Subordinated Debt Fees. Collectively (i) reasonable and documented fees and expenses of Schulte Roth & Zabel LLP, counsel to SAC, in connection with its -4- representation of SAC in connection with the Subordinated Documents, except for fees and expenses of any consultants hired by Schulte Roth & Zabel LLP, (ii) reasonable and documented fees and expenses of consultants engaged by SAC in connection with its duties as agent under the Subordinated Documents in an amount not to exceed $100,000 in the
... aggregate in any calendar year, (iii) reasonable and documented fees and expenses of SAC in connection with the execution of the Subordinated Agreement in an amount not to exceed $250,000, (iv) reasonable and documented fees and expenses of SAC in connection with the closing of the Subordinated Agreement, which together with amounts expended pursuant to clause (iii) above shall not to exceed $750,000 in the aggregate, and (v) any Registration Delay Payments (as defined in the Registration Rights Agreement as in effect on the date hereof) required to be paid pursuant to Section 2(f) of the Registration Rights Agreement as in effect as of the date hereof plus any amounts required to be paid as a result of a Conversion Failure (as defined in each Note as in effect on the date hereof) pursuant to Section 3(c)(ii) of each Note as in effect as of the date hereof plus any amounts required to be paid as a result of a failure to timely exercise the Warrants (as defined in the Amended Securities Purchase Agreement as in effect on the date hereof) set forth in Section 1(c) of each such Warrant as of the date hereof in an amount not to exceed $250,000 in the aggregate in any calendar year. Any "Subordinated Debt Fee" (as defined in the Original Subordination Agreement) paid pursuant to the terms of the Original Subordination Agreement shall reduce, dollar for dollar, the Subordinated Debt Fee permitted to be paid hereunder.
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