Common use of Notice of Election; Manner of Purchase; Transfer After Purchase Clause in Contracts

Notice of Election; Manner of Purchase; Transfer After Purchase. (a) Notice of an election to exercise a purchase option pursuant to Section 6.1(a) or (b) shall be given in the manner provided in Section 5.3. (b) In order to exercise its purchase option pursuant to Section 6.1(c), the Lessee shall, at least 90 days but not more than 545 days prior to the Early Buy-Out Date, give irrevocable notice to the Lessor in writing of its election to exercise its purchase option. (c) In order to exercise its purchase option pursuant to Section 6.1(d), the Lessee shall notify the Lessor in writing at least 180 days but not more than 545 days prior to the applicable Special Purchase Option Date that it desires to obtain an appraisal of the Fair Market Sales Value of the Undivided Interest as of such Special Purchase Option Date. Promptly thereafter, the Lessee and the Lessor shall attempt to agree upon such Fair Market Sales Value. If the Lessee and the Lessor shall fail to agree within 30 days after the giving of such notice, such Fair Market Sales Value shall be determined pursuant to the Appraisal Procedure. At least 90 days prior to the applicable Special Purchase Option Date, the Lessee shall, provide to the Lessor (i) notice of its irrevocable election to exercise its purchase option pursuant to Section 6.1(d) or (ii) notice of its irrevocable election not to exercise such option. (d) In order to exercise its purchase option pursuant to Section 6.1(e) or (f), the Lessee shall notify the Lessor and the Indenture Trustee in writing (i) in the case of an exercise of its purchase option pursuant to Section 6.1(e), no earlier than the expiration of the 45 day period following the giving of the notice referred to in Section 6.1(e) and (ii) in the case of an exercise of its purchase option pursuant to Section 6.1(f), no later than 90 days following the earlier of (x) receipt by the Lessee of a written notice from the Owner Participant that it has become a Competitor of the Lessee and (y) the date Lessee obtains Actual Knowledge that the Owner Participant has become a Competitor of the Lessee, that the Lessee desires to obtain an appraisal of the Fair Market Sales Value of the Undivided Interest as of the applicable Stipulated Loss Value Determination Date (in the case of an election pursuant to Section 6.1(e), without regard to the proposed Modification or Modifications). Promptly after the giving of such notice, the Lessee and the Lessor shall attempt to agree upon such Fair Market Sales Value. If the Lessee and the Lessor shall fail to agree within 30 days after the giving of such notice, such Fair Market Sales Value shall be determined pursuant to the Appraisal Procedure. On the second Stipulated Loss Value Determination Date following completion of the Appraisal Procedure, the Lessee shall provide to the Lessor (i) notice of its irrevocable election to exercise its option to purchase the Undivided Interest specifying whether such option is being exercised pursuant to Section 6.1(e) or (f) and the applicable Stipulated Loss Value Date, or (ii) notice of its irrevocable election not to exercise such option. (e) The drawing on the Letter of Credit (or letter of credit) or payment under the Surety Bond (or surety bond) referred to in Section 6.1(g) shall constitute the irrevocable exercise of the purchase option pursuant to Section 6.1(g) and the drawings under such Letter of Credit (or letter of credit) or payments in respect of such Surety Bond (or surety bond) shall be applied in accordance with Section 3.8 on the applicable Stipulated Loss Value Determination Date. (f) On the date of purchase of all of Lessor's right, title and interest in and to the Undivided Interest pursuant to this Section 6, the Lessor shall transfer all right, title and interest of the Lessor in and to the Undivided Interest, as is and where is, to the Lessee, free and clear of Lessor's Liens and Owner Participant's Liens but otherwise without any representation or warranty, upon payment to the Lessor of the purchase price therefor, together with (i) all Basic Rent due and owing on or prior to such date of purchase (but excluding any Basic Rent payable in advance on such date of purchase) and (ii) all Supplemental Rent due and owing on or prior to such date of purchase and any accrued other Supplemental Rent as to which there is no dispute, and the Lessor shall, at the Lessee's expense, execute and deliver to the Lessee a xxxx of sale or assignment and such other instruments, documents and opinions as the Lessee may reasonably request to evidence the valid consummation of such transfer and shall, at the Lessee's expense, take such actions under Section 6.03 of the Indenture as the Lessee may reasonably request. (g) Failure by the Lessee to provide any initial notice or subsequent confirmatory, notice referred to in subsections (c) or (d) of this Section 6.2 within the applicable time periods specified therein shall be deemed to constitute an irrevocable election by the Lessee not to exercise the applicable purchase option set forth therein.

Notice of Election; Manner of Purchase; Transfer After Purchase. (a) Notice of an election to exercise a purchase option pursuant to Section 6.1(a) or (b) shall be given in the manner provided in Section 5.3. (b) In order to exercise its right to purchase option the Beneficial Interest pursuant to Section 6.1(c), the Lessee shall, at least 90 days but not more than 545 days prior to the Early Buy-Out Date, give irrevocable notice to the Lessor in writing of its election to exercise its purchase option. (c) In order to exercise its purchase option pursuant to Section 6.1(d)16.1, the Lessee shall notify the Lessor Owner Participant irrevocably in writing at least 180 days but not more no later than 545 days prior to the applicable Special Purchase Option Date that it desires to obtain an appraisal of the Fair Market Sales Value of the Undivided Interest as of such Special Purchase Option Date. Promptly thereafter, the Lessee and the Lessor shall attempt to agree upon such Fair Market Sales Value. If the Lessee and the Lessor shall fail to agree within 30 days after the giving of such notice, such Fair Market Sales Value shall be determined pursuant to the Appraisal Procedure. At least 90 days prior to the applicable Special Purchase Option Date, purchase date under Section 6.1 of the Lessee shall, provide Lease that it desires to purchase the Lessor (i) notice of its irrevocable election to exercise its purchase option pursuant to Section 6.1(d) or (ii) notice of its irrevocable election not to exercise such optionBeneficial Interest. (d) In order to exercise its purchase option pursuant to Section 6.1(e) or (f), the Lessee shall notify the Lessor and the Indenture Trustee in writing (i) in the case of an exercise of its purchase option pursuant to Section 6.1(e), no earlier than the expiration of the 45 day period following the giving of the notice referred to in Section 6.1(e) and (ii) in the case of an exercise of its purchase option pursuant to Section 6.1(f), no later than 90 days following the earlier of (x) receipt by the Lessee of a written notice from the Owner Participant that it has become a Competitor of the Lessee and (y) the date Lessee obtains Actual Knowledge that the Owner Participant has become a Competitor of the Lessee, that the Lessee desires to obtain an appraisal of the Fair Market Sales Value of the Undivided Interest as of the applicable Stipulated Loss Value Determination Date (in the case of an election pursuant to Section 6.1(e), without regard to the proposed Modification or Modifications). Promptly after the giving of such notice, the Lessee and the Lessor shall attempt to agree upon such Fair Market Sales Value. If the Lessee and the Lessor shall fail to agree within 30 days after the giving of such notice, such Fair Market Sales Value shall be determined pursuant to the Appraisal Procedure. On the second Stipulated Loss Value Determination Date following completion of the Appraisal Procedure, the Lessee shall provide to the Lessor (i) notice of its irrevocable election to exercise its option to purchase the Undivided Interest specifying whether such option is being exercised pursuant to Section 6.1(e) or (f) and the applicable Stipulated Loss Value Date, or (ii) notice of its irrevocable election not to exercise such option. (e) The drawing on the Letter of Credit (or letter of credit) or payment under the Surety Bond (or surety bond) referred to in Section 6.1(g) shall constitute the irrevocable exercise of the purchase option pursuant to Section 6.1(g) and the drawings under such Letter of Credit (or letter of credit) or payments in respect of such Surety Bond (or surety bond) shall be applied in accordance with Section 3.8 on the applicable Stipulated Loss Value Determination Date. (fb) On the date of purchase purchase, upon receipt by the Owner Participant of the Beneficial Interest Purchase Price, and all of Lessor's right, title and interest in and Basic Rents due by the Lessee to or distributable to the Undivided Interest pursuant to this Section 6, the Lessor shall transfer all right, title and interest of the Lessor in and to the Undivided Interest, as is and where is, to the Lessee, free and clear of Lessor's Liens and Owner Participant's Liens but otherwise without any representation or warranty, upon payment to the Lessor of the purchase price therefor, together with (i) all Basic Rent due and owing Participant on or prior to such date of purchase (but excluding any Basic Rent payable in advance on such date of purchase) and (ii) all Supplemental Rent due by the Lessee to or distributable to the Owner Participant to and owing on or prior to including such date of purchase (without giving effect to any applicable grace periods), the Owner Participant shall transfer the Beneficial Interest free and any accrued other Supplemental Rent as clear of all Liens to which there is no disputethe Lessee pursuant to an instrument of conveyance in form and substance reasonably satisfactory to the Lessee. (c) Each of the Participants, the Grantor Trustee and the Lessor shallIndenture Trustee, at the cost and expense of the Lessee's expense, execute will cause to be promptly and deliver to the Lessee a xxxx of sale or assignment duly taken, executed, acknowledged and delivered all such other instrumentsfurther acts, documents and opinions assurances as the Lessee reasonably may reasonably request in order to evidence carry out the valid intent and purposes of this Section 16 and the transactions contemplated hereby. (d) As a condition to the Lessee's right to purchase the Beneficial Interest pursuant to Section 16.1 (unless the Lessee shall assume the obligations of the Grantor Trustee pursuant to the next sentence), on the date of purchase the Lessee shall have provided to the Indenture Trustee an opinion of counsel for the Lessee, dated the date of purchase, which, subject to usual or customary exceptions, shall be to the effect that upon consummation of such transfer purchase, this Agreement, the Trust Agreement and shallthe Lease constitute the legal, at valid and binding obligation of the Lessee's expense, take enforceable against the Lessee in accordance with its terms except as the same may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and by general principles of equity, and except as limited by applicable laws that may affect the remedies provided for in the Lease, which laws, however, do not in the opinion of such actions counsel make the remedies provided for in the Lease inadequate for the practical realization of the rights and benefits provided for in the Lease. In the event the Lessee is unable to provide such opinion, concurrently with the purchase of the Beneficial Interest the Lessee shall assume the obligations of the Grantor Trustee under the Secured Notes and under the Indenture in accordance with and with the effect provided in Section 6.03 3.04 of the Indenture as the Lessee may reasonably requestand Section 11.6 hereof. (g) Failure by the Lessee to provide any initial notice or subsequent confirmatory, notice referred to in subsections (c) or (d) of this Section 6.2 within the applicable time periods specified therein shall be deemed to constitute an irrevocable election by the Lessee not to exercise the applicable purchase option set forth therein.

