Common use of Equipment Removal Rights Clause in Contracts

Equipment Removal Rights. Delta and Pinnacle agree that Delta shall have the following equipment removal rights: (A) if Delta places CRJ-200 Aircraft in Pinnacle’s fleet pursuant to the first sentence of Section 3.02(a)(i), Delta shall have the right upon at least ninety (90) days prior written notice to remove one or more such CRJ-200 Aircraft (and related Spare Engines) selected by Delta from Pinnacle’s fleet up to the number of Aircraft added by Delta pursuant to Section 3.02(a)(i). (B) from and after the date on which Pinnacle has entered into an agreement with one or more air carriers other than Delta with respect to the operation of at least twenty (20) additional regional jet aircraft in Pinnacle’s fleet, Delta may, at its option, elect to remove one (1) CRJ-200 Aircraft and related Spare Engines selected by Delta from Pinnacle’s base fleet of one hundred twenty-four (124) CRJ-200 Aircraft (and related Spare Engines) for every two (2) regional jet aircraft operated for such other air carrier(s) which are added to Pinnacle’s fleet above the twenty (20) additional regional jet aircraft operated for such other air carrier(s); provided, however, that (1) Delta shall provide Pinnacle with at least six (6) months prior written notice of exercise of Delta’s option to remove Equipment from Pinnacle’s fleet pursuant to this provision, (2) Delta shall not remove more than twenty (20) CRJ-200 Aircraft and related Spare Engines from Pinnacle’s fleet pursuant to this provision, and in any twelve month period Delta shall not remove more than five (5) CRJ-200 Aircraft and related Spare Engines from Pinnacle’s fleet pursuant to this provision, (3) the CRJ-200 Aircraft and related Spare Engines removed from Pinnacle’s fleet pursuant to this provision shall not be operated with the Designator and shall not be operated by a third party under any type of operating, codeshare or other arrangement with Delta, and (4) Delta shall receive the CRJ-200 Aircraft and related Spare Engines removed from Pinnacle’s fleet pursuant to this provision in “as is” condition, and, notwithstanding the terms of any of the applicable Leases to the contrary, Pinnacle shall not be required to meet the return conditions contained in the applicable Leases; (C) from and after the date on which additional aircraft are added to Pinnacle’s fleet pursuant to this Agreement or any other agreement between Pinnacle and Delta (other than pursuant to Section 2.01(b)) for a term extending at least until the Termination Date, which carry the Designator and are configured with seventy (70) or more seats (the “Replacement Aircraft”), Delta may, at its option, remove one CRJ-200 Aircraft and related Spare Engines from Pinnacle’s base fleet of one hundred twenty-four (124) CRJ-200 Aircraft (and related Spare Engines) for each Replacement Aircraft added to Pinnacle’s fleet; provided, however, that (1) Delta shall provide Pinnacle with at least six (6) months prior written notice of exercise of Delta’s option to remove Equipment from Pinnacle’s fleet pursuant to this provision, and (2) Delta shall receive the CRJ-200 Aircraft and related Spare Engines removed from Pinnacle’s fleet pursuant to this provision in “as is” condition, and, notwithstanding the terms of any of the applicable Leases to the contrary, Pinnacle shall not be required to meet the return conditions contained in the applicable Leases; (D) in the event of a Pinnacle Change of Control, Delta may, at its option, remove CRJ-200 Aircraft and related Spare Engines from Pinnacle’s fleet pursuant to Section 5.15(b) below; (E) from and after December 31, 2017, Delta may, at its option, remove CRJ-200 Aircraft and related Spare Engines from Pinnacle’s fleet upon the expiration of the applicable head leases; (F) Delta shall have the right, from time to time, to remove one (1) Spare Engine selected by Delta from Pinnacle, in accordance with the terms and conditions of this sub-section; provided, however, that if the removal of any such Spare Engine from Pinnacle would adversely affect Pinnacle’s ability to satisfy maintenance and operational requirements for its fleet, taking into account Pinnacle's fleet size at the time such request is made, Pinnacle may deny such request to remove the Spare Engine. After the removal of such Spare Engine from Pinnacle pursuant to the preceding sentence, if Pinnacle, due to its operational or maintenance requirements, reasonably determines that it requires the use of such Spare Engine that has been removed at Delta’s request, Pinnacle shall notify Delta of its determination and provide reasonable justification for such determination. Upon receipt of such request, Delta shall either