Refunding. So long as no Material Default or Event of Default shall be in existence and Zenith simultaneously requests a refunding or refinancing under the U.S. Participation Agreement, and subject to satisfaction of the terms and conditions set forth in this Article XI and in Section 2.12 of the Indenture, the Lessee shall have the right to request the Owner Participant to effect, and the Owner Participant, the Owner Trustee and the Indenture Trustee agree, at the sole cost and expense of the Lessee whether or not such refunding is consummated, to cooperate to effect, an optional prepayment of all, but not less than all, of the Notes pursuant to Section 2.12 of the Indenture as part of a refunding or refinancing, on the terms set forth in this Article XI and such Section 2.12 (such refunding or refinancing, a "Refunding"); provided, that the Lessee shall have the right to so request a Refunding and a "Refunding" under and as defined in the U.S. Participation Agreement only twice in the aggregate; provided further, that a substantially simultaneous Refunding hereunder with a "Refunding" under the U.S. Participation Agreement shall be deemed as one refunding request for purposes of such limit and; provided further, that the Owner Participant shall in any event have the right to consent to any such Refunding, which consent the Owner Participant may withhold in the Owner Participant's sole good faith discretion; except that the Owner Participant shall not have such consent right if and to the extent Hunton & ▇▇▇▇▇▇▇▇, or such other counsel selected by the Owner Participant and reasonably acceptable to the Lessee, delivers an opinion to the Owner Participant (which opinion the Owner Participant agrees to timely request at the time of such Refunding) that, as a result of a change in or clarification of Regulations under Section 467 of the Code (which change or clarification occurs after the Equipment Closing Date and before such Refunding), the absence of such consent right shall not adversely affect the eligibility of the Lease for initial and continued compliance with Section 1.467-3(c)(2)(i) of the Regulations. In connection with a Refunding:
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Refunding. (a) So long as no Material Default or Event of Default has ---------- occurred and is continuing, the Owner Participant and the Owner Trustee each agree that (i) prepayment of the Certificates as contemplated by Section 6.02(B) of the Indenture shall be in existence and Zenith simultaneously requests a refunding or refinancing under made only with the U.S. Participation Agreementconsent of the Lessee, and subject (ii) to satisfaction the extent that an optional prepayment of the Certificates is permitted by the Indenture, they will each cooperate with the Lessee to implement, in addition to other prepayments permitted or required by this Agreement or the Lease, not more than one refunding of the Certificates (including, without limitation, the execution, delivery and/or provision of any appropriate additional or modified amendment, representation, warranty, certificate, opinion or other document that may reasonably be requested by the Lessee or any other person in connection with such refunding and are reasonably satisfactory to, and in their judgment not adverse to the interests of, the Owner Participant and the Owner Trustee) at such interest rates and on such other terms as may be satisfactory to the Lessee and conditions at the expense of the Lessee, provided that (x) such refunding shall satisfy -------- the requirements set forth in this Article XI and in Section 2.12 3(e) of the IndentureLease, (y) the outstanding principal amount of the Certificates shall not be changed in any such refunding transaction and (z) all payments of Basic Rent and all payments relating to the Certificates shall always be U.S. dollar denominated. Notwithstanding anything herein to the contrary, no refunding will be permitted unless the Owner Participant shall have received at least 3 Business Days prior written notice of the closing date of such refunding, the Owner Participant shall have been provided such longer period required for a reasonable opportunity to review the relevant documentation and the Owner Participant shall have determined in good faith that neither it nor the Owner Trustee shall suffer any loss or expense or bear any increased risk as a result of such refunding (including, without limitation, any risk with respect to taxes or other adverse consequences to the Owner Participant including the application of Revenue Procedures 75-21 and 75- 28 and Section 467 of the Code (to the extent the original rent structure under the Lease complied with Revenue Procedures 75-21 and 75-28 and Section 467 of the Code on the Closing Date, it being understood that, to the extent that the original rent structure complied on the Closing Date with any grandfather or similar provisions in any regulations under Section 467 or other administrative pronouncement interpreting Section 467, such structure shall be deemed to have been in compliance with Section 467 on the Closing Date)) for which it has not been or will not have been indemnified by the Lessee in a manner satisfactory in all respects to the Owner Participant.
