Common use of Purchase Options Clause in Contracts

Purchase Options. (a) Purchase Option Events. So long as no Bankruptcy Default or ---------------------- any Event of Default has occurred and is continuing, Lessee shall have the right to purchase: (i) all but not less than all of the Transponders, if Lessee timely delivers or is deemed to have delivered the Final Notice contemplated by clause (ii) of the second paragraph of Section 18(a) (stating that it will purchase the Transponders), on the expiration date of the Basic Term or the Renewal Term, as applicable, at a purchase price equal to the Fair Market Sales Value of the Transponders as of such date as determined pursuant to the Subsequent Appraisal; (ii) all (but not less than all) of the Transponders on the EBO Date at a purchase price equal to the EBO Amount therefor; (iii) if Owner Participant has become a Competitor and fails to transfer all of its right, title and interest in and to the Lessor's Estate and the Operative Documents in accordance with Article XIV of the Participation Agreement within three (3) months after the Owner Participant has become a Competitor, all (but not less than all) of the Transponders on any Rent Payment Date, at a purchase price equal to the greater of (A) the Termination Value for such Transponders as of such Rent Payment Date and (B) the Fair Market Sales Value of such Transponders as of such Rent Payment Date, as determined by an appraisal obtained in accordance with Section 19(b)(ii); and (iv) if the aggregate of all Rental Adjustments, if any, under the Lease, which occur after the Commencement Date, when combined with all Rental Adjustments made on or prior to the Commencement Date pursuant to the Participation Agreement, shall result in (A) an increase in the present value of Scheduled Rent with respect to the Transponders (expressed as a percentage of Lessor's Cost) either on a full term basis or through the EBO Date including the EBO Amount (discounted in each case to the Commencement Date at the Discount Rate), as compared to the analogous present value set forth on Item 7 or Item 8 to Schedule E hereto, and, as a result thereof, ---------- in the judgment of Lessee, the lease transaction contemplated herein shall be economically disadvantageous to the Lessee as compared to a medium term financing or (B) the Lease not qualifying as an Operating Lease for Lessee, then Lessee shall have the right to purchase all (but not less than all) of ---- the Transponders on any Rent Payment Date at a price equal to the higher of (i) the Fair Market Sales Value of the Transponders on such Rent Payment Date (offset, in the event such Fair Market Sales Value is greater than the Fair Market Sales Value set forth in the Commencement Date Appraisal, by an amount equal to the excess of (y) the actual Fair Market Sales Value of the Transponders on the Commencement Date, as determined by an appraisal obtained in accordance with Section 19(b)(ii), which appraisal shall take into consideration all factors and conditions existing on the Commencement Date that were not taken into account in the determination of Fair Market Sales Value set forth in the Commencement Date Appraisal over (z) Lessor's Cost for the Transponders set forth in the Commencement Date Appraisal) or (ii) the Termination Value of the Transponders on such Rent Payment Date.

Purchase Options. (a) Purchase Option Events. So long as no Bankruptcy Default or ---------------------- any Event of Default has occurred 35.1 Tenant shall have and is continuing, Lessee shall have hereby granted the right option to purchase: (i) all but not less than all of the Transponders, if Lessee timely delivers or is deemed to have delivered the Final Notice contemplated by clause (ii) of the second paragraph of Section 18(a) (stating that it will purchase the Transponders)Property as of October 31, on 1999, or annually as of each succeeding October 31 thereafter during the expiration date of the Basic Term or the Renewal Term, as applicable, at for a purchase price equal to the Fair Market Sales Value of the Transponders as of such date as determined pursuant to Section 35.2 and on the Subsequent Appraisal; (ii) all (but not less than all) other terms and conditions hereinafter set forth in this Article 35. Tenant may exercise any such option by giving written notice thereof to Landlord at any time on or before May 1 of the Transponders on same year as the EBO Date at a October 31 option date in question occurs. 35.2 The purchase price equal to for the EBO Amount therefor; (iii) if Owner Participant has become a Competitor and fails to transfer all of its right, title and interest in and to the Lessor's Estate and the Operative Documents in accordance with Article XIV of the Participation Agreement within three (3) months after the Owner Participant has become a Competitor, all (but not less than all) of the Transponders on any Rent Payment Date, at a purchase price Property shall be an amount equal to the greater of Four Million Dollars (A$4,000,000.00) the Termination Value for such Transponders as or ninety percent (90%) of such Rent Payment Date and (B) the Fair Market Sales Value of such Transponders the Property as of the date of exercise of such Rent Payment Date, as determined by an appraisal obtained in accordance with Section 19(b)(ii); and (iv) if the aggregate of all Rental Adjustments, if any, under the Lease, which occur after the Commencement Date, when combined with all Rental Adjustments made on or prior option. If Landlord and Tenant have not agreed to the Commencement Date pursuant appointment of a single appraiser as contemplated by subsection 3.3.1 within thirty (30) days after exercise of the option, then the appraisers shall be appointed as provided in subsection 3.3.2, with each party obligated to appoint an appraiser and give notice thereof within fifteen (15) days after expiration of such thirty (30) day period. If the Participation Agreement, shall result in purchase price exceeds Four Million Dollars (A) an increase in the present value of Scheduled Rent with respect to the Transponders (expressed as a percentage of Lessor's Cost) either on a full term basis or through the EBO Date including the EBO Amount (discounted in each case to the Commencement Date at the Discount Rate$4,000,000.00), as compared then at any time within twenty (20) days after such determination is communicated to Tenant, Tenant may terminate the analogous present value set forth on Item 7 agreement formed by exercise of the purchase option by giving notice thereof to Landlord without thereby otherwise affecting or Item 8 to Schedule E heretoimpairing this Lease. If Tenant so terminates such agreement, and, as a result thereof, ---------- Tenant shall pay all costs and expenses incurred by Landlord in the judgment connection with such determination of Lessee, the lease transaction contemplated herein shall be economically disadvantageous to the Lessee as compared to a medium term financing or (B) the Lease not qualifying as an Operating Lease for Lessee, then Lessee shall have the right to purchase all (but not less than all) of ---- the Transponders on any Rent Payment Date at a price equal to the higher of (i) the Fair Market Sales Value of the Transponders on such Rent Payment Date Property, including the appraisal fees and expenses and attorney fees. 35.3 After exercise of the option pursuant to this Article, Landlord shall furnish to Tenant an abstract of title or registered property abstract certified to date to include all proper searches and a title insurance commitment (offsetALTA form 1970-B) with all standard exceptions deleted and agreeing to insure, in the event such Fair Market Sales Value is greater than the Fair Market Sales Value set forth in the Commencement Date Appraisal, by an amount equal subject only to the excess of matters listed on Schedule A to this First Amendment to Lease (y) the actual Fair Market Sales Value of the Transponders on the Commencement Date, as determined by an appraisal obtained in accordance with Section 19(b)(ii"Permitted Encumbrances"), which appraisal this Lease and any encumbrances created on or after the date hereof by Tenant or those claiming by, through or under Tenant and with such affirmative insurance as Tenant (or its lender) may reasonably require. Tenant shall take into consideration all factors and conditions existing on pay the Commencement Date premium for any policy issued to Tenant pursuant thereto, provided that were Tenant shall not taken into account in the determination of Fair Market Sales Value set forth in the Commencement Date Appraisal over (z) Lessor's Cost be required to pay any charges for the Transponders set forth in the Commencement Date Appraisal) special endorsements or (ii) the Termination Value of the Transponders on such Rent Payment Datespecial coverages attributable to encumbrances other than those permitted under this Section 35.

Purchase Options. Provided that no Lease Default of the types specified in Sections 17.1(a), (ab) Purchase Option Events. So long as no Bankruptcy Default or ---------------------- any (j) or Lease Event of Default has shall have occurred and be continuing (unless such Lease Event of Default involves a single Property and can be cured by the exercise of the option to purchase by Lessee of such Property and such Property is continuingreferenced in the Purchase Notice (referenced below)), and subject to Section 19.2, Lessee shall have the right to purchase: option (i) all but not the "Purchase Option"), exercisable by giving Lessor no less than all of sixty (60) days irrevocable written notice (the Transponders, if Lessee timely delivers or is deemed to have delivered the Final Notice contemplated by clause (ii"Purchase Notice") of the second paragraph of Section 18(a) (stating that it will purchase the Transponders)Lessee's election to exercise such option as to any Property, on the expiration date any anniversary of the Basic Term Commencement Date for such Property (or the Renewal Termif all Properties are to be acquired on any such anniversary), as applicable, to purchase all or one or more Properties on such date specified in such Purchase Notice at a purchase price equal to the Fair Market Sales Termination Value for such Property or Properties (which the parties do not intend to be a "bargain" purchase price), and Lessee at such time shall also pay any and all Rent then due and owing and all other amounts then due and owing (including without limitation amounts, if any, described in clause FIRST of Section 22.2) (such Termination Value, Rent and other amounts being hereafter referred to as the "Purchase Option Price"); provided, however, that unless the Lessor otherwise consents or the Purchase Option is exercised after the Construction Period Termination Date with respect to all of the Transponders as Properties, the Purchase Option may not be exercised by the Lessee if, after giving effect to such exercise, the Maximum Property Cost of such date as determined the purchased Properties (together with all other Properties purchased by Lessee pursuant to the Subsequent Appraisal; (iithis Section 20.1) all (but not less would be greater than all) 35% of the Transponders on greatest Maximum Property Cost applicable at any time during the EBO Date at a purchase price equal Term. If Lessee exercises its Purchase Option pursuant to the EBO Amount therefor; (iii) if Owner Participant has become a Competitor and fails this Section 20.1, Lessor shall transfer to transfer Lessee all of its Lessor's right, title and interest in and to such Property as of the Lessor's Estate date specified in the Purchase Notice upon receipt of the Purchase Option Price, amounts, if any, referred to in clause FIRST of Section 22.2 and all Rent and other amounts then due and payable under this Lease and any other Operative Agreement. To effect any transfer and assignment by Lessor to Lessee under this Section 20.1, Lessor shall execute, acknowledge (where required) and deliver to Lessee each of the following: (i) a special or limited warranty Deed conveying the Property (to the extent it is real property) to Lessee free and clear of the Lien of this Lease, the Lien of the Credit Documents 27 and any Lessor Liens; (ii) a B▇▇▇ of Sale conveying the Property (to the extent it is personal property) to Lessee free and clear of the Lien of this Lease, the Lien of the Credit Documents and any Lessor Liens; (iii) any real estate tax affidavit or other document required by law to be executed and filed in order to record the Deed; and (iv) a FIRPTA affidavit. For purposes of this Lease and the other Operative Documents in accordance with Article XIV Agreements, any and all amounts paid by Lessee pursuant to the provisions of Section 10.3(f) of the Participation Agreement within three (3) months after the Owner Participant has become a Competitorshall be deemed to be amounts paid and received pursuant to this Section 20.1. Lessee may assign its rights under this Section 20.1 to another Person; provided, Lessee shall remain liable for all (but not less than all) obligations of the Transponders on any Rent Payment Date, at a purchase price equal Lessee hereunder respecting Property remaining subject to the greater terms of (A) the Termination Value for this Lease subsequent to such Transponders assignment as of if such Rent Payment Date and (B) the Fair Market Sales Value of such Transponders as of such Rent Payment Date, as determined by an appraisal obtained in accordance with Section 19(b)(ii); and (iv) if the aggregate of all Rental Adjustments, if any, under the Lease, which occur after the Commencement Date, when combined with all Rental Adjustments made on or prior to the Commencement Date pursuant to the Participation Agreement, shall result in (A) an increase in the present value of Scheduled Rent with respect to the Transponders (expressed as a percentage of Lessor's Cost) either on a full term basis or through the EBO Date including the EBO Amount (discounted in each case to the Commencement Date at the Discount Rate), as compared to the analogous present value set forth on Item 7 or Item 8 to Schedule E hereto, and, as a result thereof, ---------- in the judgment of Lessee, the lease transaction contemplated herein shall be economically disadvantageous to the Lessee as compared to a medium term financing or (B) the Lease assignment had not qualifying as an Operating Lease for Lessee, then Lessee shall have the right to purchase all (but not less than all) of ---- the Transponders on any Rent Payment Date at a price equal to the higher of (i) the Fair Market Sales Value of the Transponders on such Rent Payment Date (offset, in the event such Fair Market Sales Value is greater than the Fair Market Sales Value set forth in the Commencement Date Appraisal, by an amount equal to the excess of (y) the actual Fair Market Sales Value of the Transponders on the Commencement Date, as determined by an appraisal obtained in accordance with Section 19(b)(ii), which appraisal shall take into consideration all factors and conditions existing on the Commencement Date that were not taken into account in the determination of Fair Market Sales Value set forth in the Commencement Date Appraisal over (z) Lessor's Cost for the Transponders set forth in the Commencement Date Appraisal) or (ii) the Termination Value of the Transponders on such Rent Payment Dateoccurred.

