Common use of Increased Costs Clause in Contracts

Increased Costs. In the event that by reason of any change after the Amendment Closing Date in applicable law, rule or regulation of any Swiss Governmental Authority with authority over Swiss banks or any U.S. Governmental Authority with authority over non-U.S. banks with U.S. banking business (each, an “Applicable Governmental Authority”) or in the interpretation thereof by any Applicable Governmental Authority charged with the administration, application or interpretation thereof, or by reason of the adoption or enactment, as of and following the Amendment Closing Date, of any requirement, request or directive (whether or not having the force of law) of any such Applicable Governmental Authority with respect to this Agreement that shall impose, modify or deem applicable any reserve, special deposit assessment or insurance fee or similar requirement against assets of, deposits with or for the account of, or credit extended by UBS AG, Stamford Branch, in its capacity as Issuing Lender, or shall subject UBS AG, Stamford Branch, in its capacity as Issuing Lender, or its Controlling Persons to any tax, levy, impost, charge, fee, duty, deduction or withholding of any kind whatsoever with respect to the Letter of Credit, this Agreement or any other Transaction Document, or change the basis of taxation of UBS AG, Stamford Branch, in its capacity as Issuing Lender, with respect to any amounts payable under this Agreement (in either case, except for Indemnified Taxes or Other Taxes indemnifiable under Section 2.05 and the imposition of, or any change in the rate of, any Excluded Tax payable by the Issuing Lender); and if any of the above-mentioned measures, events or circumstances shall result in an increase in the cost to UBS AG, Stamford Branch, in its capacity as Issuing Lender, of making, issuing, maintaining, amending or funding the Letter of Credit, or taking any other action with respect to the Letter of Credit contemplated under this Agreement, or a reduction in the amount of principal or interest or Utilization Fees received or receivable by UBS AG, Stamford Branch, in its capacity as Issuing Lender, in respect thereof, the Borrower agrees to pay to UBS AG, Stamford Branch, in its capacity as Issuing Lender, an amount equal to such additional cost, reduction, other loss or damage or foregone interest or other amount; provided, that UBS AG, Stamford Branch, in its capacity as Issuing Lender, shall only exercise its rights under this Section 2.04(a) if it exercises such rights under all other similar transactions to which it is a party.

Increased Costs. In The Borrower shall pay to the event that Liquidity Provider from time to time such amounts as may be necessary to compensate the Liquidity Provider for any increased costs incurred by reason the Liquidity Provider which are attributable to its making or maintaining any LIBOR Advances hereunder or its obligation to make any such Advances hereunder, or any reduction in any amount receivable by the Liquidity Provider under this Agreement or the Intercreditor Agreement in respect of any such Advances or such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any change after the Amendment Closing Date date of this Agreement in applicable lawU.S. federal, rule or regulation of any Swiss Governmental Authority with authority over Swiss banks or any U.S. Governmental Authority with authority over non-U.S. banks with U.S. banking business (eachstate, an “Applicable Governmental Authority”) or in the interpretation thereof by any Applicable Governmental Authority charged with the administration, application or interpretation thereofmunicipal, or by reason of the adoption foreign laws or enactment, as of and following the Amendment Closing Date, of any requirement, request or directive regulations (whether or not having the force of law"Regulatory Change") of any such Applicable Governmental Authority with respect to this Agreement that shall impose, modify or deem applicable any reserve, special deposit assessment or insurance fee or similar requirement against assets of, deposits with or for the account of, or credit extended by UBS AG, Stamford Branch, in its capacity as Issuing Lender, or shall subject UBS AG, Stamford Branch, in its capacity as Issuing Lender, or its Controlling Persons to any tax, levy, impost, charge, fee, duty, deduction or withholding of any kind whatsoever with respect to the Letter of Credit, this Agreement or any other Transaction Document, or change which changes the basis of taxation of UBS AG, Stamford Branch, in its capacity as Issuing Lender, with respect to any amounts payable to the Liquidity Provider under this Agreement in respect of any such Advances (in either case, except for Indemnified Taxes or Other Taxes indemnifiable under Section 2.05 other than Excluded Taxes). The Liquidity Provider agrees to use reasonable efforts (consistent with applicable legal and regulatory restrictions) to change the imposition ofjurisdiction of its Lending Office if making such change would avoid the need for, or any change in reduce the rate amount of, any Excluded Tax amount payable by the Issuing Lender); and if any of the above-mentioned measures, events or circumstances shall result in an increase in the cost to UBS AG, Stamford Branch, in its capacity as Issuing Lender, of making, issuing, maintaining, amending or funding the Letter of Credit, or taking any other action with respect to the Letter of Credit contemplated under this Agreement, or a reduction in the amount of principal or interest or Utilization Fees received or receivable by UBS AG, Stamford Branch, in its capacity as Issuing Lender, in respect thereof, the Borrower agrees to pay to UBS AG, Stamford Branch, in its capacity as Issuing Lender, an amount equal to such additional cost, reduction, other loss or damage or foregone interest or other amount; provided, that UBS AG, Stamford Branch, in its capacity as Issuing Lender, shall only exercise its rights under this Section 2.04(a) if that may thereafter accrue and would not, in the reasonable judgment of the Liquidity Provider, be otherwise disadvantageous to the Liquidity Provider. The Liquidity Provider will notify the Borrower of any event occurring after the date of this Agreement that will entitle the Liquidity Provider to compensation pursuant to this Section 3.01 as promptly as practicable after it exercises obtains knowledge thereof and determines to request such rights compensation, which notice shall describe in reasonable detail the calculation of the amounts owed under all other similar transactions this Section. Determinations by the Liquidity Provider for purposes of this Section 3.01 of the effect of any Regulatory Change on its costs of making or maintaining Advances or on amounts receivable by it in respect of Advances, and of the additional amounts required to which it is a partycompensate the Liquidity Provider in respect of any Additional Costs, shall be prima facie evidence of the amount owed under this Section.

Increased Costs. In the event that by reason If as a result of any change after the Amendment Closing Date in applicable law, rule or regulation of any Swiss Governmental Authority with authority over Swiss banks Regulatory Change or any U.S. Governmental Authority compliance by the Liquidity Provider or its head office with authority over non-U.S. banks with U.S. banking business (each, an “Applicable Governmental Authority”) or in the interpretation thereof by any Applicable Governmental Authority charged with the administration, application or interpretation thereof, or by reason of the adoption or enactment, as of and following the Amendment Closing Date, of any requirement, official request or directive regarding the same (whether or not having the force of law) of there shall be (x) any such Applicable Governmental Authority with respect to this Agreement that shall impose, modify or deem applicable any reserve, special deposit assessment or insurance fee or similar requirement against assets of, deposits with or for the account of, or credit extended by UBS AG, Stamford Branch, in its capacity as Issuing Lender, or shall subject UBS AG, Stamford Branch, in its capacity as Issuing Lender, or its Controlling Persons to any tax, levy, impost, charge, fee, duty, deduction or withholding of any kind whatsoever with respect to the Letter of Credit, this Agreement or any other Transaction Document, or change the basis of taxation of UBS AG, Stamford Branch, in its capacity as Issuing Lender, with respect to any amounts payable under this Agreement (in either case, except for Indemnified Taxes or Other Taxes indemnifiable under Section 2.05 and the imposition of, or any change in the rate of, any Excluded Tax payable by the Issuing Lender); and if any of the above-mentioned measures, events or circumstances shall result in an increase in the actual cost to UBS AG, Stamford Branch, in its capacity as Issuing Lender, the Liquidity Provider of making, issuingfunding or maintaining any Advances or its obligation to make any such Advances, maintaining, amending or funding the Letter of Credit, or taking (y) any other action with respect to the Letter of Credit contemplated under this Agreement, or a reduction in the amount of principal or interest or Utilization Fees received or receivable by UBS AG, Stamford Branch, in its capacity as Issuing Lender, the Liquidity Provider under this Agreement or the Intercreditor Agreement in respect thereof, or (z) any reduction in the rate of return on the Liquidity Provider's capital as a consequence of its commitment hereunder, its funding Advances or maintaining Unpaid Advances or its funding or maintaining the Downgrade Advance or the Non-Extension Advance to a level below that which the Liquidity Provider could have achieved but for such adoption, change or compliance (taking into consideration the Liquidity Provider's policies with respect to capital adequacy), and in case of any such an increase or reduction, such event does not arise from the gross negligence or willful misconduct of the Liquidity Provider, from its breach of any of its representations, warranties, covenants or agreements contained herein or in the Intercreditor Agreement or from its failure to comply with any such Regulatory Change (any such increase or reduction being referred to herein as an "Increased Cost"), then the Borrower agrees shall from time to time pay to UBS AG, Stamford Branch, in its capacity as Issuing Lender, the Liquidity Provider an amount equal to such additional costIncreased Cost within 15 Business Days after delivery to the Borrower and American of a certificate of an officer of the Liquidity Provider describing in reasonable detail the event by reason of which it claims such Increased Cost and the basis for the determination of the amount of such Increased Cost; provided that, reductionthe Borrower shall be obligated to pay amounts only with respect to any Increased Costs accruing from the date 120 days prior to the date of delivery of such certificate. Such certificate, other loss in the absence of manifest error, shall be considered prima facie evidence of the amount for purposes of this Agreement; provided that any determinations and allocations by the Liquidity Provider of the effect of any Regulatory Change on the costs of maintaining the Advances are made on a reasonable basis. The Liquidity Provider shall not be entitled to assert any claim under this Section 3.01 in respect of or damage attributable to Taxes. The Liquidity Provider will notify the Borrower and American as promptly as practicable after obtaining actual knowledge of any event occurring after the date of this Agreement that will entitle the Liquidity Provider to compensation under this Section 3.01. The Liquidity Provider agrees to investigate all commercially reasonable alternatives (consistent with its internal lending policies and legal and regulatory restrictions) for reducing any Increased Costs and to use all commercially reasonable 13 efforts (consistent with its internal lending policies and legal and regulatory restrictions) to avoid or foregone interest reduce, to the extent possible, any claim in respect of Increased Costs, including, without limitation, by designating a different Lending Office, if such designation or other amountaction would avoid the need for, or reduce the amount of, any such claim; provided, provided that UBS AG, Stamford Branchthe foregoing shall not obligate the Liquidity Provider to take any action that would, in its capacity as Issuing Lenderreasonable judgment, cause the Liquidity Provider to incur any loss or cost, unless the Borrower or American agrees to reimburse the Liquidity Provider therefor. If no such designation or other action is effected, or, if effected, fails to avoid the need for any claim in respect of Increased Costs, American may arrange for a Replacement Liquidity Facility in accordance with Section 3.06(e) of the Intercreditor Agreement. Notwithstanding the foregoing provisions, in no event shall only exercise its rights the Borrower be required to make payments under this Section 2.04(a3.01: (a) in respect of any Regulatory Change known to the officers of the Liquidity Provider proposed by any applicable governmental authority (including any branch of a legislature), central bank or comparable agency of the United States or the Liquidity Provider's jurisdiction of organization and pending as of the date of this Agreement (it being agreed that the consultative document issued by the Basel Committee on Banking Supervision entitled "The New Basel Capital Accord" shall not be considered a Regulatory Change proposed as of the date of this Agreement); (b) if it exercises a claim hereunder in respect of an Increased Cost arises through circumstances peculiar to the Liquidity Provider and that do not affect similar banking institutions organized in the same jurisdiction generally that are in compliance with the law, rule, regulation or interpretation giving rise to the Regulatory Change relating to such rights Increased Cost; (c) to the extent that amounts claimed hereunder result from a failure by the Liquidity Provider to comply with its obligations under all this Section 3.01; or (d) to the extent the Liquidity Provider is not also seeking payment for similar increased costs in other similar transactions to which it is a partysimilarly situated transactions.

Increased Costs. In The Borrower shall pay to the event that Liquidity Provider from time to time such amounts as may be necessary to compensate the Liquidity Provider for any increased costs incurred by reason the Liquidity Provider which are attributable to its making or maintaining any Advances hereunder or its obligation to make any such Advances hereunder, or any reduction in any amount receivable by the Liquidity Provider under this Agreement or the Intercreditor Agreement in respect of any such Advances or such obligation (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), resulting from any change after the Amendment Closing Date date of this Agreement in applicable lawU.S. federal, rule or regulation of any Swiss Governmental Authority with authority over Swiss banks or any U.S. Governmental Authority with authority over non-U.S. banks with U.S. banking business (eachstate, an “Applicable Governmental Authority”) or in the interpretation thereof by any Applicable Governmental Authority charged with the administration, application or interpretation thereofmunicipal, or by reason foreign laws or regulations (including Regulation D of the Board of Governors of the Federal Reserve System), or the adoption or enactment, as making after the date of and following the Amendment Closing Date, this Agreement of any requirementinterpretations, request directives, or directive requirements applying to a class of banks including the Liquidity Provider under any U.S. federal, state, municipal, or any foreign laws or regulations (whether or not having the force of law) of by any such Applicable Governmental Authority court, central bank or monetary authority charged with respect to this Agreement that shall imposethe interpretation or administration thereof (a “Regulatory Change”), modify or deem applicable any reserve, special deposit assessment or insurance fee or similar requirement against assets of, deposits with or for the account of, or credit extended by UBS AG, Stamford Branch, in its capacity as Issuing Lender, or shall subject UBS AG, Stamford Branch, in its capacity as Issuing Lender, or its Controlling Persons to any tax, levy, impost, charge, fee, duty, deduction or withholding of any kind whatsoever with respect to the Letter of Credit, this Agreement or any other Transaction Document, or change which: (1) changes the basis of taxation of UBS AG, Stamford Branch, in its capacity as Issuing Lender, with respect to any amounts payable to the Liquidity Provider under this Agreement in respect of any such Advances or such obligation (in either caseother than Excluded Taxes); or (2) imposes or modifies any reserve, except for Indemnified Taxes special deposit, compulsory loan or Other Taxes indemnifiable under Section 2.05 and the imposition similar requirements relating to any extensions of credit or other assets of, or any change deposits with other liabilities of, the Liquidity Provider (including any such Advances or such obligation or any deposits referred to in the rate definition of LIBOR Rate or related definitions). For the avoidance of doubt, any Regulatory Changes based on the consultative papers of The Basel Committee on Banking Supervision of December 2009 entitled “Strengthening the resilience of the banking sector” and “International framework for liquidity risk measurement, standards and monitoring”, in each case together with any amendments thereto (collectively, “Basel III”), will not be treated, for purposes of determining whether the Liquidity Provider is entitled to compensation under this Section 3.01, as having been adopted or having come into effect before the date hereof, and any such Regulatory Changes based on Basel III shall be determined to be adopted only when the national banking supervisory authorities, or other relevant administrative or legislative bodies having primary jurisdiction or regulatory authority over the Liquidity Provider, adopt any such Regulatory Changes based on Basel III in the primary jurisdiction of the Liquidity Provider. The Liquidity Provider agrees to use reasonable efforts (consistent with applicable legal and regulatory restrictions) to change the jurisdiction of its Facility Office if making such change would avoid the need for, or reduce the amount of, any Excluded Tax amount payable by the Issuing Lender); and if any of the above-mentioned measures, events or circumstances shall result in an increase in the cost to UBS AG, Stamford Branch, in its capacity as Issuing Lender, of making, issuing, maintaining, amending or funding the Letter of Credit, or taking any other action with respect to the Letter of Credit contemplated under this Agreement, or a reduction in the amount of principal or interest or Utilization Fees received or receivable by UBS AG, Stamford Branch, in its capacity as Issuing Lender, in respect thereof, the Borrower agrees to pay to UBS AG, Stamford Branch, in its capacity as Issuing Lender, an amount equal to such additional cost, reduction, other loss or damage or foregone interest or other amount; provided, that UBS AG, Stamford Branch, in its capacity as Issuing Lender, shall only exercise its rights under this Section 2.04(a) if that may thereafter accrue and would not, in the reasonable judgment of the Liquidity Provider, be otherwise disadvantageous to the Liquidity Provider. The Liquidity Provider will notify the Borrower of any event occurring after the date of this Agreement that will entitle the Liquidity Provider to compensation pursuant to this Section 3.01 as promptly as practicable after it exercises obtains knowledge thereof and determines to request such rights compensation, which notice shall describe in reasonable detail the calculation of the amounts owed under all other similar transactions this Section. Determinations by the Liquidity Provider for purposes of this Section 3.01 of the effect of any Regulatory Change on its costs of making or maintaining Advances or on amounts receivable by it in respect of Advances, and of the additional amounts required to compensate the Liquidity Provider in respect of any Additional Costs, shall be prima facie evidence of the amount owed under this Section. Notwithstanding the preceding two paragraphs, the Liquidity Provider and the Subordination Agent agree that any permitted assignee or participant of the initial Liquidity Provider which it is not a partybank shall not be entitled to the benefits of the preceding two paragraphs (but without limiting the provisions of Section 7.08 hereof).

Increased Costs. In The Borrower shall pay to the event that Liquidity Provider from time to time such amounts as may be necessary to compensate the Liquidity Provider for any increased costs incurred by reason the Liquidity Provider which are attributable to its making or maintaining any LIBOR Advances hereunder or its obligation to make any such Advances hereunder, or any reduction in any amount receivable by the Liquidity Provider under this Agreement or the Intercreditor Agreement in respect of any such Advances or such obligation (such increases in costs and reductions in amounts receivable being herein called "ADDITIONAL COSTS"), resulting from any change after the Amendment Closing Date date of this Agreement in applicable lawU.S. federal, rule or regulation of any Swiss Governmental Authority with authority over Swiss banks or any U.S. Governmental Authority with authority over non-U.S. banks with U.S. banking business (eachstate, an “Applicable Governmental Authority”) or in the interpretation thereof by any Applicable Governmental Authority charged with the administration, application or interpretation thereofmunicipal, or by reason foreign laws or regulations (including Regulation D of the Board of Governors of the Federal Reserve System), or the adoption or enactment, as making after the date of and following the Amendment Closing Date, this Agreement of any requirementinterpretations, request directives, or directive requirements applying to a class of banks including the Liquidity Provider under any U.S. federal, state, municipal, or any foreign laws or regulations (whether or not having the force of law) of by any such Applicable Governmental Authority court, central bank or monetary authority charged with respect to this Agreement that shall imposethe interpretation or administration thereof (a "REGULATORY CHANGE"), modify or deem applicable any reserve, special deposit assessment or insurance fee or similar requirement against assets of, deposits with or for the account of, or credit extended by UBS AG, Stamford Branch, in its capacity as Issuing Lender, or shall subject UBS AG, Stamford Branch, in its capacity as Issuing Lender, or its Controlling Persons to any tax, levy, impost, charge, fee, duty, deduction or withholding of any kind whatsoever with respect to the Letter of Credit, this Agreement or any other Transaction Document, or change which: (1) changes the basis of taxation of UBS AG, Stamford Branch, any amounts payable to the Liquidity Provider under this Agreement in its capacity as Issuing Lender, respect of any such Advances or such obligation (other than with respect to Excluded Taxes); or (2) imposes or modifies any amounts payable under this Agreement (in either casereserve, except for Indemnified Taxes special deposit, compulsory loan or Other Taxes indemnifiable under Section 2.05 and the imposition similar requirements relating to any extensions of credit or other assets of, or any change deposits with other liabilities of, the Liquidity Provider (including any such Advances or such obligation or any deposits referred to in the rate ofdefinition of LIBOR Rate or related definitions). The Liquidity Provider will notify the Borrower of any event occurring after the date of this Agreement that will entitle the Liquidity Provider to compensation pursuant to this Section 3.01 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, any Excluded Tax payable which notice shall describe in reasonable detail the calculation of the amounts owed under this Section. Determinations by the Issuing Lender); and if any Liquidity Provider for purposes of this Section 3.01 of the above-mentioned measureseffect of any Regulatory Change on its costs of making or maintaining Advances or on amounts receivable by it in respect of Advances, events and of the additional amounts required to compensate the Liquidity Provider in respect of any Additional Costs, shall be prima facie evidence of the amount owed under this Section. Notwithstanding the preceding two paragraphs, the Liquidity Provider and the Subordination Agent agree that any permitted assignee or circumstances participant of the initial Liquidity Provider which is not a bank shall result in an increase in the cost to UBS AG, Stamford Branch, in its capacity as Issuing Lender, of making, issuing, maintaining, amending or funding the Letter of Credit, or taking any other action with respect not be entitled to the Letter benefits of Credit contemplated under this Agreement, or a reduction in the amount preceding two paragraphs (but without limiting the provisions of principal or interest or Utilization Fees received or receivable by UBS AG, Stamford Branch, in its capacity as Issuing Lender, in respect thereof, the Borrower agrees to pay to UBS AG, Stamford Branch, in its capacity as Issuing Lender, an amount equal to such additional cost, reduction, other loss or damage or foregone interest or other amount; provided, that UBS AG, Stamford Branch, in its capacity as Issuing Lender, shall only exercise its rights under this Section 2.04(a) if it exercises such rights under all other similar transactions to which it is a party7.08 hereof).

Increased Costs. In the event that by reason If as a result of any change after the Amendment Closing Date in applicable law, rule or regulation of any Swiss Governmental Authority with authority over Swiss banks Regulatory Change or any U.S. Governmental Authority compliance by the Liquidity Provider or its head office with authority over non-U.S. banks with U.S. banking business (each, an “Applicable Governmental Authority”) or in the interpretation thereof by any Applicable Governmental Authority charged with the administration, application or interpretation thereof, or by reason of the adoption or enactment, as of and following the Amendment Closing Date, of any requirement, official request or directive regarding the same (whether or not having the force of law) of there shall be (x) any such Applicable Governmental Authority with respect to this Agreement that shall impose, modify or deem applicable any reserve, special deposit assessment or insurance fee or similar requirement against assets of, deposits with or for the account of, or credit extended by UBS AG, Stamford Branch, in its capacity as Issuing Lender, or shall subject UBS AG, Stamford Branch, in its capacity as Issuing Lender, or its Controlling Persons to any tax, levy, impost, charge, fee, duty, deduction or withholding of any kind whatsoever with respect to the Letter of Credit, this Agreement or any other Transaction Document, or change the basis of taxation of UBS AG, Stamford Branch, in its capacity as Issuing Lender, with respect to any amounts payable under this Agreement (in either case, except for Indemnified Taxes or Other Taxes indemnifiable under Section 2.05 and the imposition of, or any change in the rate of, any Excluded Tax payable by the Issuing Lender); and if any of the above-mentioned measures, events or circumstances shall result in an increase in the actual cost to UBS AG, Stamford Branch, in its capacity as Issuing Lender, the Liquidity Provider of making, issuingfunding or maintaining any Advances or its obligation to make any such Advances, maintaining, amending or funding the Letter of Credit, or taking (y) any other action with respect to the Letter of Credit contemplated under this Agreement, or a reduction in the amount of principal or interest or Utilization Fees received or receivable by UBS AG, Stamford Branch, in its capacity as Issuing Lender, the Liquidity Provider under this Agreement or the Intercreditor Agreement in respect thereof, or (z) any reduction in the rate of return on the Liquidity Provider's capital as a consequence of its commitment hereunder, its funding Advances or maintaining Unpaid Advances or its funding or maintaining the Downgrade Advance or the Non-Extension Advance to a level below that which the Liquidity Provider could have achieved but for such adoption, change or compliance (taking into consideration the Liquidity Provider's policies with respect to capital adequacy), and in case of any such an increase or reduction, such event does not arise from the gross negligence or willful misconduct of the Liquidity Provider, from its breach of any of its representations, warranties, covenants or agreements contained herein or in the Intercreditor Agreement or from its failure to comply with any such Regulatory Change (any such increase or reduction being referred to herein as an "Increased Cost"), then the Borrower agrees shall from time to time pay to UBS AG, Stamford Branch, in its capacity as Issuing Lender, the Liquidity Provider an amount equal to such additional costIncreased Cost within 15 Business Days after delivery to the Borrower and American of a certificate of an officer of the Liquidity Provider describing in reasonable detail the event by reason of which it claims such Increased Cost and the basis for the determination of the amount of such Increased Cost; provided that, reductionthe Borrower shall be obligated to pay amounts only with respect to any Increased Costs accruing from the date 120 days prior to the date of delivery of such certificate. Such certificate, other loss in the absence of manifest error, shall be considered prima facie evidence of the amount for purposes of this Agreement; provided that any determinations and allocations by the Liquidity Provider of the effect of any Regulatory Change on the costs of maintaining the Advances are made on a reasonable basis. The Liquidity Provider shall not be entitled to assert any claim under this Section 3.01 in respect of or damage attributable to Taxes. The Liquidity Provider will notify the Borrower and American as promptly as practicable after obtaining actual knowledge of any event occurring after the date of this Agreement that will entitle the Liquidity Provider to compensation under this Section 3.01. The Liquidity Provider agrees to investigate all commercially reasonable alternatives (consistent with its internal lending policies and legal and regulatory restrictions) for reducing any Increased Costs and to use all commercially reasonable efforts (consistent with its internal lending policies and legal and regulatory restrictions) to avoid or foregone interest reduce, to the extent possible, any claim in respect of Increased Costs, including, without limitation, by designating a different Lending Office, if such designation or other amountaction would avoid the need for, or reduce the amount of, any such claim; provided, provided that UBS AG, Stamford Branchthe foregoing shall not obligate the Liquidity Provider to take any action that would, in its capacity as Issuing Lenderreasonable judgment, cause the Liquidity Provider to incur any loss or cost, unless the Borrower or American agrees to reimburse the Liquidity Provider therefor. If no such designation or other action is effected, or, if effected, fails to avoid the need for any claim in respect of Increased Costs, American may arrange for a Replacement Liquidity Facility in accordance with Section 3.06(e) of the Intercreditor Agreement. Notwithstanding the foregoing provisions, in no event shall only exercise its rights the Borrower be required to make payments under this Section 2.04(a3.01: (a) in respect of any Regulatory Change known to the officers of the Liquidity Provider proposed by any applicable governmental authority (including any branch of a legislature), central bank or comparable agency of the United States or the Liquidity Provider's jurisdiction of organization and pending as of the date of this Agreement (it being agreed that the consultative document issued by the Basel Committee on Banking Supervision entitled "The New Basel Capital Accord" shall not be considered a Regulatory Change proposed as of the date of this Agreement); (b) if it exercises a claim hereunder in respect of an Increased Cost arises through circumstances peculiar to the Liquidity Provider and that do not affect similar banking institutions organized in the same jurisdiction generally that are in compliance with the law, rule, regulation or interpretation giving rise to the Regulatory Change relating to such rights Increased Cost; (c) to the extent that amounts claimed hereunder result from a failure by the Liquidity Provider to comply with its obligations under all this Section 3.01; or (d) to the extent the Liquidity Provider is not also seeking payment for similar increased costs in other similar transactions to which it is a partysimilarly situated transactions.

Increased Costs. In the event that by reason If as a result of any change after the Amendment Closing Date in applicable law, rule or regulation of any Swiss Governmental Authority with authority over Swiss banks Regulatory Change or any U.S. Governmental Authority compliance by the Liquidity Provider or its head office with authority over non-U.S. banks with U.S. banking business (each, an “Applicable Governmental Authority”) or in the interpretation thereof by any Applicable Governmental Authority charged with the administration, application or interpretation thereof, or by reason of the adoption or enactment, as of and following the Amendment Closing Date, of any requirement, official request or directive regarding the same (whether or not having the force of law) there shall be (x) any increase by an amount reasonably deemed by the Liquidity Provider to be material in the actual cost to the Liquidity Provider of making, funding or maintaining any Advances or its obligation to make any such Applicable Governmental Authority with respect Advances, (y) any reduction by an amount reasonably deemed by the Liquidity Provider to this Agreement that shall impose, modify or deem applicable any reserve, special deposit assessment or insurance fee or similar requirement against assets of, deposits with or for be material in the account of, or credit extended amount receivable by UBS AG, Stamford Branch, in its capacity as Issuing Lender, or shall subject UBS AG, Stamford Branch, in its capacity as Issuing Lender, or its Controlling Persons to any tax, levy, impost, charge, fee, duty, deduction or withholding of any kind whatsoever with respect to the Letter of Credit, Liquidity Provider under this Agreement or any other Transaction Document, or change the basis of taxation of UBS AG, Stamford Branch, in its capacity as Issuing Lender, with respect to any amounts payable under this Intercreditor Agreement (in either case, except for Indemnified Taxes or Other Taxes indemnifiable under Section 2.05 and the imposition of, or any change in the rate of, any Excluded Tax payable by the Issuing Lender); and if any of the above-mentioned measures, events or circumstances shall result in an increase in the cost to UBS AG, Stamford Branch, in its capacity as Issuing Lender, of making, issuing, maintaining, amending or funding the Letter of Credit, or taking any other action with respect to the Letter of Credit contemplated under this Agreement, or a reduction in the amount of principal or interest or Utilization Fees received or receivable by UBS AG, Stamford Branch, in its capacity as Issuing Lender, in respect thereof, or (z) any reduction reasonably deemed by the Liquidity Provider to be material in the rate of return on the Liquidity Provider's capital as a consequence of its commitment hereunder, its funding Advances or maintaining Unpaid Advances or its funding or maintaining the Downgrade Advance or the Non-Extension Advance to a level below that which the Liquidity Provider could have achieved but for such adoption, change or compliance (taking into consideration the Liquidity Provider's policies with respect to capital adequacy), and in case of any such an increase or reduction, such event does not arise from the gross negligence or willful misconduct of the Liquidity Provider, from its breach of any of its representations, warranties, covenants or agreements contained herein or in the Intercreditor Agreement or from its failure to comply with any such Regulatory Change (any such increase or reduction being referred to herein as an "Increased Cost"), then the Borrower agrees shall from time to time pay to UBS AG, Stamford Branch, in its capacity as Issuing Lender, the Liquidity Provider an amount equal to such additional costIncreased Cost within 15 Business Days after delivery to the Borrower and American of a certificate of an officer of the Liquidity Provider describing in reasonable detail the event by reason of which it claims such Increased Cost and the basis for the determination of the amount of such Increased Cost; provided that, reductionthe Borrower shall be obligated to pay amounts only with respect to any Increased Costs accruing from the date 45 days prior to the date of delivery of such certificate. Such certificate, other loss in the absence of manifest error, shall be considered prima facie evidence of the amount for purposes of this Agreement; provided that any determinations and allocations by the Liquidity Provider of the effect of any Regulatory Change on the costs of maintaining the Advances are made on a reasonable basis. The Liquidity Provider shall not be entitled to assert any claim under this Section 3.01 in respect of or damage attributable to Taxes. The Liquidity Provider will notify the Borrower and American as promptly as practicable after obtaining actual knowledge of any event occurring after the date of this Agreement that will entitle the Liquidity Provider to compensation under this Section 3.01. The Liquidity Provider agrees to investigate all commercially reasonable alternatives (consistent with its internal lending policies and legal and regulatory restrictions) for reducing any Increased Costs and to use all commercially reasonable efforts (consistent with its internal lending policies and legal and regulatory restrictions) to avoid or foregone interest minimize, to the greatest extent possible, any claim in respect of Increased Costs, including, without limitation, by designating a different Lending Office, if such designation or other amountaction would avoid the need for, or reduce the amount of, any such claim; provided, provided that UBS AG, Stamford Branchthe foregoing shall not obligate the Liquidity Provider to take any action that would, in its capacity as Issuing Lenderreasonable judgment, cause the Liquidity Provider to incur any material loss or cost, unless the Borrower or American agrees to reimburse the Liquidity Provider therefor. If no such designation or other action is effected, or, if effected, fails to avoid the need for any claim in respect of Increased Costs, American may arrange for a Replacement Liquidity Facility in accordance with Section 3.06(e) of the Intercreditor Agreement. Notwithstanding the foregoing provisions, in no event shall only exercise its rights the Borrower be required to make payments under this Section 2.04(a3.01: (a) in respect of any Regulatory Change proposed by any applicable governmental authority (including any branch of a legislature), central bank or comparable agency of the United States or the Liquidity Provider's jurisdiction of organization and pending as of the date of this Agreement (it being agreed that the consultative document issued by the Basel Committee on Banking Supervision entitled "The New Basel Capital Accord" shall not be considered a Regulatory Change proposed as of the date of this Agreement); (b) if it exercises a claim hereunder in respect of an Increased Cost arises through circumstances peculiar to the Liquidity Provider and that do not affect commercial banking institutions organized in the same jurisdiction generally that are in compliance with the law, rule, regulation or interpretation giving rise to the Regulatory Change relating to such rights Increased Cost; (c) to the extent that amounts claimed hereunder result from a failure by the Liquidity Provider to comply with its obligations under all this Section 3.01; or (d) to the extent the Liquidity Provider is not also seeking payment for similar increased costs in other similar transactions to which it is a partysimilarly situated transactions.

Increased Costs. In The Borrower shall pay to the event that Liquidity Provider from time to time such amounts as may be necessary to compensate the Liquidity Provider for any increased costs incurred by reason the Liquidity Provider which are attributable to its making or maintaining any LIBOR Advances hereunder or its obligation to make any such Advances hereunder, or any reduction in any amount receivable by the Liquidity Provider under this Agreement or the Intercreditor Agreement in respect of any such Advances or such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any change after the Amendment Closing Date date of this Agreement in applicable lawU.S. federal, rule or regulation of any Swiss Governmental Authority with authority over Swiss banks or any U.S. Governmental Authority with authority over non-U.S. banks with U.S. banking business (eachstate, an “Applicable Governmental Authority”) or in the interpretation thereof by any Applicable Governmental Authority charged with the administration, application or interpretation thereofmunicipal, or by reason foreign laws or regulations (including Regulation D of the Board of Governors of the Federal Reserve System), or the adoption or enactment, as making after the date of and following the Amendment Closing Date, this Agreement of any requirementinterpretations, request directives, or directive requirements applying to a class of banks including the Liquidity Provider under any U.S. federal, state, municipal, or any foreign laws or regulations (whether or not having the force of law) of by any such Applicable Governmental Authority court, central bank or monetary authority charged with respect to this Agreement that shall imposethe interpretation or administration thereof (a "Regulatory Change"), modify or deem applicable any reserve, special deposit assessment or insurance fee or similar requirement against assets of, deposits with or for the account of, or credit extended by UBS AG, Stamford Branch, in its capacity as Issuing Lender, or shall subject UBS AG, Stamford Branch, in its capacity as Issuing Lender, or its Controlling Persons to any tax, levy, impost, charge, fee, duty, deduction or withholding of any kind whatsoever with respect to the Letter of Credit, this Agreement or any other Transaction Document, or change which: (1) changes the basis of taxation of UBS AG, Stamford Branch, in its capacity as Issuing Lender, with respect to any amounts payable to the Liquidity Provider under this Agreement in respect of any such Advances (in either caseother than Excluded Taxes); or (2) imposes or modifies any reserve, except for Indemnified Taxes special deposit, compulsory loan or Other Taxes indemnifiable under Section 2.05 and the imposition similar requirements relating to any extensions of credit or other assets of, or any change deposits with other liabilities of, the Liquidity Provider (including any such Advances or any deposits referred to in the rate definition of LIBOR Rate or related definitions). The Liquidity Provider agrees to use reasonable efforts (consistent with applicable legal and regulatory restrictions) to change the jurisdiction of its Facility Office if making such change would avoid the need for, or reduce the amount of, any Excluded Tax amount payable by the Issuing Lender); and if any of the above-mentioned measures, events or circumstances shall result in an increase in the cost to UBS AG, Stamford Branch, in its capacity as Issuing Lender, of making, issuing, maintaining, amending or funding the Letter of Credit, or taking any other action with respect to the Letter of Credit contemplated under this Agreement, or a reduction in the amount of principal or interest or Utilization Fees received or receivable by UBS AG, Stamford Branch, in its capacity as Issuing Lender, in respect thereof, the Borrower agrees to pay to UBS AG, Stamford Branch, in its capacity as Issuing Lender, an amount equal to such additional cost, reduction, other loss or damage or foregone interest or other amount; provided, that UBS AG, Stamford Branch, in its capacity as Issuing Lender, shall only exercise its rights under this Section 2.04(athat may thereafter accrue and would not, in the reasonable judgment of the Liquidity Provider, be otherwise disadvantageous to the Liquidity Provider. The Liquidity Provider will notify the Borrower of any event occurring after the date of this Agreement that will entitle the Liquidity Provider to compensation pursuant to this Section 3.01 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, which notice shall describe in reasonable detail the calculation of the amounts owed under this Section. Determinations by the Liquidity Provider for purposes of this Section 3.01 of the effect of any Regulatory Change on its costs of making or maintaining Advances or on amounts receivable by it in respect of Advances, and of the additional amounts required to compensate the Liquidity Provider in respect of any Additional Costs, shall be prima facie evidence of the amount owed under this Section. Notwithstanding the preceding two paragraphs, the Liquidity Provider and the Subordination Agent agree that the initial Liquidity Provider (i.e., AIG Matched Funding Corp.) if it exercises such rights under all other similar transactions shall not be entitled to the benefits of the preceding two paragraphs, provided, however, any permitted assignee or participant of the initial Liquidity Provider which it is a partybank organized under the laws of the United States or any State thereof shall be entitled to the benefits of the preceding two paragraphs (subject, in the case of any permitted participant, to the limitation set forth in Section 7.08 hereof).

Increased Costs. In the event that by reason If as a result of any change after Regulatory Change there shall be any increase by an amount reasonably deemed by the Amendment Closing Date in applicable law, rule or regulation of any Swiss Governmental Authority with authority over Swiss banks or any U.S. Governmental Authority with authority over non-U.S. banks with U.S. banking business (each, an “Applicable Governmental Authority”) or Liquidity Provider to be material in the interpretation thereof by actual cost to the Liquidity Provider of making, funding or maintaining any Applicable Governmental Authority charged with the administration, application Advances or interpretation thereof, or by reason of the adoption or enactment, as of and following the Amendment Closing Date, of any requirement, request or directive (whether or not having the force of law) of its obligation to make any such Applicable Governmental Authority with respect Advances or there shall be any reduction by an amount reasonably deemed by the Liquidity Provider to this Agreement that shall impose, modify or deem applicable any reserve, special deposit assessment or insurance fee or similar requirement against assets of, deposits with or for be material in the account of, or credit extended amount receivable by UBS AG, Stamford Branch, in its capacity as Issuing Lender, or shall subject UBS AG, Stamford Branch, in its capacity as Issuing Lender, or its Controlling Persons to any tax, levy, impost, charge, fee, duty, deduction or withholding of any kind whatsoever with respect to the Letter of Credit, Liquidity Provider under this Agreement or any other Transaction Document, or change the basis of taxation of UBS AG, Stamford Branch, in its capacity as Issuing Lender, with respect to any amounts payable under this Intercreditor Agreement (in either case, except for Indemnified Taxes or Other Taxes indemnifiable under Section 2.05 and the imposition of, or any change in the rate of, any Excluded Tax payable by the Issuing Lender); and if any of the above-mentioned measures, events or circumstances shall result in an increase in the cost to UBS AG, Stamford Branch, in its capacity as Issuing Lender, of making, issuing, maintaining, amending or funding the Letter of Credit, or taking any other action with respect to the Letter of Credit contemplated under this Agreement, or a reduction in the amount of principal or interest or Utilization Fees received or receivable by UBS AG, Stamford Branch, in its capacity as Issuing Lender, in respect thereof, and in case of either such an increase or reduction, such event does not arise from the gross negligence or willful misconduct of the Liquidity Provider, from its breach of any of its representations, warranties, covenants or agreements contained herein or in the Intercreditor Agreement or from its failure to comply with any such Regulatory Change (any such increase or reduction being referred to herein as an "Increased Cost"), then the Borrower agrees shall from time to time pay to UBS AG, Stamford Branch, in its capacity as Issuing Lender, the Liquidity Provider an amount equal to such additional costIncreased Cost within 15 Business Days after delivery to the Borrower and American of a certificate of an officer of the Liquidity Provider describing in reasonable detail the event by reason of which it claims such Increased Cost and the basis for the determination of the amount of such Increased Cost; provided that, reductionthe Borrower shall be obligated to pay amounts only with respect to any Increased Costs accruing from the date 45 days prior to the date of delivery of such certificate. Such certificate, other loss in the absence of manifest error, shall be considered prima facie evidence of the amount for purposes of this Agreement; provided that any determinations and allocations by the Liquidity Provider of the effect of any Regulatory Change on the costs of maintaining the Advances are made on a reasonable basis. The Liquidity Provider shall not be entitled to assert any claim under this Section 3.01 in respect of or damage attributable to Taxes. The Liquidity Provider will notify the Borrower and American as promptly as practicable of any event occurring after the date of this Agreement that will entitle the Liquidity Provider to compensation under this Section 3.01. The Liquidity Provider agrees to investigate all commercially reasonable alternatives for reducing any Increased Costs and to use all commercially reasonable efforts to avoid or foregone interest minimize, to the greatest extent possible, any claim in respect of Increased Costs, including, without limitation, by designating a different Lending Office, if such designation or other amountaction would avoid the need for, or reduce the amount of, any such claim; provided, provided that UBS AG, Stamford Branchthe foregoing shall not obligate the Liquidity Provider to take any action that would, in its capacity as Issuing Lenderreasonable judgment, cause the Liquidity Provider to incur any material loss or cost, unless the Borrower or American agrees to reimburse the Liquidity Provider therefor. If no such designation or other action is effected, or, if effected, fails to avoid the need for any claim in respect of Increased Costs, American may arrange for a Replacement Liquidity Facility in accordance with Section 3.06(e) of the Intercreditor Agreement. Notwithstanding the foregoing provisions, in no event shall only exercise its rights the Borrower be required to make payments under this Section 2.04(a3.01: (a) in respect of any Regulatory Change proposed by any applicable governmental authority (including any branch of a legislature), central bank or comparable agency of the United States or the Liquidity Provider's jurisdiction of organization and pending as of the date of this Agreement (it being agreed that the consultative paper issued by the Basel Committee on Banking Supervision entitled "A New Capital Adequacy Framework" shall not be considered a Regulatory Change proposed as of the date of this Agreement); (b) if it exercises a claim hereunder in respect of an Increased Cost arises through circumstances peculiar to the Liquidity Provider and that do not affect similarly organized commercial banking institutions in the same jurisdiction generally that are in compliance with the law, rule, regulation or interpretation giving rise to the Regulatory Change relating to such rights Increased Cost; (c) if the Liquidity Provider shall fail to comply with its obligations under all this Section 3.01; or (d) if the Liquidity Provider is not also seeking payment for similar increased costs in other similar transactions to which it is a partysimilarly situated transactions.

Increased Costs. In The Borrower shall pay to the event that Liquidity Provider from time to time such amounts as may be necessary to compensate the Liquidity Provider for any increased costs incurred by reason the Liquidity Provider (or its head office) which are attributable to its making or maintaining any LIBOR Advances hereunder or its obligation to make any such Advances hereunder, or any reduction in any amount receivable by the Liquidity Provider under this Agreement or the Intercreditor Agreement in respect of any such Advances or such obligation (such increases in costs and reductions in amounts receivable being herein called "ADDITIONAL COSTS"), resulting from any change after the Amendment Closing Date date of this Agreement in applicable lawU.S. federal, rule or regulation of any Swiss Governmental Authority with authority over Swiss banks or any U.S. Governmental Authority with authority over non-U.S. banks with U.S. banking business (eachstate, an “Applicable Governmental Authority”) or in the interpretation thereof by any Applicable Governmental Authority charged with the administration, application or interpretation thereofmunicipal, or by reason foreign laws or regulations (including Regulation D of the Board of Governors of the Federal Reserve System), or the adoption or enactment, as making after the date of and following the Amendment Closing Date, this Agreement of any requirementinterpretations, request directives, or directive requirements applying to a class of banks including the Liquidity Provider under any U.S. federal, state, municipal, or any foreign laws or regulations (whether or not having the force of law) of by any such Applicable Governmental Authority court, central bank or monetary authority charged with respect to this Agreement that shall imposethe interpretation or administration thereof (a "REGULATORY CHANGE"), modify or deem applicable any reserve, special deposit assessment or insurance fee or similar requirement against assets of, deposits with or for the account of, or credit extended by UBS AG, Stamford Branch, in its capacity as Issuing Lender, or shall subject UBS AG, Stamford Branch, in its capacity as Issuing Lender, or its Controlling Persons to any tax, levy, impost, charge, fee, duty, deduction or withholding of any kind whatsoever with respect to the Letter of Credit, this Agreement or any other Transaction Document, or change which: (1) changes the basis of taxation of UBS AG, Stamford Branch, in its capacity as Issuing Lender, with respect to any amounts payable to the Liquidity Provider under this Agreement in respect of any such Advances (in either caseother than Excluded Taxes); or (2) imposes or modifies any reserve, except for Indemnified Taxes special deposit, compulsory loan or Other Taxes indemnifiable under Section 2.05 and the imposition similar requirements relating to any extensions of credit or other assets of, or any change deposits with other liabilities of, the Liquidity Provider (or its head office) (including any such Advances or any deposits referred to in the rate definition of LIBOR Rate or related definitions). The Liquidity Provider agrees to use reasonable efforts (consistent with applicable legal and regulatory restrictions) to change the jurisdiction of its Facility Office if making such change would avoid the need for, or reduce the amount of, any Excluded Tax amount payable by the Issuing Lender); and if any of the above-mentioned measures, events or circumstances shall result in an increase in the cost to UBS AG, Stamford Branch, in its capacity as Issuing Lender, of making, issuing, maintaining, amending or funding the Letter of Credit, or taking any other action with respect to the Letter of Credit contemplated under this Agreement, or a reduction in the amount of principal or interest or Utilization Fees received or receivable by UBS AG, Stamford Branch, in its capacity as Issuing Lender, in respect thereof, the Borrower agrees to pay to UBS AG, Stamford Branch, in its capacity as Issuing Lender, an amount equal to such additional cost, reduction, other loss or damage or foregone interest or other amount; provided, that UBS AG, Stamford Branch, in its capacity as Issuing Lender, shall only exercise its rights under this Section 2.04(a) if that may thereafter accrue and would not, in the reasonable judgment of the Liquidity Provider, be otherwise disadvantageous to the Liquidity Provider. The Liquidity Provider will notify the Borrower of any event occurring after the date of this Agreement that will entitle the Liquidity Provider to compensation pursuant to this Section 3.01 as promptly as practicable after it exercises obtains knowledge thereof and determines to request such rights compensation, which notice shall describe in reasonable detail the calculation of the amounts owed under all other similar transactions this Section. Determinations by the Liquidity Provider for purposes of this Section 3.01 of the effect of any Regulatory Change on its costs of making or maintaining Advances or on amounts receivable by it in respect of Advances, and of the additional amounts required to compensate the Liquidity Provider in respect of any Additional Costs, shall be prima facie evidence of the amount owed under this Section. Notwithstanding the preceding two paragraphs, the Liquidity Provider and the Subordination Agent agree that any permitted assignee or participant of the initial Liquidity Provider which it is not a partybank shall not be entitled to the benefits of the preceding two paragraphs (but without limiting the provisions of Section 7.08 hereof).

Increased Costs. In The Borrower shall pay to the event that Primary Liquidity Provider from time to time such amounts as may be necessary to compensate the Primary Liquidity Provider for any costs incurred by reason the Primary Liquidity Provider which are attributable to its making or maintaining any LIBOR Advances hereunder or its obligation to make any such Advances hereunder, or any reduction in any amount receivable by the Primary Liquidity Provider under this Agreement or the Intercreditor Agreement in respect of any such Advances or such obligation (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), resulting from any change after the Amendment Closing Date date of this Agreement in applicable lawU.S. federal, rule state, or regulation of any Swiss Governmental Authority with authority over Swiss banks municipal, or any U.S. Governmental Authority with authority over non-U.S. banks with U.S. banking business (each, an “Applicable Governmental Authority”) foreign laws or in the interpretation thereof by any Applicable Governmental Authority charged with the administration, application or interpretation thereofregulations, or by reason of the adoption or enactment, as of and following the Amendment Closing Date, making after such date of any requirementinterpretation, request regulation, directive, or directive (requirement applying to a class of banks including the Primary Liquidity Provider whether or not having the force of law, by any court or governmental or monetary authority charged with the interpretation or administration thereof (a “Regulatory Change”), which: (1) of any such Applicable Governmental Authority with respect to this Agreement that shall impose, modify or deem applicable any reserve, special deposit assessment or insurance fee or similar requirement against assets of, deposits with or for the account of, or credit extended by UBS AG, Stamford Branch, in its capacity as Issuing Lender, or shall subject UBS AG, Stamford Branch, in its capacity as Issuing Lender, or its Controlling Persons to any tax, levy, impost, charge, fee, duty, deduction or withholding of any kind whatsoever with respect to the Letter of Credit, this Agreement or any other Transaction Document, or change changes the basis of taxation of UBS AGany amounts payable to the Primary Liquidity Provider under this Agreement in respect of any such Advances or such obligation (other than Excluded Taxes or any Non-Excluded Taxes); or (2) imposes or modifies any reserve, Stamford Branchspecial deposit, compulsory loan or similar requirements relating to any extensions of credit or other assets of, or any deposits with other liabilities of, the Primary Liquidity Provider (including any such Advances or such obligation or any deposits referred to in the definition of LIBOR or related definitions). The Primary Liquidity Provider agrees to use reasonable efforts (consistent with its internal policies and with applicable legal and regulatory restrictions) to change the jurisdiction of its Lending Office if making such change would avoid the need for, or reduce the amount of, any amount payable under this Section 3.01 that may thereafter accrue and would not, in its capacity the reasonable judgment of the Primary Liquidity Provider, be otherwise disadvantageous to the Primary Liquidity Provider. The Primary Liquidity Provider shall notify the Borrower of any event occurring after the date of this Agreement that shall entitle the Primary Liquidity Provider to compensation pursuant to this Section 3.01 as Issuing Lenderpromptly as practicable after it obtains knowledge thereof and determines to request such compensation, which notice shall describe in reasonable detail the calculation of the amounts owed under this Section 3.01; provided, that if the Primary Liquidity Provider fails to give such notice within 180 days after it obtains such knowledge, the Primary Liquidity Provider shall, with respect to any amounts payable under this Agreement (in either casecosts resulting from such event, except for Indemnified Taxes or Other Taxes indemnifiable under Section 2.05 and the imposition of, or any change in the rate of, any Excluded Tax payable by the Issuing Lender); and if any of the above-mentioned measures, events or circumstances shall result in an increase in the cost only be entitled to UBS AG, Stamford Branch, in its capacity as Issuing Lender, of making, issuing, maintaining, amending or funding the Letter of Credit, or taking any other action with respect to the Letter of Credit contemplated under this Agreement, or a reduction in the amount of principal or interest or Utilization Fees received or receivable by UBS AG, Stamford Branch, in its capacity as Issuing Lender, in respect thereof, the Borrower agrees to pay to UBS AG, Stamford Branch, in its capacity as Issuing Lender, an amount equal to such additional cost, reduction, other loss or damage or foregone interest or other amount; provided, that UBS AG, Stamford Branch, in its capacity as Issuing Lender, shall only exercise its rights payment under this Section 2.04(a) if 3.01 for costs incurred from and after the date 180 days prior to the date the Primary Liquidity Provider does give such notice. Determinations by the Primary Liquidity Provider for purposes of this Section 3.01 of the effect of any Regulatory Change on its costs of making or maintaining Advances or on amounts receivable by it exercises such rights in respect of Advances, and of the additional amounts required to compensate the Primary Liquidity Provider in respect of any Additional Costs, shall be prima facie evidence of the amount owed under all other similar transactions this Section 3.01. Notwithstanding the preceding two paragraphs, the Primary Liquidity Provider and the Subordination Agent agree that any permitted assignee or participant of the initial Primary Liquidity Provider that is not a bank shall not be entitled to which it is a partythe benefits of the preceding two paragraphs (but without limiting the provisions of Section 7.08 hereof).

Increased Costs. In Subject to the event that Fee Letter, the Borrower shall pay to the Liquidity Provider from time to time such amounts as may be necessary to compensate the Liquidity Provider for any increased costs incurred by reason the Liquidity Provider which are attributable to its making or maintaining any LIBOR Advances hereunder or its obligation to make any such Advances hereunder, or any reduction in any amount receivable by the Liquidity Provider under this Agreement or the Intercreditor Agreement in respect of any such Advances or such obligation (such increases in costs and reductions in amounts receivable being herein called "ADDITIONAL COSTS"), resulting from any change after the Amendment Closing Date date of this Agreement in applicable lawU.S. federal, rule or regulation of any Swiss Governmental Authority with authority over Swiss banks or any U.S. Governmental Authority with authority over non-U.S. banks with U.S. banking business (eachstate, an “Applicable Governmental Authority”) or in the interpretation thereof by any Applicable Governmental Authority charged with the administration, application or interpretation thereofmunicipal, or by reason of foreign laws or regulations (including Regulation D), or the adoption or enactment, as making after the date of and following the Amendment Closing Date, this Agreement of any requirementinterpretations, request directives, or directive requirements applying to a class of banks including the Liquidity Provider under any U.S. federal, state, municipal, or any foreign laws or regulations (whether or not having the force of law) of by any such Applicable Governmental Authority court, central bank or monetary authority charged with respect to this Agreement that shall imposethe interpretation or administration thereof (a "REGULATORY CHANGE"), modify or deem applicable any reserve, special deposit assessment or insurance fee or similar requirement against assets of, deposits with or for the account of, or credit extended by UBS AG, Stamford Branch, in its capacity as Issuing Lender, or shall subject UBS AG, Stamford Branch, in its capacity as Issuing Lender, or its Controlling Persons to any tax, levy, impost, charge, fee, duty, deduction or withholding of any kind whatsoever with respect to the Letter of Credit, this Agreement or any other Transaction Document, or change which: (1) changes the basis of taxation of UBS AG, Stamford Branch, in its capacity as Issuing Lender, with respect to any amounts payable to the Liquidity Provider under this Agreement in respect of any such Advances (in either caseother than Excluded Taxes); or (2) imposes or modifies any reserve, except for Indemnified Taxes special deposit, compulsory loan or Other Taxes indemnifiable under Section 2.05 and the imposition similar requirements relating to any extensions of credit or other assets of, or any change deposits with other liabilities of, the Liquidity Provider (including any such Advances or any deposits referred to in the rate definition of LIBOR Rate or related definitions). The Liquidity Provider agrees to use reasonable efforts (consistent with applicable legal and regulatory restrictions) to change the jurisdiction of its Lending Office if making such change would avoid the need for, or reduce the amount of, any Excluded Tax amount payable by the Issuing Lender); and if any of the above-mentioned measures, events or circumstances shall result in an increase in the cost to UBS AG, Stamford Branch, in its capacity as Issuing Lender, of making, issuing, maintaining, amending or funding the Letter of Credit, or taking any other action with respect to the Letter of Credit contemplated under this Agreement, or a reduction in the amount of principal or interest or Utilization Fees received or receivable by UBS AG, Stamford Branch, in its capacity as Issuing Lender, in respect thereof, the Borrower agrees to pay to UBS AG, Stamford Branch, in its capacity as Issuing Lender, an amount equal to such additional cost, reduction, other loss or damage or foregone interest or other amount; provided, that UBS AG, Stamford Branch, in its capacity as Issuing Lender, shall only exercise its rights under this Section 2.04(a) if 3.1 that may thereafter accrue and would not, in the reasonable judgment of the Liquidity Provider, be otherwise disadvantageous to the Liquidity Provider. The Liquidity Provider will notify the Borrower of any event occurring after the date of this Agreement that will entitle the Liquidity Provider to compensation pursuant to this Section 3.1 as promptly as practicable after it exercises obtains knowledge thereof and determines to request such rights compensation, which notice shall describe in reasonable detail the calculation of the amounts owed under all other similar transactions this Section. Determinations by the Liquidity Provider for purposes of this Section 3.1 of the effect of any Regulatory Change on its costs of making or maintaining Advances or on amounts receivable by it in respect of Advances, and of the additional amounts required to which it is a partycompensate the Liquidity Provider in respect of any Additional Costs, shall be prima facie evidence of the amount owed under this Section.

Increased Costs. In The Borrower shall pay to the event that Liquidity Provider from time to time such amounts as may be necessary to compensate the Liquidity Provider for any increased costs incurred by reason the Liquidity Provider which are attributable to its making or maintaining any LIBOR Advances hereunder or its obligation to make any such Advances hereunder, or any reduction in any amount receivable by the Liquidity Provider under this Agreement or the Intercreditor Agreement in respect of any such Advances or such obligation (such increases in costs and reductions in amounts receivable being herein called "ADDITIONAL Costs"), resulting from any change after the Amendment Closing Date date of this Agreement in applicable lawU.S. federal, rule or regulation of any Swiss Governmental Authority with authority over Swiss banks or any U.S. Governmental Authority with authority over non-U.S. banks with U.S. banking business (eachstate, an “Applicable Governmental Authority”) or in the interpretation thereof by any Applicable Governmental Authority charged with the administration, application or interpretation thereofmunicipal, or by reason foreign laws or regulations (including Regulation D of the Board of Governors of the Federal Reserve System), or the adoption or enactment, as making after the date of and following the Amendment Closing Date, this Agreement of any requirementinterpretations, request directives, or directive requirements applying to a class of banks including the Liquidity Provider under any U.S. federal, state, municipal, or any foreign laws or regulations (whether or not having the force of law) of by any such Applicable Governmental Authority court, central bank or monetary authority charged with respect to this Agreement that shall imposethe interpretation or administration thereof (a "REGULATORY CHANGE"), modify or deem applicable any reserve, special deposit assessment or insurance fee or similar requirement against assets of, deposits with or for the account of, or credit extended by UBS AG, Stamford Branch, in its capacity as Issuing Lender, or shall subject UBS AG, Stamford Branch, in its capacity as Issuing Lender, or its Controlling Persons to any tax, levy, impost, charge, fee, duty, deduction or withholding of any kind whatsoever with respect to the Letter of Credit, this Agreement or any other Transaction Document, or change which: (1) changes the basis of taxation of UBS AG, Stamford Branch, in its capacity as Issuing Lender, with respect to any amounts payable to the Liquidity Provider under this Agreement in respect of any such Advances (in either caseother than Excluded Taxes); or (2) imposes or modifies any reserve, except for Indemnified Taxes special deposit, compulsory loan or Other Taxes indemnifiable under Section 2.05 and the imposition similar requirements relating to any extensions of credit or other assets of, or any change deposits with other liabilities of, the Liquidity Provider (including any such Advances or any deposits referred to in the rate definition of LIBOR Rate or related definitions). The Liquidity Provider agrees to use reasonable efforts (consistent with applicable legal and regulatory restrictions) to change the jurisdiction of its Lending Office if making such change would avoid the need for, or reduce the amount of, any Excluded Tax amount payable by the Issuing Lender); and if any of the above-mentioned measures, events or circumstances shall result in an increase in the cost to UBS AG, Stamford Branch, in its capacity as Issuing Lender, of making, issuing, maintaining, amending or funding the Letter of Credit, or taking any other action with respect to the Letter of Credit contemplated under this Agreement, or a reduction in the amount of principal or interest or Utilization Fees received or receivable by UBS AG, Stamford Branch, in its capacity as Issuing Lender, in respect thereof, the Borrower agrees to pay to UBS AG, Stamford Branch, in its capacity as Issuing Lender, an amount equal to such additional cost, reduction, other loss or damage or foregone interest or other amount; provided, that UBS AG, Stamford Branch, in its capacity as Issuing Lender, shall only exercise its rights under this Section 2.04(a) if that may thereafter accrue and would not, in the reasonable judgment of the Liquidity Provider, be otherwise disadvantageous to the Liquidity Provider. The Liquidity Provider will notify the Borrower of any event occurring after the date of this Agreement that will entitle the Liquidity Provider to compensation pursuant to this Section 3.01 as promptly as practicable after it exercises obtains knowledge thereof and determines to request such rights compensation, which notice shall describe in reasonable detail the calculation of the amounts owed under all other similar transactions this Section. Determinations by the Liquidity Provider for purposes of this Section 3.01 of the effect of any Regulatory Change on its costs of making or maintaining Advances or on amounts receivable by it in respect of Advances, and of the additional amounts required to which it is a partycompensate the Liquidity Provider in respect of any Additional Costs, shall be prima facie evidence of the amount owed under this Section.

