Common use of Accounting Provisions Clause in Contracts

Accounting Provisions. Delta shall retain all revenues (including, without limitation, passenger, cargo, mail, food, beverage and duty-free services or any other revenue including, without limitation, any guaranteed or incentive payments from airport, local or municipal authorities in connection with scheduling flights to such airport or locality, Essential Air Service subsidies or any federal funds payments) in connection with the operation of the Delta Connection Flights. Operator shall promptly remit to Delta all monies with respect to all airline ticket sales, on-board sales, baggage charges, passenger charges, cargo sales and all other revenue collected by Operator or any agent or employee of Operator in connection with the operation of the Aircraft (including credit card transactions). On each of the 7th, 14th, 21st and 28th day of each month (or if not a business day, on the following business day) after operation of the initial Delta Connection Flight, Delta will advance to Operator twenty-five percent (25%) of the estimated monthly Direct Costs (excluding Aircraft Sublease Expense that is deducted herefrom in payment of Rent pursuant to the terms of the Aircraft Subleases) (the “Base Compensation”). Such payment shall be made via wire transfer or through the Airline Clearing House (the “Clearing House”), in Delta’s discretion (but in any event on the dates set forth above) or, if any such payment from Delta is not paid on such dates, then in Operator’s discretion. In computing the amount of the advance, Delta will use the projected fuel costs, and the estimated number of weekly revenue block hours, departures and passengers. The reimbursement of Aircraft Sublease Expense in respect of each Aircraft shall be due and payable each month on the date that Rent in respect of such Aircraft under the respective Aircraft Sublease is due and payable. Within thirty (30) days following the end of each month, Delta and Operator will reconcile the actual Direct Costs (excluding Aircraft Sublease Expense that is deducted herefrom in payment of Rent pursuant to the terms of the Aircraft Subleases) incurred by Operator for the Base Compensation, the final operating results (including actual performance in the Performance Categories) of, and actual revenue block hours flown by, Operator with the estimated payments made pursuant to the previous paragraph. Within five (5) business days of completing such reconciliation, Delta or Operator, as the case may be, shall pay, via wire transfer or the Clearing House in Delta’s discretion, to an account designated by the other party, monies equal to the reconciled amount. If certain actual costs are not known by the end of such thirty-day period, Operator shall provide Delta with a good faith estimate of such unknown costs and such estimated amount shall be included in the initial thirty-day reconciliation. As soon as commercially reasonable, such estimated amounts shall be reconciled with the actual costs for such expenses, and Delta or Operator, as the case may be, shall pay, via wire transfer or the Clearing House in Delta’s discretion, to an account designated by the other party, monies equal to the reconciled amount. Notwithstanding anything herein to the contrary, in the event Operator is unable to operate any of the Aircraft, or any of the Delta Connection Flights, for any reason other than as a result of weather, fire, war, terrorism, other act of hostilities, an industry-wide ATC action, an industry-wide directive by the FAA, TSA or other governmental agency or act of God, Delta shall not be obligated to pay Operator any portion of the Base Compensation, incentive compensation, or any other amounts, in connection with such non-operated Aircraft and Delta Connection Flights. If the non-operated Aircraft or Delta Connection Flight is caused by weather, fire, war, terrorism, other act of hostilities, an industry-wide ATC action, an industry-wide directive by the FAA, TSA or other governmental agency or act of God, Delta shall nevertheless be obligated to pay to Operator the Base Rate Costs for Flight Ops, In Flight, Line Maintenance Salary and Line Maintenance Benefits (as set forth on Exhibit B) associated with flights awarded to pilots of Operator in response to Operator’s standard crew bid procedures and actual Pass Through Costs incurred by Operator with respect to such Delta Connection Flights previously scheduled by Delta but not operated by Operator during the period that Operator is unable to operate such Aircraft or scheduled Delta Connection Flights.

