Common use of Purchase of Capacity Clause in Contracts

Purchase of Capacity. 1.1 Individual units of Capacity as set out in Schedule 2A or 2B, as applicable, (each a "Unit") shall be available for activation in tranches (each a "Tranche") pursuant to the delivery schedule set out in Schedule 6A or 6B, as applicable. GTE agrees to acquire the IRU (except as otherwise provided herein) in the Capacity in Tranche 1 and has the option to acquire the IRU (except as otherwise provided herein) in the Capacity in Tranches 2, 3, 4 and (if applicable) 5 for the purchase price set forth in Schedule 2A or 2B, as applicable (the "Purchase Price"), subject to the terms and conditions of this Agreement. GTE may exercise its option to acquire the Capacity in Tranches 2, 3, 4 and (if applicable) 5 by notice to FA-1 ***. GTE shall by the earlier of *** notify FA-1 whether Schedule 2A or 2B shall apply to this Agreement (and if GTE fails to give such notice by the required date Schedule 2A shall apply). If Schedule 2A applies then Schedule 6A shall apply and if Schedule 2B applies then Schedule 6B shall apply. 1.4 FA-1 shall: 1.4.1 Provide to GTE the circuit designations within one day after receipt of an Activation Notice from GTE; and 1.4.2 Provision the Requested Capacity within *** days (*** days in the case of the initial Requested Capacity to be activated following the Initial RFS Date) after receipt of an Activation Notice for such Requested Capacity in accordance with the standards described in Schedule 7. 1.5 Subject to GTE paying the Purchase Price in accordance with the terms of this Agreement, GTE shall have the right, subject to the terms of this Agreement, to use such Requested Capacity from the date provisioned under clause 1.4.2 until the System is decommissioned. 1.6 GTE shall be entitled to collocation pursuant to a collocation agreement to be negotiated between the Parties within 90 days of the execution of this Agreement, based on the principles set out in Schedule 4. 1.7 Nothing set forth in this Agreement shall require GTE to use purchased Capacity for transport of communications until such time as (a) GTE, in its sole discretion, determines to use such purchased Capacity, and (b) GTE has obtained all necessary approvals to use such purchased Capacity. 1.8 GTE shall have an ownership interest in the Capacity as provided herein but GTE shall have no legal title or ownership in the physical assets of the System itself, including any proceeds from the disposition of the System. 1.9 In the event that (i) after using commercially reasonable efforts, FA-1 does not have the underlying rights to grant an IRU in portions of the System located in France, England and between France and England and/or (ii) if any jurisdiction in which the System is located does not currently recognize or does not recognize in the future the conveyance of communications facilities on an IRU basis and/or (iii) FA-1 chooses not to obtain an IRU on the portion of the System located in England that FLAG Atlantic Limited or a subsidiary will not own outright, then as to the Capacity on such portions of the System or within such jurisdiction(s) only, this Agreement shall be considered an agreement for a lease of such Capacity ("Lease"). 1.10 In the event that this Agreement is to be treated as a Lease for any portion of the Capacity, then as to such portion only, the terms "purchase" and any variations thereon shall mean "lease" or the appropriate variation thereof, and the terms "indefeasible right of use" and "IRU" shall mean "Lease." Any other terms and conditions of this Agreement also shall be deemed modified only to the extent necessary to be consistent with the grant of a lease to GTE. All other terms and conditions of this Agreement shall remain unchanged and fully valid and enforceable.

