Common use of Payment of Stipulated Loss Value Clause in Contracts

Payment of Stipulated Loss Value. (a) The Lessee shall, if it has so elected or is deemed to have so elected under Section 11.01 hereof, pay to the Lessor, by wire transfer of immediately available funds on the earlier of (i) the third Business Day following receipt in full of insurance proceeds or requisition proceeds, described in Section 11.05 hereof, in connection with such Event of Loss and (ii) the 120th day after the occurrence of such Event of Loss (the earlier of such dates being referred to herein as the "Loss Payment Date"), the sum of (A) the Stipulated Loss Value for the Aircraft, determined as of the Stipulated Loss Value Determination Date next preceding the Loss Payment Date (or, if the Loss Payment Date occurs on a Stipulated Loss Value Determination Date, determined as of such Stipulated Loss Value Determination Date) together with interest on such amount at the Debt Rate from such Stipulated Loss Value Determination Date to the Loss Payment Date, plus (B) any and all Basic Rent due and payable on or prior to the relevant Stipulated Loss Value Determination Date and unpaid, plus (C) any and all Supplemental Rent due and payable on or prior to such Loss Payment Date, plus (D) all other amounts owing by the Lessee or the Owner Trustee to the Indenture Trustee or the Holders under the Indenture and the other Operative Agreements, plus (E) any reasonable out-of-pocket expenses incurred in connection with such Event of Loss and the related prepayment of the Certificates by the Lessor, the Owner Participant and the Indenture Trustee, minus (F) if the relevant Stipulated Loss Value Determination Date is a Rent Payment Date, the portion, if any, of the Basic Rent installment due and paid by the Lessee on such Stipulated Loss Value Determination Date pursuant to Section 3.02 hereof to the extent such Basic Rent installment (or portion thereof) is designated on Schedule II hereto as being payable in advance, together with an imputed interest amount in respect of such advance payment of Basic Rent (or portion thereof) at the Debt Rate from the date of payment of such Basic Rent installment (or portion thereof) by the Lessee to the Loss Payment Date; provided that in no event shall there be subtracted pursuant to clause (F) an amount such that the Holders shall not be paid in full.

Payment of Stipulated Loss Value. (a) The Lessee shall, if it has so elected or is deemed to have so elected under Section 11.01 hereof, pay to the Lessor, by wire transfer of immediately available funds on the earlier of (i) the third Business Day fifteenth day following receipt in full of insurance proceeds or requisition proceeds, described in Section 11.05 hereof, in connection with such Event of Loss or if later, the 15th day following the end of the 60-day election period referred to in Section 11.01 hereof and (ii) the 120th day after the occurrence of such Event of Loss (the earlier of such dates being referred to herein as the "Loss Payment Date"), the sum of (A) the Stipulated Loss Value for the Aircraft, determined as of the Stipulated Loss Value Determination Date next preceding succeeding the Loss Payment Date (or, if the Loss Payment Date occurs on a Stipulated Loss Value Determination Date, determined as of such Stipulated Loss Value Determination Date) together with interest on such amount at the Debt Rate from such Stipulated Loss Value Determination Date to the Loss Payment Date), plus (B) any and all Basic Rent due and payable on or prior to the relevant Stipulated Loss Value Determination Date and unpaidto the extent payable in arrears but not to the extent payable in advance, plus (C) any and all Supplemental Rent due and payable on or prior to such Loss Payment Date, plus (D) all other amounts (including Basic Rent due and payable with respect to Rent Payment Dates occurring prior to such Stipulated Loss Value Determination Date and unpaid) due and payable by the Lessee hereunder or owing by the Lessee or the Owner Trustee to the Indenture Trustee or the Holders under the Indenture and the other Operative Agreements, plus (E) any reasonable out-of-pocket expenses incurred in connection with such Event of Loss and the related prepayment of the Certificates by the Lessor, the Owner Participant and the Indenture Trustee, minus (F) if the relevant Stipulated Loss Value Determination Date is a Rent Payment Date, the portion, if any, of the Basic Rent installment due and paid by the Lessee on such Stipulated Loss Value Determination Date pursuant to Section 3.02 hereof to the extent such Basic Rent installment (or portion thereof) is designated on Schedule II hereto as being payable in advance, together with an imputed interest amount in respect of such advance payment of Basic Rent (or portion thereof) at the Debt Rate from the date of payment of such Basic Rent installment (or portion thereof) by the Lessee to the Loss Payment Date; provided that in no event shall there be subtracted pursuant to clause (F) an amount such that the Holders shall not be paid in full.

Payment of Stipulated Loss Value. (a) The Lessee shall, if it has so elected or is deemed to have so elected under Section 11.01 hereof, pay to the Lessor, by wire transfer of immediately available funds on the earlier of (i) the third Business Day fifteenth day following receipt in full of insurance proceeds or requisition proceeds, described in Section 11.05 hereof, in connection with such Event of Loss and (ii) the 120th day after the occurrence of such Event of Loss (the earlier of such dates being referred to herein as the "Loss Payment Date"), the sum of (A) the Stipulated Loss Value for the Aircraft, determined as of the Stipulated Loss Value Determination Date next preceding the Loss Payment Date (or, if the Loss Payment Date occurs on a Stipulated Loss Value Determination Date, determined as of such Stipulated Loss Value Determination Date) together with interest on such amount at the Debt Rate from such Stipulated Loss Value Determination Date to the Loss Payment Date, plus (B) any and all Basic Rent due and payable on or prior to the relevant Stipulated Loss Value Determination Date and unpaid, plus (C) any and all Supplemental Rent due and payable on or prior to such Loss Payment DateDate and all Supplemental Rent accrued through such date, plus (D) all other amounts owing by the Lessee or the Owner Trustee to the Indenture Trustee or the Holders under the Indenture and the other Operative Agreements, plus (E) any reasonable out-of-pocket expenses incurred in connection with such Event of Loss and the related prepayment of the Certificates by the Lessor, the Owner Participant and the Indenture Trustee, minus (F) if the relevant Stipulated Loss Value Determination Date is a Rent Payment Date, the portion, if any, of the Basic Rent installment due and paid by the Lessee on such Stipulated Loss Value Determination Date pursuant to Section 3.02 hereof to the extent such Basic Rent installment (or portion thereof) is designated on Schedule II hereto as being payable in advance, together with an imputed interest amount in respect of such advance payment of Basic Rent (or portion thereof) at the Debt Rate from the date of payment of such Basic Rent installment (or portion thereof) by the Lessee to the Loss Payment Date; provided that in no event shall there be subtracted pursuant to clause (F) an amount such that the Holders shall not be paid in full.

