Common use of Replacement or Payment upon Event of Loss Clause in Contracts

Replacement or Payment upon Event of Loss. Upon the occurrence of an Event of Loss with respect to any Unit, Lessee shall within 45 days of such occurrence give Lessor and the Agent notice of such occurrence and of its election to perform one of the following options and the contemplated date of performance of such option (it being agreed that if Lessee shall not have given notice of such election within 45 days after such occurrence or if a Lease Default or Lease Event of Default shall have occurred and be continuing at any time from and including the date of occurrence of such Event of Loss to and including the last occurring Scheduled Payment Date for such Unit within 120 days of such occurrence, Lessee shall be deemed to have elected to perform the option set forth in the following paragraph (b)): (a) within 120 days of such occurrence, Lessee shall comply with Section 11.4(b) and shall convey or cause to be conveyed to Lessor a Replacement Unit to be leased to Lessee hereunder, such Replacement Unit to be free and clear of all Liens (other than Permitted Liens) and to have a value, utility, capacity and remaining economic useful life at least equal to the Unit so replaced (assuming such Unit was in the condition required to be maintained by the terms of this Lease); provided, that if Lessee shall not perform its obligation to effect such replacement under this paragraph (a) during the period of time provided herein, then Lessee shall pay on the next succeeding Scheduled Payment Date for such Unit that is at least 30 days after the end of such period to Lessor the amounts specified in paragraph (b) below; or (b) on a Scheduled Payment Date for such Unit within 120 days of such occurrence, Lessee shall pay or cause to be paid (i) to Lessor (A) an amount equal to the Stipulated Loss Value of each such Unit suffering such occurrence determined as of such Scheduled Payment Date and (B) all Basic Rent payable on such date and (ii) to the Persons (including without limitation Lessor) entitled thereto all other unpaid Supplemental Rent due on or before such Scheduled Payment Date (including without limitation any Sales Expenses arising in connection with such termination and any interest or discount on outstanding Commercial Paper maturing after such Scheduled Payment Date); it being understood that until all such amounts referenced in this Section 11.2(b) are paid in full, there shall be no abatement or reduction of Basic Rent.

Replacement or Payment upon Event of Loss. Upon the occurrence of an Event of Loss or the deemed occurrence of an Event of Loss pursuant to Section 9.1 or Section 9.4 with respect to any Unit, Lessee shall within 45 60 days after a Responsible Officer of Lessee shall have actual knowledge of such occurrence or deemed occurrence give Lessor and the Agent notice of such occurrence or deemed occurrence of such Event of Loss and of its election to perform one of the following options and the contemplated date of performance of such option (it being agreed that if Lessee shall not have given notice of such election within 45 such 60 days after such actual knowledge of such occurrence or if a Lease Default or Lease Event of Default shall have occurred and be continuing at any time from and including the date of occurrence of such Event of Loss to and including the last occurring Scheduled Payment Date for such Unit within 120 days of such deemed occurrence, Lessee shall be deemed to have elected to perform the option set forth in the following paragraph (bii)): (ai) within 120 days So long as no Specified Default or Event of Default shall have occurred and be continuing, as promptly as practicable, and in any event on or before the Business Day next preceding the 91st day next following the date on which a Responsible Officer of Lessee shall have actual knowledge of the occurrence or deemed occurrence of such occurrenceEvent of Loss, Lessee shall comply with Section 11.4(b) and shall convey or cause to be conveyed to Lessor a Replacement Unit to be leased to Lessee hereunder, such Replacement Unit to be free and clear of all Liens (other than Permitted Liens) and to have a current fair market value, utility, capacity expected residual value and remaining economic useful life at least equal to the Unit so replaced (assuming such Unit was in the condition required to be maintained by the terms of this Lease); providedprovided that, that if Lessee shall not perform its obligation to effect such replacement under this paragraph (ai) during the period of time provided herein, then Lessee shall pay on a Determination Date selected by Lessee that is within 20 days after the end of such period to Lessor, or in the case of Supplemental Rent, to the Person entitled thereto, the amounts specified in paragraph (ii) below; or (ii) on or before the next succeeding Scheduled Rent Payment Date for such Unit that is at least 30 days after the end date of notice of such period to Lessor Event of Loss or deemed Event of Loss or on the amounts date specified in the proviso to paragraph (bi) below; or (b) on a Scheduled Payment Date for such Unit within 120 days of such