Common use of Delayed Draw Notes Clause in Contracts

Delayed Draw Notes. (a) 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. (b) Each Second Amendment Delayed Draw Note Purchaser 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 an amount equal to the amount of all then outstanding Second Amendment Delayed Draw Note Commitments.

Delayed Draw Notes. (a) Each Delayed Draw Purchaser severallySubject to the terms and conditions set forth herein, each Purchaser, severally and not jointly, agrees, subject to Sections 4.02 and 4.03 hereof, agrees to purchase Delayed Draw Notes from the Issuer during the Delayed Draw Availability Period in Dollars, at par, in a an aggregate principal amount not to exceed its such Purchaser’s Delayed Draw Note Commitment Commitment, in the amounts and at any time and from time to time after the Closing Date until purchase price set forth on Schedule 1.1 (or the termination ratable portion of such purchase price in respect of the amount of the Delayed Draw Note Commitment of such Notes issued on any Delayed Draw Purchaser in accordance with Funding Date). Principal amounts of 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 Notes that are repaid or (ii) one Issuance of Delayed Draw Term Notes in an initial principal amount of $25,000,000prepaid may not be reborrowed. (b) Each Second Amendment The parties hereto acknowledge and agree that any Delayed Draw Note Purchaser severallyNotes 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 Section 8.2 (each, a “Delayed Draw Notice”), each Purchaser, severally and not jointly, agrees, subject to Section 4.03 hereof, agrees 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 one or more Delayed Draw Notes during the Delayed Draw Availability Period in Dollars, at par, in a principal an amount not to exceed its Second Amendment such Purchaser’s Delayed Draw Note Commitment Commitment. Each issuance of Delayed Draw Notes shall be in a single request on or after an aggregate principal amount for all Delayed Draw Notes issued in such issuance of not less than $20,000,000 and the Second Amendment Effective Date until the termination aggregate amount of the Second Amendment Delayed Draw Note Commitment 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 Second Amendment Delayed Draw Note Purchaser in accordance with Notes (which shall be a Business Day) (each a “Delayed Draw Funding Date”) and (ii) the terms hereofprincipal 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 shall be permitted may not issue more than two Delayed Draw Notices during the Delayed Draw Availability Period. (c) On the Delayed Draw Funding Date, the Issuer will deliver to request one issuance of Second Amendment the Purchasers the Delayed Draw Notes (in such permitted domination or dominations and registered in its name or the name of such nominee or nominees as the Purchasers may request) against payment of the purchase price therefor by intra-bank or federal funds wire transfer of same day funds to such bank accounts as the Issuer designates at least one Business Day prior to the Delayed Draw Funding Date. (d) The Issuer may terminate all or any portion of the Delayed Draw Commitments at any time, and from time to time, during the Delayed Draw Availability Period, in each case without premium or penalty, upon not less than one (1) Business Day’s prior written notice to Agent and the Purchasers. (e) In connection with any purchase and sale of Delayed Draw Notes on a Delayed Draw Funding Date, the primary purpose of which is to finance a Permitted Acquisition, notwithstanding the conditions set forth in Section 8.3 and set forth in clause (f) of the defined term “Permitted Acquisition”, the Purchasers may agree in an amount equal amendment to the amount Agreement signed solely by such Purchasers and the Issuer, to waive in full or in part the conditions set forth in clauses (a) and (b) (other than with respect to any Event of all then outstanding Second Amendment Delayed Draw Note CommitmentsDefault under Section 10.1 or Sections 10.7 or 10.8) of Section 8.3 and the condition set forth in clause (f) of the defined term “Permitted Acquisition”.

Delayed Draw Notes. (a) Each 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 Purchaser severallyNote Purchase Date, and not jointlyeach such Note Purchaser shall purchase from the Issuer, agreeson the Delayed Draw Note Purchase Date, 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 equal to exceed its an amount specified by the Issuer up to the Delayed Draw Commitment of such Note Commitment Purchaser at any time and from time a purchase price equal to time after the Closing Date until the termination 100% of such principal amount (subject to Section 3.2(b)); provided that (x) on the Delayed Draw Note Commitment Purchase Date, each Note Purchaser purchasing Delayed Draw Notes shall purchase its pro rata portion of such Delayed Draw Purchaser in accordance with 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 hereofas the Initial Notes. The Issuer shall be permitted to request either (i) two Issuances aggregate principal amount of Delayed Draw Term Notes, each, in an initial principal amount Notes issued hereunder shall be at least $10,000,000 and integral multiples of $12,500,000 or 1,000,000 in excess thereof. The Delayed Draw Commitment of each Note Purchaser shall expire and be irrevocably terminated on the earlier of (iiA) one Issuance the purchase by such Note Purchaser of Delayed Draw Term Notes in an initial principal amount of $25,000,000. (b) Each Second Amendment Delayed Draw Note Purchaser 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, Purchase Date 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 an amount equal to the amount specified by the Issuer pursuant to this clause (ii) and (B) the second (2nd) anniversary of all then outstanding Second Amendment Delayed Draw Note Commitmentsthe Closing Date.

