The Agent shall have received (i) all fees required to be paid to them by the U.S. Borrower mutually agreed prior to the Incremental Amendment No. 2 Effective Date and (ii) all out-of-pocket expenses (including the reasonable documented fees and expenses of external legal counsel) for which invoices have been presented to such U.S. Borrower at least three business days prior to the Incremental Amendment No. 2 Effective Date.