Common use of Owner Trust's and Owner Participant Clause in Contracts

Owner Trust's and Owner Participant. s Option to Redeem ------------------------------------------------------ or Purchase Secured Notes. In the event that (a) at any time one or more ------------------------- Charter Events of Default shall have occurred and be continuing and such Charter Event of Default shall have continued for a period of less than 180 days, during which time the Secured Notes shall not have been accelerated pursuant to Section 5.04 or (b)(i) at any time one or more Charter Events of Default shall have occurred and be continuing and such Charter Event of Default shall have continued for a period of 180 days or more during which time the Secured Notes shall not have been accelerated pursuant to Section 5.04, (ii) the Indenture Trustee shall have given the Owner Trust or the Owner Participant notice of the intent to accelerate the Secured Notes pursuant to Section 5.04 or (iii) the Secured Notes shall have been accelerated pursuant to Section 5.04, the Owner Trust or the Owner Participant may, at its option, give at least 25 days' prior irrevocable notice to the Indenture Trustee and the Loan Participant that it will redeem (or purchase in lieu of redemption) all Secured Notes then Outstanding, which redemption or purchase shall be at a redemption or purchase price equal to 100% of the unpaid principal amount of such Secured Notes, together with any accrued and unpaid interest thereon to, but not including, the date of redemption, plus in the case of any redemption or purchase pursuant to clause (a) above prior to the Premium Termination Date, a premium equal to the Make-Whole Amount, if any, with respect to such Secured Notes, and on or prior to the Business Day preceding such Redemption Date, the Owner Trust or the Owner Participant will deposit with the Indenture Trustee an amount sufficient to redeem or purchase at the applicable Redemption Price all Secured Notes then Outstanding (including, in the case of a redemption or purchase pursuant to clause (a) above prior to the Premium Termination Date, a good faith estimate of the premium computed as provided for herein) plus an amount equal to all other sums then due and payable to each Loan Participant hereunder, and to pay the Indenture Trustee all amounts then due it hereunder, which funds shall be held by the Indenture Trustee as provided in Section 7.04. Upon the giving of such notice and the receipt by the Indenture Trustee of such deposit, the Indenture Trustee shall deem all instructions received from the Owner Trustee or the Owner Participant as having been given by the Loan Participant of 100% of the Outstanding principal amount of Secured Notes for all purposes of this Indenture. If such notice is given, the Owner Trust further agrees that it will deposit, or cause to be deposited with the Indenture Trustee, on or prior to the Business Day preceding the applicable Redemption Date, whether or not an Indenture Event of Default is then continuing, funds sufficient, when added to the funds already held by the Indenture Trustee for such purpose, to redeem or purchase at the applicable Redemption Price (including the premium actually payable in respect thereof computed as provided for herein), on such Redemption Date all Secured Notes then Outstanding and to pay all other sums then due and payable to each Loan Participant hereunder and to pay the Indenture Trustee all amounts then due it hereunder. In the event the Owner Trust shall have given any such notice to purchase or redeem, unless the Owner Trustee shall have consented thereto, the Indenture Trustee shall not during the period from such notice to the Redemption Date specified therein institute any new remedy or proceeding in respect of any new remedy under this Indenture, and the Indenture Trustee shall, to the extent the same may be accomplished without prejudicing the rights of the Indenture Trustee hereunder, take such actions and forbear from taking actions, in each case sufficient to maintain the status quo with respect to any pending remedies or proceedings in respect thereof being then pursued hereunder; provided, however, that in no event shall the Indenture Trustee sell or assign any portion of the Indenture Estate during the period from such notice to the Redemption Date specified therein. In the event the Owner Trust shall have given any such notice to purchase or redeem, and the Owner Trust has deposited with the Indenture Trustee the amounts required to be deposited pursuant to this Section 3.06, then on the Redemption Date, the Loan Participant will be deemed to sell, assign, transfer and convey to the Owner Trust or its designee (without recourse or warranty of any kind other than of title to the Secured Notes so conveyed) all of the right, title and interest of the Loan Participant in and to the Secured Notes held by the Loan Participant. On and after such Redemption Date, the Indenture Trustee shall no longer treat the former Loan Participant as the "Loan Participant", except for purposes of the Loan Participant's right to receive their respective portions of the

