Exhibit 10.1


 





(Multicurrency—Cross Border)


 


ISDA®


 International
Swap Dealers Association. Inc.





MASTER AGREEMENT


 





	dated as of	 	June 1, 2016










 


 


	CITIZENS BANK, NATIONAL	and	CPI AEROSTRUCTURES, INC.
	ASSOCIATION	 	(“Party B”),
	(“Party A”)	 	 


  


have entered and/or anticipate entering
into one or more transactions (each a “Transaction”) that are or will be governed by this Master Agreement, which includes
the schedule (the “Schedule”), and the documents and other confirming evidence (each a “Confirmation”)
exchanged between the parties confirming those Transactions.


 


Accordingly, the parties agree as follows:—


 


		1.	Interpretation



 


(a)           Definitions.
The terms defined in Section 14 and in the Schedule will have the meanings therein specified for the purpose
of this Master Agreement.


 


(b)           Inconsistency.
In the event of any inconsistency between the provisions of the Schedule and the other provisions of this
Master Agreement, the Schedule will prevail. In the event of any inconsistency between the provisions of any Confirmation and this
Master Agreement (including the Schedule), such Confirmation will prevail for the purpose of the relevant Transaction.


 


(c)           Single
Agreement. All Transactions are entered into in reliance on the fact that this Master Agreement and all Confirmations
form a single agreement between the parties (collectively referred to as this “Agreement”), and the parties would not
otherwise enter into any Transactions.


 


		2.	Obligations



 


 (a)           General Conditions.




 


(i)           Each
party will make each payment or delivery specified in each Confirmation to be made by it, subject to the other provisions of this
Agreement.


 


(ii)           Payments
under this Agreement will be made on the due date for value on that date in the place of the account specified in the relevant
Confirmation or otherwise pursuant to this Agreement, in freely transferable funds and in the manner customary for payments in
the required currency. Where settlement is by delivery (that is, other than by payment), such delivery will be made for receipt
on the due date in the manner customary for the relevant obligation unless otherwise specified in the relevant Confirmation or
elsewhere in this Agreement.


 


(iii)           Each
obligation of each party under Section 2(a)(i) is subject to (1) the condition precedent that no Event of Default or Potential
Event of Default with respect to the other party has occurred and is continuing, (2) the condition precedent that no Early Termination
Date in respect of the relevant Transaction has occurred or been effectively designated and (3) each other applicable condition
precedent specified in this Agreement.


 


 


 


Copyright ©1992 by International Swap Dealers
Association, Inc.


 




     



     


    

 


(b)           Change
of Account. Either party may change its account for receiving a payment or delivery by giving notice to
the other party at least five Local Business Days prior to the scheduled date for the payment or delivery to which such change
applies unless such other party gives timely notice of a reasonable objection to such change. 


 


 (c)           Netting. If on any date amounts would otherwise be payable:—




 


		(i)	in the same currency; and



 


		(ii)	in respect of the same Transaction,



 


by each party to the other, then, on such
date, each party's obligation to make payment of any such amount will be automatically satisfied and discharged and, if the aggregate
amount that would otherwise have been payable by one party exceeds the aggregate amount that would otherwise have been payable
by the other party, replaced by an obligation upon the party by whom the larger aggregate amount would have been payable to pay
to the other party the excess of the larger aggregate amount over the smaller aggregate amount.


 


The parties may elect in respect of two
or more Transactions that a net amount will be determined in respect of all amounts payable on the same date in the same currency
in respect of such Transactions, regardless of whether such amounts are payable in respect of the same Transaction. The election
may be made in the Schedule or a Confirmation by specifying that subparagraph (ii) above will not apply to the Transactions identified
as being subject to the election, together with the starting date (in which case subparagraph (ii) above will not, or will cease
to, apply to such Transactions from such date). This election may be made separately for different groups of Transactions and will
apply separately to each pairing of Offices through which the parties make and receive payments or deliveries.


 


		(d)	Deduction or Withholding for Tax.



 


(i)           Gross-Up.
All payments under this Agreement will be made without any deduction or withholding for or on account of any Tax
unless such deduction or withholding is required by any applicable law, as modified by the practice of any relevant governmental
revenue authority, then in effect. If a party is so required to deduct or withhold, then that party (“X”) will:—


 


(1)           promptly
notify the other party (“Y”) of such requirement;




 


(2)           pay
to the relevant authorities the full amount required to be deducted or withheld (including the full amount required to be deducted
or withheld from any additional amount paid by X to Y under this Section 2(d)) promptly upon the earlier of determining that such
deduction or withholding is required or receiving notice that such amount has been assessed against Y;


 


(3)           promptly
forward to Y an official receipt (or a certified copy), or other documentation reasonably acceptable to Y, evidencing such payment
to such authorities; and


 


(4)           if
such Tax is an Indemnifiable Tax, pay to Y, in addition to the payment to which Y is otherwise entitled under this Agreement,
such additional amount as is necessary to ensure that the net amount actually received by Y (free and clear of Indemnifiable Taxes,
whether assessed against X or Y) will equal the full amount Y would have received had no such deduction or withholding been required.
However, X will not be required to pay any additional amount to Y to the extent that it would not be required to be paid but for:—


 


(A)           the
failure by Y to comply with or perform any agreement contained in Section 4(a)(i), 4(a)(iii) or 4(d); or


 


(B)           the
failure of a representation made by Y pursuant to Section 3(f) to be accurate and true unless such failure would not have occurred
but for (I) any action taken by a taxing authority, or brought in a court of competent jurisdiction, on or after the date on which
a Transaction is entered into (regardless of whether such action is taken or brought with respect to a party to this Agreement)
or (II) a Change in Tax Law.


 


 




    
	 	 2	ISDA ® 1992


 



     


    
 

		(ii)	Liability. If:— 



 


(1)           X
is required by any applicable law, as modified by the practice of any relevant governmental revenue authority, to make any deduction
or withholding in respect of which X would not be required to pay an additional amount to Y under Section 2(d)(i)(4);


 


(2)           X does not so deduct or withhold; and


 


(3)           a liability resulting from such Tax is assessed directly against X,


 


then, except to the extent Y
has satisfied or then satisfies the liability resulting from such Tax, Y will promptly pay to X the amount of such liability (including
any related liability for interest, but including any related liability for penalties only if Y has failed to comply with or perform
any agreement contained in Section 4(a)(i), 4(a)(iii) or 4(d)).


 


(e)           Default Interest; Other Amounts.
Prior to the occurrence or effective designation of an Early Termination Date in respect of the relevant Transaction, a party that
defaults in the performance of any payment obligation will, to the extent permitted by law and subject to Section 6(c), be required
to pay interest (before as well as after judgment) on the overdue amount to the other party on demand in the same currency as such
overdue amount, for the period from (and including) the original due date for payment to (but excluding) the date of actual payment,
at the Default Rate. Such interest will be calculated on the basis of daily compounding and the actual number of days elapsed.
If, prior to the occurrence or effective designation of an Early Termination Date in respect of the relevant Transaction, a party
defaults in the performance of any obligation required to be settled by delivery, it will compensate the other party on demand
if and to the extent provided for in the relevant Confirmation or elsewhere in this Agreement.


 


		3.	Representations



 


Each party represents to the other party
(which representations will be deemed to be repeated by each party on each date on which a Transaction is entered into and, in
the case of the representations in Section 3(f), at all times until the termination of this Agreement) that:


 


		(a)	Basic Representations.



 


(i)           Status.
It is duly organised and validly existing under the laws of the jurisdiction of its organisation or incorporation
and, if relevant under such laws, in good standing;


 


(ii)           Powers.
It has the power to execute this Agreement and any other documentation relating to this Agreement to which
it is a party, to deliver this Agreement and any other documentation relating to this Agreement that it is required by this Agreement
to deliver and to perform its obligations under this Agreement and any obligations it has under any Credit Support Document to
which it is a party and has taken all necessary action to authorise such execution, delivery and performance;


 


(iii)           No
Violation or Conflict. Such execution, delivery and performance do not violate or conflict with any law applicable
to it, any provision of its constitutional documents, any order or judgment of any court or other agency of government applicable
to it or any of its assets or any contractual restriction binding on or affecting it or any of its assets;


 


(iv)           Consents.
All governmental and other consents that are required to have been obtained by it with respect to this Agreement
or any Credit Support Document to which it is a party have been obtained and are in full force and effect and all conditions of
any such consents have been complied with; and


 


(v)           Obligations
Binding. Its obligations under this Agreement and any Credit Support Document to which it is a party constitute
its legal, valid and binding obligations, enforceable in accordance with their respective terms (subject to applicable bankruptcy,
reorganisation, insolvency, moratorium or similar laws affecting creditors' rights generally and subject, as to enforceability,
to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity or at law)). 


 


 




    
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(b)           Absence
of Certain Events. No Event of Default or Potential Event of Default or, to its knowledge, Termination Event
with respect to it has occurred and is continuing and no such event or circumstance would occur as a result of its entering into
or performing its obligations under this Agreement or any Credit Support Document to which it is a party.


 


(c)           Absence
of Litigation. There is not pending or, to its knowledge, threatened against it or any of its Affiliates
any action, suit or proceeding at law or in equity or before any court, tribunal, governmental body, agency or official or any
arbitrator that is likely to affect the legality, validity or enforceability against it of this Agreement or any Credit Support
Document to which it is a party or its ability to perform its obligations under this Agreement or such Credit Support Document.


 


(d)           Accuracy
of Specified Information. All applicable information that is furnished in writing by or on behalf of it to
the other party and is identified for the purpose of this Section 3(d) in the Schedule is, as of the date of the information, true,
accurate and complete in every material respect.


 


(e)           Payer
Tax Representation. Each representation specified in the Schedule as being made by it for the purpose of
this Section 3(e) is accurate and true.


 


(f)           Payee
Tax Representations. Each representation specified in the Schedule as being made by it for the purpose of
this Section 3(f) is accurate and true.


