Common use of Condition Upon Return Clause in Contracts

Condition Upon Return. Unless purchased by Lessee pursuant to Section 19 or 20 hereof, upon the termination of this Lease at the end of the Basic Term or any Renewal Term or pursuant to 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 Airframe to Lessor at 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 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, 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 Acceptable Alternate Engines) installed thereon. Also, at the time of such return, 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 hold a valid certificate of airworthiness 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, (B) shall be free and clear of all Liens (other than Lessor Liens, Indenture Trustee's Liens and Loan Participant Liens) and rights of third parties under pooling, interchange, overhaul, repair or other similar agreements or arrangements, (C) shall be in a regular passenger configuration, and in as 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) 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 next scheduled engine heavy maintenance shall be at least 25% of the hours or cycles (whichever shall be applicable) between engine heavy maintenance allowed under the maintenance program then in use with respect to such Engines (or Acceptable Alternate Engines), (F) shall have all Lessee's and any Sublessee's exterior marking removed or painted over with areas thereof refinished to match adjacent areas, and (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 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 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 next such block overhaul and (y) the denominator shall be the number of hours of operation allowable between such block overhauls in accordance with such block overhaul program. If clause (E) of the first paragraph of this subsection (a) shall be applicable but the Engines (or Acceptable Alternate Engines) do not meet the conditions specified in said clause (E), Lessee shall pay or cause to 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 for an engine of the same model as the Engines (or Acceptable Alternate Engines) the scheduled engine heavy maintenance under the maintenance program then used by Lessee for engines of the same model as the Engines (or Acceptable Alternate Engines) by (ii) a fraction which (x) the numerator shall be the excess of 25% of the hours or cycles (whichever is applicable) of operation of one Engine between engine heavy maintenance allowable under the maintenance program then in use with respect to such Engines (or Acceptable Alternate Engines) over the actual average number of hours or cycles of operation of such Engines (or Acceptable Alternate Engines) remaining until the next such scheduled engine heavy maintenance and (y) the denominator shall be the number of hours or cycles allowable between such scheduled engine heavy maintenance.

Condition Upon Return. Unless purchased by Lessee pursuant to Section 19 or 20 hereof, upon the termination of this Lease at the end of the Basic Term or any Renewal Term or pursuant to 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 Airframe to Lessor at 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 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, 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 Acceptable Alternate Engines) installed thereon. Also, at the time of such return, 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 hold a valid certificate of airworthiness 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, (B) shall be free and clear of all Liens (other than Lessor Liens, Indenture Trustee's Liens and Loan Participant Liens) and rights of third parties under pooling, interchange, overhaul, repair or other similar agreements or arrangements, (C) shall be in a regular passenger configuration, and in as 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) in on average, the event that Lessee (Engines or any Sublessee then in possession of the Aircraft) during the period of operation of the Aircraft immediately prior to such return Acceptable Alternate Engines shall not have been using an on-condition maintenance program with respect to operated since 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 next scheduled last engine heavy maintenance shall be at least 25shop visit more than 75% of the hours or cycles time represented by Lessee's average on-wing hang time as then applicable to mature engines employed on A330-___ aircraft in Lessee's fleet (whichever shall be applicablebased on a three (3) between engine heavy maintenance allowed under the maintenance program then in use with respect to such Engines (or Acceptable Alternate Enginesyear 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, 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 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 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 next such block overhaul and (y) the denominator shall be the number of hours of operation allowable between such block overhauls in accordance with such block overhaul program. If clause (E) of the first paragraph of this subsection (a) shall be applicable but the Engines (or Acceptable Alternate Engines) do not meet the conditions specified in said clause (E), Lessee shall pay or cause to 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 for an engine of the same model as the Engines (or Acceptable Alternate Engines) the scheduled engine heavy maintenance under the maintenance program then used by Lessee for engines of the same model as the Engines (or Acceptable Alternate Engines) by (ii) a fraction which (x) the numerator shall be the excess of 25% of the hours or cycles (whichever is applicable) of operation of one Engine between engine heavy maintenance allowable under the maintenance program then in use with respect to such Engines (or Acceptable Alternate Engines) over the actual average number of hours or cycles of operation of such Engines (or Acceptable Alternate Engines) remaining until the next such scheduled engine heavy maintenance and (y) the denominator shall be the number of hours or cycles allowable between such scheduled engine heavy maintenance.

Condition Upon Return. Unless purchased by Lessee pursuant to Section 19 or 20 hereofLessee, upon the expiration, cancellation, or other termination of this Lease at the end of the Basic Term or any Renewal Term or pursuant to 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)Lease, Lessee will return the Airframe Aircraft (together with all Records) to Lessor at one of Lessee's principal maintenance bases located in one of the forty-eight contiguous states of the United States chosen a location specified 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 or its designee, provided that Lessee within the continental U.S. The Aircraft shall be relieved of its obligations under this sentence if such registration is prohibited by reason of the 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 (or Acceptable Alternate Enginesnormal 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. AlsoThe Aircraft, at the time of such returnLessee's expense, 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 upon redelivery pursuant hereto (i) in the preceding sentence or because Lessor has so requested that the Aircraft not be so registered, shall hold have a valid certificate of currently effective FAA airworthiness 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, certificate; (Bii) shall be free and clear of all Liens (other than Lessor the Lease and any Lessor's Liens, Indenture Trustee's Liens and Loan Participant Liens) and rights of third parties under pooling, interchange, overhaul, repair or other similar agreements or arrangements, ; (Ciii) shall be in a regular passenger the same configuration, coloring and appearance and in as good a condition as when delivered by Seller to Lesseethe 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 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 next scheduled engine heavy maintenance shall be at least 25% of the hours or cycles (whichever shall be applicable) between engine heavy maintenance allowed under the maintenance program then in use with respect to such Engines (or Acceptable Alternate Engines), (F) shall have all Lessee's and any Sublessee's exterior marking removed or painted over with areas thereof refinished to match adjacent areas, and (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 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 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 next such block overhaul and (y) the denominator shall be the number of hours of operation allowable between such block overhauls in accordance with such block overhaul program. If clause (E) of the first paragraph of this subsection (a) shall be applicable but the Engines (or Acceptable Alternate Engines) do not meet the conditions specified in said clause (E), Lessee shall pay or cause to 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 for an engine of the same model as the Engines (or Acceptable Alternate Engines) the scheduled engine heavy maintenance under the maintenance program then used by Lessee for engines of the same model as the Engines (or Acceptable Alternate Engines) by (ii) a fraction which (x) the numerator shall be the excess of 25% of the hours or cycles (whichever is applicable) of operation of one Engine between engine heavy maintenance allowable under the maintenance program then in use with respect to such Engines (or Acceptable Alternate Engines) over the actual average number of hours or cycles of operation of such Engines (or Acceptable Alternate Engines) remaining until the next such scheduled engine heavy maintenance and (y) the denominator shall be the number of hours or cycles allowable between such scheduled engine heavy maintenanceLease.