Owner Trust's and Owner Participant. s Option to Redeem ------------------------------------------------------ or Purchase Secured Notes. In the event that (a) at any time one or more ------------------------- Charter Events of Default shall have occurred and be continuing and such Charter Event of Default shall have continued for a period of less than 180 270 days, during which time the Secured Notes shall not have been accelerated pursuant to Section 5.04 5.04, or (b)(i) at any time one or more Charter Events of Default shall have occurred and be continuing and such Charter Event of Default shall have continued for a period of 180 270 days or more during which time the Secured Notes shall not have been accelerated pursuant to Section 5.04, (ii) the Indenture Trustee shall have given the Owner Trust or the Owner Participant notice of the intent to accelerate the Secured Notes pursuant to Section 5.04 or 5.04, (iii) the Secured Notes shall have been accelerated pursuant to Section 5.04, the Owner Trust or the Owner Participant may, at its option, give at least 25 days' prior irrevocable notice to the Indenture Trustee and the Loan Participant that it will redeem (or purchase in lieu of redemption) all Secured Notes then Outstanding, which redemption or purchase shall be at a redemption or purchase price equal to 100% of the unpaid principal amount of such Secured Notes, together with any accrued and unpaid interest thereon to, but not including, the date of redemptionthereon, plus in the case of any redemption or purchase pursuant to clause (a) above prior to the Premium Termination Dateabove, a premium equal to the Make-Whole Amount, if any, with respect to such Secured NotesNote, and on or prior to the Business Day preceding such Redemption Date, the Owner Trust or the Owner Participant will deposit with the Indenture Trustee an amount sufficient to redeem or purchase at the applicable Redemption Price all Secured Notes then Outstanding (including, in the case of a redemption or purchase pursuant to clause (a) above prior to the Premium Termination Dateabove, a good faith estimate of the premium computed as provided for herein) plus an amount equal to all other sums then due and payable to each Loan Participant hereunder, and to pay the Indenture Trustee all amounts then due it hereunder, which funds shall be held by the Indenture Trustee as provided in Section 7.04. Upon the giving of such notice and the receipt by the Indenture Trustee of such deposit, the Indenture Trustee shall deem all instructions received from the Owner Trustee or the Owner Participant as having been given by the Loan Participant Participants of 100% of the Outstanding principal amount of Secured Notes for all purposes of this Indenture. If such notice is given, the Owner Trust further agrees that it will deposit, or cause to be deposited with the Indenture Trustee, on or prior to the Business Day preceding the applicable Redemption Date, whether or not an Indenture Event of Default is then continuing, funds sufficient, when added to the funds already held by the Indenture Trustee for such purpose, to redeem or purchase at the applicable Redemption Price (including the premium actually payable in respect thereof computed as provided for herein), on such Redemption Date all Secured Notes then Outstanding and to pay all other sums then due and payable to each Loan Participant hereunder and to pay the Indenture Trustee all amounts then due it hereunder. In the event the Owner Trust shall have given any such notice to purchase or redeem, unless the Owner Trustee shall have consented thereto, the Indenture Trustee shall not during the period from such notice to the Redemption Date specified therein institute any new remedy or proceeding in respect of any new remedy under this Indenture, and the Indenture Trustee shall, to the extent the same may be accomplished without prejudicing the rights of the Indenture Trustee hereunder, take such actions and forbear from taking actions, in each case sufficient to maintain the status quo with respect to any pending remedies or proceedings in respect thereof being then pursued hereunder; provided, however, that in no event shall the Indenture Trustee sell or assign any portion of the Indenture Estate during the period from such notice to the Redemption Date specified therein. In the event the Owner Trust shall have given any such notice to purchase or redeem, and the Owner Trust has deposited with the Indenture Trustee the amounts required to be deposited pursuant to this Section 3.06, then on the Redemption Date, the each Loan Participant will be deemed to sell, assign, transfer and convey to the Owner Trust or its designee (without recourse or warranty of any kind other than of title to the Secured Notes so conveyed) all of the right, title and interest of the such Loan Participant in and to the Secured Notes held by the such Loan Participant. On and after such Redemption Date, the Indenture Trustee shall no longer treat the former Loan Participant Participants as the "Loan ParticipantParticipants", except for purposes of the Loan Participant's Participants' right to receive their respective portions of theportions

