Common use of Optional Refinancing of Lease Debt Clause in Contracts

Optional Refinancing of Lease Debt. The Facility Lessee shall have the right, exercisable at any time on no more than three occasions, to request the Owner Lessor (and the Owner Lessor shall reasonably consider and not unreasonably withhold its consent), to refund or refinance the Lease Debt, in whole but not in part, through the issuance of Additional Lessor Notes; provided that all conditions to the issuance of such Additional Lessor Notes contained in Section 2.12 of the Collateral Trust Indenture shall have been satisfied and all applicable Make-Whole Amounts shall have been paid. Any refinancing under this Section 11.2 shall also be subject to satisfaction of the following additional conditions: the Owner Lessor shall be able to issue and sell such debt in an amount adequate to accomplish such refunding or refinancing; with respect to the refinancing of the Initial Lessor Notes of a particular maturity, such Additional Lessor Notes shall have a final maturity no later than the final maturity date of such Initial Lessor Notes and will be fully repaid out of Basic Rent during the Facility Lease Term; appropriate adjustments to Basic Rent and Termination Value shall be made to preserve the Owner Participant's Net Economic Return; provided that no adjustments shall be made to the amortization schedule; no Significant Lease Default or Lease Event of Default shall have occurred and be continuing; the Owner Participant shall suffer no adverse accounting effects under GAAP; the Facility Lessee shall have made or delivered such representations, warranties, covenants, opinions and certificates as the Owner Participant may reasonably request, which representations, warranties, covenants and agreements shall be of no greater scope than those provided by the Facility Lessee on the Closing Date under the Operative Documents to which it is a party (except to the extent necessitated by differences between existing Operative Documents and the terms and conditions of the proposed refinancing); all documentation in connection with such refinancing shall be reasonably satisfactory to the Owner Lessor and the Owner Participant; the Owner Participant shall receive a consent fee of $100,000 in the aggregate for each refinancing after the first such refinancing; the Lease Debt as financed constitutes qualified nonrecourse indebtedness within the meaning of Treasury Regulations Section 1-861-10T(b) and the Owner Participant shall have received an opinion satisfactory to it to such effect; and the Owner Participant shall receive an opinion satisfactory to it that the refinancing (as opposed to the right to request such refinancing) shall not result in any incremental tax risk not indemnified to the Owner Participant's satisfaction. Calpine shall have affirmed in writing to the Transaction Parties that the Calpine Guaranty covers the additional indebtedness contemplated by this Section 11.2.

Optional Refinancing of Lease Debt. The Facility Lessee shall have the right, exercisable at any time on no more than three occasions, to request the Owner Lessor (and the Owner Lessor shall reasonably consider and not unreasonably withhold its consent), to refund or refinance the Lease Debt, in whole but not in part, through the issuance of Additional Lessor Notes; provided that all conditions to the issuance of such Additional Lessor Notes contained in Section 2.12 of the Collateral Trust Indenture shall have been satisfied and all applicable Make-Whole Amounts shall have been paid. Any refinancing under this Section 11.2 shall also be subject to satisfaction of the following additional conditions: the Owner Lessor shall be able to issue and sell such debt in an amount adequate to accomplish such refunding or refinancing; with respect to the refinancing of the Initial Lessor Notes of a particular maturity, such Additional Lessor Notes shall have a final maturity no later than the final maturity date of such Initial Lessor Notes and will be fully repaid out of Basic Rent during the Facility Lease Term; appropriate adjustments to Basic Rent and Termination Value shall be made to preserve the Owner Participant's Net Economic Return; provided that no adjustments shall be made to the amortization schedule; no Significant Lease Default or Lease Event of Default shall have occurred and be continuing; the Owner Participant shall suffer no adverse accounting effects under GAAP; the Facility Lessee shall have made or delivered such representations, warranties, covenants, opinions and certificates as the Owner Participant may reasonably request, which representations, warranties, covenants and agreements shall be of no greater scope than those provided by the Facility Lessee on the Closing Date under the Operative Documents to which it is a party (except to the extent necessitated by differences between existing Operative Documents and the terms and conditions of the proposed refinancing); all documentation in connection with such refinancing shall be reasonably satisfactory to the Owner Lessor and the Owner Participant; the Owner Participant shall receive a consent fee of $100,000 in the aggregate for each refinancing after the first such refinancing; the Lease Debt as financed constitutes qualified nonrecourse indebtedness within the meaning of Treasury Regulations Section 1-861-10T(b) and the Owner Participant shall have received an opinion satisfactory to it to such effect; and the Owner Participant shall receive an opinion satisfactory to it that the refinancing (as opposed to the right to request such refinancing) shall not result in any incremental tax risk not indemnified to the Owner Participant's satisfaction. Calpine shall have affirmed in writing to the Transaction Parties that the Calpine Guaranty covers the additional indebtedness contemplated by this Section 11.2.;

Optional Refinancing of Lease Debt. The Facility Lessee shall have the right, exercisable at any time on no more than three occasions, to request the Owner Lessor (and the Owner Lessor shall reasonably consider and not unreasonably withhold its consent), to refund or refinance the Lease Debt, in whole but not in part, through the issuance of Additional Lessor Notes; provided that all 66 conditions to the issuance of such Additional Lessor Notes contained in Section 2.12 of the Collateral Trust Indenture shall have been satisfied and all applicable Make-Whole Amounts shall have been paid. Any refinancing under this Section 11.2 shall also be subject to satisfaction of the following additional conditions: the Owner Lessor shall be able to issue and sell such debt in an amount adequate to accomplish such refunding or refinancing; with respect to the refinancing of the Initial Lessor Notes of a particular maturity, such Additional Lessor Notes shall have a final maturity no later than the final maturity date of such Initial Lessor Notes and will be fully repaid out of Basic Rent during the Facility Lease Term; appropriate adjustments to Basic Rent and Termination Value shall be made to preserve the Owner Participant's Net Economic Return; provided that no adjustments shall be made to the amortization schedule; no Significant Lease Default or Lease Event of Default shall have occurred and be continuing; the Owner Participant shall suffer no adverse accounting effects under GAAP; the Facility Lessee shall have made or delivered such representations, warranties, covenants, opinions and certificates as the Owner Participant may reasonably request, which representations, warranties, covenants and agreements shall be of no greater scope than those provided by the Facility Lessee on the Closing Date under the Operative Documents to which it is a party (except to the extent necessitated by differences between existing Operative Documents and the terms and conditions of the proposed refinancing); all documentation in connection with such refinancing shall be reasonably satisfactory to the Owner Lessor and the Owner Participant; the Owner Participant shall receive a consent fee of $100,000 in the aggregate for each refinancing after the first such refinancing; the Lease Debt as financed constitutes qualified nonrecourse indebtedness within the meaning of Treasury Regulations Section 1-861-10T(b) and the Owner Participant shall have received an opinion satisfactory to it to such effect; and the Owner Participant shall receive an opinion satisfactory to it that the refinancing (as opposed to the right to request such refinancing) shall not result in any incremental tax risk not indemnified to the Owner Participant's satisfaction. Calpine shall have affirmed in writing to the Transaction Parties that the Calpine Guaranty covers the additional indebtedness contemplated by this Section 11.2.