Common use of Securities Demand Clause in Contracts

Securities Demand. (a) If at any time and from time to time (but not more than three times) from and after the Closing Date and prior to the Initial Maturity Date, one or more Take-Out Banks make a proposal and the Initial Lenders holding a majority of the aggregate principal amount of outstanding Initial Loan Commitments or Initial Loans, as applicable, provide a notice (a “Securities Demand”) to Borrower for the offering of Permanent Securities, then at the option of the Borrower, such Permanent Securities shall be (I) in the form of Additional Notes (as defined in the Senior Secured Notes Indenture as in effect on the Effective Date) under the Senior Secured Notes Indenture (provided that in order for the Borrower to elect the issuance of such Additional Notes, the Borrower must agree to enter into a registration rights agreement in form and substance substantially similar to the registration rights agreement applicable to the Senior Secured Notes providing for the issuance of exchange notes that are fungible with the Senior Secured Notes following the completion of an exchange offer) or (II) on terms and conditions, including ranking (including, without limitation, collateral), interest rates, yields and redemption prices, as are necessary or appropriate in light of the prevailing market conditions, all as reasonably determined by such Take-Out Bank(s), in consultation with the Borrower, and consistent with the Applicable Bond Standard (such securities issued pursuant to clause (I) or (II) above, “Demand Securities,” and such offering of Demand Securities, a “Take-Out Financing”) (provided that (i) the aggregate weighted average yield thereof (together with (A) all Loans, if any, outstanding after the issuance of such Demand Securities and (B) all other Demand Securities issued prior to such time) shall not exceed the Total Cap (it being understood that any floating interest rates and/or yields included in any of the foregoing calculations shall be determined by the Take-Out Banks in consultation with Borrower, with original issue discount considered yield for the purpose of this clause and determined in accordance with customary market convention for high yield securities), (ii) the maturitiesin the case of any Demand Securities issued pursuant to clause (II) above, the maturity thereof shall be not earlier than February 1, 2019 unless the Borrower so elects,2019, the non-call periodsperiod with respect thereto shall not be more than four yearsend on August 1, 2015 and the redemption price at the expiration of such non-call period shall be par plus 50% of the coupon, declining to par plus 25% of the coupon on August 1, 2016 and further declining to par on August 1, 2017 and and (iii) such Demand Securities shall be issued at a price to the Borrower equal to or greater than 98% of the principal amount of such Demand Securities (exclusive of any underwriting fees)), the Borrower will accept such Securities Demand and cause the Borrower to issue the Demand Securities, it being understood and agreed that (A) the applicable Take-Out Bank(s) and the Borrower shall mutually determine whether such Demand Securities will be issued through a registered public offering or a private placement with customary registration rights, (B) any such issuance shall be pursuant to an indenture and related documents all in form consistent with the Applicable Bond Standard with such modifications as are consistent with the provisions of this Section 6.16 or otherwise mutually determined by the participating Take-Out Bank(s) and the Borrower in light of then prevailing market conditions, (C) no Demand Securities will be required to be issued prior to the Closing Date, (D) the guarantee and any collateral structure shall be no more restrictive than that provided under the Applicable Bond Standard and (E) such Securities Demand shall only be permitted after completion of a customary roadshow (or after Borrower has been provided an opportunity to have such a roadshow) and if a majority in aggregate principal amount of the Demand Securities is to be sold or immediately resold to bona fide investors that are neither a Take-Out Bank, nor investors affiliated with the Take-Out Bank (other than asset management affiliates purchasing the Demand Securities in the ordinary course of their business as part of a regular distribution of the Demand Securities (“Asset Management Affiliates”)). (b) As long as any Demand Securities are held by any Take-Out Bank or any affiliate of a Take-Out Bank (other than asset management affiliates purchasing the Demand Securities in the ordinary course of business and excluding Demand Securities acquired pursuant to bona fide open market purchases from third parties or market making activities), the Demand Securities held by such Take-Out Bank and its affiliates shall be optionally redeemable at any time by the Borrower at 100% of the principal amount thereof, plus accrued and unpaid interest. (c) The Borrower will use commercially reasonable efforts to, within 20 days of receipt of a Securities Demand (but in no event earlier than the 60th day after the Closing Date), do the following: (1) provide as many copies as reasonably requested to the Take-Out Banks of a customary prospectus or offering memorandum, as applicable ( the “Offering Document”) for such Demand Securities which shall include or incorporate by reference information regarding the Borrower and its subsidiaries of the type customarily included in public offerings or private placements under Rule 144A of the Securities Act, as applicable, including financial statements, pro forma financial statements, business and other financial data of the type required in a registered offering by Regulation S-X and Regulation S-K under the Securities Act (in the case of a private placement, other than Rule 3-16 of Regulation S-X and subject to exceptions customary for private placements pursuant to Rule 144A promulgated under the Securities Act) or that would be necessary for the Takeout Banks to receive customary (for high yield debt securities) “comfort” (including “negative assurance” comfort) from independent accountants in connection with the offering of the Demand Securities (all such information so furnished being the “Cooperation Information”), and in the case of the annual financial statements, the auditors’ reports thereon; (2) In the case of a registered offering of Demand Securities, prepare a registration statement under the Securities Act with respect to such Demand Securities, including a registration statement covering market making activities of the Take-Out Banks to the extent necessary and in the case of any private placement of Demand Securities, prepare an exchange offer or shelf registration statement (each a “Registration Statement”) and if such Registration Statement is filed, the Borrower agrees to use commercially reasonable efforts to cause such Registration Statement to become effective as soon as practicable thereafter; (3) Assist the Take-Out Banks in a timely completion of the offering of the Demand Securities, upon the Take-Out Bank’s reasonable request, to make Borrower’s and its Subsidiaries’ senior officers and representatives available to the Take-Out Banks in connection with the offering of the Demand Securities, including making them available to assist in the preparation of one or more offering documents (including assistance in obtaining industry data) or ratings agency presentations, to participate in due diligence sessions, rating agency presentations and to participate in one or more roadshows to market the Demand Securities; (4) notify the Take-Out Banks promptly of all developments materially affecting it, the Target or the Demand Securities or the accuracy of the Cooperation Information. The Borrower agrees to update the Cooperation Information and the offering document at the reasonable request of the Take-Out Banks to facilitate a Take-Out Financing. The Borrower acknowledges that the Take-Out Banks may rely, without independent verification, upon the accuracy and completeness of the Cooperation Information and the Offering Document and that the Take-Out Banks do not assume responsibility therefor. (d) The Take-Out Banks may at any time require the Borrower (or, if reasonably so specified by the Take-Out Banks, an affiliate of the Borrower) to execute a purchase agreement providing for the issuance of the Permanent Securities contemplated hereby substantially in the form of the Applicable Bond Standard, modified as appropriate to reflect the terms of the transactions contemplated thereby and providing for the delivery of an indenture and a registration rights agreement substantially in the form of the indenture and registration rights agreements related to the Applicable Bond Standard, modified as appropriate to reflect the terms of the transactions contemplated thereby. (e) It is understood and agreed that the failure to issue any Demand Securities pursuant to a Securities Demand in accordance with the provisions hereof will constitute a “Demand Failure Event” and that, upon the occurrence of a Demand Failure Event, (a) the interest rate on the Loans shall automatically increase to the Total Cap as provided in Section 2.08(a)(i) hereof, (b) the Loans will immediately and automatically be subject to the call protection of the Exchange Notes as provided in Section 2.05(a)(ii) hereof, (c) the Bridge Conversion Fee (as defined in the Fee Letter) shall become immediately due and payable, and (d) no consent of the Borrower shall be required for the assignment of Loans as provided in Section 10.06(b)(iii)(A) hereof. (f) For the avoidance of doubt, (i) the Take-Out Banks may reoffer the Demand Securities to investors at any price below or above the proceeds to the issuer and (ii) any adverse tax consequences shall not be a basis for the failure to comply with the covenant herein.

Securities Demand. Unless (ax) If at any time the "Loans" and from time to time "Commitments" under (but not more than three timesand as defined in) from and after each of the Closing Date and prior to the Initial Maturity Date, one or more TakeEnterprises 2003-Out Banks make a proposal A Credit Agreement and the Initial Lenders holding a majority of CMS Energy Credit Agreement and the Loans and Commitments hereunder shall have been permanently reduced in an aggregate principal amount of outstanding Initial Loan Commitments $550,000,000 or Initial Loansmore on or before January 2, as applicable2004, provide or (y) CMS Energy's reset put securities due July 1, 2003 shall have been reissued or remarketed pursuant to the terms thereof or refinanced and a mandatory prepayment of the Obligations shall have occurred in accordance with the terms of Section 2.03(c)(iv), or (z) a definitive purchase agreement satisfying the requirements of Section 7.02(i)(H) shall be in effect with respect to the sale of substantially all of the capital stock and assets of Panhandle and all authorizations, consents, approvals, licenses, permits, certificates, exemptions of or filings or registrations with, any governmental authority or other legal or regulatory body necessary in connection with the consummation of such sale shall have been obtained and are in full force and effect, then, upon notice from the Administrative Agent (at the direction of the Required Lenders) at any time on or after January 2, 2004 (a “"SECURITIES DEMAND"), to the extent permitted under each of CMS Energy's indentures (and each supplement issued thereunder), CMS Energy will cause the issuance and sale of debt and/or equity securities ("SECURITIES") the proceeds of which shall be used to repay the 6.75% Senior Notes on their maturity date upon such terms and conditions specified in the Securities Demand”) to Borrower for the offering of Permanent Securities, then at the option of the Borrower, such Permanent Securities shall be (I) in the form of Additional Notes (as defined in the Senior Secured Notes Indenture as in effect on the Effective Date) under the Senior Secured Notes Indenture (provided that in order for the Borrower to elect the issuance of such Additional Notes, the Borrower must agree to enter into a registration rights agreement in form and substance substantially similar to the registration rights agreement applicable to the Senior Secured Notes providing for the issuance of exchange notes that are fungible with the Senior Secured Notes following the completion of an exchange offer) or (II) on terms and conditions, including ranking (including, without limitation, collateral), interest rates, yields and redemption prices, as are necessary or appropriate in light of the prevailing market conditions, all as reasonably determined by such Take-Out Bank(s), in consultation with the Borrower, and consistent with the Applicable Bond Standard (such securities issued pursuant to clause (I) or (II) above, “Demand Securities,” and such offering of Demand Securities, a “Take-Out Financing”) (; provided that (i) the aggregate weighted average yield thereof interest rate (together with (Awhether floating or fixed) all Loans, if any, outstanding after the issuance of such Demand Securities and (B) all other Demand Securities issued prior to such time) shall not exceed the Total Cap (it being understood that any floating interest rates and/or yields included in any of the foregoing calculations shall be determined by Administrative Agent in light of the Take-Out Banks in consultation with Borrower, with original issue discount considered yield then prevailing market conditions for the purpose of this clause and determined in accordance with customary market convention for high yield comparable securities), (ii) the maturitiesin Administrative Agent in its reasonable discretion and after consultation with CMS Energy, shall determine whether the case of any Demand Securities issued pursuant to clause (II) above, the maturity thereof shall be not earlier than February 1, 2019 unless the Borrower so elects,2019, the non-call periodsperiod with respect thereto shall not be more than four yearsend on August 1, 2015 and the redemption price at the expiration of such non-call period shall be par plus 50% of the coupon, declining to par plus 25% of the coupon on August 1, 2016 and further declining to par on August 1, 2017 and and (iii) such Demand Securities shall be issued at a price to the Borrower equal to or greater than 98% of the principal amount of such Demand Securities (exclusive of any underwriting fees)), the Borrower will accept such Securities Demand and cause the Borrower to issue the Demand Securities, it being understood and agreed that (A) the applicable Take-Out Bank(s) and the Borrower shall mutually determine whether such Demand Securities will be issued through a registered public offering or a private placement with customary registration rights, placement; (Biii) any such issuance shall the Securities will be issued pursuant to an indenture or indentures, which shall contain such terms, conditions, and related documents all in form consistent with the Applicable Bond Standard with such modifications covenants as are consistent typical and customary for similar financings and are reasonably satisfactory in all respects to the Administrative Agent; and (iv) all other arrangements with respect to the provisions of this Section 6.16 or otherwise mutually determined by Securities shall be reasonably satisfactory in all respects to the participating Take-Out Bank(s) and the Borrower Administrative Agent in light of the then prevailing market conditions, (C) no Demand Securities will be required to be issued prior to the Closing Date, (D) the guarantee and any collateral structure shall be no more restrictive than that provided under the Applicable Bond Standard and (E) such Securities Demand shall only be permitted after completion of a customary roadshow (or after Borrower has been provided an opportunity to have such a roadshow) and if a majority in aggregate principal amount of the Demand Securities is to be sold or immediately resold to bona fide investors that are neither a Take-Out Bank, nor investors affiliated with the Take-Out Bank (other than asset management affiliates purchasing the Demand Securities in the ordinary course of their business as part of a regular distribution of the Demand Securities (“Asset Management Affiliates”)). (b) As long as any Demand Securities are held by any Take-Out Bank or any affiliate of a Take-Out Bank (other than asset management affiliates purchasing the Demand Securities in the ordinary course of business and excluding Demand Securities acquired pursuant to bona fide open market purchases from third parties or market making activities), the Demand Securities held by such Take-Out Bank and its affiliates shall be optionally redeemable at any time by the Borrower at 100% of the principal amount thereof, plus accrued and unpaid interest. (c) The Borrower will use commercially reasonable efforts to, within 20 days of receipt of a Securities Demand (but in no event earlier than the 60th day after the Closing Date), do the following: (1) provide as many copies as reasonably requested to the Take-Out Banks of a customary prospectus or offering memorandum, as applicable ( the “Offering Document”) for such Demand Securities which shall include or incorporate by reference information regarding the Borrower and its subsidiaries of the type customarily included in public offerings or private placements under Rule 144A of the Securities Act, as applicable, including financial statements, pro forma financial statements, business and other financial data of the type required in a registered offering by Regulation S-X and Regulation S-K under the Securities Act (in the case of a private placement, other than Rule 3-16 of Regulation S-X and subject to exceptions customary for private placements pursuant to Rule 144A promulgated under the Securities Act) or that would be necessary for the Takeout Banks to receive customary (for high yield debt securities) “comfort” (including “negative assurance” comfort) from independent accountants in connection with the offering of the Demand Securities (all such information so furnished being the “Cooperation Information”), and in the case of the annual financial statements, the auditors’ reports thereon; (2) In the case of a registered offering of Demand Securities, prepare a registration statement under the Securities Act with respect to such Demand Securities, including a registration statement covering market making activities of the Take-Out Banks to the extent necessary and in the case of any private placement of Demand Securities, prepare an exchange offer or shelf registration statement (each a “Registration Statement”) and if such Registration Statement is filed, the Borrower agrees to use commercially reasonable efforts to cause such Registration Statement to become effective as soon as practicable thereafter; (3) Assist the Take-Out Banks in a timely completion of the offering of the Demand Securities, upon the Take-Out Bank’s reasonable request, to make Borrower’s and its Subsidiaries’ senior officers and representatives available to the Take-Out Banks in connection with the offering of the Demand Securities, including making them available to assist in the preparation of one or more offering documents (including assistance in obtaining industry data) or ratings agency presentations, to participate in due diligence sessions, rating agency presentations and to participate in one or more roadshows to market the Demand Securities; (4) notify the Take-Out Banks promptly of all developments materially affecting it, the Target or the Demand Securities or the accuracy of the Cooperation Information. The Borrower agrees to update the Cooperation Information and the offering document at the reasonable request of the Take-Out Banks to facilitate a Take-Out Financing. The Borrower acknowledges that the Take-Out Banks may rely, without independent verification, upon the accuracy and completeness of the Cooperation Information and the Offering Document and that the Take-Out Banks do not assume responsibility therefor. (d) The Take-Out Banks may at any time require the Borrower (or, if reasonably so specified by the Take-Out Banks, an affiliate of the Borrower) to execute a purchase agreement providing for the issuance of the Permanent Securities contemplated hereby substantially in the form of the Applicable Bond Standard, modified as appropriate to reflect the terms of the transactions contemplated thereby and providing for the delivery of an indenture and a registration rights agreement substantially in the form of the indenture and registration rights agreements related to the Applicable Bond Standard, modified as appropriate to reflect the terms of the transactions contemplated thereby. (e) It is understood and agreed that the failure to issue any Demand Securities pursuant to a Securities Demand in accordance with the provisions hereof will constitute a “Demand Failure Event” and that, upon the occurrence of a Demand Failure Event, (a) the interest rate on the Loans shall automatically increase to the Total Cap as provided in Section 2.08(a)(i) hereof, (b) the Loans will immediately and automatically be subject to the call protection of the Exchange Notes as provided in Section 2.05(a)(ii) hereof, (c) the Bridge Conversion Fee (as defined in the Fee Letter) shall become immediately due and payable, and (d) no consent of the Borrower shall be required for the assignment of Loans as provided in Section 10.06(b)(iii)(A) hereof. (f) For the avoidance of doubt, (i) the Take-Out Banks may reoffer the Demand Securities to investors at any price below or above the proceeds to the issuer and (ii) any adverse tax consequences shall not be a basis for the failure to comply with the covenant herein.

Securities Demand. The Financing Documentation will provide that upon request (aa "Request") If from the Take-Out Bank made at any time after the three month anniversary of the Closing Date and prior to the Conversion Date (as defined in the Term Sheet), you shall take all reasonable actions necessary or desirable, to the extent within your power, so that the Take-Out Bank can, as soon as practicable after such Request, publicly offer or privately place Debt Securities (the "Initial Request Date"). The Financing Documentation will also provide that upon notice by the Take-Our Bank (a "Take-Out Securities Notice"), at any time and from time to time (but not more than three times) from and after the Closing Date and prior to following the Initial Maturity Request Date, one or more you will issue and sell Debt Securities upon such terms and conditions as specified in the Take-Out Banks make Securities Notice; provided, however, that for either a proposal and the Initial Lenders holding Request or a majority of the aggregate principal amount of outstanding Initial Loan Commitments or Initial Loans, as applicable, provide a notice (a “Securities Demand”) to Borrower for the offering of Permanent Securities, then at the option of the Borrower, such Permanent Securities shall be (I) in the form of Additional Notes (as defined in the Senior Secured Notes Indenture as in effect on the Effective Date) under the Senior Secured Notes Indenture (provided that in order for the Borrower to elect the issuance of such Additional Notes, the Borrower must agree to enter into a registration rights agreement in form and substance substantially similar to the registration rights agreement applicable to the Senior Secured Notes providing for the issuance of exchange notes that are fungible with the Senior Secured Notes following the completion of an exchange offer) or (II) on terms and conditions, including ranking (including, without limitation, collateral), interest rates, yields and redemption prices, as are necessary or appropriate in light of the prevailing market conditions, all as reasonably determined by such Take-Out Bank(s), in consultation with the Borrower, and consistent with the Applicable Bond Standard (such securities issued pursuant to clause (I) or (II) above, “Demand Securities,” and such offering of Demand Securities, a “Take-Out Financing”) (provided that Securities Notice (i) the aggregate weighted average yield thereof (together with (A) all Loans, if any, outstanding after the issuance of such Demand Securities and (B) all other Demand Securities issued prior to such time) shall not exceed the Total Cap (it being understood that any floating fixed interest rates and/or yields included in any of the foregoing calculations shall be determined by the Take-Out Banks in consultation with Borrower, with original issue discount considered yield for the purpose of this clause and determined in accordance with customary market convention for high yield securities), (ii) the maturitiesin the case of any Demand Securities issued pursuant to clause (II) above, the maturity thereof shall be not earlier than February 1, 2019 unless the Borrower so elects,2019, the non-call periodsperiod with respect thereto shall not be more than four yearsend on August 1, 2015 and the redemption price at the expiration of such non-call period shall be par plus 50% of the coupon, declining to par plus 25% of the coupon on August 1, 2016 and further declining to par on August 1, 2017 and and (iii) such Demand Securities shall be issued at a price to the Borrower equal to or greater than 98% of the principal amount of such Demand Securities (exclusive of any underwriting fees)), the Borrower will accept such Securities Demand and cause the Borrower to issue the Demand Securities, it being understood and agreed that (A) the applicable Take-Out Bank(s) and the Borrower shall mutually determine whether such Demand Securities will be issued through a registered public offering or a private placement with customary registration rights, (B) any such issuance shall be pursuant to an indenture and related documents all in form consistent with the Applicable Bond Standard with such modifications as are consistent with the provisions of this Section 6.16 or otherwise mutually determined by the participating Take-Out Bank(s) and the Borrower Bank in light of the then prevailing market conditions, but in no event shall the interest rate on the Debt Securities exceed 14% per annum; (Cii) no Demand the maturity of any Debt Securities will shall not be required to be issued prior to earlier than 12 months after the scheduled maturity of the term facility provided as part of the Bank Financing (as in effect on the Closing Date, ); (Diii) the guarantee Debt Securities will contain such terms, conditions and any collateral structure shall be no more restrictive than that provided under covenants (including limitations as to optional redemption) as are customary for similar high yield financings and as are satisfactory in all respects to you and the Applicable Bond Standard and (E) such Securities Demand shall only be permitted after completion of a customary roadshow (or after Borrower has been provided an opportunity to have such a roadshow) and if a majority in aggregate principal amount of the Demand Securities is to be sold or immediately resold to bona fide investors that are neither a Take-Out Bank, nor investors affiliated ; and (iv) all other arrangements with respect to the Debt Securities shall be reasonably satisfactory in all respects to you and the Take-Out Bank (other than asset management affiliates purchasing the Demand Securities in the ordinary course of their business as part of a regular distribution light of the Demand Securities (“Asset Management Affiliates”)). (b) As long as then prevailing market conditions. The foregoing shall not limit your ability to refinance the Bridge Loan by other means. In addition, you covenant and agree subsequent to the funding date of any Demand Securities are held by any portion of the Bridge Loan to use your reasonable best efforts to assist the Take-Out Bank in marketing the Debt Securities to refinance the Bridge Loan, including, without limitation, preparing a prospectus supplement or any affiliate an offering memorandum relating thereto, making your senior management and the senior management of a USH and other representatives of you and USH available (at mutually agreeable times) to participate in meetings with prospective investors and providing such information and assistance as the Take-Out Bank (other than asset management affiliates purchasing shall reasonably request during the Demand Securities in the ordinary course of business and excluding Demand Securities acquired pursuant to bona fide open market purchases from third parties or market making activities), the Demand Securities held by such Take-Out Bank and its affiliates shall be optionally redeemable at any time by the Borrower at 100% of the principal amount thereof, plus accrued and unpaid interestmarketing process. (c) The Borrower will use commercially reasonable efforts to, within 20 days of receipt of a Securities Demand (but in no event earlier than the 60th day after the Closing Date), do the following: (1) provide as many copies as reasonably requested to the Take-Out Banks of a customary prospectus or offering memorandum, as applicable ( the “Offering Document”) for such Demand Securities which shall include or incorporate by reference information regarding the Borrower and its subsidiaries of the type customarily included in public offerings or private placements under Rule 144A of the Securities Act, as applicable, including financial statements, pro forma financial statements, business and other financial data of the type required in a registered offering by Regulation S-X and Regulation S-K under the Securities Act (in the case of a private placement, other than Rule 3-16 of Regulation S-X and subject to exceptions customary for private placements pursuant to Rule 144A promulgated under the Securities Act) or that would be necessary for the Takeout Banks to receive customary (for high yield debt securities) “comfort” (including “negative assurance” comfort) from independent accountants in connection with the offering of the Demand Securities (all such information so furnished being the “Cooperation Information”), and in the case of the annual financial statements, the auditors’ reports thereon; (2) In the case of a registered offering of Demand Securities, prepare a registration statement under the Securities Act with respect to such Demand Securities, including a registration statement covering market making activities of the Take-Out Banks to the extent necessary and in the case of any private placement of Demand Securities, prepare an exchange offer or shelf registration statement (each a “Registration Statement”) and if such Registration Statement is filed, the Borrower agrees to use commercially reasonable efforts to cause such Registration Statement to become effective as soon as practicable thereafter; (3) Assist the Take-Out Banks in a timely completion of the offering of the Demand Securities, upon the Take-Out Bank’s reasonable request, to make Borrower’s and its Subsidiaries’ senior officers and representatives available to the Take-Out Banks in connection with the offering of the Demand Securities, including making them available to assist in the preparation of one or more offering documents (including assistance in obtaining industry data) or ratings agency presentations, to participate in due diligence sessions, rating agency presentations and to participate in one or more roadshows to market the Demand Securities; (4) notify the Take-Out Banks promptly of all developments materially affecting it, the Target or the Demand Securities or the accuracy of the Cooperation Information. The Borrower agrees to update the Cooperation Information and the offering document at the reasonable request of the Take-Out Banks to facilitate a Take-Out Financing. The Borrower acknowledges that the Take-Out Banks may rely, without independent verification, upon the accuracy and completeness of the Cooperation Information and the Offering Document and that the Take-Out Banks do not assume responsibility therefor. (d) The Take-Out Banks may at any time require the Borrower (or, if reasonably so specified by the Take-Out Banks, an affiliate of the Borrower) to execute a purchase agreement providing for the issuance of the Permanent Securities contemplated hereby substantially in the form of the Applicable Bond Standard, modified as appropriate to reflect the terms of the transactions contemplated thereby and providing for the delivery of an indenture and a registration rights agreement substantially in the form of the indenture and registration rights agreements related to the Applicable Bond Standard, modified as appropriate to reflect the terms of the transactions contemplated thereby. (e) It is understood and agreed that the failure to issue any Demand Securities pursuant to a Securities Demand in accordance with the provisions hereof will constitute a “Demand Failure Event” and that, upon the occurrence of a Demand Failure Event, (a) the interest rate on the Loans shall automatically increase to the Total Cap as provided in Section 2.08(a)(i) hereof, (b) the Loans will immediately and automatically be subject to the call protection of the Exchange Notes as provided in Section 2.05(a)(ii) hereof, (c) the Bridge Conversion Fee (as defined in the Fee Letter) shall become immediately due and payable, and (d) no consent of the Borrower shall be required for the assignment of Loans as provided in Section 10.06(b)(iii)(A) hereof. (f) For the avoidance of doubt, (i) the Take-Out Banks may reoffer the Demand Securities to investors at any price below or above the proceeds to the issuer and (ii) any adverse tax consequences shall not be a basis for the failure to comply with the covenant herein.

