Common use of Delayed Draw Notes Clause in Contracts

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. (a) Subject to the terms and conditions expressly set forth herein, each Purchaser, severally and not jointly, agrees to purchase Delayed Draw Notes from the Issuer during the Delayed Draw Availability Period in an aggregate principal amount not to exceed such Purchaser’s Delayed Draw Commitment, in the amounts and at the purchase price set forth on Schedule 1.1 (or the ratable portion of such purchase price in respect of the amount of the Delayed Draw Notes issued on any Delayed Draw Funding Date). Principal amounts of the Delayed Draw Notes that are repaid or prepaid may not be reborrowed. (b) The parties hereto acknowledge and agree that any Delayed Draw Notes purchased by the Purchasers shall have the same pricing and terms as the Term Notes purchased on the Closing Date, and, once purchased, shall be deemed to be Notes for all purposes under this Agreement. Upon at least ten (10) Business Days’ prior written notice to the Purchasers and Agent, subject to the satisfaction of each of the conditions precedent set forth in this AgreementSection 8.2 (each, a “Delayed Draw Notice”), each Purchaser, severally and not jointly, agrees to purchase from the Issuer one or more Delayed Draw Notes during the Delayed Draw Availability Period in an amount not to exceed such Purchaser’s Delayed Draw Commitment. Each issuance of Delayed Draw Notes shall be in an aggregate principal amount for all Delayed Draw Notes issued in such issuance of not less than $20,000,000 and the aggregate amount of the Delayed Draw Notes purchased by all Purchasers during the Delayed Draw Availability Period shall not exceed $50,000,000. Each Delayed Draw Notice shall be irrevocable and shall specify (i) the requested date of the issuance of such Delayed Draw Notes (which shall be a Business Day) (each a “Delayed Draw Funding Date”) and (ii) the principal amount of such Delayed Draw Notes to be issued and purchased. Following the purchase of the Delayed Draw Notes, each Purchaser’s Delayed Draw Commitment shall be reduced by the amount purchased by such Purchaser. The Issuer may not issue more than two Delayed Draw Notices during the Delayed Draw Availability Period. (c) On the Delayed Draw Funding Date, the Issuer shall issue and sell will deliver to each Note Purchaser that is party to this Agreement on the Purchasers the Delayed Draw Note Purchase Date, Notes (in such permitted domination or dominations and each registered in its name or the name of such Note Purchaser shall nominee or nominees as the Purchasers may request) against payment of the purchase from the Issuer, on the Delayed Draw Note Purchase Date, Delayed Draw Notes in a principal amount equal price therefor by intra-bank or federal funds wire transfer of same day funds to an amount specified by such bank accounts as the Issuer up designates at least one Business Day prior to the Delayed Draw Commitment Funding Date. (d) The Issuer may terminate all or any portion 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 DateCommitments at any time, each Note Purchaser purchasing and from time to time, during the Delayed Draw Notes shall purchase its pro rata portion of such Delayed Draw NotesAvailability Period, (y) there shall in each case without premium or penalty, upon not be more less than one (1) Delayed Draw Note Purchase Date, Business Day’s prior written notice to Agent and the Purchasers. (ze) the Delayed Draw Notes shall be of the same series In connection with any purchase and shall have identical terms as the Initial Notes. The aggregate principal amount sale of Delayed Draw Notes issued hereunder shall be at least $10,000,000 and integral multiples of $1,000,000 in excess thereof. The on a Delayed Draw Commitment Funding Date, the primary purpose of each Note Purchaser shall expire which is to finance a Permitted Acquisition, notwithstanding the conditions set forth in Section 8.3 and be irrevocably terminated on set forth in clause (f) of the earlier of (A) defined term “Permitted Acquisition”, the purchase Purchasers may agree in an amendment to the Agreement signed solely by such Note Purchaser of Delayed Draw Note Purchase Date Purchasers and the Issuer, to waive in a principal amount equal to full or in part the amount specified by the Issuer pursuant to this clause conditions set forth in clauses (iia) and (Bb) (other than with respect to any Event of Default under Section 10.1 or Sections 10.7 or 10.8) of Section 8.3 and the second condition set forth in clause (2ndf) anniversary of the Closing Datedefined term “Permitted Acquisition”.

