Common use of Condition Upon Return Clause in Contracts

Condition Upon Return. Unless purchased by Lessee pursuant to Section 19 hereof, upon the termination of this Lease at the end of the Basic Term or any Renewal Term or pursuant to Section 9(c) or 15, Lessee, at its own expense, will return the Airframe to Lessor at a major airport in one of the forty-eight contiguous states of the United States chosen by Lessee, and Lessee will give Lessor at least ten (10) days' prior written notice of the place of such return; provided, however, that if Lessor shall have made the request for storage pursuant to Section 5(d) hereof, Lessee shall return the Airframe to Lessor at the site of the storage at the end of the storage period. At the time of such return, Lessee will, unless otherwise requested by Lessor at least ninety (90) days prior to the return hereunder, cause the Aircraft, if it is not then so registered, to be registered under the laws of the United States with the Federal Aviation Administration in the name of the Lessor or its designee, provided that Lessee shall be relieved of its obligations under this sentence if (i) such registration is prohibited by reason of the failure of Lessor or its designee to be eligible on such date to own an aircraft registered with the Federal Aviation Administration or (ii) such registration is otherwise prohibited by applicable law; the Airframe will be fully equipped with the Engines (or other [CFM International, Inc. Model CFM56-5A5] [Pxxxx & Wxxxxxx Model PW2037] engines or two engines of the same or another manufacturer of not less than equivalent utility, value and remaining useful life, and suitable for installation and use on the Airframe without impairing the value, utility or remaining useful life of the Aircraft; provided that both engines shall be of the same make and model) duly installed thereon. Also, at the time of such return, such Airframe and Engines or engines (i) shall be certified (or, if not then registered under the Federal Aviation Act, shall be eligible for certification) as an airworthy aircraft by the Federal Aviation Administration, (ii) shall be free and clear of all Liens (other than Lessor Liens (including for this purpose Liens which would be Lessor Liens but for the proviso in the definition of Lessor Liens), Indenture Trustee's Liens and Loan Participant Liens) and rights of third parties under pooling, interchange, overhaul, repair or other similar agreements or arrangements, (iii) shall be in as good an operating condition as when delivered to Lessee hereunder, ordinary wear and tear excepted, or, in the case of any such engines owned by Lessee, shall have a value, utility and remaining useful life at least equal to, and shall be in as good an operating condition as required by the terms hereof with respect to, Engines constituting part of the Aircraft but not then installed on the Airframe, and (iv) shall be in compliance with the return conditions, if any, set forth in Exhibit G. During the last six (6) months of the Term (unless Lessee shall have elected to purchase the Aircraft or renew this Lease in accordance with the terms of this Lease), with reasonable notice, Lessee will cooperate, and cause any Sublessee to cooperate, in all reasonable respects with the efforts of Lessor to sell or lease the Aircraft, including, without limitation, permitting prospective purchasers or lessees to inspect fully the Aircraft and the records relating thereto, provided that such cooperation shall not interfere with the operation or maintenance of the Aircraft by Lessee or any Sublessee.

Condition Upon Return. Unless purchased by Lessee pursuant to Section 19 or 20 hereof, upon the termination of this Lease at the end of the Basic Term or any Renewal Term or pursuant to Section 9(cSections 9(b) or 15, Lesseeunless Lessor has requested that Lessee return the Aircraft to a storage location pursuant to Section 5(b) (in which case the storage location provided in said Section 5(b) shall be deemed to be the return location), at its own expense, Lessee will return the Airframe to Lessor at a major airport one of Lessee's principal maintenance bases located in one of the forty-eight contiguous states of the United States chosen by Lessee, and Lessee will give Lessor at least ten (10) days' days prior written notice of the place of such return; provided, however, that if Lessor shall have made the request for storage pursuant to Section 5(d) hereof, Lessee shall return the Airframe to Lessor at the site of the storage at the end of the storage period. At the time of such return, (i) Lessee will, at its own cost and expense, unless otherwise requested by Lessor to retain the existing registration of the Aircraft at least ninety (90) days prior to the date of return hereunder, cause the Aircraft, if it is not then so registered, to be registered under the laws of the United States with the Federal Aviation Administration in the name of the Lessor or its designee, provided that Lessee shall be relieved of its obligations under this sentence if (i) such registration is prohibited by reason of the failure of Lessor Lessor, Owner Participant or its Lessor's designee to be eligible on such date to own an aircraft registered with the Federal Aviation Administration or and (ii) such registration is otherwise prohibited by applicable law; the Airframe will be fully equipped with the Engines (or other [CFM International, Inc. Model CFM56-5A5] [Pxxxx & Wxxxxxx Model PW2037] engines or two engines of the same or another manufacturer of not less than equivalent utility, value and remaining useful life, and suitable for installation and use on the Airframe without impairing the value, utility or remaining useful life of the Aircraft; provided that both engines shall be of the same make and modelAcceptable Alternate Engines) duly installed thereon. Also, at the time of such return, Lessor shall have good title to such Airframe and Engines or engines Acceptable Alternate Engines, and such Airframe and Engine or Acceptable Alternate Engines (iA) shall be certified (or, if not then registered under the Federal Aviation ActTransportation Code by reason of the proviso of clause (i) in the preceding sentence or because Lessor has so requested that the Aircraft not be so registered, shall hold a valid certificate of airworthiness issued by the country of registry and be eligible for certificationcertification by the Federal Aviation Administration) as an airworthy aircraft by the Federal Aviation Administration, (iiB) shall be free and clear of all Liens (other than Lessor Liens (including for this purpose Liens which would be Lessor Liens but for the proviso in the definition of Lessor Liens), Indenture Trustee's Liens and Loan Participant Liens) and rights of third parties under pooling, interchange, overhaul, repair or other similar agreements or arrangements, (iiiC) shall be in a regular passenger configuration, and in as good an operating a condition as when delivered by Seller to Lessee hereunderLessee, ordinary wear and tear excepted, or, and otherwise in the case condition required to be maintained under Lessee's FAA-approved maintenance plan (notwithstanding any Sublease theretofore in effect), (D) in the event that Lessee (or any Sublessee then in possession of any the Aircraft) shall not then be using a continuous maintenance program with respect to the Airframe immediately prior to such engines owned by Lessee, return but instead shall have been using a valueblock overhaul program with respect to the Airframe, utility and remaining useful life at least equal to, and then (i) such block overhaul program shall be in as good an operating condition as required have been approved by the terms hereof with respect to, Engines constituting part government of registry of the Aircraft but and (ii) the Airframe shall have remaining until the next scheduled block overhaul at least 25% of the allowable hours between block overhauls permitted under the block overhaul program then used by Lessee or such Sublessee, (E) in the event that Lessee (or any Sublessee then in possession of the Aircraft) during the period of operation of the Aircraft immediately prior to such return shall not have been using an on-condition maintenance program with respect to the Engines (or Acceptable Alternate Engines), Lessee agrees that the average number of hours or cycles of operation (whichever shall be applicable under the maintenance program then installed in use with respect to such Engines (or Acceptable Alternate Engines) on such Engines (or Acceptable Alternate Engines) remaining until the Airframenext scheduled engine heavy maintenance shall be at least 25% of the hours or cycles (whichever shall be applicable) between engine heavy maintenance allowed under the maintenance program then in use with respect to such Engines (or Acceptable Alternate Engines), (F) shall have all Lessee's and any Sublessee's exterior marking removed or painted over with areas thereof refinished to match adjacent areas, and (ivG) shall be in compliance a state of cleanliness suitable under Lessee's normal service standards for operation in Lessee's revenue passenger service and in all such cases the Aircraft shall not have been discriminated against whether by reason of its leased status or otherwise in maintenance, use, operation or in any other manner whatsoever. If clause (D) of the first paragraph of this subsection (a) shall be applicable but the Airframe does not meet the conditions specified in said clause (D), Lessee shall pay or cause to be paid to Lessor, concurrently with the return conditionsthereof, if any, set forth a Dollar amount computed by multiplying (i) 110% of the direct cost to Lessee (based upon the direct cost to Lessee for similar aircraft in Exhibit G. During the last six (6fleet of Lessee) during the preceding 12 months of performing an airframe block overhaul of the Term type referred to in such clause (unless Lessee D) by (ii) a fraction of which (x) the numerator shall have elected be the excess of 25% of the hours of operation allowable between such block overhauls over the actual number of hours of operation remaining on the Airframe to purchase the Aircraft or renew this Lease next such block overhaul and (y) the denominator shall be the number of hours of operation allowable between such block overhauls in accordance with such block overhaul program. If clause (E) of the terms first paragraph of this Leasesubsection (a) shall be applicable but the Engines (or Acceptable Alternate Engines) do not meet the conditions specified in said clause (E), with reasonable noticeLessee shall pay or cause to be paid to Lessor, Lessee will cooperate, and cause any Sublessee to cooperate, in all reasonable respects concurrently with the efforts of Lessor to sell or lease the Aircraftreturn thereof, including, without limitation, permitting prospective purchasers or lessees to inspect fully the Aircraft and the records relating thereto, provided that such cooperation shall not interfere with the operation or maintenance a Dollar amount computed by multiplying (i) 110% of the Aircraft direct cost to Lessee (based upon the direct cost to Lessee for similar aircraft in the fleet of Lessee) during the preceding 12 months of performing for an engine of the same model as the Engines (or Acceptable Alternate Engines) the scheduled engine heavy maintenance under the maintenance program then used by Lessee for engines of the same model as the Engines (or any SublesseeAcceptable Alternate Engines) by (ii) a fraction which (x) the numerator shall be the excess of 25% of the hours or cycles (whichever is applicable) of operation of one Engine between engine heavy maintenance allowable under the maintenance program then in use with respect to such Engines (or Acceptable Alternate Engines) over the actual average number of hours or cycles of operation of such Engines (or Acceptable Alternate Engines) remaining until the next such scheduled engine heavy maintenance and (y) the denominator shall be the number of hours or cycles allowable between such scheduled engine heavy maintenance.

Condition Upon Return. Unless purchased by Lessee pursuant to Section 19 or 20 hereof, upon the termination of this Lease at the end of the Basic Term or any Renewal Term or pursuant to Section 9(cSections 9(b) or 15, Lesseeunless Lessor has requested that Lessee return the Aircraft to a storage location pursuant to Section 5(b) (in which case the storage location provided in said Section 5(b) shall be deemed to be the return location), at its own expense, Lessee will return the Airframe to Lessor at a major airport one of Lessee's principal maintenance bases located in one of the forty-eight contiguous states of the United States chosen by Lessee, and Lessee will give Lessor at least ten (10) days' days prior written notice of the place of such return; provided, however, that if Lessor shall have made the request for storage pursuant to Section 5(d) hereof, Lessee shall return the Airframe to Lessor at the site of the storage at the end of the storage period. At the time of such return, (i) Lessee will, at its own cost and expense, unless otherwise requested by Lessor to retain the existing registration of the Aircraft at least ninety (90) days prior to the date of return hereunder, cause the Aircraft, if it is not then so registered, to be registered under the laws of the United States with the Federal Aviation Administration in the name of the Lessor or its designee, provided that Lessee shall be relieved of its obligations under this sentence if (i) such registration is prohibited by reason of the failure of Lessor Lessor, Owner Participant or its Lessor's designee to be eligible on such date to own an aircraft registered with the Federal Aviation Administration or and (ii) such registration is otherwise prohibited by applicable law; the Airframe will be fully equipped with the Engines (or other [CFM International, Inc. Model CFM56-5A5] [Pxxxx & Wxxxxxx Model PW2037] engines or two engines of the same or another manufacturer of not less than equivalent utility, value and remaining useful life, and suitable for installation and use on the Airframe without impairing the value, utility or remaining useful life of the Aircraft; provided that both engines shall be of the same make and modelAcceptable Alternate Engines) duly installed thereon. Also, at the time of such return, Lessor shall have good title to such Airframe and Engines or engines Acceptable Alternate Engines, and such Airframe and Engine or Acceptable Alternate Engines (iA) shall be certified (or, if not then registered under the Federal Aviation ActTransportation Code by reason of the proviso of clause (i) in the preceding sentence or because Lessor has so requested that the Aircraft not be so registered, shall hold a valid certificate of airworthiness issued by the country of registry and be eligible for certificationcertification by the Federal Aviation Administration) as an airworthy aircraft by the Federal Aviation Administration, (iiB) shall be free and clear of all Liens (other than Lessor Liens (including for this purpose Liens which would be Lessor Liens but for the proviso in the definition of Lessor Liens), Indenture Trustee's Liens and Loan Participant Liens) and rights of third parties under pooling, interchange, overhaul, repair or other similar agreements or arrangements, (iiiC) shall be in a regular passenger configuration, and in as good an operating a condition as when delivered by Seller to Lessee hereunderLessee, ordinary wear and tear excepted, or, and otherwise in the case condition required to be maintained under Lessee's FAA-approved maintenance plan (notwithstanding any Sublease theretofore in effect), (D) in the event that Lessee (or any Sublessee then in possession of any the Aircraft) shall not then be using a continuous maintenance program with respect to the Airframe immediately prior to such engines owned by Lessee, return but instead shall have been using a valueblock overhaul program with respect to the Airframe, utility and remaining useful life at least equal to, and then (i) such block overhaul program shall be in as good an operating condition as required have been approved by the terms hereof with respect to, Engines constituting part government of registry of the Aircraft but not then installed on the Airframe, and (ivii) the Airframe shall have remaining until the next scheduled block overhaul at least 25% of the allowable hours between block overhauls permitted under the block overhaul program then used by Lessee or such Sublessee, (E) on average, the Engines or Acceptable Alternate Engines shall not have been operated since the last engine shop visit more than 75% of the time represented by Lessee's average on-wing hang time as then applicable to mature engines employed on A330-___ aircraft in Lessee's fleet (based on a three (3) year average), (F) shall have all Lessee's and any Sublessee's exterior marking removed or painted over with areas thereof refinished to match adjacent areas and (G) shall be in compliance a state of cleanliness suitable under Lessee's normal service standards for operation in Lessee's revenue passenger service and in all such cases the Aircraft shall not have been discriminated against whether by reason of its leased status or otherwise in maintenance, use, operation or in any other manner whatsoever. If clause (D) of the first paragraph of this subsection (a) shall be applicable but the Airframe does not meet the conditions specified in said clause (D), Lessee shall pay or cause to be paid to Lessor, concurrently with the return conditionsthereof, if any, set forth a Dollar amount computed by multiplying (i) 110% of the direct cost to Lessee (based upon the direct cost to Lessee for similar aircraft in Exhibit G. During the last six (6fleet of Lessee) during the preceding 12 months of performing an airframe block overhaul of the Term type referred to in such clause (unless Lessee D) by (ii) a fraction of which (x) the numerator shall have elected be the excess of 25% of the hours of operation allowable between such block overhauls over the actual number of hours of operation remaining on the Airframe to purchase the Aircraft or renew this Lease next such block overhaul and (y) the denominator shall be the number of hours of operation allowable between such block overhauls in accordance with the terms of this Lease), with reasonable notice, Lessee will cooperate, and cause any Sublessee to cooperate, in all reasonable respects with the efforts of Lessor to sell or lease the Aircraft, including, without limitation, permitting prospective purchasers or lessees to inspect fully the Aircraft and the records relating thereto, provided that such cooperation shall not interfere with the operation or maintenance of the Aircraft by Lessee or any Sublesseeblock overhaul program.

