Common use of Supplemental Rent Clause in Contracts

Supplemental Rent. Lessee shall pay (or cause to be paid) to Lessor, or to whomsoever shall be entitled thereto, any and all Supplemental Rent constituting Stipulated Loss Value as the same shall become due and owing and all other amounts of Supplemental Rent within 10 days after demand, and in the event of any failure on the part of Lessee to pay any Supplemental Rent when due, Lessor shall have all rights, powers and remedies provided for herein or by law or equity or otherwise in the case of nonpayment of Basic Rent. Lessee also will pay to Lessor, or to whomsoever shall be entitled thereto, as assignee of Lessor, on demand, as Supplemental Rent, (i) interest at the Past Due Rate with respect to any part of any installment of Basic Rent not paid when due for any period for which the same shall be overdue and on any payment of Supplemental Rent not paid when due for the period and, to the extent permitted by law, on interest accrued on Basic Rent which itself was accrued and not paid to the extent such accrued interest was not paid when due until the same shall be paid and on any other amounts payable hereunder which are not paid when due and (ii) all amounts payable by Lessor pursuant to subsections 2.6D, 2.7, 9.2 and 9.3 of the Credit Agreement; provided, however, to the extent any Supplemental Rent required to be paid pursuant to this clause (ii) of subsection 2(c) has been paid by Lessee pursuant to the terms of another Lease, then Lessee's obligations hereunder shall be deemed to be satisfied by the payments made pursuant to such other Lease.

Supplemental Rent. The Lessee shall pay (to the Lessor or cause to be paid) to Lessor, or to whomsoever shall be the Person ----------------- entitled thereto, thereto any and all Supplemental Rent constituting Stipulated Loss Value promptly as the same shall become due and owing and all other amounts of Supplemental Rent within 10 days after demandpayable, and in if the event of any failure on the part of Lessee fails to pay any Supplemental Rent when dueRent, the Lessor shall have all rights, powers and remedies provided for herein or by law or equity or otherwise in the case of nonpayment of Basic Rent. The Lessee also will shall pay to the Lessor, or to whomsoever shall be entitled thereto, as assignee of Lessor, on demand, as Supplemental Rent, (i) among other things, on demand, to the extent permitted by Applicable Law, interest at the Past Due applicable Overdue Rate with respect to any part of on any installment of Basic Rent not paid when due for any the period for which the same shall be overdue and on any payment of Supplemental Rent not paid when due or demanded by the Lessor for the period andfrom the due date or the date of any such demand, to as the extent permitted by lawcase may be, on interest accrued on Basic Rent which itself was accrued and not paid to the extent such accrued interest was not paid when due until the same shall be paid and on any paid. The expiration or other amounts payable hereunder which are not paid when due and (ii) all amounts payable by Lessor pursuant to subsections 2.6D, 2.7, 9.2 and 9.3 termination of the Credit Agreement; providedLessee's obligations to pay Basic Rent hereunder shall not limit or modify the obligations of the Lessee with respect to Supplemental Rent. Unless expressly provided otherwise in this Lease, however, in the event of any failure on the part of the Lessee to the extent pay and discharge any Supplemental Rent required to as and when due, the Lessee shall also promptly pay and discharge any fine, penalty, interest or cost which may be paid pursuant to this clause (ii) assessed or added under any agreement with a third party for nonpayment or late payment of subsection 2(c) has been paid by Lessee pursuant to the terms such Supplemental Rent, all of another Lease, then Lessee's obligations hereunder which shall be deemed to be satisfied by the payments made pursuant to such other Leasealso constitute Supplemental Rent.

Supplemental Rent. The Lessee shall pay (to Lessor or cause to be paid) to Lessor, or to whomsoever shall be the Person entitled thereto, thereto any and all Supplemental Rent constituting Stipulated Loss Value promptly as the same shall become due and owing and all other amounts of Supplemental Rent within 10 days after demandpayable, and in if the event of any failure on the part of Lessee fails to pay any Supplemental Rent when dueRent, Lessor shall have all rights, powers and remedies provided for herein or by law or equity or otherwise in the case of nonpayment of Basic Rent; provided that Supplemental Rent (other than Supplemental Rent consisting of any of the Lease Balance, the Sale Option Recourse Amount, the Purchase Amount, Break Costs and any amounts payable at the Overdue Rate and any amounts payable under Article XIII of the Participation Agreement) shall not be deemed due and payable by Lessee to the Person entitled thereto unless such amount is not paid within thirty (30) days after Lessee has received written notice of such Supplemental Rent from the Person entitled thereto. Lessee also will shall pay to Lessor, or to whomsoever shall be entitled thereto, as assignee of Lessor, on demand, as Supplemental Rent, among other things, on demand, to the extent permitted by Applicable Laws, interest at the applicable Overdue Rate (i) interest at the Past Due Rate with respect to any part of on any installment of Basic Rent not paid when due for any the period for which the same shall be overdue and (ii) on any payment of Supplemental Rent payable to Lessor or any Indemnitee not paid when due and payable as provided above for the period and, to from the extent permitted by law, on interest accrued on Basic Rent which itself was accrued and not paid to the extent such accrued interest was not paid when due date until the same shall be paid and on any paid. The expiration or other amounts payable hereunder which are not paid when due and (ii) all amounts payable by Lessor pursuant to subsections 2.6D, 2.7, 9.2 and 9.3 termination of the Credit Agreement; providedLessee’s obligations to pay Basic Rent hereunder shall not limit or modify the obligations of the Lessee with respect to Supplemental Rent. Unless expressly provided otherwise in this Lease, however, in the event of any failure on the part of the Lessee to the extent pay and discharge any Supplemental Rent required to as and when due, the Lessee shall also promptly pay and discharge any fine, penalty, interest or cost which may be paid pursuant to this clause (ii) assessed or added under any agreement with a third party for nonpayment or late payment of subsection 2(c) has been paid by Lessee pursuant to the terms such Supplemental Rent, all of another Lease, then Lessee's obligations hereunder which shall be deemed to be satisfied by the payments made pursuant to such other Leasealso constitute Supplemental Rent.

Supplemental Rent. Lessee shall pay (or cause to be paid) to Lessor, or to whomsoever shall be the Person entitled thereto, thereto any and all Supplemental Rent constituting Stipulated Loss Value when and as the same shall become due and owing and all other amounts of Supplemental Rent within 10 days after demandpayable, and in the event of any failure on the part of if Lessee fails to pay any Supplemental Rent when within three (3) days after the same is due, Lessor shall have all rights, powers and remedies provided for herein or by law or equity or otherwise in the case of nonpayment of Basic Rent. All such payments of Supplemental Rent shall be in the full amount thereof, without setoff, deduction or reduction. Lessee also will shall pay to Lessor, or to whomsoever shall be entitled theretothe appropriate Person, as assignee of LessorSupplemental Rent due and owing to such Person, among other things, on demand, (a) any and all payment obligations (except for amounts payable as Supplemental Basic Rent) owing from time to time under the Operative Agreements by any Person to the Agent, any Lender, any Holder or any other Person, (ib) interest at the Past Due applicable Overdue Rate with respect to any part of on any installment of Basic Rent not paid when due (subject to the applicable grace period) for any the period for which the same shall be overdue and on any payment of Supplemental Rent not paid when due or demanded by the appropriate Person (subject to any applicable grace period) for the period andfrom the due date or the date of any such demand, to as the extent permitted by lawcase may be, on interest accrued on Basic Rent which itself was accrued and not paid to the extent such accrued interest was not paid when due until the same shall be paid and on any (c) amounts referenced as Supplemental Rent obligations pursuant to Section 8.3 of the Participation Agreement. It shall be an additional Supplemental Rent obligation of Lessee to pay to the appropriate Person all rent and other amounts payable hereunder which are not paid when such become due and (ii) all amounts payable by owing from time to time under each Ground Lease and without the necessity of any notice from Lessor pursuant with regard thereto. The expiration or other termination of Lessee's obligations to subsections 2.6Dpay Basic Rent hereunder shall not limit or modify the obligations of Lessee with respect to Supplemental Rent. Unless expressly provided otherwise in this Lease, 2.7, 9.2 in the event of any failure on the part of Lessee to pay and 9.3 of the Credit Agreement; provided, however, to the extent discharge any Supplemental Rent required to as and when due, Lessee shall also promptly pay and discharge any fine, penalty, interest or cost which may be paid pursuant to this clause (ii) assessed or added for nonpayment or late payment of subsection 2(c) has been paid by Lessee pursuant to the terms such Supplemental Rent, all of another Lease, then Lessee's obligations hereunder which shall be deemed to be satisfied by the payments made pursuant to such other Leasealso constitute Supplemental Rent.

Supplemental Rent. Lessee shall also agrees to pay (or cause to be paid) to Lessor, or to whomsoever whosoever shall be entitled thereto, any and all Supplemental Rent constituting Stipulated Loss Value promptly as the same shall become due and owing and all other amounts of owing, including on each Monthly Supplemental Rent within 10 days after demandPayment Date (as defined in Exhibit E attached hereto) (or on demand if no due date is specified), and in the event of any failure on the part of Lessee to pay any Supplemental Rent when dueRent, Lessor shall have all rights, powers and remedies provided for herein or by law or in equity or otherwise in the case of nonpayment of Basic Rent. In addition, Lessee also will pay to Lessor, or to whomsoever shall be entitled thereto, as assignee of Lessorpay, on demand, as Supplemental Rent, (i) to the extent permitted by applicable law, an amount equal to interest at the Past Due Stipulated Interest Rate with respect to on any part of any installment of Basic Rent not paid when due for any period for which the same shall be overdue and on any payment of Supplemental Rent not paid when due or demanded, as the case may be, for the period and, to the extent permitted by law, on interest accrued on Basic Rent which itself was accrued and not paid to the extent such accrued interest was not paid when due until the same shall be paid and on any paid. The expiration or other amounts payable termination of Lessee's obligations to pay Basic Rent hereunder which are shall not paid when due and (ii) all amounts payable by Lessor pursuant limit or modify the obligations of Lessee with respect to subsections 2.6D, 2.7, 9.2 and 9.3 of the Credit Agreement; provided, however, to the extent any Supplemental Rent. All Supplemental Rent required to be paid pursuant to this clause (iiSection 3(c) of subsection 2(c) has been paid by Lessee pursuant to the terms of another Lease, then Lessee's obligations hereunder shall be deemed to be satisfied by payable in the payments made pursuant to such other Leasetype of funds and in the manner set forth in Section 3(e).