Increased Costs. In The Borrower shall pay to the event that Liquidity Provider from time to time such amounts as may be necessary to compensate the Liquidity Provider for any increased costs incurred by reason the Liquidity Provider which are reasonably attributable to its making or maintaining any LIBOR Advances hereunder or its obligation to make any such Advances hereunder, or any reduction in any amount receivable by the Liquidity Provider under this Agreement or the Intercreditor Agreement in respect of any such Advances or such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any change after the Amendment Closing Date date of this Agreement in applicable lawU.S. federal, rule or regulation of any Swiss Governmental Authority with authority over Swiss banks or any U.S. Governmental Authority with authority over non-U.S. banks with U.S. banking business (eachstate, an “Applicable Governmental Authority”) or in the interpretation thereof by any Applicable Governmental Authority charged with the administration, application or interpretation thereofmunicipal, or by reason foreign laws or regulations (including Regulation D of the Board of Governors of the Federal Reserve System applicable to banks generally), or the adoption or enactment, as making after the date of and following the Amendment Closing Date, this Agreement of any requirementinterpretations, request directives, or directive requirements applying to a class of banks including the Liquidity Provider under any U.S. federal, state, municipal, or any foreign laws or regulations (whether or not having the force of lawlaw but of the type with which the Liquidity Provider is accustomed to comply) of by any such Applicable Governmental Authority court, central bank or monetary authority charged with respect to this Agreement that shall imposethe interpretation or administration thereof in each case not publicly announced on the date hereof (a "Regulatory Change"), modify or deem applicable any reserve, special deposit assessment or insurance fee or similar requirement against assets of, deposits with or for the account of, or credit extended by UBS AG, Stamford Branch, in its capacity as Issuing Lender, or shall subject UBS AG, Stamford Branch, in its capacity as Issuing Lender, or its Controlling Persons to any tax, levy, impost, charge, fee, duty, deduction or withholding of any kind whatsoever with respect to the Letter of Credit, this Agreement or any other Transaction Document, or change which: (1) changes the basis of taxation of UBS AGany amounts payable to the Liquidity Provider under this Agreement in respect of any such Advances (other than Excluded Taxes); or (2) imposes or modifies any reserve, Stamford Branchspecial deposit, compulsory loan or similar requirements relating to any extensions of credit hereunder in respect of LIBOR Advances (including any such Advances or any deposits referred to in the definition of LIBOR Rate or related definitions), other than (i) costs which arise as a result of the Liquidity Provider willfully contravening or exceeding any operating limits or other restrictions imposed on it by any authority; or (ii) if the increased costs would not have arisen but for any assignment to another Liquidity Provider or an alteration in the lending office of the Liquidity Provider. The Liquidity Provider agrees to use reasonable efforts (consistent with applicable legal and regulatory restrictions) to change the jurisdiction of its Lending Office if making such change would avoid the need for, or reduce the amount of, any amount payable under this Section that may thereafter accrue and would not, in its capacity the reasonable judgment of the Liquidity Provider, be otherwise materially disadvantageous to the Liquidity Provider. The Liquidity Provider will notify the Borrower of any event occurring after the date of this Agreement that will entitle the Liquidity Provider to compensation pursuant to this Section 3.01 as Issuing Lenderpromptly as practicable after it obtains knowledge thereof and determines to request such compensation, which notice shall describe in reasonable detail the calculation of the amounts owed under this Section; provided, that if the Liquidity Provider fails to give such notice within 30 days after it obtains such knowledge, the Liquidity Provider shall, with respect to any costs resulting from such event, only be entitled to payment under this Section 3.01 for costs incurred from and after the date 30 days prior to the date the Liquidity Provider does give such notice. Determinations by the Liquidity Provider for purposes of this Section 3.01 of the effect of any Regulatory Change on its costs of making or maintaining Advances or on amounts receivable by it in respect of Advances, and of the additional amounts required to compensate the Liquidity Provider in respect of any Additional Costs, shall be prima facie evidence of the amount owed under this Section. 17 13 The Liquidity Provider shall not be entitled to compensation under this Section 3.01 if (1) it shall not be also seeking compensation (if it should be so entitled) under other comparable contractual provisions in its other agreements, (2) if its claim under this Section 3.01 arises through circumstances peculiar to the Liquidity Provider and which do not affect a similarly organized commercial banking institution in the same jurisdiction generally, or (3) the Liquidity Provider is not the initial liquidity provider and America West did not consent to the transfer of this facility to the Liquidity Provider, for the amount, if any, payable under this Agreement (in either case, except for Indemnified Taxes or Other Taxes indemnifiable under Section 2.05 and the imposition of, or any change in the rate of, any Excluded Tax payable by the Issuing Lender); and if any of the above-mentioned measures, 3.01 resulting from events or circumstances shall result in an increase in the cost to UBS AG, Stamford Branch, in its capacity as Issuing Lender, of making, issuing, maintaining, amending or funding the Letter of Credit, or taking any other action with respect occurring prior to the Letter of Credit contemplated under this Agreement, or a reduction in date the Liquidity Provider acquired its interests hereunder as shall exceed the amount of principal or interest or Utilization Fees received or receivable by UBS AG, Stamford Branch, in its capacity as Issuing Lender, in respect thereof, the Borrower agrees to pay to UBS AG, Stamford Branch, in its capacity as Issuing Lender, an amount equal to such additional cost, reduction, other loss or damage or foregone interest or other amount; provided, that UBS AG, Stamford Branch, in its capacity as Issuing Lender, shall only exercise its rights payable under this Section 2.04(a) if 3.01 that would have been due to the Liquidity Provider's transferor had it exercises such rights under all other similar transactions continued to which it is a partybe the liquidity provider hereunder.

Increased Costs. In If a Lender or an LC Issuer determines that the event that amount of capital required or expected to be maintained by reason such Lender or such LC Issuer, any Lending Installation of such Lender or an LC Issuer, or any corporation controlling such Lender or LC Issuer is increased as a result of a Change, then, within fifteen (15) days of written notice by such Lender or LC Issuer (which notice shall be given not later than 180 days after the Change resulting in such increase), Borrower shall pay such Lender or LC Issuer the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital which such Lender or LC Issuer determines is attributable to this Agreement, its Loans or its issuance of or participation in Facility L/Cs or its Commitment to make Loans or to issue or to participate in Facility L/Cs, as the case may be, hereunder (after taking into account such Lender’s or LC Issuer’s policies as to capital adequacy). “Change” means (i) any change after the Amendment Closing Date date of this Agreement in applicable the Risk-Based Capital Guidelines or (ii) any adoption of or change in any other law, rule governmental or regulation of any Swiss Governmental Authority with authority over Swiss banks or any U.S. Governmental Authority with authority over nonquasi-U.S. banks with U.S. banking business (eachgovernmental rule, an “Applicable Governmental Authority”) or in the interpretation thereof by any Applicable Governmental Authority charged with the administrationregulation, application or interpretation thereofpolicy, or by reason of the adoption or enactmentguideline, as of and following the Amendment Closing Dateinterpretation, of any requirement, request or directive (whether or not having the force of law) after the date of this Agreement which affects the amount of capital required or expected to be maintained by any Lender or LC Issuer or any Lending Installation or any corporation controlling any Lender or LC Issuer. “Risk-Based Capital Guidelines” means (a) the risk-based capital guidelines in effect in the United States on the date of this Agreement, including transition rules, and (b) the corresponding capital regulations promulgated by regulatory authorities outside the United States implementing the July 1988 report of the Basle Committee on Banking Regulation and Supervisory Practices Entitled “International Convergence of Capital Measurements and Capital Standards,” including transition rules, and any amendments to such regulations adopted prior to the date of this Agreement. Such Lender’s written notice to Borrower for compensation hereunder shall set forth in reasonable detail the computation of any additional amounts payable to such Applicable Governmental Authority with respect to this Agreement that Lender by Borrower, and such request and computation shall impose, modify or deem applicable any reserve, special deposit assessment or insurance fee or similar requirement against assets of, deposits with or for be conclusive and binding in the account of, or credit extended by UBS AG, Stamford Branch, absence of manifest error. This provision shall remain in its capacity as Issuing Lender, or shall subject UBS AG, Stamford Branch, in its capacity as Issuing Lender, or its Controlling Persons to any tax, levy, impost, charge, fee, duty, deduction or withholding of any kind whatsoever full force and effect with respect to the Letter Loans until the later of Credit, (1) the termination of this Agreement or (2) the payment in full of all Notes (provided that before accepting final payment on the Notes, a Lender shall calculate any other Transaction Documentamounts due it in accordance with this subsection 2.9 and give notice to Borrower of such amounts as stated herein, or change and Borrower shall include such amounts in Borrower’s final payment). This provision shall survive the basis termination of taxation of UBS AG, Stamford Branch, in its capacity as Issuing Lenderall Facility L/Cs and, with respect to any amounts payable under this Agreement (Facility L/Cs, shall remain in either case, except for Indemnified Taxes full force and effect until there is no existing or Other Taxes indemnifiable under Section 2.05 and the imposition of, future obligation of Agent or any change in the rate of, Lender under any Excluded Tax payable Facility L/C. The provisions of this subsection 2.9 shall be supplemented by the Issuing Lender); and if any provisions of the above-mentioned measures, events or circumstances shall result in an increase in the cost to UBS AG, Stamford Branch, in its capacity as Issuing Lender, of making, issuing, maintaining, amending or funding the Letter of Credit, or taking any other action with respect to the Letter of Credit contemplated under this Agreement, or a reduction in the amount of principal or interest or Utilization Fees received or receivable by UBS AG, Stamford Branch, in its capacity as Issuing Lender, in respect thereof, the Borrower agrees to pay to UBS AG, Stamford Branch, in its capacity as Issuing Lender, an amount equal to such additional cost, reduction, other loss or damage or foregone interest or other amount; provided, that UBS AG, Stamford Branch, in its capacity as Issuing Lender, shall only exercise its rights under this Section 2.04(a) if it exercises such rights under all other similar transactions to which it is a party3 hereof.

Increased Costs. In the event that by reason If as a result of any change after Regulatory Change there shall be any increase by an amount reasonably deemed by the Amendment Closing Date in applicable law, rule or regulation of any Swiss Governmental Authority with authority over Swiss banks or any U.S. Governmental Authority with authority over non-U.S. banks with U.S. banking business (each, an “Applicable Governmental Authority”) or Liquidity Provider to be material in the interpretation thereof by actual cost to the Liquidity Provider of making, funding or maintaining any Applicable Governmental Authority charged with the administration, application Advances or interpretation thereof, or by reason of the adoption or enactment, as of and following the Amendment Closing Date, of any requirement, request or directive (whether or not having the force of law) of its obligation to make any such Applicable Governmental Authority with respect Advances or there shall be any reduction by an amount reasonably deemed by the Liquidity Provider to this Agreement that shall impose, modify or deem applicable any reserve, special deposit assessment or insurance fee or similar requirement against assets of, deposits with or for be material in the account of, or credit extended amount receivable by UBS AG, Stamford Branch, in its capacity as Issuing Lender, or shall subject UBS AG, Stamford Branch, in its capacity as Issuing Lender, or its Controlling Persons to any tax, levy, impost, charge, fee, duty, deduction or withholding of any kind whatsoever with respect to the Letter of Credit, Liquidity Provider under this Agreement or any other Transaction Document, or change the basis of taxation of UBS AG, Stamford Branch, in its capacity as Issuing Lender, with respect to any amounts payable under this Intercreditor Agreement (in either case, except for Indemnified Taxes or Other Taxes indemnifiable under Section 2.05 and the imposition of, or any change in the rate of, any Excluded Tax payable by the Issuing Lender); and if any of the above-mentioned measures, events or circumstances shall result in an increase in the cost to UBS AG, Stamford Branch, in its capacity as Issuing Lender, of making, issuing, maintaining, amending or funding the Letter of Credit, or taking any other action with respect to the Letter of Credit contemplated under this Agreement, or a reduction in the amount of principal or interest or Utilization Fees received or receivable by UBS AG, Stamford Branch, in its capacity as Issuing Lender, in respect thereof, and in case of either such an increase or reduction, such event does not arise from the gross negligence or willful misconduct of the Liquidity Provider, from its breach of any of its representations, warranties, covenants or agreements contained herein or in the Intercreditor Agreement or from its failure to comply with any such Regulatory Change (any such increase or reduction being referred to herein as an "Increased Cost"), then the Borrower agrees shall from time to time pay to UBS AG, Stamford Branch, in its capacity as Issuing Lender, the Liquidity Provider an amount equal to such additional costIncreased Cost within 15 Business Days after delivery to the Borrower and Delta of a certificate of an officer of the Liquidity Provider describing in reasonable detail the event by reason of which it claims such Increased Cost and the basis for the determination of the amount of such Increased Cost; provided that, reductionthe Borrower shall be obligated to pay amounts only with respect to any Increased Costs accruing from the date 45 days prior to the date of delivery of such certificate. Such certificate, other loss in the absence of manifest error, shall be considered prima facie evidence of the amount of the Increased Costs for purposes of this Agreement; provided that any determinations and allocations by the Liquidity Provider of the effect of any Regulatory Change on the costs of maintaining the Advances are made on a reasonable basis. The Liquidity Provider shall not be entitled to assert any claim under this Section 3.01 in respect of or damage attributable to Taxes. The Liquidity Provider will notify the Borrower and Delta as promptly as practicable of any event occurring after the date of this Agreement that will entitle the Liquidity Provider to compensation under this Section 3.01. The Liquidity Provider agrees to investigate all commercially reasonable alternatives for reducing any Increased Costs and to use all commercially reasonable efforts (consistent with applicable legal and regulatory restrictions) to avoid or foregone interest minimize, to the greatest extent possible, any claim in respect of Increased Costs, including, without limitation, by designating a different Lending Office, if such designation or other amountaction would avoid the need for, or reduce the amount of, any such claim; provided, provided that UBS AG, Stamford Branchthe foregoing shall not obligate the Liquidity Provider to take any action that would, in its capacity as Issuing Lenderreasonable judgment, cause the Liquidity Provider to incur any material loss or cost, unless the Borrower or Delta agrees to reimburse the Liquidity Provider therefor. If no such designation or other action is effected, or, if effected, fails to avoid the need for any claim in respect of Increased Costs, Delta may arrange for a Replacement Liquidity Facility in accordance with Section 3.06(e) of the Intercreditor Agreement. Notwithstanding the foregoing provisions, in no event shall only exercise its rights the Borrower be required to make payments under this Section 2.04(a3.01: (a) in respect of any Regulatory Change proposed by any applicable governmental authority (including any branch of a legislature), central bank or comparable agency of the United States or the Liquidity Provider's jurisdiction of organization and pending as of the date of this Agreement (it being agreed that the consultative paper issued by the Basel Committee on Banking Supervision entitled "The New Basel Capital Accord", dated January 2001, shall not be considered to have been proposed or pending as of the date of this Agreement); (b) if it exercises a claim hereunder in respect of an Increased Cost arises through circumstances peculiar to the Liquidity Provider and that do not affect similarly organized commercial banking institutions in the same jurisdiction generally that are in compliance with the law, rule, regulation or interpretation giving rise to the Regulatory Change relating to such rights Increased Cost; (c) if the Liquidity Provider shall fail to comply with its obligations under all this Section 3.01; or (d) if the Liquidity Provider is not also seeking payment for similar increased costs in other similar transactions to which it is a partysimilarly situated transactions.

Increased Costs. In The Borrower shall pay to the event that Primary Liquidity Provider from time to time such amounts as may be necessary to compensate the Primary Liquidity Provider for any costs incurred by reason the Primary Liquidity Provider which are attributable to its making or maintaining any Advances hereunder or its obligation to make any such Advances hereunder, or any reduction in any amount receivable by the Primary Liquidity Provider under this Agreement or the Intercreditor Agreement in respect of any such Advances or such obligation (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), resulting from any change after the Amendment Closing Date date of this Agreement in applicable lawU.S. federal, rule state, or regulation of any Swiss Governmental Authority with authority over Swiss banks municipal, or any U.S. Governmental Authority with authority over non-U.S. banks with U.S. banking business (each, an “Applicable Governmental Authority”) foreign laws or in the interpretation thereof by any Applicable Governmental Authority charged with the administration, application or interpretation thereofregulations, or by reason of the adoption or enactment, as of and following the Amendment Closing Date, making after such date of any requirementinterpretation, request regulation, directive, or directive (requirement applying to a class of banks including the Primary Liquidity Provider whether or not having the force of law, by any court or governmental or monetary authority charged with the interpretation or administration thereof (a “Regulatory Change”), which: (1) of any such Applicable Governmental Authority with respect to this Agreement that shall impose, modify or deem applicable any reserve, special deposit assessment or insurance fee or similar requirement against assets of, deposits with or for the account of, or credit extended by UBS AG, Stamford Branch, in its capacity as Issuing Lender, or shall subject UBS AG, Stamford Branch, in its capacity as Issuing Lender, or its Controlling Persons to any tax, levy, impost, charge, fee, duty, deduction or withholding of any kind whatsoever with respect to the Letter of Credit, this Agreement or any other Transaction Document, or change changes the basis of taxation of UBS AGany amounts payable to the Primary Liquidity Provider under this Agreement in respect of any such Advances or such obligation (other than Excluded Taxes or any Non-Excluded Taxes); or (2) imposes or modifies any reserve, Stamford Branchspecial deposit, compulsory loan or similar requirements relating to any extensions of credit or other assets of, or any deposits with other liabilities of, the Primary Liquidity Provider (including any such Advances or such obligation or any deposits referred to in the definition of LIBOR or related definitions). The Primary Liquidity Provider agrees to use reasonable efforts (consistent with its internal policies and with applicable legal and regulatory restrictions) to change the jurisdiction of its Lending Office if making such change would avoid the need for, or reduce the amount of, any amount payable under this Section 3.01 that may thereafter accrue and would not, in its capacity the reasonable judgment of the Primary Liquidity Provider, be otherwise disadvantageous to the Primary Liquidity Provider. The Primary Liquidity Provider shall notify the Borrower of any event occurring after the date of this Agreement that shall entitle the Primary Liquidity Provider to compensation pursuant to this Section 3.01 as Issuing Lenderpromptly as practicable after it obtains knowledge thereof and determines to request such compensation, which notice shall describe in reasonable detail the calculation of the amounts owed under this Section 3.01; provided, that if the Primary Liquidity Provider fails to give such notice within 180 days after it obtains such knowledge, the Primary Liquidity Provider shall, with respect to any amounts payable under this Agreement (in either casecosts resulting from such event, except for Indemnified Taxes or Other Taxes indemnifiable under Section 2.05 and the imposition of, or any change in the rate of, any Excluded Tax payable by the Issuing Lender); and if any of the above-mentioned measures, events or circumstances shall result in an increase in the cost only be entitled to UBS AG, Stamford Branch, in its capacity as Issuing Lender, of making, issuing, maintaining, amending or funding the Letter of Credit, or taking any other action with respect to the Letter of Credit contemplated under this Agreement, or a reduction in the amount of principal or interest or Utilization Fees received or receivable by UBS AG, Stamford Branch, in its capacity as Issuing Lender, in respect thereof, the Borrower agrees to pay to UBS AG, Stamford Branch, in its capacity as Issuing Lender, an amount equal to such additional cost, reduction, other loss or damage or foregone interest or other amount; provided, that UBS AG, Stamford Branch, in its capacity as Issuing Lender, shall only exercise its rights payment under this Section 2.04(a) if 3.01 for costs incurred from and after the date 180 days prior to the date the Primary Liquidity Provider does give such notice. Determinations by the Primary Liquidity Provider for purposes of this Section 3.01 of the effect of any Regulatory Change on its costs of making or maintaining Advances or its obligation to make any Advances hereunder or on amounts receivable by it exercises such rights in respect of Advances, and of the additional amounts required to compensate the Primary Liquidity Provider in respect of any Additional Costs, shall be prima facie evidence of the amount owed under all other similar transactions this Section 3.01. Notwithstanding the preceding two paragraphs, the Primary Liquidity Provider and the Subordination Agent agree that any permitted assignee or participant of the initial Primary Liquidity Provider that is not a bank shall not be entitled to which it is a partythe benefits of the preceding two paragraphs (but without limiting the provisions of Section 7.08 hereof).

Increased Costs. In The Borrower shall pay to the event that Liquidity Provider from time to time such amounts as may be necessary to compensate the Liquidity Provider for any increased costs incurred by reason the Liquidity Provider which are attributable to its making or maintaining any Advances hereunder or its obligation to make any such Advances hereunder, or any reduction in any amount receivable by the Liquidity Provider under this Agreement or the Intercreditor Agreement in respect of any such Advances or such obligation (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), resulting from any change after the Amendment Closing Date date of this Agreement in applicable lawU.S. federal, rule or regulation of any Swiss Governmental Authority with authority over Swiss banks or any U.S. Governmental Authority with authority over non-U.S. banks with U.S. banking business (eachstate, an “Applicable Governmental Authority”) or in the interpretation thereof by any Applicable Governmental Authority charged with the administration, application or interpretation thereofmunicipal, or by reason foreign laws or regulations (including Regulation D of the Board of Governors of the Federal Reserve System), or the adoption or enactment, as making after the date of and following the Amendment Closing Date, this Agreement of any requirementinterpretations, request directives, or directive requirements applying to a class of banks including the Liquidity Provider under any U.S. federal, state, municipal, or any foreign laws or regulations (whether or not having the force of law) of by any such Applicable Governmental Authority court, central bank or monetary authority charged with respect to this Agreement that shall imposethe interpretation or administration thereof (a “Regulatory Change”), modify or deem applicable any reserve, special deposit assessment or insurance fee or similar requirement against assets of, deposits with or for the account of, or credit extended by UBS AG, Stamford Branch, in its capacity as Issuing Lender, or shall subject UBS AG, Stamford Branch, in its capacity as Issuing Lender, or its Controlling Persons to any tax, levy, impost, charge, fee, duty, deduction or withholding of any kind whatsoever with respect to the Letter of Credit, this Agreement or any other Transaction Document, or change which: (1) changes the basis of taxation of UBS AG, Stamford Branch, in its capacity as Issuing Lender, with respect to any amounts payable to the Liquidity Provider under this Agreement in respect of any such Advances or such obligation (in either caseother than Excluded Taxes); or (2) imposes or modifies any reserve, except for Indemnified Taxes special deposit, compulsory loan or Other Taxes indemnifiable under Section 2.05 and the imposition similar requirements relating to any extensions of credit or other assets of, or any change deposits with other liabilities of, the Liquidity Provider (including any such Advances or such obligation or any deposits referred to in the rate definition of LIBOR Rate or related definitions). The Liquidity Provider agrees to use reasonable efforts (consistent with applicable legal and regulatory restrictions) to change the jurisdiction of its Facility Office if making such change would avoid the need for, or reduce the amount of, any Excluded Tax amount payable by the Issuing Lender); and if any of the above-mentioned measures, events or circumstances shall result in an increase in the cost to UBS AG, Stamford Branch, in its capacity as Issuing Lender, of making, issuing, maintaining, amending or funding the Letter of Credit, or taking any other action with respect to the Letter of Credit contemplated under this Agreement, or a reduction in the amount of principal or interest or Utilization Fees received or receivable by UBS AG, Stamford Branch, in its capacity as Issuing Lender, in respect thereof, the Borrower agrees to pay to UBS AG, Stamford Branch, in its capacity as Issuing Lender, an amount equal to such additional cost, reduction, other loss or damage or foregone interest or other amount; provided, that UBS AG, Stamford Branch, in its capacity as Issuing Lender, shall only exercise its rights under this Section 2.04(a) if that may thereafter accrue and would not, in the reasonable judgment of the Liquidity Provider, be otherwise disadvantageous to the Liquidity Provider. The Liquidity Provider will notify the Borrower of any event occurring after the date of this Agreement that will entitle the Liquidity Provider to compensation pursuant to this Section 3.01 as promptly as practicable after it exercises obtains knowledge thereof and determines to request such rights compensation, which notice shall describe in reasonable detail the calculation of the amounts owed under all other similar transactions to which it is a party.this Section. Determinations by the Liquidity Provider for purposes of this Section 3.01 of the effect of any Regulatory Change on its costs of making or maintaining

Increased Costs. In the event that by reason Without duplication of any change after the Amendment Closing Date in applicable lawrights created by Section 3.03, rule or regulation if as a result of any Swiss Governmental Authority with authority over Swiss banks or Regulatory Change there shall be any U.S. Governmental Authority with authority over non-U.S. banks with U.S. banking business (each, increase by an “Applicable Governmental Authority”) or amount reasonably deemed by the Liquidity Provider to be material in the interpretation thereof by actual cost to the Liquidity Provider of making, funding or maintaining any Applicable Governmental Authority charged with the administration, application Advances or interpretation thereof, or by reason of the adoption or enactment, as of and following the Amendment Closing Date, of any requirement, request or directive (whether or not having the force of law) of its obligation to make any such Applicable Governmental Authority with respect Advances or there shall be any reduction by an amount reasonably deemed by the Liquidity Provider to this Agreement that shall impose, modify or deem applicable any reserve, special deposit assessment or insurance fee or similar requirement against assets of, deposits with or for be material in the account of, or credit extended amount receivable by UBS AG, Stamford Branch, in its capacity as Issuing Lender, or shall subject UBS AG, Stamford Branch, in its capacity as Issuing Lender, or its Controlling Persons to any tax, levy, impost, charge, fee, duty, deduction or withholding of any kind whatsoever with respect to the Letter of Credit, Liquidity Provider under this Agreement or any other Transaction Document, or change the basis of taxation of UBS AG, Stamford Branch, in its capacity as Issuing Lender, with respect to any amounts payable under this Intercreditor Agreement (in either case, except for Indemnified Taxes or Other Taxes indemnifiable under Section 2.05 and the imposition of, or any change in the rate of, any Excluded Tax payable by the Issuing Lender); and if any of the above-mentioned measures, events or circumstances shall result in an increase in the cost to UBS AG, Stamford Branch, in its capacity as Issuing Lender, of making, issuing, maintaining, amending or funding the Letter of Credit, or taking any other action with respect to the Letter of Credit contemplated under this Agreement, or a reduction in the amount of principal or interest or Utilization Fees received or receivable by UBS AG, Stamford Branch, in its capacity as Issuing Lender, in respect thereof, and in case of either such an increase or reduction, such event does not arise from the gross negligence or willful misconduct of the Liquidity Provider, from its breach of any of its representations, warranties, covenants or agreements contained herein or in the Intercreditor Agreement or from its failure to comply with any such Regulatory Change (any such increase or reduction being referred to herein as an “Increased Cost”), then, subject to Sections 2.07 and 2.09, the Borrower agrees shall from time to time pay to UBS AG, Stamford Branch, in its capacity as Issuing Lender, the Liquidity Provider an amount equal to such additional costIncreased Cost within 10 Business Days after delivery to the Borrower and American of a certificate of an officer of the Liquidity Provider describing in reasonable detail the event by reason of which it claims such Increased Cost and the basis for the determination of the amount of such Increased Cost; provided that the Borrower shall be obligated to pay amounts only with respect to any Increased Costs accruing from the date 120 days prior to the date of delivery of such certificate. Such certificate, reductionin the absence of manifest error, other loss shall be considered prima facie evidence of the amount of the Increased Costs for purposes of this Agreement; provided that any determinations and allocations by the Liquidity Provider of the effect of any Regulatory Change on the costs of maintaining the Advances or damage the obligation to make Advances are made on a reasonable basis. For the avoidance of doubt, the Liquidity Provider shall not be entitled to assert any claim under this Section 3.01 in respect of or foregone interest attributable to Excluded Taxes. The Liquidity Provider will notify the Borrower and American as promptly as practicable of any event occurring after the date of this Agreement that will entitle the Liquidity Provider to compensation under this Section 3.01. The Liquidity Provider agrees to investigate all commercially reasonable alternatives for reducing any Increased Costs and to use all commercially reasonable efforts to avoid or minimize, to the greatest extent possible, any claim in respect of Increased Costs, including, without limitation, by designating a different Lending Office, if such designation or other amountaction would avoid the need for, or reduce the amount of, any such claim; provided, provided that UBS AG, Stamford Branchthe foregoing shall not obligate the Liquidity Provider to take any action that would, in its capacity as Issuing Lenderreasonable judgment, cause the Liquidity Provider to take any action that is not materially consistent with its internal policies or is otherwise materially disadvantageous to the Liquidity Provider or that would cause the Liquidity Provider to incur any material loss or cost, unless the Borrower or American agrees to reimburse or indemnify the Liquidity Provider therefor. If no such designation or other action is effected, or, if effected, such notice fails to avoid the need for any claim in respect of Increased Costs, American may arrange for a Replacement Liquidity Facility in accordance with Section 3.05(e) of the Intercreditor Agreement. Revolving Credit Agreement (Class AA) (American Airlines 2019-1 Aircraft EETC) Notwithstanding the foregoing provisions, in no event shall only exercise its rights the Borrower be required to make payments under this Section 2.04(a3.01: (a) in respect of any Regulatory Change proposed by any applicable governmental authority (including any branch of a legislature), central bank or comparable agency of the United States or the Liquidity Provider’s jurisdiction of organization or in which its Lending Office is located and pending as of the date of this Agreement (it being agreed that the Regulatory Changes contemplated by (i) all requests, rules, guidelines or directives promulgated or issued by the Basel Committee on Banking Supervision (or any successor or similar authority) including, but not limited to the Consultative Documents entitled “Strengthening the resilience of the banking sector” and “International framework for liquidity risk measurement, standards and monitoring,” each dated December 2009 or the United States regulatory authorities, in each case pursuant to Basel III and (ii) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith, shall not be considered to have been proposed or pending as of the date of this Agreement); (b) if it exercises a claim hereunder in respect of an Increased Cost arises through circumstances peculiar to the Liquidity Provider and that do not affect similarly organized commercial banking institutions in the same jurisdiction generally that are in compliance with the law, rule, regulation or interpretation giving rise to the Regulatory Change relating to such rights Increased Cost; (c) if the Liquidity Provider shall fail to comply with its obligations under all this Section 3.01 or (d) if the Liquidity Provider is not also seeking payment for similar increased costs in other similar similarly situated transactions related to which it is a partythe airline industry.

Increased Costs. In The Borrower shall pay to the event that Liquidity Provider from time to time such amounts as may be necessary to compensate the Liquidity Provider for any increased costs incurred by reason the Liquidity Provider (or its head office) which are attributable to its making or maintaining any Advances hereunder or its obligation to make any such Advances hereunder, or any reduction in any amount receivable by the Liquidity Provider under this Agreement or the Intercreditor Agreement in respect of any such Advances or such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), (A) resulting from any change after the Amendment Closing Date date of this Agreement in applicable lawU.S. federal or state, rule or regulation of any Swiss Governmental Authority with authority over Swiss banks or any U.S. Governmental Authority with authority over non-U.S. banks with U.S. banking business foreign, laws or regulations (each, an “Applicable Governmental Authority”) or in the interpretation thereof by any Applicable Governmental Authority charged with the administration, application or interpretation thereofincluding Regulation D), or by reason of the adoption or enactment, as making after the date of and following the Amendment Closing Date, this Agreement of any requirementinterpretations, request directives, or directive requirements applying to a class of banks including the Liquidity Provider under any U.S. federal or state, or any foreign, laws or regulations (whether or not having the force of law) by any court, central bank or monetary authority charged with the interpretation or administration thereof (a "Regulatory Change"), which: (1) changes the basis of taxation of any amounts payable to the Liquidity Provider under this Agreement in respect of any such Applicable Governmental Authority Advances (other than Excluded Taxes); (2) imposes on the Liquidity Provider any other condition regarding this Agreement or any such Advance (other than with respect to this Agreement that shall impose, modify Taxes) or deem applicable (3) imposes or modifies any reserve, special deposit assessment or insurance fee or similar requirement against assets of, deposits with or for the account of, or credit extended by UBS AG, Stamford Branch, in its capacity as Issuing Lender, or shall subject UBS AG, Stamford Branch, in its capacity as Issuing Lender, or its Controlling Persons requirements relating to any tax, levy, impost, charge, fee, duty, deduction extensions of credit or withholding of any kind whatsoever with respect to the Letter of Credit, this Agreement or any other Transaction Document, or change the basis of taxation of UBS AG, Stamford Branch, in its capacity as Issuing Lender, with respect to any amounts payable under this Agreement (in either case, except for Indemnified Taxes or Other Taxes indemnifiable under Section 2.05 and the imposition assets of, or any change deposits with or other liabilities of, the Liquidity Provider (or its head office) (including any such Advances or any deposits referred to in the rate definition of LIBOR Rate) and (B) which the Liquidity Provider has certified to the Borrower and Continental are not included or reflected in the determination of the LIBOR Rate or the Base Rate. The Liquidity Provider agrees to use reasonable efforts (consistent with applicable legal and regulatory restrictions) to change the jurisdiction of its Lending Office if making such change would avoid the need for, or reduce the amount of, any Excluded Tax payable by the Issuing Lender); and if any of the above-mentioned measures, events or circumstances shall result in an increase in the cost to UBS AG, Stamford Branch, in its capacity as Issuing Lender, of making, issuing, maintaining, amending or funding the Letter of Credit, or taking any other action with respect to the Letter of Credit contemplated under this Agreement, or a reduction in the amount of principal or interest or Utilization Fees received or receivable by UBS AG, Stamford Branch, in its capacity as Issuing Lender, in respect thereof, the Borrower agrees to pay to UBS AG, Stamford Branch, in its capacity as Issuing Lender, an amount equal to such additional cost, reduction, other loss or damage or foregone interest or other amount; provided, that UBS AG, Stamford Branch, in its capacity as Issuing Lender, shall only exercise its rights under this Section 2.04(a) if it exercises such rights under all other similar transactions to which it is a party.any

Increased Costs. In The Borrower shall pay to the event that Liquidity Provider from time to time such amounts as may be necessary to compensate the Liquidity Provider for any increased costs incurred by reason the Liquidity Provider which are reasonably attributable to its making or maintaining any LIBOR Advances hereunder or its obligation to make any such Advances hereunder, or any reduction in any amount receivable by the Liquidity Provider under this Agreement or the Intercreditor Agreement in respect of any such Advances or such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any change after the Amendment Closing Date date of this Agreement in applicable lawU.S. federal, rule or regulation of any Swiss Governmental Authority with authority over Swiss banks or any U.S. Governmental Authority with authority over non-U.S. banks with U.S. banking business (eachstate, an “Applicable Governmental Authority”) or in the interpretation thereof by any Applicable Governmental Authority charged with the administration, application or interpretation thereofmunicipal, or by reason foreign laws or regulations (including Regulation D of the Board of Governors of the Federal Reserve System applicable to banks generally), or the adoption or enactment, as making after the date of and following the Amendment Closing Date, this Agreement of any requirementinterpretations, request directives, or directive requirements 17 13 applying to a class of banks including the Liquidity Provider under any U.S. federal, state, municipal, or any foreign laws or regulations (whether or not having the force of law) of by any such Applicable Governmental Authority court, central bank or monetary authority charged with respect to this Agreement that shall imposethe interpretation or administration thereof (a "Regulatory Change"), modify or deem applicable any reserve, special deposit assessment or insurance fee or similar requirement against assets of, deposits with or for the account of, or credit extended by UBS AG, Stamford Branch, in its capacity as Issuing Lender, or shall subject UBS AG, Stamford Branch, in its capacity as Issuing Lender, or its Controlling Persons to any tax, levy, impost, charge, fee, duty, deduction or withholding of any kind whatsoever with respect to the Letter of Credit, this Agreement or any other Transaction Document, or change which: (1) changes the basis of taxation of UBS AGany amounts payable to the Liquidity Provider under this Agreement in respect of any such Advances or such obligation (other than Excluded Taxes); or (2) imposes or modifies any reserve, Stamford Branchspecial deposit, compulsory loan or similar requirements relating to any extensions of credit or other assets of, or any deposits with other liabilities of, the Liquidity Provider (including any such Advances or any deposits referred to in the definition of LIBOR Rate or related definitions). The Liquidity Provider agrees to use reasonable efforts (consistent with applicable legal and regulatory restrictions) to change the jurisdiction of its Lending Office if making such change would avoid the need for, or reduce the amount of, any amount payable under this Section 3.01 that may thereafter accrue and would not, in its capacity the reasonable judgment of the Liquidity Provider, be otherwise disadvantageous to the Liquidity Provider. The Liquidity Provider will notify the Borrower of any event occurring after the date of this Agreement that will entitle the Liquidity Provider to compensation pursuant to this Section 3.01 as Issuing Lenderpromptly as practicable after it obtains knowledge thereof and determines to request such compensation, which notice shall describe in reasonable detail the calculation of the amounts owed under this Section; provided, that if the Liquidity Provider fails to give such notice within 180 days after it obtains such knowledge, the Liquidity Provider shall, with respect to any amounts payable under this Agreement (in either casecosts resulting from such event, except for Indemnified Taxes or Other Taxes indemnifiable under Section 2.05 and the imposition of, or any change in the rate of, any Excluded Tax payable by the Issuing Lender); and if any of the above-mentioned measures, events or circumstances shall result in an increase in the cost only be entitled to UBS AG, Stamford Branch, in its capacity as Issuing Lender, of making, issuing, maintaining, amending or funding the Letter of Credit, or taking any other action with respect to the Letter of Credit contemplated under this Agreement, or a reduction in the amount of principal or interest or Utilization Fees received or receivable by UBS AG, Stamford Branch, in its capacity as Issuing Lender, in respect thereof, the Borrower agrees to pay to UBS AG, Stamford Branch, in its capacity as Issuing Lender, an amount equal to such additional cost, reduction, other loss or damage or foregone interest or other amount; provided, that UBS AG, Stamford Branch, in its capacity as Issuing Lender, shall only exercise its rights payment under this Section 2.04(a) if 3.01 for costs incurred from and after the date 180 days prior to the date the Liquidity Provider does give such notice. Determinations by the Liquidity Provider for purposes of this Section 3.01 of the effect of any Regulatory Change on its costs of making or maintaining Advances or on amounts receivable by it exercises such rights in respect of Advances, and of the additional amounts required to compensate the Liquidity Provider in respect of any Additional Costs, shall be prima facie evidence of the amount owed under all other similar transactions this Section. Notwithstanding the preceding two paragraphs, the Liquidity Provider and the Borrower agree that any permitted assignee or participant of the initial Liquidity Provider which is not a bank shall not be entitled to which it is a partythe benefits of the preceding two paragraphs (but without limiting the provisions of Section 7.08 hereof).

Increased Costs. In Subject to the event that ING Fee Letter, the Borrower shall pay to the Liquidity Provider from time to time such amounts as may be necessary to compensate the Liquidity Provider for any increased costs incurred by reason the Liquidity Provider which are attributable to its making or maintaining any LIBOR Advances hereunder or its obligation to make any such Advances hereunder, or any reduction in any amount receivable by the Liquidity Provider under this Agreement or the Intercreditor Agreement in respect of any such Advances or such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any change after the Amendment Closing Date date of this Agreement in applicable lawU.S. federal, rule or regulation of any Swiss Governmental Authority with authority over Swiss banks or any U.S. Governmental Authority with authority over non-U.S. banks with U.S. banking business (eachstate, an “Applicable Governmental Authority”) or in the interpretation thereof by any Applicable Governmental Authority charged with the administration, application or interpretation thereofmunicipal, or by reason of foreign laws or regulations (including Regulation D), or the adoption or enactment, as making after the date of and following the Amendment Closing Date, this Agreement of any requirementinterpretations, request directives, or directive requirements applying to a class of banks including the Liquidity Provider under any U.S. federal, state, municipal, or any foreign laws or regulations (whether or not having the force of law) of by any such Applicable Governmental Authority court, central bank or monetary authority charged with respect to this Agreement that shall imposethe interpretation or administration thereof (a "Regulatory Change"), modify or deem applicable any reserve, special deposit assessment or insurance fee or similar requirement against assets of, deposits with or for the account of, or credit extended by UBS AG, Stamford Branch, in its capacity as Issuing Lender, or shall subject UBS AG, Stamford Branch, in its capacity as Issuing Lender, or its Controlling Persons to any tax, levy, impost, charge, fee, duty, deduction or withholding of any kind whatsoever with respect to the Letter of Credit, this Agreement or any other Transaction Document, or change which: (1) changes the basis of taxation of UBS AG, Stamford Branch, in its capacity as Issuing Lender, with respect to any amounts payable to the Liquidity Provider under this Agreement in respect of any such Advances (in either caseother than Excluded Taxes); or (2) imposes or modifies any reserve, except for Indemnified Taxes special deposit, compulsory loan or Other Taxes indemnifiable under Section 2.05 and the imposition similar requirements relating to any extensions of credit or other assets of, or any change deposits with other liabilities of, the Liquidity Provider (including any such Advances or any deposits referred to in the rate definition of LIBOR Rate or related definitions). The Liquidity Provider agrees to use reasonable efforts (consistent with applicable legal and regulatory restrictions) to change the jurisdiction of its Lending Office if making such change would avoid the need for, or reduce the amount of, any Excluded Tax amount payable by the Issuing Lender); and if any of the above-mentioned measures, events or circumstances shall result in an increase in the cost to UBS AG, Stamford Branch, in its capacity as Issuing Lender, of making, issuing, maintaining, amending or funding the Letter of Credit, or taking any other action with respect to the Letter of Credit contemplated under this Agreement, or a reduction in the amount of principal or interest or Utilization Fees received or receivable by UBS AG, Stamford Branch, in its capacity as Issuing Lender, in respect thereof, the Borrower agrees to pay to UBS AG, Stamford Branch, in its capacity as Issuing Lender, an amount equal to such additional cost, reduction, other loss or damage or foregone interest or other amount; provided, that UBS AG, Stamford Branch, in its capacity as Issuing Lender, shall only exercise its rights under this Section 2.04(a) if that may thereafter accrue and would not, in the reasonable judgment of the Liquidity Provider, be otherwise disadvantageous to the Liquidity Provider. The Liquidity Provider will notify the Borrower of any event occurring after the date of this Agreement that will entitle the Liquidity Provider to compensation pursuant to this Section 3.01 as promptly as practicable after it exercises obtains knowledge thereof and determines to request such rights compensation, which notice shall describe in reasonable detail the calculation of the amounts owed under all other similar transactions this Section. Determinations by the Liquidity Provider for purposes of this Section 3.01 of the effect of any Regulatory Change on its costs of making or maintaining Advances or on amounts receivable by it in respect of Advances, and of the additional amounts required to which it is a partycompensate the Liquidity Provider in respect of any Additional Costs, shall be prima facie evidence of the amount owed under this Section.

Increased Costs. In the event If a Lender reasonably determines that by reason of compliance with any change after the Amendment Closing Date in applicable law, rule law or regulation of any Swiss Governmental Authority with authority over Swiss banks or any U.S. Governmental Authority with guideline or request from any central bank or other governmental or monetary authority over non-U.S. banks with U.S. banking business (each, an “Applicable Governmental Authority”) or in the interpretation thereof by any Applicable Governmental Authority charged with the administration, application or interpretation thereof, or by reason of the adoption or enactment, as of and following the Amendment Closing Date, of any requirement, request or directive regard to capital adequacy (whether or not having the force of law) including, without limitation, any guideline contemplated by the report dated July 1988 entitled “International Convergence of Capital Management and Capital Standards” issued by the Bank Committee on Banking Regulations and Supervisory Practices, in any case in which such Applicable Governmental Authority law, regulation, guideline or request became effective or was made after the date hereof, has or would have the effect of reducing the rate of return on the capital of, or maintained by, such Lender or any corporation controlling such Lender as a consequence of such Lender making its Ratable Portion of the Advance or Commitment hereunder and other commitments of this type, by increasing the amount of capital required or expected to be maintained by such Lender or any corporation controlling such Lender, to a level below that which such Lender or any corporation controlling such Lender could have achieved but for such adoption, effectiveness, change or compliance (taking into account such Lender’s or such corporation’s policies with respect to this Agreement that shall imposecapital adequacy) then the Borrowers shall, modify or deem applicable any reservefrom time to time, special deposit assessment or insurance fee or similar requirement against assets of, deposits with or for the account of, or credit extended by UBS AG, Stamford Branch, in its capacity as Issuing pay such Lender, or shall subject UBS AGupon demand by such Lender made within 60 days after the first date on which such Lender has actual knowledge that it is entitled to make demand for payment under this Clause 15.6 of such reduction in return, Stamford Branchsuch additional amount as may be specified by such Lender as being sufficient to compensate such Lender for such reduction in return, in its capacity as Issuing Lender, or its Controlling Persons to any tax, levy, impost, charge, fee, duty, deduction or withholding of any kind whatsoever with respect to the Letter of Credit, this Agreement or any other Transaction Document, or change the basis of taxation of UBS AG, Stamford Branch, in its capacity as Issuing Lender, with respect extent that such Lender reasonably determines such reduction to any amounts payable under this Agreement (in either case, except for Indemnified Taxes or Other Taxes indemnifiable under Section 2.05 and the imposition of, or any change in the rate of, any Excluded Tax payable by the Issuing Lender); and if any of the above-mentioned measures, events or circumstances shall result in an increase in the cost to UBS AG, Stamford Branch, in its capacity as Issuing Lender, of making, issuing, maintaining, amending or funding the Letter of Credit, or taking any other action with respect be attributable to the Letter existence of Credit contemplated under this Agreementsuch Lxxxxx’s commitment to lend hereunder; provided that if such Lender fails to so notify the Borrowers within such 60-day period, or a reduction in such amounts shall commence accruing on such later date on which such Lender notifies the amount of principal or interest or Utilization Fees received or receivable by UBS AG, Stamford Branch, in its capacity Borrowers. A certificate as Issuing Lender, in respect thereof, the Borrower agrees to pay to UBS AG, Stamford Branch, in its capacity as Issuing Lender, an amount equal to such additional costamounts submitted to the Borrowers by a Lender shall be conclusive and binding for all purposes, reduction, other loss or damage or foregone interest or other amount; provided, that UBS AG, Stamford Branch, in its capacity as Issuing Lender, shall only exercise its rights under this Section 2.04(a) if it exercises such rights under all other similar transactions to which it is a partyabsent manifest error.

Increased Costs. In the event that by reason of any change after the Amendment Closing Date in applicable law, rule or regulation of any Swiss Governmental Authority with authority over Swiss banks or any U.S. Governmental Authority with authority over non-U.S. banks with U.S. banking business (each, an “Applicable Governmental Authority”) or in the interpretation thereof by any Applicable Governmental Authority charged with the administration, application or interpretation thereof, or by reason of the adoption or enactment, as of and following the Amendment Closing Date, of any requirement, request or directive (whether or not having the force of law) of any such Applicable Governmental Authority with respect If due to this Agreement that shall impose, modify or deem applicable any reserve, special deposit assessment or insurance fee or similar requirement against assets of, deposits with or for the account of, or credit extended by UBS AG, Stamford Branch, in its capacity as Issuing Lender, or shall subject UBS AG, Stamford Branch, in its capacity as Issuing Lender, or its Controlling Persons to any tax, levy, impost, charge, fee, duty, deduction or withholding of any kind whatsoever with respect to the Letter of Credit, this Agreement or any other Transaction Document, or change the basis of taxation of UBS AG, Stamford Branch, in its capacity as Issuing Lender, with respect to any amounts payable under this Agreement (in either case, except for Indemnified Taxes or Other Taxes indemnifiable under Section 2.05 and the imposition of, or any change in the rate of, law there shall be: (a) any Excluded Tax payable by the Issuing Lender); and if any of the above-mentioned measures, events or circumstances shall result in an increase in the cost to UBS AG, Stamford Branch, in Lender or its capacity as Issuing Lender, parent of making, issuing, maintaining, amending making or funding maintaining the Letter of Credit, or taking Loans; (b) any other action with respect to the Letter of Credit contemplated under this Agreement, or a reduction increase in the amount of principal capital required or interest maintained, or Utilization Fees received expected to be maintained, by Lender or receivable its parent and the amount of such capital is increased by UBS AGor based upon the existence of the Loans outstanding hereunder; or (c) any decrease in the effective rate of return on the capital of Lender or its parent of making or maintaining the Loans, Stamford Branch, in its capacity as Issuing then within ten (10) days after written demand by Lender, Borrower shall pay to Lender such additional amount or amounts as will compensate Lender or its parent therefor, it being understood and agreed, however, that Lender shall not be entitled to such compensation as a result of Lender’s compliance with, or pursuant to any request or directive to comply with, any such applicable law as in effect on the date hereof. Upon determining in good faith that any additional amounts will be payable pursuant to this Section, Lender will, as promptly as practicable upon ascertaining knowledge thereof, give written notice thereof to Borrower, which notice shall set forth in reasonable detail the basis of the calculation of such additional amounts, which statement shall be conclusive for all purposes in the absence of manifest error. The failure to give any such notice, with respect to a particular event, within the time frame specified herein, shall not release or diminish any of Borrower’s obligations to pay additional amounts pursuant to this Section for amounts accrued or incurred after the date of such notice with respect to such event. If any change in law shall make it unlawful for Lender to continue to maintain the Loans, or for Borrower to comply with its obligations in respect thereofof the Loans, Borrower shall forthwith, upon Lender’s demand, prepay the Loans in full, together with accrued interest thereon and payment of any compensation required pursuant to this Section. Lender shall submit to Borrower agrees to pay to UBS AGa written statement setting forth the basis for determining such amounts, Stamford Branch, which statement shall be conclusive for all purposes in its capacity as Issuing Lender, an amount equal to such additional cost, reduction, other loss or damage or foregone interest or other amount; provided, that UBS AG, Stamford Branch, in its capacity as Issuing Lender, shall only exercise its rights under this Section 2.04(a) if it exercises such rights under all other similar transactions to which it is a partythe absence of manifest error.

Increased Costs. In Subject to the Fee Letter, the Borrower shall pay to the Liquidity Provider, upon demand by the Liquidity Provider (such demand to be made not later than 180 days after a Responsible Officer of the Liquidity Provider obtains actual knowledge of any event that referred to in clause (1) or (2) below), such amounts as may be necessary to compensate the Liquidity Provider for any increased costs incurred by reason the Liquidity Provider which are attributable to its making or maintaining any LIBOR Advances hereunder or its obligation to make any such Advances hereunder, or any reduction in any amount receivable by the Liquidity Provider under this Agreement or the Intercreditor Agreement in respect of any such Advances or such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any change after the Amendment Closing Date date of this Agreement in applicable lawU.S. federal, rule or regulation of any Swiss Governmental Authority with authority over Swiss banks or any U.S. Governmental Authority with authority over non-U.S. banks with U.S. banking business (eachstate, an “Applicable Governmental Authority”) or in the interpretation thereof by any Applicable Governmental Authority charged with the administration, application or interpretation thereofmunicipal, or by reason of foreign laws or regulations (including Regulation D), or the adoption or enactment, as making after the date of and following the Amendment Closing Date, this Agreement of any requirementinterpretations, request directives, or directive requirements applying to a class of banks including the Liquidity Provider under any U.S. federal, state, municipal, or any foreign laws or regulations (whether or not having the force of law) of by any such Applicable Governmental Authority court, central bank or monetary authority charged with respect to this Agreement that shall imposethe interpretation or administration thereof (a "Regulatory Change"), modify or deem applicable any reserve, special deposit assessment or insurance fee or similar requirement against assets of, deposits with or for the account of, or credit extended by UBS AG, Stamford Branch, in its capacity as Issuing Lender, or shall subject UBS AG, Stamford Branch, in its capacity as Issuing Lender, or its Controlling Persons to any tax, levy, impost, charge, fee, duty, deduction or withholding of any kind whatsoever with respect to the Letter of Credit, this Agreement or any other Transaction Document, or change which: (1) changes the basis of taxation of UBS AG, Stamford Branch, in its capacity as Issuing Lender, with respect to any amounts payable to the Liquidity Provider under this Agreement in respect of any such Advances (in either caseother than Excluded Taxes); or (2) imposes or modifies any reserve, except for Indemnified Taxes special deposit, compulsory loan or Other Taxes indemnifiable under Section 2.05 and the imposition similar requirements relating to any extensions of credit or other assets of, or any change deposits with other liabilities of, the Liquidity Provider (including any such Advances or any deposits referred to in the rate definition of LIBOR Rate or related definitions); provided that if such demand for payment is made after such 180-day period, the Borrower shall be obligated to pay such amounts only with respect to such increased cost actually incurred or effected on or after the 180th day prior to the date of such demand. The Liquidity Provider agrees to use reasonable efforts (consistent with applicable legal and regulatory restrictions) to change the jurisdiction of its Lending Office if making such change would avoid the need for, or reduce the amount of, any Excluded Tax amount payable by under this Section 3.1 that may thereafter accrue and would not, in the Issuing Lender); and if any reasonable judgment of the above-mentioned measuresLiquidity Provider, events or circumstances shall result in an increase in the cost to UBS AG, Stamford Branch, in its capacity as Issuing Lender, of making, issuing, maintaining, amending or funding the Letter of Credit, or taking any other action with respect be otherwise disadvantageous to the Letter Liquidity Provider. The Liquidity Provider agrees that if it shall make a demand for payment of Credit contemplated additional amounts under this Agreement, or a reduction in the amount of principal or interest or Utilization Fees received or receivable by UBS AG, Stamford Branch, in its capacity as Issuing Lender, in respect thereofSection 3.1, the Borrower agrees shall have the right to obtain a Replacement Liquidity Facility in replacement of this Agreement in accordance with Section 3.6(e) of the Intercreditor Agreement provided that such replacement would eliminate or reduce the obligation of the Borrower to pay to UBS AG, Stamford Branch, in its capacity as Issuing Lender, an amount equal to such additional costamounts. The Liquidity Provider will notify the Borrower of any event occurring after the date of this Agreement that will entitle the Liquidity Provider to compensation pursuant to this Section 3.1 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, reductionwhich notice shall describe in reasonable detail the calculation of the amounts owed under this Section. Determinations by the Liquidity Provider for purposes of this Section 3.1 of the effect of any Regulatory Change on its costs of making or maintaining Advances or on amounts receivable by it in respect of Advances, other loss or damage or foregone interest or other amount; provided, that UBS AG, Stamford Branch, and of the additional amounts required to compensate the Liquidity Provider in its capacity as Issuing Lenderrespect of any Additional Costs, shall only exercise its rights be prima facie evidence of the amount owed under this Section 2.04(a) if it exercises such rights under all other similar transactions to which it is a partySection.

Increased Costs. In The Borrower shall pay to the event that Liquidity Provider from time to time such amounts as may be necessary to compensate the Liquidity Provider for any increased costs incurred by reason the Liquidity Provider which are attributable to its making or maintaining any Advances hereunder or its obligation to make any such Advances hereunder, or any reduction in any amount receivable by the Liquidity Provider under this Agreement or the Intercreditor Agreement in respect of any such Advances or such obligation (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), resulting from any change after the Amendment Closing Date date of this Agreement in applicable lawU.S. federal, rule or regulation of any Swiss Governmental Authority with authority over Swiss banks or any U.S. Governmental Authority with authority over non-U.S. banks with U.S. banking business (eachstate, an “Applicable Governmental Authority”) or in the interpretation thereof by any Applicable Governmental Authority charged with the administration, application or interpretation thereofmunicipal, or by reason foreign [Revolving Credit Agreement (2020-1B)] laws or regulations (including Regulation D of the Board of Governors of the Federal Reserve System), or the adoption or enactment, as making after the date of and following the Amendment Closing Date, this Agreement of any requirementinterpretations, request directives, or directive requirements applying to a class of banks including the Liquidity Provider under any U.S. federal, state, municipal, or any foreign laws or regulations (whether or not having the force of law) of by any such Applicable Governmental Authority court, central bank or monetary authority charged with respect to this Agreement that shall imposethe interpretation or administration thereof (a “Regulatory Change”), modify or deem applicable any reserve, special deposit assessment or insurance fee or similar requirement against assets of, deposits with or for the account of, or credit extended by UBS AG, Stamford Branch, in its capacity as Issuing Lender, or shall subject UBS AG, Stamford Branch, in its capacity as Issuing Lender, or its Controlling Persons to any tax, levy, impost, charge, fee, duty, deduction or withholding of any kind whatsoever with respect to the Letter of Credit, this Agreement or any other Transaction Document, or change which: (1) changes the basis of taxation of UBS AG, Stamford Branch, in its capacity as Issuing Lender, with respect to any amounts payable to the Liquidity Provider under this Agreement in respect of any such Advances or such obligation (in either caseother than Excluded Taxes); or (2) imposes or modifies any reserve, except for Indemnified Taxes special deposit, compulsory loan or Other Taxes indemnifiable under Section 2.05 and the imposition similar requirements relating to any extensions of credit or other assets of, or any change deposits with other liabilities of, the Liquidity Provider (including any such Advances or such obligation or any deposits referred to in the rate definition of LIBOR Rate or related definitions). For the avoidance of doubt, any Regulatory Changes based on the consultative papers of The Basel Committee on Banking Supervision of December 2009 entitled “Strengthening the resilience of the banking sector” and “International framework for liquidity risk measurement, standards and monitoring”, in each case together with any amendments thereto (collectively, “Basel III”), will not be treated, for purposes of determining whether the Liquidity Provider is entitled to compensation under this Section 3.01, as having been adopted or having come into effect before the date hereof, and any such Regulatory Changes based on Basel III shall be determined to be adopted only when the national banking supervisory authorities, or other relevant administrative or legislative bodies having primary jurisdiction or regulatory authority over the Liquidity Provider, adopt any such Regulatory Changes based on Basel III in the primary jurisdiction of the Liquidity Provider. The Liquidity Provider agrees to use reasonable efforts (consistent with applicable legal and regulatory restrictions) to change the jurisdiction of its Facility Office if making such change would avoid the need for, or reduce the amount of, any Excluded Tax amount payable by the Issuing Lender); and if any of the above-mentioned measures, events or circumstances shall result in an increase in the cost to UBS AG, Stamford Branch, in its capacity as Issuing Lender, of making, issuing, maintaining, amending or funding the Letter of Credit, or taking any other action with respect to the Letter of Credit contemplated under this Agreement, or a reduction in the amount of principal or interest or Utilization Fees received or receivable by UBS AG, Stamford Branch, in its capacity as Issuing Lender, in respect thereof, the Borrower agrees to pay to UBS AG, Stamford Branch, in its capacity as Issuing Lender, an amount equal to such additional cost, reduction, other loss or damage or foregone interest or other amount; provided, that UBS AG, Stamford Branch, in its capacity as Issuing Lender, shall only exercise its rights under this Section 2.04(a) if that may thereafter accrue and would not, in the reasonable judgment of the Liquidity Provider, be otherwise disadvantageous to the Liquidity Provider. The Liquidity Provider will notify the Borrower of any event occurring after the date of this Agreement that will entitle the Liquidity Provider to compensation pursuant to this Section 3.01 as promptly as practicable after it exercises obtains knowledge thereof and determines to request such rights compensation, which notice shall describe in reasonable detail the calculation of the amounts owed under all other similar transactions this Section. Determinations by the Liquidity Provider for purposes of this Section 3.01 of the effect of any Regulatory Change on its costs of making or maintaining Advances or on amounts receivable by it in respect of Advances, and of the additional amounts required to compensate the Liquidity Provider in respect of any Additional Costs, shall be prima facie evidence of the amount owed under this Section. Notwithstanding the preceding two paragraphs, the Liquidity Provider and the Subordination Agent agree that any Liquidity Provider, or permitted assignee or participant thereof, which it is not a partybank shall not be entitled to the benefits of the preceding two paragraphs (but without limiting the provisions of Section 7.08 hereof).

