AIRLINE REVISED DRAFT 2/1/2017 EQUIPMENT LEASE AND USE AGREEMENT BETWEEN THE PORT OF SEATTLE AND SEATTLE-TACOMA AIRLINE CONSORTIUM, LLC AT SEATTLE-TACOMA INTERNATIONAL AIRPORT AIRLINE REVISED DRAFT 2/1/2017 Equipment Lease and Use Agreement Revised Draft Seattle-Tacoma Airline Consortium, LLC Page i TABLE OF CONTENTS RECITALS 1 ARTICLE I – DEFINITIONS; INTERPRETATIONS 1.01 Definitions 1 1.02 Interpretation 4 1.03 Incorporation of Exhibits 4 ARTICLE 2 – USE AND OPERATION OF AERONAUTICAL EQUIPMENT 2.01 Right to Operate and Maintain Aeronautical Equ ipment 5 2.02 Permitted Uses 5 2.03 Limitations Upon Use 5 2.04 Compliance With Laws and Regulations 5 2.05 Access to the Aeronautical Equipment 6 2.06 Acquisition of Additional Aeronautical Equipment 6 2.07 Consortium Manager and STAC Vendors 6 2.08 Title to the Aeronautical Equipment 7 2.09 Airport Security Program 7 2.10 Annual Meeting 8 ARTICLE 3 – FEES 3.01 Aeronautical Equipment Use Fee 8 3.02 Other Fees 8 3.03 Payment of Fees 9 3.04 Accounting and Reports 10 3.05 Member Agreement 10 3.06 Operating Reserve Account and Payment Obligations 10 ARTICLE 4 – TERM 4.01 Term of Agreement 10 4.02 Surrender of Possession 11 4.03 Reversion 11 4.04 Effect of Holding Over 11 ARTICLE 5 – REPAIR AND MAINTENANCE 5.01 STAC Maintenance Responsibilities 11 5.02 Inspection and Notification 11 5.03 Inspections by Port 11 5.04 “As-Is” Condition 12 5.05 Port Property 12 5.06 Liaisons 12 AIRLINE REVISED DRAFT 2/1/2017 Equipment Lease and Use Agreement Revised Draft Seattle-Tacoma Airline Consortium, LLC Page ii TABLE OF CONTENTS ARTICLE 6 – STAC MEMBERSHIP, RATES AND CHARGES, OTH ER EQUIPMENT USAGE 6.01 STAC Membership 12 6.02 Rates and Charges 12 6.03 Access by Users 13 ARTICLE 7 - REPRESENTATIONS AND WARRANTIES 7.01 Representations of STAC 13 7.02 Representations of Port 13 ARTICLE 8 – INSURANCE AND INDEMNIFICATION 8.01 Indemnification of Port by STAC 14 8.02 Industrial Insurance Laws 14 8.02 Insurance – Required Policies and Coverage Details 14 8.04 Waiver of Subrogation 17 8.05 Increase in Port’s Cost of Insurance 17 8.04 Other Insurance 17 ARTICLE 9 – DEFAULT AND RIGHTS AND REMEDIES UPON DEFAULT 9.01 Events of Default 17 9.02 Remedies of the Port 18 9.03 Remedies; No Waiver 20 9.04 Rights and Duties Upon Termination or Expiration 20 9.05 Disputed Obligations 20 ARTICLE 10 – TAXES AND LIENS 10.01 Taxes, Assessments, Licenses, Permit Fees and Tax Liens 21 10.02 Other Liens 21 ARTICLE 11 – ENVIRONMENTAL MATTERS 11.01 Environmental Definitions 22 11.02 Restriction on Hazardous Substances 22 11.03 Compliance and Remediation 22 11.04 Port Remedies 22 11.05 Environmental Indemnity 23 ARTICLE 12 – NON-DISCRIMINATION 12.01 Federal Nondiscrimination Regulations 23 12.02 Affirmative Actions 24 ARTICLE 13 – MISCELLANEOUS PROVISIONS 13.01 No Personal Liability 24 13.02 Governing Law 24 AIRLINE REVISED DRAFT 2/1/2017 Equipment Lease and Use Agreement Revised Draft Seattle-Tacoma Airline Consortium, LLC Page iii 13.03 No Waiver 24 13.04 No Exclusive Remedy 24 13.05 Subordination to Sponsor’s Assurance Agreement 24 13.06 SEC Rule 15c2-12 24 13.07 Force Majeure 25 13.08 Severability 25 13.09 Headings 25 13.10 Exclusiveness of STAC’s Rights 25 13.11 Withholding Required Approvals 25 13.12 Successors and Assigns 25 13.13 Amendments 25 13.14 No Third-Party Beneficiaries 26 13.15 No Joint Venture 26 13.16 Attorney’s Fees 26 13.17 Notices 26 13.18 Labor Disputes 27 13.19 Reasonableness of Port and STAC 27 EXHIBIT LIST Exhibit A Aeronautical Equipment Exhibit B Maintenance Standards Exhibit C Licensed Premises Exhibit D Description of Services Exhibit E Equipment Use Agreement Exhibit F Equipment Access Agreement Exhibit G Fee Schedule Exhibit H Member Agreement Exhibit I Equipment Inspection Form Exhibit J Co-Bus Operator Requirements AIRLINE REVISED DRAFT 2/1/2017 Equipment Lease and Use Agreement Revised Draft Seattle-Tacoma Airline Consortium, LLC Page 1 EQUIPMENT LEASE USE AGREEMENT BETWEEN THE PORT OF SEATTLE AND SEATTLE-TACOMA AIRLINE CONSORTIUM, LLC AT SEATTLE-TACOMA INTERNATIONAL AIRPORT THIS EQUIPMENT LEASE AND USE AGREEMENT (this “Agre ement”), dated as of ___________, 2017, is made by and between the Port of Seattle (the “Port”), a Washington municipal corporation, that owns, and operates the Seattle-Tacoma International Airport (hereinafter referred to as “Airport)” and Seattle- Tacoma Airline Consortium, LLC, a Washington limited liability company (“STAC”), duly designated to perform certain duties and obligations on behalf of the Member Air Carriers (defined below) serving Airport. RECITALS WHEREAS, Port owns and operates the Airport, locat ed in Seattle, Washington and has the power to grant rights and privileges with respe ct thereto; and WHEREAS, the Port owns certain equipment and syste ms serving the Airport; and WHEREAS, STAC is an airline consortium comprised o f Member Air Carriers (defined below), and WHEREAS, STAC is engaged in the business of provid ing certain operations, and management services to the Air Carriers operating a t the Airport; and WHEREAS, STAC desires to obtain from Port, and Por t desires to grant to STAC, in accordance with the terms and conditions of this Ag reement, the right to lease and use the Port- owned equipment and systems, defined as the “Aerona utical Equipment” and as described on Exhibit A hereto; and NOW, THEREFORE, in consideration of the promises, t he terms and conditions set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Port and STAC, intending to be legall y bound, agree as follows: ARTICLE 1 DEFINITIONS; INTERPRETATION 1.01. Definitions . The following terms and phrases shall have the f ollowing meanings for purposes of this Agreement: (a) “Aeronautical Equipment” means, collectively, the Port-owned equipment and systems to be leased and used by STAC in accordance with the terms and conditions of this Agreement, and as described on Exhibit A hereto, as may be amended from time to time. AIRLINE REVISED DRAFT 2/1/2017 Equipment Lease and Use Agreement Revised Draft Seattle-Tacoma Airline Consortium, LLC Page 2 (b) “Aeronautical Equipment Use Fee” has the meaning gi ven to it in Section 3.01. (c) “Air Carrier” means a carrier certificated by the S ecretary of Transportation as a Passenger Carrier under 49 U.S.C. § 41102 or a Carg o Carrier under 49 U.S.C. § 41103. (d) “Air Operations Area” means any area enclosed by th e Airport security fence, including ramps, aprons, runways, taxiways, gate positions, airport parking areas and Federal Aviation Administration facilities. (e) “Airport Movement Area” or “AMA” means the runways, taxiways and other areas of the Airport which are used for taxiing or hover taxiing, takeoff and landing aircraft, exclusive of loading ramps and aircraft parking areas.. (f) “Airport Non-Movement Area” means any area intended and constructed for the use of aircraft which is not under direct control of the Airport Traffic Control Tower. (g) “Airport Traffic Control Tower” means a facility op erated by the Federal Aviation Administration to manage and control operations on the AMA’s of the Airport. (h) “CoBus Operator” means a STAC Vendor engaged by STA C to provide CoBus services, including drivers to operate CoBus units in performance of the Services authorized under this Agreement. (i) “Consortium Manager” means an independent contracto r selected by STAC to manage this Agreement and the STAC Vendor Agreements. (j) “Consortium Manager Agreement” means the profession al services agreement as in effect between STAC and the Consortium Manager for the management of this Agreement and the STAC Vendor Agreements, and other duties as spe cified and agreed to as provided in the agreement. (k) “Effective Date” means the date on which this Agree ment has received all required approvals and is fully-executed by STAC and Port. (l) “Equipment Access Agreement” means an agreement bet ween STAC and a Handler to allow access to the Aeronautical Equipment by the Handler to provide services to a User. (m) “Equipment Use Agreement” means an agreement betwee n STAC and any Non- Member Air Carrier desirous of using the Aeronautical Equipment. AIRLINE REVISED DRAFT 2/1/2017 Equipment Lease and Use Agreement Revised Draft Seattle-Tacoma Airline Consortium, LLC Page 3 (n) “Event of Default” has the meaning given to it in S ection 9.01. (o) “Fees” means the Aeronautical Equipment Use Fee and any all other charges, fees, and amounts payable by STAC to Port hereunder. (p) “Fiscal Year” means a year beginning January 1 and ending December 31. (q) “Handler” means any person that: (i) executes an Eq uipment Access Agreement; and (ii) obtains all necessary approvals and permits from Port to perform handling services for one or more Users at the Airport. (r) “Hazardous Substances” has the meaning given such t erm in Article 11. (s) “Maintenance Standards” means those standards descr ibed on Exhibit B attached hereto, as the same may be updated from time to time by mutual agreement of STAC and the Port. (t) “Member Air Carrier” means an Air Carrier that is a party to the Member Agreement and is a member of STAC. (u) “Member Agreement” means the STAC Member Agreement (and all amendments or modifications thereto) by and among the Member Air Carriers pertaining to the allocation of rates, fees, and charges established pursuant to th is Agreement and other expenses of STAC, and covering other related issues such as membership, g overnance, default, withdrawal, insurance, and indemnification. (v) “Non-Member Air Carrier" means an Air Carrier that uses the Airport that is not a party to the Member Agreement and is not a member of STAC and that has executed an Equipment Use Agreement. (w) “Operating Reserve Account” means the operating acc ount established and maintained by STAC pursuant to Sections 12.06. of the Member Agreement and Section 3.06. hereof. (x) “Port Commission” means the Port of Seattle Port Co mmission. (y) “Licensed Premises” means the Airfield at the Airpo rt and areas licensed by the Port to STAC, as described in Exhibit C, for parking and use of the Aeronautical Equipment. (z) “Release” has the meaning given such term in Articl e 11. (aa) “Services” means those certain services that are de signated as the responsibility of STAC, as described in Exhibit D of this Agreement, and as may be modified from time to time AIRLINE REVISED DRAFT 2/1/2017 Equipment Lease and Use Agreement Revised Draft Seattle-Tacoma Airline Consortium, LLC Page 4 upon mutual written agreement between STAC and the Port. (bb) “Signatory Airline” means any Air Carrier that has entered into a Signatory Lease and Operating Agreement or successor agreement with the Port. (cc) “Signatory Lease and Operating Agreement” means the 2013-2017 Signatory Lease and Operating Agreement between the Port of Seattle and individual Air Carriers effective dated January 1, 2013, as may be amended, or a succ essor agreement. (dd) “STAC Vendor” means one or more vendors or service providers, engaged by STAC: (i) to provide the Services; or (iii) to provide any other such Services specified by STAC. (ee) “STAC Vendor Agreement” means an agreement between STAC and a STAC Vendor in which a STAC Vendor will provide Services as more particularly described in Section 2.07. (ff) “User” means any Member, Non-Member Air Carrier or Handler that uses the Licensed Premises and/or the Aeronautical Equipment. 1.02. Interpretation . In this Agreement, unless otherwise expressly in dicated: (a) the terms “hereby”, “herein”, “hereof”, “heret o”, “hereunder” and any similar terms used in this Agreement refer to this Agreement; (b) all Article and Section references, unless oth erwise expressly indicated, are to Sections of this Agreement; (c) words importing persons shall include firms, a ssociations, partnerships, trusts, corporations and other legal entities, including pu blic bodies, as well as natural persons; (d) any headings preceding the text of the Article s and Sections of this Agreement, and any table of contents or marginal notes appended to copies hereof, shall be solely for convenience of reference and shall not constitute a part of thi s Agreement, nor shall they affect its meaning, construction or effect; (e) words importing the singular shall include the plural and vice versa; (f) all the agreements or instruments herein defin ed shall mean such agreements or instruments as the same may from time to time be su pplemented or amended or the terms thereof waived or modified to the extent permitted by, and in accordance with, the terms thereof; (g) references to statutes, sections or regulation s are to be construed as including all AIRLINE REVISED DRAFT 2/1/2017 Equipment Lease and Use Agreement Revised Draft Seattle-Tacoma Airline Consortium, LLC Page 5 statutory or regulatory provisions consolidating, a mending, replacing, succeeding or supplementing the statute, section or regulation re ferred to; (h) the words “including,” “includes” and “include ” shall be deemed to be followed by words “without limitation” or “but not limited to” or words of similar import; (i) use of the word “or” in a series such as a, b or c means any one or more of the items in the series. 1.03. Incorporation of Exhibits . The exhibits, attachments, schedules, and addend a referenced herein and attached hereto are hereby made a part of this Agreement. Notwithstanding the provisions of Section 13.13, the parties acknow ledge and agree that the Exhibits A, C and G attached to this Agreement may be revised from time to time during the Term as agreed to by the parties without further amendment of the Agreement. Any such revision shall be clearly documented on the face of the Exhibit and initialed by an authorized representative of each party. ARTICLE 2 LEASE AND USE OF AERONAUTICAL EQUIPMENT 2.01. Right to Lease and Use Aeronautical Equipmen t. The Port hereby leases to STAC the Aeronautical Equipment and further grants STAC those responsibilities, duties, and obligations described in this Agreement including t he exhibits, attachments, schedules and addenda attached hereto. STAC hereby accepts the le ase of the Aeronautical Equipment and agrees to undertake the obligation to use the Aeronautical Equipment on the terms and conditions set forth in this Agreement. 2.02. Permitted Uses. STAC shall use the Aeronautical Equipment, wherever it may be located at the Airport, for the handling of flights and passengers by Member Air Carriers and Non- Member Air Carriers, in accordance with this Agreem ent, and for the carrying on of activities reasonably necessary or convenient in connection wi th the foregoing (collectively, “Services”). 2.03. Limitations Upon Use. STAC shall not use the Aeronautical Equipment for p urposes other than the purposes specified in Section 2.02 hereof. STAC shall not do, or cause or permit anything to be done, in connection with the Aeronau tical Equipment, or bring or keep anything thereon which will increase the risk of fire or exp losion on Airport property; or create a nuisance; or obstruct or interfere with the rights of others on Airport property; or commit or suffer to be committed any waste in relation to the Aeronautical Equipment; or use or allow said Aeronautical Equipment to be used for any unlawful purposes or t o be used in such a way as to interfere with Airport safety; or do or permit to be done anything tending materially to injure the reputation of the Airport. AIRLINE REVISED DRAFT 2/1/2017 Equipment Lease and Use Agreement Revised Draft Seattle-Tacoma Airline Consortium, LLC Page 6 2.04. Compliance with Laws and Regulations. The use by STAC of the areas, Aeronautical Equipment, Licensed Premises and facil ities described herein and the rights and privileges granted STAC pursuant to this Agreement shall at all times be subject to any and all applicable rules, regulations, and federal laws, st ate laws and local laws of governmental agencies having jurisdiction over the Airport, including, bu t not limited to, airport rules and regulations, airport operation bulletins, and airport directives (collectively “Airport Rules”), as may be established by Port, as the same may be amended fro m time to time, and to the provisions of this Agreement. Nothing herein contained shall be deemed to prevent STAC from contesting in good faith any federal, state or local code, law, regula tion, ordinance or rule, (other than Airport Rules which are addressed below) or its applicability to STAC or this Agreement without being considered in breach of this Agreement so long as s uch contest is diligently commenced and prosecuted by STAC. STAC shall at all times during the term of this Agreement comply with all Airport Rules and any amendment thereto, as they no w exist or may hereafter be adopted or amended herein. Port agrees to publish any amendme nts or new Airport Rules, in accordance with established Port procedures, and STAC may provide t he Port with comments to any amendments or new Airport Rules within thirty days of the publ ished date. The Port shall consider STAC’s comments, but shall determine in its sole discretio n, whether or not to accept STAC’s comments. STAC shall, at its own expense, use the Aeronautica l Equipment in accordance with prudent engineering and safety standards, and in accordance with all Airport Rules. Without limiting the generality of the foregoing, STAC shall assure that the Aeronautical Equipment is used in compliance with all requirements of the Occupationa l Safety and Health Act. Port shall have no liability for any damage to persons or property as a result of the use or misuse of any Aeronautical Equipment, and STAC’s indemnity in Section 8.01 her eof shall include any costs, losses, claims, damages, liabilities, and expenses arising out of such use or misuse. STAC shall keep current all licenses and permits, whether municipal, county, Ai rport, State, or federal, required for the conduct of its operations at Airport, and pay all fees prom ptly when due, subject to their right to contest such fees. 2.05. Access to the Aeronautical Equipment. (a) Anything herein to the contrary notwithstanding , STAC shall provide all Air Carriers access to the Aeronautical Equipment for the uses p ermitted herein, in compliance with the terms of this Agreement and all applicable federal laws, regulations and grant assurances and subject to non-discriminatory reasonable rules, regulations an d fees established by STAC. (b) STAC may require, as a condition to the use of the Aeronautical Equipment or any part of the Aeronautical Equipment, that Non-Member Air Carriers execute an Equipment Use Agreement with STAC and that Handlers execute an Eq uipment Access Agreement with STAC, each such agreement providing for the payment of fe es, appropriate insurance and indemnification provisions and such other matters as may reasonably be required by STAC. The form of all such agreements and amendments thereto shall be subject to the prior approval of the Port. At the Port’s request, STAC shall provide the Port with notice of any defaults under Non-Member Agreements. AIRLINE REVISED DRAFT 2/1/2017 Equipment Lease and Use Agreement Revised Draft Seattle-Tacoma Airline Consortium, LLC Page 7 Exhibits E and F are representative forms of the Eq uipment Use Agreement and Equipment Access Agreements, respectively. 2.06. Acquisition of Additional Aeronautical Equipm ent. At the request of either party, Port and STAC shall meet and confer to determine wh ether additional Aeronautical Equipment is required to meet new customer service or technology requirements in order to maintain the Airport’s competitive position world-wide or to sup port changes in aviation security required as a result of the Transportation Security Act or simila r national legislation. The parties shall jointly determine the extent of the need for additional Aer onautical Equipment, as well as the type and quantity of additional Aeronautical Equipment requi red. Subject to Port Commission approval, the Port shall procure the additional Aeronautical Equi pment and obtain reimbursement from STAC through adjustment of the Aeronautical Equipment Us e Fee. 2.07. Consortium Manager and STAC Vendors. (a) The rights and obligations of STAC under this A greement may be delegated to and completed by a Consortium Manager and one or more S TAC Vendors selected by STAC, including a CoBus Operator, and approved by the Por t, which approval shall not be unreasonably withheld. (b) The Consortium Manager Agreement, and STAC Vend or Agreements shall set forth the duties, responsibilities, obligations and compe nsation of the Consortium Manager, and STAC Vendor(s), as the case may be, with respect to the Aeronautical Equipment as well as the rights and obligations of STAC with respect to the Consort ium Manager or STAC Vendor. Notwithstanding the foregoing, any such delegation shall not limit or reduce the obligations and responsibilities of STAC under this Agreement. STAC shall notify the Port of any default under the Consortium Manager Agreement, or STAC Vendor Ag reement. STAC shall enforce the terms and conditions of the Consortium Manager Agreement, and all STAC Vendor Agreements. (c) STAC covenants and agrees that it will not remo ve or replace the Consortium Manager without prior notice given to the Port. In the even t the Port determines and notifies STAC in writing that the Consortium Manager or any STAC Vendor is n ot performing under its respective agreement or the performance of the Consortium Mana ger or any STAC Vendor is detrimental to the Aeronautical Equipment, the Airport, the passen gers, public safety or security, then STAC shall terminate and replace such non-performing par ty with a qualified and satisfactory replacement within thirty (30) days of receiving th e Port’s notice. Notwithstanding the foregoing, if: (i) the event(s) of non-performance is (are) of a substantially similar nature as non- performance that has been noticed by the Port on at least two (2) previous occasions; or (ii) the event(s) of non-performance is (are) of a nature that cannot be cured, AIRLINE REVISED DRAFT 2/1/2017 Equipment Lease and Use Agreement Revised Draft Seattle-Tacoma Airline Consortium, LLC Page 8 including acts of criminal misfeasance, then the Port may request immediate termination and replacement of such non-performing Consortium Manager or STAC Vendor and, if upon such request, STAC shall immediately proceed with such termination and replacement. 2.08. Title to the Aeronautical Equipment. Port shall have full title to the Aeronautical Equipment. 2.09 Airport Security Program. (a) TSA Program. In accordance with regulations iss ued by the FAA, the U.S. Department of Transportation and the U.S. Department of Homela nd Security, Transportation Security Administration (“TSA”) and found at 49 Code of Fede ral Regulations (“CFR”) Part 1542, airports are required to have TSA-approved security programs . These programs are designed to control access to certain areas of airports and to control the movement of people and vehicles within those areas. (b) STAC Compliance. Port has a TSA-approved securi ty program for the Airport. STAC must have a security program for its operations at the Airport at all times during the Term of this Agreement. At all times during the Term of this Agr eement, STAC’s security program must be in compliance with all applicable laws and regulations from time to time enacted or promulgated, must be consistent and compatible in all respect wi th Port’s overall security program for the Airport, and must be acceptable to Port and the TSA . (c) Indemnification. STAC shall be responsible for any breach of security which occurs as a result of the negligence and/or willful misconduct of STAC, its agents, employees, contractors, subtenants, Affiliates, or invitees, not including passengers, and STAC further agrees to indemnify and hold harmless Port from and against any and all damages, penalties, fines, claims and costs resulting directly or indirectly from the breach of STAC’s responsibilities, covenants and agreements as set forth in this Section 2.09.(c). P ort shall provide STAC notice of and consult with STAC regarding any claims that Port has knowledge o f and are related to STAC. The indemnification contained in this Section 2.09.(c) applies to this Section 2.09.(c) only. (d) Confidentiality and Indemnity. In connection wi th its operations, STAC may receive, gain access to or otherwise obtain certain knowledg e and information related to Port’s overall Airport security program. STAC acknowledges that al l such knowledge and information is of a highly confidential nature. STAC covenants and agre es that no person, whether an employee of STAC or a third party, shall be permitted or gain a ccess to such knowledge and information, unless such person has been approved by Port in advance in writing, which approval may be granted or withheld by Port in its sole discretion. Notwithsta nding the foregoing, STAC is permitted to direct such security knowledge and information to its empl oyees who require same to conduct STAC’s AIRLINE REVISED DRAFT 2/1/2017 Equipment Lease and Use Agreement Revised Draft Seattle-Tacoma Airline Consortium, LLC Page 9 operations or to comply with any law, regulation or Airport rule. STAC further agrees to defend, indemnify and hold harmless Port and other users of the Airport from and against any and all fines, claims, costs, expenses, damages and liabilities, i ncluding but not limited to all reasonable attorneys’ fees and costs, resulting directly or in directly from the breach of STAC’s covenants and agreements as set forth in this Section 2.09.(d). P ort shall provide STAC notice of any claims that Port has knowledge that relate to STAC. The indemni fication contained in this Section 2.09.(d) applies to this Section 2.09.(d) only. (e) Material Breach. Violation of any of the provisions of this Section 2.09 shall be a material breach. In order to cure a breach under this Section 2.09, STAC shall cooperate with Port in all respects reasonably necessary to correct such violation to the Port’s reasonable satisfaction. 2.10. Annual Meeting. The Port and STAC shall meet at annually on or abo ut September 1 to review matter of interest to the parties and to review STAC’s performance over the last Fiscal Year. ARTICLE 3 FEES 3.01. Aeronautical Equipment Use Fee. The Port shall establish an “Aeronautical Equipment Use Fee” based on an annually budgeted am ount, including an annual reconciliation to actual, that recovers the Port’s actual cost, debt service, depreciation, maintenance, operation, or other costs associated with the Aeronautical Equipm ent: provided that such costs are not also assessed to the Signatory Airlines under the terms of a Signatory Lease and Operating Agreement, successor agreement or other Airport rate setting m echanism in effect at the time. Attached Exhibit G sets forth the Aeronautical Equipment Fee. (a) Annual Adjustments. Within sixty (60) days afte r completion of an audit of the Use Fees for the preceding Term, the Port shall recalculate the Use Fee on the basis of actual cost, debt service, depreciation, maintenance, operation or ot her costs associated with the Aeronautical Equipment and shall determine the amount of any ove rpayment (credit) or underpayment (debit) due to or from STAC. Any resulting credit will be i ssued as a credit to STAC’s account. Any resulting debit will be invoiced to and payable by STAC. (b) Port shall give reasonable advance notice to S TAC of any such adjustments. 3.02. Other Fees. STAC’s payment of the Aeronautical Equipment Use F ee hereunder shall not limit STAC’s obligation to pay all other charges or fees occasioned by STAC’s use of the Aeronautical Equipment, provided that such cost s are not also assessed to the Signatory Airlines under a Signatory Lease and Operating Agre ement, including the following: (a) Utilities. STAC shall be solely liable for the cost of all utilities, including fuel, required AIRLINE REVISED DRAFT 2/1/2017 Equipment Lease and Use Agreement Revised Draft Seattle-Tacoma Airline Consortium, LLC Page 10 to use the Aeronautical Equipment. (b) Space Rental. To the extent STAC, Consortium Ma nager or any STAC Vendor requires the exclusive use of Airport space, other than the Licensed Premises, STAC shall, or shall cause its Consortium Manager or STAC Vendor to, seek and secure from Port an appropriate lease or permit for such space, and pay for the use of such space the rental rates and/or use fees prescribed for such space or use for the applicable fiscal yea r. 3.03. Payment of Fees. (a) STAC shall pay to Port the Aeronautical Equipme nt Use Fee, all taxes, assessments and charges of a like nature due and all other applicab le Fees in advance on or before the first (1st) day of each calendar month during the Term of this Agre ement. The Aeronautical Equipment Use Fee and any other such fee for any fraction of a calend ar month shall be prorated. (b) Unless and until Port notifies STAC in writing designating an alternative payment method, all payments due hereunder shall be made by : (i) Separate wire or automated clearing house (ACH) transfer as follows: Name of Bank Phone Number Port of Seattle, Aviation Division Aviation Operating Account Account # ABA # ACH# Or (ii) STAC acknowledges and understands that use of E-Bill Express, the Port’s current online electronic billing and payment servi ces, or other Port electronic billing and payment service includes an additional charge repre senting the service fee for processing the debit/credit card payment, as required by Washi ngton State law. (c) Late Payment. All payments under this Agreement shall include ide ntifying information, including but not limited to the invoice number. STAC agrees to pay on demand by Port any costs, including reasonable attorney fees and costs incurred by Port for collection. If STAC fails to timely remit to Port all or any part of the payments which it is obligated to make to Port within ten (10) days of when due, STAC shall p ay to the Port a late payment charge equal to five percent (5%) of the amount of such delinquent payment of Fees in addition to the Fees then owing. Notwithstanding anything to the contrary in this Section, late payment and interest charges AIRLINE REVISED DRAFT 2/1/2017 Equipment Lease and Use Agreement Revised Draft Seattle-Tacoma Airline Consortium, LLC Page 11 shall be subject to a minimum, monthly charge of fi ve dollars ($5.00). In addition, if such delinquent payment of Fees and late charge are not received within fifteen (15) days of when such delinquent payment of Fees was originally due, STAC shall further pay interest on such delinquent payment of Fees and late charge thereafter at eight een percent (18%) per annum or the maximum interest rate permitted by law for this transaction in the State of Washington, whichever is less. The Port and STAC recognize that the damages which the Port will suffer as a result of STAC’s failure to timely pay the Fees are difficult or imp racticable to ascertain, and agree that said interest and late charge are a reasonable approximation of t he damages that the Port will suffer in the event of STAC’s late payment. This provision shall not r elieve STAC from payment of Fees at the time and in the manner herein specified. Acceptance by the Port of any such interest and late charge shall not constitute a waiver of STAC’s default wit h respect to said overdue amount, nor shall it prevent the Port from exercising any other rights o r remedies available to the Port. 3.04. Accounting and Reports. STAC shall maintain separate and accurate daily re cords of STAC’s operations hereunder for a period of five (5) years after such operation. All such books and records shall be kept in accordance with genera lly accepted accounting principles, consistently applied, showing in detail all business done or tra nsacted in, on, about or from or pertaining to the Airport. At the Port’s written request, STAC shall make available to the Port and/or its auditors, at a location no greater than twenty (20) miles fro m the Airport, any and all books and records pertaining to STAC’s operations under this Agreemen t. 3.05. Member Agreement. STAC has entered into the Seattle-Tacoma Airline Consortium, LLC Member Agreement, with the Member A ir Carriers (Exhibit H). The form of the Member Agreement and all amendments thereto sha ll be subject to the prior approval of the Port. 3.06. Operating Reserve Account and Payment Obligat ions. STAC agrees that, to secure the prompt payment by STAC of the amounts du e from it each month to the Port pursuant to this Agreement, the Member Agreement shall requi re each “Member” (as defined in the Member Agreement) to contribute to an Operating Reserve Ac count. STAC covenants and agrees to maintain such Operating Reserve Account. ARTICLE 4 TERM 4.01. Term of Agreement. (a) Term. The term of this Agreement (“Term”) shall commence on the Effective Date and shall terminate on December 31, 2026 unless extende d as provided in Section 4.01.(b) or terminated earlier in accordance with the terms hereof. (b) Extension of Term. The Port may, by giving writ ten notice no later than January 1, AIRLINE REVISED DRAFT 2/1/2017 Equipment Lease and Use Agreement Revised Draft Seattle-Tacoma Airline Consortium, LLC Page 12 2026 offer STAC a one (1) year extension of the Ter m. Acceptance of the extension requires assent by a majority vote of the STAC Members. If STAC ass ent is not given to the Port in writing by March 31, 2026 the offer will be deemed rejected. I f the offer is accepted, the Port may propose another one (1) year extension of the Term using th e same procedure as for the initial extension except that the offer deadline will be January 1 st of the expiring term year, and the acceptance deadline of March 31st, of that same year. For either extension, the part ies may negotiate an extension of the Term for longer than one (1) year. In such event, the parties shall amend the Agreement as provided in Section 13.13 to document the extension of the Term. 4.02. Surrender of Possession. STAC shall yield and deliver peaceably to the Port possession of the Aeronautical Equipment and cease using the Aeronautical Equipment on the date of the expiration or termination of this Agreement. The Aeronautical Equipment shall be in a condition similar to that which existed at the comm encement of this Agreement or at the time STAC takes possession of the specific Aeronautical Equipment, if later, except for reasonable wear and tear, that (i) the Port has, in its sole discre tion, determined not to repair or (ii) is damaged within five (5) days before STAC surrenders possess ion. All paper and electronic documents and records related to the operation, use, and maintena nce of the Aeronautical Equipment, including but not limited to all original equipment manufactu rer’s manuals, bulletins, and other documents and all records, reports and other documentation pr oduced by STAC and/or its STAC Vendors shall be delivered to Port at the time the Aeronaut ical Equipment is surrendered. 4.03. Reversion. Upon termination or expiration of this Agreement, STAC shall cease to have any rights with respect to the use of the Aeronautical Equipment under this Agreement, which shall remain property of the Port. 4.04. Effect of Holding Over. STAC has no right to retain possession or use of t he Aeronautical Equipment beyond the expiration or termination of this Agreement. Should STAC hold over the use of the Aeronautical Equipment or any part thereof after the termination of this Agreement, such holding over shall be deemed merely an agreement whose term is from month to month for the Aeronautical Equipment Use Fee applic able during the month preceding the expiration or termination, in addition to any Aeron autical Equipment Use Fee then due hereunder. In the event STAC holds over with the consent of Po rt, STAC shall comply with all terms, conditions and obligations contained in this Agreem ent. ARTICLE 5 AERONAUTICAL EQUIPMENT MAINTENANCE; COBUS OPERATOR REQUIREMENTS 5.01. Maintenance Responsibilities. Subject to the provisions of Section 2.07.(b) and to Port’s rights pursuant Section 9.02 Port’s Remedies , Port shall maintain, repair, refurbish, and replace, as needed, the Aeronautical Equipment, in accordance with the Maintenance Standards set forth in Exhibit B attached hereto. AIRLINE REVISED DRAFT 2/1/2017 Equipment Lease and Use Agreement Revised Draft Seattle-Tacoma Airline Consortium, LLC Page 13 5.02. Inspection and Notification. At the time STAC takes possession of any Aeronauti cal Equipment, STAC shall, or shall cause its STAC Vend or(s) to inspect and test the Aeronautical Equipment as listed in Exhibit A. STAC shall immed iately notify the Port of any operational issues related to the Aeronautical Equipment before STAC allows it to be used by a Member Air Carrier or Non-Member Air Carrier. An inspection f orm as set forth in Exhibit I attached hereto, will be used to document the condition of the Aeronautical Equipment as received from the Port. 5.03. Inspections by Port. (a) Inspection. Port shall have the right, without any obligation to do so, at any reasonable time after reasonable notice, and as often as it co nsiders necessary, to inspect the Aeronautical Equipment so long as such inspection does not unrea sonably interfere with the STAC’s permitted use of the same. (b) Urgent Situations. In the event Port reasonably believes that there is an Aeronautical Equipment problem that interferes with essential facilities or endangers the safety of operations at the Airport, Port may, by written or verbal notice (followed up in writing) to STAC, direct STAC to immediately surrender the Aeronautical Equipment described in Exhibit A to the Port. If STAC cannot or is unable to do so immediately, then the Port may immediately take possession of the Aeronautical Equipment. (c) Alterations to Equipment by STAC. As provided i n Section 4 to Exhibit B, STAC shall not make any alterations to the Aeronautical Equipm ent. Any such alteration shall constitute a default under Section 9.01 (d). 5.04. “As-Is” Condition. STAC accepts the right to operate and use the Aero nautical Equipment in its “as-is” condition with no representation or warranty by the Port with respect to the physical condition of the Aeronautical Equipmen t. THE PORT MAKES NO AGREEMENT, WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLI ED, AS TO THE VALUE, DESIGN, CONDITION, MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE OR FITNESS FOR USE OF THE AERONAUTICAL EQUI PMENT, OR WARRANTY WITH RESPECT THERETO. STAC ACKNOWLEDGES TH AT THE PORT IS NOT A CONTRACTOR OR A MANUFACTURER OF THE AERONAUTI CAL EQUIPMENT (OR ANY COMPONENT THEREOF) OR A DEALER THEREIN. STA C ACCEPTS THE AERONAUTICAL EQUIPMENT AS IS. 5.05. Port Property. If and to the extent STAC is entitled to use any p roperty owned by Port, other than the Aeronautical Equipment and Lic ensed Premises, including fixtures, furnishings, or equipment, and such usage results i n any damage to such fixtures, furnishings, or equipment (other than reasonable wear and tear), th en STAC shall maintain, repair, and as necessary, replace, such fixtures, furnishings, and equipment at its own expense. AIRLINE REVISED DRAFT 2/1/2017 Equipment Lease and Use Agreement Revised Draft Seattle-Tacoma Airline Consortium, LLC Page 14 5.06. Liaisons. Without limiting the rights and obligations of the parties hereunder, including those relating to reporting, approvals, and maintenance or repair, each party will designate a technical representative to liaise with the other party on technical, operational, and lease issues, as appropriate. Each party shall coop erate and permit the other party’s representative to participate in technical and operational activit ies, including, for example, periodic inspections and Aeronautical Equipment problem-solving. 5.07. CoBus Equipment Operator Requirements and Tra ining. STAC shall ensure that all Co- Bus operators, meet and are trained in accordance w ith, the requirements set forth in Exhibit J. STAC shall further ensure that the requirements set forth in Exhibit J are incorporated in the Consortium Manager Agreement and Vendor Agreements, as applicable. STAC shall maintain all records of Co-Bus driver qualifications, training a nd licenses for a period of 2 years. Said records shall be made available to the Port upon request. ARTICLE 6 STAC MEMBERSHIP, RATES AND CHARGES, OTHER EQUIPMENT USAGE 6.01. STAC Membership. Status as a Signatory Airline under the terms and conditions of the Signatory Lease and Operating Agreement is a pr erequisite that must be achieved before an Air Carrier may become a STAC Member. All STAC Mem bers will join STAC pursuant to the terms and conditions of the Seattle-Tacoma Airline Consortium, LLC Member Agreement. 6.02. Rates and Charges. STAC will operate the Aeronautical Equipment and w ill, in compliance with this Agreement and all applicable laws, including local and federal regulations and federal grant assurances, fix, charge and colle ct such rates, fees and charges, including those payable pursuant to the Member Agreement, for the u se of and services provided for the use of the Aeronautical Equipment, which will, together with a ny other available funds, be sufficient to pay the cost of operating, maintaining, repairing, refu rbishing, and replacing the Aeronautical Equipment and to make all payments herein provided for and to pay all other obligations of STAC. STAC may fix, charge and collect rates, fees and ch arges for the use of the Aeronautical Equipment and services provided by STAC to Non-Member Air Car riers at an effective rate not to exceed One Hundred Twenty-Five Percent (125%) of the highe st effective rate charged to any Member Air Carrier prior to any adjustments made pursuant to the Member Agreement; provided, however, that no Non-Member Air Carrier shall be charged at an effective rate less than the rate charged to any Member Air Carrier; provided further, that STAC shall not set rates in a manner that unjustly discriminates between Air Carriers and that all STA C rates and charges shall be subject to the prior written approval of the Port. 6.03. Access by Users. Except as permitted with respect to Airport Rules a nd fees pursuant to Section 6.02 hereof or as otherwise provided her ein and in the Member Agreement, STAC AIRLINE REVISED DRAFT 2/1/2017 Equipment Lease and Use Agreement Revised Draft Seattle-Tacoma Airline Consortium, LLC Page 15 covenants and agrees that access to the Aeronautica l Equipment by all Users shall be allocated in accordance with the assignment methodology adopted by STAC and approved by the Port prior to the Effective Date. ARTICLE 7 REPRESENTATIONS AND WARRANTIES 7.01. Representations of STAC. STAC hereby represents and warrants to the Port tha t: (a) This Agreement is duly authorized, valid, bindi ng and enforceable on STAC. (b) All consents, approvals and authorizations of g overnmental or regulatory authorities or by or on behalf of any creditors or any other third party for the valid execution and delivery of this Agreement by STAC, and STAC’s performance of its ob ligations under and compliance with the terms thereof, have been obtained and are in full f orce and effect. (c) No other approvals of STAC’s Members or governi ng body, the Member Committee (as defined in the Member Agreement), or any govern mental body are required in order for STAC to enter into this Agreement and to perform its obl igations and comply with the conditions imposed hereunder. 