Common use of SUBSEQUENT LESSOR NOTES Clause in Contracts

SUBSEQUENT LESSOR NOTES. (a) The Owner Lessor may, subject to the conditions hereafter provided in this Section 2.6, issue additional Lessor Notes ("SUBSEQUENT LESSOR NOTES") under and secured by this Lease Indenture, at any time or from time to time for the purpose of (i) providing funds for a Supplemental Financing pursuant to Section 12.1 of the Participation Agreement (Subsequent Lessor Notes issued for such purpose, the "ADDITIONAL LESSOR NOTES") or (ii) refinancing the Lessor Notes or other Subsequent Lessor Notes pursuant to Section 12.2 of the Participation Agreement (Subsequent Lessor Notes issued for such purpose, the "NEW LESSOR NOTES"). (b) Before any Subsequent Lessor Notes shall be issued under the provisions of this Section 2.6, the Owner Lessor shall have delivered to the Lease Indenture Trustee, not less than 5 (15 days in the case of New Lessor Notes) days nor more than 60 days (or in the case of a Supplemental Financing under Section 12.1 of the Participation Agreement, 90 days) prior to the proposed date of issuance of such Subsequent Lessor Notes, a request and authorization to issue such Subsequent Lessor Notes, which request and authorization shall (i) contain the proposed date of issuance of such Lessor Notes and the terms thereof and (ii) include a certification by the Facility Lessee that the terms of such Lessor Notes are in compliance with this Section 2.6 and Section 12.1 or 12.2 of the Participation Agreement, as the case may be. Such Subsequent Lessor Notes shall have a designation so as to distinguish such Subsequent Lessor Notes from the Lessor Notes theretofore issued, be dated their respective dates of issuance, bear interest at such rates (which may be either fixed or floating) as shall be agreed between the Facility Lessee and the Owner Lessor, and shall be stated to be payable by their terms not later than the latest date permitted therefore under Section 12.1 or 12.2 of the Participation Agreement, as the case may be. (c) Except as to any differences in the maturity dates of the Subsequent Lessor Notes or the rate or rates of interest thereon, such Subsequent Lessor Notes shall be on a parity with, and shall be entitled to the same benefits and security of this Lease Indenture, and shall be subject to the same terms hereof, as the other Lessor Notes issued pursuant to the terms hereof. (d) The terms, provisions and designations of such Subsequent Lessor Notes shall be set forth in a supplement to this Lease Indenture executed by the Owner Lessor, the Lease Indenture Trustee and the Security Agent. Such Subsequent Lessor Notes shall be executed, delivered and registered as provided in this Lease Indenture, but before such Subsequent Lessor Notes shall be delivered and registered there shall be delivered to the Lease Indenture Trustee and the Security Agent, in addition to other documents and certificates required by this Section 2.6, the following, all of which shall be dated as of the date of the supplement to this Lease Indenture: (i) a copy of such supplement (which shall include the form of such series of Subsequent Lessor Notes); (ii) unless the Subsequent Lessor Notes will upon issuance be the only Lessor Notes outstanding, evidence of the filing of record of such supplement, together with UCC lien searches, supplemental title reports, opinions, title insurance endorsements and such other evidence that may be reasonably required by the Lease Indenture Trustee or the Security Agent, as applicable, demonstrating that this Lease Indenture and such supplement provide a first-priority perfected lien and security interest, subject to Permitted Liens, in the Indenture Estate for the full amount of all Lessor Notes outstanding, including all Subsequent Lessor Notes described in such supplement and the issuer of the Debt Service Reserve Letter of Credit; (iii) an officer's certificate of an Authorized Officer of the Facility Lessee stating that (A) no Lease Default or Lease Event of Default has occurred and is continuing, (B) the conditions in respect of the issuance of such Subsequent Lessor Notes contained in this Section 2.6 have been satisfied, (C) the Basic Lease Rent and the Termination Value are calculated to be sufficient to pay all the outstanding Lessor Notes, after taking into account the issuance of such Subsequent Lessor Notes and any related prepayment of Lessor Notes theretofore outstanding and (D) all conditions to the Supplemental Financing or refinancing contained in Section 12.1 or 12.2 of the Participation Agreement or in any other provision of the Operative Documents have been satisfied; (iv) a Manager's Certificate of the Owner Lessor stating that no Lease Indenture Default has occurred and is continuing; and (v) an opinion of counsel to the Owner Lessor that the Subsequent Lessor Notes and the supplement to this Lease Indenture have been duly authorized, executed and delivered by the Owner Lessor and constitute the legal, valid and binding obligations of the Owner Lessor enforceable in accordance with their terms.