Condition Upon Return. Unless purchased by Lessee pursuant to Section 19 hereof, upon the termination of this Lease at the end of the Basic Term or any Renewal Term or pursuant to Section 9(c) or 15, Lessee, at its own expense, will return the Airframe to Lessor at a major airport in one of the forty-eight contiguous states of the United States chosen by Lessee, and Lessee will give Lessor at least ten (10) days' prior written notice of the place of such return; provided, however, that if Lessor shall have made the request for storage pursuant to Section 5(d) hereof, Lessee shall return the Airframe to Lessor at the site of the storage at the end of the storage period. At the time of such return, Lessee will, unless otherwise requested by Lessor at least ninety (90) days prior to the return hereunder, cause the Aircraft, if it is not then so registered, to be registered under the laws of the United States with the Federal Aviation Administration in the name of the Lessor or its designee, provided that Lessee shall be relieved of its obligations under this sentence if (i) such registration is prohibited by reason of the failure of Lessor or its designee to be eligible on such date to own an aircraft registered with the Federal Aviation Administration or (ii) such registration is otherwise prohibited by applicable law; the Airframe will be fully equipped with the Engines (or other [CFM International, Inc. Pratt & Whitney Model CFM56-5A5PW4168A] [Pxxxx Pratt & Wxxxxxx Whitney Model PW2037PW2040] engines or two engines engixxx xr txx xxxxnes of the same or another ox xxxther manufacturer of not less than equivalent utility, value and remaining useful life, and suitable for installation and use on the Airframe without impairing the value, utility or remaining useful life of the Aircraft; provided that both engines shall be of the same make and model) duly installed thereon. Also, at the time of such return, such Airframe and Engines or engines (i) shall be certified (or, if not then registered under the Federal Aviation Act, shall be eligible for certification) as an airworthy aircraft by the Federal Aviation Administration, (ii) shall be free and clear of all Liens (other than Lessor Liens (including for this purpose Liens which would be Lessor Liens but for the proviso in the definition of Lessor Liens), Indenture Trustee's Liens and Loan Participant Liens) and rights of third parties under pooling, interchange, overhaul, repair or other similar agreements or arrangements, (iii) shall be in as good an operating condition as when delivered to Lessee hereunder, ordinary wear and tear excepted, or, in the case of any such engines owned by Lessee, shall have a value, utility and remaining useful life at least equal to, and shall be in as good an operating condition as required by the terms hereof with respect to, Engines constituting part of the Aircraft but not then installed on the Airframe, and (iv) shall be in compliance with the return conditions, if any, set forth in Exhibit G. During the last six (6) months of the Term (unless Lessee shall have elected to purchase the Aircraft or renew this Lease in accordance with the terms of this Lease), with reasonable notice, Lessee will cooperate, and cause any Sublessee to cooperate, in all reasonable respects with the efforts of Lessor to sell or lease the Aircraft, including, without limitation, permitting prospective purchasers or lessees to inspect fully the Aircraft and the records relating thereto, provided that such cooperation shall not interfere with the operation or maintenance of the Aircraft by Lessee or any Sublessee.

Condition Upon Return. Unless purchased by Lessee pursuant to Section 19 9(b) or 19(b) hereof, upon the termination of this Lease at the end of the Basic Term or any Renewal Term or pursuant to Section 9(c) or 15, Lessee, at its own expense, will return the Airframe Aircraft to Lessor at a major airport Lessee's maintenance base located at San Francisco International Airport (or any principal maintenance base established by Lessee in one of the forty-eight contiguous states of the United States chosen by Lessee, and Lessee will give Lessor at least ten (10) days' prior written notice of subsequent to the place of such returndate hereof); provided, however, that if Lessor shall have made the request for storage pursuant to Section 5(d) hereof, Lessee shall return the Airframe Aircraft to Lessor at the site of the storage storage. If requested in writing by Lessor at least thirty days prior to the end return of the Aircraft, Lessee will, in lieu of the return contemplated by the preceding sentence, at Lessee's cost and expense, ferry the Aircraft to a commercial airport on Lessee's route system in one of the forty-eight contiguous states of the United States which can accommodate aircraft of the same type as the Aircraft, provided that Lessee will not be required to provide any storage periodpursuant to Section 5(d) if Lessor requests such a ferry flight. At the time of such return, (A) Lessee will, at its own cost and expense, unless otherwise requested by Lessor at least ninety (90) days prior to retain the return hereunderexisting registration of the Aircraft, cause the Aircraft, if it is not then so registered, to be registered under the laws of the United States with the Federal Aviation Administration FAA in the name of the Lessor or its designee, provided that Lessee shall be relieved of its obligations under this sentence if (i) such registration is prohibited by reason of the failure of Lessor Lessor, the Owner Participant or its Lessor's designee to be eligible on such date to own an aircraft registered with the Federal Aviation Administration or Administration, and (iiB) such registration is otherwise prohibited by applicable law; the Airframe will be fully equipped with the Engines (or other [CFM International, Inc. Model CFM56-5A5] [Pxxxx & Wxxxxxx Model PW2037] engines or two engines of the same or another manufacturer of not less than equivalent utility, value and remaining useful life, and suitable for installation and use on the Airframe without impairing the value, utility or remaining useful life of the Aircraft; provided that both engines shall be of the same make and modelAcceptable Alternate Engines) duly installed thereon. Also, at the time of such return, Lessor shall have good title to such Airframe and Engines or engines Acceptable Alternate Engines, and such Airframe and Engines or Acceptable Alternate Engines (i) shall be certified (or, if not then registered under the Federal Aviation ActAct by reason of the proviso to clause (A) in the preceding sentence or because Lessor has not so requested the registration of the Aircraft, shall hold a valid certificate of airworthiness issued by the country of registry and be eligible for certificationcertification by the FAA) as an airworthy aircraft by the Federal Aviation AdministrationAdministration and shall have all mandatory FAA airworthiness directives applicable to the Aircraft, issued prior to the date of return which require compliance prior to such time, terminated, (ii) shall be free and clear of all Liens (other than Lessor Liens (including for this purpose Liens which that would be Lessor Liens but for the proviso in to the definition of Lessor Liens), Indenture Trustee's Liens ) and Loan Participant Liens) and rights of third parties under pooling, interchange, overhaul, repair or other similar agreements or arrangements, (iii) shall be in a regular passenger configuration and in as good an operating a condition as when delivered by Manufacturer to Lessee hereunderLessee, ordinary wear and tear excepted, or, and otherwise in the case condition required to be maintained under Section 7 hereof (notwithstanding any Sublease theretofore in effect), (iv) in the event that Lessee shall not then be using a continuous maintenance program with respect to the Airframe immediately prior to such return but instead shall have been using a block overhaul program with respect to the Airframe, then (A) such block overhaul program shall have been approved by all necessary governmental approvals of any such engines owned the country under the laws of which the Aircraft shall then have been registered and (B) the Airframe shall have remaining until the next scheduled block overhaul at least 25% of the allowable hours between block overhauls permitted under the block overhaul program then used by Lessee, shall have a value, utility and remaining useful life at least equal to, and shall be (v) in as good an operating condition as required by the terms hereof with respect to, Engines constituting part event that Lessee during the period of operation of the Aircraft but immediately prior to such return shall not have been using an on-condition maintenance program with respect to the Engines (or Acceptable Alternate Engines), Lessee agrees that the average number of hours or cycles of operation (whichever shall be applicable under the maintenance program then installed in use with respect to such Engines (or Acceptable Alternate Engines)) on such Engines (or Acceptable Alternate Engines) remaining until the Airframenext scheduled engine heavy maintenance shall be at least 25% of the hours or cycles (whichever is applicable) between engine heavy maintenance allowed under the maintenance program then in use with respect to such Engines (or Acceptable Alternate Engines), (vi) shall have all Lessee's and any Sublessee's exterior markings removed or painted over with the areas thereof refinished to match adjacent areas, and (ivvii) shall be in compliance a state of cleanliness suitable under Lessee's normal service standards for operation in Lessee's revenue passenger service and in all such cases the Aircraft shall not have been discriminated against whether by reason of its leased status or otherwise in maintenance, use, operation or in any other manner whatsoever. If clause (iv) of the first paragraph of this Section 5(a) shall be applicable but the Airframe does not meet the conditions specified in said clause (iv), Lessee shall pay or cause to be paid to Lessor, concurrently with the return conditionsthereof, if anya Dollar amount computed by multiplying (i) 120% of the direct cost to Lessee (based upon the direct cost to Lessee for similar aircraft in the fleet of Lessee) during the preceding 12 months of performing an airframe block overhaul of the type referred to in such clause (iv) by (ii) a fraction of which (x) the numerator shall be the excess of 25% of the hours of operation allowable between such block overhauls over the actual number of hours of operation remaining on the Airframe to the next such block overhaul and (y) the denominator shall be the number of hours of operation allowable between such block overhauls in accordance with such block overhaul program. If clause (v) of the first paragraph of this Section 5(a) shall be applicable but the Engines (or Acceptable Alternate Engines) do not meet the conditions specified in said clause (v), set forth Lessee shall pay or cause to be paid to Lessor, concurrently with the return thereof, a Dollar amount computed by multiplying (i) 120% of the direct cost to Lessee (based upon the direct cost to Lessee for similar aircraft in Exhibit G. the fleet of Lessee) during the preceding 12 months of performing for an engine of the same model as the Engines (or Acceptable Alternate Engines) the scheduled engine heavy maintenance under the maintenance program then used by Lessee for engines of the same model as the Engines (or Acceptable Alternate Engines) by (ii) a fraction of which (x) the numerator shall be the excess of 25% of the hours of cycles (whichever is applicable) of operation of one Engine between engine heavy maintenance allowable under the maintenance program then in use with respect to such Engines (or Acceptable Alternate Engines) over the actual average number of hours or cycles or operation on such Engines (or Acceptable Alternate Engines) remaining until the next such scheduled engine heavy maintenance and (y) the denominator shall be the number of hours or cycles allowable between such scheduled engine heavy maintenance. During the last six (6) twelve months of the Term (unless Lessee shall have elected to purchase the Aircraft or renew this Lease in accordance with the terms of this Lease), with reasonable notice, Lessee will cooperate, and cause any Sublessee to cooperate, at Lessor's sole cost, in all reasonable respects with the efforts of Lessor to sell or lease the Aircraft, including, without limitation, permitting prospective purchasers or lessees to inspect fully the Aircraft and the any maintenance records relating theretoto the Aircraft then required to be retained by the FAA or by the comparable government agency of the country in which the Aircraft is registered, all in accordance with Section 12 hereof, provided that any such cooperation shall not interfere with the normal operation or maintenance of the Aircraft by by, or the business of, Lessee or any Sublessee. For purposes of this Section 5(a), any maintenance program used by Lessee for airframes (including the Airframe) substantially similar to the maintenance program described in the excerpts from "United Air Lines 757 Maintenance Program" furnished to Lessor and the Owner Participant shall be considered a continuous maintenance program (and not a block maintenance program) and any engine maintenance program used by Lessee for engines (including the Engines) substantially similar to the maintenance program described in such "United Air Lines 757 Maintenance Program" shall be considered an on-condition maintenance program.

