Exhibit 10.01


 


AMENDMENT NO. 3


 


AMENDMENT NO. 3 dated as of
November 18, 2022 (this “Agreement”) among Delta Air Lines, Inc., a Delaware corporation (the “Company”),
JPMorgan Chase Bank, N.A. (“JPMCB”), as administrative agent (in such capacity, the “Administrative Agent”)
and as collateral agent (in such capacity, the “Collateral Agent”) and the Lenders (as defined below) party hereto.
Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Amended Credit Agreement referred
to below.


 


RECITALS:


 


1. The Company is party to
that certain Credit Agreement dated as of April 19, 2018 (as amended by Amendment No. 1, dated as of June 29, 2020, Increase Joinder Agreement
No. 1, dated as of August 5, 2020, Increase Joinder Agreement No. 2, dated as of August 30, 2021, and Amendment No. 2, dated as of November
17, 2021, and as further, and as amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to
the Amendment No. 3 Effective Date, the “Credit Agreement”) by and among the Company, the lenders from time to time
party thereto (the “Lenders”) and JPMCB, as administrative agent for the Lenders;


 


2. The Company has requested
that the Credit Agreement be amended to, among other things, with respect to the revolver tranche previously set to mature in 2023, provide
for an extension thereof to 2025;


 


3. Now, therefore, in consideration
of the foregoing and for other good and valuable consideration, the receipt and sufficiency of all of which is hereby acknowledged, the
parties hereto hereby agree as follows:


 


SECTION
1. Amendments to Credit Agreement. Effective as of the Amendment No. 3 Effective Date (as defined below), the Credit Agreement
is hereby amended to delete the stricken text (indicated textually in the same manner as the following example: stricken
text) and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined
text) as set forth in the pages of the Credit Agreement attached as Annex A hereto (as amended, the “Amended
Credit Agreement”).


 


SECTION
2.  Representations and Warranties.
To induce the Administrative Agent to enter into this Agreement, the Company hereby represents and warrants to the Lenders and the Administrative
Agent as follows:


 


(a)                (i)
the Company has the corporate power and authority to execute, deliver and perform this Agreement, (ii) the execution, delivery and
performance by the Company of this Agreement have been duly authorized by all necessary corporate action of the Company and (iii)
this Agreement constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms
(subject, as to enforceability, to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting
creditors’ rights generally and to general principles of equity (regardless of whether such enforceability is considered in a
proceeding at law or in equity));


 


(b)                all representations and warranties
contained in the Amended Credit Agreement and the other Loan Documents (other than the representations and warranties set forth in
Sections ‎3.04(b) and ‎3.06(a) of the Amended
Credit Agreement) are true and correct in all material respects on and as of the date hereof with the same effect as if made on and
as of such date except to the extent such representations and warranties expressly relate to an earlier date and in such case, such
representations and warranties shall be true and correct in all material respects as of such date; provided that any
representation or warranty that is qualified by materiality, “Material Adverse Change” or “Material Adverse
Effect” shall be true and correct in all respects, as though made on and as of the applicable date; and


 


(c)               
as of the date hereof, no Default or Event of Default has occurred and is continuing or would result from this Agreement.


 


 


 






    	 	1	 



     


    

 


SECTION
3. Conditions Precedent to Effectiveness of the Amendment. This Agreement shall become effective as of the first date (the
“Amendment No. 3 Effective Date”) that the following conditions precedent are satisfied:


 


(a)               
Agreement. The Administrative Agent (or counsel thereto) shall have received an executed counterpart (which may include
a facsimile or other electronic transmission) of this Agreement from (A) the Company, (B) the Lenders under the 2023 Revolving Facility
(as defined in the Credit Agreement) constituting the Required 2023 Lenders (as defined in the Credit Agreement) immediately prior to
the Amendment No. 3 Effective Date (any such Lender party to this Agreement, a “2025 Consenting Lender” and, collectively,
the “2025 Consenting Lenders”), (C) each Lender under the 2024 Revolving Facility as of the Amendment No. 3 Effective
Date (each, a “2024 Consenting Lender”) and (D) each Lender under the LC Tranche Facility as of the Amendment No. 3
Effective Date (each, a “LC Tranche Consenting Lender”).


 


(b)               
 Supporting Documents. The Administrative
Agent and Collateral Agent (or counsel thereto) shall have received:


 


(i)           
a written opinion of Davis Polk & Wardwell LLP, special New York counsel to the Company, in a form reasonably satisfactory
to the Administrative Agent;


 


(ii)          
a written opinion of David S. Cartee,
Associate General Counsel for the Company, in a form reasonably satisfactory to the Administrative Agent;


 


(iii)         
a written opinion of Dorsey & Whitney LLP, special Delaware counsel to the Company, in a form reasonably satisfactory to the
Administrative Agent;


 


(iv)          
a certificate of the Secretary of State
of the state of the Company’s incorporation, dated as of a recent date, as to the good standing of the Company and as to the charter
documents on file in the office of such Secretary of State;


 


(v)           
a certificate of the Secretary or an Assistant Secretary of the Company dated the Amendment No. 3 Effective Date and certifying
(a) that attached thereto is a true and complete copy of the by-laws of the Company as in effect on the date of such certification, (b)
that attached thereto is a true and complete copy of resolutions adopted by the board of directors of the Company or an authorized committee
thereof authorizing the Borrowings and Letter of Credit issuances hereunder and the execution, delivery and performance in accordance
with their respective terms of this Agreement, the other Loan Documents and any other documents required or contemplated hereunder or
thereunder, (c) that the certificate of incorporation of the Company has not been amended since the date of the last amendment thereto
indicated on the certificate of the Secretary of State furnished pursuant to clause (iv) above, and (d) as to the incumbency and specimen
signature of each officer of that entity executing this Agreement and the Loan Documents or any other document delivered by it in connection
herewith or therewith (such certificate to contain a certification by another officer of the Company as to the incumbency and signature
of the officer signing the certificate referred to in this clause ‎(v));


 


(vi)          
an Officer’s Certificate from
the Company certifying (a) as to the accuracy of the representations and warranties set forth in Section 2 hereof and (b) that the Company
is in compliance, giving pro forma effect to the Revolving Extensions of Credit on the Amendment No. 3 Effective Date (if any), with the
Collateral Coverage Test.


 


SECTION
4. Reference to and Effect on the Credit Agreement and the other Loan Documents.


 


(a)               
On and after the Amendment No. 3 Effective Date, each reference in the Credit Agreement to “this Agreement,” “hereunder,”
“hereof” or words of like import referring to the Credit Agreement shall mean and be a reference to the Credit Agreement,
as amended by this Agreement. The Credit Agreement and each of the other Loan Documents, as specifically amended by this Agreement, are
and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed.


 


 


 


 






    	 	2	 



     


    

 


(b)               
The execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of any
Lender or the Administrative Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents
except as expressly set forth herein. This Agreement shall for all purposes constitute a Loan Document.


 


SECTION
5. Acknowledgments. The Company hereby acknowledges that it has read this Agreement and consents to its terms, and further
hereby affirms, confirms, represents, warrants and agrees that notwithstanding the effectiveness of this Agreement, the obligations of
the Company under each of the Loan Documents shall not be impaired and each of the Loan Documents is, and shall continue to be, in full
force and effect and is hereby confirmed and ratified in all respects.


 


SECTION
6. Costs and Expenses.
The Company hereby agrees to reimburse the Administrative Agent for its reasonable and documented out-of-pocket expenses in connection
with this Agreement, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent, all in accordance
with the terms and conditions of Section 10.04(a) of the Credit Agreement.


 


SECTION
7. Execution in Counterparts. This Agreement may be executed in one or more counterparts (and by different parties hereto
on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single
contract. Delivery of an executed counterpart of a signature page of this Agreement by telecopy, emailed pdf. or electronic mail that
reproduces an image of the actual executed signature page shall be effective as delivery of a manually executed counterpart of this Agreement.
The words “execution,” “signed,” “signature,” “delivery,” and words of like import in
or relating to any document to be signed in connection with this Agreement and the transactions contemplated hereby shall be deemed to
include electronic signatures, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect,
validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system,
as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and
National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform
Electronic Transactions Act.


 


SECTION
8. Governing Law. This
Agreement shall be governed by, and construed in accordance with, the laws of the State of New York.


 


SECTION
9. Headings. Section headings used herein are included for convenience of reference only and shall not affect the interpretation
of this Agreement.


 


SECTION
10. Miscellaneous Provisions.
The provisions of Sections 10.01, 10.03, 10.04, 10.05, 10.06, 10.09, 10.11, 10.12 and 10.14 of the Credit Agreement shall apply with like
effect as to this Agreement.


 


[Signature
Pages Follow]


 


 


 


 


 


 


 



    	 	3	 



     


    




 


IN WITNESS WHEREOF, the parties hereto have caused
this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written.


 


	 	BORROWER:	 
	 	 	 
	 	DELTA AIR LINES, INC., a Delaware corporation	 
	 	 	 	 
	 	 	 	 
	 	By:	/s/ Kenneth W. Morge II	 
	 	 	Name:	Kenneth W. Morge II	 
	 	 	Title:	Senior Vice President – Finance & Treasurer	 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


[Signature Page to Amendment No. 3]






    	 	 	 



     


    

 


	 	JPMORGAN CHASE BANK, N.A., as Administrative Agent 

and Collateral Agent
	 	 	 	 
	 	 	 	 
	 	By:	/s/ Cristina
Caviness	 
	 	 	Name:	Cristina
Caviness	 
	 	 	Title:	Executive
Director	 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


[Signature Page to Amendment No. 3]


 


 


 






    	 	 	 



     


    

 


	 	JPMORGAN
CHASE BANK, N.A., as a 2025 Consenting Lender, 

as a 2024 Consenting Lender, as an LC Tranche 

Consenting Lender, and
as Issuing Lender
	 	 	 	 
	 	 	 	 
	 	By:	/s/ Cristina
Caviness	 
	 	 	Name:	Cristina
Caviness	 
	 	 	Title:	Executive
Director	 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


[Signature
Page to Amendment No. 3]






    	 	 	 



     


    

 


	 	BANK OF AMERICA, N.A., as a 2025 Consenting Lender 

and as a 2024 Consenting Lender
	 	 	 	 
	 	 	 	 
	 	By:	/s/ Prathamesh Kshirsagar	 
	 	 	Name:	Prathamesh Kshirsagar	 
	 	 	Title:	 Director	 


 


 


 


 


 


 


 


 


 


 


 


[Signature
Page to Amendment No. 3]










    	 	 	 



     


    

 


	 	BARCLAYS BANK IRELAND PLC, as a 2025 Consenting Lender, 

as a 2024 Consenting Lender,
    as a LC Tranche 

Consenting Lender and as Issuing Lender
	 	 	 	 
	 	 	 	 
	 	By:	/s/ Charlene Saldanha	 
	 	 	Name:	Charlene Saldanha	 
	 	 	Title:	 Vice President	 


 


 


 


 


 


 


 


 


 


 


 


[Signature
Page to Amendment No. 3]






    	 	 	 



     


    

 


 


	 	BNP Paribas, as a 2025 Consenting Lender and as a

                    2024 Consenting Lender

	 	 	 	 
	 	 	 	 
	 	By:	/s/ Robert Papas	 
	 	 	Name:	Robert Papas	 
	 	 	Title:	 Managing Director	 


 


 


 


	 	By:	/s/ Ahsan Avais	 
	 	 	Name:	Ahsan Avais	 
	 	 	Title:	 Director	 


 



 


 


 




 


 


 


 


 


[Signature
Page to Amendment No. 3]









    	 	 	 



     


    

 


	 	Citibank,
N.A., as a 2025 Consenting Lender, 

as a 2024 Consenting Lender, as a LC Tranche Consenting 

Lender and as Issuing
Lender
	 	 	 	 
	 	 	 	 
	 	By:	/s/ Michael Leonard	 
	 	 	Name:	Michael Leonard	 
	 	 	Title:	 Vice President	 


 


 


 


 


 


 


 


 


 


 


 


[Signature
Page to Amendment No. 3]










    	 	 	 



     


    


 


	 	CREDIT SUISSE AG, NEW YORK BRANCH as a 
 2025 Consenting Lender and as a
2024 Consenting Lender
	 	 	 	 
	 	 	 	 
	 	By:	/s/
Komal Shah	 
	 	 	Name:	
Komal Shah	 
	 	 	Title:	 Authorized Signatory	 


 


 


 


	 	By:	/s/ Wesley Cronin	 
	 	 	Name:	Wesley Cronin	 
	 	 	Title:	 Authorized Signatory	 


 



 


 


 




 


 


 


 


 


[Signature
Page to Amendment No. 3]






    	 	 	 



     


    

 


	 	DEUTSCHE
BANK AG NEW YORK BRANCH, 

As a 2025 Consenting Lender,

 As a 2024 Consenting Lender
	 	 	 	 
	 	 	 	 
	 	By:	/s/
Ming K. Chu	 
	 	 	Name:	
Ming K. Chu	 
	 	 	Title:	 Director	 


 


 


 


	 	By:	/s/ Marko Lukin	 
	 	 	Name:	Marko Lukin	 
	 	 	Title:	 Vice President	 


 



 


 


 




 


 


 


 


 


[Signature
Page to Amendment No. 3]






    	 	 	 



     


    


  


	 	DEUTSCHE BANK AG NEW YORK BRANCH, as a

LC Tranche Consenting Lender and as Issuing Lender
	 	 	 	 
	 	 	 	 
	 	By:	/s/
Jacopo Dominissini	 
	 	 	Name:	
Jacopo Dominissini	 
	 	 	Title:	 VP	 


 


 


 


	 	By:	/s/ Gaurav Mathur	 
	 	 	Name:	Gaurav Mathur	 
	 	 	Title:	 Director	 


 



 


 


 




 


 


 


 


 


[Signature
Page to Amendment No. 3]






    	 	 	 



     


    

 


	 	Fifth
Third Bank, National Association, 

as a 2025 Consenting Lender and 

as a 2024 Consenting Lender
	 	 	 	 
	 	 	 	 
	 	By:	/s/
J. David Izard	 
	 	 	Name:	
J. David Izard	 
	 	 	Title:	 Senior Vice President	 


 



 


 


 




 


 


 


 


 


[Signature
Page to Amendment No. 3]






    	 	 	 



     


    

 


	 	GOLDMAN SACHS BANK USA, as a 2025 

Consenting Lender and as a 2024 Consenting Lender
	 	 	 	 
	 	 	 	 
	 	By:	/s/
Thomas Manning	 
	 	 	Name:	
Thomas Manning	 
	 	 	Title:	 Authorized Signatory	 


 



 


 


 




 


 


 


 


 


[Signature
Page to Amendment No. 3]



    	 	 	 



     


    

 


	 	MORGAN STANLEY BANK, N.A., as a 2025

 Consenting Lender
	 	 	 	 
	 	 	 	 
	 	By:	/s/
Michael King	 
	 	 	Name:	
Michael King	 
	 	 	Title:	 Authorized Signatory	 


 



 


 


 


 


 


 


 





 


 


 


 


[Signature
Page to Amendment No. 3]






    	 	 	 



     


    

 





	 	MORGAN STANLEY SENIOR FUNDING, INC., 

as a 2024 Consenting Lender
	 	 	 	 
	 	 	 	 
	 	By:	/s/
Michael King	 
	 	 	Name:	
Michael King	 
	 	 	Title:	 Vice President	 


 



 


 


 


 


 


 


 





 


 


 


 


[Signature
Page to Amendment No. 3]



 


 


 


 


 






    	 	 	 



     

    

 


	 	MUFG
Bank, Ltd. as a 2025 Consenting Lender, and 

as a 2024 Consenting Lender
	 	 	 	 
	 	 	 	 
	 	By:	/s/
Ian Held	 
	 	 	Name:	
Ian Held	 
	 	 	Title:	 Director	 


 



 


 


 




 


 


 


 


 


[Signature
Page to Amendment No. 3]






    	 	 	 



     


    

 


	 	PNC
BANK, NATIONAL ASSOCIATION, as a 2025

Consenting Lender, and as a 2024 Consenting Lender
	 	 	 	 
	 	 	 	 
	 	By:	/s/
Bunny Dalbec	 
	 	 	Name:	
Bunny Dalbec	 
	 	 	Title:	 Senior Vice President	 


 



 


 


 


 


 


 


 


 


 




 


 


 


 


 


[Signature
Page to Amendment No. 3]






    	 	 	 



     


    

 


	 	STANDARD
CHARTERED BANK, as a 2025 

Consenting Lender, as a 2024 Consenting Lender, as a

 LC Tranche Consenting Lender and
as an Issuing Lender
	 	 	 	 
	 	 	 	 
	 	By:	/s/
Kristopher Tracy	 
	 	 	Name:	
Kristopher Tracy	 
	 	 	Title:	 Director, Financing Solutions	 


 



 


 


 


 


 


 


 


 




 


 


 


 


 


[Signature
Page to Amendment No. 3]






    	 	 	 



     


    

 


	 	SUMITOMO MITSUI BANKING CORPORATION,

 as a 2025 Consenting Lender, as a 2024 Consenting 

Lender, as a LC Tranche Consenting Lender and as an

Issuing Lender
	 	 	 	 
	 	 	 	 
	 	By:	/s/
Bernard De Meo	 
	 	 	Name:	
Bernard De Meo	 
	 	 	Title:	  	 


 



 


 


 


 


 


 


 


 




 


 


 


 


 


[Signature
Page to Amendment No. 3]






    	 	 	 



     


    

 


	 	U.S.
Bank National Association, as a 2025

  Consenting Lender and as a 2024 Consenting Lender
	 	 	 	 
	 	 	 	 
	 	By:	/s/
Ken Gorski	 
	 	 	Name:	
Ken Gorski	 
	 	 	Title:	
 Vice President	 


 



 


 


 


 


 


 


 


 




 


 


 


 


 


[Signature
Page to Amendment No. 3]






    	 	 	 



     


    

 


	 	WELLS
FARGO BANK, N.A., as a 2025 Consenting

 Lender,  as a 2024 Consenting Lender
	 	 	 	 
	 	 	 	 
	 	By:	/s/
Adam Spreyer	 
	 	 	Name:	
Adam Spreyer	 
	 	 	Title:	
Director	 


 



 


 


 


 


 


 


 




 


 


 


 


 


[Signature
Page to Amendment No. 3]






    	 	 	 



     


    

 


	 	CREDIT AGRICOLE CORPORATE &

 INVESTMENT BANK, as a 2025 Consenting Lender,

 as a 2024 Consenting Lender, as a LC
Tranche

 Consenting Lender and as an Issuing Lender
	 	 	 	 
	 	 	 	 
	 	By:	/s/
Alexander Averbukh	 
	 	 	Name:	
Alexander Averbukh	 
	 	 	Title:	
Managing Director	 


 



 


 





	 	By:	/s/ Elisa Lajonchere	 
	 	 	Name:	Elisa Lajonchere	 
	 	 	Title: 	Managing Director	 



 


 




 


 


 


 


 


 


 


 


 


 


[Signature
Page to Amendment No. 3]




    	 	 	 



     


    

 


	 	Natixis,
New York Branch, as a 2025 Consenting

 Lender, as a 2024 Consenting Lender, as a LC Tranche

 Consenting Lender and
as an Issuing Lender
	 	 	 	 
	 	 	 	 
	 	By:	/s/
Nicholas Lebonitte	 
	 	 	Name:	
Nicholas Lebonitte	 
	 	 	Title:	
Vice President	 


 



 


 





	 	By:	/s/ Yevgeniya Levitin	 
	 	 	Name:	Yevgeniya Levitin	 
	 	 	Title: 	Managing Director	 



 


 




 


 


 


 


 


 


 


 


 


[Signature
Page to Amendment No. 3]










    	 	 	 



     


    

 


ANNEX A


 


Amended Credit Agreement


 


[See attached.]


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






    	 	 	 



     


    

 


Annex A to Amendment No. 23
dated as of November 1718, 20212022


 


CREDIT
AGREEMENT


Among


DELTA AIR LINES, INC.,


as Borrower,


and


THE LENDERS PARTY HERETO,


and


JPMORGAN CHASE BANK, N.A.,

as Administrative Agent


 


BARCLAYS BANK PLC,


BNP PARIBAS,


CITIBANK, N.A.,


COMPASS BANK,


CREDIT SUISSE AG, CAYMAN
ISLANDSNEW YORK BRANCH,


DEUTSCHE BANK SECURITIES INC.,


FIFTH THIRD BANK, NATIONAL ASSOCIATION


GOLDMAN SACHS BANK USA,


BOFA SECURITIES, INC.,


INDUSTRIAL AND COMMERCIAL
BANK OF CHINA LIMITED, NEW YORK BRANCH,


MERRILL LYNCH, PIERCE, FENNER
& SMITH INCORPORATED,


MORGAN STANLEY SENIOR FUNDING, INC.,


PNC BANK, NATIONAL ASSOCIATION,


STANDARD CHARTERED BANK,


SUMITOMO MITSUI BANKING CORPORATION,


U.S. BANK NATIONAL ASSOCIATION


 and




WELLS FARGO BANK, N.A.,

as Co-Syndication Agents,






and


 


JPMORGAN CHASE BANK, N.A.,


BARCLAYS BANK PLC,


BNP PARIBAS,


CITIBANK, N.A.,


COMPASS BANK,


CREDIT SUISSE AG, CAYMAN
ISLANDSNEW YORK BRANCH,


DEUTSCHE BANK SECURITIES INC.,


FIFTH THIRD BANK, NATIONAL ASSOCIATION,


GOLDMAN SACHS BANK USA,


BOFA SECURITIES, INC.,


INDUSTRIAL AND COMMERCIAL
BANK OF CHINA LIMITED, NEW YORK BRANCH,


MERRILL LYNCH, PIERCE, FENNER
& SMITH INCORPORATED,


MORGAN STANLEY SENIOR FUNDING, INC.,


PNC CAPITAL MARKETS LLC,


STANDARD CHARTERED BANK,


SUMITOMO MITSUI BANKING CORPORATION,


U.S. BANK NATIONAL ASSOCIATION,


WELLS FARGO BANK, N.A.,


Credit
Agricole Corporate and Investment Bank


and


Natixis,
New York Branch,


as Joint Lead Arrangers and Joint Bookrunners


 


 



Dated as of April 19, 2018


 


 






    	 	 	 



     


    

 


Table of Contents


Page


	Section 1. DEFINITIONS	1
	Section 1.01.	Defined Terms	1
	Section 1.02.	Terms Generally	3942
	Section 1.03.	Accounting Terms; GAAP	3942
	Section 1.04.	Interest Rates; LIBORBenchmark Notification	3942
	Section 1.05.	Acknowledgement Regarding Any Supported QFCs	4043
	Section 2. AMOUNT AND TERMS OF CREDIT 	4144
	Section 2.01.	Revolving Commitments of the Lenders	4144
	Section 2.02.	Letters of Credit	4245
	Section 2.03.	Requests for Borrowings	4952
	Section 2.04.	Funding of Borrowings	5053
	Section 2.05.	Interest Elections	5053
	Section 2.06.	Limitation on Eurodollar Tranches	5154
	Section 2.07.	Interest on Revolving Loans	5154
	Section 2.08.	Default Interest	5255
	Section 2.09.	Alternate Rate of Interest	5255
	Section 2.10.	Repayment of Revolving Loans; Evidence of Debt	5457
	Section 2.11.	Optional Termination or Reduction of Revolving Commitments	5558
	Section 2.12.	Mandatory Prepayment of Revolving Loans and Mandatory Commitment Reductions; Commitment Termination	5558
	Section 2.13.	Optional Prepayment of Revolving Loans	5559
	Section 2.14.	Increased Costs	5659
	Section 2.15.	Break Funding Payments	5861
	Section 2.16.	Taxes	5861
	Section 2.17.	Payments Generally; Pro Rata Treatment	6165
	Section 2.18.	Mitigation Obligations; Replacement of Lenders	6266
	Section 2.19.	Certain Fees	6367
	Section 2.20.	Commitment Fee and Upfront Fees	6367
	Section 2.21.	Letter of Credit Fees	6467
	Section 2.22.	Nature of Fees	6467
	Section 2.23.	Right of Set-Off	6468
	Section 2.24.	[Reserved]Interest Rate Limitation	6568
	Section 2.25.	Payment of Obligations	6568
	Section 2.26.	Defaulting Lenders	6569
	Section 2.27.	Currency Equivalents	6771
	Section 2.28.	Increase in Commitments	6871
	Section 2.29.	Extension of Revolving Commitments	6973
	Section 3. REPRESENTATIONS AND WARRANTIES	7175
	Section 3.01.	Organization and Authority	7175
	Section 3.02.	Air Carrier Status	7175
	Section 3.03.	Due Execution	7275
	Section 3.04.	Financial Statements; Material Adverse Change	7276
	Section 3.05.	Use of Proceeds	7276



 


 


 






    	 	 	 



     


    

 


	Section 3.06.	Litigation and Compliance with Laws	7276
	Section 3.07.	Investment Company Act	7377
	Section 3.08.	ERISA	7377
	Section 3.09.	Title to Aircraft Collateral	7377
	Section 3.10.	Payment of Taxes	7377
	Section 3.11.	Economic Sanctions	7377
	Section 3.12.	Anti-Corruption Laws	7477
	Section 3.13.	Perfected Security Interests; Priority Lien Obligations	7477
	Section 3.14.	Pacific Route FAA Slot Utilization	7478
	Section 3.15.	Pacific Route Foreign Slot Utilization	7478
	Section 3.16.	Pacific Routes	7578
	Section 3.17.	Government Sponsored Relief Programs	7579
	Section 4. CONDITIONS OF LENDING	7579
	Section 4.01.	Conditions Precedent to Effectiveness	7579
	Section 4.02.	Conditions Precedent to Each Revolving Loan and Each Letter of Credit	7781
	Section 5. AFFIRMATIVE COVENANTS	7882
	Section 5.01.	Financial Statements, Reports, etc.	7882
	Section 5.02.	Existence	8084
	Section 5.03.	Insurance	8084
	Section 5.04.	Maintenance of Properties	8084
	Section 5.05.	Obligations and Taxes	8184
	Section 5.06.	Notice of Event of Default, etc.	8184
	Section 5.07.	Access to Books and Records	8185
	Section 5.08.	Compliance with Laws	8185
	Section 5.09.	Appraisal Reports	8185
	Section 5.10.	FAA and DOT Matters; Citizenship	8286
	Section 5.11.	Further Assurances	8286
	Section 5.12.	Pacific Route FAA Slot Utilization	8386
	Section 5.13.	Pacific Route Foreign Slot Utilization	8387
	Section 5.14.	Pacific Route Utilization	8387
	Section 5.15.	Minimum Liquidity	8487
	Section 5.16.	[Reserved]	8487
	Section 5.17.	Government Sponsored Relief Programs	8487
	Section 6. Negative COVENANTS	8488
	Section 6.01.	Liens on the Collateral	8488
	Section 6.02.	Merger, etc.	8589
	Section 6.03.	Collateral Coverage Ratio	8689
	Section 6.04.	[Reserved]	8690
	Section 6.05.	Disposition of Collateral	8690
	Section 6.06.	Restricted Payments	8791
	Section 7. EVENTS OF DEFAULT	8891
	Section 7.01.	Events of Default	8891



 


 


 






    	 	 	 



     


    

 


	Section 8. THE AGENTS	9093
	Section 8.01.	Administration by Agents	9093
	Section 8.02.	Rights of Administrative Agent and Collateral Agent	9094
	Section 8.03.	Liability of Agents	9194
	Section 8.04.	Reimbursement and Indemnification	9295
	Section 8.05.	Successor Agents	9296
	Section 8.06.	Independent Lenders	9296
	Section 8.07.	Advances and Payments	9396
	Section 8.08.	Sharing of Setoffs	9397
	Section 8.09.	Other Agents	9497
	Section 8.10.	Withholding Taxes	9497
	Section 8.11.	Appointment by Secured Parties	9498
	Section 8.12.	Certain ERISA Matters	9498
	Section 9. [RESERVED]	96100
	Section 10. MISCELLANEOUS	96100
	Section 10.01.	Notices	96100
	Section 10.02.	Successors and Assigns	97100
	Section 10.03.	Confidentiality	100104
	Section 10.04.	Expenses; Indemnity; Damage Waiver	101105
	Section 10.05.	Governing Law; Jurisdiction; Consent to Service of Process	102106
	Section 10.06.	No Waiver	103107
	Section 10.07.	Extension of Maturity	103107
	Section 10.08.	Amendments, etc.	103107
	Section 10.09.	Severability	105109
	Section 10.10.	Headings	105109
	Section 10.11.	Survival	105109
	Section 10.12.	Execution in Counterparts; Integration; Effectiveness	105109
	Section 10.13.	USA Patriot Act	106109
	Section 10.14.	WAIVER OF JURY TRIAL	106110
	Section 10.15.	No Fiduciary Duty	106110
	Section 10.16.	Acknowledgement and Consent to Bail-In of Affected Financial Institutions	106110
	Section 10.17.	Registrations with International Registry	107111



 


 


 


 


 


 






    	 	 	 



     


    

 


INDEX OF APPENDICES


 


	Schedule 1.01	 	Existing Letters of Credit
	Schedule 2.01	 	Commitment Amounts
	Schedule 3.16	 	Pacific Routes
	 	 	 
	EXHIBIT A	 	Form of Compliance Certificate
	EXHIBIT B	 	Form of Assignment and Acceptance
	EXHIBIT C-1	 	Form of U.S. Tax Compliance Certificate – Foreign Lenders That
    Are Not Partnerships for U.S. Federal Income Tax Purposes
	EXHIBIT C-2	 	Form of U.S. Tax Compliance Certificate – Foreign Participants That
    Are Partnerships for U.S. Federal Income Tax Purposes 
	EXHIBIT C-3	 	Form of U.S. Tax Compliance Certificate – Foreign Participants That Are Not Partnerships for U.S. Federal Income Tax Purposes 
	EXHIBIT C-4	 	Form of U.S. Tax Compliance Certificate – Foreign Lenders That
    Are Partnerships for U.S. Federal Income Tax Purposes
	EXHIBIT D	 	Form of Extension Agreement
	EXHIBIT E	 	Form of Aircraft Mortgage



 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






    	 	31	 



     


    

 





CREDIT AGREEMENT

Dated as of April 19, 2018


 


CREDIT AGREEMENT, dated as of April 19, 2018, among
DELTA AIR LINES, INC., a Delaware corporation (the “Borrower”), each of the several banks and other financial institutions
or entities from time to time party hereto (the “Lenders”) and JPMORGAN CHASE BANK, N.A. (“JPMCB”)
(or any of its designated
branch offices or affiliates), as administrative agent for the Lenders (together with its permitted successors in such capacity,
the “Administrative Agent”) and as collateral agent for the Secured Parties (together with its permitted successors
in such capacity, the “Collateral Agent”).


 


INTRODUCTORY STATEMENT


 


As of the Closing Date, the Borrower has applied
to the Lenders for a revolving loan facility in an aggregate principal amount (or Dollar Amount, in the case of LC Exposure) of $2,650,000,000
as set forth herein consisting of (a) a three-year tranche in an aggregate principal amount of $1,325,000,000 and (b) a five-year tranche
in an aggregate principal amount of $1,325,000,000.


 


As of the Amendment No. 1 Effective Date, the Borrower
has applied to the Lenders for a separate standby letter of credit tranche in an aggregate principal amount of $216,078,361.60 and to
provide security for the repayment of the Revolving Loans and the payment of the other Obligations of the Borrower hereunder and under
the other Loan Documents, the Borrower will, among other things, provide to the Collateral Agent, for the benefit of the Secured Parties,
a security interest in the Collateral pursuant to the SGR Security Agreement.


 


As of the Amendment No. 2 Effective Date, the Borrower
has applied to the Lenders (a) with respect to the revolver tranche previously set to mature in 2022, for an extension thereof to 2024
and (b) with respect to the separate standby letter of credit tranche previously set to mature in 2022, for an extension thereof to 2024.


 


As of the Amendment
No. 3 Effective Date, the Borrower has requested that the Lenders with
respect to the revolver tranche previously set to mature in 2023, extend the maturity thereof to 2025.


 


The proceeds of the Revolving Loans will be used
for working capital and other general corporate purposes of the Borrower and its Subsidiaries.


 


Accordingly, the parties hereto hereby agree as follows:


 


Section
1.



DEFINITIONS


 


Section
1.01.            
Defined Terms.


 


“20232024
LC Sublimit” shall mean $250,000,000.


 


“20232024
Revolving Commitment” shall mean the commitment of each Lender to make Revolving Loans under the 20232024
Revolving Facility and participate in Letters of Credit in respect of the 20232024
Revolving Facility hereunder in an aggregate principal and/or face amount not to exceed the amount set forth under the heading “20232024
Revolving Commitment” opposite its name on Schedule 2.01 hereto or in the Assignment and Acceptance pursuant to which such Lender
became a party hereto, as the same may be changed from time to time pursuant to the terms hereof. As the context may require and to the
extent contemplated by the relevant amendment establishing any other Class of revolving commitments hereunder, 20232024
Revolving Commitment shall include such other Class of revolving commitments.


 


 






    	 	1	 



     


    

 


“20232024
Revolving Commitment Percentage” shall mean, at any time, with respect to each Lender, the percentage obtained by dividing its
20232024 Revolving Commitment at such time by
the Total 20232024 Revolving Commitment or, if
the 20232024 Revolving Commitments have been
terminated, the 20232024 Revolving Commitment
Percentage of such Lender that existed immediately prior to such termination.


 


“20232024
Revolving Extensions of Credit” shall mean, as to any Lender at any time, an amount equal to the sum of (a) the aggregate principal
amount of all 20232024 Revolving Loans held by
such Lender then outstanding and (b) such Lender’s 20232024
Revolving Commitment Percentage of the LC Exposure with respect to the 20232024
Revolving Facility then outstanding.


 


“20232024
Revolving Facility” shall have the meaning set forth in clause (cb)
of the definition of “Revolving Facility” in this ‎Section 1.01.


 


“20232024
Revolving Facility Maturity Date” shall mean (a) as of the Amendment No. 2 Effective Date, with
respect to 20232024 Revolving Commitments that
have not been extended pursuant to ‎Section 2.29(a), April 19, 20232024,
(b) with respect to Extended Revolving Credit Commitments under the 20232024
Revolving Facility, the final maturity date therefor as specified in the applicable Extension Agreement,
 and (c) with respect to any commitments under a Refinancing Revolving Facility with respect to the 20232024
Revolving Facility, the final maturity date therefor specified in the applicable Refinancing Amendment.


 


“20232024
Revolving Facility Termination Date” shall mean the earlier to occur of (a) the 20232024
Revolving Facility Maturity Date with respect to the applicable Revolving Commitments and (b) the date of any acceleration of the
20232024 Revolving Loans and termination of the
20232024 Revolving Commitments in accordance
with the terms hereof.


 


“20232024
Revolving Loan” has the meaning set forth in ‎Section 2.01(a). As the context may require and to the extent contemplated
by the relevant amendment establishing any other Class of revolving commitments hereunder, 20232024
Revolving Loans shall include loans issued pursuant to such other Class of revolving commitments.


 


“2023 Upfront
Fee2025 Consenting Lenders” shall have the meaning set forth in Section
2.20(b)Amendment No. 3.


 


“2025 Consenting Revolving
Commitments” shall mean the 2025 Revolving Commitments of the 2025 Consenting Lenders. 


“20242025
LC Sublimit” shall mean $250,000,000.


 


“2025 Non-Consenting Revolving
Commitments” shall mean the 2025 Revolving Commitments of the 2025 Lenders that are not 2025 Consenting Lenders.


 


“2025 Non-Consenting Revolving
Loans” shall mean the 2025 Revolving Loans made by the 2025 Lenders that are not 2025 Consenting Lenders. 


 


 


 






    	 	2	 



     


    

 


“20242025
Revolving Commitment” shall mean the commitment of each Lender to make Revolving Loans under the 20242025
Revolving Facility and participate in Letters of Credit in respect of the 20242025
Revolving Facility hereunder in an aggregate principal and/or face amount not to exceed the amount set forth under the heading “20242025
Revolving Commitment” opposite its name on Schedule 2.01 hereto or in the Assignment and Acceptance pursuant to which such Lender
became a party hereto, as the same may be changed from time to time pursuant to the terms hereof. As the context may require and to the
extent contemplated by the relevant amendment establishing any other Class of revolving commitments hereunder, 20242025
Revolving Commitment shall include such other Class of revolving commitments.


 


“20242025
Revolving Commitment Percentage” shall mean, at any time, with respect to each Lender, the percentage obtained by dividing its
20242025 Revolving Commitment at such time by
the Total 20242025 Revolving Commitment or, if
the 20242025 Revolving Commitments have been
terminated, the 20242025 Revolving Commitment
Percentage of such Lender that existed immediately prior to such termination.


 


“20242025
Revolving Extensions of Credit” shall mean, as to any Lender at any time, an amount equal to the sum of (a) the aggregate principal
amount of all 20242025 Revolving Loans held by
such Lender then outstanding and (b) such Lender’s 20242025
Revolving Commitment Percentage of the LC Exposure with respect to the 20242025
Revolving Facility then outstanding.


 


“20242025
Revolving Facility” shall have the meaning set forth in clause (bc)
of the definition of “Revolving Facility” in this ‎Section 1.01.


 


“20242025
Revolving Facility Maturity Date” shall mean (a) as of the Amendment No. 23
Effective Date, with respect to 2024(i) the 2025 Non-Consenting
Revolving CommitmentCommitments that have not
been extended pursuant to Section 2.29(a), April 19, 20242023,
and (ii) the 2025 Consenting Revolving Commitments that have not been extended pursuant to Section 2.29(a), April 19, 2025,
(b) with respect to Extended Revolving Credit Commitments under the 20242025
Revolving Facility, the final maturity date therefor as specified in the applicable Extension Agreement,
and (c) with respect to any commitments under a Refinancing Revolving Facility with respect to the 20242025
Revolving Facility, the final maturity date therefor specified in the applicable Refinancing Amendment.


 


“20242025
Revolving Facility Termination Date” shall mean the earlier to occur of (a) the 20242025
Revolving Facility Maturity Date with respect to the applicable Revolving Commitments and (b) the date of any acceleration of the
20242025 Revolving Loans and termination of the
20242025 Revolving Commitments in accordance
with the terms hereof.


 


“20242025
Revolving Loan” has the meaning set forth in ‎Section 2.01(a). As the context may require and to the extent contemplated
by the relevant amendment establishing any other Class of revolving commitments hereunder, 20242025
Revolving Loans shall include loans issued pursuant to such other Class of revolving commitments.


 


“2024
Upfront Fee” shall have the meaning set
forth in Section 2.20(b).


 


“ABR”, when used in reference
to any Revolving Loan or Borrowing, refers to whether such Revolving Loan, or the Revolving Loans comprising such Borrowing, are bearing
interest at a rate determined by reference to the Alternate Base Rate.


 


 


 






    	 	3	 



     


    

 


“Adjusted Daily Simple SOFR”
means an interest rate per annum equal to (a) the Daily Simple SOFR, plus (b) 0.10%; provided that if the Adjusted Daily
Simple SOFR Rate as so determined would be less than the Floor, such rate shall be deemed to be equal to the Floor for the purposes of
this Agreement.


 


“Adjusted Term SOFR Rate”
means, for any Interest Period, an interest rate per annum equal to (a) the Term SOFR Rate for such Interest Period, plus (b) 0.10%;
provided that if the Adjusted Term SOFR Rate as so determined would be less than the Floor, such rate shall be deemed to be equal
to the Floor for the purposes of this Agreement.


 


“Additional Collateral” shall
mean (a) Routes, Gate Interests and/or Slots of the Borrower or any Subsidiary, (b) Aircraft, airframes, engines, spare engines and Spare
Parts of the Borrower or any Subsidiary and (c) other assets of the Borrower or any Subsidiary which shall be reasonably satisfactory
to the Administrative Agent, in each case designated by the Borrower as “Additional Collateral”, and all of which assets shall
be valued by a new Appraisal Report at the time the Borrower designates such assets as Additional Collateral.


 


“Administrative Agent” shall have
the meaning set forth in the first paragraph of this Agreement.


 


“Administrator” shall have the
meaning given to such term in the Regulations and Procedures for the International Registry.


“Affected Financial Institution” means (a) any EEA
Financial Institution or (b) any UK Financial Institution.


 


“Affiliate” shall mean, as to
any Person, any other Person which, directly or indirectly, is in control of, is controlled by, or is under common control with, such
Person. For purposes of this definition, a Person (a “Controlled Person”) shall be deemed to be “controlled by”
another Person (a “Controlling Person”) if the Controlling Person possesses, directly or indirectly, power to direct
or cause the direction of the management and policies of the Controlled Person whether by contract or otherwise; provided that
the PBGC shall not be an Affiliate of the Borrower.


 


“Agents” shall mean the Administrative
Agent, the Collateral Agent, the Co-Syndication Agents and the Arrangers.


 


“Aggregate Exposure” shall mean,
with respect to any Lender at any time, an amount equal to the amount of such Lender’s Revolving Commitment then in effect or, if
the Revolving Commitments have been terminated, the amount of such Lender’s Revolving Extensions of Credit then outstanding.


 


“Aggregate Exposure Percentage”
shall mean, with respect to any Lender at any time, the ratio (expressed as a percentage) of such Lender’s Aggregate Exposure at
such time to the Aggregate Exposure of all Lenders at such time.


 


“Agreement” shall mean this Credit
Agreement, as the same may be amended, restated, modified, supplemented, extended or amended and restated from time to time.


 


“Aircraft” shall have the meaning
set forth in the Aircraft Mortgage.


 


 


 






    	 	4	 



     


    

 


“Aircraft Collateral” shall mean
all of the “Collateral” as defined in the Aircraft Mortgage (including any Mortgage Supplement).


 


“Aircraft Mortgage” shall mean
an Aircraft Mortgage made by the Borrower in favor of the Collateral Agent for the benefit of the Secured Parties (including each mortgage
supplement thereto), substantially in the form attached as Exhibit E.


 


“Aircraft Protocol” shall mean
the official English language text of the Protocol to the Convention on International Interests in Mobile Equipment on Matters Specific
to Aircraft Equipment adopted on November 16, 2001, at a diplomatic conference in Cape Town, South Africa, and all amendments, supplements
and revisions thereto (and from and after the effective date of the Cape Town Treaty in the relevant country, means when referring to
the Aircraft Protocol with respect to that country, the Aircraft Protocol as in effect in such country, unless otherwise indicated).


 


“Airport Authority” shall mean
any city or any public or private board or other body or organization chartered or otherwise established for the purpose of administering,
operating or managing airports or related facilities, which in each case is an owner, administrator, operator or manager of one or more
airports or related facilities.


 


“Alternate Base Rate” shall mean,
for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the NYFRB Rate in effect on such
day plus 1⁄2 of 1% and (c) (i) solely with respect to 2025 Non-Consenting Revolving Loans, the
sum of the one-month LIBO Rate in effect on such day (or, if such day is not a Business Day, the immediately preceding Business Day) plus
1% and (ii) other than with respect to the 2025 Non-Consenting Revolving Loans, the Adjusted Term SOFR Rate
for a one-month Interest Period as published two U.S. Government Securities Business Days prior to such day (or if such day is not a U.S.
Government Securities Business Day, the immediately preceding U.S. Government Securities Business Day) plus 1%; provided that,
for the purpose of this definition, the Adjusted Term SOFR Rate for any day shall be based on the Term SOFR Reference Rate at approximately
5:00 a.m. Chicago time on such day (or any amended publication time for the Term SOFR Reference Rate, as specified by the CME Term SOFR
Administrator in the Term SOFR Reference Rate methodology). Any change in the Alternate Base Rate due to a change in the Prime
Rate, the NYFRB Rate or, the one-month LIBO Rate
or the one-month Adjusted Term SOFR Rate shall be effective from and including the effective date of such change in the Prime
Rate, the NYFRB Rate or, the one-month LIBO Rate
or the one-month Adjusted Term SOFR Rate, respectively. If the Alternate Base Rate is being used
as an alternate rate of interest pursuant to Section 2.09 hereof, then the Alternate Base Rate shall be the greater of clauses (a) and
(b) above and shall be determined without reference to clause (c) above. For the avoidance of doubt, if the Alternate Base Rate as so
determined would be less than 2.00%, such rate shall be deemed to be 2.00% for purposes of this Agreement.


 


“Alternative Currency” shall mean
(a) Euros and (b) any currency other than Dollars or Euros in which the applicable Issuing Lender is willing to issue a Letter of Credit.


 


“Amendment No. 1” shall mean Amendment
No. 1, dated as of June 29, 2020, among the Borrower, JPMorgan Chase Bank, N.A., as Administrative Agent and as Collateral Agent and the
Lenders and Issuing Lenders party thereto.


 


“Amendment No. 1 Appraisal Report”
shall mean the Appraisal Report, dated April 1, 2020, by mba Aviation.


 


“Amendment No. 1 Effective Date”
shall mean June 29, 2020.


 


 


 






    	 	5	 



     


    

 


“Amendment No. 2 Effective Date”
shall mean November 17, 2021.


 


“Amendment No. 3” shall
mean Amendment No. 3, dated as of November 18, 2022, among the Borrower, JPMorgan Chase Bank, N.A., as Administrative Agent and as Collateral
Agent and the Lenders party thereto. 


 


“Amendment No. 3 Effective
Date” shall mean November 18, 2022.


 


“Appliance” shall mean an instrument,
equipment, apparatus, a part, an appurtenance, or an accessory used, capable of being used, or intended to be used, in operating or controlling
aircraft in flight, including a parachute, communication equipment, and another mechanism installed in or attached to aircraft during
flight, and not a part of an aircraft, engine, or propeller (and shall include without limitation “appliances” as defined
in 49 U.S.C. § 40102(a)(11)).


 


“Applicable Appraisal Discount Rate”
shall mean, on the date of any valuation of Routes done in connection with an Appraisal Report, 9.0%.


 


“Applicable Margin” shall mean
the rate per annum determined pursuant to the Applicable Pricing Grid.