Securities Demand. (a) If at any time and The Arranger shall have the right from time to time (but not more than three times) from and at any time after the Closing date falling two (2) months from Signing Date and prior (such date, the “Initial Demand Date”) until the Termination Date (such period, the “Demand Period”), upon written notice to the Initial Maturity Date, one or more Take-Out Banks make a proposal and the Initial Lenders holding a majority of the aggregate principal amount of outstanding Initial Loan Commitments or Initial Loans, as applicable, provide a notice Borrower (a “Securities DemandNotice”), to require that the Borrower promptly uses commercially reasonable efforts to do all such acts and prepare, execute and deliver such information and documents as the Arranger may reasonably specify in order for a full refinancing of the Facility to be completed as soon as possible after the Initial Demand Date by way of: (i) to Borrower for the offering issuance of Permanent Securities, then at the option of further shares in the Borrower, such Permanent Securities shall be (I) in the form of Additional Notes (as defined in the Senior Secured Notes Indenture as in effect on the Effective Date) under the Senior Secured Notes Indenture (provided that in order for Securities Notices may be sent up to four (4) times during the Demand Period, provided that the Arranger may not request the Borrower to elect complete an equity issue if this would require a discount of 15% or more against the issuance of such Additional Notesaverage price the Borrower’s shares has traded the last five (5) Business Days; (ii) a private placement loan on unsecured/mezzanine basis in each case, made or effected by the Borrower must agree to enter into a registration rights agreement in form that, except as provided herein, are based on such structure and substance substantially similar to the registration rights agreement applicable to the Senior Secured Notes providing for the issuance of exchange notes that are fungible with the Senior Secured Notes following the completion of an exchange offer) or (II) on such commercial and other terms and conditions, including ranking (including, without limitation, collateralsuch pricing (including such coupon, fees and costs), interest ratesand tenor) as the Arranger in its reasonable discretion may determine will be necessary to place such debt to third-party investors, yields and redemption prices, as are necessary or appropriate in light of the prevailing market conditions, all as reasonably determined by such Take-Out Bank(s), in consultation with the Borrower, and consistent with the Applicable Bond Standard (such securities issued pursuant to clause (I) or (II) above, “Demand Securities,” and such offering of Demand Securities, a “Take-Out Financing”) (provided that (i) the aggregate weighted average yield thereof (together with (A) all Loans, if any, outstanding after the issuance of such Demand Securities and (B) all other Demand Securities issued prior to such time) shall Arranger may not exceed the Total Cap (it being understood that any floating interest rates and/or yields included in any of the foregoing calculations shall be determined by the Take-Out Banks in consultation with Borrower, with original issue discount considered yield for the purpose of this clause and determined in accordance with customary market convention for high yield securities), (ii) the maturitiesin the case of any Demand Securities issued pursuant to clause (II) above, the maturity thereof shall be not earlier than February 1, 2019 unless the Borrower so elects,2019, the non-call periodsperiod with respect thereto shall not be more than four yearsend on August 1, 2015 and the redemption price at the expiration of such non-call period shall be par plus 50% of the coupon, declining to par plus 25% of the coupon on August 1, 2016 and further declining to par on August 1, 2017 and and (iii) such Demand Securities shall be issued at a price to the Borrower equal to or greater than 98% of the principal amount of such Demand Securities (exclusive of any underwriting fees)), the Borrower will accept such Securities Demand and cause request the Borrower to issue the Demand Securities, it being understood and agreed that (A) the applicable Take-Out Bank(s) and the Borrower shall mutually determine whether such Demand Securities will be issued through a registered public offering or complete a private placement with customary registration rightsor debt issue if this would require an interest rate of 20% or more, (B) any such issuance shall be pursuant to an indenture each a “Refinancing Option” and related documents all in form consistent with collectively, the Applicable Bond Standard with such modifications as are consistent with the provisions of this Section 6.16 or otherwise mutually determined by the participating Take-Out Bank(s) and the Borrower in light of then prevailing market conditions, (C) no Demand Securities will be required to be issued prior to the Closing Date, (D) the guarantee and any collateral structure shall be no more restrictive than that provided under the Applicable Bond Standard and (E) such Securities Demand shall only be permitted after completion of a customary roadshow (or after Borrower has been provided an opportunity to have such a roadshow) and if a majority in aggregate principal amount of the Demand Securities is to be sold or immediately resold to bona fide investors that are neither a Take-Out Bank, nor investors affiliated with the Take-Out Bank (other than asset management affiliates purchasing the Demand Securities in the ordinary course of their business as part of a regular distribution of the Demand Securities (“Asset Management AffiliatesRefinancing Options”)). (b) As long as The Arranger agrees to consult with the Borrower for a period of ten (10) Business Days prior to launching any Demand Securities are held by any Take-Out Bank or any affiliate of a Take-Out Bank (other than asset management affiliates purchasing the Demand Securities Refinancing Option in the ordinary course of business and excluding Demand Securities acquired pursuant to bona fide open market purchases from third parties or market making activities), the Demand Securities held by such Take-Out Bank and its affiliates shall be optionally redeemable at any time by the Borrower at 100% of the principal amount thereof, plus accrued and unpaid interestmarket. (c) The Borrower will use commercially reasonable efforts to, within 20 days of receipt of a Securities Demand (but in no event earlier than the 60th day after the Closing Date), do the following: (1) provide as many copies as reasonably requested to the Take-Out Banks of a customary prospectus or offering memorandum, as applicable ( the “Offering Document”) for such Demand Securities which shall include or incorporate by reference information regarding the Borrower and its subsidiaries In connection with any of the type customarily included in public offerings or private placements under Rule 144A of the Securities Act, as applicable, including financial statements, pro forma financial statements, business and other financial data of the type required in a registered offering by Regulation S-X and Regulation S-K under the Securities Act (in the case of a private placement, other than Rule 3-16 of Regulation S-X and subject to exceptions customary for private placements pursuant to Rule 144A promulgated under the Securities Act) or that would be necessary for the Takeout Banks to receive customary (for high yield debt securities) “comfort” (including “negative assurance” comfort) from independent accountants in connection with the offering of the Demand Securities (all such information so furnished being the “Cooperation Information”), and in the case of the annual financial statements, the auditors’ reports thereon; (2) In the case of a registered offering of Demand Securities, prepare a registration statement under the Securities Act with respect to such Demand Securities, including a registration statement covering market making activities of the Take-Out Banks to the extent necessary and in the case of any private placement of Demand Securities, prepare an exchange offer or shelf registration statement (each a “Registration Statement”) and if such Registration Statement is filedRefinancing Options, the Borrower agrees to shall use commercially reasonable efforts to cause participate in, and cooperate with the Lender in connection with, any such Registration Statement Refinancing Option, including but not limited to, by: (i) furnishing financial statements, schedules or other financial data or information relating to become effective as soon as practicable thereafterthe Borrower and/or any member of the Group or any such Affiliates that are customarily included in marketing materials; (3ii) Assist the Take-Out Banks in a timely completion facilitating contact between management and advisors, including auditors, of the offering Borrower, any member of the Demand SecuritiesGroup and such Affiliates, and proposed lenders or investors (as applicable); (iii) participating as necessary (upon the Take-Out Bank’s reasonable requestnotice and during regular business hours) in meetings, to make Borrower’s presentations and its Subsidiaries’ senior officers road shows with prospective lenders and representatives available to the Take-Out Banks in connection with the offering of the Demand Securities, including making them available to assist in the preparation of one or more offering documents (including assistance in obtaining industry data) or ratings agency presentations, to participate investors and in due diligence sessions; (iv) making available, rating agency presentations at reasonable time and upon reasonable advance notice, the necessary employees and advisors of the Borrower and any other member of the Group and such Affiliates to participate in provide assistance with the preparation of business projections, financing documents offering materials, including but not limited to, one or more roadshows to market confidential memoranda, prospectuses, offering memoranda and other marketing and syndication materials reasonably requested by the Demand Securities;Arrangers; and (4v) notify providing other customary information, documents, authorization letters, opinions and certificates, in each case as may be necessary to consummate the Take-Out Banks promptly of all developments materially affecting it, the Target or the Demand Securities or the accuracy of the Cooperation Information. The Borrower agrees to update the Cooperation Information and the offering document at the reasonable request of the Take-Out Banks to facilitate a Take-Out Financing. The Borrower acknowledges that the Take-Out Banks may rely, without independent verification, upon the accuracy and completeness of the Cooperation Information and the Offering Document and that the Take-Out Banks do not assume responsibility thereforapplicable Refinancing Option. (d) The Take-Out Banks may at any time require the Borrower (or, if reasonably so specified by the Take-Out Banks, an affiliate of the Borrower) to execute a purchase agreement providing for the issuance of the Permanent Securities contemplated hereby substantially in the form of the Applicable Bond Standard, modified as appropriate to reflect the terms of the transactions contemplated thereby and providing for the delivery of an indenture and a registration rights agreement substantially in the form of the indenture and registration rights agreements related to the Applicable Bond Standard, modified as appropriate to reflect the terms of the transactions contemplated thereby. (e) It is understood and agreed that the failure to issue any Demand Securities pursuant to a Securities Demand in accordance with the provisions hereof will constitute a “Demand Failure Event” and that, upon the occurrence of a Demand Failure Event, (a) the interest rate on the Loans shall automatically increase to the Total Cap as provided in Section 2.08(a)(i) hereof, (b) the Loans will immediately and automatically be subject to the call protection of the Exchange Notes as provided in Section 2.05(a)(ii) hereof, (c) the Bridge Conversion Fee (as defined in the Fee Letter) shall become immediately due and payable, and (d) no consent of the Borrower shall be required for the assignment of Loans as provided in Section 10.06(b)(iii)(A) hereof. (f) For the avoidance of doubt, (i) the Take-Out Banks may reoffer the Demand Securities to investors at any price below or above the proceeds to the issuer and (ii) any adverse tax consequences shall not be a basis for the failure to comply with the covenant herein.

Securities Demand. (a) If at any time and from time to time Upon a request (but not more than three times) from and after the Closing Date and prior to the Initial Maturity Dateeach, one or more Take-Out Banks make a proposal and the Initial Lenders holding a majority of the aggregate principal amount of outstanding Initial Loan Commitments or Initial Loans, as applicable, provide a notice (a “Securities Demand”) to Borrower for the offering of Permanent Securities, then at the option of the BorrowerLead Arrangers from time to time from and after the date that is 180 days after the Closing Date, for a period ending 540 days after the Closing Date (such period, the “Securities Demand Period”), after a roadshow and marketing period customary for similar offerings, the Borrowers (or, if so specified by the Lead Arrangers, Holdings or one of its subsidiaries) shall issue Permanent Securities in such amount as will generate gross proceeds of an amount sufficient to repay all outstanding amounts under this Agreement and all related fees and expenses. The Permanent Securities shall be (I) in the form of Additional Notes (as defined in the Senior Secured Notes Indenture as in effect on the Effective Date) under the Senior Secured Notes Indenture (provided that in order for the Borrower to elect the issuance of have such Additional Notesform, the Borrower must agree to enter into a registration rights agreement in form term, yield, guarantees, covenants and substance substantially similar to the registration rights agreement applicable to the Senior Secured Notes providing for the issuance of exchange notes that are fungible with the Senior Secured Notes following the completion of an exchange offer) or (II) on default provisions and other terms and conditions, including ranking (including, without limitation, collateral), interest rates, yields and redemption prices, as are necessary or appropriate customary for securities of the type issued by similarly situated issuers in light of the then prevailing market conditionsconditions and may be issued in one or more tranches, all as reasonably determined by such Take-Out Bank(s), the Investment Bank in consultation with the Borrower, and consistent with the Applicable Bond Standard (such securities issued pursuant to clause (I) or (II) above, “Demand Securities,” and such offering of Demand Securities, a “Take-Out Financing”) (its sole discretion; provided that (ix) the aggregate total weighted average yield thereof interest rate on the applicable Permanent Securities shall not exceed 11.0% per annum (together with exclusive of default interest, tax gross ups and amounts owing under the Registration Rights Agreement) and (Ay) all Loansthe maturity of the Permanent Securities shall not be earlier than six months after the final stated maturity of the Senior Secured Credit Facilities or a shorter weighted average life (and, if any, outstanding after the issuance of any such Demand Permanent Securities, Loans or Exchange Notes will still be outstanding, the Permanent Securities and (B) all other Demand Securities issued prior to such time) shall not exceed the Total Cap (it being understood that any floating interest rates and/or yields included in any of the foregoing calculations shall be determined by the Take-Out Banks in consultation with Borrower, with original issue discount considered yield for the purpose of this clause and determined in accordance with customary market convention for high yield securities), (ii) the maturitiesin the case of any Demand Securities issued pursuant to clause (II) above, the have a maturity thereof shall be not date earlier than February 1, 2019 unless the Borrower so elects,2019, the non-call periodsperiod with respect thereto Rollover Loan Maturity Date and shall not be more have a shorter weighted average life than four yearsend on August 1, 2015 and the redemption price at the expiration of such non-call period shall be par plus 50% of the coupon, declining to par plus 25% of the coupon on August 1, 2016 and further declining to par on August 1, 2017 and and (iii) such Demand Securities shall be issued at a price to the Borrower equal to or greater than 98% of the principal amount of such Demand Securities (exclusive of any underwriting fees)), the Borrower will accept such Securities Demand and cause the Borrower to issue the Demand Securities, it being understood and agreed that (A) the applicable Take-Out Bank(s) and the Borrower shall mutually determine whether such Demand Securities will be issued through a registered public offering or a private placement with customary registration rights, (B) any such issuance shall be pursuant to an indenture and related documents all in form consistent with the Applicable Bond Standard with such modifications as are consistent with the provisions of this Section 6.16 or otherwise mutually determined by the participating Take-Out Bank(s) and the Borrower in light of then prevailing market conditions, (C) no Demand Securities will be required to be issued prior to the Closing Date, (D) the guarantee and any collateral structure shall be no more restrictive than that provided under the Applicable Bond Standard and (E) such Securities Demand shall only be permitted after completion of a customary roadshow (or after Borrower has been provided an opportunity to have such a roadshow) and if a majority in aggregate principal amount of the Demand Securities is to be sold or immediately resold to bona fide investors that are neither a Take-Out Bank, nor investors affiliated with the Take-Out Bank (other than asset management affiliates purchasing the Demand Securities in the ordinary course of their business as part of a regular distribution of the Demand Securities (“Asset Management Affiliates”)Rollover Loans). (b) As long The Loan Parties will do all things required in the opinion of the Investment Bank, in its sole discretion, in connection with the sale of the Permanent Securities, and in any event as any soon as reasonably practicable (it being understood that nothing in this paragraph shall require the Loan Parties to issue Permanent Securities prior to the exercise of the Securities Demand in paragraph (a) above): (i) no later than 15 days subsequent to the Closing Date, the Borrowers shall have completed and made available to the Investment Bank copies of an offering memorandum for the offer and sale of the Permanent Securities pursuant to Rule 144A of the rules and regulations under the Securities Act containing such disclosures as may be required by applicable laws, as are held customary and appropriate for such a document or as may be required by any Take-Out the Investment Bank (including all audited, pro forma and other financial statements and schedules of the Loan Parties of the type that would be required in a registered public offering of the Permanent Securities on Form S-1 under the Securities Act or any affiliate of a Take-Out Bank as otherwise might be reasonably acceptable to the Investment Bank), and (ii) senior management and directors (other than asset management affiliates purchasing Xxxx Xxxxxxxx, Xxx Xxxxxxxxxxxx, Xxx Xxxxxxxxx and each other employee of MHR who is on the Demand board of directors of Loral other than the officers of Loral) of the Loan Parties shall have made themselves available for due diligence, rating agency presentations and a road show and other meetings with potential investors for the Permanent Securities in the ordinary course of business and excluding Demand Securities acquired pursuant to bona fide open market purchases from third parties or market making activities), the Demand Securities held by such Take-Out Bank and its affiliates shall be optionally redeemable at any time as required by the Borrower at 100% Investment Bank in its reasonable judgment to market the Permanent Securities (it being understood that only officers and other employees of Loral and the principal amount thereof, plus accrued and unpaid interestCompany shall participate in roadshows). (c) The Borrower will use commercially reasonable efforts to, within 20 days of receipt of a Securities Demand (but in no event earlier than the 60th day after the Closing Date), do the following: (1) provide as many copies as reasonably requested to the Take-Out Banks of a customary prospectus or offering memorandum, as applicable ( the “Offering Document”) for such Demand Securities which shall include or incorporate by reference information regarding the Borrower and its subsidiaries of the type customarily included in public offerings or private placements under Rule 144A of the Securities Act, as applicable, including financial statements, pro forma financial statements, business and other financial data of the type required in a registered offering by Regulation S-X and Regulation S-K under the Securities Act (in the case of a private placement, other than Rule 3-16 of Regulation S-X and subject to exceptions customary for private placements pursuant to Rule 144A promulgated under the Securities Act) or that would be necessary for the Takeout Banks to receive customary (for high yield debt securities) “comfort” (including “negative assurance” comfort) from independent accountants in connection with the offering of the Demand Securities (all such information so furnished being the “Cooperation Information”), and in the case of the annual financial statements, the auditors’ reports thereon; (2) In the case of a registered offering of Demand Securities, prepare a registration statement under the Securities Act with respect to such Demand Securities, including a registration statement covering market making activities of the Take-Out Banks to the extent necessary and in the case of any private placement of Demand Securities, prepare an exchange offer or shelf registration statement (each a “Registration Statement”) and if such Registration Statement is filed, the Borrower agrees to use commercially reasonable efforts to cause such Registration Statement to become effective as soon as practicable thereafter; (3) Assist the Take-Out Banks in a timely completion of the offering of the Demand Securities, upon the Take-Out Bank’s reasonable request, to make Borrower’s and its Subsidiaries’ senior officers and representatives available to the Take-Out Banks in connection with the offering of the Demand Securities, including making them available to assist in the preparation of one or more offering documents (including assistance in obtaining industry data) or ratings agency presentations, to participate in due diligence sessions, rating agency presentations and to participate in one or more roadshows to market the Demand Securities; (4) notify the Take-Out Banks promptly of all developments materially affecting it, the Target or the Demand Securities or the accuracy of the Cooperation Information. The Borrower agrees to update the Cooperation Information and the offering document at the reasonable request of the Take-Out Banks to facilitate a Take-Out Financing. The Borrower acknowledges that the Take-Out Banks may rely, without independent verification, upon the accuracy and completeness of the Cooperation Information and the Offering Document and that the Take-Out Banks do not assume responsibility therefor. (d) The Take-Out Banks Lead Arrangers may at any time require the Borrower (or, if reasonably so specified by the Take-Out Banks, an affiliate of the Borrower) Borrowers to execute a an underwriting or purchase agreement providing for the issuance of the Permanent Securities contemplated hereby substantially in the form of the Applicable Bond StandardInvestment Bank’s standard underwriting or purchase agreement, modified as appropriate to reflect the terms of the transactions contemplated thereby and containing such terms, covenants, conditions, representations, warranties and indemnities as are customary in similar transactions and providing for the delivery of an indenture and a registration rights agreement substantially in the form of the indenture Investment Bank’s standard indentures and registration rights agreements related agreements, legal opinions, comfort letters and officers’ certificates, all in form and substance reasonably satisfactory to the Applicable Bond StandardLead Arrangers and their counsel, modified as appropriate and the Borrowers shall cause the Permanent Securities to reflect be rated by S&P and Xxxxx’x. Without limiting the terms generality of the transactions contemplated therebyforegoing, the Loan Parties represent and warrant that the offering memorandum for the Permanent Securities will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances in which they are made, not misleading. (ed) It is understood Without limiting the generality of anything contained in this Section 5.13 and in addition thereto, the Canadian Borrower covenants and agrees to use its commercially reasonable efforts to refinance the Loans as soon reasonably practicable (it being agreed that for purposes of this clause (d) only (other than during the failure to issue any Demand Securities pursuant to a Securities Demand Period), the Canadian Borrower shall be entitled to take into account the interest rate or other costs of refinancing then available in accordance with determining whether such refinancing is commercially reasonable and, except during the provisions hereof will constitute a “Securities Demand Failure Event” and that, upon Period (when the occurrence of a Demand Failure Event, caps in clause (a) above govern), the interest rate on the Loans shall automatically increase to the Total Cap as provided in Section 2.08(a)(i) hereof, (b) the Loans will immediately and automatically be subject to the call protection of the Exchange Notes as provided in Section 2.05(a)(ii) hereof, (c) the Bridge Conversion Fee (as defined in the Fee Letter) shall become immediately due and payable, and (d) no consent of the Canadian Borrower shall be required for the assignment of Loans as provided in Section 10.06(b)(iii)(A) hereof. (f) For the avoidance of doubt, (i) the Take-Out Banks may reoffer the Demand Securities to investors at any price below or above the proceeds to the issuer and (ii) any adverse tax consequences shall not be a basis for the failure required to comply with the covenant hereinso refinance at such time if it would incur refinancing costs or rates that it deems to be commercially unreasonable).

Securities Demand. Upon notice by (a) If the Arrangers (acting together) or (b) if there are more than three Arrangers, all but one Arranger (acting together) (in either case, the “Required Arrangers”) (a “Debt Securities Notice”), at any time and from time to time (but not more than three times) from and following the date that is twelve months after the Closing Date and prior to the Initial Maturity date that is eighteen months after the Closing Date, one or more Take-Out Banks make the Borrower will (or, if the Borrower is a proposal and the Initial Lenders holding a majority Borrower in respect of the Senior Facilities at the time of the Debt Securities Notice and is not permitted by the Intercreditor Agreement to issue the Securities described in such Debt Securities Notice, will cause a newly formed special purpose finance subsidiary of the Borrower to), after a road show and marketing period customary for similar offerings (as determined by the Required Arrangers (acting together) after consultation with the Borrower and in any event not less than 10 Business Days), issue and sell such aggregate principal amount of outstanding Initial Loan Commitments or Initial Loans, as applicable, provide a notice senior debt securities (a the “Securities DemandSecurities”) as will generate gross proceeds sufficient to Borrower for refinance (in whole or in part as determined by the offering of Permanent Securities, then at the option of the Borrower, such Permanent Securities shall be Required Arrangers (Iacting together) in the form of Additional Notes (their sole discretion so long as defined in the Senior Secured Notes Indenture as in effect on the Effective Date) such refinancing constitutes a Permitted Payment under the Senior Secured Notes Indenture (provided that in order for the Borrower to elect the issuance of such Additional NotesFacilities Agreement), the Borrower must agree to enter into a registration rights agreement Facility, in form and substance substantially similar to the registration rights agreement applicable to the Senior Secured Notes providing for the issuance of exchange notes that are fungible with the Senior Secured Notes following the completion of an exchange offer) or (II) on each case upon such terms and conditionsconditions as may be reasonably specified by the Required Arrangers (acting together) in such Debt Securities Notice; provided, including ranking (includinghowever, without limitation, collateral), interest rates, yields and redemption prices, as are necessary or appropriate in light of the prevailing market conditions, all as reasonably determined by such Take-Out Bank(s), in consultation with the Borrower, and consistent with the Applicable Bond Standard (such securities issued pursuant to clause (I) or (II) above, “Demand Securities,” and such offering of Demand Securities, a “Take-Out Financing”) (provided that (i) the aggregate weighted average yield thereof (together with (A) all Loans, if any, outstanding after the issuance of such Demand Securities and (B) all other Demand Securities issued prior to such time) shall not exceed the Total Cap (it being understood that any floating interest rates and/or yields included in any of the foregoing calculations shall be determined by the Take-Out Banks in consultation with Borrower, with original issue discount considered yield for the purpose of this clause and determined in accordance with customary market convention for high yield securities), (ii) the maturitiesin the case of any Demand Securities issued pursuant to clause (II) above, the maturity thereof shall be not earlier than February 1, 2019 unless the Borrower so elects,2019, the non-call periodsperiod with respect thereto shall not be more than four yearsend on August 1, 2015 and the redemption price at the expiration of such non-call period shall be par plus 50% of the coupon, declining to par plus 25% of the coupon on August 1, 2016 and further declining to par on August 1, 2017 and and (iii) such Demand Securities shall be issued at a price to the Borrower equal to or greater than 98% of the principal amount of such Demand Securities (exclusive of any underwriting fees)), the Borrower will accept such Securities Demand and cause the Borrower to issue the Demand Securities, it being understood and agreed that (A) the applicable Take-Out Bank(s) and the Borrower shall mutually determine whether such Demand Securities will be issued through a registered public private placement for resale pursuant to Rule 144A and/or Regulation S; (ii) such Securities will be issued without US SEC registration rights unless the Required Arrangers (acting together and after making reasonable efforts to market the Securities without registration rights) determine that US SEC registration rights are necessary for a successful offering and, in such event, such registration rights shall only be granted to the extent they do not conflict with the terms of the Intercreditor Agreement or the Trust Indenture Act (provided that the Borrower will take any commercially reasonable and lawful actions reasonably requested by the Required Arrangers (acting together) to ensure compliance) and shall not require the Borrower (or any of its subsidiaries) to cause an exchange offer registration statement or a private placement shelf registration statement to become effective prior to the first anniversary of the consummation of such offering; (iii) such Securities will not mature any earlier than 10 years after the Closing Date and will contain such terms, covenants, events of default, subordination provisions and redemption provisions as are customary for similar financings as determined by the Required Arrangers (acting together) in consultation with customary registration rightsthe Borrower and, in any event, consistent with high-yield financings of affiliates of the Sponsors underwritten by one or more of the Arrangers (or their Affiliates); (iv) such Securities will bear a fixed rate of interest based on then prevailing market conditions as determined by the Required Arrangers (acting together); provided, however, that without the Borrower’s consent, (A) subject to sub-clause (B) the maximum weighted average cash interest rate per annum payable in connection with such Securities (as if all denominated in euro) shall not exceed 11.50% per annum and the maximum weighted average total interest rate per annum payable in connection with such Securities (as if all denominated in euro) shall not exceed 12.50% per annum and (B) until such time (if any) as Bidco shall hold 90 per cent. or more of the Target Shares, the maximum weighted average cash interest rate per annum payable in connection with such Securities (as if all denominated in euro) shall not exceed 12.00% per annum and the maximum weighted average total interest rate per annum payable in connection with such Securities (as if all denominated in euro) shall not exceed 13.50% per annum; (v) at least €1,000,000,000 of such Securities will be denominated in euro; (vi) the remaining amount of such Securities (or any portion thereof as required by the Required Arrangers) may be denominated in US Dollars; (vii) all other arrangements with respect to such issuance Securities shall be pursuant reasonably satisfactory in all respects to an indenture and related documents all in form consistent with the Applicable Bond Standard with such modifications as are consistent with the provisions of this Section 6.16 or otherwise mutually determined by the participating Take-Out Bank(sRequired Arrangers (acting together) and the Borrower in light of then prevailing market conditions, (C) no Demand Securities will be required to be issued prior to conditions and the Closing Date, (D) the guarantee financial condition and any collateral structure shall be no more restrictive than that provided under the Applicable Bond Standard and (E) such Securities Demand shall only be permitted after completion prospects of a customary roadshow (or after Borrower has been provided an opportunity to have such a roadshow) and if a majority in aggregate principal amount of the Demand Securities is to be sold or immediately resold to bona fide investors that are neither a Take-Out Bank, nor investors affiliated with the Take-Out Bank (other than asset management affiliates purchasing the Demand Securities in the ordinary course of their business as part of a regular distribution of the Demand Securities (“Asset Management Affiliates”)). (b) As long as any Demand Securities are held by any Take-Out Bank or any affiliate of a Take-Out Bank (other than asset management affiliates purchasing the Demand Securities in the ordinary course of business and excluding Demand Securities acquired pursuant to bona fide open market purchases from third parties or market making activities), the Demand Securities held by such Take-Out Bank and its affiliates shall be optionally redeemable at any time by the Borrower at 100% of the principal amount thereof, plus accrued and unpaid interest. (c) The Borrower will use commercially reasonable efforts to, within 20 days of receipt of a Securities Demand (but in no event earlier than the 60th day after the Closing Date), do the following: (1) provide as many copies as reasonably requested to the Take-Out Banks of a customary prospectus or offering memorandum, as applicable ( the “Offering Document”) for such Demand Securities which shall include or incorporate by reference information regarding the Borrower and its subsidiaries at the date of issue; and (viii) such Securities shall have the benefit of the type customarily included in public offerings or private placements under Rule 144A of same collateral and the Securities Act, same guarantees as applicable, including financial statements, pro forma financial statements, business the Extended Loans and other financial data of the type required in a registered offering by Regulation S-X and Regulation S-K under Exchange Notes. Following the Securities Act (in the case issuance of a private placement, other than Rule 3-16 of Regulation S-X and subject to exceptions customary for private placements pursuant to Rule 144A promulgated under the Debt Securities Act) or that would be necessary for the Takeout Banks to receive customary (for high yield debt securities) “comfort” (including “negative assurance” comfort) from independent accountants in connection with the offering of the Demand Securities (all such information so furnished being the “Cooperation Information”), and in the case of the annual financial statements, the auditors’ reports thereon; (2) In the case of a registered offering of Demand Securities, prepare a registration statement under the Securities Act with respect to such Demand Securities, including a registration statement covering market making activities of the Take-Out Banks to the extent necessary and in the case of any private placement of Demand Securities, prepare an exchange offer or shelf registration statement (each a “Registration Statement”) and if such Registration Statement is filedNotice, the Borrower agrees to will use its commercially reasonable efforts, and will use its commercially reasonable efforts to cause such Registration Statement to become effective as soon as practicable thereafter; (3) Assist the Take-Out Banks in a timely completion management of the offering of the Demand Securities, upon the Take-Out Bank’s reasonable requestTarget, to make Borrower’s and its Subsidiaries’ senior officers and representatives available to assist the Take-Out Banks Required Arrangers in connection with customary marketing efforts for the offering sale of the Demand any such Securities, including making them available to assist in the preparation of one or more an offering documents (including assistance circular and participation in obtaining industry data) or ratings agency presentations, to participate in due diligence sessions, rating agency customary roadshow presentations and using commercially reasonable efforts to participate in one or more roadshows to market the Demand obtain ratings for and list such Securities; (4) notify the Take-Out Banks promptly of all developments materially affecting it, the Target or the Demand Securities or the accuracy of the Cooperation Information. The Borrower agrees to update the Cooperation Information and the offering document at the reasonable request of the Take-Out Banks to facilitate a Take-Out Financing. The Borrower acknowledges that the Take-Out Banks may rely, without independent verification, upon the accuracy and completeness of the Cooperation Information and the Offering Document and that the Take-Out Banks do not assume responsibility therefor. (d) The Take-Out Banks may at any time require the Borrower (or, if reasonably so specified by the Take-Out Banks, an affiliate of the Borrower) to execute a purchase agreement providing for the issuance of the Permanent Securities contemplated hereby substantially in the form of the Applicable Bond Standard, modified as appropriate to reflect the terms of the transactions contemplated thereby and providing for the delivery of an indenture and a registration rights agreement substantially in the form of the indenture and registration rights agreements related to the Applicable Bond Standard, modified as appropriate to reflect the terms of the transactions contemplated thereby. (e) It is understood and agreed that the failure to issue any Demand Securities pursuant to a Securities Demand in accordance with the provisions hereof will constitute a “Demand Failure Event” and that, upon the occurrence of a Demand Failure Event, (a) the interest rate on the Loans shall automatically increase to the Total Cap as provided in Section 2.08(a)(i) hereof, (b) the Loans will immediately and automatically be subject to the call protection of the Exchange Notes as provided in Section 2.05(a)(ii) hereof, (c) the Bridge Conversion Fee (as defined in the Fee Letter) shall become immediately due and payable, and (d) no consent of the Borrower shall be required for the assignment of Loans as provided in Section 10.06(b)(iii)(A) hereof. (f) For the avoidance of doubt, (i) the Take-Out Banks may reoffer the Demand Securities to investors at any price below or above the proceeds to the issuer and (ii) any adverse tax consequences shall not be a basis for the failure to comply with the covenant herein.

