Payment of Fees. The Company shall have paid all accrued and unpaid fees, costs and expenses to the extent then due and payable on the Closing Date, together with Attorney Costs of [[Administrative Agent:Organization]] to the extent invoiced prior to or on the Closing Date, together with such additional amounts of Attorney Costs as shall constitute [[Administrative Agent:Organization]]’s reasonable estimate of Attorney Costs incurred or to be incurred through the closing proceedings; provided that such estimate shall not thereafter preclude final settling of accounts between the Company and [[Administrative Agent:Organization]], including any such costs, fees and expenses arising under or referenced in Sections ‎3.01 and ‎10.04 and the Fee Letters;

Unless waived by the Administrative Agent, the Company shall have paid all fees, charges and disbursements of counsel to the Administrative Agent as required under the Loan Documents, 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 Company and the Administrative Agent).