Common use of Reconciled Expenses Clause in Contracts

Reconciled Expenses. The following expenses incurred in connection with Scheduled Flights shall be reconciled monthly (except as specifically set forth below) to actual costs: (i) rent paid by Contractor for Terminal Facilities at Contractor Airports (it being understood, for the avoidance of doubt, that the term “rent” as used herein shall not be deemed to include indemnity or similar payments, irrespective of its definition under any applicable lease); (ii) property taxes (but excluding all other taxes including without limitation income, profits, withholding, employment, social security, disability, occupation, severance, excise ad valorem, sales, use and franchise taxes); (iii) passenger liability, hull and war risk insurance costs; provided, that Continental shall not pay to Contractor any amount in respect of this clause (iii) that is in excess of the Average Peer Group Rates; (iv) landing fees; (v) glycol and de-icing costs at Contractor Airports; (vi) passenger-related interrupted trip costs (including hotel, meal and calling cards vouchers) and baggage handling claims, repairs and delivery costs related to Uncontrollable Cancellations and oversales at Contractor Airports, at a per passenger cost not unreasonably in excess of Continental's per passenger cost for its regional airline passengers; (vii) air navigation fees paid to NavCanada (or any Canadian successor thereto) and Servicios a la Navegación en el Espacio Aéreo Mexicano (SENEAM) (or any Mexican successor thereto), in each case in respect of Scheduled Flights; (viii) the amount of TSA fees or charges and any other passenger security fees or charges for security at all Contractor Airports; (ix) costs associated with the Reconfiguration Commitment including costs associated with aircraft movement; (x) a one-time payment of up to [*] per Republic Aircraft to align livery with Continental standards; (xi) PWC PBH for Engine Overhaul and LLP Services for the Republic Aircraft (including spare engines) (net of [*] per Engine Flight Hour (“EFH” as defined in the Term Cost Program Agreement), as escalated per the Term Cost Program Agreement); (xii) [*]; (xiii) [*]; (xiv) [*]; (xv)[*]; (xvi) [*]; (xvii) [*]; (xviii) [*]; (xix) [*]; (xx) the Refurbishment Scope of Work (as defined in Schedule 4 to the Agreement);and (xxi) any additional costs associated with continuous duty overnights or high-speed overnights pursuant to Exhibit J hereto (collectively, the “Reconciled Expenses”). The Base Compensation includes allocations of the Reconciled Expenses as set forth in Appendix 3 and with respec t to certain Reconciled Expenses, as further provided in Paragraph B(6)(a) below. If in any month the Contractor's actual Reconciled Expenses exceed the amount of Reconciled Expenses included in the Base Compensation in accordance with Appendix 3 and with respect to certain Reconciled Expenses as further provided in Paragraph B(6)(a) below for such month, Continental shall pay to Contractor an amount equal to such difference. If in any month the amount of Reconciled Expenses included in the Base Compensation in accordance with Appendix 3 and with respect to certain Reconciled Expenses as further provided in Paragraph B(6)(a) below for such month exceeds the Contractor's actual Reconciled Expenses, Contractor shall pay to Continental an amount equal to such difference. a. The allocations included in Base Compensation for Reconciled Expenses of the type set forth in Paragraph A(1)(i) for any particular month shall be calculated as provided below: I. The amount of passenger liability, hull and war risk insurance costs referred to in clause (iii) of Paragraph B(6) and the amount of TSA fees or charges and any other passenger security fees or charges at all Contractor Airports for security referred to in clause (viii) of Paragraph B(6) included in the Base Compensation for any particular month will be equal to the product of (1) the insurance rate and TSA rates set forth on Appendix 3 multiplied by (2) the Forecasted Passengers for such month. II. The amount of landing fees referred to in clause (iv) of Paragraph B(6) included in the Base Compensation for any particular month will be equal to the aggregate sum of the following products: (1) the landing fee rate set forth in Appendix 3, multiplied by (2) the number of scheduled departures set forth in the Final Monthly Schedule, multiplied by (3) [*]. III. The amount of Canada and Mexico air navigation fees referred to in clause (vii) of Paragraph B(6) included in the Base Compensation for any particular month will be equal to the aggregate sum of the following products: (1) the Canadian and Mexican air navigation rates set forth in Appendix 3, multiplied by (2) the number of scheduled departures set forth in the Final Monthly Schedule, multiplied by (3) [*]. b. For the avoidance of doubt, Contractor agrees that, in connection with its provision of Regional Airline Services to Continental under this Agreement and the provision of other services contemplated to be performed by Contractor under the Ancillary Agreements, it shall use commercially reasonable efforts to minimize costs incurred by it if such costs would be reimbursable by Continental to Contractor in accordance with the CPA or the applicable Ancillary Agreement. Further to the foregoing, if Continental can provide or arrange to provide any service item for which Continental is required to reimburse Contractor for its cost of providing at a lower cost than applicable to Contractor, then so long as such service items are not subject to an agreement obligating Contractor to purchase such service items, Contractor shall allow Continental to provide or arrange to provide such service or item in order to permit Continental to lower its costs.

