Common use of Fees and Premiums Clause in Contracts

Fees and Premiums. (a) The Borrower shall pay the Closing Fees to the Lender on the Closing Date. The Closing Fees shall be deemed fully earned on the Closing Date and shall not be refundable in whole or in part and shall not be subject to reduction or set-off under any circumstances. (b) The Borrower shall further pay to the Lender, on the first (1st) day of each calendar month prior to the Revolving Credit Maturity Date or the earlier termination of the Revolving Credit Commitment and payment of the Obligations in accordance with Section 2.01(g) above or Section 2.07 below, and upon the termination of the Revolving Credit Commitment and payment of the Obligations thereon, a collateral monitoring, availability and administrative fee in an amount equal to 0.083% of the average daily outstanding principal amount of Advances during the immediately preceding calendar month (which shall be appropriately prorated, based on a 30-day month, for any partial calendar month). (c) In the event of any prepayment of all or any portion of the Term Loan prior to August 1, 2011 (other than a prepayment pursuant to Section 2.02(e) above), in addition to the payment of the subject principal amount and all unpaid accrued interest thereon, the Borrower shall be required to pay to the Lender a prepayment premium in an amount equal to (i) two (2%) percent of the principal amount being prepaid if the prepayment is made on or prior to that date which is eighteen (18) months after the Closing Date, and (ii) one (1%) percent of the principal amount being prepaid if such prepayment is made subsequent to that date which is eighteen (18) months after the Closing Date and prior to August 1, 2011. (d) Payments received in respect of the Obligations after 12:00 Noon on any day shall be deemed to be received on the next succeeding Business Day, and if any payment is received other than by wire transfer of immediately available funds, such payment shall be subject to three (3) Business Days’ clearance prior to being credited to the Obligations for interest calculation purposes. (e) In the event that the Lender notifies the Borrower that the Lender is ready, willing and able to fund the Loans on substantially the terms of this Agreement and the Closing Date has not occurred within ten (10) days thereafter other than due to the fault of the Lender, then the Lender may, at any time thereafter until the Closing Date, terminate this Agreement by written notice to the Borrower, in which event the Borrower shall immediately pay to the Lender, as liquidated damages (and not as a penalty) and as the Lender’s sole and exclusive remedy, a fee in the amount of $250,000. No deposits theretofore paid by the Borrower to the Lender shall be applied to or offset against such fee. This Section 2.03(e) shall survive any termination of this Agreement.

Fees and Premiums. (a) The Borrower shall pay the Closing Fees Fee to the Lender on the Closing Date, simultaneously with the funding of the Loan. The Closing Fees Fee shall be deemed fully earned on upon the Closing Date funding of the Loan, and shall not be refundable in whole or in part and shall not be subject to reduction or set-off under any circumstances. (b) The Borrower shall further pay to the LenderAny prepayment (whether voluntary or mandatory), on the first (1st) day of each calendar month prior to the Revolving Credit Maturity Date or the earlier termination of the Revolving Credit Commitment and payment of the Obligations in accordance with Section 2.01(g) above or Section 2.07 below, and upon the termination of the Revolving Credit Commitment and payment of the Obligations thereon, a collateral monitoring, availability and administrative fee in an amount equal to 0.083% of the average daily outstanding principal amount of Advances during the immediately preceding calendar month (which shall be appropriately prorated, based on a 30-day month, for any partial calendar month). (c) In the event of any prepayment of all or any portion of the Term Loan prior to August 1, 2011 (other than a prepayment pursuant to timely made when due under Section 2.02(e2.02(b) above), in addition to shall require the simultaneous payment of the subject principal amount and all unpaid accrued interest thereon, the Borrower shall be required to pay to the Lender a prepayment premium in an amount equal to (i) three (3%) percent of the principal amount prepaid if such prepayment is made or is required to be made on or before September 30, 2007, and (ii) two (2%) percent of the principal amount being prepaid if the prepayment is made on or prior to that date which is eighteen (18) months after the Closing Date, and (ii) one (1%) percent of the principal amount being prepaid if such prepayment is made or is required to be made subsequent to that date September 30, 2007. Any principal payment which consists solely of the next scheduled principal payment and which is eighteen made within ten (1810) months after the Closing Date and Business Days prior to August 1, 2011the scheduled due date of such principal payment shall not constitute a prepayment which requires the payment of any premium under this Section 2.03(b). (dc) Payments received in respect of the Obligations Loans after 12:00 Noon Eastern time on any day shall be deemed to be received on the next succeeding Business Day, and if any payment is received other than by wire transfer of immediately available funds, such payment shall be subject to three (3) Business Days’ ' clearance prior to being credited to the Obligations for interest calculation purposes. (ed) In the event that the Lender notifies the Borrower that the Lender is ready, willing and able to fund the Loans on substantially the terms of this Agreement and the Closing Date has not occurred within ten (10) days thereafter on or prior to October 15, 2006 other than due to the fault of the Lender, then the Lender may, at any time thereafter until the Closing Date, terminate this Agreement by written notice to the Borrower, in which event the Borrower shall immediately pay to the LenderLender an amount equal to the sum of (i) $100,000, as liquidated damages plus (ii) all out-of-pocket costs, charges and expenses (up to an aggregate maximum of $55,000, of which no more than $15,000 shall be in respect of due diligence costs not as a penaltyconstituting attorneys' fees) incurred by the Lender in respect of the transactions contemplated by this Agreement. Such payment shall be sooner due and payable in the event that and at such time as the Lender’s sole and exclusive remedy, a fee in the amount Borrower or any Subsidiary or any shareholder(s) of $250,000. No deposits theretofore paid by the Borrower consummates an alternative financing or agrees to a Sale prior to the Lender shall be applied to earlier of the Closing Date or offset against such fee. This Section 2.03(e) shall survive any termination September 30, 2007, or the Borrower indicates its abandonment of this Agreementthe financing hereunder.

