Common use of Assumed Debt Option Clause in Contracts

Assumed Debt Option. In satisfaction of all or a portion of the Phase II Option, Vodafone, at its election, shall have the right to require Wireless to participate in a transaction described in this Section 5.3(d) (the “Assumed Debt Option”). Vodafone shall indicate in any Monetization Notice with respect to the Phase II Option, the portion of the Monetization Amount which it elects to receive pursuant to the Assumed Debt Option (the “Deferral Amount”). The aggregate amount covered by the Phase II Option that Vodafone may elect to receive pursuant to the Assumed Debt Option shall not exceed $7.5 billion, which amount may be allocated among one or more exercises of the Phase II Option. (i) At the applicable Monetization Closing Date, Wireless shall, at Vodafone’s election, either: (i) assume a debt obligation of Vodafone, an Affiliate of Vodafone or a third party designated by Vodafone or (ii) incur debt and distribute the proceeds to Vodafone, an Affiliate of Vodafone or a third party designated by Vodafone (the “Assumed Debt”) in a principal amount equal to the Deferral Amount. (ii) The Assumed Debt shall have a ten-year term, but shall be call- able by Wireless from and after the eighth anniversary of the applicable Monetization Closing Date. The Assumed Debt shall be obtained from a third-party lender and shall be nonrecourse to the partners of Wireless or, at Vodafone’s election, nonrecourse to the partners of Wireless who are Affiliates of Bell Atlantic, but in each case, shall be nonrecourse to the assets of Wireless. The Assumed Debt may, at Vodafone’s election, be guaranteed by Vodafone, an Affiliate specified by Vodafone (including a newly formed subsidiary of Vodafone), or a third party designated by Vodafone. Such guarantee shall be on such terms and conditions as Vodafone in its sole discretion may determine. (iii) Bell Atlantic shall cause Wireless to, and Wireless shall, keep the Assumed Debt outstanding, with no payments of principal, until at least the eighth anniversary of the applicable Monetization Closing Date. The terms of the Assumed Debt shall provide that only interest is due until such eighth anniversary, and Bell Atlantic and Wireless shall not, and Bell Atlantic shall cause Wireless not to, make any prepayments with respect to the Assumed Debt, voluntarily take any action which would result in the acceleration of such Assumed Debt, or waive any rights or provide any guarantee or similar credit enhancement if the effect of such action would be to cause such Assumed Debt to be allocated under I.R.C.(S) 752 to Persons other than Persons from which the Assumed Debt was assumed; provided that none of the foregoing restrictions shall limit the right of Wireless, or of Bell Atlantic to cause Wireless, to call, prepay or accelerate such Assumed Debt on or after the eighth anniversary of the incurrence thereof.

Assumed Debt Option. In satisfaction of all or a portion of the Phase II Option, Vodafone, at its election, shall have the right to require Wireless to participate in a transaction described in this Section 5.3(d) (the “"Assumed Debt Option”"). Vodafone shall indicate in any Monetization Notice with respect to the Phase II Option, the portion of the Monetization Amount which it elects to receive pursuant to the Assumed Debt Option (the “"Deferral Amount”"). The aggregate amount covered by the Phase II Option that Vodafone may elect to receive pursuant to the Assumed Debt Option shall not exceed $7.5 billion, which amount may be allocated among one or more exercises of the Phase II Option. (i) At the applicable Monetization Closing Date, Wireless shall, at Vodafone’s 's election, either: (i) assume a debt obligation of Vodafone, an Affiliate of Vodafone or a third party designated by Vodafone or (ii) incur debt and distribute the proceeds to Vodafone, an Affiliate of Vodafone or a third party designated by Vodafone (the “"Assumed Debt”") in a principal amount equal to the Deferral Amount. (ii) The Assumed Debt shall have a ten-year term, but shall be call- able callable by Wireless from and after the eighth anniversary of the applicable Monetization Closing Date. The Assumed Debt shall be obtained from a third-party lender and shall be nonrecourse to the partners of Wireless or, at Vodafone’s 's election, nonrecourse to the partners of Wireless who are Affiliates of Bell Xxxx Atlantic, but in each case, shall be nonrecourse to the assets of Wireless. The Assumed Debt may, at Vodafone’s 's election, be guaranteed by Vodafone, an Affiliate specified by Vodafone (including a newly formed subsidiary of Vodafone), or a third party designated by Vodafone. Such guarantee shall be on such terms and conditions as Vodafone in its sole discretion may determine. (iii) Bell Xxxx Atlantic shall cause Wireless to, and Wireless shall, keep the Assumed Debt outstanding, with no payments of principal, until at least the eighth anniversary of the applicable Monetization Closing Date. The terms of the Assumed Debt shall provide that only interest is due until such eighth anniversary, and Bell Xxxx Atlantic and Wireless shall not, and Bell Xxxx Atlantic shall cause Wireless not to, make any prepayments with respect to the Assumed Debt, voluntarily take any action which would result in the acceleration of such Assumed Debt, or waive any rights or provide any guarantee or similar credit enhancement if the effect of such action would be to cause such Assumed Debt to be allocated under I.R.C.(S) X.X.X.xx. 752 to Persons other than Persons from which the Assumed Debt was assumed; provided that none of the foregoing restrictions shall limit the right of Wireless, or of Bell Xxxx Atlantic to cause Wireless, to call, prepay or accelerate such Assumed Debt on or after the eighth anniversary of the incurrence thereof.

