Common use of Delayed Delivery Fee Clause in Contracts

Delayed Delivery Fee. If the closing of the purchase and sale of any Accepted Note is delayed for any reason beyond the original Closing Day for such Accepted Note, the Company will pay to Prudential (a) on the Cancellation Date or actual closing date of such purchase and sale and (b) if earlier, the next Business Day following 90 days after the Acceptance Day for such Accepted Note and on each Business Day following 90 days after the prior payment hereunder, a fee (herein called the Delayed Delivery Fee) calculated as follows: (BEY - MMY) X DTS/360 X PA where BEY means Bond Equivalent Yield, i.e., the bond equivalent yield per annum of such Accepted Note, MMY means Money Market Yield, i.e., the yield per annum on a commercial paper investment of the highest quality selected by Prudential on the date Prudential receives notice of the delay in the closing for such Accepted Note having a maturity date or dates the same as, or closest to, the Rescheduled Closing Day or Rescheduled Closing Days (a new alternative investment being selected by Prudential each time such closing is delayed); DTS means Days to Settlement, i.e., the number of actual days elapsed from and including the original Closing Day with respect to such Accepted Note (in the case of the first such payment with respect to such Accepted Note) or from and including the date of the next preceding payment (in the case of any subsequent delayed delivery fee payment with respect to such Accepted Note) to but excluding the date of such payment; and PA means Principal Amount, i.e., the principal amount of the Accepted Note for which such calculation is being made. In no case shall the Delayed Delivery Fee be less than zero. Nothing contained herein shall obligate any Purchaser to purchase any Accepted Note on any day other than the Closing Day for such Accepted Note, as the same may be rescheduled from time to time in compliance with paragraph 2B(7).

Delayed Delivery Fee. If the closing of the purchase and sale of any Accepted Note is delayed for any reason (other than, with respect to any Accepted Note, because the Purchaser of such Accepted Note is prohibited by law from purchasing an Accepted Note or the Purchaser of such Accepted Notes shall request a delay in writing) beyond the original Closing Day for such Accepted Note, the Company will pay to Prudential (a) the Purchaser which shall have agreed to purchase such Accepted Note, on the last Business Day of each calendar month, commencing with the first such day to occur more than 30 days after the Acceptance Day for such Accepted Note and ending with the last such day to occur prior to the Cancellation Date or the actual closing date of such purchase and sale, and on the Cancellation Date or actual closing date of such purchase and sale and (b) if earlier, the next Business Day following 90 such Cancellation Date or closing date occurs more than 30 days after the Acceptance Day for such Accepted Note and on each Business Day following 90 days after the prior payment hereunderNote), a fee (herein called the Delayed Delivery Fee"DELAYED DELIVERY FEE") calculated as follows: equal to the product of (BEY i) the amount determined by Prudential to be the amount by which the - MMY) X DTS/360 X PA where BEY means Bond Equivalent Yield, i.e., the bond equivalent yield per annum of such Accepted Note, MMY means Money Market Yield, i.e., Note exceeds the yield average investment rate per annum on alternative investments (this rate (on a commercial paper investment bond equivalent basis) would be, as of the highest quality selected by Prudential on date of this Agreement, the date Prudential receives notice 30-60-90 day Commercial Paper rate for Prudential, with the exact period being a function of the delay in the closing for such Accepted Note actual number of days elapsed) having a maturity date or dates the same as, or closest to, the Rescheduled Closing Day or Rescheduled Closing Days from time to time fixed for the delayed delivery of such Accepted Note, (ii) the principal -- amount of such Accepted Note, and (iii) a new alternative investment being selected by Prudential each time such closing fraction the numerator of which is delayed); DTS means Days --- equal to Settlement, i.e., the number of actual days elapsed from and including the original Closing 31st day after the Acceptance Day with respect to for such Accepted Note (in the case of the first such payment with respect to such Accepted Note) or from and including the date of the next preceding payment (in the case of any subsequent delayed delivery fee payment with respect to such Accepted Note) to but excluding the date of such payment; , and PA means Principal Amount, i.e., the principal amount denominator of the Accepted Note for which such calculation is being made360. In no case shall the Delayed Delivery Fee be less than zero. Nothing contained herein shall obligate any Purchaser to purchase any Accepted Note on any day other than the Closing Day for such Accepted Note, as the same may be rescheduled from time to time in compliance with paragraph 2B(7).2H.

