Common use of Additional Fee Clause in Contracts

Additional Fee. If FHC shall pay to the Company the breakup fee (the "Breakup Fee") as described in Section 7.3 of the Purchase Agreement in accordance with Section 7.3 of the Purchase Agreement, then the Company shall pay to each Purchaser or its designee promptly following the Company's receipt of the Breakup Fee, an amount equal to the product of (x) the Breakup Fee and (y) a fraction, the numerator of which is equal to the sum of (i) the number of shares of Common Stock set forth opposite such Purchaser's name on Exhibit A-1 hereto under the heading "Maximum Number of Shares" plus (ii) the number of shares of Common Stock issuable, as of the date the Breakup Fee is paid to the Company, to such Purchaser upon the exercise of the number of Warrants set forth opposite such Purchaser's name on Exhibit A-2 hereto (which, in the case of Cap Z, shall also include the Warrants set forth opposite ZCIL's name on such Exhibit), and the denominator of which is the number of outstanding shares of Common Stock on a fully-diluted basis on the date the Breakup Fee is paid to the Company, assuming the issuance to the Purchasers of the maximum number of shares of Common Stock issuable hereunder as if the purchase by the Purchasers contemplated hereunder shall have occurred (notwithstanding that no such purchases shall have taken place) and the exercise, as of the date of such payment, of all of the Warrants issuable hereunder into the aggregate number of Shares of Common Stock issuable thereunder as of the date the Breakup Fee is paid to the Company. Notwithstanding the provisions of Section 6.4 hereof, this Section 1.6 shall survive the termination of this Agreement.

Additional Fee. If FHC The Borrower shall pay to the Company Administrative Agent for the breakup account of each Lender that, not later than the close of business New York City time on the date hereof, shall have executed a counterpart of this Agreement and delivered the same to the Administrative Agent (each, a “Consenting Lender”), a fee (the "Breakup Fee") as described in Section 7.3 of the Purchase Agreement in accordance with Section 7.3 of the Purchase Agreement, then the Company shall pay to each Purchaser or its designee promptly following the Company's receipt of the Breakup Fee, an amount equal to 2% of the product Commitments of such Consenting Lender (collectively for all Consenting Lenders, the “Waiver Fee”), which fee shall be fully earned on the date hereof and shall be due and payable on the earlier to occur of (x) the Breakup Fee date on which the waivers extended pursuant to Section 2 hereof expire as provided in said Section or, if such waivers are extended by the Administrative Agent on behalf of the Required Lenders pursuant to a subsequent waiver, as provided in such subsequent waiver, and (y) a fractionSeptember 18, 2009 (such earlier date, the numerator “Waiver Expiration Date”); provided that the Waiver Fee shall be deemed waived and shall not be payable if (a) on or before the Waiver Expiration Date, all principal of which is equal and interest on the Loans and other amounts due and payable to the sum of (i) the number of shares of Common Stock set forth opposite such Purchaser's name on Exhibit A-1 hereto Lenders under the heading "Maximum Number of Shares" plus Loan Documents shall have been paid in full and the Commitments shall have terminated, (iib) on or before the number of shares of Common Stock issuableWaiver Expiration Date, as Tranche Holdings, LLC or its designee shall have purchased the Loans and assumed the Commitments in full pursuant to a Master Assignment and Assumption in form and substance satisfactory to the Administrative Agent and the Lenders, or (c) prior to the payment of the date the Breakup Fee is paid to the CompanyWaiver Fee, to such Purchaser upon the exercise Consenting Lenders having Commitments representing at least a majority of the number of Warrants set forth opposite such Purchaser's name on Exhibit A-2 hereto (which, in the case of Cap Z, shall also include the Warrants set forth opposite ZCIL's name on such Exhibit), and the denominator of which is the number of outstanding shares of Common Stock on a fully-diluted basis on the date the Breakup Fee is paid to the Company, assuming the issuance to the Purchasers of the maximum number of shares of Common Stock issuable hereunder as if the purchase by the Purchasers contemplated hereunder shall have occurred (notwithstanding that no such purchases shall have taken place) and the exercise, as of the date of such payment, Commitments of all of the Warrants issuable hereunder into the aggregate number of Shares of Common Stock issuable thereunder as of the date the Breakup Fee is paid to the Company. Notwithstanding the provisions of Section 6.4 hereof, this Section 1.6 Consenting Lenders shall survive the termination of this Agreementso agree in writing.

