Expenses and Fees. The Debtor shall be responsible for, and hereby agrees to pay, all reasonable, documented out-of-pocket costs and expenses incurred by the Securities Intermediary in connection with the establishment and maintenance of each Secured Account, including the Securities Intermediary’s customary fees and expenses, any reasonable, documented out-of-pocket costs or expenses incurred by the Securities Intermediary as a result of conflicting claims or notices involving the parties hereto, including the reasonable fees and expenses of its external legal counsel, and all other reasonable costs and expenses incurred in connection with the execution, administration or enforcement of this Agreement including reasonable attorneys’ fees and costs, whether or not such enforcement includes the filing of a lawsuit. Notwithstanding anything to the contrary provided herein, all amounts payable by the Debtor to the Securities Intermediary under this Agreement shall be payable only in accordance with, and subject to, [Sections 9.1 and 6.4]4] of the Credit Agreement.

Compensation and Reimbursement. The Debtor agrees: # to pay to the Securities Intermediary from time to time, reasonable compensation for all services rendered by it hereunder; and # to reimburse the Securities Intermediary upon its request for all reasonable and customary expenses, disbursements and advances incurred or made by the Securities Intermediary in accordance with any provision of, or carrying out its duties and obligations under, this Agreement (including the reasonable compensation and fees and the expenses and disbursements of its agents, any independent accountants and counsel), except any expense, disbursement or advance as may be attributable to gross negligence, fraud, bad faith or willful misconduct on the part of the Securities Intermediary. Notwithstanding anything to the contrary provided herein, all amounts payable by the Debtor to the Securities Intermediary under this Agreement shall be payable only in accordance with, and subject to, [Sections 9.1 and 6.4]4] of the Credit Agreement.