Common use of CODESHARE SERVICE Clause in Contracts

CODESHARE SERVICE. 2.1 The Parties have designated certain flights on which United has placed its Code (each, a “Codeshared Flight”), which may include flights operated by their Affiliates, serving the city-pairs (each city-pair, a “Codeshared Route”) identified in writing by the Parties from time to time without formally amending this Agreement and benefit to be part of the Agreement. The initial list of Codeshared Routes on which the Parties and their Affiliates may codeshare is attached hereto as Annex B. Great Lakes shall provide to the Codeshared Passengers, at a minimum, the same standard of customer service as it provides to its own passengers traveling in the same class of service which standard shall, in any event, be reasonably in accordance with the standards of customer service reasonably established by United for the comparable class of service on its flights. Minimum customer service standards, general passenger service procedures, and policies for the Codeshared Flights, including baggage services, will be as agreed by the Parties. 2.2 The Parties shall use commercially reasonable efforts to coordinate their service schedules to maximize the convenience, and minimize the waiting time of passengers making connections between the Codeshared Flights and other flights operated by the Parties; provided, however, that neither Party is obligated to operate specific flights or service schedules and each Party retains the right to determine the service schedules of its own flights. 2.3 The Parties may add Codeshared Flights, as may be mutually agreed, without formally amending this Agreement. Either Party may, in its sole discretion, discontinue Codeshared Flights without formally amending this agreement. Such changes shall be evidenced by United’s publishing such changes in the Airline Guides, CRSs or Reservations Systems. Great Lakes reserves the right to discontinue any specific route, flight number, equipment or schedule, and United reserves the right to remove its Code from any Codeshared Flight at any time. In the event of such discontinuation or removal, the Party so discontinuing or removing, as applicable, shall notify the other Party as soon as reasonably possible and such other Party shall cooperate in publishing the resulting changes to affected Codeshared Flights in the Airline Guides, CRSs, Reservations Systems, and other sources of airline schedule information. 2.4 Unless otherwise agreed by the Parties, in the event of any flight cancellation or other schedule irregularity, involuntary rerouting or denied boarding by Great Lakes with respect to a Codeshared Flight, Great Lakes shall: (a) ensure that all passengers shall be handled in accordance with the same policies and procedures to avoid any discrimination against a Codeshared Passenger; (b) at its own cost and expense (except to the extent such irregularity, involuntary rerouting or denied boarding is caused by United), accommodate and/or pay denied boarding compensation or otherwise compensate Codeshared Passengers, in the same manner as its own passengers; and (c) notify United as agreed upon. 2.5 With respect to Codeshare Passengers for matters between the passenger and United, the Conditions of Carriage of United shall be deemed to govern the transportation of Codeshare Passengers on Codeshare Flights. As between the Carriers, the Conditions of Carriage of Great Lakes shall govern the transportation of Codeshare Passengers on Codeshare Flights. The Carriers will use commercially reasonable efforts to identify any material discrepancies between their respective Conditions of Carriage and use commercially reasonable efforts to develop procedures to minimize potential service inconvenience or disruption to Codeshare Passengers due to such discrepancies. For the avoidance of doubt, Each Carrier’s operations will be conducted in accordance with its own Conditions of Carriage and neither Carrier shall be obligated to change its Conditions of Carriage pursuant to this Agreement. Notwithstanding anything in this Section 2.6, the liability of the Parties to each other with respect to passenger claims shall be governed by Sections 18 and 19. 2.6 Great Lakes shall ensure that each Codeshared Flight operated by it shall be operated under its operating certificate. In the event that Great Lakes intends to substitute for a Codeshared Flight an aircraft that will be operated under the operating certificate of a third-party Great Lakes must provide United with prior written notice of its intention. Such notice shall be provided to United as soon as practicable after Great Lakes makes its decision regarding the aircraft substitution. United shall have the right, should it elect to do so, to (i) accommodate its passengers on the substitute aircraft, or (ii) remove its Code from the Codeshared Flight, and reaccommodate its Codeshared Passengers ticketed for travel on such Codeshared Flight to another flight. Great Lakes shall reimburse United for all costs of such reaccommodation, including (i) any additional costs incurred to reaccommodate the Codeshared Passenger on a third-party carrier acceptable to United, on the same route or with a routing that duplicates as closely as practicable, the Codeshared Passenger’s original routing, in the same class of service if available, or if not, in a higher class of service, and (ii) any reasonable hotel, meal, and other incidental costs associated with the reaccommodation. 2.7 The Parties agree to comply with the Technical Implementation and System Links requirements set forth in Annex C hereto.

