Common use of Voluntary Redemptions of Equipment Notes Clause in Contracts

Voluntary Redemptions of Equipment Notes. Borrower may redeem all or any part of the unpaid Original Amount of the Equipment Notes upon at least five (5) Business Days’ prior written notice to Security Agent and the Lenders. The Equipment Notes shall be redeemed in whole or in part without penalty or premium except as provided hereafter in this Section 2.10; provided, except in the case of a redemption of Equipment Notes with respect to which (1) Indemnified Withholding Taxes are then payable by Borrower pursuant to Section 9.3 of the Loan Agreement, (2) Increased Costs are then payable by Borrower and Borrower becomes entitled to prepay such Equipment Notes pursuant to Section 4.4 of the Loan Agreement or (3) it becomes unlawful for a Lender to maintain the indebtedness evidenced by such Equipment Note and Borrower becomes entitled to prepay such Equipment Note pursuant to Section 4.7 of the Loan Agreement (each an “Optional Redemption Triggering Event”), in which event the affected Equipment Notes shall be redeemed in whole but not in part, Borrower may not redeem an aggregate unpaid Original Amount of less than One Million Dollars ($1,000,000) or, if less, the then outstanding Original Amount thereof; and provided, further, that notwithstanding anything to the contrary in this Mortgage, the proceeds of any partial redemption shall be distributed by Security Agent to the Lenders ratably, except in the case of a redemption of Equipment Notes with respect to which an Optional Redemption Triggering Event shall occurred, in which case the proceeds of such redemption shall be distributed to the Lender or Lenders of the Equipment Notes to which such Optional Redemption Triggering Event relates. Borrower shall not be entitled to reborrow any amounts redeemed. Notwithstanding the foregoing to the contrary (except in the case of a redemption of Equipment Notes with respect to which an Optional Redemption Triggering Event shall have occurred) Borrower may not redeem all or any part of any Equipment Note prior to the third (3rd) anniversary of the Closing Date. Borrower shall pay, in addition to the redemption price, any Breakage Amount and all other Secured Obligations owing or then due and payable by Borrower to the Lenders in respect thereto.

Voluntary Redemptions of Equipment Notes. Borrower may redeem all or any part of the unpaid Original Amount (a) All (but not less than all) of the Equipment Notes may be redeemed by the Owner upon at least five (5) Business Days30 days’ revocable prior written notice to Security Agent the Mortgagee and the Lenders. The Note Holders, and such Equipment Notes shall be redeemed in whole at a redemption price equal to 100% of the unpaid Original Amount thereof, together with accrued interest thereon to the date of redemption and all other Secured Obligations (other than Related Secured Obligations) owed or in part without penalty or premium except as then due and payable to the Note Holders plus Make-Whole Amount, if any, provided hereafter in that no redemption shall be permitted under this Section 2.10; provided, except in the case of a 2.11(a) unless simultaneously with such redemption of all Related Series AA Equipment Notes with respect to which and Related Series A Equipment Notes shall also be redeemed. (1b) Indemnified Withholding Taxes are then payable by Borrower pursuant to Section 9.3 All (but not less than all) of the Loan Agreement, (2) Increased Costs are then payable by Borrower and Borrower becomes entitled to prepay such Series A Equipment Notes pursuant may be redeemed by the Owner upon at least 30 days’ revocable prior written notice to Section 4.4 the Mortgagee and the Note Holders of the Loan Agreement or (3) it becomes unlawful for a Lender to maintain the indebtedness evidenced by such Equipment Note Series, and Borrower becomes entitled to prepay such Equipment Note pursuant to Section 4.7 of the Loan Agreement (each an “Optional Redemption Triggering Event”), in which event the affected Equipment Notes shall be redeemed in whole but not in part, Borrower may not redeem an aggregate at a redemption price equal to 100% of the unpaid Original Amount of less than One Million Dollars ($1,000,000) orthereof, if less, the then outstanding Original Amount thereof; and provided, further, that notwithstanding anything together with accrued interest thereon to the contrary in this Mortgage, the proceeds date of any partial redemption shall be distributed by Security Agent to the Lenders ratably, except in the case of a redemption of Equipment Notes with respect to which an Optional Redemption Triggering Event shall occurred, in which case the proceeds of such redemption shall be distributed to the Lender or Lenders of the Equipment Notes to which such Optional Redemption Triggering Event relates. Borrower shall not be entitled to reborrow any amounts redeemed. Notwithstanding the foregoing to the contrary (except in the case of a redemption of Equipment Notes with respect to which an Optional Redemption Triggering Event shall have occurred) Borrower may not redeem all or any part of any Equipment Note prior to the third (3rd) anniversary of the Closing Date. Borrower shall pay, in addition to the redemption price, any Breakage Amount and all other Secured Obligations owing (other than Related Secured Obligations) owed or then due and payable by Borrower to the Lenders Note Holders of such Series plus Make-Whole Amount, if any; provided that no redemption shall be permitted under this Section 2.11(b) unless the following conditions have been satisfied: (1) simultaneously with such redemption, the Related Series A Equipment Notes shall also be redeemed; and (2) simultaneously with such redemption, new Series A Equipment Notes shall be reissued in respect theretoaccordance with Section 4(a)(vi) of the Note Purchase Agreement and Section 9.1(c) of the Intercreditor Agreement.

