Common use of Optional Redemptions Clause in Contracts

Optional Redemptions. Subject to the provisions of Section 3.12 hereof, the Issuer may elect to redeem any subclass of Notes in a Redemption in whole or in part at the Redemption Price (after giving effect to any payment thereof on such Redemption Date under Section 3.09 hereof) on the Notes to be redeemed upon the payment of the Redemption Price; provided, however, no Redemption Premium is payable with any Optional Redemption (i) utilizing the proceeds of the issuance of Refinancing Notes for a Refinancing of such subclass of Notes on any Payment Date after the fifth anniversary of the Initial Closing Date (each, a “Refinancing Date”), (ii) while a Rapid Amortization Event has occurred and is continuing, (iii) in connection with the Total Loss of an Aircraft, or (iv) in connection with any Aircraft Disposition that occurs after the second anniversary of the Initial Closing Date and prior to the fifth anniversary of the Initial Closing Date so long as the aggregate amount of all such Redemptions prior to the fifth anniversary of the Initial Closing Date does not exceed 25% of the aggregate initial Outstanding Principal Balance of the Notes (it being understood that in connection with any Redemption that is subject to a Redemption Premium pursuant to this clause (iv), Redemption Premium shall only be payable on the portion of the Outstanding Principal Balance of the Notes being so redeemed that exceeds such 25% threshold), in each case provided that after the giving of a Default Notice or the Acceleration of any Note, the Notes may be redeemed only in whole but not in part pursuant to this Section 3.11 and that such Refinancing or Optional Redemption shall be effected as provided in Section 3.12. No optional prepayments of any subclass of Notes shall be permitted except any Refinancing or Optional Redemption in accordance with this Section 3.11(a), provided that prepayments of such subclass of Notes shall be required in connection with Aircraft Dispositions as provided herein, as well as in the circumstances described in this Section 3.11.

Optional Redemptions. Subject (a) At any time prior to the provisions of Section 3.12 hereofJuly 28, 2025, the Issuer may elect to may, on one or more occasions, redeem any subclass of Notes in a Redemption the Notes, in whole or in part part, at a redemption price equal to 100.0% of the Redemption Price principal amount of the Notes redeemed, plus the Applicable Premium, as of, and accrued and unpaid interest, if any, to (after giving effect but not including) the applicable redemption date, subject to any payment thereof on such Redemption Date under Section 3.09 hereof) the rights of Holders on the Notes relevant Record Date to receive interest due on the relevant Interest Payment Date. The Trustee shall not be redeemed upon responsible for verifying or calculating the payment of the Redemption Price; provided, however, no Redemption Premium is payable with Applicable Premium. (b) At any Optional Redemption (i) utilizing the proceeds of the issuance of Refinancing Notes for a Refinancing of such subclass of Notes on any Payment Date after the fifth anniversary of the Initial Closing Date (each, a “Refinancing Date”), (ii) while a Rapid Amortization Event has occurred and is continuing, (iii) in connection with the Total Loss of an Aircraft, or (iv) in connection with any Aircraft Disposition that occurs after the second anniversary of the Initial Closing Date and time prior to July 28, 2025, the fifth anniversary of the Initial Closing Date so long as the aggregate amount of all such Redemptions prior Issuer may, on one or more occasions, redeem up to the fifth anniversary of the Initial Closing Date does not exceed 2540.0% of the aggregate initial Outstanding Principal Balance principal amount of the Notes at a redemption price equal to 107.95% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to (but not including) the applicable redemption date, subject to the rights of Holders on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with the equivalent of the net cash proceeds from one or more (x) Equity Offerings and/or (y) INVIT Offerings; provided that at least 60.0% of the aggregate principal amount of the Notes (it being understood that in connection with excluding Notes held by RPPL or any Redemption that is subject to a Redemption Premium pursuant to this clause of its Subsidiaries) remains outstanding immediately after the occurrence of such redemption and the applicable redemption occurs within ninety (iv), Redemption Premium shall only be payable on the portion 90) days of the Outstanding Principal Balance date of the closing of the applicable Equity Offering or INVIT Offering, as the case may be. (c) At any time on or after July 28, 2025, the Issuer may, on one or more occasions, redeem the Notes, in whole or in part, at the redemption prices (expressed as percentages of principal amount