Supplemental Rent. The Lessee shall pay promptly as Supplemental ----------------- Rent shall become due and payable (or cause a) after the occurrence and during the continuance of a Cash Management Event, to be paidthe Collection Account and (b) to Lessor, or to whomsoever shall be entitled theretoso long as that a Cash Management Event is not continuing, any and all Supplemental Rent constituting Stipulated Loss Value payable pursuant to the Nomura Loan Agreement, to the Lender, Lender's designee or to such parties as set forth in the same shall become due and owing Nomura Loan Agreement, and all other amounts of Supplemental Rent within 10 days after demand, and in to the event of any failure on Lessor. If the part of Lessee fails to pay any Supplemental Rent when dueRent, the Lessor shall have all rights, powers and remedies provided for herein or by law or equity or otherwise in the case of nonpayment of Basic Rent. The Lessee also will shall pay to Lessor, or to whomsoever shall be entitled thereto, as assignee of Lessor, on demand, as Supplemental Rent, among other things, with ten (i10) days following demand (or such shorter period that such payment is required to be made under the Loan Documents) to the extent permitted by applicable Requirements of Law, interest at the Past Due applicable Overdue Rate with respect to any part of on any installment of Basic Rent not paid when due for any the period for which the same shall be overdue and on any payment of Supplemental Rent not paid when due or demanded by the Lessor for the period andfrom the due date or the date of any such demand, to as the extent permitted by lawcase may be, on interest accrued on Basic Rent which itself was accrued and not paid to the extent such accrued interest was not paid when due until the same shall be paid and on any paid. The expiration or other amounts payable hereunder which are not paid when due and (ii) all amounts payable by Lessor pursuant to subsections 2.6D, 2.7, 9.2 and 9.3 termination of the Credit Agreement; providedLessee's obligations to pay Basic Rent hereunder shall not limit or modify the obligations of the Lessee with respect to Supplemental Rent. Unless expressly provided otherwise in this Lease, however, in the event of any failure on the part of the Lessee to the extent pay and discharge any Supplemental Rent required to as and when due, the Lessee shall also promptly pay and discharge any fine, penalty, interest or cost which may be paid pursuant to this clause (ii) assessed or added under any agreement with a third party for nonpayment or late payment of subsection 2(c) has been paid by Lessee pursuant to the terms such Supplemental Rent, all of another Lease, then Lessee's obligations hereunder which shall be deemed to be satisfied by the payments made pursuant to such other Leasealso constitute Supplemental Rent.

Supplemental Rent. Lessee shall pay (or cause to be paid) to Lessor, or to whomsoever shall be the Person entitled thereto, thereto any and all Supplemental Rent constituting Stipulated Loss Value when and as the same shall become due and owing and all other amounts of Supplemental Rent within 10 days after demandpayable, and in the event of any failure on the part of if Lessee fails to pay any Supplemental Rent when within three (3) Business Days after the same is due, Lessor shall have as to such failure all rights, powers and remedies provided for herein or by law or equity or otherwise as Lessor would have in the case of nonpayment of Basic Rent. All such payments of Supplemental Rent shall be in the full amount thereof, without setoff, deduction or reduction. Lessee also will shall pay to Lessor, or to whomsoever shall be entitled theretothe appropriate Person, as assignee of LessorSupplemental Rent due and owing to such Person, among other things, on demand, (a) any and all payment obligations (except for amounts payable as Supplemental Basic Rent, payments of Supplemental Rent to the extent such payments have been previously paid in full by Lessee in accordance with the provisions of the Operative Agreements, principal, interest and yield due and owing under the Notes and Holders Certificates, respectively, amounts expressly excluded from indemnification pursuant to Sections 11.1 and 11.2 of the Participation Agreement, amounts due and owing as a result of any voluntary sale of an assignment or participation interest by any Lender or Holder under the Operative Agreements and any interest calculated at a rate equal to the daily average Federal Funds Effective Rate payable by any Lender to the Agent pursuant to Section 2.10(b) of the Credit Agreement) owing from time to time under the Operative Agreements by any Person to the Agent, any Lender, any Holder or any other Person, (ib) interest at the Past Due applicable Overdue Rate with respect to any part of on any installment of Basic Rent not paid when due (subject to the applicable grace period) for any the period for which the same shall be overdue overdue, and on any payment of Supplemental Rent not paid within three (3) Business Days of the date when due or demanded by the appropriate Person (subject to any applicable grace period) for the period andfrom the due date or the date of any such demand, to as the extent permitted by lawcase may be, on interest accrued on Basic Rent which itself was accrued and not paid to the extent such accrued interest was not paid when due until the same shall be paid and on any other (c) amounts payable hereunder which are not paid when due and (ii) all amounts payable by Lessor referenced as Supplemental Rent obligations pursuant to subsections 2.6D, 2.7, 9.2 and 9.3 Section 8.3(e) of the Credit Participation Agreement; provided. The expiration or other termination of Lessee’s obligations to pay Basic Rent hereunder shall not limit or modify the obligations of Lessee with respect to Supplemental Rent. Unless expressly provided otherwise in this Lease, howeverLessee shall also promptly pay and discharge any fine, penalty, interest or cost that may be assessed or added for nonpayment or late payment in the event of any failure on the part of Lessee to the extent pay and discharge any Supplemental Rent required to be paid pursuant to this clause (ii) as and when due, all of subsection 2(c) has been paid by Lessee pursuant to the terms of another Lease, then Lessee's obligations hereunder which shall be deemed to be satisfied by the payments made pursuant to such other Leasealso constitute Supplemental Rent.

Supplemental Rent. The Lessee shall also agrees to pay (or cause to be paid) ----------------- paid to Lessor, the Lessor (or to whomsoever shall be entitled thereto, ) any and all Supplemental Rent constituting Stipulated Loss Value (other than Supplemental Rent payable to Persons other than the Lessor, which shall be payable to such other Persons in accordance with instructions furnished to the Lessee by such Persons, as otherwise provided in any of the Operative Documents or as required by law) promptly as the same shall become due and owing and all other amounts of Supplemental Rent within 10 days or five (5) Business Days after demanddemand therefor if no due date is specified, and in the event of any failure on the part of the Lessee to pay any Supplemental Rent when dueRent, the Lessor shall have all rights, powers and remedies provided for herein or in any other Operative Document or by law or equity or otherwise in the case of nonpayment of Basic Rent. The Lessee will also will pay to Lessor, or to whomsoever shall be entitled thereto, as assignee of Lessorpay, on demand, as Supplemental Rent, (i) to the extent permitted by Applicable Law, an amount equal to interest at the Past Due Overdue Payment Rate with respect to on any part of any installment of Basic Rent not paid when due for any period for which the same shall be overdue and on any payment of Supplemental Rent not paid when demanded or due for any period for which the period andsame shall be overdue, to the extent permitted by law, on interest accrued on Basic Rent which itself was accrued and not paid to the extent such accrued interest was not paid when due in each case until the same shall be paid and on any other amounts payable hereunder which are not paid when due and (ii) all amounts payable by Lessor pursuant to subsections 2.6D, 2.7, 9.2 and 9.3 of the Credit Agreement; provided, however, to the extent any Supplemental Rent required to be paid pursuant to this clause (ii) of subsection 2(c) has have been paid by Lessee pursuant in full. The expiration or other termination of this Lease shall not limit or modify the obligations of any party with respect to the terms of another any indemnities contained in this Lease, then Lessee's obligations hereunder all of which indemnities shall be deemed to be satisfied by survive the payments made pursuant to such other termination of this Lease.

Supplemental Rent. The Lessee shall pay promptly as Supplemental Rent shall become due and payable (or cause a) after the occurrence and during the continuance of a Cash Management Event, to be paidthe Collection Account and (b) to Lessor, or to whomsoever shall be entitled theretoso long as that a Cash Management Event is not continuing, any and all Supplemental Rent constituting Stipulated Loss Value payable pursuant to the Nomura Loan Agreement, to the Lender, Lender's designee or to such parties as set forth in the same shall become due and owing Nomura Loan Agreement, and all other amounts of Supplemental Rent within 10 days after demand, and in to the event of any failure on Lessor. If the part of Lessee fails to pay any Supplemental Rent when dueRent, the Lessor shall have all rights, powers and remedies provided for herein or by law or equity or otherwise in the case of nonpayment of Basic Rent. The Lessee also will shall pay to Lessor, or to whomsoever shall be entitled thereto, as assignee of Lessor, on demand, as Supplemental Rent, among other things, within ten (i10) days following demand (or such shorter period that such payment is required to be made under the Loan Documents) to the extent permitted by applicable Requirements of Law, interest at the Past Due applicable Overdue Rate with respect to any part of on any installment of Basic Rent not paid when due for any the period for which the same shall be overdue and on any payment of Supplemental Rent not paid when due or demanded by the Lessor for the period andfrom the due date or the date of any such demand, to as the extent permitted by lawcase may be, on interest accrued on Basic Rent which itself was accrued and not paid to the extent such accrued interest was not paid when due until the same shall be paid and on any paid. The expiration or other amounts payable hereunder which are not paid when due and (ii) all amounts payable by Lessor pursuant to subsections 2.6D, 2.7, 9.2 and 9.3 termination of the Credit Agreement; providedLessee's obligations to pay Basic Rent hereunder shall not limit or modify the obligations of the Lessee with respect to Supplemental Rent. Unless expressly provided otherwise in this Lease, however, in the event of any failure on the part of the Lessee to the extent pay and discharge any Supplemental Rent required to as and when due, the Lessee shall also promptly pay and discharge any fine, penalty, interest or cost which may be paid pursuant to this clause (ii) assessed or added under any agreement with a third party for nonpayment or late payment of subsection 2(c) has been paid by Lessee pursuant to the terms such Supplemental Rent, all of another Lease, then Lessee's obligations hereunder which shall be deemed to be satisfied by the payments made pursuant to such other Leasealso constitute Supplemental Rent.

Supplemental Rent. The Lessee shall also agrees to pay (or cause to be paid) paid to Lessor, the Lessor (or to whomsoever shall be entitled thereto, ) any and all Supplemental Rent constituting Stipulated Loss Value (other than Supplemental Rent payable to Persons other than the Lessor, which shall be payable to such other Persons in accordance with instructions furnished to the Lessee by such Persons, as otherwise provided in any of the Operative Documents or as required by law) promptly as the same shall become due and owing and all other amounts of Supplemental Rent within 10 days or five (5) Business Days after demanddemand therefor if no due date is specified, and in the event of any failure on the part of the Lessee to pay any Supplemental Rent when dueRent, the Lessor shall have all rights, powers and remedies provided for herein or in any other Operative Document or by law or equity or otherwise in the case of nonpayment of Basic Rent. The Lessee will also will pay to Lessor, or to whomsoever shall be entitled thereto, as assignee of Lessorpay, on demand, as Supplemental Rent, (i) to the extent permitted by Applicable Law, an amount equal to interest at the Past Due Overdue Payment Rate with respect to on any part of any installment of Basic Rent not paid when due for any period for which the same shall be overdue and on any payment of Supplemental Rent not paid when demanded or due for any period for which the period andsame shall be overdue, to the extent permitted by law, on interest accrued on Basic Rent which itself was accrued and not paid to the extent such accrued interest was not paid when due in each case until the same shall be paid and on any other amounts payable hereunder which are not paid when due and (ii) all amounts payable by Lessor pursuant to subsections 2.6D, 2.7, 9.2 and 9.3 of the Credit Agreement; provided, however, to the extent any Supplemental Rent required to be paid pursuant to this clause (ii) of subsection 2(c) has have been paid by Lessee pursuant in full. The expiration or other termination of this Lease shall not limit or modify the obligations of any party with respect to the terms of another any indemnities contained in this Lease, then Lessee's obligations hereunder all of which indemnities shall be deemed to be satisfied by survive the payments made pursuant to such other termination of this Lease.

