Common use of of the Purchase Agreement Clause in Contracts

of the Purchase Agreement. The foregoing repurchase obligation shall not apply in the event that the Seller cannot deliver an original document submitted for recordation to the appropriate public recording office within the specified period due to a delay caused by the recording office in the applicable jurisdiction; provided that the Seller shall instead deliver a recording receipt of such recording office or, if such recording receipt is not available, an officer's certificate of a servicing officer of the Seller, confirming that such documents have been accepted for recording; provided that, upon request of the Purchaser and delivery by the Purchaser to the Seller of a schedule of the Mortgage Loans, the Seller shall reissue and deliver to the Purchaser or its designee said officer's certificate. From time to time, the Seller shall forward to the Custodian additional original documents, additional documents evidencing an assumption, modification, consolidation or extension of a Mortgage Loan approved by the Seller, in accordance with the terms of the related Purchase Agreement. All such mortgage documents held by the Custodian as to each Mortgage Loan shall constitute the "Custodial File". At the request of the Purchaser, the Seller shall submit for recording at the sole expense of the Seller, in the appropriate public office for real property records, each assignment referred to in Sections 2(e) and (f) above; provided, however, that the assignments referred to in Section 2(e) shall not be recorded for Mortgages for which the Mortgaged Property is located in California (unless required by the Purchaser). In the event that any such assignment is lost or returned unrecorded because of a defect therein, the Seller shall promptly prepare a substitute assignment to cure such defect and thereafter cause each such assignment to be duly recorded. On or prior to the Closing Date the Seller shall deliver to the Custodian a copy of the Mortgage Loan Schedule in an electronic, machine readable medium on a form mutually acceptable to the Seller and the Custodian. Notwithstanding anything to the contrary contained in this Section 2, in those instances where the public recording office retains or loses the original Mortgage or assignment after it has been recorded, the obligations of the Seller shall be deemed to have been satisfied upon delivery by the Seller to the Purchaser or its designee prior to the Closing Date of a copy of such Mortgage or assignment, as the case may be, certified (such certification to be an original thereof) by the public recording office to be a true and complete copy of the recorded original thereof.

of the Purchase Agreement. The foregoing repurchase obligation If the Registration Statement refers to any Holder by name or otherwise as the holder of any securities of the Company, then such Holder shall not apply have the right to require (i) the inclusion therein of language, in form and substance reasonably satisfactory to such Holder and the event Company, to the effect that the Seller canownership by such Holder of such securities is not deliver an original document submitted for recordation to be construed as a recommendation by such Holder of the investment quality of the Company's securities covered thereby and that such ownership does not imply that such Holder will assist in meeting any future financial requirements of the Company, or (ii) if such reference to such Holder by name or otherwise is not required by the Securities Act or any similar federal statute then in force, the deletion of the reference to such Holder in any amendment or supplement to the appropriate public recording office within Registration Statement filed or prepared subsequent to the specified period due time that such reference ceases to a delay caused be required. Each Purchaser covenants and agrees that (i) it will not offer or sell any Registrable Securities under the Registration Statement until it has received copies of the Prospectus as then amended or supplemented as contemplated in Section 3(g) and notice from the Company that such Registration Statement and any post-effective amendments thereto have become effective as contemplated by Section 3(c) and (ii) each Purchaser and its officers, directors or Affiliates, if any, will comply with the recording office prospectus delivery requirements of the Securities Act as applicable to them in connection with sales of Registrable Securities pursuant to the applicable jurisdiction; provided that the Seller shall instead deliver a recording receipt Registration Statement. Each Holder agrees by its acquisition of such recording office or, if such recording receipt is not available, an officer's certificate of a servicing officer of the Seller, confirming that such documents have been accepted for recording; provided Registrable Securities that, upon request receipt of a written notice from the Company of the Purchaser and delivery by the Purchaser to the Seller occurrence of a schedule any event of the Mortgage Loanskind described in Section 3(c)(ii), the Seller shall reissue and deliver to the Purchaser 3(c)(iii), 3(c)(iv), 3(c)(v) or its designee said officer3(c)(vi), such Holder will forthwith discontinue disposition of such Registrable Securities until such Holder's certificate. From time to time, the Seller shall forward to the Custodian additional original documents, additional documents evidencing an assumption, modification, consolidation or extension of a Mortgage Loan approved by the Seller, in accordance with the terms receipt of the related Purchase Agreement. All such mortgage documents held copies of the supplemented Prospectus and/or amended Registration Statement contemplated by the Custodian as to each Mortgage Loan shall constitute Section 3(j), or until it is advised in writing (the "Custodial FileAdvice". At the request of the Purchaser, the Seller shall submit for recording at the sole expense of the Seller, in the appropriate public office for real property records, each assignment referred to in Sections 2(e) and (f) above; provided, however, that the assignments referred to in Section 2(e) shall not be recorded for Mortgages for which the Mortgaged Property is located in California (unless required by the Purchaser). In the event that any such assignment is lost or returned unrecorded because of a defect therein, the Seller shall promptly prepare a substitute assignment to cure such defect and thereafter cause each such assignment to be duly recorded. On or prior to the Closing Date the Seller shall deliver to the Custodian a copy of the Mortgage Loan Schedule in an electronic, machine readable medium on a form mutually acceptable to the Seller and the Custodian. Notwithstanding anything to the contrary contained in this Section 2, in those instances where the public recording office retains or loses the original Mortgage or assignment after it has been recorded, the obligations of the Seller shall be deemed to have been satisfied upon delivery by the Seller to the Purchaser or its designee prior to the Closing Date of a copy of such Mortgage or assignment, as the case may be, certified (such certification to be an original thereof) by the public recording office Company that the use of the applicable Prospectus may be resumed, and, in either case, has received copies of any additional or supplemental filings that are incorporated or deemed to be a true and complete copy of the recorded original thereofincorporated by reference in such Prospectus or Registration Statement.

