Common use of AHYDO Catch-Up Payment Clause in Contracts

AHYDO Catch-Up Payment. Notwithstanding anything to the contrary in this Agreement, before the end of each “accrual period” (as defined in Section 1272(a)(5) of the Code) ending after the fifth anniversary of the “issue date” (as defined in Treasury Regulation Section 1.1273-2(a)(2)) of the Initial Term Loans, the Borrower shall prepay a portion of the Initial Term Loans in an amount equal to the Mandatory Catch-Up Amount with respect to the Initial Term Loans for such date. It is the intention of this Section 2.21 that the Initial Term Loans will not be an “applicable high yield discount obligation” within the meaning of Section 163(i)(1) of the Code, and this Section 2.21 shall be interpreted consistently with such intent. If there is more than one Lender at the time of any prepayment described in this Section 2.21, each prepayment of the Initial Term Loans made in accordance with this Section 2.21 shall be paid to the Lenders in accordance with their respective pro rata shares of such prepayment. The computations and determinations required under this Section 2.21 shall be made by Borrower in its good faith reasonable discretion. For purposes of this Section 2.21, “Mandatory Catch-Up Amount” means the amount of the Initial Term Loans required to be prepaid to ensure that, as of the close of an applicable accrual period, the aggregate amount which would be includible in gross income with respect to the Initial Term Loans before the close of such accrual period does not exceed the sum (described in Section 163(i)(2)(B) of the Code) of (i) the aggregate amount of interest to be paid on such Initial Term Loans (including for this purpose any Mandatory Catch-Up Amount payments) before the close of such accrual period plus (ii) the product of the issue price (as defined in Section 1273(b) of the Code) of the Initial Term Loans and their yield to maturity (within the meaning of Section 163(i)(2)(B) of the Code), with the result that the Initial Term Loans are not treated as having “significant original issue discount” within the meaning of Section 163(i)(1)(C) of the Code.

AHYDO Catch-Up Payment. Notwithstanding anything to On the contrary in this Agreement, before the end of each “accrual period” (as defined in Section 1272(a)(5) of the Code) ending after first Interest Payment Date following the fifth anniversary of the “issue dateIssue Date” (as defined in Treasury Regulation Section 1.1273-2(a)(2)) of the Initial Term Loansany Loan, and on each Interest Payment Date thereafter, the Parent Borrower shall prepay a portion of the Initial Term Loans such Loan in an amount equal to the Mandatory AHYDO Catch-Up Amount Payment with respect to the Initial Term Loans such Loan for such date. It is the intention of this Section 2.21 that the Initial Term Loans will not be an “applicable high yield discount obligation” within the meaning of Section 163(i)(1) of the Code, and this Section 2.21 shall be interpreted consistently with such intent. If there is more than one Lender at the time of any prepayment described in this Section 2.21, each prepayment of the Initial Term Loans made in accordance with this Section 2.21 shall be paid to the Lenders in accordance with their respective pro rata shares of such prepayment. The computations and determinations required under this Section 2.21 shall be made by Borrower in its good faith reasonable discretionInterest Payment Date. For the purposes of this Section 2.212.05(c), the “Mandatory AHYDO Catch-Up AmountPayment” for a particular Interest Payment Date with respect to a particular Loan means the amount of the Initial Term Loans required to be prepaid minimum principal prepayment sufficient to ensure that, that as of the close of an applicable accrual periodsuch Interest Payment Date, the aggregate amount which would be includible in gross income with respect to the Initial Term Loans such Loan before the close of such accrual period Interest Payment Date (as described in Section 163(i)(2)(A) of the Internal Revenue Code of 1986, as amended (the “Code)) does not exceed the sum (described in Section 163(i)(2)(B) of the Code) of (i) the aggregate amount of interest to be paid on under such Initial Term Loans Loan (including for this purpose any Mandatory AHYDO Catch-Up Amount paymentsPayments) made before the close of such accrual period Interest Payment Date plus (ii) the product of the issue price (of such Loan as defined in Section 1273(b) of the Code) Code (that is, the first price at which a substantial amount of the Initial Term Loans Loan is sold, disregarding for this purpose sales to bond houses, brokers or similar persons acting in the capacity of underwriters, placement agents or wholesalers) and their its yield to maturity (within the meaning of Section 163(i)(2)(B) of the Code), with the result that the Initial Term Loans are that such Loan is not treated as having “significant original issue discount” within the meaning of Section 163(i)(1)(C) of the Code; provided, however, for avoidance of doubt, that if the yield to maturity of such Loan is less than the amount described in Section 163(i)(1)(B) of the Code, the AHYDO Catch-Up Payment shall be zero for each Interest Payment Date with respect to such Loan. It is the intention of this Section 2.05(c) that each Loan will not be an “applicable high yield discount obligation” (“AHYDO”) within the meaning of Section 163(i)(1) of the Code, and this Section shall be interpreted consistently with such intent. The computations and determinations required under this Section 2.05(c) shall be made by the Parent Borrower in its good faith reasonable discretion and shall be binding upon Lenders absent manifest error.”