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 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.
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;
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. Each of the Borrower and each Lender agrees that on the Borrowing date of each Loan other than the Refinancing Loans and the Third Amendment NM Loans, the Borrower shall receive proceeds of such Loans based on a purchase price of 98.00% of the principal amount thereof. Each of the Borrower and each Lender agrees that on the Borrowing date of each Third Amendment NM Loan, the Borrower shall receive proceeds of such Loans based on a purchase price of 85.00% of the principal amount thereof (it being understood that if the Third Amendment Final Order is not entered, the Third Amendment NM Loan First Tranche Amount shall be deemed to have been issued at 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% or 85.00%, as the case may be, of its ratable share of the applicable 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 (subject to Sections 3.04(c)(vi) and (vii)), plus interest accrued thereon in accordance with the terms hereof.”
(o) Section 6.02 of the Credit Agreement is hereby amended by (i) deleting the text “and” at the end of clause (c) contained therein, (ii) deleting the period at the end of clause (d) contained therein and substituting in lieu thereof the text “; and”, and (iii) adding the following new clause (e): “(e) as of any Borrowing date with respect to any Third Amendment NM Loans Tranche Amount (other than the Third Amendment NM Loans First Tranche Amount), the Third Amendment Final Order shall be in full force and effect and shall not have been reversed, modified or amended in any respect and the Borrower shall be in compliance in all respects with the Third Amendment Final Order. If the Third Amendment Final Order is the subject of a pending appeal in any respect, none of the Third Amendment Final Order, the making of the Loans or the performance by any Credit Party of any of its obligations under any of the Loan Documents shall be the subject of a presently effective stay pending appeal.”
(p) Section 6.02 of the Credit Agreement is hereby further amended by adding the following paragraph after the new clause (e): “Notwithstanding the foregoing, if the Lenders’ Consultant reasonably determines that the projected timeline to complete the Clipper Project and other operational projects set ...
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. Each Borrower understands and agrees that Lender is acquiring this Note subject to an original issue discount of $__________ (the "OID"). As a result, notwithstanding anything to the contrary contained in this Note or the Loan Agreement, the face amount of this Note exceeds the amount actually funded (the “Funded Amount”) by the amount of the OID.