SUBSEQUENT LESSOR NOTES. (a) The Owner Lessor Trust may, subject to the conditions hereafter provided in this Section 2.62.13, issue additional Lessor Notes ("SUBSEQUENT LESSOR NOTES") under and secured by this Lease Indenture, at any time or from time to time for the purpose of (i) providing funds for a Supplemental Financing pursuant to Section 12.1 14.1 of the Participation Agreement (Subsequent Lessor Notes issued for such purpose, the "ADDITIONAL LESSOR NOTES") or (ii) refinancing the Lessor Notes or other Subsequent Lessor Notes pursuant to Section 12.2 14.2 of the Participation Agreement (Subsequent Lessor Notes issued for such purpose, the "NEW LESSOR NOTES"). (b) Before any Subsequent Lessor Notes shall be issued under the provisions of this Section 2.62.13, the Owner Lessor Facility Lessee shall have delivered to the Lease Indenture TrusteeOwner Trust, not less than 5 (15 days in the case of New Lessor Notes) days nor more than 60 days (or in the case of a Supplemental Financing under Section 12.1 14.1 of the Participation Agreement, 90 days) prior to the proposed date of issuance of such Subsequent Lessor Notes, a request and authorization to issue such Subsequent Lessor Notes, which request and authorization shall (i) contain the proposed date of issuance of such Lessor Notes and the terms thereof and (ii) include a certification by the Facility Lessee that the terms of such Lessor Notes are in compliance with this Section 2.6 2.13 and Section 12.1 14.1 or 12.2 14.2 of the Participation Agreement, as the case may be. Such Subsequent Lessor Notes shall have a designation so as to distinguish such Subsequent Lessor Notes from the Lessor Notes theretofore issued, be dated their respective dates of issuance, bear interest at such rates (which may be either fixed or floating) as shall be agreed between the Facility Lessee and the Owner LessorTrust, and shall be stated to be payable by their terms not later than the latest date permitted therefore therefor under Section 12.1 14.1 or 12.2 of the Participation Agreement, as the case may be. (c) Except as to any differences in the maturity dates of the Subsequent Lessor Notes or the rate or rates of interest thereon, such Subsequent Lessor Notes shall be on a parity with, and shall be entitled to the same benefits and security of this Lease Indenture, and shall be subject to the same terms hereof, as the other Lessor Notes issued pursuant to the terms hereof. (d) The terms, provisions and designations of such Subsequent Lessor Notes shall be set forth in a supplement to this Lease Indenture executed by the Owner Lessor, the Lease Indenture Trustee and the Security Agent. Such Subsequent Lessor Notes shall be executed, delivered and registered as provided in this Lease Indenture, but before such Subsequent Lessor Notes shall be delivered and registered there shall be delivered to the Lease Indenture Trustee and the Security Agent, in addition to other documents and certificates required by this Section 2.6, the following, all of which shall be dated as of the date of the supplement to this Lease Indenture: (i) a copy of such supplement (which shall include the form of such series of Subsequent Lessor Notes); (ii) unless the Subsequent Lessor Notes will upon issuance be the only Lessor Notes outstanding, evidence of the filing of record of such supplement, together with UCC lien searches, supplemental title reports, opinions, title insurance endorsements and such other evidence that may be reasonably required by the Lease Indenture Trustee or the Security Agent, as applicable, demonstrating that this Lease Indenture and such supplement provide a first-priority perfected lien and security interest, subject to Permitted Liens, in the Indenture Estate for the full amount of all Lessor Notes outstanding, including all Subsequent Lessor Notes described in such supplement and the issuer of the Debt Service Reserve Letter of Credit; (iii) an officer's certificate of an Authorized Officer of the Facility Lessee stating that (A) no Lease Default or Lease Event of Default has occurred and is continuing, (B) the conditions in respect of the issuance of such Subsequent Lessor Notes contained in this Section 2.6 have been satisfied, (C) the Basic Lease Rent and the Termination Value are calculated to be sufficient to pay all the outstanding Lessor Notes, after taking into account the issuance of such Subsequent Lessor Notes and any related prepayment of Lessor Notes theretofore outstanding and (D) all conditions to the Supplemental Financing or refinancing contained in Section 12.1 or 12.2 of the Participation Agreement or in any other provision of the Operative Documents have been satisfied; (iv) a Manager's Certificate of the Owner Lessor stating that no Lease Indenture Default has occurred and is continuing; and (v) an opinion of counsel to the Owner Lessor that the Subsequent Lessor Notes and the supplement to this Lease Indenture have been duly authorized, executed and delivered by the Owner Lessor and constitute the legal, valid and binding obligations of the Owner Lessor enforceable in accordance with their terms.14.2

