Terms and Conditions of IATA Clearing House Associate … · 2019-02-01 · The Associate Member will be assig the Clened byring House aa alpha-numericn acounting code (example: B22)

Terms and Conditions of IATA Clearing House Associate Membership Associate with Aggregator and Affiliate(s) Option - IATA Strategic and Non-Strategic Partners

ICH Manual, Part A, Regulation 4 (e)

By written agreement between IATA and an Associate Member, such Associate Member may use the services of the Clearing House unless the applicant Associate Member is using the assets of a suspended Member, or of a former Member, whose membership in the Clearing House has been terminated, without having settled all amounts owing by such Member, or former Member, to the Clearing House, and subject to and in accordance with:

i. the terms of such agreement, which shall provide for the following matters, without limitation:

a) Application of specific Regulations to the Associate Member;b) Remittance of balances from the Clearing House to the Associate Member;c) Terms and conditions of the Associate Member’s use of the Clearing House;d) The Inter-clearance Agreement;e) Notification of items for Clearance through the Clearing House;f) Letters of instruction – or prior consent to be provided to the ICH if requestedg) Assignment of accounting codes;h) Fees payable to the Clearing House; andi) Restriction, suspension or termination of the Associate Member’s rights; and

ii. these Regulations,

and, unless otherwise specified in these Regulations or in any written agreement made between IATA and an Associate Member, such Associate Member shall have the rights and obligations of a Clearing House Member.

An Associate Member may choose to file and settle claims as an aggregator (the “Aggregator”) either directly or on behalf of any or all of its Subsidiaries, franchisees, or other affiliated entities distributing the same products or services and sharing the same trademark as the Aggregator, and that are also participating in the IATA Clearing House as Associate Members (the “Affiliates”).

Annual Membership Service Charges and Fees Service fees will be assessed against Associate Members using Aggregator Option as outlined in ICH Procedure 11(a)(iv).

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Checklist of requirements for IATA Clearing House Associate Membership Associate with Aggregator and Affiliate(s) Option - IATA Strategic Partners and Non Strategic Partners

Participation in Simplified Invoicing and Settlement (SIS) – both Associate and all Affiliates. Information available at: https://www.iata.org/services/finance/sis/Pages/suppliers.aspx Please provide: Signed ISUA Super User document

PART 1: IATA Clearing House Associate Member Agreement

PART 2: Company’s bank account detailsBanking instructions include the details with regards to bank name, bank branch, account number etc.

Two signatures are required for initial set up. Banking Signatories for this purpose are; a) Chief Financial Officer; andb) Company Secretary; orc) Chief Executive Officer; ord) General Counsel; ore) Board Member or senior officer mentioned by name and position in an official company

document such as an annual report.

PART 3: Contact information for your company

IATA Currency of Clearance and Settlement – Form attached

Company Status Proof is required that the Associate Member is a registered company and legitimate business that deals with ICH Members as follows: a) Notorised copy of current company registration details with certified English translation (where

appropriate), together with notorized list of registered owner(s) and percentage(s) of ownership.

Letter of Consent

Company’s most recent Audited Financial Report

Aggregator/Affiliate Form

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The IATA Clearing House no longer requires that Associates provide copies of this document to the ICH. Note however that prior consent for ICH billing and settlement must be received by the Associate from the party with which it intends to settle via the ICH. The Associate must be able to provide a copy of this written approval to the ICH should it be requested.

Standing Deposit - ICH Manual Regulation 41 (b)

As per IATA Clearing House Manual Regulation 41(b) – The IATA Clearing House requires that a standing deposit of USD5,000 be deposited to the IATA Clearing House Standing Deposit account. All relevant details regarding IATA Clearing House Standing Deposit account are as follows.

Please note that once the relevant ICH Membership documents have been received the ICH Membership Manager will dispatch an invoice concerning the Standing Deposit.

BARCLAYS BANK PLC 1 Churchill PlaceLONDON, Greater London E14 5HPUnited KingdomSWIFT Code: BARCGB22Sort Code: 200000

Bank Account No.: 69045011 IBAN: GB19 BARC 2000 0069 0450 11 Beneficiary: IATA CLEARING HOUSE VAT or GOVERNMENT TAX IDENTIFICATION NUMBER

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INTEGRATED SETTLEMENT - FEE INVOICING SCHEDULE

IATA CLEARING HOUSE ASSOCIATE MEMBER AGREEMENT

BY AND BETWEEN:

INTERNATIONAL AIR TRANSPORT ASSOCIATION, in corporated by special act of the Parliament of Canada, having its head office at 800 Place Victoria, Montreal, Province of Quebec, Canada H4 Z 1M1 (" IATA"), herein represented by Cedric Chretien, its Clearing House Manager,duly authorized as he so declares;

and

[COMPANY NAME ], a [COMPANY TYPE ]

existing under the laws of [COUNTRY ], having its head office at

[ADDRESS ] (the “Associate Member”), herein

represented by [NAME ], its [TITLE ],

with e-mail address [ ] duly authorized as he so declares;

WHEREAS IATA has established a clearing house for the clearance of accounts between air transport enterprises (the “Clearing House");

WHEREAS the operations of the Clearing House are regulated by the “IATA Clearing House Manual of Regulations and Procedures” a nd by all rules or directions issu ed pursuant there of, as amended from time to time (the “Regulations”), a copy of which the Associate Member hereby confirms it has received.

WHEREAS the Regulations provide that membership of the Clearing House is open to members of IATA and to certain other categories of air carrier and other related organizations that conduct business with air carriers and that may use the services of the Clearing House by special arrangement, subject to and in accordance with the terms of the Regulations and of such arrangement.

NOW THEREFORE IT IS HEREBY AGREED to allow the Associate Member access to the services of the Clearing House in accordance with and subject to the following terms and conditions:

1. Preamble

The preamble forms an integral part of the Agreement.

