CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT
THAT IS MARKED BY [***] HAS BEEN OMITTED BECAUSE IT (I) IS NOT MATERIAL AND (II) IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS
AS PRIVATE OR CONFIDENTIAL.


 


 


 


 


 


 



SECOND AMENDED AND RESTATED CREDIT AND GUARANTY
AGREEMENT


dated as of October 21, 2022


among


JETBLUE AIRWAYS CORPORATION,


as Borrower,


THE SUBSIDIARIES OF THE BORROWER PARTY HERETO,


as Guarantors,


THE LENDERS PARTY HERETO,


and


CITIBANK, N.A.,


as Administrative Agent


 


 


 


 


 



 


 


 






    	 	 	 



     


    

 


Table of Contents


Page








	SECTION 1. DEFINITIONS	1
	 	Section 1.01.	Defined Terms	1
	 	Section 1.02.	Terms Generally	50
	 	Section 1.03.	Accounting Terms; GAAP	51
	 	Section 1.04.	Divisions	51
	 	Section 1.05.	Rates	52
	SECTION 2. AMOUNT AND TERMS OF CREDIT	52
	 	Section 2.01.	Commitments of the Lenders	52
	 	Section 2.02.	Letters of Credit	53
	 	Section 2.03.	Requests for Loans	58
	 	Section 2.04.	Funding of Loans	59
	 	Section 2.05.	Interest Elections	60
	 	Section 2.06.	Limitation on SOFR Tranches	61
	 	Section 2.07.	Interest on Loans	61
	 	Section 2.08.	Default Interest	62
	 	Section 2.09.	[Reserved]	62
	 	Section 2.10.	Repayment of Loans; Evidence of Debt	62
	 	Section 2.11.	Optional Termination or Reduction of Revolving Commitments	63
	 	Section 2.12.	Mandatory Prepayment of Loans; Commitment Termination; Change of Control Offer	64
	 	Section 2.13.	Optional Prepayment of Loans	67
	 	Section 2.14.	Increased Costs	68
	 	Section 2.15.	Break Funding Payments	70
	 	Section 2.16.	Taxes	70
	 	Section 2.17.	Payments Generally; Pro Rata Treatment	74
	 	Section 2.18.	Mitigation Obligations; Replacement of Lenders	75
	 	Section 2.19.	Certain Fees	76
	 	Section 2.20.	Commitment Fee and Upfront Fee	76
	 	Section 2.21.	Letter of Credit Fees	76
	 	Section 2.22.	Nature of Fees	77
	 	Section 2.23.	Right of Set-Off	77
	 	Section 2.24.	Security Interest in Letter of Credit Account	78
	 	Section 2.25.	Payment of Obligations	78
	 	Section 2.26.	Defaulting Lenders	78
	 	Section 2.27.	Increase in Commitment	80
	 	Section 2.28.	Extension of the Revolving Facility	82
	 	Section 2.29.	Benchmark Replacement Setting	85
	 	Section 2.30.	Inability to Determine Rates	86



 






    	 	 i	 



     


    

 


	SECTION 3. REPRESENTATIONS AND WARRANTIES	87
	 	Section 3.01.	Organization and Authority	87
	 	Section 3.02.	Air Carrier Status	87
	 	Section 3.03.	Due Execution	87
	 	Section 3.04.	Statements Made	88
	 	Section 3.05.	Financial Statements; Material Adverse Change	89
	 	Section 3.06.	Ownership of Subsidiaries	89
	 	Section 3.07.	Liens	89
	 	Section 3.08.	Use of Proceeds	89
	 	Section 3.09.	Litigation and Compliance with Laws	89
	 	Section 3.10.	FAA Slot Utilization	90
	 	Section 3.11.	Margin Regulations; Investment Company Act	90
	 	Section 3.12.	Ownership of Collateral	90
	 	Section 3.13.	Perfected Security Interests	90
	 	Section 3.14.	Payment of Taxes	91
	 	Section 3.15.	Anti-Corruption Laws and Sanctions	91
	SECTION 4. CONDITIONS OF LENDING	91
	 	Section 4.01.	Conditions Precedent to Second Restatement Effective Date	91
	 	Section 4.02.	Conditions Precedent to Each Loan and Each Letter of Credit	94
	SECTION 5. AFFIRMATIVE COVENANTS	96
	 	Section 5.01.	Financial Statements, Reports, etc.	96
	 	Section 5.02.	Taxes	99
	 	Section 5.03.	Stay, Extension and Usury Laws	99
	 	Section 5.04.	Corporate Existence	99
	 	Section 5.05.	Compliance with Laws	99
	 	Section 5.06.	[Reserved]	100
	 	Section 5.07.	Delivery of Appraisals	100
	 	Section 5.08.	Regulatory Cooperation	101
	 	Section 5.09.	Regulatory Matters; Citizenship; Utilization; Collateral Requirements	102
	 	Section 5.10.	Collateral Ownership	103
	 	Section 5.11.	Insurance	103
	 	Section 5.12.	Additional Guarantors; Grantors; Collateral	104
	 	Section 5.13.	Access to Books and Records	105
	 	Section 5.14.	Further Assurances	106
	SECTION 6. NEGATIVE COVENANTS	106
	 	Section 6.01.	[Reserved]	106
	 	Section 6.02.	[Reserved]	106
	 	Section 6.03.	[Reserved]	106
	 	Section 6.04.	Disposition of Collateral	106



 


 






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	 	Section 6.05.	[Reserved]	107
	 	Section 6.06.	Liens	107
	 	Section 6.07.	Business Activities	107
	 	Section 6.08.	Liquidity	107
	 	Section 6.09.	Collateral Coverage Ratio	107
	 	Section 6.10.	Merger, Consolidation, or Sale of Assets	109
	 	Section 6.11.	Use of Proceeds	110
	SECTION 7. EVENTS OF DEFAULT	110
	 	Section 7.01.	Events of Default	110
	SECTION 8. THE AGENTS	113
	 	Section 8.01.	Administration by Agents	113
	 	Section 8.02.	Rights of Administrative Agent	114
	 	Section 8.03.	Liability of Agents	115
	 	Section 8.04.	Reimbursement and Indemnification	116
	 	Section 8.05.	Successor Agents	116
	 	Section 8.06.	Independent Lenders	117
	 	Section 8.07.	Advances and Payments	117
	 	Section 8.08.	Sharing of Setoffs	118
	 	Section 8.09.	Withholding Taxes	118
	 	Section 8.10.	Appointment by Secured Parties	119
	 	Section 8.11.	Erroneous Payments	119
	SECTION 9. GUARANTY	123
	 	Section 9.01.	Guaranty	123
	 	Section 9.02.	No Impairment of Guaranty	124
	 	Section 9.03.	Continuation and Reinstatement, etc.	124
	 	Section 9.04.	Subrogation	125
	 	Section 9.05.	Discharge of Guaranty	125
	SECTION 10. MISCELLANEOUS	126
	 	Section 10.01.	Notices	126
	 	Section 10.02.	Successors and Assigns	127
	 	Section 10.03.	Confidentiality	132
	 	Section 10.04.	Expenses; Indemnity; Damage Waiver	132
	 	Section 10.05.	Governing Law; Jurisdiction; Consent to Service of Process	135
	 	Section 10.06.	No Waiver	136
	 	Section 10.07.	Extension of Maturity	136
	 	Section 10.08.	Amendments, etc.	136
	 	Section 10.09.	Severability	138
	 	Section 10.10.	Headings	138
	 	Section 10.11.	Survival	138
	 	Section 10.12.	Execution in Counterparts; Integration; Effectiveness	139



 






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	 	Section 10.13.	USA Patriot Act	139
	 	Section 10.14.	New Value	139
	 	Section 10.15.	WAIVER OF JURY TRIAL	140
	 	Section 10.16.	No Fiduciary Duty	140
	 	Section 10.17.	Intercreditor Agreements	141
	 	Section 10.18.	Registrations with International Registry	141
	 	Section 10.19.	Acknowledgment and Consent to Bail-In of EEA Financial Institutions	141
	 	Section 10.20.	Acknowledgment Regarding Any Supported QFCs	142



 


 


 


 






    	 	 iv	 



     


    

 


INDEX OF APPENDICES


	ANNEX A	–	Commitment Amounts
	 	 	 
	EXHIBIT A	–	Form of Instrument of Assumption and Joinder
	EXHIBIT B	–	Form of Assignment and Acceptance
	EXHIBIT C	–	Form of Loan Request
	EXHIBIT D 	–	Form of Spare Parts Security Agreement
	EXHIBIT E	–	Form of Aircraft and Spare Engine Mortgage
	EXHIBIT F	–	Form of Slot and Gate Security Agreement
	EXHIBIT G	–	Form of Flight Simulator Security Agreement
	EXHIBIT H	–	Form of ESG Certificate
	 	 	 
	SCHEDULE 3.06	–	Subsidiaries


 


 


 


 


 






    	 	 v	 



     


    

 


SECOND AMENDED AND RESTATED CREDIT AND GUARANTY
AGREEMENT, dated as of October 21, 2022, among JETBLUE AIRWAYS CORPORATION, a Delaware corporation (“the “Borrower”),
the direct and indirect Domestic Subsidiaries of the Borrower from time to time party hereto, each of the several banks and other financial
institutions or entities from time to time party hereto (the “Lenders”), and CITIBANK, N.A. (“Citibank”),
as administrative agent for the Lenders (together with its permitted successors in such capacity, the “Administrative Agent”)
and BNP Paribas, as sustainability structuring agent (together with its successors and permitted assigns in such capacity, the “Sustainability
Structuring Agent”).


INTRODUCTORY STATEMENT


The Borrower, the various lenders party thereto
(the “Existing Lenders”) and the Administrative Agent are parties to the Amended and Restated Credit Agreement, dated
as of April 6, 2017 (as may have been further amended, supplemented and otherwise modified from time to time prior to the Second Restatement
Date, the “Existing Credit Agreement”).


Each of the Existing Lenders and each other
lender party hereto shall become or continue as a “Lender” under the Existing Credit Facility as amended and restated by this
Agreement.


The Borrower has applied to the Lenders for
a revolving credit and revolving letter of credit facility in an aggregate principal amount not to exceed $600,000,000 as set forth herein.


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


To provide guarantees and security for the repayment
of the Loans, the reimbursement of any draft drawn under a Letter of Credit and the payment of the other obligations of the Borrower and
the Guarantors hereunder and under the other Loan Documents, the Borrower and the Guarantors will, among other things, provide to the
Administrative Agent and the Lenders the following (each as more fully described herein):


(a)       a
guaranty from each Guarantor of the due and punctual payment and performance of the Obligations of the Borrower pursuant to Section 9
hereof; and


(b)       a
security interest in or mortgages (or comparable Liens) with respect to the Collateral from the Borrower and each other Guarantor (if
any) pursuant to the Collateral Documents.


Accordingly, the parties hereto hereby agree
as follows:


SECTION 1.



DEFINITIONS


Section 1.01.Defined Terms.


“ABR” means, for any day, a
rate per annum equal to the highest of (a) the Prime Rate in effect on such day, (b) the sum of the Federal Funds Rate in effect
on such day plus 0.50% and (c) the sum of Term SOFR for a one-month tenor in effect on such day plus 1.00%.
Any change in the ABR due to a change in the Prime Rate, the Federal Funds Rate or Term SOFR shall be effective from and including the
effective date of such change in the Prime Rate, the Federal Funds Rate or Term SOFR, respectively.


 






    	 	 	 



     


    

 


“ABR Borrowing” means, as to
any Borrowing, the ABR Loans comprising such Borrowing.


“ABR Loan” means a Loan that
bears interest based on the ABR.


“ABR Term SOFR Determination Day”
has the meaning specified in the definition of “Term SOFR”.


“Account” shall mean all “accounts”
as defined in the UCC, and all rights to payment for interest (other than with respect to debt and credit card receivables).


“Account Control Agreements”
shall mean each three-party security and control agreement entered into by any Grantor, the Administrative Agent and a financial institution
which maintains one or more deposit accounts or securities accounts that have been pledged to the Administrative Agent as Collateral hereunder
or under any other Loan Document, in each case giving the Administrative Agent exclusive control over the applicable account and in form
and substance reasonably satisfactory to the Administrative Agent and as the same may be amended, restated, modified, supplemented, extended
or amended and restated from time to time.


“Account Debtor” shall mean
the Person obligated on an Account.


“Additional Collateral” shall
mean (a) cash that is denominated in Dollars and Cash Equivalents pledged to the Administrative Agent (and subject to an Account Control
Agreement), (b) any Eligible Aircraft, Eligible Engines and Eligible Spare Parts of the Borrower or any Grantor, (c) Slots of the Borrower
or any Grantor at any Eligible Airport (which shall include any Gate Leaseholds necessary for servicing the scheduled air carrier service
utilizing such Slots) and (d) Flight Simulators, and all of which assets shall (i) (other than Additional Collateral of the type described
in clause (a) above and new spare Engines subject to proviso (iii) in the first sentence of Section 5.07) be valued by a new Appraisal
at the time the Borrower designates such assets as Additional Collateral and (ii) as of any date of addition of such assets as Collateral,
be subject, to the extent purported to be created by the applicable Collateral Document, to a perfected first priority Lien and/or mortgage
(or comparable Lien), in favor of the Administrative Agent and otherwise subject only to Permitted Liens (excluding those referred to
in clauses (5) and (11) of the definition of “Permitted Lien” and, until the time such assets actually become subject to such
Lien on such date, clause (2) of the definition of “Permitted Liens”).


 






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


“Administrator” shall have
the meaning given it 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.


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


“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.


“Aircraft” means any contrivance
invented, used, or designed to navigate, or fly in, the air.


“Aircraft and Spare Engine Mortgage”
means (i) the Mortgage and Security Agreement dated as of May 29, 2020, entered into by the Borrower and the Administrative Agent, as
ratified on the date hereof and as the same may be amended, restated, modified, supplemented, extended or amended and restated from time
to time or (ii) any other security agreement, entered into by another Grantor and the Administrative Agent, to pledge Eligible Aircraft
and/or Eligible Engines as Collateral, in substantially the form of Exhibit E (or in such other form as may be reasonably acceptable to
the Administrative Agent and the Borrower).


“Aircraft Appraiser” shall
mean (i) MBA, (ii) IBA, or (iii) any other independent appraisal firm appointed by the Borrower and reasonably satisfactory to the Administrative
Agent acting at the direction of the Required Lenders.






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“Aircraft Protocol” means 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, as in effect in the United States.


“Airline Merger” means the
date on which Sundown Acquisition Corp. (the “Merger Sub”) is merged with and into Spirit pursuant to the Agreement and Plan
of Merger, dated as of July 28, 2022, among the Borrower, the Merger Sub and Spirit.


“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.


“Anti-Corruption Laws” means
all laws, rules and regulations of the United States applicable to the Borrower or its Subsidiaries from time to time intended to prevent
or restrict bribery or corruption.


“Appliance” shall mean any
instrument, equipment, apparatus, part, appurtenance, or 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.


“Applicable Margin” shall mean
(a) for ABR Loans, 1.00% and (b) for SOFR Loans, 2.00%. Commencing on the first Sustainability Adjustment Date, the Applicable Margin
shall be increased or decreased by the Sustainability Adjustment as in effect from time to time.


“Appraisal” means any appraisal,
dated the date of delivery thereof, prepared by (A) in the case of Aircraft or Engines, an Aircraft Appraiser, (B) in the case of
Slots, MBA or another independent appraisal firm appointed by the Borrower and reasonably satisfactory to the Administrative Agent (acting
at the direction of the Required Lenders) and (C) in the case of Spare Parts or Flight Simulators, ICF (or, in the case of the Other
Spare Parts, MBA) or another independent appraisal firm appointed by the Borrower and reasonably satisfactory to the Administrative Agent
(acting at the direction of the Required Lenders), which certifies, at the time of determination, in reasonable detail the Appraised Value
of Collateral and (v) in the case of Flight Simulators, is a “desk-top” appraisal of the fair market value of such Flight
Simulators, (w) in the case of Aircraft or Engines, is a “desk-top” appraisal of the maintenance adjusted market values,
except that any such Aircraft or Engine that is Non-Core Fleet Equipment shall have an assumed value of zero, (x) in the case of
FAA Slots or Gate Leaseholds, whose methodology and form of presentation are consistent in all material respects with the methodology
and form of presentation of the Base Slots Appraisal, (y) in the case of Spare Parts, is a “desk-top” appraisal of the fair
market value of such Spare Parts, except that any Spare Parts that are Non-Core Spare Parts shall have an assumed value of zero, and (z) in
the case of any Collateral, which is addressed to the Administrative Agent and otherwise in form and substance reasonably satisfactory
to the Administrative Agent (acting at the direction of the Required Lenders).


 






    	 	 4	 



     


    

 


“Appraised Value” shall mean,
as of any date of determination, with respect to any Collateral (other than cash and Cash Equivalents pledged as Collateral), the aggregate
fair market value of such Collateral as reflected in the most recent Appraisal or Appraisals, as the case may be, delivered to the Administrative
Agent in respect of such Collateral in accordance with this Agreement as of that date (for the avoidance of doubt, except in the case
of Pledged Spare Parts, calculated after giving effect to any additions to or eliminations from the Collateral since the date of delivery
of such Appraisal); provided that:


(i) in the case of any Aircraft or Engines,
such Appraisals shall, at the Borrower’s expense, be prepared by two Aircraft Appraisers and the Appraised Value of the applicable
Aircraft or Engine shall be the average of such two Appraisals;


(ii) if any Slots at an airport have been
added to or eliminated from the Collateral since the most recent Appraisal of the Pledged Slots at such airport and such Appraisal assigned
differing Appraised Values to Pledged Slots at such airport based on criteria set forth therein, such added or eliminated Slots at such
airport shall be assigned an Appraised Value in accordance with such criteria set forth in such Appraisal for purposes of determining
the Appraised Value of all remaining Pledged Slots; and


(iii) if
any new spare Engine added to the Collateral within 90 days after delivery from the manufacturer to Borrower is an Existing Engine Type,
the initial Appraised Value for such new spare Engine shall be the higher of (x) the highest Appraised Value for any pledged spare Engines
then included in the Collateral of such Existing Engine Type, determined using the most recent Appraisals delivered to the Administrative
Agent in respect of the applicable pledged spare Engine, or (y) if the Borrower elects to provide new Appraisals with respect to any new
spare Engine being added to the Collateral, the Appraised Value given to such new spare Engine in such new Appraisals, in each case at
the Borrower’s election.


“Approved Fund” shall have
the meaning given such term in Section 10.02(b).


“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.


 






    	 	 5	 



     


    

 


“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.


“Available
Tenor” means, as of any date of determination and with respect to the then-current Benchmark, as applicable, (x) if such Benchmark
is a term rate, any tenor for such Benchmark (or component thereof) that is or may be used
for determining the length of an interest period pursuant to this Agreement or (y) otherwise, any payment period for interest calculated
with reference to such Benchmark (or component thereof) that is or may be used for determining any frequency of making payments of interest
calculated with reference to such Benchmark pursuant to this Agreement, in each case, 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 2.29(d).


“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).


“Banking Product Obligations”
means, 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, netting services and automated clearing house transfers of funds services, including obligations
for the payment of fees, interest, charges, expenses, attorneys’ fees and disbursements in connection therewith.


“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.


 






    	 	 6	 



     


    

 


“Bankruptcy Law” means the
Bankruptcy Code or any similar federal or state law for the relief of debtors.


“Base Slots Appraisal” shall
mean the Appraisal of MBA delivered to the Administrative Agent on February 20, 2020 in respect of the Borrower’s Slots.


“Benchmark” means, initially,
the Term SOFR Reference Rate; provided that if a Benchmark Transition Event has occurred with respect to the Term SOFR Reference Rate
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 Section 2.29(a).


“Benchmark Replacement” means,
with respect to any Benchmark Transition Event, the sum of: (a) the alternate benchmark rate that has been selected by the Administrative
Agent and the Borrower 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 to the then-current Benchmark for Dollar-denominated syndicated credit facilities at such time and (b)
the related Benchmark Replacement Adjustment; provided that, if such Benchmark Replacement as so determined would be less than
the Floor, such Benchmark Replacement will be deemed to be the Floor 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, 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 giving due consideration to (a) 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 or (b) 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.






    	 	 7	 



     


    

 





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


(a)       In
the case of clause (a) or (b) of the definition of “Benchmark Transition Event,” the later of (i) the date of the public statement
or publication of information referenced therein and (ii) 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); or


(b)       In
the case of clause (c) of the definition of “Benchmark Transition Event,” the first date on which all Available Tenors of
such Benchmark (or the published component used in the calculation thereof) have been determined and announced by the regulatory supervisor
for the administrator of such Benchmark (or such component thereof) to be non-representative; provided that such non-representativeness
will be determined by reference to the most recent statement or publication referenced in such clause (c) and even if any Available Tenor
of such Benchmark (or such component thereof) continues to be provided on such date.


 


For the avoidance of doubt, the “Benchmark Replacement
Date” will be deemed to have occurred in the case of clause (a) or (b) 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 the occurrence of one or more of the following events with respect to the then-current Benchmark:


(a)       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);


(b)       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 Federal Reserve Bank of New York, 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), 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


 






    	 	 8	 



     


    

 


(c)       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 not,
or as of a specified future date will not 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 Transition Start Date”
means, in the case of a Benchmark Transition Event, the earlier of (a) the applicable Benchmark Replacement Date and (b) if such Benchmark
Transition Event is a public statement or publication of information of a prospective event, the 90th day prior to the expected
date of such event as of such public statement or publication of information (or if the expected date of such prospective event is fewer
than 90 days after such statement or publication, the date of such statement or publication).


 


“Benchmark Unavailability Period”
means the period (if any) (a) beginning at the time that a Benchmark Replacement Date has occurred if, at such time, no Benchmark Replacement
has replaced the then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 2.29 and (b)
ending at the time that a Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Loan
Document in accordance with Section 2.29.


“Beneficial Owner” has the
meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial ownership
of any particular “person” (as that term is used in Section 13(d)(3) of the Exchange Act), such “person” will
be deemed to have beneficial ownership of all securities that such “person” has the right to acquire by conversion or exercise
of other securities, whether such right is currently exercisable or is exercisable only after the passage of time. The terms “Beneficially
Owns” and “Beneficially Owned” have a corresponding meaning.


“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.


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


“Board of Directors” means:


 






    	 	 9	 



     


    

 


(1)       with
respect to a corporation, the board of directors of the corporation or any committee thereof duly authorized to act on behalf of such
board;


(2)       with
respect to a partnership, the Board of Directors of the general partner of the partnership;


(3)       with
respect to a limited liability company, the managing member or members, manager or managers or any controlling committee of managing members
or managers thereof; and


(4)       with
respect to any other Person, the board or committee of such Person serving a similar function.


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


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


“Borrowing Base” shall mean,
as of any date of determination, the sum of:


(a) 62.5% of the aggregate Appraised Value of
the Pledged Slots and Pledged Gate Leaseholds, plus


(b) 60.0% of the aggregate Appraised Value of
the Flight Simulators included in the Collateral at such time (provided that the Appraised Value of Flight Simulators included in the
Borrowing Base shall not exceed 15% of the aggregate Appraised Value of all Collateral), plus


(c) 75% of the aggregate Appraised Value of the
Pledged Engines, plus


(d) 75% of the aggregate Appraised Value of the
Pledged Aircraft, plus


(e) 75% of the aggregate Appraised Value of the
Pledged Spare Parts; provided that, if, upon the conclusion of the applicable Spare Parts Pledge Period the Other Spare Parts are
not pledged as Collateral in accordance with this Agreement and the other Loans Documents, the Appraised Value of all Pledged Spare Parts
hereunder shall be reduced to zero solely for purposes of calculating the Borrowing Base until such time as such Other Spare Parts are
included in the Collateral, plus


 






    	 	 10	 



     


    

 


(f) the sum of (i) 100% of the amount of cash
and Cash Equivalents of the type described in clause (1) of the definition thereof pledged at such time as Collateral and (ii) 62.5% of
the amount of Cash Equivalents of the type described in clauses (2) through (11) of the definition thereof pledged at such time as Collateral
(excluding any cash used to Cash Collateralize LC Exposure pursuant to Section 2.02(j));


determined (i) in the case of clauses (a)-(e)
above, using the most recent Appraisals delivered to the Administrative Agent in respect of the applicable Collateral and (ii) in each
case, excluding the Appraised Value of any Collateral that is not Eligible Collateral.


“Business Day” shall mean any
day other than a Saturday, Sunday or other day on which commercial banks 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 closed); provided,
however, that when used in connection with the borrowing or repayment of a SOFR Loan, the term “Business Day” shall
mean any 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, as in effect in the United
States.


“Cape Town Treaty” shall mean,
collectively, (a) the Cape Town Convention, (b) the Aircraft Protocol, and (c) all rules and regulations (including but not limited
to the Regulations and Procedures for the International Registry) adopted pursuant thereto and all amendments, supplements and revisions
thereto.


“Capital Lease Obligation”
means, at the time any determination is to be made, the amount of the liability in respect of a capital lease that would at that time
be required to be capitalized and reflected as a liability on a balance sheet prepared in accordance with GAAP, and the Stated Maturity
thereof shall be the date of the last payment of rent or any other amount due under such lease prior to the first date upon which such
lease may be prepaid by the lessee without payment of a penalty.


“Capital Markets Offering”
means any offering of “securities” (as defined under the Securities Act) in (a) a public offering registered under the Securities
Act, or (b) an offering not required to be registered under the Securities Act (including, without limitation, a private placement under
Section 4(2) of the Securities Act, an exempt offering pursuant to Rule 144A and/or Regulation S of the Securities Act and an offering
of exempt securities).


“Capital Stock” means:


(1)       in
the case of a corporation, corporate stock;


 






    	 	 11	 



     


    

 


(2)       in
the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated)
of corporate stock;


(3)       in
the case of a partnership or limited liability company, partnership interests (whether general or limited) or membership interests; and


(4)       any
other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of
assets of, the issuing Person,


but excluding from all of the foregoing
any debt securities convertible into Capital Stock, whether or not such debt securities include any right of participation with Capital
Stock.


“Cash Collateralization” or
“Cash Collateralized” 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 United States (or by any
agency 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 and local government entities, in each case maturing within one year from the date of acquisition thereof, which
have a rating of at least A- (or the equivalent thereof) from S&P or A3 (or the equivalent thereof) from Moody’s;


(3)       obligations
of domestic or foreign companies and their subsidiaries (including, without limitation, agencies, sponsored enterprises or instrumentalities
chartered by an Act of Congress, which are not backed by the full faith and credit of the United States), including, without limitation,
bills, notes, bonds, debentures, and mortgage-backed securities, in each case maturing within one year from the date of acquisition thereof;


(4)       Investments
in 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;


 






    	 	 12	 



     


    

 


(5)       Investments
in certificates of deposit (including Investments made through an intermediary, such as the certificated deposit account registry service),
banker’s acceptances, time deposits, eurodollar time deposits and 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 that has a combined
capital and surplus and undivided profits of not less than $250.0 million;


(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 registered under the Investment Company Act of 1940, as amended, or in pooled accounts or funds offered
through mutual funds, investment advisors, banks and brokerage houses which invest its assets in obligations of the type described in
clauses (1) through (6) above. This could include, but not be limited to, money market funds or short-term and intermediate bonds funds;


(8)       money
market funds that (A) comply with the criteria set forth in SEC Rule 2a-7 under the Investment Company Act of 1940, as amended, (B) are
rated AAA (or the equivalent thereof) by S&P and Aaa (or the equivalent thereof) by Moody’s and (C) have portfolio assets of
at least $5.0 billion;


(9)       deposits
available for withdrawal on demand with commercial banks organized in the United States having capital and surplus in excess of $100.0
million;


(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 Second Restatement Effective Date, (a) the adoption of any law, rule or regulation after the Second Restatement Effective Date
(including any request, rule, regulation, guideline, requirement or directive 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) or (b) 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 through which Loans and/or Letters of Credit are issued or maintained 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 Second Restatement Effective Date.


 






    	 	 13	 



     


    

 


“Change of Control” means the
occurrence of any of the following:


(1)       the
sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions,
of all or substantially all of the properties or assets of the Borrower and its Subsidiaries taken as a whole to any Person (including
any “person” (as that term is used in Section 13(d)(3) of the Exchange Act)); or


(2)       the
consummation of any transaction (including, without limitation, any merger or consolidation), the result of which is that any Person (including
any “person” (as defined above)) becomes the Beneficial Owner, directly or indirectly, of more than 50% of the Voting Stock
of the Borrower (measured by voting power rather than number of shares), other than (A) any such transaction where the Voting Stock of
the Borrower (measured by voting power rather than number of shares) outstanding immediately prior to such transaction constitutes or
is converted into or exchanged for a majority of the outstanding shares of the Voting Stock of such Beneficial Owner (measured by voting
power rather than number of shares), or (B) any merger or consolidation of the Borrower with or into any Person (including any “person”
(as defined above)) which owns or operates (directly or indirectly through a contractual arrangement) a Permitted Business (a “Permitted
Person”) or a Subsidiary of a Permitted Person, in each case, if immediately after such transaction no Person (including any “person”
(as defined above)) is the Beneficial Owner, directly or indirectly, of more than 50% of the total Voting Stock of such Permitted Person
(measured by voting power rather than number of shares).


“Change of Control Offer” shall
have the meaning given such term in Section 2.12(g).


“Citibank” has the meaning
set forth in the first paragraph of this Agreement.


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


 






    	 	 14	 



     


    

 


“Collateral” means (i) the
assets and properties of the Grantors upon which Liens have been granted to the Administrative Agent to secure the Obligations, including
without limitation any Additional Collateral and all of the “Collateral” as defined in the Collateral Documents, but excluding
all such assets and properties released from such Liens pursuant to the applicable Collateral Document, and (ii) each of the Letter of
Credit Account and the Collateral Proceeds Account, together with all amounts on deposit therein and all proceeds thereof.


“Collateral Coverage Ratio”
shall mean, as of any date, the ratio of (i) the Borrowing Base of the Eligible Collateral as of such date to (ii) the sum, without duplication,
of (x) 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 (y) the aggregate amount of all Designated Hedging Obligations that constitute “Obligations” then
outstanding (such sum, the “Total Obligations”).


“Collateral Documents” shall
mean, collectively, each Slot and Gate Security Agreement (if executed and delivered by the Borrower or another Grantor hereunder), each
Aircraft and Spare Engine Mortgage, each Spare Parts Security Agreement, the Flight Simulator Security Agreement, each Account Control
Agreement (if executed and delivered by the Borrower hereunder) and other agreements, instruments or documents that create or purport
to create a Lien in favor of the Administrative Agent for the benefit of the Secured Parties, in each case so long as such agreement,
instrument or document shall not have been terminated in accordance with its terms.


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


“Collateral Proceeds Account”
shall mean a segregated account or accounts held by or under the control of the Administrative Agent into which the Net Proceeds of any
Collateral Sale or Recovery Event may be deposited in accordance with the provisions of this Agreement.


“Collateral Sale” shall mean
any sale of Collateral or series of related sales of Collateral having an Appraised Value in excess of $25,000,000.


“Commitment” shall mean, as
to any Revolving Lender or Issuing Lender at any time, the Revolving Commitment of such Revolving Lender or Issuing Lender, as the case
may be, at such time.


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


“Commitment Fee Rate” shall
mean 0.35% per annum. Commencing on the first Sustainability Adjustment Date, the Commitment Fee Rate shall be increased or decreased
by the Sustainability Adjustment as in effect from time to time.


 






    	 	 15	 



     


    

 


“Commodity Exchange Act” means
the Commodity Exchange Act (7 U.S.C. §1 et seq.), as amended from time to time, and any successor statute.


