Common use of Condition Upon Return Clause in Contracts

Condition Upon Return. Unless purchased by Lessee, upon the expiration, cancellation, or other termination of the Lease, Lessee will return the Aircraft (together with all Records) to Lessor at a location specified by the Lessor within the continental U.S. The Aircraft shall be fully equipped with the Engines or the same number, make, and model of 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 improved utility, value, useful life, performance, and efficiency (normal wear and tear excepted) as the Engines had on the Acceptance Date and are suitable for use on the Airframe and owned by Lessor and properly installed thereon. The Aircraft, at Lessee's expense, upon redelivery pursuant hereto (i) shall have a currently effective FAA airworthiness certificate; (ii) shall be free and clear of all Liens other than the Lease and any Lessor's Liens; (iii) shall be in the same configuration, coloring and appearance and in the same operating condition, ordinary wear and tear excepted, as when delivered to Lessee on the Acceptance Date or, at Lessor's option, Lessee shall pay to Lessor an amount equal to the actual cost of such restoration; (iv) shall be in 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 Lease; (vi) shall have no open mandatory service bulletins or airworthiness directives, and if terminating action is required within six (6) months of the date of return, Lessee shall comply with each of the same by terminating action, and shall be in compliance with all other Applicable Law and Maintenance Requirements; and (vii) shall be otherwise in the condition and repair required under the Lease.

Condition Upon Return. Unless purchased by LesseeLessee pursuant to Section 19 or 20 hereof, upon the expiration, cancellation, or other termination of this Lease at the Leaseend of the Basic Term or any Renewal Term or pursuant to Sections 9(b) or 15, unless 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), Lessee will return the Aircraft (together with all Records) Airframe to Lessor at a location specified 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 prior written notice of the place of such return. 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 within or its designee, provided that Lessee shall be relieved of its obligations under this sentence if such registration is prohibited by reason of the continental U.S. The Aircraft shall failure of Lessor, Owner Participant or Lessor's designee to be eligible on such date to own an aircraft registered with the Federal Aviation Administration and (ii) the Airframe will be fully equipped with the Engines (or the same number, make, and model of 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 improved utility, value, useful life, performance, and efficiency (normal wear and tear exceptedAcceptable Alternate Engines) as the Engines had on the Acceptance Date and are suitable for use on the Airframe and owned by Lessor and properly installed thereon. The AircraftAlso, at Lessee's expensethe time of such return, upon redelivery pursuant hereto Lessor shall have good title to such Airframe and Engines or Acceptable Alternate Engines, and such Airframe and Engine or Acceptable Alternate Engines (A) shall be certified (or, if not then registered under the Transportation 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 have hold a currently effective FAA valid certificate of airworthiness certificate; issued by the country of registry and be eligible for certification 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 the Lease Lessor Liens, Indenture Trustee's Liens and any Lessor's Loan Participant Liens; ) and rights of third parties under pooling, interchange, overhaul, repair or other similar agreements or arrangements, (iiiC) shall be in the same a regular passenger configuration, coloring and appearance and in the same operating conditionas good a condition as when delivered by Seller to Lessee, ordinary wear and tear excepted, and otherwise in the 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 the Aircraft) 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 (i) such block overhaul program shall have been approved by the government of registry of the Aircraft 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) 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 when delivered then applicable to Lessee 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 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 Acceptance Date orAircraft shall not have been discriminated against whether by reason of its leased status or otherwise in maintenance, at Lessor's optionuse, 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 Lessor be paid to Lessor, concurrently with the return thereof, 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 the fleet of Lessee) during the preceding 12 months of performing an amount equal airframe block overhaul of the type referred to in such clause (D) 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 actual cost of next such restoration; block overhaul and (ivy) the denominator shall be in good operating condition, physical condition and appearance (ordinary wear and tear excepted), with all systems operating normally; (v) shall have no damage history, unless the number of hours of operation allowable between such damage has been repaired block overhauls in accordance with the Lease; (vi) shall have no open mandatory service bulletins or airworthiness directives, and if terminating action is required within six (6) months of the date of return, Lessee shall comply with each of the same by terminating action, and shall be in compliance with all other Applicable Law and Maintenance Requirements; and (vii) shall be otherwise in the condition and repair required under the Leasesuch block overhaul program.

Condition Upon Return. Unless purchased by LesseeLessee pursuant to Section 19 or 20 hereof, upon the expiration, cancellation, or other termination of this Lease at the Leaseend of the Basic Term or any Renewal Term or pursuant to Sections 9(b) or 15, unless 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), Lessee will return the Aircraft (together with all Records) Airframe to Lessor at a location specified 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 prior written notice of the place of such return. 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 within or its designee, provided that Lessee shall be relieved of its obligations under this sentence if such registration is prohibited by reason of the continental U.S. The Aircraft shall failure of Lessor, Owner Participant or Lessor's designee to be eligible on such date to own an aircraft registered with the Federal Aviation Administration and (ii) the Airframe will be fully equipped with the Engines (or the same number, make, and model of 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 improved utility, value, useful life, performance, and efficiency (normal wear and tear exceptedAcceptable Alternate Engines) as the Engines had on the Acceptance Date and are suitable for use on the Airframe and owned by Lessor and properly installed thereon. The AircraftAlso, at Lessee's expensethe time of such return, upon redelivery pursuant hereto Lessor shall have good title to such Airframe and Engines or Acceptable Alternate Engines, and such Airframe and Engine or Acceptable Alternate Engines (A) shall be certified (or, if not then registered under the Transportation 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 have hold a currently effective FAA valid certificate of airworthiness certificate; issued by the country of registry and be eligible for certification 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 the Lease Lessor Liens, Indenture Trustee's Liens and any Lessor's Loan Participant Liens; ) and rights of third parties under pooling, interchange, overhaul, repair or other similar agreements or arrangements, (iiiC) shall be in the same a regular passenger configuration, coloring and appearance and in the same operating conditionas good a condition as when delivered by Seller to Lessee, ordinary wear and tear excepted, as when delivered and otherwise in the 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 the Aircraft) 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 (i) such block overhaul program shall have been approved by the government of registry of the Aircraft 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 in use with respect to such Engines (or Acceptable Alternate Engines) on such Engines (or Acceptable Alternate Engines) remaining until the Acceptance Date ornext 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), at Lessor(F) shall have all Lessee's optionand any Sublessee's exterior marking removed or painted over with areas thereof refinished to match adjacent areas, and (G) shall be in 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 Lessor be paid to Lessor, concurrently with the return thereof, 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 the fleet of Lessee) during the preceding 12 months of performing an amount equal airframe block overhaul of the type referred to in such clause (D) 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 actual cost next such block overhaul and (y) the denominator shall be the number of hours of operation allowable between such restoration; block overhauls in accordance with such block overhaul program. If clause (ivE) of the first paragraph of this subsection (a) shall be applicable but the Engines (or Acceptable Alternate Engines) do not meet the conditions specified in good operating condition, physical condition and appearance said clause (ordinary wear and tear exceptedE), with all systems operating normally; (v) shall have no damage history, unless such damage has been repaired in accordance with the Lease; (vi) shall have no open mandatory service bulletins or airworthiness directives, and if terminating action is required within six (6) months of the date of return, Lessee shall comply pay or cause to be paid to Lessor, concurrently with each the return thereof, 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 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 terminating action, and Lessee for engines of the same model as the Engines (or Acceptable 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 compliance use with all other Applicable Law and Maintenance Requirements; 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 (viiy) the denominator shall be otherwise in the condition and repair required under the Leasenumber of hours or cycles allowable between such scheduled engine heavy maintenance.