Increased Costs. In The Borrower agrees to indemnify each Lender for its actual and documented increased costs that are the event that by reason result of any a change after the Amendment Closing Date in applicable law, rule or regulation of any Swiss Governmental Authority with authority over Swiss banks or any U.S. Governmental Authority with authority over non-U.S. banks with U.S. banking business (each, an “Applicable Governmental Authority”) Law or in the official interpretation thereof by or compliance with any Applicable Governmental Authority charged with the administration, application guideline or interpretation thereof, request from any central bank or by reason of the adoption or enactment, as of and following the Amendment Closing Date, of any requirement, request or directive other governmental authority having jurisdiction over such Lender (whether or not having the force of law) adopted or made (i) in the case of the Initial Lenders, after the date of this Agreement, (ii) in the case of any other Lender, after the date such Lender shall have become a party to this Agreement by executing and delivering an Assignment and Acceptance, and (iii) in the case of a Lender which has a Competitive Bid Advance outstanding, after the date of such Lender's offer with respect to such Competitive Bid Advance pursuant to Section 2.03, which costs are reasonably incurred by such Lender and are the result of (x) such Lender agreeing to make or making, funding or maintaining Eurodollar Rate Advances or, unless otherwise specified by the Borrower in the related Notice of Competitive Bid Borrowing, LIBO Rate Advances or (y) any increase in the amount of capital required to be maintained by such Lender or any corporation controlling such Lender, based upon the existence of such Lender's commitment to lend hereunder and other commitments of this type, to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of such Lender's commitment to lend hereunder). The foregoing indemnity shall not apply to (A) any such change of Law or interpretation or any adoption or making of any such Applicable Governmental Authority with respect guideline or request that is anticipated on the applicable date set forth above, (B) any period or periods ending more than 120 days prior to this Agreement that demand for indemnification being made or (C) any such increased costs resulting from (a) Taxes or Other Taxes (as to which Section 2.14 shall impose, modify govern) or deem applicable any reserve, special deposit assessment or insurance fee or similar requirement against assets of, deposits with or for the account of, or credit extended by UBS AG, Stamford Branch, (b) changes in its capacity as Issuing Lender, or shall subject UBS AG, Stamford Branch, in its capacity as Issuing Lender, or its Controlling Persons to any tax, levy, impost, charge, fee, duty, deduction or withholding of any kind whatsoever with respect to the Letter of Credit, this Agreement or any other Transaction Document, or change the basis of taxation of UBS AG, Stamford Branch, in overall net income or overall gross income by the United States or by the foreign jurisdiction or state under the laws of which such Lender is organized or has its capacity as Issuing Lender, with respect to any amounts payable under this Agreement (in either case, except for Indemnified Taxes or Other Taxes indemnifiable under Section 2.05 and the imposition of, Applicable Lending Office or any change in the rate ofpolitical subdivision thereof. The Borrower shall from time to time, any Excluded Tax payable within 30 days following demand by the Issuing Lender); and if any such Lender complying with Section 8.04(d) (with a copy of the above-mentioned measures, events or circumstances shall result in an increase in the cost to UBS AG, Stamford Branch, in its capacity as Issuing Lender, of making, issuing, maintaining, amending or funding the Letter of Credit, or taking any other action with respect such demand to the Letter of Credit contemplated under this AgreementAgent), or a reduction in the amount of principal or interest or Utilization Fees received or receivable by UBS AG, Stamford Branch, in its capacity as Issuing Lender, in respect thereof, the Borrower agrees to pay to UBS AG, Stamford Branch, in its capacity as Issuing Lender, an amount equal the Agent for the account of such Lender additional amounts sufficient to compensate such additional cost, reduction, other loss or damage or foregone interest or other amount; provided, that UBS AG, Stamford Branch, in its capacity as Issuing Lender, shall only exercise its rights under this Section 2.04(a) if it exercises Lender for such rights under all other similar transactions to which it is a partyincreased costs.

Increased Costs. In the event that by reason If as a result of any change after Regulatory Change there shall be any increase by an amount reasonably deemed by the Amendment Closing Date in applicable law, rule or regulation of any Swiss Governmental Authority with authority over Swiss banks or any U.S. Governmental Authority with authority over non-U.S. banks with U.S. banking business (each, an “Applicable Governmental Authority”) or Liquidity Provider to be material in the interpretation thereof by actual cost to the Liquidity Provider of making, funding or maintaining any Applicable Governmental Authority charged with the administration, application Advances or interpretation thereof, or by reason of the adoption or enactment, as of and following the Amendment Closing Date, of any requirement, request or directive (whether or not having the force of law) of its obligation to make any such Applicable Governmental Authority with respect Advances or there shall be any reduction by an amount reasonably deemed by the Liquidity Provider to this Agreement that shall impose, modify or deem applicable any reserve, special deposit assessment or insurance fee or similar requirement against assets of, deposits with or for be material in the account of, or credit extended amount receivable by UBS AG, Stamford Branch, in its capacity as Issuing Lender, or shall subject UBS AG, Stamford Branch, in its capacity as Issuing Lender, or its Controlling Persons to any tax, levy, impost, charge, fee, duty, deduction or withholding of any kind whatsoever with respect to the Letter of Credit, Liquidity Provider under this Agreement or any other Transaction Document, or change the basis of taxation of UBS AG, Stamford Branch, in its capacity as Issuing Lender, with respect to any amounts payable under this Intercreditor Agreement (in either case, except for Indemnified Taxes or Other Taxes indemnifiable under Section 2.05 and the imposition of, or any change in the rate of, any Excluded Tax payable by the Issuing Lender); and if any of the above-mentioned measures, events or circumstances shall result in an increase in the cost to UBS AG, Stamford Branch, in its capacity as Issuing Lender, of making, issuing, maintaining, amending or funding the Letter of Credit, or taking any other action with respect to the Letter of Credit contemplated under this Agreement, or a reduction in the amount of principal or interest or Utilization Fees received or receivable by UBS AG, Stamford Branch, in its capacity as Issuing Lender, in respect thereof, and in case of either such an increase or reduction, such event does not arise from the gross negligence or willful misconduct of the Liquidity Provider, from its breach of any of its representations, warranties, covenants or agreements contained herein or in the Intercreditor Agreement or from its failure to comply with any such Regulatory Change (any such increase or reduction being referred to herein as an “Increased Cost”), then the Borrower agrees shall from time to time pay to UBS AG, Stamford Branch, in its capacity as Issuing Lender, the Liquidity Provider an amount equal to such additional costIncreased Cost within 10 Business Days after delivery to the Borrower and Delta of a certificate of an officer of the Liquidity Provider describing in reasonable detail the event by reason of which it claims such Increased Cost and the basis for the determination of the amount of such Increased Cost; provided that, reductionthe Borrower shall be obligated to pay amounts only with respect to any Increased Costs accruing from the date 90 days prior to the date of delivery of such certificate. Such certificate, other loss in the absence of manifest error, shall be considered prima facie evidence of the amount of the Increased Costs for purposes of this Agreement; provided that any determinations and allocations by the Liquidity Provider of the effect of any Regulatory Change on the costs of maintaining the Advances are made on a reasonable basis. The Liquidity Provider shall not be entitled to assert any claim under this Section 3.01 in respect of or damage attributable to Excluded Taxes. The Liquidity Provider will notify the Borrower and Delta as promptly as practicable of any event occurring after the date of this Agreement that will entitle the Liquidity Provider to compensation under this Section 3.01. The Liquidity Provider agrees to investigate all commercially reasonable alternatives for reducing any Increased Costs and to use all commercially reasonable efforts to avoid or foregone interest minimize, to the greatest extent possible, any claim in respect of Increased Costs, including, without limitation, by designating a different Lending Office, if such designation or other amountaction would avoid the need for, or reduce the amount of, any such claim; provided, provided that UBS AG, Stamford Branchthe foregoing shall not obligate the Liquidity Provider to take any action that would, in its capacity as Issuing Lenderreasonable judgment, cause the Liquidity Provider to take any action that is not materially consistent with its internal policies or is otherwise materially disadvantageous to the Liquidity Provider or that would cause the Liquidity Provider to incur any material loss or cost, unless the Borrower or Delta agrees to reimburse or indemnify the Liquidity Provider therefor. If no such designation or other action is effected, or, if effected, fails to avoid the need for any claim in respect of Increased Costs, Delta may arrange for a Replacement Liquidity Facility in accordance with Section 3.05(e) of the Intercreditor Agreement. Notwithstanding the foregoing provisions, in no event shall only exercise its rights the Borrower be required to make payments under this Section 2.04(a3.01: (a) in respect of any Regulatory Change proposed by any applicable governmental authority (including any branch of a legislature), central bank or comparable agency of the United States or the Liquidity Provider’s jurisdiction of organization and pending as of the date of this Agreement (it being agreed that the Consultative Document issued by the Basel Committee on Banking Supervision entitled “The New Basel Capital Accord,” dated January 2001, shall not be considered to have been proposed or pending as of the date of this Agreement); (b) if it exercises a claim hereunder in respect of an Increased Cost arises through circumstances peculiar to the Liquidity Provider and that do not affect similarly organized commercial banking institutions in the same jurisdiction generally that are in compliance with the law, rule, regulation or interpretation giving rise to the Regulatory Change relating to such rights Increased Cost; (c) if the Liquidity Provider shall fail to comply with its obligations under all this Section 3.01 or (d) if the Liquidity Provider is not also seeking payment for similar increased costs in other similar similarly situated transactions related to which it is a partythe airline industry.

Increased Costs. (a) In the event of (x) a Regulatory Change or (y) a judgment being rendered after the Closing Date which subjects or imposes any increase in the actual cost to the Lender of agreeing to make or making, funding or maintaining the Loan evidenced by the Notes, then, within twenty (20) days after delivery to the Borrower of an Officer’s Certificate of the Lender setting forth in reasonable detail the event giving rise to such increase in cost and the basis for the determination of the amount of such increase in cost, the Borrower shall pay to the Lender such amount as shall be necessary to reimburse the Lender for such increase in respect of any period which is no more than ninety (90) days prior to such demand; provided, however, that the Lender shall not be entitled to assert any claim under this Section 7.10(a) in respect of Taxes. Such Officer’s Certificate shall, in the absence of manifest error, be binding and conclusive on the Borrower. The Lender shall notify the Borrower as soon as possible of the occurrence of the event by reason of any change after which it is entitled to make a claim as described in this Section 7.10(a), but the Amendment Closing Date in applicable law, rule or regulation of any Swiss Governmental Authority with authority over Swiss banks or any U.S. Governmental Authority with authority over non-U.S. banks with U.S. banking business (each, an “Applicable Governmental Authority”) or in failure to give such notice shall not affect the interpretation thereof by any Applicable Governmental Authority charged with the administration, application or interpretation thereof, or by reason obligations of the adoption or enactment, as Borrower hereunder. In determining the amount of and following the Amendment Closing Date, of any requirement, request or directive (whether or not having the force of law) of any such Applicable Governmental Authority with respect to this Agreement that shall impose, modify or deem applicable any reserve, special deposit assessment or insurance fee or similar requirement against assets of, deposits with or for the account of, or credit extended by UBS AG, Stamford Branch, in its capacity as Issuing Lender, or shall subject UBS AG, Stamford Branch, in its capacity as Issuing Lender, or its Controlling Persons to any tax, levy, impost, charge, fee, duty, deduction or withholding of any kind whatsoever with respect to the Letter of Credit, this Agreement or any other Transaction Document, or change the basis of taxation of UBS AG, Stamford Branch, in its capacity as Issuing Lender, with respect to any amounts payable under this Agreement (in either case, except for Indemnified Taxes or Other Taxes indemnifiable under Section 2.05 and the imposition of, or any change in the rate of, any Excluded Tax compensation payable by the Issuing Lender); and if any of the above-mentioned measures, events or circumstances shall result in an increase in the cost to UBS AG, Stamford Branch, in its capacity as Issuing Lender, of making, issuing, maintaining, amending or funding the Letter of Credit, or taking any other action with respect to the Letter of Credit contemplated under this Agreement, or a reduction in the amount of principal or interest or Utilization Fees received or receivable by UBS AG, Stamford Branch, in its capacity as Issuing Lender, in respect thereof, the Borrower agrees to pay to UBS AG, Stamford Branch, in its capacity as Issuing Lender, an amount equal to such additional cost, reduction, other loss or damage or foregone interest or other amount; provided, that UBS AG, Stamford Branch, in its capacity as Issuing Lender, shall only exercise its rights under this Section 2.04(a) if it exercises 7.10(a), the Lender shall use reasonable efforts to minimize the compensation payable by the Borrower including using reasonable efforts to obtain refunds or credit and any compensation paid by the Borrower, which is later determined not to have been properly payable, shall forthwith be reimbursed by such rights under all other similar transactions holder to which it is a partythe Borrower.

Increased Costs. In the event that by reason Without duplication of any change after the Amendment Closing Date in applicable lawrights created by Section 3.03, rule or regulation if as a result of any Swiss Governmental Authority with authority over Swiss banks or Regulatory Change there shall be any U.S. Governmental Authority with authority over non-U.S. banks with U.S. banking business (each, increase by an “Applicable Governmental Authority”) or amount reasonably deemed by the Liquidity Provider to be material in the interpretation thereof by actual cost to the Liquidity Provider of making, funding or maintaining any Applicable Governmental Authority charged with the administration, application Advances or interpretation thereof, or by reason of the adoption or enactment, as of and following the Amendment Closing Date, of any requirement, request or directive (whether or not having the force of law) of its obligation to make any such Applicable Governmental Authority with respect Advances or there shall be any reduction by an amount reasonably deemed by the Liquidity Provider to this Agreement that shall impose, modify or deem applicable any reserve, special deposit assessment or insurance fee or similar requirement against assets of, deposits with or for be material in the account of, or credit extended amount receivable by UBS AG, Stamford Branch, in its capacity as Issuing Lender, or shall subject UBS AG, Stamford Branch, in its capacity as Issuing Lender, or its Controlling Persons to any tax, levy, impost, charge, fee, duty, deduction or withholding of any kind whatsoever with respect to the Letter of Credit, Liquidity Provider under this Agreement or any other Transaction Document, or change the basis of taxation of UBS AG, Stamford Branch, in its capacity as Issuing Lender, with respect to any amounts payable under this Intercreditor Agreement (in either case, except for Indemnified Taxes or Other Taxes indemnifiable under Section 2.05 and the imposition of, or any change in the rate of, any Excluded Tax payable by the Issuing Lender); and if any of the above-mentioned measures, events or circumstances shall result in an increase in the cost to UBS AG, Stamford Branch, in its capacity as Issuing Lender, of making, issuing, maintaining, amending or funding the Letter of Credit, or taking any other action with respect to the Letter of Credit contemplated under this Agreement, or a reduction in the amount of principal or interest or Utilization Fees received or receivable by UBS AG, Stamford Branch, in its capacity as Issuing Lender, in respect thereof, and in case of either such an increase or reduction, such event does not arise from the gross negligence or willful misconduct of the Liquidity Provider, from its breach of any of its representations, warranties, covenants or agreements contained herein or in the Intercreditor Agreement or from its failure to comply with any such Regulatory Change (any such increase or reduction being referred to herein as an “Increased Cost”), then, subject to Sections 2.07 and 2.09, the Borrower agrees shall from time to time pay to UBS AG, Stamford Branch, in its capacity as Issuing Lender, the Liquidity Provider an amount equal to such additional costIncreased Cost within 10 Business Days after delivery to the Borrower and American of a certificate of an officer of the Liquidity Provider describing in reasonable detail the event by reason of which it claims such Increased Cost and the basis for the determination of the amount of such Increased Cost; provided that the Borrower shall be obligated to pay amounts only with respect to any Increased Costs accruing from the date 120 days prior to the date of delivery of such certificate. Such certificate, reductionin the absence of manifest error, other loss shall be considered prima facie evidence of the amount of the Increased Costs for purposes of this Agreement; provided that any determinations and allocations by the Liquidity Provider of the effect of any Regulatory Change on the costs of maintaining the Advances or damage the obligation to make Advances are made on a reasonable basis. For the avoidance of doubt, the Liquidity Provider shall not be entitled to assert any claim under this Section 3.01 in respect of or foregone interest attributable to Excluded Taxes. The Liquidity Provider will notify the Borrower and American as promptly as practicable of any event occurring after the date of this Agreement that will entitle the Liquidity Provider to compensation under this Section 3.01. The Liquidity Provider agrees to investigate all commercially reasonable alternatives for reducing any Increased Costs and to use all commercially reasonable efforts to avoid or minimize, to the greatest extent possible, any claim in respect of Increased Costs, including, without limitation, by designating a different Lending Office, if such designation or other amountaction would avoid the need for, or reduce the amount of, any such claim; provided, provided that UBS AG, Stamford Branchthe foregoing shall not obligate the Liquidity Provider to take any action that would, in its capacity as Issuing Lenderreasonable judgment, cause the Liquidity Provider to take any action that is not materially consistent with its internal policies or is otherwise materially disadvantageous to the Liquidity Provider or that would cause the Liquidity Provider to incur any material loss or cost, unless the Borrower or American agrees to reimburse or indemnify the Liquidity Provider therefor. If no such designation or other action is effected, or, if effected, such notice fails to avoid the need for any claim in respect of Increased Costs, American may arrange for a Replacement Liquidity Facility in accordance with Section 3.05(e) of the Intercreditor Agreement. Revolving Credit Agreement (Class B) (American Airlines 2019-1 Aircraft EETC) Notwithstanding the foregoing provisions, in no event shall only exercise its rights the Borrower be required to make payments under this Section 2.04(a3.01: (a) in respect of any Regulatory Change proposed by any applicable governmental authority (including any branch of a legislature), central bank or comparable agency of the United States or the Liquidity Provider’s jurisdiction of organization or in which its Lending Office is located and pending as of the date of this Agreement (it being agreed that the Regulatory Changes contemplated by (i) all requests, rules, guidelines or directives promulgated or issued by the Basel Committee on Banking Supervision (or any successor or similar authority) including, but not limited to the Consultative Documents entitled “Strengthening the resilience of the banking sector” and “International framework for liquidity risk measurement, standards and monitoring,” each dated December 2009 or the United States regulatory authorities, in each case pursuant to Basel III and (ii) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith, shall not be considered to have been proposed or pending as of the date of this Agreement); (b) if it exercises a claim hereunder in respect of an Increased Cost arises through circumstances peculiar to the Liquidity Provider and that do not affect similarly organized commercial banking institutions in the same jurisdiction generally that are in compliance with the law, rule, regulation or interpretation giving rise to the Regulatory Change relating to such rights Increased Cost; (c) if the Liquidity Provider shall fail to comply with its obligations under all this Section 3.01 or (d) if the Liquidity Provider is not also seeking payment for similar increased costs in other similar similarly situated transactions related to which it is a partythe airline industry.

Increased Costs. In The Borrower shall pay to the event that Liquidity Provider from time to time such amounts as may be necessary to compensate the Liquidity Provider for any increased costs incurred by reason the Liquidity Provider which are attributable to its making or maintaining any LIBOR Advances hereunder or its obligation to make any such Advances hereunder, or any reduction in any amount receivable by the Liquidity Provider under this Agreement or the Intercreditor Agreement in respect of any such Advances or such obligation (such increases in costs and reductions in amounts receivable being herein called "ADDITIONAL Costs"), resulting from any change after the Amendment Closing Date date of this Agreement in applicable lawU.S. federal, rule or regulation of any Swiss Governmental Authority with authority over Swiss banks or any U.S. Governmental Authority with authority over non-U.S. banks with U.S. banking business (eachstate, an “Applicable Governmental Authority”) or in the interpretation thereof by any Applicable Governmental Authority charged with the administration, application or interpretation thereofmunicipal, or by reason foreign laws or regulations (including Regulation D of the Board of Governors of the Federal Reserve System), or the adoption or enactment, as making after the date of and following the Amendment Closing Date, this Agreement of any requirementinterpretations, request directives, or directive requirements applying to a class of banks including the Liquidity Provider under any U.S. federal, state, municipal, or any foreign laws or regulations (whether or not having the force of law) of by any such Applicable Governmental Authority court, central bank or monetary authority charged with respect to this Agreement that shall imposethe interpretation or administration thereof (a "REGULATORY CHANGE"), modify or deem applicable any reserve, special deposit assessment or insurance fee or similar requirement against assets of, deposits with or for the account of, or credit extended by UBS AG, Stamford Branch, in its capacity as Issuing Lender, or shall subject UBS AG, Stamford Branch, in its capacity as Issuing Lender, or its Controlling Persons to any tax, levy, impost, charge, fee, duty, deduction or withholding of any kind whatsoever with respect to the Letter of Credit, this Agreement or any other Transaction Document, or change which: (1) changes the basis of taxation of UBS AG, Stamford Branch, in its capacity as Issuing Lender, with respect to any amounts payable to the Liquidity Provider under this Agreement in respect of any such Advances (in either caseother than Excluded Taxes); or (2) imposes or modifies any reserve, except for Indemnified Taxes special deposit, compulsory loan or Other Taxes indemnifiable under Section 2.05 and the imposition similar requirements relating to any extensions of credit or other assets of, or any change deposits with other liabilities of, the Liquidity Provider (including any such Advances or any deposits referred to in the rate definition of LIBOR Rate or related definitions). The Liquidity Provider agrees to use reasonable efforts (consistent with applicable legal and regulatory restrictions) to change the jurisdiction of its Facility Office if making such change would avoid the need for, or reduce the amount of, any Excluded Tax amount payable by the Issuing Lender); and if any of the above-mentioned measures, events or circumstances shall result in an increase in the cost to UBS AG, Stamford Branch, in its capacity as Issuing Lender, of making, issuing, maintaining, amending or funding the Letter of Credit, or taking any other action with respect to the Letter of Credit contemplated under this Agreement, or a reduction in the amount of principal or interest or Utilization Fees received or receivable by UBS AG, Stamford Branch, in its capacity as Issuing Lender, in respect thereof, the Borrower agrees to pay to UBS AG, Stamford Branch, in its capacity as Issuing Lender, an amount equal to such additional cost, reduction, other loss or damage or foregone interest or other amount; provided, that UBS AG, Stamford Branch, in its capacity as Issuing Lender, shall only exercise its rights under this Section 2.04(athat may thereafter accrue and would not, in the reasonable judgment of the Liquidity Provider, be otherwise disadvantageous to the Liquidity Provider. The Liquidity Provider will notify the Borrower of any event occurring after the date of this Agreement that will entitle the Liquidity Provider to compensation pursuant to this Section 3.01 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, which notice shall describe in reasonable detail the calculation of the amounts owed under this Section. Determinations by the Liquidity Provider for purposes of this Section 3.01 of the effect of any Regulatory Change on its costs of making or maintaining Advances or on amounts receivable by it in respect of Advances, and of the additional amounts required to compensate the Liquidity Provider in respect of any Additional Costs, shall be prima facie evidence of the amount owed under this Section. Notwithstanding the preceding two paragraphs, the Liquidity Provider and the Subordination Agent agree that the initial Liquidity Provider (i.e., Xxxxxx Xxxxxxx Capital Services, Inc.) if it exercises such rights under all other similar transactions shall not be entitled to the benefits of the preceding two paragraphs, PROVIDED, however, any permitted assignee or participant of the initial Liquidity Provider which it is a partybank organized under the laws of the United States or any State thereof shall be entitled to the benefits of the preceding two paragraphs (subject, in the case of any permitted participant, to the limitation set forth in Section 7.08 hereof).

Increased Costs. In the event that by reason of at any change time after the Amendment Closing Date in applicable date of this Agreement any law, rule or regulation of any Swiss Governmental Authority with authority over Swiss banks regarding capital adequacy, or any U.S. Governmental Authority with authority over non-U.S. banks with U.S. banking business (each, an “Applicable Governmental Authority”) change therein or in the interpretation or application thereof or compliance by any Applicable Governmental Authority charged Bank (including Agent) with the administration, application or interpretation thereof, or by reason of the adoption or enactment, as of and following the Amendment Closing Date, of any requirement, request or directive regarding capital adequacy (whether or not having the force of law) from any central bank or other Governmental Authority, agency or instrumentality, does or shall have, in the opinion of such Bank, the effect of reducing the rate of return on the capital of such Bank or any corporation controlling such Applicable Governmental Authority Bank as a consequence of such Bank's obligations hereunder to a level below that which such Bank or any corporation controlling such Bank could have achieved but for its adoption, change or compliance (taking into account such Bank's or such corporation's policies, as the case may be, with respect to this Agreement that capital adequacy) by an amount deemed by such Bank to be material, then, from time to time, after submission by such Bank to Borrower of a written request therefor, Borrower shall imposepay to such Bank additional amount or amounts as will compensate such Bank or such corporation, modify or deem applicable any reserveas the case may be, special deposit assessment or insurance fee or similar requirement against assets of, deposits with or for such reduction. Such Bank's written request to Borrower for compensation shall set forth in reasonable detail the account of, or credit extended by UBS AG, Stamford Branch, in its capacity as Issuing Lender, or shall subject UBS AG, Stamford Branch, in its capacity as Issuing Lender, or its Controlling Persons to any tax, levy, impost, charge, fee, duty, deduction or withholding computation of any kind whatsoever additional amounts payable to such Bank by Borrower, and such request and computation shall be conclusive in the absence of manifest error. This provision shall remain in full force and effect, with respect to the Letter Revolving Credit Loans until the later of Credit, (a) the termination of this Agreement or (b) the payment in full of all Notes (provided that before accepting final payment on the Notes, Bank shall calculate any other Transaction Documentamounts due in accordance with this subsection 2.9 and give notice to Borrower of such amounts as stated herein, or change the basis of taxation of UBS AG, Stamford Branch, and Borrower shall include such amounts in its capacity as Issuing Lenderfinal payment). This provision shall survive the termination of all Standby L/Cs and, with respect to any amounts payable under this Agreement (Standby L/Cs, shall remain in either case, except for Indemnified Taxes full force and effect until there is no existing or Other Taxes indemnifiable under Section 2.05 and the imposition of, future obligation of Agent or any change in the rate of, L/C Participant under any Excluded Tax payable Standby L/C. The provisions of this subsection 2.9 shall be supplemented by the Issuing Lender); and if any provisions of the above-mentioned measures, events or circumstances shall result in an increase in the cost to UBS AG, Stamford Branch, in its capacity as Issuing Lender, of making, issuing, maintaining, amending or funding the Letter of Credit, or taking any other action with respect to the Letter of Credit contemplated under this Agreement, or a reduction in the amount of principal or interest or Utilization Fees received or receivable by UBS AG, Stamford Branch, in its capacity as Issuing Lender, in respect thereof, the Borrower agrees to pay to UBS AG, Stamford Branch, in its capacity as Issuing Lender, an amount equal to such additional cost, reduction, other loss or damage or foregone interest or other amount; provided, that UBS AG, Stamford Branch, in its capacity as Issuing Lender, shall only exercise its rights under this Section 2.04(a) if it exercises such rights under all other similar transactions to which it is a party3 hereof.

Increased Costs. In The Borrower shall pay to the event that Liquidity Provider from time to time such amounts as may be necessary to compensate the Liquidity Provider for any increased costs incurred by reason the Liquidity Provider which are attributable to its making or maintaining any LIBOR Advances hereunder or its obligation to make any such Advances hereunder, or any reduction in any amount receivable by the Liquidity Provider under this Agreement or the Intercreditor Agreement in respect of any such Advances or such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any change after the Amendment Closing Date date of this Agreement in applicable lawU.S. federal, rule or regulation of any Swiss Governmental Authority with authority over Swiss banks or any U.S. Governmental Authority with authority over non-U.S. banks with U.S. banking business (eachstate, an “Applicable Governmental Authority”) or in the interpretation thereof by any Applicable Governmental Authority charged with the administration, application or interpretation thereofmunicipal, or by reason foreign laws or regulations (including Regulation D of the Board of Governors of the Federal Reserve System), or the adoption or enactment, as making after the date of and following the Amendment Closing Date, this Agreement of any requirementinterpretations, request directives, or directive requirements applying to a class of banks including the Liquidity Provider under any U.S. federal, state, municipal, or any foreign laws or regulations (whether or not having the force of law) of by any such Applicable Governmental Authority court, central bank or monetary authority charged with respect to this Agreement that shall imposethe interpretation or administration thereof (a "Regulatory Change"), modify or deem applicable any reserve, special deposit assessment or insurance fee or similar requirement against assets of, deposits with or for the account of, or credit extended by UBS AG, Stamford Branch, in its capacity as Issuing Lender, or shall subject UBS AG, Stamford Branch, in its capacity as Issuing Lender, or its Controlling Persons to any tax, levy, impost, charge, fee, duty, deduction or withholding of any kind whatsoever with respect to the Letter of Credit, this Agreement or any other Transaction Document, or change which: (1) changes the basis of taxation of UBS AG, Stamford Branch, in its capacity as Issuing Lender, with respect to any amounts payable to the Liquidity Provider under this Agreement in respect of any such Advances (in either caseother than Excluded Taxes); or (2) imposes or modifies any reserve, except for Indemnified Taxes special deposit, compulsory loan or Other Taxes indemnifiable under Section 2.05 and the imposition similar requirements relating to any extensions of credit or other assets of, or any change deposits with other liabilities of, the Liquidity Provider (including any such Advances or any deposits referred to in the rate definition of LIBOR Rate or related definitions). The Liquidity Provider agrees to use reasonable efforts (consistent with applicable legal and regulatory restrictions) to change the jurisdiction of its Facility Office if making such change would avoid the need for, or reduce the amount of, any Excluded Tax amount payable under this Section that may thereafter accrue and would not, in the reasonable judgment of the Liquidity Provider, be otherwise disadvantageous to the Liquidity Provider. The Liquidity Provider will notify the Borrower of any event occurring after the date of this Agreement that will entitle the Liquidity Provider to compensation pursuant to this Section 3.01 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, which notice shall describe in reasonable detail the calculation of the amounts owed under this Section. Determinations by the Issuing Lender); and if any Liquidity Provider for purposes of this Section 3.01 of the above-mentioned measureseffect of any Regulatory Change on its costs of making or maintaining Advances or on amounts receivable by it in respect of Advances, events or circumstances and of the additional amounts required to compensate the Liquidity Provider in respect of any Additional Costs, shall result in an increase in be prima facie evidence of the cost to UBS AGamount owed under this Section. Notwithstanding the preceding two paragraphs, Stamford Branchthe Liquidity Provider and the Subordination Agent agree that the initial Liquidity Provider (i.e., in its capacity as Issuing Lender, of making, issuing, maintaining, amending or funding the Letter of Credit, or taking any other action with respect Xxxxxx Xxxxxxx Capital Services Inc.) shall not be entitled to the Letter benefits of Credit contemplated under this Agreement, or a reduction in the amount of principal or interest or Utilization Fees received or receivable by UBS AG, Stamford Branch, in its capacity as Issuing Lender, in respect thereof, the Borrower agrees to pay to UBS AG, Stamford Branch, in its capacity as Issuing Lender, an amount equal to such additional cost, reduction, other loss or damage or foregone interest or other amountpreceding two paragraphs; provided, that UBS AGhowever, Stamford Branchany permitted assignee or participant of the initial Liquidity Provider which is a bank organized under the laws of the United States or any State thereof shall be entitled to the benefits of the preceding two paragraphs (subject, in its capacity as Issuing Lenderthe case of any permitted participant, shall only exercise its rights under this to the limitations set forth in Section 2.04(a) if it exercises such rights under all other similar transactions to which it is a party7.08 hereof).

Increased Costs. (a) In the event of (x) a Regulatory Change or (y) a judgment being rendered after the Closing Date which subjects or imposes any increase in the actual cost to the Lender of agreeing to make or making, funding or maintaining the Loan evidenced by the Notes, then, within twenty (20) days after delivery to the Borrower of an Officer’s Certificate of the Lender setting forth in reasonable detail the event giving rise to such increase in cost and the basis for the determination of the amount of such increase in cost, the Borrower shall pay to the Lender such amount as shall be necessary to reimburse the Lender for such increase in respect of any period which is no more than ninety (90) days prior to such demand; provided, however, that the Lender shall not be entitled to assert any claim under this Section 7.10(a) in respect of Taxes. Such Officer’s Certificate shall, in the absence of manifest error, be binding and conclusive on the Borrower. The Lender shall notify the Borrower as soon as possible of the occurrence of the event by reason of any change after which it is entitled to make a claim as described in this Section 7.10(a), but the Amendment Closing Date in applicable law, rule or regulation of any Swiss Governmental Authority with authority over Swiss banks or any U.S. Governmental Authority with authority over non-U.S. banks with U.S. banking business (each, an “Applicable Governmental Authority”) or in failure to give such notice shall not affect the interpretation thereof by any Applicable Governmental Authority charged with the administration, application or interpretation thereof, or by reason obligations of the adoption or enactment, as Borrower hereunder. In determining the amount of and following the Amendment Closing Date, of any requirement, request or directive (whether or not having the force of law) of any such Applicable Governmental Authority with respect to this Agreement that shall impose, modify or deem applicable any reserve, special deposit assessment or insurance fee or similar requirement against assets of, deposits with or for the account of, or credit extended by UBS AG, Stamford Branch, in its capacity as Issuing Lender, or shall subject UBS AG, Stamford Branch, in its capacity as Issuing Lender, or its Controlling Persons to any tax, levy, impost, charge, fee, duty, deduction or withholding of any kind whatsoever with respect to the Letter of Credit, this Agreement or any other Transaction Document, or change the basis of taxation of UBS AG, Stamford Branch, in its capacity as Issuing Lender, with respect to any amounts payable under this Agreement (in either case, except for Indemnified Taxes or Other Taxes indemnifiable under Section 2.05 and the imposition of, or any change in the rate of, any Excluded Tax compensation payable by the Issuing Lender); and if any of the above-mentioned measures, events or circumstances shall result in an increase in the cost to UBS AG, Stamford Branch, in its capacity as Issuing Lender, of making, issuing, maintaining, amending or funding the Letter of Credit, or taking any other action with respect to the Letter of Credit contemplated under this Agreement, or a reduction in the amount of principal or interest or Utilization Fees received or receivable by UBS AG, Stamford Branch, in its capacity as Issuing Lender, in respect thereof, the Borrower agrees to pay to UBS AG, Stamford Branch, in its capacity as Issuing Lender, an amount equal to such additional cost, reduction, other loss or damage or foregone interest or other amount; provided, that UBS AG, Stamford Branch, in its capacity as Issuing Lender, shall only exercise its rights under this Section 2.04(a) if it exercises 7.10(a), the Lender shall use reasonable efforts to take actions that are not materially adverse to the Lender to minimize the compensation payable by the Borrower including using reasonable efforts to obtain refunds or credit and any compensation paid by the Borrower, which is later determined not to have been properly payable, shall forthwith be reimbursed by such rights under all other similar transactions holder to which it is a partythe Borrower.

Increased Costs. In (a) If any Purchaser Agent, any Purchaser, the event Agent, the Insurer, any Liquidity Bank, any other Program Support Provider or any of their respective Affiliates (each an "AFFECTED PERSON") determines that by reason the existence of or compliance with (i) any law or regulation or any change after the Amendment Closing Date in applicable law, rule or regulation of any Swiss Governmental Authority with authority over Swiss banks or any U.S. Governmental Authority with authority over non-U.S. banks with U.S. banking business (each, an “Applicable Governmental Authority”) therein or in the interpretation thereof by any Applicable Governmental Authority charged with the administration, or application or interpretation thereof, in each case adopted, issued or by reason of occurring after the adoption date hereof or enactment(ii) any request, as of and following the Amendment Closing Date, of any requirement, request guideline or directive from any central bank or other Official Body (whether or not having the force of law) issued, occurring or first applied after the date of this Agreement affects or would affect the amount of capital required or expected to be maintained by such Affected Person and such Affected Person determines that the amount of such capital is increased by or based upon the existence of any such Applicable Governmental Authority with respect commitment to this Agreement that shall impose, modify make purchases of or deem applicable any reserve, special deposit assessment or insurance fee or similar requirement against assets of, deposits with or for otherwise to maintain the account of, or credit extended by UBS AG, Stamford Branch, investment in its capacity as Issuing Lender, or shall subject UBS AG, Stamford Branch, in its capacity as Issuing Lender, or its Controlling Persons Pool Receivables related to any tax, levy, impost, charge, fee, duty, deduction or withholding of any kind whatsoever with respect to the Letter of Credit, this Agreement or any related liquidity facility or credit enhancement facility and other Transaction Documentcommitments of the same type, or change then, upon written demand by such Affected Person (with a copy to the basis of taxation of UBS AGInsurer, Stamford Branch, in its capacity as Issuing Lender, with respect to any amounts payable under this Agreement (in either case, except for Indemnified Taxes or Other Taxes indemnifiable under Section 2.05 the Agent and the imposition ofapplicable Purchaser Agent (if any)), or any change the Seller shall immediately pay to the Agent, for the account of such Affected Person, from time to time as specified by such Affected Person, additional amounts sufficient to compensate such Affected Person in the rate oflight of such circumstances, to the extent that such Affected Person reasonably determines such increase in capital to be allocable to the existence of any Excluded Tax payable of such commitments or maintenance of its investment in the Pool Receivables; PROVIDED that within 30 days of an Affected Person's knowledge of any such circumstance such Affected Person shall notify the Seller in writing of the same and whether such Affected Person will request that the Seller indemnify it for such circumstance. A certificate as to such amounts submitted to the Insurer, the Seller, the Agent and the applicable Purchaser Agent (if any) by such Affected Person shall be conclusive and binding for all purposes, absent manifest error. For the avoidance of doubt, the first application of Accounting Research Bulletin No. 51 by the Issuing LenderFinancial Accounting Standards Board ("FASB") (including, without limitation, FASB Interpretation No. 46R); and if any of the above-mentioned measures, events or circumstances shall result in an increase in the cost to UBS AG, Stamford Branch, in its capacity as Issuing Lender, of making, issuing, maintaining, amending or funding the Letter of Credit, or taking any other action with respect to the Letter of Credit contemplated under this Agreement, or a reduction in the amount of principal or interest or Utilization Fees received or receivable by UBS AG, Stamford Branch, in its capacity as Issuing Lender, in respect thereof, the Borrower agrees to pay to UBS AG, Stamford Branch, in its capacity as Issuing Lender, an amount equal to such additional cost, reduction, other loss or damage or foregone interest or other amount; provided, that UBS AG, Stamford Branch, in its capacity as Issuing Lender, shall only exercise its rights under constitute an adoption, change, request or directive subject to this Section 2.04(a) if it exercises such rights under all other similar transactions to which it is a partySECTION 1.8(a).

Increased Costs. In the event that by reason Without duplication of any change after the Amendment Closing Date in applicable lawrights created by Section 3.03, rule or regulation if as a result of any Swiss Governmental Authority with authority over Swiss banks or Regulatory Change there shall be any U.S. Governmental Authority with authority over non-U.S. banks with U.S. banking business (each, increase by an “Applicable Governmental Authority”) or amount reasonably deemed by the Liquidity Provider to be material in the interpretation thereof by actual cost to the Liquidity Provider of making, funding or maintaining any Applicable Governmental Authority charged with the administration, application Advances or interpretation thereof, or by reason of the adoption or enactment, as of and following the Amendment Closing Date, of any requirement, request or directive (whether or not having the force of law) of its obligation to make any such Applicable Governmental Authority with respect Advances or there shall be any reduction by an amount reasonably deemed by the Liquidity Provider to this Agreement that shall impose, modify or deem applicable any reserve, special deposit assessment or insurance fee or similar requirement against assets of, deposits with or for be material in the account of, or credit extended amount receivable by UBS AG, Stamford Branch, in its capacity as Issuing Lender, or shall subject UBS AG, Stamford Branch, in its capacity as Issuing Lender, or its Controlling Persons to any tax, levy, impost, charge, fee, duty, deduction or withholding of any kind whatsoever with respect to the Letter of Credit, Liquidity Provider under this Agreement or any other Transaction Document, or change the basis of taxation of UBS AG, Stamford Branch, in its capacity as Issuing Lender, with respect to any amounts payable under this Intercreditor Agreement (in either case, except for Indemnified Taxes or Other Taxes indemnifiable under Section 2.05 and the imposition of, or any change in the rate of, any Excluded Tax payable by the Issuing Lender); and if any of the above-mentioned measures, events or circumstances shall result in an increase in the cost to UBS AG, Stamford Branch, in its capacity as Issuing Lender, of making, issuing, maintaining, amending or funding the Letter of Credit, or taking any other action with respect to the Letter of Credit contemplated under this Agreement, or a reduction in the amount of principal or interest or Utilization Fees received or receivable by UBS AG, Stamford Branch, in its capacity as Issuing Lender, in respect thereof, and in case of either such an increase or reduction, such event does not arise from the gross negligence or willful misconduct of the Liquidity Provider, from its breach of any of its representations, warranties, covenants or agreements contained herein or in the Intercreditor Agreement or from its failure to comply with any such Regulatory Change (any such increase or reduction being referred to herein as an “Increased Cost”), then, subject to Sections 2.07 and 2.09, the Borrower agrees shall from time to time pay to UBS AG, Stamford Branch, in its capacity as Issuing Lender, the Liquidity Provider an amount equal to such additional costIncreased Cost within 10 Business Days after delivery to the Borrower and the Airlines of a certificate of an officer of the Liquidity Provider describing in reasonable detail the event by reason of which it claims such Increased Cost and the basis for the determination of the amount of such Increased Cost; provided that the Borrower shall be obligated to pay amounts only with respect to any Increased Costs accruing from the date 120 days prior to the date of delivery of such certificate. Such certificate, reductionin the absence of manifest error, other loss shall be considered prima facie evidence of the amount of the Increased Costs for purposes of this Agreement; provided that any determinations and allocations by the Liquidity Provider of the effect of any Regulatory Change on the costs of maintaining the Advances or damage the obligation to make Advances are made on a reasonable basis. For the avoidance of doubt, the Liquidity Provider shall not be entitled to assert any claim under this Section 3.01 in respect of or foregone interest attributable to Excluded Taxes. The Liquidity Provider will notify the Borrower and the Airlines as promptly as practicable of any event occurring after the date of this Agreement that will entitle the Liquidity Provider to compensation under this Section 3.01. The Liquidity Provider agrees to investigate all commercially reasonable alternatives for reducing any Increased Costs and to use all commercially reasonable efforts to avoid or minimize, to the greatest extent possible, any claim in respect of Increased Costs, including, without limitation, by designating a different Lending Office, if such designation or other amountaction would avoid the need for, or reduce the amount of, any such claim; provided, provided that UBS AG, Stamford Branchthe foregoing shall not obligate the Liquidity Provider to take any action that would, in its capacity as Issuing Lenderreasonable judgment, cause the Liquidity Provider to take any action that is not materially consistent with its internal policies or is otherwise materially disadvantageous to the Liquidity Provider or that would cause the Liquidity Provider to incur any material loss or cost, unless the Borrower or the Airlines agree to reimburse or indemnify the Liquidity Provider therefor. If no such designation or other action is effected, or, if effected, such notice fails to avoid the need for any claim in respect of Increased Costs, the Airlines may arrange for a Replacement Liquidity Facility in accordance with Section 3.05(e) of the Intercreditor Agreement. Notwithstanding the foregoing provisions, in no event shall only exercise its rights the Borrower be required to make payments under this Section 2.04(a3.01: (a) in respect of any Regulatory Change proposed by any applicable governmental authority (including any branch of a legislature), central bank or comparable agency of the United States or the Liquidity Provider’s jurisdiction of organization or in which its Lending Office is located and pending as of the date of this Agreement (it being agreed that the Regulatory Changes contemplated by (i) the frameworks published by the Basel Committee on Banking Supervision entitled “Basel III: A global regulatory framework for more resilient banks and banking systems” dated December 2010 (revised June 2011) and “Basel III: The Liquidity Coverage Ratio and liquidity risk monitoring tools,” dated January 2013 and (ii) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith, shall not be considered to have been proposed or pending as of the date of this Agreement); (b) if it exercises a claim hereunder in respect of an Increased Cost arises through circumstances peculiar to the Liquidity Provider and that do not affect similarly organized commercial banking institutions in the same jurisdiction generally that are in compliance with the law, rule, regulation or interpretation giving rise to the Regulatory Change relating to such rights Increased Cost; (c) if the Liquidity Provider shall fail to comply with its obligations under all this Section 3.01 or (d) if the Liquidity Provider is not also seeking payment for similar increased costs in other similar similarly situated transactions related to which it is a partythe airline industry.

Increased Costs. In the event that by reason Without duplication of any change after the Amendment Closing Date in applicable lawrights created by Section 3.03, rule or regulation if as a result of any Swiss Governmental Authority with authority over Swiss banks or Regulatory Change there shall be any U.S. Governmental Authority with authority over non-U.S. banks with U.S. banking business (each, increase by an “Applicable Governmental Authority”) or amount reasonably deemed by the Liquidity Provider to be material in the interpretation thereof by actual cost to the Liquidity Provider of making, funding or maintaining any Applicable Governmental Authority charged with the administration, application Advances or interpretation thereof, or by reason of the adoption or enactment, as of and following the Amendment Closing Date, of any requirement, request or directive (whether or not having the force of law) of its obligation to make any such Applicable Governmental Authority with respect Advances or there shall be any reduction by an amount reasonably deemed by the Liquidity Provider to this Agreement that shall impose, modify or deem applicable any reserve, special deposit assessment or insurance fee or similar requirement against assets of, deposits with or for be material in the account of, or credit extended amount receivable by UBS AG, Stamford Branch, in its capacity as Issuing Lender, or shall subject UBS AG, Stamford Branch, in its capacity as Issuing Lender, or its Controlling Persons to any tax, levy, impost, charge, fee, duty, deduction or withholding of any kind whatsoever with respect to the Letter of Credit, Liquidity Provider under this Agreement or any other Transaction Document, or change the basis of taxation of UBS AG, Stamford Branch, in its capacity as Issuing Lender, with respect to any amounts payable under this Intercreditor Agreement (in either case, except for Indemnified Taxes or Other Taxes indemnifiable under Section 2.05 and the imposition of, or any change in the rate of, any Excluded Tax payable by the Issuing Lender); and if any of the above-mentioned measures, events or circumstances shall result in an increase in the cost to UBS AG, Stamford Branch, in its capacity as Issuing Lender, of making, issuing, maintaining, amending or funding the Letter of Credit, or taking any other action with respect to the Letter of Credit contemplated under this Agreement, or a reduction in the amount of principal or interest or Utilization Fees received or receivable by UBS AG, Stamford Branch, in its capacity as Issuing Lender, in respect thereof, and in case of either such an increase or reduction, such event does not arise from the gross negligence or willful misconduct of the Liquidity Provider, from its breach of any of its representations, warranties, covenants or agreements contained herein or in the Intercreditor Agreement or from its failure to comply with any such Regulatory Change (any such increase or reduction being referred to herein as an “Increased Cost”), then, subject to Sections 2.07 and 2.09, the Borrower agrees shall from time to time pay to UBS AG, Stamford Branch, in its capacity as Issuing Lender, the Liquidity Provider an amount equal to such additional costIncreased Cost within 10 Business Days after delivery to the Borrower and American of a certificate of an officer of the Liquidity Provider describing in reasonable detail the event by reason of which it claims such Increased Cost and the basis for the determination of the amount of such Increased Cost; provided that the Borrower shall be obligated to pay amounts only with respect to any Increased Costs accruing from the date 120 days prior to the date of delivery of such certificate. Such certificate, reductionin the absence of manifest error, other loss shall be considered prima facie evidence of the amount of the Increased Costs for purposes of this Agreement; provided that any determinations and allocations by the Liquidity Provider of the effect of any Regulatory Change on the costs of maintaining the Advances or damage the obligation to make Advances are made on a reasonable basis. For the avoidance of doubt, the Liquidity Provider shall not be entitled to assert any claim under this Section 3.01 in respect of or foregone interest attributable to Excluded Taxes. The Liquidity Provider will notify the Borrower and American as promptly as practicable of any event occurring after the date of this Agreement that will entitle the Liquidity Provider to compensation under this Section 3.01. The Liquidity Provider agrees to investigate all commercially reasonable alternatives for reducing any Increased Costs and to use all commercially reasonable efforts to avoid or minimize, to the greatest extent possible, any claim in respect of Increased Costs, including, without limitation, by designating a different Lending Office, if such designation or other amountaction would avoid the need for, or reduce the amount of, any such claim; provided, provided that UBS AG, Stamford Branchthe foregoing shall not obligate the Liquidity Provider to take any action that would, in its capacity as Issuing Lenderreasonable judgment, cause the Liquidity Provider to take any action that is not materially consistent with its internal policies or is otherwise materially disadvantageous to the Liquidity Provider or that would cause the Liquidity Provider to incur any material loss or cost, unless the Borrower or American agrees to reimburse or indemnify the Liquidity Provider therefor. If no such designation or other action is effected, or, if effected, such notice fails to avoid the need for any claim in respect of Increased Costs, American may arrange for a Replacement Liquidity Facility in accordance with Section 3.05(e) of the Intercreditor Agreement. Revolving Credit Agreement (Class A) (American Airlines 2019-1 Aircraft EETC) Notwithstanding the foregoing provisions, in no event shall only exercise its rights the Borrower be required to make payments under this Section 2.04(a3.01: (a) in respect of any Regulatory Change proposed by any applicable governmental authority (including any branch of a legislature), central bank or comparable agency of the United States or the Liquidity Provider’s jurisdiction of organization or in which its Lending Office is located and pending as of the date of this Agreement (it being agreed that the Regulatory Changes contemplated by (i) all requests, rules, guidelines or directives promulgated or issued by the Basel Committee on Banking Supervision (or any successor or similar authority) including, but not limited to the Consultative Documents entitled “Strengthening the resilience of the banking sector” and “International framework for liquidity risk measurement, standards and monitoring,” each dated December 2009 or the United States regulatory authorities, in each case pursuant to Basel III and (ii) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith, shall not be considered to have been proposed or pending as of the date of this Agreement); (b) if it exercises a claim hereunder in respect of an Increased Cost arises through circumstances peculiar to the Liquidity Provider and that do not affect similarly organized commercial banking institutions in the same jurisdiction generally that are in compliance with the law, rule, regulation or interpretation giving rise to the Regulatory Change relating to such rights Increased Cost; (c) if the Liquidity Provider shall fail to comply with its obligations under all this Section 3.01 or (d) if the Liquidity Provider is not also seeking payment for similar increased costs in other similar similarly situated transactions related to which it is a partythe airline industry.

Increased Costs. In The Borrower shall pay to the event that Liquidity Provider from time to time such amounts as may be necessary to compensate the Liquidity Provider for any increased costs incurred by reason the Liquidity Provider which are attributable to its making or maintaining any LIBOR Advances hereunder or its obligation to make any such Advances hereunder, or any reduction in any amount receivable by the Liquidity Provider under this Agreement or the Intercreditor Agreement in respect of any such Advances or such obligation (such increases in costs and reductions in amounts receivable being herein called "ADDITIONAL COSTS"), resulting from any change after the Amendment Closing Date date of this Agreement in applicable lawU.S. federal, rule or regulation of any Swiss Governmental Authority with authority over Swiss banks or any U.S. Governmental Authority with authority over non-U.S. banks with U.S. banking business (eachstate, an “Applicable Governmental Authority”) or in the interpretation thereof by any Applicable Governmental Authority charged with the administration, application or interpretation thereofmunicipal, or by reason foreign laws or regulations (including Regulation D of the Board of Governors of the Federal Reserve System), or the adoption or enactment, as making after the date of and following the Amendment Closing Date, this Agreement of any requirementinterpretations, request directives, or directive requirements applying to a class of banks including the Liquidity Provider under any U.S. federal, state, municipal, or any foreign laws or regulations (whether or not having the force of law) of by any such Applicable Governmental Authority court, central bank or monetary authority charged with respect to this Agreement that shall imposethe interpretation or administration thereof (a "REGULATORY CHANGE"), modify or deem applicable any reserve, special deposit assessment or insurance fee or similar requirement against assets of, deposits with or for the account of, or credit extended by UBS AG, Stamford Branch, in its capacity as Issuing Lender, or shall subject UBS AG, Stamford Branch, in its capacity as Issuing Lender, or its Controlling Persons to any tax, levy, impost, charge, fee, duty, deduction or withholding of any kind whatsoever with respect to the Letter of Credit, this Agreement or any other Transaction Document, or change which: (1) changes the basis of taxation of UBS AG, Stamford Branch, in its capacity as Issuing Lender, with respect to any amounts payable to the Liquidity Provider under this Agreement in respect of any such Advances (in either caseother than Excluded Taxes); or (2) imposes or modifies any reserve, except for Indemnified Taxes special deposit, compulsory loan or Other Taxes indemnifiable under Section 2.05 and the imposition similar requirements relating to any extensions of credit or other assets of, or any change deposits with other liabilities of, the Liquidity Provider (including any such Advances or any deposits referred to in the rate definition of LIBOR Rate or related definitions). The Liquidity Provider agrees to use reasonable efforts (consistent with applicable legal and regulatory restrictions) to change the jurisdiction of its Facility Office if making such change would avoid the need for, or reduce the amount of, any Excluded Tax amount payable by the Issuing Lender); and if any of the above-mentioned measures, events or circumstances shall result in an increase in the cost to UBS AG, Stamford Branch, in its capacity as Issuing Lender, of making, issuing, maintaining, amending or funding the Letter of Credit, or taking any other action with respect to the Letter of Credit contemplated under this Agreement, or a reduction in the amount of principal or interest or Utilization Fees received or receivable by UBS AG, Stamford Branch, in its capacity as Issuing Lender, in respect thereof, the Borrower agrees to pay to UBS AG, Stamford Branch, in its capacity as Issuing Lender, an amount equal to such additional cost, reduction, other loss or damage or foregone interest or other amount; provided, that UBS AG, Stamford Branch, in its capacity as Issuing Lender, shall only exercise its rights under this Section 2.04(athat may thereafter accrue and would not, in the reasonable judgment of the Liquidity Provider, be otherwise disadvantageous to the Liquidity Provider. The Liquidity Provider will notify the Borrower of any event occurring after the date of this Agreement that will entitle the Liquidity Provider to compensation pursuant to this Section 3.01 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, which notice shall describe in reasonable detail the calculation of the amounts owed under this Section. Determinations by the Liquidity Provider for purposes of this Section 3.01 of the effect of any Regulatory Change on its costs of making or maintaining Advances or on amounts receivable by it in respect of Advances, and of the additional amounts required to compensate the Liquidity Provider in respect of any Additional Costs, shall be prima facie evidence of the amount owed under this Section. Notwithstanding the preceding two paragraphs, the Liquidity Provider and the Subordination Agent agree that the initial Liquidity Provider (i.e., Xxxxxx Xxxxxxx Capital Services Inc.) if it exercises such rights under all other similar transactions shall not be entitled to the benefits of the preceding two paragraphs; PROVIDED, HOWEVER, any permitted assignee or participant of the initial Liquidity Provider which it is a partybank organized under the laws of the United States or any State thereof shall be entitled to the benefits of the preceding two paragraphs (subject, in the case of any permitted participant, to the limitation set forth in Section 7.08 hereof).

Increased Costs. In Subject to the Fee Letter, the Borrower shall pay to the Liquidity Provider, upon demand by the Liquidity Provider (such demand to be made not later than 180 days after a Responsible Officer of the Liquidity Provider obtains actual knowledge of any event that referred to in clause (1) or (2) below), such amounts as may be necessary to compensate the Liquidity Provider for any increased costs incurred by reason the Liquidity Provider which are attributable to its making or maintaining any LIBOR Advances hereunder or its obligation to make any such Advances hereunder, or any reduction in any amount receivable by the Liquidity Provider under this Agreement or the Intercreditor Agreement in respect of any such Advances or such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any change after the Amendment Closing Date date of this Agreement in applicable lawU.S. federal, rule or regulation of any Swiss Governmental Authority with authority over Swiss banks or any U.S. Governmental Authority with authority over non-U.S. banks with U.S. banking business (eachstate, an “Applicable Governmental Authority”) or in the interpretation thereof by any Applicable Governmental Authority charged with the administration, application or interpretation thereofmunicipal, or by reason of foreign laws or regulations (including Regulation D), or the adoption or enactment, as making after the date of and following the Amendment Closing Date, this Agreement of any requirementinterpretations, request directives, or directive requirements applying to a class of banks including the Liquidity Provider under any U.S. federal, state, municipal, or any foreign laws or regulations (whether or not having the force of law) of by any such Applicable Governmental Authority court, central bank or monetary authority charged with respect to this Agreement that shall imposethe interpretation or administration thereof (a "Regulatory Change"), modify or deem applicable any reserve, special deposit assessment or insurance fee or similar requirement against assets of, deposits with or for the account of, or credit extended by UBS AG, Stamford Branch, in its capacity as Issuing Lender, or shall subject UBS AG, Stamford Branch, in its capacity as Issuing Lender, or its Controlling Persons to any tax, levy, impost, charge, fee, duty, deduction or withholding of any kind whatsoever with respect to the Letter of Credit, this Agreement or any other Transaction Document, or change which: (1) changes the basis of taxation of UBS AG, Stamford Branch, in its capacity as Issuing Lender, with respect to any amounts payable to the Liquidity Provider under this Agreement in respect of any such Advances (in either caseother than Excluded Taxes); or (2) imposes or modifies any reserve, except for Indemnified Taxes special deposit, compulsory loan or Other Taxes indemnifiable under Section 2.05 and the imposition similar requirements relating to any extensions of credit or other assets of, or any change deposits with other liabilities of, the Liquidity Provider (including any such Advances or any deposits referred to in the rate definition of LIBOR Rate or related definitions); provided that if such demand for payment is made after such 180-day period, the Borrower shall be obligated to pay such amounts only with respect to such increased cost actually incurred or effected on or after the 180th day prior to the date of such demand. The Liquidity Provider agrees to use reasonable efforts (consistent with applicable legal and regulatory restrictions) to change the jurisdiction of its Principal Office if making such change would avoid the need for, or reduce the amount of, any Excluded Tax amount payable by under this Section 3.1 that may thereafter accrue and would not, in the Issuing Lender); and if any reasonable judgment of the above-mentioned measuresLiquidity Provider, events or circumstances shall result in an increase in the cost to UBS AG, Stamford Branch, in its capacity as Issuing Lender, of making, issuing, maintaining, amending or funding the Letter of Credit, or taking any other action with respect be otherwise disadvantageous to the Letter Liquidity Provider. The Liquidity Provider agrees that if it shall make a demand for payment of Credit contemplated additional amounts under this Agreement, or a reduction in the amount of principal or interest or Utilization Fees received or receivable by UBS AG, Stamford Branch, in its capacity as Issuing Lender, in respect thereofSection 3.1, the Borrower agrees shall have the right to obtain a Replacement Liquidity Facility in replacement of this Agreement in accordance with Section 3.6(e) of the Intercreditor Agreement provided that such replacement would eliminate or reduce the obligation of the Borrower to pay to UBS AG, Stamford Branch, in its capacity as Issuing Lender, an amount equal to such additional costamounts. The Liquidity Provider will notify the Borrower of any event occurring after the date of this Agreement that will entitle the Liquidity Provider to compensation pursuant to this Section 3.1 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, reductionwhich notice shall describe in reasonable detail the calculation of the amounts owed under this Section. Determinations by the Liquidity Provider for purposes of this Section 3.1 of the effect of any Regulatory Change on its costs of making or maintaining Advances or on amounts receivable by it in respect of Advances, other loss or damage or foregone interest or other amount; provided, that UBS AG, Stamford Branch, and of the additional amounts required to compensate the Liquidity Provider in its capacity as Issuing Lenderrespect of any Additional Costs, shall only exercise its rights be prima facie evidence of the amount owed under this Section 2.04(a) if it exercises such rights under all other similar transactions to which it is a partySection.