Reconciled Expenses. The following expenses incurred in connection with Scheduled Flights shall be reconciled monthly (except as specifically set forth below) to actual costs: costs (i) collectively, the "Reconciled Expenses"): rent paid by Contractor for Terminal Facilities at Contractor Airports (it being understood, for the avoidance of doubt, that the term “"rent” " as used herein shall not be deemed to include indemnity or similar payments, irrespective of its definition under any applicable lease, except to the extent such indemnity or similar payment is attributable to the fault or neglect of Continental); (ii) property taxes, ad valorem, sales, use and franchise taxes (but excluding all other taxes including without limitation income, profits, withholding, employment, social security, disability, occupation, severance, excise ad valorem, sales, use and franchise taxes); (iii) passenger liability, hull and war risk insurance costs; provided, that if Continental and Contractor are not participating in a combined placement pursuant to Section 6.04, then Continental shall not pay to Contractor any amount in respect of this clause (iii) that is in excess of the Average Peer Group Rates; (iv) landing fees; (v) glycol and glycol, de-icing and snow removal costs at Contractor Airports; (vi) passenger-related interrupted trip costs (including hotel, meal and calling cards vouchers) and baggage handling claims, repairs and delivery costs related to Uncontrollable Cancellations and oversales at Contractor Airports, at a per passenger cost not unreasonably in excess of Continental's per passenger cost for its regional airline passengers; (vii) air navigation fees paid to NavCanada (or any Canadian successor thereto) and Servicios a la Navegación en el Espacio Aéreo Mexicano (SENEAM) (or any Mexican successor thereto), in each case in respect of Scheduled Flights; (viii) the amount of TSA fees or charges and any other passenger security fees or charges for security at all Contractor Airports; (ix) costs landing gear overhaul and LLP costs; Engine LLP costs; payments made by Contractor for "power-by-the-hour" services under the Engine Maintenance Agreement; depreciation expense associated with the Reconfiguration Commitment including costs associated with aircraft movement; capital expenditures specifically approved by Continental in writing (x) a one-time payment of up to [*] per Republic Aircraft to align livery with Continental standards; (xi) PWC PBH for Engine Overhaul and LLP Services it being acknowledged, for the Republic Aircraft avoidance of doubt, that Continental has specifically approved all capital expenditures that are being depreciated by Contractor, or that are included in Contractor's Work-in-Process balance, in each case as of April 30, 2008 and that are reflected within financial records provided by Contractor to Continental prior to June 5, 2008 and that are consistent with invoices paid by Continental to Contractor under the Existing CPA prior to June 5, 2008. It being agreed that, for those capital expenditures the depreciation expense of which is partially allocated to Continental as of June 5, 2008, the portion of such depreciation expenses allocated to Continental after the Effective Date hereof shall be [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]%. Additionally, any additional depreciation expense will be allocated to Continental based on the Contractor's then current fleet allocation percentage for Continental; routine aircraft paint costs (including spare engines) (net of [*] per Engine Flight Hour (“EFH” as defined in the Term Cost Program Agreement), as escalated per the Term Cost Program Agreementexcluding livery preparation costs pursuant to Section 10.01); Contractor airport non-agent labor expense and agent labor expense (xii) [*]not to exceed the lesser of authorized or actual agent hours, excluding hours related to vacation liability payouts, at the average agent wage