Promptly following receipt of an invoice therefore, the Partnership shall reimburse the Lead Purchaser for the reasonable fees and expenses of Schulte Roth & Zabel, LLP of up to $200,000; provided , that for U.S. federal income tax purposes, the reimbursements described in Section 8.01 are, and will be treated by the parties as, adjustments to the Purchase Price paid by the Purchasers for the Purchased Units. All other costs and expenses, including fees and disbursements of financial advisers 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.