Accounting Provisions. Delta shall retain all revenues (including, without limitation, passenger, cargo, mail, food, beverage and duty-free services or any other revenue including, without limitation, any guaranteed or incentive payments from airport, local or municipal authorities in connection with scheduling flights to such airport or locality, Essential Air Service subsidies locality or any federal funds payments) in connection with the operation of the Delta Connection Flights. Operator shall promptly remit to Delta all monies with respect to all airline ticket sales, on-board sales, baggage charges, passenger charges, cargo sales and all other revenue collected by Operator SKYW or any agent or employee of Operator SKYW in connection with the operation of the Aircraft (including credit card transactions). On each of the 7th, 14th, 21st and 28th [***] day of each month (or if not a business day, on the following business day) after operation of the initial Delta Connection Flight, Delta will advance to Operator twenty-five percent (25%) SKYW via wire transfer [***] of the estimated monthly Direct Costs and Block Hour Payment (excluding Aircraft Sublease Expense that is deducted herefrom in payment of Rent pursuant to the terms of the Aircraft Subleases) (the each, a “Base CompensationProvisioning Payment”). Such payment SKYW shall be made via wire transfer or through the Airline Clearing House (the “Clearing House”), in Delta’s discretion (but in any event on the dates set forth above) or, if any such payment from Delta is not paid on such dates, then in Operator’s discretion. In computing calculate the amount of the advance, Delta will use the using projected fuel costs, and the estimated number of weekly revenue block hours, departures and passengerspassengers based on the most recent Delta schedule for the Delta Connection Flights and assuming SKYW’s actual completion rate will be equal to [***], and SKYW shall submit a written invoice (together with the estimates and calculation referenced in the prior sentence) to Delta no later than the [***] day of the preceding month (or if not a business day, on the following business day). The reimbursement of Aircraft Sublease Expense in respect of each Aircraft Delta shall be entitled to review and verify SKYW’s invoice and accompanying estimates and calculations prior to making any advance payment pursuant to this paragraph; provided, however, any such review or payment by Delta shall not be deemed as Delta’s final approval of SKYW’s invoice and accompanying estimates and calculations, and such information shall still be subject to potential audit and reconciliation pursuant to this Article 3; provided, further, Delta’s review of any invoice and accompanying estimates and calculations shall not extend beyond the due and payable each date of the first payment for the month on the date that Rent at issue. Nothing in respect this Agreement shall relieve Delta or Operator of such Aircraft any of their respective obligations under the respective Aircraft Sublease is due and payableOriginal Delta Connection Agreement arising prior to the Effective Date. [***] Within thirty (30) [***] days following the end of each monthmonth and upon the termination of this Agreement, Delta and Operator SKYW will reconcile the actual Direct Costs (excluding Aircraft Sublease Expense that is deducted herefrom in payment of Rent pursuant to the terms of the Aircraft Subleases) incurred and Block Hour Payment earned by Operator SKYW for the Base Compensation, Delta Connection Flights and the final operating results (including actual performance in the Performance Categories) of, and actual revenue block hours flown by, Operator SKYW with the estimated payments Provisioning Payments made pursuant as described above and submit a final written invoice (together with the relevant data with respect to the previous actual Base Rate Costs and Block Hour Payment earned and final actual operating results) to Delta; provided, however, that for the month of the Term that includes the Effective Date, such reconciliation shall include the reconciliation of amounts paid as described in the immediately preceding paragraph. Within five (5) [***] business days of completing receipt of such reconciliationinvoice, Delta or Operator, as the case may be, shall pay, via wire transfer or the Clearing House in Delta’s discretion, to an account designated by the other party, monies equal to the reconciled amount. If certain actual costs are not known by the end of will review and verify such thirty-day period, Operator shall provide Delta with a good faith estimate of such unknown costs final invoice and such estimated amount shall be included in the initial thirty-day reconciliation. As soon as commercially reasonable, such estimated amounts shall be reconciled with the actual costs for such expensesdata, and Delta or Operator, as the case may be, shall pay, via wire transfer or the Clearing House in Delta’s discretiontransfer, to an account designated by the other party, monies equal to the agreed to reconciled amount. Delta shall be entitled to review and verify SKYW’s final written invoice (together with the relevant data with respect to the actual Base Rate Costs and Block Hour Payment earned and final actual operating results); provided, however, any such review or payment shall still be subject to potential audit and reconciliation pursuant to this Article 3. With respect to a reconciliation upon a termination of this Agreement that is not effective at the end of a calendar year, Direct Costs which are paid on an annual basis shall be allocated on a pro rata basis assuming a 365 day calendar year. Further, with respect to Pass Through Costs associated with engine maintenance and overhauls, upon termination of this Agreement, such Pass Through Costs shall be calculated by multiplying the number of engine block hours flown since the last engine overhaul by an engine block hour rate reasonably determined, in good faith, by the parties. Upon such calculation, Delta shall, at its sole option, either (i) pay such calculated amount to SKYW as part of the final reconciliation, (ii) perform (or have a third party perform) the requisite engine maintenance or overhauls or (iii) a combination of (i) and (ii). Notwithstanding anything herein to the contrary, in the event Operator if SKYW is unable to operate any of the Aircraft, or any of the Delta Connection Flights, for due to a strike, labor dispute, work stoppage or similar event or any reason other than as a result event; provided in each such case that such event is substantially within the control of, or caused by, some action or inaction of weather, fire, war, terrorism, other act SKYW or an affiliate of hostilities, an industry-wide ATC action, an industry-wide directive by SKYW or relates to the FAA, TSA or other governmental agency or act of GodAircraft, Delta shall not be obligated to pay Operator SKYW any portion of the Base CompensationDirect Costs, incentive compensationBlock Hour Payment, or any other amounts, in connection with such non-operated Aircraft and Delta Connection Flights. However, if SKYW is unable to operate any of the Aircraft, or any of the Delta Connection Flights, due to a strike, labor dispute, work stoppage, or similar event or any other event, that is substantially within the control of, or caused by, some action or inaction of Delta or an affiliate of Delta, Delta shall be obligated to pay SKYW Direct Costs and Block Hour Payments based on the Minimum Utilization Average. If SKYW is unable to operate any of the Aircraft, or any of the Delta Connection Flights, due to an event that is not substantially within the control of, or caused by, some action or inaction of either SKYW or Delta, Delta shall be obligated to pay SKYW’s Fixed Costs on Exhibit B attached hereto, as well as crew costs (provided SKYW shall use best efforts to mitigate and minimize such crew costs in a commercially reasonable manner), Aircraft Rent/Ownership Costs, hull insurance, property taxes and heavy inspection costs for maintenance already in process prior to any such event, but not any other variable costs or Block Hour Payment with respect to such non-operated Aircraft or Delta Connection Flight is caused by weather, fire, war, terrorism, other act of hostilities, an industry-wide ATC action, an industry-wide directive by the FAA, TSA or other governmental agency or act of God, Delta shall nevertheless be obligated to pay to Operator the Base Rate Costs for Flight Ops, In Flight, Line Maintenance Salary and Line Maintenance Benefits (as set forth on Exhibit B) associated with flights awarded to pilots of Operator in response to Operator’s standard crew bid procedures and actual Pass Through Costs incurred by Operator with respect to such Delta Connection Flights previously scheduled by Delta but not operated by Operator during the period that Operator SKYW is unable to operate such Aircraft or scheduled the Delta Connection Flights.

