OID. The Borrower and the Lenders agree (i) that the Loans are to be treated as indebtedness of the Borrower for U.S. federal income tax purposes, (ii) to the extent that the Borrower or a Governmental Authority determines that the Loans were made with original issue discount (“OID”) for U.S. federal income tax purposes, to report such OID as interest expense and interest income, respectively, in accordance with sections 163(e)(1) and 1272(a)(1) of the Code, (iii) not to file any tax return, report or declaration inconsistent with the foregoing, and (iv) any OID shall constitute principal for all purposes under this Agreement. The inclusion of this Section 4.09(g) is not an admission by any Lender that it is subject to United States taxation.
OID. The Borrowers and the Lenders hereby agree (i) that the Term Loans are debt for federal income tax purposes, (ii) that the Term Loan made by each Lender constitutes a single debt instrument for purposes of Section 1271 through 1275 of the Code and the Treasury Regulations thereunder (pursuant to Treasury Regulations Section 1.1275-2(c)), that such debt instrument is issued with original issue discount (“OID”), and that such debt instrument is described in Treasury Regulations 1.1272-1(c)(2) and therefore is governed by the rules set out in Treasury Regulations Section 1.1272-1(c), including Section 1.1272-1(c)(5), and is not governed by the rules set out in Treasury Regulations Section 1.1275-4, (iii) that any calculation by the Borrower regarding the amount of OID for any accrual period on the Term Loans shall be subject to review and approval of the Agent, and (iv) to adhere to this Agreement for federal income tax purposes and not to take any action or file any tax return, report or declaration inconsistent herewith (including with respect to the amount of OID on the Term Loans as determined in accordance with the preceding clause (iii)). The inclusion of this Section 2.5 is not an admission by any Lender that it is subject to United States taxation.
OID. The Borrower and the Lenders agree that: (i) the Loans are debt for federal income tax purposes; (ii) the Loans of each Lender constitute a single debt instrument for purposes of Sections 1271 through 1275 of the Code and the Treasury Regulations thereunder (pursuant to Treasury Regulations Section 1.1275-2(c)), such debt instrument is treated as issued with original issue discount (“OID”) solely as a result of the PIK Interest, and such debt instrument is described in Treasury Regulations Section 1.1272-1(c)(2) and therefore is governed by the rules set out in Treasury Regulations Section 1.1272-1(c), including Section 1.1272-1(c)(5), and is not governed by the rules set out in Treasury Regulations Section 1.1275-4; (iii) any calculation by the Borrower regarding the amount of OID for any accrual period on the Loans shall be subject to the review and approval of the Lenders; and (iv) they will adhere to this Agreement for federal income tax purposes and not take any action or file any tax return, report or declaration inconsistent herewith unless otherwise required due to a change in law. The inclusion of this Section 2.21 is not an admission by any Lender that it is subject to United States taxation.
OID. The Issuer (or, as applicable, Issuer 2) shall pay or procure to be paid the OID Fee in the amount and at the times agreed in a Fee Letter.
OID. The Borrower agrees to pay a fee to each Lender payable on the Funding Date equal to 0.50% of the principal amount of such Lender’s Term Loans made on the Funding Date, such fee to be paid in cash on the Funding Date, or if the Lender so elects by giving notice to the Administrative Agent at least one (1) Business Day prior to the Funding Date, as an original issue discount with respect to such Term Loans made by it.
