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) on average, the Engines or Acceptable Alternate Engines shall not have been operated since the last engine shop visit more than 75% of the time represented by Lessee's average on-wing hang time as then applicable to mature engines employed on A330-___ aircraft in Lessee's fleet (based on a three (3) year average), (F) shall have all Lessee's and any Sublessee's exterior marking removed or painted over with areas thereof refinished to match adjacent areas and (G) shall be in 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.

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) on average, the Engines or Acceptable Alternate Engines shall not have been operated since the last engine shop visit more than 75% of the time represented by Lessee's average on-wing hang time as then applicable to mature engines employed on A330-___ aircraft in Lessee's fleet (based on a three (3) year average), (F) shall have all Lessee's and any Sublessee's exterior marking removed or painted over with areas thereof refinished to match adjacent areas and (G) shall be in 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 programLease.

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] [Pxxxx & Wxxxxxx Model PW2037] engines or two engines of the same or another manufacturer of not less than equivalent utility, value and remaining useful life, and suitable for installation and use on the Airframe without impairing the value, utility or remaining useful life of the Aircraft; provided that both engines shall be of the same make and model) duly installed thereon. Also, at the time of such return, 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) on average, the Engines or Acceptable Alternate Engines shall not have been operated since the last engine shop visit more than 75% of the time represented by Lessee's average on-wing hang time as then applicable to mature engines employed on A330-___ aircraft in Lessee's fleet (based on a three (3) year average), (F) shall have all Lessee's and any Sublessee's exterior marking removed or painted over with areas thereof refinished to match adjacent areas and (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 programcooperation shall not interfere with the operation or maintenance of the Aircraft by Lessee or any Sublessee.

