Common use of Refinancing Generally Clause in Contracts

Refinancing Generally. So long as no Lease Event of Default shall have occurred and be continuing, Lessee shall have the right to refinance all (but not less than all) of the Equipment Notes no more than two (2) times by giving written notice to the Owner Participant and the Owner Trustee that there shall be effected a voluntary redemption of the Equipment Notes by the Owner Trustee, whereupon the Owner Participant agrees to negotiate promptly in good faith to conclude an agreement with Lessee as to the terms of such refinancing operation (including the terms of any debt to be issued in connection with such refinancing); provided that no such refinancing shall require an increase in the amount of the Owner Participant's investment in the beneficial ownership of the Aircraft or in the principal amount of the Equipment Notes; and provided further that the Owner Participant may reject any terms that, in its reasonable judgment, adversely affect the Owner Participant. Upon such agreement: (1) within ten (10) Business Days after the reaching of such agreement, the Owner Participant will deliver to Lessee a certificate of an authorized representative of the Owner Participant (the "Refinancing Certificate") setting forth (i) (based upon information provided by Lessee and on the agreement reached between Lessee and the Owner Participant) the proposed date on which the outstanding Equipment Notes will be redeemed and a description of any new debt to be issued and the other aspects of such refinancing that will be consummated (such date, the "Refinancing Date") and (ii) the following information calculated pursuant to the provisions of paragraph (6) of this Section 16(a): (A) the proposed adjusted debt/equity ratio, (B) the principal amount of debt to be issued by the Owner Trustee on the Refinancing Date, (C) the amount, if any, by which the Owner Participant's aggregate investment in the beneficial interest in the Aircraft is to be decreased and (D) the proposed revised schedules of Basic Rent percentages, debt amortization, EBO Amount, Termination Value percentages and other purchase option or termination percentages. The Refinancing Certificate shall not provide for a debt/equity ratio which is materially different from the then existing ratio. Within fourteen days of its receipt of the Refinancing Certificate, Lessee may demand a verification pursuant to Section 3(g) of the Lease of the information set forth in the Refinancing Certificate. Upon the acceptance by Lessee of the accuracy of the information set forth in the Refinancing Certificate (or the determination pursuant to such verification procedures), as to the debt/equity ratio, the principal amount of debt to be issued by the Owner Trustee on the Refinancing Date and the revised Basic Rent percentages, debt amortization, EBO Amount, Termination Value percentages and other buyout and termination percentages (such information, whether as set forth or as so determined, the "Refinancing Information") the appropriate parties will take the actions specified in paragraphs (2) through (5) below; (2) the appropriate parties will enter into appropriate documentation (which may involve an underwriting agreement in connection with such sale or the sale of the Owner Trustee's interest in the Trust Estate and/or the Aircraft and its resale to the Owner Trustee) with the institution or institutions to be named therein providing for (A) (i) the issuance and sale by the Owner Trustee to such institution or institutions on the Refinancing Date of debt securities in an aggregate principal amount specified in the Refinancing Information which amount shall be equal to the aggregate principal amount of all Equipment Notes outstanding on the Refinancing Date (such debt securities, the "New Debt"); (3) application of the proceeds of the sale of the New Debt to the redemption of all such Equipment Notes on the Refinancing Date and (iii) the payment of the excess, if any, of such proceeds over the amounts necessary to effect such redemption to the Owner Trustee and (B) pursuant to which the parties to the refinancing transaction (including the Owner Participant, the Lessee, the Owner Trustee and the Loan Participants, but excluding the holders of the Pass Through Certificates) make such representations, warranties and covenants as Lessee and Owner Participant reasonably require; (4) Lessee shall give notice to the Indenture Trustee pursuant to Section 2.11 of the Trust Indenture, and Lessee and the Owner Trustee will amend the Lease to provide that (i) Basic Rent payable in respect of the period from and after the Refinancing Date shall be as provided in the Refinancing Information and (ii) amounts payable in respect of EBO Amount and Termination Value from and after the Refinancing Date shall be as provided in the Refinancing Information; (5) the Owner Trustee will enter into an agreement to provide for the securing thereunder of the New Debt in like manner as the Equipment Notes and will enter into such amendments and supplements to the Trust Indenture (or such new indenture or other security agreement) as may be necessary to effect such refinancing; (6) the Lessee shall pay all of the costs and expenses of such refinancing (including, but not limited to, the reasonable fees, expenses and disbursements of counsel and any placement or underwriting fees and, subject to the exclusions to the general indemnity in Section 6(c), shall confirm in writing that Lessee's indemnification obligation with respect to the Owner Participant and the Owner Trustee (in its individual and trust capacity) under Section 6(c) extends to the refinancing transaction and any additional indemnification which such party shall require; and (7) when calculating any of the information required to be set forth in a Refinancing Certificate, the Owner Participant shall make such calculations in a manner which (A) maintains the Owner Participant's Net Economic Return (except to the extent the assumptions referred are the subject of the recalculations being conducted by the Owner Participant) and (B) minimizes the Net Present Value of Rents to Lessee to the extent possible consistent with clause (A). (8) the Owner Participant shall receive a favorable tax opinion from independent tax counsel selected by the Owner Participant and reasonably acceptable to Lessee to the effect that there is no significant additional risk, as a result of such refinancing, of adverse tax consequences under Section 467 of the Code and related regulations, rules and judicial interpretations as in effect on the date of such refinancing (the "Section 467 Tax Opinion") provided, however, that if (i) the Owner Participant has not received the Section 467 Tax Opinion or (ii) has received the Section 467 Tax Opinion but adverse tax consequences nonetheless result, then Lessee shall indemnify the Owner Participant for any such additional adverse Tax consequences that actually result as if such event were an Income Inclusion under the Tax Indemnity Agreement, but only to the extent Section 467 of the Code and related regulations were satisfied as of the Delivery Date.