Fees and Premiums. (a) The Borrower shall pay the Closing Fees Fee to the Lender on simultaneously with the Closing Dateexecution and delivery of this Agreement. The Closing Fees Fee shall be deemed fully earned on upon the Closing Date parties’ execution and delivery of this Agreement, and shall not be refundable in whole or in part and shall not be subject to reduction or set-off under any circumstances. (b) The Borrower shall further pay to the Lender, in advance on the Closing Date and on the first (1st) day Business Day of each calendar month prior to the Revolving Credit Revolver Maturity Date or the earlier termination of the Revolving Credit Commitment and payment of the Obligations thereon in accordance with Section 2.01(g) above or Section 2.07 below, and upon the termination of the Revolving Credit Commitment and payment of the Obligations thereonthis Agreement, a collateral monitoring, availability and administrative fee in an amount equal to 0.083% of the average daily outstanding principal amount of Advances (i) $3,500 per month if, during the immediately preceding calendar month (which shall be appropriately prorated, based on a 30-day month, for the outstanding principal balance of the Advances did not at any partial time exceed $5,000,000, and (ii) $4,500 per month if at any time during the immediately preceding calendar month), the outstanding principal amount of the advances exceeded $5,000,000. (c) In the event of any prepayment of all or any portion of the Term Loan prior to August 1, 2011 (other than a prepayment pursuant to Section 2.02(e) above)Loan, in addition to the payment of the subject principal amount and all unpaid accrued interest thereon, the Borrower shall be required to pay to the Lender a prepayment premium in an amount equal to (i) two (2%) percent of the principal amount being prepaid if the such prepayment is made or required to be made on or prior to that date which is eighteen before the first (181st) months after anniversary of the Closing Date, and or (ii) one (1%) percent of the principal amount being prepaid if such prepayment is made or required to be made subsequent to that date which is eighteen the first (181st) months after anniversary of the Closing Date Date; provided, however, that no such prepayment premium shall be required with respect to any required prepayment out of Qualified Proceeds unless and prior to August 1, 2011the extent that such Qualified Proceeds were received from or on behalf of any current holder of Common Stock or any current or future holder of Series D preferred stock of the Borrower. (d) Payments received in respect of the Obligations after 12:00 Noon on any day shall be deemed to be received on the next succeeding Business Day, and if any payment is received other than by wire transfer of immediately available funds, such payment shall be subject to three (3) Business Days’ clearance prior to being credited to the Obligations for interest calculation purposes. (e) In the event that the Lender notifies the Borrower that Closing Date has not occurred on or before June 30, 2008 and the Lender is was, prior thereto, ready, willing and able to fund consummate the Loans transactions contemplated by this Agreement on substantially the terms of this Agreement and the Closing Date has not occurred within ten (10) days thereafter other than due to the fault of the Lenderhereof, then the Lender may, at any time thereafter until the Closing Date, terminate this Agreement by written notice to the Borrower, in which event the Borrower shall immediately become obligated to pay to the LenderLender an amount equal to all out-of-pocket costs, as liquidated damages charges and expenses (including, reasonable attorneys’ fees and not as a penaltyexpenses) and as the Lender’s sole and exclusive remedy, a fee in the amount of $250,000. No deposits theretofore paid incurred by the Borrower to Lender in respect of the Lender shall be applied to or offset against such fee. This Section 2.03(e) shall survive any termination of transactions contemplated by this Agreement.

