Rejectable Offer. (a) In the event of a Major Casualty or Major Condemnation during the Primary Term and Tenant has given, or is required to give, a notice to Landlord of Tenant's intention to terminate this Lease pursuant to Section 3.2(b) hereof, Tenant shall deliver to Landlord, no later than sixty (60) days after such Major Casualty or Major Condemnation, (i) an irrevocable rejectable written offer (the "REJECTABLE OFFER") to purchase Landlord's interest in the Premises on the Lease Termination Date for a price equal to the "STIPULATED LOSS VALUE" as specified on SCHEDULE E attached hereto and made a part hereof, and (ii) a certificate from the president, the chief financial officer or the treasurer of Tenant (herein, a "RESPONSIBLE OFFICER") which describes the event(s) giving rise to the Major Casualty or Major Condemnation, as the case may be. Within 90 days of the date Landlord receives the items required to be delivered in (i) and (ii) above, Landlord shall deliver written notice of its election to either accept or reject Tenant's Rejectable Offer (with a failure to respond constituting an acceptance of such Rejectable Offer). Any rejection by Landlord of a Rejectable Offer shall comply with and be accomplished in accordance with the provisions of Section 3.5. In the event of an acceptance or deemed acceptance of a Rejectable Offer, on the applicable Lease Termination Date, the Landlord's interest in the Premises shall be conveyed to Tenant or its designee, including but not limited to the delivery to Tenant of all Net Proceeds held by Lender and/or Landlord (and/or their respective designees), as the case may be, and Landlord shall deliver an assignment, without representation, warranty or recourse, to Tenant of all right, title and interest of Landlord or its designees to receive payment of all Compensation together with a release in full of the Indenture by Lender, in exchange for payment by Tenant to Landlord of the applicable Stipulated Loss Value, together with all Basic Rent, Additional Rent and other sums accrued or due and payable under this Lease as of the applicable Lease Termination Date (and, if an Event of Default has occurred and is continuing at the time of the Rejectable Offer or on the Lease Termination Date, together with a Make Whole Premium). (b) Tenant agrees that so long as any portion of the note secured by the Indenture is outstanding, Tenant shall deliver to Lender at the address for Lender as set forth in the Tenant Consent (as defined in the Indenture), concurrently with the delivery thereof to Landlord, a copy of any Rejectable Offer, together with all items required to be delivered in connection therewith and together with copies of all items required to be delivered pursuant to this Section 3.3.
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Rejectable Offer. (a) In the event of a Major Casualty or Major Condemnation during the Primary Term and Tenant has given, or is required to give, a notice to Landlord of Tenant's intention to terminate this Lease pursuant to Section 3.2(b) hereof, Tenant shall deliver to Landlord, no later than sixty (60) days after such Major Casualty or Major Condemnation, (i) an irrevocable rejectable written offer (the "REJECTABLE OFFER") to purchase Landlord's interest in the Premises on the Lease Termination Date for a price equal to the "STIPULATED LOSS VALUE" as specified on SCHEDULE E attached hereto and made a part hereof, and (ii) a certificate from the president, the chief financial officer or the treasurer of Tenant (herein, a "RESPONSIBLE OFFICER") which describes the event(s) giving rise to the Major Casualty or Major Condemnation, as the case may be. Within 90 days of the date Landlord receives the items required to be delivered in (i) and (ii) above, Landlord shall deliver written notice of its election to either accept or reject Tenant's Rejectable Offer (with a failure to respond constituting an acceptance of such Rejectable Offer). Any rejection by Landlord of a Rejectable Offer shall comply with and be accomplished in accordance with the provisions of Section 3.5. In the event of an acceptance or deemed acceptance of a Rejectable Offer, on the applicable Lease