of the Purchase Agreement. The foregoing repurchase obligation shall not apply in the event that the Seller cannot deliver an original document submitted for recordation to the appropriate public recording office within the specified period due to a delay caused by the recording office in the applicable jurisdiction; provided that the Seller shall instead deliver a recording receipt of such recording office or, if such recording receipt is not available, an officer's certificate of a servicing officer of the Seller, confirming that such documents have been accepted for recording; provided that, upon request of the Purchaser and delivery by the Purchaser to the Seller of a schedule of the Mortgage Loans, the Seller shall reissue and deliver to the Purchaser or its designee said officer's certificate. From time to time, the Seller shall forward to the Custodian additional original documents, additional documents evidencing an assumption, modification, consolidation or extension of a Mortgage Loan approved by the Seller, in accordance with the terms of the related Purchase Agreement. All such mortgage documents held by the Custodian as to each Mortgage Loan shall constitute the "Custodial File". At the request of the Purchaser, the Seller shall submit for recording at the sole expense of the Seller, in the appropriate public office for real property records, each assignment referred to in Sections 2(e) and (f) above; provided, however, that the assignments referred to in Section 2(e) shall not be recorded for Mortgages for which the Mortgaged Property is located in California (unless required by the Purchaser). In the event that any such assignment is lost or returned unrecorded because of a defect therein, the Seller shall promptly prepare a substitute assignment to cure such defect and thereafter cause each such assignment to be duly recorded. On or prior to the Closing Date the Seller shall deliver to the Custodian a copy of the Mortgage Loan Schedule in an electronic, machine readable medium on a form mutually acceptable to the Seller and the Custodian. Notwithstanding anything to the contrary contained in this Section 2, in those instances where the public recording office retains or loses the original Mortgage or assignment after it has been recorded, the obligations of the Seller shall be deemed to have been satisfied upon delivery by the Seller to the Purchaser or its designee prior to the Closing Date of a copy of such Mortgage or assignment, as the case may be, certified (such certification to be an original thereof) by the public recording office to be a true and complete copy of the recorded original thereof.original

of the Purchase Agreement. The foregoing repurchase obligation shall not apply Unless a breach pursuant to the sections and documents referenced in the event that the Seller cannot deliver an original document submitted for recordation to the appropriate public recording office within the specified period due to a delay caused preceding sentence shall have been cured by the recording office in last day of the applicable jurisdiction; provided that the Seller shall instead deliver a recording receipt of such recording office second (or, if the Seller elects, the first) Collection Period after such recording receipt breach is not available, an officer's certificate of a servicing officer of the Seller, confirming that such documents have been accepted for recording; provided that, upon request of the Purchaser and delivery discovered by the Purchaser to Servicer or the Trustee or in which the Trustee receives written notice from the Seller or the Servicer of a schedule of the Mortgage Loanssuch breach, the Seller shall reissue be obligated, and, if necessary, the Seller or the Trustee shall enforce the obligation of CNHCA under the Liquidity Receivables Purchase Agreement or the Purchase Agreement, as applicable, to repurchase any Receivable materially and deliver to adversely affected by any such breach as of such last day. As consideration for the Purchaser or its designee said officer's certificate. From time to timerepurchase of the Receivable, the Seller shall forward to remit the Custodian additional original documents, additional documents evidencing an assumption, modification, consolidation or extension of a Mortgage Loan approved by the Seller, in accordance with the terms of the related Purchase Agreement. All such mortgage documents held by the Custodian as to each Mortgage Loan shall constitute the "Custodial File". At the request of the Purchaser, the Seller shall submit for recording at the sole expense of the Seller, Amount in the appropriate public office for real property records, each assignment referred to manner specified in Sections 2(e) and (f) aboveSection 5.5; provided, however, that the assignments referred obligation of the Seller to in repurchase any Receivable arising solely as a result of a breach of CNHCA’s representations and warranties pursuant to Section 2(e3.2(b) shall not be recorded for Mortgages for which of the Mortgaged Property Liquidity Receivables Purchase Agreement and Section 3.2(b) of the Purchase Agreement is located in California (unless required subject to the receipt by the Purchaser)Seller of the Purchase Amount from CNHCA. In Subject to the event that any such assignment is lost or returned unrecorded because provisions of a defect thereinSection 6.3, the Seller shall promptly prepare a substitute assignment to cure such defect and thereafter cause each such assignment to be duly recorded. On or prior to the Closing Date the Seller shall deliver to the Custodian a copy sole remedy of the Mortgage Loan Schedule in an electronicIssuing Entity, machine readable medium on the Trustee, the Indenture Trustee, the Noteholders or the Certificateholders with respect to a form mutually acceptable breach of the representations and warranties pursuant to the Seller Section 3.1 and the Custodian. Notwithstanding anything to the contrary agreement contained in this Section 2, in those instances where the public recording office retains or loses the original Mortgage or assignment after it has been recorded, the obligations of the Seller shall be deemed to have been satisfied upon delivery by require the Seller to the Purchaser or its designee prior repurchase Receivables pursuant to this Section, subject to the Closing Date of a copy of conditions contained herein, and to enforce CNHCA’s obligation to the Seller to repurchase such Mortgage Receivables pursuant to the Liquidity Receivables Purchase Agreement or assignmentthe Purchase Agreement, as the case may be, certified (such certification to be an original thereof) by the public recording office to be a true and complete copy of the recorded original thereofapplicable.