Assumed Debt Option. In satisfaction of all or a portion of the Phase ------------------- II Option, Vodafone, at its election, shall have the right to require Wireless to participate in a transaction described in this Section 5.3(d) (the “"Assumed Debt Option”"). Vodafone shall indicate in any Monetization Notice with respect to the Phase II Option, the portion of the Monetization Amount which it elects to receive pursuant to the Assumed Debt Option (the “"Deferral Amount”"). The aggregate amount covered by the Phase II Option that Vodafone may elect to receive pursuant to the Assumed Debt Option shall not exceed $7.5 billion, which amount may be allocated among one or more exercises of the Phase II Option. (i) At the applicable Monetization Closing Date, Wireless shall, at Vodafone’s 's election, either: (i) assume a debt obligation of Vodafone, an Affiliate of Vodafone or a third party designated by Vodafone or (ii) incur debt and distribute the proceeds to Vodafone, an Affiliate of Vodafone or a third party designated by Vodafone (the “"Assumed Debt”") in a principal amount equal to the Deferral Amount. (ii) The Assumed Debt shall have a ten-year term, but shall be call- able by Wireless from and after the eighth anniversary of the applicable Monetization Closing Date. The Assumed Debt shall be obtained from a third-party lender and shall be nonrecourse to the partners of Wireless or, at Vodafone’s 's election, nonrecourse to the partners of Wireless who are Affiliates of Bell Xxxx Atlantic, but in each case, shall be nonrecourse to the assets of Wireless. The Assumed Debt may, at Vodafone’s 's election, be guaranteed by Vodafone, an Affiliate specified by Vodafone (including a newly formed subsidiary of Vodafone), or a third party designated by Vodafone. Such guarantee shall be on such terms and conditions as Vodafone in its sole discretion may determine. (iii) Bell Xxxx Atlantic shall cause Wireless to, and Wireless shall, keep the Assumed Debt outstanding, with no payments of principal, until at least the eighth anniversary of the applicable Monetization Closing Date. The terms of the Assumed Debt shall provide that only interest is due until such eighth anniversary, and Bell Xxxx Atlantic and Wireless shall not, and Bell Xxxx Atlantic shall cause Wireless not to, make any prepayments with respect to the Assumed Debt, voluntarily take any action which would result in the acceleration of such Assumed Debt, or waive any rights or provide any guarantee or similar credit enhancement if the effect of such action would be to cause such Assumed Debt to be allocated under I.R.C.(S) 752 to Persons other than Persons from which the Assumed Debt was assumed; provided that none of the foregoing restrictions shall limit the right of Wireless, or of Bell Xxxx Atlantic to cause Wireless, to call, prepay or accelerate such Assumed Debt on or after the eighth anniversary of the incurrence thereof.

Assumed Debt Option. In satisfaction of all or a portion of the Phase II Option, Vodafone, at its election, shall have the right to require Wireless to participate in a transaction described in this Section 5.3(d) (the “Assumed Debt Option”). Vodafone shall indicate in any Monetization Notice with respect to the Phase II Option, the portion of the Monetization Amount which it elects to receive pursuant to the Assumed Debt Option (the “Deferral Amount”). The aggregate amount covered by the Phase II Option that Vodafone may elect to receive pursuant to the Assumed Debt Option shall not exceed $7.5 billion, which amount may be allocated among one or more exercises of the Phase II Option. (i) At the applicable Monetization Closing Date, Wireless shall, at Vodafone’s election, either: (i) assume a debt obligation of Vodafone, an Affiliate of Vodafone or a third party designated by Vodafone or (ii) incur debt and distribute the proceeds to Vodafone, an Affiliate of Vodafone or a third party designated by Vodafone (the “Assumed Debt”) in a principal amount equal to the Deferral Amount. (ii) The Assumed Debt shall have a ten-year term, but shall be call- able callable by Wireless from and after the eighth anniversary of the applicable Monetization Closing Date. The Assumed Debt shall be obtained from a third-party lender and shall be nonrecourse to the partners of Wireless or, at Vodafone’s election, nonrecourse to the partners of Wireless who are Affiliates of Bell Xxxx Atlantic, but in each case, shall be nonrecourse to the assets of Wireless. The Assumed Debt may, at Vodafone’s election, be guaranteed by Vodafone, an Affiliate specified by Vodafone (including a newly formed subsidiary of Vodafone), or a third party designated by Vodafone. Such guarantee shall be on such terms and conditions as Vodafone in its sole discretion may determine. (iii) Bell Xxxx Atlantic shall cause Wireless to, and Wireless shall, keep the Assumed Debt outstanding, with no payments of principal, until at least the eighth anniversary of the applicable Monetization Closing Date. The terms of the Assumed Debt shall provide that only interest is due until such eighth anniversary, and Bell Xxxx Atlantic and Wireless shall not, and Bell Xxxx Atlantic shall cause Wireless not to, make any prepayments with respect to the Assumed Debt, voluntarily take any action which would result in the acceleration of such Assumed Debt, or waive any rights or provide any guarantee or similar credit enhancement if the effect of such action would be to cause such Assumed Debt to be allocated under I.R.C.(S) X.X.X.xx. 752 to Persons other than Persons from which the Assumed Debt was assumed; provided that none of the foregoing restrictions shall limit the right of Wireless, or of Bell Xxxx Atlantic to cause Wireless, to call, prepay or accelerate such Assumed Debt on or after the eighth anniversary of the incurrence thereof.