2. Membership

(1) The Associate Member hereby agrees to participate to the Clearing House servicesunder the category “Associate Member”, such membership being subject to payment of the applicable fees in effect for the use of the Clearing House services and to compliance with the Regulations and the terms and conditions of this Agreement.

(2) In applying t he Regulations to the Associate Member, any reference to membership in the Regulations shall be read as a reference to the Associate Member under Regulation 4(e) of the Regulations (including a reference to th e termin ation or suspension of that right) and all terms and conditions of m embership thereunder shall be applicable to the Associate Member, except as otherwise provided herein.

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3. Effective Date

This Agreement shall come into force on the last date of signature by the Associate Memberand by IATA.

4. Regulations

(1) Subject to Subsections 2 (2) an d 4(2) t o 4(3) bel ow and to the other provisions in thisAgreement, t he Regulations are binding on the Associate Mem ber and are deemed to constitute a contract between the Asso ciate Member and IATA an d such other Clearing House members conducting business with the Associate Member who have confirmed to the Clearing House in writing that they wish to settle through the Clearing House with the Associate Member.

(2) The Clearing House shall remit balances to the Associate Member only on settlement day for Associate Members as set forth in the Clearance Calendar, following receipt of remittance from the debtors by the Clearing House.

(3) IATA is entitled at any time by giving three (3) months' notice in writing to the Associate Member:

(a) to alter the terms and conditions of th e Associate Member's use of the Clearing House; or

(b) to require the Associate Member to execute any further contracts or documents relating to that use in any terms and by such date as IATA specifies; and

(c) the Associate Member or IATA may terminate this Agreement by written notice of three (3) months to the other party if the altered terms and conditions are unacceptable to the Associate Member or the Associate Member is not willing to execute any such further contracts or documents, as the case may be.

(4) The Associate Member recognizes that IATA cannot commit the members or associate members of the Airlines Clea ring House (“ACH”) to settlement of accounts with the Associate Member through the ACH/IATA Interclearance.

5. Restrictions on Use

The Associate Member shall not notify an item for clearance with another Member through theClearing House unl ess su ch Member h as previously given its consent in writing to do so,shall provide evidence of such consent upon request by the Member or the ClearingHouse.

The Associate Member expressly warrants that each payment that IATA is called upon to effectpursuant to the Letter of Instruction will be in conformity with all applicable laws, and agrees toindemnify and hold harmless IATA, its officers, employees, agents and servants from andagainst any and all claims, demands, damages and liability of any kind or nature whatsoeverwhich may result from any payments effected by virtue of this Letter of Consent.

6. Information

With respect to any Letter of Consent issued by a Member to IATA in favour of theAssociate Member, IATA and the Clearing House agree to inform the Associate Memberpromptly of any instruction to terminate the Letter of Consent received from any such Member.

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7. Accounting Code

The Associate Member will be assigned by the Clearing House an alpha-numeric acounting code (example: B22) to be used in clearance.

8. Fees The Associate Member shall pay the fees for the use of the Clearing House services in such

amounts and in accordance with such conditions as may be prescribed under the Regulations.

9. Termination

(1) IATA may, in addition to its right of termination under Section 4(3) of this Agreement, by notice to the Associate Member,

(a) terminate the Associate Member's rights under this Agreement; or (b) suspend those rights for as long as the notice specifies; or (c) restrict tho se rights or impose any reasonable requirement or reasonable

condition for their use; with effect from a date specified in the notice. (2) That date must fall at least six (6 ) months after the date on which then notice is served

unless IATA states that the notice i s served as a result of a breach by the Associate Member of this Agreement or of the Regulations.

(3) Nothing in this Agreement excludes or restricts any other right which IATA may have,

under the Regulations or otherwise, whether in respect of non-compliance by the Associate Member or any other matter.

(4) Neither IATA nor any of its officers shall incur any liability for any loss or expense which

the Associate Member may incur as a result of a notice under Subsection 9(1), nor shall it be necessary to specify reasons for serving such a notice unless it is to take effect earlier than six (6) months after its service.

(5) The Associate Member may terminate this Agreement by three (3 ) months written notice

to IATA.

10. Reservation of rights IATA reserves the right to permit other organizations to use the Clearing House services on any

terms. The Associate Member acknowledges and agrees that acceptance by IATA to effect a payment for a claim submitted agai nst a Member in accordance with the Reg ulations shall be subjectto IATA’s complete discretion to withhold such payment until it is satisfied that there are no outstanding amounts owing from such Member to the Clearing House.

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11. Associate Member's Rights Non-Transferable

The Associate Member shall not assign, transfer, charge, sub-contract or otherwise dispose of any of its ri ghts o r obligations under th is Agreement exce pt with the prior written consent ofIATA.

12. Reference to Financial Committee Regulation 58 of the Regulations (which require disputes, as to the meaning or application of

the Regulations, to be referred to the Financial Committee of IATA) also applies to a dispute as to the meaning or application of this Agreement or any other document entered into by the Associate Member or otherwise affecting it.

Notwithstanding the foregoing, nothing herein shall restrict a party’s right hereunder to resort to

a court having jurisdiction over the subject matter of the dispute. 13. Applicable Law This Agreement shall be governed by and interpreted in accordance with the laws of the

province of Quebec, Canada. 14. General Provisions

(1) If the performance of a ny obligation of IATA under this Agreement or the Regulations is

prevented, restricted o r interfered with by reason of any other act or event which is beyond the reasonable control of IATA, including but not limited to natural disaster, war, revolution, civil commotion, acts of public enemies, blockade, embargo, strikes, any law, order, proclamation, regulation, ordinance, demand or requirement having a legal effect of any government or any judicial authority or representative of any such g overnment, then IATA shall be excused from such performance and shall not be liable for any damages whatsoever to the extent of such prevention, restriction, or interference, provided that IATA shall do its best efforts to continue performance hereunder with reasonable dispatch whenever such causes are removed.