Delayed Draw Notes. (ai) Each Delayed Draw Purchaser severallyPrior 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, agrees, subject to Sections 4.02 and 4.03 hereof, to purchase Delayed Draw Notes from the Issuer Company additional senior secured promissory notes in Dollars, at par, in a an aggregate principal amount not to exceed its the Total Delayed Draw Note Commitment at any time (each, a “Delayed Draw Note” and collectively, the “Delayed Draw Notes”) from time to time after the Closing Date until the termination in such Holder’s Pro Rata Share of the Delayed Draw Note Commitment multiplied by the amount of such 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 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. (b) Each Second Amendment Delayed Draw Note Purchaser severally, and will not jointly, agrees, subject to Section 4.03 hereof, to purchase senior second lien secured PIK notes substantially in at any time exceed 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 each Holder or the Total Delayed Draw Note Purchaser in accordance with the terms hereof. The Issuer Commitment and provided further that each borrowing request shall be permitted to request one issuance of Second Amendment Delayed Draw Notes in an amount equal to $500,000 (commencing with the amount issuance of all then outstanding Second $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 CommitmentsCommitment 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. (ai) Each Delayed Draw Purchaser severallyThe Issuer has duly authorized the issuance, sale and not jointly, agrees, subject to Sections 4.02 and 4.03 hereofdelivery of its additional Senior Secured Notes due 2027 in the aggregate principal amount of $30,000,000, to purchase Delayed Draw Notes from be dated the Issuer in Dollars, at par, in a principal amount not to exceed its First Delayed Draw Note Commitment at any time and from time to time after the Closing Date until (except as and to the termination of 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 Note Commitment of such Notes” and individually a “First Delayed Draw Purchaser 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 shall be permitted to request either (i) two Issuances has duly authorized the issuance, sale and delivery of Delayed Draw Term Notes, each, its additional Senior Secured Notes due 2027 in an initial the aggregate 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 20,000,000, to be dated the Third Delayed Draw Note Purchaser severallyClosing Date, to mature on the Maturity Date, and not jointly, agrees, subject to Section 4.03 hereof, to purchase senior second lien secured PIK notes be substantially in the form of Exhibit B‑5 attached 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 “Second Amendment Third Delayed Draw Notes”) from the Issuer in Dollars, at par, in ” and individually a principal amount not to exceed its Second Amendment “Third Delayed Draw Note Commitment in a single request on or after Note”). Notwithstanding anything to the Second Amendment Effective Date until contrary set forth herein, the termination of the Second Amendment Third Delayed Draw Note Commitment of such Second Amendment Delayed Draw Note Purchaser Notes, upon their issuance, will be immediately separable and transferable in accordance with the terms hereof. The . (iv) Notwithstanding anything in this Agreement to the contrary, in the event the Issuer shall be permitted is unable to issue, sell and deliver the First 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), the Issuer, in its sole discretion, may request one the issuance of Second Amendment the First Delayed Draw Notes in an amount equal the Notice of Issuance (in compliance with Section 2.06) with respect to the issuance of the Third Delayed Draw 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 First Delayed Draw Notes. If the Purchasers agree, in their sole discretion, to purchase the entire amount or any lesser amount of all then outstanding Second Amendment such First Delayed Draw Note CommitmentsNotes on the Third Delayed Draw Closing Date, 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, the aggregate principal amount of such First Delayed Draw Notes shall be as set forth in the applicable Extended Availability Notice and the First Delayed Draw Closing Date shall be the Third Delayed Draw Closing Date, as the case may be, for all purposes hereunder (including, for purposes of clarity, for purposes of calculating any Make-Whole Amount).