7.02. Representations of Port. Port hereby represents and warrants to the STAC tha t: (a) This Agreement has been approved by the Port Co mmission of the Port of Seattle and is duly authorized, valid, binding and enforceable on Port. (b) No other approvals of the Port’s governing body or any governmental body are required in order for the Port to enter into this Agreement and to perform its obligations and comply with the conditions imposed hereunder. ARTICLE 8 INSURANCE AND INDEMNIFICATION 8.01. Indemnification of Port by STAC. Except where, and to the extent, caused by the negligence or intentional wrongdoing of Port, its a gents, employees, contractors, officers, directors or predecessors in interest, the Port and its offic ers, employees and agents, shall not be liable for any injury (including death) to any persons or for damage to any property regardless of how such injury or damage may be caused, sustained or allege d to have been sustained by STAC or by others, including but not limited to all persons directly o r indirectly employed by STAC, or any agents, contractors, subcontractors, licensees and invitees of STAC, as a result of any condition or occurrence whatsoever related in any way to STAC’s performance under this Agreement, including STAC’s use of the Aeronautical Equipment, and STAC’s use and/or occupancy of the AIRLINE REVISED DRAFT 2/1/2017 Equipment Lease and Use Agreement Revised Draft Seattle-Tacoma Airline Consortium, LLC Page 16 Licensed Premises or the areas adjacent thereto. ST AC agrees to defend (with counsel reasonably acceptable to the Port) and hold and save the Port harmless from all liability and expenses (including attorney’s fees, costs, and all expenses of litigation) in connection with any such actual or alleged injury or damage, except where, and to t he extent, caused by the negligence or intentional wrongdoing of the Port, its agents, emp loyees, contractors, officers, directors or predecessors in interest. All indemnities provided in this Agreement shall survive the expiration or any earlier termination of this Agreement. Any f inal judgment rendered against the Port for any cause for which STAC is liable hereunder shall be c onclusive against STAC as to liability and amount upon the expiration of the time for appeal t herefrom. 8.02. Industrial Insurance Laws. STAC shall comply with the statutory requirements of Chapter 51 of the Revised Code of Washington (“RCW” ) regarding workers compensation coverage for its employees. In any and all claims against the Port by an employee of STAC, the indemnification obligation of Section 8.01 of this Agreement shall not be limited in any way by any limitation on the amount or type of damages or compensation benefits payable by or for STAC under applicable worker’s or workmen’s compensation , benefit, or disability laws (including but not limited to RCW 51 Industrial Insurance). STAC expressly waives any immunity STAC might have under such laws and, by agreeing to enter into the Agreement, acknowledges that the foregoing waiver has been mutually negotiated by th e parties. 8.03. Insurance - Required Policies and Coverage De tails. STAC, the Consortium Manager, STAC Vendors, CoBus Operator and Handlers shall each obtain and keep in force, at each’s sole cost and expense the following types of insurance, in the amounts specified and in the form hereinafter provided for throughout the Term. STAC shall include the requirements of this Section 8.03 in the Consortium Manager Agreement, E quipment Access Agreement and Equipment Use Agreement, as applicable. (a) The insurance requirements, for coverage, limit s, and terms, shall in addition apply separately, to the Consortium Manager, STAC, CoBus Operator, and Handlers. (b) The insurance required shall be provided by STA C, CoBus Operator, Consortium Manager, and all Handlers using or operating any of the Aeronautical Equipment. (c) The insurance limits required can be met throug h a combination of a self-insured retention, admitted primary insurance, insurance ob tained on a surplus lines basis, umbrella insurance, and/or excess insurance. (d) Insurance required hereunder shall be in compan ies duly licensed to transact business in the State of Washington, and maintaining during the policy term a General Policyholders Rating of ‘A-’ or better and a financial rating of ‘IX’ or better, as set forth in the most current issue of “Best’s Insurance Guide.” Exceptions to these requi rements shall be made in writing to the Port, and the Port will review to determine if an excepti on can be made. AIRLINE REVISED DRAFT 2/1/2017 Equipment Lease and Use Agreement Revised Draft Seattle-Tacoma Airline Consortium, LLC Page 17 (e) Deductibles and Self Insured Retentions. No ins urance required herein shall contain a deductible or self-insured retention in excess of O ne Hundred Thousand Dollars ($100,000) without the prior written consent of the Port. The request must include specific details of funding and solvency with the respect to pay claims, provid e defense, and pick up all costs within the deductible and/or retention to include those that w ould apply to the Port as an insured under any of the required policies. (f) Insurance Type and Limits for STAC, Consortium Manager, STAC Vendors and Handlers: (i) Airport Operator’s General Liability Insurance. STAC, Consortium Manager, STAC Vendors and Handlers each shall obtain and kee p in force a commercial liability policy of insurance that protects STAC and the Port , as an additional insured, or equivalent, against claims for bodily injury, personal injury a nd property damage based upon, involving or arising out of the work and operations to be performed as defined in this Agreement to include, but not limited to, the use, maintenance and operation of the Aeronautical Equipment, and the use of the Licensed Premises. Such insurance shall be on occurrence basis providing single limit coverage in an amount not less than Ten Million Dollars ($10,000,000) per occurrence. The policy sh all contain no annual aggregate. The policy shall be endorsed to make the insurance of e ach, STAC, the Consortium Manager, the STAC Vendors and the Handlers, primary and non- contributory to any insurance the Port may carry, and the Port shall be provided a su itable endorsement evidencing this. The policy shall be endorsed with a waiver of subrogati on or waiver of the transfer of the rights of recovery in favor of the Port and the Port shall be provided a suitable endorsement evidencing this. The Port shall be listed by endors ement as an additional insured, and the Port shall be given annually an endorsement to vali date this. (ii) Automobile Liability Insurance. STAC, the Cons ortium Manager, STAC Vendors and Handlers shall each obtain and keep in force a commercial automobile liability policy of insurance, written on ISO Form CA 00 01 07 97 (or equivalent), that protects STAC and the Port against claims for bodil y injury and property damage based upon, involving or arising out of motor vehicle and automobile operations on the Airfield Operations Area. STAC shall provide a waiver of sub rogation on this policy in favor of the Port. Such insurance shall cover any “Auto” (i.e. o wned, hired and non-owned) and shall be on an occurrence basis providing single limit co verage in an amount not less than Five Million Dollars ($5,000,000) per occurrence in the Airport Non-Movement Area and Ten Million Dollars ($10,000,000) per occurrence in the AMA. The coverage shall be on a combined single limit basis. The required limits ar e reduced to One Million ($1,000,000) per occurrence, combined single limit for any use o f automobiles outside and off the Air Operations Area. AIRLINE REVISED DRAFT 2/1/2017 Equipment Lease and Use Agreement Revised Draft Seattle-Tacoma Airline Consortium, LLC Page 18 (g) Insurance Type and Limits for CoBus Operator: (i) Airport Operator’s General Liability Insurance (or equivalent). The CoBus operator shall obtain and keep in force a commercia l liability policy of insurance that protects STAC and the Port, as an additional insure d, or equivalent, against claims for bodily injury, personal injury and property damage based upon, involving or arising out of the work and operations to be performed as defined in this Agreement to include but not limited to the use, maintenance, and operation of A eronautical Equipment, specifically including the operation of CoBus units, and the use of the Licensed Premises. Such insurance shall be on occurrence basis providing si ngle limit coverage in an amount not less than Fifty Million Dollars ($50,000,000) per o ccurrence. The policy shall contain no annual aggregate. The policy shall be endorsed to m ake CoBus Operator’s insurance primary and non-contributory to any insurance the P ort may carry, and the Port shall be provided a suitable endorsement evidencing this. Th e policy shall be endorsed with a waiver of subrogation or waiver of the transfer of the rights of recovery in favor of the Port and the Port shall be provided a suitable endorseme nt evidencing this. The Port shall be listed by endorsement as an additional insured and the Port shall be given annually an endorsement to validate this. (ii) Automobile Liability Insurance. The CoBus Oper ator shall obtain and keep in force a commercial automobile liability policy of i nsurance, written on ISO Form CA 00 01 07 97 (or equivalent), that protects CoBus Opera tor and the Port against claims for bodily injury and property damage based upon, invol ving or arising out of motor vehicle and automobile operations on the Airfield Operation s Area. CoBus Operator shall provide a waiver of subrogation on this policy in favor of the Port. Such insurance shall cover any “Auto” (i.e. owned, hired and non-owned) and shall be on an occurrence basis providing single limit coverage in an amount not less than Fi ve Million Dollars ($5,000,000) per occurrence in the Airport Non-Movement Area and Ten Million Dollars ($10,000,000) per occurrence in the AMA. The coverage shall be on a c ombined single limit basis. The required limits are reduced to One Million ($1,000, 000) per occurrence, combined single limit for any use of automobiles outside and off th e Air Operations Area. (h) Insurance is to remain current throughout the T erm. The Port shall receive documentation as of the Effective Date of this Agre ement and annually, from STAC, the CoBus Operator, the Consortium Manager, and Handlers, inc luding certificates of insurance, additional insured endorsements, waivers of subrogation, endor sements of primary and non-contributory coverage and any other documentation or endorsement that provides evidence of the existence and amounts of such insurance to validate the insurance required herein has been purchased and is compliant with the Agreement requirements within te n (10) days of each insurance renewal. Should any insurance required herein be terminated, cancelled, or not renewed, STAC will have five (5) days from the date STAC receives notice fr om its insurer(s) of the termination, cancellation or non-renewal notice to obtain replacement insuran ce. AIRLINE REVISED DRAFT 2/1/2017 Equipment Lease and Use Agreement Revised Draft Seattle-Tacoma Airline Consortium, LLC Page 19 (i) At the Port’s request, STAC, the CoBus Operator , the Consortium Manager and the Handlers shall provide the Port with certified copi es of the policies of insurance that have been purchased in order for the Port to verify insurance coverage, limits and endorsements or view any exclusions to required insurance policies. (j) No Limitation of Liability. The limits of insur ance required by this Agreement or as carried by STAC, CoBus Operator, Consortium Manager and Handlers shall not limit the liability of any of these parties. 8.04 Waiver of Subrogation . Without affecting any other rights or remedies, STAC (for itself and on behalf of anyone claiming through or under it by way of subrogation or otherwise) hereby waives any rights it may have against the Po rt, its officers, agents and employees (whether in contract or in tort) on account of any loss or d amage occasioned to STAC arising out of or incident to the perils required to be insured again st under this Agreement. Accordingly, STAC shall cause each insurance policy required by this Section to further contain a waiver of subrogation clause. The effect of such release and waiver of the right to recover damages shall not be limited by the amount of insurance carried or re quired or by any deductibles applicable thereto. 8.05 Increase in Port’s Cost of Insurance. STAC shall not use the Aeronautical Equipment or the Licensed Premises in such a manner as to increase the existing rates of insurance applicable to the Airport. If it nevertheless does so, then, at the option of the Port, the full amount of any resulting increase in premiums paid by the P ort may be added to the Fees and shall be paid by STAC to the Port upon the payment of the monthly Fees next thereafter occurring. 8.06 Other Insurance. STAC shall further obtain and keep in force such other and further insurance as the Port may from time to time reasonably request for the protection by insurance of its interest in the Aeronautical Equip ment and Licensed Premises. The limits of insurance specified in this Section shall be subjec t to periodic adjustment to reflect changes in insuring practices in the same geographic area and changes in insurance products. ARTICLE 9 DEFAULT AND RIGHTS AND REMEDIES UPON DEFAULT 9.01. Events of Default. The occurrence of any of the following shall consti tute a material breach of the Agreement by STAC and an Event of Def ault: (a) STAC voluntarily abandons, deserts or vacates t he Airport and ceases operation of the Aeronautical Equipment for a period of more than fi ve (5) consecutive days without the consent of the Port; provided, however, that if such cessat ion or failure to use the Aeronautical Equipment is caused by reason of war, strike, embargo, riot, civil commotion, acts of public enemies, AIRLINE REVISED DRAFT 2/1/2017 Equipment Lease and Use Agreement Revised Draft Seattle-Tacoma Airline Consortium, LLC Page 20 earthquake, other natural disasters, governmental o rder, action of the elements, or any other similar cause beyond STAC’s control, and STAC so notifies t he Port within two (2) days from the date that the abandonment or cessation of operation of t he Aeronautical Equipment began, such period of nonuse shall be excluded in computing the five ( 5) day period set forth herein; (b) STAC’s failure to pay any fees or any other pay ment due hereunder, if such failure continues for ten (10) days after receipt of notice to STAC. (c) STAC’s failure to observe and comply with the r equirements of Section 2.09, Article 8, and Sections 11.02 and 11.03 where such failure continues for thirty (30) days, after notice thereof to STAC provided, however, that if the natu re of the default is such that the same cannot reasonably be cured within such thirty (30) day per iod, STAC shall not be deemed to be in default if STAC shall within such period commence such cure and thereafter diligently prosecutes the same to completion, and advises Port of same, but i n no event for longer than sixty (60) days after notice to STAC without the consent of Port. (d) STAC’s failure to observe and perform any other provision or covenant of this Agreement to be observed or performed by STAC, wher e such failure continues for thirty (30) days after notice thereof to STAC provided, however , that if the nature of the default is such that the same cannot reasonably be cured within such thi rty (30) day period, STAC shall not be deemed to be in default if STAC shall within such period c ommence such cure and thereafter diligently prosecute the same to completion, and advise Port o f same, but in no event for longer than sixty (60) days after notice to STAC without the consent of Port. (e) The filing of a petition by or against STAC for relief in bankruptcy or insolvency or for its reorganization or for the appointment pursuant to any local, state or federal bankruptcy or insolvency law of a receiver or trustee of any part of STAC’s property; or, an assignment by STAC for the benefit of creditors; or the taking possess ion of the property of STAC by any local, state or federal governmental officer or agency or court-app ointed official for the dissolution or liquidation of STAC or for the operating, either temporarily or permanently, of STAC’s business, provided, however, that if any such action is commenced again st STAC the same shall not constitute a default if STAC files a motion to dismiss such action withi n thirty (30) days after its filing and such action is dismissed or discharged within ninety (90) days after the action against STAC was commenced. (f) Notwithstanding anything set forth in Sections 9.01. (a), (b) and (c) above to the contrary, in no event shall Port be obligated to send more than two (2) notices for any single default under an article of this Agreement in any twelve (1 2) month period for any of the failures described in those subsections. The same default occurring af ter Port has sent two (2) notices for such default within a twelve (12) month period shall be an autom atic Event of Default hereunder and Port shall be entitled to exercise its rights and remedies her eunder. In any event, more than six (6) Events of Default in any twelve (12) month period will render the next default an automatic Event of Default AIRLINE REVISED DRAFT 2/1/2017 Equipment Lease and Use Agreement Revised Draft Seattle-Tacoma Airline Consortium, LLC Page 21 hereunder and Port shall be entitled to exercise it s rights and remedies hereunder. (g) A default by STAC, which is not cured within th e applicable cure period in any other agreement entered into with Port relating to the Ai rport. 9.02. Remedies of Port. Upon the occurrence and during the continuance of a n Event of Default, Port shall have the following rights and remedies in addition to all other rights and remedies available to Port at law or in equity. (a) Port may terminate this Agreement and STAC’s ri ghts hereunder at any time by written notice to STAC. STAC expressly acknowledges that in the absence of such written notice from the Port, no other act of Port, including, but not limited to, its use of the Aeronautical Equipment, and its leasing of the Aeronautical Equipment, its exercise of any other rights and remedies under this Section 9.02, shall constitute an acceptance o f STAC’s surrender, or constitute a termination, of this Agreement. Upon such written notice, this A greement shall terminate and Port shall be entitled to recover any and all actual damages from STAC for such breach, including but not limited to the following: (i) the reasonable cost of recovering the use of th e Aeronautical Equipment; plus (ii) the reasonable cost of removing any alteration s to the Aeronautical Equipment, , regardless of any claim or allegation by STAC that the Port authorized such alteration contrary to Section 4 of Exhibit B; plus (iii) any other amount not otherwise covered by the foregoing provisions necessary to compensate the Port for all the detriment proximate ly caused by STAC’s failure to perform its obligations under this Agreement. (b) Port may continue this Agreement in full force and effect and may enforce all of its rights and remedies under this Agreement, including , but not limited to, the right to recover fees as they become due. During the continuance of an Ev ent of Default, Port may use, lease or license all or any part of the Aeronautical Equipment or Li censed Premises to any person, for such term (which may be a period beyond the remaining Term of this Agreement), at such fees and on such other terms and conditions as Port deems advisable without terminating this Agreement. In the event of any use, lease or license, monies and rent s received by the Port from such use, lease or license shall be applied (1) first, to the payment of fees then due and payable hereunder; (2) second, to the payment of future fees as the same may becom e due and payable hereunder; (3) third, to the payment of the costs of maintaining, preserving, al tering and preparing the Aeronautical Equipment for use, lease or license, the other cost s of use, lease or license, including but not limited to brokers’ commissions, attorneys’ fees and expens es of removal of STAC’s personal property, trade fixtures and alterations to the Aeronautical Equipment regardless of any claim or allegation by STAC that the Port authorized such alteration co ntrary to Section 4 of Exhibit B; (4) fourth, the AIRLINE REVISED DRAFT 2/1/2017 Equipment Lease and Use Agreement Revised Draft Seattle-Tacoma Airline Consortium, LLC Page 22 balance, if any, shall be paid to STAC upon (but no t before) expiration of the Agreement. (c) During the continuance of an Event of Default, Port may, without terminating this Agreement, remove and store all of STAC’s personal property, alterations to the Aeronautical Equipment and trade fixtures from the Airport. If P ort removes and stores such property, and if STAC fails to pay the cost of such removal and stor age after written demand therefor and/or to pay any rent then due, then after the property has been stored for a period of thirty (30) days or more, Port may sell such property at public or priv ate sale, in the manner and at such times and places as Port deems commercially reasonable follow ing reasonable notice to STAC of the time and place of such sale. The proceeds of any such sa le shall be applied first to the payment of the expenses for removal and storage of the property, t he preparation for and the conducting of such sale, reasonable attorneys’ fees and other legal ex penses incurred by STAC in connection therewith, and the balance shall be applied as prov ided in Section 9.02(b) above. STAC hereby waives all claims for damages that may be caused by Port’s taking possession of the Aeronautical Equipment or removing or storing STAC’s personal pr operty pursuant to this Section 9.02, and STAC shall hold Port harmless from and against any loss, cost or damage resulting from any such act, except to the extent caused by the Port’s gros s negligence or willful misconduct. No reentry by Port shall constitute or be construed as a forci ble entry by Port. (d) Port may require STAC to remove any and all alt erations from the Aeronautical Equipment or, if STAC fails to do so within thirty (30) days after Port’s request, Port may do so at STAC’s expense. (e) Port may cure the Event of Default at STAC’s ex pense. If Port pays any sum or incurs any expense in curing the Event of Default, STAC sh all reimburse Port upon demand for the amount of such payment or expense with interest at the rate of the lower of one and one half percent (1.5%) per month and the highest rate permitted by law from the date the sum is paid or the expense is incurred until Port is reimbursed by STAC. (f) Any amounts collected with respect to unpaid fe es pursuant to action taken under this Article 9 shall be paid to the Port. (g) STAC acknowledges and agrees that the Port may recover any and all unpaid amounts under this Agreement through the Airport rates and charges mechanism under a Signatory and Lease Operating Agreement or other rates and charge s mechanism in place at the time of the Event of Default. 9.03. Remedies; No Waiver. No remedy herein conferred upon or reserved to the Port is intended to be exclusive of any other available rem edy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Agreement or now or hereafter existing at law or in equity or by statute. No delay or omission to exercise any right or power occurring upon any defa ult shall impair any right or power or be AIRLINE REVISED DRAFT 2/1/2017 Equipment Lease and Use Agreement Revised Draft Seattle-Tacoma Airline Consortium, LLC Page 23 construed to be a waiver, but any such right and po wer may be exercised from time to time and as often as may be deemed expedient. In order to entit le the Port to exercise any remedy reserved to it in this Article 9, it shall not be necessary to give any notice other than such notice as may be herein expressly required. 9.04. Rights and Duties Upon Termination or Expirat ion. Upon expiration or earlier termination of this Agreement, STAC shall deliver i n the manner, at the times, and to the extent, if any, directed by Port, all Aeronautical Equipmen t in STAC’s control, and all reports and other materials produced as a part of, or acquired in con nection with the performance of this Agreement. This section shall survive termination of this Agre ement. 9.05. Disputed Obligations. Notwithstanding anything to the contrary in this Ag reement, if a dispute arises between Port and STAC with resp ect to any obligation or alleged obligation of STAC to pay money, the payment under protest by STA C of the amount claimed by Port to be due shall not waive any of STAC’s rights, and if any co urt or other body having jurisdiction including Port determines that all or any part of the protest ed payment was not due, then Port shall as promptly as reasonably practicable reimburse STAC a ny amount determined as not due. ARTICLE 10 TAXES AND LIENS 10.01. Taxes, Assessments, Licenses, Permit Fees an d Liens. (a) Payment of all taxes, assessments and charges o f a like nature, if any, including personal property taxes, possessory interest taxes, includin g state leasehold excise tax and sales and use taxes, levied upon or as a result of this Agreement , or the services delivered pursuant hereto, shall be the obligation of STAC. (b) STAC agrees to pay taxes of any kind that may b e lawfully assessed on the interest hereby created and to pay all other taxes, excises, licenses, permit charges and assessments based on STAC’s usage of the Aeronautical Equipment and L icensed Premises that may be imposed upon STAC by law, all of which shall be paid when t he same become due and payable and before delinquency. (c) STAC agrees not to allow or suffer a lien for a ny taxes that are due and payable during the time period attributable to the Term of this Ag reement to be imposed upon the Aeronautical Equipment without promptly discharging the same; pr ovided, that STAC, if so desiring, may have reasonable opportunity to contest the validity of t he same. (d) Tax Payment Verification. STAC shall provide to Port, upon ten (10) days prior notice and at no cost, any information deemed necessary by Port to verify taxes paid on the Aeronautical AIRLINE REVISED DRAFT 2/1/2017 Equipment Lease and Use Agreement Revised Draft Seattle-Tacoma Airline Consortium, LLC Page 24 Equipment or Licensed Premises with respect to Port or to the municipality or authority with taxing jurisdiction of the Aeronautical Equipment or Licen sed Premises. (e) Tax Proration. Upon termination of this Agreeme nt, all lawful taxes then levied as a lien upon any of such property or taxable interest therein, as appropriately prorated if applicable, shall be paid in full by STAC immediately, or as so on as a statement of taxation has been issued by the appropriate taxing authority if termination occurs during the interval between the attachment of the lien and the issuance of a statement. 10.02. Other Liens . STAC agrees not to permit or suffer any vendors’, mechanics’, laborers’, materialmen’s, statutory or other liens to be imposed upon the Aeronautical Equipment, Licensed Premises or any part thereof, or on STAC’s interest therein as a result of its activities without promptly discharging the same; provided, ho wever, that STAC may, if it so desires, contest such liens in good faith. STAC shall in no event permit any lien to be imposed on the Port’s interest as licensor and fee owner of the Aeronauti cal Equipment and Licensed Premises as a consequence of any act or omission of STAC or as a consequence of the existence of STAC’s interest under this Agreement without promptly disc harging the same; provided, however, that STAC shall have no obligation with respect to any l ien arising by, through or under the Port. In the event of a contest, STAC shall provide a bond i n an amount and form acceptable to Port in order to clear the record of any such liens. STAC s hall assume the defense of and indemnify and hold harmless the Port against any and all liens an d charges of any and every nature and kind which may at any time be established against said Aeronau tical Equipment and/or Licensed Premises and improvements thereto and thereon owned by the Port, subject to this Agreement, or any part thereof, as a consequence of any act or omission of STAC or as a consequence of the existence of STAC’s interest under this Agreement. ARTICLE 11 ENVIRONMENTAL STANDARDS 11.01. Environmental Definitions. For purposes of this Article 11, the following term s shall have the following meanings: (a) “Environmental Law” means any environmentally r elated state or federal law, regulation, ordinance, permit or order (including w ithout limitation any final order of any court of competent jurisdiction), now or hereafter in effect . (b) “Hazardous Substances” means any substance or m aterial defined or designated as a hazardous waste, toxic substance, or other pollutan t or contaminant by any Environmental Law. AIRLINE REVISED DRAFT 2/1/2017 Equipment Lease and Use Agreement Revised Draft Seattle-Tacoma Airline Consortium, LLC Page 25 (c) “Release” means any spilling, leaking, pumping, pouring, emitting, discharging, leaching, dumping or disposing into or on any prope rty or the environment. Petroleum spills of less than five (5) gallons are excluded unless wate r or soil are impacted. 11.02. Restriction on Hazardous Substances. STAC shall not allow the presence or Release on the Airport of any Hazardous Substance t hat is in violation of any Environmental Law. STAC shall not allow any Hazardous Substances first Released during the Term to migrate off the Airport or allow the Release of any Hazardous Subst ances into adjacent surface waters, soils, underground waters or air in violation of any Envir onmental Law. At the Port’s written request, STAC shall provide the Port with STAC’s USEPA Waste Generator Number. STAC shall immediately notify the Port in writing should STAC become aware of: (1) any Release of any Hazardous Substances or the occurrence of any other environmental problem or liability with respect to the Airport or any real property adjoini ng or in the vicinity of the Airport; (2) any notice given to Airline from any third party with respect to any Release or threat of Release of any Hazardous Substances; or (3) the commencement of an y litigation or any information relating to any threat of litigation relating to any alleged un authorized Release of any Hazardous Substances or other environmental contamination, liability or problem with respect to the Airport. In addition to any remedy provided in this Agreement, the Port shall be entitled to full reimbursement from STAC whenever the Port incurs any reasonable costs directly attributable to STAC’s use or management of Hazardous Substances at the Airport, including but not limited to, costs of clean- up or other remedial activities, fines or penalties assessed directly against the Port, and injuries to third persons or other properties. 11.03. Compliance and Remediation. STAC shall at all times conduct its business at th e Airport in compliance with all applicable Environme ntal Laws and if STAC or the Licensed Premises is in violation of any Environmental Law c oncerning the presence, use, Release or threat of Release of Hazardous Substances or any other Env ironmental Law (whether or not pertaining to Hazardous Substances), STAC shall promptly take such action as is reasonably necessary to remedy and cure the violation. 11.04. Port Remedies. If STAC, or the Airport because of actions that occ ur during the Term, is in violation of any Environmental Law conc erning Hazardous Substances and STAC does not act promptly to take such action as is reasonab ly necessary to remedy and cure the violation, the Port has the right, but not the obligation, to act in place of the STAC (STAC hereby appoints the Port as its agent for such purposes) and to tak e such action reasonably necessary to cure the violation. If the Port has a reasonable belief tha t STAC’s actions or inactions present a threat of violation or a threat of damage to the Airport, the Port reserves the right to take such corrective or mitigating action as the Port deems reasonably nece ssary. All reasonable costs and expenses incurred by the Port in connection with any such ac tions shall become due and payable by STAC thirty (30) days after presentation of an invoice t o the extent caused by STAC’s violation of Environmental Law. AIRLINE REVISED DRAFT 2/1/2017 Equipment Lease and Use Agreement Revised Draft Seattle-Tacoma Airline Consortium, LLC Page 26 11.05. Environmental Indemnity. Without limiting any indemnities provided in this Agreement for other than environmental matters, and except for Excluded Environmental Claims, as hereinafter defined, STAC agrees to defend, inde mnify and hold the Port free and harmless from any and all claims, causes of action, regulatory de mands, liabilities, fines, penalties, losses, and expenses, including without limitation clean-up or other remedial costs (and including actually incurred reasonable attorneys’ fees, costs and all other reasonable litigation expenses when incurred and whether incurred in defense of actual litigation or in reasonable anticipation of litigation), arising from the existence or discover y of any Hazardous Substance on the Licensed Premises or at the Airport, or the Release of any H azardous Substance from the Licensed Premises to other properties or into the surrounding environ ment or from any other violation of Environmental Law, whether made, commenced or incur red during the Term, or made, commenced or incurred after the expiration or termi nation of this Agreement, directly attributable to STAC’s actions during the Term or any holdover p eriod. For purposes of this Section 11.05, “Excluded Environmental Claims” shall mean, any cla ims, causes of action, demands, liabilities, fines, penalties, costs, expenses or any other liab ilities, to the extent caused by or arising from (A) the migration of Hazardous Substances not first Rel eased during the Term; and (B) the movement of Hazardous Substances first Released outside the Licensed Premises onto or under the Licensed Premises due to leaching or the flow of groundwater , provided that STAC is not otherwise responsible for the off-Licensed Premises Release t hat introduced the migrating Hazardous Substances into the environment. ARTICLE 12 NON-DISCRIMINATION 12.01. Federal Nondiscrimination Regulations. (a) STAC does hereby covenant and agree that in the event facilities are constructed, maintained, or otherwise operated on the property d escribed in this Agreement for a purpose for which a United States Department of Transportation/ Federal Aviation Administration program or activity is extended or for another purpose involvi ng the provision of similar services or benefits, STAC shall maintain and operate such facilities and services in compliance with all requirements imposed by the “Acts and Regulations” (as may be am ended) such that no person on the grounds of race, color or national origin, will be excluded from participation in, denied the benefits of, or be otherwise subjected to discrimination I the use of said facilities. The “Acts and Regulations” referenced in this Section mean Title 49, Code of F ederal Regulations, U.S. Department of Transportation, Subtitle A, Office of the secretary , part 21, Non-discrimination in Federally- assisted programs of the U.S. Department of Transpo rtation, Effectuation of Title VI of the Civil Rights Act of 1964 and as said Regulations and Acts may be amended. (b) STAC for itself, its personal representatives, successors in interest, and assigns, as a part of the consideration hereof, does hereby coven ant and agree that: (i) no person on the grounds of race, color, or national origin shall be exclude d from participation in, denied the benefits of, or AIRLINE REVISED DRAFT 2/1/2017 Equipment Lease and Use Agreement Revised Draft Seattle-Tacoma Airline Consortium, LLC Page 27 be otherwise subjected to discrimination in the use of said facilities, (ii) in the construction of any improvements on, over, or under such land and the f urnishing of services thereon, no person on the grounds of race, color, or national origin shal l be excluded from participation in, denied benefits of, or otherwise be subjected to discrimin ation, and (iii) STAC shall use the property in compliance with all other requirements imposed by o r pursuant to the Acts and Regulations, as amended, set forth in this Assurance. (c) STAC assures that it will comply with pertinent statutes, Executive Orders and such rules as are promulgated to assure that no person s hall, on the grounds of race, creed, color, national origin, sex, age, or handicap be excluded from part icipating in any activity conducted with or benefiting from Federal assistance. This provision obligates STAC or its transferee for the period during which Federal assistance is extended to the airport program, except where Federal assistance is to provide, or is in the form of pers onal property or real property or interest therein or structures or improvements thereon. In these ca ses, the provision obligates STAC or any transferee for the longer of the following periods: (i) the period during which the property is used for a purpose for which Federal assistance is exten ded, or for another purpose involving the provision of similar services or benefits; or (ii) the period during which the Port or any transferee retains ownership or possession of the property. I n the case of contractors, this provision binds the contractors from the bid solicitation period th rough the completion of the contract. (d) STAC will, at the timely request of the Port, ( a) provide access to records, facilities and staff as necessary to comply with DOT/FAA complianc e reviews and/or complaint investigations conducted by the DOT/FAA; and (b) provide informati on needed for preparation of necessary reports or to meet evaluation requirements of the D OT/FAA. (e) STAC hereby assures that it will include the ab ove clauses in any subcontract(s) approved by the Port and cause subcontractor(s) to similarly include clauses in further subcontracts. 12.02. Affirmative Action. STAC assures that it will undertake an affirmativ e action program if required by 14 CFR Part 152, Subpart E, to ensure that no person shall on the grounds of race, creed, color, national origin, or sex be e xcluded from participating in any employment activities covered in 14 CFR Part 152, Subpart E. STAC assures that no person shall be excluded on these grounds from participating in or receiving the services or benefits of any program or activity covered by this subpart. STAC assures tha t it will require that its covered sub organizations provide assurances to STAC that they will require assurances from their sub organizations, if required by 14 CFR Part 152, Subpart E, to the same effect. ARTICLE 13 MISCELLANEOUS PROVISIONS AIRLINE REVISED DRAFT 2/1/2017 Equipment Lease and Use Agreement Revised Draft Seattle-Tacoma Airline Consortium, LLC Page 28 13.01. No Personal Liability. No director, officer, agent or employee of either party shall be charged personally or contractually liable by or to the other party under any term or provision of this Agreement or because of any breac h of this Agreement or because of their execution or attempted execution of this Agreement. 13.02. Governing Law. This Agreement shall be deemed to have been made in, and be construed in accordance with the laws of, the State of Washington. 13.03. No Waiver. No waiver of default of any of the terms, covenants and conditions of this Agreement to be performed, kept and observed b y the other party shall be construed as, or operate as, a waiver of any subsequent default of a ny of the terms, covenants or conditions of this Agreement to be performed, kept and observed by the other party. 13.04. No Exclusive Remedy. No remedy provided by this Agreement shall be dee med to be exclusive. 13.05. Subordination to Sponsor’s Assurance Agreem ent. This Agreement shall be subordinate and subject to the terms of any “Sponso r’s Assurance Agreement” or like agreement that has been or may be furnished to the FAA by the Port or required by law. 13.06. SEC Rule 15c2-12. Airline, upon request by the Port, shall provide the Port with such information as the Port may reasonably request in writing to comply with the Port’s continuing disclosure requirements under SEC Rule 1 5c2-12 as it may be amended from time to time, provided , however, that Airline may in lieu of providing th e requested information direct the Port to an Airline or SEC website where the request ed information is then currently available. 13.07. Force Majeure. Neither the Port nor STAC shall be deemed in violat ion of this Agreement if it is prevented from performing any of its obligations under this Agreement by reason of strikes, boycotts, labor disputes subject to the provisions of Section 13.18, embargoes, shortages of material, acts of terrorism, riots, rebellion, s abotage or any other casualty which is not within its control; provided, however, that these provisions shall not excuse S TAC from payment of any Fees, rents and other charges specified in Article 3. 13.08. Severability. In the event any covenant, condition or provision in this Agreement is held to be invalid by a court of competent juris diction, the invalidity of any such covenant, condition or provision shall in no way affect any o ther covenant, condition or provision in this Agreement, provided the invalidity of any such cove nant, condition or provision does not materially prejudice either the Port or STAC in the ir respective rights and obligations contained in the valid covenants, conditions and provisions of t his Agreement. 13.09. Headings. The headings of the several sections of this Agr eement are inserted only as a matter of convenience and for reference and in no way define, limit or describe the scope or intent of any provisions of this Agreement, and sha ll not be construed to affect in any manner the AIRLINE REVISED DRAFT 2/1/2017 Equipment Lease and Use Agreement Revised Draft Seattle-Tacoma Airline Consortium, LLC Page 29 terms and provisions, of or the interpretation or c onstruction, of this Agreement. 