Purchase Options. (a) Purchase Option Events. So long as no Bankruptcy Default or ---------------------- any Event of Default has occurred and is continuing, Lessee shall have the right to purchase: (i) all but not less than all of the Transponders, if Lessee timely delivers or is deemed to have delivered the Final Notice contemplated by clause (ii) of the second fourth paragraph of Section 18(a) or by Section 18(d) (stating that it will purchase the TranspondersTransponders identified in such Final Notice), such Transponders on the expiration date of the Basic Term or the First Renewal Term, as applicable, at a purchase price equal to the Fair Market Sales Value of the such Transponders as of such date as determined pursuant to the most recent Subsequent Appraisal; (ii) all (but not less than all) of the Transponders on the EBO Date at a purchase price equal to the EBO Amount therefor; (iii) if Owner Participant has become a Competitor and fails to transfer all of its right, title and interest in and to the Lessor's Estate and the Operative Documents in accordance with Article XIV XIII of the Participation Agreement within three (3) months after the Owner Participant has become a Competitor, all (but not less than all) of the Transponders on any Rent Payment Date, at a purchase price equal to the greater of (A) the Termination Value for such Transponders as of such Rent Payment Date and (B) the Fair Market Sales Value of such Transponders as of such Rent Payment Date, as determined by an appraisal obtained in accordance with Section 19(b)(ii); and; (iv) [INTENTIONALLY OMITTED]; (v) if the aggregate of all Rental Adjustments, if any, under the Lease, which occur after the Commencement DateIn-Service Date in connection with a Covered Tax Law Change, which when combined with all Rental Adjustments made on or prior to the Commencement In-Service Date pursuant to the Participation Agreement, Agreement shall result in (A) an increase in the present value of the Scheduled Rent with respect to the Transponders (expressed as a percentage of Lessor's Cost) either on a full term basis or through up to and including the EBO Date including Date) and the EBO Amount (discounted in each case to the Commencement In-Service Date at the Discount Rate), ) as compared to the analogous present value set forth on Item 7 or in Item 8 to Schedule E heretoE, and, as a result thereof, ---------- in of more than 2% of the judgment of Lessee, the lease transaction contemplated herein shall be economically disadvantageous Lessor's Cost with respect to the Lessee as compared to a medium term financing Transponders or (B) the Lease not qualifying as an Operating Lease for Lessee, then Lessee shall have the right to purchase all (but not less than ---- all) of ---- the Transponders subject to this Lease on any Rent Payment Date at a price equal to the higher of (i) the Fair Market Sales Value of the such Transponders on such Rent Payment Date (offset, in the event such Fair Market Sales Value is greater than the Fair Market Sales Value set forth in the Commencement In-Service Date Appraisal, by an amount equal to the excess of (y) the actual Fair Market Sales Value of the such Transponders on the Commencement In-Service Date, as determined by an appraisal obtained in accordance with Section 19(b)(ii), which appraisal shall take into consideration all factors and conditions existing on the Commencement In-Service Date that were not taken into account in the determination of Fair Market Sales Value set forth in the Commencement In-Service Date Appraisal over (z) Lessor's Cost for the such Transponders set forth in the Commencement In-Service Date Appraisal) or (ii) the Termination Value of the such Transponders on such Rent Payment Date; and (vi) if the Series A Notes shall not have been refinanced on or prior to June 30, 1993, then Lessee shall have the right to purchase all but not less than all of the Transponders on August 31, 1993, for a purchase price equal to the higher of the Fair Market Sales Value or the Termination Value of such Transponders determined as of such date; provided, however, that if the Lessee shall not exercise the foregoing -------- ------- option by timely providing the irrevocable notice pursuant to Section 19(b)(i)(5), then the tax indemnity contained as Exhibit Q to the Participation Agreement shall take effect retroactive to the Closing Date.

Purchase Options. (a) Purchase Option Events. So long as no Bankruptcy Default or ---------------------- any Event of Default has occurred Subject to Sections 6.2 and is continuing6.3, the Lessee shall have the right to purchase: (i) all purchase all, but not less than all all, of the TranspondersLessor’s right, if Lessee timely delivers or is deemed title and interest in and to have delivered the Final Notice contemplated by clause Undivided Interest: (iia) on the date of expiration of the second paragraph of Section 18(a) (stating that it will purchase the Transponders), on the expiration date of the Basic Initial Lease Term or the any Renewal Term, as applicable, at a purchase price price, in immediately available funds, equal to the Fair Market Sales Value of the Transponders Undivided Interest as of such date; provided, however, that Lessee may not elect to purchase the Undivided Interest on such date as determined pursuant to the Subsequent Appraisal;of expiration if there has occurred and is continuing a Significant Lease Default or Lease Event of Default; or (iib) all (but not less than all) of the Transponders on the EBO Date at a purchase price equal to the EBO Amount therefor; (iii) if Owner Participant has become a Competitor and fails to transfer all of its right, title and interest in and to the Lessor's Estate and the Operative Documents in accordance with Article XIV of the Participation Agreement within three (3) months after the Owner Participant has become a Competitor, all (but not less than all) of the Transponders on any Rent Payment Fixed Price Purchase Option Date, at a purchase price price, in immediately available funds, equal to the greater of (A) Fixed Price Purchase Amount plus all Base Rent due and owing prior to the Termination Value for such Transponders as date of such payment, plus all Supplemental Rent Payment Date due and (B) the Fair Market Sales Value of such Transponders as of such Rent Payment Date, as determined by an appraisal obtained in accordance with Section 19(b)(ii); and (iv) if the aggregate of all Rental Adjustments, if any, under the Lease, which occur after the Commencement Date, when combined with all Rental Adjustments made owing on or prior to the Commencement date of such payment plus the Swap Breakage Amount, if any, plus, on such Fixed Price Purchase Option Date, the Lessee Section 467 Loan Balance, if any, on such Date (as adjusted pursuant to Section 4 hereof). Upon payment of such amounts, and after Lessee has paid all other amounts due and payable to Lessor and each other Person payable under the Participation Agreement, shall result in Operative Documents (Aand any payment of interest on the amount calculated pursuant to this Section 6.1(b) an increase in the present value of Scheduled Rent with respect to the Transponders (expressed as a percentage of Lessor's Cost) either on a full term basis or through the EBO Date including the EBO Amount (discounted in each case to the Commencement Date at the Discount Rate), as compared to Overdue Rate from the analogous present value set forth date specified for payment until actually paid if not paid on Item 7 or Item 8 to Schedule E hereto, and, as a result thereof, ---------- in the judgment of Lessee, date so specified) the lease transaction contemplated herein Lessor shall be economically disadvantageous pay to the Lessee as compared to a medium term financing or (B) the Lease not qualifying as an Operating Lease for Lessee, then Lessee shall have the right to purchase all (but not less than all) of ---- the Transponders on any Rent Payment Date at a price equal to the higher of (i) the Fair Market Sales Value of the Transponders Lessor Section 467 Loan Balance on such Rent Payment Date (offset, in the event such Fair Market Sales Value is greater than the Fair Market Sales Value as adjusted pursuant to Section 4 hereof) (all amounts set forth in the Commencement Date Appraisalpreceding two sentences of this clause (b), by an amount equal to the excess of (y) “Purchase Price”); provided, however, Lessee may not elect the actual Fair Market Sales Value of the Transponders Fixed Price Purchase Option if on the Commencement Date, as determined by an appraisal obtained in accordance with Section 19(b)(ii), which appraisal shall take into consideration all factors Fixed Price Purchase Option Date there has occurred and conditions existing on the Commencement Date that were not taken into account in the determination is continuing a Significant Lease Default or Lease Event of Fair Market Sales Value set forth in the Commencement Date Appraisal over (z) Lessor's Cost for the Transponders set forth in the Commencement Date Appraisal) or (ii) the Termination Value of the Transponders on such Rent Payment DateDefault.

Purchase Options. Renewal Option. Not more than 180 days nor less than 150 -------------- days before the end of the Term for an Item of Equipment, Lessee may (a) Purchase Option Events. So long as unless otherwise provided in the Lease Supplement covering the relevant Item of Equipment), provided that no Bankruptcy Default or ---------------------- any Event of Default has (or event which would constitute an Event of Default but for the lapse of time or giving of notice or both) shall have occurred and be continuing and that all Rent then due shall have been paid, deliver to Lessor an irrevocable written notice electing to renew this Lease for a Renewal Term, for such Item of Equipment, as is continuingspecified in such notice for a Basic Rent equal, at Lessee's option, to (i) for the first Renewal Term for such Item of Equipment the Fixed Price Renewal Rent, (if any), or (ii) the then Fair Market Rental Value of such Equipment, (the "Renewal Rent"), for such renewal term as is specified in such notice, which renewal term (in each case, unless otherwise specified) must have a duration of at least one year; provided, -------- however, that the cumulative total of Renewal Terms based on the Fair Market ------- Rental Value of the Equipment shall not exceed the "Fair Market Maximum Renewal Period" specified in the Lease Supplement covering the Item of Equipment as to which this Lease is being renewed. If no such written notice is delivered by Lessee to Lessor on or before said 150th day, Lessee shall be deemed to have the waived any right to purchase: (i) all but not less than all renew this Lease with respect to the Equipment whose Term is so scheduled to end. At the end of the TranspondersBasic Lease Term or any Renewal Term for an Item of Equipment, if Lessee timely delivers or is deemed has elected to have delivered the Final Notice contemplated by clause (ii) renew this Lease with respect to such Item of the second paragraph of Section 18(a) (stating Equipment and provided that it will purchase the Transponders), on the expiration date of the Basic Term or the Renewal Term, as applicable, at a purchase price equal to the Fair Market Sales Value of the Transponders as of such date as determined pursuant to the Subsequent Appraisal; (ii) all (but not less than all) of the Transponders on the EBO Date at a purchase price equal to the EBO Amount therefor; (iii) if Owner Participant has become a Competitor necessary governmental authorizations and fails to transfer all of its right, title and interest in and to the Lessor's Estate and the Operative Documents in accordance with Article XIV of the Participation Agreement within three (3) months after the Owner Participant has become a Competitor, all (but not less than all) of the Transponders on any Rent Payment Date, at a purchase price equal to the greater of (A) the Termination Value for such Transponders as of such Rent Payment Date and (B) the Fair Market Sales Value of such Transponders as of such Rent Payment Date, as determined by an appraisal obtained in accordance with Section 19(b)(ii); and (iv) if the aggregate of all Rental Adjustmentsapprovals, if any, under the Lease, which occur after the Commencement Date, when combined with all Rental Adjustments made on or prior to the Commencement Date pursuant to the Participation Agreement, shall result in (A) an increase in the present value of Scheduled Rent with respect to the Transponders (expressed as a percentage of Lessor's Cost) either on a full term basis or through the EBO Date including the EBO Amount (discounted in each case to the Commencement Date at the Discount Rate), as compared to the analogous present value set forth on Item 7 or Item 8 to Schedule E hereto, and, as a result thereof, ---------- in the judgment of Lessee, the lease transaction contemplated herein shall be economically disadvantageous to the Lessee as compared to a medium term financing or (B) the Lease not qualifying as an Operating Lease for Lessee, then Lessee shall have been received, this Lease and all of its provisions shall continue in full force and effect during such Renewal Term, for the right to purchase all (but not less than all) of ---- the Transponders on any Rent Payment Date at a price equal to the higher of Equipment covered by such Renewal Term, except that (i) the Fair Market Sales Value Lessee shall pay Lessor Basic Rent in lawful currency of the Transponders on United States of America for such Rent Payment Date (offset, Equipment during such Renewal Term in the event such Fair Market Sales Value is greater than the Fair Market Sales Value set forth in the Commencement Date Appraisal, by an amount equal to the excess Renewal Rent for such Renewal Term determined as aforesaid, which Basic Rent shall be payable on each Lease Payment Date occurring after the first day of such Renewal Term for the Lease Period which preceded it and on the last day of such Renewal Term (y) any Basic Rent payable on the actual Fair Market Sales Value last day of such Renewal Term to be in an amount equal to the appropriate pro rata amount of the Transponders on the Commencement Date, as determined by an appraisal obtained Basic Rent payable in accordance with Section 19(b)(ii), which appraisal shall take into consideration all factors respect of a Lease Period during such Renewal Term if such Basic Rent is payable in respect of a period that is less than six months long) and conditions existing on the Commencement Date that were not taken into account in the determination of Fair Market Sales Value set forth in the Commencement Date Appraisal over (z) Lessor's Cost for the Transponders set forth in the Commencement Date Appraisal) or (ii) the Termination Stipulated Loss Value applicable during such Renewal Term shall be determined by agreement of Lessor and Lessee within 20 days of receipt by Lessor of Lessee's notice to renew; during the 20-day period, the parties agree to negotiate in good faith to agree upon the Stipulated Loss Value Schedule to apply during such Renewal Term and should include compensation to Lessor for loss of the Transponders on such Rent Payment DateFair Market Sales Value, recapture of tax benefits, recovery of transaction costs and expenses, and an appropriate premium representing Lessee's upside; provided that, such, ------------- Stipulated Loss Values shall not exceed the Stipulated Loss Value as of the last day of the Basic Lease Term, plus 3% of the original Equipment Cost.

