Common use of Voluntary Redemption of Equipment Notes Clause in Contracts

Voluntary Redemption of Equipment Notes. (a) Except as provided in Section 2.11(b), all (but not less than all) of the Equipment Notes may be redeemed by Company at any time upon at least 30 days’ revocable prior written notice to Loan Trustee and Noteholders, and such Equipment Notes shall be redeemed in whole at a redemption price equal to 100% of the unpaid principal amount thereof, together with accrued and unpaid interest thereon to (but excluding) the date of redemption and all other Secured Obligations owed or then due and payable to Noteholders, plus Make-Whole Amount, if any; provided that no redemption shall be permitted under this Section 2.11(a) unless, simultaneously with such redemption, the Related Equipment Notes shall also be redeemed. (b) All of the Series A Equipment Notes or all of any Series of Additional Series Equipment Notes (or any combination of the foregoing) may be redeemed by Company upon at least 30 days’ revocable prior written notice to Loan Trustee and Noteholders of each Series to be redeemed, and such Series of Equipment Notes being redeemed pursuant to this Section 2.11(b) shall be redeemed in whole at a redemption price equal to 100% of the unpaid principal amount thereof, together with accrued and unpaid interest thereon to (but excluding) the date of redemption and all other Secured Obligations owed or then due and payable to Noteholders of such Series, plus Make-Whole Amount, if any; provided that: (i) no redemption shall be permitted under this Section 2.11(b) unless, simultaneously with such redemption, the Related Series A Equipment Notes (in the case of redemption hereunder of Series A Equipment Notes) or the Related Additional Series Equipment Notes in respect of the Additional Series Equipment Notes being redeemed (in the case of redemption hereunder of any Additional Series Equipment Notes), as the case may be, shall also be redeemed; and (ii) if, simultaneously with such redemption, new Series A Equipment Notes (in the case of redemption hereunder of Series A Equipment Notes) or new Additional Series Equipment Notes of the same Series designation as the Additional Series Equipment Notes being redeemed (in the case of redemption hereunder of Additional Series Equipment Notes), in any such case, having terms that may be the same as or different from those of the redeemed Equipment Notes, are being issued, such new Equipment Notes shall be issued in accordance with Section 2.02 of the Participation Agreement and Section 8.01(c) of the Intercreditor Agreement. (c) Notwithstanding anything to the contrary in Section 2.11(a) or (b), so long as Company or any of its Affiliates beneficially owns 100% of the Pass Through Certificates issued by any Pass Through Trustee, the redemption price shall not include, and no Noteholder shall have any right to otherwise claim, any Make-Whole Amount with respect to the Series of Equipment Notes issued to Subordination Agent for the benefit of such Pass Through Trustee.

Voluntary Redemption of Equipment Notes. (a) Except as provided in Section 2.11(b), all (all, but not less than all) , of the Equipment Notes may be redeemed by the Company at any time upon at least 30 15 days’ revocable prior written notice to the Loan Trustee and the Noteholders, and such Equipment Notes shall be redeemed in whole at a redemption price equal to 100% of the unpaid principal amount thereof, together with accrued and unpaid interest thereon to (but excluding) the date of redemption and all other Secured Obligations owed or then due and payable to the Noteholders, plus Make-Whole Amount, if any; provided that no redemption shall be permitted under this Section 2.11(a) unless, simultaneously with such redemption, the Related Equipment Notes shall also be redeemed. (b) All of the Series A Equipment Notes, all of the Series B Equipment Notes or all of any Series series of Additional Series Equipment Notes (or any combination of the foregoing) may be redeemed by the Company upon at least 30 15 days’ revocable prior written notice to the Loan Trustee and the Noteholders of each Series to be redeemed, and such Series of Equipment Notes being redeemed pursuant to this Section 2.11(b) shall be redeemed in whole at a redemption price equal to 100% of the unpaid principal amount thereof, together with accrued and unpaid interest thereon to (but excluding) the date of redemption and all other Secured Obligations owed or then due and payable to the Noteholders of such Series, plus Make-Whole Amount, if any; provided that: (i) no redemption shall be permitted under this Section 2.11(b) unless, simultaneously with such redemption, the Related Series A Equipment Notes (in the case of redemption hereunder of Series A Equipment Notes), the Related Series B Equipment Notes (in the case of redemption hereunder of Series B Equipment Notes) or the Related Additional Series Equipment Notes in respect of the Additional Series Equipment Notes being redeemed (in the case of redemption hereunder of any series of Additional Series Equipment Notes), as the case may be, shall also be redeemed; and (ii) if, simultaneously with such redemption, new Series A Equipment Notes (in the case of redemption hereunder of Series A Equipment Notes), new Series B Equipment Notes (in the case of redemption hereunder of Series B Equipment Notes) or a new series of Additional Series Equipment Notes of the same Series series designation as the Additional Series Equipment Notes being redeemed (in the case of redemption hereunder of a series of Additional Series Equipment Notes), which, in any such case, having may have terms that may be the same as or different from those of the redeemed Equipment Notes, are being issued, such new Equipment Notes shall be issued in accordance with Section 2.02 of the Participation Agreement, Section 4(a)(v) of the Note Purchase Agreement and Section 8.01(c) of the Intercreditor Agreement. (c) Notwithstanding anything to the contrary in Section 2.11(a) or (b), so long as the Company or any of its Affiliates beneficially owns 100% of the Pass Through Certificates issued by any Pass Through Trustee, the redemption price shall not include, and no Noteholder shall have any right to otherwise claim, any Make-Whole Amount with respect to the Series of Equipment Notes issued to the Subordination Agent for the benefit of such Pass Through Trustee.

Voluntary Redemption of Equipment Notes. (a) Except as provided in Section 2.11(b), all (all, but not less than all) , of the Equipment Notes may be redeemed by the Company at any time upon at least 30 15 days’ revocable prior written notice to the Loan Trustee and the Noteholders, and such Equipment Notes shall be redeemed in whole at a redemption price equal to 100% of the unpaid principal amount thereof, together with accrued and unpaid interest thereon to (but excluding) the date of redemption and all other Secured Obligations owed or then due and payable to the Noteholders, plus Make-Whole Amount, if any; provided that no redemption shall be permitted under this Section 2.11(a) unless, simultaneously with such redemption, the Related Equipment Notes shall also be redeemed. (b) All of the Series A B Equipment Notes or all of any Series of the Additional Series Equipment Notes (or any combination of the foregoingboth) may be redeemed by the Company upon at least 30 15 days’ revocable prior written notice to the Loan Trustee and the Noteholders of each Series to be redeemed, and such Series of Equipment Notes being redeemed pursuant to this Section 2.11(b) shall be redeemed in whole at a redemption price equal to 100% of the unpaid principal amount thereof, together with accrued and unpaid interest thereon to (but excluding) the date of redemption and all other Secured Obligations owed or then due and payable to the Noteholders of such Series, plus Make-Whole Amount, if any; provided that: (i) no redemption shall be permitted under this Section 2.11(b) unless, simultaneously with such redemption, the Related Series A B Equipment Notes (in the case of redemption hereunder of Series A B Equipment Notes) or the Related Additional Series Equipment Notes in respect of the Additional Series Equipment Notes being redeemed (in the case of redemption hereunder of any Additional Series Equipment Notes), as the case may be, shall also be redeemed; and (ii) if, simultaneously with such redemption, new Series A B Equipment Notes (in the case of redemption hereunder of Series A B Equipment Notes) or new Additional Series Equipment Notes of the same Series designation as the Additional Series Equipment Notes being redeemed (in the case of redemption hereunder of Additional Series Equipment Notes), which, in any such case, having may have terms that may be the same as or different from those of the redeemed Equipment Notes, are being issued, such new Equipment Notes shall be issued in accordance with Section 2.02 of the Participation Agreement, Section 4(a)(v) of the Note Purchase Agreement and Section 8.01(c) of the Intercreditor Agreement. (c) Notwithstanding anything to the contrary in Section 2.11(a) or (b), so long as the Company or any of its Affiliates beneficially owns 100% of the Pass Through Certificates issued by any Pass Through Trustee, the redemption price shall not include, and no Noteholder shall have any right to otherwise claim, any Make-Whole Amount with respect to the Series of Equipment Notes issued to the Subordination Agent for the benefit of such Pass Through Trustee.

Voluntary Redemption of Equipment Notes. (a) Except as provided in Section 2.11(b), all (but not less than all) of the Equipment Notes may be redeemed by Company at any time upon at least 30 days’ revocable prior written notice to Loan Trustee and Noteholders, and such Equipment Notes shall be redeemed in whole at a redemption price equal to 100% of the unpaid principal amount thereof, together with accrued and unpaid interest thereon to (but excluding) the date of redemption and all other Secured Obligations owed or then due and payable to Noteholders, plus Make-Whole Amount, if any; provided that no redemption shall be permitted under this Section 2.11(a) unless, simultaneously with such redemption, the Related Equipment Notes shall also be redeemed. (b) All of the Series A Equipment Notes or all of any Series of Additional Series Equipment Notes (or any combination of the foregoing) may be redeemed by Company upon at least 30 15 days’ revocable prior written notice to Loan Trustee and Noteholders of each Series to be redeemed, and such Series of Equipment Notes being redeemed pursuant to this Section 2.11(b) shall be redeemed in whole at a redemption price equal to 100% of the unpaid principal amount thereof, together with accrued and unpaid interest thereon to (but excluding) the date of redemption and all other Secured Obligations owed or then due and payable to Noteholders of such Series, plus Make-Whole Amount, if any; provided that: (i) no redemption shall be permitted under this Section 2.11(b) unless, simultaneously with such redemption, the Related Series A Equipment Notes (in the case of redemption hereunder of Series A Equipment Notes) or the Related Additional Series Equipment Notes in respect of the Series of Additional Series Equipment Notes being redeemed (in the case of redemption hereunder of any Series of Additional Series Equipment Notes), as the case may be, shall also be redeemed; and (ii) if, simultaneously with such redemptionredemption or at any time thereafter, new Series A Equipment Notes (in the case of redemption hereunder of Series A Equipment Notes) or new Additional Series Equipment Notes of the same Series designation as the Series of Additional Series Equipment Notes being redeemed (in the case of redemption hereunder of a Series of Additional Series Equipment Notes), in any such case, having terms that may be the same as or different from those of the redeemed Equipment Notes, are being issued, such new Equipment Notes shall be issued in accordance with Section 2.02 of the Participation Agreement and Section 8.01(c) of the Intercreditor Agreement. (c) Notwithstanding anything to the contrary in Section 2.11(a) or (b), so long as Company or any of its Affiliates beneficially owns 100% of the Pass Through Certificates issued by any Pass Through Trustee, the redemption price shall not include, and no Noteholder shall have any right to otherwise claim, any Make-Whole Amount with respect to the Series of Equipment Notes issued to Subordination Agent for the benefit of such Pass Through Trustee. (d) For the avoidance of doubt, any change in the principal amount of any Equipment Note in connection with any substitution pursuant to Section 7.04(f) shall not constitute or be deemed to constitute a redemption of such Equipment Note.

