Common use of Retention of Transponders by Lessor Clause in Contracts

Retention of Transponders by Lessor. If Lessee shall elect to ----------------------------------- terminate this Lease pursuant to Section 8(a), Lessor may, subject to Lessee's right to cancel the proposed notice of termination, elect to retain rather than sell the Transponders by giving irrevocable notice to Lessee and Agent no later than 45 days prior to the Termination Date. If Lessor so elects to retain the Transponders, on the Termination Date (i) Lessor shall pay to Agent an amount equal to the unpaid principal amount of and accrued interest on the outstanding Notes, (ii) Lessee shall pay to Lessor or the Person entitled thereto as provided in the Operative Documents on the Termination Date (A) all unpaid Base Rent due on or before such Termination Date with respect to the Transponders, if any, and (B) any other Rent with respect to the Transponders due and unpaid as of such Termination Date (excluding Termination Value or, if the Transponders are sold, any amounts required to be paid by Lessee pursuant to the second sentence of Section 8(b) and any Scheduled Rent designated as "advance rent" on Schedule A hereto with respect to the Termination Date), (iii) this Lease and the obligations of Lessee hereunder shall terminate, other than Lessee's obligation to pay Supplemental Rent attributable to acts, events or conditions occurring or existing on or prior to such termination or as otherwise expressly provided in the Tax Indemnification Agreement, if any, and (iv) Lessor shall execute and deliver to Lessee, at Lessee's reasonable expense, such instruments as Lessee shall reasonably request to evidence the termination of this Lease. In the event Owner Participant fails to make funds available to Owner Trustee to enable Lessor to pay the amounts specified in clause (i) of this Section 8(c) or Lessee fails to pay the amounts specified in clause (ii) of such sentence, Lessee shall be deemed to have canceled its notice of termination and the Lease shall continue in full force and effect (and in the case of Lessor's failure to pay the amounts set forth in clause (i), above, Lessee shall have the right to enforce the obligations of Owner Participant as set forth in Section 5.02(j) of the Participation Agreement).

Retention of Transponders by Lessor. If Lessee shall elect to terminate ----------------------------------- terminate this Lease pursuant to Section 8(a), Lessor may, subject to Lessee's right to cancel the proposed notice of termination, elect to retain rather than sell the Transponders by giving irrevocable notice to Lessee and Agent Indenture Trustee no later than 45 days prior to the Termination Date. If Lessor so elects to retain the Transponders, on the Termination Date (i) Lessor shall pay to Agent Indenture Trustee an amount equal to the unpaid principal amount of and accrued interest on the outstanding Notes, Notes and (ii) Lessee shall pay to Lessor or the Person entitled thereto as provided in the Operative Documents on the Termination Date (AA)(i) all unpaid Base Rent due on or before such Termination Date with respect to the TranspondersTransponders due prior to the Termination Date and (ii) in the event that the Termination Date 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 respect to the Transponders designated as an "arrears rent" on Schedule A, as adjusted pursuant to Section 12.05 or 12.06, subject to Sections 12.07 and 12.08, of the Participation Agreement, as applicable, due on such Termination Date and the Rent Differential Amount with respect to such date, if any, and (B) any all other Rent with respect to the Transponders due and unpaid as of such Termination Date (excluding Termination Value or, if the Transponders are sold, other than any amounts required to be paid by Lessee pursuant to the second sentence of Section 8(b)) due and any Scheduled Rent designated as "advance rent" owing on Schedule A hereto with respect or prior to the Termination Date), including an amount equal to Variable Amount, if any, on the outstanding Notes, (iii) this Lease and the obligations of Lessee hereunder shall terminate, other than Lessee's obligation to pay Supplemental Rent attributable to acts, events or conditions occurring or existing on or prior to such termination or as otherwise expressly provided in the Tax Indemnification Agreement, if anyAgreement with respect to a loss of FSC Benefits, and (iv) Lessor shall execute and deliver to Lessee, at Lessee's reasonable expense, such instruments as Lessee shall reasonably request to evidence the termination of this Lease. In the event Owner Participant fails to make funds available to Owner Trustee to enable Lessor to pay the amounts specified in clause (i) of this Section 8(c) or Lessee fails to pay the amounts specified in clause (ii) of such sentence, Lessee shall be deemed to have canceled its notice of termination and the Lease shall continue in full force and effect (and in the case of Lessor's failure to pay the amounts set forth in clause (i), above, Lessee shall have the right to enforce the obligations of Owner Participant as set forth in Section 5.02(j) of the Participation Agreement).