return the requested Spare Engine to Pinnacle within thirty (30) calendar days, or provide a matching Spare Engine to Pinnacle in like configuration to the Spare Engine previously removed from Pinnacle’s fleet within thirty (30) calendar days. In the event Delta desires to exercise its rights hereunder, Delta will provide Pinnacle at least thirty (30) days notice, designating therein the Spare Engine to be removed. Delta may designate the same or a different Spare Engine in the event it shall exercise its rights hereunder on more than one occasion. Pinnacle shall re-deliver such Spare Engine to Delta in compliance with the applicable Return Conditions (as defined in the Lease for such Spare Engine (the “Spare Engine Lease”)), provided that such Spare Engine shall have a minimum of 1,000 cycles remaining until the next scheduled maintenance visit with Standard Aero and shall have all line replaceable units installed and in serviceable condition, as when the Spare Engine was originally delivered to Pinnacle. The Spare Engine Lease will be terminated at the date of re-delivery hereunder. As consideration for the foregoing, Delta shall pay to Pinnacle *** per month (prorated for any partial month) for the period from and including the termination date of the Spare Engine Lease and continuing until the earlier of (x) the Termination Date and (y) the date on which Delta returns such Spare Engine to Pinnacle and a new Spare Engine Lease is executed. Subject to the preceding sentence, should Delta determine to return such Spare Engine to Pinnacle, Delta (i) shall give Pinnacle thirty (30) days’ advance notice of each such return of a Spare Engine and (ii) shall return such Spare Engine to Pinnacle in compliance with the Return Conditions (as defined in the Spare Engine Lease), provided that such Spare Engine shall have a minimum of 1,000 cycles remaining until the next scheduled maintenance visit with Standard Aero and shall have all line replaceable units installed and be in serviceable condition, as when the Spare Engine was originally removed from Pinnacle’s fleet. At the time of return of each Spare Engine in accordance with the terms hereof, the Parties shall enter into a new Spare Engine Lease with respect to such Spare Engine, identical as to terms with the original Spare Engine Lease, excepting only the effective date of such new Spare Engine Lease; and (G) With respect to the additional QECs, the use of which Delta will provide to Pinnacle pursuant to the last sentence of Section 3.02(a)(i), Delta may request the removal of up to two (2) such QECs (left side plus neutral/right side plus neutral) from Pinnacle upon 30 days written notice to support other CRJ-200 fleet requirements, and Pinnacle shall not unreasonably delay its response or deny such request; provided, however, that if the removal of any such QECs from Pinnacle would adversely affect Pinnacle’s ability to satisfy maintenance and operational requirements for its fleet, taking into account Pinnacle's fleet size at the time such request is made, Pinnacle may deny such request to remove and re-position the QECs. After the removal of one or more QECs from Pinnacle pursuant to the preceding sentence, if Pinnacle, due to its operational or maintenance requirements, reasonably determines that it requires the use of any QECs that have been removed and re-positioned at Delta’s request, Pinnacle shall notify Delta of its determination and provide reasonable justification for such determination. Upon receipt of such request, Delta shall either return the requested quantity of QECs to Pinnacle within thirty (30) calendar days, or provide a matching quantity of QECs to Pinnacle in like configuration to those previously removed from Pinnacle’s fleet within thirty (30) calendar days. Delta agrees that the QECs it provides to Pinnacle to use shall be in serviceable condition at the time of such provision, and Pinnacle agrees that any QECs removed from its fleet by Delta shall be in serviceable condition at the time of such removal. Delta agrees to pay for all costs associated with the transportation of QECs to and from Pinnacle. In the event any Equipment is removed from Pinnacle’s fleet, Pinnacle shall cooperate with Delta in good faith with respect to transition services, transfer of aircraft records and related ancillary arrangements. For the avoidance of doubt, each of Delta’s Equipment removal rights pursuant to this Section 3.02(a)(ii) is independent of each other removal right, and the exercise of removal rights under one provision shall not reduce Delta’s removal rights under any other provision, except as it may effect Pinnacle’s determinations regarding the removal or need for replacement of QECs as set forth above.