rate as set forth in Contractor's budget for 2008); (xiii) [*]ARINC system costs paid directly to Aeronautical Radio Inc. for voice and data communications between a Covered Aircraft and Contractor ground personnel; (xiv) [*]aircraft appearance costs at Contractor airports; (xv)[*]; (xvi) [*]; (xvii) [*]; (xviii) [*]; (xix) [*]; (xx) the Refurbishment Scope of Work (as defined in Schedule 4 to the Agreement);and (xxi) any additional costs associated with continuous duty overnights or high-speed overnights pursuant to Exhibit J hereto (collectively, the “Reconciled Expenses”)and third party ground handling per turn rate at Contractor airports. The Base Compensation includes allocations of the Reconciled Expenses as set forth in Appendix 3 and with respec t respect to certain Reconciled Expenses, as further provided in Paragraph B(6)(aB(4)(b) below. If in any month the Contractor's actual Reconciled Expenses exceed the amount of Reconciled Expenses included in the Base Compensation in accordance with Appendix 3 and with respect to certain Reconciled Expenses as further provided in Paragraph B(6)(aB(4)(b) below for such month, Continental shall pay to Contractor an amount equal to such difference. If in any month the amount of Reconciled Expenses included in the Base Compensation in accordance with Appendix 3 and with respect to certain Reconciled Expenses as further provided in Paragraph B(6)(aB(4)(b) below for such month exceeds the Contractor's actual Reconciled Expenses, Contractor shall pay to Continental an amount equal to such difference. a. The allocations included in Base Compensation for Reconciled Expenses of the type set forth in Paragraph A(1)(i) for any particular month shall be calculated as provided below: I. The amount of passenger liability, hull and war risk insurance costs referred to in clause (iii) of Paragraph B(6) and the amount of TSA fees or charges and any other passenger security fees or charges at all Contractor Airports for security referred to in clause (viii) of Paragraph B(6) included in the Base Compensation for any particular month will be equal to the product of (1) the insurance rate and TSA rates set forth on Appendix 3 multiplied by (2) the Forecasted Passengers for such month. II. The amount of landing fees referred to in clause (iv) of Paragraph B(6) included in the Base Compensation for any particular month will be equal to the aggregate sum of the following products: (1) the landing fee rate set forth in Appendix 3, multiplied by (2) the number of scheduled departures set forth in the Final Monthly Schedule, multiplied by (3) [*]. III. The amount of Canada and Mexico air navigation fees referred to in clause (vii) of Paragraph B(6) included in the Base Compensation for any particular month will be equal to the aggregate sum of the following products: (1) the Canadian and Mexican air navigation rates set forth in Appendix 3, multiplied by (2) the number of scheduled departures set forth in the Final Monthly Schedule, multiplied by (3) [*]. b. For the avoidance of doubt, Contractor agrees that, in connection with its provision of Regional Airline Services to Continental under this Agreement and the provision of other services contemplated to be performed by Contractor under the Ancillary Agreements, it shall use commercially reasonable efforts to minimize costs incurred by it if such costs would be reimbursable by Continental to Contractor in accordance with the CPA or the applicable Ancillary Agreement. Further to the foregoing, if Continental can provide or arrange to provide any service item for which Continental is required to reimburse Contractor for its cost of providing at a lower cost than applicable to Contractor, then so long as such service items are not subject to an agreement obligating Contractor to purchase such service items, Contractor shall allow Continental to provide or arrange to provide such service or item in order to permit Continental to lower its costs.