Delayed Draw Notes. (ai) Each On or before the Delayed Draw Purchaser severallyCommitment Termination 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, agrees, subject from the Company additional senior secured promissory notes to Sections 4.02 and 4.03 hereof, to purchase be issued on the Second Closing Date (the “Delayed Draw Notes from Notes”, and together with the Issuer Initial Notes, the “Notes”) in Dollars, at par, in a an aggregate principal amount not to exceed its the lesser of (i) $1,000,000 and (ii) 25% of the proceeds actually received from the Incremental Equity Issuance (the “Delayed Draw Note Purchase Price”) of the Company on or before the Delayed Draw Commitment at any time and from time Termination Date. (ii) The Company may request the issuance of Delayed Draw Notes by sending an irrevocable written notice to time after the Purchasers not later than noon (New York City time) of such request. Each such notice must (A) specify a reasonably detailed calculation of the Delayed Draw Purchase Price, (B) specify the requested funding date for the Second Closing Date until and (C) certify that (I) immediately before and after giving effect to the termination Second Closing Date 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 the Delayed Draw Note Commitment set forth in Section 4.2 shall be satisfied. (iii) Each Holder shall purchase each Delayed Draw Note issued hereunder on the proposed Second Closing Date thereof by wire transfer of immediately available funds by 3:00 p.m. (New York City time) to the account of the Company most recently designated by it for such purpose by notice to the Holders. The Delayed Draw Notes issued to the Holders on the Second Closing Date shall be purchased by the Holders ratably in accordance with their respective Delayed Draw Note Commitments. The failure of any Holder to pay its Pro Rata Share of such Delayed Draw Purchaser in accordance with Purchase Price or portion thereof required to be made by it shall not relieve any other Holder of its obligations hereunder; provided, that the terms hereof. The Issuer Delayed Draw Note Commitments of the Holders are several and no Holder shall be permitted responsible for any other Holder’s failure to request either (i) two Issuances purchase its Pro Rata Share of the 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 $25,000,000Note as required. (biv) Each Second Amendment The Delayed Draw Note Purchaser severallyNotes shall constitute Notes under, and not jointlyshall be entitled to all the benefits afforded by, agreesthis Agreement and the other Note Documents, subject and shall, without limiting the foregoing, benefit equally and ratably from any guarantees and the security interests created by the Note Documents. The Company shall take any actions reasonably required by the Purchaser to Section 4.03 hereof, ensure and demonstrate that the Liens and security interests granted by the Note Documents continue to purchase senior second lien secured PIK notes substantially in be perfected under the form UCC or otherwise after giving effect to the establishment of Exhibit B‑5 attached hereto (the “Second Amendment any such 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 an amount equal to the amount of all then outstanding Second Amendment Delayed Draw Note Commitments.

Delayed Draw Notes. (ai) Each Delayed Draw Purchaser severallyThe Issuer has duly authorized the issuance, sale and not jointly, agrees, subject to Sections 4.02 and 4.03 hereofdelivery of its additional Senior Secured Notes due 2024 in the aggregate principal amount of $30,000,000, to purchase Delayed Draw Notes from be dated the Issuer in Dollars, at par, in a principal amount not to exceed its First Delayed Draw Note Commitment at any time and from time to time after the Closing Date until (except as and to the termination extent expressly provided in clause (iv) below), 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 clause (b)(i), or delivered in substitution or exchange for any thereof, being collectively called the “First Delayed Draw Note Commitment of such Notes” and individually a “First Delayed Draw Purchaser 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) The Issuer shall be permitted to request either (i) two Issuances has duly authorized the issuance, sale and delivery of Delayed Draw Term Notes, each, its additional Senior Secured Notes due 2024 in an initial the aggregate 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 20,000,000, to be dated the Second Amendment Delayed Draw Note Purchaser severallyClosing Date (except as and to the extent expressly provided in clause (iv) below), to mature on the Maturity Date, and not jointly, agrees, subject to Section 4.03 hereof, to purchase senior second lien secured PIK notes be substantially in the form of Exhibit B‑5 attached A-3 hereto (all such notes originally issued pursuant to this clause (b)(ii), or delivered in substitution or exchange for any thereof, being collectively called the “Second Amendment Delayed Draw Notes”) from the Issuer in Dollars, at par, in ” and individually a principal amount not to exceed its “Second Amendment Delayed Draw Note Commitment in a single request on or after Note”). Notwithstanding anything to the contrary set forth herein, the Second Amendment Effective Date until the termination of the Second Amendment Delayed Draw Note Commitment of such Second Amendment Delayed Draw Note Purchaser Notes, upon their issuance, will be immediately separable and transferable in accordance with the terms hereof. . (iii) The Issuer shall 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 permitted dated the Third Delayed Draw Note Closing Date, to request one issuance mature on the Maturity Date, and to be substantially in the form of Second Amendment 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 in an amount equal 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 all then outstanding Second Amendment such First Delayed Draw Note CommitmentsNotes 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 as set forth in the applicable Extended Availability Notice and the First Delayed Draw Closing Date and/or the Second Delayed Draw Closing Date, as applicable, shall be the Second Delayed Draw Closing Date or the Third Delayed Draw Closing Date, as the case may be, for all purposes hereunder (including, for purposes of clarity, for purposes of calculating any Make-Whole Amount)].