of the Purchase Agreement. The foregoing repurchase obligation shall not apply (5) Pro Rata Share is equal to a fraction the numerator of which is the Investment in such Participation and the denominator of which is the Aggregate Investment, as of the Calculation Date. Exhibit 3.04(b)-4 Exhibit 5.01(a) to Receivables Purchase Agreement FORM OF CERTIFICATE CERTIFICATE OF ASSIGNMENTS Reference is made to the Amended and Restated Receivables Purchase Agreement, dated as of May 19, 1997 (the "Purchase Agreement") among the undersigned, AMPHENOL CORPORATION, POOLED ACCOUNTS RECEIVABLE CAPITAL CORPORATION ("Purchaser"), and XXXXXXX XXXXX SECURITIES, INC., as Agent. Terms defined in the event that Purchase Agreement are used herein as therein defined. The undersigned hereby sells, assigns and transfers unto Purchaser each Participation purchased from the Seller cannot deliver an original document submitted for recordation undersigned pursuant to the appropriate public recording office within the specified period due to a delay caused by the recording office in the applicable jurisdiction; provided that the Seller shall instead deliver a recording receipt of such recording office or, if such recording receipt is not available, an officer's certificate of a servicing officer of the Seller, confirming that such documents have been accepted for recording; provided that, upon request of the Purchaser and delivery by the Purchaser to the Seller of a schedule of the Mortgage Loans, the Seller shall reissue and deliver to the Purchaser or its designee said officer's certificate. From time to time, the Seller shall forward to the Custodian additional original documents, additional documents evidencing an assumption, modification, consolidation or extension of a Mortgage Loan approved by the Seller, in accordance with the terms of the related Purchase Agreement. All such mortgage documents held Each Purchase by Purchaser from the undersigned of an Participation shall be endorsed by the Custodian as Agent on a grid with respect to each Mortgage Loan such Participation which has been or shall constitute the "Custodial File". At the request of the Purchaserbe attached hereto (and upon such attachment made a part hereof) or, the Seller shall submit for recording at the sole expense of the SellerAgent's option, in the appropriate public office for real property recordsrecords of the Agent, each assignment referred to in Sections 2(eand such endorsement shall evidence the ownership by Purchaser of the Participation(s) and (f) aboveso purchased; provided, however, that the assignments referred failure of the Agent to in Section 2(e) make any such endorsement shall not void or otherwise impair any Purchase or limit the undersigned's obligations under the Purchase Agreement with respect to the Participation(s) so purchased. This Certificate of Assignments is made without recourse except as provided in the Purchase Agreement. This Certificate of Assignments is made pursuant to and upon all the representations, warranties, covenants and agreements on the part of the undersigned contained in the Purchase Agreement and is to be recorded for Mortgages for which governed by and construed and interpreted in accordance with the Mortgaged Property Purchase Agreement and the internal laws of the State of New York. Assignment by Purchaser of one or more Participations, or any portion thereof, is located in California (unless required subject to the terms of the Purchase Agreement, including, without limitation, Article XI thereof. Any such assignment shall be endorsed by the Purchaser). In Agent for Purchaser on the event grid(s) with respect to such Participation(s) attached hereto or, at the Agent's option, in the records of the Agent, and such endorsement shall evidence the ownership by the assignee named therein of the Participation(s) (or portion thereof) so assigned; provided, however, that the failure of the Agent to make any such endorsement shall not void or otherwise impair any such assignment is lost or returned unrecorded because of a defect therein, limit the Seller shall promptly prepare a substitute assignment to cure such defect and thereafter cause each such assignment to be duly recorded. On or prior undersigned's obligations under the Purchase Agreement to the Closing Date the Seller shall deliver assignee with respect to the Custodian Participation(s) (or portion thereof) so assigned. Exhibit 5.01(a)-1 Each reduction in the Investment in each Participation as a copy result of the Mortgage Loan Schedule in occurrence of an electronicInvestment Reduction Day with respect to such Participation and each combination or division of one or more Participations shall also be endorsed by the Agent for Purchaser on the grid(s) with respect to such Participation(s) attached hereto or, machine readable medium on a form mutually acceptable to at the Seller and the Custodian. Notwithstanding anything to the contrary contained in this Section 2Agent's option, in those instances where the public recording office retains or loses the original Mortgage or assignment after it has been recorded, the obligations records of the Seller shall be deemed to have been satisfied upon delivery by the Seller to the Purchaser or its designee prior to the Closing Date of a copy of such Mortgage or assignment, Agent. The undersigned hereby certifies on and as the case may be, certified (such certification to be an original thereof) by the public recording office to be a true and complete copy of the recorded original thereofdate of each Purchase that the conditions set forth in Section 5.02 of the Purchase Agreement are fulfilled on such date.

