The Borrower shall have paid, or will substantially simultaneously with the initial borrowing under the Initial Term Loans pay, all fees and reasonable expenses (including, without limitation, legal fees and expenses) of the Administrative Agent and the Lenders as and to the extent (a) required to be paid by the Borrower and (b) invoiced to the Borrower at least two business days prior to the Effective Date (which amounts may be offset against the proceeds of the Initial Term Loans).