SUBSEQUENT LESSOR NOTES. (a) The Owner Lessor may, subject to the conditions hereafter provided in this Section 2.6, issue additional Lessor Notes ("SUBSEQUENT LESSOR NOTES") under and secured by this Lease Indenture, at any time or from time to time for the purpose of (i) providing funds for a Supplemental Financing pursuant to Section 12.1 of the Participation Agreement (Subsequent Lessor Notes issued for such purpose, the "ADDITIONAL LESSOR NOTES") or (ii) refinancing the Lessor Notes or other Subsequent Lessor Notes pursuant to Section 12.2 of the Participation Agreement (Subsequent Lessor Notes issued for such purpose, the "NEW LESSOR NOTES"). (b) Before any Subsequent Lessor Notes shall be issued under the provisions of this Section 2.6, the Owner Lessor shall have delivered to the Lease Indenture Trustee, not less than 5 (15 days in the case of New Lessor Notes) days nor more than 60 days (or in the case of a Supplemental Financing under Section 12.1 of the Participation Agreement, 90 days) prior to the proposed date of issuance of such Subsequent Lessor Notes, a request and authorization to issue such Subsequent Lessor Notes, which request and authorization shall (i) contain the proposed date of issuance of such Lessor Notes and the terms thereof and (ii) include a certification by the Facility Lessee that the terms of such Lessor Notes are in compliance with this Section 2.6 and Section 12.1 or 12.2 of the Participation Agreement, as the case may be. Such Subsequent Lessor Notes shall have a designation so as to distinguish such Subsequent Lessor Notes from the Lessor Notes theretofore issued, be dated their respective dates of issuance, bear interest at such rates (which may be either fixed or floating) as shall be agreed between the Facility Lessee and the Owner Lessor, and shall be stated to be payable by their terms not later than the latest date permitted therefore under Section 12.1 or 12.2 of the Participation Agreement, as the case may be. (c) Except as to any differences in the maturity dates of the Subsequent Lessor Notes or the rate or rates of interest thereon, such Subsequent Lessor Notes shall be on a parity with, and shall be entitled to the same benefits and security of this Lease Indenture, and shall be subject to the same terms hereof, as the other Lessor Notes issued pursuant to the terms hereof. (d) The terms, provisions and designations of such Subsequent Lessor Notes shall be set forth in a supplement to this Lease Indenture executed by the Owner Lessor, the Lease Indenture Trustee and the Security Agent. Such Subsequent Lessor Notes shall be executed, delivered and registered as provided in this Lease Indenture, but before such Subsequent Lessor Notes shall be delivered and registered there shall be delivered to the Lease Indenture Trustee and the Security Agent, in addition to other documents and certificates required by this Section 2.6, the following, all of which shall be dated as of the date of the supplement to this Lease Indenture: (i) a copy of such supplement (which shall include the form of such series of Subsequent Lessor Notes); (ii) unless the Subsequent Lessor Notes will upon issuance be the only Lessor Notes outstanding, evidence of the filing of record of such supplement, together with UCC lien searches, supplemental title reports, opinions, title insurance endorsements and such other evidence that may be reasonably required by the Lease Indenture Trustee or the Security Agent, as applicable, demonstrating that this Lease Indenture and such supplement provide a first-priority perfected lien and security interest, subject to Permitted Liens, in the Indenture Estate for the full amount of all Lessor Notes outstanding, including all Subsequent Lessor Notes described in such supplement and the issuer of the Debt Service Reserve Letter of CreditCredit Secured Parties; (iii) an officer's certificate of an Authorized Officer of the Facility Lessee stating that (A) no Lease Default or Lease Event of Default has occurred and is continuing, (B) the conditions in respect of the issuance of such Subsequent Lessor Notes contained in this Section 2.6 have been satisfied, (C) the Basic Lease Rent and the Termination Value are calculated to be sufficient to pay all the outstanding Lessor Notes, after taking into account the issuance of such Subsequent Lessor Notes and any related prepayment of Lessor Notes theretofore outstanding and (D) all conditions to the Supplemental Financing or refinancing contained in Section 12.1 or 12.2 of the Participation Agreement or in any other provision of the Operative Documents have been satisfied; (iv) a Manager's Certificate of the Owner Lessor stating that no Lease Indenture Default has occurred and is continuing; and (v) an opinion of counsel to the Owner Lessor that the Subsequent Lessor Notes and the supplement to this Lease Indenture have been duly authorized, executed and delivered by the Owner Lessor and constitute the legal, valid and binding obligations of the Owner Lessor enforceable in accordance with their terms.

