Common use of No Reconciliation for Fines, Etc Clause in Contracts

No Reconciliation for Fines, Etc. Notwithstanding anything to the contrary contained in this Paragraph B, Continental shall not be required to incur any cost or make any reconciliation payment pursuant to this Paragraph B to the extent that such cost or reconciliation payment is attributable to any costs, expenses or losses (including fines, penalties and any costs and expenses associated with any related investigation or defense) incurred by Contractor as a result of any violation by Contractor of any law, statute, judgment, decree, order, rule or regulation of any governmental or airport authority. Continental shall be liable for any costs, expenses or losses (including fines, penalties and any costs and expenses associated with any related investigation or defense) incurred by Contractor as a result of any violation by Continental or its agents of any law, statute, judgment, decree, order, rule or regulation of any governmental or airport authority. Schedule 3 Appendices Appendix 1 Base Compensation Rates Appendix 2 Controllable Completion Factor Incentives and Rebates Appendix 3 Reconciliation of Expenses Appendix 4 Incentive Bonuses/Rebates Appendix 5 Insurance Rates Appendix 6 Low Block Hour Utilization Rates Appendix 1 to Schedule 3 Base Compensation Rates $*** For each block hour $*** For each Covered Aircraft for each month in the Term These Base Compensation Rates shall be adjusted to the extent provided pursuant to the terms of Section 3.02 of this Agreement. Appendix 2 to Schedule 3 Controllable Completion Factor Incentives and Rebates

No Reconciliation for Fines, Etc. Notwithstanding anything to the contrary contained in this Paragraph B, Continental shall not be required to incur any cost or make any reconciliation payment pursuant to this Paragraph B to the extent that such cost or reconciliation payment is attributable to any costs, expenses or losses (including fines, penalties and any costs and expenses associated with any related investigation or defense) incurred by Contractor as a result of any violation by Contractor of any law, statute, judgment, decree, order, rule or regulation of any governmental or airport authority. Continental shall be liable for all any costs, expenses or losses (including fines, penalties and any costs and expenses associated with any related investigation or defense) incurred by Contractor as a result of any violation by Continental or its agents of any law, statute, judgment, decree, order, rule or regulation of any governmental or airport authority. ___________ *Confidential Schedule 3 Appendices Appendix 1 Base Compensation Rates Appendix 2 Controllable Completion Factor Incentives and Rebates Appendix 3 Reconciliation of Of Expenses Appendix 4 Incentive Bonuses/Rebates Appendix 5 Insurance Rates Appendix 6 Low Block Hour Utilization Rates [Intentionally Omitted] Appendix 7 Minimum Seats for Scheduled Flights Appendix 1 to Schedule 3 Base Compensation Rates $[*** For each block hour $*** For ]separately for each Covered Aircraft for each month in the Term $[*]generally for each Covered Aircraft for each day in the Term $[*]for each actual block hour $[*]for each actual flight hour $[*]for each Scheduled Flight departure $[*]for each Scheduled Flight departure at a Contractor Airport $[*]for each day in the Term * This rate, calculated separately for each Covered Aircraft, shall be the “rent per month” set forth on Schedule 1 for such Covered Aircraft, calculated for months in which such aircraft enters or exits service hereunder as provided in Paragraph A(1)(a) of this Schedule 3. These Base Compensation Rates shall be adjusted to the extent provided pursuant to the terms of Section 3.02 of this Agreement. ___________ *Confidential Appendix 2 to Schedule 3 Controllable Completion Factor Incentives "Controllable Completion Factor Incentive Rate" shall be [*], as adjusted pursuant to Section 3.02 of this Agreement. ___________ *Confidential Appendix 3 to Schedule 3 Reconciliation of Expenses Reconciled Schedule 3 Statistical Expense Reference Driver Rate Terminal Facility Rent at Contractor Airports Sched3.B.6(a)(i) Fixed [*] Property Taxes Sched3.B.6(a)(iii) Fixed [*] Passenger Liability, Hull and War Risk Insurance Sched3.B.6(a)(iv) Passengers [*] Landing Fees Sched3.B.6(a)(v) Departures [*] Glycol and De-icing at Contractor Airports Sched3.B.6(a)(vi) Fixed [*] Interrupted Trip and Baggage Handling at Contractor Airports Sched3.B.6(a)(vii) Fixed [*] Canadian and Mexican Air Navigation Sched3.B6(a)(viii) Departures [*] TSA fees or charges and any other passenger security fees or charges for security at all Contractor Airports Sched 3.B.6(a)(ix) Passengers [*] The Appendix 3 Rates shall be adjusted from time to time with the mutual agreement of the parties to reflect the actual rates charged to Contractor. ___________ *Confidential Appendix 4 to Schedule 3 Incentive Bonuses/Rebates