OID. Borrower and Purchaser agree (i) that the Notes are debt for federal income Tax purposes, (ii) that the Notes issued to Purchaser constitute a single debt instrument for purposes of Sections 1271 through 1275 of the U.S. Internal Revenue Code and the Treasury Regulations thereunder (pursuant to Treasury Regulations Section 1.1275-2(c)), that such debt instrument is issued with original issue discount (“OID”), and that such debt instrument is described in Treasury Regulations Section 1.1272-1(c)(2) and therefore is governed by the rules set out in Treasury Regulations Section 1.1272-1(c), including Section 1.1272-1(c)(5), and is not governed by the rules set out in Treasury Regulations Section 1.1275-4, (iii) that any calculation by Borrower regarding the amount of OID for any accrual period on the Notes shall be subject to the review and approval of Purchaser, not to be unreasonably withheld, and (iv) to adhere to this Agreement for federal income Tax purposes and not to take any action or file any Tax return, report or declaration inconsistent herewith (including with respect to the amount of OID on the Notes as determined in accordance with the preceding Section 2.1.5(f)(iii). The inclusion of this Section 2.1.5(f) is not an admission by any Purchaser that it is subject to United States Taxation. In connection with the Note purchase, Purchaser is receiving a Warrant. In the event the Note and the Warrant are considered the issuance of an “investment unit” under Code Section 1273(c)(2), the parties agree that the fair market value of the Warrant shall be $377,661 for purposes of investment unit allocation under Code Section 1273(c)(2). Borrower and Purchasers agree to report in a manner that is consistent with this allocation for all Tax purposes.
OID. The Initial Term Loans are being issued with original issue discount (“OID”) for U.S. federal income tax purposes. For information about the issue price, the amount of OID (as defined in the preceding sentence), the issue date and the yield to maturity with respect to the Initial Term Loans, please contact the Chief Financial Officer at (000) 000-0000. 173 174
OID. For all federal income tax purposes, the parties hereto hereby agree that the Loans are being issued with “original issue discount” within the meaning of Section 1273 of the Code. In connection therewith, the parties hereto agree that: (i) the issue price of each Loan; (ii) the original issue discount with respect to each Loan; (iii) the issue date of each Loan; and (iv) the yield to maturity of each Loan are as set forth on Schedule 1. Each party will recognize, report and adhere to the determination of the issue price, original issue discount, issue date and yield to maturity of each Loan set forth in subsections (i) through (iv) hereof and all other calculations regarding the amount of the “Original Issue Discount” for all federal, state and local tax purposes and will file all tax returns in a manner consistent with such determination, in each case unless otherwise required to so recognize, report, or file by the Internal Revenue Service or other applicable taxing authority, or by a change in applicable Law.
OID. Each of the Borrower and each Lender agrees that on the Borrowing date of each Loan other than the Refunding Loans, the Borrower shall receive proceeds of such Loans based on a purchase price of 98.00% of the principal amount thereof. For the avoidance of doubt, on each such Borrowing date each Lender shall advance to the Borrower an amount equal to 98.00% of its ratable share of the Loans, other than the Refinancing Loans, requested by the Borrower as of such date in exchange for the Borrower’s obligations to repay in full the face amount of such Loans, plus interest accrued thereon in accordance with the terms hereof.
OID. The Borrower and the Lenders intend that (i) the Loans are debt for federal income Tax purposes, (ii) the Notes issued to the Lenders constitute a single debt instrument for purposes of Sections 1271 through 1275 of the Internal Revenue Code and the Treasury Regulations thereunder (pursuant to Treasury Regulations Section 1.1275-2(c)), (iii) such debt instrument shall be treated as issued with original issue discount (“OID”), (iv) to the extent permissible and in accordance with applicable law, such debt instrument shall be treated as described in Treasury Regulations Section 1.1272-1(d) and therefore treated as governed by the rules set out in Treasury Regulations Section 1.1272-1(d),, and not treated as governed by the rules set out in Treasury Regulations Section 1.1275-4, (v) any calculation by the Borrower regarding the amount of OID for any accrual period on the Loan shall be subject to the review and comment of the Administrative Agent, and (vi) the Borrower and the Lenders agree not to take any action or file any Tax return, report or declaration inconsistent with this Section 2.08 (including with respect to the amount of OID on the Loan as determined in accordance with the preceding clause (v)). The inclusion of this Section 2.08 is not an admission by any Lender that it is subject to United States taxation.
