Borrower shall pay to (i) Lenders the fees set forth on Schedule 2.12 attached hereto and (ii) the Agent and Lenders the fees referenced on Schedule 2.12 attached hereto (in accordance with the provisions thereof) and/or separately agreed upon in writing between Borrower, the Agent and applicable Lenders (including, without limitation, as set forth in the Agent Fee Letter). Such fees shall be fully earned and irrevocable when paid and shall not be refundable for any reason whatsoever.