Payment of Stipulated Loss Value. (a) The Lessee shall, if it has so elected or is deemed to have so elected under Section 11.01 hereof, pay to the Lessor, by wire transfer of immediately available funds on the earlier of (i) the third Business Day fifteenth day following receipt in full of insurance proceeds or requisition proceeds, described in Section 11.05 hereof, in connection with such Event of Loss and (ii) the 120th day after the occurrence of such Event of Loss (the earlier of such dates being referred to herein as the "Loss Payment Date"), the sum of (A) the Stipulated Loss Value for the Aircraft, determined as of the Stipulated Loss Value Determination Date next preceding the Loss Payment Date (or, if the Loss Payment Date occurs on a Stipulated Loss Value Determination Date, determined as of such Stipulated Loss Value Determination Date) together with interest on such amount at the Debt Rate from such Stipulated Loss Value Determination Date to the Loss Payment Date, plus (B) any and all Interim Rent and Basic Rent due and payable on or prior to the relevant Stipulated Loss Value Determination Date and unpaid, plus (C) any and all Supplemental Rent due and payable on or prior to such Loss Payment Date, plus (D) all other amounts owing by the Lessee or the Owner Trustee to the Indenture Trustee or the Holders under the Indenture and the other Operative Agreements, plus (E) any reasonable out-of-pocket expenses incurred in connection with such Event of Loss and the related prepayment of the Certificates by the Lessor, the Owner Participant and the Indenture Trustee, minus (F) if the relevant Stipulated Loss Value Determination Date is a Rent Payment Date, the portion, if any, of the Interim Rent and Basic Rent installment due and paid by the Lessee on such Stipulated Loss Value Determination Date pursuant to Section 3.02 hereof to the extent such Interim Rent and Basic Rent installment (or portion thereof) is designated on Schedule II hereto as being payable in advance, together with an imputed interest amount in respect of such advance payment of Interim Rent and Basic Rent (or portion thereof) at the Debt Rate from the date of payment of such Interim Rent and Basic Rent installment (or portion thereof) by the Lessee to the Loss Payment Date; provided that in no event shall there be subtracted pursuant to clause (F) an amount such that the Holders shall not be paid in full.

Payment of Stipulated Loss Value. (a) The Lessee shall, if it has so elected or is deemed If with respect to have so elected under Section 11.01 hereof, pay to the Lessor, by wire transfer of immediately available funds on the earlier of (i) the third Business Day following receipt in full of insurance proceeds or requisition proceeds, described in Section 11.05 hereof, in connection with such any -------------------------------- Transponder an Event of Loss occurs, then Lessee shall forthwith (and, in any event, within seven (7) days of such occurrence) give Lessor and (ii) the 120th day after the occurrence Agent notice of such Event of Loss (the earlier of such dates being referred to herein as the "Loss Payment DateCasualty Notice"), which notice shall include, if --------------- applicable, Lessee's election to provide a Replacement Transponder in accordance with the last sentence of this paragraph and shall also state whether the proviso to this sentence shall be applicable by reason of Lessee's having in force insurance against loss or damage to the Transponders, pursuant to Section 9 or voluntarily, and on the Casualty Payment Date first occurring not less than 30 days after the date of such notice, Lessee shall pay to Lessor an amount equal to the sum of (x) the Stipulated Loss Value for such Transponder due on such Casualty Payment Date and (y) the sum of (A) the Stipulated Loss Value for the Aircraft, determined as of the Stipulated Loss Value Determination Date next preceding the Loss all unpaid Base Rent due on or before such Casualty Payment Date (orwith respect to such Transponder, if the Loss Payment Date occurs on a Stipulated Loss Value Determination Dateany, determined as of such Stipulated Loss Value Determination Date) together with interest on such amount at the Debt Rate from such Stipulated Loss Value Determination Date to the Loss Payment Date, plus and (B) any and all Basic other Rent with respect to such Transponder due and payable on or prior to the relevant unpaid as of such Casualty Payment Date (excluding Stipulated Loss Value Determination Date and unpaid, plus (C) any and all Supplemental Scheduled Rent due and payable designated as "advance rent" on or prior Schedule A hereto with respect to such Loss Casualty Payment Date); provided, plus however, that if, with respect to such Transponder, -------- ------- Lessee shall have in force insurance against loss or damage to the Transponders, pursuant to Section 9 or voluntarily, then subject to the provisions of Section 12(b), Lessee shall pay to Lessor in immediately available funds on the Casualty Payment Date first occurring not less than thirty (D30) all other amounts owing days after the date of the Casualty Notice, the amount specified in clause (x) of this Section less the amount of such insurance with respect to such Transponder and, within ten (10) days after receipt of any such insurance proceeds (but in no event later than 120 days after the date of such Casualty Notice) the amount specified in clause (x) of this Section to the extent not previously paid, and to the extent of any such payment to be made from such insurance proceeds or otherwise after the Casualty Payment Date referred to above, Lessee shall pay interest from such Casualty Payment Date on such amount to but excluding the date of payment at the Applicable Rate borne by the Notes then outstanding as to which the insurance proceeds shall be applied, and otherwise at the Prime Rate; provided, further -------- ------- that, in the case of an Event of Loss of the type described in clause (f) of the definition thereof, the amount due on the applicable Casualty Payment Date in accordance with clause (x) of this Section 12(a) shall be the higher of Stipulated Loss Value and the Fair Market Sales Value for the Transponder (determined pursuant to the Appraisal Procedure based on the assumption that the Satellite had not been removed from orbit) on such Casualty Payment Date. In lieu of making the foregoing payment, and so long as, but only so long as, no Bankruptcy Default or Event of Default has occurred and is continuing, Lessee may, at its option, notify Lessor and Agent of its intent to, and thereafter provide Lessor (on the Casualty Payment Date first occurring not less than thirty (30) days after the date of the Casualty Notice) with a Replacement Transponder, in accordance with, and subject to, the provisions and the conditions in Section 7(e). Upon payment in full of all amounts due or the Owner Trustee provision of a Replacement Transponder pursuant to the Indenture Trustee or preceding paragraph, Lessor (as seller) shall transfer the Holders under the Indenture and the other Operative Agreements, plus (E) any reasonable out-of-pocket expenses incurred in connection with Transponder suffering such Event of Loss to Lessee, free and clear of all Lessor Liens and Owner Participant Liens, but otherwise without warranty, the obligation of Lessee to pay Base Rent with respect to such Transponder shall terminate, but shall continue as to any Replacement Transponder, such Transponder shall no longer be subject to this Lease and the related prepayment of the Certificates by the LessorLease Term with respect to such Transponder shall end, the Owner Participant and the Indenture Trustee, minus (F) if the relevant Stipulated Loss Value Determination Date is a Rent Payment Date, the portion, if any, of the Basic Rent installment due and paid by the Lessee on such Stipulated Loss Value Determination Date pursuant but shall apply to Section 3.02 hereof to the extent such Basic Rent installment (or portion thereof) is designated on Schedule II hereto as being payable in advance, together with an imputed interest amount in respect of such advance payment of Basic Rent (or portion thereof) at the Debt Rate from the date of payment of such Basic Rent installment (or portion thereof) by the Lessee to the Loss Payment Date; provided that in no event shall there be subtracted pursuant to clause (F) an amount such that the Holders shall not be paid in fullany Replacement Transponder.