Fees and Premiums. (a) The Borrower shall pay the Closing Fees Fee to the Lender on simultaneously with the Closing Dateexecution and delivery of this Agreement. The Closing Fees Fee shall be deemed fully earned on upon the Closing Date parties’ execution and delivery of this Agreement, and shall not be refundable in whole or in part and shall not be subject to reduction or set-off under any circumstances. (b) The Borrower shall further pay to the Lender, in advance on the Closing Date and on the first (1st) day Business Day of each calendar month prior to the Revolving Credit Primary Maturity Date or the earlier termination of the Revolving Credit Commitment and payment of the Obligations in accordance with Section 2.01(g) above or Section 2.07 below, and upon the termination of the Revolving Credit Commitment and payment of the Obligations thereonabove, a collateral monitoring, availability and administrative fee in an amount equal to 0.083% of the average daily outstanding principal amount of Advances during the immediately preceding calendar $1,000 per month (which shall be appropriately prorated, based on a 30-day month, for any partial calendar month)or portion thereof. (c) In the event of any prepayment of all or any portion of the Tranche 1 Term Loan prior or the Tranche 2 Term Loan at any time, or in the event of any prepayment of all or any portion of the Tranche 3 Term Loan subsequent to August 1, 2011 the second (other than a prepayment pursuant to Section 2.02(e2nd) above)anniversary of the Closing Date, in addition to the payment of the subject principal amount and all unpaid accrued interest thereon, the Borrower shall be required to pay to the Lender a prepayment premium in an amount equal to (i) two (2%) percent of the principal amount being prepaid if the prepayment is made on or prior to prepaid; provided, however, that date which is eighteen (18) months after the Closing Date, and (ii) one (1%) percent of the principal amount being prepaid if no such prepayment is made subsequent premium shall be required in respect of any mandatory prepayment pursuant to that date which is eighteen (18Section 2.02(b) months after the Closing Date and prior to August 1, 2011above. (d) Payments received in respect of the Obligations after 12:00 Noon on any day shall be deemed to be received on the next succeeding Business Day, and if any payment is received other than by wire transfer of immediately available funds, such payment shall be subject to three (3) Business Days’ clearance prior to being credited to the Obligations for interest calculation purposes. (e) In the event that the Lender notifies the Borrower that Closing Date has not occurred on or before December 31, 2006 and the Lender is was, prior thereto, ready, willing and able to fund consummate the Loans transactions contemplated by this Agreement on substantially the terms of this Agreement and the Closing Date has not occurred within ten (10) days thereafter other than due to the fault of the Lenderhereof, then the Lender may, at any time thereafter until the Closing Date, terminate this Agreement by written notice to the Borrower, in which event the Borrower shall immediately shall, subject to and in accordance with the further provisions of this Section 2.03(e), become obligated to pay to the LenderLender an amount equal to the sum of (i) $150,000 (the “Breakup Fee”), as liquidated damages plus (ii) all out-of-pocket costs, charges and not as a penaltyexpenses (including, reasonable attorneys’ fees and expenses) incurred by the Lender in respect of the transactions contemplated by this Agreement. Such out-of-pocket costs, charges and expenses shall be payable on demand. The Breakup Fee shall be due and payable in the event that and at such time as the Lender’s sole and exclusive remedyBorrower or any Subsidiary, a fee in on or prior to October 2, 2007, (A) consummates the amount of $250,000. No deposits theretofore paid by Related Transactions (or any alternative or revised transaction between the Borrower and any Seller) without consummating the transactions contemplated by this Agreement, or (B) enters into any commitment for an alternate financing in respect of the Related Transactions or any alternative or revised transaction between the Borrower and any Seller; provided, however, that the Breakup Fee shall not be payable if neither of such events occurs on or prior to October 2, 2007, or if the Lender shall be applied is not, on or before December 31, 2006, ready, willing and able to or offset against such fee. This Section 2.03(e) shall survive any termination of consummate the transactions contemplated by this AgreementAgreement on substantially the terms hereof.

Fees and Premiums. (a) The Borrower shall pay the applicable Closing Fees to the Lender simultaneously with the funding of the Term Loan on the Closing Date. The Such Closing Fees shall be deemed fully earned on the Closing Date Date, and shall not be refundable in whole or in part and shall not be subject to reduction or set-off under any circumstances. (b) The Borrower shall further pay to the Lender, on the first (1st) day of each calendar month prior to the Revolving Credit Maturity Date or the earlier termination of the Revolving Credit Commitment and payment of the Obligations in accordance with Section 2.01(g) above or Section 2.07 belowabove, and upon the termination of the Revolving Credit Commitment and payment of the Obligations thereon, a collateral monitoring, availability and administrative fee in an amount equal to 0.083% fifteen one-hundredths of one percent (0.15%) of the average daily outstanding principal amount of Advances during the immediately preceding calendar month (which shall be appropriately prorated, based on a 30-day month, for any partial calendar month). (c) In the event of any prepayment of all or any portion of the Term Loan prior to August 1, 2011 (other than a prepayment pursuant to Section 2.02(e) above), in addition to the payment of the subject principal amount and all unpaid accrued interest thereon, the Borrower shall be required to pay to the Lender a prepayment premium in an amount equal to (i) two (2%) percent of the principal amount being prepaid if the prepayment is made on or prior to that date which is eighteen (18) months after the Closing Date, and (ii) one (1%) percent of the principal amount being prepaid if such prepayment is made subsequent to that date which is eighteen (18) months after the Closing Date and prior to August 1, 2011. (d) Payments received in respect of the Obligations after 12:00 Noon 2:00 p.m. Eastern time on any day shall be deemed to be received on the next succeeding Business Day, and if any payment is received other than by wire transfer of immediately available funds, such payment shall be subject to three (3) Business Days’ clearance prior to being credited to the Obligations for interest calculation purposes. (ed) In the event that the Lender notifies the Borrower that the Lender is ready, willing and able to fund the Loans on substantially the terms of this Agreement and the Closing Date has not occurred within ten (10) days thereafter other than due to the fault of the Lender, then the Lender may, at any time thereafter until the Closing Date, terminate this Agreement by written notice to the Borrower, in which event the Borrower shall immediately pay to the LenderLender (i) an amount equal to all out-of-pocket costs, as liquidated damages charges and expenses incurred by the Lender in respect of the transactions contemplated by this Agreement (to the extent in excess of the $50,000 deposit heretofore paid to the Lender by the Borrower), up to an aggregate amount in respect of such costs, charges and expenses not as a penaltyexceeding $100,000 (inclusive of such deposit), and (ii) and as the Lender’s sole and exclusive remedy, a an additional fee in the amount of $250,000. No deposits theretofore paid 150,000; and to the extent that Lender’s aggregate out-of-pocket costs, charges and expenses as aforesaid are less than the $50,000 deposit heretofore received by the Borrower to Lender, then the Lender unused portion of such deposit shall be applied to or offset against such feethe fee under the foregoing clause (ii). This Section 2.03(e2.03(d) shall survive any termination of this Agreement.

