Common use of COMPENSATION; EXPENSES Clause in Contracts

COMPENSATION; EXPENSES. The Grantors jointly and severally agree to pay, promptly upon demand: (1) such compensation to the Collateral Trustee and its agents as the Company and the Collateral Trustee may agree in writing from time to time; (2) all reasonable costs and expenses incurred by the Collateral Trustee and its agents in the preparation, execution, delivery, filing, recordation, administration or enforcement of this Agreement or any other Parity Lien Security Document or any consent, amendment, waiver or other modification relating hereto or thereto; (3) all reasonable fees, expenses and disbursements of legal counsel and any auditors, accountants, consultants or appraisers or other professional advisors and agents engaged by the Collateral Trustee or any Parity Lien Representative incurred in connection with the negotiation, preparation, closing, administration, performance or enforcement of this Agreement and the other Parity Lien Security Documents or any consent, amendment, waiver or other modification relating hereto or thereto and any other document or matter requested by the Company or any Guarantor; (4) all reasonable costs and expenses incurred by the Collateral Trustee and its agents in creating, perfecting, preserving, releasing or enforcing the Collateral Trustee’s Liens on the Collateral, including filing and recording fees, expenses and taxes, stamp or documentary taxes, search fees, and title insurance premiums; (5) all other reasonable costs and expenses incurred by the Collateral Trustee and its agents in connection with the negotiation, preparation and execution of the Parity Lien Security Documents and any consents, amendments, waivers or other modifications thereto and the transactions contemplated thereby or the exercise of rights or performance of obligations by the Collateral Trustee thereunder; and (6) after the occurrence of any Parity Lien Debt Default, all costs and expenses incurred by the Collateral Trustee, its agents and any Parity Lien Representative in connection with the preservation, collection, foreclosure or enforcement of the Collateral subject to the Parity Lien Security Documents or any interest, right, power or remedy of the Collateral Trustee or in connection with the collection or enforcement of any of the Parity Lien Obligations or the proof, protection, administration or resolution of any claim based upon the Parity Lien Obligations in any Insolvency or Liquidation Proceeding, including all fees and disbursements of attorneys, accountants, auditors, consultants, appraisers and other professionals engaged by the Collateral Trustee, its agents or the Parity Lien Representatives. The agreements in this Section 7.8 will survive repayment of all other Parity Lien Obligations and the removal or resignation of the Collateral Trustee and termination of this Agreement.

COMPENSATION; EXPENSES. The Grantors jointly and severally agree to pay, promptly upon demand: (1) such compensation to the Collateral Trustee Agent and its agents as the Company Borrower, the First Lien Representatives (or, following the Discharge of First Lien Obligations, the Second Lien Administrative Agent) and the Collateral Trustee Agent may agree in writing from time to time; (2) all reasonable and documented out-of-pocket costs and expenses incurred by the Collateral Trustee Agent and its agents in the preparation, execution, delivery, filing, recordation, administration or enforcement of this Agreement or any other Parity Lien Security Document or any consent, amendment, waiver or other modification relating hereto or thereto; (3) all reasonable and documented out-of-pocket fees, expenses and disbursements of legal counsel and any auditors, accountants, consultants or appraisers or other professional advisors and agents engaged by the Collateral Trustee Agent or any Parity Lien Secured Debt Representative incurred in connection with the negotiation, preparation, closing, administration, performance or enforcement of this Agreement and the other Parity Lien Security Documents or any consent, amendment, waiver or other modification relating hereto or thereto and any other document or matter requested by the Company Borrower or any Guarantorother Grantor; (4) all reasonable and documented out-of-pocket costs and expenses incurred by the Collateral Trustee Agent and its agents in creating, perfecting, preserving, releasing or enforcing the Collateral TrusteeAgent’s Liens on the Collateral, including filing and recording fees, expenses and taxes, stamp or documentary taxes, search fees, and title insurance premiums; (5) all other reasonable and documented out-of-pocket costs and expenses incurred by the Collateral Trustee Agent and its agents in connection with the negotiation, preparation and execution of the Parity Lien Security Documents and any consents, amendments, waivers or other modifications thereto and the transactions contemplated thereby or the exercise of rights or performance of obligations by the Collateral Trustee Agent thereunder; and (6) after the occurrence and during the continuance of any Parity Lien Secured Debt Default, all reasonable and documented out-of-pocket costs and expenses incurred by the Collateral TrusteeAgent, its agents and any Parity Lien Secured Debt Representative in connection with the preservation, collection, foreclosure or enforcement of the Collateral subject to the Parity Lien Security Documents or any interest, right, power or remedy of the Collateral Trustee Agent or in connection with the collection or enforcement of any of the Parity Lien Secured Obligations or the proof, protection, administration or resolution of any claim based upon the Parity Lien Secured Obligations in any Insolvency or Liquidation Proceeding, including all fees and disbursements of attorneys, accountants, auditors, consultants, appraisers and other professionals engaged by the Collateral TrusteeAgent, its agents or the Parity Lien Representativesany Secured Debt Representative. The agreements in this Section 7.8 7.11 will survive repayment of all other Parity Lien Secured Obligations and the removal or resignation of the Collateral Trustee and termination of this AgreementAgent.

COMPENSATION; EXPENSES. The Grantors jointly and severally agree to pay, promptly upon demand: (1a) such compensation to the Collateral Trustee and its agents including attorneys as the Company Borrower and the Collateral Trustee may agree in writing from time to time; (2b) all reasonable costs and expenses incurred by the Collateral Trustee and its agents including attorneys in the preparation, execution, delivery, filing, recordation, administration or enforcement of this Agreement or any other Parity Lien Security Document or any consent, amendment, waiver or other modification relating hereto or thereto; (3c) all reasonable fees, expenses and disbursements of legal counsel and any auditors, accountants, consultants or appraisers or other professional advisors and agents engaged by the Collateral Trustee or any Parity Lien Priority Debt Representative incurred in connection with the negotiation, preparation, closing, administration, performance or enforcement of this Agreement and the other Parity Lien Security Documents or any consent, amendment, waiver or other modification relating hereto or thereto and any other document or matter requested by the Company Borrower or any GuarantorGrantor; (4d) all reasonable costs and expenses incurred by the Collateral Trustee and its agents in creating, perfecting, preserving, releasing or enforcing the Collateral Trustee’s Liens on the Collateral, including filing and recording fees, expenses and taxes, stamp or documentary taxes, search fees, and title insurance premiums; (5e) all other reasonable costs and expenses incurred by the Collateral Trustee and its agents in connection with the negotiation, preparation and execution of the Parity Lien Security Documents and any consents, amendments, waivers or other modifications thereto and the transactions contemplated thereby or the exercise of rights or performance of obligations by the Collateral Trustee thereunder; and (6f) after the occurrence of any Parity Lien default under a Priority Debt DefaultDocument, all costs and expenses incurred by the Collateral Trustee, its agents and any Parity Lien Priority Debt Representative in connection with the preservation, collection, foreclosure or enforcement of the Collateral any Enforcement Action subject to the Parity Lien Security Documents or any interest, right, power or remedy of the Collateral Trustee or in connection with the collection or enforcement of any of the Parity Lien Obligations Enforcement Action or the proof, protection, administration or resolution of any claim based upon the Parity Lien Priority Obligations in any Insolvency or Liquidation Proceeding, including all fees and disbursements of attorneys, accountants, auditors, consultants, appraisers and other professionals engaged by the Collateral Trustee, its agents or the Parity Lien Priority Debt Representatives. The agreements in this Section 7.8 11.18 will survive repayment of all other Parity Lien Priority Obligations and the removal or resignation of the Collateral Trustee and termination of this Agreement.

COMPENSATION; EXPENSES. The Company and the other Grantors jointly and severally agree to pay, promptly upon demand:written demand (all as part of the Collateral Trustee’s Fees and Expenses and the First-Out Representative Fees and Expenses, as applicable): (1a) such compensation to the Collateral Trustee and its agents including attorneys as the Company and the Collateral Trustee may agree in writing from time to time; (2b) all reasonable out-of-pocket costs and expenses incurred by the Collateral Trustee Trustee, the First-Out Representative and its their respective agents including attorneys in the preparation, execution, delivery, filing, recordation, administration or enforcement of this Agreement or Agreement, any Intercreditor Agreement, any other Parity Lien Security Document or, in the case of the First-Out Representative any other First-Out Document or any consent, amendment, waiver or other modification relating hereto or thereto; (3c) all reasonable out-of-pocket fees, expenses and disbursements of legal counsel and any auditors, accountants, consultants or appraisers or other professional advisors and agents engaged by the Collateral Trustee or any Parity Lien Representative incurred in connection with the negotiation, preparation, closing, administration, performance administration or enforcement of this Agreement and Agreement, any Intercreditor Agreement, the other Parity Lien Security Documents or, in the case of the First-Out Representative, any other First-Out Document or any consent, amendment, waiver or other modification relating hereto or thereto and any other document or matter requested by the Company or any Guarantorother Grantor; (4d) all reasonable out-of-pocket costs and expenses incurred by the Collateral Trustee Trustee, the First-Out Representative and its their respective agents in creating, perfecting, preserving, releasing or enforcing the Collateral Trustee’s Liens on the CollateralCollateral or, in the case of the First-Out Representative, any other Liens securing the First-Out Obligations, including filing and recording fees, expenses and taxes, stamp or documentary taxes, search fees, and title insurance premiums; (5e) all other reasonable out-of-pocket costs and expenses incurred by the Collateral Trustee Trustee, the First-Out Representative and its their respective agents in connection with the negotiation, preparation and execution of any Intercreditor Agreement, the Parity Lien Security Documents or, in the case of the First-Out Representative, any other First-Out Document and any consents, amendments, waivers or other modifications thereto and the transactions contemplated thereby or the exercise of rights or performance of obligations by the Collateral Trustee or the First-Out Representative, as applicable, thereunder; and (6f) after the occurrence of any Parity Priority Lien Debt Default, all costs and expenses incurred by the Collateral Trustee, its agents Trustee and any Parity Lien First-Out Representative and their respective agents in connection with the preservation, collection, foreclosure or enforcement of the Collateral any Enforcement Action subject to the Parity Lien Security Documents or, in the case of the First-Out Representative, any other First-Out Document or any interest, right, power or remedy of the Collateral Trustee or the First-Out Representative, as applicable, or in connection with the collection or enforcement of any of the Parity Lien Obligations Enforcement Action or the proof, protection, administration or resolution of any claim based upon the Parity Priority Lien Obligations in any Insolvency or Liquidation Proceeding, including all fees and disbursements of attorneys, accountants, auditors, consultants, appraisers and other professionals engaged by the Collateral Trustee, its agents or the Parity Lien RepresentativesFirst-Out Representative and their respective agents. The agreements in this Section 7.8 7.9 will survive repayment of all other Parity Priority Lien Obligations and the removal or resignation of the Collateral Trustee and termination of this Agreement.

COMPENSATION; EXPENSES. The Grantors Obligors jointly and severally agree to pay, promptly upon within 10 Business Days of written demand: (1a) such compensation to the Collateral Trustee and its agents as the Company Parent and the Collateral Trustee may agree in writing from time to time; (2b) all reasonable out-of-pocket costs and expenses incurred by the Collateral Trustee and its agents in the preparation, execution, delivery, filing, recordation, administration or enforcement of this Agreement or any other Parity Lien Security Document or any consent, amendment, waiver or other modification relating hereto or thereto; (3c) all reasonable fees, expenses and disbursements of legal counsel and any auditors, accountants, consultants or appraisers or other professional advisors and agents engaged by the Collateral Trustee or any Parity Lien Representative (other than any holder of Parity Lien Debt that is expressly a party hereto in its individual capacity) incurred in connection with the negotiation, preparation, closing, administration, performance or enforcement of this Agreement and the other Parity Lien Security Documents or any consent, amendment, waiver or other modification relating hereto or thereto and any other document or matter requested by the Company or any GuarantorObligor; (4d) all reasonable out-of-pocket costs and expenses incurred by the Collateral Trustee and its agents in creating, perfecting, preserving, releasing or enforcing the Collateral Trustee’s Liens on the Collateral, including filing and recording fees, expenses and taxes, stamp or documentary taxes, search fees, and title insurance premiums; (5e) all other reasonable out-of-pocket costs and expenses incurred by the Collateral Trustee and its agents in connection with the negotiation, preparation and execution of the Parity Lien Security Documents and any consents, amendments, waivers or other modifications thereto and the transactions contemplated thereby or the exercise of rights or performance of obligations by the Collateral Trustee thereunder; and (6f) after the occurrence of any Parity Lien Debt Default, all costs and expenses incurred by the Collateral Trustee, its agents and any Parity Lien Representative (other than any holder of Parity Lien Debt that is expressly a party hereto in its individual capacity) in connection with the preservation, collection, foreclosure or enforcement of the Collateral subject to the Parity Lien Security Documents or any interest, right, power or remedy of the Collateral Trustee or in connection with the collection or enforcement of any of the Parity Lien Obligations or the proof, protection, administration or resolution of any claim based upon the Parity Lien Obligations in any Insolvency or Liquidation Proceeding, including all fees and disbursements of attorneys, accountants, auditors, consultants, appraisers and other professionals engaged by the Collateral Trustee, its agents or the Parity Lien RepresentativesRepresentatives (other than any holder of Parity Lien Debt that is expressly a party hereto in its individual capacity). The agreements in this Section 7.8 will survive repayment of all other Parity Lien Obligations and the removal or resignation of the Collateral Trustee and termination of this Agreement.

COMPENSATION; EXPENSES. The Grantors jointly and severally agree to pay, promptly upon demand: (1) such compensation to the Collateral Trustee Agent and its agents as the Company Issuers and the Collateral Trustee Agent may agree in writing from time to time; (2) all reasonable costs and expenses incurred by the Collateral Trustee Agent and its agents in the preparation, execution, delivery, filing, recordation, administration or enforcement of this Agreement or any other Parity Lien Security Document or any consent, amendment, waiver or other modification relating hereto or thereto; (3) all reasonable fees, expenses and disbursements of a single firm of legal counsel and any auditors, accountants, consultants or appraisers or other professional advisors and agents reasonably engaged by the Collateral Trustee or any Parity Lien Representative incurred Agent in connection with the negotiation, preparation, closing, administration, performance or enforcement of this Agreement and the other Parity Lien Security Documents or any consent, amendment, waiver or other modification relating hereto or thereto and any other document or matter requested by the Company Issuers or any Guarantorother Grantor; (4) all reasonable costs and expenses incurred by the Collateral Trustee Agent and its agents in creating, perfecting, preserving, releasing or enforcing the Collateral TrusteeAgent’s Liens on the Collateral, including filing and recording fees, expenses and taxesexpenses, stamp or documentary taxes, search fees, and title insurance premiums; (5) all other reasonable costs and expenses incurred by the Collateral Trustee Agent and its agents in connection with the negotiation, preparation and execution of the Parity Lien Security Documents and any consents, amendments, waivers or other modifications thereto and the transactions contemplated thereby or the exercise of rights or performance of obligations by the Collateral Trustee Agent thereunder; and (6) after the occurrence of any Parity Lien Secured Debt Default, all reasonable costs and expenses incurred by the Collateral TrusteeAgent, its agents and any Parity Lien Secured Debt Representative in connection with the preservation, collection, foreclosure or enforcement of the Collateral subject to the Parity Lien Security Documents or any interest, right, power or remedy of the Collateral Trustee Agent or in connection with the collection or enforcement of any of the Parity Lien Secured Obligations or the proof, protection, administration or resolution of any claim based upon the Parity Lien Secured Obligations in any Insolvency or Liquidation Proceeding, including all fees and disbursements of attorneys, accountants, auditors, consultants, appraisers and other professionals engaged by the Collateral TrusteeAgent, its agents or the Parity Lien Secured Debt Representatives. The agreements in this Section 7.8 7.11 will survive repayment of all other Parity Lien Secured Obligations and the removal or resignation of the Collateral Trustee and termination of this AgreementAgent.

COMPENSATION; EXPENSES. The Grantors jointly and severally agree to pay, promptly upon demand: (1a) such compensation to the Collateral Trustee and its agents as the Company Parent and the Collateral Trustee may agree in writing from time to time;on the date hereof; and (2b) jointly and severally, no later than fifteen (15) days after written demand therefor: (1) all reasonable reasonable, documented out-of-pocket costs and expenses incurred by the Collateral Trustee and its agents in the preparation, execution, delivery, filing, recordation, administration or enforcement of this Agreement or any other Parity Lien Security Document or any consent, amendment, waiver or other modification relating hereto or thereto; (32) all reasonable reasonable, documented out-of-pocket fees, expenses and disbursements of legal counsel and any auditors, accountants, consultants or appraisers or other professional advisors and agents engaged by the Collateral Trustee or any Parity Lien Representative incurred in connection with (i) the negotiation, preparation, closing, administration, performance or enforcement of this Agreement and the other Parity Lien Security Documents (or any consent, amendment, waiver or other modification relating hereto or thereto and any other document or matter requested by the Company Parent or any Guarantorother Grantor), (ii) the transactions contemplated thereby and (iii) the exercise of rights or performance of obligations of the Collateral Trustee thereunder; provided, however, that in no event shall the Grantors be obligated to pay fees and expenses for more than one primary counsel to the Collateral Trustee (and up to one local counsel in each applicable jurisdiction and regulatory counsel); (43) all reasonable reasonable, documented out-of-pocket costs and expenses incurred by the Collateral Trustee and its agents in creating, perfecting, preserving, releasing or enforcing the Collateral Trustee’s Liens on the Collateral, including filing and recording fees, expenses and taxes, stamp or documentary taxes, search fees, and title insurance premiums; (54) subject to the proviso in clause (2), after the occurrence of any Secured Debt Default, all other reasonable reasonable, documented out-of-pocket costs and expenses incurred by the Collateral Trustee and its agents in connection with the negotiation, preparation and execution of the Parity Lien Security Documents and any consents, amendments, waivers or other modifications thereto and the transactions contemplated thereby or the exercise of rights or performance of obligations by the Collateral Trustee thereunder; and (6) after the occurrence of any Parity Lien Debt Default, all costs and expenses incurred by the Collateral Trustee, its agents and any Parity Lien Representative in connection with the preservation, collection, foreclosure or enforcement of the Collateral subject to the Parity Lien Security Documents or any interest, right, power or remedy of the Collateral Trustee or in connection with the collection or enforcement of any of the Parity Lien Secured Obligations or the proof, protection, administration or resolution of any claim based upon the Parity Lien Secured Obligations in any Insolvency or Liquidation Proceeding, including all reasonable, documented out-of-pocket fees and disbursements of attorneys, accountants, auditors, consultants, appraisers and other professionals engaged by the Collateral Trustee, Trustee and its agents or the Parity Lien Representativesagents. The agreements in this Section 7.8 7.9 will survive repayment of all other Parity Lien Secured Obligations and the removal or resignation of the Collateral Trustee and termination of this AgreementTrustee.

COMPENSATION; EXPENSES. (a) In consideration for the services provided to the Company by the Service Provider under this Agreement, the Company shall pay to the Service Provider the applicable Fulfillment Fees, Early Purchase Program Fees and Warehouse Fees set forth on Exhibit A. (b) The Grantors jointly Service Provider shall be required to pay all expenses incurred by it in connection with the services it provides hereunder and severally agree shall not be entitled to payreimbursement therefor except as otherwise provided in this Agreement. (c) Notwithstanding any provision of this Agreement to the contrary, promptly if it becomes reasonably necessary or advisable for the Service Provider to engage in additional services in connection with the occurrence of any breach by a Correspondent of any terms or conditions to which such Correspondent is subject under its agreement with the Company under the Company’s correspondent lending program, or any default or event of default under any Facility or Transaction, or initiate and pursue legal proceeding against a Correspondent or a Transaction Counterparty or guarantor thereof, or appear on behalf of the Company in any bankruptcy, insolvency or other similar proceeding involving a Correspondent or a Transaction Counterparty or any guarantor thereof or otherwise engage in post-breach or post-default resolution activities, then the Service Provider and the Company shall negotiate in good faith for additional compensation and reimbursement of expenses to be paid to the Service Provider for the performance of such additional services. (d) Notwithstanding anything to the contrary contained herein (other than subsection (c) above), upon demandthe written request (a “Fee Negotiation Request”) of the Company or the Service Provider following a determination by the Company or the Service Provider that the rates of compensation payable to the Service Provider hereunder differ materially from market rates of compensation for services comparable to those provided hereunder, which request includes a proposal for revised rates of compensation hereunder, the parties hereto shall negotiate in good faith to amend the provisions of this Agreement relating to the compensation of the Service Provider in order to cause such compensation to be materially consistent with market rates of compensation for services comparable to those provided hereunder (a “Fee Amendment”); provided, however, that no such request shall be made until the second anniversary of the effective date of this Agreement, after which time each party may make such request (i) once with respect to fees to be paid during the remainder of the Initial Term, which request shall be made prior to the expiration of the Initial Term, and (ii) once with respect to fees to be paid during any Automatic Renewal Term, which request shall be made at least 210 days prior to the start of such Automatic Renewal Term. If the parties are unable to reach agreement on the terms of a Fee Amendment within thirty (30) days of the date of delivery of the relevant Fee Negotiation Request, then the terms of such Fee Amendment shall be determined by final and binding arbitration in accordance with Section 3.06(e). (e) All disputes, differences and controversies of the Company or the Service Provider relating to a Fee Amendment (individually, a “Dispute” and, collectively, “Disputes”) shall be resolved by final and binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules, subject to the following provisions: (i) Following the delivery of a written demand for arbitration by either the Company or the Service Provider, each party shall choose one (1) arbitrator within ten (10) Business Days after the date of such compensation to written demand and the Collateral Trustee two chosen arbitrators shall mutually, within ten (10) Business Days after selection select a third (3rd) arbitrator (each, an “Arbitrator” and its agents together, the “Arbitrators”), each of whom shall be a retired judge selected from a roster of arbitrators provided by the AAA. If the third (3rd) Arbitrator is not selected within fifteen (15) Business Days after delivery of the written demand for arbitration (or such other time period as the Company and the Collateral Trustee Service Provider may agree in writing from time agree), the Company and the Service Provider shall promptly request that the commercial panel of the AAA select an independent Arbitrator meeting such criteria. (ii) The rules of arbitration shall be the Commercial Rules of the American Arbitration Association; provided, however, that notwithstanding any provisions of the Commercial Arbitration Rules to time; the contrary, unless otherwise mutually agreed to by the Company and the Service Provider, the sole discovery available to each party shall be its right to conduct up to two (2) all reasonable costs and expenses incurred by the Collateral Trustee and its agents in the preparation, execution, delivery, filing, recordation, administration or enforcement non-expert depositions of this Agreement or any other Parity Lien Security Document or any consent, amendment, waiver or other modification relating hereto or thereto; no more than three (3) all reasonable feeshours of testimony each. (iii) The Arbitrators shall render a decision by majority decision within three (3) months after the date of appointment, unless the Company and the Service Provider agree to extend such time. The decision shall be final and binding upon the Company and the Service Provider; provided, however, that such decision shall not restrict either the Company or the Service Provider from terminating this Agreement pursuant to the terms hereof. (iv) Each party shall pay its own expenses and disbursements of legal counsel and any auditors, accountants, consultants or appraisers or other professional advisors and agents engaged by the Collateral Trustee or any Parity Lien Representative incurred in connection with the negotiationresolution of Disputes, preparationincluding attorneys’ fees, closing, administration, performance or enforcement of this Agreement unless determined otherwise by the Arbitrator. (v) The Company and the other Parity Lien Security Documents or Service Provider agree that the existence, conduct and content of any consent, amendment, waiver or other modification relating hereto or thereto arbitration pursuant to this Section 3.06(e) shall be kept confidential and any other document or matter requested by neither the Company or nor the Service Provider shall disclose to any Guarantor; (4) all reasonable costs and expenses incurred by the Collateral Trustee and its agents in creatingPerson any information about such arbitration, perfecting, preserving, releasing or enforcing the Collateral Trustee’s Liens on the Collateral, including filing and recording fees, expenses and taxes, stamp or documentary taxes, search fees, and title insurance premiums; (5) all other reasonable costs and expenses incurred by the Collateral Trustee and its agents except in connection with the negotiation, preparation and execution of the Parity Lien Security Documents and such arbitration or as may be required by law or by any consents, amendments, waivers or other modifications thereto and the transactions contemplated thereby or the exercise of rights or performance of obligations by the Collateral Trustee thereunder; and regulatory authority (6) after the occurrence of any Parity Lien Debt Default, all costs and expenses incurred by the Collateral Trustee, its agents and any Parity Lien Representative in connection with the preservation, collection, foreclosure or enforcement of the Collateral subject to the Parity Lien Security Documents or any interest, right, power exchange on which such party’s securities are listed) or remedy of the Collateral Trustee or for financial reporting purposes in connection with the collection or enforcement of any of the Parity Lien Obligations or the proof, protection, administration or resolution of any claim based upon the Parity Lien Obligations in any Insolvency or Liquidation Proceeding, including all fees and disbursements of attorneys, accountants, auditors, consultants, appraisers and other professionals engaged by the Collateral Trustee, its agents or the Parity Lien Representatives. The agreements in this Section 7.8 will survive repayment of all other Parity Lien Obligations and the removal or resignation of the Collateral Trustee and termination of this Agreementsuch party’s financial statements.

COMPENSATION; EXPENSES. The Grantors jointly and severally agree to pay, promptly upon demand: (1) such compensation to the Collateral Trustee and its agents including attorneys as the Company and the Collateral Trustee may agree in writing from time to time; (2) all reasonable costs and expenses incurred by the Collateral Trustee and its agents including attorneys in the preparation, execution, delivery, filing, recordation, administration or enforcement of this Agreement or any other Parity Lien Security Document or any consent, amendment, waiver or other modification relating hereto or thereto; (3) all reasonable fees, expenses and disbursements of legal counsel and any auditors, accountants, consultants or appraisers or other professional advisors and agents engaged by the Collateral Trustee or any Parity Lien Representative incurred in connection with the negotiation, preparation, closing, administration, performance or enforcement of this Agreement and the other Parity Lien Security Documents or any consent, amendment, waiver or other modification relating hereto or thereto and any other document or matter requested by the Company Company, any Grantor or any Guarantor; (4) all reasonable costs and expenses incurred by the Collateral Trustee and its agents including attorneys in creating, perfecting, preserving, releasing or enforcing the Collateral Trustee’s Liens on the Collateral, including filing and recording fees, expenses and taxes, stamp or documentary taxes, search fees, and title insurance premiums; (5) all other reasonable costs and expenses incurred by the Collateral Trustee and its agents including attorneys in connection with the negotiation, preparation and execution of the Parity Lien Security Documents and any consents, amendments, waivers or other modifications thereto and the transactions contemplated thereby or the exercise of rights or performance of obligations by the Collateral Trustee thereunder; and (6) after the occurrence of any Parity Lien Debt Default, all costs and expenses incurred by the Collateral Trustee, its agents and any Parity Lien Representative in connection with the preservation, collection, foreclosure or enforcement of the Collateral any Enforcement Action subject to the Parity Lien Security Documents or any interest, right, power or remedy of the Collateral Trustee or in connection with the collection or enforcement of any of the Parity Lien Obligations Enforcement Action or the proof, protection, administration or resolution of any claim based upon the Parity Lien Obligations in any Insolvency or Liquidation Proceeding, including all fees and disbursements of attorneys, accountants, auditors, consultants, appraisers and other professionals engaged by the Collateral Trustee, its agents or the Parity Lien Representatives. The agreements in this Section 7.8 will survive repayment of all other Parity Lien Obligations and the removal or resignation of the Collateral Trustee and termination of this Agreement.

COMPENSATION; EXPENSES. The Grantors Borrower and the Guarantors jointly and severally agree to pay, promptly upon demand: (1) such compensation to the Collateral Trustee and its agents as the Company Borrower and the Collateral Trustee may agree in writing from time to time; (2) all reasonable costs and expenses incurred by the Collateral Trustee and its agents in the preparation, execution, delivery, filing, recordation, administration or enforcement of this Agreement or any other Parity Lien Security Document or any consent, amendment, waiver or other modification relating hereto or thereto; (3) all reasonable fees, expenses and disbursements of legal counsel and any auditors, accountants, consultants or appraisers or other professional advisors and agents engaged by the Collateral Trustee or any Parity Lien Secured Debt Representative incurred in connection with the negotiation, preparation, closing, administration, performance or enforcement of this Agreement and the other Parity Lien Security Documents or any consent, amendment, waiver or other modification relating hereto or thereto and any other document or matter requested by the Company Borrower or any Guarantor; (4) all reasonable costs and expenses incurred by the Collateral Trustee and its agents in creating, perfecting, preserving, releasing or enforcing the Collateral Trustee’s Liens on the Collateral, including filing and recording fees, expenses and taxes, stamp or documentary taxes, search fees, and title insurance premiums; (5) all other reasonable costs and expenses incurred by the Collateral Trustee and its agents in connection with the negotiation, preparation and execution of the Parity Lien Security Documents and any consents, amendments, waivers or other modifications thereto and the transactions contemplated thereby or the exercise of rights or performance of obligations by the Collateral Trustee thereunder; and (6) after the occurrence of any Parity Lien Secured Debt Default, all costs and expenses incurred by the Collateral Trustee, its agents and any Parity Lien Secured Debt Representative in connection with the preservation, collection, foreclosure or enforcement of the Collateral subject to the Parity Lien Security Documents or any interest, right, power or remedy of the Collateral Trustee or in connection with the collection or enforcement of any of the Parity Lien Secured Obligations or the proof, protection, administration or resolution of any claim based upon the Parity Lien Secured Obligations in any Insolvency or Liquidation Proceeding, including all fees and disbursements of attorneys, accountants, auditors, consultants, appraisers and other professionals engaged by the Collateral Trustee, its agents or the Parity Lien Secured Debt Representatives. The agreements in this Section 7.8 7.11 will survive repayment of all other Parity Lien Secured Obligations and the removal or resignation of the Collateral Trustee and termination of this AgreementTrustee.

COMPENSATION; EXPENSES. The Grantors jointly (a) In consideration of the administrative services performed by FAdS as described herein, the Trust will pay FAdS, with respect to each class of Shares of each Fund a fee at the annual rate as listed in Appendix A hereto plus such additional payments as contemplated hereby. FAdS's fees shall be accrued by the Trust daily and severally shall be payable monthly in arrears on the first day of each calendar month for services performed under the Agreement during the prior calendar month. (b) Notwithstanding that other persons may, in investment advisory agreements or otherwise, agree to payassume certain expenses of the Trust or of any Fund or class of Shares thereof, promptly upon demand: the Trust shall be responsible and hereby assumes the obligation for payment of all the Trust's expenses, including (1i) such compensation payment of the fee payable to FAdS under this Section 5 hereof, the fee payable to the Collateral Trustee and its agents as Manager pursuant to the Company Management Agreement, and the Collateral Trustee may agree in writing from time fee payable to time; the Advisers of each Fund pursuant to any investment advisory or similar agreement between the Adviser and the Trust; (2ii) interest charges, taxes, brokerage fees and commissions; (iii) insurance and fidelity bond premiums; (iv) fees, interest charges and expenses of the Trust's manager, custodian, transfer agent, dividend disbursing agent and fund accountant and providers of pricing, credit analysis and dividend services; (v) telecommunications expenses; (vi) auditing, legal and compliance expenses; (vii) costs of forming the Trust and maintaining its existence; (viii) costs of preparing and printing the Trust's Prospectuses, SAIs, subscription application forms and stockholder reports and their delivery to existing and prospective stockholders; (ix) costs of maintaining books of original entry for portfolio and fund accounting and other required books and accounts and of calculating the net asset value of the Trust's shares; (x) costs of reproduction, stationery and supplies; (xi) compensation of the Trust's trustees, officers and employees and costs of other personnel performing services for the Trust, whether or not any such persons are affiliated persons of FAdS or any Adviser of the Trust; (xii) costs of Board, Board committee, shareholder and other corporate meetings; (xiii) SEC registration fees and related expenses; (xiv) state and other jurisdiction securities laws registration fees and related expenses, including costs of personnel to perform such securities registration; and (xv) all reasonable costs and expenses incurred borne by the Collateral Trustee and its agents in the preparation, execution, delivery, filing, recordation, administration or enforcement of this Agreement or Trust pursuant to any other Parity Lien Security Document or any consent, amendment, waiver or other modification relating hereto or thereto; (3) all reasonable fees, expenses and disbursements of legal counsel and any auditors, accountants, consultants or appraisers or other professional advisors and agents engaged distribution plan adopted by the Collateral Trustee Trust pursuant to Rule 12b-1 under the Act, shareholder service or any Parity Lien Representative incurred in connection with the negotiation, preparation, closing, administration, performance or enforcement of this Agreement and the other Parity Lien Security Documents or any consent, amendment, waiver or other modification relating hereto or thereto and any other document or matter requested by the Company or any Guarantor; (4) all reasonable costs and expenses incurred by the Collateral Trustee and its agents in creating, perfecting, preserving, releasing or enforcing the Collateral Trustee’s Liens on the Collateral, including filing and recording fees, expenses and taxes, stamp or documentary taxes, search fees, and title insurance premiums; (5) all other reasonable costs and expenses incurred by the Collateral Trustee and its agents in connection with the negotiation, preparation and execution of the Parity Lien Security Documents and any consents, amendments, waivers or other modifications thereto and the transactions contemplated thereby or the exercise of rights or performance of obligations by the Collateral Trustee thereunder; and (6) after the occurrence of any Parity Lien Debt Default, all costs and expenses incurred by the Collateral Trustee, its agents and any Parity Lien Representative in connection with the preservation, collection, foreclosure or enforcement of the Collateral subject to the Parity Lien Security Documents or any interest, right, power or remedy of the Collateral Trustee or in connection with the collection or enforcement of any of the Parity Lien Obligations or the proof, protection, administration or resolution of any claim based upon the Parity Lien Obligations in any Insolvency or Liquidation Proceeding, including all fees and disbursements of attorneys, accountants, auditors, consultants, appraisers and other professionals engaged by the Collateral Trustee, its agents or the Parity Lien Representatives. The agreements in this Section 7.8 will survive repayment of all other Parity Lien Obligations and the removal or resignation of the Collateral Trustee and termination of this Agreementsimilar plan.

COMPENSATION; EXPENSES. The Grantors jointly and severally agree (subject to Section 7.11) to pay, promptly upon demand: (1) such compensation to the Collateral Trustee Agent and its agents as the Company Issuer and the Collateral Trustee Agent may agree in writing from time to time; (2) all reasonable costs and expenses incurred by the Collateral Trustee Agent and its agents in the preparation, execution, delivery, filing, recordation, administration or enforcement of this Agreement or any other Parity Lien Security Document or any consent, amendment, waiver or other modification relating hereto or thereto; (3) all reasonable fees, expenses and disbursements of legal counsel and any auditors, accountants, consultants or appraisers or other professional advisors and agents engaged by the Collateral Trustee Agent or any Parity Lien Authorized Representative incurred in connection with the negotiation, preparation, closing, administration, performance or enforcement of this Agreement and the other Parity Lien Security Documents or any consent, amendment, waiver or other modification relating hereto or thereto and any other document or matter requested by the Company Issuer or any Guarantorother Grantor; (4) all reasonable costs and expenses incurred by the Collateral Trustee Agent and its agents in creating, perfecting, preserving, releasing or enforcing the Collateral TrusteeAgent’s Liens on the Collateral, including filing and recording fees, expenses and taxes, stamp or documentary taxes, search fees, and title insurance premiums; (5) all other reasonable costs and expenses incurred by the Collateral Trustee Agent and its agents in connection with the negotiation, preparation and execution of the Parity Lien Security Documents and any consents, amendments, waivers or other modifications thereto and the transactions contemplated thereby or the exercise of rights or performance of obligations by the Collateral Trustee Agent thereunder; and (6) after the occurrence of any Parity Lien Debt Default, all costs and expenses incurred by the Collateral TrusteeAgent, its agents and any Parity Lien Authorized Representative in connection with the preservation, collection, foreclosure or enforcement of the Collateral subject to the Parity Lien Security Documents or any interest, right, power or remedy of the Collateral Trustee Agent or in connection with the collection or enforcement of any of the Parity Lien Obligations or the proof, protection, administration or resolution of any claim based upon the Parity Lien Obligations in any Insolvency or Liquidation Proceeding, including all fees and disbursements of attorneys, accountants, auditors, consultants, appraisers and other professionals engaged by the Collateral TrusteeAgent, its agents or the Parity Lien Authorized Representatives. The agreements in this Section 7.8 7.9 will survive repayment of all other Parity Lien Obligations Obligations, the termination or assignment of this Agreement, the invalidity or unenforceability of any terms or provisions of this Agreement and the removal or resignation of the Collateral Trustee and termination of this AgreementAgent.