Retention of Transponders by Lessor. If Lessee shall elect to terminate ----------------------------------- terminate this Lease pursuant to Section 8(a), Lessor may, subject to Lessee's right to cancel the proposed notice of termination, elect to retain rather than sell the Transponders by giving irrevocable notice to Lessee and Agent Indenture Trustee no later than 45 days prior to the Termination Date. If Lessor so elects to retain the Transponders, on the Termination Date (i) Lessor shall pay to Agent Indenture Trustee an amount equal to the unpaid principal amount of of, and accrued interest Premium, if any, due on the outstanding Notes, Notes and (ii) Lessee shall pay to Lessor or the Person entitled thereto as provided in the Operative Documents on the Termination Date (A) (i) all unpaid Base Rent due on or before such Termination Date with respect to the TranspondersTransponders due prior to the Termination Date and (ii) in the event that the Termination Date is a Rent Payment Date on which a Schedule Rent payment designated as an "arrears rent" on Schedule A hereto as adjusted pursuant to Section 4 is due, the sum of any Scheduled Rent with respect to the Transponders designated as an "arrears rent" on Schedule A as adjusted pursuant to Section 4 due on such Termination Date and the Rent Differential amount with respect to such date, if any, and (B) any all other Rent with respect to the Transponders due and unpaid as of such Termination Date (excluding Termination Value or, if the Transponders are sold, other than any amounts required to be paid by Lessee pursuant to the second sentence of Section 8(b)) due and any Scheduled Rent designated as "advance rent" owing on Schedule A hereto with respect or prior to the Termination Date), including Premium, if any, on the outstanding Notes, (iii) this Lease and the obligations of Lessee hereunder shall terminate, other than Lessee's obligation to pay Supplemental Rent attributable to acts, events or conditions occurring or existing on or prior to such termination or as otherwise expressly provided in the Tax Indemnification Agreement, if anytermination, and (iv) Lessor shall execute and deliver to Lessee, at Lessee's reasonable expense, such instruments as Lessee shall reasonably request to evidence the termination of this Lease. In the event Owner Participant fails to make funds available to Owner Trustee to enable Lessor to pay the 43 amounts specified in clause (i) of this Section 8(c) or Lessee fails to pay the amounts specified in clause (ii) of such sentence, Lessee shall be deemed to have canceled cancelled its notice of termination and the Lease shall continue in full force and effect (and in the case of Lessor's failure to pay the amounts set forth in clause (i), above, Lessee shall have the right to enforce the obligations of Owner Participant as set forth in Section 5.02(j) of the Participation Agreement).