Condition Upon Return. Unless purchased by LesseeLessee pursuant to Section 19 hereof, upon the expiration, cancellation, or other termination of this Lease at the Leaseend of the Basic Term or any Renewal Term or pursuant to Section 9(c) or 15, Lessee Lessee, at its own expense, will return the Aircraft (together with all Records) Airframe to Lessor at a location specified 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 within 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 continental U.S. The Aircraft shall 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 the same numberother [CFM International, make, and model Inc. Model CFM56-5A5] [P▇▇▇▇ & W▇▇▇▇▇▇ Model PW2037] engines or two engines of 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 improved another manufacturer of not less than equivalent utility, value, value and remaining 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 owned by Lessor and properly model) duly installed thereon. The AircraftAlso, at Lessee's expensethe time of such return, upon redelivery pursuant hereto such Airframe and Engines or engines (i) shall have a currently effective FAA airworthiness certificate; 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 Lease proviso in the definition of Lessor Liens), Indenture Trustee's Liens and any Lessor's Loan Participant Liens; ) and rights of third parties under pooling, interchange, overhaul, repair or other similar agreements or arrangements, (iii) shall be in the same configuration, coloring and appearance and in the same as good an operating conditioncondition 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 when delivered to Lessee 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 Acceptance Date orAirframe, at Lessor's option, Lessee shall pay to Lessor an amount equal to the actual cost of such restoration; and (iv) shall be in 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 compliance with the Lease; (vi) shall have no open mandatory service bulletins or airworthiness directivesreturn conditions, and if terminating action is required within any, set forth in Exhibit G. During the last six (6) months of the date Term (unless Lessee shall have elected to purchase the Aircraft or renew this Lease in accordance with the terms of returnthis 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 comply not interfere with each the operation or maintenance of the same Aircraft by terminating action, and shall be in compliance with all other Applicable Law and Maintenance Requirements; and (vii) shall be otherwise in the condition and repair required under the LeaseLessee or any Sublessee.

Condition Upon Return. Unless purchased by Lessee, upon At the expiration, cancellation, or other termination time of a return of the Lease, Lessee will return the Aircraft (together with all Records) to Lessor at a location specified Facility Interest by the Lessor within Facility Lessee pursuant to Section 5.1 (other than a return pursuant to Section 13 or 14), the continental U.S. The Aircraft following conditions shall be fully equipped complied with, all at the Facility Lessee's sole cost and expense: (a) the Facility will be in at least as good condition as if it had been maintained, repaired and operated during the Facility Lease Term in compliance with the Engines or provisions of this Facility Lease (including, without limitation, the same numberprovisions of Section 7), make, and model of 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 improved utility, value, useful life, performance, and efficiency (normal ordinary wear and tear excepted, and there shall be no deferred maintenance in respect of the Facility; (b) as the Engines had on the Acceptance Date and are suitable for use on the Airframe and owned by Lessor and properly installed thereon. The Aircraft, at Lessee's expense, upon redelivery pursuant hereto (i) shall have a currently effective FAA airworthiness certificate; (ii) Facility Interest shall be free and clear of all Liens other than the Lease and any Lessor's Liens; Permitted Liens set forth in clauses (ii), (iii), (iv), (vi), (viii) and (ix) of the definition thereof; provided, however, that nothing in this Section 5.2(b) shall be in limit the same configuration, coloring obligations of the Facility Lessee under Section 10.1 of the Participation Agreement; (c) the Facility shall have at least the capability and appearance and in the same operating condition, ordinary wear and tear exceptedfunctional ability, as when delivered to Lessee on the Acceptance Date or, at Lessor's option, Lessee shall pay to Lessor certified by an amount equal independent professional engineer selected pursuant to the actual cost of such restoration; (iv) shall be Independent Engineer Selection Procedure, to generate electricity, on a continuous basis in good normal commercial operating conditionconditions, physical condition and appearance substantially at the ratings for which it was designed after taking into account all Modifications to the Facility made in accordance with this Facility Lease (ordinary wear and tear excepted), with all systems operating normally; ; (vd) shall have no damage history, unless such damage has been repaired in accordance with the Lease; (vi) shall have no open mandatory service bulletins or airworthiness directives, and if terminating action is required within six (6) months of the date of return, Lessee shall comply with each of the same by terminating action, and Facility shall be in material compliance with all other Applicable Law requirements of manufacturers required for the maintenance in full force and Maintenance Requirements; and effect of any material warranty then in effect with respect to the Facility; (viie) no Component of the Facility shall be otherwise a temporary Component and any replacement Component of the Facility shall satisfy the standards of Section 7.2; and (f) the Facility Lessee, at the request of the Owner Lessor, shall sell pursuant to Section 8.3 (subject to all existing encumbrances) to the Owner Lessor (or its designee or transferee) all Optional Modifications which are Severable Modifications or an undivided interest in such Optional Modifications which are Severable Modifications made to the Facility which are owned by the Facility Lessee (other than Severable Modifications referred to in the first sentence of Section 8.3). In addition to the foregoing conditions, the Facility Lessee, or an Affiliate thereof, shall enter into an agreement or other arrangements reasonably acceptable to the Owner Lessor, which arrangements, however, shall not be a condition precedent to the return of the Facility Interest (the "Support Arrangements") to provide the Owner Lessor with the Support Services; provided, that the Facility Lessee shall be bound to provide Support Services only to the extent the Facility Lessee or any domestic, unregulated Affiliate thereof is capable of providing such services and repair required is either in the business of providing such Support Services to others or performing such Support Services on its own behalf, and only to the extent that such services cannot reasonably and timely be obtained by the Owner Lessor or its Affiliates from third parties. Support Arrangements shall provide for the provision of Support Services during and after the expiration of this Facility Lease, and will provide for fair market value compensation from time to time to be paid to the Facility Lessee, or an Affiliate thereof, for the performance of such Support Services, periodically in advance on no less than on an annual basis, for such rights and the performance of other services and all such arrangements shall terminate upon expiration or early termination of the Site Lease Term or at the Owner Lessor's option. Within 180 days after the expiration or termination of this Facility Lease, the Owner Lessor shall notify the Facility Lessee of the material elements of the Support Services that the Owner Lessor desires the Facility Lessee, or its Affiliate, to continue to perform. Following such notice, the Facility Lessee and the Owner Lessor shall negotiate in good faith the terms of the fair market value, performance standards, compensation and other terms of such specified Support Services, including the circumstances under which the LeaseFacility Lessee and its Affiliates shall be released of any further obligation to provide such Support Services, and enter into contracts for the performance of the Support Services upon any such negotiated terms. Other than the Support Services covered by such contracts, the Facility Lessee will have no further obligation to provide Support Services.