 


		4.	Agreements



 


Each party agrees with the other that, so long as either party
has or may have any obligation under this Agreement or under any Credit Support Document to which it is a party:


 


(a)           Furnish Specified Information. It will deliver
to the other party or, in certain cases under subparagraph (iii) below, to such government or taxing authority as the other party
reasonably directs:


 


(i)             any forms, documents or certificates relating
to taxation specified in the Schedule or any Confirmation;


 


 (ii)            any other documents specified in the Schedule or any Confirmation; and




 


(iii)           upon
reasonable demand by such other party, any form or document that may be required or reasonably requested in writing in order to
allow such other party or its Credit Support Provider to make a payment under this Agreement or any applicable Credit Support Document
without any deduction or withholding for or on account of any Tax or with such deduction or withholding at a reduced rate (so long
as the completion, execution or submission of such form or document would not materially prejudice the legal or commercial position
of the party in receipt of such demand), with any such form or document to be accurate and completed in a manner reasonably satisfactory
to such other party and to be executed and to be delivered with any reasonably required certification,


 


in each case by the date specified in the Schedule or such Confirmation
or, if none is specified, as soon as reasonably practicable.


 


(b)           Maintain
Authorisations. It will use all reasonable efforts to maintain in full force and effect all consents of any
governmental or other authority that are required to be obtained by it with respect to this Agreement or any Credit Support Document
to which it is a party and will use all reasonable efforts to obtain any that may become necessary in the future.


 


(c)           Comply
with Laws. It will comply in all material respects with all applicable laws and orders to which it may be
subject if failure so to comply would materially impair its ability to perform its obligations under this Agreement or any Credit
Support Document to which it is a party.


 


(d)           Tax Agreement.
It will give notice of any failure of a representation made by it under Section 3(f) to be accurate and true
promptly upon learning of such failure.


 


(e)           Payment
of Stamp Tax. Subject to Section 11, it will pay any Stamp Tax levied or imposed upon it or in respect of
its execution or performance of this Agreement by a jurisdiction in which it is incorporated, organised, managed and controlled, or considered
to have its seat, or in which a branch or office through which it is acting for the purpose of this Agreement is located (“Stamp
Tax Jurisdiction”) and will indemnify the other party against any Stamp Tax levied or imposed upon the other party or in
respect of the other party’s execution or performance of this Agreement by any such Stamp Tax Jurisdiction which is not also
a Stamp Tax Jurisdiction with respect to the other party.


 


 




    
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		5.	Events of Default and Termination Events



 


(a)           Events of Default. The
occurrence at any time with respect to a party or, if applicable, any Credit Support Provider of such party or any Specified Entity
of such party of any of the following events constitutes an event of default (an “Event of Default”) with respect to
such party:—


 


(i)           Failure
to Pay or Deliver. Failure by the party to make, when due, any payment under this Agreement or delivery under
Section 2(a)(i) or 2(e) required to be made by it if such failure is not remedied on or before the third Local Business Day after
notice of such failure is given to the party;


 


(ii)           Breach
of Agreement. Failure by the party to comply with or perform any agreement or obligation (other than an
obligation to make any payment under this Agreement or delivery under Section 2(a)(i) or 2(e) or to give notice of a Termination
Event or any agreement or obligation under Section 4(a)(i), 4(a)(iii) or 4(d)) to be complied with or performed by the party in
accordance with this Agreement if such failure is not remedied on or before the thirtieth day after notice of such failure is
given to the party; 


 


		(iii)	Credit Support Default. 



 


(1)
Failure by the party or any Credit Support Provider of such party to comply with or perform any agreement or obligation to be
complied with or performed by it in accordance with any Credit Support Document if such failure is continuing after any applicable
grace period has elapsed;


  


(2)
the expiration or termination of such Credit Support Document or the failing or ceasing of such Credit Support Document to be
in full force and effect for the purpose of this Agreement (in either case other than in accordance with its terms) prior to the
satisfaction of all obligations of such party under each Transaction to which such Credit Support Document relates without the
written consent of the other party; or


 


(3)
the party or such Credit Support Provider disaffirms, disclaims, repudiates or rejects, in whole or in part, or challenges the
validity of, such Credit Support Document;


 


(iv)           Misrepresentation.
A representation (other than a representation under Section 3(e) or (f)) made or repeated or deemed to have
been made or repeated by the party or any Credit Support Provider of such party in this Agreement or any Credit Support Document
proves to have been incorrect or misleading in any material respect when made or repeated or deemed to have been made or repeated;


 


(v)           Default
under Specified Transaction. The party, any Credit Support Provider of such party or any applicable Specified
Entity of such party (1) defaults under a Specified Transaction and, after giving effect to any applicable notice requirement
or grace period, there occurs a liquidation of, an acceleration of obligations under, or an early termination of, that Specified
Transaction, (2) defaults, after giving effect to any applicable notice requirement or grace period, in making any payment or
delivery due on the last payment, delivery or exchange date of, or any payment on early termination of, a Specified Transaction
(or such default continues for at least three Local Business Days if there is no applicable notice requirement or grace period)
or (3) disaffirms, disclaims, repudiates or rejects, in whole or in part, a Specified Transaction (or such action is taken by
any person or entity appointed or empowered to operate it or act on its behalf); 


 


(vi)           Cross
Default. If “Cross Default” is specified in the Schedule as applying to the party, the occurrence
or existence of (1) a default, event of default or other similar condition or event (however described) in respect of such
party, any Credit Support Provider of such party or any applicable Specified Entity of such party under one or more agreements
or instruments relating to Specified Indebtedness of any of them (individually or collectively) in an aggregate amount of not less
than the applicable Threshold Amount (as specified in the Schedule) which has resulted in such Specified Indebtedness becoming,
or becoming capable at such time of being declared, due and payable under such agreements or instruments, before it would otherwise
have been due and payable or (2) a default by such party, such Credit Support Provider or such Specified Entity (individually or
collectively) in making one or more payments on the due date thereof in an aggregate amount of not less than the applicable Threshold
Amount under such agreements or instruments (after giving effect to any applicable notice requirement or grace period);


 


 




    
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(vii)        Bankruptcy.
The party, any Credit Support Provider of such party or any applicable Specified Entity of such party:—


 


(1)           is
dissolved (other than pursuant to a consolidation, amalgamation or merger); (2) becomes insolvent or is unable to pay its debts
or fails or admits in writing its inability generally to pay its debts as they become due; (3) makes a general assignment, arrangement
or composition with or for the benefit of its creditors; (4) institutes or has instituted against it a proceeding seeking a judgment
of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors'
rights, or a petition is presented for its winding-up or liquidation, and, in the case of any such proceeding or petition instituted
or presented against it, such proceeding or petition (A) results in a judgment of insolvency or bankruptcy or the entry of an
order for relief or the making of an order for its winding-up or liquidation or (B) is not dismissed, discharged, stayed or restrained
in each case within 30 days of the institution or presentation thereof; (5) has a resolution passed for its winding-up, official
management or liquidation (other than pursuant to a consolidation, amalgamation or merger); (6) seeks or becomes subject to the
appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for
it or for all or substantially all its assets; (7)           has a secured
party take possession of all or substantially all its assets or has a distress, execution, attachment, sequestration or other
legal process levied, enforced or sued on or against all or substantially all its assets and such secured party maintains possession,
or any such process is not dismissed, discharged, stayed or restrained, in each case within 30 days thereafter; (8) causes or
is subject to any event with respect to it which, under the applicable laws of any jurisdiction, has an analogous effect to any
of the events specified in clauses (1) to (7) (inclusive); or (9) takes any action in furtherance of, or indicating its consent
to, approval of, or acquiescence in, any of the foregoing acts; or


 


(viii)        Merger
Without Assumption. The party or any Credit Support Provider of such party consolidates or amalgamates with,
or merges with or into, or transfers all or substantially all its assets to, another entity and, at the time of such consolidation,
amalgamation, merger or transfer:—


 


(1)           the
resulting, surviving or transferee entity fails to assume all the obligations of such party or such Credit Support Provider under
this Agreement or any Credit Support Document to which it or its predecessor was a party by operation of law or pursuant to an
agreement reasonably satisfactory to the other party to this Agreement; or


 


(2)           the
benefits of any Credit Support Document fail to extend (without the consent of the other party) to the performance by such resulting,
surviving or transferee entity of its obligations under this Agreement.


 




    
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(b)           Termination Events. The
occurrence at any time with respect to a party or, if applicable, any Credit Support Provider of such party or any Specified Entity
of such party of any event specified below constitutes an Illegality if the event is specified in (i) below, a Tax Event if the
event is specified in (ii) below or a Tax Event upon Merger if the event is specified in (iii) below, and, if specified to be applicable,
a Credit Event Upon Merger if the event is specified pursuant to (iv) below
or an Additional Termination Event if the event is specified pursuant to (v) below:—


 


(i)           Illegality.
Due to the adoption of, or any change in, any applicable law after the date on which a Transaction is entered
into, or due to the promulgation of, or any change in, the interpretation by any court, tribunal or regulatory authority with competent
jurisdiction of any applicable law after such date, it becomes unlawful (other than as a result of a breach by the party of Section
4(b)) for such party (which will be the Affected Party):—


 


(1)           to
perform any absolute or contingent obligation to make a payment or delivery or to receive a payment or delivery in respect of
such Transaction or to comply with any other material provision of this Agreement relating to such Transaction; or


 


(2)           to
perform, or for any Credit Support Provider of such party to perform, any contingent or other obligation which the party (or such
Credit Support Provider) has under any Credit Support Document relating to such Transaction;


 


(ii)           Tax
Event. Due to (x) any action taken by a taxing authority, or brought in a court of competent jurisdiction,
on or after the date on which a Transaction is entered into (regardless of whether such action is taken or brought with respect
to a party to this Agreement) or (y) a Change in Tax Law, the party (which will be the Affected Party) will, or there is a substantial
likelihood that it will, on the next succeeding Scheduled Payment Date (1) be required to pay to the other party an additional
amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) (except in respect of interest under Section 2(e), 6(d)(ii)
or 6(e)) or (2) receive a payment from which an amount is required to be deducted or withheld for or on account of a Tax (except
in respect of interest under Section 2(e), 6(d)(ii) or 6(e)) and no additional amount is required to be paid in respect of such
Tax under Section 2(d)(i)(4) (other than by reason of Section 2(d)(i)(4)(A) or (B));


 


(iii)           Tax
Event Upon Merger. The party (the “Burdened Party”) on the next succeeding Scheduled Payment
Date will either (1) be required to pay an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) (except
in respect of interest under Section 2(e), 6(d)(ii) or 6(e)) or (2) receive a payment from which an amount has been deducted or
withheld for or on account of any Indemnifiable Tax in respect of which the other party is not required to pay an additional amount
(other than by reason of Section 2(d)(i)(4)(A) or (B)), in either case as a result of a party consolidating or amalgamating with,
or merging with or into, or transferring all or substantially all its assets to, another entity (which will be the Affected Party)
where such action does not constitute an event described in Section 5(a)(viii);


 


(iv)           Credit
Event Upon Merger. If “Credit Event Upon Merger” is specified in the Schedule as applying to
the party, such party (“X”), any Credit Support Provider of X or any applicable Specified Entity of X consolidates
or amalgamates with, or merges with or into, or transfers all or substantially all its assets to, another entity and such action
does not constitute an event described in Section 5(a)(viii) but the creditworthiness of the resulting, surviving or transferee
entity is materially weaker than that of X, such Credit Support Provider or such Specified Entity, as the case may be, immediately
prior to such action (and, in such event, X or its successor or transferee, as appropriate, will be the Affected Party); or


 


(v)           Additional
Termination Event. If any “Additional Termination Event” is specified in the Schedule or any
Confirmation as applying, the occurrence of such event (and, in such event, the Affected Party or Affected Parties shall be as
specified for such Additional Termination Event in the Schedule or such Confirmation).


