Delayed Draw Note definition

Delayed Draw Note means a note of the Borrower payable to any Delayed Draw Lender in substantially the form of Exhibit A hereto, together with all amendments, modifications, replacements, extensions and rearrangements thereof.

Delayed Draw Note has the meaning set forth in Section 2.1(b).

Delayed Draw Note shall have the meaning set forth in the recitals to this Agreement.

Examples of Delayed Draw Note in a sentence

• Once drawn, no Delayed Draw Note Commitment may be redrawn, whether or not the Delayed Draw Notes related thereto have been repaid or prepaid.

• All of the Note Parties’ obligations under this Article III shall survive any transfer of the Notes, the termination of the Delayed Draw Note Commitments, the repayment, satisfaction or discharge of the Obligations hereunder and the resignation or replacement of the Collateral Agent.

• The Indebtedness represented by the Notes and the other Obligations under the applicable Note Documents of each Note Party is intended to constitute senior secured Indebtedness, and accordingly is, and shall be, at all times while the Notes and the other Obligations remain outstanding or the Purchasers have any outstanding Delayed Draw Note Commitments hereunder, pari passu or senior in right of payment with all Indebtedness (if any) of such Note Party.

• The agreements in this Section and the indemnity provisions of Section 12.02(d) shall survive the resignation of the Collateral Agent, the transfer of any Note, the replacement of any Purchaser, the termination of the Delayed Draw Note Commitments and the repayment, satisfaction or discharge of all the other Obligations.

• Subject to compliance with the other provisions of this Section 12.06, any transfer of Notes or Delayed Draw Note Commitments shall be effective upon the execution and delivery, by the transferor and the transferee (to the extent required by Section 12.06(b), with the consent of the Issuers and the Required Purchasers), pursuant to an Assignment and Assumption.

More Definitions of Delayed Draw Note

Delayed Draw Note means a promissory note made by the Borrower in favor of a Lender evidencing Delayed Draw Loans made by such Lender, substantially in the form of Exhibit B-3.

Delayed Draw Note and “Delayed Draw Notes” have the meanings specified in Section 2.01(b). \DC - 031561/000013 - 10875187 v5 \DC - 031561/000013 - 10875187 v7 \DC - 031561/000013 - 10875187 v9

Delayed Draw Note means a promissory note of the Lead Borrower payable to any Delayed Draw Term Lender or its registered assigns, in substantially the form of Exhibit C-3 hereto with appropriate insertions, evidencing the aggregate Indebtedness of the Lead Borrower to such Delayed Draw Term Lender resulting from the Delayed Draw Term Loans made by such Delayed Draw Term Lender.

Delayed Draw Note and “Delayed Draw Notes” means the First Delayed Draw Notes, the Second Delayed Draw Notes and the Third Delayed Draw Notes, individually, collectively or in any combination, as appropriate.

Delayed Draw Note means a promissory note made by the Borrower in favor of a Lender evidencing the Delayed Draw Loan made by such Lender, substantially in the form of Exhibit C-3 .

Delayed Draw Note and “Delayed Draw Notes” have the meanings specified in Section 2.01(b).

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.