of the Purchase Agreement. The foregoing repurchase obligation shall A portion of the consideration for this Assignment is that Assignee hereby assumes and agrees to perform all of the landlord's obligations (other than the Unassigned Obligations of Opus West) under the Lease from and after the date of this Assignment (including, but not apply in the event that the Seller cannot deliver an original document submitted for recordation limited to, all obligations with respect to advance rental, if any, paid pursuant to the appropriate public recording office within Lease). Assignee hereby indemnifies and agrees to hold harmless the specified period due to a delay caused Assignor of and from any and all claims, actions and damages (including court costs and reasonable attorneys' fees) arising by the recording office in the applicable jurisdiction; provided that the Seller shall instead deliver a recording receipt reason of such recording office or, if such recording receipt is not available, an officer's certificate of a servicing officer any default or breach by Assignee of the Sellerobligations (other than the Unassigned Obligations) so assumed subsequent to the date of this Assignment. Conversely, confirming that such documents have been accepted for recording; provided thatAssignor hereby indemnifies and agrees to hold harmless the Assignee of and from any and all claims, upon request actions and damages (including court costs and reasonable attorneys' fees) arising by reason of any default or breach by Assignor of the Purchaser obligations (other than the Unassigned Obligations) arising and delivery by the Purchaser to the Seller of a schedule of the Mortgage Loans, the Seller shall reissue and deliver to the Purchaser or its designee said officer's certificate. From time to time, the Seller shall forward to the Custodian additional original documents, additional documents evidencing an assumption, modification, consolidation or extension of a Mortgage Loan approved by the Seller, in accordance with the terms of the related Purchase Agreement. All such mortgage documents held by the Custodian as to each Mortgage Loan shall constitute the "Custodial File". At the request of the Purchaser, the Seller shall submit for recording at the sole expense of the Seller, in the appropriate public office for real property records, each assignment referred to in Sections 2(e) and (f) above; provided, however, that the assignments referred to in Section 2(e) shall not be recorded for Mortgages for which the Mortgaged Property is located in California (unless required by the Purchaser). In the event that any such assignment is lost or returned unrecorded because of a defect therein, the Seller shall promptly prepare a substitute assignment to cure such defect and thereafter cause each such assignment to be duly recorded. On or accruing prior to the Closing Date the Seller shall deliver date of this Assignment. With respect to the Custodian Unassigned Obligations, Assignor hereby assigns to Assignee the benefit of (and hereby grants to Assignee a power of attorney, coupled with an interest, to enforce in the name of either the Assignee or the Assignor) the indemnity and hold harmless provisions contained in that certain Assignment and Assumption of Lease dated December 11, 2002, a copy of the Mortgage Loan Schedule in an electronic, machine readable medium on which is attached as EXHIBIT C hereto and made a form mutually acceptable to the Seller and the Custodian. Notwithstanding anything to the contrary contained in this Section 2, in those instances where the public recording office retains or loses the original Mortgage or assignment after it has been recordedpart hereof, the obligations benefit of the Seller shall be deemed such indemnity and hold harmless provisions having been assigned to have been satisfied upon delivery Assignor by the Seller to the Purchaser or its designee prior to the Closing Date virtue of that certain other Assignment and Assumption of Lease also dated December 11, 2002, a copy of such Mortgage or assignmentwhich is attached as EXHIBIT D hereto and made a part hereof. This instrument may be executed in any number of counterparts, as the case may beeach of which, certified (such certification to when executed and delivered, shall be an original thereof) by original, and such counterparts together constitute one and the public recording office same instrument. Signature and acknowledgment pages may be detached from the counterparts and attached to be a true and complete single copy of this document to physically form one document. TO HAVE AND TO HOLD the recorded original thereofsame unto the Assignee, its legal representatives, successors and assigns, forever.

