Common use of Flight Schedules Clause in Contracts

Flight Schedules. Continental shall, in its sole discretion, establish and publish all schedules for the Covered Aircraft, including determining the city-pairs served, frequencies, utilization and timing of scheduled arrivals and departures, and charter flights and ferry flights; provided that such schedules shall be subject to Reasonable Operating Constraints. Consistent with past practices, Continental shall also be entitled, at any time prior to takeoff, to direct Contractor to delay or cancel a Scheduled Flight for ATC or weather related purposes, and Contractor shall take all necessary and reasonable action to give effect to any such direction. Contractor and Continental shall meet monthly (but not later than the fourth Friday of each calendar month) to review the planned flight schedules for the Covered Aircraft for each of the next 11 months. Prior to such meeting, Continental shall prepare and distribute a rolling forecast of planned operational levels and associated statistics for the Covered Aircraft for each of the next 11 months. At such meeting, Continental shall present a three month schedule that will include a proposed Final Monthly Schedule for the next calendar month and a detailed schedule for the two months following the Final Monthly Schedule. At such meeting, Continental shall review and consider any changes to the planned flight schedule for the Covered Aircraft, including the proposed Final Monthly Schedule, suggested by Contractor. Following such monthly meeting, Continental shall make such adjustments to the proposed Final Monthly Schedule as it deems appropriate (subject to Reasonable Operating Constraints), and, not later than three Business Days prior to the beginning of each calendar month, will deliver to Contractor the Final Monthly Schedule. Notwithstanding the foregoing, Continental shall not schedule any Scheduled Flights with respect to any Covered Aircraft in the ten days immediately prior to the anticipated withdrawal of such Covered Aircraft pursuant to a Wind-Down Schedule delivered pursuant to Article VIII of this Agreement (other than a Wind-Down Schedule delivered in connection with a termination pursuant to Section 8.02(a)).

Flight Schedules. Continental United shall, in its sole discretion, establish and publish all schedules for the Covered AircraftAircraft (such scheduled flights, together with Charter Flights, referred to herein as “Scheduled Flights”), including determining the city-city- pairs served, frequencies, utilization and timing of scheduled arrivals and departures, and charter shall, in its sole discretion, make all determinations regarding the establishment and scheduling of any flights and ferry flightsother than Scheduled Flights; provided that such schedules shall be subject to Reasonable Operating ConstraintsConstraints and Conditions and the provisions of this Section 2.1; and provided further that Contractor shall operate all Charter Flights in accordance with the provisions set forth on Exhibit P; and provided further that Scheduled Flights may include flights from a maintenance base to any Applicable Airport or from one Hub Airport to another Hub Airport. Consistent with past practices, Continental United shall also be entitled, in its sole discretion and at any time prior to takeoff, to direct Contractor to delay or cancel a Scheduled Flight Flight, including without limitation for delays and cancellations that are ATC or weather related purposesrelated, and Contractor shall take all necessary and reasonable action to give effect to any such direction. Except as otherwise provided in the last sentence of this Section 2.1(c), any Scheduled Flight canceled at United’s direction shall be coded in accordance with United’s standard practices as an Uncontrollable Cancelation for all purposes hereunder. Contractor shall be entitled to make such maintenance, ferry and Continental shall meet monthly (but not later than repositioning flights as may be required to facilitate the fourth Friday proper maintenance of each calendar month) to review the planned flight schedules for the Covered Aircraft for each of or to accommodate the next 11 months. Prior to such meeting, Continental shall prepare and distribute a rolling forecast of planned operational levels and associated statistics for the Covered Aircraft for each of the next 11 monthsScheduled Flights. At such meetingleast sixty (60) calendar days prior to the first day of each month to which a proposed Final Monthly Schedule relates, Continental United shall present a three month planned flight schedule that will include for such month, together with a proposed Final Monthly Schedule for the next calendar month following two (2) months (the “Initial Proposed Monthly Schedule”). In addition, United may from time to time submit to Contractor a schedule of proposed block hours for future periods and request confirmation from Contractor as to its availability to operate the Covered Aircraft for such number of block hours, and Contractor shall respond in a detailed schedule for timely manner to any such request (it being understood that, notwithstanding any such request or response, the two months following Scheduled Flights shall operate in accordance with the applicable Final Monthly Schedule). At such meeting, Continental United shall review and consider any changes to the planned flight schedule for the Covered Aircraft, including the proposed Final Initial Proposed Monthly Schedule, suggested by Contractor. Not later than forty-five (45) calendar days prior to the beginning of the calendar month to which a proposed Final Monthly Schedule relates, United will deliver to Contractor the Final Monthly Schedule. Following such monthly meetingdelivery of the Final Monthly Schedule, Continental shall however, United may make such adjustments to the proposed such Final Monthly Schedule as it deems appropriate (subject to Reasonable Operating ConstraintsConstraints and Conditions), and, ; provided that such adjustments by United shall not later than three Business Days prior require more flight crew resources to the beginning of each calendar month, will deliver to Contractor operate the Final Monthly Schedule, based on reasonable flight crew requirements, than the flight crew resources that would have been necessary to operate the Initial Proposed Monthly Schedule. Notwithstanding In addition, if, after such delivery of the foregoingFinal Monthly Schedule, Continental shall United decides to adjust the Final Monthly Schedule by removing a flight either (x) at Contractor’s request or (y) because United reasonably determines, in good faith, that (I) (after having consulted directly with a designated point of contact with Contractor in an effort to resolve any concerns regarding Contractor’s ability to perform) such flight would have resulted in a Controllable Cancellation and (II) Contractor has not schedule any Scheduled Flights acted in accordance with, or complied with respect to any Covered Aircraft United Express’s standard and/or customary operating policy and/or past practices in the ten days immediately prior promptly and accurately, to the anticipated withdrawal best of its knowledge, notifying United of Contractor’s ability to perform such flight, then, in each case of clause (x) and (y), notwithstanding the removal of such Covered Aircraft pursuant flight from the Final Monthly Schedule, such flight shall be deemed to have resulted in a Wind-Down Schedule delivered pursuant to Article VIII of this Agreement (other than a Wind-Down Schedule delivered in connection with a termination pursuant to Section 8.02(a))Controllable Cancellation for all purposes hereunder.