 


(c)           Event
of Default and Illegality. If an event or circumstance which would otherwise constitute or give rise to an
Event of Default also constitutes an Illegality, it will be treated as an Illegality and will not constitute an Event of Default.


 


 







    
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		6.	Early Termination



 


(a)           Right
to Terminate Following Event of Default. If at any time an Event of Default with respect to a party (the
“Defaulting Party”) has occurred and is then continuing, the other party (the “Non-defaulting Party”)
may, by not more than 20 days notice to the Defaulting Party specifying the relevant Event of Default, designate a day not earlier
than the day such notice is effective as an Early Termination Date in respect of all outstanding Transactions. If, however, “Automatic
Early Termination” is specified in the Schedule as applying to a party, then an Early Termination Date in respect of all
outstanding Transactions will occur immediately upon the occurrence with respect to such party of an Event of Default specified
in Section 5(a)(vii)(l), (3), (5), (6) or, to the extent analogous thereto, (8), and as of the time immediately preceding the
institution of the relevant proceeding or the presentation of the relevant petition upon the occurrence with respect to such party
of an Event of Default specified in Section 5(a)(vii)(4) or, to the extent analogous thereto, (8). 


 


		(b)	Right to Terminate Following Termination Event. 



 


(i)           Notice.
If a Termination Event occurs, an Affected Party will, promptly upon becoming aware of it, notify the other
party, specifying the nature of that Termination Event and each Affected Transaction and will also give such other information
about that Termination Event as the other party may reasonably require.


 


(ii)           Transfer
to Avoid Termination Event. If either an Illegality under Section 5(b)(i)(l) or a Tax Event occurs and there
is only one Affected Party, or if a Tax Event Upon Merger occurs and the Burdened Party is the Affected Party, the Affected Party
will, as a condition to its right to designate an Early Termination Date under Section 6(b)(iv), use all reasonable efforts (which
will not require such party to incur a loss, excluding immaterial, incidental expenses) to transfer within 20 days after it gives
notice under Section 6(b)(i) all its rights and obligations under this Agreement in respect of the Affected Transactions to another
of its Offices or Affiliates so that such Termination Event ceases to exist.


 


If the Affected Party is not
able to make such a transfer it will give notice to the other party to that effect within such 20 day period, whereupon the other
party may effect such a transfer within 30 days after notice is given under Section 6(b)(i).


 


Any such transfer by a party
under this Section 6(b)(ii) will be subject to and conditional upon the prior written consent of the other party, which consent
will not be withheld if such other party's policies in effect at such time would permit it to enter into transactions with the
transferee on the terms proposed.


 


(iii)           Two
Affected Parties. If an Illegality under Section 5(b)(i)(1) or a Tax Event occurs and there are two Affected
Parties, each party will use all reasonable efforts to reach agreement within 30 days after notice thereof is given under Section
6(b)(i) on action to avoid that Termination Event.


 


(iv)           Right to Terminate. If:—


 


(1)           a
transfer under Section 6(b)(ii) or an agreement under Section 6(b)(iii), as the case may be, has not been effected with respect
to all Affected Transactions within 30 days after an Affected Party gives notice under Section 6(b)(i); or


 


(2)           an
Illegality under Section 5(b)(i)(2), a Credit Event Upon Merger or an Additional Termination Event occurs, or a Tax Event Upon
Merger occurs and the Burdened Party is not the Affected Party,


 


either party in the case of an
Illegality, the Burdened Party in the case of a Tax Event Upon Merger, any Affected Party in the case of a Tax Event or an Additional
Termination Event if there is more than one Affected Party, or the party which is not the Affected Party in the case of a Credit
Event Upon Merger or an Additional Termination Event if there is only one Affected Party may, by not more than 20 days notice to
the other party and provided that the relevant Termination Event is then continuing, designate a day not earlier than the
day such notice is effective as an Early Termination Date in respect of all Affected Transactions.


 


 




    
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		(c)	Effect of Designation.



 


(i)           If
notice designating an Early Termination Date is given under Section 6(a) or (b), the Early Termination Date will occur on the date
so designated, whether or not the relevant Event of Default or Termination Event is then continuing.


 


(ii)           Upon
the occurrence or effective designation of an Early Termination Date, no further payments or deliveries under Section 2(a)(i) or
2(e) in respect of the Terminated Transactions will be required to be made, but without prejudice to the other provisions of this
Agreement. The amount if any, payable in respect of an Early Termination Date shall be determined pursuant to Section 6(e).


 


		(d)	Calculations.



 


(i)           Statement.
On or as soon as reasonably practicable following the occurrence of an Early Termination Date, each party
will make the calculations on its part, if any, contemplated by Section 6(e) and will provide to the other party a statement (1)
showing, in reasonable detail, such calculations (including all relevant quotations and specifying any amount payable under Section
6(e)) and (2) giving details of the relevant account to which any amount payable to it is to be paid. In the absence of written
confirmation from the source of a quotation obtained in determining a Market Quotation, the records of the party obtaining such
quotation will be conclusive evidence of the existence and accuracy of such quotation. 


 


(ii)           Payment
Date. An amount calculated as being due in respect of any Early Termination Date under Section 6(e) will
be payable on the day that notice of the amount payable is effective (in the case of an Early Termination Date which is designated
or occurs as a result of an Event of Default) and on the day which is two Local Business Days after the day on which notice of
the amount payable is effective (in the case of an Early Termination Date which is designated as a result of a Termination Event).
Such amount will be paid together with (to the extent permitted under applicable law) interest thereon (before as well as after
judgment) in the Termination Currency, from (and including) the relevant Early Termination Date to (but excluding) the date such
amount is paid, at the Applicable Rate. Such interest will be calculated on the basis of daily compounding and the actual number
of days elapsed. 


 


(e)           Payments
on Early Termination. If an Early Termination Date occurs. the following provisions shall apply based on
the parties' election in the Schedule of a payment measure, either “Market Quotation” or “Loss”, and a
payment method, either the “First Method” or the “Second Method”. If the parties fail to designate a payment
measure or payment method in the Schedule, it will be deemed that “Market Quotation” or the “Second Method”,
as the case may be, shall apply. The amount, if any, payable in respect of an Early Termination Date and determined pursuant to
this Section will be subject to any Set-off.


 


(i)
           Events of Default. If the Early Termination Date results from an Event of Default:—


 


(1)           First
Method and Market Quotation. If the First Method and Market Quotation apply, the Defaulting Party will pay to the Non-defaulting
Party the excess, if a positive number, of (A) the sum of the Settlement Amount (determined by the Non-defaulting Party) in respect
of the Terminated Transactions and the Termination Currency Equivalent of the Unpaid Amounts owing to the Non-defaulting Party
over (B) the Termination Currency Equivalent of the Unpaid Amounts owing to the Defaulting Party.


 


(2)           First
Method and Loss. If the First Method and Loss apply, the Defaulting Party will pay to the Non-defaulting Party, if
a positive number, the Non-defaulting Party's Loss in respect of this Agreement.


 


(3)           Second
Method and Market Quotation. If the Second Method and Market Quotation apply, an amount will be payable equal to (A)
the sum of the Settlement Amount (determined by the Non-defaulting Party) in respect of the Terminated Transactions and the Termination
Currency Equivalent of the Unpaid Amounts owing to the Non-defaulting Party less (B) the Termination Currency Equivalent of the
Unpaid Amounts owing to the Defaulting Party. If that amount is a positive number, the Defaulting Party will pay it to the Non-defaulting
Party; if it is a negative number, the Non-defaulting Party will pay the absolute value of that amount to the Defaulting Party.






 


 




    
	 	 9	ISDA ® 1992


 



     


    

  


(4)
           Second Method and Loss. If the Second Method and Loss apply, an amount will be payable equal to the Non-defaulting Party's
Loss in respect of this Agreement. If that amount is a positive number, the Defaulting Party will pay it to the Non -defaulting
Party; if it is a negative number, the Non-defaulting Party will pay the absolute value of that amount to the Defaulting Party.


 


		(ii)	Termination Events. If the Early
Termination Date results from a Termination Event:—



 


(1)           One
Affected Party. If there is one Affected Party, the amount payable will be determined in accordance with Section 6(e)(i)(3),
if Market Quotation applies, or Section 6(e)(i)(4), if Loss applies, except that, in either case, references to the Defaulting
Party and to the Non-defaulting Party will be deemed to be references to the Affected Party and the party which is not the Affected
Party, respectively, and, if Loss applies and fewer than all the Transactions are being terminated, Loss shall be calculated in
respect of all Terminated Transactions.


 


 (2)           Two Affected Parties. If there are two Affected Parties:— 




 


(A)           if
Market Quotation applies, each party will determine a Settlement Amount in respect of the Terminated Transactions, and an amount
will be payable equal to (I) the sum of (a) one-half of the difference between the Settlement Amount of the party with the higher
Settlement Amount (“X”) and the Settlement Amount of the party with the lower Settlement Amount (“Y”)
and (b) the Termination Currency Equivalent of the Unpaid Amounts owing to X less (II) the Termination Currency Equivalent of
the Unpaid Amounts owing to Y; and




  


(B)           if
Loss applies, each party will determine its Loss in respect of this Agreement (or, if fewer than all the Transactions are being
terminated, in respect of all Terminated Transactions) and an amount will be payable equal to one-half of the difference between
the Loss of the party with the higher Loss (“X”) and the Loss of the party with the lower Loss (“Y”).