Delayed Delivery Fee. If the closing of the purchase and sale of any Accepted Note is delayed for any reason (other than in the case where all conditions in Section 4 have been satisfied and a Purchaser fails to purchase its Accepted Notes) beyond the original Closing Day for such Accepted Note, the Company will pay to Prudential (a) each Purchaser which shall have agreed to purchase such Accepted Note on the Cancellation Date or actual closing date of such purchase and sale and (b) if earlier, the next Business Day following 90 days after the Acceptance Day for such Accepted Note and on each Business Day following 90 days after the prior payment hereunder, a fee (herein called the “Delayed Delivery Fee”) calculated as follows: (BEY - MMY) X DTS/360 X PA where BEY “BEY” means Bond Equivalent Yield, i.e., the bond equivalent yield per annum of such Accepted Note, MMY ; “MMY” means Money Market Yield, i.e., the yield per annum on a commercial paper investment of the highest quality selected by Prudential on the date Prudential receives notice of the delay in the closing for such Accepted Note having a maturity date or dates the same as, or closest to, the Rescheduled Closing Day or Rescheduled Closing Days for such Accepted Note (a new alternative investment being selected by Prudential each time such closing is delayed); DTS “DTS” means Days to Settlement, i.e., the number of actual days elapsed from and including the original Closing Day with respect to such Accepted Note (in the case of the first such payment with respect to such Accepted Note) or from and including the date of the next preceding payment (in the case of any subsequent delayed delivery fee payment with respect to such Accepted Note) to but excluding the date of such payment; and PA “PA” means Principal Amount, i.e., the principal amount of the Accepted Note for which such calculation is being made. In no case shall the Delayed Delivery Fee be less than zero. Nothing contained herein shall obligate any Purchaser to purchase any Accepted Note on any day other than the Closing Day for such Accepted Note, as the same may be rescheduled from time to time in compliance with paragraph 2B(7Section 3.2. (4).

Delayed Delivery Fee. If the closing of the purchase and sale of any Accepted Note is delayed for any reason (other than, with respect to any Accepted Note, because the Purchaser of such Accepted Note is prohibited by law from purchasing an Accepted Note or the Purchaser of such Accepted Notes shall request a delay in writing) beyond the original Closing Day for such Accepted Note, the Company will pay to Prudential (a) the Purchaser which shall have agreed to purchase such Accepted Note, on the last Business Day of each calendar month, commencing with the first such day to occur more than 30 days after the Acceptance Day for such Accepted Note and ending with the last such day to occur prior to the Cancellation Date or the actual closing date of such purchase and sale, and on the Cancellation Date or actual closing date of such purchase and sale and (b) if earlier, the next Business Day following 90 such Cancellation Date or closing date occurs more than 30 days after the Acceptance Day for such Accepted Note and on each Business Day following 90 days after the prior payment hereunderNote), a fee (herein called the "Delayed Delivery Fee") calculated as follows: equal to the product of (BEY - MMYi) X DTS/360 X PA where BEY means Bond Equivalent Yield, i.e., the amount determined by Prudential to be the amount by which the bond equivalent yield per annum of such Accepted Note, MMY means Money Market Yield, i.e., Note exceeds the yield average investment rate per annum on a commercial paper investment of the highest quality selected by Prudential on the date Prudential receives notice of the delay in the closing for such Accepted Note having a maturity date or dates the same as, or closest to, the Rescheduled Closing Day or Rescheduled Closing Days from time to time fixed for the delayed delivery of such Accepted Note, (ii) the principal amount of such Accepted Note, and (iii) a new alternative investment being selected by Prudential each time such closing fraction the numerator of which is delayed); DTS means Days equal to Settlement, i.e., the number of actual days elapsed from and including the original Closing 31st day after the Acceptance Day with respect to for such Accepted Note (in the case of the first such payment with respect to such Accepted Note) or from and including the date of the next preceding payment (in the case of any subsequent delayed delivery fee payment with respect to such Accepted Note) to but excluding the date of such payment; , and PA means Principal Amount, i.e., the principal amount denominator of the Accepted Note for which such calculation is being made360. In no case shall the Delayed Delivery Fee be less than zero. Nothing contained herein shall obligate any Purchaser to purchase any Accepted Note on any day other than the Closing Day for such Accepted Note, as the same may be rescheduled from time to time in compliance with paragraph 2B(7).2H.