Condition Upon Return. Unless purchased by LesseeLessee pursuant to Section 19 hereof, upon the expiration, cancellation, or other termination of this Lease at the Leaseend of the Basic Term or any Renewal Term or pursuant to Section 9(c) or 15, Lessee Lessee, at its own expense, will return the Aircraft (together with all Records) Airframe to Lessor at a location specified major airport in one of the forty-eight contiguous states of the United States chosen by Lessee 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 within 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 continental U.S. The Aircraft shall 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 the same number, make, and model other AlliedSignal LF507 type engines or four engines of 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 improved another manufacturer of not less than equivalent utility, value, value and remaining 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 all engines shall be of the same make and owned by Lessor and properly model) duly installed thereon. The AircraftAlso, at Lessee's expensethe time of such return, upon redelivery pursuant hereto such Airframe and Engines or engines (i) shall have a currently effective FAA airworthiness certificate; 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 Lease proviso in the definition of Lessor Liens)) and any Lessor's Liens; 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 same configuration, coloring and appearance and in the same operating conditionManufacturer to Lessee, 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 when delivered to Lessee 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 Acceptance Date orAirframe, at Lessor's option, Lessee shall pay to Lessor an amount equal to the actual cost of such restoration; and (iv) shall be in good operating conditioncompliance with the return conditions, physical condition if any, set forth in (a) unless the return conditions set forth in Exhibit 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 appearance 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 (ordinary wear and tear excepted)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 all systems operating normally; (v) shall have no damage historythe participation of Lessor, unless to negotiate such damage has been repaired in accordance Half-Life Adjustments and amount directly with the Lease; (vi) shall have no open mandatory service bulletins Manufacturer or airworthiness directives, and if terminating action any Person who is required within the counterparty to any Successor Residual Agreement. During the last six (6) months of the date Term (unless Lessee shall have elected to purchase the Aircraft or renew this Lease in accordance with the terms of returnthis 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 comply not interfere with each the operation or maintenance of the same Aircraft by terminating actionLessee or any Sublessee. Without limiting the foregoing, and shall be in compliance Lessee agrees to fully cooperate with all other Applicable Law and Maintenance Requirements; and (vii) shall be otherwise in any requests by the condition and repair required Manufacturer under the LeaseResidual 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 LesseeLessee pursuant to Section 19(b) hereof, upon the expiration, cancellation, or other termination of this Lease at the Leaseend of the Basic Term or any Renewal Term or pursuant to Section 9(b) or 15 hereof, Lessee will at its expense return the Aircraft (together with all Records) to Lessor at a location specified Lessee's maintenance base located at San Francisco International Airport (or any principal maintenance base established by the Lessor within Lessee in the continental U.S. The United States subsequent to the date hereof), provided, however, that if Lessor shall have made the request for storage pursuant to Section 5(d) hereof, Lessee shall return the Aircraft at the site of storage. At the time of such return, (A) Lessee will, at its own cost and expense, unless otherwise requested by Lessor to retain the existing 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 FAA in the name of Lessor or its designee, provided that Lessee shall be relieved of its obligations under this sentence if such registration is prohibited by reason of the failure of Lessor, the Owner Participant or Lessor's designee to be eligible on such date to own an aircraft registered with the Federal Aviation Administration, and (B) the Airframe will be fully equipped with the Engines (or the same number, make, and model of 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 improved utility, value, useful life, performance, and efficiency (normal wear and tear exceptedAcceptable Alternate Engines) as the Engines had on the Acceptance Date and are suitable for use on the Airframe and owned by Lessor and properly installed thereon. The AircraftAlso, at Lessee's expensethe time of such return, upon redelivery pursuant hereto Lessor shall have good title to such Airframe and Engines or Acceptable Alternate Engines, and such Airframe and Engines or Acceptable Alternate Engines (i) shall have be certified (or, if not then registered under the Transportation 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 currently effective FAA valid certificate of airworthiness certificate; issued by the country of registry and be eligible for certification 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 that would be Lessor Liens but for the Lease proviso to the definition of Lessor Liens)) and any Lessor's Liens; rights of third parties under pooling, interchange, overhaul, repair or other similar agreements or arrangements, (iii) shall be in the same a regular passenger configuration, coloring and appearance and in the same operating conditionas good a condition as when delivered by Lessee to Lessor, ordinary wear and tear excepted, as when delivered and otherwise in the condition required to Lessee on the Acceptance Date or, at Lessorbe maintained under Lessee's option, Lessee shall pay to Lessor an amount equal to the actual cost of such restoration; FAA-approved maintenance plan (ivnotwithstanding any Sublease theretofore in effect) shall be in 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 Lease; (vi) shall have no open mandatory service bulletins or airworthiness directives, and if terminating action is required within six (6) months of the date of return, Lessee shall comply with each of the same by terminating action, and shall be in compliance with all other Applicable Law applicable FAA regulations airworthiness directives and Maintenance Requirements; Manufacturer's mandatory service bulletins (except for regulations, directives and bulletins (viiA) shall be otherwise that permit compliance at a later time and would not, in the condition normal course of Lessee's maintenance plan, be complied with by the date of return and repair required under without discriminating on the Lease.basis of the status of the Aircraft as a leased aircraft, or (B) that are being diligently contested in good faith by Lessee, so long as such contest does not interrupt the normal use of 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 Owner 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 contest then Lessee