 


If the amount payable is a positive number, Y will
pay it to X; if it is a negative number, X will pay the absolute value of that amount to Y.


 


(iii)          Adjustment
for Bankruptcy. In circumstances where an Early Termination Date occurs because “Automatic Early Termination”
applies in respect of a party, the amount determined under this Section 6(e) will be subject to such adjustments as are appropriate
and permitted by law to reflect any payments or deliveries made by one party to the other under this Agreement (and retained by
such other party) during the period from the relevant Early Termination Date to the date for payment determined under Section 6(d)(ii).


 


(iv)          Pre-Estimate.
The parties agree that if Market Quotation applies an amount recoverable under this Section 6(e) is a reasonable
pre-estimate of loss and not a penalty. Such amount is payable for the loss of bargain and the loss of protection against future
risks and except as otherwise provided in this Agreement neither party will be entitled to recover any additional damages as a
consequence of such losses.


 


 




    
	 	 10	ISDA ® 1992


 



     


    

 


		7.	Transfer



 


Subject to Section 6(b)(ii), neither this
Agreement nor any interest or obligation in or under this Agreement may be transferred (whether by way of security or otherwise)
by either party without the prior written consent of the other party, except that:—


 


(a)           a party may
make such a transfer of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of
all or substantially all its assets to, another entity (but without prejudice to any other right or remedy under this Agreement);
and


 


(b)           a party may
make such a transfer of all or any part of its interest in any amount payable to it from a Defaulting Party under Section 6(e).


 


Any purported transfer that is not in compliance with this Section
will be void.


 


		8.	Contractual Currency



 


(a)           Payment
in the Contractual Currency. Each payment under this Agreement will be made in the relevant currency specified
in this Agreement for that payment (the “Contractual Currency”). To the extent permitted by applicable law, any obligation
to make payments under this Agreement in the Contractual Currency will not be discharged or satisfied by any tender in any currency
other than the Contractual Currency, except to the extent such tender results in the actual receipt by the party to which payment
is owed, acting in a reasonable manner and in good faith in converting the currency so tendered into this Contractual Currency,
of the full amount in the Contractual Currency of all amounts payable in respect of this Agreement. If for any reason the amount
in the Contractual Currency so received falls short of the amount in the Contractual Currency payable in respect of this Agreement,
the party required to make the payment will, to the extent permitted by applicable law, immediately pay such additional amount
in the Contractual Currency as may be necessary to compensate for the shortfall. If for any reason the amount in the Contractual
Currency so received exceeds the amount in the Contractual Currency payable in respect of this Agreement, the party receiving
the payment will refund promptly the amount of such excess. 


 


(b)           Judgments.
To the extent permitted by applicable law, if any judgment or order expressed in a currency other than the Contractual
Currency is rendered (i) for the payment of any amount owing in respect of this Agreement, (ii) for the payment of any amount
relating to any early termination in respect of this Agreement or (iii) in respect of a judgment or order of another court for
the payment of any amount described in (i) or (ii) above, the party seeking recovery, after recovery in full of the aggregate
amount to which such party is entitled pursuant to the judgment or order, will be entitled to receive immediately from the other
party the amount of any shortfall of the Contractual Currency received by such party as a consequence of sums paid in such other
currency and will refund promptly to the other party any excess of the Contractual Currency received by such party as a consequence
of sums paid in such other currency if such shortfall or such excess arises or results from any variation between the rate of
exchange at which the Contractual Currency is converted into the currency of the judgment or order for the purposes of such judgment
or order and the rate of exchange at which such party is able, acting in a reasonable manner and in good faith in converting the
currency received into the Contractual Currency, to purchase the Contractual Currency with the amount of the currency of the judgment
or order actually received by such party. The term “rate of exchange” includes, without limitation, any premiums and
costs of exchange payable in connection with the purchase of or conversion into the Contractual Currency. 


 


(c)           Separate Indemnities.
To the extent permitted by applicable law, these indemnities constitute separate and independent obligations from the other obligations
in this Agreement, will be enforceable as separate and independent causes of action, will apply notwithstanding any indulgence
granted by the party to which any payment is owed and will not be affected by judgment being obtained or claim or proof being made
for any other sums payable in respect of this Agreement.


 


(d)           Evidence of Loss. For
the purpose of this Section 8, it will be sufficient for a party to demonstrate that it would have suffered a loss had an actual
exchange or purchase been made.


 


 




    
	 	 11	ISDA ® 1992


 



     


    

 


		9.	Miscellaneous



 


(a)           Entire
Agreement. This Agreement constitutes the entire agreement and understanding of the parties with respect
to its subject matter and supersedes all oral communication and prior writings with respect thereto.


 


(b)           Amendments.
No amendment, modification or waiver in respect of this Agreement will be effective unless in writing (including
a writing evidenced by a facsimile transmission) and executed by each of the parties or confirmed by an exchange of telexes or
electronic messages on an electronic messaging system.


 


(c)           Survival
of Obligations. Without prejudice to Sections 2(a)(iii) and 6(c)(ii), the obligations of the parties under
this Agreement will survive the termination of any Transaction.


 


(d)           Remedies
Cumulative. Except as provided in this Agreement, the rights, powers, remedies and privileges provided in
this Agreement are cumulative and not exclusive of any rights, powers, remedies and privileges provided by law.


 


(e)
          Counterparts and Confirmations.


 


(i)           This
Agreement (and each amendment, modification and waiver in respect of it) may be executed and delivered in counterparts (including
by facsimile transmission), each of which will be deemed an original.


 


(ii)           The
parties intend that they are legally bound by the terms of each Transaction from the moment they agree to those terms (whether
orally or otherwise). A Confirmation shall be entered into as soon as practicable and may be executed and delivered in counterparts
(including by facsimile transmission) or be created by an exchange of telexes or by an exchange of electronic messages on an electronic
messaging system, which in each case will be sufficient for all purposes to evidence a binding supplement to this Agreement. The
parties will specify therein or through another effective means that any such counterpart, telex or electronic message constitutes
a Confirmation.


 


(f)           No
Waiver of Rights. A failure or delay in exercising any right, power or privilege in respect of this Agreement
will not be presumed to operate as a waiver, and a single or partial exercise of any right, power or privilege will not be presumed
to preclude any subsequent or further exercise, of that right, power or privilege or the exercise of any other right, power or
privilege.


 


(g)           Headings.
The headings used in this Agreement are for convenience of reference only and are not to affect the construction
of or to be taken into consideration in interpreting this Agreement.


 


		10.	Offices; Multibranch Parties



 


(a)           If
Section 10(a) is specified in the Schedule as applying, each party that enters into a Transaction through an Office other than
its head or home office represents to the other party that, notwithstanding the place of booking office or jurisdiction of incorporation
or organisation of such party, the obligations of such party are the same as if it had entered into the Transaction through its
head or home office. This representation will be deemed to be repeated by such party on each date on which a Transaction is entered
into.


 


(b)           Neither
party may change the Office through which it makes and receives payments or deliveries for the purpose of a Transaction without
the prior written consent of the other party.


 


(c)           If
a party is specified as a Multibranch Party in the Schedule, such Multibranch Party may make and receive payments or deliveries
under any Transaction through any Office listed in the Schedule, and the Office through which it makes and receives payments or
deliveries with respect to a Transaction will be specified in the relevant Confirmation.


 


		11.	Expenses



 


A Defaulting Party will, on demand,
indemnify and hold harmless the other party for and against all reasonable out-of-pocket expenses, including legal fees and
Stamp Tax, incurred by such other party by reason of the enforcement and protection of its rights under this Agreement or any
Credit Support Document to which the Defaulting Party is a party or by reason of the early termination of any Transaction, including, but not limited
to, costs of collection.


 


 




    
	 	 12	ISDA ® 1992


 



     


    




 


		12.	Notices



 


(a)           Effectiveness.
Any notice or other communication in respect of this Agreement may be given in any manner set forth below (except that
a notice or other communication under Section 5 or 6 may not be given by facsimile transmission or electronic messaging system)
to the address or number or in accordance with the electronic messaging system details provided (see the Schedule) and will be
deemed effective as indicated:—


 


(i)           if
in writing and delivered in person or by courier, on the date it is delivered;




 


(ii)           if
sent by telex, on the date the recipient's answerback is received;




 


(iii)          if
sent by facsimile transmission, on the date that transmission is received by a responsible employee of the recipient in legible
form (it being agreed that the burden of proving receipt will be on the sender and will not be met by a transmission report generated
by the sender's facsimile machine);


 


(iv)           if
sent by certified or registered mail (airmail, if overseas) or the equivalent (return receipt requested), on the date that mail
is delivered or its delivery is attempted; or


 


(v)           
if sent by electronic messaging system, on the date that electronic message is received,




 


unless
the date of that delivery (or attempted delivery) or that receipt, as applicable, is not a Local Business Day or that communication
is delivered (or attempted) or received, as applicable, after the close of business on a Local Business Day, in which case that
communication shall be deemed given and effective on the first following day that is a Local Business Day.


 


(b)           Change
of Addresses. Either party may by notice to the other change the address, telex or facsimile number or electronic messaging
system details at which notices or other communications are to be given to it.


 


		13.	Governing Law and Jurisdiction



 


(a)           Governing
Law. This Agreement will be governed by and construed in accordance with the law specified in the Schedule.


 


(b)           Jurisdiction.
With respect to any suit, action or proceedings relating to this Agreement (“Proceedings”),
each party irrevocably:—


 


(i)           submits
to the jurisdiction of the English courts, if this Agreement is expressed to be governed by English law, or to the non-exclusive
jurisdiction of the courts of the State of New York and the United States District Court located in the Borough of Manhattan in
New York City, if this Agreement is expressed to be governed by the laws of the State of New York; and


 


(ii)           waives
any objection which it may have at any time to the laying of venue of any Proceedings brought in any such court, waives any claim
that such Proceedings have been brought in an inconvenient forum and further waives the right to object, with respect to such
Proceedings, that such court does not have any jurisdiction over such party.


 


Nothing
in this Agreement precludes either party from bringing Proceedings in any other jurisdiction (outside, if this Agreement is expressed
to be governed by English law, the Contracting States, as defined in Section 1(3) of the Civil Jurisdiction and Judgments Act
1982 or any modification, extension or re-enactment thereof for the time being in force) nor will the bringing of Proceedings
in any one or more jurisdictions preclude the bringing of Proceedings in any other jurisdiction.