Fees and Premiums. (a) The Borrower shall pay the Closing Fees to the Lender on the Closing Date. The Closing Fees shall be deemed fully earned on the Closing Date and shall not be refundable in whole or in part and shall not be subject to reduction or set-off under any circumstances. (b) The Borrower shall further pay to the Lender, in respect of the Revolving Credit Commitment: (i) in advance on the Closing Date and on the first (1st) day Business Day of each calendar month prior to (A) the Revolving Credit Maturity Date Date, or (B) the earlier termination of the Revolving Credit Commitment and payment of the Obligations thereon in accordance with Section 2.01(gthis Agreement, a collateral monitoring and administrative fee in the amount of $1,000 per month or portion thereof; (ii) above or Section 2.07 belowon the last day of each calendar month, and upon any early termination of the Revolving Credit Commitment, the Unused Commitment Fee; and (iii) on April 30 of each year commencing April 30, 2008, and upon any early termination of the Revolving Credit Commitment and payment of (appropriately prorated in such latter case), an annual Commitment Fee in the Obligations thereon, a collateral monitoring, availability and administrative fee in an amount equal to 0.083% of the average daily outstanding principal amount of Advances during the immediately preceding calendar month (which shall be appropriately prorated, based on a 30-day month, for any partial calendar month)$30,000. (c) In the event of any prepayment of all or any portion of the Term Loan prior to August 1, 2011 (other than a prepayment pursuant to Section 2.02(e) above)Loan, in addition to the payment of the subject principal amount and all unpaid accrued interest thereon, the Borrower shall be required to pay to the Lender a prepayment premium in an amount equal to (i) two (2%) percent of the principal amount being prepaid if the prepayment is made on or prior to prepaid; provided, however, that date which is eighteen (18) months after the Closing Date, and (ii) one (1%) percent of the principal amount being prepaid if no such prepayment is made subsequent premium shall be required with respect to that date which is eighteen (18) months after the Closing Date and prior to August 1, 2011any required prepayment out of Qualified Proceeds. (d) Payments received in respect of the Obligations after 12:00 Noon on any day shall be deemed to be received on the next succeeding Business Day, and if any payment is received other than by wire transfer of immediately available funds, such payment shall be subject to three (3) Business Days’ clearance prior to being credited to the Obligations for interest calculation purposes. (e) In the event that the Lender notifies the Borrower that the Lender is ready, willing and able to fund the Loans Loan on substantially the terms of this Agreement and the Closing Date has not occurred within ten thirty (1030) days thereafter other than due to the fault of the Lender, then the Lender may, at any time thereafter until the Closing Date, terminate this Agreement by written notice to the Borrower, in which event the Borrower shall (i) immediately pay to the Lender an amount equal to all out-of-pocket costs, charges and expenses (up to an aggregate maximum of $37,500) incurred by the Lender in respect of the transactions contemplated by this Agreement, and (ii) further pay to the Lender, if, as liquidated damages and when the transactions contemplated by the Acquisition Agreement are consummated within one (and not as a penalty1) and as year after the Lender’s sole and exclusive remedyexpiration of the aforesaid thirty (30) day period, a an additional fee in the amount of $250,000. No deposits theretofore paid by the Borrower to the Lender shall be applied to or offset against such fee125,000. This Section 2.03(e) shall survive any termination of this Agreement.

