Delayed Draw Notes. Subject to the terms and conditions expressly set forth in this Agreement, the Issuer shall issue and sell to each Note Purchaser that is party to this Agreement on the Delayed Draw Note Purchase Date, and each such Note Purchaser shall purchase from the Issuer, on the Delayed Draw Note Purchase Date, Delayed Draw Notes in a principal amount equal to an amount specified by the Issuer up to the Delayed Draw Commitment of such Note Purchaser at a purchase price equal to 100% of such principal amount (subject to Section 3.2(b)); provided that (x) on the Delayed Draw Note Purchase Date, each Note Purchaser purchasing Delayed Draw Notes shall purchase its pro rata portion of such Delayed Draw Notes, (y) there shall not be more than one (1) Delayed Draw Note Purchase Date, and (z) the Delayed Draw Notes shall be of the same series and shall have identical terms as the Initial Notes. The aggregate principal amount of Delayed Draw Notes issued hereunder shall be at least $10,000,000 and integral multiples of $1,000,000 in excess thereof. The Delayed Draw Commitment of each Note Purchaser shall expire and be irrevocably terminated on the earlier of (A) the purchase by such Note Purchaser of Delayed Draw Note Purchase Date in a principal amount equal to the amount specified by the Issuer pursuant to this clause (ii) and (B) the second (2nd) anniversary of the Closing Date.
Delayed Draw Notes. For any issuance of Delayed Draw Notes, the amount of any quarterly payment set forth in clause (a)(1) above shall be increased in an amount equal to 0.625% of the original aggregate principal amount of Delayed Draw Notes so issued, such increase in quarterly payment to be reflected for the first such quarterly payment to occur after the last day of the calendar quarter in which such Delayed Draw Notes were issued.
Delayed Draw Notes. Each Delayed Draw Purchaser severally, and not jointly, agrees, subject to Sections 4.02 and 4.03 hereof, to purchase Delayed Draw Notes from the Issuer in Dollars, at par, in a principal amount not to exceed its Delayed Draw Note Commitment at any time and from time to time after the Closing Date until the termination of the Delayed Draw Note Commitment of such Delayed Draw Purchaser in accordance with the terms hereof. The Issuer shall be permitted to request either (i) two Issuances of Delayed Draw Term Notes, each, in an initial principal amount of $12,500,000 or (ii) one Issuance of Delayed Draw Term Notes in an initial principal amount of $25,000,000.
Delayed Draw Notes. The US Issuer has duly authorized the issuance, sale and delivery, on a one-time basis, of additional Senior Secured Notes due 2023 in the aggregate principal amount of $25,000,000, to be dated the Delayed Draw Note Closing Date, to mature on the Maturity Date, and to be substantially in the form of Exhibit A-2 hereto (all such notes originally issued pursuant to this paragraph (b), or delivered in substitution or exchange for any thereof, being collectively called the “Delayed Draw Notes” and individually an “Delayed Draw Note”). Notwithstanding anything to the contrary set forth herein, the Delayed Draw Notes, upon their issuance, will be immediately separable and transferable in accordance with the terms hereof.
Delayed Draw Notes. (i) Prior to the Maturity Date, and subject to satisfaction of the conditions set forth in Section 4.2, the Company may request that the Purchasers purchase, severally and not jointly, from the Company additional senior secured promissory notes in an aggregate principal amount not to exceed the Total Delayed Draw Note Commitment (each, a “Delayed Draw Note” and collectively, the “Delayed Draw Notes”) from time to time in such Holder’s Pro Rata Share of the Delayed Draw Note Commitment multiplied by the amount of Delayed Draw Notes required (the “Delayed Draw Purchase Price”) in an applicable borrowing request delivered to the Purchaser in accordance with this subsection (b); provided that the Delayed Draw Notes will not at any time exceed the Delayed Draw Note Commitment of each Holder or the Total Delayed Draw Note Commitment and provided further that each borrowing request shall be in an amount equal to $500,000 (commencing with the issuance of $500,000 in Delayed Draw Notes on the First Amendment Effective Date). No more than one (1) request for Delayed Draw Notes may be made in any thirty (30) day period. The Delayed Draw Note Commitment for each Holder shall reduce and expire on a dollar-for-dollar basis concurrently with the purchase and sale of each Delayed Draw Note on each Funding Date. Principal amounts repaid on the Delayed Draw Notes may not be re-borrowed. Whenever the Company desires a Delayed Draw Note be issued, the Company shall, not later than 3:00 p.m. (New York City time) five (5) Business Days prior to the proposed Funding Date of the Delayed Draw Note, provide the Purchasers irrevocable written notice of that borrowing request, in each case by an authorized officer of the Company. Each such notice must specify (A) the use of proceeds thereof, (B) the requested Funding Date and (C) certify that (I) immediately before and after giving effect to such issuance of Delayed Draw Notes, no Default or Event of Default shall have occurred or be continuing and (II) all of the conditions to the funding of such Delayed Draw Notes set forth in Section 4.2 shall be satisfied.
Delayed Draw Notes. (A) Subject to the Orders, compliance with the procedures and terms set forth in Section 2.03 and the conditions set forth in Section 4.02, the Company will issue and sell to the DIP Notes Creditors and each of the DIP Notes Creditors hereby severally but not jointly agrees to purchase from the Company on each Delayed Draw Borrowing Date in no more than four issuances, Delayed Draw Tranche A Notes and Delayed Draw Tranche B Notes (the “Delayed Draw Notes”) in an aggregate principal amount no greater than the principal amount specified opposite such DIP Notes Creditor’s name in the relevant columns of the Tranche A Commitment Schedule and Tranche B Commitment Schedule (each such amount of Delayed Draw Notes on a Delayed Draw Borrowing Date, a “Delayed Draw Note Amount”). Amounts borrowed under this Section 2.01(a)(ii) and repaid or prepaid may not be reborrowed
(B) If the applicable conditions set forth in this Agreement have been met, the sale and purchase of the Delayed Draw Notes pursuant to paragraph (b)(i) of this Section shall occur on such proposed Delayed Draw Borrowing Date, or such other date agreed by the Company, the Co-Administrative Agents and all of the DIP Notes Creditors.
(C) The DIP Notes Creditors’ obligations hereunder are several and not joint obligations and no DIP Notes Creditor shall have any liability to any Person for the performance or non-performance of any obligation by any other DIP Notes Creditor hereunder.
Delayed Draw Notes. The Agent shall have received a duly executed Delayed Draw Note in favor of each Lender.
Delayed Draw Notes. The obligation of each Purchaser to purchase the Deferred Draw Notes shall be subject to the further conditions precedent that on the Deferred Draw Closing Date, the following statements shall be true (and the giving of the applicable notice of issuance and issuance by any Company of such Notes to Purchasers shall constitute a representation and warranty by any Company that both on the date of such notice and on the Deferred Draw Closing Date such statements are true):
(i) Initial Conditions Precedent. The conditions set forth in Section 12.1 are satisfied;