Condition Upon Return. Unless purchased by LesseeLessee pursuant to Section 19 hereof, upon the expiration, cancellation, or other termination of this Lease at the Leaseend of the Basic Term or any Renewal Term or pursuant to Section 9(c) or 15, Lessee Lessee, at its own expense, will return the Aircraft (together with all Records) Airframe to Lessor at a location specified major airport in one of the forty-eight contiguous states of the United States chosen by Lessee 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 within 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 continental U.S. The Aircraft shall 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 the same number, make, and model other AlliedSignal LF507 type engines or four engines of 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 improved another manufacturer of not less than equivalent utility, value, value and remaining 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 all engines shall be of the same make and owned by Lessor and properly model) duly installed thereon. The AircraftAlso, at Lessee's expensethe time of such return, upon redelivery pursuant hereto such Airframe and Engines or engines (i) shall have a currently effective FAA airworthiness certificate; 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 Lease proviso in the definition of Lessor Liens)) and any Lessor's Liens; 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 same configuration, coloring and appearance and in the same operating conditionManufacturer to Lessee, 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 when delivered to Lessee 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 Acceptance Date orAirframe, at Lessor's option, Lessee shall pay to Lessor an amount equal to the actual cost of such restoration; and (iv) shall be in good operating conditioncompliance with the return conditions, physical if any, set forth in (a) unless the return conditions set forth in Exhibit 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 and appearance 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 (ordinary wear and tear excepted)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 all systems operating normally; (v) shall have no damage historythe participation of Lessor, unless to negotiate such damage has been repaired in accordance Half-Life Adjustments and amount directly with the Lease; (vi) shall have no open mandatory service bulletins Manufacturer or airworthiness directives, and if terminating action any Person who is required within the counterparty to any Successor Residual Agreement. During the last six (6) months of the date Term (unless Lessee shall have elected to purchase the Aircraft or renew this Lease in accordance with the terms of returnthis 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 comply not interfere with each the operation or maintenance of the same Aircraft by terminating actionLessee or any Sublessee. Without limiting the foregoing, and shall be in compliance Lessee agrees to fully cooperate with all other Applicable Law and Maintenance Requirements; and (vii) shall be otherwise in any requests by the condition and repair required Manufacturer under the LeaseResidual 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 LesseeLessee pursuant to Section 19 hereof, upon the expiration, cancellation, or other termination of this Lease at the Leaseend of the Basic Term or any Renewal Term or pursuant to Section 9(c) or 15, Lessee Lessee, at its own expense, will return the Aircraft (together with all Records) Airframe to Lessor at a location specified major airport in one of the forty-eight contiguous states of the United States chosen by Lessee 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 within 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 continental U.S. The Aircraft shall 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 the same number, make, and model other AlliedSignal LF507 type engines or four engines of 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 improved another manufacturer of not less than equivalent utility, value, value and remaining 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 all engines shall be of the same make and owned by Lessor and properly model) duly installed thereon. The AircraftAlso, at Lessee's expensethe time of such return, upon redelivery pursuant hereto such Airframe and Engines or engines (i) shall have a currently effective FAA airworthiness certificate; 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 Lease proviso in the definition of Lessor Liens)) and any Lessor's Liens; 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 same configuration, coloring and appearance and in the same operating conditionManufacturer to Lessee, 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 when delivered to Lessee 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 Acceptance Date orAirframe, at Lessor's option, Lessee shall pay to Lessor an amount equal to the actual cost of such restoration; and (iv) shall be in good operating conditioncompliance with the return conditions, physical condition if any, set forth in (a) unless the return conditions set forth in Exhibit 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 appearance 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 (ordinary wear and tear excepted)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 all systems operating normally; (v) shall have no damage historythe participation of Lessor, unless to negotiate such damage has been repaired in accordance Half-Life Adjustments and amount directly with the Lease; (vi) shall have no open mandatory service bulletins Manufacturer or airworthiness directives, and if terminating action any Person who is required within the counterparty to any Successor Residual Agreement. During the last six (6) months of the date Term (unless Lessee shall have elected to purchase the Aircraft or renew this Lease in accordance with the terms of returnthis 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 comply not interfere with each the operation or maintenance of the same Aircraft by terminating actionLessee or any Sublessee. Without limiting the foregoing, and shall be in compliance Lessee agrees to fully cooperate with all other Applicable Law and Maintenance Requirements; and (vii) shall be otherwise in any requests by the condition and repair required Manufacturer under the LeaseResidual 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, upon Upon the expiration, cancellation, or other termination of this Sublease at the Leaseend of the Term or pursuant to Section 15, Lessee Sublessee, at its own expense, will return the Aircraft (together with all Records) to Lessor or at a the direction of Sublessor at either Minneapolis/St. ▇▇▇▇ International Airport, St. ▇▇▇▇, Minnesota, or ▇▇▇▇▇ County Metropolitan Airport, Detroit, Michigan, as designated by Sublessor or at such other location in the 48 contiguous states of the United States as may be specified by Sublessor. At the Lessor within time of such return, the continental U.S. The Aircraft shall will be registered under the laws of the United States in the name of the Owner or its designee; the Airframe will be fully equipped with the Engines (or other General Electric Model CF34-3B1 type engines satisfactory to Sublessor) duly installed thereon and properly functioning. Also, at the same numbertime of such return, make, and model of 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 improved utility, value, useful life, performance, and efficiency (normal wear and tear excepted) as the Engines had on the Acceptance Date and are suitable for use on the such Airframe and owned by Lessor and properly installed thereon. The Aircraft, at Lessee's expense, upon redelivery pursuant hereto Engines or engines (i) shall have a currently effective FAA airworthiness certificate; be certified 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 Lease 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) and any Lessor's Liens; 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 same configuration, coloring and appearance and in the same operating conditionManufacturer to Sublessor, ordinary wear and tear excepted, as when delivered to Lessee on the Acceptance Date or, at Lessor's optionin the case of any such engines owned by Sublessee, Lessee shall pay to Lessor an amount equal to the actual cost of such restoration; have been approved for substitution by Sublessor, and (iv) shall be in 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 compliance with the Lease; return conditions set forth in Exhibit D. During the last twelve (vi) shall have no open mandatory service bulletins or airworthiness directives, and if terminating action is required within six (612) months of the date Term, with reasonable notice, Sublessee will cooperate in all reasonable respects with the efforts of returnSublessor or Head Lessor to sublease the Aircraft, Lessee including, without limitation, permitting prospective sublessees to inspect fully the Aircraft and the records relating thereto, provided, that such cooperation shall comply not interfere with each the operation or maintenance of the same Aircraft by terminating actionSublessee. 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 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 in compliance with all other Applicable Law and Maintenance Requirements; and (vii) shall be otherwise in the condition and repair required under the Leaseunreasonably withheld.

Condition Upon Return. Unless purchased by Lessee, upon the expiration, cancellation, cancellation or other termination of the LeaseLease (whether following an Event of Default or otherwise), Lessee Lessee, at its own expense, will return the Aircraft (together with all Records) to Lessor at a location specified by the Lessor within the continental U.S. United States and in the condition in which the Aircraft is required to be maintained pursuant to this M&R Addendum and any other applicable provisions of the Lease. The Aircraft shall be fully equipped with the Engines or the same number, make, make and model number of engines as are set forth on Schedule No. 1 to Lease Supplement No. 1, which shall fully comply with the Leasethis M&R Addendum, and which, in the opinion of Lessor, have the same or improved utility, value, useful life, performance, and efficiency (normal wear and tear excepted) as the Engines had on the Acceptance Date and are suitable for use on the Airframe and owned by Lessor and properly installed thereon. Lessee shall not be relieved of any of its duties, obligations, covenants, or agreements under the Lease (including, without limitation, its obligation to pay Rent) prior to the return of the Aircraft in the manner and condition required with respect to such return. The Aircraft, at Lessee's expense, upon redelivery pursuant hereto (i) shall have a currently effective FAA airworthiness certificate; (ii) shall be free and clear of all Liens other than the Lease and any Lessor's Liens; (iii) shall be in the same configuration, coloring and appearance configuration and in the same operating condition, ordinary wear and tear excepted, as when delivered to Lessee on the Acceptance Date or, at Lessor's option, Lessee shall pay to Lessor an amount equal to the actual cost of such restorationDate; (iv) shall be in good operating condition, in good physical condition and good appearance (ordinary wear and tear excepted), ) with all systems operating normally; (v) shall have no damage historyhistory (including, without limitation, any damage history required to be reported on a FAA Form #337 or pursuant to any other governmental reporting requirement), unless such damage has been repaired in accordance with the Leaseprovisions hereof, and after the making of such repairs, the Fair Market Sales Value of the Aircraft has not been negatively affected (or in the event that the Fair Market Sales Value of the Aircraft continues to be negatively affected after such repairs, Lessee may avoid any Default that might otherwise result therefrom by paying to Lessor an amount equal to the difference between the Fair Market Sales Value of the Aircraft without such history and the Fair Market Sales Value of the Aircraft with such history); (vi) shall have no open mandatory service bulletins or airworthiness directives, and if terminating action is required within six (6) months of the date of return, Lessee shall comply with each of the same by terminating action, and shall be in compliance with with) all mandatory service bulletins, manufacturer's directives or airworthiness directives and all other Applicable Law applicable service, maintenance, repair and Maintenance Requirements; overhaul regulations issued by the FAA and/or any Manufacturer, and (vii) shall be otherwise in the condition and repair required under the Lease.. For purposes of clause (v) of the preceding sentence, the existence and the extent of any diminution in Fair Market Sales Value contemplated therein shall be determined by mutual agreement, and if no such agreement is reached between the parties within ten (10) Business Days of Lessor's notice that it desires a valuation with respect to such damage history (the "Damage History Notice"), the parties will use the appraisal process set forth in Paragraph (c) of the Option Addendum to determine the existence and extent of such diminution. The parties will use their best efforts to complete such valuation as promptly as practicable, but, in any event, within thirty (30) Business Days after the Damage History Notice. A final determination regarding the existence and extent of any diminution shall be binding and conclusive on both parties. Upon Lessor's request, Lessee shall assign to Lessor Lessee's rights under any manufacturer's or servicer's maintenance service contracts and/or extended warranties for the Aircraft, the Engines and/or any Parts. If at the time of the return of the