COMPENSATION; EXPENSES. (a) The Grantors jointly Manager shall be compensated by the Client with respect to Managed Assets of the Client within a particular Asset Class in accordance with the terms set forth in Appendix F with respect to such Asset Class, which amount shall be due and severally agree to pay, promptly upon demand:payable at the times and in the amounts set forth in Appendix F. (1b) such compensation to The Client shall be responsible for the Collateral Trustee and its agents as the Company and the Collateral Trustee may agree in writing from time to time; (2) payment of all reasonable costs costs, fees and expenses incurred in respect of the Client’s Managed Assets. By way of example, and not limitation, the Client will bear with respect to its Managed Assets: (i) any brokerage commissions, transfer fees, registration costs, taxes and other similar costs, (ii) fees and expenses of persons providing specialty pricing and valuation services, (iii) legal, financial, accounting, due diligence, placement, consulting and other advisory fees, costs and expenses, (iv) fees and expenses (including fees and expenses listed in any separate custody agreement) in connection with the custody of such Managed Assets held by the Collateral Trustee a Third-Party Custodian (as defined in Section 10 hereof), (v) any travel and its agents in the preparationaccommodation expenses, execution(vi) all costs and all fees (including commitment fees) and expenses due of any lenders, delivery, filing, recordation, administration or enforcement of this Agreement or any other Parity Lien Security Document or any consent, amendment, waiver investment banks or other modification relating hereto financing sources, (vii) any topping, termination or thereto; (3) all reasonable break-up fees, expenses and disbursements deposits or down payments of legal counsel and any auditors, accountants, consultants or appraisers cash or other professional advisors property that are forfeited in connection with a prospective or potential transaction, (viii) any taxes, fees or other governmental charges levied against the Managed Assets and agents engaged by the Collateral Trustee or any Parity Lien Representative all expenses incurred in connection with the negotiationany tax audit, preparationinvestigation, closingsettlement or review of such Managed Assets, administration(ix) fees, performance or enforcement of this Agreement and the other Parity Lien Security Documents or any consent, amendment, waiver or other modification relating hereto or thereto and any other document or matter requested by the Company or any Guarantor; (4) all reasonable costs and expenses incurred of persons (other than, to avoid any doubt, persons regularly employed on a full-time basis by the Collateral Trustee and its agents in creatingManager) providing mortgage servicing with respect to such Managed Assets, perfecting, preserving, releasing or enforcing the Collateral Trustee’s Liens on the Collateral, including filing and recording (x) a pro rata portion of fees, expenses and taxes, stamp or documentary taxes, search fees, and title insurance premiums; (5) all other reasonable costs and expenses incurred of any insurance usual and customary for asset management businesses similarly situated to the business of the Manager, and (xi) any expenses related to Bona Fide Hedging Transactions entered into with respect to such Managed Assets. The Client hereby authorizes the Manager to incur such costs, fees and expenses with respect to the Client’s Managed Assets and such transactions and such costs, fees and expenses shall be paid or reimbursed separately to the Manager by the Collateral Trustee and its agents Client within no more than thirty (30) days after the Client receives a written invoice therefor setting forth in connection reasonable detail the types of expenses with respect to the negotiationClient’s Managed Assets. Alternatively, preparation and execution the Manager may, on behalf of the Parity Lien Security Documents Client, cause the Client to incur and pay directly any consentssuch costs, amendmentsfees and expenses. Any amounts paid as compensation by the Client to the Manager pursuant to Section 9(a) must not be duplicative of expenses paid or reimbursed by the Client pursuant to this Section 9(b). Notwithstanding that the Manager is responsible for payment of the expenses (if any) relating to the services to be provided to the Manager pursuant to the Shared Services Agreement dated as of [●], waivers or other modifications thereto 2010 between the Manager and the transactions contemplated thereby or Client; the exercise Client shall be responsible for reimbursement of rights or performance of obligations by any such amounts to the Collateral Trustee thereunder; andManager. (6c) after On the occurrence of any Parity Lien Debt Default, all costs and expenses incurred by the Collateral Trustee, its agents and any Parity Lien Representative in connection with the preservation, collection, foreclosure or enforcement of the Collateral subject to the Parity Lien Security Documents or any interest, right, power or remedy of the Collateral Trustee or in connection with the collection or enforcement of any of the Parity Lien Obligations or the proof, protection, administration or resolution of any claim based upon the Parity Lien Obligations in any Insolvency or Liquidation Proceeding, including all fees and disbursements of attorneys, accountants, auditors, consultants, appraisers and other professionals engaged by the Collateral Trustee, its agents or the Parity Lien Representatives. The agreements in this Section 7.8 will survive repayment of all other Parity Lien Obligations and the removal or resignation of the Collateral Trustee and termination date of this Agreement, the Client shall pay to the Manager, in advance, the estimated Personnel and Non-Personnel Expenses (as such term is defined in Appendix F under “Management Fees”) (as estimated by the Manager) through the end of the second calander quarter of 2010, with any balance due to the Manager for services performed during the applicable management fee period to be paid by the Client at the time the Client pays the first Estimated Quarterly Fee Amount (as such term is defined in Appendix F under “Management Fees”).

COMPENSATION; EXPENSES. The Grantors Obligors (other than EMMT) jointly and severally agree to pay, promptly upon demand: (1) such compensation to the Collateral Trustee and its agents, co-agents and sub-agents as the Company Borrower and the Collateral Trustee may agree in writing from time to time; (2) all reasonable costs and expenses incurred by the Collateral Trustee and its agents in the preparation, execution, delivery, filing, recordation, administration or enforcement of this Agreement or any other Parity Lien Security Document or any consent, amendment, waiver or other modification relating hereto or thereto; (3) all reasonable fees, expenses and disbursements of legal counsel and any auditors, accountants, consultants or appraisers or other professional advisors and agents engaged by the Collateral Trustee or any Parity Lien Secured Debt Representative incurred in connection with the negotiation, preparation, closing, administration, performance or enforcement of this Agreement and the other Parity Lien Security Documents or any consent, amendment, waiver or other modification relating hereto or thereto and any other document or matter requested by the Company or any GuarantorBorrower; (4) all reasonable costs and expenses incurred by the Collateral Trustee and its agents in of creating, perfecting, preserving, releasing or enforcing the Collateral Trustee’s Liens on 's security interests in the Collateral, including filing and recording fees, expenses and taxes, stamp or documentary taxes, search fees, and title insurance premiums; (5) all other reasonable costs and expenses incurred by the Collateral Trustee and its agents or any Secured Debt Representative in connection with the negotiation, preparation and execution of the Parity Lien Security Documents and any consents, amendments, waivers or other modifications thereto and the transactions contemplated thereby or the exercise of rights or performance of obligations by the Collateral Trustee thereunder; and (6) after the occurrence of any Parity Lien Secured Debt Default, all costs and expenses incurred by the Collateral Trustee, its agents and Trustee or any Parity Lien Secured Debt Representative in connection with the preservation, collection, foreclosure or enforcement of the Collateral subject to the Parity Lien Security Documents or any interest, right, power or remedy of the Collateral Trustee or in connection with the collection or enforcement of any of the Parity Lien Secured Obligations or the proof, protection, administration or resolution of any claim based upon the Parity Lien Secured Obligations in any Insolvency or Liquidation Proceeding, including all fees and disbursements of attorneys, accountants, auditors, consultants, appraisers and other professionals engaged by the Collateral Trustee, its agents Trustee or the Parity Lien Secured Debt Representatives. The agreements in this Section 7.8 7.9 will survive repayment of all other Parity Lien Secured Obligations and the removal or resignation of the Collateral Trustee and termination of this AgreementTrustee.

COMPENSATION; EXPENSES. The Grantors jointly and severally agree to pay, promptly upon demand: (1) such compensation to the Collateral Trustee and its agents including attorneys as the Company and the Collateral Trustee may agree in writing from time to time; (2) all reasonable costs and expenses incurred by the Collateral Trustee and its agents including attorneys in the preparation, execution, delivery, filing, recordation, administration or enforcement of this Agreement or any other Parity Lien Security Document or any consent, amendment, waiver or other modification relating hereto or thereto; (3) all reasonable fees, expenses and disbursements of legal counsel and any auditors, accountants, consultants or appraisers or other professional advisors and agents engaged by the Collateral Trustee or any Parity Lien Representative incurred in connection with the negotiation, preparation, closing, administration, performance or enforcement of this Agreement and the other Parity Lien Security Documents or any consent, amendment, waiver or other modification relating hereto or thereto and any other document or matter requested by the Company Company, any Grantor or any Guarantor; (4) all reasonable costs and expenses incurred by the Collateral Trustee and its agents in creating, perfecting, preserving, releasing or enforcing the Collateral Trustee’s Liens on the Collateral, including filing and recording fees, expenses and taxes, stamp or documentary taxes, search fees, and title insurance premiums; (5) all other reasonable costs and expenses incurred by the Collateral Trustee and its agents in connection with the negotiation, preparation and execution of the Parity Lien Security Documents and any consents, amendments, waivers or other modifications thereto and the transactions contemplated thereby or the exercise of rights or performance of obligations by the Collateral Trustee thereunder; and (6) after the occurrence of any Parity Lien Debt Default, all costs and expenses incurred by the Collateral Trustee, its agents and any Parity Lien Representative in connection with the preservation, collection, foreclosure or enforcement of the Collateral any Enforcement Action subject to the Parity Lien Security Documents or any interest, right, power or remedy of the Collateral Trustee or in connection with the collection or enforcement of any of the Parity Lien Obligations Enforcement Action or the proof, protection, administration or resolution of any claim based upon the Parity Lien Obligations in any Insolvency or Liquidation Proceeding, including all fees and disbursements of attorneys, accountants, auditors, consultants, appraisers and other professionals engaged by the Collateral Trustee, its agents or the Parity Lien Representatives. The agreements in this Section 7.8 will survive repayment of all other Parity Lien Obligations and the removal or resignation of the Collateral Trustee and termination of this Agreement.

COMPENSATION; EXPENSES. The Grantors Company and the Guarantors jointly and severally agree to pay, promptly upon demand: (1) such compensation to the Collateral Trustee and its agents as the Company and the Collateral Trustee may agree in writing from time to time; (2) all reasonable and documented out-of pocket costs and expenses incurred by the Collateral Trustee and its agents in the preparation, execution, delivery, filing, recordation, administration or enforcement of this Agreement or any other Parity Lien Security Document or any consent, amendment, waiver or other modification relating hereto or thereto; (3) all reasonable and documented out-of pocket fees, expenses and disbursements of legal counsel and any auditors, accountants, consultants or appraisers or other professional advisors and agents engaged by the Collateral Trustee or any Parity Lien Representative reasonably incurred in connection with the negotiation, preparation, closing, administration, performance or enforcement of this Agreement and the other Parity Lien Security Documents or any consent, amendment, waiver or other modification relating hereto or thereto and any other document or matter requested by the Company or any Guarantor; (4) all reasonable and documented out-of pocket costs and expenses incurred by the Collateral Trustee and its agents in creating, perfecting, preserving, releasing or enforcing the Collateral Trustee’s Liens on the Collateral, including filing and recording fees, expenses and taxes, stamp or documentary taxes, and search fees, and title insurance premiums; (5) all other reasonable and documented out-of pocket costs and expenses incurred by the Collateral Trustee and its agents in connection with the negotiation, preparation and execution of the Parity Lien Security Documents and any consents, amendments, waivers or other modifications thereto and the transactions contemplated thereby or the exercise of rights or performance of obligations by the Collateral Trustee thereunder; and (6) after the occurrence of any Parity Lien Secured Debt Default, all reasonable costs and expenses incurred by the Collateral Trustee, its agents and any Parity Lien Secured Debt Representative in connection with the preservation, collection, foreclosure or enforcement of the Collateral subject to the Parity Lien Security Documents or any interest, right, power or remedy of the Collateral Trustee or in connection with the collection or enforcement of any of the Parity Lien Secured Obligations or the proof, protection, administration or resolution of any claim based upon the Parity Lien Secured Obligations in any Insolvency or Liquidation Proceeding, including all reasonable fees and disbursements of attorneys, accountants, auditors, consultants, appraisers and other professionals engaged by the Collateral Trustee, its agents or the Parity Lien Secured Debt Representatives. The agreements in this Section 7.8 7.10 will survive repayment of all other Parity Lien Secured Obligations and the removal or resignation of the Collateral Trustee and termination of this AgreementTrustee.

COMPENSATION; EXPENSES. The Grantors jointly and severally agree EFIH agrees to pay, promptly upon demand: (1) such compensation to the Collateral Trustee and its agents as the Company EFIH and the Collateral Trustee may agree in writing from time to time; (2) all reasonable costs and expenses incurred by the Collateral Trustee and its agents in the preparation, execution, delivery, filing, recordation, administration or enforcement of this Agreement (including this Section 7.10) or any other Parity Lien Security Document or any consent, amendment, waiver or other modification relating hereto or thereto; (3) all reasonable fees, expenses and disbursements of legal counsel and any auditors, accountants, consultants or appraisers or other professional advisors and agents engaged by the Collateral Trustee or any Parity Lien Representative incurred in connection with the negotiation, preparation, closing, administration, performance or enforcement of this Agreement and the other Parity Lien Security Documents or any consent, amendment, waiver or other modification relating hereto or thereto and any other document or matter requested by the Company or any GuarantorEFIH; (4) all reasonable costs and expenses incurred by the Collateral Trustee and its agents in creating, perfecting, preserving, releasing or enforcing the Collateral Trustee’s Liens on the Collateral, including filing and recording fees, expenses and taxes, stamp or documentary taxes, and search fees, and title insurance premiums; (5) all other reasonable costs and expenses incurred by the Collateral Trustee and its agents in connection with the negotiation, preparation and execution of the Parity Lien Security Documents and any consents, amendments, waivers or other modifications thereto and the transactions contemplated thereby or the exercise of rights or performance of obligations by the Collateral Trustee thereunder; and (6) after the occurrence of any Parity Lien Secured Debt Default, all costs and expenses documented in customary detail incurred by the Collateral Trustee, its agents and any Parity Lien Secured Debt Representative in connection with the preservation, collection, foreclosure or enforcement of the Collateral subject to the Parity Lien Security Documents or any interest, right, power or remedy of the Collateral Trustee or in connection with the collection or enforcement of any of the Parity Lien Secured Debt Obligations or the proof, protection, administration or resolution of any claim based upon the Parity Lien Secured Debt Obligations in any Insolvency or Liquidation Proceeding, including all fees and disbursements documented in customary detail of attorneys, accountants, auditors, consultants, appraisers and other professionals engaged by the Collateral Trustee, its agents or the Parity Lien Secured Debt Representatives. The agreements in this Section 7.8 7.10 will survive repayment of all other Parity Lien Secured Debt Obligations and the removal or resignation of the Collateral Trustee and termination of this AgreementTrustee.

COMPENSATION; EXPENSES. The Grantors Obligors jointly and severally agree to pay, promptly upon demand: (1a) such compensation to the Collateral Trustee and its agents, co-agents and sub-agents as the Company and the Collateral Trustee may shall agree in writing from time to time; (2b) all reasonable costs and expenses incurred by the Collateral Trustee and its agents in the preparation, execution, delivery, filing, recordation, administration or enforcement of this Agreement or any other Parity Lien Security Document or any consent, amendment, waiver or other modification relating hereto or thereto; (3c) all reasonable fees, expenses and disbursements of legal counsel and any auditors, accountants, consultants or appraisers or other professional advisors and agents engaged by the Collateral Trustee or any Parity Lien Secured Debt Representative incurred in connection with the negotiation, preparation, closing, administration, performance or enforcement of this Agreement and the other Parity Lien Security Documents or any consent, amendment, waiver or other modification relating hereto or thereto and any other document or matter requested by the Company or any GuarantorCompany; (4d) all reasonable costs and expenses incurred by the Collateral Trustee and its agents in of creating, perfecting, preserving, releasing or enforcing the Collateral Trustee’s Liens on security interests in the Collateral, including filing and recording fees, expenses and taxes, stamp or documentary taxes, search fees, and title insurance premiums; (5e) all other reasonable costs and expenses incurred by the Collateral Trustee and its agents or any Secured Debt Representative in connection with the negotiation, preparation and execution of the Parity Lien Security Documents and any consents, amendments, waivers or other modifications thereto and the transactions contemplated thereby or the exercise of rights or performance of obligations by the Collateral Trustee thereunder; and (6f) after the occurrence of any Parity Lien Secured Debt Default, all costs and expenses incurred by the Collateral Trustee, its agents and Trustee or any Parity Lien Secured Debt Representative in connection with the preservation, collection, foreclosure or enforcement of the Collateral subject to the Parity Lien Security Documents or any interest, right, power or remedy of the Collateral Trustee or in connection with the collection or enforcement of any of the Parity Lien Secured Obligations or the proof, protection, administration or resolution of any claim based upon the Parity Lien Secured Obligations in any Bankruptcy Case or Insolvency or Liquidation Proceeding, including all fees and disbursements of attorneys, accountants, auditors, consultants, appraisers and other professionals engaged by the Collateral Trustee, its agents Trustee or the Parity Lien Secured Debt Representatives. The agreements in this Section 7.8 will 7.7 shall survive repayment of all other Parity Lien Secured Obligations and the removal or resignation of the Collateral Trustee and termination of this AgreementTrustee.

COMPENSATION; EXPENSES. The Grantors jointly and severally agree (subject to Section 7.11) to pay, promptly upon demand: (1) such compensation to the Collateral Trustee and its agents as the Company Issuer and the Collateral Trustee may agree in writing from time to time; (2) all reasonable costs and expenses incurred by the Collateral Trustee and its agents in the preparation, execution, delivery, filing, recordation, administration or enforcement of this Agreement or any other Parity Lien Security Document or any consent, amendment, waiver or other modification relating hereto or thereto; (3) all reasonable fees, expenses and disbursements of legal counsel and any auditors, accountants, consultants or appraisers or other professional advisors and agents engaged by the Collateral Trustee or any Parity Lien Authorized Representative incurred in connection with the negotiation, preparation, closing, administration, performance or enforcement of this Agreement and the other Parity Lien Security Documents or any consent, amendment, waiver or other modification relating hereto or thereto and any other document or matter requested by the Company Issuer, Co-Issuer or any Guarantorother Grantor; (4) all reasonable costs and expenses incurred by the Collateral Trustee and its agents in creating, perfecting, preserving, releasing or enforcing the Collateral Trustee’s Liens on the Collateral, including filing and recording fees, expenses and taxes, stamp or documentary taxes, search fees, and title insurance premiums; (5) all other reasonable costs and expenses incurred by the Collateral Trustee and its agents in connection with the negotiation, preparation and execution of the Parity Lien Security Documents and any consents, amendments, waivers or other modifications thereto and the transactions contemplated thereby or the exercise of rights or performance of obligations by the Collateral Trustee thereunder; and (6) after the occurrence of any Parity Lien Debt Default, all costs and expenses incurred by the Collateral Trustee, its agents and any Parity Lien Authorized Representative in connection with the preservation, collection, foreclosure or enforcement of the Collateral subject to the Parity Lien Security Documents or any interest, right, power or remedy of the Collateral Trustee or in connection with the collection or enforcement of any of the Parity Lien Obligations or the proof, protection, administration or resolution of any claim based upon the Parity Lien Obligations in any Insolvency or Liquidation Proceeding, including all fees and disbursements of attorneys, accountants, auditors, consultants, appraisers and other professionals engaged by the Collateral Trustee, its agents or the Parity Lien Authorized Representatives. The agreements in this Section 7.8 7.9 will survive repayment of all other Parity Lien Obligations Obligations, the termination or assignment of this Agreement, the invalidity or unenforceability of any terms or provisions of this Agreement and the removal or resignation of the Collateral Trustee and termination of this AgreementTrustee.

COMPENSATION; EXPENSES. The Grantors jointly and severally agree Airlines agrees to pay, promptly upon demand: (1a) such compensation to the Collateral Trustee Agent and its agents as the Company Airlines and the Collateral Trustee Agent may agree in writing from time to time; (2b) all reasonable costs and expenses incurred by the Collateral Trustee Agent and its agents in the preparation, execution, delivery, filing, recordation, administration or enforcement of this Agreement or any other Parity Lien Security Document Operative Agreement or any consent, amendment, waiver or other modification relating hereto or thereto; (3c) all reasonable fees, expenses and disbursements of legal counsel and any auditors, accountants, consultants or appraisers or other professional advisors and agents engaged by the Collateral Trustee or any Parity Lien Representative Agent incurred in connection with the negotiation, preparation, closing, administration, performance or enforcement of this Agreement and the other Parity Lien Security Documents Operative Agreements or any consent, amendment, waiver or other modification relating hereto or thereto and any other document or matter requested by the Company or any GuarantorAirlines; (4d) all reasonable costs and expenses incurred by the Collateral Trustee Agent and its agents in creating, perfecting, preserving, releasing or enforcing the Collateral TrusteeAgent’s Liens on the Collateral, including filing and recording fees, expenses and taxes, stamp or documentary taxes, search fees, and title insurance premiums; (5e) all other reasonable costs and expenses incurred by the Collateral Trustee Agent and its agents in connection with the negotiation, preparation and execution of the Parity Lien Security Documents Operative Agreements and any consents, amendments, waivers or other modifications thereto and the transactions contemplated thereby or the exercise of rights or performance of obligations by the Collateral Trustee Agent thereunder; and; (6f) after the occurrence of any Parity Lien Debt Default, all costs and expenses incurred by the Collateral Trustee, Agent and its agents and any Parity Lien Representative in connection with the preservation, collection, foreclosure or enforcement of the Collateral subject to the Parity Lien Security Documents Operative Agreements or any interest, right, power or remedy of the Collateral Trustee Agent or in connection with the collection or enforcement of any of the Parity Lien Secured Obligations or the proof, protection, administration or resolution of any claim based upon the Parity Lien Secured Obligations in any Insolvency or Liquidation Proceeding, including all fees and disbursements of attorneys, accountants, auditors, consultants, appraisers and other professionals engaged by the Collateral TrusteeAgent or its agents; and (g) all filing and recordation fees, its agents or the Parity Lien Representativesexpenses and taxes. The agreements in this Section 7.8 9.07 will survive repayment of all other Parity Lien Secured Obligations and the removal or resignation of the Collateral Trustee and termination of this AgreementAgent.

COMPENSATION; EXPENSES. The Grantors jointly and severally agree to pay, promptly upon demand: (1) such compensation to the Collateral Trustee Agent and its agents including attorneys as set forth in the Collateral Agent Fee Letter or otherwise as the Company and the Collateral Trustee Agent may agree in writing from time to time; (2) all reasonable and documented out-of-pocket costs and expenses incurred by the Collateral Trustee Agent and its agents in the preparation, execution, delivery, filing, recordation, administration or enforcement of this Agreement or any other Parity Priority Lien Security Document or any consent, amendment, waiver or other modification relating hereto or thereto; (3) all reasonable and documented out-of-pocket fees, expenses and disbursements of legal counsel (which shall be limited to one primary counsel for the Collateral Agent) and any auditors, accountants, consultants or appraisers or other professional advisors and agents engaged by the Collateral Trustee Agent or any Parity Priority Lien Representative incurred in connection with the negotiation, preparation, closing, administration, performance or enforcement of this Agreement and the other Parity Priority Lien Security Documents or any consent, amendment, waiver or other modification relating hereto or thereto and any other document or matter requested by the Company Company, any Grantor or any Guarantor; (4) all reasonable and documented out-of-pocket costs and expenses incurred by the Collateral Trustee Agent and its agents in creating, perfecting, preserving, releasing or enforcing the Collateral TrusteeAgent’s Liens on the Collateral, including filing and recording fees, expenses and taxes, stamp or documentary taxes, search fees, and title insurance premiums; (5) all other reasonable and documented out-of-pocket fees, costs and expenses incurred by the Collateral Trustee Agent and its agents in connection with the negotiation, preparation and execution of the Parity Lien Security Documents Instruments and any consents, amendments, waivers or other modifications thereto and the transactions contemplated thereby or the exercise of rights or performance of obligations by the Collateral Trustee Agent thereunder; and (6) after the occurrence of any Parity Priority Lien Debt Default, all documented costs and expenses incurred by the Collateral TrusteeAgent, its agents and any Parity Priority Lien Representative in connection with the preservation, collection, foreclosure or enforcement of the Collateral any Enforcement Action subject to the Parity Lien Security Documents Instruments or any interest, right, power or remedy of the Collateral Trustee Agent or in connection with the collection or enforcement of any of the Parity Lien Obligations Enforcement Action or the proof, protection, administration or resolution of any claim based upon the Parity Priority Lien Obligations in any Insolvency or Liquidation Proceeding, including all documented fees and disbursements of attorneys, accountants, auditors, consultants, appraisers and other professionals engaged by the Collateral TrusteeAgent, its agents or the Parity Priority Lien Representatives. The agreements in this Section 7.8 will survive repayment of all other Parity Priority Lien Obligations and the removal or resignation of the Collateral Trustee Agent and termination of this Agreement.

COMPENSATION; EXPENSES. The Grantors jointly and severally agree to pay, promptly upon demand: (1) such compensation to the Collateral Trustee and its agents as the Company Delta and the Collateral Trustee may agree in writing from time to time; (2) all reasonable costs and expenses incurred by the Collateral Trustee and its agents in the preparation, execution, delivery, filing, recordation, administration or enforcement of this Agreement or any other Parity Lien Security Document or any consent, amendment, waiver or other modification relating hereto or thereto; (3) all reasonable fees, expenses and disbursements of legal counsel and any auditors, accountants, consultants or appraisers or other professional advisors and agents engaged by the Collateral Trustee or any Parity Lien Secured Debt Representative incurred in connection with the negotiation, preparation, closing, administration, performance or enforcement of this Agreement and the other Parity Lien Security Documents or any consent, amendment, waiver or other modification relating hereto or thereto and any other document or matter requested by the Company Delta or any Guarantorother Grantor; (4) all reasonable costs and expenses incurred by the Collateral Trustee and its agents in creating, perfecting, preserving, releasing or enforcing the Collateral Trustee’s 's Liens on the Collateral, including filing and recording fees, expenses and taxes, stamp or documentary taxes, search fees, and title insurance premiums; (5) all other reasonable costs and expenses incurred by the Collateral Trustee and its agents in connection with the negotiation, preparation and execution of the Parity Lien Security Documents and any consents, amendments, waivers or other modifications thereto and the transactions contemplated thereby or the exercise of rights or performance of obligations by the Collateral Trustee thereunder; and (6) after the occurrence of any Parity Lien Secured Debt Default, all costs and expenses incurred by the Collateral Trustee, its agents and any Parity Lien Secured Debt Representative in connection with the preservation, collection, foreclosure or enforcement of the Collateral subject to the Parity Lien Security Documents or any interest, right, power or remedy of the Collateral Trustee or in connection with the collection or enforcement of any of the Parity Lien Secured Debt Obligations or the proof, protection, administration or resolution of any claim based upon the Parity Lien Secured Debt Obligations in any Insolvency or Liquidation Proceeding, including all fees and disbursements of attorneys, accountants, auditors, consultants, appraisers and other professionals engaged by the Collateral Trustee, its agents or the Parity Lien Secured Debt Representatives. The agreements in this Section 7.8 7.10 will survive repayment of all other Parity Lien Secured Debt Obligations and the removal or resignation of the Collateral Trustee and termination of this AgreementTrustee.

COMPENSATION; EXPENSES. The Grantors Borrower and the Guarantors jointly and severally agree to pay, promptly upon demand: (1a) such compensation to the Collateral Trustee and its agents as the Company Borrower and the Collateral Trustee may agree in writing from time to time; (2b) all reasonable costs and expenses incurred by the Collateral Trustee and its agents in the preparation, execution, delivery, filing, recordation, administration or enforcement of this Agreement or any other Parity Pari Passu Lien Security Document or any consent, amendment, waiver or other modification relating hereto or thereto; (3c) all reasonable fees, expenses and disbursements of legal counsel and any auditors, accountants, consultants or appraisers or other professional advisors and agents engaged by the Collateral Trustee or any Parity Pari Passu Lien Representative incurred in connection with the negotiation, preparation, closing, administration, performance or enforcement of this Agreement and the other Parity Pari Passu Lien Security Documents or any consent, amendment, waiver or other modification relating hereto or thereto and any other document or matter requested by the Company Borrower or any Guarantor; (4d) all reasonable costs and expenses incurred by the Collateral Trustee and its agents in creating, perfecting, preserving, releasing or enforcing the Collateral Trustee’s Liens on the Collateral, including filing and recording fees, expenses and taxes, stamp or documentary taxes, search fees, and title insurance premiums; (5e) all other reasonable costs and expenses incurred by the Collateral Trustee and its agents in connection with the negotiation, preparation and execution of the Parity Pari Passu Lien Security Documents and any consents, amendments, waivers or other modifications thereto and the transactions contemplated thereby or the exercise of rights or performance of obligations by the Collateral Trustee thereunder; and (6f) after the occurrence of any Parity Lien Debt Default, all costs and expenses incurred by the Collateral TrusteeTrustee , its agents and any Parity Pari Passu Lien Representative in connection with the preservation, collection, foreclosure or enforcement of the Collateral subject to the Parity Pari Passu Lien Security Documents or any interest, right, power or remedy of the Collateral Trustee or in connection with the collection or enforcement of any of the Parity Pari Passu Lien Obligations or the proof, protection, administration or resolution of any claim based upon the Parity Pari Passu Lien Obligations in any Insolvency or Liquidation ProceedingDebtor Relief Laws, including all fees and disbursements of attorneys, accountants, auditors, consultants, appraisers and other professionals engaged by the Collateral TrusteeTrustee , its agents or the Parity Pari Passu Lien Representatives. The agreements in this Section 7.8 7.9 will survive repayment of all other Parity Pari Passu Lien Obligations and the removal or resignation of the Collateral Trustee and termination of this AgreementTrustee.

COMPENSATION; EXPENSES. The Grantors jointly (a) In consideration of the administrative services performed by Forum as described herein, the Trust will pay Forum, with respect to each class of Shares of each Fund a fee at the annual rate as listed in Appendix A hereto. Forum's fees shall be accrued by the Trust daily and severally shall be payable monthly in arrears on the first day of each calendar month for services performed under the Agreement during the prior calendar month. (b) Notwithstanding that other persons may, in investment advisory agreements or otherwise, agree to payassume certain expenses of the Trust or of any Fund or class of Shares thereof, promptly upon demand: the Trust shall be responsible and hereby assumes the obligation for payment of all the Trust's expenses, including (1i) such compensation payment of the fee payable to Forum under this Section 5 hereof and the fee payable to the Collateral Trustee and its agents as Advisers of each Fund pursuant to any investment advisory or similar agreement between the Company Adviser and the Collateral Trustee may agree in writing from time Trust; (ii) interest charges, taxes, brokerage fees and commissions; (iii) insurance and fidelity bond premiums; (iv) fees, interest charges and expenses of the Trust's custodian, transfer agent and dividend disbursing agent and providers of pricing, credit analysis and dividend services; (v) telecommunications expenses; (vi) auditing, legal and compliance expenses; (vii) costs of forming the Trust and maintaining its existence; (viii) costs of preparing and printing the Trust's Prospectuses, SAIs, subscription application forms and stockholder reports and their delivery to time; existing and prospective stockholders; (2ix) costs of maintaining books of original entry for portfolio and fund accounting and other required books and accounts and of calculating the net asset value of the Trust's shares; (x) costs of reproduction, stationery and supplies; (xi) compensation of the Trust's trustees, officers and employees and costs of other personnel performing services for the Trust, whether or not any such persons are affiliated persons of Forum or any Adviser of ; (xii) costs of Board, Board committee, shareholder and other corporate meetings; (xiii) SEC registration fees and related expenses; (xiv) state and other jurisdiction securities laws registration fees and related expenses, including costs of personnel to perform such securities registration; and (xv) all reasonable costs and expenses incurred borne by the Collateral Trustee and its agents in the preparation, execution, delivery, filing, recordation, administration or enforcement of this Agreement or Trust pursuant to any other Parity Lien Security Document or any consent, amendment, waiver or other modification relating hereto or thereto; (3) all reasonable fees, expenses and disbursements of legal counsel and any auditors, accountants, consultants or appraisers or other professional advisors and agents engaged distribution plan adopted by the Collateral Trustee Trust pursuant to Rule 12b-1 under the Act, shareholder service or any Parity Lien Representative incurred in connection with the negotiation, preparation, closing, administration, performance or enforcement of this Agreement and the other Parity Lien Security Documents or any consent, amendment, waiver or other modification relating hereto or thereto and any other document or matter requested by the Company or any Guarantor; (4) all reasonable costs and expenses incurred by the Collateral Trustee and its agents in creating, perfecting, preserving, releasing or enforcing the Collateral Trustee’s Liens on the Collateral, including filing and recording fees, expenses and taxes, stamp or documentary taxes, search fees, and title insurance premiums; (5) all other reasonable costs and expenses incurred by the Collateral Trustee and its agents in connection with the negotiation, preparation and execution of the Parity Lien Security Documents and any consents, amendments, waivers or other modifications thereto and the transactions contemplated thereby or the exercise of rights or performance of obligations by the Collateral Trustee thereunder; and (6) after the occurrence of any Parity Lien Debt Default, all costs and expenses incurred by the Collateral Trustee, its agents and any Parity Lien Representative in connection with the preservation, collection, foreclosure or enforcement of the Collateral subject to the Parity Lien Security Documents or any interest, right, power or remedy of the Collateral Trustee or in connection with the collection or enforcement of any of the Parity Lien Obligations or the proof, protection, administration or resolution of any claim based upon the Parity Lien Obligations in any Insolvency or Liquidation Proceeding, including all fees and disbursements of attorneys, accountants, auditors, consultants, appraisers and other professionals engaged by the Collateral Trustee, its agents or the Parity Lien Representatives. The agreements in this Section 7.8 will survive repayment of all other Parity Lien Obligations and the removal or resignation of the Collateral Trustee and termination of this Agreementsimilar plan.

COMPENSATION; EXPENSES. The Grantors Obligors jointly and severally agree to pay, promptly upon demand: (1a) all reasonable and documented costs and expenses, and after the occurrence of any Actionable Default, all costs and expenses, of the Secured Debt Representatives incurred in connection with the performance by such Secured Debt Representative of such Secured Debt Representatives’ duties under this Agreement; (b) such compensation to the Collateral Trustee Agent and its agents, co-agents and subagents as the Company Issuer and the Collateral Trustee Agent may agree in writing from time to time; (2c) all reasonable and documented costs and expenses incurred by the Collateral Trustee and its agents in the preparation, execution, delivery, filing, recordation, administration or enforcement of this Agreement or any other Parity Lien Security Collateral Document or any consent, amendment, waiver or other modification relating hereto or thereto; (3d) all reasonable and documented fees, expenses and disbursements of legal counsel (on a solicitor and his own client full indemnity basis) and any auditors, accountants, consultants or appraisers or other professional advisors advisors, experts and agents engaged by the Collateral Trustee or any Parity Lien Representative Agent incurred in connection with the negotiation, preparation, closing, administration, performance or enforcement of this Agreement and the other Parity Lien Security Collateral Documents or any consent, amendment, waiver or other modification relating hereto or thereto and any other document or matter requested by the Company Issuer and the transactions contemplated hereby and thereby or any Guarantorthe exercise of rights or performance of obligations by the Collateral Agent hereunder or thereunder; (4e) all reasonable and documented costs and expenses incurred by the Collateral Trustee and its agents in of creating, perfecting, preserving, releasing or enforcing the Collateral TrusteeAgent’s Liens on security interests in the Collateral, including filing and recording fees, expenses and taxes, stamp or documentary taxes, search fees, and title insurance premiums; (5f) all other reasonable and documented costs and expenses incurred by the Collateral Trustee and its agents Agent in connection with the negotiation, preparation and execution of this Agreement and the Parity Lien Security Collateral Documents and any consents, amendments, waivers or other modifications thereto and the transactions contemplated thereby or the exercise of rights or performance of obligations by the Collateral Trustee thereunderthereto; and (6g) after the occurrence of any Parity Lien Debt Actionable Default, all costs and expenses incurred by the Collateral Trustee, its agents and any Parity Lien Representative Agent in connection with the preservation, collection, foreclosure or enforcement of the Collateral subject to the Parity Lien Security Collateral Documents or any interest, right, power or remedy of the Collateral Trustee Agent or in connection with the collection or enforcement of any of the Parity Lien Obligations or the proof, protection, administration or resolution of any claim based upon the Parity Lien Obligations in any Insolvency or Liquidation Enforcement Proceeding, including all documented fees and disbursements of attorneyslegal counsel (on a solicitor and his own client full indemnity basis), accountants, auditors, consultants, appraisers and other professionals engaged by the Collateral Trustee, its agents Agent or the Parity Lien Secured Debt Representatives. None of the provisions contained in this Agreement or any supplement shall require the Collateral Agent to expend or risk its own funds or otherwise incur financial liability in performing its duties or in the exercise of any of its rights or powers. The agreements in this Section 7.8 9.9 will survive repayment of all other Parity Lien Obligations Secured Obligations, the termination of this Agreement and the removal or resignation of the Collateral Trustee and termination of this AgreementAgent.