Equipment Removal Rights. Delta Northwest and Pinnacle agree that Delta Northwest shall have the following equipment removal rights: (A) if Delta Northwest places CRJ-200 CRJ-200/440 Aircraft in Pinnacle’s fleet pursuant to the first second sentence of Section 3.02(a)(i), Delta Northwest shall have the right upon at least ninety (90) days prior written notice to remove one or more such CRJ-200 CRJ-200/440 Aircraft (and related Spare Engines) selected by Delta Northwest from Pinnacle’s fleet; (B) if Pinnacle has not reached an agreement with its pilots for a new collective bargaining agreement by March 31, 2007, Northwest shall have the right to remove from Pinnacle’s fleet up the CRJ-200/440 Aircraft placed with Pinnacle pursuant to the number first sentence of Section 3.02(a)(i) above and Northwest’s obligation to place additional CRJ-200/440 Aircraft added by Delta with Pinnacle pursuant to the first sentence of Section 3.02(a)(i).) above shall be terminated as of March 31, 2007; provided, however, that such Aircraft shall be removed at a rate of no more than three Aircraft in any one-month period; and further provided that if Pinnacle has reached an agreement with its pilots for a new collective bargaining agreement by March 31, 2007, then on or prior to the later of March 31, 2007 or the 30th day after Pinnacle reaches such an agreement, Northwest shall designate, in its sole discretion, either a three (3) year term or a ten (10) year term (commencing effective as of January 1, 2007) for all of the CRJ-200/440 Aircraft placed (or to be placed) with Pinnacle pursuant to the first sentence of Section 3.02(a)(i) above, and such Aircraft shall be removed from Pinnacle’s fleet at the expiration of such time period; (BC) from and after the date on which Pinnacle has entered into an agreement with one or more other air carriers other than Delta with respect to the operation of at least twenty (20) additional regional jet aircraft in Pinnacle’s fleet, Delta Northwest may, at its option, elect to remove one (1) CRJ-200 CRJ-200/440 Aircraft and related Spare Engines selected by Delta Northwest from Pinnacle’s base fleet of one hundred twenty-four (124) CRJ-200 CRJ-200/440 Aircraft (and related Spare Engines) for every two (2) regional jet aircraft operated for such other air carrier(s) which are added to Pinnacle’s fleet above the twenty (20) additional regional jet aircraft operated for such other air carrier(s); provided, however, that (1) Delta Northwest shall provide Pinnacle with at least six (6) months prior written notice of exercise of DeltaNorthwest’s option to remove Equipment from Pinnacle’s fleet pursuant to this provision, (2) Delta Northwest shall not remove more than twenty (20) CRJ-200 CRJ-200/440 Aircraft and related Spare Engines from Pinnacle’s fleet pursuant to this provision, and in any twelve month period Delta Northwest shall not remove more than five (5) CRJ-200 CRJ-200/440 Aircraft and related Spare Engines from Pinnacle’s fleet Fleet pursuant to this provision, (3) the CRJ-200 CRJ-200/440 Aircraft and related Spare Engines removed from Pinnacle’s fleet pursuant to this provision shall not be operated with the Designator and shall not be operated by a third party under any type of operating, codeshare or other arrangement with DeltaNorthwest, and (4) Delta Northwest shall receive the CRJ-200 Aircraft and related Spare Engines removed from Pinnacle’s fleet pursuant to this provision in “as is” condition, and, notwithstanding the terms of any of the applicable Leases to the contrary, Pinnacle shall not be required to meet the return conditions contained in the applicable Leases; (C) from and after the date on which additional aircraft are added to Pinnacle’s fleet pursuant to this Agreement or any other agreement between Pinnacle and Delta (other than pursuant to Section 2.01(b)) for a term extending at least until the Termination Date, which carry the Designator and are configured with seventy (70) or more seats (the “Replacement Aircraft”), Delta may, at its option, remove one CRJ-200 Aircraft and related Spare Engines from Pinnacle’s base fleet of one hundred twenty-four (124) CRJ-200 Aircraft (and related Spare Engines) for each Replacement Aircraft added to Pinnacle’s fleet; provided, however, that (1) Delta shall provide Pinnacle with at least six (6) months prior written notice of exercise of Delta’s option to remove Equipment from Pinnacle’s fleet pursuant