The fees and expenses set forth in the Amended and Restated Engagement Letter dated as of April 6, 2017, among Holdings, the U.S. Borrower and the Amendment No. 1 Lead Arrangers, and the Fee Letter referred to therein that are required to be paid on or prior to the Amendment No. 1 Effective Date shall have been paid (including, without limitation, the reasonable and documented fees and out-of-pocket expenses of counsel for such Amendment No. 1 Lead Arrangers and the Administrative Agent with respect thereto).