Fees and Premiums. (a) The Borrower shall pay the Closing Fees Modification Fee in installments, which shall be due and payable (i) $60,000 on January 1, 2010, and (ii) $50,000 on each of April 1, 2010, July 1, 2010 and October 1, 2010 (subject to acceleration in accordance with Section 7.02 below); and the Borrower hereby authorizes the Lender to charge any and all such installments, as and when due, to the Lender on Borrower’s revolving credit loan account with the Closing DateLender. The Closing Fees Modification Fee shall be deemed fully earned on the Closing Date Date, and shall not be refundable in whole or in part and shall not be subject to reduction or set-off under any circumstances. (b) The Borrower shall further pay to the Lender, on the first (1st) day Business Day of each calendar month prior to the Revolving Credit Maturity Date or the earlier termination of the Revolving Credit Commitment and payment of the Obligations in accordance with Section 2.01(g) above or Section 2.07 belowCommitment, and upon on the Revolving Credit Maturity Date or the earlier termination of the Revolving Credit Commitment and payment of the Obligations thereonObligations, a collateral monitoring, availability and administrative fee an Unused Commitment Fee in an amount equal to 0.0830.25% per annum (calculated on the basis of a 360-day year counting the actual number of days) of the amount by which the Maximum Revolving Amount exceeded the average daily outstanding principal amount of Advances during the immediately preceding calendar month (which shall be appropriately proratedor other applicable calculation period). The Borrower hereby authorizes the Lender to charge any and all such Unused Commitment Fees, based on a 30-day monthas and when due, for any partial calendar month)to the Borrower’s revolving credit loan account with the Lender. (c) In the event of any prepayment of all or any portion of the Term Loan prior to August 1, 2011 (other than a prepayment pursuant to Section 2.02(e) above), in addition to the payment of the subject principal amount and all unpaid accrued interest thereon, the Borrower shall be required to pay to the Lender a prepayment premium in an amount equal to (i) two (2%) percent of the principal amount being prepaid if the prepayment is made on or prior to that date which is eighteen (18) months after the Closing Date, and (ii) one (1%) percent of the principal amount being prepaid if such prepayment is made subsequent to that date which is eighteen (18) months after the Closing Date and prior to August 1, 2011. (d) Payments received in respect of the Obligations after 12:00 Noon 2:00 p.m. Eastern time on any day shall be deemed to be received on the next succeeding Business Day, and if any payment is received other than by wire transfer of immediately available funds, such payment shall be subject to three (3) Business Days’ clearance prior to being credited to the Obligations for interest calculation purposes. (e) In the event that the Lender notifies the Borrower that the Lender is ready, willing and able to fund the Loans on substantially the terms of this Agreement and the Closing Date has not occurred within ten (10) days thereafter other than due to the fault of the Lender, then the Lender may, at any time thereafter until the Closing Date, terminate this Agreement by written notice to the Borrower, in which event the Borrower shall immediately pay to the Lender, as liquidated damages (and not as a penalty) and as the Lender’s sole and exclusive remedy, a fee in the amount of $250,000. No deposits theretofore paid by the Borrower to the Lender shall be applied to or offset against such fee. This Section 2.03(e) shall survive any termination of this Agreement.

Fees and Premiums. (a) The Borrower shall pay the Closing Fees to the Lender on the Closing Date. The Closing Fees shall be deemed fully earned on the Closing Date and shall not be refundable in whole or in part and shall not be subject to reduction or set-off under any circumstances. (b) The Borrower shall further pay to the Lender, in respect of the Revolving Credit Commitment: (i) in advance on the Closing Date and on the first (1st) day Business Day of each calendar month prior to (A) the Revolving Credit Maturity Date Date, or (B) the earlier termination of the Revolving Credit Commitment and payment of the Obligations thereon in accordance with Section 2.01(gthis Agreement, a collateral monitoring and administrative fee in the amount of $1,500 per month or portion thereof; and (ii) above or Section 2.07 belowon December 1 of each year commencing December 1, 2008, and upon the any termination of the Revolving Credit Commitment and payment of (appropriately prorated in such latter case), an annual Commitment Fee in the Obligations thereon, a collateral monitoring, availability and administrative fee in an amount equal to 0.083% of the average daily outstanding principal amount of Advances during the immediately preceding calendar month (which shall be appropriately prorated, based on a 30-day month, for any partial calendar month)$15,000. (c) In the event of any prepayment of all or any portion of the Term Loan prior to August 1, 2011 (other than a prepayment pursuant to Section 2.02(e2.02(b)(ii) above), in addition to the payment of the subject principal amount and all unpaid accrued interest thereon, the Borrower shall be required to pay to the Lender a prepayment premium in an amount equal to (i) two three (23%) percent of the principal amount being prepaid if the such prepayment is made or is required to be made on or prior to that date which is eighteen the second (182nd) months after anniversary of the Closing Date, and (ii) one (1%) percent of the principal amount being prepaid if such prepayment is made or is required to be made subsequent to that date which is eighteen the second (182nd) months after anniversary of the Closing Date and prior to August 1, 2011Date. (d) Payments received in respect of the Obligations after 12:00 Noon (Eastern Time) on any day shall be deemed to be received on the next succeeding Business Day, and if any payment is received other than by wire transfer of immediately available funds, such payment shall be subject to three (3) Business Days’ clearance prior to being credited to the Obligations for interest calculation purposes. (e) In the event that the Lender notifies the Borrower that the Lender is ready, willing and able to fund the Loans on substantially the terms of this Agreement and the other Loan Documents presented to the Borrower and its Subsidiaries, and the Closing Date has not occurred within ten (10) days thereafter other than due to the fault of the Lender, then the Lender may, at any time thereafter until the Closing Date, terminate this Agreement by written notice to the Borrower, in which event the Borrower shall immediately pay to the LenderLender (i) an amount equal to all out-of-pocket costs, as liquidated damages charges and expenses incurred by the Lender in respect of the transactions contemplated by this Agreement, and (and not as a penaltyii) and as the Lender’s sole and exclusive remedy, a an additional fee in the amount of $250,000. No deposits theretofore paid by the Borrower to the Lender shall be applied to or offset against such fee150,000. This Section 2.03(e2.04(e) shall survive any termination of this Agreement.

