Definition of USA Seller Notes

USA Seller Notes means the promissory notes that may be issued by the USA Acquisition Subsidiaries upon the exercise of the Alternative Transfer structure pursuant to Section 1.3 of the USA Acquisition Agreement; provided, that (x) neither the United States Borrower nor any Subsidiary of the United States Borrower other than a USA Acquisition Subsidiary shall be an obligor under such promissory note, (y) upon the payment of the principal amount of such promissory note, the USA Acquisition Subsidiaries and the USA Acquired Subsidiaries owned by such USA Acquisition Subsidiary shall be released from all obligations under such promissory note and (z) the terms and conditions of such promissory note shall be as set forth in Exhibit E to the USA Acquisition Agreement.