(iii) unless otherwise provided for herein, the terms and conditions of the Take-out Debt will be determined by the Take-out Investment Banks in consultation with the Borrower taking account of the then prevailing market conditions and otherwise consistent with Similar Offerings;
(iv) the Take-out Debt, if guaranteed, will be guaranteed only by the guarantors required to guarantee the Facility and on such terms and conditions (including release conditions) as are customary for Similar Offerings;
(v) the Take-out Debt will be senior unsecured notes issued by Borrower (with no rights of conversion to any other security), and the maturities of any of such Take-out Debt shall be not less than five years, with optional redemption by the Borrower not subject to any non-call period and with a customary T+25 make-whole for Take-out Debt with maturity of less than ten years and a customary T+30 make-whole for Take-out Debt with maturity of ten years or more;
(vi) the aggregate amount of net proceeds of the Take-out Debt shall not exceed an amount sufficient to repay all the then outstanding principal and other amounts payable under the Facility;
(vii) the offering of such Take-out Debt shall be in a face amount of such amount as would yield the net proceeds amount described in the preceding clause (vi);
(viii) no more than two Take-out Debt Demands shall be made and the amount specified in each Take-out Debt Demand shall be no less than US$50,000,000; and
(ix) no Take-out Debt Demand may be made (a) during the period from the initial announcement of a Take-out Debt Offering until the completion or abandonment of such a Take-out Debt offering or (b) after the Facility has been repaid in full.
Comparable Treasury Issue means the U.S. Treasury security selected by the Majority Lenders as having a maturity that would be utilised, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities with a maturity equal to the maturity of the Take-Out Debt or the Demand Failure Exchange Notes (as applicable).
Securities Demand Termination Date means the earlier to occur of: (a) the date on which the Facility has been repaid in full; and (b) the date on which all amount outstanding under the Facility have been converted into the Demand Failure Take-out Instruments (defined below).
Total Cap means:
(i) in relation to the Take-out Debt and the Demand Failure Exchange Notes, the aggregate of 3.25 per cent. per annum and the US Treasury Benchmark Rate; or