Refinancing Generally. So long as no Lease Event of Default shall have occurred and be continuing, Lessee shall have the right to refinance all (but not less than all) of the Equipment Notes no more than two (2) three times by giving written notice to the Owner Participant and the Owner Trustee that there shall be effected a voluntary redemption of the Equipment Notes by the Owner Trustee, whereupon the Owner Participant agrees to negotiate promptly in good faith to conclude an agreement with Lessee as to the terms of such refinancing operation (including the terms of any debt to be issued in connection with such refinancing); provided that no such refinancing shall require an increase in the amount of the Owner Participant's investment in the beneficial ownership of the Aircraft or in the principal amount of the Equipment Notes; and provided further that the Owner Participant may reject any terms that, in its reasonable judgment, materially and adversely affect the Owner Participant. Upon such agreement: (1) within ten (10) Business Days after the reaching of such agreement, the Owner Participant will deliver to Lessee a certificate of an authorized representative of the Owner Participant (the "Refinancing Certificate") setting forth (i) (based upon information provided by Lessee and on the agreement reached between Lessee and the Owner Participant) the proposed date on which the outstanding Equipment Notes will be redeemed and a description of any new debt to be issued and the other aspects of such refinancing that will be consummated (such date, the "Refinancing Date") and (ii) the following information calculated pursuant to the provisions of paragraph (6) of this Section 16(a): (A) the proposed adjusted debt/equity ratio, (B) the principal amount of debt to be issued by the Owner Trustee on the Refinancing Date, (C) the amount, if any, by which the Owner Participant's aggregate investment in the beneficial interest in the Aircraft is to be decreased and (D) the proposed revised schedules of Basic Rent percentages, debt amortization, EBO Amount, Termination Value percentages and other purchase option or termination percentages. The Refinancing Certificate shall not provide for a debt/equity ratio which is materially different from the then existing ratioof more than [_:1]. Within fourteen days of its receipt of the Refinancing Certificate, Lessee may demand a verification pursuant to Section 3(g) of the Lease of the information set forth in the Refinancing Certificate. Upon the acceptance by Lessee of the accuracy of the information set forth in the Refinancing Certificate (or the determination pursuant to such verification procedures), as to the debt/equity ratio, the principal amount of debt to be issued by the Owner Trustee on the Refinancing Date and the revised Basic Rent percentages, debt amortization, EBO Amount, Termination Value percentages and other buyout and termination percentages (such information, whether as set forth or as so determined, the "Refinancing Information") the appropriate parties will take the actions specified in paragraphs (2) through (5) below; (2) the appropriate parties will enter into appropriate documentation (which may involve an underwriting agreement in connection with such sale or the sale of the Owner Trustee's interest in the Trust Estate and/or the Aircraft and its resale to the Owner Trustee) with the institution or institutions to be named therein providing for (A) (i) the issuance and sale by the Owner Trustee to such institution or institutions on the Refinancing Date of debt securities in an aggregate principal amount specified in the Refinancing Information which amount shall be equal to the aggregate principal amount of all Equipment Notes outstanding on the Refinancing Date (such debt securities, the "New Debt"); ) except that the principal amount of New Debt may exceed the principal amount of all outstanding Equipment Notes in connection with the first refinancing under this Section 16, (3ii) the application of the proceeds of the sale of the New Debt to the redemption of all such Equipment Notes on the Refinancing Date and (iii) the payment of the excess, if any, of such proceeds over the amounts necessary to effect such redemption to the Owner Trustee and (B) pursuant to which the parties to the refinancing transaction (including the Owner Participant, the Lessee, the Owner Trustee and the Loan Participants, but excluding the holders of the Pass Through Certificates) make such representations, warranties and covenants as Lessee and Owner Participant reasonably require; (43) Lessee shall give notice to the Indenture Trustee pursuant to Section 2.11 of the Trust Indenture, and Lessee and the Owner Trustee will amend the Lease to provide that (i) Basic Rent payable in respect of the period from and after the Refinancing Date shall be as provided in the Refinancing Information and (ii) amounts payable in respect of EBO Amount and Termination Value from and after the Refinancing Date shall be as provided in the Refinancing Information; (54) the Owner Trustee will enter into an agreement to provide for the securing thereunder of the New Debt in like manner as the Equipment Notes and will enter into such amendments and supplements to the Trust Indenture (or such new indenture or other security agreement) as may be necessary to effect such refinancing; (65) the Lessee shall pay all of the costs and reasonable expenses of such refinancing (including, but not limited to, the reasonable fees, expenses and disbursements of counsel and any placement or underwriting fees and, subject to the exclusions to the general indemnity in Section 6(cfees), shall confirm in writing that Lessee's indemnification obligation with respect to the Owner Participant and the Owner Trustee (in its individual and trust capacity) under Section 6(c) extends to the refinancing transaction and any additional indemnification which such party shall require; and (76) when calculating any of the information required to be set forth in a Refinancing Certificate, the Owner Participant shall make such calculations in a manner which (A) maintains the Owner Participant's Net Economic Return (except to the extent the assumptions referred are the subject of the recalculations being conducted by the Owner Participant) and (B) minimizes the Net Present Value of Rents to Lessee to the extent possible consistent with clause (A). (8) the Owner Participant shall receive a favorable tax opinion from independent tax counsel selected by the Owner Participant and reasonably acceptable to Lessee to the effect that there is no significant additional risk, as a result of such refinancing, of adverse tax consequences under Section 467 of the Code and related regulations, rules and judicial interpretations as in effect on the date of such refinancing (the "Section 467 Tax Opinion") provided, however, that if (i) the Owner Participant has not received the Section 467 Tax Opinion or (ii) has received the Section 467 Tax Opinion but adverse tax consequences nonetheless result, then Lessee shall indemnify the Owner Participant for any such additional adverse Tax consequences that actually result as if such event were an Income Inclusion under the Tax Indemnity Agreement, but only to the extent Section 467 of the Code and related regulations were satisfied as of the Delivery Date.