Purchase Options. 7.1 On or after the occurrence and during the continuance of a Revolving Event of Default and the acceleration of the Revolving Debt, the Person(s) designated by the Note Collateral Agent (the “ Designated Note Purchaser(s) ”) shall have the option, by written notice from the Note Collateral Agent to the Revolving Credit Agent, to purchase all of the Revolving Debt (including the Revolving Lenders’ collateral interest in the Collateral). On the date specified by the Note Collateral Agent in such notice (which may not be later than the Business Day prior to the date of commencement of the sale or other liquidation of the Collateral of which the Note Collateral Agent shall have been given no less than ten (10) days prior notice), the Revolving Lenders shall sell to the Designated Note Purchaser(s) such Revolving Debt. Upon the date of such purchase and sale, the Designated Note Purchaser(s) shall (a) Purchase Option Eventspay to Revolving Credit Agent, for its account and the account of the Revolving Secured Parties, as the purchase price therefor the full amount of all such Revolving Debt (exclusive of Letter of Credit Outstandings) then outstanding and unpaid (including principal, interest, fees, indemnities, and expenses, including reasonable attorneys’ fees and legal expenses), and (b) in connection therewith furnish the Revolving Loan Agent with cash collateral in an amount equal to 103% of the maximum amount available to be drawn under outstanding Letters of Credit (as defined in the Revolving Loan Agreements). So long as no Bankruptcy Default Such purchase shall be expressly made without representation or ---------------------- warranty of any Event kind by the Revolving Credit Agent or the Revolving Secured Parties and without recourse to the Revolving Credit Agent or the Revolving Secured Parties, except that Revolving Lenders shall represent and warrant: (a) that the Revolving Lenders own the Revolving Debt free and clear of Default has occurred and is continuingany Liens or encumbrances, Lessee shall (b) the Revolving Lenders have the right to purchase: assign the Revolving Debt, and (ic) all the assignment is duly authorized, executed and delivered. Any cash collateral furnished for outstanding letters of credit which is not required to be utilized to reimburse the Revolving Lenders for any drawings thereunder and fees and expenses associated therewith shall be returned to the Note Collateral Agent upon the expiration or cancellation of each such letter of credit or after each such letter of credit is fully drawn. The obligations of the Revolving Lenders to sell their respective Revolving Debt under this Section 7.1 are several and not joint, and if any Revolving Lender breaches its obligations to sell its Revolving Debt, the Designated Note Purchaser(s) may (but shall not be obligated to) purchase the Revolving Debt of the other Revolving Lenders; it being acknowledged that nothing in this Section 7.1 shall require the Designated Note Purchaser(s) to purchase less than all of the Transponders, if Lessee timely delivers or is deemed to have delivered the Final Notice contemplated by clause (ii) of the second paragraph of Section 18(a) (stating that it will purchase the Transponders), on the expiration date of the Basic Term or the Renewal Term, as applicable, at a purchase price equal to the Fair Market Sales Value of the Transponders as of such date as determined pursuant to the Subsequent Appraisal; (ii) all (but not less than all) of the Transponders on the EBO Date at a purchase price equal to the EBO Amount therefor; (iii) if Owner Participant has become a Competitor and fails to transfer all of its right, title and interest in and to the Lessor's Estate and the Operative Documents in accordance with Article XIV of the Participation Agreement within three (3) months after the Owner Participant has become a Competitor, all (but not less than all) of the Transponders on any Rent Payment Date, at a purchase price equal to the greater of (A) the Termination Value for such Transponders as of such Rent Payment Date and (B) the Fair Market Sales Value of such Transponders as of such Rent Payment Date, as determined by an appraisal obtained in accordance with Section 19(b)(ii); and (iv) if the aggregate of all Rental Adjustments, if any, under the Lease, which occur after the Commencement Date, when combined with all Rental Adjustments made on or prior to the Commencement Date pursuant to the Participation Agreement, shall result in (A) an increase in the present value of Scheduled Rent with respect to the Transponders (expressed as a percentage of Lessor's Cost) either on a full term basis or through the EBO Date including the EBO Amount (discounted in each case to the Commencement Date at the Discount Rate), as compared to the analogous present value set forth on Item 7 or Item 8 to Schedule E hereto, and, as a result thereof, ---------- in the judgment of Lessee, the lease transaction contemplated herein shall be economically disadvantageous to the Lessee as compared to a medium term financing or (B) the Lease not qualifying as an Operating Lease for Lessee, then Lessee shall have the right to purchase all (but not less than all) of ---- the Transponders on any Rent Payment Date at a price equal to the higher of (i) the Fair Market Sales Value of the Transponders on such Rent Payment Date (offset, in the event such Fair Market Sales Value is greater than the Fair Market Sales Value set forth in the Commencement Date Appraisal, by an amount equal to the excess of (y) the actual Fair Market Sales Value of the Transponders on the Commencement Date, as determined by an appraisal obtained in accordance with Section 19(b)(ii), which appraisal shall take into consideration all factors and conditions existing on the Commencement Date that were not taken into account in the determination of Fair Market Sales Value set forth in the Commencement Date Appraisal over (z) Lessor's Cost for the Transponders set forth in the Commencement Date Appraisal) or (ii) the Termination Value of the Transponders on such Rent Payment DateRevolving Debt.