Flight Schedules. Continental and/or its affiliates, including United Air Lines, Inc., shall, in its sole discretion, establish and publish all schedules for the Covered AircraftAircraft (such scheduled flights, together with Charter Flights and ferry flights required to accommodate such scheduled flights and Charter Flights or otherwise made at Continental's request, referred to herein as “Scheduled Flights”), including determining the city-pairs served, frequencies, utilization and timing of scheduled arrivals and departures, and charter flights shall, in its sole discretion, make all determinations regarding the establishment and ferry flightsscheduling of any Charter Flights; provided that such schedules shall be subject to Reasonable Operating Constraints. Consistent with past practices, Continental shall also be entitled, in its sole discretion and at any time prior to takeoff, to direct Contractor to delay or cancel a Scheduled Flight Flight, including without limitation for delays and cancellations that are ATC or weather related purposesrelated, and Contractor shall take all necessary and reasonable action to give effect to any such direction. Contractor and Continental shall meet monthly (but not later than the fourth Friday of each calendar month) to review the planned flight schedules for the Covered Aircraft for each of the next 11 months. Prior to such meeting, Continental shall prepare and distribute a rolling forecast of planned operational levels and associated statistics for the Covered Aircraft for each of the next 11 six months. At such meeting, Continental shall present a three month planned flight schedule that will include for the Covered Aircraft for each of the next six months, including a proposed Final Monthly Schedule for the next calendar month and a detailed schedule for the two months following the Final Monthly Schedulemonth. At such meeting, Continental shall review and consider any changes to the planned flight schedule for the Covered Aircraft, including the proposed Final Monthly Schedule, suggested by Contractor. Not later than three Business Days prior to the beginning of each calendar month, Continental will deliver to Contractor the Final Monthly Schedule. Following such monthly meetingmeetings and delivery of the Final Monthly Schedule, however, Continental shall may make such adjustments to the proposed Final Monthly Schedule as it deems appropriate (subject to Reasonable Operating Constraints), and, not later than three Business Days prior to the beginning of each calendar month, will deliver to Contractor the Final Monthly Schedule. Notwithstanding the foregoing, Continental shall not schedule any Scheduled Flights with respect to any Covered Aircraft in the ten days immediately prior to the anticipated withdrawal of such Covered Aircraft pursuant to a Wind-Down Schedule delivered pursuant to Article VIII of this Agreement (other than a Wind-Down Schedule delivered in connection with a termination pursuant to Section 8.02(a)).