Securities Demand. (a) If The Borrower agrees that, upon the request of ABN AMRO at any time and from time to time (but not more than three times) from and after the Closing Date and prior to the Initial Maturity Date, one or more Take-Out Banks make a proposal and the Initial Lenders holding a majority of the aggregate principal amount of outstanding Initial Loan Commitments or Initial Loans, as applicable, provide a notice (a “Securities Demand”) to Borrower for the offering of Permanent Securities, then at the option of the Borrower, such Permanent Securities shall be (I) in the form of Additional Notes (as defined in the Senior Secured Notes Indenture as in effect on the Effective Date) under the Senior Secured Notes Indenture (provided that in order for the Borrower to elect the issuance of such Additional Notes, the Borrower must agree to enter into a registration rights agreement in form and substance substantially similar to the registration rights agreement applicable to the Senior Secured Notes providing for the issuance of exchange notes that are fungible with the Senior Secured Notes following the completion of an exchange offer) or (II) on terms and conditions, including ranking (including, without limitation, collateral), interest rates, yields and redemption prices, as are necessary or appropriate in light of the prevailing market conditions, all as reasonably determined by such Take-Out Bank(s), in consultation with the Borrower, and consistent with the Applicable Bond Standard (such securities issued pursuant to clause (I) or (II) above, “Demand Securities,” and such offering of Demand Securities, a “Take-Out Financing”) (provided that (i) the aggregate weighted average yield thereof (together with (A) all Loans, if any, outstanding after the issuance of such Demand Securities and (B) all other Demand Securities issued prior to such time) shall not exceed the Total Cap (it being understood that any floating interest rates and/or yields included in any of the foregoing calculations shall be determined by the Take-Out Banks in consultation with Borrower, with original issue discount considered yield for the purpose of this clause and determined in accordance with customary market convention for high yield securities), (ii) the maturitiesin the case of any Demand Securities issued pursuant to clause (II) above, the maturity thereof shall be not earlier than February 1, 2019 unless the Borrower so elects,2019, the non-call periodsperiod with respect thereto shall not be more than four yearsend on August 1, 2015 and the redemption price at the expiration of such non-call period shall be par plus 50% of the coupon, declining to par plus 25% of the coupon on August 1, 2016 and further declining to par on August 1, 2017 and and (iii) such Demand Securities shall be issued at a price to the Borrower equal to or greater than 98% of the principal amount of such Demand Securities (exclusive of any underwriting fees)), the Borrower will accept such Securities Demand and cause (or, if so specified by ABN AMRO, another Affiliate of the Borrower will) issue notes or other debt securities of the Borrower or any of its Affiliates (the “Permanent Securities”) in such amount as will generate gross proceeds of an amount sufficient to issue pay all Obligations and all related fees and expenses then existing under the Demand Loan Agreement. The Permanent Securities, it being understood as the case may be, shall have such form, term, yield, guarantees, covenants, default and agreed provisions and other terms as are customary for securities of the type issued and may be issued in one or more tranches, all as determined by ABN AMRO in its reasonable discretion. The Borrower will, and will cause its Affiliates to, take all commercially reasonable actions as requested by ABN AMRO, that in the professional judgment of ABN AMRO are necessary in connection with the offer and sale of the Permanent Securities (Aincluding any issuance solely to ABN AMRO), including: (a) the applicable Take-Out Bank(s) and the Borrower shall mutually determine whether such Demand complete and make available to ABN AMRO and potential investors copies of an information memorandum for the offer and sale of the Permanent Securities will be issued through in a registered public offering or a private placement with customary registration rights, (B) any such issuance shall be pursuant to an indenture and related documents all form that is in form consistent the professional judgment of ABN AMRO necessary in connection with the Applicable Bond Standard with such modifications as are consistent with the provisions of this Section 6.16 or otherwise mutually determined by the participating Take-Out Bank(s) offer and the Borrower in light of then prevailing market conditions, (C) no Demand Securities will be required to be issued prior to the Closing Date, (D) the guarantee and any collateral structure shall be no more restrictive than that provided under the Applicable Bond Standard and (E) such Securities Demand shall only be permitted after completion of a customary roadshow (or after Borrower has been provided an opportunity to have such a roadshow) and if a majority in aggregate principal amount sale of the Demand Securities is to be sold or immediately resold to bona fide investors that are neither a Take-Out Bank, nor investors affiliated with the Take-Out Bank (other than asset management affiliates purchasing the Demand Securities in the ordinary course of their business as part of a regular distribution of the Demand Securities (“Asset Management Affiliates”)).Permanent Securities; and (b) As long as any Demand Securities are held by any Take-Out Bank or any affiliate senior management of a Take-Out Bank (other than asset management affiliates purchasing the Demand Securities in the ordinary course of business and excluding Demand Securities acquired pursuant to bona fide open market purchases from third parties or market making activities), the Demand Securities held by such Take-Out Bank and its affiliates shall be optionally redeemable at any time by the Borrower at 100% of the principal amount thereof, plus accrued shall make themselves available for due diligence and unpaid interest. (c) The Borrower will use commercially reasonable efforts to, within 20 days of receipt of a Securities Demand (but in no event earlier than the 60th day after the Closing Date), do the following: (1) provide as many copies as reasonably requested to the Take-Out Banks of a customary prospectus or offering memorandum, as applicable ( the “Offering Document”) for such Demand Securities which shall include or incorporate by reference information regarding the Borrower and its subsidiaries of the type customarily included in public offerings or private placements under Rule 144A of the Securities Act, as applicable, including financial statements, pro forma financial statements, business road show and other financial data of the type required in a registered offering by Regulation S-X and Regulation S-K under the Securities Act (in the case of a private placement, other than Rule 3-16 of Regulation S-X and subject to exceptions customary for private placements pursuant to Rule 144A promulgated under the Securities Act) or that would be necessary meetings with potential investors for the Takeout Banks to receive customary (for high yield debt securities) “comfort” (including “negative assurance” comfort) from independent accountants Permanent Securities as required by ABN AMRO in connection with the offering of the Demand Securities (all such information so furnished being the “Cooperation Information”), and in the case of the annual financial statements, the auditors’ reports thereon; (2) In the case of a registered offering of Demand Securities, prepare a registration statement under the Securities Act with respect to such Demand Securities, including a registration statement covering market making activities of the Take-Out Banks to the extent necessary and in the case of any private placement of Demand Securities, prepare an exchange offer or shelf registration statement (each a “Registration Statement”) and if such Registration Statement is filed, the Borrower agrees to use commercially reasonable efforts to cause such Registration Statement to become effective as soon as practicable thereafter; (3) Assist the Take-Out Banks in a timely completion of the offering of the Demand Securities, upon the Take-Out Bank’s reasonable request, to make Borrower’s and its Subsidiaries’ senior officers and representatives available to the Take-Out Banks in connection with the offering of the Demand Securities, including making them available to assist in the preparation of one or more offering documents (including assistance in obtaining industry data) or ratings agency presentations, to participate in due diligence sessions, rating agency presentations and to participate in one or more roadshows professional judgment to market the Demand Permanent Securities; (4) notify the Take-Out Banks promptly of all developments materially affecting it, the Target or the Demand Securities or the accuracy of the Cooperation Information. The Borrower agrees to update the Cooperation Information and the offering document at the reasonable request of the Take-Out Banks to facilitate a Take-Out Financing. The Borrower acknowledges that the Take-Out Banks may rely, without independent verification, upon the accuracy and completeness of the Cooperation Information and the Offering Document and that the Take-Out Banks do not assume responsibility therefor. (d) The Take-Out Banks ABN AMRO may at any time require the Borrower (or, if reasonably so specified by the Take-Out BanksABN AMRO, an affiliate Affiliates of the Borrower) to execute a an underwriting or purchase agreement providing for the issuance and sale of the Permanent Securities contemplated hereby substantially in the form of the Applicable Bond StandardABN AMRO’s standard underwriting or purchase agreement, modified as appropriate to reflect the terms of the transactions contemplated thereby and containing such terms, covenants, conditions, representations, warranties and indemnities as are customary in similar transactions and providing for the delivery of an indenture and a registration rights agreement indenture, if applicable, substantially in the form of the indenture ABN AMRO’s standard indentures, legal opinions, comfort letters and registration rights agreements related officers’ certificates, all in form and substance reasonably satisfactory to the Applicable Bond StandardABN AMRO and its counsel, modified as well as such other terms and conditions as are customary and appropriate in light of then-prevailing market conditions applicable to reflect the terms similar financings or in light of any aspect of the transactions contemplated thereby. (e) It is understood and agreed hereby that requires such other terms or conditions. Without limiting the generality of the foregoing, the Borrower shall procure that the failure information memorandum for the Permanent Securities will not as of its date, and at the time of sale of the Permanent Securities, contain any untrue statement of a material fact or omit to issue state a material fact necessary in order to make the statements therein, in the light of the circumstances in which they are made, not misleading. Without limiting the generality of the foregoing, ABN AMRO may also require the issuance of Permanent Securities by the Borrower to the Lender in order to refinance the Loans and such Permanent Securities may be initially held by ABN AMRO for its own account or resold at any Demand Securities pursuant to a Securities Demand time thereafter in accordance with, and with the provisions hereof will constitute a “Demand Failure Event” and that, upon the occurrence of a Demand Failure Event, (a) the interest rate on the Loans shall automatically increase to the Total Cap as provided in Section 2.08(a)(i) hereof, (b) the Loans will immediately and automatically be subject to the call protection of the Exchange Notes as provided in Section 2.05(a)(ii) hereof, (c) the Bridge Conversion Fee (as defined in the Fee Letter) shall become immediately due and payable, and (d) no consent support of the Borrower shall be required for set forth in, the assignment other provisions of Loans as provided in this Section 10.06(b)(iii)(A) hereof2. (f) For the avoidance of doubt, (i) the Take-Out Banks may reoffer the Demand Securities to investors at any price below or above the proceeds to the issuer and (ii) any adverse tax consequences shall not be a basis for the failure to comply with the covenant herein.

Securities Demand. Unless (ax) If at any time the "Loans" and from time to time "Commitments" under (but not more than three timesand as defined in) from the CMS Energy Credit Agreement and after the Closing Date Loans and prior to the Initial Maturity Date, one or more Take-Out Banks make a proposal and the Initial Lenders holding a majority of the Commitments hereunder shall have been permanently reduced in an aggregate principal amount of outstanding Initial Loan Commitments $550,000,000 or Initial Loansmore on or before January 2, as applicable2004, provide or (y) CMS Energy's reset put securities due July 1, 2003 shall have been reissued or remarketed pursuant to the terms thereof or refinanced and a mandatory prepayment of the Obligations shall have occurred in accordance with the terms of Section 2.03(c)(iv), then, upon notice from the Administrative Agent (at the direction of the Required Lenders) (a “"SECURITIES DEMAND"), to the extent permitted under each of CMS Energy's indentures (and each supplement issued thereunder), CMS Energy will cause the issuance and sale of debt and/or equity securities ("SECURITIES") the proceeds of which shall be used to repay the 6.75% Senior Notes on their maturity date upon such terms and conditions specified in the Securities Demand”) to Borrower for the offering of Permanent Securities, then at the option of the Borrower, such Permanent Securities shall be (I) in the form of Additional Notes (as defined in the Senior Secured Notes Indenture as in effect on the Effective Date) under the Senior Secured Notes Indenture (provided that in order for the Borrower to elect the issuance of such Additional Notes, the Borrower must agree to enter into a registration rights agreement in form and substance substantially similar to the registration rights agreement applicable to the Senior Secured Notes providing for the issuance of exchange notes that are fungible with the Senior Secured Notes following the completion of an exchange offer) or (II) on terms and conditions, including ranking (including, without limitation, collateral), interest rates, yields and redemption prices, as are necessary or appropriate in light of the prevailing market conditions, all as reasonably determined by such Take-Out Bank(s), in consultation with the Borrower, and consistent with the Applicable Bond Standard (such securities issued pursuant to clause (I) or (II) above, “Demand Securities,” and such offering of Demand Securities, a “Take-Out Financing”) (; provided that (i) the aggregate weighted average yield thereof interest rate (together with (Awhether floating or fixed) all Loans, if any, outstanding after the issuance of such Demand Securities and (B) all other Demand Securities issued prior to such time) shall not exceed the Total Cap (it being understood that any floating interest rates and/or yields included in any of the foregoing calculations shall be determined by Administrative Agent in light of the Take-Out Banks in consultation with Borrower, with original issue discount considered yield then prevailing market conditions for the purpose of this clause and determined in accordance with customary market convention for high yield comparable securities), (ii) the maturitiesin Administrative Agent in their reasonable discretion and after consultation with CMS Energy, shall determine whether the case of any Demand Securities issued pursuant to clause (II) above, the maturity thereof shall be not earlier than February 1, 2019 unless the Borrower so elects,2019, the non-call periodsperiod with respect thereto shall not be more than four yearsend on August 1, 2015 and the redemption price at the expiration of such non-call period shall be par plus 50% of the coupon, declining to par plus 25% of the coupon on August 1, 2016 and further declining to par on August 1, 2017 and and (iii) such Demand Securities shall be issued at a price to the Borrower equal to or greater than 98% of the principal amount of such Demand Securities (exclusive of any underwriting fees)), the Borrower will accept such Securities Demand and cause the Borrower to issue the Demand Securities, it being understood and agreed that (A) the applicable Take-Out Bank(s) and the Borrower shall mutually determine whether such Demand Securities will be issued through a registered public offering or a private placement with customary registration rights, placement; (Biii) any such issuance shall the Securities will be issued pursuant to an indenture or indentures, which shall contain such terms, conditions, and related documents all in form consistent with the Applicable Bond Standard with such modifications covenants as are consistent typical and customary for similar financings and are reasonably satisfactory in all respects to the Administrative Agent; and (iv) all other arrangements with respect to the provisions of this Section 6.16 or otherwise mutually determined by Securities shall be reasonably satisfactory in all respects to the participating Take-Out Bank(s) and the Borrower Administrative Agent in light of the then prevailing market conditions, (C) no Demand Securities will be required to be issued prior to the Closing Date, (D) the guarantee and any collateral structure shall be no more restrictive than that provided under the Applicable Bond Standard and (E) such Securities Demand shall only be permitted after completion of a customary roadshow (or after Borrower has been provided an opportunity to have such a roadshow) and if a majority in aggregate principal amount of the Demand Securities is to be sold or immediately resold to bona fide investors that are neither a Take-Out Bank, nor investors affiliated with the Take-Out Bank (other than asset management affiliates purchasing the Demand Securities in the ordinary course of their business as part of a regular distribution of the Demand Securities (“Asset Management Affiliates”)). (b) As long as any Demand Securities are held by any Take-Out Bank or any affiliate of a Take-Out Bank (other than asset management affiliates purchasing the Demand Securities in the ordinary course of business and excluding Demand Securities acquired pursuant to bona fide open market purchases from third parties or market making activities), the Demand Securities held by such Take-Out Bank and its affiliates shall be optionally redeemable at any time by the Borrower at 100% of the principal amount thereof, plus accrued and unpaid interest. (c) The Borrower will use commercially reasonable efforts to, within 20 days of receipt of a Securities Demand (but in no event earlier than the 60th day after the Closing Date), do the following: (1) provide as many copies as reasonably requested to the Take-Out Banks of a customary prospectus or offering memorandum, as applicable ( the “Offering Document”) for such Demand Securities which shall include or incorporate by reference information regarding the Borrower and its subsidiaries of the type customarily included in public offerings or private placements under Rule 144A of the Securities Act, as applicable, including financial statements, pro forma financial statements, business and other financial data of the type required in a registered offering by Regulation S-X and Regulation S-K under the Securities Act (in the case of a private placement, other than Rule 3-16 of Regulation S-X and subject to exceptions customary for private placements pursuant to Rule 144A promulgated under the Securities Act) or that would be necessary for the Takeout Banks to receive customary (for high yield debt securities) “comfort” (including “negative assurance” comfort) from independent accountants in connection with the offering of the Demand Securities (all such information so furnished being the “Cooperation Information”), and in the case of the annual financial statements, the auditors’ reports thereon; (2) In the case of a registered offering of Demand Securities, prepare a registration statement under the Securities Act with respect to such Demand Securities, including a registration statement covering market making activities of the Take-Out Banks to the extent necessary and in the case of any private placement of Demand Securities, prepare an exchange offer or shelf registration statement (each a “Registration Statement”) and if such Registration Statement is filed, the Borrower agrees to use commercially reasonable efforts to cause such Registration Statement to become effective as soon as practicable thereafter; (3) Assist the Take-Out Banks in a timely completion of the offering of the Demand Securities, upon the Take-Out Bank’s reasonable request, to make Borrower’s and its Subsidiaries’ senior officers and representatives available to the Take-Out Banks in connection with the offering of the Demand Securities, including making them available to assist in the preparation of one or more offering documents (including assistance in obtaining industry data) or ratings agency presentations, to participate in due diligence sessions, rating agency presentations and to participate in one or more roadshows to market the Demand Securities; (4) notify the Take-Out Banks promptly of all developments materially affecting it, the Target or the Demand Securities or the accuracy of the Cooperation Information. The Borrower agrees to update the Cooperation Information and the offering document at the reasonable request of the Take-Out Banks to facilitate a Take-Out Financing. The Borrower acknowledges that the Take-Out Banks may rely, without independent verification, upon the accuracy and completeness of the Cooperation Information and the Offering Document and that the Take-Out Banks do not assume responsibility therefor. (d) The Take-Out Banks may at any time require the Borrower (or, if reasonably so specified by the Take-Out Banks, an affiliate of the Borrower) to execute a purchase agreement providing for the issuance of the Permanent Securities contemplated hereby substantially in the form of the Applicable Bond Standard, modified as appropriate to reflect the terms of the transactions contemplated thereby and providing for the delivery of an indenture and a registration rights agreement substantially in the form of the indenture and registration rights agreements related to the Applicable Bond Standard, modified as appropriate to reflect the terms of the transactions contemplated thereby. (e) It is understood and agreed that the failure to issue any Demand Securities pursuant to a Securities Demand in accordance with the provisions hereof will constitute a “Demand Failure Event” and that, upon the occurrence of a Demand Failure Event, (a) the interest rate on the Loans shall automatically increase to the Total Cap as provided in Section 2.08(a)(i) hereof, (b) the Loans will immediately and automatically be subject to the call protection of the Exchange Notes as provided in Section 2.05(a)(ii) hereof, (c) the Bridge Conversion Fee (as defined in the Fee Letter) shall become immediately due and payable, and (d) no consent of the Borrower shall be required for the assignment of Loans as provided in Section 10.06(b)(iii)(A) hereof. (f) For the avoidance of doubt, (i) the Take-Out Banks may reoffer the Demand Securities to investors at any price below or above the proceeds to the issuer and (ii) any adverse tax consequences shall not be a basis for the failure to comply with the covenant herein.