Notice of Election; Manner of Purchase; Transfer After Purchase. (a) Notice of an election to exercise a purchase option pursuant to Section 6.1(a) or (b) shall be given in the manner provided in Section 5.3. (b) In order to exercise its right to purchase option (or cause a designee to purchase) the Beneficial Interest pursuant to Section 6.1(c), the Lessee shall, at least 90 days but not more than 545 days prior to the Early Buy-Out Date, give irrevocable notice to the Lessor in writing of its election to exercise its purchase option. (c) In order to exercise its purchase option pursuant to Section 6.1(d)16.1, the Lessee shall notify the Lessor Owner Participant, the Loan Participants and the Indenture Trustee irrevocably in writing at least 180 days but not more no later than 545 30 days prior to the applicable Special Purchase Option Date purchase date under Section 6.1 of the Lease that it desires to obtain an appraisal of purchase the Fair Market Sales Value of the Undivided Interest as of such Special Purchase Option Date. Promptly thereafter, the Lessee and the Lessor shall attempt to agree upon such Fair Market Sales Value. If the Lessee and the Lessor shall fail to agree within 30 days after the giving of such notice, such Fair Market Sales Value shall be determined pursuant to the Appraisal Procedure. At least 90 days prior to the applicable Special Purchase Option Date, the Lessee shall, provide to the Lessor (i) notice of its irrevocable election to exercise its purchase option pursuant to Section 6.1(d) or (ii) notice of its irrevocable election not to exercise such optionBeneficial Interest. (d) In order to exercise its purchase option pursuant to Section 6.1(e) or (f), the Lessee shall notify the Lessor and the Indenture Trustee in writing (i) in the case of an exercise of its purchase option pursuant to Section 6.1(e), no earlier than the expiration of the 45 day period following the giving of the notice referred to in Section 6.1(e) and (ii) in the case of an exercise of its purchase option pursuant to Section 6.1(f), no later than 90 days following the earlier of (x) receipt by the Lessee of a written notice from the Owner Participant that it has become a Competitor of the Lessee and (y) the date Lessee obtains Actual Knowledge that the Owner Participant has become a Competitor of the Lessee, that the Lessee desires to obtain an appraisal of the Fair Market Sales Value of the Undivided Interest as of the applicable Stipulated Loss Value Determination Date (in the case of an election pursuant to Section 6.1(e), without regard to the proposed Modification or Modifications). Promptly after the giving of such notice, the Lessee and the Lessor shall attempt to agree upon such Fair Market Sales Value. If the Lessee and the Lessor shall fail to agree within 30 days after the giving of such notice, such Fair Market Sales Value shall be determined pursuant to the Appraisal Procedure. On the second Stipulated Loss Value Determination Date following completion of the Appraisal Procedure, the Lessee shall provide to the Lessor (i) notice of its irrevocable election to exercise its option to purchase the Undivided Interest specifying whether such option is being exercised pursuant to Section 6.1(e) or (f) and the applicable Stipulated Loss Value Date, or (ii) notice of its irrevocable election not to exercise such option. (e) The drawing on the Letter of Credit (or letter of credit) or payment under the Surety Bond (or surety bond) referred to in Section 6.1(g) shall constitute the irrevocable exercise of the purchase option pursuant to Section 6.1(g) and the drawings under such Letter of Credit (or letter of credit) or payments in respect of such Surety Bond (or surety bond) shall be applied in accordance with Section 3.8 on the applicable Stipulated Loss Value Determination Date. (fb) On the date of purchase purchase, upon receipt by the Owner Participant of the Beneficial Interest Purchase Price, and all of Lessor's right, title and interest in and other amounts due or distributable to the Undivided Interest pursuant to this Section 6, the Lessor shall transfer all right, title and interest of the Lessor in and to the Undivided Interest, as is and where is, to the Lessee, free and clear of Lessor's Liens and Owner Participant's Liens but otherwise without any representation or warranty, upon payment to the Lessor of the purchase price therefor, together with (i) all Basic Rent due and owing Participant on or prior to such date of purchase (but excluding without giving effect to any Basic Rent payable applicable grace periods), the Owner Participant shall transfer the Beneficial Interest, free and clear of all Owner Participant’s Liens and all Lessor’s Liens described in advance on such date Section 11.1(a)(ii), to the Lessee (or its designee) pursuant to an instrument of purchase) conveyance in form and (ii) all Supplemental Rent due and owing on or prior substance reasonably satisfactory to such date of purchase and any accrued other Supplemental Rent as to which there is no dispute, the Owner Participant and the Lessee. (c) Each of the Participants, the Lessor, the Lessor shallTrustee and the Indenture Trustee, at the expense of the Lessee's expense, execute will cause to be promptly and deliver to the Lessee a xxxx of sale or assignment duly taken, executed, acknowledged and delivered all such other instrumentsfurther acts, documents and opinions assurances as the Lessee may reasonably request in order to evidence carry out the valid intent and purposes of this Section 16 and the transactions contemplated hereby. (d) As a condition to the Lessee’s right to purchase (or cause its designee to purchase) the Beneficial Interest pursuant to Section 16.1 (unless the Lessee shall assume the obligations of the Lessor pursuant to the next sentence), on the date of purchase the Lessee shall have provided to the Indenture Trustee an opinion of counsel, dated the date of purchase, which, subject to usual or customary exceptions, shall be to the effect that upon consummation of such transfer purchase, this Agreement, the Trust Agreement and shallthe Lease constitute the legal, at valid and binding obligation of the Lessee's expense, take enforceable against the Lessee in accordance with its terms except as the same may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and by general principles of equity, and except as limited by applicable laws that may affect the remedies provided for in the Lease, which laws, however, do not in the opinion of such actions counsel make the remedies provided for in the Lease inadequate for the practical realization of the rights and benefits provided for in the Lease. In the event the Lessee is unable to provide such opinion, concurrently with the purchase of the Beneficial Interest the Lessee shall assume the obligations of the Lessor in respect of the Notes and under the Indenture in accordance with and with the effect provided in Section 6.03 3.04 of the Indenture as the Lessee may reasonably requestand Section 11.6 hereof. (g) Failure by the Lessee to provide any initial notice or subsequent confirmatory, notice referred to in subsections (c) or (d) of this Section 6.2 within the applicable time periods specified therein shall be deemed to constitute an irrevocable election by the Lessee not to exercise the applicable purchase option set forth therein.