Flight Schedules. Continental (i) Subject to the terms and conditions of this Agreement, including, but not limited to, Sections 2.01(b)(ii), 2.01(b)(iii) and 8.04, United shall, in its sole discretion, establish and publish all schedules for the Covered Aircraft (such scheduled flights, together with Charter Flights, flights otherwise made at United’s request, Maintenance Flights and any flights using Spare Aircraft, referred to herein collectively as “Scheduled Flights”), including determining the city-pairs served, frequencies, utilization and timing of scheduled arrivals and departures, and charter shall, in its sole discretion, make all determinations regarding the establishment and scheduling of any flights and ferry flightsother than Scheduled Flights; provided provided, that such schedules shall be subject to Reasonable Operating Constraints. Consistent Constraints and Conditions, it being understood for the avoidance of doubt, however, that, in anticipation of the removal of aircraft from the capacity purchase provisions of this Agreement, aircraft shall be removed from scheduled service in compliance with past practices, Continental the provisions of Annex B to each of the Covered Aircraft Subleases (the form of which is attached hereto as Exhibit B); and provided further that Contractor shall operate all Charter Flights in accordance with the provisions set forth on Exhibit O. United shall also be entitled, in its sole discretion and at any time prior to takeoff, to direct Contractor to delay or cancel a Scheduled Flight Flight, including without limitation for delays and cancellations that are ATC or weather related purposesrelated, and Contractor shall take all necessary and reasonable action to give effect to any such direction. Contractor and Continental shall meet monthly (but not Not later than the fourth Wednesday of each calendar month, United shall provide Contractor with a planned flight schedule for the Covered Aircraft (other than Spare Aircraft), taking into account Reasonable Operating Constraints and Conditions, for each of the next four months (the “Proposed Schedule”). On the fourth Friday of each calendar month) , Contractor and United shall meet to review the planned flight schedules for the Covered Aircraft for each of the next 11 months. Prior to such meeting, Continental shall prepare and distribute a rolling forecast of planned operational levels and associated statistics for the Covered Aircraft for each of the next 11 months. At such meeting, Continental shall present a three month schedule that will include a proposed Final Monthly Schedule for the next calendar month and a detailed schedule for the two months following the Final Monthly Proposed Schedule. At such meeting, Continental United shall review and consider any changes to the planned flight schedule for the Covered Aircraft, including the proposed Final Monthly Schedule, Proposed Schedule suggested by Contractor. Not later than five Business Days prior to the beginning of each calendar month, or, if later, the day after such meeting, United will deliver to Contractor the Final Monthly Schedule. Following such monthly meetingmeetings, Continental shall delivery of the Final Monthly Schedule and consideration by United of such changes to the Proposed Schedule as suggested by Contractor, however, United may make such adjustments to the proposed Final Monthly Schedule as it deems appropriate (subject to Reasonable Operating ConstraintsConstraints and Conditions). (ii) Subject to Section 8.04, United agrees to (i) discontinue all flight operations of Covered Aircraft (which, for the avoidance of doubt, exclude spoke flight operations from a United Hub Airport or spoke location) at *** by ***, and (ii) use commercially reasonable efforts to discontinue all flight operations of Covered Aircraft (which, for the avoidance of doubt, exclude spoke flight operations from a United Hub Airport or spoke location) (y) at *** by *** and (z) at *** by ***; provided that, if both (I) United delivers to Contractor an irrevocable notice of withdrawal with respect to ten (10) or more aircraft on or before the date that is sixty (60) days prior to *** and (II) Contractor fails to comply in all material respects with Section 2.09 of this Agreement and Annex B to the Covered Aircraft Sublease with respect to such Covered Aircraft to be so withdrawn from the capacity purchase provisions of this Agreement, then, in addition to (and not in limitation of any of) United’s other rights under this Agreement, United shall in no circumstance be deemed to be in breach of the foregoing clause (i) until thirty (30) days after Contractor has so complied; provided further, that, solely with respect to ***, if both (I) United delivers to Contractor an irrevocable notice of withdrawal with respect to *** or more aircraft on or before the date that is sixty (60) days prior to *** and (II) Contractor fails to comply in all material respects with Section 2.09 of this Agreement and Annex B to the Covered Aircraft Sublease with respect to such Covered Aircraft to be so withdrawn from the capacity purchase provisions of this Agreement, then, in addition to (and not in limitation of any of) United’s other rights under this Agreement, United shall in no circumstance be deemed to be in breach of the foregoing clause (ii) until thirty (30) days after Contractor has so complied; provided further, that, if both (I) United is unable to comply with the preceding clauses (y) or (z) and (II) Contractor has complied in all material respects with Section 2.09 of this Agreement and Annex B to the Covered Aircraft Sublease with respect to Covered Aircraft to be withdrawn from the capacity purchase provisions of this Agreement by ***, with respect to ***, or ***, with respect to ***, as the case may be, then United and Contractor shall cooperate in good faith to increase the “per block hour” rate set forth on Schedule 3 (any such modified “per block hour rate”, a “Modified Block Hour Rate”) in respect of only the Covered Aircraft for which flight operations have not been so discontinued at *** and/or *** (excluding, for the avoidance of doubt, spoke flight operations to *** or *** from a United Hub Airport or spoke location), as the case may be (any such aircraft, “Continuing Aircraft”), by an amount which reimburses Contractor for the incremental costs that Contractor would have reasonably avoided if such flight operations had been discontinued as provided in the preceding clauses (y) and/or (z), as the case may be; provided further, that, in respect of each Continuing Aircraft, the effectiveness of any such Modified Block Hour Rate shall commence as of either (a) in the case of United’s inability to discontinue operations as