Payment at Closing. The Borrower shall have paid or made arrangements to pay contemporaneously with closing # to the Administrative Agent, the Arranger and the Lenders the fees set forth or referenced in [Section 5.3] and any other accrued and unpaid fees or commissions due hereunder, # all reasonable fees and out-of-pocket expenses of McGuireWoods LLP, as counsel to the Administrative Agent, to the extent accrued and unpaid prior to or on the Closing Date, plus such additional amounts of such fees and expenses as shall constitute its reasonable estimate of such fees and expenses incurred or to be incurred by it through the closing proceedings and # to any other Person such amount as may be due thereto in connection with the transactions contemplated hereby, including all taxes, fees and other charges in connection with the execution, delivery, recording, filing and registration of any of the Loan Documents.