Common use of Maintenance and Repair Clause in Contracts

Maintenance and Repair. Lessee will:- (a) keep the Aircraft airworthy in all respects and in good repair and condition; (b) not change the Agreed Maintenance Programme or the schedule of the Agreed Maintenance Programme without the written consent of Lessor; (c) maintain the Aircraft in accordance with the Agreed Maintenance Programme through the Agreed Maintenance Performer and perform (at the respective intervals provided in the Agreed Maintenance Programme) all Major Checks; (d) maintain the Aircraft in accordance with FAA Federal Air Regulations Part 121 and any other rules and regulations of the FAA as may be applicable to passenger category aircraft and in at least the same manner and with at least the same care, including, without limitation, maintenance scheduling, modification status and technical condition, as is the case with respect to similar aircraft owned or otherwise operated by Lessee and as if Lessee were to retain the Aircraft in its fleet and continue to operate the Aircraft after the Expiry Date and including, without limitation, all maintenance to the Airframe, any Engine or any Part required to maintain all warranties, performance guarantees or service life policies in full force and effect; (e) comply with all mandatory inspection and modification requirements, airworthiness directives and similar requirements applicable to the Aircraft, any Engine or Part having a compliance date during the Term or within 180 days after the Expiry Date and which are required by the Air Authority, and/or the FAA and/or the laws of the state of manufacture of the Aircraft, any Engine or Part and/or recommended by any manufacturer of the Aircraft, any Engine or Part (each of the foregoing being hereinafter referred to as a "Relevant AD"). The cost of compliance with any single Relevant AD shall be allocated among Lessor and Lessee as follows:- (i) Lessee shall be responsible for the first $100,000 of such cost; (ii) Lessor and Lessee shall share, on an equal basis, the portion of such cost (if any) which exceeds $100,000 up to and including $200,000; and (iii) Lessor shall be wholly responsible for the portion of such cost (if any) which exceeds $200,000 (subject always to the provisions of the following paragraph). Notwithstanding the foregoing, in the event that the total cost of any single Relevant AD (such total cost to be mutually agreed, in good faith, between Lessor and Lessee) exceeds $200,000 (the "Threshold Amount"), Lessor may elect not to make its contribution to the cost of compliance with such Relevant AD as described in (iii) above. If Lessor shall so elect, Lessee shall be entitled, by giving prior written notice to Lessor, to terminate this Agreement and redeliver the Aircraft to Lessor in accordance with Clause 12 and Schedule 3 (except for compliance with the Relevant AD which gave rise to such termination) on the earlier of (x) the date which is 30 days after the date of such notice from Lessee to Lessor; or (y) the date on which the Aircraft is required to be removed from service by reason of non-compliance with the applicable Relevant AD. Such notice shall specify the proposed redelivery date of the Aircraft by Lessee and, upon the receipt of such notice by Lessor, the then current definition of Expiry Date shall be deemed to have been amended accordingly. Upon any termination of this Agreement pursuant to this Clause 8.11 (e), neither party shall be under any further obligation to the other hereunder except for (x) accrued obligations of Lessee hereunder; and (y) obligations hereunder which are expressed to continue notwithstanding the expiration of the Term and provided further that Lessor shall, if applicable having regard to the provisions of Clause 7.3, make the rebate described in Clause 7.3 (i) and the adjustment payments described in Schedule 3 shall be payable by Lessee; (f) comply with all applicable laws and the regulations of the Air Authority and other aviation authorities with jurisdiction over Lessee or the Aircraft, any Engine or Part regardless of upon whom such requirements are imposed and which relate to the maintenance, condition, use or operation of the Aircraft or require any modification or alteration to the Aircraft, any Engine or Part; (g) maintain in good standing a current certificate of airworthiness (in the appropriate category for the nature of the operations of the Aircraft) for the Aircraft issued by the Air Authority except where the Aircraft is undergoing maintenance, modification or repair required or permitted by this Agreement and will from time to time provide to Lessor a copy on request; (h) if required by the Air Authority, maintain a current certification as to maintenance issued by or on behalf of the Air Authority in respect of the Aircraft and will from time to time provide to Lessor a copy on request; and (i) procure promptly the replacement of any Engine or Part which has become time, cycle or calendar expired, lost, stolen, seized, confiscated, destroyed, damaged beyond repair, unserviceable or permanently rendered unfit for use, with an engine or part complying with the conditions set out in Clause 8.13(a).

Maintenance and Repair. Lessee will:- At its own cost and expense, Borrower shall cause the Aircraft, the Airframe, and each Engine (aand any engine that is not an Engine but installed on the Aircraft) to be maintained, serviced, repaired, and overhauled in accordance with (1) while operated by Borrower, Borrower’s FAA-approved maintenance program and, while operated by a Permitted Lessee, Permitted Lessee’s Approved Maintenance Program, (in either case, the “Maintenance Program”) so as (aa) to keep the Aircraft, the Airframe, and each Engine in as good operating condition as on the Closing Date, ordinary wear and tear excepted, and (bb) to keep the Aircraft airworthy in all respects and in good repair and condition; (b) not change such operating condition as may be necessary to enable the Agreed Maintenance Programme or the schedule applicable airworthiness certification of the Agreed Maintenance Programme without Aircraft to be maintained under the written consent regulations of Lessor; (c) maintain the FAA or other Aviation Authority then having jurisdiction over the operation of the Aircraft (but in any event in accordance with the Agreed Maintenance Programme through the Agreed Maintenance Performer and perform Program), except during (at the respective intervals provided in the Agreed Maintenance Programmex) all Major Checks; (d) maintain the Aircraft temporary periods of storage during which time appropriate storage maintenance will be performed in accordance with FAA Federal Air Regulations Part 121 applicable regulations, (y) maintenance and any other rules and regulations of modification permitted hereunder, or (z) periods when the FAA as may be applicable to passenger category aircraft or such other Aviation Authority has revoked or suspended the airworthiness certificates for Similar Aircraft; and (2) except during periods when a Permitted Lease is in at least effect, the same manner and with at least the same care, including, without limitation, maintenance scheduling, modification status and technical condition, standards as is the case Borrower uses with respect to similar aircraft owned or otherwise operated by Lessee and as if Lessee were to retain the Similar Aircraft in its fleet and continue to operate operated by Borrower in similar circumstances and, during any period in which a Permitted Lease is in effect, in accordance with the Aircraft after Maintenance Program of the Expiry Date and includingPermitted Lessee. Borrower further agrees that the Aircraft, without limitation, all maintenance to the Airframe, any Engine and Engines will be maintained, used, serviced, repaired, overhauled, or any Part required inspected in compliance with applicable Laws with respect to maintain all warrantiesthe maintenance of the Aircraft and in compliance with each applicable airworthiness certificate, performance guarantees or service life policies in full force license, and effect; (e) comply with all mandatory inspection and modification requirements, airworthiness directives and similar requirements applicable registration relating to the Aircraft, the Airframe, or any Engine or Part having a compliance date during the Term or within 180 days after the Expiry Date and which are required issued by the Air Aviation Authority, and/or other than minor or nonrecurring violations with respect to which corrective measures are taken upon discovery thereof and except to the FAA and/or extent Borrower or Permitted Lessee is contesting in good faith the laws validity or application of the state any such Law or requirement relating to any such certificate, license, or registration in any reasonable manner which does not create any material risk of manufacture sale, loss, or forfeiture of the Aircraft, the Airframe, or any Engine or Part and/or recommended by the interest of Security Agent or any manufacturer Lender therein, or any material risk of criminal liability or material civil penalty against Security Agent or any Lender. Borrower shall maintain or cause to be maintained the Aircraft Documents in English (except that, during the term of any Permitted Lease to a Permitted Lessee who is a Permitted Foreign Air Carrier, such Permitted Lessee may maintain Aircraft Records in the primary language of the Aircraftcountry in which such Permitted Lessee is located; provided, any Engine certified translations shall be made into English of all such Aircraft Records by appropriate translators qualified to an internationally recognizable standard on an ongoing basis and no less frequently than once each year and provided that each such translated document shall be further endorsed by the official stamp, or Part (each certified signature of the foregoing being hereinafter referred to as a "Relevant AD"). The cost of compliance accountable manager with any single Relevant AD shall be allocated among Lessor and Lessee as follows:- (i) Lessee shall be responsible responsibility for the first $100,000 of such cost; (ii) Lessor and Lessee shall share, on an equal basis, the portion of such cost (if any) which exceeds $100,000 up to and including $200,000; and (iii) Lessor shall be wholly responsible for the portion of such cost (if any) which exceeds $200,000 (subject always to the provisions quality control of the following paragraph). Notwithstanding the foregoing, in the event that the total cost of any single Relevant AD (such total cost to be mutually agreed, in good faith, between Lessor and Lessee) exceeds $200,000 (the "Threshold Amount"), Lessor may elect not to make its contribution to the cost of compliance with such Relevant AD as described in (iii) above. If Lessor shall so elect, Lessee shall be entitled, by giving prior written notice to Lessor, to terminate this Agreement and redeliver the Aircraft to Lessor in accordance with Clause 12 and Schedule 3 (except for compliance with the Relevant AD which gave rise to such termination) on the earlier of (x) the date which is 30 days after the date of such notice from Lessee to Lessor; or (y) the date on which the Aircraft is required to be removed from service by reason of non-compliance with the applicable Relevant AD. Such notice shall specify the proposed redelivery date of the Aircraft by Lessee and, upon the receipt of such notice by Lessor, the then current definition of Expiry Date shall be deemed to have been amended accordingly. Upon any termination of this Agreement pursuant to this Clause 8.11 (e), neither party shall be under any further obligation to the other hereunder except for (x) accrued obligations of Lessee hereunder; and (y) obligations hereunder which are expressed to continue notwithstanding the expiration of the Term and provided further that Lessor shall, if applicable having regard to the provisions of Clause 7.3, make the rebate described in Clause 7.3 (i) and the adjustment payments described in Schedule 3 shall be payable by Lessee; (f) comply with all applicable laws and the regulations of the Permitted Foreign Air Authority and other aviation authorities with jurisdiction over Lessee or the Aircraft, any Engine or Part regardless of upon whom such requirements are imposed and which relate to the maintenance, condition, use or operation of the Aircraft or require any modification or alteration to the Aircraft, any Engine or Part; (g) maintain in good standing a current certificate of airworthiness (in the appropriate category for the nature of the operations of the Aircraft) for the Aircraft issued by the Air Authority except where the Aircraft is undergoing maintenance, modification or repair required or permitted by this Agreement and will from time to time provide to Lessor a copy on request; (h) if required by the Air Authority, maintain a current certification as to maintenance issued by or on behalf of the Air Authority in respect of the Aircraft and will from time to time provide to Lessor a copy on request; and (i) procure promptly the replacement of any Engine or Part which has become time, cycle or calendar expired, lost, stolen, seized, confiscated, destroyed, damaged beyond repair, unserviceable or permanently rendered unfit for use, with an engine or part complying with the conditions set out in Clause 8.13(aCarrier).

Maintenance and Repair. Lessee will:- (a) keep the Aircraft airworthy in all respects and in good repair and condition; (b) not change the Agreed Maintenance Programme Performer without providing the Lessor with prior written notice; (c) not materially change the Lessee's Maintenance Program or the schedule of the Agreed Lessee's Maintenance Programme Program without the prior written consent of Lessor; (cd) maintain the Aircraft in accordance with the Agreed Lessee's Maintenance Programme Program through the Agreed Maintenance Performer and perform (at the respective intervals provided in the Agreed Lessee's Maintenance ProgrammeProgram) all Major Checks; (de) maintain the Aircraft in accordance with FAA Federal Air Regulations the standard of maintenance required by FAR Part 121 121, Subpart L and any other rules and regulations of the FAA as may be applicable to passenger category aircraft and in at least the same manner and with at least the same care, including, without limitation, maintenance scheduling, modification status and technical condition, as is the case with respect to similar aircraft owned or otherwise operated by Lessee and as if Lessee were to retain and continue operating the Aircraft in its fleet and continue to operate the Aircraft after the Expiry Date and Date, including, without limitation, all maintenance to the Airframe, any Engine or any Part required to maintain all warranties, performance guarantees or service life policies in full force and effecteffect except to the extent of conflict with the rules and regulations of the Air Authority; (ef) subject to Letter Agreement No. 1, comply with all outstanding (i.e. at or prior to the Expiry Date) mandatory inspection and modification requirements, airworthiness directives and similar requirements applicable to the Aircraft, any Engine or Part having a compliance date during the Term or within 180 * days after the Expiry Date and which are required by the Air Authority, Authority and/or the FAA and/or the laws of the state of manufacture of the Aircraft, any Engine or Part and/or recommended mandated by any manufacturer of the Aircraft, any Engine or Part (each of the foregoing being hereinafter referred to as a an "Relevant AD"Airworthiness Directive). The cost of compliance with any single Relevant AD shall be allocated among Lessor and Lessee as follows:- (i) Lessee shall be responsible for the first $100,000 of such cost; (ii) Lessor and Lessee shall share, on an equal basis, the portion of such cost (if any) which exceeds $100,000 up to and including $200,000; and (iii) Lessor shall be wholly responsible for the portion of such cost (if any) which exceeds $200,000 (subject always to the provisions of the following paragraph). Notwithstanding the foregoing, in the event that the total cost of any single Relevant AD (such total cost to be mutually agreed, in good faith, between Lessor and Lessee) exceeds $200,000 (the "Threshold Amount"), Lessor may elect not to make its contribution to the cost of compliance with such Relevant AD as described in (iii) above. If Lessor shall so elect, Lessee shall be entitled, by giving prior written notice to Lessor, to terminate this Agreement and redeliver the Aircraft to Lessor in accordance with Clause 12 and Schedule 3 (except for compliance with the Relevant AD which gave rise to such termination) on the earlier of (x) the date which is 30 days after the date of such notice from Lessee to Lessor; or (y) the date on which the Aircraft is required to be removed from service by reason of non-compliance with the applicable Relevant AD. Such notice shall specify the proposed redelivery date of the Aircraft by Lessee and, upon the receipt of such notice by Lessor, the then current definition of Expiry Date shall be deemed to have been amended accordingly. Upon any termination of this Agreement pursuant to this Clause 8.11 (e), neither party shall be under any further obligation to the other hereunder except for (x) accrued obligations of Lessee hereunder; and (y) obligations hereunder which are expressed to continue notwithstanding the expiration of the Term and provided further that Lessor shall, if applicable having regard to the provisions of Clause 7.3, make the rebate described in Clause 7.3 (i) and the adjustment payments described in Schedule 3 shall be payable by Lessee; (fg) comply with all applicable laws Laws and the regulations of the Air Authority and other aviation authorities with jurisdiction over Lessee or the Aircraft, any Engine or Part regardless of upon whom such requirements are imposed and which relate to the maintenance, condition, use or operation of the Aircraft or require any modification or alteration to the Aircraft, any Engine or Part; (gh) maintain in good standing a current certificate of airworthiness (in the appropriate category for the nature of the operations of the Aircraft) for the Aircraft issued by the Air Authority except where the Aircraft is undergoing maintenance, modification or repair required or permitted by this Agreement and will from time to time provide to Lessor a copy on request; (hi) if required by the Air Authority, maintain a current certification as to maintenance issued by or on behalf of the Air Authority in respect of the Aircraft and will from time to time provide to Lessor a copy on request; and (ij) procure promptly the replacement of any Engine or Part which has become time, cycle or calendar expired, lost, stolen, seized, confiscated, destroyed, damaged beyond repair, unserviceable or permanently rendered unfit for use, with an engine or part complying with the conditions set out in Clause 8.13(a) and in the case of any Engine which suffers an Engine Event of Loss, shall procure that such engine complies with the provisions of Clause 11.1(c).

Maintenance and Repair. Lessee will:- At its own cost and expense, Borrower shall cause the Aircraft, the Airframe, and each Engine to be maintained, serviced, repaired, and overhauled in accordance with (a1) maintenance standards required by, or substantially as stringent as those required by, the FAA (the “Maintenance Program”), so as (aa) to keep the Aircraft, the Airframe, and each Engine in as good operating condition as on the Closing Date, ordinary wear and tear excepted, (bb) in passenger configuration, and (cc) to keep the Aircraft airworthy in all respects and in good repair and condition; (b) not change such operating condition as may be necessary to enable the Agreed Maintenance Programme or applicable airworthiness certification of such Aircraft to be maintained under the schedule regulations of the Agreed Maintenance Programme without FAA or other Aviation Authority then having jurisdiction over the written consent operation of Lessor; (c) maintain the Aircraft (but in any event in accordance with the Agreed Maintenance Programme through the Agreed Maintenance Performer and perform Program), except during (at the respective intervals provided in the Agreed Maintenance Programmex) all Major Checks; (d) maintain the Aircraft temporary periods of storage in accordance with FAA Federal Air Regulations Part 121 applicable regulations and applicable manufacturer guidelines, in which case Borrower undertakes to notify Mortgagee of any such storage and any other rules change in the Maintenance Program as a result thereof, (y) maintenance and regulations of modification permitted hereunder, or (z) periods when the FAA as may be applicable to passenger category aircraft or such other Aviation Authority has revoked or suspended the airworthiness certificates for Similar Aircraft; and (2) except during periods when a Permitted Lease is in at least effect, the same manner and with at least the same care, including, without limitation, maintenance scheduling, modification status and technical condition, standards as is the case Borrower uses with respect to similar aircraft owned or otherwise of similar size in its fleet operated by Borrower in similar circumstances and, during any period in which a Permitted Lease is in effect, the same standards used by the Permitted Lessee and as if Lessee were with respect to retain the Aircraft similar aircraft of similar size in its fleet and continue operated by the Permitted Lessee in similar circumstances. Borrower further agrees that the Aircraft, the Airframe, and Engines will be maintained, used, serviced, repaired, overhauled, or inspected in compliance with applicable Laws with respect to operate the maintenance of the Aircraft after and in compliance with each applicable airworthiness certificate, license, and registration relating to the Expiry Date Aircraft, the Airframe, or any Engine issued by the Aviation Authority, other than minor or nonrecurring violations with respect to which corrective measures are taken upon discovery thereof and includingexcept to the extent Borrower or Permitted Lessee is contesting in good faith the validity or application of any such Law or requirement relating to any such certificate, without limitationlicense, all maintenance or registration in any reasonable manner which does not create any material risk of sale, loss, or forfeiture of the Aircraft, the Airframe, or any Engine or the interest of Mortgagee or any Lender therein, or any material risk of criminal liability or material civil penalty against Mortgagee or any Lender. Borrower shall maintain or cause to be maintained the Aircraft Documents in English. Any maintenance, service, repair or overhaul that is intended to be accomplished with respect to the Airframe, any Engine Engine, or any Part required to maintain all warrantiesPart, performance guarantees as the case may be, shall be accomplished by Borrower or service life policies in full force and effect; (e) comply with all mandatory inspection and modification requirements, airworthiness directives and similar requirements applicable to the Aircraft, any Engine Permitted Lessee or Part having a compliance date during the Term or within 180 days after the Expiry Date and which are required by Persons certificated by the Air AuthorityFAA, and/or JAA/EASA or any other applicable governmental or regulatory agency or authority having jurisdiction over such Person, and approved by the FAA and/or the laws of the state of manufacture of the AircraftFAA, any Engine JAA/EASA or Part and/or recommended by any manufacturer of the Aircraft, any Engine or Part (each of the foregoing being hereinafter referred to as a "Relevant AD"). The cost of compliance with any single Relevant AD shall be allocated among Lessor and Lessee as follows:- (i) Lessee shall be responsible such other agency for the first $100,000 of such cost; (ii) Lessor and Lessee shall share, on an equal basis, the portion of such cost (if any) which exceeds $100,000 up to and including $200,000; and (iii) Lessor shall be wholly responsible for the portion of such cost (if any) which exceeds $200,000 (subject always to the provisions of the following paragraph). Notwithstanding the foregoing, in the event that the total cost accomplishment of any single Relevant AD (such total cost to be mutually agreed, in good faith, between Lessor and Lessee) exceeds $200,000 (the "Threshold Amount"), Lessor may elect not to make its contribution to the cost of compliance with such Relevant AD as described in (iii) above. If Lessor shall so elect, Lessee shall be entitled, by giving prior written notice to Lessor, to terminate this Agreement and redeliver the Aircraft to Lessor in accordance with Clause 12 and Schedule 3 (except for compliance with the Relevant AD which gave rise to such termination) on the earlier of (x) the date which is 30 days after the date of such notice from Lessee to Lessor; or (y) the date on which the Aircraft is required to be removed from service by reason of non-compliance with the applicable Relevant AD. Such notice shall specify the proposed redelivery date of the Aircraft by Lessee and, upon the receipt of such notice by Lessor, the then current definition of Expiry Date shall be deemed to have been amended accordingly. Upon any termination of this Agreement pursuant to this Clause 8.11 (e), neither party shall be under any further obligation to the other hereunder except for (x) accrued obligations of Lessee hereunder; and (y) obligations hereunder which are expressed to continue notwithstanding the expiration of the Term and provided further that Lessor shall, if applicable having regard to the provisions of Clause 7.3, make the rebate described in Clause 7.3 (i) and the adjustment payments described in Schedule 3 shall be payable by Lessee; (f) comply with all applicable laws and the regulations of the Air Authority and other aviation authorities with jurisdiction over Lessee or the Aircraft, any Engine or Part regardless of upon whom such requirements are imposed and which relate to the maintenance, conditionservice, use repair or operation of the Aircraft or require any modification or alteration to the Aircraft, any Engine or Part; (g) maintain in good standing a current certificate of airworthiness (in the appropriate category for the nature of the operations of the Aircraft) for the Aircraft issued by the Air Authority except where the Aircraft is undergoing maintenance, modification or repair required or permitted by this Agreement and will from time to time provide to Lessor a copy on request; (h) if required by the Air Authority, maintain a current certification as to maintenance issued by or on behalf of the Air Authority in respect of the Aircraft and will from time to time provide to Lessor a copy on request; and (i) procure promptly the replacement of any Engine or Part which has become time, cycle or calendar expired, lost, stolen, seized, confiscated, destroyed, damaged beyond repair, unserviceable or permanently rendered unfit for use, with an engine or part complying with the conditions set out in Clause 8.13(a)overhaul.