occurrenceabove, Lessee shall pay or cause to be paid (i) on the applicable Determination Date to Lessor or, in the case of Supplemental Rent, to the Persons entitled thereto, in funds of the type specified in Section 3.5, (A) an amount equal to the Stipulated Loss Value of each such Unit suffering such occurrence determined as of such Scheduled Payment Date and Determination Date, (B) all unpaid Basic Rent payable on with respect to each such date and (ii) to the Persons (including without limitation Lessor) entitled thereto all other unpaid Supplemental Rent Unit due on or before prior to such Scheduled Payment Determination Date and (including C) in the case of a deemed Event of Loss pursuant to Section 9.1 or the last sentence of Section 9.4, Breakage, if any, with respect to each such Unit and (D) without limitation any Sales Expenses arising in connection with such termination duplication, all other Rent (other than Basic Rent) then due and any interest or discount on outstanding Commercial Paper maturing after such Scheduled Payment Date); payable hereunder, it being understood that until all such amounts referenced in this Section 11.2(b) are paid in fullStipulated Loss Value is paid, there shall be no abatement or reduction of Basic Rent.. 12

Replacement or Payment upon Event of Loss. Upon the occurrence of an Event of Loss or the deemed occurrence of an Event of Loss pursuant to Section 9.1 with respect to any Unit, Lessee shall within 45 60 days after a Responsible Officer of Lessee shall have actual knowledge of such occurrence or deemed occurrence give Lessor and the Agent Indenture Trustee notice of such occurrence or deemed occurrence of such Event of Loss and of its election to perform one of the following options and the contemplated date of performance of such option (it being agreed that if Lessee shall not have given notice of such election within 45 such 60 days after notice of such occurrence or if a Lease Default or Lease Event of Default shall have occurred and be continuing at any time from and including the date of occurrence of such Event of Loss to and including the last occurring Scheduled Payment Date for such Unit within 120 days of such deemed occurrence, Lessee shall be deemed to have elected to perform the option set forth in the following paragraph (bii)): (ai) within 120 days So long as no Specified Default or Event of Default shall have occurred and be continuing, as promptly as practicable, and in any event on or before the Business Day next preceding the 91st day next following the date of such occurrencenotice, Lessee shall comply with Section 11.4(b) and shall convey or cause to be conveyed to Lessor a Replacement Unit to be leased to Lessee hereunder, such Replacement Unit to be free and clear of all Liens (other than Permitted Liens) and to have a current fair market value, estimated residual value, utility, capacity and remaining economic useful life at least equal to the Unit so replaced (assuming such Unit was in the condition required to be maintained by the terms of this Lease); providedprovided that, that if Lessee shall not perform its obligation to effect such replacement under this paragraph (ai) during the period of time provided herein, then Lessee shall pay on the next succeeding Scheduled Payment Determination Date for such Unit that is at least 30 days after the end of such period to Lessor Lessor, or in the case of Supplemental Rent, to the Person entitled thereto, the amounts specified in paragraph (bii) below; or (bii) on a Scheduled Payment or before the next succeeding Determination Date for such Unit within 120 that is at least 30 days after the date of notice of such occurrenceEvent of Loss or deemed Event of Loss or on the date specified in the proviso to paragraph (i) above, Lessee shall pay or cause to be paid (i) on the applicable Determination Date to Lessor or, in the case of Supplemental Rent, to the Persons entitled thereto, in funds of the type specified in Section 3.5, (A) an amount equal to the Stipulated Loss Value of each such Unit suffering such occurrence determined as of such Scheduled Payment Date and Determination Date, (B) all unpaid Basic Rent payable on with respect to each such date Unit due prior to such Determination Date, and (iiC) to the Persons (including without limitation Lessor) entitled thereto duplication, all other unpaid Supplemental Rent due on or before and payable as of such Scheduled Payment Date (including without limitation any Sales Expenses arising in connection with such termination and any interest or discount on outstanding Commercial Paper maturing after such Scheduled Payment Determination Date); , it being understood that until all such amounts referenced in this Section 11.2(b) are paid in fullStipulated Loss Value is paid, there shall be no abatement or reduction of Basic Rent; provided, at such time that the aggregate number of Units that have suffered an Event of Loss exceeds 15, Lessee shall pay with respect to each additional Unit that suffers an Event of Loss, in addition to the amounts required to be paid under this paragraph (ii), a Make-Whole Amount with respect to the prepayment of the Equipment Notes on account of such Event of Loss.

