Administrative and Other Fees The Borrower agrees to pay the administrative and other fees of the Administrative Agent as provided in the Fee Letter and as may be otherwise agreed to in writing from time to time by the Borrower and the Administrative Agent.
Rent and Other Payments This paragraph contains detailed commercial terms. ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ .
Fees and Other Charges (a) The Borrower will pay a fee on each outstanding Letter of Credit requested by it, at a per annum rate equal to the Applicable Margin then in effect with respect to Eurocurrency Loans under the Revolving Facility (minus the fronting fee referred to below), on the face amount of such Letter of Credit, which fee shall be shared ratably among the Revolving Lenders and payable quarterly in arrears on each Fee Payment Date after the issuance date; provided that, with respect to any Defaulting Lender, such Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters of Credit during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender except to the extent that such Lender’s ratable share of any letter of credit fee shall otherwise have been due and payable by the Borrower prior to such time; provided further that any Defaulting Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters of Credit shall accrue for the account of the Borrower so long as such Lender shall be a Defaulting Lender. In addition, the Borrower shall pay to each Issuing Lender for its own account a fronting fee on the aggregate face amount of all outstanding Letters of Credit issued by it to the Borrower separately agreed to by the Borrower and such Issuing Lender (but in any event not to exceed 0.25% per annum), payable quarterly in arrears on each Fee Payment Date after the issuance date.
(b) In addition to the foregoing fees, the Borrower shall pay or reimburse each Issuing Lender for costs and expenses agreed by the Borrower and such Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit requested by the Borrower.
COMPENSATION AND OTHER FEES As compensation for the services provided by B▇▇▇▇▇▇ hereunder, the Company agrees to pay to B▇▇▇▇▇▇:
(A) The fees set forth below with respect to the Placement:
1. A cash fee payable immediately upon the closing of the Placement and equal to 7% of the aggregate gross proceeds raised in the Placement. B▇▇▇▇▇▇ may allocate up to 35% of the cash fee to co-placement agents or advisors.
2. Such number of warrants (the “B▇▇▇▇▇▇ Warrants”) to B▇▇▇▇▇▇ or its designees at the Closing to purchase shares of Common Stock equal to 7% of the aggregate number of Shares sold in the Placement, The B▇▇▇▇▇▇ Warrants shall have the same terms as the longer-dated warrants (if any) issued to the Purchasers in the Placement except that the exercise price shall be 125% of the public offering price per share and the expiration date shall be five years from the effective date of the registration statement referred to in Section 2(A) below. The B▇▇▇▇▇▇ Warrants shall not have antidilution protections and shall not be transferable for six months from the date of the Placement, except as permitted by FINRA Rule 5110, and further, the number of Shares underlying the B▇▇▇▇▇▇ Warrants shall be reduced if necessary to comply with FINRA rules or regulations. The issuance of the shares underlying the B▇▇▇▇▇▇ Warrants will be registered on the Registration Statement.
(B) The Company also agrees to pay to B▇▇▇▇▇▇ a non-accountable expense allowance equal to 1% of the aggregate gross proceeds raised in the Placement (provided, however, that such expense cap in no way limits or impairs the indemnification and contribution provisions of this Agreement). Such non-accountable expense allowance shall be payable immediately upon (but only in the event of) the closing of the Placement. The Company shall advance B▇▇▇▇▇▇ the sum of $30,000 as an advance against B▇▇▇▇▇▇’▇ actual outside legal expenses upon execution hereof, provided however, pursuant to Rule 5110(f)(2)(C), B▇▇▇▇▇▇ shall reimburse the Company for any amount of the advance not actually incurred as an expense.
Interest and other amounts Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs, without premium or penalty.