of the Notes being so redeemed that exceeds such 25% thresholdredeemed) set forth below, plus accrued and unpaid interest, if any, on the Notes redeemed, to (but not including), in each case provided that after the giving applicable redemption date, if redeemed during the periods indicated below, subject to the rights of a Default Notice or Holders on the Acceleration of any Noterelevant Record Date to receive interest on the relevant Interest Payment Date: July 28, the Notes may be redeemed only in whole but not in part pursuant 2025 to this Section 3.11 January 27, 2026 103.975% January 28, 2026 and that such Refinancing or Optional Redemption shall be effected as provided in Section 3.12. No optional prepayments of any subclass of Notes shall be permitted except any Refinancing or Optional Redemption in accordance with this Section 3.11(a), provided that prepayments of such subclass of Notes shall be required in connection with Aircraft Dispositions as provided herein, as well as in the circumstances described in this Section 3.11.thereafter 100.0%

Optional Redemptions. Subject In addition to the redemption or repurchase of the Notes required under Section 2.6.1 and Section 2.6.4, and if there is no event of default existing under the Senior Credit Agreement and subject to the terms of the Intercreditor Agreement (Senior Debt) and OpBiz's compliance with the provisions of Section 3.12 hereof8.2(d) of the Senior Credit Agreement, the Issuer Company may elect to voluntarily redeem any subclass the outstanding principal amount of the Notes (including PIK Interest capitalized thereto) in a Redemption in whole whole, or in part (in a minimum amount of at the Redemption Price (after giving effect to any payment thereof on such Redemption Date under Section 3.09 hereof) least $1,000,000 and integral multiples of $100,000), together with all accrued and unpaid interest on the Notes amount so redeemed through the date of redemption, at any time and from time to time at a redemption price equal to the sum of the principal amount to be redeemed upon plus the payment prepayment premium indicated below corresponding to the period in which the redemption occurs (such premium, the "Prepayment Premium"). Period Prepayment Premium ------ ------------------ Funding Date through August 8, 2008 Noncallable August 9, 2008 through August 8, 2009 8% of the Redemption Price; providedprincipal amount to be redeemed August 9, however2009 through August 8, no Redemption Premium is payable 2010 4% of the principal amount to be redeemed After August 9, 2010 None Notwithstanding anything in this Agreement to the contrary, the Company may redeem the Notes, together with any Optional Redemption all accrued and unpaid interest thereon (including PIK Interest) at a redemption price equal to the sum of the principal amount to be redeemed plus a premium of 16% prior to August 8, 2008 if (i) utilizing the Company uses the proceeds of a public equity offering by the issuance Company, OpBiz (but only to the extent there is no event of Refinancing Notes for a Refinancing of such subclass of Notes on any Payment Date after default existing under the fifth anniversary Senior Credit Agreement and subject to the terms of the Initial Closing Date Intercreditor Agreement (each, a “Refinancing Date”Senior Debt) and OpBiz's compliance with the provisions of Section 8.2(d) of the Senior Credit Agreement), EquityCo and/or BH/RE to fund such redemption, and (ii) while a Rapid Amortization Event has occurred and is continuing, (iii) in connection with the Total Loss of an Aircraft, or (iv) in connection with any Aircraft Disposition that occurs after the second anniversary of the Initial Closing Date and prior to the fifth anniversary of the Initial Closing Date so long as the aggregate amount of all such Redemptions prior to the fifth anniversary of the Initial Closing Date does not exceed 25at least 65% of the aggregate initial Outstanding Principal Balance principal amount of the Notes (it being understood that in connection with any Redemption that is subject to a Redemption Premium pursuant to this clause (iv), Redemption Premium shall only be payable on the portion of the Outstanding Principal Balance of the Notes being so redeemed that exceeds such 25% threshold), in each case provided that remain outstanding immediately after the giving of a Default Notice or the Acceleration of any Note, the Notes may be redeemed only in whole but not in part pursuant to this Section 3.11 and that such Refinancing or Optional Redemption shall be effected as provided in Section 3.12. No optional prepayments of any subclass of Notes shall be permitted except any Refinancing or Optional Redemption in accordance with this Section 3.11(a), provided that prepayments occurrence of such subclass of Notes shall be required in connection with Aircraft Dispositions as provided herein, as well as in the circumstances described in this Section 3.11redemption.

