Common use of Registered Notes Clause in Contracts

Registered Notes. (a) Any Non-U.S. Lender that could become completely exempt from withholding of any Taxes in respect of payment of any interest due to such Non-U.S. Lender under this Agreement if the Notes held by such Lender were in registered form for U.S. Federal income tax purposes may request the Borrower (through the Administrative Agent), and the Borrower agrees (i) to exchange for any Notes held by such Lender, or (ii) to issue to such Lender on the date it becomes a Lender, promissory notes(s) registered as provided in clause (b) of this Section 2.8 (each, a "Registered Note", to be in substantially the form of Exhibit A-6 hereto). Registered Notes may not be exchanged for Notes that are not Registered Notes. (b) The Borrower shall maintain, or cause to be maintained, a register (the "Register") (which, at the request of the Borrower, shall be kept by the Administrative Agent on behalf of the Borrower at no extra charge to the Borrower at the address to which notices to the Administrative Agent are to be sent under this Agreement) on which it enters the name of the registered owner of the Non-U.S. Lender's Obligation(s) evidenced by a Registered Note. (c) The Register shall be available for inspection by the Borrower and any Lender at any reasonable time upon reasonable prior notice.

Registered Notes. (a) Any Non-U.S. Lender that could become completely exempt from withholding of any Taxes in respect of payment of any interest due to such Non-U.S. Lender under this Agreement if the Notes held by such Lender were in registered form for U.S. Federal income tax purposes may request the Borrower (through the Administrative Agent), and the Borrower agrees (i) to exchange for any Notes held by such Lender, or (ii) to issue to such Lender on the date it becomes a Lender, promissory notes(s) registered as provided in clause (b) of this Section 2.8 (each, a "Registered Note", to be in substantially the form of Exhibit A-6 heretoNote(s). Registered Notes may not be exchanged for Notes that are not Registered Notes. (b) The Borrower shall maintainhereby designates the Administrative Agent to serve as the Borrower's agent, or cause solely for purposes of this Section 2.8, to be maintained, maintain a register (the "Register") (which, at the request of the Borrower, shall be kept by the Administrative Agent on behalf of the Borrower at no extra charge to the Borrower at the address to which notices to the Administrative Agent are to be sent under this Agreement) on which it enters shall enter the name of the registered owner of the Non-U.S. Lender's Obligation(s) Loans evidenced by a Registered Note, the amount of such Loans, each repayment in respect of the principal amount of such Loans and, if such Loans are Revolving Loans, the Revolving Loan Commitment of the applicable Registered Noteholder. The entries in the Register shall be conclusive and binding absent manifest error, and the Borrower and the Administrative Agent shall treat the Person in whose name such Loans and the Registered Notes evidencing the same is registered as the owner thereof for the purpose of receiving all payments thereon and for all other purposes; provided, however, that any failure to make any such recordation, or any error in such recordation, shall be corrected by the Administrative Agent upon notice or discovery thereof, but shall not limit or otherwise affect any Obligations of the Borrower or any other Obligor. (c) The Register shall be available for inspection by the Borrower and any Lender at any reasonable time upon reasonable (but in any event not less than 5 Business Days) prior written notice.

Registered Notes. (a) Any Non-U.S. Lender that could become completely exempt from withholding of any Taxes in respect of payment of any interest due to such Non-U.S. Lender under this Agreement if the Notes held by such Lender were in registered form for U.S. Federal income tax purposes may request the Borrower (through the Administrative Agent), and the Borrower agrees (i) to exchange for any Notes held by such Lender, or (ii) to issue to such Lender on the date it becomes a Lender, promissory notes(s) registered as provided in clause (b) of this Section 2.8 (each, a "Registered Note"), to be in substantially the form of Exhibit A-6 hereto)agreed to by the Borrower and such Lender. Registered Notes may not be exchanged for Notes that are not Registered Notes. (b) The Borrower shall maintain, or cause to be maintained, a register (the "Register") (which, at the request of the Borrower, shall be kept by the Administrative Agent on of behalf of the Borrower at no extra charge to the Borrower at the address to which notices to the Administrative Agent are to be sent under this Agreement) on which it enters the name of the registered owner of the Non-U.S. Lender's Obligation(sLender Obligations(s) evidenced by a Registered Note. (c) The Register shall be available for inspection by the Borrower and any Lender at any reasonable time upon reasonable (but in any event not less than 10 business Days) prior written notice.