Securities Demand. (a) If Upon written notice (such notice, a “Securities Demand”) by either of the Joint Bookrunners (such Person, the “Controlling Person”) at any time and from time to time (but not on no more than three timesoccasions) from (it being understood and after agreed that any Securities Demand that results in a Demand Failure shall not be included in such limitation), beginning upon the earlier of (i) five Business Days prior to the Closing Date and (ii) five Business Days prior to the six (6) month anniversary of the Effective Date and prior to the Initial Maturity Datefirst anniversary of the Closing Date (which notice may be provided on such date) so long as any Commitments are outstanding or any Loans are outstanding, one you will cause the Borrower to issue and sell, to the Investment Banks or more Take-Out Banks make a proposal and the Initial Lenders holding or their respective affiliates, the New Second Lien Notes or Permanent Securities in a majority of the minimum aggregate principal amount of outstanding Initial Loan Commitments or Initial Loans, as applicable, provide a notice $100.0 million (a “Securities Demand”) to Borrower for the offering of Permanent Securities, then at the option of the Borrower, such Permanent Securities shall be (I) in the form of Additional Notes (as defined in the Senior Secured Notes Indenture as in effect on the Effective Date) under the Senior Secured Notes Indenture (provided that in order for the Borrower to elect the issuance of such Additional Notes, the Borrower must agree to enter into a registration rights agreement in form and substance substantially similar to the registration rights agreement applicable to the Senior Secured Notes providing for the issuance of exchange notes that are fungible with the Senior Secured Notes following the completion of an exchange offer) or (II) on terms and conditions, including ranking (including, without limitation, collateral), interest rates, yields and redemption prices, as are necessary or appropriate in light of the prevailing market conditions, all as reasonably determined by such Take-Out Bank(s), in consultation with the Borrower, and consistent with the Applicable Bond Standard (such securities issued pursuant to clause (I) or (II) above, “Demand Securities,” and such offering of Demand Securitieseach, a “Take-Out out Financing”); provided that in case of any Securities Demand for Take-out Financing to be issued prior to the Closing Date, such Securities Demand shall also be subject to terms of clause (g) below. (b) The Take-out Financing shall have such form, term, yield, guarantees, covenants, call protection, default provisions and other terms as are customary for securities of the type issued and may be issued in one or more tranches, and in the form of notes as determined by the Controlling Person in its reasonable judgment after giving due regard to the Applicable Bond Standard; provided that (i) the aggregate interest rate for any Take-out Financing shall be reasonably determined by the Investment Bank in light of then-prevailing market conditions for comparable high yield debt securities in consultation with you, provided further that (x) the weighted average total per annum yield thereof (together with (A) payable by Borrower and/or issuer applicable to the Loans and/or Commitments and any Take-out Financing issued to replace or refinance all Loans, if any, outstanding after or a portion of the issuance of such Demand Securities and (B) all other Demand Securities issued prior to such time) Loans or Commitments at any time shall not exceed the Second Lien Bridge Total Cap and (y) the total effective yield payable by the Borrower and/or issuer (including any original issue discount, but excluding any underwriting or initial purchase discounts or fees) applicable to any individual tranche of Take-out Financing at any time shall not exceed a rate per annum equal to the Second Lien Bridge Total Cap plus 150 basis points (it being understood understood, in each case, that any floating interest rates and/or yields and/or original issue discount included in any of the foregoing calculations shall be determined by using a methodology reasonably satisfactory to the Take-Out Banks in consultation with Borrower, with original issue discount considered yield for the purpose of this clause and determined in accordance with customary market convention for high yield securitiesInvestment Bank), (ii) the maturitiesin the case final scheduled maturity of any Demand Securities issued pursuant to clause (II) above, the maturity thereof shall be not earlier than February 1, 2019 unless the Borrower so elects,2019, the nonTake-call periodsperiod with respect thereto out Financing shall not be more earlier than four yearsend on August 1the seventh anniversary of the Closing Date, 2015 (iii) the make-whole period will be three years from the issue date and the redemption price call premium at the expiration end of such nonthe make-call whole period shall not be par plus greater than 75% of the coupon during the fourth year after the issue date of the Take-out Financing and shall decline to 50% of the couponcoupon during the fifth year after the issue date of the Take-out Financing, declining to par plus 25% of the coupon on August 1, 2016 during the sixth year after the issue date of the Take-out Financing and further declining then to par on August 1, 2017 and and zero thereafter; (iiiiv) such Demand Securities shall be issued at a the issue price to the Borrower equal issuer (before giving effect to the underwriting or greater initial purchasers discounts or fees payable to the Investment Bank) of any Take-out Financing shall not be less than 9897% of the principal amount of such Demand Securities amount; (exclusive of any underwriting fees)), the Borrower will accept such Securities Demand and cause the Borrower to issue the Demand Securities, it being understood and agreed that (Av) the applicable Take-Out Bank(s) and the Borrower shall mutually determine whether such Demand Securities will be issued through a registered public offering or a private placement with customary registration rights, (B) any such issuance shall be pursuant to an indenture and related documents all in form equity claw provision consistent with the Applicable Bond Standard with such modifications as are consistent with the provisions of this Section 6.16 or otherwise mutually determined by the participating Take-Out Bank(s) and the Borrower in light of then prevailing market conditions, (C) no Demand Securities will be required to be issued prior to the Closing Date, (Dvi) the guarantee and any collateral structure shall be no more restrictive than that provided under consistent with the Applicable Bond Standard and (E) such Securities Demand shall only be permitted after completion Standard. For the avoidance of a customary roadshow (or after Borrower has been provided an opportunity to have such a roadshow) and if a majority in aggregate principal amount of doubt, the Demand Securities is to be sold or immediately resold to bona fide investors that are neither a Take-Out Bank, nor investors affiliated with Investment Banks may reoffer the Take-Out Bank (other than asset management affiliates purchasing out Financing to investors at any price below or above the Demand Securities in proceeds to the ordinary course of their business as part of a regular distribution of Borrower and/or issuer. It is agreed that the Demand Securities (“Asset Management Affiliates”)). (b) As long as any Demand Securities are held yield payable by the Borrower on any Take-Out Bank or out Financing shall not include (x) any affiliate of a Take-Out Bank (other than asset management affiliates purchasing original issue discount arising from below par resales by the Demand Securities in the ordinary course of business and excluding Demand Securities acquired pursuant to bona fide open market purchases from third parties or market making activities)Joint Bookrunners, the Demand Securities held by such TakeJoint Additional Bookrunners or the Co-Out Bank and its affiliates shall be optionally redeemable at Arrangers or (y) the tax impact of any time by the Borrower at 100% “cancellation of the principal amount thereof, plus accrued and unpaid interestindebtedness.” (c) The Borrower will use commercially reasonable best efforts to, within 20 days 5 Business Days of receipt of written notice of a Securities Demand (but in no event earlier than the 60th day if after the Closing Date, 10 Business Days), do the following: (1i) provide as many copies as reasonably requested to the Take-Out Investment Banks of a customary prospectus or offering memorandum, as applicable ( an Offering Document for the “Offering Document”) for such Demand Securities which shall include or incorporate by reference information regarding the Borrower offer and its subsidiaries sale of the type customarily included in public offerings or private placements under Permanent Securities pursuant to Rule 144A of the Securities Act, as applicable, including financial statements, pro forma financial statements, business rules and other financial data of the type required in a registered offering by Regulation S-X and Regulation S-K regulations under the Securities Act (in the case containing such disclosures as are customary and appropriate for offerings of a private placement, other than Rule 3-16 of Regulation S-X and subject to exceptions customary for private placements securities pursuant to Rule 144A promulgated under 144A, including the Securities Act) or that would be necessary for the Takeout Banks to receive customary (for high yield debt securities) “comfort” (including “negative assurance” comfort) from independent accountants in connection with the offering of the Demand Securities (all such information so furnished being the “Cooperation Information”), and in the case of the annual financial statements, the auditors’ reports thereon; (2ii) In the case of a registered offering of Demand Securities, prepare a registration statement under the Securities Act with respect to such Demand Securities, including a registration statement covering market making activities of the Take-Out Banks to the extent necessary and in the case of any private placement of Demand Securities, prepare an exchange offer or shelf registration statement (each a “Registration Statement”) and if such Registration Statement is filed, the Borrower agrees to use commercially reasonable efforts to cause such Registration Statement to become effective as soon as practicable thereafter; (3) Assist the Take-Out Banks in a timely completion of the offering of the Demand Securities, upon the Take-Out Bank’s reasonable request, to make Borrower’s and its Subsidiaries’ senior officers and representatives available to the Take-Out Banks in connection with the offering of the Demand Securities, including making them available to shall assist in the preparation of one or more offering documents (including assistance in obtaining industry data) or ratings agency presentations, to participate in due diligence sessionsof, rating agency presentations and to participate “road show” materials consistent with the information contained in one the Offering Document which the Joint Bookrunners or the Joint Additional Bookrunners may reasonably request in connection with the Take-out Financing; and (iii) make the senior management and advisors of the Borrower (and the Target, if applicable) and certain of the Investors’ investment professionals available for due diligence, rating agency presentations and a “road show” meetings with potential investors for the New Second Lien Notes or Permanent Securities on no more roadshows than three occasions as reasonably requested by the Investment Banks in their judgment to market the Demand New Second Lien Notes or Permanent Securities; (4) notify the Take-Out Banks promptly of all developments materially affecting it, the Target or the Demand Securities or the accuracy of the Cooperation Information. The Borrower agrees to update the Cooperation Information and the offering document at the reasonable request of the Take-Out Banks to facilitate a Take-Out Financing. The Borrower acknowledges that the Take-Out Banks may rely, without independent verification, upon the accuracy and completeness of the Cooperation Information and the Offering Document and that the Take-Out Banks do not assume responsibility therefor. (d) The Take-Out Investment Banks may at any time upon reasonable advance notice to the Borrower require the Borrower (or, if reasonably so specified by the Take-Out Investment Banks, an affiliate of the Borrower) to execute a purchase agreement providing for the issuance of the Permanent Securities contemplated hereby substantially in the form of the Applicable Bond Standard, modified as appropriate to reflect the terms of the transactions contemplated thereby and providing for the delivery of an indenture and a registration rights agreement substantially in the form of the indenture and registration rights agreements related to the Applicable Bond Standard, modified as appropriate to reflect the terms of the transactions contemplated therebyPurchase Agreement. (e) It is understood and agreed that Without limiting the failure to issue any Demand Securities pursuant to generality of the foregoing, the Joint Bookrunners may make such a Securities Demand for the issuance of Permanent Securities to the Lenders to replace any Commitments or refinance this Facility on the Closing Date and to be resold by them at any time thereafter in accordance with the provisions hereof will constitute of this Section 5.15; provided that any such Securities Demand contemplating the resale of Permanent Securities shall include such customary information regarding the selling Lenders as may be required to be included in the Offering Document or a supplement thereto. (f) Notwithstanding anything to the contrary contained herein, in the event of your failure to comply with the terms this Section (a “Demand Failure Event” and that, upon the occurrence of a Demand Failure EventFailure”), (aw) the interest rate on with respect to the Loans shall automatically increase to the Second Lien Bridge Total Cap as provided in Section 2.08(a)(i) hereofimmediately and automatically, (bx) the Loans will Loan shall be immediately and automatically be subject to the call protection in the Applicable Bond Standard (other than with respect to any prepayment of Loans held by the Initial Lenders or their Affiliates, but excluding Loans held by bona fide asset management affiliates of the Exchange Notes as provided in Section 2.05(a)(ii) hereofforegoing), (cy) the Bridge Conversion Fee (as defined in the Fee Letter) Rollover Fee, if not previously paid, shall become immediately due and payablepayable (and no future fee credit shall be available), calculated based on the principal amount of the Loans outstanding on the date of such Demand Failure or the principal amount of Commitments outstanding on the date of such Demand Failure (which, if such date is the Closing Date, will be the principal amount of Loans funded on the Closing Date) and (dz) no consent any restrictions on transfer of the Borrower Loans or Exchange Notes shall be required for the assignment of Loans as provided in Section 10.06(b)(iii)(A) hereof. (f) deemed waived. For the avoidance of doubt, (i) the Take-Out Banks may reoffer the a Demand Securities to investors at any price below or above the proceeds to the issuer Failure shall not, in and (ii) any adverse tax consequences shall not be of itself, constitute a basis for the failure to comply with the covenant hereinDefault hereunder.

Securities Demand. (aA) If Upon request (a "Request") from any Take- Out Bank made at any time after the earlier of (x) the date on which the Enertel Acquisition has been consummated and (y) the Commitment Expiry Date, the Parent and the Company shall take all reasonable actions necessary or desirable, to the extent within its power, so that the Take-Out Bank can, as soon as practicable after such Request, privately place or publicly distribute the Take-Out Securities (the "Initial Request Date"). Upon notice by the Take-Out Bank (a "Take-Out Securities Notice"), at any time and from time to time (but not more than three times) from and after the Closing Date and prior to following the Initial Maturity Request Date, one or more the Parent will issue and sell Take-Out Banks make a proposal Securities upon such terms and the Initial Lenders holding a majority of the aggregate principal amount of outstanding Initial Loan Commitments or Initial Loans, conditions as applicable, provide a notice (a “Securities Demand”) to Borrower for the offering of Permanent Securities, then at the option of the Borrower, such Permanent Securities shall be (I) specified in the form of Additional Notes (as defined in the Senior Secured Notes Indenture as in effect on the Effective Date) under the Senior Secured Notes Indenture (provided that in order for the Borrower to elect the issuance of such Additional Notes, the Borrower must agree to enter into a registration rights agreement in form and substance substantially similar to the registration rights agreement applicable to the Senior Secured Notes providing for the issuance of exchange notes that are fungible with the Senior Secured Notes following the completion of an exchange offer) or (II) on terms and conditions, including ranking (including, without limitation, collateral), interest rates, yields and redemption prices, as are necessary or appropriate in light of the prevailing market conditions, all as reasonably determined by such Take-Out Bank(s), in consultation with the Borrower, and consistent with the Applicable Bond Standard (such Securities Notice. "Take-Out Securities" shall mean debt securities issued pursuant to clause (I) or (II) above, “Demand Securities,” and such offering of Demand Securities, a “Take-Out Financing”) (provided that private placement on the following terms: (i) the aggregate weighted average yield thereof (together with (A) all Loans, if any, outstanding after the issuance of such Demand Securities and (B) all other Demand Securities issued prior to such time) shall not exceed the Total Cap (it being understood that any floating fixed interest rates and/or or yields included in any of the foregoing calculations which shall be determined by the Take-Out Banks in consultation with Borrowerbased on a spread above the LIBO Rate, with original issue discount considered yield for the purpose of this clause and as determined in accordance with customary market convention for high yield securities), (ii) the maturitiesin the case of any Demand Securities issued pursuant to clause (II) above, the maturity thereof shall be not earlier than February 1, 2019 unless the Borrower so elects,2019, the non-call periodsperiod with respect thereto shall not be more than four yearsend on August 1, 2015 and the redemption price at the expiration of such non-call period shall be par plus 50% of the coupon, declining to par plus 25% of the coupon on August 1, 2016 and further declining to par on August 1, 2017 and and (iii) such Demand Securities shall be issued at a price to the Borrower equal to or greater than 98% of the principal amount of such Demand Securities (exclusive of any underwriting fees)), the Borrower will accept such Securities Demand and cause the Borrower to issue the Demand Securities, it being understood and agreed that (A) the applicable Take-Out Bank(s) and the Borrower shall mutually determine whether such Demand Securities will be issued through a registered public offering or a private placement with customary registration rights, (B) any such issuance shall be pursuant to an indenture and related documents all in form consistent with the Applicable Bond Standard with such modifications as are consistent with the provisions of this Section 6.16 or otherwise mutually determined by the participating Take-Out Bank(s) and the Borrower in light of then prevailing market conditions, provided that the effective yield thereon shall not exceed a rate equal to (CA) no Demand 16% if such Take- Out Securities will be required to be are issued prior to the date which is nine-months after the Closing Date, (D) the guarantee and any collateral structure shall be no more restrictive than that provided under the Applicable Bond Standard Date and (EB) 18% if such Take-Out Securities Demand shall only be permitted after completion are issued thereafter, plus, in either case, Warrants exercisable for ten years from the issuance thereof at a price of a customary roadshow $.01 per share for up to 15% (or after Borrower has been provided an opportunity to have such a roadshow) and if a majority in aggregate principal less the amount of the Demand Securities is Warrants issued pursuant to be sold or immediately resold to bona fide investors that are neither the Warrant Agreement) of the common stock of the Parent, calculated on a Take-Out Bank, nor investors affiliated with fully diluted basis taking into effect the exercise thereof; (ii) the Take-Out Bank Securities will contain such other terms, conditions and covenants (other than asset management affiliates purchasing including the Demand Securities in the ordinary course of their business as part of a regular distribution terms and conditions of the Demand Securities (“Asset Management Affiliates”)). (b) As long as any Demand Securities are held by any issuance and sale of the Take-Out Bank or any affiliate of a TakeSecurities) as are customary for similar high-Out Bank (other than asset management affiliates purchasing the Demand Securities yield financings and as are satisfactory in the ordinary course of business and excluding Demand Securities acquired pursuant to bona fide open market purchases from third parties or market making activities), the Demand Securities held by such Take-Out Bank and its affiliates shall be optionally redeemable at any time by the Borrower at 100% of the principal amount thereof, plus accrued and unpaid interest. (c) The Borrower will use commercially reasonable efforts to, within 20 days of receipt of a Securities Demand (but in no event earlier than the 60th day after the Closing Date), do the following: (1) provide as many copies as reasonably requested all respects to the Take-Out Banks of Banks; (iii) such debt securities shall have a customary prospectus or offering memorandum, as applicable ( final maturity not earlier than the “Offering Document”) for such Demand Securities which shall include or incorporate by reference information regarding the Borrower and its subsidiaries eighth anniversary after consummation of the type customarily included in public offerings or private placements under Rule 144A Enertel Acquisition; (iv) such debt securities shall constitute general unsecured obligations of the Securities Act, as applicable, including financial statements, pro forma financial statements, business Parent; and (v) all other financial data of the type required in a registered offering by Regulation S-X and Regulation S-K under the Securities Act (in the case of a private placement, other than Rule 3-16 of Regulation S-X and subject to exceptions customary for private placements pursuant to Rule 144A promulgated under the Securities Act) or that would be necessary for the Takeout Banks to receive customary (for high yield debt securities) “comfort” (including “negative assurance” comfort) from independent accountants in connection with the offering of the Demand Securities (all such information so furnished being the “Cooperation Information”), and in the case of the annual financial statements, the auditors’ reports thereon; (2) In the case of a registered offering of Demand Securities, prepare a registration statement under the Securities Act arrangements with respect to such Demand Securities, including a registration statement covering market making activities of the Take-Out Banks to the extent necessary and securities shall be reasonably satisfactory in the case of any private placement of Demand Securities, prepare an exchange offer or shelf registration statement (each a “Registration Statement”) and if such Registration Statement is filed, the Borrower agrees to use commercially reasonable efforts to cause such Registration Statement to become effective as soon as practicable thereafter; (3) Assist the Take-Out Banks in a timely completion of the offering of the Demand Securities, upon the Take-Out Bank’s reasonable request, to make Borrower’s and its Subsidiaries’ senior officers and representatives available all respects to the Take-Out Banks in connection with the offering light of the Demand Securitiesthen prevailing market conditions. In the event that, including making them available to assist in the preparation of one or more offering documents (including assistance in obtaining industry data) or ratings agency presentations, to participate in due diligence sessions, rating agency presentations and to participate in one or more roadshows to market the Demand Securities; (4) notify the Take-Out Banks promptly of all developments materially affecting it, the Target or the Demand Securities or the accuracy of the Cooperation Information. The Borrower agrees to update the Cooperation Information and the offering document at the reasonable request of the Take-Out Banks to facilitate a Take-Out Financing. The Borrower acknowledges that the Take-Out Banks may rely, without independent verification, upon the accuracy and completeness of the Cooperation Information and the Offering Document and that the Take-Out Banks do not assume responsibility therefor. (d) The Take-Out Banks may at any time require the Borrower (or, if reasonably so specified by the Take-Out Banks, an affiliate of the Borrower) prior to execute a purchase agreement providing for the issuance of the Permanent Securities contemplated hereby substantially in Take- Out Securities, the form Term Loan or the Parent's other unsecured senior secured long-term debt obligations (which obligations do not have the benefit of any credit support by any Person other than the Applicable Bond StandardParent, modified as appropriate to reflect the terms Company or any of the transactions contemplated thereby their Subsidiaries), have not received a rating of higher than CCC+ by S&P and providing for the delivery of an indenture and a registration rights agreement substantially in the form of the indenture and registration rights agreements related to the Applicable Bond StandardCaa by Xxxxx'x, modified as appropriate to reflect the terms of the transactions contemplated thereby. (e) It is understood and agreed that the failure to issue any Demand Securities pursuant to a Securities Demand in accordance with the provisions hereof will constitute a “Demand Failure Event” and that, upon the occurrence of a Demand Failure Event, (a) then the interest rate on the Loans shall automatically increase to the Total Cap as provided set forth in Section 2.08(a)(i) hereof, (b) the Loans will immediately and automatically be subject to the call protection of the Exchange Notes as provided in Section 2.05(a)(ii) hereof, (c) the Bridge Conversion Fee (as defined in the Fee Letter) shall become immediately due and payable, and (d) no consent of the Borrower shall be required for the assignment of Loans as provided in Section 10.06(b)(iii)(A) hereof. (f) For the avoidance of doubt, subclause (i) above for the Take- Out Securities shall be increased by 1.50%. If the Parent or the Company receives offers to purchase Take-Out Banks may reoffer Securities on the Demand terms set forth in this Section 2.15, the Parent and the Company agree that such terms shall be acceptable, acknowledge that the Parent and the Company are required to issue such Take-Out Securities and agree to investors at any price below or above use the proceeds to the issuer and (ii) any adverse tax consequences shall not be a basis therefrom for the failure to comply with repayment of the covenant hereinTerm Loan.

Securities Demand. (a) As soon as reasonably practicable after the Funding Date, the Company will commence preparation of a preliminary offering document relating to the Take-out Notes (the “Offering Document”). If at any time and from time to time (but not more than three four times) from and on or after the Closing date that is 120 days after the Funding Date and prior to the Initial Maturity date that is 364 days after the Funding Date, one or more Take-Out Banks the Arrangers make a proposal and for the Initial Lenders holding a majority Borrower to issue debt securities of the aggregate principal amount of outstanding Initial Loan Commitments or Initial LoansBorrower (the “Take-out Notes” and such proposal, as applicable, provide a notice (a “Securities Demand”) to the Company, after (x) the Borrower has had a reasonable opportunity to participate in a customary “roadshow” (unless the Company and the Arrangers jointly determine that conducting a “roadshow” would be commercially futile) and (y) preparation of a customary offering document for the offering of Permanent Securities, then at the option of the Borrower, such Permanent Securities shall be (I) in the form of Additional Take-out Notes (as defined in the Senior Secured Notes Indenture as in effect on the Effective Date) under the Senior Secured Notes Indenture terms and conditions hereinafter provided in this Section (provided that in order for the Borrower to elect the issuance of such Additional Notesan “Offering”), the Borrower must agree will accept such proposal. It is understood and agreed that with respect to enter into a registration rights agreement in form and substance substantially similar to the registration rights agreement applicable to the Senior Secured Notes providing for the issuance of exchange notes that are fungible with the Senior Secured Notes following the completion of an exchange offer) or (II) on terms and conditions, including ranking (including, without limitation, collateral), interest rates, yields and redemption prices, as are necessary or appropriate in light of the prevailing market conditions, all as reasonably determined by such any Take-Out Bank(s), in consultation with the Borrower, and consistent with the Applicable Bond Standard (such securities out Notes issued pursuant to clause (I) or (II) above, “Demand Securities,” and such offering of Demand Securities, a “Take-Out Financing”) (provided that this Section: (i) the aggregate amount of proceeds from such Take-out Notes shall not exceed an amount sufficient to repay all the then outstanding principal and other amounts under this Agreement; (ii) the guarantors and guarantee structure for such Take-out Notes shall be the same as provided under this Agreement, provided that the guarantor release provisions shall be consistent with the guarantor release provisions in the Senior Notes Indenture (except that the guarantor release provisions in such Take-out Notes may exclude the Acquired Company from the release provision analogous to Section 10.09(b)(ii)); (iii) the interest rate of such Take-out Notes shall be reasonably determined by the Arrangers in consultation with the Company in light of the then prevailing market conditions for comparable unsecured non-investment grade debt securities and the financial condition and prospects of the Company, but in no event shall (A) the aggregate weighted average total effective yield thereof (excluding, for avoidance of doubt, fees or discounts paid to the Investment Banks but including in any event the effect of issuance with original issue discount) of all Take-out Notes issued pursuant to this Section 5.09 (together with (A) all Loans, if any, Loans outstanding after giving effect to the issuance of such Demand Securities Take-out Notes and the use of proceeds thereof) (Band assuming for the purposes of this clause (iii) all other Demand Securities issued prior to that the yield on such timeLoans equals the Total Cap) shall not exceed the Total Cap (it being understood that any floating interest rates and/or yields included in any of the foregoing calculations shall be determined by the Take-Out Banks in consultation with Borrower, with original issue discount considered yield converted to a fixed rate swap equivalent for the purpose term of this clause and determined such floating rate securities in accordance with customary market convention for high yield securities), (iiconvention) the maturitiesin the case of any Demand Securities issued pursuant to clause (II) above, the maturity thereof shall be not earlier than February 1, 2019 unless the Borrower so elects,2019, the non-call periodsperiod with respect thereto shall not be more than four yearsend on August 1, 2015 and the redemption price at the expiration of such non-call period shall be par plus 50% of the coupon, declining to par plus 25% of the coupon on August 1, 2016 and further declining to par on August 1, 2017 and and (iiiB) such Demand Securities shall be issued at a Take-out Notes have an issue price to the Borrower equal (before giving effect to underwriting or greater initial purchaser discounts or fees payable to the Investment Banks) less than 98% of the aggregate principal amount thereof; (iv) the maturities of up to $400,000,000 aggregate principal amount of such Demand Securities (exclusive of any underwriting fees)), the Borrower will accept such Securities Demand and cause the Borrower to issue the Demand Securities, it being understood and agreed that (A) the applicable Take-Out Bank(sout Notes may be less than five years after the date of issuance thereof (but in no event shall be less than three years after the date of issuance thereof) and the Borrower maturities of all other such Take-out Notes shall mutually determine whether be between five years and 10 years after the date of issuance thereof; (v) such Demand Securities will Take-out Notes shall be issued through a registered public on an unsecured basis; (vi) each offering or a private placement with customary registration rights, (B) any such issuance of Take-out Notes shall be pursuant to an indenture and related documents all in form consistent with the Applicable Bond Standard with such modifications as are consistent with the provisions of this Section 6.16 or otherwise mutually determined by the participating Take-Out Bank(s) and the Borrower in light of then prevailing market conditions, (C) no Demand Securities will be required to be issued prior to the Closing Date, (D) the guarantee and any collateral structure shall be no more restrictive than that provided under the Applicable Bond Standard and (E) such Securities Demand shall only be permitted after completion respect of a customary roadshow (or after Borrower has been provided an opportunity to have such a roadshow) and if a majority minimum of $400,000,000 in aggregate principal amount issued (or, if less, the then outstanding principal amount of the Demand Securities is Loans); (vii) all other terms (including ranking), conditions, covenants, remedies, registration rights and other provisions of such Take-out Notes or otherwise applicable to the Offering, to the extent not otherwise specified in this Section 5.09(a), shall be as the Investment Banks in their sole judgment determine to be sold or immediately resold appropriate in light of the then prevailing circumstances and market conditions for comparable unsecured non-investment grade debt securities and the financial condition and prospects of the Company, but in any event at least as favorable to bona fide investors the Company as those contained in this Agreement (except that are neither the Change of Control provision may be changed to a single trigger by eliminating the Rating Decline requirement); (viii) such Take-Out Bankout Notes shall be issued or incurred pursuant to one or more customary agreements for non-investment grade debt securities, nor investors affiliated with which shall contain such terms as are typical and customary for similar financings, and as are reasonably satisfactory in all respects to the Investment Banks; and (ix) at the option of the Arrangers, the Company shall cause an entity organized under the laws of the United States or any state thereof to be a co-issuer of the Take-Out Bank (other than asset management affiliates purchasing the Demand Securities in the ordinary course of their business as part of a regular distribution of the Demand Securities (“Asset Management Affiliates”))out Notes. (b) As long as In connection with any Demand Securities are held by any Take-Out Bank or any affiliate of a Take-Out Bank (other than asset management affiliates purchasing the Demand Securities in the ordinary course of business and excluding Demand Securities acquired pursuant to bona fide open market purchases from third parties or market making activities)Demand, the Demand Securities held by such Take-Out Bank and its affiliates Company agrees that (i) the Offering Document shall be optionally redeemable at any time by the Borrower at 100% include a customary discussion of the principal amount thereofCompany (and/or its subsidiaries) section, plus accrued and unpaid interest. (c) The Borrower will use commercially reasonable efforts to, within 20 days of receipt of a Securities Demand (but in no event earlier than the 60th day after the Closing Date), do the following: (1) provide as many copies as reasonably requested to the Take-Out Banks of a customary prospectus or offering memorandum, as applicable ( the “Offering Document”) for such Demand Securities which shall include or incorporate by reference information regarding the Borrower and its subsidiaries of the type customarily financial statements referred to in Section 4.02(d) as would be required to be included in public offerings or private placements under Rule 144A of the Securities Act, as applicable, including financial statements, such Offering Document and such other pro forma financial statements, business statements and other financial data of the type required and form as would be customarily included in a registered preliminary offering by Regulation Sdocument for non-X investment grade debt securities and Regulation S(ii) the investment banks engaged to sell the Take-K under out Notes (the Securities Act (in “Investment Banks”) shall receive prior to the case start of a private placementany roadshow described above, other than Rule 3-16 drafts of Regulation S-X and subject to exceptions customary for private placements pursuant to Rule 144A promulgated under the Securities Act) or that would be necessary for the Takeout Banks to receive customary (for high yield debt securities) “comfort” letters (including “negative assurance” comfort) from that independent accountants of the Company would be prepared to deliver upon completion of customary procedures in connection with the offering of the Demand Securities (all such information so furnished being the “Cooperation Information”), and in the case of the annual financial statements, the auditors’ reports thereon; (2) In the case of a registered offering of Demand Securities, prepare a registration statement under the Securities Act with respect to such Demand Securities, including a registration statement covering market making activities of the Take-Out Banks out Notes. In addition, to assist the extent necessary and in the case of any private placement of Demand Securities, prepare an exchange offer or shelf registration statement (each a “Registration Statement”) and if such Registration Statement is filed, the Borrower agrees to use commercially reasonable efforts to cause such Registration Statement to become effective as soon as practicable thereafter; (3) Assist the Take-Out Investment Banks in a timely completion of the offering of the Demand SecuritiesTake-out Notes, the Company shall, upon the Take-Out Bank’s Investment Banks’ reasonable request, to make Borrowerthe Company’s and its Subsidiaries’ senior officers and representatives available to the Take-Out Investment Banks in connection with the offering of the Demand SecuritiesTake-out Notes, including making them available to assist in the preparation of one or more offering documents (including assistance in obtaining industry data) or ratings agency presentations), to participate in due diligence sessions, rating agency presentations sessions and to participate in one or more roadshows “roadshows” to market the Demand Securities; (4) notify the Take-Out Banks promptly of all developments materially affecting itout Notes, the Target or the Demand Securities or the accuracy of the Cooperation Information. The Borrower agrees in each case at times and locations to update the Cooperation Information and the offering document at the reasonable request of the Take-Out Banks to facilitate a Take-Out Financing. The Borrower acknowledges that the Take-Out Banks may rely, without independent verification, upon the accuracy and completeness of the Cooperation Information and the Offering Document and that the Take-Out Banks do not assume responsibility thereforbe mutually agreed. (dc) The Take-Out Banks may at any time require failure of the Company or the Borrower (or, if reasonably so specified by to comply with its obligations under this Section 5.09 for five Business Days after notice of such failure from the Take-Out Banks, an affiliate Administrative Agent on behalf of the Borrower) to execute a purchase agreement providing for the issuance of the Permanent Securities contemplated hereby substantially in the form of the Applicable Bond Standard, modified as appropriate to reflect the terms of the transactions contemplated thereby and providing for the delivery of an indenture and a registration rights agreement substantially in the form of the indenture and registration rights agreements related to the Applicable Bond Standard, modified as appropriate to reflect the terms of the transactions contemplated thereby. (e) It is understood and agreed that the failure to issue any Demand Securities pursuant to a Securities Demand in accordance with the provisions hereof will Arrangers shall constitute a “Demand Failure Event” and that, upon the occurrence of a Demand Failure Event, (a) the interest rate on the Loans shall automatically increase to the Total Cap as provided in Section 2.08(a)(i) hereof, (b) the Loans will immediately and automatically be subject to the call protection of the Exchange Notes as provided in Section 2.05(a)(ii) hereof, (c) the Bridge Conversion Fee (as defined in the Fee Letter) shall become immediately due and payable, and (d) no consent of the Borrower shall be required for the assignment of Loans as provided in Section 10.06(b)(iii)(A) hereof”. (f) For the avoidance of doubt, (i) the Take-Out Banks may reoffer the Demand Securities to investors at any price below or above the proceeds to the issuer and (ii) any adverse tax consequences shall not be a basis for the failure to comply with the covenant herein.