Refinancing Generally. So long as no Lease Event of Default shall have occurred and be continuing, Lessee shall have the right to refinance all (but not less than all) of the Equipment Notes no more than two (2) three times by giving written notice to the Owner Participant and the Owner Trustee that there shall be effected a voluntary redemption of the Equipment Notes by the Owner Trustee, whereupon the Owner Participant agrees to negotiate promptly in good faith to conclude an agreement with Lessee as to the terms of such refinancing operation (including the terms of any debt to be issued in connection with such refinancing); provided that no such refinancing shall require an increase in the amount of the Owner Participant's investment in the beneficial ownership of the Aircraft or in the principal amount of the Equipment Notes; and provided further that the Owner Participant may reject any terms that, in its reasonable judgment, materially and adversely affect the Owner Participant. Upon such agreement: (1) within ten (10) Business Days after the reaching of such agreement, the Owner Participant will deliver to Lessee a certificate of an authorized representative of the Owner Participant (the "Refinancing Certificate") setting forth (i) (based upon information provided by Lessee and on the agreement reached between Lessee and the Owner Participant) the proposed date on which the outstanding Equipment Notes will be redeemed and a description of any new debt to be issued and the other aspects of such refinancing that will be consummated (such date, the "Refinancing Date") and (ii) the following information calculated pursuant to the provisions of paragraph (6) of this Section 16(a): (A) the proposed adjusted debt/equity ratio, (B) the principal amount of debt to be issued by the Owner Trustee on the Refinancing Date, (C) the amount, if any, by which the Owner Participant's aggregate investment in the beneficial interest in the Aircraft is to be decreased and (D) the proposed revised schedules of Basic Rent percentages, debt amortization, EBO Amount, Termination Value percentages and other purchase option or termination percentages. The Refinancing Certificate shall not provide for a debt/equity ratio which is materially different from the then existing ratioof more than [_:1]. Within fourteen days of its receipt of the Refinancing Certificate, Lessee may demand a verification pursuant to Section 3(g) of Exhibit E to the Lease of the information set forth in the Refinancing Certificate. Upon the acceptance by Lessee of the accuracy of the information set forth in the Refinancing Certificate (or the determination pursuant to such verification procedures), as to the debt/equity ratio, the principal amount of debt to be issued by the Owner Trustee on the Refinancing Date and the revised Basic Rent percentages, debt amortization, EBO Amount, Termination Value percentages and other buyout and termination percentages (such information, whether as set forth or as so determined, the "Refinancing Information") the appropriate parties will take the actions specified in paragraphs (2) through (5) below; (2) the appropriate parties will enter into appropriate documentation (which may involve an underwriting agreement in connection with such sale or the sale of the Owner Trustee's interest in the Trust Estate and/or the Aircraft and its resale to the Owner Trustee) with the institution or institutions to be named therein providing for (A) (i) the issuance and sale by the Owner Trustee to such institution or institutions on the Refinancing Date of debt securities in an aggregate principal amount specified in the Refinancing Information which amount shall be equal to the aggregate principal amount of all Equipment Notes outstanding on the Refinancing Date (such debt securities, the "New Debt"); ) except that the principal amount of New Debt may exceed the principal amount of all outstanding Equipment Notes in connection with the first refinancing under this Section 16, (3ii) the application of the proceeds of the sale of the New Debt to the redemption of all such Equipment Notes on the Refinancing Date and (iii) the payment of the excess, if any, of such proceeds over the amounts necessary to effect such redemption to the Owner Trustee and (B) pursuant to which the parties to the refinancing transaction (including the Owner Participant, the Lessee, the Owner Trustee and the Loan Participants, but excluding the holders of the Pass Through Certificates) make such representations, warranties and covenants as Lessee and Owner Participant reasonably require; (43) Lessee shall give the notice to the Indenture Trustee pursuant to Section 2.11 of the Trust Indenture, and Lessee and the Owner Trustee will amend the Lease to provide that (i) Basic Rent payable in respect of the period from and after the Refinancing Date shall be as provided in the Refinancing Information and (ii) amounts payable in respect of EBO Amount and Termination Value from and after the Refinancing Date shall be as provided in the Refinancing Information; (54) the Owner Trustee will enter into an agreement to provide for the securing thereunder of the New Debt in like manner as the Equipment Notes and will enter into such amendments and supplements to the Trust Indenture (or such new indenture or other security agreement) as may be necessary to effect such refinancing; (65) the Lessee shall pay all of the costs and reasonable expenses of such refinancing (including, but not limited to, the reasonable fees, expenses and disbursements of counsel and any placement or underwriting fees and, subject to the exclusions to the general indemnity in Section 6(cfees), shall confirm in writing that Lessee's indemnification obligation with respect to the Owner Participant and the Owner Trustee (in its individual and trust capacity) under Section 