overhaul, repair or other similar agreements or
arrangements (all of which shall be certified to Lessor by Lessee in a
certificate delivered concurrently with such return in form and substance
satisfactory to Lessor), (iii) shall be in as good an operating condition as
when delivered by the Manufacturer to Lessor, ordinary wear and tear excepted
and (iv) shall be in compliance with the return conditions set forth in
Exhibit D.
During the last twelve (12) months of the Term, with reasonable notice, Lessee
will cooperate in all reasonable respects with the efforts of Lessor to sell or
lease the Engine, including, without limitation, permitting prospective
purchasers and lessees to inspect fully the Engine and the records relating
thereto, provided, that such cooperation shall not interfere with the operation
or maintenance of the Engine by Lessee.
In addition, Lessee shall notify Lessor
in writing of its plans for meeting the return conditions contained herein at
least six months prior to the Expiration Date, and Lessee shall notify Lessor in
writing at any time within the last twelve (12) months of the Term prior to
initiating any significant shop maintenance or repairs to the Engine.
Lessor
shall have the right to approve or reject Lessee's proposed plans for meeting
the return conditions contained herein, with such approval not to be
unreasonably withheld.
(B)
AIRCRAFT DOCUMENTATION.
UPON THE RETURN OF THE ENGINE UPON ANY
TERMINATION OF THIS LEASE IN ACCORDANCE WITH PARAGRAPH (A) OF THIS SECTION 5,
LESSEE SHALL DELIVER OR CAUSE TO BE DELIVERED TO LESSOR OR ITS DESIGNEE, IN
ENGLISH, CURRENT AND COMPLETE AIRCRAFT DOCUMENTATION RELATING TO THE ENGINE,
TOGETHER WITH A COMPLETE LIST, BY MANUFACTURER'S SERIAL NUMBER AND REGISTRATION
NUMBER, OF EACH AIRFRAME OR AIRFRAME ON WHICH THE ENGINE HAS BEEN INSTALLED
DURING THE TERM, INCLUDING THE DATES INSTALLED AND REMOVED, AND THE FLIGHT HOURS
AND CYCLES ACCUMULATED ON EACH.
(C)
STORAGE UPON RETURN.
IF, AT LEAST TEN (10) DAYS PRIOR TO
TERMINATION OF THIS LEASE AT THE END OF THE TERM, LESSEE RECEIVES FROM LESSOR A
WRITTEN REQUEST FOR STORAGE OF THE ENGINE UPON ITS RETURN HEREUNDER, LESSEE WILL
PROVIDE LESSOR, OR CAUSE LESSOR TO BE PROVIDED, WITH FREE SHELTERED STORAGE
FACILITIES FOR, AND UNRESTRICTED ACCESS TO, THE ENGINE (MAINTENANCE COSTS AND
OTHER OUT-OF-POCKET COSTS OTHER THAN PACKING, STORAGE AND SECURITY FEES TO BE
FOR THE ACCOUNT OF LESSOR) FOR A PERIOD NOT EXCEEDING SIXTY (60) DAYS COMMENCING
ON THE DATE OF SUCH TERMINATION, AT A LOCATION IN THE CONTINENTAL UNITED STATES
SELECTED BY LESSEE USED AS A LOCATION AND SUITABLE FOR THE STORAGE OF COMMERCIAL
JET ENGINES AND READILY ACCESSIBLE TO LESSOR.
LESSEE WILL MAINTAIN INSURANCE
FOR THE ENGINE DURING SUCH PERIOD NOT EXCEEDING SIXTY (60) DAYS AND BE
REIMBURSED BY LESSOR OR ITS DESIGNEE FOR THE PREMIUMS THEREON.
(D)
PBH AGREEMENTS. IF AT RETURN OF THE ENGINE, THE ENGINE OR ANY
PART IS BEING MAINTAINED UNDER A PBH AGREEMENT, LESSEE SHALL NOT BE REQUIRED TO
SATISFY MINIMUM MAINTENANCE TIME REMAINING REQUIREMENTS SPECIFIED IN EXHIBIT D
THAT ARE