Registered Notes. (a) Any Non-U.S. Lender that could become completely exempt from withholding of any Taxes in respect of payment of any interest due to such Non-U.S. Lender under this Agreement if the Notes held by such Lender were in registered form for U.S. Federal income tax purposes may request the Borrower (through the Administrative Agent), and the Borrower agrees (i) to exchange for any Notes held by such Lender, or (ii) to issue to such Lender on the date it becomes a Lender, promissory notes(s) registered as provided in clause CLAUSE (b) of this Section SECTION 2.8 (each, a "Registered NoteREGISTERED NOTE", to be in substantially the form of Exhibit A-6 EXHIBIT A-4 hereto). Registered Notes may not be exchanged for Notes that are not Registered Notes. (b) The Borrower shall maintain, or cause to be maintained, a register (the "RegisterREGISTER") (which, at the request of the Borrower, shall be kept by the Administrative Agent on behalf of the Borrower at no extra charge to the Borrower at the address to which notices to the Administrative Agent are to be sent under this Agreement) on which it enters the name of the registered owner of the Non-U.S. Lender's Lender Obligation(s) evidenced by a Registered Note. (c) The Register shall be available for inspection by the Borrower and any Lender at any reasonable time upon reasonable prior notice.

Registered Notes. (a) Any Non-U.S. Lender that could become completely exempt from withholding of any Taxes in respect of payment of any interest due to such Non-U.S. Lender under this Agreement if the Notes held by such Lender were in registered form for U.S. Federal income tax purposes may request the Borrower (through the Administrative Facility Agent), and the Borrower agrees (i) to exchange for any Notes held by such Lender, or (ii) to issue to such Lender on the date it becomes a Lender, promissory notes(s) registered as provided in clause CLAUSE (b) of this Section SECTION 2.8 (each, a "Registered NoteREGISTERED NOTE", to be in substantially the form of Exhibit A-6 EXHIBIT B-1 hereto). Registered Notes may not be exchanged for Notes that are not Registered Notes. (b) The Borrower shall maintain, or cause to be maintained, a register (the "RegisterREGISTER") (which, at the request of the Borrower, shall be kept by the Administrative Facility Agent on behalf of the Borrower at no extra charge to the Borrower at the address to which notices to the Administrative Facility Agent are to be sent under this Agreement) on which it enters the name of the registered owner of the Non-U.S. Lender's Obligation(s) evidenced by a Registered NoteNote and the amount of such Obligations(s). (c) The Register shall be available for inspection by the Borrower and any Lender at any reasonable time upon reasonable prior notice.

Registered Notes. (a) Any Non-U.S. Lender that could become completely exempt from withholding of any Taxes in respect of payment of any interest due to such Non-U.S. Lender under this Agreement if the Notes held by such Lender were in registered form for U.S. Federal income tax purposes may request the Borrower (through the Administrative Agent), and the Borrower agrees (i) to exchange for any Notes held by such Lender, or (ii) to issue to such Lender on the date it becomes a Lender, promissory notes(s) registered as provided in clause (b) of this Section SECTION 2.8 (each, a "Registered NoteREGISTERED NOTE", to be in substantially the form of Exhibit A-6 EXHIBIT A-4 hereto). Registered Notes may not be exchanged for Notes that are not Registered Notes. (b) The Borrower shall maintain, or cause to be maintained, a register (the "RegisterREGISTER") (which, at the request of the Borrower, shall be kept by the Administrative Agent on behalf of the Borrower at no extra charge to the Borrower at the address to which notices to the Administrative Agent are to be sent under this Agreement) on which it enters the name of the registered owner of the Non-U.S. Lender's Obligation(s) evidenced by a Registered Note. (c) The Register shall be available for inspection by the Borrower and any Lender at any reasonable time upon reasonable prior notice.