6(c) extends to the refinancing transaction and any additional indemnification which such party shall require; and (76) when calculating any of the information required to be set forth in a Refinancing Certificate, the Owner Participant shall make such calculations in a manner which (A) maintains the Owner Participant's Net Economic Return (except to the extent the assumptions referred are the subject of the recalculations being conducted by the Owner Participant) and (B) minimizes the Net Present Value of Rents to Lessee to the extent possible consistent with clause (A). (8) the Owner Participant shall receive a favorable tax opinion from independent tax counsel selected by the Owner Participant and reasonably acceptable to Lessee to the effect that there is no significant additional risk, as a result of such refinancing, of adverse tax consequences under Section 467 of the Code and related regulations, rules and judicial interpretations as in effect on the date of such refinancing (the "Section 467 Tax Opinion") provided, however, that if (i) the Owner Participant has not received the Section 467 Tax Opinion or (ii) has received the Section 467 Tax Opinion but adverse tax consequences nonetheless result, then Lessee shall indemnify the Owner Participant for any such additional adverse Tax consequences that actually result as if such event were an Income Inclusion under the Tax Indemnity Agreement, but only to the extent Section 467 of the Code and related regulations were satisfied as of the Delivery Date.

Refinancing Generally. So long as no Lease Event of Default shall have occurred and be continuing, Lessee shall have the right to refinance all (but not less than all) of the Equipment Notes no more than two (2) times by giving written notice to the Owner Participant and the Owner Trustee that there shall be effected a voluntary redemption of the Equipment Notes by the Owner Trustee, whereupon the Owner Participant agrees to negotiate promptly in good faith to conclude an agreement with Lessee as to the terms of such refinancing operation (including the terms of any debt to be issued in connection with such refinancing); provided that no such refinancing shall require an increase in the amount of the Owner Participant's investment in the beneficial ownership of the Aircraft or in the principal amount of the Equipment Notes; and provided further that the Owner Participant may reject any terms that, in its reasonable judgment, adversely affect the Owner Participant. Upon such agreement: (1) within ten (10) Business Days after the reaching of such agreement, the Owner Participant will deliver to Lessee a certificate of an authorized representative of the Owner Participant (the "Refinancing Certificate") setting forth (i) (based upon information provided by Lessee and on the agreement reached between Lessee and the Owner Participant) the proposed date on which the outstanding Equipment Notes will be redeemed and a description of any new debt to be issued and the other aspects of such refinancing that will be consummated (such date, the "Refinancing Date") and (ii) the following information calculated pursuant to the provisions of paragraph (6) of this Section 16(a): (A) the proposed adjusted debt/equity ratio, (B) the principal amount of debt to be issued by the Owner Trustee on the Refinancing Date, (C) the amount, if any, by which the Owner Participant's aggregate investment in the beneficial interest in the Aircraft is to be decreased and (D) the proposed revised schedules of Basic Rent percentages, debt amortization, EBO Amount, Termination Value percentages and other purchase option or termination percentages. The Refinancing Certificate shall not provide for a debt/equity ratio which is materially different from the then existing ratio. Within fourteen days of its receipt of the Refinancing Certificate, Lessee may demand a verification pursuant to Section 3(g) of the Lease of the information set forth in the Refinancing Certificate. Upon the acceptance by Lessee of the accuracy of the information set forth in the Refinancing Certificate (or the determination pursuant to such verification procedures), as to the debt/equity ratio, the principal amount of debt to be issued by the Owner Trustee on the Refinancing Date and the revised Basic Rent percentages, debt amortization, EBO Amount, Termination Value percentages and other buyout and termination percentages (such information, whether as set forth or as so determined, the "Refinancing Information") the appropriate parties will take the actions specified in paragraphs (2) through (5) below; (2) the appropriate parties will enter into appropriate documentation (which may involve an underwriting agreement in connection with such sale or the sale of the Owner Trustee's interest in the Trust Estate and/or the Aircraft and its resale to the Owner Trustee) with the institution or institutions to be named therein providing for (A) (i) the issuance and sale by the Owner Trustee to such institution or institutions on the Refinancing Date of debt securities in an aggregate principal amount specified in the Refinancing Information which amount shall be equal to the aggregate principal amount of all Equipment Notes outstanding on the Refinancing Date (such debt securities, the "New Debt"); , (3ii) the application of the proceeds of the sale of the New Debt to the redemption of all such Equipment Notes on the Refinancing Date and (iii) the payment of the excess, if any, of such proceeds over the amounts necessary to effect such redemption to the Owner Trustee and (B) pursuant to which the parties to the refinancing transaction (including the Owner Participant, the Lessee, the Owner Trustee and the Loan Participants, but excluding the holders of the Pass Through Certificates) make such representations, warranties and covenants as Lessee