COMPENSATION; EXPENSES. The Grantors jointly and severally agree to pay, promptly upon demand: (1i) such compensation compensation, fees, costs and expenses to the Collateral Trustee and its agents (including attorney’s fees and expenses) as the Company and the Collateral Trustee may agree in writing from time to time; (2ii) all reasonable and documented out-of-pocket costs and expenses incurred by the Collateral Trustee and its agents (including attorney’s fees and expenses) in the preparation, execution, delivery, filing, recordation, administration or enforcement of this Agreement or any other Parity Lien Security Document or any consent, amendment, waiver or other modification relating hereto or thereto; (3iii) all reasonable and documented out-of-pocket fees, expenses and disbursements of legal counsel and any auditors, accountants, consultants or appraisers or other professional advisors and agents engaged by the Collateral Trustee or any Parity Lien Representative incurred in connection with the negotiation, preparation, closing, administration, performance or enforcement of this Agreement and the other Parity Lien Security Documents or any consent, amendment, waiver or other modification relating hereto or thereto and any other document or matter requested by the Company Company, any Grantor or any Guarantor; (4) all reasonable costs and expenses incurred by the Collateral Trustee and its agents in creating, perfecting, preserving, releasing or enforcing the Collateral Trustee’s Liens on the Collateral, including filing and recording fees, expenses and taxes, stamp or documentary taxes, search fees, and title insurance premiums; (5iv) all other reasonable and documented out-of-pocket costs and expenses incurred by the Collateral Trustee and its agents in connection with the negotiation, preparation and execution of the Parity Lien Security Documents and any consents, amendments, waivers or other modifications thereto and the transactions contemplated thereby or the exercise of rights or performance of obligations by the Collateral Trustee thereunder; and (6v) all other reasonable and documented out-of-pocket costs and expenses incurred by the Collateral Trustee and its agents in connection with the negotiation, preparation and execution of the Parity Lien Security Documents and any consents, amendments, waivers or other modifications thereto and the transactions contemplated thereby or the exercise of rights or performance of obligations by the Collateral Trustee thereunder; and (vi) after the occurrence of any Parity Lien Debt Default, all costs and expenses incurred by the Collateral Trustee, its agents and any Parity Lien Representative in connection with the preservation, collection, foreclosure or enforcement of the Collateral subject to the Parity Lien Security Documents or any interest, right, power or remedy of the Collateral Trustee or in connection with the collection or enforcement of any of the Parity Lien Obligations or the proof, protection, administration or resolution of any claim based upon the Parity Lien Obligations in any Insolvency or Liquidation Proceeding, including all fees and disbursements of attorneys, accountants, auditors, consultants, appraisers and other professionals engaged by the Collateral Trustee, its agents or the Parity Lien Representatives. The agreements in this Section 7.8 will survive repayment of all other Parity Lien Obligations and the removal or resignation of the Collateral Trustee and termination of this Agreement.

COMPENSATION; EXPENSES. The Grantors jointly and severally agree to pay, promptly upon demand: (1) such compensation to the Collateral Trustee and its agents as the Company Borrower and the Collateral Trustee may agree in writing from time to time; (2) all reasonable and documented out-of-pocket costs and expenses incurred by the Collateral Trustee and its agents in the preparation, execution, delivery, filing, recordation, administration or enforcement of this Agreement or any other Parity Lien Security Document or any consent, amendment, waiver or other modification relating hereto or thereto; (3) all reasonable and documented fees, expenses and disbursements of outside legal counsel and any auditors, accountants, consultants or appraisers or other professional advisors and agents engaged by the Collateral Trustee or any Parity Lien Secured Debt Representative incurred in connection with the negotiation, preparation, closing, administration, performance or enforcement of this Agreement and the other Parity Lien Security Documents or any consent, amendment, waiver or other modification relating hereto or thereto and any other document or matter requested by the Company Borrower or any Guarantorother Grantor; (4) all reasonable and documented out-of-pocket costs and expenses incurred by the Collateral Trustee and its agents in creating, perfecting, preserving, releasing or enforcing the Collateral Trustee’s Liens on the Collateral, including filing and recording fees, expenses and taxes, stamp or documentary taxes, search fees, and title insurance premiums; (5) all other reasonable and documented out-of-pocket costs and expenses incurred by the Collateral Trustee and its agents in connection with the negotiation, preparation and execution of the Parity Lien Security Documents and any consents, amendments, waivers or other modifications thereto and the transactions contemplated thereby or the exercise of rights or performance of obligations by the Collateral Trustee thereunder; and (6) after the occurrence of any Parity Lien Secured Debt Default, all reasonable and documented out-of-pocket costs and expenses incurred by the Collateral Trustee, Trustee and its agents and any Parity Lien Secured Debt Representative in connection with the preservation, collection, foreclosure or enforcement of the Collateral subject to the Parity Lien Security Documents or any interest, right, power or remedy of the Collateral Trustee or in connection with the collection or enforcement of any of the Parity Lien Secured Obligations or the proof, protection, administration or resolution of any claim based upon the Parity Lien Secured Obligations in any Insolvency or Liquidation Proceeding, including all reasonable and documented fees and disbursements of outside attorneys, accountants, auditors, consultants, appraisers and other professionals engaged by the Collateral Trustee, its agents or the Parity Lien Secured Debt Representatives. The agreements in this Section 7.8 7.11 will survive repayment of all other Parity Lien Secured Obligations and the removal or resignation of the Collateral Trustee and termination of this AgreementTrustee.

COMPENSATION; EXPENSES. The Grantors Pledgors jointly and severally agree to pay, promptly upon demand: (1) such compensation to the Collateral Trustee and its agents as the Company IGN and the Collateral Trustee may agree in writing from time to time; (2) all reasonable costs and expenses incurred by the Collateral Trustee and its agents in the preparation, execution, delivery, filing, recordation, administration or enforcement of this Agreement or any other Parity Lien Security Document or any consent, amendment, waiver or other modification relating hereto or thereto; (3) all reasonable fees, expenses and disbursements of legal counsel and any auditors, accountants, consultants or appraisers or other professional advisors and agents engaged by the Collateral Trustee or any Parity First Lien Representative incurred in connection with the negotiation, preparation, closing, administration, performance or enforcement of this Agreement and the other Parity First Lien Security Documents or any consent, amendment, waiver or other modification relating hereto or thereto and any other document or matter requested by the Company IGN or any Guarantorother Pledgor; (4) all reasonable costs and expenses incurred by the Collateral Trustee and its agents in creating, perfecting, preserving, releasing or enforcing the Collateral Trustee’s Liens on the Collateral, including filing and recording fees, expenses and taxes, stamp or documentary taxes, search fees, and title insurance premiums; (5) all other reasonable costs and expenses incurred by the Collateral Trustee and its agents in connection with the negotiation, preparation and execution of the Parity Lien Security Documents and any consents, amendments, waivers or other modifications thereto and the transactions contemplated thereby or the exercise of rights or performance of obligations by the Collateral Trustee thereunder; and (6) after the occurrence of any Parity First Lien Debt Default, all costs and expenses incurred by the Collateral Trustee, its agents and any Parity First Lien Representative in connection with the preservation, collection, foreclosure or enforcement of the Collateral subject to the Parity Lien Security Documents or any interest, right, power or remedy of the Collateral Trustee or in connection with the collection or enforcement of any of the Parity First Lien Obligations or the proof, protection, administration or resolution of any claim based upon the Parity First Lien Obligations in any Insolvency or Liquidation Proceeding, including all fees and disbursements of attorneys, accountants, auditors, consultants, appraisers and other professionals engaged by the Collateral Trustee, its agents or the Parity First Lien Representatives. The agreements in this Section 7.8 7.09 will survive repayment of all other Parity First Lien Obligations and the removal or resignation of the Collateral Trustee and termination of this AgreementTrustee.

COMPENSATION; EXPENSES. The Grantors Company and the Guarantors jointly and severally agree to pay, promptly upon demand: (1) such compensation to the Collateral Trustee and its agents as the Company and the Collateral Trustee may agree in writing from time to time; (2) all reasonable costs and expenses incurred by the Collateral Trustee and its agents in the preparation, execution, delivery, filing, recordation, administration or enforcement of this Agreement or any other Parity Lien Security Document or any consent, amendment, waiver or other modification relating hereto or thereto; (3) all reasonable fees, expenses and disbursements of legal counsel and any auditors, accountants, consultants or appraisers or other professional advisors and agents engaged by the Collateral Trustee or any Parity Lien Representative incurred in connection with the negotiation, preparation, closing, administration, performance or enforcement of this Agreement and the other Parity Lien Security Documents or any consent, amendment, waiver or other modification relating hereto or thereto and any other document or matter requested by the Company or any Guarantor; (4) all reasonable costs and expenses incurred by the Collateral Trustee and its agents in creating, perfecting, preserving, releasing or enforcing the Collateral Trustee’s Liens on the Collateral, including filing and recording fees, expenses and taxes, stamp or documentary taxes, and search fees, and title insurance premiums; (5) all other reasonable costs and expenses incurred by the Collateral Trustee and its agents in connection with the negotiation, preparation and execution of the Parity Lien Security Documents and any consents, amendments, waivers or other modifications thereto and the transactions contemplated thereby or the exercise of rights or performance of obligations by the Collateral Trustee thereunder; and (6) after the occurrence of any Parity Priority Lien Debt Default, all reasonable costs and expenses incurred by the Collateral Trustee, its agents and any Parity Priority Lien Representative in connection with the preservation, collection, foreclosure or enforcement of the Collateral subject to the Parity Lien Security Documents or any interest, right, power or remedy of the Collateral Trustee or in connection with the collection or enforcement of any of the Parity Priority Lien Obligations or the proof, protection, administration or resolution of any claim based upon the Parity Priority Lien Obligations in any Insolvency or Liquidation Proceeding, including all reasonable fees and disbursements of attorneys, accountants, auditors, consultants, appraisers and other professionals engaged by the Collateral Trustee, its agents or the Parity Priority Lien Representatives. The agreements in this Section 7.8 7.10 will survive repayment of all other Parity Priority Lien Obligations and the removal or resignation of the Collateral Trustee. Section11 Indemnity (a) The Company and the Guarantors jointly and severally agree to defend, indemnify, pay and hold harmless the Collateral Trustee and termination its Affiliates and each and all of the directors, officers, partners, trustees, employees, attorneys and agents, and (in each case) their respective heirs, representatives, successors and assigns (each of the foregoing, an “Indemnitee”) from and against any and all Indemnified Liabilities; provided, that no Indemnitee will be entitled to indemnification hereunder with respect to any Indemnified Liability to the extent such Indemnified Liability is found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnitee. (b) All amounts due under this AgreementSection 7.11 will be payable upon demand. (c) To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in Section 7.11(a) may be unenforceable in whole or in part because they violate any law or public policy, each of the Company and the Guarantors will contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. (d) Neither the Company nor any Guarantor will ever assert any claim against any Indemnitee, on any theory of liability, for any lost profits or special, indirect or consequential damages or (to the fullest extent a claim for punitive damages may lawfully be waived) any punitive damages arising out of, in connection with, or as a result of, this Agreement or any other Priority Lien Document or any agreement or instrument or transaction contemplated hereby or relating in any respect to any Indemnified Liability, and the Company and each of the Guarantors hereby forever waives, releases and agrees not to sue xxxn any claim for any such lost profits or special, indirect, consequential or (to the fullest extent lawful) punitive damages, whether or not accrued and whether or not known or suspected to exist in its favor. (e) The agreements in this Section 7.11 will survive repayment of all other Priority Lien Obligations and the removal or resignation of the Collateral Trustee. Section12 Severability Section13 Headings Section14 Obligations Secured Section15 Governing Law Section16 Consent to Jurisdiction (1) accepts generally and unconditionally the nonexclusive jurisdiction and venue of such courts; (2) waives any defense of forum non conveniens; (3) agrees that service of all process in any such proceeding in any such court may be made by registered or certified mail, return receipt requested, to such party at its address provided in accordance with Section 7.7; (4) agrees that service as provided in clause (3) above is sufficient to confer personal jurisdiction over such party in any such proceeding in any such court and otherwise constitutes effective and binding service in every respect; and (5) agrees that each party hereto retains the right to serve process in any other manner permitted by law or to bring proceedings against any party in the courts of any other jurisdiction.

COMPENSATION; EXPENSES. The Grantors Obligors jointly and severally agree to pay, promptly upon demand: (1a) such compensation to the Collateral Trustee Agent and its agents, co-agents and sub-agents as the Company and the Collateral Trustee Agent may agree in writing from time to time; (2b) all reasonable costs and expenses incurred by the Collateral Trustee and its agents in the preparation, execution, delivery, filing, recordation, administration or enforcement of this Agreement or any other Parity Lien Security Document or any consent, amendment, waiver or other modification relating hereto or thereto; (3c) all reasonable fees, expenses and disbursements of legal counsel and any auditors, accountants, consultants or appraisers or other professional advisors and agents engaged by the Collateral Trustee Agent or any Parity Lien Secured Debt Representative incurred in connection with the negotiation, preparation, closing, administration, performance or enforcement of this Agreement and the other Parity Lien Security Documents or any consent, amendment, waiver or other modification relating hereto or thereto and any other document or matter requested by the Company or any GuarantorCompany; (4d) all reasonable costs and expenses incurred by the Collateral Trustee and its agents in of creating, perfecting, preserving, releasing or enforcing the Collateral TrusteeAgent’s Liens on security interests in the Pledged Collateral, including filing and recording fees, expenses and taxes, stamp or documentary taxes, search fees, and title insurance premiums; (5e) all other reasonable costs and expenses incurred by the Collateral Trustee and its agents Agent or any Secured Debt Representative in connection with the negotiation, preparation and execution of the Parity Lien Security Documents and any consents, amendments, waivers or other modifications thereto and the transactions contemplated thereby or the exercise of rights or performance of obligations by the Collateral Trustee Agent thereunder; and (6f) after the occurrence of any Parity Lien Secured Debt Default, all costs and expenses incurred by the Collateral Trustee, its agents and Agent or any Parity Lien Secured Debt Representative in connection with the preservation, collection, foreclosure or enforcement of the Pledged Collateral subject to the Parity Lien Security Documents or any interest, right, power or remedy of the Collateral Trustee Agent or in connection with the collection or enforcement of any of the Parity Lien Secured Obligations or the proof, protection, administration or resolution of any claim based upon the Parity Lien Secured Obligations in any Insolvency or Liquidation Proceeding, including all fees and disbursements of attorneys, accountants, auditors, consultants, appraisers and other professionals engaged by the Collateral Trustee, its agents Agent or the Parity Lien Secured Debt Representatives. The agreements in this Section 7.8 8.8 will survive repayment of all other Parity Lien Secured Obligations and the removal or resignation of the Collateral Trustee and termination of this AgreementAgent.

COMPENSATION; EXPENSES. The Grantors Whether or not the transactions contemplated hereby shall be consummated, each of the Company and the Subsidiary Parties jointly and severally agree agrees to pay, promptly upon demand: (1a) such compensation to the Collateral Trustee and its agents Agent as agreed to in a separate fee agreement dated October 12, 2021, between the Company and the Collateral Trustee may agree in writing from time to timeAgent; (2b) all reasonable costs and expenses incurred by the Collateral Trustee and its agents in the preparation, execution, delivery, filing, recordation, administration or enforcement of this Agreement or any other Parity Lien Security Document or any consent, amendment, waiver or other modification relating hereto or thereto; (3c) all reasonable fees, expenses and disbursements of legal counsel and any auditors, accountants, consultants or appraisers or other professional advisors and agents engaged by the Collateral Trustee or any Parity Lien Representative incurred Agent in connection with the negotiation, preparation, closing, administration, performance or enforcement of this Agreement and the other Parity Lien Security Documents or any consent, amendment, waiver or other modification relating hereto or thereto and any other document or matter requested by the Company or any GuarantorCompany; (4d) all reasonable costs and expenses incurred by the Collateral Trustee and its agents in of creating, perfecting, preserving, releasing or enforcing the Collateral TrusteeAgent’s Liens on security interests in the Collateral, including filing and recording fees, expenses and taxes, stamp or documentary taxes, search fees, and title insurance premiums; (5e) all reasonable costs of any Opinion of Counsel required hereby to be delivered to the Collateral Agent; (f) all other reasonable costs and expenses incurred by the Collateral Trustee and its agents Agent in connection with the negotiation, preparation and execution of the Parity Lien Security Documents and any consents, amendments, waivers or other modifications thereto and the transactions contemplated thereby or the exercise of its rights or performance of its obligations by the Collateral Trustee Agent thereunder; and (6g) after the occurrence and during the continuance of any Parity Lien Debt an Event of Default, all reasonable costs and expenses incurred by the Collateral Trustee, its agents and any Parity Lien Representative Agent in connection with the preservation, collection, foreclosure or enforcement of the Collateral subject to Liens granted by the Parity Lien Security Documents or any interest, right, power or remedy of the Collateral Trustee Agent or in connection with the collection or enforcement of any of the Parity Lien Secured Obligations or the proof, protection, administration or resolution of any claim based upon the Parity Lien Secured Obligations in any bankruptcy case or Insolvency or Liquidation ProceedingProceedings, including all reasonable fees and disbursements of attorneys, accountants, auditors, consultants, appraisers and other professionals engaged by the Collateral Trustee, its agents or the Parity Lien Representatives. Agent. (h) The agreements in this Section 7.8 will 7.7 shall survive repayment of the Secured Obligations and all other Parity Lien Obligations amounts payable hereunder and the resignation or removal or resignation of the Collateral Trustee and termination of this Agreement.Agent. 0000-0000-0000 v13 36

COMPENSATION; EXPENSES. The Grantors Whether or not the transactions contemplated hereby shall be consummated, each of the Company and the Subsidiary Guarantors jointly and severally agree agrees to pay, promptly upon demand: (1a) such compensation to the Collateral Trustee and its agents Agent as agreed to in a separate fee agreement dated [•], between the Company and the Collateral Trustee may agree in writing from time to timeAgent; (2b) all reasonable costs and expenses incurred by the Collateral Trustee and its agents in the preparation, execution, delivery, filing, recordation, administration or enforcement of this Agreement or any other Parity Lien Security Document or any consent, amendment, waiver or other modification relating hereto or thereto;; 0000-0000-0000 v10 (3c) all reasonable fees, expenses and disbursements of legal counsel and any auditors, accountants, consultants or appraisers or other professional advisors and agents engaged by the Collateral Trustee or any Parity Lien Representative incurred Agent in connection with the negotiation, preparation, closing, administration, performance or enforcement of this Agreement and the other Parity Lien Security Documents or any consent, amendment, waiver or other modification relating hereto or thereto and any other document or matter requested by the Company or any GuarantorCompany; (4d) all reasonable costs and expenses incurred by the Collateral Trustee and its agents in of creating, perfecting, preserving, releasing or enforcing the Collateral TrusteeAgent’s Liens on security interests in the Collateral, including filing and recording fees, expenses and taxes, stamp or documentary taxes, search fees, and title insurance premiums; (5e) all reasonable costs of any Opinion of Counsel required hereby to be delivered to the Collateral Agent; (f) all other reasonable costs and expenses incurred by the Collateral Trustee and its agents Agent in connection with the negotiation, preparation and execution of the Parity Lien Security Documents and any consents, amendments, waivers or other modifications thereto and the transactions contemplated thereby or the exercise of its rights or performance of its obligations by the Collateral Trustee Agent thereunder; and (6g) after the occurrence and during the continuance of any Parity Lien Debt an Event of Default, all reasonable costs and expenses incurred by the Collateral Trustee, its agents and any Parity Lien Representative Agent in connection with the preservation, collection, foreclosure or enforcement of the Collateral subject to Liens granted by the Parity Lien Security Documents or any interest, right, power or remedy of the Collateral Trustee Agent or in connection with the collection or enforcement of any of the Parity Lien Secured Obligations or the proof, protection, administration or resolution of any claim based upon the Parity Lien Secured Obligations in any bankruptcy case or Insolvency or Liquidation ProceedingProceedings, including all reasonable fees and disbursements of attorneys, accountants, auditors, consultants, appraisers and other professionals engaged by the Collateral Trustee, its agents or the Parity Lien Representatives. Agent. (h) The agreements in this Section 7.8 will 7.7 shall survive repayment of the Secured Obligations and all other Parity Lien Obligations amounts payable hereunder and the resignation or removal or resignation of the Collateral Trustee and termination of this AgreementAgent.

COMPENSATION; EXPENSES. The Grantors jointly and severally agree to pay, promptly upon demand: (1a) such compensation to the Collateral Trustee and its agents as the Company and the Collateral Trustee may agree in writing from time to time;; and (2b) jointly and severally, no later than fifteen (15) days after written demand therefor: (1) all reasonable reasonable, documented out-of-pocket costs and expenses incurred by the Collateral Trustee and its agents in the preparation, execution, delivery, filing, recordation, administration or enforcement of this Agreement or any other Parity Lien Security Document or any consent, amendment, waiver or other modification relating hereto or thereto; (32) all reasonable reasonable, documented out-of-pocket fees, expenses and disbursements of legal counsel and any auditors, accountants, consultants or appraisers or other professional advisors and agents engaged by the Collateral Trustee or any Parity Lien Representative incurred in connection with (i) the negotiation, preparation, closing, administration, performance or enforcement of this Agreement and the other Parity Lien Security Documents (or any consent, amendment, waiver or other modification relating hereto or thereto and any other document or matter requested by the Company or any Guarantorother Grantor), (ii) the transactions contemplated thereby and (iii) the exercise of rights or performance of obligations of the Collateral Trustee thereunder; provided, however, that in no event shall the Grantors be obligated to pay fees and expenses for more than one primary counsel to the Collateral Trustee (and up to one local counsel in each applicable jurisdiction and regulatory counsel); (43) all reasonable reasonable, documented out-of-pocket costs and expenses incurred by the Collateral Trustee and its agents in creating, perfecting, preserving, releasing or enforcing the Collateral Trustee’s Liens on the Collateral, including filing and recording fees, expenses and taxes, stamp or documentary taxes, search fees, and title insurance premiums; (54) subject to the proviso in clause (2), after the occurrence of any Secured Debt Default, all other reasonable reasonable, documented out-of-pocket costs and expenses incurred by the Collateral Trustee and its agents in connection with the negotiation, preparation and execution of the Parity Lien Security Documents and any consents, amendments, waivers or other modifications thereto and the transactions contemplated thereby or the exercise of rights or performance of obligations by the Collateral Trustee thereunder; and (6) after the occurrence of any Parity Lien Debt Default, all costs and expenses incurred by the Collateral Trustee, its agents and any Parity Lien Representative in connection with the preservation, collection, foreclosure or enforcement of the Collateral subject to the Parity Lien Security Documents or any interest, right, power or remedy of the Collateral Trustee or in connection with the collection or enforcement of any of the Parity Lien Secured Obligations or the proof, protection, administration or resolution of any claim based upon the Parity Lien Secured Obligations in any Insolvency or Liquidation Proceeding, including all reasonable, documented out-of-pocket fees and disbursements of attorneys, accountants, auditors, consultants, appraisers and other professionals engaged by the Collateral Trustee, Trustee and its agents or the Parity Lien Representativesagents. The agreements in this Section 7.8 7.9 will survive repayment of all other Parity Lien Secured Obligations and the removal or resignation of the Collateral Trustee and termination of this AgreementTrustee.

COMPENSATION; EXPENSES. The Grantors jointly and severally agree Borrower agrees to pay, promptly upon demand: (1) pay such compensation to each of the Collateral Security Trustee and its agents and attorneys as and when the Company Borrower and the Collateral Security Trustee may agree in writing from time to time;. In addition, the Borrower agrees to pay within 15 days of receipt of written demand therefor, including documentation reasonably supporting such demand (without duplication): (2i) all reasonable and documented costs and out-of-pocket expenses incurred by the Collateral Security Trustee and its agents in connection with the negotiation, preparation, execution, delivery, filing, recordationregistration, recordation or administration or enforcement of this Agreement or any other Parity Lien Security Collateral Document or any consent, amendment, waiver or other modification relating hereto or thereto; (3ii) all reasonable and documented fees, out-of-pocket expenses and disbursements of the Security Trustee’s legal counsel and any auditors, accountants, consultants or appraisers or other professional advisors and agents engaged by the Collateral Security Trustee or any Parity Secured Lien Representative incurred in connection with the negotiation, preparation, closing, administration, administration or performance of or enforcement exercise of rights under this Agreement and the other Parity Lien Security Collateral Documents or any consent, amendment, waiver or other modification relating hereto or thereto and any other document or matter requested by the Company Borrower or any Guarantorother Grantor; (4iii) all reasonable and documented costs and out-of-pocket expenses incurred by the Collateral Security Trustee and its agents in creating, perfecting, preserving, preserving or releasing or enforcing the Collateral Security Trustee’s Liens on the CollateralCollateral under the Collateral Documents, including filing filing, registration and recording fees, expenses and taxes, stamp or documentary taxes, search fees, and title insurance premiums; (5) all other reasonable costs and expenses incurred by the Collateral Trustee and its agents in connection with the negotiation, preparation and execution of the Parity Lien Security Documents and any consents, amendments, waivers or other modifications thereto and the transactions contemplated thereby or the exercise of rights or performance of obligations by the Collateral Trustee thereunder; and (6iv) after the occurrence and during the continuance of any Parity Lien Secured Debt Default, all costs and out-of-pocket expenses incurred by the Collateral Security Trustee, its their agents and any Parity Secured Lien Representative in connection with the preservation, collection, foreclosure or enforcement of the Collateral subject to the Parity Lien Security Collateral Documents or any interest, right, power or remedy of the Collateral Security Trustee or in connection with the collection or enforcement of any of the Parity Lien Secured Obligations or the proof, protection, administration or resolution of any claim based upon the Parity Lien Secured Obligations in any Insolvency or Liquidation Proceeding, including all reasonable and documented fees and disbursements of attorneys, accountants, auditors, consultants, appraisers and other professionals engaged by the Collateral Security Trustee, its agents or the Parity Secured Lien Representatives. The agreements in this Section 7.8 8.09 will survive repayment of all other Parity Lien Obligations Secured Obligations, the termination of any Collateral Document and the removal or resignation of the Collateral Security Trustee. The amounts above shall include all reasonable and documented costs and out-of-pocket expenses of attorneys of the Security Trustee, provided that, save where clause (iv) applies, such costs and out-of-pocket expenses of attorneys of the Security Trustee shall include the documented fees, charges and disbursements of one counsel for the Security Trustee and termination of this Agreementone additional counsel in any applicable local jurisdiction, one counsel for each Secured Lien Representative and, in each case, such other counsel as may be agreed with the Borrower.

COMPENSATION; EXPENSES. The Grantors jointly and severally agree to pay, promptly upon demand: (1a) such compensation to the Collateral Trustee and its agents as the Company Issuer and the Collateral Trustee may agree in writing from time to time;writing; and (2b) jointly and severally, no later than fifteen (15) days after written demand therefor: (1) all reasonable reasonable, documented out-of-pocket costs and expenses incurred by the Collateral Trustee and its agents in the preparation, execution, delivery, filing, recordation, administration or enforcement of this Agreement or any other Parity Lien Security Document or any consent, amendment, waiver or other modification relating hereto or thereto; (32) all reasonable reasonable, documented out-of-pocket fees, expenses and disbursements of legal counsel and any auditors, accountants, consultants or appraisers or other professional advisors and agents engaged by the Collateral Trustee or any Parity Lien Representative incurred in connection with (i) the negotiation, preparation, closing, administration, performance or enforcement of this Agreement and the other Parity Lien Security Documents (or any consent, amendment, waiver or other modification relating hereto or thereto and any other document or matter requested by the Company Issuer or any Guarantorother Grantor), (ii) the transactions contemplated thereby and (iii) the exercise of rights or performance of obligations of the Collateral Trustee thereunder; provided, however, that in no event shall the Grantors be obligated to pay fees and expenses for more than one primary counsel to the Collateral Trustee (and up to one local counsel in each applicable jurisdiction and regulatory counsel); (43) if applicable, all reasonable reasonable, documented out-of-pocket costs and expenses incurred by the Collateral Trustee and its agents in creating, perfecting, preserving, releasing or enforcing the Collateral Trustee’s Liens on the Collateral, including filing and recording fees, expenses and taxes, stamp or documentary taxes, search fees, and title insurance premiums; (54) subject to the proviso in clause (2), after the occurrence of any Secured Debt Default, all other reasonable reasonable, documented out-of-pocket costs and expenses incurred by the Collateral Trustee and its agents in connection with the negotiation, preparation and execution of the Parity Lien Security Documents and any consents, amendments, waivers or other modifications thereto and the transactions contemplated thereby or the exercise of rights or performance of obligations by the Collateral Trustee thereunder; and (6) after the occurrence of any Parity Lien Debt Default, all costs and expenses incurred by the Collateral Trustee, its agents and any Parity Lien Representative in connection with the preservation, collection, foreclosure or enforcement of the Collateral subject to the Parity Lien Security Documents or any interest, right, power or remedy of the Collateral Trustee or in connection with the collection or enforcement of any of the Parity Lien Secured Obligations or the proof, protection, administration or resolution of any claim based upon the Parity Lien Secured Obligations in any Insolvency or Liquidation Proceeding, including all reasonable, documented out-of-pocket fees and disbursements of attorneys, accountants, auditors, consultants, appraisers and other professionals engaged by the Collateral Trustee, Trustee and its agents or the Parity Lien Representativesagents. The agreements in this Section 7.8 7.9 will survive repayment of all other Parity Lien Secured Obligations and the removal or resignation of the Collateral Trustee and termination of this AgreementTrustee.

COMPENSATION; EXPENSES. The Grantors Pledgors jointly and severally agree to pay, promptly upon demand: (1) such compensation to the Collateral Trustee and its agents as the Company Borrower and the Collateral Trustee may agree in writing from time to time; (2) all reasonable out-of-pocket costs and expenses incurred by the Collateral Trustee and its agents in the preparation, execution, delivery, filing, recordation, administration or enforcement of this Agreement or any other Parity Lien Security Document or any consent, amendment, waiver or other modification relating hereto or thereto; (3) all reasonable out-of-pocket fees, expenses and disbursements of legal counsel and any auditors, accountants, consultants or appraisers or other professional advisors and agents engaged by the Collateral Trustee or any Parity Lien Secured Debt Representative incurred in connection with the negotiation, preparation, closing, administration, performance or enforcement of this Agreement and the other Parity Lien Security Documents or any consent, amendment, waiver or other modification relating hereto or thereto and any other document or matter requested by the Company Borrower or any Guarantorother Pledgor; (4) all reasonable out-of-pocket costs and expenses incurred by the Collateral Trustee and its agents in creating, perfecting, preserving, releasing or enforcing the Collateral Trustee’s 's Liens on the Collateral, including filing and recording fees, expenses and taxes, stamp or documentary taxes, search fees, and title insurance premiums; (5) all other reasonable costs and expenses incurred by the Collateral Trustee and its agents in connection with the negotiation, preparation and execution of the Parity Lien Security Documents and any consents, amendments, waivers or other modifications thereto and the transactions contemplated thereby or the exercise of rights or performance of obligations by the Collateral Trustee thereunder; and (65) after the occurrence of any Parity Lien Secured Debt Default, all costs and expenses incurred by the Collateral Trustee, its agents and any Parity Lien Secured Debt Representative in connection with the preservation, collection, foreclosure or enforcement of the Collateral subject to the Parity Lien Security Documents or any interest, right, power or remedy of the Collateral Trustee or in connection with the collection or enforcement of any of the Parity Lien Secured Obligations or the proof, protection, administration or resolution of any claim based upon the Parity Lien Secured Obligations in any Insolvency or Liquidation Proceeding, including all fees and disbursements of attorneys, accountants, auditors, consultants, appraisers and other professionals engaged by the Collateral Trustee, its agents or the Parity Lien Secured Debt Representatives. The agreements in this Section 7.8 7.10 will survive repayment of all other Parity Lien Secured Obligations and the removal or resignation of the Collateral Trustee and termination of this AgreementTrustee.

COMPENSATION; EXPENSES. The Grantors jointly and severally agree to pay, promptly upon demand: (1) such compensation to the Collateral Trustee Agent and its agents as the Company and the Collateral Trustee Agent may agree in writing from time to time; (2) all reasonable out-of-pocket costs and expenses incurred by the Collateral Trustee Agent and its agents in the preparation, execution, delivery, filing, recordation, administration or enforcement of this Agreement or any other Parity Lien Security Document or any consent, amendment, waiver or other modification relating hereto or thereto; (3) all reasonable fees, expenses and disbursements of legal counsel and any auditors, accountants, consultants or appraisers or other professional advisors and agents engaged by the Collateral Trustee Agent or any Parity Lien Representative incurred in connection with the negotiation, preparation, closing, administration, performance or enforcement of this Agreement and the other Parity Lien Security Documents or any consent, amendment, waiver or other modification relating hereto or thereto and any other document or matter requested by the Company or any Guarantorother Grantor; (4) all reasonable out-of-pocket costs and expenses incurred by the Collateral Trustee Agent and its agents in creating, perfecting, preserving, releasing or enforcing the Collateral TrusteeAgent’s Liens on the Collateral, including filing and recording fees, expenses and taxes, stamp or documentary taxes, search fees, and title insurance premiums; (5) all other reasonable costs and expenses incurred by the Collateral Trustee Agent and its agents in connection with the negotiation, preparation and execution of the Parity Lien Security Documents and any consents, amendments, waivers or other modifications thereto and the transactions contemplated thereby or the exercise of rights or performance of obligations by the Collateral Trustee Agent thereunder; and (6) after the occurrence of any Parity Lien Debt Default, all costs and expenses incurred by the Collateral TrusteeAgent, its agents and any Parity Lien Representative in connection with the preservation, collection, foreclosure or enforcement of the Collateral subject to the Parity Lien Security Documents or any interest, right, power or remedy of the Collateral Trustee Agent or in connection with the collection or enforcement of any of the Parity Lien Obligations or the proof, protection, administration or resolution of any claim based upon the Parity Lien Obligations in any Insolvency or Liquidation Proceeding, including all fees and disbursements of attorneys, accountants, auditors, consultants, appraisers and other professionals engaged by the Collateral TrusteeAgent, its agents or the Parity Lien Representatives. The agreements in this Section 7.8 5.6 will survive repayment of all other Parity Lien Obligations and the removal or resignation of the Collateral Trustee and termination of this AgreementAgent.

COMPENSATION; EXPENSES. The Grantors Pledgors jointly and severally agree to pay, promptly upon demand: (1) such compensation to the Collateral Trustee and its agents as the Company and the Collateral Trustee may agree in writing from time to time; (2) all reasonable costs and expenses incurred by the Collateral Trustee and its agents in the preparation, execution, delivery, filing, recordation, administration or enforcement of this Agreement or any other Parity Lien Security Document or any consent, amendment, waiver or other modification relating hereto or thereto; (3) all reasonable fees, expenses and disbursements of legal counsel and any auditors, accountants, consultants or appraisers or other professional advisors and agents engaged by the Collateral Trustee or any Parity Lien Secured Debt Representative incurred in connection with the negotiation, preparation, closing, administration, performance or enforcement of this Agreement and the other Parity Lien Security Documents or any consent, amendment, waiver or other modification relating hereto or thereto and any other document or matter requested by the Company or any Guarantorother Pledgor; (4) all reasonable costs and expenses incurred by the Collateral Trustee and its agents in creating, perfecting, preserving, releasing or enforcing the Collateral Trustee’s Liens on the Collateral, including filing and recording fees, expenses and taxes, stamp or documentary taxes, search fees, and title insurance premiums; (5) all other reasonable costs and expenses incurred by the Collateral Trustee and its agents in connection with the negotiation, preparation and execution of the Parity Lien Security Documents and any consents, amendments, waivers or other modifications thereto and the transactions contemplated thereby or the exercise of rights or performance of obligations by the Collateral Trustee thereunder; and; (6) after the occurrence of any Parity Lien Secured Debt Default, all costs and expenses incurred by the Collateral Trustee, its agents and any Parity Lien Secured Debt Representative in connection with the preservation, collection, foreclosure or enforcement of the Collateral subject to the Parity Lien Security Documents or any interest, right, power or remedy of the Collateral Trustee or in connection with the collection or enforcement of any of the Parity Lien Secured Obligations or the proof, protection, administration or resolution of any claim based upon the Parity Lien Secured Obligations in any Insolvency or Liquidation Proceeding, including all fees and disbursements of attorneys, accountants, auditors, consultants, appraisers and other professionals engaged by the Collateral Trustee, its agents or the Parity Lien Secured Debt Representatives; and (7) all filing and recordation fees, expenses and taxes. The agreements in this Section 7.8 7.10 will survive repayment of all other Parity Lien Secured Obligations and the removal or resignation of the Collateral Trustee and termination of this AgreementTrustee.