 


“Applicable Pricing Grid” shall
mean the table set forth below:


 


(a) solely with respect
to the 2025 Non-Consenting Revolving Loans and the 2025 Non-Consenting Revolving Commitments, the
table set forth below:


 


	Level	Moody’s/S&P/Fitch

Ratings	Commitment

Fee Rate	Applicable Margin

for Eurodollar Revolving Loans	Applicable Margin

for ABR

Revolving Loans
	I	Baa1/BBB+/BBB+ or better	25.00 bps	1.75%	0.75%
	II	Baa2/BBB/BBB	30.00 bps	2.00%	1.00%
	III	Baa3/BBB-/BBB-	35.00 bps	2.50%	1.50%
	IV	Ba1/BB+/BB+	40.00 bps	2.75%	1.75%
	V	Ba2/BB/BB 	50.00 bps	3.00%	2.00%
	VI	Ba3/BB-/BB- or worse	62.50 bps	3.25%	2.25%


 


and (b) other than with respect
to the 2025 Non-Consenting Revolving Loans and the 2025 Non-Consenting Revolving Commitments, the table set forth below:


 


 


 


 






    	 	6	 



     


    

 


	Level	Moody’s/S&P/Fitch

Ratings	Commitment

Fee Rate	Applicable Margin for Term Benchmark Revolving Loans	Applicable Margin

for ABR

Revolving Loans	Letters of Credit
	I	Baa1/BBB+/BBB+ or better	20.00 bps	1.50%	0.50%	1.25%
	II	Baa2/BBB/BBB	25.00 bps	1.75%	0.75%	1.50%
	III	Baa3/BBB-/BBB-	30.00 bps	2.25%	1.25%	2.00%
	IV	Ba1/BB+/BB+	35.00 bps	2.50%	1.50%	2.25%
	V	Ba2/BB/BB 	45.00 bps	2.75%	1.75%	2.50%
	VI	Ba3/BB-/BB- or worse	55.00 bps	3.00%	2.00%	2.75%


 


For the purposes of the foregoing, (a) if the
Borrower shall not maintain a public Rating from at least two (2) Rating Agencies, the Rating shall be deemed to be (i) Level VI, if the
Borrower has no public Rating and (ii) one (1) level lower than the Borrower’s public Rating, if the Borrower has one (1) public
Rating, (b) if the Borrower shall maintain a public Rating from only two (2) Rating Agencies, then the higher of such Ratings shall apply,
unless there is a split in Ratings of more than one (1) ratings level, in which case the Rating that is one (1) level lower than the higher
of the Borrower’s two (2) Ratings shall apply, (c) if the Borrower shall maintain a public Rating from all three (3) Rating Agencies,
(i) if two (2) Ratings are equivalent and the third Rating is lower, the higher Rating shall apply, (ii) if two (2) Ratings are equivalent
and the third Rating is higher, the lower Rating shall apply and (iii) if no Ratings are equivalent, the Rating that is neither the highest
nor the lowest Rating shall apply; provided that if the Ratings established by any Rating Agency shall be changed (other than as
a result of a change in the rating system of such Rating Agency), such change shall be effective as of the date on which it is first announced
by the applicable Rating Agency.  Each change in the Applicable Margin and/or Commitment Fee shall apply during the period commencing
on the effective date of such change and ending on the date immediately preceding the effective date of the next such change.


 


“Applicable Terminal Value Growth Rate”
shall mean, with respect to Pacific Routes, 2.5%.


 


“Appraisal Report” shall mean
(a) the Initial Appraisal Report, (b) the Amendment No. 1 Appraisal Report and (c) any other appraisal prepared by an Appraiser, in form
and substance reasonably satisfactory to the Administrative Agent, which certifies, at the time of determination, the Appraised Value
of the Appraised Collateral described therein.


 


“Appraised Collateral” shall mean
Collateral included in an Appraisal Report.


 


“Appraised Value” shall mean,
as of any date of determination, (a) in the case of Appraised Collateral, the fair market value thereof as reflected in the most recent
Appraisal Report obtained in respect of such Collateral in accordance with this Agreement (in the case of any Routes, utilizing the Applicable
Appraisal Discount Rate and the Applicable Terminal Value Growth Rate) and (b) 160% of the amount of cash and Cash Equivalents pledged
at such time as Collateral, and (c) in the case of Investment Property (if any), (i) to the extent listed on a national security exchange,
the market value thereof and (ii) otherwise, the book value thereof as reflected in the most recent Officer’s Certificate delivered
pursuant to Section 5.01(f).


 


 


 






    	 	7	 



     


    

 


“Appraisers” shall mean, (a) mba
Aviation, (b) BK Associates, Inc., (c) ICF International and (d) such other appraisal firm or firms as may be retained by the Administrative
Agent and the Borrower from time to time.


 


“ARB Indebtedness” shall mean,
with respect to the Borrower or any of its Subsidiaries, without duplication, all Indebtedness or obligations of the Borrower or such
Subsidiary created or arising with respect to any limited recourse revenue bonds issued for the purpose of financing or refinancing improvements
to, or the construction or acquisition of, airport and other related facilities and equipment, the use or construction of which qualifies
and renders interest on such bonds exempt from certain federal or state taxes.


 


“Arrangers” shall mean JPMorgan
Chase Bank, N.A., Barclays Bank PLC, BNP Paribas, Citibank, N.A., Compass Bank, Credit Suisse AG, Cayman
IslandsNew York Branch, Deutsche Bank Securities Inc., Fifth Third Bank, National
Association, Goldman Sachs Bank USA, Industrial and Commercial Bank Of China Limited, New
York Branch, Merrill Lynch, Pierce, Fenner & Smith Incorporated (or any other registered broker-dealer
wholly-owned by Bank of America Corporation to which all or substantially all of Bank of America Corporation’s or
any of its subsidiaries’ investment banking, commercial lending services or related businesses may
be transferred following the date of this Agreement)BofA Securities, Inc., Morgan
Stanley Senior Funding, Inc., PNC Capital Markets LLC, Standard Chartered Bank, Sumitomo Mitsui Banking Corporation, U.S. Bank National
Association, Wells Fargo Bank, N.A., Credit Agricole Corporate and Investment Bank and Natixis, New York Branch, in their capacity as
joint lead arrangers and joint bookrunners with respect to the Revolving Facility.


 


“Assignment” shall have the meaning
given in the Cape Town Convention.


 


“Assignment and Acceptance” shall
mean an assignment and acceptance entered into by a Lender and an assignee (with the consent of any party whose consent is required by
‎Section 10.02), and accepted by the Administrative Agent, substantially in the form of Exhibit B.


 


“Associated Rights” shall have
the meaning given in the Cape Town Convention.


 


“Available Tenor” means, as of
any date of determination and with respect to the then-current Benchmark, any tenor for such Benchmark (or component thereof) or payment
period for interest calculated with reference to such Benchmark (or component thereof), as applicable, that is or may be used for determining
the length of an Interest Period for any term rate or otherwise, for determining any frequency of making payments of interest calculated
pursuant to this Agreement as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark that is then-removed
from the definition of “Interest Period” pursuant to ‎Section 2.09(f).


 


“Bail-In Action” means the exercise
of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected Financial Institution.


 


“Bail-In Legislation” means (a)
with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of
the European Union, the implementing law, regulation rule or requirement for such EEA Member Country from time to time which is described
in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended
from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing
banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency
proceedings).


 


 


 


 






    	 	8	 



     


    

 


“Bankruptcy Code” shall mean The
Bankruptcy Reform Act of 1978, as heretofore and hereafter amended, and codified as 11 U.S.C. Section 101 et seq.


 


“Bankruptcy
Event” shall mean, with respect to any Person, such Person becomes the subject of a bankruptcy
or insolvency proceeding, or has had a receiver, conservator, trustee, administrator, custodian, assignee for the benefit of creditors
or similar Person charged with the reorganization or liquidation of its business appointed for it, or, in the good faith determination
of the Administrative Agent, has taken any action in furtherance of, or indicating its consent
to, approval of, or acquiescence in, any such proceeding or appointment,
provided that a Bankruptcy Event shall not result solely by virtue of any ownership interest, or the acquisition of any ownership interest,
in such Person by a Governmental Authority or instrumentality thereof, provided, further, that such ownership interest does not result
in or provide such Person with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments
or writs of attachment on its assets or permit such Person (or such Governmental Authority or instrumentality) to reject, repudiate, disavow
or disaffirm any contracts or agreements made by such Person.


 


“Benchmark”
means, initially, LIBO (a)
solely with respect to the 2025 Non-Consenting Revolving Loans, LIBO
Rate and (b) other than with respect to the 2025 Non-Consenting Revolving Loans,
with respect to any Term Benchmark Loan, the Term SOFR Rate; provided
that if a Benchmark Transition Event, a Term SOFR Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark
Replacement Date have occurred with respect to LIBO Rate or Term SOFR Rate, as applicable, or the then-current Benchmark, then “Benchmark”
means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant
to clause (b) or clause (c) of Section 2.09.


 


“Benchmark
Replacement” means, for any Available Tenor, 


 


“Benchmark
Replacement” means, for any Available Tenor(x) solely
with respect to 2025 Non-Consenting Revolving Loans,
the first alternative set forth in the order below that can be determined by
the Administrative Agent for the applicable Benchmark Replacement Date:


 


(1)
the sum of: (a) Term SOFR and (b) 0.11448% (11.448 basis points) for an Available Tenor of one-month’s duration, 0.26161% (26.161
basis points) for an Available Tenor of three-months’ duration, and 0.42826% (42.826 basis points) for an Available Tenor of six-months’
duration, and 0.71513% (71.513 basis points) for an Available
Tenor of twelve-months’ duration;


 


(2)
the sum of: (a) Daily Simple SOFR and (b) 0.11448% (11.448 basis points), if the Borrower selects a monthly payment period and 0.26161%
(26.161 basis points), if the Borrower selects a quarterly payment period;


 


(3)
the sum of: (a) the alternate benchmark rate that has been selected by the Administrative Agent
and the Borrower as the replacement for the then-current Benchmark for the applicable Corresponding Tenor giving due consideration to
(i) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental
Body or (ii) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement for the then-current
Benchmark for dollar-denominated syndicated credit facilities at such time in the United States and (b) the related Benchmark Replacement
Adjustment;


 


 


 


 






    	 	9	 



     


    

 


provided
that, in the case of clause (1), such Unadjusted Benchmark Replacement is displayed on a screen
or other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion;
provided further that, in the case of clause (3), when such clause is used to determine the Benchmark Replacement in connection
with the occurrence of an Other Benchmark Rate Election, the alternate benchmark rate selected by the Administrative Agent and the Borrower
shall be the term benchmark rate that is used in lieu of a LIBOR-based rate for Dollar-denominated syndicated credit facilities; provided
further that, notwithstanding anything to the contrary in this Agreement or in any other Loan Document, upon the occurrence of a Term
SOFR Transition Event, and the delivery of a Term SOFR Notice,  on the applicable Benchmark Replacement Date the “Benchmark
Replacement” shall revert to and shall be deemed to be the sum of (a) Term SOFR and (b) the related Benchmark Replacement Adjustment,
as set forth in clause (1) of this definition (subject to the first proviso above).;


 


and
(y) other than with respect to the 2025
Non-Consenting Revolving Loans, the first alternative set forth in the order below that can be determined by the Administrative Agent
for the applicable Benchmark Replacement Date:


 


(1)
the Adjusted Daily Simple SOFR;


 


(2)
the sum of: (a) the alternate benchmark rate that has been selected by
the Administrative Agent and the Borrower as the replacement for the then-current
Benchmark for the applicable Corresponding Tenor giving due consideration to (i) any selection or recommendation of a replacement benchmark
rate or the mechanism for determining such a rate by the
Relevant Governmental Body or (ii) any evolving or then-prevailing market convention
for determining a benchmark rate as a replacement for the then-current Benchmark for dollar-denominated syndicated credit facilities at
such time in the United States and (b) the related Benchmark Replacement Adjustment;


 


If
the Benchmark Replacement as determined pursuant to clause (1), (2) or (3) above would be less than 1.00%, the Benchmark Replacement will
be deemed to be 1.00% for the purposes of this Agreement and the other Loan Documents.


 


“Benchmark
Replacement Adjustment” means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement
for any applicable Interest Period and Available Tenor for any setting of such Unadjusted Benchmark Replacement:


 


(1)
for purposes of clauses (x)(1) and (x)(2)
of the definition of “Benchmark Replacement,” the applicable spread adjustment set forth therein; and


 


(2)
for purposes of clause clauses
(x)(3) and (y)(2) of the definition of “Benchmark Replacement,” the spread adjustment, or method for calculating or determining
such spread adjustment, (which may be a positive or negative value or zero) that has been selected by the Administrative Agent and the
Borrower for the applicable Corresponding Tenor giving due consideration to (i) any selection or recommendation of a spread adjustment,
or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted
Benchmark Replacement by the Relevant Governmental Body on the applicable Benchmark Replacement Date and/or (ii) any evolving or then-prevailing
market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement
of such Benchmark with the applicable Unadjusted Benchmark Replacement for dollar-denominated syndicated credit facilities at such time.


 


 


 


 






    	 	10	 



     


    

 


“Benchmark
Replacement Conforming Changes” means, with respect to any Benchmark Replacement and/or
any Term Benchmark Revolving Loan, any technical, administrative or operational changes (including changes to the definition
of “Alternate Base Rate,” the definition of “Business Day,” the definition of “Interest Period,” the
definition of “U.S. Government Securities Business Day,” timing and frequency of determining rates and making payments
of interest, timing of borrowing requests or prepayment, conversion or continuation notices, length of lookback periods, the applicability
of breakage provisions, and other technical, administrative or operational matters) that the Administrative Agent decides in consultation
with the Borrower may be appropriate to reflect the adoption and implementation of such Benchmark Replacement
and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market
practice (or, if the Administrative Agent decides that adoption of any portion of such market practice is not administratively feasible
or if the Administrative Agent determines in consultation with the Borrower that no market practice for the administration of such Benchmark
Replacement exists, in such other manner of administration as the Administrative Agent
decides in consultation with the Borrower is reasonably necessary in connection with the administration of this Agreement and the other
Loan Documents).


 


“Benchmark
Replacement Date” means, with respect to any Benchmark, the earliest to occur of the following events with respect to such then-current
Benchmark:


 


(1)
in the case of clause (1) or (2) of the definition of “Benchmark Transition Event,”
the later of (a) the date of the public statement or publication of information referenced therein and (b) the date on which the administrator
of such Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide all Available
Tenors of such Benchmark (or such component thereof);


 


(2)
in the case of clause (3) of the definition of “Benchmark Transition Event,” the
first date on which such Benchmark (or the published component used in the calculation thereof) has been determined and announced by the
regulatory supervisor for the administrator of such Benchmark (or such component thereof) to be no longer representative; provided, that
such non-representativeness will be determined by reference to the most recent statement or publication referenced in such clause (3)
and even if any Available Tenor of such Benchmark (or such component thereof) continues to be provided on such date;


 


(3)
in the case of a Term SOFR Transition Event, the date that is thirty (30) days after the date
a Term SOFR Notice is provided to the Lenders and the Borrower pursuant to Section
2.09(ce);
or 


 


(4)
in the case of an Early Opt-in Election or an Other Benchmark Rate Election, the sixth (6th) Business Day after the date notice of such
Early Opt-in Election or Other Benchmark Rate Election, as applicable, is provided to the Lenders, so long as the Administrative Agent
has not received, by 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Early Opt-in Election
or Other Benchmark Rate Election, as applicable, is provided to the Lenders, written notice of objection to such Early Opt-in Election
or Other Benchmark Rate Election, as applicable, from Lenders comprising the Required Lenders.


 


For
the avoidance of doubt, (i) if the event giving rise to the Benchmark Replacement Date occurs on the same day as, but earlier than, the
Reference Time in respect of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to the Reference
Time for such determination and (ii) the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause
(1) or (2) with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current
Available Tenors of such Benchmark (or the published component used in the calculation thereof).


 


“Benchmark
Transition Event” means, with respect to any Benchmark, the occurrence of one or more of the following events with respect to such
then-current Benchmark:


 


 


 


 






    	 	11	 



     


    

 


(1)
a public statement or publication of information by or on behalf of the administrator of such
Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to
provide all Available Tenors of such Benchmark (or such component thereof), permanently or indefinitely, provided that, at the time of
such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark
(or such component thereof);


 


(2)
a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published
component used in the calculation thereof), the Federal Reserve Board, the NYFRB, the CME Term SOFR Administrator, an insolvency official
with jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator
for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator
for such Benchmark (or such component), in each case, which states that the administrator of such Benchmark (or such component) has ceased
or will cease to provide all Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely; provided that,
at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of
such Benchmark (or such component thereof); or


 


(3)
a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published
component used in the calculation thereof) announcing that all Available Tenors of such Benchmark (or such component thereof) are no longer,
or as of a specified future date will no longer be, representative.


 


For
the avoidance of doubt, a “Benchmark Transition Event” will be deemed to have occurred with respect to any Benchmark if a
public statement or publication of information set forth above has occurred with respect to each then-current Available Tenor of such
Benchmark (or the published component used in the calculation thereof).


 


“Benchmark
Unavailability Period” means, with respect to any Benchmark, the period (if any) (x) beginning at the time that a Benchmark Replacement
Date pursuant to clauses (1) or (2) of that definition has occurred if, at such time, no Benchmark Replacement has replaced such then-current
Benchmark for all purposes hereunder and under any Loan Document in accordance with ‎Section 2.09 and
(y) ending at the time that a Benchmark Replacement has replaced such then-current Benchmark for all purposes hereunder and under
any Loan Document in accordance with ‎Section 2.09.


 


“Benefit
Plan” means any of (a) an “employee benefit plan” (as defined in Section 3(3) of ERISA) that is subject to Title I of
ERISA, (b) a “plan” as defined in Section 4975 of the Code to which Section 4975 of the Code applies, and (c) any Person whose
assets include (for purposes of the Plan Asset Regulations or otherwise for purposes of Title I of ERISA or Section 4975 of the Code)
the assets of any such “employee benefit plan” or “plan”.


 


“Board” shall mean the Board of
Governors of the Federal Reserve System of the United States.


 


“Borrower” shall have the meaning
set forth in the first paragraph of this Agreement.


 


“Borrowing” shall mean the incurrence,
conversion or continuation of Revolving Loans of a single Type made from all the Lenders of any Class on a single date and having, in
the case of Eurodollar Revolving Loans or Term Benchmark Revolving Loans, a single Interest Period.


 


 


 


 






    	 	12	 



     


    

 


“Borrowing Request” shall mean
a request by the Borrower, executed by a Responsible Officer of the Borrower, for a Borrowing in accordance with ‎Section 2.03.


 


“Business Day” shall mean any
day (other than a Saturday, or
a Sunday or other day) on which commercial
banks are open for business in New York City are
required or authorized to remain closed (and, for a Letter of Credit, other than a
day on which the Issuing Lender issuing such Letter of Credit is closedopen);
provided, however,  that (a)
when used in connection with a Eurodollar Revolving Loan, the term “Business Day” shall also exclude any day on
which banks are not open for dealings in Dollar deposits on the London interbank market.
and (b) in addition to the foregoing, a Business Day shall be in relation to Revolving Loans referencing
the Adjusted Term SOFR Rate and any interest rate settings, fundings, disbursements, settlements or payments of any such Revolving Loans
referencing the Adjusted Term SOFR Rate or any other dealings of such Revolving Loans referencing the Adjusted Term SOFR Rate, any such
day that is only a U.S. Government Securities Business Day.


 


“Cape Town Convention” shall mean
the official English language text of the Convention on International Interests in Mobile Equipment, adopted on November 16, 2001 at a
diplomatic conference in Cape Town, South Africa, and all amendments, supplements and revisions thereto (and from and after the effective
date of the Cape Town Treaty in the relevant country, means when referring to the Cape Town Convention with respect to that country, the
Cape Town Convention as in effect in such country, unless otherwise indicated).


 


“Cape Town Treaty” shall mean,
collectively, (a) the Cape Town Convention, (b) the Aircraft Protocol, and from and after the effective date of the Cape Town Treaty in
the relevant country, shall mean when referring to the Cape Town Treaty with respect to that country, the Cape Town Treaty as in effect
in such country, unless otherwise indicated, and (c) all rules and regulations (including but not limited to the Regulations and Procedures
for the International Registry) adopted pursuant thereto and, in the case of each of the foregoing described in clauses (a) through (c),
all amendments, supplements and revisions thereto.


 


“Capital Asset Sale” shall have
the meaning given to such term in the definition of “EBITDAR” in this ‎Section 1.01.


 


“Capitalized Lease” shall mean,
as applied to any Person, any lease of property by such Person as lessee which would be capitalized on a balance sheet of such Person
prepared in accordance with GAAP (as in effect on the Closing Date). The amount of obligations of such Person under a Capitalized Lease
shall be the capitalized amount thereof determined in accordance with GAAP (as in effect on the Closing Date).


 


“Cash Collateralization” shall
have the meaning given such term in ‎Section 2.02(j).


 


“Cash Equivalents” means:


 


(1)       direct
obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the federal government of the
United States (or by any agency or instrumentality thereof to the extent such obligations are backed by the full faith and credit of the
United States), in each case maturing within one year from the date of acquisition thereof;


 


(2)       direct
obligations of state, provincial and local government entities, in each case maturing within one year from the date of acquisition thereof,
which have, at the date of such acquisition, a rating of at least A- (or the equivalent thereof) from S&P or A-3 (or the equivalent
thereof) from Moody’s;


 


 


 


 






    	 	13	 



     


    

 


(3)       obligations
of domestic or foreign companies and their subsidiaries, including, without limitation, bills, notes, bonds, debentures, and mortgage-backed
securities, in each case maturing within one year from the date of acquisition thereof and which have, at the date of such acquisition,
a rating of at least A- (or the equivalent thereof) from S&P or A-3 (or the equivalent thereof) from Moody’s;


 


(4)       commercial
paper maturing within 365 days from the date of acquisition thereof and having, at such date of acquisition, a rating of at least A-2
(or the equivalent thereof) from S&P or P-2 (or the equivalent thereof) from Moody’s;


 


(5)       certificates
of deposit, banker’s acceptances, banker’s discount notes, time deposits, US Dollar time deposits or overnight bank deposits
maturing within one year from the date of acquisition thereof issued or guaranteed by or placed with, and money market deposit accounts
issued or offered by, any domestic office of any other commercial bank of recognized standing organized under the laws of the United States
or any state thereof or the District of Columbia that has a combined capital and surplus and undivided profits of not less than $100,000,000;


 


(6)       fully
collateralized repurchase agreements with a term of not more than six months for underlying securities that would otherwise be eligible
for investment;


 


(7)       Investments
in money in an investment company organized under the 40 Act, or in pooled accounts or funds offered through mutual funds, investment
advisors, banks and brokerage houses which invest 95% of their assets in obligations of the type described in clauses (1) through (6)
above, including money market funds or short-term and intermediate bonds funds;


 


(8)       money
market funds that (i) comply with the criteria set forth in SEC Rule 2a-7 under the 40 Act or with the criteria set forth in National
Instrument 81-102—Mutual Funds, as amended, (ii) are rated AAA (or the equivalent thereof) by S&P or Aaa (or the equivalent
thereof) by Moody’s and (iii) have portfolio assets of at least $500,000,000;


 


(9)       deposits
available for withdrawal on demand with commercial banks organized in the United States having capital and surplus in excess of $100,000,000;


 


(10)       securities
with maturities of one year or less from the date of acquisition issued or fully guaranteed by any state, commonwealth or territory of
the United States, by any political subdivision or taxing authority of any such state, commonwealth or territory or by any foreign government,
the securities of which state, commonwealth, territory, political subdivision, taxing authority or foreign government (as the case may
be) are rated at least A- by S&P or A3 by Moody’s; and


 


(11)       any
other securities or pools of securities that are classified under GAAP as cash equivalents or short-term investments on a balance sheet.


 


“Change in Law” shall mean, after
the date hereof, (a) the adoption of any law, rule or regulation after the date of this Agreement, (b) any change in any law (including
pursuant to any treaty or, for purposes of ‎Section 5.09, any other agreement governing the right to fly international routes), rule
or regulation or in the interpretation or application thereof by any Governmental Authority, Airport Authority or Foreign Aviation Authority
after the date of this Agreement applicable to the Borrower or (c) compliance by any Lender or Issuing Lender (or, for purposes of
‎Section 2.14(b), by any lending office of such Lender or Issuing Lender or by such Lender’s or Issuing Lender’s holding
company, if any) with any request, guideline or directive (whether or not having the force of law) of any Governmental Authority made
or issued after the date of this Agreement; provided that notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall
Street Reform and Consumer Protection Act and all requests, rules, regulations, requirements, guidelines or directives thereunder or issued
in connection therewith and (y) all requests, rules, regulations, requirements, guidelines or directives promulgated by the Bank for International
Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory
authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law” regardless of the date
enacted, adopted, implemented or issued.


 


 


 


 






    	 	14	 



     


    

 


“Charges”
shall have the meaning given such term in ‎Section 2.24.


 


“Class”, when used in reference
to any Revolving Loan or Borrowing, shall refer to whether such Revolving Loan, or the Revolving Loans comprising such Borrowing, are
2024 Revolving Loans or 20232025 Revolving Loans
and, when used in reference to any Revolving Commitment, refers to whether such Revolving Commitment is an LC Tranche Commitment, a 2024
Revolving Commitment or a 20232025 Revolving
Commitment. In addition, as the context requires, any extended tranche of Revolving Commitments shall constitute a Class of Revolving
Loans (or LC Tranche Commitments, as applicable) separate from the Class of Revolving Loans (or LC Tranche Commitments, as applicable)
from which they were converted.


 


“Closing Date” shall mean the
date on which this Agreement has been executed and the conditions precedent to the effectiveness of this Agreement set forth in ‎Section
4.01 have been satisfied or waived.


 


“CME Term SOFR Administrator”
shall mean CME Group Benchmark Administration Limited as administrator of the forward-looking term Secured Overnight Financing Rate (SOFR)
(or a successor administrator).


 


“Code” shall mean the Internal
Revenue Code of 1986, as amended from time to time.


 


“Commitment Fee” shall have the
meaning set forth in ‎Section 2.20(a).


 


“Commitment Fee Rate” shall mean
the rate per annum set forth under the heading “Commitment Fee Rate” on the Applicable Pricing Grid.


 


“Collateral” shall mean, collectively,
all assets and properties of the Borrower now owned or hereafter acquired upon which Liens have been granted to the Collateral Agent to
secure the Obligations, including without limitation all of the “Collateral” as defined in the SGR Security Agreement and
the Aircraft Mortgage.


 


“Collateral Agent” shall have
the meaning set forth in the first paragraph of this Agreement.


 


“Collateral Coverage Ratio” shall
have the meaning given to such term in ‎Section 6.03.


 


“Collateral Coverage Ratio Cure Period”
shall have the meaning given to such term in Section 6.03.


 


“Collateral Coverage Test” shall
have the meaning given to such term in Section 6.03.


 


 


 


 






    	 	15	 



     


    

 


“Collateral Documents” shall mean,
collectively, the SGR Security Agreement, the Aircraft Mortgage and other agreements, instruments or documents that create or purport
to create a Lien in favor of the Collateral Agent for the benefit of the Secured Parties.


 


“Collateral Material Adverse Effect”
shall mean a material adverse effect on the Appraised Value of the Collateral, taken as a whole, or the Eligible Collateral, taken as
a whole.


 


“Consolidated Net Income” shall
mean, with respect to any specified Person for any period, the aggregate of the net income (or net loss) of such Person and its Subsidiaries
for such period, on a consolidated basis, determined in accordance with GAAP and without any reduction in respect of preferred stock dividends;
provided that: (a) all extraordinary gains (but not losses) and all gains (but not losses) realized in connection with any Capital
Asset Sale or the disposition of securities or the early extinguishment of Indebtedness, together with any related provision for taxes
on any such gain, will be excluded therefrom; (b) the net income (but not net loss) of any Person that is not the specified Person or
a Subsidiary or that is accounted for by the equity method of accounting will be included therein only to the extent of the amount of
dividends or similar distributions paid in cash to the specified Person or Subsidiary of the Person; (c) the net income (but not net loss)
of any Subsidiary will be excluded therefrom to the extent that the declaration or payment of dividends or similar distributions by that
Subsidiary of that net income is not at the date of determination permitted without any prior governmental approval (that has not been
obtained) or, directly or indirectly, by operation of the terms of its charter or any agreement, instrument, judgment, decree, order,
statute, rule or governmental regulation applicable to that Subsidiary or its stockholders; (d) the cumulative effect of a change in accounting
principles will be excluded therefrom; and (e) the effect of non-cash gains and losses attributable to movement in the mark-to-market
valuation of Hedging Obligations pursuant to FASB ASC No. 815 will be excluded therefrom.


 


“Corresponding Tenor” with respect
to any Available Tenor means, as applicable, either a tenor (including overnight) or an interest payment period having approximately the
same length (disregarding business day adjustment) as such Available Tenor.


 


“Co-Syndication Agents” shall
mean Barclays Bank PLC, BNP Paribas, Citibank, N.A., Compass Bank, Credit Suisse AG, Cayman IslandsNew
York Branch, Deutsche Bank Securities Inc., Fifth Third Bank, National Association, Goldman Sachs Bank USA, Industrial
and Commercial Bank Of China Limited, New York Branch, Merrill Lynch, Pierce, Fenner
& Smith IncorporatedBofA Securities, Inc., Morgan Stanley Senior Funding,
Inc., PNC Bank, National Association, Standard Chartered Bank, Sumitomo Mitsui Banking Corporation, U.S. Bank National Association and
Wells Fargo Bank, N.A., in their capacity as co-syndication agents with respect to this Agreement.


 


“Daily Simple SOFR” means, for
any day,  (a “SOFR,
with the conventions for this rate (which may include a lookback) being established by
the Administrative Agent in accordance with the conventions for this rate selected or recommended by the
Relevant Governmental Body for determining “Daily Simple SOFR” for business loans; provided,
that if the Administrative Agent decides that any such convention is not administratively feasible for the Administrative Agent, then
the Administrative Agent may establish another convention in its reasonable discretion. Rate
Day”), a rate per annum equal to SOFR for the day (such day “SOFR Determination Date”) that is five (5) U.S. Government
Securities Business Day prior to (i) if such SOFR Rate Day is a U.S. Government Securities Business Day, such SOFR Rate Day or (ii) if
such SOFR Rate Day is not a U.S. Government Securities Business Day, the U.S. Government Securities Business Day immediately preceding
such SOFR Rate Day, in each case, as such SOFR is published by the SOFR Administrator on
the SOFR Administrator’s Website. Any change in Daily Simple SOFR due to a change in SOFR shall
be effective from and including the effective date of such change in SOFR without notice to the Borrower.


 


 


 






    	 	16	 



     


    

 


“Default” shall mean any event
that, unless cured or waived, with the passage of time or the giving of notice or both, would be an Event of Default.


 


“Defaulting
Lender” shall mean, at any time, any Lender that (a) has failed, within one (1) Business Day of the date required to be funded
or paid by it hereunder, to fund or pay (x) any portion of the Revolving Loans, (y) any portion of the participations in any Letter of
Credit required to be funded hereunder or (z) any other amount required to be paid by it hereunder to the Administrative Agent, any Issuing
Lender or any other Lender (or its banking Affiliates), unless, in the case of clause (x) above, such Lender notifies the Administrative Agent in writing that such failure is the result of such Lender’s good faith determination that
a condition precedent to funding (specifically identified and including the particular default, if any) has not been satisfied,
(b) has notified the Borrower, the Administrative Agent, any Issuing Lender or any other Lender in writing, or has made a public  statement to
the effect, that it does not intend or expect to comply with any of its funding obligations (i) under this Agreement (unless such writing
or public statement indicates that such position is based on such Lender’s good faith determination that a condition precedent (specifically
identified and including the particular default, if any) to funding a loan under this Agreement cannot be satisfied) or (ii) generally
under other agreements in which it commits to extend credit, (c) has failed, within three (3) Business Days after request by the Administrative
Agent, any Issuing Lender, any other Lender or the Borrower, acting in good faith, to provide a confirmation in writing from an authorized
officer or other authorized representative of such Lender that it will comply with its obligations (and is financially able to meet such
obligations) to fund prospective  Revolving Loans and participations in then outstanding Letters of Credit under this Agreement, which request shall only have been made after the conditions
precedent to borrowings have been met, provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon
the Administrative Agent’s, such Issuing Lender’s, such other Lender’s or the Borrower’s, as applicable, receipt
of such confirmation in form and substance satisfactory to it and the Administrative Agent,(d) has become, or has had its Parent Company become, the subject of a Bankruptcy Event or a Bail-In Action. Any determination by the Administrative
Agent that a Lender is a Defaulting Lender under any of clauses (a) through (d) above will be conclusive and binding absent manifest error,
and such Lender will be deemed to be a Defaulting Lender upon notification of such determination by the Administrative Agent to the Borrower,
the Issuing Lender and the Lenders.


 


“Designated Banking Product Agreement”
shall mean any agreement evidencing Designated Banking Product Obligations entered into by the Borrower or any Subsidiary and any Person
that, at the time such Person entered into such agreement, was a Lender or a banking Affiliate of a Lender, in each case designated by
the relevant Lender (or its banking Affiliate) and the Borrower, by written notice to the Administrative Agent, as a “Designated
Banking Product Agreement”, which notice shall include (i) a copy of an agreement providing for an agreed-upon maximum amount of
Designated Banking Product Obligations under such Designated Banking Product Agreement that can be included as Obligations and (ii) the
acknowledgment of such Lender (or its banking Affiliate) that its security interest in the Collateral securing such Designated Banking
Product Obligations shall be subject to the Loan Documents; provided that, after giving effect to such designation, the aggregate
agreed-upon maximum amount of all “Designated Banking Product Obligations” included as Obligations, together with the aggregate
agreed-upon maximum amount of all “Designated Hedging Obligations” included as Obligations, shall not exceed $500,000,000
in the aggregate.


 


“Designated Banking Product Obligations”
shall mean, as applied to any Person, any direct or indirect liability, contingent or otherwise, of such Person in respect of any treasury,
depository and cash management services and automated clearing house transfers of funds services provided by a Lender or any of its banking
Affiliates under any Designated Banking Product Agreement, including obligations for the payment of fees, interest, charges, expenses,
attorneys’ fees and disbursements in connection therewith.


 


 


 


 






    	 	17	 



     


    

 


“Designated Hedging Agreement”
shall mean any Hedging Agreement entered into by the Borrower or any Subsidiary and any Person that, at the time such Person entered into
such Hedging Agreement, was a Lender or an Affiliate of a Lender, in each case, as designated by the relevant Lender (or Affiliate of
a Lender) and the Borrower, by written notice to the Administrative Agent, as a “Designated Hedging Agreement,” which notice
shall include a copy of an agreement providing for (i) a methodology agreed to by the Borrower, such Lender or Affiliate of a Lender,
and the Administrative Agent for reporting the outstanding amount of Designated Hedging Obligations under such Designated Hedging Agreement
from time to time, (ii) an agreed-upon maximum amount of Designated Hedging Obligations under such Designated Hedging Agreement that can
be included as Obligations, and (iii) the acknowledgment of such Lender or Affiliate of a Lender that its security interest in the Collateral
securing such Designated Hedging Obligations shall be subject to the Loan Documents; provided that, after giving effect to such
designation, the aggregate agreed-upon maximum amount of all “Designated Hedging Obligations” included as Obligations, together
with the aggregate agreed-upon maximum amount of all “Designated Banking Product Obligations” included as Obligations, shall
not exceed $500,000,000 in the aggregate.


 


“Designated Hedging Obligations”
shall mean, as applied to any Person, all Hedging Obligations of such Person under Designated Hedging Agreements after taking into account
the effect of any legally enforceable netting arrangements included in such Designated Hedging Agreements; it being understood and agreed
that, on any date of determination, the amount of such Hedging Obligations under any Designated Hedging Agreement shall be determined
based upon the “settlement amount” (or similar term) as defined under such Designated Hedging Agreement or, with respect to
a Designated Hedging Agreement that has been terminated in accordance with its terms, the amount then due and payable (exclusive of expenses
and similar payments but including any termination payments then due and payable) by such Person under such Designated Hedging Agreement.


 


“Discharge of Secured Obligations”
shall have the meaning given such term in the SGR Security Agreement.


 


“Disposition” shall mean, with
respect to any property, any sale, lease, sale and leaseback, conveyance, transfer or other disposition thereof. The terms “Dispose”
and “Disposed of” shall have correlative meanings.


 


“Disqualified Institution” shall
mean any Person (a) identified in writing to the Administrative Agent from time to time that is or becomes (i) a competitor of the Borrower
or any of its Subsidiaries or (ii) a manufacturer of aircraft, engines or other equipment purchased or used by the Borrower and (b) that
is otherwise designated by the Borrower as such in a writing provided to the Administrative Agent prior to March 30, 2018, including,
in each case, Affiliates thereof that are reasonably identifiable as such solely by their names.


 


“Dollar Amount” shall mean, at
any time, for any amount, (i) if denominated in Dollars, the amount thereof and (ii) if denominated in an Alternative Currency, the amount
thereof converted to Dollars in accordance with ‎Section 2.27.


 


“Dollars” and “$”
shall mean lawful money of the United States of America.


 


“DOT” shall mean the United States
Department of Transportation and any successor thereto.


 


“Early Opt-in Election” means,
if the then-current Benchmark is LIBO Rate, the occurrence of:


 


 


 


 






    	 	18	 



     


    

 


(1)       a notification
by the Administrative Agent to (or the request by the Borrower to the Administrative Agent to notify) each of the other parties hereto
that at least five currently outstanding dollar-denominated syndicated credit facilities at such time contain (as a result of amendment
or as originally executed) a SOFR-based rate (including SOFR, a term SOFR or any other rate based upon SOFR) as a benchmark rate (and
such syndicated credit facilities are identified in such notice and are publicly available for review), and


 


(2)       the
joint election by the Administrative Agent and the Borrower to trigger a fallback from LIBO Rate and the provision, as applicable, by
the Administrative Agent of written notice of such election to the Borrower and the Lenders.


 


“EBITDAR” shall mean, for any
period, all as determined in accordance with GAAP, without duplication, an amount equal to (a) the Consolidated Net Income of the Borrower
and its Subsidiaries for such period, plus (b) the sum of (i) any provision for income taxes for such period, (ii) Interest
Expense for such period, (iii) extraordinary, non-recurring or unusual losses for such period, (iv) depreciation and amortization for
such period, (v) amortized debt discount for such period, (vi) the amount of any deduction to consolidated net income as the result of
any grant to any employee of the Borrower or its Subsidiaries of any Equity Interests during such period, (vii) aircraft rent expense
for such period, (viii) any aggregate net loss during such period arising from a Capital Asset Sale (as defined below), (ix) all other
non-cash charges for such period, (x) any losses arising under fuel hedging arrangements during such period, (xi) costs and expenses,
including fees, incurred directly during such period in connection with the consummation of the transactions contemplated under the Loan
Documents, and (xii) expenses or losses with respect to business interruption covered by insurance, in each case to the extent actually
reimbursed, in the case of each of subclauses (i) through (xii) of this clause (b), to the extent deducted in the calculation of consolidated
net income of the Borrower and its Subsidiaries for such period in accordance with GAAP, minus (c) the sum of (i) income tax credits
for such period, (ii) interest income for such period, (iii) extraordinary, non-recurring or unusual gains for such period, (iv) any aggregate
net gain during such period arising from the sale, exchange or other disposition of capital assets by the Borrower or its Subsidiaries
(including any fixed assets, whether tangible or intangible, all inventory sold in conjunction with the disposition of fixed assets and
all securities) (a “Capital Asset Sale”), (v) any gains arising under fuel hedging arrangements during such period,
and (vi) any other non-cash gains that have been added in determining consolidated net income during such period, in the case of each
of subclauses (i) through (vi) of this clause (c), to the extent included in the calculation of consolidated net income of the Borrower
and its Subsidiaries for such period in accordance with GAAP. For purposes of this definition, the following items shall be excluded in
determining consolidated net income of the Borrower and its Subsidiaries for any period: (1) the income (or deficit) of any other Person
accrued prior to the date it became a Subsidiary of, or was merged or consolidated into, the Borrower or any of its Subsidiaries; (2)
the income (or deficit) of any other Person (other than a Subsidiary) in which the Borrower or any of its Subsidiaries has an ownership
interest, except to the extent any such income has actually been received by the Borrower or such Subsidiary, as applicable, in the form
of cash dividends or distributions; (3) any restoration to income of any contingency reserve, except to the extent that provision for
such reserve was made out of income accrued during such period; (4) any write-up of any asset; (5) any net gain from the collection of
the proceeds of life insurance policies; (6) any net gain arising from the acquisition of any securities, or the extinguishment, under
GAAP, of any Indebtedness, of the Borrower or any of its Subsidiaries; (7) in the case of a successor to the Borrower by consolidation
or merger or as a transferee of its assets, any earnings of such successor prior to such consolidation, merger or transfer of assets;
(8) any deferred credit representing the excess of equity in any Subsidiary at the date of acquisition of such Subsidiary over the cost
to the Borrower or any of its Subsidiaries of the investment in such Subsidiary; and (9) any foreign currency translation gains or losses
(including gains or losses related to currency remeasurements of Indebtedness).


 


 


 


 






    	 	19	 



     


    

 


“EEA Financial Institution” means
(a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution
Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition,
or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a)
or (b) of this definition and is subject to consolidated supervision with its parent.


 


“EEA Member Country” means any
of the member states of the European Union, Iceland, Liechtenstein, and Norway.


 


“EEA Resolution Authority” means
any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including
any delegee) having responsibility for the resolution of any EEA Financial Institution.


 


“Eligible Affiliate Assignee”
shall mean (a) with respect to any Lender, an Affiliate thereof that is: (i) a commercial bank or financial institution organized under
the laws of the United States, or any state thereof, and having total assets in excess of $1,000,000,000; (ii) a commercial bank or financial
institution organized under the laws of France, Germany, the Netherlands, Spain or the United Kingdom, or under the Laws of a political
subdivision of any such country, and having total assets in excess of $1,000,000,000; provided that such bank or institution is
acting through a branch or agency located in such country or the United States; or (iii) a commercial bank or financial institution organized
under the laws of any other country which is a member of the Organization for Economic Cooperation and Development, or under the laws
of a political subdivision of any such country, and having total assets in excess of $1,000,000,000; provided that such bank or
institution is acting through a branch or agency located in the United States, and (b) with respect to Goldman Sachs Bank USA, Goldman
Sachs Lending Partners LLC.


 


“Eligible Assignee” shall mean
(a) a commercial bank having total assets in excess of $1,000,000,000, (b) a finance company, insurance company or other financial institution
or fund, in each case reasonably acceptable to the Administrative Agent, which in the ordinary course of business extends credit of the
type contemplated herein or invests therein and has total assets in excess of $200,000,000 and whose becoming an assignee would not constitute
a prohibited transaction under Section 4975 of the Code or Section 406 of ERISA, (c) any Lender or any Affiliate of any Lender and (d) any
other financial institution reasonably satisfactory to the Administrative Agent; provided that “Eligible Assignee”
shall not include any Disqualified Institution, any natural person, the Borrower or any Affiliate of the Borrower.


 


“Eligible Collateral” shall mean
the Collateral; provided that if an Aircraft is Parked for more than thirty (30) days, such Aircraft shall be excluded from Eligible
Collateral in its entirety unless an Appraisal Report establishing the current Appraised Value of such Aircraft in its Parked condition
is (or has been) delivered to the Administrative Agent.


 


“Environmental Laws” shall mean
all applicable laws (including common law), statutes, rules, regulations, codes, ordinances, orders, decrees, judgments, injunctions or
legally binding requirements or agreements issued, promulgated or entered into by or with any Governmental Authority, relating to the
protection of environment, preservation or reclamation of natural resources, the handling, treatment, storage, disposal, Release into
the environment or threatened Release into the environment of, or human exposure to, any pollutants, contaminants or any toxic, radioactive
or otherwise hazardous materials.


 


 


 


 






    	 	20	 



     


    

 


“Environmental Liability” shall
mean any liability, contingent or otherwise, (including any liability for damages, natural resource damage, costs of environmental investigation,
remediation or monitoring or costs, fines or penalties) resulting from or based upon (a) violation of any Environmental Law, (b) the generation,
use, handling, transportation, storage, treatment, disposal or the arrangement for disposal of any Hazardous Materials, (c) human exposure
to any Hazardous Materials, (d) the Release or threatened Release of any Hazardous Materials into the environment or (e) any contract,
agreement, lease or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.


 


“Equity Interests” shall mean
shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or
other equity ownership interests in a Person (whether direct or indirect), and any warrants, options or other rights entitling the holder
thereof to purchase or acquire any such equity interest.


 


“ERISA” shall mean the Employee
Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated thereunder.


 


“ERISA Affiliate” shall mean any
trade or business (whether or not incorporated) that, together with the Borrower, is treated as (i) a single employer under Section 414(b)
or (c) of the Code, or (ii) solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer under
Section 414 of the Code, or that is under common control with the Borrower within the meaning of Section 4001 of ERISA.


 


“Escrow Accounts” shall mean (1)
accounts of the Borrower or any Subsidiary, solely to the extent any such accounts hold funds set aside by the Borrower or any Subsidiary
(plus accrued interest thereon) to manage the collection and payment of amounts collected, withheld or incurred by the Borrower or such
Subsidiary for the benefit of third parties relating to: (a) federal income tax withholding and backup withholding tax, employment taxes,
transportation excise taxes and security related charges, (b) any and all state and local income tax withholding, employment taxes and
related charges and fees and similar taxes, charges and fees, including, but not limited to, state and local payroll withholding taxes,
unemployment and supplemental unemployment taxes, disability taxes, workman’s or workers’ compensation charges and related
charges and fees, (c) state and local taxes imposed on overall gross receipts, sales and use taxes, fuel excise taxes and hotel occupancy
taxes, (d) passenger facility fees and charges collected on behalf of and owed to various administrators, institutions, authorities, agencies
and entities, (e) other similar federal, state or local taxes, charges and fees (including without limitation any amount required to be
withheld or collected under applicable law) and (f) other funds held in trust for, or otherwise segregated for the benefit of, an identified
beneficiary; in each case, held in escrow accounts, agent accounts, trust funds or other segregated accounts; or (2) accounts, capitalized
interest accounts, debt service reserve accounts, escrow accounts and other similar accounts or funds established in connection with the
ARB Indebtedness.