Purchase Options. (a) In the event that a Purchase Option Events. So long as no Bankruptcy Default or ---------------------- any Event of Default has occurred and is continuingshall occur, Lessee Assignees shall have the right right, but not the obligation (the "Assignees Option Repurchase"), exercisable from the date of the Purchase Option Event (whether or not Assignor gives notice thereof) through the date one hundred and eighty (180) days after its receipt of written notice from Assignor or Guilford of the Purchase Option Event (the "Purchase Option Exercise Period"), to purchaserequire Assignor to repurchase from Assignees the Assigned Interests for a repurchase price equal to, if the Purchase Option Event occurs and such payment is made prior to the first anniversary of this Closing Date, $54.6 million, and if it occurs on or after the first anniversary of the Closing Date, the amount determined by reference to the date of payment by Assignor to Assignees in accordance with Schedule 5.07(a) (the "Assignees Option Repurchase Price"). In the event that Assignees elect to exercise their rights to require an Assignees Option Repurchase, then Assignor shall, within ten (10) days following Assignor's receipt of Assignees' repurchase election notice if the Assignees Option Repurchase is based on a Purchase Option Event described in clauses (iii), (iv), (v), (vi) or (vii) thereof and otherwise within fifteen (15) days following Assignor's receipt of Assignees' repurchase election notice (the "Assignees Option Repurchase Period"), repurchase from Assignees the Assigned Interests at the Assignees Option Repurchase Price, the payment of which shall be made by wire transfer, in immediately available funds, to Assignees' Account designated by Assignees in such election notice. Notwithstanding anything to the contrary contained herein, immediately upon the occurrence of a Bankruptcy Event or a Notice Event, the Assignees shall be deemed to have automatically and simultaneously elected to have the Assignor repurchase from the Assignees the Assigned Interests for the Assignees Option Repurchase Price and the Assignees Option Repurchase Price shall be immediately due and payable without any further action or notice by any party. (i) In the event that an Assignor Option Event shall occur, Assignor shall have the option ("Assignor Option Repurchase"), exercisable within one hundred and eighty (180) days after the Assignor Option Event, to repurchase the Assigned Interests for a repurchase price ("Assignor Option Repurchase Price") equal to, if the Assignor Option Event occurs and such payment is made prior to the first anniversary of the Closing Date, $84 million, and if it occurs on or after the first anniversary of the Closing Date, the amount determined by reference to the date of payment by Assignor to Assignees in accordance with Schedule 5.07(b)(i). (ii) In addition, the Assignor may, at its election and regardless of whether there has occurred an Assignor Option Event, (A) on or after the third anniversary of the Closing Date, repurchase the Assigned Interests (a "Call") for a repurchase price ("Call Price") equal to the amount determined by reference to the date of payment by Assignor to Assignees in accordance with Schedule 5.07(b)(ii)(A); and (B) at any time, if a potential secured financing requires a security interest in any of the Intellectual Property ("Secured Financing Event Purchase"), repurchase up to * of the Assigned Interests for a repurchase price ("Secured Financing Event Price") equal to, if the Secured Financing Event Purchase occurs and such payment is made prior to the first anniversary of the Closing Date, $105 million, and if it occurs on or after the first anniversary of the Closing Date, the amount determined by reference to the date of payment by Assignor to Assignees in accordance with Schedule 5.07(b)(ii)(B) (initially calculated with respect to 100% of the Assigned Interests, which shall be reduced on a pro rata basis to reflect the percentage of the Assigned Interests actually repurchased by the Assignor). * (c) The Assignees Option Repurchase Price, the Assignor Option Repurchase Price, the Call Price and the Secured Financing Event Price (as calculated in accordance with Schedule 5.07(b)(ii)(B) and prior to any ratable reduction in accordance with Section 5.07(b)(ii)(B)) (collectively, the "Repurchase Price") shall, in each case, be reduced by the sum of (i) the total payments received and retained by the Assignees under Section 2.02(a), (b), (c), (f) and (g) multiplied by the applicable factor specified in Schedule 5.07(c) for each Repurchase Price and to reflect the calendar year in which each of the applicable Section 2.02 payments was made and the calendar year in which the Repurchase Price is paid, and (ii) the net cash gain (after deduction for the actual exercise price and any brokerage or similar costs and expenses) from the sale proceeds received by Assignees upon the sale of any common stock received by Assignees upon exercise of the Warrants plus, if Assignees have not exercised the Warrants in full or sold all of the common stock received upon the exercise of the Warrants, an amount equal to 90% of (x) the product of (A) the number of shares of common stock (or, if the Warrants have not been exercised in full, the common stock issuable upon full exercise of such Warrants held by the Assignees) on the date the Assignees elect to exercise an Assignees Option Repurchase or the date on which the Assignor elects to exercise an Assignor Option Repurchase, a Call or a Secured Financing Event Purchase and (B) the closing price for such common stock on such date as quoted on the primary exchange on which such shares are quoted (and if not so quoted or listed at any time, the average daily bid and ask price as quoted in the pink sheets) minus (y) the exercise price paid or payable for such common stock under the Warrants. In the event that a Secured Financing Event Purchase is followed by another Repurchase Event, amounts previously credited under clause (c)(i) or (ii) shall not be applied to reduce the Repurchase Price for the subsequent Repurchase Event. Notwithstanding anything herein or in any Schedules to the contrary, the sum of (a) any Repurchase Price (after giving effect to the reductions set forth in the first sentence of this Section 5.07(c)), plus (b) the amounts actually paid to Assignees under Sections 2.02(a), (b), (c), (f) and (g), shall not exceed $147 million. * The asterisk denotes that confidential portions of this exhibit have been omitted in reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have been submitted separately to the Securities and Exchange Commission. (d) In connection with the consummation of an Assignees Option Repurchase, an Assignor Option Repurchase, a Call or a Secured Financing Event Purchase pursuant to subparagraphs (a) and (b) above (each, a "Repurchase Event"), Assignees agree that they will (i) promptly execute and deliver to Assignor such UCC termination statements and other documents as may be necessary to release, or evidence the relative ranking of, Assignees' Lien on the collateral and otherwise give effect to such Repurchase Event and (ii) take such other action or provide such other assistance as may be necessary to give effect to the Repurchase Event. (e) Assignees' failure to exercise the Assignees Option Repurchase under Section 5.07(a) upon the occurrence of a Purchase Option Event shall not preclude Assignees from exercising the Assignees Option Repurchase under Section 5.07(a) upon the occurrence of a subsequent Purchase Option Event. (f) Notwithstanding anything to the contrary contained in Section 5.07(a), Assignees shall not be entitled to exercise an Assignees Option Repurchase based upon the occurrence of an event described in clauses (i), (ii) or (iii) of the definition of Change of Control if: (i) all but not less than all Simultaneously with (or, as applicable in clauses (i)(2) through (i)(5) below, thereafter) the occurrence of the TranspondersChange of Control (or, if Lessee timely delivers or is deemed to have delivered in the Final Notice contemplated by case of an event described in clause (ii) of the second paragraph definition of Section 18(a) (stating Change of Control, upon the closing of the transaction that it will purchase results from the TranspondersChange of Control), the surviving entity in the Change of Control transaction, whether Guilford or another Person (the "Surviving Party"), (1) assumes (or if the Surviving Party is Guilford, as to its own existing obligations hereunder, affirms and as to its additional obligations agrees to) all of the obligations of Guilford and Assignor to Assignees hereunder and the additional undertakings described in clauses (2) through (7) below pursuant to documentation in form and substance reasonably acceptable to Assignees; (2) maintains (as applicable with respect to the following specified periods) a fully-dedicated Aggrastat salesforce of at least 25 people (on a full time equivalent basis) from and after June 30, 2004; 45 people from and after June 30, 2005; and 75 people at all times from and after June 30, 2006; (3) maintains sales and marketing expenditures for Aggrastat that are not less than the expiration amounts indicated in the Net Sales Projections and Budget provided to Assignees by Guilford on June 25, 2003, a copy of which is attached hereto as Exhibit J; (4) maintains an EBITDA to Total Debt Service Ratio of 1.25:1.00 and a Total Debt to Total Capitalization Ratio of 0.5:1.0, on a pro forma basis as of the date of the Basic Term or the Renewal Term, as applicable, at a purchase price equal Change of Control (after giving effect to the Fair Market transaction, if any, that results from the Change of Control) and thereafter measured quarterly on the last day of each calendar quarter on a consolidated basis; (5) achieves Primary Product Net Sales Value of at least 85% of the Transponders * Sales * as projected for each year during the Term; (6) with respect to such Surviving Party, Guilford and Assignor, no Bankruptcy Event or Notice Event occurs at any time and such Person does not become Insolvent at any time; and (7) such Surviving Party's ultimate parent * The asterisk denotes that confidential portions of such date as determined pursuant this exhibit have been omitted in reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have been submitted separately to the Subsequent Appraisal;Securities and Exchange Commission. unconditionally guarantees in a form comparable to Section 5.13 of this Agreement all of the Obligations assumed or affirmed by such Surviving Party; and (ii) all none of the Guilford 5% Convertible Subordinated Notes due 2008 are accelerated, none of the holders of such notes have elected to have such notes repurchased pursuant to a Designated Event Offer (but as defined in the Subordinated Indenture) and no other holder of Indebtedness of Guilford or Assignor has accelerated such Indebtedness or elected to have such Indebtedness repurchased. If, at any time or from time to time, any of the provisions in clauses (i) and (ii) of this subsection (f) are not less than allfulfilled, then the Change of Control shall be deemed to be a Purchase Option Event from the first date on which any provision was not fulfilled, Assignees shall have the rights they would otherwise have had under Section 5.07(a) of this Agreement beginning on such date and, if the Assignees exercise an Assignees Option Repurchase, the Assignees Option Repurchase Price shall be immediately due and payable as of the date of such exercise. (g) In the event the Assignees elect to exercise an Assignees Option Repurchase based upon the occurrence of an event described in clauses (i), (ii) or (iii) of the Transponders on the EBO Date at a purchase price equal to the EBO Amount therefor; (iii) if Owner Participant has become a Competitor definition of Change of Control and fails to transfer all of its right, title and interest in and to the Lessor's Estate and the Operative Documents in accordance with Article XIV of the Participation Agreement within three (3) months after the Owner Participant has become a Competitor, all (but not less than all) of the Transponders on any Rent Payment Date, at a purchase price equal to the greater of (A) the Termination Value for such Transponders as of such Rent Payment Date there has not occurred any Notice Event or Bankruptcy Event and (B) none of the Fair Market Sales Value Guilford 5% Convertible Subordinated Notes due 2008 are accelerated, none of the holders of such Transponders notes have elected to have such notes repurchased pursuant to a Designated Event Offer (as defined in the Subordinated Indenture) and no other holder of Indebtedness of Guilford or Assignor has accelerated such Indebtedness or elected to have such Indebtedness repurchased, the Assignor may elect by written notice given within the Assignees Option Repurchase Period to pay the Assignees Option Repurchase Price either (i) by the payment of one hundred percent (100%) of the Assignees Option Repurchase Price in cash or (ii) by the payment of seventy-five percent (75%) of the Assignees Option Repurchase Price in cash and the remainder, as elected by Assignees in their sole discretion, either by the issuance of (x) common stock of Guilford, covered by an effective resale registration statement which Guilford shall covenant to maintain effective for a period of two (2) years after the date of the issuance of such Rent Payment common stock to Assignees, at a 10% discount to the current market price (determined by the average closing market prices for the ten (10) trading days before the date of the Assignees' election to take such stock), or (y) a secured promissory note of Guilford and Assignor (secured at the least by the Collateral that secures the Obligations upon the occurrence of the Closing provided for in this Agreement and guaranteed by Guilford's ultimate parent in a form comparable to Section 5.13 of this Agreement) senior to all other debt and equity of any kind or type of both Guilford and Assignor, payable in 12 equal quarterly installments of principal with interest at a rate of 20% per annum (or, if lower, the highest legal rate) payable as to principal installments and interest quarterly, each on the last day of each calendar quarter with any unpaid interest to be compounded monthly. (h) Notwithstanding anything to the contrary contained in Section 5.07(a), Assignees shall not exercise an Assignees Option Repurchase based solely upon the occurrence and continuance of an event described in clause (iii) of the definition of Purchase Option Event if (i) on the Closing Date, as determined by Assignor pledges to Assignees, and grants to Assignees a first priority security interest in, a collateral account containing unrestricted cash, cash equivalents or other Acceptable Investments in an appraisal obtained in accordance with Section 19(b)(ii); and (iv) if the aggregate of all Rental Adjustmentsamount equal to $11,250,000, if any, under the Lease, which occur after the Commencement Date, when combined with all Rental Adjustments made on or prior to the Commencement Date pursuant to security documents and control agreements acceptable to Assignees (the Participation Agreement"Liquidity Account"), securing the Obligations, and (ii) on the first Business Day of each calendar quarter during the Term, Assignor makes an additional deposit into the Liquidity Account such that the total amount on deposit equals the first amounts payable to Assignees by Assignor from Included Product Payments pursuant to Section 2.02(b)(ii) for each of the next eight (8) calendar quarters, including the quarter in which such Business Day occurs. Assignees shall result in (A) an increase in the present value of Scheduled Rent be entitled to exercise all rights as secured parties with respect to the Transponders (expressed as a percentage Liquidity Account upon any default in the payment or performance of Lessor's Cost) either on a full term basis or through the EBO Date Obligations, including the EBO Amount (discounted application of amounts in each case the Liquidity Account to due but unpaid Obligations. The application by Assignees of amounts in the Liquidity Account to the Commencement Date at payment of any due but unpaid Obligations, including without limitation, the Discount Ratepayment of any amounts due to Assignees from Assignor from Included Product Payments pursuant to Section 2.02(b), shall not cure any failure by Assignor or Guilford to make directly such payments. Upon thirty (30) days prior written notice, Assignor may request that Assignees release their security interest in the Liquidity Account. Upon such request, the Assignees shall release their security interest in the Liquidity Account upon their determination, in their reasonable discretion, that as compared of the date of release, no Purchase Option Event or Notice Event has occurred and no Purchase Option Event is reasonably expected to the analogous present value set forth on Item 7 or Item 8 to Schedule E hereto, and, occur as a result thereofof such release, ---------- including, without limitation, an event described in clause (iii) of the definition of Purchase Option Event. Upon the Assignees' release of their interest in the judgment of LesseeLiquidity Account, the lease transaction contemplated herein this Section 5.07(h) shall be economically disadvantageous of no further effect. During any period of the Term prior to the Lessee as compared release of the Liquidity Account by Assignees, it shall be an immediate Purchase Option Event if during any calendar quarter, Assignor fails to a medium term financing or (B) pay to Assignees the Lease not qualifying as an Operating Lease for Lessee, then Lessee shall have the right to purchase all (but not less than all) of ---- the Transponders on any Rent Payment Date at a price equal to the higher of minimum amounts specified in Section 2.02(b)(ii). (i) the Fair Market Sales Value of the Transponders on such Rent Payment Date (offsetWithout in any manner limiting its obligations under Section 5.13, in the event such Fair Market Sales Value is greater than the Fair Market Sales Value set forth in the Commencement Date Appraisal, by an amount equal Guilford agrees that to the excess of (y) the actual Fair Market Sales Value of the Transponders on the Commencement Dateextent that Assignor does not pay any amount due to Assignees under this Section 5.07, as determined by an appraisal obtained in accordance with Section 19(b)(ii), which appraisal shall take into consideration all factors and conditions existing on the Commencement Date that were not taken into account in the determination of Fair Market Sales Value set forth in the Commencement Date Appraisal over (z) Lessor's Cost for the Transponders set forth in the Commencement Date Appraisal) Guilford will promptly pay or (ii) the Termination Value of the Transponders on cause Assignor to pay such Rent Payment Dateamounts.

