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 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) 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 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.