AGENCY AND STRUCTURING FEES. In consideration of the Agent acting as agent hereunder, the Borrower shall pay to the Agent on the initial Borrowing Date an agency fee and structuring fee as may be agreed upon between the Borrower and the Agent.
AGENCY AND STRUCTURING FEES Sample Clauses
Related to AGENCY AND STRUCTURING FEES
Structuring Fee In consideration for the time, effort and expense involved in the preparation, negotiation and execution of this Agreement, at the time of the execution and delivery of this Agreement by the Company and Prudential, the Company will pay to Prudential in immediately available funds a fee (the “Structuring Fee”) in the amount of $25,000.
Agency Service Fee As a condition of employment during the term of this Agreement, every member of the bargaining unit who is not also a member of the Association shall pay or by payroll deduction shall have paid to the said Association an agency service fee that shall be one hundred percent (100%) of the then current rate of dues payable by a member of the said Association; provided, however, that no such payment or deduction shall include any amount that represents a cost not related by the provisions of Section 3 of Article IX of the Rules and Regulations Relating to the Administration of Chapter 150E of the General Laws as such rules and regulations have been promulgated, and as they may be amended from time to time by the Department of Labor Relations (DLR). Such fee so required to be paid shall be payable on or after the thirtieth (30th) day next following the beginning of employment of such member of the bargaining unit or on or after the thirtieth (30th) day next following the effective date of this Agreement, whichever shall be later. Such fee may be paid by payroll deduction if so authorized pursuant to an Agency Service Fee Deduction Authorization; provided, however, that such authorization shall be deemed to have effect only with respect to such sum as is herein provided. Any other provisions of this Agreement to the contrary notwithstanding, every unit member who shall have failed to fulfill the condition of employment as is herein prescribed shall be subject to immediate dismissal and shall be so dismissed by the Employer with effect no later than the end of the semester during which the Employer shall have acted to dismiss the unit member in accordance with the provisions of this Article; provided, however, that such dismissal shall be effected by notice promptly issued by the Employer or its designee to such unit member after the Association shall have notified the President that such unit member has not fulfilled the condition herein prescribed. The said notice shall be sent by registered mail, return receipt requested, and shall give such unit member fourteen (14) days from the date of its receipt to fulfill the said condition. Within the said fourteen (14) days, the Employer or its designees shall grant such unit member such opportunity to respond to the said notice as the Employer may from time to time prescribe for the purposes of this provision. Whenever such unit member shall not have fulfilled the condition herein prescribed within the said fourteen (14) days, the Employer shall act to dismiss the unit member at its meeting next following the expiration of the said fourteen (14) days; provided, however, that the Employer need not so act if such unit member fulfills the said condition prior to the date of such meeting. The Association shall reimburse the Employer for any expenses incurred as a result of being ordered to reinstate an employee terminated at the request of the Association for not paying the agency fee. The Association shall intervene in and defend any administrative or court litigation with respect to any unit member's refusal or failure to pay the agency service fee, including, but not limited to, actions or claims arising from an employee's termination or dismissal. In such litigation, the Employer shall have no obligation to defend the Association and the Association shall indemnify and hold the Employer harmless from any loss occasioned by such litigation. Any unit member who pays an agency service fee may on request obtain a rebate of part of that unit member’s agency service fee in accordance with General Laws, Chapter 150E, Section 12, and Association procedures.
Monitoring Fee The Owners agree to pay the Council’s costs and expenses incurred or to be to be incurred by the Council in the administration and monitoring of the provisions of his Agreement in the sum of £400.00 such sum to be paid to the Council on the Effective Date
Agent and Arranger Fees The Borrowers jointly and severally agree to pay to the Administrative Agent and the Arranger, for their respective accounts, the fees agreed to by the Borrowers, the Administrative Agent and the Arranger pursuant to that certain letter agreement dated March 26, 2008, or as otherwise agreed from time to time.
Agent's Fee The Borrower shall pay to the Agent for its own account fees in the amounts and at the times previously agreed upon between the Borrower and the Agent.
Fronting Fee and Documentary and Processing Charges Payable to L/C Issuer The Borrower shall pay directly to the L/C Issuer for its own account a fronting fee with respect to each Letter of Credit, at the rate per annum specified in the Fee Letter, computed on the daily amount available to be drawn under such Letter of Credit on a quarterly basis in arrears. Such fronting fee shall be due and payable on the tenth Business Day after the end of each March, June, September and December in respect of the most recently-ended quarterly period (or portion thereof, in the case of the first payment), commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.06. In addition, the Borrower shall pay directly to the L/C Issuer for its own account the customary issuance, presentation, amendment and other processing fees, and other standard costs and charges, of the L/C Issuer relating to letters of credit as from time to time in effect. Such customary fees and standard costs and charges are due and payable on demand and are nonrefundable.