Increased Costs. In the event that by reason If as a result of any change after Regulatory Change there shall be any increase by an amount reasonably deemed by the Amendment Closing Date in applicable law, rule or regulation of any Swiss Governmental Authority with authority over Swiss banks or any U.S. Governmental Authority with authority over non-U.S. banks with U.S. banking business (each, an “Applicable Governmental Authority”) or Liquidity Provider to be material in the interpretation thereof by actual cost to the Liquidity Provider of making, funding or maintaining any Applicable Governmental Authority charged with the administration, application Advances or interpretation thereof, or by reason of the adoption or enactment, as of and following the Amendment Closing Date, of any requirement, request or directive (whether or not having the force of law) of its obligation to make any such Applicable Governmental Authority with respect Advances or there shall be any reduction by an amount reasonably deemed by the Liquidity Provider to this Agreement that shall impose, modify or deem applicable any reserve, special deposit assessment or insurance fee or similar requirement against assets of, deposits with or for be material in the account of, or credit extended amount receivable by UBS AG, Stamford Branch, in its capacity as Issuing Lender, or shall subject UBS AG, Stamford Branch, in its capacity as Issuing Lender, or its Controlling Persons to any tax, levy, impost, charge, fee, duty, deduction or withholding of any kind whatsoever with respect to the Letter of Credit, Liquidity Provider under this Agreement or any other Transaction Document, or change the basis of taxation of UBS AG, Stamford Branch, in its capacity as Issuing Lender, with respect to any amounts payable under this Intercreditor Agreement (in either case, except for Indemnified Taxes or Other Taxes indemnifiable under Section 2.05 and the imposition of, or any change in the rate of, any Excluded Tax payable by the Issuing Lender); and if any of the above-mentioned measures, events or circumstances shall result in an increase in the cost to UBS AG, Stamford Branch, in its capacity as Issuing Lender, of making, issuing, maintaining, amending or funding the Letter of Credit, or taking any other action with respect to the Letter of Credit contemplated under this Agreement, or a reduction in the amount of principal or interest or Utilization Fees received or receivable by UBS AG, Stamford Branch, in its capacity as Issuing Lender, in respect thereof, and in case of either such an increase or reduction, such event does not arise from the gross negligence or willful misconduct of the Liquidity Provider, from its breach of any of its representations, warranties, covenants or agreements contained herein or in the Intercreditor Agreement or from its failure to comply with any such Regulatory Change (any such increase or reduction being referred to herein as an "INCREASED COST"), then the Borrower agrees shall from time to time pay to UBS AG, Stamford Branch, in its capacity as Issuing Lender, the Liquidity Provider an amount equal to such additional costIncreased Cost within 15 Business Days after delivery to the Borrower and Delta of a certificate of an officer of the Liquidity Provider describing in reasonable detail the event by reason of which it claims such Increased Cost and the basis for the determination of the amount of such Increased Cost; provided that, reductionthe Borrower shall be obligated to pay amounts only with respect to any Increased Costs accruing from the date 45 days prior to the date of delivery of such certificate. Such certificate, other loss in the absence of manifest error, shall be considered prima facie evidence of the amount of the Increased Costs for purposes of this Agreement; provided that any determinations and allocations by the Liquidity Provider of the effect of any Regulatory Change on the costs of maintaining the Advances are made on a reasonable basis. The Liquidity Provider shall not be entitled to assert any claim under this Section 3.01 in respect of or damage attributable to Taxes. The Liquidity Provider will notify the Borrower and Delta as promptly as practicable of any event occurring after the date of this Agreement that will entitle the Liquidity Provider to compensation under this Section 3.01. The Liquidity Provider agrees to investigate all commercially reasonable alternatives for reducing any Increased Costs and to use all commercially reasonable efforts to avoid or foregone interest minimize, to the greatest extent possible, any claim in respect of Increased Costs, including, without limitation, by designating a different Lending Office, if such designation or other amountaction would avoid the need for, or reduce the amount of, any such claim; provided, provided that UBS AG, Stamford Branchthe foregoing shall not obligate the Liquidity Provider to take any action that would, in its capacity as Issuing Lenderreasonable judgment, cause the Liquidity Provider to incur any material loss or cost, unless the Borrower or Delta agrees to reimburse the Liquidity Provider therefor. If no such designation or other action is effected, or, if effected, fails to avoid the need for any claim in respect of Increased Costs, Delta may arrange for a Replacement Liquidity Facility in accordance with Section 3.06(e) of the Intercreditor Agreement. Notwithstanding the foregoing provisions, in no event shall only exercise its rights the Borrower be required to make payments under this Section 2.04(a3.01: (a) in respect of any Regulatory Change proposed by any applicable governmental authority (including any branch of a legislature), central bank or comparable agency of the United States or the Liquidity Provider's jurisdiction of organization and pending as of the date of this Agreement (it being agreed that the consultative paper issued by the Basel Committee on Banking Supervision entitled "A New Capital Adequacy Framework" shall not be considered a Regulatory Change proposed as of the date of this 14 18 Agreement); (b) if it exercises a claim hereunder in respect of an Increased Cost arises through circumstances peculiar to the Liquidity Provider and that do not affect similarly organized commercial banking institutions in the same jurisdiction generally that are in compliance with the law, rule, regulation or interpretation giving rise to the Regulatory Change relating to such rights Increased Cost; (c) if the Liquidity Provider shall fail to comply with its obligations under all this Section 3.01; or (d) if the Liquidity Provider is not also seeking payment for similar increased costs in other similar transactions to which it is a partysimilarly situated transactions.

Increased Costs. In the event that by reason of at any change time after the Amendment Closing Date in applicable date of this Agreement any law, rule or regulation of any Swiss Governmental Authority with authority over Swiss banks regarding capital adequacy, or any U.S. Governmental Authority with authority over non-U.S. banks with U.S. banking business (each, an “Applicable Governmental Authority”) change therein or in the interpretation or application thereof or compliance by any Applicable Governmental Authority charged Bank (including Agent) with the administration, application or interpretation thereof, or by reason of the adoption or enactment, as of and following the Amendment Closing Date, of any requirement, request or directive regarding capital adequacy (whether or not having the force of law) from any central bank or other Governmental Authority, agency or instrumentality, does or shall have, in the opinion of such Bank, the effect of reducing the rate of return on the capital of such Bank or any corporation controlling such Applicable Governmental Authority Bank as a consequence of such Bank's obligations hereunder to a level below that which such Bank or any corporation controlling such Bank could have achieved but for its adoption, change or compliance (taking into account such Bank's or such corporation's policies, as the case may be, with respect to this Agreement that capital adequacy) by an amount deemed by such Bank to be material, then, from time to time, after submission by such Bank to Borrower of a written request therefor, Borrower shall imposepay to such Bank additional amount or amounts as will compensate such Bank or such corporation, modify or deem applicable any reserveas the case may be, special deposit assessment or insurance fee or similar requirement against assets of, deposits with or for such reduction. Such Bank's written request to Borrower for compensation shall set forth in reasonable detail the account of, or credit extended by UBS AG, Stamford Branch, in its capacity as Issuing Lender, or shall subject UBS AG, Stamford Branch, in its capacity as Issuing Lender, or its Controlling Persons to any tax, levy, impost, charge, fee, duty, deduction or withholding computation of any kind whatsoever additional amounts payable to such Bank by Borrower, and such request and computation shall be conclusive in the absence of manifest error. This provision shall remain in full force and effect, with respect to the Letter Revolving Credit Loans until the later of Credit, (a) the termination of this Agreement or (b) the payment in full of all Notes (provided that before accepting final payment on the Notes, Bank shall calculate any other Transaction Documentamounts due in accordance with this subsection 2.9 and give notice to Borrower of such amounts as stated herein, or change and Borrower shall include such amounts in Borrower's final payment). This provision shall survive the basis termination of taxation of UBS AG, Stamford Branch, in its capacity as Issuing Lenderall Standby L/Cs and, with respect to any amounts payable under this Agreement (Standby L/Cs, shall remain in either case, except for Indemnified Taxes full force and effect until there is no existing or Other Taxes indemnifiable under Section 2.05 and the imposition of, future obligation of Agent or any change in the rate of, L/C Participant under any Excluded Tax payable Standby L/C. The provisions of this subsection 2.9 shall be supplemented by the Issuing Lender); and if any provisions of the above-mentioned measures, events or circumstances shall result in an increase in the cost to UBS AG, Stamford Branch, in its capacity as Issuing Lender, of making, issuing, maintaining, amending or funding the Letter of Credit, or taking any other action with respect to the Letter of Credit contemplated under this Agreement, or a reduction in the amount of principal or interest or Utilization Fees received or receivable by UBS AG, Stamford Branch, in its capacity as Issuing Lender, in respect thereof, the Borrower agrees to pay to UBS AG, Stamford Branch, in its capacity as Issuing Lender, an amount equal to such additional cost, reduction, other loss or damage or foregone interest or other amount; provided, that UBS AG, Stamford Branch, in its capacity as Issuing Lender, shall only exercise its rights under this Section 2.04(a) if it exercises such rights under all other similar transactions to which it is a party3 hereof.

Increased Costs. In The Borrower shall pay to the event that Liquidity Provider from time to time such amounts as may be necessary to compensate the Liquidity Provider for any increased costs incurred by reason the Liquidity Provider which are attributable to its making or maintaining any Advances hereunder or its obligation to make any such Advances hereunder, or any reduction in any amount receivable by the Liquidity Provider under this Agreement or the Intercreditor Agreement in respect of any such Advances or such obligation (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), resulting from any change after the Amendment Closing Date date of this Agreement in applicable lawU.S. federal, rule or regulation of any Swiss Governmental Authority with authority over Swiss banks or any U.S. Governmental Authority with authority over non-U.S. banks with U.S. banking business (eachstate, an “Applicable Governmental Authority”) or in the interpretation thereof by any Applicable Governmental Authority charged with the administration, application or interpretation thereofmunicipal, or by reason foreign laws or regulations (including Regulation D of the Board of Governors of the Federal Reserve System), or the adoption or enactment, as making after the date of and following the Amendment Closing Date, this Agreement of any requirementinterpretations, request directives, or directive requirements applying to a class of banks including the Liquidity Provider under any U.S. federal, state, municipal, or any foreign laws or regulations (whether or not having the force of law) of by any such Applicable Governmental Authority court, central bank or monetary authority charged with respect to this Agreement that shall imposethe interpretation or administration thereof (a “Regulatory Change”), modify or deem applicable any reserve, special deposit assessment or insurance fee or similar requirement against assets of, deposits with or for the account of, or credit extended by UBS AG, Stamford Branch, in its capacity as Issuing Lender, or shall subject UBS AG, Stamford Branch, in its capacity as Issuing Lender, or its Controlling Persons to any tax, levy, impost, charge, fee, duty, deduction or withholding of any kind whatsoever with respect to the Letter of Credit, this Agreement or any other Transaction Document, or change which: (1) changes the basis of taxation of UBS AG, Stamford Branch, in its capacity as Issuing Lender, with respect to any amounts payable to the Liquidity Provider under this Agreement in respect of any such Advances or such obligation (in either caseother than Excluded Taxes); or (2) imposes or modifies any reserve, except for Indemnified Taxes special deposit, compulsory loan or Other Taxes indemnifiable under Section 2.05 and the imposition similar requirements relating to any extensions of credit or other assets of, or any change deposits with other liabilities of, the Liquidity Provider (including any such Advances or such obligation or any deposits referred to in the rate definition of LIBOR Rate or related definitions). For the avoidance of doubt, any Regulatory Changes based on the consultative papers of The Basel Committee on Banking Supervision of December 2009 entitled “Strengthening the resilience of the banking sector” and “International framework for liquidity risk measurement, standards and monitoring”, in each case together with any amendments thereto (collectively, “Basel III”), will not be treated, for purposes of determining whether the Liquidity Provider is entitled to compensation under this Section 3.01, as having been adopted or having come into effect before the date hereof, and any such Regulatory Changes based on Basel III shall be determined to be adopted only when the national banking supervisory authorities, or other relevant administrative or legislative bodies having primary [Revolving Credit Agreement (2018-1A)] jurisdiction or regulatory authority over the Liquidity Provider, adopt any such Regulatory Changes based on Basel III in the primary jurisdiction of the Liquidity Provider. The Liquidity Provider agrees to use reasonable efforts (consistent with applicable legal and regulatory restrictions) to change the jurisdiction of its Facility Office if making such change would avoid the need for, or reduce the amount of, any Excluded Tax amount payable by the Issuing Lender); and if any of the above-mentioned measures, events or circumstances shall result in an increase in the cost to UBS AG, Stamford Branch, in its capacity as Issuing Lender, of making, issuing, maintaining, amending or funding the Letter of Credit, or taking any other action with respect to the Letter of Credit contemplated under this Agreement, or a reduction in the amount of principal or interest or Utilization Fees received or receivable by UBS AG, Stamford Branch, in its capacity as Issuing Lender, in respect thereof, the Borrower agrees to pay to UBS AG, Stamford Branch, in its capacity as Issuing Lender, an amount equal to such additional cost, reduction, other loss or damage or foregone interest or other amount; provided, that UBS AG, Stamford Branch, in its capacity as Issuing Lender, shall only exercise its rights under this Section 2.04(a) if that may thereafter accrue and would not, in the reasonable judgment of the Liquidity Provider, be otherwise disadvantageous to the Liquidity Provider. The Liquidity Provider will notify the Borrower of any event occurring after the date of this Agreement that will entitle the Liquidity Provider to compensation pursuant to this Section 3.01 as promptly as practicable after it exercises obtains knowledge thereof and determines to request such rights compensation, which notice shall describe in reasonable detail the calculation of the amounts owed under all other similar transactions this Section. Determinations by the Liquidity Provider for purposes of this Section 3.01 of the effect of any Regulatory Change on its costs of making or maintaining Advances or on amounts receivable by it in respect of Advances, and of the additional amounts required to compensate the Liquidity Provider in respect of any Additional Costs, shall be prima facie evidence of the amount owed under this Section. Notwithstanding the preceding two paragraphs, the Liquidity Provider and the Subordination Agent agree that any permitted assignee or participant of the initial Liquidity Provider which it is not a partybank shall not be entitled to the benefits of the preceding two paragraphs (but without limiting the provisions of Section 7.08 hereof).

Increased Costs. In The Borrower shall pay to the event that Liquidity Provider from time to time such amounts as may be necessary to compensate the Liquidity Provider for any costs incurred by reason the Liquidity Provider which are attributable to its making or maintaining any LIBOR Advances hereunder or its obligation to make any such Advances hereunder, or any reduction in any amount receivable by the Liquidity Provider under this Agreement or the Intercreditor Agreement in respect of any such Advances or such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any change after the Amendment Closing Date date of this Agreement in applicable lawU.S. federal, rule state, or regulation of any Swiss Governmental Authority with authority over Swiss banks municipal, or any U.S. Governmental Authority with authority over non-U.S. banks with U.S. banking business (each, an “Applicable Governmental Authority”) foreign laws or in the interpretation thereof by any Applicable Governmental Authority charged with the administration, application or interpretation thereofregulations, or by reason of the adoption or enactment, as of and following the Amendment Closing Date, making after such date of any requirementinterpretation, regulation, directive, guideline, requirement or request or directive (whether or not having the force of law, by any court or governmental or monetary authority charged with the interpretation or administration thereof (a "Regulatory Change"), which: (1) of any such Applicable Governmental Authority with respect to this Agreement that shall impose, modify or deem applicable any reserve, special deposit assessment or insurance fee or similar requirement against assets of, deposits with or for the account of, or credit extended by UBS AG, Stamford Branch, in its capacity as Issuing Lender, or shall subject UBS AG, Stamford Branch, in its capacity as Issuing Lender, or its Controlling Persons to any tax, levy, impost, charge, fee, duty, deduction or withholding of any kind whatsoever with respect to the Letter of Credit, this Agreement or any other Transaction Document, or change changes the basis of taxation of UBS AG, Stamford Branch, in its capacity as Issuing Lender, with respect to any amounts payable to the Liquidity Provider under this Agreement in respect of any such Advances (in either case, except for Indemnified other than Excluded Taxes or Other Taxes indemnifiable under any taxes described in Section 2.05 and the imposition 3.03); or (2) imposes or modifies any reserve, special deposit, compulsory loan or similar requirements relating to any extensions of credit or other assets of, or any change deposits with other liabilities of, the Liquidity Provider (including any such Advances or any deposits referred to in the rate definition of LIBOR or related definitions). The Liquidity Provider agrees to use reasonable efforts (consistent with applicable legal and regulatory restrictions) to change the jurisdiction of its Lending Office if making such change would avoid the need for, or reduce the amount of, any Excluded Tax amount payable by the Issuing Lender); and if any of the above-mentioned measures, events or circumstances shall result in an increase in the cost to UBS AG, Stamford Branch, in its capacity as Issuing Lender, of making, issuing, maintaining, amending or funding the Letter of Credit, or taking any other action with respect to the Letter of Credit contemplated under this Agreement, or a reduction in the amount of principal or interest or Utilization Fees received or receivable by UBS AG, Stamford Branch, in its capacity as Issuing Lender, in respect thereof, the Borrower agrees to pay to UBS AG, Stamford Branch, in its capacity as Issuing Lender, an amount equal to such additional cost, reduction, other loss or damage or foregone interest or other amount; provided, that UBS AG, Stamford Branch, in its capacity as Issuing Lender, shall only exercise its rights under this Section 2.04(a) if 3.01 that may thereafter accrue and would not, in the reasonable judgment of the Liquidity Provider, be otherwise disadvantageous to the Liquidity Provider. The Liquidity Provider shall notify the Borrower of any event occurring after the date of this Agreement that shall entitle the Liquidity Provider to compensation pursuant to this Section 3.01 as promptly as practicable after it exercises obtains knowledge thereof and determines to request such rights compensation, which notice shall describe in reasonable detail the calculation of the amounts owed under all other similar transactions this Section 3.01. Determinations by the Liquidity Provider for purposes of this Section 3.01 of the effect of any Regulatory Change on its costs of making or maintaining Advances or on amounts receivable by it in respect of Advances, and of the additional amounts required to which it is a partycompensate the Liquidity Provider in respect of any Additional Costs, shall be prima facie evidence of the amount owed under this Section 3.01.

Increased Costs. In the event that by reason Without duplication of any change after the Amendment Closing Date in applicable lawrights created by Section 3.03, rule or regulation if as a result of any Swiss Governmental Authority with authority over Swiss banks or Regulatory Change there shall be any U.S. Governmental Authority with authority over non-U.S. banks with U.S. banking business (each, increase by an “Applicable Governmental Authority”) or amount reasonably deemed by the Liquidity Provider to be material in the interpretation thereof by actual cost to the Liquidity Provider of making, funding or maintaining any Applicable Governmental Authority charged with the administration, application Advances or interpretation thereof, or by reason of the adoption or enactment, as of and following the Amendment Closing Date, of any requirement, request or directive (whether or not having the force of law) of its obligation to make any such Applicable Governmental Authority with respect Advances or there shall be any reduction by an amount reasonably deemed by the Liquidity Provider to this Agreement that shall impose, modify or deem applicable any reserve, special deposit assessment or insurance fee or similar requirement against assets of, deposits with or for be material in the account of, or credit extended amount receivable by UBS AG, Stamford Branch, in its capacity as Issuing Lender, or shall subject UBS AG, Stamford Branch, in its capacity as Issuing Lender, or its Controlling Persons to any tax, levy, impost, charge, fee, duty, deduction or withholding of any kind whatsoever with respect to the Letter of Credit, Liquidity Provider under this Agreement or any other Transaction Document, or change the basis of taxation of UBS AG, Stamford Branch, in its capacity as Issuing Lender, with respect to any amounts payable under this Intercreditor Agreement (in either case, except for Indemnified Taxes or Other Taxes indemnifiable under Section 2.05 and the imposition of, or any change in the rate of, any Excluded Tax payable by the Issuing Lender); and if any of the above-mentioned measures, events or circumstances shall result in an increase in the cost to UBS AG, Stamford Branch, in its capacity as Issuing Lender, of making, issuing, maintaining, amending or funding the Letter of Credit, or taking any other action with respect to the Letter of Credit contemplated under this Agreement, or a reduction in the amount of principal or interest or Utilization Fees received or receivable by UBS AG, Stamford Branch, in its capacity as Issuing Lender, in respect thereof, and in case of either such an increase or reduction, such event does not arise from the gross negligence or willful misconduct of the Liquidity Provider, from its breach of any of its representations, warranties, covenants or agreements contained herein or in the Intercreditor Agreement or from its failure to comply with any such Regulatory Change (any such increase or reduction being referred to herein as an “Increased Cost”), then, subject to Sections 2.07 and 2.09, the Borrower agrees shall from time to time pay to UBS AG, Stamford Branch, in its capacity as Issuing Lender, the Liquidity Provider an amount equal to such additional costIncreased Cost within 10 Business Days after delivery to the Borrower and American of a certificate of an officer of the Liquidity Provider describing in reasonable detail the event by reason of which it claims such Increased Cost and the basis for the determination of the amount of such Increased Cost; provided that the Borrower shall be obligated to pay amounts only with respect to any Increased Costs accruing from the date 120 days prior to the date of delivery of such certificate. Such certificate, reductionin the absence of manifest error, other loss shall be considered prima facie evidence of the amount of the Increased Costs for Revolving Credit Agreement (Class AA) (American Airlines 2017-1 Aircraft EETC) purposes of this Agreement; provided that any determinations and allocations by the Liquidity Provider of the effect of any Regulatory Change on the costs of maintaining the Advances or damage the obligation to make Advances are made on a reasonable basis. For the avoidance of doubt, the Liquidity Provider shall not be entitled to assert any claim under this Section 3.01 in respect of or foregone interest attributable to Excluded Taxes. The Liquidity Provider will notify the Borrower and American as promptly as practicable of any event occurring after the date of this Agreement that will entitle the Liquidity Provider to compensation under this Section 3.01. The Liquidity Provider agrees to investigate all commercially reasonable alternatives for reducing any Increased Costs and to use all commercially reasonable efforts to avoid or minimize, to the greatest extent possible, any claim in respect of Increased Costs, including, without limitation, by designating a different Lending Office, if such designation or other amountaction would avoid the need for, or reduce the amount of, any such claim; provided, provided that UBS AG, Stamford Branchthe foregoing shall not obligate the Liquidity Provider to take any action that would, in its capacity as Issuing Lenderreasonable judgment, cause the Liquidity Provider to take any action that is not materially consistent with its internal policies or is otherwise materially disadvantageous to the Liquidity Provider or that would cause the Liquidity Provider to incur any material loss or cost, unless the Borrower or American agrees to reimburse or indemnify the Liquidity Provider therefor. If no such designation or other action is effected, or, if effected, such notice fails to avoid the need for any claim in respect of Increased Costs, American may arrange for a Replacement Liquidity Facility in accordance with Section 3.05(e) of the Intercreditor Agreement. Notwithstanding the foregoing provisions, in no event shall only exercise its rights the Borrower be required to make payments under this Section 2.04(a3.01: (a) in respect of any Regulatory Change proposed by any applicable governmental authority (including any branch of a legislature), central bank or comparable agency of the United States or the Liquidity Provider’s jurisdiction of organization or in which its Lending Office is located and pending as of the date of this Agreement (it being agreed that the Regulatory Changes contemplated by (i) all requests, rules, guidelines or directives promulgated or issued by the Basel Committee on Banking Supervision (or any successor or similar authority) including, but not limited to the Consultative Documents entitled “Strengthening the resilience of the banking sector” and “International framework for liquidity risk measurement, standards and monitoring,” each dated December 2009 or the United States regulatory authorities, in each case pursuant to Basel III and (ii) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith, shall not be considered to have been proposed or pending as of the date of this Agreement); (b) if it exercises a claim hereunder in respect of an Increased Cost arises through circumstances peculiar to the Liquidity Provider and that do not affect similarly organized commercial banking institutions in the same jurisdiction generally that are in compliance with the law, rule, regulation or interpretation giving rise to the Regulatory Change relating to such rights Increased Cost; (c) if the Liquidity Provider shall fail to comply with its obligations under all this Section 3.01 or (d) if the Liquidity Provider is not also seeking payment for similar increased costs in other similar similarly situated transactions related to which it is a partythe airline industry.

Increased Costs. In the event that by reason Without duplication of any change after the Amendment Closing Date in applicable lawrights created by Section 3.03, rule or regulation if as a result of any Swiss Governmental Authority with authority over Swiss banks or Regulatory Change there shall be any U.S. Governmental Authority with authority over non-U.S. banks with U.S. banking business (each, increase by an “Applicable Governmental Authority”) or amount reasonably deemed by the Liquidity Provider to be material in the interpretation thereof by actual cost to the Liquidity Provider of making, funding or maintaining any Applicable Governmental Authority charged with the administration, application Advances or interpretation thereof, or by reason of the adoption or enactment, as of and following the Amendment Closing Date, of any requirement, request or directive (whether or not having the force of law) of its obligation to make any such Applicable Governmental Authority with respect Advances or there shall be any reduction by an amount reasonably deemed by the Liquidity Provider to this Agreement that shall impose, modify or deem applicable any reserve, special deposit assessment or insurance fee or similar requirement against assets of, deposits with or for be material in the account of, or credit extended amount receivable by UBS AG, Stamford Branch, in its capacity as Issuing Lender, or shall subject UBS AG, Stamford Branch, in its capacity as Issuing Lender, or its Controlling Persons to any tax, levy, impost, charge, fee, duty, deduction or withholding of any kind whatsoever with respect to the Letter of Credit, Liquidity Provider under this Agreement or any other Transaction Document, or change the basis of taxation of UBS AG, Stamford Branch, in its capacity as Issuing Lender, with respect to any amounts payable under this 14 Revolving Credit Agreement (in either case, except for Indemnified Taxes or Other Taxes indemnifiable under Section 2.05 and the imposition of, or any change in the rate of, any Excluded Tax payable by the Issuing Lender); and if any of the aboveClass B) (American Airlines 2016-mentioned measures, events or circumstances shall result in an increase in the cost to UBS AG, Stamford Branch, in its capacity as Issuing Lender, of making, issuing, maintaining, amending or funding the Letter of Credit, or taking any other action with respect to the Letter of Credit contemplated under this Agreement, or a reduction in the amount of principal or interest or Utilization Fees received or receivable by UBS AG, Stamford Branch, in its capacity as Issuing Lender, 3 Aircraft EETC) Intercreditor Agreement in respect thereof, and in case of either such an increase or reduction, such event does not arise from the gross negligence or willful misconduct of the Liquidity Provider, from its breach of any of its representations, warranties, covenants or agreements contained herein or in the Intercreditor Agreement or from its failure to comply with any such Regulatory Change (any such increase or reduction being referred to herein as an “Increased Cost”), then, subject to Sections 2.07 and 2.09, the Borrower agrees shall from time to time pay to UBS AG, Stamford Branch, in its capacity as Issuing Lender, the Liquidity Provider an amount equal to such additional costIncreased Cost within 10 Business Days after delivery to the Borrower and American of a certificate of an officer of the Liquidity Provider describing in reasonable detail the event by reason of which it claims such Increased Cost and the basis for the determination of the amount of such Increased Cost; provided that the Borrower shall be obligated to pay amounts only with respect to any Increased Costs accruing from the date 120 days prior to the date of delivery of such certificate. Such certificate, reductionin the absence of manifest error, other loss shall be considered prima facie evidence of the amount of the Increased Costs for purposes of this Agreement; provided that any determinations and allocations by the Liquidity Provider of the effect of any Regulatory Change on the costs of maintaining the Advances or damage the obligation to make Advances are made on a reasonable basis. For the avoidance of doubt, the Liquidity Provider shall not be entitled to assert any claim under this Section 3.01 in respect of or foregone interest attributable to Excluded Taxes. The Liquidity Provider will notify the Borrower and American as promptly as practicable of any event occurring after the date of this Agreement that will entitle the Liquidity Provider to compensation under this Section 3.01. The Liquidity Provider agrees to investigate all commercially reasonable alternatives for reducing any Increased Costs and to use all commercially reasonable efforts to avoid or minimize, to the greatest extent possible, any claim in respect of Increased Costs, including, without limitation, by designating a different Lending Office, if such designation or other amountaction would avoid the need for, or reduce the amount of, any such claim; provided, provided that UBS AG, Stamford Branchthe foregoing shall not obligate the Liquidity Provider to take any action that would, in its capacity as Issuing Lenderreasonable judgment, cause the Liquidity Provider to take any action that is not materially consistent with its internal policies or is otherwise materially disadvantageous to the Liquidity Provider or that would cause the Liquidity Provider to incur any material loss or cost, unless the Borrower or American agrees to reimburse or indemnify the Liquidity Provider therefor. If no such designation or other action is effected, or, if effected, such notice fails to avoid the need for any claim in respect of Increased Costs, American may arrange for a Replacement Liquidity Facility in accordance with Section 3.05(e) of the Intercreditor Agreement. Notwithstanding the foregoing provisions, in no event shall only exercise its rights the Borrower be required to make payments under this Section 2.04(a3.01: (a) in respect of any Regulatory Change proposed by any applicable governmental authority (including any branch of a legislature), central bank or comparable agency of the United States or the Liquidity Provider’s jurisdiction of organization or in which its Lending Office is located and pending as of the date of this Agreement (it being agreed that the Regulatory Changes contemplated by (i) all requests, rules, guidelines or directives promulgated or issued by the Basel Committee on Banking Supervision (or any successor or similar authority) including, but not limited to the Consultative Documents entitled “Strengthening the resilience of the banking sector” and “International framework for liquidity risk measurement, standards and monitoring,” each dated December 2009 or the United States regulatory authorities, in each case pursuant to Basel III and (ii) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith, shall not be considered to have been proposed or pending as of 15 Revolving Credit Agreement (Class B) (American Airlines 2016-3 Aircraft EETC) the date of this Agreement); (b) if it exercises a claim hereunder in respect of an Increased Cost arises through circumstances peculiar to the Liquidity Provider and that do not affect similarly organized commercial banking institutions in the same jurisdiction generally that are in compliance with the law, rule, regulation or interpretation giving rise to the Regulatory Change relating to such rights Increased Cost; (c) if the Liquidity Provider shall fail to comply with its obligations under all this Section 3.01 or (d) if the Liquidity Provider is not also seeking payment for similar increased costs in other similar similarly situated transactions related to which it is a partythe airline industry.

Increased Costs. In The Borrower shall pay to the event that Liquidity Provider from time to time such amounts as may be necessary to compensate the Liquidity Provider for any increased costs incurred by reason the Liquidity Provider which are attributable to its making or maintaining any Advances hereunder or its obligation to make any such Advances hereunder, or any reduction in any amount receivable by the Liquidity Provider under this Agreement or the Intercreditor Agreement in respect of any such Advances or such obligation (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), resulting from any change after the Amendment Closing Date date of this Agreement in applicable lawU.S. federal, rule or regulation of any Swiss Governmental Authority with authority over Swiss banks or any U.S. Governmental Authority with authority over non-U.S. banks with U.S. banking business (eachstate, an “Applicable Governmental Authority”) or in the interpretation thereof by any Applicable Governmental Authority charged with the administration, application or interpretation thereofmunicipal, or by reason foreign laws or regulations (including Regulation D of the Board of Governors of the Federal Reserve System), or the adoption or enactment, as making after the date of and following the Amendment Closing Date, this Agreement of any requirementinterpretations, request directives, or directive requirements applying to a class of banks including the Liquidity Provider under any U.S. federal, state, municipal, or any foreign laws or regulations (whether or not having the force of law) of by any such Applicable Governmental Authority court, central bank or monetary authority charged with respect to this Agreement that shall imposethe interpretation or administration thereof (a “Regulatory Change”), modify or deem applicable any reserve, special deposit assessment or insurance fee or similar requirement against assets of, deposits with or for the account of, or credit extended by UBS AG, Stamford Branch, in its capacity as Issuing Lender, or shall subject UBS AG, Stamford Branch, in its capacity as Issuing Lender, or its Controlling Persons to any tax, levy, impost, charge, fee, duty, deduction or withholding of any kind whatsoever with respect to the Letter of Credit, this Agreement or any other Transaction Document, or change which: (1) changes the basis of taxation of UBS AG, Stamford Branch, in its capacity as Issuing Lender, with respect to any amounts payable to the Liquidity Provider under this Agreement in respect of any such Advances or such obligation (in either caseother than Excluded Taxes); or (2) imposes or modifies any reserve, except for Indemnified Taxes special deposit, compulsory loan or Other Taxes indemnifiable under Section 2.05 and the imposition similar requirements relating to any extensions of credit or other assets of, or any change deposits with other liabilities of, the Liquidity Provider (including any such Advances or such obligation or any deposits referred to in the rate definition of LIBOR Rate or related definitions). For the avoidance of doubt, any Regulatory Changes based on the consultative papers of The Basel Committee on Banking Supervision of December 2009 entitled “Strengthening the resilience of the banking sector” and “International framework for liquidity risk measurement, standards and monitoring”, in each case together with any amendments thereto (collectively, “Basel III”), will not be treated, for purposes of determining whether the Liquidity Provider is entitled to compensation under this Section 3.01, as having been adopted or having come into effect before the date hereof, and any such Regulatory Changes based on Basel III shall be determined to be adopted only when the national banking supervisory authorities, or other relevant administrative or legislative bodies having primary jurisdiction or regulatory authority over the Liquidity Provider, adopt any such Regulatory Changes based on Basel III in the primary jurisdiction of the Liquidity Provider. The Liquidity Provider agrees to use reasonable efforts (consistent with applicable legal and regulatory restrictions) to change the jurisdiction of its Facility Office if making such change would avoid the need for, or reduce the amount of, any Excluded Tax amount payable by the Issuing Lender); and if any of the above-mentioned measures, events or circumstances shall result in an increase in the cost to UBS AG, Stamford Branch, in its capacity as Issuing Lender, of making, issuing, maintaining, amending or funding the Letter of Credit, or taking any other action with respect to the Letter of Credit contemplated under this Agreement, or a reduction in the amount of principal or interest or Utilization Fees received or receivable by UBS AG, Stamford Branch, in its capacity as Issuing Lender, in respect thereof, the Borrower agrees to pay to UBS AG, Stamford Branch, in its capacity as Issuing Lender, an amount equal to such additional cost, reduction, other loss or damage or foregone interest or other amount; provided, that UBS AG, Stamford Branch, in its capacity as Issuing Lender, shall only exercise its rights under this Section 2.04(a) if that may thereafter accrue and would not, in the reasonable judgment of the Liquidity Provider, be otherwise disadvantageous to the Liquidity Provider. The Liquidity Provider will notify the Borrower of any event occurring after the date of this Agreement that will entitle the Liquidity Provider to compensation pursuant to this Section 3.01 as promptly as practicable after it exercises obtains knowledge thereof and determines to request such rights compensation, which notice shall describe in reasonable detail the calculation of the amounts owed under all other similar transactions this Section. Determinations by the Liquidity Provider for purposes of this Section 3.01 of the effect of any Regulatory Change on its costs of making or maintaining Advances or on amounts receivable by it in respect of Advances, and of the additional amounts required to compensate the Liquidity Provider in respect of any Additional Costs, shall be prima facie evidence of the amount owed under this Section. [Revolving Credit Agreement (2016-2A)] Notwithstanding the preceding two paragraphs, the Liquidity Provider and the Subordination Agent agree that any permitted assignee or participant of the initial Liquidity Provider which it is not a partybank shall not be entitled to the benefits of the preceding two paragraphs (but without limiting the provisions of Section 7.08 hereof).

Increased Costs. In the event that by reason Without duplication of any change after the Amendment Closing Date in applicable lawrights created by Section 3.03, rule or regulation if as a result of any Swiss Governmental Authority with authority over Swiss banks or Regulatory Change there shall be any U.S. Governmental Authority with authority over non-U.S. banks with U.S. banking business (each, increase by an “Applicable Governmental Authority”) or amount reasonably deemed by the Liquidity Provider to be material in the interpretation thereof by actual cost to the Liquidity Provider of making, funding or maintaining any Applicable Governmental Authority charged with the administration, application Advances or interpretation thereof, or by reason of the adoption or enactment, as of and following the Amendment Closing Date, of any requirement, request or directive (whether or not having the force of law) of its obligation to make any such Applicable Governmental Authority with respect Advances or there shall be any reduction by an amount reasonably deemed by the Liquidity Provider to this Agreement that shall impose, modify or deem applicable any reserve, special deposit assessment or insurance fee or similar requirement against assets of, deposits with or for be material in the account of, or credit extended amount receivable by UBS AG, Stamford Branch, in its capacity as Issuing Lender, or shall subject UBS AG, Stamford Branch, in its capacity as Issuing Lender, or its Controlling Persons to any tax, levy, impost, charge, fee, duty, deduction or withholding of any kind whatsoever with respect to the Letter of Credit, Liquidity Provider under this Agreement or any other Transaction Document, or change the basis of taxation of UBS AG, Stamford Branch, in its capacity as Issuing Lender, with respect to any amounts payable under this Intercreditor Agreement (in either case, except for Indemnified Taxes or Other Taxes indemnifiable under Section 2.05 and the imposition of, or any change in the rate of, any Excluded Tax payable by the Issuing Lender); and if any of the above-mentioned measures, events or circumstances shall result in an increase in the cost to UBS AG, Stamford Branch, in its capacity as Issuing Lender, of making, issuing, maintaining, amending or funding the Letter of Credit, or taking any other action with respect to the Letter of Credit contemplated under this Agreement, or a reduction in the amount of principal or interest or Utilization Fees received or receivable by UBS AG, Stamford Branch, in its capacity as Issuing Lender, in respect thereof, and in case of either such an increase or reduction, such event does not arise from the gross negligence or willful misconduct of the Liquidity Revolving Credit Agreement (Class B) Provider, from its breach of any of its representations, warranties, covenants or agreements contained herein or in the Intercreditor Agreement or from its failure to comply with any such Regulatory Change (any such increase or reduction being referred to herein as an “Increased Cost”), then, subject to Sections 2.07 and 2.09, the Borrower agrees shall from time to time pay to UBS AG, Stamford Branch, in its capacity as Issuing Lender, the Liquidity Provider an amount equal to such additional costIncreased Cost within 10 Business Days after delivery to the Borrower and Delta of a certificate of an officer of the Liquidity Provider describing in reasonable detail the event by reason of which it claims such Increased Cost and the basis for the determination of the amount of such Increased Cost; provided that the Borrower shall be obligated to pay amounts only with respect to any Increased Costs accruing from the date 120 days prior to the date of delivery of such certificate. Such certificate, reductionin the absence of manifest error, other loss shall be considered prima facie evidence of the amount of the Increased Costs for purposes of this Agreement; provided that any determinations and allocations by the Liquidity Provider of the effect of any Regulatory Change on the costs of maintaining the Advances or damage the obligation to make Advances are made on a reasonable basis. For the avoidance of doubt, the Liquidity Provider shall not be entitled to assert any claim under this Section 3.01 in respect of or foregone interest attributable to Excluded Taxes. The Liquidity Provider will notify the Borrower and Delta as promptly as practicable of any event occurring after the date of this Agreement that will entitle the Liquidity Provider to compensation under this Section 3.01. The Liquidity Provider agrees to investigate all commercially reasonable alternatives for reducing any Increased Costs and to use all commercially reasonable efforts to avoid or minimize, to the greatest extent possible, any claim in respect of Increased Costs, including, without limitation, by designating a different Lending Office, if such designation or other amountaction would avoid the need for, or reduce the amount of, any such claim; provided, provided that UBS AG, Stamford Branchthe foregoing shall not obligate the Liquidity Provider to take any action that would, in its capacity as Issuing Lenderreasonable judgment, cause the Liquidity Provider to take any action that is not materially consistent with its internal policies or is otherwise materially disadvantageous to the Liquidity Provider or that would cause the Liquidity Provider to incur any material loss or cost, unless the Borrower or Delta agrees to reimburse or indemnify the Liquidity Provider therefor. If no such designation or other action is effected, or, if effected, such notice fails to avoid the need for any claim in respect of Increased Costs, Delta may arrange for a Replacement Liquidity Facility in accordance with Section 3.05(e) of the Intercreditor Agreement. Notwithstanding the foregoing provisions, in no event shall only exercise its rights the Borrower be required to make payments under this Section 2.04(a3.01: (a) in respect of any Regulatory Change proposed by any applicable governmental authority (including any branch of a legislature), central bank or comparable agency of the United States or the Liquidity Provider’s jurisdiction of organization or in which its Lending Office is located and pending as of the date of this Agreement (it being agreed that the Regulatory Changes contemplated by the Consultative Documents issued by the Basel Committee on Banking Supervision entitled “Strengthening the resilience of the banking sector” and “International framework for liquidity risk measurement, standards and monitoring,” each dated December 2009, shall not be considered to have been proposed or pending as of the date of this Agreement); (b) if it exercises a claim hereunder in respect of an Increased Cost arises through circumstances peculiar to the Liquidity Provider and that do not affect similarly organized commercial banking institutions in the same jurisdiction generally that are in compliance with Revolving Credit Agreement (Class B) the law, rule, regulation or interpretation giving rise to the Regulatory Change relating to such rights Increased Cost; (c) if the Liquidity Provider shall fail to comply with its obligations under all this Section 3.01 or (d) if the Liquidity Provider is not also seeking payment for similar increased costs in other similar similarly situated transactions related to which it is a partythe airline industry.

Increased Costs. In The Borrower shall pay to the event that Liquidity Provider from time to time such amounts as may be necessary to compensate the Liquidity Provider for any increased costs incurred by reason the Liquidity Provider which are attributable to its making or maintaining any Advances hereunder or its obligation to make any such Advances hereunder, or any reduction in any amount receivable by the Liquidity Provider under this Agreement or the Intercreditor Agreement in respect of any such Advances or such obligation (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), resulting from any change after the Amendment Closing Date date of this Agreement in applicable lawU.S. federal, rule or regulation of any Swiss Governmental Authority with authority over Swiss banks or any U.S. Governmental Authority with authority over non-U.S. banks with U.S. banking business (eachstate, an “Applicable Governmental Authority”) or in the interpretation thereof by any Applicable Governmental Authority charged with the administration, application or interpretation thereofmunicipal, or by reason foreign laws or regulations (including Regulation D of the Board of Governors of the Federal Reserve System), or the adoption or enactment, as making after the date of and following the Amendment Closing Date, this Agreement of any requirementinterpretations, request directives, or directive requirements applying to a class of banks including the Liquidity Provider under any U.S. federal, state, municipal, or any foreign laws or regulations (whether or not having the force of law) of by any such Applicable Governmental Authority court, central bank or monetary authority charged with respect to this Agreement that shall imposethe interpretation or administration thereof (a “Regulatory Change”), modify or deem applicable any reserve, special deposit assessment or insurance fee or similar requirement against assets of, deposits with or for the account of, or credit extended by UBS AG, Stamford Branch, in its capacity as Issuing Lender, or shall subject UBS AG, Stamford Branch, in its capacity as Issuing Lender, or its Controlling Persons to any tax, levy, impost, charge, fee, duty, deduction or withholding of any kind whatsoever with respect to the Letter of Credit, this Agreement or any other Transaction Document, or change which: (1) changes the basis of taxation of UBS AG, Stamford Branch, in its capacity as Issuing Lender, with respect to any amounts payable to the Liquidity Provider under this Agreement in respect of any such Advances or such obligation (in either caseother than Excluded Taxes); or (2) imposes or modifies any reserve, except for Indemnified Taxes special deposit, compulsory loan or Other Taxes indemnifiable under Section 2.05 and the imposition similar requirements relating to any extensions of credit or other assets of, or any change deposits with other liabilities of, the Liquidity Provider (including any such Advances or such obligation or any deposits referred to in the rate definition of LIBOR Rate or related definitions). For the avoidance of doubt, any Regulatory Changes based on the consultative papers of The Basel Committee on Banking Supervision of December 2009 entitled “Strengthening the resilience of the banking sector” and “International framework for liquidity risk measurement, standards and monitoring”, in each case together with any BACK [Revolving Credit Agreement (2014-2A)] amendments thereto (collectively, “Basel III”), will not be treated, for purposes of determining whether the Liquidity Provider is entitled to compensation under this Section 3.01, as having been adopted or having come into effect before the date hereof, and any such Regulatory Changes based on Basel III shall be determined to be adopted only when the national banking supervisory authorities, or other relevant administrative or legislative bodies having primary jurisdiction or regulatory authority over the Liquidity Provider, adopt any such Regulatory Changes based on Basel III in the primary jurisdiction of the Liquidity Provider. The Liquidity Provider agrees to use reasonable efforts (consistent with applicable legal and regulatory restrictions) to change the jurisdiction of its Facility Office if making such change would avoid the need for, or reduce the amount of, any Excluded Tax amount payable by the Issuing Lender); and if any of the above-mentioned measures, events or circumstances shall result in an increase in the cost to UBS AG, Stamford Branch, in its capacity as Issuing Lender, of making, issuing, maintaining, amending or funding the Letter of Credit, or taking any other action with respect to the Letter of Credit contemplated under this Agreement, or a reduction in the amount of principal or interest or Utilization Fees received or receivable by UBS AG, Stamford Branch, in its capacity as Issuing Lender, in respect thereof, the Borrower agrees to pay to UBS AG, Stamford Branch, in its capacity as Issuing Lender, an amount equal to such additional cost, reduction, other loss or damage or foregone interest or other amount; provided, that UBS AG, Stamford Branch, in its capacity as Issuing Lender, shall only exercise its rights under this Section 2.04(a) if that may thereafter accrue and would not, in the reasonable judgment of the Liquidity Provider, be otherwise disadvantageous to the Liquidity Provider. The Liquidity Provider will notify the Borrower of any event occurring after the date of this Agreement that will entitle the Liquidity Provider to compensation pursuant to this Section 3.01 as promptly as practicable after it exercises obtains knowledge thereof and determines to request such rights compensation, which notice shall describe in reasonable detail the calculation of the amounts owed under all other similar transactions this Section. Determinations by the Liquidity Provider for purposes of this Section 3.01 of the effect of any Regulatory Change on its costs of making or maintaining Advances or on amounts receivable by it in respect of Advances, and of the additional amounts required to compensate the Liquidity Provider in respect of any Additional Costs, shall be prima facie evidence of the amount owed under this Section. Notwithstanding the preceding two paragraphs, the Liquidity Provider and the Subordination Agent agree that any permitted assignee or participant of the initial Liquidity Provider which it is not a partybank shall not be entitled to the benefits of the preceding two paragraphs (but without limiting the provisions of Section 7.08 hereof).

Increased Costs. In the event that by reason Without duplication of any change after the Amendment Closing Date in applicable lawrights created by Section 3.03, rule or regulation if as a result of any Swiss Governmental Authority with authority over Swiss banks or Regulatory Change there shall be any U.S. Governmental Authority with authority over non-U.S. banks with U.S. banking business (each, increase by an “Applicable Governmental Authority”) or amount reasonably deemed by the Liquidity Provider to be material in the interpretation thereof by actual cost to the Liquidity Provider of making, funding or maintaining any Applicable Governmental Authority charged with the administration, application Advances or interpretation thereof, or by reason of the adoption or enactment, as of and following the Amendment Closing Date, of any requirement, request or directive (whether or not having the force of law) of its obligation to make any such Applicable Governmental Authority with respect Advances or there shall be any reduction by an amount reasonably deemed by the Liquidity Provider to this Agreement that shall impose, modify or deem applicable any reserve, special deposit assessment or insurance fee or similar requirement against assets of, deposits with or for be material in the account of, or credit extended amount receivable by UBS AG, Stamford Branch, in its capacity as Issuing Lender, or shall subject UBS AG, Stamford Branch, in its capacity as Issuing Lender, or its Controlling Persons to any tax, levy, impost, charge, fee, duty, deduction or withholding of any kind whatsoever with respect to the Letter of Credit, Liquidity Provider under this Agreement or any other Transaction Document, or change the basis of taxation of UBS AG, Stamford Branch, in its capacity as Issuing Lender, with respect to any amounts payable under this Intercreditor Agreement (in either case, except for Indemnified Taxes or Other Taxes indemnifiable under Section 2.05 and the imposition of, or any change in the rate of, any Excluded Tax payable by the Issuing Lender); and if any of the above-mentioned measures, events or circumstances shall result in an increase in the cost to UBS AG, Stamford Branch, in its capacity as Issuing Lender, of making, issuing, maintaining, amending or funding the Letter of Credit, or taking any other action with respect to the Letter of Credit contemplated under this Agreement, or a reduction in the amount of principal or interest or Utilization Fees received or receivable by UBS AG, Stamford Branch, in its capacity as Issuing Lender, in respect thereof, and in case of either such an increase or reduction, such event does not arise from the gross negligence or willful misconduct of the Liquidity Provider, from its breach of any of its representations, warranties, covenants or agreements contained herein or in the Intercreditor Agreement or from its failure to comply with any such Regulatory Change (any such increase or reduction being referred to herein as an “Increased Cost”), then, subject to Sections 2.07 and 2.09, the Borrower agrees shall from time to time pay to UBS AG, Stamford Branch, in its capacity as Issuing Lender, the Liquidity Provider an amount equal to such additional costIncreased Cost within 10 Business Days after delivery to the Borrower and Spirit of a certificate of an officer of the Liquidity Provider 17 Revolving Credit Agreement (Class B) (Spirit 2017-1 EETC) describing in reasonable detail the event by reason of which it claims such Increased Cost and the basis for the determination of the amount of such Increased Cost; provided that the Borrower shall be obligated to pay amounts only with respect to any Increased Costs accruing from the date 120 days prior to the date of delivery of such certificate. Such certificate, reductionin the absence of manifest error, other loss shall be considered prima facie evidence of the amount of the Increased Costs for purposes of this Agreement; provided that any determinations and allocations by the Liquidity Provider of the effect of any Regulatory Change on the costs of maintaining the Advances or damage the obligation to make Advances are made on a reasonable basis. For the avoidance of doubt, the Liquidity Provider shall not be entitled to assert any claim under this Section 3.01 in respect of or foregone interest attributable to Excluded Taxes. The Liquidity Provider will notify the Borrower and Spirit as promptly as practicable of any event occurring after the date of this Agreement that will entitle the Liquidity Provider to compensation under this Section 3.01. The Liquidity Provider agrees to investigate all commercially reasonable alternatives for reducing any Increased Costs and to use all commercially reasonable efforts to avoid or minimize, to the greatest extent possible, any claim in respect of Increased Costs, including, without limitation, by designating a different Lending Office, if such designation or other amountaction would avoid the need for, or reduce the amount of, any such claim; provided, provided that UBS AG, Stamford Branchthe foregoing shall not obligate the Liquidity Provider to take any action that would, in its capacity as Issuing Lenderreasonable judgment, cause the Liquidity Provider to take any action that is not materially consistent with its internal policies or is otherwise materially disadvantageous to the Liquidity Provider or that would cause the Liquidity Provider to incur any material loss or cost, unless the Borrower or Spirit agrees to reimburse or indemnify the Liquidity Provider therefor. If no such designation or other action is effected, or, if effected, such notice fails to avoid the need for any claim in respect of Increased Costs, Spirit may arrange for a Replacement Liquidity Facility in accordance with Section 3.05(e) of the Intercreditor Agreement. Notwithstanding the foregoing provisions, in no event shall only exercise its rights the Borrower be required to make payments under this Section 2.04(a3.01: (a) in respect of any Regulatory Change proposed by any applicable governmental authority (including any branch of a legislature), central bank or comparable agency of the United States or the Liquidity Provider’s jurisdiction of organization or in which its Lending Office is located and pending as of the date of this Agreement (it being agreed that the Regulatory Changes contemplated by the frameworks published by the Basel Committee on Banking Supervision entitled “Basel III: A global regulatory framework for more resilient banks and banking systems” dated December 2010 (revised June 2011) and “Basel III: The Liquidity Coverage Ratio and liquidity risk monitoring tools,” dated January 2013, shall not be considered to have been proposed or pending as of the date of this Agreement); (b) if it exercises a claim hereunder in respect of an Increased Cost arises through circumstances peculiar to the Liquidity Provider and that do not affect similarly organized commercial banking institutions in the same jurisdiction generally that are in compliance with the law, rule, regulation or interpretation giving rise to the Regulatory Change relating to such rights Increased Cost; (c) if the Liquidity Provider shall fail to comply with its obligations under all this Section 3.01 or (d) if the Liquidity Provider is not also seeking payment for similar increased costs in other similar similarly situated transactions related to which it is a party.the airline industry. 18 Revolving Credit Agreement (Class B) (Spirit 2017-1 EETC)

Increased Costs. In The Borrower shall pay to the event that Liquidity Provider from time to time such amounts as may be necessary to compensate the Liquidity Provider for any increased costs incurred by reason the Liquidity Provider which are attributable to its making or maintaining any Advances hereunder or its obligation to make any such Advances hereunder, or any reduction in any amount receivable by the Liquidity Provider under this Agreement or the Intercreditor Agreement in respect of any such Advances or such obligation (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), resulting from any change after the Amendment Closing Date date of this Agreement in applicable lawU.S. federal, rule or regulation of any Swiss Governmental Authority with authority over Swiss banks or any U.S. Governmental Authority with authority over non-U.S. banks with U.S. banking business (eachstate, an “Applicable Governmental Authority”) or in the interpretation thereof by any Applicable Governmental Authority charged with the administration, application or interpretation thereofmunicipal, or by reason foreign laws or regulations (including Regulation D of the Board of Governors of the Federal Reserve System), or the adoption or enactment, as making after the date of and following the Amendment Closing Date, this Agreement of any requirementinterpretations, request directives, or directive requirements applying to a class of banks including the Liquidity Provider under any U.S. federal, state, municipal, or any foreign laws or regulations (whether or not having the force of law) of by any such Applicable Governmental Authority court, central bank or monetary authority charged with respect to this Agreement that shall imposethe interpretation or administration thereof (a “Regulatory Change”), modify or deem applicable any reserve, special deposit assessment or insurance fee or similar requirement against assets of, deposits with or for the account of, or credit extended by UBS AG, Stamford Branch, in its capacity as Issuing Lender, or shall subject UBS AG, Stamford Branch, in its capacity as Issuing Lender, or its Controlling Persons to any tax, levy, impost, charge, fee, duty, deduction or withholding of any kind whatsoever with respect to the Letter of Credit, this Agreement or any other Transaction Document, or change which: (1) changes the basis of taxation of UBS AG, Stamford Branch, in its capacity as Issuing Lender, with respect to any amounts payable to the Liquidity Provider under this Agreement in respect of any such Advances or such obligation (in either caseother than Excluded Taxes); or (2) imposes or modifies any reserve, except for Indemnified Taxes special deposit, compulsory loan or Other Taxes indemnifiable under Section 2.05 and the imposition similar requirements relating to any extensions of credit or other assets of, or any change deposits with other liabilities of, the Liquidity Provider (including any such Advances or such obligation or any deposits referred to in the rate definition of LIBOR Rate or related definitions). For the avoidance of doubt, any Regulatory Changes based BACK [Revolving Credit Agreement (2013-1A)] on the consultative papers of The Basel Committee on Banking Supervision of December 2009 entitled “Strengthening the resilience of the banking sector” and “International framework for liquidity risk measurement, standards and monitoring”, in each case together with any amendments thereto (collectively, “Basel III”), will not be treated, for purposes of determining whether the Liquidity Provider is entitled to compensation under this Section 3.01, as having been adopted or having come into effect before the date hereof, and any such Regulatory Changes based on Basel III shall be determined to be adopted only when the national banking supervisory authorities, or other relevant administrative or legislative bodies having primary jurisdiction or regulatory authority over the Liquidity Provider, adopt any such Regulatory Changes based on Basel III in the primary jurisdiction of the Liquidity Provider. The Liquidity Provider agrees to use reasonable efforts (consistent with applicable legal and regulatory restrictions) to change the jurisdiction of its Facility Office if making such change would avoid the need for, or reduce the amount of, any Excluded Tax amount payable by the Issuing Lender); and if any of the above-mentioned measures, events or circumstances shall result in an increase in the cost to UBS AG, Stamford Branch, in its capacity as Issuing Lender, of making, issuing, maintaining, amending or funding the Letter of Credit, or taking any other action with respect to the Letter of Credit contemplated under this Agreement, or a reduction in the amount of principal or interest or Utilization Fees received or receivable by UBS AG, Stamford Branch, in its capacity as Issuing Lender, in respect thereof, the Borrower agrees to pay to UBS AG, Stamford Branch, in its capacity as Issuing Lender, an amount equal to such additional cost, reduction, other loss or damage or foregone interest or other amount; provided, that UBS AG, Stamford Branch, in its capacity as Issuing Lender, shall only exercise its rights under this Section 2.04(a) if that may thereafter accrue and would not, in the reasonable judgment of the Liquidity Provider, be otherwise disadvantageous to the Liquidity Provider. The Liquidity Provider will notify the Borrower of any event occurring after the date of this Agreement that will entitle the Liquidity Provider to compensation pursuant to this Section 3.01 as promptly as practicable after it exercises obtains knowledge thereof and determines to request such rights compensation, which notice shall describe in reasonable detail the calculation of the amounts owed under all other similar transactions this Section. Determinations by the Liquidity Provider for purposes of this Section 3.01 of the effect of any Regulatory Change on its costs of making or maintaining Advances or on amounts receivable by it in respect of Advances, and of the additional amounts required to compensate the Liquidity Provider in respect of any Additional Costs, shall be prima facie evidence of the amount owed under this Section. Notwithstanding the preceding two paragraphs, the Liquidity Provider and the Subordination Agent agree that any permitted assignee or participant of the initial Liquidity Provider which it is not a partybank shall not be entitled to the benefits of the preceding two paragraphs (but without limiting the provisions of Section 7.08 hereof).