Fees and Premiums. (a) The Borrower shall pay the Closing Fees to the Lender on the Closing Date. The Closing Fees shall be deemed fully earned on the Closing Date and shall not be refundable in whole or in part and shall not be subject to reduction or set-off under any circumstances[Reserved]. (b) The Borrower shall further pay to the Lender, on the first (1st) day of each calendar month prior to the Revolving Credit Maturity Date or the earlier termination of the Revolving Credit Commitment and payment of the Obligations in accordance with Section 2.01(g) above or Section 2.07 below, and upon the termination of the Revolving Credit Commitment and payment of the Obligations thereon, a collateral monitoring, availability and administrative fee in an amount equal to 0.083% of the average daily outstanding principal amount of Advances during the immediately preceding calendar month (which shall be appropriately prorated, based on a 30-day month, for any partial calendar month). (c) In the event of any prepayment of all or any portion of the Term Loan prior to August 1, 2011 or the Convertible Term Loan (other than a prepayment (i) pursuant to Section 2.02(e) above, or (ii) made with the proceeds received from the sale of any business unit or units, promptly upon receipt of such proceeds), in addition to the payment of the subject principal amount and all unpaid accrued interest thereon, the Borrower shall be required to pay to the Lender a prepayment premium in an amount equal to (iA) two (2%) percent of the principal amount being prepaid if the prepayment is made on or prior to that date which is eighteen (18) months after the Closing DateFebruary 28, 2010, and (iiB) one (1%) percent of the principal amount being prepaid if such prepayment is made subsequent to that date which is eighteen (18) months after the Closing Date February 28, 2010 and prior to August 1, 2011. (d) Payments received in respect of the Obligations after 12:00 Noon on any day shall be deemed to be received on the next succeeding Business Day, and if any payment is received other than by wire transfer of immediately available funds, such payment shall be subject to three (3) Business Days’ clearance prior to being credited to the Obligations for interest calculation purposes. (e) In the event that the Lender notifies the Borrower that the Lender is ready, willing and able to fund the Loans on substantially the terms of this Agreement and the Closing Date has not occurred within ten (10) days thereafter other than due to the fault of the Lender, then the Lender may, at any time thereafter until the Closing Date, terminate this Agreement by written notice to the Borrower, in which event the Borrower shall immediately pay to the Lender, as liquidated damages (and not as a penalty) and as the Lender’s sole and exclusive remedy, a fee in the amount of $250,000. No deposits theretofore paid by the Borrower to the Lender shall be applied to or offset against such fee. This Section 2.03(e) shall survive any termination of this Agreement.

Fees and Premiums. (a) The Borrower Borrowers shall pay the Closing Fees Fee to the Lender on the Closing DateDate upon the execution and delivery of this Agreement in accordance with the Fee Letter. The Closing Fees Fee shall be deemed fully earned on upon the Closing Date parties’ execution and delivery of this Agreement, and shall not be refundable in whole or in part and shall not be subject to reduction or set-off under any circumstances. (b) The Borrower shall further pay to the Lender, on the first (1st) day of each calendar month prior to the Revolving Credit Maturity Date or the earlier termination of the Revolving Credit Commitment and payment of the Obligations in accordance with Section 2.01(g) above or Section 2.07 below, and upon the termination of the Revolving Credit Commitment and payment of the Obligations thereon, a collateral monitoring, availability and administrative fee in an amount equal to 0.083% of the average daily outstanding principal amount of Advances during the immediately preceding calendar month (which shall be appropriately prorated, based on a 30-day month, for any partial calendar month). (c) In the event of any prepayment of all or any portion of the Term Loan prior to August 1for any reason whatsoever (including without limitation as a result of any acceleration of the Term Loan resulting from an Event of Default, 2011 (other than a any mandatory prepayment pursuant to Section 2.02(e) aboveor any voluntary prepayment), in addition to the payment of the subject principal amount and all unpaid accrued interest thereon, the Borrower Borrowers, jointly and severally, shall be required to pay to the Lender a prepayment premium in an amount equal to (i) two seven (2%) percent of the principal amount being prepaid if the prepayment is made on or prior to that date which is eighteen (18) months after the Closing Date, and (ii) one (17%) percent of the principal amount being prepaid if such prepayment is made subsequent to that date which is eighteen (18) months after the Closing Date and prior to August 1, 2011. (d) Payments received in respect of the Obligations after 12:00 Noon on any day shall be deemed or required to be received made on or before the next succeeding Business Day, and if any payment is received other than by wire transfer first (1st) anniversary of immediately available funds, such payment shall be subject to three (3) Business Days’ clearance prior to being credited to the Obligations for interest calculation purposes. (e) In the event that the Lender notifies the Borrower that the Lender is ready, willing and able to fund the Loans on substantially the terms of this Agreement and the Closing Date has not occurred within ten (10) days thereafter other than due to the fault of the Lender, then the Lender may, at any time thereafter until the Closing Date, terminate this Agreement by written notice (ii) four (4%) percent of the principal amount being prepaid if such prepayment is made or required to be made after the first (1st) anniversary of the Closing Date but on or before the second (2nd) anniversary of the Closing Date, or (iii) two (2%) percent of the principal amount being prepaid if such prepayment is made or required to be made after the second (2nd) anniversary of the Closing Date but on or before the third (3rd) anniversary of the Closing Date; provided that, notwithstanding the foregoing, if Parent’s publicly traded stock price exceeds $4.00 per share for each day during the sixty (60) day period prior to the Borrowerdate of any such prepayment, in which event (x) the Borrower shall immediately pay to prepayment premium for the Lender, as liquidated damages period after the first (and not as a penalty1st) and as anniversary of the Lender’s sole and exclusive remedy, a fee in Closing Date but on or before the amount second (2nd) anniversary of $250,000. No deposits theretofore paid by the Borrower to the Lender Closing Date shall be applied an amount equal to two (2%) percent of the principal amount being prepaid and (y) the prepayment premium for the period after the second (2nd) anniversary of the Closing Date but on or offset against such fee. This Section 2.03(ebefore the third (3rd) anniversary of the Closing Date shall survive any termination be an amount equal to one (1%) percent of this Agreementthe principal amount being prepaid.