Condition Upon Return. Unless purchased by Lessee pursuant to Section 19 or 20 hereof, upon the termination of this Lease at the end of the Basic Term or any Renewal Term or pursuant to Sections 9(bSection 9(c) 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, Lessee at its own expense, will return the Airframe to Lessor at one of Lessee's principal maintenance bases located a major airport in one of the forty-eight contiguous states of the United States chosen by Lessee, and Lessee will give Lessor at least ten (10) days days' prior written notice of the place of such return; provided, however, that if Lessor shall have made the request for storage pursuant to Section 5(d) hereof, Lessee shall return the Airframe to Lessor at the site of the storage at the end of the storage period. At the time of such return, (i) Lessee will, at its own cost and expense, unless otherwise requested by Lessor to retain the existing registration of the Aircraft at least ninety (90) days prior to the date of return hereunder, cause the Aircraft, if it is not then so registered, to be registered under the laws of the United States with the Federal Aviation Administration in the name of the Lessor or its designee, provided that Lessee shall be relieved of its obligations under this sentence if (i) such registration is prohibited by reason of the failure of Lessor, Owner Participant Lessor or Lessor's its designee to be eligible on such date to own an aircraft registered with the Federal Aviation Administration and or (ii) such registration is otherwise prohibited by applicable law; the Airframe will be fully equipped with the Engines (or Acceptable Alternate Enginesother [CFM International, Inc. Model CFM56-5A5] [P▇▇▇▇ & W▇▇▇▇▇▇ Model PW2037] engines or two engines of the same or another manufacturer of not less than equivalent utility, value and remaining useful life, and suitable for installation and use on the Airframe without impairing the value, utility or remaining useful life of the Aircraft; provided that both engines shall be of the same make and model) duly installed thereon. Also, at the time of such return, Lessor shall have good title to such Airframe and Engines or Acceptable Alternate Engines, and such Airframe and Engine or Acceptable Alternate Engines engines (Ai) 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 registeredFederal Aviation Act, shall hold a valid certificate of airworthiness issued by the country of registry and be eligible for certification by the Federal Aviation Administrationcertification) as an airworthy aircraft by the Federal Aviation Administration, (Bii) shall be free and clear of all Liens (other than Lessor Liens (including for this purpose Liens which would be Lessor Liens but for the proviso in the definition of Lessor Liens), Indenture Trustee's Liens and Loan Participant Liens) and rights of third parties under pooling, interchange, overhaul, repair or other similar agreements or arrangements, (Ciii) shall be in a regular passenger configuration, and in as good a an operating condition as when delivered by Seller to LesseeLessee hereunder, ordinary wear and tear excepted, and otherwise or, in the case of any such engines owned by Lessee, shall have a value, utility and remaining useful life at least equal to, and shall be in as good an operating condition as required to be maintained under Lessee's FAA-approved maintenance plan (notwithstanding any Sublease theretofore in effect)by the terms hereof with respect to, (D) in the event that Lessee (or any Sublessee then in possession Engines constituting part of the Aircraft) shall Aircraft but 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 installed on 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 next scheduled engine heavy maintenance shall be at least 25% of the hours or cycles (whichever shall be applicable) between engine heavy maintenance allowed under the maintenance program then in use with respect to such Engines (or Acceptable Alternate Engines), (F) shall have all Lessee's and any Sublessee's exterior marking removed or painted over with areas thereof refinished to match adjacent areas, and (Giv) 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 be paid to Lessor, concurrently compliance with the return thereofconditions, a Dollar amount computed by multiplying if any, set forth in Exhibit G. During the last six (i6) 110% months of the direct cost Term (unless Lessee shall have elected to Lessee (based upon purchase the direct cost to Lessee for similar aircraft in the fleet of Lessee) during the preceding 12 months of performing an airframe block overhaul of the type referred to in such clause (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 next such block overhaul and (y) the denominator shall be the number of hours of operation allowable between such block overhauls Aircraft or renew this Lease in accordance with the terms of this Lease), with reasonable notice, Lessee will cooperate, and cause any Sublessee to cooperate, in all reasonable respects with the efforts of Lessor to sell or lease the Aircraft, including, without limitation, permitting prospective purchasers or lessees to inspect fully the Aircraft and the records relating thereto, provided that such block overhaul program. If clause (E) cooperation shall not interfere with the operation or maintenance 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 said clause (E), Lessee shall pay or cause to 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 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 Aircraft by 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 use with respect to such Engines (or Acceptable Alternate Engines) over the actual average number of hours or cycles of operation of such Engines (or Acceptable Alternate Engines) remaining until the next such scheduled engine heavy maintenance and (y) the denominator shall be the number of hours or cycles allowable between such scheduled engine heavy maintenanceany Sublessee.

