Common use of Title to Modifications; Purchase Option for Severable Clause in Contracts

Title to Modifications; Purchase Option for Severable. Modifications. (i) Title to all Severable Modifications to the Vessel not ------------- required by any Governmental Rule or Governmental Action and not financed by Owner through the issuance of Additional Notes shall vest in Charterer or any Person designated by Charterer. Charterer may remove (or allow to be removed) any such Severable Modification prior to or, subject to Article 13(c)(iii), upon the expiration of the Charter Period. (ii) Title to (x) Severable Modifications to the Vessel required by any Governmental Rule or Governmental Action, (y) Nonseverable Modifications to the Vessel, and (z) Modifications financed through the issuance of Additional Notes shall vest in Owner free and clear of all Liens except Permitted Liens. (iii) Owner shall have the option, at the expiration of the Charter Period, to purchase any Severable Modifications to the Vessel (x) which was not required by any Governmental Rule or Governmental Action and which was not financed by the issuance of Additional Notes, (y) title to which is in Charterer or any Affiliate of Charterer on the last day of the Charter Period and (z) which is necessary for the economic operation of the Vessel and which is not commercially available for purchase by Owner, at a purchase price equal to the Fair Market Sales Value of such Severable Modification as of such date; provided -------- that any Severable Modification to the Vessel not removed by such date and as to which Charterer has not provided Owner prior to such date written notice to the effect that it is intended that such Severable Modification shall be removed shall, to the extent of Charterer's (or its Affiliate's) interest therein, be deemed transferred to Owner without further act or payment. On or prior to the 90th day prior to the expiration of the Charter Period, Charterer shall provide Owner with notice of such Severable Modifications that it intends to remove. Owner may exercise its option to purchase such Severable Modifications by written notice to such effect delivered to Charterer at least 30 days prior to expiration of the Charter Period. Owner and Charterer shall attempt to agree upon the Fair Market Sales Value of such Severable Modification as of the expiration of the Charter Period. If Owner and Charterer shall fail to agree within 15 days after such written notice, such Fair Market Sales Value of any such Severable Modification shall be determined by the Appraisal Procedure. If Owner shall have exercised its option to purchase any Severable Modification to the Vessel pursuant to this Article 13(c)(iii), Charterer, if requested by Owner, shall furnish (or cause to be furnished) to Owner a xxxx of sale or assignment, in form and substance reasonably satisfactory to Owner, conveying the right, title and interest of Charterer (or its Affiliate) in and to such Severable Modification, free and clear of all Liens (other than Permitted Liens described in clauses (a), (b), (f) and (g) of the definition thereof), to Owner.

Title to Modifications; Purchase Option for Severable. Modifications. (iA) Title Subject to Section 8(c)(ii), title to all Severable ------------- Optional Modifications to the Vessel not ------------- required by any Governmental Rule or Governmental Action and not financed by Owner through the issuance of Additional Notes shall vest in the Charterer or any Person designated by the Charterer. The Charterer may remove (or allow to be removed) any such Severable Optional Modification prior to or, subject to Article 13(c)(iii), or upon the expiration of the Charter PeriodTerm. (B) Subject to Section 8(c)(ii), at the time the Vessel is redelivered to the Shipowner, the Shipowner may offer to purchase, at the sole discretion of the Charterer, for fair market value (as agreed to by the Charterer in its sole discretion) any Severable Modifications. If the Shipowner shall have purchased any such Severable Modification pursuant to this Section 8(c)(i)(B), the Charterer, if requested by the Shipowner, shall furnish to the Shipowner, at no cost or expense to the Charterer, a xxxx of sale or assignment in form and substance reasonably satisfactory to the Shipowner, conveying the right, title and interest of the Charterer in and to such Severable Modification. Any purchase of a Severable Modification by the Shipowner hereunder shall be solely at the discretion of the Charterer. The Charterer shall have no obligation to convey to the Shipowner any Severable Modification that is not a Required Modification. (ii) Title to (xA) Severable Required Modifications to the Vessel required by any Governmental Rule or Governmental ActionVessel, (yB) Nonseverable Modifications to the Vessel, Vessel and (zC) any Severable Modifications that are financed through by the issuance Shipowner pursuant to Section 8(d)(ii) hereof and Section 14 of Additional Notes the Participation Agreement shall vest in Owner the Shipowner free and clear of all Liens except Permitted Liens. (iii) Owner shall have the option, at the expiration of the Charter Period, to purchase any Severable Modifications to the Vessel (x) which was not required by any Governmental Rule or Governmental Action and which was not financed by the issuance of Additional Notes, (y) title to which is in Charterer or any Affiliate of Charterer on the last day of the Charter Period and (z) which is necessary for the economic operation of the Vessel and which is not commercially available for purchase by Owner, at a purchase price equal to the Fair Market Sales Value of such Severable Modification as of such date; provided -------- that any Severable Modification to the Vessel not removed by such date and as to which Charterer has not provided Owner prior to such date written notice to the effect that it is intended that such Severable Modification shall be removed shall, to the extent of Charterer's (or its Affiliate's) interest therein, be deemed transferred to Owner without further act or payment. On or prior to the 90th day prior to the expiration of the Charter Period, Charterer shall provide Owner with notice of such Severable Modifications that it intends to remove. Owner may exercise its option to purchase such Severable Modifications by written notice to such effect delivered to Charterer at least 30 days prior to expiration of the Charter Period. Owner and Charterer shall attempt to agree upon the Fair Market Sales Value of such Severable Modification as of the expiration of the Charter Period. If Owner and Charterer shall fail to agree within 15 days after such written notice, such Fair Market Sales Value of any such Severable Modification shall be determined by the Appraisal Procedure. If Owner shall have exercised its option to purchase any Severable Modification to the Vessel pursuant to this Article 13(c)(iii), Charterer, if requested by Owner, shall furnish (or cause to be furnished) to Owner a xxxx of sale or assignment, in form and substance reasonably satisfactory to Owner, conveying the right, title and interest of Charterer (or its Affiliate) in and to such Severable Modification, free and clear of all Liens (other than Permitted Liens described in clauses (a), (b), (f) and (g) of the definition thereof), to Owner.