Common use of Guarantee Fee Clause in Contracts

Guarantee Fee. So long as Executive (A) is named as a guarantor (either directly or indirectly through a guarantee given by Executive to Trilogy Mortgage Holdings, Inc. (“Trilogy”) in support of a guarantee by Trilogy of the Employer or one of its Subsidiaries), or (B) provides collateral (whether directly or to Trilogy in support of a collateral obligation of Trilogy) which continues to be held as security, on any funding arrangement pursuant to which one or more lenders, conduit or special purpose vehicles and other financial institutions provide the Employer or one of its Subsidiaries debt financing to purchase, originate, sell, securitize, carry, service or maintain mortgage loans or other financial assets or servicing rights (the “Guaranteed Warehouse Facilities”), then Executive shall receive an amount equal to (a) the product of (i) (x) 0.5% for the period from the date hereof through the end of calendar year 2010, (y) 0.3% for calendar year 2011, and (z) 0.1% for calendar year 2012, and (ii) the average daily outstanding advances under all Guaranteed Warehouse Facilities, divided by (b) the actual number of days elapsed in the applicable period of determination (the “Guarantee Fee”). In the event that Executive provides (directly or indirectly through support of a Trilogy obligation) only a limited guaranty or partial security under any Guaranteed Warehouse Facility (the “Limited Guaranty”), then the foregoing clause (ii) shall, on each day during the relevant measuring period, be equal to the lesser of (I) the average daily outstanding advances under all Guaranteed Warehouse Facilities for each quarter period during such calendar year, or (II) the amount of the Limited Guaranty in effect for such day. Within five (5) business days following the end of each quarter for which the Guarantee Fee is payable, Employer shall pay to Executive the product of the Guarantee Fee and the actual number of days in such quarter (provided, that for the period ended March 31, 2010, the number of days shall be measured from the date hereof). In the event that during any period in which the Guarantee Fee is due, Executive’s guaranty or collateral is (A) reduced, then the Guarantee Fee shall be calculated to take such reduced amount into account over the period in which the reduction was in effect or (B) terminated, then the portion of the Guarantee Fee attributable to the terminated guaranty or the returned collateral shall only be paid through the date of such guaranty termination or return of collateral. For the avoidance of doubt and notwithstanding anything to the contrary contained herein, the Employer shall continue to pay the Guarantee Fee, if any is then applicable, to Executive following the end of his employment regardless of whether his employment with the Employer has terminated for any reason. The Parties agree that this Section 4.5 shall continue to remain in effect notwithstanding any termination of this Agreement for any reason whatsoever, but will automatically terminate (other than as to amounts of the Guarantee Fee then accrued but unpaid) when no guarantee by Executive in respect of a Guaranteed Warehouse Facility of the Employer remains outstanding.