13.10. Exclusiveness of STAC’s Rights. Nothing contained in this Agreement shall be deemed to grant to STAC any exclusive right or priv ilege within the meaning of 49 U.S.C. § 40103(e) with respect to activity on the Airport. Notwithstanding the foregoing, to the extent that the Port is permitted to do so under applicable sta te or federal laws, grant assurances and regulations, and except as otherwise provided in th is Section 13.10, the Port agrees that STAC shall conduct all Services at the Airport pursuant to thi s Agreement. In the event that the Federal Aviation Administration, any other state or federal agency h aving jurisdiction over the Airport or the Port or any court determines (in a written decision or dete rmination) that the Port’s agreement under this Section 13.10 violates any applicable state or fede ral law, grant assurances or regulation, then, except as otherwise provided in this Section 13.10, the Port agrees that it will not authorize or permit Services at the Airport except to the extent permit ted under such laws, grant assurances and regulations. 13.11. Withholding Required Approvals. Whenever the approval or consent of the Port or STAC is required by this Agreement, no such appr oval or consent shall be unreasonably refused, withheld or delayed. 13.12. Successors and Assigns. All of the terms, provisions, covenants, stipulat ions, conditions and considerations in this Agreement sha ll extend to and bind the legal representatives, successors, and assigns of each party to this Agree ment. 13.13. Amendments. The provisions of this Agreement may not be amend ed or the scope of the Agreement revised or expanded, except by a w ritten instrument signed by the Port and STAC. 13.14. No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement. 13.15. No Joint Venture. It is expressly agreed that the Parties are not, in any way or for any purpose, partners and therefore do not assume a ny responsibilities for one another. 13.16. Attorneys’ Fees. In the event that either party shall be required to bring any action to enforce any of the provisions of this Agreement, or shall be required to defend any action brought by the other party with respect to this Agr eement, and in the further event that one party shall substantially prevail in such action, the los ing party shall pay all of the prevailing party’s reasonable costs and reasonable attorneys’ fees as determined by the court. In the event the Port or STAC is represented by in-house attorneys in suc h action, such attorneys’ fees shall be computed at hourly rates charged by attorneys of co mparable experience in private practice in Seattle; provided, however, that STAC shall only be required to pay to the Port the difference between the total attorneys’ fees owed by STAC and the amount direct billed to the Port by its in-house counsel. AIRLINE REVISED DRAFT 2/1/2017 Equipment Lease and Use Agreement Revised Draft Seattle-Tacoma Airline Consortium, LLC Page 30 13.17. Notices. All notices and payments under this Agreement may be delivered or mailed. If delivered by messenger or courier (including overnight air courier), they shall be deemed delivered when received at the street addres ses provided in this Section 13.17. If mailed, they shall be sent to the Port’s Address and STAC’s Address as provided in this Section 13.17, respectively, or to such other respective addresses as either party may from time to time designate in writing. All notices and payments mailed by regu lar post (including first class) shall be deemed to have been given on the second business day follo wing the date of mailing, if properly mailed and addressed. Notices and payments sent by certifi ed or registered mail shall be deemed to have been given on the third business day following the date of mailing, if properly mailed and addressed. For all types of mail, the postmark affi xed by the United States Postal Service shall be conclusive evidence of the date of mailing. Unless otherwise provided in this Agreement, any no tice shall be effective upon its actual receipt, but, in any event, shall be presumed to have been r eceived by the addressee no later than forty- eight (48) hours after deposit of same in mail, or on the first working day after said forty-eight (48 ) hour period, whichever occurs later. Either party s hall have the right, by giving notice to the other, to change the address at which its notices are to b e received. Until any such change is made, notices shall be addressed and delivered as follows: (a) If intended for Port: Name of Office__________________ Street Address___________________ _______________________________ Attention:_______________________ With a copy to: Name of Office__________________ Street Address____________________ _______________________________ Attention: ______________________ (b) Notices to STAC shall be mailed to: Seattle-Tacoma Airlines Consortium, LLC Address to be determined Attention: Chairperson 13.18. Labor Disputes. STAC agrees to use reasonable efforts to avoid di sruption to the Port, its tenants or members of the public, arising from labor disputes involving STAC, and in the AIRLINE REVISED DRAFT 2/1/2017 Equipment Lease and Use Agreement Revised Draft Seattle-Tacoma Airline Consortium, LLC Page 31 event of a strike, picketing, demonstration or othe r labor difficulty involving STAC, to use its good offices, including the utilization of available leg al remedies, to minimize or eliminate any disruption to the Port, its tenants or members of t he public, arising from such strike, picketing, demonstration or other labor difficulty. IN WITNESS, WHEREOF, the parties hereto have caused this Equipment Lease and Use Agreement between STAC and Port to be executed as o f the dates provided on the following page. PORT OF SEATTLE ____________________________ Signature By: It’s: ___________________________ Date Seattle-Tacoma Airlines Consortium, LLC ____________________________ Signature Chairperson ___________________________ Date Approved as to form: _______________________ AIRLINE REVISED DRAFT 2/1/2017 Equipment Lease and Use Agreement Revised Draft Seattle-Tacoma Airline Consortium, LLC Page 32 EXHIBIT A Aeronautical Equipment List Existing Equipment: UNITS EQUIPMENT ANTICIPATED DELIVERY Equipment Numbers 3 COBUS 3000 Buses Existing 1628, 1629, 1630 Equipment Being Procured UNITS EQUIPMENT ANTICIPATED DELIVERY Unit IDs 4 400 Hz Mobile Units Q2 - 2017 TBD 8 PC Air Mobile Units Q2 - 2017 TBD 2 Widebody ADA Mobile Ramp Q2 - 2017 TBD 4 Narrowbody ADA Mobile Ramp Q2 - 2017 TBD 4 COBUS 3000 Buses Q2 - 2017 TBD AIRLINE REVISED DRAFT 2/1/2017 Equipment Lease and Use Agreement Revised Draft Seattle-Tacoma Airline Consortium, LLC Page 33 EXHIBIT B MAINTENANCE STANDARDS I. Definitions: 1. Provider: Port of Seattle Aviation Maintenance Flee t Management Services Section 2. Customer: Seattle Tacoma Airline Consortium 3. Aeronautical Equipment or Equipment includes all Po rt owned equipment, including Cobus units, identified in Exhibit A, as may be amended, to the Lease and Operating Agreement between the Port of Seattle and Seattle-Tacoma Airl ine Consortium (“Agreement”). 4. All other defined terms shall have the same meaning as in the Agreement. II. Responsibilities of Provider: 1. Maintenance Responsibilities: 1.1. Provide a life-cycle management service in coordina tion with the customer. 1.2. Propose all fleet policy and procedures. 1.3. Coordinate Aeronautical Equipment replacement in co nsultation with Customer. 1.4. Ensure all authorized acquisitions are delivered on schedule. 1.5. Dispose of surplus Aeronautical Equipment as needed and in accordance with Provider policies. 1.6. Upon request, provides consultation on any service provided by Provider. 1.7. Sets custom service levels as needed for specific u nits of the Aeronautical Equipment. 1.8. In coordination with Customer, sets preventive main tenance schedules for the Aeronautical Equipment and notifies Customer when P reventive Maintenance is due and service has been completed. 1.9. Responds to service calls or contacts outside servi ce providers, such as towing, for response. 1.10. Arranges for collision repair as soon as authorized by the Provider, assuming a repair vs. replacement analysis supports it. 1.11. Delivers Aeronautical Equipment unit to the appropr iate shop for diagnosis and corrective action and informs Customer of job time and provides cost estimates. 1.12. Maintains a small inventory of parts and supplies t hat may be needed for emergency or after-hours repairs. 1.13. Schedules and completes warranty and recall tasks u pon notification and need. 1.14. Arranges for all authorized up-fitting activities t o meet set schedules. 1.15. Completes all in-service prep in accordance with se t standards and schedules. 1.16. Completes all disposal prep and delivery to disposa l site in accordance with set standards and schedules. AIRLINE REVISED DRAFT 2/1/2017 Equipment Lease and Use Agreement Revised Draft Seattle-Tacoma Airline Consortium, LLC Page 34 1.17. Responds to Customer’s report and request for react ive repairs and develops action plan to correct reported issues. 1.18. Adequately maintains all safety related equipment a s provided or installed on Aeronautical Equipment units. 2. Data, Records and Reports: 2.1. Manages and maintains all Aeronautical Equipment ma intenance and repair records and makes copies of records available to Customer u pon request. 2.2. Captures utilization information from service ticke ts, work orders, fuel reports, and other utilization reports from Customer. 2.3. Maintenance expenses – Provider will capture all ow nership costs for each unit in the fleet and provide monthly expense summaries to the Customer. 3. Registrations and Titles: 3.1. Obtains and maintains titles and registrations for all Aeronautical Equipment units. 3.2. Provides necessary documents to include with each A eronautical Equipment unit, where applicable, including accident forms. 4. Inventory Tracking 4.1. Provider responsible for tracking Aeronautical Equi pment while in its possession. III. Responsibilities of Customer: 1. Ensures that all Aeronautical Equipment units are o perated safely and within unit design standards. 2. Informs Provider if documents included with each Ae ronautical Equipment unit, such as proof of insurance and accident forms, are no longe r found in a specific unit. 3. Preventive Service: 3.1. Reports maintenance needs of Aeronautical Equipment to Provider, including accurate and reasonable timelines for required return to ser vice. 3.2. Completes Vehicle Inspection Report driver/operator checklist per shift. 3.3. Maintains the interior cleanliness of each aeronaut ical equipment unit as applicable. 3.4. Minimize engine idle time whenever possible, pursua nt to Administrative Regulation. 3.5. Schedules Preventive Maintenance with Provider when due or reasonably thereafter. 4. Repairs: Customer agrees to report unplanned repai rs requirements immediately upon occurrence or discovery. 5. Collision Repair: 5.1. Reports collisions within 24 hours of event. Colli sions and damage are reported to Provider and Port Risk Management in accordance wit h Attachment A. 5.1.1. Collisions include incidents in which another party or other property is involved, including collisions in which there is no apparent physical damage to the Aeronautical Equipment. AIRLINE REVISED DRAFT 2/1/2017 Equipment Lease and Use Agreement Revised Draft Seattle-Tacoma Airline Consortium, LLC Page 35 5.2. Damaged Aeronautical Equipment must be left near co llision site but out of interference with other users of the airfield, or left at approv ed parking area if Equipment is in drivable condition. Equipment not in drivable condi tion will be towed or hauled by Provider. 5.3. Customer remains with the damaged Equipment until P rovider arrives and takes responsibility [or possession]. 6. Insurance: 6.1. Provides necessary proof of insurance documents to include with each Aeronautical Equipment unit, where applicable. 7. Inventory Tracking: 7.1. Customer responsible for tracking Aeronautical Equi pment while in its possession. IV. PROVIDER CONTACTS 1. Provider: (206) 787-6884 2. Automotive Shop for Ground Support Equipment: (206) 787-5297; 2307 South 161 st Street, SeaTac, WA 98158 3. Bus Maintenance Shop: (206) 787-7944; 2585 S 194 th Street, SeaTac, WA 98188 4. Email address: 5. Emergency Contacts: To be determined. V. PROVIDER HOURS OF SERVICE 1. Regular Service Hours: 1.1. Management Office: 7:00 AM to 4:00 PM Monday throu gh Friday except holidays. 1.2. Maintenance Office and Shop: 6:00 AM to 10:00 PM Mo nday thru Friday, except holidays. 2. After Hours and Emergencies: 2.1. Provider will provide service 24/7 during natural d isasters or as requested by Customer to support them during an emergency servic e. Please contact one of the individuals listed in Provider Contacts. 3. Repair vs. Replacement Analysis 3.1 Provider will perform a cost analysis for each inci dent to determine if repairing or replacing a damaged unit is the best method overall 3.2 Customer will help this process by determining the need and urgency of the damaged unit. 4. Modifications, Fabrications, and Improvements AIRLINE REVISED DRAFT 2/1/2017 Equipment Lease and Use Agreement Revised Draft Seattle-Tacoma Airline Consortium, LLC Page 36 4.1. Customer will make no modifications, alterations or improvements to the Aeronautical Equipment, without first obtaining written permissi on from the Provider. AIRLINE REVISED DRAFT 2/1/2017 Equipment Lease and Use Agreement Revised Draft Seattle-Tacoma Airline Consortium, LLC Page 37 ATTACHMENT A Risk Management Customer Collision Reporting Requir ements 1. All incidents on AOA to be reported: a. Physical damage only to bus resulting from collisio ns; b. Physical damage to bus and to other property (i.e. bus and plane) c. Physical damage to bus (and/or other property) and injury to third party (non- passenger) d. Any incident involving a third party for injury (ev en if no physical bus damage) e. Any incident involving an on board passenger (even if no physical damage) 2. Customer will need to report incidents/collisions t o a Port ADM or other Port person who will enter the incidents into the Port’s on-line ri sk reporting system Origami. 3. Provider Risk Management would have a system to rev iew each incident and conduct a driver review 4. A threshold will be established by Customer for pro gressive incidents involving the same drivers to include termination. AIRLINE REVISED DRAFT 2/1/2017 Equipment Lease and Use Agreement Revised Draft Seattle-Tacoma Airline Consortium, LLC Page 38 EXHIBIT C LICENSED PREMISES AIRLINE REVISED DRAFT 2/1/2017 Equipment Lease and Use Agreement Revised Draft Seattle-Tacoma Airline Consortium, LLC Page 39 EXHIBIT D DESCRIPTION OF SERVICES Hardstand Services The management and operation of transporting passe ngers and crew between the airport terminal and remote hardstand locations . AIRLINE REVISED DRAFT 2/1/2017 Equipment Lease and Use Agreement Revised Draft Seattle-Tacoma Airline Consortium, LLC Page 40 EXHIBIT E EQUIPMENT USE AGREEMENT This Equipment Use Agreement is made and entered in to as of ______________, by and between Seattle-Tacoma Airline Consortium, LLC., a Washington limited liability company (“STAC”) and __airline name______ (“Non-Member Air Carrier”). WHEREAS, the Port (as defined below) owns and opera tes the Seattle-Tacoma International Airport (the “Airport”), located in S eattle, Washington and has the power to grant rights and privileges with respect thereto; and WHEREAS, the Port owns certain equipment and syste ms serving the Airport; and WHEREAS, pursuant to the Equipment Lease and Use Ag reement (as defined below), the Port has granted to STAC the right and obligation, to operate, and use the Aeronautical Equipment, on the terms and conditions set forth in the Equipm ent Lease and Use Agreement; and WHEREAS, pursuant to the terms of the Equipment Lea se and Use Agreement, STAC may require, that parties desiring to use of the Ae ronautical Equipment execute an Equipment Use Agreement with STAC as a condition precedent to the use of any of the Aeronautical Equipment; and WHEREAS, STAC has chosen a STAC Vendor for the purp ose of operating and using the Aeronautical Equipment, all pursuant to the Equipme nt Lease and Use Agreement; and WHEREAS, STAC has chosen a Consortium Manager for t he purpose of managing the STAC Vendor and administering this Equipment Use Ag reement on behalf of STAC; and WHEREAS, Non-Member Air Carrier desires to use the Aeronautical Equipment for providing passenger and flight services (the “Servi ces”, as defined below) to itself or other Air Carriers (as defined below) at Licensed Premises, ( as defined below) requiring Non-Member Air Carrier to use certain equipment operated by STAC p ursuant to the Equipment Lease and Use Agreement; and WHEREAS, STAC desires to grant Non-Member Air Carri er access to and use of the Aeronautical Equipment for the purpose of providing the Services to itself or other Air Carriers at Licensed Premises; NOW, THEREFORE, in consideration of the promises an d mutual covenants and agreements contained herein, STAC and Non-Member Ai r Carrier hereby agree as follows: AIRLINE REVISED DRAFT 2/1/2017 Equipment Lease and Use Agreement Revised Draft Seattle-Tacoma Airline Consortium, LLC Page 41 [Intentionally Left Blank] AIRLINE REVISED DRAFT 2/1/2017 Equipment Lease and Use Agreement Revised Draft Seattle-Tacoma Airline Consortium, LLC Page 42 ARTICLE I DEFINITIONS SECTION 1.01 - Definitions A. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Equipment Lease and Use Agr eement. B. The following terms and phrases shall have the f ollowing meanings for purposes of this Equipment Use Agreement: “Aeronautical Equipment” means collectively, the Ae ronautical Equipment operated by STAC under the terms of the Equipment Lease and Use Agreement, whether owned by Port or STAC and used by Non-Member Air Carrier in performi ng the Services, including all additions, modifications, repairs and replacements of such equ ipment. “Air Carrier” means an “air carrier” or “foreign ai r carrier” as such terms are defined in 49 U.S.C. § 41102 or a Cargo Carrier under 49 U.S.C. § 41103, as amended, or any successor provision thereto, and which is operating at the Ai rport. “Airport” means Seattle-Tacoma International Airpor t, located in the Port of Seattle, State of Washington, United States of America. “Consortium Manager” means a qualified independent contractor selected by STAC to manage the STAC Vendor and STAC Vendor Agreements, and who is delegated authority to act on behalf of STAC in exercising certain specified r ights and obligations of STAC, including those arising under this Equipment Use Agreement. “Effective Date” means the date stated in the first paragraph of this Equipment Use Agreement. “Equipment Use Fees” means those fees calculated p ursuant to Article VI of this Equipment Use Agreement. “Event of Default” shall have the meaning given to it in Article 9 of this Equipment Use Agreement. “Equipment Lease and Use Agreement” means that cert ain Equipment Lease and Use Agreement dated as of _____________________, by and between the Port and STAC. “Licensed Premises” means the Airfield at the Airpo rt and areas licensed by the Port to STAC for parking and use of the Aeronautical Equipm ent. AIRLINE REVISED DRAFT 2/1/2017 Equipment Lease and Use Agreement Revised Draft Seattle-Tacoma Airline Consortium, LLC Page 43 "Non-Member Air Carrier" means an Air Carrier that has entered into this Equipment Use Agreement with STAC. “Port” means the Port of Seattle, a municipal corpo ration that owns, and operates the Seattle-Tacoma International Airport. “Schedule of Rules and Regulations” means the rules and regulations adopted by Port for the operation of the Airport, as the same may be amended from time to time. "Services" means those certain services that are de signated as the responsibility of STAC, as described in Exhibit D of the Equipment Lease an d Use Agreement, and as may be modified from time to time upon mutual written agreement between STAC and the Port. “STAC Vendor” means one or more qualified independe nt vendors or service providers, engaged by: (i) to provide the Services; or (ii) to provide any other such Services specified by STAC. SECTION 1.02 - Interpretation In this Equipment Use Agreement, unless otherwise e xpressly indicated: (a) the terms “hereby”, “herein”, “hereof”, “hereto”, “ hereunder” and any similar terms used in this Equipment Use Agreement refer to this Equipment Use Agreement; (b) all Article and Section references, unless otherwis e expressly indicated, are to Sections of this Equipment Use Agreement; (c) words importing persons shall include firms, associ ations, partnerships, trusts, corporations and other legal entities, including pu blic bodies, as well as natural persons; (a) any headings preceding the text of the Articles and Sections of this Equipment Use Agreement, and any table of contents or marginal no tes appended to copies hereof, shall be solely for convenience or reference and shall not constitu te a part of this Equipment Use Agreement, nor shall they affect its meaning, construction or effe ct; (e) words importing the singular shall include the plur al and vice versa; (f) this Equipment Use Agreement shall be governed and construed in accordance with the laws of the State of Washington applicable to c ontracts made and to be performed in the State of Washington; (g) all the agreements or instruments herein defined sh all mean such agreements or instruments as the same may from time to time be su pplemented or amended or the terms thereof AIRLINE REVISED DRAFT 2/1/2017 Equipment Lease and Use Agreement Revised Draft Seattle-Tacoma Airline Consortium, LLC Page 44 waived or modified to the extent permitted by, and in accordance with, the terms thereof; (h) references to statutes, sections or regulations are to be construed as including all statutory or regulatory provisions consolidating, a mending, replacing, succeeding or supplementing the statute, section or regulation re ferred to; and (i) the words “including,” “includes” and “include” sha ll be deemed to be followed by words “without limitation” or “but not limited to” or words of similar import. ARTICLE II RIGHTS OF STAC SECTION 2.01 - Access STAC shall, subject to all other terms and provisio ns of this Equipment Use Agreement, provide Non-Member Air Carrier such access to the A eronautical Equipment as may be reasonably necessary to Non-Member Air Carrier's performance o f the Services at Licensed Premises. SECTION 2.02 - Right To Limit Use of Aeronautical E quipment A. It shall be within the sole and absolute discretion of STAC to determine the specific Equipment that Non-Member Air Carrier may access an d use under this Equipment Use Agreement. B. It shall be within the sole and absolute discretion of STAC to specify the permitted uses for each component of the Aeronautical Equipment an d to limit actual use to such specifications. C. In the event of disputes between two or more partie s related to access and use of the Aeronautical Equipment, STAC shall, in its sole dis cretion, be the arbiter of such disputes. D. It shall be within the sole and absolute discretion of STAC to limit Non-Member Air Carrier's access to and use of the Aeronautical Equ ipment; provided, however, that the limitation of Non-Member Air Carrier’s access to and use of th e Aeronautical Equipment shall not alone serve to terminate this Equipment Use Agreement. No n-Member Air Carrier's obligations hereto shall continue unless and until this Equipment Use Agreement is terminated in accordance with Article V hereof. SECTION 2.03 - Right To Inspect A. STAC shall have the right to inspect the Aeronau tical Equipment used by Non-Member Air Carrier to determine that the Aeronautical Equi pment is being used for the purposes specified by STAC and that, ordinary wear and tear excepted, the Aeronautical Equipment is in good AIRLINE REVISED DRAFT 2/1/2017 Equipment Lease and Use Agreement Revised Draft Seattle-Tacoma Airline Consortium, LLC Page 45 condition. B. STAC shall have the right, from time to time, in its sole discretion, to inspect vehicles, other equipment, and the operations of Non-Member A ir Carrier at Licensed Premises, for compliance with the standards established by the ru les and regulations of STAC and the Port. Upon request of STAC, Non-Member Air Carrier shall opera te or demonstrate any vehicles or equipment owned by or in the possession of Non-Member Air Car rier on the Airport for use with the Aeronautical Equipment, or to be placed on or broug ht to Licensed Premises, and shall demonstrate any procedure or other activity being p erformed or to be performed by Non-Member Air Carrier. C. Upon notification by STAC, or its agents, of any deficiency in any vehicle, piece of equipment or procedure that would (i) constitute a safety hazard or (ii) cause an increased insurance cost to STAC, Non-Member Air Carrier shal l immediately make good the deficiency, withdraw the vehicle or piece of equipment from ser vice or modify the procedure. The failure of STAC to so notify Non-Member Air Carrier shall not obviate the obligations of Non-Member Air Carrier hereunder. SECTION 2.04 - Limitation of Liability A. STAC shall not be liable for any damage to Non-Memb er Air Carrier's property or for any loss of revenue or for any neglect of Non-Membe r Air Carrier with respect to the maintenance or operation of the Aeronautical Equipment. B. STAC shall not be liable for any damage to Non-Memb er Air Carrier’s property or for any loss of revenue or for any neglect of Non-Membe r Air Carrier with respect to the use of the Aeronautical Equipment. C. STAC shall not be liable for any damage to Airport property or for any loss of revenue or for any neglect of Non-Member Air Carrier with r espect to Airport property. D. STAC shall not be responsible for the repair or rep lacement of any Aeronautical Equipment damaged by Non-Member Air Carrier, its em ployees, agents, invitees or others doing business with it. E. STAC shall not be responsible for any accidents or injuries of whatever nature to persons or property caused by the Non-Member Air Ca rrier’s use or operation of the Aeronautical Equipment, and shall remain harmless from any penal ties for violations of its operation, or from any and all claims, suits, losses, damages or injur ies to persons or property of whatever kind or nature arising directly or indirectly out of the No n-Member Air Carrier’s use or operation of the Aeronautical Equipment, or resulting from any acts, omissions, willfully tortious conduct or neglect of Non-Member Air Carrier, its agents, or e mployees. AIRLINE REVISED DRAFT 2/1/2017 Equipment Lease and Use Agreement Revised Draft Seattle-Tacoma Airline Consortium, LLC Page 46 ARTICLE III OBLIGATIONS OF NON-MEMBER AIR CARRIER SECTION 3.01 - Access A. In connection with this Equipment Use Agreement, STAC agrees to permit Non- Member Air Carrier access to and use the Aeronautic al Equipment for Non-Member Air Carrier’s use as necessary to provide the Services. Subject t o all other terms and conditions of this Equipment Use Agreement, Non-Member Air Carrier sha ll have such non-exclusive easements and non-exclusive rights of way as are reasonably n ecessary for Non-Member Air Carrier's use and operation of the Aeronautical Equipment. Nothin g in this Equipment Use Agreement, however, shall convey to Non-Member Air Carrier any greater rights than those rights conveyed by Port to STAC under the terms of the Equipment Le ase and Use Agreement. B. Non-Member Air Carrier understands and agrees that STAC's grant of rights with respect to the Aeronautical Equipment as set forth in this Equipment Use Agreement is "as-is", without any representation or warranty, either expr ess or implied, by STAC with respect to (i) the fitness for any particular purpose or merchantabili ty of any item or items of Aeronautical Equipment, (ii) STAC's title, (iii) Non-Member Air Carrier's right to the quiet enjoyment of Aeronautical Equipment, except as otherwise provide d herein, or (iv) the design or condition of or as to the quality of the material, equipment or wor kmanship in the Aeronautical Equipment. C. Non-Member Air Carrier shall use, and shall cause e ach of its officers, employees, agents and contractors to use, the highest degree o f care when entering the Airport. In the case of property owned by Port, or property owned by and le ased from Port, Non-Member Air Carrier shall comply and shall cause each of its officers, employees, agents, and contractors to comply with any and all instructions and requirements for the use of such property, any licenses for which being hereby incorporated by reference. Any and all claims, suits, judgments, costs, or expenses, including attorneys’ reasonable fees, arising from, by reason of, or in connection with any such entry shall be treated in accordance with the appli cable terms and conditions of this Equipment Use Agreement, including, without limitation, the i ndemnification provisions contained in this Equipment Use Agreement. SECTION 3.02 - Use A. While any Aeronautical Equipment is in Non-Member A ir Carrier's possession and/or control, Non-Member Air Carrier shall use the Aeron autical Equipment in a safe and appropriate manner. Non-Member Air Carrier shall use the Aerona utical Equipment for no other purposes than those specified by STAC, or in any manufacturer's w arranty. B. Any right to use Aeronautical Equipment under the t erms of this Equipment Use AIRLINE REVISED DRAFT 2/1/2017 Equipment Lease and Use Agreement Revised Draft Seattle-Tacoma Airline Consortium, LLC Page 47 Agreement is granted solely to the Non-Member Air C arrier, and is neither transferable nor assignable without the express written consent of S TAC. It shall be within STAC’s sole discretion to grant such consent. C. Non-Member Air Carrier shall, at its own cost, prom ptly repair, replace or, at STAC’s option, reimburse STAC for the repair or replacemen t of the Aeronautical Equipment or any property owned, leased or controlled by STAC and da maged by Non-Member Air Carrier, its employees, agents, invitees or others doing busines s with it. D. Non-Member Air Carrier shall conform, and shall req uire its employees, agents, invitees and others doing business with it to confo rm to the general rules and regulations as promulgated by STAC or the Port which are now in ef fect or which may hereinafter be adopted, regarding the use of all areas of the Airport, incl uding, but not limited to, portions of the Airport to which the general public is not admitted. SECTION 3.03 - Licenses, Permits and Qualifications A. Non-Member Air Carrier represents and warrants that it currently possesses all necessary licenses, permits and such other qualific ations as may be necessary, pursuant to local, state and/or federal law, to operate at the Airport , and will continue to possess all such necessary licenses, permits and qualifications for the term o f this Equipment Use Agreement. B. It shall be the sole responsibility of Non-Member A ir Carrier to identify and secure all licenses, permits and such other qualifications as may be necessary pursuant to local, state and/or federal law, to operate at the Airport. It shall be the responsibility of Non-Member Air Carrier to immediately notify STAC of the termination, for any reason, of any such license, permit or qualification to operate at the Airport. Such termi nation shall result in the automatic loss of right for access to and use of the Aeronautical Equipment without need for any further notice by STAC. C. Non-Member Air Carrier expressly acknowledges its r esponsibility to provide security at the Airport in accordance with 14 CFR Part 107, "Airport Security", as such may be amended from time to time, and with all Airport Schedule of Rules and Regulations concerning security procedures, including the Airport's approved securi ty program. Non-Member Air Carrier expressly acknowledges its responsibility to provide security with respect to airplane operations in accordance with 14 CFR Part 108, "Airplane Operatio n Security", as such may be amended from time to time and with the Airport Schedule of Rules and Regulations concerning security procedures, including the Airport's approved securi ty program. D. In the event that Non-Member Air Carrier, or any in dividual employed by Non- Member Air Carrier, in the use of the Aeronautical Equipment of the performance of the Services to which this Equipment Use Agreement pertains, has (i) unescorted access to or use aircraft located on or at the Airport (ii) unescorted access to or use secured areas or (iii) capability to allow others to have unescorted access to or use such air craft or secured area, Non-Member Air Carrier AIRLINE REVISED DRAFT 2/1/2017 Equipment Lease and Use Agreement Revised Draft Seattle-Tacoma Airline Consortium, LLC Page 48 shall be subject to, and further shall conduct with respect to its contractors and their respective employees, such employment investigations, includin g criminal history record checks, as the Department of Homeland Security, the Federal Aviati on Administration, the Transportation Security Administration and Port may deem necessary . SECTION 3.04 - Standards of Care A. Non-Member Air Carrier shall act, and cause its off icials, agents, employees and contractors to act, in accordance with that degree of skill, care and diligence normally exercised by a company performing similar Services at an airp ort comparable in size and magnitude to the Airport. In furtherance thereof, Non-Member Air Car rier shall comply with all Airport Schedule of Rules and Regulations, Federal Aviation Administ ration standards and general codes of conduct including, but not limited to, those set forth in t his Equipment Use Agreement. In the event of a conflict between the foregoing standards, the more restrictive standards shall control. B. The Services and operations of Non-Member Air Carri er, its employees, agents, invitees and those doing business with it shall be conducted in an orderly, professional and proper manner so as not to annoy, disturb or be offensive to others at the Airport. Employees shall also wear appropriate uniforms that identify them as emp loyees of Non-Member Air Carrier. C. Employees of Non-Member Air Carrier shall wear secu rity badges as required by Airport regulations. Employees who are required to drive vehicles of any kind on the airfield must be properly licensed and thoroughly instructed in a irfield driving procedures and regulations. D. Non-Member Air Carrier shall, at its own expense an d on a daily basis, remove from the Airport all garbage, debris and other waste mat erials arising out of or in connection with its operation hereunder. E. Non-Member Air Carrier shall not install any fixtur es or make any alterations or improvements in, or additions to, any property of S TAC or the Aeronautical Equipment, except as may be approved, in writing by the Port, with the c oncurrence of STAC. F. Any property of Non-Member Air Carrier placed on or kept at Licensed Premises by virtue of this Equipment Use Agreement shall be rem oved by Non-Member Air Carrier on or before the revocation or termination of any permiss ion hereby granted, whichever shall be earlier. If Non-Member Air Carrier shall fail to remove such property upon the expiration, termination, or revocation of this Equipment Use Agreement, STAC ma y, at its option, as agent for Non-Member Air Carrier and at the sole risk and expense of Non -Member Air Carrier, remove such property to a public warehouse, or retain the same in its own p ossession. In either event, after the expiration of thirty (30) days, STAC may sell the same at publ ic auction. The proceeds of any such sale shall be applied first to the expense of removal, sale an d storage and secondly, to any sums owed by Non-Member Air Carrier to STAC. Any excess of the t otal cost of removal, storage, sale and related STAC administration over the proceeds of sa le shall be paid to STAC by Non-Member Air AIRLINE REVISED DRAFT 2/1/2017 Equipment Lease and Use Agreement Revised Draft Seattle-Tacoma Airline Consortium, LLC Page 49 Carrier upon demand. G. No signs, posters, logos on equipment or similar de vices shall be erected, displayed or maintained by Non-Member Air Carrier at Licensed Pr emises without the prior approval of STAC and the Port. Any signs, posters or similar devices must be in compliance with any pertinent standards that may be promulgated by STAC or the Po rt. Any signs, posters or similar devices not approved by STAC and the Port or not in compliance with pertinent standards may be removed by STAC at the sole expense of Non-Member Air Carrier. H. Non-Member Air Carrier shall take every precaution at all times for the protection of persons and property at the Airport. Non-Member Air Carrier shall be responsible for maintaining and supervising all safety precautions and programs in connection with the use of the Aeronautical Equipment and the provision of the Services. I. If Non-Member Air Carrier fails to maintain the saf ety programs required by law or directed by STAC or the Port, STAC may take such st eps as necessary and charge Non-Member Air Carrier for the costs of implementing such a pr ogram. However, the failure of STAC to take any such action shall not relieve Non-Member Air Ca rrier of any of its obligations hereunder. J. Non-Member Air Carrier shall be solely responsible for all accidents, damages or injuries of whatever nature or kind to persons or p roperty caused by it and shall indemnify, defend and save harmless STAC and the Port from any penalt ies for violation of its operations or maintenance, and from any and all claims, suits, lo sses, damages or injuries to persons or property of whatever nature or kind arising directly or indi rectly out of the Non-Member Air Carrier’s use or operation the Aeronautical Equipment, or resulti ng from the carelessness, negligence or improper conduct of Non-Member Air Carrier, or any of its agents or employees. Non-Member Air Carrier agrees to immediately notify the Consor tium Manager and the Port of all accidents, damages or injuries that have occurred to persons o r property during its use of the Aeronautical Equipment or its provision of the Services at Licen sed Premises, and provide to STAC a written accident report within twenty-four (24) hours of su ch occurrence. ARTICLE IV TERM SECTION 4.01 - Term of Agreement A. This Equipment Use Agreement shall commence on ____ ____________ ("Effective Date") and will continue for one year thereafter, u nless terminated earlier by STAC pursuant to Article V. B. This Equipment Use Agreement shall be automatically renewed for subsequent one AIRLINE REVISED DRAFT 2/1/2017 Equipment Lease and Use Agreement Revised Draft Seattle-Tacoma Airline Consortium, LLC Page 50 year terms if STAC does not provide notice of termi nation of this Equipment Use Agreement, pursuant to Article V, or notice of non-renewal of this Equipment Use Agreement no less than sixty (60) days prior to the last date of any one y ear term, pursuant to this Section 4. 