All costs and expenses incurred in connection with the negotiation and execution of this Agreement and the transactions contemplated hereby shall be paid by the party incurring or required to incur such expenses whether or not the transactions contemplated by this Agreement are consummated; provided that New Black Knight shall pay, or cause to be paid, or reimburse the Interested Holders for all fees and expenses incurred by them pursuant to Section 6.5(a) of the Merger Agreement.