 


“EU Bail-In Legislation Schedule”
means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor Person), as in effect from time to
time.


 


“Euro” or “€”
shall mean the official currency of the European Economic and Monetary Union.


 


“Eurodollar”, when used in reference
to any Revolving Loan or Borrowing, refers to whether such Revolving Loan, or the Revolving Loans comprising such Borrowing, are bearing
interest at a rate determined by reference to the LIBO Rate.


 


 


 


 






    	 	21	 



     


    

 


“Eurodollar Tranche” shall mean
the collective reference to Eurodollar Revolving Loans under a particular Revolving Facility the then current Interest Periods with respect
to all of which begin on the same date and end on the same later date (whether or not such Revolving Loans shall originally have been
made on the same day).


 


“Event of Default”
shall have the meaning given to such term in ‎Section 7.


 


“Event of Loss” shall have the
meaning given such term in the Aircraft Mortgage.


 


“Exchange Act” shall mean the
Securities Exchange Act of 1934, as amended.


 


“Exchange Rate” shall mean on
any day with respect to any currency other than Dollars, the rate at which such currency may be exchanged into Dollars, as set forth at
approximately 11:00 a.m. (London time) on such day on the Reuters World Currency Page for such currency; in the event that such rate
does not appear on any Reuters World Currency Page, the Exchange Rate shall be determined by reference to such other publicly available
service for displaying exchange rates as may be agreed upon by the Administrative Agent and the Borrower, or, in the absence of such agreement,
such Exchange Rate shall instead be the arithmetic average of the spot rates of exchange of the Administrative Agent in the market where
its foreign currency exchange operations in respect of such currency are then being conducted, at or about 10:00 a.m. (New York City
time) on such date for the purchase of Dollars for delivery two (2) Business Days later; provided, however, that if at any
time of any such determination, for any reason, no such spot rate is being quoted, the Administrative Agent may use any reasonable method
it deems appropriate to determine such rate, and such determination shall be conclusive absent manifest error.


 


“Excluded Taxes” shall mean, with
respect to the Administrative Agent, any Lender, any Issuing Lender or any other recipient of any payment to be made by or on account
of any Obligation of the Borrower hereunder or under any Loan Document, (a) income or franchise Taxes imposed on (or measured by) its
net income however denominated by the United States of America or any political subdivision thereof or by the jurisdiction under the laws
of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable
lending office is located or any political subdivision thereof, (b) any Taxes imposed as a result of a present or former connection between
such recipient and the jurisdiction imposing such taxes (other than a connection arising solely from such recipient’s having executed,
delivered, enforced, become a party to, performed its obligations under, received payments under, received or perfected a security interest
under, or engaged in any other transaction pursuant to, or enforced, this Agreement or any Loan Document), (c) any branch profits taxes
imposed by the United States of America or any similar tax imposed by any other jurisdiction in which such recipient is located, (d) in
the case of a Foreign Lender, any withholding tax that is imposed on amounts payable to such Foreign Lender at the time such Foreign Lender
becomes a party to this Agreement (or designates a new lending office), except to the extent that such Foreign Lender (or its assignor,
if any) was entitled, immediately before designation of a new lending office (or assignment), to receive additional amounts from the Borrower
with respect to such withholding tax pursuant to Section 2.16(a), (e) in the case of a Lender, any withholding tax that is attributable
to such Lender’s failure to comply with Section 2.16(f) or 2.16(g) and (f) any withholding tax that is imposed by reason of FATCA.


 


“Existing Barclays Credit Agreement”
shall mean that certain Credit and Guaranty Agreement dated as of October 18, 2012 among the Borrower, the subsidiary guarantors from
time to time party thereto, the lenders from time to time party thereto and Barclays Bank PLC, as administrative agent, as amended prior
to the date hereof.


 


 


 


 






    	 	22	 



     


    

 


“Existing JPM Credit Agreement”
shall mean that certain Credit and Guaranty Agreement dated as of August 24, 2015 among the Borrower, the subsidiary guarantors from time
to time party thereto, the lenders and issuing banks from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative
agent, as amended prior to the date hereof.


 


“Existing Letters of Credit” shall
mean each letter of credit issued prior to the Amendment No. 1 Effective Date and described in Schedule 1.01.


 


“Extended Revolving Credit Commitments”
shall have the meaning given to such term in ‎Section 2.29(a).


 


“Extending Lender” shall have
the meaning given to such term in ‎Section 2.29(a).


 


“Extension Agreement” shall have
the meaning given to such term in ‎Section 2.29(b).


 


“Extension Request” shall have
the meaning given to such term in ‎Section 2.29(a).


 


“FAA” shall mean the Federal Aviation
Administration of the United States of America and any successor thereto.


 


“FAA Slot” shall mean, in the
case of airports in the United States, at any time, the right and operational authority to conduct one Instrument Flight Rule (as defined
in Title 14) scheduled landing or take-off operation at a specific time or during a specific time period at any airport at which landings
or take-offs are restricted, including, without limitation, slots and operating authorizations, whether pursuant to FAA or DOT regulations
or orders pursuant to Title 14, Title 49 or other federal statutes now or hereinafter in effect.


 


“FATCA” shall mean Sections 1471
through 1474 of the Code, as of the date of this Agreement, any amended or successor provisions that are substantively similar thereto,
any regulations or official interpretations thereof, any agreements entered into pursuant to Section 1471(b) of the Code, and any intergovernmental
agreements with the United States with respect thereto and any laws or regulations implementing such intergovernmental agreement.


 


“FCA” has the meaning assigned
to such term in ‎Section 1.04.


 


“Federal Funds Effective Rate”
shall mean, for any day, the rate calculated by the NYFRB based on such day’s federal funds transactions by depositary institutions,
as determined in such manner as the NYFRB shall set forth on its public website from time to time, and published on the next succeeding
Business Day by the NYFRB as the effective federal funds rate, provided that if the Federal Funds Effective Rate as so determined
would be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement.


 


“Fees” shall collectively mean
the Commitment Fees, Letter of Credit Fees, the Upfront Fees  and other fees referred
to in ‎Section 2.19.


 


“Fifth-Freedom Rights” shall mean
the operational right to enplane passenger traffic and cargo in a foreign country and deplane it in another foreign country, including
any such right pursuant to a bilateral treaty between the United States and a foreign country.


 


“Fitch” means Fitch, Inc., also
known as Fitch Ratings, and its successors.


 


 


 


 






    	 	23	 



     


    

 


“Finance Lease Obligation” shall
mean, as applied to any Person, an obligation that is required to be accounted for as a finance or capital lease (and not an operating
lease) on both the balance sheet and income statement for financial reporting purposes in accordance with GAAP. At the time any determination
thereof is to be made, the amount of the liability in respect of a finance or capital lease would be the amount required to be reflected
as a liability on such balance sheet (excluding the footnotes thereto) in accordance with GAAP.


 


“Floor” means the benchmark
rate floor, if any, provided in this Agreement initially (as of the execution of this Agreement, the modification, amendment or renewal
of this Agreement or otherwise) with respect to the Adjusted Term SOFR Rate or the Adjusted Daily Simple SOFR, as applicable. For the
avoidance of doubt the initial Floor for each of the Adjusted Term SOFR Rate or the Adjusted Daily Simple SOFR shall be 1.00%.


 


“Foreign Aviation Authorities”
shall mean any foreign governmental, quasi-governmental, regulatory or other agency, public corporation or private entity that exercises
jurisdiction over the authorization (a) to serve any foreign point on each of the Routes and/or to conduct operations related to the Routes
and Supporting Route Facilities and/or (b) to hold and operate any Foreign Slots.


 


“Foreign Lender” shall mean any
Lender that is organized under the laws of a jurisdiction other than that in which the Borrower is located. For purposes of this definition,
the United States of America, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.


 


“Foreign Slot” shall mean all
of the rights and operational authority, now held or hereafter acquired, of the Borrower to conduct one (1) landing or takeoff operation
during a specific hour or other period at each non-United States airport served in conjunction with the Borrower’s operations over
a Route, other than “slots” which have been permanently allocated to another air carrier and in which the Borrower holds temporary
use rights.


 


“GAAP” shall mean generally accepted
accounting principles set forth in the statements and pronouncements of the Financial Accounting Standards Board or in such other statements
by such other entity as have been approved by a significant segment of the accounting profession, which are in effect from time to time,
in each case applied in accordance with ‎Section 1.03.


 


“Gate Interests” shall mean all
of the right, title, privilege, interest, and authority now or hereafter acquired or held by the Borrower in connection with the right
to use or occupy holdroom and passenger boarding and deplaning space in any airport terminal at which the Borrower conducts scheduled
operations.


 


“Governmental Authority” shall
mean the government of the United States of America, any other nation or any political subdivision thereof, whether state or local, and
any agency, authority, instrumentality, regulatory body, court, central bank organization, or other entity exercising executive, legislative,
judicial, taxing or regulatory powers or functions of or pertaining to government. Governmental Authority shall not include any Person
in its capacity as an Airport Authority.


 


 


 


 






    	 	24	 



     


    

 


“Guarantee” of or by any Person
(the “guarantor”) shall mean any obligation, contingent or otherwise, of the guarantor guaranteeing or having the economic
effect of guaranteeing any Indebtedness or other obligation of any other Person (the “primary obligor”) in any manner,
whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (a) to purchase or pay (or advance
or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to advance or supply funds for
the purchase of) any security for the payment thereof, (b) to purchase or lease property, securities or services for the purpose
of assuring the owner of such Indebtedness or other obligation of the payment thereof, (c) to maintain working capital, equity capital
or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness
or other obligation or (d) as an account party in respect of any letter of credit or letter of guaranty issued to support such Indebtedness
or obligation; provided that the term Guarantee shall not include (i) endorsements for collection or deposits or (ii) customary
contractual indemnities in commercial agreements, in each case in the ordinary course of business and consistent with past practice. The
amount of any obligation relating to a Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the primary
obligation in respect of which such Guarantee is made (or, if less, the maximum reasonably anticipated liability for which such Person
may be liable pursuant to the terms of the instrument evidencing such Guarantee) or, if not stated or determinable, the maximum reasonably
anticipated liability in respect thereof (assuming such Person is required to perform) as determined by the guarantor in good faith.


 


“Hazardous Materials” shall mean
all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum
or petroleum distillates, asbestos or asbestos containing materials, polychlorinated biphenyls, and radon gas, and all other substances
that are regulated as hazardous pursuant to, or, due to their hazardous qualities, could reasonably be expected to give rise to liability
under any Environmental Law.


 


“Hedging Agreement” shall mean
any agreement evidencing Hedging Obligations.


 


“Hedging Obligations” shall mean,
with respect to any Person, all obligations and liabilities of such Person under (1) interest rate swap agreements (whether from fixed
to floating or from floating to fixed), interest rate cap agreements and interest rate collar agreements; (2) other swap or derivative
agreements or arrangements designed to manage interest rates or interest rate risk; and (3) other swap or derivative agreements or arrangements
designed to protect such Person against fluctuations in currency exchange rates, fuel prices or other commodity prices.


 


“Impacted Interest Period” shall
have the meaning assigned to it in the definition of “LIBO Rate”.


 


“Increase Effective Date” shall
have the meaning given to such term in ‎Section 2.28(a).


 


“Increase Joinder” shall have
the meaning given to such term in ‎Section 2.28(c).


 


“Incremental Commitments” shall
have the meaning given to such term in ‎Section 2.28(a).


 


“Incremental Lender” shall have
the meaning given to such term in ‎Section 2.28(a).


 


 


 


 






    	 	25	 



     


    

 


“Indebtedness” of any Person shall
mean, without duplication, (a) all obligations of such Person for borrowed money (including in connection with deposits or advances),
(b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such Person
under conditional sale or other title retention agreements relating to property acquired by such Person, (d) all obligations of such
Person in respect of the deferred purchase price of property or services (excluding current accrued expenses incurred and current accounts
payable, in each case in the ordinary course of business), (e) all Indebtedness of others secured by (or for which the holder of
such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property owned or acquired by such Person,
whether or not the Indebtedness secured thereby has been assumed, (f) all Guarantees by such Person of Indebtedness of others, (g) Finance
Lease Obligations, (h) all obligations, contingent or otherwise, of such Person as an account party in respect of letters of credit
and letters of guaranty, (i) all obligations, contingent or otherwise, of such Person in respect of bankers’ acceptances and (j)
all obligations in respect of Hedging Agreements valued at the amount equal to what would be payable by such Person to its counterparty
to such Hedging Agreements if such Hedging Agreements were terminated early on such date of determination. The Indebtedness of any Person
shall include the Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent
such Person is liable therefor as a result of such Person’s ownership interest in or other relationship with such entity, except
to the extent the terms of such Indebtedness provide that such Person is not liable therefor.


 


“Indemnified Taxes” shall mean
Taxes (other than Excluded Taxes) imposed on or with respect to any payments made by the Borrower under this Agreement or any other Loan
Document.


 


“Indemnitee” shall have the meaning
given to such term in ‎Section 10.04(b).


 


“Initial Appraisal Report” shall
mean the Valuation Report, dated March 16, 2018, by Morten Beyer & Agnew.


 


“Interest Election Request” shall
mean a request by the Borrower to convert or continue a Borrowing in accordance with ‎Section 2.05.


 


“Interest Expense” shall mean,
for any period, the gross cash interest expense (including the interest component of Finance Lease Obligations), of the Borrower and its
Subsidiaries on a consolidated basis for such period, all as determined in accordance with GAAP.


 


“Interest Payment Date” shall
mean (a) as to any Eurodollar Revolving Loan having an Interest Period of one (1) or three (3) months, the last day of such Interest Period,
(b) as to any Eurodollar Revolving Loan having an Interest Period of more than three (3) months, each day that is three (3) months, or
a whole multiple thereof, after the first day of such Interest Period and the last day of such Interest Period and,
(c) with respect to ABR Revolving Loans, the last Business Day of each March, June, September and December.
and (d) with respect to any Term Benchmark Revolving Loan, the last day of each Interest Period applicable
to the Borrowing of which such Revolving Loan is a part and, in the case of a Term Benchmark Borrowing with an Interest Period of more
than three (3) months’ duration, each day prior to the last day of such Interest Period that occurs at intervals of three months’
duration after the first day of such Interest Period, and the applicable Revolving Facility Maturity Date.


 


 


 


 






    	 	26	 



     


    

 


“Interest Period” shall mean,
(a) as to any Borrowing of Eurodollar Revolving Loans, the period commencing on the date of such
Borrowing (including as a result of a conversion from ABR Revolving Loans) or on the last day of the preceding Interest Period applicable
to such Borrowing and ending on the numerically corresponding day (or if there is no corresponding day, the last day) in the calendar
month that is one (1), three (3) or six (6) months (or, if available to all applicable Lenders, twelve
(12) months) thereafter, as the Borrower may elect in the related notice delivered pursuant to Section 2.03 or 2.05; provided
that (i) if any Interest Period would end on a day which shall not be a Business Day, such Interest Period shall be extended to the next
succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period
shall end on the next preceding Business Day, and (ii) no Interest Period shall end later than the applicable Termination Date.
and, (b) as to any Borrowing of Term Benchmark Revolving Loans, the period commencing on the date of such
Borrowing (including as a result of a conversion from ABR Revolving Loans) or on the last day of the preceding Interest Period applicable
to such Borrowing and ending on the numerically corresponding day (or if there is no corresponding day, the last day) in the calendar
month that is one (1), three (3) or six (6) months thereafter (in each case, subject to the availability for the Benchmark applicable
to the relevant Revolving Loan or Commitment), as the Borrower may elect in the related notice delivered pursuant to Section 2.03 or 2.05;
provided that (i) if any Interest Period would end on a day which shall not be a Business Day, such Interest Period shall be extended
to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such
Interest Period shall end on the next preceding Business Day, (ii) no Interest Period shall end later than the applicable Termination
Date and (iii) no tenor that has been removed from this definition pursuant to Section 2.09(g) shall be available for specification in
such Borrowing Request or Interest Election Request.


 


“International Interest” shall
mean an “international interest” as defined in the Cape Town Convention.


 


“International Registry” shall
mean the “International Registry” as defined in the Cape Town Convention.


 


“Interpolated Rate” shall mean,
at any time, for any Interest Period, the rate per annum (rounded to the same number of decimal places as the LIBO Screen Rate) determined
by the Administrative Agent (which determination shall be conclusive and binding absent manifest error) to be equal to the rate that results
from interpolating on a linear basis between: (a) the LIBO Screen Rate for the longest period for which the LIBO Screen Rate is available
that is shorter than the Impacted Interest Period; and (b) the LIBO Screen Rate for the shortest period for which that LIBO Screen Rate
is available) that exceeds the Impacted Interest Period, in each case, at such time.


 


“Investment Property” shall have
the meaning given to such term in the UCC.


 


“Issuing Lender” shall mean (i)
in respect of the LC Tranche Facility, each of JPMorgan Chase Bank, N.A., Barclays Bank PLC, Citibank, N.A., Deutsche Bank AG New York
Branch, Standard Chartered Bank, Credit Agricole Corporate and Investment Bank and any other Lender agreeing to be an issuer of Letters
of Credit thereunder, in such capacity (which Lender shall be reasonably satisfactory to the Borrower and the Administrative Agent), and
its successors in such capacity as provided in ‎Section 2.02(i) and (ii) in respect of the 2024 Revolving Facility and 20232025
Revolving Facility, each Lender agreeing to be an issuer of Letters of Credit thereunder, in such capacity (which Lender shall be reasonably
satisfactory to the Borrower and the Administrative Agent), and its successors in such capacity as provided in ‎Section 2.02(i). Each
Issuing Lender may, in its reasonable discretion, arrange for one or more Letters of Credit to be issued by Affiliates of such Issuing
Lender reasonably acceptable to the Borrower, in which case the term “Issuing Lender” shall include any such Affiliate with
respect to Letters of Credit issued by such Affiliate.


 


“JFK” shall mean New York’s
John F. Kennedy (JFK) International Airport.


 


“JPMCB” shall have the meaning
set forth in the first paragraph of this Agreement.


 


“LC Disbursement” shall mean a
payment made by an Issuing Lender pursuant to a Letter of Credit issued by it.


 


 


 


 






    	 	27	 



     


    

 


“LC Exposure” shall mean, at any
time, the sum of (a) the aggregate maximum undrawn Dollar Amount of all outstanding Letters of Credit at such time plus (b) the
aggregate Dollar Amount of all LC Disbursements that have not yet been reimbursed by or on behalf of the Borrower at such time. The LC
Exposure of any Lender at any time shall be (i) with respect to the LC Tranche Facility, its LC Tranche Commitment Percentage of the total
LC Exposure under the LC Tranche Facility at such time, (ii) with respect to the 2024 Revolving Facility, its 2024 Revolving Commitment
Percentage of the total LC Exposure under the 2024 Revolving Facility at such time and (iii) with respect to the 20232025
Revolving Facility, its 20232025 Revolving Commitment
Percentage of the total LC Exposure under the 20232025
Revolving Facility at such time.


 


“LC Tranche Commitment” shall
mean the commitment of each Lender to participate in Letters of Credit in respect of the LC Tranche Facility hereunder in an aggregate
principal and/or face amount not to exceed the amount set forth under the heading “LC Tranche Commitment” opposite its name
on Schedule 2.01 hereto or in the Assignment and Acceptance pursuant to which such Lender became a party hereto, as the same may be changed
from time to time pursuant to the terms hereof. As the context may require and to the extent contemplated by the relevant amendment establishing
any other Class of revolving commitments hereunder, LC Tranche Commitment shall include such other Class of revolving commitments.


 


“LC Tranche Commitment Percentage”
shall mean, at any time, with respect to each Lender, the percentage obtained by dividing its LC Tranche Commitment at such time by the
Total LC Tranche Commitment or, if the LC Tranche Commitments have been terminated, the LC Tranche Commitment Percentage of such Lender
that existed immediately prior to such termination.


 


“LC Tranche Extensions of Credit”
shall mean, as to any Lender at any time, an amount equal to such Lender’s LC Tranche Commitment Percentage of the LC Exposure with
respect to the LC Tranche Facility then outstanding.


 


“LC Tranche Facility” shall have
the meaning set forth in clause (a) of the definition of “Revolving Facility” in this ‎Section 1.01.


 


“LC Tranche Facility Maturity Date”
shall mean (a) as of the Amendment No. 2 Effective Date, with respect to LC Tranche Commitments that have not been extended pursuant to
‎Section 2.29(a), April 19, 2024, (b) with respect to Extended Revolving Credit Commitments under the LC Tranche Facility, the final
maturity date therefor as specified in the applicable Extension Agreement and (c) with respect to any commitments under a Refinancing
Revolving Facility with respect to the LC Tranche Facility, the final maturity date therefor specified in the applicable Refinancing Amendment.


 


“LC Tranche Facility Termination Date”
shall mean the earlier to occur of (a) the LC Tranche Facility Maturity Date with respect to the applicable Revolving Commitments and
(b) the date of any acceleration of the Letters of Credit under the LC Tranche Facility and termination of the LC Tranche Commitments
in accordance with the terms hereof.


 


“Lenders” shall have the meaning
set forth in the first paragraph of this Agreement.


 


“Letter of Credit” shall mean
any irrevocable letter of credit issued pursuant to ‎Section 2.02, which letter of credit shall be (i) a standby letter of credit,
(ii) issued for general corporate purposes of the Borrower or any Subsidiary, (iii) denominated in Dollars or any Alternative Currency
and (iv) otherwise in such form as may be reasonably approved from time to time by the Administrative Agent and the applicable Issuing
Lender. The Letters of Credit under the LC Tranche Facility shall be deemed to include all Existing Letters of Credit.


 


“Letter of Credit Fees” shall
mean the fees payable in respect of Letters of Credit pursuant to ‎Section 2.21.


 


 


 


 






    	 	28	 



     


    

 


“LIBO Rate” shall mean, with respect
to any Eurodollar Borrowing for any Interest Period, the LIBO Screen Rate at approximately 11:00 a.m., London time, two (2) Business Days
prior to the commencement of such Interest Period; provided that if the LIBO Screen Rate shall not be available at such time for
such Interest Period (an “Impacted Interest Period”) then the LIBO Rate shall be the Interpolated Rate.


 


“LIBO Screen Rate” shall mean,
for any day and time, with respect to any Eurodollar Borrowing for any Interest Period, the London interbank offered rate as administered
by ICE Benchmark Administration (or any other Person that takes over the administration of such rate for U.S. Dollars for a period equal
in length to such Interest Period as displayed on such day and time on pages LIBOR01 or LIBOR02 of the Reuters screen that displays such
rate (or, in the event such rate does not appear on a Reuters page or screen, on any successor or substitute page on such screen that
displays such rate, or on the appropriate page of such other information service that publishes such rate from time to time as selected
by the Administrative Agent in its reasonable discretion); provided that if the LIBO Screen Rate as so determined would be less
than 1.00%, such rate shall be deemed to be 1.00% for the purposes of this Agreement.


 


“Lien” shall mean (a) any mortgage,
deed of trust, pledge, deed to secure debt, hypothecation, security interest, International Interest, Prospective International Interest,
easement (including, without limitation, reciprocal easement agreements and utility agreements), rights-of-ways, reservations, encroachments,
zoning and other land use restrictions, claim or any other title defect, lease, encumbrance, restriction, lien or charge of any kind whatsoever
and (b) the interest of a vendor or a lessor under any conditional sale, capital lease or other title retention agreement (or any Finance
Lease Obligations having substantially the same economic effect as any of the foregoing, but in any event not in respect of any Non-Finance
Lease Obligations).


 


“Loan Documents” shall mean this
Agreement, the Letters of Credit (including applications for Letters of Credit and related reimbursement agreements), each Collateral
Document and any other instrument or agreement (which is designated as a Loan Document therein) executed and delivered by the Borrower
to the Administrative Agent, the Collateral Agent, any Issuing Lender or any Lender, in each case, as the same may be amended, restated,
modified, supplemented, extended or amended and restated from time to time in accordance with the terms hereof.


 


“Material Adverse Change” shall
mean any event, development or circumstance that has had or would reasonably be expected to have a Material Adverse Effect.


 


“Material Adverse Effect” shall
mean a material adverse effect on (a) the business, operations or financial condition of the Borrower and its Subsidiaries, taken as a
whole, (b) the validity or enforceability of the Loan Documents or the rights or remedies of the Administrative Agent, the Collateral
Agent and the Lenders thereunder, or (c) the ability of the Borrower to pay the obligations under the Loan Documents.


 


“Material Indebtedness” shall
mean Indebtedness (other than the Revolving Loans and Letters of Credit) of the Borrower in an aggregate principal amount exceeding $200,000,000.


 


“Material Subsidiary” means, at
any time, any Subsidiary of the Borrower having at such time (i) total assets, as of the last day of the most recently ended fiscal quarter
for which the Borrower’s annual or quarterly financial statements have been most recently required to have been delivered pursuant
to Section 5.01, having a net book value greater than or equal to 10% of the total assets of the Borrower and all of its Subsidiaries
on a consolidated basis (as shown on the most recent balance sheet of the Borrower delivered pursuant to Section 5.01 or, if available
earlier and delivered to the Administrative Agent, the balance sheet that is internally available for the then most recently ended fiscal
quarter or fiscal year, as applicable), (ii) total revenue, as of the last day of the most recently ended fiscal quarter for which the
Borrower’s annual or quarterly financial statements have been most recently required to have been delivered pursuant to Section
5.01, greater than or equal to 10% of the total revenue of the Borrower and all of its Subsidiaries on a consolidated basis (as shown
on the most recent income statement of the Borrower delivered pursuant to Section 5.01 or, if available earlier and delivered to the Administrative
Agent, the income statement that is internally available for the then most recently ended fiscal quarter or fiscal year, as applicable)
or (iii) any Collateral.


 


 


 






    	 	29	 



     


    

 


“Maximum Rate”
shall have the meaning given such term in ‎Section 2.24.


 


“Moody’s” shall mean Moody’s
Investors Service, Inc. (or any successor thereto).


 


“Mortgage Supplements” shall have
the meaning set forth in the Aircraft Mortgage.


 


“Multiemployer Plan” shall mean
a “multiemployer plan” as defined in Section 4001(a)(3) of ERISA, which is maintained or contributed to by (or to which there
is an obligation to contribute of) the Borrower or a Subsidiary of the Borrower or an ERISA Affiliate, and each such plan for the five-year
period immediately following the latest date on which the Borrower, or a Subsidiary of the Borrower or an ERISA Affiliate maintained,
contributed to or had an obligation to contribute to such plan.


 


“Multiple Employer Plan” shall
mean a Single Employer Plan, which is maintained for employees of the Borrower or an ERISA Affiliate and at least one (1) person (as defined
in Section 3(9) of ERISA) other than the Borrower and its ERISA Affiliates and in respect of which the Borrower or an ERISA Affiliate
could have liability, contingent or otherwise, under ERISA.


 


“Non-Defaulting Lender” shall
mean, at any time, a Lender that is not a Defaulting Lender.


 


“Non-Extending Lender” shall have
the meaning given to such term in ‎Section 2.29(c).


 


“Non-Finance Lease Obligations”
shall mean a lease obligation that is not required to be accounted for as a finance or capital lease on both the balance sheet and the
income statement for financial reporting purposes in accordance with GAAP. An operating lease shall be considered a Non-Finance Lease
Obligation.


 


“NYFRB” shall mean the Federal
Reserve Bank of New York.


 


“NYFRB Rate” shall mean, for any
day, the greater of (a) the Federal Funds Effective Rate in effect on such day and (b) the Overnight Bank Funding Rate in effect on such
day (or for any day that is not a Business Day, for the immediately preceding Business Day); provided that if none of such rates
are published for any day that is a Business Day, the term “NYFRB Rate” means the rate for a federal funds transaction quoted
at 11:00 a.m. on such day received by the Administrative Agent from a federal funds broker of recognized standing selected by it; provided,
further, that if any of the aforesaid rates as so determined would be less than zero, such rate shall be deemed to be zero for
purposes of this Agreement.


 


“NYFRB’s Website” means
the website of the NYFRB at http://www.newyorkfed.org, or any successor source.


 


 


 


 






    	 	30	 



     


    

 


“Obligations” shall mean the unpaid
principal of and interest on (including interest, reasonable fees and reasonable out-of-pocket costs accruing after the maturity of the
Revolving Loans and interest, reasonable fees and reasonable out-of-pocket costs accruing after the filing of any petition of bankruptcy,
or the commencement of any insolvency, reorganization or like proceeding, relating to the Borrower, whether or not a claim for post-filing
or post-petition interest, fees or costs is allowed in such proceeding) the Revolving Loans and all other obligations and liabilities
of the Borrower to any Agent, any Issuing Lender or any Lender (or, in the case of Designated Hedging Obligations and Designated Banking
Product Obligations, any Person who was a Lender or an Affiliate of a Lender when the related Designated Hedging Agreement or Designated
Banking Product Agreement was entered into), whether direct or indirect, absolute or contingent, due or to become due, or now existing
or hereafter incurred, which arise under, out of, or in connection with, this Agreement, any other Loan Document, any Letters of Credit,
any Designated Hedging Agreement, any Designated Banking Product Agreement, or any other document made, delivered or given in connection
herewith or therewith, whether on account of principal, interest, reimbursement obligations, reasonable fees, indemnities, reasonable
out-of-pocket costs, reasonable and documented out-of-pocket expenses (including all reasonable fees, charges and disbursements of counsel
to any Agent, any Issuing Lender or any Lender that are required to be paid by the Borrower pursuant hereto) or otherwise; provided,
however, that the aggregate amount of all Designated Hedging Obligations and Designated Banking Product Obligations (in each case,
valued in accordance with the definitions thereof) at any time outstanding that shall be included as “Obligations” shall not
exceed $500,000,000.


 


“Officer’s Certificate”
shall mean a certificate executed by a Responsible Officer of the Borrower in his/her capacity as such.


 


“Other Benchmark Rate Election”
means, if the then-current Benchmark is the LIBO Rate, the occurrence of:


 


(a) a request by the Borrower to the Administrative
Agent to notify each of the other parties hereto that, at the determination of the Borrower, Dollar-denominated syndicated credit facilities
at such time contain (as a result of amendment or as originally executed), in lieu of a LIBOR-based rate, a term benchmark rate as a benchmark
rate, and


 


(b) the Administrative Agent, in its sole discretion,
and the Borrower jointly elect to trigger a fallback from the LIBO Rate and the provision, as applicable, by the Administrative Agent
of written notice of such election to the Borrower and the Lenders.


 


“Other Taxes” shall mean any and
all present or future stamp, mortgage, intangible, documentary, recording or filing taxes or any other similar taxes, charges or similar
levies arising from any payment made hereunder or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement
or any other Loan Document, except any such Taxes that are imposed with respect to an assignment.


 


“Outstanding Letters of Credit”
shall have the meaning given such term in ‎Section 2.02(j).


 


“Overnight Bank Funding Rate” shall mean, for any
day, the rate comprised of both overnight federal funds and overnight Eurodollar borrowingseurodollar
transactions denominated in Dollars by U.S.-managed banking offices of depository institutions, as such composite rate shall
be determined by the NYFRB as set forth on its public website from time to time, and published on the next succeeding Business Day by
the NYFRB as an overnight bank funding rate.


 


“Pacific Route FAA Slots” shall
have the meaning given to such term in the SGR Security Agreement.


 


 


 


 






    	 	31	 



     


    

 


“Pacific Route Foreign Slots”
shall have the meaning given to such term in the SGR Security Agreement.


 


“Pacific Routes” shall have the
meaning given to such term in the SGR Security Agreement.


 


“Parent Company” shall mean, with
respect to a Lender, the bank holding company (as defined in Federal Reserve Board Regulation Y), if any, of such Lender, and/or any Person
owning, beneficially or of record, directly or indirectly, a majority of the shares of such Lender.


 


“Parked” shall mean, as to any
Aircraft, that such Aircraft has been removed from service, other than Aircraft temporarily grounded for maintenance being actively conducted.


 


“Participant” shall
have the meaning given to such term in ‎Section 10.02(d).


 


“Participant Register” shall have
the meaning given to such term in ‎Section 10.02(d).


 


“Patriot Act” shall mean the Uniting
and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (USA PATRIOT Act) of 2001, Title
III of Pub. L. 107-56, signed into law on October 26, 2001 or any subsequent legislation that amends, supplements or supersedes such Act.


 


“Payroll Accounts” shall mean
depository accounts used only for payroll.


 


“PBGC” shall mean the Pension
Benefit Guaranty Corporation, or any successor agency or entity performing substantially the same functions.


 


“Permitted Disposition” shall
mean:


 


(a)       (i)
the sale or lease of Spare Parts in the ordinary course of business (and, in the case of any such lease, consistent with past practices)
and (ii) swaps, exchanges, interchange or pooling of assets or, in the case of Aircraft Collateral, other transfers of possession (subject
to the limitations set forth in the Aircraft Mortgage) in the ordinary course of business.


 


(b)       the
Disposition of cash or Cash Equivalents constituting Collateral in exchange for other cash or Cash Equivalents constituting Collateral
and having reasonably equivalent value therefor;


 


(c)       sales
or dispositions of surplus, obsolete, negligible or uneconomical assets (other than Aircraft Collateral that is not Parts (as defined
in the Aircraft Mortgage)) no longer used in the business of the Borrower.


 


(d)       abandonment
of Slots, Gate Interests or Routes; provided that such abandonment is (A) in connection with the downsizing of any hub or facility
which does not materially and adversely affect the business of the Borrower and its Subsidiaries, taken as a whole, (B) in the ordinary
course of business consistent with past practices and does not materially and adversely affect the business of the Borrower and its Subsidiaries,
taken as a whole, or (C) reasonably determined by the Borrower to be of de minimis value; provided, further, that (x) after
giving effect to such abandonment, the Appraised Value of the remaining Collateral shall satisfy the Collateral Coverage Test and (y)
if the Collateral being removed constitutes at least 10% of the Appraised Value of all Slots, Gate Interests and Routes constituting Collateral,
then prior to effecting the removal, the Borrower shall have delivered an Officer’s Certificate to the Collateral Agent certifying
that, after giving effect to such removal, the Appraised Value of the Eligible Collateral shall satisfy the Collateral Coverage Test (it
being understood that such Appraised Value shall be based on the most recent Appraisal Report delivered under Section 5.09(a) or, solely
in the case of an abandonment pursuant to clause (B), based on an Appraisal Report of all such category of Eligible Collateral performed
at (or within 60 days before) the time of such abandonment);


 


 


 


 






    	 	32	 



     


    

 


(e)       exchange
of FAA Slots in the ordinary course of business (including seasonal adjustments to FAA Slots consistent with past practice) that in the
Borrower’s reasonable judgment are of reasonably equivalent value (so long as the FAA Slots received in such exchange constitute
Pacific Route FAA Slots and are pledged as “Collateral” for the Obligations);


 


(f)       the
termination of leases or airport use agreements in the ordinary course of business to the extent such terminations do not have a Material
Adverse Effect or a Collateral Material Adverse Effect;


 


(g)       any
other lease or sublease of, or use agreements with respect to, assets and properties that constitute Slots, Gate Interests or Routes in
the ordinary course of business and swap agreements with respect to Slots in the ordinary course of business and which lease, sublease,
use agreement or swap agreement (A) has a term of less than one year or (B) has a term of one year or longer; provided that if
the aggregate Appraised Value of all Slots, Gate Interests and Routes constituting Collateral leased or subleased pursuant to this subclause
(B) is equal to or greater than 10% of the Appraised Value of all Slots, Gate Interests and Routes constituting Collateral in the most
recent Appraisal Report delivered by the Borrower pursuant to Section 5.09, the Appraised Value of all Slots, Gate Interests and Routes
constituting Collateral, after giving pro forma effect to all outstanding leases, subleases, use agreements and swap agreements pursuant
to this subclause (B), would be not materially less than the Appraised Value of all Slots, Gate Interests and Routes constituting Collateral
in the most recent Appraisal Report delivered by the Borrower pursuant to Section 5.09, all as determined in good faith by the Borrower
and reflected in an Officers’ Certificate that is delivered to the Collateral Agent prior to entering into any such lease or sublease,
demonstrating, with reasonably detailed calculations, compliance with the provisions of this subclause (B) and detailing the arrangements
pursuant to which the Collateral Agent’s Liens on all Slots, Gate Interests and Routes constituting Eligible Collateral subject
to such lease or sublease are not materially adversely affected in the good faith determination of the Borrower; provided that
the aggregate Appraised Value of the Slots, Gate Interests or Routes so leased is less than 10% of the Appraised Value of the Eligible
Collateral;


 


(h)       any
single transaction or series of related transactions that involves assets having a fair market value of less than $50,000,000; provided
that the Appraised Value of the remaining Eligible Collateral shall satisfy the Collateral Coverage Test based on the most recently available
Appraisal Reports;


 


(i)       any
loss of or damage to property of the Borrower, (ii) any taking of property of the Borrower or (iii) an Event of Loss;


 


(j)       any
Permitted Lien;


 


(k)       assignments
of leases or granting of leases or subleases of Aircraft or engines to the extent permitted pursuant to the Aircraft Mortgage (including
any applicable Mortgage Supplement); and


 


(l)       substitutions
of engines or spare engines in accordance with the Aircraft Mortgage; provided that (i) such Replacement Engine (as defined in the Aircraft
Mortgage) is of at least equal fair market value and utility (without regard to hours and cycles) as the engine or spare engine it replaces
assuming such engine or spare engine had been maintained in the condition required by the Aircraft Mortgage, (ii) such Replacement Engine
shall be subject to a perfected Lien, having the same priority (subject only to Permitted Liens) as the Lien on such engine or spare engine
being replaced immediately prior to such substitution (and otherwise subject only to Permitted Liens), in favor of the Collateral Agent
for the benefit of the Secured Parties upon consummation of such substitution.


 


 


 


 






    	 	33	 



     


    

 


“Permitted Liens” shall have the
meaning given to such term in ‎Section 6.01.


 


“Person” shall mean any natural
person, corporation, division of a corporation, partnership, limited liability company, trust, joint venture, association, company, estate,
unincorporated organization, Airport Authority or Governmental Authority or any agency or political subdivision thereof.


 


“Plan” shall mean a Single Employer
Plan or a Multiple Employer Plan that is a pension plan subject to the provisions of Title IV of ERISA, Sections 412 or 430 of the Code
or Section 302 of ERISA.


 


“Plan Asset Regulations” means
of 29 CFR § 2510.3-101 et seq., as modified by Section 3(42) of ERISA, as amended from time to time.


 


“Prime Rate” shall mean the rate
of interest last quoted by The Wall Street Journal as the “Prime Rate” in the U.S. or, if The Wall Street Journal ceases to
quote such rate, the highest per annum interest rate published by the Federal Reserve Board in Federal Reserve Statistical Release H.15
(519) (Selected Interest Rates) as the “bank prime loan” rate or, if such rate is no longer quoted therein, any similar rate
quoted therein (as determined by the Administrative Agent) or any similar release by the Federal Reserve Board (as determined by the Administrative
Agent). Each change in the Prime Rate shall be effective from and including the date such change is publicly announced or quoted as being
effective.


 


“Professional User” shall have
the meaning given it in the Regulations and Procedures for the International Registry.


 


“Prospective Assignment” shall
have the meaning given in the Cape Town Convention.


 


“Prospective International Interest”
shall have the meaning given in the Cape Town Convention.


 


“Prospective Sale” shall have
the meaning given in the Cape Town Convention.


 


“Protocol” shall mean the Protocol
referred to in the defined term “Cape Town Convention.”


 


“Rating Agency” shall mean any
of S&P, Moody’s and Fitch.


 


“Ratings” shall mean as of any
date of determination, the corporate credit rating as determined by S&P, the corporate family rating as determined by Moody’s
or the corporate credit rating as determined by Fitch, as applicable, of the Borrower.


 


“Recipient” means (a) the Administrative
Agent, (b) any Lender, (c) any Issuing Lender or (d) any other recipient of any payment to be made by or on account of any Obligation
of the Borrower hereunder or under any Loan Document, as applicable.


 


 


 


 






    	 	34	 



     


    

 


“Reference Time” with respect
to any setting of the then-current Benchmark means (1a)
if such Benchmark is LIBO Rate, 11:00 a.m. (London time) on the day that is two London banking days preceding the date of such setting,
and (2b)
if such Benchmark is not LIBOthe Term SOFR Rate, 5:00 a.m.
(Chicago time) on the day that is two U.S. Government Securities Business Days preceding the date of such setting or (c) if such Benchmark
is none of LIBO Rate or Term SOFR Rate, the time determined by the Administrative Agent in its reasonable discretion.


 


“Refinancing Amendment” shall
have the meaning given to such term in ‎Section 10.08(e).


 


“Refinancing Debt” shall mean
Indebtedness (or commitments in respect thereof) incurred to refinance (whether concurrently or after any repayment or prepayment of any
such Indebtedness being refinanced) (a) commitments under the Revolving Facility or (b) Indebtedness (or commitments in respect thereof)
incurred pursuant to the preceding clause (a), in each case, from time to time, in whole or part, in the form of (i) one or more new revolving
credit facilities (each, a “Refinancing Revolving Facility”) made available under this Agreement with the consent (which
consent shall not be unreasonably withheld or delayed) of the Borrower and the Administrative Agent (to the extent such consent would
be required under Section 10.02(b) for an assignment of Revolving Loans to the applicable lender) and the lenders providing such financing
(and no other lenders) or (ii) one or more series of revolving credit facilities outside of this Agreement; provided that (A) any
Refinancing Debt shall not mature, and there shall be no scheduled commitment reductions or scheduled amortization payments under any
such Refinancing Debt, prior to the maturity date of the revolving commitments being refinanced, (B) the other terms and conditions of
such Refinancing Debt (excluding pricing, premium, maturity, scheduled amortization and optional prepayment or redemption provisions)
shall be customary market terms for indebtedness of such type, (C) after giving pro forma effect to the incurrence of Refinancing
Debt (to the extent of any drawings to be made thereunder on the date of effectiveness of the related commitments) and the application
of the net proceeds therefrom, the Borrower shall be in pro forma compliance with the Collateral Coverage Test, (D) there shall be no
additional direct or contingent obligors with respect to such Refinancing Debt, (E) the aggregate principal amount of such Refinancing
Debt shall not exceed the aggregate principal amount of the Indebtedness being refinanced plus accrued interest, fees and premiums (if
any) thereon and reasonable fees and expenses associated with the refinancing, (F) no Lender shall be obligated to provide any such Refinancing
Debt and (G) such Indebtedness may (i) rank pari passu in right of payment with the Obligations and be secured by the Collateral on a
pari passu basis with the Obligations, (ii) rank junior in right of payment with the Obligations and be secured by the Collateral on a
junior basis to the Obligations or (iii) be unsecured or secured by assets other than Collateral so long as, in the case of clauses (G)(i)
and (G)(ii), the holders of such Indebtedness have entered into an intercreditor agreement reasonably acceptable to the Administrative
Agent and the Borrower.


 


“Register” shall have the meaning
set forth in ‎Section 10.02(b)(iv).


 


“Regulations and Procedures for the International
Registry” shall mean the official English language text of the International Registry Procedures and Regulations issued by the
Supervisory Authority (as defined in the Cape Town Convention) pursuant to the Aircraft Protocol.


 


“Related Parties” shall mean,
with respect to any specified Person, such Person’s Affiliates and the respective directors, officers, partners, members, employees,
agents, advisors, trustees, managers and representatives of such Person and such Person’s Affiliates.


 


“Release” shall mean any spilling,
leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, or disposing into the environment.


 


 


 






    	 	35	 



     


    

 


“Relevant Governmental Body” means,
the Federal Reserve Board and/or the NYFRB, or a committee officially endorsed or convened by
the Federal Reserve Board and/or the NYFRB, 
or, in each case, any successor thereto.


 


“Relevant Rate” means (a)
with respect to any Eurodollar Revolving Loan Borrowing, the LIBO Rate and (b) with respect to
any Term Benchmark Borrowing, the Adjusted Term SOFR Rate, as applicable.


 


“Required 20232025
Lenders” shall mean, at any time, Lenders holding more than 50% of the Total 20232025
Revolving Commitments then in effect or, if the 20232025
Revolving Commitments have been terminated, the Total 20232025
Revolving Extensions of Credit then outstanding.


 


“Required 2024 Lenders” shall
mean, at any time, Lenders holding more than 50% of the Total 2024 Revolving Commitments then in effect or, if the 2024 Revolving Commitments
have been terminated, the Total 2024 Revolving Extensions of Credit then outstanding.


 


“Required LC Tranche Lenders”
shall mean, at any time, Lenders holding more than 50% of the Total LC Tranche Commitments then in effect or, if the LC Tranche Commitments
have been terminated, the Total LC Tranche Extensions of Credit then outstanding.


 


“Required Lenders” shall mean,
at any time, Lenders holding more than 50% of the Total Revolving Commitments then in effect or, if the Revolving Commitments have been
terminated, the Total Revolving Extensions of Credit then outstanding.


 


“Resolution Authority” means an EEA Resolution Authority
or, with respect to any UK Financial Institution, a UK Resolution Authority.


 


“Responsible Officer” shall mean
the chief executive officer, president, chief financial officer, treasurer, assistant treasurer, vice president, controller, chief accounting
officer, secretary or assistant secretary of the Borrower, but in any event, with respect to financial matters, the chief financial officer,
treasurer, assistant treasurer, controller or chief accounting officer of the Borrower.


 


“Restricted Payment” shall mean
any dividend or other distribution (whether in cash, securities or other property) with respect to any Equity Interests in the Borrower,
or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase,
redemption, retirement, acquisition, cancellation or termination of any Equity Interests in the Borrower.


 


“Revolving Availability Period”
shall mean, (a) with respect to the LC Tranche Facility, the period from and including the Amendment No. 1 Effective Date to but excluding
the LC Tranche Facility Termination Date, (b) with respect to the 2024 Revolving Facility, the period from and including the Closing Date
to but excluding the 2024 Revolving Facility Termination Date and (c) with respect to the 20232025
Revolving Facility, the period from and including the Closing Date to but excluding the 20232025
Revolving Facility Termination Date.