contemplated in clause (y), *** or (b) in the case of United’s inability to discontinue operations as contemplated in clause (z), *** and, in each case, shall continue until each such Continuing Aircraft is no longer subject to flight operations in *** or ***, as the case may be (which, for the avoidance of doubt, excludes spoke flight operations from a United Hub Airport or spoke location); provided further, for the avoidance of doubt, that United agrees that it shall not later than three Business Days prior specify dates for such withdrawal of any aircraft to the beginning extent that such designation would cause Contractor to be required to remove from the capacity purchase provisions of each this Agreement more than *** aircraft during any calendar month, will deliver to Contractor the Final Monthly Schedule. month in calendar year ***. (iii) Notwithstanding the foregoing, Continental shall not schedule effective as of the date first set forth above, in respect of any Scheduled Flights with respect to scheduled period, if United submits any Proposed Schedule which provides for average daily scheduled utilization measured in the aggregate for the Covered Aircraft fleet (excluding Spare Aircraft) available to schedule (“Average Utilization”) greater than either (x) for the calendar months of January, February, April, May, September, October, November and December, *** hours per aircraft per day or (y) for the calendar months of March, June, July and August, *** hours per aircraft per day (such utilization levels, in the ten prior clauses (x) and (y), as applicable, the “Maximum Utilization Levels”), then Contractor shall have the option, upon delivering to United written notice greater than 100 calendar days immediately prior to the anticipated withdrawal commencement of such Covered Aircraft pursuant applicable scheduled period, to request for any reason a schedule reduction to reduce the Average Utilization to the applicable Maximum Utilization Level or to a Wind-Down greater level as specified by Contractor (a “Schedule Reduction Request”). Upon receipt of a Schedule Reduction Request, United shall amend the Proposed Schedule initially delivered pursuant by United to Article VIII Contractor to reduce the Average Utilization reflected in such Proposed Schedule to the applicable Maximum Utilization Level or to a greater level as specified by Contractor and such reduction shall thereafter be reflected in the applicable Final Monthly Schedule (a “Schedule Reduction”); provided that any flights canceled due to any such Schedule Reduction shall not be deemed Controllable Cancellations and shall be deemed Uncontrollable Cancellations; provided further that, if the Schedule Reduction Request is not timely submitted in accordance with the requirements of this Section 2.01(b)(iii), then such flights included in the Schedule Reduction Request, if canceled, shall be deemed Controllable Cancellations for all purposes under this Agreement (other than a Wind-Down Schedule delivered except as otherwise provided in connection with a termination pursuant to Section 8.02(a))this Agreement.

Flight Schedules. Continental Frontier shall, in its sole discretion, establish and publish all schedules for the Covered AircraftAircraft (such scheduled flights, together with Charter Flights and ferry flights required to accommodate such scheduled flights and Charter Flights or otherwise made at Frontier's request, referred to herein as “Scheduled Flights”), including determining the city-pairs served, frequencies, utilization and timing of scheduled arrivals and departures, and charter flights shall, in its sole discretion, make all determinations regarding the establishment and ferry flightsscheduling of any Charter Flights; provided that such schedules shall be subject to Reasonable Operating Constraints. Consistent with past practices, Continental Frontier shall also be entitled, in its sole discretion and at any time prior to takeoff, to direct Contractor RAI to delay or cancel a Scheduled Flight Flight, including without limitation for ATC delays and cancellations that are air traffic control or weather related purposesrelated, and Contractor RAI shall take all necessary and reasonable action to give effect to any such direction, provided, however, that such delays or cancellations will not violate the minimum scheduling parameters of Exhibit G. Subject to the notice requirement set forth in Section 4.08 regarding international service, Frontier will provide RAI with a preliminary schedule in a Standard Schedule Input Message (“SSIM”) file format 45 days prior to the first day of the month to which the preliminary schedule relates. Contractor RAI will review the proposed schedule and Continental shall meet monthly (but not provide feedback to Frontier no later than seven days following receipt of the fourth Friday of each calendar month) to review the planned flight schedules preliminary schedule by RAI. Frontier will send RAI a Final Monthly Schedule, together with operational assumptions for the month (the “Operational Assumptions”), including without limitation the weighted average number of Covered Aircraft for each of the next 11 months. Prior to such meetingAircraft, Continental shall prepare estimated passengers, revenue passenger miles, departures, block hours, and distribute a rolling forecast of planned operational levels and associated statistics for the Covered Aircraft for each of the next 11 months. At such meetingflights hours, Continental shall present a three month schedule that will include a proposed Final Monthly Schedule for the next calendar month and a detailed schedule for the two months following based on the Final Monthly Schedule. At such meeting, Continental shall review and consider any changes no later than two Business Days following receipt of RAI's comments to the planned flight schedule for preliminary schedule. Following delivery of the Covered Aircraft, including the proposed Final Monthly Schedule, suggested by Contractor. Following such monthly meetinghowever, Continental shall Frontier may make such adjustments to the proposed Final Monthly Schedule as it deems appropriate (subject to Reasonable Operating Constraints), and, not later than three Business Days prior to the beginning of each calendar month, will deliver to Contractor the Final Monthly Schedule. Notwithstanding the foregoing, Continental shall not schedule any Scheduled Flights with respect to any Covered Aircraft in the ten days immediately prior to the anticipated withdrawal of such Covered Aircraft pursuant to a Wind-Down Schedule delivered pursuant to Article VIII of this Agreement (other than a Wind-Down Schedule delivered in connection with a termination pursuant to Section 8.02(a)).