(2) The Associate Member hereby a grees to indemnify and hold harmless IATA and its

officers, employees, agents and servants from and against any and all claims, demands, actions, causes of action, judgments, costs, attorneys’ fees, expenses and liability of any kind or nature which they may incur, suffer or be required to pay which may result directly or indirectly from any use (including without limitation reliance) by the Associate Member of the Clearing House services or from any breach of this Agreement or the Regulations by the Asso ciate Member, unless such damages are due to IATA’ s gross negligence or willful misconduct.

(3) The Associate Member acknowledges and agrees that IATA shall only use reasonable

commercial e fforts to effect the payments referenced in this Agreement, and that IATA expressly disclaims, to the maximum extent permitted by applicable law, any liability for any dama ges whatsoever on account of delay or failure to effect such payment or otherwise a rising out of the use of the services hereunder, whether due to negligence, accident, or any other cause, including, without limitation, liability for actual, incidental, special, exemplary, punitive or consequential damages, even if IATA has been advised of the po ssibility of such damages, save in the event of gross negligence or willful misconduct on the part of IATA.

(4) This Agreement may be modified only by a written agreement executed by both parties.

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(5) This A greement contains the entire contract between the parties with respect to the subject matter and supersedes any and all prior agreements and understandings between the parties. The failure by either party at any time to require performance by the other party of any of its obligations, shall not affect the other party’s rights to require such performance at any time thereafter. A waiver by either party of a breach or specific delay shall not be take nor held to be a waiver of any subsequent breach o r delay. The headings of Sections are for convenience only and shall not be used to interpret provisions of this Agreement or otherwise affect the substantive provisions.

IN WITNESS WHEREOF, the parties have signed on the day and year first above written. NAME OF ORGANIZATION - APPLICANT Per: (Signature of Corporate Officer) -and- Per: (Signature of Corporate Officer)

(Name) (Name)

(Title of Corporate Officer) (Title of Corporate Officer)

(E-Mail Address) (E-Mail Address)

(Place and Date) (Place and Date) INTERNATIONAL AIR TRANSPORT ASSOCIATION Per: (Signature of Corporate Officer)

(Title of Corporate Officer)

(Place and Date)

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The member banking details are to be used by the IATA Clearing House for the purpose ofmaking payment to a member that is in a receiving position "Balance Due from ICH" once a clearance period has been finalized.

Bank Name Bank Address City State Postal code Country Bank Account Sort # / ABA SWIFT IBAN (for EUR and GBP)

Routing / Bank Code Branch / Transit Beneficiary Name

Intermediary Bank (optional)

Bank Name Account Number SWIFT

1 2

(Signature) (Signature)

Title: Chief Financial Officer Title:

Name: Name:

Date:

Date:

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IATA Clearing House - List of additional individuals authorised to amend Member bank account details

Member name: Account code :

Name Title SignaturePassport copy attached?

Approval signatures Chief Financial Officer Title:

Name: Name:

Date: Date:

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IATA Clearing House - Primary Contact ICH Primary Contacts will receive copies of a ll ICH communications including Circulars, system changes, re quests fo r i nformation o r confirm ation, and a cknowledgements of changes to instructions and officers, and: (a) If there is one Prima ry Contact, su ch Prim ary Contact i s to be nomi nated by those two

signatories of this application form; and (b) If the nomin ated Pri ncipal Co ntact i s t he CFO, a seco nd P rincipal Contact must al so be

nominated. Nominated ICH Primary Contact Salutation:

Name:

Position:

Address:

Address:

Telephone:

Fax:

E-Mail:

Second ICH Primary Contact (only required if the above nominated ICH Primary Contact is also CFO) Salutation:

Name:

Position:

Address:

Address:

Telephone:

Fax:

E-Mail:

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IATA Clearing House – Financial Contacts Each Company should have two (2) designated Financial Contacts to allow the ICH Finance team to have a point of contact in case of issues relating to payment or settlement with the ICH. Primary Financial Contact Salutation:

First Name:

Last Name:

Position:

Telephone:

Fax:

E-Mail:

Secondary Financial Contact Salutation:

First Name:

Last Name:

Position:

Telephone:

Fax:

E-Mail:

VAT / GOVERNMENT TAX IDENTIFICATION NUMBER: _________________________________

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IATA Clearing House – System Notifications The ICH system sends the following notifications; (a) Advice Day Messag e – contact s receive the balance due to or due from ICH for the current

clearance period. (b) Claim Confirmation – contacts receive a confirmation of the claim submission amount for the

current clearance period. (c) Clearance Initialization – contacts receive a notice of when the next clearance period is open. Contacts for system notification messages

Contact 1 Advice Claim Initialization Salutation:

Name

Position:

Telephone:

Fax:

E-Mail:

Contact 2 Advice Claim Initialization Salutation:

Name

Position:

Telephone:

Fax:

E-Mail:

Contact 3 Advice Claim Initialization Salutation:

Name

Position:

Telephone:

Fax:

E-Mail:

Note: following the initial set-up of contacts by the ICH, changes will be managed by the Member in SIS

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IATA Clearing House – Currency of Clearance Selection ICH Manual Regulation 13 The Clearance House standard currencies of Clearance (and, for the avoidance of doubt, for invoicing between Members), shall be the USD, the GBP and the EUR. Each Member shall choose any one of standard these standard currencies or such other currency as may be accepted by the Clearing House Manager for Clearance from time to time, and shall notify the Clearing House Manager of that choice; such notice shall remain in effect for at least twelve months. A Member may from time to time change its chosen currency by giving three months prior written notice to theClearing House Manager, provided that such notice of change of currency shall remain in effect forat least twelve months. The Clearing House Manager shall promptly notify all Members of the selected currency of Clearance and changes thereto. Currency of Clearance (SELECT ONE)