Guarantee Fee. So long as Executive (A) is named as a guarantor (either directly or indirectly through a guarantee given by Executive to Trilogy Mortgage Holdings, Inc. (“Trilogy”) in support of a guarantee by Trilogy of the Employer or one of its Subsidiaries), or (B) provides collateral (whether directly or to Trilogy in support of a collateral obligation of Trilogy) which continues to be held as security, on any funding arrangement pursuant to which one or more lenders, conduit or special purpose vehicles and other financial institutions provide the Employer or one of its Subsidiaries debt financing to purchase, originate, sell, securitize, carry, service or maintain mortgage loans or other financial assets or servicing rights (the “Guaranteed Warehouse Facilities”), then Executive shall receive an amount equal to (a) Subject to the product provisions of (i) (x) 0.5% for Section 4.2, Globalstar agrees to pay Loral and the period from Partner Guarantors, on the date hereof through terms set forth below, a fee computed at the end of calendar year 2010, (y) 0.3% for calendar year 2011, and (z) 0.1% for calendar year 2012, and (ii) Guarantee Fee Rate on the average daily outstanding advances under all Guaranteed Warehouse Facilities, divided by (b) the actual number of days elapsed in the applicable period of determination (the “Guarantee Fee”). In the event that Executive provides (directly or indirectly through support of a Trilogy obligation) only a limited guaranty or partial security under any Guaranteed Warehouse Facility (the “Limited Guaranty”), then the foregoing clause (ii) shall, on each day during the relevant measuring period, be equal to the lesser of (I) the average daily outstanding advances under all Guaranteed Warehouse Facilities for each quarter period during such calendar year, or (II) the amount of the Limited Guaranty in effect for such day. Within five (5) business days following Loans outstanding during each quarter, commencing with the end of each quarter for which the Guarantee Fee is payable, Employer shall pay to Executive the product of the Guarantee Fee and the actual number of days in such quarter (provided, that for the period ended March 31, 2010, the number of days shall be measured from the date hereof). In the event that during any period in which the Funding Date occurs (the "Guarantee Fee"), which Guarantee Fee is due, Executive’s guaranty or collateral is (A) reduced, then shall be allocated among Loral and the Partner Guarantors in accordance with the percentage amounts set forth on Schedule II hereto. Payment on the Guarantee Fee shall be deferred until the last Business Day of the calendar quarter that is at least 90 days after the Termination Date (the "First Payment Date"), at which time, the Guarantee Fee, together with interest accrued thereon since the Funding Date (calculated at an annual rate equal to take 3-month LIBOR plus 3%, compounded quarterly) shall be amortized in quarterly cash payments over a five-year period as follows: (i) level principal payments (calculated as the amount of the deferred fee together with accrued interest thereon to the First Payment Date); and (ii) interest payments (calculated at an annual rate equal to 3-month LIBOR plus 3%, compounded quarterly). All interest shall be calculated based upon a 365 or 366 day year for the actual days elapsed. Principal and interest payments shall commence on the First Payment Date and thereafter shall be made quarterly in arrears on the last day of each March, June, September, and December, beginning on the first of such reduced amount into account over dates to occur after the period in which First Payment Date. (b) Notwithstanding the reduction was in effect or (B) terminatedforegoing, then the portion Guarantee Fee shall be paid only out of available cash flow of Globalstar. In addition, the payment of the Guarantee Fee attributable to the terminated guaranty or the returned collateral shall only may be paid through the date of such guaranty termination or return of collateral. For the avoidance of doubt and notwithstanding anything to the contrary contained herein, the Employer shall continue to pay the Guarantee Feedeferred, if any the Managing General Partner of Globalstar determines in good faith that such deferral is then applicable, required either (x) in order to Executive following achieve the end build-out of his employment regardless the Globalstar System and such determination shall not have been disapproved by a Vote of whether his employment the Disinterested Partners or (y) so as to comply with the Employer has terminated for terms of any reason. The Parties agree that this Section 4.5 shall continue to remain applicable credit agreement or indenture. (c) Globalstar may, in effect notwithstanding any termination lieu of this Agreement for any reason whatsoever, but will automatically terminate (other than as to amounts of paying the Guarantee Fee then accrued but unpaidset forth in Section 2.1(a) when no guarantee by Executive above, issue subordinated notes, substantially in respect the form of Exhibit B-1 hereto, in an amount equal to the fees and interest otherwise payable hereunder and which shall provide for a Guaranteed Warehouse Facility deferral of any payment (interest and principal) on the notes until the First Payment Date. (d) Upon 10 days prior written notice to Loral and the Partner Guarantors, and if such prepayment shall occur prior to the date that is 90 days after the Termination Date, subject to receipt of the Employer remains outstandingprior consent of the administrative agent under the Credit Agreement, Globalstar shall have the right to prepay without penalty or premium, in whole or in part, its obligations under Section 2 of this Agreement.