Flight Schedules. Continental shall, in its sole discretion, establish and publish all schedules for the Covered AircraftAircraft (such scheduled flights, together with Charter Flights and ferry flights required to accommodate such scheduled flights and Charter Flights or otherwise made at Continental’s request, referred to herein as “Scheduled Flights”), including determining the city-pairs served, frequencies, utilization and timing of scheduled arrivals and departures, and charter flights shall, in its sole discretion, make all determinations regarding the establishment and ferry flightsscheduling of any Charter Flights; provided that such schedules shall be subject to Reasonable Operating ConstraintsConstraints and provided further, that one of the Covered Aircraft shall be an operational spare and shall not be scheduled for Scheduled Flights (except when needed as a spare aircraft and except as otherwise elected by Continental, provided that, in connection with such election Continental and Contractor have first agreed to any appropriate modification to the Benchmark Controllable Cancellation Number). Consistent with past practices, Continental shall also be entitled, in its sole discretion and at any time prior to takeoff, to direct Contractor to delay or cancel a Scheduled Flight Flight, including without limitation for delays and cancellations that are ATC or weather related purposesrelated, and Contractor shall take all necessary and reasonable action to give effect to any such direction. Contractor and Continental shall meet monthly (but not later than the fourth Friday of each calendar month) to review the planned flight schedules for the Covered Aircraft for each of the next 11 months. Prior to such meeting, Continental shall prepare and distribute a rolling forecast of planned operational levels and associated statistics for the Covered Aircraft for each of the next 11 three months. At such meeting, Continental shall present a planned flight schedule for the Covered Aircraft for each of the next three month schedule that will include months, including a proposed Final Monthly Schedule for the next calendar month and a detailed schedule for the two months following the Final Monthly Schedulemonth. At such meeting, Continental shall review and consider any changes to the planned flight schedule for the Covered Aircraft, including the proposed Final Monthly Schedule, suggested by Contractor. Not later than three Business Days prior to the beginning of each calendar month, Continental will deliver to Contractor the Final Monthly Schedule. Following such monthly meetingmeetings and delivery of the Final Monthly Schedule, however, Continental shall may make such adjustments to the proposed Final Monthly Schedule as it deems appropriate (subject to Reasonable Operating Constraints), and, not later than three Business Days prior to the beginning of each calendar month, will deliver to Contractor the Final Monthly Schedule. Notwithstanding the foregoing, Continental shall not schedule any Scheduled Flights with respect to any Covered Aircraft in the ten days immediately prior to the anticipated withdrawal of such Covered Aircraft pursuant to a Wind-Down Schedule delivered pursuant to Article VIII of this Agreement (other than a Wind-Down Schedule delivered in connection with a termination pursuant to Section 8.02(a)).

Flight Schedules. Subject to the terms and conditions of this Agreement, Continental shall, in its sole discretion, establish and publish all schedules for the Covered Aircraft (such scheduled flights, flights otherwise made at Continental’s request, Maintenance Flights and any flights using Spare Aircraft, referred to herein collectively as “Scheduled Flights”), including determining the city-pairs served, frequencies, utilization and timing of scheduled arrivals and departures, and charter shall, in its sole discretion, make all determinations regarding the establishment and scheduling of any flights and ferry flightsother than Scheduled Flights; provided provided, that such schedules shall be subject to Reasonable Operating ConstraintsConstraints and Conditions. Consistent with past practices, Continental shall also be entitled, in its sole discretion and at any time prior to takeoff, to direct Contractor to delay or cancel a Scheduled Flight Flight, including without limitation for delays and cancellations that are ATC or weather related purposesrelated, and Contractor shall take all necessary and reasonable action to give effect to any such direction. Contractor and Not later than the fourth Wednesday of each calendar month, Continental shall meet monthly provide Contractor with a planned flight schedule for the Covered Aircraft (but not later other than Spare Aircraft), taking into account Reasonable Operating Constraints and Conditions, for each of the next four months (the “Proposed Schedule”). On the fourth Friday of each calendar month) , Contractor and Continental shall meet to review the planned flight schedules for the Covered Aircraft for each of the next 11 months. Prior to such meeting, Continental shall prepare and distribute a rolling forecast of planned operational levels and associated statistics for the Covered Aircraft for each of the next 11 months. At such meeting, Continental shall present a three month schedule that will include a proposed Final Monthly Schedule for the next calendar month and a detailed schedule for the two months following the Final Monthly Proposed Schedule. At such meeting, Continental shall review and consider any changes to the planned flight schedule for the Covered Aircraft, including the proposed Final Monthly Schedule, Proposed Schedule suggested by Contractor. Not later than five Business Days prior to the beginning of each calendar month, or, if later, the day after such meeting, Continental will deliver to Contractor the Final Monthly Schedule. Following such monthly meetingmeetings, delivery of the Final Monthly Schedule and consideration by Continental of such changes to the Proposed Schedule as suggested by Contractor, however, Continental shall may make such adjustments to the proposed Final Monthly Schedule as it deems appropriate (subject to Reasonable Operating Constraints), and, not later than three Business Days prior to the beginning of each calendar month, will deliver to Contractor the Final Monthly Schedule. Notwithstanding the foregoing, Continental shall not schedule any Scheduled Flights with respect to any Covered Aircraft in the ten days immediately prior to the anticipated withdrawal of such Covered Aircraft pursuant to a Wind-Down Schedule delivered pursuant to Article VIII of this Agreement (other than a Wind-Down Schedule delivered in connection with a termination pursuant to Section 8.02(a)Constraints and Conditions).