Replacement or Payment upon Event of Loss. Upon Lessee shall report, by written notice to Lessor given (a) on the occurrence date that is 60 days prior to each Rent Payment Date, or (b) promptly, but in no event later than 30 days, after the date on which a Responsible Officer of Lessee shall have obtained actual knowledge that since the end of the last period for which a report was delivered to Lessor under this Section 11.2 ten or more Units have suffered an Event of Loss (a "Multiple Loss"), any and all occurrences of an Event of Loss with respect to any Unit, Lessee and shall within 45 days of in such occurrence give written notice notify Lessor and the Agent notice of such occurrence and of its election to perform one of the following options and with respect to each such Unit: (i) on the contemplated date Rent Payment Date immediately following delivery of performance the foregoing notice (or, in the case of such option (it being agreed that if Lessee shall not have given notice of such election within 45 days after such occurrence or if a Lease Default or Lease Event of Default shall have occurred and be continuing at any time from and including Multiple Loss, on the first Business Day succeeding the 60th day following the date of occurrence of on which Lessee is required to report such Event of Multiple Loss pursuant to and including the last occurring Scheduled Payment Date for such Unit within 120 days of such occurrence, Lessee shall be deemed to have elected to perform the option set forth in the following paragraph (bthis Section 11.2)): (a) within 120 days of such occurrence, Lessee shall comply with Section 11.4(b) 11.4 and shall convey or cause to be conveyed cause .1) Lessee shall immediately give Lessor, the Indenture Trustee and the Pass Through Trustee notice of such failure and Lessee shall pay to Lessor on such Rent Payment Date (or, in the case of a Multiple Loss, on the first Business Day succeeding the 60th day following the date on which Lessee is required to report such loss pursuant to this Section 11.2) or in the case of Supplemental Rent, to the Person entitled thereto, the amounts specified in clause (ii) below; provided further that Lessee shall have no right to elect replacement under this clause (i) if at the time Lessee delivers the notice described in the first sentence of this Section 11.2, a Lease Event of Default or a Lease Default described in Section 14(a), Section 14(g) or Section 14(h) shall have occurred and be continuing; and provided further that the Lessee may substitute fewer or more Replacement Unit to be leased to Lessee hereunder, Units than the number of Units which have suffered an Event of Loss so long as (A) such Replacement Unit to be free and clear of all Liens (other than Permitted LiensUnit(s) and to have in the aggregate a valueFair Market Sales Value, utility, capacity and remaining economic useful life life, estimated residual value and condition at least equal to the Unit aggregate Fair Market Sales Value, utility, remaining economic useful life, estimated residual value and condition of the Unit(s) so replaced (assuming such Unit was Unit(s) were in at least the condition required to be maintained by the terms of this Lease), (B) each such Replacement Unit has a utility and condition not materially worse than that of each of the Units so replaced, (C) each such Replacement Unit has an estimated residual value as of the end of the Lease Term (determined at the date of such replacement) of at least 20% (without giving effect to inflation or deflation) of the Fair Market Sales Value of such Replacement Unit as of the date of such replacement and an estimated economic useful life at the end of the Lease Term (determined at the date of such replacement) of at least 20% of the economic useful life of such Replacement Unit as of the date on such replacement, and (D) such Replacement Unit(s) otherwise meet the requirements of this paragraph (i); providedand provided further, that if Lessee shall not perform its obligation to effect such replacement under this paragraph (a) during substitutes fewer or more Replacement Units