Common use of Fees and Expenses of Escrow Agent Clause in Contracts

Fees and Expenses of Escrow Agent. The Company shall, without contribution by the Officer, compensate Escrow Agent for its services hereunder in accordance with Schedule A attached hereto and, in addition, shall reimburse Escrow Agent for all of its reasonable out-of-pocket expenses, including attorneys’ fees, travel expenses, telephone and facsimile transmission costs, postage (including express mail and overnight delivery charges), copying charges and the like. The additional provisions and information set forth on Schedule A are hereby incorporated by this reference, and form a part of this Escrow Agreement. All of the compensation and reimbursement obligations set forth in this Section 10 shall be payable solely by the Company upon demand by Escrow Agent. The obligations of the Company under this Section 10 shall survive any termination of this Escrow Agreement and the resignation or removal of Escrow Agent. Escrow Agent is authorized to, and may, disburse to itself from the Escrow Funds, from time to time, the amount of any compensation and reimbursement of out-of-pocket expenses due and payable hereunder (including any amount to which Escrow Agent or any Indemnified Party is entitled to seek indemnification pursuant to Section 9 hereof). Escrow Agent shall notify the Company Representatives and the Officer of any disbursement from the Escrow Funds to itself or any Indemnified Party in respect of any compensation or reimbursement hereunder and shall furnish to the Company Representatives and the Officer copies of all related invoices and other statements. The Officer, the Company and the Representatives hereby grant to Escrow Agent and the Indemnified Parties a security interest in and lien upon the Escrow Funds to secure all obligations with respect to the right to offset the amount of any compensation or reimbursement due any of them hereunder (including any claim for indemnification pursuant to Section 9 hereof) against the Escrow Funds. If for any reason funds in the Escrow Funds are insufficient to cover such compensation and reimbursement, the Company shall promptly pay such amounts to Escrow Agent or any Indemnified Party upon receipt of an itemized invoice.

Fees and Expenses of Escrow Agent. The Company shall, without contribution by the Officer, Issuer shall compensate Escrow Agent for its services hereunder in accordance with Schedule A Exhibit C attached hereto and, in addition, shall reimburse Escrow Agent for all of its reasonable out-of-pocket expenses, including attorneys’ fees, travel expenses, telephone and facsimile transmission costs, postage (including express mail and overnight delivery charges), copying charges and the like. The additional provisions and information set forth on Schedule A are hereby incorporated by this reference, and form a part of this Escrow Agreement. All of the foregoing compensation and reimbursement obligations set forth in this Section 10 shall be payable solely by the Company Issuer upon demand by Escrow Agent. The obligations of the Company Issuer under this Section 10 shall survive any termination of this Escrow Agreement and the resignation or removal of Escrow Agent. The Escrow Agent is authorized to, to and may, may disburse to itself from the Escrow Funds, from time to time, to itself or to any Indemnified Party from the Escrow Funds (to the extent of Issuer’s rights thereto), the amount of any compensation and reimbursement of out-of-pocket expenses due and payable hereunder (including any amount to which Escrow Agent or any Indemnified Party is entitled to seek indemnification pursuant to Section 9 hereof). Escrow Agent shall notify the Company Representatives and the Officer Issuer of any disbursement from the Escrow Funds to itself or to any Indemnified Party in respect of any compensation or reimbursement hereunder and shall furnish to the Company Representatives and the Officer Issuer copies of all related invoices and other statements. The Officer, the Company and the Representatives Issuer hereby grant grants to Escrow Agent and the Indemnified Parties a security interest in and lien upon the Escrow Funds (to the extent of Issuer’s rights thereto) to secure all obligations with respect to hereunder, and Escrow Agent and the Indemnified Parties shall have the right to offset the amount of any compensation or reimbursement due any of them hereunder (including any claim for indemnification pursuant to Section 9 hereof) against the Escrow Funds. Funds (to the extent of Issuer’s rights thereto.) If for any reason funds in the Escrow Funds available to Escrow Agent and the Indemnified Parties pursuant to such security interest or right of offset are insufficient to cover such compensation and reimbursement, the Company Issuer shall promptly pay such amounts to Escrow Agent or any and the Indemnified Party Parties upon receipt of an itemized invoice.

Fees and Expenses of Escrow Agent. The Company shall, without contribution by and the Officer, Adviser shall compensate the Escrow Agent for its services hereunder in accordance with Schedule A attached hereto and, in addition, shall reimburse the Escrow Agent for all of its reasonable out-of-pocket expenses, including attorneys’ ' fees, travel expenses, telephone and facsimile transmission costs, postage (including express mail and overnight delivery charges), copying charges and the like. The additional provisions and information set forth on Schedule A are hereby incorporated by this reference, and form a part of this Escrow Agreement. All of the compensation and reimbursement obligations set forth in this Section 10 section shall be payable solely by the Company and the Adviser, jointly and severally, upon demand by the Escrow Agent. The obligations of the Company and the Adviser under this Section 10 section shall survive any termination of this Escrow Agreement and the resignation or removal of the Escrow Agent. The Escrow Agent is authorized to, and may, disburse to itself from the Escrow Funds, from time to time, the amount of any compensation and reimbursement of out-of-pocket expenses due and payable hereunder (including any amount to which the Escrow Agent or any Indemnified Party is the Indemnitees are entitled to seek indemnification pursuant to Section 9 hereof). .) The Escrow Agent shall notify the Company Representatives and the Officer Adviser of any disbursement from the Escrow Funds to itself or any Indemnified Party the Indemnitees in respect of any compensation or reimbursement hereunder and shall furnish to the Company Representatives and the Officer Adviser copies of all related invoices and other statements. The Officer, the Company and the Representatives Adviser hereby grant to the Escrow Agent and the Indemnified Parties Indemnitees a security interest in and lien upon the Escrow Funds and all funds therein to secure all obligations with respect hereunder to the Escrow Agent and the Indemnitees, and the Escrow Agent and the Indemnities shall have the right to offset the amount of any compensation or reimbursement due any of them hereunder (including any claim for indemnification pursuant to Section 9 hereof) against the Escrow Funds. If for any reason funds in the Escrow Funds are insufficient to cover such compensation and reimbursement, the Company and the Adviser shall promptly pay such amounts to the Escrow Agent or any Indemnified Party the Indemnitees upon receipt of an itemized invoice.

Fees and Expenses of Escrow Agent. The the Company shall, without contribution by the Officer, shall compensate Escrow Agent for its services hereunder in accordance with Schedule A attached hereto an amount equal to $750 per annum, the fee for the first year having been paid by the Company in advance on the date hereof, and, in addition, shall reimburse Escrow Agent for all of its reasonable out-of-pocket expenses, including attorneys’ ' fees, travel expenses, telephone and facsimile transmission costs, postage (including express mail and overnight delivery charges), copying charges and the like. The additional provisions and information set forth on Schedule A are hereby incorporated by this reference, and form a part of this Escrow Agreement. All of the compensation and reimbursement obligations set forth in this Section SECTION 10 shall be payable solely by the Company upon demand by Escrow Agent. The obligations of the Company under this Section SECTION 10 shall survive any termination of this Escrow Agreement and the resignation or removal of Escrow Agent. Escrow Agent is authorized to, and may, disburse to itself from the Escrow Funds, from time to time, the amount of any compensation and reimbursement of out-of-pocket expenses due and payable hereunder hereunder, to the extent the Company has failed to pay the same, after written demand therefor (including any amount to which Escrow Agent or any Indemnified Party is entitled to seek indemnification pursuant to Section SECTION 9 hereof). .) Escrow Agent shall notify the Company Representatives and the Officer of any disbursement from the Escrow Funds to itself or any Indemnified Party in respect of any compensation or reimbursement hereunder and shall furnish to the Company Representatives and the Officer copies of all related invoices and other statements. The OfficerCompany, the Company Noteholders and the Representatives hereby grant to Escrow Agent and the Indemnified Parties a security interest in and lien upon the Escrow Funds and all funds therein to secure all obligations with respect hereunder to Escrow Agent and the Indemnified Parties, and Escrow Agent and Indemnified Parties shall have the right to offset the amount of any compensation or reimbursement due any of them hereunder (including any claim for indemnification pursuant to Section SECTION 9 hereof) against the Escrow Funds. If for any reason funds in the Escrow Funds are insufficient to cover such compensation and reimbursement, the Company shall promptly pay such amounts to Escrow Agent or any Indemnified Party upon receipt of an itemized invoice.