Condition Upon Return. Unless purchased by Lessee pursuant to Section 19 or 20 19(b) hereof, upon the termination of this Lease at the end of the Basic Term or any Renewal Term or pursuant to Sections Section 9(b) or 1515 hereof, unless Lessor has requested that Lessee will at its expense return the Aircraft to a Lessor at Lessee's maintenance base located at San Francisco International Airport (or any principal maintenance base established by Lessee in the continental United States subsequent to the date hereof), provided, however, that if Lessor shall have made the request for storage location pursuant to Section 5(b5(d) (in which case the storage location provided in said Section 5(b) shall be deemed to be the return location)hereof, Lessee will shall return the Airframe to Lessor Aircraft at one the site 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 returnstorage. At the time of such return, (iA) 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 hereunderAircraft, cause the Aircraft, if it is not then so registered, to be registered under the laws of the United States with the Federal Aviation Administration FAA in the name of the Lessor or its designee, provided that Lessee shall be relieved of its obligations under this sentence if 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 Administration, and (iiB) the Airframe will be fully equipped with the Engines (or Acceptable Alternate Engines) installed thereon. Also, at the time of such return, Lessor shall have good title to such Airframe and Engines or Acceptable Alternate Engines, and such Airframe and Engine Engines or Acceptable Alternate Engines (Ai) shall be certified (or, if not then registered under the Transportation Code by reason of the proviso of to clause (iA) in the preceding sentence or because Lessor has so requested that the Aircraft not be so registered, shall hold a valid certificate of airworthiness issued by the country of registry and be eligible for certification by the Federal Aviation AdministrationFAA) as an airworthy aircraft by the Federal Aviation Administration, (Bii) 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 proviso to the definition of Lessor Liens, Indenture Trustee's Liens and Loan Participant Liens)) and rights of third parties under pooling, interchange, overhaul, repair or other similar agreements or arrangements, (Ciii) shall be in a regular passenger configuration, and in as good a condition as when delivered by Seller Lessee to LesseeLessor, 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)) and shall be in compliance with all applicable FAA regulations airworthiness directives and Manufacturer's mandatory service bulletins (except for regulations, directives and bulletins (DA) that permit compliance at a later time and would not, in the event that Lessee (or any Sublessee then in possession normal course of Lessee's maintenance plan, be complied with by the date of return and without discriminating on the basis of the Aircraftstatus of the Aircraft as a leased aircraft, or (B) shall that are being diligently contested in good faith by Lessee, so long as such contest does not then be using a continuous maintenance program with respect to interrupt 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 normal use of the Aircraft and (ii) the Airframe shall have remaining until the next scheduled block overhaul at least 25% such contest does not involve any material risk 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 (criminal liability or any Sublessee then in possession unindemnified material risk 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 next scheduled engine heavy maintenance shall be at least 25% of the hours or cycles (whichever shall be applicable) between engine heavy maintenance allowed under the maintenance program then in use with respect to such Engines (or Acceptable Alternate Engines), (F) shall have all Lessee's and any Sublessee's exterior marking removed or painted over with areas thereof refinished to match adjacent areas, and (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 be paid civil liability to Lessor, concurrently with the return thereofOwner Participant or the Indenture Trustee (but in regard to the Indenture Trustee, only so long as the Original Loan Participant is a Dollar amount computed by multiplying 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 (ibut in regard to the Indenture Trustee, only so long as the Original Loan Participant is a Holder) 110% of the direct cost in a manner reasonably satisfactory to such Person, provided that if Lessee (based upon the direct cost to Lessee for similar aircraft in the fleet of Lessee) during the preceding 12 months of performing an airframe block overhaul of the type referred to does not prevail 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 next such block overhaul and (y) the denominator shall be the number of hours of operation allowable between such block overhauls in accordance with such block overhaul program. If clause (E) of the first paragraph of this subsection (a) shall be applicable but the Engines (or Acceptable Alternate Engines) do not meet the conditions specified in said clause (E), Lessee shall pay or cause to 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 contest then Lessee) during the preceding 12 months of performing for an engine of the same model as the Engines (or Acceptable Alternate Engines) the scheduled engine heavy maintenance under the maintenance program then used by Lessee for engines of the same model as the Engines (or Acceptable Alternate Engines) by (ii) a fraction which (x) the numerator shall be the excess of 25% of the hours or cycles (whichever is applicable) of operation of one Engine between engine heavy maintenance allowable under the maintenance program then in use with respect to such Engines (or Acceptable Alternate Engines) over the actual average number of hours or cycles of operation of such Engines (or Acceptable Alternate Engines) remaining until the next such scheduled engine heavy maintenance and (y) the denominator shall be the number of hours or cycles allowable between such scheduled engine heavy maintenance.

Condition Upon Return. Unless purchased At the time of a return of the Facility Interest by the Facility Lessee pursuant to Section 19 or 20 hereof, upon the termination of this Lease at the end of the Basic Term or any Renewal Term or pursuant to Sections 9(b) or 15, unless Lessor has requested that Lessee 5.1 (other than a return the Aircraft to a storage location pursuant to Section 5(b) (in which case 13 or 14), the storage location provided in said Section 5(b) following conditions shall be deemed to be complied with, all at the return location), Lessee will return the Airframe to Lessor at one of Facility 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 sole cost and expense: (a) the Facility will be in at least as good condition as if it had been maintained, unless otherwise requested by Lessor to retain repaired and operated during the existing registration Facility Lease Term in compliance with the provisions of this Facility Lease (including, without limitation, the provisions of Section 7), ordinary wear and tear excepted, and there shall be no deferred maintenance in respect of the Aircraft at least ninety Facility; (90) days prior to the date of return hereunder, cause the Aircraft, if it is not then so registered, to be registered under the laws of the United States with the Federal Aviation Administration in the name of the Lessor or its designee, provided that Lessee shall be relieved of its obligations under this sentence if such registration is prohibited by reason of the 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 (iib) the Airframe will be fully equipped with the Engines (or Acceptable Alternate Engines) installed thereon. Also, at the time of such return, 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 hold a valid certificate of airworthiness 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, (B) Facility Interest shall be free and clear of all Liens (other than Lessor LiensPermitted Liens set forth in clauses (ii), Indenture Trustee's Liens and Loan Participant Liens(iii), (iv), (vi), (viii) and rights (ix) of third parties under poolingthe definition thereof; provided, interchangehowever, overhaul, repair or other similar agreements or arrangements, (Cthat nothing in this Section 5.2(b) shall be limit the obligations of the Facility Lessee under Section 10.1 of the Participation Agreement; (c) the Facility shall have at least the capability and functional ability, as certified by an independent professional engineer selected pursuant to the Independent Engineer Selection Procedure, to generate electricity, on a continuous basis in a regular passenger configurationnormal commercial operating conditions, and substantially at the ratings for which it was designed after taking into account all Modifications to the Facility made in as good a condition as when delivered by Seller to Lessee, accordance with this Facility Lease (ordinary wear and tear excepted, ); (d) the Facility shall be in material compliance with all requirements of manufacturers required for the maintenance in full force and otherwise in the condition required to be maintained under Lessee's FAA-approved maintenance plan (notwithstanding effect of any Sublease theretofore in effect), (D) in the event that Lessee (or any Sublessee material warranty then in possession of the Aircraft) shall not then be using a continuous maintenance program effect with respect to the Airframe immediately prior Facility; (e) no Component of the Facility shall be 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 such return but instead shall have been using a block overhaul program with respect Section 8.3 (subject to all existing encumbrances) to the Airframe, then Owner Lessor (ior its designee or transferee) all Optional Modifications which are Severable Modifications or an undivided interest in such block overhaul program shall have been approved Optional Modifications which are Severable Modifications made to the Facility which are owned by the government Facility Lessee (other than Severable Modifications referred to in the first sentence of registry 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 Aircraft and Facility Interest (iithe "Support Arrangements") to provide the Airframe Owner Lessor with the Support Services; provided, that the Facility Lessee shall have remaining until be bound to provide Support Services only