Condition Upon Return. Unless purchased by Lessee pursuant to Section 19 hereof, upon the termination of this Lease at the end of the Basic Term or any Renewal Term or pursuant to Section 9(c) or 15, Lessee, at its own expense, will return the Airframe to Lessor at a major airport in one of the forty-eight contiguous states of the United States chosen by Lessee, and Lessee will give Lessor at least ten (10) days' prior written notice of the place of such return; provided, however, that if Lessor shall have made the request for storage pursuant to Section 5(d) hereof, Lessee shall return the Airframe to Lessor at the site of the storage at the end of the storage period. At the time of such return, Lessee will, unless otherwise requested by Lessor at least ninety (90) days prior to the return hereunder, cause the Aircraft, if it is not then so registered, to be registered under the laws of the United States with the Federal Aviation Administration in the name of the Lessor or its designee, provided that Lessee shall be relieved of its obligations under this sentence if (i) such registration is prohibited by reason of the failure of Lessor or its designee to be eligible on such date to own an aircraft registered with the Federal Aviation Administration or (ii) such registration is otherwise prohibited by applicable law; the Airframe will be fully equipped with the Engines (or other [CFM International, Inc. Model CFM56-5A5] [Pxxxx & Wxxxxxx Model PW2037] AlliedSignal LF507 type engines or two four engines of the same or another manufacturer of not less than equivalent utility, value and remaining useful life, and suitable for installation and use on the Airframe without impairing the value, utility or remaining useful life of the Aircraft; provided that both all engines shall be of the same make and model) duly installed thereon. Also, at the time of such return, such Airframe and Engines or engines (i) shall be certified (or, if not then registered under the Federal Aviation Act, shall be eligible for certification) as an airworthy aircraft by the Federal Aviation Administration, (ii) shall be free and clear of all Liens (other than Lessor Liens (including for this purpose Liens which would be Lessor Liens but for the proviso in the definition of Lessor Liens), Indenture Trustee's Liens and Loan Participant Liens) and rights of third parties under pooling, interchange, overhaul, repair or other similar agreements or arrangements, (iii) shall be in as good an operating condition as when delivered to Lessee hereunder, ordinary wear and tear excepted, or, in the case of any such engines owned by Lessee, shall have a value, utility and remaining useful life at least equal to, and shall be in as good an operating condition as required by the terms hereof with respect to, Engines constituting part of the Aircraft but not then installed on the Airframe, and (iv) shall be in compliance with the return conditions, if any, set forth in (a) Exhibit G. G, in the event such return occurs other than at the termination of this Lease on July 2, 2017, or (b) Exhibit H, in the event such return occurs at the termination of this Lease on July 2, 2017; provided that if a Half-Life Adjustment is required to be calculated pursuant to the terms of Exhibit H, if the Half-Life Adjustment is a positive number Lessee shall pay Lessor the Half-Life Adjustment and if the Half-Life Adjustment is a negative number Lessor shall pay Lessee the Half-Life Adjustment; provided, further, that Lessor shall only be required to make such payment if the Owner Participant shall have irrevocably exercised its option pursuant to Section 2 of the Residual Agreement. During the last six (6) months of the Term (unless Lessee shall have elected to purchase the Aircraft or renew this Lease in accordance with the terms of this Lease), with reasonable notice, Lessee will cooperate, and cause any Sublessee to cooperate, in all reasonable respects with the efforts of Lessor to sell or lease the Aircraft, including, without limitation, permitting prospective purchasers or lessees to inspect fully the Aircraft and the records relating thereto, provided that such cooperation shall not interfere with the operation or maintenance of the Aircraft by Lessee or any Sublessee.

Condition Upon Return. Unless purchased by Lessee pursuant to Section 19 hereof, upon the termination of this Lease at the end of the Basic Term or any Renewal Term or pursuant to Section 9(c) or 15, Lessee, at its own expense, will return the Airframe to Lessor at a major airport in one of the forty-eight contiguous states of the United States chosen by Lessee, and Lessee will give Lessor at least ten (10) days' prior written notice of the place of such return; providedPROVIDED, howeverHOWEVER, that if Lessor shall have made the request for storage pursuant to Section 5(d) hereof, Lessee shall return the Airframe to Lessor at the site of the storage at the end of the storage period. At the time of such return, Lessee will, unless otherwise requested by Lessor at least ninety (90) days prior to the return hereunder, cause the Aircraft, if it is not then so registered, to be registered under the laws of the United States with the Federal Aviation Administration in the name of the Lessor or its designee, provided PROVIDED that Lessee shall be relieved of its obligations under this sentence if (i) such registration is prohibited by reason of the failure of Lessor or its designee to be eligible on such date to own an aircraft registered with the Federal Aviation Administration or (ii) such registration is otherwise prohibited by applicable law; the Airframe will be fully equipped with the Engines (or other [CFM International, Inc. Model CFM56-5A5] [Pxxxx & Wxxxxxx Model PW2037] AlliedSignal LF507 type engines or two four engines of the same or another manufacturer of not less than equivalent utility, value and remaining useful life, and suitable for installation and use on the Airframe without impairing the value, utility or remaining useful life of the Aircraft; provided PROVIDED that both all engines shall be of the same make and model) duly installed thereon. Also, at the time of such return, such Airframe and Engines or engines (i) shall be certified (or, if not then registered under the Federal Aviation Act, shall be eligible for certification) as an airworthy aircraft by the Federal Aviation Administration, (ii) shall be free and clear of all Liens (other than Lessor Liens (including for this purpose Liens which would be Lessor Liens but for the proviso in the definition of Lessor Liens), Indenture Trustee's Liens and Loan Participant Liens) and rights of third parties under pooling, interchange, overhaul, repair or other similar agreements or arrangements, (iii) shall be in as good an operating condition as when delivered to Lessee hereunder, ordinary wear and tear excepted, or, in the case of any such engines owned by Lessee, shall have a value, utility and remaining useful life at least equal to, and shall be in as good an operating condition as required by the terms hereof with respect to, Engines constituting part of the Aircraft but not then installed on the Airframe, and (iv) shall be in compliance with the return conditions, if any, set forth in Exhibit G. (a) EXHIBIT G, in the event such return occurs other than at the termination of this Lease on ____________, 201_, or (b) EXHIBIT H, in the event such return occurs at the termination of this Lease on ____________, 201_; PROVIDED that if a Half-Life Adjustment is required to be calculated pursuant to the terms of EXHIBIT H, if the Half-Life Adjustment is a positive number Lessee shall pay Lessor the Half-Life Adjustment and if the Half-Life Adjustment is a negative number Lessor shall pay Lessee the Half-Life Adjustment. During the last six (6) months of the Term (unless Lessee shall have elected to purchase the Aircraft or renew this Lease in accordance with the terms of this Lease), with reasonable notice, Lessee will cooperate, and cause any Sublessee to cooperate, in all reasonable respects with the efforts of Lessor to sell or lease the Aircraft, including, without limitation, permitting prospective purchasers or lessees to inspect fully the Aircraft and the records relating thereto, provided PROVIDED that such cooperation shall not interfere with the operation or maintenance of the Aircraft by Lessee or any Sublessee.

Condition Upon Return. Unless purchased by Lessee pursuant to Section 19 19(b) hereof, upon the termination of this Lease at the end of the Basic Term or any Renewal Term or pursuant to Section 9(c9(b) or 1515 hereof, Lessee, Lessee will at its own expense, will expense return the Airframe Aircraft to Lessor at a major airport Lessee's maintenance base located at San Francisco International Airport (or any principal maintenance base established by Lessee in one of the forty-eight contiguous states of the continental United States chosen by Lesseesubsequent to the date hereof), and Lessee will give Lessor at least ten (10) days' prior written notice of the place of such return; provided, however, that if Lessor shall have made the request for storage pursuant to Section 5(d) hereof, Lessee shall return the Airframe to Lessor Aircraft at the site of the storage at the end of the storage periodstorage. At the time of such return, (A) Lessee will, at its own cost and expense, unless otherwise requested by Lessor at least ninety (90) days prior to retain the return hereunderexisting registration of the Aircraft, cause the Aircraft, if it is not then so registered, to be registered under the laws of the United States with the Federal Aviation Administration FAA in the name of the Lessor or its designee, provided that Lessee shall be relieved of its obligations under this sentence if (i) such registration is prohibited by reason of the failure of Lessor Lessor, the Owner Participant or its Lessor's designee to be eligible on such date to own an aircraft registered with the Federal Aviation Administration or Administration, and (iiB) such registration is otherwise prohibited by applicable law; the Airframe will be fully equipped with the Engines (or other [CFM International, Inc. Model CFM56-5A5] [Pxxxx & Wxxxxxx Model PW2037] engines or two engines of the same or another manufacturer of not less than equivalent utility, value and remaining useful life, and suitable for installation and use on the Airframe without impairing the value, utility or remaining useful life of the Aircraft; provided that both engines shall be of the same make and modelAcceptable Alternate Engines) duly installed thereon. Also, at the time of such return, Lessor shall have good title to such Airframe and Engines or engines Acceptable Alternate Engines, and such Airframe and Engines or Acceptable Alternate Engines (i) shall be certified (or, if not then registered under the Federal Aviation ActTransportation Code by reason of the proviso to clause (A) in the preceding sentence or because Lessor has so requested that the Aircraft not be so registered, shall hold a valid certificate of airworthiness issued by the country of registry and be eligible for certificationcertification by the FAA) as an airworthy aircraft by the Federal Aviation Administration, (ii) shall be free and clear of all Liens (other than Lessor Liens (including for this purpose Liens which that would be Lessor Liens but for the proviso in to the definition of Lessor Liens), Indenture Trustee's Liens and Loan Participant Liens) and rights of third parties under pooling, interchange, overhaul, repair or other similar agreements or arrangements, (iii) shall be in a regular passenger configuration, and in as good an operating a condition as when delivered by Lessee to Lessee hereunderLessor, ordinary wear and tear excepted, or, and otherwise in the case of condition required to be maintained under Lessee's FAA-approved maintenance plan (notwithstanding any such engines owned by Lessee, shall have a value, utility Sublease theretofore in effect) and remaining useful life at least equal to, and shall be in as good an operating condition as required by the terms hereof with respect to, Engines constituting part of the Aircraft but not then installed on the Airframe, and (iv) shall be in compliance with all applicable FAA regulations airworthiness directives and Manufacturer's mandatory service bulletins (except for regulations, directives and bulletins (A) that permit compliance at a later time and would not, in the normal course of Lessee's maintenance plan, be complied with by the date of return conditions, if any, set forth in Exhibit G. During and without discriminating on the last six (6) months basis of the Term (unless Lessee shall have elected to purchase status of the Aircraft as a leased aircraft, or renew this Lease (B) that are being diligently contested in accordance with good faith by Lessee, so long as such contest does not interrupt the terms normal use of this Lease), with reasonable notice, Lessee will cooperate, and cause any Sublessee to cooperate, in all reasonable respects with the efforts of Lessor to sell or lease the Aircraft, including, without limitation, permitting prospective purchasers or lessees to inspect fully the Aircraft and such contest does not involve any material risk of criminal liability or any unindemnified material risk of civil liability to Lessor, the records relating theretoOwner Participant or the Indenture Trustee (but in regard to the Indenture Trustee, only so long as the Original Loan Participant is a Holder), jeopardize the right, title and interest of Lessor or the Owner Participant in and to the Airframe and/or the Engines, or result in a claim, loss or expense for which Lessor or the Owner Participant is not indemnified and for which Lessee is not then willing to indemnify Lessor, the Owner Participant or the Indenture Trustee (but in regard to the Indenture Trustee, only so long as the Original Loan Participant is a Holder) in a manner reasonably satisfactory to such Person, provided that if Lessee does not prevail in such cooperation shall not interfere with the operation or maintenance of the Aircraft by Lessee or any Sublessee.contest then Lessee