Fees and Expenses of Escrow Agent. The Company shallTrust, without contribution by the Officer, Adviser and the Sub-Adviser shall compensate the Escrow Agent for its services hereunder in accordance with Schedule A attached hereto and, in addition, shall reimburse the Escrow Agent for all of its reasonable out-of-pocket expenses, including attorneys’ ' fees, travel expenses, telephone and facsimile transmission costs, postage (including express mail and overnight delivery charges), copying charges and the like. The additional provisions and information set forth on Schedule A are hereby incorporated by this reference, and form a part of this Escrow Agreement. All of the compensation and reimbursement obligations set forth in this Section 10 section shall be payable solely by the Company Trust, the Adviser and the Sub-Adviser, jointly and severally, upon demand by the Escrow Agent. The obligations of the Company Trust, the Adviser and the Sub-Adviser under this Section 10 section shall survive any termination of this Escrow Agreement and the resignation or removal of the Escrow Agent. The Escrow Agent is authorized to, and may, disburse to itself from the Escrow Funds, from time to time, the amount of any compensation and reimbursement of out-of-pocket expenses due and payable hereunder (including any amount to which the Escrow Agent or any Indemnified Party is the Indemnitees are entitled to seek indemnification pursuant to Section 9 hereof). .) The Escrow Agent shall notify the Company Representatives Trust, the Adviser and the Officer Sub-Adviser of any disbursement from the Escrow Funds to itself or any Indemnified Party the Indemnitees in respect of any compensation or reimbursement hereunder and shall furnish to the Company Representatives Trust, the Adviser and the Officer Sub-Adviser copies of all related invoices and other statements. The OfficerTrust, the Company Adviser and the Representatives Sub-Adviser hereby grant to the Escrow Agent and the Indemnified Parties Indemnitees a security interest in and lien upon the Escrow Funds and all funds therein to secure all obligations with respect hereunder to the Escrow Agent and the Indemnitees, and the Escrow Agent and the Indemnities shall have the right to offset the amount of any compensation or reimbursement due any of them hereunder (including any claim for indemnification pursuant to Section 9 hereof) against the Escrow Funds. If for any reason funds in the Escrow Funds are insufficient to cover such compensation and reimbursement, the Company Trust, the Adviser and the Sub-Adviser shall promptly pay such amounts to the Escrow Agent or any Indemnified Party the Indemnitees upon receipt of an itemized invoice.

Fees and Expenses of Escrow Agent. The Company shall, without contribution by the Officer, ACE*COMM shall compensate Escrow Agent for its services hereunder in accordance with Schedule A attached hereto and, in addition, shall reimburse Escrow Agent for all of its reasonable out-of-pocket expenses, including attorneys’ fees, travel expenses, telephone and facsimile transmission costs, postage (including express mail and overnight delivery charges), copying charges and the like. The additional provisions and information set forth on Schedule A are hereby incorporated by this reference, and form a part of this Escrow Agreement. All of the compensation and reimbursement obligations set forth in this Section 10 11 shall be payable solely by the Company ACE*COMM upon demand by Escrow Agent. The obligations of the Company ACE*COMM under this Section 10 11 shall survive any termination of this Escrow Agreement and the resignation or removal of Escrow Agent. Escrow Agent is authorized to, and may, disburse to itself from the Escrow FundsShares, from time to time, the amount of any compensation and reimbursement of out-of-pocket expenses due and payable hereunder (including any amount to which Escrow Agent or any Indemnified Party is entitled to seek indemnification pursuant to Section 9 10 hereof). Escrow Agent shall notify the Company Representatives and the Officer of any disbursement from the Escrow Funds Shares to itself or any Indemnified Party in respect of any compensation or reimbursement hereunder and shall furnish to the Company Representatives and the Officer copies of all related invoices and other statements. The OfficerACE*COMM, the Company Sellers and the Representatives hereby grant to Escrow Agent and the Indemnified Parties a security interest in and lien upon the Escrow Funds Shares to secure all obligations with respect to the right to offset the amount of any compensation or reimbursement due any of them hereunder (including any claim for indemnification pursuant to Section 9 10 hereof) against the Escrow Funds. If for any reason funds in Shares, which security interest and lien shall automatically be released upon the first to occur of termination of this Escrow Agreement or disbursement of the Escrow Funds are insufficient to cover such compensation and reimbursement, the Company shall promptly pay such amounts to Escrow Agent or any Indemnified Party upon receipt of an itemized invoiceShares.

Fees and Expenses of Escrow Agent. The Company shall, without contribution by the Officer, Purchaser and Stockholder Representative shall compensate Escrow Agent for its services hereunder in accordance with Schedule A B attached hereto and, in addition, shall reimburse Escrow Agent for all of its reasonable out-of-pocket expenses, including attorneys’ fees, travel expenses, telephone and facsimile transmission costs, postage (including express mail and overnight delivery charges), copying charges and the like. The additional provisions and information set forth on Schedule A B are hereby incorporated by this reference, and form a part of this Escrow Agreement. All Fifty percent (50%) of the Escrow Agent’s compensation, fees and expenses shall be paid by the Purchaser and fifty percent (50%) of the Escrow Agent’s compensation, fees and expenses shall be paid by the Stockholder Representative; provided, that all of the compensation and reimbursement obligations set forth in this Section 10 5 shall be payable solely by the Company Purchaser and Stockholder Representative, jointly and severally, upon demand by Escrow Agent. The obligations of the Company Purchaser and Stockholder Representative under this Section 10 shall 5 survive any termination of this Escrow Agreement and the resignation or removal of Escrow Agent. Escrow Agent is authorized to, and may, disburse to itself from the Escrow Funds, from time to time, the amount of any compensation and reimbursement of out-of-pocket expenses due and payable hereunder (including any amount to which Escrow Agent or any Indemnified Party is entitled to seek indemnification pursuant to Section 9 6 hereof). Escrow Agent shall notify the Company Representatives Purchaser and the Officer Stockholder Representative of any disbursement from the Escrow Funds to itself or any Indemnified Party in respect of any compensation or reimbursement hereunder and shall furnish to the Company Representatives Purchaser and the Officer Stockholder Representative copies of all related invoices and other statements. The Officer, the Company Purchaser and the Representatives Stockholder Representative hereby grant to Escrow Agent and the Indemnified Parties a security interest in and lien upon the Escrow Funds to secure all obligations with respect to the right to offset the amount of any compensation or reimbursement due any of them hereunder (including any claim for indemnification pursuant to Section 9 6 hereof) against the Escrow Funds. If for any reason funds in the Escrow Funds are insufficient to cover such compensation and reimbursement, the Company Purchaser and Stockholder Representative shall promptly pay such amounts to Escrow Agent or any Indemnified Party upon receipt of an itemized invoice.

Fees and Expenses of Escrow Agent. The Company shall, without contribution by Trust and the Officer, Adviser shall compensate the Escrow Agent for its services hereunder in accordance with Schedule A the Letter Agreement dated February 12, 2007, by and among the Trust, the Adviser and the Escrow Agent, attached hereto as Exhibit 1 and, in addition, shall reimburse the Escrow Agent for all of its reasonable out-of-pocket expenses, including attorneys’ fees, travel expenses, telephone and facsimile transmission costs, postage (including express mail and overnight delivery charges), copying charges and the like. The additional provisions and information set forth on Schedule A are hereby incorporated by this reference, and form a part of this Escrow Agreement. All of the compensation and reimbursement obligations set forth in this Section 10 section shall be payable solely by the Company Trust and the Adviser, jointly and severally, upon demand by the Escrow Agent. The obligations of the Company Trust and the Adviser under this Section 10 section shall survive any termination of this Escrow Agreement and the resignation or removal of the Escrow Agent. The Escrow Agent is authorized to, and may, disburse to itself from the Escrow Funds, from time to time, the amount of any compensation and reimbursement of out-of-pocket expenses due and payable hereunder (including any amount to which the Escrow Agent or any Indemnified Party is the Indemnitees are entitled to seek indemnification pursuant to Section 9 hereof). .) The Escrow Agent shall notify the Company Representatives Trust and the Officer Adviser of any disbursement from the Escrow Funds to itself or any Indemnified Party the Indemnitees in respect of any compensation or reimbursement hereunder and shall furnish to the Company Representatives Trust and the Officer Adviser copies of all related invoices and other statements. The Officer, the Company Trust and the Representatives Adviser hereby grant to the Escrow Agent and the Indemnified Parties Indemnitees a security interest in and lien upon the Escrow Funds and all funds therein to secure all obligations with respect hereunder to the Escrow Agent and the Indemnitees, and the Escrow Agent and the Indemnities shall have the right to offset the amount of any compensation or reimbursement due any of them hereunder (including any claim for indemnification pursuant to Section 9 hereof) against the Escrow Funds. If for any reason funds in the Escrow Funds are insufficient to cover such compensation and reimbursement, the Company Trust and the Adviser shall promptly pay such amounts to the Escrow Agent or any Indemnified Party the Indemnitees upon receipt of an itemized invoice.