“Conforming Changes” means,
with respect to either the use or administration of Term SOFR or the use, administration, adoption or implementation of any Benchmark
Replacement, any technical, administrative or operational changes (including changes to the definition of “ABR,” the definition
of “Business Day,” the definition of “U.S. Government Securities Business Day,” the definition of “Interest
Period” or any similar or analogous definition (or the addition of a concept of “interest period”), timing and frequency
of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices,
the applicability and length of lookback periods, the applicability of Section 2.15 and other technical, administrative or operational
matters) that the Administrative Agent and the Borrower decide may be appropriate to reflect the adoption and implementation of any such
rate or to permit the use and 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 that no market practice for the administration of any such rate exists, in such other manner of administration
as the Administrative Agent decides is reasonably necessary in connection with the administration of this Agreement and the other Loan
Documents.


“Core Fleet Equipment” shall
mean any Aircraft or Engine that, as of any date of determination, is then part of the Borrower’s (or any of its Subsidiary’s)
fleet for operation or regular service and is not (i) then Stored, (ii) otherwise parked for more than 90 consecutive days of the such
date, in each case except for maintenance, inspection or seasonal non-usage, (iii) of a type or model that has been designated by the
Borrower as non-core to its fleet pursuant to Section 5.01(f) or (iv) then held out of operation and regular service for sale or other
disposition.


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


 






    	 	 16	 



     


    

 


“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.


“Defaulting Lender” shall mean,
at any time, any Revolving Lender that (a) has failed, within two (2) 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 or (y) any other amount required to be paid by it hereunder to the Administrative
Agent or any other Lender (or its banking Affiliates), unless, in the case of clause (x) above, such Lender notifies the Administrative
Agent and the Borrower 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 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 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 Loans 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 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 Bail-In Action; provided that a Revolving Lender shall not be
a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Revolving Lender or any direct or
indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Revolving
Lender 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 Revolving Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts
or agreements made with such Revolving Lender. If the Administrative Agent determines that a Revolving Lender is a Defaulting Lender under
any of clauses (a) through (d) above, such Revolving Lender will be deemed to be a Defaulting Lender upon notification of such determination
by the Administrative Agent to the Borrower, and the Revolving Lenders.


“Designated Banking Product Agreement”
means any agreement evidencing Designated Banking Product Obligations entered into by the Borrower 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 and
the Borrower, by written notice to the Administrative Agent, as a “Designated Banking Product Agreement”; provided
that, so long as any Revolving Lender is a Defaulting Lender, such Revolving Lender shall not have any rights hereunder with respect to
any Designated Banking Product Agreement entered into while such Revolving Lender was a Defaulting Lender.


 






    	 	 17	 



     


    

 


“Designated Banking Product Obligations”
means any Banking Product Obligations, in each case as designated by any Lender (or a banking Affiliate thereof) and the Borrower from
time to time and agreed to by the Administrative Agent as constituting “Designated Banking Product Obligations,” which notice
shall include (i) a copy of an agreement providing an agreed-upon maximum amount of Designated Banking Product Obligations that can be
included as Obligations, and (ii) the acknowledgment of such Lender (or such banking Affiliate) that its security interest in the Collateral
securing such Designated Banking Product Obligations shall be subject to the Loan Documents.


“Designated Hedging Agreement”
means any Hedging Agreement entered into by the Borrower and any Person that, at the time such Person entered into such Hedging Agreement,
was a Lender or an Affiliate of a Lender, 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 shall not exceed 10% of the original Total
Revolving Commitment in effect on the Second Restatement Effective Date in the aggregate; provided, further, that so long as any
Revolving Lender is a Defaulting Lender, such Revolving Lender shall not have any rights hereunder with respect to any Designated Hedging
Agreement entered into while such Revolving Lender was a Defaulting Lender.


“Designated Hedging Obligations”
means, 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) under such Designated Hedging Agreement.


 






    	 	 18	 



     


    

 


“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.


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


“Domestic Subsidiary” shall
mean any Subsidiary of the Borrower that was formed under the laws of the United States or any state of the United States or the District
of Columbia or that guarantees, or pledges any property or assets to secure, any Obligations or Junior Secured Debt.


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


“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 Account” shall mean
any Account owned by the Borrower or another Grantor meeting the criteria and eligibility standards which are agreed upon by the Borrower
and the Administrative Agent at the time of the initial pledge of Accounts to the Administrative Agent pursuant to the applicable Collateral
Document.


“Eligible Aircraft” shall mean
Airbus model A319, A220, A320 or A321 family aircraft or Embraer model E190 family aircraft, in each case that (i) is owned by the Borrower
or any other applicable Grantor, (ii) constitutes Core Fleet Equipment and (iii) is eligible for the benefits of Section 1110.


“Eligible Airport” means John
F. Kennedy International Airport, LaGuardia Airport, Ronald Reagan Washington National Airport or any other airport located in the United
States reasonably acceptable to the Administrative Agent.


 






    	 	 19	 



     


    

 


“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, provided
that such Affiliate has total assets in excess of $200,000,000, (d) an Approved Fund of any Lender, provided that such Approved
Fund has total assets in excess of $200,000,000, and (e) any other financial institution reasonably satisfactory to the Administrative
Agent, provided that such financial institution has total assets in excess of $200,000,000; provided, further, that
so long as no Event of Default has occurred and is continuing, no (i) airline, commercial air freight carrier, air freight forwarder or
entity engaged in the business of parcel transport by air or (ii) Affiliate of any Person described in clause (i) above (other than any
Affiliate of such Person as a result of common control by a Governmental Authority or instrumentality thereof, any Affiliate of such Person
who becomes a Lender with the consent of the Borrower in accordance with Section 10.02(b), and any Affiliate of such Person under common
control with such Person which Affiliate is not actively involved in the management and/or operations of such Person), shall constitute
an Eligible Assignee; provided; further, that none of the Borrower, any Guarantor or any Affiliate of the Borrower or any
Guarantor shall constitute an Eligible Assignee.


“Eligible Collateral” shall
mean, on any date of determination, all Collateral on which the Administrative Agent shall, as of such date, have, to the extent purported
to be created by the applicable Collateral Document, a valid and perfected first priority Lien and/or mortgage (or comparable Lien) and
which is otherwise subject only to Permitted Liens; provided, with respect to any Collateral having an aggregate Appraised Value
of 10% or more (determined on the date such Collateral was added as Collateral) of the sum of the aggregate Appraised Value of all Eligible
Collateral plus Pledged Cash and Cash Equivalents on which the Administrative Agent shall have been granted a valid and perfected first
priority Lien and/or mortgage (or comparable Lien) subject only to Permitted Liens in any individual transaction or series of substantially
simultaneous transactions, at any time when the Administrative Agent shall not have received Appraisals, pursuant to Section 5.07 or otherwise
pursuant to this Agreement, with respect to substantially all of the existing Eligible Collateral within the 180-day period preceding
the date on which such Collateral is pledged (a “180-day Period”), such Collateral shall not, solely for purposes of
satisfying the conditions set forth in Section 6.09(c) in connection with any release of Collateral requested by the Borrower pursuant
to Section 6.09(c), constitute Eligible Collateral until the earlier of (x) the date on which the Administrative Agent shall have held
such Lien and/or mortgage (or comparable Lien) for at least ninety (90) continuous days from the grant or perfection thereof prior to
its constituting Eligible Collateral or (y) the date on which the Administrative Agent shall have received Appraisals (including, for
purposes of this clause (y), all Appraisals received during such 180-Day Period), as applicable, pursuant to Section 5.07 or otherwise
pursuant to this Agreement, with respect to substantially all of the other Collateral.


 






    	 	 20	 



     


    

 


“Eligible Engine” shall mean
any Engine suitable for installation on an Eligible Aircraft or any other Engine reasonably acceptable to the Administrative Agent, in
each case that is owned by the Borrower or any other applicable Grantor, and that (i) is not subject to a sublease, loan or similar arrangement
(other than any Permitted Disposition), (ii) constitutes Core Fleet Equipment and (iii) is eligible for the benefits of Section 1110.


“Eligible Spare Parts” shall
mean any Spare Parts and Appliances, in each case that are owned by the Borrower or any other applicable Grantor and that are eligible
for the benefits of Section 1110.


“Engine” shall mean an engine
used, or intended to be used, to propel an Aircraft, including a part, appurtenance, and accessory of such Engine, except a Propeller.


“Environmental Laws” shall
mean all applicable laws (including common law), statutes, rules, regulations, codes, ordinances, orders, decrees, judgments, injunctions
or legally binding agreements issued, promulgated or entered into by or with any Governmental Authority, relating to the environment,
preservation or reclamation of natural resources, the handling, treatment, storage, disposal, Release or threatened Release of, or the
exposure of any Person (including employees) to, any Hazardous Materials.


“Environmental Liability” shall
mean any liability (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) 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
Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible
into, or exchangeable for, Capital Stock).


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


“Erroneous Payment” shall have
the meaning given such term in Section 8.11(a).


“Erroneous Payment Deficiency Assignment”
shall have the meaning given such term in Section 8.11(d).


 






    	 	 21	 



     


    

 


“Erroneous Payment Impacted Class”
shall have the meaning given such term in Section 8.11(d).


“Erroneous Payment Return Deficiency”
shall have the meaning given such term in Section 8.11(d).


“Erroneous Payment Subrogation Rights”
shall have the meaning given such term in Section 8.11(e).


“ESG Agency” means, Vigeo Eiris,
or another internationally recognized and independent provider of ESG ratings mutually agreed between the Borrower and the Sustainability
Structuring Agent in accordance with, and subject to the provisions of, the second proviso of the definition of “Sustainability
Adjustment”.


“ESG Certificate” means a certificate
substantially in the form of Exhibit H delivered by the Borrower to the Administrative Agent in accordance with Section 5.01(j).


“ESG Report” means any final
report issued by the ESG Agency to the Borrower from time to time that includes the ESG Score of the Borrower.


“ESG Report Date” means any
date following the Second Restatement Date on which a yearly ESG Report has been issued by the ESG Agency to the Borrower, which yearly
ESG report is expected to be released annually on or about July 1st (and in any event no later than August 1st) of each calendar year,
commencing with the first such date following the Second Restatement Date.


“ESG Score” means the environmental,
social and governance (“ESG”) score assigned to the Borrower from time to time by the ESG Agency as shown in the most
recent ESG Report issued to the Borrower.


“Escrow Accounts” shall mean
accounts of the Borrower or any Subsidiary, solely to the extent any such accounts hold funds set aside by the Borrower or any Subsidiary
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 pledged to or segregated for the benefit of, an identified beneficiary;
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.


 






    	 	 22	 



     


    

 


“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.


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


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


“Excluded Subsidiary” means
each Subsidiary of the Borrower that is a captive insurance company and is prohibited from becoming a Guarantor pursuant to applicable
rules and regulations.


“Excluded Swap Obligation”
means, with respect to any Guarantor, any Swap Obligation if, and to the extent that, all or a portion of the Guarantee of such Guarantor
of, or the grant by such Guarantor of a security interest to secure, such Swap Obligation (or any Guarantee thereof) is or becomes illegal
under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official
interpretation of any thereof) by virtue of such Guarantor’s failure for any reason to constitute an “eligible contract participant”
as defined in the Commodity Exchange Act and the regulations thereunder at the time the Guarantee of such Guarantor or the grant of such
security interest becomes effective with respect to such Swap Obligation. If a Swap Obligation arises under a master agreement governing
more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such
Guarantee or security interest is or becomes illegal.


“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 or any Guarantor hereunder or under any Loan Document, (a) any Taxes based on (or measured by)
its net income, profits or capital, or any franchise taxes, imposed (i) 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 (ii) as a result of a present or former connection between such recipient
and the jurisdiction imposing such Taxes (other than a connection arising 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, or sold or assigned an interest in this Agreement
or any Loan Document),






    	 	 23	 



     


    

 


(b) 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, (c) in the case of a Lender, any withholding Taxes imposed on amounts payable to or for the account
of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (i) such
Lender acquires such interest in the Loan or Commitment (other than pursuant to an assignment request by the Borrower under Section 2.18)
or (ii) such Lender changes its lending office, except in each case to the extent that, pursuant to Section 2.16(a), amounts with respect
to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender
immediately before it changed its lending office, (d) in the case of a Lender, any withholding Tax that is attributable to such Lender’s
failure to deliver the documentation described in Section 2.16(f) or 2.16(g) and (e) any U.S. withholding Tax that is imposed by reason
of FATCA.


“Existing Credit Agreement”
has the meaning set forth in the recitals to this Agreement.


“Existing Engine Type” shall
have the meaning given to such term in Section 5.07.


“Existing Lenders” has the
meaning set forth in the recitals to this Agreement.


“Existing Revolver” means the
Portfolio Loan Account Agreement and related Portfolio Loan Account Terms and Conditions, each dated on or about July 23, 2012, between
the Borrower and Morgan Stanley Bank, N.A.


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


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


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


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


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


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


“FAA Slots” 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.


 






    	 	 24	 



     


    

 


“Facility” or “Revolving
Facility” shall mean the Revolving Commitments and the Revolving Loans made and Letters of Credit issued thereunder.


“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 comparable
thereto and not materially more onerous to comply with, any current or future regulations or official interpretations thereof and any
agreements entered into pursuant to Section 1471(b)(1) of the Code, and any fiscal or regulatory legislation, rules or practices adopted
pursuant to any intergovernmental agreement, treaty or convention among Governmental Authorities and implementing such Sections of the
Code.


“Federal Funds Rate” shall
mean, for any day, the greater of (a) the rate calculated by the Federal Reserve Bank of New York based on such day’s Federal
funds transactions by depositary institutions (as determined in such manner as the Federal Reserve Bank of New York shall set forth on
its public website from time to time) and published on the next succeeding Business Day by the Federal Reserve Bank of New York as the
Federal funds effective rate and (b) 0%.


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


“Fees” shall collectively mean
the Commitment Fees, the Upfront Fees, Letter of Credit Fees and other fees referred to in Sections 2.19 and 2.20.


“Flight Simulator Security Agreement”
means (i) the Security Agreement, dated as of May 29, 2020, entered into by the Borrower and the Administrative Agent, as ratified on
the date hereof and as the same may be amended, restated, modified, supplemented, extended or amended and restated from time to time,
or (ii) any other security agreement, entered into by another Grantor and the Administrative Agent, to pledge Flight Simulators as Collateral,
in substantially the form as attached as Exhibit G (or in such other form as may be reasonably acceptable to the Administrative Agent
and the Borrower).


“Flight Simulators” shall mean
the flight simulators and flight training devices of the Borrower or any other applicable Grantor (including, without limitation, any
such simulators or training devices located on a Real Property Asset).


“Floor” means a rate of interest
equal to 0%.


 






    	 	 25	 



     


    

 


“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 Subsidiary” shall
mean any direct or indirect Subsidiary of the Borrower which is not a Domestic Subsidiary.


“GAAP” shall mean generally
accepted accounting principles in the United States of America, which are in effect from time to time, including those set forth in the
opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants, statements and
pronouncements of the Financial Accounting Standards Board, such other statements by such other entity as have been approved by a significant
segment of the accounting profession and the rules and regulations of the SEC governing the inclusion of financial statements in periodic
reports required to be filed pursuant to Section 13 of the Exchange Act, including opinions and pronouncements in staff accounting bulletins
and similar written statements from the accounting staff of the SEC.


“Gate Leasehold” means, at
any time, all of the right, title, privilege, interest and authority, now held or hereafter acquired, of the Borrower or a Guarantor in
connection with the right to use or occupy space in an airport terminal at any airport.


“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.


“Grantor” shall mean the Borrower
and any Guarantor that shall at any time pledge Collateral under a Collateral Document.


“Guarantee” means a guarantee
(other than (a) by endorsement of negotiable instruments for collection or (b) customary contractual indemnities, in each case in the
ordinary course of business), direct or indirect, in any manner including, without limitation, by way of a pledge of assets or through
letters of credit or reimbursement agreements in respect thereof, of all or any part of any Indebtedness (whether arising by virtue of
partnership arrangements, or by agreements to keep-well, to purchase assets, goods, securities or services, to take or pay or to maintain
financial statement conditions).


“Guaranteed Obligations” shall
have the meaning given such term in Section 9.01(a).


 






    	 	 26	 



     


    

 


“Guarantors” shall mean, collectively,
each Domestic Subsidiary of the Borrower that becomes pursuant to Section 5.12, a party to the Guarantee contained in Section 9. As of
the Second Restatement Effective Date, there are no Guarantors.


“Guaranty Obligations” shall
have the meaning given such term in Section 9.01(a).


“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, radon gas, infectious or medical wastes
and all other substances or wastes of any nature that are regulated pursuant to, or could reasonably be expected to give rise to liability
under any Environmental Law.


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


“Hedging Obligations” means,
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 agreements or arrangements designed
to manage interest rates or interest rate risk; and


(3) other agreements or arrangements designed
to protect such Person against fluctuations in currency exchange rates, fuel prices or other commodity prices, but excluding (x) clauses
in purchase agreements and maintenance agreements pertaining to future prices and (y) fuel purchase agreements and fuel sales that are
for physical delivery of the relevant commodity.


“IATA” means the International
Air Transport Association and any successor thereto.


“IBA” means International Bureau
of Aviation (IBA Group).


“ICF” shall mean ICF International,
Inc.


“Immaterial Subsidiary” shall
mean any Subsidiary of the Borrower for which (a) the assets of such Subsidiary constitute no more than 7.0% of the total assets of the
Borrower and its Subsidiaries on a consolidated basis (determined as of the last day of the most recent fiscal quarter of the Borrower
for which financial statements are available to the Administrative Agent pursuant to Section 5.01) and (b) the revenues of such Subsidiary
account for no more than 7.0% of the total revenues of the Borrower and its Subsidiaries on a consolidated basis for the twelve-month
period ending on the last day of the most recent fiscal quarter of the Borrower for which financial statements are available to the Administrative
Agent pursuant to Section 5.01;






    	 	 27	 



     


    

 


provided that the total assets of all Immaterial Subsidiaries shall not exceed, in the aggregate,
(x) 12.0% of the total assets of the Borrower and its Subsidiaries on a consolidated basis (determined as of the last day of the most
recent fiscal quarter of the Borrower for which financial statements are available to the Administrative Agent pursuant to Section 5.01)
or (y) 12.0% of the total revenues of the Borrower and its Subsidiaries on a consolidated basis for the twelve-month period ending on
the last day of the most recent fiscal quarter of the Borrower for which financial statements are available to the Administrative Agent
pursuant to Section 5.01; provided, further that (i) a Subsidiary will not be considered to be an Immaterial Subsidiary
if it (1) directly or indirectly guarantees, or pledges any property or assets to secure, any Obligations or Junior Secured Debt
or (2) owns any properties or assets that constitute Collateral and (ii) if one or more Subsidiaries of the Borrower becomes an Immaterial
Subsidiary by operation of the preceding proviso, the Borrower shall be entitled from time to time, in its sole discretion, to designate
in writing to the Administrative Agent one or more Subsidiaries of the Borrower as Subsidiaries that shall constitute “Material
Subsidiaries” (and cease to be Immaterial Subsidiaries), so long as, after giving effect to such designation(s), all remaining Immaterial
Subsidiaries meet the requirements of the preceding proviso and the Borrower has complied with the requirements of Section 5.12.


“Increase Effective Date” shall
have the meaning given such term in Section 2.27(a).


“Increase Joinder” shall have
the meaning given such term in Section 2.27(c).


“Indebtedness” means, with
respect to any specified Person, any indebtedness of such Person (excluding accrued expenses and trade payables), whether or not contingent:


(1)       in
respect of borrowed money;


(2)       evidenced
by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof);


(3)       in
respect of banker’s acceptances;


(4)       representing
Capital Lease Obligations;


(5)       representing
the balance deferred and unpaid of the purchase price of any property or services due more than six months after such property is acquired
or such services are completed, but excluding in any event trade payables arising in the ordinary course of business; or


 






    	 	 28	 



     


    

 


(6)       representing
any Hedging Obligations,


if and to the extent any of the preceding items
(other than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet of the specified Person prepared
in accordance with GAAP. In addition, the term “Indebtedness” includes all Indebtedness of others secured by a Lien on any
asset of the specified Person (whether or not such Indebtedness is assumed by the specified Person) and, to the extent not otherwise included,
the Guarantee by the specified Person of any Indebtedness of any other Person. Indebtedness shall be calculated without giving effect
to the effects of Financial Accounting Standards Board Accounting Standards Codification 815 – Derivatives and Hedging and related
interpretations to the extent such effects would otherwise increase or decrease an amount of Indebtedness for any purpose under this Agreement
as a result of accounting for any embedded derivatives created by the terms of such Indebtedness.


For the avoidance of doubt, Banking Product Obligations
do not constitute Indebtedness.


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


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


“Intercreditor Agreement” shall
have the meaning given such term in Section 10.17.


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


“Interest Payment Date” shall
mean (a) as to any SOFR Loan having an Interest Period of one or three months, the last day of such Interest Period, (b) as to any SOFR
Loan having an Interest Period of more than three months, each day that is three 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 Loans, the last Business Day of each
March, June, September and December.


“Interest Period” shall mean,
as to any Borrowing of SOFR Loans, the period commencing on the date of such Borrowing (including as a result of a conversion from ABR
Loans) or on the last day of the preceding Interest Period applicable to such Borrowing and ending on (but excluding) the numerically
corresponding day (or if there is no corresponding day, the last day) in the calendar month that is one, three or six months (or, if available
to all applicable Lenders and agreed to by all Lenders, twelve 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.


 






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


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


“Investments” means, with respect
to any Person, all direct or indirect investments made by such Person in other Persons (including Affiliates) in the forms of loans (including
Guarantees or other obligations), advances (but excluding advance payments and deposits for goods and services in the ordinary course
of business) or capital contributions (excluding commission, travel and similar advances to officers, employees and consultants made in
the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities
of other Persons, together with all items that are or would be classified as investments on a balance sheet prepared in accordance with
GAAP.


“Issuing Lender” shall mean,
in respect of any Letter of Credit, any Lender agreeing to act in the capacity as issuer of such Letter of Credit hereunder, which Lender
shall be reasonably satisfactory to the Borrower and the Administrative Agent. 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, which
Affiliate shall agree in writing reasonably acceptable to the Borrower to be bound by the provisions of the Loan Documents applicable
to an Issuing Lender, in which case the term “Issuing Lender” shall include any such Affiliate with respect to Letters of
Credit issued by such Affiliate.


“JetBlue” means JetBlue Airways
Corporation, a Delaware corporation.


“Junior Lien Cap” means, as
of any date of determination, the aggregate amount of Junior Secured Debt that may be incurred by the Borrower and any Guarantor such
that, after giving pro forma effect to such incurrence and the application of the net proceeds therefrom the Total Collateral Coverage
Ratio shall be no less than 1.0 to 1.0.


“Junior Secured Debt” shall
mean Indebtedness that is secured by a Lien on Collateral that is junior to the Liens securing the Obligations and permitted to be secured
by a Lien on Collateral under Section 6.06.


“Junior Secured Debt Documents”
shall mean each indenture, credit agreement and other agreements, instruments and notes evidencing Junior Secured Debt, and each other
agreement executed in connection therewith, as each may be amended, restated, supplemented or otherwise modified from time to time in
accordance with the terms hereof.


 






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“LC Commitment” shall mean,
with respect to any Issuing Lender, an amount equal to the Revolving Commitment of such Issuing Lender from time to time.


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


“LC Exposure” shall mean, at
any time, with respect to any Revolving Lender that is an Issuing Lender, the sum of (i) the aggregate maximum undrawn amount of all outstanding
Letters of Credit issued by it at such time plus (ii) the aggregate amount of all LC Disbursements made by it that have not yet been reimbursed
by or on behalf of the Borrower at such time; provided, that in the case of any escalating Letter of Credit where the face amount
thereof is subject to escalation with no conditions, the applicable Issuing Lender’s LC Exposure with respect to such Letter of
Credit shall be determined by referring to the maximum face amount to which such Letter of Credit may be so escalated.


“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 of the Borrower; provided that in any case the account
party of a Letter of Credit must be the Borrower, (iii) denominated in Dollars and (iv) otherwise in such form as may be reasonably approved
from time to time by the Administrative Agent and the applicable Issuing Lender.


“Letter of Credit Account”
shall mean the account established by the Borrower under the sole and exclusive control of the Administrative Agent maintained at the
office of the Administrative Agent at 388 Greenwich Street, New York, NY 10013, designated as the “JetBlue MOU Pledge Account”
that shall be used solely for the purposes set forth herein.


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


“Lien” means, with respect
to any asset, any mortgage, lien, pledge, charge, security interest or similar encumbrance of any kind in respect of such asset, whether
or not filed, recorded or otherwise perfected under applicable law (but excluding any lease, sublease, use or license agreement or swap
agreement or similar arrangement by any Grantor described in clause (e) or (f) of the definition of “Permitted Disposition”),
including any conditional sale or other title retention agreement, any option or other agreement to sell or give a security interest in
and, except in connection with any Qualified Receivables Transaction, any agreement to give any financing statement under the UCC (or
equivalent statutes) of any jurisdiction.


 






    	 	 31	 



     


    

 


“Liquidity” shall mean the
sum of (i) all unrestricted cash and Cash Equivalents of the Borrower and its Domestic Subsidiaries (excluding, for the avoidance of doubt,
any cash or Cash Equivalents held in accounts subject to Account Control Agreements or otherwise then pledged to secure any other Indebtedness),
(ii) the aggregate principal amount committed and available to be drawn by the Borrower and its Domestic Subsidiaries (taking into account
all borrowing base limitations, collateral coverage requirements or other restrictions on borrowing availability) under all revolving
credit facilities (including this Facility and the Existing Revolver) of the Borrower and its Domestic Subsidiaries and (iii) to the extent
not being used to repay other Indebtedness, the scheduled net proceeds of any Capital Markets Offering of the Borrower or any of its Domestic
Subsidiaries that has priced but has not yet closed (until the earliest of the closing thereof, the termination thereof without closing
or the date that falls five (5) Business Days after the initial scheduled closing date thereof); provided, that any Liquidity contributed
by Immaterial Subsidiaries that is in excess of 10% of the total Liquidity, and any amounts described in clauses (i) through (iii) that
are held by any Receivables Subsidiary or Excluded Subsidiary, shall be excluded from the calculation of Liquidity.


“Loan Request” shall mean a
request by the Borrower, executed by a Responsible Officer of the Borrower, for a Loan in accordance with Section 2.03 in substantially
the form of Exhibit C.


“Loans” shall mean the Revolving
Loans.


“Loan Documents” shall mean
this Agreement, the Collateral Documents, any Intercreditor Agreement and any other instrument or agreement (which is designated as a
Loan Document therein) executed and delivered by the Borrower or a Guarantor to the Administrative 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.


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


“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 (i) a material adverse effect on (a) the consolidated business, operations or financial condition of the Borrower and its Subsidiaries,
taken as a whole, (b) the validity or enforceability of any of the Loan Documents or the rights or remedies of the Administrative Agent
and the Lenders thereunder, or (c) the ability of the Borrower and the Guarantors, collectively, to pay the Obligations or (ii) a Collateral
Material Adverse Effect.


 






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“Material Indebtedness” shall
mean Indebtedness of the Borrower or one or more Guarantors (other than the Loans and obligations relating to Letters of Credit) outstanding
under the same agreement in a principal amount exceeding $150,000,000.


“MBA” means Morten Beyer &
Agnew.


“Minimum Extension Condition”
shall have the meaning given such term in Section 2.28(b).


“Moody’s” shall mean
Moody’s Investors Service, Inc.


“Mortgaged Collateral” shall
mean all of the “Collateral” as defined in each Aircraft and Spare Engine Mortgage (including as supplemented by any Mortgage
Supplement).


“Net Proceeds” means the aggregate
cash and Cash Equivalents received by the Borrower or any of its Subsidiaries in respect of any Collateral Sale (including, without limitation,
any cash or Cash Equivalents received in respect of or upon the sale or other disposition of any non-cash consideration received in any
Collateral Sale) or Recovery Event, net of: (a) the direct costs and expenses relating to such Collateral Sale and incurred by the Borrower
or a Subsidiary (including the sale or disposition of such non-cash consideration) or any such Recovery Event, including, without limitation,
legal, accounting and investment banking fees, and sales commissions, and any relocation expenses incurred as a result of the Collateral
Sale or Recovery Event, taxes paid or payable as a result of the Collateral Sale or Recovery Event, in each case, after taking into account
any available tax credits or deductions and any tax sharing arrangements; (b) any reserve for adjustment or indemnification obligations
in respect of the sale price of such asset or assets established in accordance with GAAP; and (c) any portion of the purchase price from
a Collateral Sale placed in escrow pursuant to the terms of such Collateral Sale (either as a reserve for adjustment of the purchase price,
or for satisfaction of indemnities in respect of such Collateral Sale) until the termination of such escrow.


“Net Proceeds Amount” shall
have the meaning given such term in Section 2.12(a).


“New Lender” shall have the
meaning given such term in Section 2.27(a).


“Non-Core Fleet Equipment”
means (i) any Aircraft or Engine that no longer constitutes Core Fleet Equipment and (ii) any Non-Core Spare Parts.


“Non-Core Spare Parts” means,
if as of any date of determination, all of a specific type or model of Aircraft or Engine no longer constitutes Core Fleet Equipment,
any such Spare Parts and Appliances that are appropriate for incorporation in, installation on, attachment or appurtenance to, or use
in, solely such model or type of Aircraft or Engine (and not any other model or type of Aircraft or Engine that then constitutes Core
Fleet Equipment).


 






    	 	 33	 



     


    

 


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


“Non-Extending Lender” shall
have the meaning given such term in Section 10.08(g).


“Obligations” shall mean the
unpaid principal of and interest on (including interest accruing after the maturity of the Loans and interest 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 is allowed in such proceeding), the Loans, the Designated Hedging Obligations,
the Designated Banking Product Obligations, and all other obligations and liabilities of the Borrower to the Administrative Agent, any
Issuing Lender or any Lender (or (i) in the case of Designated Hedging Obligations, any obligee with respect to such designated Hedging
Obligations who was a Lender or an Affiliate of a Lender when the related Designated Hedging Agreement was entered into, or (ii) in the
case of Designated Banking Product Obligations, any obligee with respect to such Designated Banking Product Obligations who was a Lender
or a banking Affiliate of any Lender at the time the related 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 this Agreement or any
other Loan Document, whether on account of principal, interest, reimbursement obligations, fees, indemnities, out-of-pocket costs, and
expenses (including all fees, charges and disbursements of counsel to the Administrative 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 (valued in accordance with the definition thereof) at any time outstanding that shall be included as “Obligations”
shall not exceed 10% of the original Total Revolving Commitment in effect on the Second Restatement Effective Date; provided, further,
that in no event shall the Obligations include Excluded Swap Obligations.


“OFAC” means the U.S. Department
of Treasury’s Office of Foreign Assets Control.


“Officer” means, with respect
to any Person, the Chairman of the Board, the Chief Executive Officer, the President, the Chief Operating Officer, the Chief Financial
Officer, the Treasurer, any Assistant Treasurer, the Controller, the Secretary or any Vice-President of such Person.


“Officer’s Certificate”
shall mean a certificate signed on behalf of the Borrower by an Officer of the Borrower.


“Other Facility” means that
certain Credit and Guaranty Agreement, dated as of March 30, 2020, as amended, supplemented and otherwise modified from time to time.


 






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“Other Spare Parts” shall have
the meaning given such term in Section 5(a)(9).


“Other Taxes” shall mean any
and all present or future court, stamp, mortgage, intangible, recording, filing or documentary taxes or any other similar charges or similar
levies arising from any payment made hereunder or from the execution, performance, delivery, registration of or enforcement of this Agreement
or any other Loan Document.


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


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


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


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


“Patriot Act” shall mean the
USA PATRIOT Act, Title III of Pub. L. 107-56, signed into law on October 26, 2001 and any subsequent legislation that amends or supplements
such Act or any subsequent legislation that supersedes such Act.


“Payment Recipient” shall have
the meaning given such term in Section 8.11.


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


“Permitted Business” means
any business that is the same as, or reasonably related, ancillary, supportive or complementary to, or a reasonable extension of, the
business in which the Borrower and its Subsidiaries are engaged on the date of this Agreement.