SUBSEQUENT LESSOR NOTES. (a) The Owner Lessor may, subject to the conditions hereafter provided in this Section 2.6, issue additional Lessor Notes ("SUBSEQUENT LESSOR NOTESSubsequent Lessor Notes") under and secured by this Lease Indenture, at any time or from time to time for the purpose of (i) providing funds for a Supplemental Financing pursuant to Section 12.1 of the Participation Agreement (Subsequent Lessor Notes issued for such purpose, the "ADDITIONAL LESSOR NOTESAdditional Lessor Notes") or (ii) refinancing the Lessor Notes or other Subsequent Lessor Notes pursuant to Section 12.2 of the Participation Agreement (Subsequent Lessor Notes issued for such purpose, the "NEW LESSOR NOTESNew Lessor Notes"). (b) Before any Subsequent Lessor Notes shall be issued under the provisions of this Section 2.6, the Owner Lessor shall have delivered to the Lease Indenture Trustee, not less than 5 (15 days in the case of New Lessor Notes) days nor more than 60 days (or in the case of a Supplemental Financing under Section 12.1 of the Participation Agreement, 90 days) prior to the proposed date of issuance of such Subsequent Lessor Notes, a request and authorization to issue such Subsequent Lessor Notes, which request and authorization shall (i) contain the proposed date of issuance of such Lessor Notes and the terms thereof and (ii) include a certification by the Facility Lessee that the terms of such Lessor Notes are in compliance with this Section 2.6 and Section 12.1 or 12.2 of the Participation Agreement, as the case may be. Such Subsequent Lessor Notes shall have a designation so as to distinguish such Subsequent Lessor Notes from the Lessor Notes theretofore issued, be dated their respective dates of issuance, bear interest at such rates (which may be either fixed or floating) as shall be agreed between the Facility Lessee and the Owner Lessor, and shall be stated to be payable by their terms not later than the latest date permitted therefore under Section 12.1 or 12.2 of the Participation Agreement, as the case may be. (c) Except as to any differences in the maturity dates of the Subsequent Lessor Notes or the rate or rates of interest thereon, such Subsequent Lessor Notes shall be on a parity with, and shall be entitled to the same benefits and security of this Lease Indenture, and shall be subject to the same terms hereof, as the other Lessor Notes issued pursuant to the terms hereof. (d) The terms, provisions and designations of such Subsequent Lessor Notes shall be set forth in a supplement to this Lease Indenture executed by the Owner Lessor, the Lease Indenture Trustee and the Security Agent. Such Subsequent Lessor Notes shall be executed, delivered and registered as provided in this Lease Indenture, but before such Subsequent Lessor Notes shall be delivered and registered there shall be delivered to the Lease Indenture Trustee and the Security Agent, in addition to other documents and certificates required by this Section 2.6, the following, all of which shall be dated as of the date of the supplement to this Lease Indenture: (i) a copy of such supplement (which shall include the form of such series of Subsequent Lessor Notes); (ii) unless the Subsequent Lessor Notes will upon issuance be the only Lessor Notes outstanding, evidence of the filing of record of such supplement, together with UCC lien searches, supplemental title reports, opinions, title insurance endorsements and such other evidence that may be reasonably required by the Lease Indenture Trustee or the Security Agent, as applicable, demonstrating that this Lease Indenture and such supplement provide a first-priority perfected lien and security interest, subject to Permitted Liens, in the Indenture Estate for the full amount of all Lessor Notes outstanding, including all Subsequent Lessor Notes described in such supplement and the issuer of the Debt Service Reserve Letter of CreditCredit Secured Parties; (iii) an officer's certificate of an Authorized Officer of the Facility Lessee stating that (A) no Lease Default or Lease Event of Default has occurred and is continuing, (B) the conditions in respect of the issuance of such Subsequent Lessor Notes contained in this Section 2.6 have been satisfied, (C) the Basic Lease Rent and the Termination Value are calculated to be sufficient to pay all the outstanding Lessor Notes, after taking into account the issuance of such Subsequent Lessor Notes and any related prepayment of Lessor Notes theretofore outstanding and (D) all conditions to the Supplemental Financing or refinancing contained in Section 12.1 or 12.2 of the Participation Agreement or in any other provision of the Operative Documents have been satisfied; (iv) a Manager's Certificate of the Owner Lessor stating that no Lease Indenture Default has occurred and is continuing; and (v) an opinion of counsel to the Owner Lessor that the Subsequent Lessor Notes and the supplement to this Lease Indenture have been duly authorized, executed and delivered by the Owner Lessor and constitute the legal, valid and binding obligations of the Owner Lessor enforceable in accordance with their terms.