CODESHARE SERVICE. 2.1 2.1. The Parties have designated parties will mutually designate certain flights ("Codeshare Flights") on which United has placed its Code (each, a “Codeshared Flight”), which may include flights operated by their Affiliates, serving the city-pairs (each city-pair, a “Codeshared Route”pair(s) identified in writing Exhibit A to this agreement on which the parties will share their two letter designator codes ("W7" for WestPac and "F9" for Frontier, both being referred to as the "Codes"), as published in the Airlines Guides or CRS's from time to time. The sharing of Codes for Codeshare Flights will occur from and after the respective Implementation Date shown on Exhibit A, unless otherwise agreed by the Parties parties. 2.2. The parties will prepare a procedures manual containing detailed procedures for implementing this Agreement. The procedures manual, including the amendments or additions the parties may make from time to time without formally amending (in accordance with changes in Applicable Law or for other mutually agreed reasons), is incor porated into and made a part of this Agreement. However, any current or future provisions of the procedures manual which conflict with this Agreement will not be deemed to amend this Agreement and benefit will be superseded by the Agreement to be part of the Agreementextent they are inconsistent or incompatible, unless the parties otherwise agree in writing. The foregoing manual, as amended and supple mented from time to time, is referred to in this Agreement as the"Procedures Manual". The parties agree to complete and agree on the initial list of Codeshared Routes on which Procedures manual no later than 15 days before the Parties and their Affiliates may codeshare first date that a Codeshare Flight is attached hereto conducted (the "Implemen tation Date", as Annex B. Great Lakes shall contemplated in Exhibit A). 2.3. The Operating Carrier must provide to the Codeshared Passengers, at a minimum, least the same standard of customer service in-flight services to Codeshare Passengers as it provides to its own passengers traveling and, must perform its services with respect to Codeshare Passengers in the same class of service which standard shalla first quality manner, in any event, be reasonably in accordance with the standards of customer service reasonably established by United for the comparable class of service on its flightsMarketing Carrier. Minimum customer service standards, Current general passenger service procedures, procedures and policies for the Codeshared Flights, including baggage services, Codeshare Flights will be detailed in the Procedures Manual. In order to ensure a con sistently high standard of passenger service, the parties will establish a joint quality monitoring group (consisting of personnel from the parties' respective reservations, scheduling, yield management, airport services and other relevant departments) no later than 30 days before the Implementation Date which will meet as agreed by necessary to review, refine and improve passenger service procedures during the Partiesterm of this Agreement, but no less frequently than once during each quarter. 2.2 2.4. The Parties shall parties will use commercially reasonable efforts to coordinate their service schedules to maximize the convenience, and minimize the waiting time time, of passengers making connections between the Codeshared connecting to and from Codeshare Flights and other to connecting flights operated by the Parties; providedparties, however, that although neither Party party is obligated to operate a specific flights flight or service schedules and schedule (each Party retains party retaining the right to determine the final service schedules schedule of its own flights). Each party will assign individuals to serve as schedule coordinators to exchange schedule information on a regular basis and to meet when necessary to improve the coordination of the parties' flight schedules. 2.3 The Parties may add Codeshared Flights, as may be mutually agreed, without formally amending this Agreement. Either Party may, in its sole discretion, discontinue Codeshared Flights without formally amending this agreement. Such changes shall be evidenced by United’s publishing such changes in the Airline Guides, CRSs or Reservations Systems. Great Lakes reserves the right to discontinue any specific route, flight number, equipment or schedule, and United reserves the right to remove its Code from any Codeshared Flight at any time2.5. In the event of such discontinuation or removal, the Party so discontinuing or removing, as applicable, shall notify the other Party as soon as reasonably possible and such other Party shall cooperate in publishing the resulting changes to affected Codeshared Flights in the Airline Guides, CRSs, Reservations Systems, and other sources of airline schedule information. 2.4 Unless otherwise agreed by the Parties, in the event of any flight cancellation cancellations or other schedule irregularityirregularities, involuntary rerouting or denied boarding by Great Lakes with respect the Operating Carrier is required to a Codeshared Flight, Great Lakes shall: (a) ensure that all passengers shall be handled reaccommodate Codeshare Passengers in accordance with the same policies and procedures criteria applied to avoid any discrimination against a Codeshared Passenger; (b) at its own cost passengers and expense (except as further detailed in the Procedures Manual. 2.6. The text and delivery of in-flight announcements that relate to the extent such irregularityCodeshare Passengers will be agreed in advance by the parties, involuntary rerouting or denied boarding is caused by United)subject to Applicable Law, accommodate and/or pay denied boarding compensation or otherwise compensate Codeshared Passengers, and will be further detailed in the same manner as its own passengers; and (c) notify United as agreed uponProcedures Manual. 