Fees. The Administrative Agent, the Lenders and L/C Issuer shall have received all fees and other amounts due and payable on or prior to the First Amendment Effective Date, including to the extent invoiced prior to the First Amendment Effective Date, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower under the Credit Agreement.

The Administrative Agent, the Lenders and L/C IssuerAgent shall have received all fees and other amounts due and payable on or prior to the First Amendment Effective Date, including fees, charges and disbursements of counsel and all other out of pocket fees and expenses required to be paid or reimbursed by the Borrower (which fees, charges and disbursements of counsel and such other out of pocket fees and expenses shall be limited to those for which invoices have been submitted on or prior to the extent invoicedEffective Date) on or prior to the First Amendment Effective Date, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower under the Credit Agreement.Date.

3.2Fees and Expenses. The Administrative Agent, the Lenders and L/C IssuerAgent shall have received all fees and other amounts due and payable by the Credit Parties on or prior to the FirstThird Amendment Effective Date, includingincluding, to the extent invoiced at least two (2) Business Days prior to the FirstThird Amendment Effective Date, reimbursement or payment of all reasonable out-of-pocket expenses required to be reimbursed or paid by the Borrower underpursuant to the Credit Agreement.

2.2Fees and Expenses. The Administrative Agent, the Lenders and L/C IssuerAgent shall have received all fees and other amounts due and payable on or prior to the FirstThird Amendment Effective Date, including to the extent invoiced prior to the First Amendment Effective Date, reimbursement or payment of all documented out-of-pocket expenses required to be reimbursed or paid by the Borrower under the Credit Agreement.

The Administrative Agent, the Lenders and L/C Issuerthe Administrative Agent shall have received all fees and other amounts due and payable on or prior to the First Amendment Effective Date, including to the extent invoiced prior to the First Amendment Effective Date, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid bypaid, and all expenses for which invoices have been presented to the Borrower underon or before the Credit Agreement.Amendment Effective Date.

Fees. The Administrative Agent, the Lenders and L/C IssuerAgent shall have received # payment of all fees and other amounts due and payable on or prior to the First Amendment Effective Date, includingDate and # to the extent invoiced prior to the First Amendment Effective Date,invoiced, reimbursement or payment of all reasonable and documented out-of-pocket costs and expenses required to be reimbursed or paid by the New Borrower hereunder or under any other Loan Document, including the Credit Agreement.reasonable fees, charges and disbursements of counsel for the Administrative Agent.

The Administrative Agent, the Lenders and L/C IssuerAgent shall have receivedreceived, or, substantially concurrently herewith shall receive, all fees and other amounts due and payable on or prior to the First Amendment Effective Date, includingincluding, to the extent invoiced at least one (1) Business Day prior to the First Amendment Effective Date, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower underCompany pursuant to the terms of the Amended Credit Agreement.

Fees. The Administrative Agent, the Lenders and L/C Issuerthe Administrative Agent shall have received all fees and other amounts due and payable on or prior to the First Amendment Effective Date, including to the extent invoiced prior to the First Amendment Effective Date, reimbursement or payment of all out-of-pocket expenses required to be reimbursedpaid, and all expenses for which invoices have been presented (including the reasonable fees and expenses of legal counsel), on or before the Effective Date. All such amounts will be paid with proceeds of Loans made on the Effective Date and will be reflected in the funding instructions given by the Borrower underRepresentative to the Credit Agreement.Administrative Agent on or before the Effective Date.

All fees and other amounts due and payable on or priorexpenses required to be paid to the FirstAdministrative Agent pursuant to [Section 10.5] of the Credit Agreement relating to this Amendment Effective Date, including(in the case of legal expenses, to the extent invoiced at least three (3) Business Days prior to the FirstSecond Amendment Effective Date, reimbursement or paymentDate) shall have in each case been paid; provided that any fees, charges and disbursements of alloutside counsel shall be limited to the reasonable and documented out-of-pocket expenses required to be reimbursed or paid byfees, charges and disbursements of one (1) primary counsel for the Borrower under the Credit Agreement.Administrative Agent and ​, taken as a whole.

Borrower shall have receivedpaid all fees and other amountsexpenses due and payableowing to the Lenders, the Administrative Agent and the Sole Lead Arranger on or prior to the First Amendment Effective Date, includingDate pursuant to the extent invoiced priorterms of this Amendment (including, but not limited to, reasonable attorneys’ fees of counsel to the First Amendment Effective Date, reimbursement or payment of all out-of-pocket expenses requiredAdministrative Agent (but limited to be reimbursed or paid byone primary outside counsel for the Borrower under the Credit Agreement.Administrative Agent and Lead Arranger)).