Condition Upon Return. Unless purchased by Lessee pursuant to Section 19 hereof, upon the termination of this Lease at the end of the Basic Term or any Renewal Term or pursuant to Section 9(c) or 15, Lessee, at its own expense, will return the Airframe to Lessor at a major airport in one of the forty-eight contiguous states of the United States chosen by LesseeLessee and reasonably acceptable to Lessor (taking into account whether the state or local government of such proposed place of return would impose any transfer taxes on Lessor in connection with a sale of the Aircraft by Lessor on the date of such return while the Aircraft is located at the place of such return), and Lessee will give Lessor at least ten (10) days' prior written notice of the place of such return; provided, however, that if Lessor shall have made the request for storage pursuant to Section 5(d) hereof, Lessee shall return the Airframe to Lessor at the site of the storage at the end of the storage period. At the time of such return, Lessee will, unless otherwise requested by Lessor at least ninety (90) days prior to the return hereunder, cause the Aircraft, if it is not then so registered, to be registered under the laws of the United States with the Federal Aviation Administration in the name of the Lessor or its designee, provided that Lessee shall be relieved of its obligations under this sentence if (i) such registration is prohibited by reason of the failure of Lessor or its designee to be eligible on such date to own an aircraft registered with the Federal Aviation Administration or (ii) such registration is otherwise prohibited by applicable law; the Airframe will be fully equipped with the Engines (or other [CFM International, Inc. Model CFM56-5A5] [Pxxxx & Wxxxxxx Model PW2037] AlliedSignal LF507 type engines or two four engines of the same or another manufacturer of not less than equivalent utility, value and remaining useful life, and suitable for installation and use on the Airframe without impairing the value, utility or remaining useful life of the Aircraft; provided that both all engines shall be of the same make and model) duly installed thereon. Also, at the time of such return, such Airframe and Engines or engines (i) shall be certified (or, if not then registered under the Federal Aviation Act, shall be eligible for certification) as an airworthy aircraft by the Federal Aviation Administration, (ii) shall be free and clear of all Liens (other than Lessor Liens (including for this purpose Liens which would be Lessor Liens but for the proviso in the definition of Lessor Liens), Indenture Trustee's Liens and Loan Participant Liens) and rights of third parties under pooling, interchange, overhaul, repair or other similar agreements or arrangements, (iii) shall be in as good an operating condition as when delivered by the Manufacturer to Lessee hereunderLessee, ordinary wear and tear excepted, or, in the case of any such engines owned by Lessee, shall have a value, utility and remaining useful life at least equal to, and shall be in as good an operating condition as required by the terms hereof with respect to, Engines constituting part of the Aircraft but not then installed on the Airframe, and (iv) shall be in compliance with the return conditions, if any, set forth in (a) unless the return conditions set forth in Exhibit G. H are applicable, Exhibit G, or (b) Exhibit H, in the event such return occurs at the expiration of this Lease on April 27, 2017 or at the expiration of any Renewal Term but only if, in any such case, Lessor shall have irrevocably exercised its option to sell the Aircraft at such expiration, and shall be simultaneously exercising its rights, pursuant to the Residual Agreement or a Successor Residual Agreement. If a Half-Life Adjustment is required to be calculated pursuant to the terms of Exhibit H, if the Half-Life Adjustment is a positive number Lessee shall pay Lessor the Half-Life Adjustment and if the Half-Life Adjustment is a negative number Lessor shall pay Lessee the Half-Life Adjustment. In view of the fact that the required return conditions of the Aircraft for purposes of the Residual Agreement are identical to Lessee's obligations herein, Lessee agrees that any determination of Half-Life Adjustment under the Residual Agreement or any Successor Residual Agreement shall be binding on Lessee for purposes of Exhibit H to this Lease. Lessee further agrees to pay to Lessor on the expiration of the Term the amount deducted from the Agreed Residual Value (as such term is used in the Residual Agreement or any comparable term is used in any Successor Residual Agreement) pursuant to clause (y) in the definition of Agreed Residual Value. Lessor authorizes Lessee, with the participation of Lessor, to negotiate such Half-Life Adjustments and amount directly with the Manufacturer or any Person who is the counterparty to any Successor Residual Agreement. During the last six (6) months of the Term (unless Lessee shall have elected to purchase the Aircraft or renew this Lease in accordance with the terms of this Lease), with reasonable notice, Lessee will cooperate, and cause any Sublessee to cooperate, in all reasonable respects with the efforts of Lessor to sell or lease the Aircraft, including, without limitation, permitting prospective purchasers or lessees to inspect fully the Aircraft and the records relating thereto, provided that such cooperation shall not interfere with the operation or maintenance of the Aircraft by Lessee or any Sublessee. Without limiting the foregoing, Lessee agrees to fully cooperate with any requests by the Manufacturer under the Residual Agreement or any Person who is the counterparty to any Successor Residual Agreement in connection with the remarketing of the Aircraft.

Condition Upon Return. Unless purchased by Lessee pursuant to Section 19 hereof, upon Upon the termination of this Lease Sublease at the end of the Basic Term or any Renewal Term or pursuant to Section 9(c) or 15, LesseeSublessee, at its own expense, will return the Airframe Aircraft to Lessor or at a major airport the direction of Sublessor at either Minneapolis/St. Xxxx International Airport, St. Xxxx, Minnesota, or Xxxxx County Metropolitan Airport, Detroit, Michigan, as designated by Sublessor or at such other location in one of the forty-eight 48 contiguous states of the United States chosen as may be specified by Lessee, and Lessee will give Lessor at least ten (10) days' prior written notice of the place of such return; provided, however, that if Lessor shall have made the request for storage pursuant to Section 5(d) hereof, Lessee shall return the Airframe to Lessor at the site of the storage at the end of the storage periodSublessor. At the time of such return, Lessee will, unless otherwise requested by Lessor at least ninety (90) days prior to the return hereunder, cause the Aircraft, if it is not then so registered, to Aircraft will be registered under the laws of the United States with the Federal Aviation Administration in the name of the Lessor Owner or its designee, provided that Lessee shall be relieved of its obligations under this sentence if (i) such registration is prohibited by reason of the failure of Lessor or its designee to be eligible on such date to own an aircraft registered with the Federal Aviation Administration or (ii) such registration is otherwise prohibited by applicable law; the Airframe will be fully equipped with the Engines (or other [CFM International, Inc. General Electric Model CFM56CF34-5A5] [Pxxxx & Wxxxxxx Model PW2037] 3B1 type engines or two engines of the same or another manufacturer of not less than equivalent utility, value and remaining useful life, and suitable for installation and use on the Airframe without impairing the value, utility or remaining useful life of the Aircraft; provided that both engines shall be of the same make and modelsatisfactory to Sublessor) duly installed thereonthereon and properly functioning. Also, at the time of such return, such Airframe and Engines or engines (i) shall be certified (or, if not then registered under the Federal Aviation Act, shall be eligible for certification) as an airworthy aircraft by the Federal Aviation Administration, (ii) shall be free and clear of all Liens (other than Sublessor Liens (including for this purpose Liens which would be Sublessor Liens but for the proviso in the definition of Sublessor Liens), Head Lessor Liens (including for this purpose Liens which would be Head Lessor Liens but for the proviso in the definition of Head Lessor Liens), Indenture Trustee's Liens and Loan Participant Liens) and rights of third parties under pooling, interchange, overhaul, repair or other similar agreements or arrangements, (iii) shall be in as good an operating condition as when delivered by the Manufacturer to Lessee hereunderSublessor, ordinary wear and tear excepted, or, in the case of any such engines owned by LesseeSublessee, shall have a value, utility and remaining useful life at least equal to, and shall be in as good an operating condition as required been approved for substitution by the terms hereof with respect to, Engines constituting part of the Aircraft but not then installed on the AirframeSublessor, and (iv) shall be in compliance with the return conditions, if any, conditions set forth in Exhibit G. D. During the last six twelve (612) months of the Term (unless Lessee shall have elected to purchase the Aircraft or renew this Lease in accordance with the terms of this Lease)Term, with reasonable notice, Lessee Sublessee will cooperate, and cause any Sublessee to cooperate, cooperate in all reasonable respects with the efforts of Sublessor or Head Lessor to sell or lease sublease the Aircraft, including, without limitation, permitting prospective purchasers or lessees sublessees to inspect fully the Aircraft and the records relating thereto, provided provided, that such cooperation shall not interfere with the operation or maintenance of the Aircraft by Lessee Sublessee. In addition, Sublessee shall notify Sublessor in writing of its plans for meeting the return conditions contained herein prior to commencing the C-Check immediately prior to the C-Check required to be provided by Sublessee upon the return of the Aircraft, and again approximately six months prior to the Expiration Date, and Sublessee shall notify Sublessor in writing at any time within the last twelve (12) months of the Term prior to initiating any significant maintenance or any repairs designed to cause the Aircraft to meet the return conditions contained herein. Sublessor shall have the right to approve or reject Sublessee’s proposed plans for meeting the return conditions contained herein, with such approval not to be unreasonably withheld.

Condition Upon Return. Unless purchased by Lessee pursuant to Section 19 hereof, upon the termination of this Lease at the end of the Basic Term or any Renewal Term or pursuant to Section 9(c) or 15, Lessee, at its own expense, will return the Airframe to Lessor at a major airport in one of the forty-eight contiguous states of the United States chosen by LesseeLessee and reasonably acceptable to Lessor (taking into account whether the state or local government of such proposed place of return would impose any transfer taxes on Lessor in connection with a sale of the Aircraft by Lessor on the date of such return while the Aircraft is located at the place of such return), and Lessee will give Lessor at least ten (10) days' prior written notice of the place of such return; provided, however, that if Lessor shall have made the request for storage pursuant to Section 5(d) hereof, Lessee shall return the Airframe to Lessor at the site of the storage at the end of the storage period. At the time of such return, Lessee will, unless otherwise requested by Lessor at least ninety (90) days prior to the return hereunder, cause the Aircraft, if it is not then so registered, to be registered under the laws of the United States with the Federal Aviation Administration in the name of the Lessor or its designee, provided that Lessee shall be relieved of its obligations under this sentence if (i) such registration is prohibited by reason of the failure of Lessor or its designee to be eligible on such date to own an aircraft registered with the Federal Aviation Administration or (ii) such registration is otherwise prohibited by applicable law; the Airframe will be fully equipped with the Engines (or other [CFM International, Inc. Model CFM56-5A5] [Pxxxx & Wxxxxxx Model PW2037] AlliedSignal LF507 type engines or two four engines of the same or another manufacturer of not less than equivalent utility, value and remaining useful life, and suitable for installation and use on the Airframe without impairing the value, utility or remaining useful life of the Aircraft; provided that both all engines shall be of the same make and model) duly installed thereon. Also, at the time of such return, such Airframe and Engines or engines (i) shall be certified (or, if not then registered under the Federal Aviation Act, shall be eligible for certification) as an airworthy aircraft by the Federal Aviation Administration, (ii) shall be free and clear of all Liens (other than Lessor Liens (including for this purpose Liens which would be Lessor Liens but for the proviso in the definition of Lessor Liens), Indenture Trustee's Liens and Loan Participant Liens) and rights of third parties under pooling, interchange, overhaul, repair or other similar agreements or arrangements, (iii) shall be in as good an operating condition as when delivered by the Manufacturer to Lessee hereunderLessee, ordinary wear and tear excepted, or, in the case of any such engines owned by Lessee, shall have a value, utility and remaining useful life at least equal to, and shall be in as good an operating condition as required by the terms hereof with respect to, Engines constituting part of the Aircraft but not then installed on the Airframe, and (iv) shall be in compliance with the return conditions, if any, set forth in (a) unless the return conditions set forth in Exhibit G. H are applicable, Exhibit G, or (b) Exhibit H, in the event such return occurs at the expiration of this Lease on January 2, 2017 or at the expiration of any Renewal Term but only if, in any such case, Lessor shall have irrevocably exercised its option to sell the Aircraft at such expiration, and shall be simultaneously exercising its rights, pursuant to the Residual Agreement or a Successor Residual Agreement. If a Half-Life Adjustment is required to be calculated pursuant to the terms of Exhibit H, if the Half-Life Adjustment is a positive number Lessee shall pay Lessor the Half-Life Adjustment and if the Half-Life Adjustment is a negative number Lessor shall pay Lessee the Half-Life Adjustment. In view of the fact that the required return condition of the Aircraft for purposes of the Residual Agreement are identical to Lessee's obligations herein, Lessee agrees that any determination of Half-Life Adjustment under the Residual Agreement or any Successor Residual Agreement shall be binding on Lessee for purposes of Exhibit H to this Lease. Lessee further agrees to pay to Lessor on the expiration of the Term the amount deducted from the Agreed Residual Value (as such term is used in the Residual Agreement or any comparable term is used in any Successor Residual Agreement) pursuant to clause (y) in the definition of Agreed Residual Value. Lessor authorizes Lessee, with the participation of Lessor, to negotiate such Half-Life Adjustments and amount directly with the Manufacturer or any Person who is the counterparty to any Successor Residual Agreement. During the last six (6) months of the Term (unless Lessee shall have elected to purchase the Aircraft or renew this Lease in accordance with the terms of this Lease), with reasonable notice, Lessee will cooperate, and cause any Sublessee to cooperate, in all reasonable respects with the efforts of Lessor to sell or lease the Aircraft, including, without limitation, permitting prospective purchasers or lessees to inspect fully the Aircraft and the records relating thereto, provided that such cooperation shall not interfere with the operation or maintenance of the Aircraft by Lessee or any Sublessee. Without limiting the foregoing, Lessee agrees to fully cooperate with any requests by the Manufacturer under the Residual Agreement or any Person who is the counterparty to any Successor Residual Agreement in connection with the remarketing of the Aircraft.