Fees and Expenses of Escrow Agent. The Company shall, without contribution by the Officer, Digital Fusion and Summit shall compensate Escrow Agent for its services hereunder in accordance with Schedule A attached hereto and, in addition, shall reimburse Escrow Agent for all of its reasonable out-of-pocket expenses, including attorneys’ ' fees, travel expenses, telephone and facsimile transmission costs, postage (including express mail and overnight delivery charges), copying charges and the like. The additional provisions and information set forth on Schedule A are hereby incorporated by this reference, and form a part of this Escrow Agreement. All of the compensation and reimbursement obligations set forth in this Section 10 2.10 shall be payable solely by the Company Digital Fusion and Summit, jointly and severally, upon demand by Escrow Agent. The obligations of the Company Digital Fusion and Summit under this Section 10 2.10 shall survive any termination of this Escrow Agreement and the resignation or removal of Escrow Agent. Escrow Agent is authorized to, and may, disburse to itself from the Escrow Funds, from time to time, the amount of any compensation and reimbursement of out-of-pocket expenses due and payable hereunder (including any amount to which Escrow Agent or any Indemnified Party is entitled to seek indemnification pursuant to Section 9 2.9 hereof). Escrow Agent shall notify the Company Representatives and the Officer of any disbursement from the Escrow Funds to itself or any Indemnified Party in respect of any compensation or reimbursement hereunder and shall furnish to the Company Representatives and the Officer copies of all related invoices and other statements. The OfficerDigital Fusion, the Company Summit and the Representatives hereby grant to Escrow Agent and the Indemnified Parties a security interest in and lien upon the Escrow Funds to secure all obligations with respect to the right to offset the amount of any compensation or reimbursement due any of them hereunder (including any claim for indemnification pursuant to Section 9 2.9 hereof) against the Escrow Funds. If for any reason funds in the Escrow Funds are insufficient to cover such compensation and reimbursement, the Company Digital Fusion and Summit shall promptly pay such amounts to Escrow Agent or any Indemnified Party upon receipt of an itemized invoice.

Fees and Expenses of Escrow Agent. The Company shall, without contribution by the Officer, Issuer shall compensate Escrow Agent --------------------------------- for its services hereunder in accordance with Schedule A Exhibit C attached hereto and, in --------- addition, shall reimburse Escrow Agent for all of its reasonable out-of-pocket expenses, including attorneys’ ' fees, travel expenses, telephone and facsimile transmission costs, postage (including express mail and overnight delivery charges), copying charges and the like. The additional provisions and information set forth on Schedule A are hereby incorporated by this reference, and form a part of this Escrow Agreement. All of the foregoing compensation and reimbursement obligations set forth in this Section 10 shall be payable solely by the Company Issuer upon demand by Escrow Agent. The obligations of the Company Issuer under this Section 10 shall ---------- survive any termination of this Escrow Agreement and the resignation or removal of Escrow Agent. The Escrow Agent is authorized to, to and may, may disburse to itself from the Escrow Funds, from time to time, to itself or to any Indemnified Party from the Escrow Funds (to the extent of Issuer's rights thereto), the amount of any compensation and reimbursement of out-of-pocket expenses due and payable hereunder (including any amount to which Escrow Agent or any Indemnified Party is entitled to seek indemnification pursuant to Section 9 hereof). Escrow Agent shall notify the Company Representatives and the Officer Issuer of any ---------- disbursement from the Escrow Funds to itself or to any Indemnified Party in respect of any compensation or reimbursement hereunder and shall furnish to the Company Representatives and the Officer Issuer copies of all related invoices and other statements. The Officer, the Company and the Representatives Issuer hereby grant grants to Escrow Agent and the Indemnified Parties a security interest in and lien upon the Escrow Funds (to the extent of Issuer's rights thereto) to secure all obligations with respect to hereunder, and Escrow Agent and the Indemnified Parties shall have the right to offset the amount of any compensation or reimbursement due any of them hereunder (including any claim for indemnification pursuant to Section 9 --------- hereof) against the Escrow Funds. Funds (to the extent of Issuer's rights thereto.) If for any reason funds in the Escrow Funds available to Escrow Agent and the Indemnified Parties pursuant to such security interest or right of offset are insufficient to cover such compensation and reimbursement, the Company Issuer shall promptly pay such amounts to Escrow Agent or any and the Indemnified Party Parties upon receipt of an itemized invoice.

Fees and Expenses of Escrow Agent. The Company shall, without contribution by Trust and the Officer, Adviser shall compensate the Escrow Agent for its services hereunder in accordance with Schedule A the Letter Agreement dated January 26, 2006 by and among the Trust, the Adviser and the Escrow Agent, attached hereto as EXHIBIT 1 and, in addition, shall reimburse the Escrow Agent for all of its reasonable out-of-pocket expenses, including attorneys’ ' fees, travel expenses, telephone and facsimile transmission costs, postage (including express mail and overnight delivery charges), copying charges and the like. The additional provisions and information set forth on Schedule A are hereby incorporated by this reference, and form a part of this Escrow Agreement. All of the compensation and reimbursement obligations set forth in this Section 10 section shall be payable solely by the Company Trust and the Adviser, jointly and severally, upon demand by the Escrow Agent. The obligations of the Company Trust and the Adviser under this Section 10 section shall survive any termination of this Escrow Agreement and the resignation or removal of the Escrow Agent. The Escrow Agent is authorized to, and may, disburse to itself from the Escrow Funds, from time to time, the amount of any compensation and reimbursement of out-of-pocket expenses due and payable hereunder (including any amount to which the Escrow Agent or any Indemnified Party is the Indemnitees are entitled to seek indemnification pursuant to Section 9 hereof). .) The Escrow Agent shall notify the Company Representatives Trust and the Officer Adviser of any disbursement from the Escrow Funds to itself or any Indemnified Party the Indemnitees in respect of any compensation or reimbursement hereunder and shall furnish to the Company Representatives Trust and the Officer Adviser copies of all related invoices and other statements. The Officer, the Company Trust and the Representatives Adviser hereby grant to the Escrow Agent and the Indemnified Parties Indemnitees a security interest in and lien upon the Escrow Funds and all funds therein to secure all obligations with respect hereunder to the Escrow Agent and the Indemnitees, and the Escrow Agent and the Indemnities shall have the right to offset the amount of any compensation or reimbursement due any of them hereunder (including any claim for indemnification pursuant to Section 9 hereof) against the Escrow Funds. If for any reason funds in the Escrow Funds are insufficient to cover such compensation and reimbursement, the Company Trust and the Adviser shall promptly pay such amounts to the Escrow Agent or any Indemnified Party the Indemnitees upon receipt of an itemized invoice.