Voluntary Redemption of Equipment Notes. (a) Except as provided in Section 2.11(b), all (but not less than all) of the Equipment Notes may be redeemed by Company at any time upon at least 30 15 days’ revocable prior written notice to Loan Trustee and Noteholders, and such Equipment Notes shall be redeemed in whole at a redemption price equal to 100% of the unpaid principal amount thereof, together with accrued and unpaid interest thereon to (but excluding) the date of redemption and all other Secured Obligations owed or then due and payable to Noteholders, plus Make-Whole Amount, if any; provided that no redemption shall be permitted under this Section 2.11(a) unless, simultaneously with such redemption, the Related Equipment Notes shall also be redeemed. (b) All If issued, all of the Series A B Equipment Notes or all of any Series of Additional Series Equipment Notes (or any combination of the foregoing) may be redeemed by Company upon at least 30 15 days’ revocable prior written notice to Loan Trustee and Noteholders of each Series to be redeemed, and such Series of Equipment Notes being redeemed pursuant to this Section 2.11(b) shall be redeemed in whole at a redemption price equal to 100% of the unpaid principal amount thereof, together with accrued and unpaid interest thereon to (but excluding) the date of redemption and all other Secured Obligations owed or then due and payable to Noteholders of such Series, plus Make-Whole Amount, if any; provided that: (i) no redemption shall be permitted under this Section 2.11(b) unless, simultaneously with such redemption, the Related Series A B Equipment Notes (in the case of redemption hereunder of Series A B Equipment Notes) or the Related Additional Series Equipment Notes in respect of the Series of Additional Series Equipment Notes being redeemed (in the case of redemption hereunder of any Series of Additional Series Equipment Notes), as the case may be, shall also be redeemed; and (ii) if, simultaneously with such redemptionredemption or at any time thereafter, new Series A B Equipment Notes (in the case of redemption hereunder of Series A B Equipment Notes) or new Additional Series Equipment Notes of the same Series designation as the Series of Additional Series Equipment Notes being redeemed (in the case of redemption hereunder of a Series of Additional Series Equipment Notes), in any such case, having terms that may be the same as or different from those of the redeemed Equipment Notes, are being issued, such new Equipment Notes shall be issued in accordance with Section 2.02 of the Participation Agreement and Section 8.01(c) of the Intercreditor Agreement. (c) Notwithstanding anything to the contrary in Section 2.11(a) or (b), so long as Company or any of its Affiliates beneficially owns 100% of the Pass Through Certificates issued by any Pass Through Trustee, the redemption price shall not include, and no Noteholder shall have any right to otherwise claim, any Make-Whole Amount with respect to the Series of Equipment Notes issued to Subordination Agent for the benefit of such Pass Through Trustee.

Voluntary Redemption of Equipment Notes. (a) Except as provided in Section ‎Section 2.11(b), all (but not less than all) of the Equipment Notes may be redeemed by Company at any time upon at least 30 days’ revocable prior written notice to Loan Trustee and Noteholders, and such Equipment Notes shall be redeemed in whole at a redemption price equal to 100% of the unpaid principal amount thereof, together with accrued and unpaid interest thereon to (but excluding) the date of redemption and all other Secured Obligations owed or then due and payable to Noteholders, plus Make-Whole Amount, if any; provided that no redemption shall be permitted under this Section ‎Section 2.11(a) unless, simultaneously with such redemption, the Related Equipment Notes shall also be redeemed. (b) All of the Series A Equipment Notes or all of any Series of Additional Series Equipment Notes (or any combination of the foregoing) may be redeemed by Company upon at least 30 15 days’ revocable prior written notice to Loan Trustee and Noteholders of each Series to be redeemed, and such Series of Equipment Notes being redeemed pursuant to this Section ‎Section 2.11(b) shall be redeemed in whole at a redemption price equal to 100% of the unpaid principal amount thereof, together with accrued and unpaid interest thereon to (but excluding) the date of redemption and all other Secured Obligations owed or then due and payable to Noteholders of such Series, plus Make-Whole Amount, if any; provided that: (i) no redemption shall be permitted under this Section ‎Section 2.11(b) unless, simultaneously with such redemption, the Related Series A Equipment Notes (in the case of redemption hereunder of Series A Equipment Notes) or the Related Additional Series Equipment Notes in respect of the Series of Additional Series Equipment Notes being redeemed (in the case of redemption hereunder of any Series of Additional Series Equipment Notes), as the case may be, shall also be redeemed; and (ii) if, simultaneously with such redemptionredemption or at any time thereafter, new Series A Equipment Notes (in the case of redemption hereunder of Series A Equipment Notes) or new Additional Series Equipment Notes of the same Series designation as the Series of Additional Series Equipment Notes being redeemed (in the case of redemption hereunder of a Series of Additional Series Equipment Notes), in any such case, having terms that may be the same as or different from those of the redeemed Equipment Notes, are being issued, such new Equipment Notes shall be issued in accordance with Section 2.02 of the Participation Agreement and Section 8.01(c) of the Intercreditor Agreement. (c) Notwithstanding anything to the contrary in Section ‎Section 2.11(a) or (b‎(b), so long as Company or any of its Affiliates beneficially owns 100% of the Pass Through Certificates issued by any Pass Through Trustee, the redemption price shall not include, and no Noteholder shall have any right to otherwise claim, any Make-Whole Amount with respect to the Series of Equipment Notes issued to Subordination Agent for the benefit of such Pass Through Trustee.

Voluntary Redemption of Equipment Notes. (a) Except as provided in Section 2.11(b), all (but not less than all) of the Equipment Notes may be redeemed by Company at any time upon at least 30 15 days’ revocable prior written notice to Loan Trustee and Noteholders, and such Equipment Notes shall be redeemed in whole at a redemption price equal to 100% of the unpaid principal amount thereof, together with accrued and unpaid interest thereon to (but excluding) the date of redemption and all other Secured Obligations owed or then due and payable to Noteholders, plus Make-Whole Amount, if any; provided that no redemption shall be permitted under this Section 2.11(a) unless, simultaneously with such redemption, the Related Equipment Notes shall also be redeemed. (b) All of the Series A Equipment Notes or all of any Series of Additional Series Equipment Notes (or any combination of the foregoing) may be redeemed by Company upon at least 30 15 days’ revocable prior written notice to Loan Trustee and Noteholders of each Series to be redeemed, and such Series of Equipment Notes being redeemed pursuant to this Section 2.11(b) shall be redeemed in whole at a redemption price equal to 100% of the unpaid principal amount thereof, together with accrued and unpaid interest thereon to (but excluding) the date of redemption and all other Secured Obligations owed or then due and payable to Noteholders of such Series, plus Make-Whole Amount, if any; provided that: (i) no redemption shall be permitted under this Section 2.11(b) unless, simultaneously with such redemption, the Related Series A Equipment Notes (in the case of redemption hereunder of Series A Equipment Notes) or the Related Additional Series Equipment Notes in respect of the Series of Additional Series Equipment Notes being redeemed (in the case of redemption hereunder of any Series of Additional Series Equipment Notes), as the case may be, shall also be redeemed; and (ii) if, simultaneously with such redemptionredemption or at any time thereafter, new Series A Equipment Notes (in the case of redemption hereunder of Series A Equipment Notes) or new Additional Series Equipment Notes of the same Series designation as the Series of Additional Series Equipment Notes being redeemed (in the case of redemption hereunder of a Series of Additional Series Equipment Notes), in any such case, having terms that may be the same as or different from those of the redeemed Equipment Notes, are being issued, such new Equipment Notes shall be issued in accordance with Section 2.02 of the Participation Agreement and Section 8.01(c) of the Intercreditor Agreement. (c) Notwithstanding anything to the contrary in Section 2.11(a) or (b), so long as Company or any of its Affiliates beneficially owns 100% of the Pass Through Certificates issued by any Pass Through Trustee, the redemption price shall not include, and no Noteholder shall have any right to otherwise claim, any Make-Whole Amount with respect to the Series of Equipment Notes issued to Subordination Agent for the benefit of such Pass Through Trustee. (d) For the avoidance of doubt, any change in the principal amount of any Equipment Note in connection with any substitution pursuant to Section 7.04(f) shall not constitute or be deemed to constitute a redemption of such Equipment Note.

Voluntary Redemption of Equipment Notes. (a) Except as provided in Section 2.11(b), all (all, but not less than all) , of the Equipment Notes may be redeemed by the Company at any time upon at least 30 15 days’ revocable prior written notice to the Loan Trustee and the Noteholders, and such Equipment Notes shall be redeemed in whole at a redemption price equal to 100% of the unpaid principal amount thereof, together with accrued and unpaid interest thereon to (but excluding) the date of redemption and all other Secured Obligations owed or then due and payable to the Noteholders, plus Make-Whole Amount, if any; provided that no redemption shall be permitted under this Section 2.11(a) unless, simultaneously with such redemption, the Related Equipment Notes shall also be redeemed. (b) All If issued, all of the Series A B Equipment Notes or all of any Series of the Additional Series Equipment Notes (or any combination of the foregoingboth) may be redeemed by the Company upon at least 30 15 days’ revocable prior written notice to the Loan Trustee and the Noteholders of each Series to be redeemed, and such Series of Equipment Notes being redeemed pursuant to this Section 2.11(b) shall be redeemed in whole at a redemption price equal to 100% of the unpaid principal amount thereof, together with accrued and unpaid interest thereon to (but excluding) the date of redemption and all other Secured Obligations owed or then due and payable to the Noteholders of such Series, plus Make-Whole Amount, if any; provided that: (i) no redemption shall be permitted under this Section 2.11(b) unless, simultaneously with such redemption, the Related Series A B Equipment Notes (in the case of redemption hereunder of Series A B Equipment Notes) or the Related Additional Series Equipment Notes in respect of the Additional Series Equipment Notes being redeemed (in the case of redemption hereunder of any Additional Series Equipment Notes), as the case may be, shall also be redeemed; and (ii) if, simultaneously with such redemption, new Series A B Equipment Notes (in the case of redemption hereunder of Series A B Equipment Notes) or new Additional Series Equipment Notes of the same Series designation as the Additional Series Equipment Notes being redeemed (in the case of redemption hereunder of Additional Series Equipment Notes), which, in any such case, having may have terms that may be the same as or different from those of the redeemed Equipment Notes, are being issued, such new Equipment Notes shall be issued in accordance with Section 2.02 of the Participation Agreement, Section 4(a)(v) of the Note Purchase Agreement and Section 8.01(c) of the Intercreditor Agreement. (c) Notwithstanding anything to the contrary in Section 2.11(a) or (b), so long as the Company or any of its Affiliates beneficially owns 100% of the Pass Through Certificates issued by any Pass Through Trustee, the redemption price shall not include, and no Noteholder shall have any right to otherwise claim, any Make-Whole Amount with respect to the Series of Equipment Notes issued to the Subordination Agent for the benefit of such Pass Through Trustee.

