Fees and Expenses. Substantially contemporaneously with the making of the Loans to be made on the Closing Date, the Borrowers shall have paid all fees and expenses that under the terms hereof are due and payable on or prior to the Closing Date, as well as the reasonable fees, disbursements and other charges of counsel to the Administrative Agent in connection with the Transactions to the extent invoiced on or prior to the Closing Date.

Fees. The Borrower shall have paid # all fees required to be madepaid by it on the Closing Date,Date described in the Borrowers shall have paidFee Letter, # all fees and expenses that underpayable to the terms hereof are due and payableLenders on the Closing Date agreed to by the Borrower on or prior to the Closing Date, as well asand # all reasonable fees and expenses of the reasonable fees, disbursementsAdministrative Agent and other charges of special counsel to the Administrative Agent in connection with the Transactions to the extentthat have been invoiced on or prior to three (3) days prior to the Closing Date.Date in connection with the preparation, execution and delivery of this Agreement and the other Loan Documents and the consummation of the transactions contemplated hereby and thereby.

Unless waived by the making of the Loans to be made on the Closing Date,Administrative Agent, the Borrowers shall have paid all fees and expenses that under the terms hereof are due and payable on or prior to the Closing Date, as well as the reasonable fees, disbursementscharges and other chargesdisbursements of counsel to the Administrative Agent in connection with the Transactions to the extent invoiced on or prior to or on the Closing Date.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 proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrowers and the Administrative Agent).

The Borrower shall have paid all fees and reasonable expenses thatof the Administrative Agent and ​ required hereunder or under the terms hereof are due and payableany other Loan Document to be paid on or prior to the Closing Date, as well as theDate (including reasonable fees, disbursementsfees and other chargesexpenses of counsel to the Administrative Agentcounsel) in connection with this Agreement and the Transactions to the extent invoiced on or prior to the Closing Date.other Loan Documents.

Payment at Closing. The Borrower shall have paid all fees and expenses that under the terms hereof are due and payable on or priormade arrangements to pay contemporaneously with closing # to the Closing Date, as well asAdministrative Agent, the Arranger and ​ the fees set forth or referenced in [Section 5.3], including the Fee Letter, and any other accrued and unpaid fees or commissions due hereunder, # all reasonable and documented fees, disbursementscharges and other chargesdisbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent accrued and unpaid 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 Borrower and the Administrative Agent) and # to any other Person such amount as may be due thereto in connection with the Transactions totransactions contemplated hereby, including all taxes, fees and other charges in connection with the extent invoiced on or prior toexecution, delivery, recording, filing and registration of any of the Closing Date.Loan Documents.

the making of the Loans to be made on the Closing Date, the BorrowersBorrower shall have paid all fees and expenses that under the terms hereof are due and payablerequired to be paid by it on or prior to the Closing Date, as well as the reasonable fees, disbursementsincluding all fees required hereunder and other charges of counselany fees owed to the Administrative Agent, the Lead Arranger, and the Lenders, and shall have reimbursed the Administrative Agent in connection withfor all fees, costs and expenses of closing the Transactions totransactions contemplated hereunder and under the extent invoiced on or prior toother Loan Documents, including the Closing Date.reasonable legal, audit and other document preparation costs incurred by the Administrative Agent;

Unless waived by the making ofAdministrative Agent, the Loans to be made on the Closing Date, the BorrowersBorrower shall have paid all feesfees, charges and expenses that under the terms hereof are due and payable on or prior to the Closing Date, as well as the reasonable fees, disbursements and other charges of counsel to the Administrative Agent in connection with(directly to such counsel if requested by the TransactionsAdministrative Agent) to the extent invoiced on or prior to or on the Closing Date.Date, plus such additional amounts of fees, charges and disbursements as shall constitute its reasonable estimate of 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).

The Borrower shall have paid all fees, costs and Expenses. Substantially contemporaneously with the making of the Loansexpenses required to be madepaid by it on the Closing Date, including all fees required hereunder and under the BorrowersFee Letter, and shall have paidreimbursed each Lender and the Administrative Agent for all fees, costs and expenses of closing the transactions contemplated hereunder and under the other Basic Documents, including the fees and expenses that under the terms hereof are dueof Chapman and payable on or prior to the Closing Date, as well as the reasonable fees, disbursements and other charges of counsel to the Administrative Agent in connection with the Transactions to the extent invoiced on or prior to the Closing Date.Cutler LLP.

Unless waived by the making ofAdministrative Agent, the Loans to be made on the Closing Date, the BorrowersBorrower shall have paid all feesfees, charges and expenses that under the terms hereof are due and payable on or prior to the Closing Date, as well as the reasonable fees, disbursements and other charges of counsel to the Administrative Agent in connection with(directly to such counsel if requested by the TransactionsAdministrative Agent) to the extent invoiced on or prior to or on the Closing Date.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).

The Borrower shall have paid all feesfees, charges and expenses that under the terms hereof are due and payable on or prior to the Closing Date, as well as the reasonable fees, disbursements and other charges of counsel to the Administrative Agent in connection withand the TransactionsArrangers to the extent invoiced on orat least three Business Days prior to or on the Closing Date.Date, plus such additional amounts of fees, charges and disbursements of counsel to the Administrative Agent and the Arrangers as shall constitute its reasonable estimate of fees, charges and disbursements of counsel to the Administrative Agent incurred or to be incurred by it through the closing proceedings 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 Borrower and the Administrative Agent) .