Excluded Taxes means any of the following Taxes imposed on or with
respect to the Noteholders or required to be withheld or deducted from a payment to a Noteholder, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as
a result of such Noteholder being organized under the laws of, or having its principal office in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes and (b) Taxes attributable
to the Noteholders failure to comply with Section 5.6(g).
FAA
means the Federal Aviation Administration.
FATCA means Sections 1471 through 1474 of the Code, as of the date of this
Note (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any agreements entered into pursuant to
Section 1471(b)(1) of the Code and any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement, treaty or convention among Governmental Authorities and implementing such Sections of the Code.
Finance Party means the Administrative Agent, the Collateral Agent or a Noteholder.
Financial Statements means the audited consolidated balance sheets and related statements of income and changes in equity
of Borrower as of December 31, 2022 and for the fiscal year then ended.
First Lien Collateral has the meaning set
forth in Section 2.
Foreign Noteholder means a Noteholder who is not a
U.S. Person.
GAAP means generally accepted accounting principles in the United States of America as in effect from
time to time.
Governmental Authority means the government of any nation or any political subdivision thereof, whether
at the national, state, territorial, provincial, municipal or any other level, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or
administrative powers or functions of, or pertaining to, government.
Guaranty Agreements means, collectively, the
Parent Guaranty Agreement and the Personal Guaranty Agreement.
Hazardous Materials means any pollutants, contaminants,
wastes, or other materials or substances that are regulated or for which liability or standards of conduct may be imposed under any Environmental Law, and shall include without limitation oil, petroleum, petroleum-derived substances, radiation and
radioactive materials, polychlorinated biphenyls, urea formaldehyde, perfluoroalkyl and polyfluoroalkyl substances, and asbestos or any materials containing asbestos.
Highest Lawful Rate means, with respect to each Noteholder, the maximum nonusurious interest rate, if any, that at any time
or from time to time may be contracted for, taken, reserved, charged or received on the Secured Obligations under Laws applicable to such Noteholder which are presently in effect or, to the extent allowed by Law, under such applicable Laws which may
hereafter be in effect and which allow a higher maximum nonusurious interest rate than applicable Laws allow as of the date hereof.
ANNEX A