2.5 With respect to Codeshare Passengers for matters between the passenger and United, the Conditions of Carriage of United shall be deemed to govern the transportation of Codeshare Passengers on Codeshare Flights. As between the Carriers, the Conditions of Carriage of Great Lakes shall govern the transportation of Codeshare Passengers on Codeshare Flights. The Carriers will use commercially reasonable efforts to identify any material discrepancies between their respective Conditions of Carriage and use commercially reasonable efforts to develop procedures to minimize potential service inconvenience or disruption to Codeshare Passengers due to such discrepancies. For the avoidance of doubt, Each Carrier’s operations will be conducted in accordance with its own Conditions of Carriage and neither Carrier shall be obligated to change its Conditions of Carriage pursuant to this Agreement. Notwithstanding anything in this Section 2.6, the liability of the Parties to each other with respect to passenger claims shall be governed by Sections 18 and 19. 2.6 Great Lakes shall ensure that each Codeshared Flight operated by it shall be operated under its operating certificate2.7. In the event that Great Lakes intends this Agreement is silent with respect to substitute for which party's policies and procedures are applicable to a Codeshared Flight an aircraft that will be operated under Codeshare Flight, and absent any other agreement, Procedure Manual provision or applicable Law, the operating certificate policies and procedures of a third-party Great Lakes must provide United with prior written notice the Operating Carrier apply. 2.8. The Operating Carrier agrees to employ prudent safety and loss prevention policies. The Operating Carrier has final authority and responsibility concerning the operation and safety of its intention. Such notice shall be provided to United as soon as practicable after Great Lakes makes its decision regarding the aircraft substitutionand its passengers. United In emergencies, the parties will adhere to the emergency procedures for Codeshare Passengers contained in the Procedures Manual. 2.9. Neither party to this Agreement shall have propose to the rightother any agreement on: (a) price, should it elect (b) routes, (c) frequency of service, (d) schedules (except for adjustments in time necessary to do so, to (i) accommodate its passengers on the substitute aircraftfacilitate connections as provided for in Section 2.4 hereof), or (iie) remove types of equipment used on routes. Each party shall make its Code from own decisions on those matters unilaterally without consulting the Codeshared Flight, and reaccommodate its Codeshared Passengers ticketed for travel on such Codeshared Flight to another flight. Great Lakes shall reimburse United for all costs of such reaccommodation, including (i) any additional costs incurred to reaccommodate the Codeshared Passenger on a third-party carrier acceptable to United, on the same route or with a routing that duplicates as closely as practicable, the Codeshared Passenger’s original routing, in the same class of service if available, or if not, in a higher class of service, and (ii) any reasonable hotel, meal, and other incidental costs associated with the reaccommodationparty. 2.7 The Parties agree to comply with the Technical Implementation and System Links requirements set forth in Annex C hereto.

CODESHARE SERVICE. 2.1 2.1. The Parties have designated parties will mutually designate certain flights ("Codeshare Flights") on which United has placed its Code (each, a “Codeshared Flight”), which may include flights operated by their Affiliates, serving the city-pairs (each city-pair, a “Codeshared Route”pair(s) identified in writing Exhibit A to this agreement on which the parties will share their two letter designator codes ("W7" for WestPac and "F9" for Frontier, both being referred to as the "Codes"), as published in the Airlines Guides or CRS's from time to time. The sharing of Codes for Codeshare Flights will occur from and after the respective Implementation Date shown on Exhibit A, unless otherwise agreed by the Parties parties. 2.2. The parties will prepare a procedures manual containing detailed procedures for implementing this Agreement. The procedures manual, including the amendments or additions the parties may make from time to time without formally amending (in accordance with changes in Applicable Law or for other mutually agreed reasons), is incorporated into and made a part of this Agreement. However, any current or future provisions of the procedures manual which conflict with this Agreement will not be deemed to amend this Agreement and benefit will be superseded by the Agreement to be part of the Agreementextent they are inconsistent or incompatible, unless the parties otherwise agree in writing. The foregoing manual, as amended and supplemented from time to time, is referred to in this Agreement as the"Procedures Manual". The parties agree to complete and agree on the initial list of Codeshared Routes on which Procedures manual no later than 15 days before the Parties and their Affiliates may codeshare first date that a Codeshare Flight is attached hereto conducted (the "Implementation Date", as Annex B. Great Lakes shall contemplated in Exhibit A). 2.3. The Operating Carrier must provide to the Codeshared Passengers, at a minimum, least the same standard of customer service in-flight services to Codeshare Passengers as it provides to its own passengers traveling and, must perform its services with respect to Codeshare Passengers in the same class of service which standard shalla first quality manner, in any event, be reasonably in accordance with the standards of customer service reasonably established by United for the comparable class of service on its flightsMarketing Carrier. Minimum customer service standards, Current general passenger service procedures, procedures and policies for the Codeshared Flights, including baggage services, Codeshare Flights will be detailed in the Procedures Manual. In order to ensure a consistently high standard of passenger service, the parties will establish a joint quality monitoring group (consisting of personnel from the parties' respective reservations, scheduling, yield management, airport services and other relevant departments) no later than 30 days before the Implementation Date which will meet as agreed by necessary to review, refine and improve passenger service procedures during the Partiesterm of this Agreement, but no less frequently than once during each quarter. 