SUBSEQUENT LESSOR NOTES. (a) The Owner Lessor may, subject to the conditions hereafter provided in this Section 2.6, issue additional Lessor Notes ("SUBSEQUENT LESSOR NOTES") under and secured by this Lease Indenture, at any time or from time to time for the purpose of (i) providing funds for a Supplemental Financing pursuant to Section 12.1 of the Participation Agreement (Subsequent Lessor Notes issued for such purpose, the "ADDITIONAL LESSOR NOTES") or (ii) refinancing the Lessor Notes or other Subsequent Lessor Notes pursuant to Section 12.2 of the Participation Agreement (Subsequent Lessor Notes issued for such purpose, the "NEW LESSOR NOTES"). (b) Before any Subsequent Lessor Notes shall be issued under the provisions of this Section 2.6, the Owner Lessor shall have delivered to the Lease Indenture Trustee, not less than 5 (15 days in the case of New Lessor Notes) days nor more than 60 days (or in the case of a Supplemental Financing under Section 12.1 of the Participation Agreement, 90 days) prior to the proposed date of issuance of such Subsequent Lessor Notes, a request and authorization to issue such Subsequent Lessor Notes, which request and authorization shall (i) contain the proposed date of issuance of such Lessor Notes and the terms thereof and (ii) include a certification by the Facility Lessee that the terms of such Lessor Notes are in compliance with this Section 2.6 and Section 12.1 or 12.2 of the Participation Agreement, as the case may be. Such Subsequent Lessor Notes shall have a designation so as to distinguish such Subsequent Lessor Notes from the Lessor Notes theretofore issued, be dated their respective dates of issuance, bear interest at such rates (which may be either fixed or floating) as shall be agreed between the Facility Lessee and the Owner Lessor, and shall be stated to be payable by their terms not later than the latest date permitted therefore under Section 12.1 or 12.2 of the Participation Agreement, as the case may be. (c) Except as to any differences in the maturity dates of the Subsequent Lessor Notes or the rate or rates of interest thereon, such Subsequent Lessor Notes shall be on a parity with, and shall be entitled to the same benefits and security of this Lease Indenture, and shall be subject to the same terms hereof, as the other Lessor Notes issued pursuant to the terms hereof. (d) The terms, provisions and designations of such Subsequent Lessor Notes shall be set forth in a supplement to this Lease Indenture executed by the Owner Lessor, the Lease Indenture Trustee and the Security Agent. Such Subsequent Lessor Notes shall be executed, delivered and registered as provided in this Lease Indenture, but before such Subsequent Lessor Notes shall be delivered and registered there shall be delivered to the Lease Indenture Trustee and the Security Agent, in addition to other documents and certificates required by this Section 2.6, the following, all of which shall be dated as of the date of the supplement to this Lease Indenture: (i) a copy of such supplement (which shall include the form of such series of Subsequent Lessor Notes); (ii) unless the Subsequent Lessor Notes will upon issuance be the only Lessor Notes outstanding, evidence of the filing of record of such supplement, together with UCC lien searches, supplemental title reports, opinions, title insurance endorsements and such other evidence that may be reasonably required by the Lease Indenture Trustee or the Security Agent, as applicable, demonstrating that this Lease Indenture and such supplement provide a first-priority perfected lien and security interest, subject to Permitted Liens, in the Indenture Estate for the full amount of all Lessor Notes outstanding, including all Subsequent Lessor Notes described in such supplement and the issuer of the Debt Service Reserve Letter of Credit; (iii) an officer's certificate of an Authorized Officer of the Facility Lessee stating that (A) no Lease Default or Lease Event of Default has occurred and is continuing, (B) the conditions in respect of the issuance of such Subsequent Lessor Notes contained in this Section 2.6 have been satisfied, (C) the Basic Lease Rent and the Termination Value are calculated to be sufficient to pay all the outstanding Lessor Notes, after taking into account the issuance of such Subsequent Lessor Notes and any related prepayment of Lessor Notes theretofore outstanding and (D) all conditions to the Supplemental Financing or refinancing contained in Section 12.1 or 12.2 of the Participation Agreement or in any other provision of the Operative Documents have been satisfied; (iv) a ManagerManger's Certificate of the Owner Lessor stating that no Lease Indenture Default has occurred and is continuing; and (v) an opinion of counsel to the Owner Lessor that the Subsequent Lessor Notes and the supplement to this Lease Indenture have been duly authorized, executed and delivered by the Owner Lessor and constitute the legal, valid and binding obligations of the Owner Lessor enforceable in accordance with their terms.