 


“Revolving Commitment” shall mean
the LC Tranche Commitment, the 2024 Revolving Commitment and/or the 20232025
Revolving Commitment, as applicable.


 


“Revolving Commitment Increase”
shall have the meaning given to such term in ‎Section 2.28(a).


 


 


 


 






    	 	36	 



     


    

 


“Revolving Commitment Percentage”
shall mean, at any time, with respect to each Lender, its LC Tranche Commitment Percentage, its 2024 Revolving Commitment Percentage or
its 20232025 Revolving Commitment Percentage,
as applicable.


 


“Revolving Extensions of Credit”
shall mean, as to any Lender at any time, an amount equal to the sum of (a) the aggregate principal amount of all Revolving Loans held
by such Lender then outstanding, (b) such Lender’s LC Tranche Commitment Percentage of the LC Exposure with respect to the LC Tranche
Facility then outstanding, (c) such Lender’s 2024 Revolving Commitment Percentage of the LC Exposure with respect to the 2024 Revolving
Facility then outstanding and (d) such Lender’s 20232025
Revolving Commitment Percentage of the LC Exposure with respect to the 20232025
Revolving Facility then outstanding.


 


“Revolving Facility” shall mean
each of (a) the LC Tranche Commitments and the Letters of Credit issued thereunder (the “LC Tranche Facility”), (b)
the 2024 Revolving Commitments and the 2024 Revolving Loans made thereunder (the “2024 Revolving Facility”) and (c)
the 20232025 Revolving Commitments and the 20232025
Revolving Loans made thereunder (the “20232025
Revolving Facility”).


 


“Revolving Facility Maturity Date”
shall mean the LC Tranche Facility Maturity Date, the 2024 Revolving Facility Maturity Date or the 20232025
Revolving Facility Maturity Date, as applicable.


 


“Revolving Loan” shall mean a
2024 Revolving Loan or 20232025 Revolving Loan,
as applicable.


 


“Routes” shall mean the routes
for which the Borrower holds or hereafter acquires the requisite authority to operate foreign air transportation pursuant to Title 49
including, without limitation, applicable frequencies, exemption and certificate authorities, Fifth-Freedom Rights and “behind/beyond
rights”, whether or not utilized by the Borrower.


 


“S&P” shall mean Standard
& Poor’s Ratings Services.


 


“Sanctions” shall have the meaning
given to such term in ‎Section 3.11(a).


 


“SEC” shall mean the United States
Securities and Exchange Commission.


 


“Secured Parties” shall mean,
collectively, (i) Administrative Agent, (ii) each Lender (iii) each Issuing Lender, (iv) each other holder of Obligations and (v)
each other Indemnitee.


 


“SGR Security Agreement” shall
mean that certain Slot, Gate And Route Security and Pledge Agreement, dated as of the Amendment No. 1 Effective Date, from the Borrower
to the Collateral Agent.


 


“Single Employer Plan” shall mean
a single employer plan, as defined in Section 4001(a)(15) of ERISA, that is maintained for current or former employees of the Borrower
or an ERISA Affiliate and in respect of which the Borrower or any ERISA Affiliate could reasonably be expected to have liability under
Title IV of ERISA.


 


“Slot” shall mean each FAA Slot
and each Foreign Slot.


 


 


 


 






    	 	37	 



     


    

 


“SOFR” means,
with respect to any Business Day,  a rate per
annum equal to the secured overnight financing rate for such Business Day publishedas
administered by the SOFR Administrator on the SOFR Administrator’s Website on
the immediately succeeding Business Day.


 


“SOFR Administrator” means the
NYFRB (or a successor administrator of the secured overnight financing rate).


 


“SOFR Administrator’s Website”
means the NYFRB’s website, currently at http://www.newyorkfed.org, or any successor source for the secured overnight financing rate
identified as such by the SOFR Administrator from time to time.


 


“SOFR Determination Date”
has the meaning specified in the definition of “Daily Simple SOFR”.


 


“SOFR Rate Day” has the
meaning specified in the definition of “Daily Simple SOFR”.


 


“Spare Part” shall mean (a) an
accessory, appurtenance, or part of (i) an Aircraft (except an engine or propeller), (ii) an engine (except a propeller), (iii) a propeller
or (iv) an Appliance, in each case that is to be installed at a later time in an aircraft, engine, propeller or Appliance and shall include,
without limitation, “spare parts” as defined in 49 U.S.C. § 40102(a)(43), (b) an Appliance or (c) a propeller.


 


“Specified Person” shall have
the meaning given to such term in ‎Section 3.11(a).


 


“Specified Pacific Route FAA Slot”
shall have the meaning given such term in the SGR Security Agreement.


 


“Statutory Reserve Rate” shall
mean a fraction (expressed as a decimal), the numerator of which is the number one (1) and the denominator of which is the number one
(1) minus the aggregate of the maximum reserve percentage (including any marginal, special, emergency or supplemental reserves) expressed
as a decimal established by the Board to which the Administrative Agent is subject with respect to the LIBO Rate, for eurocurrency funding
(currently referred to as “Eurocurrency Liabilities” in Regulation D of the Board). Such reserve percentages shall include
those imposed pursuant to such Regulation D. Eurodollar Revolving Loans shall be deemed to constitute eurocurrency funding and to be subject
to such reserve requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time
to any Lender under such Regulation D or any comparable regulation. The Statutory Reserve Rate shall be adjusted automatically on and
as of the effective date of any change in any reserve percentage.


 


“Subsidiary” shall mean, with
respect to any Person (in this definition referred to as the “parent”), any corporation, association or other business
entity (whether now existing or hereafter organized) of which at least a majority of the securities or other ownership or membership interests
having ordinary voting power for the election of directors (or equivalent governing body) is, at the time as of which any determination
is being made, owned or controlled by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries
of the parent. Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall
refer to a Subsidiary or Subsidiaries of the Borrower.


 


“Successor Company” shall have
the meaning set forth in ‎Section 6.02(a)(ii).


 


 


 


 






    	 	38	 



     


    

 


“Supporting Route Facilities”
shall mean Gate Interests, ticket counters and other facilities assigned, allocated, leased, or made available to the Borrower at airports
used in the operation of scheduled service over a Route.


 


“Taxes” shall mean any and all
present or future taxes, levies, imposts, duties, deductions, charges or withholdings imposed by any Governmental Authority, including
any interest, additions to tax or penalties applicable thereto.


 


“Term Benchmark” when
used in reference to any Revolving Loan or Borrowing, refers to whether such Revolving Loan, or the Revolving Loans comprising such Borrowing,
are bearing interest at a rate determined by reference to the Adjusted Term SOFR Rate. 


 


“Term SOFR” means, for the applicable
Corresponding Tenor as of the applicable Reference Time, the forward-looking term rate based on SOFR that has been selected or recommended
by the Relevant Governmental Body.


 


“Term SOFR Determination Day”
has the meaning assigned to it under the definition of Term SOFR Reference Rate.


 


“Term SOFR Notice” means a notification
by the Administrative Agent to the Lenders and the Borrower of the occurrence of a Term SOFR Transition Event.


 


“Term SOFR Rate” means,
with respect to any Term Benchmark Borrowing and for any tenor comparable to the applicable Interest Period, the Term SOFR Reference Rate
at approximately 5:00 a.m., Chicago time, two U.S. Government Securities Business Days prior to the commencement of such tenor comparable
to the applicable Interest Period, as such rate is published by the CME Term SOFR Administrator.


 


“Term SOFR Reference Rate”
means, for any day and time (such day, the “Term SOFR Determination Day”), with respect to any Term Benchmark Borrowing and
for any tenor comparable to the applicable Interest Period, the rate per annum published by the CME Term SOFR Administrator and identified
by the Administrative Agent as the forward-looking term rate based on SOFR. If by 5:00 pm (New York City time) on such Term SOFR Determination
Day, the “Term SOFR Reference Rate” for the applicable tenor has not been published by the CME Term SOFR Administrator and
a Benchmark Replacement Date with respect to the Term SOFR Rate has not occurred, then, so long as such day is otherwise a U.S. Government
Securities Business Day, the Term SOFR Reference Rate for such Term SOFR Determination Day will be the Term SOFR Reference Rate as published
in respect of the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate was published by the
CME Term SOFR Administrator, so long as such first preceding U.S. Government Securities Business Day is not more than five (5) U.S. Government
Securities Business Days prior to such Term SOFR Determination Day. 


 


“Term SOFR Transition Event” means
the determination by the Administrative Agent that (a) Term SOFR has been recommended for use by the Relevant Governmental Body, (b) the
administration of Term SOFR is administratively feasible for the Administrative Agent and (c) a Benchmark Transition Event or an Early
Opt-in Election, as applicable (and, for the avoidance of doubt, not in the case of an Other Benchmark Rate Election), has previously
occurred resulting in a Benchmark Replacement in accordance with ‎Section 2.09 that is not Term SOFR.


 


“Termination Date” shall mean
(a) the LC Tranche Facility Termination Date, (b) the 2024 Revolving Facility Termination Date applicable to the related Revolving Commitments
or (c) the 20232025 Revolving Facility Termination
Date applicable to the related Revolving Commitments, as applicable.


 


 


 


 






    	 	39	 



     


    

 


“Termination Event” shall mean
(a) any “reportable event,” as defined in Section 4043 of ERISA or the regulations issued thereunder with respect to
a Plan (other than an event for which the thirty (30) day notice period is waived) as in effect on the Closing Date (no matter how such
notice requirement may be changed in the future), (b) an event described in Section 4068 of ERISA, (c) the withdrawal of the Borrower
or any ERISA Affiliate from a Multiple Employer Plan during a plan year in which it was a “substantial employer,” as such
term is defined in Section 4001(a)(2) of ERISA, (d) the incurrence of liability by the Borrower or any ERISA Affiliate under Section 4064
of ERISA upon the termination of a Multiple Employer Plan, (e) the imposition of Withdrawal Liability or receipt of notice from a Multiemployer
Plan that such liability may be imposed, (f) a determination that a Multiemployer Plan is, or is expected to be, insolvent within the
meaning of Title IV of ERISA, (g) providing notice of intent to terminate a Plan pursuant to Section 4041(c) of ERISA or the treatment
of a Plan amendment as a termination under Section 4041 of ERISA, if such amendment requires the provision of security, (h) the institution
of proceedings to terminate a Plan by the PBGC under Section 4042 of ERISA, (i) any failure by any Plan to satisfy the minimum funding
standards (within the meaning of Sections 412 or 430 of the Code or Sections 302 or 303 of ERISA) applicable to such Plan, whether or
not waived, (j) any failure by any Plan to satisfy the special funding rules for plans maintained by commercial airlines contained
in Section 402 of the Pension Protection Act of 2006, (k) the filing pursuant to Section 412(c) of the Code or Section 302(c)
of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan, or (l) any other event or condition
which would reasonably be expected to constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee
to administer, any Plan, or the imposition of any liability under Title IV of ERISA (other than for the payment of premiums to the PBGC
in the ordinary course).


 


“Title 14” means Title 14 of the
U.S. Code of Federal Regulations, including Part 93, Subparts K and S thereof, as amended from time to time or any successor or recodified
regulation.


 


“Title 49” shall mean Title 49
of the United States Code, which, among other things, recodified and replaced the U.S. Federal Aviation Act of 1958, and the rules and
regulations promulgated pursuant thereto or any subsequent legislation that amends, supplements or supersedes such provisions.


 


“Total 20232024
Revolving Commitment” shall mean, at any time, the sum of the 20232024
Revolving Commitments at such time. As of the Amendment No. 2 Effective Date, the amount of the Total 20232024
Revolving Commitment is $1,325,000,0001,250,000,000.


 


“Total 20232024
Revolving Extensions of Credit” shall mean, at any time, the aggregate amount of the 20232024
Revolving Extensions of Credit of the Lenders outstanding at such time.


 


“Total 20242025
Revolving Commitment” shall mean, at any time, the sum of the 20242025
Revolving Commitments at such time. As of the Amendment No. 23
Effective Date, the amount of the Total 20242025
Revolving Commitment is $1,250,000,0001,325,000,000.


 


“Total 20242025
Revolving Extensions of Credit” shall mean, at any time, the aggregate amount of the 20242025
Revolving Extensions of Credit of the Lenders outstanding at such time.


 


“Total LC Tranche Commitment”
shall mean, at any time, the sum of the LC Tranche Commitments at such time. As of the Amendment No. 2 Effective Date, the amount of the
Total LC Tranche Commitment is $305,078,361.60.


 


 


 


 






    	 	40	 



     


    

 


“Total LC Tranche Extensions of Credit”
shall mean, at any time, the aggregate amount of the LC Tranche Extensions of Credit of the Lenders outstanding at such time.


 


“Total Revolving Commitment” shall
mean, at any time, the sum of the LC Tranche Commitments, 2024 Revolving Commitments and the 20232025
Revolving Commitments at such time.


 


“Total Revolving Extensions of Credit”
shall mean, at any time, the aggregate amount of the Revolving Extensions of Credit of the Lenders outstanding at such time.


 


“Transactions” shall mean the
execution, delivery and performance by the Borrower of this Agreement and the other Loan Documents, the termination of the Existing Barclays
Credit Agreement and the Existing JPM Credit Agreement and the creation of the Liens over the Collateral in favor of the Collateral Agent
for the benefit of the Secured Parties.


 


“Type”, when used in reference
to any Revolving Loan or Borrowing, refers to whether the rate of interest on such Revolving Loan, or on the Revolving Loans comprising
such Borrowing, is determined by reference to the LIBO Rate or,
the Alternate Base Rate, the Adjusted Term SOFR Rate or the Adjusted Daily Simple SOFR.


 


“UCC” shall mean the Uniform Commercial
Code as in effect in the State of New York from time to time.


 


“UK Financial Institution” means any BRRD Undertaking
(as such term is defined under the PRA Rulebook (as amended form time to time) promulgated by the United Kingdom Prudential Regulation
Authority) or any person falling within IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by the United Kingdom
Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates of such credit institutions
or investment firms.


 


“UK Resolution Authority” means the Bank of England
or any other public administrative authority having responsibility for the resolution of any UK Financial Institution.


 


“Unadjusted Benchmark Replacement” means the applicable
Benchmark Replacement excluding the related Benchmark Replacement Adjustment.


 


“United States Citizen” shall
have the meaning set forth in ‎Section 3.02.


 


“Unused Total 20232024
Revolving Commitment” shall mean, at any time, (a) the Total 20232024
Revolving Commitment less (b) the Total 20232024
Revolving Extensions of Credit.


 


“Unused Total 20242025
Revolving Commitment” shall mean, at any time, (a) the Total 20242025
Revolving Commitment less (b) the Total 20242025
Revolving Extensions of Credit.


 


“Unused Total LC Tranche Commitment”
shall mean, at any time, (a) the Total LC Tranche Commitment less (b) the Total LC Tranche Extensions of Credit.


 


“Unused Total Revolving Commitment”
shall mean the Unused Total LC Tranche Commitment, the Unused Total 2024 Revolving Commitment or the Unused Total 20232025
Revolving Commitment, as applicable.


 


“Upfront
Fees” shall have the meaning set
forth in Section 2.20(b).


 


“Unrestricted Cash” means cash
and Cash Equivalents of the Borrower that (i) may be classified, in accordance with GAAP, as “unrestricted” on the consolidated
balance sheets of the Borrower or (ii) may be classified, in accordance with GAAP, as “restricted” on the consolidated balance
sheets of the Borrower solely in favor of the Collateral Agent and the Secured Parties.


 


 


 


 






    	 	41	 



     


    

 


“U.S. Tax Compliance Certificate”
shall have the meaning set forth in Section 2.16(g)(1)(ii)(3).


 


“U.S. Government Securities
Business Day” means any day except for (i) a Saturday, (ii) a Sunday or (iii) a day on which the Securities Industry and Financial
Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in
United States government securities.


 


“Withdrawal Liability” shall have
the meaning given to such term under Part I of Subtitle E of Title IV of ERISA and shall include liability that results
from either a complete or partial withdrawal.


 


“Withholding Agent” shall mean
the Borrower and the Administrative Agent.


 


“Write-Down and Conversion Powers”
means, (a) with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time
to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the
EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, any powers of the applicable Resolution Authority under the
Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial Institution or any contract or instrument
under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any
other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend
any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any
of those powers.


 


Section
1.02.            
Terms Generally. The definitions of terms herein shall apply equally to the singular
and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine
and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by
the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the
word “shall”. Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or
other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, restated,
supplemented, extended, amended and restated or otherwise modified (subject to any restrictions on such amendments, supplements or modifications
set forth herein), (b) any reference herein to any Person shall be construed to include such Person’s permitted successors and
assigns, (c) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be
construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles,
Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement,
(e) any reference to any law, rule or regulation herein shall, unless otherwise
specified, refer to such law, rule or regulation as amended, modified or supplemented from time to time, (f) the words “asset”
and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible
assets and properties, including cash, securities, accounts and contract rights and (g) “knowledge” or “aware”
or words of similar import shall mean, when used in reference to the Borrower, the actual knowledge of any Responsible Officer.


 


Section
1.03.            
Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of
an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if
the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect
of any change occurring after the date hereof in GAAP or in the application thereof on the operation of such provision (or if the Administrative
Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether
any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on
the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been
withdrawn or such provision amended in accordance herewith. Upon any such request for an amendment, the Borrower, the Required Lenders
and the Administrative Agent agree to consider in good faith any such amendment in order to amend the provisions of this Agreement so
as to reflect equitably such accounting changes so that the criteria for evaluating the Borrower’s financial condition shall be
the same after such accounting changes as if such accounting changes had not occurred.


 



 


 






    	 	42	 



     


    

 


Section
1.04.            
Interest Rates; LIBORBenchmark Notification.
The interest rate on a Revolving Loan may be derived from an interest rate benchmark that may
be discontinued or is, or may in the future become, the subject of regulatory reform. Regulators have signaled the need to
use alternative benchmark reference rates for some of these interest rate benchmarks and, as a result, such interest rate benchmarks may
cease to comply with applicable laws and regulations, may be permanently discontinued, and/or the basis on which they are calculated may
change. The London interbank offered rate (“LIBOR”) is intended to represent the rate at which contributing banks may
obtain short-term borrowings from each other in the London interbank market. On March 5, 2021, the U.K. Financial Conduct Authority (“FCA”)
publicly announced that: i) immediately after December 31, 2021, publication of the 1-week and 2-month Dollar LIBOR settings will permanently
cease; immediately after June 30, 2023, publication of the overnight and 12-month Dollar LIBOR settings will permanently cease; or, subject
to consultation by the FCA, be provided on a changed methodology (or “synthetic”) basis and no longer be representative of
the underlying market and economic reality they are intended to measure and that representativeness will not be restored; and immediately
after June 30, 2023, the 1-month, 3-month and 6-month Dollar LIBOR settings will cease to be provided or, subject to the FCA’s consideration
of the case, be provided on a synthetic basis and no longer be representative of the underlying market and economic reality they are intended
to measure and that representativeness will not be restored. There is no assurance that dates announced by the FCA will not change or
that the administrator of LIBOR and/or regulators will not take further action that could impact the availability, composition, or characteristics
of LIBOR or the currencies and/or tenors for which LIBOR is published. Each party to this agreement should consult its own advisors to
stay informed of any such developments. Public and private sector industry initiatives are currently underway to identify new or alternative
reference rates to be used in place of LIBOR. Upon the occurrence of a Benchmark Transition Event, a Term SOFR Transition Event, an Early
Opt-in Election or an Other Benchmark Rate Election, ‎Section 2.09(b)
and (c) provide a mechanism for determining an alternative rate of interest. The Administrative Agent will promptly notify the Borrower,
pursuant to Section 2.09(e), of any change to the reference rate upon which the interest rate on Eurodollar Revolving Loans is based.
However, the Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to,
the administration, submission, performance or any other matter related to LIBOR orany
interest rate used in this Agreement, or with respect to any alternative or successor rate thereto, or replacement rate thereof
(including, without limitation, (i) any such alternative, successor or replacement rate implemented pursuant to Section 2.09(b) or (c),
whether upon the occurrence of a Benchmark Transition Event, a Term SOFR Transition Event, an Early Opt-in Election or an Other Benchmark
Rate Election, and (ii) the implementation of any Benchmark Replacement Conforming Changes pursuant to Section 2.09(d)), including without
limitation, whether the composition or characteristics of any such alternative, successor or replacement reference rate will be similar
to, or produce the same value or economic equivalence of, the LIBO Rateexisting
interest rate being replaced or have the same volume or liquidity as did the London interbank
offeredany existing interest rate prior to its discontinuance or unavailability.
The Administrative Agent and its affiliates and/or other related entities may engage in transactions that affect the calculation of any
alternative, successor or alternative rate (including any Benchmark Replacement) and/or any relevant adjustments thereto, in each case,
in a manner adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonable discretion
to ascertain the Benchmark, any component thereof, or rates referenced in the definition thereof, in each case pursuant to the terms of
this Agreement, and shall have no liability to the Borrower, any Lender or any other person or entity for damages of any kind, including
direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise
and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information
source or service.


 


Section
1.05.            
Acknowledgement Regarding Any Supported QFCs. To the extent that the Loan Documents
provide support, through a guarantee or otherwise, for Hedging Agreements or any other agreement or instrument that is a QFC (such support,
“QFC Credit Support” and each such QFC a “Supported QFC”), the parties acknowledge and agree as
follows with respect to the resolution power of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and
Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together with the regulations promulgated thereunder, the “U.S.
Special Resolution Regimes”) in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding
that the Loan Documents and any Supported QFC may in fact be stated to be governed by the laws of the State of New York and/or of the
United States or any other state of the United States):


 


(a)               
In the event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject
to a proceeding under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support
(and any interest and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property securing such
Supported QFC or such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would be effective
under the U.S. Special Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest, obligation and rights
in property) were governed by the laws of the United States or a state of the United States. In the event a Covered Party or a BHC Act
Affiliate of a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under the Loan Documents
that might otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised against such Covered Party are permitted
to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if the Supported
QFC and the Loan Documents were governed by the laws of the United States or a state of the United States.


 


 


 


 






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(b)               
As used in this Section 1.05, the following terms have the following meanings:


 


“BHC Act Affiliate” of a party means an “affiliate”
(as such term is defined under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of such party.


 


“Covered Entity” means any of the following: (i)
a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered
bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI”
as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).


 


“Default Right” has the meaning assigned to that
term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.


“QFC” has the meaning assigned to the term “qualified
financial contract” in, and shall be interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D).


 


Section
2.



AMOUNT AND TERMS OF CREDIT


 


Section
2.01.            
Revolving Commitments of the Lenders.


 


(a)               
Revolving Commitments. (i) Each Lender under the 2024 Revolving Facility severally, and not jointly with the other
Lenders under the 2024 Revolving Facility, agrees, upon the terms and subject to the conditions herein set forth, to make revolving credit
loans denominated in Dollars (each a “2024 Revolving Loan” and collectively, the “2024 Revolving Loans”)
to the Borrower at any time and from time to time during the Revolving Availability Period with respect to the 2024 Revolving Facility
in an aggregate principal amount not to exceed, when added to such Lender’s LC Exposure under the 2024 Revolving Facility, the 2024
Revolving Commitment of such Lender, which 2024 Revolving Loans may be repaid and reborrowed in accordance with the provisions of this
Agreement. At no time shall the Total 2024 Revolving Extensions of Credit exceed the Total 2024 Revolving Commitment.


 


(ii)              
Each Lender under the 20232025
Revolving Facility severally, and not jointly with the other Lenders under the 20232025
Revolving Facility, agrees, upon the terms and subject to the conditions herein set forth, to make revolving credit loans denominated
in Dollars (each a “20232025
Revolving Loan” and collectively, the “20232025
Revolving Loans”) to the Borrower at any time and from time to time during the Revolving Availability Period with respect to
the 20232025 Revolving Facility in an aggregate
principal amount not to exceed, when added to such Lender’s LC Exposure under the 20232025
Revolving Facility, the 20232025 Revolving Commitment
of such Lender, which 20232025 Revolving Loans
may be repaid and reborrowed in accordance with the provisions of this Agreement. At no time shall the Total 20232025
Revolving Extensions of Credit exceed the Total 20232025
Revolving Commitment.


 


(iii)            
Each Borrowing of a Revolving Loan under the applicable Revolving Facility shall be made from the applicable Lenders pro
rata in accordance with their respective Revolving Commitments; provided, however, that the failure of any Lender to
make any Revolving Loan under the applicable Revolving Facility shall not in itself relieve the other Lenders under such Revolving Facility
of their obligations to lend.


 


(b)               
Type of Borrowing. Each Borrowing shall be comprised entirely of ABR Revolving Loans or,
Eurodollar Revolving Loans or Term Benchmark Revolving Loans, as the Borrower may request in accordance
herewith. Each Lender at its option may make any Eurodollar Revolving Loan by causing
any domestic or foreign branch or Affiliate of such Lender to make such Revolving Loan; provided that any exercise of such option
shall not affect the obligation of the Borrower to repay such Revolving Loan in accordance with the terms of this Agreement.


 


 


 


 






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(c)               
Amount of Borrowing. At the commencement of each Interest Period for any Eurodollar Borrowing and/or
any Term Benchmark Borrowing, such Borrowing shall be in an aggregate amount that is in an integral multiple of $1,000,000
and not less than $5,000,000. At the time that each ABR Borrowing is made, such Borrowing shall be in an aggregate amount that is an integral
multiple of $100,000 and not less than $1,000,000; provided that an ABR Borrowing may be in an aggregate amount that is equal to
the entire Unused Total 2024 Revolving Commitment or the Unused Total 20232025
Revolving Commitment, as applicable, or that is required to finance the reimbursement of an LC Disbursement as contemplated by ‎Section
2.02(e). Borrowings of more than one (1) Type may be outstanding at the same time.


 


(d)               
Limitation on Interest Period. Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled
to request, or to elect to convert or continue, any Borrowing of a Revolving Loan if the Interest Period requested with respect thereto
would end after the Revolving Facility Maturity Date with respect to the applicable Revolving Commitments.


 


Section
2.02.            
Letters of Credit. (a) General. (i) Subject to the terms and conditions
set forth herein, the Borrower may request from any Issuing Lender under the LC Tranche Facility the issuance of Letters of Credit in
Dollars or any Alternative Currency, at any time and from time to time during the Revolving Availability Period with respect to the LC
Tranche Facility, in each case, for the Borrower’s own account or the account of the Borrower or any Subsidiary, in a form reasonably
acceptable to the Administrative Agent, such Issuing Lender and the Borrower. In the event of any inconsistency between the terms and
conditions of this Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted by
the Borrower to, or entered into by the Borrower with, an Issuing Lender relating to any Letter of Credit, the terms and conditions of
this Agreement shall control. Notwithstanding that a Letter of Credit issued or outstanding hereunder is in support of any obligations
of, or is for the account of, a Subsidiary, the Borrower shall be obligated to reimburse the applicable Issuing Lender hereunder for any
and all drawings under such Letter of Credit.


 


(ii)              
Subject to the terms and conditions set forth herein, the Borrower may request from any Issuing Lender under the 2024 Revolving
Facility the issuance of Letters of Credit in Dollars or any Alternative Currency, at any time and from time to time during the Revolving
Availability Period with respect to the 2024 Revolving Facility, in each case, for the Borrower’s own account or the account of
the Borrower or any Subsidiary, in a form reasonably acceptable to the Administrative Agent, such Issuing Lender and the Borrower. In
the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of letter of
credit application or other agreement submitted by the Borrower to, or entered into by the Borrower with, an Issuing Lender relating to
any Letter of Credit, the terms and conditions of this Agreement shall control. Notwithstanding that a Letter of Credit issued or outstanding
hereunder is in support of any obligations of, or is for the account of, a Subsidiary, the Borrower shall be obligated to reimburse the
applicable Issuing Lender hereunder for any and all drawings under such Letter of Credit.


 


(iii)            
Subject to the terms and conditions set forth herein, the Borrower may request from any Issuing Lender under the 20232025
Revolving Facility the issuance of Letters of Credit in Dollars or any Alternative Currency, at any time and from time to time during
the Revolving Availability Period with respect to the 20232025
Revolving Facility, in each case, for the Borrower’s own account or the account of the Borrower or any Subsidiary, in a form reasonably
acceptable to the Administrative Agent, such Issuing Lender and the Borrower. In the event of any inconsistency between the terms and
conditions of this Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted by
the Borrower to, or entered into by the Borrower with, an Issuing Lender relating to any Letter of Credit, the terms and conditions of
this Agreement shall control. Notwithstanding that a Letter of Credit issued or outstanding hereunder is in support of any obligations
of, or is for the account of, a Subsidiary, the Borrower shall be obligated to reimburse the applicable Issuing Lender hereunder for any
and all drawings under such Letter of Credit.


 


 


 


 






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(b)               
Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit
by any Issuing Lender (or the amendment, renewal or extension of an outstanding Letter of Credit), the Borrower shall either hand deliver
or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Lender
(which approval shall not be unreasonably withheld, delayed or conditioned)) to the applicable Issuing Lender and the Administrative Agent
(at least three (3) Business Days (or such shorter period as may be agreed by the applicable Issuing Lender) in advance of the requested
date of issuance, amendment, renewal or extension) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of
Credit to be amended, renewed or extended, and specifying (1) the date of issuance, amendment, renewal or extension (which shall be
a Business Day), (2) the date on which such Letter of Credit is to expire (which shall comply with paragraph ‎(c) of
this Section), (3) the amount of such Letter of Credit, (4) the currency of such Letter of Credit, (5) the name and address of
the beneficiary thereof, (6) whether such Letter of Credit is to be issued under the LC Tranche Facility, 2024 Revolving Facility or
the 20232025 Revolving Facility and (7) such
other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit. If requested by the applicable Issuing
Lender, the Borrower also shall submit a letter of credit application on such Issuing Lender’s standard form in connection with
any request for a Letter of Credit; provided that, to the extent such standard form (and/or any related reimbursement agreement)
is inconsistent with the Loan Documents, the Loan Documents shall control. A Letter of Credit shall be issued, amended, renewed or extended
only if (and upon issuance, amendment, renewal or extension of each Letter of Credit the Borrower shall be deemed to represent and warrant
that), after giving effect to such issuance, amendment, renewal or extension, (i) with respect to the LC Tranche Facility, (x) the aggregate
LC Exposure thereunder shall not exceed the Total LC Tranche Commitment, (y) the aggregate amount of the Unused Total LC Tranche Commitment
shall not be less than zero and (z) the aggregate face amount of issued and outstanding Letters of Credit issued by the applicable Issuing
Lender under the LC Tranche Facility shall not exceed such Issuing Lender’s LC Tranche Commitment unless consented to by such Issuing
Lender in its sole discretion, (ii) with respect to the 2024 Revolving Facility, (x) the aggregate LC Exposure thereunder shall not exceed
the 2024 LC Sublimit and (y) the aggregate amount of the Unused Total 2024 Revolving Commitment shall not be less than zero and (iii)
with respect to the 20232025 Revolving Facility,
(x) the aggregate LC Exposure thereunder shall not exceed the 20232025
LC Sublimit and (y) the aggregate amount of the Unused Total 20232025
Revolving Commitment shall not be less than zero. No Issuing Lender (other than an Affiliate of the Administrative Agent) shall permit
any such issuance, renewal, extension or amendment resulting in an increase in the amount of any Letter of Credit to occur without first
obtaining written confirmation from the Administrative Agent that it is then permitted under this Agreement.


 


(c)               
Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the
date that is one (1) year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof,
one (1) year after such renewal or extension) and (ii) the date that is five (5) Business Days prior to the earliest Revolving Facility
Maturity Date with respect to the applicable Revolving Commitments (provided that, to the extent that all of the participations in such
Letter of Credit held by the holders of such Revolving Commitments have been re-allocated or Cash Collateralized pursuant to the terms
of any Extension Agreement or Refinancing Amendment, such Revolving Commitments shall be disregarded for purposes of this clause ‎(ii));
provided that a Letter of Credit may expire after such earlier date if requested by the Borrower and agreed in the sole discretion
of the applicable Issuing Lender so long as, on or prior to the applicable Revolving Facility Maturity Date, such Letter of Credit has
been cash collateralized pursuant to arrangements reasonably acceptable to the applicable Issuing Lender and with the consent of the Administrative
Agent (not to be unreasonably withheld or delayed).


 


 


 


 






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(d)               
Participations. By the issuance of a Letter of Credit under the applicable Revolving Facility (or an amendment, renewal
or extension of a Letter of Credit thereunder, including any amendment increasing the amount thereof), and without any further action
on the part of the applicable Issuing Lender or the Lenders, such Issuing Lender hereby grants to each Lender under such Revolving Facility,
and each Lender under such Revolving Facility hereby acquires from such Issuing Lender, a participation in such Letter of Credit equal
to such Lender’s applicable Revolving Commitment Percentage of the Dollar Amount available to be drawn under such Letter of Credit.
In consideration and in furtherance of the foregoing, each Lender under the applicable Revolving Facility hereby absolutely and unconditionally
agrees to pay to the Administrative Agent, for the account of such Issuing Lender, such Lender’s applicable Revolving Commitment
Percentage of the Dollar Amount of each LC Disbursement made by such Issuing Lender and not reimbursed by the Borrower on the date due
as provided in paragraph ‎(e) of this Section, or of any reimbursement payment required to be refunded to the Borrower for
any reason. Each Lender under the applicable Revolving Facility acknowledges and agrees that its obligation to acquire participations
pursuant to this paragraph in respect of Letters of Credit thereunder is absolute and unconditional and shall not be affected by any circumstance
whatsoever, including any amendment, renewal or extension of any Letter of Credit thereunder or the occurrence of an Event of Default
or reduction or termination of the Revolving Commitments thereunder, and that each such payment shall be made without any offset, abatement,
withholding or reduction whatsoever.


 


(e)               
Reimbursement. If an Issuing Lender under the applicable Revolving Facility shall make any LC Disbursement in respect
of a Letter of Credit thereunder, the Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal
to the Dollar Amount of such LC Disbursement or (subject to the two immediately succeeding sentences), with respect to any Letter of Credit
denominated in an Alternative Currency, an amount equal to the amount of such LC Disbursement in the applicable Alternative Currency not
later than the first Business Day following the date the Borrower receives notice of such LC Disbursement; provided that, in the
case of any LC Disbursement made in Dollars, to the extent not reimbursed and, subject to the satisfaction (or waiver) of the conditions
to borrowing set forth herein, including, without limitation, making a request in accordance with ‎Section 2.03(a) that such
payment shall be financed with an ABR Borrowing under the applicable Revolving Facility, as the case may be, in an equivalent amount and,
to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR
Borrowing. If the Borrower’s reimbursement of, or obligation to reimburse, any amounts in any Alternative Currency would subject
the Administrative Agent, the applicable Issuing Lender or any applicable Lender to any stamp, duty, ad valorem charge or similar tax
that would not be payable if such reimbursement were made or required to be made in Dollars, the Borrower shall pay the amount of any
such tax requested by the Administrative Agent, the relevant Issuing Lender or Lender. If the Borrower fails to make such payment when
due, then (i) if such payment relates to an Alternative Currency Letter of Credit, automatically and with no further action required,
the Borrower’s obligation to reimburse the applicable LC Disbursement shall be permanently converted into an obligation to reimburse
the Dollar Amount of such LC Disbursement and (ii) the Administrative Agent shall promptly notify the applicable Issuing Lender of
the applicable LC Disbursement and the Dollar Amount thereof.


 


If the Borrower fails to make any payment due under the preceding paragraph
with respect to a Letter of Credit when due (including by a Borrowing), the Administrative Agent shall notify each Lender under the applicable
Revolving Facility of the applicable LC Disbursement (as converted to Dollars, if applicable), the payment then due from the Borrower
in respect thereof and such Lender’s applicable Revolving Commitment Percentage thereof. Promptly following receipt of such notice,
each Lender under the applicable Revolving Facility shall pay to the Administrative Agent its applicable Revolving Commitment Percentage
of the payment then due from the Borrower, in the same manner as provided in ‎Section 2.04 with respect to Revolving Loans thereunder
(or with respect to the LC Tranche Facility, as if Revolving Loans were available thereunder in the same manner as provided for in Section
2.04 with respect to the 2024 Revolving Facility) made by such Lender (and ‎Section 2.04 shall apply, mutatis mutandis, to the payment
obligations of the Lenders), and the Administrative Agent shall promptly pay to the Issuing Lender the amounts so received by it from
the applicable Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrower pursuant to this ‎Section
2.02(e) with respect to any LC Disbursement, the Administrative Agent shall distribute such payment to the applicable Issuing Lender or,
to the extent that Lenders have made payments pursuant to this paragraph to reimburse such Issuing Lender, then to such Lenders and such
Issuing Lender as their interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse the applicable Issuing
Lender for any LC Disbursement (other than the funding of ABR Revolving Loans as contemplated above) shall not constitute a Revolving
Loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursement.


 


 


 


 






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(f)                
Obligations Absolute. The Borrower’s obligation to reimburse LC Disbursements as provided in paragraph ‎(e)
of this ‎Section 2.02 shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with
the terms of this Agreement under any and all circumstances whatsoever and irrespective of (i) any lack of validity or enforceability
of any Letter of Credit or this Agreement, or any term or provision therein or herein, (ii) any draft or other document presented
under a Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate
in any respect, (iii) payment by the applicable Issuing Lender under a Letter of Credit against presentation of a draft or other
document that does not comply with the terms of such Letter of Credit, or (iv) any other event or circumstance whatsoever, whether
or not similar to any of the foregoing, that might, but for the provisions of this ‎Section 2.02, constitute a legal or equitable
discharge of, or provide a right of setoff against, the Borrower’s obligations hereunder. Neither the Administrative Agent, the
Lenders, nor the applicable Issuing Lender, nor any of their Related Parties, shall have any liability or responsibility by reason of
or in connection with the issuance or transfer of any Letter of Credit or any payment or failure to make any payment thereunder (irrespective
of any of the circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission
or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to
make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the control of
the applicable Issuing Lender; provided that the foregoing shall not be construed to excuse an Issuing Lender from liability to
the Borrower to the extent of any direct damages (as opposed to special, indirect, consequential or punitive damages, claims in respect
of which are hereby waived by the Borrower to the extent permitted by applicable law) suffered by the Borrower that are caused by such
Issuing Lender’s failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit
comply with the terms thereof. The parties hereto expressly agree that, in the absence of gross negligence, bad faith or willful misconduct
on the part of the applicable Issuing Lender (as finally determined by a court of competent jurisdiction), the applicable Issuing Lender
shall be deemed to have exercised care in each such determination. In furtherance of the foregoing and without limiting the generality
thereof, the parties agree that, with respect to documents presented which appear on their face to be in substantial compliance with the
terms of a Letter of Credit, the applicable Issuing Lender may, in its sole discretion, either accept and make payment upon such documents
without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept and make
payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit.


 


(g)               
Disbursement Procedures. The applicable Issuing Lender shall, promptly following its receipt thereof or within the
time period stipulated by the terms and conditions of the applicable Letter of Credit (if any), examine all documents purporting to represent
a demand for payment under a Letter of Credit. After such examination of such drawing documents, the applicable Issuing Lender shall promptly
notify the Administrative Agent and the Borrower by telephone (confirmed by telecopy) of such demand for payment and whether the applicable
Issuing Lender has made or will make an LC Disbursement thereunder; provided that any failure to give or delay in giving such notice
shall not relieve the Borrower of its obligation to reimburse the applicable Issuing Lender and the Lenders under the applicable Revolving
Facility with respect to any such LC Disbursement in accordance with the terms herein.


 


 


 


 






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(h)               
Interim Interest. If the applicable Issuing Lender shall make any LC Disbursement, then, unless the Borrower shall
reimburse (including by a Borrowing) such LC Disbursement in full not later than the first Business Day following the date such LC Disbursement
is made, the unpaid amount thereof shall bear interest, for each day from and including the date such LC Disbursement is made to but excluding
the date that the Borrower reimburses such LC Disbursement, at the rate per annum then applicable to ABR Revolving Loans under the applicable
Revolving Facility (or with respect to the LC Tranche Facility, as if Revolving Loans were available thereunder in the same manner as
provided for in Section 2.04 with respect to the 2024 Revolving Facility); provided that, if the Borrower fails to reimburse such
LC Disbursement when due pursuant to paragraph ‎(e) of this Section, then ‎Section 2.08 shall apply; provided
further that, in the case of an LC Disbursement made under a Letter of Credit in an Alternative Currency, the amount of interest due
with respect thereto shall (i) in the case of any LC Disbursement that is reimbursed on the Business Day immediately succeeding such
LC Disbursement, (A) be payable in the applicable Alternative Currency and (B) if not reimbursed on the date of such LC Disbursement,
bear interest at a rate equal to the rate reasonably determined by the applicable Issuing Lender to be the cost to such Issuing Lender
of funding such LC Disbursement plus (x) solely in the case of the 2025 Non-Consenting Revolving Commitments,
the Applicable Margin applicable to Eurodollar Revolving Loans under the 2025 Revolving Facility
at such time and (ii) other than in the case of the 2025 Non-Consenting Revolving Commitments, the Applicable Margin applicable to Letters
of Credit under the applicable Revolving Facility at such time (or with
respect to the LC Tranche Facility, as if Revolving Loans were available thereunder in the same manner
as provided for in Section 2.04 with respect to the 2024 Revolving Facility)
and (ii) in the case of any LC Disbursement that is reimbursed after the Business Day immediately succeeding such
LC Disbursement (A) be payable in Dollars, (B) accrue on the Dollar Amount of such LC Disbursement and (C) bear interest as provided
above. Interest accrued pursuant to this paragraph shall be for the account of the applicable Issuing Lender, except that interest accrued
on and after the date of payment by any Lender pursuant to clause ‎(e) of this ‎Section 2.02 to reimburse the applicable
Issuing Lender shall be for the account of such Lender to the extent of such payment.


 


(i)                
Replacement of the Issuing Lender. Any Issuing Lender may be replaced at any time by written agreement among the
Borrower, the Administrative Agent, the replaced Issuing Lender and the successor Issuing Lender. The Administrative Agent shall notify
the Lenders under the applicable Revolving Facility of any such replacement of the Issuing Lender. At the time any such replacement shall
become effective, the Borrower shall pay all unpaid fees accrued for the account of the replaced Issuing Lender pursuant to ‎Section
2.21. From and after the effective date of any such replacement, (i) the successor Issuing Lender shall have all the rights and obligations
of the Issuing Lender under this Agreement with respect to Letters of Credit to be issued thereafter and (ii) references herein to
the term “Issuing Lender” shall be deemed to refer to such successor or to any previous Issuing Lender, or to such successor
and all previous Issuing Lenders, as the context shall require. After the replacement of an Issuing Lender hereunder, the replaced Issuing
Lender shall remain a party hereto and shall continue to have all the rights and obligations of an Issuing Lender under this Agreement
with respect to Letters of Credit issued by it prior to such replacement, but shall not be required to issue additional Letters of Credit.


 


 


 


 






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(j)                
Replacement of Letters of Credit; Cash Collateralization. With respect to Letters of Credit issued under any Revolving
Facility, the Borrower shall (i) upon or prior to the occurrence of the earlier of (A) the latest Revolving Facility Maturity
Date with respect to all Revolving Commitments under such Revolving Facility and (B) the acceleration of the Revolving Loans (if any)
under such Revolving Facility and the termination of the Revolving Commitments under such Revolving Facility in accordance with the terms
hereof, (x) cause all Letters of Credit under such Revolving Facility which expire after the earlier to occur of (1) the latest Revolving
Facility Maturity Date with respect to all Revolving Commitments under such Revolving Facility and (2) the acceleration of the Revolving
Loans (if any) under such Revolving Facility and the termination of the Revolving Commitments under such Revolving Facility, in accordance
with the terms hereof (the “Outstanding Letters of Credit”) to be returned to the applicable Issuing Lender undrawn
and marked “cancelled” or (y) if the Borrower does not do so in whole or in part either (1) provide one or more
“back-to-back” letters of credit to each applicable Issuing Lender with respect to any such Outstanding Letters of Credit
in a form reasonably satisfactory to each such Issuing Lender and the Administrative Agent, issued by a bank reasonably satisfactory to
each such Issuing Lender and the Administrative Agent, and/or (2) deposit cash in an account maintained with the Administrative Agent,
as collateral security for the Borrower’s reimbursement obligations in connection with any such Outstanding Letters of Credit, such
cash (or any applicable portion thereof) to be promptly remitted to the Borrower (provided no Event of Default or event which upon notice
or lapse of time or both would constitute an Event of Default has occurred or is continuing) upon the expiration, cancellation or other
termination or satisfaction of the Borrower’s reimbursement obligations with respect to such Outstanding Letters of Credit, in whole
or in part; in an aggregate principal amount for all such “back-to-back” letters of credit and any such Cash Collateralization
equal to the then outstanding amount of all LC Exposure (less the amount, if any, on deposit in such account prior to taking any
action pursuant to clauses ‎(1) or ‎(2) above), and (ii) if required pursuant to ‎Section 2.02(m),
‎2.12(b), ‎2.26(b)(ii), ‎2.26(c)(ii), ‎2.26(d), ‎2.27(b) or ‎7.01 or
pursuant to any Extension Agreement or Refinancing Amendment, deposit in such account an amount required pursuant to ‎Section
2.02(m), ‎2.12(b), ‎2.26(b)(ii), ‎2.26(c)(ii), ‎2.26(d), ‎2.27(b) or ‎7.01,
or pursuant to any such Extension Agreement or Refinancing Amendment, as applicable; provided that the portions of such amount
attributable to undrawn Alternative Currency Letters of Credit or LC Disbursements in an Alternative Currency that the Borrower is not
late in reimbursing shall be deposited in the applicable Alternative Currencies in the actual amounts of such undrawn Letters of Credit
and LC Disbursements (any such deposit described in the preceding clause ‎(i) or clause ‎(ii), “Cash Collateralization”).
The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other
than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the
Administrative Agent (in accordance with its usual and customary practices for investments of this type) and at the Borrower’s risk
and reasonable expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such
account. Moneys in such account shall be applied by the Administrative Agent to reimburse the applicable Issuing Lender for LC Disbursements
for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations
of the Borrower for the LC Exposure at such time. If the Borrower is required to provide Cash Collateralization hereunder pursuant to
‎Section 2.02(m), ‎2.12(b), ‎2.26(b)(ii), ‎2.26(c)(ii), ‎2.26(d) or ‎2.27(b),
or the terms of any Extension Agreement or Refinancing Amendment, such Cash Collateralization (to the extent not applied as contemplated
by the applicable section) shall be returned to the Borrower within three (3) Business Days after the applicable section (or Extension
Agreement or Refinancing Amendment, as applicable) no longer requires the provision of such Cash Collateralization.


