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

Notice of Election; Manner of Purchase; Transfer After. Purchase. (a) In order to exercise the right to purchase the Beneficial Interest pursuant to Section 17.1, the Charterer shall notify the Owner Participant irrevocably in writing no later than thirty (30) days prior to the applicable purchase date under Section 15(b) of the Charter or applicable Termination Date under Section 12(b) of the Charter that it desires to purchase, or cause such designee to purchase, the Beneficial Interest, in which case the purchase of the Vessel pursuant to Section 12(e) or 15(c) of the Charter shall not occur. (b) On the date of purchase, upon receipt by the Owner Participant of the Beneficial Interest Purchase Price, and an amount equal to that portion of all Base Charter Hire due on or prior to such date of purchase that would be distributable to the Owner Participant under the Indenture (but excluding any Base Charter Hire payable in advance on such date of purchase) and all Supplemental Charter Hire due by the Charterer to or distributable to the Owner Participant to and including such date of purchase (without giving effect to any applicable grace periods), the Owner Participant shall transfer the Beneficial Interest free and clear of all Liens (which term, for the avoidance of doubt, shall not be deemed to include the Liens of the Indenture and the Ship Mortgage if the Secured Note is Outstanding) to the Charterer or its designee pursuant to an instrument of conveyance in form and substance reasonably satisfactory to the Charterer or its designee, and shall provide to the Charterer or such designee such other instruments, documents and opinions as the Charterer may reasonably request to evidence the valid consummation of such transfer. (c) Each of the Participants, the Owner Trustee and the Indenture Trustee, at the cost and expense of the Charterer, will cause to be promptly and duly taken, executed, acknowledged and delivered all such further acts, documents and assurances as the Charterer reasonably may request in order to carry out the intent and purposes of this Section 17 and the transactions contemplated hereby. (d) As a condition to exercise of the right to purchase the Beneficial Interest pursuant to Section 17.1 (unless the Charterer shall assume the obligations of the Owner Trustee pursuant to the next sentence), on the date of purchase, the Charterer shall have provided to the Indenture Trustee an opinion of counsel for the Charterer or its designee (which may, in each case, be internal counsel), dated the date of purchase, which, subject to usual or customary exceptions, shall be to the effect that, upon consummation of such purchase, this Participation Agreement and the Trust Agreement constitute the legal, valid and binding obligations of the Charterer or such designee, enforceable against the Charterer or such designee, in accordance with their respective 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. In the event the Charterer or such designee is unable to provide such opinion, concurrently with the purchase of the Beneficial Interest, (i) the Charterer or such designee may - assume the obligations of the Owner Trustee under the Secured Notes and under the Indenture in accordance with and with the effect provided in Section 3.04 of the Indenture and Section 11.6 hereof, and upon such assumption the Charterer or such designee shall have the right to terminate the Trust Agreement or (ii) the -- Charterer may revoke its purchase, election or other notice under the Charter, in which event the Charter shall continue as set forth therein.

Notice of Election; Manner of Purchase; Transfer After. Purchase. (a) In order to exercise the right to purchase the Beneficial Interest pursuant to Section 17.116.1, the Charterer Lessee shall notify the Owner Participant irrevocably in writing no later than thirty (30) days prior 92 to the applicable purchase date under Section 15(b) 6.1 of the Charter Lease or applicable Termination Date under Section 12(b7.3(a) of the Charter Lease that it desires to purchase, or cause such designee to purchase, the Beneficial Interest, in which case the purchase of the Vessel Facility pursuant to Section 12(e) 6.1 or 15(c) 7.3 of the Charter Lease shall not occur. (b) On the date of purchase, upon receipt by the Owner Participant of the Beneficial Interest Purchase Price, and an amount equal to that portion of all Base Charter Hire Basic Rent due on or prior to such date of purchase that would be distributable to the Owner Participant under the Indenture (but excluding any Base Charter Hire Basic Rent payable in advance on such date of purchase) and all Supplemental Charter Hire Rent due by the Charterer Lessee to or distributable to the Owner Participant to and including such date of purchase (without giving effect to any applicable grace periods), the Owner Participant shall transfer the Beneficial Interest free and clear of all