Notes Etc Clause Samples

Notes Etc held by Agents

Notes Etc held by Agents: each Agent (1) acknowledges that all forms of Notes, Certificates, Coupons and Talons delivered to and held by it pursuant to this Agreement shall be held by it as custodian only and it shall not be entitled to and shall not claim any lien or other security interest on such forms, (2) shall only use such forms in accordance with this Agreement, (3) shall maintain all such forms in safe custody, (4) shall take such security measures as may reasonably be necessary to prevent their theft, loss or destruction and (5) shall keep an inventory of all such forms and make it available to the Relevant Issuer, the Guarantor (in the case of EFI Notes) and the other Agents at all reasonable times.

Notes Etc. Each of the Noteholders shall have delivered to Buyer (a) the Notes held by such Noteholder evidencing the Loans set forth on Exhibit B hereto, opposite the name of such Noteholder and duly endorsed in blank, or accompanied by appropriate bond powers, in proper form for transfer, (b) an Assignment and Acceptance, executed by such Noteholder, for each Loan Agreement to which such Noteholder is a party, which Assignment and Acceptance shall be substantially in the form attached as Exhibit C to such Loan Agreement (an "Assignment and Acceptance"), (c) an assignment of any security agreement relating to the Notes to which such Noteholder is a party and (d) a copy of each Loan Agreement to which such Noteholder is a party. The Company shall have taken all such action as shall be necessary to effect the transfer of the Notes, the Loan Agreements and the related agreements, including without limitation, recording such transfer on its books if and to the extent Buyer shall specifically identify and request such action by the Company by written request to the Company and the Sellers at least ten (10) days prior to the Closing Date.

Notes Etc. (a) Each Borrower's obligation to pay the principal of (or the Face Amount of, as the case may be), and interest on, all the Loans made to such Borrower by each Lender shall be set forth in the Register maintained by the Agent pursuant to Section 12.17 and shall, if requested by any Lender, also be evidenced (i) if Dollar Revolving Loans, by a promissory note duly executed and delivered by Workflow substantially in the form of Exhibit C-1, with blanks appropriately completed in conformity herewith (each a "Dollar Revolving Note" and, collectively, the "Dollar Revolving Notes"), (ii) if Canadian Revolving Loans, by a promissory note duly executed and delivered by DBF substantially in the form of Exhibit C-2, with blanks appropriately completed in conformity herewith (each a "Canadian Revolving Note" and, collectively, the "Canadian Revolving Notes"), and (iii) if Swingline Loans, by a promissory note duly executed and delivered by Workflow substantially in the form of Exhibit C-3, with blanks appropriately completed in conformity herewith (the "Swingline Note"). The terms of each Competitive Bid Loan shall be evidenced by the respective correspondence between Workflow and the respective Bidder Lender pursuant to Section 1.04 and, unless otherwise agreed by Workflow and the respective Bidder Lender or unless the respective Bidder Lender makes a request pursuant to the immediately succeeding sentence, Competitive Bid Loans shall not be evidenced by promissory notes. If requested by any Lender, (x) Workflow agrees to execute and deliver a promissory note, in form reasonably satisfactory to the respective Lender, evidencing the Competitive Bid Loans of such Lender to Workflow (with any such promissory notes herein called "Competitive Bid Notes") and (y) each Borrower agrees to execute and deliver a Dollar Revolving Note, a Canadian Revolving Note or the Swingline Note, as the case may be, evidencing the Dollar Revolving Loans, the Canadian Revolving Loans or the Swingline Loans, respectively, of such Lender to such Borrower. (b) The Dollar Revolving Note issued to each Lender shall (i) be executed by Workflow, (ii) be payable to the order of such Lender and be dated the Effective Date (or, if issued to a Person that became a Lender after the Effective Date, be dated the date of issuance thereof), (iii) be in a stated principal amount equal to the Commitment of such Lender (or, if issued after the termination thereof, be in a stated principal amount equal to the...

Notes Etc. 27 7.06. Share Certificates..............................................28 7.07.

Notes Etc held by Agents (a) acknowledges that all forms of Notes, Certificates, Coupons, Receipts and Talons delivered to and held by it pursuant to this Agreement shall be held by it as custodian only and it shall not be entitled to and shall not claim any lien or other security interest on such forms: (b) shall only use such forms in accordance with this Agreement; (c) shall maintain all such forms in safe custody; (d) shall take such security measures as may reasonably be necessary to prevent their theft, loss or destruction; and (e) shall keep an inventory of all such forms and make it available to the relevant Issuer, the relevant Guarantor(s), the Trustee and the other Agents at all reasonable times.

Notes Etc. (a) The Borrower’s obligation to pay the principal of, and interest on, all the Loans made to such Borrower by each Lender shall be set forth in the Register maintained by the Agent pursuant to Section

Notes Etc. Each Lender's Revolving Loans under its Commitment shall be evidenced by a Revolving Note payable to the order of such Lender in a maximum principal amount equal to such Lender's Percentage of the original applicable Commitment Amount, and the Swing Line Lender's Swing Line Loans under its Swing Line Loan Commitment shall be evidenced by a Swing Line Note payable to the order of the Swing Line Lender in a maximum principal amount equal to the Swing Line Loan Commitment. The Borrower hereby irrevocably authorizes each Lender (including the Swing Line Lender) to make (or cause to be made) appropriate notations on the grid attached to such Lender's Revolving Note or the Swing Line Note, as the case may be (or on any continuation of such grid), which notations, if made, shall be prima facie evidence of (absent manifest error), inter alia, the date of, the outstanding principal of, and the type of interest rate and Interest Period applicable to the Loans evidenced thereby; provided, however, that the failure of any Lender to make any such notations shall not limit or otherwise affect any Obligations of any Obligor.

Notes Etc to Trustee and Company. Any request, demand, authorization, direction, notice, consent, waiver or Act of Holders or other document provided or permitted by this Indenture to be made upon, given or furnished to, or filed with: (a) the Trustee by any Holder or the Company shall be sufficient for every purpose hereunder if made, given, furnished or filed in writing to or with the Trustee at its Corporate Trust Office, Attention: Corporate Trust Trustee Administration; or (b) the Company by the Trustee or by any Holder shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to the Company at 8155 T&B Boulevard, Memphis, Tennessee 38125, attention Vice Presid▇▇▇-▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ (▇▇▇▇ ▇ ▇▇▇▇ ▇▇ ▇▇e Vice President-General Counsel and Secretary), or at any other address previously furnished in writing to the Trustee by the Company.