Common use of Condition Upon Return Clause in Contracts

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

Condition Upon Return. Unless purchased by Lessee pursuant to --------------------- Section 9(b) or Section 19 hereof, upon the termination of this Lease at the end of the Basic Term or any Renewal Term or pursuant to Section 9(c) or 15Section 15 hereof, Lessee, at its own expense, will return the Airframe to Lessor at a major airport on Lessee's route system in one of the forty-eight contiguous states of the United States chosen by Lessee, and Lessee will give Lessor at least ten (10) days' days prior written notice of the place of such return; provided, however, that if Lessor shall have made the request for storage pursuant to Section 5(d) hereof, Lessee shall return the Airframe Aircraft to Lessor at the site of the storage at (in which event Lessor shall reimburse Lessee for Lessee's out-of-pocket expenses in ferrying the end Aircraft from the place it is located on the last day of the Term (provided, however, that if the Aircraft is located outside of the forty-eight contiguous states of the United States on the last day of the Term, then such expenses shall be calculated as if the Aircraft was located in San Francisco, California on the last day of the Term) to such storage periodsite). At the time of such return, (A) Lessee will, unless otherwise requested by Lessor to retain the existing registration of the Aircraft, at least ninety (90) 90 days prior to the return hereunder, cause the Aircraft, if it is not then so registered, to be registered under the laws of the United States with the Federal Aviation Administration FAA in the name of the Lessor or its designee, provided that Lessee shall be relieved of its obligations under this sentence if (i) such registration is prohibited by reason of the failure of Lessor or its designee to be eligible on such date to own an aircraft registered with the Federal Aviation Administration or Administration, and (iiB) such registration is otherwise prohibited by applicable law; the Airframe will be fully equipped with the Engines (or other AlliedSignal LF507 type United Technologies Corporation, ▇▇▇▇▇ & ▇▇▇▇▇▇▇ Group, Model PW4056 engines or four engines of the same or another manufacturer of not less than equivalent utility, value and remaining useful life, utility and suitable for installation and use on the Airframe without impairing the value, utility or remaining useful life of the AircraftAirframe; provided that all four engines shall be of the same make make, model and modelmanufacturer) duly installed thereon. Also, at the time of such return, such Airframe and Engines or engines (i) shall be certified (or, if not then registered under the Federal Aviation ActAct by reason of the proviso to clause (A) in the preceding sentence or because Lessor has not so requested the registration of the Aircraft, shall be eligible for certification) as an airworthy aircraft by the Federal Aviation Administration, (ii) shall be free and clear of all Liens (other than Lessor Liens (including for this purpose Liens which that would be Lessor Liens but for the proviso in to the definition of Lessor Liens), Indenture Trustee's Liens and Loan Participant Liens) and rights of third parties under pooling, interchange, overhaul, repair or other similar agreements or arrangements, (iii) shall be in a regular passenger configuration used by [First Amended and Restated Lease Agreement (1989 I)] Lessee, in as good an operating condition as when delivered by the Manufacturer to Lessee hereunderLessee, ordinary wear and tear excepted, or, and otherwise in the case condition required to be maintained under and subject to Lessee's FAA-approved maintenance plan, irrespective of any whether such engines owned Airframe or Engines have been under Sublease during the Term, (iv) in the event that Lessee shall not be using a continuous maintenance program with respect to the Airframe immediately prior to such return but instead shall be using a block overhaul program with respect to the Airframe, then (A) such block overhaul program shall have been approved by all necessary governmental approvals of the country under the laws of which the Aircraft shall then have been registered and (B) the Airframe shall have remaining until the next scheduled block overhaul at least 25% of the allowable hours between block overhauls permitted under the block overhaul program then used by Lessee, shall have a value, utility and remaining useful life at least equal to, and shall be (v) in as good an operating condition as required by the terms hereof with respect to, Engines constituting part event that Lessee during the period of operation of the Aircraft but immediately prior to such return shall not have been using an on- condition maintenance program with respect to the Engines or engines, Lessee agrees that the average number of hours or cycles of operation (whichever shall be applicable under the maintenance program then installed in use with respect to such Engines or engines) on such Engines or engines remaining until the Airframenext scheduled engine heavy maintenance shall be at least 25% of the hours or cycles (whichever shall be applicable) between engine heavy maintenance allowed under the maintenance program then in use with respect to such Engines or engines, (vi) shall have all Lessee's and any Sublessee's exterior markings removed or painted over with the areas thereof refinished to match adjacent areas, and (ivvii) shall be in compliance a state of cleanliness suitable under Lessee's normal service standards for operation in Lessee's revenue passenger service, and in all such cases the Aircraft shall not have been discriminated against whether by reason of its leased status or otherwise in maintenance, use, operation or in any other manner whatsoever. In the event that upon a return of the Aircraft pursuant to this Section 5, Lessee and Lessor cannot agree as to whether Lessee, during the period of operation of the Aircraft immediately prior to such return, shall have been using a continuous maintenance program or a block overhaul program with respect to the Airframe, then Lessee and Lessor shall mutually appoint an independent third party, satisfactory to both Lessee and Lessor, who shall make such a determination, which determination shall be conclusive and final. Lessee will provide, on a confidential basis, such independent third party with the return conditions, if any, set forth in maintenance program and records applicable to the Aircraft necessary to make such determination. The fee of such third party shall be paid equally by Lessor and Lessee. If clause (aiv) Exhibit G, in of the event such return occurs other than at the termination first paragraph of this Lease on July 2Section 5(a) shall be applicable but the Airframe does not meet the conditions specified in said clause (iv), 2017, or (b) Exhibit H, in the event such return occurs at the termination of this Lease on July 2, 2017; provided that if a Half-Life Adjustment is required to be calculated pursuant to the terms of Exhibit H, if the Half-Life Adjustment is a positive number Lessee shall pay or cause to be paid to Lessor a Dollar amount computed by multiplying (i) 120% of the Half-Life Adjustment direct cost to Lessee (based upon the direct cost to Lessee for similar aircraft in the fleet of Lessee) during the preceding 12 months of performing an airframe block overhaul of the type referred to in such clause (iv) by (ii) a fraction of which (x) the numerator shall be the excess of 25% of hours of operation allowable between such block overhauls over the actual number of hours of operation remaining on the Airframe to the next such block overhaul and if (y) the Half-Life Adjustment is a negative denominator shall be the [First Amended and Restated Lease Agreement (1989 I)] number Lessor of hours of operation allowable between