01. ARTICLE V TERMINATION SECTION 5.01 - Termination A. STAC shall have the right to terminate this Equipme nt Use Agreement upon written notice if: 1. Non-Member Air Carrier discontinues Services at the Licensed Premises, or 2. Non-Member Air Carrier has not paid its Equipment U se Fees in accordance with Article VI herein, or 3. An event of default has occurred in accordance with Article X herein. B. The termination of this Equipment Use Agreement sha ll not relieve Non-Member Air Carrier of any of its obligations arising out of it s acts or omissions during the term of this Equipment Use Agreement. ARTICLE VI EQUIPMENT USE FEES SECTION 6.01 – STAC Equipment Use Fee Rates A. STAC will, in its sole discretion, establish a rate structure for the use of the Aeronautical Equipment by Non-Member Air Carriers on or about ea ch July 1 and each January 1. Such rates will be effective until replacement rates are made effective by STAC. B. The rates established by STAC will be based on the cost of use of the Aeronautical Equipment by the STAC Members, plus a surcharge tha t is not to exceed 25%. C. The Non-Member Air Carrier agrees that it will not contest any rate structure established by STAC. SECTION 6.02 – Invoicing and Payment AIRLINE REVISED DRAFT 2/1/2017 Equipment Lease and Use Agreement Revised Draft Seattle-Tacoma Airline Consortium, LLC Page 51 A. STAC will maintain records related to amounts due f rom the Non-Member Air Carrier as a result of its access to and use of the Aeronau tical Equipment. B. Non-Member Air Carrier will be responsible for all costs associated with: 1. Use of the Aeronautical Equipment 2. Damage, repairs and losses 3. Amount unpaid to STAC for other Air Carriers that h ave been provided Services at Licensed Premises by Non-Member Air Car rier 4. Any other amounts payable under this Equipment Use Agreement C. STAC will submit an invoice to the Non-Member Air C arrier for the Equipment Use Fees and any other amounts due under this Equipment Use Agreement by the 10 th working day of each month. D. Non-Member Air Carrier shall remit payment of amoun ts due to STAC by the last working day of the month. Non-Member Air Carrier ha s no right to withhold payments, in whole or in part, or assert a set-off against any amounts charged by STAC. E. Any amounts due STAC that are not paid in full when due, shall bear interest at 18% per annum until full payment is received by STAC. ARTICLE VII CONFIDENTIALITY SECTION 7.01 - Confidentiality A. All of the reports, information, or data, prepared or assembled by or provided to Non- Member Air Carrier under this Equipment Use Agreeme nt are confidential and Non-Member Air Carrier agrees that, except as specifically authori zed herein or as may be required by law, it will treat all information , reports or data received from or prepared for STAC as confidential and proprietary. Non-Member Air Carrier agrees not to d isclose any such information, reports or data except as specifically authorized herein or as may be necessary for the use of the Aeronautical Equipment of the performance of the Services by Non -Member Air Carrier, or as may be required by law, to any individual or organization, except P ort, without first obtaining the prior written approval of STAC and the Port. B. Non-Member Air Carrier will not issue publicity new s releases or grant press interviews and, except as may be required by law during or aft er the term of this Equipment Use Agreement, disseminate any information regarding this Equipmen t Use Agreement or the Aeronautical Equipment without the prior written consent of STAC and the Port. In the event Non-Member Air Carrier is presented with a request for documents b y any administrative agency or with a subpoena AIRLINE REVISED DRAFT 2/1/2017 Equipment Lease and Use Agreement Revised Draft Seattle-Tacoma Airline Consortium, LLC Page 52 document regarding any records, data, or documents which may be in the possession of Non- Member Air Carrier, Non-Member Air Carrier will, im mediately upon receipt, give notice to STAC and the Port, with the understanding that STAC or the Port will have the opportunity to contest such process by any means available to them before such records or documents are submitted to a court or other third party, provided , however, that Non-Member Air Carrier will not be obligated to withhold such delivery beyond that time as may be ordered by the court or administrative agency, unless the subpoena or reque st is quashed or the time to produce is otherwise extended. C. Non-Member Air Carrier acknowledges the responsi bility delegated to STAC by Port under the terms of the Equipment Lease and Use Agre ement, and as such acknowledges that STAC may be required to release a portion or all of the information it receives from Non-Member Air Carrier to Port, or to other parties at Port's dire ction. Non-Member Air Carrier understands and hereby consents to the release to Port, or to any o ther party at Port's direction, of any information, propriety or otherwise, with or without prior notic e. Non-Member Air Carrier hereby waives as to STAC and Port, any rights, claims, or actions of an y nature that may arise directly or indirectly out of STAC's release of any information as describ ed above. ARTICLE VIII INDEMNITY AND INSURANCE SECTION 8.01 - Indemnity A. Non-Member Air Carrier covenants and agrees to pay and shall protect, defend, indemnify, keep, save fully and hold harmless STAC, its Members, Board of Directors, its Consortium Manager, officers, agents and employees, and Port, its agents, officials and employees from and against any and all claims, causes of acti on or suits of all kinds, judgments, losses, obligations, including loss of use, costs and expen ses, including legal fees and expenses, arising out of or in connection with the Non-Member Air Car rier's access to or use of the Aeronautical Equipment or performance of Services, and not arisi ng from the negligent act or omission of STAC, its respective Members, Board of Directors, i ts Consortium Manager, officers, agents, and employees or Port, its agents, officials, and emplo yees. Such obligations shall not be construed to negate, abridge, or otherwise reduce or limit any o ther right or obligation of indemnity against anyone for whose acts Non-Member Air Carrier may be liable. In any and all claims against STAC, its Members, Board of Directors, its Consortium Man ager, officers, agents and employees, or Port, its agents, officials and employees by any employee of Non-Member Air Carrier or anyone for whose acts Non-Member Air Carrier may be liable, th e indemnification obligation of Non-Member Air Carrier pursuant to this Section 8.01 or Sectio n 3.04(J) shall not be limited in any way by the amount or type of damage compensation, or benefits payable by or for Non-Member Air Carrier under worker's compensation acts, disability benefi t acts, or other employee benefit acts. Non- Member Air Carrier's obligations hereunder shall no t be limited by any obligation regarding AIRLINE REVISED DRAFT 2/1/2017 Equipment Lease and Use Agreement Revised Draft Seattle-Tacoma Airline Consortium, LLC Page 53 insurance coverage and shall not be limited to the amount of any proceeds available. B. STAC and Non-Member Air Carrier shall promptly and in a timely manner provide or cause to be provided to each other copies of any no tices and documents they may receive related to any legal process, claims, actions, or suits as may be given or filed in connection with the performance of Non-Member Air Carrier for which STA C, or Port is claiming indemnification hereunder. C. Non-Member Air Carrier shall incorporate into all c ontracts or subcontracts of any tier related to the Non-Member Air Carrier's operations under this Equipment Use Agreement a comparable provision to Section 8.01(A), pursuant t o which its contractors or subcontractors of any tier shall indemnify STAC, its Members, Board o f Directors, its Consortium Manager, officers, agents, and employees, and Port, its agen ts, officials and employees. D. THE PROVISIONS OF THIS ARTICLE SHALL APPLY REGAR DLESS OF FORM OR LEGAL THEORY OF ANY CLAIM WHETHER IN TORT (INCLU DING BUT NOT LIMITED TO ANY CLAIM FOR BREACH OF IMPLIED WARRANTY OF FITNESS OR MERCHANTABILITY), OR OTHERWISE, FOR DIRECT, OR INCI DENTAL DAMAGES OR FOR DAMAGES RESULTING FROM LOSS OF USE, LOSS OF PRO FIT, OR LOSS DUE TO BUSINESS INTERRUPTION. THIS ARTICLE SHALL SURVIVE T ERMINATION OF THIS EQUIPMENT USE AGREEMENT. SECTION 8.02 - Insurance A. Non-Member Air Carrier shall procure and maintain i n full force and effect or cause to be procured and maintained at all times hereunde r, at its own expense insurance as may be required by STAC or the Port from time to time, wit h insurance companies acceptable to STAC and Port covering all Services or operations under this Equipment Use Agreement, whether performed by Non-Member Air Carrier or by its contr actors or subcontractors of any tier. The obligation to maintain insurance is a material term of this Equipment Use Agreement. Failure to carry or keep such insurance in force will constitu te a default under the terms of this Equipment Use Agreement, and an automatic loss of the right t o use the Aeronautical Equipment without need of any notice. B. Non-Member Air Carrier will provide STAC certificat es evidencing that such insurance is in force and will include STAC, its Consortium M anager and Port as additional insurers on each such certificate. STAC and Port will be entitled to examine any insurance policies evidenced by such certificates of insurance and Non-Member Air C arrier will submit accurate and complete copies thereof upon request. C. In the event Non-Member Air Carrier fails to perfor m any obligation required by this Section 8.02, STAC may do all things necessary to p erform such obligation. Any costs, including, without limitation, premiums and deductibles incurr ed by STAC, will be at Non-Member Air AIRLINE REVISED DRAFT 2/1/2017 Equipment Lease and Use Agreement Revised Draft Seattle-Tacoma Airline Consortium, LLC Page 54 Carriers expense. D. Non-Member Air Carrier will require in its agreemen ts with its contractors or subcontractors of any tier that all policies of ins urance that are in any way related to the Services being performed and that are secured and maintained by the contractors or subcontractors of any tier include clauses providing that each insurance carrier will waive all of its rights of recovery, under subrogation or otherwise, against STAC, its C onsortium Manager and Port. E. Non-Member Air Carrier agrees that any insurance pr otection furnished hereunder shall in no way limit Non-Member Air Carrier’s resp onsibility to indemnify and save harmless STAC or Port under this Equipment Use Agreement. ARTICLE IX COMPLIANCE WITH ALL LAWS SECTION 9.01 - Compliance with Laws Non-Member Air Carrier will at all times observe an d comply, and cause its employees, agents, contractors, subcontractors of any tier, or suppliers to observe and comply, with all applicable federal, state and local laws, ordinance s, rules, regulations and executive orders now existing or hereinafter in effect, whenever Non-Mem ber Air Carrier utilizes the Aeronautical Equipment during the term of this Equipment Use Agr eement. Provision(s) required by law, ordinance, rules, regulations or executive orders t o be inserted in this Equipment Use Agreement will be deemed inserted whether or not they appear in this Equipment Use Agreement or upon application by either party, this Equipment Use Agr eement will forthwith be physically amended to make such insertion; however, in no event will t he failure to insert such provision(s) prevent the enforcement of such provision or this Equipment Use Agreement. SECTION 9.02 - Environmental Laws A. It will be the responsibility of Non-Member Air Car rier to be aware of and to conduct all Services or operations in conformance with all applicable Environmental Laws, including, but not limited to, environmental requirements regardin g the storage, use and disposal of Hazardous Materials, pollution control, Releases or threatene d Releases of Hazardous Materials to the environment, as promulgated by any federal, state, county, Port, or other governmental agency having jurisdiction, as may be amended, and will be fully responsible for enforcing compliance with these safety regulations and procedures on the part of all its employees, agents, contractors, and subcontractors of any tier. B. Non-Member Air Carrier, at the request of Port or S TAC, shall make available for inspection and copying upon reasonable notice and a t reasonable times, any or all of the documents AIRLINE REVISED DRAFT 2/1/2017 Equipment Lease and Use Agreement Revised Draft Seattle-Tacoma Airline Consortium, LLC Page 55 and materials Non-Member Air Carrier has prepared p ursuant to any Environmental Law or submitted to any governmental regulatory agency. If an Environmental Law requires filing of any notice or report of a Release or threatened Release of Hazardous Materials on, under or about Licensed Premises, Non-Member Air Carrier shall pro vide a copy of such report or notice to STAC, and to the extent practicable, shall receive the approval of STAC prior to submitting such notice or report to the appropriate governmental ag ency. C. STAC shall have the right to inspect the Aeronautic al Equipment and the parts of Licensed Premises used by Non-Member Air Carrier to confirm that Non-Member Air Carrier is using the Aeronautical Equipment and Licensed Premi ses in accordance with Environmental Laws. Non-Member Air Carrier, at the request of STA C and at Non-Member Air Carrier's expense, shall conduct such testing and analysis as is neces sary to ascertain whether Non-Member Air Carrier is using the Aeronautical Equipment and Lic ensed Premises in compliance with all Environmental Laws. Any such tests shall be conduct ed by qualified independent experts chosen by Non-Member Air Carrier and subject to STAC's rea sonable approval. Copies of reports from any such testing shall be provided by Non-Member Ai r Carrier to STAC. D. If Non-Member Air Carrier fails to comply with a ny applicable Environmental Laws, STAC may take necessary measures to insure co mpliance with Environmental Laws at Non-Member Air Carrier’s expense. E. In the event of a Release or threatened Release of Hazardous Materials to the environment relating to or arising out of Non-Membe r Air Carrier's use of the Aeronautical Equipment or occupancy of Licensed Premises, or in the event any claim, demand, action or notice is made against Non-Member Air Carrier regarding No n-Member Air Carrier's failure or alleged failure to comply with any Environmental Laws, Non- Member Air Carrier immediately shall notify STAC in writing and shall provide STAC with copies of any written claims, demands, notices, or actions so made. SECTION 9.03 - Airport Schedule of Rules and Regula tions A. Non-Member Air Carrier shall comply, and shall caus e its agents, employees, guests, invitees and contractors to comply with all rules a nd regulations governing the conduct at and operations of the Airport, promulgated or adopted f rom time to time by Port. B. Nothing herein shall be construed to prevent Non-Me mber Air Carrier from contesting in good faith any rule or regulation of the Airport , without being considered in default of this Equipment Use Agreement so long as such contest is diligently commenced and prosecuted by Non-Member Air Carrier. ARTICLE X AIRLINE REVISED DRAFT 2/1/2017 Equipment Lease and Use Agreement Revised Draft Seattle-Tacoma Airline Consortium, LLC Page 56 DEFAULT SECTION 10.01 - Events of Default The following will constitute events of default: A. The failure by Non-Member Air Carrier to pay any ch arges required to be paid hereunder at the times specified herein; B. Any material misrepresentation made by Non-Member A ir Carrier to STAC; C. The failure of Non-Member Air Carrier to observe an d perform any covenant, condition, agreement or other obligation under this Equipment Use Agreement for a period of thirty (30) days after notice specifying such failu re; provided, however, that any such failure which can be cured, but which cannot, with due diligence, be cured within such thirty (30)-day period, shall not constitute an event of default if correct ive action is instituted by Non-Member Air Carrier within the applicable period and diligently pursued until the failure is corrected; D. The admission by Non-Member Air Carrier of insolven cy, bankruptcy or the inability of Non-Member Air Carrier to pay its debts as they mature, or the making of an assignment for the benefit of creditors, or any other act of insol vency, bankruptcy or assignment which renders Non-Member Air Carrier incapable of performing the Services in accordance with the terms and conditions of the Agreement to the extent as may be permitted by law; E. The termination, for whatever reason, of Non-Member Air Carrier's agreement for Services with Air Carrier(s) operating at Licensed Premises; F. Pursuant to Section 3.03 of this Equipment Use Agre ement, the termination, for whatever reason, of any license, permit or other qu alification required of Non-Member Air Carrier to perform Services at Airport. G. Failure to keep or carry insurance in force as r equired by this Equipment Use Agreement. SECTION 10.02 - Consequences of Default A. Upon the occurrence and continuation of any even t of default, STAC, to the extent permitted by law, may declare Non-Member Air Carrie r in default of this Equipment Use Agreement. STAC will notify Non-Member Air Carrier in writing of the default and its intention to invoke any or all of the remedies available here under unless such default is cured to STAC’s sole satisfaction within five (5) business days fro m the receipt of such notice by Non-Member Air Carrier. Any such decision by STAC will be final an d effective after the cure period as defined herein has expired. Upon the giving of such notice as provided herein, STAC may invoke any or AIRLINE REVISED DRAFT 2/1/2017 Equipment Lease and Use Agreement Revised Draft Seattle-Tacoma Airline Consortium, LLC Page 57 all of the following remedies: (i) The right to terminate this Equipment Use Agreement and exclude Non-Member Air Carrier from the access to and use of any or al l of the Aeronautical Equipment; (ii) The right of specific performance, an injunction, o r any other appropriate equitable remedy; or (iii) The right to money damages. B. Non-Member Air Carrier shall be liable for any o utstanding obligations, and all costs associated with the collection of any delinquent pa yments including but not limited to attorney's fees. SECTION 10.03 - Non-Exclusivity; Waivers; Remedies Cumulative The remedies under the terms of this Equipment Use Agreement are not intended to be exclusive of any other remedies provided, but each and every such remedy will be cumulative and will be in addition to any other remedies, existing now or hereafter, at law, in equity or by statute. The failure of either party to demand strict perfor mance of the terms of this Equipment Use Agreement shall not constitute a waiver thereof or on the right to insist on such performance. ARTICLE XII GENERAL CONDITIONS SECTION 11.01 - Incorporation of Recitals The recitals referenced herein and attached hereto are hereby made a part of this Equipment Use Agreement. SECTION 11.02 - Representatives Non-Member Air Carrier shall designate and identify at the time of execution of this Equipment Use Agreement its named representative wh o shall constitute the point of receipt for all communications relating to this Equipment Use A greement unless otherwise provided for herein. For purposes of this Equipment Use Agreemen t, the Consortium Manager or its successor shall represent STAC in all matters relating to thi s Equipment Use Agreement and shall constitute the point of receipt of all communications, unless expressly specified otherwise by STAC. In all provisions of this Equipment Use Agreement in which STAC's written approval or consent is required such approval or consent shall be that of the Consortium Manager unless notified in writing by STAC otherwise. SECTION 11.03 - Notices AIRLINE REVISED DRAFT 2/1/2017 Equipment Lease and Use Agreement Revised Draft Seattle-Tacoma Airline Consortium, LLC Page 58 Except as otherwise provided in this Equipment Use Agreement, any notice, demand, or other correspondence given under this Equipment Use Agreement shall be in writing and given by delivering the notice in person or by commercial co urier, or by sending it by first-class mail, certified mail, return receipt requested with posta ge prepaid, or by overnight commercial express mail, or by facsimile to: STAC: Seattle-Tacoma Airline Consortium, LLC. ______________________________________ Seattle, WA __________ Facsimile No. ______________ NON-MEMBER AIR CARRIER: Company Name Address City, State Zip Facsimile No. or to such other address as either STAC or Non-Memb er Air Carrier may designate as its new address for such purpose by notice given to the oth er in accordance with this Section. Any notice hereunder shall be deemed to have been given and re ceived two (2) days after the date when it is mailed, if sent by first-class, certified mail, one day after the date when it is mailed if sent by overnight express mail, upon the date personal deli very is made, or upon the date on which the facsimile copy is transmitted, provided, that such transmission is received on a business day between the hours of 8:00 a.m. and 5:00 p.m., and i f not so received, then as of 8:00 a.m. on the next business day. SECTION 11.04 - Successors and Assigns Each and all of the conditions and covenants of thi s Equipment Use Agreement shall extend to and bind and inure to the benefit of STAC and Non-Member Air Carrier, and the legal representatives, successors and assigns of either o r both of them. SECTION 11.05 - Sublicensing and Assignment by STAC Non-Member Air Carrier shall not assign, transfer o r encumber its interest in this Equipment Use Agreement, either in whole or in part (any of the foregoing actions referred to herein as a “Transfer”), without obtaining in advan ce the written consent of STAC, which consent shall not be unreasonably withheld or delayed. No c onsent to any Transfer shall constitute a further waiver of the provisions of this paragraph. SECTION 11.06 - Force Majeure AIRLINE REVISED DRAFT 2/1/2017 Equipment Lease and Use Agreement Revised Draft Seattle-Tacoma Airline Consortium, LLC Page 59 In the event that either party hereto shall be dela yed or hindered in or prevented from the performance of any act required hereunder by reason of acts of God, strikes, lockouts, labor disputes, riots, war, acts of public enemies, earth quakes, actions of the elements or civil commotion, then performance of such act shall be ex cused for the period of the delay and the period for the performance of any such act shall be extended for a period equivalent to the period of such delay. The provisions of this Section shall not operate to excuse Non-Member Air Carrier from the timely payment of all sums due under this Equipment Use Agreement, including without limitation all Equipment Use Fees. SECTION 11.07 - Suspension If Port’s operation of Airport or STAC’s or Non-Mem ber Air Carrier's operations at the Airport should be substantially restricted by actio n of any competent governmental authority with sovereignty over Port, either party hereto shall ha ve the right, upon written notice to the other, to a suspension of this Equipment Use Agreement. The p rovisions of this Section shall not operate to excuse Non-Member Air Carrier from the timely pa yment of all sums due under this Equipment Use Agreement, including without limitation all Equ ipment Use Fees. SECTION 11.08 - Utilities; Waiver of Damages Non-Member Air Carrier hereby expressly waives any and all claims for damages arising or resulting from failures or interruptions of util ity Services furnished by STAC or Port hereunder including but not limited to electricity, gas, wate r, plumbing, sewage, telephone, communications, or for the failure or interruption of any public or passenger conveniences. SECTION 11.09 - Third Party Rights Nothing contained herein will be deemed to create a ny contractual relationship between the Consortium Manager, the Maintenance Operator an d the Non-Member Air Carrier or any of its employees, agents, contractors and subcontracto rs of any tier, nor will anything contained in this Equipment Use Agreement be deemed to give any third party any claim or right of action against Port, STAC, the Consortium Manager, or the Maintenance Operator which does not otherwise exist without regard to this Equipment Us e Agreement. Nothing contained herein shall be construed as creating an agency relationship bet ween STAC and Non-Member Air Carrier. Non-Member Air Carrier shall at all times be a lice nsee. SECTION 11.10 - No Joint Venture It is expressly agreed that STAC is not, in any way or for any purpose, a partner of Non- Member Air Carrier in the conduct of Non-Member Air Carrier’s business or a member of a joint enterprise with Non-Member Air Carrier, and does no t assume any responsibility for Non-Member Air Carrier’s conduct or performance of this Equipm ent Use Agreement. AIRLINE REVISED DRAFT 2/1/2017 Equipment Lease and Use Agreement Revised Draft Seattle-Tacoma Airline Consortium, LLC Page 60 SECTION 11.11 - Attorneys’ Fees In the event that Non-Member Air Carrier or STAC fa ils to perform any of its obligations under this Equipment Use Agreement or in the event a dispute arises concerning the meaning or interpretation of any provision of this Equipment U se Agreement, the defaulting party or the party not prevailing in such dispute, as the case may be, shall pay any and all costs and expenses incurred by the other party in enforcing or establishing its rights hereunder (whether or not such action is prosecuted to judgment), including, without limitat ion, court costs and reasonable attorneys’ fees. SECTION 11.12 - Survival of Indemnities Expiration or termination of this Equipment Use Agr eement shall not affect the right of either party to enforce any and all indemnities giv en or made to the other party under this Equipment Use Agreement, nor shall it effect any pr ovision of this Equipment Use Agreement that expressly states it shall survive termination hereo f. Each party hereto specifically acknowledges and agrees that, with respect to each of the indemn ities contained in this Equipment Use Agreement, the indemnitor has an immediate and inde pendent obligation to defend the indemnitees from any claim which actually or potentially falls within the indemnity provision even if such allegation is or may be groundless, fraudulent or f alse, which obligation arises at the time such claim is tendered to the indemnitor by the indemnit ee. SECTION 11.13 - No Additional Waiver Implied by One Waiver In the event any agreement contained in this Equipm ent Use Agreement is breached by any party and thereafter waived by the other party, suc h waiver shall be limited to the particular breach so waived and shall not be deemed to be a waiver of any other breach hereunder. SECTION 11.14 - Severability In the event any covenant, phrase, clause, paragrap h, Article, Section, condition or provision herein contained is held to be invalid by any court of competent jurisdiction, then any invalidity of such covenant, phrase, clause, paragr aph, Article, Section, condition or provision shall in no way affect any other covenant, phrase, clause, paragraph, Article, Section, condition or provision herein contained, and such determination shall not invalidate or render this Equipment Use Agreement unenforceable. SECTION 11.15 - Amendments This Equipment Use Agreement contains all the agree ments of the parties and, except as expressly provided herein, cannot be further amende d or modified except by written agreement signed by STAC and Non-Member Air Carrier. AIRLINE REVISED DRAFT 2/1/2017 Equipment Lease and Use Agreement Revised Draft Seattle-Tacoma Airline Consortium, LLC Page 61 SECTION 11.16 - Execution in Counterparts This Equipment Use Agreement may be executed in sev eral counterparts, each of which shall be an original and all of which shall constit ute but one and the same instrument. THEREFORE, the parties by their authorized represen tatives have executed this Equipment Use Agreement on the dates provided below. Seattle-Tacoma Airline Consortium, LLC. Non-Member Air Carrier By:_______________________________ By:____________ ____________________ Name:_____________________________ Name:__________ ____________________ Title:______________________________ Title:_______ ________________________ Date:______________________________ Date:_________ ______________________ AIRLINE REVISED DRAFT 2/1/2017 Equipment Lease and Use Agreement Revised Draft Seattle-Tacoma Airline Consortium, LLC Page 62 EXHIBIT F EQUIPMENT ACCESS AGREEMENT This Equipment Access Agreement is made and entered into as of ______________, by and between Seattle-Tacoma Airline Consortium, LLC. , a Washington limited liability company (“STAC”) and __Handler Name_________, a ___corporat ion_____, (“Handler”). WHEREAS, the Port (as defined below) owns and opera tes the Seattle-Tacoma International Airport (the “Airport”), located in Seattle, Washin gton and has the power to grant rights and privileges with respect thereto; and WHEREAS, the Port owns certain equipment and syste ms serving the Airport; and WHEREAS, pursuant to the Equipment Lease and Use Ag reement (as defined below), the Port has granted to STAC the right and obligation, to operate, and use the Aeronautical Equipment, on the terms and conditions set forth in the Equipm ent Lease and Use Agreement; and WHEREAS, pursuant to the terms of the Equipment Lea se and Use Agreement, STAC may require, that parties desiring to access and us e of the Aeronautical Equipment execute an Equipment Access Agreement with STAC as a condition precedent to the access and use of any of the Aeronautical Equipment; and WHEREAS, STAC has chosen a STAC Vendor for the purp ose of operating and using the Aeronautical Equipment, all pursuant to the Equipme nt Lease and Use Agreement; and WHEREAS, STAC has chosen a Consortium Manager for t he purpose of managing the STAC Vendor and administering this Equipment Access Agreement on behalf of STAC; and WHEREAS, Handler desires to use the Aeronautical Eq uipment for providing passenger and flight services (the “Handling Services”, as de fined below) to Air Carriers (as defined below) at Licensed Premises, (as defined below) requiring Handler to access certain equipment operated by STAC pursuant to the Equipment Lease and Use Agr eement; and WHEREAS, STAC desires to grant Handler access to an d use of the Aeronautical Equipment for the purpose of providing the Handling Services to itself or other Air Carriers at Licensed Premises; NOW, THEREFORE, in consideration of the promises an d mutual covenants and agreements contained herein, STAC and Handler hereb y agree as follows: AIRLINE REVISED DRAFT 2/1/2017 Equipment Lease and Use Agreement Revised Draft Seattle-Tacoma Airline Consortium, LLC Page 63 [Intentionally Left Blank] ARTICLE I DEFINITIONS SECTION 1.01 - Definitions A. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Equipment Lease and Use Agr eement. B. The following terms and phrases shall have the f ollowing meanings for purposes of this Equipment Access Agreement: “Aeronautical Equipment” means collectively, the Ae ronautical Equipment operated by STAC under the terms of the Equipment Lease and Use Agreement, whether owned by Port or STAC and used by Handler in performing the Handling Services, including all additions, modifications, repairs and replacements of such equ ipment. “Air Carrier” means an “air carrier” or “foreign ai r carrier” as such terms are defined in 49 U.S.C. § 41102 or a Cargo Carrier under 49 U.S.C. § 41103, as amended, or any successor provision thereto, and which is operating at the Ai rport. “Airport” means Seattle-Tacoma International Airpor t, located in the Port of Seattle, State of Washington, United States of America. “Consortium Manager” means a qualified independent contractor selected by STAC to manage the STAC Vendor and STAC Vendor Agreements, and who is delegated authority to act on behalf of STAC in exercising certain specified r ights and obligations of STAC, including those arising under this Equipment Access Agreement. “Effective Date” means the date stated in the first paragraph of this Equipment Access Agreement. “Event of Default” shall have the meaning given to it in Article X of this Equipment Access Agreement. "Handler" means a person or entity, that (i) has be en licensed or otherwise authorized by Port for the delivery of Handling Services at the A irport, (ii) has entered into an agreement with AIRLINE REVISED DRAFT 2/1/2017 Equipment Lease and Use Agreement Revised Draft Seattle-Tacoma Airline Consortium, LLC Page 64 Air Carrier(s) to provide Handling Services at the Airport and (iii) has entered into this Equipment Access Agreement with STAC. "Handling Services" means those tasks to be perform ed by Handler in relation to the use of the Aeronautical Equipment including, but not li mited to, aircraft cleaning, aircraft maintenance, aircraft catering, baggage handling an d passenger handling. “Equipment Lease and Use Agreement” means that cert ain Equipment Lease and Use Agreement dated as of _____________________, by and between the Port and STAC. “Licensed Premises” means the Airfield at the Airpo rt and areas licensed by the Port to STAC for parking and use of the Aeronautical Equipm ent. “Port” means the Port of Seattle, a municipal corpo ration that owns, and operates the Seattle-Tacoma International Airport. “Schedule of Rules and Regulations” means the rules and regulations adopted by Port for the operation of the Airport, as the same may be amended from time to time. “STAC Vendor” means one or more qualified independe nt vendors or service providers, engaged by: (i) to provide the Services; or (ii) to provide any other such Services specified by STAC. SECTION 1.02 - Interpretation In this Equipment Access Agreement, unless otherwis e expressly indicated: (a) the terms “hereby”, “herein”, “hereof”, “hereto”, “ hereunder” and any similar terms used in this Equipment Access Agreement refer to th is Equipment Access Agreement; (b) all Article and Section references, unless otherwis e expressly indicated, are to Sections of this Equipment Access Agreement; (c) words importing persons shall include firms, associ ations, partnerships, trusts, corporations and other legal entities, including pu blic bodies, as well as natural persons; (d) any headings preceding the text of the Articles and Sections of this Equipment Access Agreement, and any table of contents or marg inal notes appended to copies hereof, shall be solely for convenience or reference and shall no t constitute a part of this Equipment Access Agreement, nor shall they affect its meaning, const ruction or effect; (e) words importing the singular shall include the plur al and vice versa; AIRLINE REVISED DRAFT 2/1/2017 Equipment Lease and Use Agreement Revised Draft Seattle-Tacoma Airline Consortium, LLC Page 65 (f) this Equipment Access Agreement shall be governed a nd construed in accordance with the laws of the State of Washington applicable to contracts made and to be performed in the State of Washington; (g) all the agreements or instruments herein defined sh all mean such agreements or instruments as the same may from time to time be su pplemented or amended or the terms thereof waived or modified to the extent permitted by, and in accordance with, the terms thereof; (h) references to statutes, sections or regulations are to be construed as including all statutory or regulatory provisions consolidating, a mending, replacing, succeeding or supplementing the statute, section or regulation re ferred to; and (i) the words “including,” “includes” and “include” sha ll be deemed to be followed by words “without limitation” or “but not limited to” or words of similar import. ARTICLE II RIGHTS OF STAC SECTION 2.01 - Access STAC shall, subject to all other terms and provisio ns of this Equipment Access Agreement, provide Handler such access to the Aeronautical Equ ipment as may be reasonably necessary to Handler's performance of the Handling Services at L icensed Premises. SECTION 2.02 - Right To Limit Use of Aeronautical E quipment A. It shall be within the sole and absolute discretion of STAC to determine the specific Equipment that Handler may access and use under thi s Equipment Access Agreement. B. It shall be within the sole and absolute discretion of STAC to specify the permitted uses for each component of the Aeronautical Equipment an d to limit actual use to such specifications. C. In the event of disputes between two or more partie s related to access and use of the Aeronautical Equipment, STAC shall, in its sole dis cretion, be the arbiter of such disputes. D. It shall be within the sole and absolute discretion of STAC to limit Handler's access to and use of the Aeronautical Equipment; provided, ho wever, that the limitation of Handler’s access to and use of the Aeronautical Equipment shall not alone serve to terminate this Equipment Access Agreement. Handler's obligations hereto shall conti nue unless and until this Equipment Access Agreement is terminated in accordance with Article V hereof. SECTION 2.03 - Right To Inspect AIRLINE REVISED DRAFT 2/1/2017 Equipment Lease and Use Agreement Revised Draft Seattle-Tacoma Airline Consortium, LLC Page 66 A. STAC shall have the right to inspect the Aeronau tical Equipment used by Handler to determine that the Aeronautical Equipment is being used for the purposes specified by STAC and that, ordinary wear and tear excepted, the Aeronaut ical Equipment is in good condition. SECTION 2.04 - Limitation of Liability A. STAC shall not be liable for any damage to Handler' s property or for any loss of revenue or for any neglect of Handler with respect to the m aintenance or operation of the Aeronautical Equipment. B. STAC shall not be liable for any damage to Handler’ s property or for any loss of revenue or for any neglect of Handler with respect to the use of the Aeronautical Equipment. C. STAC shall not be liable for any damage to Airport property or for any loss of revenue or for any neglect of Handler with respect to Airpo rt property. D. STAC shall not be responsible for the repair or rep lacement of any Aeronautical Equipment damaged by Handler, its employees, agents , invitees or others doing business with it. E. STAC shall not be responsible for any accidents or injuries of whatever nature to persons or property caused by the Handler’s use or operation of the Aeronautical Equipment, and shall remain harmless from any penalties for violat ions of its operation, or from any and all claims, suits, losses, damages or injuries to persons or pr operty of whatever kind or nature arising directly or indirectly out of the Handler’s use or operation of the Aeronautical Equipment, or resulting from any acts, omissions, willfully tortious conduc t or neglect of Handler, its agents, or employees. ARTICLE III OBLIGATIONS OF HANDLER SECTION 3.01 - Access A. In connection with this Equipment Access Agreement, STAC agrees to permit Handler access to the Aeronautical Equipment for Handler’s use as necessary to provide the Handling Services. Subject to all other terms and conditions of this Equipment Access Agreement, Handler shall have such non-exclusive easements and non-exc lusive rights of way as are reasonably necessary for Handler's use and operation of the Ae ronautical Equipment. Nothing in this Equipment Access Agreement, however, shall convey t o Handler any greater rights than those rights conveyed by Port to STAC under the terms of the Equipment Lease and Use Agreement. B. Handler understands and agrees that STAC's grant of rights with respect to the AIRLINE REVISED DRAFT 2/1/2017 Equipment Lease and Use Agreement Revised Draft Seattle-Tacoma Airline Consortium, LLC Page 67 Aeronautical Equipment as set forth in this Equipme nt Access Agreement is "as-is", without any representation or warranty, either express or impli ed, by STAC with respect to (i) the fitness for any particular purpose or merchantability of any it em or items of Aeronautical Equipment, (ii) STAC's title, (iii) Handler's right to the quiet en joyment of Aeronautical Equipment, except as otherwise provided herein, or (iv) the design or co ndition of or as to the quality of the material, equipment or workmanship in the Aeronautical Equipm ent. C. Handler shall use, and shall cause each of its offi cers, employees, agents and contractors to use, the highest degree of care when entering the Airport. In the case of property owned by Port, or property owned by and leased from Port, Handler shall comply and shall cause each of its officers, employees, agents, and contra ctors to comply with any and all instructions and requirements for the use of such property, any lice nses for which being hereby incorporated by reference. Any and all claims, suits, judgments, co sts, or expenses, including attorneys’ reasonable fees, arising from, by reason of, or in connection with any such entry shall be treated in accordance with the applicable terms and conditions of this Eq uipment Access Agreement, including, without limitation, the indemnification provisions containe d in this Equipment Access Agreement. SECTION 3.02 - Use A. While any Aeronautical Equipment is in Handler's po ssession and/or control, Handler shall use the Aeronautical Equipment in a safe and appropriate manner. Handler shall use the Aeronautical Equipment for no other purposes than t hose specified by STAC, or in any manufacturer's warranty. B. Any right to use Aeronautical Equipment under the t erms of this Equipment Access Agreement is granted solely to the Handler, and is neither transferable nor assignable without the express written consent of STAC. It shall be within STAC’s sole discretion to grant such consent. C. Handler shall, at its own cost, promptly repair, re place or, at STAC’s option, reimburse STAC for the repair or replacement of the Aeronauti cal Equipment or any property owned, leased or controlled by STAC and damaged by Handler, its e mployees, agents, invitees or others doing business with it. D. Handler shall conform, and shall require its employ ees, agents, invitees and others doing business with it to conform to the general ru les and regulations as promulgated by STAC or the Port which are now in effect or which may herei nafter be adopted, regarding the use of all areas of the Airport, including, but not limited to, port ions of the Airport to which the general public is not admitted. SECTION 3.03 - Licenses, Permits and Qualifications A. Handler represents and warrants that it currently p ossesses all necessary licenses, permits and such other qualifications as may be nec essary, pursuant to local, state and/or federal AIRLINE REVISED DRAFT 2/1/2017 Equipment Lease and Use Agreement Revised Draft Seattle-Tacoma Airline Consortium, LLC Page 68 law, to operate at the Airport, and will continue t o possess all such necessary licenses, permits and qualifications for the term of this Equipment Acces s Agreement. B. It shall be the sole responsibility of Handler to i dentify and secure all licenses, permits and such other qualifications as may be necessary p ursuant to local, state and/or federal law, to operate at the Airport. It shall be the responsibil ity of Handler to immediately notify STAC of the termination, for any reason, of any such license, p ermit or qualification to operate at the Airport. Such termination shall result in the automatic loss of right for access to and use of the Aeronautical Equipment without need for any further notice by ST AC. C. Handler expressly acknowledges its responsibility t o provide security at the Airport in accordance with 14 CFR Part 107, "Airport Security" , as such may be amended from time to time, and with all Airport Schedule of Rules and Regulati ons concerning security procedures, including the Airport's approved security program. Handler ex pressly acknowledges its responsibility to provide security with respect to airplane operation s in accordance with 14 CFR Part 108, "Airplane Operation Security", as such may be amended from ti me to time and with the Airport Schedule of Rules and Regulations concerning security procedure s, including the Airport's approved security program. D. In the event that Handler, or any individual employ ed by Handler, in the use of the Aeronautical Equipment of the performance of the Ha ndling Services to which this Equipment Access Agreement pertains, has (i) unescorted acces s to aircraft located on or at the Airport (ii) unescorted access to secured areas or (iii) capabil ity to allow others to have unescorted access to such aircraft or secured area, Handler shall be sub ject to, and further shall conduct with respect to its contractors and their respective employees, suc h employment investigations, including criminal history record checks, as the Department of Homelan d Security, the Federal Aviation Administration, the Transportation Security Adminis tration and Port may deem necessary. SECTION 3.04 - Standards of Care A. Handler shall act, and cause its officials, agents, employees and contractors to act, in accordance with that degree of skill, care and dili gence normally exercised by a company performing similar Handling Services at an airport comparable in size and magnitude to the Airport. In furtherance thereof, Handler shall comp ly with all Airport Schedule of Rules and Regulations, Federal Aviation Administration standa rds and general codes of conduct including, but not limited to, those set forth in this Equipme nt Access Agreement. In the event of a conflict between the foregoing standards, the more restricti ve standards shall control. B. The Handling Services and operations of Handler, it s employees, agents, invitees and those doing business with it shall be conducted in an orderly, professional and proper manner so as not to annoy, disturb or be offensive to others at the Airport. Employees shall also wear appropriate uniforms that identify them as employee s of Handler. AIRLINE REVISED DRAFT 2/1/2017 Equipment Lease and Use Agreement Revised Draft Seattle-Tacoma Airline Consortium, LLC Page 69 C. Employees of Handler shall wear security badges as required by Airport regulations. Employees who are required to drive vehicles of any kind on the airfield must be properly licensed and thoroughly instructed in airfield driving proce dures and regulations. D. Handler shall, at its own expense and on a daily ba sis, remove from the Airport all garbage, debris and other waste materials arising o ut of or in connection with its operation hereunder. E. Handler shall not install any fixtures or make any alterations or improvements in, or additions to, any property of STAC or the Aeronauti cal Equipment, except as may be approved, in writing by the Port, with the concurrence of STA C. F. Any property of Handler placed on or kept at Licens ed Premises by virtue of this Equipment Access Agreement shall be removed by Hand ler on or before the revocation or termination of any permission hereby granted, which ever shall be earlier. If Handler shall fail to remove such property upon the expiration, terminati on, or revocation of this Equipment Access Agreement, STAC may, at its option, as agent for Ha ndler and at the sole risk and expense of Handler, remove such property to a public warehouse , or retain the same in its own possession. In either event, after the expiration of thirty (30) d ays, STAC may sell the same at public auction. The proceeds of any such sale shall be applied firs t to the expense of removal, sale and storage and secondly, to any sums owed by Handler to STAC. Any excess of the total cost of removal, storage, sale and related STAC administration over the proce eds of sale shall be paid to STAC by Handler upon demand. G. No signs, posters, logos on equipment or similar de vices shall be erected, displayed or maintained by Handler at Licensed Premises without the prior approval of STAC and the Port. Any signs, posters or similar devices must be in co mpliance with any pertinent standards that may be promulgated by STAC or the Port. Any signs, post ers or similar devices not approved by STAC and the Port or not in compliance with pertinent st andards may be removed by STAC at the sole expense of Handler. H. Handler shall take every precaution at all times fo r the protection of persons and property at the Airport. Handler shall be responsib le for maintaining and supervising all safety precautions and programs in connection with the use of the Aeronautical Equipment and the provision of the Handling Services. I. If Handler fails to maintain the safety programs re quired by law or directed by STAC or the Port, STAC may take such steps as necessary and charge Handler for the costs of implementing such a program. However, the failure o f STAC to take any such action shall not relieve Handler of any of its obligations hereunder . J. Handler shall be solely responsible for all acciden ts, damages or injuries of whatever nature or kind to persons or property caused by it and shall indemnify, defend and save harmless AIRLINE REVISED DRAFT 2/1/2017 Equipment Lease and Use Agreement Revised Draft Seattle-Tacoma Airline Consortium, LLC Page 70 STAC and the Port from any penalties for violation of its operations or maintenance, and from any and all claims, suits, losses, damages or injuries to persons or property of whatever nature or kind arising directly or indirectly out of the Handler’s use or operation the Aeronautical Equipment, or resulting from the carelessness, negligence or impr oper conduct of Handler, or any of its agents or employees. Handler agrees to immediately notify the Consortium Manager and the Port of all accidents, damages or injuries that have occurred t o persons or property during its use of the Aeronautical Equipment or its provision of the Hand ling Services at Licensed Premises, and provide to STAC a written accident report within tw enty-four (24) hours of such occurrence. ARTICLE IV TERM SECTION 4.01 - Term of Agreement A. This Equipment Access Agreement shall commence on _ _______________ ("Effective Date") and will continue for one year t hereafter, unless terminated earlier by STAC pursuant to Article V. B. This Equipment Access Agreement shall be automatica lly renewed for subsequent one year terms if STAC does not provide notice of termi nation of this Equipment Access Agreement, pursuant to Article V, or notice of non-renewal of this Equipment Access Agreement no less than sixty (60) days prior to the last date of any one y ear term, pursuant to this Section 4. 