Condition Upon Return. Unless purchased by Lessee pursuant to Section 19 or 20 hereof, upon the termination of this Lease at the end of the Basic Term or any Renewal Term or pursuant to 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) on average, in the Engines event that Lessee (or Acceptable Alternate Engines 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 operated since using an on-condition maintenance program with respect to the last 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 shop visit more than 75heavy maintenance shall be at least 25% of the time represented by Lessee's average on-wing hang time as hours or cycles (whichever shall be applicable) between engine heavy maintenance allowed under the maintenance program then applicable in use with respect to mature engines employed on A330-___ aircraft in Lessee's fleet such Engines (based on a three (3) year averageor 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 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(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 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 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 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 the Manufacturer to Lessee, 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) on average, the Engines or Acceptable Alternate Engines shall not have been operated since the last engine shop visit more than 75% of the time represented by Lessee's average on-wing hang time as then applicable to mature engines employed on A330-___ aircraft in Lessee's fleet (based on a three (3) year average), (F) shall have all Lessee's and any Sublessee's exterior marking removed or painted over with areas thereof refinished to match adjacent areas and (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) unless the return conditions set forth in Exhibit H are applicable, Exhibit G, or (b) Exhibit H, in the event such return occurs at the expiration of this Lease on April 27, 2017 or at the expiration of any Renewal Term but only if, in any such case, Lessor shall have irrevocably exercised its option to sell the Aircraft at such expiration, and shall be applicable but simultaneously exercising its rights, pursuant to the Airframe does not meet Residual Agreement or a Successor Residual Agreement. If a Half-Life Adjustment is required to be calculated pursuant to the conditions specified in said clause (D)terms of Exhibit H, if the 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 (i) 110% negative number Lessor shall pay Lessee the Half-Life Adjustment. In view of the direct cost fact that the required return conditions of the Aircraft for purposes of the Residual Agreement are identical to Lessee's obligations herein, Lessee (based upon agrees that any determination of Half-Life Adjustment under the direct cost to Residual Agreement or any Successor Residual Agreement shall be binding on Lessee for similar aircraft purposes of Exhibit H to this Lease. Lessee further agrees to pay to Lessor on the expiration of the Term the amount deducted from the Agreed Residual Value (as such term is used in the fleet of LesseeResidual Agreement or any comparable term is used in any Successor Residual Agreement) during the preceding 12 months of performing an airframe block overhaul of the type referred pursuant 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) in the denominator 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 be have elected to purchase 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 programcooperation 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 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 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 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 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 the Manufacturer to Lessee, 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) on average, the Engines or Acceptable Alternate Engines shall not have been operated since the last engine shop visit more than 75% of the time represented by Lessee's average on-wing hang time as then applicable to mature engines employed on A330-___ aircraft in Lessee's fleet (based on a three (3) year average), (F) shall have all Lessee's and any Sublessee's exterior marking removed or painted over with areas thereof refinished to match adjacent areas and (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) unless the return conditions set forth in Exhibit H are applicable, Exhibit G, or (b) Exhibit H, in the event such return occurs at the expiration of this Lease on January 2, 2017 or at the expiration of any Renewal Term but only if, in any such case, Lessor shall have irrevocably exercised its option to sell the Aircraft at such expiration, and shall be applicable but simultaneously exercising its rights, pursuant to the Airframe does not meet Residual Agreement or a Successor Residual Agreement. If a Half-Life Adjustment is required to be calculated pursuant to the conditions specified in said clause (D)terms of Exhibit H, if the 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 (i) 110% negative number Lessor shall pay Lessee the Half-Life Adjustment. In view of the direct cost fact that the required return condition of the Aircraft for purposes of the Residual Agreement are identical to Lessee's obligations herein, Lessee (based upon agrees that any determination