such block overhauls in accordance with such block overhaul program. If clause (v) of the first paragraph of this Section 5(a) shall be applicable but the Engines or engines do not meet the conditions specified in said clause (v), Lessee shall pay Lessee or cause to be paid to Lessor a Dollar amount, in regard to each Engine or engine, as the Half-Life Adjustment; providedcase may be, further, that Lessor shall only be required to make such payment if the Owner Participant shall have irrevocably exercised its option pursuant to Section 2 computed by multiplying (i) 120% of the Residual Agreementdirect cost to Lessee (based upon the direct cost to Lessee for similar aircraft in the fleet of Lessee) during the preceding 12 months of performing for an engine of the same model as the Engines the scheduled engine heavy maintenance under the maintenance program then used by Lessee for engines of the same model as the Engines, by (ii) a fraction of which (x) the numerator shall be the excess of 25% of the hours or cycles of operation of one Engine (whichever is applicable) between engine heavy maintenance allowable under the maintenance program then in use with respect to such Engines or engines over the actual average number of hours or cycles of operation on all four Engines or engines remaining until the next such scheduled engine heavy maintenance and (y) the denominator shall be the number of hours or cycles allowable between such scheduled engine heavy maintenance. During the last six (6) months of the Term (unless Lessee shall have elected to purchase the Aircraft or renew this Lease in accordance with the terms of this Lease), with reasonable notice, Lessee will cooperate, and cause any Sublessee to cooperate, at Lessor's sole cost, in all reasonable respects with the efforts of Lessor to sell or lease the Aircraft, including, without limitation, permitting prospective purchasers or lessees to inspect fully the Aircraft and any records then required to be maintained by the records relating theretoFAA or by the applicable government agency of the country in which the Aircraft is registered, all in accordance with Section 12 hereof, provided that any such cooperation shall not interfere with the normal operation or maintenance of the Aircraft by by, or the business of, Lessee or any Sublessee.

Condition Upon Return. Unless purchased by Lessee pursuant to Section 19 hereof, upon the termination of this Lease at the end of the Basic Term or any Renewal Term or pursuant to Section 9(c) or 15, Lessee, at its own expense, will return the Airframe to Lessor at a major airport in one of the forty-eight contiguous states of the United States chosen by LesseeLessee and reasonably acceptable to Lessor (taking into account whether the state or local government of such proposed place of return would impose any transfer taxes on Lessor in connection with a sale of the Aircraft by Lessor on the date of such return while the Aircraft is located at the place of such return), and Lessee will give Lessor at least ten (10) days' prior written notice of the place of such return; provided, however, that if Lessor shall have made the request for storage pursuant to Section 5(d) hereof, Lessee shall return the Airframe to Lessor at the site of the storage at the end of the storage period. At the time of such return, Lessee will, unless otherwise requested by Lessor at least ninety (90) days prior to the return hereunder, cause the Aircraft, if it is not then so registered, to be registered under the laws of the United States with the Federal Aviation Administration in the name of the Lessor or its designee, provided that Lessee shall be relieved of its obligations under this sentence if (i) such registration is prohibited by reason of the failure of Lessor or its designee to be eligible on such date to own an aircraft registered with the Federal Aviation Administration or (ii) such registration is otherwise prohibited by applicable law; the Airframe will be fully equipped with the Engines (or other 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, such Airframe and Engines or engines (i) shall be certified (or, if not then registered under the Federal Aviation Act, shall be eligible for certification) as an airworthy aircraft by the Federal Aviation Administration, (ii) shall be free and clear of all Liens (other than Lessor Liens (including for this purpose Liens which would be Lessor Liens but for the proviso in the definition of Lessor Liens), Indenture Trustee's Liens and Loan Participant Liens) and rights of third parties under pooling, interchange, overhaul, repair or other similar agreements or arrangements, (iii) shall be in as good an operating condition as when delivered by the Manufacturer to Lessee hereunderLessee, ordinary wear and tear excepted, or, in the case of any such engines owned by Lessee, shall have a value, utility and remaining useful life at least equal to, and shall be in as good an operating condition as required by the terms hereof with respect to, Engines constituting part of the Aircraft but not then installed on the Airframe, and (iv) shall be in compliance with the return conditions, if any, set forth in (a) unless the return conditions set forth in Exhibit H are applicable, Exhibit G, in the event such return occurs other than at the termination of this Lease on July 2, 2017, or (b) Exhibit H, in the event such return occurs at the termination expiration of this Lease on July 2March 11, 2017; provided that if 2017 or at the expiration of any Renewal Term but only if, in any such case, Lessor shall have irrevocably exercised its option to sell the Aircraft at such expiration, and shall be simultaneously exercising its rights, pursuant to the Residual Agreement or a Successor Residual Agreement. If a Half-Life Adjustment is required to be calculated pursuant to the terms of Exhibit H, if the Half-Life Adjustment is a positive number Lessee shall pay Lessor the Half-Life Adjustment and if the Half-Life Adjustment is a negative number Lessor shall pay Lessee the Half-Life Adjustment; provided. In view of the fact that the required return conditions of the Aircraft for purposes of the Residual Agreement are identical to Lessee's obligations herein, further, Lessee agrees that any determination of Half-Life Adjustment under the Residual Agreement or any Successor Residual Agreement shall be binding on Lessee for purposes of Exhibit H to this Lease. Lessee further agrees to pay to Lessor shall only be required to make on the expiration of the Term the amount deducted from the Agreed Residual Value (as such payment if term is used in the Owner Participant shall have irrevocably exercised its option Residual Agreement or any comparable term is used in any Successor Residual Agreement) pursuant to Section 2 clause (y) in the definition of Agreed Residual Value. Lessor authorizes Lessee, with the participation of Lessor, to negotiate such Half-Life Adjustments and amount directly with the Manufacturer or any Person who is the counterparty to any Successor Residual Agreement. During the last six (6) months of the Term (unless Lessee shall have elected to purchase the Aircraft or renew this Lease in accordance with the terms of this Lease), with reasonable notice, Lessee will cooperate, and cause any Sublessee to cooperate, in all reasonable respects with the efforts of Lessor to sell or lease the Aircraft, including, without limitation, permitting prospective purchasers or lessees to inspect fully the Aircraft and the records relating thereto, provided that such cooperation shall not interfere with the operation or maintenance of the Aircraft by Lessee or any Sublessee. Without limiting the foregoing, Lessee agrees to fully cooperate with any requests by the Manufacturer under the Residual Agreement or any Person who is the counterparty to any Successor Residual Agreement in connection with the remarketing of the Aircraft.