Securities Demand. (a) If Upon written notice (such notice, a “Securities Demand”) by either of the Joint Bookrunners (such Person, the “Controlling Person”) at any time and from time to time (but not on no more than three timesoccasions) from (it being understood and after agreed that any Securities Demand that results in a Demand Failure shall not be included in such limitation), beginning upon the earlier of (i) five Business Days prior to the Closing Date and (ii) five Business Days prior to the six (6) month anniversary of the Effective Date and prior to the Initial Maturity Datefirst anniversary of the Closing Date (which notice may be provided on such date) so long as any Commitments are outstanding or any Loans are outstanding, one you will cause the Borrower to issue and sell, to the Investment Banks or more Take-Out Banks make a proposal and the Initial Lenders holding or their respective affiliates, the New Second Lien Notes or Permanent Securities in a majority of the minimum aggregate principal amount of outstanding Initial Loan Commitments or Initial Loans, as applicable, provide a notice $100.0 million (a “Securities Demand”) to Borrower for the offering of Permanent Securities, then at the option of the Borrower, such Permanent Securities shall be (I) in the form of Additional Notes (as defined in the Senior Secured Notes Indenture as in effect on the Effective Date) under the Senior Secured Notes Indenture (provided that in order for the Borrower to elect the issuance of such Additional Notes, the Borrower must agree to enter into a registration rights agreement in form and substance substantially similar to the registration rights agreement applicable to the Senior Secured Notes providing for the issuance of exchange notes that are fungible with the Senior Secured Notes following the completion of an exchange offer) or (II) on terms and conditions, including ranking (including, without limitation, collateral), interest rates, yields and redemption prices, as are necessary or appropriate in light of the prevailing market conditions, all as reasonably determined by such Take-Out Bank(s), in consultation with the Borrower, and consistent with the Applicable Bond Standard (such securities issued pursuant to clause (I) or (II) above, “Demand Securities,” and such offering of Demand Securitieseach, a “Take-Out out Financing”); provided that in case of any Securities Demand for Take-out Financing to be issued prior to the Closing Date, such Securities Demand shall also be subject to terms of clause (g) below. (b) The Take-out Financing shall have such form, term, yield, guarantees, covenants, call protection, default provisions and other terms as are customary for securities of the type issued and may be issued in one or more tranches, and in the form of notes as determined by the Controlling Person in its reasonable judgment after giving due regard to the Applicable Bond Standard; provided that (i) the aggregate interest rate for any Take-out Financing shall be reasonably determined by the Investment Bank in light of then-prevailing market conditions for comparable high yield debt securities in consultation with you, provided further that (x) the weighted average total per annum yield thereof (together with (A) payable by Borrower and/or issuer applicable to the Loans and/or Commitments and any Take-out Financing issued to replace or refinance all Loans, if any, outstanding after or a portion of the issuance of such Demand Securities and (B) all other Demand Securities issued prior to such time) Loans or Commitments at any time shall not exceed the Second Lien Bridge Total Cap and (y) the total effective yield payable by the Borrower and/or issuer (including any original issue discount, but excluding any underwriting or initial purchase discounts or fees) applicable to any individual tranche of Take-out Financing at any time shall not exceed a rate per annum equal to the Second Lien Bridge Total Cap plus 150 basis points (it being understood understood, in each case, that any floating interest rates and/or yields and/or original issue discount included in any of the foregoing calculations shall be determined by using a methodology reasonably satisfactory to the Take-Out Banks in consultation with Borrower, with original issue discount considered yield for the purpose of this clause and determined in accordance with customary market convention for high yield securitiesInvestment Bank), (ii) the maturitiesin the case final scheduled maturity of any Demand Securities issued pursuant to clause (II) above, the maturity thereof shall be not earlier than February 1, 2019 unless the Borrower so elects,2019, the nonTake-call periodsperiod with respect thereto out Financing shall not be more earlier than four yearsend on August 1the seventh anniversary of the Closing Date, 2015 (iii) the make-whole period will be three years from the issue date and the redemption price call premium at the expiration end of such nonthe make-call whole period shall not be par plus greater than 75% of the coupon during the fourth year after the issue date of the Take-out Financing and shall decline to 50% of the couponcoupon during the fifth year after the issue date of the Take-out Financing, declining to par plus 25% of the coupon on August 1, 2016 during the sixth year after the issue date of the Take-out Financing and further declining then to par on August 1, 2017 and and zero thereafter; (iiiiv) such Demand Securities shall be issued at a the issue price to the Borrower equal issuer (before giving effect to the underwriting or greater initial purchasers discounts or fees payable to the Investment Bank) of any Take-out Financing shall not be less than 9897% of the principal amount of such Demand Securities amount; (exclusive of any underwriting fees)), the Borrower will accept such Securities Demand and cause the Borrower to issue the Demand Securities, it being understood and agreed that (Av) the applicable Take-Out Bank(s) and the Borrower shall mutually determine whether such Demand Securities will be issued through a registered public offering or a private placement with customary registration rights, (B) any such issuance shall be pursuant to an indenture and related documents all in form equity claw provision consistent with the Applicable Bond Standard with such modifications as are consistent with the provisions of this Section 6.16 or otherwise mutually determined by the participating Take-Out Bank(s) and the Borrower in light of then prevailing market conditions, (C) no Demand Securities will be required to be issued prior to the Closing Date, (Dvi) the guarantee and any collateral structure shall be no more restrictive than that provided under consistent with the Applicable Bond Standard and (E) such Securities Demand shall only be permitted after completion Standard. For the avoidance of a customary roadshow (or after Borrower has been provided an opportunity to have such a roadshow) and if a majority in aggregate principal amount of doubt, the Demand Securities is to be sold or immediately resold to bona fide investors that are neither a Take-Out Bank, nor investors affiliated with Investment Banks may reoffer the Take-Out Bank (other than asset management affiliates purchasing out Financing to investors at any price below or above the Demand Securities in proceeds to the ordinary course of their business as part of a regular distribution of Borrower and/or issuer. It is agreed that the Demand Securities (“Asset Management Affiliates”)). (b) As long as any Demand Securities are held yield payable by the Borrower on any Take-Out Bank or out Financing shall not include (x) any affiliate of a Take-Out Bank (other than asset management affiliates purchasing original issue discount arising from below par resales by the Demand Securities in the ordinary course of business and excluding Demand Securities acquired pursuant to bona fide open market purchases from third parties or market making activities)Joint Bookrunners, the Demand Securities held by such TakeJoint Additional Bookrunners or the Co-Out Bank and its affiliates shall be optionally redeemable at Arrangers or (y) the tax impact of any time by the Borrower at 100% “cancellation of the principal amount thereof, plus accrued and unpaid interestindebtedness.” (c) The Borrower will use commercially reasonable best efforts to, within 20 days 5 Business Days of receipt of written notice of a Securities Demand (but in no event earlier than the 60th day if after the Closing Date, 10 Business Days), do the following: (1i) provide as many copies as reasonably requested to the Take-Out Investment Banks of a customary prospectus or offering memorandum, as applicable ( an Offering Document for the “Offering Document”) for such Demand Securities which shall include or incorporate by reference information regarding the Borrower offer and its subsidiaries sale of the type customarily included in public offerings or private placements under Permanent Securities pursuant to Rule 144A of the Securities Act, as applicable, including financial statements, pro forma financial statements, business rules and other financial data of the type required in a registered offering by Regulation S-X and Regulation S-K regulations under the Securities Act (in the case containing such disclosures as are customary and appropriate for offerings of a private placement, other than Rule 3-16 of Regulation S-X and subject to exceptions customary for private placements securities pursuant to Rule 144A promulgated under 144A, including the Securities Act) or that would be necessary for the Takeout Banks to receive customary (for high yield debt securities) “comfort” (including “negative assurance” comfort) from independent accountants in connection with the offering of the Demand Securities (all such information so furnished being the “Cooperation Information”), and in the case of the annual financial statements, the auditors’ reports thereon; (2ii) In the case of a registered offering of Demand Securities, prepare a registration statement under the Securities Act with respect to such Demand Securities, including a registration statement covering market making activities of the Take-Out Banks to the extent necessary and in the case of any private placement of Demand Securities, prepare an exchange offer or shelf registration statement (each a “Registration Statement”) and if such Registration Statement is filed, the Borrower agrees to use commercially reasonable efforts to cause such Registration Statement to become effective as soon as practicable thereafter; (3) Assist the Take-Out Banks in a timely completion of the offering of the Demand Securities, upon the Take-Out Bank’s reasonable request, to make Borrower’s and its Subsidiaries’ senior officers and representatives available to the Take-Out Banks in connection with the offering of the Demand Securities, including making them available to shall assist in the preparation of one or more offering documents (including assistance in obtaining industry data) or ratings agency presentations, to participate in due diligence sessionsof, rating agency presentations and to participate “road show” materials consistent with the information contained in one the Offering Document which the Joint Bookrunners or the Joint Additional Bookrunners may reasonably request in connection with the Take-out Financing; and (iii) make the senior management and advisors of the Borrower (and the Target, if applicable) and certain of the Investors’ investment professionals available for due diligence, rating agency presentations and a “road show” meetings with potential investors for the New Second Lien Notes or Permanent Securities on no more roadshows than three occasions as reasonably requested by the Investment Banks in their judgment to market the Demand New Second Lien Notes or Permanent Securities; (4) notify the Take-Out Banks promptly of all developments materially affecting it, the Target or the Demand Securities or the accuracy of the Cooperation Information. The Borrower agrees to update the Cooperation Information and the offering document at the reasonable request of the Take-Out Banks to facilitate a Take-Out Financing. The Borrower acknowledges that the Take-Out Banks may rely, without independent verification, upon the accuracy and completeness of the Cooperation Information and the Offering Document and that the Take-Out Banks do not assume responsibility therefor. (d) The Take-Out Investment Banks may at any time upon reasonable advance notice to the Borrower require the Borrower (or, if reasonably so specified by the Take-Out Investment Banks, an affiliate of the Borrower) to execute a purchase agreement providing for the issuance of the Permanent Securities contemplated hereby substantially in the form of the Applicable Bond Standard, modified as appropriate to reflect the terms of the transactions contemplated thereby and providing for the delivery of an indenture and a registration rights agreement substantially in the form of the indenture and registration rights agreements related to the Applicable Bond Standard, modified as appropriate to reflect the terms of the transactions contemplated therebyPurchase Agreement. (e) Without limiting the generality of the foregoing, the Joint Bookrunners may make such a Securities Demand for the issuance of Permanent Securities to the Lenders to replace any Commitments or refinance this Facility on the Closing Date and to be resold by them at any time thereafter in accordance with the provisions of this Section 5.15; provided that any such Securities Demand contemplating the resale of Permanent Securities shall include such customary information regarding the selling Lenders as may be required to be included in the Offering Document or a supplement thereto. (f) Notwithstanding anything to the contrary contained herein, in the event of your failure to comply with the terms this Section (a “Demand Failure”), (w) the interest rate with respect to the Loans shall increase to the Second Lien Bridge Total Cap immediately and automatically, (x) the Loan shall be immediately and automatically subject to the call protection in the Applicable Bond Standard (other than with respect to any prepayment of Loans held by the Initial Lenders or their Affiliates, but excluding Loans held by bona fide asset management affiliates of the foregoing), (y) the Rollover Fee, if not previously paid, shall become immediately due and payable (and no future fee credit shall be available), calculated based on the principal amount of the Loans outstanding on the date of such Demand Failure or the principal amount of Commitments outstanding on the date of such Demand Failure (which, if such date is the Closing Date, will be the principal amount of Loans funded on the Closing Date) and (z) any restrictions on transfer of the Loans or Exchange Notes shall be deemed waived. For the avoidance of doubt, a Demand Failure shall not, in and of itself, constitute a Default hereunder. (g) It is agreed that, if the Closing Date has not occurred before September 15, 2019 (the “Escrow Right Trigger Date”) and Commitments hereunder remain outstanding, on or after the Escrow Right Trigger Date, the Joint Bookrunners may issue a Securities Demand (which may be issued five Business Days in advance of such date) and require that the Permanent Securities be issued on the Escrow Right Trigger Date or on another date thereafter prior to the closing of the Acquisition, with the gross proceeds of such Permanent Securities to be placed in a customary escrow account, the proceeds of which will be pledged solely to the holders of such Permanent Securities, in each case on customary terms and conditions for an escrow financing (an “Escrow Securities Demand”); provided that the conditions to release such proceeds shall be the satisfaction of the conditions to borrowing in Section 4.02 herein. Any such escrow arrangements will provide that the aggregate principal amount of such Permanent Securities will be redeemed at the original price at which such Permanent Securities were issued in the event that the conditions to the release of proceeds of such Permanent Securities from escrow are not satisfied prior to the Closing Date. Such escrow arrangement may include the use of an Unrestricted Subsidiary and will be structured in such a manner as to comply with the Existing ABL Agreement, the Existing Credit Agreement, the Existing Second Lien Note Documents, the Term Loan Credit Agreement and the First Lien Bridge Credit Agreement. (h) The Borrower will not be required to comply with the terms of this Section if the Borrower has determined in its reasonable discretion that such issue, sale or borrowing may result in materially adverse tax consequences to the Borrower; provided that it is understood and agreed that the failure to issue any Demand Securities comply with the terms of this Section pursuant to a Securities Demand in accordance with the provisions hereof this clause (h) will constitute a “Demand Failure Event” and that, upon the occurrence of a Demand Failure Event, (a) the interest rate on the Loans shall automatically increase to the Total Cap as provided in Section 2.08(a)(i) hereof, (b) the Loans will immediately and automatically be subject to the call protection of the Exchange Notes as provided in Section 2.05(a)(ii) hereof, (c) the Bridge Conversion Fee (as defined in the Fee Letter) shall become immediately due and payable, and (d) no consent of the Borrower shall be required for the assignment of Loans as provided in Section 10.06(b)(iii)(A) hereofFailure. (f) For the avoidance of doubt, (i) the Take-Out Banks may reoffer the Demand Securities to investors at any price below or above the proceeds to the issuer and (ii) any adverse tax consequences shall not be a basis for the failure to comply with the covenant herein.

Securities Demand. Upon notice by (a) If the Arrangers (acting together) or (b) if there are more than three Arrangers, all but one Arranger (acting together) (in either case, the "Required Arrangers") (a "Debt Securities Notice"), at any time and from time to time (but not more than three times) from and following the date that is twelve months after the Closing Date and prior to the Initial Maturity date that is eighteen months after the Closing Date, one or more Take-Out Banks make the Borrower will (or, if the Borrower is a proposal and the Initial Lenders holding a majority Borrower in respect of the Senior Facilities at the time of the Debt Securities Notice and is not permitted by the Intercreditor Agreement to issue the Securities described in such Debt Securities Notice, will cause a newly formed special purpose finance subsidiary of the Borrower to), after a road show and marketing period customary for similar offerings (as determined by the Required Arrangers (acting together) after consultation with the Borrower and in any event not less than 10 Business Days), issue and sell such aggregate principal amount of outstanding Initial Loan Commitments senior debt securities (the "Securities") as will generate gross proceeds sufficient to refinance (in whole or Initial Loans, in part as applicable, provide a notice determined by the Required Arrangers (a “Securities Demand”) to Borrower for the offering of Permanent Securities, then at the option of the Borrower, such Permanent Securities shall be (Iacting together) in the form of Additional Notes (their sole discretion so long as defined in the Senior Secured Notes Indenture as in effect on the Effective Date) such refinancing constitutes a Permitted Payment under the Senior Secured Notes Indenture (provided that in order for the Borrower to elect the issuance of such Additional NotesFacilities Agreement), the Borrower must agree to enter into a registration rights agreement Facility, in form and substance substantially similar to the registration rights agreement applicable to the Senior Secured Notes providing for the issuance of exchange notes that are fungible with the Senior Secured Notes following the completion of an exchange offer) or (II) on each case upon such terms and conditionsconditions as may be reasonably specified by the Required Arrangers (acting together) in such Debt Securities Notice; provided, including ranking (includinghowever, without limitation, collateral), interest rates, yields and redemption prices, as are necessary or appropriate in light of the prevailing market conditions, all as reasonably determined by such Take-Out Bank(s), in consultation with the Borrower, and consistent with the Applicable Bond Standard (such securities issued pursuant to clause (I) or (II) above, “Demand Securities,” and such offering of Demand Securities, a “Take-Out Financing”) (provided that (i) the aggregate weighted average yield thereof (together with (A) all Loans, if any, outstanding after the issuance of such Demand Securities and (B) all other Demand Securities issued prior to such time) shall not exceed the Total Cap (it being understood that any floating interest rates and/or yields included in any of the foregoing calculations shall be determined by the Take-Out Banks in consultation with Borrower, with original issue discount considered yield for the purpose of this clause and determined in accordance with customary market convention for high yield securities), (ii) the maturitiesin the case of any Demand Securities issued pursuant to clause (II) above, the maturity thereof shall be not earlier than February 1, 2019 unless the Borrower so elects,2019, the non-call periodsperiod with respect thereto shall not be more than four yearsend on August 1, 2015 and the redemption price at the expiration of such non-call period shall be par plus 50% of the coupon, declining to par plus 25% of the coupon on August 1, 2016 and further declining to par on August 1, 2017 and and (iii) such Demand Securities shall be issued at a price to the Borrower equal to or greater than 98% of the principal amount of such Demand Securities (exclusive of any underwriting fees)), the Borrower will accept such Securities Demand and cause the Borrower to issue the Demand Securities, it being understood and agreed that (A) the applicable Take-Out Bank(s) and the Borrower shall mutually determine whether such Demand Securities will be issued through a registered public private placement for resale pursuant to Rule 144A and/or Regulation S; (ii) such Securities will be issued without US SEC registration rights unless the Required Arrangers (acting together and after making reasonable efforts to market the Securities without registration rights) determine that US SEC registration rights are necessary for a successful offering and, in such event, such registration rights shall only be granted to the extent they do not conflict with the terms of the Intercreditor Agreement or the Trust Indenture Act (provided that the Borrower will take any commercially reasonable and lawful actions reasonably requested by the Required Arrangers (acting together) to ensure compliance) and shall not require the Borrower (or any of its subsidiaries) to cause an exchange offer registration statement or a private placement with customary shelf registration rightsstatement to become effective prior to the first anniversary of the consummation of such offering; (iii) such Securities will not mature any earlier than 10 years after the Closing Date and will contain such terms, (B) any such issuance shall be pursuant to an indenture covenants, events of default, subordination provisions and related documents all in form consistent with the Applicable Bond Standard with such modifications redemption provisions as are consistent with the provisions of this Section 6.16 or otherwise mutually customary for similar financings as determined by the participating TakeRequired Arrangers (acting together) in consultation with the Borrower and, in any event, consistent with high-Out Bank(syield financings of affiliates of the Sponsors underwritten by one or more of the Arrangers (or their Affiliates); (iv) such Securities will bear a fixed rate of interest based on then prevailing market conditions as determined by the Required Arrangers (acting together); provided, however, that without the Borrower's consent, the weighted average cash interest rate per annum payable in connection with such Securities (as if all denominated in euro) shall not exceed 11.50% per annum and the Borrower weighted average total interest rate per annum payable in connection with such Securities (as if all denominated in euro) shall not exceed 12.50% per annum; (v) at least €1,000,000,000 of such Securities will be denominated in euro; (vi) the remaining amount of such Securities (or any portion thereof as required by the Required Arrangers) may be denominated in US Dollars; and (vii) all other arrangements with respect to such Securities shall be reasonably satisfactory in all respects to the Required Arrangers (acting together) in light of then prevailing market conditions, (C) no Demand Securities will be required to be issued prior to conditions and the Closing Date, (D) the guarantee financial condition and any collateral structure shall be no more restrictive than that provided under the Applicable Bond Standard and (E) such Securities Demand shall only be permitted after completion prospects of a customary roadshow (or after Borrower has been provided an opportunity to have such a roadshow) and if a majority in aggregate principal amount of the Demand Securities is to be sold or immediately resold to bona fide investors that are neither a Take-Out Bank, nor investors affiliated with the Take-Out Bank (other than asset management affiliates purchasing the Demand Securities in the ordinary course of their business as part of a regular distribution of the Demand Securities (“Asset Management Affiliates”)). (b) As long as any Demand Securities are held by any Take-Out Bank or any affiliate of a Take-Out Bank (other than asset management affiliates purchasing the Demand Securities in the ordinary course of business and excluding Demand Securities acquired pursuant to bona fide open market purchases from third parties or market making activities), the Demand Securities held by such Take-Out Bank and its affiliates shall be optionally redeemable at any time by the Borrower at 100% of the principal amount thereof, plus accrued and unpaid interest. (c) The Borrower will use commercially reasonable efforts to, within 20 days of receipt of a Securities Demand (but in no event earlier than the 60th day after the Closing Date), do the following: (1) provide as many copies as reasonably requested to the Take-Out Banks of a customary prospectus or offering memorandum, as applicable ( the “Offering Document”) for such Demand Securities which shall include or incorporate by reference information regarding the Borrower and its subsidiaries at the date of issue. Following the type customarily included in public offerings or private placements under Rule 144A of the Securities Act, as applicable, including financial statements, pro forma financial statements, business and other financial data of the type required in a registered offering by Regulation S-X and Regulation S-K under the Securities Act (in the case issuance of a private placement, other than Rule 3-16 of Regulation S-X and subject to exceptions customary for private placements pursuant to Rule 144A promulgated under the Debt Securities Act) or that would be necessary for the Takeout Banks to receive customary (for high yield debt securities) “comfort” (including “negative assurance” comfort) from independent accountants in connection with the offering of the Demand Securities (all such information so furnished being the “Cooperation Information”), and in the case of the annual financial statements, the auditors’ reports thereon; (2) In the case of a registered offering of Demand Securities, prepare a registration statement under the Securities Act with respect to such Demand Securities, including a registration statement covering market making activities of the Take-Out Banks to the extent necessary and in the case of any private placement of Demand Securities, prepare an exchange offer or shelf registration statement (each a “Registration Statement”) and if such Registration Statement is filedNotice, the Borrower agrees to will use its commercially reasonable efforts, and will use its commercially reasonable efforts to cause such Registration Statement to become effective as soon as practicable thereafter; (3) Assist the Take-Out Banks in a timely completion management of the offering of the Demand Securities, upon the Take-Out Bank’s reasonable requestTarget, to make Borrower’s and its Subsidiaries’ senior officers and representatives available to assist the Take-Out Banks Required Arrangers in connection with customary marketing efforts for the offering sale of the Demand any such Securities, including making them available to assist in the preparation of one or more an offering documents (including assistance circular and participation in obtaining industry data) or ratings agency presentations, to participate in due diligence sessions, rating agency customary roadshow presentations and using commercially reasonable efforts to participate in one or more roadshows to market the Demand obtain ratings for and list such Securities; (4) notify the Take-Out Banks promptly of all developments materially affecting it, the Target or the Demand Securities or the accuracy of the Cooperation Information. The Borrower agrees to update the Cooperation Information and the offering document at the reasonable request of the Take-Out Banks to facilitate a Take-Out Financing. The Borrower acknowledges that the Take-Out Banks may rely, without independent verification, upon the accuracy and completeness of the Cooperation Information and the Offering Document and that the Take-Out Banks do not assume responsibility therefor. (d) The Take-Out Banks may at any time require the Borrower (or, if reasonably so specified by the Take-Out Banks, an affiliate of the Borrower) to execute a purchase agreement providing for the issuance of the Permanent Securities contemplated hereby substantially in the form of the Applicable Bond Standard, modified as appropriate to reflect the terms of the transactions contemplated thereby and providing for the delivery of an indenture and a registration rights agreement substantially in the form of the indenture and registration rights agreements related to the Applicable Bond Standard, modified as appropriate to reflect the terms of the transactions contemplated thereby. (e) It is understood and agreed that the failure to issue any Demand Securities pursuant to a Securities Demand in accordance with the provisions hereof will constitute a “Demand Failure Event” and that, upon the occurrence of a Demand Failure Event, (a) the interest rate on the Loans shall automatically increase to the Total Cap as provided in Section 2.08(a)(i) hereof, (b) the Loans will immediately and automatically be subject to the call protection of the Exchange Notes as provided in Section 2.05(a)(ii) hereof, (c) the Bridge Conversion Fee (as defined in the Fee Letter) shall become immediately due and payable, and (d) no consent of the Borrower shall be required for the assignment of Loans as provided in Section 10.06(b)(iii)(A) hereof. (f) For the avoidance of doubt, (i) the Take-Out Banks may reoffer the Demand Securities to investors at any price below or above the proceeds to the issuer and (ii) any adverse tax consequences shall not be a basis for the failure to comply with the covenant herein.