of Half-Life Adjustment under the direct cost to Residual Agreement or any Successor Residual Agreement shall be binding on Lessee for similar aircraft purposes of Exhibit H to this Lease. Lessee further agrees to pay to Lessor on the expiration of the Term the amount deducted from the Agreed Residual Value (as such term is used in the fleet of LesseeResidual Agreement or any comparable term is used in any Successor Residual Agreement) during the preceding 12 months of performing an airframe block overhaul of the type referred pursuant 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) in the denominator 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 be have elected to purchase 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 programcooperation 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 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 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 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 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 the Manufacturer to Lessee, 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) on average, the Engines or Acceptable Alternate Engines shall not have been operated since the last engine shop visit more than 75% of the time represented by Lessee's average on-wing hang time as then applicable to mature engines employed on A330-___ aircraft in Lessee's fleet (based on a three (3) year average), (F) shall have all Lessee's and any Sublessee's exterior marking removed or painted over with areas thereof refinished to match adjacent areas and (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) unless the return conditions set forth in Exhibit H are applicable, Exhibit G, or (b) Exhibit H, in the event such return occurs at the expiration of this Lease on March 11, 2017 or at the expiration of any Renewal Term but only if, in any such case, Lessor shall have irrevocably exercised its option to sell the Aircraft at such expiration, and shall be applicable but simultaneously exercising its rights, pursuant to the Airframe does not meet Residual Agreement or a Successor Residual Agreement. If a Half-Life Adjustment is required to be calculated pursuant to the conditions specified in said clause (D)terms of Exhibit H, if the 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 (i) 110% negative number Lessor shall pay Lessee the Half-Life Adjustment. In view of the direct cost fact that the required return conditions of the Aircraft for purposes of the Residual Agreement are identical to Lessee's obligations herein, Lessee (based upon agrees that any determination of Half-Life Adjustment under the direct cost to Residual Agreement or any Successor Residual Agreement shall be binding on Lessee for similar aircraft purposes of Exhibit H to this Lease. Lessee further agrees to pay to Lessor on the expiration of the Term the amount deducted from the Agreed Residual Value (as such term is used in the fleet of LesseeResidual Agreement or any comparable term is used in any Successor Residual Agreement) during the preceding 12 months of performing an airframe block overhaul of the type referred pursuant 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) in the denominator 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 be have elected to purchase 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 programcooperation 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 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 xx xxxxx 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) on average, the Engines or Acceptable Alternate Engines shall not have been operated since the last engine shop visit more than 75% of the time represented by Lessee's average on-wing hang time as then applicable to mature engines employed on A330-___ aircraft in Lessee's fleet (based on a three (3) year average), (F) shall have all Lessee's and any Sublessee's exterior marking removed or painted over with areas thereof refinished to match adjacent areas and (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 programParticipation Agreement.

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 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) on average, the Engines or Acceptable Alternate Engines shall not have been operated since the last engine shop visit more than 75% of the time represented by Lessee's average on-wing hang time as then applicable to mature engines employed on A330-___ aircraft in Lessee's fleet (based on a three (3) year average), (F) shall have all Lessee's and any Sublessee's exterior marking removed or painted over with areas thereof refinished to match adjacent areas and (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) unless the return conditions set forth in Exhibit H are applicable, Exhibit G, or (b) Exhibit H, in the event such return occurs at the expiration of this Lease on [__________]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 applicable but simultaneously exercising its rights, pursuant to the Airframe does not meet Residual Agreement [or a Successor Residual Agreement]. If a Half-Life Adjustment is required to be calculated pursuant to the conditions specified in said clause (D)terms of Exhibit H, if the 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 programcooperation shall not interfere with the operation or maintenance of the Aircraft by Lessee or any Sublessee.