Notice of Election; Manner of Purchase; Transfer After Purchase. (a) Notice of an election to exercise a purchase option pursuant to Section 6.1(a) or (b) shall be given in the manner provided in Section 5.3. (bi) In order to exercise its right to purchase option the Transponders pursuant to Section 6.1(c19(a)(ii)(A), the Lessee shall, at least 90 days but not more than 545 ninety (90) days prior to the Early Buy-Out DateFirst EBO Date referred to in Section 19(a)(ii)(A), give irrevocable notice to the Lessor in writing of its election stating that Lessee will purchase such Transponder pursuant to exercise its purchase option. (c) Section 19(a)(ii)(A). In order to exercise its right to purchase option all of the Transponders pursuant to Section 6.1(d19(a)(ii)(B), the Lessee shall notify the give tentative notice to Lessor in writing at least 180 days but not more than 545 145 days prior to the applicable Special Purchase Option Second EBO Date that it desires to obtain an appraisal of the Fair Market Sales Value of the Undivided Interest Transponders as of such Special Purchase Option the Second EBO Date. Promptly thereafter, the Lessee and the Lessor shall attempt to agree upon such Such Fair Market Sales ValueValue shall be determined pursuant to the Appraisal Procedure (provided that the timetable for the Appraisal Procedure shall be appropriately accelerated to meet the deadlines set forth in this paragraph 19(b)(i), so long as notwithstanding such acceleration, the appraiser shall have adequate time to make a considered determination). If Lessee shall give irrevocable notice to Lessor on the Lessee and the Lessor shall fail later to agree within 30 occur of (1) five (5) days after completion of the giving Appraisal Procedure or (2) ninety (90) days prior to the Second EBO Date (but in no event later than sixty (60) days prior to the Second EBO Date), if it desires to consummate the purchase of the Transponders pursuant to Section 19(a)(ii)(B). (ii) In order to exercise its right to purchase all of the Transponders pursuant to Section 19(a)(iii), Lessee shall give tentative notice to Lessor in writing within 90 days after (A) Owner Participant shall have confirmed to Lessee pursuant to Section 5.02(i) of the Participation Agreement that it is a Competitor, or (B) Lessee shall have notified Owner Participant that Owner Participant has become a Competitor, and Owner Participant shall have become a Competitor, whichever of (A) or (B) shall first occur, that it desires to obtain an appraisal of the Fair Market Sales Value of the Transponders as of the Rent Payment Date specified in the notice given by Lessee under this Section 19(b)(ii). Promptly after Lessee shall have given such notice, such Fair Market Sales Value shall be determined pursuant to the Appraisal ProcedureProcedure (provided that the timetable for the Appraisal Procedure shall be appropriately accelerated to meet the deadlines set forth in the next sentence, so long as notwithstanding such acceleration, the appraiser shall have adequate time to make a considered determination). At least 90 Lessee shall give irrevocable notice to Lessor not later than ten Business Days after the completion of the Appraisal Procedure if it desires to consummate the purchase of the Transponders pursuant to Section 19(a)(iii) but in no event later than fifteen (15) days prior to the applicable Special Purchase Option Date, the Lessee shall, provide to the Lessor (i) notice of its irrevocable election to exercise its purchase option pursuant to Section 6.1(d) or (ii) notice of its irrevocable election not to exercise such option. (d) In order to exercise its purchase option pursuant to Section 6.1(e) or (f), the Lessee shall notify the Lessor and the Indenture Trustee Rent Payment Date specified in writing (i) in the case of an exercise of its purchase option pursuant to Section 6.1(e), no earlier than the expiration of the 45 day period following the giving of the notice referred to in this Section 6.1(e19(b)(ii), which Rent Payment Date shall be the next succeeding Rent Payment Date no earlier than 30 days following the date of such notice. (iii) On the date of purchase, Lessee shall pay the purchase price for such Transponders, together with (A) all Interim Rent and Base Rent due and unpaid prior to the date of such purchase and (iiB)(i) at any time during the Basic Term, in the case event that the date of purchase is a Rent Payment Date on which a Scheduled Rent payment designated as an exercise of its purchase option "arrears rent" on Schedule A hereto as adjusted pursuant to Section 6.1(f)4 is due, no later than 90 days following the earlier of (x) receipt by the Lessee of a written notice from the Owner Participant that it has become a Competitor of the Lessee and (y) the date Lessee obtains Actual Knowledge that the Owner Participant has become a Competitor of the Lessee, that the Lessee desires to obtain any Scheduled Rent designated as an appraisal of the Fair Market Sales Value of the Undivided Interest "arrears rent" on Schedule A as of the applicable Stipulated Loss Value Determination Date (in the case of an election adjusted pursuant to Section 6.1(e), without regard 4 due on such date of purchase with respect to the proposed Modification or Modifications). Promptly after the giving of such notice, the Lessee Transponders and the Lessor shall attempt to agree upon such Fair Market Sales Value. If the Lessee and the Lessor shall fail to agree within 30 days after the giving of such noticeRent Differential Amount, such Fair Market Sales Value shall be determined pursuant to the Appraisal Procedure. On the second Stipulated Loss Value Determination Date following completion of the Appraisal Procedure, the Lessee shall provide to the Lessor (i) notice of its irrevocable election to exercise its option to purchase the Undivided Interest specifying whether such option is being exercised pursuant to Section 6.1(e) or (f) and the applicable Stipulated Loss Value Dateif any, or (ii) notice of its irrevocable election not to exercise at any time during a Renewal Term, any Base Rent due on such option. date and (eC) The drawing any other Rent (including Premium, if any, on the Letter outstanding Notes) due and unpaid as of Credit (or letter of credit) or payment under the Surety Bond (or surety bond) referred to in Section 6.1(g) shall constitute the irrevocable exercise of the purchase option pursuant to Section 6.1(g) and the drawings under such Letter of Credit (or letter of credit) or payments in respect of such Surety Bond (or surety bond) shall be applied in accordance with Section 3.8 on the applicable Stipulated Loss Value Determination Date. (f) On the date of purchase such purchase. Upon receipt of all of Lessor's rightthe payments set forth in the preceding sentence, title and interest in and to the Undivided Interest pursuant to this Section 6, the Lessor shall transfer all right, title and interest of the Lessor in and to the Undivided InterestTransponders, as is and where is, to the Lessee, free and clear of Lessor's Lessor Liens and Owner Participant's Liens Participant Liens, but otherwise without any representation or warranty, upon payment to the and Lessor of the purchase price therefor, together with (i) all Basic Rent due and owing on or prior to such date of purchase (but excluding any Basic Rent payable in advance on such date of purchase) and (ii) all Supplemental Rent due and owing on or prior to such date of purchase and any accrued other Supplemental Rent as to which there is no dispute, and the Lessor shall, at the Lessee's expense, shall execute and deliver to the Lessee Lessee, at Lessee's reasonable expense, a xxxx of sale or assignment and such other instruments, documents and opinions as the Lessee may reasonably request to evidence the valid consummation of such transfer Transfer and shall, at the Lessee's expense, shall take such actions under Section 6.03 10 of the Indenture as the Lessee may reasonably request. (g) Failure by the Lessee to provide any initial notice or subsequent confirmatory, notice referred to in subsections (c) or (d) of this Section 6.2 within the applicable time periods specified therein shall be deemed to constitute an irrevocable election by the Lessee not to exercise the applicable purchase option set forth therein.