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

Condition Upon Return. Unless purchased by Lessee pursuant to Section 19 9(b) or 19(b) hereof, upon the termination of this Lease at the end of the Basic Term or any Renewal Term or pursuant to Section 9(c) or 15, Lessee, at its own expense, will return the Airframe Aircraft to Lessor at a major airport Lessee's maintenance base located at San Francisco International Airport (or any principal maintenance base established by Lessee in one of the forty-eight contiguous states of the United States chosen by Lessee, and Lessee will give Lessor at least ten (10) days' prior written notice of subsequent to the place of such returndate hereof); provided, however, that if Lessor shall have made the request for storage pursuant to Section 5(d) hereof, Lessee shall return the Airframe Aircraft to Lessor at the site of the storage storage. If requested in writing by Lessor at least thirty days prior to the end return of the Aircraft, Lessee will, in lieu of the return contemplated by the preceding sentence, at Lessee's cost and expense, ferry the Aircraft to a commercial airport on Lessee's route system in one of the forty-eight contiguous states of the United States which can accommodate aircraft of the same type as the Aircraft, provided that Lessee will not be required to provide any storage periodpursuant to Section 5(d) if Lessor requests such a ferry flight. At the time of such return, (A) Lessee will, at its own cost and expense, unless otherwise requested by Lessor at least ninety (90) days prior to retain the return hereunderexisting registration of the Aircraft, cause the Aircraft, if it is not then so registered, to be registered under the laws of the United States with the Federal Aviation Administration FAA in the name of the Lessor or its designee, provided that Lessee shall be relieved of its obligations under this sentence if (i) such registration is prohibited by reason of the failure of Lessor Lessor, the Owner Participant or its Lessor's designee to be eligible on such date to own an aircraft registered with the Federal Aviation Administration or Administration, and (iiB) such registration is otherwise prohibited by applicable law; the Airframe will be fully equipped with the Engines (or other 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 modelAcceptable Alternate Engines) duly installed thereon. Also, at the time of such return, Lessor shall have good title to such Airframe and Engines or engines Acceptable Alternate Engines, and such Airframe and Engines or Acceptable Alternate Engines (i) shall be certified (or, if not then registered under the Federal Aviation ActAct by reason of the proviso to clause (A) in the preceding sentence or because Lessor has not so requested the registration of the Aircraft, shall hold a valid certificate of airworthiness issued by the country of registry and be eligible for certificationcertification by the FAA) as an airworthy aircraft by the Federal Aviation AdministrationAdministration and shall have all mandatory FAA airworthiness directives applicable to the Aircraft, issued prior to the date of return which require compliance prior to such time, terminated, (ii) shall be free and clear of all Liens (other than Lessor Liens (including for this purpose Liens which that would be Lessor Liens but for the proviso in to the definition of Lessor Liens), Indenture Trustee's Liens ) and Loan Participant Liens) and rights of third parties under pooling, interchange, overhaul, repair or other similar agreements or arrangements, (iii) shall be in a regular passenger configuration and in as good an operating a condition as when delivered by Manufacturer to Lessee hereunderLessee, ordinary wear and tear excepted, or, and otherwise in the case condition required to be maintained under Section 7 hereof (notwithstanding any Sublease theretofore in effect), (iv) in the event that Lessee shall not then be using a continuous maintenance program with respect to the Airframe immediately prior to such return but instead shall have been using a block overhaul program with respect to the Airframe, then (A) such block overhaul program shall have been approved by all necessary governmental approvals of any such engines owned the country under the laws of which the Aircraft shall then have been registered and (B) the Airframe shall have remaining until the next scheduled block overhaul at least 25% of the allowable hours between block overhauls permitted under the block overhaul program then used by Lessee, shall have a value, utility and remaining useful life at least equal to, and shall be (v) in as good an operating condition as required by the terms hereof with respect to, Engines constituting part event that Lessee during the period of operation of the Aircraft but immediately prior to such return shall not have been using an on-condition maintenance program with respect to the Engines (or Acceptable Alternate Engines), Lessee agrees that the average number of hours or cycles of operation (whichever shall be applicable under the maintenance program then installed in use with respect to such Engines (or Acceptable Alternate Engines)) on such Engines (or Acceptable Alternate Engines) remaining until the Airframenext scheduled engine heavy maintenance shall be at least 25% of the hours or cycles (whichever is applicable) between engine heavy maintenance allowed under the maintenance program then in use with respect to such Engines (or Acceptable Alternate Engines), (vi) shall have all Lessee's and any Sublessee's exterior markings removed or painted over with the areas thereof refinished to match adjacent areas, and (ivvii) shall be in compliance a state of cleanliness suitable under Lessee's normal service standards for operation in Lessee's revenue passenger service and in all such cases the Aircraft shall not have been discriminated against whether by reason of its leased status or otherwise in maintenance, use, operation or in any other manner whatsoever. If clause (iv) of the first paragraph of this Section 5(a) shall be applicable but the Airframe does not meet the conditions specified in said clause (iv), Lessee shall pay or cause to be paid to Lessor, concurrently with the return conditionsthereof, if any, set forth in a Dollar amount computed by multiplying (ai) Exhibit G, 120% of the direct cost to Lessee (based upon the direct cost to Lessee for similar aircraft in the event fleet of Lessee) during the preceding 12 months of performing an airframe block overhaul of the type referred to in such return occurs other than at clause (iv) by (ii) a fraction of which (x) the termination numerator shall be the excess of 25% of the hours of operation allowable between such block overhauls over the actual number of hours of operation remaining on the Airframe to the next such block overhaul and (y) the denominator shall be the number of hours of operation allowable between such block overhauls in accordance with such block overhaul program. If clause (v) of the first paragraph of this Lease on July 2Section 5(a) shall be applicable but the Engines (or Acceptable Alternate Engines) do not meet the conditions specified in said clause (v), 2017, or (b) Exhibit H, in the event such return occurs at the termination of this Lease on July 2, 2017; provided that if a Half-Life Adjustment is required to be calculated pursuant to the terms of Exhibit H, if the Half-Life Adjustment is a positive number Lessee shall pay Lessor or cause to be paid to Lessor, concurrently with the Half-Life Adjustment and if the Half-Life Adjustment is return thereof, a negative number Lessor shall pay Lessee the Half-Life Adjustment; provided, further, that Lessor shall only be required to make such payment if the Owner Participant shall have irrevocably exercised its option pursuant to Section 2 Dollar