Condition Upon Return. Unless purchased by Lessee pursuant to Section 19 or 20 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 Aircraftpreceding sentence, the existence and the extent of any diminution in Fair Market Sales Value contemplated therein shall be determined by mutual agreement, and if no such agreement is reached between the parties within ten (10) shall not then be using Business Days of Lessor's notice that it desires a continuous maintenance program valuation with respect to such damage history (the Airframe immediately prior to such return but instead shall have been using a block overhaul program with respect to "Damage History Notice"), the Airframe, then parties will use the appraisal process set forth in Paragraph (ic) such block overhaul program shall have been approved by the government of registry of the Aircraft Option Addendum to determine the existence and extent of such diminution. The parties will use their best efforts to complete such valuation as promptly as practicable, but, in any event, within thirty (ii30) Business Days after the Airframe Damage History Notice. A final determination regarding the existence and extent of any diminution shall have remaining until be binding and conclusive on both parties. Upon Lessor's request, Lessee shall assign to Lessor Lessee's rights under any manufacturer's or servicer's maintenance service contracts and/or extended warranties for the next scheduled block overhaul at least 25% of the allowable hours between block overhauls permitted under the block overhaul program then used by Lessee or such Sublessee, (E) on averageAircraft, the Engines or Acceptable Alternate Engines shall not have been operated since and/or any Parts. If at the last engine shop visit more than 75% time of the time represented by Lessee's average on-wing hang time as then applicable to mature engines employed on A330-___ aircraft in Lessee's fleet (based on a three (3) year average), (F) shall have all Lessee's and any Sublessee's exterior marking removed or painted over with areas thereof refinished to match adjacent areas and (G) shall be in a state return 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.the

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 Xxxxx & Xxxxxxx 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, 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) on average, the Engines or Acceptable Alternate Engines shall not have been operated since the last engine shop visit more than 75% of the time represented by Lessee's average on-wing hang time as then applicable to mature engines employed on A330-___ aircraft in Lessee's fleet (based on a three (3) year average), (F) shall have all Lessee's and any Sublessee's exterior marking removed or painted over with areas thereof refinished to match adjacent areas and (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 programcooperation 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 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 15Section 15 hereof, 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 a major airport on Lessee's principal maintenance bases located 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 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 Aircraft to Lessor at the site of the storage (in which event Lessor shall reimburse Lessee for Lessee's out-of-pocket expenses in ferrying the 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 site). 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 Aircraft, at least ninety (90) 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 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, Owner Participant Lessor or Lessor's its 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 Enginesother United Technologies Corporation, Xxxxx & Xxxxxxx Group, Model PW4056 engines or four engines of the same or another manufacturer of equivalent value and utility and suitable for installation and use on the Airframe; provided that all four engines shall be of the same make, model and manufacturer) 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 Federal Aviation Act by reason of the proviso of to clause (iA) in the preceding sentence or because Lessor has not so requested that the Aircraft not be so registeredregistration of the Aircraft, 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 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 configurationconfiguration used by [First Amended and Restated Lease Agreement (1989 I)] Lessee, and in as good a operating condition as when delivered by Seller the Manufacturer to Lessee, ordinary wear and tear excepted, and otherwise in the condition required to be maintained under and subject to Lessee's FAA-approved maintenance plan (notwithstanding any plan, irrespective of whether such Airframe or Engines have been under Sublease theretofore in effect)during the Term, (Div) 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 be using a block overhaul program with respect to the Airframe, then (iA) such block overhaul program shall have been approved by the government of registry all necessary governmental approvals of the country under the laws of which the Aircraft shall then have been registered and (iiB) 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 SublesseeLessee, (Ev) on average, in the Engines or Acceptable Alternate Engines event that Lessee during the period of operation of the Aircraft immediately prior to such return shall not have been operated since using an on- condition maintenance program with respect to the last Engines or 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 engines) on such Engines or engines remaining until the next scheduled engine shop visit more than 75heavy maintenance shall be at least 25% of the time represented by Lessee's average on-wing hang time as hours or cycles (whichever shall be applicable) between engine heavy maintenance allowed under the maintenance program then applicable in use with respect to mature engines employed on A330-___ aircraft in Lessee's fleet (based on a three (3) year average)such Engines or engines, (Fvi) shall have all Lessee's and any Sublessee's exterior marking markings removed or painted over with the areas thereof refinished to match adjacent areas areas, and (Gvii) shall be in a state of cleanliness suitable under Lessee's normal service standards for operation in Lessee's revenue passenger service 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 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 (Div) of the first paragraph of this subsection (aSection 5(a) shall be applicable but the Airframe does not meet the conditions specified in said clause (Div), Lessee shall pay or cause to be paid to Lessor, concurrently with the return thereof, Lessor a Dollar amount computed by multiplying (i) 110120% 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 (Div) 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 [First Amended and Restated Lease Agreement (1989 I)] number of hours of operation allowable between such block overhauls in accordance with such block overhaul program. If clause (v) of the first paragraph of this Section 5(a) shall be applicable but the Engines or engines do not meet the conditions specified in said clause (v), Lessee shall pay or cause to be paid to Lessor a Dollar amount, in regard to each Engine or engine, as the case may be, computed by multiplying (i) 120% of the direct cost to Lessee (based upon the direct cost to Lessee for similar aircraft in the fleet of Lessee) during the preceding 12 months of performing for an engine of the same model as the Engines the scheduled engine heavy maintenance under the maintenance program then used by Lessee for engines of the same model as the Engines, by (ii) a fraction of which (x) the numerator shall be the excess of 25% of the hours or cycles of operation of one Engine (whichever is applicable) between engine heavy maintenance allowable under the maintenance program then in use with respect to such Engines or engines over the actual average number of hours or cycles of operation on all four Engines or engines remaining until the next such scheduled engine heavy maintenance and (y) the denominator shall be the number of hours or cycles allowable between such scheduled engine heavy maintenance. During the last six 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 the Aircraft and any records then required to be maintained by the FAA 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, or the business of, Lessee or any Sublessee.