Termination Date, the Landlord's interest in the Premises shall be conveyed to Tenant or its designee, including but not limited to the delivery to Tenant of all Net Proceeds held by Lender and/or Landlord (and/or their respective designees), as the case may be, and Landlord shall deliver an assignment, without representation, warranty or recourse, to Tenant of all right, title and interest of Landlord or its designees to receive payment of all Compensation together with a release in full of the Indenture by Lender, in exchange for payment by Tenant to Landlord of the applicable Stipulated Loss Value, together with all Basic Rent, Additional Rent and other sums accrued or due and payable under this Lease as of the applicable Lease Termination Date (and, if an Event of Default has occurred and is continuing If at the time of Redelivery of any Transponder (other ---------------- than a Redelivery pursuant to Section 8), the Satellite will (A) fail to meet the Minimum Fuel Requirement, or (B) be located in an orbital location outside the Authorized Range other than as a result of the failure of STLC to pursue in a commercially reasonable manner authority to locate the Satellite in an orbital location within the Authorized Range or (C) not have been in its orbital location at redelivery for a period of 30 consecutive months by reason of an Emergency Move (an "Emergency Relocation") or an FCC Ordered Move; then, as the remedy for its failure to make an Acceptable Redelivery, Lessee shall make an offer to Lessor (the "Rejectable Offer"), no earlier than 540 days and no later ---------------- than thirty (30) days prior to the scheduled date of such Redelivery, to purchase such Transponder in lieu of Redelivery for a purchase price (the "Offer ----- Amount") equal to (i) 12% of Buyer's Cost for such Transponder if such ------ Redelivery is at the end of the Basic Term or (ii) 2.4% of Buyer's Cost if such Redelivery is at the end of the First Renewal Term. Lessor shall inform Lessee whether it shall accept or reject such Rejectable Offer within ninety (90) days of receipt of the Rejectable Offer if made 180 days or more prior to the scheduled date of such Redelivery and within fifteen (15) days of receipt of the Rejectable Offer if made less than 180 days prior to the scheduled date of such Redelivery. If Lessor timely rejects the Rejectable Offer, or fails timely to accept or reject such offer, then Redelivery of the Satellite shall occur at the end of the Lease Term pursuant to Section 10(b) and such Redelivery shall be deemed an Acceptable Redelivery. If Lessor timely accepts the Rejectable Offer, then Lessee shall retain Control of the Transponders, and pay the Offer Amount to Lessor on the last day of the Lease Termination DateTerm, together with a Make Whole Premiumany and all Rent due and owing; and concurrently, Lessor shall transfer title to such Transponder to Lessee as is, where is, free and clear of all Lessor Liens and Owner Participant Liens, but otherwise without warranty, by executing and delivering to Lessee an instrument substantially in the form of Exhibit C to the Lease. If Lessee does not purchase the Subsequent Purchase Option on or before the Subsequent Purchase Option Cut-off Date, and subsequent thereto (during the Lease Term).
(b) Tenant agrees that so long as any portion , Lessee makes an Emergency Move of the note secured by Satellite, any Redelivery of the Indenture is outstanding, Tenant shall deliver to Lender Transponders at the address for Lender termination of the Lease Term shall occur at the orbital location at which the Satellite was located immediately prior to such Emergency Move (unless Lessor, in its sole discretion, shall consent to Redelivery to another orbital location, then to such other location), and the parties shall otherwise have the rights and obligations with respect to such Redelivery as set forth in the Tenant Consent (as defined in the IndentureSection 10(c), concurrently with the delivery thereof to Landlord, a copy of any Rejectable Offer, together with all items required to be delivered in connection therewith and together with copies of all items required to be delivered pursuant to this Section 3.3.