2.2 2.4. The Parties shall parties will use commercially reasonable efforts to coordinate their service schedules to maximize the convenience, and minimize the waiting time time, of passengers making connections between the Codeshared connecting to and from Codeshare Flights and other to connecting flights operated by the Parties; providedparties, however, that although neither Party party is obligated to operate a specific flights flight or service schedules and schedule (each Party retains party retaining the right to determine the final service schedules schedule of its own flights). Each party will assign individuals to serve as schedule coordinators to exchange schedule information on a regular basis and to meet when necessary to improve the coordination of the parties' flight schedules. 2.3 The Parties may add Codeshared Flights, as may be mutually agreed, without formally amending this Agreement. Either Party may, in its sole discretion, discontinue Codeshared Flights without formally amending this agreement. Such changes shall be evidenced by United’s publishing such changes in the Airline Guides, CRSs or Reservations Systems. Great Lakes reserves the right to discontinue any specific route, flight number, equipment or schedule, and United reserves the right to remove its Code from any Codeshared Flight at any time2.5. In the event of such discontinuation or removal, the Party so discontinuing or removing, as applicable, shall notify the other Party as soon as reasonably possible and such other Party shall cooperate in publishing the resulting changes to affected Codeshared Flights in the Airline Guides, CRSs, Reservations Systems, and other sources of airline schedule information. 2.4 Unless otherwise agreed by the Parties, in the event of any flight cancellation cancellations or other schedule irregularityirregularities, involuntary rerouting or denied boarding by Great Lakes with respect the Operating Carrier is required to a Codeshared Flight, Great Lakes shall: (a) ensure that all passengers shall be handled reaccommodate Codeshare Passengers in accordance with the same policies and procedures criteria applied to avoid any discrimination against a Codeshared Passenger; (b) at its own cost passengers and expense (except as further detailed in the Procedures Manual. 2.6. The text and delivery of in-flight announcements that relate to the extent such irregularityCodeshare Passengers will be agreed in advance by the parties, involuntary rerouting or denied boarding is caused by United)subject to Applicable Law, accommodate and/or pay denied boarding compensation or otherwise compensate Codeshared Passengers, and will be further detailed in the same manner as its own passengers; and (c) notify United as agreed uponProcedures Manual. 2.5 With respect to Codeshare Passengers for matters between the passenger and United, the Conditions of Carriage of United shall be deemed to govern the transportation of Codeshare Passengers on Codeshare Flights. As between the Carriers, the Conditions of Carriage of Great Lakes shall govern the transportation of Codeshare Passengers on Codeshare Flights. The Carriers will use commercially reasonable efforts to identify any material discrepancies between their respective Conditions of Carriage and use commercially reasonable efforts to develop procedures to minimize potential service inconvenience or disruption to Codeshare Passengers due to such discrepancies. For the avoidance of doubt, Each Carrier’s operations will be conducted in accordance with its own Conditions of Carriage and neither Carrier shall be obligated to change its Conditions of Carriage pursuant to this Agreement. Notwithstanding anything in this Section 2.6, the liability of the Parties to each other with respect to passenger claims shall be governed by Sections 18 and 19. 2.6 Great Lakes shall ensure that each Codeshared Flight operated by it shall be operated under its operating certificate2.7. In the event that Great Lakes intends this Agreement is silent with respect to substitute for which party's policies and procedures are applicable to a Codeshared Flight an aircraft that will be operated under Codeshare Flight, and absent any other agreement, Procedure Manual provision or applicable Law, the operating certificate policies and procedures of a third-party Great Lakes must provide United with prior written notice the Operating Carrier apply. 2.8. The Operating Carrier agrees to employ prudent safety and loss prevention policies. The Operating Carrier has final authority and responsibility concerning the operation and safety of its intention. Such notice shall be provided to United as soon as practicable after Great Lakes makes its decision regarding the aircraft substitutionand its passengers. United In emergencies, the parties will adhere to the emergency procedures for Codeshare Passengers contained in the Procedures Manual. 2.9. Neither party to this Agreement shall have propose to the rightother any agreement on: (a) price, should it elect (b) routes, (c) frequency of service, (d) schedules (except for adjustments in time necessary to do so, to (i) accommodate its passengers on the substitute aircraftfacilitate connections as provided for in Section 2.4 hereof), or (iie) remove types of equipment used on routes. Each party shall make its Code from own decisions on those matters unilaterally without consulting the Codeshared Flight, and reaccommodate its Codeshared Passengers ticketed for travel on such Codeshared Flight to another flight. Great Lakes shall reimburse United for all costs of such reaccommodation, including (i) any additional costs incurred to reaccommodate the Codeshared Passenger on a third-party carrier acceptable to United, on the same route or with a routing that duplicates as closely as practicable, the Codeshared Passenger’s original routing, in the same class of service if available, or if not, in a higher class of service, and (ii) any reasonable hotel, meal, and other incidental costs associated with the reaccommodationparty. 2.7 The Parties agree to comply with the Technical Implementation and System Links requirements set forth in Annex C hereto.