amount computed by multiplying (i) 120% of the Residual Agreementdirect 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 of which (x) the numerator shall be the excess of 25% of the hours of cycles (whichever is applicable) of operation of one Engine between engine heavy maintenance allowable under the maintenance program then in use with respect to such Engines (or Acceptable Alternate Engines) over the actual average number of hours or cycles or operation on such Engines (or Acceptable Alternate Engines) remaining until the next such scheduled engine heavy maintenance and (y) the denominator shall be the number of hours or cycles allowable between such scheduled engine heavy maintenance. During the last six (6) twelve months of the Term (unless Lessee shall have elected to purchase the Aircraft or renew this Lease in accordance with the terms of this Lease), with reasonable notice, Lessee will cooperate, and cause any Sublessee to cooperate, at Lessor's sole cost, in all reasonable respects with the efforts of Lessor to sell or lease the Aircraft, including, without limitation, permitting prospective purchasers or lessees to inspect fully the Aircraft and the any maintenance records relating theretoto the Aircraft then required to be retained by the FAA or by the comparable government agency of the country in which the Aircraft is registered, all in accordance with Section 12 hereof, provided that any such cooperation shall not interfere with the normal operation or maintenance of the Aircraft by by, or the business of, Lessee or any Sublessee. For purposes of this Section 5(a), any maintenance program used by Lessee for airframes (including the Airframe) substantially similar to the maintenance program described in the excerpts from "United Air Lines 757 Maintenance Program" furnished to Lessor and the Owner Participant shall be considered a continuous maintenance program (and not a block maintenance program) and any engine maintenance program used by Lessee for engines (including the Engines) substantially similar to the maintenance program described in such "United Air Lines 757 Maintenance Program" shall be considered an on-condition maintenance program.

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

Condition Upon Return. Unless purchased by Lessee pursuant to Section 19 hereof, upon the termination of this Lease at the end of the Basic Term or any Renewal Term or pursuant to Section 9(c) or 15, Lessee, at its own expense, will return the Airframe to Lessor at a major airport in one of the forty-eight contiguous states of the United States chosen by LesseeLessee and reasonably acceptable to Lessor (taking into account whether the state or local government of such proposed place of return would impose any transfer taxes on Lessor in connection with a sale of the Aircraft by Lessor on the date of such return while the Aircraft is located at the place of such return), and Lessee will give Lessor at least ten (10) days' prior written notice of the place of such return; provided, however, that if Lessor shall have made the request for storage pursuant to Section 5(d) hereof, Lessee shall return the Airframe to Lessor at the site of the storage at the end of the storage period. At the time of such return, Lessee will, unless otherwise requested by Lessor at least ninety (90) days prior to the return hereunder, cause the Aircraft, if it is not then so registered, to be registered under the laws of the United States with the Federal Aviation Administration in the name of the Lessor or its designee, provided that Lessee shall be relieved of its obligations under this sentence if (i) such registration is prohibited by reason of the failure of Lessor or its designee to be eligible on such date to own an aircraft registered with the Federal Aviation Administration or (ii) such registration is otherwise prohibited by applicable law; the Airframe will be fully equipped with the Engines (or other 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, such Airframe and Engines or engines (i) shall be certified (or, if not then registered under the Federal Aviation Act, shall be eligible for certification) as an airworthy aircraft by the Federal Aviation Administration, (ii) shall be free and clear of all Liens (other than Lessor Liens (including for this purpose Liens which would be Lessor Liens but for the proviso in the definition of Lessor Liens), Indenture Trustee's Liens and Loan Participant Liens) and rights of third parties under pooling, interchange, overhaul, repair or other similar agreements or arrangements, (iii) shall be in as good an operating condition as when delivered by the Manufacturer to Lessee hereunderLessee, ordinary wear and tear excepted, or, in the case of any such engines owned by Lessee, shall have a value, utility and remaining useful life at least equal to, and shall be in as good an operating condition as required by the terms hereof with respect to, Engines constituting part of the Aircraft but not then installed on the Airframe, and (iv) shall be in compliance with the return conditions, if any, set forth in (a) unless the return conditions set forth in Exhibit H are applicable, Exhibit G, in the event such return occurs other than at the termination of this Lease on July 2, 2017, or (b) Exhibit H, in the event such return occurs at the termination expiration of this Lease on July 2January 29, 2017; provided that if 2017 or at the expiration of any Renewal Term but only if, in any such case, Lessor shall have irrevocably exercised its option to sell the Aircraft at such expiration, and shall be simultaneously exercising its rights, pursuant to the Residual Agreement or a Successor Residual Agreement. If a Half-Life Adjustment is required to be calculated pursuant to the terms of Exhibit H, if the Half-Life Adjustment is a positive number Lessee shall pay Lessor the Half-Life Adjustment and if the Half-Life Adjustment is a negative number Lessor shall pay Lessee the Half-Life Adjustment; provided. In view of the fact that the required return condition of the Aircraft for purposes of the Residual Agreement are identical to Lessee's obligations herein, further, Lessee agrees that any determination of Half-Life Adjustment under the Residual Agreement or any Successor Residual Agreement shall be binding on Lessee for purposes of Exhibit H to this Lease. Lessee further agrees to pay to Lessor shall only be required to make on the expiration of the Term the amount deducted from the Agreed Residual Value (as such payment if term is used in the Owner Participant shall have irrevocably exercised its option Residual Agreement or any comparable term is used in any Successor Residual Agreement) pursuant to Section 2 clause (y) in the definition of Agreed Residual Value. Lessor authorizes Lessee, with the participation of Lessor, to negotiate such Half-Life Adjustments and amount directly with the Manufacturer or any Person who is the counterparty to any Successor Residual Agreement. During the last six (6) months of the Term (unless Lessee shall have elected to purchase the Aircraft or renew this Lease in accordance with the terms of this Lease), with reasonable notice, Lessee will cooperate, and cause any Sublessee to cooperate, in all reasonable respects with the efforts of Lessor to sell or lease the Aircraft, including, without limitation, permitting prospective purchasers or lessees to inspect fully the Aircraft and the records relating thereto, provided that such cooperation shall not interfere with the operation or maintenance of the Aircraft by Lessee or any Sublessee. Without limiting the foregoing, Lessee agrees to fully cooperate with any requests by the Manufacturer under the Residual Agreement or any Person who is the counterparty to any Successor Residual Agreement in connection with the remarketing of the Aircraft.