“Permitted Disposition” shall
mean any of the following:


(a)       the
Disposition of Collateral permitted under the applicable Collateral Documents;


(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; provided that this clause (b) shall not permit any Disposition of the Letter of Credit
Account or any amounts on deposit therein;


 






    	 	 35	 



     


    

 


(c)       sales
or dispositions of surplus, obsolete, negligible or uneconomical assets no longer used in the business of the Borrower and the other Grantors,
including (i) returns of Slots to the FAA and (ii) Dispositions of Non-Core Fleet Equipment;


(d)       Dispositions
of Collateral among the Grantors (including any Person that shall become a Grantor simultaneous with such Disposition in the manner contemplated
by Section 5.12); provided that:


(i)       such
Collateral remains at all times subject to a Lien with the same priority and level of perfection as was the case immediately prior to
such Disposition (and otherwise subject only to Permitted Liens) in favor of the Administrative Agent for the benefit of the Secured Parties
following such Disposition,


(ii)       concurrently
therewith, the Grantors shall execute any documents and take any actions reasonably required to create, grant, establish, preserve or
perfect such Lien in accordance with the other provisions of this Agreement or the Collateral Documents,


(iii)       concurrently
therewith or promptly thereafter, the Administrative Agent, for the benefit of the Secured Parties, shall receive an Officer’s Certificate,
with respect to the matters described in clauses (i) and (ii) hereof and, if reasonably requested by the Administrative Agent, an opinion
of counsel to the Borrower (which may be in-house counsel) as to the validity and perfection of such Lien on the Collateral, in each case
in form and substance reasonably satisfactory to the Administrative Agent,


(iv)       concurrently
with any Disposition of Collateral to any Person that shall become a Grantor simultaneous with such Disposition in the manner contemplated
by Section 5.12, such Person shall have complied with the requirements of Section 5.12(b); provided further that this clause (d) shall
not permit any Disposition of the Letter of Credit Account or any amounts on deposit therein, and


(v)       the
preceding provisions of clauses (i) through (iv) shall not be applicable to any Disposition resulting from a merger or consolidation permitted
by Section 6.10; and


(e)       (i)
abandonment of Slots and Gate Leaseholds; 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, (C) reasonably determined by the Borrower to relate to Collateral of de minimis value or surplus
to the Borrower’s needs or (D) required by the DOT, the FAA or other Governmental Authority and, in the case of any such abandonment
under this clause (i), does not have a Collateral Material Adverse Effect,


 






    	 	 36	 



     


    

 


(ii)       exchange
of FAA Slots in the ordinary course of business that in the Borrower’s reasonable judgment are of reasonably equivalent value (so
long as the FAA Slots received in such exchange are concurrently pledged as Additional Collateral and constitute Eligible Collateral,
and such exchange would not result in a Collateral Material Adverse Effect),


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


(iv)       any
other lease or sublease of, or use or license agreements with respect to, assets and properties that constitute Slots or Gate Leaseholds
in the ordinary course of business and swap agreements or similar arrangements with respect to Slots in the ordinary course of business
and which lease, sublease, use or license agreement or swap agreement or similar arrangement (A) has a term of one year or less, or does
not extend beyond two comparable IATA traffic seasons (and contains no option to extend beyond either of such periods), (B) has a term
(including any option period) longer than allowed in clause (A); provided, however, that (x) in the case of each transaction
pursuant to this clause (B), an Officer’s Certificate is delivered to the Administrative Agent concurrently with or promptly after
the applicable Grantor’s entering into any such transaction that (i) immediately after giving effect to such transaction the Collateral
Coverage Ratio (excluding, for purposes of calculating such ratio, the proceeds of such transaction and the intended use thereof) would
be no less than 1.0 to 1.0, (ii) the Administrative Agent’s Liens on Collateral subject to such lease, sublease, use, license agreement
or swap or similar arrangement are not materially adversely affected (it being understood that no Permitted Lien shall be deemed to have
such an effect) and (iii) no Event of Default exists at the time of such transaction, and (y) immediately after giving effect to
any transaction pursuant to this clause (B), the aggregate Appraised Value of Collateral subject to transactions covered by this clause (B) shall
not exceed $30,000,000, (C) is for purposes of operations by another airline operating under a brand associated with the Borrower
or otherwise operating routes at the Borrower’s direction under a code share agreement, capacity purchase agreement, pro-rate agreement
or similar arrangement between such airline and the Borrower or (D) is subject and subordinated to the rights (including remedies)
of the Administrative Agent under the applicable Collateral Documents on terms reasonably satisfactory to the Administrative Agent; and


(f)       the
lease or sublease of assets and properties in the ordinary course of business; provided that, the rights of the lessee or sublessee
shall be subordinated to the rights (including remedies) of the Administrative Agent under the applicable Collateral Document on terms
reasonably satisfactory to the Administrative Agent.


“Permitted Liens” means:


 






    	 	 37	 



     


    

 


(1)       Liens
held by the Administrative Agent securing the Obligations;


(2)       Liens
securing Junior Secured Debt in an aggregate principal amount (as of the date of incurrence of any such Junior Secured Debt and after
giving pro forma effect to the application of the net proceeds therefrom), not exceeding the Junior Lien Cap, provided that such
Liens shall (x) rank junior to the Liens in favor of the Administrative Agent securing the Obligations and (y) be subject to an Intercreditor
Agreement reasonably acceptable to the Administrative Agent, the Required Lenders and the Borrower;


(3)       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 concluded; provided that any reserve or other appropriate provision as is required
in conformity with GAAP has been made therefor;


(4)       Liens
imposed by law, including carriers’, warehousemen’s, landlord’s and mechanics’ Liens, in each case, incurred in
the ordinary course of business;


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


(6)       Liens
created for the benefit of (or to secure) the Obligations or any Guaranty Obligations;


(7)       (A)
any overdrafts and related liabilities arising from treasury, netting, depository and cash management services or in connection with any
automated clearing house transfers of funds, in each case as it relates to cash or Cash Equivalents, if any, and (B) Liens arising by
operation of law or that are contractual rights of set-off in favor of the depository bank or securities intermediary in respect of the
Letter of Credit Account or the Collateral Proceeds Account;


(8)       licenses,
sublicenses, leases and subleases by any Grantor as they relate to any aircraft, airframe, engine, Mortgaged Collateral or any Additional
Collateral and to the extent (A) such licenses, sublicenses, leases or subleases do not interfere in any material respect with the
business of the Borrower and its Subsidiaries, taken as a whole, and in each case, such license, sublicense, lease or sublease is to be
subject and subordinate to the Liens granted to the Administrative Agent pursuant to the Collateral Documents, and in each case, would
not result in a Collateral Material Adverse Effect or (B) otherwise expressly permitted by the Collateral Documents;


 






    	 	 38	 



     


    

 


(9)       salvage
or similar rights of insurers, in each case as it relates to any aircraft, airframe, engine, Mortgaged Collateral or any Additional Collateral,
if any;


(10)       in
each case as it relates to any aircraft, Liens on appliances, parts, components, instruments, appurtenances, furnishings and other equipment
installed on such aircraft and separately financed by a Grantor, to secure such financing;


(11)       Liens
incurred in the ordinary course of business of the Borrower or any Subsidiary of the Borrower with respect to obligations that do not
exceed in the aggregate $7,500,000 at any one time outstanding; and


(12)       Liens
on Collateral permitted under the Collateral Document granting a Lien on such Collateral.


“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.


“Platform” means Debt Domain
or another similar electronic system.


“Pledged Aircraft” means, as
of any date, the Eligible Aircraft included in the Collateral as of such date.


“Pledged Cash and Cash Equivalents”
means, as of any date, the amount of cash and Cash Equivalents included in the Collateral as of such date.


“Pledged Engines” means, as
of any date, the Eligible Engines included in the Collateral as of such date.


“Pledged Gate Leaseholds” means,
as of any date, the Gate Leaseholds included in the Collateral as of such date.


“Pledged Slots” means, as of
any date, the Slots included in the Collateral as of such date.


“Pledged Spare Parts” means,
as of any date, the Eligible Spare Parts included in the Collateral as of such date.


“Prime Rate” shall mean the
rate of interest per annum publicly announced from time to time by the Person acting as the Administrative Agent as its prime rate in
effect at its principal office in New York City.


 






    	 	 39	 



     


    

 


The Prime Rate is a reference rate and does not necessarily represent the lowest or best
rate actually charged to any customer. The Administrative Agent or any Issuing Lender or Lender may make commercial loans or other loans
at rates of interest at, above or below the Prime Rate. Any change in the Prime Rate shall take effect at the opening of business on the
day specified in the public announcement of such change.


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


“Propeller” shall mean any
propeller, including any part, appurtenance, and accessory of a propeller.


“Put Exposure” means the principal
amount of Loans, LC Exposure and unused Revolving Commitments that Lenders have elected be prepaid, discharged and terminated, respectively,
pursuant to Section 2.12(g) in response to a Change of Control Offer.


“QEC Kits” means the quick
engine change kits of any Grantor.


“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).


“QFC Credit Support” has the
meaning assigned to it in Section 10.20.


“Qualified Receivables Transaction”
means any transaction or series of transactions entered into by the Borrower or any of its Subsidiaries pursuant to which the Borrower
or any of its Subsidiaries sells, conveys or otherwise transfers to (a) a Receivables Subsidiary or any other Person (in the case of a
transfer by the Borrower or any of its Subsidiaries) and (b) any other Person (in the case of a transfer by a Receivables Subsidiary),
or grants a security interest in, any accounts receivable (whether now existing or arising in the future) of the Borrower or any of its
Subsidiaries, and any assets related thereto including, without limitation, all Equity Interests and other investments in the Receivables
Subsidiary, all collateral securing such accounts receivable, all contracts and all guarantees or other obligations in respect of such
accounts receivable, proceeds of such accounts receivable and other assets which are customarily transferred or in respect of which security
interests are customarily granted in connection with asset securitization transactions involving accounts receivable, other than assets
that constitute Collateral or proceeds of Collateral.


“Qualified Replacement Assets”
means Additional Collateral of any of the types described in clauses (b), (c) and (d) of the definition of “Additional Collateral”.


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


 






    	 	 40	 



     


    

 


“Real Property Assets” shall
mean those parcels of real property owned in fee by the Borrower or any other Grantor designated by the Borrower and together with, in
each case, all buildings, improvements, facilities, appurtenant fixtures and equipment, easements and other property and rights incidental
or appurtenant to the ownership of such parcel of real property.


“Receivables Subsidiary” means
a Subsidiary of the Borrower which engages in no activities other than in connection with the financing of accounts receivable and which
is designated by the Board of Directors of the Borrower (as provided below) as a Receivables Subsidiary (a) no portion of the Indebtedness
or any other obligations (contingent or otherwise) of which (1) is guaranteed by the Borrower or any Subsidiary of the Borrower (other
than comprising a pledge of the Capital Stock or other interests in such Receivables Subsidiary (an “incidental pledge”),
and excluding any guarantees of obligations (other than the principal of, and interest on, Indebtedness) pursuant to representations,
warranties, covenants and indemnities entered into in the ordinary course of business in connection with a Qualified Receivables Transaction),
(2) is recourse to or obligates the Borrower or any Subsidiary of the Borrower in any way other than through an incidental pledge
or pursuant to representations, warranties, covenants and indemnities entered into in the ordinary course of business in connection with
a Qualified Receivables Transaction or (3) subjects any property or asset of the Borrower or any Subsidiary of the Borrower (other
than accounts receivable and related assets as provided in the definition of “Qualified Receivables Transaction”), directly
or indirectly, contingently or otherwise, to the satisfaction thereof, other than pursuant to representations, warranties, covenants and
indemnities entered into in the ordinary course of business in connection with a Qualified Receivables Transaction, (b) with which
neither the Borrower nor any Subsidiary of the Borrower has any material contract, agreement, arrangement or understanding (other than
pursuant to the Qualified Receivables Transaction) other than (i) on terms no less favorable to the Borrower or such Subsidiary than
those that might be obtained at the time from Persons who are not Affiliates of the Borrower, and (ii) fees payable in the ordinary
course of business in connection with servicing accounts receivable and (c) with which neither the Borrower nor any Subsidiary of
the Borrower has any obligation to maintain or preserve such Subsidiary’s financial condition, other than a minimum capitalization
in customary amounts, or to cause such Subsidiary to achieve certain levels of operating results. Any such designation by the Board of
Directors of the Borrower will be evidenced to the Administrative Agent by filing with the Administrative Agent a certified copy of the
resolution of the Board of Directors of the Borrower giving effect to such designation and an Officer’s Certificate certifying that
such designation complied with the foregoing conditions.


“Recovery Event” shall mean
any settlement of or payment in respect of any property or casualty insurance claim or any condemnation proceeding relating to any Collateral
or any Event of Loss (as defined in the related Collateral Document pursuant to which a security interest in such Collateral is granted
to the Administrative Agent, if applicable).


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


 






    	 	 41	 



     


    

 


“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 and advisors of such Person and such Person’s Affiliates.


“Release” shall have the meaning
specified in Section 101(22) of the Comprehensive Environmental Response Compensation and Liability Act.


“Relevant Governmental Body”
means the Federal Reserve Board or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Federal
Reserve Board or the Federal Reserve Bank of New York, or any successor thereto.


“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. The Revolving Extensions of Credit, outstanding Loans and Commitments
of any Defaulting Lender shall be disregarded in determining the “Required Lenders” at any time.


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


“Responsible Officer” means
an Officer.


“Revolving Availability Period”
shall mean the period from and including the Second Restatement Effective Date to but excluding the Revolving Facility Termination Date
with respect to the applicable Revolving Commitments.


“Revolving Commitment” shall
mean the commitment of each Revolving Lender to make Revolving Loans and, if such Revolving Lender is an Issuing Lender, to issue Letters
of Credit, hereunder in an aggregate principal not to exceed the amount set forth under the heading “Revolving Commitment”
opposite its name in Annex A hereto or in the Assignment and Acceptance pursuant to which such Revolving Lender became a party hereto,
as the same may be changed from time to time pursuant to the terms hereof. The aggregate amount of the Total Revolving Commitments as
of the Second Restatement Date is $600,000,000.


“Revolving Commitment Percentage”
shall mean, at any time, with respect to each Revolving Lender, the percentage obtained by dividing its Revolving Commitment at such time
by the Total Revolving Commitment (or, if the Revolving Commitments have been terminated, the Revolving Extensions of Credit of such Revolving
Lender at such time by the Total Revolving Extensions of Credit at such time).


 






    	 	 42	 



     


    

 


“Revolving Extensions of Credit”
shall mean, as to any Revolving 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 and (b) if such Lender is an Issuing Lender, such Lender’s LC Exposure then outstanding.


“Revolving Facility Maturity Date”
shall mean, with respect to any (a) Revolving Commitments that have not been extended pursuant to Section 2.28, October 21, 2024 and (b)
Extended Revolving Commitments, the final maturity date therefor as specified in the applicable Extension Offer accepted by the respective
Revolving Lender or Revolving Lenders.


“Revolving Facility Termination Date”
shall mean the earlier to occur of (a) the Revolving Facility Maturity Date with respect to the applicable Revolving Commitments, (b)
the acceleration of the Loans (if any) and the termination of the Revolving Commitments in accordance with the terms hereof and (c) the
termination of the applicable Revolving Commitments as a whole pursuant to Section 2.11.


“Revolving Lender” shall mean
each Lender having a Revolving Commitment.


“Revolving Loan” shall have
the meaning set forth in Section 2.01(a).


“Revolving Loan Percentage”
shall mean, with respect to each Revolving Lender, determined as of the date of each advance of a Revolving Loan and prior to giving effect
thereto, the percentage determined by dividing (i) the Revolving Commitment of such Revolving Lender minus the Revolving Extensions of
Credit of such Revolving Lender by (ii) the Total Revolving Commitments minus the Total Revolving Extensions of Credit.


“Sale of a Grantor” means,
with respect to any Collateral, an issuance, sale, lease, conveyance, transfer or other disposition of the Capital Stock of the applicable
Grantor that owns such Collateral other than (1) an issuance of Equity Interests by a Grantor to the Borrower or another Subsidiary
of the Borrower, and (2) an issuance of directors’ qualifying shares.


“Sanctions” means economic
or financial sanctions or trade embargoes imposed, administered or enforced from time to time by the United States government, including
those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State.


“Sanctioned Country” means,
at any time, a country, territory or region which is itself the subject or target of any Sanctions, which as of the Second Restatement
Effective Date include, among others, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, the
Crimea Region of Ukraine, Cuba, Iran, North Korea, Sudan and Syria.


 






    	 	 43	 



     


    

 


“Sanctioned Person” means,
at any time, (a) a Person which is subject or target of any Sanctions or (b) any Person owned or controlled by any such Person or Persons.


“S&P” shall mean Standard
& Poor’s, a division of The McGraw-Hill Companies, Inc.


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


“Second Restatement Effective Date”
means October 21, 2022.


“Section 1110” means 11
U.S.C. Section 1110 of the Bankruptcy Code or any successor or analogous section of the federal bankruptcy law in effect from time
to time.


“Secured Parties” shall mean
the Administrative Agent, the Issuing Lenders, the Lenders and all other holders of Obligations.


“Securities Act” shall mean
the Securities Act of 1933, as amended.


“Significant Subsidiary” means
any Subsidiary of the Borrower that would be a “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X,
promulgated pursuant to the Securities Act, as such Regulation is in effect on the date of this Agreement.


“Slot” means (a) in the case
of airports outside the United States, at any time, the right and operational authority to conduct one landing or takeoff at a specific
time or during a specific time period, or (b) in the case of airports in the United States, FAA Slots.


“Slot and Gate Security Agreement”
shall mean any security agreement, in each case entered into by the Borrower (or any other Grantor) and the Administrative Agent to pledge
Slots at any Eligible Airport as Collateral, in substantially the form of Exhibit F (or such other form as may be reasonably acceptable
to the Administrative Agent and the Borrower).


“SOFR” means a rate equal to
the secured overnight financing rate as administered by the SOFR Administrator.


“SOFR Administrator” means
the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate).


“SOFR Borrowing” means, as
to any Borrowing, the SOFR Loans comprising such Borrowing.


“SOFR Loan” means a Loan that
bears interest at a rate based on Term SOFR, other than pursuant to clause (c) of the definition of “ABR”.


 






    	 	 44	 



     


    

 


“SOFR Tranche” shall mean the
collective reference to SOFR Loans under the 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 Loans shall originally have been made on the same day).


“Spare Parts” shall mean all
accessories, appurtenances, or parts of an Aircraft (except an Engine or Propeller), Engine (except a Propeller), Propeller, or Appliance,
that are to be installed at a later time in an Aircraft, Engine, Propeller or Appliance.


“Spare Parts Security Agreement”
means (i) the Mortgage and Security Agreement (Spare Parts), dated as of December 23, 2013 (the “JetBlue Spare Parts Security
Agreement”), entered into by the Borrower and the Administrative Agent, as ratified on the date hereof and as the same may be
amended, restated, modified, supplemented, extended or amended and restated from time to time, or (ii) any other security agreement, entered
into by another Grantor and the Administrative Agent, to pledge Eligible Spare Parts as Collateral, in substantially the form as attached
as Exhibit D (or in such other form as may be reasonably acceptable to the Administrative Agent and the Borrower).


“Spirit” means Spirit Airlines,
Inc.


“Stated Maturity” means, with
respect to any installment of interest or principal on any series of Indebtedness, the date on which the payment of interest or principal
was scheduled to be paid in the documentation governing such Indebtedness as of the Second Restatement Effective Date, and will not include
any contingent obligations to repay, redeem or repurchase any such interest or principal prior to the date originally scheduled for the
payment thereof.


“Stored” shall mean, as to
any Aircraft or Engine, that such Aircraft or Engine has been stored (a) with a low expectation of a return to service within the
one year following commencement of such storage and (b) in a manner intended to minimize the rate of environmental degradation of
the structure and components of such Aircraft or Engine (as the case may be) during such storage.


“Subsidiary” shall mean, with
respect to any Person


(1)       any
corporation, association or other business entity (other than a partnership, joint venture or limited liability company) of which more
than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency and after
giving effect to any voting agreement or stockholders’ agreement that effectively transfers voting power) to vote in the election
of directors, managers or trustees of the corporation, association or other business entity is at the time of determination owned or controlled,
directly or indirectly, by such Person or one or more of the other Subsidiaries of such Person (or a combination thereof); and


 






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(2)       any
partnership, joint venture or limited liability company of which (A) more than 50% of the capital accounts, distribution rights, total
equity and voting interests or general and limited partnership interests, as applicable, are owned or controlled, directly or indirectly,
by such Person or one or more of the other Subsidiaries of such Person or a combination thereof, whether in the form of membership, general,
special or limited partnership interests or otherwise and (B) such Person or any Subsidiary of such Person is a controlling general partner
or otherwise controls such entity.


“Sustainability Adjustment”
shall mean, for any Sustainability Adjustment Period, an adjustment to the Applicable Margin and the Commitment Fee Rate for such Sustainability
Adjustment Period based on the below table, as determined by reference to the ESG Score set forth in the most recent ESG Certificate delivered
by the Borrower pursuant to Section 5.01(j), as follows:


	ESG Score	Change in Applicable Margin	Change in Commitment Fee Rate
	[***]	[***]	[***]
	[***]	[***]	[***]
	[***]	[***]	[***]
	[***]	[***]	[***]
	[***]	[***]	[***]
	[***]	[***]	[***]
	[***]	[***]	[***]


 


; provided that, if the Borrower fails to deliver an ESG Certificate
in accordance with Section 5.01(j), the Sustainability Adjustment shall be a [***]% increase in respect of each of the Applicable Margin
and the Commitment Fee Rate, in each case from the date of such failure to deliver such ESG Certificate until (but excluding) the commencement
of the next Sustainability Adjustment Period; provided further that, the Sustainability Adjustment shall be deemed to be zero for
each day during which an Event of Default pursuant to Section 7.01(b) has occurred and is continuing (unless such Event of Default has
been waived in accordance with Section 10.08); provided further that, if the relevant ESG Agency (w) fails or is no longer able
to issue any ESG Report, or otherwise delays the issuance of any ESG Report without the consent of the Borrower, (x) notifies the Borrower,
or makes an announcement to the effect, that it will no longer issue ESG Reports, or (y) materially changes the way it determines the
ESG Score, then in any such case the Borrower or the Administrative Agent (acting on the instructions of the Required Lenders) may request
that negotiations be entered into between the Borrower and the Sustainability Structuring Agent (for a period of no more than 30 consecutive
days, or such longer period as may be mutually agreed by the Borrower and the Administrative Agent (with the consent of the Required Lenders))
with a view to agreeing on an alternate ESG Agency and/or a substitute basis for determining the ESG Score.






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During any such negotiation
period, the ESG Score with respect to the applicable Sustainability Adjustment Period shall be based on the Sustainability Adjustment
that was in effect immediately prior to the date on which such negotiation period commenced. If no agreement can be reached between the
Borrower and the Sustainability Structuring Agent during such negotiation period, the Sustainability Adjustment shall cease to apply to
the Applicable Margin and the Commitment Fee Rate from and after the last day of such negotiation period.


“Sustainability Adjustment Date”
means the Business Day immediately following the date on which the Borrower provides to the Administrative Agent an ESG Certificate pursuant
to Section 5.01(j).


“Sustainability Adjustment Period”
means the period commencing on the last day of the immediately preceding Sustainability Adjustment Period and ending on (but excluding)
the next Sustainability Adjustment Date.


“Sustainability Structuring Agent”
shall have the meaning set forth in the preamble of this Agreement.


“Swap Obligation” means, with
respect to any Guarantor, any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap”
within the meaning of Section 1a(47) of the Commodity Exchange Act.


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


“Term SOFR” means,


(a)       for
any calculation with respect to a SOFR Loan, the Term SOFR Reference Rate for a tenor comparable to the applicable Interest Period on
the day (such day, the “Periodic Term SOFR Determination Day”) that is two (2) U.S. Government Securities Business
Days prior to the first day of such Interest Period, as such rate is published by the Term SOFR Administrator; provided, however,
that if as of 5:00 p.m. (New York City time) on any Periodic Term SOFR Determination Day the Term SOFR Reference Rate for the applicable
tenor has not been published by the Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate
has not occurred, then Term SOFR will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the
first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate for such tenor was published by the Term
SOFR Administrator so long as such first preceding U.S. Government Securities Business Day is not more than three (3) U.S. Government
Securities Business Days prior to such Periodic Term SOFR Determination Day, and


 






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(b)       for
any calculation with respect to an ABR Loan on any day, the Term SOFR Reference Rate for a tenor of one month on the day (such day, the
“ABR Term SOFR Determination Day”) that is two (2) U.S. Government Securities Business Days prior to such day, as such rate
is published by the Term SOFR Administrator; provided, however, that if as of 5:00 p.m. (New York City time) on any ABR Term SOFR Determination
Day the Term SOFR Reference Rate for the applicable tenor has not been published by the Term SOFR Administrator and a Benchmark Replacement
Date with respect to the Term SOFR Reference Rate has not occurred, then Term SOFR will be the Term SOFR Reference Rate for such tenor
as published by the Term SOFR Administrator on the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference
Rate for such tenor was published by the Term SOFR Administrator so long as such first preceding U.S. Government Securities Business Day
is not more than three (3) U.S. Government Securities Business Days prior to such ABR SOFR Determination Day;


provided, further, that if Term SOFR determined
as provided above (including pursuant to the proviso under clause (a) or clause (b) above) shall ever be less than the Floor, then Term
SOFR shall be deemed to be the Floor.


“Term SOFR Administrator” means
CME Group Benchmark Administration Limited (CBA) (or a successor administrator of the Term SOFR Reference Rate selected by the Administrative
Agent in its reasonable discretion.


“Term SOFR Reference Rate”
means the forward-looking term rate based on SOFR.


“Termination Date” shall mean,
with respect to any Revolving Loans, the Revolving Facility Termination Date applicable to the related Revolving Commitments.


“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, and any subsequent legislation that amends, supplements or supersedes such provisions.


 






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“Total Collateral Coverage Ratio”
shall mean the ratio of (i) the aggregate Appraised Value of all Eligible Collateral plus the Pledged Cash and Cash Equivalents to (ii)
the sum, without duplication, of (w) 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 (x) the aggregate amount of all Designated Hedging Obligations that constitute
“Obligations” then outstanding, plus (y) the aggregate outstanding principal amount of Junior Secured Debt.


“Total Obligations” shall have
the meaning provided in the definition of “Collateral Coverage Ratio”.


“Total Revolving Commitment”
shall mean, at any time, the sum of the 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 Revolving Lenders outstanding at such time.


“Transactions” shall mean the
execution, delivery and performance by the Borrower and Guarantors of this Agreement and the other Loan Documents to which they may be
a party, the creation of the Liens in the Collateral in favor of the Administrative Agent and/or the Administrative Agent for the benefit
of the Secured Parties, the borrowing of Loans and the use of the proceeds thereof, and the request for and issuance of Letters of Credit
hereunder.


“Type”, when used in reference
to any Loan or Borrowing, refers to whether the rate of interest on such Loan, or on the Loans comprising such Borrowing, is determined
by reference to Term SOFR or the ABR.


“UCC” shall mean the Uniform
Commercial Code as in effect from time to time in any applicable jurisdiction.


“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.






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


“U.S. Government Securities Business
Day” means any day except for (a) a Saturday, (b) a Sunday or (c) 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.


“Use or Lose Rule” shall mean
with respect to FAA Slots, the terms of 14 C.F.R. Section 93.227 or other applicable utilization requirements issued by the FAA,
other Governmental Authorities or any Airport Authorities.


“Vigeo Eiris” means Vigeo SAS
(doing business as Vigeo Eiris).


“Voting Stock” of any specified
Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the Board of Directors
of such Person.


“Withholding Agent” shall mean
the Borrower, a Guarantor 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”.






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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, unless expressly provided otherwise, (e) 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 (f) “knowledge” or “aware” or words
of similar import shall mean, when used in reference to the Borrower or the Guarantors, 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 Second Restatement Effective Date 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 consolidated financial condition shall be the same after such accounting changes
as if such accounting changes had not occurred.


Section 1.04.Divisions. For all purposes
under the Loan Documents, in connection with any division or plan of division under Delaware law with respect to any Person that is a
limited liability company formed under Delaware law (or any comparable event under the applicable laws of any other relevant jurisdiction):
(a) if any asset, right, obligation or liability of any Person becomes the asset, right, obligation or liability of a different Person,
then it shall be deemed to have been transferred from the original Person to the subsequent Person, and (b) if any new Person comes into
existence as a result of such division or plan of division (or such other comparable event), such new Person shall be deemed to have been
organized and acquired on the first date of its existence by the holders of its Equity Interests at such time.


 






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Section 1.05.Rates. The Administrative
Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, (a) the continuation of, administration
of, submission of, calculation of or any other matter related to ABR, the Term SOFR Reference Rate, or Term SOFR, or any component definition
thereof or rates referred to in the definition thereof, or any alternative, successor or replacement rate thereto (including any Benchmark
Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any
Benchmark Replacement) will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity
as, ABR, the Term SOFR Reference Rate, Term SOFR or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect,
implementation or composition of any Conforming Changes. The Administrative Agent and its affiliates or other related entities may engage
in transactions that affect the calculation of ABR, the Term SOFR Reference Rate, Term SOFR, any alternative, successor or replacement
rate (including any Benchmark Replacement) 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 ABR, the Term SOFR Reference
Rate, Term SOFR or any other Benchmark, or any component definition thereof or rates referred to 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 2.



AMOUNT AND TERMS OF CREDIT


Section 2.01.Commitments of the Lenders.


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


(ii)       Each
Borrowing of a Revolving Loan shall be made from the Revolving Lenders based upon each Revolving Lender’s Revolving Loan Percentage
of such Revolving Loan; provided, however, that the failure of any Revolving Lender to make any Revolving Loan shall not in itself
relieve the other Revolving Lenders of their obligations to lend.


 






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


(c)       Amount
of Borrowing. At the commencement of each Interest Period for any SOFR Borrowing, such Borrowing shall be in an aggregate amount that
is in an integral multiple of $1,000,000 and not less than $1,000,000. 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 Revolving Commitment or that is required to finance the reimbursement
of an LC Disbursement as contemplated by Section 2.02(e). Borrowings of more than one 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.
Subject to the terms and conditions set forth herein, the Borrower may request the issuance of (and, subject to the penultimate sentence
of clause (b) below, the applicable Issuing Lender shall issue) Letters of Credit in Dollars, at any time and from time to time during
the Revolving Availability Period, in each case, for the Borrower’s own account or the account of any other Subsidiary of the Borrower,
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.


(b)       Notice
of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal
or extension of an outstanding Letter of Credit), the Borrower shall either provide (i) telephonic notice promptly followed by written
notice or (ii) 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 two (2) Business Days 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),






    	 	 53	 



     


    

 


(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 name and address
of the beneficiary thereof and (5) 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, the Revolving Extensions
of Credit of such Issuing Lender shall not exceed its Revolving Commitment. 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 year after
the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or
extension) and (ii) the date that is one (1) Business Day prior to the earliest Revolving Facility Maturity Date with respect to the Revolving
Commitments of the applicable Issuing Lender (provided that, to the extent that such Letter of Credit has been Cash Collateralized pursuant
to the terms of any Extension Amendment, such Revolving Commitments shall be disregarded for purposes of this clause (ii)).


(d)       [Reserved].


(e)       Reimbursement.
If an Issuing Lender shall make any LC Disbursement in respect of a Letter of Credit, the Borrower shall reimburse such LC Disbursement
by paying to the Administrative Agent an amount equal to the amount of such LC Disbursement not later than the first Business Day following
the date the Borrower receives notice from the Issuing Lender of such LC Disbursement; provided that, in the case of any LC Disbursement,
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, 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; provided, further that for purposes of determining the Revolving
Loan Percentage of each Revolving Lender with respect to such ABR Borrowing, such LC Disbursement shall not be deemed to be a Revolving
Extension of Credit.


