Common use of Notes Etc Clause in Contracts

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 outstanding Dollar Revolving Loans of such Lender at such time) and be payable in the outstanding principal amount of the Dollar Revolving Loans evidenced thereby, (iv) mature on the Final Maturity Date, (v) bear interest as provided in the appropriate clause of Section 1.09 in respect of the Base Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 4.01, and mandatory prepayment as provided in Section 4.02, and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (c) The Canadian Revolving Note issued by DBF to each Lender that has a Canadian Sub-Commitment or outstanding Canadian Revolving Loans shall (i) be executed by DBF, (ii) be payable to the order of such Lender (or an Affiliate thereof designated by such Lender) and be dated the Effective Date (or, if issued to a Person that has become a Lender after the Effective Date, be dated the date of issuance thereof), (iii) be in a stated principal amount (expressed in Canadian Dollars) which exceeds by 25% the Canadian Dollar Equivalent (as of the date of issuance) of the respective Lender's Canadian Sub-Commitment; provided that if, because of fluctuations in exchange rates after the Effective Date, the amount of the Canadian Revolving Note of DBF held by any Lender would not be at least as great as the outstanding principal amount of, and the Face Amount of, as applicable, Canadian Revolving Loans made by such Lender to DBF and evidenced thereby, the respective Lender may request (and in such case DBF shall promptly execute and deliver) a new Canadian Revolving Note in an amount equal to the greater of (x) that amount (expressed in Canadian Dollars) which at that time exceeds by 25% the Canadian Dollar Equivalent of the respective Lender's Canadian Sub-Commitment or (y) the then outstanding principal amount of, and the Face Amount of, as applicable, all Canadian Revolving Loans made by such Lender to DBF, (iv) be payable in Canadian Dollars in the outstanding principal amount of, and Face Amount of, as applicable, the Canadian Revolving Loans made to DBF and evidenced thereby, (v) mature on the Final Maturity Date, (vi) bear interest as provided in the appropriate clause of Section 1.09 in respect of the Canadian Prime Rate Loans evidenced thereby, (vii) be subject to voluntary prepayment as provided in Section 4.01, and mandatory prepayment as provided in Section 4.02, and (viii) be entitled to the benefits of this Agreement and the other Credit Documents. (d) The Swingline Note issued to BTCo shall (i) be executed by Workflow, (ii) be payable to the order of BTCo and be dated the Effective Date, (iii) be in a stated principal amount equal to the Maximum Swingline Amount and be payable in the outstanding principal amount of the Swingline Loans evidenced thereby, (iv) mature on the Swingline Expiry Date, (v) bear interest as provided in Section 1.09 in respect of the Base Rate Loans evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 4.01, and mandatory prepayment as provided in Section 4.02, and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (e) Each Lender will note on its internal records the amount of each Loan made by it to each Borrower and each payment in respect thereof and will prior to any transfer of any of its Notes endorse on the reverse side thereof the outstanding principal amount of Loans (including, without limitation, the Face Amount of any Bankers' Acceptances) evidenced thereby. Failure to make any such notation, or any error in such notation, shall not affect the respective Borrower's obligations in respect of such Loans.

Appears in 1 contract

Sources: Credit Agreement (Workflow Management Inc)