Delayed Draw Notes. Subject (a) Each Delayed Draw Purchaser severally, and not jointly, agrees, subject to the terms Sections 4.02 and conditions expressly set forth in this Agreement4.03 hereof, to purchase Delayed Draw Notes from the Issuer shall issue in Dollars, at par, in a principal amount not to exceed its Delayed Draw Note Commitment at any time and sell from time to each Note Purchaser that is party to this Agreement on time after the Closing Date until the termination of the Delayed Draw Note Purchase DateCommitment 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, and each such Note Purchaser shall purchase from the Issuereach, on the 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. (b) Each Second Amendment Delayed Draw Note Purchase DatePurchaser severally, and not jointly, agrees, subject to Section 4.03 hereof, to purchase senior second lien secured PIK notes substantially in the form of Exhibit B‑5 attached hereto (the “Second Amendment Delayed Draw Notes”) from the Issuer in Dollars, at par, in a principal amount not to exceed its Second Amendment Delayed Draw Note Commitment in a single request on or after the Second Amendment Effective Date until the termination of the Second Amendment Delayed Draw Note Commitment of such Second Amendment Delayed Draw Note Purchaser in accordance with the terms hereof. The Issuer shall be permitted to request one issuance of Second Amendment 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 Dateall then outstanding Second Amendment Delayed Draw Note Commitments.

Delayed Draw Notes. Subject (i) The Issuer has duly authorized the issuance, sale and delivery of its additional Senior Secured Notes due 2024 in the aggregate principal amount of $30,000,000, to be dated 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 First Delayed Draw Note Purchase Closing Date (except as and to the extent expressly provided in clause (iv) below), to mature on the Maturity Date, and each to be substantially in the form of Exhibit A-2 hereto (all such Note Purchaser shall purchase from notes originally issued pursuant to this clause (b)(i), or delivered in substitution or exchange for any thereof, being collectively called the Issuer, on the “First Delayed Draw Note Purchase Date, Notes” and individually a “First Delayed Draw Notes in a principal amount equal to an amount specified by the Issuer up Note”). Notwithstanding anything 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 contrary set forth herein, the Delayed Draw Note Purchase Date, each Note Purchaser purchasing Delayed Draw Notes shall purchase its pro rata portion of such First Delayed Draw Notes, upon their issuance, will be immediately separable and transferable in accordance with the terms hereof. (yii) there shall not The Issuer has duly authorized the issuance, sale and delivery of its additional Senior Secured Notes due 2024 in the aggregate principal amount of $20,000,000, to be more than one (1) dated the Second Delayed Draw Note Purchase Closing Date (except as and to the extent expressly provided in clause (iv) below), to mature on the Maturity Date, and to be substantially in the form of Exhibit A-3 hereto (zall such notes originally issued pursuant to this clause (b)(ii), or delivered in substitution or exchange for any thereof, being collectively called the “Second Delayed Draw Notes” and individually a “Second Delayed Draw Note”). Notwithstanding anything to the contrary set forth herein, the Second Delayed Draw Notes, upon their issuance, will be immediately separable and transferable in accordance with the terms hereof. (iii) The Issuer has duly authorized the issuance, sale and delivery of its additional Senior Secured Notes due 2024 in the aggregate principal amount of $20,000,000, to be dated the Third Delayed Draw Note Closing Date, to mature on the Maturity Date, and to be substantially in the form of Exhibit A-4 hereto (all such notes originally issued pursuant to this clause (b)(iii), or delivered in substitution or exchange for any thereof, being collectively called the “Third Delayed Draw Notes” and individually a “Third Delayed Draw Note”). Notwithstanding anything to the contrary set forth herein, the Third Delayed Draw Notes, upon their issuance, will be immediately separable and transferable in accordance with the terms hereof. (iv) Notwithstanding anything in this Agreement to the contrary, in the event the Issuer is unable to issue, sell and deliver the First Delayed Draw Notes and/or the Second Delayed Draw Notes because of the failure to satisfy the conditions precedent to the obligation of each Purchaser to purchase such Delayed Draw Notes set forth in Section 5.03(a) and/or Section 5.03(b), as the case may be, the Issuer, in its sole discretion, may request the issuance of the First Delayed Draw Notes and/or the Second Delayed Draw Notes, as applicable, in the Notice of Issuance (in compliance with Section 2.06) with respect to the issuance of the Second Delayed Draw Notes or the Third Delayed Draw Notes, as the case may be; provided, that the Purchasers shall have the right, but not the obligation, exercisable in their sole discretion, to purchase the entire amount or any lesser amount (including no amount) of such First Delayed Draw Notes or Second Delayed Draw Notes. If the Purchasers agree, in their sole discretion, to purchase the entire amount or any lesser amount of such First Delayed Draw Notes and/or Second Delayed Draw Notes on the Second Delayed Draw Closing Date and/or the Third Delayed Draw Closing Date, as the case may be, the Required Purchasers shall notify the Issuer and the Collateral Agent of such determination (such notice, an “Extended Availability Notice”) promptly, and in any event not later than fifteen (15) days after the receipt by Purchasers of such Notice of Issuance and upon the issuance, sale and purchase of such First Delayed Draw Notes and/or Second Delayed Draw Notes, as applicable, the aggregate principal amount of such First Delayed Draw Notes and/or Second Delayed Draw Notes shall be of as set forth in the same series applicable Extended Availability Notice and the First Delayed Draw Closing Date and/or the Second Delayed Draw Closing Date, as applicable, shall have identical terms be the Second Delayed Draw Closing Date or the Third Delayed Draw Closing Date, as the Initial Notes. The aggregate principal amount case may be, for all purposes hereunder (including, for purposes of Delayed Draw Notes issued hereunder shall be at least $10,000,000 and integral multiples clarity, for purposes 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 Datecalculating any Make-Whole Amount)].

