Common use of Qualified Foreign Lender Notes Clause in Contracts

Qualified Foreign Lender Notes. (a) Any Lender that is not a "bank" within the meaning of Section 881(c)(3)(A) of the Code and that is in compliance with the requirements of subsection 4.1(f)(i) (a "Qualified Foreign Lender") shall upon receipt of the written request of US Borrower or the Administrative Agent, and may upon its own written request to the Administrative Agent, (i) exchange any Tranche A-US Term Note held by or assigned to it for a note in the form attached hereto as Exhibit H-7 (a "QFL A-US Note"), (ii) exchange any Tranche A-CHF Term Note held by or assigned to it for a note in the form attached hereto as Exhibit H-8 (a "QFL A-CHF Note"), and (iii) exchange any Tranche A-UK Term Note held by or assigned to it for a note in the form attached hereto as Exhibit H-9 (a "QFL A-UK Note" and together with the QFL A-US Note and the QFL B Note, the "QFL Notes"); provided, however that, prior to any exchange of Notes, such Lender shall have delivered to US Borrower the certificates, documents and forms described in subsection 4.1(f)(i). Any QFL Notes issued in exchange for any existing Notes pursuant to this subsection 2.23(a) shall be (i) dated the Original Closing Date, (ii) issued in the names of the entities in whose names such existing Notes were issued and (iii) issued in the same principal amounts as such existing Notes. Any Tranche A-CHF Term Note, Tranche A-UK Term Note or Tranche A-US Term Note exchanged pursuant to this subsection is sometimes referred to herein as an "Exchange Note". (b) US Borrower agrees that, upon the request of or delivery of a request to a Qualified Foreign Lender pursuant to subsection (a) of this Section 2.23, it shall execute and deliver QFL Notes to the Administrative Agent in exchange for the Exchange Note surrendered in connection with such request conforming to the requirements of such subsection (a). Each Qualified Foreign Lender shall surrender its Exchange Notes to the Administrative Agent in connection with any exchange pursuant to this subsection (b). Upon receipt by the Administrative Agent of the Exchange Notes to be exchanged for such QFL Notes in accordance with this subsection (b), the Administrative Agent shall forward the appropriate QFL Notes to the Qualified Foreign Lender which surrendered its Exchange Notes for exchange and shall forward the Exchange Notes to US Borrower marked "cancelled." Once issued, QFL Notes (i) shall be deemed to and shall be "Notes" and Tranche A-CHF Term Notes, Tranche A-UK Term Notes and Tranche A-US Term Notes, as the case may be, for all purposes under this Agreement, the Security Documents and the other Loan Documents, (ii) may not be exchanged for Tranche A-CHF Term Notes, Tranche A-UK Term Notes or Tranche A-US Term Notes, as the case may be, notwithstanding anything to the contrary in this Agreement and (iii) shall at all times thereafter be QFL Notes, including, without limitation, following any transfer or assignment thereof.

