Common use of DELAY FEE Clause in Contracts

DELAY FEE. If: (i) any registration statement required to be filed pursuant to Section 6(a) is not filed within the time period specified therein, (ii) a registration statement filed hereunder is not declared effective by the SEC within the time period specified in Section 6(a) or (iii) a registration statement ceases to be effective and available for resales of Registrable Securities by Investor when the Company is required to keep such registration statement effective under this Agreement, (any such failure or breach being referred to as a "REGISTRATION DEFAULT" and, for purposes of clause (i), (ii) or (iii), the date on which such Registration Default occurs, being referred to as an "EVENT DATE"), then, in addition to, and not in lieu or limitation of, any other remedies the Investors may have in law (including damages) or equity, the Company shall pay to Investor an amount, in cash ("RD FEES") (x) upon the occurrence of a Registration Default, an amount equal to $0.165 for each Registrable Security then held by Investor, and (y) if the Registration Default has not been cured by the first month anniversary following the date of the Registration Default, an amount equal to $0.165 for each Registrable Security then held by Investor, and (z) on each monthly anniversary thereafter until the Registration Default has been cured, an amount equal to $0.165 for each Registrable Security then held by Investor; provided, however, that all periods referred to in clauses (y) and (z) above shall be tolled during delays caused by the action or inaction of Investor, and the Company shall have no liability to Investor in respect of any such delay. The RD Fees payable pursuant hereto shall be payable within five (5) business days following the date of the Registration Default or the monthly anniversary thereof, as the case may be. Notwithstanding anything to the contrary contained herein, RD Fees shall not be payable under this Section 6(g) for more than one Registration Default occurring or existing at any one time.

DELAY FEE. If: (i) any registration statement required to be filed pursuant to Section 6(a) is not filed within the time period specified therein, (ii) a registration statement filed hereunder is not declared effective by the SEC within the time period specified in Section 6(a) or (iii) a registration statement ceases to be effective and available for resales of Registrable Securities by Investor Investors when the Company is required to keep such registration statement effective under this Agreement, (any such failure or breach being referred to as a "REGISTRATION DEFAULT" and, for purposes of clause (i), (ii) or (iii), the date on which such Registration Default occurs, being referred to as an "EVENT DATE"), then, in addition to, and not in lieu or limitation of, any other remedies the Investors may have in law (including damages) or equity, the Company shall pay to each Investor an amount, in cash ("RD FEES") (x) upon the occurrence of a Registration Default, an amount equal to $0.165 for each Registrable Security then held by such Investor, and (y) if the Registration Default has not been cured by the first month anniversary following the date of the Registration Default, an amount equal to $0.165 for each Registrable Security then held by such Investor, and (z) on each monthly anniversary thereafter until the Registration Default has been cured, an amount equal to $0.165 for each Registrable Security then held by such Investor; provided, however, that all periods referred to in clauses (y) and (z) above shall be tolled in respect of any Investor during delays caused by the action or inaction of such Investor, and the Company shall have no liability to such Investor in respect of any such delay. The RD Fees payable pursuant hereto shall be payable within five (5) business days following the date of the Registration Default or the monthly anniversary thereof, as the case may be. Notwithstanding anything to the contrary contained herein, RD Fees shall not be payable under this Section 6(g) for more than one Registration Default occurring or existing at any one time.