CODESHARE SERVICE. 2.1 The Parties have designated shall mutually designate certain flights on which United has placed its Code the Parties shall place their respective Codes (each, a “Codeshared Flight”), which may include flights operated by their AffiliatesAuthorized Affiliates and Authorized Wet Lessors, serving the city-pairs (each city-city- pair, a “Codeshared Route”) identified in writing by the Parties from time to time without formally amending this Agreement and benefit to be part of the Agreement. The initial list of Codeshared Routes on which the Parties and their Authorized Affiliates and Authorized Wet Lessors may codeshare is attached hereto as Annex B. Great Lakes The Parties may implement the planned codesharing in multiple phases on or after the dates set out in Annex B subject to obtaining all required Governmental Approvals. 2.2 Detailed procedures for implementing this Agreement will be set forth in the Procedures Manual, which will be prepared by the Parties in conjunction with this Agreement. The Procedures Manual, including any amendments or supplements thereto agreed in writing between the Parties from time to time, shall be incorporated by reference into and made a part of this Agreement; provided, however, that the terms of this Agreement shall prevail in the event of a conflict between a provision of this Agreement and any provision of the Procedures Manual. 2.3 The Operating Carrier for each Codeshared Flight shall provide to the Codeshared Passengers, at a minimum, the same standard of customer service as it provides to its own passengers traveling in the same class of service which standard shall, in any event, be reasonably in accordance with the standards of customer service reasonably established by United for the comparable class of service on its flightsservice. Minimum customer service standards, general passenger service procedures, and policies for the Codeshared Flights, including baggage services, will be as agreed by are detailed in Annex C and the PartiesProcedures Manual. 2.2 2.4 The Parties shall use commercially reasonable efforts to coordinate their service schedules to maximize the convenience, and minimize the waiting time of passengers making connections between the Codeshared Flights and other flights operated by the Parties; provided, however, that neither Party is obligated to operate specific flights or service schedules and each Party retains the right to determine the service schedules of its own flights. 2.3 2.5 The Parties may add or discontinue Codeshared Flights, as may be mutually agreed, without formally amending this Agreement. Either Party may, in its sole discretion, discontinue Codeshared Flights without formally amending this agreement. Such The Parties agreement to effect such changes shall be evidenced by United’s both the Marketing Carrier and the Operating Carrier publishing such changes in the Airline Guides, CRSs or Reservations Systems. Great Lakes The Operating Carrier reserves the right to discontinue any specific route, flight number, equipment or schedule, and United reserves the right to remove its Code from any Codeshared Flight at any time. In the event of such discontinuation or removaldiscontinuation, the Party so discontinuing or removing, as applicable, Operating Carrier shall notify the other Party Marketing Carrier as soon as reasonably possible and such other Party the Marketing Carrier shall cooperate in publishing the resulting changes to affected Codeshared Flights in the Airline Guides, CRSs, Reservations Systems, and other sources of airline schedule information. 2.4 Unless 2.6 Except as otherwise agreed by provided in Section 2.8(b) below and/or in the PartiesProcedures Manual, in the event of any flight cancellation or other schedule irregularity, involuntary rerouting or denied boarding by Great Lakes the Operating Carrier with respect to a Codeshared Flight, Great Lakes the Operating Carrier shall: (a) ensure that all passengers shall be handled in accordance with the same policies and procedures to avoid any discrimination against a Codeshared Passenger, unless otherwise agreed between the Parties; (b) at its own cost and expense (except to the extent such irregularity, involuntary rerouting or denied boarding is caused by Unitedthe Marketing Carrier), accommodate and/or pay denied boarding compensation or otherwise compensate Codeshared Passengers, in the same manner as its own passengerspassengers and subject to the provisions of the Procedures Manual, the Marketing Carrier’s Conditions of Carriage and Applicable Law; and (c) notify United as agreed uponthe Marketing Carrier in accordance with the Procedures Manual. 