Flight Schedules. Continental Frontier shall, in its sole discretion, establish and publish all schedules for the Covered AircraftAircraft (such scheduled flights, together with Charter Flights and ferry flights required to accommodate such scheduled flights and Charter Flights or otherwise made at Frontier's request, referred to herein as “Scheduled Flights”), including determining the city-pairs served, frequencies, utilization and timing of scheduled arrivals and departures, and charter flights shall, in its sole discretion, make all determinations regarding the establishment and ferry flightsscheduling of any Charter Flights; provided that such schedules shall be subject to Reasonable Operating Constraints. Consistent with past practices, Continental Frontier shall also be entitled, in its sole discretion and at any time prior to takeoff, to direct Contractor RAI to delay or cancel a Scheduled Flight Flight, including without limitation for ATC delays and cancellations that are air traffic control or weather related purposesrelated, and Contractor RAI shall take all necessary and reasonable action to give effect to any such direction, provided, however, that such delays or cancellations will not violate the minimum scheduling parameters of Exhibit G. Subject to the notice requirement set forth in Section 4.08 regarding international service, Frontier will provide RAI with a preliminary schedule in a Standard Schedule Input Message (“SSIM”) file format 45 days prior to the first day of the month to which the preliminary schedule relates. Contractor RAI will review the proposed schedule and Continental shall meet monthly (but not provide feedback to Frontier no later than seven days following receipt of the fourth Friday of each calendar month) to review the planned flight schedules preliminary schedule by RAI. Frontier will send RAI a Final Monthly Schedule, together with operational assumptions for the month (the “Operational Assumptions”), including without limitation the weighted average number of Covered Aircraft for each of the next 11 months. Prior to such meetingAircraft, Continental shall prepare estimated passengers, revenue passenger miles, departures, block hours, and distribute a rolling forecast of planned operational levels and associated statistics for the Covered Aircraft for each of the next 11 months. At such meetingflights hours, Continental shall present a three month schedule that will include a proposed Final Monthly Schedule for the next calendar month and a detailed schedule for the two months following based on the Final Monthly Schedule. At such meeting, Continental shall review and consider any changes no later than two Business Days following receipt of RAI’s comments to the planned flight schedule for preliminary schedule. Following delivery of the Covered Aircraft, including the proposed Final Monthly Schedule, suggested by Contractor. Following such monthly meetinghowever, Continental shall Frontier may make such adjustments to the proposed Final Monthly Schedule as it deems appropriate (subject to Reasonable Operating Constraints), and, not later than three Business Days prior to the beginning of each calendar month, will deliver to Contractor the Final Monthly Schedule. Notwithstanding the foregoing, Continental shall not schedule any Scheduled Flights with respect to any Covered Aircraft in the ten days immediately prior to the anticipated withdrawal of such Covered Aircraft pursuant to a Wind-Down Schedule delivered pursuant to Article VIII of this Agreement (other than a Wind-Down Schedule delivered in connection with a termination pursuant to Section 8.02(a)).

Flight Schedules. Continental shall, in its sole discretion, establish and publish all schedules for the Covered AircraftAircraft (such scheduled flights, together with Charter Flights and ferry flights required to accommodate such scheduled flights and Charter Flights (excluding ferry flights resulting from Permitted Charters) or otherwise made at Continental’s request, referred to herein as “Scheduled Flights”), including determining the city-pairs served, frequencies, utilization and timing of scheduled arrivals and departures, and charter flights shall, in its sole discretion, make all determinations regarding the establishment and ferry flightsscheduling of any Charter Flights; provided that such schedules shall be subject to Reasonable Operating Constraints. Consistent with past practices, Continental shall also be entitled, in its sole discretion and at any time prior to takeoff, to direct Contractor to delay or cancel a Scheduled Flight Flight, including without limitation for delays and cancellations that are ATC or weather related purposesrelated, and Contractor shall take all necessary and reasonable action to give effect to any such direction. Contractor and Continental shall meet monthly (but not later than the fourth Friday of each calendar month) to review the planned flight schedules for the Covered Aircraft for each of the next 11 months. Prior to such meeting, Continental shall prepare and distribute a rolling forecast of planned operational levels and associated statistics for the Covered Aircraft for each of the next 11 six months. At such meeting, Continental shall present a three month planned flight schedule that will include for the Covered Aircraft for each of the next six months, including a proposed Final Monthly Schedule for the next calendar month and a detailed schedule for the two months following the Final Monthly Schedulemonth. At such meeting, Continental shall review and consider any changes to the planned flight schedule for the Covered Aircraft, including the proposed Final Monthly Schedule, suggested by Contractor. Not later than three Business Days prior to the beginning of each calendar month, Continental will deliver to Contractor the Final Monthly Schedule. Following such monthly meetingmeetings and delivery of the Final Monthly Schedule, however, Continental shall may make such adjustments to the proposed Final Monthly Schedule as it deems appropriate (subject to Reasonable Operating Constraints), and, not later than three Business Days prior to the beginning of each calendar month, will deliver to Contractor the Final Monthly Schedule. Notwithstanding the foregoing, Continental shall not schedule any Scheduled Flights with respect to any Covered Aircraft in the ten days immediately prior to the anticipated withdrawal of such Covered Aircraft pursuant to a Wind-Down Schedule delivered pursuant to Article VIII of this Agreement (other than a Wind-Down Schedule delivered in connection with a termination pursuant to Section 8.02(a)).