Accounting Provisions. Delta shall retain all revenues (including, without limitation, passenger, cargo, mail, food, beverage and duty-free services or any other revenue including, without limitation, any guaranteed or incentive payments from airport, local or municipal authorities in connection with scheduling flights to such airport or locality, Essential Air Service subsidies locality or any federal funds payments) in connection with the operation of the Delta Connection Flights. Operator shall promptly remit to Delta all monies with respect to all airline ticket sales, on-board sales, baggage charges, passenger charges, cargo sales and all other revenue collected by Operator ASA or any agent or employee of Operator ASA in connection with the operation of the Aircraft (including credit card transactions). On each of the 7th, 14th, 21st and 28th [***] day of each month (or if not a business day, on the following business day) after operation of the initial Delta Connection Flight, Delta will advance to Operator twenty-five percent (25%) ASA via wire transfer [***] of the estimated monthly Direct Costs Base Compensation and Base Xxxx-up (excluding Aircraft Sublease Expense that is deducted herefrom in payment of Rent pursuant to the terms of the Aircraft Subleases) (the each, a “Base CompensationProvisioning Payment”). Such payment ASA shall be made via wire transfer or through the Airline Clearing House (the “Clearing House”), in Delta’s discretion (but in any event on the dates set forth above) or, if any such payment from Delta is not paid on such dates, then in Operator’s discretion. In computing calculate the amount of the advance, Delta will use the using projected fuel costs, and the estimated number of weekly revenue block hours, departures and passengerspassengers based on the most recent Delta schedule for the Delta Connection Flights and assuming ASA’s actual completion rate will be equal to ASA’s actual completion rate for the same period in the previous calendar year for such estimated departures, and ASA shall submit a written invoice (together with the estimates and calculation referenced in the prior sentence) to Delta no later than the [***] day of the preceding month (or if not a business day, on the following business day). The reimbursement of Aircraft Sublease Expense in respect of each Aircraft Delta shall be entitled to review and verify ASA’s invoice and accompanying estimates and calculations prior to making any advance payment pursuant to this paragraph; provided, however, any such review or payment by Delta shall not be deemed as Delta’s final approval of ASA’s invoice and accompanying estimates and calculations, and such information shall still be subject to potential audit and reconciliation pursuant to this Article 3; provided, further, Delta’s review of any invoice and accompanying estimates and calculations shall not extend beyond the due and payable each date of the first payment for the month on the date that Rent at issue. Nothing in respect this Agreement shall relieve Delta or Operator of such Aircraft any of their respective obligations under the respective Aircraft Sublease is due Original Delta Connection Agreement arising prior to the Effective Date. . In connection with the reconciliation described below for the first month of the Term, the parties shall also conduct and payableinclude a final reconciliation of Operator’s actual performances with prior provisioning payments received from Delta under and pursuant to the Original Delta Connection Agreement. Within thirty (30) days following the end of each monthmonth and upon the termination of this Agreement, Delta and Operator ASA will reconcile the actual Direct Costs (excluding Aircraft Sublease Expense that is deducted herefrom in payment of Rent pursuant to the terms of the Aircraft Subleases) incurred Base Compensation and Base Xxxx-up earned by Operator ASA for the Base Compensation, Delta Connection Flights and the final operating results (including actual performance in the Performance Categories) of, and actual revenue block hours flown by, Operator ASA with the estimated payments Provisioning Payments made pursuant as described above and submit a final written invoice (together with the relevant data with respect to the previous actual Base Compensation and Base Xxxx-up earned and final actual operating results) to Delta; provided, however, that for the month of the Term that includes the Effective Date, such reconciliation shall also include the reconciliation of amounts paid as described in the immediately preceding paragraph. Within five ten (510) business days of completing receipt of such reconciliationinvoice, Delta or Operator, as the case may be, shall pay, via wire transfer or the Clearing House in Delta’s discretion, to an account designated by the other party, monies equal to the reconciled amount. If certain actual costs are not known by the end of will review and verify such thirty-day period, Operator shall provide Delta with a good faith estimate of such unknown