to the next scheduled block overhaul at least 25% of extent the allowable hours between block overhauls permitted under the block overhaul program then used by Facility Lessee or any domestic, unregulated Affiliate thereof is capable of providing such Sublessee, (E) services and is either in the event that Lessee (business of providing such Support Services to others or any Sublessee then in possession of the Aircraft) during the period of operation of the Aircraft immediately prior to performing such return shall not have been using an on-condition maintenance program with respect Support Services on its own behalf, and only to the Engines (extent that such services cannot reasonably and timely be obtained by the Owner Lessor or Acceptable Alternate Engines), Lessee agrees that its Affiliates from third parties. Support Arrangements shall provide for the average number provision of hours or cycles Support Services during and after the expiration 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 next scheduled engine heavy maintenance shall be at least 25% of the hours or cycles (whichever shall be applicable) between engine heavy maintenance allowed under the maintenance program then in use with respect to such Engines (or Acceptable Alternate Engines), (F) shall have all Lessee's and any Sublessee's exterior marking removed or painted over with areas thereof refinished to match adjacent areasthis Facility Lease, and (G) shall be in a state of cleanliness suitable under Lessee's normal service standards will provide 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 fair market value compensation from time to time to be paid to Lessorthe Facility Lessee, concurrently with the return or an Affiliate thereof, a Dollar amount computed by multiplying (i) 110% 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 direct cost to 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 (based upon the direct cost to Lessee for similar aircraft in the fleet of Lessee) during the preceding 12 months of performing an airframe block overhaul of the type referred 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 clause (D) by (ii) a fraction of specified Support Services, including the circumstances under which (x) the numerator Facility Lessee and its Affiliates shall be released of any further obligation to provide such Support Services, and enter into contracts for the excess of 25% performance of the hours of operation allowable between Support Services upon any such block overhauls over negotiated terms. Other than the actual number of hours of operation remaining on Support Services covered by such contracts, the Airframe Facility Lessee will have no further obligation to the next such block overhaul and (y) the denominator shall be the number of hours of operation allowable between such block overhauls in accordance with such block overhaul program. If clause (E) 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 said clause (E), Lessee shall pay or cause to 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 for an engine of the same model as the Engines (or Acceptable Alternate Engines) the scheduled engine heavy maintenance under the maintenance program then used by Lessee for engines of the same model as the Engines (or Acceptable Alternate Engines) by (ii) a fraction which (x) the numerator shall be the excess of 25% of the hours or cycles (whichever is applicable) of operation of one Engine between engine heavy maintenance allowable under the maintenance program then in use with respect to such Engines (or Acceptable Alternate Engines) over the actual average number of hours or cycles of operation of such Engines (or Acceptable Alternate Engines) remaining until the next such scheduled engine heavy maintenance and (y) the denominator shall be the number of hours or cycles allowable between such scheduled engine heavy maintenanceprovide Support Services.

Condition Upon Return. Unless purchased by Lessee pursuant to Section 19 or 20 hereof, upon the termination of this Lease at the end of the Basic Term or any Renewal Term or pursuant to 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 Airframe to Lessor at 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 returna return of a Unit Interest by the Facility Lessee to the Owner Lessor pursuant to Section 5.1 (other than a return pursuant to Section 14), (i) Lessee willthe following conditions shall be complied with, all at its own the Facility Lessee's sole cost and expense, unless otherwise requested by Lessor to retain : (a) such Unit and the existing registration of the Aircraft Related Common Facilities will be in at least ninety (90) days prior to as good condition as if they had been maintained, repaired and operated during 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 Facility Lease Term in compliance with the Federal Aviation Administration in the name provisions of the Lessor or its designeethis Facility Lease, provided that Lessee ordinary wear and tear excepted, and there shall be relieved of its obligations under this sentence if such registration is prohibited by reason of the 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 Acceptable Alternate Engines) installed thereon. Also, at the time no deferred maintenance in respect of such return, Lessor shall have good title to Unit or the Related Common Facilities; (b) 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 hold a valid certificate of airworthiness 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, (B) Unit Interest shall be free and clear of all Liens (other than Lessor Permitted Liens; (c) such Unit shall have at least the capability and functional ability to generate electricity, Indenture Trustee's Liens on a continuous basis in normal commercial operating conditions, substantially at the ratings for which it was designed after taking into account all Modifications to such Unit and Loan Participant Liens) and rights of third parties under pooling, interchange, overhaul, repair or other similar agreements or arrangements, the Related Common Facilities made in accordance with this Facility Lease (C) shall be in a regular passenger configuration, and in as good a condition as when delivered by Seller to Lessee, ordinary wear and tear excepted, ); (d) such Unit and otherwise the Related Common Facilities shall be in compliance with all requirements of manufacturers required for the condition required to be maintained under Lessee's FAA-approved maintenance plan (notwithstanding in full force and effect of any Sublease theretofore in effect), (D) in the event that Lessee (or any Sublessee material warranty then in possession of the Aircraft) shall not then be using a continuous maintenance program effect with respect to such Unit and the Airframe immediately prior Related Common Facilities; (e) no Component of such Unit or the Related Common Facilities shall be a temporary Component and any Replacement Component of such Unit or the Related Common Facilities shall satisfy the standards of Section 7.2; and (f) the Facility Lessee, at the request of the Owner Lessor, shall sell (subject to such return but instead shall have been using a block overhaul program with respect all existing encumbrances) to the AirframeOwner Lessor (or its designee) at the then Fair Market Sales Value thereof, then determined by agreement between the Facility Lessee and the Owner Lessor or, absent agreement, by an appraisal conducted according to the Appraisal Procedures, (i) an undivided interest in all Severable Modifications made to such block overhaul program shall have been approved by Unit equal to the government of registry of the Aircraft Unit Percentage, and (ii) to the Airframe shall have remaining until extent such Modifications relate to such Unit, an undivided interest in all Severable Modifications to the next scheduled block overhaul at least 25% of Related Common Facilities equal to the allowable hours between block overhauls permitted under the block overhaul program then used by Lessee or such SublesseeCommon Facilities Percentage (other than, (E) in either case, Severable Modifications referred to in the event that Lessee first sentence of Section 8.3). The appraiser's fees and expenses incurred pursuant to this clause (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 next scheduled engine heavy maintenance shall be at least 25% of the hours or cycles (whichever shall be applicable) between engine heavy maintenance allowed under the maintenance program then in use with respect to such Engines (or Acceptable Alternate Engines), (F) shall have all Lessee's and any Sublessee's exterior marking removed or painted over with areas thereof refinished to match adjacent areas, and (Gf) 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 paid by the Aircraft shall not have been discriminated against whether by reason of its leased status or otherwise in maintenance, use, operation or in any other manner whatsoever. If clause (D) of the first paragraph of this subsection (a) shall be applicable but the Airframe does not meet the conditions specified in said clause (D), Lessee shall pay or cause to be paid to Owner 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 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 next such block overhaul and (y) the denominator shall be the number of hours of operation allowable between such block overhauls in accordance with such block overhaul program. If clause (E) of the first paragraph of this subsection (a) shall be applicable but the Engines (or Acceptable Alternate Engines) do not meet the conditions specified in said clause (E), Lessee shall pay or cause to 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 for an engine of the same model as the Engines (or Acceptable Alternate Engines) the scheduled engine heavy maintenance under the maintenance program then used by Lessee for engines of the same model as the Engines (or Acceptable Alternate Engines) by (ii) a fraction which (x) the numerator shall be the excess of 25% of the hours or cycles (whichever is applicable) of operation of one Engine between engine heavy maintenance allowable under the maintenance program then in use with respect to such Engines (or Acceptable Alternate Engines) over the actual average number of hours or cycles of operation of such Engines (or Acceptable Alternate Engines) remaining until the next such scheduled engine heavy maintenance and (y) the denominator shall be the number of hours or cycles allowable between such scheduled engine heavy maintenance.