 


(c)
          Service of Process. Each party irrevocably appoints the Process Agent (if any) specified opposite its name in the
Schedule to receive, for it and on its behalf, service of process in any Proceedings. If for any reason any party's Process Agent
is unable to act as such, such party will promptly notify the other party and within 30 days appoint a substitute process agent
acceptable to the other party. The parties irrevocably consent to service of process given in the manner provided for notices
in Section 12. Nothing in this Agreement will affect the right of either party to serve process in any other manner permitted
by law.






 


 




    
	 	 13	ISDA ® 1992


 



     


    

 


(d)           Waiver
of Immunities. Each party irrevocably waives, to the fullest extent permitted by applicable law, with respect to itself
and its revenues and assets (irrespective of their use or intended use), all immunity on the grounds of sovereignty or other similar
grounds from (i) suit, (ii) jurisdiction of any court, (iii) relief by way of injunction, order for specific performance or for
recovery of property, (iv) attachment of its assets (whether before or after judgment) and (v) execution or enforcement of any
judgment to which it or its revenues or assets might otherwise be entitled in any Proceedings in the courts of any jurisdiction
and irrevocably agrees, to the extent permitted by applicable law, that it will not claim any such immunity in any Proceedings.


 


		14.	Definitions



 


As
used in this Agreement:—


 


“Additional
Termination Event” has the meaning specified in Section 5(b).


 


“Affected
Party” has the meaning specified in Section 5(b).


 


“Affected
Transactions” means (a) with respect to any Termination Event consisting of an Illegality, Tax Event
or Tax Event Upon Merger, all Transactions affected by the occurrence of such Termination Event and (b) with respect to any other
Termination Event, all Transactions.


 


“Affiliate”
means, subject to the Schedule, in relation to any person, any entity controlled, directly or indirectly,
by the person, any entity that controls, directly or indirectly, the person or any entity directly or indirectly under common
control with the person. For this purpose, “control” of any entity or person means ownership of a majority of the
voting power of the entity or person.


 


“Applicable
Rate” means:—


 


(a)           in
respect of obligations payable or deliverable (or which would have been but for Section 2(a)(iii)) by a Defaulting Party, the
Default Rate;


 


(b)           in
respect of an obligation to pay an amount under Section 6(e) of either party from and after the date (determined in accordance
with Section 6(d)(ii)) on which that amount is payable, the Default Rate;


 


(c)           in
respect of all other obligations payable or deliverable (or which would have been but for Section 2(a)(iii)) by a Non-defaulting
Party, the Non-default Rate; and


 


(d)           in all other cases, the Termination Rate.




 


“Burdened
Party” has the meaning specified in Section 5(b).


 


“Change
in Tax Law” means the enactment, promulgation, execution or ratification of, or any change in or amendment
to, any law (or in the application or official interpretation of any law) that occurs on or after the date on which the relevant
Transaction is entered into.


 


“consent”
includes a consent, approval, action, authorisation, exemption, notice, filing, registration or exchange
control consent.


 


“Credit
Event Upon Merger” has the meaning specified in Section 5(b).


 


“Credit
Support Document” means any agreement or instrument that is specified as such in this Agreement. “Credit
Support Provider” has the meaning specified in the Schedule.


 


“Default
Rate” means a rate per annum equal to the cost (without proof or evidence of any actual cost) to the
relevant payee (as certified by it) if it were to fund or of funding the relevant amount plus 1% per annum.


 


 



    
	 	 14	ISDA ® 1992


 



     


    







 


“Defaulting
Party” has the meaning specified in Section 6(a).


 


“Early
Termination Date” means the date determined in accordance with Section 6(a) or 6(b)(iv).


 


“Event
of Default” has the meaning specified in Section 5(a) and, if applicable, in the Schedule.


 


“Illegality”
has the meaning specified in Section 5(b).


 


“Indemnifiable
Tax” means any Tax other than a Tax that would not be imposed in respect of a payment under this Agreement
but for a present or former connection between the jurisdiction of the government or taxation authority imposing such Tax and
the recipient of such payment or a person related to such recipient (including, without limitation, a connection arising from
such recipient or related person being or having been a citizen or resident of such jurisdiction, or being or having been organised,
present or engaged in a trade or business in such jurisdiction, or having or having had a permanent establishment or fixed place
of business in such jurisdiction, but excluding a connection arising solely from such recipient or related person having executed,
delivered, performed its obligations or received a payment under, or enforced, this Agreement or a Credit Support Document).


 


“law”
includes any treaty, law, rule or regulation (as modified, in the case of tax matters, by the practice of any relevant
governmental revenue authority) and “lawful” and “unlawful” will be construed
accordingly.


 


“Local
Business Day” means, subject to the Schedule, a day on which commercial banks are open for business (including
dealings in foreign exchange and foreign currency deposits) (a) in relation to any obligation under Section 2(a)(i), in the place(s)
specified in the relevant Confirmation or, if not so specified, as otherwise agreed by the parties in writing or determined pursuant
to provisions contained, or incorporated by reference, in this Agreement, (b) in relation to any other payment, in the place where
the relevant account is located and, if different, in the principal financial centre, if any, of the currency of such payment,
(c) in relation to any notice or other communication, including notice contemplated under Section 5(a)(i), in the city specified
in the address for notice provided by the recipient and, in the case of a notice contemplated by Section 2(b), in the place where
the relevant new account is to be located and (d) in relation to Section 5(a)(v)(2), in the relevant locations for performance
with respect to such Specified Transaction.


 


“Loss”
means, with respect to this Agreement or one or more Terminated Transactions, as the case may be, and a
party, the Termination Currency Equivalent of an amount that party reasonably determines in good faith to be its total losses
and costs (or gain, in which case expressed as a negative number) in connection with this Agreement or that Terminated Transaction
or group of Terminated Transactions, as the case may be, including any loss of bargain, cost of funding or, at the election of
such party but without duplication, loss or cost incurred as a result of its terminating, liquidating, obtaining or reestablishing
any hedge or related trading position (or any gain resulting from any of them). Loss includes losses and costs (or gains) in respect
of any payment or delivery required to have been made (assuming satisfaction of each applicable condition precedent) on or before
the relevant Early Termination Date and not made, except, so as to avoid duplication, if Section 6(e)(i)(1) or (3) or 6(e)(ii)(2)(A)
applies. Loss does not include a party's legal fees and out-of-pocket expenses referred to under Section 11. A party will determine
its Loss as of the relevant Early Termination Date, or, if that is not reasonably practicable, as of the earliest date thereafter
as is reasonably practicable. A party may (but need not) determine its Loss by reference to quotations of relevant rates or prices
from one or more leading dealers in the relevant markets.


 


“Market
Quotation” means, with respect to one or more Terminated Transactions and a party making the determination,
an amount determined on the basis of quotations from Reference Market-makers. Each quotation will be for an amount, if any, that
would be paid to such party (expressed as a negative number) or by such party (expressed as a positive number) in consideration
of an agreement between such party (taking into account any existing Credit Support Document with respect to the obligations of
such party) and the quoting Reference Market-maker to enter into a transaction (the “Replacement Transaction”) that
would have the effect of preserving for such party the economic equivalent of any payment or delivery (whether the underlying
obligation was absolute or contingent and assuming the satisfaction of each applicable condition precedent) by the parties under
Section 2(a)(i) in respect of such Terminated Transaction or group of Terminated Transactions that would, but for the occurrence
of the relevant Early Termination Date, have been required after that date. For this purpose, Unpaid Amounts in respect of the
Terminated Transaction or group of Terminated Transactions are to be excluded but, without limitation, any payment or delivery
that would, but for the relevant Early Termination Date, have been required (assuming satisfaction of each applicable condition
precedent) after that Early Termination Date is to be included. The Replacement Transaction would be subject to such documentation
as such party and the Reference Market-maker may, in good faith, agree. The party making the determination (or its agent) will
request each Reference Market-maker to provide its quotation to the extent reasonably practicable as of the same day and time
(without regard to different time zones) on or as soon as reasonably practicable after the relevant Early Termination Date. The
day and time as of which those quotations are to be obtained will be selected in good faith by the party obliged to make a determination
under Section 6(e), and, if each party is so obliged, after consultation with the other. If more than three quotations are provided,
the Market Quotation will be the arithmetic mean of the quotations, without regard to the quotations having the highest and lowest
values. If exactly three such quotations are provided, the Market Quotation will be the quotation remaining after disregarding
the highest and lowest quotations. For this purpose, if more than one quotation has the same highest value or lowest value, then
one of such quotations shall be disregarded. If fewer than three quotations are provided, it will be deemed that the Market Quotation
in respect of such Terminated Transaction or group of Terminated Transactions cannot be determined.


 






    
	 	 15	ISDA ® 1992


 



     


    

  


“Non-default
Rate” means a rate per annum equal to the cost (without proof or evidence of any actual cost) to the
Non-defaulting Party (as certified by it) if it were to fund the relevant amount.


 


“Non-defaulting
Party” has the meaning specified in Section 6(a).


 


“Office”
means a branch or office of a party, which may be such party's head or home office.


 


“Potential
Event of Default” means any event which, with the giving of notice or the lapse of time or both, would
constitute an Event of Default.


 


“Reference
Market-makers” means four leading dealers in the relevant market selected by the party determining
a Market Quotation in good faith (a) from among dealers of the highest credit standing which satisfy all the criteria that such
party applies generally at the time in deciding whether to offer or to make an extension of credit and (b) to the extent practicable,
from among such dealers having an office in the same city.


 


“Relevant
Jurisdiction” means, with respect to a party, the jurisdictions (a) in which the party is incorporated, organised,
managed and controlled or considered to have its seat, (b) where an Office through which the party is acting for purposes of this
Agreement is located, (c) in which the party executes this Agreement and (d) in relation to any payment, from or through which
such payment is made.


 


“Scheduled
Payment Date” means a date on which a payment or delivery is to be made under Section 2(a)(i) with
respect to a Transaction.


 


“Set-off”
means set-off, offset, combination of accounts, right of retention or withholding or similar right or requirement
to which the payer of an amount under Section 6 is entitled or subject (whether arising under this Agreement, another contract,
applicable law or otherwise) that is exercised by, or imposed on, such payer.