COMPENSATION; EXPENSES. The Grantors Company and the Guarantors jointly and severally agree to pay, promptly upon demand: (1) such compensation to the Collateral Trustee and its agents as the Company and the Collateral Trustee may agree in writing from time to time; (2) all reasonable costs and expenses incurred by the Collateral Trustee and its agents in the preparation, execution, delivery, filing, recordation, administration or enforcement of this Agreement or any other Parity Lien Security Document or any consent, amendment, waiver or other modification relating hereto or thereto; (3) all reasonable fees, expenses and disbursements of legal counsel and any auditors, accountants, consultants or appraisers or other professional advisors and agents engaged by the Collateral Trustee or any Parity Lien Representative incurred in connection with the negotiation, preparation, closing, administration, performance or enforcement of this Agreement and the other Parity Lien Security Documents or any consent, amendment, waiver or other modification relating hereto or thereto and any other document or matter requested by the Company or any Guarantor; (4) all reasonable costs and expenses incurred by the Collateral Trustee and its agents in creating, perfecting, preserving, releasing or enforcing the Collateral Trustee’s Liens on the Collateral, including filing and recording fees, expenses and taxes, stamp or documentary taxes, and search fees, and title insurance premiums; (5) all other reasonable costs and expenses incurred by the Collateral Trustee and its agents in connection with the negotiation, preparation and execution of the Parity Lien Security Documents and any consents, amendments, waivers or other modifications thereto and the transactions contemplated thereby or the exercise of rights or performance of obligations by the Collateral Trustee thereunder; and (6) after the occurrence of any Parity Lien Secured Debt Default, all costs and expenses incurred by the Collateral Trustee, its agents and any Parity Lien Secured Debt Representative in connection with the preservation, collection, foreclosure or enforcement of the Collateral subject to the Parity Lien Security Documents or any interest, right, power or remedy of the Collateral Trustee or in connection with the collection or enforcement of any of the Parity Lien Secured Obligations or the proof, protection, administration or resolution of any claim based upon the Parity Lien Secured Obligations in any Insolvency or Liquidation Proceeding, including all fees and disbursements of attorneys, accountants, auditors, consultants, appraisers and other professionals engaged by the Collateral Trustee, its agents or the Parity Lien Secured Debt Representatives. The agreements in this Section 7.8 7.10 will survive repayment of all other Parity Lien Secured Obligations and the removal or resignation of the Collateral Trustee and termination of this AgreementTrustee.

COMPENSATION; EXPENSES. The Grantors Mortgagors jointly and severally agree to pay, promptly upon demand: (1) such compensation to the Collateral Trustee and its agents as the Company and the Collateral Trustee may agree in writing from time to time; (2) all reasonable costs and expenses incurred by the Collateral Trustee and its agents in the preparation, execution, delivery, filing, recordation, administration or enforcement of this Agreement or any other Parity Lien Security Document or any consent, amendment, waiver or other modification relating hereto or thereto; (3) all reasonable fees, expenses and disbursements of legal counsel and any auditors, accountants, consultants or appraisers or other professional advisors and agents engaged by the Collateral Trustee or any Parity Lien Representative incurred in connection with the negotiation, preparation, closing, administration, performance or enforcement of this Agreement and the other Parity Lien Security Documents or any consent, amendment, waiver or other modification relating hereto or thereto and any other document or matter requested by the Company or any Guarantor; (4) all reasonable costs and expenses incurred by the Collateral Trustee and its agents in creating, perfecting, preserving, releasing or enforcing the Collateral Trustee’s Liens on the Collateral, including filing and recording fees, expenses and taxes, stamp or documentary taxes, taxes and search fees, and title insurance premiums; (5) all other reasonable costs and expenses incurred by the Collateral Trustee and its agents in connection with the negotiation, preparation and execution of the Parity Lien Security Documents and any consents, amendments, waivers or other modifications thereto and the transactions contemplated thereby or the exercise of rights or performance of obligations by the Collateral Trustee thereunder; and (6) after the occurrence of any Parity Lien Debt Default, all costs and expenses incurred by the Collateral Trustee, its agents and any Parity Lien Representative in connection with the preservation, collection, foreclosure or enforcement of the Collateral subject to the Parity Lien Security Documents or any interest, right, power or remedy of the Collateral Trustee or in connection with the collection or enforcement of any of the Parity Lien Obligations or the proof, protection, administration or resolution of any claim based upon the Parity Lien Obligations in any Insolvency or Liquidation Proceeding, including all fees and disbursements of attorneys, accountants, auditors, consultants, appraisers and other professionals engaged by the Collateral Trustee, its agents or the Parity Lien Representatives. The agreements in this Section 7.8 will survive repayment of all other Parity Lien Obligations and the removal or resignation of the Collateral Trustee and termination of this Agreement.

COMPENSATION; EXPENSES. The Grantors jointly and severally agree Borrower agrees to pay, promptly upon demand: (1) pay such compensation to each of the Collateral Security Trustee and its agents and attorneys as and when the Company Borrower and the Collateral Security Trustee may agree in writing from time to time;. In addition, the Borrower agrees to pay within 15 days after receipt of written demand therefor, including documentation reasonably supporting such demand (without duplication): (2i) all reasonable and documented costs and out-of-pocket expenses incurred by the Collateral Security Trustee and its agents in connection with the negotiation, preparation, execution, delivery, filing, recordationregistration, recordation or administration or enforcement of this Agreement or any other Parity Lien Security Collateral Document or any consent, amendment, waiver or other modification relating hereto or thereto; (3ii) all reasonable and documented fees, out-of-pocket expenses and disbursements of the Security Trustee’s legal counsel and any auditors, accountants, consultants or appraisers or other professional advisors and agents engaged by the Collateral Security Trustee or any Parity Secured Lien Representative incurred in connection with the negotiation, preparation, closing, administration, administration or performance of or enforcement exercise of rights under this Agreement and the other Parity Lien Security Collateral Documents or any consent, amendment, waiver or other modification relating hereto or thereto and any other document or matter requested by the Company or any GuarantorBorrower; (4iii) all reasonable and documented costs and out-of-pocket expenses incurred by the Collateral Security Trustee and its agents in creating, perfecting, preserving, preserving or releasing or enforcing the Collateral Security Trustee’s Liens on the CollateralCollateral under the Collateral Documents, including filing filing, registration and recording fees, expenses and taxes, stamp or documentary taxes, search fees, and title insurance premiums;; and (5iv) after the occurrence and during the continuance of any Secured Debt Default, all other reasonable and documented costs and out-of-pocket expenses incurred by the Collateral Trustee and its agents in connection with the negotiation, preparation and execution of the Parity Lien Security Documents and any consents, amendments, waivers or other modifications thereto and the transactions contemplated thereby or the exercise of rights or performance of obligations by the Collateral Trustee thereunder; and (6) after the occurrence of any Parity Lien Debt Default, all costs and expenses incurred by the Collateral Trustee, its their agents and any Parity Secured Lien Representative in connection with the preservation, collection, foreclosure or enforcement of the Collateral subject to the Parity Lien Security Collateral Documents or any interest, right, power or remedy of the Collateral Security Trustee or in connection with the collection or enforcement of any of the Parity Lien Secured Obligations or the proof, protection, administration or resolution of any claim based upon the Parity Lien Secured Obligations in any Insolvency or Liquidation Proceeding, including all reasonable and documented fees and disbursements of attorneys, accountants, auditors, consultants, appraisers and other professionals engaged by the Collateral Security Trustee, its agents or the Parity Secured Lien Representatives. The agreements in this Section 7.8 8.09 will survive repayment of all other Parity Lien Obligations Secured Obligations, the termination of any Collateral Document and the removal or resignation of the Collateral Security Trustee. The amounts above shall include all reasonable and documented costs and out-of-pocket expenses of attorneys of the Security Trustee, provided that, save where clause (iv) applies, such costs and out-of-pocket expenses of attorneys of the Security Trustee shall include the documented fees, charges and disbursements of one counsel for the Security Trustee and termination of this Agreementone additional counsel in any applicable local jurisdiction, one counsel for each Secured Lien Representative and, in each case, such other counsel as may be agreed with the Borrower.

COMPENSATION; EXPENSES. The Grantors Obligors jointly and severally agree to pay, promptly upon demand: (1a) such compensation to the Collateral Trustee and its agents, co-agents and sub-agents as the Company and the Collateral Trustee may shall agree in writing from time to time; (2b) all reasonable costs and expenses incurred by the Collateral Trustee and its agents in the preparation, execution, delivery, filing, recordation, administration or enforcement of this Agreement or any other Parity Lien Security Document or any consent, amendment, waiver or other modification relating hereto or thereto; (3c) all reasonable fees, expenses and disbursements of legal counsel and any auditors, accountants, consultants or appraisers or other professional advisors and agents engaged by the Collateral Trustee or any Parity Lien Secured Debt Representative incurred in connection with the negotiation, preparation, closing, administration, performance or enforcement of this Agreement and the other Parity Lien Security Documents or any consent, amendment, waiver or other modification relating hereto or thereto and any other document or matter requested by the Company or any GuarantorCompany; (4d) all reasonable costs and expenses incurred by the Collateral Trustee and its agents in of creating, perfecting, preserving, releasing or enforcing the Collateral Trustee’s Liens on 's security interests in the Collateral, including filing and recording fees, expenses and taxes, stamp or documentary taxes, search fees, and title insurance premiums; (5e) all other reasonable costs and expenses incurred by the Collateral Trustee and its agents or any Secured Debt Representative in connection with the negotiation, preparation and execution of the Parity Lien Security Documents and any consents, amendments, waivers or other modifications thereto and the transactions contemplated thereby or the exercise of rights or performance of obligations by the Collateral Trustee thereunder; and (6f) after the occurrence of any Parity Lien Secured Debt Default, all costs and expenses incurred by the Collateral Trustee, its agents and Trustee or any Parity Lien Secured Debt Representative in connection with the preservation, collection, foreclosure or enforcement of the Collateral subject to the Parity Lien Security Documents or any interest, right, power or remedy of the Collateral Trustee or in connection with the collection or enforcement of any of the Parity Lien Secured Obligations or the proof, protection, administration or resolution of any claim based upon the Parity Lien Secured Obligations in any Bankruptcy Case or Insolvency or Liquidation Proceeding, including all fees and disbursements of attorneys, accountants, auditors, consultants, appraisers and other professionals engaged by the Collateral Trustee, its agents Trustee or the Parity Lien Secured Debt Representatives. The agreements in this Section 7.8 will 7.7 shall survive repayment of all other Parity Lien Secured Obligations and the removal or resignation of the Collateral Trustee and termination of this AgreementTrustee.

COMPENSATION; EXPENSES. The Borrower and the other Grantors jointly and severally agree to pay, promptly upon demand: (1a) such compensation to the Collateral Trustee and its agents as the Company Borrower and the Collateral Trustee may agree in writing from time to time; (2b) all reasonable costs and expenses incurred by the Collateral Trustee and its agents in the preparationdocumented out-of-pocket fees, execution, delivery, filing, recordation, administration or enforcement of this Agreement or any other Parity Lien Security Document or any consent, amendment, waiver or other modification relating hereto or thereto; (3) all reasonable feescosts, expenses and disbursements of legal counsel and any auditors, accountants, consultants or appraisers or other professional advisors and agents engaged by the Collateral Trustee or any Parity Lien Secured Debt Representative incurred in connection with the negotiation, preparation, closing, administration, performance or enforcement of this Agreement and the other Parity Lien Security Documents or any consent, amendment, waiver or other modification relating hereto or thereto and any other document or matter requested by the Company Borrower or any Guarantor; other Grantor; provided that in the case of attorneys’ fees, such fees shall be limited to the reasonable and documented out-of-pocket fees and disbursements of (4x) all reasonable costs and expenses incurred by the Collateral Trustee and its agents in creating, perfecting, preserving, releasing or enforcing a primary counsel for the Collateral Trustee’s Liens on , its agents, the Collateralother Secured Debt Representatives and the other Secured Parties, including filing taken as a whole, (y) if reasonably required by any Secured Debt Representative, a single maritime counsel for the Collateral Trustee, its agents, the other Secured Debt Representatives and recording feesthe other Secured Parties, expenses and taxes, stamp or documentary taxes, search feestaken as a whole, and title insurance premiums; (5z) all other reasonable costs and expenses incurred if reasonably required by any Secured Debt Representative, one special counsel or local counsel in any relevant jurisdiction for the Collateral Trustee and Trustee, its agents in connection with agents, the negotiation, preparation and execution of the Parity Lien Security Documents and any consents, amendments, waivers or other modifications thereto Secured Debt Representatives and the transactions contemplated thereby or the exercise of rights or performance of obligations by the Collateral Trustee thereunderother Secured Parties, taken as a whole; and (6) and after the occurrence and during the continuance of any Parity Lien Secured Debt Default, all costs and expenses incurred by the Collateral Trustee, its agents and any Parity Lien Secured Debt Representative in connection with the creation, perfection, preservation, releasing, collection, foreclosure or enforcement of the Collateral subject to Trustee’s Liens on the Parity Lien Security Documents Collateral or any interest, right, power or remedy of the Collateral Trustee or in connection with the collection or enforcement of any of the Parity Lien Secured Obligations or the proof, protection, administration or resolution of any claim based upon the Parity Lien Secured Obligations in any Insolvency or Liquidation Proceeding, including all fees filing, recording and other fees, expenses and taxes (including stamp or documentary taxes), search fees, and disbursements of attorneys, accountants, auditors, consultants, appraisers and other professionals engaged by the Collateral Trustee, its agents or the Parity Lien Secured Debt Representatives; provided that in the case of attorneys’ fees, such fees shall be limited to the reasonable and documented out-of-pocket fees and disbursements of (i) a single primary counsel for the Collateral Trustee, its agents, the other Secured Debt Representatives and the other Secured Parties, taken as a whole, (ii) one special counsel or local counsel as reasonably necessary in any relevant jurisdiction for all of the Collateral Trustee, its agents, the other Secured Debt Representatives and the other Secured Parties, taken as a whole, and (iii) solely in the case of actual or bona fide perceived conflict of interest in the case of clause (ii) above as between the Collateral Trustee, on one hand, and the other Secured Debt Representatives, on the other hand, one separate special counsel or local counsel, as applicable, as reasonably necessary in any relevant jurisdiction for the Secured Debt Representatives (other than the Collateral Trustee), taken as a whole. The agreements in this Section 7.8 7.11 will survive repayment of all other Parity Lien Secured Obligations and the removal or resignation of the Collateral Trustee and termination of this AgreementTrustee.

COMPENSATION; EXPENSES. The Grantors jointly (a) In consideration of the foregoing, the Trust shall pay the Adviser, with respect to each Series, a fee at an annual rate as listed in Appendix A hereto. Such fees shall be accrued by the Trust daily and severally agree shall be payable monthly in arrears on the first day of each calendar month for services performed hereunder during the prior calendar month. If fees begin to payaccrue in the middle of a month or if this Agreement terminates before the end of any month, promptly upon demand: (1) such compensation all fees for the period from that date to the Collateral Trustee and its agents end of that month or from the beginning of that month to the date of termination, as the Company and case may be, shall be prorated according to the Collateral Trustee may agree proportion that the period bears to the full month in writing from time to time; (2) all reasonable costs and expenses incurred by which the Collateral Trustee and its agents in effectiveness or termination occurs. Upon the preparation, execution, delivery, filing, recordation, administration or enforcement termination of this Agreement or any other Parity Lien Security Document or any consentwith respect to a Series, amendment, waiver or other modification relating hereto or thereto;the Trust shall pay to the Adviser such compensation as shall be payable prior to the effective date of termination. (3b) The Trust shall be responsible for and assumes the obligation for payment of all reasonable feesof its expenses, expenses and disbursements of legal counsel and any auditors, accountants, consultants or appraisers or other professional advisors and agents engaged by including: (i) the Collateral Trustee or any Parity Lien Representative incurred in connection with fee payable under this Agreement; (ii) the negotiation, preparation, closing, administration, performance or enforcement of this Agreement fees payable to each administrator under an agreement between the administrator and the other Parity Lien Security Documents or any consentTrust; (iii) expenses of issue, amendmentrepurchase and redemption of Shares; (iv) interest charges, waiver or other modification relating hereto or thereto taxes and any other document or matter requested by brokerage fees and commissions; (v) premiums of insurance for the Company or any Guarantor; Trust, its trustees and officers, and fidelity bond premiums; (4vi) all reasonable costs fees and expenses incurred by the Collateral Trustee and its agents in creating, perfecting, preserving, releasing or enforcing the Collateral Trustee’s Liens on the Collateralof third parties, including the Trust's independent public accountant, custodian, transfer agent, dividend disbursing agent and fund accountant; (vii) fees of pricing, interest, dividend, credit and other reporting services; (viii) costs of membership in trade associations; (ix) telecommunications expenses; (x) funds' transmission expenses; (xi) auditing, legal and compliance expenses; (xii) costs of forming the Trust and maintaining its existence; (xiii) costs of preparing, filing and recording feesprinting the Trust's Prospectuses, subscription application forms and shareholder reports and other communications and delivering them to existing shareholders, whether of record or beneficial; (xiv) expenses of meetings of shareholders and taxesproxy solicitations therefor; (xv) costs of maintaining books of original entry for portfolio and fund accounting and other required books and accounts, stamp or documentary taxesof calculating the net asset value of Shares and of preparing tax returns; (xvi) costs of reproduction, search feesstationery, supplies and title insurance premiums; postage; (5xvii) all other reasonable costs fees and expenses incurred by the Collateral Trustee and its agents in connection with the negotiation, preparation and execution of the Parity Lien Security Documents Trust's trustees and any consents, amendments, waivers or other modifications thereto and officers; (xviii) the transactions contemplated thereby or the exercise costs of rights or performance of obligations by the Collateral Trustee thereunder; and personnel (6) after the occurrence of any Parity Lien Debt Default, all costs and expenses incurred by the Collateral Trustee, its agents and any Parity Lien Representative in connection with the preservation, collection, foreclosure or enforcement who may be employees of the Collateral subject to Adviser, an administrator or their respective affiliated persons) performing services for the Parity Lien Security Documents Trust; (xix) costs of Board, Board committee, shareholder and other corporate meetings; (xx) SEC registration fees and related expenses; (xxi) state, territory or any interest, right, power or remedy of the Collateral Trustee or in connection with the collection or enforcement of any of the Parity Lien Obligations or the proof, protection, administration or resolution of any claim based upon the Parity Lien Obligations in any Insolvency or Liquidation Proceeding, including foreign securities laws registration fees and related expenses; and (xxii) all fees and disbursements of attorneys, accountants, auditors, consultants, appraisers and other professionals engaged expenses paid by the Collateral Trustee, its agents Trust in accordance with any distribution or the Parity Lien Representatives. The agreements in this Section 7.8 will survive repayment of all other Parity Lien Obligations and the removal service plan or resignation of the Collateral Trustee and termination of this Agreementagreement related to similar matters.

COMPENSATION; EXPENSES. The Grantors jointly (a) In consideration of the management services performed by Forum as described herein, the Trust will pay Forum, with respect to each class of Shares of each Fund, a fee at the annual rate as listed in Appendix A hereto. Forum's fees shall be accrued by the Trust daily and severally shall be payable monthly in arrears on the first day of each calendar month for services performed under the Agreement during the prior calendar month. (b) Notwithstanding that other persons may, in investment advisory agreements or otherwise, agree to payassume certain expenses of the Trust or of any Fund or class of Shares thereof, promptly upon demand: the Trust shall be responsible and hereby assumes the obligation for payment of all the Trust's expenses, including (1I) such compensation payment of the fee payable to Forum under this Section 5 hereof and the fee payable to the Collateral Trustee and its agents as Advisers of each Fund pursuant to any investment advisory or similar agreement between the Company Adviser and the Collateral Trustee may agree in writing from time Trust; (ii) interest charges, taxes, brokerage fees and commissions; (iii) insurance and fidelity bond premiums; (iv) fees, interest charges and expenses of the Trust's administrator, custodian, transfer agent, dividend disbursing agent and fund accountant and providers of pricing, credit analysis and dividend services; (v) telecommunications expenses; (vi) auditing, legal and compliance expenses; (vii) costs of forming the Trust and maintaining its existence; (viii) costs of preparing and printing the Trust's Prospectuses, SAIs, subscription application forms and stockholder reports and their delivery to time; existing and prospective stockholders; (2ix) costs of maintaining books of original entry for portfolio and fund accounting and other required books and accounts and of calculating the net asset value of the Trust's shares; (x) costs of reproduction, stationery and supplies; (xi) compensation of the Trust's trustees, officers and employees and costs of other personnel performing services for the Trust, whether or not any such persons are affiliated persons of Forum or any Adviser of the Trust; (xii) costs of Board, Board committee, shareholder and other corporate meetings; (xiii) SEC registration fees and related expenses; (xiv) state and other jurisdiction securities laws registration fees and related expenses, including costs of personnel to perform such securities registration; and (xv) all reasonable costs and expenses incurred borne by the Collateral Trustee and its agents in the preparation, execution, delivery, filing, recordation, administration or enforcement of this Agreement or Trust pursuant to any other Parity Lien Security Document or any consent, amendment, waiver or other modification relating hereto or thereto; (3) all reasonable fees, expenses and disbursements of legal counsel and any auditors, accountants, consultants or appraisers or other professional advisors and agents engaged distribution plan adopted by the Collateral Trustee Trust pursuant to Rule 12b-1 under the Act, shareholder service or any Parity Lien Representative incurred in connection with the negotiation, preparation, closing, administration, performance or enforcement of this Agreement and the other Parity Lien Security Documents or any consent, amendment, waiver or other modification relating hereto or thereto and any other document or matter requested by the Company or any Guarantor; (4) all reasonable costs and expenses incurred by the Collateral Trustee and its agents in creating, perfecting, preserving, releasing or enforcing the Collateral Trustee’s Liens on the Collateral, including filing and recording fees, expenses and taxes, stamp or documentary taxes, search fees, and title insurance premiums; (5) all other reasonable costs and expenses incurred by the Collateral Trustee and its agents in connection with the negotiation, preparation and execution of the Parity Lien Security Documents and any consents, amendments, waivers or other modifications thereto and the transactions contemplated thereby or the exercise of rights or performance of obligations by the Collateral Trustee thereunder; and (6) after the occurrence of any Parity Lien Debt Default, all costs and expenses incurred by the Collateral Trustee, its agents and any Parity Lien Representative in connection with the preservation, collection, foreclosure or enforcement of the Collateral subject to the Parity Lien Security Documents or any interest, right, power or remedy of the Collateral Trustee or in connection with the collection or enforcement of any of the Parity Lien Obligations or the proof, protection, administration or resolution of any claim based upon the Parity Lien Obligations in any Insolvency or Liquidation Proceeding, including all fees and disbursements of attorneys, accountants, auditors, consultants, appraisers and other professionals engaged by the Collateral Trustee, its agents or the Parity Lien Representatives. The agreements in this Section 7.8 will survive repayment of all other Parity Lien Obligations and the removal or resignation of the Collateral Trustee and termination of this Agreementsimilar plan.

COMPENSATION; EXPENSES. The Grantors jointly and severally agree to pay, promptly upon demand: (1) such compensation to the Collateral Trustee and its agents as the Company Issuer and the Collateral Trustee may agree in writing from time to time; (2) all reasonable costs and expenses incurred by the Collateral Trustee and its agents in the preparation, execution, delivery, filing, recordation, administration or enforcement of this Agreement or any other Parity Lien Security Document or any consent, amendment, waiver or other modification relating hereto or thereto; (3) all reasonable fees, expenses and disbursements of legal counsel and any auditors, accountants, consultants or appraisers or other professional advisors and agents engaged by the Collateral Trustee or any Parity Lien Authorized Representative incurred in connection with the negotiation, preparation, closing, administration, performance or enforcement of this Agreement and the other Parity Lien Security Documents or any consent, amendment, waiver or other modification relating hereto or thereto and any other document or matter requested by the Company Issuer or any Guarantorother Grantor; (4) all reasonable costs and expenses incurred by the Collateral Trustee and its agents in creating, perfecting, preserving, releasing or enforcing the Collateral Trustee’s Liens on the Collateral, including filing and recording fees, expenses and taxes, stamp or documentary taxes, search fees, and title insurance premiums; (5) all other reasonable costs and expenses incurred by the Collateral Trustee and its agents in connection with the negotiation, preparation and execution of the Parity Lien Security Documents and any consents, amendments, waivers or other modifications thereto and the transactions contemplated thereby or the exercise of rights or performance of obligations by the Collateral Trustee thereunder; and (6) after the occurrence of any Parity Lien Pari Passu Debt Default, all costs and expenses incurred by the Collateral Trustee, its agents and any Parity Lien Authorized Representative in connection with the preservation, collection, foreclosure or enforcement of the Collateral subject to the Parity Lien Security Documents or any interest, right, power or remedy of the Collateral Trustee or in connection with the collection or enforcement of any of the Parity Lien Pari Passu Obligations or the proof, protection, administration or resolution of any claim based upon the Parity Lien Pari Passu Obligations in any Insolvency or Liquidation Proceeding, including all fees and disbursements of attorneys, accountants, auditors, consultants, appraisers and other professionals engaged by the Collateral Trustee, its agents or the Parity Lien Authorized Representatives. The agreements in this Section 7.8 7.9 will survive repayment of all other Parity Lien Obligations Pari Passu Obligations, the termination or assignment of this Agreement, the invalidity or unenforceability of any terms or provisions of this Agreement and the removal or resignation of the Collateral Trustee and termination of this AgreementTrustee.

COMPENSATION; EXPENSES. The Company and the other Grantors jointly and severally agree to pay, promptly upon demand: (1a) such compensation to the Collateral Trustee and its agents as the Company and the Collateral Trustee may agree in writing from time to time; (2b) all reasonable and documented costs and expenses incurred by the Collateral Trustee and its agents in the preparation, execution, delivery, filing, recordation, administration or enforcement of this Agreement or any other Parity Lien Security Document or any consent, amendment, waiver or other modification relating hereto or thereto; (3c) all reasonable and documented fees, expenses and disbursements of legal counsel and any auditors, accountants, consultants or appraisers or other professional advisors and agents engaged by the Collateral Trustee or any Parity Lien Representative incurred in connection with the negotiation, preparation, closing, administration, performance or enforcement of this Agreement and the other Parity Lien Security Documents or any consent, amendment, waiver or other modification relating hereto or thereto and any other document or matter requested by the Company or any Guarantorother Grantor; (4d) all reasonable and documented costs and expenses incurred by the Collateral Trustee and its agents in creating, perfecting, preserving, releasing or enforcing the Collateral Trustee’s Liens on the Collateral, including filing and recording fees, expenses and taxes, stamp or documentary taxes, search fees, fees and (if applicable) title insurance premiums; (5e) all other reasonable and documented costs and expenses incurred by the Collateral Trustee and its agents in connection with the negotiation, preparation and execution of the Parity Lien Security Documents and any consents, amendments, waivers or other modifications thereto and the transactions contemplated thereby or the exercise of rights or performance of obligations by the Collateral Trustee thereunder; and (6f) after the occurrence of any Parity Lien Debt Default, all reasonable and documented costs and expenses incurred by the Collateral Trustee, its agents and any Parity Lien Representative in connection with the preservation, collection, foreclosure or enforcement of the Collateral subject to the Parity Lien Security Documents or any interest, right, power or remedy of the Collateral Trustee or in connection with the collection or enforcement of any of the Parity Lien Obligations or the proof, protection, administration or resolution of any claim based upon the Parity Lien Obligations in any Insolvency or Liquidation Proceeding, including all fees and disbursements of attorneys, accountants, auditors, consultants, appraisers and other professionals engaged by the Collateral Trustee, its agents or the Parity Lien Representatives. The agreements in this Section 7.8 7.9 will survive repayment of all other Parity Lien Obligations and the removal or resignation of the Collateral Trustee and termination of this AgreementTrustee.

COMPENSATION; EXPENSES. The Grantors jointly Scope of Agency and severally agree Indemnification. Client shall compensate ChaseMellon for its services hereunder in accordance with the fee schedule agreed to payby the parties. Such fees shall be adjusted annually by the annual percentage of change in the latest Consumer Price Index of All Urban Consumers (CPI-U) for the Northeast region, promptly upon demand: (1) such compensation to 0000-00-000, as published by the Collateral Trustee and its agents as the Company and the Collateral Trustee may agree in writing from time to time; (2) U.S. Department of Labor, Bureau of Labor Statistics. Client shall reimburse ChaseMellon for all reasonable costs and expenses expenses, disbursements or advances incurred by it in accordance herewith. All amounts owed to ChaseMellon hereunder are due upon receipt of the Collateral Trustee invoice. Delinquent payments are subject to a late payment charge of one and its agents in one half percent (1.5%) per month commencing forty-five (45) days from the preparation, execution, delivery, filing, recordation, administration or enforcement of this Agreement or invoice date. Client agrees to reimburse ChaseMellon for any other Parity Lien Security Document or any consent, amendment, waiver or other modification relating hereto or thereto; (3) all reasonable fees, expenses and disbursements of legal counsel and any auditors, accountants, consultants or appraisers or other professional advisors and agents engaged by the Collateral Trustee or any Parity Lien Representative incurred in connection with the negotiation, preparation, closing, administration, performance or enforcement of this Agreement and the other Parity Lien Security Documents or any consent, amendment, waiver or other modification relating hereto or thereto attorney's fees and any other costs associated with collecting delinquent payments. ChaseMellon may rely and shall be protected in acting or refraining from acting upon any Client communication authorized by this Agreement; upon any communication from any predecessor Transfer Agent or co-Transfer Agent or from any Registrar (other than ChaseMellon), predecessor Registrar or co-Registrar; and upon any other written instruction, notice, request, direction, consent, report, certificate or other instrument, paper or document believed by ChaseMellon to be genuine. ChaseMellon is authorized to refuse to make any transfer it deems improper. In the absence of gross negligence or matter requested intentional misconduct on its part, ChaseMellon shall not be liable for any action taken, suffered, or omitted by it or for any error of judgment made by it in the Company performance of its duties under this Agreement. ChaseMellon may consult with counsel (including internal counsel) whose advice shall be full and complete authorization and protection in respect of any action taken, suffered or any Guarantor; (4) all omitted by it hereunder in good faith and in reasonable costs and expenses incurred by the Collateral Trustee and its agents in creating, perfecting, preserving, releasing or enforcing the Collateral Trustee’s Liens on the Collateral, including filing and recording fees, expenses and taxes, stamp or documentary taxes, search feesreliance thereon. Client shall indemnify ChaseMellon for, and title insurance premiums; (5) all other reasonable costs and expenses hold it harmless against, any loss, liability or expense incurred by the Collateral Trustee and without gross negligence or intentional misconduct on its agents in connection with the negotiation, preparation and execution part arising out of the Parity Lien Security Documents and any consents, amendments, waivers or other modifications thereto and the transactions contemplated thereby or the exercise of rights or performance of obligations by the Collateral Trustee thereunder; and (6) after the occurrence of any Parity Lien Debt Default, all costs and expenses incurred by the Collateral Trustee, its agents and any Parity Lien Representative in connection with the preservation, collection, foreclosure or enforcement of the Collateral subject to the Parity Lien Security Documents or any interest, right, power or remedy of the Collateral Trustee or in connection with the collection its duties under this Agreement, including and expenses of defending itself against any claim or enforcement liability in connection with its exercise or performance of any of the Parity Lien Obligations its duties under this Agreement. In no case will ChaseMellon be liable for special, indirect, incidental or the proof, protection, administration consequential loss or resolution damages of any claim based upon kind whatsoever (including but not limited to lost profits), even if ChaseMellon has been advised of the Parity Lien Obligations in any Insolvency or Liquidation Proceeding, including all possibility of such damages. Any liability of ChaseMellon will be limited to the amount of fees and disbursements of attorneys, accountants, auditors, consultants, appraisers and other professionals engaged paid by the Collateral Trustee, its agents or the Parity Lien RepresentativesClient hereunder. The agreements in obligations of Client under this Section 7.8 will section shall survive repayment of all other Parity Lien Obligations and the removal or resignation of the Collateral Trustee and termination of this Agreement.

COMPENSATION; EXPENSES. The Grantors jointly and severally agree Borrower agrees to pay, promptly upon demand: (1) pay such compensation to each of the Collateral Security Trustee and its agents and attorneys as and when the Company Borrower and the Collateral Security Trustee may agree in writing from time to time;. In addition, the Borrower agrees to pay within 15 days of receipt of written demand therefor, including documentation reasonably supporting such demand (without duplication): (2i) all reasonable and documented costs and out-of-pocket expenses incurred by the Collateral Security Trustee and its agents in connection with the negotiation, preparation, execution, delivery, filing, recordationregistration, recordation or administration or enforcement of this Agreement or any other Parity Lien Security Collateral Document or any consent, amendment, waiver or other modification relating hereto or thereto; (3ii) all reasonable and documented fees, out-of-pocket expenses and disbursements of the Security Trustee’s legal counsel and any auditors, accountants, consultants or appraisers or other professional advisors and agents engaged by the Collateral Security Trustee or any Parity Secured Lien Representative incurred in connection with the negotiation, preparation, closing, administration, administration or performance of or enforcement exercise of rights under this Agreement and the other Parity Lien Security Collateral Documents or any consent, amendment, waiver or other modification relating hereto or thereto and any other document or matter requested by the Company or any GuarantorBorrower; (4iii) all reasonable and documented costs and out-of-pocket expenses incurred by the Collateral Security Trustee and its agents in creating, perfecting, preserving, preserving or releasing or enforcing the Collateral Security Trustee’s Liens on the CollateralCollateral under the Collateral Documents, including filing filing, registration and recording fees, expenses and taxes, stamp or documentary taxes, search fees, and title insurance premiums;; and (5iv) after the occurrence and during the continuance of any Secured Debt Default, all other reasonable and documented costs and out-of-pocket expenses incurred by the Collateral Trustee and its agents in connection with the negotiation, preparation and execution of the Parity Lien Security Documents and any consents, amendments, waivers or other modifications thereto and the transactions contemplated thereby or the exercise of rights or performance of obligations by the Collateral Trustee thereunder; and (6) after the occurrence of any Parity Lien Debt Default, all costs and expenses incurred by the Collateral Trustee, its their agents and any Parity Secured Lien Representative in connection with the preservation, collection, foreclosure or enforcement of the Collateral subject to the Parity Lien Security Collateral Documents or any interest, right, power or remedy of the Collateral Security Trustee or in connection with the collection or enforcement of any of the Parity Lien Secured Obligations or the proof, protection, administration or resolution of any claim based upon the Parity Lien Secured Obligations in any Insolvency or Liquidation Proceeding, including all reasonable and documented fees and disbursements of attorneys, accountants, auditors, consultants, appraisers and other professionals engaged by the Collateral Security Trustee, its agents or the Parity Secured Lien Representatives. The agreements in this Section 7.8 8.09 will survive repayment of all other Parity Lien Obligations Secured Obligations, the termination of any Collateral Document and the removal or resignation of the Collateral Security Trustee. The amounts above shall include all reasonable and documented costs and out-of-pocket expenses of attorneys of the Security Trustee, provided that, save where clause (iv) applies, such costs and out-of-pocket expenses of attorneys of the Security Trustee shall include the documented fees, charges and disbursements of one counsel for the Security Trustee and termination of this Agreementone additional counsel in any applicable local jurisdiction, one counsel for each Secured Lien Representative and, in each case, such other counsel as may be agreed with the Borrower.