Reconciled Expenses. a. The following expenses incurred in connection with Scheduled Flights shall be reconciled monthly (except as specifically set forth below) to actual costs: costs (i) collectively, the “Reconciled Expenses”): i. rent paid by Contractor for Terminal Facilities at Contractor Airports (it being understood, for the avoidance of doubt, that the term “rent” as used herein shall not be deemed to include indemnity or similar payments, irrespective of its definition under any applicable lease, except to the extent such indemnity or similar payment is attributable to the fault or neglect of Continental); (; ii) . property taxes, ad valorem, sales, use and franchise taxes (but excluding all other taxes including without limitation income, profits, withholding, employment, social security, disability, occupation, severance, excise ad valorem, sales, use and franchise taxes); (; iii) . passenger liability, hull and war risk insurance costs; provided, that if Continental and Contractor are not participating in a combined placement pursuant to Section 6.04, then Continental shall not pay to Contractor any amount in respect of this clause (iii) that is in excess of the Average Peer Group Rates; (; iv) . landing fees; (v) glycol and ; v. glycol, de-icing and snow removal costs at Contractor Airports; (; vi) passenger-related interrupted trip costs (including hotel, meal and calling cards vouchers) and baggage handling claims, repairs and delivery costs related to Uncontrollable Cancellations and oversales at Contractor Airports, at a per passenger cost not unreasonably in excess of Continental's per passenger cost for its regional airline passengers; (vii) . air navigation fees paid to NavCanada (or any Canadian successor thereto) and Servicios a la Navegación en el Espacio Aéreo Mexicano (SENEAM) (or any Mexican successor thereto), in each case in respect of Scheduled Flights; (viii) ; vii. the amount of TSA fees or charges and any other passenger security fees or charges for security at all Contractor Airports; (; viii. landing gear overhaul and LLP costs; ix) costs . Engine LLP costs; x. payments made by Contractor for “power-by-the-hour” services under the Engine Maintenance Agreement; xi. depreciation expense associated with the Reconfiguration Commitment including costs associated with aircraft movement; capital expenditures specifically approved by Continental in writing (x) a one-time payment of up to [*] per Republic Aircraft to align livery with Continental standards; (xi) PWC PBH it being acknowledged, for Engine Overhaul and LLP Services for the Republic Aircraft (including spare engines) (net of [*] per Engine Flight Hour (“EFH” as defined in the Term Cost Program Agreement), as escalated per the Term Cost Program Agreement); (xii) [*]; (xiii) [*]; (xiv) [*]; (xv)[*]; (xvi) [*]; (xvii) [*]; (xviii) [*]; (xix) [*]; (xx) the Refurbishment Scope of Work (as defined in Schedule 4 to the Agreement);and (xxi) any additional costs associated with continuous duty overnights or high-speed overnights pursuant to Exhibit J hereto (collectively, the “Reconciled Expenses”). The Base Compensation includes allocations of the Reconciled Expenses as set forth in Appendix 3 and with respec t to certain Reconciled Expenses, as further provided in Paragraph B(6)(a) below. If in any month the Contractor's actual Reconciled Expenses exceed the amount of Reconciled Expenses included in the Base Compensation in accordance with Appendix 3 and with respect to certain Reconciled Expenses as further provided in Paragraph B(6)(a) below for such month, Continental shall pay to Contractor an amount equal to such difference. If in any month the amount of Reconciled Expenses included in the Base Compensation in accordance with Appendix 3 and with respect to certain Reconciled Expenses as further provided in Paragraph B(6)(a) below for such month exceeds the Contractor's actual Reconciled Expenses, Contractor shall pay to Continental an amount equal to such difference. a. The allocations included in Base Compensation for Reconciled Expenses of the type set forth in Paragraph A(1)(i) for any particular month shall be calculated as provided below: I. The amount of passenger liability, hull and war risk insurance costs referred to in clause (iii) of Paragraph B(6) and the amount of TSA fees or charges and any other passenger security fees or charges at all Contractor Airports for security referred to in clause (viii) of Paragraph B(6) included in the Base Compensation for any particular month will be equal to the product of (1) the insurance rate and TSA rates set forth on Appendix 3 multiplied by (2) the Forecasted Passengers for such month. II. The amount of landing fees referred to in clause (iv) of Paragraph B(6) included in the Base Compensation for any particular month will be equal to the aggregate sum of the following products: (1) the landing fee rate set forth in Appendix 3, multiplied by (2) the number of scheduled departures set forth in the Final Monthly Schedule, multiplied by (3) [*]. III. The amount of Canada and Mexico air navigation fees referred to in clause (vii) of Paragraph B(6) included in the Base Compensation for any particular month will be equal to the aggregate