of the Purchase Agreement. The foregoing repurchase obligation If there shall not apply occur and shall be continuing a failure in the event that payment on or before on its due date of any payment required to be made hereunder, and such failure shall have continued for a period of ten (10) days following written notice by the Seller cannot deliver an original document submitted for recordation Payee to the appropriate public recording office within Maker of such failure (an "Event of Default"), the specified period holder of this Note may declare the entire unpaid principal amount of this Note, together with any and all interest accrued and unpaid thereon, to be immediately due and payable; whereupon the unpaid principal of this Note then outstanding and interest accrued thereon and all other liabilities of the undersigned hereunder shall thereupon become and be immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived. In the event and during the continuance of an Event of Default, this Note shall bear default interest at the rate of 12% per annum until the date the payment is made. In addition, if the Maker fails to make any payment hereunder when due and such failure continues for three (3) days thereafter, the Maker shall pay to the Payee a late payment fee equal to one percent (1%) of the amount of such payment. No failure or delay caused by any party in exercising any right, power, or privilege under this Note shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, power, or privilege. The Maker agrees to pay, in addition to all other sums payable hereunder, the reasonable costs and expenses incurred by the recording office Payee in connection with all actions taken to enforce collection of this Note upon the occurrence of an Event of Default, whether by legal proceedings or otherwise, including without limitation reasonable attorneys' fees and court costs. The Maker hereby expressly waives diligence, presentment, demand, protest, and notice of nonpayment and dishonor to the extent permitted by the applicable jurisdiction; provided that the Seller law. All amounts payable in respect of this Note shall instead deliver a recording receipt of such recording office orbe paid without counterclaim, if such recording receipt is not availablesetoff, an officer's certificate of a servicing officer of the Sellerdeduction, confirming that such documents have been accepted for recording; provided thatdefense, upon request of the Purchaser suspension, or deferment. This Note shall be governed by and delivery by the Purchaser to the Seller of a schedule of the Mortgage Loans, the Seller shall reissue and deliver to the Purchaser or its designee said officer's certificate. From time to time, the Seller shall forward to the Custodian additional original documents, additional documents evidencing an assumption, modification, consolidation or extension of a Mortgage Loan approved by the Seller, construed in accordance with the terms laws of the related Purchase Agreement. All such mortgage documents held by the Custodian as to each Mortgage Loan shall constitute the "Custodial File". At the request State of the Purchaser, the Seller shall submit for recording at the sole expense of the Seller, in the appropriate public office for real property records, each assignment referred to in Sections 2(e) and (f) above; provided, however, that the assignments referred to in Section 2(e) shall not be recorded for Mortgages for which the Mortgaged Property is located in California (unless required by the Purchaser)Florida. In the event that any provisions of this Note shall be prohibited or invalid under applicable law, such assignment is lost or returned unrecorded because of a defect therein, the Seller provision shall promptly prepare a substitute assignment to cure such defect and thereafter cause each such assignment to be duly recorded. On or prior ineffective to the Closing Date extent of such prohibition or invalidity without invalidating the Seller shall deliver to remainder of such provision or the Custodian a copy remaining provisions of this Note. WITNESS the due execution and delivery of this Term Note as of the Mortgage Loan Schedule in an electronic, machine readable medium on a form mutually acceptable to the Seller and the Custodian. Notwithstanding anything to the contrary contained in this Section 2, in those instances where the public recording office retains or loses the original Mortgage or assignment after it has been recorded, the obligations of the Seller shall be deemed to have been satisfied upon delivery date first above written by the Seller to the Purchaser or its designee prior to the Closing Date of a copy of such Mortgage or assignment, as the case may be, certified (such certification to be an original thereof) by the public recording office to be a true and complete copy of the recorded original thereof.undersigned officer xxxxxxxxx xxxx authorized. LIFESTYLE MEDIA ACQUISITION CORPORATION By: /s/ XXXXXX X. XXXXX ------------------------------ President

of the Purchase Agreement. The foregoing repurchase obligation Escrow Agent shall not apply in release all or a portion of the event that the Seller cannot deliver an original document submitted for recordation Escrow Deposit to the appropriate public recording office within the specified period due to a delay caused Purchaser fifteen (15) days following receipt by the recording office in the applicable jurisdiction; provided that the Seller shall instead deliver a recording receipt of such recording office or, if such recording receipt is not available, an officer's certificate Escrow Agent of a servicing officer written statement from Purchaser's Representative, a copy of which shall be provided simultaneously to Sellers stating (i) the dollar amount of any indemnification owed to Purchaser by either Seller under the Purchase Agreement, (ii) a concise statement of the Sellerfacts giving rise to such claim for indemnification, confirming (iii) that Purchaser has made a claim for such documents have been accepted for recording; provided that, upon request of the Purchaser and delivery by the Purchaser indemnification pursuant to the Seller of a schedule of the Mortgage Loans, the Seller shall reissue and deliver to the Purchaser or its designee said officer's certificate. From time to time, the Seller shall forward to the Custodian additional original documents, additional documents evidencing an assumption, modification, consolidation or extension of a Mortgage Loan approved by the Seller, in accordance with the terms of the related Purchase Agreement. All , and (iv) that Purchaser has not received payment of such mortgage documents held indemnification amounts within fifteen days after delivery of such claim to the Sellers; provided that if such sworn written statement shall be disputed by Sellers in writing delivered to Escrow Agent with a copy to Purchaser's Representative within ten (10) days after Escrow Agent's receipt of such written statement from Purchaser's Representative, the Custodian as Escrow Agent shall continue to each Mortgage Loan shall constitute hold in escrow the "Custodial File". At the request portion of the Escrow Deposit subject to such dispute until the dispute shall have been finally resolved by mutual agreement or by a court of competent jurisdiction. Any notice disputing the Purchaser, the Seller 's sworn written statement shall submit for recording at the sole expense set forth a concise statement of the Seller, facts upon which Sellers are relying in disputing said sworn statement. The Escrowed Funds may be disbursed to Purchaser or by check made payable directly to the governmental agencies to which the Refunds Payable are due as directed in the appropriate public office for real property recordsPurchaser's statement referenced above. Except as expressly set forth in the Stock Purchase Agreement, each assignment referred Purchaser's failure to claim, or delay in Sections 2(e) and (f) above; provided, however, that the assignments referred to in Section 2(e) claiming Escrowed Funds shall not be recorded for Mortgages for which the Mortgaged Property is located a waiver of Purchaser's rights and shall in California (unless required by the no way affect or prejudice Purchaser). In the event that 's rights and remedies against Sellers to recover any such assignment is lost or returned unrecorded because of a defect therein, the Seller shall promptly prepare a substitute assignment to cure such defect and thereafter cause each such assignment to be duly recorded. On or prior to the Closing Date the Seller shall deliver to the Custodian a copy of the Mortgage Loan Schedule in an electronic, machine readable medium on a form mutually acceptable to the Seller and the Custodian. Notwithstanding anything to the contrary contained in this Section 2, in those instances where the public recording office retains or loses the original Mortgage or assignment after it has been recorded, the obligations of the Seller shall be deemed to have been satisfied upon delivery by the Seller to the Purchaser or its designee prior to the Closing Date of a copy of such Mortgage or assignment, as the case may be, certified (such certification to be an original thereof) by the public recording office to be a true and complete copy of the recorded original thereofamounts due Purchaser.

