The Lead Arrangers and Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Amendment No. 3 Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses (including the reasonable fees, charges and disbursements of Cahill Gordon & Reindel LLP , counsel to the Administrative Agent) required to be reimbursed or paid by the Borrower on or prior to the Amendment No. 3 Effective Date hereunder or under any other Loan Document.