Condition Upon Return. Unless purchased by Lessee pursuant to Section 19 or 20 hereof, upon the termination of this Lease at the end of the Basic Term or any Renewal Term or pursuant to 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) on average, the Engines or Acceptable Alternate Engines shall not have been operated since the last engine shop visit more than 75% of the time represented by Lessee's average on-wing hang time as then applicable to mature engines employed on A330-___ aircraft in Lessee's fleet (based on a three (3) year average), (F) shall have all Lessee's and any Sublessee's exterior marking removed or painted over with areas thereof refinished to match adjacent areas and (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 programcooperation shall not interfere with the operation or maintenance of the Aircraft by Lessee or any Sublessee.

Condition Upon Return. Unless purchased by Lessee pursuant to Section 19 or 20 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) on average, the Engines or Acceptable Alternate Engines shall not have been operated since the last engine shop visit more than 75% of the time represented by Lessee's average on-wing hang time as then applicable to mature engines employed on A330-___ aircraft in Lessee's fleet (based on a three (3) year average), (F) shall have all Lessee's and any Sublessee's exterior marking removed or painted over with areas thereof refinished to match adjacent areas and (G) shall be in 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 programLease.

Condition Upon Return. Unless purchased by Lessee pursuant to Section 19 9(b) 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 9(bSection 9(c) or 15, unless Lessor has requested that Lessee Lessee, at its own expense, will 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 maintenance base located at San Francisco International Airport (or any principal maintenance bases located base established by Lessee in one of the forty-eight contiguous states of the United States chosen subsequent to the date hereof); provided, however, that if Lessor shall have made the request for storage pursuant to Section 5(d) hereof, Lessee shall return the Aircraft to Lessor at the site of the storage. If requested in writing by Lessee, and Lessee will give Lessor at least ten (10) thirty days prior written notice to the return of the place 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 pursuant to Section 5(d) if Lessor requests such returna ferry flight. 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 Federal Aviation Act by reason of the proviso of to clause (iA) in the preceding sentence or because Lessor has not so requested that the Aircraft not be so registeredregistration of the Aircraft, 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 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, (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, configuration and in as good a condition as when delivered by Seller Manufacturer to Lessee, ordinary wear and tear excepted, and otherwise in the condition required to be maintained under Lessee's FAA-approved maintenance plan Section 7 hereof (notwithstanding any Sublease theretofore in effect), (Div) 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 (iA) such block overhaul program shall have been approved by the government of registry all necessary governmental approvals of the country under the laws of which the Aircraft shall then have been registered and (iiB) 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 SublesseeLessee, (Ev) on average, in the Engines or Acceptable Alternate Engines event that Lessee during the period of operation of the Aircraft immediately prior to such return shall not have been operated since using an on-condition maintenance program with respect to the last 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 shop visit more than 75heavy maintenance shall be at least 25% of the time represented by Lessee's average on-wing hang time as hours or cycles (whichever is applicable) between engine heavy maintenance allowed under the maintenance program then applicable in use with respect to mature engines employed on A330-___ aircraft in Lessee's fleet such Engines (based on a three (3) year averageor Acceptable Alternate Engines), (Fvi) shall have all Lessee's and any Sublessee's exterior marking markings removed or painted over with the areas thereof refinished to match adjacent areas areas, and (Gvii) 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 (Div) of the first paragraph of this subsection (aSection 5(a) shall be applicable but the Airframe does not meet the conditions specified in said clause (Div), Lessee shall pay or cause to be paid to Lessor, concurrently with the return thereof, a Dollar amount computed by multiplying (i) 110120% 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 (Div) by (ii) a fraction of which (x) the numerator shall be the excess of 25% of the hours of operation allowable between such block overhauls over the actual number of hours of operation remaining on the Airframe to the next such block overhaul and (y) the denominator shall be the number of hours of operation allowable between such block overhauls in accordance with such block overhaul program. If clause (v) of the first paragraph of this Section 5(a) shall be applicable but the Engines (or Acceptable Alternate Engines) do not meet the conditions specified in said clause (v), Lessee shall pay or cause to be paid to Lessor, concurrently with the return thereof, a Dollar amount computed by multiplying (i) 120% of the direct cost to Lessee (based upon the direct cost to Lessee for similar aircraft in 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 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 the Aircraft and any maintenance records relating to 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, 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 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' -20- prior written notice of the place of such return; PROVIDED, HOWEVER, that if Lessor shall have made the request for storage pursuant to Section 5(d) hereof, Lessee shall return the Airframe to Lessor at the site of the storage at the end of the storage period. At the time of such return, (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 [CFM International, Inc. Model CFM56-5A4/5A5] [Xxxxx & Xxxxxxx Model PW2040] [Xxxxx & Whitney Model PW4056] engines or [two] [four] engines of the same or another manufacturer of not less than equivalent utility, value and remaining useful life, and suitable for installation and use on the Airframe without impairing the value, utility or remaining useful life of the Aircraft; PROVIDED that [both] [all] engines shall be of the same make and model) duly installed thereon. Also, at the time of such return, 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) on average, the Engines or Acceptable Alternate Engines shall not have been operated since the last engine shop visit more than 75% of the time represented by Lessee's average on-wing hang time as then applicable to mature engines employed on A330-___ aircraft in Lessee's fleet (based on a three (3) year average), (F) shall have all Lessee's and any Sublessee's exterior marking removed or painted over with areas thereof refinished to match adjacent areas and (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 programcooperation shall not interfere with the operation or maintenance of the Aircraft by Lessee or any Sublessee.

Condition Upon Return. Unless purchased by Lessee pursuant to Section 19 or 20 hereof, upon the termination of this Lease at the end of the Basic Term or any Renewal Term or pursuant to 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) on average, in the Engines event that Lessee (or Acceptable Alternate Engines 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 operated since using an on-condition maintenance program with respect to the last 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 shop visit more than 75heavy maintenance shall be at least 25% of the time represented by Lessee's average on-wing hang time as hours or cycles (whichever shall be applicable) between engine heavy maintenance allowed under the maintenance program then applicable in use with respect to mature engines employed on A330-___ aircraft in Lessee's fleet such Engines (based on a three (3) year averageor 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 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 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. Xxxx International Airport, St. Xxxx, Minnesota, or Xxxxx 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 Sublessor, and (ii) the Airframe shall have remaining until the next scheduled block overhaul at least 25% of the allowable hours between block overhauls permitted under the block overhaul program then used by Lessee or such Sublessee, (E) on average, the Engines or Acceptable Alternate Engines shall not have been operated since the last engine shop visit more than 75% of the time represented by Lessee's average on-wing hang time as then applicable to mature engines employed on A330-___ aircraft in Lessee's fleet (based on a three (3) year average), (F) shall have all Lessee's and any Sublessee's exterior marking removed or painted over with areas thereof refinished to match adjacent areas and (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 programapproval not to be unreasonably withheld.