to this provision, and (2) Delta shall receive the CRJ-200 CRJ-200/440 Aircraft and related Spare Engines removed from Pinnacle’s fleet pursuant to this provision in “as is” condition, and, notwithstanding the terms of any of the applicable Leases to the contrary, Pinnacle shall not be required to meet the return conditions contained in the applicable Leases; (D) from and after the date on which additional aircraft are added to Pinnacle’s fleet for a term extending at least until the Termination Date, which carry the Designator and are configured with seventy (70) or more seats (the “Replacement Aircraft”), Northwest may, at its option, remove one CRJ-200/440 Aircraft and related Spare Engines from Pinnacle’s base fleet of one hundred twenty-four (124) CRJ-200/440 Aircraft (and related Spare Engines) for each Replacement Aircraft added to Pinnacle’s fleet; provided, however, that (1) Northwest shall provide Pinnacle with at least six (6) months prior written notice of exercise of Northwest’s option to remove Equipment from Pinnacle’s fleet pursuant to this provision, and (2) Northwest shall receive the CRJ-200/440 Aircraft and related Spare Engines removed from Pinnacle’s fleet pursuant to this provision in “as is” condition, and, notwithstanding the terms of any of the applicable Leases to the contrary, Pinnacle shall not be required to meet the return conditions contained in the applicable Leases; (E) Pinnacle acknowledges that on September 14, 2000 Xxxxxxxxx filed for bankruptcy protection under Chapter 11 of the United States Bankruptcy Code and Northwest’s bankruptcy proceeding is pending in the United States Bankruptcy Court in the Southern District of New York (the “Bankruptcy Court”). If, prior to Northwest’s emergence from bankruptcy, an agreement is reached between Northwest and another Major Carrier that is intended to result in a merger of the carriers or the acquisition of one carrier by the other, Northwest may, at its option, elect prior to Northwest’s emergence from bankruptcy to remove any Aircraft (and related Spare Engines) placed in Pinnacle’s fleet pursuant to Section 3.02(a)(i) above plus up to twenty-four (24) additional Aircraft (and related Spare Engines) (the “Twenty-Four Aircraft”); provided, however that such Aircraft (and related Spare Engines) shall be removed at a rate of no more than three Aircraft (and related Spare Engines) being removed in any one-month period, and Northwest shall receive such Aircraft (and related Spare Engines) removed from Pinnacle’s fleet pursuant to this provision in “as is” condition, and, notwithstanding the terms of any of the applicable Leases to the contrary, Pinnacle shall not be required to meet the return conditions contained in the applicable Leases; (F) from and after January 1, 2008, in the event of a Pinnacle Change of Control, Delta Northwest may, at its option, remove CRJ-200 CRJ-200/440 Aircraft and related Spare Engines from Pinnacle’s fleet pursuant to Section 5.15(b) below;; and (EG) from and after December 31, 2017, Delta Northwest may, at its option, remove CRJ-200 CRJ-200/440 Aircraft and related Spare Engines from Pinnacle’s fleet upon the expiration of the applicable head leases; (F) Delta shall have the right, from time to time, to remove one (1) Spare Engine selected by Delta from Pinnacle, in accordance with the terms and conditions of this sub-section; provided, however, that if the removal of any such Spare Engine from Pinnacle would adversely affect Pinnacle’s ability to satisfy maintenance and operational requirements for its fleet, taking into account Pinnacle's fleet size at the time such request is made, Pinnacle may deny such request to remove the Spare Engine. After the removal of such Spare Engine from Pinnacle pursuant to the preceding sentence, if Pinnacle, due to its operational or maintenance requirements, reasonably determines that it requires the use of such Spare Engine that has been removed at Delta’s request, Pinnacle shall notify Delta of its determination and provide reasonable justification for such determination. Upon receipt of such request, Delta shall either return the requested Spare Engine to Pinnacle within thirty (30) calendar days, or provide a matching Spare Engine to Pinnacle in like configuration to the Spare Engine previously removed from Pinnacle’s fleet within thirty (30) calendar days. In the event Delta desires to exercise its rights hereunder, Delta will provide