Supplemental Rent. Lessee shall pay (to Lessor or cause to be paid) to Lessor, its designee or to whomsoever shall be the Person entitled thereto, thereto any and all Supplemental Rent constituting Stipulated Loss Value promptly as the same shall become due and owing and all other amounts of Supplemental Rent within 10 days after demandpayable, and in the event of any failure on the part of if Lessee fails to pay any Supplemental Rent when dueRent, Lessor shall have all rights, powers and remedies provided for herein or by law or equity or otherwise in the case of nonpayment of Basic Rent. Without limiting the generality of the definition of "Supplemental Rent," Lessee also will shall pay to LessorLessor as Supplemental Rent, or to whomsoever shall be entitled thereto, as assignee of Lessoramong other things, on demand, as Supplemental Rentto the extent permitted by applicable Legal Requirements, (ia) any and all unpaid fees, charges, payments and other obligations (except the obligations of Lessor to pay the principal amount of the Loans and the Holder Amount) due and owing by Lessor under the Credit Agreement, the Trust Agreement or any other Operative Agreement (including specifically without limitation any amounts owing to the Lenders under Section 2.11 or Section 2.12 of the Credit Agreement and any amounts owing to the Holders under Section 3.9 or Section 3.10 of the Trust Agreement) and (b) interest at the Past Due applicable Base Rate with respect to any part of on any installment of Basic Rent not paid when due (subject to the applicable grace period) for any the period for which the same shall be overdue and on any payment of Supplemental Rent not paid when due or demanded by the appropriate Person for the period andfrom the due date or the date of any such demand, to as the extent permitted by lawcase may be, on interest accrued on Basic Rent which itself was accrued and not paid to the extent such accrued interest was not paid when due until the same shall be paid paid. The expiration or other termination of Lessee's obligations to pay Basic Rent hereunder shall not limit or modify the obligations of Lessee with respect to Supplemental Rent. Unless expressly provided otherwise in this Lease, in the event of any failure on the part of Lessee to pay and on any other amounts payable hereunder which are not paid when due and (ii) all amounts payable by Lessor pursuant to subsections 2.6D, 2.7, 9.2 and 9.3 of the Credit Agreement; provided, however, to the extent discharge any Supplemental Rent required as and when due, Lessee shall also promptly pay and discharge any fine, penalty, interest or cost which may be assessed or added (a) by any party to be paid pursuant to this clause (ii) of subsection 2(c) has been paid by Lessee an Operative Agreement pursuant to the terms of another Leasesuch agreement or (b) by any Person that is not a party to an Operative Agreement, then Lessee's obligations hereunder in each case for nonpayment or late payment of such Supplemental Rent, all of which shall be deemed to be satisfied by the payments made pursuant to such other Leasealso constitute Supplemental Rent.

Supplemental Rent. The Lessee shall pay the following amounts as supplemental rent (or cause to be paid“Supplemental Rent”): (i) to Lessorwhen due or, or to whomsoever shall be entitled thereto, any and all Supplemental Rent constituting Stipulated Loss Value as the same shall become where no due and owing and all other amounts of Supplemental Rent within 10 days after demand, and in the event of any failure on the part of Lessee to pay any Supplemental Rent when due, Lessor shall have all rights, powers and remedies provided for herein or by law or equity or otherwise in the case of nonpayment of Basic Rent. Lessee also will pay to Lessor, or to whomsoever shall be entitled thereto, as assignee of Lessordate is specified, on demand, as Supplemental any amount (other than Basic Rent, Casualty Value and Special Casualty Value) which the Lessee assumes the obligation to pay or agrees to pay to, or for the account of, the Lessor, the Owner Participant, the Indenture Trustee, the Collateral Trust Trustee or any Indemnitee under this Facility Lease (iincluding amounts due under Section 3(j)), any other Transaction Document or the Collateral Trust Indenture; (ii) when due, any amount payable hereunder or under any of the other Transaction Documents as Casualty Value or Special Casualty Value and an amount equal to any premium or prepayment penalty with respect to the Notes, including any payments of the type identified in Section 8 of the Initial Series Notes or similar provisions of any Additional Notes; and (iii) on demand and in any event not later than the Basic Rent Payment Date next succeeding the date such amounts shall be due and payable hereunder, to the extent permitted by Applicable Law, (A) interest at the Past Due Overdue Interest Rate with respect to any part on that portion of any installment the payment of Basic Rent or Supplemental Rent distributable pursuant to clause “first” of Section 5.1 or clause “second” of Section 5.3 of the Indenture (determined prior to the computation of interest on overdue payments referred to in such clauses), and (B) interest at the Penalty Rate on the balance of any such payment of Basic Rent or Supplemental Rent (including, without limitation, to the extent permitted by Applicable Law, interest payable pursuant to this clause (iii) not paid when due (without regard to any period of grace) for any period for which the same shall be overdue overdue). The Lessor shall have all rights, powers, and on any remedies provided for in this Facility Lease, at law, in equity or otherwise, in the case of non-payment of Supplemental Rent not paid when due for the period and, to the extent permitted by law, on interest accrued on Basic Rent which itself was accrued and not paid to the extent such accrued interest was not paid when due until the same shall be paid and on any other amounts payable hereunder which are not paid when due and (ii) all amounts payable by Lessor pursuant to subsections 2.6D, 2.7, 9.2 and 9.3 of the Credit Agreement; provided, however, to the extent any or Supplemental Rent required to be paid pursuant to this clause (ii) of subsection 2(c) has been paid by Lessee pursuant to the terms of another Lease, then Lessee's obligations hereunder shall be deemed to be satisfied by the payments made pursuant to such other LeaseRent.

Supplemental Rent. Lessee shall pay (to Lessor or cause to be paid) to Lessor, its designee or to whomsoever shall be the Person entitled thereto, thereto any and all Supplemental Rent constituting Stipulated Loss Value promptly as the same shall become due and owing and all other amounts of Supplemental Rent within 10 days after demandpayable, and in the event of any failure on the part of if Lessee fails to pay any Supplemental Rent when dueRent, Lessor shall have all rights, powers and remedies provided for herein or by law or equity or otherwise in the case of nonpayment of Basic Rent. Without limiting the generality of the definition of "Supplemental Rent," Lessee also will shall pay to LessorLessor as Supplemental Rent, or to whomsoever shall be entitled thereto, as assignee of Lessoramong other things, on demand, as Supplemental Rentto the extent permitted by applicable Legal Requirements, (ia) any and all unpaid fees, charges, payments and other obligations (except the obligations of Lessor to pay the principal amount of the Loans and the Holder Amount) due and owing by Lessor under the Credit Agreement, the Trust Agreement or any other Operative Agreement (including specifically without limitation any amounts owing to the Lenders under Section 2.11 or Section 2.12 of the Credit Agreement and any amounts owing to the Holders under Section 3.9 or Section 3.10 of the Trust Agreement) and (b) interest at the Past Due applicable Overdue Rate with respect to any part of on any installment of Basic Rent not paid when due (subject to the applicable grace period) for any the period for which the same shall be overdue and on any payment of Supplemental Rent not paid when due or demanded by the appropriate Person for the period andfrom the due date or the date of any such demand, to as the extent permitted by lawcase may be, on interest accrued on Basic Rent which itself was accrued and not paid to the extent such accrued interest was not paid when due until the same shall be paid paid. The expiration or other termination of Lessee's obligations to pay Basic Rent hereunder shall not limit or modify the obligations of Lessee with respect to Supplemental Rent. Unless expressly provided otherwise in this Lease, in the event of any failure on the part of Lessee to pay and on any other amounts payable hereunder which are not paid when due and (ii) all amounts payable by Lessor pursuant to subsections 2.6D, 2.7, 9.2 and 9.3 of the Credit Agreement; provided, however, to the extent discharge any Supplemental Rent required to as and when due, Lessee shall also promptly pay and discharge any fine, penalty, interest or cost which may be paid assessed or added, pursuant to this clause (ii) any Operative Agreement or otherwise, in each case for nonpayment or late payment of subsection 2(c) has been paid by Lessee pursuant to the terms such Supplemental Rent, all of another Lease, then Lessee's obligations hereunder which shall be deemed to be satisfied by the payments made pursuant to such other Leasealso constitute Supplemental Rent.

Supplemental Rent. The Lessee shall pay (or cause to be paid) to the Lessor, or to whomsoever shall be entitled thereto, any and all Supplemental Rent constituting Stipulated Loss Value as the same shall become due and owing and all other amounts of Supplemental Sup- plemental Rent within 10 days after demand, and in the event of any failure on the part of the Lessee to pay any Supplemental Rent when due, the Lessor shall have all rights, powers and remedies provided for herein or by law or equity or otherwise in the case of nonpayment of Basic Rent. The Lessee also will pay to the Lessor, or to whomsoever shall be entitled thereto, as assignee of the Lessor, on demand, as Supplemental Rent, (i) all amounts of interest payable by the Lessor pursuant to subsection 2.2(C) of the Credit Agreement that (I) are payable on the Loans relating to the Aircraft and (II) fall due on any day which is not a Basic Rent Payment Date, (ii) interest at the Past Due Rate with respect to any part of any installment of Basic Rent not paid when due for any period for which the same shall be overdue and on any payment of Supplemental Rent not paid when due for the period and, to the extent permitted by law, on interest accrued on Basic Rent which itself was accrued and not paid to the extent that such accrued interest was not paid when due until the same shall be paid and on any other amounts payable hereunder which that are not paid when due and (iiiii) all amounts payable by the Lessor pursuant to subsections 2.6D, 2.7, 9.2 and 9.3 of the Credit Agreement; provided, however, that, to the extent that any Supplemental Rent required to be paid pursuant to this clause (iiiii) of this subsection 2(c) has been paid by the Lessee pursuant to the terms of another Lease, then the Lessee's obligations hereunder shall be deemed to be satisfied by the payments made pursuant to such other Lease.

Supplemental Rent. Lessee shall also agrees to pay (or cause to be paid) to Lessor, or ----------------- to whomsoever shall be entitled thereto, any and all Supplemental Rent constituting Stipulated Loss Value Rent, promptly as the same shall become due and owing and all other amounts of Supplemental Rent within 10 days owing, or where no due date is specified, promptly after demanddemand by the Person entitled thereto, and in the event of any failure on the part of Lessee to pay any Supplemental Rent when dueRent, Lessor shall have all rights, powers and remedies provided for herein or by law or equity or otherwise as in the case of nonpayment of Basic Rent. Lessee will also will pay to Lessor, or to whomsoever shall be entitled thereto, as assignee of Lessor, on demandpay, as Supplemental Rent, (i) interest at on demand, to the Past Due Rate with respect extent permitted by applicable law, an amount equal to Late Payment Interest on any part of any installment of Basic Rent not paid when due for any period for which the same shall be overdue and on any payment of Supplemental Rent not paid when due or demanded, as the case may be, for the period and, to the extent permitted by law, on interest accrued on Basic Rent which itself was accrued and not paid to the extent from such accrued interest was not paid when due date or demand until the same shall be paid and on any other amounts payable hereunder which are not paid when due and paid, (ii) all amounts in the case of the termination of this Lease with respect to any Unit pursuant to Section 10, on the applicable Termination Date, an amount equal to the Make-Whole Amount, if any, with respect to the principal amount of each Equipment Note to be prepaid as a result of such termination and any Late Payment Interest, (iii) in the case of the purchase of any Unit pursuant to Section 22.1 or Section 6.9 of the Participation Agreement, on such date of purchase, an amount equal to the Make-Whole Amount, if any, with respect to the principal amount of each Equipment Note to be prepaid as a result of such purchase and any Late Payment Interest, (iv) an amount equal to any other amount payable by Lessor on the Equipment Notes in excess of the principal and interest payments due thereunder, as and when such amount shall be due and payable, in accordance with the terms of the Equipment Notes and the Indenture, and (v) in the case of any refinancing of the Equipment Notes pursuant to subsections 2.6D, 2.7, 9.2 and 9.3 Section 10.2 of the Credit Participation Agreement; provided, howeveron the Refunding Date, an amount equal to the extent Make-Whole Amount, if any, with respect to the aggregate principal amount of the Equipment Notes being prepaid and any Late Payment Interest. All Supplemental Rent required to be paid pursuant to this clause (ii) of subsection 2(c) has been paid by Lessee pursuant to the terms of another Lease, then Lessee's obligations hereunder Section 3.3 shall be deemed to be satisfied by payable in the payments made pursuant to such other Leasetype of funds and in the manner set forth in Section 3.5.

