The Buyer Notes Sample Clauses
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 (the "Seller Maturity Date") that is one year and one day after the date on which all Investor Certificates have been repaid in full and the Revolving Periods for all Investor Certificates have terminated. 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" or "prime" 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.
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.