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Rejectable Offer. (a) In the event of a Major Casualty or Major Condemnation during the Primary Term and Tenant has given, or is required to give, a notice to Landlord of Tenant's intention to terminate this Lease pursuant to Section 3.2(b) hereof, Tenant shall deliver to Landlord, no later than sixty (60) days after such Major Casualty or Major Condemnation, (i) an irrevocable rejectable written offer (the "REJECTABLE OFFER") to purchase Landlord's interest in the Premises on the Lease Termination Date for a price equal to the "STIPULATED LOSS VALUE" as specified on SCHEDULE E attached hereto and made a part hereof, and (ii) a certificate from the president, the chief financial officer or the treasurer of Tenant (herein, a "RESPONSIBLE OFFICER") which describes the event(s) giving rise to the Major Casualty or Major Condemnation, as the case may be. Within 90 days of the date Landlord receives the items required to be delivered in (i) and (ii) above, Landlord shall deliver written notice of its election to either accept or reject Tenant's Rejectable Offer (with a failure to respond constituting an acceptance of such Rejectable Offer). Any rejection by Landlord of a Rejectable Offer shall comply with and be accomplished in accordance with the provisions of Section 3.5. In the event of an acceptance or deemed acceptance of a Rejectable Offer, on the applicable Lease Termination Date, the Landlord's interest in the Premises shall be conveyed to Tenant or its designee, including but not limited to the delivery to Tenant of all Net Proceeds held by Lender and/or Landlord (and/or their respective designees), as the case may be, and Landlord shall deliver an assignment, without representation, warranty or recourse, to Tenant of all right, title and interest of Landlord or its designees to receive payment of all Compensation together with a release in full of the Indenture by Lender, in exchange for payment by Tenant to Landlord of the applicable Stipulated Loss Value, together with all Basic Rent, Additional Rent and other sums accrued or due and payable under this Lease as of the applicable Lease Termination Date (and, if an Event of Default has occurred and is continuing If at the time of Redelivery of any Transponder ----------------- (other than a Redelivery pursuant to Section 8), the Satellite will (A) fail to meet the Minimum Fuel Requirement, or (B) be located in an orbital location outside the Authorized Range other than as a result of the failure of STLC to pursue in a commercially reasonable manner authority to locate the Satellite in an orbital location within the Authorized Range or (C) not have been in its orbital location at redelivery for a period of 30 consecutive months by reason of an Emergency Move (an "Emergency Relocation") or an FCC Ordered Move; then, as the remedy for its failure to make an Acceptable Redelivery, Lessee shall make an offer to Lessor (the "Rejectible Offer"), no earlier than 540 days and ---------------- no later than thirty (30) days prior to the scheduled date of such Redelivery, to purchase such Transponder in lieu of Redelivery for a purchase price (the "Offer Amount") equal to (i) 12% of Buyer's Cost for such Transponder if ------------ such Redelivery is at the end of the Basic Term or (ii) 2.4% of Buyer's Cost if such Redelivery is at the end of the First Renewal Term. Lessor shall inform Lessee whether it shall accept or reject such Rejectable Offer within ninety (90) days of receipt of the Rejectable Offer if made 180 days or more prior to the scheduled date of such Redelivery and within fifteen (15) days of receipt of the Rejectable Offer if made less than 180 days prior to the scheduled date of such Redelivery. If Lessor timely rejects the Rejectable Offer, or fails timely to accept or reject such offer, then Redelivery of the Satellite shall occur at the end of the Lease Term pursuant to Section 10(b) and such 51 Redelivery shall be deemed an Acceptable Redelivery. If Lessor timely accepts the Rejectable Offer, then Lessee shall retain Control of the Transponders, and pay the Offer Amount to Lessor on the last day of the Lease Termination DateTerm, together with a Make Whole Premiumany and all Rent due and owing; and concurrently, Lessor shall transfer title to such Transponder to Lessee as is, where is, free and clear of all Lessor Liens and Owner Participant Liens, but otherwise without warranty, by executing and delivering to Lessee an instrument substantially in the form of Exhibit C to the Lease. If Lessee does not purchase the Subsequent Purchase Option on or before the Subsequent Purchase Option Cut-off Date, and subsequent thereto (during the Lease Term).
(b) Tenant agrees that so long as any portion , Lessee makes an Emergency Move of the note secured by Satellite, any Redelivery of the Indenture is outstanding, Tenant shall deliver to Lender Transponders at the address for Lender termination of the Lease Term shall occur at the orbital location at which the Satellite was located immediately prior to such Emergency Move (unless Lessor, in its sole discretion, shall consent to Redelivery to another orbital location, then to such other location), and the parties shall otherwise have the rights and obligations with respect to such Redelivery as set forth in the Tenant Consent (as defined in the IndentureSection 10(c), concurrently with the delivery thereof to Landlord, a copy of any Rejectable Offer, together with all items required to be delivered in connection therewith and together with copies of all items required to be delivered pursuant to this Section 3.3.
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