Voluntary Redemption of Equipment Notes. (a) Except as provided in Section 2.11(b), all (but not less than all) of the Equipment Notes may be redeemed by Company at any time upon at least 30 15 days’ revocable prior written notice to Loan Trustee and Noteholders, and such Equipment Notes shall be redeemed in whole at a redemption price equal to 100% of the unpaid principal amount thereof, together with accrued and unpaid interest thereon to (but excluding) the date of redemption and all other Secured Obligations owed or then due and payable to Noteholders, plus Make-Whole Amount, if any; provided that no redemption shall be permitted under this Section 2.11(a) unless, simultaneously with such redemption, the Related Equipment Notes shall also be redeemed. (b) All If issued, all of the Series A B Equipment Notes or all of any Series of Additional Series Equipment Notes (or any combination of the foregoing) may be redeemed by Company upon at least 30 15 days’ revocable prior written notice to Loan Trustee and Noteholders of each Series to be redeemed, and such Series of Equipment Notes being redeemed pursuant to this Section 2.11(b) shall be redeemed in whole at a redemption price equal to 100% of the unpaid principal amount thereof, together with accrued and unpaid interest thereon to (but excluding) the date of redemption and all other Secured Obligations owed or then due and payable to Noteholders of such Series, plus Make-Whole Amount, if any; provided that: (i) no redemption shall be permitted under this Section 2.11(b) unless, simultaneously with such redemption, the Related Series A B Equipment Notes (in the case of redemption hereunder of Series A B Equipment Notes) or the Related Additional Series Equipment Notes in respect of the Series of Additional Series Equipment Notes being redeemed (in the case of redemption hereunder of any Series of Additional Series Equipment Notes), as the case may be, shall also be redeemed; and (ii) if, simultaneously with such redemptionredemption or at any time thereafter, new Series A B Equipment Notes (in the case of redemption hereunder of Series A B Equipment Notes) or new Additional Series Equipment Notes of the same Series designation as the Series of Additional Series Equipment Notes being redeemed (in the case of redemption hereunder of a Series of Additional Series Equipment Notes), in any such case, having terms that may be the same as or different from those of the redeemed Equipment Notes, are being issued, such new Equipment Notes shall be issued in accordance with Section 2.02 of the Participation Agreement and Section 8.01(c) of the Intercreditor Agreement. (c) Notwithstanding anything to the contrary in Section 2.11(a) or (b), so long as Company or any of its Affiliates beneficially owns 100% of the Pass Through Certificates issued by any Pass Through Trustee, the redemption price shall not include, and no Noteholder shall have any right to otherwise claim, any Make-Whole Amount with respect to the Series of Equipment Notes issued to Subordination Agent for the benefit of such Pass Through Trustee. (d) For the avoidance of doubt, any change in the principal amount of any Equipment Note in connection with any substitution pursuant to Section 7.04(f) shall not constitute or be deemed to constitute a redemption of such Equipment Note.

Voluntary Redemption of Equipment Notes. (a) Except as provided in Section 2.11(b), all (but not less than all) of the Equipment Notes may be redeemed by Company at any time upon at least 30 days’ revocable prior written notice to Loan Trustee and Noteholders, and such Equipment Notes shall be redeemed in whole at a redemption price equal to 100% of the unpaid principal amount thereof, together with accrued and unpaid interest thereon to (but excluding) the date of redemption and all other Secured Obligations owed or then due and payable to Noteholders, plus Make-Whole Amount, if any; provided that no redemption shall be permitted under this Section 2.11(a) unless, simultaneously with such redemption, the Related Equipment Notes shall also be redeemed. (b) All of the Series A B Equipment Notes or all of any Series of Additional Series Equipment Notes (or any combination of the foregoing) may be redeemed by Company upon at least 30 days’ revocable prior written notice to Loan Trustee and Noteholders of each the Series to be redeemedB Equipment Notes, and such the Series of B Equipment Notes being redeemed pursuant to this Section 2.11(b) shall be redeemed in whole at a redemption price equal to 100% of the unpaid principal amount thereof, together with accrued and unpaid interest thereon to (but excluding) the date of redemption and all other Secured Obligations owed or then due and payable to Noteholders of such Seriesthe Series B Equipment Notes, plus Make-Whole Amount, if any; provided that: (i) no redemption shall be permitted under this Section 2.11(b) unless, simultaneously with such redemption, the Related Series A B Equipment Notes (in the case of redemption hereunder of Series A Equipment Notes) or the Related Additional Series Equipment Notes in respect of the Additional Series Equipment Notes being redeemed (in the case of redemption hereunder of any Additional Series Equipment Notes), as the case may be, shall also be redeemed; and (ii) if, simultaneously with such redemption, new Series A Equipment Notes (in the case of redemption hereunder of Series A B Equipment Notes) or new Additional Series Equipment Notes of the same Series designation as the Additional Series Equipment Notes being redeemed (in the case of redemption hereunder of Additional Series Equipment Notes), in any such case, having which may have terms that may be the same as or different from those of the redeemed Series B Equipment Notes, are being issued, such new Series B Equipment Notes shall be issued in accordance with Section 2.02 of the Participation Agreement, Section 4(a)(v) of the Note Purchase Agreement and Section 8.01(c) of the Intercreditor Agreement. (c) Notwithstanding anything to the contrary in Section 2.11(a) or (b), so long as Company or any of its Affiliates beneficially owns 100% of the Pass Through Certificates issued by any Pass Through Trustee, the redemption price shall not include, and no Noteholder shall have any right to otherwise claim, any Make-Whole Amount with respect to the Series of Equipment Notes issued to Subordination Agent for the benefit of such Pass Through Trustee.

Voluntary Redemption of Equipment Notes. (a) Except as provided in Section 2.11(b), all (but not less than all) of the Equipment Notes may be redeemed by Company at any time upon at least 30 days’ revocable prior written notice to Loan Trustee and Noteholders, and such Equipment Notes shall be redeemed in whole at a redemption price equal to 100% of the unpaid principal amount thereof, together with accrued and unpaid interest thereon to (but excluding) the date of redemption and all other Secured Obligations owed or then due and payable to Noteholders, plus Make-Whole Amount, if any; provided that no redemption shall be permitted under this Section 2.11(a) unless, simultaneously with such redemption, the Related Equipment Notes shall also be redeemed. (b) All If issued, all of the Series A B Equipment Notes or all of any Series of Additional Series Equipment Notes (or any combination of the foregoing) may be redeemed by Company upon at least 30 days’ revocable prior written notice to Loan Trustee and Noteholders of each the Series to be redeemedB Equipment Notes, and such the Series of B Equipment Notes being redeemed pursuant to this Section 2.11(b) shall be redeemed in whole at a redemption price equal to 100% of the unpaid principal amount thereof, together with accrued and unpaid interest thereon to (but excluding) the date of redemption and all other Secured Obligations owed or then due and payable to Noteholders of such Seriesthe Series B Equipment Notes, plus Make-Whole Amount, if any; provided that: (i) no redemption shall be permitted under this Section 2.11(b) unless, simultaneously with such redemption, the Related Series A B Equipment Notes (in the case of redemption hereunder of Series A Equipment Notes) or the Related Additional Series Equipment Notes in respect of the Additional Series Equipment Notes being redeemed (in the case of redemption hereunder of any Additional Series Equipment Notes), as the case may be, shall also be redeemed; and (ii) if, simultaneously with such redemption, new Series A Equipment Notes (in the case of redemption hereunder of Series A B Equipment Notes) or new Additional Series Equipment Notes of the same Series designation as the Additional Series Equipment Notes being redeemed (in the case of redemption hereunder of Additional Series Equipment Notes), in any such case, having which may have terms that may be the same as or different from those of the redeemed Series B Equipment Notes, are being issued, such new Series B Equipment Notes shall be issued in accordance with Section 2.02 of the Participation Agreement, Section 4(a)(v) of the Note Purchase Agreement and Section 8.01(c) of the Intercreditor Agreement. (c) Notwithstanding anything to the contrary in Section 2.11(a) or (b), so long as Company or any of its Affiliates beneficially owns 100% of the Pass Through Certificates issued by any Pass Through Trustee, the redemption price shall not include, and no Noteholder shall have any right to otherwise claim, any Make-Whole Amount with respect to the Series of Equipment Notes issued to Subordination Agent for the benefit of such Pass Through Trustee.

Voluntary Redemption of Equipment Notes. (a) Except as provided in Section 2.11(b), all (all, but not less than all) , of the Equipment Notes may be redeemed by the Company at any time upon at least 30 15 days’ revocable prior written notice to the Loan Trustee and the Noteholders, and such Equipment Notes shall be redeemed in whole at a redemption price equal to 100% of the unpaid principal amount thereof, together with accrued and unpaid interest thereon to (but excluding) the date of redemption and all other Secured Obligations owed or then due and payable to the Noteholders, plus Make-Whole Amount, if any; provided that no redemption shall be permitted under this Section 2.11(a) unless, simultaneously with such redemption, the Related Equipment Notes shall also be redeemed. (b) All of the Series A Equipment Notes or all of any Series series of Additional Series Equipment Notes (or any combination of the foregoing) may be redeemed by the Company upon at least 30 15 days’ revocable prior written notice to the Loan Trustee and the Noteholders of each Series to be redeemed, and such Series of Equipment Notes being redeemed pursuant to this Section 2.11(b) shall be redeemed in whole at a redemption price equal to 100% of the unpaid principal amount thereof, together with accrued and unpaid interest thereon to (but excluding) the date of redemption and all other Secured Obligations owed or then due and payable to the Noteholders of such Series, plus Make-Whole Amount, if any; provided that: (i) no redemption shall be permitted under this Section 2.11(b) unless, simultaneously with such redemption, the Related Series A Equipment Notes (in the case of redemption hereunder of Series A Equipment Notes) or the Related Additional Series Equipment Notes in respect of the Additional Series Equipment Notes being redeemed (in the case of redemption hereunder of any Additional Series Equipment Notes), as the case may be, shall also be redeemed; and (ii) if, simultaneously with such redemption, new Series A Equipment Notes (in the case of redemption hereunder of Series A Equipment Notes) or new Additional Series Equipment Notes of the same Series designation as the Additional Series Equipment Notes being redeemed (in the case of redemption hereunder of Additional Series Equipment Notes), in any such case, having terms that may be the same as or different from those of the redeemed Equipment Notes, are being issued, such new Equipment Notes shall be issued in accordance with Section 2.02 of the Participation Agreement and Section 8.01(c) of the Intercreditor Agreement. (c) Notwithstanding anything to the contrary in Section 2.11(a) or (b), so long as Company or any of its Affiliates beneficially owns 100% of the Pass Through Certificates issued by any Pass Through Trustee, the redemption price shall not include, and no Noteholder shall have any right to otherwise claim, any Make-Whole Amount with respect to the Series of Equipment Notes issued to Subordination Agent for the benefit of such Pass Through Trustee.