Condition Upon Return. Unless purchased by Lessee pursuant to Section 19 hereof, upon the termination of this Lease at the end of the Basic Term or any Renewal Term or pursuant to Section 9(c) or 15, Lessee, at its own expense, will return the Airframe to Lessor at a major airport in one of the forty-eight contiguous states of the United States chosen by LesseeLessee and reasonably acceptable to Lessor (taking into account whether the state or local government of such proposed place of return would impose any transfer taxes on Lessor in connection with a sale of the Aircraft by Lessor on the date of such return while the Aircraft is located at the place of such return), and Lessee will give Lessor at least ten (10) days' prior written notice of the place of such return; provided, however, that if Lessor shall have made the request for storage pursuant to Section 5(d) hereof, Lessee shall return the Airframe to Lessor at the site of the storage at the end of the storage period. At the time of such return, Lessee will, unless otherwise requested by Lessor at least ninety (90) days prior to the return hereunder, cause the Aircraft, if it is not then so registered, to be registered under the laws of the United States with the Federal Aviation Administration in the name of the Lessor or its designee, provided that Lessee shall be relieved of its obligations under this sentence if (i) such registration is prohibited by reason of the failure of Lessor or its designee to be eligible on such date to own an aircraft registered with the Federal Aviation Administration or (ii) such registration is otherwise prohibited by applicable law; the Airframe will be fully equipped with the Engines (or other 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, such Airframe and Engines or engines (i) shall be certified (or, if not then registered under the Federal Aviation Act, shall be eligible for certification) as an airworthy aircraft by the Federal Aviation Administration, (ii) shall be free and clear of all Liens (other than Lessor Liens (including for this purpose Liens which would be Lessor Liens but for the proviso in the definition of Lessor Liens), Indenture Trustee's Liens and Loan Participant Liens) and rights of third parties under pooling, interchange, overhaul, repair or other similar agreements or arrangements, (iii) shall be in as good an operating condition as when delivered by the Manufacturer to Lessee hereunderLessee, ordinary wear and tear excepted, or, in the case of any such engines owned by Lessee, shall have a value, utility and remaining useful life at least equal to, and shall be in as good an operating condition as required by the terms hereof with respect to, Engines constituting part of the Aircraft but not then installed on the Airframe, and (iv) shall be in compliance with the return conditions, if any, set forth in (a) unless the return conditions set forth in Exhibit H are applicable, Exhibit G, in the event such return occurs other than at the termination of this Lease on July 2, 2017, or (b) Exhibit H, in the event such return occurs at the termination expiration of this Lease on July 2April 27, 2017; provided that if 2017 or at the expiration of any Renewal Term but only if, in any such case, Lessor shall have irrevocably exercised its option to sell the Aircraft at such expiration, and shall be simultaneously exercising its rights, pursuant to the Residual Agreement or a Successor Residual Agreement. If a Half-Life Adjustment is required to be calculated pursuant to the terms of Exhibit H, if the Half-Life Adjustment is a positive number Lessee shall pay Lessor the Half-Life Adjustment and if the Half-Life Adjustment is a negative number Lessor shall pay Lessee the Half-Life Adjustment; provided. In view of the fact that the required return conditions of the Aircraft for purposes of the Residual Agreement are identical to Lessee's obligations herein, further, Lessee agrees that any determination of Half-Life Adjustment under the Residual Agreement or any Successor Residual Agreement shall be binding on Lessee for purposes of Exhibit H to this Lease. Lessee further agrees to pay to Lessor shall only be required to make on the expiration of the Term the amount deducted from the Agreed Residual Value (as such payment if term is used in the Owner Participant shall have irrevocably exercised its option Residual Agreement or any comparable term is used in any Successor Residual Agreement) pursuant to Section 2 clause (y) in the definition of Agreed Residual Value. Lessor authorizes Lessee, with the participation of Lessor, to negotiate such Half-Life Adjustments and amount directly with the Manufacturer or any Person who is the counterparty to any Successor Residual Agreement. During the last six (6) months of the Term (unless Lessee shall have elected to purchase the Aircraft or renew this Lease in accordance with the terms of this Lease), with reasonable notice, Lessee will cooperate, and cause any Sublessee to cooperate, in all reasonable respects with the efforts of Lessor to sell or lease the Aircraft, including, without limitation, permitting prospective purchasers or lessees to inspect fully the Aircraft and the records relating thereto, provided that such cooperation shall not interfere with the operation or maintenance of the Aircraft by Lessee or any Sublessee. Without limiting the foregoing, Lessee agrees to fully cooperate with any requests by the Manufacturer under the Residual Agreement or any Person who is the counterparty to any Successor Residual Agreement in connection with the remarketing of the Aircraft.