Maintenance and Repair. Lessee will:- (a) keep So long as an Aircraft, Airframe or Engine is subject to the Aircraft airworthy in all respects and in good repair and condition; (b) not change the Agreed Maintenance Programme or the schedule Lien of the Agreed Maintenance Programme without Mortgage, the written consent of Lessor; (c) maintain the Aircraft Company shall cause such Aircraft, Airframe or Engine to be maintained, serviced, repaired and overhauled in accordance with (i) the Agreed Maintenance Programme through Company’s maintenance program for the Agreed Maintenance Performer same manufacturer and perform model as such Aircraft, Airframe or Engine approved by the FAA or maintenance standards required by or substantially equivalent to those required by the central aviation authority of Canada, France, Germany, Japan, the Netherlands or the United Kingdom for such Aircraft, Airframe and Engine, so as to (at A) keep such Aircraft, Airframe and Engine in as good operating condition as on the respective intervals provided in the Agreed Maintenance ProgrammeClosing Date, ordinary wear and tear excepted, and (B) all Major Checks; (d) maintain the keep such Aircraft in accordance with FAA Federal Air Regulations Part 121 and any other rules and such operating condition as may be necessary to enable the applicable airworthiness certification of such Aircraft to be maintained under the regulations of the FAA as may be or other Aviation Authority then having jurisdiction over the operation of such Aircraft, except in any such case during (x) temporary periods of storage in accordance with applicable regulations, maintenance and modification permitted hereunder or (z) periods when the FAA or such other Aviation Authority has revoked or suspended the airworthiness certificates for Boeing 737- 800 and/or Boeing 737-700 aircraft unless such grounding by the FAA or Aviation Authority was caused by the failure of the Company to passenger category aircraft maintain, service, repair and overhaul such Aircraft in at least the manner required hereby; and (ii) except during periods when a Permitted Lease with respect to such Aircraft, Airframe or Engine is in effect, the same manner and with at least standards as the same care, including, without limitation, maintenance scheduling, modification status and technical condition, as is the case Company uses with respect to similar aircraft owned or otherwise of similar size in its fleet operated by the Company in similar circumstances and, during any period in which a Permitted Lease with respect to such Aircraft, Airframe or Engine is in effect, the same standards used by the Permitted Lessee and as if Lessee were with respect to retain the Aircraft similar aircraft of similar size in its fleet and continue to operate the Aircraft after the Expiry Date and including, without limitation, all maintenance to the Airframe, any Engine or any Part required to maintain all warranties, performance guarantees or service life policies in full force and effect; (e) comply with all mandatory inspection and modification requirements, airworthiness directives and similar requirements applicable to the Aircraft, any Engine or Part having a compliance date during the Term or within 180 days after the Expiry Date and which are required operated by the Air Authority, and/or Permitted Lessee in similar circumstances (it being understood that this clause (ii) shall not limit the FAA and/or Company’s obligations under the laws of the state of manufacture of the Aircraft, any Engine or Part and/or recommended by any manufacturer of the Aircraft, any Engine or Part preceding clause (each of the foregoing being hereinafter referred to as a "Relevant AD"i)). The cost of Company further agrees that each Aircraft, Airframe and Engine will be maintained, used, serviced, repaired, overhauled or inspected in compliance with any single Relevant AD shall be allocated among Lessor and Lessee as follows:- (i) Lessee shall be responsible for applicable Laws with respect to the first $100,000 maintenance of such cost; (ii) Lessor Aircraft, Airframe and Lessee shall share, on an equal basis, the portion of such cost (if any) which exceeds $100,000 up to Engine and including $200,000; and (iii) Lessor shall be wholly responsible for the portion of such cost (if any) which exceeds $200,000 (subject always to the provisions of the following paragraph). Notwithstanding the foregoing, in the event that the total cost of any single Relevant AD (such total cost to be mutually agreed, in good faith, between Lessor and Lessee) exceeds $200,000 (the "Threshold Amount"), Lessor may elect not to make its contribution to the cost of compliance with such Relevant AD as described in (iii) above. If Lessor shall so electeach applicable airworthiness certificate, Lessee shall be entitled, by giving prior written notice to Lessor, to terminate this Agreement license and redeliver the Aircraft to Lessor in accordance with Clause 12 and Schedule 3 (except for compliance with the Relevant AD which gave rise registration relating to such termination) on the earlier of (x) the date which is 30 days after the date of such notice from Lessee to Lessor; or (y) the date on which the Aircraft is required to be removed from service by reason of non-compliance with the applicable Relevant AD. Such notice shall specify the proposed redelivery date of the Aircraft by Lessee and, upon the receipt of such notice by Lessor, the then current definition of Expiry Date shall be deemed to have been amended accordingly. Upon any termination of this Agreement pursuant to this Clause 8.11 (e), neither party shall be under any further obligation to the other hereunder except for (x) accrued obligations of Lessee hereunder; and (y) obligations hereunder which are expressed to continue notwithstanding the expiration of the Term and provided further that Lessor shall, if applicable having regard to the provisions of Clause 7.3, make the rebate described in Clause 7.3 (i) and the adjustment payments described in Schedule 3 shall be payable by Lessee; (f) comply with all applicable laws and the regulations of the Air Authority and other aviation authorities with jurisdiction over Lessee or the Aircraft, any Airframe or Engine or Part regardless of upon whom such requirements are imposed and which relate to the maintenance, condition, use or operation of the Aircraft or require any modification or alteration to the Aircraft, any Engine or Part; (g) maintain in good standing a current certificate of airworthiness (in the appropriate category for the nature of the operations of the Aircraft) for the Aircraft issued by the Air Authority Aviation Authority, other than minor or nonrecurring violations with respect to which corrective measures are taken upon discovery thereof and except where to the extent the Company or Permitted Lessee is contesting in good faith the validity or application of any such Law or requirement relating to any such certificate, license or registration in any reasonable manner which does not create a material risk of sale, loss or forfeiture of such Aircraft, Airframe or Engine or the interest of the Collateral Agent therein, or any material risk of criminal liability or material civil penalty against the Collateral Agent or any other Secured Party. The Company shall maintain or cause to be maintained (or regularly translate) the Aircraft is undergoing maintenance, modification or repair required or permitted by this Agreement and will from time to time provide to Lessor a copy on request; (h) if required by Documents in the Air Authority, maintain a current certification as to maintenance issued by or on behalf of the Air Authority in respect of the Aircraft and will from time to time provide to Lessor a copy on request; and (i) procure promptly the replacement of any Engine or Part which has become time, cycle or calendar expired, lost, stolen, seized, confiscated, destroyed, damaged beyond repair, unserviceable or permanently rendered unfit for use, with an engine or part complying with the conditions set out in Clause 8.13(a)English language.

Maintenance and Repair. Lessee will:-will: (a) keep Keep the Aircraft airworthy in all respects and in good repair and condition; (b) not Not change the Agreed Maintenance Programme Program or the schedule of the Agreed Maintenance Programme Program without the written consent of Lessor; (c) maintain Maintain the Aircraft in accordance with the Agreed Maintenance Programme Program through the Agreed Maintenance Performer and perform (at the respective intervals provided in the Agreed Maintenance ProgrammeProgram) all Major Checks; (d) maintain Maintain the Aircraft in accordance with FAA Federal Air Regulations Part 121 and any other rules and regulations regula- tions of the FAA as may be applicable to passenger category aircraft and in at least the same manner and with at least the same care, including, without limitation, maintenance scheduling, modification status and technical condition, as is the case with respect to similar aircraft owned or otherwise operated by Lessee and as if Lessee were to retain the Aircraft in its fleet and continue to operate the Aircraft after the Expiry Date and including, without limitation, all maintenance to the Airframe, any Engine or any Part required to maintain all warranties, performance per- formance guarantees or service life policies in full force and effecteffect and will not discriminate in the care, scheduling, scope, status or technical condition of maintenance of the Aircraft as compared with other aircraft included in Lessee's fleet of Boeing 737 Aircraft; (e) comply Comply with all mandatory inspection and modification modifi- cation requirements, airworthiness directives and similar requirements applicable to the Aircraft, any Engine or Part having a compliance date during the Term or within 180 sixty (60) days after the Expiry Expiration Date and which are required by the Air Authority, and/or the FAA and/or the laws of the state of manufacture of the Aircraft, any Engine or Part and/or recommended by any manufacturer of the Aircraft, any Engine or Part Authority (each of the foregoing being hereinafter referred to as a "Relevant AD"). The cost of compliance with any single Relevant AD shall be allocated among Lessor and Lessee as follows:-follows: (i) Lessee shall be responsible for the first $100,000 200,000 of such cost; (ii) Lessor and Lessee shall share, on an equal basis, the portion of such cost (if any) which exceeds $100,000 200,000 up to and including $200,000350,000; and (iii) Lessor shall be wholly responsible for the portion of such cost (if any) which exceeds $200,000 350,000 (subject always to the provisions of the following paragraph). Notwithstanding the foregoing, in the event that the total cost of any single Relevant AD (such total cost to be mutually agreed, in good faith, between Lessor and Lessee) exceeds $200,000 350,000 (the "Threshold Amount"), Lessor may elect not to make its contribution to the cost of compliance with such Relevant AD as described in (iii) above. If Lessor shall so elect, Lessee shall be entitled, by giving prior written notice to Lessor, to terminate this Agreement and redeliver the Aircraft to Lessor in accordance with Clause 12 the terms of Sections 12.1 through 12.8 and Schedule 3 (except for compliance with the Relevant AD which gave rise to such termination) on the earlier of (x) the date which is 30 days after the date of such notice from Lessee to Lessor; Lessor or (y) the date on which the Aircraft is required to be removed from service by reason of non-compliance with the applicable Relevant AD. Such notice shall specify the proposed redelivery date of the Aircraft by Lessee and, upon the receipt of such notice by Lessor, the then current definition of Expiry Expiration Date shall be deemed to have been amended accordingly. Upon any termination of this Agreement pursuant to this Clause 8.11 (eSection 8.11(e), neither party shall be under any further obligation to in the other hereunder except for (x) accrued obligations of Lessee hereunder; and (y) obligations hereunder which are expressed to continue notwithstanding the expiration of the Term and provided further Term; provided, however, that Lessor shall, if applicable having regard to the provisions of Clause Section 7.3, make the rebate described in Clause 7.3 (i) and the adjustment payments described in Schedule 3 Section 7.3(b) but shall be payable under no obligation to repay, rebate or otherwise refund any Maintenance Reserves previously paid by Lessee;Lessee under this Agreement. (f) comply Comply with all applicable laws and the regulations regula- tions of the Air Authority and other aviation authorities with jurisdiction over Lessee or the Aircraft, any Engine or Part regardless of upon whom such requirements are imposed and which relate to the maintenance, condition, use or operation of the Aircraft or require any modification or alteration to the Aircraft, any Engine or Part; (g) maintain Maintain in good standing a current certificate of airworthiness (in the appropriate category for the nature of the operations of the Aircraft) for the Aircraft issued by the Air Authority except where (i) the Aircraft is undergoing maintenance, modification or repair required or permitted by this Agreement or (ii) the Aircraft's Certificate of Airworthiness is withdrawn by the Air Authority for all Aircraft of the same model as the Aircraft, and will from time to time provide to Lessor a copy of such certificate of airworthiness on request; (h) if If required by the Air Authority, maintain a current certification as to maintenance issued by or on behalf of the Air Authority in respect of the Aircraft and will from time to time provide to Lessor a copy on request; and (i) procure Procure promptly the replacement of any Engine or Part which has become time, cycle or calendar expired, lost, stolen, seized, confiscated, destroyed, damaged beyond repair, unserviceable or permanently rendered unfit for use, with an engine or part complying with the conditions set out in Clause Section 8.13(a).

Maintenance and Repair. Lessee will:- (a) keep the Aircraft airworthy in all respects and in good repair and condition; (b) not materially change the Agreed Maintenance Programme or the schedule of the Agreed Maintenance Programme without the written consent of Lessor; (c) maintain the Aircraft in accordance with the Agreed Maintenance Programme through the Agreed Maintenance Performer and perform (at the respective intervals provided in the Agreed Maintenance Programme) all Major Checks; (d) maintain the Aircraft in accordance with FAA Federal Air Regulations Part 121 and any other rules and regulations of the FAA as may be applicable to passenger category aircraft and in at least the same manner and with at least the same care, including, without limitation, maintenance scheduling, modification status and technical condition, as is the case with respect to similar aircraft owned or otherwise operated by Lessee and as if Lessee were to retain the Aircraft in its fleet and continue to operate the Aircraft after the Expiry Date and including, without limitation, all maintenance to the Airframe, any Engine or any Part required to maintain all warranties, performance guarantees or service life policies in full force and effect; (e) comply with all mandatory inspection and modification requirements, requirements and airworthiness directives and similar requirements applicable to the Aircraft, any Engine or Part issued during the Term having a compliance date during the Term or within 180 days after the Expiry Date (except as provided in paragraph (f) of Section 1 of Schedule 3) and which are required by the Air Authority, and/or the FAA and/or the laws of the state of manufacture of the Aircraft, any Engine or Part and/or recommended by any manufacturer of the Aircraft, any Engine or Part (each of the foregoing being hereinafter referred to as a "Relevant AD"). The cost of compliance with any single Relevant AD shall be allocated among Lessor and Lessee as follows:- (i) Lessee shall be responsible for the first $100,000 of such cost; (ii) Lessor and Lessee shall share, on an equal basis, the portion of such cost (if any) which exceeds $100,000 up to and including $200,000; and (iii) Lessor shall be wholly responsible for the portion of such cost (if any) which exceeds $200,000 (subject always to the provisions of the following paragraph). Notwithstanding the foregoing, in the event that the total cost of any single Relevant AD (such total cost to be mutually agreed, in good faith, between Lessor and Lessee) exceeds $200,000 (the "Threshold Amount"), Lessor may elect not to make its contribution to the cost of compliance with such Relevant AD as described in (iii) above. If Lessor shall so elect, Lessee shall be entitled, by giving prior written notice to Lessor, to terminate this Agreement and redeliver the Aircraft to Lessor in accordance with Clause 12 and Schedule 3 (except for compliance with the Relevant AD which gave rise to such termination) on the earlier of (x) the date which is 30 days after the date of such notice from Lessee to Lessor; or (y) the date on which the Aircraft is required to be removed from service by reason of non-compliance with the applicable Relevant AD. Such notice shall specify the proposed redelivery date of the Aircraft by Lessee and, upon the receipt of such notice by Lessor, the then current definition of Expiry Date shall be deemed to have been amended accordingly. Upon any termination of this Agreement pursuant to this Clause 8.11 (e), neither party shall be under any further obligation to the other hereunder except for (x) accrued obligations of Lessee hereunder; and (y) obligations hereunder which are expressed to continue notwithstanding the expiration of the Term and provided further that Lessor shall, if applicable having regard to the provisions of Clause 7.3, make the rebate described in Clause 7.3 (i) and the adjustment payments described in Schedule 3 shall be payable by Lessee; (f) comply with all applicable laws and the regulations of the Air Authority and other aviation authorities with jurisdiction over Lessee or the Aircraft, any Engine or Part regardless of upon whom such requirements are imposed and which relate to the maintenance, condition, use or operation of the Aircraft or require any modification or alteration to the Aircraft, any Engine or Part; (g) maintain in good standing a current certificate of airworthiness (in the appropriate category for the nature of the operations of the Aircraft) for the Aircraft issued by the Air Authority except where the Aircraft is undergoing maintenance, modification or repair required or permitted by this Agreement and will from time to time provide to Lessor a copy on request; (h) if required by the Air Authority, maintain a current certification as to maintenance issued by or on behalf of the Air Authority in respect of the Aircraft and will from time to time provide to Lessor a copy on request; and (i) procure promptly the replacement of any Engine or Part which has become time, cycle or calendar expired, lost, stolen, seized, confiscated, destroyed, damaged beyond repair, unserviceable or permanently rendered unfit for use, with an engine or part complying with the conditions set out in Clause 8.13(a).

Maintenance and Repair. Lessee will:-will maintain, overhaul and repair the Aircraft (or arrange for the Aircraft to be maintained, overhauled and repaired, through the Maintenance Performer), so that: (a) keep the Aircraft airworthy is kept in all respects as good operating condition and in good repair as the condition of the Aircraft as at Delivery and conditionafter giving effect to any post-Delivery modifications, repairs or maintenance paid for or otherwise provided by or on behalf of Lessor, except for ordinary wear and tear; (b) not change the Agreed Maintenance Programme or Lessee has a current certificate of airworthiness (issued by the schedule of Air Authority in the Agreed Maintenance Programme without appropriate public transport category) for the written consent of LessorAircraft; (c) maintain the Aircraft in accordance complies with the Agreed Maintenance Programme through the Agreed Maintenance Performer and perform (at the respective intervals provided in the Agreed Maintenance Programmei) all Major Checks; (d) maintain applicable Regulations including the Aircraft in accordance with FAA Federal Air Regulations standard stipulated by FAR Part 121 Subpart L and any other rules and regulations of the FAA as may be applicable and, subject to passenger category aircraft and the provisions of ss. 8.10(d), in at least the same manner and with at least the same care, including, without limitationincluding record keeping, maintenance scheduling, modification status and technical condition, as is the case with respect to similar aircraft owned or otherwise operated by Lessee and as if Lessee were to retain and continue operating the Aircraft in its fleet and continue to operate the Aircraft after the Expiry Date and includingDate, without limitation, all including ill maintenance to the Airframe, any Engine or any Part required to maintain all warranties, performance guarantees guaranties or service life policies that are assigned by Lessor to Lessee in full Full force and effect; ; and (eii) comply with the requirements of all mandatory inspection Airworthiness Directives and modification requirementsall service bulletins designated by the State of Design or State of Registry as "mandatory," and to be carried out before the Return Occasion or the Scheduled Expiry Date, airworthiness directives and similar requirements applicable to the Aircraftwhichever is later, any Engine or Part having a compliance date during the Term or within a period of 180 days after the Return Occasion or the Scheduled Expiry Date and which are required by the Air AuthorityDate, and/or the FAA and/or the laws of the state of manufacture of the Aircraft, any Engine or Part and/or recommended by any manufacturer of the Aircraft, any Engine or Part (each of the foregoing being hereinafter referred to as a "Relevant AD"). The cost of compliance with any single Relevant AD shall be allocated among Lessor and Lessee as follows:- (i) Lessee shall be responsible for the first $100,000 of such cost; (ii) Lessor and Lessee shall share, on an equal basis, the portion of such cost (if any) which exceeds $100,000 up to and including $200,000whichever is later; and (iiid) Lessor shall be wholly responsible for all maintenance is carried out according to Lessee's Maintenance Program in at least the portion of such cost (if any) which exceeds $200,000 (subject always same manner and with at least the same care, including maintenance scheduling, modification status and technical condition, as is the case with respect to the provisions of the following paragraph). Notwithstanding the foregoingsimilar aircraft owned or otherwise operated by Lessee; provided, however, in the event that Lessee determines that any particular expenditure or modification may not be prudent during the total cost of any single Relevant AD (such total cost last nine months prior to be mutually agreedthe Scheduled Expiry Date, then Lessor and Lessee shall discuss the issue and negotiate in good faith, between Lessor and Lessee) exceeds $200,000 (the "Threshold Amount"), Lessor may elect not faith to make its contribution to the cost of compliance with such Relevant AD as described in (iii) above. If Lessor shall so elect, Lessee shall be entitled, by giving prior written notice to Lessor, to terminate this Agreement and redeliver the Aircraft to Lessor in accordance with Clause 12 and Schedule 3 (except for compliance with the Relevant AD which gave rise to such termination) agree on the earlier of (x) the date which is 30 days after the date of such notice from Lessee to Lessor; or (y) the date on which the Aircraft is required to be removed from service by reason of non-compliance with the applicable Relevant AD. Such notice shall specify the proposed redelivery date of the Aircraft by Lessee and, upon the receipt of such notice by Lessor, the then current definition of Expiry Date shall be deemed to have been amended accordingly. Upon any termination of this Agreement pursuant to this Clause 8.11 (e), neither party shall be under any further obligation to the other hereunder except for (x) accrued obligations of Lessee hereunder; and (y) obligations hereunder which are expressed to continue notwithstanding the expiration of the Term and provided further that Lessor shall, if applicable having regard to the provisions of Clause 7.3, make the rebate described in Clause 7.3 (i) and the adjustment payments described in Schedule 3 shall be payable by Lessee; (f) comply with all applicable laws and the regulations of the Air Authority and other aviation authorities with jurisdiction over Lessee or the Aircraft, any Engine or Part regardless of upon whom such requirements are imposed and which relate to the maintenance, condition, use or operation of the Aircraft or require any modification or alteration to the Aircraft, any Engine or Part; (g) maintain in good standing a current certificate of airworthiness (in the appropriate category for the nature of the operations of the Aircraft) for the Aircraft issued by the Air Authority except where the Aircraft is undergoing maintenance, modification or repair required or permitted by this Agreement and will from time to time provide to Lessor a copy on request; (h) if required by the Air Authority, maintain a current certification as to maintenance issued by or on behalf of the Air Authority in respect of the Aircraft and will from time to time provide to Lessor a copy on request; and (i) procure promptly the replacement of any Engine or Part which has become time, cycle or calendar expired, lost, stolen, seized, confiscated, destroyed, damaged beyond repair, unserviceable or permanently rendered unfit for use, with an engine or part complying with the conditions set out in Clause 8.13(a)mutually acceptable solution.

Maintenance and Repair. Lessee will:- (a) keep the Aircraft airworthy in all respects and in good repair and condition; (b) not change the Agreed Maintenance Programme Performer without providing the Lessor with prior written notice; (c) not materially change the Lessee's Maintenance Program or the schedule of the Agreed Lessee's Maintenance Programme Program without the prior written consent of Lessor; (cd) maintain the Aircraft in accordance with the Agreed Lessee's Maintenance Programme Program through the Agreed Maintenance Performer and perform (at the respective intervals provided in the Agreed Lessee's Maintenance ProgrammeProgram) all Major Checks; (de) maintain the Aircraft in accordance with FAA Federal Air Regulations the standard of maintenance required by FAR Part 121 121, Subpart L and any other rules and regulations of the FAA as may be applicable to passenger category aircraft and in at least the same manner and with at least the same care, including, without limitation, maintenance scheduling, modification status and technical condition, as is the case with respect to similar aircraft owned or otherwise operated by Lessee and as if Lessee were to retain and continue operating the Aircraft in its fleet and continue to operate the Aircraft after the Expiry Date and Date, including, without limitation, all maintenance to the Airframe, any Engine or any Part required to maintain all warranties, performance guarantees or service life policies in full force and effecteffect except to the extent of conflict with the rules and regulations of the Air Authority; (ef) subject to Letter Agreement No. 1, comply with all outstanding (i.e. at or prior to the Expiry Date) mandatory inspection and modification requirements, airworthiness directives and similar requirements applicable to the Aircraft, any Engine or Part having a compliance date during the Term or within 180 days after the Expiry Date and which are required by the Air Authority, Authority and/or the FAA and/or the laws of the state of manufacture of the Aircraft, any Engine or Part and/or recommended mandated by any manufacturer of the Aircraft, any Engine or Part (each of the foregoing being hereinafter referred to as a an "Relevant AD"Airworthiness Directive). The cost of compliance with any single Relevant AD shall be allocated among Lessor and Lessee as follows:- (i) Lessee shall be responsible for the first $100,000 of such cost; (ii) Lessor and Lessee shall share, on an equal basis, the portion of such cost (if any) which exceeds $100,000 up to and including $200,000; and (iii) Lessor shall be wholly responsible for the portion of such cost (if any) which exceeds $200,000 (subject always to the provisions of the following paragraph). Notwithstanding the foregoing, in the event that the total cost of any single Relevant AD (such total cost to be mutually agreed, in good faith, between Lessor and Lessee) exceeds $200,000 (the "Threshold Amount"), Lessor may elect not to make its contribution to the cost of compliance with such Relevant AD as described in (iii) above. If Lessor shall so elect, Lessee shall be entitled, by giving prior written notice to Lessor, to terminate this Agreement and redeliver the Aircraft to Lessor in accordance with Clause 12 and Schedule 3 (except for compliance with the Relevant AD which gave rise to such termination) on the earlier of (x) the date which is 30 days after the date of such notice from Lessee to Lessor; or (y) the date on which the Aircraft is required to be removed from service by reason of non-compliance with the applicable Relevant AD. Such notice shall specify the proposed redelivery date of the Aircraft by Lessee and, upon the receipt of such notice by Lessor, the then current definition of Expiry Date shall be deemed to have been amended accordingly. Upon any termination of this Agreement pursuant to this Clause 8.11 (e), neither party shall be under any further obligation to the other hereunder except for (x) accrued obligations of Lessee hereunder; and (y) obligations hereunder which are expressed to continue notwithstanding the expiration of the Term and provided further that Lessor shall, if applicable having regard to the provisions of Clause 7.3, make the rebate described in Clause 7.3 (i) and the adjustment payments described in Schedule 3 shall be payable by Lessee; (fg) comply with all applicable laws Laws and the regulations of the Air Authority and other aviation authorities with jurisdiction over Lessee or the Aircraft, any Engine or Part regardless of upon whom such requirements are imposed and which relate to the maintenance, condition, use or operation of the Aircraft or require any modification or alteration to the Aircraft, any Engine or Part; (gh) maintain in good standing a current certificate of airworthiness (in the appropriate category for the nature of the operations of the Aircraft) for the Aircraft issued by the Air Authority except where the Aircraft is undergoing maintenance, modification or repair required or permitted by this Agreement and will from time to time provide to Lessor a copy on request; (hi) if required by the Air Authority, maintain a current certification as to maintenance issued by or on behalf of the Air Authority in respect of the Aircraft and will from time to time provide to Lessor a copy on request; and (ij) procure promptly the replacement of any Engine or Part which has become time, cycle or calendar expired, lost, stolen, seized, confiscated, destroyed, damaged beyond repair, unserviceable or permanently rendered unfit for use, with an engine or part complying with the conditions set out in Clause 8.13(a) and in the case of any Engine which suffers an Engine Event of Loss, shall procure that such engine complies with the provisions of Clause 11.1(c).