Purchase of Capacity. 1.1 Purchaser agrees to acquire the right to use the Capacity for the purchase price set forth in Schedule 2 (the "Purchase Price"), subject to the terms and conditions of this Agreement. 1.2 Individual units of Capacity as set out in Schedule 2A or 2B, as applicable, 2 (each a "Unit") shall be available for activation in tranches (each a "Tranche") pursuant to the delivery schedule set out in Schedule 6A or 6B, as applicable3. GTE agrees FA-1 shall notify Purchaser of the actual date upon which the Initial Stage of the System is able to acquire the IRU carry commercial traffic (except as otherwise provided herein) in the Capacity in Tranche 1 and has the option to acquire the IRU (except as otherwise provided herein) in the Capacity in Tranches 2, 3, 4 and (if applicable) 5 for the purchase price set forth in Schedule 2A or 2B, as applicable (the "Purchase PriceInitial RFS Date"), subject . FA-1 shall further notify Purchaser of the actual date upon which Units of Capacity within subsequent Tranches are available for activation ("Availability Notice"). Subject to the terms foregoing, when Purchaser wishes to activate one or more Units of Capacity it shall provide FA-1 with a notice ("Activation Notice") indicating the number of Units of Capacity that Purchaser wishes to activate ("Requested Capacity") and conditions a proposed activation date for each Unit of this Agreement. GTE may exercise its option to acquire the Capacity in Tranches 2, 3, 4 and (if applicable) 5 by notice to FA-1 ***. GTE shall by the earlier of *** notify FA-1 whether Schedule 2A or 2B shall apply to this Agreement (and if GTE fails to give such notice by the required date Schedule 2A shall apply). If Schedule 2A applies then Schedule 6A shall apply and if Schedule 2B applies then Schedule 6B shall applyCapacity. 1.4 FA-1 1.3 In accordance with the provisions of clause 1.2 Purchaser shall: 1.4.1 Provide to GTE 1.3.1 Within 90 days of the circuit designations within one day after receipt of date hereof, provide FA-1 with an Activation Notice from GTE; and 1.4.2 Provision the Requested Capacity within *** days (*** days in the case estimate of the initial Requested number of Units of Capacity it will wish to be activated activate pursuant hereto following the Initial RFS Date) after receipt of . 1.3.2 Not less than 60 days prior to the Scheduled Initial RFS Date, provide FA-1 with an Activation Notice for such indicating the Requested Capacity in accordance with it wishes to activate pursuant hereto following the standards described in Schedule 7Initial RFS Date. 1.5 Subject 1.3.3 For each of Tranches 2, 3 and 4 provide FA-1 with an Activation Notice indicating the Requested Capacity it wishes to GTE paying activate within the Purchase Price in accordance with the terms of this Agreement, GTE shall have the right, subject Tranche 45 days prior to the terms of this Agreement, to use such Requested Capacity from the date provisioned under clause 1.4.2 until the System is decommissioned. 1.6 GTE shall be entitled to collocation pursuant to a collocation agreement to be negotiated between the Parties within 90 days beginning of the execution of this Agreement, based on the principles set out in Schedule 4. 1.7 Nothing set forth in this Agreement shall require GTE to use purchased Capacity for transport of communications until such time as (a) GTE, in its sole discretion, determines to use such purchased Capacity, and (b) GTE has obtained all necessary approvals to use such purchased Capacity. 1.8 GTE shall have an ownership interest in the Capacity as provided herein but GTE shall have no legal title or ownership in the physical assets of the System itself, including any proceeds from the disposition of the System. 1.9 In the event that (i) after using commercially reasonable efforts, FA-1 does not have the underlying rights to grant an IRU in portions of the System located in France, England and between France and England and/or (ii) if any jurisdiction quarter in which the System is located does Capacity within that Tranche will be available for activation. 1.3.4 Subject to clause 1.3.2, when it wishes to activate any Units of Capacity within a Tranche, provided that an Availability Notice has been delivered for that Tranche and Purchaser has activated all the Capacity within the previous Tranche, provide FA-1 with an Activation Notice therefor not currently recognize or does not recognize in the future the conveyance of communications facilities on an IRU basis and/or (iii) FA-1 chooses not to obtain an IRU on the portion of the System located in England that FLAG Atlantic Limited or a subsidiary will not own outright, then as less than 45 days prior to the Capacity on such portions of the System or within such jurisdiction(s) only, this Agreement shall be considered an agreement for a lease of such Capacity ("Lease")proposed activation date. 1.10 In the event that this Agreement is to be treated as a Lease for any portion of the Capacity, then as to such portion only, the terms "purchase" and any variations thereon shall mean "lease" or the appropriate variation thereof, and the terms "indefeasible right of use" and "IRU" shall mean "Lease." Any other terms and conditions of this Agreement also shall be deemed modified only to the extent necessary to be consistent with the grant of a lease to GTE. All other terms and conditions of this Agreement shall remain unchanged and fully valid and enforceable.