Securities Demand. (a) If at any time and from time to time Upon a request (but not more than three times) from and after the Closing Date and prior to the Initial Maturity Dateeach, one or more Take-Out Banks make a proposal and the Initial Lenders holding a majority of the aggregate principal amount of outstanding Initial Loan Commitments or Initial Loans, as applicable, provide a notice (a “Securities Demand”) to Borrower for the offering of Permanent Securities, then at the option of the BorrowerLead Arrangers from time to time from and after the date that is 180 days after the Closing Date, for a period ending 540 days after the Closing Date (such period, the “Securities Demand Period”), after a roadshow and marketing period customary for similar offerings, the Borrowers (or, if so specified by the Lead Arrangers, Holdings or one of its subsidiaries) shall issue Permanent Securities in such amount as will generate gross proceeds of an amount sufficient to repay all outstanding amounts under this Agreement and all related fees and expenses. The Permanent Securities shall be (I) in the form of Additional Notes (as defined in the Senior Secured Notes Indenture as in effect on the Effective Date) under the Senior Secured Notes Indenture (provided that in order for the Borrower to elect the issuance of have such Additional Notesform, the Borrower must agree to enter into a registration rights agreement in form term, yield, guarantees, covenants, subordination and substance substantially similar to the registration rights agreement applicable to the Senior Secured Notes providing for the issuance of exchange notes that are fungible with the Senior Secured Notes following the completion of an exchange offer) or (II) on default provisions and other terms and conditions, including ranking (including, without limitation, collateral), interest rates, yields and redemption prices, as are necessary or appropriate customary for securities of the type issued by similarly situated issuers in light of the then prevailing market conditionsconditions and may be issued in one or more tranches, all as reasonably determined by such Take-Out Bank(s), the Investment Bank in consultation with the Borrower, and consistent with the Applicable Bond Standard (such securities issued pursuant to clause (I) or (II) above, “Demand Securities,” and such offering of Demand Securities, a “Take-Out Financing”) (its sole discretion; provided that (ix) the aggregate total weighted average yield thereof interest rate on the applicable Permanent Securities shall not exceed 12.5% per annum (together with exclusive of default interest, tax gross ups and amounts owing under the Registration Rights Agreement) and (Ay) all Loansthe maturity of the Permanent Securities shall not be earlier than six months after the final stated maturity of the Senior Rollover Loans or a shorter weighted average life (and, if any, outstanding after the issuance of such Demand Permanent Securities, Loans or Exchange Notes will still be outstanding, the Permanent Securities and (B) all other Demand Securities issued prior to such time) shall not exceed the Total Cap (it being understood that any floating interest rates and/or yields included in any of the foregoing calculations shall be determined by the Take-Out Banks in consultation with Borrower, with original issue discount considered yield for the purpose of this clause and determined in accordance with customary market convention for high yield securities), (ii) the maturitiesin the case of any Demand Securities issued pursuant to clause (II) above, the have a maturity thereof shall be not date earlier than February 1, 2019 unless the Borrower so elects,2019, the non-call periodsperiod with respect thereto Rollover Loan Maturity Date and shall not be more have a shorter weighted average life than four yearsend on August 1, 2015 and the redemption price at the expiration of such non-call period shall be par plus 50% of the coupon, declining to par plus 25% of the coupon on August 1, 2016 and further declining to par on August 1, 2017 and and (iii) such Demand Securities shall be issued at a price to the Borrower equal to or greater than 98% of the principal amount of such Demand Securities (exclusive of any underwriting fees)), the Borrower will accept such Securities Demand and cause the Borrower to issue the Demand Securities, it being understood and agreed that (A) the applicable Take-Out Bank(s) and the Borrower shall mutually determine whether such Demand Securities will be issued through a registered public offering or a private placement with customary registration rights, (B) any such issuance shall be pursuant to an indenture and related documents all in form consistent with the Applicable Bond Standard with such modifications as are consistent with the provisions of this Section 6.16 or otherwise mutually determined by the participating Take-Out Bank(s) and the Borrower in light of then prevailing market conditions, (C) no Demand Securities will be required to be issued prior to the Closing Date, (D) the guarantee and any collateral structure shall be no more restrictive than that provided under the Applicable Bond Standard and (E) such Securities Demand shall only be permitted after completion of a customary roadshow (or after Borrower has been provided an opportunity to have such a roadshow) and if a majority in aggregate principal amount of the Demand Securities is to be sold or immediately resold to bona fide investors that are neither a Take-Out Bank, nor investors affiliated with the Take-Out Bank (other than asset management affiliates purchasing the Demand Securities in the ordinary course of their business as part of a regular distribution of the Demand Securities (“Asset Management Affiliates”)Rollover Loans). (b) As long The Loan Parties will do all things required in the opinion of the Investment Bank, in its sole discretion, in connection with the sale of the Permanent Securities, and in any event as any soon as reasonably practicable (it being understood that nothing in this paragraph shall require the Loan Parties to issue Permanent Securities prior to the exercise of the Securities Demand in paragraph (a) above): (i) no later than 15 days subsequent to the Closing Date, the Borrowers shall have completed and made available to the Investment Bank copies of an offering memorandum for the offer and sale of the Permanent Securities pursuant to Rule 144A of the rules and regulations under the Securities Act containing such disclosures as may be required by applicable laws, as are held customary and appropriate for such a document or as may be required by any Take-Out the Investment Bank (including all audited, pro forma and other financial statements and schedules of the Loan Parties of the type that would be required in a registered public offering of the Permanent Securities on Form S-1 under the Securities Act or any affiliate of a Take-Out Bank as otherwise might be reasonably acceptable to the Investment Bank), and (ii) senior management and directors (other than asset management affiliates purchasing Xxxx Xxxxxxxx, Xxx Xxxxxxxxxxxx, Xxx Xxxxxxxxx and each other employee of MHR who is on the Demand board of directors of Loral other than the officers of Loral) of the Loan Parties shall have made themselves available for due diligence, rating agency presentations and a road show and other meetings with potential investors for the Permanent Securities in the ordinary course of business and excluding Demand Securities acquired pursuant to bona fide open market purchases from third parties or market making activities), the Demand Securities held by such Take-Out Bank and its affiliates shall be optionally redeemable at any time as required by the Borrower at 100% Investment Bank in its reasonable judgment to market the Permanent Securities (it being understood that only officers and other employees of Loral and the principal amount thereof, plus accrued and unpaid interestCompany shall participate in roadshows). (c) The Borrower will use commercially reasonable efforts to, within 20 days of receipt of a Securities Demand (but in no event earlier than the 60th day after the Closing Date), do the following: (1) provide as many copies as reasonably requested to the Take-Out Banks of a customary prospectus or offering memorandum, as applicable ( the “Offering Document”) for such Demand Securities which shall include or incorporate by reference information regarding the Borrower and its subsidiaries of the type customarily included in public offerings or private placements under Rule 144A of the Securities Act, as applicable, including financial statements, pro forma financial statements, business and other financial data of the type required in a registered offering by Regulation S-X and Regulation S-K under the Securities Act (in the case of a private placement, other than Rule 3-16 of Regulation S-X and subject to exceptions customary for private placements pursuant to Rule 144A promulgated under the Securities Act) or that would be necessary for the Takeout Banks to receive customary (for high yield debt securities) “comfort” (including “negative assurance” comfort) from independent accountants in connection with the offering of the Demand Securities (all such information so furnished being the “Cooperation Information”), and in the case of the annual financial statements, the auditors’ reports thereon; (2) In the case of a registered offering of Demand Securities, prepare a registration statement under the Securities Act with respect to such Demand Securities, including a registration statement covering market making activities of the Take-Out Banks to the extent necessary and in the case of any private placement of Demand Securities, prepare an exchange offer or shelf registration statement (each a “Registration Statement”) and if such Registration Statement is filed, the Borrower agrees to use commercially reasonable efforts to cause such Registration Statement to become effective as soon as practicable thereafter; (3) Assist the Take-Out Banks in a timely completion of the offering of the Demand Securities, upon the Take-Out Bank’s reasonable request, to make Borrower’s and its Subsidiaries’ senior officers and representatives available to the Take-Out Banks in connection with the offering of the Demand Securities, including making them available to assist in the preparation of one or more offering documents (including assistance in obtaining industry data) or ratings agency presentations, to participate in due diligence sessions, rating agency presentations and to participate in one or more roadshows to market the Demand Securities; (4) notify the Take-Out Banks promptly of all developments materially affecting it, the Target or the Demand Securities or the accuracy of the Cooperation Information. The Borrower agrees to update the Cooperation Information and the offering document at the reasonable request of the Take-Out Banks to facilitate a Take-Out Financing. The Borrower acknowledges that the Take-Out Banks may rely, without independent verification, upon the accuracy and completeness of the Cooperation Information and the Offering Document and that the Take-Out Banks do not assume responsibility therefor. (d) The Take-Out Banks Lead Arrangers may at any time require the Borrower (or, if reasonably so specified by the Take-Out Banks, an affiliate of the Borrower) Borrowers to execute a an underwriting or purchase agreement providing for the issuance of the Permanent Securities contemplated hereby substantially in the form of the Applicable Bond StandardInvestment Bank’s standard underwriting or purchase agreement, modified as appropriate to reflect the terms of the transactions contemplated thereby and containing such terms, covenants, conditions, representations, warranties and indemnities as are customary in similar transactions and providing for the delivery of an indenture and a registration rights agreement substantially in the form of the indenture Investment Bank’s standard indentures and registration rights agreements related agreements, legal opinions, comfort letters and officers’ certificates, all in form and substance reasonably satisfactory to the Applicable Bond StandardLead Arrangers and their counsel, modified as appropriate and the Borrowers shall cause the Permanent Securities to reflect be rated by S&P and Xxxxx’x. Without limiting the terms generality of the transactions contemplated therebyforegoing, the Loan Parties represent and warrant that the offering memorandum for the Permanent Securities will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances in which they are made, not misleading. (ed) It is understood Without limiting the generality of anything contained in this Section 5.13 and in addition thereto, the Canadian Borrower covenants and agrees to use its commercially reasonable efforts to refinance the Loans as soon reasonably practicable (it being agreed that for purposes of this clause (d) only (other than during the failure to issue any Demand Securities pursuant to a Securities Demand Period), the Canadian Borrower shall be entitled to take into account the interest rate or other costs of refinancing then available in accordance with determining whether such refinancing is commercially reasonable and, except during the provisions hereof will constitute a “Securities Demand Failure Event” and that, upon Period (when the occurrence of a Demand Failure Event, caps in clause (a) above govern), the interest rate on the Loans shall automatically increase to the Total Cap as provided in Section 2.08(a)(i) hereof, (b) the Loans will immediately and automatically be subject to the call protection of the Exchange Notes as provided in Section 2.05(a)(ii) hereof, (c) the Bridge Conversion Fee (as defined in the Fee Letter) shall become immediately due and payable, and (d) no consent of the Canadian Borrower shall be required for the assignment of Loans as provided in Section 10.06(b)(iii)(A) hereof. (f) For the avoidance of doubt, (i) the Take-Out Banks may reoffer the Demand Securities to investors at any price below or above the proceeds to the issuer and (ii) any adverse tax consequences shall not be a basis for the failure required to comply with the covenant hereinso refinance at such time if it would incur refinancing costs or rates that it deems to be commercially unreasonable).

Securities Demand. (a) If at any time and from time to time (but not more than three times) from and after the Closing Date and prior to the Initial Maturity Date, one or more Take-Out Banks make a proposal and the Initial Lenders holding a majority of the aggregate principal amount of outstanding Initial Loan Commitments or Initial Loans, as applicable, provide a notice (a “Securities Demand”) to Borrower for the offering of Permanent Securities, then at the option of the Borrower, such Permanent Securities shall be (I) in the form of Additional Notes (as defined in the Senior Secured Notes Indenture as in effect on the Effective Date) under the Senior Secured Notes Indenture (provided that in order for the Borrower to elect the issuance of such Additional Notes, such Additional Notes must be fungible with the Senior Secured Notes following the completion of an exchange offer pursuant tothe Borrower must agree to enter into a registration rights agreement to be agreed in form and substance substantially similar to the registration rights agreement applicable to the Senior Secured Notes providing for the issuance of exchange notes that are fungible with the Senior Secured Notes following the completion of an exchange offer) or (II) on terms and conditions, including ranking (including, without limitation, collateral), interest rates, yields and redemption prices, as are necessary or appropriate in light of the prevailing market conditions, all as reasonably determined by such Take-Out Bank(s), in consultation with the Borrower, and consistent with the Applicable Bond Standard (such securities issued pursuant to clause (I) or (II) above, “Demand Securities,” and such offering of Demand Securities, a “Take-Out Financing”) (provided that (i) the aggregate weighted average yield thereof (together with (A) all Loans, if any, outstanding after the issuance of such Demand Securities and (B) all other Demand Securities issued prior to such time) shall not exceed the Total Cap (it being understood that any floating interest rates and/or yields included in any of the foregoing calculations shall be determined by the Take-Out Banks in consultation with Borrower, with original issue discount considered yield for the purpose of this clause and determined in accordance with customary market convention for high yield securities), (ii) the maturitiesin the case of any Demand Securities issued pursuant to clause (II) above, the maturity maturities thereof shall be not earlier than February 1, 2019 unless the Borrower so elects,2019elects, the non-call periodsperiod periods with respect thereto shall not be more than four yearsend on August 1, 2015 and the redemption price at the expiration of such non-call period shall be par plus 50% of the coupon, declining to par plus 25% of the coupon on August 1, 2016 and further declining to par on August 1, 2017 and years and (iii) such Demand Securities shall be issued at a price to the Borrower equal to or greater than 98% of the principal amount of such Demand Securities (exclusive of any underwriting fees)), the Borrower will accept such Securities Demand and cause the Borrower to issue the Demand Securities, it being understood and agreed that (A) the applicable Take-Out Bank(s) and the Borrower shall mutually determine whether such Demand Securities will be issued through a registered public offering or a private placement with customary registration rights, (B) any such issuance shall be pursuant to an indenture and related documents all in form consistent with the Applicable Bond Standard with such modifications as are consistent with the provisions of this Section 6.16 or otherwise mutually determined by the participating Take-Out Bank(s) and the Borrower in light of then prevailing market conditions, (C) no Demand Securities will be required to be issued prior to the Closing Date, (D) the guarantee and any collateral structure shall be no more restrictive than that provided under the Applicable Bond Standard and (E) such Securities Demand shall only be permitted after completion of a customary roadshow (or after Borrower has been provided an opportunity to have such a roadshow) and if a majority in aggregate principal amount of the Demand Securities is to be sold or immediately resold to bona fide investors that are neither a Take-Out Bank, nor investors affiliated with the Take-Out Bank (other than asset management affiliates purchasing the Demand Securities in the ordinary course of their business as part of a regular distribution of the Demand Securities (“Asset Management Affiliates”)). (b) As long as any Demand Securities are held by any Take-Out Bank or any affiliate of a Take-Out Bank (other than asset management affiliates purchasing the Demand Securities in the ordinary course of business and excluding Demand Securities acquired pursuant to bona fide open market purchases from third parties or market making activities), the Demand Securities held by such Take-Out Bank and its affiliates shall be optionally redeemable at any time by the Borrower at 100% of the principal amount thereof, plus accrued and unpaid interest. (c) The Borrower will use commercially reasonable efforts to, within 20 days of receipt of a Securities Demand (but in no event earlier than the 60th day after the Closing Date), do the following: (1) provide as many copies as reasonably requested to the Take-Out Banks of a customary prospectus or offering memorandum, as applicable ( the “Offering Document”) for such Demand Securities which shall include or incorporate by reference information regarding the Borrower and its subsidiaries of the type customarily included in public offerings or private placements under Rule 144A of the Securities Act, as applicable, including financial statements, pro forma financial statements, business and other financial data of the type required in a registered offering by Regulation S-X and Regulation S-K under the Securities Act (in the case of a private placement, other than Rule 3-16 of Regulation S-X and subject to exceptions customary for private placements pursuant to Rule 144A promulgated under the Securities Act) or that would be necessary for the Takeout Banks to receive customary (for high yield debt securities) “comfort” (including “negative assurance” comfort) from independent accountants in connection with the offering of the Demand Securities (all such information so furnished being the “Cooperation Information”), and in the case of the annual financial statements, the auditors’ reports thereon; (2) In the case of a registered offering of Demand Securities, prepare a registration statement under the Securities Act with respect to such Demand Securities, including a registration statement covering market making activities of the Take-Out Banks to the extent necessary and in the case of any private placement of Demand Securities, prepare an exchange offer or shelf registration statement (each a “Registration Statement”) and if such Registration Statement is filed, the Borrower agrees to use commercially reasonable efforts to cause such Registration Statement to become effective as soon as practicable thereafter; (3) Assist the Take-Out Banks in a timely completion of the offering of the Demand Securities, upon the Take-Out Bank’s reasonable request, to make Borrower’s and its Subsidiaries’ senior officers and representatives available to the Take-Out Banks in connection with the offering of the Demand Securities, including making them available to assist in the preparation of one or more offering documents (including assistance in obtaining industry data) or ratings agency presentations, to participate in due diligence sessions, rating agency presentations and to participate in one or more roadshows to market the Demand Securities; (4) notify the Take-Out Banks promptly of all developments materially affecting it, the Target or the Demand Securities or the accuracy of the Cooperation Information. The Borrower agrees to update the Cooperation Information and the offering document at the reasonable request of the Take-Out Banks to facilitate a Take-Out Financing. The Borrower acknowledges that the Take-Out Banks may rely, without independent verification, upon the accuracy and completeness of the Cooperation Information and the Offering Document and that the Take-Out Banks do not assume responsibility therefor. (d) The Take-Out Banks may at any time require the Borrower (or, if reasonably so specified by the Take-Out Banks, an affiliate of the Borrower) to execute a purchase agreement providing for the issuance of the Permanent Securities contemplated hereby substantially in the form of the Applicable Bond Standard, modified as appropriate to reflect the terms of the transactions contemplated thereby and providing for the delivery of an indenture and a registration rights agreement substantially in the form of the indenture and registration rights agreements related to the Applicable Bond Standard, modified as appropriate to reflect the terms of the transactions contemplated thereby. (e) It is understood and agreed that the failure to issue any Demand Securities pursuant to a Securities Demand in accordance with the provisions hereof will constitute a “Demand Failure Event” and that, upon the occurrence of a Demand Failure Event, (a) the interest rate on the Loans shall automatically increase to the Total Cap as provided in Section 2.08(a)(i) hereof, (b) the Loans will immediately and automatically be subject to the call protection of the Exchange Notes as provided in Section 2.05(a)(ii) hereof, (c) the Bridge Conversion Fee (as defined in the Fee Letter) shall become immediately due and payable, and (d) no consent of the Borrower shall be required for the assignment of Loans as provided in Section 10.06(b)(iii)(A) hereof. (f) For the avoidance of doubt, (i) the Take-Out Banks may reoffer the Demand Securities to investors at any price below or above the proceeds to the issuer and (ii) any adverse tax consequences shall not be a basis for the failure to comply with the covenant herein.

Securities Demand. (a) If at At any time and from time to time (but on not more than three timestwo occasions) from and after during the Closing Date and prior to period (the Initial “Securities Demand Period”) ending on the Bridge Loan Maturity Date, one upon notice (a “Demand Notice”) by the Investment Banks to the Borrower stating that, in their opinion, market conditions are such that the conditions specified in paragraph (b) below can be satisfied, the Borrower shall execute an offering of Permanent Financing (a “Permanent Financing Offering”) upon such terms and conditions as may be specified in the Demand Notice (provided that the Borrower shall have participated in or more Take-Out Banks make been afforded an opportunity to participate in a proposal customary “road show” for each Permanent Financing Offering): (b) The Permanent Financing will have ranking and guarantees identical to the Initial Lenders holding a majority Loans and will have interest rate, security and yields that are no less favorable to the Borrower than those generally available in the first lien secured debt capital markets to issuers of the aggregate principal amount of outstanding Initial Loan Commitments comparable debt securities or Initial Loansloans, as applicable, provide having a notice (a “Securities Demand”) creditworthiness comparable to Borrower for the offering of Permanent Securities, then at the option of the Borrower, such Permanent Securities shall be (I) in the form of Additional Notes (as defined in the Senior Secured Notes Indenture as in effect on the Effective Date) under the Senior Secured Notes Indenture (provided that in order for the Borrower to elect the issuance of such Additional Notes, the Borrower must agree to enter into a registration rights agreement in form and substance substantially similar to the registration rights agreement applicable to the Senior Secured Notes providing for the issuance of exchange notes that are fungible with the Senior Secured Notes following the completion of an exchange offer) or (II) on terms and conditions, including ranking (including, without limitation, collateral), interest rates, yields and redemption prices, as are necessary or appropriate in light of the prevailing market conditions, all as reasonably determined by such Take-Out Bank(s), in consultation with the Borrower, and consistent with the Applicable Bond Standard (such securities issued pursuant to clause (I) or (II) above, “Demand Securities,” and such offering of Demand Securities, a “Take-Out Financing”) (; provided that (i) the aggregate weighted average yield thereof (together with (A) all Loans, if any, outstanding after the issuance maturity date of such Demand Securities and (B) all other Demand Securities issued prior to such time) any Permanent Financing shall not exceed be earlier than the Total Cap (it being understood that any floating interest rates and/or yields included in any of the foregoing calculations shall be determined by the Take-Out Banks in consultation with Borrower, with original issue discount considered yield for the purpose of this clause and determined in accordance with customary market convention for high yield securities)Rollover Loan Maturity Date, (ii) the maturitiesin optional redemption terms for such Permanent Financing shall be no less favorable to the issuer than such terms for the Exchange Notes (except that any applicable non-call periods and call premiums would be measured from the date of issuance of such Permanent Financing rather than the Closing Date), (iii) (x) the negative covenants applicable to the Permanent Financing shall be the same as the covenants applicable to the Second Priority Notes and (y) the affirmative covenants and events of default shall, in the case of any Demand Securities issued pursuant to clause the debt securities, be the same as those in the Second Priority Notes (II) above, the maturity thereof shall be not earlier than February 1, 2019 unless the Borrower so elects,2019, the non-call periodsperiod with respect thereto shall not be more than four yearsend on August 1, 2015 and the redemption price at the expiration of such non-call period substantive changes as are necessary to reflect the first-lien status of the collateral) and, in the case of loans, be the same as those in the Term Loan Credit Agreement (it being understood that, in each case, the amount of the Cumulative Credit at the closing date of the Permanent Financing is to be agreed but shall, in no event, be less than the amount of the Cumulative Credit on such date pursuant to this Agreement); (iv) in the case of debt securities, the pledges of equity interests, securities and intercompany indebtedness of the Borrower’s Subsidiaries (but not on the guarantees or pledges of other assets of such subsidiaries) shall be par plus 50limited to the extent required to avoid the need to file separate financial statements of such subsidiaries under applicable rules of the SEC; (v) the interest rate on the applicable Permanent Financing shall not exceed the Rate Cap (exclusive of default interest, tax gross ups and amounts owing under any registration rights agreement); (vi) if the Investment Banks so determine, the Permanent Financing will be issued with original issue discount or closing fees (“OID”) of up to 3% of the coupon, declining to par plus 25% of the coupon on August 1, 2016 and further declining to par on August 1, 2017 and and (iii) such Demand Securities shall be issued at a price to the Borrower equal to or greater than 98% of the principal amount of such Demand Securities (exclusive of any underwriting fees)), the Borrower will accept such Securities Demand and cause the Borrower to issue the Demand Securities, it being understood and agreed that (A) the applicable Take-Out Bank(s) and the Borrower shall mutually determine whether such Demand Securities will be issued through a registered public offering or a private placement with customary registration rights, (B) any such issuance shall be pursuant to an indenture and related documents all in form consistent with the Applicable Bond Standard with such modifications as are consistent with the provisions of this Section 6.16 or otherwise mutually determined by the participating Take-Out Bank(s) and the Borrower in light of then prevailing market conditions, (C) no Demand Securities will be required to be issued prior to the Closing Date, (D) the guarantee and any collateral structure shall be no more restrictive than that provided under the Applicable Bond Standard and (E) such Securities Demand shall only be permitted after completion of a customary roadshow (or after Borrower has been provided an opportunity to have such a roadshow) and if a majority in aggregate principal amount of the Demand Securities is to be sold or immediately resold to bona fide investors that are neither a Take-Out Bank, nor investors affiliated with the Take-Out Bank (other than asset management affiliates purchasing the Demand Securities in the ordinary course of their business as part of a regular distribution of the Demand Securities (“Asset Management Affiliates”)). (b) As long as any Demand Securities are held by any Take-Out Bank or any affiliate of a Take-Out Bank (other than asset management affiliates purchasing the Demand Securities in the ordinary course of business and excluding Demand Securities acquired pursuant to bona fide open market purchases from third parties or market making activities), the Demand Securities held by such Take-Out Bank and its affiliates shall be optionally redeemable at any time by the Borrower at 100% of the principal face amount thereof, plus accrued so long as the total yield of the Permanent Financing after giving effect thereto does not exceed the Rate Cap (and unpaid interestwith OID being equated to interest such that the Rate Cap is reduced by 0.25% per annum for every 1% of OID); and (vii) the aggregate amount of proceeds of Permanent Financing will not exceed an amount sufficient to repay all the then outstanding principal and other amounts under the Bridge Loans. (c) The Borrower will agrees to use commercially reasonable efforts toefforts, within 20 days of receipt of a Securities Demand (but in no event earlier than the 60th day after the Closing Date), do the following: (1) provide as many copies as reasonably requested to the Take-Out Banks of a customary prospectus or offering memorandum, as applicable ( the “Offering Document”) for such Demand Securities which shall include or incorporate by reference information regarding the Borrower and its subsidiaries of the type customarily included in public offerings or private placements under Rule 144A of the Securities Act, as applicable, including financial statements, pro forma financial statements, business and other financial data of the type required in a registered offering by Regulation S-X and Regulation S-K under the Securities Act (in the case of a private placement, other than Rule 3-16 of Regulation S-X and subject to exceptions customary for private placements pursuant to Rule 144A promulgated under the Securities Act) or that would be necessary for the Takeout Banks to receive customary (for high yield debt securities) “comfort” (including “negative assurance” comfort) from independent accountants in connection with the offering sale of the Demand Securities such Permanent Financing to, (all such information so furnished being the “Cooperation Information”)x) with respect to Permanent Financing issued as debt securities, and in the case of the annual financial statementsprepare, the auditors’ reports thereon; (2) In the case as soon as practicable upon receipt of a registered Demand Notice, (a) an offering of Demand Securitiescircular, prepare prospectus or private placement memorandum with respect to the Permanent Financing or (b) a registration statement under the Securities Act Act, with respect to such Demand Securitiesthe Permanent Financing, including a any registration statement covering market market-making activities of the Take-Out Investment Banks to the extent necessary and in the case of any private placement of Demand Securities, prepare an exchange offer or shelf registration statement following a private placement of the Permanent Financing (each a the “Registration Statement”) ), and if such Registration Statement is filed, the Borrower agrees to use commercially reasonable efforts to cause such Registration Statement to become effective as soon as practicable thereafter; , which, in the case of any Registration Statement, will comply as to form with the rules and regulations under the Securities Act and contain such disclosure as may be required by law and/or (3y) Assist with respect to any Permanent Financing placed as loan financing, prepare an information package as soon as practicable upon request by the Take-Out Investment Banks in a timely completion regarding the business, operations, financial projections and prospects of the offering Borrower and its subsidiaries including, without limitation, the delivery of all information relating to the transactions contemplated hereunder prepared by or on behalf of the Demand Securities, upon Borrower deemed reasonably necessary by the Take-Out Bank’s reasonable request, Investment Banks or their designated affiliate to make Borrower’s and its Subsidiaries’ senior officers and representatives available complete the syndication of the Permanent Financing issued in the form of loans (including all information contemplated in the Commitment Letter to the Take-Out Banks be delivered in connection with the offering of the Demand Securities, including making them available to assist in the preparation of one or more offering documents (including assistance in obtaining industry data) or ratings agency presentations, to participate in due diligence sessions, rating agency presentations and to participate in one or more roadshows to market the Demand Securities; (4) notify the Take-Out Banks promptly of all developments materially affecting it, the Target or the Demand Securities or the accuracy of the Cooperation Information. The Borrower agrees to update the Cooperation Information and the offering document at the reasonable request of the Take-Out Banks to facilitate a Take-Out Financing. The Borrower acknowledges that the Take-Out Banks may rely, without independent verification, upon the accuracy and completeness of the Cooperation Information and the Offering Document and that the Take-Out Banks do not assume responsibility thereforBridge Facility). (d) The Take-Out Banks may at Borrower agrees that if, prior to the Bridge Loan Maturity Date, any time require event or any other change known to the Borrower results in any offering document or information package described in the paragraph immediately above (oran “Offering Document”) relating to the Permanent Financing containing an untrue statement of a material fact or omitting to state any material fact required to be stated therein or necessary to make the statements contained therein, if reasonably so specified by the Take-Out Bankstaken as a whole, an affiliate not materially misleading in light of the Borrower) circumstances under which they were made, the Borrower shall use commercially reasonable efforts to execute a purchase agreement providing for the issuance of the Permanent Securities contemplated hereby substantially promptly supplement any such Offering Document such that all such information contained therein shall remain true and correct in the form of the Applicable Bond Standard, modified as appropriate to reflect the terms of the transactions contemplated thereby and providing for the delivery of an indenture and a registration rights agreement substantially in the form of the indenture and registration rights agreements related to the Applicable Bond Standard, modified as appropriate to reflect the terms of the transactions contemplated therebyall material respects. (e) It is understood and agreed that Notwithstanding anything to the failure to issue contrary herein or in any Demand Securities pursuant to a Securities Demand in accordance with Loan Document, the provisions hereof will constitute a “Demand Failure Event” and that, upon of this Section 5.12 shall supersede the occurrence provisions of a Demand Failure Event, (a) the interest rate on the Loans shall automatically increase Fee Letter relating to the Total Cap as provided subject matter described in this Section 2.08(a)(i) hereof, (b) the Loans will immediately and automatically be subject to the call protection of the Exchange Notes as provided in Section 2.05(a)(ii) hereof, (c) the Bridge Conversion Fee (as defined in the Fee Letter) shall become immediately due and payable, and (d) no consent of the Borrower shall be required for the assignment of Loans as provided in Section 10.06(b)(iii)(A) hereof. (f) For the avoidance of doubt, (i) the Take-Out Banks may reoffer the Demand Securities to investors at any price below or above the proceeds to the issuer and (ii) any adverse tax consequences shall not be a basis for the failure to comply with the covenant herein.5.12,