costs final invoice and such estimated amount shall be included in the initial thirty-day reconciliation. As soon as commercially reasonable, such estimated amounts shall be reconciled with the actual costs for such expensesdata, and Delta or Operator, as the case may be, shall pay, via wire transfer or the Clearing House in Delta’s discretiontransfer, to an account designated by the other party, monies equal to the agreed to reconciled amount. Delta shall be entitled to review and verify ASA’s final written invoice (together with the relevant data with respect to the actual Base Compensation and Base Xxxx-up earned and final actual operating results); provided, however, any such review or payment shall still be subject to potential audit and reconciliation pursuant to this Article 3. Further, within ten (10) business days of receipt by Delta of the foregoing described invoice, Delta shall pay, via wire transfer, the Monthly Incentive Compensation, if any, for the month of such invoice. Payment of the Quarterly Incentive Compensation, if any, shall be made at the time the Monthly Incentive Compensation for March, June, September and December are due, as the case may be. With respect to a reconciliation upon a termination of this Agreement that is not effective at the end of a calendar year, Direct Costs which are paid on an annual basis shall be allocated on a pro rata basis assuming a 365 day calendar year. Further, with respect to Pass Through Costs associated with engine maintenance and overhauls, upon termination of this Agreement, such Pass Through Costs shall be calculated by multiplying the number of engine block hours flown since the last engine overhaul by an engine block hour rate reasonably determined, in good faith, by the parties. Upon such calculation, Delta shall, at its sole option, either (i) pay such calculated amount to ASA as part of the final reconciliation, (ii) perform (or have a third party perform) the requisite engine maintenance or overhauls or (iii) a combination of (i) and (ii). Notwithstanding anything herein to the contrary, in the event Operator if ASA is unable to operate any of the Aircraft, or any of the Delta Connection Flights, for due to a strike, labor dispute, work stoppage or similar event or any reason other than as a result event, provided in each such case that such event is substantially within the control of, or caused by, some action or inaction of weather, fire, war, terrorism, other act ASA or an affiliate of hostilities, an industry-wide ATC action, an industry-wide directive by ASA or relates to the FAA, TSA or other governmental agency or act of GodAircraft, Delta shall not be obligated to pay Operator ASA any portion of the Base Compensation, incentive compensationXxxx-up, or any other amounts, in connection with such non-operated Aircraft and Delta Connection Flights. However, if ASA is unable to operate any of the Aircraft, or any of the Delta Connection Flights, due to a strike, labor dispute, work stoppage, or similar event or any other event, that is substantially within the control of, or caused by, some action or inaction of Delta or an affiliate of Delta, Delta shall be obligated to pay ASA Base Compensation based on the Minimum Utilization Average, and ASA’s eligibility for any Monthly Incentive Compensation or Quarterly Incentive Compensation shall be calculated without regard to any cancellations, delays or complaints caused by or relating to such events. If ASA is unable to operate any of the Aircraft, or any of the Delta Connection Flights, due to an event that is not substantially within the control of, or caused by, some action or inaction of either ASA or Delta, Delta shall be obligated to pay ASA’s Fixed Costs on Exhibit B attached hereto, as well as crew costs (provided ASA shall use best efforts to mitigate and minimize such crew costs in a commercially reasonable manner), Aircraft Rent/Ownership Costs, hull insurance, property taxes and heavy inspection costs for maintenance already in process prior to any such event, but not any other variable costs, Base Xxxx-Up or Incentive Compensation, with respect to such non-operated Aircraft or Delta Connection Flight is caused by weather, fire, war, terrorism, other act of hostilities, an industry-wide ATC action, an industry-wide directive by the FAA, TSA or other governmental agency or act of God, Delta shall nevertheless be obligated to pay to Operator the Base Rate Costs for Flight Ops, In Flight, Line Maintenance Salary and Line Maintenance Benefits (as set forth on Exhibit B) associated with flights awarded to pilots of Operator in response to Operator’s standard crew bid procedures and actual Pass Through Costs incurred by Operator with respect to such Delta Connection Flights previously scheduled by Delta but not operated by Operator during the period that Operator ASA is unable to operate such Aircraft or scheduled the Delta Connection Flights. For purposes of this paragraph, all Disproportionate ATL Cancellations shall assume to have been operated by ASA.