GBP Currency of Clearance (Zone A) USD Currency of Clearance (Zone B)

EUR Currency of Clearance (Zone D)

ICH Manual Regulation 14 Clearances shall be effected in USD, except that Clearance between Members who have both chosen GBP or EUR under Regulation 13 shall be in GBP or EUR respectively as applicable. All claims will be submitted by Members in the applicable currency of Clearance. Members may choose a currency of Clearance other than USD, GBP or the EUR as may be agreed and madeavailable by the Clearing House from time to time, the Clearing House to charge such Members a service fee in that regard. Table of Clearance Currency Zone of Billed Member

Zone of Billing Member A B D A GBP USD USD B USD USD USD D USD USD EUR

Note: Miscellaneous charges not billed in the applicable Currency of Clearance (in local currency) shall be converted to the applicable Currency of Clearance using the applicable Five Day Rates. See ICH Manual Regulation 16 for more details. IATA Clearing House Currency of Settlement Selection ICH Manual Regulation 18 Currencies of settlement are the currencies in which Members are required to settle balances due by them to the Clearing House, or in which they receive settlements from the Clearing House of balances due to them. The currencies of settlement (subject to Regulation 19) are USD, GBP, EUR,and any other currency as may be accepted and made available by the Clearing House Managerfrom time to time under Regulation 14, applicable as follows: Settlements by or to such Members will normally be made in the applicable currency of Clearance. Any Member may, however by giving three months prior written to the Clearing House, choose USD, GBP EUR, or any other currency as may be accepted and made available by the Clearing House Manager from time to timeunder Regulation 14 as the currency of settlement for its transactions. Such notice shall remain in effect for at least twelve months. 14 of 29

If the GBP (Zone A) has been selected as the Currency of Clearance above the following three options are available for the Currency of Settlement (SELECT ONE):

Entirely in GBP; therefore on Advice Day the charges submitted into clearance (in the currency of clearance) for Zone B, C and D in USD would be converted into GBP using the exchange rate on Advice Day and Zone A GBP would remain the GBP amount submitted into clearance, therefore arriving at one GBP payable or receivable amount.

Entirely in USD; therefore on Advice Day the charges submitted into clearance (in the currency of clearance) for Zones B, C and D in USD remain the USD amount submitted into clearance and Zone A GBP would be converted into USD on ADVICE DAY, using the exchange rate on Advice Day, therefore arriving at one USD payable or receivable amount

In GBP with respect to balance with other Zone A members and in USD with respect to all other zones; therefore amounts submitted into clearance (in the currency of clearance) would be settled exactly as reported, thus is arriving at one USD payable or receivable amount and one GBP payable or receivable amount

If the USD (Zone B) has been selected as the Currency of Clearance above the following three options are available for the Currency of Settlement (SELECT ONE):

Entirely in USD; therefore on Advice Day the charges submitted into clearance (in the currency of clearance) for Zone A, B, C and D in USD be remain as reported in USD therefore arriving at one USD payable or receivable amount

Entirely in EUR; therefore on Advice Day the charges submitted into clearance (in the currency of clearance) for Zone A, B, C and D in USD would be converted into EUR using the exchange rate on Advice Day, therefore arriving at one EUR payable or receivable amount

In EUR and USD; amount submitted into clearance in USD for a specific Group (A, B, or D) for which your company wishes to receive EUR, the USD amount would be converted to EUR on ADVICE DAY, using the banking rate of the day, thus is arriving at one USD payable or receivable amount and one EUR payable or receivable amount.

If the EUR (Zone D) has been selected as the Currency of Clearance the following three options are available for the Currency of Settlement (SELECT ONE):

Entirely in EUR; therefore on Advice Day the charges submitted into clearance (in the currency of clearance) for Zone A, B and C in USD would be converted into EUR using the exchange rate on Advice Day and Zone D EUR would remain the EUR amount submitted into clearance, therefore arriving at one EUR payable or receivable amount.

Entirely in USD; therefore on Advice Day the charges submitted into clearance (in the currency of clearance) for Zones A and B in USD remain the USD amount submitted into clearance and Zone D EUR would be converted into USD on ADVICE DAY, using the exchange rate on Advice Day, therefore arriving at one USD payable or receivable amount

In EUR with respect to balance with other Zone D members and in USD with respect to all other zones; therefore amounts submitted into clearance (in the currency of clearance) would be settled exactly as reported, thus is arriving at one USD payable or receivable amount and one EUR payable or receivable amount

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IATA CLEARING HOUSE AGGREGATOR OPTION

AGGREGATOR FORM FOR IATA STRATEGIC PARTNERS _____________________________ [Name of Aggregator] _____________________________ [Address of Aggregator] An Associate Member may choose to file and settle claims as an aggregator (the “Aggregator”) either directly or on behalf of any or all of its Subsidiaries, franchisees, or other affiliated entities distributing the same products or servi ces and sharing the sam e tradem ark a s the Aggreg ator, and th at are al so participating in the IATA Clearing House as Associate Members (the “Affiliates”). 1. Aggregator Option By completing this Form, the unde rsigned Aggregator, in its quality as an Asso ciate Member of the IATA Clearing House, hereby chooses to file and settle claims through the IATA Clearing House on its own account as a n Associate Membe r, or as an Aggregator on be half of a ny o r all th e Affiliates i dentified herein below for as long as such Affiliates remain Associate Members of the IATA Clearing House (the “Aggregator Option”), in accordance with the terms and conditions set forth herein and in the Associate Member Agreement entered into between the Aggregator and the International Air Transport Association (IATA). 2. Aggregator Account Fees In consideration of the Ag gregator Option hereunder, the Aggregator shall pay IATA a fixed fee of thirty thousand United States d ollars (USD 30,000) per annum, and an additional fee equal to 0 .09% on the annual turnover of cl aims processed via the IATA Cl earing House in exce ss of ten million United States dollars (USD 10 million) per annum as applicable. Unless otherwise indicated in the IATA Clearing House Regulations, such fees shall be payable on a semi-annual basis. 3. Affiliates In accordance with Secti on 1 above, the Aggrega tor shall cause each of its Affiliates under the Aggregator Option to execute the Affiliate Form attached hereto as Exhibit A to confirm and activate such Affiliate’s participation under the Aggregator’s Option and account. Upon execution of the Affiliate Form by all parties, IATA shall be authori sed to process the settlement of claims of the Aggregator through the IATA Clearing House on behalf of each such Affiliate, in accordance