Delayed Draw Notes. (a) Subject to the terms and conditions expressly set forth herein, each Purchaser, severally and not jointly, agrees to purchase Delayed Draw Notes from the Issuer during the Delayed Draw Availability Period in an aggregate principal amount not to exceed such Purchaser’s Delayed Draw Commitment, in the amounts and at the purchase price set forth on Schedule 1.1 (or the ratable portion of such purchase price in respect of the amount of the Delayed Draw Notes issued on any Delayed Draw Funding Date). Principal amounts of the Delayed Draw Notes that are repaid or prepaid may not be reborrowed. (b) The parties hereto acknowledge and agree that any Delayed Draw Notes purchased by the Purchasers shall have the same pricing and terms as the Term Notes purchased on the Closing Date, and, once purchased, shall be deemed to be Notes for all purposes under this Agreement. Upon at least ten (10) Business Days’ prior written notice to the Purchasers and Agent, subject to the satisfaction of each of the conditions precedent set forth in this AgreementSection 8.2 (each, a “Delayed Draw Notice”), each Purchaser, severally and not jointly, agrees to purchase from the Issuer one or more Delayed Draw Notes during the Delayed Draw Availability 60358086_160358086_13 Period in an amount not to exceed such Purchaser’s Delayed Draw Commitment. Each issuance of Delayed Draw Notes shall be in an aggregate principal amount for all Delayed Draw Notes issued in such issuance of not less than $20,000,000 and the aggregate amount of the Delayed Draw Notes purchased by all Purchasers during the Delayed Draw Availability Period shall not exceed $50,000,000. Each Delayed Draw Notice shall be irrevocable and shall specify (i) the requested date of the issuance of such Delayed Draw Notes (which shall be a Business Day) (each a “Delayed Draw Funding Date”) and (ii) the principal amount of such Delayed Draw Notes to be issued and purchased. Following the purchase of the Delayed Draw Notes, each Purchaser’s Delayed Draw Commitment shall be reduced by the amount purchased by such Purchaser. The Issuer may not issue more than two Delayed Draw Notices during the Delayed Draw Availability Period. (c) On the Delayed Draw Funding Date, the Issuer shall issue and sell will deliver to each Note Purchaser that is party to this Agreement on the Purchasers the Delayed Draw Note Purchase Date, Notes (in such permitted domination or dominations and each registered in its name or the name of such Note Purchaser shall nominee or nominees as the Purchasers may request) against payment of the purchase from the Issuer, on the Delayed Draw Note Purchase Date, Delayed Draw Notes in a principal amount equal price therefor by intra-bank or federal funds wire transfer of same day funds to an amount specified by such bank accounts as the Issuer up designates at least one Business Day prior to the Delayed Draw Commitment Funding Date. (d) The Issuer may terminate all or any portion 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 DateCommitments at any time, each Note Purchaser purchasing and from time to time, during the Delayed Draw Notes shall purchase its pro rata portion of such Delayed Draw NotesAvailability Period, (y) there shall in each case without premium or penalty, upon not be more less than one (1) Delayed Draw Note Purchase Date, Business Day’s prior written notice to Agent and the Purchasers. (ze) the Delayed Draw Notes shall be of the same series In connection with any purchase and shall have identical terms as the Initial Notes. The aggregate principal amount sale of Delayed Draw Notes issued hereunder shall be at least $10,000,000 and integral multiples of $1,000,000 in excess thereof. The on a Delayed Draw Commitment Funding Date, the primary purpose of each Note Purchaser shall expire which is to finance a Permitted Acquisition, notwithstanding the conditions set forth in Section 8.3 and be irrevocably terminated on set forth in clause (f) of the earlier of (A) defined term “Permitted Acquisition”, the purchase Purchasers may agree in an amendment to the Agreement signed solely by such Note Purchaser of Delayed Draw Note Purchase Date Purchasers and the Issuer, to waive in a principal amount equal to full or in part the amount specified by the Issuer pursuant to this clause conditions set forth in clauses (iia) and (Bb) (other than with respect to any Event of Default under Section 10.1 or Sections 10.7 or 10.8) of Section 8.3 and the second condition set forth in clause (2ndf) anniversary of the Closing Datedefined term “Permitted Acquisition”.