No Reconciliation for Fines, Etc. Notwithstanding anything to the contrary contained in this Paragraph B, Continental shall not be required to incur any cost or make any reconciliation payment pursuant to this Paragraph B to the extent that such cost or reconciliation payment is attributable to any costs, expenses or losses (including fines, penalties and any costs and expenses associated with any related investigation or defense) incurred by Contractor as a result of any violation by Contractor of any law, statute, judgment, decree, order, rule or regulation of any governmental or airport authority. Continental shall be liable for any costs, expenses or losses (including fines, penalties and any costs and expenses associated with any related investigation or defense) incurred by Contractor as a result of any violation by Continental or its agents of any law, statute, judgment, decree, order, rule or regulation of any governmental or airport authority. Schedule 3 Appendices Appendix 1 Base Compensation Rates Appendix 2 Controllable Completion Factor Incentives and Rebates Incentive Rate Appendix 3 Reconciliation of Expenses Appendix 4 Incentive Bonuses/Rebates Penalties Appendix 5 Insurance Rates Appendix 6 Low Block Hour Utilization Rates Weight Restrictions Appendix 1 to Schedule 3 Base Compensation Rates $[*** For *] for each block hour day in the Term $[*** For *] for each Covered Aircraft for each month day in the Term These Base Compensation $[***] for each actual block hour $[***] for each actual flight hour $[***] for each Scheduled Flight departure $[***] for each Scheduled Flight departure at a Contractor Airport Appendix 2 to Schedule 3 Controllable Completion Factor Incentive Rate The “Controllable Completion Factor Incentive Rate” shall be [***], as adjusted pursuant to Section 3.02 of this Agreement. Appendix 3 to Schedule 3 Reconciliation of Expenses Reconciled Schedule 3 Statistical Expense Reference Driver Rate Terminal Facility Rent at Contractor Airports Sched3.B.6(a)(i) Per month [***] Passenger Liability, Hull and War Risk Insurance Sched3.B.6(a)(iv) Per Passenger [***] Landing Fees Sched3.B.6(a)(v) Per Departure [***] Glycol and De-icing at Contractor Airports Sched3.B.6(a)(vi) Per winter month* [***] Interrupted Trip and Baggage Handling at Contractor Airports Sched3.B.6(a)(vii) Per month [***] Canadian and Mexican Air Navigation Sched3.B6(a)(viii) Per Departure** [***] The Appendix 1 Rates shall be adjusted to the extent provided pursuant to the terms of Section 3.02 of this Agreement. * Winter Months refer to November 1 to April 30 ** Includes flights to or from an airport in Canada or Mexico Appendix 2 4 to Schedule 3 Controllable Completion Factor Incentives and Incentive Bonuses/Rebates

No Reconciliation for Fines, Etc. Notwithstanding anything to the contrary contained in this Paragraph B, Continental shall not be required to incur any cost or make any reconciliation payment pursuant to this Paragraph B to the extent that such cost or reconciliation payment is attributable to any costs, expenses or losses (including fines, penalties and any costs and expenses associated with any related investigation or defense) incurred by Contractor as a result of any violation by Contractor of any law, statute, judgment, decree, order, rule or regulation of any governmental or airport authority. Continental shall be liable for all any costs, expenses or losses (including fines, penalties and any costs and expenses associated with any related investigation or defense) incurred by Contractor as a result of any violation by Continental or its agents of any law, statute, judgment, decree, order, rule or regulation of any governmental or airport authority. Schedule 3 Appendices Appendix 1 Base Compensation Rates Appendix 2 Controllable Completion Factor Incentives and Rebates Appendix 3 Reconciliation of Expenses Appendix 4 Incentive Bonuses/Rebates Appendix 5 Insurance Rates Appendix 6 Low Block Hour Utilization Rates Appendix 1 to Schedule 3 Base Compensation Rates $*** For $ [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] for each actual block hour $*** For each Covered Aircraft for each month in the Term These Base Compensation Rates shall be adjusted to the extent provided pursuant to the terms of Section 3.02 of this Agreement. Appendix 2 to Schedule 3 Controllable Completion Factor Incentives and Rebates