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with the te rms and conditions set forth herein and in the Asso ciate Member agreement. As of the dat e hereof, the Aggregator intends to include the following Affiliates under the Aggregator Option:

and any oth er Affiliate as may be ad ded from tim e to time by the Aggreg ator by way o f th e execution of an Affiliate Form.

The inclusion by the A ggregator of any Affiliate und er the Aggregator Option is subject to such Affiliate qualifying as an Affiliate under the Aggregator Option. 4. Default In the eve nt of a d efault in payment to the IATA Clearing House, the IATA Cl earing House reserves the right in any subsequent clearance as follows, based on the settlement opt ion selected under the Affiliate Form:

(i) under settlement option 1: where the default is by the Aggregator, to claim the same against any or all of the Aggregator’s Affiliates on a pro ra ta basi s with referenc e to the receivable and payable billings over the previous twelve (12) periods; or

(ii) under settlement option 2: where the default is by any Affiliate, to claim against the Aggregator the amount of the default.

5. Suspension In the event of Suspension of the Agg regator under Regulation 49, all Affiliates will reve rt to stand ard Associate Member status with effect from the date of Suspension. Regular Associate Members fees will then become applicable to these Affiliates and assessed from the date of Suspension of the Aggregator. 6. Term and termination The Agg regator Option shall apply u ntil the Aggregat or resigns from th e IATA Cleari ng Ho use in accordance with the A ssociate Member agreement and the Regulations of th e IATA Clea ring House, or until the Aggregator otherwise terminates the Aggregator Option as provided below. The Aggregator may terminate the Aggregator Option with respect to any or all Affiliates for convenience at any time upon thre e (3) months p rior written noti ce to the IATA Cleari ng House using the appropriate termination form as may be issued by IATA. Upon termin ation for any reason with resp ect to any Affiliates, such Affiliates will revert to standard Associate Member status and regular fees applicable to Associate Members will then become applicable to such Affiliates and be assessed as of the effective date of termination of the Aggregator Option. Upon termination for any reason with respect to all Affiliates, such Affiliates and the Aggregator will revert to standard Associate Member status and regular fees applicable to Associate Members will then become applicable to such Affiliates and the Aggregator and be assessed as of the effective date of termination of the Aggregator Option.

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Termination of the Aggre gator O ption does n ot absol ve the A ggregator an d its Affiliates from thei r obligation to settle any debts that may arise during the period of notice. 7. General Terms This Form shall enter into effect with respect to the Aggregator and IATA upon the last date of signature hereof by both parties. This Form shall be governed by the terms and condition of the Associate Member agreement entered into between the Aggregator and IATA. In t he event of any contradiction between the terms of this Form and the terms of the Associate Member agreement, the terms of this Form shall prevail. Unless otherwise expressly defined herein, all exp ressions and capitalised terms used herein shall have the same meaning ascribed to them in the IATA Clearing House Regulations. This Form may only be modified by a written instrument executed by both parties. IN WITNESS WHEREOF, the parties have signed on the date(s) below written. [Name of Aggregator], Associate Member of the IATA Clearing House Signature :

International Air Transport Association, IATA Clearing House Signature :

Name

Name

Title

Title

Date

Date

International Air Transport Association 800 Place Victoria P.O. Box 113 Montreal, QC H4Z 1M1 Canada Tel: +1 514 874 0202 Fax: +1 514 874 1816www.iata.org 18 of 29

IATA CLEARING HOUSE AGGREGATOR OPTION Exhibit A

AFFILIATE FORM

[Name of Affiliate]

[Address of Affiliate] An Associate Member may choose to file and settle claims as an aggregator (the “Aggregator”) either directly or on behalf of any or all of its Subsidiaries, franchisees, or other affiliated entities distributing the same p roducts or service s and sharing the same trademark as the Aggreg ator and tha t are also participating in the IATA Clearing House as Associate Members (the “Affiliates”), in accordance with the rules of the IATA Clearing House. The undersigned Aggregator, in it s quality as an Associate Member of the IATA Clearing House, hereby chooses to file and settle claim s thro ugh the IATA Clearing House a s an Ag gregator o n behalf of the undersigned Affiliate as l ong as such Affiliate remain Associate Members of t he IATA Cl earing House (the “Aggregator Option”). 1. Aggregator Option The Affiliate has j oined t he IATA Cle aring House as a n Asso ciate Me mber and hereby cho oses to participate in the Aggreg ator Option as an Affiliate of the Aggregator with the settlement option identified below, in a ccordance wit h the te rms and conditions set fo rth herein a nd i n the A ssociate Mem ber agreement between IATA and the Affiliate:

Select one of the following settlement options:

Option 1 –The Affiliate will submit its own claim to the ICH via the IS Web portal but the settlement of this claim (balance due to/from the ICH) will be included in the settlement of the Aggregator, in its quality as an Aggregator of the Affiliate;

OR

Option 2 - T he Affiliate will submit its own clai m to the ICH via the IS Web portal and the settlement of this claim (balance due to/from the ICH) will be managed entirely by the Affiliate.