than the period number of time provided hereinUnits which have suffered an Event of Loss, then Lessee the Basic Rent, Stipulated Loss Value, Termination Value, Early Purchase Price, Basic Term Purchase Price and Outside Date Purchase Price of each Replacement Unit so substituted shall pay on be equal to the next succeeding Scheduled Payment following amount: the Basic Rent, Stipulated Loss Value, Termination Value, Early Purchase Price, Basic Term Purchase Price and Outside Date for such Purchase Price, as applicable, with respect to the Units which have suffered an Event of Loss, taken as a whole, multiplied by a fraction, the numerator of which is the Fair Market Sales Value as of the date of replacement of the particular Replacement Unit that and the denominator of which is at least 30 days after the end Fair Market Sales Value as of such period to Lessor the amounts specified in paragraph (b) belowdate of replacement of all the Replacements Units taken as a whole; or (bii) on a Scheduled the Rent Payment Date for such Unit within 120 days immediately following the delivery of such occurrencethe notice described in the first sentence of this Section 11.2, Lessee shall pay or cause to be paid (i) to Lessor (or in the case of Supplemental Rent, to the Person entitled thereto) in funds of the type specified in Section 3.6, an amount equal to (A) the Stipulated Loss Value of each such Unit suffering an Event of Loss or deemed Event of Loss determined as of such Rent Payment Date, (B) all Basic Rent payable on such date in respect of such Unit (exclusive of any in advance Basic Rent due on such date), and (C) all other Rent then due and payable hereunder with respect to such Unit, it being understood that until such Stipulated Loss Value and other sums are paid, there shall be no abatement or reduction of Basic Rent; provided, however, that in the event of a Multiple Loss, in lieu of the amounts otherwise required to be paid in respect of each such Unit as provided above, Lessee shall pay or cause to be paid on the first Business Day succeeding the 60th day following the date on which Lessee is required to report such loss pursuant to this Section 11.2 (the "Multiple Loss Payment Date"), (A) an amount equal to the Stipulated Loss Value of each such Unit suffering such occurrence determined as of (i) the second day of the month in which the Multiple Loss Payment Date occurs or (ii) the second day of the immediately preceding month if the Multiple Loss Payment Date is the first day of a month (the second day of any such Scheduled month a "Multiple Loss Determination Date"), (B) an amount of accrued and unpaid Basic Rent, if any, in respect of each such Unit equal to the product of (x) the daily equivalent of the amount of Basic Rent scheduled to be paid with respect to each such Unit on the Rent Payment Date next succeeding such Multiple Loss Determination Date and (By) all Basic Rent payable on the number of days from and including such date and (ii) Multiple Loss Determination Date to but excluding the Persons (including without limitation Lessor) entitled thereto all other unpaid Supplemental Rent due on or before such Scheduled Multiple Loss Payment Date (including without limitation any Sales Expenses arising but in connection with no event less than the amount of accrued and unpaid interest, if any, in respect of the principal amount of Equipment Notes to be prepaid as a result of such termination Multiple Loss) and any interest or discount on outstanding Commercial Paper maturing after such Scheduled Payment Date); (C) all other Rent then due and payable hereunder, it being understood that until all such amounts referenced in this Section 11.2(b) Stipulated Loss Value and other sums are paid in fullpaid, there shall be no abatement or reduction of Basic Rent; provided, further, that if Lessee elects the option under this clause (ii), it shall notify the Lessor, the Indenture Trustee and the Pass Through Trustee thereof at least 20 days prior to the date such payment is to be made, which election shall be irrevocable on the 15th day prior to the date payment is required hereunder.

