The Amendment No. 3 Joint Lead Arrangers and Administrative Agent shall have received all Fees and other amounts due and payable on or prior to the Restatement Effective Closing Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses (including the legal fees and expenses of Cahill Gordon & Reindel LLP, special counsel to the Agent, and the fees and expenses of any local counsel, foreign counsel, appraisers, consultants and other advisors) required to be reimbursed or paid by the Company hereunder or under any other Loan Credit Document.