Payment of Stipulated Loss Value. (a) The Lessee shall, if it has so elected or is deemed to have so elected under Section 11.01 hereof, pay to the Lessor, by wire transfer of immediately available funds on the earlier of (i) the third Business Day following receipt in full of insurance proceeds or requisition proceeds, described in Section 11.05 hereof, in connection with such Event of Loss and (ii) the 120th day after the occurrence of such Event of Loss (the earlier of such dates being referred to herein as the "Loss Payment Date"), the sum of (A) the Stipulated Loss Value for the Aircraft, determined as of the Stipulated Loss Value Determination Date next preceding the Loss Payment Date (or, if the Loss Payment Date occurs on a Stipulated Loss Value Determination Date, determined as of such Stipulated Loss Value Determination Date) together with interest on such amount at the Debt Rate from such Stipulated Loss Value Determination Date to the Loss Payment Date, plus (B) any and all Basic Rent due and payable on or prior to the relevant Stipulated Loss Value Determination Date and unpaid, plus (C) any and all Supplemental Rent due and payable on or prior to such Loss Payment Date, plus (D) all other amounts owing by the Lessee or the Owner Trustee to the Indenture Trustee or the Holders under the Indenture and the other Operative Agreements, plus (E) any reasonable out-of-pocket expenses incurred in connection with such Event of Loss and the related prepayment of the Certificates by the Lessor, the Owner Participant and the Indenture Trustee, minus (F) if the relevant Stipulated Loss Value Determination Date is a Rent Payment Date, the portion, if any, of the Basic Rent installment due and paid by the Lessee on such Stipulated Loss Value Determination Date pursuant to Section 3.02 hereof to the extent such Basic Rent installment (or portion thereof) is designated on Schedule II hereto as being payable in advance, together with an imputed interest amount in respect of such advance payment of Basic Rent (or portion thereof) at the Debt Rate from the date of payment of such Basic Rent installment (or portion thereof) by the Lessee to the Loss Payment Date; provided that in no event shall there be subtracted pursuant to clause (F) an amount such that the Holders shall not be paid in full.

Payment of Stipulated Loss Value. (a) The Lessee shall, if it has so elected or is deemed to have so elected under Section 11.01 hereof, pay to the Lessor, by wire transfer of immediately available funds on the earlier of (i) the third Business Day following receipt in full of insurance proceeds or requisition proceeds, described in Section 11.05 hereof, in connection with such Event of Loss and (ii) the 120th day after the occurrence of such Event of Loss (the earlier of such dates being referred to herein as the "Loss Payment Date"), the sum of (A) the Stipulated Loss Value for the Aircraft, determined as of the Stipulated Loss Value Determination Date next preceding the Loss Payment Date (or, if the Loss Payment Date occurs on a Stipulated Loss Value Determination Date, determined as of such Stipulated Loss Value Determination Date) together with interest on such amount at the Debt Rate from such Stipulated Loss Value Determination Date to the Loss Payment Date, plus (B) any and all Basic Rent due and payable on or prior to the relevant Stipulated Loss Value Determination Date and unpaid, plus (C) any and all Supplemental Rent due and payable on or prior to such Loss Payment Date, plus (D) all other amounts owing by the Lessee or the Owner Trustee to the Indenture Trustee or the Holders under the Indenture and the other Operative Agreements, plus (E) any reasonable out-of-pocket expenses incurred in connection with such Event of Loss and the related prepayment of the Certificates by the Lessor, the Owner Participant Participants and the Indenture Trustee, minus (F) if the relevant Stipulated Loss Value Determination Date is a Rent Payment Date, the portion, if any, of the Basic Rent installment due and paid by the Lessee on such Stipulated Loss Value Determination Date pursuant to Section 3.02 hereof to the extent such Basic Rent installment (or portion thereof) is designated on Schedule II hereto as being payable in advance, together with an imputed interest amount in respect of such advance payment of Basic Rent (or portion thereof) at the Debt Rate from the date of payment of such Basic Rent installment (or portion thereof) by the Lessee to the Loss Payment Date; provided that in no event shall there be subtracted pursuant to clause (F) an amount such that the Holders shall not be paid in full.

Payment of Stipulated Loss Value. (a) The Lessee shall, if it has so elected or is deemed to have so elected under Section 11.01 hereof, pay to the Lessor, by wire transfer of immediately available funds on the earlier of (i) the third Business Day fifteenth day following receipt in full of insurance proceeds or requisition proceeds, described in Section 11.05 hereof, in connection with such Event of Loss and (ii) the 120th day after the occurrence of such Event of Loss (the earlier of such dates being referred to herein as the "Loss Payment Date"), the sum of (A) the Stipulated Loss Value for the Aircraft, determined as of the Stipulated Loss Value Determination Date next preceding the Loss Payment Date (or, if the Loss Payment Date occurs on a Stipulated Loss Value Determination Date, determined as of such Stipulated Loss Value Determination Date) together with interest on such amount at the Debt Rate from such Stipulated Loss Value Determination Date to the Loss Payment Date, plus (B) any and all Basic Rent due and payable on or prior to the relevant Stipulated Loss Value Determination Date and unpaid, plus (C) any and all Supplemental Rent due and payable on or prior to such Loss Payment DateDate and all Supplemental Rent accrued through such date, plus (D) all other amounts owing by the Lessee or the Owner Trustee to the Indenture Trustee or the Holders under the Indenture and the other Operative Agreements, plus (E) any reasonable out-of-pocket expenses incurred in connection with such Event of Loss and the related prepayment of the Certificates by the Lessor, the Owner Participant and the Indenture Trustee, minus (F) if the relevant Stipulated Loss Value Determination Date is a Rent Payment Date, the portion, if any, of the Basic Rent installment due and paid by the Lessee on such Stipulated Loss Value Determination Date pursuant to Section 3.02 hereof to the extent such Basic Rent installment (or portion thereof) is designated on Schedule II hereto as being payable in advance, together with an imputed interest amount in respect of such advance payment of Basic Rent (or portion thereof) at the Debt Rate from the date of payment of such Basic Rent installment (or portion thereof) by the Lessee to the Loss Payment Date; provided that in no event shall there be subtracted pursuant to clause (F) an amount such that the Holders shall not be paid in full.