 






    	 	 54	 



     


    

 


(f)       Obligations
Absolute. The Borrower’s obligation to reimburse LC Disbursements as provided in Section 2.02(e) 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 Revolving 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 consequential 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.


 






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(g)       Disbursement
Procedures. The applicable Issuing Lender shall, promptly following its receipt thereof, examine all documents purporting to represent
a demand for payment under a Letter of Credit. The applicable Issuing Lender shall promptly notify the Administrative Agent and the Borrower
by telephone (confirmed by telecopy) of such demand for payment, whether the applicable Issuing Lender has made or will make an LC Disbursement
thereunder and the amount of such LC Disbursement; 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 with respect to any such LC Disbursement in accordance with
the terms herein.


(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 Loans; provided that, if the Borrower
fails to reimburse (including by a Borrowing) such LC Disbursement when due pursuant to Section 2.02(e), then Section 2.08 shall apply.
Interest accrued pursuant to this paragraph shall be for the account of the applicable Issuing Lender.


(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 Revolving Lenders 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.


(j)       Replacement
of Letters of Credit; Cash Collateralization. The Borrower shall (i) upon or prior to the occurrence of the earlier of (A) the Revolving
Facility Maturity Date with respect to all Revolving Commitments and (B) the acceleration of the Loans (if any) and the termination of
the Commitments in accordance with the terms hereof, (x) cause all Letters of Credit which expire after the earlier to occur of (A) the
Revolving Facility Maturity Date with respect to all Revolving Commitments and (B) the acceleration of the Loans (if any) and the termination
of the Commitments 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,






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either
(A) 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 satisfactory
to each such Issuing Lender (in its sole discretion) and the Administrative Agent, and/or (B) deposit cash in the Letter of Credit
Account, 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 Default or Event of Default
has occurred and 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 100% of the then outstanding amount of all LC Exposure (less the amount,
if any, on deposit in the Letter of Credit Account prior to taking any action pursuant to clauses (A) or (B) above), and (ii) if required
pursuant to Section 2.02(m), 2.12(c), 2.12(d), 2.12(e), 2.12(g)(iii) or 7.01 or pursuant to any Extension Amendment, deposit in the Letter
of Credit Account an amount required pursuant to Section 2.02(m), 2.12(c), 2.12(d), 2.12(e), 2.12(g)(iii) or 7.01, or pursuant to any
such Extension Amendment, as applicable (any such deposit or provision of back-to-back letters of credit described in the preceding clause
(i) or clause (ii), “Cash Collateralization” (it being understood that any LC Exposure shall be deemed to be “Cash
Collateralized” only to the extent a deposit or provision of back-to-back letters of credit as described above is made in an
amount equal to 100% of the amount of such LC Exposure)). The Administrative Agent shall have exclusive dominion and control, including
the exclusive right of withdrawal, over the Letter of Credit 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 and shall be paid to the Borrower on its request provided
no Default or Event of Default has occurred and is continuing. 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(c), 2.12(d), 2.12(e) or 2.12(g)(iii) or the terms of any
Extension 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 Amendment) no longer requires the provision
of such Cash Collateralization.


(k)       Issuing
Lender Agreements. Unless otherwise requested by the Administrative Agent, each Issuing Lender 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 during the immediately
preceding week, including all issuances, extensions, amendments and renewals, all expirations and cancellations and all disbursements
and reimbursements,






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(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 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 the 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)       [Reserved].


(m)       Provisions
Related to Extended Revolving Commitments. If the maturity date in respect of any tranche of Revolving Commitments of an Issuing Lender
occurs prior to the expiration of any Letter of Credit issued by such Issuing Lender, then (i) if one or more other tranches of Revolving
Commitments of such Issuing Lender 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 under such Issuing Lender’s Revolving Commitments in respect of such non-terminating
tranches up to an aggregate amount not to exceed the aggregate principal amount of such Issuing Lender’s unutilized Revolving Commitments
thereunder at such time 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 of any Issuing Lender, the sublimit for Letters of Credit issued by such Issuing Lender under
any tranche of Revolving Commitments that has not so then matured shall be as agreed in the relevant Extension Amendment with such Issuing
Lender (to the extent such Extension Amendment so provides).


Section 2.03.Requests for Loans.


(a)       Unless
otherwise agreed to by the Administrative Agent in connection with making the initial Revolving Loans, to request a Revolving Loan, the
Borrower shall notify the Administrative Agent of such request by (i) telephone or (ii) by hand or by facsimile delivery of
a written Loan Request (A) in the case of a SOFR Loan, 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 Loan and (B) in the case of an ABR Loan, not later than 12:00 noon, New York City time,
on the date of the proposed Loan. Each such telephonic Loan request shall be irrevocable and shall be confirmed promptly by hand delivery
or telecopy to the Administrative Agent of a written Loan Request signed by the Borrower. Each such telephonic Loan request and written
Loan Request shall specify the following information in compliance with Section 2.01(a):


 






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


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


(iii)       whether
such Loan is to be an ABR Loan or a SOFR Loan; and


(iv)       in
the case of a SOFR Loan, 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 Loan is specified, then the requested
Loan shall be an ABR Loan. If no Interest Period is specified with respect to any requested SOFR Loan, then the Borrower shall be deemed
to have selected an Interest Period of one month’s duration.


(b)       Promptly
following receipt of a Loan Request in accordance with this Section 2.03, the Administrative Agent shall advise each Revolving Lender
of the details thereof and of the amount of such Revolving Lender’s Loan to be made as part of the requested Loan.


Section 2.04.Funding of Loans.


(a)       Each
Revolving Lender shall make each Revolving Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately
available funds by 3:00 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 Loans available to the Borrower by promptly crediting the amounts so received,
in like funds, to an account designated by the Borrower in the applicable Loan Request; provided that ABR 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 Loan (or, with respect to any ABR
Loan made on same-day notice, prior to 12:30 p.m., New York City time, on the date of such Loan) that such Lender will not make available
to the Administrative Agent such Lender’s share of such Loan, the Administrative Agent may assume that such Lender has made such
share available on such date in accordance with paragraph (a) 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 Loan 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,






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at (i) in the case of such Lender, the greater of the
Federal Funds 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 Loan. If such Lender pays such amount to the Administrative
Agent, then such amount shall constitute such Lender’s Loan included in such Loan and the Borrower shall not be obligated to repay
such amount pursuant to the preceding sentence if not previously repaid.


Section 2.05.Interest Elections.


(a)       The
Borrower may elect from time to time to (i) convert ABR Loans to SOFR Loans, (ii) convert SOFR Loans to ABR Loans, provided that any such
conversion of SOFR Loans may be made only on the last day of an Interest Period with respect thereto or (iii) continue any SOFR 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 or by hand or facsimile delivery of a written Interest Election Request by the time that a Loan Request would be required under
Section 2.03(a) if the Borrower were requesting a Loan 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 substantially the same form as a Loan Request 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 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;


(iii)       whether
the resulting Borrowing is to be an ABR Borrowing or a SOFR Borrowing; and


 






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(iv)       if
the resulting Borrowing is a SOFR 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 SOFR 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 SOFR 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 a one month SOFR 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 SOFR Borrowing
and (ii) unless repaid, each SOFR Borrowing shall be converted to an ABR Borrowing at the end of the Interest Period applicable thereto.


Section 2.06.Limitation on SOFR Tranches.
Notwithstanding anything to the contrary in this Agreement, all borrowings, conversions and continuations of SOFR 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 SOFR Loans comprising each SOFR Tranche shall be equal to $1,000,000 or a whole multiple of $1,000,000 in excess
thereof and (b) no more than twenty SOFR Tranches shall be outstanding at any one time.


Section 2.07.Interest on Loans.


(a)       Subject
to the provisions of Section 2.08, each ABR Loan shall bear interest (computed on the basis of the actual number of days elapsed over
a year of 365 days or 366 days in a leap year) at a rate per annum equal to the ABR plus the Applicable Margin.


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


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






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(d)       In
connection with the use or administration of Term SOFR, the Administrative Agent will have the right, subject to the consent of the Borrower,
to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments
implementing such Conforming Changes entered into by the Administrative Agent and the Borrower will become effective without any further
action or consent of any other party to this Agreement or any other Loan Document. The Administrative Agent will promptly notify the Borrower
and the Lenders of the effectiveness of any Conforming Changes in connection with the use or administration of Term SOFR.


(e)       Interest
Rate Limitation. Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed to be paid under
the Loan Documents shall not exceed the maximum rate of non-usurious interest permitted by applicable Law (the “Maximum Rate”).
If the Administrative Agent or any Lender shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall
be applied to the principal of the Loans or, if it exceeds such unpaid principal, refunded to the Borrower. In determining whether the
interest contracted for, charged, or received by the Administrative Agent or a Lender exceeds the Maximum Rate, such Person may, to the
extent permitted by applicable Law, (a) characterize any payment that is not principal as an expense, fee, or premium rather than interest,
(b) exclude voluntary prepayments and the effects thereof and (c) amortize, prorate, allocate, and spread in equal or unequal parts the
total amount of interest throughout the contemplated term of the Obligations hereunder.


Section 2.08.Default Interest. If
the Borrower or any Guarantor, as the case may be, shall default in the payment of the principal of or interest on any Loan or in the
payment of any other amount becoming due hereunder (including, without limitation, the reimbursement pursuant to Section 2.02(e) of any
LC Disbursements), whether at stated maturity, by acceleration or otherwise, the Borrower or such Guarantor, as the case may be, shall
on written demand of the Administrative Agent 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 360 days or, when the ABR is applicable, a year of 365 days or 366 days in a leap year) equal
to (a) with respect to the principal amount of any Loan, the rate then applicable for such Borrowings plus 2.0%, and (b) in the case of
all other amounts, the rate applicable for ABR Loans plus 2.0%.


Section 2.09.[Reserved].


Section 2.10.Repayment of Loans; Evidence
of Debt.


 






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(a)       The
Borrower hereby unconditionally promises to pay to the Administrative Agent for the ratable account of each Revolving Lender the then
unpaid principal amount of each Revolving Loan then outstanding on the Revolving Facility 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 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 in which it shall record (i) the amount of each Loan made hereunder, 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 and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of
the Lenders 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 2.10 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 Loans in accordance with
the terms of this Agreement.


(e)       Any
Lender may request that Loans made by it be evidenced by a promissory note. In such event, the Borrower shall promptly execute and deliver
to such Lender a promissory note payable to such Lender and its registered assigns in a form furnished by the Administrative Agent and
reasonably acceptable to the Borrower. Thereafter, the 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 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 a Total Revolving Commitment (subject to compliance with Section 2.12(e)), or from time
to time in part permanently reduce the Unused Total Revolving Commitment; provided that each such notice shall only 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 shall be in the principal amount not less
than $1,000,000 and in an integral multiple of $1,000,000. Simultaneously with each reduction or termination of the Revolving Commitment,
the Borrower shall (i) pay to the Administrative Agent for the account of each Revolving Lender the Commitment Fee accrued and unpaid
on the amount of the Revolving Commitment of such Revolving Lender so terminated or reduced through the date thereof and






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(ii) any outstanding
Letters of Credit issued by an Issuing Lender that results in the amount of such Issuing Lender’s Revolving Extensions of Credit
then outstanding to exceed the Revolving Commitment (as so reduced) of such Revolving Lender shall be reduced and cancelled (or Cash Collateralized
in accordance with Section 2.02(j)) as necessary to ensure the portion (if any) thereof outstanding and not Cash Collateralized does not
exceed such Issuing Lender’s Revolving Commitment (as so reduced). Any reduction of the Unused Total Revolving Commitment pursuant
to this Section 2.11 shall be applied to reduce the Revolving Commitments of each Revolving Lender on a pro rata basis.


Section 2.12.Mandatory Prepayment of
Loans; Commitment Termination; Change of Control Offer.


(a)       Within
five (5) Business Days of the Borrower or any of its Subsidiaries receiving any Net Proceeds as a result of a Collateral Sale or a Recovery
Event in respect of Collateral (other than Non-Core Fleet Equipment), if the Borrower shall not be in compliance with Section 6.09(a)
on the date such Net Proceeds are received, the Borrower shall deposit cash in an amount (the “Net Proceeds Amount”)
equal to the amount of such received Net Proceeds (solely to the extent necessary to maintain compliance with Section 6.09(a)) into the
Collateral Proceeds Account that is maintained with the Administrative Agent for such purpose and subject to an Account Control Agreement
and thereafter such Net Proceeds Amount shall be applied (to the extent not otherwise applied pursuant to the immediately succeeding proviso
and solely to the extent the Borrower is not in compliance with Section 6.09(a)) in accordance with the requirements of Section 2.12(c);
provided that (i) the Borrower may use such Net Proceeds Amount to replace with Qualified Replacement Assets or, solely in the
case of any Net Proceeds Amount in respect of any Recovery Event, repair the assets which are the subject of such Recovery Event or Collateral
Sale within 365 days after such deposit is made, (ii) all such Net Proceeds Amounts shall be subject to release as provided in Section
6.09(c) or, at the option of the Borrower at any time, may be applied in accordance with the requirements of Section 2.12(c), and (iii)
upon the occurrence of an Event of Default, the amount of any such deposit may be applied by the Administrative Agent in accordance with
Section 2.12(c); provided further that any release of any Net Proceeds Amount pursuant to clause (ii) of this Section 2.12(a) shall
be conditioned on the Borrower being in compliance with Section 6.09(a) after giving effect thereto (it being understood that the failure
to be in compliance with Section 6.09(a) shall not prevent the release of any Net Proceeds Amount in connection with any repair or replacement
of assets permitted hereunder so long as no decrease in the Collateral Coverage Ratio will result therefrom).


(b)       The
Borrower shall prepay the Revolving Loans (without any corresponding reduction in Revolving Commitments) when and in an amount necessary
to comply with Section 6.09.






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(c)       Amounts
required to be applied to the prepayment of Loans pursuant to Section 2.12(a) and (b) shall be applied to prepay the outstanding Revolving
Loans (and to provide Cash Collateralization for the outstanding LC Exposure following the repayment of all outstanding Revolving Loans)
in an amount necessary to comply with Section 6.09, in each case as directed by the Borrower. Such prepayments of Revolving Loans (and
Cash Collateralization of the outstanding LC Exposure) shall not result in a corresponding permanent reduction in the Revolving Commitments.
Any Cash Collateralization of outstanding LC Exposure shall be consummated in accordance with Section 2.02(j). The application of any
prepayment pursuant to this Section 2.12 shall be made, first, to ABR Loans and, second, to SOFR Loans.


(d)       If
at any time the Total Revolving Extensions of Credit for any reason exceed the Total Revolving Commitment at such time, the Borrower shall
prepay Revolving Loans 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, the Total Revolving Extensions of Credit exceed the Total Revolving Commitment then in effect, the
Borrower shall Cash Collateralize outstanding Letters of Credit to the extent of such excess.


(e)       Upon
the Revolving Facility 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, comply with Section 2.02(j) in accordance therewith.


(f)       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 accrued and unpaid Fees and any losses, costs and expenses, as more fully described in
Sections 2.15 hereof.


(g)       Unless
otherwise prepaid in accordance with Section 2.12 or 2.13 hereof, and subject to the next sentence, upon the occurrence of a Change of
Control, each Lender shall have the right to require the Borrower to prepay all or part of such Lender’s Loans at a prepayment price
equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of prepayment, to discharge all or
part of such Lender’s LC Exposure (if any) and to terminate all or part of such Lender’s unused Revolving Commitment in accordance
with this Section 2.12. Notwithstanding the foregoing, the Borrower shall not be required to make a Change of Control Offer upon the occurrence
of a Change of Control if, upon direction of the Borrower, a third party makes the Change of Control Offer in the manner, at the times
and otherwise in compliance with the requirements set forth in this Section 2.12(g) applicable to a Change of Control Offer made by the
Borrower and purchases all Loans validly surrendered and not withdrawn under such Change of Control Offer and the Borrower otherwise complies
with this Section 2.12(g).


 






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(i)       Within
30 days following the occurrence of any Change of Control, the Borrower shall provide a written notice to the Administrative Agent and
each Lender containing the following information (such notice, a “Change of Control Offer”):


(A)       that
a Change of Control has occurred and that such Lender has the right to require Borrower to repay such Lender’s Loans at a prepayment
price in cash equal to 100% of the principal amount thereof, plus accrued and unpaid interest to the date of purchase, to discharge its
LC Exposure by Cash Collateralizing such LC Exposure and to terminate such Lender’s unused Revolving Commitment;


(B)       the
date of prepayment, LC Exposure discharge and unused Revolving Commitment termination (the “Prepayment Date”) (which
shall be no earlier than 30 days nor later than 60 days from the date such notice is mailed); and


(C)       a
statement that any Lender wishing to have its Loans repaid, LC Exposure discharged and unused Revolving Commitment terminated pursuant
to such Change of Control Offer must comply with Section 2.12(g)(ii).


A Change of Control Offer may be made in advance of a Change
of Control, and conditioned upon such Change of Control occurring, if a definitive agreement is in place for the Change of Control at
the time of making the Change of Control Offer.


(ii)       In
order to accept any Change of Control Offer, a Lender shall notify the Administrative Agent in writing at its address for notices contained
in this Agreement prior to 12:00 noon, New York time, on the Business Day next preceding the Prepayment Date with respect to such Change
of Control Offer (the “Election Time”) of such Lender’s election to require the Borrower to prepay all or a specified
portion of such Lender’s Loans, to discharge all or a specified portion of such Lender’s LC Exposure and to terminate all
or a specified portion of such Lender’s unused Revolving Commitment pursuant to such Change of Control Offer (which, in the case
of any election to require less than all of such Lender’s Loans to be prepaid, less than all of such Lender’s LC Exposure
to be discharged and less than all such Lender’s unused Revolving Commitment to be terminated in such Change of Control Offer, shall
be, taken together, in a minimum principal amount of $5,000,000 or an integral multiple of $1,000,000 in excess thereof) and the principal
amount of such Lender’s Loans to be prepaid, the amount of such Lender’s LC Exposure to be discharged and the amount of such
Lender’s unused Revolving Commitment to be terminated each shall be in the same proportion of such Lender’s total Loans, total
LC Exposure and total unused Revolving Commitment, respectively), and shall specify the amount of such Lender’s Loans which such
Lender requests be prepaid, amount of such Lender’s LC Exposure which such Lender requests be discharged and amount of unused Revolving
Commitment to be terminated in such Change of Control Offer.


 






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In order to validly withdraw any election with respect to any Put Exposure
in any Change of Control Offer, the Lender holding such Put Exposure shall notify the Administrative Agent in writing at its address for
notices contained in this Agreement prior to the Election Time of such Lender’s election to withdraw such Put Exposure from such
Change of Control Offer, which notification shall include a copy of such Lender’s previous notification electing to have its Put
Exposure prepaid, discharged or terminated in such Change of Control Offer and shall state that such election is withdrawn. All such prepayments
of such Lender’s Loans and discharge of such Lender’s LC Exposure shall automatically result in a corresponding permanent
reduction in such Lender’s Revolving Commitments. The Administrative Agent shall from time to time, upon request by the Borrower,
advise the Borrower of the amount of Put Exposure with respect to any Change of Control Offer.


(iii)       If
as of the Election Time there is any Put Exposure as to which the election to accept the Change of Control Offer has not been withdrawn
pursuant to Section 2.12(g)(ii), prior to 1:00 p.m., New York City time, on the Prepayment Date the Borrower shall pay to the Administrative
Agent the aggregate amount payable with respect to such Put Exposure pursuant to Section 2.12(g)(i)(A). The Administrative Agent
shall apply such funds to repay the Loans included in such Put Exposure and to Cash-Collateralize the LC Exposure included in the Put
Exposure. In addition, the Administrative Agent shall recalculate the Revolving Commitment Percentage of each Lender after giving effect
to such Change of Control Offer and give written notice thereof to the Borrower and each Lender.


Section 2.13.Optional Prepayment of Loans.


(a)       The
Borrower shall have the right, at any time and from time to time, to prepay any Loans, in whole or in part, (i) with respect to SOFR Loans,
upon (A) telephonic notice (followed promptly by written or facsimile notice) or (B) written or facsimile notice, in any case 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 Loans,
upon written or facsimile notice received by 1:00 p.m., New York City time, one Business Day prior to the proposed date of prepayment;
provided that ABR 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 $1,000,000 and in integral multiples of $1,000,000 in the case of SOFR Loans and integral multiples of $100,000 in the case of ABR
Loans, (B) no prepayment of SOFR 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 SOFR Tranche shall result in the aggregate principal amount of the SOFR Loans remaining outstanding pursuant to such SOFR Tranche
being less than $1,000,000.






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(b)       Any
prepayments under Section 2.13(a) shall be applied to repay the outstanding Revolving Loans of the Revolving Lenders (without any reduction
in the Total Revolving Commitment) as the Borrower shall specify until all Revolving Loans shall have been paid in full (plus any accrued
but unpaid interest and fees thereon). 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 Section 2.15 hereof.


(c)       Each
notice of prepayment shall specify the prepayment date, the principal amount of the Loans to be prepaid and, in the case of SOFR Loans,
the Borrowing or Borrowings pursuant to which made, shall be irrevocable and shall commit the Borrower to prepay such 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 of the principal amount of the 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)       impose,
modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits
with or for the account of, or credit extended by, any Lender or Issuing Lender (except any such reserve requirement subject to Section
2.14(c)); or


(ii)       impose
on any Lender or Issuing Lender or the London interbank market any other condition, cost or expense (other than Taxes) affecting this
Agreement or SOFR Loans made by such Lender or any Letter of Credit issued hereunder;


and the result of any of the foregoing shall be to increase the
cost to such Lender of making, converting into, continuing or maintaining any SOFR Loan (or of maintaining its obligation to make any
such Loan) or to increase the cost to such Issuing Lender of 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 with respect to any SOFR Loan or Letter of Credit (whether of principal,
interest or otherwise), then, upon the request of such Lender or Issuing Lender, 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.






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(b)       If
any Lender or Issuing Lender reasonably determines in good faith that any Change in Law affecting such Lender or Issuing Lender or such
Lender’s or Issuing Lender’s holding company 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 SOFR Loans made 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), 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)       [Reserved.]


(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) or (b) of this Section 2.14 and the basis for calculating such
amount or amounts shall be delivered to the Borrower and shall be prima facie evidence of the amount due. The Borrower shall pay
such Lender or Issuing Lender, as the case may be, the amount due within fifteen (15) days after receipt of such certificate.


(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 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 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.


 






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(f)       The
Borrower shall not be required to make payments under this Section 2.14 to any Lender or Issuing Lender if (A) a claim hereunder arises
solely through circumstances peculiar to such Lender or Issuing Lender and which do not affect commercial banks in the jurisdiction of
organization of such Lender or Issuing Lender generally, (B) the claim arises out of a voluntary relocation by such Lender or Issuing
Lender of its applicable Lending Office (it being understood that any such relocation effected pursuant to Section 2.18 is not “voluntary”),
or (C) such Lender or Issuing Lender is not seeking similar compensation for such costs to which it is entitled from its borrowers generally
in commercial loans of a similar size.


(g)       Notwithstanding
anything herein to the contrary, regulations, requests, rules, guidelines or directives implemented after the Second Restatement Effective
Date pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act shall be deemed to be a Change in Law; provided however,
that 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 such Change in Law 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.
In the event of (a) the payment of any principal of any SOFR 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) the failure to borrow, convert, continue or prepay
any SOFR Loan on the date specified in any notice delivered pursuant hereto, or (c) the assignment (or reallocation) of any SOFR 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,
2.27(d) or 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 sustained by such Lender attributable to such event. A certificate of any Lender setting forth any amount or amounts (and
the basis for requesting such 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 prima facie evidence of the amount due. The Borrower shall pay such Lender the amount due within fifteen
(15) days after receipt of such certificate.


Section 2.16.Taxes.


(a)       Any
and all payments by or on account of any Obligation of the Borrower or any Guarantor 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 Taxes
or Other Taxes are required to be withheld from any amounts payable to the Administrative Agent, any Lender or any Issuing Lender, as
determined in good faith by the applicable Withholding Agent, then (i) the sum payable by the Borrower or applicable Guarantor shall be
increased as necessary so that after making all required deductions for any Indemnified Taxes or Other Taxes (including deductions for
any Indemnified Taxes or Other Taxes applicable to additional sums payable under this Section 2.16), the Administrative Agent, Lender,
Issuing Lender or any other recipient of such payments (as the case may be) 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, the Borrower or any Guarantor, as applicable, shall pay any Other Taxes to the relevant Governmental Authority in accordance
with applicable law.


(c)       The
Borrower shall indemnify the Administrative Agent, each Lender and each Issuing Lender, within ten (10) days after written demand therefor,
for the full amount of any Indemnified Taxes or Other Taxes paid by or on behalf of or withheld or deducted from payments owing to the
Administrative Agent, such Lender or such Issuing Lender, as the case may be, on or with respect to any payment by or on account of any
obligation of the Borrower or any Guarantor 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. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender
or Issuing Lender, 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, 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 shall, within ten (10) days after written demand therefor, indemnify the Administrative Agent (to the extent the Administrative
Agent has not been reimbursed by the Borrower) for the full amount of any Taxes imposed by any Governmental Authority that are attributable
to such Lender and that are payable or paid by the Administrative Agent, together with all interest, penalties, reasonable costs and expenses
arising therefrom or with respect thereto, as determined by the Administrative Agent in good faith. A certificate as to the amount of
such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error.


(f)       Any
Foreign Lender that is entitled to an exemption from or reduction of withholding tax under the law of the jurisdiction in which the Borrower
is located, or any treaty to which such jurisdiction is a party, with respect to payments under this Agreement shall deliver to the Borrower
(with a copy to the Administrative Agent), at the time or times prescribed by applicable law and as reasonably requested by the Borrower,
such properly completed and executed documentation prescribed by applicable law or requested by the Borrower as will 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.


 






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(g)       (1)
Without limiting the generality of the foregoing, each Foreign Lender shall deliver to the Borrower and the Administrative Agent on or
prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter when the previously
delivered certificates and/or forms expire, or upon request of the Borrower or the Administrative Agent) whichever of the following is
applicable:


(i)       two
(2) duly executed originals of Internal Revenue Service Form W-8BEN or W-8BEN-E (as applicable), claiming eligibility for benefits of
an income tax treaty to which the United States of America is a party,


(ii)       two
(2) duly executed originals of Internal Revenue Service Form W-8ECI,


(iii)       two
(2) duly executed originals of Internal Revenue Service Form W-8IMY, together with applicable attachments,


(iv)       in
the case of a Foreign Lender claiming the benefits of exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate
to the effect that 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, (C) a “controlled foreign corporation”
described in Section 881(c)(3)(C) of the Code or (D) conducting a trade or business in the United States with which the relevant interest
payments are effectively connected and (y) two (2) duly executed originals of the Internal Revenue Service Form W-8BEN or W-8BEN-E (as
applicable), or


(v)       any
other form prescribed by applicable law as a basis for claiming exemption from or a reduction in United States federal withholding tax
and reasonably requested by the Borrower or the Administrative Agent to permit the Borrower to determine the withholding or required deduction
to be made.


A Foreign Lender shall not be required to deliver any form or statement
pursuant to this Section 2.16(g) that such Foreign Lender is not legally able to deliver.


(2)       Any
Lender that is a “United States Person” (as such term is defined in Section 7701(a)(30) of the Code) shall deliver to the
Administrative Agent and the Borrower, on or prior to the date on which such Lender becomes a party to this Agreement (and from time to
time thereafter when the previously delivered certificates and/or forms expire, or upon request of the Borrower or the Administrative
Agent), two (2) copies of Internal Revenue Service Form W-9 (or any successor form), properly completed and duly executed by such Lender,
certifying that such Lender is entitled to an exemption from United States backup withholding tax.






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(3)       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.











(h)       If
the Administrative Agent or a Lender determines, in its sole discretion, that it has received a refund of any Taxes or Other Taxes from
the Governmental Authority to which such Taxes or Other Taxes were paid and as to which it has been indemnified by the Borrower or a Guarantor
or with respect to which the Borrower or a Guarantor has paid additional amounts pursuant to this Section 2.16, it shall pay over such
refund to the Borrower or such Guarantor (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower
or such Guarantor under this Section 2.16 with respect to the Taxes or Other 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 or such Guarantor, upon the request of the Administrative Agent or such Lender, agrees to repay the amount paid over
to the Borrower or such Guarantor (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 such Lender in a less favorable net after-Tax position than the Administrative Agent or such 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 388 Greenwich Street, New
York, NY 10013, 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 U.S. Dollars.


(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 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, unreimbursed LC Disbursements, Designated
Banking Product Obligations constituting Obligations and Designated Hedging Obligations constituting Obligations then due to such parties.
Excluded Swap Obligations with respect to any Guarantor shall not be paid with amounts received from such Guarantor or its assets, but
appropriate adjustment shall be made with respect to payments from the Borrower or other Guarantors to preserve the allocations to Obligations
otherwise set forth above in this Section 2.17(b).


(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.






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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 Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank
compensation.


(d)       If
any Lender shall fail to make any payment required to be made by it pursuant to Section 2.04(a), 2.04(b), 8.04 or 10.04(d), 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.


Section 2.18.Mitigation Obligations;
Replacement of Lenders.


(a)       If
the Borrower is required to pay any additional amount 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 Loans hereunder, to assign its rights and obligations hereunder to another of its offices, branches
or affiliates, to file any certificate or document reasonably requested by the Borrower or to take other reasonable measures, if, in the
judgment of such Lender, such designation, assignment, filing or other measures (i) would eliminate or reduce amounts payable pursuant
to Section 2.14 or 2.16, as the case may be, and (ii) would not subject such Lender to any unreimbursed cost or expense and would
not otherwise be 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. Nothing in this Section 2.18 shall affect or postpone any of the obligations of
the Borrower or the rights of any Lender pursuant to Section 2.14 or 2.16.


(b)       If,
after the Second Restatement Effective Date, 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 if any Lender
becomes a Defaulting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative
Agent, (i) terminate such Lender’s Revolving Commitment, prepay such Lender’s outstanding Loans and provide Cash Collateralization
for such Lender’s LC Exposure or (ii) require such Lender to assign, 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), in any case as of a Business Day specified
in such notice from the Borrower; 






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provided that (i) such terminated or assigning Lender shall have received payment of an amount
equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts due, owing and payable to
it hereunder at the time of such termination or assignment, from the assignee (to the extent of such outstanding principal and accrued
interest and fees in the case of an assignment) or the Borrower (in the case of all other amounts) and (ii) in the case of an assignment
due to payments required to be made pursuant to Section 2.16, such assignment will result in a reduction in such compensation or payments.


Section 2.19.Certain Fees. The Borrower
shall pay to the Administrative Agent the Fees set forth in that certain Administrative Agent Fee Letter, dated April 4, 2017, between
the Administrative Agent and the Borrower, at the times set forth therein.


Section 2.20.Commitment Fee and Upfront
Fee. (a) The Borrower shall pay to the Administrative Agent for the accounts of the Revolving Lenders a commitment fee (the “Commitment
Fee”) for the period commencing on the Second Restatement Effective Date to the Revolving Facility Termination Date with respect
to the applicable Revolving Commitments or the earlier date of termination of the applicable Revolving Commitment, computed (on the basis
of the actual number of days elapsed over a year of 360 days) at the Commitment Fee Rate on the average daily Unused Total Revolving Commitment.
Such Commitment Fee, to the extent then accrued, shall be payable quarterly in arrears (a) on the last Business Day of each March, June,
September and December, (b) on the Revolving Facility Termination Date with respect to the applicable Revolving Commitments, and (c) as
provided in Section 2.11 hereof, upon any reduction or termination in whole or in part of the Total Revolving Commitment.


(b)       The
Borrower shall pay on the Second Restatement Effective Date to each Lender as of such date, an upfront fee in an amount as set forth in
a separate Fee Letter entered into by the Borrower with such Lender on or prior to the Second Restatement Effective Date (such upfront
fees, the “Upfront Fees”).