Condition Upon Return. Unless purchased by LesseeOn the Date of Return, upon the expiration, cancellation, or other termination of Lessee agrees that the Lease, Lessee will return following conditions (the Aircraft (together with all Records) to Lessor at a location specified by the Lessor within the continental U.S. The Aircraft shall be fully equipped with the Engines or the same number, make, and model of 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 improved utility, value, useful life, performance, and efficiency (normal wear and tear excepted) as the Engines had on the Acceptance Date and are suitable for use on the Airframe and owned by Lessor and properly installed thereon. The Aircraft, at Lessee's expense, upon redelivery pursuant hereto (i) shall have a currently effective FAA airworthiness certificate; (ii“Return Conditions”) shall be satisfied (unless waived by the Lessor), whereupon this Facility Lease shall terminate: (a) the Undivided Interest shall be returned to the Lessor free and clear of all Liens (other than Permitted Liens of the Lease type described in clauses (a) (but only in respect of taxes attributable to periods following the Date of Return), (d), (e), (f) or (g) of the definition thereof) and any Lessor's Liens; (iii) the Facility and the Ancillary Facilities shall be in good working order and maintained in accordance with the same configurationstandards required under Section 7 hereof as of and on the date returned; (b) the Lessee shall deliver to the Lessor any manuals, coloring books, records and appearance contracts necessary or commercially advisable for the use of the Facility(except to the extent that such manuals, books, records or contracts relate to other facilities owned or operated by the Lessee and cannot be copied; provided that in the same event that such manuals, books, records or contracts relate to another such facility and cannot be copied, such manuals, books, records and contracts are otherwise freely available to the Lessor pursuant to the terms of the Support Agreement or through other arrangements satisfactory to the Owner Participant); (c) the Facility shall have at least the capability and the functional ability to generate electricity, on a continuous basis in normal commercial operating conditionconditions, substantially at the rating for which it was designed (i) after taking into account normal performance degradation as a function of (A) time, (B) ordinary wear and tear excepted, as when delivered to Lessee on the Acceptance Date or, at Lessor's option, Lessee shall pay to Lessor an amount equal and (C) all Required Modifications to the actual cost of such restoration; (iv) shall be in 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 Facility made in accordance with the this Facility Lease; (vi) shall have no open mandatory service bulletins or airworthiness directives, and if terminating action is required within six (6ii) months without derogation of the date provisions of returnSection 7.1 or 7.3, Lessee shall comply with each of the same by terminating action, and shall be in compliance with all Environmental Laws, Permits, the Consent Decree and any other administrative or judicial orders, agreements or decrees by, with or of any Governmental Entity; (d) the Lessee shall cooperate with, and assist, the Lessor with all reasonable requests of Lessor for the purposes of enabling the Lessor, to the extent permitted by Applicable Law, to obtain all environmental credits, benefits, offsets and allowances (including emission allowances under either Title IV of the Federal Clean Air Act (42 U.S.C. § 7401 et seq.), any applicable emission budget programs or any other state, regional or federal emission trading program) available under Environmental Laws and attributable to the Undivided Interest on a prospective basis at the Lessor’s expense; (e) the Lessee shall, to the extent permitted by Applicable Law, reasonably cooperate with, and assist, the Lessor (including cooperating with all reasonable requests of the Owner Participant, the Lessor or its designee, transferee or assignee) to enable the Lessor or its designee, transferee or assignee to obtain, by assignment or otherwise, or to become a co-permittee in respect of, to the extent permitted by the provisions of such Permits, an undivided interest equal to the Lessor’s Percentage in all Permits of any Governmental Entities, and all filings with and authorizations from the Midwest Independent System Operator or any applicable regional transmission organization or independent system operator, in each case that are or will be required as of the Date of Return by Applicable Law or are otherwise necessary or advisable to be obtained by Owner Participant, the Lessor or its designee, transferee or assignee in connection with its use, ownership, operation and Maintenance Requirements; maintenance of the Undivided Interest, the Ground Interest and the Ancillary Facilities Interest on or after such Return Date. Each party shall be responsible for its own costs and expenses in connection with the activities contemplated by this Section 5.2(e); (f) the Lessee, at the request of the Lessor, shall sell to the Lessor or its designee, transferee or assignee at the then fair market value thereof, determined by agreement between the Lessee and the Lessor or, absent such agreement, by an appraisal (the fees and expenses to be for the account of the Lessee) conducted according to the Appraisal Procedure, an undivided interest equal to the Lessor’s Percentage in (i) the Lessee’s right, title and interest in and to any or all Severable Modifications made to the Facility that are owned by the Lessee, and (viiii) any and all supplies, spare parts, consumables, safety equipment, and other parts or materials that are on the Facility Site; and (g) the Lessee shall deliver to the Lessor and the Owner Participant a report of a Phase I Environmental Survey of the Facility and the Facility Site and, if as a result of such survey, facts are revealed that would reasonably necessitate a report of a Phase II Environmental Survey, a Phase II Environmental Survey, not later than 12 months prior to the Date of Return or, in connection with a return other than pursuant to Section 5.1, not later than the date such Undivided Interest is returned. The Phase I Environmental Survey shall evaluate the environmental condition of and the presence or absence of any Environmental Conditions at the Facility and the Facility Site following, at a minimum, the ASTM Standard Practice – Phase I Environmental Site Assessment Process, and include an audit of the compliance of the Facility and Facility Site with applicable Environmental Laws, Permits, the Consent Decree and any other administrative or judicial orders, agreements or decrees by, with or of any Governmental Entity. The surveys shall be conducted and prepared by a reputable and nationally recognized environmental consulting firm (selected by the Lessee and reasonably acceptable to the Owner Participant) and be in form and scope reasonably satisfactory to the Owner Participant. The Phase I Environmental Survey and, if necessary, the Phase II Environmental Survey, shall be completed not more than ninety (90) days prior to the date the reports of the surveys are provided to the Lessor and Owner Participant. The cost and expense of preparing and providing such surveys shall be for the account of the Lessee. If, as a result of either such survey, any action (including, any cleaning, investigation, abatement, correction, removal or remediation) is required in order that the Facility and the Facility Site are in compliance with applicable Environmental Laws, Permits, the Consent Decree and any other administrative or judicial orders, agreements or decrees by, with or of any Governmental Entity, and the Return Conditions, the Lessee shall, at its own expense, (i) provide the Owner Participant and, so long as the Notes are outstanding and the Lien of the Indenture shall not have been discharged, the Indenture Trustee, within 90 days after the Lessee has delivered, or caused to be delivered, to the Lessor the surveys, with a plan, reasonably satisfactory to the Owner Participant and, if applicable, the Indenture Trustee, detailing actions required for the Facility and the Facility Site to be returned in compliance with the Return Conditions and applicable Environmental Laws, Permits, the Consent Decree and any other administrative or judicial orders, agreements or decrees by, with or of any Governmental Entity, and (ii) complete all actions under the plan as promptly as is reasonably practicable and without materially adversely affecting the continued operation of the Facility. The actions referred to in this Section 5.2(g) shall be otherwise completed prior to the expiration of the Basic Term or any then existing Renewal Term or early termination thereof, as applicable, in compliance with Environmental Laws, Permits, the condition Consent Decree and repair required any other administrative or judicial orders, agreements or decrees by, with or of any Governmental Entity; provided, however, if any such action cannot reasonably be completed prior to the expiration or early termination of such Lease Term, and if continued operation of the Facility would not reasonably be expected to result in strict liability being imposed upon the Lessor, the Owner Participant, the OP Guarantor or the Lessee, and if the Guarantor, on the Date of Return, is rated not less than Investment Grade, then the Lessee shall complete such action as promptly thereafter as is reasonably practicable during the period of such action following the end of such Lease Term, and provided, further that any such action shall be completed no later than twelve months after the Date of Return. Neither the provision of the surveys contemplated by this Section 5.2(g), nor any other provision of this Section 5.2(g), shall alter the obligations of any party to the Operative Documents, including those set forth in Sections 5 and 9.1 of the Participation Agreement. The obligations of the Lessee set forth in this Section 5.2(g) shall survive the termination of this Facility Lease and the expiration of the applicable Lease Term. Nothing herein contained shall obligate the Lessor to remove the Facility or the Ancillary Facilities or any portion thereof from the Facility Site. Failure to satisfy the conditions for the return of the Undivided Interest, the Ground Interest and the Ancillary Facilities Interest set forth above shall constitute a Lease Event of Default. The Site Lease, Support Agreement and the Ancillary Facilities Lease shall not terminate solely as a result of a return of the Undivided Interest pursuant to this Section 5, but shall continue and the Lessee shall continue to be obligated under the Leasesuch agreements, as applicable, in accordance with their respective terms.