Replacement or Payment upon Event of Loss. Upon the occurrence of an Event of Loss with respect to any UnitLoss, the Lessee shall, promptly after a Responsible Officer of the Lessee shall within 45 days have actual knowledge of such occurrence (and in any event within 10 days after the occurrence of such Event of Loss), give the Lessor and the Agent Indenture Trustee written notice of such occurrence Event of Loss and, within 60 days after such notice, give the Lessor and the Indenture Trustee further notice of its election to perform one of the following options and the contemplated date of performance of such option (it being agreed that if the Lessee shall not have given notice of such election within 45 60 days after such occurrence or if a Lease Default or Lease Event of Default shall have occurred and be continuing at any time from and including the date of occurrence of such Event of Loss to and including the last occurring Scheduled Payment Date for such Unit within 120 days giving notice of such occurrence, the Lessee shall be deemed to have elected to perform the option set forth in the following paragraph (bii)):); provided that the Lessee shall not have the right to select the option set forth in paragraph (i) (A) if a Lease Default or Lease Event of Default shall have occurred and be continuing or (B) after the seventh anniversary of the Lease Term Commencement Date; and, provided, further, that the selection of the option set forth in paragraph (i) shall be subject to the provisions of the Tax Indemnity Agreement: (ai) within 120 as promptly as practicable (but no sooner than ten days after giving of such occurrenceits notice of election to perform the option set forth in this paragraph (i)), and in any event on or before the 540th day following the date on which the Event of Loss occurred, the Lessee shall comply with Section 11.4(b) and shall convey or cause to be conveyed to the Lessor a Replacement Unit Units to be leased to the Lessee hereunder, such Replacement Unit Units to be free and clear of all Liens (other than the Liens of the Lease and the Indenture and Permitted LiensLiens of the type described in clauses (iii) and (iv) of the definition thereof) and to have a valueFair Market Value, utility, capacity and condition, remaining economic useful life and estimated residual value at least equal to the Unit Units so replaced (assuming such Unit was Units have not suffered an Event of Loss and were in the condition required to be maintained by the terms of this Lease); providedprovided that, that if the Lessee shall not perform its obligation to effect such replacement under this paragraph (ai) during the period of time provided herein, then the Lessee shall pay comply with the following paragraph (ii) except that the related Settlement Date may occur within 570 days following the Event of Loss; or (ii) on the next succeeding Scheduled Payment Determination Date for such Unit that is (the "Settlement Date") occurring at least 30 90 days after the end date on which the Event of such period to Lessor Loss occurred, the amounts specified in paragraph (b) below; or (b) on a Scheduled Payment Date for such Unit within 120 days of such occurrence, Lessee shall pay or cause to be paid (i) to the Indenture Trustee or, if the Lien of the Indenture has been discharged, the Lessor (Aor in the case of Supplemental Rent, to the Persons entitled thereto) in funds of the type specified in Section 3.6, the sum of (x) an amount equal to the Stipulated Loss Value of each such Unit suffering such occurrence Value, determined as of such Scheduled Payment Date and Settlement Date, (B) all Basic Rent payable on such date and (iiy) to the Persons extent not theretofore paid, Basic Rent due and payable prior to, and in arrears on, such Settlement Date, and (including without limitation Lessorz) entitled thereto all other accrued and unpaid Supplemental Rent due on or before such Scheduled Payment Date (including without limitation Rent. Notwithstanding the foregoing, if the Event of Loss occurs prior to the Lease Term Commencement Date, any Sales Expenses arising in connection with such termination and any interest or discount on outstanding Commercial Paper maturing after such Scheduled Payment Date); it being understood that until all such amounts referenced in payable to the Indenture Trustee pursuant to this Section 11.2(b11.2(ii) are paid in full, there shall be no abatement or reduction of Basic Rentpaid to the Construction Loan Agent.

Replacement or Payment upon Event of Loss. Upon the occurrence of an Event of Loss or the deemed occurrence of an Event of Loss pursuant to Section 9.1 with respect to any Unit, Lessee shall within 45 60 days after a Responsible Officer of Lessee shall have actual knowledge of such occurrence or deemed occurrence give Lessor and the Agent Indenture Trustee notice of such occurrence or deemed occurrence of such Event of Loss and of its election to perform one of the following options and the contemplated date of performance of such option (it being agreed that if Lessee shall not have given notice of such election within 45 such 60 days after such actual knowledge of such occurrence or if a Lease Default or Lease Event of Default shall have occurred and be continuing at any time from and including the date of occurrence of such Event of Loss to and including the last occurring Scheduled Payment Date for such Unit within 120 days of such deemed occurrence, Lessee shall be deemed to have elected to perform the option set forth in the following paragraph (bii)): (ai) within 120 days So long as no Specified Default or Event of Default shall have occurred and be continuing, as promptly as practicable, and in any event on or before the Business Day next preceding the 175th day next following the date on which a Responsible Officer of Lessee shall have actual knowledge of the occurrence or deemed occurrence of such occurrenceEvent of Loss, Lessee shall comply with Section 11.4(b) and shall convey or cause to be conveyed to Lessor a Replacement Unit to be leased to Lessee hereunder, such Replacement Unit to be free and clear of all Liens (other than Permitted Liens) and to have a current fair market value, estimated residual value, utility, capacity condition and remaining