of the Purchase Agreement. The foregoing repurchase obligation At the time of any Redelivery, (i) Buyer’s Transponders shall not apply be free and clear of all Liens (other than Permitted Liens described in clause (a) or (b) of the definition thereof) and free and clear of any right of any Person to use or access Buyer’s Transponders other than Lessor or Owner Participant unless Owner Participant shall consent to a request by Lessee to recognize any right of any Person to use or access Buyer’s Transponders other than Lessor and Owner Participant; and (ii) Lessee shall be in compliance with Sections 7(b) and (c). Following Redelivery of Buyer’s Transponders under this Section 10(a), Buyer’s Transponders initially shall remain in the event that the Seller cannot deliver an original document submitted for recordation to the appropriate public recording office within the specified period due to a delay caused by the recording office in the applicable jurisdiction; provided that the Seller shall instead deliver a recording receipt of such recording office Permanent Orbital Location (or, if such recording receipt applicable, another orbital location to which the Satellite may have been moved as permitted by Section 7(d)). Within six (6) months after Redelivery (or if Redelivery is not available, an officer's certificate of a servicing officer occurring upon expiration of the SellerLease Term, confirming within thirty (30) days after Redelivery or such shorter period necessary to permit Lessee to remove the Satellite from the Permanent Orbital Location), Lessor shall provide a written notice to Lessee that Lessor (or a Person specified by it) intends to use Buyer’s Transponders at a different orbital location (the “Lessor Orbital Location”), together with evidence reasonably satisfactory to Lessee that Lessor (or such documents have been accepted for recording; provided that, upon request of specified Person) has the Purchaser necessary authority from the relevant Governmental Body to operate the Satellite and delivery by use Buyer’s Transponders at the Purchaser Lessor Orbital Location and that it is technically feasible to the Seller of a schedule of the Mortgage Loansdo so (collectively, the Seller shall reissue and deliver to “Lessor’s Orbital Location Notice”). If the Purchaser or its designee said officer's certificate. From time to time, the Seller shall forward to the Custodian additional original documents, additional documents evidencing an assumption, modification, consolidation or extension of a Mortgage Loan approved by the Seller, Lessor’s Orbital Location Notice has been properly given in accordance with the foregoing, subject to the previous sentence and the terms of the related Purchase Agreement. All such mortgage documents held by Service Agreement as in effect after Redelivery, Lessee shall (1) use commercially reasonable efforts to obtain, or cause to be obtained, the Custodian as FCC authority required to each Mortgage Loan shall constitute the "Custodial File". At the request permit relocation of the PurchaserSatellite to the Lessor Orbital Location, and (2) upon obtaining such authority relocate the Seller Satellite to the Lessor Orbital Location provided that it is technically feasible to do so. Lessee shall submit bear all costs and expenses associated with obtaining such FCC authority and performing the services necessary under this Lease and the Service Agreement to effect such relocation. Except for recording licenses that Lessee is required by Applicable Law to obtain to move the Satellite, Lessor shall be responsible for obtaining all licenses and approvals necessary to operate the Satellite and use Buyer’s Transponders at the Lessor Orbital Location. If no Lessor’s Orbital Location Notice is properly given within the time period specified by this paragraph, or the necessary approvals and licenses have not been received, Lessee, at Lessee’s sole expense of discretion and expense, shall have the Seller, right to place the Satellite in the appropriate public office for real property records, each assignment referred to in Sections 2(e) and (f) above; provided, however, that the assignments referred to in Section 2(e) shall not be recorded for Mortgages for which the Mortgaged Property is located in California (unless required by the Purchaser). In the event that any such assignment is lost or returned unrecorded because of a defect therein, the Seller shall promptly prepare a substitute assignment to cure such defect and thereafter cause each such assignment to be duly recorded. On or prior to the Closing Date the Seller shall deliver to the Custodian a copy of the Mortgage Loan Schedule in an electronic, machine readable medium on a form mutually acceptable to the Seller and the Custodianinclined orbit. Notwithstanding anything to the contrary contained in this Section 2Section, if Holdings or its Affiliate owns the Satellite or provides services with respect to the Satellite pursuant to the Service Agreement, Lessee may de-orbit or otherwise retire the Satellite (and Buyer’s Transponders) whenever Lessee reasonably determines such action is then reasonably required, based on the estimated fuel remaining. Lessor and Lessee acknowledge that Lessee likely will continue to operate satellites and associated terrestrial repeaters using the frequencies assigned to Lessee under its FCC licenses, and that if Lessor is seeking to (a) operate the Satellite from the Lessor Orbital Location, (b) sell the Satellite or Buyer’s Transponders to any other third party, (c) lease Buyer’s Transponders to any other third party or (d) enter into any other transaction involving title to or ownership or use of the Satellite or Buyer’s Transponders, (i) to the extent that any approval or consent of any Governmental Authority is required to consummate any such transaction (for the avoidance of doubt, the parties acknowledge that Buyer shall not acquire any interest in those instances where the Satellite License), Lessee shall not file or otherwise interpose any formal or informal petition, comment, complaint, challenge or other objection to the processing or grant of any such required approval or consent based solely upon the identity of the proposed purchaser or lessee or the business