Fees and Expenses of Escrow Agent. The Company shall, without contribution by the Officer, Seller shall compensate Escrow Agent for its services hereunder in accordance with Schedule A attached hereto and, in addition, shall reimburse Escrow Agent for all of its reasonable out-of-pocket expensesexpenses incurred in connection with this Escrow Agreement and the Escrow, including attorneys’ feesfees to the extent Escrow Agent is entitled to reimbursement for such fees pursuant to any other provision of this Escrow Agreement, travel expenses, telephone and facsimile transmission costs, postage (including express mail and overnight delivery charges), copying charges and the like. The additional provisions and information set forth on Schedule A are hereby incorporated by this reference, and form a part of this Escrow Agreement. All of the compensation and reimbursement obligations set forth in this Section 10 11 shall be payable solely by the Company Seller upon demand by Escrow Agent. The obligations of the Company Seller under this Section 10 11 shall survive any termination of this Escrow Agreement and the resignation or removal of Escrow Agent. Escrow Agent is authorized to, and mayshall, disburse to itself from the Escrow Funds, from time to time, the amount of any compensation and reimbursement of out-of-pocket expenses due and payable hereunder hereunder, but shall not disburse to itself or any Indemnified Party (including any amount to which Escrow Agent or any Indemnified Party claims it is entitled to seek under the indemnification pursuant to provisions of Section 9 hereof10 hereof without express authorization for such disbursement by a Joint Written Direction). Escrow Agent shall notify the Company Representatives and the Officer of any disbursement from the Escrow Funds to itself or any Indemnified Party in respect of any compensation or reimbursement hereunder and shall furnish to the Company Representatives and the Officer copies of all related invoices and other statements. The Officer, the Company Buyer and the Representatives Seller hereby grant to Escrow Agent and the Indemnified Parties a security interest in and lien upon the Escrow Funds to secure all obligations with respect to the right to offset the amount of any compensation or reimbursement due any of them hereunder (including any claim for indemnification pursuant to Section 9 10 hereof) against the Escrow Funds. If for any reason funds in the Escrow Funds are insufficient to cover such compensation and reimbursement, the Company Seller shall promptly pay such amounts to Escrow Agent or any Indemnified Party upon receipt of an itemized invoice.

Fees and Expenses of Escrow Agent. The Company shall, without contribution by the Officer, Issuer shall compensate --------------------------------- Escrow Agent for its services hereunder in accordance with Schedule A Exhibit C attached --------- hereto and, in addition, shall reimburse Escrow Agent for all of its reasonable out-of-pocket expenses, including attorneys’ ' fees, travel expenses, telephone and facsimile transmission costs, postage (including express mail and overnight delivery charges), copying charges and the like. The additional provisions and information set forth on Schedule A are hereby incorporated by this reference, and form a part of this Escrow Agreement. All of the foregoing compensation and reimbursement obligations set forth in this Section 10 shall be payable solely by the Company Issuer upon demand by Escrow Agent. The obligations of the Company Issuer under this Section 10 shall ---------- survive any termination of this Escrow Agreement and the resignation or removal of Escrow Agent. The Escrow Agent is authorized to, to and may, may disburse to itself from the Escrow Funds, from time to time, to itself or to any Indemnified Party from the Escrow Funds (to the extent of Issuer's rights thereto), the amount of any compensation and reimbursement of out-of-pocket expenses due and payable hereunder (including any amount to which Escrow Agent or any Indemnified Party is entitled to seek indemnification pursuant to Section 9 hereof). Escrow --------- Agent shall notify the Company Representatives and the Officer Issuer of any disbursement from the Escrow Funds to itself or to any Indemnified Party in respect of any compensation or reimbursement hereunder and shall furnish to the Company Representatives and the Officer Issuer copies of all related invoices and other statements. The Officer, the Company and the Representatives Issuer hereby grant grants to Escrow Agent and the Indemnified Parties a security interest in and lien upon the Escrow Funds (to the extent of Issuer's rights thereto) to secure all obligations with respect to hereunder, and Escrow Agent and the Indemnified Parties shall have the right to offset the amount of any compensation or reimbursement due any of them hereunder (including any claim for indemnification pursuant to Section 9 hereof) against the Escrow Funds. Funds (to the --------- extent of Issuer's rights thereto.) If for any reason funds in the Escrow Funds available to Escrow Agent and the Indemnified Parties pursuant to such security interest or right of offset are insufficient to cover such compensation and reimbursement, the Company Issuer shall promptly pay such amounts to Escrow Agent or any and the Indemnified Party Parties upon receipt of an itemized invoice.

Fees and Expenses of Escrow Agent. The Company shall, without contribution by the Officer, compensate Securicor agrees to pay Escrow Agent for its ordinary services hereunder the fees determined in accordance with and payable as specified in the Schedule of Fees set forth in Schedule A attached hereto andand made a part hereof. In addition, Securicor agrees to pay to Escrow Agent its expenses incurred in connection with this Agreement, including but not limited to the actual cost of legal services in the event Escrow Agent deems it necessary to retain counsel. Such expenses shall be paid to Escrow Agent within fifteen (15) days following receipt by Securicor of a written statement setting forth such expenses. The parties hereto jointly and severally agree that, in additionthe event any controversy arises under or in connection with this Agreement or the Escrowed Notes or Escrow Agent is made a party to or intervenes in any litigation pertaining to this Agreement or the Escrowed Notes, shall to pay to Escrow Agent reasonable compensation for its extraordinary services and to reimburse Escrow Agent for all costs and expenses associated with such controversy or litigation. As security for all fees and expenses of Escrow Agent hereunder and any and all losses, claims, damages, liabilities and expenses incurred by Escrow Agent in connection with its acceptance of appointment hereunder or with the performance of its reasonable out-of-pocket expenses, including attorneys’ fees, travel expenses, telephone obligations under this Agreement and facsimile transmission costs, postage (including express mail and overnight delivery charges), copying charges and to secure the like. The additional provisions and information set forth on Schedule A are hereby incorporated by this reference, and form a part of this Escrow Agreement. All obligation of the compensation and reimbursement obligations parties hereto to indemnify Escrow Agent as set forth in this Section paragraph 10 shall be payable solely by the Company upon demand by Escrow Agent. The obligations of the Company under this Section 10 shall survive any termination of this Escrow Agreement and the resignation or removal of Escrow Agent. hereof, Escrow Agent is authorized to, and may, disburse to itself from the Escrow Funds, from time to time, the amount of any compensation and reimbursement of out-of-pocket expenses due and payable hereunder (including any amount to which Escrow Agent or any Indemnified Party is entitled to seek indemnification pursuant to Section 9 hereof). Escrow Agent shall notify the Company Representatives and the Officer of any disbursement from the Escrow Funds to itself or any Indemnified Party in respect of any compensation or reimbursement hereunder and shall furnish to the Company Representatives and the Officer copies of all related invoices and other statements. The Officer, the Company and the Representatives hereby grant to Escrow Agent and the Indemnified Parties granted a security interest in and a lien upon the Escrow Funds Escrowed Notes, which security interest and lien shall be prior to secure all obligations with respect to the right to offset the amount of any compensation other security interests, liens or reimbursement due any of them hereunder (including any claim for indemnification pursuant to Section 9 hereof) claims against the Escrow Funds. If for any reason funds in the Escrow Funds are insufficient to cover such compensation and reimbursement, the Company shall promptly pay such amounts to Escrow Agent Escrowed Notes or any Indemnified Party upon receipt of an itemized invoicepart thereof.

Fees and Expenses of Escrow Agent. The Company shall, without contribution by the Officer, Depositor shall compensate Escrow Agent for its services hereunder in accordance with Schedule A attached hereto and, in addition, shall reimburse Escrow Agent for all of its reasonable out-of-pocket expenses, including attorneys’ ' fees, travel expenses, telephone and facsimile transmission costs, postage (including express mail and overnight delivery charges), copying charges and the like. The additional provisions and information set forth on Schedule A are hereby incorporated by this reference, and form a part of this Escrow Agreement. All of the compensation and reimbursement obligations set forth in this Section 10 shall be payable solely by the Company Depositor, upon demand by Escrow Agent. The obligations of the Company Depositor under this Section 10 shall survive any termination of this Escrow Agreement and the resignation or removal of Escrow Agent. Escrow Agent is authorized to, and may, disburse to itself from the Escrow Funds, from time to time, the amount of any compensation and reimbursement of out-of-pocket expenses due and payable hereunder (including any amount to which Escrow Agent or any Indemnified Party is entitled to seek indemnification pursuant to Section 9 hereof). .) Escrow Agent shall notify the Company Representatives and the Officer of any disbursement from the Escrow Funds to itself or any Indemnified Party in respect of any compensation or reimbursement hereunder and shall furnish to the Company Representatives and the Officer copies of all related invoices and other statements. The OfficerRecipient, the Company Depositor and the Representatives hereby grant to Escrow Agent and the Indemnified Parties a security interest in and lien upon the Escrow Funds and all funds therein to secure all obligations with respect hereunder to Escrow Agent and the Indemnified Parties, and Escrow Agent and Indemnified Parties shall have the right to offset the amount of any compensation or reimbursement due any of them hereunder (including any claim for indemnification pursuant to Section 9 hereof) against the Escrow Funds. If for any reason funds in the Escrow Funds are insufficient to cover such compensation and reimbursement, the Company Depositor and Recipient shall promptly pay such amounts to Escrow Agent or any Indemnified Party upon receipt of an itemized invoice.

