Work Fee. Borrower shall pay Lender, in conjunction with the First Amendment to Loan Agreement dated as of December 28, 2013, a work fee in the amount of $312,500. Please indicate your acceptance of this Pricing Letter by signing in the space indicated below and returning a copy of this letter to the undersigned. Very Truly Yours, U.S. BANK NATIONAL ASSOCIATION By:/s/ Xxxxxxxxxxx X. Doering________ Xxxxxxxxxxx X. Xxxxxxx, Senior Vice President Xxxxx Xxxxxxx & Co. December 28, 2013 Accepted and agreed to by Borrower as of December 28, 2013: XXXXX XXXXXXX & CO. By:/s/ Xxxxxx X. Xxxxxxxxx Xxxxxx X. Xxxxxxxxx, Chief Financial Officer By:/s/ Xxxxxxx X. Xxxxxx
Work Fee. The Borrower will pay to the Lender a work fee equal to $60,000, being 1% of the Loan amount, which will be payable at the earlier of January 23, 2015 and Closing. For greater certainty, the said fee is payable whether or not Closing occurs.
Work Fee. The Ad Hoc Group will be entitled to a fee of 1.0% of the aggregate principal amount of the Notes, which shall be paid in full in cash on the issue date of the Interim New Super Senior Notes (as defined below) (the “Work Fee”), in accordance with the terms of the lock-up agreement. The Work Fee will be paid free and clear of withholding taxes. Early Consent Payment: Each noteholder that validly consents to the Notes Amendments (a “Consenting Noteholder”), accedes to a lock-up agreement by the Early Participation Time and does not withdraw such consent, will be entitled to a pro rata share of an early consent payment of 0.50% of the aggregate principal amount of the Notes, based on such Consenting Noteholder’s outstanding principal amount of the Notes five Business Days prior to the Effective Time, which shall be paid in full in cash within five business days of the Effective Time (the “Early Consent Payment”), in accordance with the terms of the lock-up agreement. The Early Consent Payment will be paid free and clear of withholding taxes. Consent Payment: Each Consenting Noteholder that does not withdraw such consent and that accedes to the lock-up agreement after the Early Participation Time but before the Expiration Time, will be entitled to a pro rata share of a consent payment of 0.50% of the aggregate principal amount of the Notes based on such Consenting Noteholder’s outstanding principal amount of the Notes five Business Days prior to the Effective Time, to be paid in full in cash within five business days of the Effective Time (the “Consent Payment”), in accordance with the terms of the lock-up agreement. For the avoidance of doubt, any Consenting Noteholder entitled to payment of the Early Consent Payment may also be entitled to payment of the Consent Payment. The Consent Payment will be paid free and clear of withholding taxes.
Work Fee. The Bridge Loan Lenders shall have received the Bridge Loan Lender Work Fee concurrently with the closing of the Bridge Loan Lender Exchange.
Work Fee. The Stone Noteholders and any other holders of Stone Notes who exchange their Stone Notes for New Second Lien Notes shall have received the Stone Noteholder Work Fee concurrently with the closing of the Stone Noteholder Exchange.
Work Fee. (a) The Company shall pay the Work Fee to the Original Consenting Noteholders on the Interim NSSN Issue Date in full and in cash, free and clear of all withholding taxes.
Work Fee. In the event that a Borrower has submitted a Liquidation Loan Proposal to Lender pursuant to Section 2.1(f) and Lender has committed pursuant to Section 2.1(f)(ii) to make a Revolving Credit Advance or incur Letter of Credit Obligations on the terms set forth in such Liquidation Loan Proposal (or on other terms proposed by Lender and accepted by such Borrower) and such Borrower (or any Liquidator JV, as applicable) thereafter enters into a Liquidation Sales Agreement but such Borrower, Great American or GAG Inc. elects to fund its (or any of its Affiliates’) obligations (or its pro rata share of the obligations of any Liquidator JV, as applicable) under such Liquidation Sales Agreement without such Revolving Credit Advance or Letter of Credit, then, without waiving any Default or Event of Default which may result (including, without limitation, as a result of any breach of Section 6.15) from such Borrower’s election or any of Lender’s rights or remedies against such Borrower under the Loan Documents or applicable Law (all of which Lender hereby expressly reserves), Borrower shall pay the Work Fee to Lender, which Work Fee shall be deemed fully earned and payable upon the occurrence of such events. A Work Fee constitutes partial consideration for Lender’s work in reviewing the terms of such Liquidation Loan Proposals and shall not relieve a Borrower of any other obligations hereunder to reimburse Lender for any other Lender Expenses or Fees howsoever arising. The Work Fee shall be paid no later than the first day of the next calendar month pursuant to Section 2.4(e), after Borrower (or any Liquidator JV) enters into such Liquidation Sales Agreement and shall be subject to the other terms and conditions of Section 2.4(e).
Work Fee. Borrower shall pay Lender, in conjunction with the Eighth Amendment to the Agreement, dated as of December 11, 2020 (the “Seventh Amendment”), a work fee in the amount of $125,000. Xxxxx Xxxxxxx & Co. December 11, 2020 The payment of the fees set forth above is a condition precedent to the effectiveness of the Eighth Amendment. You agree that, once paid, the fees or any part thereof payable hereunder and under the Agreement shall be fully earned on the date hereof and shall not be refundable under any circumstances. All fees payable hereunder and under the Agreement shall be paid in immediately available funds and shall be in addition to reimbursement of the Lender’s out-of-pocket expenses in accordance with the terms of the Agreement. The Borrower’s obligation to pay the foregoing fees will not be subject to counterclaim or setoff for or be otherwise affected by any claim or dispute the undersigned may have against the Lender. It is understood and agreed that this Pricing Letter shall not constitute or give rise to any obligation to provide any financing; such an obligation will arise only to the extent provided in the Agreement. This Pricing Letter may not be amended or waived except by an instrument in writing signed by the Lender and you. This Pricing Letter shall be governed by, and construed in accordance with, the laws of the State of Minnesota. This Pricing Letter may be executed in any number of counterparts, each of which shall be an original, and all of which, when taken together, shall constitute one agreement. Delivery of an executed signature page of this Pricing Letter by electronic or facsimile transmission shall be effective as delivery of a manually executed counterpart hereof. Xxxxx Xxxxxxx & Co. December 11, 2020 Please indicate your acceptance of this Pricing Letter by signing in the space indicated below and returning a copy of this letter to the undersigned. Very Truly Yours, U.S. BANK NATIONAL ASSOCIATION By: /s/ Xxxxxxxxxxx X. Xxxxxxx Name: Xxxxxxxxxxx X. Xxxxxxx Title: Senior Vice President Xxxxx Xxxxxxx & Co. December 11, 2020 Accepted and agreed to by Borrower as of December 11, 2020: XXXXX XXXXXXX & CO. By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Chief Financial Officer By: /s/ Xxxx X. Xxxxxxxxxxx Name: Xxxx X. Xxxxxxxxxxx
Work Fee. The Parent Borrower shall have paid to the Administrative Agent, for the account of each Consenting Lender, a work fee in the amount of $10,000 for each Consenting Lender that executes and delivers a counterpart of this Amendment on or before 12:00 noon Eastern time on the Effective Date. SECTION 8.
