Whether or not the Amendment No. 5 Effective Date occurs, the Borrower agrees to pay or reimburse the Term B-2 Lenders for all reasonable out-of-pocket costs and expenses incurred in connection with the preparation, negotiation and execution of this Agreement and the other Loan Documents to be entered into or to become effective on or prior to the Amendment No. 5 Effective Date and the consummation of the transactions contemplated thereby on the Amendment No. 5 Effective Date (including all Attorney Costs (as such term is defined in the Amended Credit Agreement), which shall be limited to Stroock & Stroock & Lavan, LLP).