Guarantee Fee. So long as Executive (A) is named as a guarantor (either directly or indirectly through a guarantee given by Executive to Trilogy Mortgage Holdings, Inc. (“Trilogy”) in support of a guarantee by Trilogy of the Employer or one of its Subsidiaries), or (B) provides collateral (whether directly or to Trilogy in support of a collateral obligation of Trilogy) which continues to be held as security, on any funding arrangement pursuant to which one or more lenders, conduit or special purpose vehicles and other financial institutions provide the Employer or one of its Subsidiaries debt financing to purchase, originate, sell, securitize, carry, service or maintain mortgage loans or other financial assets or servicing rights (the “Guaranteed Warehouse Facilities”), then Executive shall receive an amount equal to (a) the product of (i) (x) 0.5% for the period from the date hereof through the end of calendar year 2010, (y) 0.3% for calendar year 2011, and (z) 0.1% for calendar year 2012, and (ii) the sum of average daily outstanding advances under all Guaranteed Warehouse Facilities, divided by (b) the actual number of days elapsed in the applicable period of determination (the “Guarantee Fee”). In the event that Executive provides (directly or indirectly through support of a Trilogy obligation) only a limited guaranty or partial security under any Guaranteed Warehouse Facility (the “Limited Guaranty”), then the foregoing clause (ii) shall, on each day during the relevant measuring period, be equal to the lesser of (I) the average daily outstanding advances under all Guaranteed Warehouse Facilities for each quarter period during such calendar year, or (II) the amount of the Limited Guaranty in effect for such day. Within five (5) business days following the end of each quarter for which the Guarantee Fee is payable, Employer shall pay to Executive the product of the Guarantee Fee and the actual number of days in such quarter (provided, that for the period ended March 31, 2010, the number of days shall be measured from the date hereof). In the event that during any period in which the Guarantee Fee is due, Executive’s guaranty or collateral is (A) reduced, then the Guarantee Fee shall be calculated to take such reduced amount into account over the period in which the reduction was in effect or (B) terminated, then the portion of the Guarantee Fee attributable to the terminated guaranty or the returned collateral shall only be paid through the date of such guaranty termination or return of collateral. For the avoidance of doubt and notwithstanding anything to the contrary contained herein, the Employer shall continue to pay the Guarantee Fee, if any is then applicable, to Executive following the end of his employment regardless of whether his employment with the Employer has terminated for any reason. The Parties agree that this Section 4.5 shall continue to remain in effect notwithstanding any termination of this Agreement for any reason whatsoever, but will automatically terminate (other than as to amounts of the Guarantee Fee then accrued but unpaid) when no guarantee by Executive in respect of a Guaranteed Warehouse Facility of the Employer remains outstanding.

Guarantee Fee. So long as Executive (A) is named as a guarantor (either directly or indirectly through a guarantee given by Executive 2.1 In consideration of providing the Guarantee, Hemosol shall cause to Trilogy Mortgage Holdingsbe issued to MDS warrants entitling the holder, Inc. (“Trilogy”) in support of a guarantee by Trilogy subject to the satisfaction of the Employer requirements set out in sections 2.2 and 2.3, to subscribe for and purchase up to 6,000,000 fully paid and non-assessable common shares of Hemosol ("Shares") (subject to customary adjustments including, but not limited to, any subdivision or one consolidation of its Subsidiariesthe common shares of Hemosol) at a price per Share of Cdn. $1.00 (the "Warrants"). In addition, or (B) provides collateral (whether directly or to Trilogy in support of a collateral obligation of Trilogy) which continues the extent Hemosol wishes to be held as securityextend the Loan from 18 months to 30 months, Hemosol shall issue to MDS up to an additional four million warrants, at $1.00 per Warrant, on the terms set forth in paragraph 2.3 and shall obtain all requisite approvals, including TSX listing approval, prior to the end of the first 18 month period. 