Fees and Expenses of Escrow Agent. The Company shall, without contribution by the Officer, compensate Escrow Agent shall be compensated for its services hereunder in accordance with Schedule A attached hereto and, in addition, shall reimburse Escrow Agent be reimbursed for all of its reasonable out-of-pocket expenses, including attorneys’ ' fees, travel expenses, telephone and facsimile transmission costs, postage (including express mail and overnight delivery charges), copying charges and the like. The additional provisions and information set forth on Schedule A are hereby incorporated by this reference, and form a part of this Escrow Agreement. All of the compensation and reimbursement obligations set forth in this Section 10 9 shall be payable solely by the Company upon demand by Escrow Agent. The obligations of the Company under this Section 10 9 shall survive any termination of this Escrow Agreement and the resignation or removal of Escrow Agent. If the Escrow Agent presents a written demand to Successor GP and HWG, LLC for amounts payable under this Section 9 and such amounts are not paid within 15 business days, Escrow Agent is authorized to, and may, disburse to itself from the Escrow FundsDeposit, from time to time, the amount of any compensation and reimbursement of out-of-pocket expenses due and payable hereunder (including any amount to which Escrow Agent or any Indemnified Party is entitled to seek indemnification pursuant to Section 9 7 hereof). Escrow Agent shall notify each of the Company Representatives and the Officer parties to this Agreement of any disbursement from the Escrow Funds Deposit to itself or any Indemnified Party in respect of any compensation or reimbursement hereunder and shall furnish to each of the Company Representatives and the Officer parties to this Agreement copies of all related invoices and other statements. The Officer, the Company and the Representatives parties to this Agreement hereby grant to Escrow Agent and the Indemnified Parties a security interest in and lien upon the Escrow Funds Deposit to secure all obligations with respect to the right to offset the amount of any compensation or reimbursement due any of them hereunder (including any claim for indemnification pursuant to Section 9 7 hereof) against the Escrow FundsDeposit. If for any reason funds in the Escrow Funds are Deposit is insufficient to cover such compensation and reimbursement, the Company shall promptly pay such amounts shall b promptly laid to Escrow Agent or any Indemnified Party upon receipt of an itemized invoice. All amounts payable under this Section 9 shall be paid one-half by Successor GP and one-half by HWG, LLC.

Fees and Expenses of Escrow Agent. The Company shall, without contribution by the Officer, Recipient shall compensate Escrow Agent for its services hereunder in accordance with Schedule A attached hereto and, in addition, shall reimburse Escrow Agent for all of its reasonable out-of-pocket expenses, including attorneys’ fees, travel expenses, telephone and facsimile transmission costs, postage (including express mail and overnight delivery charges), copying charges and the like. The additional provisions and information set forth on Schedule A are hereby incorporated by this reference, and form a part of this Escrow Agreement. All of the compensation and reimbursement obligations set forth in this Section 10 shall be payable solely by the Company Recipient upon demand by Escrow Agent. The obligations of the Company Recipient under this Section 10 shall survive any termination of this Escrow Agreement and the resignation or removal of Escrow Agent. Escrow Agent is authorized to, and may, disburse to itself from the Escrow Funds, from time to time, the amount of any compensation and reimbursement of out-of-pocket expenses due and payable hereunder (including any amount to which Escrow Agent or any Indemnified Party is entitled to seek indemnification pursuant to Section 9 hereof). Escrow Agent shall notify the Company Representatives and the Officer of any disbursement from the Escrow Funds to itself or any Indemnified Party in respect of any compensation or reimbursement hereunder and shall furnish to the Company Representatives and the Officer copies of all related invoices and other statements. The OfficerRecipient, the Company Depositor and the Representatives hereby grant to Escrow Agent and the Indemnified Parties a security interest in and lien upon the Escrow Funds to secure all obligations with respect to the right to offset the amount of any compensation or reimbursement due any of them hereunder (including any claim for indemnification pursuant to Section 9 hereof) against the Escrow Funds. If for any reason funds in the Escrow Funds are insufficient to cover such compensation and reimbursement, the Company Depositor and Recipient shall promptly pay such amounts to Escrow Agent or any Indemnified Party upon receipt of an itemized invoice.

Fees and Expenses of Escrow Agent. The Company shall, without contribution by the Officer, compensate Escrow Agent shall be compensated for its services hereunder in accordance with Schedule A attached hereto and, in addition, hereto. The Parties shall reimburse Escrow Agent be equally responsible for all of its reasonable out-of-pocket expenses, including attorneys’ fees, travel expenses, telephone and facsimile transmission costs, postage (including express mail and overnight delivery charges), copying charges and the like. The additional provisions and information set forth on Schedule A are hereby incorporated by this reference, and form a part of this Escrow Agreement. All of the compensation and reimbursement obligations set forth in this Section 10 10, and such compensation and reimbursement obligations shall be equally payable solely by the Company Parties, upon demand by Escrow Agent. The obligations of the Company Obligations under this Section 10 shall survive any termination of this Escrow Agreement and the resignation or removal of Escrow Agent. Escrow Agent is authorized to, and may, disburse to itself from the Escrow Funds, from time to time, the amount of any compensation and reimbursement of out-of-pocket expenses due and payable hereunder (including any amount to which Escrow Agent or any Indemnified Party Person is entitled to seek indemnification pursuant to Section 9 hereof). Escrow Agent shall notify the Company Representatives and the Officer of any disbursement from the Escrow Funds to itself or any Indemnified Party Person in respect of any compensation or reimbursement hereunder and shall furnish to the Company Representatives and the Officer copies of all related invoices and other statements. The OfficerBank of America, the Company MGIC and the Representatives hereby grant to Escrow Agent and the Indemnified Parties Persons a security interest in and lien upon the Escrow Funds to secure all obligations with respect to the right to offset the amount of any compensation or reimbursement due any of them hereunder (including any claim for indemnification pursuant to Section 9 hereof) against the Escrow Funds. If for any reason funds in the Escrow Funds are insufficient to cover such compensation and reimbursement, the Company MGIC and Bank of America shall promptly pay such amounts to Escrow Agent or any Indemnified Party Person upon receipt of an itemized invoice.

Fees and Expenses of Escrow Agent. The Company shall, without contribution by the Officer, iCAD and Seller shall compensate Escrow Agent for its services hereunder in accordance with Schedule A attached hereto and, in addition, shall reimburse Escrow Agent for all of its reasonable out-of-pocket expenses, including attorneys’ feesfees and expenses, travel expenses, telephone and facsimile transmission costs, postage (including express mail and overnight delivery charges), copying charges and the like. The additional provisions and information set forth on Schedule A are hereby incorporated by this reference, and form a part of this Escrow Agreement. All of the The compensation and reimbursement obligations set forth in this Section 10 shall be payable solely by the Company iCAD and Seller, jointly and severally upon demand by Escrow Agent. The obligations of the Company iCAD and Seller under this Section 10 shall survive any termination of this Escrow Agreement and the resignation or removal of Escrow Agent. Escrow Agent is authorized to, and may, disburse to itself from the Escrow FundsShares, from time to time, Escrow Shares equal to the amount value (as calculated in accordance with Section 4(c)) of any compensation and reimbursement of out-of-pocket expenses due and payable hereunder (including any amount to which Escrow Agent or any Indemnified Party is entitled to seek indemnification pursuant to Section 9 hereof). Escrow Agent shall notify the Company Representatives iCAD and the Officer Seller of any disbursement from the Escrow Funds Shares to itself or any Indemnified Party in respect of any compensation or reimbursement hereunder and shall furnish to the Company Representatives iCAD and the Officer Seller copies of all related invoices and other statements. The Officer, the Company Seller and the Representatives iCAD hereby grant to Escrow Agent and the Indemnified Parties a security interest in and lien upon the Escrow Funds Shares to secure all obligations with respect to the right to offset the amount of any compensation or reimbursement due any of them hereunder (including any claim for indemnification pursuant to Section 9 hereof) against the Escrow FundsShares. If for any reason funds the value (as calculated in accordance with Section 4(c)) of the Escrow Funds Shares are insufficient to cover such compensation and reimbursement, the Company iCAD and Seller shall promptly pay pay, on a joint and several basis, such amounts to Escrow Agent or any Indemnified Party upon receipt of an itemized invoice.

