Refinancing Generally Sample Clauses
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 accurac...
Refinancing Generally. 69 (b) Limitation on Redemption . . . . . . . . . . . 72 ANNEXES ANNEX A - Definitions SCHEDULES SCHEDULE I - Names and Addresses SCHEDULE II - Commitments SCHEDULE III - Pass Through Trust Agreement and Pass Through Trust Supplements EXHIBITS Exhibit A - Schedule of Countries Authorized for Reregistration Exhibit B-1 - Form of Opinion of Skadden, Arps, Slate, M▇▇▇▇▇▇ & F▇▇▇ (Illinois), special counsel for Lessee Exhibit B-2 - Form of Opinion of Skadden, Arps, Slate, M▇▇▇▇▇▇ & F▇▇▇ LLP, special counsel for Lessee Exhibit B-3 - Form of Opinion of Lessee's Legal Department Exhibit C-1 - Form of Opinion of , special counsel for the Manufacturer and the Seller Exhibit C-2 - Form of Opinion of Manufacturer's Legal Department Exhibit D - Form of Opinion of Ray, Q▇▇▇▇▇▇ & N▇▇▇▇▇▇, special counsel for the Owner Trustee Exhibit E-1 - Form of Opinion of ______________, special counsel for the Owner Participant Exhibit E-2 - Form of Opinion of Owner Participant's in-house counsel Exhibit F - Form of Opinion of C▇▇▇▇ & D▇▇▇▇▇▇, P.C., special FAA Counsel Exhibit G - Form of Opinion of B▇▇▇▇▇▇ ▇▇▇▇ LLP, special counsel for the Indenture Trustee Exhibit H - Form of Opinion of B▇▇▇▇▇▇ ▇▇▇▇ LLP, special counsel for the Pass Through Trustee Exhibit I - Form of Opinion of B▇▇▇▇▇▇ ▇▇▇▇ LLP, special counsel for the Subordination Agent PARTICIPATION AGREEMENT (US Airways, Inc. Trust No. N7__UW) THIS PARTICIPATION AGREEMENT (US Airways, Inc. Trust No. N7__UW) dated as of _______ ___, 199_ (as amended, supplemented or otherwise modified from time to time, this "Agreement") among (i) US AIRWAYS, INC., a Delaware corporation (together with its successors and permitted assigns, the "Lessee", (ii) [_______________], a ______________ (together with its successors and permitted assigns, the "Owner Participant"), (iii) STATE STREET BANK AND TRUST COMPANY, a Massachusetts trust company, as pass through trustee under each of three separate Pass Through Trust Agreements (in such capacity, together with its successors and permitted assigns, the "Pass Through Trustee"), subordination agent and trustee under the Intercreditor Agreement (in such capacity, together with its successors and permitted assigns, the "Subordination Agent"), and Indenture Trustee under the Trust Indenture (in such capacity, together with any successor indenture trustee, the "Indenture Trustee"), and (iv) FIRST SECURITY BANK, NATIONAL ASSOCIATION, a national banking association, not in its individual capacity except as...
Refinancing Generally. 75 (b) Limitation on Redemption . . . . . . . . . . . . . . . . . . 78 ANNEXES ANNEX A - Definitions [ANNEX B - Like Kind Exchange Documents](1) SCHEDULES SCHEDULE I - Names and Addresses SCHEDULE II - Commitments SCHEDULE III - Pass Through Trust Agreement and Pass Through Trust Supplements EXHIBITS Exhibit A - Form of Opinion of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ (Illinois), special counsel for Lessee Exhibit B - Form of Opinion of Lessee's Legal Department Exhibit C - Form of Opinion of ▇▇▇▇▇▇▇▇ Chance Regarding Manufacturer Documents Exhibit D - Form of Opinion of Ray, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, special counsel for the Owner Trustee Exhibit E-1 - Form of Opinion of special counsel for the Owner Participant Exhibit E-2 - Form of Opinion of Owner Participant's in-house counsel Exhibit F - Form of Opinion of ▇▇▇▇▇ & ▇▇▇▇▇▇▇, P.C., special FAA Counsel Exhibit G - Form of Opinion of ▇▇▇▇▇▇▇ ▇▇▇▇ LLP, special counsel for the Indenture Trustee Exhibit H - Form of Opinion of ▇▇▇▇▇▇▇ ▇▇▇▇ LLP, special counsel for the Pass Through Trustee Exhibit I u Form of Opinion of ▇▇▇▇▇▇▇ ▇▇▇▇ LLP, special counsel for the Subordination Agent