Liens (which term, for the avoidance of doubt, shall not be deemed to include the Liens of the Indenture and the Ship Mortgage if the Secured Note is Outstanding) to the Charterer Lessee or its designee pursuant to an instrument of conveyance in form and substance reasonably satisfactory to the Charterer Lessee or its designee, and shall provide to the Charterer Lessee or such designee such other instruments, documents and opinions as the Charterer Lessee may reasonably request to evidence the valid consummation of such transfer. (c) Each of the Participants, the Owner Trustee and the Indenture Trustee, at the cost and expense of the ChartererLessee, will cause to be promptly and duly taken, executed, acknowledged and delivered all such further acts, documents and assurances as the Charterer Lessee reasonably may request in order to carry out the intent and purposes of this Section 17 16 and the transactions contemplated hereby. (d) As a condition to exercise of the right to purchase the Beneficial Interest pursuant to Section 17.1 16.1 (unless the Charterer Lessee shall assume the obligations of the Owner Trustee pursuant to the next sentence), on the date of purchase, the Charterer Lessee shall have provided to the Indenture Trustee an opinion of counsel for the Charterer Lessee or its designee (which may, in each case, be internal counsel), dated the date of purchase, which, subject to usual or customary exceptions, shall be to the effect that, upon consummation of such purchase, this Participation Agreement and the Trust Agreement constitute the legal, valid and binding obligations of the Charterer Lessee or such designee, enforceable against the Charterer Lessee or such designee, in accordance with their respective 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. In the event the Charterer Lessee or such designee is unable to provide such opinion, concurrently with the purchase of the Beneficial Interest, (i) the Charterer Lessee or such designee may - assume the - obligations of the Owner Trustee under the Secured Notes and under the Indenture in accordance with and with the effect provided in Section 3.04 of the Indenture and Section 11.6 hereof, and upon such assumption the Charterer Lessee or such designee shall have the right to terminate the Trust Agreement or (ii) the Lessee may -- Charterer may revoke its purchase, election or other notice under the CharterLease, in which event the Charter Lease shall continue as set forth therein.

Notice of Election; Manner of Purchase; Transfer After. Purchase. (a) In order to exercise its right to purchase the Beneficial -------- Interest pursuant to Section 11.02, Lessee shall notify Owner Participant in writing within 10 days after the giving of notice by Lessee to Lessor pursuant to Section 19(a) or 19(b) of the Lease or Section 11.01 hereof or, in the case of Section 5.08, within 10 days after the In-Service Date, of such election. At least 10 days prior to the applicable purchase date, Lessee shall, if it desires to exercise its right to purchase the Beneficial Interest pursuant to Section 17.111.02, the Charterer shall notify the Owner Participant irrevocably in writing no later than thirty (30) days prior give irrevocable notice to the applicable each other party hereto stating that Lessee will purchase date under Section 15(b) of the Charter or applicable Termination Date under Section 12(b) of the Charter that it desires to purchase, or cause such designee to purchase, the Beneficial Interest, in which case the purchase of the Vessel Interest pursuant to Section 12(e) or 15(c) of the Charter shall not occur11.02. (b) On the date of purchase, upon receipt by the Owner Participant Lessor of (i) the Beneficial Interest Purchase Price, and an minus (ii) the principal amount equal to that portion of the Notes then outstanding (after payment of all Interim Rent and Base Charter Hire Rent remaining unpaid that was due on or prior to the date of such purchase) and, in the event that the date of purchase that would be distributable is a Rent Payment Date on which a Scheduled Rent payment designated as an "arrears rent" on Schedule A is due, upon receipt by Lessor of all such Scheduled Rent designated as "arrears rent" due on such Rent Payment Date as set forth on Schedule A to the Owner Participant under Lease, and the Indenture (but excluding any Base Charter Hire payable in advance Rent Differential Amount, if any, and all other Supplemental Rent due by Lessee on such date of purchase) and all Supplemental Charter Hire due by the Charterer Rent Payment Date to or distributable to the Owner Participant to and including such date of purchase (without giving effect to any applicable grace periods), the Owner Trustee shall distribute to Owner Participant all such amounts received by it and all other cash then held by it (other than cash distributable to Owner Trustee in its individual capacity), and immediately thereafter Owner Participant shall transfer the Beneficial