Other Fees, Costs, Charges and Expenses. In addition to the foregoing fees and commissions, the Borrower shall pay or reimburse each Issuing Lender for such normal and customary fees, costs, charges and expenses as are incurred or charged by such Issuing Lender in issuing, effecting payment under, amending or otherwise administering any Letter of Credit issued by it.

Advance of Costs, Charges and Expenses. If so ordered by the Board of Directors, the costs, charges and expenses incurred by Indemnitee in investigating, defending, or appealing any threatened, pending or completed civil or criminal action, suit or proceeding (administrative or investigative) covered hereunder, shall be paid by Company in advance in order to properly investigate, defend or appeal any such action, suit, or proceeding, and, if so ordered by the Board of Directors of Company, any judgments, fines or amounts paid in settlement shall be paid by Company in advance, all with the understanding and agreement hereby made and entered into by Indemnitee and Company, that in the event it shall ultimately be determined as provided hereunder that Indemnitee was not entitled to be indemnified, or was not entitled to be fully indemnified, that Indemnitee shall repay to Company such amount, or the appropriate portion thereof, so paid or advanced.

In full consideration of the provision of the services of the Administrator, the Company shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder. The amount and nature of such reimbursements shall be presented for review, on not less than a quarterly basis, to the members of the audit committee of the Board, or in lieu thereof, to a committee of the Board, all of the members of which are not “interested persons” of the Company, as such term is defined under the Investment Company Act. The Company will bear all costs and expenses that are incurred in its operation, administration and transactions and not specifically assumed by ​ LLC (the “Adviser”), pursuant to that certain Second Amended and Restated Investment Advisory Agreement, dated as of ​ by

any net after-tax extraordinary, non-recurring or unusual gains or losses (less all fees and expenses relating thereto) or expenses, and fees and expenses in connection with relocation costs, integration costs, facility consolidation and closing costs, severance costs and

Payment and Reimbursement of Costs and Expenses. Where this Agreement requires ​ to pay or reimburse certain costs or expenses to ​, or states that certain activities will be performed by ​ at ​’s expense, ​ shall make the relevant payment(s) to ​ within […​…] of receipt of a pertinent invoice from ​, which invoice shall specify, in reasonable detail, the costs or activities to which said invoice relates.

retention and completion bonuses, recruiting costs, costs incurred in connection with any strategic initiatives, transition costs, nonrecurring litigation and arbitration fees, costs and charges, expenses in connection with one-time rate changes, costs incurred in connection with acquisitions and investments (including travel and out-of-pocket costs, professional fees for legal, accounting and other services, human resources costs (including relocation bonuses), nonrecurring litigation and arbitration costs, charges, fees and expenses (including settlements), management transition costs, advertising costs, losses associated with temporary decreases in work volume and expenses related to maintaining underutilized personnel)and non-recurring product and intellectual property development, other business optimization expenses or reserves (including costs and expenses relating to business optimization programs and new systems design and costs or reserves associated with improvements to IT and accounting functions, retention charges (including charges or expenses in respect of incentive plans), system establishment costs and implementation costs) and operating expenses attributable to the implementation of cost-savings initiatives, and curtailments or modifications to pension and post-retirement employee benefit plans shall be excluded;

Attorney Costs. Unless waived by the Administrative Agents, the Parent Borrower shall have paid all reasonable fees, charges and disbursements of counsel to the Administrative Agent to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrowers and the Administrative Agents).

In the event that any Applicable Law, any Change in Law, or compliance by any ​ (for purposes of this [Section 3.8], the term "​" shall include ​ or any ​ and any corporation or bank controlling ​ or any ​) and the office or branch where ​ or any ​ (as so defined) makes or maintains any Eurodollar Rate Loans with any request or directive (whether or not having the force of law) from any central bank or other financial, monetary or other authority, shall:

Research Costs. During the Research Term, SGI will reimburse Unum for ​ of all Research Costs for all Research Candidates actually incurred for the Territory pursuant to the Research Plan, in accordance with [Section 11.5]. For clarity, ​.

During the Early Clinical Development Term, SGI will reimburse Unum for ​ of all Development Costs for all Development Candidates actually incurred for the Territory pursuant to the Early Clinical Development Plan, in accordance with [Section 11.5], subject to the following sentence. Notwithstanding the amounts allocated to Development activities in the Shared Territory in the applicable Early Clinical Development Plan budget, for any calendar year, Unum will only be permitted to recover Development Costs with respect to Development activities that have been ​ INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED