Common use of Voluntary Redemptions of Equipment Notes Clause in Contracts

Voluntary Redemptions of Equipment Notes. (a) Section 2.11(a) is amended by amending and restating the proviso therein in its entirety as follows: “provided that no redemption shall be permitted under this Section 2.11(a) unless simultaneously with such redemption all Related Series AA Equipment Notes, Related Series A Equipment Notes, and Related Series B Equipment Notes shall also be redeemed”. (b) Section 2.11 is amended by inserting a new paragraph (c) at the end of such Section as follows: (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. (a) Section 2.11(aAll (but not less than all) is amended of the Equipment Notes may be redeemed by amending the Owner upon at least 30 days’ revocable prior written notice to the Mortgagee and restating the proviso therein Note Holders, and such Equipment Notes shall be redeemed in its entirety as follows: “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 plus Make-Whole Amount, if any, provided that no redemption shall be permitted under this Section 2.11(a) unless simultaneously with such redemption all Related Series AA Equipment Notes, Notes and Related Series A Equipment Notes, and Related Series B Equipment Notes shall also be redeemed”. (b) Section 2.11 is amended by inserting a new paragraph (c) at the end of such Section as follows: (c) All (but not less than all) of the Series B A 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(c2.11(b) unless the following conditions have been satisfied: (1) simultaneously with such redemption, the Related Series B A 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. (a) Section 2.11(a) is amended by amending and restating the proviso therein in its entirety as follows: “provided that no redemption shall be permitted under this Section 2.11(a) unless simultaneously with such redemption all Related Series AA Equipment Notes, Related Series A Equipment Notes, and Related Series B Equipment Notes shall also be redeemed.”. (b) Section 2.11 is amended by inserting a new paragraph (c) at the end of such Section as follows: (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. (a) Section 2.11(aAll (but not less than all) is amended of the Equipment Notes may be redeemed by amending the Owner upon at least 30 days’ revocable prior written notice to the Mortgagee and restating the proviso therein Note Holders, and such Equipment Notes shall be redeemed in its entirety as follows: “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 plus Make-Whole Amount, if any, provided that no redemption shall be permitted under this Section 2.11(a) unless simultaneously with such redemption all Related Series AA Equipment Notes, Related Series A Equipment Notes, Notes and Related Series B Equipment Notes shall also be redeemed”.. TRUST INDENTURE 10-1 (b) Section 2.11 is amended by inserting a new paragraph (c) at the end of such Section as follows: (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(c2.11(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 Section 4(a)(vi) of the Note Purchase Agreement and Section 9.1(c) of the Intercreditor Agreement.”

Voluntary Redemptions of Equipment Notes. (a) Section 2.11(aAll (but not less than all) is amended of the Equipment Notes may be redeemed by amending the Owner upon at least 30 days’ revocable prior written notice to the Mortgagee and restating the proviso therein Note Holders, and such Equipment Notes shall be redeemed in its entirety as follows: “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 plus Make-Whole Amount, if any, provided that no redemption shall be permitted under this Section 2.11(a) unless simultaneously with such redemption all Related Series AA Equipment Notes, Related Series A Equipment Notes, Notes and Related Series B Equipment Notes shall also be redeemed”.. TRUST INDENTURE 14-1 (b) Section 2.11 is amended by inserting a new paragraph (c) at the end of such Section as follows: (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(c2.11(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 Section 4(a)(vi) of the Note Purchase Agreement and Section 9.1(c) of the Intercreditor Agreement.”

Voluntary Redemptions of Equipment Notes. (a) Section 2.11(a) is amended by amending and restating the proviso therein in its entirety as follows: “provided that no redemption shall be permitted under this Section 2.11(a) unless simultaneously with such redemption all Related Series AA A Equipment Notes, Related Series A B Equipment Notes, Notes and Related Additional Series B Equipment Notes shall also be redeemed”. (b) Section 2.11 is amended by inserting a new paragraph (c) at the end of such Section as follows: (c) All (but not less than all) of the Series B C 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 Additional Series B Equipment Notes shall also be redeemed; and (2) simultaneously with such redemption, new Series B C Equipment Notes shall be reissued in accordance with Section 4(a)(vi) of the Note Purchase Agreement, Section 4(a)(vi) of the Class C Note Purchase Agreement and Section 9.1(c) of the Intercreditor Agreement.”

Voluntary Redemptions of Equipment Notes. (a) Section 2.11(aAll (but not less than all) is amended of the Equipment Notes may be redeemed by amending the Owner upon at least 30 days’ revocable prior written notice to the Mortgagee and restating the proviso therein Note Holders, and such Equipment Notes shall be redeemed in its entirety as follows: “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 plus Make-Whole Amount, if any, provided that no redemption shall be permitted under this Section 2.11(a) unless simultaneously with such redemption all Related Series AA Equipment Notes, Notes and Related Series A Equipment Notes, and Related Series B Equipment Notes shall also be redeemed”. (b) Section 2.11 is amended by inserting a new paragraph (c) at the end of such Section as follows: (c) All (but not less than all) of the Series B A 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(c2.11(b) unless the following conditions have been satisfied: (1) simultaneously with such redemption, the Related Series B A Equipment Notes shall also be redeemed; . TRUST INDENTURE 2024-1 (AA 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.”A)

Voluntary Redemptions of Equipment Notes. (a) Section 2.11(aAll (but not less than all) is amended of the Equipment Notes may be redeemed by amending the Owner upon at least 30 days’ revocable prior written notice to the Mortgagee and restating the proviso therein Note Holders, and such Equipment Notes shall be redeemed in its entirety as follows: “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 plus Make-Whole Amount, if any, provided that no redemption shall be permitted under this Section 2.11(a) unless simultaneously with such redemption all Related Series AA Equipment Notes, Related Series A Equipment Notes, Notes and Related Series B Equipment Notes shall also be redeemed”. (b) Section 2.11 is amended by inserting a new paragraph (c) at the end of such Section as follows: (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(c2.11(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 Section 4(a)(vi) of the Note Purchase Agreement and Section 9.1(c) of the Intercreditor Agreement.”

Voluntary Redemptions of Equipment Notes. (a) Section 2.11(aAll (but not less than all) is amended of the Equipment Notes may be redeemed by amending the Owner upon at least 30 days’ revocable prior written notice to the Mortgagee and restating the proviso therein Note Holders, and such Equipment Notes shall be redeemed in its entirety as follows: “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 plus Make-Whole Amount, if any, provided that no redemption shall be permitted under this Section 2.11(a) unless simultaneously with such redemption all Related Series AA Equipment Notes, Related Series A Equipment Notes, Notes and Related Series B Equipment Notes shall also be redeemed”.. TRUST INDENTURE 12-1 (b) Section 2.11 is amended by inserting a new paragraph (c) at the end of such Section as follows: (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(c2.11(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 Section 4(a)(vi) of the Note Purchase Agreement and Section 9.1(c) of the Intercreditor Agreement.”

Voluntary Redemptions of Equipment Notes. (a) Section 2.11(aAll (but not less than all) is amended of the Equipment Notes may be redeemed by amending the Owner upon at least 30 days’ revocable prior written notice to the Mortgagee and restating the proviso therein Note Holders, and such Equipment Notes shall be redeemed in its entirety as follows: “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 plus Make-Whole Amount, if any, provided that no redemption shall be permitted under this Section 2.11(a) unless simultaneously with such redemption all Related Series AA Equipment Notes, Related Series A Equipment Notes, Notes and Related Series B Equipment Notes shall also be redeemed”. (b) Section 2.11 is amended by inserting a new paragraph (c) at the end of such Section as follows: (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(c2.11(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 Section 4(a)(vi) of the Note Purchase Agreement and Section 9.1(c) of the Intercreditor Agreement.”

Voluntary Redemptions of Equipment Notes. (a) Section 2.11(aAll (but not less than all) is amended of the Equipment Notes may be redeemed by amending the Owner upon at least 30 days’ revocable prior written notice to the Mortgagee and restating the proviso therein Note Holders, and such Equipment Notes shall be redeemed in its entirety as follows: “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 plus Make-Whole Amount, if any, provided that no redemption shall be permitted under this Section 2.11(a) unless simultaneously with such redemption all Related Series AA Equipment Notes, Related Series A Equipment Notes, Notes and Related Series B Equipment Notes shall also be redeemed”.. TRUST INDENTURE 14-2 (b) Section 2.11 is amended by inserting a new paragraph (c) at the end of such Section as follows: (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(c2.11(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 Section 4(a)(vi) of the Note Purchase Agreement and Section 9.1(c) of the Intercreditor Agreement.”

Voluntary Redemptions of Equipment Notes. (a) Section 2.11(aAll (but not less than all) is amended of the Equipment Notes may be redeemed by amending the Owner upon at least 30 days’ revocable prior written notice to the Mortgagee and restating the proviso therein Note Holders, and such Equipment Notes shall be redeemed in its entirety as follows: “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 plus Make-Whole Amount, if any, provided that no redemption shall be permitted under this Section 2.11(a) unless simultaneously with such redemption all Related Series AA Equipment Notes, Notes and Related Series A Equipment Notes, and Related Series B Equipment Notes shall also be redeemed”.. TRUST INDENTURE 16-1 (b) Section 2.11 is amended by inserting a new paragraph (c) at the end of such Section as follows: (c) All (but not less than all) of the Series B A 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(c2.11(b) unless the following conditions have been satisfied: (1) simultaneously with such redemption, the Related Series B A Equipment Notes shall also be redeemed; and (2) simultaneously with such redemption, new Series B A 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.”