Common use of AHYDO Clause in Contracts

AHYDO. Notwithstanding anything to the contrary contained elsewhere in this Agreement, if (1) the Notes remain outstanding after the fifth anniversary of the initial issuance thereof and (2) the aggregate amount of the accrued but unpaid interest on the Notes (including any amounts treated as interest for federal income tax purposes, such as “original issue discount”) as of any Testing Date (as hereinafter defined) occurring after such fifth anniversary exceeds an amount equal to the Maximum Accrual (as hereinafter defined), then all such accrued but unpaid interest on the Notes (including any amounts treated as interest for federal income tax purposes, such as “original issue discount”) as of such time in excess of an amount equal to the Maximum Accrual shall be paid in cash by the Issuer to the holders of the Notes on such Testing Date, it being the intent of the parties hereto that the deductibility of interest under the Notes shall not be limited or deferred by reason of Section 163(i) of the Code. For these purposes, the “Maximum Accrual” is an amount equal to the product of the issue price (as defined in Code Sections 1273(b) and 1274(a)) of such Notes and their yield to maturity, and a “Testing Date” is any Interest Payment Date and the date on which any “accrual period” (within the meaning of Section 1272(a)(5) of the Code) closes. Any accrued interest that for any reason has not theretofore been paid shall be paid in full on the date on which the final principal payment on a Note is made.

AHYDO. Notwithstanding anything herein to the contrary contained elsewhere in this Agreementcontrary, if (1i) the Notes Term Loans remain outstanding after the fifth anniversary of the initial issuance thereof Restatement Date and (2ii) the aggregate amount of the accrued but unpaid interest on the Notes Term Loans (including any amounts treated as interest for U.S. federal income tax purposes, such as “original issue discount”) as of any Testing Date (as hereinafter defined) occurring after such fifth anniversary exceeds an amount equal to the Maximum Accrual (as hereinafter defined)Accrual, then all such accrued but unpaid interest on the Notes Term Loans (including any amounts treated as interest for U.S. federal income tax purposes, such as “original issue discount”) as of such time in excess of an amount equal to the Maximum Accrual shall be paid in cash by the Issuer each Borrower to the holders of the Notes Lenders on such Testing Date, it being the intent of the parties hereto that the deductibility of interest under the Notes Term Loans shall not be limited or deferred by reason of Section 163(i) of the Code. For these purposes, the “Maximum Accrual” is an amount equal to the product of the Term Loans’ issue price (as defined in Code Sections 1273(b) and 1274(a)) of such Notes and their yield to maturity, and a “Testing Date” is any Interest Payment Date and the date on which any “accrual period” (within the meaning of Section 1272(a)(5) of the Code) closes. Any accrued interest that which for any reason has not theretofore been paid shall be paid when otherwise due or in full on the date on which the final principal payment on a Note the Term Loans is made.

AHYDO. Notwithstanding anything to the contrary contained elsewhere set forth in this AgreementAgreement and the Notes Documents, if (1) at the Notes remain outstanding after the fifth anniversary of the initial issuance thereof and (2) the aggregate amount of the accrued but unpaid interest on the Notes (including any amounts treated as interest for federal income tax purposes, such as “original issue discount”) as end of any Testing Date accrual period (as hereinafter defined) occurring after such fifth anniversary exceeds an amount equal to the Maximum Accrual (as hereinafter defined), then all such accrued but unpaid interest on the Notes (including any amounts treated as interest for federal income tax purposes, such as “original issue discount”) as of such time defined in excess of an amount equal to the Maximum Accrual shall be paid in cash by the Issuer to the holders of the Notes on such Testing Date, it being the intent of the parties hereto that the deductibility of interest under the Notes shall not be limited or deferred by reason of Section 163(i1272(a)(5) of the Code. For these purposes) ending after the fifth (5th) anniversary of the date on which a Note is issued, the “Maximum Accrual” is an amount equal of accrued but unpaid original issue discount and interest (as determined pursuant to the Code) exceeds the product of (x) the issue price (as defined in Code Sections 1273(b) and 1274(a)) of such Notes the Code and their the regulations promulgated thereunder) and (y) the yield to maturitymaturity (interpreted in accordance with Section 163(i) of the Code (the “Maximum Amount”), then interest for such accrual period shall not be deferred and a all accrued but unpaid interest and original issue discount (as determined by pursuant to the Code) as of the end of such accrual period shall be paid in 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 “Testing DateAHYDO Interest Payment”). No partial prepayment of the Notes pursuant to any other provision of this Agreement or the other Notes Documents shall alter the obligation of the Issuer to make payments provided for in this Section. For the avoidance of doubt and notwithstanding anything to the contrary herein, this Section shall be construed so as to require payments to be made in cash and at such times and in such amounts so as to cause the Notes to not be treated as having been issued with “significant original issue discount” is any Interest Payment Date and the date on which any “accrual period” (within the meaning of Section 1272(a)(5163(i)(2) of pursuant to the Code) closes. Any accrued interest that for any reason has not theretofore been paid shall be paid in full on the date on which the final principal payment on a Note is made.