 


“Settlement
Amount” means, with respect to a party and any Early Termination Date, the sum of:—


 


(a)           the
Termination Currency Equivalent of the Market Quotations (whether positive or negative) for each Terminated Transaction or group
of Terminated Transactions for which a Market Quotation is determined; and


 


(b)           such
party's Loss (whether positive or negative and without reference to any Unpaid Amounts) for each Terminated Transaction or group
of Terminated Transactions for which a Market Quotation cannot be determined or would not (in the reasonable belief of the party
making the determination) produce a commercially reasonable result.


 


“Specified
Entity” has the meaning specified in the Schedule.


  




    
	 	 16	ISDA ® 1992


 



     


    

 


“Specified
Indebtedness” means, subject to the Schedule, any obligation (whether present or future, contingent or
otherwise, as principal or surety or otherwise) in respect of borrowed money.


 


“Specified
Transaction” means, subject to the Schedule, (a) any transaction (including an agreement with respect thereto)
now existing or hereafter entered into between one party to this Agreement (or any Credit Support Provider of such party or any
applicable Specified Entity of such party) and the other party to this Agreement (or any Credit Support Provider of such other
party or any applicable Specified Entity of such other party) which is a rate swap transaction, basis swap, forward rate transaction,
commodity swap, commodity option, equity or equity index swap, equity or equity index option, bond option, interest rate option,
foreign exchange transaction, cap transaction, floor transaction, collar transaction, currency swap transaction, cross-currency
rate swap transaction, currency option or any other similar transaction (including any option with respect to any of these transactions),
(b) any combination of these transactions and (c) any other transaction identified as a Specified Transaction in this Agreement
or the relevant confirmation.


 


“Stamp
Tax” means any stamp, registration, documentation or similar tax.


 


“Tax”
means any present or future tax, levy, impost, duty, charge, assessment or fee of any nature (including interest,
penalties and additions thereto) that is imposed by any government or other taxing authority in respect of any payment under this
Agreement other than a stamp, registration, documentation or similar tax.


 


“Tax
Event” has the meaning specified in Section 5(b).


 


“Tax
Event Upon Merger” has the meaning specified in Section 5(b).


 


“Terminated
Transactions” means with respect to any Early Termination Date (a) if resulting from a Termination
Event, all Affected Transactions and (b) if resulting from an Event of Default, all Transactions (in either case) in effect immediately
before the effectiveness of the notice designating that Early Termination Date (or, if “Automatic Early Termination”
applies, immediately before that Early Termination Date).


 


“Termination Currency” has the meaning
specified in the Schedule.


 


“Termination
Currency Equivalent” means, in respect of any amount denominated in the Termination Currency, such
Termination Currency amount and, in respect of any amount denominated in a currency other than the Termination Currency (the “Other
Currency”), the amount in the Termination Currency determined by the party making the relevant determination as being required
to purchase such amount of such Other Currency as at the relevant Early Termination Date, or, if the relevant Market Quotation
or Loss (as the case may be), is determined as of a later date, that later date, with the Termination Currency at the rate equal
to the spot exchange rate of the foreign exchange agent (selected as provided below) for the purchase of such Other Currency with
the Termination Currency at or about 11:00 a.m. (in the city in which such foreign exchange agent is located) on such date as
would be customary for the determination of such a rate for the purchase of such Other Currency for value on the relevant Early
Termination Date or that later date. The foreign exchange agent will, if only one party is obliged to make a determination under
Section 6(e), be selected in good faith by that party and otherwise will be agreed by the parties.


 


“Termination
Event” means an Illegality, a Tax Event or a Tax Event Upon Merger or, if specified to be applicable,
a Credit Event Upon Merger or an Additional Termination Event.


 


“Termination
Rate” means a rate per annum equal to the arithmetic mean of the cost (without proof or evidence of
any actual cost) to each party (as certified by such party) if it were to fund or of funding such amounts.


 


“Unpaid
Amounts” owing to any party means, with respect to an Early Termination Date, the aggregate of (a) in
respect of all Terminated Transactions, the amounts that became payable (or that would have become payable but for Section 2(a)(iii))
to such party under Section 2(a)(i) on or prior to such Early Termination Date and which remain unpaid as at such Early Termination
Date and (b) in respect of each Terminated Transaction, for each obligation under Section 2(a)(i) which was (or would have been
but for Section 2(a)(iii)) required to be settled by delivery to such party on or prior to such Early Termination Date and which
has not been so settled as at such Early Termination Date, an amount equal to the fair market value of that which was (or would
have been) required to be delivered as of the originally scheduled date for delivery, in each case together with (to the extent
permitted under applicable law) interest, in the currency of such amounts, from (and including) the date such amounts or obligations
were or would have been required to have been paid or performed to (but excluding) such Early Termination Date, at the Applicable
Rate. Such amounts of interest will be calculated on the basis of daily compounding and the actual number of days elapsed. The
fair market value of any obligation referred to in clause (b) above shall be reasonably determined by the party obliged to make
the determination under Section 6(e) or, if each party is so obliged, it shall be the average of the Termination Currency Equivalents
of the fair market values reasonably determined by both parties.






 




    
	 	 17	ISDA ® 1992


 



     


    

 


IN
WITNESS WHEREOF the parties have executed this document on the respective dates specified below with effect from the date specified
on the first page of this document.


 


 





	CITIZENS BANK, NATIONAL ASSOCIATION	 	 	CPI AEROSTRUCTURES, INC.	 
	 	 	 	 	 
	 	 	 	 	 
	/s/	/s/ Jamie Salas	 	 	/s/	Vincent Palazzolo	 
	 	Name: Jamie Salas	 	 	 	Name:
Vincent Palazzolo 	 
	 	Title: Senior Vice President	 	 	 	Title: Chief Financial Officer	 



 


 


 


 


 




    
	 	 18	ISDA ® 1992


 



     


    

 


SCHEDULE


 to the Master
Agreement


dated as of June 1, 2016


 


 


	 	between	 
	 	 	 
	CITIZENS BANK, NATIONAL	and	CPI AEROSTRUCTURES, INC., a
	ASSOCIATION, a national bank organized	 	corporation organized under the laws
	under the laws of the United States of America	 	of the state of New York
	(“Party A”)	 	(“Party B”)


 


 


Part 1


 


Termination Provisions


 


In
this Agreement:


 


		(a)	“Specified Entity” means in relation
to Party A for the purpose of:



 


Section
5(a)(v),           NONE


 


Section
5(a)(vi),           NONE


 


Section
5(a)(vii),           NONE


 


Section
5(b)(iv),           NONE


 


and
in relation to Party B for the purpose of:


 


Section
5(a)(v),           AFFILIATES OF PARTY
B


 


Section
5(a)(vi),           AFFILIATES OF
PARTY B


 


Section
5(a)(vii),           AFFILIATES OF
PARTY B


 


Section
5(b)(iv),           AFFILIATES OF
PARTY B


 


		(b)	“Specified Transaction” will have the
meaning given to it in Section 14 of this Agreement.



 


		(c)	The “Cross Default” provisions of Section
5 (a)(vi) will apply to Party A and to Party B but shall exclude any default that results solely from wire transfer difficulties
or an error or omission of an administrative or operational nature (so long as sufficient funds are available to the relevant
party on the relevant date), but only if payment is made within three Local Business Days after such transfer difficulties, or
the error or omission has been discovered.



 


If
such provisions apply:


 


“Specified
Indebtedness” means (i) with respect to Party A, any obligation (whether present or future, contingent or otherwise,
as principal or surety or otherwise) in respect of borrowed money, except that indebtedness or obligations in respect of deposits
received in the ordinary course of a party’s banking business shall not constitute Specified Indebtedness; and (ii) with
respect to Party B, (a) any obligation (whether present or future, contingent or otherwise, as principal or surety or otherwise)
in respect of borrowed money and (b) any Derivative Transaction other than a Specified Transaction.






 







    
	 	 1	ISDA ® 1992


 



     


    

 


“Derivative
Transaction” means: (a) any transaction (including an agreement with respect thereto) which is a rate swap transaction,
basis swap, forward rate transaction, commodity swap, commodity option, equity or equity index forward, equity or equity index
swap, equity or equity index option, bond option, interest rate option, foreign exchange transaction, repurchase transaction,
reverse repurchase transaction, precious metals transaction, cap transaction, floor transaction, collar transaction, currency
swap transaction, cross-currency rate swap transaction, currency option or any other similar transaction (including any option
with respect to any of these transactions); and (b) any combination of these transactions.


 


“Threshold
Amount” means


 


(i)           with
respect to Party A, 3% of the stockholders’ equity (however described) of Citizens Financial Group, Inc. as shown on the
most recent annual audited financial statements of Citizens Financial Group, Inc. and


 


(ii)           with
respect to Party B, or any Specified Entity or Credit Support Provider, 3% of the stockholders’ equity (however described)
of Party B or the relevant Specified Entity or the Credit Support Provider as shown on the most recent annual audited financial
statements of Party B or the relevant Specified Entity or the Credit Support Provider or financial statements acceptable to Party
A in its sole discretion; provided, however, the Threshold Amount for any Derivative Transaction shall be zero.


 


		(d)	The “Credit Event Upon Merger” provisions
of Section 5(b)(iv) will apply to Party A and will apply to Party B, amended as follows:



 


“‘Credit
Event Upon Merger’ shall mean that a Designated Event (as defined below) occurs with respect to a party, any Credit Support
Provider of the party or any applicable Specified Entity (any such party or entity, “X”), and such Designated Event
does not constitute an event described in Section 5(a)(viii) but the creditworthiness of X, or, if applicable, the successor,
surviving or transferee entity of X, is materially weaker than that of X immediately prior to such event. In any such case the
Affected Party shall be the party with respect to which, or with respect to the Credit Support Provider or Specified Entity of
which, the Designated Event occurred, or, if applicable, the successor, surviving or transferee entity of such party. For purposes
hereof, a Designated Event means that, after the date hereof:


 


		(i)	X consolidates, amalgamates with or merges with or into,
or transfers all or substantially all its assets to, or receives all or substantially all the assets or obligations of, another
entity; or



 


		(ii)	any person or entity acquires directly or indirectly
the beneficial ownership of equity securities having the power to elect a majority of the board of directors of X or otherwise
acquires directly or indirectly the power to control the policy-making decisions of X.”