01. ARTICLE V TERMINATION SECTION 5.01 - Termination A. STAC shall have the right to terminate this Equipme nt Access Agreement upon written notice if: 1. Handler discontinues Handling Services at the Licen sed Premises, or 2. An event of default has occurred in accordance with Article X herein. B. The termination of this Equipment Access Agreement shall not relieve Handler of any of its obligations arising out of its acts or omiss ions during the term of this Equipment Access Agreement. ARTICLE VI AIRLINE REVISED DRAFT 2/1/2017 Equipment Lease and Use Agreement Revised Draft Seattle-Tacoma Airline Consortium, LLC Page 71 EQUIPMENT ACCESS FEES SECTION 6.01 - Invoicing and Payment A. STAC will maintain records related to amounts due f rom the Handler as a result of its access to and use of the Aeronautical Equipment. B. Handler will be responsible for all costs associate d with: 1. Damage, repairs and losses 2. Any other amounts payable under this Equipment Acce ss Agreement C. STAC will submit an invoice to the Handler for amou nts due under this Equipment Access Agreement by the 10 th working day of each month. D. Handler shall remit payment of amounts due to STAC by the last working day of the month. Handler has no right to withhold payments, i n whole or in part, or assert a set-off against any amounts charged by STAC. E. Any amounts due STAC that are not paid in full when due, shall bear interest at 18% per annum until full payment is received by STAC. ARTICLE VII CONFIDENTIALITY SECTION 7.01 - Confidentiality A. All of the reports, information, or data, prepared or assembled by or provided to Handler under this Equipment Access Agreement are c onfidential and Handler agrees that, except as specifically authorized herein or as may be requ ired by law, it will treat all information, reports or data received from or prepared for STAC as confi dential and proprietary. Handler agrees not to disclose any such information, reports or data exce pt as specifically authorized herein or as may be necessary for the use of the Aeronautical Equipm ent of the performance of the Handling Services by Handler, or as may be required by law, to any individual or organization, except Port, without first obtaining the prior written approval of STAC and the Port. B. Handler will not issue publicity news releases or g rant press interviews and, except as may be required by law during or after the term of this Equipment Access Agreement, disseminate any information regarding this Equipment Access Agr eement or the Aeronautical Equipment without the prior written consent of STAC and the P ort. In the event Handler is presented with a request for documents by any administrative agency or with a subpoena duces tecum regarding any records, data, or documents which may be in the possession of Handler, Handler will, AIRLINE REVISED DRAFT 2/1/2017 Equipment Lease and Use Agreement Revised Draft Seattle-Tacoma Airline Consortium, LLC Page 72 immediately upon receipt, give notice to STAC and t he Port, with the understanding that STAC or the Port will have the opportunity to contest such process by any means available to them before such records or documents are submitted to a court or other third party, provided, however, that Handler will not be obligated to withhold such deli very beyond that time as may be ordered by the court or administrative agency, unless the subpoena or request is quashed or the time to produce is otherwise extended. C. Handler acknowledges the responsibility delegate d to STAC by Port under the terms of the Equipment Lease and Use Agreement, and as such acknowledges that STAC may be required to release a portion or all of the information it r eceives from Handler to Port, or to other parties a t Port's direction. Handler understands and hereby co nsents to the release to Port, or to any other party at Port's direction, of any information, prop riety or otherwise, with or without prior notice. Handler hereby waives as to STAC and Port, any righ ts, claims, or actions of any nature that may arise directly or indirectly out of STAC's release of any information as described above. ARTICLE VIII INDEMNITY AND INSURANCE SECTION 8.01 - Indemnity A. Handler covenants and agrees to pay and shall prote ct, defend, indemnify, keep, save fully and hold harmless STAC, its Members, Board of Directors, its Consortium Manager, officers, agents and employees, and Port, its agents, officia ls and employees from and against any and all claims, causes of action or suits of all kinds, jud gments, losses, obligations, including loss of use, costs and expenses, including legal fees and expens es, arising out of or in connection with the Handler's access to or use of the Aeronautical Equi pment or performance of Handling Services, and not arising from the negligent act or omission of STAC, its respective Members, Board of Directors, its Consortium Manager, officers, agents , and employees or Port, its agents, officials, and employees. Such obligations shall not be constr ued to negate, abridge, or otherwise reduce or limit any other right or obligation of indemnity ag ainst anyone for whose acts Handler may be liable. In any and all claims against STAC, its Mem bers, Board of Directors, its Consortium Manager, officers, agents and employees, or Port, i ts agents, officials and employees by any employee of Handler or anyone for whose acts Handle r may be liable, the indemnification obligation of Handler pursuant to this Section 8.01 or Section 3.04(J) shall not be limited in any way by the amount or type of damage compensation, o r benefits payable by or for Handler under worker's compensation acts, disability benefit acts , or other employee benefit acts. Handler's obligations hereunder shall not be limited by any o bligation regarding insurance coverage and shall not be limited to the amount of any proceeds availa ble. B. STAC and Handler shall promptly and in a timely man ner provide or cause to be provided to each other copies of any notices and do cuments they may receive related to any legal AIRLINE REVISED DRAFT 2/1/2017 Equipment Lease and Use Agreement Revised Draft Seattle-Tacoma Airline Consortium, LLC Page 73 process, claims, actions, or suits as may be given or filed in connection with the performance of Handler for which STAC, or Port is claiming indemni fication hereunder. C. Handler shall incorporate into all contracts or sub contracts of any tier related to the Handler's operations under this Equipment Access Ag reement a comparable provision to Section 8.01(A), pursuant to which its contractors or subco ntractors of any tier shall indemnify STAC, its Members, Board of Directors, its Consortium Manager , officers, agents, and employees, and Port, its agents, officials and employees. D. THE PROVISIONS OF THIS ARTICLE SHALL APPLY REGAR DLESS OF FORM OR LEGAL THEORY OF ANY CLAIM WHETHER IN TORT (INCLU DING BUT NOT LIMITED TO ANY CLAIM FOR BREACH OF IMPLIED WARRANTY OF FITNESS OR MERCHANTABILITY), OR OTHERWISE, FOR DIRECT, OR INCI DENTAL DAMAGES OR FOR DAMAGES RESULTING FROM LOSS OF USE, LOSS OF PRO FIT, OR LOSS DUE TO BUSINESS INTERRUPTION. THIS ARTICLE SHALL SURVIVE T ERMINATION OF THIS EQUIPMENT ACCESS AGREEMENT. SECTION 8.02 - Insurance A. Handler shall procure and maintain in full force an d effect or cause to be procured and maintained at all times hereunder, at its own expen se insurance as may be required by STAC or the Port from time to time, with insurance companie s acceptable to STAC and Port covering all Handling Services or operations under this Equipmen t Access Agreement, whether performed by Handler or by its contractors or subcontractors of any tier. The obligation to maintain insurance is a material term of this Equipment Access Agreement. Failure to carry or keep such insurance in force will constitute a default under the terms of this Equipment Access Agreement, and an automatic loss of the right to use the Aeronautical Equipment without need of any notice. B. Handler will provide STAC certificates evidencing t hat such insurance is in force and will include STAC, its Consortium Manager and Port as additional insurers on each such certificate. STAC and Port will be entitled to exam ine any insurance policies evidenced by such certificates of insurance and Handler will submit a ccurate and complete copies thereof upon request. C. In the event Handler fails to perform any obligatio n required by this Section 8.02, STAC may do all things necessary to perform such ob ligation. Any costs, including, without limitation, premiums and deductibles incurred by ST AC, will be at Handlers expense. D. Handler will require in its agreements with its con tractors or subcontractors of any tier that all policies of insurance that are in any way related to the Handling Services being performed and that are secured and maintained by the contract ors or subcontractors of any tier include clauses providing that each insurance carrier will waive al l of its rights of recovery, under subrogation or otherwise, against STAC, its Consortium Manager and Port. AIRLINE REVISED DRAFT 2/1/2017 Equipment Lease and Use Agreement Revised Draft Seattle-Tacoma Airline Consortium, LLC Page 74 E. Handler agrees that any insurance protection furnis hed hereunder shall in no way limit Handler’s responsibility to indemnify and save harm less STAC or Port under this Equipment Access Agreement. ARTICLE IX COMPLIANCE WITH ALL LAWS SECTION 9.01 - Compliance with Laws Handler will at all times observe and comply, and c ause its employees, agents, contractors, subcontractors of any tier, or suppliers to observe and comply, with all applicable federal, state and local laws, ordinances, rules, regulations and executive orders now existing or hereinafter in effect, whenever Handler utilizes the Aeronautical Equipment during the term of this Equipment Access Agreement. Provision(s) required by law, ord inance, rules, regulations or executive orders to be inserted in this Equipment Access Agreement w ill be deemed inserted whether or not they appear in this Equipment Access Agreement or upon a pplication by either party, this Equipment Access Agreement will forthwith be physically amend ed to make such insertion; however, in no event will the failure to insert such provision(s) prevent the enforcement of such provision or this Equipment Access Agreement. SECTION 9.02 - Environmental Laws A. It will be the responsibility of Handler to be awar e of and to conduct all Handling Services or operations in conformance with all appl icable Environmental Laws, including, but not limited to, environmental requirements regarding th e storage, use and disposal of Hazardous Materials, pollution control, Releases or threatene d Releases of Hazardous Materials to the environment, as promulgated by any federal, state, county, Port, or other governmental agency having jurisdiction, as may be amended, and will be fully responsible for enforcing compliance with these safety regulations and procedures on the part of all its employees, agents, contractors, and subcontractors of any tier. B. Handler, at the request of Port or STAC, shall make available for inspection and copying upon reasonable notice and at reasonable ti mes, any or all of the documents and materials Handler has prepared pursuant to any Environmental Law or submitted to any governmental regulatory agency. If an Environmental Law requires filing of any notice or report of a Release or threatened Release of Hazardous Materials on, under or about Licensed Premises, Handler shall provide a copy of such report or notice to STAC, an d to the extent practicable, shall receive the approval of STAC prior to submitting such notice or report to the appropriate governmental agency. AIRLINE REVISED DRAFT 2/1/2017 Equipment Lease and Use Agreement Revised Draft Seattle-Tacoma Airline Consortium, LLC Page 75 C. STAC shall have the right to inspect the Aeronautic al Equipment and the parts of Licensed Premises used by Handler to confirm that H andler is using the Aeronautical Equipment and Licensed Premises in accordance with Environmen tal Laws. Handler, at the request of STAC and at Handler's expense, shall conduct such testin g and analysis as is necessary to ascertain whether Handler is using the Aeronautical Equipment and Licensed Premises in compliance with all Environmental Laws. Any such tests shall be con ducted by qualified independent experts chosen by Handler and subject to STAC's reasonable approval. Copies of reports from any such testing shall be provided by Handler to STAC. D. If Handler fails to comply with any applicable E nvironmental Laws, STAC may take necessary measures to insure compliance with E nvironmental Laws at Handler’s expense. E. In the event of a Release or threatened Release of Hazardous Materials to the environment relating to or arising out of Handler's use of the Aeronautical Equipment or occupancy of Licensed Premises, or in the event any claim, demand, action or notice is made against Handler regarding Handler's failure or alle ged failure to comply with any Environmental Laws, Handler immediately shall notify STAC in writ ing and shall provide STAC with copies of any written claims, demands, notices, or actions so made. SECTION 9.03 - Airport Schedule of Rules and Regula tions A. Handler shall comply, and shall cause its agents, e mployees, guests, invitees and contractors to comply with all rules and regulation s governing the conduct at and operations of the Airport, promulgated or adopted from time to time b y Port. B. Nothing herein shall be construed to prevent Handle r from contesting in good faith any rule or regulation of the Airport, without being co nsidered in default of this Equipment Access Agreement so long as such contest is diligently com menced and prosecuted by Handler. ARTICLE X DEFAULT SECTION 10.01 - Events of Default The following will constitute events of default: A. The failure by Handler to pay any charges required to be paid hereunder at the times specified herein; B. Any material misrepresentation made by Handler to S TAC; AIRLINE REVISED DRAFT 2/1/2017 Equipment Lease and Use Agreement Revised Draft Seattle-Tacoma Airline Consortium, LLC Page 76 C. The failure of Handler to observe and perform any c ovenant, condition, agreement or other obligation under this Equipment Access Agreem ent for a period of thirty (30) days after notice specifying such failure; provided, however, that any such failure which can be cured, but which cannot, with due diligence, be cured within s uch thirty (30)-day period, shall not constitute an event of default if corrective action is institu ted by Handler within the applicable period and diligently pursued until the failure is corrected; D. The admission by Handler of insolvency, bankruptcy or the inability of Handler to pay its debts as they mature, or the making of an assig nment for the benefit of creditors, or any other act of insolvency, bankruptcy or assignment which r enders Handler incapable of performing the Handling Services in accordance with the terms and conditions of the Agreement to the extent as may be permitted by law; E. The termination, for whatever reason, of Handler's agreement for Handling Services with Air Carrier(s) operating at Licensed Premises; F. Pursuant to Section 3.03 of this Equipment Access A greement, the termination, for whatever reason, of any license, permit or other qu alification required of Handler to perform Handling Services at Airport. G. Failure to keep or carry insurance in force as requ ired by this Equipment Access Agreement. SECTION 10.02 - Consequences of Default A. Upon the occurrence and continuation of any even t of default, STAC, to the extent permitted by law, may declare Handler in default of this Equipment Access Agreement. STAC will notify Handler in writing of the default and i ts intention to invoke any or all of the remedies available hereunder unless such default is cured to STAC’s sole satisfaction within five (5) business days from the receipt of such notice by Ha ndler. Any such decision by STAC will be final and effective after the cure period as defined here in has expired. Upon the giving of such notice as provided herein, STAC may invoke any or all of the following remedies: (i) The right to terminate this Equipment Access Agreem ent and exclude Handler from the access to and use of any or all of the Aer onautical Equipment; (ii) The right of specific performance, an injunction, o r any other appropriate equitable remedy; or (iii)The right to money damages. B. Handler shall be liable for any outstanding obli gations, and all costs associated with the AIRLINE REVISED DRAFT 2/1/2017 Equipment Lease and Use Agreement Revised Draft Seattle-Tacoma Airline Consortium, LLC Page 77 collection of any delinquent payments including but not limited to attorney's fees. SECTION 10.03 - Non-Exclusivity; Waivers; Remedies Cumulative The remedies under the terms of this Equipment Acce ss Agreement are not intended to be exclusive of any other remedies provided, but each and every such remedy will be cumulative and will be in addition to any other remedies, existing now or hereafter, at law, in equity or by statute. The failure of either party to demand strict perfor mance of the terms of this Equipment Access Agreement shall not constitute a waiver thereof or on the right to insist on such performance. ARTICLE XII GENERAL CONDITIONS SECTION 11.01 - Incorporation of Recitals The recitals referenced herein and attached hereto are hereby made a part of this Equipment Access Agreement. SECTION 11.02 - Representatives Handler shall designate and identify at the time of execution of this Equipment Access Agreement its named representative who shall consti tute the point of receipt for all communications relating to this Equipment Access Ag reement unless otherwise provided for herein. For purposes of this Equipment Access Agree ment, the Consortium Manager or its successor shall represent STAC in all matters relat ing to this Equipment Access Agreement and shall constitute the point of receipt of all commun ications, unless expressly specified otherwise by STAC. In all provisions of this Equipment Access Ag reement in which STAC's written approval or consent is required such approval or consent sha ll be that of the Consortium Manager unless notified in writing by STAC otherwise. SECTION 11.03 - Notices Except as otherwise provided in this Equipment Acce ss Agreement, any notice, demand, or other correspondence given under this Equipment Access Agreement shall be in writing and given by delivering the notice in person or by comm ercial courier, or by sending it by first-class mail, certified mail, return receipt requested with postage prepaid, or by overnight commercial express mail, or by facsimile to: STAC: Seattle-Tacoma Airline Consortium, LLC. ______________________________________ AIRLINE REVISED DRAFT 2/1/2017 Equipment Lease and Use Agreement Revised Draft Seattle-Tacoma Airline Consortium, LLC Page 78 Seattle, WA__________ Facsimile No. ______________ HANDLER: Company Name Address City, State Zip Facsimile No. or to such other address as either STAC or Handler may designate as its new address for such purpose by notice given to the other in accordance with this Section. Any notice hereunder shall be deemed to have been given and received two (2) d ays after the date when it is mailed, if sent by first-class, certified mail, one day after the d ate when it is mailed if sent by overnight express mail, upon the date personal delivery is made, or u pon the date on which the facsimile copy is transmitted, provided, that such transmission is re ceived on a business day between the hours of 8:00 a.m. and 5:00 p.m., and if not so received, th en as of 8:00 a.m. on the next business day. SECTION 11.04 - Successors and Assigns Each and all of the conditions and covenants of thi s Equipment Access Agreement shall extend to and bind and inure to the benefit of STAC and Handler, and the legal representatives, successors and assigns of either or both of them. SECTION 11.05 - Sublicensing and Assignment by STAC Handler shall not assign, transfer or encumber its interest in this Equipment Access Agreement, either in whole or in part (any of the f oregoing actions referred to herein as a “Transfer”), without obtaining in advance the writt en consent of STAC, which consent shall not be unreasonably withheld or delayed. No consent to any Transfer shall constitute a further waiver of the provisions of this paragraph. SECTION 11.06 - Force Majeure In the event that either party hereto shall be dela yed or hindered in or prevented from the performance of any act required hereunder by reason of acts of God, strikes, lockouts, labor disputes, riots, war, acts of public enemies, earth quakes, actions of the elements or civil commotion, then performance of such act shall be ex cused for the period of the delay and the period for the performance of any such act shall be extended for a period equivalent to the period of such delay. The provisions of this Section shall not operate to excuse Handler from the timely payment of all sums due under this Equipment Access Agreement. SECTION 11.07 - Suspension AIRLINE REVISED DRAFT 2/1/2017 Equipment Lease and Use Agreement Revised Draft Seattle-Tacoma Airline Consortium, LLC Page 79 If Port’s operation of Airport or STAC’s or Handler 's operations at the Airport should be substantially restricted by action of any competent governmental authority with sovereignty over Port, either party hereto shall have the right, upo n written notice to the other, to a suspension of this Equipment Access Agreement. The provisions of this Section shall not operate to excuse Handler from the timely payment of all sums due und er this Equipment Access Agreement. SECTION 11.08 - Utilities; Waiver of Damages Handler hereby expressly waives any and all claims for damages arising or resulting from failures or interruptions of utility Handling Servi ces furnished by STAC or Port hereunder including but not limited to electricity, gas, wate r, plumbing, sewage, telephone, communications, or for the failure or interruption of any public or passenger conveniences. SECTION 11.09 - Third Party Rights Nothing contained herein will be deemed to create a ny contractual relationship between the Consortium Manager, the Maintenance Operator an d the Handler or any of its employees, agents, contractors and subcontractors of any tier, nor will anything contained in this Equipment Access Agreement be deemed to give any third party any claim or right of action against Port, STAC, the Consortium Manager, or the Maintenance Op erator which does not otherwise exist without regard to this Equipment Access Agreement. Nothing contained herein shall be construed as creating an agency relationship between STAC and Handler. Handler shall at all times be a licensee. SECTION 11.10 - No Joint Venture It is expressly agreed that STAC is not, in any way or for any purpose, a partner of Handler in the conduct of Handler’s business or a member of a joint enterprise with Handler, and does not assume any responsibility for Handler’s conduct or performance of this Equipment Access Agreement. SECTION 11.11 - Attorneys’ Fees In the event that Handler or STAC fails to perform any of its obligations under this Equipment Access Agreement or in the event a disput e arises concerning the meaning or interpretation of any provision of this Equipment A ccess Agreement, the defaulting party or the party not prevailing in such dispute, as the case m ay be, shall pay any and all costs and expenses incurred by the other party in enforcing or establi shing its rights hereunder (whether or not such action is prosecuted to judgment), including, witho ut limitation, court costs and reasonable attorneys’ fees. SECTION 11.12 - Survival of Indemnities AIRLINE REVISED DRAFT 2/1/2017 Equipment Lease and Use Agreement Revised Draft Seattle-Tacoma Airline Consortium, LLC Page 80 Expiration or termination of this Equipment Access Agreement shall not affect the right of either party to enforce any and all indemnities giv en or made to the other party under this Equipment Access Agreement, nor shall it effect any provision of this Equipment Access Agreement that expressly states it shall survive te rmination hereof. Each party hereto specifically acknowledges and agrees that, with respect to each of the indemnities contained in this Equipment Access Agreement, the indemnitor has an immediate a nd independent obligation to defend the indemnitees from any claim which actually or potent ially falls within the indemnity provision even if such allegation is or may be groundless, fraudul ent or false, which obligation arises at the time such claim is tendered to the indemnitor by the ind emnitee. SECTION 11.13 - No Additional Waiver Implied by One Waiver In the event any agreement contained in this Equipm ent Access Agreement is breached by any party and thereafter waived by the other party, such waiver shall be limited to the particular breach so waived and shall not be deemed to be a wa iver of any other breach hereunder. SECTION 11.14 - Severability In the event any covenant, phrase, clause, paragrap h, Article, Section, condition or provision herein contained is held to be invalid by any court of competent jurisdiction, then any invalidity of such covenant, phrase, clause, paragr aph, Article, Section, condition or provision shall in no way affect any other covenant, phrase, clause, paragraph, Article, Section, condition or provision herein contained, and such determination shall not invalidate or render this Equipment Access Agreement unenforceable. SECTION 11.15 - Amendments This Equipment Access Agreement contains all the ag reements of the parties and, except as expressly provided herein, cannot be further ame nded or modified except by written agreement signed by STAC and Handler. SECTION 11.16 - Execution in Counterparts This Equipment Access Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constit ute but one and the same instrument. THEREFORE, the parties by their authorized represen tatives have executed this Equipment Access Agreement on the dates provided below. Seattle-Tacoma Airline Consortium, LLC. Handler AIRLINE REVISED DRAFT 2/1/2017 Equipment Lease and Use Agreement Revised Draft Seattle-Tacoma Airline Consortium, LLC Page 81 By: By: Name: Name: Title: Title: Date: Date: AIRLINE REVISED DRAFT 2/1/2017 Equipment Lease and Use Agreement Revised Draft Seattle-Tacoma Airline Consortium, LLC Page 82 20172018+2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 Capital Costs Equipment Amortization# of Unit # of Unit COBUS 3000 (112 pax ramp bus) 7 13 $352,780 $780,690 $1, 443,376 $1,443,376 $1,443,376 $1,090,596 $1,090,596 $662,686 - - - - Resource Management Module for Inform 1 1 - $159,899 $159,899 $159,899 $159,899 $159 ,899 - - - - - - Mobile bus washing equipment 2 2 - $12,700 $12,700 $12,700 $12,700 $12,700 $ 12,700 $12,700 $12,700 $12,700 $12,700 - 400 Hz Mobile Units 4 4 - $25,400 $25,400 $25,400 $25,400 $25,400 $ 25,400 $25,400 $25,400 $25,400 $25,400 - PC Air Mobile Units 8 12 - $193,041 $294,353 $294,353 $294,353 $294 ,353 $294,353 $294,353 $294,353 $294,353 $294,353 $101,31 2 Widebody ADA Mobile Ramp 2 3 - $50,800 $77,461 $77,461 $77,461 $77,461 $ 77,461 $77,461 $77,461 $77,461 $77,461 $26,661 Narrowbody ADA Mobile Ramp 4 8 - $50,800 $104,122 $104,122 $104,122 $104, 122 $104,122 $104,122 $104,122 $104,122 $104,122 $53,322 Total Equipment Amortization $352,780 $1,273,331 $2,117,312 $2,117,312 $2,117,312 $1, 764,531 $1,604,633 $1,176,723 $514,037 $514,037 $514,037 $181,295 Wages and Salaries (1) Cobus Operators/Drivers (2)- - - - - - - - - - - - Landside Supervisors - - - - - - - - - - - - Hardstand Scheduling Services $124,588 $124,588 $124,588 $124,588 $124,588 $124,588 $12 4,588 $124,588 $124,588 $124,588 $124,588 $124,588 Maintenance Staff $108,175 $179,220 $179,220 $179,220 $179,220 $179,220 $17 9,220 $179,220 $179,220 $179,220 $179,220 $179,220 Total Wages and Salaries $232,763 $303,808 $303,808 $303,808 $303,808 $303,808 $30 3,808 $303,808 $303,808 $303,808 $303,808 $303,808 Equipment Maintenance and Repairs (1) COBUS 3000 (112 pax ramp bus) 7 13 $21,980 $40,820 $40,8 20 $40,820 $40,820 $40,820 $40,820 $40,820 $40,820 $40,820$40,820 $40,820 Mobile 400Hz Generators 4 4 $2,020 $2,020 $2,020 $2,020 $2 ,020 $2,020 $2,020 $2,020 $2,020 $2,020 $2,020 $2,020 Mobile PC Air Systems 8 12 $2,880 $4,320 $4,320 $4,320 $4, 320 $4,320 $4,320 $4,320 $4,320 $4,320 $4,320 $4,320 Mobile ADA Ramp, Wide body 2 3 $370 $555 $555 $555 $555 $55 5 $555 $555 $555 $555 $555 $555 Mobile ADA Ramp, Narrow body 4 8 $740 $1,480 $1,480 $1,48 0 $1,480 $1,480 $1,480 $1,480 $1,480 $1,480 $1,480 $1,480 Total Equipment Maintenance and Repairs $27,990 $49,195 $49,195 $49,195 $49,195 $49,195 $49,195 $4 9,195 $49,195 $49,195 $49,195 $49,195 Fuel Consumption for Ramp Support Equipment (2)Bus, Cobus 3000 - - - - - - - - - - - - Mobile 400Hz Generators - - - - - - - - - - - - Mobile PC Air Systems - - - - - - - - - - - - Mobile ADA Ramp, Wide body - - - - - - - - - - - - Mobile ADA Ramp, Narrow body - - - - - - - - - - - - Total Fuel Consumption $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Space Rental (3)- - - - - - - - - - - - Total Annual Aeronautical Equipment Use Fee (4)$613,533 $1,626,334 $2,470,315 $2,470,315 $2,470,315 $2, 117,535 $1,957,636 $1,529,726 $867,040 $867,040 $867,040 $534,298 Notes: (1) Assumed annual O&M growth rate of 3% (2) Effective 2017, Seattle-Tacoma Airline Consorti um will be responsible for fueling equipments, sect ion 3.012 (a) and Cobus Operators. (3) See section 3.02 (b) of the Equipment Lease and Use Agreement. (4) The Port shall establish an “Aeronautical Equip ment Use Fee” during the annual budget cycle. Annual Equipment Use Fee will be invoiced to t he Seattle-Tacoma Airline Consortium, LLC. on a mon thly basis. Capital costs of the equipments and operating e xpenses will be captured in the Airfield Apron Cost Center. Annual adjustment - see section 3.01 (a) of the Equipment Lease and Use Agreement. Aeronautical Equipment Use Fee revenues will be subtracted from the Airfield Apron Revenue Require ment. EXHIBIT G FEE SCHEDULE AIRLINE REVISED DRAFT 2/1/2017 Equipment Lease and Use Agreement Revised Draft Seattle-Tacoma Airline Consortium, LLC Page 83 EXHIBIT H MEMBER AGREEMENT Member Agreement Execution Copy Seattle Tacoma Airline Consortium, LLC Page i EXECUTION COPY SEATTLE TACOMA AIRLINE CONSORTIUM, LLC, A WASHINGTON LIMITED LIABILITY COMPANY MEMBER AGREEMENT Member Agreement Execution Copy Seattle Tacoma Airline Consortium, LLC Page ii TABLE OF CONTENTS ARTICLE 1. DEFINITIONS ............................ .......................................................................................................... 1 1.1 DEFINITIONS. ....................................................................................................................................................... 1 1.2 ARTICLE AND SECTION HEADINGS. GENDER AND REFERENCES. DEFINED TERMS. ............................................ 7 ARTICLE 2. FORMATION AND TERM ..................... ........................................................................................... 7 2.1 FORMATION................................................... ....................................................................................................... 7 2.2 NAME. .................................................................................................... .............................................................. 8 2.3 REGISTERED AGENT AND OFFICE. .................................................................................................... .................... 8 2.4 PRINCIPAL PLACE OF BUSINESS............................................................................................................................ 8 2.5 QUALIFICATION IN OTHER JURISDICTIONS. .................................................................................................... ...... 8 2.6 TERM...................................................................................................... .............................................................. 8 2.7 TERMINATION OF OPERATING AGREEMENT. .................................................................................................... .... 8 2.8 SURVIVAL OF CERTAIN PROVISIONS. ................................................................................................................... 8 2.9 LIQUIDATION................................................... ..................................................................................................... 9 ARTICLE 3. PURPOSES AND POWERS OF THE COMPANY ..... ..................................................................... 9 3.1 PURPOSES. .................................................................................................... ........................................................ 9 3.2 POWERS OF THE COMPANY. .................................................................................................... ............................. 9 3.3 MERGER OF THE COMPANY. .................................................................................................... ........................... 10 ARTICLE 4. ADMISSION OF INITIAL MEMBERS ........... ............................................................................... 10 4.1 ELECTION OF AIR CARRIER ON APPENDIX A TO BECOME MEMBER. .................................................................. 10 4.2 ELECTION OF AIR CARRIER TO BECOME ADDITIONAL MEMBER. ....................................................................... 10 ARTICLE 5. ADDITIONAL MEMBERS ..................... .......................................................................................... 11 5.1 ADMISSION OF ADDITIONAL MEMBERS. .................................................................................................... ......... 11 5.2 REQUIREMENTS. .................................................................................................... ............................................. 11 5.3 PROCEDURE...................................................................................................... .................................................. 12 5.4 ACCEPTANCE DATE. .................................................................................................... ....................................... 12 5.5 USAGE. .................................................................................................... ........................................................... 12 ARTICLE 6. CAPITAL CONTRIBUTIONS AND TAX MATTERS .. ................................................................ 13 ARTICLE 7. MEMBER INTERESTS ....................... ............................................................................................. 14 7.2 POWERS OF MEMBERS. .................................................................................................... ................................... 14 7.3 REIMBURSEMENTS. .................................................................................................... ........................................ 14 7.4 PARTITION. .................................................................................................... ..................................................... 14 7.5 TRANSFER VOID. .................................................................................................... ............................................ 14 7.6 EXCEPTION FOR TRANSFER TO SUBSIDIARY OR IN CONNECTION WITH MERGER. ............................................... 15 7.7 ASSOCIATED AIRLINES. .................................................................................................... .................................. 15 7.8 TERMINATION AS MEMBER UPON DEFAULT. .................................................................................................... . 15 7.9 TERMINATION OF INTEREST UPON MERGERS OR ACQUISITIONS. ........................................................................ 16 7.10 COMPANY’S INABILITY TO TERMINATE. ................................................. ................................................... ...... 16 ARTICLE 8. MANAGEMENT AND MEETINGS ................ ................................................................................ 16 8.1 MEMBER COMMITTEE. .................................................................................................... ................................... 16 8.2 MEETINGS. .................................................................................................... ..................................................... 17 8.3 CHAIRPERSON. .................................................................................................... ............................................... 19 8.4 CHAIRPERSON TO EXECUTE CONTRACTS. .................................................................................................... ...... 19 8.5 EXECUTIVE COMMITTEE. .................................................................................................... ............................... 19 8.6 OPERATIONS COMMITTEE. .................................................................................................... ............................. 21 8.7 MEMBERS' CONSENT. .................................................................................................... ..................................... 22 Member Agreement Execution Copy Seattle Tacoma Airline Consortium, LLC Page iii ARTICLE 9. BOOKS AND RECORDS .................................................................................................................. 22 9.1 BOOKS, RECORDS AND FINANCIAL STATEMENTS. .............................................................................................. 22 9.2 ACCOUNTING METHOD. ................................................. ................................................... ................................. 22 9.3 ANNUAL AUDIT. .................................................................................................... ............................................. 