Additional Fee. If FHC Borrower agrees to pay Bank an additional fee which shall pay be based on the net collected balances in Borrower 's non-interest bearing demand deposit accounts maintained with Bank, as hereinafter referred to in this Section 1.5, after deduction for (a) all costs and expenses customarily assessed by Bank in connection with deposits into, withdrawals from, and the Company the breakup maintenance of such accounts, (b) items deposited into Borrower's accounts but not yet collected by Bank, and (c) required reserves, all as determined in accordance with Bank's standard system of analysis for similar accounts (all such net collected balances hereinafter referred to as "Free Balances"). The fee provided for in this Section 1.5 (the "Breakup Free Balances Deficit Fee") shall be determined as described in Section 7.3 follows. If the average daily amount (the "Actual Average") of the Purchase Free Balances during any calendar quarter (or applicable portion thereof), from the date of this Agreement until any and all amounts payable under the Notes (as hereinafter defined) and under this Agreement are paid in accordance with Section 7.3 full, shall be less than an amount (the "Required Average") equal to five percent (5%) of the Purchase Agreementamount of the Commitment, then the Company Free Balances Deficit Fee shall pay to each Purchaser or its designee promptly following the Company's receipt of the Breakup Fee, an amount equal to the product of obtained by multiplying: (x) the Breakup Fee and (yi) a fraction, the numerator of which is equal to the sum of (i) the number of shares of Common Stock set forth opposite calendar days during such Purchaser's name on Exhibit A-1 hereto under the heading "Maximum Number of Shares" plus quarter (iior applicable portion thereof) the number of shares of Common Stock issuable, as of the date the Breakup Fee is paid to the Company, to such Purchaser upon the exercise of the number of Warrants set forth opposite such Purchaser's name on Exhibit A-2 hereto (which, in the case of Cap Z, shall also include the Warrants set forth opposite ZCIL's name on such Exhibit), and the denominator of which is 360, by (ii) the number product determined by multiplying [the average interest rate applicable to the Notes during such quarter] by the amount of outstanding shares the difference between the required Average and the Actual Average. Borrower shall pay such Free Balances Deficit Fee, computed as aforesaid, within ten (10) Business Days (as defined in Section 8.14 hereof) following receipt by Borrower from Bank of Common Stock on a fullystatement of the amount of such fee applicable to the preceding calendar quarter (or applicable portion thereof). It is understood and agreed that nothing in this Agreement shall be deemed to require Borrower to maintain balances in non-diluted basis interest bearing demand deposit accounts with Bank and that, but for the obligation of Borrower set forth in this Section 1.5, Borrower and Bank would have agreed to a higher rate of interest with respect to the Notes. Borrower acknowledges that at its request the interest rate on the date Notes is based on its agreement that it will either maintain balances in such demand deposit accounts or in lieu thereof pay said Free Balances Deficit Fee, its determination that the Breakup Fee is paid interest provisions of this Agreement as supplemented by the obligation of Borrower set forth in this Section 1.5 represent an arrangement more advantageous than the interest rate which would be charged without payment of such additional fee or credit for the maintenance of balances in such demand deposit accounts, and its election to have the Company, assuming interest rate established on the issuance to the Purchasers basis of the maximum number of shares of Common Stock issuable hereunder as if the purchase by the Purchasers contemplated hereunder shall have occurred (notwithstanding that no such purchases shall have taken place) and the exercise, as of the date payment of such payment, additional fee or the maintenance of all of the Warrants issuable hereunder into the aggregate number of Shares of Common Stock issuable thereunder as of the date the Breakup Fee is paid to the Company. Notwithstanding the provisions of Section 6.4 hereof, this Section 1.6 shall survive the termination of this Agreementbalances in such demand deposit accounts.