 


		(e)	The “Automatic Early Termination” provision
of Section 6(a) will not apply to Party A and will not apply to Party B.



 


		(f)	“Payments on Early Termination”. For
the purpose of Section 6(e) of this Agreement:



 


 




    
	 	 2	ISDA ® 1992


 



     


    

 

		(i)	Loss will apply



 


		(ii)	The Second Method will apply.



 


		(g)	“Termination Currency” means United
States Dollars.



 


		(h)	“Additional Termination Event” will
apply. Each of the following shall constitute an Additional Termination Event:



 


		(i)	If Party B’s obligations to Party A under this
Agreement:





 


		(A)	cease to be secured pursuant to any Credit Support Document,
as such term is defined herein; or



 


		(B)	cease to be equally and ratably secured with Party B’s
obligations to the senior Lenders pursuant to any Credit Support Document.



 


		(ii)	Any Collateral under any Credit Support Document is
released at any time when Party A, or an Affiliate of Party A, is not a party to the Credit Support Document, unless Party A or
an Affiliate of Party A shall have consented in writing prior to such release (such consent not to be unreasonably withheld) or
unless otherwise permitted under the Credit Support Document.



 


		(iii)	Party A or any of its Affiliates terminates its obligation
to extend credit to Party B, for any reason (including as a result of a pre-payment of borrowed money by Party B).





 


		(iv)	With respect to Party B, any default by Party B (howsoever
defined) under the Credit Agreement. “Credit Agreement” means the First Amendment and Waiver to the Amended and Restated
Credit Agreement dated as of May 9, 2016 by and between Party B, Party A, Bankunit4ed, N.A., as administrative agent and collateral
agent for the Lender thereunder, as may be subsequently amended, restated, extended, supplemented, or otherwise modified in writing
from time to time. All capitalized terms used herein that are not otherwise defined shall have the meanings ascribed to them in
the Credit Agreement.



 


For the purpose of the foregoing Additional Termination
Events, Party B shall be deemed to be the sole Affected Party.


 


 


 


Part 2


Tax Representations


 


		(a)	Payer Tax Representation. For the purpose of Section
3(e), Party A and Party B hereby make the following representation:



 


It is not required by any applicable
law, as modified by the practice of any relevant governmental revenue authority, of any Relevant Jurisdiction to make any deduction
or withholding for or on account of any Tax from any payment (other than interest under Section 2(e), 6(d)(ii) or 6(e)) to be made
by it to the other party under this Agreement. In making this representation, it may rely on:


 


		(i)	the accuracy of any representation made by the other
party pursuant to Section 3(f);



 


 







    
	 	 3	ISDA ® 1992


 



     


    
 

		(ii)	the satisfaction of the agreement of the other party
contained in Section 4(a)(i) or 4(a)(iii) and the accuracy and effectiveness of any document provided by the other party pursuant
to Section 4(a)(i) or 4(a)(iii); and



 


		(iii)	the satisfaction of the agreement of the other party
contained in Section 4(d);



 


provided that it shall not be a breach of this
representation where reliance is placed on clause (ii) and the other party does not deliver a form or document under Section
4(a)(iii) by reason of material prejudice to its legal or commercial position.




 


		(b)	Payee Tax Representations. For the purpose of Section
3(f), Party A and Party B make the representation(s) specified below:



 


		(i)	The following representation applies to Party A:



Party
A is a national bank organized under the laws of the United States of America.


 


		(ii)	The following representation applies to Party B:



Party
B is a corporation organized under the laws of the state of New York.


 


		(c)	Withholding Tax imposed on payments to non-US counterparties
under the United States Foreign Account Tax Compliance Act. “Tax” as used in Part 2(a) of this Schedule (Payer
Tax Representations) and “Indemnifiable Tax” as defined in Section 14 of this Agreement shall not include any U.S.
federal withholding tax imposed or collected pursuant to Sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986,
as amended (the “Code”), any current or future regulations or official interpretations thereof, any agreement entered
into pursuant to Section 1471(b) of the Code, or any fiscal or regulatory legislation, rules or practices adopted pursuant to
any intergovernmental agreement entered into in connection with the implementation of such Sections of the Code (a “FATCA
Withholding Tax”). For the avoidance of doubt, a FATCA Withholding Tax is a Tax the deduction or withholding of which is
required by applicable law for the purposes of Section 2(d) of this Agreement.



  


 


Part 3


 Agreement to Deliver Documents


 


For the purpose of Sections 4(a) (i) and (ii) of this
Agreement, each party agrees to deliver the following documents, as applicable:


 


	Party  required  to	Form/Document/	Date by which to be	Covered  by  Section
	deliver document	Certificate	delivered	3(d) Representation
	 	 	 	 
	Party A & B	Any form or document	As soon as practicable	Yes
	 	reasonably requested by	after request.	 
	 	the other party to permit	 	 
	 	payments without (or with	 	 
	 	minimal) withholding of	 	 
	 	Tax as specified in Section	 	 
	 	4(a)(iii) of this Agreement.	 	 



 


 








    
	 	 4	ISDA ® 1992


 



     


    
 

	Party A & B	Signing Authority, being	Upon execution of this	Yes
	 	evidence of authority,	Agreement and, if	 
	 	incumbency and specimen	requested, any	 
	 	signature of each person	Confirmation.	 
	 	executing any document	 	 
	 	on its behalf or on behalf	 	 
	 	of each Credit Support	 	 
	 	Provider of such party in	 	 
	 	connection with this	 	 
	 	Agreement and each Credit	 	 
	 	Support Document.	 	 
	 	 	 	 
	Party B	Authorizing resolution of	Upon execution of this	Yes
	 	managing board (e.g.,	Agreement and, if	 
	 	Certified Board of	requested, any	 
	 	Directors Resolution or	Confirmation.	 
	 	Certificate of Managing	 	 
	 	Partner) approving each	 	 
	 	type of Transaction	 	 
	 	contemplated hereunder	 	 
	 	and the arrangements	 	 
	 	contemplated herein.	 	 
	 	 	 	 
	Party B           	Audited annual financial	Initially, upon execution	Yes 
	 	statements and unaudited	of this Agreement, then	 
	 	quarterly financial	upon request by Party A	 
	 	statements, and related	 	 
	 	statement of earnings and	 	 
	 	changes in financial	 	 
	 	condition, each prepared in	 	 
	 	accordance with generally	 	 
	 	accepted accounting	 	 
	 	principles and reasonably	 	 
	 	satisfactory to Party A.	 	 
	 	 	 	 
	Party B	Return of executed	           On
or before execution	 No
	 	General Statement of Risks 	of this Agreement	 
	 	Associated With Swap	 	 
	 	Transactions	 	 
	 	 	 	 


 





 





 




    
	 	 5	ISDA ® 1992


 



     


    

 


Part 4


 Miscellaneous


 


		(a)	Addresses for Notices. For the purposes of Section
12(a) of this Agreement:



 


		(i)	All notices or communications to Party A shall, with
respect to a particular Transaction, be sent to the address, telex number, or facsimile number reflected in the Confirmation of
that Transaction:



 





	 	 	Address:	Citizens Bank, National
Association
	 	 	 	100 Sockanosset Cross Rd
	 	 	 	Cranston, RI  02920
	 	 	Attention:	Derivatives Operations
	 	 	Telephone:	(401) 282-7250
	 	 	Facsimile:	(401) 282-7718







 


 





	 	 	Address:	Citizens Bank, National Association  
	 	 	 	28 State Street
	 	 	 	Boston, MA 02109
	 	 	Attention:  	Legal Department 
	 	 	Telephone:	(617) 725-5813
	 	 	Facsimile:	(617) 725-5620







 


		(ii)	All notices or communications to Party B shall be sent
to the address, telex number, or facsimile number reflected below:



 





	 	 	Address:	CPI Aerostructures, Inc.
	 	 	 	91 Heartland Blvd
	 	 	 	Edgewood, NY 11717
	 	 	Attention:	Vince Palazzolo
	 	 	Telephone:	(631) 586-5200
	 	 	Facsimile:	(631) 586-5840
	 	 	Email:	Vpalazzolo@cpiaero.com













 


		(iii)	Notices. Section 12(a) is amended by adding in
the third line thereof after the phrase “messaging system” and before the “)” the words “;
provided, however, any such notice or other communication may be given by facsimile transmission (it being agreed that
the sender shall verbally confirm receipt with an officer of the receiving party)”.



 


		(b)	Process Agent. For the purpose of Section 13 (c)
of this Agreement:



 


Party
A appoints as its Process Agent: Not applicable.


Party
B appoints as its Process Agent: Not applicable.


 


		(c)	Offices. Section 10(a) will apply to this Agreement.



 


		(d)	Multibranch Party. For the purpose of Section 10(c)
of this Agreement:



 


		(i)	Party A is not a Multibranch Party



		(ii)	Party B is not a Multibranch Party.



 


		(e)	Calculation Agent. The Calculation Agent is Party
A.



 







    
	 	 6	ISDA ® 1992


 



     


    
 

		(f)	Credit Support
Document. Details of any Credit Support Document:



 


With
respect to Party A: not applicable; and


 


With
respect to Party B: (i) any guaranty or third party letter of credit in favor of Party A or any of Party A’s Affiliates
in respect of Party B's obligations hereunder (ii) any credit support annex, (iii) other collateral arrangement, the intent of
which is to provide a security interest in favor of Party A with respect to Party B's obligations hereunder, and (iv) and any
other document (including, without limitation, any agreement extending credit to Party B) that secures or otherwise supports the
obligations of Party B hereunder.


 


		(g)	Credit Support
Provider. Credit Support Provider means:



 


With
respect to Party A: not applicable; and


 


With
respect to Party B: any entity other than Party B that provides a Credit Support Document and each party to a Credit Support Document
that provides or is obligated to provide security, a guaranty or other credit support for Party B’s obligations hereunder.


 


		(h)	Governing Law. This Agreement will be governed by and
construed in accordance with the laws of the State of New York (without reference to choice of law doctrine).



 


		(i)	Netting of Payments. Subparagraph (ii) of Section
2(c) will apply, provided that Section 2(c)(ii) will not apply to FX Transactions.



 


		(j)	“Affiliate” will have the meaning specified
in Section 14 of this Agreement.