Payment of Stipulated Loss Value. If Lessee elects (a) The Lessee shall, if it has so elected or is deemed to have so elected under elected), in accordance with Section 11.01 hereof9.1.1, pay to make payment in respect of any such Event of Loss, then on or before the Lessor, by wire transfer of immediately available funds on Business Day next following the earlier of (ix) the third Business Day 90th day following receipt in full the date of insurance proceeds or requisition proceeds, described in Section 11.05 hereof, in connection with such Event of Loss and (ii) the 120th day after the occurrence of such Event of Loss Loss, and (y) the fourth Business Day following the receipt of insurance proceeds with respect to such occurrence (but in any event not earlier than the date of Lessee’s election under Section 9.1.1 to make payment under this Section 9.1.2) (such dates being referred to herein as date of payment, the "“Loss Payment Date"), the sum of ”) Lessee shall pay (Ax) all unpaid Basic Rent due at any time prior to the Stipulated Loss Value for Date that is on or immediately preceding the AircraftLoss Payment Date, determined (y) an amount equal to the Stipulated Loss Value computed as of the Stipulated Loss Value Determination Date next preceding used in the foregoing clause (x) minus any Basic Rent due on or after such Stipulated Loss Value Date and paid to Lessor and (z) if such Loss Payment Date (or, if the Loss Payment Date occurs on is not a Stipulated Loss Value Determination Date, determined as of interest on the amount payable in the foregoing clause (y) at a rate per annum equal to the SLV Rate from and including such Stipulated Loss Value Determination Date) together with interest on such amount at the Debt Rate from such Stipulated Loss Value Determination Date to the Loss Payment Date, plus (B) any and all Basic Rent due and payable on or prior to the relevant Stipulated Loss Value Determination Date and unpaid, plus (C) any and all Supplemental Rent due and payable on or prior to but excluding such Loss Payment Date, plus (D) computed on the basis of a 360-day year and the actual number of days elapsed. On or before the date required for payment of the amounts specified in the preceding sentence, Lessee shall also pay to Lessor all other amounts owing then due and payable by the Lessee or the Owner Trustee to the Indenture Trustee or the Holders such Person under the Indenture and the other Operative Agreements, plus (E) any reasonable out-of-pocket expenses incurred this Lease. Upon payment in connection with such Event full of Loss and the related prepayment of the Certificates all amounts set forth in this Section 9.1.2 by the LessorLessee, the Owner Participant and the Indenture Trustee, minus (F) if the relevant Stipulated Loss Value Determination Date is a obligation of Lessee to pay Basic Rent Payment Dateshall terminate, the portionTerm shall end and Lessor will transfer the Aircraft to Lessee, if anyas-is and where-is and with all faults, of and subject to any insurer’s salvage rights, but otherwise in the Basic Rent installment due and paid by the Lessee on such Stipulated Loss Value Determination Date pursuant to manner described in Section 3.02 hereof to the extent such Basic Rent installment (or portion thereof) is designated on Schedule II hereto as being payable in advance, together with an imputed interest amount in respect of such advance payment of Basic Rent (or portion thereof) at the Debt Rate from the date of payment of such Basic Rent installment (or portion thereof) by the Lessee to the Loss Payment Date; provided that in no event shall there be subtracted pursuant to clause (F) an amount such that the Holders shall not be paid in full4.4.

Payment of Stipulated Loss Value. (a) The Lessee shall, if it has so elected or is deemed If with respect to have so elected under Section 11.01 hereof, pay to the Lessor, by wire transfer of immediately available funds on the earlier of (i) the third Business Day following receipt in full of insurance proceeds or requisition proceeds, described in Section 11.05 hereof, in connection with such any -------------------------------- Transponder an Event of Loss occurs, then Lessee shall forthwith (and, in any event, within seven (7) days of such occurrence) give Lessor and (ii) the 120th day after the occurrence Indenture Trustee notice of such Event of Loss (the earlier of such dates being referred to herein as the "Loss Payment DateCasualty Notice"), which notice shall include, if applicable, Lessee's election to provide a Replacement Transponder in accordance with the last sentence of this paragraph and shall also state whether the proviso to this sentence shall be applicable by reason of Lessee's having in force insurance against loss or damage to the Transponders, pursuant to Section 9 or voluntarily, and on the Casualty Payment Date first occurring not less than 30 days after the date of such notice, Lessee shall pay to Lessor an amount equal to the sum of (Ax) the Stipulated Loss Value for the Aircraft, determined as of the Stipulated Loss Value Determination Date next preceding the Loss Transponder due on such Casualty Payment Date and (or, if y) the Loss Payment Date occurs on a Stipulated Loss Value Determination Date, determined as sum of (A) all amounts of Interim Rent and Base Rent with respect to such Stipulated Loss Value Determination Date) together with interest on Transponder due and unpaid prior to such amount at the Debt Rate from such Stipulated Loss Value Determination Date to the Loss Casualty Payment Date, plus and (B) (i) at any and all Basic Rent due and payable on or prior to time during the relevant Stipulated Loss Value Determination Date and unpaid, plus (C) any and all Supplemental Rent due and payable on or prior to such Loss Payment Date, plus (D) all other amounts owing by the Lessee Interim Term or the Owner Trustee to Basic Term, in the Indenture Trustee or event that the Holders under the Indenture and the other Operative Agreements, plus (E) any reasonable out-of-pocket expenses incurred in connection with such Event of Loss and the related prepayment of the Certificates by the Lessor, the Owner Participant and the Indenture Trustee, minus (F) if the relevant Stipulated Loss Value Determination Casualty Payment Date is a Rent Payment DateDate on which a Scheduled Rent payment designated as an "arrears rent" on Schedule A hereto, as adjusted pursuant to such Section 12.05 or 12.06, subject to Sections 12.07 and 12.08, of the Participation Agreement, as applicable, is due, the portionsum of Scheduled Rent with respect to such Transponder designated as an "arrears rent" on Schedule A hereto as adjusted pursuant to such Section 12.05 or 12.06, subject to Sections 12.07 and 12.08, and due on such Casualty Payment Date and the Rent Differential Amount with respect to such date, if any, of the Basic or (ii) at any time during a Renewal Term any Base Rent installment due on such Casualty Payment Date and (C) any other Rent (including, without limitation, an amount equal to Variable Amount) with respect to such Transponder due and paid by unpaid as of such Casualty Payment Date (including an amount equal to Break Funding Cost, if any); provided, however, that if, with respect to such Transponder, Lessee shall have -------- ------- in force insurance against loss or damage to the Lessee on such Stipulated Loss Value Determination Date Transponders, pursuant to Section 3.02 hereof 9 or voluntarily, then subject to the provisions of Section 12(b), Lessee shall pay to Lessor in immediately available funds on the Casualty Payment Date first occurring not less than thirty (30) days after the date of the Casualty Notice, the amount specified in clause (x) of this Section less the amount of such insurance with respect to such Transponder and, within ten (10) days after receipt of any such insurance proceeds (but in no event later than 120 days after the date of such Casualty Notice) the amount specified in clause (x) of this Section to the extent not previously paid, and to the extent of any such Basic Rent installment (payment to be made from such insurance proceeds or portion thereof) is designated otherwise after the Casualty Payment Date referred to above, Lessee shall pay interest from such Casualty Payment Date on Schedule II hereto as being payable in advance, together with an imputed interest such amount in respect of such advance payment of Basic Rent (or portion thereof) at the Debt Rate from to but excluding the date of payment at the Applicable Rate borne by each Series of Notes then outstanding as to which the insurance proceeds shall be applied, and otherwise at the Prime Rate; provided, -------- further that, in the case of an Event of Loss of the type described in clause ------- (f) of the definition thereof, the amount due on the applicable Casualty Payment Date in accordance with clause (x) of this Section 12(a) shall be the higher of Stipulated Loss Value and the Fair Market Sales Value for the Transponder (determined pursuant to the Appraisal Procedure based on the assumption that the Satellite had not been removed from orbit) on such Basic Rent installment Casualty Payment Date. In lieu of making the foregoing payment, and so long as, but only so long as, no Bankruptcy Default or Event of Default has occurred and is continuing, Lessee may, at its option, notify Lessor and Indenture Trustee of its intent to, and thereafter provide Lessor (on the Casualty Payment Date first occurring not less than thirty (30) days after the date of the Casualty Notice) with a Replacement Transponder, in accordance with, and subject to, the provisions and the conditions in Section 7(e). Upon payment in full of all amounts due or portion thereofthe provision of a Replacement Transponder pursuant to the preceding paragraph, Lessor (as seller) by shall transfer the Transponder suffering such Event of Loss to Lessee, free and clear of all Lessor Liens and Owner Participant Liens, but otherwise without warranty, the obligation of Lessee to pay Interim Rent and Base Rent with respect to such Transponder shall terminate, but shall continue as to any Replacement Transponder, such Transponder shall no longer be subject to this Lease and the Loss Payment Date; provided that in no event Lease Term with respect to such Transponder shall there be subtracted pursuant end, but shall apply to clause (F) an amount such that the Holders shall not be paid in fullany Replacement Transponder.

