The Company shall have paid, or will substantially simultaneously with the initial borrowing under the ABL Facility and the release of the Term Loan proceeds to the Company or the Escrow Borrower from the Escrow Account pay, all fees and reasonable expenses (including, without limitation, legal fees and expenses) of the Arrangers, the ABL Facility Administrative Agent, the ABL Facility Collateral Agent and the Lenders as and to the extent required pursuant to the terms of this Commitment Letter or the Fee Letter.