Delayed Delivery Fee. If the closing of the purchase and sale of any Accepted Note is delayed for any reason beyond the original Closing Day for such Accepted Note, the Company will pay to Prudential (a) each Purchaser which shall have agreed to purchase such Accepted Note on the Cancellation Date or actual closing date of such purchase and sale and (b) if earliersale, the next Business Day following 90 days after the Acceptance Day for such Accepted Note and on each Business Day following 90 days after the prior payment hereunder, a fee an amount (herein called the “Delayed Delivery Fee”) calculated as follows: equal to the product of (BEY - MMY1) X DTS/360 X PA where BEY means Bond Equivalent Yield, i.e., the amount determined by Prudential to be the amount by which the bond equivalent yield per annum of such Accepted Note, MMY means Money Market Yield, i.e., Note exceeds the yield investment rate per annum on a commercial paper an alternative investment of the highest quality selected by Prudential on the date Prudential receives notice of the delay in the closing for such Accepted Note and having a maturity date or dates the same as, or closest to, the Rescheduled Closing Day or Rescheduled Closing Days from time to time fixed for the delayed delivery of such Accepted Note, (2) the principal amount of such Accepted Note, and (3) a new alternative investment being selected by Prudential each time such closing fraction the numerator of which is delayed); DTS means Days equal to Settlement, i.e., the number of actual days elapsed from and including the original Closing Day with respect to for such Accepted Note (in the case of the first such payment with respect to such Accepted Note) or from and including the date of the next preceding payment (in the case of any subsequent delayed delivery fee payment with respect to such Accepted Note) to but excluding the date of such payment; , and PA means Principal Amount, i.e., the principal amount denominator of the Accepted Note for which such calculation is being made360. In no case shall the Delayed Delivery Fee be less than zero. Nothing contained herein shall obligate any Purchaser to purchase any Accepted Note on any day other than the Closing Day for such Accepted Note, as the same may be rescheduled from time to time in compliance with paragraph 2B(7Section 3.3. If all conditions to Closing set forth in Section 4 hereof have been satisfied on the original Closing Day for any Accepted Notes (other than (x) Section 4.4(b) unless the Company or any Subsidiary Guarantor shall have failed to comply with any reasonable request of the Purchasers or their special counsel to provide information necessary for the Purchasers’ special counsel to deliver the opinion required by such clause (b), (y) Section 4.5 unless the Company shall have failed to comply with the request of any Purchaser pursuant to the last sentence of such Section and/or (z) Section 4.6 where failure to sell results from another Purchaser refusing to purchase or being unable to purchase for any reason specified in Section 4.5 unless the Company shall have failed to comply with the request of any Purchaser pursuant to the last sentence of such Section 4.5) and a Purchaser fails to purchase such Accepted Notes, the Company shall have no obligation to pay the Delayed Delivery Fee with respect to such Accepted Notes.