Condition Upon Return. Unless purchased by Lessee pursuant to Section 19 or 20 hereofLessees, upon the ----------------------- expiration, cancellation, or other termination of this Lease at the end of the Basic Term or any Renewal Term or pursuant to Sections 9(b) or 15Lease, unless Lessor has requested that Lessee Lessees will return the Aircraft to a storage location pursuant to Section 5(b(together with all Records) (in which case the storage location provided in said Section 5(b) shall be deemed to be the return location), Lessee will return the Airframe to Lessor at one of Lessee's principal maintenance bases located in one of the forty-eight contiguous states of the United States chosen a location specified 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 or its designeewithin 500 miles of Baltimore, provided that Lessee Maryland. The Aircraft shall be relieved of its obligations under this sentence if such registration is prohibited by reason of the 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 shall be, in the opinion of Lessor, in the same operating condition as the Engines had on the Acceptance Date (or Acceptable Alternate Enginesnormal 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. AlsoThe Aircraft, at the time of such returnLessees' expense, 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 upon redelivery pursuant hereto (i) in the preceding sentence or because Lessor has so requested that the Aircraft not be so registered, shall hold have a valid certificate of currently effective FAA airworthiness 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, certificate; (Bii) shall be free and clear of all Liens (other than Lessor the Lease and any Lessor's Liens, Indenture Trustee's Liens and Loan Participant Liens) and rights of third parties under pooling, interchange, overhaul, repair or other similar agreements or arrangements, ; (Ciii) shall be in a regular passenger the same configuration, coloring and appearance and, in as good a the opinion of Lessor, in the same operating condition as when delivered by Seller the Aircraft had on the Acceptance Date (normal wear and tear excepted) and within the performance specifications of its manufacturer, or, at Lessor's option, Lessees shall pay to LesseeLessor 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, 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 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 next scheduled engine heavy maintenance shall be at least 25% of the hours or cycles (whichever shall be applicable) between engine heavy maintenance allowed under the maintenance program then in use with respect to such Engines (or Acceptable Alternate Engines), (F) shall have all Lessee's and any Sublessee's exterior marking removed or painted over with areas thereof refinished to match adjacent areas, and (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 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 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 next such block overhaul and (y) the denominator shall be the number of hours of operation allowable between such block overhauls in accordance with such block overhaul program. If clause (E) of the first paragraph of this subsection (a) shall be applicable but the Engines (or Acceptable Alternate Engines) do not meet the conditions specified in said clause (E), Lessee shall pay or cause to 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 for an engine of the same model as the Engines (or Acceptable Alternate Engines) the scheduled engine heavy maintenance under the maintenance program then used by Lessee for engines of the same model as the Engines (or Acceptable Alternate Engines) by (ii) a fraction which (x) the numerator shall be the excess of 25% of the hours or cycles (whichever is applicable) of operation of one Engine between engine heavy maintenance allowable under the maintenance program then in use with respect to such Engines (or Acceptable Alternate Engines) over the actual average number of hours or cycles of operation of such Engines (or Acceptable Alternate Engines) remaining until the next such scheduled engine heavy maintenance and (y) the denominator shall be the number of hours or cycles allowable between such scheduled engine heavy maintenanceLease.

Condition Upon Return. Unless purchased by Lessee pursuant to Section 19 or 20 hereof, upon the termination of this Lease at the end of the Basic Term or any Renewal Term or pursuant to Sections 9(bSection 9(c) 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, Lessee at its own expense, will return the Airframe to Lessor at one of Lessee's principal maintenance bases located a major airport in one of the forty-eight contiguous states of the United States chosen by Lessee, and Lessee will give Lessor at least ten (10) days days' prior written notice of the place of such return; PROVIDED, HOWEVER, that if Lessor shall have made the request for storage pursuant to Section 5(d) hereof, Lessee shall return the Airframe to Lessor at the site of the storage at the end of the storage period. At the time of such return, (i) Lessee will, at its own cost and expense, unless otherwise requested by Lessor to retain the existing registration of the Aircraft at least ninety (90) days prior to the date of return hereunder, cause the Aircraft, if it is not then so registered, to be registered under the laws of the United States with the Federal Aviation Administration in the name of the Lessor or its designee, provided PROVIDED that Lessee shall be relieved of its obligations under this sentence if (i) such registration is prohibited by reason of the failure of Lessor, Owner Participant Lessor or Lessor's its designee to be eligible on such date to own an aircraft registered with the Federal Aviation Administration and or (ii) such registration is otherwise prohibited by applicable law; the Airframe will be fully equipped with the Engines (or Acceptable Alternate Enginesother AlliedSignal LF507 type engines or four engines of the same or another manufacturer of not less than equivalent utility, value and remaining useful life, and suitable for installation and use on the Airframe without impairing the value, utility or remaining useful life of the Aircraft; PROVIDED that all engines shall be of the same make and model) duly installed thereon. Also, at the time of such return, Lessor shall have good title to such Airframe and Engines or Acceptable Alternate Engines, and such Airframe and Engine or Acceptable Alternate Engines engines (Ai) 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 registeredFederal Aviation Act, shall hold a valid certificate of airworthiness issued by the country of registry and be eligible for certification by the Federal Aviation Administrationcertification) as an airworthy aircraft by the Federal Aviation Administration, (Bii) shall be free and clear of all Liens (other than Lessor Liens (including for this purpose Liens which would be Lessor Liens but for the proviso in the definition of Lessor Liens), Indenture Trustee's Liens and Loan Participant Liens) and rights of third parties under pooling, interchange, overhaul, repair or other similar agreements or arrangements, (Ciii) shall be in a regular passenger configuration, and in as good a an operating condition as when delivered by Seller to LesseeLessee hereunder, ordinary wear and tear excepted, and otherwise or, in the case of any such engines owned by Lessee, shall have a value, utility and remaining useful life at least equal to, and shall be in as good an operating condition as required to be maintained under Lessee's FAA-approved maintenance plan (notwithstanding any Sublease theretofore in effect)by the terms hereof with respect to, (D) in the event that Lessee (or any Sublessee then in possession Engines constituting part of the Aircraft) shall Aircraft but 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 installed on 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 next scheduled engine heavy maintenance shall be at least 25% of the hours or cycles (whichever shall be applicable) between engine heavy maintenance allowed under the maintenance program then in use with respect to such Engines (or Acceptable Alternate Engines), (F) shall have all Lessee's and any Sublessee's exterior marking removed or painted over with areas thereof refinished to match adjacent areas, and (Giv) shall be in a state of cleanliness suitable under Lessee's normal service standards for operation compliance with the return conditions, if any, set forth 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 EXHIBIT G, in the event such return occurs other than at the termination of this Lease on ____________, 201_, or (b) EXHIBIT H, in the event such return occurs at the termination of this Lease on ____________, 201_; PROVIDED that if a Half-Life Adjustment is required to be applicable but calculated pursuant to the Airframe does not meet terms of EXHIBIT H, if the conditions specified in said clause (D), Half-Life Adjustment is a positive number Lessee shall pay or cause to be paid to Lessor, concurrently with Lessor the return thereof, Half-Life Adjustment and if the Half-Life Adjustment