Voluntary Redemptions of Equipment Notes. Borrower may redeem (a) [At any time all or any part of the unpaid Original Amount (but not less than all) of the Equipment Notes may be redeemed by the Owner upon at least five (5) Business Days30 days’ revocable prior written notice to Security Agent the Mortgagee, and the Lenders. The such Equipment Notes shall be redeemed in whole or in part without penalty or premium except as provided hereafter in this Section 2.10; provided, except in the case of at a redemption price equal to [103]% of the unpaid Original Amount thereof, together with all accrued and unpaid interest thereon to the date of redemption and all other Secured Obligations owed or then due and payable to the Note Holders and the Liquidity Providers, but without Make-Whole Amount, provided that the Owner shall have delivered to the Mortgagee an executed officer’s certificate stating that the Aircraft to which the Equipment Notes with respect relate is to which be sold or grounded.]6 [Intentionally Omitted.] (1b) Indemnified Withholding Taxes are then payable by Borrower pursuant to Section 9.3 At any time all (but not less than all) of the Loan Agreement, (2) Increased Costs are then payable by Borrower and Borrower becomes entitled to prepay such Equipment Notes pursuant may be redeemed by the Owner upon at least 30 days’ revocable prior written notice to Section 4.4 of the Loan Agreement or (3) it becomes unlawful for a Lender to maintain the indebtedness evidenced by Mortgagee and such Equipment Note and Borrower becomes entitled to prepay such Equipment Note pursuant to Section 4.7 of the Loan Agreement (each an “Optional Redemption Triggering Event”), in which event the affected Equipment Notes shall be redeemed in whole but not in part, Borrower may not redeem an aggregate at a redemption price equal to 100% of the unpaid Original Amount of less than One Million Dollars ($1,000,000) orthereof, if less, the then outstanding Original Amount thereof; and provided, further, that notwithstanding anything together with accrued interest thereon to the contrary in this Mortgage, the proceeds date of any partial redemption shall be distributed by Security Agent to the Lenders ratably, except in the case of a redemption of Equipment Notes with respect to which an Optional Redemption Triggering Event shall occurred, in which case the proceeds of such redemption shall be distributed to the Lender or Lenders of the Equipment Notes to which such Optional Redemption Triggering Event relates. Borrower shall not be entitled to reborrow any amounts redeemed. Notwithstanding the foregoing to the contrary (except in the case of a redemption of Equipment Notes with respect to which an Optional Redemption Triggering Event shall have occurred) Borrower may not redeem all or any part of any Equipment Note prior to the third (3rd) anniversary of the Closing Date. Borrower shall pay, in addition to the redemption price, any Breakage Amount and all other Secured Obligations owing owed or then due and payable by Borrower to the Lenders Note Holders of such Series and the Liquidity Providers plus Make-Whole Amount, if any; provided that no redemption shall be permitted under this Section 2.10(b) unless simultaneously with such redemption all Related Equipment Notes shall also be redeemed. 6 Insert for 747 and 757 aircraft only. (c) At any time, all of the Series B Equipment Notes may be redeemed by the Owner upon at least 30 days’ revocable prior written notice to the Mortgagee and such Equipment Notes shall be redeemed in respect theretowhole at a redemption price equal to 100% of the unpaid Original Amount thereof, together with accrued interest thereon to the date of redemption and all other Secured Obligations owed or then due and payable to the Note Holders of such Series and the Class B Liquidity Provider (as defined in the Intercreditor Agreement) plus Make-Whole Amount, if any; provided that no redemption shall be permitted under this Section 2.10(b) unless the following conditions have been satisfied: (1) simultaneously with such redemption, the Related Series B Equipment Notes shall also be redeemed; and (2) simultaneously with such redemption, new Series B Equipment Notes shall be reissued in accordance with the terms of this Trust Indenture and Section 9.1(c) of the Intercreditor Agreement. (d) At any time the Additional Series Equipment Notes may be redeemed by the Owner upon at least 30 days’ revocable prior written notice to the Mortgagee at a redemption price equal to 100% of the unpaid Original Amount thereof, together with accrued interest thereon to the date of redemption and all other Secured Obligations owed or then due and payable to the Note Holders of such Series, plus Make-Whole Amount, if any.

Voluntary Redemptions of Equipment Notes. Borrower may redeem (a) At any time after July 2, 2009, all or any part of the unpaid Original Amount (but not less than all) of the Equipment Notes may be redeemed by the Owner upon at least five (5) Business Days30 days’ revocable prior written notice to Security Agent the Mortgagee, and the Lenders. The Equipment Notes shall be redeemed in whole or in part without penalty or premium except as provided hereafter in this Section 2.10; provided, except in the case of at a redemption price equal to 100% of Equipment Notes the unpaid Original Amount thereof, together with accrued interest thereon to the date of redemption and all other Secured Obligations owed or then due and payable to the Note Holders plus (x) with respect to which Series A Equipment Notes and Series B Equipment Notes, Make-Whole Amount, if any, and (1y) Indemnified Withholding Taxes are then payable by Borrower pursuant with respect to Section 9.3 Series C Equipment Notes, Break Amount, if any, and Prepayment Premium, if any. (b) At any time after July 2, 2009, all of the Loan AgreementSeries B Equipment Notes, (2) Increased Costs are then payable by Borrower and Borrower becomes entitled to prepay such all of Series C Equipment Notes pursuant to Section 4.4 or all of the Loan Agreement or (3) it becomes unlawful for a Lender Equipment Notes of any particular Additional Series may be redeemed by the Owner upon at least 30 days’ revocable prior written notice to maintain the indebtedness evidenced by Mortgagee and such Equipment Note and Borrower becomes entitled to prepay such Equipment Note pursuant to Section 4.7 of the Loan Agreement (each an “Optional Redemption Triggering Event”), in which event the affected Equipment Notes shall be redeemed in whole but not in part, Borrower may not redeem an aggregate at a redemption price equal to 100% of the unpaid Original Amount of less than One Million Dollars ($1,000,000) orthereof, if less, the then outstanding Original Amount thereof; and provided, further, that notwithstanding anything together with accrued interest thereon to the contrary in this Mortgage, the proceeds date of any partial redemption shall be distributed by Security Agent to the Lenders ratably, except in the case of a redemption of Equipment Notes with respect to which an Optional Redemption Triggering Event shall occurred, in which case the proceeds of such redemption shall be distributed to the Lender or Lenders of the Equipment Notes to which such Optional Redemption Triggering Event relates. Borrower shall not be entitled to reborrow any amounts redeemed. Notwithstanding the foregoing to the contrary (except in the case of a redemption of Equipment Notes with respect to which an Optional Redemption Triggering Event shall have occurred) Borrower may not redeem all or any part of any Equipment Note prior to the third (3rd) anniversary of the Closing Date. Borrower shall pay, in addition to the redemption price, any Breakage Amount and all other Secured Obligations owing owed or then due and payable by Borrower to the Lenders Note Holders of such Series plus (x) with respect to Series B Equipment Notes, Make-Whole Amount, if any, and (y) with respect to Series C Equipment Notes, Break Amount, if any, and Prepayment Premium, if any; provided that no redemption shall be permitted under this Section 2.10(b) unless the following conditions have been satisfied: (1) simultaneously with such redemption, the Related Series B Equipment Notes (in the case of redemption hereunder of the Series 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 theretoof the Additional Series Equipment Notes being redeemed (in the case of redemption of any series of Additional Series Equipment Notes), as the case may be, shall also be redeemed; and (2) simultaneously with such redemption, new Series B Equipment Notes (in the case of redemption hereunder of the Series B Equipment Notes), Series C Equipment Notes (in the case of redemption hereunder of the Series C Equipment Notes) or Additional Series Equipment Notes of the same series being redeemed (in the case of redemption hereunder of a series of Additional Series Equipment Notes) shall be reissued in accordance with the terms of this Trust Indenture and Section 9.1(c) of the Intercreditor Agreement. (c) At any time after July 2, 2009, all of the Series C Equipment Notes may be redeemed by the Owner upon at least 30 days’ revocable prior written notice to the Mortgagee at a redemption price equal to 100% of the unpaid Original Amount thereof, together with accrued interest thereon to the date of redemption and all other Secured Obligations owed or then due and payable to the Note Holders of the Series C Equipment Notes, plus Break Amount, if any, and Prepayment Premium, if any; provided that no such redemption shall be permitted unless (x) simultaneously with such redemption, the Related Series C Equipment Notes shall also be redeemed in accordance with the terms of the Related Indentures and (y) the Rating Agencies shall have provided Ratings Confirmation with respect to any Certificates (as defined in the Note Purchase Agreement) that will remain outstanding after such redemption, if such Certificates are then rated by the Rating Agencies.

Voluntary Redemptions of Equipment Notes. Borrower may redeem (a) [At any time all or any part of the unpaid Original Amount (but not less than all) of the Equipment Notes may be redeemed by the Owner upon at least five (5) Business Days30 days’ revocable prior written notice to Security Agent the Mortgagee, and the Lenders. The such Equipment Notes shall be redeemed in whole or in part without penalty or premium except as provided hereafter in this Section 2.10; provided, except in the case of at a redemption price equal to [103]% of the unpaid Original Amount thereof, together with all accrued and unpaid interest thereon to the date of redemption and all other Secured Obligations owed or then due and payable to the Note Holders and the Liquidity Provider, but without Make-Whole Amount, provided that the Owner shall have delivered to the Mortgagee an executed officer’s certificate stating that the Aircraft to which the Equipment Notes with respect relate is to which be sold or grounded.]4 [Intentionally Omitted.] (1b) Indemnified Withholding Taxes are then payable by Borrower pursuant to Section 9.3 At any time all (but not less than all) of the Loan Agreement, (2) Increased Costs are then payable by Borrower and Borrower becomes entitled to prepay such Series A Equipment Notes pursuant may be redeemed by the Owner upon at least 30 days’ revocable prior written notice to Section 4.4 of the Loan Agreement or (3) it becomes unlawful for a Lender to maintain the indebtedness evidenced by Mortgagee and such Equipment Note and Borrower becomes entitled to prepay such Equipment Note pursuant to Section 4.7 of the Loan Agreement (each an “Optional Redemption Triggering Event”), in which event the affected Equipment Notes shall be redeemed in whole but not in part, Borrower may not redeem an aggregate at a redemption price equal to 100% of the unpaid Original Amount of less than One Million Dollars ($1,000,000) orthereof, if less, the then outstanding Original Amount thereof; and provided, further, that notwithstanding anything together with accrued interest thereon to the contrary in this Mortgage, the proceeds date of any partial redemption shall be distributed by Security Agent to the Lenders ratably, except in the case of a redemption of Equipment Notes with respect to which an Optional Redemption Triggering Event shall occurred, in which case the proceeds of such redemption shall be distributed to the Lender or Lenders of the Equipment Notes to which such Optional Redemption Triggering Event relates. Borrower shall not be entitled to reborrow any amounts redeemed. Notwithstanding the foregoing to the contrary (except in the case of a redemption of Equipment Notes with respect to which an Optional Redemption Triggering Event shall have occurred) Borrower may not redeem all or any part of any Equipment Note prior to the third (3rd) anniversary of the Closing Date. Borrower shall pay, in addition to the redemption price, any Breakage Amount and all other Secured Obligations owing owed or then due and payable by Borrower to the Lenders in respect theretoNote Holders of such Series and the Liquidity Provider plus Make-Whole Amount, if any; provided that no redemption shall be permitted under this Section 2.10(b) unless simultaneously with such redemption all Related Series A Equipment Notes shall also be redeemed. (c) At any time the Additional Series Equipment Notes may be redeemed by the Owner upon at least 30 days’ revocable prior written notice to the Mortgagee at a redemption price equal to 100% of the unpaid Original Amount thereof, together with accrued interest thereon to the date of redemption and all other Secured Obligations owed or then due and payable to the Note Holders of such Series, plus Make-Whole Amount, if any. 4 Insert for 747-400 aircraft only.