Purchase of Capacity. 1.1 Individual units of Capacity as set out in Schedule 2A or 2B, as applicable, (each a "Unit") shall be available for activation in tranches (each a "Tranche") pursuant to the delivery schedule set out in Schedule 6A or 6B, as applicable. GTE XXXX ATLANTIC agrees to acquire the IRU (except as otherwise provided herein) in the Capacity in Tranche 1 and has the option to acquire the IRU (except as otherwise provided herein) in the Capacity in Tranches 2, 3, 4 and (if applicable) 5 for the purchase price set forth in Schedule 2A or 2B, as applicable (the "Purchase Price"), subject to the terms and conditions of this Agreement. GTE XXXX ATLANTIC may exercise its option to acquire the Capacity in Tranches 2, 3, 4 and (if applicable) 5 by notice to FA-1 ***. GTE XXXX ATLANTIC shall by the earlier of *** notify FA-1 whether Schedule 2A or 2B shall apply to this Agreement (and if GTE XXXX ATLANTIC fails to give such notice by the required date Schedule 2A shall apply). If Schedule 2A applies then Schedule 6A shall apply and if Schedule 2B applies then Schedule 6B shall apply. 1.4 FA-1 shall: 1.4.1 Provide to GTE XXXX ATLANTIC the circuit designations within one day after receipt of an Activation Notice from GTEXXXX ATLANTIC; and 1.4.2 Provision the Requested Capacity within *** days (*** days in the case of the initial Requested Capacity to be activated following the Initial RFS Date) after receipt of an Activation Notice for such Requested Capacity in accordance with the standards described in Schedule 7. 1.5 Subject to GTE XXXX ATLANTIC paying the Purchase Price in accordance with the terms of this Agreement, GTE XXXX ATLANTIC shall have the right, subject to the terms of this Agreement, to use such Requested Capacity from the date provisioned under clause 1.4.2 until the System is decommissioned. 1.6 GTE XXXX ATLANTIC shall be entitled to collocation pursuant to a collocation agreement to be negotiated between the Parties within 90 days of the execution of this Agreement, based on the principles set out in Schedule 4. 1.7 Nothing set forth in this Agreement shall require GTE XXXX ATLANTIC to use purchased Capacity for transport of communications until such time as (a) GTEXXXX ATLANTIC, in its sole discretion, determines to use such purchased Capacity, and (b) GTE XXXX ATLANTIC has obtained all necessary approvals to use such purchased Capacity. 1.8 GTE XXXX ATLANTIC shall have an ownership interest in the Capacity as provided herein but GTE XXXX ATLANTIC shall have no legal title or ownership in the physical assets of the System itself, including any proceeds from the disposition of the System. 1.9 In the event that (i) after using commercially reasonable efforts, FA-1 does not have the underlying rights to grant an IRU in portions of the System located in France, England and between France and England and/or (ii) if any jurisdiction in which the System is located does not currently recognize or does not recognize in the future the conveyance of communications facilities on an IRU basis and/or (iii) FA-1 chooses not to obtain an IRU on the portion of the System located in England that FLAG Atlantic Limited or a subsidiary will not own outright, then as to the Capacity on such portions of the System or within such jurisdiction(s) only, this Agreement shall be considered an agreement for a lease of such Capacity ("Lease"). 1.10 In the event that this Agreement is to be treated as a Lease for any portion of the Capacity, then as to such portion only, the terms "purchase" and any variations thereon shall mean "lease" or the appropriate variation thereof, and the terms "indefeasible right of use" and "IRU" shall mean "Lease." Any other terms and conditions of this Agreement also shall be deemed modified only to the extent necessary to be consistent with the grant of a lease to GTEXXXX ATLANTIC. All other terms and conditions of this Agreement shall remain unchanged and fully valid and enforceable.

