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”)).

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”)).

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”)).

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.

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 (including the terms and conditions of the issuance and sale of the Take-Out Securities) as are customary for similar high-yield financings and as are satisfactory in all respects to the Take-Out Banks; (iii) such debt securities shall have a final maturity not earlier than the eighth anniversary after consummation of the Enertel Acquisition; (iv) such debt securities shall constitute general unsecured obligations of the Parent; and (v) all other arrangements with respect to such securities shall be reasonably satisfactory in all respects to the Take-Out Banks in light of the then prevailing market conditions. In the event that, at any time prior to the issuance of the Take- Out Securities, the 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 asset management affiliates purchasing the Demand Securities in Parent, the ordinary course Company or any of their business as part Subsidiaries), have not received a rating of a regular distribution higher than CCC+ by S&P and Caa by Xxxxx'x, then the interest rate set forth in 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 Securities on the 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 use the proceeds therefrom for the repayment of the Demand Securities (“Asset Management Affiliates”))Term Loan.