The Reporting Company shall have paid or caused to be paid, or shall substantially simultaneously pay or cause to be paid, in full (i) all fees and other amounts due and payable by the Reporting Company or any other Loan Party to the Lead Left Arranger, the Administrative Agent and the Lenders under the Loan Documents and (ii) all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent), in each case to the extent invoiced prior to or on the Second Amendment Effective Date (and all such payments may be made with the case proceeds of the Term B-2 Loans to be made on the Second Amendment Effective Date and/or other funds available to the Borrowers).