Condition Upon Return. Unless purchased by Lessee pursuant to Section 19 hereof19, upon the termination of this Lease at the end of the Basic Term or any Renewal Term or pursuant to Section 9(c9(b) or 15, Lessee, at its own expense, will return the Airframe to Lessor at a Hartsfield Atlanta International Airport or another major airport xx xxxxx Lessee has major avionics maintenance capabilities in one of the forty-eight contiguous states of the United States chosen by Lessee, and Lessee will give Lessor at least ten (10) days' prior written notice of the place of such return; provided, however, that if Lessor shall have made the request for storage pursuant to Section 5(d) hereof, Lessee shall return the Airframe to Lessor at the site of the storage at the end of the storage period. At the time of such return, Lessee will, unless the following conditions will be met. Unless otherwise requested by Lessor at least ninety (90) days prior to the return hereundersuch return, Lessee will cause the Aircraft, if it is not then so registered, to be registered under the laws of the United States with the Federal Aviation Administration FAA in the name of the Lessor or its designee, provided that Lessee shall be relieved of its obligations under this sentence if (i) such registration is prohibited by reason of the failure of Lessor or its designee to be eligible on such date to own an aircraft registered with the Federal Aviation Administration FAA or (ii) such registration is otherwise prohibited by applicable law; the . The Airframe will be fully equipped with the Engines (or other [CFM International, Inc. Model CFM56-5A5] [Pxxxx & Wxxxxxx Model PW2037] 7B engines or two engines of the same or another manufacturer of a comparable or improved model, of not less than equivalent utility, value and remaining useful life, and suitable for installation and use on the Airframe without impairing the value, utility or remaining useful life of the Aircraft; provided that both engines shall be of the same make and model) duly installed thereon. Also, at the time of such return, such Airframe and Engines or engines (i) shall be certified (or, if not then registered under the Federal Aviation ActTransportation Code, shall be eligible for certification) as an airworthy aircraft by the Federal Aviation AdministrationFAA, (ii) shall be free and clear of all Liens (other than Lessor Liens (including for this purpose Liens which would be Lessor Liens but for the proviso in the definition of Lessor Liens), Indenture Trustee's Loan Trustee Liens and Loan Participant Noteholder Liens) and rights of third parties under pooling, interchange, overhaul, repair or other similar agreements or arrangements, (iii) shall be in as good an operating condition as when delivered to Lessee hereunder, ordinary wear and tear excepted, or, in the case of any such engines owned by Lessee, shall have a value, utility and remaining useful life at least equal to, and shall be in as good an operating condition as required by the terms hereof with respect to, to Engines constituting part of the Aircraft but not then installed on the Airframe, and (iv) shall be in compliance with the return conditions, if any, conditions set forth in Exhibit G. During J to the last six (6) months of the Term (unless Lessee shall have elected to purchase the Aircraft or renew this Lease in accordance with the terms of this Lease), with reasonable notice, Lessee will cooperate, and cause any Sublessee to cooperate, in all reasonable respects with the efforts of Lessor to sell or lease the Aircraft, including, without limitation, permitting prospective purchasers or lessees to inspect fully the Aircraft and the records relating thereto, provided that such cooperation shall not interfere with the operation or maintenance of the Aircraft by Lessee or any SublesseeParticipation Agreement.

Condition Upon Return. Unless purchased by Lessee pursuant to Section 19 hereof, upon the termination of this Lease at the end of the Basic Term or any Renewal Term or pursuant to Section 9(c) or 15, Lessee, at its own expense, will return the Airframe to Lessor at a major airport in one of the forty-eight contiguous states of the United States chosen by LesseeLessee and reasonably acceptable to Lessor (taking into account whether the state or local government of such proposed place of return would impose any transfer taxes on Lessor in connection with a sale of the Aircraft by Lessor on the date of such return while the Aircraft is located at the place of such return), and Lessee will give Lessor at least ten (10) days' prior written notice of the place of such return; provided, however, that if Lessor shall have made the request for storage pursuant to Section 5(d) hereof, Lessee shall return the Airframe to Lessor at the site of the storage at the end of the storage period. At the time of such return, Lessee will, unless otherwise requested by Lessor at least ninety (90) days prior to the return hereunder, cause the Aircraft, if it is not then so registered, to be registered under the laws of the United States with the Federal Aviation Administration in the name of the Lessor or its designee, provided that Lessee shall be relieved of its obligations under this sentence if (i) such registration is prohibited by reason of the failure of Lessor or its designee to be eligible on such date to own an aircraft registered with the Federal Aviation Administration or (ii) such registration is otherwise prohibited by applicable law; the Airframe will be fully equipped with the Engines (or other [CFM International, Inc. Model CFM56-5A5] [Pxxxx & Wxxxxxx Model PW2037] AlliedSignal LF507 type engines or two four engines of the same or another manufacturer of not less than equivalent utility, value and remaining useful life, and suitable for installation and use on the Airframe without impairing the value, utility or remaining useful life of the Aircraft; provided that both all engines shall be of the same make and model) duly installed thereon. Also, at the time of such return, such Airframe and Engines or engines (i) shall be certified (or, if not then registered under the Federal Aviation Act, shall be eligible for certification) as an airworthy aircraft by the Federal Aviation Administration, (ii) shall be free and clear of all Liens (other than Lessor Liens (including for this purpose Liens which would be Lessor Liens but for the proviso in the definition of Lessor Liens), Indenture Trustee's Liens and Loan Participant Liens) and rights of third parties under pooling, interchange, overhaul, repair or other similar agreements or arrangements, (iii) shall be in as good an operating condition as when delivered by the Manufacturer to Lessee hereunderLessee, ordinary wear and tear excepted, or, in the case of any such engines owned by Lessee, shall have a value, utility and remaining useful life at least equal to, and shall be in as good an operating condition as required by the terms hereof with respect to, Engines constituting part of the Aircraft but not then installed on the Airframe, and (iv) shall be in compliance with the return conditions, if any, set forth in (a) unless the return conditions set forth in Exhibit G. H are applicable, Exhibit G, or (b) Exhibit H, in the event such return occurs at the expiration of this Lease on January 29, 2017 or at the expiration of any Renewal Term but only if, in any such case, Lessor shall have irrevocably exercised its option to sell the Aircraft at such expiration, and shall be simultaneously exercising its rights, pursuant to the Residual Agreement or a Successor Residual Agreement. If a Half-Life Adjustment is required to be calculated pursuant to the terms of Exhibit H, if the Half-Life Adjustment is a positive number Lessee shall pay Lessor the Half-Life Adjustment and if the Half-Life Adjustment is a negative number Lessor shall pay Lessee the Half-Life Adjustment. In view of the fact that the required return condition of the Aircraft for purposes of the Residual Agreement are identical to Lessee's obligations herein, Lessee agrees that any determination of Half-Life Adjustment under the Residual Agreement or any Successor Residual Agreement shall be binding on Lessee for purposes of Exhibit H to this Lease. Lessee further agrees to pay to Lessor on the expiration of the Term the amount deducted from the Agreed Residual Value (as such term is used in the Residual Agreement or any comparable term is used in any Successor Residual Agreement) pursuant to clause (y) in the definition of Agreed Residual Value. Lessor authorizes Lessee, with the participation of Lessor, to negotiate such Half-Life Adjustments and amount directly with the Manufacturer or any Person who is the counterparty to any Successor Residual Agreement. During the last six (6) months of the Term (unless Lessee shall have elected to purchase the Aircraft or renew this Lease in accordance with the terms of this Lease), with reasonable notice, Lessee will cooperate, and cause any Sublessee to cooperate, in all reasonable respects with the efforts of Lessor to sell or lease the Aircraft, including, without limitation, permitting prospective purchasers or lessees to inspect fully the Aircraft and the records relating thereto, provided that such cooperation shall not interfere with the operation or maintenance of the Aircraft by Lessee or any Sublessee. Without limiting the foregoing, Lessee agrees to fully cooperate with any requests by the Manufacturer under the Residual Agreement or any Person who is the counterparty to any Successor Residual Agreement in connection with the remarketing of the Aircraft.

Condition Upon Return. Unless purchased by Lessee pursuant to Section 19 hereof, upon the termination of this Lease at the end of the Basic Term or any Renewal Term or pursuant to Section 9(c) or 15, Lessee, at its own expense, will return the Airframe to Lessor at a major airport in one of the forty-eight contiguous states of the United States chosen by Lessee, and Lessee will give Lessor at least ten (10) days' prior written notice of the place of such return; provided, however, that if Lessor shall have made the request for storage pursuant to Section 5(d) hereof, Lessee shall return the Airframe to Lessor at the site of the storage at the end of the storage period. At the time of such return, Lessee will, unless otherwise requested by Lessor at least ninety (90) days prior to the return hereunder, cause the Aircraft, if it is not then so registered, to be registered under the laws of the United States with the Federal Aviation Administration in the name of the Lessor or its designee, provided that Lessee shall be relieved of its obligations under this sentence if (i) such registration is prohibited by reason of the failure of Lessor or its designee to be eligible on such date to own an aircraft registered with the Federal Aviation Administration or (ii) such registration is otherwise prohibited by applicable law; the Airframe will be fully equipped with the Engines (or other [CFM International, Inc. Model CFM56-5A5] [Pxxxx & Wxxxxxx Model PW2037] AlliedSignal LF507 type engines or two four engines of the same or another manufacturer of not less than equivalent utility, value and remaining useful life, and suitable for installation and use on the Airframe without impairing the value, utility or remaining useful life of the Aircraft; provided that both all engines shall be of the same make and model) duly installed thereon. Also, at the time of such return, such Airframe and Engines or engines (i) shall be certified (or, if not then registered under the Federal Aviation Act, shall be eligible for certification) as an airworthy aircraft by the Federal Aviation Administration, (ii) shall be free and clear of all Liens (other than Lessor Liens (including for this purpose Liens which would be Lessor Liens but for the proviso in the definition of Lessor Liens), Indenture Trustee's Liens and Loan Participant Liens) and rights of third parties under pooling, interchange, overhaul, repair or other similar agreements or arrangements, (iii) shall be in as good an operating condition as when delivered to Lessee hereunder, ordinary wear and tear excepted, or, in the case of any such engines owned by Lessee, shall have a value, utility and remaining useful life at least equal to, and shall be in as good an operating condition as required by the terms hereof with respect to, Engines constituting part of the Aircraft but not then installed on the Airframe, and (iv) shall be in compliance with the return conditions, if any, set forth in (a) unless the return conditions set forth in Exhibit G. H are applicable, Exhibit G, or (b) Exhibit H, in the event such return occurs at the expiration of this Lease on [__________]or at the expiration of any Renewal Term but only if, in any such case, Lessor shall have irrevocably exercised its option to sell the Aircraft at such expiration, and shall be simultaneously exercising its rights, pursuant to the Residual Agreement [or a Successor Residual Agreement]. If a Half-Life Adjustment is required to be calculated pursuant to the terms of Exhibit H, if the Half-Life Adjustment is a positive number Lessee shall pay Lessor the Half-Life Adjustment and if the Half-Life Adjustment is a negative number Lessor shall pay Lessee the Half-Life Adjustment. During the last six (6) months of the Term (unless Lessee shall have elected to purchase the Aircraft or renew this Lease in accordance with the terms of this Lease), with reasonable notice, Lessee will cooperate, and cause any Sublessee to cooperate, in all reasonable respects with the efforts of Lessor to sell or lease the Aircraft, including, without limitation, permitting prospective purchasers or lessees to inspect fully the Aircraft and the records relating thereto, provided that such cooperation shall not interfere with the operation or maintenance of the Aircraft by Lessee or any Sublessee.