Accounting Provisions. Delta shall retain all revenues (including, without limitation, passenger, cargo, mail, food, beverage and duty-free services or any other revenue including, without limitation, any guaranteed or incentive payments from airport, local or municipal authorities in connection with scheduling flights to such airport or locality, Essential Air Service subsidies locality or any federal funds payments) in connection with the operation of the Delta Connection Flights. Operator shall promptly remit to Delta all monies with respect to all airline ticket sales, on-board sales, baggage charges, passenger charges, cargo sales and all other revenue collected by Operator SKYW or any agent or employee of Operator SKYW in connection with the operation of the Aircraft (including credit card transactions). On each of the 7th, 14th, 21st and 28th [***] day of each month (or if not a business day, on the following business day) after operation of the initial Delta Connection Flight, Delta will advance to Operator twenty-five percent (25%) SKYW via wire transfer [***] of the estimated monthly Direct Costs and Block Hour Payment (excluding Aircraft Sublease Expense that is deducted herefrom in payment of Rent pursuant to the terms of the Aircraft Subleases) (the each, a “Base CompensationProvisioning Payment”). Such payment SKYW shall be made via wire transfer or through the Airline Clearing House (the “Clearing House”), in Delta’s discretion (but in any event on the dates set forth above) or, if any such payment from Delta is not paid on such dates, then in Operator’s discretion. In computing calculate the amount of the advance, Delta will use the using projected fuel costs, and the estimated number of weekly revenue block hours, departures and passengerspassengers based on the most recent Delta schedule for the Delta Connection Flights and assuming SKYW’s actual completion rate will be equal to [***], and SKYW shall submit a written invoice (together with the estimates and calculation referenced in the prior sentence) to Delta no later than the [***] day of the preceding month (or if not a business day, on the following business day). The reimbursement of Aircraft Sublease Expense in respect of each Aircraft Delta shall be entitled to review and verify SKYW’s invoice and accompanying estimates and calculations prior to making any advance payment pursuant to this paragraph; provided, however, any such review or payment by Delta shall not be deemed as Delta’s final approval of SKYW’s invoice and accompanying estimates and calculations, and such information shall still be subject to potential audit and reconciliation pursuant to this Article 3; provided, further, Delta’s review of any invoice and accompanying estimates and calculations shall not extend beyond the due and payable each date of the first payment for the month on the date that Rent at issue. Nothing in respect this Agreement shall relieve Delta or Operator of such Aircraft any of their respective obligations under the respective Aircraft Sublease is due and payableOriginal Delta Connection Agreement arising prior to the Effective Date. [***] Within thirty (30) [***] days following the end of each monthmonth and upon the termination of this Agreement, Delta and Operator SKYW will reconcile the actual Direct Costs (excluding Aircraft Sublease Expense that is deducted herefrom in payment of Rent pursuant to the terms of the Aircraft Subleases) incurred and Block Hour Payment earned by Operator SKYW for the Base Compensation, Delta Connection Flights and the final operating results (including actual performance in the Performance Categories) of, and actual revenue block hours flown by, Operator SKYW with the estimated payments Provisioning Payments made pursuant as described above and submit a final written invoice (together with the relevant data with respect to the previous actual Base Rate Costs and Block Hour Payment earned and final actual operating results) to Delta; provided, however, that for the month of the Term that includes the Effective Date, such reconciliation shall include the reconciliation of amounts paid as described in the immediately preceding paragraph. Within five (5) [***] business days of completing receipt of such reconciliationinvoice, Delta or Operator, as the case may be, shall pay, via wire transfer or the Clearing House in Delta’s discretion, to an account designated by the other party, monies equal to the reconciled amount. If certain actual costs are not known by the end of will review and verify such thirty-day period, Operator shall provide Delta with a good faith estimate of such unknown costs final invoice and such estimated amount shall be included in the initial thirty-day reconciliation. As soon as commercially reasonable, such estimated amounts shall be reconciled with the actual costs for such expensesdata, and Delta or Operator, as the case may be, shall pay, via wire transfer or the Clearing House in Delta’s discretiontransfer, to an account designated by the other party, monies equal to the agreed to reconciled amount. Delta shall be entitled to review and verify SKYW’s final written invoice (together with the relevant data with respect to the actual Base Rate Costs and Block Hour Payment earned and final actual operating results); provided, however, any such review or payment shall still be subject to potential audit and reconciliation pursuant to this Article 3. With respect to a reconciliation upon a termination of this Agreement that is not effective at the end of a calendar year, Direct Costs which are paid on an annual basis shall be allocated on a pro rata basis assuming a [***] day calendar year. Further, with respect to Pass Through Costs associated with engine maintenance and overhauls, upon termination of this Agreement, such Pass Through Costs shall be calculated by multiplying the number of engine block hours flown since the last engine overhaul by an engine block hour rate reasonably determined, in good faith, by the parties. Upon such calculation, Delta shall, at its sole option, either (i) pay such calculated amount to SKYW as part of the final reconciliation, (ii) perform (or have a third party perform) the requisite engine maintenance or overhauls or (iii) a combination of (i) and (ii). Notwithstanding anything herein to the contrary, in the event Operator if SKYW is unable to operate any of the Aircraft, or any of the Delta Connection Flights, for due to a strike, labor dispute, work stoppage or similar event or any reason other than as a result event; provided in each such case that such event is substantially within the control of, or caused by, some action or inaction of weather, fire, war, terrorism, other act SKYW or an affiliate of hostilities, an industry-wide ATC action, an industry-wide directive by SKYW or relates to the FAA, TSA or other governmental agency or act of GodAircraft, Delta shall not be obligated to pay Operator SKYW any portion of the Base CompensationDirect Costs, incentive compensationBlock Hour Payment, or any other amounts, in connection with such non-operated Aircraft and Delta Connection Flights. However, if SKYW is unable to operate any of the Aircraft, or any of the Delta Connection Flights, due to a strike, labor dispute, work stoppage, or similar event or any other event, that is substantially within the control of, or caused by, some action or inaction of Delta or an affiliate of Delta, Delta shall be obligated to pay SKYW Direct Costs and Block Hour Payments based on the Minimum Utilization Average. If SKYW is unable to operate any of the Aircraft, or any of the Delta Connection Flights, due to an event that is not substantially within the control of, or caused by, some action or inaction of either SKYW or Delta, Delta shall be obligated to pay SKYW’s Fixed Costs on Exhibit B attached hereto, as well as crew costs (provided SKYW shall use best efforts to mitigate and minimize such crew costs in a commercially reasonable manner), Aircraft Rent/Ownership Costs, hull insurance, property taxes and heavy inspection costs for maintenance already in process prior to any such event, but not any other variable costs or Block Hour Payment with respect to such non-operated Aircraft or Delta Connection Flight is caused by weather, fire, war, terrorism, other act of hostilities, an industry-wide ATC action, an industry-wide directive by the FAA, TSA or other governmental agency or act of God, Delta shall nevertheless be obligated to pay to Operator the Base Rate Costs for Flight Ops, In Flight, Line Maintenance Salary and Line Maintenance Benefits (as set forth on Exhibit B) associated with flights awarded to pilots of Operator in response to Operator’s standard crew bid procedures and actual Pass Through Costs incurred by Operator with respect to such Delta Connection Flights previously scheduled by Delta but not operated by Operator during the period that Operator SKYW is unable to operate such Aircraft or scheduled the Delta Connection Flights.