Section 2.21.Letter of Credit Fees.
The Borrower shall pay with respect to each Letter of Credit (i) to the Administrative Agent for the account of the applicable Issuing
Lender a fee calculated (on the basis of the actual number of days elapsed over a year of 360 days) at the per annum rate equal to the
Applicable Margin then in effect with respect to SOFR Loans under the Revolving Facility on the daily average LC Exposure (excluding any
portion thereof attributable to unreimbursed LC Disbursements) with respect to such Letter of Credit and (ii) to each Issuing Lender (with
respect to each Letter of Credit issued by it), such Issuing Lender’s customary and reasonable fees as may be agreed by the Issuing
Lender and the Borrower 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, up to a maximum amount of $1,000 per annum per Letter of Credit, 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.






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Accrued fees described in this paragraph in respect of each
Letter of Credit shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December and
on the Revolving Facility Termination Date with respect to the applicable Revolving Commitments. So long as no Event of Default has occurred,
fees accruing on any Letter of Credit outstanding after the applicable Revolving Facility Termination Date shall be payable quarterly
in the manner described in the immediately preceding sentence and on the date of expiration or termination of any such Letter of Credit.


Section 2.22.Nature of Fees. All
Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent, as provided herein and in the Fee Letters
described in Section 2.19 and Section 2.20. Once paid, none of the Fees shall be refundable under any circumstances.


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) are 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 or any Guarantor against any and all of any such overdue amounts owing 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 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(d) 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 Revolving 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
agrees promptly to notify the Borrower and the Administrative Agent after any such set-off and application made by such Lender (or any
of such banking Affiliates) and the Administrative Agent agrees promptly to notify the Borrower after any such set-off and application
made by it (or any of its 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.






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Section 2.24.Security Interest in Letter
of Credit Account. The Borrower hereby pledges to the Administrative Agent, for its benefit and for the benefit of the other Secured
Parties, and hereby grants to the Administrative Agent, for its benefit and for the benefit of the other Secured Parties, a first priority
security interest, senior to all other Liens, if any, in all of the Borrower’s right, title and interest in and to the Letter of
Credit Account, any direct investment of the funds contained therein and any proceeds thereof. Cash held in the Letter of Credit Account
shall not be available for use by the Borrower, and shall be released to the Borrower only as described in Section 2.02(j).


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.


Section 2.26.Defaulting Lenders.


(a)       If
at any time any Lender becomes a Defaulting Lender, then the Borrower may, on ten (10) Business Days’ prior written notice to the
Administrative Agent and such Lender, replace such Lender by causing such Lender to (and such Lender shall be obligated to) assign pursuant
to Section 10.02(b) (with the assignment fee to be waived in such instance and subject to any consents required by such Section) all of
its rights and obligations under this Agreement to one or more assignees; provided that neither the Administrative Agent nor any
Lender shall have any obligation to the Borrower to find a replacement Lender or other such Person.


(b)       Any
Lender being replaced pursuant to Section 2.26(a) shall (i) execute and deliver an Assignment and Acceptance with respect to such Lender’s
outstanding Commitments and Loans, and (ii) deliver any documentation evidencing such Loans to the Borrower or the Administrative Agent.
Pursuant to such Assignment and Acceptance, (A) the assignee Lender shall acquire all or a portion, as specified by the Borrower and such
assignee, of the assigning Lender’s outstanding Commitments and Loans, (B) all obligations of the Borrower owing to the assigning
Lender relating to the Commitments and Loans so assigned shall be paid in full by the assignee Lender to such assigning Lender concurrently
with such Assignment and Acceptance (including, without limitation, any amounts owed under Section 2.15 due to such replacement occurring
on a day other than the last day of an Interest Period), and (C) upon such payment and, if so requested by the assignee Lender, delivery
to the assignee Lender of the appropriate documentation executed by the Borrower in connection with previous Borrowings, the assignee
Lender shall become a Lender hereunder and the assigning Lender shall cease to constitute a Lender hereunder with respect to such assigned
Commitments and Loans, except with respect to indemnification provisions under this Agreement, which shall survive as to such assigning
Lender; provided that an assignment contemplated by this Section 2.26(b) shall become effective notwithstanding the failure by
the Lender being replaced to deliver the Assignment and Acceptance contemplated by this Section 2.26(b), so long as the other actions
specified in this Section 2.26(b) shall have been taken.






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(c)       Anything
herein to the contrary notwithstanding, if a Revolving Lender becomes, and during the period it remains, a Defaulting Lender, during such
period, such Defaulting Lender shall not be entitled to any fees accruing during such period pursuant to Section 2.20 (without prejudice
to the rights of the Non-Defaulting Lenders in respect of such fees).


(d)       Any
amount paid by the Borrower or otherwise received by the Administrative Agent for the account of a Defaulting Lender 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 Revolving Commitments and payment in full of all obligations of the Borrower hereunder 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,


second, to the payment of the default
interest and then current interest due and payable to the Revolving Lenders which are Non-Defaulting Lenders hereunder, ratably among
them in accordance with the amounts of such interest then due and payable to them,


third, to the payment of fees then
due and payable to the Non-Defaulting Lenders hereunder, ratably among them in accordance with the amounts of such fees then due and payable
to them,


fourth, to the ratable payment
of other amounts then due and payable to the Non-Defaulting Lenders, and


fifth, after the termination of
the Revolving Commitments and payment in full of all obligations of the Borrower hereunder, to pay amounts owing under this Agreement
to such Defaulting Lender or as a court of competent jurisdiction may otherwise direct.


(e)       The
Borrower may terminate the unused amount of the Commitment of any Lender that is a Defaulting Lender upon not less than ten (10) Business
Days’ prior notice to the Administrative Agent (which shall promptly notify the Revolving Lenders thereof), and in such event the
provisions of Section 2.26(d) will apply to all amounts thereafter paid by the Borrower for the account of such Defaulting Lender under
this Agreement (whether on account of principal, interest, fees, indemnity or other amounts), provided that (i) no Event of Default shall
have occurred and be continuing and (ii) such termination shall not be deemed to be a waiver or release of any claim the Borrower, the
Administrative Agent, or any Lender may have against such Defaulting Lender.


 






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(f)       If
the Borrower and the Administrative Agent agree in writing that a Revolving Lender that is a Defaulting Lender should no longer be deemed
to be a Defaulting Lender, the Administrative Agent will so notify the Revolving Lenders, whereupon as of the effective date specified
in such notice and subject to any conditions set forth therein, such Revolving Lender shall purchase at par such portions of outstanding
Revolving Loans of the other Revolving Lenders, and/or make such other adjustments, as the Administrative Agent may determine to be necessary
to cause the Revolving Lenders to hold Revolving Loans on a pro rata basis in accordance with their respective Revolving Commitments,
whereupon such Revolving Lender shall cease to be a Defaulting Lender and will be a Non-Defaulting Lender; provided that no adjustments
shall be made retroactively with respect to fees accrued while such Revolving 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 Revolving 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.Increase in Commitment.


(a)       Borrowing
Request. The Borrower may by written notice to the Administrative Agent request, prior to the then latest Revolving Facility Maturity
Date, an increase to the existing Revolving Commitments; provided that after giving effect to such increase, the Total Revolving Commitments
shall not exceed $850,000,000. Such notice shall specify (i) the date (each, an “Increase Effective Date”) on which
the Borrower proposes that the increased Commitments shall be effective, which shall be a date not less than 10 Business Days after the
date on which such notice is delivered to the Administrative Agent and (ii) the identity of each Eligible Assignee to whom the Borrower
proposes any portion of such increased Commitments be allocated (each, a “New Lender”) and the amounts of such allocations;
provided that any existing Lender approached to provide all or a portion of the increased Commitments may elect or decline, in
its sole discretion, to provide such increased Commitment.


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






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(i)       each
of the conditions set forth in Section 4.02 shall be satisfied on or prior to such Increase Effective Date;


(ii)       no
Event of Default shall have occurred and be continuing or would result from giving effect to the increased Commitments on such Increase
Effective Date;


(iii)       after
giving pro forma effect to the increased Commitments to be made on such Increase Effective Date, the Borrower shall be in pro forma compliance
with the covenant set forth in Section 6.09(a); and


(iv)       the
Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by the Administrative Agent
in connection with any such transaction.


(c)       Terms
of Revolving Loans and Commitments. The terms and provisions of Revolving Loans made pursuant to the increased Commitments shall be
identical to the Revolving Loans. The increased Commitments shall be effected by a joinder agreement (the “Increase Joinder”)
executed by the Borrower, the Administrative Agent and each Lender making such increased Commitment, in form and substance 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 2.27. In addition, unless otherwise specifically provided herein, all references in the Loan Documents to Revolving Loans shall
be deemed, unless the context otherwise requires, to include references to Revolving Loans made pursuant to any increased Revolving Commitments
made pursuant to this Agreement.


(d)       Adjustment
of Revolving Loans. Each of the existing Revolving Lenders shall assign to each of the applicable New Lenders, and each of the New
Lenders shall purchase from each of the existing Revolving Lenders, at the principal amount thereof (together with accrued interest),
such interests in the Revolving Loans outstanding on such Increase Effective Date as shall be necessary in order that, after giving effect
to all such assignments and purchases, such Revolving Loans will be held by the existing Lenders and New Lenders ratably in accordance
with their Revolving Commitments after giving effect to the increased Revolving Commitments on such Increase Effective Date; provided
that no such reallocation shall result in any Issuing Lender having Revolving Extensions of Credit greater than its Revolving Commitment.
If there is a new Borrowing of Revolving Loans on such Increase Effective Date, the Revolving Lenders after giving effect to such Increase
Effective Date shall make such Revolving Loans in accordance with Section 2.01(a). Any amounts owed under Section 2.15 due to a reallocation
of SOFR Loans pursuant to this Section 2.27(d) occurring on a day other than the last day of an Interest Period applicable thereto shall
be payable by the Borrower pursuant to Section 2.15.






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(e)       Equal
and Ratable Benefit. The Revolving Loans and Commitments established pursuant to this paragraph shall constitute Revolving Loans and
Commitments under, and shall be entitled to all the benefits afforded by, this Agreement and the other Loan Documents and shall, without
limiting the foregoing, benefit equally and ratably from the security interests created by the Collateral Documents.


Section 2.28.Extension of the Revolving
Facility.


(a)       Notwithstanding
anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time
to time by the Borrower to all Lenders holding Revolving Commitments with a like maturity date, on a pro rata basis (based on the aggregate
Revolving Commitments with a like maturity date) and on the same terms to each such Lender, the Borrower is hereby permitted to consummate
from time to time transactions with individual Lenders that accept the terms contained in such Extension Offers to extend the maturity
date of each such Lender’s Revolving Commitments and otherwise modify the terms of such Revolving Commitments pursuant to the terms
of the relevant Extension Offer (including, without limitation, by the changing interest rate or fees payable in respect of such Revolving
Commitments (and related outstandings)) (each, an “Extension”, and each group of Revolving Commitments, as so extended,
as well as the original Revolving Commitments not so extended, being a “tranche”, and any Extended Revolving Commitments
shall constitute a separate tranche of Revolving Commitments from the tranche of Revolving Commitments from which they were converted),
so long as the following terms are satisfied:


(i)        no
Default or Event of Default shall have occurred and be continuing at the time the offering document in respect of an Extension Offer is
delivered to the Lenders (the “Extension Offer Date”),


(ii)        except
as to interest rates, fees and final maturity (which shall be set forth in the relevant Extension Offer), the Revolving Commitment of
any Revolving Lender that agrees to an Extension with respect to such Revolving Commitment extended pursuant to an Extension (an “Extended
Revolving Commitment”), and the related outstandings, shall be a Revolving Commitment (or related outstandings, as the case
may be) with the same terms as the original Revolving Commitments (and related outstandings); provided that (1) the borrowing and
repayment (except for (A) payments of interest and fees at different rates on Extended Revolving Commitments (and related outstandings),
(B) repayments required upon the maturity date of the non-extending Revolving Commitments and (C) repayment made in connection with a
permanent repayment and termination of commitments) of Loans with respect to Extended Revolving Commitments after the applicable Extension
date shall be made on a pro rata basis with all other Revolving Commitments, (2) the permanent repayment of Revolving Loans with respect
to, and termination of, Extended Revolving Commitments after the applicable Extension date shall be made on a pro rata basis with all
other Revolving Commitments, except that the Borrower shall be permitted to permanently repay and terminate commitments of any such tranche
on a better than a pro rata basis as compared to any other tranche with a later maturity date than such tranche,






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(3) assignments and participations
of Extended Revolving Commitments and extended Revolving Loans shall be governed by the same assignment and participation provisions applicable
to Revolving Commitments and Revolving Loans and (4) at no time shall there be Revolving Commitments hereunder (including Extended Revolving
Commitments and any original Revolving Commitments) which have more than two different maturity dates,


(iii)        if
the aggregate principal amount of Revolving Commitments in respect of which Revolving Lenders shall have accepted the relevant Extension
Offer shall exceed the maximum aggregate principal amount of Revolving Commitments, as the case may be, offered to be extended by the
Borrower pursuant to such Extension Offer, then the Revolving Loans of such Revolving Lenders shall be extended ratably up to such maximum
amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Revolving Lenders
have accepted such Extension Offer,


(iv)        if
the aggregate principal amount of Revolving Commitments in respect of which Revolving Lenders shall have accepted the relevant Extension
Offer shall be less than the maximum aggregate principal amount of Revolving Commitments, as the case may be, offered to be extended by
the Borrower pursuant to such Extension Offer, then the Borrower may require each Revolving Lender that does not accept such Extension
Offer to assign pursuant to Section 10.02 no later than forty-five (45) days after the Extension Offer Date its pro rata share of the
outstanding Revolving Commitments and Revolving Loans offered to be extended pursuant to such Extension Offer to one or more assignees
which have agreed to such assignment and to extend the applicable Revolving Facility Maturity Date; provided that (1) each Revolving
Lender that does not respond affirmatively within thirty (30) days of the Extension Offer Date shall be deemed not to have accepted such
Extension Offer, (2) each assigning Revolving Lender shall have received payment of an amount equal to the outstanding principal of its
Revolving Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, 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), (3) the processing and
recordation fee specified in Section 10.02(b) shall be paid by the Borrower or such assignee and (4) the assigning Revolving Lender shall
continue to be entitled to the rights under Section 10.04 for any period prior to the effectiveness of such assignment,


(v)        all
documentation in respect of such Extension shall be consistent with the foregoing, and






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(vi)        any
applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower. For the avoidance of doubt, no Lender shall be
obligated to accept any Extension Offer.


(b)       With
respect to all Extensions consummated by the Borrower pursuant to this Section, (i) such Extensions shall not constitute voluntary or
mandatory payments or prepayments for purposes of Section 2.12 or Section 2.13 and (ii) each Extension Offer shall specify the minimum
amount of Revolving Commitments to be tendered, which shall be a minimum amount approved by the Administrative Agent (a “Minimum
Extension Condition”). The Administrative Agent and the Lenders hereby consent to the transactions contemplated by this Section
(including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Revolving Commitments on such
terms as may be set forth in the relevant Extension Offer) and hereby waive the requirements of any provision of this Agreement (including,
without limitation, Section 2.11, 2.12, 2.17 and 8.08) or any other Loan Document that may otherwise prohibit any such Extension or any
other transaction contemplated by this Section 2.28.


(c)       The
consent of the Administrative Agent shall be required to effectuate any Extension, such consent not to be unreasonably withheld. No consent
of any Lender shall be required to effectuate any Extension, other than the consent of each Lender agreeing to such Extension with respect
to one or more of its Revolving Commitments (or a portion thereof) (or, in the case of an Extension pursuant to clause (iv) of Section
2.28(a), the consent of the assignee agreeing to the assignment of one or more Revolving Commitments and/or Revolving Loans). All Extended
Revolving Commitments and all obligations in respect thereof shall be Obligations under this Agreement and the other Loan Documents that
are secured by the Collateral on a pari passu basis with all other applicable Obligations under this Agreement and the other Loan
Documents. The Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments to this Agreement and the other
Loan Documents (each, an “Extension Amendment”) with the Borrower as may be necessary in order to establish new tranches
or sub-tranches in respect of Revolving Commitments so extended and such technical amendments as may be necessary or appropriate in the
reasonable opinion of the Administrative Agent and the Borrower in connection with the establishment of such new tranches or sub-tranches,
in each case on terms consistent with this Section 2.28.


(d)       In
connection with any Extension, the Borrower shall provide the Administrative Agent at least five (5) Business Days (or such shorter period
as may be agreed by the Administrative Agent) prior written notice thereof, and shall agree to such procedures (including, without limitation,
regarding timing, rounding and other adjustments and to ensure reasonable administrative management of the credit facilities hereunder
after such Extension), if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably to
accomplish the purposes of this Section 2.28.






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Section 2.29.Benchmark Replacement Setting.


(a)       Benchmark
Replacement. Notwithstanding anything to the contrary herein or in any other Loan Document, upon the occurrence of a Benchmark Transition
Event, the Administrative Agent and the Borrower may amend this Agreement to replace the then-current Benchmark with a Benchmark Replacement.
Any such amendment with respect to a Benchmark Transition Event will become effective at 5:00 p.m. (New York City time) on the fifth (5th)
Business Day after the Administrative Agent has posted such proposed amendment to all affected Lenders and the Borrower so long as the
Administrative Agent has not received, by such time, written notice of objection to such amendment from Lenders comprising the Required
Lenders. No replacement of a Benchmark with a Benchmark Replacement pursuant to this Section 2.29(a)(i) will occur prior to the applicable
Benchmark Transition Start Date.


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


(c)       Notices;
Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders of (i) the
implementation of any Benchmark Replacement and (ii) the effectiveness of any Conforming Changes in connection with the use, administration,
adoption or implementation of a Benchmark Replacement. The Administrative Agent will notify the Borrower of (x) the removal or reinstatement
of any tenor of a Benchmark pursuant to Section 2.29(d) and (v) the commencement 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 2.29, 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 2.29.


(d)       Unavailability
of Tenor of Benchmark. 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 Reference 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 not or will
not be representative,






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then the Administrative Agent may modify the definition of “Interest Period” (or any similar or analogous
definition) 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 not or will not be representative
for a Benchmark (including a Benchmark Replacement), then the Administrative Agent may modify the definition of “Interest Period”
(or any similar or analogous definition) for all Benchmark settings at or after such time to reinstate such previously removed tenor.


(e)       Benchmark
Unavailability Period. Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, (i) the
Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of SOFR Loans to be made, converted or continued
during any Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have converted any such request into a request
for a Borrowing of or conversion to ABR Loans and (ii) any outstanding affected SOFR Loans will be deemed to have been converted to ABR
Loans at the end of the applicable Interest Period. During a Benchmark Unavailability Period or at any time that a tenor for the then-current
Benchmark is not an Available Tenor, the component of ABR based upon the then-current Benchmark or such tenor for such Benchmark, as applicable,
will not be used in any determination of ABR.


Section 2.30.Inability to Determine Rates.
Subject to Section 2.29, if, on or prior to the first day of any Interest Period for any SOFR Loan the Administrative Agent determines
(which determination shall be conclusive and binding absent manifest error) that “Term SOFR” cannot be determined pursuant
to the definition thereof, the Administrative Agent will promptly so notify the Borrower and each Lender.


Upon notice thereof by the Administrative Agent to the Borrower,
any obligation of the Lenders to make SOFR Loans, and any right of the Borrower to continue SOFR Loans or to convert ABR Loans to SOFR
Loans, shall be suspended (to the extent of the affected SOFR Loans or affected Interest Periods) until the Administrative Agent revokes
such notice. Upon receipt of such notice, (i) the Borrower may revoke any pending request for a borrowing of, conversion to or continuation
of SOFR Loans (to the extent of the affected SOFR Loans or affected Interest Periods) or, failing that, the Borrower will be deemed to
have converted any such request into a request for a Borrowing of or conversion to ABR Loans in the amount specified therein and (ii)
any outstanding affected SOFR Loans will be deemed to have been converted into ABR Loans at the end of the applicable Interest Period.
Upon any such conversion, the Borrower shall also pay accrued interest on the amount so converted, together with any additional amounts
required pursuant to Section 2.15. Subject to Section 2.29, if the Administrative Agent determines (which determination shall be conclusive
and binding absent manifest error) that “Term SOFR” cannot be determined pursuant to the definition thereof on any given day,
the interest rate on ABR Loans shall be determined by the Administrative Agent without reference to clause (c) of the definition of “ABR”
until the Administrative Agent revokes such determination.






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SECTION 3.



REPRESENTATIONS AND WARRANTIES


In order to induce the Lenders to make Loans and
issue Letters of Credit hereunder, the Borrower and each of the Guarantors jointly and severally represent and warrant as follows:


Section 3.01.Organization and Authority.
Each of the Borrower and the Guarantors (a) is duly organized, validly existing and in good standing (to the extent such concept is applicable
in the applicable jurisdiction) under the laws of the jurisdiction of its organization and is duly qualified and in good standing in each
other jurisdiction in which the failure to so qualify would have a Material Adverse Effect and (b) has the requisite corporate or limited
liability company power and authority to effect the Transactions, to own or lease and operate its properties and to conduct its business
as now or currently proposed to be conducted.


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 each of the Borrower and the Guarantors of each of the Loan Documents to which it is a party (a) are within
the respective corporate or limited liability company powers of each of the Borrower and the Guarantors, have been duly authorized by
all necessary corporate or limited liability company action, including the consent of shareholders or members where required, and do not
(i) contravene the charter, by-laws or limited liability company agreement (or equivalent documentation) of the Borrower or any of the
Guarantors, (ii) violate any applicable law (including, without limitation, the Securities Exchange Act of 1934) 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 or the Guarantors which would not reasonably be expected to have a Material Adverse Effect, (iii) conflict with or result
in a breach of, or constitute a default under, any material indenture, mortgage or deed of trust or any material lease, agreement or other
instrument binding on the Borrower or the Guarantors or any of their properties, which, in the aggregate, would reasonably be expected
to have a Material Adverse Effect,






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or (iv) result in or require the creation or imposition of any Lien upon any of the property of the
Borrower or any of the other Grantors other than the Liens granted pursuant to this Agreement or the other Loan Documents; 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) the filing of financing statements under the UCC, (ii) the filings and consents contemplated by the Collateral
Documents, (iii) approvals, consents and exemptions that have been obtained on or prior to the Second Restatement Effective Date and remain
in full force and effect, (iv) consents, approvals and exemptions that the failure to obtain in the aggregate would not be reasonably
expected to result in a Material Adverse Effect and (v) routine reporting obligations. Each Loan Document to which the Borrower or a Guarantor
is a party has been duly executed and delivered by the Borrower and each of the Guarantors party thereto. This Agreement and the other
Loan Documents to which the Borrower or any of the Guarantors is a party, each is a legal, valid and binding obligation of the Borrower
and each Guarantor party thereto, enforceable against the Borrower and the Guarantors, as the case may be, 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.


Section 3.04.Statements Made.


(a)       The
written information furnished by or on behalf of the Borrower to the Administrative Agent or any Lender in connection with the negotiation
of this Agreement (as modified or supplemented by other written information so furnished), together with the Annual Report on Form 10-K
for 2021 of the Borrower filed with the SEC and all Quarterly Reports on Form 10-Q or Current Reports on Form 8-K that have been filed
after December 31, 2021, by the Borrower, with the SEC (as amended), taken as a whole as of the Second Restatement Effective Date did
not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made therein not
misleading in light of the circumstances in which such information was provided; provided that, with respect to projections, estimates
or other forward-looking information the Borrower represents only that such information was prepared in good faith based upon assumptions
believed to be reasonable at the time.


(b)       The
Annual Report on Form 10-K of the Borrower most recently filed with the SEC, and each Quarterly Report on Form 10-Q and Current Report
on Form 8-K of the Borrower filed with the SEC subsequently and prior to the date that this representation and warranty is being made,
did not as of the date filed with the SEC (giving effect to any amendments thereof made prior to the date that this representation and
warranty is being made) contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the
statements made therein, in light of the circumstances under which they were made, not misleading.






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Section 3.05.Financial Statements; Material
Adverse Change.


(a)       The
audited consolidated financial statements of the Borrower and its Subsidiaries for the fiscal year ended December 31, 2021, included in
the Borrower’s Annual Report on Form 10-K for 2021 filed with the SEC, as amended, 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 such date and for such period.


(b)       Except
as disclosed in the Borrower’s Annual Report on Form 10-K for 2021 or any subsequent report filed by the Borrower on Form 10-Q or
Form 8-K with the SEC, since December 31, 2021, there has been no Material Adverse Change.


Section 3.06.Ownership of Subsidiaries.
As of the Second Restatement Effective Date, other than as set forth on Schedule 3.06, (a) each of the Persons listed on Schedule 3.06
is a wholly-owned, direct or indirect Subsidiary of the Borrower, and (b) the Borrower owns no other Subsidiaries (other than Immaterial
Subsidiaries), whether directly or indirectly.


Section 3.07.Liens. There are no
Liens of any nature whatsoever on any Collateral other than Permitted Liens.


Section 3.08.Use of Proceeds. The
proceeds of the Loans, and the Letters of Credit, shall be used for working capital or 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 Sections 2.19 and 2.20).


Section 3.09.Litigation and Compliance
with Laws.


(a)       Except
as disclosed in the Borrower’s Annual Report on Form 10-K for 2021 or any subsequent report filed by the Borrower on Form 10-Q or
Form 8-K with the SEC since December 31, 2021, there are no actions, suits, proceedings or investigations pending or, to the knowledge
of the Borrower or the Guarantors, threatened against the Borrower or the Guarantors or any of their respective properties (including
any properties or assets that constitute Collateral under the terms of the Loan Documents), before any court or governmental department,
commission, board, bureau, agency or instrumentality, domestic or foreign, that (i) are likely to have a Material Adverse Effect or (ii)
would 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 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,
the Borrower and each Guarantor to its knowledge is 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 its business and ownership of its property.






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Section 3.10.FAA Slot Utilization.
If Slots are included in the Collateral, except for matters which would not reasonably be expected to have a Material Adverse Effect,
the Borrower and the other Grantors, as applicable, are utilizing, or causing to be utilized, their respective Pledged Slots (except Pledged
Slots which are reasonably determined by the Borrower to be of de minimis value or surplus to the Borrower’s needs) in a
manner consistent in all material respects with applicable rules, regulations, laws and contracts in order to preserve both their respective
right to hold and operate the Pledged Slots, taking into account any waivers or other relief granted to the Borrower or any Guarantor
by the FAA, other applicable U.S. Governmental Authorities or U.S. Airport Authorities. Neither the Borrower nor any Guarantor has received
any written notice from the FAA, other applicable U.S. Governmental Authorities or U.S. Airport Authorities, or is otherwise aware of
any other event or circumstance, that would be reasonably likely to impair in any material respect its respective right to hold and operate
any Pledged Slot, except for any such impairment that, either individually or in the aggregate, would not reasonably be expected to have
a Material Adverse Effect.


Section 3.11.Margin Regulations; Investment
Company Act.


(a)       Neither
the Borrower nor any Guarantor is engaged, principally or as one of its important activities, in the business of purchasing or carrying
margin stock (within the meaning of Regulation U issued by the Board, “Margin Stock”), or extending credit for the
purpose of purchasing or carrying Margin Stock, and no proceeds of any Loans will be used to purchase or carry any Margin Stock or to
extend credit to others for the purpose of purchasing or carrying any Margin Stock in violation of Regulation U.


(b)       Neither
the Borrower nor any Guarantor is, or after the making of the Loans will be, or is required to be, registered as an “investment
company” under the Investment Company Act of 1940, as amended. Neither the making of any Loan, nor the issuance of any Letters of
Credit, nor the application of the proceeds of any Loan or repayment of any Loan or reimbursement of any LC Disbursement by the Borrower,
nor the consummation of the other transactions contemplated by the Loan Documents, will violate any provision of such Act or any rule,
regulation or order of the SEC thereunder.


Section 3.12.Ownership of Collateral.
Each Grantor has good title to the Collateral owned by it, free and clear of all Liens other than Permitted Liens.


Section 3.13.Perfected Security Interests.
The Collateral Documents, taken as a whole, are effective to create in favor of the Administrative Agent, for the benefit of the Secured
Parties, a legal, valid and enforceable security interest in all of the Collateral to the extent purported to be created thereby, 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.






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With
respect to the Collateral as of the Second Restatement Effective Date, at such time as (a) financing statements in appropriate form are
filed in the appropriate offices (and the appropriate fees are paid) and (b) the execution of the Account Control Agreements, the Administrative
Agent, for the benefit of the Secured Parties, shall have a first priority perfected security interest and/or mortgage (or comparable
Lien) in all of such 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 Permitted Liens, and such security interest
is entitled to the benefits, rights and protections afforded under the Collateral Documents applicable thereto (subject to the qualification
set forth in the first sentence of this Section 3.13).


Section 3.14.Payment of Taxes. Each
of the Borrower and its Subsidiaries has timely filed or caused to be filed all Tax returns and reports required to have been filed by
it 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 or (b) the failure to do so would not reasonably be expected
to result in a Material Adverse Effect.


Section 3.15.Anti-Corruption Laws and
Sanctions. Borrower has implemented and maintains in effect policies and procedures intended to ensure compliance by Borrower, its
Subsidiaries and, when acting in such capacity, their respective directors, officers, employees and agents with Anti-Corruption Laws and
applicable Sanctions, and Borrower and its Subsidiaries are in compliance with Anti-Corruption Laws and applicable Sanctions in all material
respects. None of Borrower, any of its Subsidiaries or to the knowledge of Borrower any of their respective directors or officers is a
Sanctioned Person.


SECTION 4.



CONDITIONS OF LENDING


Section 4.01.Conditions Precedent to
Second Restatement Effective Date. This Agreement shall become effective on the date on which the following conditions precedent shall
have been satisfied (or waived by the Lenders in accordance with Section 10.08 and by the Administrative Agent):


(a)       Supporting
Documents. The Administrative Agent shall have received with respect to the Borrower and the Guarantors in form and substance reasonably
satisfactory to the Administrative Agent:






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


(ii)       a
certificate of the Secretary or an Assistant Secretary (or similar officer), of such entity dated the Second Restatement Effective Date
and certifying (A) that attached thereto is a true and complete copy of the certificate of incorporation or formation and the by-laws
or limited liability company or other operating agreement (as the case may be) of that entity 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, board of managers or members of
that entity authorizing the Borrowings and Letter of Credit issuances hereunder, 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, and the granting of the security interest in the Letter of Credit Account and other Liens contemplated hereby or the other
Loan Documents (in each case to the extent applicable to such entity), (C) that the certificate of incorporation or formation of that
entity 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 that entity as to the incumbency and signature of the officer signing the certificate referred to in this clause
(ii)); and


(iii)       an
Officer’s Certificate from the Borrower certifying (A) as to the truth in all material respects of the representations and warranties
made by it contained in the Loan Documents as though made on the Second Restatement Effective Date, except to the extent that any such
representation or warranty relates to a specified date, in which case 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, before and after giving effect to the Transactions) and (B) as to the absence of any event
occurring and continuing, or resulting from the Transactions, that constitutes an Event of Default.


(b)       Credit
Agreement. Each party hereto shall have duly executed and delivered to the Administrative Agent this Agreement.


(c)       Security
Agreements. The Borrower shall have duly executed and delivered to the Administrative Agent an acknowledgment and ratification in
form and substance reasonably satisfactory to the Administrative Agent (the “Collateral Documents Acknowledgment”)
with respect to each Flight Simulator Security Agreement, each Aircraft and Spare Engine Mortgage, each Spare Parts Security Agreement
and any Account Control Agreements, containing an acknowledgment that (i) the “Obligations” or “Secured Obligations”
(as defined in each of such security documents), as applicable, include all of the Obligations under this Agreement after giving effect
to the Second Restatement Effective Date, and (ii) after giving effect to the Second Restatement Effective Date, each such Flight Simulator
Security Agreement, each Spare Parts Security Agreement and Aircraft and Spare Engine Mortgage shall remain in full force and effect in
accordance with its respective terms.