DELAY FEE. If: (a) The Company agrees that the Holders will suffer damages if the Company fails to fulfill its obligations under Section 2 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly: (i) any registration statement required if the Company fails to be filed pursuant to Section 6(afile the Shelf Registration Statement with the Commission within five (5) is not filed within Business Days after the time period specified therein, Issue Date; (ii) a registration statement filed hereunder if the Shelf Registration Statement is not declared effective by the SEC within Commission on or before the time period specified in Section 6(athirtieth (30th) or day after the Issue Date; (iii) a registration statement if, after the Shelf Registration Statement is declared effective, the Shelf Registration Statement thereafter ceases to be effective and available for resales of Registrable Securities by Investor when or usable, pursuant to, but not limited to, the events described in Section 4(d)(i) - Section 4(d)(v) hereof (other than in connection with a Delay Period); or (iv) if, after the Shelf Registration Statement is declared effective, the Company is required to keep imposes a Delay Period that (A) occurs within 180 days of the end of a previous Delay Period or (B) exceeds ten (10) Business Days in length (each such registration statement effective under this Agreement, (any such failure or breach being event referred to as a "REGISTRATION DEFAULT" and, for purposes of clause in the preceding clauses (i) through (iv), (ii) or (iiia “Registration Default”), the Company will pay a delay fee (the “Delay Fee”) on the Registrable Notes calculated for the period from and including the date on which any such Registration Default occurs, being referred shall occur to but excluding the date on which all Registration Defaults have been cured. The Delay Fee shall be calculated as an "EVENT DATE"), then, in addition toa percentage of the aggregate principal amount of all Registrable Notes outstanding, and not in lieu or limitation of, any other remedies the Investors may have in law percentage rate will be 1.00% per annum for the first thirty (including damages30) or equity, the Company shall pay to Investor an amount, in cash ("RD FEES") (x) upon day period immediately following the occurrence of a Registration Default, and such rate will increase by an additional 1.00% per annum following the expiration of such thirty (30) day period until all Registration Defaults have been cured, provided that the maximum Delay Fee rate shall be 2.00% per annum from and including the date on which any such Registration Default shall occur to, but excluding, the earlier of (1) the date on which all Registration Defaults have been cured, or (2) the date on which all the Registrable Notes otherwise become freely transferable by Holders other than affiliates of the Company without further registration under the Securities Act. Such Delay Fee will be in addition to any interest payable from time to time with respect to the Registrable Notes. If, after the cure of all Registration Defaults then in effect, there is a subsequent Registration Default, the Delay Fee rate for such subsequent Registration Default shall initially be 1.00% regardless of the rate in effect with respect to any prior Registration Default at the time of cure of such Registration Default. Notwithstanding the foregoing, the amount equal to $0.165 for each Registrable Security then held by Investor, and (y) if the of Delay Fee payable shall not increase because more than one Registration Default has not been cured by the first month anniversary following the date of the Registration Defaultoccurred and is pending. (b) So long as Registrable Notes remain outstanding, an amount equal to $0.165 for each Registrable Security then held by Investor, and (z) on each monthly anniversary thereafter until the Registration Default has been cured, an amount equal to $0.165 for each Registrable Security then held by Investor; provided, however, that all periods referred to in clauses (y) and (z) above shall be tolled during delays caused by the action or inaction of Investor, and the Company shall have no liability to Investor in respect of any such delay. The RD Fees payable pursuant hereto shall be payable notify the Trustee within five (5) business days following Business Days after each and every date on which a Registration Default occurs. Any Delay Fee due pursuant to clauses (a)(i) through (a)(iv) of this Section 3 will be payable by the date Company in cash and be paid at the same time as each semi-annual payment of interest on the Notes (each, an “Delay Fee Payment Date”), as provided in Section 3.13 of the Indenture, commencing with the first such date occurring after any such Delay Fee commences to accrue, to Holders to whom regular interest is payable on such Delay Fee Payment Date with respect to Notes that are Registrable Notes. The amount of Delay Fee for Registrable Notes will be determined by multiplying the applicable Delay Fee rate by the aggregate principal amount of all such Registrable Notes outstanding on the Delay Fee Payment Date following such Registration Default or the monthly anniversary thereof, as in the case may be. Notwithstanding anything to of the contrary contained hereinfirst such payment of Delay Fee (and thereafter at the next succeeding Delay Fee Payment Date until the cure of such Registration Default), RD Fees shall not be payable under this Section 6(gand then multiplying such figure by a fraction, the numerator of which is the number of days such Delay Fee rate was applicable during such period determined on the basis of a 360-day year comprised of twelve thirty (30) for more than one Registration Default occurring or existing at any one timeday months (and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.

DELAY FEE. If: (i) any registration statement required to be filed pursuant to Section 6(a) is not filed within the time period specified therein, (ii) a registration statement filed hereunder is not declared effective by the SEC within the time period specified in Section 6(a) or (iii) a registration statement ceases to be effective and available for resales of Registrable Securities by Investor when the Company is required to keep such registration statement effective under this Agreement, (any such failure or breach being referred to as a "REGISTRATION DEFAULT" “Registration Default” and, for purposes of clause (i), (ii) or (iii), the date on which such Registration Default occurs, being referred to as an "EVENT DATE"“Event Date”), then, in addition to, and not in lieu or limitation of, any other remedies the Investors may have in law (including damages) or equity, the Company shall pay to Investor an amount, in cash ("“RD FEES"Fees”) (x) upon the occurrence of a Registration Default, an amount equal to $0.165 for each Registrable Security then held by Investor, and (y) if the Registration Default has not been cured by the first month anniversary following the date of the Registration Default, an amount equal to $0.165 for each Registrable Security then held by Investor, and (z) on each monthly anniversary thereafter until the Registration Default has been cured, an amount equal to $0.165 for each Registrable Security then held by Investor; provided, however, that all periods referred to in clauses (y) and (z) above shall be tolled during delays caused by the action or inaction of Investor, and the Company shall have no liability to Investor in respect of any such delay. The RD Fees payable pursuant hereto shall be payable within five (5) business days following the date of the Registration Default or the monthly anniversary thereof, as the case may be. Notwithstanding anything to the contrary contained herein, RD Fees shall not be payable under this Section 6(g) for more than one Registration Default occurring or existing at any one time.