Increased Costs. In the event that by reason If as a result of any change after Regulatory Change there shall be any increase by an amount reasonably deemed by the Amendment Closing Date in applicable law, rule or regulation of any Swiss Governmental Authority with authority over Swiss banks or any U.S. Governmental Authority with authority over non-U.S. banks with U.S. banking business (each, an “Applicable Governmental Authority”) or Primary Liquidity Provider to be material in the interpretation thereof by actual cost to the Primary Liquidity Provider of making, funding or maintaining any Applicable Governmental Authority charged with the administration, application Advances or interpretation thereof, or by reason of the adoption or enactment, as of and following the Amendment Closing Date, of any requirement, request or directive (whether or not having the force of law) of its obligation to make any such Applicable Governmental Authority with respect Advances or there shall be any reduction by an amount reasonably deemed by the Primary Liquidity Provider to this Agreement that shall impose, modify or deem applicable any reserve, special deposit assessment or insurance fee or similar requirement against assets of, deposits with or for be material in the account of, or credit extended amount receivable by UBS AG, Stamford Branch, in its capacity as Issuing Lender, or shall subject UBS AG, Stamford Branch, in its capacity as Issuing Lender, or its Controlling Persons to any tax, levy, impost, charge, fee, duty, deduction or withholding of any kind whatsoever with respect to the Letter of Credit, Primary Liquidity Provider under this Agreement or any other Transaction Document, or change the basis of taxation of UBS AG, Stamford Branch, in its capacity as Issuing Lender, with respect to any amounts payable under this Intercreditor Agreement (in either case, except for Indemnified Taxes or Other Taxes indemnifiable under Section 2.05 and the imposition of, or any change in the rate of, any Excluded Tax payable by the Issuing Lender); and if any of the above-mentioned measures, events or circumstances shall result in an increase in the cost to UBS AG, Stamford Branch, in its capacity as Issuing Lender, of making, issuing, maintaining, amending or funding the Letter of Credit, or taking any other action with respect to the Letter of Credit contemplated under this Agreement, or a reduction in the amount of principal or interest or Utilization Fees received or receivable by UBS AG, Stamford Branch, in its capacity as Issuing Lender, in respect thereof, and in case of either such an increase or reduction, such event does not arise from the gross negligence or willful misconduct of the Primary Liquidity Provider, from its breach of any of its representations, warranties, covenants or agreements contained herein or in the Intercreditor Agreement or from its failure to comply with any such Regulatory Change (any such increase or reduction being referred to herein as an "INCREASED COST"), then the Borrower agrees shall from time to time pay to UBS AG, Stamford Branch, in its capacity as Issuing Lender, the Primary Liquidity Provider an amount equal to such additional costIncreased Cost within 15 Business Days after delivery to the Borrower and Delta of a certificate of an officer of the Primary Liquidity Provider describing in reasonable detail the event by reason of which it claims such Increased Cost and the basis for the determination of the amount of such Increased Cost; provided that, reduction, other loss or damage or foregone interest or other amount; provided, that UBS AG, Stamford Branchthe Borrower shall be obligated to pay amounts only with respect to any Increased Costs accruing from the date 45 days prior to the date of delivery of such certificate. Such certificate, in its capacity as Issuing Lenderthe absence of manifest error, shall only exercise its rights be considered prima facie evidence of the amount of the Increased Costs for purposes of this Agreement; provided that any determinations and allocations by the Primary Liquidity Provider of the effect of any Regulatory Change on the costs of maintaining the Advances are made on a reasonable basis. The Primary Liquidity Provider shall not be entitled to assert any claim under this Section 2.04(a) if it exercises such rights 3.01 in respect of or attributable to Taxes. The Primary Liquidity Provider will notify the Borrower and Delta as promptly as practicable of any event occurring after the date of this Agreement that will entitle the Primary Liquidity Provider to compensation under all other similar transactions to this Section 3.01, which it is a party.notice shall describe in reasonable detail the calculation of amounts owed under this

Increased Costs. In v) If the Administrative Agent, any Purchaser, Alternate Purchaser or other Program Support Provider or any of their respective Affiliates (each an "Affected Person") determines that any Regulatory Change (other than any Regulatory Change relating to taxes) affects or would affect the amount of capital or liquidity required or expected to be maintained by such Affected Person, and such Affected Person determines that such Regulatory Change has or would have the effect of reducing the rate of return on capital of such Affected Person (or its parent) as a consequence of such Affected Person's obligations hereunder or with respect hereto to a level below that which such Affected Person (or its parent) could have achieved but for such Regulatory Change (an "Increased Cost") (taking into consideration its policies with respect to capital adequacy or liquidity requirements), then, upon demand by such Affected Person (with a copy to the Administrative Agent), the Seller shall promptly (and in any event within five (5) Business Days) pay to the Administrative Agent for the account of such Affected Person, from time to time as specified by such Affected Person, additional amounts sufficient to compensate such Affected Person in the light of such circumstances, to the extent that by reason such Affected Person determines such reduction in rate of return to be allocable to the existence of such Affected Person’s obligations hereunder or with respect hereto. Each Affected Person shall notify the Seller upon becoming aware of any change event which is reasonably likely to result in a Regulatory Change; provided, however, that failure to so notify the Seller of any such event shall not affect such Affected Person's right to compensation under this Section 1.7 or any other provision of this Agreement. A certificate (with supporting documentation if available and applicable) as to such amounts submitted to the Seller and the Administrative Agent by such Affected Person shall be rebuttable, presumptive evidence of such amounts so owing. The term "Regulatory Change" means (i) the adoption after the Amendment Closing Date in applicable law, rule or regulation date hereof of any Swiss Governmental Authority with authority over Swiss banks Law (including any applicable Law regarding capital adequacy) or any U.S. Governmental Authority with authority over non-U.S. banks with U.S. banking business (each, an “Applicable Governmental Authority”) change therein or in the interpretation thereof or application thereof, in each case adopted, issued or occurring after the date hereof, (ii) any request, guideline or directive from Financial Accounting Standards Board ("FASB") (including for the avoidance of doubt FASB's Interpretation No. 46(R), as amended by Statement of Financial Accounting Standards No. 167, effective as of November 15, 2009 (or any Applicable future statement or interpretation issued by the FASB or any successor thereto)), or any central bank or other Governmental Authority charged with the administration, application or interpretation thereof, or by reason of the adoption or enactment, as of and following the Amendment Closing Date, of any requirement, request or directive (whether or not having the force of law) in each case issued or occurring after the date of any such Applicable Governmental Authority with respect to this Agreement that shall impose, modify or deem applicable any reserve, special deposit assessment or insurance fee or similar requirement against assets of, deposits with or for the account of, or credit extended by UBS AG, Stamford Branch, in its capacity as Issuing Lender, or shall subject UBS AG, Stamford Branch, in its capacity as Issuing Lender, or its Controlling Persons to any tax, levy, impost, charge, fee, duty, deduction or withholding of any kind whatsoever with respect to the Letter of Credit, this Agreement or (iii) the compliance, commenced after the date hereof, by any other Transaction DocumentProgram Support Provider or Purchaser with the final rule titled Risk-Based Capital Guidelines; Capital Adequacy Guidelines; Capital Maintenance: Regulatory Capital; Impact of Modifications to Generally Accepted Accounting Principles; Consolidation of Asset-Backed Commercial Paper Programs; and Other Related Issues, or change adopted by the basis of taxation of UBS AGUnited States bank regulatory agencies on December 15, Stamford Branch, in its capacity as Issuing Lender, with respect to any amounts payable under this Agreement (in either case, except for Indemnified Taxes or Other Taxes indemnifiable under Section 2.05 and the imposition of2009, or any change rules or regulations promulgated in connection therewith by any such agency; provided that notwithstanding anything herein to the rate ofcontrary, any Excluded Tax payable (x) the Dxxx-Fxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith, and (y) all requests, rules, guidelines and directives promulgated by the Issuing Lender); and if Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed a "Regulatory Change", regardless of the above-mentioned measuresdate enacted, events adopted or circumstances shall result in an increase in the cost to UBS AG, Stamford Branch, in its capacity as Issuing Lender, of making, issuing, maintaining, amending or funding the Letter of Credit, or taking any other action with respect to the Letter of Credit contemplated under this Agreement, or a reduction in the amount of principal or interest or Utilization Fees received or receivable by UBS AG, Stamford Branch, in its capacity as Issuing Lender, in respect thereof, the Borrower agrees to pay to UBS AG, Stamford Branch, in its capacity as Issuing Lender, an amount equal to such additional cost, reduction, other loss or damage or foregone interest or other amount; provided, that UBS AG, Stamford Branch, in its capacity as Issuing Lender, shall only exercise its rights under this Section 2.04(a) if it exercises such rights under all other similar transactions to which it is a partyissued.

Increased Costs. In (a) Notwithstanding any other provision herein, but subject to Section 11.12, if any Governmental Requirement or the event that by reason introduction or effectiveness of any change after the Amendment Closing Date in applicable law, rule or regulation of any Swiss Governmental Authority with authority over Swiss banks Requirement or any U.S. change in any Governmental Authority with authority over non-U.S. banks with U.S. banking business (each, an “Applicable Governmental Authority”) Requirement or in the interpretation thereof by any Applicable Governmental Authority charged with the administration, application or interpretation administration thereof, or compliance by reason of the adoption any Lender (or enactment, as of and following the Amendment Closing Date, any lending office of any requirement, Lender) with any applicable guideline or request from any central bank or directive Governmental Authority (whether or not having the force of lawa Governmental Requirement) of any such Applicable Governmental Authority with respect to this Agreement that either (i) shall impose, modify or deem make applicable any reserve, special deposit assessment or insurance fee deposit, capital adequacy or similar requirement against assets of, deposits with loans made or for the account of, or credit extended commitments entered into by UBS AG, Stamford Branch, in its capacity as Issuing a Lender, or (ii) shall subject UBS AG, Stamford Branch, in its capacity as Issuing Lender, or its Controlling Persons to impose on any tax, levy, impost, charge, fee, duty, deduction or withholding Lender any other conditions affecting this Agreement; and the result of any kind whatsoever of the foregoing affects or would have the effect of reducing the rate of return on such Lender’s capital as a consequence of its obligations hereunder to a level below that which such Lender could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s policies with respect to capital adequacy) then, subject to Section 11.12 hereof, Borrower shall pay to Agent, for the Letter benefit of Creditsuch Lender, this Agreement such additional amount or any other Transaction Document, or change amounts as will compensate such Lender for such actual reduction suffered. Notwithstanding the basis of taxation of UBS AG, Stamford Branchforegoing, in its capacity as Issuing Lender, with respect to any amounts no event shall the compensation payable under this Agreement Section 4.6 (in either case, except for Indemnified Taxes or Other Taxes indemnifiable under Section 2.05 and the imposition of, or any change in the rate of, any Excluded Tax payable by the Issuing Lender); and if any of the above-mentioned measures, events or circumstances shall result in an increase in the cost to UBS AG, Stamford Branch, in its capacity as Issuing Lender, of making, issuing, maintaining, amending or funding the Letter of Credit, or taking any other action with respect to the Letter of Credit contemplated extent, if any, constituting interest under applicable laws) together with all amounts constituting interest under applicable laws and payable in connection with this Agreement, the Term Loan Note and the other Loan Documents, exceed the Highest Lawful Rate. CREDIT AGREEMENT - TERM LOAN (HII Technologies) (b) Agent will notify Borrower of any event which will entitle any Lender to compensation pursuant to subsection (a) above. A certificate of such Lender setting forth in reasonable detail such amount or a reduction amounts as shall be necessary to compensate such Lender as specified in the amount of principal or interest or Utilization Fees received or receivable by UBS AG, Stamford Branch, in its capacity as Issuing Lender, in respect thereof, the subsection (a) above shall be conclusive absent manifest error. Borrower agrees to pay to UBS AGAgent, Stamford Branch, in its capacity as Issuing for the benefit of such Lender, an for the account of such Lender the amount equal to shown as due on any such additional cost, reduction, other loss or damage or foregone interest or other amount; provided, that UBS AG, Stamford Branch, in certificate within fifteen (15) days after its capacity as Issuing Lender, shall only exercise its rights under this Section 2.04(a) if it exercises such rights under all other similar transactions to which it is a partyreceipt of the same.

Increased Costs. In (a) Notwithstanding any other provision herein, but subject to Section 11.12, if after the event that by reason date of this Agreement the introduction of or change in any applicable Governmental Regulation or any change after the Amendment Closing Date in applicable law, rule or regulation of any Swiss Governmental Authority with authority over Swiss banks or any U.S. Governmental Authority with authority over non-U.S. banks with U.S. banking business (each, an “Applicable Governmental Authority”) Regulation or in the interpretation thereof by any Applicable Governmental Authority charged with the administration, application or interpretation administration thereof, or compliance by reason Lender (or any lending office of the adoption Lender) with any applicable guideline or enactment, as of and following the Amendment Closing Date, of request from any requirement, request central bank or directive Governmental Authority (whether or not having the force of lawa Governmental Regulation) of any such Applicable Governmental Authority with respect to this Agreement that either (i) shall impose, modify or deem make applicable any reserve, special deposit assessment or insurance fee deposit, capital adequacy or similar requirement against assets of, deposits with loans made or for the account of, or credit extended commitments entered into by UBS AG, Stamford Branch, in its capacity as Issuing Lender, or (ii) shall subject UBS AG, Stamford Branch, in its capacity as Issuing Lender, or its Controlling Persons to impose on Lender any tax, levy, impost, charge, fee, duty, deduction or withholding other conditions affecting this Agreement; and the result of any kind whatsoever of the foregoing affects or would have the effect of reducing the rate of return on Lender’s capital as a consequence of its obligations hereunder to a level below that which Lender could have achieved but for such adoption, change or compliance (taking into consideration Lender’s policies with respect to capital adequacy) then, subject to Section 11.12 hereof, Borrower shall pay to Lender such additional amount or amounts as will compensate Lender for such reduction. Notwithstanding the Letter of Credit, this Agreement or any other Transaction Document, or change the basis of taxation of UBS AG, Stamford Branchforegoing, in its capacity as Issuing Lender, with respect to any amounts no event shall the compensation payable under this Agreement Section 4.6 (in either case, except for Indemnified Taxes or Other Taxes indemnifiable under Section 2.05 and the imposition of, or any change in the rate of, any Excluded Tax payable by the Issuing Lender); and if any of the above-mentioned measures, events or circumstances shall result in an increase in the cost to UBS AG, Stamford Branch, in its capacity as Issuing Lender, of making, issuing, maintaining, amending or funding the Letter of Credit, or taking any other action with respect to the Letter of Credit contemplated extent, if any, constituting interest under applicable laws) together with all amounts constituting interest under applicable laws and payable in connection with this Agreement, the Note and the other Loan Documents, exceed the Highest Lawful Rate. SECOND AMENDED AND RESTATED CREDIT AGREEMENT – TYLER TECHNOLOGIES, INC. (b) Lender will notify Borrower of any event which will entitle Lender to compensation pursuant to subsection (a) above. A certificate of Lender setting forth in reasonable detail such amount or a reduction amounts as shall be necessary to compensate Lender as specified in the amount of principal or interest or Utilization Fees received or receivable by UBS AG, Stamford Branch, in its capacity as Issuing Lender, in respect thereof, the subsection (a) above shall be conclusive absent manifest error. Borrower agrees to pay to UBS AG, Stamford Branch, in Lender for the account of Lender the amount shown as due on any such certificate within fifteen (15) days after its capacity as Issuing Lender, an amount equal to such additional cost, reduction, other loss or damage or foregone interest or other amount; provided, that UBS AG, Stamford Branch, in its capacity as Issuing Lender, shall only exercise its rights receipt of the same Lender may not make any claim for compensation under this Section 2.04(a4.6 by reason of any increased costs or reduction of return incurred or suffered by Lender more than ninety (90) if it exercises days prior to the date on which such rights under all other similar transactions to which it certificate is a party.received by Borrower..

Increased Costs. In The Borrower shall pay to the event that Liquidity Provider from time to time such amounts as may be necessary to compensate the Liquidity Provider for any increased costs incurred by reason the Liquidity Provider which are attributable to its making or maintaining any Advances hereunder or its obligation to make any such Advances hereunder, or any reduction in any amount receivable by the Liquidity Provider under this Agreement or the Intercreditor Agreement in respect of any such Advances or such obligation (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), resulting from any change after the Amendment Closing Date date of this Agreement in applicable lawU.S. federal, rule or regulation of any Swiss Governmental Authority with authority over Swiss banks or any U.S. Governmental Authority with authority over non-U.S. banks with U.S. banking business (eachstate, an “Applicable Governmental Authority”) or in the interpretation thereof by any Applicable Governmental Authority charged with the administration, application or interpretation thereofmunicipal, or by reason foreign laws or regulations (including Regulation D of the Board of Governors of the Federal Reserve System), or the adoption or enactment, as making after the date of and following the Amendment Closing Date, this Agreement of any requirementinterpretations, request directives, or directive requirements applying to a class of banks including the Liquidity Provider under any U.S. federal, state, municipal, or any foreign laws or regulations (whether or not having the force of law) of by any such Applicable Governmental Authority court, central bank or monetary authority charged with respect to this Agreement that shall imposethe interpretation or administration thereof (a “Regulatory Change”), modify or deem applicable any reserve, special deposit assessment or insurance fee or similar requirement against assets of, deposits with or for the account of, or credit extended by UBS AG, Stamford Branch, in its capacity as Issuing Lender, or shall subject UBS AG, Stamford Branch, in its capacity as Issuing Lender, or its Controlling Persons to any tax, levy, impost, charge, fee, duty, deduction or withholding of any kind whatsoever with respect to the Letter of Credit, this Agreement or any other Transaction Document, or change which: (1) changes the basis of taxation of UBS AG, Stamford Branch, in its capacity as Issuing Lender, with respect to any amounts payable to the Liquidity Provider under this Agreement in respect of any such Advances or such obligation (in either caseother than Excluded Taxes); or (2) imposes or modifies any reserve, except for Indemnified Taxes special deposit, compulsory loan or Other Taxes indemnifiable under Section 2.05 and the imposition similar requirements relating to any extensions of credit or other assets of, or any change deposits with other liabilities of, the Liquidity Provider (including any such Advances or such obligation or any deposits referred to in the rate definition of LIBOR Rate or related definitions). For the avoidance of doubt, any Regulatory Changes based on the consultative papers of The Basel Committee on Banking Supervision of December 2009 entitled “Strengthening the resilience of the banking sector” and “International framework for liquidity risk measurement, standards and monitoring”, in each case together with any amendments thereto (collectively, “Basel III”), will not be treated, for purposes of determining whether the Liquidity Provider is entitled to compensation under this Section 3.01, as having been adopted or having come into effect before the date hereof, and any such Regulatory Changes based on Basel III shall be determined to be adopted only when the national banking supervisory authorities, or other relevant administrative or legislative bodies having primary jurisdiction or regulatory authority over the Liquidity Provider, adopt any such Regulatory Changes based on Basel III in the primary jurisdiction of the Liquidity Provider. The Liquidity Provider agrees to use reasonable efforts (consistent with applicable legal and regulatory restrictions) to change the jurisdiction of its Facility Office if making such change would avoid the need for, or reduce the amount of, any Excluded Tax amount payable by the Issuing Lender); and if any of the above-mentioned measures, events or circumstances shall result in an increase in the cost to UBS AG, Stamford Branch, in its capacity as Issuing Lender, of making, issuing, maintaining, amending or funding the Letter of Credit, or taking any other action with respect to the Letter of Credit contemplated under this Agreement, or a reduction in the amount of principal or interest or Utilization Fees received or receivable by UBS AG, Stamford Branch, in its capacity as Issuing Lender, in respect thereof, the Borrower agrees to pay to UBS AG, Stamford Branch, in its capacity as Issuing Lender, an amount equal to such additional cost, reduction, other loss or damage or foregone interest or other amount; provided, that UBS AG, Stamford Branch, in its capacity as Issuing Lender, shall only exercise its rights under this Section 2.04(a) if that may thereafter accrue and would not, in the reasonable judgment of the Liquidity Provider, be otherwise disadvantageous to the Liquidity Provider. The Liquidity Provider will notify the Borrower of any event occurring after the date of this Agreement that will entitle the Liquidity Provider to compensation pursuant to this Section 3.01 as promptly as practicable after it exercises obtains knowledge thereof and determines to request such rights compensation, which notice shall describe in reasonable detail the calculation of the amounts owed under all other similar transactions this Section. Determinations by the Liquidity Provider for purposes of this Section 3.01 of the effect of any Regulatory Change on its costs of making or maintaining Advances or on amounts receivable by it in respect of Advances, and of the additional amounts [Revolving Credit Agreement (2020-1B)] required to compensate the Liquidity Provider in respect of any Additional Costs, shall be prima facie evidence of the amount owed under this Section. Notwithstanding the preceding two paragraphs, the Liquidity Provider and the Subordination Agent agree that any Liquidity Provider, or permitted assignee or participant thereof, which it is not a partybank shall not be entitled to the benefits of the preceding two paragraphs (but without limiting the provisions of Section 7.08 hereof).

Increased Costs. In The Borrower shall pay to the event that Liquidity Provider from time to time such amounts as may be necessary to compensate the Liquidity Provider for any increased costs incurred by reason the Liquidity Provider which are attributable to its making or maintaining any Advances hereunder or its obligation to make any such Advances hereunder, or any reduction in any amount receivable by the Liquidity Provider under this Agreement or the Intercreditor Agreement in respect of any such Advances or such obligation (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), resulting from any change after the Amendment Closing Date date of this Agreement in applicable lawU.S. federal, rule or regulation of any Swiss Governmental Authority with authority over Swiss banks or any U.S. Governmental Authority with authority over non-U.S. banks with U.S. banking business (eachstate, an “Applicable Governmental Authority”) or in the interpretation thereof by any Applicable Governmental Authority charged with the administration, application or interpretation thereofmunicipal, or by reason foreign laws or regulations (including Regulation D of the Board of Governors of the Federal Reserve System), or the adoption or enactment, as making after the date of and following the Amendment Closing Date, this Agreement of any requirementinterpretations, request directives, or directive requirements applying to a class of banks including the Liquidity Provider under any U.S. federal, state, municipal, or any foreign laws or regulations (whether or not having the force of law) of by any such Applicable Governmental Authority court, central bank or monetary authority charged with respect to this Agreement that shall imposethe interpretation or administration thereof (a “Regulatory Change”), modify or deem applicable any reserve, special deposit assessment or insurance fee or similar requirement against assets of, deposits with or for the account of, or credit extended by UBS AG, Stamford Branch, in its capacity as Issuing Lender, or shall subject UBS AG, Stamford Branch, in its capacity as Issuing Lender, or its Controlling Persons to any tax, levy, impost, charge, fee, duty, deduction or withholding of any kind whatsoever with respect to the Letter of Credit, this Agreement or any other Transaction Document, or change which: (1) changes the basis of taxation of UBS AG, Stamford Branch, in its capacity as Issuing Lender, with respect to any amounts payable to the Liquidity Provider under this Agreement in respect of any such Advances or such obligation (in either caseother than Excluded Taxes); or (2) imposes or modifies any reserve, except for Indemnified Taxes special deposit, compulsory loan or Other Taxes indemnifiable under Section 2.05 and the imposition similar requirements relating to any extensions of credit or other assets of, or any change deposits with other liabilities of, the Liquidity Provider (including any such Advances or such obligation or any deposits referred to in the rate definition of LIBOR Rate or related definitions). For the avoidance of doubt, any Regulatory Changes based on the consultative papers of The Basel Committee on Banking Supervision of December 2009 entitled “Strengthening the resilience of the banking sector” and “International framework for liquidity risk measurement, standards and monitoring”, in each case together with any amendments thereto (collectively, “Basel III”), will not be treated, for purposes of determining whether the Liquidity Provider is entitled to compensation under this Section 3.01, as having been adopted or having come into effect before the date hereof, and any such Regulatory Changes based on Basel III shall be determined to be adopted only when the national banking supervisory authorities, or other relevant administrative or legislative bodies having primary jurisdiction or regulatory authority over the Liquidity Provider, adopt any such Regulatory Changes based on Basel III in the primary jurisdiction of the Liquidity Provider. The Liquidity Provider agrees to use reasonable efforts (consistent with applicable legal and regulatory restrictions) to change the jurisdiction of its Facility Office if making such change would avoid the need for, or reduce the amount of, any Excluded Tax amount payable by the Issuing Lender); and if any of the above-mentioned measures, events or circumstances shall result in an increase in the cost to UBS AG, Stamford Branch, in its capacity as Issuing Lender, of making, issuing, maintaining, amending or funding the Letter of Credit, or taking any other action with respect to the Letter of Credit contemplated under this Agreement, or a reduction in the amount of principal or interest or Utilization Fees received or receivable by UBS AG, Stamford Branch, in its capacity as Issuing Lender, in respect thereof, the Borrower agrees to pay to UBS AG, Stamford Branch, in its capacity as Issuing Lender, an amount equal to such additional cost, reduction, other loss or damage or foregone interest or other amount; provided, that UBS AG, Stamford Branch, in its capacity as Issuing Lender, shall only exercise its rights under this Section 2.04(a) if that may thereafter accrue and would not, in the reasonable judgment of the Liquidity Provider, be otherwise disadvantageous to the Liquidity Provider. The Liquidity Provider will notify the Borrower of any event occurring after the date of this Agreement that will entitle the Liquidity Provider to compensation pursuant to this Section 3.01 as promptly as practicable after it exercises obtains knowledge thereof and determines to request such rights compensation, which notice shall describe in reasonable detail the calculation of the amounts owed under all other similar transactions this Section. Determinations by the Liquidity Provider for purposes of this Section 3.01 of the effect of any Regulatory Change on its costs of making or maintaining Advances or on amounts receivable by it in respect of Advances, and of the additional amounts BACK [Revolving Credit Agreement (2016-1A)] required to compensate the Liquidity Provider in respect of any Additional Costs, shall be prima facie evidence of the amount owed under this Section. Notwithstanding the preceding two paragraphs, the Liquidity Provider and the Subordination Agent agree that any permitted assignee or participant of the initial Liquidity Provider which it is not a partybank shall not be entitled to the benefits of the preceding two paragraphs (but without limiting the provisions of Section 7.08 hereof).

Increased Costs. In The Borrower shall pay to the event that Liquidity Provider from time to time such amounts as may be necessary to compensate the Liquidity Provider for any increased costs incurred by reason the Liquidity Provider which are attributable to its making or maintaining any LIBOR Advances hereunder or its obligation to make any such Advances hereunder, or any reduction in any amount receivable by the Liquidity Provider under this Agreement or the Intercreditor Agreement in respect of any such Advances or such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any change after the Amendment Closing Date date of this Agreement in applicable lawU.S. federal, rule or regulation of any Swiss Governmental Authority with authority over Swiss banks or any U.S. Governmental Authority with authority over non-U.S. banks with U.S. banking business (eachstate, an “Applicable Governmental Authority”) or in the interpretation thereof by any Applicable Governmental Authority charged with the administration, application or interpretation thereofmunicipal, or by reason foreign laws or regulations (including Regulation D of the Board of Governors of the Federal Reserve System), or the adoption or enactment, as making after the date of and following the Amendment Closing Date, this Agreement of any requirementinterpretations, request directives, or directive requirements applying to a class of banks including the Liquidity Provider under any U.S. federal, state, municipal, or any foreign laws or regulations (whether or not having the force of law) of by any such Applicable Governmental Authority court, central bank or monetary authority charged with respect to this Agreement that shall imposethe interpretation or administration thereof (a " Regulatory Change"), modify or deem applicable any reserve, special deposit assessment or insurance fee or similar requirement against assets of, deposits with or for the account of, or credit extended by UBS AG, Stamford Branch, in its capacity as Issuing Lender, or shall subject UBS AG, Stamford Branch, in its capacity as Issuing Lender, or its Controlling Persons to any tax, levy, impost, charge, fee, duty, deduction or withholding of any kind whatsoever with respect to the Letter of Credit, this Agreement or any other Transaction Document, or change which: (1) changes the basis of taxation of UBS AG, Stamford Branch, in its capacity as Issuing Lender, with respect to any amounts payable to the Liquidity Provider under this Agreement in respect of any such Advances (in either caseother than Excluded Taxes); or (2) imposes or modifies any reserve, except for Indemnified Taxes special deposit, compulsory loan or Other Taxes indemnifiable under Section 2.05 and the imposition similar requirements relating to any extensions of credit or other assets of, or any change deposits with other liabilities of, the Liquidity Provider (including any such Advances or any deposits referred to in the rate definition of LIBOR Rate or related definitions). The Liquidity Provider agrees to use reasonable efforts (consistent with applicable legal and regulatory restrictions) to change the jurisdiction of its Lending Office if making such change would avoid the need for, or reduce the amount of, any Excluded Tax amount payable by the Issuing Lender); and if any of the above-mentioned measures, events or circumstances shall result in an increase in the cost to UBS AG, Stamford Branch, in its capacity as Issuing Lender, of making, issuing, maintaining, amending or funding the Letter of Credit, or taking any other action with respect to the Letter of Credit contemplated under this Agreement, or a reduction in the amount of principal or interest or Utilization Fees received or receivable by UBS AG, Stamford Branch, in its capacity as Issuing Lender, in respect thereof, the Borrower agrees to pay to UBS AG, Stamford Branch, in its capacity as Issuing Lender, an amount equal to such additional cost, reduction, other loss or damage or foregone interest or other amount; provided, that UBS AG, Stamford Branch, in its capacity as Issuing Lender, shall only exercise its rights under this Section 2.04(a) if it exercises such rights under all other similar transactions that may thereafter accrue and would not, in the reasonable judgment of the Liquidity Provider, be otherwise disadvantageous to which it is a partythe Liquidity Provider.

Increased Costs. In If, due to the event that by reason of any change after the Amendment Closing Date in applicable law, rule or regulation of any Swiss Governmental Authority with authority over Swiss banks or any U.S. Governmental Authority with authority over non-U.S. banks with U.S. banking business (each, an “Applicable Governmental Authority”) or in the interpretation thereof by any Applicable Governmental Authority charged with the administration, application or interpretation thereof, or by reason of the adoption or enactment, as of and following the Amendment Closing Date, of any requirement, request or directive (whether or not having the force of law) of any such Applicable Governmental Authority with respect to this Agreement that shall impose, modify or deem applicable any reserve, special deposit assessment or insurance fee or similar requirement against assets of, deposits with or for the account introduction of, or credit extended by UBS AG, Stamford Branch, in its capacity as Issuing Lender, or shall subject UBS AG, Stamford Branch, in its capacity as Issuing Lender, or its Controlling Persons to any tax, levy, impost, charge, fee, duty, deduction or withholding of any kind whatsoever with respect to the Letter of Credit, this Agreement or any other Transaction Document, or change the basis of taxation of UBS AG, Stamford Branch, in its capacity as Issuing Lender, with respect to any amounts payable under this Agreement (in either case, except for Indemnified Taxes or Other Taxes indemnifiable under Section 2.05 and the imposition ofin, or any change in the rate interpretation of, any Excluded Tax payable law or regulation by the Issuing Lender); and if any of the above-mentioned measurescourt or administrative or governmental authority charged with administration thereof, events or circumstances there shall result in be an increase in the cost to UBS AG, Stamford Branch, in its capacity as Issuing Lender, the Lender of making, issuing, maintaining, amending funding or funding maintaining any Advance or the Letter of CreditMaximum Availability hereunder or the Lender shall be required to make a payment calculated by reference to the principal of, or taking interest on, any Advance made by it or the Maximum Availability (other action with respect to the Letter of Credit contemplated under this Agreementthan any such increased cost, or a reduction in the amount receivable, or payment required to be made resulting from the imposition or an increase in the rate of principal or interest or Utilization Fees received or receivable any Taxes) and the Lender is imposing such costs on similarly situated borrowers and facilities, then the Borrower shall, from time to time, upon demand by UBS AG, Stamford Branch, in its capacity as Issuing the Lender, pay additional amounts sufficient to compensate the Lender for any such increased cost or fully and finally prepay all amounts outstanding with accrued interest and accrued Fees (but without payment of any additional fee); provided, however, that the Borrower shall not be liable for any such amounts set forth above which were incurred more than 180 days prior to the Lender’s notice to the Borrower requesting payment of such additional amounts. A certificate of an officer of the Lender as to the amount of such increased cost actually incurred by the Lender (and the calculation thereof) submitted to the Borrower shall be conclusive and binding for all purposes, absent manifest error. Notwithstanding anything contained in respect thereofthis Agreement to the contrary, if the Lender makes a demand for payment pursuant to the terms of this Section 2.09, the Borrower agrees shall have the right, solely for such reason, to prepay in full the Principal Amount of all Advances (together with all accrued and unpaid interest thereon and related costs and expenses) and terminate the Availability and this Agreement on not less than 30 calendar days’ written notice to the Lender and the Borrower shall not be required to pay to UBS AG, Stamford Branch, the prepayment premiums and/or fees set forth in its capacity as Issuing Lender, an amount equal to Section 4.01(a) hereof in connection with such additional cost, reduction, other loss or damage or foregone interest or other amount; provided, that UBS AG, Stamford Branch, in its capacity as Issuing Lender, shall only exercise its rights under this Section 2.04(a) if it exercises such rights under all other similar transactions to which it is a partyprepayment.

Increased Costs. In The Borrower shall pay to the event that --------------- Liquidity Provider from time to time such amounts as may be necessary to compensate the Liquidity Provider for any costs incurred by reason the Liquidity Provider which are attributable to its making or maintaining any Advances hereunder or its obligation to make any such Advances hereunder, or any reduction in any amount receivable by the Liquidity Provider under this Agreement or the Intercreditor Agreement in respect of any such Advances or such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any change after the Amendment Closing Date date of ---------------- this Agreement in applicable lawU.S. federal, rule state, or regulation of any Swiss Governmental Authority with authority over Swiss banks municipal, or any U.S. Governmental Authority with authority over non-U.S. banks with U.S. banking business (each, an “Applicable Governmental Authority”) foreign laws or in the interpretation thereof by any Applicable Governmental Authority charged with the administration, application or interpretation thereofregulations, or by reason of the adoption or enactment, as of and following the Amendment Closing Date, making after such date of any requirementinterpretation, regulation, directive, guideline, requirement or request or directive (whether or not having the force of law, by any court or governmental or monetary authority charged with the interpretation or administration thereof (a "Regulatory Change"), ----------------- which: (1) of any such Applicable Governmental Authority with respect to this Agreement that shall impose, modify or deem applicable any reserve, special deposit assessment or insurance fee or similar requirement against assets of, deposits with or for the account of, or credit extended by UBS AG, Stamford Branch, in its capacity as Issuing Lender, or shall subject UBS AG, Stamford Branch, in its capacity as Issuing Lender, or its Controlling Persons to any tax, levy, impost, charge, fee, duty, deduction or withholding of any kind whatsoever with respect to the Letter of Credit, this Agreement or any other Transaction Document, or change changes the basis of taxation of UBS AG, Stamford Branch, in its capacity as Issuing Lender, with respect to any amounts payable to the Liquidity Provider under this Agreement in respect of any such Advances or such obligation (in either case, except for Indemnified other than Excluded Taxes or Other Taxes indemnifiable under Section 2.05 and the imposition any Non-Excluded Taxes; or (2) imposes or modifies any reserve, special deposit, compulsory loan or similar requirements relating to any extensions of credit or other assets of, or any change deposits with other liabilities of, the Liquidity Provider (including any such Advances or such obligation or any deposits referred to in the rate definition of LIBOR or related definitions). The Liquidity Provider agrees to use reasonable efforts (consistent with its internal policy and applicable legal and regulatory restrictions) to change the jurisdiction of its Lending Office if making such change would avoid the need for, or reduce the amount of, any Excluded Tax amount payable by the Issuing Lender); and if any of the above-mentioned measures, events or circumstances shall result in an increase in the cost to UBS AG, Stamford Branch, in its capacity as Issuing Lender, of making, issuing, maintaining, amending or funding the Letter of Credit, or taking any other action with respect to the Letter of Credit contemplated under this Agreement, or a reduction in the amount of principal or interest or Utilization Fees received or receivable by UBS AG, Stamford Branch, in its capacity as Issuing Lender, in respect thereof, the Borrower agrees to pay to UBS AG, Stamford Branch, in its capacity as Issuing Lender, an amount equal to such additional cost, reduction, other loss or damage or foregone interest or other amount; provided, that UBS AG, Stamford Branch, in its capacity as Issuing Lender, shall only exercise its rights under this Section 2.04(a) if 3.01 that may thereafter accrue and would not, in the ------------ reasonable judgment of the Liquidity Provider, be otherwise disadvantageous to the Liquidity Provider. The Liquidity Provider shall notify the Borrower of any event occurring after the date of this Agreement that shall entitle the Liquidity Provider to compensation pursuant to this Section 3.01 as promptly as ------------ practicable after it exercises obtains knowledge thereof and determines to request such rights compensation, which notice shall describe in reasonable detail the calculation of the amounts owed under all other similar transactions this Section 3.01. Determinations by the Liquidity ------------ Provider for purposes of this Section 3.01 of the effect of any Regulatory ------------ Change on its costs of making or maintaining Advances or on amounts receivable by it in respect of Advances, and of the additional amounts required to which it compensate the Liquidity Provider in respect of any Additional Costs, shall be prima facie evidence of the amount owed under this Section 3.01. ------------ Notwithstanding the preceding two paragraphs, the Liquidity Provider and the Subordination Agent agree that any permitted assignee or participant of the initial Liquidity Provider UAL EETC SERIES 2000-1 B REVOLVING CREDIT AGREEMENT that is not a party.bank shall not be entitled to the benefits of the preceding two paragraphs (but without limiting the provisions of Section 7.08 hereof). ------------

Increased Costs. In The Borrower shall pay to the event that Liquidity Provider from time to time such amounts as may be necessary to compensate the Liquidity Provider for any increased costs incurred by reason the Liquidity Provider which are attributable to its making or maintaining any Advances hereunder or its obligation to make any such Advances hereunder, or any reduction in any amount receivable by the Liquidity Provider under this Agreement or the Intercreditor Agreement in respect of any such Advances or such obligation (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), resulting from any change after the Amendment Closing Date date of this Agreement in applicable lawU.S. federal, rule or regulation of any Swiss Governmental Authority with authority over Swiss banks or any U.S. Governmental Authority with authority over non-U.S. banks with U.S. banking business (eachstate, an “Applicable Governmental Authority”) or in the interpretation thereof by any Applicable Governmental Authority charged with the administration, application or interpretation thereofmunicipal, or by reason foreign laws or regulations (including Regulation D of the Board of Governors of the Federal Reserve System), or the adoption or enactment, as making after the date of and following the Amendment Closing Date, this Agreement of any requirementinterpretations, request [Revolving Credit Agreement (2020-1A) directives, or directive requirements applying to a class of banks including the Liquidity Provider under any U.S. federal, state, municipal, or any foreign laws or regulations (whether or not having the force of law) of by any such Applicable Governmental Authority court, central bank or monetary authority charged with respect to this Agreement that shall imposethe interpretation or administration thereof (a “Regulatory Change”), modify or deem applicable any reserve, special deposit assessment or insurance fee or similar requirement against assets of, deposits with or for the account of, or credit extended by UBS AG, Stamford Branch, in its capacity as Issuing Lender, or shall subject UBS AG, Stamford Branch, in its capacity as Issuing Lender, or its Controlling Persons to any tax, levy, impost, charge, fee, duty, deduction or withholding of any kind whatsoever with respect to the Letter of Credit, this Agreement or any other Transaction Document, or change which: (1) changes the basis of taxation of UBS AG, Stamford Branch, in its capacity as Issuing Lender, with respect to any amounts payable to the Liquidity Provider under this Agreement in respect of any such Advances or such obligation (in either caseother than Excluded Taxes); or (2) imposes or modifies any reserve, except for Indemnified Taxes special deposit, compulsory loan or Other Taxes indemnifiable under Section 2.05 and the imposition similar requirements relating to any extensions of credit or other assets of, or any change deposits with other liabilities of, the Liquidity Provider (including any such Advances or such obligation or any deposits referred to in the rate definition of LIBOR Rate or related definitions). For the avoidance of doubt, any Regulatory Changes based on the consultative papers of The Basel Committee on Banking Supervision of December 2009 entitled “Strengthening the resilience of the banking sector” and “International framework for liquidity risk measurement, standards and monitoring”, in each case together with any amendments thereto (collectively, “Basel III”), will not be treated, for purposes of determining whether the Liquidity Provider is entitled to compensation under this Section 3.01, as having been adopted or having come into effect before the date hereof, and any such Regulatory Changes based on Basel III shall be determined to be adopted only when the national banking supervisory authorities, or other relevant administrative or legislative bodies having primary jurisdiction or regulatory authority over the Liquidity Provider, adopt any such Regulatory Changes based on Basel III in the primary jurisdiction of the Liquidity Provider. The Liquidity Provider agrees to use reasonable efforts (consistent with applicable legal and regulatory restrictions) to change the jurisdiction of its Facility Office if making such change would avoid the need for, or reduce the amount of, any Excluded Tax amount payable by the Issuing Lender); and if any of the above-mentioned measures, events or circumstances shall result in an increase in the cost to UBS AG, Stamford Branch, in its capacity as Issuing Lender, of making, issuing, maintaining, amending or funding the Letter of Credit, or taking any other action with respect to the Letter of Credit contemplated under this Agreement, or a reduction in the amount of principal or interest or Utilization Fees received or receivable by UBS AG, Stamford Branch, in its capacity as Issuing Lender, in respect thereof, the Borrower agrees to pay to UBS AG, Stamford Branch, in its capacity as Issuing Lender, an amount equal to such additional cost, reduction, other loss or damage or foregone interest or other amount; provided, that UBS AG, Stamford Branch, in its capacity as Issuing Lender, shall only exercise its rights under this Section 2.04(a) if that may thereafter accrue and would not, in the reasonable judgment of the Liquidity Provider, be otherwise disadvantageous to the Liquidity Provider. The Liquidity Provider will notify the Borrower of any event occurring after the date of this Agreement that will entitle the Liquidity Provider to compensation pursuant to this Section 3.01 as promptly as practicable after it exercises obtains knowledge thereof and determines to request such rights compensation, which notice shall describe in reasonable detail the calculation of the amounts owed under all other similar transactions this Section. Determinations by the Liquidity Provider for purposes of this Section 3.01 of the effect of any Regulatory Change on its costs of making or maintaining Advances or on amounts receivable by it in respect of Advances, and of the additional amounts required to compensate the Liquidity Provider in respect of any Additional Costs, shall be prima facie evidence of the amount owed under this Section. Notwithstanding the preceding two paragraphs, the Liquidity Provider and the Subordination Agent agree that any Liquidity Provider, or permitted assignee or participant thereof, which it is not a partybank shall not be entitled to the benefits of the preceding two paragraphs (but without limiting the provisions of Section 7.08 hereof).

Increased Costs. In the event that by reason Without duplication of any change after the Amendment Closing Date in applicable lawrights created by Section 3.03, rule or regulation if as a result of any Swiss Governmental Authority with authority over Swiss banks or Regulatory Change there shall be any U.S. Governmental Authority with authority over non-U.S. banks with U.S. banking business (each, increase by an “Applicable Governmental Authority”) or amount reasonably deemed by the Liquidity Provider to be material in the interpretation thereof by actual cost to the Liquidity Provider of making, funding or maintaining any Applicable Governmental Authority charged with the administration, application Advances or interpretation thereof, or by reason of the adoption or enactment, as of and following the Amendment Closing Date, of any requirement, request or directive (whether or not having the force of law) of its obligation to make any such Applicable Governmental Authority with respect Advances or there shall be any reduction by an amount reasonably deemed by the Liquidity Provider to this Agreement that shall impose, modify or deem applicable any reserve, special deposit assessment or insurance fee or similar requirement against assets of, deposits with or for be material in the account of, or credit extended amount receivable by UBS AG, Stamford Branch, in its capacity as Issuing Lender, or shall subject UBS AG, Stamford Branch, in its capacity as Issuing Lender, or its Controlling Persons to any tax, levy, impost, charge, fee, duty, deduction or withholding of any kind whatsoever with respect to the Letter of Credit, Liquidity Provider under this Agreement or any other Transaction Document, or change the basis of taxation of UBS AG, Stamford Branch, in its capacity as Issuing Lender, with respect to any amounts payable under this Intercreditor Agreement (in either case, except for Indemnified Taxes or Other Taxes indemnifiable under Section 2.05 and the imposition of, or any change in the rate of, any Excluded Tax payable by the Issuing Lender); and if any of the above-mentioned measures, events or circumstances shall result in an increase in the cost to UBS AG, Stamford Branch, in its capacity as Issuing Lender, of making, issuing, maintaining, amending or funding the Letter of Credit, or taking any other action with respect to the Letter of Credit contemplated under this Agreement, or a reduction in the amount of principal or interest or Utilization Fees received or receivable by UBS AG, Stamford Branch, in its capacity as Issuing Lender, in respect thereof, and in case of either such an increase or reduction, such event does not arise from the gross negligence or willful misconduct of the Liquidity Provider, from its breach of any of its representations, warranties, covenants or agreements contained herein or in the Intercreditor Agreement or from its failure to comply with any such Regulatory Change (any such increase or reduction being referred to herein as an “Increased Cost”), then, subject to Sections 2.07 and 2.09, the Borrower agrees shall from time to time pay to UBS AG, Stamford Branch, in its capacity as Issuing Lender, the Liquidity Provider an amount equal to such additional costIncreased Cost within 10 Business Days after delivery to the Borrower and Delta of a certificate of an officer of the Liquidity Provider describing in reasonable detail the event by reason of which it claims such Increased Cost and the basis for the determination of the amount of such Increased Cost; provided that the Borrower shall be obligated to pay amounts only with respect to any Increased Costs accruing from the date 120 days prior to the date of delivery of such certificate. Such certificate, reductionin the absence of manifest error, other loss shall be considered prima facie evidence of the amount of the Increased Costs for purposes of this Agreement; provided that any determinations and allocations by the Liquidity Provider of the effect of any Regulatory Change on the costs of maintaining the Advances or damage the obligation to make Advances are made on a reasonable basis. For the avoidance of doubt, the Revolving Credit Agreement (Class AA) (Delta 2020-1 EETC) Liquidity Provider shall not be entitled to assert any claim under this Section 3.01 in respect of or foregone interest attributable to Excluded Taxes. The Liquidity Provider will notify the Borrower and Delta as promptly as practicable of any event occurring after the date of this Agreement that will entitle the Liquidity Provider to compensation under this Section 3.01. The Liquidity Provider agrees to investigate all commercially reasonable alternatives for reducing any Increased Costs and to use all commercially reasonable efforts to avoid or minimize, to the greatest extent possible, any claim in respect of Increased Costs, including, without limitation, by designating a different Lending Office, if such designation or other amountaction would avoid the need for, or reduce the amount of, any such claim; provided, provided that UBS AG, Stamford Branchthe foregoing shall not obligate the Liquidity Provider to take any action that would, in its capacity as Issuing Lenderreasonable judgment, cause the Liquidity Provider to take any action that is not materially consistent with its internal policies or is otherwise materially disadvantageous to the Liquidity Provider or that would cause the Liquidity Provider to incur any material loss or cost, unless the Borrower or Delta agrees to reimburse or indemnify the Liquidity Provider therefor. If no such designation or other action is effected, or, if effected, such notice fails to avoid the need for any claim in respect of Increased Costs, Delta may arrange for a Replacement Liquidity Facility in accordance with Section 3.05(e) of the Intercreditor Agreement. Notwithstanding the foregoing provisions, in no event shall only exercise its rights the Borrower be required to make payments under this Section 2.04(a3.01: (a) in respect of any Regulatory Change proposed by any applicable governmental authority (including any branch of a legislature), central bank or comparable agency of the United States or the Liquidity Provider’s jurisdiction of organization or in which its Lending Office is located and pending as of the date of this Agreement (it being agreed that the Regulatory Changes contemplated by (i) the frameworks published by the Basel Committee on Banking Supervision entitled “Basel III: A global regulatory framework for more resilient banks and banking systems” dated December 2010 (revised June 2011), “Basel III: The Liquidity Coverage Ratio and liquidity risk monitoring tools,” dated January 2013 and (ii) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith, shall not be considered to have been proposed or pending as of the date of this Agreement); (b) if it exercises a claim hereunder in respect of an Increased Cost arises through circumstances peculiar to the Liquidity Provider and that do not affect similarly organized commercial banking institutions in the same jurisdiction generally that are in compliance with the law, rule, regulation or interpretation giving rise to the Regulatory Change relating to such rights Increased Cost; (c) if the Liquidity Provider shall fail to comply with its obligations under all this Section 3.01 or (d) if the Liquidity Provider is not also seeking payment for similar increased costs in other similar similarly situated transactions related to which it is a partythe airline industry.

Increased Costs. In the event that by reason Without duplication of any change after the Amendment Closing Date in applicable lawrights created by Section 3.03, rule or regulation if as a result of any Swiss Governmental Authority with authority over Swiss banks or Regulatory Change there shall be any U.S. Governmental Authority with authority over non-U.S. banks with U.S. banking business (each, increase by an “Applicable Governmental Authority”) or amount reasonably deemed by the Liquidity Provider to be material in the interpretation thereof by actual cost to the Liquidity Provider of making, funding or maintaining any Applicable Governmental Authority charged with the administration, application Advances or interpretation thereof, or by reason of the adoption or enactment, as of and following the Amendment Closing Date, of any requirement, request or directive (whether or not having the force of law) of its obligation to make any such Applicable Governmental Authority with respect Advances or there shall be any reduction by an amount reasonably deemed by the Liquidity Provider to this Agreement that shall impose, modify or deem applicable any reserve, special deposit assessment or insurance fee or similar requirement against assets of, deposits with or for be material in the account of, or credit extended amount receivable by UBS AG, Stamford Branch, in its capacity as Issuing Lender, or shall subject UBS AG, Stamford Branch, in its capacity as Issuing Lender, or its Controlling Persons to any tax, levy, impost, charge, fee, duty, deduction or withholding of any kind whatsoever with respect to the Letter of Credit, Liquidity Provider under this Agreement or any other Transaction Document, or change the basis of taxation of UBS AG, Stamford Branch, in its capacity as Issuing Lender, with respect to any amounts payable under this Intercreditor Agreement (in either case, except for Indemnified Taxes or Other Taxes indemnifiable under Section 2.05 and the imposition of, or any change in the rate of, any Excluded Tax payable by the Issuing Lender); and if any of the above-mentioned measures, events or circumstances shall result in an increase in the cost to UBS AG, Stamford Branch, in its capacity as Issuing Lender, of making, issuing, maintaining, amending or funding the Letter of Credit, or taking any other action with respect to the Letter of Credit contemplated under this Agreement, or a reduction in the amount of principal or interest or Utilization Fees received or receivable by UBS AG, Stamford Branch, in its capacity as Issuing Lender, in respect thereof, and in case of either such an increase or reduction, such event does not arise from the gross negligence or willful misconduct of the Liquidity Provider, from its breach of any of its representations, warranties, covenants or agreements contained herein or in the Intercreditor Agreement or from its failure to comply with any such Regulatory Change (any such increase or reduction being referred to herein as an “Increased Cost”), then, subject to Sections 2.07 and 2.09, the Borrower agrees shall from time to time pay to UBS AG, Stamford Branch, in its capacity as Issuing Lender, the Liquidity Provider an amount equal to such additional costIncreased Cost within 10 Business Days after delivery to the Borrower and American of a certificate of an officer of the Liquidity Provider describing in reasonable detail the event by reason of which it claims such Increased Cost and the basis for the determination of the amount of such Increased Cost; provided that the Borrower shall be obligated to pay amounts only with respect to any Increased Costs accruing from the date 120 days prior to the date of delivery of such certificate. Such certificate, reductionin the absence of manifest error, other loss shall be considered prima facie evidence of the amount of the Increased Costs for Revolving Credit Agreement (Class B) (American Airlines 2017-1 Aircraft EETC) purposes of this Agreement; provided that any determinations and allocations by the Liquidity Provider of the effect of any Regulatory Change on the costs of maintaining the Advances or damage the obligation to make Advances are made on a reasonable basis. For the avoidance of doubt, the Liquidity Provider shall not be entitled to assert any claim under this Section 3.01 in respect of or foregone interest attributable to Excluded Taxes. The Liquidity Provider will notify the Borrower and American as promptly as practicable of any event occurring after the date of this Agreement that will entitle the Liquidity Provider to compensation under this Section 3.01. The Liquidity Provider agrees to investigate all commercially reasonable alternatives for reducing any Increased Costs and to use all commercially reasonable efforts to avoid or minimize, to the greatest extent possible, any claim in respect of Increased Costs, including, without limitation, by designating a different Lending Office, if such designation or other amountaction would avoid the need for, or reduce the amount of, any such claim; provided, provided that UBS AG, Stamford Branchthe foregoing shall not obligate the Liquidity Provider to take any action that would, in its capacity as Issuing Lenderreasonable judgment, cause the Liquidity Provider to take any action that is not materially consistent with its internal policies or is otherwise materially disadvantageous to the Liquidity Provider or that would cause the Liquidity Provider to incur any material loss or cost, unless the Borrower or American agrees to reimburse or indemnify the Liquidity Provider therefor. If no such designation or other action is effected, or, if effected, such notice fails to avoid the need for any claim in respect of Increased Costs, American may arrange for a Replacement Liquidity Facility in accordance with Section 3.05(e) of the Intercreditor Agreement. Notwithstanding the foregoing provisions, in no event shall only exercise its rights the Borrower be required to make payments under this Section 2.04(a3.01: (a) in respect of any Regulatory Change proposed by any applicable governmental authority (including any branch of a legislature), central bank or comparable agency of the United States or the Liquidity Provider’s jurisdiction of organization or in which its Lending Office is located and pending as of the date of this Agreement (it being agreed that the Regulatory Changes contemplated by (i) all requests, rules, guidelines or directives promulgated or issued by the Basel Committee on Banking Supervision (or any successor or similar authority) including, but not limited to the Consultative Documents entitled “Strengthening the resilience of the banking sector” and “International framework for liquidity risk measurement, standards and monitoring,” each dated December 2009 or the United States regulatory authorities, in each case pursuant to Basel III and (ii) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith, shall not be considered to have been proposed or pending as of the date of this Agreement); (b) if it exercises a claim hereunder in respect of an Increased Cost arises through circumstances peculiar to the Liquidity Provider and that do not affect similarly organized commercial banking institutions in the same jurisdiction generally that are in compliance with the law, rule, regulation or interpretation giving rise to the Regulatory Change relating to such rights Increased Cost; (c) if the Liquidity Provider shall fail to comply with its obligations under all this Section 3.01 or (d) if the Liquidity Provider is not also seeking payment for similar increased costs in other similar similarly situated transactions related to which it is a partythe airline industry.

Increased Costs. In The Borrower shall pay to the event that Liquidity Provider from time to time such amounts as may be necessary to compensate the Liquidity Provider for any increased costs incurred by reason the Liquidity Provider which are attributable to its making or maintaining any Advances hereunder or its obligation to make any such Advances hereunder, or any reduction in any amount receivable by the Liquidity Provider under this Agreement or the Intercreditor Agreement in respect of any such Advances or such obligation (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), resulting from any change after the Amendment Closing Date date of this Agreement in applicable lawU.S. federal, rule or regulation of any Swiss Governmental Authority with authority over Swiss banks or any U.S. Governmental Authority with authority over non-U.S. banks with U.S. banking business (eachstate, an “Applicable Governmental Authority”) or in the interpretation thereof by any Applicable Governmental Authority charged with the administration, application or interpretation thereofmunicipal, or by reason foreign laws or regulations (including Regulation D of the Board of Governors of the Federal Reserve System), or the adoption or enactment, as making after the date of and following the Amendment Closing Date, this Agreement of any requirementinterpretations, request directives, or directive requirements applying to a class of banks including the Liquidity Provider under any U.S. federal, state, municipal, or any foreign laws or regulations (whether or not having the force of law) of by any such Applicable Governmental Authority court, central bank or monetary authority charged with respect to this Agreement that shall imposethe interpretation or administration thereof (a “Regulatory Change”), modify or deem applicable any reserve, special deposit assessment or insurance fee or similar requirement against assets of, deposits with or for the account of, or credit extended by UBS AG, Stamford Branch, in its capacity as Issuing Lender, or shall subject UBS AG, Stamford Branch, in its capacity as Issuing Lender, or its Controlling Persons to any tax, levy, impost, charge, fee, duty, deduction or withholding of any kind whatsoever with respect to the Letter of Credit, this Agreement or any other Transaction Document, or change which: (1) changes the basis of taxation of UBS AG, Stamford Branch, in its capacity as Issuing Lender, with respect to any amounts payable to the Liquidity Provider under this Agreement in respect of any such [Revolving Credit Agreement (in either case2012-1B)] Advances or such obligation (other than Excluded Taxes); or (2) imposes or modifies any reserve, except for Indemnified Taxes special deposit, compulsory loan or Other Taxes indemnifiable under Section 2.05 and the imposition similar requirements relating to any extensions of credit or other assets of, or any change deposits with other liabilities of, the Liquidity Provider (including any such Advances or such obligation or any deposits referred to in the rate definition of LIBOR Rate or related definitions). For the avoidance of doubt, any Regulatory Changes based on the consultative papers of The Basel Committee on Banking Supervision of December 2009 entitled “Strengthening the resilience of the banking sector” and “International framework for liquidity risk measurement, standards and monitoring”, in each case together with any amendments thereto (collectively, “Basel III”), will not be treated, for purposes of determining whether the Liquidity Provider is entitled to compensation under this Section 3.01, as having been adopted or having come into effect before the date hereof, and any such Regulatory Changes based on Basel III shall be determined to be adopted only when the national banking supervisory authorities, or other relevant administrative or legislative bodies having primary jurisdiction or regulatory authority over the Liquidity Provider, adopt any such Regulatory Changes based on Basel III in the primary jurisdiction of the Liquidity Provider. The Liquidity Provider agrees to use reasonable efforts (consistent with applicable legal and regulatory restrictions) to change the jurisdiction of its Facility Office if making such change would avoid the need for, or reduce the amount of, any Excluded Tax amount payable by the Issuing Lender); and if any of the above-mentioned measures, events or circumstances shall result in an increase in the cost to UBS AG, Stamford Branch, in its capacity as Issuing Lender, of making, issuing, maintaining, amending or funding the Letter of Credit, or taking any other action with respect to the Letter of Credit contemplated under this Agreement, or a reduction in the amount of principal or interest or Utilization Fees received or receivable by UBS AG, Stamford Branch, in its capacity as Issuing Lender, in respect thereof, the Borrower agrees to pay to UBS AG, Stamford Branch, in its capacity as Issuing Lender, an amount equal to such additional cost, reduction, other loss or damage or foregone interest or other amount; provided, that UBS AG, Stamford Branch, in its capacity as Issuing Lender, shall only exercise its rights under this Section 2.04(a) if that may thereafter accrue and would not, in the reasonable judgment of the Liquidity Provider, be otherwise disadvantageous to the Liquidity Provider. The Liquidity Provider will notify the Borrower of any event occurring after the date of this Agreement that will entitle the Liquidity Provider to compensation pursuant to this Section 3.01 as promptly as practicable after it exercises obtains knowledge thereof and determines to request such rights compensation, which notice shall describe in reasonable detail the calculation of the amounts owed under all other similar transactions this Section. Determinations by the Liquidity Provider for purposes of this Section 3.01 of the effect of any Regulatory Change on its costs of making or maintaining Advances or on amounts receivable by it in respect of Advances, and of the additional amounts required to compensate the Liquidity Provider in respect of any Additional Costs, shall be prima facie evidence of the amount owed under this Section. Notwithstanding the preceding two paragraphs, the Liquidity Provider and the Subordination Agent agree that any permitted assignee or participant of the initial Liquidity Provider which it is not a partybank shall not be entitled to the benefits of the preceding two paragraphs (but without limiting the provisions of Section 7.08 hereof).

Increased Costs. In The Borrower shall pay to the event that Liquidity Provider from time to time such amounts as may be necessary to compensate the Liquidity Provider for any increased costs incurred by reason the Liquidity Provider which are attributable to its making or maintaining any Advances hereunder or its obligation to make any such Advances hereunder, or any reduction in any amount receivable by the Liquidity Provider under this Agreement or the Intercreditor Agreement in respect of any such Advances or such obligation (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), resulting from any change after the Amendment Closing Date date of this Agreement in applicable lawU.S. federal, rule or regulation of any Swiss Governmental Authority with authority over Swiss banks or any U.S. Governmental Authority with authority over non-U.S. banks with U.S. banking business (eachstate, an “Applicable Governmental Authority”) or in the interpretation thereof by any Applicable Governmental Authority charged with the administration, application or interpretation thereofmunicipal, or by reason foreign laws or regulations (including Regulation D of the Board of Governors of the Federal Reserve System), or the adoption or enactment, as making after the date of and following the Amendment Closing Date, this Agreement of any requirementinterpretations, request directives, or directive requirements applying to a class of banks including the Liquidity Provider under any U.S. federal, state, municipal, or any foreign laws or regulations (whether or not having the force of law) of by any such Applicable Governmental Authority court, central bank or monetary authority charged with respect to this Agreement that shall imposethe interpretation or administration thereof (a “Regulatory Change”), modify or deem applicable any reserve, special deposit assessment or insurance fee or similar requirement against assets of, deposits with or for the account of, or credit extended by UBS AG, Stamford Branch, in its capacity as Issuing Lender, or shall subject UBS AG, Stamford Branch, in its capacity as Issuing Lender, or its Controlling Persons to any tax, levy, impost, charge, fee, duty, deduction or withholding of any kind whatsoever with respect to the Letter of Credit, this Agreement or any other Transaction Document, or change which: (1) changes the basis of taxation of UBS AG, Stamford Branch, any amounts payable to the Liquidity Provider under this Agreement in its capacity as Issuing Lender, respect of any such Advances or such obligation (other than with respect to any amounts payable under this Agreement (in either case, except for Indemnified Excluded Taxes or Other Taxes indemnifiable under Section 2.05 and the imposition Indemnified Taxes); or (2) imposes or modifies any reserve, special deposit, compulsory loan or similar requirements relating to any extensions of credit or other assets of, or any change deposits with other liabilities of, the Liquidity Provider (including any such Advances or such obligation or any deposits referred to in the rate definition of LIBOR Rate, Market Disruption Base Rate or related definitions). For the avoidance of doubt, any Regulatory Changes based on the consultative papers of The Basel Committee on Banking Supervision of December 2009 entitled “Strengthening the resilience of the banking sector” and “International framework for liquidity risk measurement, standards and monitoring”, in each case together with any amendments thereto (collectively, “Basel III”), will not be treated, for purposes of determining whether the Liquidity Provider is entitled to compensation under this Section 3.01, as having been adopted or having come into effect before the date hereof, and any such Regulatory Changes based on Basel III shall be determined to be adopted only when the national banking supervisory authorities, or other relevant administrative or legislative bodies having primary jurisdiction or regulatory authority over the Liquidity Provider, adopt any such Regulatory Changes based on Basel III in the primary jurisdiction of the Liquidity Provider. The Liquidity Provider agrees to use reasonable efforts (consistent with its internal policies and applicable legal and regulatory restrictions) to change the jurisdiction of its Facility Office if making such change would avoid the need for, or reduce the amount of, any Excluded Tax amount payable by the Issuing Lender); and if any of the above-mentioned measures, events or circumstances shall result in an increase in the cost to UBS AG, Stamford Branch, in its capacity as Issuing Lender, of making, issuing, maintaining, amending or funding the Letter of Credit, or taking any other action with respect to the Letter of Credit contemplated under this Agreement, or a reduction in the amount of principal or interest or Utilization Fees received or receivable by UBS AG, Stamford Branch, in its capacity as Issuing Lender, in respect thereof, the Borrower agrees to pay to UBS AG, Stamford Branch, in its capacity as Issuing Lender, an amount equal to such additional cost, reduction, other loss or damage or foregone interest or other amount; provided, that UBS AG, Stamford Branch, in its capacity as Issuing Lender, shall only exercise its rights under this Section 2.04(a) if that may thereafter accrue and would not, in the reasonable judgment of the Liquidity Provider, be otherwise disadvantageous to the Liquidity Provider. The Liquidity Provider will notify the Borrower of any event occurring after the date of this Agreement that will entitle the Liquidity Provider to compensation pursuant to this Section 3.01 as promptly as practicable after it exercises obtains knowledge thereof and determines to request such rights compensation, which notice shall describe in reasonable detail the calculation of the [Revolving Credit Agreement (2012-1A)] amounts owed under all other similar transactions this Section. Determinations by the Liquidity Provider for purposes of this Section 3.01 of the effect of any Regulatory Change on its costs of making or maintaining Advances or on amounts receivable by it in respect of Advances, and of the additional amounts required to compensate the Liquidity Provider in respect of any Additional Costs, shall be prima facie evidence of the amount owed under this Section. Notwithstanding the preceding two paragraphs, the Liquidity Provider and the Subordination Agent agree that any permitted assignee or participant of the initial Liquidity Provider which it is not a partybank shall not be entitled to the benefits of the preceding two paragraphs (but without limiting the provisions of Section 7.08 hereof).