2. Fees for the Aggregator’s Affiliate Account The Affiliate shall pay the IATA Clearin g House an Aggregator Option fee equ al to 0.09% of the annual turnover of claims processed vi a the IATA Clearin g Hou se un der the Aggre gator Optio n hereu nder. Unless othe rwise indi cated in the IAT A Clea ring House Regul ations, such fe es shall be payable o n a semi-annual basis.

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3. Default In the eve nt of a d efault in payment to the IATA Clearing House, the IATA Cl earing House reserves the right in a subsequent clearance as follows, based on the settlement option selected:

(i) under settlement option 1: where the default is by the Aggregator, to claim the same against any or all of the Aggregator’s Affiliates on a pro ra ta basi s with referenc e to the receivable and payable billings over the previous twelve (12) periods; or

(ii) under settlement option 2: where the default is by any Affiliate, to claim against the Aggregator the amount of the default.

4. Suspension In the event of Suspe nsion of the Aggregator as an Associate Member under Regulation 49 of the IATA Clearing House, the Affiliate will reve rt to standard A ssociate Member status with effect from the date of Suspension. Regular Associate Members fees will th en become applicable to t he Affiliate and a ssessed from the effective date of Suspension of the Aggregator. 5. Term and termination The Aggrega tor Option shall remai n appli cable u ntil t he Affiliate’s memb ership to the IATA Cleari ng House is still in force in accordance with the Associate Member agre ement and the IATA Clearing House Regulations, or until the Aggregator Option hereunder is otherwise terminated as provided below. The Aggregator or the Affi liate may terminate the Aggregator Option hereunder for convenience at a ny time upon th ree (3) mo nths p rior written notice to the IATA Clearin g Ho use usin g the appropriate termination form as may be issued by IATA. Upon termination by either party for any reason, th e Affiliate will revert to standard A ssociate Member status and regular fees applicable to Associate Members will then become applicable to the Affiliate and be assessed as of the effective date of termination of the Aggregator Option. Termination of the Aggre gator Option does not absolve the A ggregator and the Affiliate from thei r obligation to settle any debts that may arise during the period of notice. 6. General Terms Subject to the execution of this Affiliat e Form and the Aggregator Form by the relevant parties, IATA is hereby authorised to process the settlement of claims of the Affiliate through the IATA Cleari ng House in accordance with the terms and conditions set forth herein and the Associate Member agreement, whether such claims are entered directly by the Affiliate or by the Aggregator on behalf of the Affiliate and based on the settlement option selected.. This Form shall enter into effect upon the last date of signature hereof by the Aggregator, the Affiliate and IATA. This Form shall be governed by the terms and condition of the Associate Member agreement entered into between the Affiliate and IATA. In the event of any contradi ction between the terms of this Form and the terms of the Associate Member agreement, the terms of this Form shall prevail.

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Unless otherwise expressly defined herein, all exp ressions and capitalised terms used herein shall have the same meaning ascribed to them in the IATA Clearing House Regulations. This Form may only be modified by a written in strument executed by both parties. If settlement option 2 has been selected hereunder, wherever the IATA Clearing House Procedures mandate a dual signature for any changes to the Affiliate’s settlement currency or bank accounts, one signature must come from an authorised p erson of the Aggregator, and on e sig nature mu st come from a n authori sed person of the Affiliate. IN WITNESS WHEREOF, the parties have signed on the date(s) below written. [Name of Aggregator], Associate Member of the IATA Clearing House Signature :

[Name of Affiliate], Associate Member of the IATA Clearing House Signature :

Name

Name

Title

Title

Date

Date

International Air Transport Association, IATA Clearing House Signature : Name Title Date

International Air Transport Association 800 Place Victoria P.O. Box 113 Montreal, QC H4Z 1M1 Canada Tel: +1 514 874 0202 Fax: +1 514 874 1816www.iata.org 21 of 29

IATA CLEARING HOUSE AGGREGATOR OPTION

AGGREGATOR FORM FOR NON-STRATEGIC PARTNERS _____________________________ [Name of Aggregator] _____________________________ [Address of Aggregator] An Associate Member may choose to file and settle claims as an aggregator (the “Aggregator”) either directly or on behalf of any or all of its Subsidiaries, franchisees, or other affiliated entities distributing the same products or servi ces and sharing the sam e tradem ark a s the Aggreg ator, and th at are al so participating in the IATA Clearing House as Associate Members (the “Affiliates”). 1. Aggregator Option By completing this Form, the unde rsigned Aggregator, in its quality as an Asso ciate Member of the IATA Clearing House, hereby chooses to file and settle claims through the IATA Clearing House on its own account as a n Associate Membe r, or as an Aggregator on be half of a ny o r all th e Affiliates i dentified herein below for as long as such Affiliates remain Associate Members of the IATA Clearing House (the “Aggregator Option”), in accordance with the terms and conditions set forth herein and in the Associate Member Agreement entered into between the Aggregator and the International Air Transport Association (IATA). 2. Aggregator Account Fees In consideration of the Ag gregator Option hereunder, the Aggregator shall pay IATA a fixed fee of fifty thousand United States d ollars (USD 50,000) per annum, and an additional fee equal to 0 .15% on the annual turnover of cl aims processed via the IATA Cl earing House in exce ss of ten million United States dollars (USD 10 million) per annum as applicable. Unless otherwise indicated in the IATA Clearing House Regulations, such fees shall be payable on a semi-annual basis. 3. Affiliates In accordance with Secti on 1 above, the Aggrega tor shall cause each of its Affiliates under the Aggregator Option to execute the Affiliate Form attached hereto as Exhibit A to confirm and activate such Affiliate’s participation under the Aggregator’s Option and account. Upon execution of the Affiliate Form by all parties, IATA shall be authori sed to process the settlement of claims of the Aggregator through the IATA Clearing House on behalf of each such Affiliate, in accordance

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with the te rms and conditions set forth herein and in the Asso ciate Member agreement. As of the dat e hereof, the Aggregator intends to include the following Affiliates under the Aggregator Option:

and any oth er Affiliate as may be ad ded from tim e to time by the Aggreg ator by way o f th e execution of an Affiliate Form.