Qualified Foreign Lender Notes. (a) Any Lender that is not a "bank" within the meaning of Section 881(c)(3)(A) of the Code and that is in compliance with the requirements of subsection 4.1(f)(i) (a "Qualified Foreign Lender") shall upon receipt of the written request of US Borrower or the Administrative Agent, and may upon its own written request to the Administrative Agent, (i) exchange any Tranche A-US Term Note held by or assigned to it for a note in the form attached hereto as Exhibit H-7 (a "QFL A-US Note"), (ii) exchange any Tranche A-CHF B Term Note held by or assigned to it for a note in the form attached hereto as Exhibit H-8 (a "QFL A-CHF B Note"), and (iii) exchange any Tranche A-UK Term Note held by or assigned to it for a note in the form attached hereto as Exhibit H-9 (a "QFL A-UK Note" and together with the QFL A-US Note and the QFL B Note, the "QFL Notes"); provided, however that, prior to any exchange of Notes, such Lender shall have delivered to US Borrower the certificates, documents and forms described in subsection 4.1(f)(i). Any QFL Notes issued in exchange for any existing Notes pursuant to this subsection 2.23(a) shall be (i) dated the Original Closing Date, (ii) issued in the names of the entities in whose names such existing Notes were issued and (iii) issued in the same principal amounts as such existing Notes. Any Tranche A-CHF Term Note, Tranche A-UK B Term Note or Tranche A-US Term Note exchanged pursuant to this subsection is sometimes referred to herein as an "Exchange Note". (b) US Borrower agrees that, upon the request of or delivery of a request to a Qualified Foreign Lender pursuant to subsection (a) of this Section 2.23, it shall execute and deliver QFL Notes to the Administrative Agent in exchange for the Exchange Note surrendered in connection with such request conforming to the requirements of such subsection (a). Each Qualified Foreign Lender shall surrender its Exchange Notes to the Administrative Agent in connection with any exchange pursuant to this subsection (b). Upon receipt by the Administrative Agent of the Exchange Notes to be exchanged for such QFL Notes in accordance with this subsection (b), the Administrative Agent shall forward the appropriate QFL Notes to the Qualified Foreign Lender which surrendered its Exchange Notes for exchange and shall forward the Exchange Notes to US Borrower marked "cancelled." Once issued, QFL Notes (i) shall be deemed to and shall be "Notes" and Tranche A-CHF Term Notes, Tranche A-UK B Term Notes and Tranche A-US Term Notes, as the case may be, for all purposes under this Agreement, the Security Documents and the other Loan Documents, (ii) may not be exchanged for Tranche A-CHF Term Notes, Tranche A-UK B Term Notes or Tranche A-US Term Notes, as the case may be, notwithstanding anything to the contrary in this Agreement and (iii) shall at all times thereafter be QFL Notes, including, without limitation, following any transfer or assignment thereof.

Qualified Foreign Lender Notes. (a) Any Lender that is not a "bank" within the meaning of Section 881(c)(3)(A) of the Code and that is in compliance with the requirements of subsection 4.1(f)(i4.11(b)(Y) of this Agreement (a "Qualified Foreign Lender") shall upon receipt of the written request of US the Borrower or the Administrative Agent, and may upon its own written request to the Administrative Agent, (i) exchange any Revolving Credit Note held by or assigned to it for a QFL Revolving Credit Note in the form attached hereto as Exhibit A-6 (a "QFL Revolving Credit Note"), (ii) exchange any Tranche A-US A Term Note held by or assigned to it for a note QFL Tranche A Term Note in the form attached hereto as Exhibit H-7 A-7 (a "QFL A-US Tranche A Term Note"), (iiiii) exchange any Tranche A-CHF B Term Note held by or assigned to it for a note QFL Tranche B Term Note in the form attached hereto as Exhibit H-8 A-8 (a "QFL A-CHF Tranche B Term Note"), ) and (iiiiv) exchange any Tranche AMulti-UK Draw Term Note held by or assigned an assignment to it for a note QFL Multi-Draw Term Note in the form attached hereto as Exhibit H-9 A-9 (a "QFL AMulti-UK Draw Term Note" and "; together with the any QFL A-US Note Revolving Credit Notes, QFL Tranche A Term Notes and the QFL Tranche B Term Note, the "QFL Notes"); provided, however provided that, prior to any exchange of Notes, such Lender shall have delivered to US the Borrower the certificates, documents and forms described in subsection 4.1(f)(i)Section 4.11(b)(Y) of this Agreement. Any QFL Notes issued in exchange for any existing Notes pursuant to this subsection 2.23(a) shall be (i) dated the Original Closing Effective Date, (ii) issued in the names of the entities in whose names such existing Notes were issued and (iii) issued in the same principal amounts as such existing Notes. Any Revolving Credit Note, Tranche A-CHF A Term Note, Tranche A-UK B Term Note or Tranche Aand Multi-US Draw Term Note exchanged pursuant to this subsection is sometimes referred to herein as an exchange note ("Exchange Note"). (b) US The Borrower agrees that, upon the request of or delivery of a request to a Qualified Foreign Lender pursuant to subsection paragraph (a) of this Section 2.23subsection, it shall execute and deliver QFL Notes to the Administrative Agent in exchange for the Exchange Note Notes surrendered in connection with such request conforming to the requirements of such subsection (a). Each Qualified Foreign Lender shall surrender its Exchange Notes to the Administrative Agent in connection with any exchange pursuant to this subsection (b). Upon receipt by the Administrative Agent of the Exchange Notes to be exchanged for such QFL Notes in accordance with this subsection (b), the Administrative Agent shall forward the appropriate QFL Notes to the Qualified Foreign Lender which surrendered its Exchange Notes for exchange and shall forward the Exchange Notes to US Borrower marked "cancelled." Once issued, QFL Notes (i) shall be deemed to and shall be "Notes" and Tranche A-CHF Term Notes, Tranche A-UK Term Notes and Tranche A-US Term Notes, as the case may be, for all purposes under this Agreement, the Security Documents and the other Loan Documents, (ii) may not be exchanged for Tranche A-CHF Term Notes, Tranche A-UK Term Notes or Tranche A-US Term Notes, as the case may be, notwithstanding anything to the contrary in this Agreement and (iii) shall at all times thereafter be QFL Notes, including, without limitation, following any transfer or assignment thereof.in

Qualified Foreign Lender Notes. (a) Any Lender that is not a "bank" within the meaning of Section 881(c)(3)(A) of the Code and that is in compliance with the requirements of subsection 4.1(f)(i) (a "Qualified Foreign Lender") shall upon receipt of the written request of US Borrower or the Administrative Agent, and may upon its own written request to the Administrative Agent, (i) exchange any Tranche A-US Term Note held by or assigned to it for a note in the form attached hereto as Exhibit H-7 (a "QFL A-US Note"), (ii) exchange any Tranche A-CHF B Term Note held by or assigned to it for a note in the form attached hereto as Exhibit H-8 (a "QFL A-CHF B Note"), ) and (iiiii) exchange any Tranche A-UK C(US) Term Note held by or assigned to it for a note in the form attached hereto as Exhibit H-9 (a "QFL A-UK C(CH) Note" and together with the QFL A-US Note and the QFL B Note, the "QFL Notes"); provided, however that, prior to any exchange of Notes, such Lender shall have delivered to US Borrower the certificates, documents and forms described in subsection 4.1(f)(i). Any QFL Notes issued in exchange for any existing Notes pursuant to this subsection 2.23(a) shall be (i) dated the Original Closing Date, (ii) issued in the names of the entities in whose names such existing Notes were issued and (iii) issued in the same principal amounts as such existing Notes. Any Tranche A-CHF Term Note, Tranche A-UK B Term Note or Tranche A-US C(US) Term Note exchanged pursuant to this subsection is sometimes referred to herein as an "Exchange Note". (b) US Borrower agrees that, upon the request of or delivery of a request to a Qualified Foreign Lender pursuant to subsection (a) of this Section 2.23, it shall execute and deliver QFL Notes to the Administrative Agent in exchange for the Exchange Note surrendered in connection with such request conforming to the requirements of such subsection (a). Each Qualified Foreign Lender shall surrender its Exchange Notes to the Administrative Agent in connection with any exchange pursuant to this subsection (b). Upon receipt by the Administrative Agent of the Exchange Notes to be exchanged for such QFL Notes in accordance with this subsection (b), the Administrative Agent shall forward the appropriate QFL Notes to the Qualified Foreign Lender which surrendered its Exchange Notes for exchange and shall forward the Exchange Notes to US Borrower marked "cancelled." Once issued, QFL Notes (i) shall be deemed to and shall be "Notes" and Tranche A-CHF Term Notes, Tranche A-UK Term Notes and Tranche A-US Term Notes, as the case may be, for all purposes under this Agreement, the Security Documents and the other Loan Documents, (ii) may not be exchanged for Tranche A-CHF Term Notes, Tranche A-UK Term Notes or Tranche A-US Term Notes, as the case may be, notwithstanding anything to the contrary in this Agreement and (iii) shall at all times thereafter be QFL Notes, including, without limitation, following any transfer or assignment thereof.