and Owner Participant reasonably require; (43) Lessee shall give notice to the Indenture Trustee pursuant to Section 2.11 of the Trust Indenture, and Lessee and the Owner Trustee will amend the Lease to provide that (i) Basic Rent payable in respect of the period from and after the Refinancing Date shall be as provided in the Refinancing Information and (ii) amounts payable in respect of EBO Amount and Termination Value from and after the Refinancing Date shall be as provided in the Refinancing Information; (54) the Owner Trustee will enter into an agreement to provide for the securing thereunder of the New Debt in like manner as the Equipment Notes and will enter into such amendments and supplements to the Trust Indenture (or such new indenture or other security agreement) as may be necessary to effect such refinancing; (65) the Lessee shall pay all of the costs and expenses of such refinancing (including, but not limited to, the reasonable fees, expenses and disbursements of counsel and any placement or underwriting fees and, subject to the exclusions to the general indemnity in Section 6(c), shall confirm in writing that Lessee's indemnification obligation with respect to the Owner Participant and the Owner Trustee (in its individual and trust capacity) under Section 6(c) extends to the refinancing transaction and any additional indemnification which such party shall require; and (76) when calculating any of the information required to be set forth in a Refinancing Certificate, the Owner Participant shall make such calculations in a manner which (A) maintains the Owner Participant's Net Economic Return (except to the extent the assumptions referred are the subject of the recalculations being conducted by the Owner Participant) and (B) minimizes the Net Present Value of Rents to Lessee to the extent possible consistent with clause (A). (8) 7) the Owner Participant shall receive a favorable tax opinion from independent tax counsel selected by the Owner Participant and reasonably acceptable to Lessee to the effect that there is no significant additional risk, as a result of such refinancing, of adverse tax consequences under Section 467 of the Code and related regulations, rules and judicial interpretations as in effect on the date of such refinancing (the "Section 467 Tax Opinion") provided, however, that if (i) the Owner Participant has not received the Section 467 Tax Opinion or (ii) has received the Section 467 Tax Opinion but adverse tax consequences nonetheless result, then Lessee shall indemnify the Owner Participant for any such additional adverse Tax consequences that actually result as if such event were an Income Inclusion under the Tax Indemnity Agreement, but only to the extent Section 467 of the Code and related regulations were satisfied as of the Delivery Date.

Refinancing Generally. So long as no Lease Event of Default shall have occurred and be continuing, Lessee shall have the right to refinance all (but not less than all) of the Equipment Notes no more than two (2) three times by giving written notice to the Owner Participant and the Owner Trustee that there shall be effected a voluntary redemption of the Equipment Notes by the Owner Trustee, whereupon the Owner Participant agrees to negotiate promptly in good faith to conclude an agreement with Lessee as to the terms of such refinancing operation (including the terms of any debt to be issued in connection with such refinancing); provided that no such refinancing shall require an increase in the amount of the Owner Participant's investment in the beneficial ownership of the Aircraft or in the principal amount of the Equipment Notes; and provided further that the Owner Participant may reject any terms that, in its reasonable judgment, materially and adversely affect the Owner Participant. Upon such agreement: (1) within ten (10) Business Days after the reaching of such agreement, the Owner Participant will deliver to Lessee a certificate of an authorized representative of the Owner Participant (the "Refinancing Certificate") setting forth (i) (based upon information provided by Lessee and on the agreement reached between Lessee and the Owner Participant) the proposed date on which the outstanding Equipment Notes will be redeemed and a description of any new debt to be issued and the other aspects of such refinancing that will be consummated (such date, the "Refinancing Date") and (ii) the following information calculated pursuant to the provisions of paragraph (6) of this Section 16(a): (A) the proposed adjusted debt/equity ratio, (B) the principal amount of debt to be issued by the Owner Trustee on the Refinancing Date, (C) the amount, if any, by which the Owner Participant's aggregate investment in the beneficial interest in the Aircraft is to be decreased and (D) the proposed revised schedules of Basic Rent percentages, debt amortization, EBO Amount, Termination Value percentages and other purchase option or termination percentages. The Refinancing Certificate shall not provide for a debt/equity ratio which is materially different from the then existing ratioof more than [_:1]. Within fourteen days of its receipt of the Refinancing Certificate, Lessee may demand a verification pursuant to Section 3(g) of the Lease of the information set forth in the Refinancing Certificate. Upon the acceptance by Lessee of the accuracy of the information set forth in the Refinancing Certificate (or the determination pursuant to such verification procedures), as to the debt/equity ratio, the principal amount of debt to be issued by the Owner Trustee on the Refinancing Date and the revised Basic Rent percentages, debt amortization, EBO Amount, Termination Value percentages and other buyout and termination percentages (such information, whether as set forth or as so determined, the "Refinancing Information") the appropriate