Notice of Election; Manner of Purchase; Transfer After Purchase. (a) Notice of an election to exercise a purchase option pursuant to Section 6.1(a) or (b) shall be given in the manner provided in Section 5.3. (bi) In order to exercise its right to purchase option the Vessel pursuant to Section 6.1(c15(a)(i), (ii), and (iii), the Lessee shall, Charterer shall notify the Shipowner in writing at least 90 days but not more than 545 days prior to (x) the Early Buy-Out EBO Exercise Date, give irrevocable notice to (y) the Lessor scheduled expiration of the Base Charter Term, or (z) the scheduled expiration of any Renewal Term then in writing of its election to exercise its effect, as the case may be, stating that the Charterer will purchase option. (c) In order to exercise its purchase option the Vessel pursuant to Section 6.1(d15(a)(i), 15(a)(ii), or 15(a)(iii), as the Lessee shall notify the Lessor in writing at least 180 days but not more than 545 days prior to the applicable Special case may be (any such notice, a "Purchase Option Date Notice"), and that it desires desires, in respect of clause (i)(z) hereof, to obtain an appraisal of the Fair Market Sales Value of the Undivided Interest Vessel as of such Special Purchase Option Datescheduled expiration. Promptly thereafterafter the Charterer shall have delivered such notice, the Lessee Charterer and the Lessor Shipowner shall attempt to agree upon such Fair Market Sales Value. If the Lessee Charterer and the Lessor Shipowner shall fail to agree within 30 thirty (30) days after the giving of such notice, such Fair Market Sales Value shall be determined pursuant to the Appraisal Procedure. At least 90 The Purchase Notice shall become irrevocable, in the case of the Early Buy-Out Option, 20 days prior to the applicable Special Purchase Option EBO Exercise Date, the Lessee shall, provide to the Lessor (i) notice of its irrevocable election to exercise its purchase option pursuant to Section 6.1(d) or (ii) notice of its irrevocable election not to exercise such option. (dii) In order to exercise its right to purchase option the Vessel pursuant to Section 6.1(e) or (f15(a)(iv), the Lessee Charterer shall notify give at least 60 days but not more than 540 days' prior written notice to the Lessor and Shipowner stating that the Indenture Trustee in writing (i) in Charterer will purchase the case of an exercise of its purchase option Vessel pursuant to Section 6.1(e)15(a)(iv) (any such notice, no earlier than the expiration of the 45 day period following the giving of the notice referred to in Section 6.1(e) and (ii) in the case of an exercise of its purchase option pursuant to Section 6.1(f), no later than 90 days following the earlier of (x) receipt by the Lessee of a written notice from the Owner Participant that it has become a Competitor of the Lessee and (y) the date Lessee obtains Actual Knowledge that the Owner Participant has become a Competitor of the Lessee, that the Lessee desires to obtain an appraisal of the Fair Market Sales Value of the Undivided Interest as of the applicable Stipulated Loss Value Determination Date (in the case of an election pursuant to Section 6.1(e), without regard to the proposed Modification or Modifications"Purchase Notice"). Promptly after the giving of Charterer shall have delivered such noticenotice with respect to a Purchase Notice for a purchase under Section 15(a)(iv)(A), the Lessee Charterer and the Lessor Shipowner shall attempt to agree upon such Fair Market Sales Value. If the Lessee Charterer and the Lessor Shipowner shall fail to agree within 30 thirty (30) days after the giving of such notice with respect to a Purchase Notice for a purchase under Section 15(a)(iv)(A), such Fair Market Sales Value shall be determined pursuant to the Appraisal Procedure. (iii) In order to exercise its right to purchase the Vessel pursuant to Section 15(a)(v), the Charterer shall give at least 90 days prior written notice to the Shipowner stating that the Charterer will purchase the Vessel pursuant to Section 15(a)(v) (any such notice, a "Purchase Notice"). Promptly after the Charterer shall have delivered such Purchase Notice, the Charterer and the Shipowner shall attempt to agree upon such Fair Market Sales Value. If the Charterer and the Shipowner shall fail to agree within thirty (30) days after the giving of such notice, such Fair Market Sales Value shall be determined pursuant to the Appraisal Procedure. On the second Stipulated Loss Value Determination Date following completion of the Appraisal Procedure, the Lessee shall provide to the Lessor (i) notice of its irrevocable election to exercise its option to purchase the Undivided Interest specifying whether such option is being exercised pursuant to Section 6.1(e) or (f) and the applicable Stipulated Loss Value Date, or (ii) notice of its irrevocable election not to exercise such option. (e) The drawing on the Letter of Credit (or letter of credit) or payment under the Surety Bond (or surety bond) referred to in Section 6.1(g) shall constitute the irrevocable exercise of the purchase option pursuant to Section 6.1(g) and the drawings under such Letter of Credit (or letter of credit) or payments in respect of such Surety Bond (or surety bond) shall be applied in accordance with Section 3.8 on the applicable Stipulated Loss Value Determination Date. (fiv) On the date of purchase of all of Lessor's right, title and interest in and to the Undivided Interest Vessel pursuant to this Section 615, (A) the Lessor Shipowner shall transfer all right, title and interest of the Lessor Shipowner in and to the Undivided InterestVessel, "as is and where is, " to the LesseeCharterer or as the Charterer may direct, and the Shipowner shall warrant that it is transferring whatever title it received on the Funding Date and that the Vessel is free and clear of LessorShipowner's Liens and Owner Participant's Liens Liens, but otherwise without any representation or warranty, upon payment to the Lessor Shipowner of the purchase price therefortherefor or, if the Charterer shall have elected to pay the EBO Exercise Price in accordance with the last sentence of this Section 15(b)(iv), upon payment of the first installment of such EBO Exercise Price, together with (i) all Basic Rent Base Charter Hire due and owing prior to such date of purchase (but excluding any Base Charter Hire, if any, payable in advance), (ii) all Supplemental Charter Hire due and owing on or prior to such date of purchase purchase, (but excluding any Basic Rent payable in advance on such date of purchaseiii) Premium, if any, and (iiiv) all Supplemental Rent due and owing on or prior to if such date of purchase and any accrued other Supplemental Rent as to which there is no disputea Base Charter Payment Date, all Base Charter Hire payable in arrears on such Base Charter Payment Date, and (B) the Lessor Shipowner shall, at the LesseeCharterer's expense, execute and deliver to the Lessee Charterer or its designee a xxxx of sale or assignment and assignment, and such other instruments, documents and opinions as the Lessee Charterer may reasonably request to evidence the valid consummation of such transfer and shall, at the LesseeCharterer's expense, take such actions under Section 6.03 of the Indenture as the Lessee Charterer may reasonably request. (g) Failure . Notwithstanding anything to the contrary contained herein, so long as no Specified Charter Event of Default exists, the Charterer may, in connection with the exercise by the Lessee Charterer of its purchase option under Section 15(a)(i) elect to provide any initial notice or subsequent confirmatorypay the EBO Exercise Price in installments, notice referred to in subsections (c) or (d) of this Section 6.2 within the applicable time periods specified therein which installments shall be deemed to constitute an irrevocable election by the Lessee not to exercise the applicable purchase option set forth thereinpaid as specified in Schedule 4 hereto.

