Administrative Agent shall have received (a) all expenses payable pursuant to any Loan Document which have accrued to the applicable Credit Date and (b) all fees, amounts and expenses payable by the Obligors to Lenders, the Agents, and their respective counsel, advisors and other consultants that are then due and payable under the Loan Documents. Obligors shall have paid all fees, amounts and expenses required to be paid under the Material Underlying Financing Documents.