Fees and Premiums. (a) The Borrower shall pay the Closing Fees Fee to the Lender on simultaneously with the Closing Dateexecution and delivery of this Agreement. The Closing Fees Fee shall be deemed fully earned on upon the Closing Date parties’ execution and delivery of this Agreement, and shall not be refundable in whole or in part and shall not be subject to reduction or set-off under any circumstances. (b) The Borrower shall further pay to the Lender, in advance on the Closing Date and on the first (1st) day Business Day of each calendar month prior to the Revolving Credit Revolver Maturity Date or the earlier termination of the Revolving Credit Commitment and payment of the Obligations thereon in accordance with Section 2.01(g) above or Section 2.07 below, and upon the termination of the Revolving Credit Commitment and payment of the Obligations thereonthis Agreement, a collateral monitoring, availability and administrative fee in an amount equal to 0.083% of the average daily outstanding principal amount of Advances during the immediately preceding calendar $1,750 per month (which shall be appropriately prorated, based on a 30-day month, for any partial calendar month)or portion thereof. (c) In the event of any prepayment of all or any portion of the Term Loan prior to August 1, 2011 (other than a prepayment pursuant to Section 2.02(e) above)Loan, in addition to the payment of the subject principal amount and all unpaid accrued interest thereon, the Borrower shall be required to pay to the Lender a prepayment premium in an amount equal to (i) two (2%) percent of the principal amount being prepaid if the such prepayment is made or required to be made on or prior to that date which is eighteen before the first (181st) months after anniversary of the Closing Date, and or (ii) one (1%) percent of the principal amount being prepaid if such prepayment is made or required to be made subsequent to that date which is eighteen the first (181st) months after anniversary of the Closing Date Date; provided, however, that no such prepayment premium shall be required with respect to any required prepayment out of Qualified Proceeds unless and prior to August 1, 2011the extent that such Qualified Proceeds were received from or on behalf of any current holder of Common Stock or any current or future holder of Series D preferred stock of the Borrower. (d) Payments received in respect of the Obligations after 12:00 Noon on any day shall be deemed to be received on the next succeeding Business Day, and if any payment is received other than by wire transfer of immediately available funds, such payment shall be subject to three (3) Business Days’ clearance prior to being credited to the Obligations for interest calculation purposes. (e) In the event that the Lender notifies the Borrower that Closing Date has not occurred on or before February 28, 2007 and the Lender is was, prior thereto, ready, willing and able to fund consummate the Loans transactions contemplated by this Agreement on substantially the terms of this Agreement and the Closing Date has not occurred within ten (10) days thereafter other than due to the fault of the Lenderhereof, then the Lender may, at any time thereafter until the Closing Date, terminate this Agreement by written notice to the Borrower, in which event the Borrower shall immediately become obligated to pay to the LenderLender an amount equal to the sum of (i) $90,000 (the “Breakup Fee”), as liquidated damages plus (ii) all out-of-pocket costs, charges and not as expenses (including, reasonable attorneys’ fees and expenses) incurred by the Lender in respect of the transactions contemplated by this Agreement (up to a penalty) maximum of $35,000). Such payment shall be sooner due and payable in the event that and at such time as the Lender’s sole and exclusive remedyBorrower consummates an alternative financing prior to February 28, a fee in the amount of $250,000. No deposits theretofore paid by the Borrower to the Lender shall be applied to or offset against such fee. This Section 2.03(e) shall survive any termination of this Agreement2007.

