The Factor Clause Samples

The Factor. Red Ventures shall pay the aggregate exercise price in cash by wire transfer of immediately available funds at closing, provided that Red Ventures shall have an option to pay up to 35% of the exercise price by delivery of a secured note (the “Note”) to MasTec North America and/or its Affiliates (divided among them as requested by MasTec North America); provided that the Note shall be (1) pari passu, including in payment and lien priority with the most senior indebtedness of Red Ventures, DirectStar, Funraisers and their Affiliates at any time existing while the Note is outstanding other than any indebtedness incurred by Red Ventures or any of its Subsidiaries in connection with real property owned by Red Ventures or any of its Subsidiaries (the “Senior DirectStar Indebtedness”; the documents evidencing the Senior DirectStar Indebtedness are referred to herein as the “Senior DirectStar Indebtedness Documents”); (2) subject to an intercreditor agreement in form and substance satisfactory to the holders of the Senior DirectStar Indebtedness (the “Senior DirectStar Lenders”) so long as such intercreditor agreement (w) is not inconsistent with the preceding clause (1), (x) provides that any payments of Senior DirectStar Indebtedness shall require a simultaneous payment of indebtedness under the Note, the amount of such payments to the Senior DirectStar Lenders and to MasTec and MasTec North America to be in proportion to the aggregate indebtedness owed to the Senior DirectStar Lenders and MasTec and MasTec North America, (y) prohibits any amendment (but not waiver) of the Senior DirectStar Indebtedness Documents without the consent of MasTec and MasTec North America and (z) provides for a 180 day standstill in the event of a default of the Note or any other document executed in connection therewith, after which MasTec and MasTec North America shall be permitted to pursue their available remedies; (3) secured by such collateral as shall secure the Senior DirectStar Indebtedness; and (4) subject to such covenants and other conditions as are set forth in the Senior DirectStar Indebtedness Documents in favor of the Senior DirectStar Lenders, it being the intention that MasTec and MasTec North America shall have the benefit of the same covenants and other conditions as those that are granted in favor of the Senior DirectStar Lenders, provided, however, that if the aggregate amount of the indebtedness under the Note is equal to or greater than the Senior DirectStar I...

The Factor. The factor shall be 38.4%. ----------