Flight Schedules. Continental United shall, in its sole discretion, establish and publish all schedules for the Covered AircraftAircraft (such scheduled flights, together with Charter Flights, referred to herein as “Scheduled Flights”), including determining the city-pairs served, frequencies, utilization and timing of scheduled arrivals and departures, and charter shall, in its sole discretion, make all determinations regarding the establishment and scheduling of any flights and ferry flightsother than Scheduled Flights; provided that such schedules shall be subject to Reasonable Operating ConstraintsConstraints and Conditions and the provisions of this Section 2.1; and provided further that Contractor shall operate all Charter Flights in accordance with the provisions set forth on Exhibit P; and provided further that Scheduled Flights may include flights from a maintenance base to any Applicable Airport or from one Hub Airport to another Hub Airport. Consistent with past practices, Continental United shall also be entitled, in its sole discretion and at any time prior to takeoff, to direct Contractor to delay or cancel a Scheduled Flight Flight, including without limitation for delays and cancellations that are ATC or weather related purposesrelated, and Contractor shall take all necessary and reasonable action to give effect to any such direction; provided that, other than with respect to any calendar month during the Interim Period, if United, following delivery of a Final Monthly Schedule for such calendar month, directs the cancellation of flights (each, a “United Directed Cancelled Flight” and collectively, the “United Directed Cancelled Flights”) and that flight cancellation is coded in United’s systems as a United initiated cancel then United shall pay Contractor in accordance with the rates set forth in Schedule 2A or 2B, as applicable, for each United Cancelled Flight, as if each such United Cancelled Flight had been operated as contemplated in the Final Monthly Schedule as the sole compensation for such flight. Except as otherwise provided in the last sentence of this Section 2.1(c), any Scheduled Flight canceled at United’s direction shall be coded in accordance with United’s standard practices as an Uncontrollable Cancellation for all purposes hereunder. Contractor shall be entitled to make such maintenance, ferry and Continental shall meet monthly (but not later than repositioning flights as may be required to facilitate the fourth Friday proper maintenance of each calendar month) to review the planned flight schedules for the Covered Aircraft for each of or to accommodate the next 11 months. Prior to such meeting, Continental shall prepare and distribute a rolling forecast of planned operational levels and associated statistics for the Covered Aircraft for each of the next 11 monthsScheduled Flights. At such meetingleast sixty (60) calendar days prior to the first day of each month to which a proposed Final Monthly Schedule relates, Continental United shall present a three month planned flight schedule that will include for such month, together with a proposed Final Monthly Schedule for the next calendar month following two (2) months (the “Initial Proposed Monthly Schedule”). In addition, United may from time to time submit to Contractor a schedule of proposed block hours for future periods and request confirmation from Contractor as to its availability to operate the Covered Aircraft for such number of block hours, and Contractor shall respond in a detailed schedule for timely manner to any such request (it being understood that, notwithstanding any such request or response, the two months following Scheduled Flights shall operate in accordance with the applicable Final Monthly Schedule). At such meeting, Continental United shall review and consider any changes to the planned flight schedule for the Covered Aircraft, including the proposed Final Initial Proposed Monthly Schedule, suggested by Contractor. Not later than forty-five (45) calendar days prior to the beginning of the calendar month to which a proposed Final Monthly Schedule relates, United will deliver to Contractor the Final Monthly Schedule; provided, however, that with respect to any calendar month in the Interim Period, notwithstanding anything to the contrary in the foregoing, United shall have the right to deliver the Final Monthly Schedule for such month no later than thirty calendar days prior to the beginning of such month. Following such monthly meetingdelivery of the Final Monthly Schedule, Continental shall however, United may make such adjustments to the proposed such Final Monthly Schedule as it deems appropriate (subject to Reasonable Operating ConstraintsConstraints and Conditions), and, ; provided that such adjustments by United shall not later than three Business Days prior require more flight crew resources to the beginning of each calendar month, will deliver to Contractor operate the Final Monthly Schedule, based on reasonable flight crew requirements, than the flight crew resources that would have been necessary to operate the Initial Proposed Monthly Schedule. Notwithstanding In addition, if, after such delivery of the foregoingFinal Monthly Schedule, Continental shall United decides to adjust the Final Monthly Schedule by removing a flight either (x) at Contractor’s request or (y) because United reasonably determines, in good faith, that (I) (after having consulted directly with a designated point of contact with Contractor in an effort to resolve any concerns regarding Contractor’s ability to perform) such flight would have resulted in a Controllable Cancellation and (II) Contractor has not schedule any Scheduled Flights acted in accordance with, or complied with respect to any Covered Aircraft United Express’s standard and/or customary operating policy and/or past practices in the ten days immediately prior promptly and accurately, to the anticipated withdrawal best of its knowledge, notifying United of Contractor’s ability to perform such flight, then, in each case of clause (x) and (y), notwithstanding the removal of such Covered Aircraft pursuant flight from the Final Monthly Schedule, such flight shall be deemed to have resulted in a Wind-Down Schedule delivered pursuant to Article VIII of this Agreement (other than a Wind-Down Schedule delivered in connection with a termination pursuant to Section 8.02(a))[***] for all purposes hereunder.