Voluntary Redemption of Equipment Notes. (a) Except as provided in Section 2.11(b)All, all (but not less than all) , of the Equipment Notes of any Series may be redeemed in whole by the Company at any time upon at least 30 20 days’ ' revocable prior written notice to the Loan Trustee and Noteholders, and such Equipment Notes shall be redeemed in whole at a redemption price equal to 100% of the unpaid principal amount thereofof the Equipment Notes being redeemed, together with accrued and unpaid interest thereon to (but excluding) the date of redemption and all other Secured Obligations owed or then due and payable to Noteholdersredemption, plus Make-Whole Amount, if any, and all other Secured Obligations and other amounts then due and payable hereunder, under the Policy Provider Indemnity and Inspection Agreement or under the Participation Agreement to the Noteholders; provided provided, however, that no redemption shall (i) except in connection with a Refunding as referred to in paragraph (b) below, the Series C Equipment Notes may not be permitted under this Section 2.11(aredeemed unless the Series G Equipment Notes have been redeemed, and the Series D Equipment Notes may not be redeemed unless the Series G Equipment Notes and Series C Equipment Notes have been redeemed, and (ii) unless, simultaneously with such redemptionthe interests of the Noteholders, the Related Equipment Notes Noteholders and the Indenture Indemnitees in the Collateral shall also only terminate in accordance with Section 2.06 and the Lien of this Indenture shall only be redeemedreleased and discharged in accordance with Section 10. 01. Any notice shall become irrevocable three days before the redemption date if not previously revoked. So long as no Event of Default shall have occurred and be continuing, the Company may, concurrently with the delivery of the notice described in the preceding sentence, direct the Loan Trustee to apply all or a portion of the amounts received by the Loan Trustee pursuant to Section 2.10(f) to such redemption. (b) All In connection with a Refunding as provided in Exhibit A to the Intercreditor Agreement, (i) all, but not less than all, of the Original Series A C Equipment Notes or and the Original Series D Equipment Notes, (ii) all, but not less than all, of the Original Series C Equipment Notes, (iii) if all the Original Series C Equipment Notes were redeemed in a prior Refunding, all of any the Original Series of Additional Series D Equipment Notes Notes, or (or any combination iv) all, but not less than all, of the foregoing) American New Series D Equipment Notes, may be redeemed in whole by the Company without premium upon at least 30 days’ 2 days revocable prior written notice to the Loan Trustee and Noteholders of each Series to be redeemed, and such Series of Equipment Notes being redeemed pursuant to this Section 2.11(b) shall be redeemed in whole at a redemption price equal to 100% of the unpaid principal amount thereofof the Equipment Notes being redeemed, together with accrued and unpaid interest thereon to (but excluding) the date of redemption and all other Secured Obligations owed amounts payable hereunder, under the Policy Provider Indemnity and Inspection Agreement or then due and payable under the Participation Agreement to Noteholders of such Series, plus Make-Whole Amount, if any; provided that: (i) no redemption shall be permitted under the applicable Noteholders. All redemptions pursuant to this Section 2.11(b) unlessshall be subject to the Company complying with the conditions set forth on Exhibit A to the Intercreditor Agreement, simultaneously with such redemption, and the Related Series A Equipment Notes (in Company shall deliver to the case Trustee a certificate of redemption hereunder of Series A Equipment Notes) or the Related Additional Series Equipment Notes in respect a Responsible Officer of the Additional Series Equipment Notes being redeemed Company to the effect that (in x) all such conditions have been complied with prior to or on the case of redemption hereunder of date and (y) the Company has received any Additional Series Equipment Notes), as the case may be, shall also be redeemed; and (ii) if, simultaneously with such redemption, new Series A Equipment Notes (in the case of redemption hereunder of Series A Equipment Notes) or new Additional Series Equipment Notes consent of the same Series designation as Policy Provider required pursuant to the Additional Series Equipment Notes being redeemed (Supplemental Agreement, or no such consent is required. The Loan Trustee agrees to cooperate with the Company at the Company's reasonable request to carry out any Refunding on the terms and conditions specified in the case of redemption hereunder of Additional Series Equipment Notes), in any such case, having terms that may be the same as or different from those of the redeemed Equipment Notes, are being issued, such new Equipment Notes shall be issued in accordance with Section 2.02 of the Participation Agreement and Section 8.01(c) of Exhibit A to the Intercreditor Agreement. (c) Notwithstanding anything to the contrary in Section 2.11(a) or (b), so long as Company or any of its Affiliates beneficially owns 100% of the Pass Through Certificates issued by any Pass Through Trustee, the redemption price shall not include, and no Noteholder shall have any right to otherwise claim, any Make-Whole Amount with respect to the Series of Equipment Notes issued to Subordination Agent for the benefit of such Pass Through Trustee.

Voluntary Redemption of Equipment Notes. (a) Except as provided in Section 2.11(b), all (but not less than all) of the Equipment Notes may be redeemed by Company at any time upon at least 30 days’ revocable prior written notice to Loan Trustee and Noteholders, and such Equipment Notes shall be redeemed in whole at a redemption price equal to 100% of the unpaid principal amount thereof, together with accrued and unpaid interest thereon to (but excluding) the date of redemption and all other Secured Obligations (other than any Related Secured Obligations) owed or then due and payable to Noteholders, plus Make-Whole Amount, if any; provided that no redemption shall be permitted under this Section 2.11(a) unless, simultaneously with such redemption, the Related Equipment Notes shall also be redeemed. (b) All of the Series A B Equipment Notes or all of any Series of the Additional Series Equipment Notes (or any combination of the foregoing) may be redeemed by Company upon at least 30 days’ revocable prior written notice to Loan Trustee and Noteholders of each Series to be redeemed, and such Series of the Equipment Notes being redeemed pursuant to this Section 2.11(b) shall be redeemed in whole at a redemption price equal to 100% of the unpaid principal amount thereof, together with accrued and unpaid interest thereon to (but excluding) the date of redemption and all other Secured Obligations (other than any Related Secured Obligations) owed or then due and payable to Noteholders of such Series, plus Make-Whole Amount, if any; provided that: (i) no redemption shall be permitted under this Section 2.11(b) unless, simultaneously with such redemption, the Related Series A B Equipment Notes (in the case of redemption hereunder of Series A B Equipment Notes) or the Related Additional Series Equipment Notes in respect of the Additional Series Equipment Notes being redeemed (in the case of redemption hereunder of any Additional Series Equipment Notes), as the case may be, shall also be redeemed; and (ii) if, simultaneously with such redemption, new Series A B Equipment Notes (in the case of redemption hereunder of Series A B Equipment Notes) or new Additional Series Equipment Notes of the same Series designation as the Additional Series Equipment Notes being redeemed (in the case of redemption hereunder of Additional Series Equipment Notes), which, in any such case, having may have terms that may be the same as or different from those of the redeemed Equipment Notes, are being issued, such new Equipment Notes shall be issued in accordance with Section 2.02 of the Participation Agreement, Section 4(a)(v) of the Note Purchase Agreement and Section 8.01(c) of the Intercreditor Agreement. (c) Notwithstanding anything to the contrary in Section 2.11(a) or (b), so long as Company or any of its Affiliates beneficially owns 100% of the Pass Through Certificates issued by any Pass Through Trustee, the redemption price shall not include, and no Noteholder shall have any right to otherwise claim, any Make-Whole Amount with respect to the Series of Equipment Notes issued to Subordination Agent for the benefit of such Pass Through Trustee.

Voluntary Redemption of Equipment Notes. (a) Except as provided in Section 2.11(b)All, all (but not less than all) , of the Equipment Notes may be redeemed in whole by the Company at any time upon at least 30 20 days’ ' revocable prior written notice to the Loan Trustee and Noteholders, and such Equipment Notes shall be redeemed in whole at a redemption price equal to 100% of the unpaid principal amount thereofof the Equipment Notes being redeemed, together with accrued and unpaid interest thereon to (but excluding) the date of redemption and all other Secured Obligations owed amounts payable hereunder or then due and payable under the Participation Agreement to Noteholders, the Noteholders plus the Make-Whole Amount, if any; provided that no . Any notice shall become irrevocable three days before the redemption shall be permitted under this Section 2.11(a) unless, simultaneously with such redemption, the Related Equipment Notes shall also be redeemeddate if not previously revoked. (b) All In connection with a Refunding as provided in Exhibit A to the Intercreditor Agreement, (i) all, but not less than all, of the Original Series A C Equipment Notes or and the Original Series D Equipment Notes, (ii) all, but not less than all, of the Original Series C Equipment Notes, (iii) if all the Original Series C Equipment Notes were redeemed in a prior Refunding, all of any the Original Series of Additional Series D Equipment Notes Notes, and (or any combination iv) all, but not less than all, of the foregoing) American New Series D Equipment Notes, may be redeemed in whole by the Company without premium upon at least 30 days’ 2 days revocable prior written notice to the Loan Trustee and Noteholders of each Series to be redeemed, and such Series of Equipment Notes being redeemed pursuant to this Section 2.11(b) shall be redeemed in whole at a redemption price equal to 100% of the unpaid principal amount thereofof the Equipment Notes being redeemed, together with accrued and unpaid interest thereon to (but excluding) the date of redemption and all other Secured Obligations owed amounts payable hereunder or then due and payable under the Participation Agreement to Noteholders of such Series, plus Make-Whole Amount, if any; provided that: (i) no redemption shall be permitted under the applicable Noteholders. All redemptions pursuant to this Section 2.11(b) unlessshall be subject to the Company complying with the conditions set forth on Exhibit A to the Intercreditor Agreement, simultaneously with such redemption, and the Related Series A Equipment Notes (in Company shall deliver to the case Trustee a certificate of redemption hereunder of Series A Equipment Notes) or the Related Additional Series Equipment Notes in respect a Responsible Officer of the Additional Series Equipment Notes being redeemed (Company that all such conditions have been complied with prior to or on the redemption date. The Loan Trustee agrees to cooperate with the Company at the Company's reasonable request to carry out any Refunding on the terms and conditions specified in the case of redemption hereunder of any Additional Series Equipment Notes), as the case may be, shall also be redeemed; and (ii) if, simultaneously with such redemption, new Series Exhibit A Equipment Notes (in the case of redemption hereunder of Series A Equipment Notes) or new Additional Series Equipment Notes of the same Series designation as the Additional Series Equipment Notes being redeemed (in the case of redemption hereunder of Additional Series Equipment Notes), in any such case, having terms that may be the same as or different from those of the redeemed Equipment Notes, are being issued, such new Equipment Notes shall be issued in accordance with Section 2.02 of the Participation Agreement and Section 8.01(c) of to the Intercreditor Agreement. (c) Notwithstanding anything to the contrary in Section 2.11(a) or (b), so long as Company or any of its Affiliates beneficially owns 100% of the Pass Through Certificates issued by any Pass Through Trustee, the redemption price shall not include, and no Noteholder shall have any right to otherwise claim, any Make-Whole Amount with respect to the Series of Equipment Notes issued to Subordination Agent for the benefit of such Pass Through Trustee.

Voluntary Redemption of Equipment Notes. (a) Except as provided in Section 2.11(b), all (all, but not less than all) , of the Equipment Notes may be redeemed by the Company at any time upon at least 30 15 days’ revocable prior written notice to the Loan Trustee and the Noteholders, and such Equipment Notes shall be redeemed in whole at a redemption price equal to 100% of the unpaid principal amount thereof, together with accrued and unpaid interest thereon to (but excluding) the date of redemption and all other Secured Obligations owed or then due and payable to the Noteholders, plus Make-Whole Amount, if any; provided that no redemption shall be permitted under this Section 2.11(a) unless, simultaneously with such redemption, the Related Equipment Notes shall also be redeemed. (b) All of the Series A B Equipment Notes or all of any Series of the Additional Series Equipment Notes (or any combination of the foregoing) may be redeemed by the Company upon at least 30 15 days’ revocable prior written notice to the Loan Trustee and the Noteholders of each Series to be redeemed, and such Series of Equipment Notes being redeemed pursuant to this Section 2.11(b) shall be redeemed in whole at a redemption price equal to 100% of the unpaid principal amount thereof, together with accrued and unpaid interest thereon to (but excluding) the date of redemption and all other Secured Obligations owed or then due and payable to the Noteholders of such Series, plus Make-Whole Amount, if any; provided that: (i) no redemption shall be permitted under this Section 2.11(b) unless, simultaneously with such redemption, the Related Series A B Equipment Notes (in the case of redemption hereunder of Series A B Equipment Notes) or the Related Additional Series Equipment Notes in respect of the Additional Series Equipment Notes being redeemed (in the case of redemption hereunder of any Additional Series Equipment Notes), as the case may be, shall also be redeemed; and (ii) if, simultaneously with such redemption, new Series A B Equipment Notes (in the case of redemption hereunder of Series A B Equipment Notes) or new Additional Series Equipment Notes of the same Series designation as the Additional Series Equipment Notes being redeemed (in the case of redemption hereunder of Additional Series Equipment Notes), which, in any such case, having may have terms that may be the same as or different from those of the redeemed Equipment Notes, are being issued, such new Equipment Notes shall be issued in accordance with Section 2.02 of the Participation Agreement, Section 4(a)(v) of the Note Purchase Agreement and Section 8.01(c) of the Intercreditor Agreement. (c) Notwithstanding anything to the contrary in Section 2.11(a) or (b), so long as the Company or any of its Affiliates beneficially owns 100% of the Pass Through Certificates issued by any Pass Through Trustee, the redemption price shall not include, and no Noteholder shall have any right to otherwise claim, any Make-Whole Amount with respect to the Series of Equipment Notes issued to the Subordination Agent for the benefit of such Pass Through Trustee.