Payment of Stipulated Loss Value. (a) The Lessee shall, if it has so elected or is deemed If with respect to have so elected under Section 11.01 hereof, pay to the Lessor, by wire transfer of immediately available funds on the earlier of (i) the third Business Day following receipt in full of insurance proceeds or requisition proceeds, described in Section 11.05 hereof, in connection with such any -------------------------------- Transponder an Event of Loss occurs, then Lessee shall forthwith (and, in any event, within seven (7) days of such occurrence) give Lessor and (ii) the 120th day after the occurrence Indenture Trustee notice of such Event of Loss (the earlier of such dates being referred to herein as the "Loss Payment DateCasualty Notice"), which notice shall include, if applicable, Lessee's election to provide a Replacement Transponder in accordance with the last sentence of this paragraph and shall also state whether the proviso to this sentence shall be applicable by reason of the Lessee having in force insurance against loss or damage to the Transponders, pursuant to Section 9(b) or voluntarily, and on the Casualty Payment Date first occurring not less than 30 days after the date of such notice, Lessee shall pay to Lessor an amount equal to the sum of (Ax) the Stipulated Loss Value for the Aircraft, determined as of the Stipulated Loss Value Determination Date next preceding the Loss Transponder due on such Casualty Payment Date and (or, if y) the Loss Payment Date occurs on a Stipulated Loss Value Determination Date, determined as sum of (A) all amounts of Interim Rent and Base Rent with respect to such Stipulated Loss Value Determination Date) together with interest on Transponder due and unpaid prior to such amount at the Debt Rate from such Stipulated Loss Value Determination Date to the Loss Casualty Payment Date, plus and (BB)(i) at any and all Basic Rent due and payable on or prior to time during the relevant Stipulated Loss Value Determination Date and unpaid, plus (C) any and all Supplemental Rent due and payable on or prior to such Loss Payment Date, plus (D) all other amounts owing by the Lessee Interim Term or the Owner Trustee to Basic Term, in the Indenture Trustee or event that the Holders under the Indenture and the other Operative Agreements, plus (E) any reasonable out-of-pocket expenses incurred in connection with such Event of Loss and the related prepayment of the Certificates by the Lessor, the Owner Participant and the Indenture Trustee, minus (F) if the relevant Stipulated Loss Value Determination Casualty Payment Date is a Rent Payment DateDate on which a Scheduled Rent payment designated as an "arrears rent" on Schedule A hereto as adjusted pursuant to Section 4 is due, the portionsum of Scheduled Rent with respect to such Transponder designated as an "arrears rent" on Schedule A hereto as adjusted pursuant to Section 4 and due on such Casualty Payment Date and the Rent Differential Amount with respect to such date, if any, of the Basic or (ii) at any time during a Renewal Term any Base Rent installment due on such Casualty Payment Date and (C) any other Rent with respect to such Transponder due and paid by unpaid as of such Casualty Payment Date; provided, -------- however, that if, with respect to such Transponder, Lessee shall have in ------- force insurance against loss or damage to the Lessee on such Stipulated Loss Value Determination Date Transponders, pursuant to Section 3.02 hereof 9(b) or voluntarily, then subject to the provisions of Section 12(b), Lessee shall pay to Lessor in immediately available funds on the Casualty Payment Date first occurring not less than thirty (30) days after the date of the Casualty Notice, the amount specified in clause (x) of this Section less the amount of such insurance with respect to such Transponder and, within ten (10) days after receipt of any such insurance proceeds (but in no event later than 120 days after the date of such Casualty Notice) the amount specified in clause (x) of this Section to the extent not previously paid, and to the extent of any such Basic Rent installment (payment to be made from such insurance proceeds or portion thereof) is designated otherwise after the Casualty Payment Date referred to above, Lessee shall pay interest from such Casualty Payment Date on Schedule II hereto as being payable in advance, together with an imputed interest such amount in respect of such advance payment of Basic Rent (or portion thereof) at the Debt Rate from to but excluding the date of payment at the highest interest rate payable on the Notes, if any Notes are then outstanding, and otherwise at the Prime Rate. In lieu of making the foregoing payment, and so long as, but only so long as, no Bankruptcy Default or Event of Default has occurred and is continuing, Lessee may, at its option, notify Lessor and Indenture Trustee of its intent to, and thereafter provide Lessor (on the Casualty Payment Date first occurring not less than thirty (30) days after the date of the Casualty Notice) with a Replacement Transponder, in accordance with, and subject to, the provisions and the conditions in Section 7(e); provided, -------- further that, in the case of an Event of Loss of the type described in clause ------- (f) of the definition thereof, the amount due on the applicable Casualty Payment Date in accordance with clause (x) of this Section 12(a) shall be the higher of Stipulated Loss Value and the Fair Market Sales Value for the Transponder on such Basic Rent installment Casualty Payment Date. Upon payment in full of all amounts due or the provision of a Replacement Transponder pursuant to the preceding paragraph, Lessor (or portion thereofas seller) by shall transfer the Transponder suffering such Event of Loss to Lessee, the obligation of Lessee to pay Interim Rent and Base Rent with respect to such Transponder shall terminate, but shall continue as to any Replacement Transponder, such Transponder shall no longer be subject to this Lease and the Loss Payment Date; provided that in no event Lease Term with respect to such Transponder shall there be subtracted pursuant end, but shall apply to clause (F) an amount such that the Holders shall not be paid in fullany Replacement Transponder.

