Delayed Draw Note Commitment definition

Delayed Draw Note Commitment means for each Purchaser, the amount set forth opposite such Purchaser’s name on Schedule II, as the same may be terminated pursuant to the terms of this Agreement or adjusted from time to time as a result of assignments to or from such Purchaser.

Delayed Draw Note Commitment means, with respect to any Person, the commitment of such Person to purchase Delayed Draw Notes hereunder in an aggregate amount not to exceed the amount set forth opposite such Person’s name on Schedule 2.01, as the same may be (a) reduced from time to time pursuant to Section 2.11 and (b) reduced or increased from time to time pursuant to assignments by or to such Purchaser pursuant to Section 9.05. The aggregate amount of the Delayed Draw Purchasers’ Delayed Draw Note Commitments on the Closing Date is $25,000,000.

Delayed Draw Note Commitment means for each Purchaser, the amount set forth opposite such Purchaser’s name on Schedule II with respect to each of the First Delayed Draw Notes, Second Delayed Draw Notes and Third Delayed Draw Notes, as the same may be terminated pursuant to the terms of this Agreement or adjusted from time to time as a result of assignments to or from such Purchaser.

Examples of Delayed Draw Note Commitment 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.

• Any attempt to assign or otherwise transfer any Note or Delayed Draw Note Commitment (or portion thereof) not in compliance with this Agreement shall be null and void and neither the Issuer nor any transfer agent shall give any effect in the Issuer’s Note register to such attempted assignment or transfer.

• 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.

• Accrued Delayed Draw Note Commitment Fees shall be payable on each Interest Payment Date (as defined in Section 3.1(a) below) and on the date on which the Delayed Draw Note Commitments terminate, commencing on the first such date to occur after the date hereof.

• All Delayed Draw Note Commitment Fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

• The remaining Delayed Draw Note Commitment of each DIP Creditor shall automatically and permanently terminate on the Delayed Draw Commitment Termination Date.

• 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.

• So long as any Purchaser shall have any Delayed Draw Note Commitment hereunder, any Note or other Obligation hereunder shall remain unpaid or unsatisfied (other than contingent indemnification obligations for which no claim has been asserted), no Note Party shall, nor shall it permit any Subsidiary to, directly or indirectly: 8.01 Liens.

• So long as any Purchaser shall have any Delayed Draw Note Commitment hereunder, any Note or other Obligation hereunder shall remain unpaid or unsatisfied (other than contingent indemnification obligations for which no claim has been asserted), no Note Party shall, nor shall it permit any Subsidiary to, directly or indirectly: 8.25 Liens.

• The requested Delayed Draw Purchase Price does not exceed (i) each Holder’s remaining Delayed Draw Note Commitment or (ii) the Total Delayed Draw Note Commitment, in each case, as of the requested Funding Date.

More Definitions of Delayed Draw Note Commitment

Delayed Draw Note Commitment means, with respect to each Purchaser, the commitment, if any, of such Purchaser to purchase the Delayed Draw Notes, expressed as an amount representing the maximum principal amount of the Delayed Draw Notes to be purchased by such Purchaser. The amount of each Purchaser’s Delayed Draw Note Commitment is set forth on Schedule 2.1. The aggregate amount of the Purchasers’ Delayed Draw Note Commitment shall not exceed $2,000,000.00.

Delayed Draw Note Commitment has the meaning set forth in the Second Lien Note Purchase Agreement.

Delayed Draw Note Commitment means for each Purchaser, the amount set forth opposite such Purchaser’s name on Schedule II, as the same may be terminated pursuant to the terms of this Agreement or adjusted from time to time as a result of assignments to or from such Purchaser. “Deposit Account” means a “deposit account” (as defined in Article 9 of the Uniform Commercial Code), investment account (including securities accounts) or other account in which funds are held or invested to or for the credit or account of any Note Party. “Deposit Account Control Agreement” means (a) in respect of any United States Deposit Account, any account control agreement by and among a Note Party, the applicable depository bank (or securities intermediary, as the case may be) and the Collateral Agent, (b) in respect of any Norwegian Deposit Account, a pledge agreement in respect of such Deposit Account, perfected by notification to the relevant Deposit Account manager, and (c) in respect of any Deposit Account outside the United States or Norway, any similar agreement, instrument or document required or customarily delivered under the laws of such jurisdiction to perfect a security interest in Deposit Accounts in such jurisdiction, in each case in form and substance reasonably satisfactory to the Required Purchasers. “Designated Jurisdiction” means any country or territory to the extent that such country or territory is the subject of any comprehensive Sanction that is territorial in nature (for avoidance of doubt, as of the Closing Date, Cuba, Iran, North Korea, Syria and the Crimea region). “Disclosure Letter” means that certain disclosure letter dated as of the Closing Date containing certain schedules delivered by the Note Parties to the Collateral Agent and the Purchasers. “Disposition” or “Dispose” means the sale, transfer, license, lease or other disposition (including any Sale and Leaseback Transaction or any issuance by any Subsidiary of its Equity Interests) of any property by any Note Party or any Subsidiary of the Parent, including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith, but excluding the following (collectively, the “Permitted Transfers”):

Delayed Draw Note Commitment means the commitment of each DIP Creditor to purchase Delayed Draw Notes on a Delayed Draw Borrowing Date in an aggregate amount not to exceed the amount set forth opposite such DIP Creditor’s name in Schedule 1.01(a) and/or Schedule 1.01(b), as the same may be reduced or increased from time to time pursuant to the terms hereof and/or assignments by or to such DIP Creditor pursuant to Section 10.02 or as set forth herein in connection with the Syndication. The aggregate amount of the Delayed Draw Note Commitments on the Closing Date is

Delayed Draw Note Commitment means the commitment of each DIP Creditor to purchase Delayed Draw Notes on a Delayed Draw Borrowing Date in an aggregate amount not to exceed the amount set forth opposite such DIP Creditor’s name in Schedule 1.01(a) and/or Schedule 1.01(b), as the same may be reduced or increased from time to time pursuant to the terms hereof and/or assignments by or to such DIP Creditor pursuant to Section 10.02 or as set forth herein in connection with the Syndication. The aggregate amount of the Delayed Draw Note Commitments on the Closing Date is $43,221,073.70.