All fees required to be paid on the Closing Date pursuant to the fee letter (the “ Fee Letter ”) previously agreed in writing between the Administrative Agent, J.P. Morgan Chase Bank, N.A., and the Borrower and reasonable out-of-pocket expenses required to be paid on the Closing Date, to the extent invoiced at least three business days prior to the Closing Date (except as otherwise reasonably agreed by the Borrower), shall, upon the initial Borrowings hereunder, have been, or will be substantially simultaneously, paid.