22 ARTICLE 10. ACCESS TO AERONAUTICAL EQUIPMENT, COMPA NY PROPERTY AND SERVICES .................................................. ................................................... ................................................................................ 22 10.1 USE. .................................................................................................... ............................................................. 22 10.2 NON-MEMBER USERS. .................................................................................................... ................................. 23 10.3 EQUIPMENT USE AGREEMENT. .................................................................................................... ..................... 23 10.4 HANDLERS. .................................................................................................... .................................................. 23 10.5 EQUIPMENT ACCESS AGREEMENT. ................................................. ................................................... ............... 23 10.6 ACCESS BY USERS. .................................................................................................... ....................................... 24 ARTICLE 11. CONSORTIUM MANAGER & STAC VENDORS ..... ................................................................. 24 11.1 CONSORTIUM MANAGER. .................................................................................................... ............................. 24 11.2 CONSORTIUM MANAGER RESPONSIBILITIES. .................................................................................................... 24 11.3 STAC VENDORS. .................................................................................................... ......................................... 24 11.4 STAC VENDOR RESPONSIBILITIES. .................................................................................................... .............. 25 11.5 PAYMENTS. .................................................................................................... .................................................. 25 ARTICLE 12. CALCULATION OF FEES AND CHARGES........ ....................................................................... 25 12.1 TOTAL CONSORTIUM CHARGE AND NET CONSORTIUM CHARGE. .................................................................... 25 12.2 LIABILITY FOR NET CONSORTIUM CHARGE AND EXTRAORDINARY COSTS. ..................................................... 26 12.3 TEMPORARY SHUTDOWN. ................................................. ................................................... ............................ 26 12.4 INVOICING. .................................................................................................... ................................................... 26 12.5 PAYMENTS. .................................................................................................... .................................................. 27 12.6 OPERATING RESERVE ACCOUNT. ................................................. ................................................... ................. 28 12.7 OPERATING RESERVE ACCOUNT CHARGE. .................................................................................................... ... 29 ARTICLE 13. DEFAULT ............................... .......................................................................................................... 29 13.1 EVENTS OF DEFAULT AND TERMINATION. ....................................................................................................... 29 13.2 CONSEQUENCES OF DEFAULT. .................................................................................................... ...................... 30 13.3 REIMBURSEMENT. .................................................................................................... ........................................ 31 13.4 COSTS. .................................................................................................... ......................................................... 31 ARTICLE 14. AERONAUTICAL EQUIPMENT; COMPANY PROPERT Y .................................................... 31 14.1 AERONAUTICAL EQUIPMENT. .................................................................................................... ....................... 31 14.2 COMPANY PROPERTY. .................................................................................................... .................................. 32 ARTICLE 15. LIABILITY, EXCULPATION AND INDEMNIFICAT ION ....................................................... 32 15.1 MEMBER LIABILITY. .................................................................................................... .................................... 32 15.2 COMPANY LIABILITIES. .................................................................................................... ................................ 32 15.3 EXCULPATION. .................................................................................................... ............................................. 33 15.4 FIDUCIARY DUTY. .................................................................................................... ........................................ 33 15.5 INDEMNIFICATION BY THE COMPANY. .................................................................................................... .......... 33 15.6 EXPENSES. .................................................................................................... .................................................... 34 15.7 INSURANCE. .................................................................................................... ................................................. 3 4 15.8 OUTSIDE BUSINESSES. .................................................................................................... .................................. 34 ARTICLE 16. WITHDRAWAL ............................ ................................................................................................... 34 16.1 CESSATION OF OPERATIONS. .................................................................................................... ........................ 35 16.2 WITHDRAWAL COMMITMENT AND DEPOSITS. .................................................................................................. 3 5 Member Agreement Execution Copy Seattle Tacoma Airline Consortium, LLC Page iv 16.3 TERMINATION. .................................................................................................... ............................................. 35 16.4 LIMITATION ON WITHDRAWAL................................................... ...................................................................... 35 ARTICLE 17. DISSOLUTION, LIQUIDATION AND TERMINATIO N ........................................................... 36 17.1 NO DISSOLUTION. .................................................................................................... ........................................ 36 17.2 EVENTS CAUSING DISSOLUTION. .................................................................................................... ................. 36 17.3 LIQUIDATION. .................................................................................................... ............................................... 36 17.4 TERMINATION. .................................................................................................... ............................................. 36 17.5 CLAIMS OF THE MEMBERS. .................................................................................................... .......................... 37 17.6 LIMITATIONS ON DISTRIBUTION. .................................................................................................... .................. 37 ARTICLE 18. MISCELLANEOUS ......................... ................................................................................................ 37 18.1 COVENANT TO SIGN DOCUMENTS. .................................................................................................... ............... 37 18.2 ATTORNEYS' FEES. .................................................................................................... ....................................... 37 18.3 NOTICES. .................................................................................................... ...................................................... 37 18.4 COUNTERPARTS. .................................................................................................... .......................................... 37 18.5 APPLICABLE LAW................................................... .......................................................................................... 38 18.6 NOT A PARTNERSHIP OR JOINT VENTURE. .................................................................................................... .... 38 18.7 AMENDMENTS. .................................................................................................... ............................................. 38 18.8 ASSIGNMENT. .................................................................................................... ............................................... 38 18.9 U.S. CURRENCY. .................................................................................................... .......................................... 38 18.10 ENTIRE AGREEMENT. .................................................................................................... ................................. 38 18.11 SEVERABILITY. .................................................................................................... ........................................... 39 18.12 FAILURE TO PURSUE REMEDIES. .................................................................................................... ................ 39 18.13 LIMITATION OF RIGHTS. .................................................................................................... ............................. 39 SCHEDULES Schedule A: Names and Notice Addresses of Members Schedule B: Voting Requirements Index Schedule C: Formulas for Calculation of Usage APPENDICES Appendix A: Air Carriers Invited To Become Members Member Agreement Execution Copy Seattle Tacoma Airline Consortium, LLC Page 1 SEATTLE TACOMA AIRLINES CONSORTIUM, LLC MEMBER AGREEMENT THIS MEMBER AGREEMENT ("Member Agreement") is made and entered into and effective as of the 1st day of January, 2017 (the “ Effective Date”) by and among the Members of the Seattle Tacoma Airline Consortium, LLC, a Washi ngton limited liability company (the “Company”, or “STAC”). WHEREAS, the Members have formed the Company to con duct certain operational, maintenance and management activities at the Seattl e-Tacoma International Airport (“Airport”) related to their respective airline operations as d etermined by the Members; and WHEREAS, the Company and the Port of Seattle (the “ Port”) intend to enter into an Operating Agreement pursuant to which the Port gran ts to the Company the right to engage in such activities; and WHEREAS, the Company and the Port may establish rea sonable and equitable policies, standards, and practices related to such activities ; and WHEREAS, the Company intends to engage a Consortium Manager and one or more STAC Vendors as necessary to conduct the business o f the Company; and WHEREAS, the Members desire to execute this Member Agreement among themselves to provide for the rights and duties of the Members as among themselves relating to: (i) the Company; (ii) the use, operation and maintenance of the Aero nautical Equipment, Company Property and Services; (iii) the allocation of costs and revenue s thereof; and (iv) other matters related to the foregoing. NOW, THEREFORE, in consideration of these premises and of the mutual covenants and agreements herein contained, the Members of the Com pany agree as follows: ARTICLE 1. DEFINITIONS 1.1 Definitions. All capitalized terms used but not otherwise define d in this Member Agreement shall have the respective meanings set forth below: “Acceptance Date” means the date on which an Air Ca rrier becomes an Additional Member pursuant to Article 5 herein. “Additional Member” means an Air Carrier that becom es a party to this Member Agreement after March 31, 2017 pursuant to Article 5. Member Agreement Execution Copy Seattle Tacoma Airline Consortium, LLC Page 2 “Aeronautical Equipment” means, collectively, any Port-owned equipment and systems licensed to be operated and maintained by the Company in accordance with the terms and conditions of this Agreement, and any Operating Agr eement entered into between the Port and the Company. “Affiliate” means any airline that has executed an Affiliate Operating Permit with the Port and Member. While designated an Affiliate, such Affiliate (a) shall have the same rights under this Agreement as Member; (b) shall be charged in the same manner and on the same basis as Member without payment of any Non-Member premiums; and (c) shall not be count ed as a separate air transportation company from Member for purposes of allocating the per capita portion (if applicable) of any cost allocation form ula, but such Affiliate’s activity shall be counted as activ ity of Member for purposes of any activity-based co st allocation formulas. “Air Carrier” means an “air carrier” or “foreign ai r carrier” as such terms are defined in 49 U.S.C. § 40102, as amended, or any successor pro vision thereto, and which is operating at the Airport. “Airport” means the realty and improvements general ly known and designated as the "Seattle-Tacoma International Airport." The improvements on the realty consist of the runways, aircraft taxiways and parking aprons, the passenger and freight terminal buildings, hangars, vehicle roadways and parking facilities, and all other impr ovements on such realty. The term "Airport" shall also include any adjacent or nearby realty he reafter acquired for purposes of the Airport by the Port and all improvements hereafter constructed on such realty. “Associated Airline” means any Air Carrier designat ed as such by the Member Committee, as set forth in Section 7.7 of this Member Agreemen t. “Auditor” means the accounting firm that may be sel ected by a Majority-In-Interest of the Member Committee to audit the financial records of the Company. "Business Day" means any day other than Saturday, S unday, or legal holidays in Seattle, Washington. “Capital Contribution” means, with respect to any M ember, the aggregate amount of money contributed to the Company pursuant to Section 6.1 hereof with respect to such Member's Interest. “Certificate” means the Certificate of Organization of the Company and any and all amendments thereto and restatements thereof filed on behalf of the Company with the Washington Secretary of State. “Chairperson” means the Chairperson of the Member C ommittee appointed by the Member Committee in accordance with Section 8.3 of this Member Agreement. Member Agreement Execution Copy Seattle Tacoma Airline Consortium, LLC Page 3 “Company” means Seattle Tacoma Airline Consortium, LLC, a Washington limited liability company. “Company Property” means equipment and systems acqu ired subsequent to the Effective Date pursuant to the terms of this Member Agreement and owned or leased by the Company, other than the Aeronautical Equipment, and used by the Co mpany or the Users in their operations at the Airport. Company Property specifically excludes th e Aeronautical Equipment and any property owned or leased by an individual Air Carrier. “Consortium Manager” means a qualified independent contractor selected by the Company, with the approval of Port, to manage the various STAC Vendors, and who is delegated authority to act on behalf of the Company in exerci sing certain specified rights and obligations of the Company, including those arising under this Mem ber Agreement and the Operating Agreement, as more particularly described in the Co nsortium Manager Agreement. “Consortium Manager Agreement” means the profession al services agreement in effect from time to time between the Company and the Consortium Manager, which shall specify the Consortium Manager’s duties, responsibilities and c ompensation in accordance with Article 11 of this Member Agreement. "Contracting Carrier" means a Signatory Airline who contracts with another Air Carrier that is an Affiliate. “Covered Person” means a Member, any Affiliate of a Member, any Associated Airline of a Member, any officers, directors, managers, trustees, members, shareholders, partners, employees, representatives or agents of a Member, o r their respective Affiliates or Associated Airlines, or any employee or agent or Consortium Ma nager of the Company or any of its affiliates, or any members of the Member Committee, the Executi ve Committee and the Operations Committee. “Effective Date” means the initial effective date o f this Member Agreement as set forth in the opening paragraph hereof. “Equipment Access Agreement” means an agreement bet ween a Handler and the Company, giving the Handler access to the Aeronautical Equipment, the Company Property and the Services on behalf of certain Users of the Airp ort. “Equipment Use Agreement” means the agreement betwe en the Company and any Non- Member User, desirous of using the Aeronautical Equipment, Company Property, and Services. Such Equipment Use Agreement shall contain the term s, obligations and restrictions upon such usage, and appropriate insurance and indemnificatio n provisions. “Executive Committee” means the subcommittee of the Member Committee, authorized by the Member Committee pursuant to Section 8.5 of this Member Agreement to manage the day- to-day operations of the Company. Member Agreement Execution Copy Seattle Tacoma Airline Consortium, LLC Page 4 “Extraordinary Cost” means a non-recurring expendit ure or obligation of the Company: (a) that is not a part of the normal and regular ongoing expense of operating the Aeronautical Equipment or Company Property; and (b) the cost of which is recovered in a manner and over a period determined by the Company. Extraordinary Co st shall not include the obligation of non- defaulting Members to provide funds to the Company in the event of a default by a Member. “Fiscal Year” means (i) the period commencing upon the formation of the Company and ending on December 31, and (ii) any subsequent twelve (12) month period. “Handler” means any person that: (i) executes an Eq uipment Access Agreement; and (ii) obtains all necessary approvals and permits from the Port to perform flight and passenger handling services for Users at the Airport. “Initial Member” means an Air Carrier who becomes a Member of the Company on or before the Effective Date pursuant to Section 4.1 hereof. “Interest” means a Member's interest in the Company in accordance with the provisions of this Member Agreement. “Majority-In-Interest" means, with respect to a vot e for or against any matter arising under or related to this Member Agreement, the votes of t hose Member Representatives of Members entitled to vote and not then in default collective ly representing: (a) more than fifty percent (50%) in number of the Members; and (b) more than fifty p ercent (50%) of the total Usage of the Members for the twelve months prior to the month in which the vote is taken. In the event that an action is to be taken and the vote required is not specified, a Majority-In-Interest shall be the vote required. "Managing Director" means the Managing Director, Av iation Division, of the Port or his/her successor. “Member” means each of the Initial Members and incl udes any Air Carrier admitted as an Additional Member pursuant to the provisions of this Member Agreement, in such Air Carrier’s capacity as a member of the Company, and "Members" means two (2) or more of such Air Carriers when acting in their capacities as members of the C ompany. "Member Agreement” means this Member Agreement, and all amendments or modifications thereto, among the Members of the Company. “Member Committee” means the committee established to manage the Company pursuant to this Member Agreement. “Member Representative” means the person appointed by a Member to be that Member’s representative on the Member Committee, as that person may be changed from time to time by the Member. Member Agreement Execution Copy Seattle Tacoma Airline Consortium, LLC Page 5 “Monthly Usage” means the average monthly Usage of the Member during the preceding twelve (12) months. “Net Consortium Charge” means the Total Consortium Charge minus any payments received from Non-Member Users and any other paymen ts received from persons other than Members for use of the Aeronautical Equipment, Comp any Property, the Services or otherwise. “Non-Member User” means an Air Carrier who is not a Member, who wishes to use the Aeronautical Equipment and the Company Property and who has executed an Equipment Use Agreement. “Operating Agreement” means an agreement between th e Company and the Port pursuant to which the Port grants to the Company the right to maintain, repair, or operate the Aeronautical Equipment and engage in defined activities at the A irport. “Operating Reserve Account” means the account estab lished by the Company pursuant to Section 12.6. “Port” means the Port of Seattle, a Washington muni cipal corporation. “Services” means those certain services that are de signated as the responsibility of the Company as may be modified from time to time upon m utual written agreement between the Company and the Port. “Signatory Airline” means any Air Carrier that has executed a Signatory Lease and Operating Agreement with the Port. “Signatory Lease and Operating Agreement” means the Port of Seattle, Seattle-Tacoma International Airport, 2013-2017, Signatory Lease and Operating Agreement, entered into between individual Air Carriers and the Port, as hereafter amended, restated, or supplemented from time to time. “STAC Vendor” means one or more vendors or service providers, engaged by the Company: (i) to maintain, repair, or operate the Aeronautical Equipment; (ii) to maintain, repair, or operate the Company Property; (iii) to provide t he Services; (iv) to procure and/or install replacement Aeronautical Equipment; (v) to procure parts for the Aeronautical Equipment; or (vi) to provide any other such services specified by the Company. “STAC Vendor Agreement” means an agreement in effec t from time to time between the Company and a STAC Vendor, which shall specify the STAC Vendor’s duties, responsibilities and compensation in accordance with Article 11 of t his Member Agreement. “Start-Up Costs” means all operational and non-oper ational costs of organizing the Company and the other business arrangements related to this Member Agreement and the Member Agreement Execution Copy Seattle Tacoma Airline Consortium, LLC Page 6 Operating Agreement; making the Aeronautical Equipm ent operational; acquiring or leasing Company Property; arranging for funding of the Oper ating Reserve Account, and preparing this Member Agreement and all agreements related to the Aeronautical Equipment, Company Property and Services, including attorneys' fees and expense s, and costs and expenses of other consultants that were incurred by or on behalf of any Member or the Company or any agent or consultant of either of them prior to the Effective Date and are reimbursable pursuant to the terms of this Member Agreement. “Subsidiary” means a company controlling or control led by a Member. Control, for purposes of this Agreement, means owning 51% or mor e of the voting rights of the company in question. “Super Majority-In-Interest” means, with respect to a vote for or against any matter arising under or related to this Member Agreement, the vote s of those Member Representatives of Members entitled to vote and not then in default th at collectively represent: (a) more than seventy- five percent (75%) in number of the Members; and (b ) more than seventy-five percent (75%) of the total Usage of the Members for the twelve month s prior to the month in which the vote is taken. “Total Consortium Charge” shall mean the sum of all charges, fees, costs, rents, and expenses incurred by the Company in relation to the organization, management, administration and operation of the Company, the use, maintenance, operation and management of the Aeronautical Equipment and Company Property, the pr ovision of the Services, and the lease or other acquisition costs related to Company Property . “Usage” means the usage of any Member as determined in accordance with Schedule C to this Member Agreement, as Schedule C may be amended from time to time by a Super Majority- In-Interest. “User" means any Member or Non-Member User that use s the Aeronautical Equipment, Company Property and Services in connection with air transportation. “Vice Chairperson” means the Vice Chairperson of th e Member Committee appointed by the Member Committee in accordance with Section 8.3 of this Member Agreement. “Withdrawal Commitment” has the meaning ascribed to that term in Section 16.2 herein. “Withdrawal Date” means the date when a Majority-In-Interest approves of the withdrawal of a Member from this Member Agreement, if such app roval is necessary; and, if not, then the date specified when the Withdrawing Member gives written notice to the Company of its withdrawal (which date shall be the last day of a calendar mon th and may not be earlier than the date of such notice), subject to the satisfaction of all the con ditions to withdrawal specified in Article 16 hereo f. “Withdrawal Deposits” has the meaning ascribed to t hat term in Section 16.2 herein. Member Agreement Execution Copy Seattle Tacoma Airline Consortium, LLC Page 7 “Withdrawing Member” means any Member that has with drawn from this Member Agreement pursuant to Article 16 herein. 1.2 Article and Section Headings. Gender and Referenc es. Defined Terms. The headings or titles of the several articles and sections hereof and the table of contents appended hereto shall be solely for convenience of reference and shall not affect the meaning, construction or effect hereof, and words of any gen der shall be deemed and construed to include all genders. Unless otherwise indicated, all refer ences herein to "Article", "Section" and other subdivisions or clauses are to the corresponding ar ticles, sections, subdivisions or clauses hereof; and the words 'hereby”, "herein", "hereof", "hereto ", "herewith", "hereunder" and other words of similar import refer to this Member Agreement as a whole and not to any particular article, section, subdivision or clause hereof. The terms defined he rein shall include the plural as well as the singular and the singular as well as the plural. E xcept as otherwise indicated, all the agreements or instruments herein defined shall mean such agree ments or instruments as the same may from time to time be supplemented or amended or the term s thereof waived or modified to the extent permitted by, and in accordance with, the terms the reof. References to statutes, sections or regulations are to be construed as including all st atutory or regulatory provisions consolidating, amending, replacing, succeeding or supplementing th e statute, section or regulation referred to. References herein to “day” or “days” shall mean cal endar day or days, and if any event is scheduled or required to occur on a day which is not a Busine ss Day in Seattle, Washington, then the event shall be scheduled or required to occur on the next following Business Day in Seattle, Washington. The words "including,' "includes' and "include" sha ll be deemed to be followed by the words "without limitation" or "but not limited to" or wor ds of similar import. References to a person include any individual, corporation, association, p artnership, joint venture, trust, estate, limited liability company, or other legal entity or organiz ation, and such person's successors and permitted assigns. ARTICLE 2. FORMATION AND TERM 2.1 Formation. (a) The Members hereby form the Company as a limite d liability company under and pursuant to the laws of the State of Washington and agree that the rights, duties and liabilities of the Members shall be as provided herein. (b) Upon the execution of this Member Agreement or a counterpart of this Member Agreement and the fulfillment of the requirements o f Section 4.1, the Initial Members shall be deemed admitted as Members of the Company. (c) The name and mailing address of each Member sha ll be listed on Schedule A attached hereto. The Members shall be required to update Schedule A from time to time as necessary to accurately reflect the information therein. Any amendment or revision to Schedule A made in accordance with this Member Agreement sha ll not be deemed an amendment to this Member Agreement. Any reference in this Member Agreement to Schedule A shall be deemed to be a reference to Schedule A as amended and in effect from time to time. Member Agreement Execution Copy Seattle Tacoma Airline Consortium, LLC Page 8 2.2 Name. The name of the Company formed hereby is Seattle Ta coma Airline Consortium, LLC. The business of the Company may be conducted, upon comp liance with all applicable laws, under any other name designated by the Members. 2.3 Registered Agent and Office. At any time, the Members may designate a registered agent and/or registered office. 2.4 Principal Place of Business. The principal place of business of the Company shal l be at Seattle International Airport, Seattle, WA at the following address: 17801 Interna tional Blvd., Seattle, WA 98158. The Members may change the location of the Company’s pr incipal place of business at any time after providing the Members and Port prior written notice of same. 2.5 Qualification in Other Jurisdictions. The Members shall cause the Company to be qualified , formed or registered under assumed or fictitious name statutes, foreign entity statute s, or similar laws in any jurisdiction in which the Company transacts business as required by such laws . The Chairperson or Vice Chairperson of the Member Committee, as an authorized person, shall ex ecute, deliver and file any certificates (and any amendments and/or restatements thereof) necessa ry for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business. 2.6 Term. (a) The term of the Company shall commence on the d ate the Certificate is filed with the Washington Secretary of State. The Company sha ll have perpetual existence, unless the Company is dissolved in accordance with the provisi ons of this Member Agreement. (b) This Member Agreement shall become legally bind ing upon the Company and each Member as of January 1, 2017 and shall continue in effect, and may not be terminated (i) during the term of the Operating Agreement, including any extension or renewal thereof; (ii) so long as any payment obligations of a Member to the Company or to another Member hereunder are outstanding; or (iii) so long as any debts or liabi lities of the Company remain unsatisfied. 2.7 Termination of Operating Agreement. If the Operating Agreement is terminated, this Memb er Agreement may be terminated at any time by the Members which constitute a Majority -In-Interest, subject, however to the limitations in Section 2.6 above and Section 2.8 be low. 2.8 Survival of Certain Provisions. Articles 10, 12, 13, 15, 16 and 17, and the respons ibilities, liabilities and obligations of a Member under the provisions of Section 7.8, shall s urvive the termination of this Member Agreement as to any one or as to all Members for ev ents occurring prior to the termination. Member Agreement Execution Copy Seattle Tacoma Airline Consortium, LLC Page 9 2.9 Liquidation. Upon termination, the Company may be liquidated in accordance with this Member Agreement. ARTICLE 3. PURPOSES AND POWERS OF THE COMPANY 3.1 Purposes. (a) The Company is formed to engage in any lawful a ct or activity for which limited liability companies may be formed under Washington State Law. (b) In fulfilling its functions, the Company shall not operate to derive a financial profit from providing services to Members or non-Members; provided that nothing herein stated, omitted or implied shall preclude or prohibit the Company f rom charging Non-Member Users fees that are in excess of the fees and charges payable by Member s. To this end, monies received by the Company from its Members for ordinary operations sh all be sufficient only to fulfill the Members' obligations resulting from the Company's ordinary o perations. Any amounts received for ordinary operations that are in excess of the Members' annua l obligations for ordinary operations shall be credited to the current Members not then in default pro rata in accordance with each Member’s Usage for the previous twelve months. Monies recei ved by the Company from its Members for extraordinary items, such as capital improvements s hall be sufficient only to fund the cost of such extraordinary items, and any excess shall be refund ed to the current Members not then in default, pro rata in accordance with each Member’s contribut ion, either (at the sole discretion of the Member Committee) in cash or through a credit to th e Members. 3.2 Powers of the Company. Subject to Article 8, the Company shall have the po wer and authority, and is authorized, to take any and all actions necessary, appropriate, pr oper, advisable, incidental or convenient to or for the furtherance of the purposes set forth in Se ction 3.1, including the power, authority and authorization: (a) To conduct its business, carry on its operation s to have and exercise the powers granted to a limited liability company by the State of Washington in any state, territory, district or possession of the United States, or in any foreign country that may be necessary, convenient or incidental to the accomplishment of the purposes of the Company; (b) To acquire Company Property by purchase, lease, contribution of property or otherwise; (c) To enter into, perform and carry out contracts of any kind, including contracts with any Member, any Affiliate thereof, or any agent of the Company necessary to, in connection with, convenient to, or incidental to the accomplishment of the purposes of the Company; (d) To sue and be sued, complain and defend, and pa rticipate in administrative or other proceedings, in its name; Member Agreement Execution Copy Seattle Tacoma Airline Consortium, LLC Page 10 (e) To appoint employees, officers and agents of t he Company, establish their offices and titles, and define their power, authority and d uties and fix their compensation; (f) To indemnify any person and to obtain any and a ll types of insurance; (g) To cease its activities and cancel its Certific ate; (h) To negotiate, enter into, renegotiate, extend, renew, terminate, modify, amend, waive, execute, acknowledge or take any other actio n with respect to any lease, contract or security agreement in respect of any assets or obli gations of the Company; (i) To borrow money and issue evidences of indebted ness and guaranties, and to secure the same by a mortgage, pledge or other lien on the assets of the Company; (j) To pay, collect, compromise, litigate, arbitrat e or otherwise adjust or settle any and all other claims or demands of or against the Compa ny or to hold such proceeds against the payment of contingent liabilities; (k) To perform any other action that the Member C ommittee determines is necessary, convenient or incidental to the accomplishment of t he purposes of the Company; and (l) To make, execute, acknowledge and file any and all documents or instruments necessary, convenient or incidental to the accompli shment of the purposes of the Company. 3.3 Merger of the Company. The Company may merge with, or consolidate or conve rt into, another company or other business entity, upon the approval of a Super Major ity-In-Interest. ARTICLE 4. ADMISSION OF INITIAL MEMBERS 4.1 Election of Air Carrier on Appendix A To Become Mem ber. Air Carriers on Appendix A have been invited to become Initial Members of the Company and given the opportunity to become Members of the Company on or before January 1, 2017 by executing a copy of this Member Agreement. In addi tion, each such Air Carrier shall pay a discounted membership fee of $10,000, which represents the mem bership fee of $20,000 discounted 50% in recognition of each such Air Carr ier’s assumption of the responsibilities for formation of the Company, arranging for debt relate d to Start-Up Costs and timely return of the signed Member Agreement. Any Air Carrier on Append ix A that elects to become a Member after March 31, 2017 shall pay the entire $20,000 members hip fee and execute a copy of this Member Agreement. Any Air Carrier, including those listed on Appendix A, that elects to become a Member after March 31, 2017 shall become an Additio nal Member in accordance with Section 4.2 below. 4.2 Election of Air Carrier To Become Additional Member . Member Agreement Execution Copy Seattle Tacoma Airline Consortium, LLC Page 11 Air Carriers who elect to become Members after Marc h 31, 2017 shall have the opportunity to become Additional Members of the Company in acco rdance with Article 5 of this Member Agreement. Each such Air Carrier shall pay a membe rship fee of $20,000. Such membership fee may be escalated annually, by the affirmative vote of a Majority-In-Interest, effective on each anniversary of the Effective Date, to equal an amou nt not to exceed the product of $20,000 and a fraction, the numerator of which is the CPI (as def ined below) published immediately prior to such anniversary, and the denominator of which is the CP I published immediately prior to the Effective Date. As used herein, the term “CPI” means the Con sumer Price Index/All Urban Consumers – U.S. City Average (All Items – 1982-84 = 100) publi shed by the U.S. Bureau of Labor Statistics, or if such index is not available or discontinued, such other index as is reasonably determined by the Member Committee. 4.3 Member Security Deposit A security deposit may be required of Members if so determined by the affirmative vote of a Majority-In-Interest. ARTICLE 5. ADDITIONAL MEMBERS 5.1 Admission of Additional Members. Admission of an Air Carrier as an Additional Member of the Company shall be open to any Air Carrier with a reasonable history of credit worthiness, who is not already a Member, and has executed a Signatory Lease and Operating Agreem ent with the Port, subject to satisfaction of all requirements set forth in Section 5.2 below. 5.2 Requirements. In order to become an Additional Member, an Air Car rier must submit to the Company: (a) A written notice stating the requested Acceptance D ate; (b) A copy of the fully executed signature page of the Signatory Lease and Operating Agreement between the Port and Air Carrier; (c) A statement providing a schedule of operations, est imated enplanements and the square feet of any leaseholds at the Airport for th e twelve month period following the requested Acceptance Date; (d) An executed counterpart copy of this Member Agreeme nt; (e) The payment of amounts as specified by the Comp any pursuant to Section 5.3 below. Further, the Air Carrier must have been determined by the Company as being creditworthy, and of such reputation and status in keeping with the natu re or class of Members. For purposes of this paragraph, an Air Carrier may be determined to be n ot creditworthy if such Air Carrier: Member Agreement Execution Copy Seattle Tacoma Airline Consortium, LLC Page 12 (i) has been in default under any agreement with Port i n the past eighteen (18) months; or (ii) failed to make payments in a timely fashion to Port or the Company; or (iii) has been in default under any agreement with other airports in the past eighteen (18) months; or (iv) is otherwise unable to demonstrate an ability to pa y fees projected hereunder or cannot provide a security deposit, if required. 5.3 Procedure. (a) If the material submitted pursuant to Section 5 .2 is found by the Company to comply with Article 5, then the Company shall provi de a notice of eligibility to the requesting Air Carrier along with: (i) an execution copy of the Member Agreement; (ii) a written statement of the requirements for me mbership; (iii) a written statement of the fees and other pay ments required for membership, consistent with Article 4 hereof; (iv) and such other documents for signature as may reasonably be required. (b) The Air Carrier shall have thirty (30) calendar days from the date of the notice in which to return all required signed documents and p ayments. (c) If all the requirements outlined in the notice from the Company are appropriately fulfilled within thirty (30) calendar days, the req uesting Air Carrier shall become an Additional Member on the Acceptance Date and thereafter shall have the same rights and obligations under this Member Agreement as all other Members. (d) The Company shall reissue Schedule A to all Mem bers upon the admission of any Additional Member. 5.4 Acceptance Date. The Acceptance Date for any Additional Member shall be the first day of the month (commencing at 12:01 a.m. Seattle time) following the date the Additional Member is notified by the Company that all required signed documents and payments hav e been received. 5.5 Usage. For purposes of computing Majority-In-Interest and Super Majority-In-Interest for the first twelve (12) months following the Acceptance Date, the Usag e of an Additional Member shall be the Member Agreement Execution Copy Seattle Tacoma Airline Consortium, LLC Page 13 greater of: (a) the Usage estimated by the Company for the Additional Member based on the information submitted pursuant to Section 5.2 abov e; or (b) the actual Usage, if available, pro- rated as necessary. ARTICLE 6. CAPITAL CONTRIBUTIONS AND TAX MATTERS 6.1 Capital Contributions. (a) Concurrently with becoming a Member, each Member mu st contribute to the capital of the Company the membership fee amount se t forth in Articles 4 and 5. (b) Initial Members must also contribute to the capital of the Company, in accordance with Section 12.6, amounts necessary to fund the Op erating Reserve Account. (c) In addition to the payment of a membership fee, an Additional Member must also contribute to the capital of the Company to fund it s pro-rata share of the Operating Reserve Account based on the ratio of such Additional Membe r’s estimated Usage, as determined by the Company, to the Usage of all other Members. (d) The pro-rata share contribution to the capital of t he Company by an Additional Member, made in accordance with Section 6.1(c), may be refunded on a pro-rata share basis to all other Members if such refund is approved by the aff irmative vote of a Majority-In-Interest. (e) No Member shall be required to make any additional capital contribution to the Company unless such additional capital contribution is on a pro-rata basis and approved by the affirmative vote of a Majority-In-Interest. No Mem ber shall have any personal liability for the repayment of any Capital Contribution of any other Member. Notwithstanding the foregoing or any other provision of this Member Agreement, howev er, each Member shall be obligated to make all payments due and payable by such Member in conn ection with the Total Consortium Charge, repayment of debts or the funding of the Operating Reserve Account and to perform all obligations of such Member pursuant to the terms of this Member Agreement (f) Capital Contributions shall be returned to Members, if at all, only in accordance with Section 6.1(d) or upon dissolution of the Comp any in accordance with Article 17 and only to Members who are Members not in default under this M ember Agreement at the time of dissolution. 