The Administrative Agent shall have received all fees and other amounts due and payable pursuant to fee letters between the Borrower and the Joint Bookrunners in respect of this Agreement on or prior to the Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses (including reasonable out-of-pocket fees, charges and disbursements of counsel) required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document.