Fees and Expenses of Escrow Agent. The Company shall, without contribution by the Officer, Depositor shall compensate Escrow Agent for its services hereunder in accordance with Schedule A B attached hereto and, in addition, shall reimburse Escrow Agent for all of its reasonable out-of-pocket expenses, including attorneys’ ' fees, travel expenses, telephone and facsimile transmission costs, postage (including express mail and overnight delivery charges), copying charges and the like. The additional provisions and information set forth on Schedule A are hereby incorporated by this reference, and form a part of this Escrow Agreement. All of the compensation and reimbursement obligations set forth in this Section 10 shall be payable solely by the Company Depositor upon demand by Escrow Agent. The obligations of the Company Depositor under this Section 10 shall survive any termination of this Escrow Agreement and the resignation or removal of Escrow Agent. Escrow Agent is authorized to, and may, disburse to itself from the Escrow Funds, from time to time, the amount of any compensation and reimbursement of out-of-pocket expenses due and payable hereunder (including any amount to which Escrow Agent or any Indemnified Party is entitled to seek indemnification pursuant to Section 9 hereof). .) Escrow Agent shall notify the Company Representatives and the Officer of any disbursement from the Escrow Funds to itself or any Indemnified Party in respect of any compensation or reimbursement hereunder and shall furnish to the Company Representatives and the Officer copies of all related invoices and other statements. The Officer, the Company Recipient and the Representatives Depositor hereby grant to Escrow Agent and the Indemnified Parties a security interest in and lien upon the Escrow Funds and all funds therein to secure all obligations with respect hereunder to Escrow Agent and the Indemnified Parties, and Escrow Agent and Indemnified Parties shall have the right to offset the amount of any compensation or reimbursement due any of them hereunder (including any claim for indemnification pursuant to Section 9 hereof) against the Escrow Funds. If for any reason funds in the Escrow Funds are insufficient to cover such compensation and reimbursement, the Company Depositor shall promptly pay such amounts to Escrow Agent or any Indemnified Party upon receipt of an itemized invoice.

Fees and Expenses of Escrow Agent. The Company shall, without contribution by the Officer, Depositor shall compensate Escrow Agent for its services hereunder in accordance with Schedule A attached hereto and, in addition, shall reimburse Escrow Agent for all of its reasonable out-of-pocket expenses, including attorneys’ fees, travel expenses, telephone and facsimile transmission costs, postage (including express mail and overnight delivery charges), copying charges and the like. The additional provisions and information set forth on Schedule A are hereby incorporated by this reference, and form a part of this Escrow Agreementhereto. All of the compensation and reimbursement obligations set forth in this Section 10 shall be payable solely by the Company Depositor upon demand by Escrow Agent. The obligations of the Company Depositor under this Section 10 shall survive any termination of this Escrow Agreement and the resignation or removal of Escrow Agent. Escrow Agent is authorized to, and may, disburse to itself from the Escrow Funds, from time to time, the amount of any compensation and reimbursement of out-of-pocket expenses due and payable hereunder (including any amount to which Escrow Agent or any Indemnified Party is entitled to seek indemnification pursuant to Section 9 hereof). Escrow Agent shall notify the Company Representatives and the Officer of any disbursement from the Escrow Funds to itself or any Indemnified Party in respect of any compensation or reimbursement hereunder and shall furnish to the Company Representatives and the Officer copies of all related invoices and other statements. The OfficerRecipients, the Company Depositor and the Representatives hereby grant to Escrow Agent and the Indemnified Parties a security interest in and lien upon the Escrow Funds to secure all obligations with respect to the right to offset the amount of any compensation or reimbursement due any of them hereunder (including any claim for indemnification pursuant to Section 9 hereof) against the Escrow Funds. If for any reason funds in the Escrow Funds are insufficient to cover such compensation and reimbursement, the Company Depositor and Recipients shall promptly pay such amounts to Escrow Agent or any Indemnified Party upon receipt of an itemized invoice.

Fees and Expenses of Escrow Agent. The Company shall, without contribution by the Officer, Indemnitors and Indemnitee shall compensate Escrow Agent for its services hereunder in accordance with Schedule A attached hereto and, in addition, shall reimburse Escrow Agent for all of its reasonable out-of-pocket expenses, including attorneys’ fees, travel expenses, telephone and facsimile transmission costs, postage (including express mail and overnight delivery charges), copying charges and the like. The additional provisions and information set forth on Schedule A are hereby incorporated by this reference, and form a part of this Escrow Agreement. All of the compensation and reimbursement obligations set forth in this Section 10 shall be payable solely by the Company Indemnitors and Indemnitee, jointly and severally, upon demand by Escrow Agent. The obligations of the Company Indemnitors and Indemnitee under this Section 10 shall survive any termination of this Escrow Agreement and the resignation or removal of Escrow Agent. Escrow Agent is authorized to, and may, disburse to itself from the Escrow Funds, from time to time, the amount of any compensation and reimbursement of out-of-pocket expenses due and payable hereunder (including any amount to which Escrow Agent or any Indemnified Party is entitled to seek indemnification pursuant to Section 9 hereof). .) Escrow Agent shall notify in writing the Company Representatives Indemnitee’s Representative and the Officer Indemnitors’ Representative of any disbursement from the Escrow Funds to itself or any Indemnified Party in respect of any compensation or reimbursement hereunder and shall furnish to the Company Representatives Indemnitee’s Representative and the Officer Indemnitors’ Representative copies of all related invoices and other statements. The OfficerPromptly following Indemnitors’ and Indemnitee’s receipt of any such notice of the Escrow Agent’s disbursement of Escrow Funds to itself, each of the Company Indemnitee and the Representatives hereby grant Indemnitors shall pay to Escrow Agent a portion of such disbursement for which each of the Indemnitee and Indemnitors is responsible under Section 13.4 of the Indemnified Parties a security interest Underlying Agreement to Escrow Agent in and lien upon order to restore the Escrow Funds to secure all obligations with respect the amount prior to the right Escrow Agent’s disbursement to offset the amount of any compensation or reimbursement due any of them hereunder (including any claim for indemnification pursuant to Section 9 hereof) against the Escrow Fundsitself. If for any reason funds in the Escrow Funds are insufficient to cover such compensation and reimbursement, the Company Indemnitors and Indemnitee shall promptly pay such amounts to Escrow Agent or any Indemnified Party upon receipt of an itemized invoice.

Fees and Expenses of Escrow Agent. The Company shall, without contribution by the Officer, compensate Escrow Agent shall be compensated for its services hereunder in accordance with Schedule A attached hereto and, in addition, hereto. The Parties shall reimburse Escrow Agent be equally responsible for all of its reasonable out-of-pocket expenses, including attorneys’ fees, travel expenses, telephone and facsimile transmission costs, postage (including express mail and overnight delivery charges), copying charges and the like. The additional provisions and information set forth on Schedule A are hereby incorporated by this reference, and form a part of this Escrow Agreement. All of the compensation and reimbursement obligations set forth in this Section 10 10, and such compensation and reimbursement obligations shall be equally payable solely by the Company Parties, upon demand by Escrow Agent. The obligations of the Company Obligations under this Section 10 shall survive any termination of this Escrow Agreement and the resignation or removal of Escrow Agent. Escrow Agent is authorized to, and may, disburse to itself from the Escrow Funds, from time to time, the amount of any compensation and reimbursement of out-of-pocket expenses due and payable hereunder (including any amount to which Escrow Agent or any Indemnified Party Person is entitled to seek indemnification pursuant to Section 9 hereof). Escrow Agent shall notify the Company Representatives and the Officer of any disbursement from the Escrow Funds to itself or any Indemnified Party Person in respect of any compensation or reimbursement hereunder and shall furnish to the Company Representatives and the Officer copies of all related invoices and other statements. The OfficerCHL, the Company MGIC, Servicer, and the Representatives hereby grant to Escrow Agent and the Indemnified Parties Persons a security interest in and lien upon the Escrow Funds to secure all obligations with respect to the right to offset the amount of any compensation or reimbursement due any of them hereunder (including any claim for indemnification pursuant to Section 9 hereof) against the Escrow Funds. If for any reason funds in the Escrow Funds are insufficient to cover such compensation and reimbursement, the Company MGIC, CHL, and Servicer shall promptly pay such amounts to Escrow Agent or any Indemnified Party Person upon receipt of an itemized invoice.

