The Borrower shall have (A) paid to the Administrative Agent and Lead Arranger, each for its own account, the fees required to be paid by it on the Closing Date, including those set forth in the Fee Letters, (B) paid to the Lenders the fees agreed by the Borrower to be paid to them on the Closing Date, and (C) paid or caused to be paid all reasonable fees and expenses of the Administrative Agent and of special counsel to the Administrative Agent that have been invoiced on or prior to the Closing Date in connection with the preparation, negotiation, execution and delivery of this Agreement and the other Loan Documents and the consummation of the transactions contemplated hereby and thereby.