Supplemental Rent. The Lessee shall pay (or cause to be paid) to the Lessor, or to whomsoever shall be entitled thereto, any and all Supplemental Rent constituting Stipulated Loss Value as the same shall become due and owing and all other amounts of Supplemental Rent within 10 days after demand, and in the event of any failure on the part of the Lessee to pay any Supplemental Rent when due, the Lessor shall have all rights, powers and remedies provided for herein or by law or equity or otherwise in the case of nonpayment of Basic Rent. The Lessee also will pay to the Lessor, or to whomsoever shall be entitled thereto, as assignee of the Lessor, on demand, as Supplemental Rent, (i) all amounts of interest payable by the Lessor pursuant to subsection 2.2(C) of the Credit Agreement that (I) are payable on the Loans relating to the Aircraft and (II) fall due on any day which is not a Basic Rent Payment Date, (ii) interest at the Past Due Rate with respect to any part of any installment of Basic Rent not paid when due for any period for which the same shall be overdue and on any payment of Supplemental Rent not paid when due for the period and, to the extent permitted by law, on interest accrued on Basic Rent which itself was accrued and not paid to the extent that such accrued interest was not paid when due until the same shall be paid and on any other amounts payable hereunder which that are not paid when due and (iiiii) all amounts payable by the Lessor pursuant to subsections 2.6D, 2.7, 9.2 and 9.3 of the Credit Agreement; providedPROVIDED, howeverHOWEVER, that, to the extent that any Supplemental Rent required to be paid pursuant to this clause (iiiii) of this subsection 2(c) has been paid by the Lessee pursuant to the terms of another Lease, then the Lessee's obligations hereunder shall be deemed to be satisfied by the payments made pursuant to such other Lease.

Supplemental Rent. The Lessee shall pay (or cause to be paid) to the Lessor, or to whomsoever shall be entitled thereto, any and all Supplemental Rent constituting Stipulated Loss Value as the same shall become due and owing and all other amounts of Supplemental Rent within 10 days after demand, and in the event of any failure on the part of the Lessee to pay any Supplemental Rent when due, the Lessor shall have all rights, powers and remedies provided for herein or by law or equity or otherwise in the case of nonpayment of Basic Rent. The Lessee also will pay to the Lessor, or to whomsoever shall be entitled thereto, as assignee of the Lessor, on demand, as Supplemental Rent, (i) all amounts of interest payable by the Lessor pursuant to subsection 2.2(C) of the Credit Agreement that (I) are payable on the Loans relating to the Engines and (II) fall due on any day that is not a Basic Rent Payment Date, (ii) interest at the Past Due Rate with respect to any part of any installment of Basic Rent not paid when due for any period for which the same shall be overdue and on any payment of Supplemental Rent not paid when due for the period and, to the extent permitted by law, on interest accrued on Basic Rent which itself was accrued and not paid to the extent that such accrued interest was not paid when due until the same shall be paid and on any other amounts payable hereunder which that are not paid when due and (iiiii) all amounts payable by the Lessor pursuant to subsections 2.6D, 2.7, 9.2 and 9.3 of the Credit Agreement; provided, however, that, to the extent that any Supplemental Rent required to be paid pursuant to this clause (iiiii) of this subsection 2(c) has been paid by the Lessee pursuant to the terms of another Lease, then the Lessee's obligations hereunder shall be deemed to be satisfied by the payments made pursuant to such other Lease.

Supplemental Rent. The Lessee shall also agrees to pay (or cause to be paid) to the Lessor, or to whomsoever shall be entitled thereto, any and all Supplemental Rent constituting Stipulated Loss Value Rent, promptly as the same shall become due and owing owing, or where no due date is specified, promptly after demand by the Person entitled thereto, and all other amounts of Supplemental Rent in any event within 10 days ten Business Days after such demand, and in the event of any failure on the part of the Lessee to pay any Supplemental Rent when dueRent, the Lessor shall have all rights, powers and remedies provided for herein or by law or equity or otherwise as in the case of nonpayment of Basic Rent. The Lessee will also will pay to Lessor, or to whomsoever shall be entitled thereto, as assignee of Lessor, on demandpay, as Supplemental Rent, (i) on demand, to the extent permitted by applicable law, an amount equal to interest at the Past Due applicable Late Rate with respect to on any part of any installment of Basic Rent not paid when due for any period for which the same shall be overdue and on any payment of Supplemental Rent payable to any Indemnified Person not paid when due or demanded, as the case may be, for the period andfrom such due date or demand, to as the extent permitted by lawcase may be, on interest accrued on Basic Rent which itself was accrued and not paid to the extent such accrued interest was not paid when due until the same shall be paid and on any other amounts payable hereunder which are not paid when due paid, and (ii) all amounts payable by Lessor in the case of any prepayment or repayment of the Notes or in the case of any change in the amortization schedule, in each case pursuant to subsections 2.6Dthe Indenture, 2.7on the date such Notes are prepaid or repaid or on the date the amortization schedule is to be adjusted, 9.2 and 9.3 of the Credit Agreement; provided, however, an amount equal to the extent any Premium, if any, payable in connection therewith. All Supplemental Rent required to be paid pursuant to this clause (ii) of subsection 2(c) has been paid by Lessee pursuant to the terms of another Lease, then Lessee's obligations hereunder Section 3.4 shall be deemed to payable in the type of funds and in the manner set forth in Section 3.6 and, except in the case of payments designated as interest or payments of Stipulated Loss Value, Termination Value, Fixed Price Purchase Option Amount or Premium, Supplemental Rent shall be satisfied by the payments made pursuant to such other Leasepayable on an After-Tax Basis.

Supplemental Rent. Lessee shall hereby agrees to pay (or cause to be paid) to Lessor, or to whomsoever shall be entitled thereto, any and all Supplemental Rent constituting Stipulated Loss Value as Rent, upon the date the same shall become due and owing and all other amounts owing, or where no due date is specified, within 30 days after demand by the Person entitled thereto. In connection with each such payment, Lessee shall provide notice to Lessor specifying the amount of such payment of Supplemental Rent within 10 days after demandapplicable to Class A Equipment, and in Class B Equipment and/or Class C Equipment. In the event of any failure on the part of Lessee to pay any Supplemental Rent when duedue and owing to (i) Lessor, Lessor shall have all rights, powers and remedies provided for herein or by law Law or equity or otherwise as in the case of nonpayment of Basic RentRent or (ii) to any Person (other than Lessor), such Person shall have all rights, powers and remedies available at Law or in equity. In clarification of the foregoing and not in limitation of Lessee's general obligation to pay all amounts of Supplemental Rent due and owing from time to time, Lessee also will hereby agrees to pay to Lessor, or to whomsoever shall be entitled thereto, as assignee of Lessor, Supplemental Rent (a) on demand, as Supplemental Rentto the extent permitted by applicable Law, an amount equal to interest at the applicable Late Rate on (i) interest at the Past Due Rate with respect to any part of any installment of Basic Rent not paid when due for any period for which the same shall be overdue and on (ii) any payment of Supplemental Rent not paid when due or within 30 days after such Supplemental Rent has been demanded by the Person entitled thereto as referenced above in this Section 3.3, as the case may be, for the period and, to the extent permitted by law, on interest accrued on Basic Rent which itself was accrued and not paid to the extent from such accrued interest was not paid when due date or demand until the same shall be paid, (b) in the case of a prepayment of any Note and/or any early redemption of any Certificate as a result of the voluntary early termination of this Lease with respect to any Equipment pursuant to Section 10, on the date of such prepayment and/or early redemption, an amount equal to the applicable Break-Amount, if any, payable in respect of such Note and/or Certificate being prepaid at either such time, (c) all amounts due and owing under the Operative Agreements by any Person from time to time (except for such amounts that (i) have otherwise been paid and on any other amounts payable hereunder which are not paid when due by Lessee as Basic Rent and (ii) all amounts payable are otherwise due and owing by Lessor (A) the Holders to the Owner Trustee pursuant to subsections 2.6DSection 6.03 of the Trust Agreement or (B) the Lenders to the Agent pursuant to Section 8.4 of the Loan Agreement (provided, 2.7the obligations of the Holders and the Lenders described in this subsection (ii) shall not diminish the indemnification obligations of Lessee under the Operative Agreements)), (d) any other amounts due and owing to the Participants or the Bank Lenders under the Operative Agreements, including without limitation pursuant to Sections 9.1, 9.2 and 9.3 of the Credit Participation Agreement; provided, however(e) all amounts due and owing from time to time with regard to the Arrangement Fee and/or the Fees, (f) all amounts due and owing from time to time to a Bank Lender pursuant to Section 8.2(b) of the Participation Agreement, (g) the Odd Lot Amount, (h) the out-of-pocket cost and expenses, if any, of the Initial Lender and the Bank Lenders under Section 8.2(b) of the Participation Agreement and (i) the amount payable by Lessor under the Loan Agreement as the Interest Component of Commercial Paper on each day that Commercial Paper matures, to the extent such interest has accrued since the preceding Scheduled Payment Date on any Supplemental Rent required to be paid pursuant to this clause (ii) of subsection 2(c) has been paid by Lessee pursuant to Commercial Paper which was outstanding at any time since the terms of another Lease, then Lessee's obligations hereunder shall be deemed to be satisfied by the payments made pursuant to such other Leasepreceding Scheduled Payment Date.

Supplemental Rent. Lessee shall pay (or cause to be paid) to Lessor, or to whomsoever whomever else shall be entitled theretoto a payment of Supplemental Rent thereto as expressly provided herein or in any other 3 Master Lease Agreement 5 Operative Document (and Lessor hereby directs Lessee, on behalf of Lessor, to so pay any such other Person), any and all Supplemental Rent constituting Stipulated Loss Value as the same shall become due and owing payable (or if the date when due and all other amounts of Supplemental Rent payable is not specified, within 10 five (5) days after demandnotice or demand from Lessor) and, and in the event of any failure on the part of Lessee to pay any Supplemental Rent when due, Lessor shall have all rights, powers and remedies provided for herein or by law or in equity or otherwise in the case of nonpayment of Basic Rent. Lessee also will hereby reaffirms its obligation to pay as Supplemental Rent: (1) any and all amounts due under Section 4(e) of the Participation Agreement; (2) all amounts determined to Lessorbe due and payable pursuant to Sections 5.2, 5.3 and 6.7 of the Trust Agreement in accordance with its terms to the extent that any such amount is payable with respect to, or as to whomsoever a matter arising in connection with, one or more Sites; (3) any Transaction Expenses not previously paid by Lessor; (4) on the date provided herein or in the applicable Operative Document or if no such date shall be entitled theretoso provided then on demand any amount (other than Basic Rent) which the Lessee assumes the obligation to pay, as assignee of Lessoror agrees to pay, under this Lease or any other Operative Document, to the Lessor or to others; (5) on demand, to the extent permitted by Applicable Law, interest (computed on the basis of a year of 365 or 366 days, as Supplemental Rentthe case may be, (iand actual days elapsed) interest at the Past Due Overdue Rate with respect to on any part payment of any installment of Basic Rent not paid when due for any period for during which the same shall be overdue overdue; and (6) within 30 days after demand but not before the commencement of the Basic Term, if the Participants, or any one or more thereof, have funded any amounts in excess of the Construction Budget in connection with the Construction (the "COST OVERRUNS"), the amount equal to the aggregate of such amounts together with Accrued Interest and on any Yield thereon at the rates applicable for the Participant or Participants so funding such amounts from each such date such amounts were funded to the date such payment of Supplemental Rent is made (such amounts together with such Accrued Interest and Yield, are collectively called the "COST OVERRUN PORTION" and the Lease Balance as to the applicable Site shall be reduced by an amount equal to the amount of such Cost Overruns so paid by Lessee. The expiration or other termination of the Lessee's obligation to pay Basic Rent hereunder shall not paid when due limit or modify the obligations of the Lessee with respect to Supplemental Rent. In addition, during the Interim Term with respect to each Site, the Supplemental Rent allocable to the Construction Portion of that Site shall be payable out of the proceeds of any Advance in accordance with the Construction Budget, made by the Participants, in part, to 4 Master Lease Agreement 6 provide for the period and, payment of the allocated portion of the Supplemental Rent due with respect to the extent permitted by law, on interest accrued on Basic Rent which itself was accrued and not paid to the extent such accrued interest was not paid when due until the same shall be paid and on any other amounts payable hereunder which are not paid when due and (ii) all amounts payable by Lessor pursuant to subsections 2.6D, 2.7, 9.2 and 9.3 Construction Portion of the Credit Agreement; provided, however, to the extent any Supplemental Rent required to be paid pursuant to this clause (ii) of subsection 2(c) has been paid by Lessee pursuant to the terms of another Lease, then Lessee's obligations hereunder shall be deemed to be satisfied by the payments made pursuant to such other Leasethat Site.

