All fees and expenses incurred by Manager and its affiliates in respect of the Company, its affiliates and its subsidiaries, in connection with this Agreement and all operations hereunder, including but not limited to any out of pocket expenses incurred by Manager or its legal counsel, accountants and other consultants and advisors in connection with the provision of services hereunder, or the attendance at any meeting of the Company or equivalent governing body of any of its subsidiaries or affiliates or otherwise, shall be borne by Manager, are already reimbursed through the Management Fee, and shall not be an additional charge to or obligation of the Company.  The prior sentence shall not apply to reasonable expenses incurred by Manager and its affiliates in connection with a Company Event of Default.  Also included in the Management Fees, Manager shall pay Company filing fees, registered agent fees and comparable fees and taxes assessed against the Company.