Common use of Contingent Payment Debt Instrument Status Clause in Contracts

Contingent Payment Debt Instrument Status. (a) The Issuer intends that, for U.S. federal income tax purposes, the Notes will be treated as indebtedness subject to the U.S. Treasury Regulations governing contingent payment debt instruments, and (b) the Issuer shall report to the Trustee annually and upon request, as needed, the information for the Notes that would otherwise be required to complete an IRS Form 8281 for the Notes for that calendar year, and upon request, as needed, including the amount of each of interest accrued and original issue discount in an amount per $1,000 principal amount of the Notes in accordance with the Issuer’s determination of both the “comparable yield” and “projected payment schedule” for the Notes. The Trustee agrees to file with the IRS and provide to each holder of the Notes an IRS Form 1099-OID reflecting the information provided by the Issuer for each calendar year. The “comparable yield” and “projected payment schedule” for the Notes may be obtained by contacting the Issuer at the address set forth in Section 12.5. The Issuer shall provide the Trustee with the information described in clause (b) above no later than the end of each calendar year and promptly upon request and such other specific information as may then be relevant under the Code. The Trustee shall be entitled to rely on the calculations and reports provided by the Issuer under this Section 2.17 and shall have no duty to verify or otherwise inquire as to the accuracy or the compliance of such information with applicable laws, rules and regulations.

Contingent Payment Debt Instrument Status. Each Holder, by reason of its purchase of the Securities, is deemed to have acknowledged (a) The Issuer intends that, for U.S. federal income tax purposes, that the Notes Securities will be treated as indebtedness subject to the U.S. Treasury Regulations governing contingent payment debt instruments, and (b) that the Issuer shall Holders will report to the Trustee annually and upon request, as needed, the information for the Notes that would otherwise be required to complete an IRS Form 8281 for the Notes for that calendar year, and upon request, as needed, including the amount of each of interest accrued and original issue discount in an amount per $1,000 principal amount of and interest on the Notes Securities in accordance with the Issuer’s determination of both the “comparable yield” and “projected payment schedule” for the Notes. The Trustee agrees to file with Securities and (c) that the IRS and provide to each holder Holder is bound by the Issuer’s application of the Notes an IRS Form 1099-OID reflecting U.S. Treasury Regulations that govern contingent payment debt instruments. For this purpose, the information provided by the Issuer for each calendar year. The “comparable yield” and “projected payment schedule” for the Notes Securities may be obtained by contacting the Issuer at the address set forth in Section 12.512.01. The Issuer shall provide promptly file with the Trustee with the information described in clause (b) above no later than following the end of each calendar year (i) a written notice specifying the “comparable yield” and promptly upon request “projected payment schedule” for the Securities as of the end of such calendar year and (ii) such other specific information requested in writing by the Holders (or the Trustee with respect to Definitive Securities) as may then be relevant necessary under the CodeCode in order to permit the Holders to prepare their respective federal income and other tax returns. The Trustee shall be entitled to rely on Upon the calculations and reports provided by request of a Holder, the Issuer under this Section 2.17 shall inform the Holder of the issue price of the Securities and shall have no duty to verify or otherwise inquire whether they will be treated as to the accuracy or the compliance of such information with applicable laws, rules and regulationscontingent payment debt instruments.