COMPENSATION; EXPENSES. The Grantors Company and the Guarantors jointly and severally agree to pay, promptly upon demand: (1) such compensation to the Collateral Trustee and its agents as the Company and the Collateral Trustee may agree in writing from time to time; (2) all reasonable costs and expenses incurred by the Collateral Trustee and its agents in the preparation, execution, delivery, filing, recordation, administration or enforcement of this Agreement or any other Parity Lien Security Document or any consent, amendment, waiver or other modification relating hereto or thereto; (3) all reasonable fees, expenses and disbursements of legal counsel and any auditors, accountants, consultants or appraisers or other professional advisors and agents engaged by the Collateral Trustee or any Parity Lien Representative incurred in connection with the negotiation, preparation, closing, administration, performance or enforcement of this Agreement and the other Parity Lien Security Documents or any consent, amendment, waiver or other modification relating hereto or thereto and any other document or matter requested by the Company or any Guarantor; (4) all reasonable costs and expenses incurred by the Collateral Trustee and its agents in creating, perfecting, preserving, releasing or enforcing the Collateral Trustee’s Liens on the Collateral, including filing and recording fees, expenses and taxes, stamp or documentary taxes, and search fees, and title insurance premiums; (5) all other reasonable costs and expenses incurred by the Collateral Trustee and its agents in connection with the negotiation, preparation and execution of the Parity Lien Security Documents and any consents, amendments, waivers or other modifications thereto and the transactions contemplated thereby or the exercise of rights or performance of obligations by the Collateral Trustee thereunder; and (6) after the occurrence of any Parity Lien Secured Debt Default, all reasonable costs and expenses incurred by the Collateral Trustee, its agents and any Parity Lien Secured Debt Representative in connection with the preservation, collection, foreclosure or enforcement of the Collateral subject to the Parity Lien Security Documents or any interest, right, power or remedy of the Collateral Trustee or in connection with the collection or enforcement of any of the Parity Lien Secured Obligations or the proof, protection, administration or resolution of any claim based upon the Parity Lien Secured Obligations in any Insolvency or Liquidation Proceeding, including all reasonable fees and disbursements of attorneys, accountants, auditors, consultants, appraisers and other professionals engaged by the Collateral Trustee, its agents or the Parity Lien Secured Debt Representatives. The agreements in this Section 7.8 7.10 will survive repayment of all other Parity Lien Secured Obligations and the removal or resignation of the Collateral Trustee and termination of this AgreementTrustee.

COMPENSATION; EXPENSES. The Grantors Issuer and the Guarantors jointly and severally agree to pay, promptly upon demand: (1) such compensation to the Collateral Trustee and its agents as the Company Issuer and the Collateral Trustee may agree in writing from time to time; (2) all reasonable costs and expenses incurred by the Collateral Trustee and its agents in the preparation, execution, delivery, filing, recordation, administration or enforcement of this Agreement or any other Parity Lien Security Document or any consent, amendment, waiver or other modification relating hereto or thereto; (3) all reasonable fees, expenses and disbursements of legal counsel and any auditors, accountants, consultants or appraisers or other professional advisors and agents engaged by the Collateral Trustee or any Parity Lien Representative incurred in connection with the negotiation, preparation, closing, administration, performance or enforcement of this Agreement and the other Parity Lien Security Documents or any consent, amendment, waiver or other modification relating hereto or thereto and any other document or matter requested by the Company Issuer or any Guarantor; (4) all reasonable costs and expenses incurred by the Collateral Trustee and its agents in creating, perfecting, preserving, releasing or enforcing the Collateral Trustee’s Liens on the Collateral, including filing and recording fees, expenses and taxes, stamp or documentary taxes, and search fees, and title insurance premiums; (5) all other reasonable costs and expenses incurred by the Collateral Trustee and its agents in connection with the negotiation, preparation and execution of the Parity Lien Security Documents and any consents, amendments, waivers or other modifications thereto and the transactions contemplated thereby or the exercise of rights or performance of obligations by the Collateral Trustee thereunder; and (6) after the occurrence of any Parity Lien Secured Debt Default, all reasonable costs and expenses incurred by the Collateral Trustee, its agents and any Parity Lien Secured Debt Representative in connection with the preservation, collection, foreclosure or enforcement of the Collateral subject to the Parity Lien Security Documents or any interest, right, power or remedy of the Collateral Trustee or in connection with the collection or enforcement of any of the Parity Lien Secured Debt Obligations or the proof, protection, administration or resolution of any claim based upon the Parity Lien Secured Debt Obligations in any Insolvency or Liquidation Proceeding, including all reasonable fees and disbursements of attorneys, accountants, auditors, consultants, appraisers and other professionals engaged by the Collateral Trustee, its agents or the Parity Lien Secured Debt Representatives. The agreements in this Section 7.8 7.10 will survive repayment of all other Parity Lien Secured Debt Obligations and the removal or resignation of the Collateral Trustee and termination of this AgreementTrustee.

COMPENSATION; EXPENSES. The Grantors Obligors jointly and severally agree to pay, promptly upon demand: (1a) such compensation to the Collateral Trustee Agent and its agents, co-agents and sub-agents as the Company Borrower and the Collateral Trustee Agent may agree in writing from time to time; (2b) all reasonable costs and expenses incurred by the Collateral Trustee and its agents in the preparation, execution, delivery, filing, recordation, administration or enforcement of this Agreement or any other Parity Lien Security Collateral Document or any consent, amendment, waiver or other modification relating hereto or thereto; (3c) all reasonable fees, expenses and disbursements of legal counsel (on a solicitor and his own client full indemnity basis) and any auditors, accountants, consultants or appraisers or other professional advisors advisors, experts and agents engaged by the Collateral Trustee Agent or any Parity Lien Secured Debt Representative incurred in connection with the negotiation, preparation, closing, administration, performance or enforcement of this Agreement and the other Parity Lien Security Collateral Documents or any consent, amendment, waiver or other modification relating hereto or thereto and any other document or matter requested by the Company or any GuarantorBorrower; (4d) all reasonable costs and expenses incurred by the Collateral Trustee and its agents in of creating, perfecting, preserving, releasing or enforcing the Collateral TrusteeAgent’s Liens on security interests in the Collateral, including filing and recording fees, expenses and taxes, stamp or documentary taxes, search fees, and title insurance premiums; (5e) all other reasonable costs and expenses incurred by the Collateral Trustee and its agents Agent or any Secured Debt Representative in connection with the negotiation, preparation and execution of the Parity Lien Security Collateral Documents and any consents, amendments, waivers or other modifications thereto and the transactions contemplated thereby or the exercise of rights or performance of obligations by the Collateral Trustee Agent thereunder; and (6f) after the occurrence of any Parity Lien Secured Debt Default, all costs and expenses incurred by the Collateral Trustee, its agents and Agent or any Parity Lien Secured Debt Representative in connection with the preservation, collection, foreclosure or enforcement of the Collateral subject to the Parity Lien Security Collateral Documents or any interest, right, power or remedy of the Collateral Trustee Agent or in connection with the collection or enforcement of any of the Parity Lien Secured Obligations or the proof, protection, administration or resolution of any claim based upon the Parity Lien Secured Obligations in any Insolvency or Liquidation Proceeding, including all fees and disbursements of attorneyslegal counsel (on a solicitor and his own client full indemnity basis), accountants, auditors, consultants, appraisers and other professionals engaged by the Collateral Trustee, its agents Agent or the Parity Lien Secured Debt Representatives. None of the provisions contained in this Agreement or any supplement shall require the Collateral Agent to expend or risk its own funds or otherwise incur financial liability in performing its duties or in the exercise of any of its rights or powers. The agreements in this Section 7.8 9.11 will survive repayment of all other Parity Lien Obligations Secured Obligations, the termination of this Agreement and the removal or resignation of the Collateral Trustee and termination of this AgreementAgent.

COMPENSATION; EXPENSES. The Grantors jointly and severally agree to pay, promptly upon demand: (1) such compensation to the Collateral Trustee and its agents as the Company and the Collateral Trustee may agree in writing from time to time; (2) all reasonable costs and expenses incurred by the Collateral Trustee and its agents in the preparation, execution, delivery, filing, recordation, administration or enforcement of this Agreement or any other Parity Third Lien Security Document or any consent, amendment, waiver or other modification relating hereto or thereto; (3) all reasonable fees, expenses and disbursements of legal counsel and any auditors, accountants, consultants or appraisers or other professional advisors and agents engaged by the Collateral Trustee or any Parity Third Lien Representative incurred in connection with the negotiation, preparation, closing, administration, performance or enforcement of this Agreement and the other Parity Third Lien Security Documents or any consent, amendment, waiver or other modification relating hereto or thereto and any other document or matter requested by the Company or any Guarantor; (4) all reasonable costs and expenses incurred by the Collateral Trustee and its agents in creating, perfecting, preserving, releasing or enforcing the Collateral Trustee’s Liens on the Collateral, including filing and recording fees, expenses and taxes, stamp or documentary taxes, search fees, and title insurance premiums; (5) all other reasonable costs and expenses incurred by the Collateral Trustee and its agents in connection with the negotiation, preparation and execution of the Parity Third Lien Security Documents and any consents, amendments, waivers or other modifications thereto and the transactions contemplated thereby or the exercise of rights or performance of obligations by the Collateral Trustee thereunder; and (6) after the occurrence of any Parity Third Lien Debt Default, all costs and expenses incurred by the Collateral Trustee, its agents and any Parity Third Lien Representative in connection with the preservation, collection, foreclosure or enforcement of the Collateral subject to the Parity Third Lien Security Documents or any interest, right, power or remedy of the Collateral Trustee or in connection with the collection or enforcement of any of the Parity Third Lien Obligations or the proof, protection, administration or resolution of any claim based upon the Parity Third Lien Obligations in any Insolvency or Liquidation Proceeding, including all fees and disbursements of attorneys, accountants, auditors, consultants, appraisers and other professionals engaged by the Collateral Trustee, its agents or the Parity Third Lien Representatives. The agreements in this Section 7.8 will survive repayment of all other Parity Third Lien Obligations and the removal or resignation of the Collateral Trustee and termination of this Agreement.

COMPENSATION; EXPENSES. The Grantors jointly and severally agree to pay, promptly upon demand: (1a) such compensation to the Second Lien Collateral Trustee Agent and its agents as the Company Grantors and the Second Lien Collateral Trustee Agent may agree in writing from time to time; (2b) all reasonable costs and expenses incurred by the Second Lien Collateral Trustee Agent and its agents in the preparation, execution, delivery, filing, recordation, administration or enforcement of this Agreement or any other Parity Second Lien Security Document or any consent, amendment, supplement, waiver or other modification relating hereto or thereto; (3c) all reasonable fees, expenses and disbursements of legal counsel and any auditors, accountants, consultants or appraisers or other professional advisors and agents engaged by the Second Lien Collateral Trustee Agent or any Parity Lien Debt Representative incurred in connection with the negotiation, preparation, closing, administration, performance or enforcement of this Agreement and the other Parity Second Lien Security Documents or any consent, amendment, supplement, waiver or other modification relating hereto or thereto and any other document or matter requested by the Company or any GuarantorGrantor; (4d) all reasonable costs and expenses incurred by the Second Lien Collateral Trustee Agent and its agents in creating, perfecting, preserving, releasing or enforcing the Second Lien Collateral TrusteeAgent’s Liens on the Collateral, including filing and recording fees, expenses and taxes, stamp or documentary taxes, search fees, and title insurance premiums; (5e) all other reasonable costs and expenses incurred by the Second Lien Collateral Trustee Agent and its agents in connection with the negotiation, preparation and execution of this Agreement, the Parity Second Lien Security Documents and any consents, amendments, supplements, waivers or other modifications thereto and the transactions contemplated thereby or the exercise of rights or performance of obligations by the Second Lien Collateral Trustee Agent hereunder and thereunder; and (6f) after the occurrence of any Parity Lien Debt Default, all reasonable costs and expenses incurred by the Second Lien Collateral TrusteeAgent, its agents and any Parity Lien Debt Representative in connection with the preservation, collection, foreclosure or enforcement of the Collateral subject to the Parity Second Lien Security Documents or any interest, right, power or remedy of the Second Lien Collateral Trustee Agent or in connection with the collection or enforcement of any of the Parity Second Lien Obligations or the proof, protection, administration or resolution of any claim based upon the Parity Second Lien Obligations in any Insolvency or Liquidation Proceeding, including all fees and disbursements of attorneys, accountants, auditors, consultants, appraisers and other professionals engaged by the Second Lien Collateral TrusteeAgent, its agents or the Parity Lien Debt Representatives. The agreements in this Section 7.8 8.22 will survive repayment of all other the Second Lien Note Obligations and the Additional Parity Lien Facility Obligations and the removal or resignation of the Second Lien Collateral Trustee and termination of this AgreementAgent.

COMPENSATION; EXPENSES. The Grantors Company and the Guarantors jointly and severally agree to pay, promptly upon demand: (1) such compensation to the Collateral Trustee and its agents as the Company and the Collateral Trustee may agree in writing from time to time; (2) all reasonable costs and expenses incurred by the Collateral Trustee and its agents in the preparation, execution, delivery, filing, recordation, administration or enforcement of this Agreement or any other Parity Lien Security Document or any consent, amendment, waiver or other modification relating hereto or thereto; (3) all reasonable fees, expenses and disbursements of legal counsel and any auditors, accountants, consultants or appraisers or other professional advisors and agents engaged by the Collateral Trustee or any Parity Lien Debt Representative incurred in connection with the negotiation, preparation, closing, administration, performance or enforcement of this Agreement and the other Parity Lien Security Documents or any consent, amendment, waiver or other modification relating hereto or thereto and any other document or matter requested by the Company or any Guarantor; (4) all reasonable costs and expenses incurred by the Collateral Trustee and its agents in creating, perfecting, preserving, releasing or enforcing the Collateral Trustee’s Liens on the Collateral, including filing and recording fees, expenses and taxes, stamp or documentary taxes, search fees, and title insurance premiums; (5) all other reasonable costs and expenses incurred by the Collateral Trustee and its agents in connection with the negotiation, preparation and execution of the Parity Lien Security Documents and any consents, amendments, waivers or other modifications thereto and the transactions contemplated thereby or the exercise of rights or performance of obligations by the Collateral Trustee thereunder; and (6) after the occurrence of any Parity Lien Debt Default, all costs and expenses incurred by the Collateral Trustee, its agents and any Parity Lien Debt Representative in connection with the preservation, collection, foreclosure or enforcement of the Collateral subject to the Parity Lien Security Documents or any interest, right, power or remedy of the Collateral Trustee or in connection with the collection or enforcement of any of the Parity Lien Obligations or the proof, protection, administration or resolution of any claim based upon the Parity Lien Obligations in any Insolvency or Liquidation Proceeding, including all fees and disbursements of attorneys, accountants, auditors, consultants, appraisers and other professionals engaged by the Collateral Trustee, its agents or the Parity Lien Debt Representatives. The agreements in this Section 7.8 7.9 will survive repayment of all other Parity Lien Obligations and the removal or resignation of the Collateral Trustee and termination of this AgreementTrustee.

COMPENSATION; EXPENSES. The Grantors jointly and severally agree to pay, promptly upon demand: (1a) such compensation to the Second Lien Collateral Trustee Agent and its agents as the Company Grantors and the Second Lien Collateral Trustee Agent may agree in writing from time to time; (2b) all reasonable costs and expenses incurred by the Second Lien Collateral Trustee Agent and its agents in the preparation, execution, delivery, filing, recordation, administration or enforcement of this Agreement or any other Parity Second Lien Security Document or any consent, amendment, supplement, waiver or other modification relating hereto or thereto; (3c) all reasonable fees, expenses and disbursements of legal counsel and any auditors, accountants, consultants or appraisers or other professional advisors and agents engaged by the Second Lien Collateral Trustee Agent or any Parity Debt Representative in respect of Second Lien Representative Obligations incurred in connection with the negotiation, preparation, closing, administration, performance or enforcement of this Agreement and the other Parity Second Lien Security Documents or any consent, amendment, supplement, waiver or other modification relating hereto or thereto and any other document or matter requested by the Company or any GuarantorGrantor; (4d) all reasonable costs and expenses incurred by the Second Lien Collateral Trustee Agent and its agents in creating, perfecting, preserving, releasing or enforcing the Second Lien Collateral TrusteeAgent’s Liens on the Collateral, including filing and recording fees, expenses and taxes, stamp or documentary taxes, search fees, and title insurance premiums; (5e) all other reasonable costs and expenses incurred by the Second Lien Collateral Trustee Agent and its agents in connection with the negotiation, preparation and execution of this Agreement, the Parity Second Lien Security Documents and any consents, amendments, supplements, waivers or other modifications thereto and the transactions contemplated thereby or the exercise of rights or performance of obligations by the Second Lien Collateral Trustee Agent hereunder and thereunder; and (6f) after the occurrence of any Parity Second Lien Debt Default, all reasonable costs and expenses incurred by the Second Lien Collateral TrusteeAgent, its agents and any Parity Debt Representative in respect of Second Lien Representative Obligations in connection with the preservation, collection, foreclosure or enforcement of the Collateral subject to the Parity Second Lien Security Documents or any interest, right, power or remedy of the Second Lien Collateral Trustee Agent or in connection with the collection or enforcement of any of the Parity Second Lien Obligations or the proof, protection, administration or resolution of any claim based upon the Parity Second Lien Obligations in any Insolvency or Liquidation Proceeding, including all fees and disbursements of attorneys, accountants, auditors, consultants, appraisers and other professionals engaged by the Second Lien Collateral TrusteeAgent, its agents or the Parity Debt Representatives in respect of the Second Lien RepresentativesObligations. The agreements in this Section 7.8 8.22 will survive repayment of all other Parity the Second Lien Note Obligations and the Additional Second Lien Obligations and the removal or resignation of the Second Lien Collateral Trustee and termination of this AgreementAgent.

COMPENSATION; EXPENSES. The Grantors Obligors jointly and severally agree to pay, promptly upon demand: (1a) such compensation to the Collateral Trustee Agent and its agents, co-agents and sub- agents as the Company and the Collateral Trustee Agent may agree in writing from time to time; (2b) all reasonable costs and expenses incurred by the Collateral Trustee and its agents in the preparation, execution, delivery, filing, recordation, administration or enforcement of this Agreement or any other Parity Lien Security Collateral Document or any consent, amendment, waiver or other modification relating hereto or thereto; (3c) all reasonable fees, expenses and disbursements of legal counsel (on a solicitor and his own client full indemnity basis) and any auditors, accountants, consultants or appraisers or other professional advisors advisors, experts and agents engaged by the Collateral Trustee Agent or any Parity Lien Secured Debt Representative incurred in connection with the negotiation, preparation, closing, administration, performance or enforcement of this Agreement and the other Parity Lien Security Collateral Documents or any consent, amendment, waiver or other modification relating hereto or thereto and any other document or matter requested by the Company or any GuarantorCompany; (4d) all reasonable costs and expenses incurred by the Collateral Trustee and its agents in of creating, perfecting, preserving, releasing or enforcing the Collateral TrusteeAgent’s Liens on security interests in the Collateral, including filing and recording fees, expenses and taxes, stamp or documentary taxes, search fees, and title insurance premiums; (5e) all other reasonable costs and expenses incurred by the Collateral Trustee and its agents Agent or any Secured Debt Representative in connection with the negotiation, preparation and execution of the Parity Lien Security Collateral Documents and any consents, amendments, waivers or other modifications thereto and the transactions contemplated thereby or the exercise of rights or performance of obligations by the Collateral Trustee Agent thereunder; and (6f) after the occurrence of any Parity Lien Secured Debt Default, all costs and expenses incurred by the Collateral Trustee, its agents and Agent or any Parity Lien Secured Debt Representative in connection with the preservation, collection, foreclosure or enforcement of the Collateral subject to the Parity Lien Security Collateral Documents or any interest, right, power or remedy of the Collateral Trustee Agent or in connection with the collection or enforcement of any of the Parity Lien Secured Obligations or the proof, protection, administration or resolution of any claim based upon the Parity Lien Secured Obligations in any Insolvency or Liquidation Proceeding, including all fees and disbursements of attorneyslegal counsel (on a solicitor and his own client full indemnity basis), accountants, auditors, consultants, appraisers and other professionals engaged by the Collateral Trustee, its agents Agent or the Parity Lien Secured Debt Representatives. None of the provisions contained in this Agreement or any supplement shall require the Collateral Agent to expend or risk its own funds or otherwise incur financial liability in performing its duties or in the exercise of any of its rights or powers. The agreements in this Section 7.8 9.11 will survive repayment of all other Parity Lien Obligations Secured Obligations, the termination of this Agreement and the removal or resignation of the Collateral Trustee and termination of this AgreementAgent.

COMPENSATION; EXPENSES. 18.1 The Grantors jointly Custodian shall receive compensation for its services as specified in the Master Custodian Agreement. It is understood and severally agree to payagreed that the Administrator shall be responsible for paying the Custodian’s monthly fees (as outlined in Exhibit B of the Master Custodian Agreement) out of the Administrator’s compensation under that certain agreement entitled Amended and Restated Fund Accounting and Compliance Administration Agreement, promptly upon demand: (1) such compensation to dated March 27, 2001, between the Collateral Trustee and its agents as the Company Administrator and the Collateral Trustee may agree in writing from time to time;Trust. (2) 18.2 Notwithstanding the foregoing, however, the Trust shall be responsible for all reasonable out-of-pocket expenses and processing costs and expenses incurred by the Collateral Trustee and its agents Custodian in the preparationadministration of the Account including, executionwithout limitation, delivery, filing, recordation, administration or enforcement reasonable counsel fees incurred by Custodian pursuant to Subparagraph 16.5 of this Agreement or any other Parity Lien Security Document or any consentAgreement; costs associated with the conversion of the Securities, amendmentthe transfer of Securities, waiver or other modification relating hereto or thereto; (3) all reasonable fees, expenses and disbursements of legal counsel and any auditors, accountants, consultants or appraisers or other professional advisors and agents engaged by the Collateral Trustee or any Parity Lien Representative incurred records kept in connection with this Agreement; all expenses and taxes payable with respect to the negotiationSecurities in the account of the Trust including, preparationwithout limitation, closing, administration, performance or enforcement of this Agreement commission charges on purchases and sales and the amount of any loss or liability for stockholders assessments or otherwise, claimed or asserted against the Bank or against the Bank’s nominee by reason of any registration hereunder; and expenses of third parties providing services to the Fund (other Parity Lien Security Documents than services of third parties as are already compensated as described in this Agreement), including services of independent accountants, appraisers, and brokers. 18.3 Custodian shall be entitled to withdraw such expenses or any consentcompensation from the Account if the Trust fails to pay the same to Custodian within 45 days after Custodian has sent an appropriate billing to the Trust; provided, amendmenthowever, waiver or other modification relating hereto or thereto and any other document or matter requested that Custodian will give the Trust ten (10) days prior written notice before withdrawing such funds. 18.4 Notwithstanding anything to the contrary, amounts owed by the Company or any Guarantor; (4) all reasonable costs and expenses incurred by Trust to the Collateral Trustee and its agents in creating, perfecting, preserving, releasing or enforcing the Collateral Trustee’s Liens on the Collateral, including filing and recording fees, expenses and taxes, stamp or documentary taxes, search fees, and title insurance premiums; (5) all other reasonable costs and expenses incurred by the Collateral Trustee and its agents in connection with the negotiation, preparation and execution Custodian shall only be paid out of the Parity Lien Security Documents assets and any consents, amendments, waivers or other modifications thereto and the transactions contemplated thereby or the exercise of rights or performance of obligations by the Collateral Trustee thereunder; and (6) after the occurrence of any Parity Lien Debt Default, all costs and expenses incurred by the Collateral Trustee, its agents and any Parity Lien Representative in connection with the preservation, collection, foreclosure or enforcement property of the Collateral subject to the Parity Lien Security Documents or any interest, right, power or remedy of the Collateral Trustee or in connection with the collection or enforcement of any of the Parity Lien Obligations or the proof, protection, administration or resolution of any claim based upon the Parity Lien Obligations in any Insolvency or Liquidation Proceeding, including all fees and disbursements of attorneys, accountants, auditors, consultants, appraisers and other professionals engaged by the Collateral Trustee, its agents or the Parity Lien Representatives. The agreements in this Section 7.8 will survive repayment of all other Parity Lien Obligations and the removal or resignation of the Collateral Trustee and termination of this Agreementparticular Fund involved.

COMPENSATION; EXPENSES. The Grantors jointly and severally agree Whether or not the transactions contemplated hereby shall be consummated, the Company agrees to pay, promptly upon demand: (1i) such compensation to the Collateral Trustee and its agents, co-agents and sub-agents as the Company and the Collateral Trustee may shall agree in writing from time to time; (2ii) all reasonable costs and expenses incurred by the Collateral Trustee and its agents in the preparation, execution, delivery, filing, recordation, administration or enforcement of this Agreement or any other Parity Lien Security Document or any consent, amendment, waiver or other modification relating hereto or thereto; (3iii) all reasonable fees, expenses and disbursements of legal counsel and any auditors, accountants, consultants or appraisers or other professional advisors and agents engaged by the Collateral Trustee or any Parity Lien Secured Debt Representative incurred in connection with the negotiation, preparation, closing, administration, performance or enforcement of this Agreement and the other Parity Lien Security Documents or any consent, amendment, waiver or other modification relating hereto or thereto and any other document or matter requested by the Company or any GuarantorCompany; (4iv) all reasonable costs and expenses incurred by the Collateral Trustee and its agents in of creating, perfecting, preserving, releasing or enforcing the Collateral Trustee’s Liens on 's security interests in the Collateral, including filing and recording fees, expenses and taxes, stamp or documentary taxes, search fees, and title insurance premiums; (5v) all other reasonable costs and expenses incurred by the Collateral Trustee and its agents or any Secured Debt Representative in connection with the negotiation, preparation and execution of the Parity Lien Security Documents and any consents, amendments, waivers or other modifications thereto and the transactions contemplated thereby or the exercise of rights or performance of obligations by the Collateral Trustee thereunder; and (6vi) after the occurrence of any Parity Lien Secured Debt Default, all reasonable costs and expenses incurred by the Collateral Trustee, its agents and Trustee or any Parity Lien Secured Debt Representative in connection with the preservation, collection, foreclosure or enforcement of the Collateral subject to the Parity Lien Security Documents or any interest, right, power or remedy of the Collateral Trustee or in connection with the collection or enforcement of any of the Parity Lien Secured Obligations or the proof, protection, administration or resolution of any claim based upon the Parity Lien Secured Obligations in any Bankruptcy Case or Insolvency or Liquidation Proceeding, including all reasonable fees and disbursements of attorneys, accountants, auditors, consultants, appraisers and other professionals engaged by the Collateral Trustee, its agents Trustee or the Parity Lien Secured Debt Representatives. The agreements in this Section 7.8 will 7.7 shall survive repayment of all other Parity Lien Secured Obligations and the removal or resignation of the Collateral Trustee and termination of this AgreementTrustee.

COMPENSATION; EXPENSES. The Grantors Canadian Issuer and the Canadian Guarantors jointly and severally agree to pay, promptly upon demand: (1) such compensation to the Canadian Collateral Trustee and its agents as the Company Canadian Issuer and the Canadian Collateral Trustee may agree in writing from time to time; (2) all reasonable and documented out of pocket costs and expenses incurred by the Canadian Collateral Trustee and its agents in the preparation, execution, delivery, filing, recordation, administration or enforcement of this Agreement or any other Parity Lien Security Document or any consent, amendment, waiver or other modification relating hereto or thereto; (3) all reasonable fees, expenses and disbursements of outside legal counsel and any auditors, accountants, consultants or appraisers or other professional advisors and agents engaged by the Canadian Collateral Trustee or any Parity Lien Secured Debt Representative incurred in connection with the negotiation, preparation, closing, administration, performance or enforcement of this Agreement and the other Parity Lien Security Documents or any consent, amendment, waiver or other modification relating hereto or thereto and any other document or matter requested by the Company Canadian Issuer or any other Canadian Guarantor; (4) all reasonable and documented out of pocket costs and expenses incurred by the Canadian Collateral Trustee and its agents in creating, perfecting, preserving, releasing or enforcing the Canadian Collateral Trustee’s Liens on the Collateral, including filing and recording fees, expenses and taxes, stamp or documentary taxes, search fees, and title insurance premiums; (5) all other reasonable and documented out of pocket costs and expenses incurred by the Canadian Collateral Trustee and its agents in connection with the negotiation, preparation and execution of the Parity Lien Security Documents and any consents, amendments, waivers or other modifications thereto and the transactions contemplated thereby or the exercise of rights or performance of obligations by the Canadian Collateral Trustee thereunder; and (6) after the occurrence of any Parity Lien Secured Debt Default, all costs and expenses incurred by the Canadian Collateral Trustee, its agents and any Parity Lien Secured Debt Representative in connection with the preservation, collection, foreclosure or enforcement of the Collateral subject to the Parity Lien Security Documents or any interest, right, power or remedy of the Canadian Collateral Trustee or in connection with the collection or enforcement of any of the Parity Lien Secured Obligations or the proof, protection, administration or resolution of any claim based upon the Parity Lien Secured Obligations in any Insolvency or Liquidation Proceeding, including all reasonable fees and disbursements of attorneys, accountants, auditors, consultants, appraisers and other professionals engaged by the Canadian Collateral Trustee, its agents or the Parity Lien Secured Debt Representatives. The agreements in this Section 7.8 7.10 will survive repayment of all other Parity Lien Secured Obligations and the removal or resignation of the Canadian Collateral Trustee. Any moneys owed to the Canadian Collateral Trustee which remain unpaid for a period of 30 days or more from the issue date of the Canadian Collateral Trustee’s invoice for such moneys owed shall bear interest at the rate charged by the Canadian Collateral Trustee from time to time to its corporate trust customers until the date of payment. All such moneys shall be paid by the Canadian Issuer immediately upon receipt of such invoice by the Canadian Issuer. The said remuneration shall continue to be payable until the trusts hereof are finally wound up and whether or not the trusts of this Agreement shall be in course of administration by or under the direction of the court. This section 7.10 shall survive the resignation or replacement of the Canadian Collateral Trustee or the termination of this Agreement.

COMPENSATION; EXPENSES. The Grantors Whether or not the transactions contemplated hereby shall be consummated, each of the Company and Subsidiary Guarantors jointly and severally agree agrees to pay, promptly upon demand: (1a) such reasonable compensation to the Collateral Trustee Agent as agreed to in a separate fee letter and its agents, co-agents as the Company and the Collateral Trustee may agree in writing from time to timesub-agents; (2b) all reasonable costs and expenses incurred by the Collateral Trustee and its agents in the preparation, execution, delivery, filing, recordation, administration or enforcement of this Agreement or any other Parity Lien Security Document or any consent, amendment, waiver or other modification relating hereto or thereto; (3c) all reasonable fees, expenses and disbursements of legal counsel and any auditors, accountants, consultants or appraisers or other professional advisors and agents engaged by the Collateral Trustee or any Parity Lien Representative incurred Agent in connection with the negotiation, preparation, closing, administration, performance or enforcement of this Agreement and the other Parity Lien Security Documents or any consent, amendment, waiver or other modification relating hereto or thereto and any other document or matter requested by the Company or any GuarantorCompany; (4d) all reasonable costs and expenses incurred by the Collateral Trustee and its agents in of creating, perfecting, preserving, releasing or enforcing the Collateral TrusteeAgent’s Liens on security interests in the Collateral, including filing and recording fees, expenses and taxes, stamp or documentary taxes, search fees, and title insurance premiums; (5e) all reasonable costs of any Opinion of Counsel required hereby to be delivered to the Collateral Agent; (f) all other reasonable reasonably costs and expenses incurred by the Collateral Trustee and its agents Agent in connection with the negotiation, preparation and execution of the Parity Lien Security Documents and any consents, amendments, waivers or other modifications thereto and the transactions contemplated thereby or the exercise of its rights or performance of its obligations by the Collateral Trustee Agent thereunder; and (6g) after the occurrence and during the continuance of any Parity Lien Debt an Event of Default, all reasonable costs and expenses incurred by the Collateral TrusteeAgent, its agents and any Parity Lien Representative the Administrative Agent or the Trustee in connection with the preservation, collection, foreclosure or enforcement of the Collateral subject to Liens granted by the Parity Lien Security Documents or any interest, right, power or remedy of the Collateral Trustee Agent or in connection with the collection or enforcement of any of the Parity Lien Secured Obligations or the proof, protection, administration or resolution of any claim based upon the Parity Lien Secured Obligations in any Insolvency bankruptcy case or Liquidation Proceedinginsolvency or liquidation proceedings, including all reasonable fees and disbursements of attorneys, accountants, auditors, consultants, appraisers and other professionals engaged by the Collateral TrusteeAgent, its agents the Administrative Agent or the Parity Lien Representatives. Trustee. (h) The agreements in this Section 7.8 will 7.6 shall survive repayment of the Notes and Credit Facility Obligations and all other Parity Lien Obligations amounts payable hereunder and the resignation or removal or resignation of the Collateral Trustee and termination of this AgreementAgent.

COMPENSATION; EXPENSES. The Grantors Pledgors jointly and severally agree to pay, promptly upon demand: (1) such compensation to the Collateral Trustee and its agents as the Company Borrower and the Collateral Trustee may agree in writing from time to time; (2) all reasonable costs and expenses incurred by the Collateral Trustee and its agents in the preparation, execution, delivery, filing, recordation, administration or enforcement of this Agreement or any other Parity Lien Security Document or any consent, amendment, waiver or other modification relating hereto or thereto; (3) all reasonable fees, expenses and disbursements of legal counsel and any auditors, accountants, consultants or appraisers or other professional advisors and agents engaged by the Collateral Trustee or any Parity Lien Representative incurred in connection with the negotiation, preparation, closing, administration, performance or enforcement of this Agreement and the other Parity Lien Security Documents or any consent, amendment, waiver or other modification relating hereto or thereto and any other document or matter requested by the Company Borrower or any Guarantorother Pledgor; (4) all reasonable costs and expenses incurred by the Collateral Trustee and its agents in creating, perfecting, preserving, releasing or enforcing the Collateral Trustee’s Liens on the Collateral, including filing and recording fees, expenses and taxes, stamp or documentary taxes, search fees, and title insurance premiums; (5) all other reasonable costs and expenses incurred by the Collateral Trustee and its agents in connection with the negotiation, preparation and execution of the Parity Lien Security Documents and any consents, amendments, waivers or other modifications thereto and the transactions contemplated thereby or the exercise of rights or performance of obligations by the Collateral Trustee thereunder; and (6) after the occurrence of any Parity Lien Secured Debt Default, all costs and expenses incurred by the Collateral Trustee, Trustee and its agents and any Parity Lien Representative in connection with the preservation, collection, foreclosure or enforcement of the Collateral subject to the Parity Lien Security Documents or any interest, right, power or remedy of the Collateral Trustee or in connection with the collection or enforcement of any of the Parity Lien Secured Obligations or the proof, protection, administration or resolution of any claim based upon the Parity Lien Secured Obligations in any Insolvency or Liquidation Proceeding, including all fees and disbursements of attorneys, accountants, auditors, consultants, appraisers and other professionals engaged by the Collateral Trustee, Trustee or its agents or the Parity Lien Representativesagents. The agreements in this Section 7.8 8.10 will survive repayment of all other Parity Lien Secured Obligations and the removal or resignation of the Collateral Trustee and termination of this AgreementTrustee.