Notice of Election; Manner of Purchase; Transfer After Purchase. (a) Notice of an election to exercise a purchase option pursuant to Section 6.1(a) or (b) shall be given in the manner provided in Section 5.3. (b) In order to exercise its right to purchase option the Beneficial Interest pursuant to Section 6.1(c10.01(a), Lessee shall notify Owner Participant in writing within twenty (20) days after the giving of notice by Lessee shall, at least 90 days but not more than 545 days prior to Lessor pursuant to the Early Buy-Out Date, give irrevocable notice to the Lessor in writing Lease of its election to exercise its purchase option. (c) such election. In order to exercise its right to purchase option the Beneficial Interest pursuant to Section 6.1(d10.01(b) or (c), the Lessee shall notify the Lessor Owner Participant in writing at of such election within the three (3) month period specified in the applicable Section. In order to exercise its right to purchase the Beneficial Interest pursuant to Section 10.01(d), Lessee shall notify Owner Participant in writing of such election within the sixty (60) day period specified in such Section. In order to exercise its right to purchase the Beneficial Interest pursuant to Section 10.01(e), Lessee shall notify Owner Participant in writing of such election within the ninety (90) days after receiving a Regulatory Event of Loss Certificate. In order to exercise its right to purchase the Beneficial Interest pursuant to Section 10.01(f), Lessee shall notify Owner Participant in writing of such election within the sixty (60) days following the date Lessee receives written notice of acceptance by Lessor of an offer under clause (x)(B) or (xi) of the second paragraph of Section 7(e) of the Lease or Section 11.02(m). At least 180 days but not more than 545 ten (10) days prior to the applicable Special Purchase Option Date that it desires to obtain an appraisal purchase date (or such lesser number of days as is practicable under the Fair Market Sales Value of the Undivided Interest as of such Special Purchase Option Date. Promptly thereaftercircumstances, the Lessee and the Lessor shall attempt to agree upon such Fair Market Sales Value. If the Lessee and the Lessor shall fail to agree within 30 days after the giving of such notice, such Fair Market Sales Value shall be determined pursuant to the Appraisal Procedure. At least 90 days prior to the applicable Special Purchase Option Date, the Lessee shall, provide to the Lessor (i) notice of its irrevocable election to exercise its purchase option pursuant to Section 6.1(d) or (ii) notice of its irrevocable election not to exercise such option. (d) In order to exercise its purchase option pursuant to Section 6.1(e) or (f), the Lessee shall notify the Lessor and the Indenture Trustee in writing (i) in the case of an exercise of its Section 10.01(g)), XM-4 Participation Agreement Lessee shall give notice to each other party hereto stating that Lessee will purchase option the Beneficial Interest pursuant to Section 6.1(e), no earlier than the expiration of the 45 day period following the giving of the 10.01. Any notice referred to in contemplated by this Section 6.1(e10.02(a) and (ii) in the case of an exercise of its purchase option pursuant to Section 6.1(f), no later than 90 days following the earlier of (x) receipt by the Lessee of a written notice from the Owner Participant that it has become a Competitor of the Lessee and (y) the date Lessee obtains Actual Knowledge that the Owner Participant has become a Competitor of the Lessee, that the Lessee desires to obtain an appraisal of the Fair Market Sales Value of the Undivided Interest as of the applicable Stipulated Loss Value Determination Date (in the case of an election pursuant to Section 6.1(e), without regard to the proposed Modification or Modifications). Promptly after the giving of such notice, the Lessee and the Lessor shall attempt to agree upon such Fair Market Sales Value. If the Lessee and the Lessor shall fail to agree within 30 days after the giving of such notice, such Fair Market Sales Value shall be determined pursuant to the Appraisal Procedure. On the second Stipulated Loss Value Determination Date following completion of the Appraisal Procedure, the Lessee shall provide to the Lessor (i) notice of its irrevocable election to exercise its option to purchase the Undivided Interest specifying whether such option is being exercised pursuant to Section 6.1(e) or (f) and the applicable Stipulated Loss Value Date, or (ii) notice of its irrevocable election not to exercise such optionirrevocable. (e) The drawing on the Letter of Credit (or letter of credit) or payment under the Surety Bond (or surety bond) referred to in Section 6.1(g) shall constitute the irrevocable exercise of the purchase option pursuant to Section 6.1(g) and the drawings under such Letter of Credit (or letter of credit) or payments in respect of such Surety Bond (or surety bond) shall be applied in accordance with Section 3.8 on the applicable Stipulated Loss Value Determination Date. (fb) On the date of purchase of the Beneficial Interest under Section 10.01 or Section 11.07(h), Lessee shall pay (or cause to be paid) to Owner Participant the applicable Beneficial Interest Purchase Price in immediately available funds, Owner Trustee shall distribute to Owner Participant all amounts received by it and all other cash then held by it (other than cash distributable to Trust Company in its individual capacity), and immediately thereafter Owner Participant shall transfer the Beneficial Interest free and clear of Lessor's rightall Owner Participant’s Liens to Lessee or its designee pursuant to an instrument of conveyance in form and substance reasonably satisfactory to Lessee. (c) Each of Owner Participant, title Owner Trustee, and interest Indenture Trustee, at the cost and expense of Lessee and on an After-Tax Basis, will cause to be promptly and duly taken, executed, acknowledged and delivered all such further acts, documents and assurances as Lessee reasonably may request in order to carry out the intent and purpose of this Article X and the transactions contemplated hereby. (d) As a condition to Lessee’s right to purchase the Beneficial Interest under Section 10.01 or Section 11.07(h), on the date of purchase, Lessee shall have provided to Indenture Trustee and Owner Trustee an opinion of counsel for Lessee, dated the date of purchase, which, subject to usual or customary exceptions, shall be to the Undivided effect that, upon consummation of such purchase, (i) each of this Participation Agreement, the Trust Agreement, the Lease and, in the case of Holdings, the Guaranty Agreement constitutes the legal, valid and binding obligation of Lessee or, in the case of the Guaranty Agreement, Holdings, enforceable against Lessee or Holdings, as applicable, in accordance with its respective terms except as the same may be limited by applicable Bankruptcy Laws affecting the rights of creditors generally and by general principles of equity, and except as limited by applicable laws that may affect the remedies provided for in or other provisions of the Lease, which laws, however, do not in the opinion of such counsel render unenforceable the obligations to pay Rent thereunder and (ii) the validity and perfection of the Lien of the Indenture is not affected in any adverse respect by such purchase or the consummation thereof. In the event Lessee is unable to provide such opinion, concurrently with the purchase of the Beneficial Interest, Lessee shall, subject to Sections 10.03 and 10.06 assume the obligations of Owner Trustee under the Notes and under the Indenture in accordance with, subject to the conditions of and with the effect provided in, Section 2.11 of the Indenture, and Lessee shall thereafter have the right to terminate the Trust Agreement. It is acknowledged and agreed by the parties hereto that Lessee’s right and obligation to assume the Notes in connection with a purchase of the Beneficial Interest under Section 10.01 shall only arise in the event that the Noteholders have (or been deemed to have) rejected the corresponding Repurchase Offer in accordance with the applicable provisions of Section 10.06. (e) Owner Trustee and Lessee acknowledge and agree that the former Owner Participant which shall have transferred the Beneficial Interest to Lessee under Section 10.01 or Section 11.07(h) (the “Transferor”) is entitled to all Excepted Payments, whether payable prior to the date of purchase or that become payable on or after the date of purchase, that are attributable to events or circumstances occurring prior to the date of purchase under Section 10.01 or Section 11.07(h). Owner Trustee hereby agrees that upon receipt by it of any XM-4 Participation Agreement amounts in respect of such Excepted Payments that is owed to Transferor pursuant to this paragraph, it will forthwith pay over such amounts to the Transferor. (f) From and after any purchase of the Beneficial Interest pursuant to this under Section 610.01 or Section 11.07(h), the Lessor shall transfer all right, title and interest of the Lessor in and to the Undivided Interest, as is and where is, to the Lessee, free and clear of Lessor's Liens and Owner Participant's Liens but otherwise without any representation or warranty, upon payment to the Lessor of the purchase price therefor, together with (i) all Basic Rent due the Transferor shall be released from its liability hereunder and owing under the other Operative Documents and XM Agreements to which it is or will be a party in respect of obligations to be performed on or prior to such after the date of such purchase (but excluding any Basic Rent payable in advance on such date of purchase) and (ii) Lessee shall be deemed “Owner Participant” for all Supplemental Rent due purposes of the Operative Documents and owing on each reference herein to Owner Participant shall thereafter be deemed a reference to Lessee for all purposes (except that the rights of the Owner Participant (including without limitation, its rights under Article VI or VII and under the Tax Indemnity Agreement) attributable to acts or events prior to such date of purchase and any accrued other Supplemental Rent as to which there is no dispute, and the Lessor shall, at the Lessee's expense, execute and deliver to the Lessee a xxxx of sale or assignment and such other instruments, documents and opinions as the Lessee may reasonably request to evidence the valid consummation of such transfer and shall, at the Lessee's expense, take such actions under Section 6.03 of the Indenture as the Lessee may reasonably requestshall survive). (g) Failure by the Lessee to provide any initial notice or subsequent confirmatory, notice referred to in subsections (c) or (d) of this Section 6.2 within the applicable time periods specified therein shall be deemed to constitute an irrevocable election by the Lessee not to exercise the applicable purchase option set forth therein.