is a Dollar amount computed by multiplying negative number Lessor shall pay Lessee the Half-Life Adjustment. During the last six (i6) 110% months of the direct cost Term (unless Lessee shall have elected to Lessee (based upon purchase the direct cost to Lessee for similar aircraft in the fleet of Lessee) during the preceding 12 months of performing an airframe block overhaul of the type referred to in such clause (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 next such block overhaul and (y) the denominator shall be the number of hours of operation allowable between such block overhauls Aircraft or renew this Lease in accordance with the terms of this Lease), with reasonable notice, Lessee will cooperate, and cause any Sublessee to cooperate, in all reasonable respects with the efforts of Lessor to sell or lease the Aircraft, including, without limitation, permitting prospective purchasers or lessees to inspect fully the Aircraft and the records relating thereto, PROVIDED that such block overhaul program. If clause (E) cooperation shall not interfere with the operation or maintenance 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 said clause (E), Lessee shall pay or cause to 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 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 Aircraft by 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 use with respect to such Engines (or Acceptable Alternate Engines) over the actual average number of hours or cycles of operation of such Engines (or Acceptable Alternate Engines) remaining until the next such scheduled engine heavy maintenance and (y) the denominator shall be the number of hours or cycles allowable between such scheduled engine heavy maintenanceany Sublessee.

Condition Upon Return. Unless purchased On the Date of Return, the Lessee agrees that the following conditions (the “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 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 the Facility and the Ancillary Facilities shall be in good working order and maintained in accordance with the standards required under Section 7 hereof as of and on the date returned; (b) the Lessee shall deliver to the Lessor any manuals, books, records and 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 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 conditions, 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 and (C) all Required Modifications to the Facility made in accordance with this Facility Lease, and (ii) without derogation of the provisions of Section 7.1 or 7.3, 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 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 (ii) 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 19 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 20 hereof, upon the termination absence of this Lease any Environmental Conditions at the end 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 Basic Term 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 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) Governmental Entity. The surveys shall be deemed 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 return location)Owner Participant. The Phase I Environmental Survey and, Lessee will return if necessary, the Airframe to Lessor at one of Lessee's principal maintenance bases located in one of the forty-eight contiguous states of the United States chosen by LesseePhase II Environmental Survey, 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 shall be completed not more than ninety (90) days prior to the date the reports of return hereunderthe 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, cause as a result of either such survey, any action (including, any cleaning, investigation, abatement, correction, removal or remediation) is required in order that the AircraftFacility 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 it is not then so registeredapplicable, the Indenture Trustee, detailing actions required for the Facility and the Facility Site to be registered under the laws of the United States returned in compliance with the Federal Aviation Administration in Return Conditions and applicable Environmental Laws, Permits, the name Consent Decree and any other administrative or judicial orders, agreements or decrees by, with or of the Lessor or its designeeany Governmental Entity, provided that Lessee shall be relieved of its obligations under this sentence if such registration is prohibited by reason of the 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) complete all actions under the Airframe will be fully equipped with plan as promptly as is reasonably practicable and without materially adversely affecting the Engines (or Acceptable Alternate Engines) installed thereoncontinued operation of the Facility. Also, at the time of such return, Lessor shall have good title The actions referred to such Airframe and Engines or Acceptable Alternate Engines, and such Airframe and Engine or Acceptable Alternate Engines (Ain this Section 5.2(g) shall be certified (orcompleted 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 Consent Decree and any other administrative or judicial orders, agreements or decrees by, with or of any Governmental Entity; provided, however, if any such action cannot then registered under reasonably be completed prior to the Transportation Code by reason expiration or early termination of such Lease Term, and if continued operation of the proviso of clause (i) Facility would not reasonably be expected to result in strict liability being imposed upon the preceding sentence Lessor, the Owner Participant, the OP Guarantor or because Lessor has so requested that the Aircraft not be so registered, shall hold a valid certificate of airworthiness issued by the country of registry and be eligible for certification by the Federal Aviation Administration) as an airworthy aircraft by the Federal Aviation Administration, (B) shall be free and clear of all Liens (other than Lessor Liens, Indenture Trustee's Liens and Loan Participant Liens) and rights of third parties under pooling, interchange, overhaul, repair or other similar agreements or arrangements, (C) shall be in a regular passenger configurationLessee, and in as good a condition as when delivered by Seller to Lesseeif the Guarantor, ordinary wear and tear exceptedon the Date of Return, 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 is rated 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 Airframeless than Investment Grade, then (i) the Lessee shall complete 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) action as promptly thereafter as is reasonably practicable during the period of operation 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 Aircraft immediately prior 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 such 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 have been using an on-condition maintenance program with respect to the Engines (or Acceptable Alternate Engines), Lessee agrees that the average number terminate solely as a result 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 next scheduled engine heavy maintenance shall be at least 25% a return of the hours or cycles (whichever Undivided Interest pursuant to this Section 5, but shall be applicable) between engine heavy maintenance allowed under continue and the maintenance program then in use with respect to such Engines (or Acceptable Alternate Engines), (F) shall have all Lessee's and any Sublessee's exterior marking removed or painted over with areas thereof refinished to match adjacent areas, and (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 continue to be paid to Lessorobligated under such agreements, concurrently with the return thereofas applicable, 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 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 next such block overhaul and (y) the denominator shall be the number of hours of operation allowable between such block overhauls in accordance with such block overhaul program. If clause (E) of the first paragraph of this subsection (a) shall be applicable but the Engines (or Acceptable Alternate Engines) do not meet the conditions specified in said clause (E), Lessee shall pay or cause to 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 for an engine of the same model as the Engines (or Acceptable Alternate Engines) the scheduled engine heavy maintenance under the maintenance program then used by Lessee for engines of the same model as the Engines (or Acceptable Alternate Engines) by (ii) a fraction which (x) the numerator shall be the excess of 25% of the hours or cycles (whichever is applicable) of operation of one Engine between engine heavy maintenance allowable under the maintenance program then in use with respect to such Engines (or Acceptable Alternate Engines) over the actual average number of hours or cycles of operation of such Engines (or Acceptable Alternate Engines) remaining until the next such scheduled engine heavy maintenance and (y) the denominator shall be the number of hours or cycles allowable between such scheduled engine heavy maintenancetheir respective terms.