6.2 Status of Capital Contributions. (a) Upon withdrawal or termination of a Member unde r this Member Agreement, the amount of a Member’s Capital Contributions shall no t be returned to it, except for withdrawal or termination in connection with the dissolution of t he Company. (b) No Member shall receive any interest, salary or drawing with respect to its Capital Contributions or for services rendered to or on beh alf of the Company or otherwise in its capacity Member Agreement Execution Copy Seattle Tacoma Airline Consortium, LLC Page 14 as a Member, Member Representative, Chairperson or Vice Chairperson, or other officer, except as otherwise specifically provided in this Member A greement. 6.3 Tax Election. (a) The Company will elect to be taxed as a corpora tion by timely filing the properly completed forms with the Internal Revenue Service. (b) The Company shall give written notice to the Me mbers if such election is modified causing the Company to no longer be taxed as a corp oration. (c) When the Company files tax returns as a corpora tion: (i) all Federal, State and local taxes will be an expense of the Company; (ii) all s uch taxes will be included in the Total Consortium Charge; and (iii) each Member shall be l iable for its share of any and all such tax expense incurred by the Company, as determined in A rticle 12. (d) Company and Members will cooperate with one ano ther in providing information which may be reasonably required to fulfil each par ty’s tax filing requirements, including any information necessary to mitigate any such taxes or related tax withholdings. ARTICLE 7. MEMBER INTERESTS 7.1 Member’s Interest. A Member’s Interest in the Company shall be limited to the benefits such Member derives from the Company in accordance with this Member Agr eement. An individual Member has no specific Interest in, or ownership of, Company Prop erty. 7.2 Powers of Members. The Member Representatives, on behalf of the Member s, shall have the power to exercise any and all rights or powers granted to the Members pursuant to the express terms of this Member Agreement. 7.3 Reimbursements. Subject to proper documentation and prior approval of a Majority-in-Interest, the Company shall reimburse the Members for all ordinary and ne cessary out-of-pocket expenses incurred by the Members on behalf of the Company. Such reimbur sement shall be treated as an expense of the Company and shall not be deemed to constitute a distribution or return of capital to any Member. 7.4 Partition. To the fullest extent permitted by applicable law, each Member waives any and all rights that it may have to maintain an action for partitio n of the Company's Property. 7.5 Transfer Void. Member Agreement Execution Copy Seattle Tacoma Airline Consortium, LLC Page 15 A Member shall not sell, assign, transfer, pledge o r otherwise dispose of or encumber (collectively, for purposes of this Article 7, a "t ransfer") all or any part of its Interest in the Company to any Air Carrier or other person unless t he Company shall give its prior written consent to such transfer, which consent shall not be unreas onably withheld, delayed or conditioned. The Company may only approve such a transfer to an Air Carrier who is concurrently becoming a Member and a party to this Member Agreement in acco rdance with the terms and conditions of this Member Agreement. In approving or disapprovin g any request for transfer, the Company shall not discriminate against any one or more Memb er(s). 7.6 Exception for Transfer to Subsidiary or in Connecti on with Merger. Notwithstanding Section 7.5, a Member may transfer all or any part of its Interest in the Company, without first obtaining the Company's cons ent, to (i) a parent company of such Member, (ii) to a Subsidiary of such Member; or (iii) to an other corporation with which such Member merges, or into which such Member consolidates, if the transferee is concurrently becoming a Member and a party to this Member Agreement; provid ed that such parent company, Subsidiary or other corporation is not a Member of the Company immediately prior to the time of transfer. 7.7 Associated Airlines. Each Member shall have the right to request that th e Members consider an Air Carrier in which it has at least a 95% financial interest as a n Associated Airline. The Member shall provide the Member Committee with a written request to admi t the Air Carrier in question as an Associated Airline, along with evidence that the Member has at least a 95% financial interest in the Air Carrier. The Member Committee shall review the evidence of f inancial interest of the Member in the Air Carrier proposed as an Associated Airline, and if t he evidence is satisfactory, shall approve an Air Carrier as an Associated Airline. The Chairperson of the Member Committee shall advise the Consortium Manager and the Members of acceptance of any Air Carrier as an Associated Airline. Upon designation as an Associated Airline, the Air Carrier so designated shall have the same rights and obligations with respect to use of the Aeronaut ical Equipment, Company Property and Services as the Member with which it is associated. The Member with which it is associated shall be responsible for any liabilities incurred by the Associated Airline. Usage of the Associated Airline shall be included as Usage of the Member wi th which it is associated. Only the Member may vote. 7.8 Termination as Member Upon Default. Upon the occurrence of an Event of Default by a Mem ber under Section 13.1 of this Member Agreement, the Company has the right to terminate the Interest of such Member in t he Company in accordance with Section 13.2(b), effecti ve as of a date specified by the Company by written notice to such Member. From and after the occurrence of an Event of Default by a Member, such Member shall have no rights to vote as a Membe r, nor shall its Member Representative have any right to vote on the Member Committee. If its Member Representative is serving on the Executive Committee, its Member Representative shal l be removed from the Executive Committee. Such Member's Usage shall not be counte d, individually or as part of aggregate Usage, respecting a Majority-In-Interest, a Super M ajority-In-Interest or otherwise in connection with any voting. Notwithstanding the foregoing, su ch Member shall not cease to be, and shall remain, a Member of the Company unless the Company elects to terminate such Member. Such Member Agreement Execution Copy Seattle Tacoma Airline Consortium, LLC Page 16 Member shall not be relieved of any of the responsi bilities, liabilities or obligations of a Member hereunder because of the occurrence of an Event of Default. If the Company elected to terminate such Member, such Member shall remain liable for al l of its obligations hereunder arising up to and including the effective date of its termination as a Member of the Company, and those obligations shall survive the termination of the Me mber under this Agreement. 7.9 Termination of Interest upon Mergers or Acquisition s. In the event of any merger, consolidation, conversi on, acquisition, or contractual arrangement as a result of which any Member becomes the beneficial owner of more than one Interest (whether directly or through control of on e or more other Members), the Company has the right to terminate Interests such that no Member ow ns, directly or through control of other Members, more than one Interest. Such Member shall remain liable for all of its obligations hereunder arising up to and including the effective date of any termination of any Interests in the Company. 7.10 Company’s Inability To Terminate. In the event that the Company has a right to termin ate a Member or a Member's Interest pursuant to this Article 7, but is prevented from d oing so, the Company may deliver written notice to that effect to the Member whose status as a Memb er or Interest in the Company would otherwise terminate whereupon all of such Member's Interest s hall become a non-voting Interest, and such Member shall not be entitled to vote as a Member or have its Member Representative sit on the Executive Committee, until such time as the Company is permitted to and does effect the termination. Such Member shall remain liable for a ll of its obligations hereunder arising up to and including the effective date of its termination as a Member of the Company. ARTICLE 8. MANAGEMENT AND MEETINGS 8.1 Member Committee. (a) Powers. The business and affairs of the Compa ny shall be conducted and managed through a Member Committee composed of one Member R epresentative appointed by each Member. A meeting of the Member Committee shall be the same as a meeting of the Members for purposes of satisfying any requirements of the laws of the State of Washington for meetings of members of limited liability companies. The Member Committee shall have the power and authority, acting in accordance with the procedures of this Article 8, to do or cause to be done any and all acts necessary, convenient or incidental to or for the furtherance of the purposes described in Section 3.1 of this Member Agreement, including all powers, statutory or otherwise, possessed by managers and/or members of a limited liability c ompany under the laws of the State of Washington. The Member Committee shall act on all m atters that are referred to in this Member Agreement to be done by (i) the Members; (ii) a Maj ority-In-Interest or Super Majority-In-Interest; (iii) a Majority-In-Interest or Super Majority-In-I nterest of the Member Representatives; or (iv) a Majority-In-Interest or Super Majority-In-Interest of the Members. (b) Appointment of Member Representatives. Each Mem ber Representative shall be a regular salaried employee of the Member appointing him or her unless the Member Committee Member Agreement Execution Copy Seattle Tacoma Airline Consortium, LLC Page 17 approves, in its sole discretion, appointment of a Member Representative who is not a regular salaried employee of such Member. Each Member shal l appoint its Member Representative in writing in a letter addressed to the Company and de livered to the Company at its address for notice in Section 2.4. Each Member may, in writing, desig nate one or more alternate Member Representatives who shall, if attending a Member Co mmittee meeting in the absence of the designated representative, have the full authority to vote and speak for the designating Member; provided however, only one such alternate represent ative may exercise the Member's rights at any meeting. Member Representatives and alternates sha ll serve until the Company receives written notice of the appointment of a new Member Represent ative or alternates from a Member. (c) Proxies. A Member Representative may give to a ny other Member Representative a proxy, in writing, provided that the Chairperson or Vice Chairperson, if presiding, of the Member Committee may refuse to recognize a proxy if there exist any indications of fraud or other material uncertainty about its terms. Any such proxy must b e submitted to and approved or disapproved by the Chairperson or Vice Chairperson, if presidin g, prior to the Member Committee meeting. 8.2 Meetings. Meetings of the Member Committee shall be held at l east annually at such time and place as determined by the Chairperson of the Member Comm ittee or requested by Member Representatives representing at least twenty-five p ercent (25%) of the Usage of all Members for the twelve (12) months prior to the month in which the request is made. A complete list of Members entitled to vote at any meeting of the Memb er Committee, arranged in alphabetical order showing the address of each such Member and the nam e of its Member Representative, shall be made available to any Member upon request. (a) Participation by Telephone. Member Representati ves may participate in a meeting of the Member Committee through use of conference tele phone or similar communication equipment so long as all representatives participating in suc h meeting can hear one another. (b) Action Without Meeting. Any action of the Memb er Committee may be taken without a meeting if Member Representatives constituting a Majority-In-Interest, Super Majority-In-Interest or all of the Member Representatives, as applicable to the subject action, consent in writing to such action after solicitations of such written consents have been provided to all Member Representatives by e-mail, facsimile or letter. Un less otherwise specified in this Member Agreement, any action of the Member Committee may b e taken if approved by a Majority-In- Interest. All written consent or consents shall be filed with the minutes of the proceedings of the Member Committee. (c) Notice. All notices of meetings of the Member Committee must be received by the Member Representatives at least ten (10) business d ays prior to the meeting. Notices sent by certified mail shall be deemed received on the date of delivery as indicated on the return receipt; notices sent by e-mail, or facsimile shall be deeme d received on the date transmitted, if transmitted prior to 4:00 p.m. time of recipient, otherwise on the next business day. Member Agreement Execution Copy Seattle Tacoma Airline Consortium, LLC Page 18 (d) Twenty-Day Notice Requirement. Notwithstanding Section 8.2(c), when any of the following items is to be the subject of a meeting of the Member Committee, at least twenty (20) business days prior notice is required: (i) Selection of STAC Vendors for the Aeronautical Equipment, the Company Property or the Services by competitive proposal or other procedure approved by a Majority-In-Interest; (ii) The approval of an agreement with a STAC Vendo r, or amendments thereto or termination thereof; (iii) The selection of a Consortium Manager; (iv) The approval of an agreement with a Consortium Manager, amendments thereto or termination thereof; (v) Approval of any non-budgeted single expenditure or obligation over One Hundred Thousand Dollars ($100,000); (vi) The determination if any non-budgeted single e xpenditure authorized by the Chairperson, the Executive Committee or the Member Committee should be deemed an Extraordinary Cost, and the allocation thereof amon g the Members; (vii) Approval of the terms and conditions of any general plan of financing that may be required relating to the Aeronautical Equipm ent, Company Property or the Operating Reserve Account; or (viii) Determination to dissolve the Company. (e) Waiver of Notice in Emergency. In case of an e mergency, the Chairperson of the Member Committee has the power to call a meeting of the Members without notice as required above; provided, that the Chairperson of the Member Committee uses his or her best efforts to give notice verbally or by e-mail or facsimile. (f) Form of Notice. Best business practices will b e used when transmitting notices of any meeting of the Member Committee and, therefore, suc h notices will include agendas, analyses, background material, ballots, etc. as appropriate f or the subject matter of the meeting. The notice of any meeting of the Member Committee shall be dir ected to the place and in the manner set forth in Section 18.3 herein. (g) Waiver of Notice. Any meeting of the Member Co mmittee, however called and noticed and whenever held, and the transaction of business at such meeting, shall be valid as though duly called, noticed and held if a quorum is present and if either before or after the meeting each of the persons entitled to vote, but not present, signs: ( i) a written waiver of notice; or (ii) a consent to Member Agreement Execution Copy Seattle Tacoma Airline Consortium, LLC Page 19 the holding of the meeting; or (iii) an approval of the minutes thereof. All such waivers, consents, or approvals shall be made a part of the minutes of the meetings. (h) Quorum. A quorum consists of Member Representa tives, or their alternates or assigned proxies, representing a Majority-In-Interest. (i) Voting. Other than as provided in Section 8.2(b), any action of the Member Committee shall be effective only if made at a properly called meet ing at which a quorum is present and upon the affirmative voice or hand vote of a Majority-In-Int erest or such other percentage as may be specifically provided for in this Member Agreement for a particular action. 8.3 Chairperson. A Majority-In-Interest of the Member Committee shal l elect a Chairperson and may elect a Vice Chairperson from among its representatives. Election shall be held annually and the term of the Chairperson and Vice Chairperson shall be on e year. Members may serve as Chairperson or Vice Chairperson for an unlimited number of cons ecutive terms. The Chairperson of the Member Committee shall preside at all meetings of t he Member Committee and in his or her absence the Vice Chairperson shall preside. In the absence of both the Chairperson and the Vice Chairperson, a meeting chairperson may be elected b y a Majority-In-Interest in attendance at the meeting. The Chairperson of the Member Committee s hall have the power and authority to authorize non-budgeted single expenditures or oblig ations by and on behalf of the Company of Twenty-Five Thousand Dollars ($25,000) or less with out the approval of the Member Committee; provided, however, if for any reason it is not prac tical to call for a vote of the Executive Committee for approval of a non-budgeted single expenditure o f Seventy-Five Thousand Dollars ($75,000) or less, the Chairperson may authorize such expenditur e if failure to take such immediate action would adversely impact the operational and/or finan cial well-being of the Company. Such authorized single expenditures shall be deemed Extr aordinary Costs, if an affirmative Majority- In-Interest determines that such expenditures shoul d not be included as a component of the Net Consortium Charge. 8.4 Chairperson to Execute Contracts. Each Member and the Company hereby authorizes and e mpowers the Chairperson of the Member Committee to execute and deliver, for and on behalf of the Member Committee and the Company, all documents contemplated herein, includi ng amendments and counterparts to this Member Agreement, accepting Additional Members, and /or any construction, service agreements, financing arrangements, guaranties and related agre ements, or other contracts authorized by a Majority-In-interest in accordance with the terms o f this Member Agreement. 8.5 Executive Committee. (a) Committee. An Executive Committee may be estab lished by a Majority-In-Interest of the Member Committee consisting of the Chairperson of the Member Committee, who shall also serve as Chairperson of the Executive Committee, an d a maximum of four (4) other Member Representatives elected by the Member Committee. T he term of the members of the Executive Member Agreement Execution Copy Seattle Tacoma Airline Consortium, LLC Page 20 Committee shall be the later of one year or until t heir successors are elected, unless removed by a Majority-In-Interest. (b) Appointment of Executive Committee Members. Ea ch Executive Committee member shall be the Member Representative appointed by the Member in Section 8.1(b). Member Representatives shall serve on the Executive Commit tee until the Company receives written notice of the appointment of a new Member Representative f rom a Member. Upon receipt of such notice, the Member Committee will convene to elect a new Me mber Representative to the vacant position on the Executive Committee. (c) Authority. The Executive Committee, subject to control of the Member Committee, shall be delegated responsibility for the day-to-day management and operation of the Company, the Aeronautical Equipment, Company Property and Se rvices. It shall perform such other duties as are delegated and assigned to the Executive Comm ittee from time to time by the Member Committee. The Executive Committee shall have the p ower and authority to authorize non- budgeted single expenditures or obligations by and on behalf of the Company of One Hundred Thousand Dollars ($100,000) or less without the app roval of the Member Committee. The Executive Committee shall in no event have any auth ority greater than the Member Committee or be authorized to take any actions that the Member C ommittee could not take. (d) Quorum and Voting. A quorum for the transactio n of business at a regular or special meeting of the Executive Committee shall consist of a majority of the members of the Executive Committee. The act of at least a majority of the m embers of the Executive Committee shall constitute the act of the Executive Committee. (e) Meetings. The Chairperson of the Executive Com mittee, or members of the Executive Committee constituting at least one-third of the members of such Executive Committee, may call meetings of the Executive Committee. Notice must b e given in accordance with the procedures to be established by the Executive Committee. (f) Participation by Telephone. Members of the Exe cutive Committee may participate in a meeting of the Executive Committee through use of conference telephone or similar communication equipment, so long as all members par ticipating in such meeting can hear one another. (g) Waiver of Notice. Any meeting of the Executive Committee, however called and noticed and whenever held, and the transaction of business at such meeting, shall be as valid as though had at a meeting duly called, noticed, and held if a quoru m is present and if either before or after the meeting each of the persons on the Executive Commit tee entitled to vote but not present signs: (i) a written waiver of notice; or (ii) a written c onsent to the holding of the meeting; or (iii) an approval of the minutes thereof. All such waivers, consents, or approvals must be made a part of the minutes of the meetings. (h) Action Without a Meeting. Any action to be tak en by the Executive Committee may be taken without a meeting if all members of the Executive Committee consent in writing to such Member Agreement Execution Copy Seattle Tacoma Airline Consortium, LLC Page 21 action. Such written consent(s) shall be filed wit h the minutes of proceedings of the Executive Committee. 8.6 Operations Committee. (a) Committee. An Operations Committee shall be es tablished by a Majority-In-Interest of the Member Committee. The Operations Committee shall consist of the Chairperson of the Member Committee, who shall also serve as Chairpers on of the Operations Committee, and a local representative appointed by each Member. Each loca l Member representative on the Operations Committee shall serve until his or her successor is appointed. (b) Authority. The Operations Committee, subject t o control of the Member Committee and the Executive Committee, shall be delegated res ponsibility for resolving any day-to-day operational concerns at the Airport. It shall perf orm such other duties as may be delegated to it by the Executive Committee or the Member Committee. Th e Operations Committee may make recommendations to the Executive Committee or the M ember Committee, but it shall have no authority to authorize expenditures or to commit an y funds of the Company. (c) Quorum and Voting. A quorum for the transactio n of business at a regular or special meeting of the Operations Committee shall consist o f representatives constituting at least a Majority-In-Interest of the Members. The act of at least a Majority-In-Interest of the Members, so long as a quorum is in attendance, shall constitute the act of the Operations Committee. (d) Meetings. Meetings of the Operations Committee may be called by the Chairperson of the Operations Committee or representatives on the Operations Committee constituting at least one-third of the representatives. Notice must be g iven in accordance with the procedures to be established by the Operations Committee. (e) Participation by Telephone. Representatives on the Operations Committee may participate in a meeting of the Operations Committee through use of conference telephone or similar communication equipment, so long as all rep resentatives participating in such meeting can hear one another. (f) Waiver of Notice. Any meeting of the Operation s Committee, however called and noticed and whenever held, and the transaction of business at such meeting, shall be as valid as though had at a meeting duly called, noticed, and h eld if a quorum is present and if either before or after the meeting each of the representatives on the Operations Committee entitled to vote but not present signs: (i) a written waiver of notice; or (ii) a written consent to the holding of the meeting; or (iii) an approval of the minutes thereo f. All such waivers, consents, or approvals must be made a part of the minutes of the meetings. (g) Action Without a Meeting. Any action to be tak en by the Operations Committee may be taken without a meeting if all representatives on the Operations Committee consent in writing to such action. Such written consent(s) shall be f iled with the minutes of proceedings of the Operations Committee. Member Agreement Execution Copy Seattle Tacoma Airline Consortium, LLC Page 22 8.7 Members' Consent. Each of the Members, by signing this Member Agreeme nt, specifically consents to the authority given herein to the Member Committee, the Executive Committee, the Operations Committee and the Chairperson and Vice Chairperson and hereby certifies (and upon request of the Company shall promptly deliver further assuranc e of its certification) that the persons designated from time to time by such Member as a Me mber Representative and as a representative on the Operations Committee are duly authorized to act for and on behalf of such Member. ARTICLE 9. BOOKS AND RECORDS 9.1 Books, Records and Financial Statements. (a) At all times during the continuance of the Comp any, the Company shall maintain, at its principal place of business, separate books of acco unt for the Company that shall show a true and accurate record of all costs and expenses incurred, all charges made, all credits made and received and all income derived in connection with the operation of the Company’s business in accordance with generally accepted accounting princ iples consistently applied, and, to the extent inconsistent therewith, in accordance with this Mem ber Agreement. Such books of account, together with a copy of this Member Agreement and o f the Certificate, shall at all times be maintained at the principal place of business of th e Company and shall be open to inspection and examination at reasonable times by each Member and its duly authorized representative for any purpose reasonably related to such Member's Interes t. (b) The Members shall prepare and maintain, or caus e to be prepared and maintained, the books of account of the Company. The Company shall prepare and file, or cause to be prepared and filed, all applicable federal and state tax ret urns. 9.2 Accounting Method. For both financial and tax reporting purposes, the books and records of the Company shall be kept on the accrual method of accounting applied in a consistent manner and shall reflect all Company transactions and be appropriate and adequat e for the Company's business. 9.3 Annual Audit. The financial statements of the Company may be audi ted annually by an independent certified public accountant, selected by the Compan y, with such audit to be accompanied by a report of such accountant containing its opinion. The cost of such audits will be an expense of the Company. A copy of any such audited financial stat ements and accountant's report will be made available for inspection by the Members. ARTICLE 10. ACCESS TO AERONAUTICAL EQUIPMENT, COMPANY PROPERTY AND SERVICES 10.1 Use. Member Agreement Execution Copy Seattle Tacoma Airline Consortium, LLC Page 23 The Aeronautical Equipment, Company Property and Se rvices shall be managed, maintained, and operated to provide for the handlin g of departing and arriving flights and passengers at such locations at the Airport as may be determined by the Company and the Port. The Members covenant and agree that the Company may establish standards and practices and, subject to the approval of the Managing Director, f ees for access to and the operation and maintenance of the Aeronautical Equipment, the Comp any Property, the Services and any other costs associated with the operations of the Company and the use of the Airport. The covenant and agreement of each Member set forth in this Section 10.1 shall survive any withdrawal by such Member from this Member Agreement. 10.2 Non-Member Users. The Company shall allow any Air Carrier who does no t become a party to this Member Agreement as a Member to use the Aeronautical Equip ment, the Company Property and Services for its flights and passengers upon execution by th at Air Carrier of the then-current Equipment Use Agreement. 10.3 Equipment Use Agreement. The Company shall, by the vote of a Majority-In-Int erest of the Members, approve from time to time the form of an Equipment Use Agreement , which shall be consistent with this Member Agreement, and which shall contain, inter alia, the terms and conditions governing use of the Aeronautical Equipment, Company Property, Services, deposits, use fees and charges, and indemnification and insurance provisions. The Equip ment Use Agreement shall provide that, so long as the Non-Member User abides by the terms of that agreement and pays the fees and charges provided therein, its access to and use of the Aero nautical Equipment, Company Property and Services otherwise shall be nondiscriminatory. The Company may approve separate forms of the Equipment Use Agreement for use of the Aeronautical Equipment, Company Property and Services. Notwithstanding anything to the contrary in this Member Agreement, the Company may charge fees to Non-Member Users which are greater t han those charged to Members. 10.4 Handlers. The Company may allow a Handler to access the Aeron autical Equipment, Company Property and Services to provide passenger and flig ht handling services, subject to the requirements of this Section 10.4. Each such Handl er: (a) must have entered into an agreement with a Member or a Non-Member User to provide handl ing services at those Airport locations where the Aeronautical Equipment, Company Property or Services may be situated; (b) must execute an Equipment Access Agreement; and (c) must comply with all of the terms and conditions of the Equipment Access Agreement. 10.5 Equipment Access Agreement. The Company shall, by the vote of a Majority-In-Int erest of the Members, approve from time to time the form of an Equipment Access Agreem ent, which shall be consistent with this Member Agreement, and which shall contain, inter al ia, the terms and conditions governing access to and use of the Aeronautical Equipment, Company P roperty, Services, Handler requirements, procedures and documentation, deposits, fees and ch arges, qualification and training, and indemnification and insurance provisions. Member Agreement Execution Copy Seattle Tacoma Airline Consortium, LLC Page 24 10.6 Access by Users. (a) Except as provided for herein with respect to a llocation of the Total Consortium Charge and otherwise as provided herein, access to the Aer onautical Equipment, Company Property and Services by all Members shall be on an equal and no ndiscriminatory basis, with no Members being afforded priority or preferential treatment over an other. (b) In the event of a dispute regarding access to t he Aeronautical Equipment, Company Property and Services, the Consortium Manager is au thorized to review and resolve the dispute, and will document such resolution by providing writ ten notice to all Members involved, with copies provided to the Executive Committee. In the event that the Members involved in the dispute do not accept or are otherwise unable to implement the resolution provided by the Consortium Manager within fifteen (15) calendar days of receiv ing written notice, the Executive Committee shall review and resolve the dispute within fifteen (15) calendar days of the dispute being submitted to the Executive Committee. A decision e videnced by written notice from the Executive Committee comprising 75% of the total Usage of the Members of the Executive Committee, which Usage shall be determined using the methodology set forth in Schedule C Section A, will be final. ARTICLE 11. CONSORTIUM MANAGER & STAC VENDORS 11.1 Consortium Manager. By the vote of a Majority-In-Interest of the Member s the Company shall approve the selection of a Consortium Manager. The Company sha ll, by the vote of a Majority-In-Interest of the Members, approve the form of the Consortium Man ager Agreement which shall be consistent with this Member Agreement. The Consortium Manager shall execute the Consortium Manager Agreement with the Company, which shall specify the Consortium Manager's duties, responsibilities and compensation, as well as the r ights and obligations of the Company and the Members with respect to the Consortium Manager. Ea ch Member hereby agrees to execute and/or deliver such documents, if any, as may be reasonabl y requested by the Company to confirm its individual obligation for payment of its share of t he Consortium Manager's fees. Payment of the Consortium Manager’s fees and expenses under the Co nsortium Manager Agreement shall be included as part of the Total Consortium Charge. 11.2 Consortium Manager Responsibilities. The Consortium Manager Agreement shall require the Consortium Manager to, inter alia, manage the STAC Vendors, to establish standards and practices for the operation and maintenance of the Aeronautical Equipment, Company Property and Services; to monitor and require compliance with this Member Agreement, the Equipmen t Use Agreements and the Equipment Access Agreements; to invoice, collect and pay moni es on behalf of the Company; to provide such bookkeeping, accounting, invoicing, filing of the C ompany’s tax returns and other reports to governmental bodies; and to perform such other serv ices as are necessary to accomplish the requirements of this Member Agreement, and to compl y with all applicable laws and this Member Agreement. 11.3 STAC Vendors. Member Agreement Execution Copy Seattle Tacoma Airline Consortium, LLC Page 25 The Company shall procure STAC Vendors to operate a nd maintain the Aeronautical Equipment, to operate and maintain the Company Prop erty, and to provide the Services. By the vote of a Majority-In-Interest of the Members, the Company shall approve the selection of STAC Vendors. The Company shall, by the vote of Majorit y-In-Interest of the Members, approve the form of the STAC Vendor Agreements. The selected S TAC Vendors shall execute agreements with the Company, which shall specify their respect ive duties, responsibilities and compensation, as well as the rights and obligations of the Compan y and the Members with respect to each STAC Vendor. The selected STAC Vendors shall also secur e all necessary approvals and permits from the Port, and failure to do so shall prohibit any s uch entity from entering into an agreement with the Company. Each Member hereby agrees to execute and/or deliver such documents, if any, as may be reasonably requested by the Company to confi rm its individual obligation for payment of its share of the STAC Vendors’ fees. Payment of th e STAC Vendors’ fees and expenses under the STAC Vendor Agreements shall be included as part of the Total Consortium Charge. 11.4 STAC Vendor Responsibilities. The STAC Vendor Agreements shall require the STAC V endors to, inter alia, maintain, operate and manage the Aeronautical Equipment, the Company Property and provide the Services. The Company shall require the STAC Vendors to compl y with all applicable laws, rules, and regulations, this Member Agreement and any requirem ents, rules or procedures established by the Port. 11.5 Payments. Each of the Members acknowledges that, in accordanc e with the Consortium Manager Agreement, (a) the Consortium Manager may act for a nd on behalf of the Company in accounting, billing, and collecting monies and (b) at the time they become due, the Consortium Manager shall remit payments as directed by the Company of all th e items included in the Total Consortium Charge. ARTICLE 12. CALCULATION OF FEES AND CHARGES 12.1 Total Consortium Charge and Net Consortium Charge. (a) The "Total Consortium Charge" shall be determin ed as defined in Section 1.1 above. (b) The following costs incurred by the Company, th e Consortium Manager, or the STAC Vendors shall not be part of the Total Consortium C harge, but shall instead be charged directly to the applicable Member, Non-Member User, or other re sponsible Air Carrier: (i) costs incurred for the sole benefit of the Air Carrier being charged; (ii) costs incurred as a result of the negligence, intentional wrongdoing or breach of its contract obligations under this Member Agreemen t or Equipment Use Agreement, as applicable, by the Air Carrier being charged; and Member Agreement Execution Copy Seattle Tacoma Airline Consortium, LLC Page 26 (iii) costs incurred to repair damage to the Aerona utical Equipment or Company Property caused by the Air Carrier or its agents be ing charged. (c) The “Net Consortium Charge” shall be determined as defined in Section 1.1 above. (d) Each Member shall be liable for its share of th e Net Consortium Charge as determined under this Article 12. 12.2 Liability for Net Consortium Charge and Extraordina ry Costs. (a) Allocation. The Net Consortium Charge shall be all ocated among the Members in accordance with Schedule C, as Schedule C may be am ended from time to time by a Super Majority-In-Interest of the Members. The Consortium Manager shall prepare a schedule of fees and charges for the next fiscal year, which shall b e used by the Consortium Manager in calculating each Member’s projected monthly share of the Net Co nsortium Charge. The Consortium Manager shall provide the schedule to each Member no later than thirty (30) calendar days prior to the beginning of the fiscal year to which the schedule applies. (b) Allocation of Extraordinary Costs. The Company shall allocate Extraordinary Costs among the Members on a reasonably equitable basis a s it may determine through an affirmative vote of a Majority-In-Interest, and may instruct th e Consortium Manager as to the allocation and collection thereof. In the absence of agreement on allocation, Extraordinary Costs shall be allocated on the basis of each Member’s Usage for t he preceding six (6) months and collected over a twelve (12) month period. 12.3 Temporary Shutdown. In the event that there have been no operations at the Airport for a period of thirty (30) consecutive calendar days, then the Net Consortium Charge shall be allocated among the Members on the basis of Monthly Usage for the twelve months ending immediately prior to the cessation of operations at the Airport (or, if shorter, the peri od that the Member has been a party to this Member Agreement). 12.4 Invoicing. (a) Members shall report to the Consortium Manager no later than the 10th business day of the month all activity described on Schedule C for the preceding month. The Consortium Manager shall calculate each Member’s share of the Net Cons ortium Charge, based on the formulas described in Schedule C attached hereto. Beginning with the month that is estimated to be one month prior to the beginning of the Company’s opera tions, and for each subsequent month, on or about the 15th day of the month, the Consortium Manager will invo ice each Member for the period one month in the future, based on the Company’s est imated operating expense budget and an allocation of this budget to the Members in accorda nce with Schedule C (the “Advance Billing”). Beginning with the month following the start of the Company’s operations, each Member will be invoiced for the preceding month, based on the Comp any’s actual operating expenses allocated in accordance with Schedule C. Concurrently, each Mem ber’s account will be reconciled and Member Agreement Execution Copy Seattle Tacoma Airline Consortium, LLC Page 27 adjusted in accordance with the actual activity for the month to which the billing applies versus the estimates used for the Advance Billing. The Ad vance Billing methodology will end once the Members determine that the Operating Reserve Accoun t has been sufficiently funded. Once the Advance Billing methodology has ended, each Member will be invoiced for the preceding month, based on actual operating expenses and actual activ ity for the month completed, based on the formulas described in Schedule C. (b) All costs and fees relating to use of the Aeron autical Equipment, Company Property and Services by Non-Member Users shall be invoiced to such persons in accordance with the Equipment Use Agreements and Equipment Access Agree ments. Costs incurred as described in clauses (i)-(iii) of Section 12.1(b) shall be charg ed to and paid only by the persons causing such costs to be incurred. (c) Subject to the proviso at the end of this sente nce, not more than three times during any fiscal year, if a current schedule based on the mos t recently available projections and other information indicates that payments of the Net Cons ortium Charge at the then-existing rates would result in an overpayment or underpayment by more th an five percent of the amount required to be collected by the Company, then the Executive Commit tee may revise the schedule and adjust the rates for the remainder of such year to conform to its current projections; provided that, notwithstanding the foregoing, the Executive Commit tee may revise and adjust the rates at any time based upon an adjustment of rentals, fees and charges by the Port pursuant to the Operating Agreement. The Executive Committee shall notify th e Members at least thirty (30) calendar days in advance of its intention to adjust the schedule, providing revised charges in sufficient detail to allow a Member to make informed comments thereon. A Member may submit written comments on such revised schedule to the Executive Committee within thirty (30) calendar days following delivery of the notice to the Member. The Executiv e Committee shall give due consideration to any comments submitted in a timely manner by a Memb er. If requested by a Majority-In-Interest, the Executive Committee shall convene a meeting wit h the Members to discuss the revision and adjustments. (d) As soon as practicable after the end of each ca lendar year, the Company shall render an itemized accounting (which itemized accounting may be audited by the Company’s Auditor) to each Member for the actual Net Consortium Charge in curred by and allocable to each Member during the preceding calendar year, based on each M ember’s actual Usage and reflecting any adjustments permitted hereunder. 