Voluntary Redemption of Equipment Notes. (a) Except as provided in Section 2.11(b), all (but not less than all) All of the Equipment Notes of any Series may be redeemed in whole by the Company at any time upon at least 30 20 days’ ' revocable prior written notice to the Loan Trustee and Noteholders, and such Equipment Notes shall be redeemed in whole at a redemption price equal to 100% of the unpaid principal amount thereofof the Equipment Notes being redeemed, together with accrued interest thereon to (but excluding) the date of redemption, in the case of the Series G Equipment Notes, Break Amount, if any, and Prepayment Premium, if any, and in the case of the Series C and Series D Equipment Notes, Make-Whole Amount, if any, and all other amounts payable hereunder or under the Participation Agreement to the Noteholders; provided, however, that, except in connection with a Refunding as referred to in paragraph (b) below, the Series C Equipment Notes may not be redeemed unless the Series G Equipment Notes have been redeemed, and the Series D Equipment Notes may not be redeemed unless the Series G Equipment Notes and Series C Equipment Notes have been redeemed. Any notice shall become irrevocable three days before the redemption date if not previously revoked. (b) In connection with a Refunding as provided in Exhibit A to the Intercreditor Agreement, (i) all, but not less than all, of the Original Series C Equipment Notes and the Original Series D Equipment Notes, (ii) all, but not less than all, of the Original Series C Equipment Notes, (iii) if all the Original Series C Equipment Notes were redeemed in a prior Refunding, all of the Original Series D Equipment Notes, and (iv) all, but not less than all, of the American New Series D Equipment Notes, may be redeemed in whole by the Company without premium upon at least 2 days revocable prior written notice to the Loan Trustee at a redemption price equal to 100% of the unpaid principal amount of the Equipment Notes being redeemed, together with accrued interest thereon to (but excluding) the date of redemption and all other Secured Obligations owed amounts payable hereunder or then due and payable under the Participation Agreement to the applicable Noteholders, plus Make-Whole Amount, if any; provided that no redemption shall be permitted under this Section 2.11(a) unless, simultaneously with such redemption, the Related Equipment Notes shall also be redeemed. (b) . All of the Series A Equipment Notes or all of any Series of Additional Series Equipment Notes (or any combination of the foregoing) may be redeemed by Company upon at least 30 days’ revocable prior written notice to Loan Trustee and Noteholders of each Series to be redeemed, and such Series of Equipment Notes being redeemed redemptions pursuant to this Section 2.11(b) shall be redeemed in whole at a redemption price equal subject to 100% of the unpaid principal amount thereof, together Company complying with accrued and unpaid interest thereon the conditions set forth on Exhibit A to (but excluding) the date of redemption and all other Secured Obligations owed or then due and payable to Noteholders of such Series, plus Make-Whole Amount, if any; provided that: (i) no redemption shall be permitted under this Section 2.11(b) unless, simultaneously with such redemption, the Related Series A Equipment Notes (in the case of redemption hereunder of Series A Equipment Notes) or the Related Additional Series Equipment Notes in respect of the Additional Series Equipment Notes being redeemed (in the case of redemption hereunder of any Additional Series Equipment Notes), as the case may be, shall also be redeemed; and (ii) if, simultaneously with such redemption, new Series A Equipment Notes (in the case of redemption hereunder of Series A Equipment Notes) or new Additional Series Equipment Notes of the same Series designation as the Additional Series Equipment Notes being redeemed (in the case of redemption hereunder of Additional Series Equipment Notes), in any such case, having terms that may be the same as or different from those of the redeemed Equipment Notes, are being issued, such new Equipment Notes shall be issued in accordance with Section 2.02 of the Participation Agreement and Section 8.01(c) of the Intercreditor Agreement. (c) Notwithstanding anything , and the Company shall deliver to the contrary in Section 2.11(a) or (b), so long as Company or any Trustee a certificate of its Affiliates beneficially owns 100% a Responsible Officer of the Pass Through Certificates issued by any Pass Through Trustee, Company that all such conditions have been complied with prior to or on the redemption price shall not include, date. The Loan Trustee agrees to cooperate with the Company at the Company's reasonable request to carry out any Refunding on the terms and no Noteholder shall have any right to otherwise claim, any Make-Whole Amount with respect conditions specified in Exhibit A to the Series of Equipment Notes issued to Subordination Agent for the benefit of such Pass Through Trustee.Intercreditor Agreement. 17

Voluntary Redemption of Equipment Notes. (a) Except as provided in Section 2.11(b), all (all, but not less than all) , of the Equipment Notes may be redeemed by the Company at any time upon at least 30 15 days’ revocable prior written notice to the Loan Trustee and the Noteholders, and such Equipment Notes shall be redeemed in whole at a redemption price equal to 100% of the unpaid principal amount thereof, together with accrued and unpaid interest thereon to (but excluding) the date of redemption and all other Secured Obligations owed or then due and payable to the Noteholders, plus Make-Whole Amount, if any; provided that no redemption shall be permitted under this Section 2.11(a) unless, simultaneously contemporaneously with such redemption, the Related Equipment Notes shall also be redeemed. (b) All of the Series A Equipment Notes, all of the Series B Equipment Notes or all of any Series of Additional Series Equipment Notes (or any combination of the foregoing) may be redeemed by the Company upon at least 30 15 days’ revocable prior written notice to the Loan Trustee and the Noteholders of each Series to be redeemed, and such Series of Equipment Notes being redeemed pursuant to this Section 2.11(b) shall be redeemed in whole at a redemption price equal to 100% of the unpaid principal amount thereof, together with accrued and unpaid interest thereon to (but excluding) the date of redemption and all other Secured Obligations owed or then due and payable to the Noteholders of such Series, plus Make-Whole Amount, if any; provided that: (i) no redemption shall be permitted under this Section 2.11(b) unless, simultaneously contemporaneously with such redemption, the Related Series A Equipment Notes (in the case of redemption hereunder of Series A Equipment Notes), the Related Series B Equipment Notes (in the case of redemption hereunder of Series B Equipment Notes) or the Related Additional Series Equipment Notes in respect of the Series of Additional Series Equipment Notes being redeemed (in the case of redemption hereunder of any series of Additional Series Equipment Notes), as the case may be, shall also be redeemed; and and (ii) if, simultaneously contemporaneously with such redemptionredemption or at any time thereafter, new Series A Equipment Notes (in the case of redemption hereunder of Series A Equipment Notes), new Series B Equipment Notes (in the case of redemption hereunder of Series B Equipment Notes) or a new Series of Additional Series Equipment Notes of the same Series designation as the Series of Additional Series Equipment Notes being redeemed (in the case of redemption hereunder of a series of Additional Series Equipment Notes), which, in any such case, having may have terms that may be the same as or different from those of the redeemed Equipment Notes, are being issued, such new Equipment Notes shall be issued in accordance with Section 2.02 of the Participation Agreement, Section 4(a)(v) of the Note Purchase Agreement and Section 8.01(c) of the Intercreditor Agreement. (c) Notwithstanding anything to the contrary in Section 2.11(a) or (b), so long as the Company or any of its Affiliates beneficially owns 100% of the Pass Through Certificates issued by any Pass Through Trustee, the redemption price shall not include, and no Noteholder shall have any right to otherwise claim, any Make-Whole Amount with respect to the Series of Equipment Notes issued to the Subordination Agent for the benefit of such Pass Through Trustee.

Voluntary Redemption of Equipment Notes. (a) Except as provided in Section 2.11(b), all (but not less than all) of the Equipment Notes may be redeemed by the Company at any time upon at least 30 days’ revocable prior written notice to the Loan Trustee and the Noteholders, and such Equipment Notes shall be redeemed in whole at a redemption price equal to 100% of the unpaid principal amount thereof, together with accrued and unpaid interest thereon to (but excluding) the date of redemption and all other Secured Obligations owed or then due and payable to the Noteholders, plus Make-Whole Amount, if any; provided that no redemption shall be permitted under this Section 2.11(a) unless, simultaneously with such redemption, the Related Equipment Notes shall also be redeemed. (b) All of the Series A Equipment Notes or all of the Series B Equipment Notes or all of the Series C Equipment Notes or all of any Series of Additional Series Equipment Notes (or any combination of the foregoing) may be redeemed by the Company upon at least 30 days’ revocable prior written notice to the Loan Trustee and the Noteholders of each Series to be redeemed, and such Series of Equipment Notes being redeemed pursuant to this Section 2.11(b) shall be redeemed in whole at a redemption price equal to 100% of the unpaid principal amount thereof, together with accrued and unpaid interest thereon to (but excluding) the date of redemption and all other Secured Obligations owed or then due and payable to the Noteholders of such Series, plus Make-Whole Amount, if any; provided that: (i) no redemption shall be permitted under this Section 2.11(b) unless, simultaneously with such redemption, the Related Series A Equipment Notes (in the case of redemption hereunder of Series A Equipment Notes) or the Related Series B Equipment Notes (in the case of redemption hereunder of Series B Equipment Notes) or the Related Series C Equipment Notes (in the case of redemption hereunder of Series C Equipment Notes) or the Related Additional Series Equipment Notes in respect of the Additional Series Equipment Notes being redeemed (in the case of redemption hereunder of any Additional Series Equipment Notes), as the case may be, shall also be redeemed; and (ii) if, simultaneously with such redemption, new Series A Equipment Notes (in the case of redemption hereunder of Series A Equipment Notes), new Series B Equipment Notes (in the case of redemption hereunder of Series B Equipment Notes), new Series C Equipment Notes (in the case of redemption hereunder of Series C Equipment Notes) or new Additional Series Equipment Notes of the same Series designation as the Additional Series Equipment Notes being redeemed (in the case of redemption hereunder of Additional Series Equipment Notes), in any such case, having terms that may be the same as or different from those of the redeemed Equipment Notes, are being issued, such new Equipment Notes shall be issued in accordance with Section 2.02 of the Participation Agreement, Section 4(a)(v) of the Note Purchase Agreement and Section 8.01(c) of the Intercreditor Agreement. (c) Notwithstanding anything to the contrary in Section 2.11(a) or (b), so long as the Company or any of its Affiliates beneficially owns 100% of the Pass Through Certificates issued by any Pass Through Trustee, the redemption price shall not include, and no Noteholder shall have any right to otherwise claim, any Make-Whole Amount with respect to the Series of Equipment Notes issued to the Subordination Agent for the benefit of such Pass Through Trustee.

Voluntary Redemption of Equipment Notes. (a) Except as provided in Section 2.11(b), all (all, but not less than all) , of the Equipment Notes may be redeemed by Company the Owner at any time upon at least 30 15 days’ revocable prior written notice to the Loan Trustee and the Noteholders, and such Equipment Notes shall be redeemed in whole at a redemption price equal to 100% of the unpaid principal amount thereof, together with accrued and unpaid interest thereon to (but excluding) the date of redemption and all other Secured Obligations owed or then due and payable to the Noteholders, plus Make-Whole Amount, if any; provided that no redemption shall be permitted under this Section 2.11(a) unless, simultaneously with such redemption, the Related Equipment Notes shall also be redeemed. (b) All of the Series A B Equipment Notes Notes, or all of any Series series of Additional Series Equipment Notes (or any combination of the foregoing) may be redeemed by Company the Owner upon at least 30 15 days’ revocable prior written notice to the Loan Trustee and the Noteholders of each Series to be redeemed, and such Series of Equipment Notes being redeemed pursuant to this Section 2.11(b) shall be redeemed in whole at a redemption price equal to 100% of the unpaid principal amount thereof, together with accrued and unpaid interest thereon to (but excluding) the date of redemption and all other Secured Obligations owed or then due and payable to the Noteholders of such Series, plus Make-Make- Whole Amount, if any; provided that: (i) no redemption shall be permitted under this Section 2.11(b) unless, simultaneously with such redemption, the Related Series A B Equipment Notes (in the case of redemption hereunder of Series A B Equipment Notes) ), or the Related Additional Series Equipment Notes in respect of the Additional Series Equipment Notes being redeemed (in the case of redemption hereunder of any series of Additional Series Equipment Notes), as the case may be, shall also be redeemed; and (ii) if, simultaneously with such redemption, new Series A B Equipment Notes (in the case of redemption hereunder of Series A B Equipment Notes) ), or a new series of Additional Series Equipment Notes of the same Series series designation as the Additional Addition Series Equipment Notes being redeemed (in the case of redemption hereunder of a series of Additional Series Equipment Notes), which, in any such case, having may have terms that may be the same as or different from those of the redeemed Equipment Notes, are being issued, such new Equipment Notes shall be issued in accordance with Section 2.02 of the Participation Agreement, Section 4(b)(iv) of the Note Purchase Agreement and Section 8.01(c) of the Intercreditor Agreement. (c) Notwithstanding anything to the contrary in Section 2.11(a) or (b), so long as Company LATAM, the Owner or any of its their respective Affiliates (or any combination thereof) beneficially owns 100% of the Pass Through Certificates issued by any Pass Through Trustee, the redemption price shall not include, and no Noteholder shall have any right to otherwise claim, any Make-Whole Amount with respect to the Series of Equipment Notes issued to the Subordination Agent for the benefit of such Pass Through Trustee.