Interest free and clear of all Owner Participant's Liens (which term, for the avoidance of doubt, shall not be deemed to include the Liens of the Indenture and the Ship Mortgage if the Secured Note is Outstanding) to the Charterer or its designee Lessee pursuant to an instrument of conveyance in form and substance reasonably satisfactory to Lessee; provided that Owner Participant shall have -------- been released from any obligations under the Charterer or its designee, and shall provide Operative Documents arising after such purchase except to the Charterer extent that such obligations are attributable to events or such designee such other instruments, documents and opinions as circumstances occurring prior to the Charterer may reasonably request to evidence purchase of the valid consummation of such transferBeneficial Interest by Lessee. (c) Each of the ParticipantsOwner Participant, the Owner Trustee and the Indenture Trustee, and Indenture Trustee at the cost and expense of the ChartererLessee 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 the Charterer Lessee reasonably may request in order to carry out the intent and purposes purpose of this Section 17 Article XI and the transactions contemplated hereby. (d) As a condition to exercise of the Lessee's right to purchase the Beneficial Interest pursuant to Section 17.1 11.02 (unless there shall occur an Exchange Event with respect to the Charterer shall assume the 91 obligations of the Owner Trustee pursuant to the next sentence), on the date of purchase, the Charterer purchase Lessee shall have provided to the Indenture Trustee and Owner Trustee an opinion of counsel for the Charterer or its designee (which may, in each case, be internal counsel)Lessee, dated the date of purchase, which, subject to usual or customary exceptions, shall be to the effect that, upon consummation of such purchase, this Participation Agreement and Agreement, the Trust Agreement, the Lease and, in the case of GMHE, the Guaranty Agreement constitute constitutes the legal, valid and binding obligations obligation of Lessee or, in the case of the Charterer or such designeeGuaranty Agreement, GMHE, enforceable against the Charterer Lessee or such designeeGMHE, as applicable in accordance with their respective 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 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 Charterer or such designee Lessee is unable to provide such opinion, concurrently with the purchase of the Beneficial Interest, (i) the Charterer or such designee may - assume Interest Lessee shall Exchange the obligations of the Owner Trustee under the Secured Notes and under the Indenture in accordance with with, subject to the conditions of and with the effect provided in Section 3.04 5.05(a) hereof and Section 2.13 of the Indenture and Section 11.6 hereofIndenture, and upon such assumption the Charterer or such designee Exchange, Lessee shall have the right to terminate the Trust Agreement or (ii) the -- Charterer may revoke its purchase, election or other notice under the Charter, in which event the Charter shall continue as set forth thereinAgreement.

Notice of Election; Manner of Purchase; Transfer After. Purchase. (a) In order to exercise the its right to purchase the Beneficial -------- Interest pursuant to Section 17.111.01, the Charterer (i) Lessee shall notify the Owner Participant irrevocably in writing no later than thirty of such election (30with a copy to Agent) within 10 days after the giving of notice by Lessee to Lessor pursuant to Section 19(a) or 19(b) of the Lease and (ii) HCG shall notify Owner Participant in writing of such election (with a copy to Agent) at least 10 days prior to the applicable purchase date under Section 15(b) Article X or on the Commencement Date, whichever last occurs. Concurrently with the giving of the Charter such notice to Owner Participant, HCG or applicable Termination Date under Section 12(b) Lessee, as applicable, shall give a copy of the Charter that it desires such notice to purchase, or cause such designee to purchase, the Beneficial Interest, in which case the purchase of the Vessel pursuant to Section 12(e) or 15(c) of the Charter shall not occurOwner Trustee and Agent. (b) On the date of purchase, upon receipt by the Owner Participant Lessor of (i) the Beneficial Interest Purchase Price, and an minus (ii) the principal amount equal to that portion of the Notes then outstanding (after payment of all Base Charter Hire Rent remaining unpaid that was due on or prior to such the date of purchase that would be distributable to the Owner Participant under the Indenture (but excluding any Base Charter Hire payable in advance on such date of purchase) and Base Rent due on such Rent Payment Date, if any, and all other Supplemental Charter Hire Rent due by the Charterer Lessee on such Rent Payment Date to or distributable to the Owner Participant to and including such date of purchase (without giving effect to any applicable grace