12.5 Payments. (a) Each Member shall make payments to the Company when due at the office of the Consortium Manager or at any alternate location spe cified in writing by the Consortium Manager and approved by the Executive Committee. Any invoi ce submitted to a Member by the Company shall have the due date stated thereon. The amount of any delinquent payment shall include a penalty equivalent to ten percent (10%) of the valu e of the invoice and shall bear interest at a rate equal to two percent (2%) per month (or the maximum rate permitted by law, whichever is lower), from the date such amount is due until paid in full . Member Agreement Execution Copy Seattle Tacoma Airline Consortium, LLC Page 28 (b) If a Member fails to pay its share of the Net Consortium Charge within thirty (30) calendar days of the date payment was due (includin g any amounts due after such Member has withdrawn from this Member Agreement pursuant to Ar ticle 17 hereof), and the amount of the Operating Reserve Account is not sufficient to make such payment, each non-defaulting Member must pay, within ten (10) calendar days of demand, its pro rata share of the amount in default, determined by the Company in accordance with the al locations set forth in Section 12.2(a) above, but calculated assuming that the defaulting Member was not a Member for the period in question. Such payments shall be deemed to be loans to the de faulting Member and the amounts due shall be calculated as set forth in Section 12.5(a) hereo f. In the event of default in the payment of any of its share of the Net Consortium Charge by a Memb er or its pro rata share of an amount in default from another Member, which default shall co ntinue for thirty (30) calendar days, the amount of such defaulted charges shall be payable a s provided in Article 13 below. (c) Each Member must make its respective pro-rata p ayments to the Company in accordance with the terms of this Member Agreement with no def ense or right of set-off, reduction, counterclaim (other than a compulsory counterclaim or one that would be lost if not asserted) or recoupment for any reason, including the unenforcea bility or invalidity of this Member Agreement, the bankruptcy, insolvency, liquidation or reorganization of the Company, any Event of Default or withdrawal under this Member Agreemen t by any other Member, any breach by the Company or any other party of any obligation to the Member, whether under this Member Agreement, the Consortium Manager Agreement or othe rwise, or any indebtedness or liability at any time owing to the Member by the Company, or any acts or circumstances that may constitute failure of consideration, eviction or constructive eviction, or the destruction by fire or other casualty of the Aeronautical Equipment or Company P roperty or any portion thereof, commercial frustration of purpose, any change in the tax or ot her laws or administrative rulings or administrative actions by the United States of Amer ica or the State of Washington or any political subdivision of either, the taking of title thereto or the use thereof by the exercise of the power of eminent domain or the termination of the Operating Agreement. 12.6 Operating Reserve Account. (a) The Company shall establish and maintain an Ope rating Reserve Account in an amount determined by the Member Committee. The Com pany will draw upon the Operating Reserve Account as a course of business to provide timely payments to the Company’s service providers. Draws made in this manner will be reple nished by the timely payments of the Members under this Member Agreement. (b) The Company may also draw upon the Operating Re serve Account after a failure by a Member to pay or perform its obligation to cov er any required payment, or to perform any other obligation of such Member under this Member A greement. A defaulting Member shall not be entitled to prior notice of or have the right to consent to any draw from the Operating Reserve Account, and shall immediately replenish the Operat ing Reserve Account and reimburse the Company and the non-Defaulting Members, if applicab le, for any costs and penalties associated with the draw therefrom. Member Agreement Execution Copy Seattle Tacoma Airline Consortium, LLC Page 29 (c) The Company may establish the Operating Reserve Account by actual Member deposits, surcharges, advanced invoicing, letters o f credit, loans, other credit facilities or by securing a line of credit. The Operating Reserve A ccount deposits shall be held by such institutions, and the monies therein invested, as t he Company shall determine. 12.7 Operating Reserve Account Charge. (a) The costs associated with the establishment and maintenance of the Operating Reserve Account, other than the costs associated wi th a Member’s default, shall be part of the the Company’s management and administration expenses. (b) The Members agree that until the Operating Rese rve Account is fully funded, the Advance Billing methodology will be employed by the Consortium Manager and the Net Consortium Charge will be increased ten percent (10 %), which increase will be credited toward the Operating Reserve Account. (c) For accounting purposes, payments and contribut ions to the Operating Reserve Account shall not be considered revenues of the Com pany. ARTICLE 13. DEFAULT 13.1 Events of Default and Termination. An Event of Default with respect to a Member shall exist if any one or more of the following events shall occur: (a) The failure of the Member to pay any amount whe n due under this Member Agreement in accordance with the terms hereof, which failure continues unremedied for 10 (ten) calendar days following a Member's receipt of written notice of t he amount overdue; or (b) The failure by the Member punctually and proper ly to perform any covenant (other than that specified in Section 13.1(a)), agreement, obli gation, term or condition contained herein which is not cured within 30 (thirty) calendar days of no tice from the Company; or (c) The Member shall (i) commence a voluntary case under any chapter of the Federal Bankruptcy Code (11 U.S.C. §101, et seq., as amende d) as now or hereafter in effect, or shall consent to (or fail to controvert in a timely manner) the commencement of an involuntary case against the Member under said Code; (ii) institute proceedings for liquidation, termination, dissolution, rehabilitation, readjustment or compos ition (or for any related or similar purpose) under any law (other than the Federal Bankruptcy Co de as now or hereafter in effect) relating to financially distressed debtors, their creditors or property, or shall consent to (or fail to controver t in a timely manner) the institution of any such pro ceedings against the Member; (iii) make an assignment for the benefit of creditors or enter in to any arrangement for the adjustment or composition of debts or claims; (iv) apply for or c onsent to the appointment of, or the taking possession by, a receiver, liquidator, assignee, tr ustee, custodian or sequestrator (or other similar official) of itself or any of its property; or (v) take corporate action for the purpose or with the Member Agreement Execution Copy Seattle Tacoma Airline Consortium, LLC Page 30 effect of authorizing, acknowledging or confirming the taking or existence of any action or condition specified in clause (i), (ii), (iii) or ( iv) above; or (d) The Member shall be insolvent (within the meani ng of any applicable law), or shall be unable, or shall admit in writing its inability, to pay its debts as they become due, or take corporat e action for the purpose or with the effect of author izing or confirming the taking or existence of any action or condition specified in this Section 13.1( d); or (e) A court or other governmental authority or agen cy having jurisdiction shall enter a decree or order (i) for the appointment of a recei ver, liquidator, assignee, trustee, custodian or sequestrator (or other similar official) of the Mem ber of any part of its property, or for the winding- up or liquidation of its affairs, and such decree o r order shall remain in force undischarged and unstayed for a period of more than thirty (30) cale ndar days or (ii) for the sequestration or attachment of any material part of the property of the Member without its unconditional return to the possession of the Member or its unconditional r elease from such sequestration or attachment within thirty (30) calendar days thereafter; or (f) A court having jurisdiction shall enter an orde r for relief in any involuntary case commenced against the Member under the Federal Bankruptcy Code as now or hereafter in effect, and such order shall remain in force undischarged a nd unstayed for a period of more than thirty (30) calendar days; or (g) A court or other governmental authority or agen cy having jurisdiction shall enter a decree or order approving or acknowledging as prope rly filed or commenced against the Member a petition or proceedings for liquidation, rehabili tation, readjustment or composition (or for any related or similar purpose) under any law (other th an the Federal Bankruptcy Code as now or hereafter in effect) relating to financially distre ssed debtors, their creditors or property, and such petition or proceedings shall not be dismissed with in thirty (30) calendar days of the date of filing or commencement. 13.2 Consequences of Default. (a) Report to Company. If any Member knows of an E vent of Default or of facts that lead it to believe an Event of Default has occurred, then it shall use its best efforts immediately to provide notice in writing to the Company. (b) Notice of Defaulting Member. The Company shall give notice to the defaulting Member and any other person entitled thereto as soon as practicable after there has been an Event of Default under this Member Agreement. Such Membe r shall have ten (10) calendar days (or such longer period as is permitted under this Membe r Agreement) from the date of such notice in which to cure such Event of Default. (If the end o f the ten (10) calendar day cure period ends on a non-Business Day, the cure period shall be extend ed to the next Business Day.) If such Event of Default has not been cured within the ten (10) c alendar days (or longer, if permitted by this Member Agreement) period, the defaulting Member sha ll be retroactively billed by the Company as a Non-Member User from the date of the Event of Default and shall continue to be billed as a Member Agreement Execution Copy Seattle Tacoma Airline Consortium, LLC Page 31 Non-Member User until one (1) month after the defau lting Member has cured the Event of Default if, during such one (1) month period, the Member ha s paid when due all monies owed the Company and has otherwise cured the Event of Default and pe rformed all of its obligations hereunder. As an additional remedy hereunder, the Company may ter minate the membership of such defaulting Member pursuant to this Member Agreement, and there upon, the defaulting Member shall cease to be a Member hereunder. In the event that a Memb er has filed for protection under the laws protecting creditors, such Member shall have sixty (60) calendar days in which to assume this Member Agreement, and if such assumption is not mad e within sixty (60) calendar days, such defaulting Member shall be treated as a Non-Member User. Such defaulting Member, during the period of any Event of Default under this Member Ag reement, shall remain subject to all obligations herein as a Member but shall have no ri ghts to vote as a Member nor shall its Member Representative vote as a Member with respect to the Company or hold a seat on the Executive Committee nor shall its Usage be counted respecting a Majority-In-Interest, a Super Majority-In- Interest or otherwise in connection with any voting . Notwithstanding anything to the contrary contained in this Member Agreement, calculation of a Majority-In-Interest or Super Majority-In- Interest in voting with respect to a defaulting Mem ber shall not include the Usage of such defaulting Member in the aggregate Usage of all Mem bers nor count such defaulting Member as a Member. A Member which has defaulted under this Article 13 shall not be relieved of any of the responsibilities, liabilities or obligations of a Member hereunder because of its default. (c) Collection. The Company shall have a claim, which the Consortium Manager is authorized to pursue and collect, against any defaulting Member in an amount equal to any payment due, together with costs associated with an y draw on the Operating Reserve Account, interest on the defaulted payment amount from the d ate it was due, and expenses of collection as provided herein, including amounts due or owed to n on-defaulting Members as provided in Section 12.5(b) hereof. Such claim may be enforced, immedi ately upon the occurrence of and after any default of a Member, by: (i) terminating the defaul ting Member’s right to use the Aeronautical Equipment, Company Property and Services; and (ii) pursuing any and all other legal or equitable remedies available to the Company, the Consortium M anager or the STAC Vendors. 13.3 Reimbursement. In the event that the Members have been required to pay on behalf of a defaulting Member, the Members shall be reimbursed by the Company, pro rata, according to the respective amounts advanced as monies are collected from a defaulting Member. 13.4 Costs. The defaulting Member shall be liable for all reaso nable costs and expenses, including reasonable attorneys' fees and disbursements at tri al or on appeal, expended in order to collect or attempt to collect any amounts due or owed. Any am ounts due from or owed by a defaulting Member hereunder may be offset against any amounts otherwise payable to such defaulting Member by the Company. ARTICLE 14. AERONAUTICAL EQUIPMENT; COMPANY PROPERTY 14.1 Aeronautical Equipment. Member Agreement Execution Copy Seattle Tacoma Airline Consortium, LLC Page 32 The Company shall use, operate and maintain the Aer onautical Equipment in accordance with the provisions of this Member Agreement and th e Operating Agreement. 14.2 Company Property. The Company shall arrange for the transfer, purchas e, lease or other acquisition of Company Property to be used for Company operations as well as Company Property to be used by the Members at the Airport in accordance with the t erms of this Agreement. Company Property may be acquired by agreement of a Super Majority-In -Interest of the Members if involving an expenditure of more than One Hundred Thousand Dolla rs ($100,000), and by a Majority-In- Interest if involving an expenditure of One Hundred Thousand Dollars ($100,000) or less. ARTICLE 15. LIABILITY, EXCULPATION AND INDEMNIFICATION 15.1 Member Liability. Each Member (the "Indemnitor") shall defend, indemn ify, and hold harmless Covered Persons against and from any and all liability, cla ims, suits, judgments, losses, damages, settlements or costs (including reasonable attorney s' fees and expenses) for injuries to or deaths of persons or loss of or damage to property (including financial loss) arising from: (i) the use of the Aeronautical Equipment, Company Property or the Ser vices by the Indemnitor or its employees, agents, contractors, or invitees; (ii) any failure by the Indemnitor to pay all amounts when due or any other breach by the Indemnitor of this or any r elated agreement; or (iii) the negligent acts and omissions or willful misconduct of the Indemnitor o r its employees, agents, contractors, or invitees. The Indemnitor shall accept and defend a ll such claims and suits regardless of the merit thereof (including investigation, pleading, discove ry, motions, trial and appeal) at Indemnitor's sole cost and expense, and including any settlement thereof. The Covered Persons shall cooperate in the defense as reasonably requested by the Indem nitor at the Indemnitor's expense. Indemnitor's obligation and Covered Persons’ rights under this S ection 15.1 shall survive the withdrawal of Indemnitor as a Member or the termination of this M ember Agreement. The foregoing shall not apply by reason of such Covered Person’s own neglig ence or willful misconduct in respect of such liability, claims, suits, judgments, losses, damage s, settlements or costs. 15.2 Company Liabilities. (a) Except as otherwise provided, the debts, obliga tions and liabilities of the Company, whether arising in contract, tort or otherwise, sha ll be solely the debts, obligations and liabilities of the Company, and no Covered Person shall be obli gated personally for any such debt, obligation or liability of the Company solely by reason of bei ng a Covered Person. (b) To the fullest extent permitted by applicable l aw, but without limiting the provisions of Sections 15.1 and 15.5, a Member, in its capacity a s Member, shall have no liability in excess of (a) the amount of its Capital Contributions, (b) it s share of any assets and undistributed profits, if any, of the Company, (c) its obligation to make oth er payments expressly provided for in this Member Agreement, and (d) the amount of any distrib utions wrongfully distributed to it. Member Agreement Execution Copy Seattle Tacoma Airline Consortium, LLC Page 33 (c) In the event that one or some but not all Membe rs or Covered Persons are named in an action against the Company related to Company debts , liabilities or obligations, the named Covered Persons shall have the right to interplead all Members of the Company in the action and shall be entitled to indemnification by the Company for any loss, cost, liability or expense related to being so named pursuant to Section 15.5 and 15.6 below. 15.3 Exculpation. (a) No Covered Person shall be liable to the Compan y or any other Covered Person for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Compa ny or as a Member Representative to the Member Committee or the Executive Committee and in a manner reasonably believed to be within the scope of authority conferred on such Covered Pe rson by or pursuant to this Member Agreement or as a Member Representative to the Member Committ ee or the Executive Committee, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person's negligence or willful misconduct. (b) A Covered Person shall be fully protected in re lying in good faith upon the records of the Company and upon such information, opinions, re ports or statements presented to the Company or such Covered Person by any person as to matters the Covered Person reasonably believes are within such other person's professiona l or expert competence and who has been selected with reasonable care by or on behalf of th e Company or such Covered Person, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, or any other facts pertinent to the existence and amou nt of assets from which distributions to Members might properly be paid. 15.4 Fiduciary Duty. To the extent that, at law or in equity, a Covered Person has duties (including fiduciary duties) and liabilities relating thereto to the Com pany or to any other Covered Person, a Covered Person acting under this Member Agreement shall not be liable to the Company or to any other Covered Person for its good faith reliance on the p rovisions of this Member Agreement and, to the fullest extent permitted by law, shall not be liabl e for monetary damages for breach of any such duties. Duties (including fiduciary duties) and li abilities, whether existing at law or in equity, of Covered Persons, are hereby restricted to the fulle st extent permitted by law. The parties hereby agree that the provisions of this Member Agreement that restrict the duties and liabilities of a Covered Person otherwise existing at law or in equi ty (including the provisions of the foregoing sentence) are intended by the parties hereto to rep lace and restrict such other duties and liabilities of such Covered Person. 15.5 Indemnification by the Company. To the fullest extent permitted by applicable law, a Covered Person shall be entitled to indemnification from the Company for any loss, expe nse (including reasonable attorneys' and other professionals' fees), damage or claim incurre d by such Covered Person by reason of any act or omission performed or omitted by such Covered Pe rson in good faith on behalf of the Company and in a manner reasonably believed to be within th e scope of authority conferred on such Covered Member Agreement Execution Copy Seattle Tacoma Airline Consortium, LLC Page 34 Person by this Member Agreement, except that no Cov ered Person shall be entitled to be indemnified in respect of any such loss, expense, d amage or claim incurred by such Covered Person by reason of such Covered Person's own negli gence or willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 15.5 shall be provided out of and to the extent of Company assets only, and no Covered Person shall have any personal liability on account thereof. 15.6 Expenses. To the fullest extent permitted by applicable law, expenses (including legal fees) incurred by a Covered Person in defending any claim, demand, action, suit or proceeding, other than a claim, demand, action, suit or proceeding under Sec tion 15.1, shall be advanced by the Company from time to time prior to the final disposition of such claim, demand, action, suit or proceeding upon request therefor by such Covered Person and re ceipt by the Company of an undertaking by or on behalf of the Covered Person to repay such am ount if it shall be determined by a court of competent jurisdiction that the Covered Person is n ot entitled to be indemnified as authorized in Section 15.5 hereof. 15.7 Insurance. The Company may purchase and maintain insurance, to the extent and in such amounts as a Majority-In-Interest may, in its sole discretion, deem reasonable, on behalf of Covered Persons and such other persons as a Majority-In-Interest ma y determine, against liabilities that may be asserted against or expenses that may be incurred b y any such person in connection with the activities of the Company or indemnities. The Comp any may enter into indemnity contracts with Covered Persons and such other persons as a Majorit y-In-Interest shall determine and adopt written procedures pursuant to which arrangements are made for the advancement of expenses and the funding of obligations under Section 15.5 hereof an d containing such other procedures regarding indemnification as are appropriate. 15.8 Outside Businesses. Any Member or Affiliate thereof may engage in or po ssess an interest in other business ventures of any nature or description, independentl y or with others, similar or dissimilar to the business of the Company, and the Company and the Me mbers shall have no rights by virtue of this Member Agreement in and to such independent venture s or the income or profits derived therefrom, and the pursuit of any such venture, eve n if competitive with the business of the Company, shall not be deemed wrongful or improper. No Member or Affiliate thereof shall be obligated to present any particular investment oppo rtunity to the Company even if such opportunity is of a character that, if presented to the Company, could be taken by the Company, and any Member or Affiliate thereof shall have the right to take for its own account (individually or as a partner or fiduciary) or to recommend to ot hers any such particular investment opportunity. A Member shall, however, disclose to the other Memb ers any benefits or advantages that may accrue to it on account of a decision or action to be taken by the Company (other than any benefits or advantages accruing because of its Membership in the Company). ARTICLE 16. WITHDRAWAL Member Agreement Execution Copy Seattle Tacoma Airline Consortium, LLC Page 35 16.1 Cessation of Operations. If a Member decides to withdraw from this Member Ag reement (subject to the limitations set forth in Section 16.4 hereof), that Member (her einafter "Withdrawing Member") may submit a written “Notice of Withdrawal” to the Company no le ss than sixty (60) calendar days prior to the date on which such Member shall withdraw, which Not ice of Withdrawal shall specify the desired Withdrawal Date. 16.2 Withdrawal Commitment and Deposits. The Withdrawing Member shall pay an amount equal to two times its average monthly share of the Net Consortium Charge for the twenty-f our (24) months preceding the month in which notice of withdrawal is given (the "Withdrawal Comm itment"). The Withdrawing Member shall deposit its Withdrawal Commitment with the Company (the "Withdrawal Deposit"). No withdrawal shall be allowed until such Withdrawing Member has (i) paid the Withdrawal Deposit; (ii) paid in full all amounts due and owing under t his Member Agreement, including the fees for its use of the Aeronautical Equipment, Company Prop erty and Services; and (iii) fulfilled all then- outstanding indemnity obligations arising under thi s Member Agreement. No return or refund of any part of the Withdrawal Deposit shall be made by the Company. A Withdrawing Member shall continue to be liable after the Withdrawal Date for such Withdrawing Member's allocated share (calculated in accordance with Article 12 hereof) f or any claim or liability for matters which occurred or accrued during the time such Withdrawin g Member was a Member up to and including the Withdrawal Date, provided that the terms of Art icle 15 shall continue to apply with respect to such Withdrawing Member. In the event that all Mem bers except one have withdrawn from this Member Agreement, then each Withdrawing Member that has been a Member at any time during the five-year period preceding the withdrawal of al l Members except one shall be liable for obligations to the Company and the Port incurred pr ior to the withdrawal of all Members except one, to the extent that such Withdrawing Member's a ggregate Usage during such five-year period bears to the total of all such Withdrawing Members and the one remaining Member’s aggregate Usage during such five-year period or such shorter period of actual operation. The obligations of each Member set forth in the last two sentences of this Section 16.2 shall survive any withdrawal by such Member from this Member Agreement. 16.3 Termination. Upon payment of the Withdrawal Commitment to the Co mpany, and upon payment of all other amounts payable by the Withdrawing Member, th is Member Agreement shall terminate as to the Withdrawing Member only. 16.4 Limitation on Withdrawal. Notwithstanding anything herein to the contrary, no Member may withdraw from this Member Agreement under any of the following circums tances: (a) during any period of time when the Airport is shut down or inoperable for any reason; or (b) if an Event of Default exists or by reason of such withdrawal would exist under the Operating Agreement; or Member Agreement Execution Copy Seattle Tacoma Airline Consortium, LLC Page 36 (c) if immediately after such withdrawal, no Members wo uld be a party to this Member Agreement. ARTICLE 17. DISSOLUTION, LIQUIDATION AND TERMINATION 17.1 No Dissolution. The Company shall not be dissolved by, and the Comp any shall continue without dissolution or the winding up of its affairs in the event of the occurrence of any one or more of the following events: the admission of one or more Addi tional Members; the termination or withdrawal of one or more Members; any Member ceasi ng to be a Member of the Company; or the bankruptcy, insolvency or dissolution of one or more Members. 17.2 Events Causing Dissolution. Subject to the restrictions on dissolution found in Article 2 of this Agreement, the Company shall be dissolved and its affairs shall be wound u p only upon the occurrence of any of the following events: (a) the written consent of a Super Majority-In-Int erest of Members to such dissolution; or (b) the entry of a decree of judicial dissolution. 17.3 Liquidation. Upon dissolution of the Company, the Members shall carry out the winding up of the Company and shall immediately commence to wind up t he Company's affairs; provided, however, that a reasonable time shall be allowed for the ord erly liquidation of the assets of the Company and the satisfaction of liabilities to creditors so as to enable the Members to minimize the normal losses attendant upon a liquidation. The proceeds o f liquidation shall be distributed in the following order and priority: (a) to creditors of the Company, including Members who are creditors, to the extent otherwise permitted by law, in satisfaction of the liabilitie s of the Company (whether by payment or the making of reasonable provision for payment thereof) other than liabilities for distributions to Members and former Members; and (b) after the foregoing distributions, any remainin g balance as follows: 10% per capita among the then-Members and the remaining 90% accord ing to the proportion that each then- Member's Usage bears to the total of all then-exist ing Members' Usage, with Usage determined as the aggregate amount of Usage for the two (2) years immediately preceding the month of such distribution (or such shorter period of actual oper ation of the Company). Notwithstanding the foregoing, there shall be set off against the amoun t otherwise distributable to any Member any and all amounts owed to the Company by such Member. 17.4 Termination. Member Agreement Execution Copy Seattle Tacoma Airline Consortium, LLC Page 37 The Company shall terminate when all of the assets of the Company, after payment of or due provision for all debts, liabilities and obliga tions of the Company, shall have been distributed to the Members in the manner provided for in this A rticle 17 and the Certificate shall have been canceled. 17.5 Claims of the Members. The Members shall look solely to the Company's asse ts for the return of their Capital Contributions in accordance with Section 17.3, and if the assets of the Company remaining after payment of or due provision for all debts, liabilit ies and obligations of the Company are insufficient to return such Capital Contributions, the Members s hall have no recourse against the Company or any other Member. In accordance with Section 6.1(f ), former Members shall have no right to a return of their Capital Contribution at the time of dissolution, liquidation or termination. 17.6 Limitations on Distribution. Notwithstanding any provision to the contrary conta ined in this Member Agreement, the Company shall not make a distribution to any Member on account of its Interest if such distribution would violate applicable law. ARTICLE 18. MISCELLANEOUS 18.1 Covenant To Sign Documents. Each Member covenants, on behalf of itself, its suc cessors and assigns, to execute, with acknowledgment or affidavit if required, any and al l documents and writings, and any opinions, which may be reasonably necessary or expedient in t he implementation of this Member Agreement. 18.2 Attorneys' Fees. In the event any dispute among the parties hereto s hould result in litigation, the prevailing party shall be reimbursed for all reasonable costs including reasonable attorneys' fees. 18.3 Notices. All notices provided for in this Member Agreement s hall be in writing, duly signed by the party giving such notice, and shall be delivered by hand, mailed via an overnight courier service, telecopied or mailed by registered or certified mai l, as follows: (a) if given to the Company at the address specifie d in Section 2.4 of this Member Agreement as such address may be changed from time to time pursuant to this Section 18.3; or (b) if given to any Member at the address set forth on Schedule A, or at such other address as such Member may hereafter designate from time to time by written notice to the Company. All such notices shall be deemed to have been given when received. 18.4 Counterparts. Member Agreement Execution Copy Seattle Tacoma Airline Consortium, LLC Page 38 This Member Agreement may be executed in any number of counterparts and by the various Members on separate counterparts, all of wh ich taken together constitute one and the same instrument. A signed counterpart is as binding as an original. 18.5 Applicable Law. This Member Agreement is to be governed by and cons trued under the laws of the State of Washington with regard to the organization and inte rnal affairs of the Company and the liability and authority of its Members and any managers 18.6 Not a Partnership or Joint Venture. Except to the extent expressly provided by this Mem ber Agreement, neither this Member Agreement nor the relationship of the Members as a consequence of their participation in the maintenance and operation of the Aeronautical Equip ment and the Company Property and the provision of the Services creates a partnership, jo int venture or agency relationship between the parties to this Member Agreement. No Member may co mmit any other Member to any debt or obligation of any type whatsoever other than as spe cifically provided herein or in other documents signed by or binding on a Member or the Company. 18.7 Amendments. (a) Except as described in Subsection (b) below o r otherwise expressly indicated herein, this Member Agreement may be amended only by the Me mbers constituting a Super Majority-In- Interest. An amendment shall be effective only if evidenced by a writing which sets forth the text of the amendment and which is signed by the requisi te number of Members approving the amendment. (b) Each party hereto, by execution of a counterpar t of this Member Agreement, consents to the addition of other Members from time to time pursuant to Article 5. 18.8 Assignment. The rights and obligations of any Member hereunder may not be pledged, encumbered, assigned or transferred in any way, except to a tra nsferee of such Member's Interest in the Company. Subject to this restriction on assignment , the obligations hereunder are binding on the successors and assigns of each Member. Notwithstan ding the foregoing, the Company may assign its rights hereunder to a third person to the exten t the Company deems appropriate for any financing or other general purposes. In connection therewith, each of the Members consents to the pledge, collateral assignment and grant of secu rity interest in the Company's rights under, and claims against each of the Members, pursuant to thi s Member Agreement. 18.9 U.S. Currency. Any payments required by this Member Agreement from one party to any other shall be made with U.S. Dollars in locally collectible funds . 18.10 Entire Agreement. Member Agreement Execution Copy Seattle Tacoma Airline Consortium, LLC Page 39 This Member Agreement represents the parties' entir e agreement. There are no other agreements or promises, written or oral, incorporat ed herein except as specifically set forth in this Member Agreement. 18.11 Severability. If any provision of this Member Agreement is declar ed by a court of competent jurisdiction to be illegal, unenforceable or void (including in the event of a bankruptcy of any Member), that provision, to the extent necessary shall be modifie d so as to be enforceable and as nearly as possible reflect the original intention of the parties heret o, it being agreed and understood by the parties hereto that (a) this Member Agreement and all the p rovisions hereof shall be enforceable in accordance with their respective terms to the fulle st extent permitted by law, and (b) the remainder of this Member Agreement shall remain in full force and effect. 18.12 Failure to Pursue Remedies. The failure of any party to seek redress for violat ion of, or to insist upon the strict performance of, any provision of this Member Agreem ent shall not prevent a subsequent act, which would have originally constituted a violation , from having the effect of an original violation. 18.13 Limitation of Rights. Nothing in this Member Agreement expressed or impli ed is intended or shall be construed to give to any person other than the Members any le gal or equitable right, remedy or claim under or in respect of this Member Agreement or any coven ant, condition or provision therein or herein contained; and all such covenants, conditions and p rovisions are and shall be held to be for the sole and exclusive benefit of the Members. # # # # # Member Agreement Execution Copy Seattle Tacoma Airline Consortium, LLC Page 40 SIGNED AND AGREED: SEATTLE TACOMA AIRLINE CONSORTIUM, LLC By: _________________________________________ Chairperson of the Member Committee MEMBER : ______________________________________, Airline Name A ________________________ organized under the laws of __________________________ By: ___________________________________ Name: _________________________________ Title: __________________________________ Member Address for Notices: Member Agreement Execution Copy Seattle Tacoma Airline Consortium, LLC Page 41 MEMBER AGREEMENT SCHEDULES AND APPENDICES Schedule A: Names and Notice Addresses of Members Schedule B: Voting Requirements Index Schedule C: Formulas for Calculation of Usage Appendix A: Air Carriers Invited To Become Members SCHEDULE A TO MEMBER AGREEMENT Names and Notice Addresses of Members SCHEDULE B TO MEMBER AGREEMENT VOTING REQUIREMENTS INDEX Majority-In-Interest Section Action 1.1 Select Auditor 1.1 Approve Withdrawal Date 2.7 Terminate Member Agreement if Operating Agreeme nt Terminated 4.2 Approve escalation of membership fee 4.3 Determine Member security deposit requirement 6.1(d) Approve pro-rata share refund to Members of Capital Contribution paid by Additional Member 6.1(e) Approval of Additional Capital Contribution 7.3 Approval of reimbursement to Members for incurr ed Company Expenses 8.2(b) Approve action without Member Committee meet ing 8.2(d) Selection of STAC Vendors 8.2(i) Approve any action of the Member Committee 8.3 Elect a Chairperson and a Vice Chairperson 8.3 In the absence of the Chairperson and Vice Chairperson, elect a meeting chairperson 8.3 Categorize expenditures as Extraordinary Costs 8.4 Authorize Contracts 8.5(a) Select and Remove Executive Committee 8.6(a) Establish an Operations Committee 8.6(c) Operations Committee Voting 10.3 Approve form of the Equipment Use Agreement 10.5 Approve form of the Equipment Access Agreement 11.1 Approve selection of Consortium Manager, and approve the form of the Consortium Manager Agreement 11.3 Approve selection of STAC Vendors, and approve the form of the STAC Vendor Agreements 12.2(b) Approve allocation of Extraordinary Costs 12.4(c) Call meeting to discuss rate adjustments an d revisions 14.2 Approve the acquisition of Company Property fo r $100,000 or less 15.7 Obtain Insurance SCHEDULE B TO MEMBER AGREEMENT VOTING REQUIREMENTS INDEX Super Majority-In-Interest Section Action 1.1 Define Usage 3.3 Approve the merger into or with another company 8.2(b) Approve action without Member Committee meeting 12.2(a) Amend Schedule C 14.2 Approve the acquisition of Company Property for more than $100,000 17.2(a) Approve dissolution of the Company 18.7(a) Amend Member Agreement Schedule C Amend Schedule C SCHEDULE C TO MEMBER AGREEMENT Formulas for Calculation of Usage Until changed by a Super Majority-In-Interest, each Member’s Usage shall be determined as follows: A. Voting. The vote of the Members, whether represent ing a Majority-in-Interest or a Super Majority-In-Interest, requires both the affirmative votes of a certain number of Members and the affirmative votes of Members representing a certain percentage of the Usage. Each Member’s Usage for purposes of determining a Majori ty-In-Interest or a Super Majority- In-Interest under the Member Agreement, shall mean its pro rata share of the Net Consortium Charge paid to the Company in the preced ing twelve (12) calendar months in accordance with the allocation formulas described b elow. B. Net Consortium Charge Allocations. The Net Consort ium Charge allocation shall be calculated by dividing the Net Consortium Charge by the estimated total Maximum Gross Landed Weight of the Members for the following year . Such allocation shall represent each Member’s Usage. C. Definitions. "Maximum Gross Landed Weight" means the maximum wei ght in thousand pound units at which each aircraft operated by Member is authorized by the FAA to land at the Airport. APPENDIX A TO MEMBER AGREEMENT Air Carriers Invited To Become Members Air Canada Alaska Airlines All Nippon Airways American Airlines, Inc. Asiana Airlines British Airways Condor Flugdienst GmbH Delta Air Lines, Inc. Emirates EVA Airways Frontier Airlines Hainan Airlines, Inc. Hawaiian Airlines Icelandair JetBlue Airways Corporation Korean Air Lufthansa Airlines Sun Country Airlines Southwest Airlines Co. Spirit Airlines, Inc. United Airlines Virgin America Volaris Xiamen Air AIRLINE REVISED DRAFT 2/1/2017 Equipment Lease and Use Agreement Revised Draft Seattle-Tacoma Airline Consortium, LLC Page 84 EXHIBIT I EQUIPMENT INSPECTION FORM AIRLINE REVISED DRAFT 2/1/2017 Equipment Lease and Use Agreement Revised Draft Seattle-Tacoma Airline Consortium, LLC Page 85 EXHIBIT J CO-BUS OPERATOR REQUIREMENTS 1. Commercial Driver’s Licenses (CDL) for drivers or a license or combination of license and documentation that shows equivalency to a CDL t o include competency in driving CDL type vehicles (based on Gross Vehicle Weight) a long with a protocol for establishing Fit for Duty for each hired driver, an d annual review of each driver to include an annual review of each driver’s motor veh icle record (MVR) and review of all recorded collisions for each driver.; 2. Agree to “Fit for Duty” policy (drug and alcohol te sting and protocol); a. Read and sign b. Quarterly drug tests 3. Hiring criteria to include: a. No hiring of anyone who has had a suspended license in past 10 years b. No hiring of anyone who has had more than 3 speedin g tickets in last five years c. No hiring of anyone who has had infractions for neg ligent or reckless driving within the past 10 years d. Prior screening for pre-employment driver history f ormer employers, 10 years e. Prior screening for pre-employment drug testing for mer employers 10 years 4. Provider’s Risk Management review of each driver’s motor vehicle record (MVR) 5. Shift supervisors for the busing operation to compl ete annual drug and alcohol awareness training 6. Provider to review each driver’s job application 7. All drivers to read and sign Port Driver Safety Pro gram Policies EX-14 Policy and Procedures