Purchase of Capacity. 1.1 Individual units of Capacity as set out in Schedule 2A or 2B, as applicable, (each a "Unit") shall be available for activation in tranches (each a "Tranche") pursuant to the delivery schedule set out in Schedule 6A or 6B, as applicable. GTE XXXX ATLANTIC agrees to acquire the IRU (except as otherwise provided herein) in the Capacity in Tranche 1 and has the option to acquire the IRU (except as otherwise provided herein) in the Capacity in Tranches 2, 3, 4 and (if applicable) 5 for the purchase price set forth in Schedule 2A or 2B, as applicable (the "Purchase Price"), subject to the terms and conditions of this Agreement. GTE XXXX ATLANTIC may exercise its option to acquire the Capacity in Tranches 2, 3, 4 and (if applicable) 5 by notice to FA-1 ***. GTE XXXX ATLANTIC shall by the earlier of *** notify FA-1 whether Schedule 2A or 2B shall apply to this Agreement (and if GTE XXXX ATLANTIC fails --------------- CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE PORTIONS OF THIS AGREEMENT MARKED WITH THREE ASTERISKS (***) AND THE REDACTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION to give such notice by the required date Schedule 2A shall apply). If Schedule 2A applies then Schedule 6A shall apply and if Schedule 2B applies then Schedule 6B shall apply. 1.4 FA-1 shall: 1.4.1 Provide to GTE the circuit designations within one day after receipt of an Activation Notice from GTE; and 1.4.2 Provision the Requested Capacity within *** days (*** days in the case of the initial Requested Capacity to be activated following the Initial RFS Date) after receipt of an Activation Notice for such Requested Capacity in accordance with the standards described in Schedule 7. 1.5 Subject to GTE paying the Purchase Price in accordance with the terms of this Agreement, GTE shall have the right, subject to the terms of this Agreement, to use such Requested Capacity from the date provisioned under clause 1.4.2 until the System is decommissioned. 1.6 GTE shall be entitled to collocation pursuant to a collocation agreement to be negotiated between the Parties within 90 days of the execution of this Agreement, based on the principles set out in Schedule 4. 1.7 Nothing set forth in this Agreement shall require GTE to use purchased Capacity for transport of communications until such time as (a) GTE, in its sole discretion, determines to use such purchased Capacity, and (b) GTE has obtained all necessary approvals to use such purchased Capacity. 1.8 GTE shall have an ownership interest in the Capacity as provided herein but GTE shall have no legal title or ownership in the physical assets of the System itself, including any proceeds from the disposition of the System. 1.9 In the event that (i) after using commercially reasonable efforts, FA-1 does not have the underlying rights to grant an IRU in portions of the System located in France, England and between France and England and/or (ii) if any jurisdiction in which the System is located does not currently recognize or does not recognize in the future the conveyance of communications facilities on an IRU basis and/or (iii) FA-1 chooses not to obtain an IRU on the portion of the System located in England that FLAG Atlantic Limited or a subsidiary will not own outright, then as to the Capacity on such portions of the System or within such jurisdiction(s) only, this Agreement shall be considered an agreement for a lease of such Capacity ("Lease"). 1.10 In the event that this Agreement is to be treated as a Lease for any portion of the Capacity, then as to such portion only, the terms "purchase" and any variations thereon shall mean "lease" or the appropriate variation thereof, and the terms "indefeasible right of use" and "IRU" shall mean "Lease." Any other terms and conditions of this Agreement also shall be deemed modified only to the extent necessary to be consistent with the grant of a lease to GTE. All other terms and conditions of this Agreement shall remain unchanged and fully valid and enforceable.