 


 


 


 


 






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(k)               
Issuing Lender Agreements. Unless otherwise requested by the Administrative Agent, each Issuing Lender under any
Revolving Facility shall report in writing to the Administrative Agent (i) on the first Business Day of each week, the daily activity
(set forth by day) in respect of Letters of Credit thereunder during the immediately preceding week, including all issuances, extensions,
amendments and renewals, all expirations and cancellations and all disbursements and reimbursements, (ii) on or prior to each Business
Day on which such Issuing Lender expects to issue, amend, renew or extend any Letter of Credit, the date of such issuance, amendment,
renewal or extension, the aggregate face amount of the Letters of Credit to be issued, amended, renewed, or extended by it (and whether,
subject to ‎Section 2.02(b), the face amount of any such Letter of Credit was changed thereby) and the aggregate face amount
of such Letters of Credit outstanding under any Revolving Facility after giving effect to such issuance, amendment, renewal or extension,
(iii) on each Business Day on which such Issuing Lender makes any LC Disbursement, the date of such LC Disbursement and the amount
of such LC Disbursement, (iv) on any Business Day on which a Borrower fails to reimburse an LC Disbursement required to be reimbursed
to such Issuing Lender on such day, the date of such failure, and the amount of such LC Disbursement and (v) on any other Business
Day, such other information as the Administrative Agent shall reasonably request.


 


(l)                
Conversion. In the event that the Revolving Loans under any Revolving Facility become immediately due and payable
on any date pursuant to ‎Section 7.01, all amounts (i) that the Borrower is at the time or thereafter becomes required to
reimburse or otherwise pay to the Administrative Agent in respect of LC Disbursements made under any Alternative Currency Letter of Credit
thereunder (other than amounts in respect of which such Borrower has deposited cash collateral pursuant to ‎Section 2.02(j),
if such cash collateral is deposited in the applicable Alternative Currency to the extent so deposited or applied), (ii) that the
Lenders thereunder are at the time or thereafter become required to pay to the Administrative Agent and the Administrative Agent is at
the time or thereafter becomes required to distribute to the applicable Issuing Lender pursuant to ‎Section 2.02(e) in respect
of unreimbursed LC Disbursements made under any Alternative Currency Letter of Credit thereunder and (iii) of each Lender’s
participation in any Alternative Currency Letter of Credit under which an LC Disbursement thereunder has been made shall, automatically
and with no further action required, be converted into the Dollar Amount of such amounts. On and after such conversion, all amounts accruing
and owed to the Administrative Agent, the applicable Issuing Lender or any Lender under the applicable Revolving Facility in respect of
the Obligations described in this paragraph shall accrue and be payable in Dollars at the rates otherwise applicable hereunder.


 


(m)             
Provisions Related to Extended Revolving Commitments and Commitments in Respect of Refinancing Revolving Facilities.
If the maturity date in respect of any tranche of Revolving Commitments occurs prior to the expiration of any Letter of Credit under
the applicable Revolving Facility with respect to which Lenders holding such Revolving Commitments hold participation interests, then
(i) if one or more other tranches of Revolving Commitments in respect of which the maturity date shall not have occurred are then
in effect, such Letters of Credit shall automatically be deemed to have been issued (including for purposes of the obligations of the
Lenders under such Revolving Facility to purchase participations therein and to make payments in respect thereof pursuant to ‎Section
2.02(d) or ‎(e) and for any reallocations required pursuant to ‎Section 2.26(b)(i)) under (and ratably participated
in by Lenders thereunder pursuant to) the Revolving Commitments in respect of such non-terminating tranches up to an aggregate amount
not to exceed the aggregate principal amount of the unutilized Revolving Commitments thereunder at such time (it being understood that
no partial face amount of any Letter of Credit may be so reallocated) and (ii) to the extent not reallocated pursuant to the immediately
preceding clause ‎(i), the Borrower shall cash collateralize any such Letter of Credit in accordance with ‎Section
2.02(j). For the avoidance of doubt, commencing with the maturity date of any tranche of Revolving Commitments under the applicable Revolving
Facility, the sublimit for Letters of Credit under any tranche of Revolving Commitments under such Revolving Facility that has not so
then matured shall be as agreed in the relevant Extension Agreement or Refinancing Amendment, as applicable, with such Lenders (to the
extent such Extension Agreement or Refinancing Amendment so provides).


 


 


 


 


 






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(n)               
Existing Letters of Credit. On the Amendment No. 1 Effective Date, the Existing Letters of Credit shall be deemed
Letters of Credit under the LC Tranche Facility issued under this Section 2.02 and subject to the provisions hereof, without the need
for any further action by the Borrower or any other Person (and without the payment of any fees otherwise due upon the issuance of a Letter
of Credit).


 


Section
2.03.            
Requests for Borrowings.


 


(a)               
Unless otherwise agreed to by the Administrative Agent in connection with making the initial Revolving Loans on the Closing
Date, if any, to request a Borrowing of Revolving Loans under the applicable Revolving Facility, the Borrower shall notify the Administrative
Agent of such request by telephone (i) in the case of a Eurodollar Borrowing, not later than 2:00 p.m., New York City time,
three (3) Business Days before the date of the proposed Borrowing and,
(ii) in the case of a Term Benchmark Borrowing, not later than 2:00 p.m., New York City time, three
(3) U.S. Government Securities Business Days before the date of the proposed Borrowing or (iii) in the case of an ABR Borrowing,
not later than 10:00 a.m., New York City time, on the date of the proposed Borrowing; provided that any such notice of an
ABR Borrowing to finance the reimbursement of an LC Disbursement as contemplated by ‎Section 2.02(e) may be given not later
than 12:00 noon, New York City time, on the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable
and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Borrowing Request in a form approved
by the Administrative Agent and signed by the Borrower. Each such telephonic and written Borrowing Request shall specify the following
information in compliance with ‎Section 2.01(a):


 


(i)               the
aggregate amount of the requested Borrowing (which shall comply with Section 2.01(c));


 


(ii)              the
date of such Borrowing, which shall be a Business Day;


 


(iii)            whether
such Borrowing is to be an ABR Borrowing, a Term Benchmark Borrowing or a Eurodollar Borrowing;


 


(iv)            whether
such Borrowing is under the 2024 Revolving Facility or the 20232025
Revolving Facility; and


 


(v)             in
the case of a Eurodollar Borrowing or Term Benchmark Borrowing, the initial Interest Period to
be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”.


 


If no election as to the Type of Borrowing is specified, then the requested
Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Borrowing or
Term Benchmark Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration.
Promptly following receipt of a Borrowing Request in accordance with this ‎Section 2.03(a), the Administrative Agent shall advise
each Lender under the applicable Revolving Facility of the details thereof and of the amount of such Lender’s Revolving Loan under
such Revolving Facility to be made as part of the requested Borrowing.


 


 


 


 






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Section
2.04.            
Funding of Borrowings. (a) Each Lender under the applicable Revolving Facility shall
make each Revolving Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds by 2:00
p.m., New York City time, or such earlier time as may be reasonably practicable, to the account of the Administrative Agent most recently
designated by it for such purpose by notice to the Lenders. Upon satisfaction or waiver of the conditions precedent specified herein,
the Administrative Agent will make such Revolving Loans available to the Borrower by promptly crediting the amounts so received, in like
funds, to an account of the Borrower designated by the Borrower in the applicable Borrowing Request; provided that ABR Revolving
Loans made to finance the reimbursement of an LC Disbursement as provided in ‎Section 2.02(e) shall be remitted by the Administrative
Agent to the Issuing Lender. 


 


(b)               
Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing (or,
with respect to any ABR Borrowing made on same-day notice, prior to 12:00 noon, New York City time, on the date of such Borrowing) that
such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent
may assume that such Lender has made such share available on such date in accordance with paragraphs ‎(a) and/or ‎(b)
of this Section ‎2.04 and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In
such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable
Lender and the Borrower severally agree to pay to the Administrative Agent forthwith upon written demand such corresponding amount with
interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of
payment to the Administrative Agent, at (i) in the case of such Lender, the greater of the NYFRB Rate and a rate determined by the
Administrative Agent in accordance with banking industry rules on interbank compensation or (ii) in the case of the Borrower, the
interest rate otherwise applicable to such Borrowing. If such Lender pays such amount to the Administrative Agent, then such amount shall
constitute such Lender’s Revolving Loan included in such Borrowing.


 


Section
2.05.            
Interest Elections. (a) The
Borrower may elect from time to time to, (i) convert
ABR Revolving Loans to Term Benchmark Revolving
Loans or, solely in the case of the 2025 Non-Consenting Revolving Loans, Eurodollar Revolving Loans,
(ii) convert Term Benchmark Revolving
Loans or Eurodollar Revolving Loans to ABR Revolving
Loans, provided that any such conversion of Term
Benchmark Revolving Loans or Eurodollar Revolving Loans may
only be made on the last day of an Interest Period with respect thereto or (iii) continue
any Eurodollar Revolving Loan or any Term
Benchmark Revolving Loan as such upon the expiration of the then current Interest Period with respect thereto.


 


(b)               
To make an Interest Election Request pursuant to this Section ‎2.05, the Borrower shall notify the Administrative
Agent of such election by telephone by the time that a Borrowing Request would be required under ‎Section 2.03(a) if the Borrower
were requesting a Borrowing of the Type resulting from such election to be made on the effective date of such election. Each such telephonic
Interest Election Request shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent
of a written Interest Election Request in a form approved by the Administrative Agent and signed by the Borrower.


 


(c)               
Each telephonic and written Interest Election Request shall specify the following information in compliance with ‎Section
2.01:


 


(i)                
the Borrowing to which such Interest Election Request applies (including whether such Borrowing is under the 2024 Revolving
Facility or the 20232025 Revolving Facility)
and, if different options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting
Borrowing (in which case the information to be specified pursuant to clauses ‎(iii) and ‎(iv) below
shall be specified for each resulting Borrowing);


 


(ii)              
the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;


 


 


 


 






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(iii)            
whether the resulting Borrowing is to be an ABR Borrowing or,
a Eurodollar Borrowing or a Term Benchmark Borrowing; and


 


(iv)             
if the resulting Borrowing is a Eurodollar Borrowing or a Term Benchmark Borrowing,
the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition
of the term “Interest Period”.


 


If any such Interest Election Request requests a Eurodollar Borrowing
or a Term Benchmark Borrowing but does not specify an Interest Period, then the Borrower shall
be deemed to have selected an Interest Period of one month’s duration.


 


(d)               
Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each Lender of the details
thereof and of such Lender’s portion of each resulting Borrowing.


 


(e)               
If the Borrower fails to deliver a timely Interest Election Request with respect to a Term
Benchmark Borrowing or Eurodollar Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing
is repaid as provided herein, at the end of such Interest Period such Borrowing shall be converted to an ABR Borrowing. Notwithstanding
any contrary provision hereof, if an Event of Default has occurred and is continuing, and upon the request of the Required Lenders, (i)
no outstanding Borrowing may be converted to or continued as a Eurodollar Borrowing or a Term Benchmark Borrowing
and (ii) unless repaid, each Eurodollar Borrowing and Term Benchmark Borrowing shall
be converted to an ABR Borrowing at the end of the Interest Period applicable thereto.


 


Section
2.06.            
Limitation on Eurodollar Tranches. Notwithstanding
anything to the contrary in this Agreement, all borrowings, conversions and continuations of Eurodollar Revolving Loans
and all selections of Interest Periods shall be in such amounts and be made pursuant to such elections so that, (a) after giving
effect thereto, the aggregate principal amount of the Eurodollar Revolving Loans
comprising each Eurodollar Tranche shall be equal to $5,000,000 or a whole multiple of $1,000,000 in excess thereof and (b) no more
than twenty (20) Eurodollar Tranches shall be outstanding at any one time.


 


Section
2.07.            
Interest on Revolving Loans.


 


(a)               
Subject to the provisions of ‎Section 2.08, each ABR Revolving Loan shall bear interest (computed on the basis
of the actual number of days elapsed over a year of three hundred sixty (360) days or, when the Alternate Base Rate is based on the Prime
Rate, a year with three hundred sixty five (365) days or three hundred sixty six (366) days in a leap year) at a rate per annum equal
to the Alternate Base Rate plus the Applicable Margin.


 


(b)               
Subject to the provisions of ‎Section 2.08, each Eurodollar Revolving Loan shall bear interest (computed on the
basis of the actual number of days elapsed over a year of three hundred sixty (360) days) at a rate per annum equal, during each Interest
Period applicable thereto, to the LIBO Rate for such Interest Period in effect for such Borrowing plus the Applicable Margin.


 


(c)               
Subject to the provisions of ‎Section 2.08, each Term Benchmark Revolving Loan shall bear interest (computed on the
basis of the actual number of days elapsed over a year of three hundred sixty (360) days) at a rate per annum equal, during each Interest
Period applicable thereto, to the Adjusted Term SOFR Rate for such Interest Period in effect for such Borrowing plus the Applicable Margin.


 


 


 


 






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(d)               
(c) Accrued interest on all Revolving Loans shall be payable in arrears
on each Interest Payment Date applicable thereto, on the Termination Date with respect to such Revolving Loans or the related Revolving
Commitments and thereafter on written demand and (with respect to Eurodollar Revolving Loans or Term Benchmark
Revolving Loans) upon any repayment or prepayment thereof (on the amount repaid or prepaid); provided that in the event
of any conversion of any Eurodollar Revolving Loan or Term Benchmark Revolving Loan to an ABR
Revolving Loan, accrued interest on such Revolving Loan shall be payable on the effective date of such conversion.


 


Section
2.08.            
Default Interest. If the Borrower shall default in the payment of the principal of
or interest on any Revolving Loan or in the payment of any fee becoming due hereunder or in the reimbursement pursuant to ‎Section
2.02(e) of any LC Disbursement, whether at stated maturity, by acceleration or otherwise, the Borrower shall on written demand of the
Administrative Agent (which written demand shall be given at the request of the Required Lenders) from time to time pay interest, to the
extent permitted by law, on all overdue amounts up to (but not including) the date of actual payment (after as well as before judgment)
at a rate per annum (computed on the basis of the actual number of days elapsed over a year of three hundred sixty (360) days or, when
the Alternate Base Rate is applicable and is based on the Prime Rate, a year of three hundred sixty five (365) days or three hundred sixty
six (366) days in a leap year) equal to (a) with respect to the principal
amount of any Revolving Loan, the rate then applicable for such Borrowings plus 2.0%, and (b)
with respect to interest, fees and reimbursement of LC Disbursements, the rate applicable for ABR Revolving Loans plus 2.0%.


 


Section
2.09.            
Alternate Rate of Interest.


 


(a)               
Subject to Sections 2.09(b)-(g), in the event, and on each occasion, that (i) on
the date that is two (2) Business Days prior to the commencement of any Interest Period for a Eurodollar Revolving Loan, the Administrative
Agent shall have reasonably determined (which determination shall be conclusive and binding upon the Borrower absent manifest error) that
reasonable means do not exist for ascertaining the applicable LIBO Rate (including because the LIBO Screen Rate is not available or published
on a current basis), or (ii) prior to the commencement of
any Interest Period for a Term Benchmark Borrowing, (A) the Administrative Agent determines (which determination shall be conclusive absent
manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted Term SOFR Rate (including because the Term
SOFR Reference Rate is not available or published on a current basis) for such Interest Period or (B) the Administrative Agent is advised
by the Required Lenders that the Adjusted Term SOFR Rate for such Interest Period will not adequately and fairly reflect the cost to such
Lenders (or Lender) of making or maintaining their Revolving Loans (or its Revolving Loan) included in such Borrowing for such Interest
Period, then the Administrative Agent shall, as soon as practicable thereafter, give written, facsimile or telegraphic notice
of such determination to the Borrower and the Lenders and, until the circumstances giving rise to such notice no longer exist, any request
by the Borrower for a Borrowing of Eurodollar Revolving Loans or Term Benchmark Revolving Loans hereunder
(including pursuant to a refinancing with EurodollarTerm
Benchmark Revolving Loans and including any request to continue, or to convert to, Eurodollar Revolving Loans or
Term Benchmark Revolving Loans) shall be deemed a request for a Borrowing of ABR Revolving Loans; provided that no Benchmark
Transition Event shall have occurred at such time.


 


 


 


 






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(b)               
Notwithstanding anything to the contrary herein or in any other Loan Document, if a Benchmark Transition Event, a Term SOFR
Transition Event or an Early Opt-in Election or an Other Benchmark Rate Election, as applicable, and its related Benchmark Replacement
Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then if a Benchmark Replacement
is determined in accordance with clause (x)(1), (x)(2)
or (2y)(1) of the definition of “Benchmark
Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder
and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further
action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in
accordance with clause (x)(3) or (y)(2) of the definition
of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for
all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the
tenth (10th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or
further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not
received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders.


 


(c)               
Notwithstanding anything to the contrary herein or in any other Loan Document and subject to the proviso below in this paragraph,
if a Term SOFR Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any
setting of the then-current Benchmark, then the applicable Benchmark Replacement will replace the then-current Benchmark for all purposes
hereunder or under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, without any amendment to,
or further action or consent of any other party to, this Agreement or any other Loan Document; provided that, this clause (c) shall not
be effective unless the Administrative Agent has delivered to the Lenders and the Borrower a Term SOFR Notice. For the avoidance of doubt,
the Administrative Agent shall not be required to deliver a Term SOFR Notice after the occurrence of a Term SOFR Transition Event and
may do so in its sole discretion.


 


(d)               
In connection with the implementation of a Benchmark Replacement,Notwithstanding
anything to the contrary herein or in any other Loan Document, the Administrative Agent will have the right to make Benchmark
Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any
amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any
other party to this Agreement or any other Loan Document.


 


(e)               
The Administrative Agent will promptly notify the Borrower and the Lenders of (i) any occurrence of a Benchmark Transition
Event, an Early Opt-in Election or an Other Benchmark Rate Election, as applicable, (ii) the implementation of any Benchmark Replacement,
(iii) the effectiveness of any Benchmark Replacement Conforming Changes, (iv) the removal or reinstatement of any tenor of a
Benchmark pursuant to clause (f) below and (v) the commencement or conclusion of any Benchmark Unavailability Period. Any determination,
decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this
Section 2.09, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event,
circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent
manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other
Loan Document, except, in each case, as expressly required pursuant to this Section 2.09.


 


 


 






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(f)                
Notwithstanding anything to the contrary herein or in any other Loan Document, at any time (including in connection with
the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including Term SOFR or LIBO Rate) and
either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to
time as selected by the Administrative Agent in its reasonable discretion or (B) the regulatory supervisor for the administrator of such
Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is or will be no
longer representative, then the Administrative Agent may modify the definition of “Interest Period” for any Benchmark settings
at or after such time to remove such unavailable or non-representative tenor and (ii) if a tenor that was removed pursuant to clause (i)
above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B)
is not, or is no longer, subject to an announcement that it is or will no longer be representative for a Benchmark (including a Benchmark
Replacement), then the Administrative Agent may modify the definition of “Interest Period” for all Benchmark settings at or
after such time to reinstate such previously removed tenor.


 


(g)               
Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke
any request for a Borrowing of, conversion to or continuation of Eurodollar Revolving Loans or Term Benchmark
Revolving Loans, as applicable, to be made, converted or continued during any Benchmark Unavailability Period and, failing
that, either (xi) the Borrower will be deemed
to have converted any request for a Eurodollar Revolving Loan Borrowing or Term Benchmark Borrowing into
a request for a Borrowing of or conversion to ABR Loans or (yii)
any Eurodollar Revolving Loan Borrowing or Term Benchmark Borrowing shall be ineffective. During
any Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component
of the Alternate Base Rate based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in
any determination of the Alternate Base Rate. Furthermore, if any Eurodollar Revolving Loan or Term Benchmark
Revolving Loan is outstanding on the date of the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability
Period with respect to a Relevant Rate applicable to such Eurodollar Revolving Loan or Term Benchmark Revolving
Loan, then until such time as a Benchmark Replacement is implemented pursuant to this Section 2.09, on the last day of the
Interest Period applicable to such Revolving Loan (or the next succeeding Business Day if such
day is not a Business Day), such Revolving Loan shall be converted by the Administrative Agent
to, and shall constitute, an ABR Loan on such day.


 


Section
2.10.            
Repayment of Revolving Loans; Evidence of Debt.


 


(a)               
The Borrower hereby unconditionally promises to pay to the Administrative Agent for the ratable account of each Lender under
the applicable Revolving Facility the then unpaid principal amount of each Revolving Loan then outstanding on the Termination Date applicable
to such Revolving Loan.


 


(b)               
Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the
Borrower to such Lender resulting from each Revolving Loan made by such Lender, including the amounts of principal and interest payable
and paid to such Lender from time to time hereunder.


 


(c)               
The Administrative Agent shall maintain accounts for each Revolving Facility in which it shall record (i) the amount
of each Revolving Loan made hereunder under such Revolving Facility, the Type thereof and the Interest Period applicable thereto, (ii)
the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder under
such Revolving Facility and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders
under such Revolving Facility and each Lender’s share thereof. The Borrower shall have the right, upon reasonable notice, to request
information regarding the accounts referred to in the preceding sentence.


 


(d)               
The entries made in the accounts maintained pursuant to paragraph ‎(b) or ‎(c) of this Section shall
be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any
Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the
Borrower to repay the Revolving Loans in accordance with the terms of this Agreement.


 


 


 


 






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(e)               
Any Lender may request that Revolving Loans made by it under any Revolving Facility be evidenced by a promissory note. In
such event, the Borrower shall promptly execute and deliver to such Lender a promissory note payable to the order of such Lender (or,
if requested by such Lender, to such Lender and its registered assigns) in a form furnished by the Administrative Agent and reasonably
acceptable to the Borrower. Thereafter, the Revolving Loans evidenced by such promissory note and interest thereon shall at all times
(including after assignment pursuant to ‎Section 10.02) be represented by one or more promissory notes in such form payable
to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns).


 


Section
2.11.            
Optional Termination or Reduction of Revolving Commitments. Upon at least one (1) Business
Day prior written notice to the Administrative Agent, the Borrower may at any time in whole permanently terminate, or from time to time
in part permanently reduce, the Unused Total Revolving Commitment under any Revolving Facility; provided that each such notice
shall be revocable to the extent such termination or reduction would have resulted from a refinancing of the Obligations, which refinancing
shall not be consummated or shall otherwise be delayed. Each such reduction of the Unused Total Revolving Commitment under any Revolving
Facility shall be in the principal amount not less than $5,000,000 and in an integral multiple of $1,000,000. Simultaneously with each
reduction or termination of the applicable Revolving Commitment, the Borrower shall pay to the Administrative Agent for the account of
each Lender under the applicable Revolving Facility the Commitment Fee accrued and unpaid on the amount of the applicable Revolving Commitment
of such Lender so terminated or reduced through the date thereof. Any reduction of the Total Revolving Commitment under the applicable
Revolving Facility pursuant to this Section ‎2.11 shall be applied to reduce the Revolving Commitment under such Revolving Facility
of each Lender on a pro rata basis.


 


Section
2.12.            
Mandatory Prepayment of Revolving Loans and Mandatory Commitment Reductions; Commitment Termination.


 


(a)               
The Borrower shall prepay the Revolving Loans under any Revolving Facility (without any corresponding reduction in Revolving
Commitments) in an amount necessary to comply with ‎Section 6.03, in each case as directed by the Borrower.


 


(b)               
If at any time the Total 2024 Revolving Extensions of Credit for any reason exceed the Total 2024 Revolving Commitment at
such time or the Total 20232025 Revolving Extensions
of Credit for any reason exceed the Total 20232025
Revolving Commitment at such time, the Borrower shall prepay Revolving Loans under the applicable Revolving Facility on a pro rata basis
in an amount sufficient to eliminate such excess. If, after giving effect to the prepayment of all outstanding Revolving Loans under the
applicable Revolving Facility, the Total 2024 Revolving Extensions of Credit exceed the Total 2024 Revolving Commitment then in effect
or the Total 20232025 Revolving Extensions of
Credit exceed the Total 20232025 Revolving Commitment
then in effect, the Borrower shall Cash Collateralize outstanding Letters of Credit under the applicable Revolving Facility to the extent
of such excess.


 


(c)               
Upon the Termination Date applicable to any Revolving Commitment, such Revolving Commitment shall be terminated in full
and the Borrower shall repay the applicable Revolving Loans in full and, except as the Administrative Agent may otherwise agree in writing,
if any Letter of Credit remains outstanding under the applicable Revolving Facility, comply with ‎Section 2.02(j) in accordance
therewith.


 


(d)               
All prepayments under this ‎Section 2.12 shall be accompanied by accrued but unpaid interest on the principal
amount being prepaid to (but not including) the date of prepayment, plus any Fees and any losses, costs and expenses, as more fully described
in ‎Section 2.15 and ‎2.19 hereof.


 


 


 


 






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Section
2.13.            
Optional Prepayment of Revolving Loans.


 


(a)               
The Borrower shall have the right, at any time and from time to time, to prepay any Revolving Loans under any Revolving
Facility, in whole or in part, (i) with respect to Eurodollar Revolving Loans or Term Benchmark Revolving
Loans, upon (A) telephonic notice followed promptly by written or facsimile notice or (B) written or facsimile notice
received by 1:00 p.m., New York City time, three (3) Business Days prior to the proposed date of prepayment and (ii) with respect
to ABR Revolving Loans, upon written or facsimile notice received by 1:00 p.m., New York City time, one (1) Business Day prior to the
proposed date of prepayment; provided that ABR Revolving Loans may be prepaid on the same day notice is given if such notice is
received by the Administrative Agent by 12:00 noon, New York City time; provided further, however, that (A) each such
partial prepayment shall be in an amount not less than $5,000,000 and in integral multiples of $1,000,000, (B) no prepayment of
Eurodollar Revolving Loans or Term Benchmark Revolving Loans shall be permitted pursuant to this
‎Section 2.13(a) other than on the last day of an Interest Period applicable thereto unless such prepayment is accompanied
by the payment of the amounts described in ‎Section 2.15, and (C) no partial prepayment of a Borrowing of Eurodollar Revolving
Loans or a Borrowing of Term Benchmark Revolving Loans shall result in the aggregate principal
amount of thesuch Eurodollar Revolving
Loans or Term Benchmark Revolving Loans remaining outstanding pursuant to such Borrowing being less than $5,000,000.


 


(b)               
All prepayments under ‎Section 2.13(a) shall be accompanied by accrued but unpaid interest on the principal amount
being prepaid to (but not including) the date of prepayment, plus any Fees and any losses, costs and expenses, as more fully described
in Sections ‎2.15 and ‎2.19 hereof.


 


(c)               
Each notice of prepayment shall specify the prepayment date, the applicable Revolving Facility, the principal amount of
the Revolving Loans thereunder to be prepaid and, in the case of Eurodollar Revolving Loans or Term Benchmark
Revolving Loans, the Borrowing or Borrowings pursuant to which made, shall be irrevocable and shall commit the Borrower to
prepay such Revolving Loan by the amount and on the date stated therein; provided that the Borrower may revoke any notice of prepayment
under this ‎Section 2.13 if such prepayment would have resulted from a refinancing of any or all of the Obligations hereunder,
which refinancing shall not be consummated or shall otherwise be delayed. The Administrative Agent shall, promptly after receiving notice
from the Borrower hereunder, notify each Lender under the applicable Revolving Facility of the principal amount of the Revolving Loans
held by such Lender which are to be prepaid, the prepayment date and the manner of application of the prepayment.


 


Section
2.14.            
Increased Costs. (a) If any Change in Law shall: 


 


(i)                
subject any Lender or Issuing Lender to any Taxes (other than (A) Indemnified Taxes or (B) Excluded Taxes) on its loans,
loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable
thereto; or


 


(ii)              
impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or
for the account of, or credit extended by, any Lender (except any such reserve requirement subject to Section 2.14(c)) or Issuing Lender;
or


 


(iii)            
solely with respect to Eurodollar Revolving Loans, impose on any Lender or Issuing
Lender or the London interbank market any other condition (other than Taxes) affecting this Agreement or Eurodollar Revolving Loans made
by such Lender or any Letter of Credit or participation therein;


 


 


 


 






    	 	59	 



     


    

 


and the result of any of the foregoing shall be to increase the cost
to such Lender of converting any ABR Revolving Loan to a Eurodollar Revolving Loan or a Term Benchmark Revolving
Loan or making, maintaining or continuing any Eurodollar Revolving Loan or a Term Benchmark Revolving
Loan (or of maintaining its obligation to make any such Revolving Loan) or to increase the cost to such Lender or Issuing Lender
of participating in, issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by such Lender
or Issuing Lender hereunder (whether of principal, interest or otherwise), then the Borrower will pay to such Lender or Issuing Lender,
as the case may be, such additional amount or amounts as will compensate such Lender or Issuing Lender, as the case may be, for such additional
costs incurred or reduction suffered.


 


(b)               
If any Lender or Issuing Lender reasonably determines in good faith that any Change in Law regarding capital or liquidity
requirements has or would have the effect of reducing the rate of return on such Lender’s or Issuing Lender’s capital or on
the capital of such Lender’s or Issuing Lender’s holding company, if any, as a consequence of this Agreement or the Revolving
Loans made by, or participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by such Issuing Lender, to
a level below that which such Lender or Issuing Lender or such Lender’s or Issuing Lender’s holding company could have achieved
but for such Change in Law (taking into consideration such Lender’s or Issuing Lender’s policies and the policies of such
Lender’s or Issuing Lender’s holding company with respect to capital adequacy or liquidity), then from time to time the Borrower
will pay to such Lender or Issuing Lender, as the case may be, such additional amount or amounts, in each case as documented by such Lender
or Issuing Lender to the Borrower as will compensate such Lender or Issuing Lender or such Lender’s or Issuing Lender’s holding
company for any such reduction suffered; it being understood that to the extent duplicative of the provisions in ‎Section 2.16,
this ‎Section 2.14(b) shall not apply to Taxes.


 


(c)               
The Borrower shall pay to each Lender (i) as long as such Lender shall be required to maintain reserves with respect
to liabilities or assets consisting of or including Eurodollar funds or deposits, additional interest on the unpaid principal amount of
each Eurodollar Revolving Loan equal to the actual costs of such reserves allocated to such Revolving Loan by such Lender (as determined
by such Lender in good faith, which determination shall be conclusive in the absence of manifest error) and (ii) as long as such
Lender shall be required to comply with any reserve ratio requirement or analogous requirement of any other central banking or financial
regulatory authority imposed in respect of the maintenance of the Revolving Commitments or the funding of the Eurodollar Revolving Loans,
such additional costs (expressed as a percentage per annum and rounded upwards, if necessary, to the nearest five decimal places) equal
to the actual costs allocated to such Revolving Commitment or Revolving Loan by such Lender (as determined by such Lender in good faith,
which determination shall be conclusive absent manifest error) which in each case shall be due and payable on each date on which interest
is payable on such Revolving Loan, provided the Borrower shall have received at least fifteen (15) days’ prior notice (with a copy
to the Administrative Agent, and which notice shall specify the Statutory Reserve Rate, if any, applicable to such Lender) of such additional
interest or cost from such Lender. If a Lender fails to give notice fifteen (15) days prior to the relevant Interest Payment Date, such
additional interest or cost shall be due and payable fifteen (15) days from receipt of such notice.


 


(d)               
A certificate of a Lender or Issuing Lender setting forth the amount or amounts necessary to compensate such Lender or Issuing
Lender or its holding company, as the case may be, as specified in paragraph ‎(a), ‎(b) or ‎(c)
of this ‎Section 2.14 shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall
pay such Lender or Issuing Lender, as the case may be, the amount shown as due on any such certificate within fifteen (15) days after
receipt thereof.


 


 


 


 






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(e)               
Failure or delay on the part of any Lender or Issuing Lender to demand compensation pursuant to this ‎Section
2.14 shall not constitute a waiver of such Lender’s or Issuing Lender’s right to demand such compensation; provided
that the Borrower shall not be required to compensate a Lender or Issuing Lender pursuant to this ‎Section 2.14 for any increased
costs or reductions incurred more than one hundred eighty (180) days prior to the date that such Lender or Issuing Lender, as the case
may be, notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or Issuing
Lender’s intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such increased
costs or reductions is retroactive, then the one hundred eighty (180) day period referred to above shall be extended to include the period
of retroactive effect thereof. The protection of this ‎Section 2.14 shall be available to each Lender regardless of any possible
contention as to the invalidity or inapplicability of the law, rule, regulation, guideline or other change or condition which shall have
occurred or been imposed.


 


(f)                
Any determination by a Lender or Issuing Lender of amounts owed pursuant to this ‎Section 2.14 to such Lender
or Issuing Lender due to any Change in Law, pursuant to the proviso in the definition thereof shall be made in good faith in a manner
generally consistent with such Lender’s or Issuing Lender’s standard practice.


 


Section
2.15.            
Break Funding Payments. InOther
than with respect to Loans that bear interest with reference to Daily Simple SOFR, in the event of (a)(a)
the payment of any principal of any Eurodollar Revolving Loan or any Term Benchmark Revolving
Loan other than on the last day of an Interest Period applicable thereto (including as a result of the occurrence and continuance of an
Event of Default), (b)(b) the failure to borrow,
convert, continue or prepay any Eurodollar Revolving Loan or Term Benchmark Revolving Loan on
the date specified in any notice delivered pursuant hereto,  or (c)(c)
the assignment of any Eurodollar Revolving Loan or any Term Benchmark Revolving Loan other than
on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to ‎Section 2.18 or ‎Section
10.08(d), then, in any such event, at the request of such Lender, the Borrower shall compensate such Lender for the loss, cost and expense
attributable to such event. Such loss, cost or expense to any Lender shall be deemed to include an amount reasonably determined in good
faith by such Lender or Issuing Lender to be the excess, if any, of (i)(i)
the amount of interest which would have accrued on the principal amount of such Revolving Loan had such event not occurred, at the applicable
rate of interest for such Revolving Loan (excluding, however the Applicable Margin included therein, if any), for the period from the
date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue,
for the period that would have been the Interest Period for such Revolving Loan), over (ii)(ii)
the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were
it to bid, at the commencement of such period, for dollar deposits of a comparable amount
and period from other banks in the eurodollarapplicable
market. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section
‎2.15 shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount
shown as due on any such certificate within fifteen (15) days after receipt thereof.


 


Section
2.16.            
Taxes. (a) Any and all payments by or on account of any Obligation of the Borrower
hereunder or under any other Loan Document shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes;
provided that if any Indemnified Tax or Other Taxes are required to be withheld from any amounts payable to a Recipient, as determined
in good faith by the applicable Withholding Agent, then (i) the sum payable by the Borrower shall be increased as necessary so that
after making all required deductions (including deductions applicable to additional sums payable under this ‎Section 2.16), such Recipient
receives an amount equal to the sum it would have received had no such deductions been made, (ii) the applicable Withholding Agent
shall make such deductions and (iii) the applicable Withholding Agent shall timely pay the full amount deducted to the relevant Governmental
Authority in accordance with applicable law. 


 


 


 


 






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(b)               
In addition (and without duplication of any payments with respect to Other Taxes pursuant to ‎Section 2.16(a)),
the Borrower shall pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law.


 


(c)               
The Borrower shall indemnify each Recipient within thirty (30) days after written demand therefor, for the full amount of
any Indemnified Taxes or Other Taxes paid by or on behalf of such Recipient on or with respect to any payment by or on account of any
obligation of the Borrower hereunder or under any other Loan Document (including Indemnified Taxes or Other Taxes imposed or asserted
on or attributable to amounts payable under this ‎Section 2.16) and any penalties, interest and reasonable expenses arising
therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted
by the relevant Governmental Authority. After a Recipient learns of the imposition of Indemnified Taxes or Other Taxes, such party will
act in good faith to notify the Borrower promptly of its obligations thereunder. A certificate as to the amount of such payment or liability
delivered to the Borrower by a Lender or Issuing Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its
own behalf or on behalf of a Lender or Issuing Lender, shall be conclusive absent manifest error.


 


(d)               
As soon as practicable after any payment of Indemnified Taxes or Other Taxes by the Borrower to a Governmental Authority
pursuant to this ‎Section 2.16, the Borrower shall deliver to the Administrative Agent the original or a certified copy of
a receipt issued by such Governmental Authority evidencing such payment to the extent available, a copy of the return reporting such payment
or other evidence of such payment reasonably satisfactory to the Administrative Agent.


 


(e)               
Each Lender and Issuing Lender shall severally indemnify the Administrative Agent, within 10 days after demand therefor,
for (i) any Taxes attributable to such Lender or Issuing Lender (but only to the extent that the Borrower has not already indemnified
the Administrative Agent for such Taxes and without limiting the obligation of the Borrower to do so) and (ii) any Taxes attributable
to such Lender's or Issuing Lender’s failure to comply with the provisions of Section 10.02(d) relating to the maintenance of a
Participant Register, in either case, that are payable or paid by the Administrative Agent in connection with any Loan Document, and any
reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted
by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender or Issuing
Lender (as the case may be) by the Administrative Agent shall be conclusive absent manifest error. Each Lender and Issuing Lender hereby
authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document
or otherwise payable by the Administrative Agent to the Lender or Issuing Lender (as the case may be) from any other source against any
amount due to the Administrative Agent under this paragraph (e).


 


(f)                
Any Lender that is entitled to an exemption from or reduction of withholding tax with respect to payments under this Agreement
or any other Loan Document shall deliver to the Borrower (with a copy to the Administrative Agent), at the time or times prescribed by
applicable law or as reasonably requested by the Borrower, such properly completed and executed documentation prescribed by applicable
law or requested by the Borrower as will (i) enable the Borrower to determine whether such Lender is subject to backup withholding
or information reporting requirements, and (ii) permit such payments to be made without withholding or at a reduced rate; provided
that a Foreign Lender shall not be required to deliver any documentation pursuant to this ‎Section 2.16(f) that such Foreign
Lender is not legally able to deliver.


 


(g)               
(i) Without limiting the generality of Section 2.16(f),


 


 


 


 






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(A)             
any Lender that is a U.S. Person (as such term is defined in Section 7701(a)(30) of the Code) shall deliver to the Administrative
Agent (and the Borrower at its request) on or prior to the date on which such Lender becomes a party under this Agreement (and from time
to time thereafter when the previously delivered certificates and/or forms expire, or upon the reasonable request of the Borrower or the
Administrative Agent), executed copies of Internal Revenue Service Form W-9 (or any successor form) certifying that such Lender is exempt
from U.S. federal backup withholding tax;


 


(B)             
any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Administrative Agent (in such number
of copies as shall be requested by the recipient) (and the Borrower at its request) on or prior to the date on which such Foreign Lender
becomes a party under this Agreement (and from time to time thereafter when the previously delivered certificates and/or forms expire,
or upon the reasonable request of the Borrower or the Administrative Agent), whichever of the following is applicable:


 


(1)       in
the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party, executed copies of Internal
Revenue Service Form W-8BEN or W-8BEN-E, as applicable;


 


(2)       executed
copies of Internal Revenue Service Form W-8ECI;


 


(3)       in
the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate
substantially in the Form of Exhibit C-1 to the effect that (i) such Foreign Lender is not (A) a “bank” within the meaning
of section 881(c)(3)(A) of the Code, (B) a “10 percent shareholder” of the Borrower within the meaning of section 881(c)(3)(B)
of the Code, and (C) a “controlled foreign corporation” described in section 881(c)(3)(C) of the Code, and (ii) the interest
payments in question are not effectively connected with the United States trade or business conducted by such Lender (a “U.S. Tax
Compliance Certificate”) and (y) duly completed copies of Internal Revenue Service Form W-8BEN or W-8BEN-E, as applicable;


 


(4)       to
the extent a Foreign Lender is not the beneficial owner (for example, where the Foreign Lender is a partnership or participating bank
granting a typical participation), an Internal Revenue Service Form W-8IMY, accompanied by a Form W-8ECI, W-8BEN or W-8BEN-E, a U.S. Tax
Compliance Certificate substantially in the form of Exhibit C-2 or C-3 (as applicable), Form W-9, and/or other certification documents
from each beneficial owner, as applicable; provided that, if the Foreign Lender is a partnership (and not a participating bank) and one
or more beneficial owners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S.
Tax Compliance Certificate substantially in the form of Exhibit C-4 on behalf of each such beneficial owner; or


 


(5)       any
other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding tax duly completed
together with such supplementary documentation as may be prescribed by applicable law to permit the Borrower to determine the withholding
or deduction required to be made.


 


 


 


 






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If the Administrative Agent is entitled to an exemption
from or reduction of withholding Tax with respect to payments made under any Loan Document, the Administrative Agent shall deliver to
the Borrower, on or prior to the date on which it becomes the Administrative Agent (and from time to time thereafter when the previously
delivered forms expire, or upon the reasonable request of the Borrower), such properly completed and executed documentation prescribed
by applicable law or reasonably requested by the Borrower as will permit such payments to be made without withholding or at a reduced
rate of withholding.


 


The Administrative Agent and each Lender agrees that
if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form
or certification or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so.


 


(ii)              
If a payment made to a Lender under this Agreement or any Loan Document would be subject to U.S. federal withholding Tax
imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained
in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent, at
the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent, such documentation
prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably
requested by the Borrower or the Administrative Agent as may be necessary for the Borrower or the Administrative Agent to comply with
its obligations under FATCA, to determine that such Lender has or has not complied with such Lender's obligations under FATCA or to determine
the amount to deduct and withhold from such payment. Solely for purposes of this clause (2), “FATCA” shall include any amendments
made to FATCA after the date of this Agreement.


 


(h)               
If the Administrative Agent or a Lender determines, in its sole discretion exercised in good faith, that it has received
a refund of any Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts
pursuant to this ‎Section 2.16, it shall pay over an amount equal to such refund to the Borrower (but only to the extent of
indemnity payments made, or additional amounts paid, by the Borrower under this ‎Section 2.16 with respect to the Taxes giving
rise to such refund), net of all out-of-pocket expenses of the Administrative Agent or such Lender incurred in obtaining such refund (including
Taxes imposed with respect to such refund) and without interest (other than any interest paid by the relevant Governmental Authority with
respect to such refund); provided that the Borrower, upon the request of the Administrative Agent or such Lender, agrees to repay the
amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the
Administrative Agent or such Lender in the event the Administrative Agent or such Lender is required to repay such refund to such Governmental
Authority. Notwithstanding anything to the contrary in this paragraph ‎(h), in no event will the Administrative Agent or any
Lender be required to pay any amount to the Borrower pursuant to this paragraph ‎(h) if, and then only to the extent, the payment
of such amount would place the Administrative Agent or Lender in a less favorable net after-Tax position than the Administrative Agent
or Lender would have been in if the indemnification payments or additional amounts giving rise to such refund had never been paid. This
Section shall not be construed to require the Administrative Agent or any Lender to make available its tax returns (or any other information
relating to its taxes which it deems confidential) to the Borrower or any other Person.


 


 


 


 






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Section
2.17.            
Payments Generally; Pro Rata Treatment.


 


(a)               
The Borrower shall make each payment or prepayment required to be made by it hereunder (whether of principal, interest,
fees or reimbursement of LC Disbursements, or of amounts payable under ‎Section 2.14 or ‎2.15, or otherwise) prior
to 1:00 p.m., New York City time, on the date when due, in immediately available funds, without set-off or counterclaim. Any amounts received
after such time on any date may, in the reasonable discretion of the Administrative Agent, be deemed to have been received on the next
succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent at its
offices at 383 Madison Avenue, New York, New York 10179, pursuant to wire instructions to be provided by the Administrative Agent, except
payments to be made directly to an Issuing Lender as expressly provided herein and except that payments pursuant to Sections ‎2.14,
‎2.15 and ‎10.04 shall be made directly to the Persons entitled thereto. The Administrative Agent shall distribute
any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof.
If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding
Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All
payments hereunder shall be made in the applicable currency.


 


(b)               
If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all Obligations
then due hereunder, such funds shall be applied (i) first, towards payment of Fees and expenses then due under Sections ‎2.19
and ‎10.04 payable to the Administrative Agent, (ii) second, towards payment of Fees and expenses then due under
Sections ‎2.20, ‎2.21 and ‎10.04 payable to the Agents, the Lenders and the Issuing Lenders and towards
payment of interest then due on account of the Revolving Loans and Letters of Credit, ratably among the parties entitled thereto in accordance
with the amounts of such Fees and expenses and interest then due to such parties and (iii) third, towards payment of (A) principal
of the Revolving Loans and unreimbursed LC Disbursements then due hereunder, (B) any Designated Banking Product Obligations then due,
to the extent such Designated Banking Product Obligations constitute “Obligations” hereunder, and (C) any Designated Hedging
Obligations then due, to the extent such Designated Hedging Obligations constitute “Obligations” hereunder, ratably among
the parties entitled thereto in accordance with the amounts of principal, and unreimbursed LC Disbursements, Designated Banking Product
Obligations constituting Obligations and Designated Hedging Obligations constituting Obligations then due to such parties.


 


(c)               
Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due
to the Administrative Agent for the account of the Lenders or the Issuing Lenders hereunder that the Borrower will not make such payment,
the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon
such assumption, distribute to the Lenders or the applicable Issuing Lender, as the case may be, the amount due. In such event, if the
Borrower has not in fact made such payment, then each of the Lenders or the applicable Issuing Lender, as the case may be, severally agrees
to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or Issuing Lender with interest thereon,
for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent,
at the greater of the NYFRB Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank
compensation.