Registered Notes. (a) Any Bank that is not a U.S. Person (a "Non-U.S. Lender Bank"), and that could become completely exempt from withholding of any U.S. Taxes in respect of payment of any interest obligations due to such Non-U.S. Lender under this Agreement Bank hereunder relating to any of its Loans if the Notes held by such Lender Loans were in registered form for U.S. Federal income tax purposes purposes, may request the Borrower (through the Administrative Agent), and the Borrower agrees (ithereupon, to register such Loans as provided in Section 1.15(c) and to issue such Bank's Note, evidencing such Loans, or to exchange such Note for any Notes held by such Lendera new Note, or (ii) to issue to such Lender on the date it becomes a Lender, promissory notes(s) registered as provided in clause Section 1.15(c) (b) of this Section 2.8 (each, a "Registered Note", to be in substantially the form of Exhibit A-6 hereto). A Registered Notes Note may not be exchanged for Notes a Note that are is not in registered form. A Registered NotesNote shall be deemed to be and shall be a Note for all purposes of this Agreement and the other Loan Documents. (b) Each Non-U.S. Bank that requests or holds a Registered Note pursuant to Section 1.15(a) or registers its Loans pursuant to Section 1.15(c) (a "Registered Noteholder") (or, if such Registered Noteholder is not the beneficial owner thereof, such beneficial owner) shall deliver to the Borrower (with a copy to the Administrative Agent) prior to or at the time such Non-U.S. Bank becomes a Registered Noteholder, the applicable form described in Section 1.12(c)(i) (or such successor and related forms as may from time to time be adopted by the relevant taxing authorities of the United States of America) together with an annual certificate stating that such Registered Noteholder or beneficial owner, as the case may be, is not a "bank" within the meaning of Section 881(c)(3)(A) of the Code and is not otherwise described in Section 881(c)(3) of the Code. Each Registered Noteholder or beneficial owner, as the case may be, shall promptly notify the Borrower (with a copy to the Administrative Agent) if at any time such Registered Noteholder or beneficial owner, as the case may be, determines that it is no longer in a position to provide such previously delivered certificate to the Borrower (or any other form of certification adopted by the relevant taxing authorities of the United States of America for such purposes). (c) The Borrower Administrative Agent, acting, for this purpose, as agent of the Borrower, shall maintain, or cause to be maintained, maintain a register (the "Register") (which, at the request of the Borrower, which shall be kept by the Administrative Agent on behalf of the Borrower at no extra charge to the Borrower at the address to which notices to the Administrative Agent are to be sent under this Agreementhereunder) on which it enters shall enter the name name, address and taxpayer identification number (if provided) of the registered owner of the Non-U.S. Lender's Obligation(s) Loans evidenced by a Registered Note or for which a Registered Note has been requested (and, upon request of such registered owner, such entry shall be made by the Administrative Agent notwithstanding that such Registered Note may not have yet been delivered to such owner). In addition to the requirements of Section 9.10, a Registered Note and the Loans evidenced thereby (or such Loans pending delivery of such Registered Note) may be assigned or otherwise transferred in whole or in part only by registration of such assignment or transfer of such Registered Note and the Loans evidenced thereby on the Register (and each such Registered Note shall expressly so provide). Any assignment or transfer of all or part of such Loans and the Registered Note evidencing the same shall be registered on the Register only upon compliance with the provisions of Section 9.10 and surrender for registration of assignment or transfer of the Registered Note evidencing such Loans, duly endorsed by (or accompanied by a written instrument of assignment or transfer fully executed by) the Registered Noteholder thereof, and thereupon one or more new Registered Notes in the same aggregate principal amount shall be issued to the designated assignee(s) or transferee(s) and, if less than all of such Registered Notes is thereby being assigned or transferred, the assignor or transferor. Prior to the due presentation for registration of transfer of any Registered Note, the Borrower and the Administrative Agent shall treat the Person in whose name such Loans and the Registered Note evidencing the same is registered as the owner thereof for the purpose of receiving all payments thereon and for all other purposes, notwithstanding any notice to the contrary. (cd) The Register shall be available for inspection by the Borrower and any Lender Bank at any reasonable time during the Administrative Agent's business hours upon reasonable prior notice.