Voluntary Redemptions of Equipment Notes. Borrower may redeem all or any part of the unpaid Original Amount (a) All (but not less than all) of the Equipment Notes may be redeemed by the Owner upon at least five (5) Business Days30 days’ revocable prior written notice to Security Agent the Mortgagee and the Lenders. The Note Holders, and such Equipment Notes shall be redeemed in whole at a redemption price equal to 100% of the unpaid Original Amount thereof, together with accrued interest thereon to the date of redemption and all other Secured Obligations (other than Related Secured Obligations) owed or in part without penalty or premium except as then due and payable to the Note Holders plus Make-Whole Amount, if any, provided hereafter in that no redemption shall be permitted under this Section 2.10; provided2.11(a) unless simultaneously with such redemption all Related Series AA Equipment Notes, except in the case of a redemption of Related Series A Equipment Notes, and Related Series B Equipment Notes with respect to which shall also be redeemed. (1b) Indemnified Withholding Taxes are then payable by Borrower pursuant to Section 9.3 All (but not less than all) of the Loan Agreement, (2) Increased Costs are then payable by Borrower and Borrower becomes entitled to prepay such Series A Equipment Notes pursuant may be redeemed by the Owner upon at least 30 days’ revocable prior written notice to Section 4.4 the Mortgagee and the Note Holders of the Loan Agreement or (3) it becomes unlawful for a Lender to maintain the indebtedness evidenced by such Equipment Note Series, and Borrower becomes entitled to prepay such Equipment Note pursuant to Section 4.7 of the Loan Agreement (each an “Optional Redemption Triggering Event”), in which event the affected Equipment Notes shall be redeemed in whole but not in part, Borrower may not redeem an aggregate at a redemption price equal to 100% of the unpaid Original Amount of less than One Million Dollars ($1,000,000) orthereof, if less, the then outstanding Original Amount thereof; and provided, further, that notwithstanding anything together with accrued interest thereon to the contrary in this Mortgage, the proceeds date of any partial redemption shall be distributed by Security Agent to the Lenders ratably, except in the case of a redemption of Equipment Notes with respect to which an Optional Redemption Triggering Event shall occurred, in which case the proceeds of such redemption shall be distributed to the Lender or Lenders of the Equipment Notes to which such Optional Redemption Triggering Event relates. Borrower shall not be entitled to reborrow any amounts redeemed. Notwithstanding the foregoing to the contrary (except in the case of a redemption of Equipment Notes with respect to which an Optional Redemption Triggering Event shall have occurred) Borrower may not redeem all or any part of any Equipment Note prior to the third (3rd) anniversary of the Closing Date. Borrower shall pay, in addition to the redemption price, any Breakage Amount and all other Secured Obligations owing (other than Related Secured Obligations) owed or then due and payable by Borrower to the Lenders Note Holders of such Series plus Make-Whole Amount, if any; provided that no redemption shall be permitted under this Section 2.11(b) unless simultaneously with such redemption, the Related Series A Equipment Notes shall also be redeemed. (c) All (but not less than all) of the Series B Equipment Notes may be redeemed by the Owner upon at least 30 days’ revocable prior written notice to the Mortgagee and the Note Holders of such Series, and such Equipment Notes shall be redeemed in respect theretowhole at a redemption price equal to 100% of the unpaid Original Amount thereof, together with accrued interest thereon to the date of redemption and all other Secured Obligations (other than Related Secured Obligations) owed or then due and payable to the Note Holders of such Series plus Make-Whole Amount, if any; provided that no redemption shall be permitted under this Section 2.11(c) unless simultaneously with such redemption, the Related Series B Equipment Notes shall also be redeemed.

Voluntary Redemptions of Equipment Notes. Borrower may redeem all or any part of the unpaid Original Amount (a) All (but not less than all) of the Equipment Notes may be redeemed by the Owner upon at least five (5) Business Days20 days’ revocable prior written notice to Security Agent the Note Holders given pursuant to Section 2.12(b), and the Lenders. The such Equipment Notes shall be redeemed in whole or in part without penalty or premium except as provided hereafter in this Section 2.10; provided, except in the case of at a redemption price equal to 100% of the unpaid Original Amount thereof, together with accrued interest thereon to the date of redemption and all other Secured Obligations owed or then due and payable to the Note Holders plus Make-Whole Amount, if any. (b) All (but not less than all) of the Equipment Notes with respect of any of the Series B or of any particular Series of Additional Series Equipment Notes may be redeemed by the Owner upon at least 20 days’ revocable prior written notice to which (1) Indemnified Withholding Taxes are then payable by Borrower the Note Holders of each Series to be redeemed given pursuant to Section 9.3 of the Loan Agreement, (2) Increased Costs are then payable by Borrower and Borrower becomes entitled to prepay such Equipment Notes pursuant to Section 4.4 of the Loan Agreement or (3) it becomes unlawful for a Lender to maintain the indebtedness evidenced by such Equipment Note and Borrower becomes entitled to prepay such Equipment Note pursuant to Section 4.7 of the Loan Agreement (each an “Optional Redemption Triggering Event”2.12(b), in which event the affected and such Equipment Notes shall be redeemed in whole but not in part, Borrower may not redeem an aggregate at a redemption price equal to 100% of the unpaid Original Amount of less than One Million Dollars ($1,000,000) orthereof, if less, the then outstanding Original Amount thereof; and provided, further, that notwithstanding anything together with accrued interest thereon to the contrary in this Mortgage, the proceeds date of any partial redemption shall be distributed by Security Agent to the Lenders ratably, except in the case of a redemption of Equipment Notes with respect to which an Optional Redemption Triggering Event shall occurred, in which case the proceeds of such redemption shall be distributed to the Lender or Lenders of the Equipment Notes to which such Optional Redemption Triggering Event relates. Borrower shall not be entitled to reborrow any amounts redeemed. Notwithstanding the foregoing to the contrary (except in the case of a redemption of Equipment Notes with respect to which an Optional Redemption Triggering Event shall have occurred) Borrower may not redeem all or any part of any Equipment Note prior to the third (3rd) anniversary of the Closing Date. Borrower shall pay, in addition to the redemption price, any Breakage Amount and all other Secured Obligations owing owed or then due and payable by Borrower to the Lenders Note Holders of such Series plus Make-Whole Amount, if any; provided that no redemption shall be permitted under this Section 2.11(b) unless the following conditions have been satisfied: (1) simultaneously with such redemption, the Related Series B Equipment Notes (in the case of redemption hereunder of the Series B Equipment Notes) or the Related Additional Series Equipment Notes in respect theretoof the Additional Series Equipment Notes being redeemed (in the case of redemption of any series of Additional Series Equipment Notes), as the case may be, shall also be redeemed; and (2) simultaneously with such redemption, new Series B Equipment Notes (in the case of redemption hereunder of the Series B Equipment Notes) or Additional Series Equipment Notes of the same Series being redeemed (in the case of redemption hereunder of a series of Additional Series Equipment Notes) shall be reissued in accordance with the terms of this Trust Indenture and Section 9.1(c) of the Intercreditor Agreement. (c) Notwithstanding Section 2.11(b), all (but not less than all) of the Series B Equipment Notes may be redeemed by the Owner upon at least 20 days’ revocable prior written notice to the Note Holders of Series B given pursuant to Section 2.12(b) at a redemption price equal to 100% of the unpaid Original Amount thereof, together with accrued interest thereon to the date of redemption and all other Secured Obligations owed or then due and payable to the Note Holders of the Series B Equipment Notes, plus Make-Whole Amount, if any; provided that no such redemption shall be permitted unless (x) simultaneously with such redemption, the Related Series B Equipment Notes shall also be redeemed in accordance with the terms of the Related Indentures and (y) the Rating Agencies shall have provided Ratings Confirmation with respect to any Certificates that will remain outstanding after such redemption, if such Certificates are then rated by the Rating Agencies.

