The Borrower shall have paid, on or prior to the Closing Date, subject to Section 10.3 , without duplication, all costs and expenses (including, to the extent invoiced, payment or reimbursement of all Legal Costs) incurred by the Agent and the Lender in connection with the preparation, execution and delivery of this Agreement, the other Loan Documents and the transactions contemplated hereby and thereby which are required to be paid by the Borrower, provided that such costs and expenses incurred by the Agent and the Lender and reimbursable by the Borrower pursuant to this paragraph (l) shall not exceed $150,000.