Common use of The Buyer Notes Clause in Contracts

The Buyer Notes. (a) On the First Issuance Date, Buyer will deliver to each Seller a promissory note, substantially in the form of Exhibit A, payable to the order of such Seller (each such promissory note, as the same may be amended, supplemented, endorsed or otherwise modified from time to time, together with any promissory note issued from time to time in substitution therefor or renewal thereof in accordance with the Transaction Documents, being herein called a "Buyer Note"), that is subordinated to all Senior Interests now or hereafter arising under or in connection with the Pooling Agreement. Each Buyer Note is payable in full on the date that is one year and one day after the date on which all Investor Certificates and Purchased Interests have been repaid in full and the Revolving Periods for all Investor Certificates and Purchased Interests have terminated (the "Seller Maturity Date"). Each Buyer Note bears interest at a rate per annum equal to the rate publicly announced by the Trustee from time to time as its "reference" rate, determined as of each Cut-Off Date. Buyer may prepay all or part of the outstanding balance of any Buyer Note from time to time without any premium or penalty, unless the prepayment would result in a default in Buyer's payment of any other amount required to be paid by it under any Transaction Document. (b) Big Flower (or its designee) shall hold all Buyer Notes for the benefit of the Sellers and shall make all appropriate recordkeeping entries with respect to the Buyer Notes or otherwise to reflect the payments on and adjustment of the Buyer Notes. Big Flower's books and records shall constitute rebuttable presumptive evidence of the principal amount of and accrued interest on each Buyer Note at any time. Each Seller hereby irrevocably authorizes Big Flower to ▇▇▇▇ its Buyer Note "CANCELLED" and return it to Buyer upon the final payment thereof.

The Buyer Notes. (a) On the First Issuance Date, Buyer will deliver to each Seller a promissory note, substantially in the form of Exhibit EXHIBIT A, payable to the order of such Seller (each such promissory note, as the same may be amended, supplemented, endorsed or otherwise modified from time to time, together with any promissory note issued from time to time in substitution therefor or renewal thereof in accordance with the Transaction Documents, being herein called a "Buyer NoteBUYER NOTE"), that is subordinated to all Senior Interests Liabilities now or hereafter arising under or in connection with the Pooling Indenture; such promissory notes shall replace in their entirety the "Buyer Notes" issued by Buyer under the Original Purchase Agreement. Each Buyer Note is payable in full on the date that is one year and one day after the date on which all Investor Certificates and Purchased Interests Notes have been repaid in full and the Revolving Periods for all Investor Certificates and Purchased Interests Notes have terminated (the "Seller Maturity DateSELLER MATURITY DATE"). Each Buyer Note bears interest at a rate per annum equal to the rate publicly announced by the Trustee from time to time as its "reference" rate, determined as of each Cut-Off Date. Buyer may prepay all or part of the outstanding balance of any Buyer Note from time to time without any premium or penalty, unless the prepayment would result in a default in Buyer's payment of any other amount required to be paid by it under any Transaction Document. (b) Big Flower ▇▇▇▇▇▇ (or its designee) shall hold all Buyer Notes for the benefit of the Sellers and shall make all appropriate recordkeeping entries with respect to the Buyer Notes or otherwise to reflect the payments on and adjustment of the Buyer Notes. Big Flower▇▇▇▇▇▇ and the other Sellers shall be entitled to pledge the Buyer Notes as collateral for the benefit of Vertis's senior lenders. Vertis's books and records shall constitute rebuttable presumptive evidence of the principal amount of and accrued interest on each Buyer Note at any time. Each Seller hereby irrevocably authorizes Big Flower ▇▇▇▇▇▇ to ▇▇▇▇ its Buyer Note "CANCELLED" and return it to Buyer upon the final payment thereof.

The Buyer Notes. (a) On the First Issuance Date, Buyer will deliver has delivered to each Seller a promissory note, substantially in the form of Exhibit A, payable to the order of such Seller (each such promissory promissory, note, as the same may be amended, amended and restated, supplemented, endorsed or otherwise modified from time to time, together with any promissory note issued from time to time in substitution therefor or renewal thereof in accordance with the Transaction Documents, being herein called a "“Buyer Note"”), that is subordinated to all Senior Interests now or hereafter arising under or amounts payable by the Buyer to the Purchasers pursuant to the Receivables Sale Agreement. The principal balance of each Buyer Note shall be increased in connection accordance with the Pooling Agreementprovisions of Section 3.1 hereof and shall be decreased in (i) the amount of funds received by each Seller pursuant to Section 3.3 hereof and (ii) by the Seller Noncomplying Receivables Adjustment of such Seller in accordance with the provisions of Section 3.1 hereof. Each Buyer Note is payable in full on the date (the “Seller Maturity Date”) that is one year and one day after the date on which all Investor Certificates Investments (as defined in the Receivables Sale Agreement) and Purchased Interests other amounts then due and owing by the Buyer to the Purchasers under the Transaction Documents have been repaid paid in full and the Revolving Periods for all Investor Certificates and Purchased Interests have terminated (the "Seller Maturity Date"). Each Buyer Note bears interest at a rate per annum equal to the rate publicly announced by the Trustee from time to time as its "reference" rate, determined as of each Cut-Off Datefull. Buyer may prepay all or part of the outstanding balance of any Buyer Note from time to time without any premium or penalty, unless the prepayment would result in a default in Buyer's ’s payment of any other amount required to be paid by it under any Transaction Document. (b) Big Flower The Initial Collection Agent (or its designee) shall hold all Buyer Notes for the benefit of the Sellers and shall make all appropriate recordkeeping entries with respect to the Buyer Notes or otherwise to reflect the payments on and adjustment of the Buyer Notes. Big Flower's The Initial Collection Agent’s books and records shall constitute rebuttable presumptive evidence of the principal amount of and accrued interest on each Buyer Note at any time. Each Seller hereby irrevocably authorizes Big Flower and directs the Initial Collection Agent to ▇▇▇▇ its Buyer Note "“CANCELLED" ” and return it to Buyer upon the final payment thereof.