2.2 Warrants entitling MDS to purchase up to 5,000,000 Shares at a price of Cdn. $1.00 per Share shall be exercisable, in whole or in part, at any funding arrangement pursuant time and from time to time, on or after the date upon which one or more lenders, conduit or special purpose vehicles and other financial institutions provide the Employer or one of its Subsidiaries debt financing Guarantee is delivered by MDS to purchase, originate, sell, securitize, carry, service or maintain mortgage loans or other financial assets or servicing rights the Bank in connection with the Loan (the “Guaranteed Warehouse Facilities”), then Executive shall receive an amount equal "Funding Date") and prior to the later of: (a) the product third anniversary of the Funding Date; and (ib) if the Loan is not repaid within 15 months of the Funding Date, the earlier of twelve months following the date upon which the Loan is repaid in full and the fifth anniversary of the Funding Date. 2.3 For each whole or part month that the Loan remains outstanding beyond 15 months (the "Fifteenth Month of the Term") (xto a maximum of an additional 15 months) 0.5% (each such whole or part month being an "Extension Month"), MDS may exercise Warrants entitling it to subscribe for up to the number of Shares set forth in Table 1 below (it being acknowledged that the warrants set forth in months 4 through 15 are subject to the TSX listing approval as set forth in paragraph 2.1 hereof) and such Warrants may be exercised at any time and from time to time during the period from and after the first day of the subject Extension Month and prior to the third anniversary of such date hereof through provided in no event shall any Warrants be exercisable after the fifth anniversary of the Funding Date.. TABLE 1 MONTHS LOAN IS OUTSTANDING NUMBER OF ADDITIONAL WARRANTS BECOMING BEYOND FIFTEENTH MONTH OF THE TERM EXERCISABLE 1 333,333 2 333,333 3 333,333 4 333,333 5 333,333 6 333,334 7 333,333 8 333,333 9 333,333 10 333,333 11 333,333 12 333,333 13 333,333 14 333,333 15 333,337 --------- TOTAL 5,000,000 2.4 If the Loan is extended beyond the Fifteenth Month of the Term and Hemosol repays in full all amounts owed under the Loan in any month prior to the Latest Repayment Date, no Warrants, in excess of those which are already exercisable as of the end of calendar year 2010, (y) 0.3% for calendar year 2011, and (z) 0.1% for calendar year 2012, and (ii) the average daily outstanding advances under all Guaranteed Warehouse Facilities, divided by (b) the actual number of days elapsed in the applicable period of determination (the “Guarantee Fee”). In the event that Executive provides (directly or indirectly through support of a Trilogy obligation) only a limited guaranty or partial security under any Guaranteed Warehouse Facility (the “Limited Guaranty”), then the foregoing clause (ii) shall, on each day during the relevant measuring period, be equal to the lesser of (I) the average daily outstanding advances under all Guaranteed Warehouse Facilities for each quarter period during such calendar year, or (II) the amount of the Limited Guaranty in effect for such day. Within five (5) business days following the end of each quarter for which the Guarantee Fee is payable, Employer shall pay to Executive the product of the Guarantee Fee and the actual number of days in such quarter (provided, that for the period ended March 31, 2010, the number of days shall be measured from the date hereof). In the event that during any period month in which the Guarantee Fee Loan is due, Executive’s guaranty or collateral is (A) reduced, then the Guarantee Fee repaid in full shall be calculated to take such reduced amount into account over the period in which the reduction was in effect or (B) terminated, then the portion of the Guarantee Fee attributable to the terminated guaranty or the returned collateral shall only be paid through the date of such guaranty termination or return of collateral. For the avoidance of doubt and notwithstanding anything to the contrary contained herein, the Employer shall continue to pay the Guarantee Fee, if any is then applicable, to Executive following the end of his employment regardless of whether his employment with the Employer has terminated for any reason. The Parties agree that this Section 4.5 shall continue to remain in effect notwithstanding any termination of this Agreement for any reason whatsoever, but will automatically terminate (other than as to amounts of the Guarantee Fee then accrued but unpaid) when no guarantee by Executive in respect of a Guaranteed Warehouse Facility of the Employer remains outstandingexercisable.