2.5 With respect 2.7 The Conditions of Carriage of the Marketing Carrier, including its limits of liability to Codeshare Passengers for matters between passengers, shall govern the passenger transportation of Codeshared Passengers, and United, the Conditions of Carriage of United the Operating Carrier, including its limits of liability to passengers, shall be deemed apply to govern those passengers traveling on the transportation Codeshared Flights under the Code of Codeshare Passengers on Codeshare Flightsthe Operating Carrier. As between the Carriers, the The respective Conditions of Carriage of Great Lakes shall govern the transportation of Codeshare Passengers on Codeshare Flights. The Carriers will use commercially reasonable efforts to identify any material discrepancies between their respective Conditions of Carriage and use commercially reasonable efforts to develop procedures to minimize potential service inconvenience or disruption to Codeshare Passengers due to such discrepancies. For the avoidance of doubt, Each Carrier’s operations will be conducted in accordance with its own Conditions of Carriage and neither Carrier Parties shall be obligated notified to change its Conditions of Carriage pursuant the passengers to this Agreementthe extent and in the manner required by Applicable Law, rules and regulations. Notwithstanding anything in this Section 2.62.7, the liability of the Parties to each other with respect to passenger claims shall be governed by Sections 18 17 and 1918. 2.6 Great Lakes (a) The Party that is the Operating Carrier (or whose Authorized Affiliate or Authorized Wet Lessor is the Operating Carrier) shall ensure that each Codeshared Flight operated by it shall be operated under its operating certificatecertificate or under the operating certificate of an Authorized Affiliate or Authorized Wet Lessor. (b) If there is a change in the carrier scheduled to operate a Codeshared Flight, the Operating Carrier shall promptly notify the Marketing Carrier of such change. The Marketing Carrier shall take all appropriate steps to ensure that Codeshared Passengers are notified of the change as soon as possible. If the Operating Carrier fails to notify the Marketing Carrier of a change or a change occurs within 36 hours of scheduled departure, the Marketing Carrier shall be deemed to have insufficient time to notify Codeshared Passengers of the change. The Marketing Carrier may thereupon continue to notify Codeshared Passengers of the change in accordance with its customer service policies if it is able to do so but the Operating Carrier shall take primary responsibility for notifying all Codeshared Passengers still booked under the Marketing Carrier Code of the change at time of check-in. In the event that Great Lakes intends to substitute for re-accommodation is necessary either because the substituted carrier is not an Authorized Affiliate or Authorized Wet Lessor, or because a Codeshared Passenger who is notified of such a change elects not to travel on the substituted carrier, the notifying carrier shall at its own cost and expense re-accommodate the Codeshared Passenger unless the passenger seeks a refund in which event the Marketing Carrier shall be responsible for making such refund in accordance with its fare rules, conditions of carriage and Applicable Law. This Section 2.8 shall not apply when a Party, as Operating Carrier, substitutes its aircraft for the Codeshared Flight with aircraft operated under the operating certificate of an Authorized Affiliate or Authorized Wet Lessor. 2.9 Notwithstanding anything in this Agreement to the contrary, the Operating Carrier may operate any or all of the Codeshared Flights with aircraft that will be operated under the operating certificate of a third-third party Great Lakes must provide United with prior written notice carrier (an “Authorized Wet Lessor”) and wetleased by such Authorized Wet Lessor to the Operating Carrier for the purpose of its intention. Such notice shall operating such Codeshared Flights (such Codeshared Flights hereafter to be provided referred to United as soon as practicable after Great Lakes makes its decision regarding the aircraft substitution. United shall have the right“Wetleased Codeshared Flights”); provided, should it elect to do sohowever, to that (i) accommodate prior to operating any such Wetleased Codeshared Flights any Authorized Wet Lessor shall be approved by the Marketing Carrier in writing, which approval may be withheld by the Marketing Carrier in its passengers on the substitute aircraftsole discretion, or (ii) remove its Code from the Operating Carrier and such Authorized Wet Lessor shall comply with all Applicable Law with respect to such Wetleased Codeshared FlightFlights, (iii) the applicability of this Section 2.9 shall be subject to the Operating Carrier and reaccommodate its the Marketing Carrier receiving all Governmental Approvals with regard to such Wetleased Codeshared Passengers ticketed for travel on Flights and to a successful completion of the IATA Operational Safety Audit (IOSA) registration by such Codeshared Flight to another flight. Great Lakes shall reimburse United for all costs of such reaccommodationAuthorized Wet Lessor, including (iv) the Marketing Carrier may withdraw any approval as provided in Section 2.9 (i) at any additional costs incurred to reaccommodate the Codeshared Passenger on a third-party carrier acceptable to United, on the same route or with a routing that duplicates as closely as practicable, the Codeshared Passenger’s original routing, time