Increased Costs. In If, after the event that by reason Closing Date, either (i) any --------------- change in or in the interpretation of any change law or regulation is introduced, including, without limitation, with respect to reserve requirements applicable to any Lender, (ii) any Lender complies with any future guideline or request from any central bank or other Governmental Body proposed or promulgated after the Amendment Closing Date in or (iii) any Lender determines that the adoption of any applicable law, rule or regulation of any Swiss Governmental Authority with authority over Swiss banks regarding capital adequacy or any U.S. Governmental Authority with authority over non-U.S. banks with U.S. banking business (eachchange therein, an “Applicable Governmental Authority”) or any change in the interpretation or administration thereof by any Applicable Governmental Authority Body, central bank or comparable agency charged with the administration, application interpretation or interpretation thereofadministration thereof announced after the Closing Date has or would have the effect described below, or by reason of the adoption or enactment, as of and following the Amendment Closing Date, of any requirement, Lender complies with any request or directive regarding capital adequacy (whether or not having the force of law) of any such Applicable Governmental Authority Body, central bank or comparable agency announced after the Closing Date and in case of any event set forth in this clause (iii), such adoption, change or compliance has or would have the direct or indirect effect of reducing the rate of return on any of any Lender's capital as a consequence of its obligations hereunder to a level below that which such Lender could have achieved but for such adoption, change or compliance (taking into consideration such Lender's policies with respect to this Agreement that shall imposecapital adequacy) by an amount deemed by such Lender to be material, modify or deem applicable any reserve, special deposit assessment or insurance fee or similar requirement against assets of, deposits with or for the account of, or credit extended by UBS AG, Stamford Branch, in its capacity as Issuing Lender, or shall subject UBS AG, Stamford Branch, in its capacity as Issuing Lender, or its Controlling Persons to any tax, levy, impost, charge, fee, duty, deduction or withholding of any kind whatsoever with respect to the Letter of Credit, this Agreement or any other Transaction Document, or change the basis of taxation of UBS AG, Stamford Branch, in its capacity as Issuing Lender, with respect to any amounts payable under this Agreement (in either case, except for Indemnified Taxes or Other Taxes indemnifiable under Section 2.05 and the imposition of, or any change in the rate of, any Excluded Tax payable by the Issuing Lender); and if any of the above-mentioned measuresforegoing events described in clauses (i), events (ii) or circumstances shall result in an increase in (iii) increases the cost to UBS AGany Lender of funding or maintaining the Loan, Stamford Branch, or reduces the amount receivable in its capacity as Issuing respect thereof by such Lender, then Borrowers shall upon demand by such Lender at any time within 180 days after the date on which an officer of making, issuing, maintaining, amending such Lender responsible for overseeing this Loan Agreement knows or funding the Letter has reason to know of Credit, or taking any other action with respect its right to the Letter of Credit contemplated additional compensation under this Agreementsubsection 2.10.3, pay to such Lender additional amounts sufficient to reimburse such Lender against such increase in cost or a reduction in the amount of principal or interest or Utilization Fees received or receivable by UBS AG, Stamford Branch, in its capacity as Issuing Lender, in respect thereof, the Borrower agrees to pay to UBS AG, Stamford Branch, in its capacity as Issuing Lender, an amount equal to such additional cost, reduction, other loss or damage or foregone interest or other amountreceivable; provided, that UBS AGhowever, Stamford Branchthe if such Lender fails to deliver such demand within such 180 day period, in its capacity as Issuing Lender, shall only exercise its rights under this Section 2.04(a) if it exercises such rights under all other similar transactions to which it is a party.such

Increased Costs. In the event that by reason If as a result of any change after Regulatory Change there shall be any increase by an amount reasonably deemed by the Amendment Closing Date in applicable law, rule or regulation of any Swiss Governmental Authority with authority over Swiss banks or any U.S. Governmental Authority with authority over non-U.S. banks with U.S. banking business (each, an “Applicable Governmental Authority”) or Primary Liquidity Provider to be material in the interpretation thereof by actual cost to the Primary Liquidity Provider of making, funding or maintaining any Applicable Governmental Authority charged with the administration, application Advances or interpretation thereofits obligation to make any such Advances, or there shall be any reduction by reason of an amount reasonably deemed by the adoption Primary Liquidity Provider to be material in (x) its return on capital or enactment, as of and following equity or (y) the Amendment Closing Date, of any requirement, request or directive (whether or not having amount receivable by the force of law) of any such Applicable Governmental Authority with respect to this Agreement that shall impose, modify or deem applicable any reserve, special deposit assessment or insurance fee or similar requirement against assets of, deposits with or for the account of, or credit extended by UBS AG, Stamford Branch, in its capacity as Issuing Lender, or shall subject UBS AG, Stamford Branch, in its capacity as Issuing Lender, or its Controlling Persons to any tax, levy, impost, charge, fee, duty, deduction or withholding of any kind whatsoever with respect to the Letter of Credit, Primary Liquidity Provider under this Agreement or any other Transaction Document, or change the basis of taxation of UBS AG, Stamford Branch, in its capacity as Issuing Lender, with respect to any amounts payable under this Intercreditor Agreement (in either case, except for Indemnified Taxes or Other Taxes indemnifiable under Section 2.05 and the imposition of, or any change in the rate of, any Excluded Tax payable by the Issuing Lender); and if any of the above-mentioned measures, events or circumstances shall result in an increase in the cost to UBS AG, Stamford Branch, in its capacity as Issuing Lender, of making, issuing, maintaining, amending or funding the Letter of Credit, or taking any other action with respect to the Letter of Credit contemplated under this Agreement, or a reduction in the amount of principal or interest or Utilization Fees received or receivable by UBS AG, Stamford Branch, in its capacity as Issuing Lender, in respect thereof, and in the case of any such increase or reduction, such event does not arise from the gross negligence or willful misconduct of the Primary Liquidity Provider, from its breach of any of its representations, warranties, covenants or agreements contained herein or in the Intercreditor Agreement or from its failure to comply with any such Regulatory Change (any such increase or reduction being referred to herein as an "Increased Cost"), then the Borrower agrees shall from time to time pay to UBS AG, Stamford Branch, in its capacity as Issuing Lender, the Primary Liquidity Provider an amount equal to such additional costIncreased Cost within 15 Business Days after delivery to the Borrower and American of a certificate of an officer of the Primary Liquidity Provider describing in reasonable detail the event by reason of which it claims such Increased Cost and the basis for the determination of the amount of such Increased Cost; provided that, reductionthe Borrower shall be obligated to pay amounts only with respect to any Increased Costs accruing from the date 45 days prior to the date of delivery of such certificate. Such certificate, other loss in the absence of manifest error, shall be considered prima facie evidence of the amount for purposes of this Agreement; provided that any determinations and allocations by the Primary Liquidity Provider of the effect of any Regulatory Change on the costs of maintaining the Advances are made on a reasonable basis. The Primary Liquidity Provider shall not be entitled to assert any claim under this Section 3.01 in respect of or damage attributable to Taxes. The Primary Liquidity Provider will notify the Borrower and American as promptly as practicable of any event occurring after the date of this Agreement that will entitle the Primary Liquidity Provider to compensation under this Section 3.01. The Primary Liquidity Provider agrees to investigate all commercially reasonable alternatives for reducing any Increased Costs and to use all commercially reasonable efforts to avoid or foregone interest reduce, to the extent possible, any claim in respect of Increased Costs, including, without limitation, by designating a different Lending Office, if such designation or other amountaction would avoid the need for, or reduce the amount of, any such claim; provided, provided that UBS AG, Stamford Branchthe foregoing shall not obligate the Primary Liquidity Provider to take any action that would, in its capacity as Issuing Lenderreasonable judgment, cause the Primary Liquidity Provider to incur any material loss or cost, unless the Borrower or American agrees to reimburse the Primary Liquidity Provider therefor. If no such designation or other action is effected, or, if effected, fails to avoid the need for any claim in respect of Increased Costs, American may arrange for a Replacement Primary Liquidity Facility in accordance with Section 3.06(e) of the Intercreditor Agreement. Notwithstanding the foregoing provisions, in no event shall only exercise its rights the Borrower be required to make payments under this Section 2.04(a3.01: (a) in respect of any Regulatory Change proposed by any applicable governmental authority (including any branch of a legislature), central bank or comparable agency of the United States or the Primary Liquidity Provider's jurisdiction of organization and pending as of the date of this Agreement (it being agreed that the consultative document issued by the Basel Committee on Banking Supervision entitled "The New Basel Capital Accord" shall not be considered a Regulatory Change proposed as of the date of this Agreement); (b) if it exercises a claim hereunder in respect of an Increased Cost arises through circumstances peculiar to the Primary Liquidity Provider and that do not affect similar banking institutions organized in the same jurisdiction generally that are in compliance with the law, rule, regulation or interpretation giving rise to the Regulatory Change relating to such rights Increased Cost; (c) if the Primary Liquidity Provider shall fail to comply with its obligations under all this Section 3.01; or (d) if the Primary Liquidity Provider is not also seeking payment for similar increased costs in other similar transactions to which it is a partysimilarly situated transactions.

Increased Costs. In the event that by reason Without duplication of any change after the Amendment Closing Date in applicable lawrights created by Section 3.03, rule or regulation if as a result of any Swiss Governmental Authority with authority over Swiss banks or Regulatory Change there shall be any U.S. Governmental Authority with authority over non-U.S. banks with U.S. banking business (each, increase by an “Applicable Governmental Authority”) or amount reasonably deemed by the Liquidity Provider to be material in the interpretation thereof by actual cost to the Liquidity Provider of making, funding or maintaining any Applicable Governmental Authority charged with the administration, application Advances or interpretation thereof, or by reason of the adoption or enactment, as of and following the Amendment Closing Date, of any requirement, request or directive (whether or not having the force of law) of its obligation to make any such Applicable Governmental Authority with respect Advances or there shall be any reduction by an amount reasonably deemed by the Liquidity Provider to this Agreement that shall impose, modify or deem applicable any reserve, special deposit assessment or insurance fee or similar requirement against assets of, deposits with or for be material in the account of, or credit extended amount receivable by UBS AG, Stamford Branch, in its capacity as Issuing Lender, or shall subject UBS AG, Stamford Branch, in its capacity as Issuing Lender, or its Controlling Persons to any tax, levy, impost, charge, fee, duty, deduction or withholding of any kind whatsoever with respect to the Letter of Credit, Liquidity Provider under this Agreement or any other Transaction Document, or change the basis of taxation of UBS AG, Stamford Branch, in its capacity as Issuing Lender, with respect to any amounts payable under this Intercreditor Agreement (in either case, except for Indemnified Taxes or Other Taxes indemnifiable under Section 2.05 and the imposition of, or any change in the rate of, any Excluded Tax payable by the Issuing Lender); and if any of the above-mentioned measures, events or circumstances shall result in an increase in the cost to UBS AG, Stamford Branch, in its capacity as Issuing Lender, of making, issuing, maintaining, amending or funding the Letter of Credit, or taking any other action with respect to the Letter of Credit contemplated under this Agreement, or a reduction in the amount of principal or interest or Utilization Fees received or receivable by UBS AG, Stamford Branch, in its capacity as Issuing Lender, in respect thereof, and in case of either such an increase or reduction, such event does not arise from the gross negligence or willful misconduct of the Liquidity Provider, from its breach of any of its representations, warranties, covenants or agreements contained herein or in the Intercreditor Agreement or from its failure to comply with any such Regulatory Change (any such increase or reduction being referred to herein as an “Increased Cost”), then, subject to Sections 2.07 and 2.09, the Borrower agrees shall from time to time pay to UBS AG, Stamford Branch, in its capacity as Issuing Lender, the Liquidity Provider an amount equal to such additional costIncreased Cost within 10 Business Days after delivery to the Borrower and Spirit of a certificate of an officer of the Liquidity Provider 17 Revolving Credit Agreement (Class AA) (Spirit 2017-1 EETC) describing in reasonable detail the event by reason of which it claims such Increased Cost and the basis for the determination of the amount of such Increased Cost; provided that the Borrower shall be obligated to pay amounts only with respect to any Increased Costs accruing from the date 120 days prior to the date of delivery of such certificate. Such certificate, reductionin the absence of manifest error, other loss shall be considered prima facie evidence of the amount of the Increased Costs for purposes of this Agreement; provided that any determinations and allocations by the Liquidity Provider of the effect of any Regulatory Change on the costs of maintaining the Advances or damage the obligation to make Advances are made on a reasonable basis. For the avoidance of doubt, the Liquidity Provider shall not be entitled to assert any claim under this Section 3.01 in respect of or foregone interest attributable to Excluded Taxes. The Liquidity Provider will notify the Borrower and Spirit as promptly as practicable of any event occurring after the date of this Agreement that will entitle the Liquidity Provider to compensation under this Section 3.01. The Liquidity Provider agrees to investigate all commercially reasonable alternatives for reducing any Increased Costs and to use all commercially reasonable efforts to avoid or minimize, to the greatest extent possible, any claim in respect of Increased Costs, including, without limitation, by designating a different Lending Office, if such designation or other amountaction would avoid the need for, or reduce the amount of, any such claim; provided, provided that UBS AG, Stamford Branchthe foregoing shall not obligate the Liquidity Provider to take any action that would, in its capacity as Issuing Lenderreasonable judgment, cause the Liquidity Provider to take any action that is not materially consistent with its internal policies or is otherwise materially disadvantageous to the Liquidity Provider or that would cause the Liquidity Provider to incur any material loss or cost, unless the Borrower or Spirit agrees to reimburse or indemnify the Liquidity Provider therefor. If no such designation or other action is effected, or, if effected, such notice fails to avoid the need for any claim in respect of Increased Costs, Spirit may arrange for a Replacement Liquidity Facility in accordance with Section 3.05(e) of the Intercreditor Agreement. Notwithstanding the foregoing provisions, in no event shall only exercise its rights the Borrower be required to make payments under this Section 2.04(a3.01: (a) in respect of any Regulatory Change proposed by any applicable governmental authority (including any branch of a legislature), central bank or comparable agency of the United States or the Liquidity Provider’s jurisdiction of organization or in which its Lending Office is located and pending as of the date of this Agreement (it being agreed that the Regulatory Changes contemplated by the frameworks published by the Basel Committee on Banking Supervision entitled “Basel III: A global regulatory framework for more resilient banks and banking systems” dated December 2010 (revised June 2011) and “Basel III: The Liquidity Coverage Ratio and liquidity risk monitoring tools,” dated January 2013, shall not be considered to have been proposed or pending as of the date of this Agreement); (b) if it exercises a claim hereunder in respect of an Increased Cost arises through circumstances peculiar to the Liquidity Provider and that do not affect similarly organized commercial banking institutions in the same jurisdiction generally that are in compliance with the law, rule, regulation or interpretation giving rise to the Regulatory Change relating to such rights Increased Cost; (c) if the Liquidity Provider shall fail to comply with its obligations under all this Section 3.01 or (d) if the Liquidity Provider is not also seeking payment for similar increased costs in other similar similarly situated transactions related to which it is a party.the airline industry. 18 Revolving Credit Agreement (Class AA) (Spirit 2017-1 EETC)

Increased Costs. In the event that by reason Without duplication of any change after the Amendment Closing Date in applicable lawrights created by Section 3.03, rule or regulation if as a result of any Swiss Governmental Authority with authority over Swiss banks or Regulatory Change there shall be any U.S. Governmental Authority with authority over non-U.S. banks with U.S. banking business (each, increase by an “Applicable Governmental Authority”) or amount reasonably deemed by the Liquidity Provider to be material in the interpretation thereof by actual cost to the Liquidity Provider of making, funding or maintaining any Applicable Governmental Authority charged with the administration, application Advances or interpretation thereof, or by reason of the adoption or enactment, as of and following the Amendment Closing Date, of any requirement, request or directive (whether or not having the force of law) of its obligation to make any such Applicable Governmental Authority with respect Advances or there shall be any reduction by an amount reasonably deemed by the Liquidity Provider to this Agreement that shall impose, modify or deem applicable any reserve, special deposit assessment or insurance fee or similar requirement against assets of, deposits with or for be material in the account of, or credit extended amount receivable by UBS AG, Stamford Branch, in its capacity as Issuing Lender, or shall subject UBS AG, Stamford Branch, in its capacity as Issuing Lender, or its Controlling Persons to any tax, levy, impost, charge, fee, duty, deduction or withholding of any kind whatsoever with respect to the Letter of Credit, Liquidity Provider under this Agreement or any other Transaction Document, or change the basis of taxation of UBS AG, Stamford Branch, in its capacity as Issuing Lender, with respect to any amounts payable under this Intercreditor Agreement (in either case, except for Indemnified Taxes or Other Taxes indemnifiable under Section 2.05 and the imposition of, or any change in the rate of, any Excluded Tax payable by the Issuing Lender); and if any of the above-mentioned measures, events or circumstances shall result in an increase in the cost to UBS AG, Stamford Branch, in its capacity as Issuing Lender, of making, issuing, maintaining, amending or funding the Letter of Credit, or taking any other action with respect to the Letter of Credit contemplated under this Agreement, or a reduction in the amount of principal or interest or Utilization Fees received or receivable by UBS AG, Stamford Branch, in its capacity as Issuing Lender, in respect thereof, and in case of either such an increase or reduction, such event does not arise from the gross negligence or willful misconduct of the Liquidity Revolving Credit Agreement (Class B) (American Airlines 2021-1 EETC) Provider, from its breach of any of its representations, warranties, covenants or agreements contained herein or in the Intercreditor Agreement or from its failure to comply with any such Regulatory Change (any such increase or reduction being referred to herein as an “Increased Cost”), then, subject to Sections 2.07 and 2.09, the Borrower agrees shall from time to time pay to UBS AG, Stamford Branch, in its capacity as Issuing Lender, the Liquidity Provider an amount equal to such additional costIncreased Cost within 10 Business Days after delivery to the Borrower and American of a certificate of an officer of the Liquidity Provider describing in reasonable detail the event by reason of which it claims such Increased Cost and the basis for the determination of the amount of such Increased Cost; provided that the Borrower shall be obligated to pay amounts only with respect to any Increased Costs accruing from the date 120 days prior to the date of delivery of such certificate. Such certificate, reductionin the absence of manifest error, other loss shall be considered prima facie evidence of the amount of the Increased Costs for purposes of this Agreement; provided that any determinations and allocations by the Liquidity Provider of the effect of any Regulatory Change on the costs of maintaining the Advances or damage the obligation to make Advances are made on a reasonable basis. For the avoidance of doubt, the Liquidity Provider shall not be entitled to assert any claim under this Section 3.01 in respect of or foregone interest attributable to Excluded Taxes. The Liquidity Provider will notify the Borrower and American as promptly as practicable of any event occurring after the date of this Agreement that will entitle the Liquidity Provider to compensation under this Section 3.01. The Liquidity Provider agrees to investigate all commercially reasonable alternatives for reducing any Increased Costs and to use all commercially reasonable efforts to avoid or minimize, to the greatest extent possible, any claim in respect of Increased Costs, including, without limitation, by designating a different Lending Office, if such designation or other amountaction would avoid the need for, or reduce the amount of, any such claim; provided, provided that UBS AG, Stamford Branchthe foregoing shall not obligate the Liquidity Provider to take any action that would, in its capacity as Issuing Lenderreasonable judgment, cause the Liquidity Provider to take any action that is not materially consistent with its internal policies or is otherwise materially disadvantageous to the Liquidity Provider or that would cause the Liquidity Provider to incur any material loss or cost, unless the Borrower or American agrees to reimburse or indemnify the Liquidity Provider therefor. If no such designation or other action is effected, or, if effected, such notice fails to avoid the need for any claim in respect of Increased Costs, American may arrange for a Replacement Liquidity Facility in accordance with Section 3.05(e) of the Intercreditor Agreement. Notwithstanding the foregoing provisions, in no event shall only exercise its rights the Borrower be required to make payments under this Section 2.04(a3.01: (a) in respect of any Regulatory Change proposed by any applicable governmental authority (including any branch of a legislature), central bank or comparable agency of the United States or the Liquidity Provider’s jurisdiction of organization or in which its Lending Office is located and pending as of the date of this Agreement (it being agreed that the Regulatory Changes contemplated by (i) all requests, rules, guidelines or directives promulgated or issued by the Basel Committee on Banking Supervision (or any successor or similar authority) including, but not limited to the Consultative Documents entitled “Strengthening the resilience of the banking sector” and “International framework for liquidity risk measurement, standards and monitoring,” each dated December 2009 or the United States regulatory authorities, in each case pursuant to Basel III and (ii) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith, shall not be considered to have been proposed or pending as of the date of this Agreement); (b) if it exercises a claim hereunder in respect of an Increased Cost arises Revolving Credit Agreement (Class B) (American Airlines 2021-1 EETC) through circumstances peculiar to the Liquidity Provider and that do not affect similarly organized commercial banking institutions in the same jurisdiction generally that are in compliance with the law, rule, regulation or interpretation giving rise to the Regulatory Change relating to such rights Increased Cost; (c) if the Liquidity Provider shall fail to comply with its obligations under all this Section 3.01 or (d) if the Liquidity Provider is not also seeking payment for similar increased costs in other similar similarly situated transactions related to which it is a partythe airline industry.

Increased Costs. In the event that by reason Without duplication of any change after the Amendment Closing Date in applicable lawrights created by Section 3.03, rule or regulation if as a result of any Swiss Governmental Authority with authority over Swiss banks or Regulatory Change there shall be any U.S. Governmental Authority with authority over non-U.S. banks with U.S. banking business (each, increase by an “Applicable Governmental Authority”) or amount reasonably deemed by the Liquidity Provider to be material in the interpretation thereof by actual cost to the Liquidity Provider of making, funding or maintaining any Applicable Governmental Authority charged with the administration, application Advances or interpretation thereof, or by reason of the adoption or enactment, as of and following the Amendment Closing Date, of any requirement, request or directive (whether or not having the force of law) of its obligation to make any such Applicable Governmental Authority with respect Advances or there shall be any reduction by an amount reasonably deemed by the Liquidity Provider to this Agreement that shall impose, modify or deem applicable any reserve, special deposit assessment or insurance fee or similar requirement against assets of, deposits with or for be material in the account of, or credit extended amount receivable by UBS AG, Stamford Branch, in its capacity as Issuing Lender, or shall subject UBS AG, Stamford Branch, in its capacity as Issuing Lender, or its Controlling Persons to any tax, levy, impost, charge, fee, duty, deduction or withholding of any kind whatsoever with respect to the Letter of Credit, Liquidity Provider under this Agreement or any other Transaction Document, or change the basis of taxation of UBS AG, Stamford Branch, in its capacity as Issuing Lender, with respect to any amounts payable under this Intercreditor Agreement (in either case, except for Indemnified Taxes or Other Taxes indemnifiable under Section 2.05 and the imposition of, or any change in the rate of, any Excluded Tax payable by the Issuing Lender); and if any of the above-mentioned measures, events or circumstances shall result in an increase in the cost to UBS AG, Stamford Branch, in its capacity as Issuing Lender, of making, issuing, maintaining, amending or funding the Letter of Credit, or taking any other action with respect to the Letter of Credit contemplated under this Agreement, or a reduction in the amount of principal or interest or Utilization Fees received or receivable by UBS AG, Stamford Branch, in its capacity as Issuing Lender, in respect thereof, and in case of either such an increase or reduction, such event does not arise from the gross negligence or willful misconduct of the Liquidity Provider, from its breach of any of its representations, warranties, covenants or agreements contained herein or in the Intercreditor Agreement or from its failure to comply with any such Regulatory Change (any such increase or reduction being referred to herein as an “Increased Cost”), then, subject to Sections 2.07 and 2.09, the Borrower agrees shall from time to time pay to UBS AG, Stamford Branch, in its capacity as Issuing Lender, the Liquidity Provider an amount equal to such additional costIncreased Cost within 10 Business Days after delivery to the Borrower and Delta of a certificate of an officer of the Liquidity Provider describing in reasonable detail the event by reason of which it claims such Increased Cost and the basis for the determination of the amount of such Increased Cost; provided that the Borrower shall be obligated to pay amounts only with respect to any Increased Costs accruing from the date 120 days prior to the date of delivery of such certificate. Such certificate, reductionin the absence of manifest error, other loss shall be considered prima facie evidence of the amount of the Increased Costs for purposes of this Agreement; provided that any determinations and allocations by the Liquidity Revolving Credit Agreement (Class B) (2010-2B EETC) 16 Provider of the effect of any Regulatory Change on the costs of maintaining the Advances or damage the obligation to make Advances are made on a reasonable basis. For the avoidance of doubt, the Liquidity Provider shall not be entitled to assert any claim under this Section 3.01 in respect of or foregone interest attributable to Excluded Taxes. The Liquidity Provider will notify the Borrower and Delta as promptly as practicable of any event occurring after the date of this Agreement that will entitle the Liquidity Provider to compensation under this Section 3.01. The Liquidity Provider agrees to investigate all commercially reasonable alternatives for reducing any Increased Costs and to use all commercially reasonable efforts to avoid or minimize, to the greatest extent possible, any claim in respect of Increased Costs, including, without limitation, by designating a different Lending Office, if such designation or other amountaction would avoid the need for, or reduce the amount of, any such claim; provided, provided that UBS AG, Stamford Branchthe foregoing shall not obligate the Liquidity Provider to take any action that would, in its capacity as Issuing Lenderreasonable judgment, cause the Liquidity Provider to take any action that is not materially consistent with its internal policies or is otherwise materially disadvantageous to the Liquidity Provider or that would cause the Liquidity Provider to incur any material loss or cost, unless the Borrower or Delta agrees to reimburse or indemnify the Liquidity Provider therefor. If no such designation or other action is effected, or, if effected, such notice fails to avoid the need for any claim in respect of Increased Costs, Delta may arrange for a Replacement Liquidity Facility in accordance with Section 3.05(e) of the Intercreditor Agreement. Notwithstanding the foregoing provisions, in no event shall only exercise its rights the Borrower be required to make payments under this Section 2.04(a3.01: (a) in respect of any Regulatory Change proposed by any applicable governmental authority (including any branch of a legislature), central bank or comparable agency of the United States or the Liquidity Provider’s jurisdiction of organization or in which its Lending Office is located and pending as of the date of this Agreement (it being agreed that the Regulatory Changes contemplated by the Consultative Documents issued by the Basel Committee on Banking Supervision entitled “Strengthening the resilience of the banking sector” and “International framework for liquidity risk measurement, standards and monitoring,” each dated December 2009, shall not be considered to have been proposed or pending as of the date of this Agreement); (b) if it exercises a claim hereunder in respect of an Increased Cost arises through circumstances peculiar to the Liquidity Provider and that do not affect similarly organized commercial banking institutions in the same jurisdiction generally that are in compliance with the law, rule, regulation or interpretation giving rise to the Regulatory Change relating to such rights Increased Cost; (c) if the Liquidity Provider shall fail to comply with its obligations under all this Section 3.01 or (d) if the Liquidity Provider is not also seeking payment for similar increased costs in other similar similarly situated transactions related to which it is a partythe airline industry.

Increased Costs. In If due to the event that by reason introduction of or any change after the Amendment Closing Date (including, without limitation, any change by way of imposition or increase of reserve requirements) in applicable law, rule or regulation of any Swiss Governmental Authority with authority over Swiss banks or any U.S. Governmental Authority with authority over non-U.S. banks with U.S. banking business (each, an “Applicable Governmental Authority”) or in the interpretation thereof by Interpretation of any Applicable law or regulation or the imposition of any guideline or request from any central bank or other Governmental Authority charged with after the administrationdate hereof reflecting such change, application or interpretation thereof, or by reason of the adoption or enactment, as of and following the Amendment Closing Date, of any requirement, request or directive (whether or not having the force of law) of any such Applicable Governmental Authority with respect to this Agreement that there shall impose, modify or deem applicable any reserve, special deposit assessment or insurance fee or similar requirement against assets of, deposits with or for the account of, or credit extended by UBS AG, Stamford Branch, in its capacity as Issuing Lender, or shall subject UBS AG, Stamford Branch, in its capacity as Issuing Lender, or its Controlling Persons to any tax, levy, impost, charge, fee, duty, deduction or withholding of any kind whatsoever with respect to the Letter of Credit, this Agreement or any other Transaction Document, or change the basis of taxation of UBS AG, Stamford Branch, in its capacity as Issuing Lender, with respect to any amounts payable under this Agreement (in either case, except for Indemnified Taxes or Other Taxes indemnifiable under Section 2.05 and the imposition of, or any change in the rate of, any Excluded Tax payable by the Issuing Lender); and if any of the above-mentioned measures, events or circumstances shall result in be an increase in the cost to UBS AGan Affected Person of making or maintaining any investment in the Class A Note or any interest therein or of agreeing to purchase or invest in the Class A Note or any interest therein, Stamford Branchas the case may be (other than by reason of any Interpretation of or introduction of or change in laws or regulations relating to Taxes or Excluded Taxes), such Affected Person shall promptly submit to the Issuer, the Servicer and, if such Person is not the Purchaser’s Agent, the Purchaser’s Agent, a certificate setting forth in reasonable detail, the calculation of such increased costs incurred by such Affected Person. In determining such amount, such Affected Person may use any reasonable averaging and attribution methods, consistent with the averaging and attribution methods generally used by such Affected Person in determining amounts of this type. The amount of increased costs set forth in such certificate (which certificate shall, in its capacity the absence of manifest error, be prima facie evidence as Issuing Lenderto such amount) shall be included in the Class A Increased Costs for the Interest Accrual Period immediately succeeding the date on which such certificate was delivered (or if such certificate was delivered during the last Interest Accrual Period, of making, issuing, maintaining, amending or funding the Letter of Credit, or taking any other action with respect for such last Interest Accrual Period) and to the Letter extent remaining outstanding, each Interest Accrual Period thereafter until paid in full. The Purchaser’s Agent, out of Credit contemplated under this Agreement, or a reduction in the amount of principal or interest or Utilization Fees amounts received or receivable by UBS AG, Stamford Branch, in its capacity as Issuing Lender, it in respect thereofof Class A Increased Costs for Affected Persons for any Interest Accrual Period, the Borrower agrees to shall pay to UBS AG, Stamford Branch, in its capacity as Issuing Lender, an amount equal such increased costs to such additional cost, reduction, other loss or damage or foregone interest or other amountAffected Persons; provided, however, that UBS AGif the amount so distributable in respect of the Class A Increased Costs is less than the aggregate amount payable to all such Affected Persons pursuant to Sections 2.08, Stamford Branch2.09 and 2.10 hereof, in its capacity as Issuing Lender, the resulting shortfall shall only exercise its rights under this Section 2.04(a) if it exercises be allocated among such rights under all other similar transactions Affected Persons on a pro rata basis (determined by the amount owed to which it is a partyeach).

Increased Costs. In the event that by reason If as a result of any change after Regulatory Change there shall be any increase by an amount reasonably deemed by the Amendment Closing Date in applicable law, rule or regulation of any Swiss Governmental Authority with authority over Swiss banks or any U.S. Governmental Authority with authority over non-U.S. banks with U.S. banking business (each, an “Applicable Governmental Authority”) or Liquidity Provider to be material in the interpretation thereof by actual cost to the Liquidity Provider of making, funding or maintaining any Applicable Governmental Authority charged with the administration, application Advances or interpretation thereof, or by reason of the adoption or enactment, as of and following the Amendment Closing Date, of any requirement, request or directive (whether or not having the force of law) of its obligation to make any such Applicable Governmental Authority with respect Advances or there shall be any reduction by an amount reasonably deemed by the Liquidity Provider to this Agreement that shall impose, modify or deem applicable any reserve, special deposit assessment or insurance fee or similar requirement against assets of, deposits with or for be material in the account of, or credit extended amount receivable by UBS AG, Stamford Branch, in its capacity as Issuing Lender, or shall subject UBS AG, Stamford Branch, in its capacity as Issuing Lender, or its Controlling Persons to any tax, levy, impost, charge, fee, duty, deduction or withholding of any kind whatsoever with respect to the Letter of Credit, Liquidity Provider under this Agreement or any other Transaction Document, or change the basis of taxation of UBS AG, Stamford Branch, in its capacity as Issuing Lender, with respect to any amounts payable under this Intercreditor Agreement (in either case, except for Indemnified Taxes or Other Taxes indemnifiable under Section 2.05 and the imposition of, or any change in the rate of, any Excluded Tax payable by the Issuing Lender); and if any of the above-mentioned measures, events or circumstances shall result in an increase in the cost to UBS AG, Stamford Branch, in its capacity as Issuing Lender, of making, issuing, maintaining, amending or funding the Letter of Credit, or taking any other action with respect to the Letter of Credit contemplated under this Agreement, or a reduction in the amount of principal or interest or Utilization Fees received or receivable by UBS AG, Stamford Branch, in its capacity as Issuing Lender, in respect thereof, and in case of either such an increase or reduction, such event does not arise from the gross negligence or willful misconduct of the Liquidity Provider, from its breach of any of its representations, warranties, covenants or agreements contained herein or in the Intercreditor Agreement or from its failure to comply with any such Regulatory Change (any such increase or reduction being referred to herein as an "INCREASED COST"), then the Borrower agrees shall from time to time pay to UBS AG, Stamford Branch, in its capacity as Issuing Lender, the Liquidity Provider an amount equal to such additional costIncreased Cost within 15 Business Days after delivery to the Borrower and Delta of a certificate of an officer of the Liquidity Provider describing in reasonable detail the event by reason of which it claims such Increased Cost and the basis for the determination of the amount of such Increased Cost; provided that, reductionthe Borrower shall be obligated to pay amounts only with respect to any Increased Costs accruing from the date 45 days prior to the date of delivery of such certificate. Such certificate, other loss in the absence of manifest error, shall be considered prima facie evidence of the amount of the Increased Costs for purposes of this Agreement; provided that any determinations and allocations by the Liquidity Provider of the effect of any Regulatory Change on the costs of maintaining the Advances are made on a reasonable basis. The Liquidity Provider shall not be entitled to assert any claim under this Section 3.01 in respect of or damage attributable to Taxes. The Liquidity Provider will notify the Borrower and Delta as promptly as practicable of any event occurring after the date of this Agreement that will entitle the Liquidity Provider to compensation under this Section 3.01. The Liquidity Provider agrees to investigate all commercially reasonable alternatives for reducing any Increased Costs and to use all commercially reasonable efforts to avoid or foregone interest minimize, to the greatest extent possible, any claim in respect of Increased Costs, including, without limitation, by designating a different Lending Office, if such designation or other amountaction would avoid the need for, or reduce the amount of, any such claim; provided, provided that UBS AG, Stamford Branchthe foregoing shall not obligate the Liquidity Provider to take any action that would, in its capacity as Issuing Lenderreasonable judgment, cause the Liquidity Provider to incur any material loss or cost, unless the Borrower or Delta agrees to reimburse the Liquidity Provider therefor. If no such designation or other action is effected, or, if effected, fails to avoid the need for any claim in respect of Increased Costs, Delta may arrange for a Replacement Liquidity Facility in accordance with Section 3.06(e) of the Intercreditor Agreement. Notwithstanding the foregoing provisions, in no event shall only exercise its rights the Borrower be required to make payments under this Section 2.04(a3.01: (a) in respect of any Regulatory Change proposed by any applicable governmental authority (including any branch of a legislature), central bank or comparable agency of the United States or the Liquidity Provider's jurisdiction of organization and pending as of the date of this Agreement (it being agreed that the consultative paper issued by the Basel Committee on Banking Supervision entitled "A New Capital Adequacy Framework" shall not be considered a Regulatory Change proposed as of the date of this Agreement); (b) if it exercises a claim hereunder in respect of an Increased Cost arises through circumstances peculiar to the Liquidity Provider and that do not affect similarly organized commercial banking institutions in the same jurisdiction generally that are in compliance with the law, rule, regulation or interpretation giving rise to the Regulatory Change relating to such rights Increased Cost; (c) if the Liquidity Provider shall fail to comply with its obligations under all this Section 3.01; or (d) if the Liquidity Provider is not also seeking payment for similar increased costs in other similar transactions to which it is a partysimilarly situated transactions.

Increased Costs. In The Borrower shall pay to the event that Liquidity Provider from time to time such amounts as may be necessary to compensate the Liquidity Provider for any increased costs incurred by reason the Liquidity Provider which are attributable to its making or maintaining any Advances hereunder or its obligation to make any such Advances hereunder, or any reduction in any amount receivable by the Liquidity Provider under this Agreement or the Intercreditor Agreement in respect of any such Advances or such obligation (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), resulting from any change after the Amendment Closing Date date of this Agreement in applicable lawU.S. federal, rule or regulation of any Swiss Governmental Authority with authority over Swiss banks or any U.S. Governmental Authority with authority over non-U.S. banks with U.S. banking business (eachstate, an “Applicable Governmental Authority”) or in the interpretation thereof by any Applicable Governmental Authority charged with the administration, application or interpretation thereofmunicipal, or by reason foreign laws or regulations (including Regulation D of the Board of Governors of the Federal Reserve System), or the adoption or enactment, as making after the date of and following the Amendment Closing Date, this Agreement of any requirementinterpretations, request directives, or directive requirements applying to a class of banks including the Liquidity Provider under any U.S. federal, state, municipal, or any foreign laws or regulations (whether or not having the force of law) of by any such Applicable Governmental Authority court, central bank or monetary authority charged with respect to this Agreement that shall imposethe interpretation or administration thereof (a “Regulatory Change”), modify or deem applicable any reserve, special deposit assessment or insurance fee or similar requirement against assets of, deposits with or for the account of, or credit extended by UBS AG, Stamford Branch, in its capacity as Issuing Lender, or shall subject UBS AG, Stamford Branch, in its capacity as Issuing Lender, or its Controlling Persons to any tax, levy, impost, charge, fee, duty, deduction or withholding of any kind whatsoever with respect to the Letter of Credit, this Agreement or any other Transaction Document, or change which: (1) changes the basis of taxation of UBS AG, Stamford Branch, in its capacity as Issuing Lender, with respect to any amounts payable to the Liquidity Provider under this Agreement in respect of any such Advances or such obligation (in either caseother than Excluded Taxes); or (2) imposes or modifies any reserve, except for Indemnified Taxes special deposit, compulsory loan or Other Taxes indemnifiable under Section 2.05 and the imposition similar requirements relating to any extensions of credit or other assets of, or any change deposits with other liabilities of, the Liquidity Provider (including any such Advances or such obligation or any deposits referred to in the rate definition of LIBOR Rate or related definitions). For the avoidance of doubt, any Regulatory Changes based on the consultative papers of The Basel Committee on Banking Supervision of December 2009 entitled “Strengthening the resilience of the banking sector” and “International framework for liquidity risk measurement, standards and monitoring”, in each case together with any BACK [Revolving Credit Agreement (2014-2B)] amendments thereto (collectively, “Basel III”), will not be treated, for purposes of determining whether the Liquidity Provider is entitled to compensation under this Section 3.01, as having been adopted or having come into effect before the date hereof, and any such Regulatory Changes based on Basel III shall be determined to be adopted only when the national banking supervisory authorities, or other relevant administrative or legislative bodies having primary jurisdiction or regulatory authority over the Liquidity Provider, adopt any such Regulatory Changes based on Basel III in the primary jurisdiction of the Liquidity Provider. The Liquidity Provider agrees to use reasonable efforts (consistent with applicable legal and regulatory restrictions) to change the jurisdiction of its Facility Office if making such change would avoid the need for, or reduce the amount of, any Excluded Tax amount payable by the Issuing Lender); and if any of the above-mentioned measures, events or circumstances shall result in an increase in the cost to UBS AG, Stamford Branch, in its capacity as Issuing Lender, of making, issuing, maintaining, amending or funding the Letter of Credit, or taking any other action with respect to the Letter of Credit contemplated under this Agreement, or a reduction in the amount of principal or interest or Utilization Fees received or receivable by UBS AG, Stamford Branch, in its capacity as Issuing Lender, in respect thereof, the Borrower agrees to pay to UBS AG, Stamford Branch, in its capacity as Issuing Lender, an amount equal to such additional cost, reduction, other loss or damage or foregone interest or other amount; provided, that UBS AG, Stamford Branch, in its capacity as Issuing Lender, shall only exercise its rights under this Section 2.04(a) if that may thereafter accrue and would not, in the reasonable judgment of the Liquidity Provider, be otherwise disadvantageous to the Liquidity Provider. The Liquidity Provider will notify the Borrower of any event occurring after the date of this Agreement that will entitle the Liquidity Provider to compensation pursuant to this Section 3.01 as promptly as practicable after it exercises obtains knowledge thereof and determines to request such rights compensation, which notice shall describe in reasonable detail the calculation of the amounts owed under all other similar transactions this Section. Determinations by the Liquidity Provider for purposes of this Section 3.01 of the effect of any Regulatory Change on its costs of making or maintaining Advances or on amounts receivable by it in respect of Advances, and of the additional amounts required to compensate the Liquidity Provider in respect of any Additional Costs, shall be prima facie evidence of the amount owed under this Section. Notwithstanding the preceding two paragraphs, the Liquidity Provider and the Subordination Agent agree that any permitted assignee or participant of the initial Liquidity Provider which it is not a partybank shall not be entitled to the benefits of the preceding two paragraphs (but without limiting the provisions of Section 7.08 hereof).

Increased Costs. In The Borrower shall pay to the event that Primary Liquidity Provider from time to time such amounts as may be necessary to compensate the Primary Liquidity Provider for any increased costs incurred by reason the Primary Liquidity Provider which are attributable to its making or maintaining any LIBOR Advances hereunder or its obligation to make any such Advances hereunder, or any reduction in any amount receivable by the Primary Liquidity Provider under this Agreement or the Intercreditor Agreement in respect of any such Advances or such obligation (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), resulting from any change after the Amendment Closing Date date of this Agreement in applicable lawU.S. federal, rule or regulation of any Swiss Governmental Authority with authority over Swiss banks or any U.S. Governmental Authority with authority over non-U.S. banks with U.S. banking business (eachstate, an “Applicable Governmental Authority”) or in the interpretation thereof by any Applicable Governmental Authority charged with the administration, application or interpretation thereofmunicipal, or by reason foreign laws or regulations (including Regulation D of the Board of Governors of the Federal Reserve System), or the adoption or enactment, as making after the date of and following the Amendment Closing Date, this Agreement of any requirementinterpretations, request directives, or directive requirements applying to a class of banks including the Primary Liquidity Provider under any U.S. federal, state, municipal, or any foreign laws or regulations (whether or not having the force of law) of by any such Applicable Governmental Authority court, central bank or monetary authority charged with respect to this Agreement that shall imposethe interpretation or administration thereof (a “Regulatory Change”), modify or deem applicable any reserve, special deposit assessment or insurance fee or similar requirement against assets of, deposits with or for the account of, or credit extended by UBS AG, Stamford Branch, in its capacity as Issuing Lender, or shall subject UBS AG, Stamford Branch, in its capacity as Issuing Lender, or its Controlling Persons to any tax, levy, impost, charge, fee, duty, deduction or withholding of any kind whatsoever with respect to the Letter of Credit, this Agreement or any other Transaction Document, or change which: (1) changes the basis of taxation of UBS AG, Stamford Branch, any amounts payable to the Primary Liquidity Provider under this Agreement in its capacity as Issuing Lender, respect of any such Advances or such obligation (other than with respect to Excluded Taxes); or (2) imposes or modifies any amounts payable under this Agreement (in either casereserve, except for Indemnified Taxes special deposit, compulsory loan or Other Taxes indemnifiable under Section 2.05 and the imposition similar requirements relating to any extensions of credit or other assets of, or any change deposits with other liabilities of, the Primary Liquidity Provider (including any BACK such Advances or such obligation or any deposits referred to in the rate ofdefinition of LIBOR Rate or related definitions). The Primary Liquidity Provider will notify the Borrower of any event occurring after the date of this Agreement that will entitle the Primary Liquidity Provider to compensation pursuant to this Section 3.01 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, any Excluded Tax payable which notice shall describe in reasonable detail the calculation of the amounts owed under this Section. Determinations by the Issuing Lender); and if any Primary Liquidity Provider for purposes of this Section 3.01 of the above-mentioned measureseffect of any Regulatory Change on its costs of making or maintaining Advances or on amounts receivable by it in respect of Advances, events and of the additional amounts required to compensate the Primary Liquidity Provider in respect of any Additional Costs, shall be prima facie evidence of the amount owed under this Section. Notwithstanding the preceding two paragraphs, the Primary Liquidity Provider and the Subordination Agent agree that any permitted assignee or circumstances participant of the initial Primary Liquidity Provider which is not a bank shall result in an increase in the cost to UBS AG, Stamford Branch, in its capacity as Issuing Lender, of making, issuing, maintaining, amending or funding the Letter of Credit, or taking any other action with respect not be entitled to the Letter benefits of Credit contemplated under this Agreement, or a reduction in the amount preceding two paragraphs (but without limiting the provisions of principal or interest or Utilization Fees received or receivable by UBS AG, Stamford Branch, in its capacity as Issuing Lender, in respect thereof, the Borrower agrees to pay to UBS AG, Stamford Branch, in its capacity as Issuing Lender, an amount equal to such additional cost, reduction, other loss or damage or foregone interest or other amount; provided, that UBS AG, Stamford Branch, in its capacity as Issuing Lender, shall only exercise its rights under this Section 2.04(a) if it exercises such rights under all other similar transactions to which it is a party7.08 hereof).

Increased Costs. In the event that by reason Without duplication of any change after the Amendment Closing Date in applicable lawrights created by Section 3.03, rule or regulation if as a result of any Swiss Governmental Authority with authority over Swiss banks or Regulatory Change there shall be any U.S. Governmental Authority with authority over nonincrease by an amount reasonably Revolving Credit Agreement (Class A) (American Airlines 2013-U.S. banks with U.S. banking business (each, an “Applicable Governmental Authority”2 Aircraft EETC) or deemed by the Liquidity Provider to be material in the interpretation thereof by actual cost to the Liquidity Provider of making, funding or maintaining any Applicable Governmental Authority charged with the administration, application Advances or interpretation thereof, or by reason of the adoption or enactment, as of and following the Amendment Closing Date, of any requirement, request or directive (whether or not having the force of law) of its obligation to make any such Applicable Governmental Authority with respect Advances or there shall be any reduction by an amount reasonably deemed by the Liquidity Provider to this Agreement that shall impose, modify or deem applicable any reserve, special deposit assessment or insurance fee or similar requirement against assets of, deposits with or for be material in the account of, or credit extended amount receivable by UBS AG, Stamford Branch, in its capacity as Issuing Lender, or shall subject UBS AG, Stamford Branch, in its capacity as Issuing Lender, or its Controlling Persons to any tax, levy, impost, charge, fee, duty, deduction or withholding of any kind whatsoever with respect to the Letter of Credit, Liquidity Provider under this Agreement or any other Transaction Document, or change the basis of taxation of UBS AG, Stamford Branch, in its capacity as Issuing Lender, with respect to any amounts payable under this Intercreditor Agreement (in either case, except for Indemnified Taxes or Other Taxes indemnifiable under Section 2.05 and the imposition of, or any change in the rate of, any Excluded Tax payable by the Issuing Lender); and if any of the above-mentioned measures, events or circumstances shall result in an increase in the cost to UBS AG, Stamford Branch, in its capacity as Issuing Lender, of making, issuing, maintaining, amending or funding the Letter of Credit, or taking any other action with respect to the Letter of Credit contemplated under this Agreement, or a reduction in the amount of principal or interest or Utilization Fees received or receivable by UBS AG, Stamford Branch, in its capacity as Issuing Lender, in respect thereof, and in case of either such an increase or reduction, such event does not arise from the gross negligence or willful misconduct of the Liquidity Provider, from its breach of any of its representations, warranties, covenants or agreements contained herein or in the Intercreditor Agreement or from its failure to comply with any such Regulatory Change (any such increase or reduction being referred to herein as an “Increased Cost”), then, subject to Sections 2.07 and 2.09, the Borrower agrees shall from time to time pay to UBS AG, Stamford Branch, in its capacity as Issuing Lender, the Liquidity Provider an amount equal to such additional costIncreased Cost within 10 Business Days after delivery to the Borrower and American of a certificate of an officer of the Liquidity Provider describing in reasonable detail the event by reason of which it claims such Increased Cost and the basis for the determination of the amount of such Increased Cost; provided that the Borrower shall be obligated to pay amounts only with respect to any Increased Costs accruing from the date 120 days prior to the date of delivery of such certificate. Such certificate, reductionin the absence of manifest error, other loss shall be considered prima facie evidence of the amount of the Increased Costs for purposes of this Agreement; provided that any determinations and allocations by the Liquidity Provider of the effect of any Regulatory Change on the costs of maintaining the Advances or damage the obligation to make Advances are made on a reasonable basis. For the avoidance of doubt, the Liquidity Provider shall not be entitled to assert any claim under this Section 3.01 in respect of or foregone interest attributable to Excluded Taxes. The Liquidity Provider will notify the Borrower and American as promptly as practicable of any event occurring after the date of this Agreement that will entitle the Liquidity Provider to compensation under this Section 3.01. The Liquidity Provider agrees to investigate all commercially reasonable alternatives for reducing any Increased Costs and to use all commercially reasonable efforts to avoid or minimize, to the greatest extent possible, any claim in respect of Increased Costs, including, without limitation, by designating a different Lending Office, if such designation or other amountaction would avoid the need for, or reduce the amount of, any such claim; provided, provided that UBS AG, Stamford Branchthe foregoing shall not obligate the Liquidity Provider to take any action that would, in its capacity as Issuing Lenderreasonable judgment, cause the Liquidity Provider to take any action that is not materially consistent with its internal policies or is otherwise materially disadvantageous to the Liquidity Provider or that would cause the Liquidity Provider to incur any material loss or cost, unless the Borrower or American agrees to reimburse or indemnify the Liquidity Provider therefor. If no such designation or other action is effected, or, if effected, such notice fails to avoid the need for any claim in respect of Increased Costs, American may arrange for a Replacement Liquidity Facility in accordance with Section 3.05(e) of the Intercreditor Agreement. Notwithstanding the foregoing provisions, in no event shall only exercise its rights the Borrower be required to make payments under this Section 2.04(a3.01: (a) in respect of any Regulatory Change proposed by any applicable governmental authority (including any branch of a legislature), central bank or comparable agency of the United States or the Liquidity Provider’s jurisdiction of organization or in which its Lending Office is located and pending as of the date of this Agreement (it being agreed that the Regulatory Changes contemplated by (i) all requests, rules, guidelines or directives promulgated or issued by the Basel Committee on Banking Supervision (or any Revolving Credit Agreement (Class A) (American Airlines 2013-2 Aircraft EETC) successor or similar authority) including, but not limited to the Consultative Documents entitled “Strengthening the resilience of the banking sector” and “International framework for liquidity risk measurement, standards and monitoring,” each dated December 2009 or the United States regulatory authorities, in each case pursuant to Basel III and (ii) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith, shall not be considered to have been proposed or pending as of the date of this Agreement); (b) if it exercises a claim hereunder in respect of an Increased Cost arises through circumstances peculiar to the Liquidity Provider and that do not affect similarly organized commercial banking institutions in the same jurisdiction generally that are in compliance with the law, rule, regulation or interpretation giving rise to the Regulatory Change relating to such rights Increased Cost; (c) if the Liquidity Provider shall fail to comply with its obligations under all this Section 3.01 or (d) if the Liquidity Provider is not also seeking payment for similar increased costs in other similar similarly situated transactions related to which it is a partythe airline industry.

Increased Costs. In the event that by reason Without duplication of any change after the Amendment Closing Date in applicable lawrights created by Section 3.03, rule or regulation if as a result of any Swiss Governmental Authority with authority over Swiss banks or Regulatory Change there shall be any U.S. Governmental Authority with authority over non-U.S. banks with U.S. banking business (each, increase by an “Applicable Governmental Authority”) or amount reasonably deemed by the Liquidity Provider to be material in the interpretation thereof by actual cost to the Liquidity Provider of making, funding or maintaining any Applicable Governmental Authority charged with the administration, application Advances or interpretation thereof, or by reason of the adoption or enactment, as of and following the Amendment Closing Date, of any requirement, request or directive (whether or not having the force of law) of its obligation to make any such Applicable Governmental Authority with respect Advances or there shall be any reduction by an amount reasonably deemed by the Liquidity Provider to this Agreement that shall impose, modify or deem applicable any reserve, special deposit assessment or insurance fee or similar requirement against assets of, deposits with or for be material in the account of, or credit extended amount receivable by UBS AG, Stamford Branch, in its capacity as Issuing Lender, or shall subject UBS AG, Stamford Branch, in its capacity as Issuing Lender, or its Controlling Persons to any tax, levy, impost, charge, fee, duty, deduction or withholding of any kind whatsoever with respect to the Letter of Credit, Liquidity Provider under this Agreement or any other Transaction Document, or change the basis of taxation of UBS AG, Stamford Branch, in its capacity as Issuing Lender, with respect to any amounts payable under this Revolving Credit Agreement (in either case, except for Indemnified Taxes or Other Taxes indemnifiable under Section 2.05 and the imposition of, or any change in the rate of, any Excluded Tax payable by the Issuing Lender); and if any of the aboveClass B) (2010-mentioned measures, events or circumstances shall result in an increase in the cost to UBS AG, Stamford Branch, in its capacity as Issuing Lender, of making, issuing, maintaining, amending or funding the Letter of Credit, or taking any other action with respect to the Letter of Credit contemplated under this Agreement, or a reduction in the amount of principal or interest or Utilization Fees received or receivable by UBS AG, Stamford Branch, in its capacity as Issuing Lender, 1B EETC) Intercreditor Agreement in respect thereof, and in case of either such an increase or reduction, such event does not arise from the gross negligence or willful misconduct of the Liquidity Provider, from its breach of any of its representations, warranties, covenants or agreements contained herein or in the Intercreditor Agreement or from its failure to comply with any such Regulatory Change (any such increase or reduction being referred to herein as an “Increased Cost”), then, subject to Sections 2.07 and 2.09, the Borrower agrees shall from time to time pay to UBS AG, Stamford Branch, in its capacity as Issuing Lender, the Liquidity Provider an amount equal to such additional costIncreased Cost within 10 Business Days after delivery to the Borrower and Delta of a certificate of an officer of the Liquidity Provider describing in reasonable detail the event by reason of which it claims such Increased Cost and the basis for the determination of the amount of such Increased Cost; provided that the Borrower shall be obligated to pay amounts only with respect to any Increased Costs accruing from the date 120 days prior to the date of delivery of such certificate. Such certificate, reductionin the absence of manifest error, other loss shall be considered prima facie evidence of the amount of the Increased Costs for purposes of this Agreement; provided that any determinations and allocations by the Liquidity Provider of the effect of any Regulatory Change on the costs of maintaining the Advances or damage the obligation to make Advances are made on a reasonable basis. For the avoidance of doubt, the Liquidity Provider shall not be entitled to assert any claim under this Section 3.01 in respect of or foregone interest attributable to Excluded Taxes. The Liquidity Provider will notify the Borrower and Delta as promptly as practicable of any event occurring after the date of this Agreement that will entitle the Liquidity Provider to compensation under this Section 3.01. The Liquidity Provider agrees to investigate all commercially reasonable alternatives for reducing any Increased Costs and to use all commercially reasonable efforts to avoid or minimize, to the greatest extent possible, any claim in respect of Increased Costs, including, without limitation, by designating a different Lending Office, if such designation or other amountaction would avoid the need for, or reduce the amount of, any such claim; provided, provided that UBS AG, Stamford Branchthe foregoing shall not obligate the Liquidity Provider to take any action that would, in its capacity as Issuing Lenderreasonable judgment, cause the Liquidity Provider to take any action that is not materially consistent with its internal policies or is otherwise materially disadvantageous to the Liquidity Provider or that would cause the Liquidity Provider to incur any material loss or cost, unless the Borrower or Delta agrees to reimburse or indemnify the Liquidity Provider therefor. If no such designation or other action is effected, or, if effected, such notice fails to avoid the need for any claim in respect of Increased Costs, Delta may arrange for a Replacement Liquidity Facility in accordance with Section 3.05(e) of the Intercreditor Agreement. Notwithstanding the foregoing provisions, in no event shall only exercise its rights the Borrower be required to make payments under this Section 2.04(a3.01: (a) in respect of any Regulatory Change proposed by any applicable governmental authority (including any branch of a legislature), central bank or comparable agency of the United States or the Liquidity Provider’s jurisdiction of organization or in which its Lending Office is located and pending as of the date of this Agreement (it being agreed that the Regulatory Changes contemplated by the Consultative Documents issued by the Basel Committee on Banking Supervision entitled “Strengthening the resilience of the banking sector” and “International framework for liquidity risk measurement, standards and monitoring,” each dated December 2009, shall not be considered to have been proposed or pending as of the date of this Agreement); (b) if it exercises a claim hereunder in respect of an Increased Cost arises through circumstances peculiar to the Liquidity Provider and that do not affect similarly organized commercial banking institutions in the same jurisdiction generally that are in compliance with Revolving Credit Agreement (Class B) (2010-1B EETC) 15 the law, rule, regulation or interpretation giving rise to the Regulatory Change relating to such rights Increased Cost; (c) if the Liquidity Provider shall fail to comply with its obligations under all this Section 3.01 or (d) if the Liquidity Provider is not also seeking payment for similar increased costs in other similar similarly situated transactions related to which it is a partythe airline industry.