periods), Owner Trustee shall distribute to Owner Participant all such amounts received by it and all other cash then held by it (other than cash distributable to Owner Trustee in its individual capacity and other than monies then held by Owner Trustee that should have been paid to Agent under the Loan Agreement pursuant to the provisions of any other Operative Document), and immediately thereafter Owner Participant shall transfer the Beneficial Interest free and clear of all Owner Participant's Liens (which term, for the avoidance of doubt, shall not be deemed to include the Liens of the Indenture and the Ship Mortgage if the Secured Note is Outstanding) to the Charterer or its designee Lessee pursuant to an instrument of conveyance in form and substance reasonably satisfactory to Lessee; provided that Owner -------- Participant shall have been released from any obligations under the Charterer or its designee, and shall provide Operative Documents arising after such purchase except to the Charterer extent that such obligations are attributable to events or such designee such other instruments, documents and opinions as circumstances occurring prior to the Charterer may reasonably request to evidence purchase of the valid consummation of such transferBeneficial Interest by Lessee. (c) Each of the ParticipantsOwner Participant, the Owner Trustee and the Indenture Trustee, and Agent at the cost and expense of the ChartererLessee 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 the Charterer Lessee reasonably may request in order to carry out the intent and purposes purpose of this Section 17 Article XI and the transactions contemplated hereby. (d) As It is a condition to exercise of the Lessee's right to purchase the Beneficial Interest pursuant to Section 17.1 11.02 that: (i) Owner Trustee, at Lessee's direction (and Owner Participant hereby agrees to join in the giving of such direction), will enter into a Loan Agreement Supplement with Agent, in form and substance reasonably satisfactory to Agent, for the purpose of deleting from the Loan Agreement the rights of Owner Participant and Owner Trustee set forth in Sections 16.1, 16.2, 16.3, 16.4 and 16.5, in Section 13.1 (to the extent it provides for amendments or modifications to the Operative Documents or Xxxxxx Agreements without Agent's consent) and in clause (vi) of Section 13.2 of the Loan Agreement; (ii) No Lease Event of Default shall have occurred and be continuing; and (iii) Lessee shall pay the reasonable costs and expenses of Agent (including the reasonable fees and expenses of one counsel for Agent and the Loan Participants collectively) incurred in connection therewith. (e) As a condition to Lessee's right to purchase the Beneficial Interest pursuant to Section 11.02 (unless the Charterer there shall assume occur an Assumption with respect to the obligations of the Owner Trustee pursuant to the next sentence), on the date of purchase, the Charterer purchase Lessee shall have provided to the Indenture Agent and Owner Trustee an opinion of counsel for the Charterer or its designee (which may, in each case, be internal counsel)Lessee, dated the date of purchase, which, subject to usual or customary exceptions, shall be to the effect that, upon consummation of such purchase, this Participation Agreement and Agreement, the Trust Agreement, the Lease and, in the case of Guarantor, the Guaranty Agreement constitute constitutes the legal, valid and binding obligations obligation of Lessee or, in the case of the Charterer or such designeeGuaranty Agreement, Guarantor, enforceable against the Charterer Lessee or such designeeGuarantor, as applicable in accordance with their respective 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 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 Charterer or such designee Lessee is unable to provide such opinion, concurrently with the purchase of the Beneficial Interest, (i) the Charterer or such designee may - assume Interest Lessee shall Assume the obligations of the Owner Trustee under the Secured Notes and under the Indenture Loan Agreement in accordance with with, subject to the conditions of and with the effect provided in Section 3.04 5.05(a) hereof and Section 2.20 of the Indenture and Section 11.6 hereofLoan Agreement, and upon such assumption the Charterer or such designee Assumption, Lessee shall have the right to terminate the Trust Agreement Agreement. (f) Owner Trustee and Lessee acknowledge and agree that the former Owner Participant which shall have transferred the Beneficial Interest to Lessee pursuant to this Section 11.02 (the "Transferor") is entitled to all Rent which ---------- by its terms is payable in arrears accrued to and including, or (ii) attributable to events or circumstances occurring prior to, the -- Charterer may revoke its purchase, election or other notice under the Charter, in which event the Charter shall continue as set forth thereindate of purchase pursuant to this Section 11.

