Common use of Refunding of Notes Clause in Contracts

Refunding of Notes. Upon compliance with the terms and ------------------- conditions of this Article XII, including without limitation the satisfaction of the conditions set forth in Section 12.02 hereof, and of Section 2.12 of the Indenture, Lessee shall have the right to request Owner Trustee to, and upon such request Owner Participant, Owner Trustee and Indenture Trustee shall cooperate in good faith to, take such steps as may be necessary to refund all or any portion of the Series B Notes then outstanding (the "Refunded Notes") on not more than one occasion (exclusive of (i) any Mandatory Refinancing described in Section 10.01, or any other refinancing of the Series A Notes subsequent to the Mandatory Refinancing Date, (ii) any refinancing of any financing arranged by Agent pursuant to Section 10.01(c) or (d) and (iii) any refinancing of the Series F Notes or the Series G Notes) through the issuance and sale in the public or private market of other notes (the "Refunding Notes") in an aggregate principal amount which shall be equal to the unpaid principal amount of the Refunded Notes, plus up to 1% of such unpaid principal amount to cover expenses, the proceeds of such issuance and sale to be applied to prepay the principal amount of such outstanding Refunded Notes and, to the extent available, expenses in connection with such refunding. Subject to the limitations set forth in Section 12.02, the amortization or sinking fund schedules for the Refunding Notes may be different from such schedules for the Refunded Notes. As a condition to such refunding, Lessee will be liable for, and shall pay, on an After-Tax Basis, the reasonable out-of-pocket expenses incurred by Owner Trustee, Indenture Trustee and Owner Participant in connection with such refunding (whether or not such refunding shall be consummated, so long as the failure to consummate such refunding does not result solely from a default by Owner Participant in its obligations hereunder).

Refunding of Notes. Upon compliance with the terms ------------------ and ------------------- conditions of this Article XII, including without limitation the ----------- satisfaction of the conditions set forth in Section 12.02 hereof, and of ------------- Section 2.12 of the Indenture, either Lessee shall have the right to request Owner Trustee to, and upon such request Owner Participant, Owner Trustee and Indenture Trustee shall cooperate in good faith to, take such steps as may be necessary to refund all or any portion of the Series B Notes then outstanding (the "Refunded Notes") on not more than one occasion (exclusive of (i) any Mandatory Refinancing described in Section 10.01, or any other refinancing of the Series A Notes subsequent to the Mandatory Refinancing Date, (ii) any refinancing of any financing arranged by Agent pursuant to Section 10.01(c) or (d) and (iii) any refinancing of the Series F Notes or the Series G Notes) -------------- through the issuance and sale in the public or private market of other one or more series of notes (the "Refunding Notes") ), in an aggregate principal amount which --------------- shall be equal to the unpaid principal amount of the Refunded Notes, plus up to 1% of such unpaid principal amount to cover expenses, the proceeds of such issuance and sale to be applied to prepay the principal amount of such outstanding Refunded Notes and, to the extent available, expenses in connection with such refundingNotes. Subject to the limitations set forth in Section 12.02, the amortization or sinking fund schedules for the Refunding ------------- Notes may be different from such schedules for the Refunded Notes. As a condition to such refunding, Lessee Lessees will be liable for, and shall pay, on an After-Tax Basis, the reasonable out-of-pocket expenses incurred by Owner Trustee, Indenture Trustee and Owner Participant in connection with such refunding (whether or not such refunding shall be consummated, so long as the failure to consummate such refunding does not result solely from a default by Owner Participant in its obligations hereunder).

Refunding of Notes. Upon compliance with the terms ------------------ and ------------------- conditions of this Article XII, including without limitation the satisfaction of the conditions set forth in Section 12.02 hereof, and of Section 2.12 of the Indenture, Lessee shall have the right to request Owner Trustee to, and upon such request Owner Participant, Owner Trustee Trustee, Loan Participants and Indenture Trustee Agent shall cooperate in good faith to, take such steps as may be necessary to refund all or any portion of the Series B Notes then outstanding (the "Refunded Notes") on not more than one occasion (exclusive of (i) any Mandatory Refinancing described in Section 10.01, or any other refinancing of the Series A Notes subsequent to the Mandatory Refinancing Date, (ii) any refinancing of any financing arranged by Agent pursuant to Section 10.01(c) or (d) and (iii) any refinancing of the Series F Notes or the Series G Notes) through the -------------- issuance and sale in the public or private market of other notes (the "Refunding --------- Notes") in an aggregate principal amount which shall be equal to the unpaid ----- principal amount of the Refunded Notes, plus up to 1% two percent (2%) of such unpaid principal amount to cover expenses, the proceeds of such issuance and sale to be applied to prepay the principal amount of such outstanding Refunded Notes and, to the extent available, expenses in connection with such refunding. Subject to the limitations set forth in Section 12.02, the amortization or sinking fund schedules schedule for the Refunding Notes may be different from such schedules schedule for the Refunded Notes. As a condition to such refunding, Lessee will be liable for, and shall pay, on an After-Tax Basis, the reasonable out-of-pocket expenses incurred by Owner Trustee, Indenture Trustee Agent, each Loan Participant and Owner Participant in connection with such refunding (whether or not such refunding shall be consummated, so long as the failure to consummate such refunding does not result solely from a default by Owner Participant in its obligations hereunder); provided that Lessee -------- shall not be responsible for the fees and expenses of more than one counsel for Agent and Loan Participants, collectively, nor for any other costs or expenses of the Loan Participants.

Refunding of Notes. Upon compliance with the terms ------------------ and ------------------- conditions of this Article XII, including without limitation the ----------- satisfaction of the conditions set forth in Section 12.02 hereof, and of Section ------------- 2.12 of the Indenture, either Lessee shall have the right to request Owner Trustee to, and upon such request Owner Participant, Owner Trustee and Indenture Trustee shall cooperate in good faith to, take such steps as may be necessary to refund all or any portion of the Series B Notes then outstanding (the "Refunded Notes") on not more than one occasion (exclusive of (i) any Mandatory Refinancing described in Section 10.01, or any other refinancing of the Series A Notes subsequent to the Mandatory Refinancing Date, (ii) any refinancing of any financing arranged by Agent pursuant to Section 10.01(c) or (d) and (iii) any refinancing of the Series F Notes or the Series G Notes) through the -------------- issuance and sale in the public or private market of other one or more series of notes (the "Refunding Notes") ), in an aggregate principal amount which shall be equal --------------- to the unpaid principal amount of the Refunded Notes, plus up to 1% of such unpaid principal amount to cover expenses, the proceeds of such issuance and sale to be applied to prepay the principal amount of such outstanding Refunded Notes and, to the extent available, expenses in connection with such refundingNotes. Subject to the limitations set forth in Section ------- 12.02, the amortization or sinking fund schedules for the Refunding Notes may be ----- different from such schedules for the Refunded Notes. As a condition to such refunding, Lessee Lessees will be liable for, and shall pay, on an After-Tax Basis, the reasonable out-of-of pocket expenses incurred by Owner Trustee, Indenture Trustee and Owner Participant in connection with such refunding (whether or not such refunding shall be consummated, so long as the failure to consummate such refunding does not result solely from a default by Owner Participant in its obligations hereunder).