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 [Pratt & Whitney Model PW4168A] [Pratt & Whitney Model PW2040] engixxx xr txx xxxxnes of the same ox xxxther manufacturer of not less than equivalent utility, value and remaining useful life, and suitable for installation and use on the Airframe without impairing the value, utility or remaining useful life of the Aircraft; provided that both engines shall be of the same make and model) duly installed thereon. Also, at the time of such return, 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) on average, the Engines or Acceptable Alternate Engines shall not have been operated since the last engine shop visit more than 75% of the time represented by Lessee's average on-wing hang time as then applicable to mature engines employed on A330-___ aircraft in Lessee's fleet (based on a three (3) year average), (F) shall have all Lessee's and any Sublessee's exterior marking removed or painted over with areas thereof refinished to match adjacent areas and (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 programcooperation shall not interfere with the operation or maintenance of the Aircraft by Lessee or any Sublessee.

Condition Upon Return. Unless purchased by Lessee pursuant to Section 19 or 20 hereof, upon the termination of this Lease at the end of the Basic Term or any Renewal Term or pursuant to 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 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) on average, the Engines or Acceptable Alternate Engines shall not have been operated since the last engine shop visit more than 75% of the time represented by Lessee's average on-wing hang time as then applicable to mature engines employed on A330-___ aircraft in Lessee's fleet (based on a three (3) year average), (F) shall have all Lessee's and any Sublessee's exterior marking removed or painted over with areas thereof refinished to match adjacent areas and (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 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 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 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 be paid make such payment if the Owner Participant shall have irrevocably exercised its option pursuant to Lessor, concurrently with the return thereof, a Dollar amount computed by multiplying (i) 110% Section 2 of the direct cost to Lessee Residual Agreement. During the last six (based upon the direct cost to Lessee for similar aircraft in the fleet of Lessee6) during the preceding 12 months of performing an airframe block overhaul of the type referred Term (unless Lessee shall have elected to in such clause (D) by (ii) a fraction of which (x) purchase 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 programcooperation shall not interfere with the operation or maintenance of the Aircraft by Lessee or any Sublessee.

Condition Upon Return. Unless purchased by Lessee pursuant to Section 19 or 20 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% of the allowable hours between block overhauls permitted under the block overhaul program then used by Lessee or such Sublessee, (E) on average, the Engines or Acceptable Alternate Engines shall not have been operated since the last engine shop visit more than 75% of the time represented by Lessee's average on-wing hang time as then applicable to mature engines employed on A330-___ aircraft in Lessee's fleet (based on a three (3) year average), (F) shall have all Lessee's and any Sublessee's exterior marking removed or painted over with areas thereof refinished to match adjacent areas and (G) shall be in 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 contest does not meet the conditions specified in said clause (D), Lessee shall pay involve any material risk of criminal liability or cause to be paid any unindemnified material risk of 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.contest then Lessee

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 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 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 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 the Manufacturer to Lessee, 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) on average, the Engines or Acceptable Alternate Engines shall not have been operated since the last engine shop visit more than 75% of the time represented by Lessee's average on-wing hang time as then applicable to mature engines employed on A330-___ aircraft in Lessee's fleet (based on a three (3) year average), (F) shall have all Lessee's and any Sublessee's exterior marking removed or painted over with areas thereof refinished to match adjacent areas and (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) unless the return conditions set forth in Exhibit H are applicable, Exhibit G, or (b) Exhibit H, in the event such return occurs at the expiration of this Lease on January 29, 2017 or at the expiration of any Renewal Term but only if, in any such case, Lessor shall have irrevocably exercised its option to sell the Aircraft at such expiration, and shall be applicable but simultaneously exercising its rights, pursuant to the Airframe does not meet Residual Agreement or a Successor Residual Agreement. If a Half-Life Adjustment is required to be calculated pursuant to the conditions specified in said clause (D)terms of Exhibit H, if the 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 (i) 110% negative number Lessor shall pay Lessee the Half-Life Adjustment. In view of the direct cost fact that the required return condition of the Aircraft for purposes of the Residual Agreement are identical to Lessee's obligations herein, Lessee (based upon agrees that any determination of Half-Life Adjustment under the direct cost to Residual Agreement or any Successor Residual Agreement shall be binding on Lessee for similar aircraft purposes of Exhibit H to this Lease. Lessee further agrees to pay to Lessor on the expiration of the Term the amount deducted from the Agreed Residual Value (as such term is used in the fleet of LesseeResidual Agreement or any comparable term is used in any Successor Residual Agreement) during the preceding 12 months of performing an airframe block overhaul of the type referred pursuant 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) in the denominator 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 be have elected to purchase 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 programcooperation 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.