definiens: means the following expenses which shall be the sole responsibility of theSellers and Owners : ( i ) reasonable expenses, disbursements and advances ( including fees and disbursements of its counsel, experts and other agents and consultants ) incurred by the Representative in such capacity ( or any of its officers, directors, managers, employees, agents or representatives in connection therewith ) ( including any costs and expenses of enforcing anyof the rights or interests of the Sellers, the Owners or the Representative arising out of or under or in any manner relating tothis Agreement or the transactions provided for hereby ), and ( ii ) any loss, liability or expenses arising out of actions taken oromitted to be taken in its capacity as the Representative ( except for those arising out of the Representative ’s willfulmisconduct ), including the costs and expenses of investigation and defense of claims, from the Sellers or the Owners(including from funds paid to the Representative under this Agreement and/or otherwise received by it in its capacity as theRepresentative, or funds to be distributed to the Sellers or the Owners under this Agreement at its direction, pursuant to or inconnection with this Agreement ( including under the Escrow Agreement )