economic useful life at least equal to the Unit so replaced (assuming such Unit was in the condition required to be maintained by the terms of this Lease); providedprovided that, that if Lessee shall not perform its obligation to effect such replacement under this paragraph (ai) during the period of time provided herein, then Lessee shall pay on the next succeeding Scheduled Payment a Determination Date for such Unit selected by Lessee that is at least 30 within 180 days after a Responsible Officer of Lessee shall have actual knowledge of the end occurrence or deemed occurrence of such period Event of Loss to Lessor Lessor, or in the case of Supplemental Rent, to the Person entitled thereto, the amounts specified in paragraph (bii) below; or (bii) on or before a Scheduled Payment Determination Date for such Unit selected by Lessee that is within 120 90 days after a Responsible Officer of Lessee shall have actual knowledge of the occurrence or deemed occurrence of such occurrenceEvent of Loss, Lessee shall pay or cause to be paid (i) on the applicable Determination Date to Lessor or, in the case of Supplemental Rent, to the Persons entitled thereto, in funds of the type specified in Section 3.5, (A) an amount equal to the Stipulated Loss Value of each such Unit suffering such occurrence determined as of such Scheduled Payment Date and Determination Date, (B) all unpaid Basic Rent payable on with respect to each such date Unit due prior to such Determination Date, and (iiC) to the Persons (including without limitation Lessor) entitled thereto duplication, all other unpaid Supplemental Rent due on or before and payable as of such Scheduled Payment Date (including without limitation any Sales Expenses arising in connection with such termination and any interest or discount on outstanding Commercial Paper maturing after such Scheduled Payment Determination Date); , it being understood that until all such amounts referenced in this Section 11.2(b) are paid in fullStipulated Loss Value is paid, there shall be no abatement or reduction of Basic Rent.

Replacement or Payment upon Event of Loss. Upon the occurrence of an Event of Loss or the deemed occurrence of an Event of Loss pursuant to Section 9.1 with respect to any Unit, Lessee shall within 45 60 days after a Responsible Officer of Lessee shall have actual knowledge of such occurrence or deemed occurrence give Lessor and the Agent Indenture Trustee notice of such occurrence or deemed occurrence of such Event of Loss and of its election to perform one of the following options and the contemplated date of performance of such option (it being agreed that if Lessee shall not have given notice of such election within 45 such 60 days after such actual knowledge of such occurrence or if a Lease Default or Lease Event of Default shall have occurred and be continuing at any time from and including the date of occurrence of such Event of Loss to and including the last occurring Scheduled Payment Date for such Unit within 120 days of such deemed occurrence, Lessee shall be deemed to have elected to perform the option set forth in the following paragraph (bii)): (ai) within 120 days So long as no Specified Default or Event of Default shall have occurred and be continuing, as promptly as practicable, and in any event on or before the Business Day next preceding the 175th day next following the date on which a Responsible Officer of Lessee shall have actual knowledge of the occurrence or deemed occurrence of such occurrenceEvent of Loss, Lessee shall comply with Section 11.4(b) and shall convey or cause to be conveyed to Lessor a Replacement Unit to be leased to Lessee hereunder, such Replacement Unit to be free and clear of all Liens (other than Permitted Liens) and to have a current fair market value, estimated residual value, utility, capacity and remaining economic useful life at least equal to the Unit so replaced (assuming such Unit was in the condition required to be maintained by the terms of this Lease); providedprovided that, that if Lessee shall not perform its obligation to effect such replacement under this paragraph (ai) during the period of time provided herein, then Lessee shall pay on the next succeeding Scheduled Payment a Determination Date for such Unit selected by Lessee that is at least 30 within 180 days after a Responsible Officer of Lessee shall have actual knowledge of the end occurrence or deemed occurrence of such period Event of Loss to Lessor Lessor, or in the case of Supplemental Rent, to the Person entitled thereto, the amounts specified in paragraph (bii) below; or (bii) on or before a Scheduled Payment Determination Date for such Unit selected by Lessee that is within 120 180 days after a Responsible Officer of Lessee shall have actual knowledge of the occurrence or deemed occurrence of such occurrenceEvent of Loss, Lessee shall pay or cause to be paid (i) on the applicable Determination Date to Lessor or, in the case of Supplemental Rent, to the Persons entitled thereto, in funds of the type specified in Section 3.5, (A) an amount equal to the Stipulated Loss Value of each such Unit suffering such occurrence determined as of such Scheduled Payment Date and Determination Date, (B) all unpaid Basic Rent payable on with respect to each such date Unit due prior to such Determination Date, and (iiC) to the Persons (including without limitation Lessor) entitled thereto duplication, all other unpaid Supplemental Rent due on or before and payable as of such Scheduled Payment Date (including without limitation any Sales Expenses arising in connection with such termination and any interest or discount on outstanding Commercial Paper maturing after such Scheduled Payment Determination Date); , it being understood that until all such amounts referenced in this Section 11.2(b) are paid in fullStipulated Loss Value is paid, there shall be no abatement or reduction of Basic Rent; provided, at such time that the aggregate number of Units that have suffered an Event of Loss exceeds 6, Lessee shall pay with respect to each additional Unit that suffers an Event of Loss, in addition to the amounts required to be paid under this paragraph (ii), a Positive Make-Whole Amount with respect to the prepayment of the Equipment Notes on account of such Event of Loss.

