the Borrowers shall have paid # all fees required to be paid on or before the Effective Date, including those required to be paid pursuant to any fee letter, and # all reasonable fees, charges and disbursements of counsel to the Administrative Agent to the extent invoiced prior to or on the Effective Date, plus such additional amounts of such fees, charges and disbursements as shall constitute their reasonable estimate of such fees, charges and disbursements incurred or to be incurred by them through the closing of this Amendment (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrowers and the Administrative Agent); and

the Borrowers shall have paid # all fees required to be paid on or before the Effective Date, including those required to be paid pursuant to any fee letter, and # all reasonable fees, charges and disbursements of counsel to the Administrative Agent to the extent invoiced prior to or on the Effective Date, plus such additional amounts of such fees, charges and disbursements as shall constitute their reasonable estimate of such fees, charges and disbursements incurred or to be incurred by them through the closing of this Amendment (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrowers and the Administrative Agent); and

Unless waived by the Administrative Agent, the Borrowers shall have paid # all fees required to be paid on or before the Effective Date, including those required to be paid pursuant to any fee letter, and # all reasonable fees, charges and disbursements of counsel to the Administrative Agent to the extent invoiced prior to or on the EffectiveClosing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute their reasonable estimate of such fees, charges and disbursements incurred or to be incurred by them through the closing of this Amendmentproceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrowers and the Administrative Agent); and.

the BorrowersFees. The Borrower shall have paid # all fees required to be paid by it on the Closing Date described in the Fee Letter, # all fees payable to the Lenders on the Closing Date agreed to by the Borrower on or beforeprior to the EffectiveClosing Date, including those required to be paid pursuant to any fee letter, and # all reasonable fees, chargesfees and disbursementsexpenses of the Administrative Agent and of special counsel to the Administrative Agent that have been invoiced on or prior to three (3) days prior to the extent invoiced prior to or onClosing Date in connection with the Effective Date, plus such additional amounts of such fees, chargespreparation, execution and disbursements as shall constitute their reasonable estimate of such fees, charges and disbursements incurred or to be incurred by them through the closingdelivery of this Amendment (provided that such estimate shall not thereafter preclude a final settling of accounts between the BorrowersAgreement and the Administrative Agent);other Loan Documents and the consummation of the transactions contemplated hereby and thereby.

If required by the Borrowers shall have paid #Administrative Agent, the Borrowers’ payment of all fees requireddue to be paid on or before the Effective Date, including those required to be paid pursuant to any fee letter,[[Organization A:Organization]] in connection with this Amendment and # all reasonable fees, chargesexpenses and disbursements of any law firm or other external counsel to thefor Administrative Agent to the extent invoiced prior to or on the Effective Date,invoiced, plus such additional amounts of such fees, charges and disbursements as shall constitute theircounsel’s reasonable estimate of suchadditional fees, chargesexpenses and disbursements incurred or to be incurred by themit through theand after closing of this Amendment (provided that suchany estimate shallwill not thereafter preclude a final settling of accounts between the Borrowers and the Administrative Agent);. The Administrative Agent’s election to not require Borrowers to pay all such fees and expenses as a condition to the effectiveness of this Amendment will not excuse Borrower’s obligation to do so promptly upon the Administrative’ Agent’s demand.

Unless waived by the BorrowersAdministrative Agent, the Borrower shall have paid # all fees required to be paid on or before the Effective Date, including those required to be paid pursuant to any fee letter, and # all reasonable fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the EffectiveClosing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute theirits reasonable estimate of such fees, charges and disbursements incurred or to be incurred by themit through the closing of this Amendmentproceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the BorrowersBorrower and the Administrative Agent); and.

the BorrowersThe Borrower shall have paid # all fees required to be paid on or before the Effective Date, including those required to be paid pursuant to any fee letter, and # all reasonable fees, charges and disbursements of counsel to the Administrative Agent and the Arrangers to the extent invoiced at least three Business Days prior to or on the EffectiveClosing Date, plus such additional amounts of such fees, charges and disbursements of counsel to the Administrative Agent and the Arrangers as shall constitute theirits reasonable estimate of such fees, charges and disbursements of counsel to the Administrative Agent incurred or to be incurred by themit through the closing of this Amendment (providedproceedings to the extent invoiced at least three Business Days prior to or on the Closing Date (provided, that such estimate shall not thereafter preclude a final settling of accounts between the BorrowersBorrower and the Administrative Agent); and .

if required by the Borrowers shall have paid #Administrative Agent, the Borrowers’ payment of all fees requireddue to be paid on or before the Effective Date, including those required to be paid pursuant to any fee letter,[[Organization A:Organization]] in connection with this Amendment and # all reasonable fees, chargesexpenses and disbursements of any law firm or other external counsel to thefor Administrative Agent to the extent invoiced prior to or on the Effective Date,invoiced, plus such additional amounts of such fees, charges and disbursements as shall constitute theircounsel’s reasonable estimate of suchadditional fees, chargesexpenses and disbursements incurred or to be incurred by themit through theand after closing of this Amendment (provided that suchany estimate shall not thereafterwill preclude a final settling of accounts between the Borrowers and the Administrative Agent);. The Administrative Agent’s election to not require Borrowers to pay all such fees and expenses as a condition to the effectiveness of this Amendment will not excuse Borrower’s obligation to do so promptly upon the Administrative’ Agent’s demand.

Unless waived by the BorrowersAdministrative Agent, the Borrower shall have paid # all fees required to be paid on or before the Effective Date, including those required to be paid pursuant to any fee letter, and # all reasonable fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the EffectiveClosing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute theirits reasonable estimate of such fees, charges and disbursements incurred or to be incurred by themit through the closing of this Amendmentproceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the BorrowersBorrower and the Administrative Agent); and.

the BorrowersBorrower shall have paid # all fees required to be paid by it on or before the EffectiveClosing Date, including thoseall fees required to be paid pursuant tohereunder and any fee letter, and # all reasonable fees, charges and disbursements of counselfees owed to the Administrative Agent, the Lead Arranger, and the Lenders, and shall have reimbursed the Administrative Agent tofor all fees, costs and expenses of closing the extent invoiced prior to or ontransactions contemplated hereunder and under the Effective Date, plus such additional amounts of such fees, chargesother Loan Documents, including the reasonable legal, audit and disbursements as shall constitute their reasonable estimate of such fees, charges and disbursements incurred or to beother document preparation costs incurred by them through the closing of this Amendment (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrowers and the Administrative Agent); andAgent;