Optional Redemptions. Subject (a) At any time prior to August 19, 2023 upon not less than 30 nor more than 60 days’ prior notice, the Company may, on any one or more occasions, redeem up to 40% of the aggregate principal amount of Notes issued under the Indenture at a redemption price of 103.575% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to (but not including) the applicable redemption date, subject to the provisions rights of Section 3.12 hereofHolders on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds of one or more Equity Offerings; provided that: (1) at least 60% of the aggregate principal amount of Notes issued on the Original Issue Date (excluding Notes held by the Parent or its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (2) the redemption occurs within 90 days of the date of the closing of such Equity Offering. (b) At any time prior to August 19, 2023, upon not less than 30 nor more than 60 days’ prior notice, the Issuer may elect Company may, on any one or more occasions, redeem all or any portion of the Notes at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of, and accrued and unpaid interest, if any, to (but not including), the applicable redemption date, subject to the rights of Holders on the relevant Record Date to receive interest due on the relevant Interest Payment Date. Neither the Trustee nor any of the Agents shall be responsible for verifying or calculating the Applicable Premium. (c) At any time on or after August 19, 2023, upon not less than 30 nor more than 60 days’ prior notice, the Company may, on any one or more occasions, redeem all or any subclass portion of the Notes in a Redemption in whole or in part at the Redemption Price redemption prices (after giving effect to any payment thereof on such Redemption Date under Section 3.09 hereofexpressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, on the Notes redeemed to be (but not including) the applicable redemption date, if redeemed upon during the periods indicated below, subject to the rights of Holders on the relevant Record Date to receive interest on the relevant Interest Payment Date: From August 19, 2023 to August 18, 2024 101.7875 % From August 19, 2024 to August 18, 2025 100.89375 % On or after August 19, 2025 100.000 % Unless the Company defaults in the payment of the Redemption Price; providedapplicable redemption price, however, no Redemption Premium is payable with any Optional Redemption (i) utilizing interest will cease to accrue on the proceeds Notes or portions thereof called for redemption on the applicable redemption date. Any redemption conducted pursuant to Section 3.07 of the issuance Indenture and any related notice of Refinancing Notes for a Refinancing of redemption may, at the Company’s discretion, be subject to one or more conditions precedent. If such subclass of Notes on any Payment Date after the fifth anniversary of the Initial Closing Date (each, a “Refinancing Date”), (ii) while a Rapid Amortization Event has occurred and is continuing, (iii) in connection with the Total Loss of an Aircraft, redemption or (iv) in connection with any Aircraft Disposition that occurs after the second anniversary of the Initial Closing Date and prior to the fifth anniversary of the Initial Closing Date so long as the aggregate amount of all such Redemptions prior to the fifth anniversary of the Initial Closing Date does not exceed 25% of the aggregate initial Outstanding Principal Balance of the Notes (it being understood that in connection with any Redemption that notice is subject to a Redemption Premium pursuant to this clause (iv)satisfaction of one or more conditions precedent, Redemption Premium shall only be payable on the portion of the Outstanding Principal Balance of the Notes being so redeemed that exceeds such 25% threshold)notice may state that, in each case provided that after the giving of a Default Notice or the Acceleration of any NoteCompany’s discretion, the Notes redemption date may be redeemed only in whole but not in part pursuant to this Section 3.11 and that delayed until such Refinancing time as any or Optional Redemption all such conditions shall be effected as provided in Section 3.12. No optional prepayments of satisfied, or such redemption may not occur and such notice may be rescinded if any subclass of Notes or all such conditions shall be permitted except any Refinancing not have been satisfied by the redemption date, or Optional Redemption in accordance with this Section 3.11(a), provided that prepayments of such subclass of Notes shall be required in connection with Aircraft Dispositions as provided herein, as well as in by the circumstances described in this Section 3.11redemption date so delayed.