Condition Upon Return. Unless purchased by Lessee pursuant to --------------------- Section 9(b) or Section 19 hereof, upon the termination of this Lease at the end of the Basic Term or any Renewal Term or pursuant to Section 9(c) or 15Section 15 hereof, Lessee, at its own expense, will return the Airframe to Lessor at a major airport on Lessee's route system in one of the forty-eight contiguous states of the United States chosen by Lessee, and Lessee will give Lessor at least ten (10) days' days prior written notice of the place of such return; provided, however, that if Lessor shall have made the request for storage pursuant to Section 5(d) hereof, Lessee shall return the Airframe Aircraft to Lessor at the site of the storage at (in which event Lessor shall reimburse Lessee for Lessee's out-of-pocket expenses in ferrying the end Aircraft from the place it is located on the last day of the Term (provided, however, that if the Aircraft is located outside of the forty-eight contiguous states of the United States on the last day of the Term, then such expenses shall be calculated as if the Aircraft was located in San Francisco, California on the last day of the Term) to such storage periodsite). At the time of such return, (A) Lessee will, unless otherwise requested by Lessor to retain the existing registration of the Aircraft, at least ninety (90) 90 days prior to the return hereunder, cause the Aircraft, if it is not then so registered, to be registered under the laws of the United States with the Federal Aviation Administration FAA in the name of the Lessor or its designee, provided that Lessee shall be relieved of its obligations under this sentence if (i) such registration is prohibited by reason of the failure of Lessor or its designee to be eligible on such date to own an aircraft registered with the Federal Aviation Administration or Administration, and (iiB) such registration is otherwise prohibited by applicable law; the Airframe will be fully equipped with the Engines (or other [CFM InternationalUnited Technologies Corporation, Inc. Xxxxx & Xxxxxxx Group, Model CFM56-5A5] [Pxxxx & Wxxxxxx Model PW2037] PW4056 engines or two four engines of the same or another manufacturer of not less than equivalent utility, value and remaining useful life, utility and suitable for installation and use on the Airframe without impairing the value, utility or remaining useful life of the AircraftAirframe; provided that both all four engines shall be of the same make make, model and modelmanufacturer) duly installed thereon. Also, at the time of such return, such Airframe and Engines or engines (i) shall be certified (or, if not then registered under the Federal Aviation ActAct by reason of the proviso to clause (A) in the preceding sentence or because Lessor has not so requested the registration of the Aircraft, shall be eligible for certification) as an airworthy aircraft by the Federal Aviation Administration, (ii) shall be free and clear of all Liens (other than Lessor Liens (including for this purpose Liens which that would be Lessor Liens but for the proviso in to the definition of Lessor Liens), Indenture Trustee's Liens and Loan Participant Liens) and rights of third parties under pooling, interchange, overhaul, repair or other similar agreements or arrangements, (iii) shall be in a regular passenger configuration used by [First Amended and Restated Lease Agreement (1989 I)] Lessee, in as good an operating condition as when delivered by the Manufacturer to Lessee hereunderLessee, ordinary wear and tear excepted, or, and otherwise in the case condition required to be maintained under and subject to Lessee's FAA-approved maintenance plan, irrespective of any whether such engines owned Airframe or Engines have been under Sublease during the Term, (iv) in the event that Lessee shall not be using a continuous maintenance program with respect to the Airframe immediately prior to such return but instead shall be using a block overhaul program with respect to the Airframe, then (A) such block overhaul program shall have been approved by all necessary governmental approvals of the country under the laws of which the Aircraft shall then have been registered and (B) the Airframe shall have remaining until the next scheduled block overhaul at least 25% of the allowable hours between block overhauls permitted under the block overhaul program then used by Lessee, shall have a value, utility and remaining useful life at least equal to, and shall be (v) in as good an operating condition as required by the terms hereof with respect to, Engines constituting part event that Lessee during the period of operation of the Aircraft but immediately prior to such return shall not have been using an on- condition maintenance program with respect to the Engines or engines, Lessee agrees that the average number of hours or cycles of operation (whichever shall be applicable under the maintenance program then installed in use with respect to such Engines or engines) on such Engines or engines remaining until the Airframenext scheduled engine heavy maintenance shall be at least 25% of the hours or cycles (whichever shall be applicable) between engine heavy maintenance allowed under the maintenance program then in use with respect to such Engines or engines, (vi) shall have all Lessee's and any Sublessee's exterior markings removed or painted over with the areas thereof refinished to match adjacent areas, and (ivvii) shall be in compliance a state of cleanliness suitable under Lessee's normal service standards for operation in Lessee's revenue passenger service, and in all such cases the Aircraft shall not have been discriminated against whether by reason of its leased status or otherwise in maintenance, use, operation or in any other manner whatsoever. In the event that upon a return of the Aircraft pursuant to this Section 5, Lessee and Lessor cannot agree as to whether Lessee, during the period of operation of the Aircraft immediately prior to such return, shall have been using a continuous maintenance program or a block overhaul program with respect to the Airframe, then Lessee and Lessor shall mutually appoint an independent third party, satisfactory to both Lessee and Lessor, who shall make such a determination, which determination shall be conclusive and final. Lessee will provide, on a confidential basis, such independent third party with the return conditionsmaintenance program and records applicable to the Aircraft necessary to make such determination. The fee of such third party shall be paid equally by Lessor and Lessee. If clause (iv) of the first paragraph of this Section 5(a) shall be applicable but the Airframe does not meet the conditions specified in said clause (iv), if anyLessee shall pay or cause to be paid to Lessor a Dollar amount computed by multiplying (i) 120% of the direct cost to Lessee (based upon the direct cost to Lessee for similar aircraft in the fleet of Lessee) during the preceding 12 months of performing an airframe block overhaul of the type referred to in such clause (iv) by (ii) a fraction of which (x) the numerator shall be the excess of 25% of hours of operation allowable between such block overhauls over the actual number of hours of operation remaining on the Airframe to the next such block overhaul and (y) the denominator shall be the [First Amended and Restated Lease Agreement (1989 I)] number of hours of operation allowable between such block overhauls in accordance with such block overhaul program. If clause (v) of the first paragraph of this Section 5(a) shall be applicable but the Engines or engines do not meet the conditions specified in said clause (v), set forth Lessee shall pay or cause to be paid to Lessor a Dollar amount, in Exhibit G. regard to each Engine or engine, as the case may be, computed by multiplying (i) 120% of the direct cost to Lessee (based upon the direct cost to Lessee for similar aircraft in the fleet of Lessee) during the preceding 12 months of performing for an engine of the same model as the Engines the scheduled engine heavy maintenance under the maintenance program then used by Lessee for engines of the same model as the Engines, by (ii) a fraction of which (x) the numerator shall be the excess of 25% of the hours or cycles of operation of one Engine (whichever is applicable) between engine heavy maintenance allowable under the maintenance program then in use with respect to such Engines or engines over the actual average number of hours or cycles of operation on all four Engines or engines remaining until the next such scheduled engine heavy maintenance and (y) the denominator shall be the number of hours or cycles allowable between such scheduled engine heavy maintenance. During the last six (6) months of the Term (unless Lessee shall have elected to purchase the Aircraft or renew this Lease in accordance with the terms of this Lease), with reasonable notice, Lessee will cooperate, and cause any Sublessee to cooperate, at Lessor's sole cost, in all reasonable respects with the efforts of Lessor to sell or lease the Aircraft, including, without limitation, permitting prospective purchasers or lessees to inspect fully the Aircraft and any records then required to be maintained by the records relating theretoFAA or by the applicable government agency of the country in which the Aircraft is registered, all in accordance with Section 12 hereof, provided that any such cooperation shall not interfere with the normal operation or maintenance of the Aircraft by by, or the business of, Lessee or any Sublessee.

Condition Upon Return. Unless purchased by Lessee pursuant to Section 19 hereof, upon the termination of this Lease at the end of the Basic Term or any Renewal Term or pursuant to Section 9(c) or 15, Lessee, at its own expense, will return the Airframe to Lessor at a major airport in one of the forty-eight contiguous states of the United States chosen by Lessee, and Lessee will give Lessor at least ten (10) days' prior written notice of the place of such return; provided, however, that if Lessor shall have made the request for storage pursuant to Section 5(d) hereof, Lessee shall return the Airframe to Lessor at the site of the storage at the end of the storage period. At the time of such return, Lessee will, unless otherwise requested by Lessor at least ninety (90) days prior to the return hereunder, cause the Aircraft, if it is not then so registered, to be registered under the laws of the United States with the Federal Aviation Administration in the name of the Lessor or its designee, provided that Lessee shall be relieved of its obligations under this sentence if (i) such registration is prohibited by reason of the failure of Lessor or its designee to be eligible on such date to own an aircraft registered with the Federal Aviation Administration or (ii) such registration is otherwise prohibited by applicable law; the Airframe will be fully equipped with the Engines (or other [CFM International, Inc. Xxxxx & Xxxxxxx Model CFM56-5A5] [Pxxxx & Wxxxxxx Model PW2037] PW4056 engines or two four engines of the same or another manufacturer of not less than equivalent utility, value and remaining useful life, and suitable for installation and use on the Airframe without impairing the value, utility or remaining useful life of the Aircraft; provided that both all engines shall be of the same make and model) duly installed thereon. Also, at the time of such return, such Airframe and Engines or engines (i) shall be certified (or, if not then registered under the Federal Aviation Act, shall be eligible for certification) as an airworthy aircraft by the Federal Aviation Administration, (ii) shall be free and clear of all Liens (other than Lessor Liens (including for this purpose Liens which would be Lessor Liens but for the proviso in the definition of Lessor Liens), Indenture Trustee's Liens and Loan Participant Liens) and rights of third parties under pooling, interchange, overhaul, repair or other similar agreements or arrangements, (iii) shall be in as good an operating condition as when delivered to Lessee hereunder, ordinary wear and tear excepted, or, in the case of any such engines owned by Lessee, shall have a value, utility and remaining useful life at least equal to, and shall be in as good an operating condition as required by the terms hereof with respect to, Engines constituting part of the Aircraft but not then installed on the Airframe, and (iv) shall be in compliance with the return conditions, if any, set forth in Exhibit G. During the last six (6) months of the Term (unless Lessee shall have elected to purchase the Aircraft or renew this Lease in accordance with the terms of this Lease), with reasonable notice, Lessee will cooperate, and cause any Sublessee to cooperate, in all reasonable respects with the efforts of Lessor to sell or lease the Aircraft, including, without limitation, permitting prospective purchasers or lessees to inspect fully the Aircraft and the records relating thereto, provided that such cooperation shall not interfere with the operation or maintenance of the Aircraft by Lessee or any Sublessee.