Fees and Premiums. (a) The Borrower shall pay the Closing Fees to the Lender simultaneously with the funding of the Term Loans on the Closing Date. The Closing Fees shall be deemed fully earned on the Closing Date Date, and shall not be refundable in whole or in part and shall not be subject to reduction or set-off under any circumstances. (b) The Borrower shall further pay to the Lender, on the first (1st) day of each calendar month prior to the Revolving Credit Maturity Date or the earlier termination of the Revolving Credit Commitment and payment of the Obligations in accordance with Section 2.01(g) above or Section 2.07 belowabove, and upon the termination of the Revolving Credit Commitment and payment of the Obligations thereon, a collateral monitoring, availability and administrative fee in an amount equal to 0.083% one-tenth of one percent (0.10%) of the average daily outstanding principal amount of Advances during the immediately preceding calendar month (which shall be appropriately prorated, based on a 30-day month, for any partial calendar month). (c) In the event of any prepayment of all or any portion of the Tranche B Term Loan at any time prior to August 1, 2011 the second (other than a prepayment pursuant to Section 2.02(e2nd) above)anniversary of the Closing Date, in addition to the payment of the subject principal amount and all unpaid accrued interest thereon, the Borrower shall be required to pay to the Lender a prepayment premium in an amount equal to (i) two (2%) percent of the principal amount being prepaid if the prepayment is made on or prior to prepaid; provided, however, that date which is eighteen (18) months after the Closing Date, and (ii) one (1%) percent of the principal amount being prepaid if no such prepayment is made subsequent premium shall be required in respect of any mandatory prepayment pursuant to that date which is eighteen (18Section 2.02(b)(ii) months after the Closing Date and prior to August 1, 2011above. (d) Payments received in respect of the Obligations after 12:00 Noon 2:00 p.m. Eastern time on any day shall be deemed to be received on the next succeeding Business Day, and if any payment is received other than by wire transfer of immediately available funds, such payment shall be subject to three (3) Business Days’ clearance prior to being credited to the Obligations for interest calculation purposes. (e) In the event that the Lender notifies the Borrower that the Lender is ready, willing and able to fund the Loans on substantially the terms of this Agreement and the Closing Date has not occurred within ten (10) days thereafter other than due to the fault of the Lender, then the Lender may, at any time thereafter until the Closing Date, terminate this Agreement by written notice to the Borrower, in which event the Borrower shall immediately pay to the LenderLender (i) an amount equal to all out-of-pocket costs, as liquidated damages charges and expenses incurred by the Lender in respect of the transactions contemplated by this Agreement (over and not as a penaltyabove the $30,000 deposit heretofore paid to the Lender by the Borrower), and (ii) and as the Lender’s sole and exclusive remedy, a an additional fee in the amount of $250,000. No deposits theretofore paid by the Borrower to the Lender shall be applied to or offset against such fee100,000. This Section 2.03(e) shall survive any termination of this Agreement.

Fees and Premiums. (a) The Borrower shall pay the Closing Fees to the Lender on the Closing Date. The Closing Fees shall be deemed fully earned on the Closing Date and shall not be refundable in whole or in part and shall not be subject to reduction or set-off under any circumstances. (b) The Borrower shall further pay to the Lender, in respect of the Revolving Credit Commitment: (i) in advance on the Closing Date and on the first (1st) day Business Day of each calendar month prior to (A) the Revolving Credit Maturity Date Date, or (B) the earlier termination of the Revolving Credit Commitment and payment of the Obligations thereon in accordance with Section 2.01(gthis Agreement, a collateral monitoring and administrative fee in the amount of $1,500 per month or portion thereof; and (ii) above or Section 2.07 belowon December 1 of each year commencing December 1, 2008, and upon the any termination of the Revolving Credit Commitment and payment of (appropriately prorated in such latter case), an annual Commitment Fee in the Obligations thereon, a collateral monitoring, availability and administrative fee in an amount equal to 0.083% of the average daily outstanding principal amount of Advances during the immediately preceding calendar month (which shall be appropriately prorated, based on a 30-day month, for any partial calendar month)$15,000. (c) In the event of any prepayment of all or any portion of the Term Loan prior to August 1, 2011 (other than a prepayment pursuant to Section 2.02(e2.02(b)(ii) above), in addition to the payment of the subject principal amount and all unpaid accrued interest thereon, the Borrower shall be required to pay to the Lender a prepayment premium in an amount equal to (i) two three (23%) percent of the principal amount being prepaid if the such prepayment is made or is required to be made on or prior to that date which is eighteen the second (182 nd ) months after anniversary of the Closing Date, and (ii) one (1%) percent of the principal amount being prepaid if such prepayment is made or is required to be made subsequent to that date which is eighteen the second (182 nd ) months after anniversary of the Closing Date and prior to August 1, 2011Date. (d) Payments received in respect of the Obligations after 12:00 Noon (Eastern Time) on any day shall be deemed to be received on the next succeeding Business Day, and if any payment is received other than by wire transfer of immediately available funds, such payment shall be subject to three (3) Business Days’ clearance prior to being credited to the Obligations for interest calculation purposes. (e) In the event that the Lender notifies the Borrower that the Lender is ready, willing and able to fund the Loans on substantially the terms of this Agreement and the other Loan Documents presented to the Borrower and its Subsidiaries, and the Closing Date has not occurred within ten (10) days thereafter other than due to the fault of the Lender, then the Lender may, at any time thereafter until the Closing Date, terminate this Agreement by written notice to the Borrower, in which event the Borrower shall immediately pay to the LenderLender (i) an amount equal to all out-of-pocket costs, as liquidated damages charges and expenses incurred by the Lender in respect of the transactions contemplated by this Agreement, and (and not as a penaltyii) and as the Lender’s sole and exclusive remedy, a an additional fee in the amount of $250,000. No deposits theretofore paid by the Borrower to the Lender shall be applied to or offset against such fee150,000. This Section 2.03(e2.04(e) shall survive any termination of this Agreement.