Accounting Provisions. Delta shall retain all revenues (including, without limitation, passenger, cargo, mail, food, beverage and duty-free services or any other revenue including, without limitation, any guaranteed or incentive payments from airport, local or municipal authorities in connection with scheduling flights to such airport or locality, Essential Air Service subsidies locality or any federal funds payments) in connection with the operation of the Delta Connection Flights. Operator shall promptly remit to Delta all monies with respect to all airline ticket sales, on-board sales, baggage charges, passenger charges, cargo sales and all other revenue collected by Operator ASA or any agent or employee of Operator ASA in connection with the operation of the Aircraft (including credit card transactions). On each of the 7th, 14th, 21st and 28th [***] day of each month (or if not a business day, on the following business day) after operation of the initial Delta Connection Flight, Delta will advance to Operator twenty-five percent (25%) ASA via wire transfer [***] of the estimated monthly Direct Costs Base Compensation and Base Xxxx-up (excluding Aircraft Sublease Expense that is deducted herefrom in payment of Rent pursuant to the terms of the Aircraft Subleases) (the each, a “Base CompensationProvisioning Payment”). Such payment ASA shall be made via wire transfer or through the Airline Clearing House (the “Clearing House”), in Delta’s discretion (but in any event on the dates set forth above) or, if any such payment from Delta is not paid on such dates, then in Operator’s discretion. In computing calculate the amount of the advance, Delta will use the using projected fuel costs, and the estimated number of weekly revenue block hours, departures and passengerspassengers based on the most recent Delta schedule for the Delta Connection Flights and assuming ASA’s actual completion rate will be equal to ASA’s actual completion rate for the same period in the previous calendar year for such estimated departures, and ASA shall submit a written invoice (together with the estimates and calculation referenced in the prior sentence) to Delta no later than the [***] day of the preceding month (or if not a business day, on the following business day). The reimbursement of Aircraft Sublease Expense in respect of each Aircraft Delta shall be entitled to review and verify ASA’s invoice and accompanying estimates and calculations prior to making any advance payment pursuant to this paragraph; provided, however, any such review or payment by Delta shall not be deemed as Delta’s final approval of ASA’s invoice and accompanying estimates and calculations, and such information shall still be subject to potential audit and reconciliation pursuant to this Article 3; provided, further, Delta’s review of any invoice and accompanying estimates and calculations shall not extend beyond the due and payable each date of the first payment for the month on the date that Rent at issue. Nothing in respect this Agreement shall relieve Delta or Operator of such Aircraft any of their respective obligations under the respective Aircraft Sublease is due Original Delta Connection Agreement arising prior to the Effective Date. . In connection with the reconciliation described below for the first month of the Term, the parties shall also conduct and payableinclude a final reconciliation of Operator’s actual performances with prior provisioning payments received from Delta under and pursuant to the Original Delta Connection Agreement. Within thirty (30) [***] days following the end of each monthmonth and upon the termination of this Agreement, Delta and Operator ASA will reconcile the actual Direct Costs (excluding Aircraft Sublease Expense that is deducted herefrom in payment of Rent pursuant to the terms of the Aircraft Subleases) incurred Base Compensation and Base Xxxx-up earned by Operator ASA for the Base Compensation, Delta Connection Flights and the final operating results (including actual performance in the Performance Categories) of, and actual revenue block hours flown by, Operator ASA with the estimated payments Provisioning Payments made pursuant as described above and submit a final written invoice (together with the relevant data with respect to the previous actual Base Compensation and Base Xxxx-up earned and final actual operating results) to Delta; provided, however, that for the month of the Term that includes the Effective Date, such reconciliation shall also include the reconciliation of amounts paid as described in the immediately preceding paragraph. Within five (5) [***] business days of completing receipt of such reconciliationinvoice, Delta or Operator, as the case may be, shall pay, via wire transfer or the Clearing House in Delta’s discretion, to an account designated by the other party, monies equal to the reconciled amount. If certain actual costs are not known by the end of will review and verify such thirty-day period, Operator shall provide Delta with a good faith estimate of such