Payment of Stipulated Loss Value. (a) The Lessee shall, if it has so elected or is deemed to have so elected under Section 11.01 hereof, pay to the Lessor, by wire transfer of immediately available funds on the earlier of (i) the third fifteenth Business Day following receipt in full of insurance proceeds or requisition proceeds, described in Section 11.05 hereof, in connection with such Event of Loss and (ii) the 120th day after the occurrence of such Event of Loss (the earlier of such dates being referred to herein as the "Loss Payment Date"), the sum of (A) the Stipulated Loss Value for the Aircraft, determined as of the Stipulated Loss Value Determination Date next preceding the Loss Payment Date (or, if the Loss Payment Date occurs on a Stipulated Loss Value Determination Date, determined as of such Stipulated Loss Value Determination Date) together with interest on such amount at the Debt Rate from such Stipulated Loss Value Determination Date to the Loss Payment Date, plus (B) any and all Basic Rent due and payable on or prior to the relevant Stipulated Loss Value Determination Date and unpaid, plus (C) any and all Supplemental Rent due and payable on or prior to such Loss Payment Date, plus (D) all other amounts owing by the Lessee or the Owner Trustee to the Indenture Trustee or the Holders under the Indenture and the other Operative Agreements, plus (E) any reasonable out-of-pocket expenses incurred in connection with such Event of Loss and the related prepayment of the Certificates by the Lessor, the Owner Participant and the Indenture Trustee, minus (F) if the relevant Stipulated Loss Value Determination Date is a Rent Payment Date, the portion, if any, of the Basic Rent installment due and paid by the Lessee on such Stipulated Loss Value Determination Date pursuant to Section 3.02 hereof to the extent such Basic Rent installment (or portion thereof) is designated on Schedule II hereto as being payable in advance, together with an imputed interest amount in respect of such advance payment of Basic Rent (or portion thereof) at the Debt Rate from the date of payment of such Basic Rent installment (or portion thereof) by the Lessee to the Loss Payment Date; provided that in no event shall there be subtracted pursuant to clause (F) an amount such that the Holders shall not be paid in full.

Payment of Stipulated Loss Value. (a) The Lessee shall, if it has so elected or is deemed to have so elected under Section 11.01 hereof, pay to the Lessor, by wire transfer of immediately available funds on the earlier of (i) the third Business Day 15th day following receipt in full of insurance proceeds or requisition proceeds, described in Section 11.05 hereof, in connection with such Event of Loss and or (ii) the 120th day after the occurrence of such Event of Loss (the earlier of such dates being referred to herein as the "Loss Payment Date"), the sum of (A) the Stipulated Loss Value for the Aircraft, determined as of the Stipulated Loss Value Determination Date next preceding the Loss Payment Date (or, if the Loss Payment Date occurs on a Stipulated Loss Value Determination Date, determined as of such Stipulated Loss Value Determination Date) together with interest on such amount at the Debt Rate from such Stipulated Loss Value Determination Date to the Loss Payment Date, plus (B) any and all Basic Rent due and payable on or prior to the relevant Stipulated Loss Value Determination Date and unpaid, plus (C) any and all Supplemental Rent due and payable on or prior to such Loss Payment Date, plus (D) all other amounts owing by the Lessee or the Owner Trustee to the Indenture Trustee or the Holders under the Indenture and the other Operative Agreements, plus (E) any reasonable out-of-pocket expenses incurred in connection with such Event of Loss and the related prepayment of the Certificates by the Lessor, the Owner Participant and the Indenture Trustee, minus (F) if the relevant Stipulated Loss Value Determination Date is a Rent Payment Date, the portion, if any, of the Basic Rent installment due and paid by the Lessee on such Stipulated Loss Value Determination Date pursuant to Section 3.02 hereof to the extent such Basic Rent installment (or portion thereof) is designated on Schedule II hereto as being payable in advance, together with an imputed interest amount in respect of such advance payment of Basic Rent (or portion thereof) at the Debt Rate from the date of payment of such Basic Rent installment (or portion thereof) by the Lessee to the Loss Payment Date; provided that in no event shall there be subtracted pursuant to clause (F) an amount such that the Holders shall not be paid in full.

Payment of Stipulated Loss Value. (a) The Lessee shall, if it has so elected or is deemed to have so elected under Section 11.01 hereof, pay to the Lessor, by wire transfer of immediately available funds on the earlier of (i) the third Business Day fifteenth day following receipt in full of insurance proceeds or requisition proceeds, described in Section 11.05 hereof, in connection with such Event of Loss and (ii) the 120th day after the occurrence of such Event of Loss (the earlier of such dates being referred to herein as the "Loss Payment Date"), the sum of (A) the Stipulated Loss Value for the Aircraft, determined as of the Stipulated Loss Value Determination Date next preceding the Loss Payment Date (or, if the Loss Payment Date occurs on a Stipulated Loss Value Determination Date, determined as of such Stipulated Loss Value Determination Date) together with interest on such amount at the Debt Rate from such Stipulated Loss Value Determination Date to the Loss Payment Date, plus (B) any and all Interim Rent and Basic Rent due and payable on or prior to the relevant Stipulated Loss Value Determination Date and unpaid, plus (C) any and all Supplemental Rent due and payable on or prior to such Loss Payment Date, plus (D) all other amounts owing by the Lessee or the Owner Trustee to the Indenture Trustee or the Holders under the Indenture and the other Operative Agreements, plus (E) any reasonable out-of-pocket expenses incurred in connection with such Event of Loss and the related prepayment of the Certificates by the Lessor, the Owner Participant and the Indenture Trustee, minus (F) if the relevant Stipulated Loss Value Determination Date is a Rent Payment Date, the portion, if any, of the Interim Rent and Basic Rent installment due and paid by the Lessee on such Stipulated Loss Value Determination Date pursuant to Section 3.02 hereof to the extent such Interim Rent and Basic Rent installment (or portion thereof) is designated on Schedule II hereto as being payable in advance, together with an imputed interest amount in respect of such advance payment of Interim Rent and Basic Rent (or portion thereof) at the Debt Rate from the date of payment of such Interim Rent and Basic Rent installment (or portion thereof) by the Lessee to the Loss Payment Date; provided that in no event shall there be subtracted pursuant to clause (F) an amount such that the Holders shall not be paid in full.