 


 


 


 






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(d)               
If any Lender shall fail to make any payment required to be made by it pursuant to ‎Section 2.02(d), ‎2.02(e),
‎2.04(a), ‎8.04 or ‎10.04(c), then the Administrative Agent may, in its discretion (notwithstanding any
contrary provision hereof), apply any amounts thereafter received by the Administrative Agent for the account of such Lender to satisfy
such Lender’s obligations under such Sections until all such unsatisfied obligations are fully paid.


 


(e)               
Pro Rata Treatment. (i) Each payment by the Borrower of interest in respect of the Revolving Loans of any Class
shall be applied to the amounts of such obligations owing to the Lenders of such Class pro rata according to the respective amounts then
due and owing to the Lenders.


 


(ii)              
Each payment (including each prepayment) by the Borrower on account of principal of the Revolving Loans under the applicable
Revolving Facility shall be made pro rata according to the respective outstanding principal amounts of the Revolving Loans then held by
the Lenders under such Revolving Facility.


 


Section
2.18.            
Mitigation Obligations; Replacement of Lenders. (a) If the Borrower is required
to pay any additional amount or indemnification payment to any Lender under ‎Section 2.14 or to any Lender or any Governmental Authority
for the account of any Lender pursuant to ‎Section 2.16, then such Lender shall use reasonable efforts to designate a different lending
office for funding or booking its Revolving Loans hereunder, to assign its rights and obligations hereunder to another of its offices,
branches or affiliates or to file any certificate or document reasonably requested by the Borrower, if, in the judgment of such Lender,
such designation, assignment or filing (i) would eliminate or reduce amounts payable pursuant to ‎Section 2.14 or ‎2.16, as
the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense (other than immaterial costs
and expenses) and would not otherwise be materially disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs
and expenses incurred by any Lender in connection with any such designation or assignment.


 


(b)               
If, after the date hereof, any Lender requests compensation under ‎Section 2.14 or if the Borrower is required
to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to ‎Section
2.16, or becomes a Defaulting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative
Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in ‎Section
10.02), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee
may be another Lender, if a Lender accepts such assignment); provided that (i) such Lender shall have received payment of an
amount equal to the outstanding principal of its Revolving Loans and participations in LC Disbursements, accrued interest thereon, accrued
fees and all other amounts due, owing and payable to it hereunder at such time, from the assignee (to the extent of such outstanding principal
and accrued interest and fees) or the Borrower (in the case of all other amounts) and (ii) in the case of payments required to
be made pursuant to ‎Section 2.16, such assignment will result in a reduction in such compensation or payments. A Lender shall
not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the
circumstances entitling the Borrower to require such assignment and delegation cease to apply.


 


(c)               
Each party hereto agrees that (a) an assignment required pursuant to this Section 2.18 may be effected pursuant to
an Assignment and Acceptance executed by the Borrower, the Administrative Agent and the assignee and (b) the Lender required to make such
assignment need not be a party thereto in order for such assignment to be effective and shall be deemed to have consented to and be bound
by the terms thereof; provided that, following the effectiveness of any such assignment, the other parties to such assignment agree
to execute and deliver such documents necessary to evidence such assignment as reasonably requested by the applicable Lender; provided,
further that any such documents shall be without recourse to or warranty by the parties thereto.



 


 


 


 






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Section
2.19.            
Certain Fees. The Borrower shall pay (a)
to the Lenders (or their affiliates) party thereto the fees set forth in that certain Upfront Fee Letter dated as of March 30, 2018 among
such Lenders (or their affiliates) and the Borrower at the times set forth therein and (b)
to the Administrative Agent the fees set forth in that certain Administrative Agent Fee Letter dated as of March 30, 2018 between the
Administrative Agent and the Borrower, in each case at the times set forth therein.


 


Section
2.20.            
Commitment Fee and Upfront Fees.


 


(a)
. The Borrower shall pay to the Administrative Agent for the
accounts of the Lenders under each Revolving Facility a commitment fee (the “Commitment Fee”) for the period commencing
on the Amendment No. 1 Effective Date to the applicable Termination Date or the earlier date of termination of the applicable Revolving
Commitment under such Revolving Facility, computed (on the basis of the actual number of days elapsed over a year of three hundred sixty
(360) days) at the Commitment Fee Rate on the average daily Unused Total Revolving Commitment with respect to such Revolving Facility.
Such Commitment Fee, to the extent then accrued, shall be payable (i)(a)
on the last Business Day of each March, June, September and December, (ii)(b)
on the LC Tranche Facility Termination Date with respect to the LC Tranche Commitments, on the 2024 Revolving Facility Termination Date
with respect to the 2024 Revolving Commitments and on the 20232025
Revolving Facility Termination Date with respect to the 20232025
Revolving Commitments, and (iii)(c)
as provided in ‎Section 2.11 hereof, upon any reduction or termination
in whole or in part of the Total LC Tranche Commitment, Total 2024 Revolving Commitment or the Total 20232025
Revolving Commitment, as applicable.


 


(b) The Borrower shall pay on
the Closing Date (x) to each Lender under the 2024 Revolving Facility as of such date, as compensation for providing the 2024 Revolving
Commitments, an upfront fee (the “2024 Upfront Fee”) in an amount equal to 0.15%
of such Lender’s 2024 Revolving Commitment on the Closing Date and (y) to each Lender under the 2023 Revolving Facility as of such
date, as compensation for providing the 2023 Revolving Commitments, an upfront fee (the “2023 Upfront Fee”
and, together with the 2024 Upfront Fee, the “Upfront Fees”) in an amount equal to
0.25% of such Lender’s 2023 Revolving Commitment on the Closing Date. The Upfront Fees shall be in all respects fully earned, due
and payable on the Closing Date and non-refundable and non-creditable thereafter.


 


Section
2.21.            
Letter of Credit Fees. The Borrower shall pay with respect to each Letter
of Credit under the applicable Revolving Facility (i) to the Administrative Agent for the account of the Lenders under such Revolving
Facility a fee calculated (on the basis of the actual number of days elapsed over a year of three hundred sixty (360) days) at the per
annum rate equal to, (x) solely in the case of the 2025 Non-Consenting Revolving Commitments,
the Applicable Margin then in effect with respect to Eurodollar Revolving Loans under suchthe
2025 Revolving Facility on the daily average LC Exposure under suchthe
2025 Revolving Facility (excluding, in each case,
any portion thereof attributable to unreimbursed LC Disbursements) and,
(y) other than in the case of the 2025 Non-Consenting Revolving Commitments, the Applicable Margin applicable to Letters of Credit under
the applicable Revolving Facility at such time excluding, in each case, any portion thereof attributable to unreimbursed LC Disbursements,
to be shared ratably among the Lenders under such Revolving Facility and (ii) to each Issuing Lender (with respect to each Letter
of Credit issued by it), such Issuing Lender’s customary fees for issuance, amendments and processing referred to in ‎Section
2.02. In addition, the Borrower agrees to pay each Issuing Lender for its account a fronting fee of 0.125% per annum in respect of each
Letter of Credit issued by such Issuing Lender, for the period from and including the date of issuance of such Letter of Credit to and
including the date of termination of such Letter of Credit. Accrued fees described in this paragraph in respect of each Letter of Credit
under the applicable Revolving Facility shall be due and payable quarterly in arrears on the last Business Day of each March, June, September
and December and on the LC Tranche Facility Termination Date with respect to LC Tranche Commitments, the 2024 Revolving Facility Termination
Date with respect to 2024 Revolving Commitments and on the 20232025
Revolving Facility Termination Date with respect to 20232025
Revolving Commitments.


 


Section
2.22.            
Nature of Fees. All Fees shall be paid on the dates due, in immediately available funds,
to the Administrative Agent or the Arrangers, as applicable, as provided herein and in the fee letters described in ‎Section 2.19.
Once paid, none of the Fees shall be refundable under any circumstances.


 


 


 






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Section
2.23.            
Right of Set-Off. Upon the occurrence and during the continuance of any Event of Default
pursuant to ‎Section 7.01(b), the Administrative Agent and each Lender (and their respective banking Affiliates) is hereby authorized
at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special,
time or demand, provisional or final but excluding deposits in the Escrow Accounts, Payroll Accounts and other accounts, in each case,
held in trust for an identified beneficiary) at any time held and other indebtedness at any time owing by the Administrative Agent and
each such Lender (or any of such banking Affiliates) to or for the credit or the account of the Borrower against any and all of any such
overdue amounts owing to such Lender (or any of such banking Affiliates) or the Administrative Agent under the Loan Documents, irrespective
of whether or not the Administrative Agent or such Lender shall have made any demand under any Loan Document; provided that each
Lender agrees promptly to notify the Administrative Agent after any such set off and application made by such Lender; provided
that the failure to give such notice shall not affect the validity of such setoff and application; provided, further, that
in the event that any Defaulting Lender exercises any such right of setoff, (x) all amounts so set off will be paid over immediately to
the Administrative Agent for further application in accordance with the provisions of ‎Section 2.26(e) and, pending such payment,
will be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent,
the Issuing Lenders and the Lenders and (y) the Defaulting Lender will provide promptly to the Administrative Agent a statement describing
in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender and the
Administrative Agent agree promptly to notify the Borrower after any such set-off and application made by such Lender or the Administrative
Agent (or any of such banking Affiliates), as the case may be, provided that the failure to give such notice shall not affect the validity
of such set-off and application. The rights of each Lender and the Administrative Agent under this ‎Section 2.23 are in addition to
other rights and remedies which such Lender and the Administrative Agent may have upon the occurrence and during the continuance of any
Event of Default.


 


Section
2.24.            
[Reserved]Interest Rate Limitation.


 


. Notwithstanding anything herein
to the contrary, if at any time the interest rate applicable to any Loan or other Obligation owing under this Agreement, together with
all fees, charges and other amounts that are treated as interest on such Loan or other Obligation under applicable law (collectively,
“Charges”), shall exceed the maximum lawful rate (the “Maximum Rate”) that may be contracted for, charged, taken,
received or reserved by the Lender or other Person holding such Loan or other Obligation in accordance with applicable law, the rate of
interest payable in respect of such Loan or other Obligation hereunder, together with all charges payable in respect thereof, shall be
limited to the Maximum Rate. To the extent lawful, the interest and charges that would have been paid in respect of such Loan or other
Obligation but were not paid as a result of the operation of this Section shall be cumulated and the interest and charges payable to such
Lender or other Person in respect of other Loans or Obligations or periods shall be increased (but not above the amount collectible at
the Maximum Rate therefor) until such cumulated amount, together with interest thereon at the federal funds rate for each day to the date
of repayment, shall have been received by such Lender or other Person. Any amount collected by such Lender or other Person that exceeds
the maximum amount collectible at the Maximum Rate shall be applied to the reduction of the principal balance of such Loan or other Obligation
or refunded to the Borrower so that at no time shall the interest and charges paid or payable in respect of such Loan or other Obligation
exceed the maximum amount collectible at the Maximum Rate.


 


Section
2.25.            
Payment of Obligations. Subject to the provisions of ‎Section 7.01, upon the maturity
(whether by acceleration or otherwise) of any of the Obligations under this Agreement or any of the other Loan Documents of the Borrower,
the Lenders shall be entitled to immediate payment of such Obligations. 


 


 


 


 






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Section
2.26.            
Defaulting Lenders. (a) Anything herein to the contrary notwithstanding, no Defaulting
Lender shall be entitled to receive any fees accruing pursuant to ‎Section 2.20(a) 
and ‎2.21 during the period that such Lender is a Defaulting Lender (without prejudice to the rights of the Non-Defaulting Lenders
in respect of such fees), provided that (1) to the extent that all or a portion of the LC Exposure with respect to a Revolving Facility
of such Defaulting Lender is reallocated to the Non-Defaulting Lenders under such Revolving Facility pursuant to ‎Section 2.26(b)(i),
such fees that would have accrued for the benefit of such Defaulting Lender shall instead accrue for the benefit of and be payable to
such Non-Defaulting Lenders, pro rata in accordance with their respective Revolving Commitments under such Revolving Facility,
and (2) to the extent that all or any portion of such LC Exposure cannot be so reallocated and is not Cash Collateralized in accordance
with ‎Section 2.26(b)(ii), such fees shall instead accrue for the benefit of and be payable to the Issuing Lenders as their interests
appear (and the applicable pro rata payment provisions under this Agreement shall automatically be deemed adjusted to reflect the
provisions of this Section).


 


(b)               
If any LC Exposure with respect to a Revolving Facility exists at the time a Lender under such Revolving Facility becomes
a Defaulting Lender then:


 


(i)                
the LC Exposure under such Revolving Facility of such Defaulting Lender will, upon notice by the Administrative Agent, and
subject in any event to the limitation in the first proviso below, automatically be reallocated (effective on the day such Lender becomes
a Defaulting Lender) among the Non-Defaulting Lenders under such Revolving Facility pro rata in accordance with their respective
Revolving Commitments thereunder; provided that (A) the Revolving Extensions of Credit under such Revolving Facility of each
such Non-Defaulting Lender may not in any event exceed the Revolving Commitment under such Revolving Facility of such Non-Defaulting Lender
as in effect at the time of such reallocation, (B) subject to ‎Section 10.16, such reallocation will not constitute
a waiver or release of any claim the Borrower, the Administrative Agent, the Issuing Lenders or any other Lender may have against such
Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure
following such reallocation and (C) neither such reallocation nor any payment by a Non-Defaulting Lender as a result thereof will cause
such Defaulting Lender to be a Non-Defaulting Lender; and


 


(ii)              
to the extent that any portion (the “unreallocated portion”) of the Defaulting Lender’s LC Exposure
under the applicable Revolving Facility cannot be so reallocated, whether by reason of the first proviso in clause ‎(i)
above or otherwise, the Borrower will, not later than three (3) Business Days after demand by the Administrative Agent, (A) Cash Collateralize
the obligations of the Borrower to the Issuing Lenders in respect of such LC Exposure in an amount at least equal to the aggregate amount
of the unreallocated portion of such LC Exposure or (B) make other arrangements satisfactory to the Administrative Agent and the Issuing
Lenders in their sole discretion to protect them against the risk of non-payment by such Defaulting Lender.


 


(c)               
In addition to the other conditions precedent set forth in this Agreement, if any Lender under the applicable Revolving
Facility becomes, and during the period it remains, a Defaulting Lender, no Issuing Lender shall be required to issue any Letter of Credit
or to amend any outstanding Letter of Credit under such Revolving Facility, unless:


 


 


 


 






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(i)                
in the case of a Defaulting Lender, the LC Exposure under such Revolving Facility of such Defaulting Lender is reallocated,
as to outstanding and future Letters of Credit, to the Non-Defaulting Lenders under such Revolving Facility as provided in ‎Section
2.26(b)(i), and


 


(ii)              
to the extent full reallocation does not occur as provided in clause ‎(i) above, without limiting the
provisions of ‎Section 2.26(d), the Borrower Cash Collateralizes the obligations of the Borrower in respect of such
Letter of Credit in an amount at least equal to the aggregate amount of the obligations (contingent or otherwise) of such Defaulting Lender
in respect of such Letter of Credit, or makes other arrangements satisfactory to the Administrative Agent and such Issuing Lenders in
their sole discretion to protect them against the risk of non-payment by such Defaulting Lender, or


 


(iii)            
to the extent that neither reallocation nor Cash Collateralization occurs pursuant to clauses ‎(i) or
‎(ii), then in the case of a proposed issuance of a Letter of Credit under the applicable Revolving Facility, by an
instrument or instruments in form and substance satisfactory to the Administrative Agent, and to such Issuing Lender, as the case may
be, (A) the Borrower agrees that the face amount of such requested Letter of Credit will be reduced by an amount equal to the portion
thereof as to which such Defaulting Lender would otherwise be liable, and (B) the Non-Defaulting Lenders under such Revolving Facility
confirm, in their discretion, that their obligations in respect of such Letter of Credit shall be on a pro rata basis in accordance with
the Revolving Commitments under such Revolving Facility of the Non-Defaulting Lenders, and that the applicable pro rata payment provisions
under this Agreement will be deemed adjusted to reflect this provision (provided that nothing in this clause ‎(iii)
will be deemed to increase the Revolving Commitments of any Lender, nor to constitute a waiver or release of any claim the Borrower, the
Administrative Agent, any Issuing Lender or any other Lender may have against such Defaulting Lender, nor to cause such Defaulting Lender
to be a Non-Defaulting Lender).


 


(d)               
If any Lender under the applicable Revolving Facility becomes, and during the period it remains, a Defaulting Lender and
if any Letter of Credit under such Revolving Facility is at the time outstanding, the applicable Issuing Lender may (except to the extent
the applicable Revolving Commitments of such Defaulting Lender have been fully reallocated pursuant to ‎Section 2.26(b)(i)),
by notice to the Borrower and such Defaulting Lender through the Administrative Agent, require the Borrower to Cash Collateralize the
obligations of the Borrower to such Issuing Lender in respect of such Letter of Credit in an amount at least equal to the aggregate amount
of the obligations (contingent or otherwise) of such Defaulting Lender in respect thereof, or to make other arrangements satisfactory
to the Administrative Agent and such Issuing Lender in their sole discretion to protect them against the risk of non-payment by such Defaulting
Lender.


 


(e)               
Any amount paid by the Borrower or otherwise received by the Administrative Agent for the account of a Defaulting Lender
with respect to any Revolving Facility under this Agreement (whether on account of principal, interest, fees, indemnity payments or other
amounts) will not be paid or distributed to such Defaulting Lender, but shall instead be retained by the Administrative Agent in a segregated
account until (subject to ‎Section 2.26(f)) the termination of the applicable Revolving Commitments and payment in full of
all obligations of the Borrower hereunder under the applicable Revolving Facility and will be applied by the Administrative Agent, to
the fullest extent permitted by law, to the making of payments from time to time in the following order of priority: First to the
payment of any amounts owing by such Defaulting Lender to the Administrative Agent under the applicable Revolving Facility, second
to the payment of any amounts owing by such Defaulting Lender to the Issuing Lenders under this Agreement under the applicable Revolving
Facility, third to the payment of the default interest and then current interest due and payable to the Lenders which are Non-Defaulting
Lenders under the applicable Revolving Facility hereunder, ratably among them in accordance with the amounts of such interest then due
and payable to them, fourth to the payment of fees then due and payable to the Non-Defaulting Lenders under the applicable Revolving
Facility hereunder, ratably among them in accordance with the amounts of such fees then due and payable to them, fifth to pay principal
and unreimbursed LC Disbursements under the applicable Revolving Facility then due and payable to the Non-Defaulting Lenders under such
Revolving Facility hereunder ratably in accordance with the amounts thereof then due and payable to them, sixth to the ratable
payment of other amounts then due and payable to the Non-Defaulting Lenders under the applicable Revolving Facility, and seventh
after the termination of the applicable Revolving Commitments and payment in full of all obligations of the Borrower under the applicable
Revolving Facility, to pay amounts owing under this Agreement to such Defaulting Lender or as a court of competent jurisdiction may otherwise
direct.


 


 


 


 






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(f)                
If the Borrower, the Administrative Agent and the Issuing Lenders agree in writing that a Lender that is a Defaulting Lender
should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the Lenders, whereupon as of the effective
date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any amounts
then held in the segregated account referred to in ‎Section 2.26(e)), such Lender shall purchase at par such portions of outstanding
Revolving Loans of the other Lenders under such applicable Revolving Facility, and/or make such other adjustments, as the Administrative
Agent may determine to be necessary to cause the Lenders to hold Revolving Loans under each such Revolving Facility on a pro rata
basis in accordance with their respective applicable Revolving Commitments, whereupon such Lender shall cease to be a Defaulting Lender
and will be a Non-Defaulting Lender (and the LC Exposure under each such Revolving Facility of each Lender shall automatically be adjusted
on a prospective basis to reflect the foregoing); provided that no adjustments shall be made retroactively with respect to fees
accrued while such Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed
by the affected parties, no change hereunder from Defaulting Lender to Non-Defaulting Lender shall constitute a waiver or release of any
claim of any party hereunder arising from such Lender’s having been a Defaulting Lender.


 


(g)               
Notwithstanding anything to the contrary herein, (x) any Lender that is an Issuing Lender hereunder may not be replaced
in its capacity as an Issuing Lender at any time that it has a Letter of Credit outstanding hereunder unless arrangements reasonably satisfactory
to such Issuing Lender have been made with respect to such outstanding Letters of Credit and (y) the Administrative Agent may not be replaced
hereunder except in accordance with the terms of ‎Section 8.05.


 


Section
2.27.            
Currency Equivalents. 


 


(a)               
The Administrative Agent shall determine the Dollar Amount of (x) the LC Exposure in respect of Letters of Credit denominated
in an Alternative Currency based on the Exchange Rate (i) as of the end of each fiscal quarter of the Borrower and (ii) on or about
the date of the related notice requesting the issuance of such Letter of Credit and (y) any other amount to be converted into Dollars
in accordance with the provisions hereof at the time of such conversion.


 


(b)               
If, after giving effect to any such determination of a Dollar Amount, the LC Exposure under the LC Tranche Facility, the
2024 Revolving Facility or the 20232025 Revolving
Facility, as applicable, exceeds 105% of the LC Tranche Commitments, 2024 LC Sublimit or the 20232025
LC Sublimit, as applicable, the Borrower shall, within five (5) Business Days of receipt of notice thereof from the Administrative Agent
setting forth such calculation in reasonable detail, deposit cash collateral in an account with the Administrative Agent pursuant to ‎Section
2.02(j)(ii) in an amount equal to such excess.


 


Section
2.28.            
Increase in Commitments.


 


(a)               
Borrower Request. The Borrower may, by written notice to the Administrative Agent from time to time, request an increase
to the existing LC Tranche Commitments, the 2024 Revolving Commitments and/or 20232025
Revolving Commitments (each, a “Revolving Commitment Increase” and the commitments thereunder, the “Incremental
Commitments”) in an amount not less than (x) with respect to the LC Tranche Commitments, $1,000,000 and (y) with respect to
the 2024 Revolving Commitments and/or the 20232025
Revolving Commitments, $25,000,000, in each case, individually from one or more Incremental Lenders (which may include any existing Lender)
willing to provide such Incremental Commitments in their sole discretion; provided that each Incremental Lender (which is not an existing
Lender) shall be subject to the approval requirements of Section 10.02. Each such notice shall specify (i) whether such Incremental
Commitments are to be established under the LC Tranche Facility, the 2024 Revolving Facility or the 20232025
Revolving Facility, (ii) the date (each, an “Increase Effective Date”) on which the Borrower proposes that the
increased or new Revolving Commitments shall be effective, which shall be a date not less than ten (10) Business Days after the date on
which such notice is delivered to the Administrative Agent and (iii) the identity of each Eligible Assignee to whom the Borrower
proposes any portion of such Incremental Commitments be allocated and the amounts of such allocations (each provider of the Incremental
Commitments referred to herein as an “Incremental Lender”); provided that any existing Lender approached to provide all or
a portion of the increased or new Revolving Commitments may elect or decline, in its sole discretion, to provide such increased or new
Revolving Commitment.


 


 


 


 






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(b)              
Conditions. The Incremental Commitments shall become effective, as of such Increase Effective Date; provided that:


 


(i)               
each of the conditions set forth in ‎Section 4.02 (other than, with respect to Section 4.02(b), the representations
and warranties set forth in Sections ‎3.04(b) and ‎3.06(a)) shall be satisfied;


 


(ii)              
no Default or Event of Default shall have occurred and be continuing or would result from the Borrowings to be made on the
Increase Effective Date;


 


(iii)            
after giving pro forma effect to the Revolving Extensions of Credit to be made on the Increase Effective Date, the Borrower
shall be in compliance with the Collateral Coverage Test, for the avoidance of doubt, without giving effect to any Collateral Coverage
Ratio Cure Period;


 


(iv)             
the Borrower shall make any payments required pursuant to ‎Section 2.15 in connection with any adjustment
of Revolving Loans pursuant to ‎Section 2.28(d); and


 


(v)               
after giving effect to such Revolving Commitment Increase, the Total Revolving Commitment shall not in the aggregate exceed
$3,650,000,000.


 


(c)               
Terms of Incremental Commitments. The terms and provisions of Revolving Loans made pursuant to the Incremental Commitments
shall be identical to any Class of existing Revolving Commitments.


 


The Incremental Commitments shall be effected by a joinder agreement
(the “Increase Joinder”) executed by the Borrower, the Administrative Agent and each Incremental Lender making such
Incremental Commitment, in form and substance reasonably satisfactory to each of them. The Increase Joinder may, without the consent of
any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion
of the Administrative Agent, to effect the provisions of this ‎Section 2.28. In addition, unless otherwise specifically provided herein,
all references in Loan Documents to Revolving Loans shall be deemed, unless the context otherwise requires, to include references to Revolving
Loans made pursuant to Incremental Commitments made pursuant to this Agreement.


 


(d)               
Adjustment of Revolving Loans. Each Incremental Lender that is acquiring a new or additional Revolving Commitment
on the Increase Effective Date shall make a Revolving Loan under the applicable Revolving Facility, the proceeds of which will be used
to prepay the Revolving Loans under such Revolving Facility (if any) of the other Lenders immediately prior to such Increase Effective
Date so that, after giving effect thereto, the Revolving Loans outstanding under such Revolving Facility are held by the Lenders pro rata
based on their Revolving Commitments under such Revolving Facility after giving effect to such Revolving Commitment Increase. If there
is a new Borrowing of Revolving Loans under such Revolving Facility on such Increase Effective Date, the Lenders under such Revolving
Facility after giving effect to such Revolving Commitment Increase shall make such Revolving Loans in accordance with ‎Section
2.01(a).


 


 


 






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Section
2.29.            
Extension of Revolving Commitments.


 


(a)               
The Borrower may, at any time and from time to time (but in no event more than once in any calendar year with respect to
each Revolving Facility), request that all or a portion of the Revolving Commitments of a given Class be amended to extend the maturity
date with respect to all or a portion of such Revolving Commitments by a period of one (1) year (each, an “Extension Request”),
which such Extension Request shall include (i) the applicable Class of Revolving Commitments requested to be extended and (ii) the proposed
date of effectiveness of such extension (the “Extension Date”). The Administrative Agent shall promptly notify each
Lender of such Class of such request, and each such Lender shall in turn, in its sole discretion, not later than thirty (30) days of receipt
of such notification from the Administrative Agent, notify the Borrower and the Administrative Agent in writing as to whether such Lender
will consent to such extension. If any Lender shall fail to notify the Administrative Agent and the Borrower in writing of its consent
to any such request for extension of such maturity date within such thirty (30) day period, such Lender shall be deemed to be a Non-Extending
Lender and only the Revolving Commitments of such Class of those Lenders which have responded affirmatively (each such Lender, an “Extending
Lender”) shall be extended, subject to the satisfaction (or waiver) of the conditions set forth in Section 2.29(b) (any such
Revolving Commitments so extended, “Extended Revolving Credit Commitments”).


 


(b)               
The applicable Extended Revolving Credit Commitments shall become effective upon receipt by the Administrative Agent of
counterparts of an Extension Agreement in substantially the form of Exhibit D hereto (the “Extension Agreement”) duly
completed and signed by the Borrower, the Administrative Agent and each of the Extending Lenders with respect to the applicable Extension
Request; provided that:


 


(i)                
each of the conditions set forth in ‎Section 4.02 (other than, with respect to Section 4.02(b), the representations
and warranties set forth in Sections ‎3.04(b) and ‎3.06(a)) shall be satisfied;


 


(ii)               
no Default or Event of Default shall have occurred and be continuing or would result from such extension of Revolving Commitments;
provided, for the avoidance of doubt, that no Default or Event of Default in respect of Section 6.03 shall have occurred and be
continuing nor result from the making of such Borrowing on and as of the applicable Increase Effective Date, without giving effect to
any Collateral Coverage Ratio Cure Period; and


 


(iii)             
(x) with respect to any Extension Request under the LC Tranche Facility, the extended maturity date thereunder shall not
be a date later than the third anniversary of the applicable Extension Date, (y) with respect to any Extension Request under the 2024
Revolving Facility, the extended maturity date thereunder shall not be a date later than the third anniversary of the applicable Extension
Date and (z) with respect to any Extension Request under the 20232025
Revolving Facility, the extended maturity date thereunder shall not be a date later than the fifth anniversary of the applicable
Extension Date.


 


 


 






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(c)               
No extension of any Class of Revolving Commitments pursuant to this Section 2.29 shall be legally binding on any party
hereto unless and until such Extension Agreement is so executed and delivered by Lenders having greater than 50% of the aggregate amount
of the Revolving Commitments of the applicable Class. The Borrower may obtain the signatures of Lenders having greater than 50% of the
aggregate amount of the Revolving Commitments of the applicable Class by requiring any Lender that has failed to consent to such Extension
Agreement (such Lender, a “Non-Extending Lender”) to assign its Revolving Loans and its Revolving Commitments of the
applicable Class hereunder to one or more assignees reasonably acceptable to (x) the Administrative Agent (unless such assignee is a
Lender or an Affiliate of a Lender) and (y) each Issuing Lender (unless such assignee is a Lender or an Affiliate of a Lender); provided
that: (i) all Obligations of the Borrower owing to such Non-Extending Lender of such Class being replaced shall be paid in full in
same day funds to such Non-Extending Lender concurrently with such assignment, (ii) the replacement Lender shall purchase the foregoing
by paying to such Non-Extending Lender a price equal to the principal amount thereof plus accrued and unpaid interest thereon and the
replacement Lender or, at the option of the Borrower, the Borrower shall pay any amount required by ‎Section 2.15, if applicable
and (iii) the replacement Lender shall execute and deliver such Extension Agreement. No action by or consent of any Non-Extending Lender
shall be necessary in connection with such assignment, which shall be immediately and automatically effective upon payment of such purchase
price. In connection with any such assignment, the Borrower, Administrative Agent, such Non-Extending Lender and the replacement Lender
shall otherwise comply with ‎Section 10.02; provided that if such Non-Extending Lender does not comply with Section
10.02 within five (5) Business Days after the Borrower’s request, compliance with ‎Section 10.02 (but only on the part
of the Non-Extending Lender) shall not be required to effect such assignment.


 


(d)               
If any Lender rejects, or is deemed to have rejected, the Borrower’s proposal to extend its Revolving Commitment of
any Class, (i) this Agreement shall terminate on the Revolving Facility Maturity Date then in effect with respect to such Lender’s
Revolving Commitment of such Class, (ii) the Borrower shall pay to such Lender on such Revolving Facility Maturity Date any amounts due
and payable to such Lender with respect its Revolving Commitment of such Class on such date and (iii) the Borrower may, if it so elects,
designate a Person not theretofore a Lender and reasonably acceptable the Administrative Agent (unless such Person is an Affiliate of
a Lender) (such approval not to be unreasonably withheld or delayed) and each Issuing Lender (unless such Person is an Affiliate of a
Lender) (such approval not to be unreasonably withheld or delayed) to become a Lender, or agree with an existing Lender that such Lender’s
applicable Revolving Commitment shall be increased; provided that any designation or agreement may not increase the Total Revolving
Commitment; provided, further, that any Non-Extending Lender (including any direct or indirect assignee of any Non-Extending
Lender) may, with the written consent of the Borrower, elect at any time prior to the applicable Revolving Facility Maturity Date then
applicable to its Revolving Commitments of such Class to consent to the Borrower’s prior Extension Request by delivering a written
notice to such effect to the Borrower and the Administrative Agent, and upon the receipt by the Borrower and the Administrative Agent
of such notice, the applicable Revolving Facility Maturity Date of each such Non-Extending Lender shall be extended to the date indicated
in the applicable Extension Request and such Non-Extending Lender shall be deemed to be an Extending Lender for all purposes hereunder.
On the date of termination of any Lender’s Revolving Commitment of the applicable Class as contemplated by this subsection (d),
the respective participations of the other Lenders in all outstanding Letters of Credit under the applicable Class shall be redetermined
on the basis of their respective Revolving Commitments with respect to such Class after giving effect to such termination, and the participation
therein of the Lender whose Revolving Commitment of the applicable Class is terminated shall terminate; provided that the Borrower shall,
if and to the extent necessary to permit such redetermination of participations in Letters of Credit under the applicable Revolving Facility
within the limits of the Revolving Commitments which are not terminated, prepay on such date a portion of the outstanding Revolving Loans
under the applicable Revolving Facility, and such redetermination and termination of participations in outstanding Letters of Credit shall
be conditioned upon its having done so.


 


(e)               
The Administrative Agent shall promptly notify the Lenders of the effectiveness of each Extension Agreement pursuant to
this Section 2.29.


 


 


 


 






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Section
3.



REPRESENTATIONS AND WARRANTIES


 


In order to induce the Lenders to make Revolving
Loans and issue and/or participate in Letters of Credit hereunder, the Borrower represents and warrants as follows:


 


Section
3.01.            
Organization and Authority. (a) The Borrower and each of its Material Subsidiaries
are duly organized, validly existing and in good standing under the laws of the jurisdiction of their organization and are duly qualified
and in good standing in each jurisdiction in which the failure to so qualify would have a Material Adverse Effect, (b) the Borrower
has the requisite corporate or limited liability company power and authority to effect the Transactions, and (c) the Borrower and each
of its Material Subsidiaries have all requisite power and authority and the legal right to own or lease and operate their properties,
pledge the Collateral and to conduct their business as now or currently proposed to be conducted. On the Closing Date, the Borrower has
no Material Subsidiaries.


 


Section
3.02.            
Air Carrier Status. The Borrower is an “air carrier” within the meaning
of Section 40102 of Title 49 and holds a certificate under Section 41102 of Title 49. The Borrower holds an air carrier operating certificate
issued pursuant to Chapter 447 of Title 49. The Borrower is a “citizen of the United States” as defined in Section 40102(a)(15)
of Title 49 and as that statutory provision has been interpreted by the DOT pursuant to its policies (a “United States Citizen”).
The Borrower possesses all necessary certificates, franchises, licenses, permits, rights, designations, authorizations, exemptions, concessions,
frequencies and consents which relate to the operation of the routes flown by it and the conduct of its business and operations as currently
conducted except where failure to so possess would not, in the aggregate, have a Material Adverse Effect.


 


Section
3.03.            
Due Execution. The execution, delivery and performance by the Borrower of each of the
Loan Documents to which it is a party (a) are within its corporate powers, have been duly authorized by all necessary corporate action,
including the consent of shareholders where required, and do not (i) contravene the charter or by-laws of the Borrower, (ii) violate
any applicable law (including, without limitation, the Exchange Act) or regulation (including, without limitation, Regulations T, U or
X of the Board), or any order or decree of any court or Governmental Authority, other than violations by the Borrower which would not
reasonably be expected to have a Material Adverse Effect or (iii) conflict with or result in a breach of, constitute a default under,
or create an adverse liability or rights under, any material indenture, mortgage or deed of trust or any material lease, agreement or
other instrument binding on the Borrower or any of its properties, which, in the aggregate, would reasonably be expected to have a Material
Adverse Effect; and (b) do not require the consent, authorization by or approval of or notice to or filing or registration with any
Governmental Authority or any other Person, other than (i) approvals, consents and exemptions that have been obtained on or prior to
the Closing Date and remain in full force and effect and (ii) consents, approvals and exemptions that the failure to obtain in the
aggregate would not be reasonably expected to result in a Material Adverse Effect. Each Loan Document has been duly executed and delivered
by the Borrower. This Agreement is, and each of the other Loan Documents to which the Borrower is or will be a party, when delivered hereunder
or thereunder, will be, a legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its
terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights
generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.


 


 


 


 






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Section
3.04.            
Financial Statements; Material Adverse Change.


 


(a)               
The Borrower has furnished to the Administrative Agent on behalf of the Lenders copies of the audited consolidated financial
statements of the Borrower and its Subsidiaries for the fiscal year ended December 31, 2017, reported on by Ernst & Young LLP. The
Borrower has furnished to the Administrative Agent on behalf of the Lenders copies of the unaudited consolidated financial statements
of the Borrower and its Subsidiaries for the three-month period ended March 31, 2018. Such financial statements present fairly, in all
material respects, in accordance with GAAP, the financial condition, results of operations and cash flows of the Borrower and its Subsidiaries
on a consolidated basis as of the date thereof and for the period covered thereby (subject to normal year-end audit adjustments and the
absence of footnotes in the case of the unaudited financial statements). Documents required to be delivered pursuant to this Section 3.04(a)
which are made available via EDGAR, or any successor system of the SEC, in the Borrower’s Annual Report on Form 10-K or Quarterly
Report on Form 10-Q, shall be deemed delivered to the Administrative Agent and the Lenders on the date such documents are made so available.


 


(b)               
Since December 31, 2017, there has been no Material Adverse Change.


 


Section
3.05.            
Use of Proceeds. The proceeds of the Revolving Loans and Letters of Credit shall be
used for working capital and other general corporate purposes of the Borrower and its Subsidiaries (including the
repayment of Indebtedness and the payment of fees and transaction costs as contemplated hereby and as referred to in ‎Section
2.19 and ‎2.20), and no part of the proceeds of any Revolving Loan will be used for any purpose which would violate, or be inconsistent
with, any of the margin regulations of the Board.


 


Section
3.06.            
Litigation and Compliance with Laws.


 


(a)               
There are no actions, suits, proceedings or investigations pending or, to the knowledge of the Borrower, threatened against
or affecting the Borrower or any of its properties (including any Collateral), before any court or governmental department, commission,
board, bureau, agency or instrumentality, domestic or foreign, (i) that are likely to have a Material Adverse Effect or (ii) that
purport to, or could reasonably be expected to, affect the legality, validity, binding effect or enforceability of the Loan Documents
or, in any material respect, the rights and remedies of the Administrative Agent, the Collateral Agent or the Lenders thereunder or in
connection with the Transactions.


 


(b)               
Except with respect to any matters that, individually or in the aggregate, would not reasonably be expected to result in
a Material Adverse Effect, (i) the Borrower and each of its Material Subsidiaries are currently in compliance with all applicable statutes,
regulations and orders of, and all applicable restrictions imposed by, all Governmental Authorities in respect of the conduct of their
business and ownership of their property (including compliance with all applicable Environmental Laws governing their business), and (ii)
none of the Borrower or its Subsidiaries has (x) become subject to any Environmental Liability, or (y) received written notice of any
pending or, to the knowledge of the Borrower, threatened claim with respect to any Environmental Liability.


 


 


 


 






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Section
3.07.            
Investment Company Act. The Borrower is not, and is not required to be, registered
as an “investment company” under the Investment Company Act of 1940, as amended.


 


Section
3.08.            
ERISA. No Termination Event has occurred or is reasonably expected to occur that would
reasonably be expected to have a Material Adverse Effect.


 


Section
3.09.            
Title to Aircraft Collateral. The Borrower shall have good and marketable title to
each of the Aircraft pledged as Collateral, free of all Liens other than the Permitted Liens.


 


Section
3.10.            
Payment of Taxes. Each of the Borrower and its Material Subsidiaries has timely filed
or caused to be filed all Tax returns and reports required to have been filed and has paid or caused to be paid when due all Taxes required
to have been paid by it, except and solely to the extent that, in each case (a) such
Taxes are being contested in good faith by appropriate proceedings and the Borrower or such Material Subsidiary, as applicable, has set
aside on its books adequate reserves therefor in accordance with GAAP or (b)
the failure to do so would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.


 


Section
3.11.            
Economic Sanctions.


 


(a)               
Neither the Borrower nor any of its Subsidiaries nor, to the knowledge of the Borrower, any director, officer or employee
of the Borrower or such Subsidiary (each, a “Specified Person”) is an individual or entity currently the subject of
any sanctions administered or enforced by the United States (including but not limited to OFAC or the U.S. Department of State), the United
Nations Security Council, the European Union, Her Majesty’s Treasury or other relevant sanctions authority (collectively, “Sanctions”),
nor is the Borrower or any of its Subsidiaries located, organized or resident in a country or territory that is the subject of Sanctions.


 


(b)               
No Specified Person will use any proceeds of the Revolving Loans or lend, contribute or otherwise make available such proceeds
to any Person for the purpose of funding, financing or facilitating the activities of or with any Person or in any country or territory
that, at the time of such financing, is the subject of Sanctions, except to the extent licensed by OFAC or otherwise authorized under
U.S. law.


 


(c)               
The Borrower, its Subsidiaries, and to the knowledge of the Borrower, the respective officers and directors of the Borrower
and such Subsidiary are in compliance in all material respects with applicable Sanctions and will maintain in effect and enforce policies
and procedures reasonably designed to promote and achieve compliance with such laws.


 


Section
3.12.            
Anti-Corruption Laws. The Borrower and its Subsidiaries and, to the knowledge of the
Borrower, the directors, officers, agents, and employees of the Borrower and its Subsidiaries are in compliance in all material respects
with all applicable anti-corruption laws. The Borrower and its Subsidiaries will maintain in effect and enforce policies and procedures
reasonably designed to promote and achieve compliance with such laws and with the representation and warranty contained herein.


 


Section
3.13.             
Perfected Security Interests; Priority Lien Obligations. The Collateral Documents,
taken as a whole, are effective to create in favor of the Collateral Agent for the benefit of the Secured Parties, a legal, valid and
enforceable security interest in all of the Collateral, subject as to enforceability to applicable bankruptcy, insolvency, reorganization,
moratorium or other similar laws affecting creditors’ rights generally and subject to general principles of equity, regardless of
whether considered in a proceeding in equity or at law. At such time as (a) financing statements in appropriate form are filed in the
appropriate offices (and the appropriate fees are paid) and (b) if any Aircraft Collateral is pledged, the Aircraft Mortgage (including,
without limitation, any Mortgage Supplements) is filed for recordation with the FAA (and the appropriate fees are paid) and registrations
with respect to the International Interests in the Aircraft Collateral are duly made in the International Registry the Collateral Agent,
for the benefit of the Secured Parties, shall have a first priority (subject only to the Permitted Liens) perfected security interest
and/or mortgage (or comparable Lien) in all of the Collateral to the extent that the Liens on such Collateral may be perfected upon the
filings or recordations or upon the taking of the actions described in clauses (a) and (b) above, subject in each case only to the Permitted
Liens, such security interest (i) is continuing, valid and enforceable and (ii) is entitled to the benefits, rights and protections afforded
under the applicable Collateral Documents (subject to the qualification set forth in the first sentence of this Section 3.13).


 


 


 


 






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Section
3.14.            
Pacific Route FAA Slot Utilization. Except for matters which would not reasonably be
expected to have a Material Adverse Effect or a Collateral Material Adverse Effect, the Borrower is utilizing, or causing to be utilized,
its Pacific Route FAA Slots (except Pacific Route FAA Slots which are reasonably determined by the Borrower (in the case of Pacific Route
FAA Slots, on the basis of the most recent Appraisal Report) to be of de minimis value) in a manner consistent in all material
respects with applicable rules, regulations, laws and contracts in order to preserve both its right to hold and operate the Pacific Route
FAA Slots, taking into account any waivers or other relief granted to the Borrower by the FAA, other applicable U.S. Governmental Authorities
or U.S. Airport Authorities. The Borrower has not received any written notice from the FAA, other applicable U.S. Governmental Authorities
or U.S. Airport Authorities, and is not otherwise aware of any other event or circumstance, that would be reasonably likely to impair
in any material respect its right to hold and operate any Pacific Route FAA Slot, except for any such impairment that, either individually
or in the aggregate, would not reasonably be expected to have a Collateral Material Adverse Effect.


 


Section
3.15.            
Pacific Route Foreign Slot Utilization.


 


(a)               
Except for matters which would not reasonably be expected to have a Material Adverse Effect or a Collateral Material Adverse
Effect, the Borrower is utilizing, or causing to be utilized, its Pacific Route Foreign Slots (except Pacific Route Foreign Slots which
are reasonably determined by the Borrower to be of de minimis value) in a manner consistent in all material respects with applicable
rules, regulations, foreign laws and contracts in order to preserve both its right to hold and operate the Pacific Route Foreign Slots,
taking into account any waivers of other relief granted to the Borrower by Foreign Aviation Authorities. The Borrower has not received
any written notice from any applicable Foreign Aviation Authorities, and is not otherwise aware of any other event or circumstance, that
would be reasonably likely to impair in any material respect its right to hold and operate any such Pacific Route Foreign Slot, except
for any such impairment that, individually or in the aggregate, would not reasonably be expected to have a Collateral Material Adverse
Effect.


 


Section
3.16.            
Pacific Routes.


 


(a)               
As of the Amendment No. 1 Effective Date, Schedule 3.16 identifies all of the Pacific Routes held by the Borrower constituting
Collateral, and the Appraised Value of all such Pacific Routes (if any) is reflected in the Amendment No. 1 Appraisal Report delivered
to the Administrative Agent and the Lenders prior to the Amendment No. 1 Effective Date.


 


(b)               
The Borrower holds the requisite authority to operate each of its Pacific Routes pursuant to Title 49, applicable foreign
law, and the applicable rules and regulations of the FAA, DOT and any applicable Foreign Aviation Authorities, and, except as would not
reasonably be expected to have a Material Adverse Effect or a Collateral Material Adverse Effect, has, at all times after being awarded
each such Pacific Route, complied in all material respects with all of the terms, conditions and limitations of each such certificate
or order issued by the DOT and the applicable Foreign Aviation Authorities regarding such Pacific Route and with all applicable provisions
of Title 49, applicable foreign law, and the applicable rules and regulations of the FAA, DOT and any Foreign Aviation Authorities regarding
such Pacific Route. There exists no failure of the Borrower to comply with such terms, conditions or limitations that gives the FAA, DOT
or any applicable Foreign Aviation Authorities the right to terminate, cancel, suspend, withdraw or modify in any materially adverse respect
the rights of the Borrower in any such Pacific Route, except to the extent that such failure would not reasonably be expected to have
a Collateral Material Adverse Effect.


 


 


 


 






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Section
3.17.            
Government Sponsored Relief Programs. The Borrower has determined in good faith in
consultation with counsel that it is eligible to participate in all COVID 19-related government-sponsored relief programs that the Borrower
currently participates in or has applied to participate in, and has taken into consideration in making such determination all rules, regulations
and FAQs related to all such programs.


 


Section
4.