parties will take the actions specified in paragraphs (2) through (5) below; (2) the appropriate parties will enter into appropriate documentation (which may involve an underwriting agreement in connection with such sale or the sale of the Owner Trustee's interest in the Trust Estate and/or the Aircraft and its resale to the Owner Trustee) with the institution or institutions to be named therein providing for (A) (i) the issuance and sale by the Owner Trustee to such institution or institutions on the Refinancing Date of debt securities in an aggregate principal amount specified in the Refinancing Information which amount shall be equal to the aggregate principal amount of all Equipment Notes outstanding on the Refinancing Date (such debt securities, the "New Debt"); ) except that the principal amount of New Debt may exceed the principal amount of all outstanding Equipment Notes in connection with the first refinancing under this Section 16, (3ii) the application of the proceeds of the sale of the New Debt to the redemption of all such Equipment Notes on the Refinancing Date and (iii) the payment of the excess, if any, of such proceeds over the amounts necessary to effect such redemption to the Owner Trustee and (B) pursuant to which the parties to the refinancing transaction (including the Owner Participant, the Lessee, the Owner Trustee and the Loan Participants, but excluding the holders of the Pass Through Certificates) make such representations, warranties and covenants as Lessee and Owner Participant reasonably require; (43) Lessee shall give the notice to the Indenture Trustee pursuant to Section 2.11 of the Trust Indenture, and Lessee and the Owner Trustee will amend the Lease to provide that (i) Basic Rent payable in respect of the period from and after the Refinancing Date shall be as provided in the Refinancing Information and (ii) amounts payable in respect of EBO Amount and Termination Value from and after the Refinancing Date shall be as provided in the Refinancing Information; (54) the Owner Trustee will enter into an agreement to provide for the securing thereunder of the New Debt in like manner as the Equipment Notes and will enter into such amendments and supplements to the Trust Indenture (or such new indenture or other security agreement) as may be necessary to effect such refinancing; (65) the Lessee shall pay all of the costs and reasonable expenses of such refinancing (including, but not limited to, the reasonable fees, expenses and disbursements of counsel and any placement or underwriting fees and, subject to the exclusions to the general indemnity in Section 6(cfees), shall confirm in writing that Lessee's indemnification obligation with respect to the Owner Participant and the Owner Trustee (in its individual and trust capacity) under Section 6(c) extends to the refinancing transaction and any additional indemnification which such party shall require; and (76) when calculating any of the information required to be set forth in a Refinancing Certificate, the Owner Participant shall make such calculations in a manner which (A) maintains the Owner Participant's Net Economic Return (except to the extent the assumptions referred are the subject of the recalculations being conducted by the Owner Participant) and (B) minimizes the Net Present Value of Rents to Lessee to the extent possible consistent with clause (A). (8) the Owner Participant shall receive a favorable tax opinion from independent tax counsel selected by the Owner Participant and reasonably acceptable to Lessee to the effect that there is no significant additional risk, as a result of such refinancing, of adverse tax consequences under Section 467 of the Code and related regulations, rules and judicial interpretations as in effect on the date of such refinancing (the "Section 467 Tax Opinion") provided, however, that if (i) the Owner Participant has not received the Section 467 Tax Opinion or (ii) has received the Section 467 Tax Opinion but adverse tax consequences nonetheless result, then Lessee shall indemnify the Owner Participant for any such additional adverse Tax consequences that actually result as if such event were an Income Inclusion under the Tax Indemnity Agreement, but only to the extent Section 467 of the Code and related regulations were satisfied as of the Delivery Date.

Refinancing Generally. So long as no Lease Event of Default shall have occurred and be continuing, Lessee shall have the right to refinance all (but not less than all) of the Equipment Notes no more than two (2) three times by giving written notice to the Owner Participant and the Owner Trustee that there shall be effected a voluntary redemption of the Equipment Notes by the Owner Trustee, whereupon the Owner Participant agrees to negotiate promptly in good faith to conclude an agreement with Lessee as to the terms of such refinancing operation (including the terms of any debt to be issued in connection with such refinancing); provided that no such refinancing shall require an increase in the amount of the Owner Participant's investment in the beneficial ownership of the Aircraft or in the principal amount of the Equipment Notes; and provided further that the Owner Participant may reject any terms that, in its reasonable judgment, materially and adversely affect the Owner Participant. Upon such agreement: (1) within ten (10) Business Days after the reaching of such agreement, the Owner Participant will deliver to Lessee a certificate of an authorized representative of the Owner Participant (the "Refinancing Certificate") setting forth (i) (based upon information provided by Lessee and on the agreement reached between Lessee and the Owner Participant) the proposed date on which the outstanding Equipment Notes will be redeemed and a description of any new debt to be issued and the other aspects of such refinancing