Payment of Stipulated Loss Value. (a) The Lessee shall, if it has so elected or is deemed to have so elected under Section 11.01 hereof, pay to the Lessor, by wire transfer of immediately available funds on the earlier of (i) the third Business Day fifteenth day following receipt in full of insurance proceeds or requisition proceeds, described in Section 11.05 hereof, in connection with such Event of Loss and (ii) the 120th day after the occurrence of such Event of Loss (the earlier of such dates being referred to herein as the "Loss Payment Date"), the sum of (A) the Stipulated Loss Value for the Aircraft, determined as of the Stipulated Loss Value Determination Date next preceding succeeding the Loss Payment Date (or, if the Loss Payment Date occurs on a Stipulated Loss Value Determination Date, determined as of such Stipulated Loss Value Determination Date) together with interest on such amount at the Debt Rate from such Stipulated Loss Value Determination Date to the Loss Payment Date), plus (B) any and all Basic Rent due and payable on or prior to the relevant Stipulated Loss Value Determination Date and unpaidto the extent payable in arrears but not to the extent payable in advance, plus (C) any and all Supplemental Rent due and payable on or prior to such Loss Payment Date, plus (D) all other amounts (including Basic Rent due and payable with respect to Rent Payment Dates occurring prior to such Stipulated Loss Value Determination Date and unpaid) due and payable by the Lessee hereunder or owing by the Lessee or the Owner Trustee to the Indenture Trustee or the Holders under the Indenture and the other Operative Agreements, plus (E) any reasonable out-of-pocket expenses incurred in connection with such Event of Loss and the related prepayment of the Certificates by the Lessor, the Owner Participant and the Indenture Trustee, minus (F) if the relevant Stipulated Loss Value Determination Date is a Rent Payment Date, the portion, if any, of the Basic Rent installment due and paid by the Lessee on such Stipulated Loss Value Determination Date pursuant to Section 3.02 hereof to the extent such Basic Rent installment (or portion thereof) is designated on Schedule II hereto as being payable in advance, together with an imputed interest amount in respect of such advance payment of Basic Rent (or portion thereof) at the Debt Rate from the date of payment of such Basic Rent installment (or portion thereof) by the Lessee to the Loss Payment Date; provided that in no event shall there be subtracted pursuant to clause (F) an amount such that the Holders shall not be paid in full.

Payment of Stipulated Loss Value. (a) The Lessee shall, if it has so elected or is deemed to have so elected under Section 11.01 hereof, pay to the Lessor, by wire transfer of immediately available funds on the earlier of (i) the third Business Day fifteenth day following receipt in full of insurance proceeds or requisition proceeds, described in Section 11.05 hereof, in connection with such Event of Loss or if later, the 15th day following the end of the 60-day election period referred to in Section 11.01 hereof and (ii) the 120th day after the occurrence of such Event of Loss (the earlier of such dates being referred to herein as the "Loss Payment Date"), the sum of (A) the Stipulated Loss Value for the Aircraft, determined as of the Stipulated Loss Value Determination Date next preceding succeeding the Loss Payment Date (or, if the Loss Payment Date occurs on a Stipulated Loss Value Determination Date, determined as of such Stipulated Loss Value Determination Date) together with interest on such amount at the Debt Rate from such Stipulated Loss Value Determination Date to the Loss Payment Date), plus (B) any and all Basic Rent due and payable on or prior to the relevant Stipulated Loss Value Determination Date and unpaidto the extent payable in arrears but not to the extent payable in advance, plus (C) any and all Supplemental Rent due and payable on or prior to such Loss Payment Date, plus (D) all other amounts (including Basic Rent due and payable with respect to Rent Payment Dates occurring prior to such Stipulated Loss Value Determination Date and unpaid) due and payable by the Lessee hereunder or owing by the Lessee or the Owner Trustee to the Indenture Trustee or the Holders under the Indenture and the other Operative Agreements, plus (E) any reasonable out-of-pocket expenses incurred in connection with such Event of Loss and the related prepayment of the Certificates by the Lessor, the Owner Participant and the Indenture Trustee, minus (F) if the relevant Stipulated Loss Value Determination Date is a Rent Payment Date, the portion, if any, of the Basic Rent installment due and paid by the Lessee on such Stipulated Loss Value Determination Date pursuant to Section 3.02 hereof to the extent such Basic Rent installment (or portion thereof) is designated on Schedule II hereto as being payable in advance, together with an imputed interest amount in respect of such advance payment of Basic Rent (or portion thereof) at the Debt Rate from the date of payment of such Basic Rent installment (or portion thereof) by the Lessee to the Loss Payment Date; provided that in no event shall there be subtracted pursuant to clause (F) an amount such that the Holders shall not be paid in full.

Payment of Stipulated Loss Value. (a) The Lessee shall, if it has so elected or is deemed to have so elected under Section 11.01 hereof, pay to the Lessor, by wire transfer of immediately available funds on the earlier of (i) the third Business Day following receipt in full of insurance proceeds or requisition proceeds, described in Section 11.05 hereof, in connection with such Event of Loss and (ii) the 120th day after the occurrence of such Event of Loss (the earlier of such dates being referred to herein as the "Loss Payment Date"), the sum of (A) the Stipulated Loss Value for the Aircraft, determined as of the Stipulated Loss Value Determination Date next preceding the Loss Payment Date (or, if the Loss Payment Date occurs on a Stipulated Loss Value Determination Date, determined as of such Stipulated Loss Value Determination Date) together with interest on such amount at the Debt Rate from such Stipulated Loss Value Determination Date to the Loss Payment Date, plus (B) any and all Basic Rent due and payable on or prior to the relevant Stipulated Loss Value Determination Date and unpaid, plus (C) any and all Supplemental Rent due and payable on or prior to such Loss Payment Date, plus (D) all other amounts owing by the Lessee or the Owner Trustee to the Indenture Trustee or the Holders under the Indenture and the other Operative Agreements, plus (E) any reasonable out-of-pocket expenses incurred in connection with such Event of Loss and the related prepayment of the Certificates by the Lessor, the Owner Participant Participants and the Indenture Trustee, minus (F) if the relevant Stipulated Loss Value Determination Date is a Rent Payment Date, the portion, if any, of the Basic Rent installment due and paid by the Lessee on such Stipulated Loss Value Determination Date pursuant to Section 3.02 hereof to the extent such Basic Rent installment (or portion thereof) is designated on Schedule II hereto as being payable in advance, together with an imputed interest amount in respect of such advance payment of Basic Rent (or portion thereof) at the Debt Rate from the date of payment of such Basic Rent installment (or portion thereof) by the Lessee to the Loss Payment Date; provided that in no event shall there be subtracted pursuant to clause (F) an amount such that the Holders shall not be paid in full.