Pinnacle at least thirty (30) days notice, designating therein the Spare Engine to be removed. Delta may designate the same or a different Spare Engine in the event it shall exercise its rights hereunder on more than one occasion. Pinnacle shall re-deliver such Spare Engine to Delta in compliance with the applicable Return Conditions (as defined in the Lease for such Spare Engine (the “Spare Engine Lease”)), provided that such Spare Engine shall have a minimum of 1,000 cycles remaining until the next scheduled maintenance visit with Standard Aero and shall have all line replaceable units installed and in serviceable condition, as when the Spare Engine was originally delivered to Pinnacle. The Spare Engine Lease will be terminated at the date of re-delivery hereunder. As consideration for the foregoing, Delta shall pay to Pinnacle *** per month (prorated for any partial month) for the period from and including the termination date of the Spare Engine Lease and continuing until the earlier of (x) the Termination Date and (y) the date on which Delta returns such Spare Engine to Pinnacle and a new Spare Engine Lease is executed. Subject to the preceding sentence, should Delta determine to return such Spare Engine to Pinnacle, Delta (i) shall give Pinnacle thirty (30) days’ advance notice of each such return of a Spare Engine and (ii) shall return such Spare Engine to Pinnacle in compliance with the Return Conditions (as defined in the Spare Engine Lease), provided that such Spare Engine shall have a minimum of 1,000 cycles remaining until the next scheduled maintenance visit with Standard Aero and shall have all line replaceable units installed and be in serviceable condition, as when the Spare Engine was originally removed from Pinnacle’s fleet. At the time of return of each Spare Engine in accordance with the terms hereof, the Parties shall enter into a new Spare Engine Lease with respect to such Spare Engine, identical as to terms with the original Spare Engine Lease, excepting only the effective date of such new Spare Engine Lease; and (G) With respect to the additional QECs, the use of which Delta will provide to Pinnacle pursuant to the last sentence of Section 3.02(a)(i), Delta may request the removal of up to two (2) such QECs (left side plus neutral/right side plus neutral) from Pinnacle upon 30 days written notice to support other CRJ-200 fleet requirements, and Pinnacle shall not unreasonably delay its response or deny such request; provided, however, that if the removal of any such QECs from Pinnacle would adversely affect Pinnacle’s ability to satisfy maintenance and operational requirements for its fleet, taking into account Pinnacle's fleet size at the time such request is made, Pinnacle may deny such request to remove and re-position the QECs. After the removal of one or more QECs from Pinnacle pursuant to the preceding sentence, if Pinnacle, due to its operational or maintenance requirements, reasonably determines that it requires the use of any QECs that have been removed and re-positioned at Delta’s request, Pinnacle shall notify Delta of its determination and provide reasonable justification for such determination. Upon receipt of such request, Delta shall either return the requested quantity of QECs to Pinnacle within thirty (30) calendar days, or provide a matching quantity of QECs to Pinnacle in like configuration to those previously removed from Pinnacle’s fleet within thirty (30) calendar days. Delta agrees that the QECs it provides to Pinnacle to use shall be in serviceable condition at the time of such provision, and Pinnacle agrees that any QECs removed from its fleet by Delta shall be in serviceable condition at the time of such removal. Delta agrees to pay for all costs associated with the transportation of QECs to and from Pinnacle. In the event any Equipment is removed from Pinnacle’s fleet, Pinnacle shall cooperate with Delta Northwest in good faith with respect to transition services, transfer of aircraft records and related ancillary arrangements. For the avoidance of doubt, each of DeltaNorthwest’s Equipment removal rights pursuant to this Section 3.02(a)(ii) is independent of each other removal right, and the exercise of removal rights under one provision shall not reduce DeltaNorthwest’s removal rights under any other provision, except as it may effect Pinnacle’s determinations regarding the removal or need for replacement of QECs as set forth above.