Fees and Expenses of Escrow Agent. The Company shall, without contribution by the Officer, Equity Holders’ Representative and Parent shall jointly compensate Escrow Agent for its services hereunder in accordance with Schedule A attached hereto and, in addition, shall reimburse Escrow Agent for all of its reasonable out-of-pocket expenses, including attorneys’ fees, travel expenses, telephone and facsimile transmission costs, postage (including express mail and overnight delivery charges), copying charges and the like. The additional provisions and information set forth on Schedule A attached hereto are hereby incorporated by this reference, reference and form a part of this Escrow Agreement. All of the compensation and reimbursement obligations set forth in this Section 10 shall be payable solely by the Company upon demand by Escrow Agent. The obligations of the Company Equity Holders’ Representative and Parent under this Section 10 11 shall survive any termination of this Escrow Agreement and the resignation or removal of Escrow Agent. Escrow Agent is authorized to, and may, disburse to itself from the Escrow Funds, from time to time, the amount of any compensation and reimbursement of out-of-pocket expenses due and payable hereunder (including any amount to which Escrow Agent or any Indemnified Party is entitled to seek indemnification pursuant to Section 9 hereof)hereunder. Escrow Agent shall notify the Company Representatives Parent and the Officer Equity Holders’ Representative of any disbursement from the Escrow Funds to itself or any Indemnified Party in respect of any compensation or reimbursement hereunder and shall furnish to the Company Representatives Parent and the Officer Equity Holders’ Representative copies of all related invoices and other statementsstatements within fifteen (15) business days thereafter. The OfficerIf, the Company and the Representatives hereby grant to Escrow Agent and the Indemnified Parties a security interest in and lien upon the Escrow Funds to secure all obligations with respect to the right to offset the amount of any compensation or reimbursement due any of them hereunder (including any claim for indemnification pursuant to Section 9 hereof) against the Escrow Funds. If for any reason funds in reason, the Escrow Funds are insufficient to cover such compensation and reimbursement, the Company Equity Holders’ Representative and Parent shall promptly pay such amounts to Escrow Agent or any Indemnified Party upon receipt of an itemized invoice. As between Parent and the Equity Holders’ Representative, the amounts, if any, required to be paid to Escrow Agent pursuant to this Section 11 shall be paid 50% by Parent and 50% by the Equity Holders’ Representative, on behalf of the Common Stockholders.

Fees and Expenses of Escrow Agent. The Company shall, without contribution by the Officer, Indemnitors and Indemnitee shall compensate Escrow Agent for its services hereunder in accordance with Schedule A attached hereto and, in addition, shall reimburse Escrow Agent for all of its reasonable out-of-pocket expenses, including attorneys’ ' fees, travel expenses, telephone and facsimile transmission costs, postage (including express mail and overnight delivery charges), copying charges and the like. The additional provisions and information set forth on Schedule A are hereby incorporated by this reference, and form a part of this Escrow Agreement. All of the compensation and reimbursement obligations set forth in this Section 10 shall be payable solely by the Company Indemnitors and Indemnitee, jointly and severally, upon demand by Escrow Agent. The obligations of the Company Indemnitors and Indemnitee under this Section 10 shall survive any termination of this Escrow Agreement and the resignation or removal of Escrow Agent. Escrow Agent is authorized to, and may, disburse to itself from the Escrow Funds, from time to time, the amount of any compensation and reimbursement of out-of-pocket expenses due and payable hereunder (including any amount to which Escrow Agent or any Indemnified Party is entitled to seek indemnification pursuant to Section 9 hereof). .) Escrow Agent shall notify in writing the Company Representatives Indemnitee's Representative and the Officer Indemnitors' Representative of any disbursement from the Escrow Funds to itself or any Indemnified Party in respect of any compensation or reimbursement hereunder and shall furnish to the Company Representatives Indemnitee's Representative and the Officer Indemnitors' Representative copies of all related invoices and other statements. The OfficerPromptly following Indemnitors' and Indemnitee's receipt of any such notice of the Escrow Agent's disbursement of Escrow Funds to itself, each of the Company Indemnitee and the Representatives hereby grant Indemnitors shall pay to Escrow Agent a portion of such disbursement for which each of the Indemnitee and Indemnitors is responsible under Section 13.4 of the Indemnified Parties a security interest Underlying Agreement to Escrow Agent in and lien upon order to restore the Escrow Funds to secure all obligations with respect the amount prior to the right Escrow Agent's disbursement to offset the amount of any compensation or reimbursement due any of them hereunder (including any claim for indemnification pursuant to Section 9 hereof) against the Escrow Fundsitself. If for any reason funds in the Escrow Funds are insufficient to cover such compensation and reimbursement, the Company Indemnitors and Indemnitee shall promptly pay such amounts to Escrow Agent or any Indemnified Party upon receipt of an itemized invoice.

Fees and Expenses of Escrow Agent. The Company shall, without contribution by the Officer, Buyer shall compensate Escrow Agent for its services hereunder in accordance with Schedule A attached hereto and, in addition, shall reimburse Escrow Agent for all of its reasonable out-of-pocket expenses, including attorneys’ fees, travel expenses, telephone and facsimile transmission costs, postage (including express mail and overnight delivery charges), copying charges and the like. The additional provisions and information set forth on Schedule A are hereby incorporated by this reference, and form a part of this Escrow Agreement. All of the compensation and reimbursement obligations set forth in this Section 10 shall be payable solely borne by the Company Buyer upon demand by Escrow Agent. The obligations of the Company Buyer under this Section 10 shall survive any termination of this Escrow Agreement and the resignation or removal of Escrow Agent. If Buyer fails to compensate Escrow Agent for its services after reasonable notice, Escrow Agent is authorized to, and may, disburse to itself from the Escrow Funds, from time to time, the amount of any compensation and reimbursement of out-of-pocket expenses due and payable hereunder (including any amount to which Escrow Agent or any Indemnified Party is entitled to seek indemnification pursuant to Section 9 hereof). Escrow Agent shall notify the Company Representatives Buyer and the Officer Seller Representative of any disbursement from the Escrow Funds to itself or any Indemnified Party in respect of any compensation or reimbursement hereunder and shall furnish to the Company Representatives Buyer and the Officer Seller Representative copies of all related invoices and other statements. The Officer, the Company Buyer and the Representatives Sellers hereby grant to Escrow Agent and the Indemnified Parties a security interest in and lien upon the Escrow Funds to secure all obligations with respect to the right to offset the amount of any compensation or reimbursement due any of them hereunder (including any claim for indemnification pursuant to Section 9 hereof) against the Escrow Funds. If for any reason funds in the Escrow Funds are insufficient to cover such compensation and reimbursement, the Company Buyer and Sellers shall promptly pay such amounts to Escrow Agent or any Indemnified Party upon receipt of an itemized invoice.

Fees and Expenses of Escrow Agent. The Company shallPurchaser and the Companies jointly and severally agree to pay Escrow Agent the sum of Two Thousand, without contribution Five Hundred Dollars ($2,500) for its ordinary services hereunder as set forth on Exhibit A attached hereto. In addition, each of the parties hereto jointly and severally agree to pay to Escrow Agent its expenses incurred in connection with this Agreement, including but not limited to the actual cost of legal services in the event Escrow Agent deems it necessary to retain counsel. Such expenses shall be paid to Escrow Agent within thirty (30) days following receipt by the Officerparties hereto of a written statement setting forth such expenses. The parties hereto jointly and severally agree that, compensate in the event any controversy arises under or in connection with this Agreement or the Fund or Escrow Agent is made a party to or intervenes in any litigation pertaining to this Agreement or the Fund, to pay to Escrow Agent reasonable compensation for its extraordinary services hereunder in accordance with Schedule A attached hereto and, in addition, shall and to reimburse Escrow Agent for all costs and expenses associated with such controversy or litigation. As security for all fees and expenses of Escrow Agent hereunder and any and all losses, claims, damages, liabilities and expenses incurred by Escrow Agent in connection with its acceptance of appointment hereunder or with the performance of its reasonable out-of-pocket expenses, including attorneys’ fees, travel expenses, telephone obligations under this Agreement and facsimile transmission costs, postage (including express mail and overnight delivery charges), copying charges and to secure the like. The additional provisions and information set forth on Schedule A are hereby incorporated by this reference, and form a part of this Escrow Agreement. All obligation of the compensation and reimbursement obligations parties hereto to indemnify Escrow Agent as set forth in this Section 10 shall be payable solely by the Company upon demand by Escrow Agent. The obligations of the Company under this Section 10 shall survive any termination of this Escrow Agreement and the resignation or removal of Escrow Agent. 7.13 hereof, Escrow Agent is authorized to, and may, disburse to itself from the Escrow Funds, from time to time, the amount of any compensation and reimbursement of out-of-pocket expenses due and payable hereunder (including any amount to which Escrow Agent or any Indemnified Party is entitled to seek indemnification pursuant to Section 9 hereof). Escrow Agent shall notify the Company Representatives and the Officer of any disbursement from the Escrow Funds to itself or any Indemnified Party in respect of any compensation or reimbursement hereunder and shall furnish to the Company Representatives and the Officer copies of all related invoices and other statements. The Officer, the Company and the Representatives hereby grant to Escrow Agent and the Indemnified Parties granted a security interest in and a lien upon the Escrow Funds Fund, which security interest and lien shall be prior to secure all obligations with respect to the right to offset the amount of any compensation other security interests, liens or reimbursement due any of them hereunder (including any claim for indemnification pursuant to Section 9 hereof) claims against the Escrow Funds. If for any reason funds in the Escrow Funds are insufficient to cover such compensation and reimbursement, the Company shall promptly pay such amounts to Escrow Agent Fund or any Indemnified Party upon receipt of an itemized invoicepart thereof.

