Receipt by the Administrative Agent and the Lenders of any fees required to be paid on or before the Second Amendment Effective Date including, without limitation, (i) any fees required to be paid on or before the Second Amendment Effective Date pursuant to the TD Bank Fee Letter and (ii) an upfront fee payable to the Administrative Agent for the accounts of each Lender (including TD Bank in its capacity as a Lender), in an amount equal to the sum of (i) 0.15% of the difference between such Lender’s Revolving Commitment amount under the Credit Agreement and such Lender’s Revolving Commitment under the Credit Agreement (after giving effect to this Amendment), (ii) 0.10% of such Lender’s Revolver Commitment under the Credit Agreement (before giving effect to this Amendment) that will rollover and become part of such Lender’s Revolving Commitment under the Credit Agreement and (iii) 0.10% of the outstanding principal balance of the Term Loan held by such Lender . The upfront fee shall be deemed fully earned and shall be due and payable in full on the Second Amendment Effective Date. The Borrowers hereby irrevocably instruct and authorize TD Bank to debit the Borrowers’ deposit account (account number ending in 6051) maintained with TD Bank on the Second Amendment Effective Date in the amount of such upfront fee.