CONDITIONS OF LENDING


 


Section
4.01.            
Conditions Precedent to Effectiveness. The effectiveness of this Agreement is subject
to the satisfaction (or waiver in accordance with ‎Section 10.08) of the following conditions precedent:


 


(a)              
Supporting Documents. The Administrative Agent shall have received with respect to the Borrower:


 


(i)               
a copy of the Borrower’s certificate of incorporation, as amended, certified as of a recent date by the Secretary
of State of the state of its incorporation or formation;


 


(ii)              
a certificate of the Secretary of State of the state of the Borrower’s incorporation, dated as of a recent date, as
to the good standing of the Borrower (to the extent available in the applicable jurisdiction) and as to the charter documents on file
in the office of such Secretary of State;


 


(iii)            
a certificate of the Secretary or an Assistant Secretary of the Borrower dated the Closing Date and certifying (A) that
attached thereto is a true and complete copy of the by-laws of the Borrower as in effect on the date of such certification, (B) that
attached thereto is a true and complete copy of resolutions adopted by the board of directors of the Borrower or an authorized committee
thereof authorizing the Borrowings and Letter of Credit issuances hereunder and the execution, delivery and performance in accordance
with their respective terms of this Agreement, the other Loan Documents and any other documents required or contemplated hereunder or
thereunder, (C) that the certificate of incorporation of the Borrower has not been amended since the date of the last amendment thereto
indicated on the certificate of the Secretary of State furnished pursuant to clause ‎(i) above, and (D) as to the
incumbency and specimen signature of each officer of that entity executing this Agreement and the Loan Documents or any other document
delivered by it in connection herewith or therewith (such certificate to contain a certification by another officer of the Borrower as
to the incumbency and signature of the officer signing the certificate referred to in this clause ‎(iii)); and


 


(iv)             
an Officer’s Certificate from the Borrower certifying (A) as to the accuracy in all material respects of the representations
and warranties contained in the Loan Documents as though made on and as of the Closing Date, except to the extent that any such representation
or warranty by its terms is made as of a different specified date, in which case such representation or warranty shall be or was true
and correct in all material respects as of such date (provided that any representation or warranty that is qualified by materiality,
“Material Adverse Change” or “Material Adverse Effect” shall be true and correct in all respects as of the applicable
date), in each case before and after giving effect to the Transactions and (B) as to the absence of any Default or Event of Default
occurring and continuing on the Closing Date before and after giving effect to the Transactions.


 


 


 


 






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(b)               
Credit Agreement. The Borrower shall have duly executed and delivered to the Administrative Agent this Agreement.


 


(c)               
Appraisal. The Administrative Agent shall have received the Initial Appraisal Report and such Initial Appraisal Report
shall demonstrate that, on the Closing Date, and after giving effect to the Transactions, the Borrower shall be in compliance on a pro
forma basis with ‎Section 6.03.


 


(d)               
Opinions of Counsel. The Administrative Agent, and the Lenders shall have received:


 


(i)                
a written opinion of David S. Cartee, Associate General Counsel for the Borrower, in a form reasonably satisfactory to the
Administrative Agent; and


 


(ii)              
a written opinion of Davis Polk & Wardwell LLP, special New York counsel to the Borrower, in a form reasonably satisfactory
to the Administrative Agent.


 


(e)               
Payment of Fees and Expenses. The Borrower shall have paid to the Administrative Agent, the Arrangers and the Lenders,
as applicable, the then unpaid balance of all accrued and unpaid Fees due, owing and payable under and pursuant to this Agreement, as
referred to in ‎Section 2.19 and Section 2.20(b), and all reasonable and documented
out-of-pocket expenses of the Administrative Agent (including reasonable attorneys’ fees of Simpson Thacher & Bartlett LLP)
for which invoices have been presented at least three (3) Business Days prior to the Closing Date, or the Borrower shall have authorized
that such Fees and expenses be deducted from the proceeds of the initial fundings under the Revolving Facility on the Closing Date, if
any.


 


(f)                
Repayment of Existing Indebtedness and Termination of Existing Liens. Upon the making of the initial Revolving Loans
or the issuance of the initial Letters of Credit (and after giving effect to the application of the proceeds thereof), if any, on the
Closing Date, all obligations under the Existing Barclays Credit Agreement and the Existing JPM Credit Agreement shall have been paid
in full (other than contingent indemnification obligations for which no claim has been made and that survive termination of the commitments
and repayment of the loans thereunder) and all commitments to extend credit thereunder shall have been terminated, and the liens securing
the loans and other obligations thereunder shall have been terminated and released, in each case in a manner reasonably satisfactory to
the Administrative Agent and the Administrative Agent shall have received reasonably satisfactory payoff letters with respect thereto.


 


(g)               
Representations and Warranties. All representations and warranties of the Borrower contained in this Agreement and
the other Loan Documents executed and delivered on the Closing Date shall be true and correct in all material respects on and as of the
Closing Date, before and after giving effect to the Transactions, as though made on and as of such date (except to the extent any such
representation or warranty by its terms is made as of a different specified date, in which case such representation or warranty shall
be true and correct in all material respects as of such specified date); provided that any representation or warranty that is qualified
by materiality, “Material Adverse Change” or “Material Adverse Effect” shall be true and correct in all respects,
as though made on and as of the applicable date, before and after giving effect to the Transactions.


 


(h)               
No Default. Before and after giving effect to the Transactions, no Default or Event of Default shall have occurred
and be continuing on the Closing Date.


 


 


 


 






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(i)                
Patriot Act. The Lenders shall have received at least three (3) days prior to the Closing Date all documentation
and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering
rules and regulations, including the Patriot Act, that such Lenders shall have requested at least ten (10) days prior to the Closing Date.


 


The execution by each Lender of this Agreement shall be deemed to be
confirmation by such Lender that any condition relating to such Lender’s satisfaction or reasonable satisfaction with any documentation
set forth in this ‎Section 4.01 has been satisfied as to such Lender.


 


Section
4.02.            
Conditions Precedent to Each Revolving Loan and Each Letter of Credit. The obligation
of the Lenders to make each Revolving Loan and of the Issuing Lenders to issue each Letter of Credit is subject to the satisfaction (or
waiver in accordance with ‎Section 10.08) of the following conditions precedent:


 


(a)               
Notice. The Administrative Agent shall have received a Borrowing Request pursuant to ‎Section 2.03 with
respect to such borrowing or issuance, as the case may be.


 


(b)               
Representations and Warranties. All representations and warranties contained in this Agreement and the other Loan
Documents (other than, with respect to Revolving Loans made or Letters of Credit issued after the Closing Date, the representations and
warranties set forth in Sections ‎3.04(b) and ‎3.06(a)) shall be true and correct in all material respects on and
as of the date of each Borrowing or the issuance of each Letter of Credit hereunder (both before and after giving effect thereto and,
in the case of each Borrowing, the application of proceeds therefrom) with the same effect as if made on and as of such date except to
the extent such representations and warranties expressly relate to an earlier date and in such case, such representations and warranties
shall be true and correct in all material respects as of such date; provided that any representation or warranty that is qualified
by materiality, “Material Adverse Change” or “Material Adverse Effect” shall be true and correct in all respects,
as though made on and as of the applicable date, before and after giving effect to such Borrowing or the issuance of such Letter of Credit
hereunder.


 


(c)               
No Default. On the date of each Borrowing or the issuance of each Letter of Credit hereunder, no Default or Event
of Default shall have occurred and be continuing nor result from the making of the requested Borrowing or the issuance of the requested
Letter of Credit and, in the case of each Borrowing, the application of proceeds thereof; provided that no Default or Event of Default
in respect of Section 6.03 shall have occurred and be continuing nor result from the making of such Borrowing or the issuance of such
Letter of Credit on and as of the date of such Borrower or such issuance, without giving effect to any Collateral Coverage Cure Period.


 


The request by the Borrower for, and the acceptance by the Borrower
of, each extension of credit hereunder shall be deemed to be a representation and warranty by the Borrower that the conditions specified
in this ‎Section 4.02 have been satisfied at that time.


 


 


 


 






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Section
5.



AFFIRMATIVE COVENANTS


 


From the date hereof and for so long as the Revolving
Commitments remain in effect, any Letter of Credit remains outstanding (in a face amount in excess of the sum of (i) the amount of cash
collateral maintained with the Administrative Agent pursuant to ‎Section 2.02(j) and (ii) the face amount of back-to-back letters
of credit delivered pursuant to ‎Section 2.02(j)), any principal of or interest on any Revolving Loan or any fees remain outstanding
or any LC Disbursement remains unreimbursed, the Borrower agrees to:


 


Section
5.01.            
Financial Statements, Reports, etc. Deliver to the Administrative Agent on behalf of
the Lenders:


 


(a)               
Within ninety (90) days after the end of each fiscal year, the Borrower’s consolidated balance sheet and related statement
of income and cash flows, showing the financial condition of the Borrower and its Subsidiaries on a consolidated basis as of the close
of such fiscal year and the results of their respective operations during such year, the consolidated statement of the Borrower to be
audited for the Borrower by Ernst & Young LLP or other independent public accountants of recognized national standing and accompanied
by an opinion of such accountants (without a “going concern” or like qualification or exception and without any more qualification
or exception as to the scope of such audit, except for any such qualification solely as a result of (x) an impending debt maturity within
twelve (12) months of any Revolving Facility under this Agreement or (y) a potential inability to satisfy any financial covenant) and
to be certified by a Responsible Officer of the Borrower to the effect that such consolidated financial statements fairly present in all
material respects the financial condition and results of operations of the Borrower and its Subsidiaries on a consolidated basis in accordance
with GAAP. Documents required to be delivered pursuant to this clause ‎(a) which are made publicly available via EDGAR, or
any successor system of the SEC, in the Borrower’s Annual Report on Form 10-K, shall be deemed delivered to the Lenders on the date
such documents are made so available;


 


(b)               
Within forty-five (45) days after the end of each of the first three (3) fiscal quarters of each fiscal year, the Borrower’s
consolidated balance sheets and related statements of income and cash flows, showing the financial condition of the Borrower and its Subsidiaries
on a consolidated basis as of the close of such fiscal quarter and the results of their operations during such fiscal quarter and the
then elapsed portion of the fiscal year, each certified by a Responsible Officer of the Borrower as fairly presenting in all material
respects the financial condition and results of operations of the Borrower and its Subsidiaries on a consolidated basis in accordance
with GAAP, subject to normal year-end audit adjustments and the absence of footnotes. Documents required to be delivered pursuant to this
clause ‎(b) which are made publicly available via EDGAR, or any successor system of the SEC, in the Borrower’s Quarterly
Report on Form 10-Q, shall be deemed delivered to the Lenders on the date such documents are made so available;


 


(c)               
concurrently with any delivery of financial statements under ‎(a) and ‎(b) above, a certificate of
a Responsible Officer of the Borrower (in substantially the form of Exhibit A) (i) certifying that, to the knowledge of such Responsible
Officer, no Event of Default has occurred, or, if, to the knowledge of such Responsible Officer, such an Event of Default has occurred,
specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, and (ii) setting
forth computations in reasonable detail satisfactory to the Administrative Agent demonstrating compliance with the provisions of Section
6.03;


 


 


 


 






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(d)               
prompt written notice of any Termination Event that has occurred, or is reasonably expected to occur, to the extent such
Termination Event would constitute an Event of Default under ‎Section 7.01(l);


 


(e)               
promptly after a Responsible Officer of the Borrower obtains knowledge of the filing or commencement of any action, suit
or proceeding by or before any arbitrator or Governmental Authority against or affecting the Borrower or any Subsidiary that could reasonably
be expected to result in a Material Adverse Effect, notification thereof;


 


(f)                
(i) on the date on which any Investment Property that is not listed on a national securities exchange is initially included
as Additional Collateral, an Officer’s Certificate from the Borrower, in form and substance reasonably satisfactory to the Administrative
Agent, setting forth the book value of such Investment Property as of the last day of the month most recently ended and excluding the
contract value (or such other valuation method reasonably satisfactory to the Administrative Agent), together with all supporting documents
with respect to such Investment Property as the Administrative Agent may reasonably request and (ii) at any time thereafter that any Investment
Property that is not listed on a national securities exchange shall be included as Additional Collateral, concurrently with any delivery
of financial statements under clause (a) or (b) above in respect of each fiscal quarter of the Borrower, an Officer’s Certificate
from the Borrower, in form and substance reasonably satisfactory to the Administrative Agent, setting forth the book value of such Investment
Property as of the last day of the month most recently ended and excluding the contract value (or such other valuation method reasonably
satisfactory to the Administrative Agent), together with all supporting documents with respect to such Investment Property as the Administrative
Agent may reasonably request;


 


(g)               
promptly after a Responsible Officer obtains knowledge thereof, notice that, with respect to any Pacific Routes, the authority
granted to the Borrower by the DOT, any Governmental Authority or any applicable Foreign Aviation Authority relating to such Pacific Routes,
to the extent necessary to operate the scheduled air carrier services being operated by the Borrower, will not be renewed, other than
in cases where such failure of renewal would not reasonably be expected to result in a Material Adverse Effect;


 


(h)               
(I) concurrently with any delivery of financial statements under clauses (a) and (b) above solely in respect of (i) the
end of each fiscal year of the Borrower (commencing with the fiscal year ending December 31, 2020) and (ii) the end of each second fiscal
quarter of each fiscal year of the Borrower (commencing with the fiscal quarter ending June 30, 2021), (II) as required by Section 6.05
and (III) to the extent required in connection with any Permitted Disposition, an updated calculation of the Collateral Coverage Ratio,
reflecting the most recent Appraisal Reports delivered to the Administrative Agent in respect of the Collateral pursuant to the terms
hereof; and


 


(i)                
if an Event of Default has occurred and is continuing, any subsequent Appraisal Report reasonably requested by the Administrative
Agent or the Required Lenders, in each case as soon as reasonably practicable after receipt by the Borrower of such request.


 


 


 


 






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Subject to the next succeeding sentence, information
delivered pursuant to this ‎Section 5.01 to the Administrative Agent may be made available by the Administrative Agent to the Lenders
by posting such information on the Intralinks website on the Internet at http://www.intralinks.com. Information delivered pursuant to
this ‎Section 5.01 may also be delivered by electronic communication pursuant to procedures approved by the Administrative Agent pursuant
to ‎Section 10.01 hereto. Information required to be delivered pursuant to this ‎Section 5.01 (to the extent not made available
as set forth above) shall be deemed to have been delivered to the Administrative Agent on the date on which the Borrower provides written
notice to the Administrative Agent that such information has been posted on the Borrower’s website on the Internet at http://www.delta.com
(to the extent such information has been posted or is available as described in such notice). Information required to be delivered pursuant
to this ‎Section 5.01 shall be in a format which is suitable for transmission.


 


Any notice or other communication delivered pursuant
to this ‎Section 5.01, or otherwise pursuant to this Agreement, shall be deemed to contain material non-public information unless
(i) expressly marked by the Borrower as “PUBLIC”, (ii) such notice or communication consists of copies of the Borrower’s
public filings with the SEC or (iii) such notice or communication has been posted on the Borrower’s website on the Internet
at http://www.delta.com.


 


Section
5.02.            
Existence. Preserve and maintain, and cause each of its Material Subsidiaries to preserve
and maintain in full force and effect all governmental rights, privileges, qualifications, permits, licenses and franchises necessary
in the normal conduct of its business except (a) if such failure to preserve the same could not, in the aggregate, reasonably
be expected to have a Material Adverse Effect, and (b) as otherwise permitted in connection with (i) sales of assets not restricted
by Section 6.05 or (ii) mergers, liquidations and dissolutions permitted by ‎Section 6.02.


 


Section
5.03.            
Insurance. Other than with respect to the Aircraft Collateral, as to which only the
insurance provisions of the Aircraft Mortgage shall be applicable, maintain with financially sound and reputable insurance companies,
insurance of such types and in such amounts (after giving effect to any self-insurance) as is customary in the United States domestic
airline industry for major United States air carriers having both substantial domestic and international operations or otherwise in the
Borrower’s ordinary course of business and consistent with past practice, except to the extent that the failure to maintain such
insurance could not reasonably be expected to result in a Material Adverse Effect.


 


Section
5.04.            
Maintenance of Properties. Except to the extent otherwise permitted hereunder, in its
reasonable business judgment, keep and maintain, and cause each of its Material Subsidiaries to keep and maintain, all property material
to the conduct of its business in good working order and condition (ordinary wear and tear and damage by casualty and condemnation excepted),
except where the failure to keep such property in good working order and condition would not have a Material Adverse Effect.


 


Section
5.05.            
Obligations and Taxes. Pay, and cause each of its Material Subsidiaries to pay, all
its and their material obligations promptly and in accordance with their terms, and pay and discharge promptly all taxes, assessments,
governmental charges, levies or claims imposed upon it or upon its income or profits or in respect of its property, before the same shall
become more than ninety (90) days delinquent, except in each case where the failure to do so would not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect; provided, however, that the Borrower and each of its Material
Subsidiaries shall not be required to pay and discharge or to cause to be paid and discharged any such obligation, tax, assessment, charge,
levy or claim so long as (i) the validity or amount thereof shall be contested in good faith by appropriate proceedings and (ii)
the Borrower and its Material Subsidiaries shall have set aside on their books adequate reserves therefor in accordance with GAAP. 


 


Section
5.06.            
Notice of Event of Default, etc. Promptly upon knowledge thereof by a Responsible Officer
of the Borrower, give to the Administrative Agent notice in writing of any Default or Event of Default.


 


 


 


 






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Section
5.07.            
Access to Books and Records. Maintain or cause to be maintained at all times true and
complete books and records in all material respects in a manner consistent with GAAP in all material respects of the financial operations
of the Borrower and provide the Administrative Agent, the Collateral Agent and their respective representatives and advisors reasonable
access to all such books and records (subject to requirements under any confidentiality agreements, if applicable), as well as any appraisals
of the Collateral, during regular business hours, in order that the Administrative Agent and the Collateral Agent may upon reasonable
prior notice and with reasonable frequency, but in any event, so long as no Event of Default has occurred and is continuing, no more than
one (1) time per year, examine and make abstracts from such books, accounts, records, appraisals and other papers, and permit the Administrative
Agent, the Collateral Agent and their respective representatives and advisors to confer with the officers of the Borrower and representatives
(provided that the Borrower shall be given the right to participate in such discussions with such representatives) of the Borrower,
all for the purpose of verifying the accuracy of the various reports delivered by the Borrower to the Administrative Agent or the Lenders
pursuant to this Agreement or for otherwise ascertaining compliance with this Agreement; and at any reasonable time and from time to time
during regular business hours, upon reasonable notice to the Borrower, permit the Administrative Agent and any agents or representatives
(including, without limitation, appraisers) thereof to visit the properties of the Borrower and to conduct examinations of and to monitor
the Collateral (other than with respect to all of the Aircraft Collateral, as to which the provisions of Section 2.04 of the Aircraft
Mortgage shall apply), in each case at the expense of the Borrower (provided that the Borrower shall not be required to pay the
expenses of more than one (1) such visit a year unless an Event of Default has occurred and is continuing); provided, however,
that (a) any such inspection of Collateral (i) shall be limited to the Aircraft Collateral, (ii) shall be a visual, walk-around inspection
and (iii) may not include opening any panels, bays or the like and (b) no exercise of any inspection rights provided for in this Section
5.07 shall interfere with the normal operation or maintenance of any Aircraft by, or the business of, the Borrower.


 


Section
5.08.            
Compliance with Laws. Comply, and cause each of its Material Subsidiaries to comply,
with all applicable laws, rules, regulations and orders of any Governmental Authority applicable to it or its property (including Environmental
Laws), except where such noncompliance, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse
Effect. The Borrower will maintain in effect and enforce policies and procedures
reasonably designed to promote and achieve compliance with anti-corruption laws and Sanctions.


 


Section
5.09.            
Appraisal Reports. Furnish or cause to be furnished to the Administrative Agent and
Collateral Agent one or more Appraisal Reports establishing the Appraised Value of the Eligible Collateral, in each case at the expense
of the Borrower, (a) on each date on which the Borrower must deliver a Collateral Coverage Ratio calculation pursuant to Section 5.01(h)(I),
(b) on the date upon which any additional property or asset (including, without limitation, applicable Additional Collateral) is pledged
as Collateral to the Collateral Agent to secure the Obligations, but only with respect to such additional property or asset, (c) with
respect to any voluntary Disposition of Collateral in accordance with Section 6.05 and the definition of Permitted Disposition, (d) no
later than forty-five (45) days (or such longer time as the Administrative Agent may reasonably consent to) following any involuntary
Disposition of Collateral (including any casualty event relating thereto or condemnation thereof) having a fair market value (as determined
in good faith by the Borrower on the basis of the most recently delivered Appraisal Report) of at least $75,000,000, (e) promptly (but
in any event within forty-five (45) days or such longer time as the Administrative Agent may reasonably consent to) at the request of
the Administrative Agent upon the occurrence and during the continuation of an Event of Default, and (f) no later than forty-five (45)
days (or such longer time as the Administrative Agent may reasonably consent to) following any Change in Law with respect to any Collateral,
which change could reasonably be expected to result in the Borrower’s failure to maintain the Collateral Coverage Test. The Borrower
may from time to time cause to be delivered subsequent Appraisal Reports if it believes that any affected item of Collateral has a higher
Appraised Value than that reflected in the most recent Appraisal Report delivered.


 


 


 


 






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Section
5.10.            
FAA and DOT Matters; Citizenship. (a) Maintain at all times its status as an “air
carrier” within the meaning of Section 40102(a)(2) of Title 49, and hold a certificate under Section 41102(a)(1) of Title 49; (b)
at all times hereunder be a United States Citizen; and (c) maintain at all times its status at the FAA as an air carrier and hold an
air carrier operating certificate and other operating authorizations issued by the FAA pursuant to 14 C.F.R. Parts 119 and 121 as currently
in effect or as may be amended or recodified from time to time. Except as specifically permitted herein or in the SGR Security Agreement,
possess and maintain all necessary certificates, exemptions, franchises, licenses, permits, designations, rights, concessions, authorizations,
frequencies and consents which are material to the operation of the Pacific Route FAA Slots, the Pacific Routes and the Pacific Route
Foreign Slots utilized by it and the conduct of its business and operations as currently conducted, of any Collateral, except where the
failure to do so, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.


 


Section
5.11.            
Further Assurances. Execute any and all further documents and instruments, and take
all further actions, that may be required or advisable under applicable law or by the FAA, or that the Collateral Agent may reasonably
request, in order to create, grant, establish, preserve and perfect the validity, perfection and priority of the Liens and security interests
created or intended to be created by the Collateral Documents, to the extent required under this Agreement or the Collateral Documents,
including, without limitation, amending, amending and restating, supplementing, assigning or otherwise modifying, renewing or replacing
a Collateral Document or other agreements, instruments or documents relating thereto, in each case as may be reasonably requested by the
Administrative Agent, in order to (i) create interests as contemplated and permitted hereunder or under the applicable Collateral Document
(including, but not limited to, International Interests, Assignments, Prospective Assignments, Sales, Prospective Sales, Assignments of
Associated Rights and Subordinations) that may be registered and/or assigned under the Cape Town Treaty, (ii) create, grant, establish,
preserve and perfect the Liens in favor of the Collateral Agent for the benefit of the Secured Parties to the fullest extent possible,
including, where necessary, the subordination of other rights or interests and (iii) realize the benefit of the remedial provisions that
are contemplated by the Cape Town Treaty, subject to the provisions of Section 4.02 of the Aircraft Mortgage. Notwithstanding anything
to the contrary in this Agreement or the Collateral Documents, (i) no perfection actions or steps will be required to be taken in any
jurisdiction other than the United States (or any state thereof), other than with respect to registrations of International Interests
in the Aircraft Collateral with the International Registry and (ii) no Collateral Document governed by the laws of a jurisdiction other
than the United States (or any state thereof) will be required.


 


Without limiting the generality of the foregoing
or any other provisions of the Loan Documents, the Borrower hereby (A) agrees to exclude the application of Article XVI(1)(a) of the Aircraft
Protocol (it being understood that such exclusion shall not derogate from any other rights of the Borrower under or pursuant to the Aircraft
Mortgage) and (B) consents, pursuant to Article XV of the Aircraft Protocol, to any Assignment of Associated Rights within the scope of
Article 33(1) of the Cape Town Convention which is permitted or required by the applicable Loan Documents and further agrees that the
provisions of the preceding paragraph shall apply, in particular, with respect to Articles 31(4) and 36(1) of the Cape Town Convention
to the extent applicable to any such Assignment of Associated Rights.


 


Section
5.12.            
Pacific Route FAA Slot Utilization.


 


Subject to Dispositions permitted by this Agreement
and the SGR Security Agreement and except as would not reasonably be expected to have a Material Adverse Effect or a Collateral Material
Adverse Effect, utilize (or arrange for utilization by exchanging Pacific Route FAA Slots with other air carriers) the Pacific Route FAA
Slots (except Pacific Route FAA Slots which are reasonably determined by the Borrower (in the case of Pacific Route FAA Slots, on the
basis of the most recent Appraisal Report) to be of de minimis value), in a manner consistent in all material respects with applicable
regulations, rules, laws and contracts in order to preserve its right to hold and operate the Pacific Route FAA Slots, taking into account
any waivers or other relief granted to the Borrower by the FAA, any applicable Foreign Aviation Authority, any other applicable Governmental
Authority or any Airport Authority.


 


 


 


 






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Section
5.13.            
Pacific Route Foreign Slot Utilization.


 


Subject to Dispositions permitted by this Agreement,
the SGR Security Agreement and the UK Debenture except as would not reasonably be expected to have a Material Adverse Effect or a Collateral
Material Adverse Effect, utilize (or arrange for utilization by exchanging Pacific Route Foreign Slots with other air carriers) the Pacific
Route Foreign Slots (except Pacific Route Foreign Slots which are reasonably determined by the Borrower to be of de minimis value)
in a manner consistent in all material respects with applicable regulations, rules, foreign law and contracts in order to preserve its
right to hold and operate the Pacific Route Foreign Slots, taking into account any waivers or other relief granted to the Borrower by
any applicable Foreign Aviation Authorities.


 


Section
5.14.            
Pacific Route Utilization.


 


(a)               
Subject to Dispositions permitted by this Agreement and the SGR Security Agreement and except as would not reasonably be
expected to have a Material Adverse Effect or a Collateral Material Adverse Effect, utilize the Pacific Routes in a manner consistent
in all material respects with Title 49, rules and regulations promulgated thereunder, and applicable foreign law, and the applicable rules
and regulations of the FAA, DOT and any applicable Foreign Aviation Authorities, including, without limitation, any operating authorizations,
certificates, bilateral authorizations and bilateral agreements with any applicable Foreign Aviation Authorities and contracts with respect
to such Pacific Routes.


 


(b)               
Subject to Section 5.14(c) and except as would not reasonably be expected to have a Material Adverse Effect or a Collateral
Material Adverse Effect, maintain access to Supporting Route Facilities sufficient to ensure its ability to retain its rights in and to
the Pacific Routes, taking into account any waivers or other relief granted to the Borrower by the FAA, any other applicable Governmental
Authority, any Airport Authority or any applicable Foreign Aviation Authorities.


 


(c)               
Notwithstanding the foregoing, it is understood and agreed that the Borrower may cease using its rights in and/or use of
any such Supporting Route Facilities in the event that the preservation of such rights in and/or use of such Supporting Route Facilities
is no longer advantageous to the Borrower in connection with the conduct of its operations utilizing the Pacific Routes.


 


Section
5.15.            
Minimum Liquidity. The Borrower shall not, at the close of any Business Day, permit
the sum of (i) the aggregate amount of Unrestricted Cash and (ii) the aggregate principal amount committed and available to be drawn by
Borrower under all revolving credit facilities of the Borrower to be less than $2,000,000,000.


 


Section
5.16.            
[Reserved].


 


Section
5.17.            
Government Sponsored Relief Programs. Before participating in or applying to participate
in any COVID 19-related government-sponsored relief program, the Borrower shall make a determination in good faith in consultation with
counsel that it is eligible to participate in any such program, and shall take into consideration in making such determination all rules,
regulations and FAQs related to such program.


 


 


 


 






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Section
6.



Negative COVENANTS


 


From the date hereof and for so long as the Revolving
Commitments remain in effect, any Letter of Credit remains outstanding (in a face amount in excess of the sum of (i) the amount of cash
collateral maintained with the Administrative Agent pursuant to ‎Section 2.02(j) and (ii) the face amount of back-to-back letters
of credit delivered pursuant to ‎Section 2.02(j)), any principal of or interest on any Revolving Loan or any fees remain outstanding
or any LC Disbursement remains unreimbursed, the Borrower will not:


 


Section
6.01.            
Liens on the Collateral. 


 


(a)               
Incur, create, assume or suffer to exist any Lien upon or with respect to the Collateral, other than (the “Permitted
Liens”):


 


(i)                
Liens held by the Collateral Agent securing the Obligations.


 


(ii)              
Liens constituting or otherwise in respect of normal operational usage of the affected property, including leases, subleases,
use agreements and swap agreements constituting “Permitted Dispositions” pursuant to clause (g) of the definition thereof,
charters, third party maintenance, storage, leasing, pooling or interchange thereof; provided that, in the case of any lease or
sublease (excluding any lease or sublease (i) constituting a “Permitted Disposition” pursuant to clause (g) of the definition
thereof and (ii) of any Aircraft Collateral pursuant to the Aircraft Mortgage), the rights of the lessee or sublessee shall be subordinated
to the rights (including remedies) of the Collateral Agent under the applicable Collateral Document on terms reasonably satisfactory to
the Collateral Agent;


 


(iii)            
a banker’s lien or right of offset of the holder of such Indebtedness in favor of any lender of moneys or holder of
commercial paper of the Borrower or any subsidiary in the ordinary course of business on moneys of the Borrower such subsidiary deposited
with such lender or holder in the ordinary course of business;


 


(iv)            
Liens in favor of depositary banks arising as a matter of law encumbering deposits (including the right of setoff) and that
are within the general parameters customary in the banking industry;


 


(v)              
Liens for taxes, assessments or governmental charges or claims that are not yet delinquent or that are being contested in
good faith by appropriate proceedings promptly instituted and diligently conducted; provided that any reserve or other appropriate provision
as is required in conformity with GAAP has been made therefor;


 


(vi)            
Liens imposed by law, such as carriers’, warehousemen’s, landlord’s, mechanics’ carriers’,
workmen’s and repairmen’s Liens and other similar Liens, in each case, incurred in the ordinary course of business;


 


 


(vii)           
in the case of any Gate Interests, any interest or title of a licensor, sublicensor, lessor, sublessor or airport operator
under any lease, license or use agreement;


 


(viii)         
Liens arising by operation of law in connection with judgments, attachments or awards which do not constitute an Event of
Default hereunder;


 


(ix)             
any extension, modification, renewal or replacement of the Liens described in clauses (i) through (viii) above, provided
that such extension, modification, renewal or replacement does not increase the principal amount of Indebtedness associated therewith;
and



 


 


 






    	 	88	 



     


    

 


(x)               
Liens on the Aircraft Collateral permitted under the Aircraft Mortgage.


 


Section
6.02.            
Merger, etc.


 


(a)               
Merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell,
transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assets (in
each case, whether now owned or hereafter acquired) unless:


 


(i)                
immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing;


 


(ii)              
the Borrower is the surviving corporation or, if otherwise, (x) such other Person or continuing corporation (the “Successor
Company”) is a corporation or other entity organized under the laws of a state of the United States and (y) such Successor Company
is a U.S. certificated air carrier; and


 


(iii)            
in the case of a Successor Company, the Successor Company shall (A) execute, prior to or contemporaneously with
the consummation of such transaction, such agreements, if any, as are in the reasonable opinion of the Administrative Agent, necessary
to evidence the assumption by the Successor Company of liability for all of the obligations of the Borrower hereunder and the other Loan
Documents and (B) cause to be delivered to the Administrative Agent and the Lenders such legal opinions (which may be from in-house counsel)
as any of them may reasonably request in connection with the matters specified in the preceding clause ‎(A) and (C)
provide such information as each Lender or the Administrative Agent reasonably requests in order to perform its “know your customer”
due diligence with respect to the Successor Company.


 


Upon any consolidation or merger in accordance with
this ‎Section 6.02(a) in any case in which the Borrower is not the surviving corporation, the Successor Company shall succeed
to, and be substituted for, and may exercise every right and power of, the Borrower under this Agreement with the same effect as if such
Successor Company had been named as the Borrower herein. No such consolidation or merger shall have the effect of releasing the Borrower
or any Successor Company which theretofore shall have become a successor to the Borrower in the manner prescribed in this Section 6.02(a)
from its liability with respect to any Loan Document to which it is a party.


 


(b)               
Liquidate, wind up, or dissolve itself (or suffer any liquidation or dissolution).


 


Section
6.03.            
Collateral Coverage Ratio. Permit as of the Amendment No. 1 Effective Date and at the
time of the delivery of each Appraisal Report pursuant to Section 5.01(h)(I) the ratio (the “Collateral Coverage Ratio”)
of (i) the Appraised Value of the Eligible Collateral to (ii) the sum of (a) the Total Revolving Extensions of Credit then outstanding
(other than LC Exposure that has been Cash Collateralized in accordance with ‎Section 2.02(j)) plus (b) the aggregate amount of all
Designated Hedging Obligations and Designated Banking Product Obligations that constitute “Obligations” then outstanding,
to be less than 1.60 to 1.00 (the “Collateral Coverage Test”), provided that if, (A) upon delivery of an Appraisal
Report pursuant to this Agreement and (B) solely with respect to determining compliance with this Section 6.03 and Section 6.05 as a result
thereof, it is determined that the Borrower shall not be in compliance with this ‎Section 6.03, the Borrower shall, within sixty (60)
days of the date of such Appraisal Report (an “Collateral Coverage Ratio Cure Period”), (1) designate Additional Collateral
as Eligible Collateral in accordance with ‎Section 6.05(a) (including the modification of the applicable Collateral schedules, to
reflect such designation) to the extent that, after giving effect to such designation, the Appraised Value of the Eligible Collateral,
based on the most recently delivered Appraisal Report with respect to assets already constituting Eligible Collateral and based on an
Appraisal Report performed at (or relatively contemporaneously with) the time of such addition with respect to assets being added to Eligible
Collateral, shall satisfy the Collateral Coverage Test or (2) prepay the Revolving Loans in accordance with ‎Section 2.12(a) (or Cash
Collateralize Letters of Credit in accordance with ‎Section 2.02(j)) in an amount sufficient to enable the Borrower to comply with
this ‎Section 6.03.


 


 


 






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Section
6.04.            
[Reserved].


 


Section
6.05.            
Disposition of Collateral. Dispose of, whether voluntarily or involuntarily (it being
understood that loss of property due to theft, destruction, confiscation, prohibition on use or similar event shall constitute a disposal
for purposes of this covenant), any Collateral or agree to do any of the foregoing in respect of the Collateral at any future time, except
that:


 


(a)               
any Permitted Disposition shall be permitted at any time;


 


(b)               
so long as no Event of Default exists, the Borrower may replace Collateral with Additional Collateral (and the applicable
schedule shall be modified to reflect such replacement), provided that (x) such replacement shall be made on at least a dollar-for-dollar
basis based upon (A) in the case of the asset being removed from the Collateral, the Appraised Value of such Collateral (as determined
by the most recently delivered Appraisal Report with respect to such Collateral) and (B) in the case of the asset being added to the Collateral,
the Appraised Value of such asset (as determined by an Appraisal Report performed at (or relatively contemporaneously with) the time of
such replacement), (y) prior to effecting the replacement, the Borrower shall have delivered an Officer’s Certificate to the Administrative
Agent certifying compliance with Section 6.01 and this Section 6.05 and attaching to such certificate the Appraisal Report required by
Section 5.09 and (z) any asset added to the Collateral shall be Eligible Collateral; and


 


(c)               
so long as no Event of Default exists or would result therefrom, the Borrower may remove an asset from the Collateral (and
the applicable schedule shall be modified to reflect such removal), provided that (x) after giving effect to such removal, the Appraised
Value of the remaining Eligible Collateral (as determined by an Appraisal Report of all Collateral performed at (or relatively contemporaneously
with) the time of such removal) shall satisfy the Collateral Coverage Test, and (y) prior to effecting the removal, the Borrower shall
have delivered an Officer’s Certificate to the Administrative Agent certifying that, and providing calculations demonstrating that,
after giving effect to such removal, the Appraised Value of the Eligible Collateral shall satisfy the Collateral Coverage Test, and otherwise
certifying compliance with this Section 6.05 and attaching to such certificate Appraisal Report of all Collateral obtained in connection
with such removal.


 


At the Borrower’s request, the Lien on any
asset or type or category of asset (including after-acquired assets of that type or category) that (i) has been Disposed in accordance
with this Agreement or (ii) is or has become Excluded Property (as defined in the SGR Security Agreement), will, in each case, be promptly
released, provided, in each case, that the following conditions are satisfied or waived: (A) no Event of Default shall have occurred and
be continuing, (B) either (x) after giving effect to such release, the Appraised Value of the Eligible Collateral shall satisfy the Collateral
Coverage Test, (y) the Borrower shall prepay the Revolving Loans in accordance with ‎Section 2.12(a) (or Cash Collateralize Letters
of Credit in accordance with ‎Section 2.02(j)) in an amount required to comply with the Collateral Coverage Test, or (z) the Borrower
shall deliver to the Collateral Agent Additional Collateral in an amount required to comply with the Collateral Coverage Test (in each
case without, for the avoidance of doubt, giving effect to any Collateral Coverage Ratio Cure Period), and (C) the Borrower shall deliver
to the Administrative Agent an Officer’s Certificate demonstrating compliance with the Collateral Coverage Test after giving effect
to such release. Each of the Administrative Agent and Collateral Agent agrees to promptly provide any documents or releases reasonably
requested by the Borrower to evidence any such release.


 


 


 


 






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Section
6.06.            
Restricted Payments. From the Amendment No. 1 Effective Date and prior to September
30, 2022, declare or pay, directly or indirectly, or otherwise make any Restricted Payment or set apart any sum for the aforesaid purposes,
except:


 


(a)               
dividends in the form of capital stock or increases in the aggregate liquidation value of any preferred stock;


 


(b)               
repurchases of Equity Interests deemed to occur upon (i) the exercise of stock options if the Equity Interests represent
a portion of the exercise price thereof or (ii) the withholding of a portion of Equity Interests issued to employees and other participants
under any equity compensation, retirement or voluntary severance programs of the Borrower or its Subsidiaries, in each case to cover withholding
tax obligations of such persons in respect of such issuance;


 


(c)               
Restricted Payments made pursuant to stock option plans, other benefit plans or other arrangements for management or employees
of the Borrower and its Subsidiaries;


 


(d)               
Restricted Payments to allow the cash payment in lieu of the issuance of fractional shares upon (i) the exercise of options
or warrants or (ii) the conversion or exchange of Equity Interests of any such Person; and


 


(e)               
Restricted Payments in an aggregate amount not to exceed $25,000,000.


 


Section
7.



EVENTS OF DEFAULT


 


Section
7.01.            
Events of Default. In the case of the happening of any of the following events and
the continuance thereof beyond the applicable grace period if any (each, an “Event of Default”):


 


(a)               
any representation or warranty made by the Borrower in this Agreement or in any other Loan Document shall prove to have
been false or misleading in any material respect when made and such representation, to the extent capable of being corrected, is not corrected
within thirty (30) days after the earlier of (A) a Responsible Officer of the Borrower obtaining knowledge of such default or (B)
receipt by the Borrower of notice from the Administrative Agent of such default; or


 


(b)               
default shall be made in the payment of any (i) Fees or interest on the Revolving Loans and such default shall continue
unremedied for more than five (5) Business Days, (ii) other amounts payable hereunder when due (other than amounts set forth in clauses
‎(i) and ‎(iii) hereof), and such default shall continue unremedied for more than ten (10) Business Days, or (iii) principal
of the Revolving Loans or reimbursement obligations or cash collateralization in respect of Letters of Credit, when and as the same shall
become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or by acceleration thereof or otherwise;
or


 


(c)               
default shall be made by the Borrower in the due observance or performance of any covenant, condition or agreement contained
in ‎Section 6 hereof (subject to the Borrower’s right to cure non-compliance with the covenant contained in ‎Section
6.03 as described therein); or


 


 


 


 






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(d)               
default shall be made by the Borrower in the due observance or performance of any other covenant, condition or agreement
to be observed or performed pursuant to the terms of this Agreement or any of the other Loan Documents and such default shall continue
unremedied for more than thirty (30) days from the earlier of (i) a Responsible Officer having knowledge of such default and (ii) written
notice to the Borrower from the Administrative Agent of such default; or


 


(e)               
(i) failure by the Borrower or any Material Subsidiary to pay any principal of or interest on any Material Indebtedness
when due (or, where permitted, within any applicable grace period), whether by scheduled maturity, required prepayment, acceleration,
demand or otherwise and such default continues unremedied for five (5) Business Days after such due date or applicable grace period or
(ii) any event or condition occurs that results in any Material Indebtedness becoming due prior to its scheduled maturity; provided,
however, that if any such failure, breach or default shall be waived or cured (as evidenced by a writing from such holder or trustee)
then, to the extent of such waiver or cure, the Event of Default hereunder by reason of such failure, breach or default shall be deemed
likewise to have been thereupon waived or cured; or


 


(f)                
an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation,
reorganization or other relief in respect of the Borrower or any Material Subsidiary or its debts, or of a substantial part of its assets,
under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) the
appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Borrower or any Material Subsidiary
for a substantial part of its assets, and, in any such case, such proceeding or petition shall continue undismissed for sixty (60) days
or an order or decree approving or ordering any of the foregoing shall be entered; or


 


(g)               
the Borrower or any Material Subsidiary shall (i) voluntarily commence any proceeding or file any petition seeking
liquidation, reorganization or other relief under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now
or hereafter in effect, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding
or petition described in clause ‎(f) of this ‎Section 7.01, (iii) apply for or consent to the appointment
of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Borrower or any Material Subsidiary or for a
substantial part of its assets, (iv) file an answer admitting the material allegations of a petition filed against it in any
such proceeding, (v) make a general assignment for the benefit of creditors or (vi) take any action for the purpose of
effecting any of the foregoing; or


 


(h)               
the Borrower or any Material Subsidiary admits in writing its inability to pay its debts; or


 


(i)                
[reserved]; or


 


(j)                
any material provision of any Loan Document shall, for any reason, cease to be valid and binding on the Borrower, or the
Borrower shall so assert in any pleading filed in any court; or


 


(k)               
any final judgment in excess of $200,000,000 (exclusive of any judgment or order the amounts of which are fully covered
by insurance less any applicable deductible and as to which the insurer has been notified of such judgment and has not denied coverage)
shall be rendered against the Borrower or any of its Material Subsidiaries and the enforcement thereof shall not have been stayed, vacated,
satisfied, discharged or bonded pending appeal within sixty (60) consecutive days; or


 


 


 


 






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(l)                
any Termination Event that could reasonably be expected to result in a Material Adverse Effect shall have occurred;


 


then, and in every such event and at any time thereafter during the
continuance of such event, the Administrative Agent may (with the consent of the Required Lenders), and at the request of the Required
Lenders, the Administrative Agent shall, by written notice to the Borrower, take one or more of the following actions, at the same or
different times: (i) terminate forthwith the Revolving Commitments; (ii) declare the Revolving Loans or any portion thereof then
outstanding to be forthwith due and payable, whereupon the principal of the Revolving Loans and other Obligations (other than Designated
Hedging Obligations and Designated Banking Product Obligations) together with accrued interest thereon and any unpaid accrued Fees and
all other liabilities of the Borrower accrued hereunder and under any other Loan Document, shall become forthwith due and payable, without
presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by the Borrower, anything contained
herein or in any other Loan Document to the contrary notwithstanding; (iii) require the Borrower promptly upon written demand to
Cash Collateralize the LC Exposure; and (iv) exercise any and all remedies under the Loan Documents and under applicable law available
to the Administrative Agent, Collateral Agent and the Lenders. In case of any event with respect to the Borrower described in clause ‎(f)
or ‎(g) of this ‎Section 7.01, the actions and events described in ‎(i), ‎(ii) and ‎(iii) above shall be required
or taken automatically, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower.
Any payment received as a result of the exercise of remedies hereunder shall be applied in accordance with ‎Section 2.17(b).


 


Section
8.



THE AGENTS


 


Section
8.01.            
Administration by Agents. (a) Each of the Lenders and each Issuing Lender hereby
irrevocably appoints the Administrative Agent as its agent hereunder and under the other Loan Documents and authorizes the Administrative
Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof
or thereof, together with such actions and powers as are reasonably incidental thereto. Each of the Lenders and each Issuing Lender hereby
irrevocably appoints the Collateral Agent to act on its behalf as the collateral agent hereunder and under the Collateral Documents and
authorizes the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Collateral Agent
by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto.


 


(b)               
Each of the Lenders and each Issuing Lender hereby authorizes each of the Administrative Agent and the Collateral Agent,
as applicable, and in their sole discretion:


 


(i)                
in connection with (x) the sale or other disposition of any Collateral or (y) any release of a Lien, in each case, to the
extent permitted by the express terms of this Agreement, to release a Lien granted to the Collateral Agent, for the benefit of the Secured
Parties, on such asset;


 


(ii)              
with respect to the Administrative Agent only, to determine that the cost to the Borrower is disproportionate to the benefit
to be realized by the Secured Parties by perfecting a Lien in a given asset or group of assets included in the Collateral and that should
not be required to perfect such Lien in favor of the Collateral Agent, for the benefit of the Secured Parties; and


 


(iii)            
to enter into the other Loan Documents on terms acceptable to the Administrative Agent and to perform its respective obligations
thereunder to enter into any other agreements reasonably satisfactory to the Administrative Agent granting Liens to the Collateral Agent,
for the benefit of the Secured Parties, on any assets of the Borrower to secure the Obligations; and


 


 


 


 






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(iv)             
to enter into intercreditor and/or subordination agreements in accordance with Section 6.01 on terms reasonably acceptable
to the Collateral Agent and to perform its obligations thereunder and to take such action and to exercise the powers, rights and remedies
granted to it thereunder and with respect thereto.


 


(c)               
Each of the parties hereto agrees that upon the date that the Discharge of Secured Obligations occurs, each of the Liens
granted to the Collateral Agent, for the benefit of the Secured Parties, hereunder shall automatically be discharged and released without
any further action by any Person.