Purchase Options. Provided that no Lease Default of the types specified in Sections 17.1(a), (ab) Purchase Option Events. So long as no Bankruptcy Default or ---------------------- any (j) or Lease Event of Default has shall have occurred and be continuing (unless such Lease Event of Default involves a single Property and can be cured by the exercise of the option to purchase by Lessee of such Property and such Property is continuingreferenced in the Purchase Notice (referenced below)), and subject to Section 19.2, Lessee shall have the right to purchase: option (i) all but not the "Purchase Option), exercisable by giving Lessor no less than all of sixty (60) days irrevocable written notice (the Transponders, if Lessee timely delivers or is deemed to have delivered the Final Notice contemplated by clause (ii"Purchase Notice") of the second paragraph of Section 18(a) (stating that it will purchase the Transponders)Lessee's election to exercise such option as to any Property, on the expiration date any anniversary of the Basic Term Commencement Date for such Property (or the Renewal Termif all Properties are to be acquired on any such anniversary), as applicable, to purchase all or one or more Properties on such date specified in such Purchase Notice at a purchase price equal to the Fair Market Sales Termination Value for such Property or Properties (which the parties do not intend to be a "bargain" purchase price), and Lessee at such time shall also pay any and all Rent then due and owing and all other amounts then due and owing (including without limitation amounts, if any, described in clause FIRST of Section 22.2) (such Termination Value, Rent and other amounts being hereafter referred to as the "Purchase Option Price"); provided, however, that unless the Lessor otherwise consents or the Purchase Option is exercised after the Construction Period Termination Date with respect to all of the Transponders as Properties, the Purchase Option may not be exercised by the Lessee if, after giving effect to such exercise, the Maximum Property Cost of such date as determined the purchased Properties (together with all other Properties purchased by Lessee pursuant to the Subsequent Appraisal; (iithis Section 20.1) all (but not less would be greater than all) 35% of the Transponders on greatest Maximum Property Cost applicable at any time during the EBO Date at a purchase price equal Term. If Lessee exercises its Purchase Option pursuant to the EBO Amount therefor; (iii) if Owner Participant has become a Competitor and fails this Section 20.1, Lessor shall transfer to transfer Lessee all of its Lessor's right, title and interest in and to such Property as of the Lessor's Estate date specified in the Purchase Notice upon receipt of the Purchase Option Price, amounts, if any, referred to in clause FIRST of Section 22.2 and all Rent and other amounts then due and payable under this Lease and any other Operative Agreement. To effect any transfer and assignment by Lessor to Lessee under this Section 20.1, Lessor shall execute, acknowledge (where required) and deliver to Lessee each of the following: (i) a special or limited warranty Deed conveying the Property (to the extent it is real property) to Lessee free and clear of the Lien of this Lease, the Lien of the Credit Documents and any Lessor Liens; (ii) a Bill of Sale conveying the Property (to the extent it is personal p▇▇▇▇rty) to Lessee free and clear of the Lien of this Lease, the Lien of the Credit Documents and any Lessor Liens; (iii) any real estate tax affidavit or other document required by law to be executed and filed in order to record the Deed; and (iv) a FIRPTA affidavit. For purposes of this Lease and the other Operative Documents in accordance with Article XIV Agreements, any and all 27 amounts paid by Lessee pursuant to the provisions of Section 10.3(f) of the Participation Agreement within three (3) months after the Owner Participant has become a Competitorshall be deemed to be amounts paid and received pursuant to this Section 20.1. Lessee may assign its rights under this Section 20.1 to another Person; provided, Lessee shall remain liable for all (but not less than all) obligations of the Transponders on any Rent Payment Date, at a purchase price equal Lessee hereunder respecting Property remaining subject to the greater terms of (A) the Termination Value for this Lease subsequent to such Transponders assignment as of if such Rent Payment Date and (B) the Fair Market Sales Value of such Transponders as of such Rent Payment Date, as determined by an appraisal obtained in accordance with Section 19(b)(ii); and (iv) if the aggregate of all Rental Adjustments, if any, under the Lease, which occur after the Commencement Date, when combined with all Rental Adjustments made on or prior to the Commencement Date pursuant to the Participation Agreement, shall result in (A) an increase in the present value of Scheduled Rent with respect to the Transponders (expressed as a percentage of Lessor's Cost) either on a full term basis or through the EBO Date including the EBO Amount (discounted in each case to the Commencement Date at the Discount Rate), as compared to the analogous present value set forth on Item 7 or Item 8 to Schedule E hereto, and, as a result thereof, ---------- in the judgment of Lessee, the lease transaction contemplated herein shall be economically disadvantageous to the Lessee as compared to a medium term financing or (B) the Lease assignment had not qualifying as an Operating Lease for Lessee, then Lessee shall have the right to purchase all (but not less than all) of ---- the Transponders on any Rent Payment Date at a price equal to the higher of (i) the Fair Market Sales Value of the Transponders on such Rent Payment Date (offset, in the event such Fair Market Sales Value is greater than the Fair Market Sales Value set forth in the Commencement Date Appraisal, by an amount equal to the excess of (y) the actual Fair Market Sales Value of the Transponders on the Commencement Date, as determined by an appraisal obtained in accordance with Section 19(b)(ii), which appraisal shall take into consideration all factors and conditions existing on the Commencement Date that were not taken into account in the determination of Fair Market Sales Value set forth in the Commencement Date Appraisal over (z) Lessor's Cost for the Transponders set forth in the Commencement Date Appraisal) or (ii) the Termination Value of the Transponders on such Rent Payment Dateoccurred.

Purchase Options. (a) In the event that a Purchase Option Events. So long as no Bankruptcy Default or ---------------------- any Event of Default has occurred and is continuingshall occur during the Term, Lessee the Assignee shall have the right to purchase: (i) all right, but not less than all the obligation (the "Assignee -------- Option Repurchase"), exercisable within *** days of its receipt of written ----------------- notice from the Assignor of the Transponders, if Lessee timely delivers or is deemed to have delivered Purchase Option Event (the Final Notice contemplated by clause (ii) of the second paragraph of Section 18(a) (stating that it will purchase the Transponders"Purchase Option --------------- Exercise Period"), on to require the expiration date of Assignor to repurchase from the Basic Term or Assignee the Renewal Term, as applicable, at --------------- Assigned Interests for a purchase repurchase price equal to an amount such that the Fair Market Sales Value amount of such repurchase price, together with all amounts paid to Assignee in respect of the Transponders as of such date as determined Assigned Interests (including, without limitation, amounts paid under Section 5.07(d), Advance Payment Amounts, credits earned by the Assignor pursuant to Section 2.02(c) and all amounts payable in respect of Net Sales) and not repaid by Assignee to Assignor, discounted annually at the Subsequent Appraisal; Applicable Discount Rate to the date or dates on which the Aggregate Purchase Price or installments thereof were paid to Assignor, equals the Aggregate Purchase Price (ii) all (but not less than all) the "Assignee Option Repurchase Price"); provided, however, that if the event -------------------------------- constituting a exercised the Assignor Option Repurchase, the Purchase Option Exercise Period shall be *** days from the day of receipt by the Assignee of notice of Assignor's election to exercise the Assignor Option Repurchase. If each of Assignee and Assignor exercise the Assignee Option Repurchase and the Assignor Option Repurchase, respectively, within *** days of each other, the repurchase price shall equal the average of the Transponders on Assignor Option Repurchase Price and the EBO Date at a purchase Assignee Option Repurchase Price. If the applicable repurchase price payable under this Section 5.07(a) is equal to the EBO Amount therefor; (iii) if Owner Participant has become a Competitor and fails to transfer all Assignee Option Repurchase Price, then Assignor shall, within *** days following the Assignor's receipt of its rightthe Assignee's repurchase election notice, title and interest repurchase from the Assignee the Assigned Interests at the Assignee Option Repurchase Price the payment of which shall be made by wire transfer, in and immediately available funds, to the LessorAssignee's Estate and Account designated by the Operative Documents Assignee in accordance with Article XIV of such election notice. If the Participation Agreement within three (3applicable repurchase price payable under this Section 5.07(a) months after the Owner Participant has become a Competitor, all (but not less than all) of the Transponders on any Rent Payment Date, at a purchase price is equal to the greater average of (A) the Termination Value for such Transponders as of such Rent Payment Date Assignee Option Repurchase Price and (B) the Fair Market Sales Value of such Transponders as of such Rent Payment Date, as determined by an appraisal obtained in accordance with Section 19(b)(ii); and (iv) if the aggregate of all Rental Adjustments, if any, under the Lease, which occur after the Commencement Date, when combined with all Rental Adjustments made on or prior to the Commencement Date pursuant to the Participation Agreement, shall result in (A) an increase in the present value of Scheduled Rent with respect to the Transponders (expressed as a percentage of Lessor's Cost) either on a full term basis or through the EBO Date including the EBO Amount (discounted in each case to the Commencement Date at the Discount Rate), as compared to the analogous present value set forth on Item 7 or Item 8 to Schedule E hereto, and, as a result thereof, ---------- in the judgment of Lessee, the lease transaction contemplated herein shall be economically disadvantageous to the Lessee as compared to a medium term financing or (B) the Lease not qualifying as an Operating Lease for LesseeAssignor Option Repurchase Price, then Lessee the Assignor shall have within *** days following the right to purchase all (but not less than all) consummation of ---- the Transponders on any Rent Payment Date Purchase Option Event, repurchase from the Assignee the Assigned Interests at a price equal to the higher average of the Assignee Option Repurchase Price and the Assignor Option Repurchase Option. (b) [***] We are seeking confidential treatment of these terms, which have been omitted. The confidential portion has been filed separately with the Securities and Exchange Commission. (c) In the event that a Call Option Event shall occur, then Assignor shall have the option ("Assignor Option Repurchase"), to repurchase the Assigned -------------------------- Interests for a repurchase price ("Assignor Option Repurchase Price") equal to -------------------------------- to *** less any amounts received by Assignee pursuant to Section 5.07(d), Advance Payment Amounts for the Fiscal Year in which the Call Option Event occurs, and any outstanding credits earned pursuant to Section 2.02(c); provided, however, that if the event constituting a Call Option Event also constitutes a Purchase Option Event, and each of Assignee and Assignor exercise the Assignee Option Repurchase and the Assignor Option Repurchase, respectively, within *** days of each other, the repurchase price shall equal the average of the Assignor Option Repurchase Price and the Assignee Option Repurchase Price; provided, further, that if (i) the Fair Market Sales Value Call Option Event that results in the Assignor exercising the Assignor Option Repurchase occurs during the Purchase Option Exercise Period of a separate, prior Purchase Option Event that did not also constitute the Call Option Event at issue, and (ii) Assignee exercises its Assignee Option Repurchase in respect thereof within *** days of receipt of notice of the Transponders exercise by Assignor of the Assignor Option Repurchase, then, notwithstanding anything contained in Section 5.07(a) to the contrary, the repurchase price shall equal the greater of the Assignee Option Repurchase Price and the Assignor Option Repurchase Price. In order to exercise the Assignor Option Repurchase, Assignor must notify Assignee of its election to so repurchase the Assigned Interests not less than *** days prior to the date of the Call Option Event. Assignor shall, within *** days following the consummation of the Call Option Event, repurchase from the Assignee the Assigned Interests at the Assignor Option Repurchase Price, the Assignee Option Repurchase Price or the average of the Assignee Option Repurchase Price and the Assignor Option Repurchase Price, as applicable, payment of which shall be made by wire transfer of immediately available funds to Assignee's Account designated by Assignee. (d) In the event Assignor or Orthovita licenses a substantial majority of their respective rights to distribute RHAKOSS or use the Proprietary Technology related to RHAKOSS (other than a license for the use of the Proprietary Technology related to RHAKOSS outside the Field of Use) in either Europe or North America, or Transfers all or a substantial majority of any of their respective rights in RHAKOSS in either Europe or North America, or enters into a co-promotion arrangement that constitutes a Transfer or license of a substantial majority of any of their respective rights in RHAKOSS in either Europe or North America, (x) Assignor shall have the option (the "Assignor RHAKOSS Repurchase Option") to repurchase Assignee's right to receive payments hereunder in respect of Net Sales of RHAKOSS for a repurchase price equal to *** and (y) Assignee shall have the option (the "Assignee RHAKOSS Repurchase Option) to require the Assignor to repurchase Assignee's right to receive payments hereunder in respect of Net Sales of RHAKOSS for a repurchase price equal to ***. Orthovita [***] We are seeking confidential treatment of these terms, which have been omitted. The confidential portion has been filed separately with the Securities and Exchange Commission. or Assignor, as applicable, shall provide Assignee with at least 20 days prior written notice of a proposed Transfer of all or a substantial majority of its interest in RHAKOSS in *** (the "Proposed Transfer Notice," which notice shall be deemed "Confidential Information" if such proposed Transfer has not been publicly disclosed by Orthovita). In order to exercise the Assignee RHAKOSS Repurchase Option, Assignee must deliver notice of such exercise to Orthovita within *** Business Days after receipt of the Proposed Transfer Notice. (e) In connection with the consummation of an Assignee Option Repurchase, Assignor Option Repurchase, Assignor RHAKOSS Repurchase Option or Assignee RHAKOSS Repurchase Option pursuant to subparagraphs (a), (c) or (d) above (a "Repurchase Event"), Assignee agrees that it will (i) promptly execute ---------------- and deliver to Assignor such UCC termination statements and other documents as may be necessary to release Assignee's Lien on such Rent Payment Date the Collateral (offsetprovided that, in the event such Fair Market Sales Value is greater than the Fair Market Sales Value set forth in the Commencement Date Appraisal, by an amount equal to the excess case of (y) the actual Fair Market Sales Value of the Transponders on the Commencement Date, as determined by an appraisal obtained in accordance with a Repurchase Event under Section 19(b)(ii5.07(d), which appraisal shall take into consideration all factors the Collateral released will only relate to RHAKOSS and conditions existing on the Commencement Date that were not taken into account in the determination of Fair Market Sales Value set forth in the Commencement Date Appraisal over (zsales thereof) Lessor's Cost for the Transponders set forth in the Commencement Date Appraisal) or and otherwise give effect to such Repurchase Event and (ii) take such other action or provide such other assistance as may be necessary to give effect to the Termination Value Repurchase Event. (f) Assignee's failure to exercise the Assignee Option Repurchase under Section 5.07(a) and/or (b) upon the occurrence of a Purchase Option Event or an event described in Section 5.07(b) shall not preclude Assignee from exercising the Transponders on such Rent Payment DateAssignee Option Repurchase under Section 5.07(a) and/or (b) upon the occurrence of a subsequent Purchase Option Event or a subsequent event described in Section 5.07(b).