The inclusion by the A ggregator of any Affiliate und er the Aggregator Option is subject to such Affiliate qualifying as an Affiliate under the Aggregator Option. 4. Default In the eve nt of a d efault in payment to the IATA Clearing House, the IATA Cl earing House reserves the right in any subsequent clearance as follows, based on the settlement opt ion selected under the Affiliate Form:

(i) under settlement option 1: where the default is by the Aggregator, to claim the same against any or all of the Aggregator’s Affiliates on a pro ra ta basi s with referenc e to the receivable and payable billings over the previous twelve (12) periods; or

(ii) under settlement option 2: where the default is by any Affiliate, to claim against the Aggregator the amount of the default.

5. Suspension In the event of Suspension of the Agg regator under Regulation 49, all Affiliates will reve rt to stand ard Associate Member status with effect from the date of Suspension. Regular Associate Members fees will then become applicable to these Affiliates and assessed from the date of Suspension of the Aggregator. 6. Term and termination The Agg regator Option shall apply u ntil the Aggregat or resigns from th e IATA Cleari ng Ho use in accordance with the A ssociate Member agreement and the Regulations of th e IATA Clea ring House, or until the Aggregator otherwise terminates the Aggregator Option as provided below. The Aggregator may terminate the Aggregator Option with respect to any or all Affiliates for convenience at any time upon thre e (3) months p rior written noti ce to the IATA Cleari ng House using the appropriate termination form as may be issued by IATA. Upon termin ation for any reason with resp ect to any Affiliates, such Affiliates will revert to standard Associate Member status and regular fees applicable to Associate Members will then become applicable to such Affiliates and be assessed as of the effective date of termination of the Aggregator Option. Upon termination for any reason with respect to all Affiliates, such Affiliates and the Aggregator will revert to standard Associate Member status and regular fees applicable to Associate Members will then become applicable to such Affiliates and the Aggregator and be assessed as of the effective date of termination of the Aggregator Option.

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Termination of the Aggre gator O ption does n ot absol ve the A ggregator an d its Affiliates from thei r obligation to settle any debts that may arise during the period of notice. 7. General Terms This Form shall enter into effect with respect to the Aggregator and IATA upon the last date of signature hereof by both parties. This Form shall be governed by the terms and condition of the Associate Member agreement entered into between the Aggregator and IATA. In t he event of any contradiction between the terms of this Form and the terms of the Associate Member agreement, the terms of this Form shall prevail. Unless otherwise expressly defined herein, all exp ressions and capitalised terms used herein shall have the same meaning ascribed to them in the IATA Clearing House Regulations. This Form may only be modified by a written instrument executed by both parties. IN WITNESS WHEREOF, the parties have signed on the date(s) below written. [Name of Aggregator], Associate Member of the IATA Clearing House Signature :

International Air Transport Association, IATA Clearing House Signature :

Name

Name

Title

Title

Date

Date

International Air Transport Association 800 Place Victoria P.O. Box 113 Montreal, QC H4Z 1M1 Canada Tel: +1 514 874 0202 Fax: +1 514 874 1816www.iata.org 24 of 29

IATA CLEARING HOUSE AGGREGATOR OPTION Exhibit A

AFFILIATE FORM _____________________________ [Name of Affiliate] _____________________________ [Address of Affiliate] An Associate Member may choose to file and settle claims as an aggregator (the “Aggregator”) either directly or on behalf of any or all of its Subsidiaries, franchisees, or other affiliated entities distributing the same p roducts or service s and sharing the same trademark as the Aggreg ator and tha t are also participating in the IATA Clearing House as Associate Members (the “Affiliates”), in accordance with the rules of the IATA Clearing House. The undersigned Aggregator, in it s quality as an Associate Member of the IATA Clearing House, hereby chooses to file and settle claim s thro ugh the IATA Clearing House a s an Ag gregator o n behalf of the undersigned Affiliate as l ong as such Affiliate remain Associate Members of t he IATA Cl earing House (the “Aggregator Option”). 1. Aggregator Option The Affiliate has j oined t he IATA Cle aring House as a n Asso ciate Me mber and hereby cho oses to participate in the Aggreg ator Option as an Affiliate of the Aggregator with the settlement option identified below, in a ccordance wit h the te rms and conditions set fo rth herein a nd i n the A ssociate Mem ber agreement between IATA and the Affiliate:

Select one of the following settlement options:

Option 1 –The Affiliate will submit its own claim to the ICH via the IS Web portal but the settlement of this claim (balance due to/from the ICH) will be included in the settlement of the Aggregator, in its quality as an Aggregator of the Affiliate;

OR

Option 2 - T he Affiliate will submit its own clai m to the ICH via the IS Web portal and the settlement of this claim (balance due to/from the ICH) will be managed entirely by the Affiliate.

2. Fees for the Aggregator’s Affiliate Account The Affiliate shall pay the IATA Clearin g House an Aggregator Option fee equ al to 0.15% of the annual turnover of claims processed vi a the IATA Clearin g Hou se un der the Aggre gator Optio n hereu nder. Unless othe rwise indi cated in the IAT A Clea ring House Regul ations, such fe es shall be payable o n a semi-annual basis.

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3. Default In the eve nt of a d efault in payment to the IATA Clearing House, the IATA Cl earing House reserves the right in a subsequent clearance as follows, based on the settlement option selected:

(i) under settlement option 1: where the default is by the Aggregator, to claim the same against any or all of the Aggregator’s Affiliates on a pro ra ta basi s with referenc e to the receivable and payable billings over the previous twelve (12) periods; or

(ii) under settlement option 2: where the default is by any Affiliate, to claim against the Aggregator the amount of the default.