Payment of Stipulated Loss Value. (a) The Lessee shall, if it has so elected or is deemed If with respect to have so elected under Section 11.01 hereof, pay to the Lessor, by wire transfer of immediately available funds on the earlier of (i) the third Business Day following receipt in full of insurance proceeds or requisition proceeds, described in Section 11.05 hereof, in connection with such any -------------------------------- Transponder an Event of Loss occurs, then Lessee shall forthwith (and, in any event, within seven (7) days of such occurrence) give Lessor and (ii) the 120th day after the occurrence Indenture Trustee notice of such Event of Loss (the earlier of such dates being referred to herein as the "Loss Payment DateCasualty Notice"), which notice shall include, if applicable, Lessee's election to provide a Replacement Transponder in accordance with the last sentence of this paragraph and shall also state whether the proviso to this sentence shall be applicable by reason of the Lessee having in force insurance against loss or damage to the Transponders, pursuant to Section 9(b) or voluntarily, and on the Casualty Payment Date first occurring not less than 30 days after the date of such notice, Lessee shall pay to Lessor an amount equal to the sum of (Ax) the Stipulated Loss Value for the Aircraft, determined as of the Stipulated Loss Value Determination Date next preceding the Loss Transponder due on such Casualty Payment Date and (or, if y) the Loss Payment Date occurs on a Stipulated Loss Value Determination Date, determined as sum of (A) all amounts of Interim Rent and Base Rent with respect to such Stipulated Loss Value Determination Date) together with interest on Transponder due and unpaid prior to such amount at the Debt Rate from such Stipulated Loss Value Determination Date to the Loss Casualty Payment Date, plus and (B) (i) at any and all Basic Rent due and payable on or prior to time during the relevant Stipulated Loss Value Determination Date and unpaid, plus (C) any and all Supplemental Rent due and payable on or prior to such Loss Payment Date, plus (D) all other amounts owing by the Lessee Interim Term or the Owner Trustee to Basic Term, in the Indenture Trustee or event that the Holders under the Indenture and the other Operative Agreements, plus (E) any reasonable out-of-pocket expenses incurred in connection with such Event of Loss and the related prepayment of the Certificates by the Lessor, the Owner Participant and the Indenture Trustee, minus (F) if the relevant Stipulated Loss Value Determination Casualty Payment Date is a Rent Payment DateDate on which a Scheduled Rent payment designated as an "arrears rent" on Schedule A hereto as adjusted pursuant to Section 4 is due, the portionsum of Scheduled Rent with respect to such Transponder designated as an "arrears rent" on Schedule A hereto as adjusted pursuant to Section 4 and due on such Casualty Payment Date and the Rent Differential Amount with respect to such date, if any, of the Basic or (ii) at any time during a Renewal Term any Base Rent installment due on such Casualty Payment Date and (C) any other Rent with respect to such Transponder due and paid by unpaid as of such Casualty Payment Date; provided, however, -------- ------- that if, with respect to such Transponder, Lessee shall have in force insurance against loss or damage to the Lessee on such Stipulated Loss Value Determination Date Transponders, pursuant to Section 3.02 hereof 9(b) or voluntarily, then subject to the provisions of Section 12(b), Lessee shall pay to Lessor in immediately available funds on the Casualty Payment Date first occurring not less than thirty (30) days after the date of the Casualty Notice, the amount specified in clause (x) of this Section less the amount of such insurance with respect to such Transponder and, within ten (10) days after receipt of any such insurance proceeds (but in no event later than 120 days after the date of such Casualty Notice) the amount specified in clause (x) of this Section to the extent not previously paid, and to the extent of any such Basic Rent installment (payment to be made from such insurance proceeds or portion thereof) is designated otherwise after the Casualty Payment Date referred to above, Lessee shall pay interest from such Casualty Payment Date on Schedule II hereto as being payable in advance, together with an imputed interest such amount in respect of such advance payment of Basic Rent (or portion thereof) at the Debt Rate from to but excluding the date of payment at the highest interest rate payable on the Notes, if any Notes are then outstanding, and otherwise at the Prime Rate. In lieu of making the foregoing payment, and so long as, but only so long as, no Bankruptcy Default or Event of Default has occurred and is continuing, Lessee may, at its option, notify Lessor and Indenture Trustee of its intent to, and thereafter provide Lessor (on the Casualty Payment Date first occurring not less than thirty (30) days after the date of the Casualty Notice) with a Replacement Transponder, in accordance with, and subject to, the provisions and the conditions in Section 7(e); provided, -------- further that, in the case of an Event of Loss of the type described in clause ------- (f) of the definition thereof, the amount due on the applicable Casualty Payment Date in accordance with clause (x) of this Section 12(a) shall be the 58 higher of Stipulated Loss Value and the Fair Market Sales Value for the Transponder on such Basic Rent installment Casualty Payment Date. Upon payment in full of all amounts due or the provision of a Replacement Transponder pursuant to the preceding paragraph, Lessor (or portion thereofas seller) by shall transfer the Transponder suffering such Event of Loss to Lessee, the obligation of Lessee to pay Interim Rent and Base Rent with respect to such Transponder shall terminate, but shall continue as to any Replacement Transponder, such Transponder shall no longer be subject to this Lease and the Loss Payment Date; provided that in no event Lease Term with respect to such Transponder shall there be subtracted pursuant end, but shall apply to clause (F) an amount such that the Holders shall not be paid in fullany Replacement Transponder.

Payment of Stipulated Loss Value. (a) The Lessee shall, if it has so elected or is deemed to have so elected under Section 11.01 hereof, pay to the Lessor, by wire transfer of immediately available funds on the earlier of (i) the third tenth Business Day following receipt in full of insurance proceeds or requisition proceeds, described in Section 11.05 hereof, in connection with such Event of Loss and (ii) the 120th day after the occurrence of such Event of Loss (the earlier of such dates being referred to herein as the "Loss Payment Date"), the sum of (A) the Stipulated Loss Value for the Aircraft, determined as of the Stipulated Loss Value Determination Date next preceding the Loss Payment Date (or, if the Loss Payment Date occurs on a Stipulated Loss Value Determination Date, determined as of such Stipulated Loss Value Determination Date) together with interest on such amount at the Debt Rate from such Stipulated Loss Value Determination Date to the Loss Payment Date, plus (B) any and all Basic Rent due and payable on or prior to the relevant Stipulated Loss Value Determination Date and unpaid, plus (C) any and all Supplemental Rent due and payable on or prior to such Loss Payment Date or accrued with respect to the period ending on the Loss Payment Date, plus (D) all other amounts owing by the Lessee or the Owner Trustee to the Indenture Trustee or the Holders under the Indenture and the other Operative Agreements, plus (E) any reasonable out-of-pocket expenses incurred in connection with such Event of Loss and the related prepayment of the Certificates by the Lessor, the Owner Participant and the Indenture Trustee, minus (F) if the relevant Stipulated Loss Value Determination Date is a Rent Payment Date, the portion, if any, of the Basic Rent installment due and paid by the Lessee on such Stipulated Loss Value Determination Date pursuant to Section 3.02 hereof to the extent such Basic Rent installment (or portion thereof) is designated on Schedule II hereto as being payable in advance, together with an imputed interest amount in respect of such advance payment of Basic Rent (or portion thereof) at the Debt Rate from the date of payment of such Basic Rent installment (or portion thereof) by the Lessee to the Loss Payment Date; provided that in no event shall there be subtracted pursuant to clause (F) an amount such that the Holders shall not be paid in full. In the case of an Event of Loss occurring during any Renewal Term the Lessee shall pay on the Loss Payment Date the sum of (A) the Stipulated Loss Value for the Aircraft, (B) any and all Renewal Rent and Supplemental Rent due and payable prior to the Loss Payment Date (and attributable to the period prior to the Loss Payment Date) or accrued with respect to the period ending on the Loss Payment Date and (C) any reasonable out-of-pocket expenses incurred in connection with such Event of Loss by the Lessor and the Owner Participant.