in the same class of service if available, or if not, in a higher class of serviceits sole discretion, and (iiv) any such Wetleased Codeshared Flights (if any) shall be subject to all of the terms and conditions of this Agreement as if they are operated with aircraft operated under the operating certificate of the Operating Carrier itself. Notwithstanding anything herein to the contrary, nothing in this Section 2.9 shall prevent the Marketing Carrier from, at its sole discretion, performing additional safety audits of such Authorized Wet Lessor and the aircraft to be used for the operation of such Wetleased Codeshared Flights and the Operating Carrier shall use reasonable hotel, meal, and other incidental costs associated with efforts to cause the reaccommodation. 2.7 The Parties Authorized Wet Lessor to agree to comply with such additional safety audits; provided, however, that such additional safety audits shall be performed at reasonable times and within a reasonable timeframe and without interrupting the Technical Implementation and System Links requirements set forth in Annex C heretoAuthorized Wet Lessor’s operations.

CODESHARE SERVICE. 2.1 The Parties have designated shall mutually designate certain flights on which United has placed its Code the Parties shall place their respective Codes (each, a “Codeshared Flight”), which may include flights operated by their AffiliatesAuthorized Affiliates and Authorized Wet Lessors, serving the city-pairs (each city-pair, a “Codeshared Route”) identified in writing via email concurrence by the Parties from time to time without formally amending this Agreement and benefit to be part of the Agreement. The initial list of Codeshared Routes on which the Parties and their Authorized Affiliates and Authorized Wet Lessors may codeshare is attached hereto as Annex B. Great Lakes B. 2.2 Detailed procedures for implementing this Agreement will be set forth in the Procedures Manual, which will be prepared by the Parties in conjunction with this Agreement. The Procedures Manual, including any amendments or supplements thereto agreed in writing between the Parties from time to time, shall be incorporated by reference into and made a part of this Agreement; provided, however, that the terms of this Agreement shall prevail in the event of a conflict between a provision of this Agreement and any provision of the Procedures Manual. 2.3 The Operating Carrier for each Codeshared Flight shall provide to the Codeshared Passengers, at a minimum, the same standard of customer service as it provides to its own G1 passengers traveling in the same class of service service, which standard shall, in any event, be reasonably in accordance with the standards of customer service reasonably established by United the Marketing Carrier for the comparable class of service on its flights. Minimum customer service standards, general passenger service procedures, and policies for the Codeshared Flights, including baggage services, will be as agreed by are detailed in Annex C and the PartiesProcedures Manual. 2.2 2.4 The Parties shall use commercially reasonable efforts to coordinate their service schedules to maximize the convenience, and minimize the waiting time time, of passengers making connections between the Codeshared Flights and other flights operated by the Parties; provided, however, that neither Party is obligated to operate specific flights or service schedules and each Party retains the right to determine the service schedules of its own flights. 2.3 2.5 The Parties may add or discontinue Codeshared Flights, as may be mutually agreed, without formally amending this Agreement. Either Party may, in its sole discretion, discontinue Codeshared Flights without formally amending this agreement. Such changes shall be evidenced by United’s publishing such changes [***] 2.6 Except as otherwise provided in the Airline Guides, CRSs or Reservations Systems. Great Lakes reserves the right to discontinue any specific route, flight number, equipment or schedule, and United reserves the right to remove its Code from any Codeshared Flight at any time. In the event of such discontinuation or removal, the Party so discontinuing or removing, as applicable, shall notify the other Party as soon as reasonably possible and such other Party shall cooperate in publishing the resulting changes to affected Codeshared Flights in the Airline Guides, CRSs, Reservations Systems, and other sources of airline schedule information. 2.4 Unless otherwise agreed by the PartiesProcedures Manual, in the event of any flight cancellation or other schedule irregularity, involuntary rerouting or denied boarding by Great Lakes the Operating Carrier with respect to a Codeshared Flight, Great Lakes the Operating Carrier shall: (a) ensure that all passengers shall be handled in accordance with the same policies and procedures to avoid any discrimination against a Codeshared Passenger; (b) at its own cost and expense (except to the extent such irregularity, involuntary rerouting or denied boarding is caused by Unitedthe Marketing Carrier), accommodate and/or pay denied boarding compensation or otherwise compensate Codeshared Passengers, in the same manner as its own passengerspassengers and subject to the provisions of the Procedures Manual and Applicable Law; and (c) notify United as agreed uponthe Marketing Carrier in accordance with the Procedures Manual. 