conducted by such purchaser or lessee (including the public recording office retains interest or loses need for the original Mortgage proposed purchaser’s or assignment lessee’s service), provided, however, that nothing herein shall impair in any way Lessee’s rights to so file or object based upon Lessee’s good faith allegation of interference or anticipated interference with Lessee’s satellite system or transmissions by that system or constitute a consent or agreement by Seller that Lessor or any other third party that is seeking to operate or use the Satellite or the Transponders after it has been recordedRedelivery may interfere with operation of Lessee’s satellite system or transmissions by that system; and (ii) Lessor and any other third party that is seeking to operate or use the Satellite or the Transponders after Redelivery shall comply with all Applicable Laws, including the obligations of the Seller shall be deemed to have been satisfied upon delivery FCC Rules, regarding non-interference with Lessee’s satellite system or transmissions by the Seller to the Purchaser or its designee prior to the Closing Date of a copy of such Mortgage or assignment, as the case may be, certified (such certification to be an original thereof) by the public recording office to be a true and complete copy of the recorded original thereofthat system.

of the Purchase Agreement. The foregoing repurchase obligation If the Registration Statement refers to any Holder by name or otherwise as the holder of any securities of the Company, then such Holder shall not apply have the right to require (i) the inclusion therein of language, in form and substance reasonably satisfactory to such Holder and the event Company, to the effect that the Seller canownership by such Holder of such securities is not deliver an original document submitted for recordation to be construed as a recommendation by such Holder of the investment quality of the Company's securities covered thereby and that such ownership does not imply that such Holder will assist in meeting any future financial requirements of the Company, or (ii) if such reference to such Holder by name or otherwise is not required by the Securities Act or any similar federal statute then in force, the deletion of the reference to such Holder in any amendment or supplement to the appropriate public recording office within Registration Statement filed or prepared subsequent to the specified period due time that such reference ceases to a delay caused be required. Each Purchaser covenants and agrees that (i) it will not offer or sell any Registrable Securities under the Registration Statement until it has received copies of the Prospectus as then amended or supplemented as contemplated in SECTION 3(G) hereof and notice from the Company that such Registration Statement and any post-effective amendments thereto have become effective as contemplated by SECTION 3(C) hereof and (ii) each Purchaser and its officers, directors or Affiliates, if any, will comply with the recording office prospectus delivery requirements of the Securities Act as applicable to them in connection with sales of Registrable Securities pursuant to the applicable jurisdiction; provided that the Seller shall instead deliver a recording receipt Registration Statement. Each Holder agrees by its acquisition of such recording office or, if such recording receipt is not available, an officer's certificate of a servicing officer of the Seller, confirming that such documents have been accepted for recording; provided Registrable Securities that, upon request receipt of a written notice from the Company of the Purchaser and delivery occurrence of any event of the type described in SECTION 3(C)(II), 3(C)(III), 3(C)(IV), 3(C)(V) or 3(C)(VI) hereof, such Holder will forthwith discontinue disposition of such Registrable Securities until such Holder's receipt of copies of the supplemented Prospectus and/or amended Registration Statement contemplated by SECTION 3(J) hereof, or until it is advised in writing by the Purchaser to Company that the Seller of a schedule use of the Mortgage Loansapplicable Prospectus may be resumed, the Seller shall reissue and deliver to the Purchaser or its designee said officer's certificate. From time to time, the Seller shall forward to the Custodian additional original documents, additional documents evidencing an assumption, modification, consolidation or extension of a Mortgage Loan approved by the Sellerand, in accordance with the terms either case, has received copies of the related Purchase Agreement. All such mortgage documents held by the Custodian as to each Mortgage Loan shall constitute the "Custodial File". At the request of the Purchaser, the Seller shall submit for recording at the sole expense of the Seller, in the appropriate public office for real property records, each assignment referred to in Sections 2(e) and (f) above; provided, however, any additional or supplemental filings that the assignments referred to in Section 2(e) shall not be recorded for Mortgages for which the Mortgaged Property is located in California (unless required by the Purchaser). In the event that any such assignment is lost are incorporated or returned unrecorded because of a defect therein, the Seller shall promptly prepare a substitute assignment to cure such defect and thereafter cause each such assignment deemed to be duly recorded. On incorporated by reference in such Prospectus or prior to the Closing Date the Seller shall deliver to the Custodian a copy of the Mortgage Loan Schedule in an electronic, machine readable medium on a form mutually acceptable to the Seller and the Custodian. Notwithstanding anything to the contrary contained in this Section 2, in those instances where the public recording office retains or loses the original Mortgage or assignment after it has been recorded, the obligations of the Seller shall be deemed to have been satisfied upon delivery by the Seller to the Purchaser or its designee prior to the Closing Date of a copy of such Mortgage or assignment, as the case may be, certified (such certification to be an original thereof) by the public recording office to be a true and complete copy of the recorded original thereofRegistration Statement.