Notice of Election; Manner of Purchase; Transfer After. Purchase.. -------- (a) In order to exercise the its right to purchase the Beneficial Interest pursuant to Section 17.111.01, the Charterer applicable Lessee shall notify the Owner ------------- Participant irrevocably in writing no later than thirty within 15 days after the giving of notice by such Lessee to Lessor pursuant to Section 19(b) of the Lease of such election. In addition, in the case of a purchase pursuant to Section 19(a)(ii)(B) or (30iii) of the Lease, such notice shall state that such Lessee desires to obtain an appraisal of the Fair Market Sales Value of the Transponders as of the Rent Payment Date on which it desires to purchase the Beneficial Interest. In such case, such Fair Market Sales Value 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 the next sentence; provided that notwithstanding such acceleration -------- any appraiser shall have adequate time to make a considered determination). At least 15 days prior to the applicable purchase date under Section 15(b) of the Charter or applicable Termination Date under Section 12(b) of the Charter that Rent Payment Date, such Lessee shall, if it desires to purchase, or cause such designee exercise its right to purchase, purchase the Beneficial InterestInterest Pursuant to Section 11.01, in which case give irrevocable notice to Owner Trustee, Owner Participant and ------------- Indenture Trustee stating that such Lessee will purchase the purchase of the Vessel Beneficial Interest pursuant to Section 12(e) or 15(c) of the Charter shall not occur.11.01. ------------- (b) On the date of purchase, upon receipt by the Owner Participant Lessor of (i) the Beneficial Interest Purchase Price, and an Price minus (ii) the principal amount equal to that portion of the Notes then outstanding (after payment of all Interim Rent and Base Charter Hire Rent remaining unpaid that was due on or prior to the date of such purchase), and, in the event that the date of purchase that would be distributable is a Rent Payment Date on which a Scheduled Rent payment designated as an "arrears rent" on Schedule A is due, upon receipt by Lessor of all such Scheduled Rent designated as "arrears rent" due on such Rent Payment Date as set forth on Schedule A to the Owner Participant under Lease, and the Indenture (but excluding any Base Charter Hire payable in advance Rent Differential Amount, if any, and all other Supplemental Rent due by Lessee on such date of purchase) and all Supplemental Charter Hire due by the Charterer Rent Payment Date to or distributable to the Owner Participant to and including such date of purchase (without giving effect to any applicable grace periods), the Owner Trustee shall distribute to Owner Participant all such amounts received by it and all other cash then held by it (other than cash distributable to Owner Trustee in its individual capacity), and immediately thereafter Owner Participant shall transfer the Beneficial Interest free and clear of all Owner Participant's Liens (which term, for the avoidance of doubt, shall not be deemed to include the Liens of the Indenture and the Ship Mortgage if the Secured Note is Outstanding) to the Charterer or its designee Lessees pursuant to an instrument of conveyance in form and substance reasonably satisfactory to Lessee; provided that, subject to Section 14.15, -------- ------------- Owner Participant shall have been released from any obligations under the Charterer or its designee, and shall provide Operative Documents arising after such purchase except to the Charterer extent that such obligations are attributable to events or such designee such other instruments, documents and opinions as circumstances occurring prior to the Charterer may reasonably request to evidence purchase of the valid consummation of such transferBeneficial Interest by Lessee. (c) Each of the ParticipantsOwner Participant, the Owner Trustee and the Indenture Trustee, and Indenture Trustee at the cost and expense of the ChartererLessees 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 the Charterer Lessees reasonably may request in order to carry out the intent and purposes purpose of this Section 17 11 and the ---------- transactions contemplated hereby. (d) As a condition to exercise of the such Lessee's right to purchase the Beneficial Interest pursuant to Section 17.1 11.01 (unless the Charterer such Lessee shall assume the ------------- obligations of the Owner Trustee pursuant to the next sentence), on the date of purchase, the Charterer purchase such Lessee shall have provided to the Indenture Trustee and Owner Trustee an opinion of counsel for the Charterer or its designee (which may, in each case, be internal counsel)such Lessee, dated the date of purchase, which, subject to usual or customary exceptions, shall be to the effect that, upon consummation of such purchase, this Participation Agreement and Agreement, the Trust Agreement, the Lease and, in the case of GMHE, the Guaranty Agreement constitute constitutes the legal, valid and binding obligations obligation of the Charterer or such designeeLessee, enforceable against the Charterer or such designee, Lessee in accordance with their respective 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 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 Charterer or such designee Lessee is unable to provide such opinion, concurrently with the purchase of the Beneficial Interest, Interest Lessees shall assume (ion a full recourse basis) the Charterer or such designee may - assume the obligations of the Owner Trustee under the Secured Notes and under the Indenture in accordance with with, subject to the conditions of and with the effect provided in Section 3.04 5.05(a) hereof and Section 2.13 of the Indenture and Section 11.6 hereofIndenture, and upon such --------------- assumption the Charterer or such designee Lessee shall have the right to terminate the Trust Agreement Agreement. (e) Owner Trustee and Lessees acknowledge and agree that the former Owner Participant which shall have transferred the Beneficial Interest to a Lessee pursuant to this Section 11.02 (the "Transferor") is entitled to all Rent ------------- which by its terms is payable in arrears accrued to and including, or (ii) attributable to events or circumstances occurring prior to, the -- Charterer may revoke its purchase, election or other notice under the Charter, in which event the Charter shall continue as set forth thereindate of purchase pursuant to this Section 11.