Voluntary Redemptions of Equipment Notes. Borrower may redeem all or any part of the unpaid Original Amount of the Equipment Notes upon at least five (5) Business Days’ prior written notice to Security Agent and the Lenders. The Equipment Notes shall be redeemed in whole or in part without penalty or premium except as provided hereafter in this Section 2.10; provided, except in the case of a redemption of Equipment Notes with respect to which (1) Indemnified Withholding Taxes are then payable by Borrower pursuant to Section 9.3 of the Loan Agreement, (2) Increased Costs are then payable by Borrower and Borrower becomes entitled to prepay such Equipment Notes pursuant to Section 4.4 of the Loan Agreement or (3) it becomes unlawful for a Lender to maintain the indebtedness evidenced by such Equipment Note and Borrower becomes entitled to prepay such Equipment Note pursuant to Section 4.7 of the Loan Agreement (each an “Optional Redemption Triggering Event”), in which event the affected Equipment Notes shall be redeemed in whole but not in part, Borrower may not redeem an aggregate unpaid Original Amount of less than One Million Dollars ($1,000,000) or, if less, the then outstanding Original Amount thereof; and provided, further, that notwithstanding anything to the contrary in this Mortgage, the proceeds of any partial redemption shall be distributed by Security Agent to the Lenders ratably, except in the case of a redemption of Equipment Notes with respect to which an Optional Redemption Triggering Event shall occurred, in which case the proceeds of such redemption shall be distributed to the Lender or Lenders of the Equipment Notes to which such Optional Redemption Triggering Event relates. Borrower shall not be entitled to reborrow any amounts redeemed. Notwithstanding the foregoing to the contrary (except in the case of a redemption of Equipment Notes with respect to which an Optional Redemption Triggering Event shall have occurred) Borrower may not redeem all or any part of any Equipment Note prior to the third (3rd) anniversary of the Closing Date. Borrower shall pay, in addition to the redemption price, any Breakage Amount and all other Secured Obligations owing or then due and payable by Borrower to the Lenders in respect thereto.amounts

Voluntary Redemptions of Equipment Notes. Borrower may redeem all or any part of the unpaid Original Amount of the Equipment Notes upon at least five (5) 5 Business Days’ prior written notice to Security Agent Mortgagee and the Lenders. The Equipment Notes shall be redeemed in whole or in part without penalty or premium (except as provided hereafter in this Section 2.10; below) together with accrued interest on the amount to be redeemed provided, except in the case of a redemption of Equipment Notes with respect to which (1) Indemnified Withholding Taxes are then payable by Borrower pursuant to Section 9.3 of the Loan Agreement, Agreement or (2) Increased Costs are then payable by Borrower and Borrower becomes entitled to prepay such Equipment Notes pursuant to Section 4.4 of the Loan Agreement or (3) it becomes unlawful for a Lender to maintain the indebtedness evidenced by such Equipment Note and Borrower becomes entitled to prepay such Equipment Note pursuant to Section 4.7 of the Loan Agreement (each an “Optional Redemption Triggering Event”), in which event the affected Equipment Notes shall be redeemed in whole but not in part, Borrower may not redeem an aggregate unpaid Original Amount of less than One Million Dollars ($1,000,000) or, if less, the then outstanding Original Amount thereofAmount; and provided, further, that notwithstanding anything to the contrary in this Mortgage, the proceeds of any partial redemption shall be distributed by Security Agent Mortgagee to the Lenders ratably, except in the case of a redemption of Equipment Notes with respect to which an Optional Redemption Triggering Event shall have occurred, in which case the proceeds of such redemption shall be distributed to the Lender or Lenders of the Equipment Notes to which such Optional Redemption Triggering Event relatesrelate. Borrower shall not be entitled to reborrow any amounts redeemed. Notwithstanding the foregoing to the contrary In connection with any redemption (except in the case of a redemption of Equipment Notes with respect to which an Optional Redemption Triggering Event shall have has occurred) Borrower may not redeem of all or any part of any Equipment Note having a redemption date prior to the third (3rd) anniversary of the Closing Date. , Borrower shall pay, in addition pay to the holder of any such Equipment Note a redemption price, fee (the “Redemption Fee”) equal to a percentage (set forth in the table below opposite the period in which any Breakage such redemption date occurs) of the redeemed unpaid Original Amount and all other Secured Obligations owing or then due and payable by Borrower to the Lenders in respect theretoof any such Equipment Note.