Purchase Options. (a) Subject to Section 5.07(f) below, in the event that a Purchase Option Events. So long as no Bankruptcy Default or ---------------------- any Event (other than a Purchase Option Event described in clause (viii) of the definition thereof) shall occur, Assignee shall have the right, but not the obligation (the "Assignee Option Repurchase"), exercisable within one hundred five (105) days with respect to a Purchase Option Event other than a Funding Termination Event and one hundred ninety-five (195) days with respect to a Funding Termination Event of Default the type described in clauses (i) or (ii) of the definition thereof, following the later of (x) the occurrence of a Purchase Option Event or (y) Assignee's receipt of written notice from Assignor or Ortec of the Purchase Option Event (the "Purchase Option Exercise Period"), to require Assignor to repurchase from Assignee the Assigned Interests for a repurchase price equal to (i) if the Purchase Option Event occurs on or prior to the first anniversary of the Closing Date, an amount equal to [***] percent of the Aggregate Purchase Price that has occurred been paid by Assignee to Assignor as of the date that Assignor pays such amount to Assignee; and (ii) if the Purchase Option Event occurs after the date that is continuingtwelve (12) months following the Closing Date, Lessee an amount equal to the Put Option Exercise Price (the "Repurchase Price"). In the event that Assignee elects to exercise its right as provided in the immediately preceding sentence, then Assignor shall, within forty-five (45) days following Assignor's receipt of Assignee's repurchase election notice (the "Repurchase Period"), repurchase from Assignee the Assigned Interests at the Repurchase Price, the payment of which shall be made by wire transfer, in immediately available funds, to Assignee's Account designated by Assignee in such election notice. (b) In the event that Ortec enters into a License Agreement or Distribution Agreement, or any such License Agreement or Distribution Agreement is amended (including but not limited to under Section 6.03(c) of the Management Agreement), pursuant to which the rate of royalties or other similar payments to be derived therefrom shall be equal to a percentage rate which is less than two times the product of (x) the greater of the Applicable Percentage in effect at the date of the commencement of such License Agreement or five percent (5%) times (y) 2.25, then Assignee shall have the right to purchase: (i) all but not less than all of require Assignor to repurchase from Assignee the TranspondersAssigned Interests at the Repurchase Price; provided, however, that if Lessee timely delivers the Licensee or Distribution Party that is deemed party to have delivered the Final Notice contemplated by clause (ii) of the second paragraph of Section 18(a) (stating that it will purchase the Transponders), on the expiration date of the Basic Term such License Agreement or the Renewal TermDistribution Agreement, as applicable, at offers to assume Assignor's Obligations under this Agreement, Assignee may, but shall not be obligated to, agree to such assumption, thereby (if Assignee does agree in writing to such assumption) waiving its right to compel a purchase price equal to the Fair Market Sales Value repurchase by Assignor of the Transponders as of such date as determined pursuant to Assigned Interests at the Subsequent Appraisal;Repurchase Price under Section 5.07(a). (iic) all In the event that a Call Option Event shall occur, Assignor shall have the option (but not less than all"Assignor Option Repurchase") of to repurchase the Transponders on the EBO Date at Assigned Interests for a purchase repurchase price equal to the EBO Amount therefor; (iii"Assignor Option Repurchase Price") if Owner Participant has become a Competitor and fails to transfer all of its right, title and interest in and to the Lessor's Estate and the Operative Documents in accordance with Article XIV of the Participation Agreement within three (3) months after the Owner Participant has become a Competitor, all (but not less than all) of the Transponders on any Rent Payment Date, at a purchase price equal to the greater of (A) the Termination Value for such Transponders as of such Rent Payment Date and (B) the Fair Market Sales Value of such Transponders as of such Rent Payment Date, as determined by an appraisal obtained in accordance with Section 19(b)(ii); and (iv) if the aggregate of all Rental Adjustments, if any, under the Lease, which occur after the Commencement Date, when combined with all Rental Adjustments made on or prior to the Commencement Date pursuant to the Participation Agreement, shall result in (A) an increase in the present value of Scheduled Rent with respect to the Transponders (expressed as a percentage of Lessor's Cost) either on a full term basis or through the EBO Date including the EBO Amount (discounted in each case to the Commencement Date at the Discount Rate), as compared to the analogous present value set forth on Item 7 or Item 8 to Schedule E hereto, and, as a result thereof, ---------- in the judgment of Lessee, the lease transaction contemplated herein shall be economically disadvantageous to the Lessee as compared to a medium term financing or (B) the Lease not qualifying as an Operating Lease for Lessee, then Lessee shall have the right to purchase all (but not less than all) of ---- the Transponders on any Rent Payment Date at a price equal to the higher of (i) the Fair Market Sales Value of the Transponders on such Rent Payment Date (offset, in the event such Fair Market Sales Value is greater than the Fair Market Sales Value set forth in the Commencement Date Appraisal, by an amount equal to [***] times the excess of (y) the actual Fair Market Sales Value Aggregate Purchase Price that has been paid by Assignee to Assignor as of the Transponders on the Commencement Date, as determined by an appraisal obtained in accordance with Section 19(b)(ii), which appraisal shall take into consideration all factors date that Assignor pays its option and conditions existing on the Commencement Date that were not taken into account in the determination of Fair Market Sales Value set forth in the Commencement Date Appraisal over (z) Lessor's Cost for the Transponders set forth in the Commencement Date Appraisal) or (ii) an amount which, after taking into account all other cash inflows derived from the Termination Value Assigned Interests actually received by Assignee therefor hereunder, and taking into account the timing and the amount of the Transponders cash outflows in the form of an Assigned Interest Closing Payment, will result in such cash flows yielding a [***] internal rate of return on investment to Assignee, but in no event shall such Rent amount be less than $1.00. Payment Dateof the Assignor Option Repurchase Price shall be made by wire transfer of immediately available funds to Assignee's Account designated by Assignee in such election notice. (d) In connection with the consummation of an Assignee Option Repurchase or Assignor Option Repurchase pursuant to subparagraphs (a), (b) and (c) above (a "Repurchase Event"), Assignee agrees that it will (i) promptly execute and deliver to Assignor such UCC termination statements and other documents as may be necessary to release Assignee's Lien on the collateral and otherwise give effect to such Repurchase Event and (ii) take such other action or provide such other assistance as may be necessary to give effect to the Repurchase Event. (e) Assignee's failure to exercise the Assignee Option Repurchase under Section 5.07(a) and/or (b) upon the occurrence of a Purchase Option Event or an event described in Section 5.07(b) shall not preclude Assignee from exercising the Assignee Option Repurchase under Section 5.07(a) and/or (b) upon the occurrence of a subsequent Purchase Option Event or a subsequent event described in Section 5.07(b). (f) In the event that a Purchase Option Event described in clause (viii) of the definition thereof shall occur, Assignee shall be deemed to have automatically exercised an Assignee Option Repurchase on the date on which such Purchase Option Event occurred unless Assignee otherwise waives in writing its right to exercise an Assignee Option Repurchase within ten (10) days following Assignee's receipt of written notice from Ortec of the occurrence of such Purchase Option Event. The forty-five (45) day Repurchase Period for the repurchase from Assignee of the Assigned Interests at the Repurchase Price applicable to such automatic exercise shall commence on the date on which such Purchase Option Event occurred or, if Assignee otherwise elects by written notice to Ortec, the date of Assignee's receipt of written notice from Ortec of the occurrence of such Purchase Option Event.