Voluntary Redemption of Equipment Notes. (a) Except as provided in Section 2.11(b), all (but not less than all) of the Equipment Notes may be redeemed by the Company at any time upon at least 30 days’ revocable prior written notice to the Loan Trustee and the Noteholders, and such Equipment Notes shall be redeemed in whole at a redemption price equal to 100% of the unpaid principal amount thereof, together with accrued and unpaid interest thereon to (but excluding) the date of redemption and all other Secured Obligations owed or then due and payable to the Noteholders, plus Make-Whole Amount, if any; provided that no redemption shall be permitted under this Section 2.11(a) unless, simultaneously with such redemption, the Related Equipment Notes shall also be redeemed. (b) All of the Series A B Equipment Notes or all of any Series of Additional Series Equipment Notes (or any combination of the foregoing) may be redeemed by the Company upon at least 30 days’ revocable prior written notice to the Loan Trustee and the Noteholders of each Series to be redeemed, and such Series of Equipment Notes being redeemed pursuant to this Section 2.11(b) shall be redeemed in whole at a redemption price equal to 100% of the unpaid principal amount thereof, together with accrued and unpaid interest thereon to (but excluding) the date of redemption and all other Secured Obligations owed or then due and payable to the Noteholders of such Series, plus Make-Whole Amount, if any; provided that: (i) no redemption shall be permitted under this Section 2.11(b) unless, simultaneously with such redemption, the Related Series A B Equipment Notes (in the case of redemption hereunder of Series A B Equipment Notes) or the Related Additional Series Equipment Notes in respect of the Additional Series Equipment Notes being redeemed (in the case of redemption hereunder of any Additional Series Equipment Notes), as the case may be, shall also be redeemed; and (ii) if, simultaneously with such redemption, new Series A B Equipment Notes (in the case of redemption hereunder of Series A B Equipment Notes) or new Additional Series Equipment Notes of the same Series designation as the Additional Series Equipment Notes being redeemed (in the case of redemption hereunder of Additional Series Equipment Notes), in any such case, having terms that may be the same as or different from those of the redeemed Equipment Notes, are being issued, such new Equipment Notes shall be issued in accordance with Section 2.02 of the Participation Agreement, Section 4(a)(v) of the Note Purchase Agreement and Section 8.01(c) of the Intercreditor Agreement. (c) Notwithstanding anything to the contrary in Section 2.11(a) or (b), so long as the Company or any of its Affiliates beneficially owns 100% of the Pass Through Certificates issued by any Pass Through Trustee, the redemption price shall not include, and no Noteholder shall have any right to otherwise claim, any Make-Whole Amount with respect to the Series of Equipment Notes issued to the Subordination Agent for the benefit of such Pass Through Trustee.

Voluntary Redemption of Equipment Notes. (a) Except as provided in Section 2.11(b), all (but not less than all) of the Equipment Notes may be redeemed by Company at any time upon at least 30 days’ revocable prior written notice to Loan Trustee and Noteholders, and such Equipment Notes shall be redeemed in whole at a redemption price equal to 100% of the unpaid principal amount thereof, together with accrued and unpaid interest thereon to (but excluding) the date of redemption and all other Secured Obligations owed or then due and payable to Noteholders, plus Make-Whole Amount, if any; provided that no redemption shall be permitted under this Section 2.11(a) unless, simultaneously with such redemption, the Related Equipment Notes shall also be redeemed. (b) All of the Series A Equipment Notes or all of the Series B Equipment Notes or all of any Series of Additional Series Equipment Notes (or any combination of the foregoing) may be redeemed by Company upon at least 30 days’ revocable prior written notice to Loan Trustee and Noteholders of each Series to be redeemed, and such Series of Equipment Notes being redeemed pursuant to this Section 2.11(b) shall be redeemed in whole at a redemption price equal to 100% of the unpaid principal amount thereof, together with accrued and unpaid interest thereon to (but excluding) the date of redemption and all other Secured Obligations owed or then due and payable to Noteholders of such Series, plus Make-Whole Amount, if any; provided that: (i) no redemption shall be permitted under this Section 2.11(b) unless, simultaneously with such redemption, the Related Series A Equipment Notes (in the case of redemption hereunder of Series A Equipment Notes) or the Related Series B Equipment Notes (in the case of redemption hereunder of Series B Equipment Notes) or the Related Additional Series Equipment Notes in respect of the Additional Series Equipment Notes being redeemed (in the case of redemption hereunder of any Additional Series Equipment Notes), as the case may be, shall also be redeemed; and (ii) if, simultaneously with such redemption, new Series A Equipment Notes (in the case of redemption hereunder of Series A Equipment Notes), new Series B Equipment Notes (in the case of redemption hereunder of Series B Equipment Notes) or new Additional Series Equipment Notes of the same Series designation as the Additional Series Equipment Notes being redeemed (in the case of redemption hereunder of Additional Series Equipment Notes), in any such case, having terms that may be the same as or different from those of the redeemed Equipment Notes, are being issued, such new Equipment Notes shall be issued in accordance with Section 2.02 of the Participation Agreement and Section 8.01(c) of the Intercreditor Agreement. (c) Notwithstanding anything to the contrary in Section 2.11(a) or (b), so long as Company or any of its Affiliates beneficially owns 100% of the Pass Through Certificates issued by any Pass Through Trustee, the redemption price shall not include, and no Noteholder shall have any right to otherwise claim, any Make-Whole Amount with respect to the Series of Equipment Notes issued to Subordination Agent for the benefit of such Pass Through Trustee.

Voluntary Redemption of Equipment Notes. (a) Except as provided in Section 2.11(b), all (all, but not less than all) , of the Equipment Notes may be redeemed by the Company at any time upon at least 30 15 days’ revocable prior written notice to the Loan Trustee and the Noteholders, and such Equipment Notes shall be redeemed in whole at a redemption price equal to 100% of the unpaid principal amount thereof, together with accrued and unpaid interest thereon to (but excluding) the date of redemption and all other Secured Obligations owed or then due and payable to the Noteholders, plus Make-Whole Amount, if any; provided that no redemption shall be permitted under this Section 2.11(a) unless, simultaneously with such redemption, the Related Equipment Notes shall also be redeemed. (b) All of the Series A B Equipment Notes or all of any the Series of Additional Series C Equipment Notes (or any combination of the foregoingboth) may be redeemed by the Company upon at least 30 15 days’ revocable prior written notice to the Loan Trustee and the Noteholders of each Series to be redeemed, and such Series of Equipment Notes being redeemed pursuant to this Section 2.11(b) shall be redeemed in whole at a redemption price equal to 100% of the unpaid principal amount thereof, together with accrued and unpaid interest thereon to (but excluding) the date of redemption and all other Secured Obligations owed or then due and payable to the Noteholders of such Series, plus Make-Whole Amount, if any; provided that: (i) no redemption shall be permitted under this Section 2.11(b) unless, simultaneously with such redemption, the Related Series A B Equipment Notes (in the case of redemption hereunder of Series A B Equipment Notes) or the Related Additional Series C Equipment Notes in respect of the Additional Series Equipment Notes being redeemed (in the case of redemption hereunder of any Additional Series C Equipment Notes), as the case may be, shall also be redeemed; and (ii) if, simultaneously with such redemption, new Series A B Equipment Notes (in the case of redemption hereunder of Series A B Equipment Notes) or new Additional Series C Equipment Notes of the same Series designation as the Additional Series Equipment Notes being redeemed (in the case of redemption hereunder of Additional Series C Equipment Notes), which, in any such case, having may have terms that may be the same as or different from those of the redeemed Equipment Notes, are being issued, such new Equipment Notes shall be issued in accordance with Section 2.02 of the Participation Agreement, Section 4(a)(v) of the Note Purchase Agreement and Section 8.01(c) of the Intercreditor Agreement. (c) Notwithstanding anything to the contrary in Section 2.11(a) or (b), so long as the Company or any of its Affiliates beneficially owns 100% of the Pass Through Certificates issued by any Pass Through Trustee, the redemption price shall not include, and no Noteholder shall have any right to otherwise claim, any Make-Whole Amount with respect to the Series of Equipment Notes issued to the Subordination Agent for the benefit of such Pass Through Trustee.

Voluntary Redemption of Equipment Notes. (a) Except as provided in Section 2.11(b), all (but not less than all) of the Equipment Notes may be redeemed by Company at any time upon at least 30 days’ revocable prior written notice to Loan Trustee and Noteholders, and such Equipment Notes shall be redeemed in whole at a redemption price equal to 100% of the unpaid principal amount thereof, together with accrued and unpaid interest thereon to (but excluding) the date of redemption and all other Secured Obligations owed or then due and payable to Noteholders, plus Make-Whole Amount, if any; provided that no redemption shall be permitted under this Section 2.11(a) unless, simultaneously with such redemption, the Related Equipment Notes shall also be redeemed. (b) All of the Series A B Equipment Notes or all of any Series of the Additional Series Equipment Notes (or any combination of the foregoing) may be redeemed by Company upon at least 30 days’ revocable prior written notice to Loan Trustee and Noteholders of each Series to be redeemed, and such Series of Equipment Notes being redeemed pursuant to this Section 2.11(b) shall be redeemed in whole at a redemption price equal to 100% of the unpaid principal amount thereof, together with accrued and unpaid interest thereon to (but excluding) the date of redemption and all other Secured Obligations owed or then due and payable to Noteholders of such Series, plus Make-Whole Amount, if any; provided that: (i) no redemption shall be permitted under this Section 2.11(b) unless, simultaneously with such redemption, the Related Series A B Equipment Notes (in the case of redemption hereunder of Series A B Equipment Notes) or the Related Additional Series Equipment Notes in respect of the Additional Series Equipment Notes being redeemed (in the case of redemption hereunder of any Additional Series Equipment Notes), as the case may be, shall also be redeemed; and (ii) if, simultaneously with such redemption, new Series A B Equipment Notes (in the case of redemption hereunder of Series A B Equipment Notes) or new Additional Series Equipment Notes of the same Series designation as the Additional Series Equipment Notes being redeemed (in the case of redemption hereunder of Additional Series Equipment Notes), which, in any such case, having may have terms that may be the same as or different from those of the redeemed Equipment Notes, are being issued, such new Equipment Notes shall be issued in accordance with Section 2.02 of the Participation Agreement, Section 4(a)(v) of the Note Purchase Agreement and Section 8.01(c) of the Intercreditor Agreement. (c) Notwithstanding anything to the contrary in Section 2.11(a) or (b), so long as Company or any of its Affiliates beneficially owns 100% of the Pass Through Certificates issued by any Pass Through Trustee, the redemption price shall not include, and no Noteholder shall have any right to otherwise claim, any Make-Whole Amount with respect to the Series of Equipment Notes issued to Subordination Agent for the benefit of such Pass Through Trustee.

