COC Costs definition
COC Costs shall have the meaning set forth in Section 2.10(a).
COC Costs means any out-of-pocket fees, costs and/or expenses (including reasonable legal fees) incurred by (or on behalf of) a Fund or Fund Subsidiary for the purpose of seeking or obtaining a consent or waiver from a Joint Venture Counterparty, Contract Counterparty or Lender Counterparty in connection with a Change of Control Event. For the avoidance of doubt, any out-of-pocket fees, costs and/or expenses (including legal fees) incurred by (or on behalf of) a Fund or Fund Subsidiary for the purpose of seeking or obtaining a consent or waiver from an Investor Counterparty in connection with obtaining Assignment Requirements are not CoC Costs (the allocation of such Investor Counterparty-related costs is covered by the sharing mechanism in Section 5.8(b));