4. Suspension In the event of Suspe nsion of the Aggregator as an Associate Member under Regulation 49 of the IATA Clearing House, the Affiliate will reve rt to standard A ssociate Member status with effect from the date of Suspension. Regular Associate Members fees will th en become applicable to t he Affiliate and a ssessed from the effective date of Suspension of the Aggregator. 5. Term and termination The Aggrega tor Option shall remai n appli cable u ntil t he Affiliate’s memb ership to the IATA Cleari ng House is still in force in accordance with the Associate Member agre ement and the IATA Clearing House Regulations, or until the Aggregator Option hereunder is otherwise terminated as provided below. The Aggregator or the Affi liate may terminate the Aggregator Option hereunder for convenience at a ny time upon th ree (3) mo nths p rior written notice to the IATA Clearin g Ho use usin g the appropriate termination form as may be issued by IATA. Upon termination by either party for any reason, th e Affiliate will revert to standard A ssociate Member status and regular fees applicable to Associate Members will then become applicable to the Affiliate and be assessed as of the effective date of termination of the Aggregator Option. Termination of the Aggre gator Option does not absolve the A ggregator and the Affiliate from thei r obligation to settle any debts that may arise during the period of notice. 6. General Terms Subject to the execution of this Affiliat e Form and the Aggregator Form by the relevant parties, IATA is hereby authorised to process the settlement of claims of the Affiliate through the IATA Cleari ng House in accordance with the terms and conditions set forth herein and the Associate Member agreement, whether such claims are entered directly by the Affiliate or by the Aggregator on behalf of the Affiliate and based on the settlement option selected.. This Form shall enter into effect upon the last date of signature hereof by the Aggregator, the Affiliate and IATA. This Form shall be governed by the terms and condition of the Associate Member agreement entered into between the Affiliate and IATA. In the event of any contradi ction between the terms of this Form and the terms of the Associate Member agreement, the terms of this Form shall prevail.

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Unless otherwise expressly defined herein, all exp ressions and capitalised terms used herein shall have the same meaning ascribed to them in the IATA Clearing House Regulations. This Form may only be modified by a written in strument executed by both parties. If settlement option 2 has been selected hereunder, wherever the IATA Clearing House Procedures mandate a dual signature for any changes to the Affiliate’s settlement currency or bank accounts, one signature must come from an authorised p erson of the Aggregator, and on e sig nature mu st come from a n authori sed person of the Affiliate. IN WITNESS WHEREOF, the parties have signed on the date(s) below written. [Name of Aggregator], Associate Member of the IATA Clearing House Signature :

[Name of Affiliate], Associate Member of the IATA Clearing House Signature :

Name

Name

Title

Title

Date

Date

International Air Transport Association, IATA Clearing House Signature : Name Title Date

International Air Transport Association 800 Place Victoria P.O. Box 113 Montreal, QC H4Z 1M1 Canada Tel: +1 514 874 0202 Fax: +1 514 874 1816www.iata.org 27 of 29

IATA Clearing House Consent Form (ICH Manual Regulation 11) Attention: Manager, IATA Clearing House “CLEARING HOUSE MEMBER ” hereby authorises and directs IATA to effect clearance

and pay to “ASSOCIATE MEMBER ” amounts in settlement of transactions between

“CLEARING HOUSE MEMBER ” and “ASSOCIATE MEMBER ” in

accordance with the ICH Manual of Regulations and Procedures, starting with the “month, year ”

clearance.

“CLEARING HOUSE MEMBER ” and “ASSOCIATE MEMBER ” confirm

that these p ayments are in settlemen t of tran sactions re sulting from bona fide ag reements b etween

“CLEARING HOUSE MEMBER ” and “ASSOCIATE MEMBER ”, and that

billings will be presented in accordance with the terms stipulated therein.

The original of this Consent Form duly signed by an authorised representative of

“CLEARING HOUSE MEMBER ” and “ASSOCIATE MEMBER ” shall be

sent to IATA, with a copy by fax or email, as follows:

Attention: Manager, IATA Clearing House Address: International Air Transport Association 800 Place Victoria, P.O. Box 113 Montreal, Quebec, Canada H4Z 1M1 Fax: +1 514 874 1816 Email: [email protected]

This Consent Form and the instructions herein may only be terminated on a thirty (30) days prior written

notice by “CLEARING HOUSE MEMBER ” to IATA with copy to

“ASSOCIATE MEMBER . Signed for and on behalf of: Signed for and on behalf of: “CLEARING HOUSE MEMBER ” “ASSOCIATE MEMBER ” Name: Title: Email: Date:

Name: Title: Email: Date:

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Integrated Settlement - Fee Invoicing Schedule Simplified Interline Settlement Signatories to the Integrated Settlement Participation Agreement (ISPA) are subject to the fees outlined in Attachment A of that agreement for their participation and use of the Simplified Interline Settlement service. The following schedule will be followed in regards to invoicing for the service.

Quarter Annual IS Flat Fee

IS Transaction Fee

1st Quarter Fees P4 January P4 April 2nd Quarter Fees P4 April P4 July 3rd Quarter Fees P4 July P4 October 4th Quarter Fees P4 October P4 January

IATA Clearing House Pursuant to Regulation 40 (b) and Procedure 11, service fees will be assessed against ICH participants whenever applicable The following schedule will be followed in regards to invoicing for:

Fees Collection Period

Fixed P4 January Variable 1st Half P4 July Variable 2ndt Half P4 January (the following year) Late Reporting 1st Quarter P1 April Late Reporting 2nd Quarter P1 July Late Reporting 3rd Quarter P1 October Late Reporting 4th Quarter P1 January (the following year)

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