Notice of Election; Manner of Purchase; Transfer After Purchase. (a) Notice of an election to exercise a purchase option pursuant to Section 6.1(a) or (b) shall be given in the manner provided in Section 5.3. (b1) In order to exercise its right to purchase option the Transponders pursuant to Section 6.1(c19(a)(ii), the Lessee shall, at least 90 days ninety (90) (but not more than 545 360) days prior to the Early Buy-Out EBO Date, give irrevocable notice to the Lessor in writing of its election stating that Lessee will purchase such Transponders pursuant to exercise its purchase optionSection 19(a)(ii). (c2) In order to exercise its right to purchase option all of the Transponders pursuant to Section 6.1(d19(a)(iii), the Lessee shall notify the give tentative notice to Lessor in writing at least 180 within 90 days but not more than 545 after (A) Owner Participant shall have confirmed to Lessee pursuant to Section 5.02(i) of the Participation Agreement that it is a Competitor, or (B) Lessee shall have notified Owner Participant that Owner Participant has become a Competitor, and Owner Participant shall have become a Competitor, whichever of (A) or (B) shall first occur. (3) [Intentionally omitted]. (4) In order to exercise its right to purchase all of the Transponders pursuant to Section 19(a)(v), Lessee shall give tentative notice to Lessor in writing within forty-five (45) days prior after making the determination pursuant to Section 19(a)(v). (5) In order to exercise its right to purchase all of the applicable Special Purchase Option Date Transponders pursuant to Section 19(a)(vi), Lessee shall give irrevocable notice to Lessor in writing on or before July 1, 1993. (ii) In the case of any tentative or irrevocable notice pursuant to Sections 19(b)(i)(2), 19(b)(i)(4) and 19(b)(i)(5), Lessee shall further specify that it desires to obtain an appraisal of the Fair Market Sales Value of the Undivided Interest Transponder(s) as of the Rent Payment Date (which Rent Payment Date shall be the next succeeding Rent Payment Date no earlier than 30 days following the date of such Special Purchase Option Datetentative notice) or other permitted date specified in such notice, as applicable. Promptly thereafter, the after Lessee and the Lessor shall attempt to agree upon such Fair Market Sales Value. If the Lessee and the Lessor shall fail to agree within 30 days after the giving of have given such notice, such Fair Market Sales Value shall be determined pursuant to the Appraisal ProcedureProcedure (provided that the timetable for the Appraisal Procedure shall be appropriately accelerated to meet the deadlines set forth in the next sentence, so long as notwithstanding such acceleration, the appraiser shall have adequate time to make a considered determination). At least 90 Lessee shall give irrevocable notice to Lessor not later than ten (10) Business Days after the completion of the Appraisal Procedure if it desires to consummate the purchase of the Transponder(s) pursuant to Sections 19(a)(iii) or 19(a)(v), but in no event later than fifteen (15) days prior to the applicable Special Purchase Option Date, the Lessee shall, provide to the Lessor (i) notice of its irrevocable election to exercise its purchase option pursuant to Section 6.1(d) Rent Payment Date or (ii) notice of its irrevocable election not to exercise such option. (d) In order to exercise its purchase option pursuant to Section 6.1(e) or (f), the Lessee shall notify the Lessor and the Indenture Trustee in writing (i) other permitted date specified in the case of an exercise of its purchase option pursuant to Section 6.1(e), no earlier than the expiration of the 45 day period following the giving of the tentative notice referred to in this Section 6.1(e) and (ii) in the case of an exercise of its purchase option pursuant to Section 6.1(f19(b)(ii), which Rent Payment Date shall be the next succeeding Rent Payment Date no later earlier than 90 30 days following the earlier of (x) receipt by the Lessee of a written notice from the Owner Participant that it has become a Competitor of the Lessee and (y) the date Lessee obtains Actual Knowledge that the Owner Participant has become a Competitor of the Lessee, that the Lessee desires to obtain an appraisal of the Fair Market Sales Value of the Undivided Interest as of the applicable Stipulated Loss Value Determination Date (in the case of an election pursuant to Section 6.1(e), without regard to the proposed Modification or Modifications). Promptly after the giving of such tentative notice, the Lessee and the Lessor shall attempt to agree upon such Fair Market Sales Value. If the Lessee and the Lessor shall fail to agree within 30 days after the giving of such notice, such Fair Market Sales Value shall be determined pursuant to the Appraisal Procedure. On the second Stipulated Loss Value Determination Date following completion of the Appraisal Procedure, the Lessee shall provide to the Lessor (i) notice of its irrevocable election to exercise its option to purchase the Undivided Interest specifying whether such option is being exercised pursuant to Section 6.1(e) or (f) and the applicable Stipulated Loss Value Date, or (ii) notice of its irrevocable election not to exercise such option. (eiii) The drawing Subject to Section 19(b)(iv), on the Letter date of Credit (or letter of credit) or payment under the Surety Bond (or surety bond) referred to in Section 6.1(g) purchase, Lessee shall constitute the irrevocable exercise of pay the purchase option pursuant price for the applicable Transponder(s), together with (A) all amounts of Interim Rent and Base Rent with respect to Section 6.1(g) such Transponders due and unpaid prior to the drawings under such Letter of Credit (or letter of credit) or payments in respect date of such Surety Bond purchase and (or surety bondB)(i) shall be applied at any time during the Basic Term, in accordance with Section 3.8 on the applicable Stipulated Loss Value Determination Date. (f) On event that the date of purchase is a Rent Payment Date on which a Scheduled Rent payment designated as an "arrears rent" on Schedule A hereto, as adjusted pursuant to Section 12.05 or 12.06, subject to Sections 12.07 and 12.08, of the Participation Agreement, as applicable, is due, the sum of any Scheduled Rent with (iv) Subject to Section 19(a), if Lessee shall provide the irrevocable notice pursuant to Section 19(b)(i) (1) to purchase all (but not less than all) of the Transponders on the EBO Date, then Lessee may, at its option, pay the EBO Amount therefor on a date not earlier than the same calendar day in the fourth month prior to the EBO Date (e.g., if the EBO ---- Date is July 2, 1998, not earlier than March 2, 1998), but in any event such payment must occur within the same taxable year of the Owner Participant as the EBO Date shall occur (the "EBO Prepayment"), and shall pay all other amounts pursuant to Section 19(b)(iii) due and owing as of the EBO Date on the EBO Date, and, upon receipt of all such amounts, Lessor shall on the EBO Date comply with the last sentence of Lessor's right, title and interest in and Section 19(b)(iii). If Lessee shall make the EBO Prepayment pursuant to the Undivided Interest pursuant to this Section 6immediately preceding sentence, the Lessor shall transfer all right, title and interest of the Lessor in and to the Undivided Interest, as is and where is, to the Lessee, free and clear of Lessor's Liens and Owner Participant's Liens but otherwise without any representation or warranty, upon payment to the Lessor of the purchase price therefor, together with then (i) from and after the making of the EBO Prepayment, the Stipulated Loss Value for each Transponder for all Basic Rent due and owing on or prior purposes in this Lease shall be reduced by an amount equal to such date of purchase (but excluding any Basic Rent payable the prepaid EBO Amount therefor, except that Stipulated Loss Value, as used in advance on such date of purchase) and Section 16 hereof shall not be so reduced, except as provided therein, (ii) all Supplemental Rent due and owing on or prior to such date upon request of purchase and any accrued other Supplemental Rent as to which there is no disputeLessee, and if the Lessor shall, at the Lessee's expense, execute and deliver to the Lessee a xxxx of sale or assignment and such other instruments, documents and opinions as the Lessee may reasonably request to evidence the valid consummation of such transfer and shall, at the Lessee's expense, take such actions under Section 6.03 Lien of the Indenture shall have been fully discharged, Lessor shall grant to Lessee a security interest in the Transponders, securing Lessor's obligation to comply with the last sentence of Section 19(b)(iii), subject to receipt of the payment specified in Section 19(b)(iii) on the EBO Date, subject to and as provided in Section 19(b)(iii), and Lessee shall pay all reasonable expenses in connection with the Lessee may reasonably requestgranting of such security interest as Supplemental Rent on an After-Tax Basis. (g) Failure by the Lessee to provide any initial notice or subsequent confirmatory, notice referred to in subsections (c) or (d) of this Section 6.2 within the applicable time periods specified therein shall be deemed to constitute an irrevocable election by the Lessee not to exercise the applicable purchase option set forth therein.