that will be consummated (such date, the "Refinancing Date") and (ii) the following information calculated pursuant to the provisions of paragraph (6) of this Section 16(a): (A) the proposed adjusted debt/equity ratio, (B) the principal amount of debt to be issued by the Owner Trustee on the Refinancing Date, (C) the amount, if any, by which the Owner Participant's aggregate investment in the beneficial interest in the Aircraft is to be decreased and (D) the proposed revised schedules of Basic Rent percentages, debt amortization, EBO Amount, Termination Value percentages and other purchase option or termination percentages. The Refinancing Certificate shall not provide for a debt/equity ratio which is materially different from the then existing ratioof more than [_:1]. Within fourteen days of its receipt of the Refinancing Certificate, Lessee may demand a verification pursuant to Section 3(g) of Exhibit E to the Lease of the information set forth in the Refinancing Certificate. Upon the acceptance by Lessee of the accuracy of the information set forth in the Refinancing Certificate (or the determination pursuant to such verification procedures), as to the debt/equity ratio, the principal amount of debt to be issued by the Owner Trustee on the Refinancing Date and the revised Basic Rent percentages, debt amortization, EBO Amount, Termination Value percentages and other buyout and termination percentages (such information, whether as set forth or as so determined, the "Refinancing Information") the appropriate parties will take the actions specified in paragraphs (2) through (5) below; (2) the appropriate parties will enter into appropriate documentation (which may involve an underwriting agreement in connection with such sale or the sale of the Owner Trustee's interest in the Trust Estate and/or the Aircraft and its resale to the Owner Trustee) with the institution or institutions to be named therein providing for (A) (i) the issuance and sale by the Owner Trustee to such institution or institutions on the Refinancing Date of debt securities in an aggregate principal amount specified in the Refinancing Information which amount shall be equal to the aggregate principal amount of all Equipment Notes outstanding on the Refinancing Date (such debt securities, the "New Debt"); ) except that the principal amount of New Debt may exceed the principal amount of all outstanding Equipment Notes in connection with the first refinancing under this Section 16, (3ii) the application of the proceeds of the sale of the New Debt to the redemption of all such Equipment Notes on the Refinancing Date and (iii) the payment of the excess, if any, of such proceeds over the amounts necessary to effect such redemption to the Owner Trustee and (B) pursuant to which the parties to the refinancing transaction (including the Owner Participant, the Lessee, the Owner Trustee and the Loan Participants, but excluding the holders of the Pass Through Certificates) make such representations, warranties and covenants as Lessee and Owner Participant reasonably require; (43) Lessee shall give the notice to the Indenture Trustee pursuant to Section 2.11 of the Trust Indenture, and Lessee and the Owner Trustee will amend the Lease to provide that (i) Basic Rent payable in respect of the period from and after the Refinancing Date shall be as provided in the Refinancing Information and (ii) amounts payable in respect of EBO Amount and Termination Value from and after the Refinancing Date shall be as provided in the Refinancing Information; (54) the Owner Trustee will enter into an agreement to provide for the securing thereunder of the New Debt in like manner as the Equipment Notes and will enter into such amendments and supplements to the Trust Indenture (or such new indenture or other security agreement) as may be necessary to effect such refinancing; (65) the Lessee shall pay all of the costs and reasonable expenses of such refinancing (including, but not limited to, the reasonable fees, expenses and disbursements of counsel and any placement or underwriting fees and, subject to the exclusions to the general indemnity in Section 6(cfees), shall confirm in writing that Lessee's indemnification obligation with respect to the Owner Participant and the Owner Trustee (in its individual and trust capacity) under Section 6(c) extends to the refinancing transaction and any additional indemnification which such party shall require; and (76) when calculating any of the information required to be set forth in a Refinancing Certificate, the Owner Participant shall make such calculations in a manner which (A) maintains the Owner Participant's Net Economic Return (except to the extent the assumptions referred are the subject of the recalculations being conducted by the Owner Participant) ), and (B) minimizes the Net Present Value of Rents to Lessee to the extent possible consistent with clause (A). (8) the Owner Participant shall receive a favorable tax opinion from independent tax counsel selected by the Owner Participant and reasonably acceptable to Lessee to the effect that there is no significant additional risk, as a result of such refinancing, of adverse tax consequences under Section 467 of the Code and related regulations, rules and judicial interpretations as in effect on the date of such refinancing (the "Section 467 Tax Opinion") provided, however, that if (i) the Owner Participant has not received the Section 467 Tax Opinion or (ii) has received the Section 467 Tax Opinion but adverse tax consequences nonetheless result, then Lessee shall indemnify the Owner Participant for any such additional adverse Tax consequences that actually result as if such event were an Income Inclusion under the Tax Indemnity Agreement, but only to the extent Section 467 of the Code and related regulations were satisfied as of the Delivery Date.