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(d)       [Reserved].


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


(i)       a
written opinion of Brandon Nelson, General Counsel for the Borrower, in form and substance reasonably satisfactory to the Administrative
Agent and the Lenders;


(ii)       a
written opinion of Debevoise & Plimpton LLP, special New York counsel to the Borrower and the Guarantors, dated the Second Restatement
Effective Date, in form and substance reasonably satisfactory to the Administrative Agent and the Lenders; and


(iii)       a
written opinion of Milbank LLP, special New York counsel to the Administrative Agent, dated the Second Restatement Effective Date, in
form and substance reasonably satisfactory to the Administrative Agent.


(f)       Payment
of Fees and Expenses. The Borrower shall have paid to the Administrative Agent and the Lenders (i) the then unpaid balance of all
accrued and unpaid Fees due, owing and payable under and pursuant to this Agreement, including, as referred to in Sections 2.19 and Section
2.20, and all reasonable and documented out-of-pocket expenses of the Administrative Agent (including reasonable attorneys’ fees
of Milbank LLP) for which invoices have been presented at least one Business Day prior to the Second Restatement Effective Date and (ii)
all “Commitment Fees” accrued under the Existing Credit Agreement (as defined therein) up to but excluding the Second Restatement
Effective Date and any other amounts due and owing to the Lenders or the Administrative Agent by the Borrower under the Existing Credit
Agreement.


(g)       [Reserved].


(h)       Consents.
All material governmental and third party consents and approvals necessary in connection with the financing contemplated hereby shall
have been obtained, in form and substance reasonably satisfactory to the Administrative Agent, and be in full force and effect.


 






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(i)       Representations
and Warranties. All representations and warranties of the Borrower and the Guarantors contained in this Agreement and the other Loan
Documents executed and delivered on the Second Restatement Effective Date shall be true and correct in all material respects on and as
of the Second Restatement Effective Date, 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 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, after giving effect to the Transactions.


(j)       No
Event of Default. Before and after giving effect to the Transactions, no Event of Default shall have occurred and be continuing on
the Second Restatement Effective Date.


(k)       Patriot
Act. The Lenders shall have received at least five (5) days prior to the Second Restatement Effective 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 from the Borrower or a Guarantor prior to such 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 Loan and Each Letter of Credit. The obligation of the Lenders to make each Loan and of the Issuing Lenders to issue each Letter
of Credit, including the initial Loans and the initial Letters 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 Loan Request pursuant to Section 2.03 with respect to such borrowing or a request for issuance
of such Letter of Credit pursuant to Section 2.02, 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 Loans made or Letters of Credit issued after the Second Restatement Effective Date, the representations and warranties set forth in
Sections 3.05(b), 3.06 and 3.09(a)) shall be true and correct in all material respects on and as of the date of such Loan or the issuance
of such Letter of Credit hereunder (both before and after giving effect thereto and, in the case of each Loan, 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 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 Loan or the issuance of such Letter of Credit hereunder.






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(c)       No
Default. On the date of such Loan or the issuance of such Letter of Credit hereunder, no Event of Default, material Default or any
Default incapable of being cured shall have occurred and be continuing nor shall any such Event of Default or Default, as the case may
be, occur by reason of the making of the requested Borrowing or the issuance of the requested Letter of Credit and, in the case of each
Loan, the application of proceeds thereof.


(d)       Collateral
Coverage Ratio. On the date of such Loan or the issuance of such Letter of Credit hereunder (and after giving pro forma effect thereto),
the Collateral Coverage Ratio shall not be less than 1.0 to 1.0.


(e)       No
Going Concern Qualification. On the date of such Loan or the issuance of such Letter of Credit hereunder, the opinion of the independent
public accountants (after giving effect to any reissuance or revision of such opinion) on the most recent audited consolidated financial
statements delivered by the Borrower pursuant to Section 5.01(a) shall not include a “going concern” qualification under GAAP
as in effect on the date of this Agreement or, if there is a change in the relevant provisions of GAAP thereafter, any like qualification
or exception under GAAP after giving effect to such change.


(f)       Appraisals.
If no Appraisal or Appraisals, as the case may be, have been delivered with respect to the relevant Collateral pursuant to Section 5.07
within the 180 day period prior to the date of such Loan or the issuance of such Letter of Credit hereunder, copies of the relevant Appraisal(s)
with respect to such Collateral shall have been delivered to the Administrative Agent; provided that, in the case of Spare Parts
and Appliances, such “desk-top” appraisal may utilize Quarterly Methodology (as defined in the JetBlue Spare Parts Security
Agreement) so long as such Appraisal is dated no more than 180 days prior to such Borrowing date.


(g)       Eligible
Spare Parts. If, immediately prior to the making of such Loan or the issuance of such Letter of Credit hereunder, no Loans or Letters
of Credit were outstanding, and the Pledged Spare Parts are included as part of the Collateral, the Administrative Agent shall have received
an Officer’s Certificate from the Borrower to the effect that, as of the date of such Loan or the issuance of such Letter of Credit
and based upon the Appraisal of the Pledged Spare Parts most recently delivered by the Borrower pursuant to Section 5.07 (subject to Section
4.02(f)), the aggregate Appraised Value of all Excluded Parts (under and as defined in each Spare Parts Security Agreement) constitutes
no more than [***]% of all Spare Parts and Appliances owned by Borrower and its Subsidiaries (assuming all such Spare Parts and Appliances
were Collateral).






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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.


SECTION 5.



AFFIRMATIVE COVENANTS


From the Second Restatement Effective Date and
for so long as the 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 then held in the Letter of Credit Account and (ii) the face amount of back-to-back letters of credit delivered pursuant
to Section 2.02(j)), or the principal of or interest on any Loan or reimbursement of any LC Disbursement is owing (or any other amount
that is due and unpaid on the first date that none of the foregoing is in effect, outstanding or owing, respectively, is owing) to any
Lender or the Administrative Agent hereunder:


Section 5.01.Financial Statements, Reports,
etc. The Borrower shall 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 independent public accountants of recognized national standing and to be accompanied by an opinion of such accountants (without
any qualification or exception as to the scope of such audit) 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; provided that the foregoing delivery requirement shall be satisfied if the Borrower shall have filed with
the SEC its Annual Report on Form 10-K for such fiscal year, which is available to the public via EDGAR or any similar successor system;


(b)       Within
forty-five (45) days after the end of each of the first three 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; provided that the foregoing delivery requirement shall be satisfied if
the Borrower shall have filed with the SEC its Quarterly Report on Form 10-Q for such fiscal quarter, which is available to the public
via EDGAR or any similar successor system;






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(c)       So
long as any Loans or Letters of Credit are outstanding, within the time period under Section 5.01(a) above, a certificate of a Responsible
Officer of the Borrower certifying that, to the knowledge of such Responsible Officer, no Default or Event of Default has occurred and
is continuing, or, if, to the knowledge of such Responsible Officer, such a Default or Event of Default has occurred and is continuing,
specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto;


(d)       So
long as any Loans or Letters of Credit are outstanding, within the time period under (a) and (b) of this Section 5.01, a certificate of
a Responsible Officer demonstrating in reasonable detail compliance with Sections 6.08 and 6.09(a) as of the end of the preceding fiscal
quarter, including an updated calculation of the Collateral Coverage Ratio reflecting the most recent Appraisals (as adjusted for any
Dispositions or additions to the Collateral since the date of delivery to the Administrative Agent of such Appraisals);


(e)       Within
15 days after a Responsible Officer of the Borrower obtains knowledge that there has been one or more Dispositions of Collateral
(excluding those described in clause (b), (c)(ii), (d) or (e)(iv) of the definition of “Permitted Disposition”) since the
date of the Officer’s Certificate demonstrating compliance with Section 6.09(a) most recently delivered under this Agreement by
the Borrower to the Administrative Agent consisting of (i) a Pledged Aircraft, (ii) a Pledged Engine or (iii) any other Collateral having
an Appraised Value in the aggregate in excess of 10% of the sum of the aggregate Appraised Value of all Collateral plus Pledged Cash and
Cash Equivalents, a certificate of a Responsible Officer demonstrating in reasonable detail compliance with Section 6.09(a);


(f)       Within
30 days after a Responsible Officer obtains knowledge that any type or model of Aircraft or Engine has become Non-Core Fleet Equipment
or any Spare Parts have become Non-Core Spare Parts, a certificate of a Responsible Officer confirming the same.


(g)       Promptly
after a Responsible Officer obtains knowledge thereof, notice of the failure of any material assumption contained in any Appraisal to
be correct, except if such failure would not reasonably be expected to materially adversely affect the Appraised Value of the applicable
type of Collateral;


(h)       So
long as any Commitment, Loan or Letter of Credit is outstanding, within 30 days after the Chief Financial Officer or the Treasurer
of the Borrower becoming aware of the occurrence of a Default or an Event of Default that is continuing, an Officer’s Certificate
specifying such Default or Event of Default and what action the Borrower and its Subsidiaries are taking or propose to take with respect
thereto;






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(i)       Promptly,
from time to time, such other information regarding the Collateral and the operations, business affairs and financial condition of either
the Borrower or any Guarantor, in each case as the Administrative Agent, at the request of any Lender, may reasonably request (it being
understood that, so long as no Event of Default shall have occurred and be continuing, the Borrower shall not be obligated to provide
utilization reports with respect to Pledged Slots); and


(j)       Promptly
(but in any event no later than 15 Business Days) following each ESG Report Date, an ESG Certificate setting forth the most recent ESG
Score and attaching thereto the relevant ESG Report; provided that, during any Sustainability Adjustment Period, if the ESG Agency
(solely at the discretion of the ESG Agency) issues to the Borrower an updated ESG Report prior to the next ESG Report Date, the Borrower
shall promptly (but in any event no later than 15 Business Days) after receiving such updated ESG Report, deliver to the Administrative
Agent an updated ESG Certificate setting forth the ESG Score included in such updated ESG Report (for the avoidance of doubt, such updated
ESG Score shall become effective for determining the Sustainability Adjustment for the remainder of the applicable Sustainability Adjustment
Period from the date of delivery of such updated ESG Certificate). Non-compliance with this clause by the Borrower will not constitute
a default by the Borrower or any Guarantor of any of their respective obligations hereunder or under any other Loan Document, and will
not result in any Default or Event of Default.


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 Platform. Information required to be delivered pursuant to this Section 5.01 by the Borrower shall be
delivered 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 general commercial website on
the Internet (to the extent such information has been posted or is available as described in such notice), as such website may be specified
by the Borrower to the Administrative Agent from time to time. 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 or a Guarantor 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 a the Borrower’s general commercial website
on the Internet, as such website may be specified by the Borrower to the Administrative Agent from time to time.






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Section 5.02.Taxes. The Borrower
shall pay, and cause each of its Subsidiaries to pay, all material taxes, assessments, and governmental levies before the same shall become
more than 90 days delinquent, other than taxes, assessments and levies (i) being contested in good faith by appropriate proceedings
and (ii) the failure to effect such payment of which are not reasonably be expected to have a Material Adverse Effect.


Section 5.03.Stay, Extension and Usury
Laws. The Borrower and each of the Guarantors covenants (to the extent that it may lawfully do so) that it will not at any time insist
upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law wherever enacted,
now or at any time hereafter in force, that may affect the covenants or the performance of this Agreement; and the Borrower and each of
the Guarantors (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants
that it will not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to the Administrative Agent,
but will suffer and permit the execution of every such power as though no such law has been enacted.


Section 5.04.Corporate Existence.
The Borrower shall do or cause to be done all things reasonably necessary to preserve and keep in full force and effect:


(1)       its
corporate existence, and the corporate, partnership or other existence of each of its Subsidiaries, in accordance with the respective
organizational documents (as the same may be amended from time to time) of the Borrower or any such Subsidiary; and


(2)       the
rights (charter and statutory) and material franchises of the Borrower and its Subsidiaries; provided, however, that the Borrower
shall not be required to preserve any such right or franchise, or the corporate, partnership or other existence of it or any of its Subsidiaries,
if its Board of Directors shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Borrower
and its Subsidiaries, taken as a whole, and that the loss thereof would not, individually or in the aggregate, have a Material Adverse
Effect.


For the avoidance of doubt, this Section 5.04 shall not prohibit
any actions permitted by Section 6.10 hereof or described in Section 6.10(b).


Section 5.05.Compliance with Laws.
The Borrower shall comply, and cause each of its Subsidiaries to comply, with all applicable laws, rules, regulations and orders of any
Governmental Authority applicable to it or its property, except where such noncompliance, individually or in the aggregate, would not
reasonably be expected to result in a Material Adverse Effect. Without limiting the foregoing, the Borrower will maintain in effect policies
and procedures intended to ensure compliance by Borrower, its Subsidiaries and, when acting in such capacity, their respective directors,
officers, employees and agents with Anti-Corruption Laws and applicable Sanctions.






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Section 5.06.[Reserved].


Section 5.07.Delivery of Appraisals.
The Borrower shall:


(1)       on
a date within 60 days prior to (A) May 15 of each year, beginning in 2023 and (B) solely with respect to any Pledged Aircraft and Pledged
Engines, November 15 of each year, beginning with the first such date occurring at least 90 days after any such Collateral is first added
to the Collateral hereunder;


(2)       on
a date within 60 days prior to February 15, August 15 and November 15 of each year, solely with respect to any Pledged Spare Parts, beginning
with the first such date occurring after any such Collateral is first added to the Collateral hereunder;


(3)       on
the date upon which any Additional Collateral is pledged as Collateral, but only with respect to such Additional Collateral;


(4)       promptly
(but in any event within 45 days) following a request by the Administrative Agent if an Event of Default has occurred and is continuing;
and


(5)       if
Slots are included in the Collateral, promptly (but in any event within 45 days) following any Disposition or series of related Dispositions
of Pledged Slots (other than any Disposition described in clause (d), (e)(ii), (e)(iv) or (f) of the definition of “Permitted Disposition”)
comprising more than 25% of the aggregate Appraised Value of the Pledged Slots;


deliver or cause to be delivered to the Administrative Agent (x)
in the case of Aircraft or Engines, an Appraisal from two Aircraft Appraisers and (y) in the case of any other Collateral, one or more
Appraisals establishing the Appraised Value of the Collateral; provided, however, that:


(i)        the
Borrower shall be required to deliver or cause to be delivered an Appraisal or Appraisals, as the case may be, with respect to the (x)
Pledged Slots (in the case of clause (4) above), (y) Pledged Aircraft, Pledged Engines and Pledged Spare Parts (in the case of clause
1 above) or (z) the applicable Additional Collateral (in the case of clause (3) above);






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(ii)       if
any new spare Engine is pledged as Collateral within 90 days after delivery from the manufacturer to Borrower and such new spare Engine
is of the same make and model as any spare Engine then currently included (or being replaced) in the Collateral (any such Engine make
and model, an “Existing Engine Type”), Appraisals with respect to such new spare Engine shall only be required under
this Section 5.07 if the Borrower elects to provide such Appraisals for purposes of determining the Appraised Value of such new spare
Engine pursuant to clause (iii) of the proviso of the definition of “Appraised Value”; and


(iii)in connection with the initial
pledge of the Other Spare Parts as Collateral, in lieu of an Appraisal pursuant to clause (3) above, the Borrower may provide the most
recent appraisal of the Other Spare Parts under the Other Facility, so long as such appraisal is no more than 180 days old at the time
the Other Spare Parts are included in the Collateral;


provided further, that (i) with respect to the Appraisals
described in Section 5.07 above, so long as no Loans or Letters of Credit are outstanding, the Borrower shall not be required to deliver
any such Appraisals; (ii) no Appraisals shall be required under this Section 5.07 or otherwise with respect to Non-Core Fleet Equipment;
and (iii) in connection with the making of any Loan or the issuance of any Letter of Credit where no Loans or Letters of Credit are previously
outstanding, the Borrower may deliver an Appraisal pursuant to Section 4.02(f) in lieu of any quarterly Appraisal for Pledged Spare Parts
under this Section 5.07(2) and, in such case, the Collateral Coverage Ratio for purposes of Section 4.02(c) shall be determined by reference
to such Appraisal.


The Borrower may from time to time cause subsequent Appraisals to
be delivered to the Administrative Agent if it believes that any affected item of Collateral has a higher Appraised Value than that reflected
in the most recent Appraisals delivered pursuant to this Section 5.07.


Section 5.08.Regulatory Cooperation.
In connection with any foreclosure, collection, sale or other enforcement of Liens granted to the Administrative Agent in the Collateral
Documents, the Borrower will, and will cause its Subsidiaries to, reasonably cooperate in good faith with the Administrative Agent or
its designee in obtaining all regulatory licenses, consents and other governmental approvals necessary or (in the reasonable opinion of
the Administrative Agent or its designee) reasonably advisable to conduct all aviation operations with respect to the Collateral and will,
at the reasonable request of the Administrative Agent and in good faith, continue to operate and manage the Collateral and maintain all
applicable regulatory licenses with respect to the Collateral until such time as the Administrative Agent or its designee obtain such
licenses, consents and approvals, and at such time the Borrower will, and will cause its Subsidiaries to, cooperate in good faith with
the transition of the aviation operations with respect to the Collateral to any new aviation operator (including, without limitation,
the Administrative Agent or its designee).


 






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Section 5.09.Regulatory Matters; Citizenship;
Utilization; Collateral Requirements.


(a)       The
Borrower will:


(1)       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;


(2)       be
a United States Citizen;


(3)       maintain
at all times its status at the FAA as an “air carrier” and hold an air carrier operating certificate under Section 44705 of
Title 49 and operations specifications issued by the FAA pursuant to Parts 119 and 121 of Title 14 as currently in effect or as may be
amended or recodified from time to time;


(4)       possess
and maintain all necessary certificates, exemptions, franchises, licenses, permits, designations, rights, concessions, authorizations,
frequencies and consents that are material to the operation of the Pledged Slots operated by it, and to the conduct of its business and
operations as currently conducted, except to the extent that any failure to possess or maintain would not reasonably be expected to result
in a Collateral Material Adverse Effect;


(5)       maintain
Pledged Gate Leaseholds sufficient to ensure its ability to service the flights using its Pledged Slots, except to the extent that any
failure to maintain would not reasonably be expected to result in a Collateral Material Adverse Effect;


(6)       utilize
its Pledged Slots in a manner consistent with applicable regulations, rules and contracts in order to preserve its right to hold and use
its Pledged Slots, except to the extent that any failure to utilize would not reasonably be expected to result in a Collateral Material
Adverse Effect;


(7)       cause
to be done all things reasonably necessary to preserve and keep in full force and effect its rights in and to use its Pledged Slots, including,
without limitation, satisfying any applicable Use or Lose Rule, except to the extent that any failure to do so would not reasonably be
expected to result in a Collateral Material Adverse Effect;


(8)       if
Slots are included in the Collateral at any time, take or cause to be taken such actions (including pursuant to Section 5.12 hereof) to
ensure that at all times the Pledged Slots shall include FAA Slots (i) that meet the criteria of “High Peak” slots set forth
in the Base Slots Appraisal in a quantity not less than 66% of the FAA Slots meeting such criteria held by the Borrower as of the Second
Restatement Effective Date and (ii) in a quantity not less than 66% of all FAA Slots held by the Borrower as of the Second Restatement
Effective Date.






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(9)       if
Eligible Spare Parts are included in the Collateral at any time, take or cause to be taken such actions to ensure that at all times the
Pledged Spare Parts include all Spare Parts and Appliances then owned by the Borrower and its Subsidiaries (subject to the provisions
of each Spare Parts Security Agreement and the following provisos); provided that, with respect to the Eligible Spare Parts owned
by Spirit or its Subsidiaries at the time of occurrence of the Airline Merger (collectively, the “Other Spare Parts”),
the Borrower shall, no later than (i) if there are no loans or letters of credit outstanding under the Other Facility at the time of occurrence
of the Airline Merger, within thirty (30) days following the occurrence of the Airline Merger, or (ii) if at the time of occurrence of
the Airline Merger there are loans or letters of credit outstanding under the Other Facility, within ninety (90) days following the occurrence
of the Airline Merger (the applicable time period under each of the foregoing clauses (i) and (ii), the “Spare Parts Pledge Period”),
cause the Other Spare Parts to be pledged as Collateral in accordance with this Agreement and the applicable Collateral Document; provided,
further, that the Other Spare Parts not being included in the Collateral during the applicable Spare Parts Pledge Period shall not constitute
a default by the Borrower or any Guarantor of any of their respective obligations hereunder or under any other Loan Document.


(b)       Without
in any way limiting Section 5.09(a) hereof, the Borrower will promptly take all such steps as may be necessary to maintain, renew and
obtain, or obtain the use of, Pledged Gate Leaseholds as needed for its continued and future operations using the Pledged Slots. The Borrower
will further take all actions reasonably necessary or advisable in order to have access to its Pledged Gate Leaseholds. The Borrower will
pay any applicable filing fees and other expenses related to the submission of applications, renewal requests, and other filings as may
be reasonably necessary to have access to its Pledged Gate Leaseholds.


Section 5.10.Collateral Ownership.


Subject to the provisions described (including
the actions permitted) under Sections 6.04 and 6.10 hereof, each Grantor will continue to maintain its interest in and right to use all
property and assets so long as such property and assets constitute Collateral, except as provided in Section 5.09.


Section 5.11.Insurance. The Borrower
shall:






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(1)       keep
all Collateral (other than the Mortgaged Collateral, as to which only the insurance provisions of the Aircraft and Spare Engine Mortgage
shall be applicable, and Pledged Spare Parts, as to which only the insurance provisions of the applicable Collateral Document shall be
applicable) that is tangible property insured at all times, against such risks, including risks insured against by extended coverage,
as is prudent and customary with U.S.-based companies of the same or similar size in the same or similar businesses;


(2)       maintain
in full force and effect public liability insurance against claims for personal injury or death or property damage occurring upon, in,
about or in connection with the use of the tangible Collateral (other than the Mortgaged Collateral, as to which only the insurance provisions
of the Aircraft and Spare Engine Mortgage shall be applicable, and Pledged Spare Parts, as to which only the insurance provisions of the
applicable Collateral Document shall be applicable) owned, occupied or controlled by the Borrower, in such amounts and with such deductibles
as are prudent and customary with U.S.-based companies of the same or similar size in the same or similar businesses and in the same geographic
area; and


(3)       maintain
such other insurance or self insurance as may be required by law.


Section 5.12.Additional Guarantors; Grantors;
Collateral.


(a)       If
the Borrower or any of its Subsidiaries acquires or creates another Domestic Subsidiary after the Second Restatement Effective Date (including,
for the avoidance of doubt, as a result of the Airline Merger), then the Borrower will promptly cause such Domestic Subsidiary to become
a party to the Guarantee contained in Section 9 hereof by executing an Instrument of Assumption and Joinder substantially in the form
attached hereto as Exhibit A; provided, that any Domestic Subsidiary that constitutes an Immaterial Subsidiary, a Receivables Subsidiary
or an Excluded Subsidiary need not become a Guarantor unless and until 30 Business Days after such time as it ceases to be an Immaterial
Subsidiary, a Receivables Subsidiary or an Excluded Subsidiary or such time as it guarantees, or pledges any property or assets to secure,
any other Obligations.


(b)       If
the Borrower or any of its Subsidiaries desires or is required pursuant to the terms of this Agreement to add Additional Collateral or,
if any Subsidiary acquires any existing Collateral from a Grantor that it desires or is required pursuant to the terms of this Agreement
to maintain as Collateral, in each case, after the Second Restatement Effective Date, the Borrower shall, in each case at its own expense,
(A) cause any such Subsidiary to become a party to the Guarantee contained in Section 9 hereof (to the extent such Subsidiary is not already
a party thereto) and cause any such Subsidiary to become a party to each applicable Collateral Document and all other agreements, instruments
or documents that create or purport to create and perfect a first priority Lien (subject to Permitted Liens) in favor of the Administrative
Agent for the benefit of the Secured Parties applicable to such Collateral, by executing and delivering to the Administrative Agent an
Instrument of Assumption and Joinder substantially in the form attached hereto as Exhibit A and/or joinders to all applicable Collateral
Documents or pursuant to new Collateral Documents, as the case may be, in form and substance reasonably satisfactory to the Administrative
Agent (it being understood that (i) in the case of Collateral consisting of Eligible Aircraft or Eligible Engines, the applicable Collateral
Documents shall be an Aircraft and Spare Engine Mortgage,






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(ii) in the case of Collateral consisting of Eligible Spare Parts, the applicable
Collateral Documents shall be a Spare Parts Security Agreement, (iii) in the case of Collateral consisting of Slots, the applicable Collateral
Documents shall be a Slot and Gate Security Agreement, (iv) in the case of Collateral consisting of Flight Simulators, the applicable
Collateral Documents shall be a Flight Simulator Security Agreement and (v) in the case of any other Additional Collateral of a type that
has not been theretofore included in the Collateral, such Additional Collateral may be subject to such additional terms and conditions
as may be customarily required by lenders in similar financings of a similar size for similarly situated borrowers secured by the same
type of Collateral, as agreed by the Borrower and the Administrative Agent in their reasonable discretion), (B) promptly execute and deliver
(or cause such Subsidiary to execute and deliver) to the Administrative Agent such documents and take such actions to create, grant, establish,
preserve and perfect the first priority Liens (subject to Permitted Liens) (including to obtain any release or termination of Liens not
permitted under the definition of “Additional Collateral” in Section 1.01 or under Section 6.06 and the filing of UCC financing
statements) in favor of the Administrative Agent for the benefit of the Secured Parties on such assets of the Borrower or such Subsidiary,
as applicable, to secure the Obligations to the extent required under the applicable Collateral Documents or reasonably requested by the
Administrative Agent, and to ensure that such Collateral shall be subject to no other Liens other than Permitted Liens and (C) if reasonably
requested by the Administrative Agent, deliver to the Administrative Agent, for the benefit of the Secured Parties, a written opinion
of counsel (which counsel shall be reasonably satisfactory to the Administrative Agent) to the Borrower or such Subsidiary, as applicable,
with respect to the matters described in clauses (A) and (B) hereof, in each case within twenty (20) Business Days after the addition
of such Collateral and in form and substance reasonably satisfactory to the Administrative Agent.


Section 5.13.Access to Books and Records.


(a)       The
Borrower and the Guarantors will make and keep books, records and accounts in which full, true and correct entries in conformity with
GAAP are made of all financial dealings and transactions in relation to its business and activities, including, without limitation, an
accurate and fair reflection of the transactions and dispositions of the assets of the Borrower and the Guarantors.






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(b)       The
Borrower and the Guarantors will permit, to the extent not prohibited by applicable law, any representatives designated by the Administrative
Agent or any Governmental Authority that is authorized to supervise or regulate the operations of a Lender, as designated by such Lender,
upon reasonable prior written notice and, so long as no Event of Default has occurred and is continuing, at no out-of-pocket cost to the
Borrower and the Guarantors, to visit the properties of the Borrower and the Guarantors, to examine its books and records, and to discuss
its affairs, finances and condition with its officers and independent accountants, all at such reasonable times during normal business
hours, not more than once every twelve (12) months unless an Event of Default has occurred and is continuing, in which case such inspection
right shall not be so limited; provided that if an Event of Default has occurred and is continuing, the Borrower and the Guarantors
shall be responsible for the reasonable costs and expenses of any visits of the Administrative Agent and the Lenders, acting together
(but not separately).


Section 5.14.Further Assurances.
The Borrower and each Guarantor shall 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 Administrative Agent may reasonably request, in order to create,
grant, establish, preserve, protect 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.


SECTION 6.



NEGATIVE COVENANTS


From the Second Restatement Effective Date and
for so long as the 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 then held in the Letter of Credit Account and (ii) the face amount of back-to-back letters of credit delivered pursuant
to Section 2.02(j)) or principal of or interest on any Loan or reimbursement of any LC Disbursement is owing (or any other amount that
is due and unpaid on the first date that none of the foregoing is in effect, outstanding or owing, respectively, is owing) to any Lender
or the Administrative Agent hereunder:


Section 6.01.[Reserved].


Section 6.02.[Reserved].


Section 6.03.[Reserved].


Section 6.04.Disposition of Collateral.
Neither the Borrower nor any Grantor shall sell or otherwise Dispose of any Collateral (including, without limitation, by way of any Sale
of a Grantor) except that such sale or other Disposition shall be permitted (i) in the case of a Permitted Disposition or (ii) provided
that upon consummation of any such sale or other Disposition (A) no Event of Default shall have occurred and be continuing, (B) the Collateral
Coverage Ratio is no less than 1.0 to 1.0 after giving effect to such sale or other Disposition (including any deposit of any Net Proceeds
received upon consummation thereof in the Collateral Proceeds Account subject to an Account Control Agreement and any concurrent pledge
of Additional Collateral, if any) and (C) the Borrower is in compliance with Section 5.09(a)(8) after giving effect to such sale or other
Disposition (including any pledge of Additional Collateral, if any);






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provided that nothing contained in this Section 6.04 is intended
to excuse performance by the Borrower or any Guarantor of any requirement of any Collateral Document that would be applicable to a Disposition
permitted hereunder. A Disposition of Collateral referred to in clause (d), (e)(iv) or (f) of the definition of “Permitted Disposition”
shall not result in the automatic release of such Collateral from the security interest of the applicable Collateral Document, and the
Collateral subject to such Disposition shall continue to constitute Collateral for all purposes of the Loan Documents (without prejudice
to the rights of the Borrower to release any such Collateral pursuant to Section 6.09(c)).


Section 6.05.[Reserved].


Section 6.06.Liens. The Borrower
will not, and will not permit any of its Subsidiaries to, directly or indirectly, create, incur, assume or suffer to exist any Lien of
any kind on any property or asset that constitutes Collateral, except Permitted Liens.


Section 6.07.Business Activities.
The Borrower will not, and will not permit any of its Subsidiaries (other than JBTP, LLC) to, engage in any business other than Permitted
Businesses, except to such extent as would not be material to the Borrower and its Subsidiaries taken as a whole.


Section 6.08.Liquidity. The Borrower
will not permit the aggregate amount of Liquidity to be less than $750,000,000 as of the end of any Business Day following the Second
Restatement Effective Date.


Section 6.09.Collateral Coverage Ratio.


(a)       The
Borrower will not permit at any time following the Second Restatement Effective Date the Collateral Coverage Ratio to be less than 1.0
to 1.0; provided, that if, (A) upon delivery of an Appraisal pursuant to Section 5.07 or otherwise pursuant to this Agreement (except
pursuant to Section 5.07(2) or 5.07(3) or any Appraisal delivered to the Administrative Agent in connection with the designation of Additional
Collateral solely to evidence compliance with the requirements of this Section 6.09(a)) and (B) solely with respect to determining compliance
with this Section as a result thereof, it is determined that the Borrower shall not be in compliance with this Section 6.09(a), the Borrower
shall, within forty-five (45) days (or, in the case of an Appraisal delivered pursuant to Section 5.07(4) within thirty (30) days) of
the date of such Appraisal (or, in the case of an Appraisal required under Section 5.07(1) or 5.07(4) not delivered by the deadline thereunder,
the date such Appraisal was due thereunder) designate Additional Collateral as additional Eligible Collateral and comply with Section
5.12 and/or prepay or cause to be prepaid the Loans in accordance with Section 2.12(b), collectively, in an amount sufficient to enable
the Borrower to comply with this Section 6.09(a).