Notice of Election; Manner of Purchase; Transfer After Purchase. (a) Notice of an election to exercise a purchase option pursuant to Section 6.1(a) or (b) shall be given in the manner provided in Section 5.3. (bi) In order to exercise its right to purchase option the Transponders pursuant to Section 6.1(c19(a)(ii)(A), the Lessee shall, at least 90 days but not more than 545 ninety (90) days prior to the Early Buy-Out DateFirst EBO Date referred to in Section 19(a)(ii)(A), give irrevocable notice to the Lessor in writing of its election stating that Lessee will purchase such Transponder pursuant to exercise its purchase option. (c) Section 19(a)(ii)(A). In order to exercise its right to exercise its right to purchase option all of the Transponders pursuant to Section 6.1(d19(a)(ii)(B), the Lessee shall notify the give tentative notice to Lessor in writing at least 180 days but not more than 545 145 days prior to the applicable Special Purchase Option Second EBO Date that it desires to obtain an appraisal of the Fair Market Sales Value of the Undivided Interest Transponders as of such Special Purchase Option the Second EBO Date. Promptly thereafter, the Lessee and the Lessor shall attempt to agree upon such Such Fair Market Sales ValueValue shall be determined pursuant to the Appraisal Procedure (provided that the timetable for the Appraisal Procedure shall be appropriately accelerated to meet the deadlines set forth in this paragraph 19(b)(i), so long as notwithstanding such acceleration, the appraiser shall have adequate time to make a considered determination). If Lessee shall give irrevocable notice to Lessor on the Lessee and the Lessor shall fail later to agree within 30 occur of (1) five (5) days after completion of the giving Appraisal Procedure or (2) ninety (90) days prior to the Second EBO Date (but in no event later than sixty (60) days prior to the Second EBO Date), if it desires to consummate the purchase of the Transponders pursuant to Section 19(a)(ii)(B). (ii) In order to exercise its right to purchase all of the Transponders pursuant to Section 19(a)(iii), Lessee shall give tentative notice to Lessor in writing within 90 days after (A) Owner Participant shall have confirmed to Lessee pursuant to Section 5.02(i) of the Participation Agreement that it is a Competitor, or (B) Lessee shall have notified Owner Participant that Owner Participant has become a Competitor, and Owner Participant shall have become a Competitor, whichever of (A) or (B) shall first occur, that it desires to obtain an appraisal of the Fair Market Sales Value of the Transponders as of the Rent Payment Date specified in the notice given by Lessee under this Section 19(b)(ii). Promptly after Lessee shall have given such notice, such Fair Market Sales Value shall be determined pursuant to the Appraisal ProcedureProcedure (provided that the timetable for the Appraisal Procedure shall be appropriately accelerated to meet the deadlines set forth in the next sentence, so long as notwithstanding such acceleration, the appraiser shall have adequate time to make a considered determination). At least 90 Lessee shall give irrevocable notice to Lessor not later than ten Business Days after the completion of the Appraisal Procedure if it desires to 84 consummate the purchase of the Transponders pursuant to Section 19(a)(iii) but in no event later than fifteen (15) days prior to the applicable Special Purchase Option Date, the Lessee shall, provide to the Lessor (i) notice of its irrevocable election to exercise its purchase option pursuant to Section 6.1(d) or (ii) notice of its irrevocable election not to exercise such option. (d) In order to exercise its purchase option pursuant to Section 6.1(e) or (f), the Lessee shall notify the Lessor and the Indenture Trustee Rent Payment Date specified in writing (i) in the case of an exercise of its purchase option pursuant to Section 6.1(e), no earlier than the expiration of the 45 day period following the giving of the notice referred to in this Section 6.1(e19(b)(ii), which Rent Payment Date shall be the next succeeding Rent Payment Date no earlier than 30 days following the date of such notice. (iii) On the date of purchase, Lessee shall pay the purchase price for such Transponders, together with (A) all Interim Rent and Base Rent due and unpaid prior to the date of such purchase and (iiB)(i) at any time during the Basic Term, in the case event that the date of purchase is a Rent Payment Date on which a Scheduled Rent payment designated as an exercise of its purchase option "arrears rent" on Schedule A hereto as adjusted pursuant to Section 6.1(f)4 is due, no later than 90 days following the earlier of (x) receipt by the Lessee of a written notice from the Owner Participant that it has become a Competitor of the Lessee and (y) the date Lessee obtains Actual Knowledge that the Owner Participant has become a Competitor of the Lessee, that the Lessee desires to obtain any Scheduled Rent designated as an appraisal of the Fair Market Sales Value of the Undivided Interest "arrears rent" on Schedule A as of the applicable Stipulated Loss Value Determination Date (in the case of an election adjusted pursuant to Section 6.1(e), without regard 4 due on such date of purchase with respect to the proposed Modification or Modifications). Promptly after the giving of such notice, the Lessee Transponders and the Lessor shall attempt to agree upon such Fair Market Sales Value. If the Lessee and the Lessor shall fail to agree within 30 days after the giving of such noticeRent Differential Amount, such Fair Market Sales Value shall be determined pursuant to the Appraisal Procedure. On the second Stipulated Loss Value Determination Date following completion of the Appraisal Procedure, the Lessee shall provide to the Lessor (i) notice of its irrevocable election to exercise its option to purchase the Undivided Interest specifying whether such option is being exercised pursuant to Section 6.1(e) or (f) and the applicable Stipulated Loss Value Dateif any, or (ii) notice of its irrevocable election not to exercise at any time during a Renewal Term, any Base Rent due on such option. date and (eC) The drawing any other Rent (including Premium, if any, on the Letter outstanding Notes) due and unpaid as of Credit (or letter of credit) or payment under the Surety Bond (or surety bond) referred to in Section 6.1(g) shall constitute the irrevocable exercise of the purchase option pursuant to Section 6.1(g) and the drawings under such Letter of Credit (or letter of credit) or payments in respect of such Surety Bond (or surety bond) shall be applied in accordance with Section 3.8 on the applicable Stipulated Loss Value Determination Date. (f) On the date of purchase such purchase. Upon receipt of all of Lessor's rightthe payments set forth in the preceding sentence, title and interest in and to the Undivided Interest pursuant to this Section 6, the Lessor shall transfer all right, title and interest of the Lessor in and to the Undivided InterestTransponders, as is and where is, to the Lessee, free and clear of Lessor's Lessor Liens and Owner Participant's Liens Participant Liens, but otherwise without any representation or warranty, upon payment to the and Lessor of the purchase price therefor, together with (i) all Basic Rent due and owing on or prior to such date of purchase (but excluding any Basic Rent payable in advance on such date of purchase) and (ii) all Supplemental Rent due and owing on or prior to such date of purchase and any accrued other Supplemental Rent as to which there is no dispute, and the Lessor shall, at the Lessee's expense, shall execute and deliver to the Lessee Lessee, at Lessee's reasonable expense, a xxxx of sale or assignment and such other instruments, documents and opinions as the Lessee may reasonably request to evidence the valid consummation of such transfer Transfer and shall, at the Lessee's expense, shall take such actions under Section 6.03 10 of the Indenture as the Lessee may reasonably request. (g) Failure by the Lessee to provide any initial notice or subsequent confirmatory, notice referred to in subsections (c) or (d) of this Section 6.2 within the applicable time periods specified therein shall be deemed to constitute an irrevocable election by the Lessee not to exercise the applicable purchase option set forth therein.. 85

Notice of Election; Manner of Purchase; Transfer After Purchase. (a) Notice of an election to exercise a purchase option pursuant to Section 6.1(a) or (b) shall be given in the manner provided in Section 5.3. Upon Lessee having given Final Notice of its election to purchase the Undivided Interest pursuant to Section 6.1(a), Lessee will be unconditionally obligated to purchase the Undivided Interest on the expiration date set forth in the Final Notice in accordance with Section 6.1(a). (b) In order to exercise its purchase option Fixed Price Purchase Option pursuant to Section 6.1(c6.1(b), the Lessee shall, at least 90 days but not more than 545 days prior to the Early Buy-Out Dateany time between September 20, 2011 and December 20, 2011, give irrevocable notice to the Lessor in writing of its election to exercise its such purchase option. Upon having given such notice, the Lessee will be unconditionally committed to purchase the Undivided Interest on the Fixed Price Purchase Option Date for the Purchase Price in accordance with Section 6.1(b) and Section 6.3, if applicable. (c) In order to exercise its purchase option pursuant to Section 6.1(d), the Lessee shall notify the Lessor in writing at least 180 days but not more than 545 days prior to the applicable Special Purchase Option Date that it desires to obtain an appraisal of the Fair Market Sales Value of the Undivided Interest as of such Special Purchase Option Date. Promptly thereafter, the Lessee and the Lessor shall attempt to agree upon such Fair Market Sales Value. If the Lessee and the Lessor shall fail to agree within 30 days after the giving of such notice, such Fair Market Sales Value shall be determined pursuant to the Appraisal Procedure. At least 90 days prior to the