Purchase Options. Using the 15 invoices selected in paragraph 1 above, verify the purchase order reference number on the invoice with the purchase order (a) Purchase Option Eventsif available). So long as no Bankruptcy Default or ---------------------- any Event of Default has occurred and is continuingEXHIBIT E to Pooling Agreement FORM OF TRANSFEROR CERTIFICATE THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, Lessee shall have the right to purchase: AS AMENDED (i) all but not less than all of the Transponders, if Lessee timely delivers or is deemed to have delivered the Final Notice contemplated by clause (ii) of the second paragraph of Section 18(a) (stating that it will purchase the TranspondersTHE "SECURITIES ACT"), on THE SECURITIES OR "BLUE SKY" LAWS OF ANY STATE OR THE LAWS OF ANY FOREIGN COUNTRY. THIS CERTIFICATE MAY NOT BE RESOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS SUCH RESALE, TRANSFER OR DISPOSITION IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS AND FOREIGN LAWS. IN ADDITION TO THE RESTRICTIONS SET FORTH ABOVE, RESALE, TRANSFER OR DISPOSITION OF THIS CERTIFICATE IS PROHIBITED TO THE EXTENT SET FORTH IN THE POOLING AGREEMENT (AS DEFINED BELOW). BIG FLOWER RECEIVABLES MASTER TRUST TRANSFEROR CERTIFICATE THIS CERTIFIES THAT BFP RECEIVABLES CORPORATION is the expiration date registered owner of an interest in the Basic Term or Big Flower Receivables Master Trust (the Renewal Term"Trust"), as applicable, at a purchase price equal to the Fair Market Sales Value of the Transponders as of such date as determined which was created pursuant to the Subsequent Appraisal; Pooling and Servicing Agreement, dated as of _______, 1996 (ii) all as the same may be amended, supplemented or otherwise modified from time to time, the "Pooling Agreement"), by and among BFP Receivables Corporation, a Delaware corporation, as Transferor (but "Transferor"), Big Flower Press Holdings, Inc., as initial Servicer (in such capacity, the "Servicer"), and MANUFACTURERS AND TRADERS TRUST COMPANY, Trustee (in such capacity, together with its successors and assigns in such capacity, the "Trustee"). This Certificate is the duly authorized Transferor Certificate designated and issued under the Pooling Agreement. To the extent not less than all) otherwise defined herein, capitalized terms have the meanings assigned to them in Appendix A to the Pooling Agreement. This Certificate is subject to the terms, provisions and conditions of, and is entitled to the benefits afforded by, the Pooling Agreement, to which terms, provisions and conditions the holder of this Certificate by virtue of the Transponders on acceptance hereof assents and by which the EBO Date at a purchase price equal to the EBO Amount therefor; (iii) if Owner Participant has become a Competitor and fails to transfer all of its right, title and interest in and to the Lessor's Estate holder is bound. This Certificate shall not bear interest. The Pooling Agreement may be amended and the Operative Documents in accordance with Article XIV rights and obligations of the Participation Agreement within three (3) months after the Owner Participant has become a Competitor, all (but not less than all) parties thereto and of the Transponders on any Rent Payment Date, at a purchase price equal to the greater holder of (A) the Termination Value for such Transponders this Certificate modified as of such Rent Payment Date and (B) the Fair Market Sales Value of such Transponders as of such Rent Payment Date, as determined by an appraisal obtained in accordance with Section 19(b)(ii); and (iv) if the aggregate of all Rental Adjustments, if any, under the Lease, which occur after the Commencement Date, when combined with all Rental Adjustments made on or prior to the Commencement Date pursuant to the Participation Agreement, shall result in (A) an increase in the present value of Scheduled Rent with respect to the Transponders (expressed as a percentage of Lessor's Cost) either on a full term basis or through the EBO Date including the EBO Amount (discounted in each case to the Commencement Date at the Discount Rate), as compared to the analogous present value set forth on Item 7 or Item 8 to Schedule E hereto, and, as a result thereof, ---------- in the judgment of Lessee, the lease transaction contemplated herein shall be economically disadvantageous to the Lessee as compared to a medium term financing or (B) the Lease not qualifying as an Operating Lease for Lessee, then Lessee shall have the right to purchase all (but not less than all) of ---- the Transponders on any Rent Payment Date at a price equal to the higher of (i) the Fair Market Sales Value of the Transponders on such Rent Payment Date (offset, in the event such Fair Market Sales Value is greater than the Fair Market Sales Value set forth in the Commencement Date AppraisalPooling Agreement. Unless the certificate of authentication hereon shall have been executed by or on behalf of Trustee by the manual signature of a duly authorized signatory, by an amount equal this Certificate shall not entitle the holder hereof to any benefit under the Pooling Agreement or under any other Transaction Document or be valid for any purpose. This Certificate is limited in right of payment to the excess of (y) Transferred Assets. Transferor may not transfer, assign, exchange or otherwise convey or pledge, hypothecate or otherwise grant a security interest in this Certificate or any interest represented hereby except in compliance with the actual Fair Market Sales Value of the Transponders on the Commencement Dateterms, as determined by an appraisal obtained in accordance with Section 19(b)(ii), which appraisal shall take into consideration all factors conditions and conditions existing on the Commencement Date that were not taken into account in the determination of Fair Market Sales Value restrictions set forth in the Commencement Date Appraisal over (z) Lessor's Cost for Pooling Agreement. Any attempted transfer of all or any part of this Certificate other than as permitted by the Transponders set forth Pooling Agreement shall be void and of no effect. This Certificate shall be construed in accordance with the Commencement Date Appraisal) or (ii) the Termination Value laws of the Transponders on such Rent Payment DateState of New York, without reference to its conflict of laws principles, and all obligations, rights and remedies under, or arising in connection with, this Certificate shall be determined in accordance with the laws of the State of New York.

Purchase Options. (a) Subject to Section 5.07(a)(ii), in the event that a Purchase Option Events. So long Event shall occur, Assignee shall have the right, but not the obligation (the “Assignee Repurchase Option”), exercisable from the date of the Purchase Option Event (whether or not Company gives notice thereof) through the date ****** days after Assignee’s receipt of written notice from Company of the Purchase Option Event, to require Company to repurchase from Assignee the Assigned Interests by providing a written notice to Company exercising such right. (i) The purchase price payable by Company in the event of an Assignee Repurchase Option (the “Assignee Repurchase Option Price”) shall be calculated as no Bankruptcy Default follows: (A) for any Assignee Repurchase Option arising as a result of a Purchase Option Event described in clauses (i) through (vi) and clause (vii)(D) thereof, the Assignee Repurchase Option Price shall equal the greater of (I) two hundred percent (200%) of the Purchase Price (including any Performance Payment paid by Assignee) paid pursuant to Section 2.03; or, (II) an amount sufficient to provide an IRR of twenty-five percent (25%) on the Purchase Price (including any Performance Payment paid by Assignee) paid pursuant to Section 2.03; or, (B) for any Assignee Repurchase Option arising as a result of a Purchase Option Event described in clause (vii)(A)-(C) and (E) thereof, the Assignee Repurchase Option Price shall equal in each case as of the date of payment of the Assignee Repurchase Option Price: (I) On of before December 31, 2010, the greater of (a) one hundred ten percent (110%) of the Purchase Price (including any Performance Payment paid by Assignee) paid pursuant to Section 2.03; or, (b) an amount sufficient to provide an IRR of ten percent (10%) on the Purchase Price (including any Performance Payment paid by Assignee) paid pursuant to Section 2.03; or, (II) Following December 31, 2010 through the end of the Term, the greater of (a) one hundred fifty percent (150%) of the Purchase Price (including any Performance Payment paid by Assignee) paid pursuant to Section 2.03; or, (b) an amount sufficient to provide and IRR of fifteen percent (15%) on the Purchase Price (including any Performance Payment paid by Assignee) paid pursuant to Section 2.03; in each case as of the date of payment of the Assignee Repurchase Option Price (ii) With respect to any Assignee Repurchase Option arising as a result of a Purchase Option Event described in clause (vii)(A)-(C) or ---------------------- any (E) thereof, Company shall have the right, but not the obligation, exercisable by providing written notice to Assignee within ****** Days following its receipt of written notice from Assignee of such Assignee Repurchase Option, to avoid payment of the Assignee Repurchase Option Price due under Section 5.07(a)(i)(B) above by (x) providing a written notice to Assignee that Company intends to make an Initial Make Whole Payment at the end of the calendar year in which such Purchase Option Event of Default has occurred and (y) within ****** days after the end of such calendar year, paying to Assignee by wire transfer of immediately available funds directly to Assignee’s Account an amount equal to the Initial Make Whole Payment, together with a notice setting out the calculation of such amount. In addition, Company shall be permitted to avoid payment of the Assignee Repurchase Option Price in further consecutive calendar years in which there is continuinga Make Whole Payment greater than zero, Lessee by paying any Further Make Whole Payments to be made by wire transfer of immediately available funds directly to Assignee’s Account, and providing a written notice setting out the calculation of such amount, no later than within ****** days after the end of any calendar year in which there is a Further Make Whole Payment greater than zero, for each calendar year through the end of the Term unless either (X) in any two consecutive calendar years (but not including calendar year 2007), the total Make Whole Payments equal or exceed fifty percent (50%) of the Applicable Percentage of the Projected Program Revenues in each of such two (2) consecutive calendar years, (Y) in any three (3) consecutive calendar years (but not including calendar year 2007), the total Make Whole Payments equal or exceed thirty-three percent (33%) of the Applicable Percentage of the Projected Program Revenues in each of such three (3) consecutive calendar years, ******, or (Z) ******, in each of which cases, at the end of the calendar year in which the final such Make Whole Payment would be due, Company shall be required to repurchase from Assignee the Assigned Interests at the Assignee Repurchase Option Price. Notwithstanding anything to the contrary set forth in this Section 5.07(a)(ii), (A) in the event the actual amounts otherwise received by Assignee related to the Assigned Interests for any calendar year for which a Make Whole Payment is to be calculated exceeds the Applicable Percentage of the Projected Program Revenues for such calendar year, the Make Whole Payment for such period shall be zero; and (B) regardless of whether Company makes a Make Whole Payment hereunder, neither the Make Whole Payment mechanisms set forth herein nor the payment of any such Make Whole Payment shall be deemed to be Assignee’s sole remedy hereunder, or to operate as a waiver of any right including with respect to any uncured breach, and Assignee shall have the right to purchase: pursue any other remedies available at law or equity with respect to any breach or default hereunder (provided that any amounts payable to Assignee in connection with its pursuit of such remedies shall be reduced by the amount of any applicable Make Whole Payment). Following the end of the calendar year in which the final Make Whole Payment permitted hereunder is made, or following any failure by Company to make a Make Whole Payment when due, with respect to any Assignee Repurchase Option arising as a result of a Purchase Option Event described in clause (vii)(A)-(C) or (E) thereof, including any continuing uncured Purchase Option Event, Company shall be required to repurchase from Assignee the Assigned Interests at the Assignee Repurchase Option Price. For the avoidance of doubt, (i) all but not less than all no Make Whole Payment shall ever be required to be made by Assignee to Company and (ii) upon receipt of a written notice that Company intends to make an Initial Make Whole Payment, Assignee shall be precluded from exercising its right to require an Assignee Repurchase Option arising as a result of any Purchase Option Event described in clause (vii)(A)-(C) or (E) thereof for the Transponderscalendar year in which such notice falls and, thereafter, in the event Company makes the Initial Make Whole Payment and for so long as the Company makes Further Make Whole Payments to the extent permitted herein. (iii) In the event that Assignee elects to exercise its rights to require an Assignee Repurchase Option, then Company shall, within ****** days following Company’s receipt of Assignee’s repurchase election notice if Lessee timely delivers the Assignee Repurchase Option is based on a Purchase Option Event described in clauses (iii), (iv), (v), or is (vi) thereof and otherwise within ****** days following Company’s receipt of Assignee’s repurchase election notice (unless Company elects to make and does make the Make Whole Payment(s) as described in Section 5.07(a)(ii) with respect to any Assignee Repurchase Option arising as a result of a Purchase Option Event described in clause (vii)(A)-(C) or(E) thereof), repurchase from Assignee the Assigned Interests at the Assignee Repurchase Option Price, the payment of which shall be made by wire transfer, in immediately available funds, to Assignee’s Account designated by Assignee in such election notice. Notwithstanding anything to the contrary contained herein, immediately upon the occurrence of a Bankruptcy Event or a Notice Event, Assignee shall be deemed to have delivered automatically and simultaneously elected to have Company repurchase from Assignee the Final Notice contemplated Assigned Interests for the Assignees Option Repurchase Price and Assignee Repurchase Option Price shall be immediately due and payable without any further action or notice by clause any party, with no right by Company to avoid such Assignee Repurchase Option by making the Make Whole Payment(s) described in Section 5.07(a)(ii). (iiiv) An example of the second paragraph of Section 18(aa Make Whole Payment timing as set forth on Exhibit A. (b) (stating that it will purchase the Transponders), on the expiration date of the Basic Term or the Renewal Term, as applicableCompany may, at a purchase price equal to the Fair Market Sales Value of the Transponders as of such date as determined pursuant to the Subsequent Appraisal; (ii) all (its election, at any time repurchase all, but not less than all, of the Assigned Interests (a “Call”) for a repurchase price equal to (i) until the second anniversary of the Closing Date, one hundred seventy-five percent (175%) of the Transponders on the EBO Date at a purchase price equal Purchase Price (including any Performance Payment paid by Assignee) made pursuant to the EBO Amount therefor; Section 2.03 or (iiiii) if Owner Participant has become a Competitor and fails to transfer all of its rightthereafter, title and interest in and to the Lessor's Estate and the Operative Documents in accordance with Article XIV of the Participation Agreement within three (3) months after the Owner Participant has become a Competitor, all (but not less than all) of the Transponders on any Rent Payment Date, at a purchase price equal to the greater of (A) two hundred percent (200%) of the Termination Value for such Transponders as of such Rent Purchase Price (including any Performance Payment Date and (Bpaid by Assignee) the Fair Market Sales Value of such Transponders as of such Rent Payment Date, as determined by an appraisal obtained in accordance with Section 19(b)(ii); and (iv) if the aggregate of all Rental Adjustments, if any, under the Lease, which occur after the Commencement Date, when combined with all Rental Adjustments made on or prior to the Commencement Date paid pursuant to the Participation Agreement, shall result in (A) an increase in the present value of Scheduled Rent with respect to the Transponders (expressed as a percentage of Lessor's Cost) either on a full term basis or through the EBO Date including the EBO Amount (discounted in each case to the Commencement Date at the Discount Rate), as compared to the analogous present value set forth on Item 7 or Item 8 to Schedule E hereto, and, as a result thereof, ---------- in the judgment of Lessee, the lease transaction contemplated herein shall be economically disadvantageous to the Lessee as compared to a medium term financing Section 2.03 or (B) an amount sufficient to provide an IRR of twenty five percent (25%) on the Lease not qualifying amount of the Purchase Price (including any Performance Payment paid by Assignee) paid pursuant to Section 2.03 (the “Call Price”), in each case calculated as of the date of payment of the Call Price. (c) The Assignee Repurchase Option Price and the Call Price (collectively, the “Repurchase Price”) shall, in each case, be reduced by the sum of the total payments received and retained by Assignee under Section 2.02 and Section 5.07(a)(ii). (d) In connection with the consummation of an Operating Lease for LesseeAssignee Repurchase Option or a Call pursuant to subparagraphs (a) and (b) above (each, then Lessee shall have the right to purchase all (but not less than all) of ---- the Transponders on any Rent Payment Date at a price equal to the higher of “Repurchase Event”), Assignee agrees that it will (i) promptly execute and deliver to Company such UCC termination statements and other documents as may be necessary to release, or evidence the Fair Market Sales Value of the Transponders on such Rent Payment Date (offsetrelative ranking of, in the event such Fair Market Sales Value is greater than the Fair Market Sales Value set forth in the Commencement Date Appraisal, by an amount equal to the excess of (y) the actual Fair Market Sales Value of the Transponders Assignee’s Lien on the Commencement Date, as determined by an appraisal obtained in accordance with Section 19(b)(ii), which appraisal shall take into consideration all factors Collateral and conditions existing on the Commencement Date that were not taken into account in the determination of Fair Market Sales Value set forth in the Commencement Date Appraisal over (z) Lessor's Cost for the Transponders set forth in the Commencement Date Appraisal) or otherwise give effect to such Repurchase Event and (ii) take such other action or provide such other assistance as may be necessary to give effect to the Termination Value Repurchase Event. (e) Assignee’s failure to exercise the Assignee Repurchase Option under Section 5.07(a) upon the occurrence of a Purchase Option Event shall not preclude Assignee from exercising the Transponders on such Rent Payment DateAssignee Repurchase Option under Section 5.07(a) upon the occurrence of a subsequent Purchase Option Event.

