(i) The Agent shall have received the fees to be paid on the Closing Date set forth in the Fee Letter; (ii) the Lenders shall have received the fees to be paid on the Closing Date set forth in the Fee Letter; and (iii) all reasonable and documented out-of-pocket expenses of the Agent and Security Trustees (including the reasonable and documented fees, disbursements and other charges of counsel (which shall be limited to the reasonable and documented out-of-pocket legal fees and expenses of Holland & Knight LLP, U.S. counsel to the Agent and Security Trustees, Norton Rose Fulbright, foreign counsel to the Agent and Security Trustees, and, if necessary, of one local counsel in each other relevant jurisdiction) for which invoices have been presented at least three (3) Business Days prior to the Closing Date shall have been paid.