Condition Upon Return. Unless purchased by Lessee pursuant to Section 19 hereof, upon the termination of this Lease at the end of the Basic Term or any Renewal Term or pursuant to Section 9(cSections 9(b) or 15, Lesseeunless Lessor has requested that Lessee return the Aircraft to a storage location pursuant to Section 5(b) (in which case the storage location provided in said Section 5(b) shall be deemed to be the return location), at its own expense, Lessee will return the Airframe to Lessor at a major airport one of Lessee's principal maintenance bases located in one of the forty-eight contiguous states of the United States chosen by Lessee, and Lessee will give Lessor at least ten (10) days' days prior written notice of the place of such return; provided, however, that if Lessor shall have made the request for storage pursuant to Section 5(d) hereof, Lessee shall return the Airframe to Lessor at the site of the storage at the end of the storage period. At the time of such return, (i) Lessee will, at its own cost and expense, unless otherwise requested by Lessor to retain the existing registration of the Aircraft at least ninety (90) days prior to the date of return hereunder, cause the Aircraft, if it is not then so registered, to be registered under the laws of the United States with the Federal Aviation Administration in the name of the Lessor or its designee, provided that Lessee shall be relieved of its obligations under this sentence if (i) such registration is prohibited by reason of the failure of Lessor Lessor, Owner Participant or its Lessor's designee to be eligible on such date to own an aircraft registered with the Federal Aviation Administration or and (ii) such registration is otherwise prohibited by applicable law; the Airframe will be fully equipped with the Engines (or other 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 modelAcceptable Alternate Engines) duly installed thereon. Also, at the time of such return, Lessor shall have good title to such Airframe and Engines or engines Acceptable Alternate Engines, and such Airframe and Engine or Acceptable Alternate Engines (iA) shall be certified (or, if not then registered under the Federal Aviation ActTransportation Code by reason of the proviso of clause (i) in the preceding sentence or because Lessor has so requested that the Aircraft not be so registered, shall hold a valid certificate of airworthiness issued by the country of registry and be eligible for certificationcertification by the Federal Aviation Administration) as an airworthy aircraft by the Federal Aviation Administration, (iiB) shall be free and clear of all Liens (other than Lessor Liens (including for this purpose Liens which would be Lessor Liens but for the proviso in the definition of Lessor Liens), Indenture Trustee's Liens and Loan Participant Liens) and rights of third parties under pooling, interchange, overhaul, repair or other similar agreements or arrangements, (iiiC) shall be in a regular passenger configuration, and in as good an operating a condition as when delivered by Seller to Lessee hereunderLessee, ordinary wear and tear excepted, or, and otherwise in the case condition required to be maintained under Lessee's FAA-approved maintenance plan (notwithstanding any Sublease theretofore in effect), (D) in the event that Lessee (or any Sublessee then in possession of any the Aircraft) shall not then be using a continuous maintenance program with respect to the Airframe immediately prior to such engines owned by Lessee, return but instead shall have been using a valueblock overhaul program with respect to the Airframe, utility and remaining useful life at least equal to, and then (i) such block overhaul program shall be in as good an operating condition as required have been approved by the terms hereof with respect to, Engines constituting part government of registry of the Aircraft but and (ii) the Airframe shall have remaining until the next scheduled block overhaul at least 25% of the allowable hours between block overhauls permitted under the block overhaul program then used by Lessee or such Sublessee, (E) in the event that Lessee (or any Sublessee then in possession of the Aircraft) during the period of operation of the Aircraft immediately prior to such return shall not have been using an on-condition maintenance program with respect to the Engines (or Acceptable Alternate Engines), Lessee agrees that the average number of hours or cycles of operation (whichever shall be applicable under the maintenance program then installed in use with respect to such Engines (or Acceptable Alternate Engines) on such Engines (or Acceptable Alternate Engines) remaining until the Airframenext scheduled engine heavy maintenance shall be at least 25% of the hours or cycles (whichever shall be applicable) between engine heavy maintenance allowed under the maintenance program then in use with respect to such Engines (or Acceptable Alternate Engines), (F) shall have all Lessee's and any Sublessee's exterior marking removed or painted over with areas thereof refinished to match adjacent areas, and (ivG) shall be in compliance a state of cleanliness suitable under Lessee's normal service standards for operation in Lessee's revenue passenger service and in all such cases the Aircraft shall not have been discriminated against whether by reason of its leased status or otherwise in maintenance, use, operation or in any other manner whatsoever. If clause (D) of the first paragraph of this subsection (a) shall be applicable but the Airframe does not meet the conditions specified in said clause (D), Lessee shall pay or cause to be paid to Lessor, concurrently with the return conditionsthereof, if any, set forth a Dollar amount computed by multiplying (i) 110% of the direct cost to Lessee (based upon the direct cost to Lessee for similar aircraft in 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) Exhibit Gshall be applicable but the Engines (or Acceptable Alternate Engines) do not meet the conditions specified in said clause (E), in the event such return occurs other than at the termination of this Lease on July 2, 2017, or (b) Exhibit H, in the event such return occurs at the termination of this Lease on July 2, 2017; provided that if a Half-Life Adjustment is required to be calculated pursuant to the terms of Exhibit H, if the Half-Life Adjustment is a positive number Lessee shall pay Lessor or cause to be paid to Lessor, concurrently with the Half-Life Adjustment and if the Half-Life Adjustment is return thereof, a negative number Lessor shall pay Lessee the Half-Life Adjustment; provided, further, that Lessor shall only be required to make such payment if the Owner Participant shall have irrevocably exercised its option pursuant to Section 2 Dollar amount computed by multiplying (i) 110% of the Residual Agreement. During direct cost to Lessee (based upon the last six (6direct cost to Lessee for similar aircraft in the fleet of Lessee) during the preceding 12 months of the Term (unless Lessee shall have elected to purchase the Aircraft or renew this Lease in accordance with the terms of this Lease), with reasonable notice, Lessee will cooperate, and cause any Sublessee to cooperate, in all reasonable respects with the efforts of Lessor to sell or lease the Aircraft, including, without limitation, permitting prospective purchasers or lessees to inspect fully the Aircraft and the records relating thereto, provided that such cooperation shall not interfere with the operation or maintenance performing for an engine of the Aircraft same model as the Engines (or Acceptable Alternate Engines) the scheduled engine heavy maintenance under the maintenance program then used by Lessee for engines of the same model as the Engines (or any SublesseeAcceptable Alternate Engines) by (ii) a fraction which (x) the numerator shall be the excess of 25% of the hours or cycles (whichever is applicable) of operation of one Engine between engine heavy maintenance allowable under the maintenance program then in use with respect to such Engines (or Acceptable Alternate Engines) over the actual average number of hours or cycles of operation of such Engines (or Acceptable Alternate Engines) remaining until the next such scheduled engine heavy maintenance and (y) the denominator shall be the number of hours or cycles allowable between such scheduled engine heavy maintenance.