Voluntary Redemption of Equipment Notes. (a) Except as provided in Section 2.11(b), all (all, but not less than all) , of the Equipment Notes may be redeemed by Company the Owner at any time upon at least 30 15 days’ revocable prior written notice to the Loan Trustee and the Noteholders, and such Equipment Notes shall be redeemed in whole at a redemption price equal to 100% of the unpaid principal amount thereof, together with accrued and unpaid interest thereon to (but excluding) the date of redemption and all other Secured Obligations owed or then due and payable to the Noteholders, plus Make-Whole Amount, if any; provided that no redemption shall be permitted under this Section 2.11(a) unless, simultaneously with such redemption, the Related Equipment Notes shall also be redeemed.. Indenture and Security Agreement (b) All of the Series A B Equipment Notes Notes, or all of any Series series of Additional Series Equipment Notes (or any combination of the foregoing) may be redeemed by Company the Owner upon at least 30 15 days’ revocable prior written notice to the Loan Trustee and the Noteholders of each Series to be redeemed, and such Series of Equipment Notes being redeemed pursuant to this Section 2.11(b) shall be redeemed in whole at a redemption price equal to 100% of the unpaid principal amount thereof, together with accrued and unpaid interest thereon to (but excluding) the date of redemption and all other Secured Obligations owed or then due and payable to the Noteholders of such Series, plus Make-Whole Amount, if any; provided that: (i) no redemption shall be permitted under this Section 2.11(b) unless, simultaneously with such redemption, the Related Series A B Equipment Notes (in the case of redemption hereunder of Series A B Equipment Notes) ), or the Related Additional Series Equipment Notes in respect of the Additional Series Equipment Notes being redeemed (in the case of redemption hereunder of any series of Additional Series Equipment Notes), as the case may be, shall also be redeemed; and (ii) if, simultaneously with such redemption, new Series A B Equipment Notes (in the case of redemption hereunder of Series A B Equipment Notes) ), or a new series of Additional Series Equipment Notes of the same Series series designation as the Additional Addition Series Equipment Notes being redeemed (in the case of redemption hereunder of a series of Additional Series Equipment Notes), which, in any such case, having may have terms that may be the same as or different from those of the redeemed Equipment Notes, are being issued, such new Equipment Notes shall be issued in accordance with Section 2.02 of the Participation Agreement, Section 4(b)(iv) of the Note Purchase Agreement and Section 8.01(c) of the Intercreditor Agreement. (c) Notwithstanding anything to the contrary in Section 2.11(a) or (b), so long as Company LATAM, the Owner or any of its their respective Affiliates (or any combination thereof) beneficially owns 100% of the Pass Through Certificates issued by any Pass Through Trustee, the redemption price shall not include, and no Noteholder shall have any right to otherwise claim, any Make-Whole Amount with respect to the Series of Equipment Notes issued to the Subordination Agent for the benefit of such Pass Through Trustee.. Indenture and Security Agreement

Voluntary Redemption of Equipment Notes. (a) Except as provided in Section 2.11(b), all All (but not less than all) of the Equipment Notes may be redeemed by Company at any time upon at least 30 days’ revocable prior written notice to Loan Trustee and Noteholders, and such Equipment Notes shall be redeemed in whole at a redemption price equal to 100% of the unpaid principal amount thereof, together with accrued and unpaid interest thereon to (but excluding) the date of redemption and all other Secured Obligations (other than any Related Secured Obligations) owed or then due and payable to Noteholders, plus Make-Whole Amount, if any; provided that no redemption shall be permitted under this Section 2.11(a) unless, simultaneously with such redemption, the Related Equipment Notes shall also be redeemed. (b) All of the Series A Equipment Notes or all of any of the Series B or Series C or of any particular series of Additional Series Equipment Notes (or any combination of the foregoing) may be redeemed by Company upon at least 30 days’ revocable prior written notice to Loan Trustee and Noteholders of each Series to be redeemed, and such Series of Equipment Notes being redeemed pursuant to this Section 2.11(b) shall be redeemed in whole at a redemption price equal to 100% of the unpaid principal amount thereof, together with accrued and unpaid interest thereon to (but excluding) the date of redemption and all other Secured Obligations (other than any Related Secured Obligations) owed or then due and payable to Noteholders of such Series, plus Make-Whole Amount, if any; provided that: (i) that no redemption shall be permitted under this Section 2.11(b) unless, unless the following conditions have been satisfied: (1) simultaneously with such redemption, the Related Series A B Equipment Notes (in the case of redemption hereunder of the Series A B Equipment Notes), Related Series C Equipment Notes (in the case of redemption hereunder of the Series C Equipment Notes) or the Related Additional Series Equipment Notes in respect of the Additional Series Equipment Notes being redeemed (in the case of redemption hereunder of any series of Additional Series Equipment Notes), as the case may be, shall also be redeemed; and and (ii2) if, simultaneously with such redemption, new Series A B Equipment Notes (in the case of redemption hereunder of the Series A B Equipment Notes), new Series C Equipment Notes (in the case of redemption hereunder of the Series C Equipment Notes) or new Additional Series Equipment Notes of the same Series designation as the Additional Series Equipment Notes series being redeemed (in the case of redemption hereunder of a series of Additional Series Equipment Notes), which, in any such case, having may have terms that may be the same as or different from those of the redeemed Equipment Notes, are being issued, such new Equipment Notes shall be issued in accordance with Section Sections 2.02 and 6.02(g) of the Participation Agreement, Section 4(a)(vi) of the Note Purchase Agreement and Section 8.01(c) of the Intercreditor Agreement. (c) Notwithstanding anything to the contrary in Section 2.11(a) or (b), so long as Company or any of its Affiliates beneficially owns 100% of the Pass Through Certificates issued by any Pass Through Trustee, the redemption price shall not include, and no Noteholder shall have any right to otherwise claim, any Make-Whole Amount with respect to the Series of Equipment Notes issued to Subordination Agent for the benefit of such Pass Through Trustee.

Voluntary Redemption of Equipment Notes. (a) Except as provided in Section 2.11(b), all (all, but not less than all) , of the Equipment Notes may be redeemed by the Company at any time upon at least 30 15 days’ revocable prior written notice to the Loan Trustee and the Noteholders, and such Equipment Notes shall be redeemed in whole at a redemption price equal to 100% of the unpaid principal amount thereof, together with accrued and unpaid interest thereon to (but excluding) the date of redemption and all other Secured Obligations owed or then due and payable to the Noteholders, plus Make-Whole Amount, if any; provided that no redemption shall be permitted under this Section 2.11(a) unless, simultaneously with such redemption, the Related Equipment Notes shall also be redeemed. (b) All of the Series A B Equipment Notes or all of any Series series of Additional Series Equipment Notes (or any combination of the foregoing) may be redeemed by the Company upon at least 30 15 days’ revocable prior written notice to the Loan Trustee and the Noteholders of each Series to be redeemed, and such Series of Equipment Notes being redeemed pursuant to this Section 2.11(b) shall be redeemed in whole at a redemption price equal to 100% of the unpaid principal amount thereof, together with accrued and unpaid interest thereon to (but excluding) the date of redemption and all other Secured Obligations owed or then due and payable to the Noteholders of such Series, plus Make-Whole Amount, if any; provided that: (i) no redemption shall be permitted under this Section 2.11(b) unless, simultaneously with such redemption, the Related Series A B Equipment Notes (in the case of redemption hereunder of Series A B Equipment Notes) or the Related Additional Series Equipment Notes in respect of the Additional Series Equipment Notes being redeemed (in the case of redemption hereunder of any series of Additional Series Equipment Notes), as the case may be, shall also be redeemed; and (ii) if, simultaneously with such redemption, new Series A B Equipment Notes (in the case of redemption hereunder of Series A B Equipment Notes) or a new series of Additional Series Equipment Notes of the same Series series designation as the Additional Addition Series Equipment Notes being redeemed (in the case of redemption hereunder of a series of Additional Series Equipment Notes), which, in any such case, having may have terms that may be the same as or different from those of the redeemed Equipment Notes, are being issued, such new Equipment Notes shall be issued in accordance with Section 2.02 of the Participation Agreement, Section 4(a)(v) of the Note Purchase Agreement and Section 8.01(c) of the Intercreditor Agreement. (c) Notwithstanding anything to the contrary in Section 2.11(a) or (b), so long as the Company or any of its Affiliates beneficially owns 100% of the Pass Through Certificates issued by any Pass Through Trustee, the redemption price shall not include, and no Noteholder shall have any right to otherwise claim, any Make-Whole Amount with respect to the Series of Equipment Notes issued to the Subordination Agent for the benefit of such Pass Through Trustee.

Voluntary Redemption of Equipment Notes. (a) Except as provided in Section 2.11(b), all (all, but not less than all) , of the Equipment Notes may be redeemed by the Company at any time upon at least 30 15 days’ revocable prior written notice to the Loan Trustee and the Noteholders, and such Equipment Notes shall be redeemed in whole at a redemption price equal to 100% of the unpaid principal amount thereof, together with accrued and unpaid interest thereon to (but excluding) the date of redemption and all other Secured Obligations owed or then due and payable to the Noteholders, plus Make-Whole Amount, if any; provided that no redemption shall be permitted under this Section 2.11(a) unless, simultaneously with such redemption, the Related Equipment Notes shall also be redeemed. (b) All of the Series A Equipment Notes or all of any Series series of Additional Series Equipment Notes (or any combination of the foregoing) may be redeemed by the Company upon at least 30 15 days’ revocable prior written notice to the Loan Trustee and the Noteholders of each Series to be redeemed, and such Series of Equipment Notes being redeemed pursuant to this Section 2.11(b) shall be redeemed in whole at a redemption price equal to 100% of the unpaid principal amount thereof, together with accrued and unpaid interest thereon to (but excluding) the date of redemption and all other Secured Obligations owed or then due and payable to the Noteholders of such Series, plus Make-Whole Amount, if any; provided that: (i) no redemption shall be permitted under this Section 2.11(b) unless, simultaneously with such redemption, the Related Series A Equipment Notes (in the case of redemption hereunder of Series A Equipment Notes) or the Related Additional Series Equipment Notes in respect of the Additional Series Equipment Notes being redeemed (in the case of redemption hereunder of any series of Additional Series Equipment Notes), as the case may be, shall also be redeemed; and (ii) if, simultaneously with such redemption, new Series A Equipment Notes (in the case of redemption hereunder of Series A Equipment Notes) or a new series of Additional Series Equipment Notes of the same Series series designation as the Additional Series Equipment Notes being redeemed (in the case of redemption hereunder of a series of Additional Series Equipment Notes), which, in any such case, having may have terms that may be the same as or different from those of the redeemed Equipment Notes, are being issued, such new Equipment Notes shall be issued in accordance with Section 2.02 of the Participation Agreement, Section 4(a)(v) of the Note Purchase Agreement and Section 8.01(c) of the Intercreditor Agreement. (c) Notwithstanding anything to the contrary in Section 2.11(a) or (b), so long as the Company or any of its Affiliates beneficially owns 100% of the Pass Through Certificates issued by any Pass Through Trustee, the redemption price shall not include, and no Noteholder shall have any right to otherwise claim, any Make-Whole Amount with respect to the Series of Equipment Notes issued to the Subordination Agent for the benefit of such Pass Through Trustee.