2.5 With respect 2.7 The Conditions of Carriage of the Marketing Carrier, including its limits of liability to Codeshare Passengers for matters between passengers, shall govern the passenger transportation of Codeshared Passengers, and United, the Conditions of Carriage of United the Operating Carrier, including its limits of liability to passengers, shall be deemed apply to govern those passengers traveling on the transportation Codeshared Flights under the Code of Codeshare Passengers on Codeshare Flightsthe Operating Carrier. As between the Carriers, the The respective Conditions of Carriage of Great Lakes shall govern the transportation of Codeshare Passengers on Codeshare Flights. The Carriers will use commercially reasonable efforts to identify any material discrepancies between their respective Conditions of Carriage and use commercially reasonable efforts to develop procedures to minimize potential service inconvenience or disruption to Codeshare Passengers due to such discrepancies. For the avoidance of doubt, Each Carrier’s operations will be conducted in accordance with its own Conditions of Carriage and neither Carrier Parties shall be obligated notified to change its Conditions of Carriage pursuant the passengers to this Agreementthe extent and in the manner required by Applicable Law, rules and regulations. Notwithstanding anything in this Section 2.62.7, the liability of the Parties to each other with respect to passenger claims shall be governed by Sections 18 17 and 1918. Neither Party shall be obligated to change its Conditions of Carriage pursuant to this Agreement. The current version of the JetBlue Contract of Carriage may be found online at: ▇▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇.▇▇▇/magnoliapublic/dam/ui-assets/p/jetblue_coc.pdf The current version of the American Conditions of Carriage may be found online at: ▇▇▇▇▇://▇▇▇.▇▇.▇▇▇/i18n/footer/conditions-of-carriage.jsp?locale=en_HK US-DOCS\116490325.18 2.6 Great Lakes (a) The Party that is the Operating Carrier (or whose Authorized Affiliate or Authorized Wet Lessor is the Operating Carrier) shall ensure that each Codeshared Flight operated by it shall be operated under its operating certificate. In the event that Great Lakes intends to substitute for a Codeshared Flight an aircraft that will be operated certificate or under the operating certificate of [***]. (b) If there is a third-party Great Lakes must provide United with prior written notice change in the carrier scheduled to operate a Codeshared Flight, the Operating Carrier shall promptly notify the Marketing Carrier of its intentionsuch change as outlined in the Procedures Manual. Such notice The Marketing Carrier shall be provided take all appropriate steps to United ensure that Codeshared Passengers are notified of the change as soon as practicable after Great Lakes makes possible. The Marketing Carrier may thereupon continue to notify Codeshared Passengers of the change in accordance with its decision regarding the aircraft substitution. United shall have the right, should customer service policies if it elect is able to do soso but the Operating Carrier shall take primary responsibility for notifying all Codeshared Passengers still booked under the Marketing Carrier Code of the change at time of check-in. The Parties shall endeavor to share passenger contact information in accordance with the A4A/IATA Reservations Interline Message Procedures – Passengers (“AIRIMP”) Section 3.20. 1. In the event re-accommodation is necessary either because the substituted carrier is not an Authorized Affiliate or Authorized Wet Lessor, or because a Codeshared Passenger who is notified of such a change elects not to (i) accommodate its passengers travel on the substitute aircraftsubstituted carrier, or (ii) remove the notifying carrier shall at its Code from the Codeshared Flight, own cost and reaccommodate its Codeshared Passengers ticketed for travel on such Codeshared Flight to another flight. Great Lakes shall reimburse United for all costs of such reaccommodation, including (i) any additional costs incurred to reaccommodate expense re-accommodate the Codeshared Passenger on unless the passenger seeks a third-party carrier acceptable to United, on the same route or with a routing that duplicates as closely as practicable, the Codeshared Passenger’s original routingrefund, in which event the same class Marketing Carrier shall be responsible for making such refund in accordance with its fare rules, Conditions of service if available, or if not, in a higher class of service, Carriage and (ii) any reasonable hotel, meal, and other incidental costs associated with the reaccommodationApplicable Law. 2.7 The Parties agree to comply with the Technical Implementation and System Links requirements set forth in Annex C hereto.2.9 [***]