Supplemental Rent. Each Lessee shall pay (to the Lessor or cause to be paid) to Lessor, or to whomsoever shall be any other Person entitled thereto, thereto any and all Supplemental Rent constituting Stipulated Loss Value promptly as the same shall become due and owing and all other amounts of Supplemental Rent within 10 days after demandpayable, and in the event of if any failure on the part of Lessee fails to pay any Supplemental Rent when dueRent, the Lessor and such other Persons shall have all rights, powers and remedies provided for herein or by law or equity or otherwise in the case of nonpayment of Basic Rent. Each Lessee also will shall pay to Lessor, the Lessor or to whomsoever shall be the Person entitled thereto, as assignee of Lessor, on demand, as Supplemental Rent, (i) among other things, on demand, to the extent permitted by applicable Requirements of Law, interest at the Past Due applicable Overdue Rate with respect to any part of on any installment of Basic Rent not paid when due within ten (10) days after receipt of notice for any the period for which the same shall be overdue and on any payment of Supplemental Rent not paid when due within ten (10) days after receipt of notice for the period and, to from the extent permitted by law, on interest accrued on Basic Rent which itself was accrued and not paid to the extent such accrued interest was not paid when due date thereof until the same shall be paid and on any paid. The expiration or other amounts payable hereunder which are not paid when due and (ii) all amounts payable by Lessor pursuant to subsections 2.6D, 2.7, 9.2 and 9.3 termination of the Credit Agreement; providedobligations of the Lessees to pay Basic Rent hereunder shall not limit or modify the obligations of the Lessees with respect to Supplemental Rent. Unless expressly provided otherwise in this Master Lease, however, in the event of any failure on the part of any Lessee to the extent pay and discharge any Supplemental Rent required to as and when due, such Lessee shall also promptly pay and discharge any fine, penalty, interest or cost which may be paid pursuant to assessed or added under any agreement with a third party, for which such Lessee is responsible under this clause (ii) Master Lease or any other Operative Document, for nonpayment or late payment of subsection 2(c) has been paid by Lessee pursuant to the terms such Supplemental Rent, all of another Lease, then Lessee's obligations hereunder which shall be deemed to be satisfied by the payments made pursuant to such other Leasealso constitute Supplemental Rent.

Supplemental Rent. Lessee shall hereby agrees to pay (or cause to be paid) to Lessor, or to whomsoever shall be entitled thereto, any and all Supplemental Rent constituting Stipulated Loss Value as Rent, upon the date the same shall become due and owing and all other amounts owing, or where no due date is specified, within 30 days after demand by the Person entitled thereto. In connection with each such payment, Lessee shall provide notice to Lessor specifying the amount of such payment of Supplemental Rent within 10 days after demandapplicable to Class A Equipment, and in Class B Equipment and/or Class C Equipment. In the event of any failure on the part of Lessee to pay any Supplemental Rent when duedue and owing to (i) Lessor, Lessor shall have all rights, powers and remedies provided for herein or by law Law or equity or otherwise as in the case of nonpayment of Basic RentRent or (ii) to any Person (other than Lessor), such Person shall have all rights, powers and remedies available at Law or in equity. In clarification of the foregoing and not in limitation of Lessee's general obligation to pay all amounts of Supplemental Rent due and owing from time to time, Lessee also will hereby agrees to pay to Lessor, or to whomsoever shall be entitled thereto, as assignee of Lessor, Supplemental Rent (a) on demand, as Supplemental Rentto the extent permitted by applicable Law, an amount equal to interest at the applicable Late Rate on (i) interest at the Past Due Rate with respect to any part of any installment of Basic Rent not paid when due for any period for which the same shall be overdue and on (ii) any payment of Supplemental Rent not paid when due or within 30 days after such Supplemental Rent has been demanded by the Person entitled thereto as referenced above in this Section 3.3, as the case may be, for the period and, to the extent permitted by law, on interest accrued on Basic Rent which itself was accrued and not paid to the extent from such accrued interest was not paid when due date or demand until the same shall be paid, (b) in the case of a prepayment of any Note and/or any early redemption of any Certificate as a result of the voluntary early termination of this Lease with respect to any Equipment pursuant to Section 10, on the date of such prepayment and/or early redemption, an amount equal to the applicable Break-Amount, if any, payable in respect of such Note and/or Certificate being prepaid at either such time, (c) all amounts due and owing under the Operative Agreements by any Person from time to time (except for such amounts that (i) have otherwise been paid and on any other amounts payable hereunder which are not paid when due by Lessee as Basic Rent and (ii) all amounts payable are otherwise due and owing by Lessor (A) the Holders to the Owner Trustee pursuant to subsections 2.6DSection 6.03 of the Trust Agreement or (B) the Lenders to the Agent pursuant to Section 8.4 of the Loan Agreement (provided, 2.7the obligations of the Holders and the Lenders described in this subsection (ii) shall not diminish the indemnification obligations of Lessee under the Operative Agreements), (d) any other amounts due and owing to the Participants or the Bank Lenders under the Operative Agreements, including without limitation pursuant to Sections 9.1, 9.2 and 9.3 of the Credit Participation Agreement; provided, however(e) all amounts due and owing from time to time with regard to the Arrangement Fee and/or the Fees, (f) all amounts due and owing from time to time to a Bank Lender pursuant to Section 8.2(b) of the Participation Agreement, (g) the Odd Lot Amount, (h) the out-of-pocket cost and expenses, if any, of the Initial Lender and the Bank Lenders under Section 8.2(b) of the Participation Agreement and (i) the amount payable by Lessor under the Loan Agreement as the Interest Component of Commercial Paper on each day that Commercial Paper matures, to the extent such interest has accrued since the preceding Scheduled Payment Date on any Supplemental Rent required to be paid pursuant to this clause (ii) of subsection 2(c) has been paid by Lessee pursuant to Commercial Paper which was outstanding at any time since the terms of another Lease, then Lessee's obligations hereunder shall be deemed to be satisfied by the payments made pursuant to such other Leasepreceding Scheduled Payment Date.

Supplemental Rent. The Lessee shall pay (or cause to be paid) to Lessorthe Lessor during the Lease Term, or to whomsoever shall be entitled thereto, any and all Supplemental Rent constituting Stipulated Loss Value as the same shall become due and owing and all other amounts of Supplemental Rent within 10 days after demand, and in the event of any failure on the part of Lessee to pay any Supplemental Rent when due, Lessor shall have all rights, powers and remedies provided for herein or by law or equity or otherwise (in the case of nonpayment of Basic Rent. Lessee also will pay Excepted Rights and Payments) to Lessor, or to whomsoever whoever shall be entitled thereto, as assignee supplemental rent ("Supplemental Rent"), the following amounts: (i) if and when due, any amount payable hereunder as Casualty Value, Termination Value or EBO Price; and (ii) when due, amounts payable by the Lessor in respect of LessorMake-Whole Amount (other than any Make-Whole Amount payable pursuant to Section 7.4(b) of the Indenture) and any other amounts (other than principal and interest) payable on the Facility Notes or under the Indenture except to the extent such amounts are payable as a result of (x) an Indenture Event of Default that is not also an Event of Default, or (y) a refinancing of the Facility Notes not made at the Lessee's request unless such refinancing results from an Event of Default; and (iii) when due, or when no due date is specified, on demand, as Supplemental any amount (other than Basic Rent, Casualty Value, Termination Value or EBO Price) that the Lessee is required to pay to the Lessor (i) interest at or any co-trustee or separate trustee appointed pursuant to the Past Due Rate with respect Trust Agreement), the Owner Participant, the Indenture Trustee (or any note registrar, paying agent, co-trustee or additional trustee appointed pursuant to the Indenture), any Loan Participant, any Indemnified Person and any Related Party to any part of Indemnified Person, under this Lease or any installment of other Transaction Document to which the Lessee is a party; (iv) on demand to the extent permitted by Applicable Law, interest on (A) any Basic Rent not paid when due for and (B) any period for which the same shall be overdue and on any payment of Supplemental other Rent not paid when due, in each case from and including the due for date thereof to but excluding the period anddate of payment thereof (unless payment is made after 12:00 noon, local time at the place of receipt, in which event such date of payment shall be included) at a rate per annum equal to the extent permitted by lawDefault Rate; and (v) when due, on interest accrued on any other amounts, liabilities and obligations other than Basic Rent which itself was accrued and not paid the Lessee has assumed or is otherwise obligated to the extent such accrued interest was not paid when due until the same shall be paid and on pay under this Lease or any other amounts payable hereunder which are not paid when due and (ii) all amounts payable by Lessor pursuant to subsections 2.6D, 2.7, 9.2 and 9.3 of the Credit Agreement; provided, however, to the extent any Supplemental Rent required to be paid pursuant to this clause (ii) of subsection 2(c) has been paid by Lessee pursuant to the terms of another Lease, then Lessee's obligations hereunder shall be deemed to be satisfied by the payments made pursuant to such other LeaseTransaction Document.

