Passenger flights shall be arranged by Wheels Up Partners LLC, Wheels Up Private Jets LLC, or Air Partner LLC, each acting as a bona fide agent for charterer. Flights that depart from, or arrive, or conducted entirely outside of the U.S. shall be arranged by Air Partner Limited, Air Partner International, Air Partner International GmbH, and/or Air Partner Srl, each acting as a foreign indirect air carrier. The air charter broker(s) shall be disclosed to charterer in a Trip Quote. All flights shall be operated by a direct air carrier or foreign direct air carrier that holds an Air Carrier Certificate under 14 C.F.R. § 119 (or equivalent license as a foreign air carrier under applicable foreign law), authorizing them to furnish air transportation services pursuant to 14 C.F.R § 121, 129 or 135 (or equivalent license authority as a foreign air carrier under applicable foreign law), as such air carrier may be utilized or designated to charterer with prior notice. For the avoidance of doubt, when Wheels Up Partners LLC or Wheels Up Private Jets LLC provide air transportation services to a charterer, they are a direct air carrier (also referred to as an “Operator”), and with respect to any cargo flights arranged by Air Partner LLC, such flights are arranged in its capacity as an indirect air carrier.