Condition Upon Return. Unless purchased by LesseeLessee pursuant to Section 19 hereof, upon the expiration, cancellation, or other termination of this Lease at the Leaseend of the Basic Term or any Renewal Term or pursuant to Section 9(c) or 15, Lessee Lessee, at its own expense, will return the Aircraft (together with all Records) Airframe to Lessor at a location specified 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 within 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 continental U.S. The Aircraft shall 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 the same number, make, and model other ▇▇▇▇▇ & ▇▇▇▇▇▇▇ Model PW4056 engines or four engines of 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 improved another manufacturer of not less than equivalent utility, value, value and remaining 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 all engines shall be of the same make and owned by Lessor and properly model) duly installed thereon. The AircraftAlso, at Lessee's expensethe time of such return, upon redelivery pursuant hereto such Airframe and Engines or engines (i) shall have a currently effective FAA airworthiness certificate; 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 Lease proviso in the definition of Lessor Liens), Indenture Trustee's Liens and any Lessor's Loan Participant Liens; ) and rights of third parties under pooling, interchange, overhaul, repair or other similar agreements or arrangements, (iii) shall be in the same configuration, coloring and appearance and in the same as good an operating conditioncondition 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 when delivered to Lessee 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 Acceptance Date orAirframe, at Lessor's option, Lessee shall pay to Lessor an amount equal to the actual cost of such restoration; and (iv) shall be in 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 compliance with the Lease; (vi) shall have no open mandatory service bulletins or airworthiness directivesreturn conditions, and if terminating action is required within any, set forth in Exhibit G. During the last six (6) months of the date Term (unless Lessee shall have elected to purchase the Aircraft or renew this Lease in accordance with the terms of returnthis 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 comply not interfere with each the operation or maintenance of the same Aircraft by terminating action, and shall be in compliance with all other Applicable Law and Maintenance Requirements; and (vii) shall be otherwise in the condition and repair required under the LeaseLessee or any Sublessee.

Condition Upon Return. Unless purchased by LesseeLessees, upon the ----------------------- expiration, cancellation, or other termination of the Lease, Lessee Lessees will return the Aircraft (together with all Records) to Lessor at a location specified by the Lessor within the continental U.S. 500 miles of Baltimore, Maryland. The Aircraft shall be fully equipped with the Engines or the same number, make, and model of engines as are set forth on Schedule No. 1, which shall fully comply with the Lease, and whichshall be, in the opinion of Lessor, have in the same or improved utility, value, useful life, performance, and efficiency (normal wear and tear excepted) 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 use on the Airframe and owned by Lessor and properly installed thereon. The Aircraft, at Lessee's Lessees' expense, upon redelivery pursuant hereto (i) shall have a currently effective FAA airworthiness certificate; (ii) shall be free and clear of all Liens other than the Lease and any Lessor's Liens; (iii) shall be in the same configuration, coloring and appearance and and, in the opinion of Lessor, in the same operating condition, ordinary condition as the Aircraft had on the Acceptance Date (normal wear and tear excepted) and within the performance specifications of its manufacturer, as when delivered to Lessee on the Acceptance Date or, at Lessor's option, Lessee Lessees shall pay to Lessor an amount equal to the actual cost of such restoration; (iv) shall be in 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 Lease; (vi) shall have no open mandatory service bulletins or airworthiness directives, and if terminating action is required within six (6) months of the date of return, Lessee Lessees shall comply with each of the same by terminating action, and shall be in compliance with all other Applicable Law and Maintenance Requirements; and (vii) shall be otherwise in the condition and repair required under the Lease.