Securities Demand. (a) If at any time and from time to time (but not more than three times) from and after the Closing Date and prior to the Initial Maturity Date, one or more Take-Out Banks make a proposal and the Initial Lenders holding a majority of the aggregate principal amount of outstanding Initial Loan Commitments or Initial Loans, as applicable, provide a notice (a “Securities Demand”) to Borrower for the offering of Permanent Securities, then at the option of the Borrower, such Permanent Securities shall be (I) in the form of Additional Notes (as defined in the Senior Secured Notes Indenture as in effect on the Effective Date) under the Senior Secured Notes Indenture (provided that in order for the Borrower to elect the issuance of such Additional Notes, such Additional Notes must be fungible with the Borrower must agree Senior Secured Notes following the completion of an exchange offer pursuant to enter into a registration rights agreement to be agreed in form and substance substantially similar to the registration rights agreement applicable to the Senior Secured Notes providing for the issuance of exchange notes that are fungible with the Senior Secured Notes following the completion of an exchange offerNotes) or (II) on terms and conditions, including ranking (including, without limitation, collateral), interest rates, yields and redemption prices, as are necessary or appropriate in light of the prevailing market conditions, all as reasonably determined by such Take-Out Bank(s), in consultation with the Borrower, and consistent with the Applicable Bond Standard (such securities issued pursuant to clause (I) or (II) above, “Demand Securities,” and such offering of Demand Securities, a “Take-Out Financing”) (provided that (i) the aggregate weighted average yield thereof (together with (A) all Loans, if any, outstanding after the issuance of such Demand Securities and (B) all other Demand Securities issued prior to such time) shall not exceed the Total Cap (it being understood that any floating interest rates and/or yields included in any of the foregoing calculations shall be determined by the Take-Out Banks in consultation with Borrower, with original issue discount considered yield for the purpose of this clause and determined in accordance with customary market convention for high yield securities), (ii) the maturitiesin the case of any Demand Securities issued pursuant to clause (II) above, the maturity maturities thereof shall be not earlier than February 1, 2019 unless the Borrower so elects,2019elects, the non-call periodsperiod periods with respect thereto shall not be more than four yearsend on August 1, 2015 and the redemption price at the expiration of such non-call period shall be par plus 50% of the coupon, declining to par plus 25% of the coupon on August 1, 2016 and further declining to par on August 1, 2017 and years and (iii) such Demand Securities shall be issued at a price to the Borrower equal to or greater than 98% of the principal amount of such Demand Securities (exclusive of any underwriting fees)), the Borrower will accept such Securities Demand and cause the Borrower to issue the Demand Securities, it being understood and agreed that (A) the applicable Take-Out Bank(s) and the Borrower shall mutually determine whether such Demand Securities will be issued through a registered public offering or a private placement with customary registration rights, (B) any such issuance shall be pursuant to an indenture and related documents all in form consistent with the Applicable Bond Standard with such modifications as are consistent with the provisions of this Section 6.16 or otherwise mutually determined by the participating Take-Out Bank(s) and the Borrower in light of then prevailing market conditions, (C) no Demand Securities will be required to be issued prior to the Closing Date, (D) the guarantee and any collateral structure shall be no more restrictive than that provided under the Applicable Bond Standard and (E) such Securities Demand shall only be permitted after completion of a customary roadshow (or after Borrower has been provided an opportunity to have such a roadshow) and if a majority in aggregate principal amount of the Demand Securities is to be sold or immediately resold to bona fide investors that are neither a Take-Out Bank, nor investors affiliated with the Take-Out Bank (other than asset management affiliates purchasing the Demand Securities in the ordinary course of their business as part of a regular distribution of the Demand Securities (“Asset Management Affiliates”)). (b) As long as any Demand Securities are held by any Take-Out Bank or any affiliate of a Take-Out Bank (other than asset management affiliates purchasing the Demand Securities in the ordinary course of business and excluding Demand Securities acquired pursuant to bona fide open market purchases from third parties or market making activities), the Demand Securities held by such Take-Out Bank and its affiliates shall be optionally redeemable at any time by the Borrower at 100% of the principal amount thereof, plus accrued and unpaid interest. (c) The Borrower will use commercially reasonable efforts to, within 20 days of receipt of a Securities Demand (but in no event earlier than the 60th day after the Closing Date), do the following: (1) provide as many copies as reasonably requested to the Take-Out Banks of a customary prospectus or offering memorandum, as applicable ( the “Offering Document”) for such Demand Securities which shall include or incorporate by reference information regarding the Borrower and its subsidiaries of the type customarily included in public offerings or private placements under Rule 144A of the Securities Act, as applicable, including financial statements, pro forma financial statements, business and other financial data of the type required in a registered offering by Regulation S-X and Regulation S-K under the Securities Act (in the case of a private placement, other than Rule 3-16 of Regulation S-X and subject to exceptions customary for private placements pursuant to Rule 144A promulgated under the Securities Act) or that would be necessary for the Takeout Banks to receive customary (for high yield debt securities) “comfort” (including “negative assurance” comfort) from independent accountants in connection with the offering of the Demand Securities (all such information so furnished being the “Cooperation Information”), and in the case of the annual financial statements, the auditors’ reports thereon; (2) In the case of a registered offering of Demand Securities, prepare a registration statement under the Securities Act with respect to such Demand Securities, including a registration statement covering market making activities of the Take-Out Banks to the extent necessary and in the case of any private placement of Demand Securities, prepare an exchange offer or shelf registration statement (each a “Registration Statement”) and if such Registration Statement is filed, the Borrower agrees to use commercially reasonable efforts to cause such Registration Statement to become effective as soon as practicable thereafter; (3) Assist the Take-Out Banks in a timely completion of the offering of the Demand Securities, upon the Take-Out Bank’s reasonable request, to make Borrower’s and its Subsidiaries’ senior officers and representatives available to the Take-Out Banks in connection with the offering of the Demand Securities, including making them available to assist in the preparation of one or more offering documents (including assistance in obtaining industry data) or ratings agency presentations, to participate in due diligence sessions, rating agency presentations and to participate in one or more roadshows to market the Demand Securities; (4) notify the Take-Out Banks promptly of all developments materially affecting it, the Target or the Demand Securities or the accuracy of the Cooperation Information. The Borrower agrees to update the Cooperation Information and the offering document at the reasonable request of the Take-Out Banks to facilitate a Take-Out Financing. The Borrower acknowledges that the Take-Out Banks may rely, without independent verification, upon the accuracy and completeness of the Cooperation Information and the Offering Document and that the Take-Out Banks do not assume responsibility therefor. (d) The Take-Out Banks may at any time require the Borrower (or, if reasonably so specified by the Take-Out Banks, an affiliate of the Borrower) to execute a purchase agreement providing for the issuance of the Permanent Securities contemplated hereby substantially in the form of the Applicable Bond Standard, modified as appropriate to reflect the terms of the transactions contemplated thereby and providing for the delivery of an indenture and a registration rights agreement substantially in the form of the indenture and registration rights agreements related to the Applicable Bond Standard, modified as appropriate to reflect the terms of the transactions contemplated thereby. (e) It is understood and agreed that the failure to issue any Demand Securities pursuant to a Securities Demand in accordance with the provisions hereof will constitute a “Demand Failure Event” and that, upon the occurrence of a Demand Failure Event, (a) the interest rate on the Loans shall automatically increase to the Total Cap as provided in Section 2.08(a)(i) hereof, (b) the Loans will immediately and automatically be subject to the call protection of the Exchange Notes as provided in Section 2.05(a)(ii) hereof, (c) the Bridge Conversion Fee (as defined in the Fee Letter) shall become immediately due and payable, and (d) no consent of the Borrower shall be required for the assignment of Loans as provided in Section 10.06(b)(iii)(A) hereof. (f) For the avoidance of doubt, (i) the Take-Out Banks may reoffer the Demand Securities to investors at any price below or above the proceeds to the issuer and (ii) any adverse tax consequences shall not be a basis for the failure to comply with the covenant herein.

Securities Demand. (a) If at Each of the Borrower and the Joint Lead Arrangers (as applicable) shall comply with the provisions set forth under the heading “Securities Demand” in the Fee Letter (subject to the limitations and exceptions set forth therein); provided that the documentation for the Demand Securities shall be consistent with the Description of Senior Unsecured Exchange Notes. (b) Subject to and not limiting the provisions set forth under the heading “Securities Demand” in the Fee Letter, the Borrower shall (i) promptly, but in any time event no later than 5 Business Days after the delivery of a Securities Demand, use commercially reasonable efforts to deliver to the Joint Lead Arrangers all Offering Information and an Offering Document and use commercially reasonable efforts to update such Offering Document from time to time (but not more than three times) from and after the Closing Date and prior to reflect material changes or developments with respect to the Initial Maturity DateBorrower and its Subsidiaries, one or more Take-Out Banks make a proposal and the Initial Lenders holding a majority of the aggregate principal amount of outstanding Initial Loan Commitments or Initial Loans, as applicable, provide a notice (a “Securities Demand”ii) use commercially reasonable efforts to Borrower arrange for the offering delivery (x) of Permanent Securitiesan opinion and negative assurance letter by Xxxxxx & Xxxxxxx LLP, then at the option of special counsel to the Borrower, such Permanent Securities shall be (I) and, if applicable and customary for offerings of this type, of an opinion by local counsel for each of the applicable guarantors, in the form of Additional Notes (as defined in the Senior Secured Notes Indenture as in effect on the Effective Date) under the Senior Secured Notes Indenture (provided that in order for the Borrower to elect the issuance of such Additional Noteseach case, the Borrower must agree to enter into a registration rights agreement in form and substance substantially similar to the registration rights agreement applicable to consistent with such documentation delivered in respect of the Senior Secured Notes providing Term Loan Agreement (as modified for an unsecured notes offering) and (y) such further certificates and documents as the issuance of exchange notes that are fungible applicable Lenders may reasonably request, (iii) cooperate with any customary due diligence review conducted by the Senior Secured Notes following the completion of an exchange offer) or (II) on terms Lenders and conditionstheir counsel, including ranking (including, without limitation, collateral)providing information and making available documents and senior corporate officers, interest rates, yields and redemption pricesduring normal business hours, as are necessary or appropriate in light of the prevailing market conditions, all as Lenders may reasonably determined by such Take-Out Bank(s), in consultation with the Borrower, and consistent with the Applicable Bond Standard (such securities issued pursuant request from time to clause (I) or (II) above, “Demand Securities,” and such offering of Demand Securities, a “Take-Out Financing”) (provided that (i) the aggregate weighted average yield thereof (together with (A) all Loans, if any, outstanding after the issuance of such Demand Securities and (B) all other Demand Securities issued prior to such time) shall not exceed the Total Cap (it being understood that any floating interest rates and/or yields included in any of the foregoing calculations shall be determined by the Take-Out Banks in consultation with Borrower, with original issue discount considered yield for the purpose of this clause and determined in accordance with customary market convention for high yield securities), (iiiv) the maturitiesin the case of any Demand Securities issued pursuant to clause (II) above, the maturity thereof shall be not earlier than February 1, 2019 unless the Borrower so elects,2019, the non-call periodsperiod with respect thereto shall not be more than four yearsend on August 1, 2015 and the redemption price at the expiration of such non-call period shall be par plus 50% of the coupon, declining to par plus 25% of the coupon on August 1, 2016 and further declining to par on August 1, 2017 and and (iii) such Demand Securities shall be issued at a price to the Borrower equal to or greater than 98% of the principal amount of such Demand Securities (exclusive of any underwriting fees)), the Borrower will accept such Securities Demand and cause the Borrower to issue the Demand Securities, it being understood and agreed that (A) the applicable Take-Out Bank(s) and the Borrower shall mutually determine whether such Demand Securities will be issued through a registered public offering or a private placement with customary registration rights, (B) any such issuance shall be pursuant to an indenture and related documents all in form consistent with the Applicable Bond Standard with such modifications as are consistent with the provisions of this Section 6.16 or otherwise mutually determined by the participating Take-Out Bank(s) and the Borrower in light of then prevailing market conditions, (C) no Demand Securities will be required to be issued prior to the Closing Date, (D) the guarantee and any collateral structure shall be no more restrictive than that provided under the Applicable Bond Standard and (E) such Securities Demand shall only be permitted after completion of a customary roadshow (or after Borrower has been provided an opportunity to have such a roadshow) and if a majority in aggregate principal amount of the Demand Securities is to be sold or immediately resold to bona fide investors that are neither a Take-Out Bank, nor investors affiliated with the Take-Out Bank (other than asset management affiliates purchasing the Demand Securities in the ordinary course of their business as part of a regular distribution of the Demand Securities (“Asset Management Affiliates”)). (b) As long as any Demand Securities are held by any Take-Out Bank or any affiliate of a Take-Out Bank (other than asset management affiliates purchasing the Demand Securities in the ordinary course of business and excluding Demand Securities acquired pursuant to bona fide open market purchases from third parties or market making activities), the Demand Securities held by such Take-Out Bank and its affiliates shall be optionally redeemable at any time by the Borrower at 100% of the principal amount thereof, plus accrued and unpaid interest. (c) The Borrower will use commercially reasonable efforts to, within 20 days of receipt of a Securities Demand (but in no event earlier than the 60th day after the Closing Date), do the following: (1) provide as many copies as reasonably requested to the Take-Out Banks of a customary prospectus or offering memorandum, as applicable ( the “Offering Document”) for such Demand Securities which shall include or incorporate by reference information regarding the Borrower and its subsidiaries of the type customarily included in public offerings or private placements under Rule 144A of the Securities Act, as applicable, including financial statements, pro forma financial statements, business and other financial data of the type required in a registered offering by Regulation S-X and Regulation S-K under the Securities Act (in the case of a private placement, other than Rule 3-16 of Regulation S-X and subject to exceptions customary for private placements pursuant to Rule 144A promulgated under the Securities Act) or that would be necessary for the Takeout Banks to receive customary (for high yield debt securities) “comfort” (including “negative assurance” comfort) from independent accountants in connection with the offering of the Demand Securities (all such information so furnished being the “Cooperation Information”), and in the case of the annual financial statements, the auditors’ reports thereon; (2) In the case of a registered offering of Demand Securities, prepare a registration statement under the Securities Act with respect to such Demand Securities, including a registration statement covering market making activities of the Take-Out Banks to the extent necessary and in the case of any private placement of Demand Securities, prepare an exchange offer or shelf registration statement (each a “Registration Statement”) and if such Registration Statement is filed, the Borrower agrees to use commercially reasonable efforts to cause such Registration Statement to become effective as soon as practicable thereafter; procure a public rating (3but not any specific rating) Assist the Take-Out Banks in a timely completion of the offering respect of the Demand Securities, upon Securities from each of S&P and Xxxxx’x and (v) cooperate in assisting the Take-Out Bank’s reasonable request, to make Borrower’s and its Subsidiaries’ senior officers and representatives available to the Take-Out Investment Banks in connection with the offering of the Demand Securities, including making them available to assist in the preparation of one or more offering documents (including assistance in obtaining industry data) or ratings agency presentations, to participate in due diligence sessions, rating agency presentations and to participate in one or more roadshows to market the Demand Securities; (4) notify the Take-Out Banks promptly of all developments materially affecting it, the Target or the Demand Securities or the accuracy of the Cooperation Information. The Borrower agrees to update the Cooperation Information and the offering document at the reasonable request of the Take-Out Banks to facilitate a Take-Out Financing. The Borrower acknowledges that the Take-Out Banks may rely, without independent verification, upon the accuracy and completeness of the Cooperation Information and the Offering Document and that the Take-Out Banks do not assume responsibility therefor. (d) The Take-Out Banks may at any time require the Borrower (or, if reasonably so specified by the Take-Out Banks, an affiliate of the Borrower) to execute a purchase agreement providing for the issuance of the Permanent Securities contemplated hereby substantially in the form of the Applicable Bond Standard, modified as appropriate to reflect the terms of the transactions contemplated thereby and providing for the delivery of an indenture and a registration rights agreement substantially in the form of the indenture and registration rights agreements related to the Applicable Bond Standard, modified as appropriate to reflect the terms of the transactions contemplated thereby. (e) It is understood and agreed that the failure to issue any Demand Securities pursuant to a Securities Demand in accordance with the provisions hereof will constitute a “Demand Failure Event” and that, upon the occurrence of a Demand Failure Event, (a) the interest rate on the Loans shall automatically increase to the Total Cap as provided in Section 2.08(a)(i) hereof, (b) the Loans will immediately and automatically be subject to the call protection of the Exchange Notes as provided in Section 2.05(a)(ii) hereof, (c) the Bridge Conversion Fee (as defined in the Fee Letter) shall become immediately due and payable, and (d) no consent with a customary “high-yield road show” relating to the Demand Securities. The Borrower further agrees to notify the Investment Banks promptly of the Borrower shall be required for the assignment all developments materially affecting any ongoing offering of Loans as provided in Section 10.06(b)(iii)(A) hereof. (f) For the avoidance of doubt, (i) the Take-Out Banks may reoffer the Demand Securities and to investors at promptly update the Offering Document for any price below or above such developments. In addition, if the proceeds most recent financial statements delivered by the Borrower pursuant to Section 5.01 have a balance sheet date more than 134 days old, the period for delivering a Securities Demand pursuant to the issuer Fee Letter shall be extended by the aggregate number of days until such time as the Borrower delivers updated financial statements with a balance sheet date less than 135 days old and, if applicable, corresponding pro forma financial statements as of and (ii) any adverse tax consequences shall not be a basis for the related fiscal period. Notwithstanding anything herein to the contrary, the failure to comply with the covenant hereinprovisions of this Section 5.19 will result in a Demand Failure Event and not result in a default or an Event of Default.

Securities Demand. In the event that on the Maturity Date, (a) If at any time and from time to time (but not more than three times) from and after the Closing Date and prior all conditions to the Initial Maturity consummation of the Acquisition (as set forth in the Merger Agreement) shall have been satisfied or waived, (b) all conditions to any senior secured credit facilities to be obtained by the Guarantor in connection with the Acquisition shall have been satisfied or waived, (c) any Sponsor shall have failed to satisfy their commitments under the Sponsor Commitment Letter despite all conditions thereto having been satisfied or waived and (d) all the Loans have not as of such date been indefeasibly paid in full in cash (in any such case, a “Trigger Date”), (i) the Guarantor will engage one or more Takeinvestment banks (collectively, the “Investment Banks”) reasonably satisfactory to the Lenders to purchase, and subsequently sell in a public sale or private placement, cash-Out Banks make a proposal and pay, pay-in-kind, discount or other debt securities of the Initial Lenders holding a majority of Guarantor (the “Securities”) that will provide gross proceeds in an aggregate amount specified by the Guarantor but not to exceed the aggregate principal amount of outstanding Initial Loan Commitments or Initial Loansthe Loans that have not been repaid in cash, which gross proceeds shall be used to pay a portion of the consideration payable in the Acquisition and (ii) the amounts deposited in the Blocked Account shall be used to indefeasibly pay in full in cash all the Obligations (which repayment shall, as applicableset forth in Section 9(c) hereof, provide a satisfy the Guarantor’s obligations under the Convertible Notes Documents to pay the redemption price in respect of the Convertible Notes and the Warrants (unless the Warrants expired or were otherwise terminated prior to such time) to the extent that such repayment is in an amount equal to the aggregate redemption price of the Convertible Notes and the Warrants, if any, required to be paid pursuant to Section 3.06 of the Indenture and the terms of the Warrants and otherwise pays in full all of the Obligations). The Guarantor further agrees, subject to the remainder of this paragraph, to take actions commercially reasonably necessary so that the Investment Banks can place the Securities. Upon notice by the lead Investment Bank (a “Securities Demand”) to Borrower for the offering of Permanent Securities, then delivered at the option direction of the BorrowerGuarantor, on or after the Trigger Date, the Guarantor will cause the issuance and sale of the Securities upon such Permanent Securities shall be (I) terms and conditions as specified by the Investment Banks in the form of Additional Notes (as defined in the Senior Secured Notes Indenture as in effect on the Effective Date) under the Senior Secured Notes Indenture (provided that in order for the Borrower to elect the issuance of such Additional NotesSecurities Demand, the Borrower must agree to enter into a registration rights agreement in form and substance substantially similar to the registration rights agreement applicable to the Senior Secured Notes providing for the issuance of exchange notes that are fungible with the Senior Secured Notes following the completion of an exchange offer) or (II) on terms and conditions, including ranking (including, without limitation, collateral), interest rates, yields and redemption prices, as are necessary or appropriate in light of the prevailing market conditions, all as reasonably determined by such Take-Out Bank(s), in consultation with the Borrower, and consistent with the Applicable Bond Standard (such securities issued pursuant to clause (I) or (II) above, “Demand Securities,” and such offering of Demand Securities, a “Take-Out Financing”) (provided that (ia) the aggregate weighted average yield thereof interest, dividend or discount rate (together with (Awhether floating or fixed) all Loans, if any, outstanding after the issuance of such Demand Securities and (B) all other Demand Securities issued prior to such time) shall not exceed the Total Cap (it being understood that any floating interest rates and/or yields included in any of the foregoing calculations issue price shall be determined by the Take-Out Investment Banks in consultation with Borrowerlight of the then-prevailing market conditions, with original issue discount considered but in no event shall (i) the weighted average effective yield for of the purpose of this clause and determined in accordance with customary market convention for high yield securities), Securities exceed the then-prevailing Adjusted LIBO Rate plus 6.25% prior to the date that is 60 days after the Trigger Date (or the then-prevailing Adjusted LIBO Rate plus 7.00% thereafter) or (ii) the maturitiesin the case of any Demand Securities issued pursuant to clause (II) above, the maturity thereof shall be not earlier than February 1, 2019 unless the Borrower so elects,2019, the nonweighted average cash-call periodsperiod with respect thereto shall not be more than four yearsend on August 1, 2015 and the redemption price at the expiration of such non-call period shall be par plus 50% pay yield of the coupon, declining to par Securities exceed the then-prevailing Adjusted LIBO Rate plus 255.25% of the coupon on August 1, 2016 and further declining to par on August 1, 2017 and and (iii) such Demand Securities shall be issued at a price to the Borrower equal to or greater than 98% of the principal amount of such Demand Securities (exclusive of any underwriting fees)), the Borrower will accept such Securities Demand and cause the Borrower to issue the Demand Securities, it being understood and agreed that (A) the applicable Take-Out Bank(s) and the Borrower shall mutually determine whether such Demand Securities will be issued through a registered public offering or a private placement with customary registration rights, (B) any such issuance shall be pursuant to an indenture and related documents all in form consistent with the Applicable Bond Standard with such modifications as are consistent with the provisions of this Section 6.16 or otherwise mutually determined by the participating Take-Out Bank(s) and the Borrower in light of then prevailing market conditions, (C) no Demand Securities will be required to be issued prior to the Closing Date, (D) date that is 60 days after the guarantee and any collateral structure shall be no more restrictive than that provided under the Applicable Bond Standard and (E) such Securities Demand shall only be permitted after completion of a customary roadshow Trigger Date (or after Borrower has been provided an opportunity to have such a roadshow) and if a majority in aggregate principal amount of the Demand Securities is to be sold or immediately resold to bona fide investors that are neither a Takethen-Out Bank, nor investors affiliated with the Take-Out Bank (other than asset management affiliates purchasing the Demand Securities in the ordinary course of their business as part of a regular distribution of the Demand Securities (“Asset Management Affiliates”prevailing Adjusted LIBO Rate plus 6.00% thereafter)). (b) As long as any Demand Securities are held by any Take-Out Bank or any affiliate of a Take-Out Bank (other than asset management affiliates purchasing the Demand Securities in the ordinary course of business and excluding Demand Securities acquired pursuant to bona fide open market purchases from third parties or market making activities), the Demand Securities held by such Take-Out Bank and its affiliates shall be optionally redeemable at any time by the Borrower at 100% of the principal amount thereof, plus accrued and unpaid interest. (c) The Borrower will use commercially reasonable efforts to, within 20 days of receipt of a Securities Demand (but in no event earlier than the 60th day after the Closing Date), do the following: (1) provide as many copies as reasonably requested to the Take-Out Banks of a customary prospectus or offering memorandum, as applicable ( the “Offering Document”) for such Demand Securities which shall include or incorporate by reference information regarding the Borrower and its subsidiaries of the type customarily included in public offerings or private placements under Rule 144A of the Securities Act, as applicable, including financial statements, pro forma financial statements, business and other financial data of the type required in a registered offering by Regulation S-X and Regulation S-K under the Securities Act (in the case of a private placement, other than Rule 3-16 of Regulation S-X and subject to exceptions customary for private placements pursuant to Rule 144A promulgated under the Securities Act) or that would be necessary for the Takeout Banks to receive customary (for high yield debt securities) “comfort” (including “negative assurance” comfort) from independent accountants in connection with the offering of the Demand Securities (all such information so furnished being the “Cooperation Information”), and in the case of the annual financial statements, the auditors’ reports thereon; (2) In the case of a registered offering of Demand Securities, prepare a registration statement under the Securities Act with respect to such Demand Securities, including a registration statement covering market making activities of the Take-Out Banks to the extent necessary and in the case of any private placement of Demand Securities, prepare an exchange offer or shelf registration statement (each a “Registration Statement”) and if such Registration Statement is filed, the Borrower agrees to use commercially reasonable efforts to cause such Registration Statement to become effective as soon as practicable thereafter; (3) Assist the Take-Out Banks in a timely completion of the offering of the Demand Securities, upon the Take-Out Bank’s reasonable request, to make Borrower’s and its Subsidiaries’ senior officers and representatives available to the Take-Out Banks in connection with the offering of the Demand Securities, including making them available to assist in the preparation of one or more offering documents (including assistance in obtaining industry data) or ratings agency presentations, to participate in due diligence sessions, rating agency presentations and to participate in one or more roadshows to market the Demand Securities; (4) notify the Take-Out Banks promptly of all developments materially affecting it, the Target or the Demand Securities or the accuracy of the Cooperation Information. The Borrower agrees to update the Cooperation Information and the offering document at the reasonable request of the Take-Out Banks to facilitate a Take-Out Financing. The Borrower acknowledges that the Take-Out Banks may rely, without independent verification, upon the accuracy and completeness of the Cooperation Information and the Offering Document and that the Take-Out Banks do not assume responsibility therefor. (d) The Take-Out Banks may at any time require the Borrower (or, if reasonably so specified by the Take-Out Banks, an affiliate of the Borrower) to execute a purchase agreement providing for the issuance of the Permanent Securities contemplated hereby substantially in the form of the Applicable Bond Standard, modified as appropriate to reflect the terms of the transactions contemplated thereby and providing for the delivery of an indenture and a registration rights agreement substantially in the form of the indenture and registration rights agreements related to the Applicable Bond Standard, modified as appropriate to reflect the terms of the transactions contemplated thereby. (e) It is understood and agreed that the failure to issue any Demand Securities pursuant to a Securities Demand in accordance with the provisions hereof will constitute a “Demand Failure Event” and that, upon the occurrence of a Demand Failure Event, (a) the interest rate on the Loans shall automatically increase to the Total Cap as provided in Section 2.08(a)(i) hereof, (b) the Loans will immediately and automatically maturity of any Securities shall not be subject to earlier than the call protection date that is one year after the maturity of the Exchange Notes as provided in Section 2.05(a)(ii) hereofTerm Loan Facility of the Senior Facilities, (c) the Bridge Conversion Fee (as defined Securities shall be issued pursuant to indentures or other governing documents in the Fee Letter) form negotiated by the Guarantor and the Investment Banks that shall become immediately due contain such terms, conditions and payable, covenants as are typical and customary for similar financings and as are reasonably satisfactory in all respects to the Investment Banks and their counsel and (d) no consent all other arrangements with respect to the Securities shall be reasonably satisfactory in all respects to the Investment Banks in light of the Borrower shall be required for the assignment of Loans as provided in Section 10.06(b)(iii)(A) hereofthen-prevailing market conditions. (f) For the avoidance of doubt, (i) the Take-Out Banks may reoffer the Demand Securities to investors at any price below or above the proceeds to the issuer and (ii) any adverse tax consequences shall not be a basis for the failure to comply with the covenant herein.