Owner Trust's and Owner Participant. s Option to Redeem ------------------------------------------------------ or Purchase Secured Notes. In the event that (a) at any time one or more ------------------------- Charter Events of Default shall have occurred and be continuing and such Charter Event of Default shall have continued for a period of less than 180 270 days, during which time the Secured Notes shall not have been accelerated pursuant to Section 5.04 5.04, or (b)(i) at any time one or more Charter Events of Default shall have occurred and be continuing and such Charter Event of Default shall have continued for a period of 180 270 days or more during which time the Secured Notes shall not have been accelerated pursuant to Section 5.04, (ii) the Indenture Trustee shall have given the Owner Trust or the Owner Participant notice of the intent to accelerate the Secured Notes pursuant to Section 5.04 or 5.04, (iii) the Secured Notes shall have been accelerated pursuant to Section 5.04, the Owner Trust or the Owner Participant may, at its option, give at least 25 days' prior irrevocable notice to the Indenture Trustee and the Loan Participant that it will redeem (or purchase in lieu of redemption) all Secured Notes then Outstanding, which redemption or purchase shall be at a redemption or purchase price equal to 100% of the unpaid principal amount of such Secured Notes, together with any accrued and unpaid interest thereon to, but not including, the date of redemptionthereon, plus in the case of any redemption or purchase pursuant to clause (a) above prior to the Premium Termination Dateabove, a premium equal to the Make-Whole Amount, if any, with respect to such Secured NotesNote, and on or prior to the Business Day preceding such Redemption Date, the Owner Trust or the Owner Participant will deposit with the Indenture Trustee an amount sufficient to redeem or purchase at the applicable Redemption Price all Secured Notes then Outstanding (including, in the case of a redemption or purchase pursuant to clause (a) above prior to the Premium Termination Dateabove, a good faith estimate of the premium computed as provided for herein) plus an amount equal to all other sums then due and payable to each Loan Participant hereunder, and to pay the Indenture Trustee all amounts then due it hereunder, which funds shall be held by the Indenture Trustee as provided in Section 7.04. Upon the giving of such notice and the receipt by the Indenture Trustee of such deposit, the Indenture Trustee shall deem all instructions received from the Owner Trustee or the Owner Participant as having been given by the Loan Participant of 100% of the Outstanding principal amount of Secured Notes for all purposes of this Indenture. If such notice is given, the Owner Trust further agrees that it will deposit, or cause to be deposited with the Indenture Trustee, on or prior to the Business Day preceding the applicable Redemption Date, whether or not an Indenture Event of Default is then continuing, funds sufficient, when added to the funds already held by the Indenture Trustee for such purpose, to redeem or purchase at the applicable Redemption Price (including the premium actually payable in respect thereof computed as provided for herein), on such Redemption Date all Secured Notes then Outstanding and to pay all other sums then due and payable to each Loan Participant hereunder and to pay the Indenture Trustee all amounts then due it hereunder. In the event the Owner Trust shall have given any such notice to purchase or redeem, unless the Owner Trustee shall have consented thereto, the Indenture Trustee shall not during the period from such notice to the Redemption Date specified therein institute any new remedy or proceeding in respect of any new remedy under this Indenture, and the Indenture Trustee shall, to the extent the same may be accomplished without prejudicing the rights of the Indenture Trustee hereunder, take such actions and forbear from taking actions, in each case sufficient to maintain the status quo with respect to any pending remedies or proceedings in respect thereof being then pursued hereunder; provided, however, that in no event shall the Indenture Trustee sell or assign any portion of the Indenture Estate during the period from such notice to the Redemption Date specified therein. In the event the Owner Trust shall have given any such notice to purchase or redeem, and the Owner Trust has deposited with the Indenture Trustee the amounts required to be deposited pursuant to this Section 3.06, then on the Redemption Date, the Loan Participant will be deemed to sell, assign, transfer and convey to the Owner Trust or its designee (without recourse or warranty of any kind other than of title to the Secured Notes so conveyed) all of the right, title and interest of the Loan Participant in and to the Secured Notes held by the Loan Participant. On and after such Redemption Date, the Indenture Trustee shall no longer treat the former Loan Participant as the "Loan Participant", except for purposes of the Loan Participant's right to receive their respective portions of the.