Flight Schedules. Continental United shall, in its sole discretion, establish and publish all flight schedules for the Covered Aircraft, including determining the city-pairs served, frequencies, utilization and timing of scheduled arrivals and departures, and charter flights shall, in its sole discretion, make all determinations regarding the establishment and ferry flightsscheduling of any United Directed Charter Flights; provided that such schedules shall be subject to Reasonable Operating Constraints; provided further that United shall use commercially reasonable efforts to provide Contractor at least [***] calendar days’ non-binding written notice prior to introducing any new Hub Airports to Contractor’s flight schedule (it being understood, however, that the failure to provide such non-binding notice shall neither prohibit United from adding, nor relieve Contractor from its obligation to comply with United’s addition of, new Hub Airports to Contractor’s planned flight schedule). Consistent with past practices, Continental United shall also be entitled, in its sole discretion and at any time prior to takeoff, to direct Contractor to delay or cancel a Scheduled Flight Flight, including without limitation for delays and cancellations that are ATC or weather related purposesrelated, and Contractor shall take all necessary and reasonable action to give effect to any such direction. Contractor and Continental United shall meet monthly (but not later than the fourth (4th) Friday of each calendar month) to review the planned flight schedules for the Covered Aircraft for each of the next 11 three months. Prior to At such meeting, Continental shall prepare and distribute or otherwise, United shall: (i) present a rolling forecast of planned operational levels and associated statistics flight schedule for the Covered Aircraft for each of the next 11 three months. At such meeting, Continental which shall present include, at least fifty (50) days prior to any calendar month, a three month proposed flight schedule that will include which Contractor may use for the purpose of scheduling its crews (the “Crew Pairing Schedule”), and a proposed Final Monthly Schedule for at least forty (40) days prior to any calendar month, (ii) with respect to any such meeting occurring on or after one hundred eighty (180) calendar days following the next entry into service of the first Covered Aircraft, present a non-binding estimate of the aggregate block hours forecasted by United to be flown by Contractor pursuant to this Agreement during the rolling twelve (12) calendar month and a detailed schedule for the two months following the Final Monthly Schedule. At date of such meeting, Continental shall and (iii) review and consider in good faith any changes to the planned flight schedule for the Covered Aircraft, including the Crew Pairing Schedule and the proposed Final Monthly Schedule, suggested by Contractor, it being understood that such planned flight schedule and forecast of aggregate block hours are intended to be projections and not binding on United or Contractor. Following such monthly meeting, Continental [***]=[CONFIDENTIAL PORTION HAS BEEN OMITTED BECAUSE IT (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED] United shall make such adjustments to the proposed Final Monthly Schedule as it deems appropriate (subject to Reasonable Operating Constraints), and, not keep Contractor informed of planned schedules of Scheduled Flights. Not later than three (3) Business Days prior to the beginning of each calendar month, United will deliver to Contractor the Final Monthly Schedule. Notwithstanding Following such monthly meetings, delivery of the foregoingCrew Pairing Schedule, Continental shall not schedule any Scheduled Flights with respect the proposed Final Monthly Schedule, and delivery of the Final Monthly Schedule, however, on reasonable notice to any Covered Aircraft Contractor, United and Contractor may make such adjustments to the Crew Pairing Schedule, the proposed Final Monthly Schedule or the Final Monthly Schedule, as the case may be, as deemed appropriate (subject to Reasonable Operating Constraints). United acknowledges that Contractor has obligations under its collective bargaining agreement for building its crewmember schedules, and United agrees that in the ten days immediately prior event it proposes to make significant changes after a Crew Pairing Schedules has been established, United will confer with Contractor and take into account the anticipated withdrawal effect on Contractor’s crewmember schedules. In addition, if, after such delivery of the Final Monthly Schedule, United decides to adjust the Final Monthly Schedule by removing a flight or does not include a flight in the Final Monthly Schedule after consultation with Contractor either (x) at Contractor’s request or (y) because United reasonably determines, in good faith, that such flight would have resulted in a Controllable Cancellation (e.g., and without limitation, due to Contractor’s lack of crews or maintenance schedule) then, in each case of clause (x) and (y), notwithstanding the removal of such Covered Aircraft pursuant flight from the Final Monthly Schedule, such flight shall be deemed to have resulted in a Wind-Down Controllable Cancellation for all purposes hereunder, except as otherwise provided in Section B.4(d) of Schedule delivered pursuant to Article VIII of this Agreement (other than a Wind-Down Schedule delivered in connection with a termination pursuant to Section 8.02(a))3.