Securities Demand. (a) If at any time and Upon a request (each, a “Securities Demand”) of the Arrangers from time to time (but not more than three times) from and at any time on or after the Closing Date date hereof, the Borrower shall (or, if so specified by the Arrangers, will cause another affiliate of the Borrower to) issue, in one or more issuances, Permanent Securities in such amounts as will generate gross proceeds in any such issuance of an amount at least equal to the lesser of (x) $175 million and (y) an amount sufficient to repay all outstanding amounts under this Agreement (subject to the terms of the Fee Letter) and all related fees and expenses; provided that at such time as the amount of gross proceeds of Permanent Securities requested by the Arrangers to be issued pursuant to this Section 6.23 equals $250 million, the Borrower shall take, or cause to be taken, all actions necessary to create a valid and enforceable second priority Lien on and security interest in the Collateral for the benefit of the Lenders; provided that the Borrower shall not be required to have such actions completed prior to the Initial Maturity Collateral Condition Date. The Permanent Securities shall have such form, term, yield, guarantees, covenants, default and provisions and other terms as are customary for securities of the type issued and may be issued in one or more Taketranches, all as determined by the Arrangers in their sole discretion; provided that (A) such Permanent Securities (x) shall be non-Out Banks make callable for no more than four years from the Funding Date, (y) shall mature no later than six years from the Funding Date and (z) for the avoidance of doubt, may be secured on a proposal second-lien basis by the Collateral securing the Obligations under the Bank Loan Agreement and (B) the Initial Lenders holding weighted average yield to the Borrower on the Permanent Securities shall not exceed the rate set forth on Schedule 6.23. Any Permanent Securities issued and sold prior to the six-month anniversary of the Funding Date shall include a majority distribution to third party investors by the Arrangers of at least 50% of the aggregate principal amount of outstanding Initial Loan Commitments or Initial Loans, as applicable, provide a notice (a “Securities Demand”) to Borrower for the offering of Permanent Securities, then at the option of the Borrower, such Permanent Securities shall be (I) in the form issued on each such date of Additional Notes (as defined in the Senior Secured Notes Indenture as in effect on the Effective Date) under the Senior Secured Notes Indenture (provided that in order for the Borrower to elect the issuance of such Additional Notes, the Borrower must agree to enter into a registration rights agreement in form and substance substantially similar to the registration rights agreement applicable to the Senior Secured Notes providing for the issuance of exchange notes that are fungible with the Senior Secured Notes following the completion of an exchange offer) or (II) on terms and conditions, including ranking (including, without limitation, collateral), interest rates, yields and redemption prices, as are necessary or appropriate in light of the prevailing market conditions, all as reasonably determined by such Take-Out Bank(s), in consultation with the Borrower, and consistent with the Applicable Bond Standard (such securities issued pursuant to clause (I) or (II) above, “Demand Securities,” and such offering of Demand Securities, a “Take-Out Financing”) (provided that (i) the aggregate weighted average yield thereof (together with (A) all Loans, if any, outstanding after the issuance of such Demand Securities and (B) all other Demand Securities issued prior to such time) shall not exceed the Total Cap (it being understood that any floating interest rates and/or yields included in any of the foregoing calculations shall be determined by the Take-Out Banks in consultation with Borrower, with original issue discount considered yield for the purpose of this clause and determined in accordance with customary market convention for high yield securities), (ii) the maturitiesin the case of any Demand Securities issued pursuant to clause (II) above, the maturity thereof shall be not earlier than February 1, 2019 unless the Borrower so elects,2019, the non-call periodsperiod with respect thereto shall not be more than four yearsend on August 1, 2015 and the redemption price at the expiration of such non-call period shall be par plus 50% of the coupon, declining to par plus 25% of the coupon on August 1, 2016 and further declining to par on August 1, 2017 and and (iii) such Demand Securities shall be issued at a price to the Borrower equal to or greater than 98% of the principal amount of such Demand Securities (exclusive of any underwriting fees)), the Borrower will accept such Securities Demand and cause the Borrower to issue the Demand Securities, it being understood and agreed that (A) the applicable Take-Out Bank(s) and the Borrower shall mutually determine whether such Demand Securities will be issued through a registered public offering or a private placement with customary registration rights, (B) any such issuance shall be pursuant to an indenture and related documents all in form consistent with the Applicable Bond Standard with such modifications as are consistent with the provisions of this Section 6.16 or otherwise mutually determined by the participating Take-Out Bank(s) and the Borrower in light of then prevailing market conditions, (C) no Demand Securities will be required to be issued prior to the Closing Date, (D) the guarantee and any collateral structure shall be no more restrictive than that provided under the Applicable Bond Standard and (E) such Securities Demand shall only be permitted after completion of a customary roadshow (or after Borrower has been provided an opportunity to have such a roadshow) and if a majority in aggregate principal amount of the Demand Securities is to be sold or immediately resold to bona fide investors that are neither a Take-Out Bank, nor investors affiliated with the Take-Out Bank (other than asset management affiliates purchasing the Demand Securities in the ordinary course of their business as part of a regular distribution of the Demand Securities (“Asset Management Affiliates”))issuance. (b) As long as any Demand Securities are held by any Take-Out Bank or any affiliate of a Take-Out Bank (other than asset management affiliates purchasing the Demand Securities in the ordinary course of business and excluding Demand Securities acquired pursuant to bona fide open market purchases from third parties or market making activities), the Demand Securities held by such Take-Out Bank and its affiliates shall be optionally redeemable at any time by the Borrower at 100% of the principal amount thereof, plus accrued and unpaid interest. (c) The Borrower will use commercially their reasonable best efforts to, within 20 10 days of receipt of a Securities Demand any such request as set forth in clause (but a) above (and shall, in no event earlier than the 60th day after the Closing Dateany event, within 15 days), do all things required in the opinion of the Arrangers, in their sole discretion, in connection with the issuance and sale of any Permanent Securities and in any event including (without limitation), the following: (1i) provide as many copies as reasonably requested the Borrower shall complete and make available to the Take-Out Banks Arrangers and potential investors copies of a customary prospectus or an offering memorandummemorandum for the offer and sale of the Permanent Securities pursuant to Rule 144A of the rules and regulations under the Securities Act containing such disclosures as may be required by applicable laws, as applicable ( the “Offering Document”) are customary and appropriate for such Demand Securities which shall include a document or incorporate as may be required by reference information regarding the Arrangers (including all audited, pro forma and other financial statements and schedules of the Borrower and its subsidiaries of the type customarily included in public offerings or private placements under Rule 144A of the Securities Act, as applicable, including financial statements, pro forma financial statements, business and other financial data of the type that would be required in a registered offering by Regulation S-X and Regulation S-K under the Securities Act (in the case of a private placement, other than Rule 3-16 of Regulation S-X and subject to exceptions customary for private placements pursuant to Rule 144A promulgated under the Securities Act) or that would be necessary for the Takeout Banks to receive customary (for high yield debt securities) “comfort” (including “negative assurance” comfort) from independent accountants in connection with the public offering of the Demand Permanent Securities (all such information so furnished being the “Cooperation Information”), on Form S-1 and in the case of the annual financial statements, the auditors’ reports thereon; (2) In the case of a registered offering of Demand Securities, prepare a registration statement under the Securities Act with respect to such Demand Securities, including a registration statement covering market making activities of the Take-Out Banks to the extent necessary and in the case of any private placement of Demand Securities, prepare an exchange offer or shelf registration statement (each a “Registration Statement”) and if such Registration Statement is filed, the Borrower agrees to use commercially reasonable efforts to cause such Registration Statement deliver a customary “comfort letter” from the independent public accountants for the Borrower in form and substance satisfactory to become effective as soon as practicable thereafterthe Arrangers); (3ii) Assist the Take-Out Banks in a timely completion senior management of the offering Borrower and its subsidiaries (and of the Demand Securities, upon the Take-Out Bank’s reasonable request, to make Borrower’s Acquired Business and its Subsidiaries’ senior officers and representatives subsidiaries) shall make themselves available (subject to the Take-Out Banks in connection with the offering of the Demand Securities, including making them available to assist in the preparation of one or more offering documents (including assistance in obtaining industry datareasonable notice and scheduling) or ratings agency presentations, to participate in for due diligence sessionsdiligence, rating agency presentations and to participate a road show and other meetings with potential investors for the Permanent Securities as required by the Arrangers in one or more roadshows their reasonable judgment to market the Demand Permanent Securities;, and (4iii) notify the Take-Out Banks promptly Borrower shall obtain a rating for the Permanent Securities from each of all developments materially affecting it, the Target or the Demand Securities or the accuracy of the Cooperation Information. The Borrower agrees to update the Cooperation Information Xxxxx’x and the offering document at the reasonable request of the Take-Out Banks to facilitate a Take-Out Financing. The Borrower acknowledges that the Take-Out Banks may rely, without independent verification, upon the accuracy and completeness of the Cooperation Information and the Offering Document and that the Take-Out Banks do not assume responsibility therefor.S&P. (dc) The Take-Out Banks Arrangers may at any time require the Borrower to (or, if reasonably so specified by the Take-Out BanksArrangers, the Borrower shall cause an affiliate of the BorrowerBorrower to) to execute a an underwriting or purchase agreement providing for the issuance of the Permanent Securities contemplated hereby substantially in the form of the Applicable Bond StandardBanc of America Securities LLC’s standard underwriting or purchase agreement, modified as appropriate to reflect the terms of the transactions contemplated thereby and containing such terms, covenants, conditions, representations, warranties and indemnities as are customary in similar transactions and providing for the delivery of an indenture and a security, registration rights agreement and related agreements substantially in the form of the indenture Banc of America Securities LLC’s standard indentures and security, registration rights agreements and related agreements, legal opinions, comfort letters and officers’ certificates, all in form and substance reasonably satisfactory to the Applicable Bond StandardArrangers and their counsel, modified as well as such other terms and conditions as the Arrangers and their counsel may consider appropriate in light of then prevailing market conditions applicable to reflect the terms similar financings or in light of any aspect of the transactions contemplated thereby. (e) It is understood hereby that requires such other terms or conditions. Without limiting the generality of the foregoing, the Borrower represents and agreed warrants that the offering memorandum for the Permanent Securities will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances in which they are made, not misleading. In the event of a failure by the Borrower to issue any Demand Securities pursuant to comply with this Section 6.23 within 15 days after the delivery of a Securities Demand in accordance with securities demand by the provisions hereof will constitute a Arrangers (the “Demand Failure Event” and thatDate”), upon the occurrence of a Arrangers shall have the right to increase the interest rate with respect to the Loans on the Demand Failure Event, (a) Date such that the interest rate on the Loans shall automatically increase be increased to the Total Cap as provided in Section 2.08(a)(i) hereof, (b) the Loans will immediately and automatically be subject to the call protection of the Exchange Notes as provided in Section 2.05(a)(ii) hereof, (c) the Bridge Conversion Fee (as defined in the Fee Letter) shall become immediately due and payable, and Rate. (d) no consent of the Borrower shall be required The Arrangers may at any time and from time to time make a request for the assignment issuance of Permanent Securities to the Lenders to refinance the Loans as provided and to be resold by them at any time thereafter in accordance with the provisions of this Section 10.06(b)(iii)(A) hereof6.23. (fe) For the avoidance of doubt, (i) the Take-Out Banks Arrangers may reoffer the Demand Permanent Securities to potential investors at any price below or above the proceeds to received by the issuer and Borrower from the Arrangers for the Permanent Securities, (ii) any adverse tax consequences shall not be a basis for the failure to comply with this Section 6.23 and (iii) the covenant hereinyield payable by the Borrower on any Permanent Securities shall not include (x) any original issue discount arising from below par resales by the Arrangers or (y) the tax impact of any “cancellation of indebtedness” income; provided, however, that the Arrangers may not arrange for the sale of Permanent Securities to any holder of all or a portion of the Loans (or any Affiliate of such holder) to the extent the principal amount of such Permanent Securities issued to any such holder (or Affiliate thereof) are exchanged, directly or indirectly, for a larger principal amount of Loans held by such holder (or Affiliate thereof) without the written consent of the Borrower.

Securities Demand. (a) If Upon request (a “Request”) from the Arranger on no more than three occasions on or after the 90th day after the First Funding Date (such date, the “Demand Date”), the Borrower will take all actions necessary or desirable, so that the Arranger can, as soon as practicable after such Demand Date, publicly offer or privately place Take-Out Notes in an amount sufficient to repay in whole or in part the Bridge Loans. Upon notice by the Arranger (a “Take-Out Securities Notice”), at any time and from time to time (but not more than three times) from and after following the Closing Date and prior to the Initial Maturity Demand Date, one or more Take-Out Banks make a proposal and the Initial Lenders holding a majority of the aggregate principal amount of outstanding Initial Loan Commitments or Initial Loans, as applicable, provide a notice (a “Securities Demand”) to Borrower for the offering of Permanent Securities, then at the option of the Borrower, such Permanent Securities shall be (I) in the form of Additional Notes (as defined in the Senior Secured Notes Indenture as in effect on the Effective Date) under the Senior Secured Notes Indenture (provided that in order for the Borrower to elect the issuance of such Additional Notes, the Borrower must agree to enter into a registration rights agreement in form and substance substantially similar to the registration rights agreement applicable to the Senior Secured Notes providing for the issuance of exchange notes that are fungible with the Senior Secured Notes will, promptly following the completion of an exchange offer) or a customary “road show” (II) on terms and conditions, including ranking (including, without limitation, collateralif such “road show” is requested by the Arrangers), interest rates, yields issue and redemption prices, as are necessary or appropriate in light of the prevailing market conditions, all as reasonably determined by such sell Take-Out Bank(s), Notes in consultation with an amount sufficient to repay in whole or in part the Borrower, Bridge Loans upon such terms and consistent with conditions as specified in the Applicable Bond Standard (such securities issued pursuant to clause (I) or (II) above, “Demand Securities,” and such offering of Demand Securities, a “Take-Out Financing”) (provided Securities Notice; provided, however, that (i) the aggregate weighted average yield thereof (together with (A) all Loans, if any, outstanding after the issuance of such Demand Securities and (B) all other Demand Securities issued prior to such time) shall not exceed the Total Cap (it being understood that any floating interest rates and/or yields included in any of the foregoing calculations shall be determined by on the Take-Out Banks in consultation with Borrower, with original issue discount considered yield for the purpose of this clause and determined in accordance with customary market convention for high yield securities)Notes shall not exceed 11.00% per annum, (ii) the maturitiesin maturity of the case of any Demand Securities issued pursuant to clause (II) above, the maturity thereof shall be not earlier than February 1, 2019 unless the Borrower so elects,2019, the nonTake-call periodsperiod with respect thereto Out Notes shall not be more earlier than four yearsend on August 1, 2015 and six months after the redemption price at the expiration of such non-call period shall be par plus 50% final maturity of the coupon, declining to par plus 25% of loans and advances made under the coupon on August 1, 2016 and further declining to par on August 1, 2017 and Credit Agreement or the Tranche C Credit Agreement and (iii) such Demand Securities shall be issued at a price to the Borrower equal to or greater than 98% form, term, guarantees, covenants, default and other provisions and terms of the principal amount of such Demand Securities (exclusive of any underwriting fees)), the Borrower will accept such Securities Demand and cause the Borrower to issue the Demand Securities, it being understood and agreed that (A) the applicable Take-Out Bank(sNotes shall be customary for securities of the type issued for similar transactions (including customary exceptions and modifications) and the Borrower shall mutually determine whether such Demand Securities will may be issued through a registered public offering in one or a private placement with customary registration rightsmore tranches, (B) any such issuance shall be pursuant to an indenture and related documents all in form consistent with and substance reasonably satisfactory to the Applicable Bond Standard with such modifications as are consistent with the provisions of this Section 6.16 or otherwise mutually determined by the participating Take-Out Bank(s) Arranger and the Borrower in light of then prevailing market conditions, (C) no Demand Securities will be required . Nothing in this Section 5.03 shall limit the ability of the Borrower to be issued prior to refinance the Closing Date, (D) the guarantee and any collateral structure Bridge Loans by other means or shall be no more restrictive than deemed to imply that provided under the Applicable Bond Standard and (E) such Securities Demand shall only be permitted after completion of a customary roadshow (or after Borrower has been provided an opportunity made a determination to have such a roadshow) and if a majority in aggregate principal amount of the Demand Securities is to be sold or immediately resold to bona fide investors that are neither a Take-Out Bank, nor investors affiliated with issue the Take-Out Bank (other than asset management affiliates purchasing the Demand Securities in the ordinary course of their business as part of a regular distribution of the Demand Securities (“Asset Management Affiliates”))Notes. (b) As long as any Demand Securities are held by any TakeAt least 30 days (exclusive of the “Black-Out Bank or any affiliate of a Take-Out Bank (other than asset management affiliates purchasing out Day”) prior to the Demand Securities in the ordinary course of business and excluding Demand Securities acquired pursuant to bona fide open market purchases from third parties or market making activities)Date, the Demand Securities held by such Take-Out Bank and its affiliates Borrower shall be optionally redeemable at any time by the Borrower at 100% of the principal amount thereof, plus accrued and unpaid interest. (c) The Borrower will use commercially reasonable best efforts to, within 20 days of receipt of a Securities Demand to work with the Arranger to prepare (but in to be finalized no event earlier later than the 60th day after Demand Date) an offering memorandum relating to the Closing Date), do the following: (1) provide as many copies as reasonably requested to issuance of the Take-Out Banks Notes (which offering memorandum shall contain substantially all of the information required to be included in (or is otherwise customary and appropriate to be included in) an offering memorandum for an offer and sale pursuant to Rule 144A of the rules and regulations under the Securities Act of 1933 as amended, including, without limitation, audited, unaudited and pro forma financial statements of the Borrower customary for such transactions for the periods required of a customary registrant and such other information as may be reasonably requested by the Arranger, it being understood that financial statements and schedules will be prepared as soon as reasonably practicable). In addition, the Borrower covenants and agrees that beginning at least 30 days prior to the Demand Date, the Borrower shall use its commercially reasonable best efforts to assist the Arranger in marketing the Take-Out Notes to refinance the Bridge Loans, including, without limitation, preparing an offering memorandum or prospectus or offering memorandumrelating thereto that contains the information set forth above, as applicable ( the “Offering Document”) for such Demand Securities which shall include or incorporate by reference information regarding making senior management of the Borrower and its subsidiaries other representatives of the type customarily included Borrower available (at mutually agreeable times) to participate in public offerings or private placements under meetings with prospective investors and providing such information and assistance as the Arranger shall reasonably request during the course of such marketing process. In addition, the Borrower shall make available all financial information required to be available in order to offer and sell the Take-Out Notes pursuant to Rule 144A of the Securities Act, it being understood that financial statements and schedules will be prepared as applicablesoon as reasonably practicable. (c) The Lenders, including financial statementsthe Administrative Agent, pro forma financial statementsthe Arranger, business the Syndication Agent and other financial data the Joint Bookrunning Managers hereby agree that, notwithstanding anything else contained herein, during the Certain Funds Period, the full amount of the type required in a registered offering by Regulation S-X and Regulation S-K under the Securities Act (in the case of a private placement, other than Rule 3-16 of Regulation S-X and subject Commitments will be available to exceptions customary for private placements pursuant to Rule 144A promulgated under the Securities Act) or that would be necessary for the Takeout Banks to receive customary (for high yield debt securities) “comfort” (including “negative assurance” comfort) from independent accountants in connection with the offering of the Demand Securities (all such information so furnished being the “Cooperation Information”)borrowed, and in will only be reduced at such time(s) as the case Borrower receives the net proceeds of the annual financial statements, the auditors’ reports thereon; (2) In the case of a registered offering of Demand Securities, prepare a registration statement under the Securities Act with respect to such Demand Securities, including a registration statement covering market making activities issue of the Take-Out Banks to Notes, at which time(s) the extent necessary and in Commitments under this Agreement will be reduced by the case amount of any private placement of Demand Securities, prepare an exchange offer or shelf registration statement (each a “Registration Statement”) and if such Registration Statement is filed, the Borrower agrees to use commercially reasonable efforts to cause such Registration Statement to become effective as soon as practicable thereafter; (3) Assist the Take-Out Banks in a timely completion of Notes which are available unconditionally for the offering of the Demand Securities, upon the Take-Out Bank’s reasonable request, to make Borrower’s and its Subsidiaries’ senior officers and representatives available to the Take-Out Banks in connection with the offering of the Demand Securities, including making them available to assist in the preparation of one same purposes as Loans under this Agreement or more offering documents (including assistance in obtaining industry data) or ratings agency presentations, to participate in due diligence sessions, rating agency presentations and to participate in one or more roadshows to market the Demand Securities; (4) notify the Take-Out Banks promptly of all developments materially affecting it, the Target or the Demand Securities or the accuracy of the Cooperation Information. The Borrower agrees to update the Cooperation Information and the offering document at the reasonable request of the Take-Out Banks to facilitate a Take-Out Financing. The Borrower acknowledges that the Take-Out Banks may rely, without independent verification, upon the accuracy and completeness of the Cooperation Information and the Offering Document and that the Take-Out Banks do not assume responsibility thereforfor refinancing outstandings under this Agreement. (d) The Take-Out Banks may at Lenders, the Administrative Agent, the Arranger, the Syndication Agent and the Joint Bookrunning Managers acknowledge and agree that, notwithstanding anything else contained in this Section 5.03, that to the extent any time require Demand Date occurs during the Borrower (orCertain Funds Period, if reasonably so specified by all provisions relating to the Take-Out Banks, an affiliate Notes related thereto shall provide the same level of certainty of funding (including restrictions on acceleration and termination of commitments during the BorrowerCertain Funds Period) to execute a purchase agreement providing for the issuance of the Permanent Securities contemplated hereby substantially as are containing in the form of the Applicable Bond Standard, modified as appropriate to reflect the terms of the transactions contemplated thereby and providing for the delivery of an indenture and a registration rights agreement substantially in the form of the indenture and registration rights agreements related this Agreement with respect to the Applicable Bond Standard, modified as Bridge Loans and shall provide appropriate to reflect the terms protection in respect of the transactions contemplated therebyClean-up Defaults. (e) It is understood and agreed that the failure to issue any Demand Securities pursuant to a Securities Demand in accordance with the provisions hereof will constitute a “Demand Failure Event” and that, upon the occurrence of a Demand Failure Event, (a) the interest rate on the Loans shall automatically increase to the Total Cap as provided in Section 2.08(a)(i) hereof, (b) the Loans will immediately and automatically be subject to the call protection of the Exchange Notes as provided in Section 2.05(a)(ii) hereof, (c) the Bridge Conversion Fee (as defined in the Fee Letter) shall become immediately due and payable, and (d) no consent of the Borrower shall be required for the assignment of Loans as provided in Section 10.06(b)(iii)(A) hereof. (f) For the avoidance of doubt, (i) the Take-Out Banks may reoffer the Demand Securities to investors at any price below or above the proceeds to the issuer and (ii) any adverse tax consequences shall not be a basis for the failure to comply with the covenant herein.