Voluntary Redemptions of Equipment Notes. Borrower may redeem all or any part of the unpaid Original Amount of the Equipment Notes upon at least five (5) 5 Business Days’ prior written notice to Security Agent Mortgagee and the Lenders. The Equipment Notes shall be redeemed in whole or in part without penalty or premium (except as provided hereafter in this Section 2.10; below) together with accrued interest on the amount to be redeemed provided, except in the case of a redemption of Equipment Notes with respect to which (1) Indemnified Withholding Taxes are then payable by Borrower pursuant to Section 9.3 of the Loan Agreement, Agreement or (2) Increased Costs are then payable by Borrower and Borrower becomes entitled to prepay such Equipment Notes pursuant to Section 4.4 of the Loan Agreement or (3) it becomes unlawful for a Lender to maintain the indebtedness evidenced by such Equipment Note and Borrower becomes entitled to prepay such Equipment Note pursuant to Section 4.7 of the Loan Agreement (each an “Optional Redemption Triggering Event”), in which event the affected Equipment Notes shall be redeemed in whole but not in part, Borrower may not redeem an aggregate unpaid Original Amount of less than One Million Dollars ($1,000,000) or, if less, the then outstanding Original Amount thereof); and provided, further, that notwithstanding anything to the contrary in this Mortgage, the proceeds of any partial redemption shall be distributed by Security Agent Mortgagee to the Lenders ratably, except in the case of a redemption of Equipment Notes with respect to which an Optional Redemption Triggering Event shall have occurred, in which case the proceeds of such redemption shall be distributed to the Lender or Lenders of the Equipment Notes to which such Optional Redemption Triggering Event relatesrelate. Borrower shall not be entitled to reborrow any amounts redeemed. Notwithstanding the foregoing to the contrary In connection with any redemption (except in the case of a redemption of Equipment Notes with respect to which an Optional Redemption Triggering Event shall have has occurred) Borrower may not redeem of all or any part of any Equipment Note having a redemption date prior to the third second (3rd2nd) anniversary of the Closing Date. , Borrower shall pay, in addition pay to the holder of any such Equipment Note a redemption price, fee (the “Redemption Fee”) equal to a percentage (set forth in the table below opposite the period in which any Breakage such redemption date occurs) of the redeemed unpaid Original Amount and all other Secured Obligations owing or then due and payable by Borrower to the Lenders in respect theretoof any such Equipment Note.

Voluntary Redemptions of Equipment Notes. Borrower may redeem all or any part of the unpaid Original Amount (a) All (but not less than all) of the Equipment Notes may be redeemed by the Owner upon at least five (5) Business Days30 days’ revocable prior written notice to Security Agent the Mortgagee and the Lenders. The Note Holders, and such Equipment Notes shall be redeemed in whole or in part without penalty or premium except as provided hereafter in this Section 2.10; provided, except in the case of at a redemption price equal to 100% of the unpaid Original Amount thereof, together with accrued interest thereon to the date of redemption and all other Secured Obligations (other than Related Secured Obligations) owed or then due and payable to the Note Holders plus Make-Whole Amount, if any. (b) All of the Equipment Notes with respect to which (1) Indemnified Withholding Taxes are then payable by Borrower pursuant to Section 9.3 of any of the Loan Agreement, (2) Increased Costs are then payable by Borrower and Borrower becomes entitled to prepay such Series B or Series C or of any particular series of Additional Series Equipment Notes pursuant may be redeemed by the Owner upon at least 30 days’ revocable prior written notice to Section 4.4 the Mortgagee and the Note Holders of the Loan Agreement or (3) it becomes unlawful for a Lender each Series to maintain the indebtedness evidenced by be redeemed, and such Equipment Note and Borrower becomes entitled to prepay such Equipment Note pursuant to Section 4.7 of the Loan Agreement (each an “Optional Redemption Triggering Event”), in which event the affected Equipment Notes shall be redeemed in whole but not in part, Borrower may not redeem an aggregate at a redemption price equal to 100% of the unpaid Original Amount of less than One Million Dollars ($1,000,000) orthereof, if less, the then outstanding Original Amount thereof; and provided, further, that notwithstanding anything together with accrued interest thereon to the contrary in this Mortgage, the proceeds date of any partial redemption shall be distributed by Security Agent to the Lenders ratably, except in the case of a redemption of Equipment Notes with respect to which an Optional Redemption Triggering Event shall occurred, in which case the proceeds of such redemption shall be distributed to the Lender or Lenders of the Equipment Notes to which such Optional Redemption Triggering Event relates. Borrower shall not be entitled to reborrow any amounts redeemed. Notwithstanding the foregoing to the contrary (except in the case of a redemption of Equipment Notes with respect to which an Optional Redemption Triggering Event shall have occurred) Borrower may not redeem all or any part of any Equipment Note prior to the third (3rd) anniversary of the Closing Date. Borrower shall pay, in addition to the redemption price, any Breakage Amount and all other Secured Obligations owing (other than Related Secured Obligations) owed or then due and payable by Borrower to the Lenders Note Holders of such Series plus Make-Whole Amount, if any; provided that no redemption shall be permitted under this Section 2.11(b) unless the following conditions have been satisfied: (1) simultaneously with such redemption, the Related Series B Equipment Notes (in the case of redemption hereunder of the Series 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 theretoof the Additional Series Equipment Notes being redeemed (in the case of redemption of any series of Additional Series Equipment Notes), as the case may be, shall also be redeemed; and (2) simultaneously with such redemption, new Series B Equipment Notes (in the case of redemption hereunder of the Series B Equipment Notes), Series C Equipment Notes (in the case of redemption hereunder of the Series C Equipment Notes) or Additional Series Equipment Notes of the same series being redeemed (in the case of redemption hereunder of a series of Additional Series Equipment Notes) shall be reissued in accordance with Section 4(a)(vi) of the Note Purchase Agreement and Section 9.1(c) of the Intercreditor Agreement.