Fees and Expenses of Escrow Agent. The Company shall, without contribution by the Officer, Iconix and Sellers shall compensate Escrow Agent for its services hereunder in accordance with Schedule A attached hereto and, in addition, shall reimburse Escrow Agent for all of its reasonable out-of-pocket expenses, including attorneys’ feesfees and expenses, travel expenses, telephone and facsimile transmission costs, postage (including express mail and overnight delivery charges), copying charges and the like. The additional provisions and information set forth on Schedule A are hereby incorporated by this reference, and form a part of this Escrow Agreement. All of the The compensation and reimbursement obligations set forth in this Section 10 11 shall be payable solely by Iconix and Sellers’ Representative (on behalf of the Company Sellers’), jointly and severally upon demand by Escrow Agent. The obligations of the Company Iconix and Sellers’ Representative under this Section 10 11 shall survive any termination of this Escrow Agreement and the resignation or removal of Escrow Agent. Escrow Agent is authorized to, and may, disburse to itself from the Escrow Funds, from time to time, the amount of any compensation and reimbursement of out-of-pocket expenses due and payable hereunder (including any amount to which Escrow Agent or any Indemnified Party is entitled to seek indemnification pursuant to Section 9 10 hereof). Escrow Agent shall notify the Company Representatives Iconix and the Officer Sellers’ Representative of any disbursement from the Escrow Funds to itself or any Indemnified Party in respect of any compensation or reimbursement hereunder and shall furnish to the Company Representatives Iconix and the Officer Sellers’ Representative copies of all related invoices and other statements. The Officer, the Company Sellers and the Representatives Iconix hereby grant to Escrow Agent and the Indemnified Parties a security interest in and lien upon the Escrow Funds to secure all obligations with respect to the right to offset the amount of any compensation or reimbursement due any of them hereunder (including any claim for indemnification pursuant to Section 9 10 hereof) against the Escrow Funds. If for any reason funds in the Escrow Funds are insufficient to cover such compensation and reimbursement, the Company Iconix and Sellers shall promptly pay such amounts to Escrow Agent or any Indemnified Party upon receipt of an itemized invoice.

Fees and Expenses of Escrow Agent. The Company shall, without contribution by Trust and the Officer, Adviser shall compensate the Escrow Agent for its services hereunder in accordance with Schedule A the Letter Agreement dated January 26, 2006 by and among the Trust, the Adviser and the Escrow Agent, attached hereto as Exhibit 1 and, in addition, shall reimburse the Escrow Agent for all of its reasonable out-of-pocket expenses, including attorneys’ fees, travel expenses, telephone and facsimile transmission costs, postage (including express mail and overnight delivery charges), copying charges and the like. The additional provisions and information set forth on Schedule A are hereby incorporated by this reference, and form a part of this Escrow Agreement. All of the compensation and reimbursement obligations set forth in this Section 10 section shall be payable solely by the Company Trust and the Adviser, jointly and severally, upon demand by the Escrow Agent. The obligations of the Company Trust and the Adviser under this Section 10 section shall survive any termination of this Escrow Agreement and the resignation or removal of the Escrow Agent. The Escrow Agent is authorized to, and may, disburse to itself from the Escrow Funds, from time to time, the amount of any compensation and reimbursement of out-of-pocket expenses due and payable hereunder (including any amount to which the Escrow Agent or any Indemnified Party is the Indemnitees are entitled to seek indemnification pursuant to Section 9 hereof). .) The Escrow Agent shall notify the Company Representatives Trust and the Officer Adviser of any disbursement from the Escrow Funds to itself or any Indemnified Party the Indemnitees in respect of any compensation or reimbursement hereunder and shall furnish to the Company Representatives Trust and the Officer Adviser copies of all related invoices and other statements. The Officer, the Company Trust and the Representatives Adviser hereby grant to the Escrow Agent and the Indemnified Parties Indemnitees a security interest in and lien upon the Escrow Funds and all funds therein to secure all obligations with respect hereunder to the Escrow Agent and the Indemnitees, and the Escrow Agent and the Indemnities shall have the right to offset the amount of any compensation or reimbursement due any of them hereunder (including any claim for indemnification pursuant to Section 9 hereof) against the Escrow Funds. If for any reason funds in the Escrow Funds are insufficient to cover such compensation and reimbursement, the Company Trust and the Adviser shall promptly pay such amounts to the Escrow Agent or any Indemnified Party the Indemnitees upon receipt of an itemized invoice.

Fees and Expenses of Escrow Agent. The Company shallEscrow Agent agrees to accept a fee of $2,500.00 for all ordinary services to be provided by Escrow Agent hereunder, without contribution plus reimbursement of reasonable expenses associated with the performance of its duties, including but not limited to fees and expenses of legal counsel, accountants and other agents, one-half of which shall be paid by Buyer and one-half of which shall be paid by the OfficerStockholders, compensate such payments to be made concurrent with the execution hereof. Additional reasonable fees may be incurred if Escrow Agent for its is required to provide extraordinary services hereunder in accordance with Schedule A attached hereto and, in addition, shall reimburse Escrow Agent for all of its reasonable out-of-pocket expensesan unusual nature, including attorneys’ feeswithout limitation amendments, travel expensesspecialized reporting, telephone and facsimile transmission costs, postage (including express mail and overnight delivery charges), copying charges and use investments not automated with the like. The additional provisions and information set forth on Schedule A are hereby incorporated by this referenceEscrow Agent’s trust accounting system, and form a part of this Escrow Agreementactual or threatened litigation or arbitration proceedings. All of the compensation and other reimbursement obligations set forth in this Section 10 section shall be payable solely by the Company Buyer and Seller Representative, jointly and severally, upon demand by Escrow Agent. The obligations of the Company Buyer and Seller Representative under this Section 10 section shall survive any termination of this Escrow Agreement and the resignation or removal of Escrow Agent. Escrow Agent is authorized to, and may, disburse to itself from the Escrow Funds, from time to time, the amount of any compensation and reimbursement of out-of-pocket expenses due and payable hereunder (including any amount to which Escrow Agent or any Indemnified Party indemnified party is entitled to seek indemnification pursuant to Section 9 hereofthis Escrow Agreement). Escrow Agent shall notify the Company Representatives and the Officer of any disbursement from the Escrow Funds to itself or any Indemnified Party in respect of any compensation or reimbursement hereunder and shall furnish to the Company Representatives and the Officer copies of all related invoices and other statements. The Officer, the Company and the Representatives hereby grant to Escrow Agent and the Indemnified Parties a security interest in and lien upon the Escrow Funds to secure all obligations with respect to the right to offset the amount of any compensation or reimbursement due any of them hereunder (including any claim for indemnification pursuant to Section 9 hereof) against the Escrow Funds. If for any reason funds in the Escrow Funds are insufficient to cover such compensation and reimbursement, the Company Buyer and Seller Representative shall promptly pay such amounts to Escrow Agent or any Indemnified Party indemnified party upon receipt of an itemized invoice.