Refinancing Generally. So long as no Lease Event of Default shall have occurred and be continuing, Lessee shall have the right to refinance all (but not less than all) of the Equipment Notes no more than two (2) three times by giving written notice to the Owner Participant and the Owner Trustee that there shall be effected a voluntary redemption of the Equipment Notes by the Owner Trustee, whereupon the Owner Participant agrees to negotiate promptly in good faith to conclude an agreement with Lessee as to the terms of such refinancing operation (including the terms of any debt to be issued in connection with such refinancing); provided that no such refinancing shall require an increase in the amount of the Owner Participant's investment in the beneficial ownership of the Aircraft or in the principal amount of the Equipment Notes; and provided further that the Owner Participant may reject any terms that, in its reasonable judgment, materially and adversely affect the Owner Participant. Upon such agreement: (1) within ten (10) Business Days after the reaching of such agreement, the Owner Participant will deliver to Lessee a certificate of an authorized representative of the Owner Participant (the "Refinancing Certificate") setting forth (i) (based upon information provided by Lessee and on the agreement reached between Lessee and the Owner Participant) the proposed date on which the outstanding Equipment Notes will be redeemed and a description of any new debt to be issued and the other aspects of such refinancing that will be consummated (such date, the "Refinancing Date") and (ii) the following information calculated pursuant to the provisions of paragraph (6) of this Section 16(a): (A) the proposed adjusted debt/equity ratio, (B) the principal amount of debt to be issued by the Owner Trustee on the Refinancing Date, (C) the amount, if any, by which the Owner Participant's aggregate investment in the beneficial interest in the Aircraft is to be decreased and (D) the proposed revised schedules of Basic Rent percentages, debt amortization, EBO Amount, Termination Value percentages and other purchase option or termination percentages. The Refinancing Certificate shall not provide for a debt/equity ratio which is materially different from the then existing ratioof more than [_:1]. Within fourteen days of its receipt of the Refinancing Certificate, Lessee may demand a verification pursuant to Section 3(g) of Exhibit E to the Lease of the information set forth in the Refinancing Certificate. Upon the acceptance by Lessee of the accuracy of the information set forth in the Refinancing Certificate (or the determination pursuant to such verification procedures), as to the debt/equity ratio, the principal amount of debt to be issued by the Owner Trustee on the Refinancing Date and the revised Basic Rent percentages, debt amortization, EBO Amount, Termination Value percentages and other buyout and termination percentages (such information, whether as set forth or as so determined, the "Refinancing Information") the appropriate parties will take the actions specified in paragraphs (2) through (5) below; (2) the appropriate parties will enter into appropriate documentation (which may involve an underwriting agreement in connection with such sale or the sale of the Owner Trustee's interest in the Trust Estate and/or the Aircraft and its resale to the Owner Trustee) with the institution or institutions to be named therein providing for (A) (i) the issuance and sale by the Owner Trustee to such institution or institutions on the Refinancing Date of debt securities in an aggregate principal amount specified in the Refinancing Information which amount shall be equal to the aggregate principal amount of all Equipment Notes outstanding on the Refinancing Date (such debt securities, the "New Debt"); ) except that the principal amount of New Debt may exceed the principal amount of all outstanding Equipment Notes in connection with the first refinancing under this Section 16, (3ii) the application of the proceeds of the sale of the New Debt to the redemption of all such Equipment Notes on the Refinancing Date and (iii) the payment of the excess, if any, of such proceeds over the amounts necessary to effect such redemption to the Owner Trustee and (B) pursuant to which the parties to the refinancing transaction (including the Owner Participant, the Lessee, the Owner Trustee and the Loan Participants, but excluding the holders of the Pass Through Certificates) make such representations, warranties and covenants as Lessee and Owner Participant reasonably require; (43) Lessee shall give the notice to the Indenture Trustee pursuant to Section 2.11 of the Trust Indenture, and Lessee and the Owner Trustee will amend the Lease to provide that (i) Basic Rent payable in respect of the period from and after the Refinancing Date shall be as provided in the Refinancing Information and (ii) amounts payable in respect of EBO Amount and Termination Value from and after the Refinancing Date shall be as provided in the Refinancing Information; (54) the Owner Trustee will enter into an agreement to provide for the securing thereunder of the New Debt in like manner as the Equipment Notes and will enter into such amendments and supplements to the Trust Indenture (or such new indenture or other security agreement) as may be necessary to effect such refinancing; (65) the Lessee shall pay all of the costs and reasonable expenses of such refinancing (including, but not limited to, the reasonable fees, expenses and disbursements of counsel and any placement or underwriting fees and, subject to the exclusions to the general indemnity in Section 6(cfees), shall confirm in writing that Lessee's indemnification obligation with respect to the Owner Participant and the Owner Trustee (in its individual and trust capacity) under Section 6(c) extends to the refinancing transaction and any additional indemnification which such party shall require; and (76) when calculating any of the information required to be set forth in a Refinancing Certificate, the Owner Participant shall make such calculations in a manner which (A) maintains the Owner Participant's Net Economic Return (except to the extent the assumptions referred are the subject of the recalculations being conducted by the Owner Participant) ), and (B) minimizes the Net Present Value of Rents to Lessee to the extent possible consistent with clause (A). (8) . All adjustments to Basic Rent, EBO Amount and Termination Value shall also be in compliance with the Owner Participant shall receive a favorable tax opinion tests of Sections 4.02(5) and 4.07 of Rev. Proc. 75-28 and with one or more of any "safe harbors" from independent tax counsel selected by characterization of the Owner Participant and reasonably acceptable to Lessee to the effect that there is no significant additional risk, Lease as a result of such refinancing, of adverse tax consequences under "disqualified leaseback or long-term agreement" set forth in Section 467 of the Code and related regulations(or any proposed, rules and judicial interpretations as in effect on the date of such refinancing (the "Section 467 Tax Opinion") provided, however, that if (i) the Owner Participant has not received the Section 467 Tax Opinion temporary or (ii) has received the Section 467 Tax Opinion but adverse tax consequences nonetheless result, then Lessee shall indemnify the Owner Participant for any such additional adverse Tax consequences that actually result as if such event were an Income Inclusion under the Tax Indemnity Agreement, but only final regulations thereunder applicable to the extent Lease) or, if no "safe harbor" exists, made in a manner to avoid characterization of the Lease as a "disqualified leaseback or long-term agreement" within the meaning of Section 467 of the Code and related regulations were satisfied as of the Delivery DateCode.