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. 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. 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 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. 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 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 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 (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. 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 promptly as the same shall become due and owing and all other amounts of Supplemental Rent within 10 days after demandowing, 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 Lessor, Supplemental Rent (i) on demand, as Supplemental Rent, (i) an amount equal to interest at the Past Due Overdue 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 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 paid, (ii) all any amounts payable by the Owner Trustee under Section 2.14 of the Indenture, (iii) any additional amounts payable by Lessor on the Equipment Notes as a result of an increase in the Debt Rate pursuant to subsections 2.6D, 2.7, 9.2 and 9.3 Section 2(d) of the Credit Registration Rights Agreement, (iv) in the case of any redemption of Notes pursuant to Section 2.07(b) of the Indenture, the Make-Whole Amount, if any, payable pursuant to Section 2.07(b) of the Indenture; provided, however, provided that notwithstanding anything to the extent contrary set forth in any Operative Document or any document or instrument relating thereto, Lessee shall have no responsibility or liability for any amounts payable to the Loan Trustee or the Subordination Agent in respect of (x) Make-Whole Amount, if any, payable thereon as a AA-EETC 2001 Lease 2 result of a redemption or purchase of the Notes pursuant to Section 2.08 or 2.10 of the Indenture or (y) an Indenture Default that does not also constitute a Lease Default or a Lease Event of Default. 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(d).

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. Each 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 to (i) the Collateral Agent or the Lease Agent (as specified in Section 3.6), for the benefit of the Person entitled thereto (if the Person entitled to such Supplemental Rent is a Secured Party) or (ii) directly to the Person entitled thereto (if such Person is not a Secured Party), 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 such 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 RentRent (Interest/Yield). Lessee also will pay to LessorReceipt of such amount by the Collateral Agent or the Lease Agent, or to whomsoever as applicable, shall be deemed to be receipt by the Person entitled thereto, as assignee whereupon the Lessees shall be relieved of Lessortheir obligation to make any further payments to such Person with respect to such amount of Supplemental Rent. Each Lessee shall pay to the Collateral Agent (or the Lease Agent, on demandif applicable), 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 (Interest/Yield) 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 (other than Supplemental Rent payments due with respect to Sections 13.7, 13.8, 13.9 and 13.10 of the Participation Agreement which are due within five (5) days of demand by the Collateral Agent or the Lease Agent, as applicable), 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 paid. The expiration or other termination of such Lessee's obligations to pay Basic Rent (Interest/Yield) hereunder shall not limit or modify the obligations of such Lessee with respect to indemnity obligations payable as Supplemental Rent. Unless expressly provided otherwise in this Master Lease, in the event of any failure on the part of such 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, such 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 (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, (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 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.

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. 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 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 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 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 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 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. 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 (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 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.