 


 


Part 5


 Other Provisions


 


		(a)	Definitions. The definitions and
provisions contained in the 2006 ISDA Definitions (the “2006 ISDA Definitions”) as published by the
International Swaps and Derivatives Association, Inc. are hereby incorporated into this Agreement by reference. For these purposes,
all references in the 2006 ISDA Definitions to a “Swap Transaction” shall be deemed to apply to each Transaction entered
into hereunder.



 


 




    
	 	 7	ISDA ® 1992


 



     


    
 

		(b)	Set-off. Section 6 of this Agreement
is hereby amended by adding the following subsection at the end thereof:



 


“(f)
Set-Off. Without affecting the provisions of this Agreement requiring the calculation of certain net payment amounts, all
payments under this Agreement will be made without set off or counterclaim, except as provided as follows in this Section 6(f):
Any amount (the “Early Termination Amount”) payable to one party (the Payee) by the other party (the Payer)
under Section 6(e), in circumstances where there is a Defaulting Party or one Affected Party under either the Termination Event
in Section 5(b)(iv) (if made applicable) or any Additional Termination Event will, at the option of the Non-Defaulting or non-Affected
Party (as the case may be) (in either case “X”) (and without prior notice to the Defaulting Party or the Affected
Party – in either case, “Y”) be reduced by its set-off and re-coupment against any amount(s) (the “Other
Agreement Amount(s)”) payable (whether at such time or in the future or upon the occurrence of a contingency) by the Payee
to the Payer (irrespective of the currency, place of payment or booking office of the obligation ) under any other agreement(s)
or undertaking(s) between the parties or instruments issued or executed by one party to, or in favor of, the other party (and
the Other Agreement Amount(s) will be discharged promptly and in all respects to the extent it is so set-off). X will give notice
to the other party of any set-off effected under this Section 6(f).


 


For
this purpose, either the Early Termination Amount or the Other Agreement Amount(s) (or the relevant portion of such amounts) may
be converted by X into the currency in which the other is denominated at the rate of exchange at which X would be able, acting
in a reasonable manner and in good faith, to purchase the relevant amount of such currency.


 


If
an obligation is unascertained, X may in good faith estimate that obligation and set-off in respect of the estimate, subject to
the relevant party accounting to the other when the obligation is ascertained.


 


Nothing
in this Section 6(f) shall be effective to create a charge or other security interest. This Section 6(f) shall be without prejudice
and in addition to any right of set-off, combination of accounts, lien or other right to which any party is at any time otherwise
entitled (whether by operation of law, contract or otherwise”).


 


		(c)	Representations and Warranties. Section
3(a) is amended by adding the following paragraphs (vi), (vii) and (viii):



 


“(vi)         
No Agency. It is entering into this Agreement and each Transaction as principal (and not as agent or in any other capacity,
fiduciary or otherwise).


 


(vii)           Eligible
Contract Participant. Each of Party A and Party B represents to the other (which representation shall be deemed repeated
on each date a Transaction is entered into or amended) that it is an “eligible contract participant” as defined in
the Commodity Exchange Act, as amended, and as such term may be further amended or interpreted under the Dodd-Frank Wall Street
Reform and Consumer Protection Act.


 


(viii)           Anti-Money
Laundering. It has adopted and implemented anti-money laundering policies, procedures and controls that comply and
will continue to comply in all respects with the requirements of the anti-money laundering laws and regulations to which it is
subject, and it strictly adheres to such policies, procedures and controls. In accordance with these policies, procedures and
controls, it verifies the identities of, and conducts due diligence (and, where appropriate, enhanced due diligence) with regard
to its customers.”


 







    
	 	 8	ISDA ® 1992


 



     


    
 

		(d)	Relationship Between Parties. In
connection with the negotiation of, the entering into, of this Agreement, and any other documentation relating to
this Agreement to which it is a party or that it is required by this Agreement to deliver, each party hereby represents and warrants,
and, in connection with the negotiation of, the entering into, and the confirming of the execution of each Transaction, each party
will be deemed to represent, to the other party as of the date hereof (or, in connection with any Transaction, as of the date
which it enters into such Transaction) that (absent a written agreement between the parties that expressly imposes affirmative
obligations to the contrary for that Transaction):-



 


(i)           Non-Reliance.
It is acting for its own account, and it has made its own independent decisions to enter into that Transaction and
as to whether that Transaction is appropriate or proper for it based upon its own judgment and upon advice from such advisers
as it has deemed necessary. It is not relying on any communication (written or oral) of the other party as investment advice or
as a recommendation to enter into that Transaction; it being understood that information and explanations related to the terms
and conditions of a Transaction shall not be considered investment advice or a recommendation to enter into that Transaction.
No communication (written or oral) received from the other party shall be deemed to be an assurance or guarantee as to the expected
results of that Transaction.


 


(ii)           Assessment
and Understanding. It is capable of assessing the merits of and understanding (on its own behalf or through independent
professional advice), and understands and accepts the terms, conditions and risks of that Transaction. It is also capable of assuming,
and assumes, the risks of that Transaction.


 


(iii)           Status
of Parties. The other party is not acting as a fiduciary for or an adviser to it in respect of that Transaction.


 


(iv)           Related
Transactions. It is aware that each other party to this Agreement and its Affiliates may from time to time (A) take
positions in instruments that are identical or economically related to a Transaction or (B) have an investment banking or other
commercial relationship with the issuer of an instrument underlying a Transaction.


 


		(e)	WAIVER OF JURY TRIAL. EACH PARTY HEREBY IRREVOCABLY
WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT
OR ANY TRANSACTION AND ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO THE OTHER PARTY’S ENTERING INTO THIS AGREEMENT.



 


		(f)	Consent to Recording. Each party
hereto consents to the monitoring or recording, at any time and from time to time, by the other party of the telephone
conversations of trading and marketing personnel of the parties and their authorized representatives in connection with this Agreement
or any Transaction or potential Transaction; and the parties, waive any further notice of such monitoring or recording and agree
to give proper notice and obtain any necessary consent of such personnel for any such monitoring or recording.



 


		(g)	Outstanding Specified Transactions. Upon
the effectiveness of this Agreement, all Specified Transactions then outstanding between the parties (regardless
of when entered into), shall, unless the parties express their intent to not be subject to this Agreement by referencing the date
hereof and this Part 5(g), be subject to the terms hereof.



 


  




    
	 	 9	ISDA ® 1992


 



     


    
 

		(h)	Severability. In the event any one
or more of the provisions contained in this Agreement is held to be invalid, illegal or unenforceable in any respect,
such provisions shall be severed from this Agreement to the extent of such invalidity, illegality or unenforceability, unless
such severance shall substantially impair the benefits of the remaining portions of this Agreement. The Agreement after such severance
shall remain the valid, binding and enforceable obligation of the parties hereto.



 


		(i)	Payment Instructions. All payments to be
made hereunder in respect of Transactions shall be made in accordance with standing payment instructions provided
by the parties (or as otherwise specified in a Confirmation).



 


		(j)	Collateral and Security Interest. Party
B hereby represents and warrants that the obligations that are secured by any collateral or security interest granted
pursuant to the Credit Support Documents with respect to Party B shall include any obligation pursuant to this Agreement and hereby
represents and covenants that any approvals or consents that are necessary to make this Part 5(j) enforceable have been obtained.



 


		(k)	Consent to Transfer. Section
7 of this Agreement is amended by deleting the word “and” at the end of sub-paragraph (a); replacing the
period at the end of sub-paragraph (b) with the phrase “; and”; and inserting the following sub-paragraph:






 


“(c) Party A may transfer, without the consent
of Party B (or any Credit Support Provider of Party B), this Agreement and all or any portion of the Transactions under this Agreement
in the event that any of Party B’s obligation(s) to Party A or its Affiliates, as identified in Part 4 of this Agreement,
are sold, transferred, or otherwise assigned by Party A or its Affiliates to one or more banks or financial institutions, in which
case Party B (and each Credit Support Provider of Party B) shall execute, or cause to be executed, such documents, instruments
and agreements, including without limitation, amendments to this Agreement, as Party A shall deem necessary to effect the foregoing.”


 


		(l)	Confidential Information. Party A
may share any information concerning Party B with its Affiliates.



 


		(m)	Negative Pledge/Equally Ratable. So long
as any of the obligations under this Agreement remain outstanding, Party B will not create any mortgage, pledge,
lien or other security interest (each a “Security Interest”) on any of its assets unless (i) a Security Interest arises
by operation of law, or (ii) the Security Interest is a permitted lien as defined in the Credit Agreement.



 


 


Part 6


 FX Transactions and Currency Options


 


		(a)	The 1998 FX and Currency Option Definitions. Unless
the parties expressly agree otherwise in the Confirmation, any Confirmation entered into by the parties in relation to
a transaction which is an FX Transaction or a Currency Option Transaction as defined in the 1998 FX and Currency Option Definitions
published by ISDA, the Emerging Markets Traders Association and the Foreign Exchange Committee (the "FX and Currency Option
Definitions") will be deemed to incorporate the FX and Currency Option Definitions. All capitalized terms used in this Part
6 that are not otherwise defined shall have the meanings ascribed to them in the FX and Currency Option Definitions.



 







    
	 	 10	ISDA ® 1992


 



     


    




 


		(b)	Scope. Unless otherwise agreed in writing by the
parties, any FX Transactions or Currency Option Transactions now existing or hereafter entered into between the parties
shall constitute a “Transaction” under this Agreement and shall be subject to, governed by, and construed in accordance
with the terms of this Agreement, even if the Confirmation in respect thereof does not state that such Specified Transaction is
subject to or governed by this Agreement or does not otherwise reference this Agreement.



 


		(c)	Payment Instructions. All payments to be made hereunder
in respect of FX Transactions or Currency Option Transactions shall be made in accordance with standing payment instructions
provided in writing from time to time by the parties (or as otherwise specified in a Confirmation).



 


 


  


 




    
	 	 11	ISDA ® 1992


 



     


    

 


Please confirm your agreement to the terms of the foregoing
Schedule by signing below.


 


 


	CITIZENS BANK, NATIONAL ASSOCIATION	 	 	CPI AEROSTRUCTURES, INC.	 
	 	 	 	 	 
	 	 	 	 	 
	/s/	/s/ Jamie Salas	 	 	/s/	Vincent Palazzolo	 
	 	Name: Jamie Salas	 	 	 	Name:
Vincent Palazzolo 	 
	 	Title: Senior Vice President	 	 	 	Title: Chief Financial Officer	 



 


 


 



    
	 	 12	ISDA ® 1992