The Administrative Agent shall have received (x) all accrued and unpaid interest on all Loans, all accrued Commitment Fees, all other fees required to be paid hereunder, and all fees and expenses for which reasonably detailed invoices have been presented (including the reasonable fees and expenses of legal counsel), on or before the Amendment No. 3 Closing Date and (y) for the account of each Amendment No. 3 Consenting Lender that is a Term Lender, a consent fee equal to 0.125% of the aggregate principal amount of the Term Loans of such Term Lender as determined immediately prior to the occurrence of the Amendment No. 3 Closing Date.