The Borrower shall have paid to the Administrative Agent and the Lenders (i) the then unpaid balance of all accrued and unpaid Fees due, owing and payable under and pursuant to this Agreement, including, as referred to in Sections 2.19 and Section 2.20, and all reasonable and documented out-of-pocket expenses of the Administrative Agent (including reasonable attorneys’ fees of Milbank, Tweed, Hadley & McCloy LLP) for which invoices have been presented at least one Business Day prior to the Restatement Effective Date and (ii) all “Commitment Fees” accrued under the Existing Credit Agreement (as defined therein) up to but excluding the Restatement Effective Date and any other amounts due and owing to the Lenders or the Administrative Agent by the Borrower under the Existing Credit Agreement.