Condition Upon Return. Unless purchased by Lessee pursuant to Section 19 hereof, upon the termination of this Lease at the end of the Basic Term or any Renewal Term or pursuant to Section 9(c) or 15, Lessee, at its own expense, will return the Airframe to Lessor at a major airport in one of the forty-eight contiguous states of the United States chosen by LesseeLessee and reasonably acceptable to Lessor (taking into account whether the state or local government of such proposed place of return would impose any transfer taxes on Lessor in connection with a sale of the Aircraft by Lessor on the date of such return while the Aircraft is located at the place of such return), and Lessee will give Lessor at least ten (10) days' prior written notice of the place of such return; provided, however, that if Lessor shall have made the request for storage pursuant to Section 5(d) hereof, Lessee shall return the Airframe to Lessor at the site of the storage at the end of the storage period. At the time of such return, Lessee will, unless otherwise requested by Lessor at least ninety (90) days prior to the return hereunder, cause the Aircraft, if it is not then so registered, to be registered under the laws of the United States with the Federal Aviation Administration in the name of the Lessor or its designee, provided that Lessee shall be relieved of its obligations under this sentence if (i) such registration is prohibited by reason of the failure of Lessor or its designee to be eligible on such date to own an aircraft registered with the Federal Aviation Administration or (ii) such registration is otherwise prohibited by applicable law; the Airframe will be fully equipped with the Engines (or other [CFM International, Inc. Model CFM56-5A5] [Pxxxx & Wxxxxxx Model PW2037] AlliedSignal LF507 type engines or two four engines of the same or another manufacturer of not less than equivalent utility, value and remaining useful life, and suitable for installation and use on the Airframe without impairing the value, utility or remaining useful life of the Aircraft; provided that both all engines shall be of the same make and model) duly installed thereon. Also, at the time of such return, such Airframe and Engines or engines (i) shall be certified (or, if not then registered under the Federal Aviation Act, shall be eligible for certification) as an airworthy aircraft by the Federal Aviation Administration, (ii) shall be free and clear of all Liens (other than Lessor Liens (including for this purpose Liens which would be Lessor Liens but for the proviso in the definition of Lessor Liens), Indenture Trustee's Liens and Loan Participant Liens) and rights of third parties under pooling, interchange, overhaul, repair or other similar agreements or arrangements, (iii) shall be in as good an operating condition as when delivered by the Manufacturer to Lessee hereunderLessee, ordinary wear and tear excepted, or, in the case of any such engines owned by Lessee, shall have a value, utility and remaining useful life at least equal to, and shall be in as good an operating condition as required by the terms hereof with respect to, Engines constituting part of the Aircraft but not then installed on the Airframe, and (iv) shall be in compliance with the return conditions, if any, set forth in (a) unless the return conditions set forth in Exhibit G. H are applicable, Exhibit G, or (b) Exhibit H, in the event such return occurs at the expiration of this Lease on March 11, 2017 or at the expiration of any Renewal Term but only if, in any such case, Lessor shall have irrevocably exercised its option to sell the Aircraft at such expiration, and shall be simultaneously exercising its rights, pursuant to the Residual Agreement or a Successor Residual Agreement. If a Half-Life Adjustment is required to be calculated pursuant to the terms of Exhibit H, if the Half-Life Adjustment is a positive number Lessee shall pay Lessor the Half-Life Adjustment and if the Half-Life Adjustment is a negative number Lessor shall pay Lessee the Half-Life Adjustment. In view of the fact that the required return conditions of the Aircraft for purposes of the Residual Agreement are identical to Lessee's obligations herein, Lessee agrees that any determination of Half-Life Adjustment under the Residual Agreement or any Successor Residual Agreement shall be binding on Lessee for purposes of Exhibit H to this Lease. Lessee further agrees to pay to Lessor on the expiration of the Term the amount deducted from the Agreed Residual Value (as such term is used in the Residual Agreement or any comparable term is used in any Successor Residual Agreement) pursuant to clause (y) in the definition of Agreed Residual Value. Lessor authorizes Lessee, with the participation of Lessor, to negotiate such Half-Life Adjustments and amount directly with the Manufacturer or any Person who is the counterparty to any Successor Residual Agreement. During the last six (6) months of the Term (unless Lessee shall have elected to purchase the Aircraft or renew this Lease in accordance with the terms of this Lease), with reasonable notice, Lessee will cooperate, and cause any Sublessee to cooperate, in all reasonable respects with the efforts of Lessor to sell or lease the Aircraft, including, without limitation, permitting prospective purchasers or lessees to inspect fully the Aircraft and the records relating thereto, provided that such cooperation shall not interfere with the operation or maintenance of the Aircraft by Lessee or any Sublessee. Without limiting the foregoing, Lessee agrees to fully cooperate with any requests by the Manufacturer under the Residual Agreement or any Person who is the counterparty to any Successor Residual Agreement in connection with the remarketing of the Aircraft.

Condition Upon Return. Unless purchased by Lessee pursuant to Section 19 hereofLessee, upon the expiration, cancellation, or other termination of this Lease at the end of the Basic Term or any Renewal Term or pursuant to Section 9(c) or 15Lease, Lessee, at its own expense, Lessee will return the Airframe Aircraft (together with all Records) to Lessor at a major airport in one of the forty-eight contiguous states of the United States chosen location specified by Lessee, and Lessee will give Lessor at least ten (10) days' prior written notice of the place of such return; provided, however, that if Lessor shall have made the request for storage pursuant to Section 5(d) hereof, Lessee shall return the Airframe to Lessor at the site of the storage at the end of the storage period. At the time of such return, Lessee will, unless otherwise requested by Lessor at least ninety (90) days prior to the return hereunder, cause the Aircraft, if it is not then so registered, to be registered under the laws of the United States with the Federal Aviation Administration in the name of the Lessor or its designee, provided that Lessee within the continental U.S. The Aircraft shall be relieved of its obligations under this sentence if (i) such registration is prohibited by reason of the failure of Lessor or its designee to be eligible on such date to own an aircraft registered with the Federal Aviation Administration or (ii) such registration is otherwise prohibited by applicable law; the Airframe will be fully equipped with the Engines (or other [CFM Internationalthe same number, Inc. Model CFM56-5A5] [Pxxxx & Wxxxxxx Model PW2037] make, and model of engines or two engines as are set forth on Schedule No. 1, which shall fully comply with the Lease, and which, in the opinion of Lessor, have the same or another manufacturer of not less than equivalent improved utility, value and remaining value, useful life, performance, and efficiency (normal wear and tear excepted) as the Engines had on the Acceptance Date and are suitable for installation and use on the Airframe without impairing the value, utility or remaining useful life of the Aircraft; provided that both engines shall be of the same make and model) duly owned by Lessor and properly installed thereon. AlsoThe Aircraft, at the time of such returnLessee's expense, such Airframe and Engines or engines upon redelivery pursuant hereto (i) shall be certified (or, if not then registered under the Federal Aviation Act, shall be eligible for certification) as an airworthy aircraft by the Federal Aviation Administration, have a currently effective FAA airworthiness certificate; (ii) shall be free and clear of all Liens (other than Lessor Liens (including for this purpose Liens which would be Lessor Liens but for the proviso in the definition of Lessor Lease and any Lessor's Liens), Indenture Trustee's Liens and Loan Participant Liens) and rights of third parties under pooling, interchange, overhaul, repair or other similar agreements or arrangements, ; (iii) shall be in as good an the same configuration, coloring and appearance and in the same operating condition as when delivered to Lessee hereundercondition, ordinary wear and tear excepted, as when delivered to Lessee on the Acceptance Date or, in at Lessor's option, Lessee shall pay to Lessor an amount equal to the case actual cost of any such engines owned by Lessee, shall have a value, utility and remaining useful life at least equal to, and shall be in as good an operating condition as required by the terms hereof with respect to, Engines constituting part of the Aircraft but not then installed on the Airframe, and restoration; (iv) shall be in compliance good operating condition, physical condition and appearance (ordinary wear and tear excepted), with all systems operating normally; (v) shall have no damage history, unless such damage has been repaired in accordance with the return conditionsLease; (vi) shall have no open mandatory service bulletins or airworthiness directives, and if any, set forth in Exhibit G. During the last terminating action is required within six (6) months of the Term (unless date of return, Lessee shall have elected to purchase comply with each of the Aircraft or renew this Lease in accordance with the terms of this Lease), with reasonable notice, Lessee will cooperatesame by terminating action, and cause any Sublessee to cooperate, shall be in compliance with all reasonable respects with other Applicable Law and Maintenance Requirements; and (vii) shall be otherwise in the efforts of Lessor to sell or lease condition and repair required under the Aircraft, including, without limitation, permitting prospective purchasers or lessees to inspect fully the Aircraft and the records relating thereto, provided that such cooperation shall not interfere with the operation or maintenance of the Aircraft by Lessee or any SublesseeLease.

Condition Upon Return. Unless purchased by Lessee pursuant to Section 19 hereofLessee, upon the expiration, cancellation, or other termination of this Lease at the end of the Basic Term or any Renewal Term or pursuant to Section 9(c) or 15Lease, Lessee, at its own expense, Lessee will return the Airframe Aircraft (together with all Records) to Lessor at a major airport in one of the forty-eight contiguous states of the United States chosen location specified by Lessee, and Lessee will give Lessor at least ten (10) days' prior written notice of the place of such return; provided, however, that if Lessor shall have made the request for storage pursuant to Section 5(d) hereof, Lessee shall return the Airframe to Lessor at the site of the storage at the end of the storage period. At the time of such return, Lessee will, unless otherwise requested by Lessor at least ninety (90) days prior to the return hereunder, cause the Aircraft, if it is not then so registered, to be registered under the laws of the United States with the Federal Aviation Administration in the name of the Lessor or its designee, provided that Lessee within the continental U.S. The Aircraft shall be relieved of its obligations under this sentence if (i) such registration is prohibited by reason of the failure of Lessor or its designee to be eligible on such date to own an aircraft registered with the Federal Aviation Administration or (ii) such registration is otherwise prohibited by applicable law; the Airframe will be fully equipped with the Engines (or other [CFM Internationalthe same number, Inc. Model CFM56-5A5] [Pxxxx & Wxxxxxx Model PW2037] make, and model of engines or two engines as are set forth on Schedule No. 1, which shall fully comply with the Lease, and which, in the opinion of Lessor, have the same or another manufacturer of not less than equivalent improved utility, value and remaining value, useful life, performance, and efficiency (normal wear and tear excepted) as the Engines had on the Acceptance Date and are suitable for installation and use on the Airframe without impairing the value, utility or remaining useful life of the Aircraft; provided that both engines shall be of the same make and model) duly owned by Lessor and properly installed thereon. AlsoThe Aircraft, at the time of such returnLessee's expense, such Airframe and Engines or engines upon redelivery pursuant hereto (i) shall be certified (or, if not then registered under the Federal Aviation Act, shall be eligible for certification) as an airworthy aircraft by the Federal Aviation Administration, have a currently effective FAA airworthiness certificate; (ii) shall be free and clear of all Liens (other than Lessor Liens (including for this purpose Liens which would be Lessor Liens but for the proviso in the definition of Lessor Lease and any Lessor's Liens), Indenture Trustee's Liens and Loan Participant Liens) and rights of third parties under pooling, interchange, overhaul, repair or other similar agreements or arrangements, ; (iii) shall be in as good an the same configuration, coloring and appearance and in the same operating condition as when delivered to Lessee hereundercondition, ordinary wear and tear excepted, as when delivered to Lessee on the Acceptance Date or, in at Lessor's option, Lessee shall pay to Lessor an amount equal to the case actual cost of any such engines owned by Lessee, shall have a value, utility and remaining useful life at least equal to, and shall be in as good an operating condition as required by the terms hereof with respect to, Engines constituting part of the Aircraft but not then installed on the Airframe, and restoration; (iv) shall be in compliance good operating condition, physical condition and appearance (ordinary wear and tear excepted), with all systems operating normally; (v) shall have no damage history, unless such damage has been repaired in accordance with the return conditionsLease; (vi) shall have no open mandatory service bulletins or airworthiness directives, and if any, set forth in Exhibit G. During the last terminating action is required within six (6) months of the Term (unless date of return, Lessee shall have elected to purchase comply with each of the Aircraft or renew this Lease in accordance with the terms of this Lease), with reasonable notice, Lessee will cooperatesame by terminating action, and cause any Sublessee to cooperate, shall be in compliance with all reasonable respects with other Applicable Law and Maintenance Requirements; and (vii) shall be otherwise in the efforts of Lessor to sell or lease condition and repair required under the Aircraft, including, without limitation, permitting prospective purchasers or lessees to inspect fully the Aircraft and the records relating thereto, provided that such cooperation shall not interfere with the operation or maintenance of the Aircraft by Lessee or any Sublessee.Lease. (b)

