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.

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], including the Fee Letter, and any other accrued and unpaid fees or commissions due hereunder, # all reasonable fees and out-of-pocket expensesdocumented fees, charges and disbursements of McGuireWoods LLP, as counsel to the Administrative Agent,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 feesfees, charges and expensesdisbursements as shall constitute its reasonable estimate of such feesfees, charges and expensesdisbursements 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 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.

Fees. The Borrower shall have paid or made arrangements# all fees required to pay contemporaneously with closingbe paid by it on the Closing Date described in the Fee Letter, # all fees payable to the Administrative Agent,Lenders on the ArrangerClosing Date agreed to by the Borrower on or prior to the Closing Date, 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, asthe Administrative Agent and of special counsel to the Administrative Agent,Agent that have been invoiced on or prior to three (3) days prior 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 theretoDate in connection with the preparation, execution and delivery of this Agreement and the other Loan Documents and the consummation of the transactions contemplated hereby, including all taxes, feeshereby and other charges in connection with the execution, delivery, recording, filing and registration of any of the Loan Documents.thereby.

Unless waived by the Administrative Agent, the Borrower shall have paid or made arrangements to pay contemporaneously with closing # to the Administrative Agent, the Arrangerall fees, charges 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 expensesdisbursements of McGuireWoods LLP, as counsel to the Administrative Agent,Agent (directly to such counsel if requested by the Administrative Agent) to the extent accrued and unpaidinvoiced prior to or on the Closing Date, plus such additional amounts of such feesfees, charges and expensesdisbursements as shall constitute its reasonable estimate of such feesfees, charges and expensesdisbursements 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 # 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.Administrative Agent).

The Borrower shall have paid or made arrangements to pay contemporaneously with closing # to the Administrative Agent, the Arrangerall fees, charges 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 expensesdisbursements of McGuireWoods LLP, as counsel to the Administrative Agent,Agent and the Arrangers to the extent accrued and unpaidinvoiced at least three Business Days prior to or on the Closing Date, plus such additional amounts of such feesfees, charges and expensesdisbursements of counsel to the Administrative Agent and the Arrangers as shall constitute its reasonable estimate of such feesfees, charges and expensesdisbursements 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 # 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.Administrative Agent) .

Unless waived by 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, #Borrowers shall have paid all reasonable feesfees, charges and out-of-pocket expensesdisbursements of McGuireWoods LLP, as counsel to the Administrative Agent,Agent to the extent accrued and unpaidinvoiced prior to or on the Closing Date, plus such additional amounts of such feesfees, charges and expensesdisbursements as shall constitute itstheir reasonable estimate of such feesfees, charges and expensesdisbursements 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 Borrowers 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.Administrative Agent).

Unless waived by the Administrative Agent, the Borrower shall have paid or made arrangements to pay contemporaneously with closing # to the Administrative Agent, the Arrangerall fees, charges 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 expensesdisbursements of McGuireWoods LLP, as counsel to the Administrative Agent,Agent (directly to such counsel if requested by the Administrative Agent) to the extent accrued and unpaidinvoiced prior to or on the Closing Date, plus such additional amounts of such feesfees, charges and expensesdisbursements as shall constitute its reasonable estimate of such feesfees, charges and expensesdisbursements 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 # 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.Administrative Agent).

the Borrower shall have paid or made arrangementsall fees required to pay contemporaneously with closing #be paid by it on the Closing Date, including all fees required hereunder and any fees owed to the Administrative Agent, the ArrangerLead Arranger, and the LendersLenders, and shall have reimbursed the fees set forth or referenced in [Section 5.3]Administrative Agent for all fees, costs 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,hereunder and under the other Loan Documents, including all taxes, feesthe reasonable legal, audit and other charges in connection withdocument preparation costs incurred by the execution, delivery, recording, filing and registration of any of the Loan Documents.Administrative Agent;

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 made arrangements to pay contemporaneously with closing #prior to the Administrative Agent,Closing Date, as well as the Arrangerreasonable fees, disbursements 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 expensescharges 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 theretoAgent in connection with the transactions contemplated hereby, including all taxes, fees and other charges in connection withTransactions to the execution, delivery, recording, filing and registration of any ofextent invoiced on or prior to the Loan Documents.Closing Date.

Unless waived by the Administrative Agent, ​ shall have paid or made arrangementsall fees, charges and disbursements of counsel (directly to pay contemporaneously with closing #such counsel if requested by the Administrative Agent) 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,Agent to the extent accrued and unpaidinvoiced prior to or on the Closing Date, plus such additional amounts of such feesfees, charges and expensesdisbursements as shall constitute its reasonable estimate of such feesfees, charges and expensesdisbursements 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 ​ 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.Administrative Agent).