Maintenance and Repair. Lessee will:-will: (a) keep Keep the Aircraft airworthy in all respects and in good repair and condition; (b) not Not change the Agreed Maintenance Programme Program or the schedule of the Agreed Maintenance Programme Program without the written consent of Lessor;; provided, that such agreement of Lessor shall not be required with respect to amendments to the Agreed Maintenance Program which are required by law, including any rule, regulation, order or directive of the FAA or other Government Entity having jurisdiction over the maintenance and operation of the Aircraft (c) maintain Maintain the Aircraft in accordance with the Agreed Maintenance Programme Program through the Agreed Maintenance Performer Performers and perform (at the respective intervals provided in the Agreed Maintenance ProgrammeProgram) all Major Checks; (d) maintain Maintain the Aircraft in accordance with FAA Federal Air Aviation Regulations Part 121 and any other rules and regulations of the FAA as may be applicable to passenger category aircraft and in at least the same manner and with at least the same care, [including, without limitation, maintenance scheduling, modification status and technical condition, ,] as is the case with respect to similar aircraft owned or otherwise operated by Lessee and as if Lessee were to retain the Aircraft in its fleet and continue to operate the Aircraft after the Expiry Date and including, without limitation, all maintenance to the Airframe, any Engine or any Part required to maintain all warranties, performance guarantees or service life policies in full force and effecteffect and will not discriminate in the care, scheduling, scope, status or technical condition of maintenance of the Aircraft as compared with other aircraft included in Lessee's fleet of Boeing 737 Aircraft; (e) comply Comply with all mandatory inspection and modification requirements, airworthiness directives and similar requirements applicable to the Aircraft, any Engine or Part having a compliance date during the Term or within 180 sixty (60) days after the Expiry Expiration Date and which are required by the Air Authority, and/or the FAA and/or the laws of the state of manufacture of the Aircraft, any Engine or Part and/or recommended by any manufacturer of the Aircraft, any Engine or Part Authority (each of the foregoing being hereinafter referred to as a "Relevant AD"). The cost of compliance with any single Relevant AD shall be allocated among Lessor and Lessee as follows:-follows: (i) Lessee shall be responsible for the first $100,000 of such cost; (ii) Lessor and Lessee shall share, on an equal basis, the portion of such cost (if any) which exceeds $100,000 up to and including $200,000; and (iii) Lessor shall be wholly responsible for the portion of such cost (if any) which exceeds $200,000 (subject always to the provisions of the following paragraph). Notwithstanding the foregoing, in the event that the total cost of any single Relevant AD (such total cost to be mutually agreed, in good faith, between Lessor and Lessee) exceeds $200,000 (the "Threshold Amount"), Lessor may elect not to make its contribution to the cost of compliance with such Relevant AD as described in (iii) above. If Lessor shall so elect, Lessee shall be entitled, by giving prior written notice to Lessor, to terminate this Agreement and redeliver the Aircraft to Lessor in accordance with Clause 12 the terms of Sections 12.1 through 12.8 and Schedule 3 (except for compliance with the Relevant AD which gave rise to such termination) on the earlier of (x) the date which is 30 days after the date of such notice from Lessee to Lessor; Lessor or (y) the date on which the Aircraft is required to be removed from service by reason of non-compliance with the applicable Relevant AD. Such notice shall specify the proposed redelivery date of the Aircraft by Lessee and, upon the receipt of such notice by Lessor, the then current definition of Expiry Expiration Date shall be deemed to have been amended accordingly. Upon any termination of this Agreement pursuant to this Clause 8.11 (eSection 8.11(e), neither party shall be under any further obligation to in the other hereunder except for (x) accrued and outstanding obligations of Lessee hereunder; and (y) obligations hereunder which are expressed to continue notwithstanding the expiration of the Term and provided further Term; provided, however, that Lessor shall, if applicable having regard to the provisions of Clause Section 7.3, make the rebate described in Clause 7.3 (i) and the adjustment payments described in Schedule 3 Section 7.3(b) but shall be payable under no obligation to repay, rebate or otherwise refund any Maintenance Reserves previously paid by Lessee;Lessee under this Agreement. (f) comply Comply with all applicable laws and the regulations of the Air Authority and other aviation authorities with jurisdiction over Lessee or the Aircraft, any Engine or Part regardless of upon whom such requirements are imposed and which relate to the maintenance, condition, use or operation of the Aircraft or require any modification or alteration to the Aircraft, any Engine or Part; (g) maintain Maintain in good standing a current certificate of airworthiness (in the appropriate category for the nature of the operations of the Aircraft) for the Aircraft issued by the Air Authority except where (i) the Aircraft is undergoing maintenance, modification or repair required or permitted by this Agreement or (ii) the Aircraft's Certificate of Airworthiness is withdrawn by the Air Authority for all Aircraft of the same model as the Aircraft, and will from time to time provide to Lessor a copy of such certificate of airworthiness on request; (h) if If required by the Air Authority, maintain a current certification as to maintenance issued by or on behalf of the Air Authority in respect of the Aircraft and will from time to time provide to Lessor a copy on request; and (i) procure Procure promptly the replacement of any Engine or Part which has become time, cycle or calendar expired, lost, stolen, seized, confiscated, destroyed, damaged beyond repair, unserviceable or permanently rendered unfit for use, with an engine or part complying with the conditions set out in Clause Section 8.13(a).

Maintenance and Repair. THE Lessee will:-shall: (a) keep the Aircraft airworthy in all respects and in good repair and condition; (b) not change advise the Lessor and Lender in writing of all material changes to the Agreed Maintenance Programme or the schedule of the Agreed Maintenance Programme without the written consent of LessorProgram; (c) maintain the Aircraft in accordance with the Agreed Maintenance Programme Program through the Agreed Maintenance Performer Performers and perform (at the respective intervals provided in the Agreed Maintenance ProgrammeProgram) all Major Checks; (d) maintain the Aircraft in accordance with FAA Federal Air Regulations FAR Part 121 and any other rules and regulations of the FAA Aviation Authority as may be are applicable to passenger category aircraft and in at least of the same manner type as the Aircraft operated by United States of America air carriers, subject to the special exemptions permitted Lessee regarding compliance with the Airport Noise and with at least the same care, including, without limitation, maintenance scheduling, modification status and technical conditionCapacity Act of 1990, as is amended, and the case with respect to similar aircraft owned or otherwise operated regulations promulgated by Lessee and as if Lessee were to retain the Aircraft in its fleet and continue to operate the Aircraft after the Expiry Date and including, without limitation, all maintenance to the Airframe, any Engine or any Part required to maintain all warranties, performance guarantees or service life policies in full force and effectFAA thereunder; (e) comply with all mandatory inspection and modification requirements, airworthiness directives and similar requirements applicable to the Aircraft, any Engine or Part having a compliance date during the Term or within 180 days after the Expiry Date and which that are required by the Air Aviation Authority, and/or the FAA and/or the laws of the state of manufacture of the Aircraft, any Engine or Part and/or recommended ; (f) comply with all alert service bulletins issued by any manufacturer of the Aircraft, Engines or Parts, and comply (including scheduling complying work and then performing such work on schedule) with all other service bulletins issued by any Engine such manufacturer if and to the extent that the Lessee brings or Part (each schedules to bring in compliance at least one-half of the foregoing being hereinafter referred to as a "Relevant AD"). The cost of compliance with any single Relevant AD shall be allocated among Lessor and Lessee as follows:- applicable aircraft it operates (i) Lessee shall be responsible excluding for the first $100,000 purposes of such costcalculation aircraft acquired from unrelated third parties that already comply with such other service bulletins); (ii) Lessor and Lessee shall share, on an equal basis, the portion of such cost (if any) which exceeds $100,000 up to and including $200,000; and (iii) Lessor shall be wholly responsible for the portion of such cost (if any) which exceeds $200,000 (subject always to the provisions of the following paragraph). Notwithstanding the foregoing, in the event that the total cost of any single Relevant AD (such total cost to be mutually agreed, in good faith, between Lessor and Lessee) exceeds $200,000 (the "Threshold Amount"), Lessor may elect not to make its contribution to the cost of compliance with such Relevant AD as described in (iii) above. If Lessor shall so elect, Lessee shall be entitled, by giving prior written notice to Lessor, to terminate this Agreement and redeliver the Aircraft to Lessor in accordance with Clause 12 and Schedule 3 (except for compliance with the Relevant AD which gave rise to such termination) on the earlier of (x) the date which is 30 days after the date of such notice from Lessee to Lessor; or (y) the date on which the Aircraft is required to be removed from service by reason of non-compliance with the applicable Relevant AD. Such notice shall specify the proposed redelivery date of the Aircraft by Lessee and, upon the receipt of such notice by Lessor, the then current definition of Expiry Date shall be deemed to have been amended accordingly. Upon any termination of this Agreement pursuant to this Clause 8.11 (e), neither party shall be under any further obligation to the other hereunder except for (x) accrued obligations of Lessee hereunder; and (y) obligations hereunder which are expressed to continue notwithstanding the expiration of the Term and provided further that Lessor shall, if applicable having regard to the provisions of Clause 7.3, make the rebate described in Clause 7.3 (i) and the adjustment payments described in Schedule 3 shall be payable by Lessee; (fg) comply with all applicable laws and the regulations of the Air Aviation Authority and any other aviation authorities with jurisdiction over the Lessee or the Aircraft, any Engine or Part regardless of upon whom such requirements are imposed and which that relate to the maintenance, condition, use or operation of the Aircraft or require any modification or alteration to the Aircraft, any Engine or Part; (gh) maintain in good standing a current certificate U.S. Standard Transport Category Certificate of airworthiness (in the appropriate category for the nature of the operations of the Aircraft) Airworthiness for the Aircraft issued by the Air Aviation Authority in accordance with FAR Part 21 except where when the Aircraft is undergoing maintenance, modification or repair required or permitted by this Agreement and will shall from time to time provide to the Lessor a copy on request; (hi) if required by the Air Aviation Authority, maintain a current certification as to maintenance issued by or on behalf of the Air Aviation Authority in respect of the Aircraft and will shall from time to time provide to the Lessor a copy on request; (j) maintain the Engines with respect to overhaul build standards and disc replacements at a level which is consistent with the level applied by the Lessee in relation to other engines of the same type as the Engines in its fleet, provided, however, Lessee may maintain the Engines with respect to overhaul build standards and disc replacements in such manner as to achieve minimal compliance with return conditions; (k) maintain the Engines and the APU in a "on condition" program as set forth in the respective manufacturer's maintenance planning document; and (i1) subject to Clause 11. 1 (c), procure promptly the replacement of any Engine or Part which has become time, cycle or calendar expired, lost, stolen, seized, confiscated, destroyed, damaged beyond repair, unserviceable or permanently rendered unfit for use, with an engine or part complying with the conditions set out in Clause 8.13(a8.13 (a).

Maintenance and Repair. Lessee will:-will: (a) keep the Aircraft airworthy in all respects and in good repair and conditioncondition in accordance with normal airline practice; (b) not change the intervals of the Agreed Maintenance Programme Program, or the schedule of the Agreed Maintenance Programme Program without the written consent of LessorLessor (such consent not to be unreasonably withheld); (c) maintain the Aircraft in accordance with the Agreed Maintenance Programme Program through the Agreed Maintenance Performer and perform (at the respective intervals provided in the Agreed Maintenance ProgrammeProgram) all Major Checks; (d) maintain the Aircraft in accordance with FAA Federal Air Regulations Part 121 and any other -29- rules and regulations of the FAA as may be applicable to passenger category aircraft and in at least the same manner and with at least the same care, including, without limitation, maintenance scheduling, modification status and technical condition, as is the case with respect to similar aircraft owned or otherwise operated by Lessee and as if Lessee were to retain the Aircraft in its fleet and continue to operate the Aircraft after the Expiry Date and including, without limitation, all maintenance to the Airframe, any Engine or any Part required to maintain all warranties, performance guarantees or service life policies in full force and effect; (e) comply with all mandatory inspection and modification requirements, airworthiness directives and similar requirements applicable to the Aircraft, any Engine or Part having a compliance date during the Term or within 180 days after the Expiry Date and which are required by the Air Authority, and/or the FAA and/or the laws of the state of manufacture of the Aircraft, FAA; If any Engine or Part and/or recommended by any manufacturer of the Aircraft, any Engine or Part (each of the foregoing being hereinafter referred to as (each a "Relevant ADItem"). The cost of compliance with any single Relevant AD shall be allocated among ) is issued by the FAA, Lessor and Lessee as follows:- (i) shall, if Lessee shall have performed modification or terminating action with regard to the same or shall have caused such modification or terminating action with regard to the same to be responsible for performed, in respect of any individual item of the first $100,000 of such cost; (ii) Lessor and Lessee shall sharesame, on receipt by Lessor of evidence of payment and completion of the Relevant Item, reimburse Lessee with an amount equal basis, the portion of such cost (if any) which exceeds $100,000 up to and including $200,000; and (iii) Lessor shall be wholly responsible for the portion of such cost (if any) which exceeds $200,000 (subject always to the provisions of solution to the following paragraphformulas: (C-$50,000) X (I- (RT/60). Notwithstanding the foregoing, in the event that ) Where: C = the total cost of any single Relevant AD (such total cost to be mutually agreed, in good faith, between Lessor and Lessee) exceeds $200,000 (the "Threshold Amount"), Lessor may elect not to make its contribution to the cost of compliance with such Relevant AD as described in (iii) above. If Lessor shall so elect, Lessee shall be entitled, by giving prior written notice to Lessor, to terminate this Agreement and redeliver the Aircraft to Lessor in accordance with Clause 12 and Schedule 3 (except for compliance with the Relevant AD which gave rise to such termination) on Item; RT = the earlier number of (x) months remaining in the date which Tenn when the Relevant Item is 30 days after completed; and 60 = the date of such notice from Lessee to Lessor; or (y) the date on which the Aircraft is required to be removed from service by reason of non-compliance with the applicable Relevant AD. Such notice shall specify the proposed redelivery date assumed 5 year useful life of the Aircraft by Relevant Item; provided, however, Lessor's obligation to reimburse Lessee and, upon the receipt of such notice by Lessor, the then current definition of Expiry Date shall be deemed to have been amended accordingly. Upon any termination of this Agreement pursuant to this Clause 8.11 (e), neither party ) shall be under any further obligation to not exceed $100,000 in the other hereunder except for (x) accrued obligations of Lessee hereunder; and (y) obligations hereunder which are expressed to continue notwithstanding the expiration of the Term and provided further that Lessor shall, if applicable having regard to the provisions of Clause 7.3, make the rebate described in Clause 7.3 (i) and the adjustment payments described in Schedule 3 shall be payable by Lessee;aggregate. (f) comply with all applicable laws and the regulations of the Air Authority and other aviation authorities with jurisdiction over Lessee or the Aircraft, any Engine or Part regardless of upon whom such requirements are imposed and which relate related to the maintenance, condition, use or operation of the Aircraft or require any modification or alteration to the Aircraft, any Engine or Part; (g) maintain in good standing a current certificate of airworthiness (in the appropriate category for the nature of the operations of the Aircraft) for the Aircraft issued by the Air Authority except where the Aircraft is undergoing maintenance, modification or repair required or permitted by this Agreement and will from time to time provide to Lessor a copy on request; (h) if required by the Air Authority, maintain a current certification as to maintenance issued by or on behalf of the Air Authority in respect of the Aircraft and will from time to time provide to Lessor a copy on request; and (i) procure promptly the replacement of any Engine or Part which has become time, cycle or calendar expired, lost, stolen, seized, confiscated, destroyed, damaged beyond repair, unserviceable or permanently rendered unfit for use, with an engine or part complying with the conditions set out in Clause 8.13(a).

Maintenance and Repair. Lessee will:-will maintain, overhaul and repair the Aircraft (or arrange for the Aircraft to be maintained, overhauled and repaired, through the Maintenance Performer), so that: (a) keep the Aircraft airworthy is kept in all respects as good operating condition and in good repair as the condition of the Aircraft as at Delivery and conditionafter giving effect to any post-Delivery modifications, repairs or maintenance paid for or otherwise provided by or on behalf of Lessor, except for ordinary wear and tear; (b) not change the Agreed Maintenance Programme or Lessee has a current certificate of airworthiness (issued by the schedule of Air Authority in the Agreed Maintenance Programme without appropriate public transport category) for the written consent of LessorAircraft; (c) maintain the Aircraft in accordance complies with the Agreed Maintenance Programme through the Agreed Maintenance Performer and perform (at the respective intervals provided in the Agreed Maintenance Programmei) all Major Checks; (d) maintain applicable Regulations including the Aircraft in accordance with FAA Federal Air Regulations standard stipulated by FAR Part 121 Subpart L and any other rules and regulations of the FAA as may be applicable and, subject to passenger category aircraft and the provisions of Section 8.10(d), in at least the same manner and with at least the same care, including, without limitationincluding record keeping, maintenance scheduling, modification status and technical condition, as is the case with respect to similar aircraft owned or otherwise operated by Lessee and as if Lessee were to retain and continue operating the Aircraft in its fleet and continue to operate the Aircraft after -32- the Expiry Date and includingDate, without limitation, including all maintenance to the Airframe, any Engine or any Part required to maintain all warranties, performance guarantees guaranties or service life policies that are assigned by Lessor to Lessee in full force and effect; ; and (eii) comply with the requirements of all mandatory inspection Airworthiness Directives and modification requirementsall service bulletins designated by the State of Design or State of Registry as "mandatory," and to be carried out before the Return Occasion or the Scheduled Expiry Date, airworthiness directives and similar requirements applicable to the Aircraftwhichever is later, any Engine or Part having a compliance date during the Term or within a period of 180 days after the Return Occasion or the Scheduled Expiry Date and which are required by the Air AuthorityDate, and/or the FAA and/or the laws of the state of manufacture of the Aircraft, any Engine or Part and/or recommended by any manufacturer of the Aircraft, any Engine or Part (each of the foregoing being hereinafter referred to as a "Relevant AD"). The cost of compliance with any single Relevant AD shall be allocated among Lessor and Lessee as follows:- (i) Lessee shall be responsible for the first $100,000 of such cost; (ii) Lessor and Lessee shall share, on an equal basis, the portion of such cost (if any) which exceeds $100,000 up to and including $200,000whichever is later; and (iiid) Lessor shall be wholly responsible for all maintenance is carried out according to Lessee's Maintenance Program in at least the portion of such cost (if any) which exceeds $200,000 (subject always same manner and with at least the same care, including maintenance scheduling, modification status and technical condition, as is the case with respect to the provisions of the following paragraph). Notwithstanding the foregoingsimilar aircraft owned or otherwise operated by Lessee; provided, however, in the event that Lessee determines that any particular expenditure or modification may not be prudent during the total cost of any single Relevant AD (such total cost last nine months prior to be mutually agreedthe Scheduled Expiry Date, then Lessor and Lessee shall discuss the issue and negotiate in good faith, between Lessor and Lessee) exceeds $200,000 (the "Threshold Amount"), Lessor may elect not faith to make its contribution to the cost of compliance with such Relevant AD as described in (iii) above. If Lessor shall so elect, Lessee shall be entitled, by giving prior written notice to Lessor, to terminate this Agreement and redeliver the Aircraft to Lessor in accordance with Clause 12 and Schedule 3 (except for compliance with the Relevant AD which gave rise to such termination) agree on the earlier of (x) the date which is 30 days after the date of such notice from Lessee to Lessor; or (y) the date on which the Aircraft is required to be removed from service by reason of non-compliance with the applicable Relevant AD. Such notice shall specify the proposed redelivery date of the Aircraft by Lessee and, upon the receipt of such notice by Lessor, the then current definition of Expiry Date shall be deemed to have been amended accordingly. Upon any termination of this Agreement pursuant to this Clause 8.11 (e), neither party shall be under any further obligation to the other hereunder except for (x) accrued obligations of Lessee hereunder; and (y) obligations hereunder which are expressed to continue notwithstanding the expiration of the Term and provided further that Lessor shall, if applicable having regard to the provisions of Clause 7.3, make the rebate described in Clause 7.3 (i) and the adjustment payments described in Schedule 3 shall be payable by Lessee; (f) comply with all applicable laws and the regulations of the Air Authority and other aviation authorities with jurisdiction over Lessee or the Aircraft, any Engine or Part regardless of upon whom such requirements are imposed and which relate to the maintenance, condition, use or operation of the Aircraft or require any modification or alteration to the Aircraft, any Engine or Part; (g) maintain in good standing a current certificate of airworthiness (in the appropriate category for the nature of the operations of the Aircraft) for the Aircraft issued by the Air Authority except where the Aircraft is undergoing maintenance, modification or repair required or permitted by this Agreement and will from time to time provide to Lessor a copy on request; (h) if required by the Air Authority, maintain a current certification as to maintenance issued by or on behalf of the Air Authority in respect of the Aircraft and will from time to time provide to Lessor a copy on request; and (i) procure promptly the replacement of any Engine or Part which has become time, cycle or calendar expired, lost, stolen, seized, confiscated, destroyed, damaged beyond repair, unserviceable or permanently rendered unfit for use, with an engine or part complying with the conditions set out in Clause 8.13(a)mutually acceptable solution.

Maintenance and Repair. Lessee will:-will maintain, overhaul and repair the Aircraft, so that: (a) keep the Aircraft is kept airworthy in all respects (except where such airworthiness has been suspended for all aircraft of the same model or type through no fault of Lessee or the Aircraft is temporarily unairworthy while it is undergoing maintenance or repair) and in good repair operating condition and conditionrepair; (b) not change Lessee has a current, valid certificate of airworthiness (issued by the Agreed Maintenance Programme Air Authority in the appropriate public transport category) for the Aircraft, except where such certificate has been suspended for all aircraft of the same model or type through no fault of Lessee or the schedule of Aircraft is undergoing maintenance or repair (and in that event Lessee shall refrain from operating the Agreed Maintenance Programme without Aircraft until such time as the written consent of Lessorcertificate or airworthiness is restored); (c) maintain the Aircraft in accordance complies with all applicable Regulations (including the Agreed Maintenance Programme through standards stipulated by FAR Part 129 as appropriate depending on the Agreed Maintenance Performer and perform (at type of the respective intervals Aircraft unless otherwise provided in the Agreed Maintenance ProgrammeAircraft Lease Agreement) and the requirements of all Major ChecksAirworthiness Directives and all service bulletins designated by the State of Design or State of Registry as “mandatory,” and to be carried out before the Return Occasion or within the AD Compliance Period; (d) maintain all maintenance is carried out according to Lessee’s Maintenance Program through the Aircraft in accordance with FAA Federal Air Regulations Part 121 and any other rules and regulations of the FAA as may be applicable to passenger category aircraft and Maintenance Performer in at least the same manner and with at least the same care, including, without limitation, including maintenance scheduling, modification status and technical condition, as is the case with respect to similar aircraft owned or otherwise operated by Lessee and as if Lessee were to retain the Aircraft in its fleet and continue to operate the Aircraft after the Expiry Date and including, without limitation, all maintenance to the Airframe, any Engine or any Part required to maintain all warranties, performance guarantees or service life policies in full force and effectLessee; (e) comply all repairs and Parts associated with all mandatory inspection such repairs must meet the applicable OEM standard and modification requirements, airworthiness directives and similar requirements applicable to the Aircraft, any Engine specifications (approved or Part having a compliance date during the Term or within 180 days after the Expiry Date and which are required recommended by the Air Authority, and/or OEM as the FAA and/or case may be) except in the laws of the state of manufacture of the Aircraft, any Engine or Part and/or recommended by any manufacturer of the Aircraft, any Engine or Part (each of the foregoing being hereinafter referred to as a "Relevant AD"). The cost of compliance with any single Relevant AD shall be allocated among Lessor and Lessee as follows:-case of: (i) Lessee shall be responsible for Parts which are installed on the first $100,000 of such costAirframe and are not classified as “Critical Components” or Life Limited Components. A Critical Component means a Part identified as critical by the FAA in accordance with FAA Order 8110.42B. ; (ii) Lessor All Parts which are installed on the Engine and Lessee shall share, on an equal basis, which are manufactured by a vendor other than the portion of such cost (if any) OEM and marked as PMA parts but which exceeds $100,000 up to are licensed by the OEM and including $200,000; and (iii) Lessor shall be wholly responsible for the portion of such cost (if any) which exceeds $200,000 (subject always to the provisions of the following paragraph). Notwithstanding the foregoing, included in the event that the total cost of any single Relevant AD (such total cost to be mutually agreed, in good faith, between Lessor and Lessee) exceeds $200,000 (the "Threshold Amount"), Lessor may elect not to make its contribution to the cost of compliance with such Relevant AD as described in (iii) above. If Lessor shall so elect, Lessee shall be entitled, by giving prior written notice to Lessor, to terminate this Agreement and redeliver the Aircraft to Lessor in accordance with Clause 12 and Schedule 3 (except for compliance with the Relevant AD which gave rise to such termination) on the earlier of (x) the date which is 30 days after the date of such notice from Lessee to Lessor; or (y) the date on which the Aircraft is required to be removed from service by reason of non-compliance with the applicable Relevant AD. Such notice shall specify the proposed redelivery date of the Aircraft by Lessee and, upon the receipt of such notice by Lessor, the then current definition of Expiry Date shall be deemed to have been amended accordingly. Upon any termination of this Agreement pursuant to this Clause 8.11 (e), neither party shall be under any further obligation to the other hereunder except for (x) accrued obligations of Lessee hereunder; and (y) obligations hereunder which are expressed to continue notwithstanding the expiration of the Term and provided further that Lessor shall, if applicable having regard to the provisions of Clause 7.3, make the rebate described in Clause 7.3 (i) and the adjustment payments described in Schedule 3 shall be payable by Lessee; (f) comply with all applicable laws and the regulations of the Air Authority and other aviation authorities with jurisdiction over Lessee or the Aircraft, any Engine or Part regardless of upon whom such requirements are imposed and which relate to the maintenance, condition, use or operation of the OEM Aircraft or require any modification or alteration to the Aircraft, any OEM Engine or Part; (g) maintain in good standing a current certificate of airworthiness (in the appropriate category for the nature of the operations of the Aircraft) for the Aircraft issued by the Air Authority except where the Aircraft is undergoing maintenance, modification or repair required or permitted by this Agreement and will from time to time provide to Lessor a copy on request; (h) if required by the Air Authority, maintain a current certification as to maintenance issued by or on behalf of the Air Authority in respect of the Aircraft and will from time to time provide to Lessor a copy on request; and (i) procure promptly the replacement of any Engine or Part which has become time, cycle or calendar expired, lost, stolen, seized, confiscated, destroyed, damaged beyond repair, unserviceable or permanently rendered unfit for use, with an engine or part complying with the conditions set out in Clause 8.13(a).Illustrated 07c043 CTA