Condition Upon Return. Unless purchased by Lessee pursuant to Section 19 hereofLessees, upon the ----------------------- expiration, cancellation, or other termination of this Lease at the end of the Basic Term or any Renewal Term or pursuant to Section 9(c) or 15Lease, Lessee, at its own expense, Lessees will return the Airframe Aircraft (together with all Records) to Lessor at a major airport in one of the forty-eight contiguous states of the United States chosen location specified by Lessee, and Lessee will give Lessor at least ten (10) days' prior written notice of the place of such return; provided, however, that if Lessor shall have made the request for storage pursuant to Section 5(d) hereof, Lessee shall return the Airframe to Lessor at the site of the storage at the end of the storage period. At the time of such return, Lessee will, unless otherwise requested by Lessor at least ninety (90) days prior to the return hereunder, cause the Aircraft, if it is not then so registered, to be registered under the laws of the United States with the Federal Aviation Administration in the name of the Lessor or its designeewithin 500 miles of Baltimore, provided that Lessee Maryland. The Aircraft shall be relieved of its obligations under this sentence if (i) such registration is prohibited by reason of the failure of Lessor or its designee to be eligible on such date to own an aircraft registered with the Federal Aviation Administration or (ii) such registration is otherwise prohibited by applicable law; the Airframe will be fully equipped with the Engines (or other [CFM International, Inc. Model CFM56-5A5] [Pxxxx & Wxxxxxx Model PW2037] engines or two engines of the same or another manufacturer of not less than equivalent utilitynumber, value and remaining useful lifemake, and model of engines as are set forth on Schedule No. 1, which shall fully comply with the Lease, and shall be, in the opinion of Lessor, in the same operating condition as the Engines had on the Acceptance Date (normal wear and tear excepted) and within the performance specifications of their manufacturer and that are suitable for installation and use on the Airframe without impairing the value, utility or remaining useful life of the Aircraft; provided that both engines shall be of the same make and model) duly owned by Lessor and properly installed thereon. AlsoThe Aircraft, at the time of such returnLessees' expense, such Airframe and Engines or engines upon redelivery pursuant hereto (i) shall be certified (or, if not then registered under the Federal Aviation Act, shall be eligible for certification) as an airworthy aircraft by the Federal Aviation Administration, have a currently effective FAA airworthiness certificate; (ii) shall be free and clear of all Liens (other than Lessor Liens (including for this purpose Liens which would be Lessor Liens but for the proviso in the definition of Lessor Lease and any Lessor's Liens), Indenture Trustee's Liens and Loan Participant Liens) and rights of third parties under pooling, interchange, overhaul, repair or other similar agreements or arrangements, ; (iii) shall be in as good an the same configuration, coloring and appearance and, in the opinion of Lessor, in the same operating condition as when delivered to Lessee hereunder, ordinary the Aircraft had on the Acceptance Date (normal wear and tear excepted) and within the performance specifications of its manufacturer, or, in at Lessor's option, Lessees shall pay to Lessor an amount equal to the case actual cost of any such engines owned by Lessee, shall have a value, utility and remaining useful life at least equal to, and shall be in as good an operating condition as required by the terms hereof with respect to, Engines constituting part of the Aircraft but not then installed on the Airframe, and restoration; (iv) shall be in compliance good operating condition, physical condition and appearance (ordinary wear and tear excepted), with all systems operating normally; (v) shall have no damage history, unless such damage has been repaired in accordance with the return conditionsLease; (vi) shall have no open mandatory service bulletins or airworthiness directives, and if any, set forth in Exhibit G. During the last terminating action is required within six (6) months of the Term (unless Lessee date of return, Lessees shall have elected to purchase comply with each of the Aircraft or renew this Lease in accordance with the terms of this Lease), with reasonable notice, Lessee will cooperatesame by terminating action, and cause any Sublessee to cooperate, shall be in compliance with all reasonable respects with other Applicable Law and Maintenance Requirements; and (vii) shall be otherwise in the efforts of Lessor to sell or lease condition and repair required under the Aircraft, including, without limitation, permitting prospective purchasers or lessees to inspect fully the Aircraft and the records relating thereto, provided that such cooperation shall not interfere with the operation or maintenance of the Aircraft by Lessee or any SublesseeLease.

Condition Upon Return. Unless purchased by Lessee pursuant to Section 19 hereof, upon the termination of this Lease at the end of the Basic Term or any Renewal Term or pursuant to Section 9(cSections 9(b) or 15, Lesseeunless Lessor has requested that Lessee return the Aircraft to a storage location pursuant to Section 5(b) (in which case the storage location provided in said Section 5(b) shall be deemed to be the return location), at its own expense, Lessee will return the Airframe to Lessor at a major airport one of Lessee's principal maintenance bases located in one of the forty-eight contiguous states of the United States chosen by Lessee, and Lessee will give Lessor at least ten (10) days' days prior written notice of the place of such return; provided, however, that if Lessor shall have made the request for storage pursuant to Section 5(d) hereof, Lessee shall return the Airframe to Lessor at the site of the storage at the end of the storage period. At the time of such return, (i) Lessee will, at its own cost and expense, unless otherwise requested by Lessor to retain the existing registration of the Aircraft at least ninety (90) days prior to the date of return hereunder, cause the Aircraft, if it is not then so registered, to be registered under the laws of the United States with the Federal Aviation Administration in the name of the Lessor or its designee, provided that Lessee shall be relieved of its obligations under this sentence if (i) such registration is prohibited by reason of the failure of Lessor Lessor, Owner Participant or its Lessor's designee to be eligible on such date to own an aircraft registered with the Federal Aviation Administration or and (ii) such registration is otherwise prohibited by applicable law; the Airframe will be fully equipped with the Engines (or other [CFM International, Inc. Model CFM56-5A5] [Pxxxx & Wxxxxxx Model PW2037] engines or two engines of the same or another manufacturer of not less than equivalent utility, value and remaining useful life, and suitable for installation and use on the Airframe without impairing the value, utility or remaining useful life of the Aircraft; provided that both engines shall be of the same make and modelAcceptable Alternate Engines) duly installed thereon. Also, at the time of such return, Lessor shall have good title to such Airframe and Engines or engines Acceptable Alternate Engines, and such Airframe and Engine or Acceptable Alternate Engines (iA) shall be certified (or, if not then registered under the Federal Aviation ActTransportation Code by reason of the proviso of clause (i) in the preceding sentence or because Lessor has so requested that the Aircraft not be so registered, shall hold a valid certificate of airworthiness issued by the country of registry and be eligible for certificationcertification by the Federal Aviation Administration) as an airworthy aircraft by the Federal Aviation Administration, (iiB) shall be free and clear of all Liens (other than Lessor Liens (including for this purpose Liens which would be Lessor Liens but for the proviso in the definition of Lessor Liens), Indenture Trustee's Liens and Loan Participant Liens) and rights of third parties under pooling, interchange, overhaul, repair or other similar agreements or arrangements, (iiiC) shall be in a regular passenger configuration, and in as good an operating a condition as when delivered by Seller to Lessee hereunderLessee, ordinary wear and tear excepted, or, and otherwise in the case condition required to be maintained under Lessee's FAA-approved maintenance plan (notwithstanding any Sublease theretofore in effect), (D) in the event that Lessee (or any Sublessee then in possession of any the Aircraft) shall not then be using a continuous maintenance program with respect to the Airframe immediately prior to such engines owned by Lessee, return but instead shall have been using a valueblock overhaul program with respect to the Airframe, utility and remaining useful life at least equal to, and then (i) such block overhaul program shall be in as good an operating condition as required have been approved by the terms hereof with respect to, Engines constituting part government of registry of the Aircraft but and (ii) the Airframe shall have remaining until the next scheduled block overhaul at least 25% of the allowable hours between block overhauls permitted under the block overhaul program then used by Lessee or such Sublessee, (E) in the event that Lessee (or any Sublessee then in possession of the Aircraft) during the period of operation of the Aircraft immediately prior to such return shall not have been using an on-condition maintenance program with respect to the Engines (or Acceptable Alternate Engines), Lessee agrees that the average number of hours or cycles of operation (whichever shall be applicable under the maintenance program then installed in use with respect to such Engines (or Acceptable Alternate Engines) on such Engines (or Acceptable Alternate Engines) remaining until the Airframenext scheduled engine heavy maintenance shall be at least 25% of the hours or cycles (whichever shall be applicable) between engine heavy maintenance allowed under the maintenance program then in use with respect to such Engines (or Acceptable Alternate Engines), (F) shall have all Lessee's and any Sublessee's exterior marking removed or painted over with areas thereof refinished to match adjacent areas, and (ivG) shall be in compliance a state of cleanliness suitable under Lessee's normal service standards for operation in Lessee's revenue passenger service and in all such cases the Aircraft shall not have been discriminated against whether by reason of its leased status or otherwise in maintenance, use, operation or in any other manner whatsoever. If clause (D) of the first paragraph of this subsection (a) shall be applicable but the Airframe does not meet the conditions specified in said clause (D), Lessee shall pay or cause to be paid to Lessor, concurrently with the return conditionsthereof, if any, set forth a Dollar amount computed by multiplying (i) 110% of the direct cost to Lessee (based upon the direct cost to Lessee for similar aircraft in Exhibit G. During the last six (6fleet of Lessee) during the preceding 12 months of performing an airframe block overhaul of the Term type referred to in such clause (unless Lessee D) by (ii) a fraction of which (x) the numerator shall have elected be the excess of 25% of the hours of operation allowable between such block overhauls over the actual number of hours of operation remaining on the Airframe to purchase the Aircraft or renew this Lease next such block overhaul and (y) the denominator shall be the number of hours of operation allowable between such block overhauls in accordance with such block overhaul program. If clause (E) of the terms first paragraph of this Leasesubsection (a) shall be applicable but the Engines (or Acceptable Alternate Engines) do not meet the conditions specified in said clause (E), with reasonable noticeLessee shall pay or cause to be paid to Lessor, Lessee will cooperate, and cause any Sublessee to cooperate, in all reasonable respects concurrently with the efforts of Lessor to sell or lease the Aircraftreturn thereof, including, without limitation, permitting prospective purchasers or lessees to inspect fully the Aircraft and the records relating thereto, provided that such cooperation shall not interfere with the operation or maintenance a Dollar amount computed by multiplying (i) 110% of the Aircraft direct cost to Lessee (based upon the direct cost to Lessee for similar aircraft in the fleet of Lessee) during the preceding 12 months of performing for an engine of the same model as the Engines (or Acceptable Alternate Engines) the scheduled engine heavy maintenance under the maintenance program then used by Lessee for engines of the same model as the Engines (or any SublesseeAcceptable Alternate Engines) by (ii) a fraction which (x) the numerator shall be the excess of 25% of the hours or cycles (whichever is applicable) of operation of one Engine between engine heavy maintenance allowable under the maintenance program then in use with respect to such Engines (or Acceptable Alternate Engines) over the actual average number of hours or cycles of operation of such Engines (or Acceptable Alternate Engines) remaining until the next such scheduled engine heavy maintenance and (y) the denominator shall be the number of hours or cycles allowable between such scheduled engine heavy maintenance.

Condition Upon Return. Unless purchased by Lessee pursuant to Section 19 hereof, upon the termination of this Lease at the end of the Basic Term or any Renewal Term or pursuant to Section 9(c) or 15, Lessee, at its own expense, will return the Airframe to Lessor at a major airport in one of the forty-eight contiguous states of the United States chosen by Lessee, and Lessee will give Lessor at least ten (10) days' -20- prior written notice of the place of such return; providedPROVIDED, howeverHOWEVER, that if Lessor shall have made the request for storage pursuant to Section 5(d) hereof, Lessee shall return the Airframe to Lessor at the site of the storage at the end of the storage period. At the time of such return, Lessee will, unless otherwise requested by Lessor at least ninety (90) days prior to the return hereunder, cause the Aircraft, if it is not then so registered, to be registered under the laws of the United States with the Federal Aviation Administration in the name of the Lessor or its designee, provided PROVIDED that Lessee shall be relieved of its obligations under this sentence if (i) such registration is prohibited by reason of the failure of Lessor or its designee to be eligible on such date to own an aircraft registered with the Federal Aviation Administration or (ii) such registration is otherwise prohibited by applicable law; the Airframe will be fully equipped with the Engines (or other [CFM International, Inc. Model CFM56-5A55A4/5A5] [Pxxxx Xxxxx & Wxxxxxx Xxxxxxx Model PW2037PW2040] [Xxxxx & Whitney Model PW4056] engines or two [two] [four] engines of the same or another manufacturer of not less than equivalent utility, value and remaining useful life, and suitable for installation and use on the Airframe without impairing the value, utility or remaining useful life of the Aircraft; provided PROVIDED that both [both] [all] engines shall be of the same make and model) duly installed thereon. Also, at the time of such return, such Airframe and Engines or engines (i) shall be certified (or, if not then registered under the Federal Aviation Act, shall be eligible for certification) as an airworthy aircraft by the Federal Aviation Administration, (ii) shall be free and clear of all Liens (other than Lessor Liens (including for this purpose Liens which would be Lessor Liens but for the proviso in the definition of Lessor Liens), Indenture Trustee's Liens and Loan Participant Liens) and rights of third parties under pooling, interchange, overhaul, repair or other similar agreements or arrangements, (iii) shall be in as good an operating condition as when delivered to Lessee hereunder, ordinary wear and tear excepted, or, in the case of any such engines owned by Lessee, shall have a value, utility and remaining useful life at least equal to, and shall be in as good an operating condition as required by the terms hereof with respect to, Engines constituting part of the Aircraft but not then installed on the Airframe, and (iv) shall be in compliance with the return conditions, if any, set forth in Exhibit EXHIBIT G. During the last six (6) months of the Term (unless Lessee shall have elected to purchase the Aircraft or renew this Lease in accordance with the terms of this Lease), with reasonable notice, Lessee will cooperate, and cause any Sublessee to cooperate, in all reasonable respects with the efforts of Lessor to sell or lease the Aircraft, including, without limitation, permitting prospective purchasers or lessees to inspect fully the Aircraft and the records relating thereto, provided PROVIDED that such cooperation shall not interfere with the operation or maintenance of the Aircraft by Lessee or any Sublessee.