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 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 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 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. 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 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. Borrower, Agent and each Purchaser agree (i) that the Notes are debt for federal income Tax purposes, (ii) that the Notes issued to each 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 each respective 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 purchase of the Restatement Notes, BNY is receiving the Initial BNY Warrant, BIA is receiving the Additional BIA Warrant and Plexus is receiving the Additional Plexus Warrant. In the event such Restatement Notes, the Restatement Warrants are considered the issuance of an “investment unit” under Code Section 1273(c)(2), the parties agree that the fair market value of the Restatement Warrants is $1,164,327.72 for purposes of investment unit allocation under Code Section 1273(c)(2). Borrower, BNY, BIA and Plexus agree to report in a manner that is consistent with this allocation for all Tax purposes. In connection with the purchase of Additional Notes at Additional Takedowns, if any, Plexus and BNY will receive Additional Warrants. In the event such Additional Notes and the Additional Warrants are considered the issuance of an “investment unit” under Code Section 1273(c)(2), the parties agree, for purposes of investment unit allocation under Code Section 1273(c)(2), to calculate the fair market value of such Additional Warrants in the same manner as the Original Warrants, which final calculation shall be mutua...
OID. (i) Borrowers and each Lender making a Term B Loan agree that on the Closing Date, the Borrowers shall receive proceeds of the Term B Loans based on a purchase price of 97.75% of the principal amount thereof. For the avoidance of doubt, Lenders making Term B Loans shall advance to the Borrowers an amount equal to 97.75% of its ratable share of the Term B Loans as of such date in exchange for the Borrowers’ obligations to repay in full the face amount of such Loans, plus interest accrued thereon in accordance with the terms hereof.
(ii) Borrowers and each Lender making a Term C Loan agree that on the Closing Date, the Borrowers shall receive proceeds of the Term C Loans based on a purchase price of 95.00% of the principal amount thereof. For the avoidance of doubt, Lenders making Term C Loans shall advance to the Borrowers an amount equal to 95.00% of its ratable share of the Term C Loans as of such date in exchange for the Borrowers’ obligations to repay in full the face amount of such Loans (including all PIK Amounts), plus interest accrued thereon in accordance with the terms hereof.
OID. 2.1 Pursuant to the KKR Commitment Letter it was agreed that the Facility B Loan will be issued with a two and a half percent (2.5%) original issue discount (“OID”) to the KKR Lenders (the “KKR OID”).
2.2 The parties hereby agree:
(a) prior to the Closing Date, the Original Lender, the KKR Lenders, the Agent and the Security Agent will enter into a Transfer Certificate (such date being the “Transfer Certificate Date”) transferring all the Original Lender’s Facility B Commitments and corresponding rights and obligations in respect of the Senior Finance Documents to the KKR Lenders on the Business Day immediately following the Closing Date (or another date agreed between the Original Lenders and the KKR Lenders (the “Transfer Date”);
(b) that the Original Lender will deduct an amount equal to the KKR OID (together with any other applicable fees, costs and expenses) from the amount of the Facility B Loan to be advanced to the Original Borrower;
(c) on the Transfer Date, the KKR Lenders will transfer £146,250,000.00 (representing 97.5% of the Facility B Loan) to the Original Lender;
(d) that on the Transfer Certificate Date:
(i) other than the KKR OID referred to in paragraph 2.1 of this letter, no other OID is or will be required to be paid to the Agent, the Arranger or the KKR Lenders whether pursuant to paragraph 4.3 of the Underwriting Fee Letter, paragraph 3.2 of the KKR Commitment Letter or otherwise; and
(ii) paragraph 4.2(a)(i) of the Underwriting Fee Letter shall be amended such that the Company agrees to pay (or procure that a member of the Group pays) to the Arranger an arrangement fee in an amount equal to 1.75% of the aggregate principal amount of its Facility B Commitments (as indicated against its name in the Facilities Agreement).