Maintenance and Repair. Lessee will:- a. Lessee, at its own cost and expense, shall: (ai) keep the Aircraft airworthy in perform, or caused to be performed, all respects mandatory service, inspections, maintenance and in good repair and condition; testing that can be accomplished on-wing, (bA) not change the Agreed Maintenance Programme or the schedule of the Agreed Maintenance Programme without the written consent of Lessor; (c) maintain the Aircraft in accordance with the Agreed Maintenance Programme through the Agreed Maintenance Performer and perform (at the respective intervals provided in the Agreed Maintenance Programme) all Major Checks; (d) maintain the Aircraft in accordance with FAA Federal Air Regulations Part 121 and any other rules and regulations of the FAA as may be required under applicable to passenger category aircraft EASA and/or AACR (the “Aviation Authority”) rules and in at least the same manner and with at least the same careregulations, including, without limitation, any Manufacturer’s alert service bulletin that has been rendered mandatory by the Aviation Authority by means of an Airworthiness Directive (“AD”) and any AD that has been rendered mandatory by the Aviation Authority and all such ADs shall be performed in strict compliance with the requirements thereof or by application of or utilization of any alternate means of compliance approved by the Aviation Authority at all times and in compliance with a maintenance schedulingprogram for the Engine approved by the Aviation Authority (the “Maintenance Program”), modification status which shall include, but shall not be limited to, routine scheduled and technical conditioncondition monitored line maintenance, and replacement or repair of LRUs and QEC as is required, in full compliance with the Aviation Authority requirements in force from time to time, (B) in the same manner and with the same care as shall be the case with respect to similar aircraft engines owned by or otherwise operated by Lessee and as if Lessee were to retain the Aircraft in its fleet and continue to operate the Aircraft after the Expiry Date and including, without limitation, all maintenance to the Airframe, any Engine or any Part required to maintain all warranties, performance guarantees or service life policies in full force and effect; (e) comply with all mandatory inspection and modification requirements, airworthiness directives and similar requirements applicable to the Aircraft, any Engine or Part having a compliance date during the Term or within 180 days after the Expiry Date and which are required by the Air Authority, and/or the FAA and/or the laws on behalf of the state of manufacture of Lessee, (C) so as to keep the AircraftEngine in as good operating condition as on the Delivery Date, any Engine or Part and/or recommended by any manufacturer of the Aircraftreasonable wear and tear excepted, any Engine or Part (each of the foregoing being hereinafter referred to as a "Relevant AD"). The cost of compliance with any single Relevant AD shall be allocated among Lessor and Lessee as follows:- (i) provided, however, Lessee shall be responsible for the first $100,000 replacement or repair of LRUs due to reasonable wear and tear, and (D) such cost; that when installed on a commercial transport aircraft shall at all times be eligible for airworthiness certification; and (ii) Lessor maintain, or cause to be maintained, all Engine records, documents and other materials with respect to the Engine (the “Technical Documents”) required by, and in a manner acceptable to, the FAA and EASA and any other governmental entity having jurisdiction. Lessee shall assume and bear, at its own risk and expense, all risk for loss or damage to the Engine and all components and parts from any and every cause whatsoever, other than normal wear and tear except as otherwise provided in this Agreement. x. Xxxxxx shall not be liable for any on-wing expense whatsoever incurred during the Lease Term other than normal wear and tear except as otherwise provided in this Agreement. For the avoidance of doubt, foreign object damage (“FOD”), misuse, mishandling, neglect, negligence or improper operation shall not constitute ordinary wear and tear for any purposes under the Lease. Quick Access Recorder data shall be utilized to establish whether or not Operator Exceedance, as defined below, shall have occurred. c. Any repairs required to the Engine that are attributable to FOD, misuse, mishandling, neglect, negligence or improper operation outside of the specifications or procedures as laid down in the Manufacturer’s maintenance and AFM and operating manuals after Delivery and during the Lease Term (“Operator Exceedance”), shall be for Lessee’s account and Lessee hereby indemnifies Lessor in full on demand against the cost of any such repairs both during or after Delivery and during the Lease Term until the date the Redelivery Acceptance Certificate is executed by Lessor except as reserved by the Redelivery Acceptance Certificate. Lessee shall share, on an equal basis, the portion of such cost (if any) which exceeds $100,000 up to and including $200,000; and (iii) Lessor shall be wholly responsible have no responsibility for the portion of such cost (if any) which exceeds $200,000 (subject always any damage to the provisions Engine prior to the Delivery Date and for damage and cost of repair resulting from normal wear and tear and LLP life expiration except as otherwise provided in this Agreement. d. When not installed upon an aircraft, Lessee shall store and inhibit the following paragraph). Notwithstanding Engine as required by the foregoingManufacturer’s recommendations. e. After each Engine removal during the Lease Term, Lessee will provide a completed engine operational report to Lessor substantially in the form of Schedule 7. f. Lessee shall, if requested by Lessor, provide access to the Lessee’s Maintenance Program for evaluation by Lessor. g. In the event that a routine borescope inspection performed during the total cost of any single Relevant AD Lease Term discloses that the Engine is unserviceable and can be repaired on-wing (such total cost to be mutually agreed, in good faith, between Lessor and Lesseei) exceeds $200,000 (the "Threshold Amount"), Lessor may elect not to make its contribution to the cost of compliance with such Relevant AD as described in (iii) above. If Lessor shall so elect, Lessee shall perform such repair to restore serviceability in order to continue the Lease Term, providing that indications are that a reasonable 26,300 lbs. operating margin will result from such repair. In the event a reasonable margin at 26,300 lbs. thrust cannot be entitledachieved, by giving prior written notice and therefore the Lease terminates, then the Lessee shall still perform the on-wing repair (as defined as borescope blending, but does not include module removals) in order to Lessor, to terminate this Agreement meet the redelivery conditions and redeliver issue an EASA Form 1 tag for serviceability at 26,300 lbs. of thrust. h. Lessee shall monitor the Aircraft to Lessor Engine in accordance with Clause 12 its trend monitoring program and Schedule 3 (except for compliance with follow the Relevant AD which gave rise to such termination) on the earlier of (x) the date which is 30 days after the date procedures of such notice from Lessee program to Lessor; or (y) the date on which the Aircraft is required to be removed from service by reason of non-compliance with the applicable Relevant AD. Such notice shall specify the proposed redelivery date of the Aircraft by Lessee and, upon the receipt of such notice by Lessor, the then current definition of Expiry Date shall be deemed to have been amended accordingly. Upon troubleshoot and correct any termination of this Agreement pursuant to this Clause 8.11 (e), neither party shall be under any further obligation to the other hereunder except for (x) accrued obligations of Lessee hereunder; and (y) obligations hereunder which are expressed to continue notwithstanding the expiration of the Term and provided further that Lessor shall, if applicable having regard to the provisions of Clause 7.3, make the rebate described in Clause 7.3 (i) and the adjustment payments described in Schedule 3 shall be payable by Lessee; (f) comply with all applicable laws and the regulations of the Air Authority and other aviation authorities with jurisdiction over Lessee or the Aircraft, any Engine or Part regardless of upon whom such requirements are imposed and which relate to the maintenance, condition, use or operation of the Aircraft or require any modification or alteration to the Aircraft, any Engine or Part; (g) maintain in good standing a current certificate of airworthiness (in the appropriate category for the nature of the operations of the Aircraft) for the Aircraft issued by the Air Authority except where the Aircraft is undergoing maintenance, modification or repair required or permitted by this Agreement and will from time to time provide to Lessor a copy on request; (h) if required by the Air Authority, maintain a current certification as to maintenance issued by or on behalf of the Air Authority in respect of the Aircraft and will from time to time provide to Lessor a copy on request; and (i) procure promptly the replacement of any Engine or Part which has become time, cycle or calendar expired, lost, stolen, seized, confiscated, destroyed, damaged beyond repair, unserviceable or permanently rendered unfit for use, with an engine or part complying with the conditions set out in Clause 8.13(a)alarm conditions.

Maintenance and Repair. Lessee will:- a. Lessee, at its own cost and expense, shall: (ai) keep the Aircraft airworthy in perform, or caused to be performed, all respects mandatory service, inspections, maintenance and in good repair and condition; testing that can be accomplished on-wing, (bA) not change the Agreed Maintenance Programme or the schedule of the Agreed Maintenance Programme without the written consent of Lessor; (c) maintain the Aircraft in accordance with the Agreed Maintenance Programme through the Agreed Maintenance Performer and perform (at the respective intervals provided in the Agreed Maintenance Programme) all Major Checks; (d) maintain the Aircraft in accordance with FAA Federal Air Regulations Part 121 and any other rules and regulations of the FAA as may be required under applicable to passenger category aircraft EASA and/or *AACR (the “Aviation Authority”) rules and in at least the same manner and with at least the same careregulations, including, without limitation, any Manufacturer’s alert service bulletin that has been rendered mandatory by the Aviation Authority by means of an Airworthiness Directive (“AD”) and any AD that has been rendered mandatory by the Aviation Authority and all such ADs shall be performed in strict compliance with the requirements thereof or by application of or utilization of any alternate means of compliance approved by the Aviation Authority at all times and in compliance with a maintenance schedulingprogram for the Engine approved by the Aviation Authority (the “Maintenance Program”), modification status which shall include, but shall not be limited to, routine scheduled and technical conditioncondition monitored line maintenance, and replacement or repair of LRUs and QEC as is required, in full compliance with the Aviation Authority requirements in force from time to time, (B) in the same manner and with the same care as shall be the case with respect to similar aircraft engines owned by or otherwise operated by Lessee and as if Lessee were to retain the Aircraft in its fleet and continue to operate the Aircraft after the Expiry Date and including, without limitation, all maintenance to the Airframe, any Engine or any Part required to maintain all warranties, performance guarantees or service life policies in full force and effect; (e) comply with all mandatory inspection and modification requirements, airworthiness directives and similar requirements applicable to the Aircraft, any Engine or Part having a compliance date during the Term or within 180 days after the Expiry Date and which are required by the Air Authority, and/or the FAA and/or the laws on behalf of the state of manufacture of Lessee, (C) so as to keep the AircraftEngine in as good operating * The confidential portion has been omitted pursuant to a request for confidential treatment filed by Air T, any Engine or Part and/or recommended by any manufacturer of Inc. with the AircraftSecurities Exchange Commission and filed separately with the Commission. condition as on the Delivery Date, any Engine or Part (each of the foregoing being hereinafter referred to as a "Relevant AD"). The cost of compliance with any single Relevant AD shall be allocated among Lessor reasonable wear and Lessee as follows:- (i) tear excepted, provided, however, Lessee shall be responsible for the first $100,000 replacement or repair of LRUs due to reasonable wear and tear, and (D) such cost; that when installed on a commercial transport aircraft shall at all times be eligible for airworthiness certification; and (ii) Lessor maintain, or cause to be maintained, all Engine records, documents and other materials with respect to the Engine (the “Technical Documents”) required by, and in a manner acceptable to, the FAA and EASA and any other governmental entity having jurisdiction. Lessee shall assume and bear, at its own risk and expense, all risk for loss or damage to the Engine and all components and parts from any and every cause whatsoever, other than normal wear and tear except as otherwise provided in this Agreement. x. Xxxxxx shall not be liable for any on-wing expense whatsoever incurred during the Lease Term other than normal wear and tear except as otherwise provided in this Agreement. For the avoidance of doubt, foreign object damage (“FOD”), misuse, mishandling, neglect, negligence or improper operation shall not constitute ordinary wear and tear for any purposes under the Lease. Quick Access Recorder data shall be utilized to establish whether or not Operator Exceedance, as defined below, shall have occurred. c. Any repairs required to the Engine that are attributable to FOD, misuse, mishandling, neglect, negligence or improper operation outside of the specifications or procedures as laid down in the Manufacturer’s maintenance and AFM and operating manuals after Delivery and during the Lease Term (“Operator Exceedance”), shall be for Lessee’s account and Lessee hereby indemnifies Lessor in full on demand against the cost of any such repairs both during or after Delivery and during the Lease Term until the date the Redelivery Acceptance Certificate is executed by Lessor except as reserved by the Redelivery Acceptance Certificate. Lessee shall share, on an equal basis, the portion of such cost (if any) which exceeds $100,000 up to and including $200,000; and (iii) Lessor shall be wholly responsible have no responsibility for the portion of such cost (if any) which exceeds $200,000 (subject always any damage to the provisions Engine prior to the Delivery Date and for damage and cost of repair resulting from normal wear and tear and LLP life expiration except as otherwise provided in this Agreement. d. When not installed upon an aircraft, Lessee shall store and inhibit the following paragraph). Notwithstanding Engine as required by the foregoingManufacturer’s recommendations. e. After each Engine removal during the Lease Term, Lessee will provide a completed engine operational report to Lessor substantially in the form of Schedule 7. f. Lessee shall, if requested by Lessor, provide access to the Lessee’s Maintenance Program for evaluation by Lessor. g. In the event that a routine borescope inspection performed during the total cost of any single Relevant AD Lease Term discloses that the Engine is unserviceable and can be repaired on-wing (such total cost to be mutually agreed, in good faith, between Lessor and Lesseei) exceeds $200,000 (the "Threshold Amount"), Lessor may elect not to make its contribution to the cost of compliance with such Relevant AD as described in (iii) above. If Lessor shall so elect, Lessee shall perform such repair to restore serviceability in order to continue the Lease Term, providing that indications are that a reasonable 26,300 lbs. operating margin will result from such repair. In the event a reasonable margin at 26,300 lbs. thrust cannot be entitledachieved, by giving prior written notice and therefore the Lease terminates, then the Lessee shall still perform the on-wing repair (as defined as borescope blending, but does not include module removals) in order to Lessor, to terminate this Agreement meet the redelivery conditions and redeliver issue an EASA Form 1 tag for serviceability at 26,300 lbs. of thrust. h. Lessee shall monitor the Aircraft to Lessor Engine in accordance with Clause 12 its trend monitoring program and Schedule 3 (except for compliance with follow the Relevant AD which gave rise to such termination) on the earlier of (x) the date which is 30 days after the date procedures of such notice from Lessee program to Lessor; or (y) the date on which the Aircraft is required to be removed from service by reason of non-compliance with the applicable Relevant AD. Such notice shall specify the proposed redelivery date of the Aircraft by Lessee and, upon the receipt of such notice by Lessor, the then current definition of Expiry Date shall be deemed to have been amended accordingly. Upon troubleshoot and correct any termination of this Agreement pursuant to this Clause 8.11 (e), neither party shall be under any further obligation to the other hereunder except for (x) accrued obligations of Lessee hereunder; and (y) obligations hereunder which are expressed to continue notwithstanding the expiration of the Term and provided further that Lessor shall, if applicable having regard to the provisions of Clause 7.3, make the rebate described in Clause 7.3 (i) and the adjustment payments described in Schedule 3 shall be payable by Lessee; (f) comply with all applicable laws and the regulations of the Air Authority and other aviation authorities with jurisdiction over Lessee or the Aircraft, any Engine or Part regardless of upon whom such requirements are imposed and which relate to the maintenance, condition, use or operation of the Aircraft or require any modification or alteration to the Aircraft, any Engine or Part; (g) maintain in good standing a current certificate of airworthiness (in the appropriate category for the nature of the operations of the Aircraft) for the Aircraft issued by the Air Authority except where the Aircraft is undergoing maintenance, modification or repair required or permitted by this Agreement and will from time to time provide to Lessor a copy on request; (h) if required by the Air Authority, maintain a current certification as to maintenance issued by or on behalf of the Air Authority in respect of the Aircraft and will from time to time provide to Lessor a copy on request; and (i) procure promptly the replacement of any Engine or Part which has become time, cycle or calendar expired, lost, stolen, seized, confiscated, destroyed, damaged beyond repair, unserviceable or permanently rendered unfit for use, with an engine or part complying with the conditions set out in Clause 8.13(a)alarm conditions.

Maintenance and Repair. Lessee will:- (a) During the effectiveness of this Agreement, Debtor shall, at its expense, do or cause to be done each and all of the following: (i) Maintain and keep the Aircraft airworthy Collateral in all respects as good condition and repair as it is on the date of this Agreement, ordinary wear and tear excepted; (ii) Maintain and keep the Collateral in good order and repair and conditionairworthy condition in accordance with the requirements of each of the manufacturers' manuals and mandatory service bulletins and each of the manufacturers' non-mandatory service bulletins which relate to airworthiness; (iii) Replace in or on each Airframe, any and all Engines, Propellers, and Parts which may be worn out, lost, destroyed or otherwise rendered unfit for use; (iv) Without limiting the foregoing, cause to be performed, on all Airframes, Engines, Propellers, and Parts all applicable mandatory Airworthiness Directives, Federal Aviation Regulations, Special Federal Aviation Regulations, and manufacturers' service bulletins relating to airworthiness, the compliance date of which shall occur during the term of this Agreement; (b) not change the Agreed Maintenance Programme or the schedule Debtor shall be responsible for all required inspections of the Agreed Maintenance Programme without Airframes, Engines, Propellers, and Parts and licensing or re‑licensing of the written consent same in accordance with all applicable FAA and other governmental requirements. Debtor shall at all times cause each Airframe to have, on board and in a conspicuous location, a current Certificate of Lessor;Airworthiness issued by the FAA. (c) maintain All inspections, maintenance, modifications, repairs, and overhauls of any Airframe, Engine, Propeller, or Parts shall be performed by personnel authorized by the Aircraft FAA to perform such services. (d) If any item of Collateral shall reach such a condition as to require overhaul, repair or replacement, for any cause whatever, in order to comply with the standards for maintenance and other provisions set forth in this Agreement, Debtor may: (i) Replace such unsatisfactory item with an item of substantially the same type in temporary replacement of such unsatisfactory item, pending overhaul or repair of the unsatisfactory item; provided, however, that such replacement items must be in such a condition as to be permissible for use in accordance with the Agreed Maintenance Programme through the Agreed Maintenance Performer standards for maintenance and perform (other provisions set forth in this Agreement; provided further, however, that Debtor must, at the respective intervals provided in the Agreed Maintenance Programme) all Major Checks;times, retain unencumbered title to any and all items temporarily replaced; or (dii) maintain Install an item of substantially the Aircraft same type in permanent replacement of such unsatisfactory item; provided, however, that such replacement items must be in such condition as to be permissible for use in accordance with FAA Federal Air Regulations Part 121 the standards for maintenance and any other rules and regulations provisions set forth in this Agreement; provided further, however, that Debtor must first comply with each of the FAA as may be applicable to passenger category aircraft and in at least the same manner and with at least the same care, including, without limitation, maintenance scheduling, modification status and technical condition, as is the case with respect to similar aircraft owned or otherwise operated by Lessee and as if Lessee were to retain the Aircraft in its fleet and continue to operate the Aircraft after the Expiry Date and including, without limitation, all maintenance to the Airframe, any Engine or any Part required to maintain all warranties, performance guarantees or service life policies in full force and effect;requirements of subsection (e) set out below. (e) comply with all mandatory inspection In the event that during the effectiveness of this Agreement, Debtor shall be required or permitted to permanently replace an unsatisfactory item of Collateral, Debtor may do so provided that, in addition to any other requirements provided for in this Agreement and modification requirements, airworthiness directives and similar requirements applicable subject to the Aircraft, any Engine or Part having a compliance date during the Term or within 180 days after the Expiry Date and which are required by the Air Authority, and/or the FAA and/or the laws terms of the state of manufacture Loan Documents and Indenture Documents regarding the disposition, maintenance, or sale of the Aircraft, any Engine or Part and/or recommended by any manufacturer of the Aircraft, any Engine or Part (each of the foregoing being hereinafter referred to as a "Relevant AD"). The cost of compliance with any single Relevant AD shall be allocated among Lessor and Lessee as follows:-Debtor's assets: (i) Lessee The Collateral Agent is not divested of its security interest in and Lien upon any unsatisfactory item and that no such unsatisfactory item shall be responsible for or become subject to the first $100,000 Lien of any Person, unless and until such costitem is replaced by an item of the type and condition required by this Agreement, title to which is validly vested in Debtor, free and clear of any Liens, of any kind or nature, of any Person other than the Collateral Agent, and if requested by the Collateral Agent, the Debtor executes and delivers a Supplement covering such replacement item; (ii) Lessor Debtor's title to every replacement item shall immediately be and Lessee become subject to the first priority security interest and Lien of the Collateral Agent, either by virtue of this Agreement or any Supplement delivered pursuant hereto, and each of the provisions of this Agreement, and each such replacement item shall shareremain so encumbered and so subject unless it is, on an equal basisin turn, replaced by a substitute item in the portion of such cost (if any) which exceeds $100,000 up to and including $200,000; andmanner permitted herein; (iii) Lessor The Collateral Agent's Lien on an unsatisfactory item shall be wholly responsible for subject to release by the portion Collateral Agent only if (A) such unsatisfactory item is replaced in accordance with the requirements of such cost (if any) which exceeds $200,000 (subject always to the provisions of the following paragraph). Notwithstanding the foregoing, in the event that the total cost of any single Relevant AD (such total cost to be mutually agreed, in good faith, between Lessor and Lessee) exceeds $200,000 (the "Threshold Amount"), Lessor may elect not to make its contribution to the cost of compliance with such Relevant AD as described in (iii) above. If Lessor shall so elect, Lessee shall be entitled, by giving prior written notice to Lessor, to terminate this Agreement and redeliver the Aircraft to Lessor in accordance with Clause 12 and Schedule 3 (except for compliance with the Relevant AD which gave rise to such termination) on the earlier of (xB) the date which is 30 days after replacement item satisfies the date of such notice from Lessee to Lessor; or (y) the date on which the Aircraft is required to be removed from service by reason of non-compliance with the applicable Relevant AD. Such notice shall specify the proposed redelivery date of the Aircraft by Lessee and, upon the receipt of such notice by Lessor, the then current definition of Expiry Date shall be deemed to have been amended accordingly. Upon any termination requirements of this Agreement pursuant to this Clause 8.11 (e)Agreement, neither party shall be under any further obligation to including the other hereunder except for (x) accrued obligations terms and conditions of Lessee hereunder; and (y) obligations hereunder which are expressed to continue notwithstanding the expiration of the Term and provided further that Lessor shall, if applicable having regard to the provisions of Clause 7.3, make the rebate described in Clause 7.3 subsections (i) and the adjustment payments described in Schedule 3 shall be payable by Lessee;(ii) hereinabove. (f) comply with all applicable laws and In the regulations of the Air Authority and other aviation authorities with jurisdiction over Lessee or the Aircraftevent that any Engine, any Engine Propeller, or Part regardless is installed upon an Airframe, and is not in substitution for or in replacement of upon whom an existing item, such requirements are imposed and which relate additional item shall be considered as an accession to the maintenanceAirframe, conditionand, use or operation of if requested by the Aircraft or require any modification or alteration to Collateral Agent, the Aircraft, any Engine or Part;Debtor shall execute and deliver a Supplement covering such additional item. (g) maintain Until the Security Interest Termination Date, cause to be affixed at all times to each Engine and Propeller in good standing a current conspicuous, safe location and cause to be displayed at all times in the cockpit of each Airframe adjacent to the certificate of airworthiness displayed therein, a metal nameplate in form satisfactory to the Collateral Agent bearing substantially the following inscription (in or such other subscription which the appropriate category for the nature of the operations of the Aircraft) for the Aircraft issued by the Air Authority except where the Aircraft is undergoing maintenanceCollateral Agent shall approve): "MORTGAGED TO WACHOVIA BANK, modification or repair required or permitted by this Agreement and will from time to time provide to Lessor a copy on request; (h) if required by the Air AuthorityN.A., maintain a current certification as to maintenance issued by or on behalf of the Air Authority in respect of the Aircraft and will from time to time provide to Lessor a copy on request; and (i) procure promptly the replacement of any Engine or Part which has become time, cycle or calendar expired, lost, stolen, seized, confiscated, destroyed, damaged beyond repair, unserviceable or permanently rendered unfit for use, with an engine or part complying with the conditions set out in Clause 8.13(a)AS COLLATERAL AGENT."