Voluntary Redemptions of Equipment Notes. Borrower may redeem all or any part of the unpaid Original Amount (a) All (but not less than all) of the Equipment Notes may be redeemed by the Owner upon at least five (5) Business Days30 days’ revocable prior written notice to Security Agent the Mortgagee and the Lenders. The Note Holders, and such Equipment Notes shall be redeemed in whole at a redemption price equal to 100% of the unpaid Original Amount thereof, together with accrued interest thereon to the date of redemption and all other Secured Obligations (other than Related Secured Obligations) owed or in part without penalty or premium except as then due and payable to the Note Holders plus Make-Whole Amount, if any, provided hereafter in that no redemption shall be permitted under this Section 2.10; provided2.11(a) unless simultaneously with such redemption all Related Series AA Equipment Notes, except in the case of a redemption of Related Series A Equipment Notes, and Related Series B Equipment Notes with respect to which shall also be redeemed. (1b) Indemnified Withholding Taxes are then payable by Borrower pursuant to Section 9.3 All (but not less than all) of the Loan Agreement, (2) Increased Costs are then payable by Borrower and Borrower becomes entitled to prepay such Series A Equipment Notes pursuant may be redeemed by the Owner upon at least 30 days’ revocable prior written notice to Section 4.4 the Mortgagee and the Note Holders of the Loan Agreement or (3) it becomes unlawful for a Lender to maintain the indebtedness evidenced by such Equipment Note Series, and Borrower becomes entitled to prepay such Equipment Note pursuant to Section 4.7 of the Loan Agreement (each an “Optional Redemption Triggering Event”), in which event the affected Equipment Notes shall be redeemed in whole but not in part, Borrower may not redeem an aggregate at a redemption price equal to 100% of the unpaid Original Amount of less than One Million Dollars ($1,000,000) orthereof, if less, the then outstanding Original Amount thereof; and provided, further, that notwithstanding anything together with accrued interest thereon to the contrary in this Mortgage, the proceeds date of any partial redemption shall be distributed by Security Agent to the Lenders ratably, except in the case of a redemption of Equipment Notes with respect to which an Optional Redemption Triggering Event shall occurred, in which case the proceeds of such redemption shall be distributed to the Lender or Lenders of the Equipment Notes to which such Optional Redemption Triggering Event relates. Borrower shall not be entitled to reborrow any amounts redeemed. Notwithstanding the foregoing to the contrary (except in the case of a redemption of Equipment Notes with respect to which an Optional Redemption Triggering Event shall have occurred) Borrower may not redeem all or any part of any Equipment Note prior to the third (3rd) anniversary of the Closing Date. Borrower shall pay, in addition to the redemption price, any Breakage Amount and all other Secured Obligations owing (other than Related Secured Obligations) owed or then due and payable by Borrower to the Lenders Note Holders of such Series plus Make-Whole Amount, if any; provided that no redemption shall be permitted under this Section 2.11(b) unless the following conditions have been satisfied: (1) simultaneously with such redemption, the Related Series A Equipment Notes shall also be redeemed; and (2) simultaneously with such redemption, new Series A Equipment Notes shall be reissued in respect theretoaccordance with Section 4(a)(vi) of the Note Purchase Agreement and Section 9.1(c) of the Intercreditor Agreement. (c) All (but not less than all) of the Series B Equipment Notes may be redeemed by the Owner upon at least 30 days’ revocable prior written notice to the Mortgagee and the Note Holders of such Series, and such Equipment Notes shall be redeemed in whole at a redemption price equal to 100% of the unpaid Original Amount thereof, together with accrued interest thereon to the date of redemption and all other Secured Obligations (other than Related Secured Obligations) owed or then due and payable to the Note Holders of such Series plus Make-Whole Amount, if any; provided that no redemption shall be permitted under this Section 2.11(c) unless the following conditions have been satisfied: (1) simultaneously with such redemption, the Related Series B Equipment Notes shall also be redeemed; and (2) simultaneously with such redemption, new Series B Equipment Notes shall be reissued in accordance with Section 4(a)(vi) of the Note Purchase Agreement and Section 9.1(c) of the Intercreditor Agreement.

Voluntary Redemptions of Equipment Notes. Borrower may redeem all or any part of the unpaid Original Amount (a) All (but not less than all) of the Equipment Notes may be redeemed by the Owner upon at least five (5) Business Days’ 30 days' revocable prior written notice to Security Agent the Mortgagee and the Lenders. The Note Holders, and such Equipment Notes shall be redeemed in whole or in part without penalty or premium except as provided hereafter in this Section 2.10; provided, except in the case of at a redemption price equal to 100% of the unpaid Original Amount thereof, together with accrued interest thereon to the date of redemption, Break Amount, if any, and all other Secured Obligations (other than Related Secured Obligations unless such Related Secured Obligations shall have become due and remain unpaid) owed or then due and payable to the Note Holders plus Make-Whole Amount, if any. (b) All of the Equipment Notes with respect to which (1) Indemnified Withholding Taxes are then payable by Borrower pursuant to Section 9.3 of any of the Loan AgreementSeries H, (2) Increased Costs are then payable Series I or Series J may be redeemed by Borrower the Owner upon at least 30 days' revocable prior written notice to the Mortgagee and Borrower becomes entitled the Note Holders of each Series to prepay be redeemed, and such Equipment Notes pursuant to Section 4.4 of the Loan Agreement or (3) it becomes unlawful for a Lender to maintain the indebtedness evidenced by such Equipment Note and Borrower becomes entitled to prepay such Equipment Note pursuant to Section 4.7 of the Loan Agreement (each an “Optional Redemption Triggering Event”), in which event the affected Equipment Notes shall be redeemed in whole but not in part, Borrower may not redeem an aggregate at a redemption price equal to 100% of the unpaid Original Amount thereof, together with accrued interest thereon to the date of less than One Million Dollars ($1,000,000) orredemption, Break Amount, if lessany, the then outstanding Original Amount thereof; and provided, further, that notwithstanding anything to the contrary in this Mortgage, the proceeds of any partial redemption shall be distributed by Security Agent to the Lenders ratably, except in the case of a redemption of Equipment Notes with respect to which an Optional Redemption Triggering Event shall occurred, in which case the proceeds of such redemption shall be distributed to the Lender or Lenders of the Equipment Notes to which such Optional Redemption Triggering Event relates. Borrower shall not be entitled to reborrow any amounts redeemed. Notwithstanding the foregoing to the contrary (except in the case of a redemption of Equipment Notes with respect to which an Optional Redemption Triggering Event shall have occurred) Borrower may not redeem all or any part of any Equipment Note prior to the third (3rd) anniversary of the Closing Date. Borrower shall pay, in addition to the redemption price, any Breakage Amount and all other Secured Obligations owing (other than Related Secured Obligations unless such Related Secured Obligations shall have become due and remain unpaid) owed or then due and payable by Borrower to the Lenders Note Holders of such Series plus Make-Whole Amount, if any; PROVIDED that no redemption shall be permitted under this Section 2.11(b) unless the following conditions have been satisfied: (1) at the time notice of such redemption is given and on the applicable redemption date, no Event of Default or Special Default shall have occurred and be continuing and (2) in respect theretothe case of the redemption of the Series H, simultaneously with such redemption new Series H Equipment Notes shall be reissued in accordance with Section 4(a)(vi) of the Note Purchase Agreement and Section 9.1(c) of the Intercreditor Agreement.