Condition Upon Return. Unless purchased by LesseeLessee pursuant to Section 19, upon the expiration, cancellation, or other termination of this Lease at the Leaseend of the Basic Term or any Renewal Term or pursuant to Section 9(b) or 15, Lessee, at its own expense, will return the Airframe to Lessor at Hartsfield Atlanta International Airport or another major airport ▇▇ ▇▇▇▇▇ 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 notice of the place of such return. At the time of such return, the following conditions will be met. Unless otherwise requested by Lessor at least ninety (90) days prior to such return, Lessee will return cause the Aircraft Aircraft, if it is not then so registered, to be registered under the laws of the United States with the FAA in the name of Lessor or its designee, provided that Lessee shall be relieved of its obligations under this sentence if (together 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 all Recordsthe FAA or (ii) to Lessor at a location specified such registration is otherwise prohibited by the Lessor within the continental U.S. applicable law. The Aircraft shall Airframe will be fully equipped with the Engines (or the same numberother CFM International, make, and model Inc. CFM56-7B engines or two engines of 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 a comparable or improved model, of not less than equivalent utility, value, value and remaining 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 owned by Lessor and properly model) duly installed thereon. The AircraftAlso, at Lessee's expensethe time of such return, upon redelivery pursuant hereto such Airframe and Engines or engines (i) shall have a currently effective FAA airworthiness certificate; be certified (or, if not then registered under the Transportation Code, shall be eligible for certification) as an airworthy aircraft by the FAA, (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 Lease proviso in the definition of Lessor Liens), Loan Trustee Liens and any Lessor's Noteholder Liens; ) and rights of third parties under pooling, interchange, overhaul, repair or other similar agreements or arrangements, (iii) shall be in the same configurationgood operating condition or, coloring and appearance and in the same case of any such engines owned by Lessee, shall be in as good operating condition, ordinary wear and tear excepted, condition as when delivered required by the terms hereof with respect to Lessee Engines constituting part of the Aircraft but not then installed on the Acceptance Date orAirframe, at Lessor's option, Lessee shall pay to Lessor an amount equal to the actual cost of such restoration; and (iv) shall be in 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 compliance with the Lease; (vi) shall have no open mandatory service bulletins or airworthiness directives, and if terminating action is required within six (6) months of return conditions set forth in Exhibit J to the date of return, Lessee shall comply with each of the same by terminating action, and shall be in compliance with all other Applicable Law and Maintenance Requirements; and (vii) shall be otherwise in the condition and repair required under the LeaseParticipation Agreement.

Condition Upon Return. Unless purchased by LesseeLessee pursuant to Section 19 hereof, upon the expiration, cancellation, or other termination of this Lease at the Leaseend of the Basic Term or any Renewal Term or pursuant to Section 9(c) or 15, Lessee Lessee, at its own expense, will return the Aircraft (together with all Records) Airframe to Lessor at a location specified 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 within 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 continental U.S. The Aircraft shall 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 the same number, make, and model other AlliedSignal LF507 type engines or four engines of 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 improved another manufacturer of not less than equivalent utility, value, value and remaining 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 all engines shall be of the same make and owned by Lessor and properly model) duly installed thereon. The AircraftAlso, at Lessee's expensethe time of such return, upon redelivery pursuant hereto such Airframe and Engines or engines (i) shall have a currently effective FAA airworthiness certificate; 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 Lease proviso in the definition of Lessor Liens), Indenture Trustee's Liens and any Lessor's Loan Participant Liens; ) and rights of third parties under pooling, interchange, overhaul, repair or other similar agreements or arrangements, (iii) shall be in the same configuration, coloring and appearance and in the same as good an operating conditioncondition 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 when delivered to Lessee 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 Acceptance Date orAirframe, at Lessor's option, Lessee shall pay to Lessor an amount equal to the actual cost of such restoration; and (iv) shall be in good operating conditioncompliance with the return conditions, physical condition if any, set forth in (a) Exhibit 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 appearance (ordinary wear and tear excepted)if the Half-Life Adjustment is a negative number Lessor shall pay Lessee the Half-Life Adjustment; provided, with all systems operating normally; (v) further, that Lessor shall only be required to make such payment if the Owner Participant shall have no damage history, unless such damage has been repaired in accordance with irrevocably exercised its option pursuant to Section 2 of the Lease; (vi) shall have no open mandatory service bulletins or airworthiness directives, and if terminating action is required within Residual Agreement. During the last six (6) months of the date Term (unless Lessee shall have elected to purchase the Aircraft or renew this Lease in accordance with the terms of returnthis 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 comply not interfere with each the operation or maintenance of the same Aircraft by terminating action, and shall be in compliance with all other Applicable Law and Maintenance Requirements; and (vii) shall be otherwise in the condition and repair required under the LeaseLessee or any Sublessee.

Condition Upon Return. Unless purchased by LesseeLessee pursuant to Section 19 hereof, upon the expiration, cancellation, or other termination of this Lease at the Leaseend of the Basic Term or any Renewal Term or pursuant to Sections 9(b) or 15, unless 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), Lessee will return the Aircraft (together with all Records) Airframe to Lessor at a location specified 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 prior written notice of the place of such return. 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 within or its designee, provided that Lessee shall be relieved of its obligations under this sentence if such registration is prohibited by reason of the continental U.S. The Aircraft shall failure of Lessor, Owner Participant or Lessor's designee to be eligible on such date to own an aircraft registered with the Federal Aviation Administration and (ii) the Airframe will be fully equipped with the Engines (or the same number, make, and model of 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 improved utility, value, useful life, performance, and efficiency (normal wear and tear exceptedAcceptable Alternate Engines) as the Engines had on the Acceptance Date and are suitable for use on the Airframe and owned by Lessor and properly installed thereon. The AircraftAlso, at Lessee's expensethe time of such return, upon redelivery pursuant hereto Lessor shall have good title to such Airframe and Engines or Acceptable Alternate Engines, and such Airframe and Engine or Acceptable Alternate Engines (A) shall be certified (or, if not then registered under the Transportation 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 have hold a currently effective FAA valid certificate of airworthiness certificate; issued by the country of registry and be eligible for certification 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 the Lease Lessor Liens, Indenture Trustee's Liens and any Lessor's Loan Participant Liens; ) and rights of third parties under pooling, interchange, overhaul, repair or other similar agreements or arrangements, (iiiC) shall be in the same a regular passenger configuration, coloring and appearance and in the same operating conditionas good a condition as when delivered by Seller to Lessee, ordinary wear and tear excepted, as when delivered and otherwise in the 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 the Aircraft) 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 (i) such block overhaul program shall have been approved by the government of registry of the Aircraft 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 in use with respect to such Engines (or Acceptable Alternate Engines) on such Engines (or Acceptable Alternate Engines) remaining until the Acceptance Date ornext 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), at Lessor(F) shall have all Lessee's optionand any Sublessee's exterior marking removed or painted over with areas thereof refinished to match adjacent areas, and (G) shall be in 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 Lessor be paid to Lessor, concurrently with the return thereof, 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 the fleet of Lessee) during the preceding 12 months of performing an amount equal airframe block overhaul of the type referred to in such clause (D) 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 actual cost next such block overhaul and (y) the denominator shall be the number of hours of operation allowable between such restoration; block overhauls in accordance with such block overhaul program. If clause (ivE) of the first paragraph of this subsection (a) shall be applicable but the Engines (or Acceptable Alternate Engines) do not meet the conditions specified in good operating condition, physical condition and appearance said clause (ordinary wear and tear exceptedE), with all systems operating normally; (v) shall have no damage history, unless such damage has been repaired in accordance with the Lease; (vi) shall have no open mandatory service bulletins or airworthiness directives, and if terminating action is required within six (6) months of the date of return, Lessee shall comply pay or cause to be paid to Lessor, concurrently with each the return thereof, 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 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 terminating action, and Lessee for engines of the same model as the Engines (or Acceptable 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 compliance use with all other Applicable Law and Maintenance Requirements; 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 (viiy) the denominator shall be otherwise in the condition and repair required under the Leasenumber of hours or cycles allowable between such scheduled engine heavy maintenance.

