AHYDO Prepayment. Notwithstanding the provisions of this Article II or any other provision in any Loan Document, if at the end of any accrual period (as defined in Section 1272(a)(5) of the Code) ending after the fifth anniversary of the initial issuance of a Loan, the aggregate amount of accrued and unpaid interest and original issue discount (as defined in Code Section 1273(a)(1)) on such Loan would, but for this paragraph, exceed an amount equal to the product of such Loan’s issue price (as defined in Code Sections 1273(b) and 1274(a)) multiplied by the yield to maturity (as defined in Treasury Regulation Section 1.1272-1(b)(1)(i)) (the “Maximum Accrual”), all accrued and unpaid interest and original issue discount on such Loan as of the end of such accrual period in excess of the Maximum Accrual shall be prepaid by the Borrower. The immediately preceding sentence shall be interpreted in accordance with the provisions of Code Section 163 so that none of the Loans is an “applicable high yield discount obligation”.
AHYDO Prepayment. Company shall pay on the first Interest Payment Date occurring after the fifth anniversary of the Closing Date and on each subsequent Interest Payment Date (or, if earlier, before the close of any “accrual period” (as defined in Section 1272(a)(5) of the Internal Revenue Code) ending after the fifth anniversary of the Closing Date) a portion of the accrued but unpaid interest on the Loans (including any such accrued interest added to principal pursuant to Section 2.8) in an amount sufficient to ensure that the Loans will not be an “applicable high yield discount obligation” within the meaning of Section 163(i)(1) of the Internal Revenue Code (each payment a “Special Mandatory Repayment”) and that the Loans shall be treated as not having “significant original issue discount” within the meaning of Section 163(i)(2) of the Internal Revenue Code. This Section 2.14(c) shall be interpreted in a manner consistent with the intent that the Loans will not be an “applicable high yield discount obligation” and that the Loans will be treated as not having “significant original issue discount”, as such terms are defined above. For purposes of determining the amount of any payments required to be made by this Section 2.14(c), the issue price of entire amount of the Loans (as defined in Sections 1273(b) of the Internal Revenue Code) shall be determined based on the amount of cash actually advanced by the Lenders for a portion of the Loans pursuant to Section 2.1(b), as set forth on Schedule 2.1(c).
AHYDO Prepayment. Notwithstanding any provision of this Agreement to the contrary, if, at the end of each Accrual Period ending after the fifth (5th) anniversary of the Closing Date, the Borrower determines in its sole discretion that the amount of any accrued but unpaid original issue discount (as determined for U.S. federal income tax purposes and including any discount attributable to any fees, expense reimbursements or other payments to the Lender that may be treated for such purposes as a reduction in the “issue price” of the Loan as determined under Section 1.1273-2(a)(1) of the Treasury Regulations) exceeds the product of (i) the issue price (as defined in Sections 1273(b) and 1274(a) of the Code and the regulations promulgated thereunder) and (ii) the yield to maturity (interpreted in accordance with Section 163(i) of the Code) (the “Maximum Amount”), then an amount not less than the amount required to reduce the accrued but unpaid original issue discount at the end of such period to an amount less than the Maximum Amount (the “AHYDO Catch-Up Payment”) shall be paid in cash at such time; for the avoidance of doubt, the parties agree that such AHYDO Catch-Up Payments, as calculated pursuant to the preceding clause, shall be in an amount necessary so that the Loans will not be classified as “applicable high yield debt obligations” under Section 163(i) of the Code). For the purposes of the immediately preceding sentence, “Accrual Period” shall have the meaning assigned to it in Sections 163(i)(2) and 1272(a)(5) of the Code and Treasury Regulations Section 1.1272-1(b)(1)(ii) and, to the extent permitted under such Sections of the Code, the parties shall select quarterly Accrual Periods with respect to the Loans. It is the intent of the Borrower and the Lenders that Section 163(e)(5) of the Code not apply to the Loans and the provisions of this Agreement shall be applied consistently therewith.