Delayed Draw Notes. (ab) 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. (bc) Each Second Amendment Delayed Draw Note Purchaser 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 an amount equal to the amount of all then outstanding Second Amendment Delayed Draw Note Commitments.

Delayed Draw Notes. (a) Each Delayed Draw Purchaser severallySubject to the terms and conditions set forth herein, each Purchaser, severally and not jointly, agrees, subject to Sections 4.02 and 4.03 hereof, agrees to purchase Delayed Draw Notes from the Issuer during the Delayed Draw Availability Period in Dollars, at par, in a an aggregate principal amount not to exceed its such Purchaser’s Delayed Draw Note Commitment Commitment, in the amounts and at any time and from time to time after the Closing Date until purchase price set forth on Schedule 1.1 (or the termination ratable portion of such purchase price in respect of the amount of the Delayed Draw Note Commitment of such Notes issued on any Delayed Draw Purchaser in accordance with Funding Date). Principal amounts of 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 Notes that are repaid or (ii) one Issuance of Delayed Draw Term Notes in an initial principal amount of $25,000,000prepaid may not be reborrowed. (b) Each Second Amendment The parties hereto acknowledge and agree that any Delayed Draw Note Purchaser severallyNotes 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 Section 8.2 (each, a “Delayed Draw Notice”), each Purchaser, severally and not jointly, agrees, subject to Section 4.03 hereof, agrees 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 one or more Delayed Draw Notes during the Delayed Draw Availability 60358086_160358086_13 Period in Dollars, at par, in a principal an amount not to exceed its Second Amendment such Purchaser’s Delayed Draw Note Commitment Commitment. Each issuance of Delayed Draw Notes shall be in a single request on or after an aggregate principal amount for all Delayed Draw Notes issued in such issuance of not less than $20,000,000 and the Second Amendment Effective Date until the termination aggregate amount of the Second Amendment Delayed Draw Note Commitment 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 Second Amendment Delayed Draw Note Purchaser in accordance with Notes (which shall be a Business Day) (each a “Delayed Draw Funding Date”) and (ii) the terms hereofprincipal 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 shall be permitted may not issue more than two Delayed Draw Notices during the Delayed Draw Availability Period. (c) On the Delayed Draw Funding Date, the Issuer will deliver to request one issuance of Second Amendment the Purchasers the Delayed Draw Notes (in such permitted domination or dominations and registered in its name or the name of such nominee or nominees as the Purchasers may request) against payment of the purchase price therefor by intra-bank or federal funds wire transfer of same day funds to such bank accounts as the Issuer designates at least one Business Day prior to the Delayed Draw Funding Date. (d) The Issuer may terminate all or any portion of the Delayed Draw Commitments at any time, and from time to time, during the Delayed Draw Availability Period, in each case without premium or penalty, upon not less than one (1) Business Day’s prior written notice to Agent and the Purchasers. (e) In connection with any purchase and sale of Delayed Draw Notes on a Delayed Draw Funding Date, the primary purpose of which is to finance a Permitted Acquisition, notwithstanding the conditions set forth in Section 8.3 and set forth in clause (f) of the defined term “Permitted Acquisition”, the Purchasers may agree in an amount equal amendment to the amount Agreement signed solely by such Purchasers and the Issuer, to waive in full or in part the conditions set forth in clauses (a) and (b) (other than with respect to any Event of all then outstanding Second Amendment Delayed Draw Note CommitmentsDefault under Section 10.1 or Sections 10.7 or 10.8) of Section 8.3 and the condition set forth in clause (f) of the defined term “Permitted Acquisition”.