(b) The Lessee hereby agrees to pay on an after-tax basis all reasonable fees and out-of-pocket expenses (including without limitation, reasonable fees and expenses of counsel) incurred by the Owner Participant, the Owner Trustee, and the Indenture Trustee in connection with any refunding or amendment pursuant to this Section 20.
(c) The Lessee agrees that neither it nor any of its Affiliates shall at any time purchase or hold certificates issued pursuant to Section 20(a) hereof ("Refunding Certificates") other than Refunding Certificates scheduled to mature within the twelve month period beginning on the date of such purchase but in no event shall the Lessee and its Affiliates hold at any one time Refunding Certificates representing more than 5% of the Refunding Certificates then outstanding (including such Refunding Certificates held by the Lessee and its Affiliates). To the extent any installment of Basic Rent due is to be applied in redemption of outstanding Refunding Certificates, maturing on a Basic Rent payment date, the Lessee shall have the right but not the obligation to request either (i) deliver to the Indenture Trustee for cancellation, in payment of a like amount of Basic Rent, a principal amount of Refunding Certificates not exceeding the principal amount of Refunding Certificates maturing on such date or (ii) if such an optional redemption is permitted under the terms of any Refunding Certificate, have Refunding Certificates held by it in a principal amount not exceeding the principal amount of Refunding Certificate to be redeemed on such date redeemed in priority to all other Refunding Certificates.
(d) [Intentionally Omitted]
(e) In the case of a refunding involving a public offering of debt securities, (1) the offering materials (including any registration statement) for the refunding transaction shall describe the Owner Participant to effectand the Owner Trustee, and the terms of the transaction among the Owner Participant, the Owner Trustee and the Indenture Trustee agreeLessee, at the sole cost and expense of the Lessee whether or not such refunding is consummated, to cooperate to effect, an optional prepayment of all, but not less than all, of the Notes pursuant to Section 2.12 of the Indenture as part of a refunding or refinancing, on the terms set forth in this Article XI and such Section 2.12 (such refunding or refinancing, a "Refunding"); provided, that the Lessee shall have the right to so request a Refunding and a "Refunding" under and as defined in the U.S. Participation Agreement only twice in the aggregate; provided further, that a substantially simultaneous Refunding hereunder with a "Refunding" under the U.S. Participation Agreement shall be deemed as one refunding request for purposes of such limit and; provided further, that the Owner Participant shall in any event have the right to consent to any such Refunding, which consent the Owner Participant may withhold in the Owner Participant's sole good faith discretion; except that the Owner Participant shall not have such consent right if and to the extent Hunton & ▇▇▇▇▇▇▇▇required by applicable United States federal and state securities laws, or and such other counsel selected by offering materials shall be otherwise reasonably acceptable to the Owner Participant and reasonably acceptable the Owner Trustee to the extent such materials describe the Owner Participant or the Owner Trustee or the terms of the transaction among the Owner Participant, the Owner Trustee and the Lessee, delivers an opinion but such offering materials shall not include any financial information about the Owner Participant and (2) the structure of the offering shall be reasonably satisfactory to the Owner Participant from a tax point of view.
(which opinion f) No refunding pursuant to this Section 20 shall permit any floating rate debt to be outstanding at any time after September 30, 1999.
(g) The Lessee, the Indenture Trustee, the Owner Trustee and the Owner Participant agrees each agree to timely request at the time execute any document necessary or advisable to implement Section 20 of such Refunding) thatthis Agreement (including, as a result of a change in or clarification of Regulations under Section 467 of the Code (which change or clarification occurs after the Equipment Closing Date and before such Refunding)without limitation, the absence execution, delivery and/or provision of such consent right shall not adversely affect any appropriate additional or modified amendment, representation, warranty, certificate, opinion or other document that may reasonably be requested by the eligibility of the Lease for initial and continued compliance with Section 1.467-3(c)(2)(i) of the Regulations. In connection with a Refunding:Lessee or any other person).
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