Condition Upon Return. Unless purchased by Lessee pursuant to Section 19 hereof, upon the termination of this Lease at the end of the Basic Term or any Renewal Term or pursuant to Section 9(c) or 15, Lessee, at its own expense, will return the Airframe to Lessor at a major airport in one of the forty-eight contiguous states of the United States chosen by Lessee, and Lessee will give Lessor at least ten (10) days' prior written notice of the place of such return; provided, however, that if Lessor shall have made the request for storage pursuant to Section 5(d) hereof, Lessee shall return the Airframe to Lessor at the site of the storage at the end of the storage period. At the time of such return, Lessee will, unless otherwise requested by Lessor at least ninety (90) days prior to the return hereunder, cause the Aircraft, if it is not then so registered, to be registered under the laws of the United States with the Federal Aviation Administration in the name of the Lessor or its designee, provided that Lessee shall be relieved of its obligations under this sentence if (i) such registration is prohibited by reason of the failure of Lessor or its designee to be eligible on such date to own an aircraft registered with the Federal Aviation Administration or (ii) such registration is otherwise prohibited by applicable law; the Airframe will be fully equipped with the Engines (or other AlliedSignal LF507 type engines or four engines [Pratt & Whitney Model PW4168A] [Pratt & Whitney Model PW2040] engi▇▇▇ ▇r t▇▇ ▇▇▇▇nes of the same or another o▇ ▇▇▇ther 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 both engines shall be of the same make and model) duly installed thereon. Also, at the time of such return, such Airframe and Engines or engines (i) shall be certified (or, if not then registered under the Federal Aviation Act, shall be eligible for certification) as an airworthy aircraft by the Federal Aviation Administration, (ii) shall be free and clear of all Liens (other than Lessor Liens (including for this purpose Liens which would be Lessor Liens but for the proviso in the definition of Lessor Liens), Indenture Trustee's Liens and Loan Participant Liens) and rights of third parties under pooling, interchange, overhaul, repair or other similar agreements or arrangements, (iii) shall be in as good an operating condition as when delivered to Lessee hereunder, ordinary wear and tear excepted, or, in the case of any such engines owned by Lessee, shall have a value, utility and remaining useful life at least equal to, and shall be in as good an operating condition as required by the terms hereof with respect to, Engines constituting part of the Aircraft but not then installed on the Airframe, and (iv) shall be in compliance with the return conditions, if any, set forth in (a) Exhibit G, in the event such return occurs other than at the termination of this Lease on July 2, 2017, or (b) Exhibit H, in the event such return occurs at the termination of this Lease on July 2, 2017; provided that if a Half-Life Adjustment is required to be calculated pursuant to the terms of Exhibit H, if the Half-Life Adjustment is a positive number Lessee shall pay Lessor the Half-Life Adjustment and if the Half-Life Adjustment is a negative number Lessor shall pay Lessee the Half-Life Adjustment; provided, further, that Lessor shall only be required to make such payment if the Owner Participant shall have irrevocably exercised its option pursuant to Section 2 of the Residual Agreement. G. During the last six (6) months of the Term (unless Lessee shall have elected to purchase the Aircraft or renew this Lease in accordance with the terms of this Lease), with reasonable notice, Lessee will cooperate, and cause any Sublessee to cooperate, in all reasonable respects with the efforts of Lessor to sell or lease the Aircraft, including, without limitation, permitting prospective purchasers or lessees to inspect fully the Aircraft and the records relating thereto, provided that such cooperation shall not interfere with the operation or maintenance of the Aircraft by Lessee or any Sublessee.

