Attorney Costs. Unless waived by the Administrative Agent, the Borrower shall have paid in accordance with [Section 11.04] of the Credit Agreement all reasonable and documented fees, charges and disbursements of one primary outside counsel to the Administrative Agent and of special or local counsel to the Administrative Agent to the extent such special or local counsel is reasonably necessary (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the date hereof, 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 Borrower and the Administrative Agent).

Attorney Costs. Unless waived by the Administrative Agent, the Borrower shall have paid in accordance with [Section 11.04] of the Credit Agreement all reasonable and documented fees, charges and disbursements of one primary outside counsel to the Administrative Agent and of special or local counsel to the Administrative Agent to the extent such special or local counsel is reasonably necessary (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the date hereof, 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 Borrower and the Administrative Agent).

Unless waived by the Administrative Agent, the Borrower shall have paid in accordance with [Section 11.04] of the Credit Agreement all reasonable and documented fees, charges and disbursements of one primary outside counsel to the Administrative Agent and of special or local counsel to the Administrative Agent to the extent such special or local counsel is reasonably necessary (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the date hereof,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 Borrower and the Administrative Agent).

Unless waived by the Administrative Agent, the Borrower shall have paid in accordance with [Section 11.04] of the Credit Agreement all reasonable and documented fees, charges and disbursements of one primary outside counsel to the Administrative Agent and of special or local counsel to the Administrative Agent to the extent such special or local counsel is reasonably necessary (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the date hereof,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 Borrower and the Administrative Agent).

Attorney Costs. Unless waived by the Administrative Agent,Agents, the Parent Borrower shall have paid in accordance with [Section 11.04] of the Credit Agreement all reasonable and documented fees, charges and disbursements of one primary outside counsel to the Administrative Agent and of special or local counsel to the Administrative Agent to the extent such special or local counsel is reasonably necessary (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the date hereof,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 BorrowerBorrowers and the Administrative Agent)Agents).

Unless waived by the Administrative Agent, the BorrowerBorrowers shall have paid in accordance with [Section 11.04] of the Credit Agreement all reasonable and documented fees, charges and disbursements of one primary outside counsel to the Administrative Agent and of special or local counsel to the Administrative Agent to the extent such special or local counsel is reasonably necessary (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the date hereof,Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute itstheir reasonable estimate of such fees, charges and disbursements incurred or to be incurred by itthem through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the BorrowerBorrowers and the Administrative Agent).

Unless waived by the Administrative Agent, the Borrower shall have paid in accordance with [Section 11.04]all Attorney Costs of the Credit Agreement all reasonable and documented fees, charges and disbursements of one primary outside counsel to the Administrative Agent and of special or local counsel to the Administrative Agent to the extent such special or local counsel is reasonably necessary (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the date hereof,Closing Date, plus such additional amounts of such fees, charges and disbursementsAttorney Costs of the Administrative Agent as shall constitute its reasonable estimate of such fees, charges and disbursementsAttorney Costs 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 Borrower and the Administrative Agent).

Unless waived by the Administrative Agent, the Borrower​ shall have paid in accordance with [Section 11.04] of the Credit Agreement all reasonable and documented fees, charges and disbursements of one primary outside counsel to the Administrative Agent and of special or local counsel to the Administrative Agent to the extent such special or local counsel is reasonably necessary (directly to such counsel if requested by the Administrative Agent) to the Administrative Agent to the extent invoiced prior to or on the date hereof,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 Borrower​ and the Administrative Agent).

Payment of Costs and Fees. The Borrower shall have paid in accordance with [Section 11.04] of the Credit Agreement all reasonable and documented fees, charges and disbursements of one primary outside counselpay to the Administrative Agent all reasonable costs, out-of-pocket expenses, and fees and charges of special or local counsel toevery kind in connection with the Administrative Agent topreparation, negotiation, execution and delivery of this Agreement and any documents and instruments relating hereto (which costs include, without limitation, the extent such special or local counsel is reasonably necessary (directly to such counsel if requestedreasonable fees and expenses of any attorneys retained by the Administrative Agent) to the extent invoiced prior to or on the date hereof, 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 Borrower and the Administrative Agent).

Unless waived by the Administrative Agent, the BorrowerCompany shall have paid in accordance with [Section 11.04] of the Credit Agreement all reasonable and documented fees, charges and disbursements of one primary outside counsel to the Administrative Agent and of special or local counsel toas required under the Administrative Agent to the extent such special or local counsel is reasonably necessary (directly to such counsel if requested by the Administrative Agent)Loan Documents, to the extent invoiced prior to or on the date hereof,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 BorrowerCompany and the Administrative Agent).