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(b)       Notwithstanding
anything to the contrary contained herein, if the Borrower shall fail at any time to be in compliance with this Section 6.09 solely as
a result of damage to or loss of any Collateral covered by insurance (pursuant to which the Administrative Agent is named as loss payee
and with respect to which payments are to be delivered directly to the Administrative Agent) for which the insurer thereof has been notified
of the relevant claim and has not challenged such coverage, any calculation made pursuant to this Section 6.09 shall deem the relevant
Grantor to have received Net Proceeds (and to have taken all steps necessary to have pledged such Net Proceeds as Additional Collateral)
in an amount equal to the expected coverage amount (as determined by the Borrower in good faith and updated from time to time to reflect
any agreements reached with the applicable insurer) and net of any amounts required to be paid out of such proceeds and secured by a Lien
until the earliest of (i) the date any such Net Proceeds are actually received by the Administrative Agent, (ii) the date that is 270
days after such damage and (iii) the date on which any such insurer denies such claim; provided that, prior to giving effect to
this clause (b), (x) the aggregate Appraised Value of all the Collateral plus (y) the Pledged Cash and Cash Equivalents, shall
be no less than 150% of the Total Obligations. It is understood and agreed that if the Administrative Agent should receive any Net Proceeds
directly from the insurer in respect of a Recovery Event and at the time of such receipt, (A) no Event of Default shall have occurred
and be continuing and the Borrower is in compliance with Section 6.09(a) (without giving effect to the receipt of such Net Proceeds),
the Administrative Agent shall promptly cause such proceeds to be paid to the Borrower or the applicable Grantor and (B) an Event of Default
shall have occurred and be continuing or the Borrower fails to be in compliance with Section 6.09(a) (without giving effect to the receipt
of such Net Proceeds), the Administrative Agent shall promptly cause such proceeds to be deposited into the Collateral Proceeds Account
maintained for such purpose with the Administrative Agent that is subject to an Account Control Agreement and such proceeds shall be applied
or released from such account in accordance with Section 2.12(a).


(c)       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)
included in the Collateral will 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 Collateral Coverage
Ratio is not less than 1.0 to 1.0 or (y) the Borrower shall prepay or cause to be prepaid the Loans and/or shall designate Additional
Collateral and comply with Section 5.12, collectively, in an amount necessary to cause the Collateral Coverage Ratio to not be less
than 1.0 to 1.0, and (C) the Borrower shall deliver an Officer's Certificate demonstrating compliance with this Section 6.09(c) and
Section 5.09(a)(8) following such release. In connection herewith, the Administrative Agent agrees to promptly provide any documents or
releases reasonably requested by the Borrower to evidence such release.






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Section 6.10.Merger, Consolidation, or
Sale of Assets.


(a)       The
Borrower shall not directly or indirectly: (i) consolidate or merge with or into another Person (whether or not the Borrower is the surviving
corporation) or (ii) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the
Borrower and its Subsidiaries taken as a whole, in one or more related transactions, to another Person, unless:


(1)       either:


(A)       the Borrower
is the surviving corporation; or


(B)       the Person
formed by or surviving any such consolidation or merger (if other than the Borrower) or to which such sale, assignment, transfer, conveyance
or other disposition has been made is an entity organized or existing under the laws of the United States, any state of the United States
or the District of Columbia; and, if such entity is not a corporation, a co-obligor of the Loans is a corporation organized or existing
under any such laws;


(2)       the Person formed
by or surviving any such consolidation or merger (if other than the Borrower) or the Person to which such sale, assignment, transfer,
conveyance or other disposition has been made assumes all the obligations of the Borrower under the Loan Documents pursuant to agreements
reasonably satisfactory to the Administrative Agent;


(3)       immediately after
such transaction, no Event of Default exists; and


(4)       the Borrower shall
have delivered to the Administrative Agent an Officer’s Certificate stating that such consolidation, merger or transfer complies
with this Agreement.


In addition, the Borrower will not, directly or
indirectly, lease all or substantially all of the properties and assets of the Borrower and its Subsidiaries taken as a whole, in one
or more related transactions, to any other Person.


(b)       Section
6.10(a) will not apply to any sale, assignment, transfer, conveyance, lease or other disposition of assets between or among the Borrower
and/or the Guarantors.


(c)       Upon
any consolidation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of
the properties or assets of the Borrower in a transaction that is subject to, and that complies with the provisions of, Section 6.10(a),
the successor Person formed by such consolidation or into or with which the Borrower is merged or to which such sale, assignment, transfer,
lease, conveyance or other disposition is made shall succeed to,






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and be substituted for (so that from and after the date of such consolidation,
merger, sale, assignment, transfer, lease, conveyance or other disposition, the provisions of this Agreement referring to the Borrower
shall refer instead to the successor Person and not to the Borrower), and may exercise every right and power of the Borrower under this
Agreement with the same effect as if such successor Person had been named as the Borrower herein; provided, however, that
the Borrower, if applicable, shall not be relieved from the obligation to pay the principal of, and interest, if any, on the Loan except
in the case of a sale of all of the Borrower’s assets in a transaction that is subject to, and that complies with the provisions
of, Section 6.10(a) hereof. In connection with any transfer under this clause (c), such successor Person shall provide 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, as reasonably requested by any Lender.


Section 6.11.Use of Proceeds. The
Borrower will not use, and will not permit any of its Subsidiaries to use, the proceeds of any Borrowing or any Letter of Credit (A) in
violation of any Anti-Corruption Laws, (B) for the purpose of funding, financing or facilitating any activities, business or transaction
of or with any Sanctioned Person, or in any Sanctioned Country (except to the extent permitted by applicable law), or (C) in any manner
that would result in the violation of any Sanctions applicable to the Borrower or any of its Subsidiaries.


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 or any Guarantor in this Agreement or in any other Loan Document shall prove to have been
false or incorrect in any material respect when made and such representation, to the extent capable of being corrected, is not corrected
within ten (10) Business Days after receipt by the Borrower of notice from the Administrative Agent of such default; or


(b)       default
shall be made in the payment of (i) any principal of the Loans or reimbursement obligations or cash collateralization in respect of Letters
of Credit, when and as the same shall become due and payable; (ii) any interest on the Loans and such default shall continue unremedied
for more than five (5) Business Days; or (iii) any other amount payable hereunder when due and such default shall continue unremedied
for more than ten (10) Business Days after receipt of written notice by the Borrower from the Administrative Agent of the default in making
such payment when due; or






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(c)       default
shall be made by the Borrower in the due observance of the covenant contained in Section 5.01(h), 6.08 or 6.09(a) hereof; or


(d)       default
shall be made by the Borrower or any Subsidiary of the Borrower in the due observance or performance of any other covenant, condition
or agreement to be observed or performed by it pursuant to the terms of this Agreement or any of the other Loan Documents and such default
shall continue unremedied for more than sixty (60) days after receipt of written notice by the Borrower from the Administrative Agent
of such default; or


(e)       (A)
any material provision of any Loan Document to which the Borrower or a Guarantor is a party ceases to be a valid and binding obligation
of the Borrower or such Guarantor, or the Borrower or any of the Guarantors shall so assert in any pleading filed in any court or (B)
the Lien on any material portion of the Collateral intended to be created by the Loan Documents shall cease to be or shall not be a valid
and perfected Lien having the priorities contemplated hereby or thereby (subject to Permitted Liens and except as permitted by the terms
of this Agreement or the Collateral Documents or other than as a result of the action, delay or inaction of the Administrative Agent)
for a period of fifteen (15) consecutive days after the Borrower receives written notice thereof from the Administrative Agent; or;


(f)       The
Borrower, any Significant Subsidiary or any group of Subsidiaries of the Borrower that, taken together, would constitute a Significant
Subsidiary pursuant to or within the meaning of Bankruptcy Law:


(1)       commences
a voluntary case,


(2)       consents
to the entry of an order for relief against it in an involuntary case,


(3)       consents
to the appointment of a custodian of it or for all or substantially all of its property,


(4)       makes
a general assignment for the benefit of its creditors, or


(5)       admits
in writing its inability generally to pay its debts; or


(g)       a
court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:


(1)       is
for relief against the Borrower, any Significant Subsidiary or any group of Subsidiaries of the Borrower that, taken together, would constitute
a Significant Subsidiary in an involuntary case;






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(2)       appoints
a custodian of the Borrower, any Significant Subsidiary or any group of Subsidiaries of the Borrower that, taken together, would constitute
a Significant Subsidiary or for all or substantially all of the property of the Borrower, any Significant Subsidiary or any group of Subsidiaries
of the Borrower that, taken together, would constitute a Significant Subsidiary; or


(3)       orders
the liquidation of the Borrower, any Significant Subsidiary or any group of Subsidiaries of the Borrower that, taken together, would constitute
a Significant Subsidiary;


and in each case the order or decree remains unstayed and
in effect for sixty (60) consecutive days; or


(h)       failure
by the Borrower or any of the Borrower’s Subsidiaries to pay final judgments entered by a court or courts of competent jurisdiction
aggregating in excess of $50,000,000 (determined net of amounts covered by insurance policies issued by creditworthy insurance companies
(and as to which the applicable insurance company has not denied coverage) or by third party indemnities or a combination thereof), which
judgments are not paid, discharged, bonded, satisfied or stayed for a period of sixty (60) days; or


(i)       (1)
the Borrower or any Guarantor shall default in the performance of any obligation relating to Material Indebtedness and any applicable
grace periods shall have expired and any applicable notice requirements shall have been complied with, and as a result of such default
the holder or holders of such Material Indebtedness or any trustee or agent on behalf of such holder or holders shall be permitted to
cause such Material Indebtedness to become due prior to its scheduled final maturity date, and such ability to cause such Material Indebtedness
to become due shall be continuing for a period of more than 60 consecutive days, (2) the Borrower or any Guarantor shall default in the
performance of any obligation relating to any Indebtedness of the Borrower or a Guarantor (other than the Loans and obligations relating
to Letters of Credit) outstanding under one or more agreements of the Borrower or a Guarantor that results in such Indebtedness coming
due prior to its scheduled final maturity date in an aggregate principal amount at any single time unpaid exceeding $150,000,000 or (3)
the Borrower or any Guarantor shall default in the payment of the outstanding principal amount due on the scheduled final maturity date
of any Indebtedness outstanding under one or more agreements of the Borrower or a Guarantor, any applicable grace periods shall have expired
and any applicable notice requirements shall have been complied with and such failure to make payment when due shall be continuing for
a period of more than five (5) consecutive Business Days following the applicable scheduled final maturity date thereunder, in an aggregate
principal amount at any single time unpaid exceeding $150,000,000.


then, and in every such event and at any time thereafter during
the continuance of such event, the Administrative Agent may, 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:






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(i)        terminate
forthwith the Commitments;


(ii)        declare
the Loans or any portion thereof then outstanding to be forthwith due and payable, whereupon the principal of the Loans and other Obligations
(other than Designated Hedging 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 and the Guarantors, anything contained
herein or in any other Loan Document to the contrary notwithstanding;


(iii)        require
the Borrower and the Guarantors promptly upon written demand to deposit in the Letter of Credit Account Cash Collateralization for the
LC Exposure (and to the extent the Borrower and the Guarantors shall fail to furnish such funds as demanded by the Administrative Agent,
the Administrative Agent shall be authorized to debit the accounts of the Borrower and the Guarantors (other than Escrow Accounts, Payroll
Accounts or other accounts held in trust for an identified beneficiary) maintained with the Administrative Agent in such amounts);


(iv)        set-off
amounts in the Letter of Credit Account or any other accounts (other than Escrow Accounts, Payroll Accounts or other accounts held in
trust for an identified beneficiary) maintained with the Administrative Agent (or any of its affiliates) and apply such amounts to the
obligations of the Borrower and the Guarantors hereunder and in the other Loan Documents; and


(v)        exercise
any and all remedies under the Loan Documents and under applicable law available to the Administrative Agent and the Lenders.


In case of any event with respect to the Borrower, any Significant
Subsidiary or any group of Subsidiaries that, taken together, would constitute a Significant Subsidiary described in clause (f) or (g)
of this Section 7.01, the actions and events described in clauses (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.






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(a)       Each
of the Lenders and each Issuing Lender hereby irrevocably appoints the Administrative Agent as its agent 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,
together with such actions and powers as are reasonably incidental thereto. Each of the Lenders and each Issuing Lender acknowledges that
the Borrower has appointed the Sustainability Structuring Agent to take such actions and to exercise such powers as are delegated to the
Sustainability Structuring Agent by the terms hereof, together with such actions and powers as are reasonably incidental thereto.


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


(i)       in
connection with the sale or other disposition of any asset that is part of the Collateral of the Borrower or any other Grantor, as the
case may be, to the extent permitted by the terms of this Agreement, to release a Lien granted to the Administrative Agent, for the benefit
of the Secured Parties, on such asset;


(ii)       to
determine that the cost to the Borrower or any other Grantor, as the case may be, 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 the Borrower or such
other Grantor, as the case may be, should not be required to perfect such Lien in favor of the Administrative Agent, for the benefit of
the Secured Parties;


(iii)       to
enter into the other Loan Documents on terms acceptable to the Administrative Agent and to perform its respective obligations thereunder;


(iv)       to
execute any documents or instruments necessary to release any Guarantor from the guarantees provided herein pursuant to Section 9.05;


(v)       to
enter into intercreditor and/or subordination agreements in accordance with Sections 6.06 and 10.17 on terms reasonably acceptable to
the Administrative 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; and


(vi)       to
enter into any other agreements reasonably satisfactory to the Administrative Agent granting Liens to the Administrative Agent, for the
benefit of the Secured Parties, on any assets of the Borrower or any other Grantor to secure the Obligations.


Section 8.02.Rights of Administrative
Agent. Any institution serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender
as any other Lender and may exercise the same as though it were not an Administrative 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
of the Borrower as if it were not an Administrative Agent hereunder.






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Section 8.03.Liability of Agents.


(a)       Neither
the Administrative Agent nor the Sustainability Structuring Agent shall have any duties or obligations except those expressly set forth
herein. Without limiting the generality of the foregoing, neither the Administrative Agent nor the Sustainability Structuring Agent (i)
shall be subject to any fiduciary or other implied duties, regardless of whether an Event of Default has occurred and is continuing, (ii)
shall have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly
contemplated hereby that the Administrative 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), (iii) except as expressly
set forth herein, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower
or any of the Borrower’s Subsidiaries that is communicated to or obtained by the institution serving as an Administrative Agent,
Sustainability Structuring Agent or any of their respective Affiliates in any capacity and (iv) will be required to take any action that,
in its opinion or the opinion of its counsel, may expose the Administrative Agent or the Sustainability Structuring Agent, as the case
may be, 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. Neither the Administrative
Agent nor the Sustainability Structuring Agent shall 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.


(b)       Each
of the Administrative Agent and the Sustainability Structuring 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.






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Each of the Administrative Agent and the Sustainability Structuring 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 Sustainability Structuring 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 Sustainability Structuring Agent may perform any and all of its duties and exercise its rights and
powers by or through any one or more sub-agents appointed by it. Each of the Administrative Agent and the Sustainability Structuring 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 or the
Sustainability Structuring Agent, as applicable, 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 the Sustainability
Structuring Agent.


Section 8.04.Reimbursement and Indemnification.
Each Lender agrees (a) to reimburse on demand the Administrative 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 or the Guarantors and (b) to indemnify and hold harmless the
Administrative Agent and any of its 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 or the Guarantors (except such as shall result from its gross negligence
or willful misconduct as determined in a final and nonappealable judgment by a court of competent jurisdiction).


Section 8.05.Successor Agents. Subject
to the appointment and acceptance of a successor agent as provided in this paragraph, the Administrative Agent may resign at any time
by notifying the Lenders, the Issuing Lenders and the Borrower. Upon any such resignation by the Administrative Agent, the Required Lenders
shall have the right, with the consent (provided no Event of Default or Default has occurred and is continuing) of the Borrower (such
consent not to be unreasonably withheld or delayed), to appoint a successor.






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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 gives notice of its resignation,
then the retiring Administrative Agent may, with the consent (provided no Event of Default or Default has occurred or is continuing) of
the Borrower (such consent not to be unreasonably withheld or delayed), appoint a successor Administrative 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 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, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder.
The fees payable by the Borrower to a successor Administrative 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 resignation hereunder, the provisions
of this Article and Section 10.04 shall continue in effect for the benefit of such retiring Administrative Agent, its 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.


Section 8.06.Independent Lenders.
Each Lender acknowledges that it has, independently and without reliance upon the Administrative 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 Loan, the Administrative Agent shall be authorized (but not obligated) to advance, for the account of each of the Lenders,
the amount of the Loan to be made by it in accordance with its Revolving Commitment 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 Federal Funds 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 2.19, 2.20, 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, 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 or a Guarantor, 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 Extensions of Credit
as a result of which the unpaid portion of its Revolving Extensions of Credit is proportionately less than the unpaid portion of the Revolving
Extensions of Credit of any other Lender (other than with respect to any LC Exposure under clause (i) of the definition thereof) (a) it
shall promptly purchase at par (and shall be deemed to have thereupon purchased) from such other Lender a participation in the Loans or
LC Exposure of such other Lender, so that the aggregate amount of each Lender’s Revolving Extensions of Credit and its participation
in Loans and LC Exposure of the other Lenders shall be in the same proportion to the aggregate unpaid principal amount of all Revolving
Extensions of Credit then outstanding as the amount of its Revolving Extensions of Credit prior to the obtaining of such payment was to
the amount of all Revolving Extensions of Credit 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 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 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. The provisions of this Section 8.08 shall not be construed
to apply to (a) any payment made by the Borrower or a Guarantor pursuant to and in accordance with the express terms of this Agreement
(including the application of funds arising from the existence of a Defaulting Lender) or (b) any payment obtained by any Lender as consideration
for the assignment or sale of a participation in any of its Loans or other Obligations owed to it.


Section 8.09.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 8.10.Appointment by Secured Parties.
Each Secured Party that is not a party to this Agreement shall be deemed to have appointed the Administrative Agent as its 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 8.11.Erroneous Payments.


(a)       If
the Administrative Agent (x) notifies a Lender, Issuing Lender or Secured Party, or any Person who has received funds on behalf of a Lender,
Issuing Lender or Secured Party (any such Lender, Issuing Lender, Secured Party or other recipient (and each of their respective successors
and assigns), a “Payment Recipient”) that the Administrative Agent has determined in its sole discretion (whether or
not after receipt of any notice under immediately succeeding clause (b)) that any funds (as set forth in such notice from the Administrative
Agent) received by such Payment Recipient from the Administrative Agent or any of its Affiliates were erroneously or mistakenly transmitted
to, or otherwise erroneously or mistakenly received by, such Payment Recipient (whether or not known to such Lender, Issuing Lender, Secured
Party or other Payment Recipient on its behalf) (any such funds, whether transmitted or received as a payment, prepayment or repayment
of principal, interest, fees, distribution or otherwise, individually and collectively, an “Erroneous Payment”) and
(y) demands in writing the return of such Erroneous Payment (or a portion thereof), such Erroneous Payment shall at all times remain the
property of the Administrative Agent pending its return or repayment as contemplated below in this Section 8.11 and held in trust for
the benefit of the Administrative Agent, and such Lender, Issuing Lender or Secured Party shall (or, with respect to any Payment Recipient
who received such funds on its behalf, shall cause such Payment Recipient to) promptly, but in no event later than two Business Days thereafter
(or such later date as the Administrative Agent may, in its sole discretion, specify in writing), return to the Administrative Agent the
amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made, in same day funds (in the currency so received),
together with interest thereon (except to the extent waived in writing by the Administrative Agent) in respect of each day from and including
the date such Erroneous Payment (or portion thereof) was received by such Payment Recipient to the date such amount is repaid to the Administrative
Agent in same day funds at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with
banking industry rules on interbank compensation from time to time in effect. A notice of the Administrative Agent to any Payment Recipient
under this clause (a) shall be conclusive, absent manifest error.






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(b)       Without
limiting immediately preceding clause (a), each Lender, Issuing Lender or Secured Party, or any Person who has received funds on behalf
of a Lender, Issuing Lender or Secured Party (and each of their respective successors and assigns), agrees that if it receives a payment,
prepayment or repayment (whether received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise)
from the Administrative Agent (or any of its Affiliates) (x) that is in a different amount than, or on a different date from, that specified
in this Agreement or in a notice of payment, prepayment or repayment sent by the Administrative Agent (or any of its Affiliates) with
respect to such payment, prepayment or repayment, (y) that was not preceded or accompanied by a notice of payment, prepayment or repayment
sent by the Administrative Agent (or any of its Affiliates), or (z) that such Lender, Issuing Lender or Secured Party, or other such recipient,
otherwise becomes aware was transmitted, or received, in error or by mistake (in whole or in part), then in each such case:


(i)       it
acknowledges and agrees that (A) in the case of immediately preceding clauses (x) or (y), an error and mistake shall be presumed to have
been made (absent written confirmation from the Administrative Agent to the contrary) or (B) an error and mistake has been made (in the
case of immediately preceding clause (z)), in each case, with respect to such payment, prepayment or repayment; and


(ii)       such
Lender, Issuing Lender or Secured Party shall use commercially reasonable efforts to (and shall use commercially reasonable efforts to
cause any other recipient that receives funds on its respective behalf to) promptly (and, in all events, within one Business Day of its
knowledge of the occurrence of any of the circumstances described in immediately preceding clauses (x), (y) and (z)) notify the Administrative
Agent of its receipt of such payment, prepayment or repayment, the details thereof (in reasonable detail) and that it is so notifying
the Administrative Agent pursuant to this Section 8.11(b).


For the avoidance of doubt, the failure to deliver
a notice to the Administrative Agent pursuant to this Section 8.11(b) shall not have any effect on a Payment Recipient’s obligations
pursuant to Section 8.11(a) or on whether or not an Erroneous Payment has been made.


(c)       Each
Lender, Issuing Lender or Secured Party hereby authorizes the Administrative Agent to set off, net and apply any and all amounts at any
time owing to such Lender, Issuing Lender or Secured Party under any Loan Document, or otherwise payable or distributable by the Administrative
Agent to such Lender, Issuing Lender or Secured Party under any Loan Document with respect to any payment of principal , interest, fees
or other amounts, against any amount that the Administrative Agent has demanded to be returned under immediately preceding clause (a).






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(d)       (i)
In the event that an Erroneous Payment (or portion thereof) is not recovered by the Administrative Agent for any reason, after demand
therefor in accordance with immediately preceding clause (a), from any Lender or Issuing Lender that has received such Erroneous Payment
(or portion thereof) (and/or from any Payment Recipient who received such Erroneous Payment (or portion thereof) on its respective behalf)
(such unrecovered amount, an “Erroneous Payment Return Deficiency”), upon the Administrative Agent’s notice to
such Lender or Issuing Lender at any time, then effective immediately (with the consideration therefore being acknowledged by the parties
hereto), (A) such Lender or Issuing Lender shall be deemed to have assigned its Loans (but not its Commitments) with respect to which
such Erroneous Payment was made (the “Erroneous Payment Impacted Class”) in an amount equal to the Erroneous Payment
Return Deficiency (or such lesser amount as the Administrative Agent may specify) (such assignment of the Loans (but not Commitments)
of the Erroneous Payment Impacted Class, the “Erroneous Payment Deficiency Assignment”) (on a cashless basis and such
amount calculated at par plus any accrued and unpaid interest (with the assignment fee to be waived by the Administrative Agent in such
instance)), and is hereby (together with the Borrower) deemed to execute and deliver an Assignment and Assumption (or, to the extent applicable,
an agreement incorporating an Assignment and Assumption by reference pursuant to a Platform as to which the Administrative Agent and such
parties are participants) with respect to such Erroneous Payment Deficiency Assignment, and such Lender or Issuing Lender shall deliver
any Notes evidencing such Loans to the Borrower or the Administrative Agent (but the failure of such Person to deliver any such Notes
shall not affect the effectiveness of the foregoing assignment), (B) the Administrative Agent as the assignee Lender shall be deemed to
acquire the Erroneous Payment Deficiency Assignment, (C) upon such deemed acquisition, the Administrative Agent as the assignee Lender
shall become a Lender or Issuing Lender, as applicable, hereunder with respect to such Erroneous Payment Deficiency Assignment and the
assigning Lender or assigning Issuing Lender shall cease to be a Lender or Issuing Lender, as applicable, hereunder with respect to such
Erroneous Payment Deficiency Assignment, excluding, for the avoidance of doubt, its obligations under the indemnification provisions of
this Agreement and its applicable Commitments which shall survive as to such assigning Lender or assigning Issuing Lender and (D) the
Administrative Agent and the Borrower shall each be deemed to have waived any consents required under this Agreement to any such Erroneous
Payment Deficiency Assignment, and (E) the Administrative Agent will reflect in the Register its ownership interest in the Loans subject
to the Erroneous Payment Deficiency Assignment. For the avoidance of doubt, no Erroneous Payment Deficiency Assignment will reduce the
Commitments of any Lender and such Commitments shall remain available in accordance with the terms of this Agreement.


(ii) Subject to Section 10.02 (but excluding,
in all events, any assignment consent or approval requirements (whether from the Borrower or otherwise)), the Administrative Agent may,
in its discretion, sell any Loans acquired pursuant to an Erroneous Payment Deficiency Assignment and upon receipt of the proceeds of
such sale, the Erroneous Payment Return Deficiency owing by the applicable Lender shall be reduced by the net proceeds of the sale of
such Loan (or portion thereof), and the Administrative Agent shall retain all other rights, remedies and claims against such Lender (and/or
against any recipient that receives funds on its respective behalf).






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In addition, an Erroneous Payment Return Deficiency owing by the
applicable Lender (x) shall be reduced by the proceeds of prepayments or repayments of principal and interest, or other distribution in
respect of principal and interest, received by the Administrative Agent on or with respect to any such Loans acquired from such Lender
pursuant to an Erroneous Payment Deficiency Assignment (to the extent that any such Loans are then owned by the Administrative Agent)
and (y) may, in the sole discretion of the Administrative Agent, be reduced by any amount specified by the Administrative Agent in writing
to the applicable Lender from time to time.


(e)       The
parties hereto agree that (x) irrespective of whether the Administrative Agent may be equitably subrogated, in the event that an Erroneous
Payment (or portion thereof) is not recovered from any Payment Recipient that has received such Erroneous Payment (or portion thereof)
for any reason, the Administrative Agent shall be subrogated to all the rights and interests of such Payment Recipient (and, in the case
of any Payment Recipient who has received funds on behalf of a Lender, Issuing Lender or Secured Party, to the rights and interests of
such Lender, Issuing Lender or Secured Party, as the case may be) under the Loan Documents with respect to such amount (the “Erroneous
Payment Subrogation Rights”) (provided that the Loan Parties’ Obligations under the Loan Documents in respect of
the Erroneous Payment Subrogation Rights shall not be duplicative of such Obligations in respect of Loans that have been assigned to the
Administrative Agent under an Erroneous Payment Deficiency Assignment) and (y) an Erroneous Payment shall not pay, prepay, repay, discharge
or otherwise satisfy any Obligations owed by the Borrower or any other Loan Party; provided that this Section 8.11 shall not be
interpreted to increase (or accelerate the due date for), or have the effect of increasing (or accelerating the due date for), the Obligations
of the Borrower or any other Loan Party relative to the amount (and/or timing for payment) of the Obligations that would have been payable
had such Erroneous Payment not been made by the Administrative Agent; provided, further, that for the avoidance of doubt,
immediately preceding clauses (x) and (y) shall not apply to the extent any such Erroneous Payment is, and solely with respect to the
amount of such Erroneous Payment that is, comprised of funds received by the Administrative Agent from, or on behalf of (including through
the exercise of remedies under any Loan Document), the Borrower or any other Loan Party for the purpose of a payment on the Obligations.


(f)       To
the extent permitted by applicable law, no Payment Recipient shall assert any right or claim to an Erroneous Payment, and hereby waives,
and is deemed to waive, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim
by the Administrative Agent for the return of any Erroneous Payment received, including, without limitation, any defense based on “discharge
for value” or any similar doctrine.


(g)       Each
party’s obligations, agreements and waivers under this Section 8.11 shall survive the resignation or replacement of the Administrative
Agent, any transfer of rights or obligations by, or the replacement of, a Lender or Issuing Lender, the termination of the Commitments
and/or the repayment, satisfaction or discharge of all Obligations (or any portion thereof) under any Loan Document.






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SECTION 9.



GUARANTY


Section 9.01.Guaranty.


(a)       Each
of the Guarantors unconditionally, absolutely and irrevocably guarantees the due and punctual payment by the Borrower of the Obligations
(including interest accruing on and after the filing of any petition in bankruptcy or of reorganization of the obligor whether or not
post filing interest is allowed in such proceeding) (collectively, the “Guaranteed Obligations” and the obligations
of each Guarantor in respect thereof, its “Guaranty Obligations”). Each of the Guarantors further agrees that, to the
extent permitted by applicable law, the Obligations may be extended or renewed, in whole or in part, without notice to or further assent
from it, and it will remain bound upon this guaranty notwithstanding any extension or renewal of any of the Obligations. The Guaranteed
Obligations of the Guarantors shall be joint and several. Each of the Guarantors further agrees that its guaranty hereunder is a primary
obligation of such Guarantor and not merely a contract of surety.


(b)       To
the extent permitted by applicable law, each of the Guarantors waives presentation to, demand for payment from and protest to the Borrower
or any other Guarantor, and also waives notice of protest for nonpayment. The obligations of the Guarantors hereunder shall not, to the
extent permitted by applicable law, be affected by (i) the failure of the Administrative Agent or a Lender to assert any claim or demand
or to enforce any right or remedy against the Borrower or any other Guarantor under the provisions of this Agreement or any other Loan
Document or otherwise; (ii) any extension or renewal of any provision hereof or thereof; (iii) any rescission, waiver, compromise, acceleration,
amendment or modification of any of the terms or provisions of any of the Loan Documents; (iv) the release, exchange, waiver or foreclosure
of any security held by the Administrative Agent for the Obligations or any of them; (v) the failure of the Administrative Agent or a
Lender to exercise any right or remedy against any other Guarantor; or (vi) the release or substitution of any Collateral or any other
Guarantor.


(c)       To
the extent permitted by applicable law, each of the Guarantors further agrees that this guaranty constitutes a guaranty of payment when
due and not just of collection, and waives any right to require that any resort be had by the Administrative Agent or a Lender to any
security held for payment of the Obligations or to any balance of any deposit, account or credit on the books of the Administrative Agent
or a Lender in favor of the Borrower or any other Guarantor, or to any other Person.






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(d)       To
the extent permitted by applicable law, each of the Guarantors hereby waives any defense that it might have based on a failure to remain
informed of the financial condition of the Borrower and of any other Guarantor and any circumstances affecting the ability of the Borrower
to perform under this Agreement.


(e)       To
the extent permitted by applicable law, each Guarantor’s guaranty shall not be affected by the genuineness, validity, regularity
or enforceability of the Obligations or any other instrument evidencing any Obligations, or by the existence, validity, enforceability,
perfection, or extent of any collateral therefor or by any other circumstance relating to the Obligations which might otherwise constitute
a defense to this guaranty (other than payment in full in cash of the Obligations in accordance with the terms of this Agreement (other
than those that constitute unasserted contingent indemnification obligations)). Neither the Administrative Agent nor any of the Lenders
makes any representation or warranty in respect to any such circumstances or shall have any duty or responsibility whatsoever to any Guarantor
in respect of the management and maintenance of the Obligations.


(f)       Upon
the occurrence of the Obligations becoming due and payable (by acceleration or otherwise), the Lenders shall be entitled to immediate
payment of such Obligations by the Guarantors upon written demand by the Administrative Agent.


Section 9.02.No Impairment of Guaranty.
To the extent permitted by applicable law, the obligations of the Guarantors hereunder shall not be subject to any reduction, limitation
or impairment for any reason, including, without limitation, any claim of waiver, release, surrender, alteration or compromise, other
than pursuant to a written agreement in compliance with Section 10.08 and shall not be subject to any defense or set-off, counterclaim,
recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Obligations. To the extent permitted
by applicable law, without limiting the generality of the foregoing, the obligations of the Guarantors hereunder shall not be discharged
or impaired or otherwise affected by the failure of the Administrative Agent or a Lender to assert any claim or demand or to enforce any
remedy under this Agreement or any other agreement, by any waiver or modification of any provision hereof or thereof, by any default,
failure or delay, willful or otherwise, in the performance of the Obligations, or by any other act or thing or omission or delay to do
any other act or thing which may or might in any manner or to any extent vary the risk of the Guarantors or would otherwise operate as
a discharge of the Guarantors as a matter of law.