Condition Upon Return. Unless purchased by Lessee pursuant to Section 19 or 20 hereof19, upon the termination of this Lease at the end of the Basic Term or any Renewal Term or pursuant to Sections Section 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, Lessee at its own expense, will return the Airframe to Lessor at one of Lessee's principal Hartsfield Atlanta International Airport or another major airport ▇▇ ▇▇▇▇▇ Lessee has major avionics maintenance bases located 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 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 the following conditions will be met. Unless otherwise requested by Lessor to retain the existing registration of the Aircraft at least ninety (90) days prior to the date of return hereundersuch return, Lessee will cause the Aircraft, if it is not then so registered, to be registered under the laws of the United States with the Federal Aviation Administration FAA in the name of the Lessor or its designee, provided that Lessee shall be relieved of its obligations under this sentence if (i) such registration is prohibited by reason of the failure of Lessor, Owner Participant Lessor or Lessor's its designee to be eligible on such date to own an aircraft registered with the Federal Aviation Administration and FAA or (ii) the such registration is otherwise prohibited by applicable law. The Airframe will be fully equipped with the Engines (or Acceptable Alternate Enginesother CFM International, Inc. CFM56-7B engines or two engines of the same or another manufacturer of a comparable or improved model, of not less than equivalent utility, value and remaining useful life, and suitable for installation and use on the Airframe without impairing the value, utility or remaining useful life of the Aircraft; provided that both engines shall be of the same make and model) duly installed thereon. Also, at the time of such return, Lessor shall have good title to such Airframe and Engines or Acceptable Alternate Engines, and such Airframe and Engine or Acceptable Alternate Engines engines (Ai) 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 registeredCode, shall hold a valid certificate of airworthiness issued by the country of registry and be eligible for certification by the Federal Aviation Administrationcertification) as an airworthy aircraft by the Federal Aviation AdministrationFAA, (Bii) shall be free and clear of all Liens (other than Lessor Liens (including for this purpose Liens which would be Lessor Liens but for the proviso in the definition of Lessor Liens), Indenture Trustee's Loan Trustee Liens and Loan Participant Noteholder Liens) and rights of third parties under pooling, interchange, overhaul, repair or other similar agreements or arrangements, (Ciii) shall be in a regular passenger configurationgood operating condition or, and in the case of any such engines owned by Lessee, shall be in as good a operating condition as when delivered required 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 terms hereof with respect to Engines constituting part of the Airframe immediately prior to such return Aircraft but instead shall have been using a block overhaul program with respect to not then installed on 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 next scheduled engine heavy maintenance shall be at least 25% of the hours or cycles (whichever shall be applicable) between engine heavy maintenance allowed under the maintenance program then in use with respect to such Engines (or Acceptable Alternate Engines), (F) shall have all Lessee's and any Sublessee's exterior marking removed or painted over with areas thereof refinished to match adjacent areas, and (Giv) 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 be paid to Lessor, concurrently compliance 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 conditions set forth in the fleet of Lessee) during the preceding 12 months of performing an 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 Exhibit J to the next such block overhaul and (y) the denominator shall be the number of hours of operation allowable between such block overhauls in accordance with such block overhaul program. If clause (E) 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 said clause (E), Lessee shall pay or cause to 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 for an engine of the same model as the Engines (or Acceptable Alternate Engines) the scheduled engine heavy maintenance under the maintenance program then used by Lessee for engines of the same model as the Engines (or Acceptable Alternate Engines) by (ii) a fraction which (x) the numerator shall be the excess of 25% of the hours or cycles (whichever is applicable) of operation of one Engine between engine heavy maintenance allowable under the maintenance program then in use with respect to such Engines (or Acceptable Alternate Engines) over the actual average number of hours or cycles of operation of such Engines (or Acceptable Alternate Engines) remaining until the next such scheduled engine heavy maintenance and (y) the denominator shall be the number of hours or cycles allowable between such scheduled engine heavy maintenanceParticipation Agreement.

Condition Upon Return. Unless purchased by Lessee pursuant to Section 19 or 20 hereofLessee, upon the expiration, cancellation or other termination of this the Lease at the end (whether following an Event of the Basic Term Default 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 locationotherwise), Lessee will return the Airframe to Lessor at 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 will return the Aircraft (together with all Records) to Lessor at a location specified by the Lessor within the continental United States and in the condition in which the Aircraft is required to retain the existing registration be maintained pursuant to this M&R Addendum and any other applicable provisions of the Lease. The Aircraft at least ninety (90) days prior to the date of return hereunder, cause the Aircraft, if it is not then so registered, to be registered under the laws of the United States with the Federal Aviation Administration in the name of the Lessor or its designee, provided that Lessee shall be relieved of its obligations under this sentence if such registration is prohibited by reason of the 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 number of engines as are set forth on Schedule No. 1 to Lease Supplement No. 1, which shall fully comply with this M&R Addendum, and which, in the opinion of Lessor, have the same or improved utility, value, useful life, performance, and efficiency (or Acceptable Alternate Enginesnormal 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. AlsoLessee 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 the time of such returnLessee's expense, 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 upon redelivery pursuant hereto (i) in the preceding sentence or because Lessor has so requested that the Aircraft not be so registered, shall hold have a valid certificate of currently effective FAA airworthiness 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, certificate; (Bii) shall be free and clear of all Liens (other than Lessor the Lease and any Lessor's Liens, Indenture Trustee's Liens and Loan Participant Liens) and rights of third parties under pooling, interchange, overhaul, repair or other similar agreements or arrangements, ; (Ciii) shall be in a regular passenger configuration, the same configuration and in as good a condition as when delivered by Seller to Lesseethe same operating condition, ordinary wear and tear excepted, as when delivered to Lessee on the Acceptance Date; (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 history (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 provisions 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 (and shall be in compliance with) all mandatory service bulletins, manufacturer's directives or airworthiness directives and all other applicable service, maintenance, repair and overhaul regulations issued by the FAA and/or any Manufacturer, and (vii) shall be otherwise in the condition and repair required to be maintained under Lessee's FAA-approved maintenance plan the Lease. For purposes of clause (notwithstanding any Sublease theretofore in effect), (Dv) 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 preceding sentence, the Airframe immediately prior to such return but instead shall have been using a block overhaul program with respect to existence and the Airframe, then (i) such block overhaul program shall have been approved by the government extent 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) any diminution 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 Fair Market Sales Value contemplated therein shall be applicable under determined by