ROFO Escrow Agent shall receive no fee for its services hereunder, but ROFO Escrow Agent shall be paid or reimbursed for all reasonable, out-of-pocket expenses, disbursements and advances, including reasonable attorneys’ fees, incurred or paid in connection with carrying out its duties hereunder. Such expenses, disbursements and advances shall not be payable or paid out of the ROFO Deposit. Non-payment of such reimbursements shall not entitle ROFO Escrow Agent to refuse or fail to act as required by this Escrow Agreement. As between the ROFO Escrow Agent, each ROFO Buyer and each ROFO Seller, each ROFO Buyer and each ROFO Seller shall be responsible for 100% of any and all such expenses, disbursements and advances of ROFO Escrow Agent. As between each ROFO Buyer and each ROFO Seller, each ROFO Buyer and ROFO Seller shall be responsible for its pro rata share of any and all such expenses, disbursements and advances of ROFO Escrow Agent, based upon its Percentage Interest relative to the Percentage Interests of all Partners [(excluding any Partner that is neither a ROFO Buyer nor a ROFO Seller)].