Optional Redemptions. Subject (a) At any time prior to the provisions of Section 3.12 hereofJuly 18, 2025, the Issuer may elect to on one or more occasions redeem any subclass of Notes in a Redemption the Notes, in whole or in part part, at a redemption price equal to 100.0% of the Redemption Price principal amount of the Notes redeemed, plus the Applicable Premium, as of, and accrued and unpaid interest, if any, to (after giving effect but not including) the applicable redemption date, subject to any payment thereof on such Redemption Date under Section 3.09 hereof) the rights of Holders on the Notes relevant Record Date to receive interest due on the relevant Interest Payment Date. The Trustee shall not be redeemed upon responsible for verifying or calculating the payment Applicable Premium. (b) At any time prior to July 18, 2025, the Issuer may on one or more occasions redeem up to 40.0% of the Redemption Priceaggregate principal amount of the Notes at a redemption price of 104.5% of the principal amount of Notes redeemed, plus accrued and unpaid interest, if any, to (but not including) the applicable redemption date, subject to the rights of Holders on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds from one or more (x) Equity Offerings and/or (y) INVIT Offerings; provided, however, no Redemption Premium is payable with any Optional Redemption that: (i) utilizing the proceeds of the issuance of Refinancing Notes for a Refinancing of such subclass of Notes on any Payment Date after the fifth anniversary of the Initial Closing Date (each, a “Refinancing Date”), (ii) while a Rapid Amortization Event has occurred and is continuing, (iii) in connection with the Total Loss of an Aircraft, or (iv) in connection with any Aircraft Disposition that occurs after the second anniversary of the Initial Closing Date and prior to the fifth anniversary of the Initial Closing Date so long as the aggregate amount of all such Redemptions prior to the fifth anniversary of the Initial Closing Date does not exceed 25at least 60.0% of the aggregate initial Outstanding Principal Balance principal amount of the Notes (it being understood that in connection with excluding Notes held by the Issuer or any Redemption that is subject to a Redemption Premium pursuant to this clause of its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (iv), Redemption Premium shall only be payable on ii) the portion applicable redemption occurs within ninety (90) days of the Outstanding Principal Balance date of the closing of the applicable Equity Offering or INVIT Offering, as the case may be. (c) At any time on or after July 18, 2025, the Issuer may on any one or more occasions redeem the Notes, in whole or in part, at the redemption prices (expressed as percentages of principal amount of the Notes being so redeemed that exceeds such 25% thresholdredeemed) set forth below, plus accrued and unpaid interest, if any, on the Notes redeemed, to (but not including), in each case provided that after the giving applicable redemption date, if redeemed during the periods indicated below, subject to the rights of a Default Notice or Holders on the Acceleration of any Noterelevant Record Date to receive interest on the relevant Interest Payment Date: July 18, the Notes may be redeemed only in whole but not in part pursuant 2025 to this Section 3.11 July 17, 2026 101.125% July 18, 2026 and that such Refinancing or Optional Redemption shall be effected as provided in Section 3.12. No optional prepayments of any subclass of Notes shall be permitted except any Refinancing or Optional Redemption in accordance with this Section 3.11(a), provided that prepayments of such subclass of Notes shall be required in connection with Aircraft Dispositions as provided herein, as well as in the circumstances described in this Section 3.11.thereafter 100.0%

Optional Redemptions. Subject (a) At any time prior to the provisions of Section 3.12 hereofJuly 28, 2025, the Issuer may elect to may, on one or more occasions, redeem any subclass of Notes in a Redemption the Notes, in whole or in part part, at a redemption price equal to 100.0% of the Redemption Price principal amount of the Notes redeemed, plus the Applicable Premium, as of, and accrued and unpaid interest, if any, to (after giving effect but not including) the applicable redemption date, subject to any payment thereof on such Redemption Date under Section 3.09 hereof) the rights of Holders on the Notes relevant Record Date to receive interest due on the relevant Interest Payment Date. The Trustee shall not be redeemed upon responsible for verifying or calculating the payment of the Redemption Price; provided, however, no Redemption Premium is payable with Applicable Premium. (b) At any Optional Redemption (i) utilizing the proceeds of the issuance of Refinancing Notes for a Refinancing of such subclass of Notes on any Payment Date after the fifth anniversary of the Initial Closing Date (each, a “Refinancing Date”), (ii) while a Rapid Amortization Event has occurred and is continuing, (iii) in connection with the Total Loss of an Aircraft, or (iv) in connection with any Aircraft Disposition that occurs after the second anniversary of the Initial Closing Date and time prior to July 28, 2025, the fifth anniversary of the Initial Closing Date so long as the aggregate amount of all such Redemptions prior Issuer may, on one or more occasions, redeem up to the fifth anniversary of the Initial Closing Date does not exceed 2540.0% of the aggregate initial Outstanding Principal Balance principal amount of the Notes at a redemption price equal to 107.95% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to (but not including) the applicable redemption date, subject to the rights of Holders on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with the equivalent of the net cash proceeds from one or more (x) Equity Offerings and/or (y) INVIT Offerings; provided that at least 60.0% of the aggregate principal amount of the Notes (it being understood that in connection with excluding Notes held by RPPL or any Redemption that is subject to a Redemption Premium pursuant to this clause of its Subsidiaries) remains outstanding immediately after the occurrence of such redemption and the applicable