unknown costs final invoice and such estimated amount shall be included in the initial thirty-day reconciliation. As soon as commercially reasonable, such estimated amounts shall be reconciled with the actual costs for such expensesdata, and Delta or Operator, as the case may be, shall pay, via wire transfer or the Clearing House in Delta’s discretiontransfer, to an account designated by the other party, monies equal to the agreed to reconciled amount. Delta shall be entitled to review and verify ASA’s final written invoice (together with the relevant data with respect to the actual Base Compensation and Base Xxxx-up earned and final actual operating results); provided, however, any such review or payment shall still be subject to potential audit and reconciliation pursuant to this Article 3. Further, within [***] business days of receipt by Delta of the foregoing described invoice, Delta shall pay, via wire transfer, the Monthly Incentive Compensation, if any, for the month of such invoice. Payment of the Quarterly Incentive Compensation, if any, shall be made at the time the Monthly Incentive Compensation for March, June, September and December are due, as the case may be. With respect to a reconciliation upon a termination of this Agreement that is not effective at the end of a calendar year, Direct Costs which are paid on an annual basis shall be allocated on a pro rata basis assuming a [***] day calendar year. Further, with respect to Pass Through Costs associated with engine maintenance and overhauls, upon termination of this Agreement, such Pass Through Costs shall be calculated by multiplying the number of engine block hours flown since the last engine overhaul by an engine block hour rate reasonably determined, in good faith, by the parties. Upon such calculation, Delta shall, at its sole option, either (i) pay such calculated amount to ASA as part of the final reconciliation, (ii) perform (or have a third party perform) the requisite engine maintenance or overhauls or (iii) a combination of (i) and (ii). Notwithstanding anything herein to the contrary, in the event Operator if ASA is unable to operate any of the Aircraft, or any of the Delta Connection Flights, for due to a strike, labor dispute, work stoppage or similar event or any reason other than as a result event, provided in each such case that such event is substantially within the control of, or caused by, some action or inaction of weather, fire, war, terrorism, other act ASA or an affiliate of hostilities, an industry-wide ATC action, an industry-wide directive by ASA or relates to the FAA, TSA or other governmental agency or act of GodAircraft, Delta shall not be obligated to pay Operator ASA any portion of the Base Compensation, incentive compensationXxxx-up, or any other amounts, in connection with such non-operated Aircraft and Delta Connection Flights. However, if ASA is unable to operate any of the Aircraft, or any of the Delta Connection Flights, due to a strike, labor dispute, work stoppage, or similar event or any other event, that is substantially within the control of, or caused by, some action or inaction of Delta or an affiliate of Delta, Delta shall be obligated to pay ASA Base Compensation based on the Minimum Utilization Average, and ASA’s eligibility for any Monthly Incentive Compensation or Quarterly Incentive Compensation shall be calculated without regard to any cancellations, delays or complaints caused by or relating to such events. If ASA is unable to operate any of the Aircraft, or any of the Delta Connection Flights, due to an event that is not substantially within the control of, or caused by, some action or inaction of either ASA or Delta, Delta shall be obligated to pay ASA’s Fixed Costs on Exhibit B attached hereto, as well as crew costs (provided ASA shall use best efforts to mitigate and minimize such crew costs in a commercially reasonable manner), Aircraft Rent/Ownership Costs, hull insurance, property taxes and heavy inspection costs for maintenance already in process prior to any such event, but not any other variable costs, Base Xxxx-Up or Incentive Compensation, with respect to such non-operated Aircraft or Delta Connection Flight is caused by weather, fire, war, terrorism, other act of hostilities, an industry-wide ATC action, an industry-wide directive by the FAA, TSA or other governmental agency or act of God, Delta shall nevertheless be obligated to pay to Operator the Base Rate Costs for Flight Ops, In Flight, Line Maintenance Salary and Line Maintenance Benefits (as set forth on Exhibit B) associated with flights awarded to pilots of Operator in response to Operator’s standard crew bid procedures and actual Pass Through Costs incurred by Operator with respect to such Delta Connection Flights previously scheduled by Delta but not operated by Operator during the period that Operator ASA is unable to operate such Aircraft or scheduled the Delta Connection Flights. For purposes of this paragraph, all Disproportionate ATL Cancellations shall assume to have been operated by ASA.