Replacement or Payment upon Event of Loss. Upon the occurrence of an Event of Loss or the deemed occurrence of an Event of Loss pursuant to Section 9.1 with respect to any Unit, Lessee shall within 45 60 days after a Responsible Officer of Lessee shall have actual knowledge of such occurrence or deemed occurrence give Lessor and the Agent Indenture Trustee notice of such occurrence or deemed occurrence of such Event of Loss and of its election to perform one of the following options and the contemplated date of performance of such option (it being agreed that if Lessee shall not have given notice of such election within 45 such 60 days after such actual knowledge of such occurrence or if a Lease Default or Lease Event of Default shall have occurred and be continuing at any time from and including the date of occurrence of such Event of Loss to and including the last occurring Scheduled Payment Date for such Unit within 120 days of such deemed occurrence, Lessee shall be deemed to have elected to perform the option set forth in the following paragraph (bii)): (ai) within 120 days As promptly as practicable, and in any event on or before the Business Day next preceding the 175th day next following the date on which a Responsible Officer of Lessee shall have actual knowledge of the occurrence or deemed occurrence of such occurrenceEvent of Loss, Lessee shall comply with Section 11.4(b) and shall convey or cause to be conveyed to Lessor a Replacement Unit to be leased to Lessee hereunder, such Replacement Unit to be free and clear of all Liens (other than Permitted Liens) and to have a current fair market value, utility, capacity and remaining economic useful life at least equal to the Unit so replaced (assuming such Unit was in the condition required to be maintained by the terms of this Lease); providedprovided that, that if Lessee shall not perform its obligation to effect such replacement under this paragraph (ai) during the period of time provided herein, then Lessee shall pay on the next succeeding Scheduled Payment a Determination Date for such Unit selected by Lessee that is at least 30 within 180 days after a Responsible Officer of Lessee shall have actual knowledge of the end occurrence or deemed occurrence of such period Event of Loss to Lessor Lessor, or in the case of Supplemental Rent, to the Person entitled thereto, the amounts specified in paragraph (bii) below; or (bii) on or before a Scheduled Payment Determination Date for such Unit selected by Lessee that is within 120 180 days after a Responsible Officer of Lessee shall have actual knowledge of the occurrence or deemed occurrence of such occurrenceEvent of Loss, Lessee shall pay or cause to be paid (i) on the applicable Determination Date to Lessor or, in the case of Supplemental Rent, to the Persons entitled thereto, in funds of the type specified in Section 3.5, (A) an amount equal to the Stipulated Loss Value of each such Unit suffering such occurrence determined as of such Scheduled Payment Date and Determination Date, (B) all unpaid Basic Rent payable on with respect to each such date and (ii) to the Persons (including without limitation Lessor) entitled thereto all other unpaid Supplemental Rent Unit due on or before prior to such Scheduled Payment Date Determination Date, and (C) without duplication, all Supplemental Rent (including without limitation any Sales Expenses arising in connection with Positive Make-Whole Amount) due and payable as of such termination and any interest or discount on outstanding Commercial Paper maturing after such Scheduled Payment Determination Date); , it being understood that until all such amounts referenced in this Section 11.2(b) are paid in fullStipulated Loss Value is paid, there shall be no abatement or reduction of Basic Rent.