Purchase Options. (a) Purchase Option Events. So long as no Bankruptcy Default In the event of: (A) the insolvency of the Class B Member, General Cable Corporation, or ---------------------- any relevant Affiliate, or a Material Breach by the Class B Member, General Cable Corporation, or any relevant Affiliate, (B) the occurrence of any Irreconcilable Difference, other than an Irreconcilable Difference under item (i) of the definition of an Irreconcilable Difference (i.e., insolvency or Material Breach of the Class A Member or SpecTran), after one year from the date hereof, or (C) the occurrence of an Event of Default has occurred and is continuing, Lessee Withdrawal of the Class B Member other than with the consent of the Class A Member; the Class A Member shall have the right option, which must be exercised by the delivery to purchase: the Class B Member of written notice of its intent to exercise its option, and by the exercise of such option within sixty (i60) days after the occurrence of such Irreconcilable Difference (the "Option Period"), to be assigned all but and not less than all of the Transponders, if Lessee timely delivers or is deemed to have delivered the Final Notice contemplated by clause (ii) Interest of the second paragraph of Section 18(a) (stating that it Class B Member at the Option Price. The Option Period will purchase automatically be extended for the Transponders), on period necessary to establish the expiration date of the Basic Term or the Renewal Term, as applicable, at a purchase price equal to the Fair Market Sales Value of the Transponders as of such date as determined pursuant to the Subsequent Appraisal;Option Price. (iib) all (but not less than all) of In the Transponders on the EBO Date at a purchase price equal to the EBO Amount therefor; (iii) if Owner Participant has become a Competitor and fails to transfer all of its right, title and interest in and to the Lessor's Estate and the Operative Documents in accordance with Article XIV of the Participation Agreement within three (3) months after the Owner Participant has become a Competitor, all (but not less than all) of the Transponders on any Rent Payment Date, at a purchase price equal to the greater of event of: (A) the Termination Value for such Transponders as Bankruptcy or insolvency of such Rent Payment Date and the Class A Member, SpecTran, or any relevant Affiliate, (B) a Material Breach by the Fair Market Sales Value Class A Member, SpecTran or any relevant Affiliate, or (C) the Class A Member's failure to exercise, within the Option Period, its option to acquire an assignment of such Transponders as the Interest of such Rent Payment Date, as determined by an appraisal obtained in accordance with the Class B Member pursuant to Section 19(b)(ii10.5(a); and (iv) if the aggregate of all Rental Adjustments, if any, under the Lease, which occur after the Commencement Date, when combined with all Rental Adjustments made on or prior to the Commencement Date pursuant to the Participation Agreement, shall result in (A) an increase in the present value of Scheduled Rent with respect to the Transponders (expressed as a percentage of Lessor's Cost) either on a full term basis or through the EBO Date including the EBO Amount (discounted in each case to the Commencement Date at the Discount Rate), as compared to the analogous present value set forth on Item 7 or Item 8 to Schedule E hereto, and, as a result thereof, ---------- in the judgment of Lessee, the lease transaction contemplated herein shall be economically disadvantageous to the Lessee as compared to a medium term financing or (B) the Lease not qualifying as an Operating Lease for Lessee, then Lessee Class B Member shall have the right option to purchase acquire an assignment of all (but and not less than all) all of ---- the Transponders on any Rent Payment Date Interest of the Class A Member at a price equal the Option Price. Such option must be exercised by the delivery to the higher Class A Member of written notice of its intent to exercise its option, and by the exercise of such option within thirty (i30) days after the Fair Market Sales Value Class B Member is notified of its option under this Section 10.5(b) or the expiration of the Transponders on such Rent Payment Date (offset, in the event such Fair Market Sales Value is greater than the Fair Market Sales Value set forth in the Commencement Date Appraisal, by an amount equal to the excess of (y) the actual Fair Market Sales Value of the Transponders on the Commencement Date, as determined by an appraisal obtained in accordance with Section 19(b)(ii), which appraisal shall take into consideration all factors and conditions existing on the Commencement Date that were not taken into account in the determination of Fair Market Sales Value set forth in the Commencement Date Appraisal over (z) Lessor's Cost for the Transponders set forth in the Commencement Date Appraisal) or (ii) the Termination Value of the Transponders on such Rent Payment DateOption Period.

Purchase Options. 7.1 On or after the occurrence and during the continuance of a Revolving Event of Default and the acceleration of the Revolving Debt, the Person(s) designated by the Note Collateral Agent (the “Designated Note Purchaser(s)”) shall have the option, by written notice from the Note Collateral Agent to the Revolving Credit Agent, to purchase all of the Revolving Debt (including the Revolving Lenders’ collateral interest in the Collateral). On the date specified by the Note Collateral Agent in such notice (which may not be later than the Business Day prior to the date of commencement of the sale or other liquidation of the Collateral of which the Note Collateral Agent shall have been given no less than ten (10) days prior notice), the Revolving Lenders shall sell to the Designated Note Purchaser(s) such Revolving Debt. Upon the date of such purchase and sale, the Designated Note Purchaser(s) shall (a) Purchase Option Eventspay to Revolving Credit Agent, for its account and the account of the Revolving Secured Parties, as the purchase price therefor the full amount of all such Revolving Debt (exclusive of Letter of Credit Outstandings) then outstanding and unpaid (including principal, interest, fees, indemnities, and expenses, including reasonable attorneys’ fees and legal expenses), and (b) in connection therewith furnish the Revolving Loan Agent with cash collateral in an amount equal to 103% of the maximum amount available to be drawn under outstanding Letters of Credit (as defined in the Revolving Loan Agreements). So long as no Bankruptcy Default Such purchase shall be expressly made without representation or ---------------------- warranty of any Event kind by the Revolving Credit Agent or the Revolving Secured Parties and without recourse to the Revolving Credit Agent or the Revolving Secured Parties, except that Revolving Lenders shall represent and warrant: (a) that the Revolving Lenders own the Revolving Debt free and clear of Default has occurred and is continuingany Liens or encumbrances, Lessee shall (b) the Revolving Lenders have the right to purchase: assign the Revolving Debt, and (ic) all the assignment is duly authorized, executed and delivered. Any cash collateral furnished for outstanding letters of credit which is not required to be utilized to reimburse the Revolving Lenders for any drawings thereunder and fees and expenses associated therewith shall be returned to the Note Collateral Agent upon the expiration or cancellation of each such letter of credit or after each such letter of credit is fully drawn. The obligations of the Revolving Lenders to sell their respective Revolving Debt under this Section 7.1 are several and not joint, and if any Revolving Lender breaches its obligations to sell its Revolving Debt, the Designated Note Purchaser(s) may (but shall not be obligated to) purchase the Revolving Debt of the other Revolving Lenders; it being acknowledged that nothing in this Section 7.1 shall require the Designated Note Purchaser(s) to purchase less than all of the Transponders, if Lessee timely delivers or is deemed to have delivered the Final Notice contemplated by clause (ii) of the second paragraph of Section 18(a) (stating that it will purchase the Transponders), on the expiration date of the Basic Term or the Renewal Term, as applicable, at a purchase price equal to the Fair Market Sales Value of the Transponders as of such date as determined pursuant to the Subsequent Appraisal; (ii) all (but not less than all) of the Transponders on the EBO Date at a purchase price equal to the EBO Amount therefor; (iii) if Owner Participant has become a Competitor and fails to transfer all of its right, title and interest in and to the Lessor's Estate and the Operative Documents in accordance with Article XIV of the Participation Agreement within three (3) months after the Owner Participant has become a Competitor, all (but not less than all) of the Transponders on any Rent Payment Date, at a purchase price equal to the greater of (A) the Termination Value for such Transponders as of such Rent Payment Date and (B) the Fair Market Sales Value of such Transponders as of such Rent Payment Date, as determined by an appraisal obtained in accordance with Section 19(b)(ii); and (iv) if the aggregate of all Rental Adjustments, if any, under the Lease, which occur after the Commencement Date, when combined with all Rental Adjustments made on or prior to the Commencement Date pursuant to the Participation Agreement, shall result in (A) an increase in the present value of Scheduled Rent with respect to the Transponders (expressed as a percentage of Lessor's Cost) either on a full term basis or through the EBO Date including the EBO Amount (discounted in each case to the Commencement Date at the Discount Rate), as compared to the analogous present value set forth on Item 7 or Item 8 to Schedule E hereto, and, as a result thereof, ---------- in the judgment of Lessee, the lease transaction contemplated herein shall be economically disadvantageous to the Lessee as compared to a medium term financing or (B) the Lease not qualifying as an Operating Lease for Lessee, then Lessee shall have the right to purchase all (but not less than all) of ---- the Transponders on any Rent Payment Date at a price equal to the higher of (i) the Fair Market Sales Value of the Transponders on such Rent Payment Date (offset, in the event such Fair Market Sales Value is greater than the Fair Market Sales Value set forth in the Commencement Date Appraisal, by an amount equal to the excess of (y) the actual Fair Market Sales Value of the Transponders on the Commencement Date, as determined by an appraisal obtained in accordance with Section 19(b)(ii), which appraisal shall take into consideration all factors and conditions existing on the Commencement Date that were not taken into account in the determination of Fair Market Sales Value set forth in the Commencement Date Appraisal over (z) Lessor's Cost for the Transponders set forth in the Commencement Date Appraisal) or (ii) the Termination Value of the Transponders on such Rent Payment DateRevolving Debt.