COMPENSATION; EXPENSES. The Grantors Pledgors jointly and severally agree to pay, promptly upon demand: (1) such compensation to the Collateral Trustee and its agents as the Company Borrower and the Collateral Trustee may agree in writing from time to time; (2) all reasonable documented out-of-pocket costs and expenses incurred by the Credit Agreement Collateral Agent, the Collateral Trustee and its agents their agents, including the reasonable fees and expenses of their legal counsel, in the preparation, execution, delivery, filing, recordation, administration or enforcement of this Agreement or any other Parity Lien Security Document or any consent, amendment, waiver or other modification relating hereto or theretothereto or the exercise of rights or performance of obligations by the Credit Agreement Collateral Agent and the Collateral Trustee thereunder; (3) all reasonable fees, expenses and disbursements of legal counsel and any auditors, accountants, consultants or appraisers or other professional advisors and agents engaged by the Collateral Trustee or any Parity Lien Representative incurred in connection with the negotiation, preparation, closing, administration, performance or enforcement of this Agreement and the other Parity Lien Security Documents or any consent, amendment, waiver or other modification relating hereto or thereto and any other document or matter requested by the Company or any Guarantor; (4) all reasonable documented out-of-pocket costs and expenses incurred by the Credit Agreement Collateral Agent and Collateral Trustee in creating and its agents in creatingtheir agents', perfecting, preserving, releasing or enforcing the Collateral Trustee’s 's Liens on the Collateral, including filing and recording fees, expenses and taxes, stamp or documentary taxes, search fees, and title insurance premiums;; and (54) after the occurrence and during the continuance of any Secured Debt Default, all other reasonable out-of-pocket costs and expenses incurred by the Credit Agreement Collateral Trustee and its agents in connection with the negotiation, preparation and execution of the Parity Lien Security Documents and any consents, amendments, waivers Agent or other modifications thereto and the transactions contemplated thereby or the exercise of rights or performance of obligations by the Collateral Trustee thereunder; and (6) after the occurrence of any Parity Lien Debt Default, all costs and expenses incurred by the Collateral Trustee, its agents as applicable, their agents, and any Parity Lien Secured Debt Representative in connection with the preservation, collection, foreclosure or enforcement of the Collateral subject to the Parity Lien Security Documents or any interest, right, power or remedy of the Credit Agreement Collateral Trustee Agent or the Collateral Trustee, as applicable, or in connection with the collection or enforcement of any of the Parity Lien Secured Obligations or the proof, protection, administration or resolution of any claim based upon the Parity Lien Secured Obligations in any Insolvency or Liquidation Proceeding, including all reasonable fees and disbursements of attorneys, accountants, auditors, consultants, appraisers and other professionals attorneys engaged by the Credit Agreement Collateral Agent or the Collateral Trustee, its agents their agents, or the Parity Lien RepresentativesSecured Debt Representatives (provided that the Pledgors shall not be obligated to pay for more than one law firm retained by any of the foregoing as a single group in each relevant jurisdiction, except in the case of an actual or reasonably likely conflict of interest). The agreements in this Section 7.8 7.12 will survive repayment of all other Parity Lien Secured Obligations and the removal or resignation of the Collateral Trustee and termination of this AgreementTrustee.

COMPENSATION; EXPENSES. The Grantors jointly and severally agree to pay, promptly upon demand: (1i) such compensation compensation, fees, costs and expenses to the Collateral Trustee and its agents (including attorney’s fees and expenses) as the Company and the Collateral Trustee may agree in writing from time to time; (2ii) all reasonable and documented out-of-pocket costs and expenses incurred by the Collateral Trustee and its agents (including attorney’s fees and expenses) in the preparation, execution, delivery, filing, recordation, administration or enforcement of this Agreement or any other Parity Lien Security Document or any consent, amendment, waiver or other modification relating hereto or thereto; (3iii) all reasonable and documented out-of-pocket fees, expenses and disbursements of legal counsel and any auditors, accountants, consultants or appraisers or other professional advisors and agents engaged by the Collateral Trustee or any Parity Lien Representative incurred in connection with the negotiation, preparation, closing, administration, performance or enforcement of this Agreement and the other Parity Lien Security Documents or any consent, amendment, waiver or other modification relating hereto or thereto and any other document or matter requested by the Company Company, any Grantor or any Guarantor; (4) all reasonable costs and expenses incurred by the Collateral Trustee and its agents in creating, perfecting, preserving, releasing or enforcing the Collateral Trustee’s Liens on the Collateral, including filing and recording fees, expenses and taxes, stamp or documentary taxes, search fees, and title insurance premiums; (5iv) all other reasonable and documented out-of-pocket costs and expenses incurred by the Collateral Trustee and its agents in connection with the negotiation, preparation and execution of the Parity Lien Security Documents and any consents, amendments, waivers or other modifications thereto and the transactions contemplated thereby or the exercise of rights or performance of obligations by the Collateral Trustee thereunder; and (6v) after the occurrence of any Parity Lien Debt Default, all costs and expenses incurred by the Collateral Trustee, its agents and any Parity Lien Representative in connection with the preservation, collection, foreclosure or enforcement of the Collateral subject to the Parity Lien Security Documents or any interest, right, power or remedy of the Collateral Trustee or in connection with the collection or enforcement of any of the Parity Lien Obligations or the proof, protection, administration or resolution of any claim based upon the Parity Lien Obligations in any Insolvency or Liquidation Proceeding, including all fees and disbursements of attorneys, accountants, auditors, consultants, appraisers and other professionals engaged by the Collateral Trustee, its agents or the Parity Lien Representatives. The agreements in this Section 7.8 will survive repayment of all other Parity Lien Obligations and the removal or resignation of the Collateral Trustee and termination of this Agreement.

COMPENSATION; EXPENSES. The Grantors jointly and severally agree to pay, promptly upon demand: (1a) such compensation to the Third Lien Collateral Trustee Agent and its agents as the Company Grantors and the Third Lien Collateral Trustee Agent may agree in writing from time to time; (2b) all reasonable costs and expenses incurred by the Third Lien Collateral Trustee Agent and its agents in the preparation, execution, delivery, filing, recordation, administration or enforcement of this Agreement or any other Parity Third Lien Security Document or any consent, amendment, supplement, waiver or other modification relating hereto or thereto; (3c) all reasonable fees, expenses and disbursements of legal counsel and any auditors, accountants, consultants or appraisers or other professional advisors and agents engaged by the Third Lien Collateral Trustee Agent or any Parity Debt Representative in respect of Third Lien Representative Obligations incurred in connection with the negotiation, preparation, closing, administration, performance or enforcement of this Agreement and the other Parity Third Lien Security Documents or any consent, amendment, supplement, waiver or other modification relating hereto or thereto and any other document or matter requested by the Company or any GuarantorGrantor; (4d) all reasonable costs and expenses incurred by the Third Lien Collateral Trustee Agent and its agents in creating, perfecting, preserving, releasing or enforcing the Third Lien Collateral TrusteeAgent’s Liens on the Collateral, including filing and recording fees, expenses and taxes, stamp or documentary taxes, search fees, and title insurance premiums; (5e) all other reasonable costs and expenses incurred by the Third Lien Collateral Trustee Agent and its agents in connection with the negotiation, preparation and execution of this Agreement, the Parity Third Lien Security Documents and any consents, amendments, supplements, waivers or other modifications thereto and the transactions contemplated thereby or the exercise of rights or performance of obligations by the Third Lien Collateral Trustee Agent hereunder and thereunder; and (6f) after the occurrence of any Parity Third Lien Debt Default, all reasonable costs and expenses incurred by the Third Lien Collateral TrusteeAgent, its agents and any Parity Debt Representative in respect of Third Lien Representative Obligations in connection with the preservation, collection, foreclosure or enforcement of the Collateral subject to the Parity Third Lien Security Documents or any interest, right, power or remedy of the Third Lien Collateral Trustee Agent or in connection with the collection or enforcement of any of the Parity Third Lien Obligations or the proof, protection, administration or resolution of any claim based upon the Parity Third Lien Obligations in any Insolvency or Liquidation Proceeding, including all fees and disbursements of attorneys, accountants, auditors, consultants, appraisers and other professionals engaged by the Third Lien Collateral TrusteeAgent, its agents or the Parity Debt Representatives in respect of Third Lien RepresentativesObligations. The agreements in this Section 7.8 9.22 will survive repayment of all other Parity the Third Lien Note Obligations and the Additional Third Lien Obligations and the removal or resignation of the Third Lien Collateral Trustee and termination of this AgreementAgent.

COMPENSATION; EXPENSES. The Grantors Obligors jointly and severally agree to pay, promptly upon demand: (1) such compensation to the Collateral Trustee and its agents as the Company and the Collateral Trustee may agree in writing from time to time; (2) all reasonable costs and expenses incurred by the Collateral Trustee and its agents in the preparation, execution, delivery, filing, recordation, administration or enforcement of this Agreement or any other Parity Lien Security Document or any consent, amendment, waiver or other modification relating hereto or thereto; (3) all reasonable fees, expenses and disbursements of legal counsel and any auditors, accountants, consultants or appraisers or other professional advisors and agents engaged by the Collateral Trustee or any Parity Lien Representative incurred in connection with the negotiation, preparation, closing, administration, performance or enforcement of this Agreement and the other Parity Lien Security Documents or any consent, amendment, waiver or other modification relating hereto or thereto and any other document or matter requested by the Company or any Guarantor; (4) all reasonable costs and expenses incurred by the Collateral Trustee and its agents in creating, perfecting, preserving, releasing or enforcing the Collateral Trustee’s Liens on the Collateral, including filing and recording fees, expenses and taxes, stamp or documentary taxes, taxes and search fees, and title insurance premiums; (5) all other reasonable costs and expenses incurred by the Collateral Trustee and its agents in connection with the negotiation, preparation and execution of the Parity Lien Security Documents and any consents, amendments, waivers or other modifications thereto and the transactions contemplated thereby or the exercise of rights or performance of obligations by the Collateral Trustee thereunder; and (6) after the occurrence of any Parity Lien Debt Default, all costs and expenses incurred by the Collateral Trustee, its agents and any Parity Lien Representative in connection with the preservation, collection, foreclosure or enforcement of the Collateral subject to the Parity Lien Security Documents or any interest, right, power or remedy of the Collateral Trustee or in connection with the collection or enforcement of any of the Parity Lien Obligations or the proof, protection, administration or resolution of any claim based upon the Parity Lien Obligations in any Insolvency or Liquidation Proceeding, including all fees and disbursements of attorneys, accountants, auditors, consultants, appraisers and other professionals engaged by the Collateral Trustee, its agents or the Parity Lien Representatives. The agreements in this Section 7.8 will survive repayment of all other Parity Lien Obligations and the removal or resignation of the Collateral Trustee and termination of this Agreement.

COMPENSATION; EXPENSES. The Grantors jointly (a) In consideration of the management services performed by Forum as described herein, the Trust will pay Forum, with respect to each class of Shares of each Fund, a fee at the annual rate as listed in Appendix A hereto. Forum's fees shall be accrued by the Trust daily and severally shall be payable monthly in arrears on the first day of each calendar month for services performed under the Agreement during the prior calendar month. (b) Notwithstanding that other persons may, in investment advisory agreements or otherwise, agree to payassume certain expenses of the Trust or of any Fund or class of Shares thereof, promptly upon demand: the Trust shall be responsible and hereby assumes the obligation for payment of all the Trust's expenses, including (1i) such compensation payment of the fee payable to Forum under this Section 5 hereof and the fee payable to the Collateral Trustee and its agents as Advisers of each Fund pursuant to any investment advisory or similar agreement between the Company Adviser and the Collateral Trustee may agree in writing from time Trust; (ii) interest charges, taxes, brokerage fees and commissions; (iii) insurance and fidelity bond premiums; (iv) fees, interest charges and expenses of the Trust's administrator, custodian, transfer agent, dividend disbursing agent and fund accountant and providers of pricing, credit analysis and dividend services; (v) telecommunications expenses; (vi) auditing, legal and compliance expenses; (vii) costs of forming the Trust and maintaining its existence; (viii) costs of preparing and printing the Trust's Prospectuses, SAIs, subscription application forms and stockholder reports and their delivery to time; existing and prospective stockholders; (2ix) costs of maintaining books of original entry for portfolio and fund accounting and other required books and accounts and of calculating the net asset value of the Trust's shares; (x) costs of reproduction, stationery and supplies; (xi) compensation of the Trust's trustees, officers and employees and costs of other personnel performing services for the Trust, whether or not any such persons are affiliated persons of Forum or any Adviser of the Trust; (xii) costs of Board, Board committee, shareholder and other corporate meetings; (xiii) SEC registration fees and related expenses; (xiv) state and other jurisdiction securities laws registration fees and related expenses, including costs of personnel to perform such securities registration; and (xv) all reasonable costs and expenses incurred borne by the Collateral Trustee and its agents in the preparation, execution, delivery, filing, recordation, administration or enforcement of this Agreement or Trust pursuant to any other Parity Lien Security Document or any consent, amendment, waiver or other modification relating hereto or thereto; (3) all reasonable fees, expenses and disbursements of legal counsel and any auditors, accountants, consultants or appraisers or other professional advisors and agents engaged distribution plan adopted by the Collateral Trustee Trust pursuant to Rule 12b-1 under the Act, shareholder service or any Parity Lien Representative incurred in connection with the negotiation, preparation, closing, administration, performance or enforcement of this Agreement and the other Parity Lien Security Documents or any consent, amendment, waiver or other modification relating hereto or thereto and any other document or matter requested by the Company or any Guarantor; (4) all reasonable costs and expenses incurred by the Collateral Trustee and its agents in creating, perfecting, preserving, releasing or enforcing the Collateral Trustee’s Liens on the Collateral, including filing and recording fees, expenses and taxes, stamp or documentary taxes, search fees, and title insurance premiums; (5) all other reasonable costs and expenses incurred by the Collateral Trustee and its agents in connection with the negotiation, preparation and execution of the Parity Lien Security Documents and any consents, amendments, waivers or other modifications thereto and the transactions contemplated thereby or the exercise of rights or performance of obligations by the Collateral Trustee thereunder; and (6) after the occurrence of any Parity Lien Debt Default, all costs and expenses incurred by the Collateral Trustee, its agents and any Parity Lien Representative in connection with the preservation, collection, foreclosure or enforcement of the Collateral subject to the Parity Lien Security Documents or any interest, right, power or remedy of the Collateral Trustee or in connection with the collection or enforcement of any of the Parity Lien Obligations or the proof, protection, administration or resolution of any claim based upon the Parity Lien Obligations in any Insolvency or Liquidation Proceeding, including all fees and disbursements of attorneys, accountants, auditors, consultants, appraisers and other professionals engaged by the Collateral Trustee, its agents or the Parity Lien Representatives. The agreements in this Section 7.8 will survive repayment of all other Parity Lien Obligations and the removal or resignation of the Collateral Trustee and termination of this Agreementsimilar plan.

COMPENSATION; EXPENSES. The Grantors Borrower and the Guarantors jointly and severally agree to pay, promptly upon demand: (1) such compensation to the Collateral Trustee and its agents as the Company Borrower and the Collateral Trustee may agree in writing from time to time; (2) all reasonable and documented out of pocket costs and expenses incurred by the Collateral Trustee and its agents and any Secured Debt Representative in the preparation, execution, delivery, filing, recordation, administration or enforcement of this Agreement or any other Parity Lien Security Document or any consent, amendment, waiver or other modification relating hereto or thereto; (3) all reasonable fees, expenses and disbursements of legal counsel and any auditors, accountants, consultants or appraisers or other professional advisors and agents engaged by the Collateral Trustee or any Parity Lien Secured Debt Representative incurred in connection with the negotiation, preparation, closing, administration, performance or enforcement of this Agreement and the other Parity Lien Security Documents or any consent, amendment, waiver or other modification relating hereto or thereto and any other document or matter requested by the Company Borrower or any other Guarantor; (4) all reasonable and documented out of pocket costs and expenses incurred by the Collateral Trustee and its agents in creating, perfecting, preserving, releasing or enforcing the Collateral Trustee’s Liens on the Collateral, including filing and recording fees, expenses and taxes, stamp or documentary taxes, search fees, and title insurance premiums; (5) all other reasonable and documented out of pocket costs and expenses incurred by the Collateral Trustee and its agents in connection with the negotiation, preparation and execution of the Parity Lien Security Documents and any consents, amendments, waivers or other modifications thereto and the transactions contemplated thereby or the exercise of rights or performance of obligations by the Collateral Trustee thereunder; and (6) after the occurrence of any Parity Lien Secured Debt Default, all costs and expenses incurred by the Collateral Trustee, its agents and any Parity Lien Secured Debt Representative in connection with the preservation, collection, foreclosure or enforcement of the Collateral subject to the Parity Lien Security Documents or any interest, right, power or remedy of the Collateral Trustee or in connection with the collection or enforcement of any of the Parity Lien Secured Obligations or the proof, protection, administration or resolution of any claim based upon the Parity Lien Secured Obligations in any Insolvency or Liquidation Proceeding, including all reasonable fees and disbursements of attorneys, accountants, auditors, consultants, appraisers and other professionals engaged by the Collateral Trustee, its agents or the Parity Lien Secured Debt Representatives. The agreements in this Section 7.8 7.10 will survive repayment of all other Parity Lien Secured Obligations and the removal or resignation of the Collateral Trustee and termination of this AgreementTrustee.

COMPENSATION; EXPENSES. The Grantors Whether or not the transactions contemplated hereby shall be consummated, each of the Company and the Guarantors jointly and severally agree agrees to pay, promptly upon demand: (1a) such reasonable compensation to the Collateral Trustee and its agents Agent as agreed to in a separate fee agreement dated September 24, 2009, between the Company and the Collateral Trustee may agree in writing from time to timeAgent; (2b) all reasonable costs and expenses incurred by the Collateral Trustee and its agents in the preparation, execution, delivery, filing, recordation, administration or enforcement of this Agreement or any other Parity Lien Security Document or any consent, amendment, waiver or other modification relating hereto or thereto; (3c) all reasonable fees, expenses and disbursements of legal counsel and any auditors, accountants, consultants or appraisers or other professional advisors and agents engaged by the Collateral Trustee or any Parity Lien Representative incurred Agent in connection with the negotiation, preparation, closing, administration, performance or enforcement of this Agreement and the other Parity Lien Security Documents or any consent, amendment, waiver or other modification relating hereto or thereto and any other document or matter requested by the Company or any GuarantorCompany; (4d) all reasonable costs and expenses incurred by the Collateral Trustee and its agents in of creating, perfecting, preserving, releasing or enforcing the Collateral TrusteeAgent’s Liens on security interests in the Collateral, including filing and recording fees, expenses and taxes, stamp or documentary taxes, search fees, and title insurance premiums; (5e) all reasonable costs of any Opinion of Counsel required hereby to be delivered to the Collateral Agent; (f) all other reasonable costs and expenses incurred by the Collateral Trustee and its agents Agent in connection with the negotiation, preparation and execution of the Parity Lien Security Documents and any consents, amendments, waivers or other modifications thereto and the transactions contemplated thereby or the exercise of its rights or performance of its obligations by the Collateral Trustee Agent thereunder; and (6g) after the occurrence and during the continuance of any Parity Lien Debt an Event of Default, all reasonable costs and expenses incurred by the Collateral Trustee, its agents and any Parity Lien Representative Agent in connection with the preservation, collection, foreclosure or enforcement of the Collateral subject to Liens granted by the Parity Lien Security Documents or any interest, right, power or remedy of the Collateral Trustee Agent or in connection with the collection or enforcement of any of the Parity Lien Secured Obligations or the proof, protection, administration or resolution of any claim based upon the Parity Lien Secured Obligations in any bankruptcy case or Insolvency or Liquidation ProceedingProceedings, including all reasonable fees and disbursements of attorneys, accountants, auditors, consultants, appraisers and other professionals engaged by the Collateral Trustee, its agents or the Parity Lien Representatives. Agent. (h) The agreements in this Section 7.8 will 7.9 shall survive repayment of the Notes and Working Capital Facility Obligations and all other Parity Lien Obligations amounts payable hereunder and the resignation or removal or resignation of the Collateral Trustee and termination of this AgreementAgent.

COMPENSATION; EXPENSES. The Grantors jointly and severally agree Borrower agrees to pay, promptly upon demand: (1) pay such compensation to each of the Collateral Security Trustee and its agents and attorneys as and when the Company Borrower and the Collateral Security Trustee may agree in writing from time to time;. In addition, the Borrower agrees to pay within 15 days after receipt of written demand therefor, including documentation reasonably supporting such demand (without duplication): (2i) all reasonable and documented costs and out-of-pocket expenses incurred by the Collateral Security Trustee and its agents in connection with the negotiation, preparation, execution, delivery, filing, recordationregistration, recordation or administration or enforcement of this Agreement or any other Parity Lien Security Collateral Document or any consent, amendment, waiver or other modification relating hereto or thereto; (3ii) all reasonable and documented fees, out-of-pocket expenses and disbursements of the Security Trustee’s legal counsel and any auditors, accountants, consultants or appraisers or other professional advisors and agents engaged by the Collateral Security Trustee or any Parity Secured Lien Representative incurred in connection with the negotiation, preparation, closing, administration, administration or performance of or enforcement exercise of rights under this Agreement and the other Parity Lien Security Collateral Documents or any consent, amendment, waiver or other modification relating hereto or thereto and any other document or matter requested by the Company or any Guarantor;Borrower; 38 #4887-0762-5804 (4iii) all reasonable and documented costs and out-of-pocket expenses incurred by the Collateral Security Trustee and its agents in creating, perfecting, preserving, preserving or releasing or enforcing the Collateral Security Trustee’s Liens on the CollateralCollateral under the Collateral Documents, including filing filing, registration and recording fees, expenses and taxes, stamp or documentary taxes, search fees, and title insurance premiums;; and (5iv) after the occurrence and during the continuance of any Secured Debt Default, all other reasonable and documented costs and out-of-pocket expenses incurred by the Collateral Trustee and its agents in connection with the negotiation, preparation and execution of the Parity Lien Security Documents and any consents, amendments, waivers or other modifications thereto and the transactions contemplated thereby or the exercise of rights or performance of obligations by the Collateral Trustee thereunder; and (6) after the occurrence of any Parity Lien Debt Default, all costs and expenses incurred by the Collateral Trustee, its their agents and any Parity Secured Lien Representative in connection with the preservation, collection, foreclosure or enforcement of the Collateral subject to the Parity Lien Security Collateral Documents or any interest, right, power or remedy of the Collateral Security Trustee or in connection with the collection or enforcement of any of the Parity Lien Secured Obligations or the proof, protection, administration or resolution of any claim based upon the Parity Lien Secured Obligations in any Insolvency or Liquidation Proceeding, including all reasonable and documented fees and disbursements of attorneys, accountants, auditors, consultants, appraisers and other professionals engaged by the Collateral Security Trustee, its agents or the Parity Secured Lien Representatives. The agreements in this Section 7.8 8.09 will survive repayment of all other Parity Lien Obligations Secured Obligations, the termination of any Collateral Document and the removal or resignation of the Collateral Security Trustee. The amounts above shall include all reasonable and documented costs and out-of-pocket expenses of attorneys of the Security Trustee, provided that, save where clause (iv) applies, such costs and out-of-pocket expenses of attorneys of the Security Trustee shall include the documented fees, charges and disbursements of one counsel for the Security Trustee and termination of this Agreementone additional counsel in any applicable local jurisdiction, one counsel for each Secured Lien Representative and, in each case, such other counsel as may be agreed with the Borrower.

COMPENSATION; EXPENSES. The Grantors jointly and severally agree to pay, promptly upon demand: (1) such compensation to the Collateral Trustee Agent and its agents as the Company and the Collateral Trustee Agent may agree in writing from time to time; (2) all reasonable costs and expenses incurred by the Collateral Trustee and its agents in the preparation, execution, delivery, filing, recordation, administration or enforcement of this Agreement or any other Parity Lien Security Document or any consent, amendment, waiver or other modification relating hereto or thereto; (3) all reasonable fees, expenses and disbursements of legal counsel and any auditors, accountants, consultants or appraisers or other professional advisors and agents engaged by the Collateral Trustee Agent or any Parity Note Lien Representative incurred in connection with the negotiation, preparation, closing, administration, performance or enforcement of this Agreement and the other Parity Note Lien Security Documents or any consent, amendment, waiver or other modification relating hereto or thereto and the transactions contemplated hereby or thereby or the exercise of rights or performance of obligations by the Collateral Agent hereunder or thereunder; and any other document or matter requested by the Company or any Guarantorother Grantor; (43) all reasonable out-of-pocket costs and expenses incurred by the Collateral Trustee Agent and its agents in creating, perfecting, preserving, releasing or enforcing the Collateral TrusteeAgent’s Liens on the Collateral, including filing and recording fees, expenses and taxes, stamp or documentary taxes, search fees, and title insurance premiums; (5) all other reasonable costs and expenses incurred by the Collateral Trustee and its agents in connection with the negotiation, preparation and execution of the Parity Lien Security Documents and any consents, amendments, waivers or other modifications thereto and the transactions contemplated thereby or the exercise of rights or performance of obligations by the Collateral Trustee thereunder; and (64) after the occurrence of any Parity Lien Debt Actionable Default, all costs and expenses incurred by the Collateral TrusteeAgent, its agents and any Parity Note Lien Representative in connection with the preservation, collection, foreclosure or enforcement of the Collateral subject to the Parity Note Lien Security Documents or any interest, right, power or remedy of the Collateral Trustee Agent or in connection with the collection or enforcement of any of the Parity Note Lien Obligations or the proof, protection, administration or resolution of any claim based upon the Parity Note Lien Obligations in any Insolvency or Liquidation Proceeding, including all the reasonable fees and disbursements of attorneys, accountants, auditors, consultants, appraisers and other professionals engaged by the Collateral TrusteeAgent, its agents or the Parity Note Lien Representatives. The agreements in this Section 7.8 5.6 will survive repayment of all other Parity Note Lien Obligations and the removal or resignation of the Collateral Trustee and termination of this AgreementAgent.

COMPENSATION; EXPENSES. The Grantors Borrower and the other Guarantors jointly and severally agree to pay, promptly upon demandreceipt of a written and detailed invoice therefor: (1a) such compensation to the Collateral Trustee and its agents as the Company Borrower and the Collateral Trustee may agree in writing from time to time; (2b) all reasonable and out-of-pocket costs and expenses incurred by the Collateral Trustee and its agents in the negotiation, preparation, execution, delivery, filing, recordation, administration or enforcement of this Agreement or any other Parity Lien Security Document or any consent, amendment, waiver or other modification relating hereto or theretothereto and the transactions contemplated thereby or the exercise of rights or performance of obligations by the Collateral Trustee hereunder or thereunder; (3c) all reasonable and out-of-pocket fees, expenses and disbursements of legal counsel and any auditors, accountants, consultants or appraisers or other professional advisors and agents engaged by the Collateral Trustee or any Parity Lien Representative incurred in connection with the negotiation, preparation, closing, administration, performance or enforcement of this Agreement and the other Parity Lien Security Documents or any consent, amendment, waiver or other modification relating hereto or thereto and any other document or matter requested by the Company Borrower or any other Guarantor; (4d) all reasonable and out-of-pocket costs and expenses incurred by the Collateral Trustee and its agents in of creating, perfecting, preserving, releasing or enforcing the Collateral Trustee’s Liens on security interests in the Collateral, including filing and recording fees, expenses and taxes, stamp or documentary taxes, search fees, and title insurance premiums; (5e) all other reasonable and out-of-pocket costs and expenses incurred by the Collateral Trustee and its agents in connection with the negotiation, preparation and execution of the Parity Lien Security Documents and any consents, amendments, waivers or other modifications thereto and the transactions contemplated thereby or the exercise of rights or performance of obligations by the Collateral Trustee thereunder; and (6f) after the occurrence of any Parity Lien Secured Debt Default, all costs and expenses incurred by the Collateral Trustee, Trustee and its agents and any Parity Lien Representative in connection with the creation, perfection, preservation, releasing, collection, foreclosure or enforcement of the Collateral subject to Trustee’s Liens on the Parity Lien Security Documents Collateral or any interest, right, power or remedy of the Collateral Trustee or in connection with the collection or enforcement of any of the Parity Lien Secured Obligations or the proof, protection, administration or resolution of any claim based upon the Parity Lien Secured Obligations in any Insolvency or Liquidation Proceeding, including all fees filing, recording and other fees, expenses and taxes (including stamp or documentary taxes), search fees, title insurance premiums, and disbursements of attorneys, accountants, auditors, consultants, appraisers and other professionals engaged by the Collateral Trustee, its agents or the Parity Lien Secured Debt Representatives. The agreements in this Section 7.8 7.11 will survive repayment of all other Parity Lien Secured Obligations and the removal or resignation of the Collateral Trustee and termination of this Agreement.Trustee. 61 US-DOCS\104188909.12

COMPENSATION; EXPENSES. The Grantors jointly and severally agree to pay, promptly upon demand: (1a) such compensation to the Collateral Trustee and its agents as the Company and the Collateral Trustee may agree in writing from time to time; (2b) all reasonable costs and expenses incurred by the Collateral Trustee and its agents in the preparation, execution, delivery, filing, recordation, administration or enforcement of this Agreement or any other Parity Lien Security Document or any consent, amendment, waiver or other modification relating hereto or thereto; (3c) all reasonable fees, expenses and disbursements of legal counsel and any auditors, accountants, consultants or appraisers or other professional advisors and agents engaged by the Collateral Trustee or any Parity Lien Representative incurred in connection with the negotiation, preparation, closing, administration, performance or enforcement of this Agreement and the other Parity Lien Security Documents or any consent, amendment, waiver or other modification relating hereto or thereto and any other document or matter requested by the Company or any Subsidiary Guarantor; (4d) all reasonable costs and expenses incurred by the Collateral Trustee and its agents in creating, perfecting, preserving, releasing or enforcing the Collateral Trustee’s Liens on the Collateral, including filing and recording fees, expenses and taxes, stamp or documentary taxes, search fees, and title insurance premiums; (5e) all other reasonable costs and expenses incurred by the Collateral Trustee and its agents in connection with the negotiation, preparation and execution of the Parity Lien Security Documents and any consents, amendments, waivers or other modifications thereto and the transactions contemplated thereby or the exercise of rights or performance of obligations by the Collateral Trustee thereunder; and (6f) after the occurrence of any Parity Lien Debt Default, all costs and expenses incurred by the Collateral Trustee, its agents and any Parity Lien Representative in connection with the preservation, collection, foreclosure or enforcement of the Collateral subject to the Parity Lien Security Documents or any interest, right, power or remedy of the Collateral Trustee or in connection with the collection or enforcement of any of the Parity Lien Obligations or the proof, protection, administration or resolution of any claim based upon the Parity Lien Obligations in any Insolvency or Liquidation Proceeding, including all fees and disbursements of attorneys, accountants, auditors, consultants, appraisers and other professionals engaged by the Collateral Trustee, its agents or the Parity Lien Representatives. The agreements in this Section 7.8 will survive repayment of all other Parity Lien Obligations and the removal or resignation of the Collateral Trustee and termination of this Agreement.

COMPENSATION; EXPENSES. The Grantors jointly (a) In consideration of the administrative services performed by Forum as described herein, the Trust will pay Forum, with respect to each Fund a fee at the annual rate as listed in Appendix A hereto. Such fee shall be accrued by the Trust daily and severally agree to pay, promptly upon demand:shall be payable monthly in arrears on the first day of each calendar month for services performed hereunder during the prior calendar month. (1b) such compensation With respect to each Fund, Forum shall be responsible for the portion of the net expenses that relate to each of the Funds (except interest, taxes, brokerage, fees and expenses paid by the Trust pursuant to Rule 12b-1 under the Act, and organization expenses, all to the Collateral Trustee extent such exclusions are permitted by applicable state law and its agents as the Company and the Collateral Trustee may agree in writing from time to time; (2regulation) all reasonable costs and expenses incurred by the Collateral Trustee and Trust during each of its agents in the preparation, execution, delivery, filing, recordation, administration fiscal years or enforcement of portion thereof that this Agreement is in effect which, as to a Fund, in any such year exceeds the limits applicable to the Fund under the laws or regulations of any other Parity Lien Security Document state in which the shares of the Fund are qualified for sale (reduced pro rata for any portion of less than a year). This provision shall not apply with respect to those Funds for which Forum Advisors, Inc. serves as Adviser or any consent, amendment, waiver or other modification relating hereto or thereto;those Funds for which an Adviser has agreed to a similar provision. (3c) Subject to Section 3(b) hereof and any expense reimbursement arrangement between the Trust and any Adviser, the Trust shall be responsible and hereby assumes the obligation for payment of all reasonable its other expenses, including: (i) interest charges, taxes, brokerage fees and commissions; (ii) certain insurance premiums; (iii) fees, interest charges and expenses of the Trust's custodian, transfer agent and disbursements dividend disbursing agent; (iv) telecommunications expenses; (v) auditing, legal and compliance expenses; (vi) costs of legal counsel the Trust's formation and maintaining its existence; (vii) costs of preparing and printing the Trust's prospectuses, statements of additional information, account application forms and shareholder reports and delivering them to existing and prospective shareholders; (viii) costs of maintaining books of original entry for portfolio and fund accounting and other required books and accounts and of calculating the net asset value of shares of the Trust; (ix) costs of reproduction, stationery and supplies; (x) compensation of the Trust's Trustees, officers, employees and other personnel performing services for the Trust who are not officers of the Adviser, of Forum Financial Services, Inc. or of affiliated persons of either; (xi) costs of corporate meetings; (xii) registration fees and related expenses for registration with the Commission and the securities regulatory authorities of other countries in which the Trust's shares are sold; (xiii) state securities law registration fees and related expenses; (xiv) the fees payable hereunder and the fees payable to any auditors, accountants, consultants investment adviser to the Trust under any investment advisory or appraisers or similar agreement; (xv) and all other professional advisors fees and agents engaged expenses paid by the Collateral Trustee Trust pursuant to any distribution or any Parity Lien Representative incurred in connection with shareholder service plan adopted pursuant to Rule 12b-1 under the negotiation, preparation, closing, administration, performance Act or enforcement of this Agreement and the other Parity Lien Security Documents or any consent, amendment, waiver or other modification relating hereto or thereto and any other document or matter requested by the Company or any Guarantor; (4) all reasonable costs and expenses incurred by the Collateral Trustee and its agents in creating, perfecting, preserving, releasing or enforcing the Collateral Trustee’s Liens on the Collateral, including filing and recording fees, expenses and taxes, stamp or documentary taxes, search fees, and title insurance premiums; (5) all other reasonable costs and expenses incurred by the Collateral Trustee and its agents in connection with the negotiation, preparation and execution of the Parity Lien Security Documents and any consents, amendments, waivers or other modifications thereto and the transactions contemplated thereby or the exercise of rights or performance of obligations by the Collateral Trustee thereunder; and (6) after the occurrence of any Parity Lien Debt Default, all costs and expenses incurred by the Collateral Trustee, its agents and any Parity Lien Representative in connection with the preservation, collection, foreclosure or enforcement of the Collateral subject to the Parity Lien Security Documents or any interest, right, power or remedy of the Collateral Trustee or in connection with the collection or enforcement of any of the Parity Lien Obligations or the proof, protection, administration or resolution of any claim based upon the Parity Lien Obligations in any Insolvency or Liquidation Proceeding, including all fees and disbursements of attorneys, accountants, auditors, consultants, appraisers and other professionals engaged by the Collateral Trustee, its agents or the Parity Lien Representatives. The agreements in this Section 7.8 will survive repayment of all other Parity Lien Obligations and the removal or resignation of the Collateral Trustee and termination of this Agreementotherwise.

COMPENSATION; EXPENSES. The Grantors jointly and severally agree XXXX agrees to pay, promptly upon demand: (1) such compensation to the Collateral Trustee and its agents as the Company EFIH and the Collateral Trustee may agree in writing from time to time; (2) all reasonable costs and expenses incurred by the Collateral Trustee and its agents in the preparation, execution, delivery, filing, recordation, administration or enforcement of this Agreement (including this Section 7.10) or any other Parity Lien Security Document or any consent, amendment, waiver or other modification relating hereto or thereto; (3) all reasonable fees, expenses and disbursements of legal counsel and any auditors, accountants, consultants or appraisers or other professional advisors and agents engaged by the Collateral Trustee or any Parity Lien Representative incurred in connection with the negotiation, preparation, closing, administration, performance or enforcement of this Agreement and the other Parity Lien Security Documents or any consent, amendment, waiver or other modification relating hereto or thereto and any other document or matter requested by the Company or any GuarantorEFIH; (4) all reasonable costs and expenses incurred by the Collateral Trustee and its agents in creating, perfecting, preserving, releasing or enforcing the Collateral Trustee’s Liens on the Collateral, including filing and recording fees, expenses and taxes, stamp or documentary taxes, and search fees, and title insurance premiums; (5) all other reasonable costs and expenses incurred by the Collateral Trustee and its agents in connection with the negotiation, preparation and execution of the Parity Lien Security Documents and any consents, amendments, waivers or other modifications thereto and the transactions contemplated thereby or the exercise of rights or performance of obligations by the Collateral Trustee thereunder; and (6) after the occurrence of any Parity Lien Secured Debt Default, all costs and expenses documented in customary detail incurred by the Collateral Trustee, its agents and any Parity Lien Secured Debt Representative in connection with the preservation, collection, foreclosure or enforcement of the Collateral subject to the Parity Lien Security Documents or any interest, right, power or remedy of the Collateral Trustee or in connection with the collection or enforcement of any of the Parity Lien Secured Debt Obligations or the proof, protection, administration or resolution of any claim based upon the Parity Lien Secured Debt Obligations in any Insolvency or Liquidation Proceeding, including all fees and disbursements documented in customary detail of attorneys, accountants, auditors, consultants, appraisers and other professionals engaged by the Collateral Trustee, its agents or the Parity Lien Secured Debt Representatives. The agreements in this Section 7.8 7.10 will survive repayment of all other Parity Lien Secured Debt Obligations and the removal or resignation of the Collateral Trustee and termination of this AgreementTrustee.