Condition Upon Return. Unless purchased by LesseeLessee pursuant to Section 19 hereof, upon the expiration, cancellation, or other termination of this Lease at the Leaseend of the Basic Term or any Renewal Term or pursuant to Section 9(c) or 15, Lessee Lessee, at its own expense, will return the Aircraft (together with all Records) Airframe to Lessor at a location specified 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 within 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 continental U.S. The Aircraft shall 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 the same number, make, and model other AlliedSignal LF507 type engines or four engines of 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 improved another manufacturer of not less than equivalent utility, value, value and remaining 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 all engines shall be of the same make and owned by Lessor and properly model) duly installed thereon. The AircraftAlso, at Lessee's expensethe time of such return, upon redelivery pursuant hereto such Airframe and Engines or engines (i) shall have a currently effective FAA airworthiness certificate; 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 Lease proviso in the definition of Lessor Liens), Indenture Trustee's Liens and any Lessor's Loan Participant Liens; ) and rights of third parties under pooling, interchange, overhaul, repair or other similar agreements or arrangements, (iii) shall be in the same configuration, coloring and appearance and in the same as good an operating conditioncondition 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 when delivered to Lessee 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 Acceptance Date orAirframe, at Lessor's option, Lessee shall pay to Lessor an amount equal to the actual cost of such restoration; and (iv) shall be in 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 compliance with the Leasereturn conditions, if any, set forth in (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_; (vi) 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 have no open mandatory service bulletins or airworthiness directives, pay Lessor the Half-Life Adjustment and if terminating action the Half-Life Adjustment is required within a negative number Lessor shall pay Lessee the Half-Life Adjustment. During the last six (6) months of the date Term (unless Lessee shall have elected to purchase the Aircraft or renew this Lease in accordance with the terms of returnthis 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 comply not interfere with each the operation or maintenance of the same Aircraft by terminating action, and shall be in compliance with all other Applicable Law and Maintenance Requirements; and (vii) shall be otherwise in the condition and repair required under the LeaseLessee or any Sublessee.

Condition Upon Return. Unless purchased by LesseeLessee pursuant to Section 19 hereof, upon the expiration, cancellation, or other termination of this Lease at the Leaseend of the Basic Term or any Renewal Term or pursuant to Section 9(c) or 15, Lessee Lessee, at its own expense, will return the Aircraft (together with all Records) Airframe to Lessor at a location specified 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; 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 within 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 continental U.S. The Aircraft shall 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 the same numberother [CFM International, make, and model Inc. Model CFM56-5A4/5A5] [▇▇▇▇▇ & ▇▇▇▇▇▇▇ Model PW2040] [▇▇▇▇▇ & Whitney Model PW4056] engines or [two] [four] engines of 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 improved another manufacturer of not less than equivalent utility, value, value and remaining 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] [all] engines shall be of the same make and owned by Lessor and properly model) duly installed thereon. The AircraftAlso, at Lessee's expensethe time of such return, upon redelivery pursuant hereto such Airframe and Engines or engines (i) shall have a currently effective FAA airworthiness certificate; 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 Lease proviso in the definition of Lessor Liens), Indenture Trustee's Liens and any Lessor's Loan Participant Liens; ) and rights of third parties under pooling, interchange, overhaul, repair or other similar agreements or arrangements, (iii) shall be in the same configuration, coloring and appearance and in the same as good an operating conditioncondition 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 when delivered to Lessee 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 Acceptance Date orAirframe, at Lessor's option, Lessee shall pay to Lessor an amount equal to the actual cost of such restoration; and (iv) shall be in 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 compliance with the Lease; (vi) shall have no open mandatory service bulletins or airworthiness directivesreturn conditions, and if terminating action is required within any, set forth in EXHIBIT G. During the last six (6) months of the date Term (unless Lessee shall have elected to purchase the Aircraft or renew this Lease in accordance with the terms of returnthis 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 comply not interfere with each the operation or maintenance of the same Aircraft by terminating action, and shall be in compliance with all other Applicable Law and Maintenance Requirements; and (vii) shall be otherwise in the condition and repair required under the LeaseLessee or any Sublessee.

Condition Upon Return. Unless purchased by LesseeLessee pursuant to Section 19 hereof, upon the expiration, cancellation, or other termination of this Lease at the Leaseend of the Basic Term or any Renewal Term or pursuant to Section 9(c) or 15, Lessee Lessee, at its own expense, will return the Aircraft (together with all Records) Airframe to Lessor at a location specified 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 within 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 continental U.S. The Aircraft shall 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 the same number, make, and model other AlliedSignal LF507 type engines or four engines of 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 improved another manufacturer of not less than equivalent utility, value, value and remaining 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 all engines shall be of the same make and owned by Lessor and properly model) duly installed thereon. The AircraftAlso, at Lessee's expensethe time of such return, upon redelivery pursuant hereto such Airframe and Engines or engines (i) shall have a currently effective FAA airworthiness certificate; 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 Lease proviso in the definition of Lessor Liens), Indenture Trustee's Liens and any Lessor's Loan Participant Liens; ) and rights of third parties under pooling, interchange, overhaul, repair or other similar agreements or arrangements, (iii) shall be in the same configuration, coloring and appearance and in the same as good an operating conditioncondition 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 when delivered to Lessee 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 Acceptance Date orAirframe, at Lessor's option, Lessee shall pay to Lessor an amount equal to the actual cost of such restoration; and (iv) shall be in good operating conditioncompliance with the return conditions, physical condition and appearance if any, set forth in (ordinary wear and tear excepted)a) unless the return conditions set forth in Exhibit H are applicable, with all systems operating normally; Exhibit G, or (vb) 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 no damage history, unless irrevocably exercised its option to sell the Aircraft at such damage has been repaired in accordance with the Lease; (vi) shall have no open mandatory service bulletins or airworthiness directivesexpiration, and if terminating action shall be simultaneously exercising its rights, pursuant to the Residual Agreement [or a Successor Residual Agreement]. If a Half-Life Adjustment is required within 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 date Term (unless Lessee shall have elected to purchase the Aircraft or renew this Lease in accordance with the terms of returnthis 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 comply not interfere with each the operation or maintenance of the same Aircraft by terminating action, and shall be in compliance with all other Applicable Law and Maintenance Requirements; and (vii) shall be otherwise in the condition and repair required under the LeaseLessee or any Sublessee.