Equipment Removal Rights. Delta and Pinnacle agree that Delta shall have the following equipment removal rights: (A) if Delta places CRJ-200 additional Aircraft in Pinnacle’s fleet pursuant to the first sentence of Section 3.02(a)(i), Delta shall have the right upon at least ninety (90) days prior written notice to remove one or more such CRJ-200 Aircraft (and related Spare Engines) selected by Delta from Pinnacle’s fleet up to the number of Aircraft added by Delta pursuant to Section 3.02(a)(i). (B) from and after the date on which Pinnacle has entered into an agreement with one or more air carriers other than Delta with respect to the operation of at least twenty (20) additional regional jet aircraft in Pinnacle’s fleet, Delta may, at its option, elect to remove one (1) CRJ-200 Aircraft and related Spare Engines selected by Delta from Pinnacle’s base fleet of one hundred twenty-four forty (124140) CRJ-200 Aircraft (and related Spare Engines) for every two (2) regional jet aircraft operated for such other air carrier(s) which are added to Pinnacle’s fleet above the twenty (20) additional regional jet aircraft operated for such other air carrier(s); provided, however, that (1) Delta shall provide Pinnacle with at least six (6) months prior written notice of exercise of Delta’s option to remove Equipment from Pinnacle’s fleet pursuant to this provision, (2) Delta shall not remove more than twenty (20) CRJ-200 Aircraft and related Spare Engines from Pinnacle’s fleet pursuant to this provision, and in any twelve month period Delta shall not remove more than five (5) CRJ-200 Aircraft and related Spare Engines from Pinnacle’s fleet pursuant to this provision, (3) the CRJ-200 Aircraft and related Spare Engines removed from Pinnacle’s fleet pursuant to this provision shall not be operated with the Designator and shall not be operated by a third party under any type of operating, codeshare or other arrangement with Delta, and (4) Delta shall receive the CRJ-200 Aircraft and related Spare Engines removed from Pinnacle’s fleet pursuant to this provision in “as is” condition, and, notwithstanding the terms of any of the applicable Leases to the contrary, Pinnacle shall not be required to meet the return conditions contained in the applicable Leases; (C) from and after the date on which additional aircraft are added to Pinnacle’s fleet pursuant to this Agreement or any other agreement between Pinnacle and Delta (other than pursuant to Section 2.01(b)) for a term extending at least until the Termination Date, which carry the Designator and are configured with seventy (70) or more seats (the “Replacement Aircraft”), Delta may, at its option, remove one CRJ-200 Aircraft and related Spare Engines from Pinnacle’s base fleet of one hundred twenty-four forty (124140) CRJ-200 Aircraft (and related Spare Engines) for each Replacement Aircraft added to Pinnacle’s fleet; provided, however, that (1) Delta shall provide Pinnacle with at least six (6) months prior written notice of exercise of Delta’s option to remove Equipment from Pinnacle’s fleet pursuant to this provision, and (2) Delta shall receive the CRJ-200 Aircraft and related Spare Engines removed from Pinnacle’s fleet pursuant to this provision in “as is” condition, and, notwithstanding the terms of any of the applicable Leases to the contrary, Pinnacle shall not be required to meet the return conditions contained in the applicable Leases; (D) in the event of a Pinnacle Change of Control, Delta may, at its option, remove CRJ-200 Aircraft and related Spare Engines from Pinnacle’s fleet pursuant to Section 5.15(b) below; (E) from and after December 31, 2017, Delta may, at its option, remove CRJ-200 Aircraft and related Spare Engines from Pinnacle’s fleet upon the expiration of the applicable head leases; (F) Delta shall have the right, from time to time, to remove one (1) Spare Engine selected by Delta from Pinnacle, in accordance with the terms and conditions of this sub-section; provided, however, that if the removal of any such Spare Engine from Pinnacle would adversely affect Pinnacle’s ability to satisfy maintenance and operational requirements for its fleet, taking into account Pinnacle's fleet size at the time such request is made, Pinnacle may deny such request to remove the Spare Engine. After the removal of such Spare Engine from Pinnacle pursuant to the preceding sentence, if Pinnacle, due to its operational or maintenance requirements, reasonably determines that it requires the use of such Spare Engine that has been removed at Delta’s request, Pinnacle shall notify Delta of its determination and provide reasonable justification for such determination. Upon receipt of such request, Delta shall either return the requested Spare