COMPENSATION; EXPENSES. The Grantors jointly and severally Borrowers agree to pay, promptly upon demand: (1) pay such compensation to each of the Collateral Security Trustee and its agents and attorneys as and when the Company Borrowers and the Collateral Security Trustee may agree in writing from time to time;. In addition, the Borrowers agree to pay within fifteen (15) days of receipt of written demand 36 #4855-7953-3086 therefor, including documentation reasonably supporting such demand (without duplication): (2i) all reasonable and documented costs and out-of-pocket expenses incurred by the Collateral Security Trustee and its agents in connection with the negotiation, preparation, execution, delivery, filing, recordationregistration, recordation or administration or enforcement of this Agreement or any other Parity Lien Security Collateral Document or any consent, amendment, waiver or other modification relating hereto or thereto; (3ii) all reasonable and documented fees, out-of-pocket expenses and disbursements of the Security Trustee’s legal counsel and any auditors, accountants, consultants or appraisers or other professional advisors and agents engaged by the Collateral Security Trustee or any Parity Secured Lien Representative incurred in connection with the negotiation, preparation, closing, administration, administration or performance of or enforcement exercise of rights under this Agreement and the other Parity Lien Security Collateral Documents or any consent, amendment, waiver or other modification relating hereto or thereto and any other document or matter requested by the Company Borrowers or any Guarantorother Grantor; (4iii) all reasonable and documented costs and out-of-pocket expenses incurred by the Collateral Security Trustee and its agents in creating, perfecting, preserving, preserving or releasing or enforcing the Collateral Security Trustee’s Liens on the CollateralCollateral under the Collateral Documents, including filing filing, registration and recording fees, expenses and taxes, stamp or documentary taxes, search fees, and title insurance premiums; (5) all other reasonable costs and expenses incurred by the Collateral Trustee and its agents in connection with the negotiation, preparation and execution of the Parity Lien Security Documents and any consents, amendments, waivers or other modifications thereto and the transactions contemplated thereby or the exercise of rights or performance of obligations by the Collateral Trustee thereunder; and (6iv) after the occurrence and during the continuance of any Parity Lien Secured Debt Default, all costs and out-of-pocket expenses incurred by the Collateral Security Trustee, its their agents and any Parity Secured Lien Representative in connection with the preservation, collection, foreclosure or enforcement of the Collateral subject to the Parity Lien Security Collateral Documents or any interest, right, power or remedy of the Collateral Security Trustee or in connection with the collection or enforcement of any of the Parity Lien Secured Obligations or the proof, protection, administration or resolution of any claim based upon the Parity Lien Secured Obligations in any Insolvency or Liquidation Proceeding, including all reasonable and documented fees and disbursements of attorneys, accountants, auditors, consultants, appraisers and other professionals engaged by the Collateral Security Trustee, its agents or the Parity Secured Lien Representatives. The agreements in this Section 7.8 8.09 will survive repayment of all other Parity Lien Obligations Secured Obligations, the termination of any Collateral Document and the removal or resignation of the Collateral Security Trustee. The amounts above shall include all reasonable and documented costs and out-of-pocket expenses of attorneys of the Security Trustee, provided that, save where clause (iv) applies, such costs and out-of-pocket expenses of attorneys of the Security Trustee shall include the documented fees, charges and disbursements of one counsel for the Security Trustee and termination of this Agreementone additional counsel in any applicable local jurisdiction, one counsel for each Secured Lien Representative and, in each case, such other counsel as may be agreed with the Borrowers.

COMPENSATION; EXPENSES. The Grantors Stream and the Guarantors jointly and severally agree to pay, promptly upon demand: (1) such compensation to the Collateral Trustee and its agents as the Company Stream and the Collateral Trustee may agree in writing from time to time; (2) all reasonable costs and expenses incurred by the Collateral Trustee and its agents in the preparation, execution, delivery, filing, recordation, administration or enforcement of this Agreement or any other Parity Lien Security Document or any consent, amendment, waiver or other modification relating hereto or thereto; (3) all reasonable fees, expenses and disbursements of legal counsel and any auditors, accountants, consultants or appraisers or other professional advisors and agents COLLATERAL TRUST AGREEMENT engaged by the Collateral Trustee or any Parity Lien Representative incurred in connection with the negotiation, preparation, closing, administration, performance or enforcement of this Agreement and the other Parity Lien Security Documents or any consent, amendment, waiver or other modification relating hereto or thereto and any other document or matter requested by the Company Stream or any Guarantor; (4) all reasonable costs and expenses incurred by the Collateral Trustee and its agents in creating, perfecting, preserving, releasing or enforcing the Collateral Trustee’s Liens on the Collateral, including filing and recording fees, expenses and taxes, stamp or documentary taxes, and search fees, and title insurance premiums; (5) all other reasonable costs and expenses incurred by the Collateral Trustee and its agents in connection with the negotiation, preparation and execution of the Parity Lien Security Documents and any consents, amendments, waivers or other modifications thereto and the transactions contemplated thereby or the exercise of rights or performance of obligations by the Collateral Trustee thereunder; and (6) after the occurrence of any Parity Lien Secured Debt Default, all reasonable costs and expenses incurred by the Collateral Trustee, its agents and any Parity Lien Secured Debt Representative in connection with the preservation, collection, foreclosure or enforcement of the Collateral subject to the Parity Lien Security Documents or any interest, right, power or remedy of the Collateral Trustee or in connection with the collection or enforcement of any of the Parity Lien Secured Obligations or the proof, protection, administration or resolution of any claim based upon the Parity Lien Secured Obligations in any Insolvency or Liquidation Proceeding, including all reasonable fees and disbursements of attorneys, accountants, auditors, consultants, appraisers and other professionals engaged by the Collateral Trustee, its agents or the Parity Lien Secured Debt Representatives. The agreements in this Section 7.8 7.10 will survive repayment of all other Parity Lien Secured Obligations and the removal or resignation of the Collateral Trustee and termination of this AgreementTrustee.

COMPENSATION; EXPENSES. The Grantors Company and the Guarantors jointly and severally agree to pay, promptly upon demand: (1) such compensation to the Collateral Trustee and its agents as the Company and the Collateral Trustee may agree in writing from time to time; (2) all reasonable costs and expenses incurred by the Collateral Trustee and its agents in the preparation, execution, delivery, filing, recordation, administration or enforcement of this Agreement or any other Parity Lien Security Document or any consent, amendment, waiver or other modification relating hereto or thereto; (3) all reasonable fees, expenses and disbursements of legal counsel and any auditors, accountants, consultants or appraisers or other professional advisors and agents engaged by the Collateral Trustee or any Parity Lien Representative incurred in connection with the negotiation, preparation, closing, administration, performance or enforcement of this Agreement and the other Parity Lien Security Documents or any consent, amendment, waiver or other modification relating hereto or thereto and any other document or matter requested by the Company or any Guarantor; (4) all reasonable costs and expenses incurred by the Collateral Trustee and its agents in creating, perfecting, preserving, releasing or enforcing the Collateral Trustee’s Liens on the Collateral, including filing and recording fees, expenses and taxes, stamp or documentary taxes, and search fees, and title insurance premiums; (5) all other reasonable costs and expenses incurred by the Collateral Trustee and its agents in connection with the negotiation, preparation and execution of the Parity Lien Security Documents and any consents, amendments, waivers or other modifications thereto and the transactions contemplated thereby or the exercise of rights or performance of obligations by the Collateral Trustee thereunder; and (6) after the occurrence of any Parity Lien Secured Debt Default, all reasonable costs and expenses incurred by the Collateral Trustee, its agents and any Parity Lien Secured Debt Representative in connection with the preservation, collection, foreclosure or enforcement of the Collateral subject to the Parity Lien Security Documents or any interest, right, power or remedy of the Collateral Trustee or in connection with the collection or enforcement of any of the Parity Lien Secured Obligations or the proof, protection, administration or resolution of any claim based upon the Parity Lien Secured Obligations in any Insolvency or Liquidation Proceeding, including all fees and disbursements of attorneys, accountants, auditors, consultants, appraisers and other professionals engaged by the Collateral Trustee, its agents or the Parity Lien Secured Debt Representatives. The agreements in this Section 7.8 7.10 will survive repayment of all other Parity Lien Secured Obligations and the removal or resignation of the Collateral Trustee and termination of this AgreementTrustee.

COMPENSATION; EXPENSES. The Borrower and the other Grantors jointly and severally agree to pay, promptly upon demand: (1a) such compensation to the Collateral Trustee and its agents as the Company Borrower and the Collateral Trustee may agree in writing from time to time; (2b) all reasonable costs and expenses incurred by the Collateral Trustee and its agents in the preparationdocumented out-of-pocket fees, execution, delivery, filing, recordation, administration or enforcement of this Agreement or any other Parity Lien Security Document or any consent, amendment, waiver or other modification relating hereto or thereto; (3) all reasonable feescosts, expenses and disbursements of legal counsel and any auditors, accountants, consultants or appraisers or other professional advisors and agents engaged by the Collateral Trustee or any Parity Lien Secured Debt Representative incurred in connection with the negotiation, preparation, closing, administration, performance or enforcement of this Agreement and the other Parity Lien Security Collateral Documents or any consent, amendment, waiver or other modification relating hereto or thereto and any other document or matter requested by the Company Borrower or any Guarantor; other Grantor; provided that in the case of attorneys’ fees, such fees shall be limited to the reasonable and documented out-of-pocket fees and disbursements of (4x) all reasonable costs and expenses incurred by the Collateral Trustee and its agents in creating, perfecting, preserving, releasing or enforcing a primary counsel for the Collateral Trustee’s Liens on , its agents, the Collateralother Secured Debt Representatives and the other Secured Parties, including filing taken as a whole, (y) if reasonably required by any Secured Debt Representative, a single maritime counsel for the Collateral Trustee, its agents, the other Secured Debt Representatives and recording feesthe other Secured Parties, expenses and taxes, stamp or documentary taxes, search feestaken as a whole, and title insurance premiums; (5z) all other reasonable costs and expenses incurred if reasonably required by any Secured Debt Representative, one special counsel or local counsel in any relevant jurisdiction for the Collateral Trustee and Trustee, its agents in connection with agents, the negotiation, preparation and execution of the Parity Lien Security Documents and any consents, amendments, waivers or other modifications thereto Secured Debt Representatives and the transactions contemplated thereby or the exercise of rights or performance of obligations by the Collateral Trustee thereunderother Secured Parties, taken as a whole; and (6) and after the occurrence and during the continuance of any Parity Lien Secured Debt Default, all costs and expenses incurred by the Collateral Trustee, its agents and any Parity Lien Secured Debt Representative in connection with the creation, perfection, preservation, releasing, collection, foreclosure or enforcement of the Collateral subject to Trustee’s Liens on the Parity Lien Security Documents Collateral or any interest, right, power or remedy of the Collateral Trustee or in connection with the collection or enforcement of any of the Parity Lien Secured Obligations or the proof, protection, administration or resolution of any claim based upon the Parity Lien Secured Obligations in any Insolvency or Liquidation Proceeding, including all fees filing, recording and other fees, expenses and taxes (including stamp or documentary taxes), search fees, and disbursements of attorneys, accountants, auditors, consultants, appraisers and other professionals engaged by the Collateral Trustee, its agents or the Parity Lien Secured Debt Representatives; provided that in the case of attorneys’ fees, such fees shall be limited to the reasonable and documented out-of-pocket fees and disbursements of (i) a single primary counsel for the Collateral Trustee, its agents, the other Secured Debt Representatives and the other Secured Parties, taken as a whole, (ii) one special counsel or local counsel as reasonably necessary in any relevant jurisdiction for all of the Collateral Trustee, its agents, the other Secured Debt Representatives and the other Secured Parties, taken as a whole, and (iii) solely in the case of actual or bona fide perceived conflict of interest in the case of clause (ii) above as between the Collateral Trustee, on one hand, and the other Secured Debt Representatives, on the other hand, one separate special counsel or local counsel, as applicable, as reasonably necessary in any relevant jurisdiction for the Secured Debt Representatives (other than the Collateral Trustee), taken as a whole. The agreements in this Section 7.8 7.11 will survive repayment of all other Parity Lien Secured Obligations and the removal or resignation of the Collateral Trustee and termination of this AgreementTrustee.

COMPENSATION; EXPENSES. The Company and the other Grantors jointly and severally agree to pay, promptly upon demand: (1a) such compensation to the Collateral Trustee Agent and its agents as the Company and the Collateral Trustee Agent may agree in writing from time to time; (2b) all reasonable costs and expenses incurred by the Collateral Trustee and its agents in the preparationdocumented out-of-pocket fees, execution, delivery, filing, recordation, administration or enforcement of this Agreement or any other Parity Lien Security Document or any consent, amendment, waiver or other modification relating hereto or thereto; (3) all reasonable feescosts, expenses and disbursements of legal counsel and any auditors, accountants, consultants or appraisers or other professional advisors and agents engaged by the Collateral Trustee Agent or any Parity Lien Secured Debt Representative incurred in connection with the negotiation, preparation, closing, administration, performance or enforcement of this Agreement and the other Parity Lien Security Documents or any consent, amendment, waiver or other modification relating hereto or thereto and any other document or matter requested by the Company Company, any other Grantor or any Guarantor; Secured Party; provided that in the case of attorneys’ fees, such fees shall be limited to the reasonable and documented out-of-pocket fees and disbursements of (4w) all reasonable costs and expenses incurred by a primary counsel for the Collateral Agent, the Credit Agreement Administrative Agent and the Notes Trustee and its agents in creatingtheir respective agents, perfectingtaken as a whole, preserving(x) a primary counsel for the other Secured Debt Representatives and the other Secured Parties, releasing or enforcing taken as a whole, (y) if reasonably required by any Secured Debt Representative, a single maritime counsel for the Collateral Trustee’s Liens on Agent, its agents, the Collateralother Secured Debt Representatives and the other Secured Parties, including filing and recording fees, expenses and taxes, stamp or documentary taxes, search feestaken as a whole, and title insurance premiums; (5z) all other reasonable costs and expenses incurred if reasonably required by any Secured Debt Representative, one special counsel or local counsel in any relevant jurisdiction for the Collateral Trustee and Agent, its agents in connection with agents, the negotiation, preparation and execution of the Parity Lien Security Documents and any consents, amendments, waivers or other modifications thereto Secured Debt Representatives and the transactions contemplated thereby or the exercise of rights or performance of obligations by the Collateral Trustee thereunderother Secured Parties, taken as a whole; and (6) and after the occurrence and during the continuance of any Parity Lien Secured Debt Default, all costs and expenses incurred by the Collateral TrusteeAgent, its agents and any Parity Lien Secured Debt Representative in connection with the creation, perfection, preservation, releasing, collection, foreclosure or enforcement of the Collateral subject to Agent’s Liens on the Parity Lien Security Documents Collateral or any interest, right, power or remedy of the Collateral Trustee Agent or in connection with the collection or enforcement of any of the Parity Lien Secured Obligations or the proof, protection, administration or resolution of any claim based upon the Parity Lien Secured Obligations in any Insolvency or Liquidation Proceeding, including all fees filing, recording and other fees, expenses and taxes (including stamp or documentary taxes), search fees, and disbursements of attorneys, accountants, auditors, consultants, appraisers and other professionals engaged by the Collateral TrusteeAgent, its agents or the Parity Lien Secured Debt Representatives; provided that in the case of attorneys’ fees, such fees shall be limited to the reasonable and documented out-of-pocket fees and disbursements of (i) a single primary counsel for the Collateral Agent, the Credit Agreement Administrative Agent, the Notes Trustee and their respective agents, taken as a whole, (ii) a single primary counsel for the other Secured Debt Representatives and the other Secured Parties, taken as a whole, (ii) one special counsel or local counsel as reasonably necessary in any relevant jurisdiction for all of the Collateral Agent, its agents, the other Secured Debt Representatives and the other Secured Parties, taken as a whole, and (iii) solely in the case of actual or bona fide perceived conflict of interest in the case of clause (ii) above as between the Collateral Agent, on one hand, and the other Secured Debt Representatives, on the other hand, one separate special counsel or local counsel, as applicable, as reasonably necessary in any relevant jurisdiction for the Secured Debt Representatives (other than the Collateral Agent), taken as a whole. The agreements in this Section 7.8 7.11 will survive repayment of all other Parity Lien Secured Obligations and the removal or resignation of the Collateral Trustee and termination of this AgreementAgent.

COMPENSATION; EXPENSES. The Grantors Satmex and the Guarantors jointly and severally agree to pay, promptly upon demand: (1) such compensation to the Collateral Trustee and its agents as the Company Satmex and the Collateral Trustee may agree in writing from time to time; (2) all reasonable out-of-pocket costs and expenses incurred by the Collateral Trustee and its agents and counsel in the preparation, execution, delivery, filing, recordation, administration or enforcement of this Agreement or any other Parity Lien Security Document or any consent, amendment, waiver or other modification relating hereto or thereto; (3) all reasonable fees, out-of-pocket expenses and disbursements of legal counsel and any auditors, accountants, consultants or appraisers or other professional advisors and agents engaged by the Collateral Trustee or any Parity Lien Secured Debt Representative incurred in connection with the negotiation, preparation, closing, administration, performance or enforcement of this Agreement and the other Parity Lien Security Documents or any consent, amendment, waiver or other modification relating hereto or thereto and any other document or matter requested by the Company Satmex or any Guarantor; (4) all reasonable costs and out-of-pocket expenses incurred by the Collateral Trustee and its agents and counsel in creating, perfecting, preserving or releasing the Collateral Trustee’s Liens on the Collateral and all reasonable costs and expenses incurred by the Collateral Trustee and its agents and counsel in creating, perfecting, preserving, releasing or enforcing the Collateral Trustee’s Liens on the Collateral, including filing and recording fees, expenses and taxes, stamp or documentary taxes, search fees, and title insurance premiums; (5) all other reasonable costs and out-of-pocket expenses incurred by the Collateral Trustee and its agents and counsel in connection with the negotiation, preparation and execution of the Parity Lien Security Documents and any consents, amendments, waivers or other modifications thereto and the transactions contemplated thereby or the exercise of rights or performance of obligations by the Collateral Trustee thereunder; and (6) after the occurrence of any Parity Lien Secured Debt Default, all costs and expenses incurred by the Collateral Trustee, its agents (including but not limited to the fees and expenses of counsel) and any Parity Lien Secured Debt Representative in connection with the preservation, collection, foreclosure or enforcement of the Collateral subject to the Parity Lien Security Documents or any interest, right, power or remedy of the Collateral Trustee or in connection with the collection or enforcement of any of the Parity Lien Secured Obligations or the proof, protection, administration or resolution of any claim based upon the Parity Lien Secured Obligations in any Insolvency Insolvency, Concurso Mercantil, Quiebra or Liquidation Proceeding, including all fees and disbursements of attorneys, accountants, auditors, consultants, appraisers and other professionals engaged by the Collateral Trustee, its agents or the Parity Lien Secured Debt Representatives. The agreements in this Section 7.8 7.10 will survive repayment of all other Parity Lien Secured Obligations and the removal or resignation of the Collateral Trustee. To secure Satmex and the Guarantor’s payment obligations under this Section 7.10 and Section 7.11, the Collateral Trustee and termination of this Agreementshall have a Lien on all assets held or collected by the Collateral Trustee, in its capacity as Collateral Trustee.

COMPENSATION; EXPENSES. The Grantors jointly (a) In consideration of the administrative services performed by Forum as described herein, the Trust will pay Forum, with respect to each Fund a fee at the annual rate as listed in Appendix A hereto. Such fee shall be accrued by the Trust daily and severally agree to pay, promptly upon demand:shall be payable monthly in arrears on the first day of each calendar month for services performed hereunder during the prior calendar month. (1b) such compensation Subject to section 4 of the investment advisory agreements between the Trust and the Adviser, the Trust shall be responsible and hereby assumes the obligation for payment of all the Trust's other expenses, including payment of the fee payable to Forum under this Section 5 and the fee payable to the Collateral Trustee and its agents as Adviser pursuant to the Company Investment Advisory Agreement between the Adviser and the Collateral Trustee may agree in writing from time to time; (2) all reasonable costs Trust; interest charges, taxes, brokerage fees and commissions; certain insurance premiums; fees, interest charges and expenses incurred of the Trust's custodian, transfer agent and dividend disbursing agent; telecommunications expenses; auditing, legal and compliance expenses; costs of the Trust's formation and maintaining its existence; costs of preparing and printing the Trust's Prospectuses, Statements of Additional Information, subscription application forms and stockholder reports and delivering them to existing and prospective shareholders; costs of maintaining books of original entry for portfolio and fund accounting and other required books and accounts and of calculating the net asset value of the Trust's shares; costs of reproduction, stationery and supplies; compensation of the Trust's trustees, officers and employees and costs of other personnel performing services for the Trust who are not Forum's officers or officers of the Adviser, or their respective affiliates; costs of corporate meetings; SEC registration fees and related expenses for registration with the SEC and the securities regulatory authorities of other countries in which the Trust's shares are sold; state securities laws registration fees and related expenses; and all other fees and expenses paid by the Collateral Trustee and its agents in the preparation, execution, delivery, filing, recordation, administration Trust pursuant to any distribution plan or enforcement of this Agreement or any other Parity Lien Security Document or any consent, amendment, waiver or other modification relating hereto or thereto; (3) all reasonable fees, expenses and disbursements of legal counsel and any auditors, accountants, consultants or appraisers or other professional advisors and agents engaged shareholder service adopted by the Collateral Trustee or any Parity Lien Representative incurred in connection with Trust pursuant to Rule 12b-1 under the negotiation, preparation, closing, administration, performance or enforcement of this Agreement and the other Parity Lien Security Documents or any consent, amendment, waiver or other modification relating hereto or thereto and any other document or matter requested by the Company or any Guarantor; (4) all reasonable costs and expenses incurred by the Collateral Trustee and its agents in creating, perfecting, preserving, releasing or enforcing the Collateral Trustee’s Liens on the Collateral, including filing and recording fees, expenses and taxes, stamp or documentary taxes, search fees, and title insurance premiums; (5) all other reasonable costs and expenses incurred by the Collateral Trustee and its agents in connection with the negotiation, preparation and execution of the Parity Lien Security Documents and any consents, amendments, waivers or other modifications thereto and the transactions contemplated thereby or the exercise of rights or performance of obligations by the Collateral Trustee thereunder; and (6) after the occurrence of any Parity Lien Debt Default, all costs and expenses incurred by the Collateral Trustee, its agents and any Parity Lien Representative in connection with the preservation, collection, foreclosure or enforcement of the Collateral subject to the Parity Lien Security Documents or any interest, right, power or remedy of the Collateral Trustee or in connection with the collection or enforcement of any of the Parity Lien Obligations or the proof, protection, administration or resolution of any claim based upon the Parity Lien Obligations in any Insolvency or Liquidation Proceeding, including all fees and disbursements of attorneys, accountants, auditors, consultants, appraisers and other professionals engaged by the Collateral Trustee, its agents or the Parity Lien Representatives. The agreements in this Section 7.8 will survive repayment of all other Parity Lien Obligations and the removal or resignation of the Collateral Trustee and termination of this AgreementAct.

COMPENSATION; EXPENSES. The Grantors jointly and severally agree to pay, promptly upon demand: (1i) such compensation compensation, fees, costs and expenses to the Collateral Trustee and its agents including attorneys as the Company and the Collateral Trustee may agree in writing from time to time; (2ii) all reasonable and documented out-of-pocket costs and expenses incurred by the Collateral Trustee and its agents including attorneys in the preparation, execution, delivery, filing, recordation, administration or enforcement of this Agreement or any other Parity Lien Security Document or any consent, amendment, waiver or other modification relating hereto or thereto; (3iii) all reasonable and documented out-of-pocket fees, expenses and disbursements of legal counsel and any auditors, accountants, consultants or appraisers or other professional advisors and agents engaged by the Collateral Trustee or any Parity Lien Representative incurred in connection with the negotiation, preparation, closing, administration, performance or enforcement of this Agreement and the other Parity Lien Security Documents or any consent, amendment, waiver or other modification relating hereto or thereto and any other document or matter requested by the Company Company, any Grantor or any Guarantor; (4iv) all reasonable and documented out-of-pocket costs and expenses incurred by the Collateral Trustee and its agents in creating, perfecting, preserving, releasing or enforcing the Collateral Trustee’s Liens on the Collateral, including filing and recording fees, expenses and taxes, stamp or documentary taxes, search fees, and title insurance premiums; (5v) all other reasonable and documented out-of-pocket costs and expenses incurred by the Collateral Trustee and its agents in connection with the negotiation, preparation and execution of the Parity Lien Security Documents and any consents, amendments, waivers or other modifications thereto and the transactions contemplated thereby or the exercise of rights or performance of obligations by the Collateral Trustee thereunder; and (6vi) after the occurrence of any Parity Lien Debt Default, all costs and expenses incurred by the Collateral Trustee, its agents and any Parity Lien Representative in connection with the preservation, collection, foreclosure or enforcement of the Collateral subject to the Parity Lien Security Documents or any interest, right, power or remedy of the Collateral Trustee or in connection with the collection or enforcement of any of the Parity Lien Obligations or the proof, protection, administration or resolution of any claim based upon the Parity Lien Obligations in any Insolvency or Liquidation Proceeding, including all fees and disbursements of attorneys, accountants, auditors, consultants, appraisers and other professionals engaged by the Collateral Trustee, its agents or the Parity Lien Representatives. The agreements in this Section 7.8 will survive repayment of all other Parity Lien Obligations and the removal or resignation of the Collateral Trustee and termination of this Agreement.

COMPENSATION; EXPENSES. The Grantors Issuers and the Guarantors jointly and severally agree to pay, promptly upon demand: (1) such compensation to the Collateral Trustee and its agents as the Company Issuers and the Collateral Trustee may agree in writing from time to time; (2) all reasonable costs and expenses incurred by the Collateral Trustee and its agents in the preparation, execution, delivery, filing, recordation, administration or enforcement of this Agreement or any other Parity Lien Security Document or in the preparation, execution and delivery of any consent, amendment, waiver or other modification relating hereto or thereto; (3) all reasonable fees, expenses and disbursements of legal counsel and any auditors, accountants, consultants consultants, auction agents or appraisers or other professional advisors and agents engaged by the Collateral Trustee or any Parity Lien Secured Debt Representative incurred in connection with the negotiation, preparation, closing, administration, performance or enforcement of this Agreement and the other Parity Lien Security Documents or with the preparation, execution and delivery of any consent, amendment, waiver or other modification relating hereto or thereto and any other document or matter requested by the Company any Issuer or any Guarantor; (4) all reasonable costs and expenses incurred by the Collateral Trustee and its agents in creating, perfecting, preserving, releasing or enforcing the Collateral Trustee’s Liens on the Collateral, including filing and recording fees, expenses and taxes, stamp or documentary taxes, search fees, and title insurance premiums; (5) all other reasonable costs and expenses incurred by the Collateral Trustee and its agents in connection with the negotiation, preparation and execution enforcement of the Parity Lien Security Documents and with the preparation, execution and delivery of any consents, amendments, waivers or other modifications thereto and the transactions contemplated thereby or the exercise of rights or performance of obligations by the Collateral Trustee thereunder; and (6) after the occurrence of any Parity Lien Secured Debt Default, all costs and expenses incurred by the Collateral Trustee, its agents and any Parity Lien Secured Debt Representative in connection with the preservation, collection, foreclosure or enforcement of the Collateral subject to the Parity Lien Security Documents or any interest, right, power or remedy of the Collateral Trustee or in connection with the collection or enforcement of any of the Parity Lien Secured Debt Obligations or the proof, protection, administration or resolution of any claim based upon the Parity Lien Secured Debt Obligations in any Insolvency or Liquidation Proceeding, including all fees and disbursements of attorneys, accountants, auditors, consultants, appraisers and other professionals engaged by the Collateral Trustee, its agents or the Parity Lien Secured Debt Representatives. The agreements in this Section 7.8 will survive repayment of all other Parity Lien Secured Debt Obligations and the removal or resignation of the Collateral Trustee and termination of this AgreementTrustee.

COMPENSATION; EXPENSES. The Grantors jointly and severally agree to pay, promptly upon demand: (1) such compensation to the Collateral Trustee and its agents as the Company Issuer and the Collateral Trustee may agree in writing from time to time; (2) all reasonable costs and expenses incurred by the Collateral Trustee and its agents in the preparation, execution, delivery, filing, recordation, administration or enforcement of this Agreement or any other Parity Lien Security Document or any consent, amendment, waiver or other modification relating hereto or thereto; (3) all reasonable fees, expenses and disbursements of legal counsel and any auditors, accountants, consultants or appraisers or other professional advisors and agents engaged by the Collateral Trustee or any Parity Lien Representative incurred in connection with the negotiation, preparation, closing, administration, performance or enforcement of this Agreement and the other Parity Lien Security Documents or any consent, amendment, waiver or other modification relating hereto or thereto and any other document or matter requested by the Company Issuer or any Guarantorother Grantor; (4) all reasonable costs and expenses incurred by the Collateral Trustee and its agents in creating, perfecting, preserving, releasing or enforcing the Collateral Trustee’s Liens on the Collateral, including filing and recording fees, expenses and taxes, stamp or documentary taxes, search fees, and title insurance premiums; (5) all other reasonable costs and expenses incurred by the Collateral Trustee and its agents in connection with the negotiation, preparation and execution of the Parity Lien Security Documents and any consents, amendments, waivers or other modifications thereto and the transactions contemplated thereby or the exercise of rights or performance of obligations by the Collateral Trustee thereunder; and (6) after the occurrence of any Parity Lien Debt Default, all costs and expenses incurred by the Collateral Trustee, its agents and any Parity Lien Representative in connection with the preservation, collection, foreclosure or enforcement of the Collateral subject to the Parity Lien Security Documents or any interest, right, power or remedy of the Collateral Trustee or in connection with the collection or enforcement of any of the Parity Lien Obligations or the proof, protection, administration or resolution of any claim based upon the Parity Lien Obligations in any Insolvency or Liquidation Proceeding, including all fees and disbursements of attorneys, accountants, auditors, consultants, appraisers and other professionals engaged by the Collateral Trustee, its agents or the Parity Lien Representatives. The agreements in this Section 7.8 will survive repayment of all other Parity Lien Obligations and the removal or resignation of the Collateral Trustee and termination of this AgreementTrustee.

COMPENSATION; EXPENSES. The Company and the other Grantors jointly and severally agree to pay, promptly upon demand:written demand (all as part of the Collateral Trustee’s Fees and Expenses and the First-Out Representative Fees and Expenses, as applicable): (1a) such compensation to the Collateral Trustee and its agents including attorneys as the Company and the Collateral Trustee may agree in writing from time to time; (2b) all reasonable out-of-pocket costs and expenses incurred by the Collateral Trustee Trustee, the First-Out Representative and its their respective agents including attorneys in the preparation, execution, delivery, filing, recordation, administration or enforcement of this Agreement or Agreement, any Intercreditor Agreement, any other Parity Lien Security Document or, in the case of the First-Out Representative any other First-Out Document or any consent, amendment, waiver or other modification relating hereto or thereto; (3c) all reasonable out-of-pocket fees, expenses and disbursements of legal counsel and any auditors, accountants, consultants or appraisers or other professional advisors and agents engaged by the Collateral Trustee or any Parity Lien Representative incurred in connection with the negotiation, preparation, closing, administration, performance administration or enforcement of this Agreement and Agreement, any Intercreditor Agreement, the other Parity Lien Security Documents or, in the case of the First-Out Representative, any other First-Out Document or any consent, amendment, waiver or other modification relating hereto or thereto and any other document or matter requested by the Company or any Guarantorother Grantor; (4d) all reasonable out-of-pocket costs and expenses incurred by the Collateral Trustee Trustee, the First-Out Representative and its their respective agents in creating, perfecting, preserving, releasing or enforcing the Collateral Trustee’s Liens on the CollateralCollateral or, in the case of the First-Out Representative, any other Liens securing the First-Out Obligations, including filing and recording fees, expenses and taxes, stamp or documentary taxes, search fees, and title insurance premiums; (5) all other reasonable costs and expenses incurred by the Collateral Trustee and its agents in connection with the negotiation, preparation and execution of the Parity Lien Security Documents and any consents, amendments, waivers or other modifications thereto and the transactions contemplated thereby or the exercise of rights or performance of obligations by the Collateral Trustee thereunder; and (6) after the occurrence of any Parity Lien Debt Default, all costs and expenses incurred by the Collateral Trustee, its agents and any Parity Lien Representative in connection with the preservation, collection, foreclosure or enforcement of the Collateral subject to the Parity Lien Security Documents or any interest, right, power or remedy of the Collateral Trustee or in connection with the collection or enforcement of any of the Parity Lien Obligations or the proof, protection, administration or resolution of any claim based upon the Parity Lien Obligations in any Insolvency or Liquidation Proceeding, including all fees and disbursements of attorneys, accountants, auditors, consultants, appraisers and other professionals engaged by the Collateral Trustee, its agents or the Parity Lien Representatives. The agreements in this Section 7.8 will survive repayment of all other Parity Lien Obligations and the removal or resignation of the Collateral Trustee and termination of this Agreement.

COMPENSATION; EXPENSES. The Grantors Pledgors jointly and severally agree to pay, promptly upon demand: (1) such compensation to the Collateral Trustee and its agents as the Company and the Collateral Trustee may agree in writing from time to time; (2) all reasonable costs and expenses incurred by the Collateral Trustee and its agents in connection with this Agreement or any of the Security Documents, including in the preparation, execution, delivery, filing, recordation, administration or enforcement of this Agreement or any other Parity Lien Security Document or any consent, amendment, waiver or other modification relating hereto or thereto; (3) all reasonable fees, expenses and disbursements of legal counsel and any auditors, accountants, consultants or appraisers or other professional advisors and agents engaged by the Collateral Trustee or any Parity Lien Secured Debt Representative incurred in connection with this Agreement or any of the Security Documents, including the negotiation, preparation, closing, administration, performance or enforcement of this Agreement and the other Parity Lien Security Documents or any consent, amendment, waiver or other modification relating hereto or thereto and any other document or matter requested by the Company or any Guarantorother Pledgor; (4) all reasonable costs and expenses incurred by the Collateral Trustee and its agents in creating, perfecting, preserving, releasing or enforcing the Collateral Trustee’s 's Liens on the Collateral, including filing and recording fees, expenses and taxes, stamp or documentary taxes, search fees, and title insurance premiums; (5) all other reasonable costs and expenses incurred by the Collateral Trustee and its agents in connection with this Agreement or any of the Security Documents, including the negotiation, preparation and execution of the Parity Lien Security Documents and any consents, amendments, waivers or other modifications thereto and the transactions contemplated thereby or the exercise of rights or performance of obligations by the Collateral Trustee thereunder; and (6) after the occurrence of any Parity Lien Secured Debt Default, all costs and expenses incurred by the Collateral Trustee, its agents and any Parity Lien Secured Debt Representative in connection with the preservation, collection, foreclosure or enforcement of the Collateral subject to the Parity Lien Security Documents or any interest, right, power or remedy of the Collateral Trustee or in connection with the collection or enforcement of any of the Parity Lien Secured Obligations or the proof, protection, administration or resolution of any claim based upon the Parity Lien Secured Obligations in any Insolvency or Liquidation Proceeding, including all fees and disbursements of attorneys, accountants, auditors, consultants, appraisers and other professionals engaged by the Collateral Trustee, its agents or the Parity Lien Secured Debt Representatives. The agreements in this Section 7.8 will survive repayment of all other Parity Lien Secured Obligations and the removal or resignation of the Collateral Trustee. The Collateral Trustee and termination shall have a lien prior to the holders of the Parity Lien Obligations on the Collateral for any amount owing to it or any predecessor Collateral Trustee under or in respect of this AgreementAgreement or any of the Security Documents, including all amounts owing under Sections 7.8 and 7.9. When the Collateral Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 6.01(11) or 6.01(12) of the Indenture, the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal or state bankruptcy, insolvency or other similar law.

