(a) The Borrowers agree to pay the Agent on the Closing Date for the ratable benefit of the Lenders, an upfront fee of two percent (2.00%) of the aggregate principal amount of the Loans funded hereunder as of the Closing Date, which such fee shall be earned, due and payable on the Closing Date, and (b) the Borrowers agree to pay the Agent all fees as specified in the agency fee letter (the “ Fee Letter ”) dated as of the Closing Date in the amounts and at the times specified therein.