Supplemental Rent. Lessee shall also agrees to pay (or cause to be paid) to Lessor, or to whomsoever shall be entitled thereto, any and all Supplemental Rent constituting Stipulated Loss Value Rent, promptly as the same shall become due and owing and all other amounts of Supplemental Rent within 10 days owing, or where no due date is specified, promptly after demanddemand by the Person entitled thereto, and in the event of any failure on the part of Lessee to pay any Supplemental Rent when dueRent, Lessor shall have all rights, powers and remedies provided for herein or by law or equity or otherwise as in the case of nonpayment of Basic Rent. Without limiting the generality of the foregoing, Lessee also will pay to Lessor, or to whomsoever shall be entitled thereto, as assignee of Lessor, on demandpay, as Supplemental Rent, (i) on demand, to the extent permitted by applicable law, an amount equal to interest at the Past Due applicable Late Rate with respect to on any part of any installment of Basic Rent not paid when due for any period for which the same shall be overdue and on any payment of Supplemental Rent not paid when due or demanded, as the case may be, for the period and, to the extent permitted by law, on interest accrued on Basic Rent which itself was accrued and not paid to the extent from such accrued interest was not paid when due date or demand until the same shall be paid paid, (ii) an amount equal to any Positive Make-Whole Amount due under Section 2.10(a) or Section 2.10(c) of the Indenture, (iii) in the case of the termination of this Lease with respect to any Unit pursuant to Section 10, on the applicable Termination Date, an amount equal to the Positive Make-Whole Amount, if any, with respect to the principal amount of each Equipment Note to be prepaid as a result of such termination and any Positive Make-Whole Amount due on the Equipment Notes upon their acceleration pursuant to Section 4.02 of the Indenture by reason of a Lease Event of Default, (iv) in the case of a termination of this Lease with respect to any other amounts payable hereunder which are not paid when due Unit pursuant to Section 22.1, on the date such Unit is purchased, an amount equal to the Positive Make-Whole Amount, if any, with respect to any Equipment Note to be prepaid on such date, (v) in the case of any refunding or refinancing pursuant to Section 11.2 of the Participation Agreement or any prepayment pursuant to Section 2.10(d) of the Indenture, on the date specified in the agreement referred to in Section 11.2(a) of the Participation Agreement or Section 2.10(d) of the Indenture, as applicable, an amount equal to the Positive Make-Whole Amount, if any, with respect to the principal amount of each Equipment Note outstanding on the Refunding Date, (vi) on demand, any payments required under the Tax Indemnity Agreement or Article VII of the Participation Agreement and (iivii) all amounts payable by Lessor pursuant to subsections 2.6D, 2.7, 9.2 and 9.3 under Section 7.02 of the Credit Agreement; provided, however, to the extent any Indenture. All Supplemental Rent required to be paid pursuant to this clause (ii) of subsection 2(c) has been paid by Lessee pursuant to the terms of another Lease, then Lessee's obligations hereunder Section 3.3 shall be deemed to be satisfied by payable in the payments made pursuant to such other Leasetype of funds and in the manner set forth in Section 3.5.

Supplemental Rent. Lessee shall pay (or cause to be paid) to Lessor, or to whomsoever shall be the Person entitled thereto, thereto any and all Supplemental Rent constituting Stipulated Loss Value when and as the same shall become due and owing and all other amounts of Supplemental Rent within 10 days after demandpayable, and in the event of any failure on the part of if Lessee fails to pay any Supplemental Rent when within five (5) days after the same is due, Lessor shall have all rights, powers and remedies provided for herein or by law or equity or otherwise in the case of nonpayment of Basic Rent. All such payments of Supplemental Rent shall be in the full amount thereof, without setoff, deduction or reduction. Lessee also will shall pay to Lessor, or to whomsoever shall be entitled theretothe appropriate Person, as assignee of LessorSupplemental Rent due and owing to such Person, among other things, on demand, (a) any and all payment obligations (except for amounts payable as Supplemental Basic Rent) owing from time to time under the Operative Agreements by any Person to the Agent, any Lender, the Lessor or any other Person, (ib) interest at the Past Due applicable Overdue Rate with respect to any part of on any installment of Basic Rent not paid when due (subject to the applicable grace period and notice) for any the period for which the same shall be overdue and on any payment of Supplemental Rent not paid when due or demanded by the appropriate Person (subject to any applicable grace period and notice) for the period andfrom the due date or the date of any such demand, to as the extent permitted by lawcase may be, on interest accrued on Basic Rent which itself was accrued and not paid to the extent such accrued interest was not paid when due until the same shall be paid and on any other (c) amounts payable hereunder which are not paid when due and (ii) all amounts payable by Lessor referenced as Supplemental Rent obligations pursuant to subsections 2.6D, 2.7, 9.2 and 9.3 Section 8.3 of the Credit Participation Agreement; provided. The expiration or other termination of Lessee's obligations to pay Basic Rent hereunder shall not limit or modify the obligations of Lessee with respect to Supplemental Rent. Unless expressly provided otherwise in this Lease, however, in the event of any failure on the part of Lessee to the extent pay and discharge any Supplemental Rent required to as and when due, Lessee shall also promptly pay and discharge any fine, penalty, interest or cost which may be paid pursuant to assessed or added for nonpayment or late payment of such Supplemental Rent, all of which shall also constitute Supplemental Rent. For purposes of this clause (ii) of subsection 2(c) has been paid by Lessee pursuant Section 3.3, the term "Person" shall be limited to the terms Lessor, the Agent, the Lenders and any other party to any of another Leasethe Operative Agreements from time to time or any of their Affiliates, then Lessee's obligations hereunder shall be deemed successors, or assigns, agents, independent contractors, advisors, attorneys, accountants or others engaged by any part to be satisfied by the payments made pursuant to such other Leaseany Operative Agreement.

Supplemental Rent. Lessee shall pay (to Lessor or cause to be paid) to Lessor, its designee or to whomsoever shall be the Person entitled thereto, thereto any and all Supplemental Rent constituting Stipulated Loss Value promptly as the same shall become due and owing and all other amounts of Supplemental Rent within 10 days after demandpayable, and in the event of any failure on the part of if Lessee fails to pay any Supplemental Rent when dueRent, Lessor shall have all rights, powers and remedies provided for herein or by law or equity or otherwise in the case of nonpayment of Basic Rent. Without limiting the generality of the definition of "Supplemental Rent," Lessee also will shall pay to LessorLessor as Supplemental Rent, or to whomsoever shall be entitled thereto, as assignee of Lessoramong other things, on demand, as Supplemental Rentto the extent permitted by applicable Legal Requirements, (ia) any and all unpaid Commitment Fees, Holder Commitment Fees, Owner Trustee fees, other fees, charges, prepayment penalties, Taxes, insurance costs, indemnities, expenses, payments and other obligations (except the obligations of Lessor to pay the principal amount of the Loans and the Holder Amount) due and owing by Lessor under the Credit Agreement, the Trust Agreement or any other Operative Agreement (including specifically without limitation any amounts owing to the Lenders under SECTION 2.11 or SECTION 2.12 of the Credit Agreement and any amounts owing to the Holders under SECTION 3.9 or SECTION 3.10 of the Trust Agreement) and (b) interest at the Past Due applicable Overdue Rate with respect to any part of on any installment of Basic Rent not paid when due (subject to the applicable grace period) for any the period for which the same shall be overdue and on any payment of Supplemental Rent not paid when due or demanded by the appropriate Person for the period andfrom the due date or the date of any such demand, to as the extent permitted by lawcase may be, on interest accrued on Basic Rent which itself was accrued and not paid to the extent such accrued interest was not paid when due until the same shall be paid paid. The expiration or other termination of Lessee's obligations to pay Basic Rent hereunder shall not limit or modify the obligations of Lessee with respect to Supplemental Rent. Unless expressly provided otherwise in this Lease, in the event of any failure on the part of Lessee to pay and on any other amounts payable hereunder which are not paid when due and (ii) all amounts payable by Lessor pursuant to subsections 2.6D, 2.7, 9.2 and 9.3 of the Credit Agreement; provided, however, to the extent discharge any Supplemental Rent required to as and when due, Lessee shall also promptly pay and discharge any fine, penalty, interest or cost which may be paid assessed or added, pursuant to this clause (ii) any Operative Agreement or otherwise, in each case for nonpayment or late payment of subsection 2(c) has been paid by Lessee pursuant to the terms such Supplemental Rent, all of another Lease, then Lessee's obligations hereunder which shall be deemed to be satisfied by the payments made pursuant to such other Leasealso constitute Supplemental Rent.

Supplemental Rent. Lessee shall also agrees to pay (or cause to be paid) to Lessor, or to whomsoever shall be entitled thereto, any and all Supplemental Rent constituting Stipulated Loss Value Rent, promptly as the same shall become due and owing and all other amounts of Supplemental Rent within 10 days owing, or where no due date is specified, promptly after demanddemand by the Person entitled thereto, and in the event of any failure on the part of Lessee to pay any Supplemental Rent when dueRent, Lessor shall have all rights, powers and remedies provided for herein or by law or equity or otherwise as in the case of nonpayment of Basic Rent. Without limiting the generality of the foregoing, Lessee also will pay to Lessor, or to whomsoever shall be entitled thereto, as assignee of Lessor, on demandpay, as Supplemental Rent, (i) on demand, to the extent permitted by applicable law, an amount equal to interest at the Past Due applicable Late Rate with respect to on any part of any installment of Basic Rent not paid when due for any period for which the same shall be overdue and on any payment of Supplemental Rent not paid when due or demanded, as the case may be, for the period and, to the extent permitted by law, on interest accrued on Basic Rent which itself was accrued and not paid to the extent from such accrued interest was not paid when due date or demand until the same shall be paid paid, (ii) in the case of the termination of this Lease with respect to any Unit on the applicable Termination Date, an amount equal to the Positive Make-Whole Amount, if any, with respect to the principal amount of each Equipment Note to be prepaid as a result of such termination and any Positive Make-Whole Amount due on the Equipment Notes upon their acceleration pursuant to Section 4.02 of the Indenture by reason of a Lease Event of Default (except in the case of a termination pursuant to Section 9.1 hereof and in connection with which Lessor exercises its right to retain the applicable Units pursuant to Section 9.4), (iii) in the case of any other amounts payable hereunder which are not paid when due refunding or refinancing pursuant to Section 11.2 of the Participation Agreement or any prepayment pursuant to Section 2.10(d) of the Indenture, on the date specified in the agreement referred to in Section 11.2(a) of the Participation Agreement or Section 2.10(d) of the Indenture, as applicable, an amount equal to the Positive Make-Whole Amount, if any, with respect to the principal amount of each Equipment Note outstanding on the Refunding Date, (iv) on demand, any payments required under the Tax Indemnity Agreement or Article VII of the Participation Agreement and (iiv) all amounts payable by Lessor pursuant to subsections 2.6D, 2.7, 9.2 and 9.3 under Section 11.19 of the Credit Participation Agreement; provided, however, to the extent any . All Supplemental Rent required to be paid pursuant to this clause (ii) of subsection 2(c) has been paid by Lessee pursuant to the terms of another Lease, then Lessee's obligations hereunder Section 3.3 shall be deemed to be satisfied by payable in the payments made pursuant to such other Leasetype of funds and in the manner set forth in Section 3.5.