Maintenance and Repair. The Lessee will:-shall: (a) a. keep the Aircraft airworthy in all respects and in good repair and condition; (b) b. not make any material change to the Agreed Maintenance Program without the approval of the Aviation Authority, and not change the Agreed Maintenance Programme or the schedule intervals between Major Checks of the Agreed Maintenance Programme Airframe without the written consent of Lessor, not to be unreasonably withheld; (c) c. maintain the Aircraft in accordance with the Agreed Maintenance Programme Program through the Agreed Maintenance Performer Performers and perform (at the respective intervals provided in and to the extent required by the Agreed Maintenance ProgrammeProgram) all Major Checks; (d) d. maintain the Aircraft in accordance with FAA Federal Air Regulations Part 121 129 and any other rules and regulations of the FAA Aviation Authority as may be are applicable to passenger category aircraft and in at least of the same manner and type as the Aircraft operated by non-United States air carriers; provided, that after providing the Lessor with at least the same carea certificate of its President, including, without limitation, maintenance scheduling, modification status and technical condition, as is the case Director of Finance or chief internal legal counsel stating all relevant facts with respect thereto, Lessee may, in good faith and by appropriate procedures, contest the validity or application of any such rule or regulation in any reasonable manner which does not materially adversely affect the Lessor, or any of its interests in or to similar aircraft owned or otherwise operated by Lessee and as if Lessee were to retain the Aircraft in its fleet and continue to operate the Aircraft after the Expiry Date and including, without limitation, all maintenance to the Airframe, any Engine or any Part required to maintain all warranties, performance guarantees or service life policies in full force and effectthis Agreement; (e) e. comply with all mandatory inspection and modification requirements, airworthiness directives and similar requirements applicable to the Aircraft, any Engine or Part having a compliance date during the Term or within 180 days after the Expiry Date and which that are required by the Air Aviation Authority; provided, and/or that after providing the FAA and/or Lessor with a certificate of its President, Director of Finance or chief internal legal counsel stating all relevant facts with respect thereto, Lessee may, in good faith and by appropriate procedures, contest the laws validity or application of any such requirements or airworthiness directives in any reasonable manner which does not materially adversely affect the state Lessor, or any of manufacture of its interests in or to the Aircraft, any Engine Aircraft or Part and/or recommended this Agreement; f. comply with all mandatory service bulletins issued by any manufacturer of the Aircraft, Engines or Parts and comply with all other service bulletins issued by any Engine or Part (each of the foregoing being hereinafter referred to as a "Relevant AD"). The cost of compliance with any single Relevant AD shall be allocated among Lessor such manufacturer if and Lessee as follows:- (i) Lessee shall be responsible for the first $100,000 of such cost; (ii) Lessor and Lessee shall share, on an equal basis, the portion of such cost (if any) which exceeds $100,000 up to and including $200,000; and (iii) Lessor shall be wholly responsible for the portion of such cost (if any) which exceeds $200,000 (subject always to the provisions of the following paragraph). Notwithstanding the foregoing, in the event extent that the total cost of any single Relevant AD (such total cost to be mutually agreed, in good faith, between Lessor and Lessee) exceeds $200,000 (the "Threshold Amount"), Lessor may elect not to make its contribution to the cost of compliance Lessee generally complies with such Relevant AD as described other service bulletins in (iii) above. If Lessor shall so elect, Lessee shall be entitled, by giving prior written notice to Lessor, to terminate this Agreement and redeliver the Aircraft to Lessor in accordance with Clause 12 and Schedule 3 (except for compliance with the Relevant AD which gave rise to such termination) on the earlier of (x) the date which is 30 days after the date of such notice from Lessee to Lessor; or (y) the date on which the Aircraft is required to be removed from service by reason of non-compliance with the applicable Relevant AD. Such notice shall specify the proposed redelivery date of the Aircraft by Lessee and, upon the receipt of such notice by Lessor, the then current definition of Expiry Date shall be deemed to have been amended accordingly. Upon any termination of this Agreement pursuant to this Clause 8.11 (e), neither party shall be under any further obligation relation to the other hereunder except for (x) accrued obligations of Lessee hereunder; and (y) obligations hereunder which are expressed to continue notwithstanding the expiration of the Term and provided further that Lessor shall, if applicable having regard to the provisions of Clause 7.3, make the rebate described leased or owned Boeing/McDonnell Douglas MD-82 aircraft in Clause 7.3 (i) and the adjustment payments described in Schedule 3 shall be payable by Lesseeits fleet; (f) comply with all applicable g. cxxxxx xxxx xxx xxplicable laws and the regulations of the Air Aviation Authority and any other aviation authorities with jurisdiction over the Lessee or the Aircraft, any Engine or Part regardless Part, and comply with all requirements of upon whom such requirements are imposed the Manufacturer, the Engine Manufacturer and which the manufacturers of Parts, that relate to the maintenance, condition, use or operation of the Aircraft or require any modification or alteration to the Aircraft, any Engine or Part; provided, that after providing the Lessor with a certificate of its President, Director of Finance or chief internal legal counsel stating all relevant facts with respect thereto, the Lessee may, in good faith and by appropriate procedures, contest the validity or application of any such regulations or requirements in any reasonable manner which does not materially adversely affect the Lessor, or any of its interests in or to the Aircraft or this Agreement; (g) h. maintain in good standing a current certificate Certificate of airworthiness (in the appropriate category for the nature of the operations of the Aircraft) Airworthiness for the Aircraft issued by the Air Aviation Authority except where when the Aircraft is undergoing maintenance, modification or repair required or permitted by this Agreement Agreement, and will from time to time provide to the Lessor a copy on request; (h) if required i. maintain the Engines with respect to overhaul build standards and disc replacements at a level which is not materially inferior to the level applied by the Air Authority, maintain a current certification as Lessee in relation to maintenance issued by or on behalf other engines of the Air Authority same type as the Engines in respect of its fleet; j. maintain the Aircraft Engines and will from time the APU in an "on condition" program in accordance with the Approved Maintenance Program; k. subject to time provide to Lessor a copy on request; and (i) Clause 11.1(c), procure promptly the replacement of any Engine or Part which has become time, cycle or calendar expired, lost, stolen, seized, confiscated, destroyed, damaged beyond repair, unserviceable or permanently rendered unfit for use, with an engine or part complying with the conditions set out in Clause 8.13(a); and l. maintain, protect and preserve the Aircraft in a manner consistent with Lessee's practices applied to similar equipment owned by Lessee or leased from other lessors, without in any way materially favoring or disfavoring the Aircraft relative to such other equipment.

Maintenance and Repair. Lessee will:-will, at its own expense: (a) keep the Aircraft airworthy (except during any period during which the Aircraft is undergoing maintenance, repair or modification as required or permitted hereunder) in all respects and in good repair and condition; (b) not change the Agreed Approved Maintenance Programme or Program without all necessary approvals from the schedule Air Authority; provided, however, that if any such 77 change adversely affects the interests of Lessor with respect to the maintenance status of the Agreed Aircraft (or payments in respect of such status) required pursuant to the provisions of Clause 12 and Schedule 3 of this Agreement, then the requirements of such provisions shall be deemed adjusted so that the maintenance condition of the Aircraft at redelivery required thereby is not diminished, and the payments to or by Lessor are not adversely changed from the maintenance condition and payments that would have been required in the absence of such change to the Approved Maintenance Programme without the written consent of LessorProgram; (c) maintain provide Lessor with a summary of, access to and information regarding substantial changes to the Aircraft in accordance with the Agreed Approved Maintenance Programme through the Agreed Maintenance Performer and perform (at the respective intervals provided in the Agreed Maintenance Programme) all Major ChecksProgram; (d) maintain the Aircraft in accordance with FAA Federal Air Regulations Part 121 and any other the Approved Maintenance Program through an Agreed Maintenance Performer; (e) maintain the Aircraft in accordance with the rules and regulations of the FAA as may be Air Authority applicable to passenger category aircraft and in at least the same manner and with at least the same care, including, without limitation, maintenance scheduling, modification status and technical condition, as is the case with respect to similar aircraft owned or otherwise operated by Lessee and as if Lessee were to retain the Aircraft in its fleet and continue to operate the Aircraft after the Expiry Date and including, without limitation, all maintenance to the Airframe, any Engine or any Part required to maintain all warranties, performance guarantees or service life policies in full force and effectAircraft; (ef) comply (or cause compliance) with all mandatory inspection Mandatory Orders and modification requirements, airworthiness directives Airworthiness Directives and similar mandatory requirements applicable to the Aircraft, any Engine or Part having a compliance date during the Term or existing as of the Final Expiry Date and having a compliance date within 180 days after the Final Expiry Date and which are required by the Air Authority, and/or Authority or the FAA and/or the laws of the state of manufacture of the Aircraft, any Engine or Part and/or recommended by any manufacturer of the Aircraft, any Engine or Part (each of the foregoing being hereinafter referred provided that in relation to as a "Relevant AD"). The cost of compliance with any single Relevant AD shall be allocated among Airworthiness Directives Lessor and Lessee as follows:- (i) Lessee shall be responsible for agree to the first $100,000 of such costcost sharing formula set out in Schedule 11); (ii) Lessor and Lessee shall share, on an equal basis, the portion of such cost (if any) which exceeds $100,000 up to and including $200,000; and (iii) Lessor shall be wholly responsible for the portion of such cost (if any) which exceeds $200,000 (subject always to the provisions of the following paragraph). Notwithstanding the foregoing, in the event that the total cost of any single Relevant AD (such total cost to be mutually agreed, in good faith, between Lessor and Lessee) exceeds $200,000 (the "Threshold Amount"), Lessor may elect not to make its contribution to the cost of compliance with such Relevant AD as described in (iii) above. If Lessor shall so elect, Lessee shall be entitled, by giving prior written notice to Lessor, to terminate this Agreement and redeliver the Aircraft to Lessor in accordance with Clause 12 and Schedule 3 (except for compliance with the Relevant AD which gave rise to such termination) on the earlier of (x) the date which is 30 days after the date of such notice from Lessee to Lessor; or (y) the date on which the Aircraft is required to be removed from service by reason of non-compliance with the applicable Relevant AD. Such notice shall specify the proposed redelivery date of the Aircraft by Lessee and, upon the receipt of such notice by Lessor, the then current definition of Expiry Date shall be deemed to have been amended accordingly. Upon any termination of this Agreement pursuant to this Clause 8.11 (e), neither party shall be under any further obligation to the other hereunder except for (x) accrued obligations of Lessee hereunder; and (y) obligations hereunder which are expressed to continue notwithstanding the expiration of the Term and provided further that Lessor shall, if applicable having regard to the provisions of Clause 7.3, make the rebate described in Clause 7.3 (i) and the adjustment payments described in Schedule 3 shall be payable by Lessee; (fg) comply (or cause compliance) with all applicable laws and the regulations of the Air Authority and other aviation authorities with jurisdiction over Lessee or the Aircraft, any Engine or Part regardless of upon whom such requirements are imposed and which relate to the maintenance, condition, use or operation of the Aircraft or require any modification or alteration to the Aircraft, any Engine or Part;; and (gh) maintain in good standing a current certificate of airworthiness (in the appropriate category for the nature of the operations of the Aircraft) for the Aircraft issued by the Air Authority except where (i) the Aircraft is undergoing maintenance, modification or repair required or permitted by this Agreement and Agreement; or (ii) the Air Authority shall have withdrawn or suspended such certificate in respect of all aircraft of the same model or period of manufacture as the Aircraft (in which case Lessee shall comply with all directions of the Air Authority in connection with such withdrawal or suspension). Lessee will from time to time provide to Lessor a copy on request; (h) if required by the Air Authority, maintain a current certification as to maintenance issued by or on behalf of the Air Authority in respect certificate of the Aircraft and will from time to time provide to Lessor airworthiness promptly after receipt of a copy on written request; and (i) procure promptly the replacement of any Engine or Part which has become time, cycle or calendar expired, lost, stolen, seized, confiscated, destroyed, damaged beyond repair, unserviceable or permanently rendered unfit for use, with an engine or part complying with the conditions set out in Clause 8.13(a).

Maintenance and Repair. Lessee will:-will maintain, overhaul and repair the Aircraft (or arrange for the Aircraft to be maintained, overhauled and repaired, through the Maintenance Performer), so that: (a) keep the Aircraft airworthy is kept in all respects as good operating condition and in good repair as the condition of the Aircraft as at Delivery and conditionafter giving effect to any post-Delivery modifications, repairs or maintenance paid for or otherwise provided by or on behalf of Lessor, except for ordinary wear and tear; (b) not change the Agreed Maintenance Programme or Lessee has a current certificate of airworthiness (issued by the schedule of Air Authority in the Agreed Maintenance Programme without appropriate public transport category) for the written consent of LessorAircraft; (c) maintain the Aircraft in accordance complies with the Agreed Maintenance Programme through the Agreed Maintenance Performer and perform (at the respective intervals provided in the Agreed Maintenance Programmei) all Major Checks; (d) maintain applicable Regulations including the Aircraft in accordance with FAA Federal Air Regulations standard stipulated by FAR Part 121 Subpart L and any other rules and regulations of the FAA as may be applicable and, subject to passenger category aircraft and the provisions of ss.8.10(d), in at least the same manner and with at least the same care, including, without limitationincluding record keeping, maintenance scheduling, modification status and technical condition, as is the case with respect to similar aircraft owned or otherwise operated by Lessee and as if Lessee were to retain and continue operating the Aircraft in its fleet and continue to operate the Aircraft after -32- the Expiry Date and includingDate, without limitation, all including All maintenance to the Airframe, any Engine or any Part required to maintain all warranties, performance guarantees guaranties or service life policies that are assigned by Lessor to Lessee in full force and effect; ; and (eii) comply with the requirements of all mandatory inspection Airworthiness Directives and modification requirementsall service bulletins designated by the State of Design or State of Registry as "mandatory," and to be carried out before the Return Occasion or the Scheduled Expiry Date, airworthiness directives and similar requirements applicable to the Aircraftwhichever is later, any Engine or Part having a compliance date during the Term or within a period of 180 days after the Return Occasion or the Scheduled Expiry Date and which are required by the Air AuthorityDate, and/or the FAA and/or the laws of the state of manufacture of the Aircraft, any Engine or Part and/or recommended by any manufacturer of the Aircraft, any Engine or Part (each of the foregoing being hereinafter referred to as a "Relevant AD"). The cost of compliance with any single Relevant AD shall be allocated among Lessor and Lessee as follows:- (i) Lessee shall be responsible for the first $100,000 of such cost; (ii) Lessor and Lessee shall share, on an equal basis, the portion of such cost (if any) which exceeds $100,000 up to and including $200,000whichever is later; and (iiid) Lessor shall be wholly responsible for all maintenance is carried out according to Lessee's Maintenance Program in at least the portion of such cost (if any) which exceeds $200,000 (subject always same manner and with at least the same care, including maintenance scheduling, modification status and technical condition, as is the case with respect to the provisions of the following paragraph). Notwithstanding the foregoingsimilar aircraft owned or otherwise operated by Lessee; provided, however, in the event that Lessee determines that any particular expenditure or modification may not be prudent during the total cost of any single Relevant AD (such total cost last nine months prior to be mutually agreedthe Scheduled Expiry Date, then Lessor and Lessee shall discuss the issue and negotiate in good faith, between Lessor and Lessee) exceeds $200,000 (the "Threshold Amount"), Lessor may elect not faith to make its contribution to the cost of compliance with such Relevant AD as described in (iii) above. If Lessor shall so elect, Lessee shall be entitled, by giving prior written notice to Lessor, to terminate this Agreement and redeliver the Aircraft to Lessor in accordance with Clause 12 and Schedule 3 (except for compliance with the Relevant AD which gave rise to such termination) agree on the earlier of (x) the date which is 30 days after the date of such notice from Lessee to Lessor; or (y) the date on which the Aircraft is required to be removed from service by reason of non-compliance with the applicable Relevant AD. Such notice shall specify the proposed redelivery date of the Aircraft by Lessee and, upon the receipt of such notice by Lessor, the then current definition of Expiry Date shall be deemed to have been amended accordingly. Upon any termination of this Agreement pursuant to this Clause 8.11 (e), neither party shall be under any further obligation to the other hereunder except for (x) accrued obligations of Lessee hereunder; and (y) obligations hereunder which are expressed to continue notwithstanding the expiration of the Term and provided further that Lessor shall, if applicable having regard to the provisions of Clause 7.3, make the rebate described in Clause 7.3 (i) and the adjustment payments described in Schedule 3 shall be payable by Lessee; (f) comply with all applicable laws and the regulations of the Air Authority and other aviation authorities with jurisdiction over Lessee or the Aircraft, any Engine or Part regardless of upon whom such requirements are imposed and which relate to the maintenance, condition, use or operation of the Aircraft or require any modification or alteration to the Aircraft, any Engine or Part; (g) maintain in good standing a current certificate of airworthiness (in the appropriate category for the nature of the operations of the Aircraft) for the Aircraft issued by the Air Authority except where the Aircraft is undergoing maintenance, modification or repair required or permitted by this Agreement and will from time to time provide to Lessor a copy on request; (h) if required by the Air Authority, maintain a current certification as to maintenance issued by or on behalf of the Air Authority in respect of the Aircraft and will from time to time provide to Lessor a copy on request; and (i) procure promptly the replacement of any Engine or Part which has become time, cycle or calendar expired, lost, stolen, seized, confiscated, destroyed, damaged beyond repair, unserviceable or permanently rendered unfit for use, with an engine or part complying with the conditions set out in Clause 8.13(a)mutually acceptable solution.

Maintenance and Repair. The Lessee will:-shall: (a) keep the Aircraft airworthy in all respects and in good repair and condition; (b) not change advise the Lessor and Lender in writing of all material changes to the Agreed Maintenance Programme or the schedule of the Agreed Maintenance Programme without the written consent of LessorProgram; (c) maintain the Aircraft in accordance with the Agreed Maintenance Programme Program through the Agreed Maintenance Performer Performers and perform (at the respective intervals provided in the Agreed Maintenance ProgrammeProgram) all Major Checks; (d) maintain the Aircraft in accordance with FAA Federal Air Regulations FAR Part 121 and any other rules and regulations of the FAA Aviation Authority as may be are applicable to passenger category aircraft and in at least of the same manner type as the Aircraft operated by United States of America air carriers, subject to the special exemptions permitted Lessee regarding compliance with the Airport Noise and with at least the same care, including, without limitation, maintenance scheduling, modification status and technical conditionCapacity Act of 1990, as is amended, and the case with respect to similar aircraft owned or otherwise operated regulations promulgated by Lessee and as if Lessee were to retain the Aircraft in its fleet and continue to operate the Aircraft after the Expiry Date and including, without limitation, all maintenance to the Airframe, any Engine or any Part required to maintain all warranties, performance guarantees or service life policies in full force and effectFAA thereunder; (e) comply with all mandatory inspection and modification requirements, airworthiness directives and similar requirements applicable to the Aircraft, any Engine or Part having a compliance date during the Term or within 180 days after the Expiry Date and which that are required by the Air Aviation Authority, and/or the FAA and/or the laws of the state of manufacture of the Aircraft, any Engine or Part and/or recommended ; (f) comply with all alert service bulletins issued by any manufacturer of the Aircraft, Engines or Parts, and comply (including scheduling complying work and then performing such work on schedule) with all other service bulletins issued by any Engine such manufacturer if and to the extent that the Lessee brings or Part (each schedules to bring in compliance at least one-half of the foregoing being hereinafter referred to as a "Relevant AD"). The cost of compliance with any single Relevant AD shall be allocated among Lessor and Lessee as follows:- applicable aircraft it operates (i) Lessee shall be responsible excluding for the first $100,000 purposes of such costcalculation aircraft acquired from unrelated third parties that already comply with such other service bulletins); (ii) Lessor and Lessee shall share, on an equal basis, the portion of such cost (if any) which exceeds $100,000 up to and including $200,000; and (iii) Lessor shall be wholly responsible for the portion of such cost (if any) which exceeds $200,000 (subject always to the provisions of the following paragraph). Notwithstanding the foregoing, in the event that the total cost of any single Relevant AD (such total cost to be mutually agreed, in good faith, between Lessor and Lessee) exceeds $200,000 (the "Threshold Amount"), Lessor may elect not to make its contribution to the cost of compliance with such Relevant AD as described in (iii) above. If Lessor shall so elect, Lessee shall be entitled, by giving prior written notice to Lessor, to terminate this Agreement and redeliver the Aircraft to Lessor in accordance with Clause 12 and Schedule 3 (except for compliance with the Relevant AD which gave rise to such termination) on the earlier of (x) the date which is 30 days after the date of such notice from Lessee to Lessor; or (y) the date on which the Aircraft is required to be removed from service by reason of non-compliance with the applicable Relevant AD. Such notice shall specify the proposed redelivery date of the Aircraft by Lessee and, upon the receipt of such notice by Lessor, the then current definition of Expiry Date shall be deemed to have been amended accordingly. Upon any termination of this Agreement pursuant to this Clause 8.11 (e), neither party shall be under any further obligation to the other hereunder except for (x) accrued obligations of Lessee hereunder; and (y) obligations hereunder which are expressed to continue notwithstanding the expiration of the Term and provided further that Lessor shall, if applicable having regard to the provisions of Clause 7.3, make the rebate described in Clause 7.3 (i) and the adjustment payments described in Schedule 3 shall be payable by Lessee; (fg) comply with all applicable laws and the regulations of the Air Aviation Authority and any other aviation authorities with jurisdiction over the Lessee or the Aircraft, any Engine or Part regardless of upon whom such requirements are imposed and which that relate to the maintenance, condition, use or operation of the Aircraft or require any modification or alteration to the Aircraft, any Engine or Part; (gh) maintain in good standing a current certificate U.S. Standard Transport Category Certificate of airworthiness (in the appropriate category for the nature of the operations of the Aircraft) Airworthiness for the Aircraft issued by the Air Aviation Authority in accordance with FAR Part 21 except where when the Aircraft is undergoing maintenance, modification or repair required or permitted by this Agreement and will shall from time to time provide to the Lessor a copy on request; (hi) if required by the Air Aviation Authority, maintain a current certification as to maintenance issued by or on behalf of the Air Aviation Authority in respect of the Aircraft and will shall from time to time provide to the Lessor a copy on request; (j) maintain the Engines with respect to overhaul build standards and disc replacements at a level which is consistent with the level applied by the Lessee in relation to other engines of the same type as the Engines in its fleet, provided, however, Lessee may maintain the Engines with respect to overhaul build standards and disc replacements in such manner as to achieve minimal compliance with return conditions; (k) maintain the Engines and the APU in a "on condition" program as set forth in the respective manufacturer's maintenance planning document; and (il) subject to Clause 11.1(c), procure promptly the replacement of any Engine or Part which has become time, cycle or calendar expired, lost, stolen, seized, confiscated, destroyed, damaged beyond repair, unserviceable or permanently rendered unfit for use, with an engine or part complying with the conditions set out in Clause 8.13(a).

Maintenance and Repair. Lessee will:-will maintain, overhaul and repair the Engine (or arrange for the Engine to be maintained, overhauled and repaired, through the Maintenance Performer), so that: (a) keep the Aircraft airworthy Engine is kept in all respects as good operating condition and in good repair as the condition of the Engine as at Delivery and conditionafter giving effect to any post-Delivery modifications, repairs or maintenance paid for or otherwise provided by or on behalf of Lessor, except for ordinary wear and tear, for purposes of any Engine, ordinary wear and tear does not include POD, damage from accident, neglect and improper use, operation and handling; (b) not change Lessee has a current certificate of airworthiness (issued by the Agreed Maintenance Programme or Air Authority in the schedule of appropriate public transport category) for the Agreed Maintenance Programme without the written consent of LessorRelated Airframe; (c) maintain the Aircraft in accordance Engine complies with the Agreed Maintenance Programme through the Agreed Maintenance Performer and perform (at the respective intervals provided in the Agreed Maintenance Programmei) all Major Checks; (d) maintain applicable Regulations and the Aircraft in accordance with FAA Federal Air Regulations standards stipulated by FAR Part 121 Subpart I_ (or its JAA equivalent) and any other rules and regulations of the FAA as may be applicable to passenger category aircraft (or J AA) and in at least the same manner and with at least the same some care, including, without limitationincluding record keeping, maintenance scheduling, modification status and technical condition, as is the case with respect to similar aircraft engines owned or otherwise operated by Lessee and as if Lessee were to retain and continue operating the Aircraft Engine in its fleet and continue to operate the Aircraft after the Expiry Date and includingDate, without limitation, including all maintenance to the Airframe, any Engine or any Part required to maintain all warranties, performance guarantees guaranties or service life policies in full force and effect; (e) comply with all mandatory inspection ; and modification requirements, airworthiness directives and similar requirements applicable to the Aircraft, any Engine or Part having a compliance date during the Term or within 180 days after the Expiry Date and which are required by the Air Authority, and/or the FAA and/or the laws of the state of manufacture of the Aircraft, any Engine or Part and/or recommended by any manufacturer of the Aircraft, any Engine or Part (each of the foregoing being hereinafter referred to as a "Relevant AD"). The cost of compliance with any single Relevant AD shall be allocated among Lessor and Lessee as follows:- (i) Lessee shall be responsible for the first $100,000 of such cost; (ii) Lessor the requirements of all ADs and Lessee shall share, on an equal basis, SBs designated by the portion State of such cost (if any) which exceeds $100,000 up Design or State of Registry as “mandatory,” and to and including $200,000be carried out before the Return Occasion or within the AD Compliance Period; and (iiid) Lessor shall be wholly responsible for all maintenance and repair is carried out according to Lessee’s Maintenance Program in at least the portion same manner and with at least the same care, including Line Maintenance, maintenance scheduling, modification status and technical condition, as is the case with respect to similar engines owned or otherwise operated by Lessee, provided always that such repair of such cost (if any) which exceeds $200,000 (subject always to the provisions any Part of the following paragraph). Notwithstanding the foregoing, in the event that the total cost of any single Relevant AD (such total cost to be mutually agreed, in good faith, between Lessor and Lessee) exceeds $200,000 (the "Threshold Amount"), Lessor may elect Engine shall not to make its contribution to the cost of compliance with such Relevant AD as described in (iii) above. If Lessor shall so elect, Lessee shall be entitled, by giving prior written notice to Lessor, to terminate this Agreement and redeliver the Aircraft to Lessor in accordance with Clause 12 and Schedule 3 (except for compliance with the Relevant AD which gave rise to such termination) on the earlier of (x) the date which is 30 days after the date of such notice from Lessee to Lessor; or (y) the date on which the Aircraft is required to be removed from service by reason of non-compliance with the applicable Relevant AD. Such notice shall specify the proposed redelivery date of the Aircraft by Lessee and, upon the receipt of such notice by Lessor, the then current definition of Expiry Date shall be deemed to have been amended accordingly. Upon any termination of this Agreement pursuant to this Clause 8.11 (e), neither party shall be under any further obligation to the other hereunder except for (x) accrued obligations of Lessee hereunder; and (y) obligations hereunder which are expressed to continue notwithstanding the expiration of the Term and provided further that Lessor shall, if applicable having regard to the provisions of Clause 7.3, make the rebate described in Clause 7.3 (i) and the adjustment payments described in Schedule 3 shall be payable by Lessee; (f) comply with all applicable laws and the regulations of the Air Authority and other aviation authorities with jurisdiction over Lessee or the Aircraft, any Engine or Part regardless of upon whom such requirements are imposed and which relate to the maintenance, condition, use or operation of the Aircraft or require any modification or alteration to the Aircraft, any Engine or Part; (g) maintain in good standing a current certificate of airworthiness (in the appropriate category for the nature of the operations of the Aircraft) for the Aircraft issued by the Air Authority except where the Aircraft is undergoing maintenance, modification or repair required or permitted by this Agreement and will from time to time provide to Lessor a copy on request; (h) if required by the Air Authority, maintain a current certification as to maintenance issued by or on behalf of the Air Authority in respect of the Aircraft and will from time to time provide to Lessor a copy on request; and (i) procure promptly the replacement of any Engine or Part which has become time, cycle or calendar expired, lost, stolen, seized, confiscated, destroyed, damaged beyond repair, unserviceable or permanently rendered unfit for use, with an engine or part complying with the conditions set out in Clause 8.13(a)include DER repairs.

