Except as set forth below, all costs and expenses, including fees and disbursements of counsel, financial advisors and accountants, incurred in connection with the Transaction Documents and the transactions contemplated thereby shall be paid by the party incurring such costs and expenses; provided that promptly following receipt of an invoice therefore containing reasonable supporting detail, the Partnership shall reimburse Stonepeak for the reasonable fees and expenses of Sidley Austin LLP, counsel to Stonepeak, of up to $300,000 (with legal fees and expenses of Sidley Austin LLP in excess of $300,000 to be paid pro rata by all the Purchasers in proportion to the aggregate number of Purchased Units purchased by each).