mutual agreement, and if no such agreement is reached between the maintenance program then in use parties within ten (10) Business Days of Lessor's notice that it desires a valuation with respect to such Engines damage history (or Acceptable Alternate Engines) on such Engines (or Acceptable Alternate Engines) remaining until the next 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"Damage History Notice"), the parties will use the appraisal process set forth in Paragraph (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 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 (Dc) of the first paragraph Option Addendum to determine the existence and extent of this subsection such diminution. The parties will use their best efforts to complete such valuation as promptly as practicable, but, in any event, within thirty (a30) Business Days after the Damage History Notice. A final determination regarding the existence and extent of any diminution shall be applicable but the Airframe does not meet the conditions specified in said clause (D)binding and conclusive on both parties. Upon Lessor's request, Lessee shall pay assign to Lessor Lessee's rights under any manufacturer's or cause to be paid to Lessorservicer's maintenance service contracts and/or extended warranties for the Aircraft, concurrently with the Engines and/or any Parts. If at the time of 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 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 next such block overhaul and (y) the denominator shall be the number of hours of operation allowable between such block overhauls in accordance with such block overhaul program. If clause (E) of the first paragraph of this subsection (a) shall be applicable but the Engines (or Acceptable Alternate Engines) do not meet the conditions specified in said clause (E), Lessee shall pay or cause to 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 for an engine of the same model as the Engines (or Acceptable Alternate Engines) the scheduled engine heavy maintenance under the maintenance program then used by Lessee for engines of the same model as the Engines (or Acceptable Alternate Engines) by (ii) a fraction which (x) the numerator shall be the excess of 25% of the hours or cycles (whichever is applicable) of operation of one Engine between engine heavy maintenance allowable under the maintenance program then in use with respect to such Engines (or Acceptable Alternate Engines) over the actual average number of hours or cycles of operation of such Engines (or Acceptable Alternate Engines) remaining until the next such scheduled engine heavy maintenance and (y) the denominator shall be the number of hours or cycles allowable between such scheduled engine heavy maintenance.the

Condition Upon Return. Unless purchased by Lessee pursuant to Section 19 or 20 hereof, upon Upon the termination of this Lease Sublease at the end of the Basic Term or any Renewal Term or pursuant to Sections 9(b) or Section 15, unless Lessor has requested that Lessee Sublessee, at its own expense, will return the Aircraft to a storage or at 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 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 Airframe to Lessor at one of Lessee's principal maintenance bases located in one of the forty-eight 48 contiguous states of the United States chosen as may be specified by Lessee, and Lessee will give Lessor at least ten (10) days prior written notice of the place of such returnSublessor. 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 will be registered under the laws of the United States with the Federal Aviation Administration in the name of the Lessor Owner or its designee, provided that Lessee shall be relieved of its obligations under this sentence if such registration is prohibited by reason of the 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 Acceptable Alternate Enginesother General Electric Model CF34-3B1 type engines satisfactory to Sublessor) duly installed thereonthereon and properly functioning. Also, at the time of such return, Lessor shall have good title to such Airframe and Engines or Acceptable Alternate Engines, and such Airframe and Engine or Acceptable Alternate Engines engines (Ai) 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 hold a valid certificate of airworthiness 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, (Bii) shall be free and clear of all Liens (other than Sublessor Liens (including for this purpose Liens which would be Sublessor Liens but for the proviso in the definition of Sublessor Liens), Head Lessor Liens, Indenture Trustee's Liens and Loan Participant (including for this purpose Liens which would be Head Lessor Liens but for the proviso in the definition of Head Lessor Liens) and rights of third parties under pooling, interchange, overhaul, repair or other similar agreements or arrangements, (Ciii) shall be in a regular passenger configuration, and in as good a an operating condition as when delivered by Seller the Manufacturer to LesseeSublessor, ordinary wear and tear excepted, and otherwise or, in the condition required to be maintained under Lessee's FAA-approved maintenance plan (notwithstanding case of any Sublease theretofore in effect)such engines owned by Sublessee, (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 for substitution 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 next scheduled engine heavy maintenance shall be at least 25% of the hours or cycles (whichever shall be applicable) between engine heavy maintenance allowed under the maintenance program then in use with respect to such Engines (or Acceptable Alternate Engines), (F) shall have all Lessee's and any Sublessee's exterior marking removed or painted over with areas thereof refinished to match adjacent areasSublessor, and (Giv) 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 be paid to Lessor, concurrently compliance with the return thereof, a Dollar amount computed by multiplying conditions set forth in Exhibit D. During the last twelve (i12) 110% months of the direct cost Term, with reasonable notice, Sublessee will cooperate in all reasonable respects with the efforts of Sublessor or Head Lessor to Lessee (based sublease the Aircraft, including, without limitation, permitting prospective sublessees to inspect fully the Aircraft and the records relating thereto, provided, that such cooperation shall not interfere with the operation or maintenance of the Aircraft by Sublessee. In addition, Sublessee shall notify Sublessor in writing of its plans for meeting the return conditions contained herein prior to commencing the C-Check immediately prior to the C-Check required to be provided by Sublessee upon the direct cost return of the Aircraft, and again approximately six months prior to Lessee for similar aircraft the Expiration Date, and Sublessee shall notify Sublessor in writing at any time within the fleet of Lesseelast twelve (12) during the preceding 12 months of performing an airframe block overhaul of the type referred Term prior to in such clause (D) by (ii) a fraction of which (x) initiating any significant maintenance or repairs designed to cause the numerator Aircraft to meet the return conditions contained herein. Sublessor shall be have the excess of 25% of right to approve or reject Sublessee’s proposed plans for meeting the hours of operation allowable between such block overhauls over the actual number of hours of operation remaining on the Airframe to the next such block overhaul and (y) the denominator shall be the number of hours of operation allowable between such block overhauls in accordance return conditions contained herein, with such block overhaul program. If clause (E) of the first paragraph of this subsection (a) shall be applicable but the Engines (or Acceptable Alternate Engines) do approval not meet the conditions specified in said clause (E), Lessee shall pay or cause to 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 for an engine of the same model as the Engines (or Acceptable Alternate Engines) the scheduled engine heavy maintenance under the maintenance program then used by Lessee for engines of the same model as the Engines (or Acceptable Alternate Engines) by (ii) a fraction which (x) the numerator shall be the excess of 25% of the hours or cycles (whichever is applicable) of operation of one Engine between engine heavy maintenance allowable under the maintenance program then in use with respect to such Engines (or Acceptable Alternate Engines) over the actual average number of hours or cycles of operation of such Engines (or Acceptable Alternate Engines) remaining until the next such scheduled engine heavy maintenance and (y) the denominator shall be the number of hours or cycles allowable between such scheduled engine heavy maintenanceunreasonably withheld.