Maintenance and Repair. Lessee will:-will maintain, overhaul and repair the Aircraft, so that: (a) keep the Aircraft airworthy is kept in all respects as good operating condition and in good repair as the condition (ordinary wear and conditiontear excepted) of the Aircraft as at Delivery and after giving effect to any post-Delivery modifications, repairs or maintenance paid for or otherwise provided by or on behalf of Lessor; (b) not change the Agreed Maintenance Programme Aircraft has a current certificate of airworthiness (issued by the Air Authority in the appropriate public transport category), other than during periods when the Air Authority has revoked or suspended the schedule certificate of the Agreed Maintenance Programme without the written consent of Lessorairworthiness for similar aircraft generally; (c) maintain the Aircraft in accordance complies with all applicable Regulations and the Agreed Maintenance Programme through standards stipulated by FAR Part 121 and the Agreed Maintenance Performer requirements of all Airworthiness Directives and perform (at all service bulletins designated by the respective intervals provided in State of Design or the Agreed Maintenance Programme) all Major Checks;Air Authority as “mandatory,” and to be carried out before the Return Occasion or within the AD Compliance Period; and (d) maintain all maintenance is carried out according to (i) Lessee’s Maintenance Program through the Aircraft in accordance with FAA Federal Air Regulations Part 121 and any other rules and regulations of the FAA as may be applicable to passenger category aircraft and Maintenance Performer in at least the same manner and with at least the same care, including, without limitation, including maintenance scheduling, modification status and technical condition, as is the case with respect to similar aircraft owned or otherwise operated by Lessee Lessee, (ii) the rules and as if Lessee were regulations of the FAA, (iii) the Manufacturer’s type design, (iv) other regulations or requirements necessary to retain maintain a valid Certificate of Airworthiness for the Aircraft in its fleet and continue to operate the Aircraft after the Expiry Date and including, without limitation, meet such requirements at all maintenance to the Airframe, any Engine or any Part required to maintain all warranties, performance guarantees or service life policies in full force and effect; (e) comply with all mandatory inspection and modification requirements, airworthiness directives and similar requirements applicable to the Aircraft, any Engine or Part having a compliance date times during the Term or within 180 days after and (v) the Expiry Date regulations and which are required by the Air Authority, and/or the FAA and/or the laws requirements under FAR Part 121. No Major Maintenance Program Revision shall be made without providing Lessor with prior written notification of such action. No change will be made of the state of manufacture of the AircraftMaintenance Performer with respect to Major Checks, any Engine LLP Replacement, Engine Refurbishment, APU overhaul or Part and/or recommended by any manufacturer of the Aircraft, any Engine or Part (each of the foregoing being hereinafter referred to as a "Relevant AD"). The cost of compliance Landing Gear overhaul without providing Lessor with any single Relevant AD shall be allocated among Lessor and Lessee as follows:- (i) Lessee shall be responsible for the first $100,000 prior written notification of such cost; (ii) Lessor and Lessee shall share, on an equal basis, the portion of such cost (if any) which exceeds $100,000 up to and including $200,000; and (iii) Lessor shall be wholly responsible for the portion of such cost (if any) which exceeds $200,000 (subject always to the provisions of the following paragraph). Notwithstanding the foregoing, in the event that the total cost of any single Relevant AD (such total cost to be mutually agreed, in good faith, between Lessor and Lessee) exceeds $200,000 (the "Threshold Amount"), Lessor may elect not to make its contribution to the cost of compliance with such Relevant AD as described in (iii) above. If Lessor shall so elect, Lessee shall be entitled, by giving prior written notice to Lessor, to terminate this Agreement and redeliver the Aircraft to Lessor in accordance with Clause 12 and Schedule 3 (except for compliance with the Relevant AD which gave rise to such termination) on the earlier of (x) the date which is 30 days after the date of such notice from Lessee to Lessor; or (y) the date on which the Aircraft is required to be removed from service by reason of non-compliance with the applicable Relevant AD. Such notice shall specify the proposed redelivery date of the Aircraft by Lessee and, upon the receipt of such notice by Lessor, the then current definition of Expiry Date shall be deemed to have been amended accordingly. Upon any termination of this Agreement pursuant to this Clause 8.11 (e), neither party shall be under any further obligation to the other hereunder except for (x) accrued obligations of Lessee hereunder; and (y) obligations hereunder which are expressed to continue notwithstanding the expiration of the Term and provided further that Lessor shall, if applicable having regard to the provisions of Clause 7.3, make the rebate described in Clause 7.3 (i) and the adjustment payments described in Schedule 3 shall be payable by Lessee; (f) comply with all applicable laws and the regulations of the Air Authority and other aviation authorities with jurisdiction over Lessee or the Aircraft, any Engine or Part regardless of upon whom such requirements are imposed and which relate to the maintenance, condition, use or operation of the Aircraft or require any modification or alteration to the Aircraft, any Engine or Part; (g) maintain in good standing a current certificate of airworthiness (in the appropriate category for the nature of the operations of the Aircraft) for the Aircraft issued by the Air Authority except where the Aircraft is undergoing maintenance, modification or repair required or permitted by this Agreement and will from time to time provide to Lessor a copy on request; (h) if required by the Air Authority, maintain a current certification as to maintenance issued by or on behalf of the Air Authority in respect of the Aircraft and will from time to time provide to Lessor a copy on request; and (i) procure promptly the replacement of any Engine or Part which has become time, cycle or calendar expired, lost, stolen, seized, confiscated, destroyed, damaged beyond repair, unserviceable or permanently rendered unfit for use, with an engine or part complying with the conditions set out in Clause 8.13(a)action.

Maintenance and Repair. The Lessee will:-shall: (a) keep the Aircraft airworthy in all respects and in good repair and condition; (b) not change the Agreed Maintenance Programme or the schedule of the Agreed Maintenance Programme without except in accordance with the written consent rules and regulations of Lessorthe FAA; (c) maintain the Aircraft in accordance with the Agreed Maintenance Programme through the Agreed Maintenance Performer and perform (at the respective intervals provided in the Agreed Maintenance Programme) all Major Checks; (d) maintain the Aircraft in accordance with FAA Federal Air Regulations FAR Part 121 and and/or any other applicable rules and regulations of the FAA as may be applicable to passenger category aircraft and in at least the same manner and with at least the same careFAA, including, without limitation, maintenance scheduling, modification status and technical condition, as is the case with respect to similar aircraft owned or otherwise operated by Lessee and as if Lessee were to retain the Aircraft in its fleet and continue to operate the Aircraft after the Expiry Date and including, without limitation, all maintenance except to the Airframe, any Engine or any Part required to maintain all warranties, performance guarantees or service life policies in full force extent that they conflict with the rules and effectregulations of the Aviation Authority; (e) comply with all mandatory inspection and modification requirements, airworthiness directives and similar requirements applicable to the Aircraft, any Engine or Part having a compliance date during the Term or or, in the case of airworthiness directives, within 180 days after the Expiry Date and which are required by the Air Authority, and/or the FAA and/or the laws of the state of manufacture of the Aircraft, any Engine or Part and/or recommended by any manufacturer of the Aircraft, any Engine or Part FAA. (each of the foregoing being hereinafter referred to as a "Relevant AD"). The cost of compliance f) comply with any single Relevant AD shall be allocated among Lessor service bulletin issued by the Manufacturer if and Lessee as follows:- to the extent that (i) the Lessee shall be responsible for has decided to comply with such service bulletin with respect to substantially all of the first $100,000 of Boeing 737-300 aircraft in its fleet and has commenced such cost; compliance with respect to other such aircraft and (ii) Lessor after the Lessee has reached such decision and Lessee shall share, on an equal basisbefore the Expiry Date, the portion of such cost (if any) Aircraft undergoes the applicable check or maintenance procedure at which exceeds $100,000 up to and including $200,000; and (iii) Lessor shall be wholly responsible for the portion of such cost (if any) which exceeds $200,000 (subject always to the provisions of the following paragraph). Notwithstanding the foregoing, in the event that the total cost of any single Relevant AD (such total cost to be mutually agreed, in good faith, between Lessor and Lessee) exceeds $200,000 (the "Threshold Amount"), Lessor may elect not to make its contribution to the cost of compliance with such Relevant AD as described in (iii) above. If Lessor shall so elect, Lessee shall be entitled, by giving prior written notice to Lessor, to terminate this Agreement and redeliver the Aircraft to Lessor in accordance service bulletin is normally effected with Clause 12 and Schedule 3 (except for compliance with the Relevant AD which gave rise to such termination) on the earlier of (x) the date which is 30 days after the date of such notice from Lessee to Lessor; or (y) the date on which the Aircraft is required to be removed from service by reason of non-compliance with the applicable Relevant AD. Such notice shall specify the proposed redelivery date of the Aircraft by Lessee and, upon the receipt of such notice by Lessor, the then current definition of Expiry Date shall be deemed to have been amended accordingly. Upon any termination of this Agreement pursuant to this Clause 8.11 (e), neither party shall be under any further obligation respect to the Lessee's other hereunder except for (x) accrued obligations of Lessee hereunder; and (y) obligations hereunder which are expressed to continue notwithstanding the expiration of the Term and provided further that Lessor shall, if applicable having regard to the provisions of Clause 7.3, make the rebate described in Clause 7.3 (i) and the adjustment payments described in Schedule 3 shall be payable by Lessee;Boeing 737-300 aircraft. (fg) comply with all applicable laws and the applicable regulations of the Air Aviation Authority and other aviation authorities with jurisdiction over the Lessee or the Aircraft, any Engine or Part regardless of upon whom such requirements are imposed and which relate to the maintenance, condition, use or operation of the Aircraft or require any modification or alteration to the Aircraft, any Engine or Part; (gh) maintain in good standing a current certificate of airworthiness (in the appropriate category for the nature of the operations of the Aircraft) for the Aircraft issued by the Air Aviation Authority except where when the Aircraft is undergoing maintenance, modification or repair required or permitted by this Agreement and will from time to time provide to the Lessor a copy on request; (hi) if required by the Air AuthorityAviation Authority with respect to the maintenance functions which the Lessee is itself performing on the Aircraft or any Engine, maintain a current certification as to maintenance issued by or on behalf of the Air Aviation Authority in respect of the Aircraft and will from time to time provide to the Lessor a copy on request; (j) maintain the Engines with respect to overhaul build standards and disc replacements at a level which is not inferior to the level applied by the Lessee in relation to the engines in the Lessee's fleet generally which are of the same type as the Engines; and (ik) subject to Clause 11.1(c), procure promptly the replacement of any Engine or Part which has become time, cycle or calendar expired, lost, stolen, seized, confiscated, destroyed, damaged beyond repair, unserviceable or permanently rendered unfit for use, with an engine or part complying with the conditions set out in Clause 8.13(a)8.13 (a) The Lessee shall ensure that any such replacement engine or part has attached to it a current "serviceability tag" issued by the manufacturer or supplier or overhaul agency, indicating that the engine or part is new, serviceable or overhauled, and the Lessee shall retain all such tags.

Maintenance and Repair. Lessee will:-will: (a) keep the Aircraft airworthy in all respects and in good repair and conditioncondition in accordance with normal airline practice; (b) not change the intervals of the Agreed Maintenance Programme Program or the schedule of the Agreed Maintenance Programme Program without the written consent of LessorLessor (such consent not to be unreasonably withheld); (c) maintain the Aircraft in accordance with the Agreed Maintenance Programme Program through the Agreed Maintenance Performer and perform (at the respective intervals provided in the Agreed Maintenance ProgrammeProgram) all Major Checks; (d) maintain the Aircraft in accordance with FAA Federal Air Regulations Part 121 and any other -29- rules and regulations of the FAA as may be applicable to passenger category aircraft and in at least the same manner and with at least the same care, including, without limitation, maintenance scheduling, modification status and technical condition, as is the case with respect to similar aircraft owned or otherwise operated by Lessee and as if Lessee were to retain the Aircraft in its fleet and continue to operate the Aircraft after the Expiry Date and including, without limitation, all maintenance to the Airframe, any Engine or any Part required to maintain all warranties, performance guarantees or service life policies in full force and effect; (e) comply with all mandatory inspection and modification requirements, airworthiness directives and similar requirements applicable to the Aircraft, any Engine or Part having a compliance date during the Term or within 180 days after the Expiry Date and which are required by the Air Authority, and/or the FAA and/or the laws of the state of manufacture of the Aircraft, FAA; If any Engine or Part and/or recommended by any manufacturer of the Aircraft, any Engine or Part (each of the foregoing being hereinafter referred to as (each a "Relevant ADItem"). The cost of compliance with any single Relevant AD shall be allocated among ) is issued by the FAA, Lessor and Lessee as follows:- (i) shall, if Lessee shall have performed modification or terminating action with regard to the same or shall have caused such modification or terminating action with regard to the same to be responsible for performed, in respect of any individual item of the first $100,000 of such cost; (ii) Lessor and Lessee shall sharesame, on receipt by Lessor of evidence of payment and completion of the Relevant Item, reimburse Lessee with an amount equal basis, the portion of such cost (if any) which exceeds $100,000 up to and including $200,000; and (iii) Lessor shall be wholly responsible for the portion of such cost (if any) which exceeds $200,000 (subject always to the provisions of solution to the following paragraphformulas: (C-$50,000) X (1-(RT/60). Notwithstanding the foregoing, in the event that ) Where: C = the total cost of any single Relevant AD (such total cost to be mutually agreed, in good faith, between Lessor and Lessee) exceeds $200,000 (the "Threshold Amount"), Lessor may elect not to make its contribution to the cost of compliance with such Relevant AD as described in (iii) above. If Lessor shall so elect, Lessee shall be entitled, by giving prior written notice to Lessor, to terminate this Agreement and redeliver the Aircraft to Lessor in accordance with Clause 12 and Schedule 3 (except for compliance with the Relevant AD which gave rise to such termination) on Item; RT = the earlier number of (x) months remaining in the date which Term when the Relevant Item is 30 days after completed; and 60 = the date of such notice from Lessee to Lessor; or (y) the date on which the Aircraft is required to be removed from service by reason of non-compliance with the applicable Relevant AD. Such notice shall specify the proposed redelivery date assumed 5 year useful life of the Aircraft by Relevant Item; provided, however, Lessor's obligation to reimburse Lessee and, upon the receipt of such notice by Lessor, the then current definition of Expiry Date shall be deemed to have been amended accordingly. Upon any termination of this Agreement pursuant to this Clause 8.11 (e), neither party 8.11(e) shall be under any further obligation to not exceed $100,000 in the other hereunder except for (x) accrued obligations of Lessee hereunder; and (y) obligations hereunder which are expressed to continue notwithstanding the expiration of the Term and provided further that Lessor shall, if applicable having regard to the provisions of Clause 7.3, make the rebate described in Clause 7.3 (i) and the adjustment payments described in Schedule 3 shall be payable by Lessee;aggregate. (f) comply with all applicable laws and the regulations of the Air Authority and other aviation authorities with jurisdiction over Lessee or the Aircraft, any Engine or Part regardless of upon whom such requirements are imposed and which relate related to the maintenance, condition, use or operation of the Aircraft or require any modification or alteration to the Aircraft, any Engine or Part; (g) maintain in good standing a current certificate of airworthiness (in the appropriate category for the nature of the operations of the Aircraft) for the Aircraft issued by the Air Authority except where the Aircraft is undergoing maintenance, modification or repair required or permitted by this Agreement and will from time to time provide to Lessor a copy on request; (h) if required by the Air Authority, maintain a current certification as to maintenance issued by or on behalf of the Air Authority in respect of the Aircraft and will from time to time provide to Lessor a copy on request; and (i) procure promptly the replacement of any Engine or Part which has become time, cycle or calendar expired, lost, stolen, seized, confiscated, destroyed, damaged beyond repair, unserviceable or permanently rendered unfit for use, with an engine or part complying with the conditions set out in Clause 8.13(a).

Maintenance and Repair. Lessee will:-shall at its sole cost and expense (except only as expressly set forth in section 7.3 hereof): (a) keep the Aircraft airworthy in all respects and in good repair and condition, and all maintenance will be carried out to a standard acceptable to Lessor; (b) advise Lessor in writing of all material changes to the Approved Maintenance Program, and shall not (i) change the Agreed intervals between Major Checks under the Approved Maintenance Programme or the schedule of the Agreed Maintenance Programme Program without the written consent of Lessor, or (ii) change the Approved Maintenance Program in any other material respect without the written consent of Lessor unless recommended by the Manufacturer or mandated by the Aviation Authority; (c) maintain incorporate in the Aircraft Approved Maintenance Program (i) a CPCP as recommended by the Manufacturer, (ii) an aging aircraft program as recommended by the Manufacturer, and SID program approved by the Manufacturer, and (iv) an anti-fungus and anti-biological growth and contamination prevention, control and treatment program for all fuel tanks in accordance with the Agreed Maintenance Programme through the Agreed Maintenance Performer and perform (at the respective intervals provided in the Agreed Maintenance Programme) all Major ChecksManufacturer's approved procedures; (d) maintain the Aircraft in accordance with FAA Federal Air Regulations Part 121 the Approved Maintenance Program through Agreed Maintenance Performers and perform (at the respective intervals provided in the Approved Maintenance Program) all Major Checks, and at least 20 days before performing any other Major Check Lessee will consult with Lessor as to the workscope for such Major Check; (e) maintain the Aircraft in accordance with all rules and regulations of the FAA Aviation Authority as may be are applicable to passenger category aircraft and in at least of the same manner type as the Aircraft, and with at least the same care, including, without limitation, maintenance scheduling, modification status and technical condition, as is the case with respect to similar aircraft owned or otherwise operated by Lessee and as if Lessee were to retain maintain the Aircraft in its fleet so as to comply at all times with the type certificate specification and continue to operate data sheets for the Aircraft after the Expiry Date and including, without limitation, all maintenance to the Airframe, any Engine or any Part required to maintain all warranties, performance guarantees or service life policies in full force and effectAircraft; (ef) comply with all mandatory inspection and modification requirements, airworthiness directives and similar requirements applicable to the Aircraft, any Engine or Part having a compliance date during the Term on or within 180 days after before the Expiry Date and which that are required by the Air Authority, and/or Aviation Authority and the FAA and/or the laws of the state of manufacture of the Aircraft, any Engine or Part and/or recommended FAA; (g) comply with all alert service bulletins issued by any manufacturer of the Aircraft, any Engine Engines or Part Parts, and comply (each of the foregoing being hereinafter referred to as a "Relevant AD"). The cost of including scheduling compliance with any single Relevant AD shall be allocated among Lessor work and Lessee as follows:- (ithen performing such work on schedule) Lessee shall be responsible for the first $100,000 of such cost; (ii) Lessor and Lessee shall share, on an equal basis, the portion of such cost (if any) which exceeds $100,000 up to and including $200,000; and (iii) Lessor shall be wholly responsible for the portion of such cost (if any) which exceeds $200,000 (subject always to the provisions of the following paragraph). Notwithstanding the foregoing, in the event that the total cost of any single Relevant AD (such total cost to be mutually agreed, in good faith, between Lessor and Lessee) exceeds $200,000 (the "Threshold Amount"), Lessor may elect not to make its contribution to the cost of compliance with such Relevant AD as described in (iii) above. If Lessor shall so elect, Lessee shall be entitled, by giving prior written notice to Lessor, to terminate this Agreement and redeliver the Aircraft to Lessor in accordance with Clause 12 and Schedule 3 (except for compliance with the Relevant AD which gave rise to such termination) on the earlier of (x) the date which is 30 days after the date of such notice from Lessee to Lessor; or (y) the date on which the Aircraft is required to be removed from service by reason of non-compliance with the applicable Relevant AD. Such notice shall specify the proposed redelivery date of the Aircraft by Lessee and, upon the receipt of such notice by Lessor, the then current definition of Expiry Date shall be deemed to have been amended accordingly. Upon any termination of this Agreement pursuant to this Clause 8.11 (e), neither party shall be under any further obligation to the other hereunder except for (x) accrued obligations of Lessee hereunder; and (y) obligations hereunder which are expressed to continue notwithstanding the expiration of the Term and provided further that Lessor shall, if applicable having regard to the provisions of Clause 7.3, make the rebate described in Clause 7.3 (i) and the adjustment payments described in Schedule 3 shall be payable by Lessee; (f) comply with all applicable laws and the regulations of the Air Authority and other aviation authorities with jurisdiction over Lessee or the Aircraft, any Engine or Part regardless of upon whom such requirements are imposed and which relate to the maintenance, condition, use or operation of the Aircraft or require any modification or alteration to the Aircraft, any Engine or Part; (g) maintain in good standing a current certificate of airworthiness (in the appropriate category for the nature of the operations of the Aircraft) for the Aircraft service bulletins issued by the Air Authority except where the Aircraft is undergoing maintenance, modification or repair required or permitted by this Agreement and will from time to time provide to Lessor a copy on requestany such manufacturer; (h) if required by the Air Authority, maintain a current certification as to maintenance issued by or on behalf of the Air Authority in respect of the Aircraft and will from time to time provide to Lessor a copy on request; and (i) procure promptly the replacement of any Engine or Part which has become time, cycle or calendar expired, lost, stolen, seized, confiscated, destroyed, damaged beyond repair, unserviceable or permanently rendered unfit for use, with an engine or part complying with the conditions set out in Clause 8.13(a).