No Reconciliation for Fines, Etc. Notwithstanding anything to the contrary contained in this Paragraph B, Continental shall not be required to incur any cost or make any reconciliation payment pursuant to this Paragraph B to the extent that such cost or reconciliation payment is attributable to any costs, expenses or losses (including fines, penalties and any costs and expenses associated with any related investigation or defense) incurred by Contractor as a result of any violation by Contractor of any law, statute, judgment, decree, order, rule or regulation of any governmental or airport authority. Continental shall be liable for all any costs, expenses or losses (including fines, penalties and any costs and expenses associated with any related investigation or defense) incurred by Contractor as a result of any violation by Continental or its agents of any law, statute, judgment, decree, order, rule or regulation of any governmental or airport authority. Schedule 3 Appendices Appendix 1 Base Compensation Rates Appendix 2 Controllable Completion Factor Incentives and Rebates Appendix 3 Reconciliation of Expenses Appendix 4 Incentive Bonuses/Rebates Appendix 5 Insurance Rates Appendix 6 Low Block Hour Utilization Rates Appendix 1 to Schedule 3 Base Compensation Rates $*** For $ [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] for each actual block hour $*** For each Covered Aircraft for each month in the Term These Base Compensation Rates shall be adjusted to the extent provided pursuant to the terms of Section 3.02 of this Agreement. Appendix 2 to Schedule 3 Controllable Completion Factor Incentives and Rebates "Controllable Completion Factor Incentive Rate" shall be $[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT], as adjusted pursuant to Section 3.02 of this Agreement. Appendix 3 to Schedule 3 Reconciliation of Expenses Reconciled Schedule 3 Statistical Expense Reference Driver Rate Terminal Facility Rent at Contractor Airports Sched 3.B.4(a)(i) Fixed $ [XXX] Property Taxes Sched 3.B.4(a)(ii) Fixed $ [XXX] Passenger Liability, Hull and War Risk Insurance Sched 3.B.4(a)(iii) Passengers $ [XXX] Landing Fees Sched 3.B.4(a)(iv) Departures $ [XXX] Glycol, De-icing and Snow Removal at Contractor Airports Sched 3.B.4(a)(v) Fixed $ [XXX] Canadian and Mexican Air Navigation Sched 3.B.4(a)(vi) Departures $ [XXX] TSA Fees or Charges and any Other Passenger Security Fees or Charges for Security at Contractor Airports Sched 3.B.4(a)(vii) Passengers $ [XXX] Landing Gear Overhaul and LLP Costs Sched 3.B.4(a)(viii) Fixed $ [XXX] Engine LLP Costs Sched 3.B.4(a)(ix) Fixed $ [XXX] Engine Power-by-the-Hour Costs Sched 3.B.4(a)(x) Block Hours $ [XXX] Depreciation Expense Sched 3.B.4(a)(xi) Fixed $ [XXX] Routine Aircraft Paint Sched 3.B.4(a)(xii) Fixed $ [XXX] Contractor Airport Agent Expense at Contractor Airports Sched 3.B.4(a)(xiii) Departures $ [XXX] ARINC System Costs Sched 3.B.4(a)(xiv) Fixed $ [XXX] Aircraft Appearance Costs at Contractor Airports Sched 3.B.4(a)(xv) Departures $ [XXX] 3rd Party Ground Handling Per Turn Rate at Contractor Airports Sched 3.B.4(a)(xvi) Departures $ [XXX] The Appendix 3 Rates shall be adjusted from time to time with the mutual agreement of the parties to reflect the actual rates charged to Contractor. As Contractor Airports become Continental Airports, appropriate adjustments shall be made to Appendix 3 Rates related to such Contractor Airports. ["XXX" REPRESENTS CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.] Appendix 4 to Schedule 3 Incentive Bonuses/Rebates