Delayed Draw Notes. Subject (i) The Issuer has duly authorized the issuance, sale and delivery of its additional Senior Secured Notes due 2027 in the aggregate principal amount of $30,000,000, to be dated the First Delayed Draw Note Closing Date (except as and to the extent expressly provided in clause (iv) below), to mature on the Maturity Date (all such notes originally issued pursuant to this clause (b)(i), or delivered in substitution or exchange for any thereof, being collectively called the “First Delayed Draw Notes” and individually a “First Delayed Draw Note”). Notwithstanding anything to the contrary set forth herein, the First Delayed Draw Notes, upon their issuance, will be immediately separable and transferable in accordance with the terms hereof. (ii) [Reserved.] (iii) The Issuer has duly authorized the issuance, sale and delivery of its additional Senior Secured Notes due 2027 in the aggregate principal amount of $20,000,000, to be dated the Third Delayed Draw Note Closing Date, to mature on the Maturity Date, and to be substantially in the form of Exhibit A-4 hereto (all such notes originally issued pursuant to this clause (b)(iii), or delivered in substitution or exchange for any thereof, being collectively called the “Third Delayed Draw Notes” and individually a “Third Delayed Draw Note”). Notwithstanding anything to the contrary set forth herein, the Third Delayed Draw Notes, upon their issuance, will be immediately separable and transferable in accordance with the terms hereof. (iv) Notwithstanding anything in this Agreement to the contrary, in the event the Issuer is unable to issue, sell and deliver the First Delayed Draw Notes because of the failure to satisfy the conditions expressly precedent to the obligation of each Purchaser to purchase such Delayed Draw Notes set forth in this AgreementSection 5.03(a), 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 in its sole discretion, may request the Delayed Draw Note Purchase Date, issuance of the First Delayed Draw Notes in a principal amount equal to an amount specified by the Issuer up Notice of Issuance (in compliance with Section 2.06) with respect to the issuance of the Third Delayed Draw Commitment Notes; provided, that the Purchasers shall have the right, but not the obligation, exercisable in their sole discretion, to purchase the entire amount or any lesser amount (including no amount) of such Note Purchaser at a First Delayed Draw Notes. If the Purchasers agree, in their sole discretion, to purchase price equal to 100% the entire amount or any lesser amount of such principal amount (subject to Section 3.2(b)); provided that (x) on the Delayed Draw Note Purchase Date, each Note Purchaser purchasing First Delayed Draw Notes on the Third Delayed Draw Closing Date, the Required Purchasers shall purchase its pro rata portion notify the Issuer and the Collateral Agent of such determination (such notice, an “Extended Availability Notice”) promptly, and in any event not later than fifteen (15) days after the receipt by Purchasers of such Notice of Issuance and upon the issuance, sale and purchase of such First Delayed Draw Notes, (y) there shall not be more than one (1) Delayed Draw Note Purchase Date, and (z) the aggregate principal amount of such First Delayed Draw Notes shall be of as set forth in the same series applicable Extended Availability Notice and the First Delayed Draw Closing Date shall have identical terms be the Third Delayed Draw Closing Date, as the Initial Notes. The aggregate principal amount case may be, for all purposes hereunder (including, for purposes of Delayed Draw Notes issued hereunder shall be at least $10,000,000 and integral multiples clarity, for purposes 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 Datecalculating any Make-Whole Amount).