Investment Management Fee For services provided under subparagraph (b) of paragraph 1 of this Agreement, the Advisor agrees to pay the Sub-Advisor a monthly Investment Management Fee. The Investment Management Fee shall be equal to: (i) 50% of the monthly management fee rate (including performance adjustments, if any) that the Portfolio is obligated to pay the Advisor under its Management Contract with the Advisor, multiplied by: (ii) the fraction equal to the net assets of the Portfolio as to which the Sub-Advisor shall have provided investment management services divided by the net assets of the Portfolio for that month. If in any fiscal year the aggregate expenses of the Portfolio exceed any applicable expense limitation imposed by any state or federal securities laws or regulations, and the Advisor waives all or a portion of its management fee or reimburses the Portfolio for expenses to the extent required to satisfy such limitation, the Investment Management Fee paid to the Sub-Advisor will be reduced by 50% of the amount of such waivers or reimbursements multiplied by the fraction determined in (ii). If the Sub-Advisor reduces its fees to reflect such waivers or reimbursements and the Advisor subsequently recovers all or any portion of such waivers and reimbursements, then the Sub-Advisor shall be entitled to receive from the Advisor a proportionate share of the amount recovered. To the extent that waivers and reimbursements by the Advisor required by such limitations are in excess of the Advisor's management fee, the Investment Management Fee paid to the Sub-Advisor will be reduced to zero for that month, but in no event shall the Sub-Advisor be required to reimburse the Advisor for all or a portion of such excess reimbursements.
Provisions Relating to Securitization (a) For so long as Citi or an Affiliate of Citi (the “Initial Note A-1 Holder”) is the owner of Note A-1, the Initial Note A-1 Holder shall have the right, subject to the terms of the Mortgage Loan Documents, to cause the Borrower to execute amended and restated notes or additional notes (in either case “New A-1 Notes”) reallocating the principal of Note A-1 among other New A-1 Notes; reducing the Mortgage Interest Rates of such New A-1 Notes or severing the Note A-1 into one or more further “component” notes in the aggregate principal amount equal to the then outstanding principal balance of Note A-1, provided that (i) the aggregate principal balance of the New A-1 Notes following such amendments is no greater than the principal balance of Note A-1 prior to such amendments, (ii) all New A-1 Notes continue to have the same or a lower interest rate as the Note A-1 prior to such amendments, (iii) all New A-1 Notes pay pro rata and on a pari passu basis and such reallocated or component notes shall be automatically subject to the terms of this Agreement and (iv) the Initial Note A-1 Holder holding the New A-1 Notes shall notify the parties to the Note A-2 PSA (if the Note A-2 PSA is different from the Note A-1 PSA), the Note A-3 PSA, the Note A-4A PSA and the Note A-4B PSA in writing of such modified allocations and principal amounts. In connection with the foregoing, (1) the Master Servicer is hereby authorized to execute amendments to the Loan Agreement and this Agreement (or to amend and restate the Loan Agreement and this Agreement) on behalf of any or all of the Holders solely for the purpose of reflecting such reallocation of principal, any reduction of Mortgage Interest Rates or such severing of Note A-1, (2) if Note A-1 is severed into “component” notes, such component notes shall each have their same rights as the respective original Note and (3) the definition of the term “Securitization” and all of the related defined terms may be amended (and new terms added, as necessary) to reflect the New A-1 Notes. Rating Agency Confirmation shall not be required for any amendments to this Agreement required to facilitate the terms of this paragraph 18(a). (b) For so long as Ladder or an Affiliate of Ladder (the “Initial Note A-2 Holder”) is the owner of Note A-2, the Initial Note A-2 Holder shall have the right, subject to the terms of the Mortgage Loan Documents, to cause the Borrower to execute amended and restated notes or additional notes (in either case “New A-2 Notes”) reallocating the principal of Note A-2 among other New A-2 Notes; reducing the Mortgage Interest Rates of such New A-2 Notes or severing the Note A-2 into one or more further “component” notes in the aggregate principal amount equal to the then outstanding principal balance of Note A-2, provided that (i) the aggregate principal balance of the New A-2 Notes following such amendments is no greater than the principal balance of Note A-2 prior to such amendments, (ii) all New A-2 Notes continue to have the same or a lower interest rate as the Note A-2 prior to such amendments, (iii) all New A-2 Notes pay pro rata and on a pari passu basis and such reallocated or component notes shall be automatically subject to the terms of this Agreement and (iv) the Initial Note A-2 Holder holding the New A-2 Notes shall notify the parties to the Note A-1 PSA, the Note A-3 PSA, the Note A-4A PSA and the Note A-4B PSA in writing of such modified allocations and principal amounts. In connection with the foregoing, (1) the Master Servicer is hereby authorized to execute amendments to the Loan Agreement and this Agreement (or to amend and restate the Loan Agreement and this Agreement) on behalf of any or all of the Holders solely for the purpose of reflecting such reallocation of principal, any reduction of Mortgage Interest Rates or such severing of Note A-2, (2) if Note A-2 is severed into “component” notes, such component notes shall each have their same rights as the respective original Note and (3) the definition of the term “Securitization” and all of the related defined terms may be amended (and new terms added, as necessary) to reflect the New A-2 Notes. Rating Agency Confirmation shall not be required for any amendments to this