Supplemental Rent. Lessee shall pay (or cause to be paid) to Lessor, or to whomsoever shall be the Person entitled thereto, thereto any and all Supplemental Rent constituting Stipulated Loss Value when and as the same shall become due and owing and all other amounts of Supplemental Rent within 10 days after demandpayable, and in the event of any failure on the part of if Lessee fails to pay any Supplemental Rent when within three (3) days after the same is due, Lessor shall have all rights, powers and remedies provided for herein or by law or equity or otherwise in the case of nonpayment of Basic Rent. All such payments of Supplemental Rent shall be in the full amount thereof, without setoff, deduction or reduction. Lessee also will shall pay to Lessor, or to whomsoever shall be entitled theretothe appropriate Person, as assignee of LessorSupplemental Rent due and owing to such Person, among other things, on demand, (a) any and all payment obligations (except for amounts payable as Supplemental Basic Rent) owing from time to time under the Operative Agreements by any Person to the Agent, any Lender, any Holder or any other Person, (ib) interest at the Past Due applicable Overdue Rate with respect to any part of on any installment of Basic Rent not paid when due (subject to the applicable grace period) for any the period for which the same shall be overdue and on any payment of Supplemental Rent not paid when due or demanded by the appropriate Person (subject to any applicable grace period) for the period andfrom the due date or the date of any such demand, to as the extent permitted by lawcase may be, on interest accrued on Basic Rent which itself was accrued and not paid to the extent such accrued interest was not paid when due until the same shall be paid and on any other (c) amounts payable hereunder which are not paid when due and (ii) all amounts payable by Lessor referenced as Supplemental Rent obligations pursuant to subsections 2.6D, 2.7, 9.2 and 9.3 Section 8.3 of the Credit Participation Agreement. The expiration or other termination of Lessee's obligations to pay Basic Rent hereunder shall not limit or modify the obligations of Lessee with respect to Supplemental Rent. Unless expressly provided otherwise in this Lease, in the event of any failure on the part of Lessee to pay and discharge any Supplemental Rent as and when due, Lessee shall also promptly pay and discharge any fine, penalty, interest or cost which may be assessed or added for nonpayment or late payment of such Supplemental Rent, all of which shall also constitute Supplemental Rent. During the Construction Period, such Impositions and utility charges shall be included in the Property Cost to be paid by Lessor; provided, however, to the extent any Supplemental Rent required to be paid pursuant to this clause (ii) of subsection 2(c) has been paid by Lessee pursuant to the terms of another Lease, then Lessee's obligations hereunder Lessor shall be deemed to be satisfied by the payments made pursuant to pay such other Lease.amounts

Supplemental Rent. Lessee shall pay (to Lessor or cause to be paid) to Lessor, or to whomsoever shall be the Person entitled thereto, thereto any and all Supplemental Rent constituting Stipulated Loss Value promptly as the same shall become due and owing and all other amounts of Supplemental Rent within 10 days after demandpayable, and in the event of any failure on the part of if Lessee fails to pay any Supplemental Rent when dueRent, Lessor shall have all rights, powers and remedies provided for herein or by law or equity or otherwise in the case of nonpayment of Basic Rent; PROVIDED, HOWEVER, that except as provided for at Section 4.3(a) of the Participation Agreement, Supplemental Rent allocated to Construction Costs payable prior to Base Term Commencement Date shall be payable with Advances pursuant to and subject to the terms and conditions of Article III of the Participation Agreement and to the extent described in the Approved Budget. Lessee also will hereby reaffirms that its obligation to pay Supplemental Rent shall include the payment of any and all Contingent Rent. Lessee shall pay to Lessor, or to whomsoever shall be entitled thereto, as assignee of Lessor, on demand, as Supplemental Rent, (i) among other things, on demand, to the extent permitted by applicable Requirements of Law, interest at the Past Due applicable Overdue Rate with respect to any part of on any installment of Basic Rent not paid when due for any the period for which the same shall be overdue and on any payment of Supplemental Rent payable to Lessor or any Indemnitee not paid when due or demanded pursuant to and in accordance with the terms hereof and the other Operative Documents by Lessor or any Indemnitee for the period andfrom the due date or the date of any such demand, to as the extent permitted by lawcase may be, on interest accrued on Basic Rent which itself was accrued and not paid to the extent such accrued interest was not paid when due until the same shall be paid paid. The expiration or other termination of Xxxxxx's obligations to pay Basic Rent hereunder shall not limit or modify the obligations of Lessee with respect to Supplemental Rent. Unless expressly provided otherwise in this Lease, in the event of any failure on the part of Lessee to pay and on any other amounts payable hereunder which are not paid when due and (ii) all amounts payable by Lessor pursuant to subsections 2.6D, 2.7, 9.2 and 9.3 of the Credit Agreement; provided, however, to the extent discharge any Supplemental Rent required to as and when due, Lessee shall also promptly pay and discharge any fine, penalty, interest or cost which may be paid pursuant to this clause (ii) assessed or added under any agreement with a third party for nonpayment or late payment of subsection 2(c) has been paid by Lessee pursuant to the terms such Supplemental Rent, all of another Lease, then Lessee's obligations hereunder which shall be deemed to be satisfied by the payments made pursuant to such other Leasealso constitute Supplemental Rent.

Supplemental Rent. Lessee shall pay (or cause to be paid) to Lessor, or to whomsoever shall be the Person entitled thereto, thereto any and all Supplemental Rent constituting Stipulated Loss Value when and as the same shall become due and owing and all other amounts of Supplemental Rent within 10 days after demandpayable, and in the event of any failure on the part of if Lessee fails to pay any Supplemental Rent when within three (3) days after the same is due, Lessor shall have all rights, powers and remedies provided for herein or by law or equity or otherwise in the case of nonpayment of Basic Rent. All such payments of Supplemental Rent shall be in the full amount thereof, without setoff, deduction or reduction. Lessee also will shall pay to Lessor, or to whomsoever shall be entitled theretothe appropriate Person, as assignee of LessorSupplemental Rent due and owing to such Person, among other things, on demand, (a) any and all payment obligations (except for amounts payable as Supplemental Basic Rent) owing from time to time under the Operative Agreements by Lessee to the Agent, any Lender, any Holder or any other Person, (ib) interest at the Past Due applicable Overdue Rate with respect to any part of on any installment of Basic Rent not paid when due (subject to the applicable grace period) for any the period for which the same shall be overdue and on any payment of Supplemental Rent not paid when due or demanded by the appropriate Person (subject to any applicable grace period) for the period andfrom the due date or the date of any such demand, to as the extent permitted by lawcase may be, on interest accrued on Basic Rent which itself was accrued and not paid to the extent such accrued interest was not paid when due until the same shall be paid and on any (c) amounts referenced as Supplemental Rent obligations pursuant to Section 8.3 of the Participation Agreement. It shall be an additional Supplemental Rent obligation of Lessee to pay to the appropriate Person all rent and other amounts payable hereunder which are not paid when such become due and (ii) all amounts payable by owing from time to time under each Ground Lease and without the necessity of any notice from Lessor pursuant with regard thereto. The expiration or other termination of Lessee's obligations to subsections 2.6Dpay Basic Rent hereunder shall not limit or modify the obligations of Lessee with respect to Supplemental Rent. Unless expressly provided otherwise in this Lease, 2.7, 9.2 in the event of any failure on the part of Lessee to pay and 9.3 of the Credit Agreement; provided, however, to the extent discharge any Supplemental Rent required to as and when due, Lessee shall also promptly pay and discharge any fine, penalty, interest or cost which may be paid pursuant to this clause (ii) assessed or added for nonpayment or late payment of subsection 2(c) has been paid by Lessee pursuant to the terms such Supplemental Rent, all of another Lease, then Lessee's obligations hereunder which shall be deemed to be satisfied by the payments made pursuant to such other Leasealso constitute Supplemental Rent.

Supplemental Rent. The Lessee shall pay (or cause to be paid) to the Lessor, or to whomsoever shall be entitled thereto, any and all Supplemental Rent constituting Stipulated Loss Value as the same shall become due and owing and all other amounts of Supplemental Rent within 10 days after demand, and in the event of any failure on the part of the Lessee to pay any Supplemental Rent when due, the Lessor shall have all rights, powers and remedies provided for herein or by law or equity or otherwise in the case of nonpayment of Basic Rent. The Lessee also will pay to the Lessor, or to whomsoever shall be entitled thereto, as assignee of the Lessor, on demand, as Supplemental Rent, (i) all amounts of interest payable by the Lessor pursuant to subsection 2.2(C) of the Credit Agreement that (I) are payable on the Loans relating to the Aircraft and (II) fall due on any day which is not a Basic Rent Payment Date, (ii) interest at the Past Due Rate with respect to any part of any installment of Basic Rent not paid when due for any period for which the same shall be overdue and on any payment of Supplemental Rent not paid when due for the period and, to the extent permitted by law, on interest accrued on Basic Rent which itself was accrued and not paid to the extent that such accrued interest was not paid when due until the same shall be paid and on any other amounts payable hereunder which that are not paid when due and (iiiii) all amounts payable by the Lessor pursuant to subsections 2.6D, 2.7, 9.2 and 9.3 of the Credit Agreement; provided, however, that, to the extent that any Supplemental Rent required to be paid pursuant to this clause (iiiii) of this subsection 2(c) has been paid by the Lessee pursuant to the terms of another Lease, then the Lessee's obligations hereunder shall be deemed to be satisfied by the payments made pursuant to such other Lease.

Supplemental Rent. Lessee shall also agrees to pay (or cause to be paid) to Lessor, or to whomsoever shall be entitled thereto, any and all Supplemental Rent constituting Stipulated Loss Value Rent, promptly as the same shall become due and owing and all other amounts of Supplemental Rent within 10 days owing, or where no due date is specified, promptly after demanddemand by the Person entitled thereto, and in the event of any failure on the part of Lessee to pay any Supplemental Rent when dueRent, Lessor shall have all rights, powers and remedies provided for herein or by law or equity or otherwise as in the case of nonpayment of Basic Rent. Lessee will also will pay to Lessor, or to whomsoever shall be entitled thereto, as assignee of Lessor, on demandpay, as Supplemental Rent, (i) on demand, to the extent permitted by applicable law, an amount equal to interest at the Past Due Late Rate with respect to on any part of any installment of Basic Rent not paid when due for any period for which the same shall be overdue and on any payment of Supplemental Rent not paid when due or demanded, as the case may be, for the period and, to the extent permitted by law, on interest accrued on Basic Rent which itself was accrued and not paid to the extent from such accrued interest was not paid when due date or demand until the same shall be paid and on any other amounts payable hereunder which are not paid when due and paid, (ii) all amounts in the case of the termination of this Lease with respect to any Unit pursuant to Section 10.2, on the applicable Termination Date, an amount equal to the Make-Whole Amount, if any, with respect to the principal amount of each Equipment Note to be prepaid as a result of such termination, (iii) in the case of the purchase of any Unit pursuant to Section 22.1 or Section 6.9 of the Participation Agreement, on such date of purchase, an amount equal to the Make-Whole Amount, if any, with respect to the principal amount of each Equipment Note to be prepaid as a result of such purchase, (iv) an amount equal to any other amount payable by Lessor on the Equipment Notes in excess of the principal and interest payments due thereunder, as and when such amount shall be due and payable, in accordance with the terms of the Equipment Notes and the Indenture, and (v) in the case of any refinancing of the Equipment Notes pursuant to subsections 2.6D, 2.7, 9.2 and 9.3 Section 10.2 of the Credit Participation Agreement; provided, howeveron the Refunding Date, an amount equal to the extent any Make-Whole Amount, if any, with respect to the aggregate principal amount of the Equipment Notes being prepaid. All Supplemental Rent required to be paid pursuant to this clause (ii) of subsection 2(c) has been paid by Lessee pursuant to the terms of another Lease, then Lessee's obligations hereunder Section 3.3 shall be deemed to be satisfied by payable in the payments made pursuant to such other Leasetype of funds and in the manner set forth in Section 3.6.