COMPENSATION; EXPENSES. ‌ The Grantors Obligors jointly and severally agree to pay, promptly upon demand: (1a) all reasonable and documented costs and expenses, and after the occurrence of any Actionable Default, all costs and expenses, of the Secured Debt Representatives incurred in connection with the performance by such Secured Debt Representative of such Secured Debt Representatives’ duties under this Agreement; (b) such compensation to the Collateral Trustee Agent and its agents, co-agents and subagents as the Company Issuer and the Collateral Trustee Agent may agree in writing from time to time; (2c) all reasonable and documented costs and expenses incurred by the Collateral Trustee and its agents in the preparation, execution, delivery, filing, recordation, administration or enforcement of this Agreement or any other Parity Lien Security Collateral Document or any consent, amendment, waiver or other modification relating hereto or thereto; (3d) all reasonable and documented fees, expenses and disbursements of legal counsel (on a solicitor and his own client full indemnity basis) and any auditors, accountants, consultants or appraisers or other professional advisors advisors, experts and agents engaged by the Collateral Trustee or any Parity Lien Representative Agent incurred in connection with the negotiation, preparation, closing, administration, performance or enforcement of this Agreement and the other Parity Lien Security Collateral Documents or any consent, amendment, waiver or other modification relating hereto or thereto and any other document or matter requested by the Company Issuer and the transactions contemplated hereby and thereby or any Guarantorthe exercise of rights or performance of obligations by the Collateral Agent hereunder or thereunder; (4e) all reasonable and documented costs and expenses incurred by the Collateral Trustee and its agents in of creating, perfecting, preserving, releasing or enforcing the Collateral TrusteeAgent’s Liens on security interests in the Collateral, including filing and recording fees, expenses and taxes, stamp or documentary taxes, search fees, and title insurance premiums; (5f) all other reasonable and documented costs and expenses incurred by the Collateral Trustee and its agents Agent in connection with the negotiation, preparation and execution of this Agreement and the Parity Lien Security Collateral Documents and any consents, amendments, waivers or other modifications thereto and the transactions contemplated thereby or the exercise of rights or performance of obligations by the Collateral Trustee thereunderthereto; and (6g) after the occurrence of any Parity Lien Debt Actionable Default, all costs and expenses incurred by the Collateral Trustee, its agents and any Parity Lien Representative Agent in connection with the preservation, collection, foreclosure or enforcement of the Collateral subject to the Parity Lien Security Collateral Documents or any interest, right, power or remedy of the Collateral Trustee Agent or in connection with the collection or enforcement of any of the Parity Lien Obligations or the proof, protection, administration or resolution of any claim based upon the Parity Lien Obligations in any Insolvency or Liquidation Enforcement Proceeding, including all documented fees and disbursements of attorneyslegal counsel (on a solicitor and his own client full indemnity basis), accountants, auditors, consultants, appraisers and other professionals engaged by the Collateral Trustee, its agents Agent or the Parity Lien Secured Debt Representatives. None of the provisions contained in this Agreement or any supplement shall require the Collateral Agent to expend or risk its own funds or otherwise incur financial liability in performing its duties or in the exercise of any of its rights or powers. The agreements in this Section 7.8 9.9 will survive repayment of all other Parity Lien Obligations Secured Obligations, the termination of this Agreement and the removal or resignation of the Collateral Trustee and termination of this AgreementAgent.

COMPENSATION; EXPENSES. The Grantors jointly and severally agree to pay, promptly upon demand: (1) such compensation to the Collateral Trustee and its agents as the Company GXS and the Collateral Trustee may agree in writing from time to time; (2) all reasonable the actual costs and reasonable out of pocket expenses incurred by the Collateral Trustee and its agents in the preparation, execution, delivery, filing, recordation, administration or enforcement of this Agreement or any other Parity Lien Security Document or any consent, amendment, waiver or other modification relating hereto or thereto; (3) all reasonable fees, out of pocket expenses and reasonable disbursements of legal counsel and any auditors, accountants, consultants or appraisers or other professional advisors and agents engaged by the Collateral Trustee or any Parity Lien Secured Debt Representative incurred in connection with the negotiation, preparation, closing, administration, performance or enforcement of this Agreement and the other Parity Lien Security Documents or any consent, amendment, waiver or other modification relating hereto or thereto and any other document or matter requested by the Company GXS or any Guarantorother Grantor; (4) all reasonable the actual costs and reasonable out of pocket expenses incurred by the Collateral Trustee and its agents in creating, perfecting, preserving, releasing or enforcing the Collateral Trustee’s Liens on the Collateral, including filing and recording fees, expenses and taxes, stamp or documentary taxes, search fees, and title insurance premiums; (5) all other reasonable actual costs and reasonable out of pocket expenses incurred by the Collateral Trustee and its agents in connection with the negotiation, preparation and execution of the Parity Lien Security Documents and any consents, amendments, waivers or other modifications thereto and the transactions contemplated thereby or the exercise of rights or performance of obligations by the Collateral Trustee thereunder; and (6) after the occurrence of any Parity Lien Secured Debt Default, all costs and out of pocket expenses incurred by the Collateral Trustee, its agents agents, any Secured Debt Representative and any Parity Lien Representative holder of Secured Debt Obligations in connection with the preservation, collection, foreclosure or enforcement of the Collateral subject to the Parity Lien Security Documents or any interest, right, power or remedy of the Collateral Trustee or in connection with the collection or enforcement of any of the Parity Lien Secured Debt Obligations or the proof, protection, administration or resolution of any claim based upon the Parity Lien Secured Debt Obligations in any Insolvency or Liquidation Proceeding, including all reasonable fees and disbursements of attorneys, accountants, auditors, consultants, appraisers and other professionals engaged by the Collateral Trustee, its agents or the Parity Lien Secured Debt Representatives. The agreements in this Section 7.8 7.10 will survive repayment of all other Parity Lien Secured Debt Obligations and the removal or resignation of the Collateral Trustee and termination of this AgreementTrustee.

COMPENSATION; EXPENSES. The Grantors jointly and severally agree to pay(a) In consideration of the foregoing, promptly upon demand: (1) such compensation the Fund shall pay the Adviser, with respect to the Collateral Trustee Fund, a fee at an annualized rate equal to 1.5% of the aggregate average daily net assets of the Fund. Such fees shall be accrued by the Fund daily and its agents shall be payable monthly in arrears on the first day of each calendar month for services performed hereunder during the prior calendar month. If fees begin to accrue in the middle of a month or if this Agreement terminates before the end of any month, all fees for the period from that date to the end of that calendar month or from the beginning of that month to the date of termination, as the Company and the Collateral Trustee case may agree in writing from time to time; (2) all reasonable costs and expenses incurred by the Collateral Trustee and its agents in the preparationbe, execution, delivery, filing, recordation, administration or enforcement of this Agreement or any other Parity Lien Security Document or any consent, amendment, waiver or other modification relating hereto or thereto; (3) all reasonable fees, expenses and disbursements of legal counsel and any auditors, accountants, consultants or appraisers or other professional advisors and agents engaged by the Collateral Trustee or any Parity Lien Representative incurred in connection with the negotiation, preparation, closing, administration, performance or enforcement of this Agreement and the other Parity Lien Security Documents or any consent, amendment, waiver or other modification relating hereto or thereto and any other document or matter requested by the Company or any Guarantor; (4) all reasonable costs and expenses incurred by the Collateral Trustee and its agents in creating, perfecting, preserving, releasing or enforcing the Collateral Trustee’s Liens on the Collateral, including filing and recording fees, expenses and taxes, stamp or documentary taxes, search fees, and title insurance premiums; (5) all other reasonable costs and expenses incurred by the Collateral Trustee and its agents in connection with the negotiation, preparation and execution of the Parity Lien Security Documents and any consents, amendments, waivers or other modifications thereto and the transactions contemplated thereby or the exercise of rights or performance of obligations by the Collateral Trustee thereunder; and (6) after the occurrence of any Parity Lien Debt Default, all costs and expenses incurred by the Collateral Trustee, its agents and any Parity Lien Representative in connection with the preservation, collection, foreclosure or enforcement of the Collateral subject shall be prorated according to the Parity Lien Security Documents proportion that the period bears to the full month in which the effectiveness or any interest, right, power or remedy of termination occurs. Upon the Collateral Trustee or in connection with the collection or enforcement of any of the Parity Lien Obligations or the proof, protection, administration or resolution of any claim based upon the Parity Lien Obligations in any Insolvency or Liquidation Proceeding, including all fees and disbursements of attorneys, accountants, auditors, consultants, appraisers and other professionals engaged by the Collateral Trustee, its agents or the Parity Lien Representatives. The agreements in this Section 7.8 will survive repayment of all other Parity Lien Obligations and the removal or resignation of the Collateral Trustee and termination of this Agreement, the Fund shall pay to the Adviser such compensation as shall be payable prior to the effective date of termination. (b) The Fund shall be responsible for and assumes the obligation for payment of all of its expenses, including: (i) the fee payable under this Agreement; (ii) the fees payable to the administrator under an agreement between the administrator and the Fund; (iii) expenses of issue, repurchase and redemption of Shares; (iv) interest charges, taxes and brokerage fees and commissions; (v) premiums of insurance for the Fund, its Directors and officers, and fidelity bond premiums; (vi) fees and expenses of third parties, including the Fund's independent public accountant, custodian, transfer agent, dividend disbursing agent and fund accountant; (vii) fees of pricing, interest, dividend, credit and other reporting services; (viii) costs of membership in trade associations; (ix) telecommunications expenses; (x) funds' transmission expenses; (xi) auditing, legal and compliance expenses; (xii) costs of forming the Fund and maintaining its existence; (xiii) costs of preparing, filing and printing the Fund's Prospectuses, subscription application forms and shareholder reports and other communications and delivering them to existing shareholders, whether of record or beneficial; (xiv) expenses of meetings of shareholders and proxy solicitations therefor; (xv) costs of maintaining books of original entry for portfolio and fund accounting and other required books and accounts, of calculating the net asset value of Shares and of preparing tax returns; (xvi) costs of reproduction, stationery, supplies and postage; (xvii) fees and expenses of the Fund's Directors and officers; (xviii) the costs of personnel (who may be employees of the Adviser, an administrator or their respective affiliated persons) performing services for the Fund; (xix) costs of Board, Board committee, shareholder and other corporate meetings; (xx) SEC registration fees and related expenses; (xxi) state, territory or foreign securities laws registration fees and related expenses; and (xxii) all fees and expenses paid by the Fund in accordance with any distribution or service plan or agreement related to similar matters.

COMPENSATION; EXPENSES. 18.1 The Grantors jointly Custodian shall receive compensation for its services as specified in the Master Custodian Agreement. It is understood and severally agree to payagreed that the Administrator shall be responsible for paying the Custodian’s monthly fees (as outlined in Exhibit B of the Master Custodian Agreement) out of the Administrator’s compensation under that certain agreement entitled Amended and Restated Fund Accounting and Compliance Administration Agreement, promptly upon demand: (1) such compensation to dated April 26, 2001, between the Collateral Trustee and its agents as the Company Administrator and the Collateral Trustee may agree in writing from time to time;Trust. (2) 18.2 Notwithstanding the foregoing, however, the Trust shall be responsible for all reasonable out-of-pocket expenses and processing costs and expenses incurred by the Collateral Trustee and its agents Custodian in the preparationadministration of the Account including, executionwithout limitation, delivery, filing, recordation, administration or enforcement reasonable counsel fees incurred by Custodian pursuant to Subparagraph 16.5 of this Agreement or any other Parity Lien Security Document or any consentAgreement; costs associated with the conversion of the Securities, amendmentthe transfer of Securities, waiver or other modification relating hereto or thereto; (3) all reasonable fees, expenses and disbursements of legal counsel and any auditors, accountants, consultants or appraisers or other professional advisors and agents engaged by the Collateral Trustee or any Parity Lien Representative incurred records kept in connection with this Agreement; all expenses and taxes payable with respect to the negotiationSecurities in the account of the Trust including, preparationwithout limitation, closing, administration, performance or enforcement of this Agreement commission charges on purchases and sales and the amount of any loss or liability for stockholders assessments or otherwise, claimed or asserted against the Bank or against the Bank’s nominee by reason of any registration hereunder; and expenses of third parties providing services to the Fund (other Parity Lien Security Documents than services of third parties as are already compensated as described in this Agreement), including services of independent accountants, appraisers, and brokers. 18.3 Custodian shall be entitled to withdraw such expenses or any consentcompensation from the Account if the Trust fails to pay the same to Custodian within 45 days after Custodian has sent an appropriate billing to the Trust; provided, amendmenthowever, waiver or other modification relating hereto or thereto and any other document or matter requested that Custodian will give the Trust ten (10) days prior written notice before withdrawing such funds. 18.4 Notwithstanding anything to the contrary, amounts owed by the Company or any Guarantor; (4) all reasonable costs and expenses incurred by Trust to the Collateral Trustee and its agents in creating, perfecting, preserving, releasing or enforcing the Collateral Trustee’s Liens on the Collateral, including filing and recording fees, expenses and taxes, stamp or documentary taxes, search fees, and title insurance premiums; (5) all other reasonable costs and expenses incurred by the Collateral Trustee and its agents in connection with the negotiation, preparation and execution Custodian shall only be paid out of the Parity Lien Security Documents assets and any consents, amendments, waivers or other modifications thereto and the transactions contemplated thereby or the exercise of rights or performance of obligations by the Collateral Trustee thereunder; and (6) after the occurrence of any Parity Lien Debt Default, all costs and expenses incurred by the Collateral Trustee, its agents and any Parity Lien Representative in connection with the preservation, collection, foreclosure or enforcement property of the Collateral subject to the Parity Lien Security Documents or any interest, right, power or remedy of the Collateral Trustee or in connection with the collection or enforcement of any of the Parity Lien Obligations or the proof, protection, administration or resolution of any claim based upon the Parity Lien Obligations in any Insolvency or Liquidation Proceeding, including all fees and disbursements of attorneys, accountants, auditors, consultants, appraisers and other professionals engaged by the Collateral Trustee, its agents or the Parity Lien Representatives. The agreements in this Section 7.8 will survive repayment of all other Parity Lien Obligations and the removal or resignation of the Collateral Trustee and termination of this Agreementparticular Fund involved.

COMPENSATION; EXPENSES. The Grantors Whether or not the transactions contemplated hereby shall be consummated, each of the Company and the Subsidiary Guarantors jointly and severally agree agrees to pay, promptly upon demand: (1a) such compensation to the Collateral Trustee and its agents Agent as agreed to in a separate fee agreement dated [l], between the Company and the Collateral Trustee may agree in writing from time to timeAgent; (2b) all reasonable costs and expenses incurred by the Collateral Trustee and its agents in the preparation, execution, delivery, filing, recordation, administration or enforcement of this Agreement or any other Parity Lien Security Document or any consent, amendment, waiver or other modification relating hereto or thereto; (3c) all reasonable fees, expenses and disbursements of legal counsel and any auditors, accountants, consultants or appraisers or other professional advisors and agents engaged by the Collateral Trustee or any Parity Lien Representative incurred Agent in connection with the negotiation, preparation, closing, administration, performance or enforcement of this Agreement and the other Parity Lien Security Documents or any consent, amendment, waiver or other modification relating hereto or thereto and any other document or matter requested by the Company or any GuarantorCompany; (4d) all reasonable costs and expenses incurred by the Collateral Trustee and its agents in of creating, perfecting, preserving, releasing or enforcing the Collateral TrusteeAgent’s Liens on security interests in the Collateral, including filing and recording fees, expenses and taxes, stamp or documentary taxes, search fees, and title insurance premiums; (5e) all reasonable costs of any Opinion of Counsel required hereby to be delivered to the Collateral Agent; (f) all other reasonable costs and expenses incurred by the Collateral Trustee and its agents Agent in connection with the negotiation, preparation and execution of the Parity Lien Security Documents and any consents, amendments, waivers or other modifications thereto and the transactions contemplated thereby or the exercise of its rights or performance of its obligations by the Collateral Trustee Agent thereunder; and (6g) after the occurrence and during the continuance of any Parity Lien Debt an Event of Default, all reasonable costs and expenses incurred by the Collateral Trustee, its agents and any Parity Lien Representative Agent in connection with the preservation, collection, foreclosure or enforcement of the Collateral subject to Liens granted by the Parity Lien Security Documents or any interest, right, power or remedy of the Collateral Trustee Agent or in connection with the collection or enforcement of any of the Parity Lien Secured Obligations or the proof, protection, administration or resolution of any claim based upon the Parity Lien Secured Obligations in any bankruptcy case or Insolvency or Liquidation ProceedingProceedings, including all reasonable fees and disbursements of attorneys, accountants, auditors, consultants, appraisers and other professionals engaged by the Collateral Trustee, its agents or the Parity Lien Representatives. Agent. (h) The agreements in this Section 7.8 will 7.7 shall survive repayment of the Secured Obligations and all other Parity Lien Obligations amounts payable hereunder and the resignation or removal or resignation of the Collateral Trustee and termination of this AgreementAgent.

COMPENSATION; EXPENSES. The Grantors Whether or not the transactions contemplated hereby shall be consummated, each of the Company and the Guarantors jointly and severally agree agrees to pay, promptly upon demand: (1a) such reasonable compensation to the Collateral Trustee and its agents Agent as agreed to in a separate fee agreement dated September 24, 2009, between the Company and the Collateral Trustee may agree in writing from time to timeAgent; (2b) all reasonable costs and expenses incurred by the Collateral Trustee and its agents in the preparation, execution, delivery, filing, recordation, administration or enforcement of this Agreement or any other Parity Lien Security Document or any consent, amendment, waiver or other modification relating hereto or thereto; (3c) all reasonable fees, expenses and disbursements of legal counsel and any auditors, accountants, consultants or appraisers or other professional advisors and agents engaged by the Collateral Trustee or any Parity Lien Representative incurred Agent in connection with the negotiation, preparation, closing, administration, performance or enforcement of this Agreement and the other Parity Lien Security Documents or any consent, amendment, waiver or other modification relating hereto or thereto and any other document or matter requested by the Company or any GuarantorCompany; (4d) all reasonable costs and expenses incurred by the Collateral Trustee and its agents in of creating, perfecting, preserving, releasing or enforcing the Collateral TrusteeAgent’s Liens on security interests in the Collateral, including filing and recording fees, expenses and taxes, stamp or documentary taxes, search fees, and title insurance premiums; (5e) all reasonable costs of any Opinion of Counsel required hereby to be delivered to the Collateral Agent; (f) all other reasonable costs and expenses incurred by the Collateral Trustee and its agents Agent in connection with the negotiation, preparation and execution of the Parity Lien Security Documents and any consents, amendments, waivers or other modifications thereto and the transactions contemplated thereby or the exercise of its rights or performance of its obligations by the Collateral Trustee Agent thereunder; and (6g) after the occurrence and during the continuance of any Parity Lien Debt an Event of Default, all reasonable costs and expenses incurred by the Collateral Trustee, its agents and any Parity Lien Representative Agent in connection with the preservation, collection, foreclosure or enforcement of the Collateral subject to Liens granted by the Parity Lien Security Documents or any interest, right, power or remedy of the Collateral Trustee Agent or in connection with the collection or enforcement of any of the Parity Lien Secured Obligations or the proof, protection, administration or resolution of any claim based upon the Parity Lien Secured Obligations in any bankruptcy case or Insolvency or Liquidation ProceedingProceedings, including all reasonable fees and disbursements of attorneys, accountants, auditors, consultants, appraisers and other professionals engaged by the Collateral Trustee, its agents or the Parity Lien Representatives. Agent. (h) The agreements in this Section 7.8 will 7.7 shall survive repayment of the Notes and Working Capital Facility Obligations and all other Parity Lien Obligations amounts payable hereunder and the resignation or removal or resignation of the Collateral Trustee and termination of this AgreementAgent.

COMPENSATION; EXPENSES. The Grantors jointly and severally agree to pay, promptly upon demand: (1) such compensation to the Collateral Trustee and its agents as the Company and the Collateral Trustee may agree in writing from time to time; (2) all reasonable costs and expenses incurred by the Collateral Trustee and its agents in the preparation, execution, delivery, filing, recordation, administration or enforcement of this Agreement or any other Parity Lien Security Document or any consent, amendment, waiver or other modification relating hereto or thereto; (3) all reasonable fees, expenses and disbursements of legal counsel and any auditors, accountants, consultants or appraisers or other professional advisors and agents engaged by the Collateral Trustee or any Parity Lien Representative incurred in connection with the negotiation, preparation, closing, administration, performance or enforcement of this Agreement, the Intercreditor Agreement and the other Parity Lien Security Documents or any consent, amendment, waiver or other modification relating hereto or thereto and any other document or matter requested by the Company or any Guarantor; (4) all reasonable costs and expenses incurred by the Collateral Trustee and its agents in creating, perfecting, preserving, releasing or enforcing the Collateral Trustee’s Liens on the Collateral, including filing and recording fees, expenses and taxes, stamp or documentary taxes, taxes and search fees, and title insurance premiums; (5) all other reasonable costs and expenses incurred by the Collateral Trustee and its agents in connection with the negotiation, preparation and execution of the Parity Lien Security Documents Documents, this Agreement, the Intercreditor Agreement and any consents, amendments, waivers or other modifications thereto and the transactions contemplated thereby or the exercise of rights or performance of obligations by the Collateral Trustee thereunder; and (6) after the occurrence of any Parity Lien Debt Default, all costs and expenses incurred by the Collateral Trustee, its agents and any Parity Lien Representative in connection with the preservation, collection, foreclosure or enforcement of the Collateral subject to the Parity Lien Security Documents or any interest, right, power or remedy of the Collateral Trustee or in connection with the collection or enforcement of any of the Parity Lien Obligations or the proof, protection, administration or resolution of any claim based upon the Parity Lien Obligations in any Insolvency or Liquidation Proceeding, including all fees and disbursements of attorneys, accountants, auditors, consultants, appraisers and other professionals engaged by the Collateral Trustee, its agents or the Parity Lien Representatives. The agreements in this Section 7.8 will survive repayment of all other Parity Lien Obligations and the removal or resignation of the Collateral Trustee and termination of this Agreement.

COMPENSATION; EXPENSES. The Grantors Company and the Subsidiary Guarantors jointly and severally agree to pay, promptly upon demand: (1) such compensation to the Collateral Trustee and its agents as the Company and the Collateral Trustee may agree in writing from time to time; (2) all reasonable costs and expenses incurred by the Collateral Trustee and its agents in the preparation, execution, delivery, filing, recordation, administration or enforcement of this Agreement or any other Parity Lien Security Document or any consent, amendment, waiver or other modification relating hereto or thereto; (3) all reasonable fees, expenses and disbursements of legal counsel and any auditors, accountants, consultants or appraisers or other professional advisors and agents engaged by the Collateral Trustee or any Parity Lien Representative incurred in connection with the negotiation, preparation, closing, administration, performance or enforcement of this Agreement and the other Parity Lien Security Documents or any consent, amendment, waiver or other modification relating hereto or thereto and any other document or matter requested by the Company or any Subsidiary Guarantor; (4) all reasonable costs and expenses incurred by the Collateral Trustee and its agents in creating, perfecting, preserving, releasing or enforcing the Collateral Trustee’s Liens on the Collateral, including filing and recording fees, court costs, expenses and taxes, stamp or documentary taxes, and search fees, and title insurance premiums; (5) all other reasonable costs and expenses incurred by the Collateral Trustee and its agents in connection with the negotiation, preparation and execution of the Parity Lien Security Documents and any consents, amendments, waivers or other modifications thereto and the transactions contemplated thereby or the exercise of rights or performance of obligations by the Collateral Trustee thereunder; and (6) after the occurrence of any Parity Pari Passu Lien Debt Default, all reasonable costs and expenses incurred by the Collateral Trustee, its agents and any Parity Pari Passu Lien Representative in connection with the preservation, collection, foreclosure or enforcement of the Collateral subject to the Parity Lien Security Documents or any interest, right, power or remedy of the Collateral Trustee or in connection with the collection or enforcement of any of the Parity Pari Passu Lien Obligations or the proof, protection, administration or resolution of any claim based upon the Parity Pari Passu Lien Obligations in any Insolvency or Liquidation Proceeding, including all reasonable fees and disbursements of attorneys, accountants, auditors, consultants, appraisers and other professionals engaged by the Collateral Trustee, its agents or the Parity Pari Passu Lien Representatives. The agreements in this Section 7.8 7.10 will survive repayment of all other Parity Pari Passu Lien Obligations and the removal or resignation of the Collateral Trustee and termination of this AgreementTrustee.

COMPENSATION; EXPENSES. The Grantors Issuers and the Guarantors jointly and severally agree to pay, promptly upon demand: (1) such compensation to the Collateral Trustee and its agents as the Company Issuers and the Collateral Trustee may agree in writing from time to time; (2) all reasonable costs and expenses incurred by the Collateral Trustee and its agents in the preparation, execution, delivery, filing, recordation, administration or enforcement of this Agreement or any other Parity Lien Security Document or any consent, amendment, waiver or other modification relating hereto or thereto; (3) all reasonable fees, expenses and disbursements of legal counsel and any auditors, accountants, consultants or appraisers or other professional advisors and agents engaged by the Collateral Trustee or any Parity Lien Representative incurred in connection with the negotiation, preparation, closing, administration, performance or enforcement of this Agreement and the other Parity Lien Security Documents or any consent, amendment, waiver or other modification relating hereto or thereto and any other document or matter requested by the Company Issuers or any Guarantor; (4) all reasonable costs and expenses incurred by the Collateral Trustee and its agents in creating, perfecting, preserving, releasing or enforcing the Collateral Trustee’s Liens on the Collateral, including filing and recording fees, expenses and taxes, stamp or documentary taxes, and search fees, and title insurance premiums; (5) all other reasonable costs and expenses incurred by the Collateral Trustee and its agents in connection with the negotiation, preparation and execution of the Parity Lien Security Documents and any consents, amendments, waivers or other modifications thereto and the transactions contemplated thereby or the exercise of rights or performance of obligations by the Collateral Trustee thereunder; and (6) after the occurrence of any Parity Lien Secured Debt Default, all reasonable costs and expenses incurred by the Collateral Trustee, its agents and any Parity Lien Secured Debt Representative in connection with the preservation, collection, foreclosure or enforcement of the Collateral subject to the Parity Lien Security Documents or any interest, right, power or remedy of the Collateral Trustee or in connection with the collection or enforcement of any of the Parity Lien Secured Obligations or the proof, protection, administration or resolution of any claim based upon the Parity Lien Secured Obligations in any Insolvency or Liquidation Proceeding, including all reasonable fees and disbursements of attorneys, accountants, auditors, consultants, appraisers and other professionals engaged by the Collateral Trustee, its agents or the Parity Lien Secured Debt Representatives. The agreements in this Section 7.8 7.10 will survive repayment of all other Parity Lien Secured Obligations and the removal or resignation of the Collateral Trustee and termination of this AgreementTrustee.

COMPENSATION; EXPENSES. The Grantors Obligors jointly and severally agree to pay, promptly upon demand: (1) such compensation to the Collateral Trustee Agent and its agents, co-agents and sub-agents as the Company and the Collateral Trustee Agent may agree in writing from time to time; (2) all reasonable costs and expenses incurred by the Collateral Trustee and its agents in the preparation, execution, delivery, filing, recordation, administration or enforcement of this Agreement or any other Parity Lien Security Document or any consent, amendment, waiver or other modification relating hereto or thereto; (3) all reasonable fees, expenses and disbursements of legal counsel and any auditors, accountants, consultants or appraisers or other professional advisors and agents engaged by the Collateral Trustee Agent or any Parity Lien Secured Debt Representative incurred in connection with the negotiation, preparation, closing, administration, performance or enforcement of this Agreement and the other Parity Lien Security Documents or any consent, amendment, waiver or other modification relating hereto or thereto and any other document or matter requested by the Company or any GuarantorCompany; (4) all reasonable costs and expenses incurred by the Collateral Trustee and its agents in of creating, perfecting, preserving, releasing or enforcing the Collateral Trustee’s Liens on Agent's security interests in the Collateral, including filing and recording fees, expenses and taxes, stamp or documentary taxes, search fees, and title insurance premiums; (5) all other reasonable costs and expenses incurred by the Collateral Trustee and its agents Agent or any Secured Debt Representative in connection with the negotiation, preparation and execution of the Parity Lien Security Documents and any consents, amendments, waivers or other modifications thereto and the transactions contemplated thereby or the exercise of rights or performance of obligations by the Collateral Trustee Agent thereunder; and (6) after the occurrence of any Parity Lien Secured Debt Default, all costs and expenses incurred by the Collateral Trustee, its agents and Agent or any Parity Lien Secured Debt Representative in connection with the preservation, collection, foreclosure or enforcement of the Collateral subject to the Parity Lien Security Documents or any interest, right, power or remedy of the Collateral Trustee Agent or in connection with the collection or enforcement of any of the Parity Lien Secured Obligations or the proof, protection, administration or resolution of any claim based upon the Parity Lien Secured Obligations in any Insolvency or Liquidation Proceeding, including all fees and disbursements of attorneys, accountants, auditors, consultants, appraisers and other professionals engaged by the Collateral Trustee, its agents Agent or the Parity Lien Secured Debt Representatives. The agreements in this Section 7.8 8.7 will survive repayment of all other Parity Lien Secured Obligations and the removal or resignation of the Collateral Trustee and termination of this AgreementAgent.

COMPENSATION; EXPENSES. The Grantors Pledgors jointly and severally agree to pay, promptly upon demand: (1) such compensation to the Collateral Trustee and its agents as the Company and the Collateral Trustee may agree in writing from time to time; (2) all reasonable costs and expenses incurred by the Collateral Trustee and its agents in the preparation, execution, delivery, filing, recordation, administration or enforcement of this Agreement or any other Parity Lien Security Document or any consent, amendment, waiver or other modification relating hereto or thereto; (3) all reasonable fees, expenses and disbursements of legal counsel and any auditors, accountants, consultants or appraisers or other professional advisors and agents engaged by the Collateral Trustee or any Parity Lien Secured Debt Representative incurred in connection with the negotiation, preparation, closing, administration, performance or enforcement of this Agreement and the other Parity Lien Security Documents or any consent, amendment, waiver or other modification relating hereto or thereto and any other document or matter requested by the Company or any Guarantorother Pledgor; (4) all reasonable costs and expenses incurred by the Collateral Trustee and its agents in creating, perfecting, preserving, releasing or enforcing the Collateral Trustee’s Liens on the Collateral, including filing and recording fees, expenses and taxes, stamp or documentary taxes, search fees, and title insurance premiums; (5) all other reasonable costs and expenses incurred by the Collateral Trustee and its agents in connection with the negotiation, preparation and execution of the Parity Lien Security Documents and any consents, amendments, waivers or other modifications thereto and the transactions contemplated thereby or the exercise of rights or performance of obligations by the Collateral Trustee thereunder; and (6) after the occurrence of any Parity Lien Secured Debt Default, all costs and expenses incurred by the Collateral Trustee, Trustee or its agents and any Parity Lien Representative in connection with the preservation, collection, foreclosure or enforcement of the Stock Collateral or Asset Collateral, as applicable, subject to the Parity Stock Lien Security Documents or the Asset Lien Security Documents, respectively, or any interest, right, power or remedy of the Collateral Trustee or in connection with the collection or enforcement of any of the Parity Lien Obligations or the proof, protection, administration or resolution of any claim based upon the Parity Lien Stock Secured Obligations or the Asset Secured Obligations, as applicable, in any Insolvency or Liquidation Proceeding, including all fees and disbursements of attorneys, accountants, auditors, consultants, appraisers and other professionals engaged by the Collateral Trustee, Trustee or its agents or the Parity Lien Representativesagents. The agreements in this Section 7.8 7.10 will survive repayment of all other Parity Lien Secured Obligations and the removal or resignation of the Collateral Trustee and termination of this AgreementTrustee.

COMPENSATION; EXPENSES. The Grantors jointly and severally agree to pay, promptly upon demand: (1) such compensation to the Collateral Trustee and its agents for its services provided pursuant to this Agreement as the Company and the Collateral Trustee may agree in writing from time to time; (2) all reasonable and documented out-of-pocket costs and expenses incurred by the Collateral Trustee and its agents in the negotiation, preparation, execution, delivery, filing, recordation, administration or enforcement of this Agreement or any other Parity Lien Security Document or any consent, amendment, waiver or other modification relating hereto or thereto; (3) all reasonable and documented out-of-pocket fees, expenses and disbursements of a single legal counsel (and, if necessary a single local legal counsel in each applicable jurisdiction) and any auditors, accountants, consultants or appraisers or other professional advisors and agents engaged by by, the Collateral Trustee or any Parity Lien Representative incurred in connection with the negotiation, preparation, closing, administration, performance or enforcement of this Agreement and the other Parity Lien Security Documents or any consent, amendment, waiver or other modification relating hereto or thereto and any other document or matter requested by the Company or any Guarantor; (4) all reasonable and documented out-of-pocket costs and expenses incurred by the Collateral Trustee and its agents in creating, perfecting, preserving, preserving or releasing or enforcing the Collateral Trustee’s Liens on the Collateral, including filing and recording fees, expenses and taxes, stamp or documentary taxes, search fees, and title insurance premiums; (5) all other reasonable and documented out-of-pocket costs and expenses incurred by the Collateral Trustee and its agents in connection with the negotiation, preparation and execution of the Parity Lien Security Documents and any consents, amendments, waivers or other modifications thereto and the transactions contemplated thereby or the exercise of rights or performance of obligations by the Collateral Trustee thereunder; and (6) after the occurrence of any Parity Lien Debt Default, all fees, costs and expenses incurred by the Collateral Trustee, its agents and any Parity Lien Representative in connection with the preservation, collection, foreclosure or enforcement of the Collateral subject to the Parity Lien Security Documents or any interest, right, power or remedy of the Collateral Trustee or in connection with the collection or enforcement of any of the Parity Lien Obligations or the proof, protection, administration or resolution of any claim based upon the Parity Lien Obligations in any Insolvency or Liquidation Proceeding, including all fees and disbursements of attorneys, accountants, auditors, consultants, appraisers and other professionals engaged by the Collateral Trustee, its agents or the Parity Lien Representatives. The agreements in this Section 7.8 will survive repayment of all other Parity Lien Obligations and the removal or resignation of the Collateral Trustee and termination of this Agreement.

COMPENSATION; EXPENSES. The Grantors Pledgors jointly and severally agree to pay, promptly upon demand: (1) such compensation to the Collateral Trustee and its agents as the Company Borrower and the Collateral Trustee may agree in writing from time to time; (2) all reasonable costs and expenses incurred by the Collateral Trustee and its agents in the preparation, execution, delivery, filing, recordation, administration or enforcement of this Agreement or any other Parity Lien Security Document or any consent, amendment, waiver or other modification relating hereto or thereto; (3) all reasonable fees, expenses and disbursements of legal counsel and any auditors, accountants, consultants or appraisers or other professional advisors and agents engaged by the Collateral Trustee or any Parity Lien Secured Debt Representative incurred in connection with the negotiation, preparation, closing, administration, performance or enforcement of this Agreement and the other Parity Lien Security Documents or any consent, amendment, waiver or other modification relating hereto or thereto and any other document or matter requested by the Company Borrower or any Guarantorother Pledgor; (4) all reasonable costs and expenses incurred by the Collateral Trustee and its agents in creating, perfecting, preserving, releasing or enforcing the Collateral Trustee’s 's Liens on the Collateral, including filing and recording fees, expenses and taxes, stamp or documentary taxes, search fees, and title insurance premiums; (5) all other reasonable costs and expenses incurred by the Collateral Trustee and its agents in connection with the negotiation, preparation and execution of the Parity Lien Security Documents and any consents, amendments, waivers or other modifications thereto and the transactions contemplated thereby or the exercise of rights or performance of obligations by the Collateral Trustee thereunder; and (6) after the occurrence of any Parity Lien Secured Debt Default, all reasonable costs and expenses incurred by the Collateral Trustee, its agents and any Parity Lien Secured Debt Representative in connection with the preservation, collection, foreclosure or enforcement of the Collateral subject to the Parity Lien Security Documents or any interest, right, power or remedy of the Collateral Trustee or in connection with the collection or enforcement of any of the Parity Lien Secured Obligations or the proof, protection, administration or resolution of any claim based upon the Parity Lien Secured Obligations in any Insolvency or Liquidation Proceeding, including all reasonable fees and disbursements of attorneys, accountants, auditors, consultants, appraisers and other professionals engaged by the Collateral Trustee, its agents or the Parity Lien Secured Debt Representatives. The agreements in this Section 7.8 7.10 will survive repayment of all other Parity Lien Secured Obligations and the removal or resignation of the Collateral Trustee and termination of this AgreementTrustee.