Increased Costs. In The Borrower shall pay to the event that Liquidity Provider from time to time such amounts as may be necessary to compensate the Liquidity Provider for any increased costs incurred by reason the Liquidity Provider which are attributable to its making or maintaining any LIBOR Advances hereunder or its obligation to make any such Advances hereunder, or any reduction in any amount receivable by the Liquidity Provider under this Agreement or the Intercreditor Agreement in respect of any such Advances or such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any change after the Amendment Closing Date date of this Agreement in applicable lawU.S. federal, rule or regulation of any Swiss Governmental Authority with authority over Swiss banks or any U.S. Governmental Authority with authority over non-U.S. banks with U.S. banking business (eachstate, an “Applicable Governmental Authority”) or in the interpretation thereof by any Applicable Governmental Authority charged with the administration, application or interpretation thereofmunicipal, or by reason foreign laws or regulations (including Regulation D of the Board of Governors of the Federal Reserve System), or the adoption or enactment, as making after the date of and following the Amendment Closing Date, this Agreement of any requirementinterpretations, request directives, or directive requirements applying to a class of banks including the Liquidity Provider under any U.S. federal, state, municipal, or any foreign laws or regulations (whether or not having the force of law) of by any such Applicable Governmental Authority court, central bank or monetary authority charged with respect to this Agreement that shall imposethe interpretation or administration thereof (a "Regulatory Change"), modify or deem applicable any reserve, special deposit assessment or insurance fee or similar requirement against assets of, deposits with or for the account of, or credit extended by UBS AG, Stamford Branch, in its capacity as Issuing Lender, or shall subject UBS AG, Stamford Branch, in its capacity as Issuing Lender, or its Controlling Persons to any tax, levy, impost, charge, fee, duty, deduction or withholding of any kind whatsoever with respect to the Letter of Credit, this Agreement or any other Transaction Document, or change which: (1) changes the basis of taxation of UBS AGany amounts payable to the Liquidity Provider under this Agreement in respect of any such Advances (other than with respect to Excluded Taxes); or (2) imposes or modifies any reserve, Stamford Branchspecial deposit, compulsory loan or similar requirements relating to any extensions of credit or other assets of, or any deposits with other liabilities of, the Liquidity Provider (including any such Advances or any deposits referred to in its capacity as Issuing Lenderthe definition of LIBOR Rate or related definitions); provided, that the Borrower shall only be obligated to pay amounts with respect to any Additional Costs accruing from the date 120 days prior to the date of delivery of the notice specified in the next paragraph. The Liquidity Provider will notify the Borrower of any event occurring after the date of this Agreement that will entitle the Liquidity Provider to compensation pursuant to this Section 3.01 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, which notice shall describe in reasonable detail the calculation of the amounts payable owed under this Agreement (in either case, except for Indemnified Taxes or Other Taxes indemnifiable under Section 2.05 and the imposition of, or any change in the rate of, any Excluded Tax payable Section. Determinations by the Issuing Lender); and if any Liquidity Provider for purposes of this Section 3.01 of the above-mentioned measureseffect of any Regulatory Change on its costs of making or maintaining Advances or on amounts receivable by it in respect of Advances, events or circumstances and of the additional amounts required to compensate the Liquidity Provider in respect of any Additional Costs, shall result in an increase in be prima facie evidence of the cost to UBS AG, Stamford Branch, in its capacity as Issuing Lender, of making, issuing, maintaining, amending or funding the Letter of Credit, or taking any other action with respect to the Letter of Credit contemplated amount owed under this Agreement, or a reduction in the amount of principal or interest or Utilization Fees received or receivable by UBS AG, Stamford Branch, in its capacity as Issuing Lender, in respect thereof, the Borrower agrees to pay to UBS AG, Stamford Branch, in its capacity as Issuing Lender, an amount equal to such additional cost, reduction, other loss or damage or foregone interest or other amount; provided, that UBS AG, Stamford Branch, in its capacity as Issuing Lender, shall only exercise its rights under this Section 2.04(a) if it exercises such rights under all other similar transactions to which it is a partySection.

Increased Costs. In the event that by reason Without duplication of any change after the Amendment Closing Date in applicable lawrights created by Section 3.03, rule or regulation if as a result of any Swiss Governmental Authority with authority over Swiss banks or Regulatory Change there shall be any U.S. Governmental Authority with authority over non-U.S. banks with U.S. banking business (each, increase by an “Applicable Governmental Authority”) or amount reasonably deemed by the Liquidity Provider to be material in the interpretation thereof by actual cost to the Liquidity Provider of making, funding or maintaining any Applicable Governmental Authority charged with the administration, application Advances or interpretation thereof, or by reason of the adoption or enactment, as of and following the Amendment Closing Date, of any requirement, request or directive (whether or not having the force of law) of its obligation to make any such Applicable Governmental Authority with respect Advances or there shall be any reduction by an amount reasonably deemed by the Liquidity Provider to this Agreement that shall impose, modify or deem applicable any reserve, special deposit assessment or insurance fee or similar requirement against assets of, deposits with or for be material in the account of, or credit extended amount receivable by UBS AG, Stamford Branch, in its capacity as Issuing Lender, or shall subject UBS AG, Stamford Branch, in its capacity as Issuing Lender, or its Controlling Persons to any tax, levy, impost, charge, fee, duty, deduction or withholding of any kind whatsoever with respect to the Letter of Credit, Liquidity Provider under this Agreement or any other Transaction Document, or change the basis of taxation of UBS AG, Stamford Branch, in its capacity as Issuing Lender, with respect to any amounts payable under this Intercreditor Agreement (in either case, except for Indemnified Taxes or Other Taxes indemnifiable under Section 2.05 and the imposition of, or any change in the rate of, any Excluded Tax payable by the Issuing Lender); and if any of the above-mentioned measures, events or circumstances shall result in an increase in the cost to UBS AG, Stamford Branch, in its capacity as Issuing Lender, of making, issuing, maintaining, amending or funding the Letter of Credit, or taking any other action with respect to the Letter of Credit contemplated under this Agreement, or a reduction in the amount of principal or interest or Utilization Fees received or receivable by UBS AG, Stamford Branch, in its capacity as Issuing Lender, in respect thereof, and in case of either such an increase or reduction, such event does not arise from the gross negligence or willful misconduct of the Liquidity Provider, from its breach of any of its representations, warranties, covenants or agreements contained herein or in the Intercreditor Agreement or from its failure to comply with any such Regulatory Change (any such increase or reduction being referred to herein as an “Increased Cost”), then, subject to Sections 2.07 and 2.09, the Borrower agrees shall from time to time pay to UBS AG, Stamford Branch, in its capacity as Issuing Lender, the Liquidity Provider an amount equal to such additional costIncreased Cost within 10 Business Days after delivery to the Borrower and JetBlue of a certificate of an officer of the Liquidity Provider describing in reasonable detail the event by reason of which it claims such Increased Cost and the basis for the determination of the amount of such Increased Cost; provided that the Borrower shall be obligated to pay amounts only with respect to any Increased Costs accruing from the date 120 days prior to the date of delivery of such certificate. Such certificate, reductionin the absence of manifest error, other loss shall be considered prima facie evidence of the amount of the Increased Costs for purposes of this Agreement; provided that any determinations and allocations by the Liquidity Provider of the effect of any Regulatory Change on the costs of maintaining the Advances or damage the obligation to make Advances are made on a reasonable basis. For the avoidance of doubt, the Liquidity Provider shall not be entitled to assert any claim under this Section 3.01 in respect of or foregone interest attributable to Excluded Taxes. The Liquidity Provider will notify the Borrower and JetBlue as promptly as practicable of any event occurring after the date of this Agreement that will entitle the Liquidity Provider to compensation under this Section 3.01. The Liquidity Provider agrees to investigate all commercially reasonable alternatives for reducing any Increased Costs and to use all commercially reasonable efforts to avoid or minimize, to the greatest extent possible, any claim in respect of Increased Costs, including, without limitation, by designating a different Lending Office, if such designation or other amountaction would avoid the need for, or reduce the amount of, any such claim; provided, provided that UBS AG, Stamford Branchthe foregoing shall not obligate the Liquidity Provider to take any action that would, in its capacity as Issuing Lenderreasonable judgment, cause the Liquidity Provider to take any action that is not materially consistent with its internal policies or is otherwise materially disadvantageous to the Liquidity Provider or that would cause the Liquidity Provider to incur any material loss or cost, unless the Borrower or JetBlue agrees to reimburse or indemnify the Liquidity Provider therefor. If no such designation or other action is effected, or, if effected, such notice fails to avoid the need for any claim in respect of Increased Costs, JetBlue may arrange for a Replacement Liquidity Facility in accordance with Section 3.05(e) of the Intercreditor Agreement. Revolving Credit Agreement (Class A) (2020-1 EETC) Notwithstanding the foregoing provisions, in no event shall only exercise its rights the Borrower be required to make payments under this Section 2.04(a3.01: (a) in respect of any Regulatory Change proposed by any applicable governmental authority (including any branch of a legislature), central bank or comparable agency of the United States or the Liquidity Provider’s jurisdiction of organization or in which its Lending Office is located and pending as of the date of this Agreement (it being agreed that the Regulatory Changes contemplated by (i) the frameworks published by the Basel Committee on Banking Supervision entitled “Basel III: A global regulatory framework for more resilient banks and banking systems” dated December 2010 (revised June 2011) and “Basel III: The Liquidity Coverage Ratio and liquidity risk monitoring tools,” dated January 2013 and (ii) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith, shall not be considered to have been proposed or pending as of the date of this Agreement); (b) if it exercises a claim hereunder in respect of an Increased Cost arises through circumstances peculiar to the Liquidity Provider and that do not affect similarly organized commercial banking institutions in the same jurisdiction generally that are in compliance with the law, rule, regulation or interpretation giving rise to the Regulatory Change relating to such rights Increased Cost; (c) if the Liquidity Provider shall fail to comply with its obligations under all this Section 3.01 or (d) if the Liquidity Provider is not also seeking payment for similar increased costs in other similar similarly situated transactions related to which it is a partythe airline industry.

Increased Costs. In The Borrower shall pay to the event that Liquidity Provider from time to time such amounts as may be necessary to compensate the Liquidity Provider for any increased costs incurred by reason the Liquidity Provider which are attributable to its making or maintaining any Advances hereunder or its obligation to make any such Advances hereunder, or any reduction in any amount receivable by the Liquidity Provider under this Agreement or the Intercreditor Agreement in respect of any such Advances or such obligation (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), resulting from any change after the Amendment Closing Date date of this Agreement in applicable lawU.S. federal, rule or regulation of any Swiss Governmental Authority with authority over Swiss banks or any U.S. Governmental Authority with authority over non-U.S. banks with U.S. banking business (eachstate, an “Applicable Governmental Authority”) or in the interpretation thereof by any Applicable Governmental Authority charged with the administration, application or interpretation thereofmunicipal, or by reason foreign laws or regulations (including Regulation D of the Board of Governors of the Federal Reserve System), or the adoption or enactment, as making after the date of and following the Amendment Closing Date, this Agreement of any requirementinterpretations, request directives, or directive requirements applying to a class of banks including the Liquidity Provider under any U.S. federal, state, municipal, or any foreign laws or regulations (whether or not having the force of law) of by any such Applicable Governmental Authority court, central bank or monetary authority charged with respect to this Agreement that shall imposethe interpretation or administration thereof (a “Regulatory Change”), modify or deem applicable any reserve, special deposit assessment or insurance fee or similar requirement against assets of, deposits with or for the account of, or credit extended by UBS AG, Stamford Branch, in its capacity as Issuing Lender, or shall subject UBS AG, Stamford Branch, in its capacity as Issuing Lender, or its Controlling Persons to any tax, levy, impost, charge, fee, duty, deduction or withholding of any kind whatsoever with respect to the Letter of Credit, this Agreement or any other Transaction Document, or change which: (1) changes the basis of taxation of UBS AG, Stamford Branch, any amounts payable to the Liquidity Provider under this Agreement in its capacity as Issuing Lender, respect of any such Advances or such obligation (other than with respect to any amounts payable under this Agreement (in either case, except for Indemnified Excluded Taxes or Other Taxes indemnifiable under Section 2.05 and the imposition Indemnified Taxes); or (2) imposes or modifies any reserve, special deposit, compulsory loan or similar requirements relating to any extensions of credit or other assets of, or any change deposits with other liabilities of, the Liquidity Provider (including any such Advances or such obligation or any deposits referred to in the rate definition of LIBOR Rate, Market Disruption Base Rate or related definitions). For the avoidance of doubt, any Regulatory Changes based on the consultative papers of The Basel Committee on Banking Supervision of December 2009 entitled “Strengthening the resilience of the banking sector” and “International framework for liquidity risk measurement, standards and monitoring”, in each case together with any amendments thereto (collectively, “Basel III”), will not be treated, for purposes of determining whether the Liquidity Provider is entitled to compensation under this Section 3.01, as having been adopted or having come into effect before the date hereof, and any such Regulatory Changes based on Basel III shall be determined to be adopted only when the national banking supervisory authorities, or other relevant administrative or legislative bodies having primary jurisdiction or regulatory authority over the Liquidity Provider, adopt any such Regulatory Changes based on Basel III in the primary jurisdiction of the Liquidity Provider. The Liquidity Provider agrees to use reasonable efforts (consistent with its internal policies and applicable legal and regulatory restrictions) to change the jurisdiction of its Facility Office if making such change would avoid the need for, or reduce the amount of, any Excluded Tax amount payable by the Issuing Lender); and if any of the above-mentioned measures, events or circumstances shall result in an increase in the cost to UBS AG, Stamford Branch, in its capacity as Issuing Lender, of making, issuing, maintaining, amending or funding the Letter of Credit, or taking any other action with respect to the Letter of Credit contemplated under this Agreement, or a reduction in the amount of principal or interest or Utilization Fees received or receivable by UBS AG, Stamford Branch, in its capacity as Issuing Lender, in respect thereof, the Borrower agrees to pay to UBS AG, Stamford Branch, in its capacity as Issuing Lender, an amount equal to such additional cost, reduction, other loss or damage or foregone interest or other amount; provided, that UBS AG, Stamford Branch, in its capacity as Issuing Lender, shall only exercise its rights under this Section 2.04(a) if that may thereafter accrue and would not, in the reasonable judgment of the Liquidity Provider, be otherwise disadvantageous to the Liquidity Provider. The Liquidity Provider will notify the Borrower of any event occurring after the date of this Agreement that will entitle the Liquidity Provider to compensation pursuant to this Section 3.01 as promptly as practicable after it exercises obtains knowledge thereof and determines to request such rights compensation, which notice shall describe in reasonable detail the calculation of the amounts owed under all other similar transactions this Section. Determinations by the Liquidity Provider for purposes of this Section 3.01 of the effect of any Regulatory Change on its costs of making or maintaining Advances or on amounts receivable by it in respect of Advances, and of the additional amounts required to compensate the Liquidity Provider in respect of any Additional Costs, shall be prima facie evidence of the amount owed under this Section. Notwithstanding the preceding two paragraphs, the Liquidity Provider and the Subordination Agent agree that any permitted assignee or participant of the initial Liquidity Provider which it is not a partybank shall not be entitled to the benefits of the preceding two paragraphs (but without limiting the provisions of Section 7.08 hereof).

Increased Costs. In The Borrower shall pay to the event that Liquidity Provider from time to time such amounts as may be necessary to compensate the Liquidity Provider for any increased costs incurred by reason the Liquidity Provider which are attributable to its making or maintaining any Advances hereunder or its obligation to make any such Advances hereunder, or any reduction in any amount receivable by the Liquidity Provider under this Agreement or the Intercreditor Agreement in respect of any such Advances or such obligation (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), resulting from any change after the Amendment Closing Date date of this Agreement in applicable lawU.S. federal, rule or regulation of any Swiss Governmental Authority with authority over Swiss banks or any U.S. Governmental Authority with authority over non-U.S. banks with U.S. banking business (eachstate, an “Applicable Governmental Authority”) or in the interpretation thereof by any Applicable Governmental Authority charged with the administration, application or interpretation thereofmunicipal, or by reason foreign laws or regulations (including Regulation D of the Board of Governors of the Federal Reserve System), or the adoption or enactment, as making after the date of and following the Amendment Closing Date, this Agreement of any requirementinterpretations, request directives, or directive requirements applying to a class of banks including the Liquidity Provider under any U.S. federal, state, municipal, or any foreign laws or regulations (whether or not having the force of law) of by any such Applicable Governmental Authority court, central bank or monetary authority charged with respect to this Agreement that shall imposethe interpretation or administration thereof (a “Regulatory Change”), modify or deem applicable any reserve, special deposit assessment or insurance fee or similar requirement against assets of, deposits with or for the account of, or credit extended by UBS AG, Stamford Branch, in its capacity as Issuing Lender, or shall subject UBS AG, Stamford Branch, in its capacity as Issuing Lender, or its Controlling Persons to any tax, levy, impost, charge, fee, duty, deduction or withholding of any kind whatsoever with respect to the Letter of Credit, this Agreement or any other Transaction Document, or change which: (1) changes the basis of taxation of UBS AG, Stamford Branch, in its capacity as Issuing Lender, with respect to any amounts payable to the Liquidity Provider under this Agreement in respect of any such Advances or such obligation (in either caseother than Excluded Taxes); or (2) imposes or modifies any reserve, except for Indemnified Taxes special deposit, compulsory loan or Other Taxes indemnifiable under Section 2.05 and the imposition similar requirements relating to any extensions of credit or other assets of, or any change deposits with other liabilities of, the Liquidity Provider (including any such Advances or such obligation or any deposits referred to in the rate definition of LIBOR Rate or related definitions). For the avoidance of doubt, any Regulatory Changes based on the consultative papers of The Basel Committee on Banking Supervision of December 2009 entitled “Strengthening the resilience of the banking sector” and “International framework for liquidity risk measurement, standards and monitoring”, in each case together with any amendments thereto (collectively, “Basel III”), will not be treated, for purposes of determining whether the Liquidity Provider is entitled to compensation under this Section 3.01, as having been adopted or having come into effect before the date hereof, and any such Regulatory Changes based on Basel III shall be determined to be adopted only when the national banking supervisory authorities, or other relevant administrative or legislative bodies having primary jurisdiction or regulatory authority over the Liquidity Provider, adopt any such Regulatory Changes based on Basel III in the primary jurisdiction of the Liquidity Provider. The Liquidity Provider agrees to use reasonable efforts (consistent with applicable legal and regulatory restrictions) to change the jurisdiction of its Facility Office if making such change would avoid the need for, or reduce the amount of, any Excluded Tax amount payable by the Issuing Lender); and if any of the above-mentioned measures, events or circumstances shall result in an increase in the cost to UBS AG, Stamford Branch, in its capacity as Issuing Lender, of making, issuing, maintaining, amending or funding the Letter of Credit, or taking any other action with respect to the Letter of Credit contemplated under this Agreement, or a reduction in the amount of principal or interest or Utilization Fees received or receivable by UBS AG, Stamford Branch, in its capacity as Issuing Lender, in respect thereof, the Borrower agrees to pay to UBS AG, Stamford Branch, in its capacity as Issuing Lender, an amount equal to such additional cost, reduction, other loss or damage or foregone interest or other amount; provided, that UBS AG, Stamford Branch, in its capacity as Issuing Lender, shall only exercise its rights under this Section 2.04(a) if that may thereafter accrue and would not, in the reasonable judgment of the Liquidity Provider, be otherwise disadvantageous to the Liquidity Provider. The Liquidity Provider will notify the Borrower of any event occurring after the date of this Agreement that will entitle the Liquidity Provider to compensation pursuant to this Section 3.01 as promptly as practicable after it exercises obtains knowledge thereof and determines to request such rights compensation, which notice shall describe in reasonable detail the calculation of the amounts owed under all other similar transactions this Section. Determinations by the Liquidity Provider for purposes of this Section 3.01 of the effect of any Regulatory Change on its costs of making or maintaining Advances or on amounts receivable by it in respect of Advances, and of the additional amounts required to compensate the Liquidity Provider in respect of any Additional Costs, shall be prima facie evidence of the amount owed under this Section. [Revolving Credit Agreement (2019-2AA)] Notwithstanding the preceding two paragraphs, the Liquidity Provider and the Subordination Agent agree that any permitted assignee or participant of the initial Liquidity Provider which it is not a partybank shall not be entitled to the benefits of the preceding two paragraphs (but without limiting the provisions of Section 7.08 hereof).

Increased Costs. In the event that by reason Without duplication of any change after the Amendment Closing Date in applicable lawrights created by Section 3.03, rule or regulation if as a result of any Swiss Governmental Authority with authority over Swiss banks or Regulatory Change there shall be any U.S. Governmental Authority with authority over non-U.S. banks with U.S. banking business (each, increase by an “Applicable Governmental Authority”) or amount reasonably deemed by the Liquidity Provider to be material in the interpretation thereof by actual cost to the Liquidity Provider of making, funding or maintaining any Applicable Governmental Authority charged with the administration, application Advances or interpretation thereof, or by reason of the adoption or enactment, as of and following the Amendment Closing Date, of any requirement, request or directive (whether or not having the force of law) of its obligation to make any such Applicable Governmental Authority with respect Advances or there shall be any reduction by an amount reasonably deemed by the Liquidity Provider to this Agreement that shall impose, modify or deem applicable any reserve, special deposit assessment or insurance fee or similar requirement against assets of, deposits with or for be material in the account of, or credit extended amount receivable by UBS AG, Stamford Branch, in its capacity as Issuing Lender, or shall subject UBS AG, Stamford Branch, in its capacity as Issuing Lender, or its Controlling Persons to any tax, levy, impost, charge, fee, duty, deduction or withholding of any kind whatsoever with respect to the Letter of Credit, Liquidity Provider under this Agreement or any other Transaction Document, or change the basis of taxation of UBS AG, Stamford Branch, in its capacity as Issuing Lender, with respect to any amounts payable under this Revolving Credit Agreement (in either case, except for Indemnified Taxes or Other Taxes indemnifiable under Section 2.05 and the imposition of, or any change in the rate of, any Excluded Tax payable by the Issuing Lender); and if any of the aboveClass B) (American Airlines 2016-mentioned measures, events or circumstances shall result in an increase in the cost to UBS AG, Stamford Branch, in its capacity as Issuing Lender, of making, issuing, maintaining, amending or funding the Letter of Credit, or taking any other action with respect to the Letter of Credit contemplated under this Agreement, or a reduction in the amount of principal or interest or Utilization Fees received or receivable by UBS AG, Stamford Branch, in its capacity as Issuing Lender, 2 Aircraft EETC) Intercreditor Agreement in respect thereof, and in case of either such an increase or reduction, such event does not arise from the gross negligence or willful misconduct of the Liquidity Provider, from its breach of any of its representations, warranties, covenants or agreements contained herein or in the Intercreditor Agreement or from its failure to comply with any such Regulatory Change (any such increase or reduction being referred to herein as an “Increased Cost”), then, subject to Sections 2.07 and 2.09, the Borrower agrees shall from time to time pay to UBS AG, Stamford Branch, in its capacity as Issuing Lender, the Liquidity Provider an amount equal to such additional costIncreased Cost within 10 Business Days after delivery to the Borrower and American of a certificate of an officer of the Liquidity Provider describing in reasonable detail the event by reason of which it claims such Increased Cost and the basis for the determination of the amount of such Increased Cost; provided that the Borrower shall be obligated to pay amounts only with respect to any Increased Costs accruing from the date 120 days prior to the date of delivery of such certificate. Such certificate, reductionin the absence of manifest error, other loss shall be considered prima facie evidence of the amount of the Increased Costs for purposes of this Agreement; provided that any determinations and allocations by the Liquidity Provider of the effect of any Regulatory Change on the costs of maintaining the Advances or damage the obligation to make Advances are made on a reasonable basis. For the avoidance of doubt, the Liquidity Provider shall not be entitled to assert any claim under this Section 3.01 in respect of or foregone interest attributable to Excluded Taxes. The Liquidity Provider will notify the Borrower and American as promptly as practicable of any event occurring after the date of this Agreement that will entitle the Liquidity Provider to compensation under this Section 3.01. The Liquidity Provider agrees to investigate all commercially reasonable alternatives for reducing any Increased Costs and to use all commercially reasonable efforts to avoid or minimize, to the greatest extent possible, any claim in respect of Increased Costs, including, without limitation, by designating a different Lending Office, if such designation or other amountaction would avoid the need for, or reduce the amount of, any such claim; provided, provided that UBS AG, Stamford Branchthe foregoing shall not obligate the Liquidity Provider to take any action that would, in its capacity as Issuing Lenderreasonable judgment, cause the Liquidity Provider to take any action that is not materially consistent with its internal policies or is otherwise materially disadvantageous to the Liquidity Provider or that would cause the Liquidity Provider to incur any material loss or cost, unless the Borrower or American agrees to reimburse or indemnify the Liquidity Provider therefor. If no such designation or other action is effected, or, if effected, such notice fails to avoid the need for any claim in respect of Increased Costs, American may arrange for a Replacement Liquidity Facility in accordance with Section 3.05(e) of the Intercreditor Agreement. Notwithstanding the foregoing provisions, in no event shall only exercise its rights the Borrower be required to make payments under this Section 2.04(a3.01: (a) in respect of any Regulatory Change proposed by any applicable governmental authority (including any branch of a legislature), central bank or comparable agency of the United States or the Liquidity Provider’s jurisdiction of organization or in which its Lending Office is located and pending as of the date of this Agreement (it being agreed that the Regulatory Changes contemplated by (i) all requests, rules, guidelines or directives promulgated or issued by the Basel Committee on Banking Supervision (or any successor or similar authority) including, but not limited to the Consultative Documents entitled “Strengthening the resilience of the banking sector” and “International framework for liquidity risk measurement, standards and monitoring,” each dated December 2009 or the United States regulatory authorities, in each case pursuant to Basel III and (ii) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith, shall not be considered to have been proposed or pending as of Revolving Credit Agreement (Class B) (American Airlines 2016-2 Aircraft EETC) the date of this Agreement); (b) if it exercises a claim hereunder in respect of an Increased Cost arises through circumstances peculiar to the Liquidity Provider and that do not affect similarly organized commercial banking institutions in the same jurisdiction generally that are in compliance with the law, rule, regulation or interpretation giving rise to the Regulatory Change relating to such rights Increased Cost; (c) if the Liquidity Provider shall fail to comply with its obligations under all this Section 3.01 or (d) if the Liquidity Provider is not also seeking payment for similar increased costs in other similar similarly situated transactions related to which it is a partythe airline industry.

Increased Costs. In the event that (a) The Borrower shall pay any Bank from time to time such amounts as such Bank determines to be necessary to compensate such Bank for any Document #0021220 20 increases in costs incurred by reason such Bank attributable to such Bank making or maintaining of any change after the Amendment Closing Date Fixed Rate Advances, or any reduction in applicable law, rule or regulation any amount receivable by such Bank under this Agreement in respect of any Swiss Governmental Authority with authority over Swiss banks or of such Fixed Rate Advances (such increases in costs and reductions in amounts receivable being herein called "Additional Costs") resulting from any U.S. Governmental Authority with authority over non-U.S. banks with U.S. banking business Regulatory Change which: (each, an “Applicable Governmental Authority”i) or in changes the interpretation thereof by any Applicable Governmental Authority charged with the administration, application or interpretation thereofbasis of taxation of, or by reason of the adoption imposes any new taxes or enactmentwithholdings on, as of and following the Amendment Closing Date, any amounts payable to such Bank under this Agreement in respect of any requirement, request of such Fixed Rate Advances (other than Net Income Taxes); or directive (whether ii) imposes or not having the force of law) of any such Applicable Governmental Authority with respect to this Agreement that shall impose, modify or deem applicable modifies any reserve, special deposit, deposit assessment or insurance fee assessment, or similar requirement against requirements relating to any extensions of credit or other assets of, or any deposits with or for the account other liabilities of, such Bank (including any such Fixed Rate Advances or credit extended any deposits referred to in the definition of "LIBOR," but excluding any amounts covered by UBS AG, Stamford Branch, in its capacity as Issuing Lender, Section 2.4(b)); or shall subject UBS AG, Stamford Branch, in its capacity as Issuing Lender, or its Controlling Persons to (iii) imposes any tax, levy, impost, charge, fee, duty, deduction or withholding of any kind whatsoever with respect to the Letter of Credit, other condition affecting this Agreement or any other Transaction Document, such extensions of credit or change the basis of taxation of UBS AG, Stamford Branch, in its capacity as Issuing Lender, with liabilities. With respect to taxes and withholdings covered in (i) above, it is agreed that if the Borrower shall be required by law to deduct any amounts payable under this Agreement (such taxes from or in either case, except for Indemnified Taxes or Other Taxes indemnifiable under Section 2.05 and the imposition of, or respect of any change in the rate of, any Excluded Tax sum payable by it hereunder to any Bank or the Issuing Lender); and if any of Agent, (x) the above-mentioned measuressum payable shall be increased as may be necessary so that, events after making all required deductions, such Bank or circumstances shall result in an increase in the cost to UBS AG, Stamford Branch, in its capacity as Issuing Lender, of making, issuing, maintaining, amending or funding the Letter of Credit, or taking any other action with respect to the Letter of Credit contemplated under this Agreement, or a reduction in the amount of principal or interest or Utilization Fees received or receivable by UBS AG, Stamford Branch, in its capacity as Issuing Lender, in respect thereof, the Borrower agrees to pay to UBS AG, Stamford Branch, in its capacity as Issuing Lender, Agent receives an amount equal to the sum it would have received had no such additional costdeductions been made, reduction(y) the Borrower shall make such deductions, other loss or damage or foregone interest and (z) the Borrower shall pay the full amount deducted to the relevant taxation authority or other amount; provided, that UBS AG, Stamford Branch, authority in its capacity as Issuing Lender, shall only exercise its rights accordance with applicable law. Any Bank claiming amounts under this Section 2.04(a2.9(a) shall submit calculations of the amounts due to the Borrower and the Agent in certificates in reasonable detail, and such calculations, if it exercises reasonable and made in good faith, shall be conclusive evidence thereof, absent manifest error. Such Bank may not claim compensation under this Section 2.9(a) for any period of time before 90 days prior to the delivery of any such rights under all other similar transactions to which it is a partycertificate.

Increased Costs. In The Borrower shall pay to the event that Liquidity Provider from time to time such amounts as may be necessary to compensate the Liquidity Provider for any increased costs incurred by reason the Liquidity Provider which are attributable to its making or maintaining any Advances hereunder or its obligation to make any such Advances hereunder, or any reduction in any amount receivable by the Liquidity Provider under this Agreement or the Intercreditor Agreement in respect of any such Advances or such obligation (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), resulting from any change after the Amendment Closing Date date of this Agreement in applicable lawU.S. federal, rule or regulation of any Swiss Governmental Authority with authority over Swiss banks or any U.S. Governmental Authority with authority over non-U.S. banks with U.S. banking business (eachstate, an “Applicable Governmental Authority”) or in the interpretation thereof by any Applicable Governmental Authority charged with the administration, application or interpretation thereofmunicipal, or by reason foreign [Revolving Credit Agreement (2007-1A)] laws or regulations (including Regulation D of the Board of Governors of the Federal Reserve System), or the adoption or enactment, as making after the date of and following the Amendment Closing Date, this Agreement of any requirementinterpretations, request directives, or directive requirements applying to a class of banks including the Liquidity Provider under any U.S. federal, state, municipal, or any foreign laws or regulations (whether or not having the force of law) of by any such Applicable Governmental Authority court, central bank or monetary authority charged with respect to this Agreement that shall imposethe interpretation or administration thereof (a “Regulatory Change”), modify or deem applicable any reserve, special deposit assessment or insurance fee or similar requirement against assets of, deposits with or for the account of, or credit extended by UBS AG, Stamford Branch, in its capacity as Issuing Lender, or shall subject UBS AG, Stamford Branch, in its capacity as Issuing Lender, or its Controlling Persons to any tax, levy, impost, charge, fee, duty, deduction or withholding of any kind whatsoever with respect to the Letter of Credit, this Agreement or any other Transaction Document, or change which: (1) changes the basis of taxation of UBS AGany amounts payable to the Liquidity Provider under this Agreement in respect of any such Advances or such obligation (other than with respect to Excluded Taxes or Indemnified Taxes); or (2) imposes or modifies any reserve, Stamford Branchspecial deposit, compulsory loan or similar requirements relating to any extensions of credit or other assets of, or any deposits with other liabilities of, the Liquidity Provider (including any such Advances or such obligation or any deposits referred to in the definition of LIBOR Rate or related definitions). The Liquidity Provider agrees to use reasonable efforts (consistent with its internal policies and applicable legal and regulatory restrictions) to change the jurisdiction of its Lending Office if making such change would avoid the need for, or reduce the amount of, any amount payable under this Section that may thereafter accrue and would not, in its capacity the reasonable judgment of the Liquidity Provider, be otherwise disadvantageous to the Liquidity Provider. The Liquidity Provider will notify the Borrower of any event occurring after the date of this Agreement that will entitle the Liquidity Provider to compensation pursuant to this Section 3.01 as Issuing Lenderpromptly as practicable after it obtains knowledge thereof and determines to request such compensation, which notice shall describe in reasonable detail the calculation of the amounts owed under this Section; provided, that if the Liquidity Provider fails to give such notice within 180 days after it obtains such knowledge, the Liquidity Provider shall, with respect to any amounts payable under this Agreement (in either casecosts resulting from such event, except for Indemnified Taxes or Other Taxes indemnifiable under Section 2.05 and the imposition of, or any change in the rate of, any Excluded Tax payable by the Issuing Lender); and if any of the above-mentioned measures, events or circumstances shall result in an increase in the cost only be entitled to UBS AG, Stamford Branch, in its capacity as Issuing Lender, of making, issuing, maintaining, amending or funding the Letter of Credit, or taking any other action with respect to the Letter of Credit contemplated under this Agreement, or a reduction in the amount of principal or interest or Utilization Fees received or receivable by UBS AG, Stamford Branch, in its capacity as Issuing Lender, in respect thereof, the Borrower agrees to pay to UBS AG, Stamford Branch, in its capacity as Issuing Lender, an amount equal to such additional cost, reduction, other loss or damage or foregone interest or other amount; provided, that UBS AG, Stamford Branch, in its capacity as Issuing Lender, shall only exercise its rights payment under this Section 2.04(a3.01 for costs incurred from and after the date 180 days prior to the date the Liquidity Provider does give such notice. Determinations by the Liquidity Provider for purposes of this Section 3.01 of the effect of any Regulatory Change on its costs of making or maintaining Advances or on amounts receivable by it in respect of Advances, and of the additional amounts required to compensate the Liquidity Provider in respect of any Additional Costs, shall be prima facie evidence of the amount owed under this Section. Notwithstanding the preceding two paragraphs, the Liquidity Provider and the Subordination Agent agree that (i) if it exercises such rights under all other similar transactions the initial Liquidity Provider and (ii) any permitted assignee or participant of the initial Liquidity Provider which is not a bank, shall not be entitled to which it is a partythe benefits of the preceding two paragraphs (but without limiting the provisions of Section 7.08 hereof).

Increased Costs. In Subject to the event that ABN AMRO Fee Letter, the Borrower shall pay to the Liquidity Provider from time to time such amounts as may be necessary to compensate the Liquidity Provider for any increased costs incurred by reason the Liquidity Provider which are attributable to its making or maintaining any LIBOR Advances hereunder or its obligation to make any such Advances hereunder, or any reduction in any amount receivable by the Liquidity Provider under this Agreement or the Intercreditor Agreement in respect of any such Advances or such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any change after the Amendment Closing Date date of this Agreement in applicable lawU.S. federal, rule or regulation of any Swiss Governmental Authority with authority over Swiss banks or any U.S. Governmental Authority with authority over non-U.S. banks with U.S. banking business (eachstate, an “Applicable Governmental Authority”) or in the interpretation thereof by any Applicable Governmental Authority charged with the administration, application or interpretation thereofmunicipal, or by reason of foreign laws or regulations (including Regulation D), or the adoption or enactment, as making after the date of and following the Amendment Closing Date, this Agreement of any requirementinterpretations, request directives, or directive requirements applying to a class of banks including the Liquidity Provider under any U.S. federal, state, municipal, or any foreign laws or regulations (whether or not having the force of law) of by any such Applicable Governmental Authority court, central bank or monetary authority charged with respect to this Agreement that shall imposethe 21 17 interpretation or administration thereof (a "Regulatory Change"), modify or deem applicable any reserve, special deposit assessment or insurance fee or similar requirement against assets of, deposits with or for the account of, or credit extended by UBS AG, Stamford Branch, in its capacity as Issuing Lender, or shall subject UBS AG, Stamford Branch, in its capacity as Issuing Lender, or its Controlling Persons to any tax, levy, impost, charge, fee, duty, deduction or withholding of any kind whatsoever with respect to the Letter of Credit, this Agreement or any other Transaction Document, or change which: (1) changes the basis of taxation of UBS AG, Stamford Branch, in its capacity as Issuing Lender, with respect to any amounts payable to the Liquidity Provider under this Agreement in respect of any such Advances (in either caseother than Excluded Taxes); or (2) imposes or modifies any reserve, except for Indemnified Taxes special deposit, compulsory loan or Other Taxes indemnifiable under Section 2.05 and the imposition similar requirements relating to any extensions of credit or other assets of, or any change deposits with other liabilities of, the Liquidity Provider (including any such Advances or any deposits referred to in the rate definition of LIBOR Rate or related definitions). The Liquidity Provider agrees to use reasonable efforts (consistent with applicable legal and regulatory restrictions) to change the jurisdiction of its Lending Office if making such change would avoid the need for, or reduce the amount of, any Excluded Tax amount payable by the Issuing Lender); and if any of the above-mentioned measures, events or circumstances shall result in an increase in the cost to UBS AG, Stamford Branch, in its capacity as Issuing Lender, of making, issuing, maintaining, amending or funding the Letter of Credit, or taking any other action with respect to the Letter of Credit contemplated under this Agreement, or a reduction in the amount of principal or interest or Utilization Fees received or receivable by UBS AG, Stamford Branch, in its capacity as Issuing Lender, in respect thereof, the Borrower agrees to pay to UBS AG, Stamford Branch, in its capacity as Issuing Lender, an amount equal to such additional cost, reduction, other loss or damage or foregone interest or other amount; provided, that UBS AG, Stamford Branch, in its capacity as Issuing Lender, shall only exercise its rights under this Section 2.04(a) if that may thereafter accrue and would not, in the reasonable judgment of the Liquidity Provider, be otherwise disadvantageous to the Liquidity Provider. The Liquidity Provider will notify the Borrower of any event occurring after the date of this Agreement that will entitle the Liquidity Provider to compensation pursuant to this Section 3.01 as promptly as practicable after it exercises obtains knowledge thereof and determines to request such rights compensation, which notice shall describe in reasonable detail the calculation of the amounts owed under all other similar transactions this Section. Determinations by the Liquidity Provider for purposes of this Section 3.01 of the effect of any Regulatory Change on its costs of making or maintaining Advances or on amounts receivable by it in respect of Advances, and of the additional amounts required to which it is a partycompensate the Liquidity Provider in respect of any Additional Costs, shall be prima facie evidence of the amount owed under this Section.

Increased Costs. In If any Lender shall have determined that the event that by reason adoption of or any change after the Amendment Closing Date in applicable law, rule or regulation any Requirement of any Swiss Governmental Authority with authority over Swiss banks or any U.S. Governmental Authority with authority over non-U.S. banks with U.S. banking business (each, an “Applicable Governmental Authority”) Law regarding capital adequacy or in the interpretation or application thereof or compliance by such Lender or any Applicable Governmental Authority charged corporation controlling such Lender with the administration, application or interpretation thereof, or by reason of the adoption or enactment, as of and following the Amendment Closing Date, of any requirement, request or directive regarding capital adequacy (whether or not having the force of law) of from any such Applicable Governmental Authority made subsequent to the date hereof shall have the effect of reducing the rate of return on such Lender’s or such corporation’s capital as a consequence of its obligations hereunder to a level below that which such Lender or such corporation could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s or such corporation’s policies with respect to capital adequacy) by an amount deemed by such Lender to be material, then from time to time, the Borrowers shall promptly pay to such Lender such additional amount or amounts as will compensate such Lender or such corporation for such reduction. If any Lender becomes entitled to claim any additional amounts pursuant to this Section, it shall promptly notify the Borrowers (with a copy to the Administrative Agent) of the event by reason of which it has become so entitled. A certificate as to any additional amounts payable pursuant to this Section submitted by such Lender to the Borrowers (with a copy to the Administrative Agent) shall be conclusive in the absence of manifest error. The agreements in this Section shall survive the termination of this Agreement that and the payment of the Loans and all other amounts payable hereunder. Notwithstanding the preceding provisions of this Section, no Lender shall impose, modify or deem applicable be entitled to receive any reserve, special deposit assessment or insurance fee or similar requirement against assets of, deposits with or additional amount as compensation for the account of, or credit extended by UBS AG, Stamford Branch, any such reduction in its capacity as Issuing Lender, or shall subject UBS AG, Stamford Branch, in its capacity as Issuing Lender, or its Controlling Persons to any tax, levy, impost, charge, fee, duty, deduction or withholding of any kind whatsoever with respect return on capital experienced more than 180 days prior to the Letter of Credit, this Agreement or any other Transaction Document, or change date that such Lender notified the basis of taxation of UBS AG, Stamford Branch, in its capacity as Issuing Lender, with respect to any amounts payable under this Agreement (in either case, except for Indemnified Taxes or Other Taxes indemnifiable under Section 2.05 and the imposition of, or any change in the rate of, any Excluded Tax payable by the Issuing Lender); and if any of the above-mentioned measures, events or circumstances shall result in an increase in the cost to UBS AG, Stamford Branch, in its capacity as Issuing Lender, of making, issuing, maintaining, amending or funding the Letter of Credit, or taking any other action with respect to the Letter of Credit contemplated under this Agreement, or a reduction in the amount of principal or interest or Utilization Fees received or receivable by UBS AG, Stamford Branch, in its capacity as Issuing Lender, in respect Borrowers thereof, the Borrower agrees to pay to UBS AG, Stamford Branch, in its capacity as Issuing Lender, an amount equal to such additional cost, reduction, other loss or damage or foregone interest or other amount; provided, that UBS AG, Stamford Branch, in its capacity as Issuing Lender, shall only exercise its rights under this Section 2.04(a) if it exercises such rights under all other similar transactions to which it is a party.

Increased Costs. In The Borrower shall pay to the event that Liquidity Provider from time to time such amounts as may be necessary to compensate the Liquidity Provider for any increased costs incurred by reason the Liquidity Provider which are attributable to its making or maintaining any LIBOR Advances hereunder or its obligation to make any such Advances hereunder, or any reduction in any amount receivable by the Liquidity Provider under this Agreement or the Intercreditor Agreement in respect of any such Advances or such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any change after the Amendment Closing Date date of this Agreement in applicable lawU.S. federal, rule or regulation of any Swiss Governmental Authority with authority over Swiss banks or any U.S. Governmental Authority with authority over non-U.S. banks with U.S. banking business (eachstate, an “Applicable Governmental Authority”) or in the interpretation thereof by any Applicable Governmental Authority charged with the administration, application or interpretation thereofmunicipal, or by reason foreign laws or regulations (including Regulation D of the Board of Governors of the Federal Reserve System), or the adoption or enactment, as making after the date of and following the Amendment Closing Date, this Agreement of any requirementinterpretations, request directives, or directive requirements applying to a class of banks including the Liquidity Provider under any U.S. federal, state, municipal, or any foreign laws or regulations (whether or not having the force of law) of by any such Applicable Governmental Authority court, central bank or monetary authority charged with respect to this Agreement that shall imposethe interpretation or administration thereof (a <-1- 34>Regulatory Change"), modify or deem applicable any reserve, special deposit assessment or insurance fee or similar requirement against assets of, deposits with or for the account of, or credit extended by UBS AG, Stamford Branch, in its capacity as Issuing Lender, or shall subject UBS AG, Stamford Branch, in its capacity as Issuing Lender, or its Controlling Persons to any tax, levy, impost, charge, fee, duty, deduction or withholding of any kind whatsoever with respect to the Letter of Credit, this Agreement or any other Transaction Document, or change which: (1) changes the basis of taxation of UBS AG, Stamford Branch, in its capacity as Issuing Lender, with respect to any amounts payable to the Liquidity Provider under this Agreement in respect of any such Advances (in either caseother than Excluded Taxes); or (2) imposes or modifies any reserve, except for Indemnified Taxes special deposit, compulsory loan or Other Taxes indemnifiable under Section 2.05 and the imposition similar requirements relating to any extensions of credit or other assets of, or any change deposits with other liabilities of, the Liquidity Provider (including any such Advances or any deposits referred to in the rate definition of LIBOR Rate or related definitions). The Liquidity Provider agrees to use reasonable efforts (consistent with applicable legal and regulatory restrictions) to change the jurisdiction of its Facility Office if making such change would avoid the need for, or reduce the amount of, any Excluded Tax amount payable by the Issuing Lender); and if any of the above-mentioned measures, events or circumstances shall result in an increase in the cost to UBS AG, Stamford Branch, in its capacity as Issuing Lender, of making, issuing, maintaining, amending or funding the Letter of Credit, or taking any other action with respect to the Letter of Credit contemplated under this Agreement, or a reduction in the amount of principal or interest or Utilization Fees received or receivable by UBS AG, Stamford Branch, in its capacity as Issuing Lender, in respect thereof, the Borrower agrees to pay to UBS AG, Stamford Branch, in its capacity as Issuing Lender, an amount equal to such additional cost, reduction, other loss or damage or foregone interest or other amount; provided, that UBS AG, Stamford Branch, in its capacity as Issuing Lender, shall only exercise its rights under this Section 2.04(a) if that may thereafter accrue and would not, in the reasonable judgment of the Liquidity Provider, be otherwise disadvantageous to the Liquidity Provider. The Liquidity Provider will notify the Borrower of any event occurring after the date of this Agreement that will entitle the Liquidity Provider to compensation pursuant to this Section 3.01 as promptly as practicable after it exercises obtains knowledge thereof and determines to request such rights compensation, which notice shall describe in reasonable detail the calculation of the amounts owed under all other similar transactions this Section. Determinations by the Liquidity Provider for purposes of this Section 3.01 of the effect of any Regulatory Change on its costs of making or maintaining Advances or on amounts receivable by it in respect of Advances, and of the additional amounts required to compensate the Liquidity Provider in respect of any Additional Costs, shall be prima facie evidence of the amount owed under this Section. Notwithstanding the preceding two paragraphs, the Liquidity Provider and the Subordination Agent agree that any permitted assignee or participant of the initial Liquidity Provider which it is not a partybank shall not be entitled to the benefits of the preceding two paragraphs (but without limiting the provisions of Section 7.08 hereof).

Increased Costs. In The Borrower shall pay to the event that Liquidity Provider from time to time such amounts as may be necessary to compensate the Liquidity Provider for any increased costs incurred by reason the Liquidity Provider which are attributable to its making or maintaining any Advances hereunder or its obligation to make any such Advances hereunder, or any reduction in any amount receivable by the Liquidity Provider under this Agreement or the Intercreditor Agreement in respect of any such Advances or such obligation (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), resulting from any change after the Amendment Closing Date date of this Agreement in applicable lawU.S. federal, rule or regulation of any Swiss Governmental Authority with authority over Swiss banks or any U.S. Governmental Authority with authority over non-U.S. banks with U.S. banking business (eachstate, an “Applicable Governmental Authority”) or in the interpretation thereof by any Applicable Governmental Authority charged with the administration, application or interpretation thereofmunicipal, or by reason foreign laws or regulations (including Regulation D of the Board of Governors of the Federal Reserve System), or the adoption or enactment, as making after the date of and following the Amendment Closing Date, this Agreement of any requirementinterpretations, request directives, or directive requirements applying to a class of banks including the Liquidity Provider under any U.S. federal, state, municipal, or any foreign laws or regulations (whether or not having the force of law) of by any such Applicable Governmental Authority court, central bank or monetary authority charged with respect to this Agreement that shall imposethe interpretation or administration thereof (a “Regulatory Change”), modify or deem applicable any reserve, special deposit assessment or insurance fee or similar requirement against assets of, deposits with or for the account of, or credit extended by UBS AG, Stamford Branch, in its capacity as Issuing Lender, or shall subject UBS AG, Stamford Branch, in its capacity as Issuing Lender, or its Controlling Persons to any tax, levy, impost, charge, fee, duty, deduction or withholding of any kind whatsoever with respect to the Letter of Credit, this Agreement or any other Transaction Document, or change which: (1) changes the basis of taxation of UBS AG, Stamford Branch, in its capacity as Issuing Lender, with respect to BACK [Revolving Credit Agreement (2010-1B)] any amounts payable to the Liquidity Provider under this Agreement in respect of any such Advances or such obligation (in either caseother than Excluded Taxes); or (2) imposes or modifies any reserve, except for Indemnified Taxes special deposit, compulsory loan or Other Taxes indemnifiable under Section 2.05 and the imposition similar requirements relating to any extensions of credit or other assets of, or any change deposits with other liabilities of, the Liquidity Provider (including any such Advances or such obligation or any deposits referred to in the rate definition of LIBOR Rate or related definitions). For the avoidance of doubt, any Regulatory Changes based on the consultative papers of The Basel Committee on Banking Supervision of December 2009 entitled “Strengthening the resilience of the banking sector” and “International framework for liquidity risk measurement, standards and monitoring”, in each case together with any amendments thereto (collectively, “Basel III”), will not be treated, for purposes of determining whether the Liquidity Provider is entitled to compensation under this Section 3.01, as having been adopted or having come into effect before the date hereof, and any such Regulatory Changes based on Basel III shall be determined to be adopted only when the national banking supervisory authorities, or other relevant administrative or legislative bodies having primary jurisdiction or regulatory authority over the Liquidity Provider, adopt any such Regulatory Changes based on Basel III in the primary jurisdiction of the Liquidity Provider. The Liquidity Provider agrees to use reasonable efforts (consistent with applicable legal and regulatory restrictions) to change the jurisdiction of its Facility Office if making such change would avoid the need for, or reduce the amount of, any Excluded Tax amount payable by the Issuing Lender); and if any of the above-mentioned measures, events or circumstances shall result in an increase in the cost to UBS AG, Stamford Branch, in its capacity as Issuing Lender, of making, issuing, maintaining, amending or funding the Letter of Credit, or taking any other action with respect to the Letter of Credit contemplated under this Agreement, or a reduction in the amount of principal or interest or Utilization Fees received or receivable by UBS AG, Stamford Branch, in its capacity as Issuing Lender, in respect thereof, the Borrower agrees to pay to UBS AG, Stamford Branch, in its capacity as Issuing Lender, an amount equal to such additional cost, reduction, other loss or damage or foregone interest or other amount; provided, that UBS AG, Stamford Branch, in its capacity as Issuing Lender, shall only exercise its rights under this Section 2.04(a) if that may thereafter accrue and would not, in the reasonable judgment of the Liquidity Provider, be otherwise disadvantageous to the Liquidity Provider. The Liquidity Provider will notify the Borrower of any event occurring after the date of this Agreement that will entitle the Liquidity Provider to compensation pursuant to this Section 3.01 as promptly as practicable after it exercises obtains knowledge thereof and determines to request such rights compensation, which notice shall describe in reasonable detail the calculation of the amounts owed under all other similar transactions this Section. Determinations by the Liquidity Provider for purposes of this Section 3.01 of the effect of any Regulatory Change on its costs of making or maintaining Advances or on amounts receivable by it in respect of Advances, and of the additional amounts required to compensate the Liquidity Provider in respect of any Additional Costs, shall be prima facie evidence of the amount owed under this Section. Notwithstanding the preceding two paragraphs, the Liquidity Provider and the Subordination Agent agree that any permitted assignee or participant of the initial Liquidity Provider which it is not a partybank shall not be entitled to the benefits of the preceding two paragraphs (but without limiting the provisions of Section 7.08 hereof).

Increased Costs. In The Borrower shall pay to the event that Liquidity Provider from time to time such amounts as may be necessary to compensate the Liquidity Provider for any increased costs incurred by reason the Liquidity Provider which are attributable to its making or maintaining any LIBOR Advances hereunder or its obligation to make any such Advances hereunder, or any reduction in any amount receivable by the Liquidity Provider under this Agreement or the Intercreditor Agreement in respect of any such Advances or such obligation (such increases in costs and reductions in amounts receivable being herein called "ADDITIONAL COSTS"), resulting from any change after the Amendment Closing Date date of this Agreement in applicable lawU.S. federal, rule or regulation of any Swiss Governmental Authority with authority over Swiss banks or any U.S. Governmental Authority with authority over non-U.S. banks with U.S. banking business (eachstate, an “Applicable Governmental Authority”) or in the interpretation thereof by any Applicable Governmental Authority charged with the administration, application or interpretation thereofmunicipal, or by reason foreign laws or regulations (including Regulation D of the Board of Governors of the Federal Reserve System), or the adoption or enactment, as making after the date of and following the Amendment Closing Date, this Agreement of any requirementinterpretations, request directives, or directive requirements applying to a class of banks including the Liquidity Provider under any U.S. federal, state, municipal, or any foreign laws or regulations (whether or not having the force of law) of by any such Applicable Governmental Authority court, central bank or monetary authority charged with respect to this Agreement that shall imposethe interpretation or administration thereof (a "REGULATORY CHANGE"), modify or deem applicable any reserve, special deposit assessment or insurance fee or similar requirement against assets of, deposits with or for the account of, or credit extended by UBS AG, Stamford Branch, in its capacity as Issuing Lender, or shall subject UBS AG, Stamford Branch, in its capacity as Issuing Lender, or its Controlling Persons to any tax, levy, impost, charge, fee, duty, deduction or withholding of any kind whatsoever with respect to the Letter of Credit, this Agreement or any other Transaction Document, or change which: (1) changes the basis of taxation of UBS AG, Stamford Branch, in its capacity as Issuing Lender, with respect to any amounts payable to the Liquidity Provider under this Agreement in respect of any such Advances (in either caseother than Excluded Taxes); or (2) imposes or modifies any reserve, except for Indemnified Taxes special deposit, compulsory loan or Other Taxes indemnifiable under Section 2.05 and the imposition similar requirements relating to any extensions of credit or other assets of, or any change deposits with other liabilities of, the Liquidity Provider (including any such Advances or any deposits referred to in the rate definition of LIBOR Rate or related definitions). The Liquidity Provider agrees to use reasonable efforts (consistent with applicable legal and regulatory restrictions) to change the jurisdiction of its Facility Office if making such change would avoid the need for, or reduce the amount of, any Excluded Tax amount payable by the Issuing Lender); and if any of the above-mentioned measures, events or circumstances shall result in an increase in the cost to UBS AG, Stamford Branch, in its capacity as Issuing Lender, of making, issuing, maintaining, amending or funding the Letter of Credit, or taking any other action with respect to the Letter of Credit contemplated under this Agreement, or a reduction in the amount of principal or interest or Utilization Fees received or receivable by UBS AG, Stamford Branch, in its capacity as Issuing Lender, in respect thereof, the Borrower agrees to pay to UBS AG, Stamford Branch, in its capacity as Issuing Lender, an amount equal to such additional cost, reduction, other loss or damage or foregone interest or other amount; provided, that UBS AG, Stamford Branch, in its capacity as Issuing Lender, shall only exercise its rights under this Section 2.04(a) if that may thereafter accrue and would not, in the reasonable judgment of the Liquidity Provider, be otherwise disadvantageous to the Liquidity Provider. The Liquidity Provider will notify the Borrower of any event occurring after the date of this Agreement that will entitle the Liquidity Provider to compensation pursuant to this Section 3.01 as promptly as practicable after it exercises obtains knowledge thereof and determines to request such rights compensation, which notice shall describe in reasonable detail the calculation of the amounts owed under all other similar transactions this Section. Determinations by the Liquidity Provider for purposes of this Section 3.01 of the effect of any Regulatory Change on its costs of making or maintaining Advances or on amounts receivable by it in respect of Advances, and of the additional amounts required to which it is a partycompensate the Liquidity Provider in respect of any Additional Costs, shall be prima facie evidence of the amount owed under this Section.

Increased Costs. In the event that by reason Without duplication of any change after the Amendment Closing Date in applicable lawrights created by Section 3.03, rule or regulation if as a result of any Swiss Governmental Authority with authority over Swiss banks or Regulatory Change there shall be any U.S. Governmental Authority with authority over non-U.S. banks with U.S. banking business (each, increase by an “Applicable Governmental Authority”) or amount reasonably deemed by the Liquidity Provider to be material in the interpretation thereof by actual cost to the Liquidity Provider of making, funding or maintaining any Applicable Governmental Authority charged with the administration, application Advances or interpretation thereof, or by reason of the adoption or enactment, as of and following the Amendment Closing Date, of any requirement, request or directive (whether or not having the force of law) of its obligation to make any such Applicable Governmental Authority with respect Advances or there shall be any reduction by an amount reasonably deemed by the Liquidity Provider to this Agreement that shall impose, modify or deem applicable any reserve, special deposit assessment or insurance fee or similar requirement against assets of, deposits with or for be material in the account of, or credit extended amount receivable by UBS AG, Stamford Branch, in its capacity as Issuing Lender, or shall subject UBS AG, Stamford Branch, in its capacity as Issuing Lender, or its Controlling Persons to any tax, levy, impost, charge, fee, duty, deduction or withholding of any kind whatsoever with respect to the Letter of Credit, Liquidity Provider under this Agreement or any other Transaction Document, or change the basis of taxation of UBS AG, Stamford Branch, in its capacity as Issuing Lender, with respect to any amounts payable under this Intercreditor Agreement (in either case, except for Indemnified Taxes or Other Taxes indemnifiable under Section 2.05 and the imposition of, or any change in the rate of, any Excluded Tax payable by the Issuing Lender); and if any of the above-mentioned measures, events or circumstances shall result in an increase in the cost to UBS AG, Stamford Branch, in its capacity as Issuing Lender, of making, issuing, maintaining, amending or funding the Letter of Credit, or taking any other action with respect to the Letter of Credit contemplated under this Agreement, or a reduction in the amount of principal or interest or Utilization Fees received or receivable by UBS AG, Stamford Branch, in its capacity as Issuing Lender, in respect thereof, and in case of either such an increase or reduction, such event does not arise from the gross negligence or willful misconduct of the Liquidity Provider, from its breach of any of its representations, warranties, covenants or agreements contained herein or in the Intercreditor Agreement or from its failure to comply with any such Regulatory Change (any such increase or reduction being referred to herein as an “Increased Cost”), then, subject to Sections 2.07 and 2.09, the Borrower agrees shall from time to time pay to UBS AG, Stamford Branch, in its capacity as Issuing Lender, the Liquidity Provider an amount equal to such additional costIncreased Cost within 10 Business Days after delivery to the Borrower and American of a certificate of an officer of the Liquidity Provider describing in reasonable detail the event by reason of which it claims such Increased Cost and the basis for the determination of the amount of such Increased Cost; provided that the Borrower shall be obligated to pay amounts only with respect to any Increased Costs accruing from the date 120 days prior to the date of delivery of such certificate. Such certificate, reductionin the absence of manifest error, other loss shall be considered prima facie evidence of the amount of the Increased Costs for purposes of this Agreement; provided that any determinations and allocations by the Liquidity Provider of the effect of any Regulatory Change on the costs of maintaining the Advances or damage the obligation to make Advances are made on a reasonable basis. For the avoidance of doubt, the Revolving Credit Agreement (Class B) (American Airlines 2013-2 Aircraft EETC) Liquidity Provider shall not be entitled to assert any claim under this Section 3.01 in respect of or foregone interest attributable to Excluded Taxes. The Liquidity Provider will notify the Borrower and American as promptly as practicable of any event occurring after the date of this Agreement that will entitle the Liquidity Provider to compensation under this Section 3.01. The Liquidity Provider agrees to investigate all commercially reasonable alternatives for reducing any Increased Costs and to use all commercially reasonable efforts to avoid or minimize, to the greatest extent possible, any claim in respect of Increased Costs, including, without limitation, by designating a different Lending Office, if such designation or other amountaction would avoid the need for, or reduce the amount of, any such claim; provided, provided that UBS AG, Stamford Branchthe foregoing shall not obligate the Liquidity Provider to take any action that would, in its capacity as Issuing Lenderreasonable judgment, cause the Liquidity Provider to take any action that is not materially consistent with its internal policies or is otherwise materially disadvantageous to the Liquidity Provider or that would cause the Liquidity Provider to incur any material loss or cost, unless the Borrower or American agrees to reimburse or indemnify the Liquidity Provider therefor. If no such designation or other action is effected, or, if effected, such notice fails to avoid the need for any claim in respect of Increased Costs, American may arrange for a Replacement Liquidity Facility in accordance with Section 3.05(e) of the Intercreditor Agreement. Notwithstanding the foregoing provisions, in no event shall only exercise its rights the Borrower be required to make payments under this Section 2.04(a3.01: (a) in respect of any Regulatory Change proposed by any applicable governmental authority (including any branch of a legislature), central bank or comparable agency of the United States or the Liquidity Provider’s jurisdiction of organization or in which its Lending Office is located and pending as of the date of this Agreement (it being agreed that the Regulatory Changes contemplated by (i) all requests, rules, guidelines or directives promulgated or issued by the Basel Committee on Banking Supervision (or any successor or similar authority) including, but not limited to the Consultative Documents entitled “Strengthening the resilience of the banking sector” and “International framework for liquidity risk measurement, standards and monitoring,” each dated December 2009 or the United States regulatory authorities, in each case pursuant to Basel III and (ii) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith, shall not be considered to have been proposed or pending as of the date of this Agreement); (b) if it exercises a claim hereunder in respect of an Increased Cost arises through circumstances peculiar to the Liquidity Provider and that do not affect similarly organized commercial banking institutions in the same jurisdiction generally that are in compliance with the law, rule, regulation or interpretation giving rise to the Regulatory Change relating to such rights Increased Cost; (c) if the Liquidity Provider shall fail to comply with its obligations under all this Section 3.01 or (d) if the Liquidity Provider is not also seeking payment for similar increased costs in other similar similarly situated transactions related to which it is a partythe airline industry.