Retention of Transponders by Lessor. If Lessee shall elect to ----------------------------------- terminate this Lease pursuant to Section 8(a), Lessor may, subject to Lessee's right to cancel the proposed notice of termination, elect to retain rather than sell the Transponders Transponder by giving irrevocable notice to Lessee and Agent Indenture Trustee no later than 45 days prior to the Termination Date. If Lessor so elects to retain the Transponders, on the Termination Date (i) Lessor shall pay to Agent Indenture Trustee an amount equal to the unpaid principal amount of of, and accrued interest Premium, if any, due on the outstanding Notes, Notes and (ii) Lessee shall pay to Lessor or the Person entitled thereto as provided in the Operative Documents on the Termination Date (A) (i) all unpaid Base Rent due on or before such Termination Date with respect to the TranspondersTransponders due prior to the Termination Date and (ii) in the event that the Termination Date is a Rent Payment Date on which a Schedule Rent payment designated as an "arrears rent" on Schedule A hereto as adjusted pursuant to Section 4 is due, the sum of any Scheduled Rent with respect to the Transponder designated as an "arrears rent" on Schedule A as adjusted pursuant to Section 4 due on such Termination Date and the Rent Differential amount with respect to such date, if any, and (B) any all other Rent with respect to the Transponders due and unpaid as of such Termination Date (excluding Termination Value or, if the Transponders are sold, other than any amounts required to be paid by Lessee pursuant to the second sentence of Section 8(b)) due and any Scheduled Rent designated as "advance rent" owing on Schedule A hereto with respect or prior to the Termination Date), including Premium, if any, on the outstanding Notes, (iii) this Lease and the obligations of Lessee hereunder shall terminate, other than Lessee's obligation to pay Supplemental Rent attributable to acts, events or conditions occurring or existing on or prior to such termination or as otherwise expressly provided in the Tax Indemnification Agreement, if anytermination, and (iv) Lessor shall execute and deliver to Lessee, at Lessee's reasonable expense, such instruments as Lessee shall reasonably request to evidence the termination of this Lease. In the event Owner Participant fails to make funds available to Owner Trustee to enable Lessor to pay the amounts specified in clause (i) of this Section 8(c) or Lessee fails to pay the amounts specified in clause (ii) of such sentence, Lessee shall be deemed to have canceled cancelled its notice of termination and the Lease shall continue in full force and effect (and in the case of Lessor's failure to pay the amounts set forth in clause (i), above, Lessee shall have the right to enforce the obligations of Owner Participant as set forth in Section 5.02(j) of the Participation Agreement).

Retention of Transponders by Lessor. If Lessee shall elect to ----------------------------------- terminate this Lease pursuant to Section 8(a), Lessor may, subject to Lessee's ’s right to cancel the proposed notice of terminationtermination notice, elect to retain rather than sell the Buyer’s Transponders by giving irrevocable notice to Lessee and Agent Indenture Trustee no later than 45 forty-five (45) days prior to the Termination Date. If Lessor so elects to retain the Buyer’s Transponders, on the Termination Date (i) Lessor shall pay to Agent Indenture Trustee an amount equal to the unpaid outstanding principal amount of of, and accrued interest on on, the outstanding NotesNotes and any applicable Premium Amount, (ii) Lessee shall pay to Lessor or the Person entitled thereto as provided in the Operative Documents on the Termination Date (A) all unpaid Base Rent due on or before such Termination Date with respect prior to the TranspondersTermination Date, if any, and (B) any all unpaid Supplemental Rent (other Rent with respect to the Transponders due and unpaid as of such Termination Date (excluding Termination Value or, if the Transponders are sold, than any amounts required to be paid by Lessee pursuant to the second sentence of Section 8(b)) and any Scheduled Rent designated as "advance rent" accrued or due on Schedule A hereto with respect or prior to the Termination Date), if any, and (C) all reasonable out-of-pocket costs and expenses incurred by Lessor, Owner Participant, Owner Participant Guarantor and, for so long as the Indenture shall be in effect, Indenture Trustee, in connection with any notice of termination, (iii) upon payment of such amounts, this Lease and the obligations of Lessee hereunder shall terminate, other than Lessee's obligation to pay Supplemental Rent attributable to acts, events or conditions occurring or existing on or prior to such termination or as otherwise expressly provided in the Tax Indemnification Agreement, if anyindemnification or other obligations which by their terms survive such termination, and (iv) Lessor shall execute and deliver to Lessee, at Lessee's ’s reasonable expense, such instruments as Lessee shall reasonably request to evidence the termination of this Lease. In the event Owner Participant fails to make funds available to Owner Trustee to enable Lessor to pay the amounts specified in clause (i) of this Section 8(c) or Lessee fails to pay the amounts specified in clause (ii) of such sentence, Lessee shall be deemed to have canceled its notice of termination and the Lease shall continue in full force and effect (and in the case of Lessor's ’s failure to pay the amounts set forth in clause (i), above, Lessee shall have the right to enforce the obligations of Owner Participant as set forth in Section 5.02(j5.02(g) of the Participation Agreement).