Voluntary Redemptions of Equipment Notes. Borrower may redeem all or any part of the unpaid Original Amount (a) All (but not less than all) of the Equipment Notes may be redeemed by the Owner upon at least five (5) Business Days30 days’ revocable prior written notice to Security Agent the Mortgagee and the Lenders. The Note Holders, and such Equipment Notes shall be redeemed in whole at a redemption price equal to 100% of the unpaid Original Amount thereof, together with accrued interest thereon to the date of redemption and all other Secured Obligations (other than Related Secured Obligations) owed or in part without penalty or premium except as then due and payable to the Note Holders plus Make-Whole Amount, if any, provided hereafter in that no redemption shall be permitted under this Section 2.10; provided, except in the case of a 2.11(a) unless simultaneously with such redemption of Equipment Notes with respect to which (1) Indemnified Withholding Taxes are then payable by Borrower pursuant to Section 9.3 of the Loan Agreement, (2) Increased Costs are then payable by Borrower and Borrower becomes entitled to prepay such Equipment Notes pursuant to Section 4.4 of the Loan Agreement or (3) it becomes unlawful for a Lender to maintain the indebtedness evidenced by such all Related Series A Equipment Note and Borrower becomes entitled to prepay such Related Series B Equipment Note pursuant to Section 4.7 Notes shall also be redeemed. TRUST INDENTURE 22-1 (A and B) 17 (b) All (but not less than all) of the Loan Agreement (each an “Optional Redemption Triggering Event”)Series B Equipment Notes may be redeemed by the Owner upon at least 30 days’ revocable prior written notice to the Mortgagee and the Note Holders of such Series, in which event the affected and such Equipment Notes shall be redeemed in whole but not in part, Borrower may not redeem an aggregate at a redemption price equal to 100% of the unpaid Original Amount of less than One Million Dollars ($1,000,000) orthereof, if less, the then outstanding Original Amount thereof; and provided, further, that notwithstanding anything together with accrued interest thereon to the contrary in this Mortgage, the proceeds date of any partial redemption shall be distributed by Security Agent to the Lenders ratably, except in the case of a redemption of Equipment Notes with respect to which an Optional Redemption Triggering Event shall occurred, in which case the proceeds of such redemption shall be distributed to the Lender or Lenders of the Equipment Notes to which such Optional Redemption Triggering Event relates. Borrower shall not be entitled to reborrow any amounts redeemed. Notwithstanding the foregoing to the contrary (except in the case of a redemption of Equipment Notes with respect to which an Optional Redemption Triggering Event shall have occurred) Borrower may not redeem all or any part of any Equipment Note prior to the third (3rd) anniversary of the Closing Date. Borrower shall pay, in addition to the redemption price, any Breakage Amount and all other Secured Obligations owing (other than Related Secured Obligations) owed or then due and payable by Borrower to the Lenders Note Holders of such Series plus Make-Whole Amount, if any; provided that no redemption shall be permitted under this Section 2.11(b) unless simultaneously with such redemption, the Related Series B Equipment Notes shall also be redeemed. (c) If a Change of Control has occurred, all (but not less than all) of the Equipment Notes may be redeemed by the Owner upon at least 30 days’ revocable prior written notice to the Mortgagee and the Note Holders given within 60 days after the occurrence of such Change of Control, and such Equipment Notes shall be redeemed in respect theretowhole at a redemption price equal to 101% of the unpaid Original Amount thereof, together with accrued interest thereon to the date of redemption and all other Secured Obligations (other than Related Secured Obligations) owed or then due and payable to the Note Holders but without Make-Whole Amount, provided that no redemption shall be permitted under this Section 2.11(c) unless simultaneously with such redemption all Related Series A Equipment Notes and Related Series B Equipment Notes shall also be redeemed. (d) Notwithstanding Section 2.11(a), at any time on or after the Payment Date occurring in [[March 15, 2025]8/[March 15, 2028]9/[March 15, 2029]10/ [September 15, 2029]11] all (but not less than all) of the Equipment Notes may be redeemed by the Owner upon at least 30 days’ revocable prior written notice to the Mortgagee and the Note Holders, and such Equipment Notes shall be redeemed in whole at a redemption price equal to 101% of the unpaid Original Amount thereof, together with accrued interest thereon to the date of redemption and all other Secured Obligations (other than Related Secured Obligations) owed or then due and payable to the Note Holders but without Make-Whole Amount.]12