Increased Costs. In The Borrower shall pay to the event that Liquidity Provider from time to time such amounts as may be necessary to compensate the Liquidity Provider for any increased costs incurred by reason the Liquidity Provider which are attributable to its making or maintaining any LIBOR Advances hereunder or its obligation to make any such Advances hereunder, or any reduction in any amount receivable by the Liquidity Provider under this Agreement or the Intercreditor Agreement in respect of any such Advances or such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any change after the Amendment Closing Date date of this Agreement in applicable lawU.S. federal, rule or regulation of any Swiss Governmental Authority with authority over Swiss banks or any U.S. Governmental Authority with authority over non-U.S. banks with U.S. banking business (eachstate, an “Applicable Governmental Authority”) or in the interpretation thereof by any Applicable Governmental Authority charged with the administration, application or interpretation thereofmunicipal, or by reason foreign laws or regulations (including Regulation D of the Board of Governors of the Federal Reserve System), or the adoption or enactment, as making after the date of and following the Amendment Closing Date, this Agreement of any requirementinterpretations, request directives, or directive requirements applying to a class of banks including the Liquidity Provider under any U.S. federal, state, municipal, or any foreign laws or regulations (whether or not having the force of law) of by any such Applicable Governmental Authority court, central bank or monetary authority charged with respect to this Agreement that shall imposethe interpretation or administration thereof (a "Regulatory Change"), modify or deem applicable any reserve, special deposit assessment or insurance fee or similar requirement against assets of, deposits with or for the account of, or credit extended by UBS AG, Stamford Branch, in its capacity as Issuing Lender, or shall subject UBS AG, Stamford Branch, in its capacity as Issuing Lender, or its Controlling Persons to any tax, levy, impost, charge, fee, duty, deduction or withholding of any kind whatsoever with respect to the Letter of Credit, this Agreement or any other Transaction Document, or change which: (1) changes the basis of taxation of UBS AG, Stamford Branch, in its capacity as Issuing Lender, with respect to any amounts payable to the Liquidity Provider under this Agreement in respect of any such Advances (in either caseother than Excluded Taxes); or (2) imposes or modifies any reserve, except for Indemnified Taxes special deposit, compulsory loan or Other Taxes indemnifiable under Section 2.05 and the imposition similar requirements relating to any extensions of credit or other assets of, or any change deposits with other liabilities of, the Liquidity Provider (including any such Advances or any deposits referred to in the rate definition of LIBOR Rate or related definitions). The Liquidity Provider agrees to use reasonable efforts (consistent with applicable legal and regulatory restrictions) to change the jurisdiction of its Facility Office if making such change would avoid the need for, or reduce the amount of, any Excluded Tax amount payable by the Issuing Lender); and if any of the above-mentioned measures, events or circumstances shall result in an increase in the cost to UBS AG, Stamford Branch, in its capacity as Issuing Lender, of making, issuing, maintaining, amending or funding the Letter of Credit, or taking any other action with respect to the Letter of Credit contemplated under this Agreement, or a reduction in the amount of principal or interest or Utilization Fees received or receivable by UBS AG, Stamford Branch, in its capacity as Issuing Lender, in respect thereof, the Borrower agrees to pay to UBS AG, Stamford Branch, in its capacity as Issuing Lender, an amount equal to such additional cost, reduction, other loss or damage or foregone interest or other amount; provided, that UBS AG, Stamford Branch, in its capacity as Issuing Lender, shall only exercise its rights under this Section 2.04(a) if that may thereafter accrue and would not, in the reasonable judgment of the Liquidity Provider, be otherwise disadvantageous to the Liquidity Provider. The Liquidity Provider will notify the Borrower of any event occurring after the date of this Agreement that will entitle the Liquidity Provider to compensation pursuant to this Section 3.01 as promptly as practicable after it exercises obtains knowledge thereof and determines to request such rights compensation, which notice shall describe in reasonable detail the calculation of the amounts owed under all other similar transactions this Section. Determinations by the Liquidity Provider for purposes of this Section 3.01 of the effect of any Regulatory Change on its costs of making or maintaining Advances or on amounts receivable by it in respect of Advances, and of the additional amounts required to compensate the Liquidity Provider in respect of any Additional Costs, shall be prima facie evidence of the amount owed under this Section. Notwithstanding the preceding two paragraphs, the Liquidity Provider and the Borrower agree that any permitted assignee or participant of the initial Liquidity Provider which it is not a partybank shall not be entitled to the benefits of the preceding two paragraphs (but without limiting the provisions of Section 7.08 hereof).

Increased Costs. In the event that by reason Without duplication of any change after the Amendment Closing Date in applicable lawrights created by Section 3.03, rule or regulation if as a result of any Swiss Governmental Authority with authority over Swiss banks or Regulatory Change there shall be any U.S. Governmental Authority with authority over non-U.S. banks with U.S. banking business (each, increase by an “Applicable Governmental Authority”) or amount reasonably deemed by the Liquidity Provider to be material in the interpretation thereof by actual cost to the Liquidity Provider of making, funding or maintaining any Applicable Governmental Authority charged with the administration, application Advances or interpretation thereof, or by reason of the adoption or enactment, as of and following the Amendment Closing Date, of any requirement, request or directive (whether or not having the force of law) of its obligation to make any such Applicable Governmental Authority with respect Advances or there shall be any reduction by an amount reasonably deemed by the Liquidity Provider to this Agreement that shall impose, modify or deem applicable any reserve, special deposit assessment or insurance fee or similar requirement against assets of, deposits with or for be material in the account of, or credit extended amount receivable by UBS AG, Stamford Branch, in its capacity as Issuing Lender, or shall subject UBS AG, Stamford Branch, in its capacity as Issuing Lender, or its Controlling Persons to any tax, levy, impost, charge, fee, duty, deduction or withholding of any kind whatsoever with respect to the Letter of Credit, Liquidity Provider under this Agreement or any other Transaction Document, or change the basis of taxation of UBS AG, Stamford Branch, in its capacity as Issuing Lender, with respect to any amounts payable under this Intercreditor Agreement (in either case, except for Indemnified Taxes or Other Taxes indemnifiable under Section 2.05 and the imposition of, or any change in the rate of, any Excluded Tax payable by the Issuing Lender); and if any of the above-mentioned measures, events or circumstances shall result in an increase in the cost to UBS AG, Stamford Branch, in its capacity as Issuing Lender, of making, issuing, maintaining, amending or funding the Letter of Credit, or taking any other action with respect to the Letter of Credit contemplated under this Agreement, or a reduction in the amount of principal or interest or Utilization Fees received or receivable by UBS AG, Stamford Branch, in its capacity as Issuing Lender, in respect thereof, and in case of either such an increase or reduction, such event does not arise from the gross negligence or willful misconduct of the Liquidity Revolving Credit Agreement (Class AA) Provider, from its breach of any of its representations, warranties, covenants or agreements contained herein or in the Intercreditor Agreement or from its failure to comply with any such Regulatory Change (any such increase or reduction being referred to herein as an “Increased Cost”), then, subject to Sections 2.07 and 2.09, the Borrower agrees shall from time to time pay to UBS AG, Stamford Branch, in its capacity as Issuing Lender, the Liquidity Provider an amount equal to such additional costIncreased Cost within 10 Business Days after delivery to the Borrower and Delta of a certificate of an officer of the Liquidity Provider describing in reasonable detail the event by reason of which it claims such Increased Cost and the basis for the determination of the amount of such Increased Cost; provided that the Borrower shall be obligated to pay amounts only with respect to any Increased Costs accruing from the date 120 days prior to the date of delivery of such certificate. Such certificate, reductionin the absence of manifest error, other loss shall be considered prima facie evidence of the amount of the Increased Costs for purposes of this Agreement; provided that any determinations and allocations by the Liquidity Provider of the effect of any Regulatory Change on the costs of maintaining the Advances or damage the obligation to make Advances are made on a reasonable basis. For the avoidance of doubt, the Liquidity Provider shall not be entitled to assert any claim under this Section 3.01 in respect of or foregone interest attributable to Excluded Taxes. The Liquidity Provider will notify the Borrower and Delta as promptly as practicable of any event occurring after the date of this Agreement that will entitle the Liquidity Provider to compensation under this Section 3.01. The Liquidity Provider agrees to investigate all commercially reasonable alternatives for reducing any Increased Costs and to use all commercially reasonable efforts to avoid or minimize, to the greatest extent possible, any claim in respect of Increased Costs, including, without limitation, by designating a different Lending Office, if such designation or other amountaction would avoid the need for, or reduce the amount of, any such claim; provided, provided that UBS AG, Stamford Branchthe foregoing shall not obligate the Liquidity Provider to take any action that would, in its capacity as Issuing Lenderreasonable judgment, cause the Liquidity Provider to take any action that is not materially consistent with its internal policies or is otherwise materially disadvantageous to the Liquidity Provider or that would cause the Liquidity Provider to incur any material loss or cost, unless the Borrower or Delta agrees to reimburse or indemnify the Liquidity Provider therefor. If no such designation or other action is effected, or, if effected, such notice fails to avoid the need for any claim in respect of Increased Costs, Delta may arrange for a Replacement Liquidity Facility in accordance with Section 3.05(e) of the Intercreditor Agreement. Notwithstanding the foregoing provisions, in no event shall only exercise its rights the Borrower be required to make payments under this Section 2.04(a3.01: (a) in respect of any Regulatory Change proposed by any applicable governmental authority (including any branch of a legislature), central bank or comparable agency of the United States or the Liquidity Provider’s jurisdiction of organization or in which its Lending Office is located and pending as of the date of this Agreement (it being agreed that the Regulatory Changes contemplated by the Consultative Documents issued by the Basel Committee on Banking Supervision entitled “Strengthening the resilience of the banking sector” and “International framework for liquidity risk measurement, standards and monitoring,” each dated December 2009, shall not be considered to have been proposed or pending as of the date of this Agreement); (b) if it exercises a claim hereunder in respect of an Increased Cost arises through circumstances peculiar to the Liquidity Provider and that do not affect similarly organized commercial banking institutions in the same jurisdiction generally that are in compliance with Revolving Credit Agreement (Class AA) the law, rule, regulation or interpretation giving rise to the Regulatory Change relating to such rights Increased Cost; (c) if the Liquidity Provider shall fail to comply with its obligations under all this Section 3.01 or (d) if the Liquidity Provider is not also seeking payment for similar increased costs in other similar similarly situated transactions related to which it is a partythe airline industry.

Increased Costs. In The Borrower shall pay to the event that Liquidity Provider from time to time such amounts as may be necessary to compensate the Liquidity Provider for any increased costs incurred by reason the Liquidity Provider which are attributable to its making or BACK [Revolving Credit Agreement (2007-1B)] maintaining any Advances hereunder or its obligation to make any such Advances hereunder, or any reduction in any amount receivable by the Liquidity Provider under this Agreement or the Intercreditor Agreement in respect of any such Advances or such obligation (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), resulting from any change after the Amendment Closing Date date of this Agreement in applicable lawU.S. federal, rule or regulation of any Swiss Governmental Authority with authority over Swiss banks or any U.S. Governmental Authority with authority over non-U.S. banks with U.S. banking business (eachstate, an “Applicable Governmental Authority”) or in the interpretation thereof by any Applicable Governmental Authority charged with the administration, application or interpretation thereofmunicipal, or by reason foreign laws or regulations (including Regulation D of the Board of Governors of the Federal Reserve System), or the adoption or enactment, as making after the date of and following the Amendment Closing Date, this Agreement of any requirementinterpretations, request directives, or directive requirements applying to a class of banks including the Liquidity Provider under any U.S. federal, state, municipal, or any foreign laws or regulations (whether or not having the force of law) of by any such Applicable Governmental Authority court, central bank or monetary authority charged with respect to this Agreement that shall imposethe interpretation or administration thereof (a “Regulatory Change”), modify or deem applicable any reserve, special deposit assessment or insurance fee or similar requirement against assets of, deposits with or for the account of, or credit extended by UBS AG, Stamford Branch, in its capacity as Issuing Lender, or shall subject UBS AG, Stamford Branch, in its capacity as Issuing Lender, or its Controlling Persons to any tax, levy, impost, charge, fee, duty, deduction or withholding of any kind whatsoever with respect to the Letter of Credit, this Agreement or any other Transaction Document, or change which: (1) changes the basis of taxation of UBS AG, Stamford Branch, in its capacity as Issuing Lender, with respect to any amounts payable to the Liquidity Provider under this Agreement in respect of any such Advances or such obligation (in either caseother than Excluded Taxes); or (2) imposes or modifies any reserve, except for Indemnified Taxes special deposit, compulsory loan or Other Taxes indemnifiable under Section 2.05 and the imposition similar requirements relating to any extensions of credit or other assets of, or any change deposits with other liabilities of, the Liquidity Provider (including any such Advances or such obligation or any deposits referred to in the rate definition of LIBOR Rate or related definitions). The Liquidity Provider agrees to use reasonable efforts (consistent with applicable legal and regulatory restrictions) to change the jurisdiction of its Facility Office if making such change would avoid the need for, or reduce the amount of, any Excluded Tax amount payable by the Issuing Lender); and if any of the above-mentioned measures, events or circumstances shall result in an increase in the cost to UBS AG, Stamford Branch, in its capacity as Issuing Lender, of making, issuing, maintaining, amending or funding the Letter of Credit, or taking any other action with respect to the Letter of Credit contemplated under this Agreement, or a reduction in the amount of principal or interest or Utilization Fees received or receivable by UBS AG, Stamford Branch, in its capacity as Issuing Lender, in respect thereof, the Borrower agrees to pay to UBS AG, Stamford Branch, in its capacity as Issuing Lender, an amount equal to such additional cost, reduction, other loss or damage or foregone interest or other amount; provided, that UBS AG, Stamford Branch, in its capacity as Issuing Lender, shall only exercise its rights under this Section 2.04(a) if that may thereafter accrue and would not, in the reasonable judgment of the Liquidity Provider, be otherwise disadvantageous to the Liquidity Provider. The Liquidity Provider will notify the Borrower of any event occurring after the date of this Agreement that will entitle the Liquidity Provider to compensation pursuant to this Section 3.01 as promptly as practicable after it exercises obtains knowledge thereof and determines to request such rights compensation, which notice shall describe in reasonable detail the calculation of the amounts owed under all other similar transactions this Section. Determinations by the Liquidity Provider for purposes of this Section 3.01 of the effect of any Regulatory Change on its costs of making or maintaining Advances or on amounts receivable by it in respect of Advances, and of the additional amounts required to compensate the Liquidity Provider in respect of any Additional Costs, shall be prima facie evidence of the amount owed under this Section. Notwithstanding the preceding two paragraphs, the Liquidity Provider and the Subordination Agent agree that any permitted assignee or participant of the initial Liquidity Provider which it is not a partybank shall not be entitled to the benefits of the preceding two paragraphs (but without limiting the provisions of Section 7.08 hereof).

Increased Costs. In The Borrower shall pay to the event that Liquidity Provider from time to time such amounts as may be necessary to compensate the Liquidity Provider for any increased costs incurred by reason the Liquidity Provider which are attributable to its making or maintaining any Advances hereunder or its obligation to make any such Advances hereunder, or any reduction in any amount receivable by the Liquidity Provider under this Agreement or the Intercreditor Agreement in respect of any such Advances or such obligation (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), resulting from any change after the Amendment Closing Date date of this Agreement in applicable lawU.S. federal, rule or regulation of any Swiss Governmental Authority with authority over Swiss banks or any U.S. Governmental Authority with authority over non-U.S. banks with U.S. banking business (eachstate, an “Applicable Governmental Authority”) or in the interpretation thereof by any Applicable Governmental Authority charged with the administration, application or interpretation thereofmunicipal, or by reason foreign laws or regulations (including Regulation D of the Board of Governors of the Federal Reserve System), or the adoption or enactment, as making after the date of and following the Amendment Closing Date, this Agreement of any requirementinterpretations, request directives, or directive requirements applying to a class of banks including the Liquidity Provider under any U.S. federal, state, municipal, or any foreign laws or regulations (whether or not having the force of law) of by any such Applicable Governmental Authority court, central bank or monetary authority charged with respect to this Agreement that shall imposethe interpretation or administration thereof (a “Regulatory Change”), modify or deem applicable any reserve, special deposit assessment or insurance fee or similar requirement against assets of, deposits with or for the account of, or credit extended by UBS AG, Stamford Branch, in its capacity as Issuing Lender, or shall subject UBS AG, Stamford Branch, in its capacity as Issuing Lender, or its Controlling Persons to any tax, levy, impost, charge, fee, duty, deduction or withholding of any kind whatsoever with respect to the Letter of Credit, this Agreement or any other Transaction Document, or change which: (1) changes the basis of taxation of UBS AGany amounts payable to the Liquidity Provider under this Agreement in respect of any such Advances or such obligation (other than with respect to Excluded Taxes or Indemnified Taxes); or (2) imposes or modifies any reserve, Stamford Branchspecial deposit, compulsory loan or similar requirements relating to any extensions of credit or other assets of, or any deposits with other liabilities of, the Liquidity Provider (including any such Advances or such obligation or any deposits referred to in the definition of LIBOR Rate or Market Disruption Base Rate or related definitions). The Liquidity Provider agrees to use reasonable efforts (consistent with its internal policies and applicable legal and regulatory restrictions) to change the jurisdiction of its Lending Office if making such change would avoid the need for, or reduce the amount of, any amount payable under this Section that may thereafter accrue and would not, in its capacity the reasonable judgment of the Liquidity Provider, be otherwise disadvantageous to the Liquidity Provider. The Liquidity Provider will notify the Borrower of any event occurring after the date of this Agreement that will entitle the Liquidity Provider to compensation pursuant to this Section 3.01 as Issuing Lenderpromptly as practicable after it obtains knowledge thereof and determines to request such compensation, which notice shall describe in reasonable detail the calculation of the amounts owed under this Section; provided, that if the Liquidity Provider fails to give such notice within 180 days after it obtains such knowledge, the Liquidity Provider shall, with respect to any amounts payable under this Agreement (in either casecosts resulting from such event, except for Indemnified Taxes or Other Taxes indemnifiable under Section 2.05 and the imposition of, or any change in the rate of, any Excluded Tax payable by the Issuing Lender); and if any of the above-mentioned measures, events or circumstances shall result in an increase in the cost only be entitled to UBS AG, Stamford Branch, in its capacity as Issuing Lender, of making, issuing, maintaining, amending or funding the Letter of Credit, or taking any other action with respect to the Letter of Credit contemplated under this Agreement, or a reduction in the amount of principal or interest or Utilization Fees received or receivable by UBS AG, Stamford Branch, in its capacity as Issuing Lender, in respect thereof, the Borrower agrees to pay to UBS AG, Stamford Branch, in its capacity as Issuing Lender, an amount equal to such additional cost, reduction, other loss or damage or foregone interest or other amount; provided, that UBS AG, Stamford Branch, in its capacity as Issuing Lender, shall only exercise its rights payment under this Section 2.04(a) if 3.01 for costs incurred from and after the date 180 days prior to the date the Liquidity Provider does give such notice. Determinations by the Liquidity Provider for purposes of this Section 3.01 of the effect of any Regulatory Change on its costs of making or maintaining Advances or on amounts receivable by it exercises such rights in respect of Advances, and of the additional amounts required to compensate the Liquidity Provider in respect of any Additional Costs, shall be prima facie evidence of the amount owed under all other similar transactions this Section. [Revolving Credit Agreement (2009-2B)] Notwithstanding the preceding two paragraphs, the Liquidity Provider and the Subordination Agent agree that any permitted assignee or participant of the initial Liquidity Provider which is not a bank, shall not be entitled to which it is a partythe benefits of the preceding two paragraphs (but without limiting the provisions of Section 7.08 hereof).

Increased Costs. In The Borrower shall pay to the event that Liquidity Provider from time to time such amounts as may be necessary to compensate the Liquidity Provider for any increased costs incurred by reason the Liquidity Provider which are attributable to its making or maintaining any Advances hereunder or its obligation to make any such Advances hereunder, or any reduction in any amount receivable by the Liquidity Provider under this Agreement or the Intercreditor Agreement in respect of any such Advances or such obligation (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), resulting from any change after the Amendment Closing Date date of this Agreement in applicable lawU.S. federal, rule or regulation of any Swiss Governmental Authority with authority over Swiss banks or any U.S. Governmental Authority with authority over non-U.S. banks with U.S. banking business (eachstate, an “Applicable Governmental Authority”) or in the interpretation thereof by any Applicable Governmental Authority charged with the administration, application or interpretation thereofmunicipal, or by reason foreign laws or regulations (including Regulation D of the Board of Governors of the Federal Reserve System), or the adoption or enactment, as making after the date of and following the Amendment Closing Date, this Agreement of any requirementinterpretations, request directives, or directive requirements applying to a class of banks including the Liquidity Provider under any U.S. federal, state, municipal, or any foreign laws or regulations (whether or not having the force of law) by any court, central bank or monetary authority charged with the interpretation or administration thereof (a “Regulatory Change”), which (1) changes the basis of taxation to the Liquidity Provider under this Agreement in respect of any such Applicable Governmental Authority Advances or such obligation (other than with respect to this Agreement that shall imposeExcluded Taxes or Indemnified Taxes solely to the extent such Indemnified Taxes are imposed on or with respect to any payment made by, modify or deem applicable on account of any obligation of, the Borrower); or (2) imposes or modifies any reserve, special deposit assessment or insurance fee deposit, compulsory loan or similar requirement against assets of, deposits with or for the account of, or credit extended by UBS AG, Stamford Branch, in its capacity as Issuing Lender, or shall subject UBS AG, Stamford Branch, in its capacity as Issuing Lender, or its Controlling Persons requirements relating to any tax, levy, impost, charge, fee, duty, deduction extensions of credit or withholding of any kind whatsoever with respect to the Letter of Credit, this Agreement or any other Transaction Document, or change the basis of taxation of UBS AG, Stamford Branch, in its capacity as Issuing Lender, with respect to any amounts payable under this Agreement (in either case, except for Indemnified Taxes or Other Taxes indemnifiable under Section 2.05 and the imposition assets of, or any change deposits with other liabilities of, the Liquidity Provider (including any such Advances or such obligation or any deposits referred to in the rate definition of LIBOR Rate, Market Disruption Base Rate or related definitions). For the avoidance of doubt, any Regulatory Changes based on the consultative papers of The Basel Committee on Banking Supervision of December 2009 entitled “Strengthening the resilience of the banking sector” and “International framework for liquidity [Revolving Credit Agreement (2012-2A)] risk measurement, standards and monitoring”, in each case together with any amendments thereto (collectively, “Basel III”), will not be treated, for purposes of determining whether the Liquidity Provider is entitled to compensation under this Section 3.01, as having been adopted or having come into effect before the date hereof, and any such Regulatory Changes based on Basel III shall be determined to be adopted only when the national banking supervisory authorities, or other relevant administrative or legislative bodies having primary jurisdiction or regulatory authority over the Liquidity Provider, adopt any such Regulatory Changes based on Basel III in the primary jurisdiction of the Liquidity Provider. The Liquidity Provider agrees to use reasonable efforts (consistent with its internal policies and applicable legal and regulatory restrictions) to change the jurisdiction of its Facility Office if making such change would avoid the need for, or reduce the amount of, any Excluded Tax amount payable by the Issuing Lender); and if any of the above-mentioned measures, events or circumstances shall result in an increase in the cost to UBS AG, Stamford Branch, in its capacity as Issuing Lender, of making, issuing, maintaining, amending or funding the Letter of Credit, or taking any other action with respect to the Letter of Credit contemplated under this Agreement, or a reduction in the amount of principal or interest or Utilization Fees received or receivable by UBS AG, Stamford Branch, in its capacity as Issuing Lender, in respect thereof, the Borrower agrees to pay to UBS AG, Stamford Branch, in its capacity as Issuing Lender, an amount equal to such additional cost, reduction, other loss or damage or foregone interest or other amount; provided, that UBS AG, Stamford Branch, in its capacity as Issuing Lender, shall only exercise its rights under this Section 2.04(a) if that may thereafter accrue and would not, in the reasonable judgment of the Liquidity Provider, be otherwise disadvantageous to the Liquidity Provider. The Liquidity Provider will notify the Borrower of any event occurring after the date of this Agreement that will entitle the Liquidity Provider to compensation pursuant to this Section 3.01 as promptly as practicable after it exercises obtains knowledge thereof and determines to request such rights compensation, which notice shall describe in reasonable detail the calculation of the amounts owed under all other similar transactions this Section. Determinations by the Liquidity Provider for purposes of this Section 3.01 of the effect of any Regulatory Change on its costs of making or maintaining Advances or on amounts receivable by it in respect of Advances, and of the additional amounts required to compensate the Liquidity Provider in respect of any Additional Costs, shall be prima facie evidence of the amount owed under this Section. Notwithstanding the preceding two paragraphs, the Liquidity Provider and the Subordination Agent agree that any permitted assignee or participant of the initial Liquidity Provider which it is not a partybank shall not be entitled to the benefits of the preceding two paragraphs (but without limiting the provisions of Section 7.08 hereof).

Increased Costs. In the event that by reason Without duplication of any change after the Amendment Closing Date in applicable lawrights created by Section 3.03, rule or regulation if as a result of any Swiss Governmental Authority with authority over Swiss banks or Regulatory Change there shall be any U.S. Governmental Authority with authority over non-U.S. banks with U.S. banking business (each, increase by an “Applicable Governmental Authority”) or amount reasonably deemed by the Liquidity Provider to be material in the interpretation thereof by actual cost to the Liquidity Provider of making, funding or maintaining any Applicable Governmental Authority charged with the administration, application Advances or interpretation thereof, or by reason of the adoption or enactment, as of and following the Amendment Closing Date, of any requirement, request or directive (whether or not having the force of law) of its obligation to make any such Applicable Governmental Authority with respect Advances or there shall be any reduction by an amount reasonably deemed by the Liquidity Provider to this Agreement that shall impose, modify or deem applicable any reserve, special deposit assessment or insurance fee or similar requirement against assets of, deposits with or for be material in the account of, or credit extended amount receivable by UBS AG, Stamford Branch, in its capacity as Issuing Lender, or shall subject UBS AG, Stamford Branch, in its capacity as Issuing Lender, or its Controlling Persons to any tax, levy, impost, charge, fee, duty, deduction or withholding of any kind whatsoever with respect to the Letter of Credit, Liquidity Provider under this Agreement or any other Transaction Document, or change the basis of taxation of UBS AG, Stamford Branch, in its capacity as Issuing Lender, with respect to any amounts payable under this Intercreditor Agreement (in either case, except for Indemnified Taxes or Other Taxes indemnifiable under Section 2.05 and the imposition of, or any change in the rate of, any Excluded Tax payable by the Issuing Lender); and if any of the above-mentioned measures, events or circumstances shall result in an increase in the cost to UBS AG, Stamford Branch, in its capacity as Issuing Lender, of making, issuing, maintaining, amending or funding the Letter of Credit, or taking any other action with respect to the Letter of Credit contemplated under this Agreement, or a reduction in the amount of principal or interest or Utilization Fees received or receivable by UBS AG, Stamford Branch, in its capacity as Issuing Lender, in respect thereof, and in case of either such an increase or reduction, such event does not arise from the gross negligence or willful misconduct of the Liquidity Provider, from its breach of any of its representations, warranties, covenants or agreements contained herein or in the Intercreditor Agreement or from its failure to comply with any such Regulatory Change (any such increase or reduction being referred to herein as an “Increased Cost”), then, subject to Sections 2.07 and 2.09, the Borrower agrees shall from time to time pay to UBS AG, Stamford Branch, in its capacity as Issuing Lender, the Liquidity Provider an amount equal to such additional costIncreased Cost within 10 Business Days after delivery to the Borrower and American of a certificate of an officer of the Liquidity Provider describing in reasonable detail the event by reason of which it claims such Increased Cost and the basis for the determination of the amount of such Increased Cost; provided that the Borrower shall be obligated to pay amounts only with respect to any Increased Costs accruing from the date 120 days prior to the date of delivery of such certificate. Such certificate, reductionin the absence of manifest error, other loss shall be considered prima facie evidence of the amount of the Increased Costs for Revolving Credit Agreement (Class B) (American Airlines 2017-2 Aircraft EETC) purposes of this Agreement; provided that any determinations and allocations by the Liquidity Provider of the effect of any Regulatory Change on the costs of maintaining the Advances or damage the obligation to make Advances are made on a reasonable basis. For the avoidance of doubt, the Liquidity Provider shall not be entitled to assert any claim under this Section 3.01 in respect of or foregone interest attributable to Excluded Taxes. The Liquidity Provider will notify the Borrower and American as promptly as practicable of any event occurring after the date of this Agreement that will entitle the Liquidity Provider to compensation under this Section 3.01. The Liquidity Provider agrees to investigate all commercially reasonable alternatives for reducing any Increased Costs and to use all commercially reasonable efforts to avoid or minimize, to the greatest extent possible, any claim in respect of Increased Costs, including, without limitation, by designating a different Lending Office, if such designation or other amountaction would avoid the need for, or reduce the amount of, any such claim; provided, provided that UBS AG, Stamford Branchthe foregoing shall not obligate the Liquidity Provider to take any action that would, in its capacity as Issuing Lenderreasonable judgment, cause the Liquidity Provider to take any action that is not materially consistent with its internal policies or is otherwise materially disadvantageous to the Liquidity Provider or that would cause the Liquidity Provider to incur any material loss or cost, unless the Borrower or American agrees to reimburse or indemnify the Liquidity Provider therefor. If no such designation or other action is effected, or, if effected, such notice fails to avoid the need for any claim in respect of Increased Costs, American may arrange for a Replacement Liquidity Facility in accordance with Section 3.05(e) of the Intercreditor Agreement. Notwithstanding the foregoing provisions, in no event shall only exercise its rights the Borrower be required to make payments under this Section 2.04(a3.01: (a) in respect of any Regulatory Change proposed by any applicable governmental authority (including any branch of a legislature), central bank or comparable agency of the United States or the Liquidity Provider’s jurisdiction of organization or in which its Lending Office is located and pending as of the date of this Agreement (it being agreed that the Regulatory Changes contemplated by (i) all requests, rules, guidelines or directives promulgated or issued by the Basel Committee on Banking Supervision (or any successor or similar authority) including, but not limited to the Consultative Documents entitled “Strengthening the resilience of the banking sector” and “International framework for liquidity risk measurement, standards and monitoring,” each dated December 2009 or the United States regulatory authorities, in each case pursuant to Basel III and (ii) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith, shall not be considered to have been proposed or pending as of the date of this Agreement); (b) if it exercises a claim hereunder in respect of an Increased Cost arises through circumstances peculiar to the Liquidity Provider and that do not affect similarly organized commercial banking institutions in the same jurisdiction generally that are in compliance with the law, rule, regulation or interpretation giving rise to the Regulatory Change relating to such rights Increased Cost; (c) if the Liquidity Provider shall fail to comply with its obligations under all this Section 3.01 or (d) if the Liquidity Provider is not also seeking payment for similar increased costs in other similar similarly situated transactions related to which it is a partythe airline industry.

Increased Costs. In The Borrower shall pay to the event that Liquidity Provider from time to time such amounts as may be necessary to compensate the Liquidity Provider for any increased costs incurred by reason the Liquidity Provider which are attributable to its making or maintaining any Advances hereunder or its obligation to make any such Advances hereunder, or any reduction in any amount receivable by the Liquidity Provider under this Agreement or the Intercreditor Agreement in respect of any such Advances or such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any change after the Amendment Closing Date date of this Agreement in applicable lawU.S. federal, rule or regulation of any Swiss Governmental Authority with authority over Swiss banks or any U.S. Governmental Authority with authority over non-U.S. banks with U.S. banking business (eachstate, an “Applicable Governmental Authority”) or in the interpretation thereof by any Applicable Governmental Authority charged with the administration, application or interpretation thereofmunicipal, or by reason foreign laws or regulations (including Regulation D of the Board of Governors of the Federal Reserve System), or the adoption or enactment, as making after the date of and following the Amendment Closing Date, this Agreement of any requirementinterpretations, request directives, or directive requirements applying to a class of banks including the Liquidity Provider under any U.S. federal, state, municipal, or any foreign laws or regulations (whether or not having the force of law) of by any such Applicable Governmental Authority court, central bank or other supervisory authority charged with respect to this Agreement that shall imposethe interpretation or administration thereof (a "Regulatory Change"), modify or deem applicable any reserve, special deposit assessment or insurance fee or similar requirement against assets of, deposits with or for the account of, or credit extended by UBS AG, Stamford Branch, in its capacity as Issuing Lender, or shall subject UBS AG, Stamford Branch, in its capacity as Issuing Lender, or its Controlling Persons to any tax, levy, impost, charge, fee, duty, deduction or withholding of any kind whatsoever with respect to the Letter of Credit, this Agreement or any other Transaction Document, or change which: (1) changes the basis of taxation of UBS AG, Stamford Branch, any amounts payable to the Liquidity Provider under this Agreement in its capacity as Issuing Lender, respect of any such Advances or such obligation (other than with respect to Excluded Taxes); or (2) imposes or modifies any amounts payable under this Agreement (in either casereserve, except for Indemnified Taxes special deposit, compulsory loan or Other Taxes indemnifiable under Section 2.05 and the imposition similar requirements relating to any extensions of credit or other assets of, or any change deposits with or other liabilities of, the Liquidity Provider (including any such Advances or such obligation or any deposits referred to in the rate ofdefinition of LIBOR or related definitions). The Liquidity Provider will notify the Borrower of any event occurring after the date of this Agreement that will entitle the Liquidity Provider to compensation pursuant to this Section 3.01 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, any Excluded Tax payable which notice shall describe in reasonable detail the calculation of the amounts owed under this Section. Determinations by the Issuing Lender); and if any Liquidity Provider for purposes of this Section 3.01 of the above-mentioned measureseffect of any Regulatory Change on its costs of making or maintaining Advances or on amounts receivable by it in respect of Advances, events and of the additional amounts required to compensate the Liquidity Provider in respect of any Additional Costs, shall be prima facie evidence of the amount owed under this Section. Notwithstanding the preceding two paragraphs, the Liquidity Provider and the Subordination Agent agree that any permitted assignee or circumstances participant of the initial Liquidity Provider which is not a bank shall result in an increase in the cost to UBS AG, Stamford Branch, in its capacity as Issuing Lender, of making, issuing, maintaining, amending or funding the Letter of Credit, or taking any other action with respect not be entitled to the Letter benefits of Credit contemplated under this Agreement, or a reduction in the amount preceding two paragraphs (but without limiting the provisions of principal or interest or Utilization Fees received or receivable by UBS AG, Stamford Branch, in its capacity as Issuing Lender, in respect thereof, the Borrower agrees to pay to UBS AG, Stamford Branch, in its capacity as Issuing Lender, an amount equal to such additional cost, reduction, other loss or damage or foregone interest or other amount; provided, that UBS AG, Stamford Branch, in its capacity as Issuing Lender, shall only exercise its rights under this Section 2.04(a) if it exercises such rights under all other similar transactions to which it is a party7.08 hereof).

Increased Costs. In the event that by reason of any change after the Amendment Closing Date in applicable law, rule or regulation of any Swiss Governmental Authority with authority over Swiss banks or any U.S. Governmental Authority with authority over non-U.S. banks with U.S. banking business (each, an “Applicable Governmental Authority”) or in the interpretation thereof by any Applicable Governmental Authority charged with the administration, application or interpretation thereof, or by reason of the adoption or enactment, as of and following the Amendment Closing Date, of any requirement, request or directive (whether or not having the force of law) of any such Applicable Governmental Authority with respect If due to this Agreement that shall impose, modify or deem applicable any reserve, special deposit assessment or insurance fee or similar requirement against assets of, deposits with or for the account of, or credit extended by UBS AG, Stamford Branch, in its capacity as Issuing Lender, or shall subject UBS AG, Stamford Branch, in its capacity as Issuing Lender, or its Controlling Persons to any tax, levy, impost, charge, fee, duty, deduction or withholding of any kind whatsoever with respect to the Letter of Credit, this Agreement or any other Transaction Document, or change the basis of taxation of UBS AG, Stamford Branch, in its capacity as Issuing Lender, with respect to any amounts payable under this Agreement (in either case, except for Indemnified Taxes or Other Taxes indemnifiable under Section 2.05 and the imposition of, or any change in the rate of, law there shall be: (a) any Excluded Tax payable by the Issuing Lender); and if any of the above-mentioned measures, events or circumstances shall result in an increase in the cost to UBS AG, Stamford Branch, in Lender or its capacity as Issuing Lender, parent of making, issuing, maintaining, amending making or funding maintaining the Letter of Credit, or taking Loans; (b) any other action with respect to the Letter of Credit contemplated under this Agreement, or a reduction increase in the amount of principal capital required or interest maintained, or Utilization Fees received expected to be maintained, by Lender or receivable its parent and the amount of such capital is increased by UBS AGor based upon the existence of the Loans outstanding hereunder; or (c) any decrease in the effective rate of return on the capital of Lender or its parent of making or maintaining the Loans, Stamford Branch, in its capacity as Issuing then within 5 days after demand by Lender, Borrower shall pay to Lender such additional amount or amounts as will compensate Lender or its parent therefor, it being understood and agreed, however, that Lender shall not be entitled to such compensation as a result of Lender’s compliance with, or pursuant to any request or directive to comply with, any such applicable law as in effect on the date hereof. Upon determining in good faith that any additional amounts will be payable pursuant to this Section, Lender will, as promptly as practicable upon ascertaining knowledge thereof, give written notice thereof to Borrower, which notice shall set forth in reasonable detail the basis of the calculation of such additional amounts, which statement shall be conclusive for all purposes in the absence of manifest error. The failure to give any such notice, with respect to a particular event, within the time frame specified herein, shall not release or diminish any of Borrower’s obligations to pay additional amounts pursuant to this Section for amounts accrued or incurred after the date of such notice with respect to such event. If any change in law shall make it unlawful for Lender to continue to maintain the Loans, or for Borrower to comply with its obligations in respect thereofof the Loans, Borrower shall forthwith, upon Lender’s demand, prepay the Loans in full, together with accrued interest thereon and payment of any compensation required pursuant to this Section. Lender shall submit to Borrower agrees to pay to UBS AGa written statement setting forth the basis for determining such amounts, Stamford Branch, which statement shall be conclusive for all purposes in its capacity as Issuing Lender, an amount equal to such additional cost, reduction, other loss or damage or foregone interest or other amount; provided, that UBS AG, Stamford Branch, in its capacity as Issuing Lender, shall only exercise its rights under this Section 2.04(a) if it exercises such rights under all other similar transactions to which it is a partythe absence of manifest error.

Increased Costs. In If the event Bank determines that by reason the effect of any change after the Amendment Closing Date in applicable lawlaw or government regulation, rule guideline or regulation of any Swiss Governmental Authority with authority over Swiss banks order or any U.S. Governmental Authority with authority over non-U.S. banks with U.S. banking business (each, an “Applicable Governmental Authority”) or in the interpretation thereof by any Applicable Governmental Authority charged with the administrationadministration thereof (such as, application or interpretation thereoffor example, or by reason of the adoption or enactment, as of and following the Amendment Closing Date, of any requirement, request or directive (whether or not having the force of law) of any such Applicable Governmental Authority with respect to this Agreement that shall impose, modify or deem applicable any reserve, special deposit assessment or insurance fee or similar requirement against assets of, deposits with or for the account of, or credit extended by UBS AG, Stamford Branch, in its capacity as Issuing Lender, or shall subject UBS AG, Stamford Branch, in its capacity as Issuing Lender, or its Controlling Persons to any tax, levy, impost, charge, fee, duty, deduction or withholding of any kind whatsoever with respect to the Letter of Credit, this Agreement or any other Transaction Document, or change the basis of taxation of UBS AG, Stamford Branch, in its capacity as Issuing Lender, with respect to any amounts payable under this Agreement (in either case, except for Indemnified Taxes or Other Taxes indemnifiable under Section 2.05 and the imposition of, or any a change in official reserve requirements which the rate of, any Excluded Tax payable by the Issuing Lender); and if any Bank is required to maintain in respect of the above-mentioned measures, events loans or circumstances shall result in an deposits or other funds procured for funding such loans) is to increase in the cost to UBS AG, Stamford Branch, in its capacity as Issuing Lender, the Bank of making, issuing, maintaining, amending making or funding the Letter of Credit, continuing LIBOR Loans hereunder or taking any other action with respect to the Letter of Credit contemplated under this Agreement, or a reduction in reduce the amount of any payment of principal or interest or Utilization Fees received or receivable by UBS AGthe Bank thereon, Stamford Branch, in its capacity as Issuing Lender, in respect thereof, then the Borrower agrees to will pay to UBS AG, Stamford Branch, in its capacity as Issuing Lender, an amount equal to the Bank on demand such additional cost, amounts as the Bank may determine to be required to compensate the Bank for such additional costs or reduction, other loss or damage or foregone interest or other amount; provided, that UBS AG, Stamford Branch, in its capacity as Issuing Lender, shall only exercise its rights . Any additional payment under this Section 2.04(a) will be computed from the effective date at which such additional costs have to be borne by the Bank. A certificate as to any additional amounts payable pursuant to this Section setting forth the basis and method of determining such amounts shall be conclusive, absent manifest error, as to the determination by the Bank set forth therein if made reasonably and in good faith. The Borrower shall pay any amounts so certified to it exercises by the Bank within 10 days of receipt of any such rights under all other similar transactions to certificate. The Bank will promptly notify the Borrower of any event of which it is has knowledge occurring after the date hereof which will entitle it to compensation pursuant to this Section and will designate a partydifferent lending office if such designation will avoid the need for, or reduce the amount of, any such additional amounts which may thereafter accrue and would not, in the judgment of the Bank, be otherwise disadvantageous to the Bank. For purposes of this Section, all references to the "Bank" shall be deemed to include any participant in any Commitments and/or Loans.

Increased Costs. In the event that by reason Without duplication of any change after the Amendment Closing Date in applicable lawrights created by Section 3.03, rule or regulation if as a result of any Swiss Governmental Authority with authority over Swiss banks or Regulatory Change there shall be any U.S. Governmental Authority with authority over non-U.S. banks with U.S. banking business (each, increase by an “Applicable Governmental Authority”) or amount reasonably deemed by the Liquidity Provider to be material in the interpretation thereof by actual cost to the Liquidity Provider of making, funding or maintaining any Applicable Governmental Authority charged with the administration, application Advances or interpretation thereof, or by reason of the adoption or enactment, as of and following the Amendment Closing Date, of any requirement, request or directive (whether or not having the force of law) of its obligation to make any such Applicable Governmental Authority with respect Advances or there shall be any reduction by an amount reasonably deemed by the Liquidity Provider to this Agreement that shall impose, modify or deem applicable any reserve, special deposit assessment or insurance fee or similar requirement against assets of, deposits with or for be material in the account of, or credit extended amount receivable by UBS AG, Stamford Branch, in its capacity as Issuing Lender, or shall subject UBS AG, Stamford Branch, in its capacity as Issuing Lender, or its Controlling Persons to any tax, levy, impost, charge, fee, duty, deduction or withholding of any kind whatsoever with respect to the Letter of Credit, Liquidity Provider under this Agreement or any other Transaction Document, or change the basis of taxation of UBS AG, Stamford Branch, in its capacity as Issuing Lender, with respect to any amounts payable under this Revolving Credit Agreement (in either case, except for Indemnified Taxes or Other Taxes indemnifiable under Section 2.05 and the imposition of, or any change in the rate of, any Excluded Tax payable by the Issuing Lender); and if any of the aboveClass AA) (American Airlines 2016-mentioned measures, events or circumstances shall result in an increase in the cost to UBS AG, Stamford Branch, in its capacity as Issuing Lender, of making, issuing, maintaining, amending or funding the Letter of Credit, or taking any other action with respect to the Letter of Credit contemplated under this Agreement, or a reduction in the amount of principal or interest or Utilization Fees received or receivable by UBS AG, Stamford Branch, in its capacity as Issuing Lender, 2 Aircraft EETC) 0000-0000-0000.v5 Intercreditor Agreement in respect thereof, and in case of either such an increase or reduction, such event does not arise from the gross negligence or willful misconduct of the Liquidity Provider, from its breach of any of its representations, warranties, covenants or agreements contained herein or in the Intercreditor Agreement or from its failure to comply with any such Regulatory Change (any such increase or reduction being referred to herein as an “Increased Cost”), then, subject to Sections 2.07 and 2.09, the Borrower agrees shall from time to time pay to UBS AG, Stamford Branch, in its capacity as Issuing Lender, the Liquidity Provider an amount equal to such additional costIncreased Cost within 10 Business Days after delivery to the Borrower and American of a certificate of an officer of the Liquidity Provider describing in reasonable detail the event by reason of which it claims such Increased Cost and the basis for the determination of the amount of such Increased Cost; provided that the Borrower shall be obligated to pay amounts only with respect to any Increased Costs accruing from the date 120 days prior to the date of delivery of such certificate. Such certificate, reductionin the absence of manifest error, other loss shall be considered prima facie evidence of the amount of the Increased Costs for purposes of this Agreement; provided that any determinations and allocations by the Liquidity Provider of the effect of any Regulatory Change on the costs of maintaining the Advances or damage the obligation to make Advances are made on a reasonable basis. For the avoidance of doubt, the Liquidity Provider shall not be entitled to assert any claim under this Section 3.01 in respect of or foregone interest attributable to Excluded Taxes. The Liquidity Provider will notify the Borrower and American as promptly as practicable of any event occurring after the date of this Agreement that will entitle the Liquidity Provider to compensation under this Section 3.01. The Liquidity Provider agrees to investigate all commercially reasonable alternatives for reducing any Increased Costs and to use all commercially reasonable efforts to avoid or minimize, to the greatest extent possible, any claim in respect of Increased Costs, including, without limitation, by designating a different Lending Office, if such designation or other amountaction would avoid the need for, or reduce the amount of, any such claim; provided, provided that UBS AG, Stamford Branchthe foregoing shall not obligate the Liquidity Provider to take any action that would, in its capacity as Issuing Lenderreasonable judgment, cause the Liquidity Provider to take any action that is not materially consistent with its internal policies or is otherwise materially disadvantageous to the Liquidity Provider or that would cause the Liquidity Provider to incur any material loss or cost, unless the Borrower or American agrees to reimburse or indemnify the Liquidity Provider therefor. If no such designation or other action is effected, or, if effected, such notice fails to avoid the need for any claim in respect of Increased Costs, American may arrange for a Replacement Liquidity Facility in accordance with Section 3.05(e) of the Intercreditor Agreement. Notwithstanding the foregoing provisions, in no event shall only exercise its rights the Borrower be required to make payments under this Section 2.04(a3.01: (a) in respect of any Regulatory Change proposed by any applicable governmental authority (including any branch of a legislature), central bank or comparable agency of the United States or the Liquidity Provider’s jurisdiction of organization or in which its Lending Office is located and pending as of the date of this Agreement (it being agreed that the Regulatory Changes contemplated by (i) all requests, rules, guidelines or directives promulgated or issued by the Basel Committee on Banking Supervision (or any successor or similar authority) including, but not limited to the Consultative Documents entitled “Strengthening the resilience of the banking sector” and “International framework for liquidity risk measurement, standards and monitoring,” each dated December 2009 or the United States regulatory authorities, in each case pursuant to Basel III and (ii) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith, shall not be considered to have been proposed or pending as of Revolving Credit Agreement (Class AA) (American Airlines 2016-2 Aircraft EETC) 0000-0000-0000.v5 the date of this Agreement); (b) if it exercises a claim hereunder in respect of an Increased Cost arises through circumstances peculiar to the Liquidity Provider and that do not affect similarly organized commercial banking institutions in the same jurisdiction generally that are in compliance with the law, rule, regulation or interpretation giving rise to the Regulatory Change relating to such rights Increased Cost; (c) if the Liquidity Provider shall fail to comply with its obligations under all this Section 3.01 or (d) if the Liquidity Provider is not also seeking payment for similar increased costs in other similar similarly situated transactions related to which it is a partythe airline industry.

Increased Costs. In The Borrower shall pay to the event that Liquidity --------------- Provider from time to time such amounts as may be necessary to compensate the Liquidity Provider for any costs incurred by reason the Liquidity Provider which are attributable to its making or maintaining any Advances hereunder or its obligation to make any such Advances hereunder, or any reduction in any amount receivable by the Liquidity Provider under this Agreement or the Intercreditor Agreement in respect of any such Advances or such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional ---------- Costs"), resulting from any change after the Amendment Closing Date date of this Agreement in applicable lawU.S. ----- federal, rule state, or regulation of any Swiss Governmental Authority with authority over Swiss banks municipal, or any U.S. Governmental Authority with authority over non-U.S. banks with U.S. banking business (each, an “Applicable Governmental Authority”) foreign laws or in the interpretation thereof by any Applicable Governmental Authority charged with the administration, application or interpretation thereofregulations, or by reason of the adoption or enactment, as of and following the Amendment Closing Date, making after such date of any requirementinterpretation, regulation, directive, guideline, requirement or request or directive (whether or not having the force of law, by any court or governmental or monetary authority charged with the interpretation or administration thereof (a "Regulatory Change"), which: (1) changes the basis of ----------------- taxation of any amounts payable to the Liquidity Provider under this Agreement in respect of any such Applicable Governmental Authority Advances or such obligation (other than Excluded Taxes or any Non-Excluded Taxes; or (2) imposes or modifies any reserve, special deposit, compulsory loan or similar requirements relating to any extensions of credit or other assets of, or any deposits with respect other liabilities of, the Liquidity Provider (including any such Advances or such obligation or any deposits referred to in the definition of LIBOR or related definitions). The Liquidity Provider agrees to use reasonable efforts (consistent with its internal policy and applicable legal and regulatory restrictions) to change the jurisdiction of its Lending Office if making such change would avoid the need for, or reduce the amount of, any amount payable under this Section 3.01 that may thereafter accrue ------------ and would not, in the reasonable judgment of the Liquidity Provider, be otherwise disadvantageous to the Liquidity Provider. The Liquidity Provider shall notify the Borrower of any event occurring after the date of this Agreement that shall imposeentitle the Liquidity Provider to compensation pursuant to this Section 3.01 as promptly as practicable after it ------------ obtains knowledge thereof and determines to request such compensation, modify or deem applicable any reserve, special deposit assessment or insurance fee or similar requirement against assets of, deposits with or for which notice shall describe in reasonable detail the account of, or credit extended by UBS AG, Stamford Branch, in its capacity as Issuing Lender, or shall subject UBS AG, Stamford Branch, in its capacity as Issuing Lender, or its Controlling Persons to any tax, levy, impost, charge, fee, duty, deduction or withholding of any kind whatsoever with respect to the Letter of Credit, this Agreement or any other Transaction Document, or change the basis of taxation of UBS AG, Stamford Branch, in its capacity as Issuing Lender, with respect to any amounts payable under this Agreement (in either case, except for Indemnified Taxes or Other Taxes indemnifiable under Section 2.05 and the imposition of, or any change in the rate of, any Excluded Tax payable by the Issuing Lender); and if any calculation of the above-mentioned measures, events or circumstances shall result in an increase in the cost to UBS AG, Stamford Branch, in its capacity as Issuing Lender, of making, issuing, maintaining, amending or funding the Letter of Credit, or taking any other action with respect to the Letter of Credit contemplated under this Agreement, or a reduction in the amount of principal or interest or Utilization Fees received or receivable by UBS AG, Stamford Branch, in its capacity as Issuing Lender, in respect thereof, the Borrower agrees to pay to UBS AG, Stamford Branch, in its capacity as Issuing Lender, an amount equal to such additional cost, reduction, other loss or damage or foregone interest or other amount; provided, that UBS AG, Stamford Branch, in its capacity as Issuing Lender, shall only exercise its rights amounts owed under this Section 2.04(a) if 3.01. Determinations by the Liquidity Provider for purposes ------------ of this Section 3.01 of the effect of any Regulatory Change on its costs of ------------ making or maintaining Advances or on amounts receivable by it exercises such rights in respect of Advances, and of the additional amounts required to compensate the Liquidity Provider in respect of any Additional Costs, shall be prima facie evidence of the amount owed under all other similar transactions this Section 3.01. ------------ Notwithstanding the preceding two paragraphs, the Liquidity Provider and the Subordination Agent agree that any permitted assignee or participant of the initial Liquidity Provider that is not a bank shall not be entitled to which it is a party.the benefits of the preceding two paragraphs (but without limiting the provisions of Section 7.08 hereof). ------------

Increased Costs. In the event that by reason Without duplication of any change after the Amendment Closing Date in applicable lawrights created by Section 3.03, rule or regulation if as a result of any Swiss Governmental Authority with authority over Swiss banks or Regulatory Change there shall be any U.S. Governmental Authority with authority over non-U.S. banks with U.S. banking business (each, increase by an “Applicable Governmental Authority”) or amount reasonably deemed by the Liquidity Provider to be material in the interpretation thereof by actual cost to the Liquidity Provider of making, funding or maintaining any Applicable Governmental Authority charged with the administration, application Advances or interpretation thereof, or by reason of the adoption or enactment, as of and following the Amendment Closing Date, of any requirement, request or directive (whether or not having the force of law) of its obligation to make any such Applicable Governmental Authority with respect Advances or there shall be any reduction by an amount reasonably deemed by the Liquidity Provider to this Agreement that shall impose, modify or deem applicable any reserve, special deposit assessment or insurance fee or similar requirement against assets of, deposits with or for be material in the account of, or credit extended amount receivable by UBS AG, Stamford Branch, in its capacity as Issuing Lender, or shall subject UBS AG, Stamford Branch, in its capacity as Issuing Lender, or its Controlling Persons to any tax, levy, impost, charge, fee, duty, deduction or withholding of any kind whatsoever with respect to the Letter of Credit, Liquidity Provider under this Agreement or any other Transaction Document, or change the basis of taxation of UBS AG, Stamford Branch, in its capacity as Issuing Lender, with respect to any amounts payable under this Intercreditor Agreement (in either case, except for Indemnified Taxes or Other Taxes indemnifiable under Section 2.05 and the imposition of, or any change in the rate of, any Excluded Tax payable by the Issuing Lender); and if any of the above-mentioned measures, events or circumstances shall result in an increase in the cost to UBS AG, Stamford Branch, in its capacity as Issuing Lender, of making, issuing, maintaining, amending or funding the Letter of Credit, or taking any other action with respect to the Letter of Credit contemplated under this Agreement, or a reduction in the amount of principal or interest or Utilization Fees received or receivable by UBS AG, Stamford Branch, in its capacity as Issuing Lender, in respect thereof, and in case of either such an increase or reduction, such event does not arise from the gross negligence or willful misconduct of the Liquidity 20 Revolving Credit Agreement (Class A) (American Airlines 2021-1 EETC) Provider, from its breach of any of its representations, warranties, covenants or agreements contained herein or in the Intercreditor Agreement or from its failure to comply with any such Regulatory Change (any such increase or reduction being referred to herein as an “Increased Cost”), then, subject to Sections 2.07 and 2.09, the Borrower agrees shall from time to time pay to UBS AG, Stamford Branch, in its capacity as Issuing Lender, the Liquidity Provider an amount equal to such additional costIncreased Cost within 10 Business Days after delivery to the Borrower and American of a certificate of an officer of the Liquidity Provider describing in reasonable detail the event by reason of which it claims such Increased Cost and the basis for the determination of the amount of such Increased Cost; provided that the Borrower shall be obligated to pay amounts only with respect to any Increased Costs accruing from the date 120 days prior to the date of delivery of such certificate. Such certificate, reductionin the absence of manifest error, other loss shall be considered prima facie evidence of the amount of the Increased Costs for purposes of this Agreement; provided that any determinations and allocations by the Liquidity Provider of the effect of any Regulatory Change on the costs of maintaining the Advances or damage the obligation to make Advances are made on a reasonable basis. For the avoidance of doubt, the Liquidity Provider shall not be entitled to assert any claim under this Section 3.01 in respect of or foregone interest attributable to Excluded Taxes. The Liquidity Provider will notify the Borrower and American as promptly as practicable of any event occurring after the date of this Agreement that will entitle the Liquidity Provider to compensation under this Section 3.01. The Liquidity Provider agrees to investigate all commercially reasonable alternatives for reducing any Increased Costs and to use all commercially reasonable efforts to avoid or minimize, to the greatest extent possible, any claim in respect of Increased Costs, including, without limitation, by designating a different Lending Office, if such designation or other amountaction would avoid the need for, or reduce the amount of, any such claim; provided, provided that UBS AG, Stamford Branchthe foregoing shall not obligate the Liquidity Provider to take any action that would, in its capacity as Issuing Lenderreasonable judgment, cause the Liquidity Provider to take any action that is not materially consistent with its internal policies or is otherwise materially disadvantageous to the Liquidity Provider or that would cause the Liquidity Provider to incur any material loss or cost, unless the Borrower or American agrees to reimburse or indemnify the Liquidity Provider therefor. If no such designation or other action is effected, or, if effected, such notice fails to avoid the need for any claim in respect of Increased Costs, American may arrange for a Replacement Liquidity Facility in accordance with Section 3.05(e) of the Intercreditor Agreement. Notwithstanding the foregoing provisions, in no event shall only exercise its rights the Borrower be required to make payments under this Section 2.04(a3.01: (a) in respect of any Regulatory Change proposed by any applicable governmental authority (including any branch of a legislature), central bank or comparable agency of the United States or the Liquidity Provider’s jurisdiction of organization or in which its Lending Office is located and pending as of the date of this Agreement (it being agreed that the Regulatory Changes contemplated by (i) all requests, rules, guidelines or directives promulgated or issued by the Basel Committee on Banking Supervision (or any successor or similar authority) including, but not limited to the Consultative Documents entitled “Strengthening the resilience of the banking sector” and “International framework for liquidity risk measurement, standards and monitoring,” each dated December 2009 or the United States regulatory authorities, in each case pursuant to Basel III and (ii) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith, shall not be considered to have been proposed or pending as of the date of this Agreement); (b) if it exercises a claim hereunder in respect of an Increased Cost arises through circumstances peculiar to the Liquidity Provider and that do not affect similarly organized commercial banking institutions in the same jurisdiction generally that are in compliance with the law, rule, regulation or interpretation giving rise to the Regulatory Change relating to such rights Increased Cost; (c) if the Liquidity Provider shall fail to comply with its obligations under all this Section 3.01 or (d) if the Liquidity Provider is not also seeking payment for similar increased costs in other similar similarly situated transactions related to which it is a partythe airline industry.