Agreement required to facilitate the terms of this paragraph 18(b). (c) For so long as Citi or an Affiliate of Citi (the “Initial Note A-3 Holder”) is the owner of Note A-3, the Initial Note A-3 Holder shall have the right, subject to the terms of the Mortgage Loan Documents, to cause the Borrower to execute amended and restated notes or additional notes (in either case “New A-3 Notes”) reallocating the principal of Note A-3 among other New A-3 Notes; reducing the Mortgage Interest Rates of such New A-3 Notes or severing the Note A-3 into one or more further “component” notes in the aggregate principal amount equal to the then outstanding principal balance of Note A-3, provided that (i) the aggregate principal balance of the New A-3 Notes following such amendments is no greater than the principal balance of Note A-3 prior to such amendments, (ii) all New A-3 Notes continue to have the same or a lower interest rate as the Note A-3 prior to such amendments, (iii) all New A-3 Notes pay pro rata and on a pari passu basis and such reallocated or component notes shall be automatically subject to the terms of this Agreement and (iv) the Initial Note A-3 Holder holding the New A-3 Notes shall notify the parties to the Note A-1 PSA, the Note A-2 PSA, the Note A-4A PSA and the Note A-4B PSA in writing of such modified allocations and principal amounts. In connection with the foregoing, (1) the Master Servicer is hereby authorized to execute amendments to the Loan Agreement and this Agreement (or to amend and restate the Loan Agreement and this Agreement) on behalf of any or all of the Holders solely for the purpose of reflecting such reallocation of principal, any reduction of Mortgage Interest Rates or such severing of Note A-3, (2) if Note A-3 is severed into “component” notes, such component notes shall each have their same rights as the respective original Note and (3) the definition of the term “Securitization” and all of the related defined terms may be amended (and new terms added, as necessary) to reflect the New A-3 Notes. Rating Agency Confirmation shall not be required for any amendments to this Agreement required to facilitate the terms of this paragraph 18(c). (d) For so long as Ladder or an Affiliate of Ladder (the “Initial Note A-4A Holder”) is the owner of Note A-4A, the Initial Note A-4A Holder shall have the right, subject to the terms of the Mortgage Loan Documents, to cause the Borrower to execute amended and restated notes or additional notes (in either case “New A-4A Notes”) reallocating the principal of Note A-4A among other New A-4A Notes; reducing the Mortgage Interest Rates of such New A-4A Notes or severing the Note A-4A into one or more further “component” notes in the aggregate principal amount equal to the then outstanding principal balance of Note A-4A, provided that (i) the aggregate principal balance of the New A-4A Notes following such amendments is no greater than the principal balance of Note A-4A prior to such amendments, (ii) all New A-4A Notes continue to have the same or a lower interest rate as the Note A-4A prior to such amendments, (iii) all New A-4A Notes pay pro rata and on a pari passu basis and such reallocated or component notes shall be automatically subject to the terms of this Agreement and (iv) the Initial Note A-4A Holder holding the New A-4A Notes shall notify the parties to the Note A-1 PSA, the Note A-2 PSA, the Note A-3 PSA and the Note A-4B PSA in writing of such modified allocations and principal amounts. In connection with the foregoing, (1) the Master Servicer is hereby authorized to execute amendments to the Loan Agreement and this Agreement (or to amend and restate the Loan Agreement and this Agreement) on behalf of any or all of the Holders solely for the purpose of reflecting such reallocation of principal, any reduction of Mortgage Interest Rates or such severing of Note A-4A, (2) if Note A-4A is severed into “component” notes, such component notes shall each have their same rights as the respective original Note and (3) the definition of the term “Securitization” and all of the related defined terms may be amended (and new terms added, as necessary) to reflect the New A-4A Notes. Rating Agency Confirmation shall not be required for any amendments to this Agreement required to facilitate the terms of this paragraph 18(d).
Agency Fee The Borrower shall pay to the Agent (for its own account) an agency fee in the amount and at the times agreed in a Fee Letter.
Agency Cross Transactions From time to time, the Advisor or brokers or dealers affiliated with it may find themselves in a position to buy for certain of their brokerage clients (each an "Account") securities which the Advisor's investment advisory clients wish to sell, and to sell for certain of their brokerage clients securities which advisory clients wish to buy. Where one of the parties is an advisory client, the Advisor or the affiliated broker or dealer cannot participate in this type of transaction (known as a cross transaction) on behalf of an advisory client and retain commissions from one or both parties to the transaction without the advisory client's consent. This is because in a situation where the Advisor is making the investment decision (as opposed to a brokerage client who makes his own investment decisions), and the Advisor or an affiliate is receiving commissions from both sides of the transaction, there is a potential conflicting division of loyalties and responsibilities on the Advisor's part regarding the advisory client. The Securities and Exchange Commission has adopted a rule under the Investment Advisers Act of 1940, as amended, which permits the Advisor or its affiliates to participate on behalf of an Account in agency cross transactions if the advisory client has given written consent in advance. By execution of this Agreement, the Trust authorizes the Advisor or its affiliates to participate in agency cross transactions involving an Account. The Trust may revoke its consent at any time by written notice to the Advisor.