Maintenance and Repair. Lessee will:- At its own cost and expense, Borrower shall cause the Aircraft, the Airframe, and each Engine (aand any engine that is not an Engine but installed on the Aircraft) to be maintained, serviced, repaired, and overhauled in accordance with (1) while operated by Borrower, Borrower’s FAA-approved maintenance program and, while operated by a Permitted Lessee, Permitted Lessee’s Approved Maintenance Program, (in either case, the “Maintenance Program”) so as (aa) to keep the Aircraft, the Airframe, and each Engine in as good operating condition as on the Closing Date, ordinary wear and tear excepted, and (bb) to keep the Aircraft airworthy in all respects and in good repair and condition; (b) not change such operating condition as may be necessary to enable the Agreed Maintenance Programme or applicable airworthiness certification of such Aircraft to be maintained under the schedule regulations of the Agreed Maintenance Programme without FAA or other Aviation Authority then having jurisdiction over the written consent operation of Lessor; (c) maintain the Aircraft (but in any event in accordance with the Agreed Maintenance Programme through the Agreed Maintenance Performer and perform Program), except during (at the respective intervals provided in the Agreed Maintenance Programmex) all Major Checks; (d) maintain the Aircraft temporary periods of storage during which time appropriate storage maintenance will be performed in accordance with FAA Federal Air Regulations Part 121 applicable regulations, (y) maintenance and any other rules and regulations of modification permitted hereunder, or (z) periods when the FAA as may be applicable to passenger category aircraft or such other Aviation Authority has revoked or suspended the airworthiness certificates for Similar Aircraft; and (2) except during periods when a Permitted Lease is in at least effect, the same manner and with at least the same care, including, without limitation, maintenance scheduling, modification status and technical condition, standards as is the case Borrower uses with respect to similar aircraft owned or otherwise operated by Lessee and as if Lessee were to retain the Similar Aircraft in its fleet and continue to operate operated by Borrower in similar circumstances and, during any period in which a Permitted Lease is in effect, in accordance with the Aircraft after Maintenance Program of the Expiry Date and includingPermitted Lessee. Borrower further agrees that the Aircraft, without limitation, all maintenance to the Airframe, any Engine and Engines will be maintained, used, serviced, repaired, overhauled, or any Part required inspected in compliance with applicable Laws with respect to maintain all warrantiesthe maintenance of the Aircraft and in compliance with each applicable airworthiness certificate, performance guarantees or service life policies in full force license, and effect; (e) comply with all mandatory inspection and modification requirements, airworthiness directives and similar requirements applicable registration relating to the Aircraft, the Airframe, or any Engine or Part having a compliance date during the Term or within 180 days after the Expiry Date and which are required issued by the Air Aviation Authority, and/or other than minor or nonrecurring violations with respect to which corrective measures are taken upon discovery thereof and except to the FAA and/or extent Borrower or Permitted Lessee is contesting in good faith the laws validity or application of the state any such Law or requirement relating to any such certificate, license, or registration in any reasonable manner which does not create any material risk of manufacture sale, loss, or forfeiture of the Aircraft, the Airframe, or any Engine or Part and/or recommended by the interest of Security Agent or any manufacturer Lender therein, or any material risk of criminal liability or material civil penalty against Security Agent or any Lender. Borrower shall maintain or cause to be maintained the Aircraft Documents in English (except that, during the term of any Permitted Lease to a Permitted Lessee who is a Permitted Foreign Air Carrier, such Permitted Lessee may maintain Aircraft Records in the primary language of the Aircraftcountry in which such Permitted Lessee is located; provided, any Engine certified translations shall be made into English of all such Aircraft Records by appropriate translators qualified to an internationally recognizable standard on an ongoing basis and no less frequently than once each year and provided that each such translated document shall be further endorsed by the official stamp, or Part (each certified signature of the foregoing being hereinafter referred to as a "Relevant AD"). The cost of compliance accountable manager with any single Relevant AD shall be allocated among Lessor and Lessee as follows:- (i) Lessee shall be responsible responsibility for the first $100,000 of such cost; (ii) Lessor and Lessee shall share, on an equal basis, the portion of such cost (if any) which exceeds $100,000 up to and including $200,000; and (iii) Lessor shall be wholly responsible for the portion of such cost (if any) which exceeds $200,000 (subject always to the provisions quality control of the following paragraph). Notwithstanding the foregoing, in the event that the total cost of any single Relevant AD (such total cost to be mutually agreed, in good faith, between Lessor and Lessee) exceeds $200,000 (the "Threshold Amount"), Lessor may elect not to make its contribution to the cost of compliance with such Relevant AD as described in (iii) above. If Lessor shall so elect, Lessee shall be entitled, by giving prior written notice to Lessor, to terminate this Agreement and redeliver the Aircraft to Lessor in accordance with Clause 12 and Schedule 3 (except for compliance with the Relevant AD which gave rise to such termination) on the earlier of (x) the date which is 30 days after the date of such notice from Lessee to Lessor; or (y) the date on which the Aircraft is required to be removed from service by reason of non-compliance with the applicable Relevant AD. Such notice shall specify the proposed redelivery date of the Aircraft by Lessee and, upon the receipt of such notice by Lessor, the then current definition of Expiry Date shall be deemed to have been amended accordingly. Upon any termination of this Agreement pursuant to this Clause 8.11 (e), neither party shall be under any further obligation to the other hereunder except for (x) accrued obligations of Lessee hereunder; and (y) obligations hereunder which are expressed to continue notwithstanding the expiration of the Term and provided further that Lessor shall, if applicable having regard to the provisions of Clause 7.3, make the rebate described in Clause 7.3 (i) and the adjustment payments described in Schedule 3 shall be payable by Lessee; (f) comply with all applicable laws and the regulations of the Permitted Foreign Air Authority and other aviation authorities with jurisdiction over Lessee or the Aircraft, any Engine or Part regardless of upon whom such requirements are imposed and which relate to the maintenance, condition, use or operation of the Aircraft or require any modification or alteration to the Aircraft, any Engine or Part; (g) maintain in good standing a current certificate of airworthiness (in the appropriate category for the nature of the operations of the Aircraft) for the Aircraft issued by the Air Authority except where the Aircraft is undergoing maintenance, modification or repair required or permitted by this Agreement and will from time to time provide to Lessor a copy on request; (h) if required by the Air Authority, maintain a current certification as to maintenance issued by or on behalf of the Air Authority in respect of the Aircraft and will from time to time provide to Lessor a copy on request; and (i) procure promptly the replacement of any Engine or Part which has become time, cycle or calendar expired, lost, stolen, seized, confiscated, destroyed, damaged beyond repair, unserviceable or permanently rendered unfit for use, with an engine or part complying with the conditions set out in Clause 8.13(aCarrier).

Maintenance and Repair. Lessee will:-will maintain, overhaul and repair the Engine (or arrange for the Engine to be maintained, overhauled and repaired, through the Maintenance Performer), so that: (a) keep the Aircraft airworthy Engine is kept in all respects as good operating condition and in good repair as the condition of the Engine as at Delivery and conditionafter giving effect to any post-Delivery modifications, repairs or maintenance paid for or otherwise provided by or on behalf of Lessor, except for ordinary wear and tear, for purposes of any Engine, ordinary wear and tear does not include FOD, damage from accident, neglect and improper use, operation and handling; (b) not change so long as the Agreed Maintenance Programme or Engine remains installed on a Related Airframe, the schedule Lessee has a current certificate of airworthiness (issued by the Air Authority in the appropriate public transport category) for such Related Airframe, except when aircraft of the Agreed Maintenance Programme without same type, model or series as such Related Airframe (powered by engines of the written consent same type as those with which the Related Airframe shall be equipped at the time of Lessorgrounding) registered in the same country have been grounded by the Air Authority, provided, however, that if the certificate of airworthiness of such Related Airframe shall be withdrawn, then so long as the Lessee (or a Permitted Sub-Lessee) is taking or causing to be taken all necessary action to promptly (but in no event more than 10 days from such withdrawal) correct the condition which caused such withdrawal and provided further that the Insurance for the Engine is not adversely affected by such withdrawal, no Event of Default shall arise from such withdrawal; (c) maintain the Aircraft in accordance Engine complies with the Agreed Maintenance Programme through the Agreed Maintenance Performer and perform (at the respective intervals provided in the Agreed Maintenance Programmei) all Major Checks; (d) maintain applicable Regulations including the Aircraft in accordance with FAA Federal Air Regulations standard stipulated by FAR Part 121 Subpart L (or its JAA equivalent) and any other rules and regulations of the FAA as may be applicable to passenger category aircraft (or JAA) and in at least the same manner and with at least the same care, including, without limitationincluding record keeping, maintenance scheduling, modification status and technical condition, as is the case with respect to similar aircraft engines owned or otherwise operated by Lessee and as if Lessee were to retain and continue operating the Aircraft Engine in its fleet and continue to operate the Aircraft after the Expiry Date and includingDate, without limitation, including all maintenance to the Airframe, any Engine or any Part required to maintain all warranties, performance guarantees guaranties or service life policies in full force and effect; (e) comply with all mandatory inspection and modification requirements, airworthiness directives and similar requirements applicable to the Aircraft, any Engine or Part having a compliance date during the Term or within 180 days after the Expiry Date and which are required by the Air Authority, and/or the FAA and/or the laws of the state of manufacture of the Aircraft, any Engine or Part and/or recommended by any manufacturer of the Aircraft, any Engine or Part (each of the foregoing being hereinafter referred to as a "Relevant AD"). The cost of compliance with any single Relevant AD shall be allocated among Lessor and Lessee as follows:- (i) Lessee shall be responsible for the first $100,000 of such cost; (ii) Lessor and Lessee shall share, on an equal basis, the portion of such cost (if any) which exceeds $100,000 up to and including $200,000; and (iii) Lessor shall be wholly responsible for the portion of such cost (if any) which exceeds $200,000 (subject always to the provisions of the following paragraph). Notwithstanding the foregoing, in the event that the total cost of any single Relevant AD (such total cost to be mutually agreed, in good faith, between Lessor and Lessee) exceeds $200,000 (the "Threshold Amount"), Lessor may elect not to make its contribution to the cost of compliance with such Relevant AD as described in (iii) above. If Lessor shall so elect, Lessee shall be entitled, by giving prior written notice to Lessor, to terminate this Agreement and redeliver the Aircraft to Lessor in accordance with Clause 12 and Schedule 3 (except for compliance with the Relevant AD which gave rise to such termination) on the earlier of (x) the date which is 30 days after the date of such notice from Lessee to Lessor; or (y) the date on which the Aircraft is required to be removed from service by reason of non-compliance with the applicable Relevant AD. Such notice shall specify the proposed redelivery date of the Aircraft by Lessee and, upon the receipt of such notice by Lessor, the then current definition of Expiry Date shall be deemed to have been amended accordingly. Upon any termination of this Agreement pursuant to this Clause 8.11 (e), neither party shall be under any further obligation to the other hereunder except for (x) accrued obligations of Lessee hereunder; and (y) obligations hereunder which are expressed to continue notwithstanding the expiration of the Term and provided further that Lessor shall, if applicable having regard to the provisions of Clause 7.3, make the rebate described in Clause 7.3 (i) and the adjustment payments described in Schedule 3 shall be payable by Lessee; (f) comply with all applicable laws and the regulations of the Air Authority and other aviation authorities with jurisdiction over Lessee or the Aircraft, any Engine or Part regardless of upon whom such requirements are imposed and which relate to the maintenance, condition, use or operation of the Aircraft or require any modification or alteration to the Aircraft, any Engine or Part; (g) maintain in good standing a current certificate of airworthiness (in the appropriate category for the nature of the operations of the Aircraft) for the Aircraft issued by the Air Authority except where the Aircraft is undergoing maintenance, modification or repair required or permitted by this Agreement and will from time to time provide to Lessor a copy on request; (h) if required by the Air Authority, maintain a current certification as to maintenance issued by or on behalf of the Air Authority in respect of the Aircraft and will from time to time provide to Lessor a copy on request; and (i) procure promptly the replacement of any Engine or Part which has become time, cycle or calendar expired, lost, stolen, seized, confiscated, destroyed, damaged beyond repair, unserviceable or permanently rendered unfit for use, with an engine or part complying with the conditions set out in Clause 8.13(a).

Maintenance and Repair. Lessee will:-shall during the Term: (a) Ensure that the Aircraft will be maintained and repaired by Lessee in accordance with the Approved Maintenance Programme. Lessee shall bear all costs and expenses associated with maintenance, possession, insurance, operation and use of the Aircraft, including Taxes and duties, during the Lease Term; (b) Ensure that any maintenance and the extent and nature of such maintenance to be performed shall be conducted at an Agreed Maintenance Performer. Lessor shall be entitled to have representatives present during the performance of such maintenance to oversee and approve all aspects of such performance, including the workscope thereof, but shall not unreasonably withheld it. Lessor shall be notified by Lessee prior to the commencement of any maintenance work described in this Section 7.2, including as to the Agreed Maintenance Performer and for Lessor’s reasonable approval of the workscope; (c) Lessee acknowledges that Lessee is required to perform (or cause to be performed) any check, shop visit, overhaul or other maintenance required by the Approved Maintenance Program, whether or not Lessor is required to make any payments pursuant to the Schedule 5, and any costs incurred by Lessee in performing any such check, shop visit, overhaul or other maintenance required by the Approved Maintenance Program shall be for Lessee’s account solely; (d) keep the Aircraft airworthy in all respects and in good repair and condition, and all maintenance will be carried out to the standards of major international air carriers; (be) not change incorporate in the Agreed Approved Maintenance Programme or Program (i) a CPCP as required by the schedule of MPD, (ii) any aging aircraft program required by the Agreed Maintenance Programme without MPD, (iii) any structural inspection program required by the written consent of LessorMPD, and (iv) an anti-fungus and anti-biological growth and contamination prevention, control and treatment program for all fuel tanks required by the MPD; (cf) maintain the Aircraft in accordance FAA requirements and all other rules and regulations of the Aviation Authority as are applicable to passenger aircraft of the same type as the Aircraft, and maintain the Aircraft to as to comply at all times with the type certificate specification and data sheets for the Aircraft; (g) maintain the Aircraft in accordance with the Approved Maintenance Program through Agreed Maintenance Programme through the Agreed Maintenance Performer Performers and perform (at the respective intervals provided in the Agreed Approved Maintenance ProgrammeProgram) all Major Checksrequired checks, and before performing any check Lessee will consult with Lessor as to the workscope for such check; (d) maintain the Aircraft in accordance with FAA Federal Air Regulations Part 121 and any other rules and regulations of the FAA as may be applicable to passenger category aircraft and in at least the same manner and with at least the same care, including, without limitation, maintenance scheduling, modification status and technical condition, as is the case with respect to similar aircraft owned or otherwise operated by Lessee and as if Lessee were to retain the Aircraft in its fleet and continue to operate the Aircraft after the Expiry Date and including, without limitation, all maintenance to the Airframe, any Engine or any Part required to maintain all warranties, performance guarantees or service life policies in full force and effect; (eh) comply with all mandatory inspection and modification requirements, airworthiness directives and similar requirements applicable to the Aircraft, any Engine or Part having a compliance date during the Term on or within 180 days after before the Expiry Date and which that are required by the Air Aviation Authority, and/or the FAA and/or the laws of the state of manufacture of the Aircraft, any Engine or Part and/or recommended by any manufacturer of the Aircraft, any Engine or Part (each of the foregoing being hereinafter referred to as a "Relevant AD"). The cost of compliance with any single Relevant AD shall be allocated among Lessor and Lessee as follows:-; (i) Lessee shall be responsible for the first $100,000 of such cost; (ii) Lessor and Lessee shall share, on an equal basis, the portion of such cost (if any) which exceeds $100,000 up to and including $200,000; and (iii) Lessor shall be wholly responsible for the portion of such cost (if any) which exceeds $200,000 (subject always to the provisions of the following paragraph). Notwithstanding the foregoing, in the event that the total cost of any single Relevant AD (such total cost to be mutually agreed, in good faith, between Lessor and Lessee) exceeds $200,000 (the "Threshold Amount"), Lessor may elect not to make its contribution to the cost of compliance with such Relevant AD as described in (iii) above. If Lessor shall so elect, Lessee shall be entitled, by giving prior written notice to Lessor, to terminate this Agreement and redeliver the Aircraft to Lessor in accordance with Clause 12 and Schedule 3 (except for compliance with the Relevant AD which gave rise to such termination) on the earlier of (x) the date which is 30 days after the date of such notice from Lessee to Lessor; or (y) the date on which the Aircraft is required to be removed from service by reason of non-compliance with the applicable Relevant AD. Such notice shall specify the proposed redelivery date of the Aircraft by Lessee and, upon the receipt of such notice by Lessor, the then current definition of Expiry Date shall be deemed to have been amended accordingly. Upon any termination of this Agreement pursuant to this Clause 8.11 (e), neither party shall be under any further obligation to the other hereunder except for (x) accrued obligations of Lessee hereunder; and (y) obligations hereunder which are expressed to continue notwithstanding the expiration of the Term and provided further that Lessor shall, if applicable having regard to the provisions of Clause 7.3, make the rebate described in Clause 7.3 (i) and the adjustment payments described in Schedule 3 shall be payable by Lessee; (f) comply with all applicable laws alert service bulletins issued by Manufacturer during the Term having a compliance date on or before the Expiry Date and comply (including scheduling compliance work and then performing such work on schedule) with all other service bulletins issued by any such Manufacturer if and to the regulations extent that Lessee brings in compliance at least one-half of the Air Authority and applicable aircraft it operates (excluding for purposes of such calculation aircraft acquired from unrelated third parties that already comply with such other aviation authorities with jurisdiction over Lessee or the Aircraft, any Engine or Part regardless of upon whom such requirements are imposed and which relate to the maintenance, condition, use or operation of the Aircraft or require any modification or alteration to the Aircraft, any Engine or Partservice bulletins); (g) maintain in good standing a current certificate of airworthiness (in the appropriate category for the nature of the operations of the Aircraft) for the Aircraft issued by the Air Authority except where the Aircraft is undergoing maintenance, modification or repair required or permitted by this Agreement and will from time to time provide to Lessor a copy on request; (h) if required by the Air Authority, maintain a current certification as to maintenance issued by or on behalf of the Air Authority in respect of the Aircraft and will from time to time provide to Lessor a copy on request; and (i) procure promptly the replacement of any Engine or Part which has become time, cycle or calendar expired, lost, stolen, seized, confiscated, destroyed, damaged beyond repair, unserviceable or permanently rendered unfit for use, with an engine or part complying with the conditions set out in Clause 8.13(a).

Maintenance and Repair. Lessee will:-will maintain, overhaul and repair the Aircraft (or arrange for the Aircraft to be maintained, overhauled and repaired, through the Maintenance Performer), so that: (a) keep the Aircraft airworthy is kept in all respects as good operating condition and in good repair as the condition of the Aircraft as at Delivery and conditionafter giving effect to any post-Delivery modifications, repairs or maintenance paid for or otherwise provided by or on behalf of Lessor, except for ordinary wear and tear; (b) not change the Agreed Maintenance Programme or Lessee has a current certificate of airworthiness (issued by the schedule of Air Authority in the Agreed Maintenance Programme without appropriate public transport category) for the written consent of LessorAircraft; (c) maintain the Aircraft in accordance complies with the Agreed Maintenance Programme through the Agreed Maintenance Performer and perform (at the respective intervals provided in the Agreed Maintenance Programmei) all Major Checks; (d) maintain applicable Regulations including the Aircraft in accordance with FAA Federal Air Regulations standard stipulated by FAR Part 121 Subpart L and any other rules and regulations of the FAA as may be applicable and, subject to passenger category aircraft and the provisions of ss.8.10(d), in at least the same manner and with at least the same care, including, without limitationincluding record keeping, maintenance scheduling, modification status and technical condition, as is the case with respect to similar aircraft owned or otherwise operated by Lessee and as if Lessee were to retain and continue operating the Aircraft in its fleet and continue to operate the Aircraft after -32- the Expiry Date and includingDate, without limitation, including all maintenance to the Airframe, any Engine or any Part required to maintain all warranties, performance guarantees guaranties or service life policies in that are assigned by Lessor to Lessee n full force and effect; ; and (eii) comply with the requirements of all mandatory inspection Airworthiness Directives and modification requirementsall service bulletins designated by the State of Design or State of Registry as "mandatory," and to be carried out before the Return Occasion or the Scheduled Expiry Date, airworthiness directives and similar requirements applicable to the Aircraftwhichever is later, any Engine or Part having a compliance date during the Term or within a period of 180 days after the Return Occasion or the Scheduled Expiry Date and which are required by the Air AuthorityDate, and/or the FAA and/or the laws of the state of manufacture of the Aircraft, any Engine or Part and/or recommended by any manufacturer of the Aircraft, any Engine or Part (each of the foregoing being hereinafter referred to as a "Relevant AD"). The cost of compliance with any single Relevant AD shall be allocated among Lessor and Lessee as follows:- (i) Lessee shall be responsible for the first $100,000 of such cost; (ii) Lessor and Lessee shall share, on an equal basis, the portion of such cost (if any) which exceeds $100,000 up to and including $200,000whichever is later; and (iiid) Lessor shall be wholly responsible for all maintenance is carried out according to Lessee's Maintenance Program in at least the portion of such cost (if any) which exceeds $200,000 (subject always same manner and with at least the same care, including maintenance scheduling, modification status and technical condition, as is the case with respect to the provisions of the following paragraph). Notwithstanding the foregoingsimilar aircraft owned or otherwise operated by Lessee; provided, however, in the event that Lessee determines that any particular expenditure or modification may not be prudent during the total cost of any single Relevant AD (such total cost last nine months prior to be mutually agreedthe Scheduled Expiry Date, then Lessor and Lessee shall discuss the issue and negotiate in good faith, between Lessor and Lessee) exceeds $200,000 (the "Threshold Amount"), Lessor may elect not faith to make its contribution to the cost of compliance with such Relevant AD as described in (iii) above. If Lessor shall so elect, Lessee shall be entitled, by giving prior written notice to Lessor, to terminate this Agreement and redeliver the Aircraft to Lessor in accordance with Clause 12 and Schedule 3 (except for compliance with the Relevant AD which gave rise to such termination) agree on the earlier of (x) the date which is 30 days after the date of such notice from Lessee to Lessor; or (y) the date on which the Aircraft is required to be removed from service by reason of non-compliance with the applicable Relevant AD. Such notice shall specify the proposed redelivery date of the Aircraft by Lessee and, upon the receipt of such notice by Lessor, the then current definition of Expiry Date shall be deemed to have been amended accordingly. Upon any termination of this Agreement pursuant to this Clause 8.11 (e), neither party shall be under any further obligation to the other hereunder except for (x) accrued obligations of Lessee hereunder; and (y) obligations hereunder which are expressed to continue notwithstanding the expiration of the Term and provided further that Lessor shall, if applicable having regard to the provisions of Clause 7.3, make the rebate described in Clause 7.3 (i) and the adjustment payments described in Schedule 3 shall be payable by Lessee; (f) comply with all applicable laws and the regulations of the Air Authority and other aviation authorities with jurisdiction over Lessee or the Aircraft, any Engine or Part regardless of upon whom such requirements are imposed and which relate to the maintenance, condition, use or operation of the Aircraft or require any modification or alteration to the Aircraft, any Engine or Part; (g) maintain in good standing a current certificate of airworthiness (in the appropriate category for the nature of the operations of the Aircraft) for the Aircraft issued by the Air Authority except where the Aircraft is undergoing maintenance, modification or repair required or permitted by this Agreement and will from time to time provide to Lessor a copy on request; (h) if required by the Air Authority, maintain a current certification as to maintenance issued by or on behalf of the Air Authority in respect of the Aircraft and will from time to time provide to Lessor a copy on request; and (i) procure promptly the replacement of any Engine or Part which has become time, cycle or calendar expired, lost, stolen, seized, confiscated, destroyed, damaged beyond repair, unserviceable or permanently rendered unfit for use, with an engine or part complying with the conditions set out in Clause 8.13(a)mutually acceptable solution.