applicable Special Purchase Option Date, the Lessee shall, provide to the Lessor (i) notice of its irrevocable election to exercise its purchase option pursuant to Section 6.1(d) or (ii) notice of its irrevocable election not to exercise such option[Reserved]. (d) In order to exercise its purchase option pursuant to Section 6.1(e) or (f), the Lessee shall notify the Lessor and the Indenture Trustee in writing (i) in the case of an exercise of its purchase option pursuant to Section 6.1(e), no earlier than the expiration of the 45 day period following the giving of the notice referred to in Section 6.1(e) and (ii) in the case of an exercise of its purchase option pursuant to Section 6.1(f), no later than 90 days following the earlier of (x) receipt by the Lessee of a written notice from the Owner Participant that it has become a Competitor of the Lessee and (y) the date Lessee obtains Actual Knowledge that the Owner Participant has become a Competitor of the Lessee, that the Lessee desires to obtain an appraisal of the Fair Market Sales Value of the Undivided Interest as of the applicable Stipulated Loss Value Determination Date (in the case of an election pursuant to Section 6.1(e), without regard to the proposed Modification or Modifications). Promptly after the giving of such notice, the Lessee and the Lessor shall attempt to agree upon such Fair Market Sales Value. If the Lessee and the Lessor shall fail to agree within 30 days after the giving of such notice, such Fair Market Sales Value shall be determined pursuant to the Appraisal Procedure. On the second Stipulated Loss Value Determination Date following completion of the Appraisal Procedure, the Lessee shall provide to the Lessor (i) notice of its irrevocable election to exercise its option to purchase the Undivided Interest specifying whether such option is being exercised pursuant to Section 6.1(e) or (f) and the applicable Stipulated Loss Value Date, or (ii) notice of its irrevocable election not to exercise such option. (e) The drawing on the Letter of Credit (or letter of credit) or payment under the Surety Bond (or surety bond) referred to in Section 6.1(g) shall constitute the irrevocable exercise of the purchase option pursuant to Section 6.1(g) and the drawings under such Letter of Credit (or letter of credit) or payments in respect of such Surety Bond (or surety bond) shall be applied in accordance with Section 3.8 on the applicable Stipulated Loss Value Determination Date. (f) On the date of purchase of all of Lessor's ’s right, title and interest in and to the Undivided Interest pursuant to this Section 6, the Lessor shall transfer all right, title and interest of the Lessor in and to the Undivided Interest, as is and where is, to the Lessee, free and clear of Lessor's ’s Liens and Owner Participant's ’s Liens but otherwise without any representation or warranty, upon payment by the Lessee to the Lessor of the purchase price therefor, together Purchase Price therefor in accordance with (i) all Basic Rent due and owing on or prior to such date of purchase (but excluding any Basic Rent payable in advance on such date of purchase) and (ii) all Supplemental Rent due and owing on or prior to such date of purchase and any accrued other Supplemental Rent as to which there is no disputeSection 6.1(b), and the Lessor shall, at the Lessee's ’s expense, execute and deliver to the Lessee a xxxx of sale or assignment and such other instruments, instruments or documents and opinions as the Lessee may reasonably request to evidence the valid consummation of such transfer and shall, at the Lessee's ’s expense, take such actions under Section 6.03 of the Indenture as the Lessee may reasonably request. (ge) Failure by the Lessee to provide any initial notice or subsequent confirmatory, notice referred to in subsections (cb) or (dc) of this Section 6.2 within the applicable time periods specified therein shall be deemed to constitute an irrevocable election by the Lessee not to exercise the applicable purchase option set forth therein.

Notice of Election; Manner of Purchase; Transfer After Purchase. (a) Notice of an election to exercise a purchase option pursuant to Section 6.1(a) or (b) shall be given in the manner provided in Section 5.3. (bi) In order to exercise its right to purchase option Buyer’s Transponders pursuant to Section 6.1(c19(a)(ii), the Lessee shall, at least 90 days ninety (90) (but not more than 545 360) days prior to the Early Buy-Out EBO Date, give irrevocable notice to the Lessor and Indenture Trustee in writing of its election stating that Lessee will purchase Buyer’s Transponders pursuant to exercise its purchase option. (c) Section 19(a)(ii). In order to exercise its right to purchase option Buyer’s Transponders pursuant to Section 6.1(d19(a)(iii), the Lessee shall notify the Lessor in writing at least 180 days but not more than 545 days prior to the applicable Special Purchase Option Date that it desires to obtain an appraisal of the Fair Market Sales Value of the Undivided Interest as of such Special Purchase Option Date. Promptly thereafter, the Lessee and the Lessor shall attempt to agree upon such Fair Market Sales Value. If the Lessee and the Lessor shall fail to agree within 30 days after the giving of such notice, such Fair Market Sales Value shall be determined pursuant to the Appraisal Procedure. At least 90 days prior to the applicable Special Purchase Option Date, the Lessee shall, provide within ninety (90) after receiving a Regulatory Event of Loss Certificate, give irrevocable notice to the Lessor (i) notice of its irrevocable election to exercise its purchase option pursuant to Section 6.1(d) or (ii) notice of its irrevocable election not to exercise such option. (d) In order to exercise its purchase option pursuant to Section 6.1(e) or (f), the Lessee shall notify the Lessor and the Indenture Trustee in writing (i) in the case of an exercise of its stating that Lessee will purchase option Buyer’s Transponders pursuant to Section 6.1(e19(a)(iii), no earlier than the expiration of the 45 day period following the giving of the notice referred to in Section 6.1(e) and . (ii) in the case In connection with a purchase by Lessee of an exercise of its purchase option Buyer’s Transponders pursuant to Section 6.1(f19(a), no later than 90 days following the earlier of (x) receipt by the Lessee of a written notice from the Owner Participant that it has become a Competitor of the Lessee and (y) on the date of purchase, Lessee obtains Actual Knowledge that shall pay the Owner Participant has become a Competitor of the Lesseepurchase price for Buyer’s Transponders, that the Lessee desires to obtain an appraisal of the Fair Market Sales Value of the Undivided Interest together with (A) all unpaid Base Rent due as of the date of such purchase, (B) any unpaid Supplemental Rent accrued or due as of such purchase date, (C) all reasonable out-of-pocket costs and expenses of the Lessor, Owner Participant, Owner Participant Guarantor and, for so long as the Indenture shall remain in effect, Indenture Trustee and (D) any applicable Stipulated Loss Value Determination Date (Premium Amount. Upon receipt of the payments set forth in the case of an election pursuant to Section 6.1(e)preceding sentence, without regard to the proposed Modification or Modifications). Promptly after the giving of such notice, the Lessee and the Lessor shall attempt to agree upon such Fair Market Sales Value. If the Lessee and the Lessor shall fail to agree within 30 days after the giving of such notice, such Fair Market Sales Value shall be determined pursuant to the Appraisal Procedure. On the second Stipulated Loss Value Determination Date following completion of the Appraisal Procedure, the Lessee shall provide to the Lessor (i) notice of its irrevocable election to exercise its option to purchase the Undivided Interest specifying whether such option is being exercised pursuant to Section 6.1(e) or (f) and the applicable Stipulated Loss Value Date, or (ii) notice of its irrevocable election not to exercise such option. (e) The drawing on the Letter of Credit (or letter of credit) or payment under the Surety Bond (or surety bond) referred to in Section 6.1(g) shall constitute the irrevocable exercise of the purchase option pursuant to Section 6.1(g) and the drawings under such Letter of Credit (or letter of credit) or payments in respect of such Surety Bond (or surety bond) shall be applied in accordance with Section 3.8 on the applicable Stipulated Loss Value Determination Date. (f) On the date of purchase of all of Lessor's right, title and interest in and to the Undivided Interest pursuant to this Section 6, the Lessor shall transfer all right, title and interest of the Lessor in and to the Undivided InterestBuyer’s Transponders, as is and where is, to the Lessee, free and clear of Lessor's Lessor Liens and Owner Participant's Liens Participant Liens, but otherwise without any representation or warranty, upon payment to the and Lessor of the purchase price therefor, together with (i) all Basic Rent due and owing on or prior to such date of purchase (but excluding any Basic Rent payable in advance on such date of purchase) and (ii) all Supplemental Rent due and owing on or prior to such date of purchase and any accrued other Supplemental Rent as to which there is no dispute, and the Lessor shall, at the Lessee's expense, shall execute and deliver to the Lessee Lessee, at Lessee’s reasonable expense, a xxxx of sale or assignment and such other instruments, documents and opinions as the Lessee may reasonably request to evidence the valid consummation of such transfer and shallshall take, at the Lessee's ’s expense, take such actions under Section 6.03 10 of the Indenture as the Lessee may reasonably request. (g) Failure by the Lessee to provide any initial notice or subsequent confirmatory, notice referred to in subsections (c) or (d) of this Section 6.2 within the applicable time periods specified therein shall be deemed to constitute an irrevocable election by the Lessee not to exercise the applicable purchase option set forth therein.