Accounting Provisions. Delta shall retain all revenues (including, without limitation, passenger, cargo, mail, food, beverage and duty-free services mail or any other revenue includingrevenue, including without limitation, any guaranteed or incentive payments from airport, local or municipal authorities in connection with scheduling flights to such airport or locality, Essential Air Service subsidies or any federal funds payments) in connection with the operation of the Delta Connection Flights. Operator shall promptly remit forward to Delta all monies with respect to all airline ticket sales, on-board sales, baggage charges, passenger charges, cargo sales and all other revenue collected by Operator or any agent or employee of Operator in connection with the operation of the Aircraft (including credit card transactions). On each of the 7th5th, 14th10th, 21st 15th and 28th 20th day of each month (or if not a business day, on the following business day) after operation of the initial Delta Connection Flight, Delta will advance to Operator Chautauqua twenty-five percent (25%) of the estimated monthly Direct Costs and Xxxx-Up (excluding Aircraft Sublease Expense that is deducted herefrom in payment of Rent pursuant to collectively, the terms of the Aircraft Subleases) (the “"Base Compensation”"). Such payment shall be made via wire transfer or through the Airline Clearing House (the “Clearing House”), in Delta’s discretion (but in any event on the dates set forth above) or, if any such payment from Delta is not paid on such dates, then in Operator’s discretion. In computing the amount of the advance, Delta will use the projected fuel costs, and Delta will estimate the estimated anticipated number of weekly revenue block hours, departures and passengers. The reimbursement of Aircraft Sublease Expense in respect of each Aircraft shall be due and payable each month hours based on the date that Rent in respect greater of such (i) the scheduled block hours of the Aircraft under and (ii) the respective Aircraft Sublease is due and payableMinimum Utilization Requirements. Within thirty Not later than twenty-five (3025) days following the end of each month, Delta and Operator will reconcile the actual Direct Costs (excluding Aircraft Sublease Expense that is deducted herefrom in payment of Rent pursuant to the terms of the Aircraft Subleases) costs incurred by Operator Chautauqua for the Base CompensationCompensation (subject to the Minimum Utilization Requirements), the final operating results (including actual performance in the Performance Categories) of, and actual revenue block hours flown by, Operator with the estimated payments made pursuant to the previous paragraph. The reconciliation will include a comparison of Chautauqua's actual completion rate for such month with the minimum completion rate required to achieve the Xxxx-Up pursuant to Section 3(A) hereof, any applicable Monthly Incentive Compensation based on Chautauqua's actual - 6 - ---------- *Confidential completion rate and on-time arrival rate for the applicable month, and in the event such month is the end of a Semi-Annual Incentive Compensation measuring period, will also include any applicable Semi-Annual Incentive Compensation that may be due based upon Operator's performance during such period. Within five two (52) business days of completing such reconciliation, Delta or Operator, as the case may be, shall pay, via wire transfer or the Clearing House in Delta’s discretion, to an account designated by the other party, monies equal to the reconciled amount. If certain actual costs are not known by the end of such thirty-day period, Operator shall provide Delta with a good faith estimate of such unknown costs and such estimated amount shall be included in the initial thirty-day reconciliation. As soon as commercially reasonable, such estimated amounts shall be reconciled with the actual costs for such expenses, and Delta or Operator, as the case may be, shall pay, via wire transfer or the Clearing House in Delta’s discretion, to an account designated by the other party, monies equal to the reconciled amount. Notwithstanding anything herein to the contrary, in the event Operator Chautauqua is unable to operate any of the Aircraft, or any of the Delta Connection Flights, for any reason other than as due to a result strike, labor dispute, work stoppage or similar event, provided in each such case that such event is substantially within the control of, or caused by, some action or inaction of weather, fire, war, terrorism, other act of hostilities, an industry-wide ATC action, an industry-wide directive by Operator or relates to the FAA, TSA or other governmental agency or act of GodAircraft, Delta shall not be obligated to pay Operator Chautauqua any portion of the Base Compensation, incentive compensation, or any other amounts, in connection with such non-operated Aircraft and Delta Connection Flights. If However, in the event Chautauqua is unable to operate any of the Aircraft, or any of the Delta Connection Flights, due to a strike, labor dispute, work stoppage, or similar event, that is substantially within the control of, or caused by, some action or inaction of Delta, Delta shall be obligated to pay Chautauqua Base Compensation based on the Minimum Utilization Requirements, and Chautauqua's eligibility for any Monthly Incentive Compensation or Semi-Annual Incentive Compensation shall be calculated without regard to any cancellations, delays or complaints caused by or relating to such events. In the event Chautauqua is unable to operate any of the Aircraft, or any of the Delta Connection Flights, due to an event that is not substantially within the control of, or caused by, some action or inaction of either Chautauqua or Delta, Delta shall be obligated to pay Chautauqua's fixed costs (i.e. labeled as "Per Scheduled Aircraft Per Day" and "Fixed Per Day" on EXHIBIT B attached hereto, as well as Aircraft Rent/Ownership Costs, Hull Insurance, Property Taxes and Heavy Inspection Costs for inspections already in process prior to any such event), but not any variable costs or Xxxx-Up, with respect to such non-operated Aircraft or Delta Connection Flight is caused by weather, fire, war, terrorism, other act of hostilities, an industry-wide ATC action, an industry-wide directive by the FAA, TSA or other governmental agency or act of God, Delta shall nevertheless be obligated to pay to Operator the Base Rate Costs for Flight Ops, In Flight, Line Maintenance Salary and Line Maintenance Benefits (as set forth on Exhibit B) associated with flights awarded to pilots of Operator in response to Operator’s standard crew bid procedures and actual Pass Through Costs incurred by Operator with respect to such Delta Connection Flights previously scheduled by Delta but not operated by Operator during the period that Operator Chautauqua is unable to operate such Aircraft or scheduled the Delta Connection Flights.