of the Purchase Agreement. The foregoing repurchase obligation shall not apply in the event Borrower represents that the Seller cannot deliver an original document submitted for recordation to the appropriate public recording office within the specified period due to a delay caused by the recording office in the applicable jurisdiction; provided that the Seller shall instead deliver a recording receipt of upon issuance, such recording office orshares will be duly and validly issued, fully paid and non-assessable. In addition, if such recording receipt is not availablethe Borrower shall issue any securities or make any change to its capital structure which would change the number of shares of Common Stock into which the Debentures shall be convertible at the then current Conversion Price, an officer's certificate the Borrower shall at the same time make proper provision so that thereafter there shall be a sufficient number of a servicing officer shares of Common Stock authorized and reserved, free from preemptive rights, for conversion of the Seller, confirming outstanding Debentures. The Borrower (i) acknowledges that such documents have been accepted it has irrevocably instructed its transfer agent to issue certificates for recording; provided that, the Common Stock issuable upon request conversion of this Debenture and (ii) agrees that its issuance of this Debenture shall constitute full authority to its officers and agents who are charged with the Purchaser duty of executing stock certificates to execute and delivery by issue the Purchaser to the Seller necessary certificates for shares of a schedule of the Mortgage Loans, the Seller shall reissue and deliver to the Purchaser or its designee said officer's certificate. From time to time, the Seller shall forward to the Custodian additional original documents, additional documents evidencing an assumption, modification, consolidation or extension of a Mortgage Loan approved by the Seller, Common Stock in accordance with the terms and conditions of this Debenture. If, at any time a Holder of this Debenture submits a Notice of Conversion, and the Borrower does not have sufficient authorized but unissued shares of Common Stock available to effect such conversion in accordance with the provisions of this Article I (a "CONVERSION DEFAULT"), subject to Section 4.8, the Borrower shall issue to the Holder all of the related Purchase Agreementshares of Common Stock which are then available to effect such conversion. All such mortgage documents held by The portion of this Debenture which the Custodian as to each Mortgage Loan shall constitute Holder included in its Conversion Notice and which exceeds the amount which is then convertible into available shares of Common Stock (the "Custodial FileEXCESS AMOUNT". At the request of the Purchaser) shall, the Seller shall submit for recording at the sole expense of the Seller, in the appropriate public office for real property records, each assignment referred to in Sections 2(e) and (f) above; provided, however, that the assignments referred to in Section 2(e) shall not be recorded for Mortgages for which the Mortgaged Property is located in California (unless required by the Purchaser). In the event that any such assignment is lost or returned unrecorded because of a defect therein, the Seller shall promptly prepare a substitute assignment to cure such defect and thereafter cause each such assignment to be duly recorded. On or prior to the Closing Date the Seller shall deliver to the Custodian a copy of the Mortgage Loan Schedule in an electronic, machine readable medium on a form mutually acceptable to the Seller and the Custodian. Notwithstanding notwithstanding anything to the contrary contained herein, not be convertible into Common Stock in accordance with the terms hereof until (and at the Holder's option at any time after) the date additional shares of Common Stock are authorized and duly reserved for issuance by the Borrower to permit such conversion. The Borrower shall pay to the Holder payments ("CONVERSION DEFAULT PAYMENTS") for a Conversion Default in the amount of (x) the SUM OF (1) the then outstanding principal amount of this Section Debenture, PLUS (2) all accrued and unpaid interest thereon through the Authorization Date (as defined below), PLUS (3) Default Interest, if any, on the amounts referred to in those instances clauses (1) and/or (2), MULTIPLIED BY (y) .24, MULTIPLIED BY (z) (N/365), where N = the public recording office retains or loses number of days from the original Mortgage or assignment after it has been recorded, day the obligations Holder submits a Notice of Conversion giving rise to a Conversion Default (the "CONVERSION DEFAULT DATE") to the date (the "AUTHORIZATION DATE") that the Borrower authorizes a sufficient number of shares of Common Stock to effect conversion of the Seller full outstanding principal balance of this Debenture. The Borrower shall be deemed use its best efforts to have been satisfied upon delivery by authorize a sufficient number of shares of Common Stock as soon as practicable following the Seller to earlier of (i) such time that the Purchaser Holder notifies the Borrower or its designee prior to the Closing Date of a copy of such Mortgage or assignment, as the case may be, certified (such certification to be an original thereof) by the public recording office to be a true and complete copy of the recorded original thereof.that