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"), (iv) if Dollar Term Loans, by a promissory note duly executed and delivered by Workflow substantially in the form of Exhibit C-4, with blanks appropriately completed in conformity herewith (each a "Dollar Term Note" and, collectively, the "Dollar Term Notes") and (v) if Canadian Term Loans, by a promissory note duly executed and delivered by DBF substantially in the form of Exhibit C-5, with blanks appropriately completed in conformity herewith (each a "Canadian Term Note" and, collectively, the "Canadian Term Notes"). 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 Note, the Swingline Note, a Dollar Term Note and a Canadian Term Note, as the case may be, evidencing the Dollar Revolving Loans, the Canadian Revolving Loans or Loans, the Swingline Loans, the Dollar Term Loan or the Canadian Term Loan, 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 Revolving Commitment of such Lender (or, if issued after the termination thereof, be in a stated principal amount equal to the outstanding Dollar Revolving Loans of such Lender at such time) and be payable in the outstanding principal amount of the Dollar Revolving Loans evidenced thereby, (iv) mature on the Final Maturity Date, (v) bear interest as provided in the appropriate clause of Section 1.09 in respect of the Base Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 4.01, and mandatory prepayment as provided in Section 3.03 and Section 4.02, and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (c) The Canadian Revolving Note and the Canadian Term Note issued by DBF to each Lender that has a Canadian Sub-Commitment Commitment, outstanding Canadian Revolving Loans or outstanding Canadian Revolving Term Loans shall (i) be executed by DBF, (ii) be payable to the order of such Lender (or an Affiliate thereof designated by such Lender) and be dated (A) in the case of Canadian Revolving Loans, the Effective Date (or, if issued to a Person that has become a Lender after the Effective Date, be dated the date of issuance thereof) and (B) in the case of Canadian Term Loans, the Canadian Term Out Date (or, if issued to a Person that has become a Lender after the Canadian Term Out Date, be dated the date of issuance thereof), (iii) be in a stated principal amount (expressed in Canadian Dollars) which exceeds by 25% the Canadian Dollar Equivalent (as of the date of issuance) of the respective Lender's Canadian Sub-CommitmentCommitment prior to the Canadian Term Out Date and the respective Lender's outstanding Canadian Term Loans on and subsequent to the Canadian Term Out Date; provided that if, because of fluctuations in -------- exchange rates after the Effective Date or Canadian Term Out Date, as applicable, the amount of the Canadian Revolving Note or Canadian Term Note of DBF held by any Lender would not be at least as great as the outstanding principal amount of, and the Face Amount of, as applicable, Canadian Revolving Loans or Canadian Term Loans made by such Lender to DBF and evidenced thereby, the respective Lender may request (and in such case DBF shall promptly execute and deliver) a new Canadian Revolving Note or Canadian Term Note, as applicable, in an amount equal to the greater of (x) that amount (expressed in Canadian Dollars) which at that time exceeds by 25% the Canadian Dollar Equivalent of the respective Lender's Canadian Sub-Commitment or (y) the then outstanding principal amount of, and the Face Amount of, as applicable, all Canadian Revolving Loans or Canadian Term Loans, as applicable, made by such Lender to DBF, (iv) be payable in Canadian Dollars in the outstanding principal amount of, and Face Amount of, as applicable, the Canadian Revolving Loans or Canadian Term Loans, as applicable, made to DBF and evidenced thereby, (v) mature on the Final Maturity Date, (vi) bear interest as provided in the appropriate clause of Section 1.09 in respect of the Canadian Prime Rate Loans evidenced thereby, (viivi) be subject to voluntary prepayment as provided in Section 4.01, and mandatory prepayment repayment as provided in Section 4.02, and (viiivii) be entitled to the benefits of this Agreement and the other Credit Documents. (d) The Swingline Note issued to BTCo Fleet shall (i) be executed by Workflow, (ii) be payable to the order of BTCo Fleet and be dated the Effective Date, (iii) be in a stated principal amount equal to the Maximum Swingline Amount and be payable in the outstanding principal amount of the Swingline Loans evidenced thereby, (iv) mature on the Swingline Expiry Date, (v) bear interest as provided in Section 1.09 in respect of the Base Rate Loans evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 4.01, and mandatory prepayment as provided in Section 4.02, and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (e) The Dollar Term Note issued to each Lender with a Dollar Term Loan Commitment 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 initial Dollar Term Loan Commitment of such Lender and be payable in the outstanding principal amount of the Dollar Term Loans evidenced thereby, (iv) mature on the Final Maturity Date, (v) bear interest as provided in the appropriate clause of Section 1.09 in respect of the Base Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 4.01, and mandatory repayment as provided in Section 4.02, and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (f) Each Lender will note on its internal records the amount of each Loan made by it to each Borrower and each payment in respect thereof and will prior to any transfer of any of its Notes endorse on the reverse side thereof the outstanding principal amount of Loans (including, without limitation, the Face Amount of any Bankers' Acceptances) evidenced thereby. Failure to make any such notation, or any error in such notation, shall not affect the respective Borrower's obligations in respect of such Loans.

Appears in 1 contract

Sources: Credit Agreement (Workflow Management Inc)