Maintenance and Repair. Lessee will:-will: (a) keep Keep the Aircraft airworthy in all respects and in good repair and condition; (b) not Not change the Agreed Maintenance Programme Program or the schedule of the Agreed Maintenance Programme Program without the written consent of Lessor; (c) maintain Maintain the Aircraft in accordance with the Agreed Maintenance Programme Program through the one or more Agreed Maintenance Performer Performers and perform (at the respective intervals provided in the Agreed Maintenance ProgrammeProgram) all Major Checks; (d) maintain Maintain the Aircraft in accordance with FAA Federal Air Regulations Part 121 and any other rules and regulations regula- tions of the FAA as may be applicable to passenger category aircraft and in at least the same manner and with at least the same care, including, without limitation, maintenance scheduling, modification status and technical condition, as is the case with respect to similar aircraft owned or otherwise operated by Lessee and as if Lessee were to retain the Aircraft in its fleet and continue to operate the Aircraft after the Expiry Date and including, without limitation, all maintenance to the Airframe, any Engine or any Part required to maintain all warranties, performance per- formance guarantees or service life policies in full force and effecteffect and will not discriminate in the care, scheduling, scope, status or technical condition of maintenance of the Aircraft as compared with other aircraft included in Lessee's fleet of Boeing 737 Aircraft; (e) comply Comply with all mandatory inspection and modification modifi- cation requirements, airworthiness directives and similar requirements applicable to the Aircraft, any Engine or Part having a compliance date during the Term or within 180 sixty (60) days after the Expiry Expiration Date and which are required by the Air Authority, and/or the FAA and/or the laws of the state of manufacture of the Aircraft, any Engine or Part and/or recommended by any manufacturer of the Aircraft, any Engine or Part Authority (each of the foregoing being hereinafter referred to as a "Relevant AD"). The cost of compliance with any single Relevant AD shall be allocated among Lessor and Lessee as follows:-follows: (i) Lessee shall be responsible for the first $100,000 200,000 of such cost; (ii) Lessor and Lessee shall share, on an equal basis, the portion of such cost (if any) which exceeds $100,000 200,000 up to and including $200,000350,000; and (iii) Lessor shall be wholly responsible for the portion of such cost (if any) which exceeds $200,000 350,000 (subject always to the provisions of the following paragraph). Notwithstanding the foregoing, in the event that the total cost of any single Relevant AD (such total cost to be mutually agreed, in good faith, between Lessor and Lessee) exceeds $200,000 350,000 (the "Threshold Amount"), Lessor may elect not to make its contribution to the cost of compliance with such Relevant AD as described in (iii) above. If Lessor shall so elect, Lessee shall be entitled, by giving prior written notice to Lessor, to terminate this Agreement and redeliver the Aircraft to Lessor in accordance with Clause 12 the terms of Sections 12.1 through 12.8 and Schedule 3 (except for compliance with the Relevant AD which gave rise to such termination) on the earlier of (x) the date which is 30 days after the date of such notice from Lessee to Lessor; Lessor or (y) the date on which the Aircraft is required to be removed from service by reason of non-compliance with the applicable Relevant AD. Such notice shall specify the proposed redelivery date of the Aircraft by Lessee and, upon the receipt of such notice by Lessor, the then current definition of Expiry Expiration Date shall be deemed to have been amended accordingly. Upon any termination of this Agreement pursuant to this Clause 8.11 (eSection 8.11(e), neither party shall be under any further obligation to in the other hereunder except for (x) accrued obligations of Lessee hereunder; and (y) obligations hereunder which are expressed to continue notwithstanding the expiration of the Term and provided further Term; provided, however, that Lessor shall, if applicable having regard to the provisions of Clause Section 7.3, make the rebate described in Clause 7.3 (i) and the adjustment payments described in Schedule 3 Section 7.3(b) but shall be payable under no obligation to repay, rebate or otherwise refund any Maintenance Reserves previously paid by Lessee;Lessee under this Agreement. (f) comply Comply with all applicable laws and the regulations regula- tions of the Air Authority and other aviation authorities with jurisdiction over Lessee or the Aircraft, any Engine or Part regardless of upon whom such requirements are imposed and which relate to the maintenance, condition, use or operation of the Aircraft or require any modification or alteration to the Aircraft, any Engine or Part; (g) maintain Maintain in good standing a current certificate of airworthiness (in the appropriate category for the nature of the operations of the Aircraft) for the Aircraft issued by the Air Authority except where (i) the Aircraft is undergoing maintenance, modification or repair required or permitted by this Agreement or (ii) the Aircraft's Certificate of Airworthiness is withdrawn by the Air Authority for all Aircraft of the same model as the Aircraft, and will from time to time provide to Lessor a copy of such certificate of airworthiness on request; (h) if If required by the Air Authority, maintain a current certification as to maintenance issued by or on behalf of the Air Authority in respect of the Aircraft and will from time to time provide to Lessor a copy on request; and (i) procure Procure promptly the replacement of any Engine or Part which has become time, cycle or calendar expired, lost, stolen, seized, confiscated, destroyed, damaged beyond repair, unserviceable or permanently rendered unfit for use, with an engine or part complying with the conditions set out in Clause Section 8.13(a).

Maintenance and Repair. Lessee will:-will maintain, overhaul and repair the Engine (or arrange for the Engine to be maintained, overhauled and repaired, through the Maintenance Performer), so that: (a) keep the Aircraft airworthy Engine is kept in all respects as good operating condition and in good repair as the condition of the Engine as at Delivery and conditionafter giving effect to any post-Delivery modifications, repairs or maintenance paid for or otherwise provided by or on behalf of Lessor, except for ordinary wear and tear, for purposes of any Engine, ordinary wear and tear does not include FOD, damage from accident, neglect and improper use, operation and handling; (b) not change the Agreed Maintenance Programme Lessee has a current certificate of airworthiness (issued by the Air Authority in the appropriate public transport category) for the Related Airframe, other than during periods when the Air Authority has revoked or suspended the schedule certificate of the Agreed Maintenance Programme without the written consent of Lessorairworthiness for similar airframes generally; (c) maintain the Aircraft in accordance Engine complies with all applicable Regulations and the Agreed Maintenance Programme through standards stipulated by FAR Part 121 and the Agreed Maintenance Performer requirements of all Airworthiness Directives and perform (at all service bulletins designated by the respective intervals provided in State of Design or the Agreed Maintenance Programme) all Major Checks;Air Authority as “mandatory,” and to be carried out before the Return Occasion or within the AD Compliance Period; and (d) maintain all maintenance is carried out according to (i) Lessee’s Maintenance Program through the Aircraft in accordance with FAA Federal Air Regulations Part 121 and any other rules and regulations of the FAA as may be applicable to passenger category aircraft and Maintenance Performer in at least the same manner and with at least the same care, including, without limitationincluding Line Maintenance, maintenance scheduling, modification status and technical condition, as is the case with respect to similar aircraft engines owned or otherwise operated by Lessee under long term lease and as if Lessee were to retain and continue operating the Aircraft Engine in its fleet and continue to operate the Aircraft after the Expiry Date and includingDate, without limitation, including all maintenance to the Airframe, any Engine or any Part required to maintain all warranties, performance guarantees guaranties or service life policies in full force and effect; (e) comply with all mandatory inspection and modification requirements, airworthiness directives and similar requirements applicable but only to the Aircraftextent, any Engine that it would perform such maintenance on such similar engines owned or Part having leased by Lessee under long term leases and which continue to be operated within Lessee’s fleet, (ii) the rules and regulations of the FAA, (iii) the Manufacturer’s type design, (iv) other regulations or requirements necessary to maintain a compliance date valid certificate of airworthiness for the Related Airframe and meet such requirements at all times during the Term or within 180 days after and (v) the Expiry Date regulations and which are required by the Air Authority, and/or the FAA and/or the laws requirements under FAR Part 121. No Major Maintenance Program Revision shall be made without providing Lessor with prior written notification of such action. No change will be made of the state of manufacture of Maintenance Performer with respect to the Aircraft, any Engine or Part and/or recommended by any manufacturer of the Aircraft, any LLP Replacement and Engine or Part (each of the foregoing being hereinafter referred to as a "Relevant AD"). The cost of compliance Refurbishment without providing Lessor with any single Relevant AD shall be allocated among Lessor and Lessee as follows:- (i) Lessee shall be responsible for the first $100,000 prior written notification of such cost; (ii) Lessor and Lessee shall share, on an equal basis, the portion of such cost (if any) which exceeds $100,000 up to and including $200,000; and (iii) Lessor shall be wholly responsible for the portion of such cost (if any) which exceeds $200,000 (subject always to the provisions of the following paragraph). Notwithstanding the foregoing, in the event that the total cost of any single Relevant AD (such total cost to be mutually agreed, in good faith, between Lessor and Lessee) exceeds $200,000 (the "Threshold Amount"), Lessor may elect not to make its contribution to the cost of compliance with such Relevant AD as described in (iii) above. If Lessor shall so elect, Lessee shall be entitled, by giving prior written notice to Lessor, to terminate this Agreement and redeliver the Aircraft to Lessor in accordance with Clause 12 and Schedule 3 (except for compliance with the Relevant AD which gave rise to such termination) on the earlier of (x) the date which is 30 days after the date of such notice from Lessee to Lessor; or (y) the date on which the Aircraft is required to be removed from service by reason of non-compliance with the applicable Relevant AD. Such notice shall specify the proposed redelivery date of the Aircraft by Lessee and, upon the receipt of such notice by Lessor, the then current definition of Expiry Date shall be deemed to have been amended accordingly. Upon any termination of this Agreement pursuant to this Clause 8.11 (e), neither party shall be under any further obligation to the other hereunder except for (x) accrued obligations of Lessee hereunder; and (y) obligations hereunder which are expressed to continue notwithstanding the expiration of the Term and provided further that Lessor shall, if applicable having regard to the provisions of Clause 7.3, make the rebate described in Clause 7.3 (i) and the adjustment payments described in Schedule 3 shall be payable by Lessee; (f) comply with all applicable laws and the regulations of the Air Authority and other aviation authorities with jurisdiction over Lessee or the Aircraft, any Engine or Part regardless of upon whom such requirements are imposed and which relate to the maintenance, condition, use or operation of the Aircraft or require any modification or alteration to the Aircraft, any Engine or Part; (g) maintain in good standing a current certificate of airworthiness (in the appropriate category for the nature of the operations of the Aircraft) for the Aircraft issued by the Air Authority except where the Aircraft is undergoing maintenance, modification or repair required or permitted by this Agreement and will from time to time provide to Lessor a copy on request; (h) if required by the Air Authority, maintain a current certification as to maintenance issued by or on behalf of the Air Authority in respect of the Aircraft and will from time to time provide to Lessor a copy on request; and (i) procure promptly the replacement of any Engine or Part which has become time, cycle or calendar expired, lost, stolen, seized, confiscated, destroyed, damaged beyond repair, unserviceable or permanently rendered unfit for use, with an engine or part complying with the conditions set out in Clause 8.13(a)action.

Maintenance and Repair. The Lessee will:-shall: (a) keep the Aircraft airworthy in all respects and in good repair and condition; (b) not change advise the Lessor and Lender in writing of all material changes to the Agreed Maintenance Programme or the schedule of the Agreed Maintenance Programme without the written consent of LessorProgram; (c) maintain the Aircraft in accordance with the Agreed Maintenance Programme Program through the Agreed Maintenance Performer Performers and perform (at the respective intervals provided in the Agreed Maintenance ProgrammeProgram) all Major Checks; (d) maintain the Aircraft in accordance with FAA Federal Air Regulations FAR Part 121 and any other rules and regulations of the FAA Aviation Authority as may be are applicable to passenger category aircraft and in at least of the same manner type as the Aircraft operated by United States of America air carriers, subject to the special exemptions permitted Lessee regarding compliance with the Airport Noise and with at least the same care, including, without limitation, maintenance scheduling, modification status and technical conditionCapacity Act of 1990, as is amended, and the case with respect to similar aircraft owned or otherwise operated regulations promulgated by Lessee and as if Lessee were to retain the Aircraft in its fleet and continue to operate the Aircraft after the Expiry Date and including, without limitation, all maintenance to the Airframe, any Engine or any Part required to maintain all warranties, performance guarantees or service life policies in full force and effectFAA thereunder; (e) comply with all mandatory inspection and modification requirements, airworthiness directives and similar requirements applicable to the Aircraft, any Engine or Part having a compliance date during the Term or within 180 days after the Expiry Date and which that are required by the Air Aviation Authority, and/or the FAA and/or the laws of the state of manufacture of the Aircraft, any Engine or Part and/or recommended ; (f) comply with all alert service bulletins issued by any manufacturer of the Aircraft, Engines or Parts, and comply (including scheduling complying work and then performing such work on schedule) with all other service bulletins issued by any Engine such manufacturer if and to the extent that the Lessee brings, or Part (each schedules to bring in compliance at least one-half of the foregoing being hereinafter referred to as a "Relevant AD"). The cost of compliance with any single Relevant AD shall be allocated among Lessor and Lessee as follows:- applicable aircraft it operates (i) Lessee shall be responsible excluding for the first $100,000 purposes of such costcalculation aircraft acquired from unrelated third parties that already comply with such other service bulletins); (ii) Lessor and Lessee shall share, on an equal basis, the portion of such cost (if any) which exceeds $100,000 up to and including $200,000; and (iii) Lessor shall be wholly responsible for the portion of such cost (if any) which exceeds $200,000 (subject always to the provisions of the following paragraph). Notwithstanding the foregoing, in the event that the total cost of any single Relevant AD (such total cost to be mutually agreed, in good faith, between Lessor and Lessee) exceeds $200,000 (the "Threshold Amount"), Lessor may elect not to make its contribution to the cost of compliance with such Relevant AD as described in (iii) above. If Lessor shall so elect, Lessee shall be entitled, by giving prior written notice to Lessor, to terminate this Agreement and redeliver the Aircraft to Lessor in accordance with Clause 12 and Schedule 3 (except for compliance with the Relevant AD which gave rise to such termination) on the earlier of (x) the date which is 30 days after the date of such notice from Lessee to Lessor; or (y) the date on which the Aircraft is required to be removed from service by reason of non-compliance with the applicable Relevant AD. Such notice shall specify the proposed redelivery date of the Aircraft by Lessee and, upon the receipt of such notice by Lessor, the then current definition of Expiry Date shall be deemed to have been amended accordingly. Upon any termination of this Agreement pursuant to this Clause 8.11 (e), neither party shall be under any further obligation to the other hereunder except for (x) accrued obligations of Lessee hereunder; and (y) obligations hereunder which are expressed to continue notwithstanding the expiration of the Term and provided further that Lessor shall, if applicable having regard to the provisions of Clause 7.3, make the rebate described in Clause 7.3 (i) and the adjustment payments described in Schedule 3 shall be payable by Lessee; (fg) comply with all applicable laws and the regulations of the Air Aviation Authority and any other aviation authorities with jurisdiction over the Lessee or the Aircraft, any Engine or Part regardless of upon whom such requirements are imposed and which that relate to the maintenance, condition, use or operation of the Aircraft or require any modification or alteration to the Aircraft, any Engine or Part; (gh) maintain in good standing a current certificate U.S. Standard Transport Category Certificate of airworthiness (in the appropriate category for the nature of the operations of the Aircraft) Airworthiness for the Aircraft issued by the Air Aviation Authority in accordance with FAR Part 21 except where when the Aircraft is undergoing maintenance, modification or repair required or permitted by this Agreement and will shall from time to time provide to the Lessor a copy on request; (hi) if required by the Air Aviation Authority, maintain a current certification as to maintenance issued by or on behalf of the Air Aviation Authority in respect of the Aircraft and will shall from time to time provide to the Lessor and the Lender a copy on request; (j) maintain the Engines with respect to overhaul build standards and disc replacements at a level which is consistent with the level applied by the Lessee in relation to other engines of the same type as the Engines in its fleet, provided, however, Lessee may maintain the Engines with respect to overhaul build standards and disc replacements in such manner as to achieve minimal compliance with return conditions; (k) maintain the Engines and the APU in a "on condition" program as set forth in the respective manufacturer's maintenance planning document; and (il) subject to Clause 11.1(c), procure promptly the replacement of any Engine or Part which has become time, cycle or calendar expired, lost, stolen, seized, confiscated, destroyed, damaged beyond repair, unserviceable or permanently rendered unfit for use, with an engine or part complying with the conditions set out in Clause 8.13(a).

Maintenance and Repair. Lessee will:-shall, or shall procure that an Approved Maintenance Performer shall, maintain, overhaul and repair the Aircraft so that at all times during the Term: (a) keep the Aircraft is kept airworthy in all respects and in good operating condition and repair and conditionexcept while the Aircraft is undergoing maintenance, modification or repair required or permitted by this Agreement; (b) not change the Agreed Maintenance Programme or the schedule of the Agreed Maintenance Programme without the written consent of Lessor; (c) maintain the Aircraft in accordance with the Agreed Maintenance Programme through the Agreed Maintenance Performer and perform (at the respective intervals provided in the Agreed Maintenance Programme) all Major Checks; (d) maintain the Aircraft in accordance with FAA Federal Air Regulations Part 121 and any other rules and regulations of the FAA as may be applicable to passenger category aircraft and in at least the same manner and with at least the same care, including, without limitation, maintenance scheduling, modification status and technical condition, as is the case with respect to similar aircraft owned or otherwise operated by Lessee and as if Lessee were to retain the Aircraft in its fleet and continue to operate the Aircraft after the Expiry Date and including, without limitation, all maintenance to the Airframe, any Engine or any Part required to maintain all warranties, performance guarantees or service life policies in full force and effect; (e) comply with all mandatory inspection and modification requirements, airworthiness directives and similar requirements applicable to the Aircraft, any Engine or Part having a compliance date during the Term or within 180 days after the Expiry Date and which are required by the Air Authority, and/or the FAA and/or the laws of the state of manufacture of the Aircraft, any Engine or Part and/or recommended by any manufacturer of the Aircraft, any Engine or Part (each of the foregoing being hereinafter referred to as a "Relevant AD"). The cost of compliance with any single Relevant AD shall be allocated among Lessor and Lessee as follows:- (i) Lessee shall be responsible for the first $100,000 of such cost; (ii) Lessor and Lessee shall share, on an equal basis, the portion of such cost (if any) which exceeds $100,000 up to and including $200,000; and (iii) Lessor shall be wholly responsible for the portion of such cost (if any) which exceeds $200,000 (subject always to the provisions of the following paragraph). Notwithstanding the foregoing, in the event that the total cost of any single Relevant AD (such total cost to be mutually agreed, in good faith, between Lessor and Lessee) exceeds $200,000 (the "Threshold Amount"), Lessor may elect not to make its contribution to the cost of compliance with such Relevant AD as described in (iii) above. If Lessor shall so elect, Lessee shall be entitled, by giving prior written notice to Lessor, to terminate this Agreement and redeliver the Aircraft to Lessor in accordance with Clause 12 and Schedule 3 (except for compliance with the Relevant AD which gave rise to such termination) on the earlier of (x) the date which is 30 days after the date of such notice from Lessee to Lessor; or (y) the date on which the Aircraft is required to be removed from service by reason of non-compliance with the applicable Relevant AD. Such notice shall specify the proposed redelivery date of the Aircraft by Lessee and, upon the receipt of such notice by Lessor, the then current definition of Expiry Date shall be deemed to have been amended accordingly. Upon any termination of this Agreement pursuant to this Clause 8.11 (e), neither party shall be under any further obligation to the other hereunder except for (x) accrued obligations of Lessee hereunder; and (y) obligations hereunder which are expressed to continue notwithstanding the expiration of the Term and provided further that Lessor shall, if applicable having regard to the provisions of Clause 7.3, make the rebate described in Clause 7.3 (i) and the adjustment payments described in Schedule 3 shall be payable by Lessee; (f) comply with all applicable laws and the regulations of the Air Authority and other aviation authorities with jurisdiction over Lessee or the Aircraft, any Engine or Part regardless of upon whom such requirements are imposed and which relate to the maintenance, condition, use or operation of the Aircraft or require any modification or alteration to the Aircraft, any Engine or Part; (g) maintain in good standing has a current and valid certificate of airworthiness (in the appropriate category for the nature of the operations of the Aircraft) for the Aircraft issued by the Air Aviation Authority except where the Aircraft is undergoing maintenance, modification or repair required or permitted by this Agreement Agreement, and Lessee will from time to time provide to Lessor [and Owner Participant] a copy on thereof within ten (10) days of Lessor’s request; (hc) the Aircraft is maintained in accordance with the Maintenance Program through an Approved Maintenance Performer and in at least the same manner and with at least the same care as is the case with respect to similar aircraft owned, leased or otherwise operated by Lessee or, if the Aircraft is being subleased, the Permitted Sublessee (taken as a whole), and as if Lessee were to retain and continue operating the Aircraft in its fleet after the Termination Date, including maintenance scheduling, modification status and technical condition, and all maintenance to the Airframe, any Engine or any Part required by to maintain all warranties applicable to the Air AuthorityAircraft in full force and effect in accordance with their terms; (d) the Aircraft complies with all Regulations, maintain Mandatory Orders and Airworthiness Directives having a current certification as compliance date during the Term regardless of upon whom such requirements are imposed; (e) Lessee and the Aircraft are each in compliance with any other applicable Regulation which relates to maintenance issued by the maintenance, condition, use or on behalf of the Air Authority in respect operation of the Aircraft and will from time or requires any modification or alteration to time provide to Lessor a copy on requestthe Aircraft, any Engine or Part regardless of upon whom such requirements are imposed; and (if) procure promptly the any replacement of any an Engine or Part which has become time, cycle or calendar expired, lost, stolen, seized, confiscated, destroyed, damaged beyond repair, unserviceable or permanently rendered unfit for use, in the course of maintenance is in accordance with an engine or part complying with the conditions set out in Clause 8.13(a12 (Replacement and Interchange of Engines and Parts).

Maintenance and Repair. Lessee will:-will: (a) keep the Aircraft airworthy in all respects and keep the Aircraft, the Airframe, each Engine and each Part in good repair repair, operating condition, physical condition and conditionappearance; (b) not change the Agreed Maintenance Programme Program or the schedule of the Agreed Maintenance Programme Program without the written consent approval of Lessorthe FAA; (c) maintain the Aircraft in accordance with the Agreed Maintenance Programme Program through (i) in the case of all C-Checks and Major Checks, the Agreed Maintenance Performer and (ii) in the case of all other maintenance, a maintenance performer approved by the FAA, and perform (at the respective intervals provided in the Agreed Maintenance ProgrammeProgram) all Major Checks; (d) maintain the Aircraft in accordance with FAA Federal Air Regulations Part 121 applicable laws and any other rules and regulations of the FAA as may be applicable to passenger category aircraft and in at least the same manner and with at least the same care, including, without limitation, maintenance scheduling, modification status and technical condition, as is the case with respect to similar aircraft owned or otherwise operated by Lessee and as if Lessee were to retain the Aircraft in its fleet and continue to operate the Aircraft after the Expiry Date and including, without limitation, all maintenance to the Airframe, any Engine or any Part required to maintain all warranties, performance guarantees or service life policies in full force and effectaircraft; (e) subject to the terms of Section 8.19, comply with all mandatory inspection and modification requirements, airworthiness directives and similar requirements applicable to the Aircraft, any Engine or Part (i) issued prior to the commencement of the Term and having a compliance date no earlier than 91 days after the commencement of the Term and no later than 90 days after the end of the Term or (ii) issued during the Term or within 180 and having a compliance date no later than 90 days after the Expiry Date end of the Term, in accordance with the terms thereof and which are required by the Air Authority, and/or the FAA and/or the laws of the state of manufacture of the Aircraft, any Engine or Part and/or recommended by any manufacturer of the Aircraft, any Engine or Part (each of the foregoing being hereinafter referred to as a "Relevant AD"). The cost of compliance with any single Relevant AD shall be allocated among Lessor and Lessee as follows:- (i) Lessee shall be responsible for the first $100,000 of such cost; (ii) Lessor and Lessee shall share, on an equal basis, the portion of such cost (if any) which exceeds $100,000 up to and including $200,000; and (iii) Lessor shall be wholly responsible for the portion of such cost (if any) which exceeds $200,000 (subject always to the provisions of the following paragraph). Notwithstanding the foregoing, in the event that the total cost of any single Relevant AD (such total cost to be mutually agreed, in good faith, between Lessor and Lessee) exceeds $200,000 (the "Threshold Amount"), Lessor may elect not to make its contribution to the cost of compliance with such Relevant AD as described in (iii) above. If Lessor shall so elect, Lessee shall be entitled, by giving prior written notice to Lessor, to terminate this Agreement and redeliver the Aircraft to Lessor in accordance with Clause 12 and Schedule 3 (except for compliance with the Relevant AD which gave rise to such termination) on the earlier of (x) the date which is 30 days after the date of such notice from Lessee to Lessor; or (y) the date on which the Aircraft is required to be removed from service by reason of non-compliance with the applicable Relevant AD. Such notice shall specify the proposed redelivery date of the Aircraft by Lessee and, upon the receipt of such notice by Lessor, the then current definition of Expiry Date shall be deemed to have been amended accordingly. Upon any termination of this Agreement pursuant to this Clause 8.11 (e), neither party shall be under any further obligation to the other hereunder except for (x) accrued obligations of Lessee hereunder; and (y) obligations hereunder which are expressed to continue notwithstanding the expiration of the Term and provided further that Lessor shall, if applicable having regard to the provisions of Clause 7.3, make the rebate described in Clause 7.3 (i) and the adjustment payments described in Schedule 3 shall be payable by LesseePart; (f) comply with all applicable laws and the regulations of the Air Authority FAA and other aviation authorities with jurisdiction over Lessee or the Aircraft, any Engine or Part regardless of upon whom such requirements are imposed and which relate to the maintenance, condition, use or operation of the Aircraft Aircraft, or which require any modification or alteration to the Aircraft, any Engine or PartPart (i) if issued prior to the commencement of the Term, having a compliance date no earlier than 91 days after the commencement of the Term and no later than 90 days after the end of the Term or (ii) if issued during the Term, having a compliance date no later than 90 days after the end of the Term; (g) maintain in good standing a current certificate of airworthiness (in the appropriate category for the nature of the operations of the Aircraft) for the Aircraft issued by the Air Authority FAA except where the Aircraft is undergoing maintenance, modification or repair required or permitted by this Agreement and will from time to time provide to Lessor a copy on request; (h) if required by the Air AuthorityFAA, maintain a current certification as to maintenance issued by or on behalf of the Air Authority FAA in respect of the Aircraft and will from time to time provide to Lessor a copy on request; and; (i) subject to the terms of Section 11 below, procure promptly the replacement of any Engine or Part which has become time, cycle or calendar expired, lost, stolen, seized, confiscated, destroyed, damaged beyond repair, unserviceable or permanently rendered unfit for use, with an engine or part complying with the conditions set out in Clause Section 8.13(a); and (j) keep the Aircraft maintained in the same manner and with the same care and diligence and to the same standards as used by Lessee with respect to other similar aircraft owned or operated by Lessee.