Supplemental Rent. Lessee shall also agrees to pay (or cause to be paid) to Lessor, or to whomsoever shall be entitled thereto, any and all Supplemental Rent constituting Stipulated Loss Value Rent, promptly as the same shall become due and owing and all other amounts of Supplemental Rent within 10 days owing, or where no due date is specified, promptly after demanddemand by the Person entitled thereto, and in the event of any failure on the part of Lessee to pay any Supplemental Rent when dueRent, Lessor shall have all rights, powers and remedies provided for herein or by law or equity or otherwise as in the case of nonpayment of Basic Rent. Lessee will also will pay to Lessor, or to whomsoever shall be entitled thereto, as assignee of Lessor, on demandpay, as Supplemental Rent, (ia) on demand, to the extent permitted by applicable law, an amount equal to interest at the Past Due Late Rate with respect to on any part of any installment of Basic Rent not paid when due for any period for which the same shall be overdue and on any payment of Supplemental Rent not paid when due or demanded, as the case may be, for the period and, to the extent permitted by law, on interest accrued on Basic Rent which itself was accrued and not paid to the extent from such accrued interest was not paid when due date or demand until the same shall be paid and paid, (b) in the case of the termination of this Lease with respect to any Unit pursuant to Section 10, on the applicable Termination Date, an amount equal to the Make-Whole Amount, if any, with respect to the principal amount of each Equipment Note to be prepaid as a result of such termination, (c) in the case of the purchase of any Unit pursuant to Section 22.1 hereof or Section 6.9 of the Participation Agreement, on such date of purchase, an amount equal to the Make-Whole Amount, if any, with respect to the principal amount of each Equipment Note to be prepaid as a result of such purchase, (d) an amount equal to any other amounts payable hereunder which are not paid when due and (ii) all amounts amount payable by Lessor on the Equipment Notes in excess of the principal and interest payments due thereunder, as and when such amount shall be due and payable, in accordance with the terms of the Equipment Notes and the Indenture, and (e) in the case of any refinancing of the Equipment Notes pursuant to subsections 2.6D, 2.7, 9.2 and 9.3 Section 10.2 of the Credit Participation Agreement; provided, howeveron the Refunding Date, an amount equal to the extent any Make-Whole Amount, if any, with respect to the aggregate principal amount of the Equipment Notes being prepaid. All Supplemental Rent required to be paid pursuant to this clause (ii) of subsection 2(c) has been paid by Lessee pursuant to the terms of another Lease, then Lessee's obligations hereunder Section 3.3 shall be deemed to be satisfied by payable in the payments made pursuant to such other Leasetype of funds and in the manner set forth in Section 3.6.

Supplemental Rent. Lessee shall also agrees to pay (or cause to be paid) to ----------------- Lessor, or to whomsoever shall be entitled thereto, any and all Supplemental Rent constituting Stipulated Loss Value Rent, promptly as the same shall become due and owing and all other amounts of Supplemental Rent within 10 days owing, or where no due date is specified, promptly after demanddemand by the Person entitled thereto, and in the event of any failure on the part of Lessee to pay any Supplemental Rent when dueRent, Lessor shall have all rights, powers and remedies provided for herein or by law or equity or otherwise as in the case of nonpayment of Basic Rent. Lessee will also will pay to Lessor, or to whomsoever shall be entitled thereto, as assignee of Lessor, on demandpay, as Supplemental Rent, (i) on demand, to the extent permitted by applicable law, an amount equal to interest at the Past Due Late Rate with respect to on any part of any installment of Basic Rent not paid when due for any period for which the same shall be overdue and on any payment of Supplemental Rent not paid when due or demanded, as the case may be, for the period and, to the extent permitted by law, on interest accrued on Basic Rent which itself was accrued and not paid to the extent from such accrued interest was not paid when due date or demand until the same shall be paid and on any other amounts payable hereunder which are not paid when due and paid, (ii) all amounts in the case of the termination of this Lease with respect to any Unit pursuant to Section 10.2, on the applicable Termination Date, an amount equal to the Make-Whole Amount, if any, with respect to the principal amount of each Equipment Note to be prepaid as a result of such termination, (iii) in the case of the purchase of any Unit pursuant to Section 22.1 or Section 6.9 of the Participation Agreement, on such date of purchase, an amount equal to the Make-Whole Amount, if any, with respect to the principal amount of each Equipment Note to be prepaid as a result of such purchase, (iv) an amount equal to any other amount payable by Lessor on the Equipment Notes in excess of the principal and interest payments due thereunder, as and when such amount shall be due and payable, in accordance with the terms of the Equipment Notes and the Indenture, and (v) in the case of any refinancing of the Equipment Notes pursuant to subsections 2.6D, 2.7, 9.2 and 9.3 Section 10.2 of the Credit Participation Agreement; provided, howeveron the Refunding Date, an amount equal to the extent any Make-Whole Amount, if any, with respect to the aggregate principal amount of the Equipment Notes being prepaid. All Supplemental Rent required to be paid pursuant to this clause (ii) of subsection 2(c) has been paid by Lessee pursuant to the terms of another Lease, then Lessee's obligations hereunder Section 3.3 shall be deemed to be satisfied by payable in the payments made pursuant to such other Leasetype of funds and in the manner set forth in Section 3.6.

Supplemental Rent. Lessee shall hereby agrees to pay (or cause to be paid) to Lessor, or to whomsoever such other Person to which such payment shall be entitled theretorequired to be paid hereunder or in accordance with the other Operative Documents, in any case without duplication of amounts paid by Lessee under any other Operative Document, any and all Supplemental Rent constituting Stipulated Loss Value as owing pursuant to any Operative Document, on the same shall become date due and owing and all other amounts of Supplemental Rent within 10 days after demandowing, or where no due date is specified, upon written demand by the Person entitled thereto, and in the event of any failure on the part of Lessee to pay any Supplemental Rent when dueRent, Lessor (or such other Person, as the case may be) shall have all rights, powers and remedies provided for herein or by applicable law or equity or otherwise as in the case of nonpayment of Basic Rent. In clarification of the foregoing and not in limitation of Lessee's general obligation to pay all amounts of Supplemental Rent due and owing by it from time to time, Lessee also will hereby agrees to pay to Lessor, or to whomsoever shall be entitled thereto, as assignee of Lessor, Supplemental Rent (a) on demand, as Supplemental Rentto the extent permitted by Applicable Laws and Regulations, an amount equal to interest at the applicable Overdue Rate on (i) interest at the Past Due Rate with respect to any part of any installment of Basic Rent not paid when due for any period for which the same shall be overdue and on (ii) any payment of Supplemental Rent not paid when due for the period and, to the extent permitted by law, on interest accrued on Basic Rent which itself was accrued and not paid to the extent from such accrued interest was not paid when due date until the same shall be paid paid, (b) an amount equal to the applicable Break Funding Amount, if any, payable by the Certificate Trustee under the Loan Agreement or the Trust Agreement, (c) all fees, costs and on any other amounts payable hereunder expenses which are not paid when due and (ii) all amounts payable by Lessor pursuant to subsections 2.6D, 2.7, 9.2 and 9.3 of the Credit Agreement; provided, however, to the extent any Supplemental Rent required indicated to be paid pursuant to this clause (ii) of subsection 2(c) has been paid by Lessee pursuant to the terms of another Lease, then Lessee's obligations hereunder shall be deemed to be satisfied by the payments made pursuant to such other LeaseCertificate Trustee under the Operative Documents and (d) the indemnities and obligations assumed by the Lessee in Section 7 of the Participation Agreement.

Supplemental Rent. Lessee shall pay (or cause to be paid) to Lessor, or to whomsoever shall be the Person entitled thereto, thereto any and all Supplemental Rent constituting Stipulated Loss Value when and as the same shall become due and owing and all other amounts of Supplemental Rent within 10 days after demandpayable, and in the event of any failure on the part of if Lessee fails to pay any Supplemental Rent when dueRent, Lessor shall have all rights, powers and remedies provided for herein or by law or equity or otherwise in the case of nonpayment of Basic Rent. All such payments of Supplemental Rent shall be in the full amount thereof, without setoff, deduction or reduction. Lessee also will shall pay to Lessor, Lessor or to whomsoever shall be entitled theretoother obligee, as assignee of LessorSupplemental Rent due and owing to Lessor or such other obligee, among other things, on demand, as Supplemental Rentto the extent permitted by applicable Legal Requirements, (ia) any and all unpaid fees, charges, payments, amounts and other obligations (other than the obligations of Lessor to pay the principal amount of the Loans and the Holder Amount) due and owing by Lessor, in any capacity, under the Credit Agreement, under the Trust Agreement and/or under any other Operative Agreement or Bond Document (including without limitation any amounts owing to the Lenders under Section 2.11, Section 2.12 and Section 9.5 of the Credit Agreement and any amounts owing to the Holders under Section 3.9 or Section 3.10 of the Trust Agreement) and (b) interest at the Past Due applicable Overdue Rate with respect to any part of on any installment of Basic Rent not paid when due for any the period for which the same shall be overdue and on any payment of Supplemental Rent not paid when due or demanded by the appropriate Person for the period andfrom the due date or the date of any such demand, to as the extent permitted by lawcase may be, on interest accrued on Basic Rent which itself was accrued and not paid to the extent such accrued interest was not paid when due until the same shall be paid. It shall be an additional Supplemental Rent obligation of Lessee to pay or cause to be paid to the appropriate Person all amounts under the Head Lease (other than rental payable under Section 5.3(a) of the Head Lease in amounts sufficient to pay principal and interest on any other amounts payable hereunder which are not paid the Bonds) when such become due and (ii) all amounts payable by Lessor pursuant owing from time to subsections 2.6Dtime. The expiration or other termination of Lessee's obligations to pay Basic Rent hereunder shall not limit or modify the obligations of Lessee with respect to Supplemental Rent. Unless expressly provided otherwise in this Lease, 2.7, 9.2 in the event of any failure on the part of Lessee to pay and 9.3 of the Credit Agreement; provided, however, to the extent discharge any Supplemental Rent required to as and when due, Lessee shall also promptly pay and discharge any fine, penalty, interest or cost which may be paid pursuant to this clause (ii) assessed or added for nonpayment or late payment of subsection 2(c) has been paid by Lessee pursuant to the terms such Supplemental Rent, all of another Lease, then Lessee's obligations hereunder which shall be deemed to be satisfied by the payments made pursuant to such other Leasealso constitute Supplemental Rent.

Supplemental Rent. Lessee shall pay (or cause to be paid) promptly to Lessor, or to whomsoever shall be entitled thereto, any and all Supplemental Rent constituting Stipulated Loss Value, Termination Value, Special Termination Value or FPO Percentage as the same shall become due and owing and all other amounts of Supplemental Rent within 10 days five Business Days after demanddemand or on such date, or within such other relevant period, as may be provided in any Operative Document, and in the event of any failure on the part of Lessee to pay any Supplemental Rent when due, Lessor shall shall, except as otherwise provided herein, have all rights, powers and remedies provided for herein or in any other Operative Document or by law or equity or otherwise in the case of nonpayment of Basic Rent. In addition, Lessee shall pay to Lessor as Supplemental Rent an amount equal to any amount payable by Lessor as Funding Costs, as an Increased Cost or pursuant to paragraph 4 or 5 of the Loan Certificates as and when such Funding Costs, Increased Cost or amounts payable under paragraph 4 or 5 of the Loan Certificates shall be due and payable. Lessee will also will pay to Lessor, or to whomsoever shall be entitled thereto, as assignee of Lessor, on demand, as Supplemental Rent, (i) to the extent permitted by applicable law, interest at the Past Due Rate with respect to any part of any installment of Basic Rent not paid when due for any period for which the same shall be overdue and on any payment of Supplemental Rent not paid when due for the period and, to the extent permitted by law, on interest accrued on Basic Rent which itself was accrued and not paid to the extent such accrued interest was not paid when due until the same shall be paid and on any other amounts payable hereunder which are not paid when due and (ii) all amounts payable by Lessor pursuant to subsections 2.6D, 2.7, 9.2 and 9.3 of the Credit Agreementpaid; provided, however, that in the event that any payment of Basic Rent is made after 11:00 a.m., New York time, Lessee shall be entitled to a credit against payment of such Supplemental Rent in an amount equal to the extent any Supplemental interest actually earned on such Basic Rent required to be paid pursuant to this clause (ii) of subsection 2(c) has been paid by Lessee pursuant to the terms of another Lease, then Lessee's obligations hereunder shall be deemed to be satisfied by the payments made pursuant to such other Leaseinstallment for one day.