Engine to Pinnacle within thirty (30) calendar days, or provide a matching Spare Engine to Pinnacle in like configuration to the Spare Engine previously removed from Pinnacle’s fleet within thirty (30) calendar days. In the event Delta desires to exercise its rights hereunder, Delta will provide Pinnacle at least thirty (30) days notice, designating therein the Spare Engine to be removed. Delta may designate the same or a different Spare Engine in the event it shall exercise its rights hereunder on more than one occasion. Pinnacle shall re-deliver such Spare Engine to Delta in compliance with the applicable Return Conditions (as defined in the Lease for such Spare Engine (the “Spare Engine Lease”)), provided that such Spare Engine shall have a minimum of 1,000 cycles remaining until the next scheduled maintenance visit with Standard Aero and shall have all line replaceable units installed and in serviceable condition, as when the Spare Engine was originally delivered to Pinnacle. The Spare Engine Lease will be terminated at the date of re-delivery hereunder. As consideration for the foregoing, Delta shall pay to Pinnacle [*** *] per month (prorated for any partial month) for the period from and including the termination date of the Spare Engine Lease and continuing until the earlier of (x) the Termination Date and (y) the date on which Delta returns such Spare Engine to Pinnacle and a new Spare Engine Lease is executed. Subject to the preceding sentence, should Delta determine to return such Spare Engine to Pinnacle, Delta (i) shall give Pinnacle thirty (30) days’ advance notice of each such return of a Spare Engine and (ii) shall return such Spare Engine to Pinnacle in compliance with the Return Conditions (as defined in the Spare Engine Lease), provided that such Spare Engine shall have a minimum of 1,000 cycles remaining until the next scheduled maintenance visit with Standard Aero and shall have all line replaceable units installed and be in serviceable condition, as when the Spare Engine was originally removed from Pinnacle’s fleet. At the time of return of each Spare Engine in accordance with the terms hereof, the Parties shall enter into a new Spare Engine Lease with respect to such Spare Engine, identical as to terms with the original Spare Engine Lease, excepting only the effective date of such new Spare Engine Lease; and (G) With respect to the additional QECs, the use of which Delta will provide to Pinnacle pursuant to the last sentence of Section 3.02(a)(i), Delta may request the removal of up to two (2) such QECs (one left side plus neutral/neutral and one right side plus neutral) from Pinnacle upon 30 days written notice to support other CRJ-200 fleet requirements, and Pinnacle shall not unreasonably delay its response or deny such request; provided, however, that if the removal of any such QECs from Pinnacle would adversely affect Pinnacle’s ability to satisfy maintenance and operational requirements for its fleet, taking into account Pinnacle's fleet size at the time such request is made, Pinnacle may deny such request to remove and re-position the QECs. After the removal of one or more QECs from Pinnacle pursuant to the preceding sentence, if Pinnacle, due to its operational or maintenance requirements, reasonably determines that it requires the use of any QECs that have been removed and re-positioned at Delta’s request, Pinnacle shall notify Delta of its determination and provide reasonable justification for such determination. Upon receipt of such request, Delta shall either return the requested quantity of QECs to Pinnacle within thirty (30) calendar days, or provide a matching quantity of QECs to Pinnacle in like configuration to those previously removed from Pinnacle’s fleet within thirty (30) calendar days. Delta agrees that the QECs it provides to Pinnacle to use shall be in serviceable condition at the time of such provision, and Pinnacle agrees that any QECs removed from its fleet by Delta shall be in serviceable condition at the time of such removal. Delta agrees to pay for all costs associated with the transportation of QECs to and from Pinnacle. In the event any Equipment is removed from Pinnacle’s fleet, Pinnacle shall cooperate with Delta in good faith with respect to transition services, transfer of aircraft records and related ancillary arrangements. For the avoidance of doubt, each of Delta’s Equipment removal rights pursuant to this Section 3.02(a)(ii) is independent of each other removal right, and the exercise of removal rights under one provision shall not reduce Delta’s removal rights under any other provision, except as it may effect Pinnacle’s determinations regarding the removal or need for replacement of QECs as set forth above.