 


(d)               
It is understood and agreed that the use of the term “agent” herein or in any other Loan Documents (or any other
similar term) with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations
arising under agency doctrine of any applicable law. Instead such term is used as a matter of market custom, and is intended to create
or reflect only an administrative relationship between contracting parties.


 


Section
8.02.            
Rights of Administrative Agent and Collateral Agent. Any institution serving as the
Administrative Agent or the Collateral Agent hereunder shall have the same rights and powers in their respective capacities as a Lender
as any other Lender and may exercise the same as though it were not an Administrative Agent or Collateral Agent and such bank and its
respective Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Borrower or any Subsidiary
or other Affiliate thereof as if it were not an Administrative Agent or Collateral Agent hereunder.


 


Section
8.03.            
Liability of Agents.


 


(a)               
Each of the Administrative Agent and the Collateral Agent shall not have any duties or obligations except those expressly
set forth herein and in the other Loan Documents, and its duties hereunder and thereunder shall be administrative in nature. Without limiting
the generality of the foregoing, (i) the Administrative Agent and the Collateral Agent shall not be subject to any fiduciary or
other implied duties, regardless of whether an Event of Default has occurred and is continuing, (ii) the Administrative Agent
and the Collateral Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary
rights and powers expressly contemplated hereby or by the other Loan Documents that each such agent is required to exercise in writing
as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as
provided in ‎Section 10.08 or in the other Loan Documents) and (iii) except as expressly set forth herein and in the other
Loan Documents, the Administrative Agent and the Collateral Agent shall not have any duty to disclose, and shall not be liable for the
failure to disclose, any information relating to the Borrower or any of its Subsidiaries that is communicated to or obtained by the institution
serving as an Administrative Agent or Collateral Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be
liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage
of the Lenders as shall be necessary under the circumstances as provided in ‎Section 10.08) or in the absence of its own gross
negligence, bad faith or willful misconduct. The Administrative Agent shall be deemed not to have knowledge of any Event of Default unless
and until written notice thereof is given to the Administrative Agent by the Borrower or a Lender, and the Administrative Agent shall
not be responsible for, or have any duty to ascertain or inquire into, (A) any statement, warranty or representation made in or
in connection with this Agreement, (B) the contents of any certificate, report or other document delivered hereunder or in connection
herewith, (C) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein,
(D) the validity, enforceability, effectiveness or genuineness of this Agreement or any other agreement, instrument or document,
or (E) the satisfaction of any condition set forth in ‎Section 4 or elsewhere herein, other than to confirm receipt
of items expressly required to be delivered to the Administrative Agent, and (iv) each of the Administrative Agent and the Collateral
Agent will not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent,
or the Collateral Agent, as applicable, to liability or that is contrary to any Loan Document or applicable law, including for the avoidance
of doubt, any action that may be in violation of the automatic stay under any Federal, state or foreign bankruptcy, insolvency, receivership
or similar law now or hereafter in effect or that may effect a forfeiture, modification or termination of property of a Defaulting Lender
in violation of any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect.


 


 


 






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(b)               
The Administrative Agent and the Collateral Agent shall be entitled to rely upon, and shall not incur any liability for
relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine
and to have been signed or sent by the proper Person. Each of the Administrative Agent and the Collateral Agent also may rely upon any
statement made to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for
relying thereon. Each of the Administrative Agent and the Collateral Agent may consult with legal counsel (who may be counsel for the
Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in
accordance with the advice of any such counsel, accountants or experts.


 


(c)               
Each of the Administrative Agent and the Collateral Agent may perform any and all of its respective duties and exercise
its respective rights and powers hereunder or under any other Loan Document by or through any one or more sub-agents appointed by such
agent. The Administrative Agent and the Collateral Agent and any such sub-agent may perform any and all of its duties and exercise its
rights and powers through its Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent
and to the Related Parties of the Administrative Agent and the Collateral Agent and any such sub-agent, and shall apply to their respective
activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent
and Collateral Agent.


 


Section
8.04.            
Reimbursement and Indemnification. Each Lender agrees (a) to reimburse on demand
the Administrative Agent (and the Collateral Agent) for such Lender’s Aggregate Exposure Percentage of any expenses and fees incurred
for the benefit of the Lenders under this Agreement and any of the Loan Documents, including, without limitation, counsel fees and compensation
of agents and employees paid for services rendered on behalf of the Lenders, and any other expense incurred in connection with the operations
or enforcement thereof, not reimbursed by the Borrower and (b) to indemnify and hold harmless the Administrative Agent and the
Collateral Agent and any of their Related Parties, on demand, in the amount equal to such Lender’s Aggregate Exposure Percentage,
from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements
of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against it or any of them in any way relating to or
arising out of this Agreement or any of the Loan Documents or any action taken or omitted by it or any of them under this Agreement or
any of the Loan Documents to the extent not reimbursed by the Borrower (except such as shall result from its gross negligence or willful
misconduct).


 


 


 


 


 


 






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Section
8.05.            
Successor Agents. Subject to the appointment and acceptance of a successor agent as
provided in this paragraph, each of the Administrative Agent and Collateral Agent may resign at any time by notifying the Lenders, the
Issuing Lenders and the Borrower. Upon any such resignation by the Administrative Agent or the Collateral Agent, the Required Lenders
shall have the right, with the consent (provided no Event of Default has occurred or is continuing) of the Borrower (such consent not
to be unreasonably withheld or delayed), to appoint a successor. If no successor shall have been so appointed by the Required Lenders
and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent or Collateral Agent gives
notice of its resignation, then the retiring Administrative Agent or Collateral Agent may, in consultation with the Borrower, on behalf
of the Lenders and the Issuing Lenders, appoint a successor Administrative Agent or Collateral Agent which shall be a bank institution
with an office in New York, New York, or an Affiliate of any such bank. Upon the acceptance of its appointment as Administrative Agent
or Collateral Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges
and duties of the retiring Administrative Agent or Collateral Agent, as applicable, and the retiring Administrative Agent or shall be
discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Administrative Agent or Collateral
Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the
retiring Administrative Agent’s or Collateral Agent’s resignation hereunder, the provisions of this Article and ‎Section
10.04 shall continue in effect for the benefit of such retiring Administrative Agent or Collateral Agent, their respective sub-agents
and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as an Administrative
Agent or Collateral Agent, as applicable.


 


Section
8.06.            
Independent Lenders. Each Lender acknowledges that it has, independently and without
reliance upon the Administrative Agent or the Collateral Agent or any other Lender and based on such documents and information as it has
deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will,
independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it
shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement,
any related agreement or any document furnished hereunder or thereunder.


 


Section
8.07.            
Advances and Payments.


 


(a)               
On the date of each Revolving Loan, the Administrative Agent shall be authorized (but not obligated) to advance, for the
account of each of the Lenders, the amount of the Revolving Loan to be made by it in accordance with its 2024 Revolving Commitment or
20232025 Revolving Commitment, as applicable,
hereunder. Should the Administrative Agent do so, each of the Lenders agrees forthwith to reimburse the Administrative Agent in immediately
available funds for the amount so advanced on its behalf by the Administrative Agent, together with interest at the NYFRB Rate if not
so reimbursed on the date due from and including such date but not including the date of reimbursement.


 


(b)               
Any amounts received by the Administrative Agent in connection with this Agreement (other than amounts to which the Administrative
Agent is entitled pursuant to Sections ‎2.18, ‎2.19, ‎8.04 and ‎10.04), the application of
which is not otherwise provided for in this Agreement, shall be applied in accordance with ‎Section 2.17(b). All amounts to
be paid to a Lender by the Administrative Agent shall be credited to that Lender, after collection by the Administrative Agent, in immediately
available funds either by wire transfer or deposit in that Lender’s correspondent account with the Administrative Agent, as such
Lender and the Administrative Agent shall from time to time agree.


 


 


 


 






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Section
8.08.            
Sharing of Setoffs. Each Lender agrees
that, except to the extent this Agreement expressly provides for payments to be allocated to a particular Lender or to the Lenders under
a particular Revolving Facility, if it shall, through the exercise either by it or any of its banking Affiliates of a right of banker’s
lien, setoff or counterclaim against the Borrower, including, but not limited to, a secured claim under Section 506 of the Bankruptcy
Code or other security or interest arising from, or in lieu of, such secured claim and received by such Lender (or any of its banking
Affiliates) under any applicable bankruptcy, insolvency or other similar law, or otherwise, obtain payment in respect of its Revolving
Loans or LC Exposure under such Revolving Facility as a result of which the unpaid
portion of its Revolving Loans or LC Exposure thereunder is proportionately
less than the unpaid portion of the Revolving Loans or LC Exposure thereunder
of any other Lender (a) it shall promptly purchase at par (and shall
be deemed to have thereupon purchased) from such other Lender a participation in the Revolving Loans
or LC Exposure thereunder of such other Lender, so that the aggregate unpaid principal amount of each Lender’s Revolving
Loans and LC Exposure under such Revolving Facility and its participation in
Revolving Loans and LC Exposure under such Revolving Facility of the other
Lenders shall be in the same proportion to the aggregate unpaid principal amount of all Revolving Loans
then outstanding and LC Exposure, in each case under such Revolving Facility, as the principal amount of its Revolving Loans
and LC Exposure under such Revolving Facility prior to the obtaining of such payment was to the principal amount of all Revolving
Loans outstanding and LC Exposure, in each case under such Revolving Facility,
prior to the obtaining of such payment and (b) such other adjustments
shall be made from time to time as shall be equitable to ensure that the Lenders under such Revolving Facility share such payment pro-rata,
provided that if any such non-pro-rata payment is thereafter recovered or otherwise set aside, such purchase of participations shall be
rescinded (without interest). The Borrower expressly consents to the foregoing arrangements and agrees, to the fullest extent permitted
by law, that any Lender holding (or deemed to be holding) a participation in a Revolving Loan
or LC Exposure acquired pursuant to this Section or any of its banking Affiliates may exercise any and all rights of banker’s lien,
setoff or counterclaim with respect to any and all moneys owing by the Borrower to such Lender as fully as if such Lender was the original
obligee thereon, in the amount of such participation.


 


Section
8.09.            
Other Agents. No Agent (other than the Administrative Agent and the Collateral Agent)
shall have any right, power, obligation, liability, responsibility or duty under this Agreement other than those applicable to all Lenders
as such. Without limiting the foregoing, no such Agent shall have or be deemed to have any fiduciary relationship with any Lender. Each
Lender acknowledges that it has not relied, and will not rely, on any such Agent in deciding to enter into this Agreement or in taking
or not taking action hereunder.


 


Section
8.10.            
Withholding Taxes. To the extent required by any applicable law, the Administrative
Agent may withhold from any payment to any Lender an amount equivalent to any withholding tax applicable to such payment. If the Internal
Revenue Service or any other Governmental Authority asserts a claim that the Administrative Agent did not properly withhold tax from amounts
paid to or for the account of any Lender for any reason, or the Administrative Agent has paid over to the Internal Revenue Service applicable
withholding tax relating to a payment to a Lender but no deduction has been made from such payment, without duplication of any indemnification
obligations set forth in ‎Section 8.04, such Lender shall indemnify the Administrative Agent fully for all amounts paid, directly
or indirectly, by the Administrative Agent as tax or otherwise, including any penalties or interest and together with any expenses incurred.


 


 


 


 






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Section
8.11.            
Appointment by Secured Parties. Each existing and future Secured Party shall be deemed
to have appointed the Administrative Agent as its agent and the Collateral Agent as its collateral agent under the Loan Documents in accordance
with the terms of this Section 8 and to have acknowledged that the provisions of this Section 8 apply to such Secured Party mutatis
mutandis as though it were a party hereto (and any acceptance by such Secured Party of the benefits of this Agreement or any other
Loan Document shall be deemed an acknowledgment of the foregoing).


 


Section
8.12.            
Certain ERISA Matters. (a) Each Lender (x) represents and warrants, as of the date
such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such
Person ceases being a Lender party hereto, for the benefit of, the Agents and their respective Affiliates, and not, for the avoidance
of doubt, to or for the benefit of the Borrower, that at least one of the following is and will be true:


 


(i)                
such Lender is not using “plan assets” (within the meaning of the Plan Asset Regulations) of one or more Benefit
Plans in connection with the Revolving Loans, the Letters of Credit or the Revolving Commitments,


 


(ii)              
the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined
by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company
general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38
(a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions
determined by in-house asset managers), is applicable with respect to such Lender’s entrance into, participation in, administration
of and performance of the Revolving Loans, the Letters of Credit, the Revolving Commitments and this Agreement, and the conditions for
exemptive relief thereunder are and will continue to be satisfied in connection therewith,


 


(iii)            
(A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning
of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter
into, participate in, administer and perform the Revolving Loans, the Letters of Credit, the Revolving Commitments and this Agreement,
(C) the entrance into, participation in, administration of and performance of the Revolving Loans, the Letters of Credit, the Revolving
Commitments and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge
of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into,
participation in, administration of and performance of the Revolving Loans, the Letters of Credit, the Revolving Commitments and this
Agreement, or


 


(iv)             
such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole
discretion, and such Lender.


 


 


 


 






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(b)               
In addition, unless sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or such Lender
has not provided another representation, warranty and covenant as provided in sub-clause (iv) in the immediately preceding clause (a),
such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from
the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the
Agents and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower, that:


 


(i)                
none of the Agents or any of their respective Affiliates is a fiduciary with respect to the assets of such Lender (including
in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement, any Loan Document or any
documents related to hereto or thereto),


 


(ii)              
the Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in,
administration of and performance of the Revolving Loans, the Letters of Credit, the Revolving Commitments and this Agreement is independent
(within the meaning of 29 CFR § 2510.3-21, as amended from time to time) and is a bank, an insurance carrier, an investment adviser,
a broker-dealer or other person that holds, or has under management or control, total assets of at least $50,000,000, in each case as
described in 29 CFR § 2510.3-21(c)(1)(i)(A)-(E),


 


(iii)            
the Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in,
administration of and performance of the Revolving Loans, the Letters of Credit, the Revolving Commitments and this Agreement is capable
of evaluating investment risks independently, both in general and with regard to particular transactions and investment strategies (including
in respect of the obligations),


 


(iv)             
the Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in,
administration of and performance of the Revolving Loans, the Letters of Credit, the Revolving Commitments and this Agreement is a fiduciary
under ERISA or the Code, or both, with respect to the Revolving Loans, the Letters of Credit, the Revolving Commitments and this Agreement
and is responsible for exercising independent judgment in evaluating the transactions hereunder, and


 


(v)               
no fee or other compensation is being paid directly to the Agents or any their respective Affiliates for investment advice
(as opposed to other services) in connection with the Revolving Loans, the Letters of Credit, the Revolving Commitments or this Agreement.


 


(c)               
The Agents hereby inform the Lenders that each such Person is not undertaking to provide impartial investment advice, or
to give advice in a fiduciary capacity, in connection with the transactions contemplated hereby, and that such Person has a financial
interest in the transactions contemplated hereby in that such Person or an Affiliate thereof (i) may receive interest or other payments
with respect to the Revolving Loans, the Letters of Credit, the Revolving Commitments and this Agreement, (ii) may recognize a gain if
it extended the Revolving Loans, the Letters of Credit or the Revolving Commitments for an amount less than the amount being paid for
an interest in the Revolving Loans, the Letters of Credit or the Revolving Commitments by such Lender or (iii) may receive fees or other
payments in connection with the transactions contemplated hereby, the Loan Documents or otherwise, including structuring fees, commitment
fees, arrangement fees, facility fees, upfront fees, underwriting fees, ticking fees, agency fees, administrative agent or collateral
agent fees, utilization fees, minimum usage fees, letter of credit fees, fronting fees, deal-away or alternate transaction fees, amendment
fees, processing fees, term out premiums, banker’s acceptance fees, breakage or other early termination fees or fees similar to
the foregoing.


 


 


 


 






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Section
9.



[RESERVED]


 


Section
10.



MISCELLANEOUS


 


Section
10.01.         Notices.
(a) Except in the case of notices and other communications expressly permitted to be given by telephone (and subject to paragraph ‎(b)
below), all notices and other communications provided for herein or under any other Loan Document shall be in writing (including by facsimile
or electronic mail (other than to the Borrower, unless agreed) pursuant to procedures approved by the Administrative Agent), and shall
be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopy, as follows:


 


(i)                
if to the Borrower, to it at Delta Air Lines, Inc., 1030 Delta Boulevard, Atlanta, GA 30354, Attention of: (x) Treasurer,
Dept. 856, Telecopier No.: (404) 715-3110, Telephone No.: (404) 715-5993 and (y) Chief Legal Officer, Dept. 971, Telecopier No.: (404)
715-2233, Telephone No.: (404) 715-2191;


 


(ii)              
if to JPMCB as Administrative Agent, to it at JPMorgan Chase Bank, N.A., Loan and Agency Services Group, 500 Stanton Christiana
Road, 1/NCC5, Newark, Delaware 19713, Attention of: Nicole C. Reilly (Email Address: nicole.c.reilly@jpmorgan.com), with a copy to
JPMorgan Chase Bank, N.A., 383 Madison Avenue, New York, New York 10179, Attention of: Cristina Caviness (Email Address: cristina.caviness@jpmorgan.com);


 


(iii)            
if to an Issuing Lender, to it at the address most recently specified by it in notice delivered by it to the Administrative
Agent and the Borrower, with a copy to the Administrative Agent as provided in clause ‎(ii) above; and


 


(iv)             
if to any other Lender, to it at its address (or telecopy number) set forth on Schedule 2.01 hereto or, if subsequently
delivered, an administrative questionnaire in a form as the Administrative Agent may require.


 


(b)               
Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communications pursuant
to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices pursuant to ‎Section
2 unless otherwise agreed by the Administrative Agent and the applicable Lender. The Administrative Agent or the Borrower may, in its
reasonable discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures
approved by it; provided that approval of such procedures may be limited to particular notices or communications.


 


(c)               
Any party hereto may change its address or telecopy number for notices and other communications hereunder by notice to the
other parties hereto. All notices and other communications given to any party hereto in accordance with the provisions of this Agreement
shall be deemed to have been given on the date of receipt.


 


Section
10.02.         Successors
and Assigns. (a) The provisions of this Agreement shall be binding upon and inure to the benefit
of the parties hereto and their respective successors and assigns permitted hereby (including any Affiliate of an Issuing Lender that
issues any Letter of Credit), except that (i) the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder
(other than as permitted by Section 6.02(a)) without the prior written consent of each Lender (and any attempted assignment or transfer
by the Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations
hereunder except in accordance with this ‎Section 10.02. Nothing in this Agreement, expressed or implied, shall be construed to confer
upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby (including any Affiliate of an
Issuing Lender that issues any Letter of Credit), Participants (to the extent provided in paragraph ‎(d) of this ‎Section 10.02)
and, to the extent expressly contemplated hereby, the Related Parties of the Administrative Agent, the Issuing Lenders and the Lenders)
any legal or equitable right, remedy or claim under or by reason of this Agreement.


 


 


 


 






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(b)               
(i) Subject to the conditions set forth in paragraph ‎(b)‎(ii) below, any Lender may assign to
one or more Eligible Assignees all or a portion of its rights and obligations under any Revolving Facility (including all or a portion
of its Revolving Commitment and the Revolving Loans under such Revolving Facility at the time owing to it) with the prior written consent
(such consent not to be unreasonably withheld or delayed) of:


 


(A)             
the Administrative Agent; provided that no consent of the Administrative Agent shall be required if the assignee
is a Lender or an Affiliate of a Lender;


 


(B)             
the Borrower; provided that no consent of the Borrower shall be required for an assignment (1) if an Event of
Default under ‎Section 7.01(b), ‎Section 7.01(f) or ‎Section 7.01(g) has occurred and is continuing or (2) if the assignee
is a Lender or an Eligible Affiliate Assignee; and


 


(C)             
each Issuing Lender under such Revolving Facility; provided that no consent of any Issuing Lender shall be required
if the assignee is a Lender or an Affiliate of a Lender;


 


(ii)              
Assignments shall be subject to the following additional conditions:


 


(A)             
any assignment of any portion of the Total Revolving Commitment, Revolving Loans and LC Exposure shall be made to an Eligible
Assignee;


 


(B)             
except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount
of the assigning Lender’s Revolving Commitment or Revolving Loans, the amount of such Revolving Commitment or Revolving Loans of
the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance with respect to such assignment
is delivered to the Administrative Agent) shall not be less than $5,000,000, and after giving effect to such assignment, the portion of
the Revolving Loan or Revolving Commitment held by the assigning Lender of the same tranche as the assigned portion of the Revolving Loan
or Revolving Commitment shall not be less than $5,000,000, in each case unless the Borrower and the Administrative Agent otherwise consent,
provided that any such assignment shall be in increments of $500,000 in excess of the minimum amount described above;


 


(C)             
each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights
and obligations under this Agreement, provided that this clause shall not be construed to prohibit the assignment of a proportionate
part of all the assigning Lender’s rights and obligations in respect of one (1) Class of Revolving Commitments or Revolving Loans;


 


(D)             
the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance, together
with a processing and recordation fee of $3,500 for the account of the Administrative Agent (unless otherwise agreed); and


 


(E)              
the assignee, if it was not a Lender immediately prior to such assignment, shall deliver to the Administrative Agent an
administrative questionnaire in a form as the Administrative Agent may require.


 


The Administrative Agent shall not be responsible
for monitoring the Disqualified Institutions list and shall have no liability for non-compliance by any Lender. The Disqualified Institutions
list shall be made available to any Lender upon request to the Administrative Agent.


 


 


 


 






    	 	101	 



     


    

 


(iii)            
Subject to acceptance and recording thereof pursuant to paragraph ‎(b)‎(iv) of
this ‎Section 10.02, from and after the effective date specified in each Assignment and Acceptance, the assignee thereunder
shall be a party hereto and, to the extent of the interest assigned by such Assignment and Acceptance, have the rights and obligations
of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment
and Acceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all of
the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue
to be entitled to the benefits of Sections ‎2.14, ‎2.16 and ‎10.04). Any assignment
or transfer by a Lender of rights or obligations under this Agreement that does not comply with this ‎Section 10.02
shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance
with paragraph ‎(d) of this Section.


 


(iv)             
The Administrative Agent shall maintain at its offices a copy of each Assignment and Acceptance delivered to it and a register
for the recordation of the names and addresses of the Lenders, and the Revolving Commitments of, and principal amount (and stated interest)
of the Revolving Loans and LC Disbursements under each Revolving Facility owing to, each Lender pursuant to the terms hereof from time
to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrower,
the Administrative Agent, the Issuing Lenders and the Lenders shall treat each Person whose name is recorded in the Register pursuant
to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall
be available for inspection by the Borrower, the Issuing Lenders and any Lender, at any reasonable time and from time to time upon reasonable
prior notice.


 


(v)               
Notwithstanding anything to the contrary contained herein, no assignment may be made hereunder to any Defaulting Lender
or any of its subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described
in this clause ‎(v).


 


(vi)             
In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment will
be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment make such additional
payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright
payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the
consent of the Borrower and the Administrative Agent, the applicable pro rata share of Revolving Loans under each applicable Revolving
Facility previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably
consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Borrower, Administrative Agent,
the Issuing Lender and each other Lender under each applicable Revolving Facility (and interest accrued thereon), and (y) acquire (and
fund as appropriate) its full pro rata share of all Revolving Loans and participations in Letters of Credit in accordance with
its Aggregate Exposure Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting
Lender hereunder becomes effective under applicable law without compliance with the provisions of this paragraph, then the assignee of
such interest will be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.


 


(c)               
Upon its receipt of a duly completed Assignment and Acceptance executed by an assigning Lender and an assignee, the assignee’s
completed administrative questionnaire in a form as the Administrative Agent may require (unless the assignee shall already be a Lender
hereunder), the processing and recordation fee referred to in paragraph ‎(b) of this Section and any written consent to
such assignment required by paragraph ‎(b) of this Section, the Administrative Agent shall accept such Assignment and Acceptance
and record the information contained therein in the Register; provided that if either the assigning Lender or the assignee shall
have failed to make any payment required to be made by it pursuant to ‎Section 2.02(d) or ‎(e), ‎2.04(a),
‎8.04 or ‎10.04(c), the Administrative Agent shall have no obligation to accept such Assignment and Acceptance and
record the information therein in the Register unless and until such payment shall have been made in full, together with all accrued interest
thereon. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this
paragraph.


 


 


 






    	 	102	 



     


    

 


(d)                (i)
Any Lender may, without the consent of the Borrower, the Administrative Agent or any Issuing Lender, sell participations to one or
more banks or other entities (other than a Disqualified Institution to the extent the Disqualified Institutions list is made
available to any Lender upon request to the Administrative Agent) (a “Participant”) in all or a portion of such
Lender’s rights and obligations under this Agreement (including all or a portion of its Revolving Commitment and the Revolving
Loans); provided that (A) such Lender’s obligations under this Agreement shall remain unchanged, (B) such
Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (C) the
Borrower, the Administrative Agent, the Issuing Lenders and the other Lenders shall continue to deal solely and directly with such
Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to
which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and
to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or
instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or
waiver described in the first proviso to ‎Section 10.08(a) that affects such Participant. Subject to paragraph ‎(d)‎(ii)
of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections ‎2.14 and ‎2.16
to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph ‎(b) of this
Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of ‎Section 8.08 as
though it were a Lender, provided such Participant agrees to be subject to the requirements of ‎Section 8.08 as though it
were a Lender. Each Lender that sells a participation, acting solely for this purpose as a non-fiduciary agent of the Borrower,
shall maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated
interest) of each Participant’s interest in the Revolving Loans or other obligations under this Agreement (the
“Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion
of the Participant Register to any Person (including the identity of any Participant or any information relating to a
Participant’s interest in any Revolving Commitments, Revolving Loans, Letters of Credit or its other obligations under this
Agreement or any Loan Document) except to the extent that such disclosure is necessary to establish that such Revolving Commitment,
Revolving Loan, Letter of Credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury
Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender, the Borrower and
the Administrative Agent shall treat each person whose name is recorded in the Participant Register pursuant to the terms hereof as
the owner of such participation for all purposes of this Agreement, notwithstanding notice to the contrary.


 


(ii)              
A Participant shall not be entitled to receive any greater payment under ‎Section 2.16 than the applicable
Lender would have been entitled to receive with respect to the participation sold to such Participant. A Participant that would be a Foreign
Lender if it were a Lender shall not be entitled to the benefits of ‎Section 2.16 unless such Participant agrees, for
the benefit of the Borrower, to comply with Sections ‎2.16(f), ‎2.16(g), ‎2.16(h)
and ‎2.18 as though it were a Lender.


 


(e)               
Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement
to secure obligations of such Lender, including without limitation any pledge or assignment to secure obligations to a Federal Reserve
Bank or any central bank having jurisdiction over such Lender, and this ‎Section 10.02 shall not apply to any such pledge or
assignment of a security interest; provided that no such pledge or assignment of a security interest shall release a Lender from
any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.


 


(f)                
Any Lender may, in connection with any assignment or participation or proposed assignment or participation pursuant to this
‎Section 10.02, disclose to the assignee or participant or proposed assignee or participant, any information relating to the
Borrower furnished to such Lender by or on behalf of the Borrower; provided that prior to any such disclosure, each such assignee
or participant or proposed assignee or participant are advised of and agree to be bound by either the provisions of ‎Section
10.03 or other provisions at least as restrictive as ‎Section 10.03.


 


 


 


 






    	 	103	 



     


    

 


Section
10.03.         Confidentiality.
Each Lender and each Agent agrees to keep any information delivered or made available by or on behalf of the Borrower to it confidential,
in accordance with its customary procedures, from anyone other than persons employed or retained by such Lender or Agent who are or are
expected to become engaged in evaluating, approving, structuring or administering the Revolving Loans, and who are advised by such Lender
or Agent of the confidential nature of such information; provided that nothing herein shall prevent any Lender or Agent from disclosing
such information (a) to any of its Related Parties and their respective agents, legal counsel, auditors and other advisors (it being
understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such information and instructed
to keep such information confidential, and the applicable Lender or Agent shall be responsible for compliance by such Persons with such
obligation) or to any other Lender, (b) upon the order of any court or administrative agency, (c) upon the request or demand of
any regulatory agency or authority (including in connection with any audit or examination by a bank examiner exercising examination or
regulatory authority over such Lender or Agent), (d) which has been publicly disclosed other than as a result of a disclosure by any
Lender or Agent which is not permitted by this Agreement, (e) in connection with any litigation to which any Lender or Agent, or their
respective Affiliates may be a party to the extent reasonably required, (f) to the extent reasonably required in connection with the
exercise of any remedy hereunder, (g) with the Borrower’s consent, (h) to any nationally recognized rating agency that requires
access to information about a Lender or Agent’s investment portfolio in connection with ratings issued with respect to such Lender
or Agent and (i) to any actual or proposed participant or assignee of all or part of its rights hereunder or to any direct or indirect
contractual counterparty (or the professional advisors thereto) to any swap or derivative transaction relating to the Borrower and its
obligations, in each case, (i) other than a Disqualified Institution and (ii) subject to the proviso in ‎Section 10.02(f) (with
any reference to any assignee or participant set forth in such proviso being deemed to include a reference to such contractual counterparty
for purposes of this ‎Section 10.03(g)). If any Lender or Agent is in any manner requested or required to disclose any of the information
delivered or made available to it by the Borrower under clauses ‎(b) or ‎(e) of this Section, such Lender or Agent will, to the
extent permitted by law, provide the Borrower with prompt notice, to the extent reasonable, so that the Borrower may seek, at its sole
expense, a protective order or other appropriate remedy or may waive compliance with this Section. In addition, any Lender or Agent may
disclose information pertaining to this Agreement routinely provided by arrangers to data service providers, including league table providers,
that serve the lending industry.


 


 


 


 






    	 	104	 



     


    

 


Section
10.04.         Expenses;
Indemnity; Damage Waiver. (a) (i) The Borrower shall pay or reimburse: (b) all reasonable fees
and reasonable out-of-pocket expenses of the Administrative Agent and the Arrangers (limited in the case of legal fees and expenses, to
the reasonable fees, disbursements and other charges of Simpson Thacher & Bartlett LLP, as counsel to the Administrative Agent) associated
with the syndication of the credit facilities provided for herein, and the preparation, execution, delivery and administration of the
Loan Documents and (in the case of the Administrative Agent) any amendments, modifications or waivers of the provisions hereof (whether
or not the transactions contemplated hereby or thereby shall be consummated); and (c) all fees and out-of-pocket expenses of the
Administrative Agent and the Lenders (limited in the case of legal fees and expenses, to one (1) outside counsel to the Administrative
Agent and the Lenders, taken as a whole (and, in the case of an actual or perceived conflict of interest, an additional counsel to all
such similarly situated affected parties)) in connection with the enforcement of the Loan Documents.


 


(ii)              
The Borrower shall pay or reimburse (A) all reasonable fees and reasonable expenses of the Administrative Agent and the
Appraisers incurred in connection with the Administrative Agent’s (x) periodic appraisals and (y) other monitoring of Collateral
as allowed hereunder and (B) all reasonable fees and reasonable expenses of the Issuing Lenders in connection with the issuance, amendment,
renewal or extension of any Letter of Credit or any demand or any payment thereunder.


 


(iii)            
All payments or reimbursements pursuant to the foregoing clauses ‎(a)‎(i) and ‎(ii)
shall be paid within thirty (30) days of written demand together with back-up documentation supporting such reimbursement request.


 


(b)               
The Borrower shall indemnify each Agent, the Issuing Lenders and each Lender, and each Related Party of any of the foregoing
Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all
losses, claims, damages, liabilities and related expenses (limited in the case of legal fees and expenses, to one (1) outside counsel
to all Indemnitees, taken as a whole (and, in the case of an actual or perceived conflict of interest, an additional counsel to all such
similarly situated affected Indemnitees)) incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result
of (i) the execution or delivery of this Agreement or any agreement or instrument contemplated hereby, the performance by the
parties hereto of their respective obligations hereunder or the consummation of the Transactions or any other transactions contemplated
hereby, (ii) any Revolving Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by any Issuing
Lender to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly
comply with the terms of such Letter of Credit), (iii) in connection with clauses ‎(i) and ‎(ii) above,
any Release of Hazardous Materials on or from any property owned or operated by the Borrower or any of its Subsidiaries, or any Environmental
Liability related to or asserted against the Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation,
investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether
any Indemnitee is a party thereto and whether or not the same are brought by the Borrower, its equity holders, affiliates or creditors
or any other Person; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses,
claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment
to (x) have resulted from the material breach of the obligations of such Indemnitee under the Loan Documents or the bad faith, gross negligence
or willful misconduct of such Indemnitee or (y) arise from disputes solely among the Indemnitees (other than any dispute involving claims
against any Person in its capacity as an Agent or similar role hereunder) that do not involve an act or omission by the Borrower or any
of its Subsidiaries. For the avoidance of doubt, no Indemnitee shall be liable for any damages arising from the use by others of information
or other materials obtained through electronic, telecommunications or other information transmission systems, except to the extent any
such damages are found by a final non-appealable judgment of a court of competent jurisdiction to arise from the gross negligence or willful
misconduct of such Indemnitee. This ‎Section 10.04(b) shall not apply with respect to Taxes other than Taxes that represent
losses or damages arising from any non-Tax claim.


 


 


 


 






    	 	105	 



     


    

 


(c)               
To the extent that the Borrower fails to pay any amount required to be paid by it to the Administrative Agent or an Issuing
Lender under paragraph ‎(a) or ‎(b) of this ‎Section 10.04, each Lender severally agrees to pay to the
Administrative Agent or the applicable Issuing Lender, as the case may be, such portion of the unpaid amount equal to such Lender’s
Aggregate Exposure Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); provided
that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or
asserted against the Administrative Agent or the applicable Issuing Lender in its capacity as such.


 


(d)               
To the extent permitted by applicable law, neither the Borrower nor any Indemnitee shall have any liability for special,
indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result
of, this Agreement or any agreement or instrument contemplated hereby, the Transactions, any Revolving Loan or Letter of Credit or the
use of the proceeds thereof (other than in respect of such damages incurred or paid by an Indemnitee to a third party).


 


Section
10.05.         Governing
Law; Jurisdiction; Consent to Service of Process. (a) This Agreement shall be construed in accordance
with and governed by the law of the State of New York.


 


(b)               
Each party hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction
of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District
of New York sitting in New York County, and any appellate court from any thereof, in any action or proceeding arising out of or relating
to this Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally
agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State court or, to
the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding
shall, to the extent permitted by law, be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other
manner provided by law.


 


(c)               
Each party hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do
so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating
to this Agreement in any court referred to in paragraph ‎(b) of this ‎Section 10.05. Each of the parties hereto
hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action
or proceeding in any such court.


 


(d)               
Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in ‎Section
10.01. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by
law.


 


 


 


 






    	 	106	 



     


    

 


Section
10.06.         No Waiver.
No failure on the part of the Administrative Agent or the Collateral Agent or any of the Lenders to exercise, and no delay in exercising,
any right, power or remedy hereunder or any of the other Loan Documents shall operate as a waiver thereof, nor shall any single or partial
exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or
remedy. All remedies hereunder are cumulative and are not exclusive of any other remedies provided by law.


 


Section
10.07.         Extension
of Maturity. Should any payment of principal of or interest or any other amount due hereunder become
due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day and, in
the case of principal, interest shall be payable thereon at the rate herein specified during such extension.


 


Section
10.08.         Amendments,
etc. 


 


(a)               
Except as set forth in ‎Section 2.09 or as otherwise set forth in this Agreement, no modification, amendment
or waiver of any provision of this Agreement, and no consent to any departure by the Borrower therefrom, shall in any event be effective
unless the same shall be in writing and signed by the Required Lenders (or signed by the Administrative Agent with the consent of the
Required Lenders), and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given;
provided, however, that no such modification or amendment shall without the prior written consent of:


 


(i)                
each Lender directly and adversely affected thereby (A) increase the Revolving Commitment of any Lender or extend the
termination date of the Revolving Commitment of any Lender (it being understood that a waiver of an Event of Default shall not constitute
an increase in or extension of the termination date of the Revolving Commitment of a Lender), or (B) reduce the principal amount of
any Revolving Loan, any reimbursement obligation in respect of any Letter of Credit, or the rate of interest payable thereon (provided
that only the consent of the Required Lenders shall be necessary for a waiver of default interest referred to in ‎Section
2.08), or extend any date for the payment of principal, interest or Fees hereunder or reduce any Fees payable hereunder or extend the
final maturity of the Borrower’s obligations hereunder or (C) amend, modify or waive any provision of ‎Sections
2.17(b) or ‎(e);


 


(ii)              
all of the Lenders (A) amend or modify any provision of this Agreement which provides for the unanimous consent or approval
of the Lenders or (B) amend this ‎Section 10.08 that has the effect of changing the number or percentage of Lenders
that must approve any modification, amendment, waiver or consent or modify the percentage of the Lenders required in the definition of
Required Lenders;


 


(iii)            
(x) the Required 2024 Lenders in addition to the Required Lenders to change the definition of the term “Required 2024
Lenders” and (y) the Required 20232025
Lenders in addition to the Required Lenders to change the definition of the term “Required 20232025
Lenders”; and


 


provided further, that any waiver, amendment
or modification of this Agreement that by its terms affects the rights or duties under this Agreement of one (1) Class of Lenders (but
not of any other Class of Lenders) may be effected by an agreement or agreements in writing entered into by the Borrower and the requisite
percentage in interest of the affected Class of Lenders that would be required to consent thereto under this section if such Class of
Lenders were the only Class of Lenders hereunder at the time.


 


 


 


 






    	 	107	 



     


    

 


(b)               
No such amendment or modification shall adversely affect the rights and obligations of the Administrative Agent or any Issuing
Lender hereunder without its prior written consent.


 


(c)               
No notice to or demand on the Borrower shall entitle the Borrower to any other or further notice or demand in the same,
similar or other circumstances. Each assignee under ‎Section 10.02(b) shall be bound by any amendment, modification, waiver,
or consent authorized as provided herein, and any consent by a Lender shall bind any Person subsequently acquiring an interest on the
Revolving Loans held by such Lender. No amendment to this Agreement shall be effective against the Borrower unless signed by the Borrower.


 


(d)               
Notwithstanding anything to the contrary contained in ‎Section 10.08(a), (i) in the event that the Borrower
requests that this Agreement be modified or amended in a manner which would require the unanimous consent of all of the Lenders or the
consent of all Lenders directly and adversely affected thereby and, in each case, such modification or amendment is agreed to by the Required
Lenders or the Required 2024 Lenders or Required 20232025
Lenders, as applicable, then the Borrower may replace any non-consenting Lender in accordance with ‎Section 10.02; provided
that such amendment or modification can be effected as a result of the assignment contemplated by such Section (together with all other
such assignments required by the Borrower to be made pursuant to this clause ‎(i)); (ii) no Defaulting Lender shall have
any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Revolving Commitment of such Lender may
not be increased or extended without the consent of such Lender (it being understood that the Revolving Commitment and the outstanding
Revolving Loans or other extensions of credit held or deemed held by any Defaulting Lender shall be excluded for a vote of the Lenders
hereunder requiring any consent of the Lenders), (iii) notwithstanding anything to the contrary herein, any Extension Agreement effected
in accordance with ‎Section 2.29 may be made without the consent of the Required Lenders and (iv) if the Administrative
Agent and the Borrower shall have jointly identified any ambiguity, mistake, typographical error or other obvious error or any error or
omission of a technical or immaterial nature in any provision of the Loan Documents (including the exhibits and schedules thereto), then
the Administrative Agent and the Borrower shall be permitted to amend such provision and such amendment shall become effective without
any further action or consent of any other party to any Loan Document.


 


(e)               
In addition, notwithstanding anything to the contrary contained in ‎Section 10.08(a), with the written consent
of the Administrative Agent (not to be unreasonably withheld or delayed), the Borrower and the lenders providing the relevant Refinancing
Revolving Facility, this Agreement and, as appropriate, the other Loan Documents, may be amended as may be necessary or appropriate, in
the reasonable opinion of the Administrative Agent and the Borrower, (x) to permit the creation hereunder of any such Refinancing Revolving
Facility and the incurrence of the related Refinancing Debt (any such amendment, a “Refinancing Amendment”) and (y)
to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders, Required 2024 Lenders
and/or Required 20232025 Lenders, as applicable.
The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set
forth in ‎Section 4.02 (other than, with respect to Section 4.02(b), the representations and warranties set forth in Sections
‎3.04(b) and ‎3.06(a)) (it being understood that all references to the making or borrowing of Revolving Loans or
the issuance of Letters of Credit or similar language in such ‎Section 4.02 shall be deemed to refer to the effective date
of such Refinancing Amendment) and such other conditions as the parties thereto shall agree.


 


(f)                
In addition, notwithstanding anything to the contrary contained in Section 10.08, the Borrower may from time to time deliver
to the Administrative Agent an updated Schedule 6.05 to replace the then-existing Schedule 6.05 in connection with (x) any disposition,
transfer or removal by the Borrower or any Subsidiary of the Borrower of any Pool Asset pursuant to Section 6.05 or (y) any designation
of Additional Pool Assets as Pool Assets as contemplated by the definition of Additional Pool Assets set forth in Section 1.01 hereof.


 


 


 


 






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Section
10.09.         Severability.
Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining
provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any
other jurisdiction.


 


Section
10.10.         Headings.
Section headings used herein are for convenience only and are not to affect the construction of or be taken into consideration in interpreting
this Agreement.


 


Section
10.11.         Survival.
All covenants, agreements, representations and warranties made by the Borrower herein and in the certificates or other instruments delivered
in connection with or pursuant to this Agreement shall be considered to have been relied upon by the other parties hereto and shall survive
the execution and delivery of this Agreement and the making of any Revolving Loans and issuance of any Letters of Credit, regardless of
any investigation made by any such other party or on its behalf and notwithstanding that the Administrative Agent, any Issuing Lender
or any Lender may have had notice or knowledge of any Event of Default or incorrect representation or warranty at the time any credit
is extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued interest on any Revolving
Loan or any fee or any other amount payable under this Agreement is outstanding and unpaid or any Letter of Credit is outstanding and
so long as the Revolving Commitments have not expired or terminated. The provisions of Sections ‎2.14, ‎2.15, ‎2.16 and ‎10.04
and ‎Section 8 shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby,
the repayment of the Revolving Loans, the expiration or termination of the Letters of Credit and the Revolving Commitments, or the termination
of this Agreement or any provision hereof.


 


Section
10.12.         Execution
in Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by
different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together
shall constitute a single contract. This Agreement constitutes the entire contract among the parties relating to the subject matter hereof
and supersedes any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided
in ‎Section 4.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the
Administrative Agent shall have received counterparts hereof which, when taken together, bear the signatures of each of the other parties
hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.
Delivery of an executed counterpart of a signature page of this Agreement by telecopy or electronic .pdf copy shall be effective as delivery
of a manually executed counterpart of this Agreement.


 


Section
10.13.         USA Patriot
Act. Each Lender that is subject to the requirements of the Patriot Act hereby notifies the Borrower
that pursuant to the requirements of the Patriot Act, it is required to obtain, verify and record information that identifies the Borrower,
which information includes the name and address of the Borrower and other information that will allow such Lender to identify the Borrower
in accordance with the Patriot Act.


 


 


 


 






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Section
10.14.         WAIVER
OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY
RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO ANY OF THE LOAN DOCUMENTS
OR THE TRANSACTIONS CONTEMPLATED THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES
THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT,
IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE
BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.


 


Section
10.15.         No Fiduciary
Duty. Each Agent, each Lender and their Affiliates (collectively, solely for purposes of this paragraph,
the “Lenders”), may have economic interests that conflict with those of the Borrower, its stockholders and/or its affiliates.
The Borrower agrees that nothing in the Loan Documents or otherwise related to the Transactions will be deemed to create an advisory,
fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and the Borrower, its stockholders
or its affiliates, on the other hand. The parties hereto acknowledge and agree that (i) the transactions contemplated by the Loan Documents
(including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders,
on the one hand, and the Borrower and its Subsidiaries, on the other hand, and (ii) in connection therewith and with the process leading
thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of the Borrower, its stockholders or its affiliates
with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading
thereto (irrespective of whether any Lender has advised, is currently advising or will advise the Borrower, its stockholders or its affiliates
on other matters) or any other obligation to the Borrower except the obligations expressly set forth in the Loan Documents and (y) each
Lender is acting solely as principal and not as the agent or fiduciary of the Borrower, its management, stockholders, affiliates, creditors
or any other Person. The Borrower acknowledges and agrees that the Borrower has consulted its own legal and financial advisors to the
extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and
the process leading thereto. The Borrower agrees that it will not claim that any Lender has rendered advisory services of any nature or
respect, or owes a fiduciary or similar duty to the Borrower, in connection with such transaction or the process leading thereto.


 


Section
10.16.         Acknowledgement
and Consent to Bail-In of Affected Financial Institutions. Notwithstanding anything to the contrary
in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that
any liability of any Affected Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be
subject to the Write-Down and Conversion Powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and
agrees to be bound by:


 


(a)              
the application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising
hereunder which may be payable to it by any party hereto that is an Affected Financial Institution; and


 


(b)              
the effects of any Bail-In Action on any such liability, including, if applicable:


 


(i)               
a reduction in full or in part or cancellation of any such liability;


 


(ii)              
a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such Affected Financial
Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares
or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement
or any other Loan Document; or


 


(iii)            
the variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of
the applicable Resolution Authority.


 


 


 


 






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Section
10.17.         Registrations
with International Registry. Each of the parties hereto (i) consents to the registrations with the International
Registry of the International Interest constituted by the Aircraft Mortgage, and (ii) covenants and agrees that it will take all such
action reasonably requested by Borrower or Administrative Agent in order to make any registrations with the International Registry, including
without limitation establishing a valid and existing account with the International Registry and appointing an Administrator and/or a
Professional User reasonably acceptable to the Administrative Agent to make registrations with respect to the Aircraft Collateral and
providing consents to any registration as may be contemplated by the Loan Documents.


 


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