redemption occurs within ninety (iv), Redemption Premium shall only be payable on the portion 90) days of the Outstanding Principal Balance date of the closing of the applicable Equity Offering or INVIT Offering, as the case may be. (c) At any time on or after July 28, 2025, the Issuer may, on one or more occasions, redeem the Notes, in whole or in part, at the redemption prices (expressed as percentages of principal amount of the Notes being so redeemed that exceeds such 25% thresholdredeemed) set forth below, plus accrued and unpaid interest, if any, on the Notes redeemed, to (but not including), in each case provided that after the giving applicable redemption date, if redeemed during the periods indicated below, subject to the rights of a Default Notice or Holders on the Acceleration of any Noterelevant Record Date to receive interest on the relevant Interest Payment Date: Period RedemptionPrice July 28, the Notes may be redeemed only in whole but not in part pursuant 2025 to this Section 3.11 January 27, 2026 103.975% January 28, 2026 and that such Refinancing or Optional Redemption shall be effected as provided in Section 3.12. No optional prepayments of any subclass of Notes shall be permitted except any Refinancing or Optional Redemption in accordance with this Section 3.11(a), provided that prepayments of such subclass of Notes shall be required in connection with Aircraft Dispositions as provided herein, as well as in the circumstances described in this Section 3.11.thereafter 100.0%

Optional Redemptions. Subject (a) At any time prior to August 19, 2023, upon not less than 30 nor more than 60 days’ prior notice, the Company may, on any one or more occasions, redeem up to 40% of the aggregate principal amount of Notes issued under this Indenture at a redemption price of 103.575% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to (but not including) the applicable redemption date, subject to the rights of Holders on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds of one or more Equity Offerings; provided that: (1) at least 60% of the aggregate principal amount of Notes issued on the Original Issue Date (excluding Notes held by the Parent or its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (2) the redemption occurs within 90 days of the date of the closing of such Equity Offering. (b) At any time prior to August 19, 2023, upon not less than 30 nor more than 60 days’ prior notice, the Company may, on any one or more occasions, redeem all or any portion of the Notes at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of, and accrued and unpaid interest, if any, to (but not including), the applicable redemption date, subject to the rights of Holders on the relevant Record Date to receive interest due on the relevant Interest Payment Date. Neither the Trustee nor any of the Agents shall be responsible for verifying or calculating the Applicable Premium. (c) At any time on or after August 19, 2023, upon not less than 30 nor more than 60 days’ prior notice, the Company may, on any one or more occasions, redeem all or any portion of the Notes at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the applicable redemption date, if redeemed during the periods indicated below, subject to the rights of Holders on the relevant Record Date to receive interest on the relevant Interest Payment Date: From August 19, 2023 to August 18, 2024 101.7875 % From August 19, 2024 to August 18, 2025 100.89375 % On or after August 19, 2025 100.000 % Unless the Company defaults in the payment of the applicable redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date. Any redemption pursuant to this Section 3.07, and any related notice of redemption may, at the Company’s discretion, be subject to one or more conditions precedent. If such redemption or notice is subject to satisfaction of one or more conditions precedent, such notice may state that, in the Company’s discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied, or such redemption may not occur and such notice may be rescinded if any or all such conditions shall not have been satisfied by the redemption date, or by the redemption date so delayed. (d) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Section 3.12 Sections 3.01 through 3.06 hereof, the Issuer may elect to redeem any subclass of Notes in a Redemption in whole or in part at the Redemption Price (after giving effect to any payment thereof on such Redemption Date under Section 3.09 hereof) on the Notes to be redeemed upon the payment of the Redemption Price; provided, however, no Redemption Premium is payable with any Optional Redemption (i) utilizing the proceeds of the issuance of Refinancing Notes for a Refinancing of such subclass of Notes on any Payment Date after the fifth anniversary of the Initial Closing Date (each, a “Refinancing Date”), (ii) while a Rapid Amortization Event has occurred and is continuing, (iii) in connection with the Total Loss of an Aircraft, or (iv) in connection with any Aircraft Disposition that occurs after the second anniversary of the Initial Closing Date and prior to the fifth anniversary of the Initial Closing Date so long as the aggregate amount of all such Redemptions prior to the fifth anniversary of the Initial Closing Date does not exceed 25% of the aggregate initial Outstanding Principal Balance of the Notes (it being understood that in connection with any Redemption that is subject to a Redemption Premium pursuant to this clause (iv), Redemption Premium shall only be payable on the portion of the Outstanding Principal Balance of the Notes being so redeemed that exceeds such 25% threshold), in each case provided that after the giving of a Default Notice or the Acceleration of any Note, the Notes may be redeemed only in whole but not in part pursuant to this Section 3.11 and that such Refinancing or Optional Redemption shall be effected as provided in Section 3.12. No optional prepayments of any subclass of Notes shall be permitted except any Refinancing or Optional Redemption in accordance with this Section 3.11(a), provided that prepayments of such subclass of Notes shall be required in connection with Aircraft Dispositions as provided herein, as well as in the circumstances described in this Section 3.11.