Section 9.03.Continuation and Reinstatement,
etc. Each Guarantor further agrees that its guaranty hereunder shall continue to be effective or be reinstated, as the case may be,
if at any time payment, or any part thereof, of any Obligation is rescinded or must otherwise be restored by the Administrative Agent,
the Issuing Lenders, any Lender or any other Secured Party upon the bankruptcy or reorganization of the Borrower or a Guarantor, or otherwise.






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Section 9.04.Subrogation. Upon payment
by any Guarantor of any sums to the Administrative Agent or a Lender hereunder, all rights of such Guarantor against the Borrower arising
as a result thereof by way of right of subrogation or otherwise, shall in all respects be subordinate and junior in right of payment to
the prior payment in full of all the Obligations (including interest accruing on and after the filing of any petition in bankruptcy or
of reorganization of an obligor whether or not post filing interest is allowed in such proceeding). If any amount shall be paid to such
Guarantor for the account of the Borrower relating to the Obligations prior to payment in full of the Obligations, such amount shall be
held in trust for the benefit of the Administrative Agent and the Lenders and shall forthwith be paid to the Administrative Agent and
the Lenders to be credited and applied to the Obligations, whether matured or unmatured.


Section 9.05.Discharge of Guaranty.


(a)       In
the event of any sale or other disposition of all or substantially all of the assets of any Guarantor, by way of merger, consolidation
or otherwise, or a sale or other disposition of all Capital Stock of any Guarantor, in each case to a Person that is not (either before
or after giving effect to such transactions) the Borrower or a Guarantor or the merger or consolidation of a Guarantor with or into the
Borrower or another Guarantor, in each case, in a transaction permitted under this Agreement, then such Guarantor (in the event of a sale
or other disposition, by way of merger, consolidation or otherwise, of all of the Capital Stock of such Guarantor) or the corporation
acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) will
be automatically released and relieved of any obligations under its Guarantee of the Guaranteed Obligations.


(b)       Upon
the request of the Borrower, the guarantee of any Guarantor that is an Immaterial Subsidiary shall be promptly released; provided
that (i) no Event of Default shall have occurred and be continuing or shall result therefrom and (ii) the Borrower shall have delivered
a certificate of a Responsible Officer certifying that such Subsidiary is an Immaterial Subsidiary; provided further that a Subsidiary
that is considered not to be an Immaterial Subsidiary solely pursuant to clause (i)(1) of the second proviso of the definition thereof
shall, solely for purposes of this clause (b), be considered an Immaterial Subsidiary, so long as any applicable guarantee, pledge or
other obligation of such Subsidiary with respect to any Junior Secured Debt shall be irrevocably released and discharged substantially
simultaneously with the release of such guarantee hereunder.


(c)       The
Administrative Agent shall use commercially reasonable efforts to execute and deliver, at the Borrower’s expense, such documents
as the Borrower or any Guarantor may reasonably request to evidence the release of the guarantee of such Guarantor provided herein.






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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), 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 or any Guarantor, to it at JetBlue Airways Corporation, 27-01 Queens Plaza North, Long Island City, New York 11101, telephone:
(718) 286-7900, facsimile: (718) 425-9260, email: Treasury@jetblue.com; Attention: Treasurer;


with a copy to:


JetBlue Airways Corporation, 27-01 Queens Plaza North, Long
Island City, New York 11101, telephone: (718) 286-7900, facsimile: (718) 425-9260; Attention: General Counsel;


(ii)       if
to Citibank as Administrative Agent, to it at Citibank, N.A., 1 Penns Way, OPS 2/2, Global Loans, New Castle, Delaware 19720, Attention:
Agency Operations, Ref: JetBlue Airways, telephone: (302) 894-6010, facsimile: (646) 274-5080;


(iii)       if
to an Issuing Lender that is a Lender, to it at its address determined pursuant to clause (iv) below or, if to an Issuing Lender that
is not a Lender, to it at the address most recently specified by it in notice delivered by it to the Administrative Agent and the Borrower,
unless no such notice has been received, in which case to it in care of its Affiliate that is a Lender at its address determined pursuant
to clause (iv); and


(iv)       if
to any other Lender, to it at its address (or telecopy number) set forth in Annex A hereto or, if subsequently delivered, an Assignment
and Acceptance.


(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, the Sustainability 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.






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(c)       Any
party hereto may change its address, telecopy number or e-mail address 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 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), provided that the foregoing
shall not restrict any transaction permitted by Section 6.10, 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.


(b)       (i)  Subject
to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to one or more assignees all or a portion of its rights
and obligations under this Agreement (including all or a portion of its Revolving Commitment and the Loans 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 for an assignment if the assignee
is a Lender, an Affiliate of a Lender or an Approved Fund of a Lender, in each case so long as such assignee is an Eligible Assignee;
and


(B)       the
Borrower; provided that no consent of the Borrower shall be required for an assignment (I) if an Event of Default has occurred
and is continuing or (II) if the assignee is a Lender, an Affiliate of a Lender or an Approved Fund of a Lender, in each case so long
as such assignee is an Eligible Assignee; provided, further, that the Borrower’s consent will be deemed given with
respect to a proposed assignment if no response is received with ten (10) Business Days after having received a written request from such
Lender pursuant to this Section 10.02(b).






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(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, an Affiliate of a Lender or an Approved Fund of a Lender or an assignment of the entire remaining
amount of the assigning Lender’s Revolving Commitment or Loans, the amount of such Commitment or 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 Loan or Commitment held by the
assigning Lender of the same tranche as the assigned portion of the Loan or Commitment shall not be less than $5,000,000, in each case
unless the Borrower and the Administrative Agent otherwise consent; provided that no consent of the Borrower shall be required
with respect to such assignment if an Event of Default has occurred and is continuing; provided, further, 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;


(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; and


(E)       the
assignee, if it was not a Lender immediately prior to such assignment, shall deliver (i) to the Administrative Agent an administrative
questionnaire in a form as the Administrative Agent may require and (ii) any documents required to be delivered pursuant to Section 2.16.


For the purposes of this Section 10.02(b), the
term “Approved Fund” means with respect to any Lender, any Person (other than a natural person) that is engaged in
making, purchasing, holding or investing in bank loans and similar extensions of credit in the ordinary course of its business and that
is administered or managed by (a) such Lender, (b) an Affiliate of such Lender or (c) an entity or an Affiliate of an entity that administers
or manages such Lender.






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(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 Revolving 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 10.02.


(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 Loans and
LC Disbursements 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 Guarantors, 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 Loans 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 Revolving Lender hereunder
(and interest accrued thereon), and (y) acquire (and fund as appropriate) its full pro rata share of all Loans and participations in Letters
of Credit in accordance with its Aggregate Exposure Percentage.






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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 2.04(a), 8.04 or 10.04(d), 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.


(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 (a “Participant”) in all or a portion of such Lender’s rights and obligations under this Agreement
(including all or a portion of its Commitment and the 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 Section 10.02(d)(ii), 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 Section 10.02(b). 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 Loans or other obligations under this Agreement (the “Participant Register”);






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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 Commitments, 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 Commitment,
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, a Guarantor 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 2.14 or 2.16 than the applicable Lender would have been
entitled to receive with respect to the participation sold to such Participant and shall be subject to the terms of Section 2.18(a). The
Lender selling the participation to such Participant shall be subject to the terms of Section 2.18(b) if such Participant requests compensation
or additional amounts pursuant to Section 2.14 or 2.16. 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) and 2.16(h) 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 other 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 or any of the Guarantors
furnished to such Lender by or on behalf of the Borrower or any of the Guarantors; provided that prior to any such disclosure,
each such assignee or participant or proposed assignee or participant provides to the Administrative Agent its agreement in writing to
be bound for the benefit of the Borrower by either the provisions of Section 10.03 or other provisions at least as restrictive as Section
10.03.






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Section 10.03.Confidentiality. Each
Lender agrees to keep any information delivered or made available by the Borrower or any of the Guarantors to it confidential, in accordance
with its customary procedures, from anyone other than persons employed or retained by such Lender who are or are expected to become engaged
in evaluating, approving, structuring or administering the Loans, and who are advised by such Lender of the confidential nature of such
information; provided that nothing herein shall prevent any Lender from disclosing such information (a) to any of its Affiliates
and their respective agents and 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) or to any other Lender or any other party
hereto, (b) upon the order of any court or administrative agency, (c) upon the request or demand of any regulatory agency or authority
(including any self-regulatory authority), (d) which has been publicly disclosed other than as a result of a disclosure by the Administrative
Agent or any Lender which is not permitted by this Agreement, (e) in connection with any litigation to which the Administrative Agent,
any Lender, or their respective Affiliates may be a party to the extent reasonably required under applicable rules of discovery, (f) to
the extent reasonably required in connection with the exercise of any remedy or enforcement of rights hereunder, (g) to such Lender’s
legal counsel and independent auditors, (h) on a confidential basis to any rating agency in connection with rating the Borrower and its
Subsidiaries or the Revolving Facility, (i) with the consent of the Borrower, (j) to any actual or proposed participant or assignee of
all or part of its rights hereunder, 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 or to any credit insurance provider relating to the Borrower
and its obligations and (k) to any other party to this Agreement, in each case, 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 or credit
insurance provider for purposes of this Section 10.03(j)). If any Lender is in any manner requested or required to disclose any of the
information delivered or made available to it by the Borrower or any of the Guarantors under clauses (b) or (e) of this Section, such
Lender will, to the extent permitted by law, provide the Borrower or such Guarantor with prompt notice, to the extent reasonable, so that
the Borrower or such Guarantor may seek, at its sole expense, a protective order or other appropriate remedy or may waive compliance with
this Section 10.03.


Section 10.04.Expenses; Indemnity; Damage
Waiver.


(a)       (i)
The Borrower shall pay or reimburse: (A) all reasonable fees and reasonable out-of-pocket expenses of the Administrative Agent (including
the reasonable fees, disbursements and other charges of Milbank LLP, special counsel to the Administrative Agent) associated with the
syndication of the credit facilities provided for herein, and the preparation, execution and delivery of the Loan Documents and any amendments,
modifications or waivers of the provisions hereof requested by the Borrower (whether or not the transactions contemplated hereby or thereby
shall be consummated); and (B) in connection with any enforcement of the Loan Documents, (i) all fees and out-of-pocket expenses of the
Administrative Agent (including the reasonable fees, disbursements and other charges of a single counsel for the Administrative Agent)
incurred during the continuance of a Default,






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(ii) all such fees and expenses of the
Administrative Agent and the Lenders (including the reasonable fees, disbursements and other charges of counsel for the Administrative
Agent and the Lenders, which may be separate counsel) incurred during the continuance of an Event of Default; and (C) all reasonable,
documented, out-of-pocket costs, expenses, taxes, assessments and other charges (including the reasonable fees, disbursements and other
charges of counsel for the Administrative Agent) incurred by the Administrative Agent in connection with any filing, registration, recording
or perfection of any security interest contemplated by any Loan Document or incurred in connection with any release or addition of Collateral
after the Second Restatement Effective Date.


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


(b)       The
Borrower shall indemnify the Administrative Agent, the Sustainability Structuring 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, including the reasonable fees, charges
and disbursements of any counsel for any Indemnitee, arising out of, in connection with, or as a result of any actual or prospective claim,
litigation, investigation or proceeding, whether based on contract, tort or any other theory and regardless of whether any Indemnitee
is a party thereto and whether or not any such claim, litigation, investigation or proceeding is brought by the Borrower, its equity holders,
its Affiliates, its creditors or any other Person (including any investigating, preparing for or defending any such claims, actions, suits,
investigations or proceedings, whether or not in connection with pending or threatened litigation in which such Indemnitee is a party),
relating to (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 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) or (iii) any actual or alleged presence or 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 in any way to, or asserted against, the
Borrower or any of its Subsidiaries; 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 have resulted from the bad faith, gross negligence or willful misconduct of such Indemnitee (or of any Related Party that
is a controlled Affiliate of such Indemnitee (a “Controlled Related Party”)), and any such Indemnitee shall repay the
Borrower the amount of any expenses previously reimbursed by the Borrower in connection with any such loss, claims, damages, expenses
or liability to such Indemnitee and, to the extent not repaid by any of them, such Indemnitee’s Controlled Related Parties not a
party to this Agreement. 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.






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(c)       In
case any action or proceeding shall be brought or asserted against an Indemnitee in respect of which indemnity may be sought against the
Borrower under the provisions of any Loan Document, such Indemnitee shall promptly notify the Borrower in writing to the extent legally
permitted and the Borrower shall, if requested by such Indemnitee or if the Borrower desires to do so, assume the defense thereof, including
the employment of counsel reasonably satisfactory to such Indemnitee but only if (i) no Event of Default shall have occurred and be continuing
and (ii) such action or proceeding does not involve any risk of criminal liability or material risk of material civil money penalties
being imposed on such Indemnitee. The Borrower shall not enter into any settlement of any such action or proceeding that admits any Indemnitee’s
misconduct or negligence. The failure to so notify the Borrower shall not affect any obligations the Borrower may have to such Indemnitee
under the Loan Documents or otherwise other than to the extent that the Borrower is materially adversely affected by such failure. The
Indemnitees shall have the right to employ separate counsel in such action or proceeding and participate in the defense thereof, but the
fees and expenses of such counsel shall be at the expense of the Indemnitees unless: (i) the Borrower has agreed to pay such fees and
expenses, (ii) the Borrower has failed to assume the defense of such action or proceeding and employ counsel reasonably satisfactory to
the Indemnitees or (iii) the Indemnitees shall have been advised in writing by counsel that under prevailing ethical standards there may
be a conflict between the positions of the Borrower and the Indemnitees in conducting the defense of such action or proceeding or that
there may be legal defenses available to the Indemnitees different from or in addition to those available to the Borrower, in which case,
if the Indemnitees notify the Borrower in writing that they elect to employ separate counsel at the expense of the Borrower, the Borrower
shall not have the right to assume the defense of such action or proceeding on behalf of the Indemnitees; provided, however,
that the Borrower shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions
or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be responsible hereunder for the
reasonable fees and expenses of more than one such firm of separate counsel, in addition to any local counsel. The Borrower shall not
be liable for any settlement of any such action or proceeding effected without the written consent of the Borrower (which shall not be
unreasonably withheld or delayed).


(d)       To
the extent that the Borrower fails to pay any amount required to be paid by it to the Administrative Agent under paragraph (a) or (b)
of this Section 10.04, each Lender severally agrees to pay to the Administrative Agent, 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 in its capacity as such.






    	 	 134	 



     


    

 


(e)       To
the extent permitted by applicable law, each party hereto shall not assert, and hereby waives, any claim against any other party hereto,
on any theory of 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
Loan or Letter of Credit or the use of the proceeds thereof; provided that nothing in this clause (e) shall relieve the Borrower
of any obligation it may have to indemnify an Indemnitee pursuant to, and in accordance with the terms of, paragraphs (b) and (c) of this
Section 10.04 . No Indemnitee referred to in paragraph (b) above shall be liable for any damages arising from the use by unintended recipients
of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems
in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby (except to the extent
determined in a final and non-appealable judgment by a court of competent jurisdiction to have arisen from the bad faith, willful misconduct
or gross negligence of such Indemnitee or any Controlled Related Party of such Indemnitee).


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,
and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, 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 Section 10.05(b). 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.






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(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.


Section 10.06.No Waiver. No failure
on the part of the Administrative 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)       No
modification, amendment or waiver of any provision of this Agreement or any Collateral Document (other than the Account Control Agreements),
and no consent to any departure by the Borrower or any Guarantor 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, subject to Sections 2.07(d) and 2.29 of this Agreement, no such modification or amendment shall without the prior written consent
of:


(i)       each
Lender directly and adversely affected thereby (A) increase the Commitment of any Lender or extend the termination date of the 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 Commitment of a Lender), or (B) reduce the principal amount of any Loan, any reimbursement obligation in respect of any Letter
of Credit issued by it, or the rate of interest payable thereon (provided that only the consent of the Required Lenders (or in the case
of any such reimbursement obligation, the applicable Issuing Lender) shall be necessary for a waiver of default interest referred to in
Section 2.08), or extend any date for the payment of interest or Fees hereunder or reduce any Fees payable hereunder or extend the final
stated maturity of the Revolving Loans or reimbursement or cash collateralization obligations in respect of Letters of Credit or (C) amend,
modify or waive any provision of Section 2.17(b); and


(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,
(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,






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(C) release all or substantially
all of the Collateral from the Liens granted to the Administrative Agent hereunder or under any other Loan Document (except to the extent
contemplated by Section 6.09 or by the terms of the Collateral Documents) or (D) subordinate the Liens granted to the Administrative Agent
hereunder or under any other Loan Document in respect of all (or substantially all) of the Collateral to any Lien securing any other Indebtedness
of the Borrower or its Subsidiaries (except to the extent contemplated by Section 10.17 or by the terms of the Collateral Documents);


provided further, that any Collateral Document may be amended,
supplemented or otherwise modified with the consent of the applicable Grantor and the Administrative Agent (i) to add assets (or categories
of assets) to the Collateral covered by such Collateral Document, as contemplated by the definition of Additional Collateral set forth
in Section 1.01 hereof or (ii) to remove any asset or type or category of asset (including after-acquired assets of that type or category)
from the Collateral covered by such Collateral Document to the extent the release thereof is permitted by Section 6.09(c).


(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 or any Guarantor shall entitle the Borrower or any Guarantor 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
Loans held by such Lender. No amendment to this Agreement shall be effective against the Borrower or any Guarantor unless signed by the
Borrower or such Guarantor, as the case may be.


(d)       Notwithstanding
anything to the contrary contained in Section 10.08(a), (i) in the event that either 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, 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)); and (ii) if the Administrative Agent and the Borrower shall have jointly identified an obvious error or any error
or omission of a technical or immaterial nature in any provision of the Loan Documents, 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 if the same is not objected to in writing by the Required Lenders within five (5) Business Days after written
notice thereof to the Lenders.






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(e)       [Reserved].


(f)       In
addition, notwithstanding anything to the contrary contained in Section 10.08(a), this Agreement and, as appropriate, the other Loan Documents,
may be amended (or amended and restated) with the written consent of the Required Lenders, the Administrative Agent and the Borrower (a)
to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding
thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Loan
Documents with the Revolving Loans and the accrued interest and fees in respect thereof and (b) to include appropriately the Lenders holding
such credit facilities in any determination of the Required Lenders.


(g)       In
addition, notwithstanding anything to the contrary contained in Section 7.01 or Section 10.08(a), following the consummation of any Extension
pursuant to Section 2.28, no modification, amendment or waiver (including, for the avoidance of doubt, any forbearance agreement entered
into with respect to this Agreement) shall limit the right of any non-extending Revolving Lender (each, a “Non-Extending Lender”)
to enforce its right to receive payment of amounts due and owing to such Non-Extending Lender on the Revolving Maturity Date applicable
to the Revolving Commitments of such Non-Extending Lenders without the prior written consent of Non-Extending Lenders that would constitute
Required Lenders if the Non-Extending Lenders were the only Lenders hereunder at the time.


(h)       It
is understood that the amendment provisions of this Section 10.08 shall not apply to extensions of the Revolving Facility Maturity Date
or the maturity date of any tranche of Revolving Commitments, in each case, made in accordance with Section 2.28.


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 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.






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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 Loans, the expiration or termination of the Letters of Credit
and the Commitments, or the termination of this Agreement or any provision hereof.


Section 10.12.Execution in Counterparts;
Integration; Effectiveness.


(a)       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.


(b)       The
words “execution,” “signed,” “signature,” and words of like import in this Agreement and the other
Loan Documents including any Assignment and Assumption shall be deemed to include electronic signatures or electronic records, each of
which shall be of the same legal effect, validity or enforceability as a manually executed signature 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 10.13.USA Patriot Act. Each
Lender that is subject to the requirements of the Patriot Act hereby notifies the Borrower and each Guarantor that pursuant to the requirements
of the Act, it is required to obtain, verify and record information that identifies the Borrower and each Guarantor, which information
includes the name and address of the Borrower and each Guarantor and other information that will allow such Lender to identify the Borrower
and each Guarantor in accordance with the Patriot Act.


Section 10.14.New Value. It is the
intention of the parties hereto that any provision of Collateral by a Grantor as a condition to, or in connection with, the making of
any Loan or the issuance of any Letter of Credit hereunder, shall be made as a contemporaneous exchange for new value given by the Lenders
or Issuing Lenders, as the case may be, to the Borrower.






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Section 10.15.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 10.15.


Section 10.16.No Fiduciary Duty.
The Administrative 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 agree 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 the Guarantors, 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 it 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.






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Section 10.17.Intercreditor Agreements.
Notwithstanding anything to the contrary contained in this Agreement, if at any time the Administrative Agent shall enter into any intercreditor
agreement pursuant to and as permitted by the terms of this Agreement (any such intercreditor agreement, an “Intercreditor Agreement”)
and such Intercreditor Agreement shall remain outstanding, the rights granted to the Secured Parties hereunder and under the other Loan
Documents, the lien and security interest granted to the Administrative Agent pursuant to this Agreement or any other Loan Document and
the exercise of any right or remedy by the Administrative Agent hereunder or under any other Loan Document shall be subject to the terms
and conditions of such Intercreditor Agreement. In the event of any conflict between the terms of this Agreement, any other Loan Document
and such Intercreditor Agreement, the terms of such Intercreditor Agreement shall govern and control with respect to any right or remedy,
and no right, power or remedy granted to the Administrative Agent hereunder or under any other Loan Document shall be exercised by the
Administrative Agent, and no direction shall be given by the Administrative Agent, in contravention of such Intercreditor Agreement.


Section 10.18.Registrations with International
Registry. Each of the parties hereto (i) consents to the registrations with the International Registry of the International Interests
constituted by the Aircraft and Spare Engine Mortgage, and (ii) covenants and agrees that it will take all such action reasonably requested
by the 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 Mortgaged Collateral and providing consents to any registration
as may be contemplated by the Loan Documents.


Section 10.19.Acknowledgment and Consent
to Bail-In of EEA 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;






    	 	 141	 



     


    

 


(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.


Section 10.20.Acknowledgment 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 Resolutions 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):


In the event a Covered Entity
that is a 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 or such QFC Credit Support, and any rights in property securing such Supported QFC and 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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IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be duly executed as of the day and the year first written.


	 	JETBLUE AIRWAYS CORPORATION, 

as Borrower
	 	 	 
	 	 	 
	 	By:	/s/ Ursula L. Hurley
	 	 	Name: Ursula L. Hurley
	 	 	Title: Chief Financial Officer


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


Signature Page – Second Amended and Restated
Credit Agreement


 



    	 	 	 



     


    










 


	 	CITIBANK, N.A., as Administrative Agent
	 	 	 
	 	 	 
	 	By:	/s/ Albert Mari, Jr.
	 	 	Name: Albert Mari, Jr.
	 	 	Title: Senior Trust Officer


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


Signature Page – Second Amended and Restated
Credit Agreement


 



    	 	 	 



     


    







 


	 	CITIBANK, N.A., as a Lender
	 	 	 
	 	 	 
	 	By:	/s/ Michael Leonard
	 	 	Name: Michael Leonard
	 	 	Title: VP


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


Signature Page – Second Amended and Restated
Credit Agreement


 



    	 	 	 



     


    







 


	 	BARCLAYS BANK PLC, as a Lender
	 	 	 
	 	 	 
	 	By:	/s/ Charlene Saldanha
	 	 	Name: Charlene Saldanha
	 	 	Title: Vice President


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


Signature Page – Second Amended and Restated
Credit Agreement


 



    	 	 	 



     


    




 


	 	BNP PARIBAS, as a Lender
	 	 	 
	 	 	 
	 	By:	/s/ Robert Papas
	 	 	Name: Robert Papas
	 	 	Title: Managing Director
	 	 	 
	 	 	 
	 	By:	/s/ Ahsan Avais

	 	 	Name: Ahsan Avais

	 	 	Title: Director


 


 


 


 


 


 


 


 


 


 


 


 


 


Signature Page – Second Amended and Restated
Credit Agreement






    	 	 	 



     


    


 


 


	 	GOLDMAN SACHS BANK USA, as a Lender
	 	 	 
	 	 	 
	 	By:	/s/ Thomas Manning
	 	 	Name: Thomas Manning
	 	 	Title: Authorized Signatory


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


Signature Page – Second Amended and Restated
Credit Agreement


 



    	 	 	 



     


    

 


	 	GOLDMAN SACHS LENDING PARTNERS LLC, as a Lender
	 	 	 
	 	 	 
	 	By:	/s/ Thomas Manning
	 	 	Name: Thomas Manning
	 	 	Title: Authorized Signatory


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


Signature Page – Second Amended and Restated
Credit Agreement


 



    	 	 	 



     


    

 


	 	BANK OF AMERICA, N.A., as a Lender
	 	 	 
	 	 	 
	 	By:	/s/ Prathamesh Kshirsagar
	 	 	Name: Prathamesh Kshirsagar
	 	 	Title: Director


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


Signature Page – Second Amended and Restated
Credit Agreement


 



    	 	 	 



     


    

 


	 	MORGAN STANLEY BANK, N.A., as a Lender
	 	 	 
	 	 	 
	 	By:	/s/ Michael King
	 	 	Name: Michael King
	 	 	Title: Authorized Signatory


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


Signature Page – Second Amended and Restated
Credit Agreement


 



    	 	 	 



     


    



 


 


	 	MORGAN STANLEY SENIOR FUNDING, INC., as a Lender
	 	 	 
	 	 	 
	 	By:	/s/ Michael King
	 	 	Name: Michael King
	 	 	Title: Vice President


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


Signature Page – Second Amended and Restated
Credit Agreement


 



    	 	 	 



     


    

 


	 	NATIXIS, NEW YORK BRANCH, as a Lender
	 	 	 
	 	 	 
	 	By:	/s/ Yevgeniya Levitin
	 	 	Name: Yevgeniya Levitin
	 	 	Title: Managing Director
	 	 	 
	 	 	 
	 	By:	/s/ Nicholas Lebonitte
	 	 	Name: Nicholas Lebonitte
	 	 	Title: Vice President


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


Signature Page – Second Amended and Restated
Credit Agreement






    	 	 	 



     


    

 


 


 


	 	CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as a Lender
	 	 	 
	 	 	 
	 	By:	/s/ Brian Bolotin
	 	 	Name: Brian Bolotin
	 	 	Title: Managing Director
	 	 	 
	 	 	 
	 	By:	/s/ Alexander Averbukh
	 	 	Name: Alexander Averbukh
	 	 	Title: Managing Director


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


Signature Page – Second Amended and Restated
Credit Agreement






    	 	 	 



     


    

 


ANNEX A


to Credit and Guaranty Agreement


LENDERS AND COMMITMENTS


		A.	Total Revolving Commitments



	
    Revolving Lender
	
    Revolving Commitment

	Citibank, N.A.	$95,000,000.00
	Barclays Bank plc	$95,000,000.00
	Goldman Sachs Bank, N.A.	$88,400,000.00
	BNP Paribas	$80,000,000.00
	Morgan Stanley Senior Funding, Inc.	$67,500,000.00
	Bank of America, N.A.	$60,000,000.00
	Natixis, New York Branch	$45,000,000.00
	Crédit Agricole Corporate and Investment Bank	$42,650,000.00
	Morgan Stanley Bank, N.A.	$19,850,000.00
	Goldman Sachs Lending Partners LLC	$6,600,000
	
    TOTAL:
	
    $600,000,000.00



 


 


 


 


 


 






    	 	 	 



     


    

 


		B.	Lender Notices



Citibank, N.A.

388 Greenwich Street


New York, NY 10013


Phone: (212) 816-1807


Email: albert.p.mari@citi.com;
Aviationloans@citi.com


Attention: Albert Mari


 


With a copy to:


 


Citibank, N.A.


1 Penns Way


OPS 2/2


New Castle, DE 19720


Attn: Agency Operations


Ref: JetBlue Airways


Phone: (302) 894-6010


Facsimile: (646) 274-5080


Borrower Inquiries Only: AgencyABTFSupport@citi.com


Borrower Notifications: AgencyABTSupport@citi.com


Disclosure Team Mail (Financial Reporting): GIAgentOfficeOPs@citi.com


Investor Relations Team (investor inquiries only): global.loans.support@citi.com


Goldman Sachs Bank USA


200 West Street


New York, NY 10282


Facsimile:(917) 977-3966


Email: gs-sbd-admin-contacts@gs.com


Attention: Goldman Sachs Operations


Morgan Stanley Senior Funding, Inc.


Morgan Stanley Bank, N.A.

c/o Morgan Stanley Loan Servicing

1300 Thames Street Wharf, 4th Floor

Baltimore, Maryland 21231

Facsimile: (443) 627-4355


Barclays Bank PLC

Bank Debt Management

745 Seventh Avenue, 27th Floor

New York, New York 10019

Facsimile: (212) 220-9646

Attention: Christopher R. Lee


 






    	 	 	 



     


    

 


Bank of America, N.A.

c/o Bank of America Merrill Lynch

315 Montgomery Street, 6th Floor

San Francisco, California 94104

Facsimile: (415) 228-7282


BNP Paribas

787 Seventh Avenue

New York, New York 10019

Facsimile: (212) 841-2748


Natixis, New York Branch

1251 Avenue of the Americas

New York, New York 10020

Telephone: (212) 698-3285


Email: uscibdealclosing@natixis.com;
uscibbroadridgelendingsupport@natixis.com; americasampaviation@natixis.com


Attention: Deal Closing


 


Credit Agricole Corporate and Investment Bank

Transportation Group

1301 Avenue of the Americas, New York, NY 10019

Email: cecilia.park@ca-cib.com


stephanie.vanegas@ca-cib.com

alex.averbukh@ca-cib.com


Attention: Cecilia Park, Stephanie Vanegas and Alex Averbukh


 


Goldman Sachs Lending Partners LLC


200 West Street


New York, NY 10282


Facsimile: (646) 716-7700


Email: gs-sbd-admin-contacts@gs.com


Attention: Goldman Sachs Operations






    	 	 	 



     


    

  


EXHIBIT A


to Credit and Guaranty Agreement


FORM OF INSTRUMENT OF ASSUMPTION AND JOINDER


 


 


 


 






    	 	 	 



     


    

 


EXHIBIT B


to Credit and Guaranty Agreement


FORM OF ASSIGNMENT AND ACCEPTANCE


 


 


 


 


 






    	 	 	 



     


    

 


EXHIBIT C


to Credit and Guaranty Agreement


FORM OF LOAN REQUEST


 


 


 






    	 	 	 



     


    

 


EXHIBIT D


to Credit and Guaranty Agreement


FORM OF SPARE PARTS SECURITY AGREEMENT


 


 


 


 


 


 






    	 	 	 



     


    

 


EXHIBIT E


to Credit and Guaranty Agreement


FORM OF AIRCRAFT AND SPARE ENGINE MORTGAGE


 


 






    	 	 	 



     


    

 


EXHIBIT F


to Credit and Guaranty Agreement


FORM OF SLOT AND GATE SECURITY AGREEMENT


 


 


 


 


 


 






    	 	 	 



     


    




 


EXHIBIT G


to Credit and Guaranty Agreement


FORM OF FLIGHT SIMULATOR SECURITY AGREEMENT


 


 


 


 


 


 






    	 	 	 



     


    

 


EXHIBIT H


to Credit and Guaranty Agreement


FORM OF ESG CERTIFICATE


 


 


 


 


 



 



    	 	 	 



     


    

 


SCHEDULE 3.06

to Credit and Guaranty Agreement


SUBSIDIARIES



OF



jetblue airways corporation


	 	Jurisdiction of Incorporation	Ownership (directly or indirectly)
	BlueBermuda Insurance, LTD	Bermuda	100%
	JBTP, LLC	Delaware	100%
	JetBlue Technology Ventures, LLC	Delaware	100%
	Sundown Acquisition Corp.	Delaware	100%
	Troupe, Inc.	Delaware	100%