The Administrative Agent, the Co-Collateral Agents, the Arrangers and the Lenders shall have received the fees (including reasonable fees, disbursements and other charges of counsel to the Agents) to be received on the Restatement Effective Date referred to herein and in the Fee Letter and, to the extent invoiced at least two Business Days prior to the Restatement Effective Date (or such lesser time as agreed by the U.S. Borrower) all reasonable out-of-pocket costs and expenses incurred by the Agents and the Lead Arranger in connection with the negotiation of the Loan Documents and due diligence with respect thereto.