Voluntary Redemption of Equipment Notes. (a) Except as provided in Section 2.11(b), all (but not less than all) of the Equipment Notes may be redeemed by the Company at any time upon at least 30 days’ revocable prior written notice to the Loan Trustee and the Noteholders, and such Equipment Notes shall be redeemed in whole at a redemption price equal to 100% of the unpaid principal amount thereof, together with accrued and unpaid interest thereon to (but excluding) the date of redemption and all other Secured Obligations owed or then due and payable to the Noteholders, plus Make-Whole Amount, if any; provided that no redemption shall be permitted under this Section 2.11(a) unless, simultaneously with such redemption, the Related Equipment Notes shall also be redeemed. (b) All of the Series A B Equipment Notes or all of any Series of Additional Series Equipment Notes (or any combination of the foregoing) may be redeemed by the Company upon at least 30 days’ revocable prior written notice to the Loan Trustee and the Noteholders of each Series to be redeemed, and such Series of Equipment Notes being redeemed pursuant to this Section 2.11(b) shall be redeemed in whole at a redemption price equal to 100% of the unpaid principal amount thereof, together with accrued and unpaid interest thereon to (but excluding) the date of redemption and all other Secured Obligations owed or then due and payable to the Noteholders of such Series, plus Make-Whole Amount, if any; provided that: (i) no redemption shall be permitted under this Section 2.11(b) unless, simultaneously with such redemption, the Related Series A B Equipment Notes (in the case of redemption hereunder of Series A B Equipment Notes) or the Related Additional Series Equipment Notes in respect of the Additional Series Equipment Notes being redeemed (in the case of redemption hereunder of any Additional Series Equipment Notes), as the case may be, shall also be redeemed; and (ii) if, simultaneously with such redemption, new Series A B Equipment Notes (in the case of redemption hereunder of Series A B Equipment Notes) or new Additional Series Equipment Notes of the same Series designation as the Additional Series Equipment Notes being redeemed (in the case of redemption hereunder of Additional Series Equipment Notes), in any such case, having terms that may be the same as or different from those of the redeemed Equipment Notes, are being issued, such new Equipment Notes shall be issued in accordance with Section 2.02 of the Participation Agreement, Section 4(a)(v) of the Note Purchase Agreement and Section 8.01(c) of the Intercreditor Agreement. Indenture and Security Agreement (Spirit 2015-1 EETC) [Reg. No.] (c) Notwithstanding anything to the contrary in Section 2.11(a) or (b), so long as the Company or any of its Affiliates beneficially owns 100% of the Pass Through Certificates issued by any Pass Through Trustee, the redemption price shall not include, and no Noteholder shall have any right to otherwise claim, any Make-Whole Amount with respect to the Series of Equipment Notes issued to the Subordination Agent for the benefit of such Pass Through Trustee.

Voluntary Redemption of Equipment Notes. (a) Except as provided in Section 2.11(b), all (all, but not less than all) , of the Equipment Notes may be redeemed by the Company at any time upon at least 30 15 days’ revocable prior written notice to the Loan Trustee and the Noteholders, and such Equipment Notes shall be redeemed in whole at a redemption price equal to 100% of the unpaid principal amount thereof, together with accrued and unpaid interest thereon to (but excluding) the date of redemption and all other Secured Obligations owed or then due and payable to the Noteholders, plus Make-Whole Amount, if any; provided that no redemption shall be permitted under this Section 2.11(a) unless, simultaneously contemporaneously with such redemption, the Related Equipment Notes shall also be redeemed. (b) All of the Series A B Equipment Notes or all of any Series of Additional Series Equipment Notes (or any combination of the foregoing) may be redeemed by the Company upon at least 30 15 days’ revocable prior written notice to the Loan Trustee and the Noteholders of each Series to be redeemed, and such Series of Equipment Notes being redeemed pursuant to this Section 2.11(b) shall be redeemed in whole at a redemption price equal to 100% of the unpaid principal amount thereof, together with accrued and unpaid interest thereon to (but excluding) the date of redemption and all other Secured Obligations owed or then due and payable to the Noteholders of such Series, plus Make-Whole Amount, if any; provided that: (i) no redemption shall be permitted under this Section 2.11(b) unless, simultaneously contemporaneously with such redemption, the Related Series A B Equipment Notes (in the case of redemption hereunder of Series A B Equipment Notes) or the Related Additional Series Equipment Notes in respect of the Series of Additional Series Equipment Notes being redeemed (in the case of redemption hereunder of any series of Additional Series Equipment Notes), as the case may be, shall also be redeemed; and (ii) if, simultaneously contemporaneously with such redemptionredemption or at any time thereafter, new Series A B Equipment Notes (in the case of redemption hereunder of Series A B Equipment Notes) or a new Series of Additional Series Equipment Notes of the same Series designation as the Series of Additional Series Equipment Notes being redeemed (in the case of redemption hereunder of a series of Additional Series Equipment Notes), which, in any such case, having may have terms that may be the same as or different from those of the redeemed Equipment Notes, are being issued, such new Equipment Notes shall be issued in accordance with Section 2.02 of the Participation Agreement, Section 4(a)(v) of the Note Purchase Agreement and Section 8.01(c) of the Intercreditor Agreement. (c) Notwithstanding anything to the contrary in Section 2.11(a) or (b), so long as the Company or any of its Affiliates beneficially owns 100% of the Pass Through Certificates issued by any Pass Through Trustee, the redemption price shall not include, and no Noteholder shall have any right to otherwise claim, any Make-Whole Amount with respect to the Series of Equipment Notes issued to the Subordination Agent for the benefit of such Pass Through Trustee. 21 Indenture and Security Agreement (American Airlines 2021-1 EETC) [Reg. No.] (d) For the avoidance of doubt, any change in the principal amount of any Equipment Note in connection with any substitution pursuant to Section 7.04(f) shall not constitute or be deemed to constitute a redemption of such Equipment Note.

Voluntary Redemption of Equipment Notes. (a) Except as provided in Section 2.11(b), all (but not less than all) of the Equipment Notes may be redeemed by the Company at any time upon at least 30 days’ revocable prior written notice to the Loan Trustee and the Noteholders, and such Equipment Notes shall be redeemed in whole at a redemption price equal to 100% of the unpaid principal amount thereof, together with accrued and unpaid interest thereon to (but excluding) the date of redemption and all other Secured Obligations owed or then due and payable to the Noteholders, plus Make-Whole Amount, if any; provided that no redemption shall be permitted under this Section 2.11(a) unless, simultaneously with such redemption, the Related Equipment Notes shall also be redeemed. (b) All of the Series A Equipment Notes or all of the Series B Equipment Notes or all of any Series of Additional Series Equipment Notes (or any combination of the foregoing) may be redeemed by the Company upon at least 30 days’ revocable prior written notice to the Loan Trustee and the Noteholders of each Series to be redeemed, and such Series of Equipment Notes being redeemed pursuant to this Section 2.11(b) shall be redeemed in whole at a redemption price equal to 100% of the unpaid principal amount thereof, together with accrued and unpaid interest thereon to (but excluding) the date of redemption and all other Secured Obligations owed or then due and payable to the Noteholders of such Series, plus Make-Whole Amount, if any; provided that:: 19 Indenture and Security Agreement (Spirit 2017-1 EETC) [Reg. No.] (i) no redemption shall be permitted under this Section 2.11(b) unless, simultaneously with such redemption, the Related Series A Equipment Notes (in the case of redemption hereunder of Series A Equipment Notes) or the Related Series B Equipment Notes (in the case of redemption hereunder of Series B Equipment Notes) or the Related Additional Series Equipment Notes in respect of the Additional Series Equipment Notes being redeemed (in the case of redemption hereunder of any Additional Series Equipment Notes), as the case may be, shall also be redeemed; and (ii) if, simultaneously with such redemption, new Series A Equipment Notes (in the case of redemption hereunder of Series A Equipment Notes), new Series B Equipment Notes (in the case of redemption hereunder of Series B Equipment Notes) or new Additional Series Equipment Notes of the same Series designation as the Additional Series Equipment Notes being redeemed (in the case of redemption hereunder of Additional Series Equipment Notes), in any such case, having terms that may be the same as or different from those of the redeemed Equipment Notes, are being issued, such new Equipment Notes shall be issued in accordance with Section 2.02 of the Participation Agreement, Section 4(a)(v) of the Note Purchase Agreement and Section 8.01(c) of the Intercreditor Agreement. (c) Notwithstanding anything to the contrary in Section 2.11(a) or (b), so long as the Company or any of its Affiliates beneficially owns 100% of the Pass Through Certificates issued by any Pass Through Trustee, the redemption price shall not include, and no Noteholder shall have any right to otherwise claim, any Make-Whole Amount with respect to the Series of Equipment Notes issued to the Subordination Agent for the benefit of such Pass Through Trustee.

Voluntary Redemption of Equipment Notes. (a) Except as provided in Section 2.11(b), all (all, but not less than all) , of the Equipment Notes may be redeemed by the Company at any time upon at least 30 15 days’ revocable prior written notice to the Loan Trustee and the Noteholders, and such Equipment Notes shall be redeemed in whole at a redemption price equal to 100% of the unpaid principal amount thereof, together with accrued and unpaid interest thereon to (but excluding) the date of redemption and all other Secured Obligations (other than any Related Secured Obligations) owed or then due and payable to the Noteholders, plus Make-Whole Amount, if any; provided that no redemption shall be permitted under this Section 2.11(a) unless, simultaneously with such redemption, the Related Equipment Notes shall also be redeemed. (b) All If issued, all of the Series A B Equipment Notes or all of any Series of Additional Series Equipment Notes (or any combination of the foregoing) may be redeemed by the Company upon at least 30 15 days’ revocable prior written notice to the Loan Trustee and the Noteholders of each the Series to be redeemedB Equipment Notes, and such the Series of B Equipment Notes being redeemed pursuant to this Section 2.11(b) shall be redeemed in whole at a redemption price equal to 100% of the unpaid principal amount thereof, together with accrued and unpaid interest thereon to (but excluding) the date of redemption and all other Secured Obligations (other than any Related Secured Obligations) owed or then due and payable to the Noteholders of such Seriesthe Series B Equipment Notes, plus Make-Whole Amount, if any; provided that: (i) no redemption shall be permitted under this Section 2.11(b) unless, simultaneously with such redemption, the Related Series A B Equipment Notes (in the case of redemption hereunder of Series A Equipment Notes) or the Related Additional Series Equipment Notes in respect of the Additional Series Equipment Notes being redeemed (in the case of redemption hereunder of any Additional Series Equipment Notes), as the case may be, shall also be redeemed; and (ii) if, simultaneously with such redemption, new Series A Equipment Notes (in the case of redemption hereunder of Series A B Equipment Notes) or new Additional Series Equipment Notes of the same Series designation as the Additional Series Equipment Notes being redeemed (in the case of redemption hereunder of Additional Series Equipment Notes), in any such case, having which may have terms that may be the same as or different from those of the redeemed Series B Equipment Notes, are being issued, such new Series B Equipment Notes shall be issued in accordance with Section 2.02 of the Participation Agreement, Section 4(a)(v) of the Note Purchase Agreement and Section 8.01(c) of the Intercreditor Agreement. (c) Notwithstanding anything to the contrary in Section 2.11(a) or (b), so long as the Company or any of its Affiliates beneficially owns 100% of the Pass Through Certificates issued by any Pass Through Trustee, the redemption price shall not include, and no Noteholder shall have any right to otherwise claim, any Make-Whole Amount with respect to the Series of Equipment Notes issued to the Subordination Agent for the benefit of such Pass Through Trustee.