The U.S. Borrower shall have paid all fees and reasonable expenses (including, without limitation, legal fees and expenses) of the Arrangers, the Administrative Agent and the Lenders as and to the extent (1) required pursuant to the terms of the Commitment Letter and that certain amended and restated fee letter, dated November 20, 2012, between the Arrangers, the Bookrunners and the U.S. Borrower and (2) invoiced to the U.S. Borrower at least two Business Days prior to the Closing Date.