Condition Upon Return. Unless purchased by Lessee pursuant to Section 19 hereof, upon the termination of this Lease at the end of the Basic Term or any Renewal Term or pursuant to Section 9(c) or 15, Lessee, at its own expense, will return the Airframe to Lessor at a major airport in one of the forty-eight contiguous states of the United States chosen by Lessee, and Lessee will give Lessor at least ten (10) days' prior written notice of the place of such return; provided, however, that if Lessor shall have made the request for storage pursuant to Section 5(d) hereof, Lessee shall return the Airframe to Lessor at the site of the storage at the end of the storage period. At the time of such return, Lessee will, unless otherwise requested by Lessor at least ninety (90) days prior to the return hereunder, cause the Aircraft, if it is not then so registered, to be registered under the laws of the United States with the Federal Aviation Administration in the name of the Lessor or its designee, provided that Lessee shall be relieved of its obligations under this sentence if (i) such registration is prohibited by reason of the failure of Lessor or its designee to be eligible on such date to own an aircraft registered with the Federal Aviation Administration or (ii) such registration is otherwise prohibited by applicable law; the Airframe will be fully equipped with the Engines (or other AlliedSignal LF507 type ▇▇▇▇▇ & ▇▇▇▇▇▇▇ Model PW4056 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, such Airframe and Engines or engines (i) shall be certified (or, if not then registered under the Federal Aviation Act, shall be eligible for certification) as an airworthy aircraft by the Federal Aviation Administration, (ii) shall be free and clear of all Liens (other than Lessor Liens (including for this purpose Liens which would be Lessor Liens but for the proviso in the definition of Lessor Liens), Indenture Trustee's Liens and Loan Participant Liens) and rights of third parties under pooling, interchange, overhaul, repair or other similar agreements or arrangements, (iii) shall be in as good an operating condition as when delivered to Lessee hereunder, ordinary wear and tear excepted, or, in the case of any such engines owned by Lessee, shall have a value, utility and remaining useful life at least equal to, and shall be in as good an operating condition as required by the terms hereof with respect to, Engines constituting part of the Aircraft but not then installed on the Airframe, and (iv) shall be in compliance with the return conditions, if any, set forth in (a) Exhibit G, in the event such return occurs other than at the termination of this Lease on July 2, 2017, or (b) Exhibit H, in the event such return occurs at the termination of this Lease on July 2, 2017; provided that if a Half-Life Adjustment is required to be calculated pursuant to the terms of Exhibit H, if the Half-Life Adjustment is a positive number Lessee shall pay Lessor the Half-Life Adjustment and if the Half-Life Adjustment is a negative number Lessor shall pay Lessee the Half-Life Adjustment; provided, further, that Lessor shall only be required to make such payment if the Owner Participant shall have irrevocably exercised its option pursuant to Section 2 of the Residual Agreement. G. During the last six (6) months of the Term (unless Lessee shall have elected to purchase the Aircraft or renew this Lease in accordance with the terms of this Lease), with reasonable notice, Lessee will cooperate, and cause any Sublessee to cooperate, in all reasonable respects with the efforts of Lessor to sell or lease the Aircraft, including, without limitation, permitting prospective purchasers or lessees to inspect fully the Aircraft and the records relating thereto, provided that such cooperation shall not interfere with the operation or maintenance of the Aircraft by Lessee or any Sublessee.

Condition Upon Return. Unless purchased by Lessee pursuant to Section 19 hereof, upon the termination of this Lease at the end of the Basic Term or any Renewal Term or pursuant to Section 9(c) or 15, Lessee, at its own expense, will return the Airframe to Lessor at a major airport in one of the forty-eight contiguous states of the United States chosen by Lessee, and Lessee will give Lessor at least ten (10) days' -20- prior written notice of the place of such return; providedPROVIDED, howeverHOWEVER, that if Lessor shall have made the request for storage pursuant to Section 5(d) hereof, Lessee shall return the Airframe to Lessor at the site of the storage at the end of the storage period. At the time of such return, Lessee will, unless otherwise requested by Lessor at least ninety (90) days prior to the return hereunder, cause the Aircraft, if it is not then so registered, to be registered under the laws of the United States with the Federal Aviation Administration in the name of the Lessor or its designee, provided PROVIDED that Lessee shall be relieved of its obligations under this sentence if (i) such registration is prohibited by reason of the failure of Lessor or its designee to be eligible on such date to own an aircraft registered with the Federal Aviation Administration or (ii) such registration is otherwise prohibited by applicable law; the Airframe will be fully equipped with the Engines (or other AlliedSignal LF507 type [CFM International, Inc. Model CFM56-5A4/5A5] [▇▇▇▇▇ & ▇▇▇▇▇▇▇ Model PW2040] [▇▇▇▇▇ & Whitney Model PW4056] engines or four [two] [four] engines of the same or another manufacturer of not less than equivalent utility, value and remaining useful life, and suitable for installation and use on the Airframe without impairing the value, utility or remaining useful life of the Aircraft; provided PROVIDED that all [both] [all] engines shall be of the same make and model) duly installed thereon. Also, at the time of such return, such Airframe and Engines or engines (i) shall be certified (or, if not then registered under the Federal Aviation Act, shall be eligible for certification) as an airworthy aircraft by the Federal Aviation Administration, (ii) shall be free and clear of all Liens (other than Lessor Liens (including for this purpose Liens which would be Lessor Liens but for the proviso in the definition of Lessor Liens), Indenture Trustee's Liens and Loan Participant Liens) and rights of third parties under pooling, interchange, overhaul, repair or other similar agreements or arrangements, (iii) shall be in as good an operating condition as when delivered to Lessee hereunder, ordinary wear and tear excepted, or, in the case of any such engines owned by Lessee, shall have a value, utility and remaining useful life at least equal to, and shall be in as good an operating condition as required by the terms hereof with respect to, Engines constituting part of the Aircraft but not then installed on the Airframe, and (iv) shall be in compliance with the return conditions, if any, set forth in (a) Exhibit G, in the event such return occurs other than at the termination of this Lease on July 2, 2017, or (b) Exhibit H, in the event such return occurs at the termination of this Lease on July 2, 2017; provided that if a Half-Life Adjustment is required to be calculated pursuant to the terms of Exhibit H, if the Half-Life Adjustment is a positive number Lessee shall pay Lessor the Half-Life Adjustment and if the Half-Life Adjustment is a negative number Lessor shall pay Lessee the Half-Life Adjustment; provided, further, that Lessor shall only be required to make such payment if the Owner Participant shall have irrevocably exercised its option pursuant to Section 2 of the Residual Agreement. EXHIBIT G. During the last six (6) months of the Term (unless Lessee shall have elected to purchase the Aircraft or renew this Lease in accordance with the terms of this Lease), with reasonable notice, Lessee will cooperate, and cause any Sublessee to cooperate, in all reasonable respects with the efforts of Lessor to sell or lease the Aircraft, including, without limitation, permitting prospective purchasers or lessees to inspect fully the Aircraft and the records relating thereto, provided PROVIDED that such cooperation shall not interfere with the operation or maintenance of the Aircraft by Lessee or any Sublessee.