sum of the following products: (1) the Canadian and Mexican air navigation rates set forth in Appendix 3, multiplied by (2) the number of scheduled departures set forth in the Final Monthly Schedule, multiplied by (3) [*]. b. For the avoidance of doubt, Contractor agrees thatthat Continental has specifically approved all capital expenditures that are being depreciated by Contractor, or that are included in Contractor’s Work-in-Process balance, in connection with its provision each case as of Regional Airline Services April 30, 2008 and that are reflected within financial records provided by Contractor to Continental under this Agreement prior to June 5, 2008 and the provision of other services contemplated to be performed by Contractor under the Ancillary Agreements, it shall use commercially reasonable efforts to minimize costs incurred by it if such costs would be reimbursable that are consistent with invoices paid by Continental to Contractor under the Existing CPA prior to June 5, 2008. It being agreed that, for those capital expenditures the depreciation expense of which is partially allocated to Continental as of June 5, 2008, the portion of such depreciation expenses allocated to Continental after the Effective Date hereof shall be [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]%. Additionally, any additional depreciation expense will be allocated to Continental based on the Contractor’s then current fleet allocation percentage for Continental; xii. routine aircraft paint costs (excluding livery preparation costs pursuant to Section 10.01); xiii. Contractor airport non-agent labor expense and agent labor expense (not to exceed the lesser of authorized or actual agent hours, excluding hours related to vacation liability payouts, at the average agent wage rate as set forth in accordance with the CPA or the applicable Ancillary Agreement. Further to the foregoing, if Continental can provide or arrange to provide any service item Contractor’s budget for which Continental is required to reimburse Contractor for its cost of providing at a lower cost than applicable to Contractor, then so long as such service items are not subject to an agreement obligating Contractor to purchase such service items, Contractor shall allow Continental to provide or arrange to provide such service or item in order to permit Continental to lower its costs.2008);

Reconciled Expenses. The a. Except to the extent that payments are made by Contractor to Continental pursuant to Paragraph B(4)(c) in respect of any of the following expenses for any Controllable Cancellation resulting solely from any Labor Strike or from a non-carrier specific airworthiness directive or other non-carrier specific regulatory order, the following expenses incurred in connection with Scheduled Flights shall be reconciled monthly (except as specifically set forth below) to actual costs: (i) rent paid all payments made by Contractor for Terminal Facilities at Contractor Airports (it being understood, for the avoidance of doubt, that the term “rent” as used herein shall not be deemed to include other than payments constituting indemnity or similar payments, irrespective of its definition under any applicable lease); (ii) property taxes (but excluding all other taxes including without limitation income, profits, withholding, employment, social security, disability, occupation, severance, excise ad valorem, sales, use and franchise taxes); (iii) passenger liability, hull and war risk insurance costs; provided, that Continental shall not pay to Contractor any amount in respect of this clause (iiiii) that is in excess of the greater of (A) [***] of Contractor’s actual passenger liability, hull and war risk insurance costs, or (B) the average costs of passenger liability, hull and war risk insurance for those regional airline operators who fly exclusively aircraft having [***] or more seats and having capacity purchase agreements with Continental, excluding (x) any such operator that experienced a major loss within the previous three years, and (y) any such operator whose insurance rates are included with its Major Airline partner(s), and provided further, that Continental shall not pay to Contractor any amount in respect of this clause (ii) that is in excess of the Average Peer Group Rates; (iviii) landing fees; (viv) glycol and de-icing costs at Contractor Airports; (viv) passenger-related interrupted trip costs (including hotel, meal and calling cards vouchers) and baggage handling claims, repairs and delivery costs related to Uncontrollable Cancellations and oversales at Contractor Airports, at a per passenger cost not unreasonably in excess of Continental's ’s per passenger cost for its regional airline passengers; and (viivi) air navigation fees paid to NavCanada (or any Canadian successor thereto) and Servicios a la Navegación en el Espacio Aéreo Mexicano (SENEAM) (or any Mexican successor thereto), in each case in respect of Scheduled Flights; (viii) the amount of TSA fees or charges and any other passenger security fees or charges for security at all Contractor Airports; (ix) costs associated with the Reconfiguration Commitment including costs associated with aircraft movement; (x) a one-time payment of up to [*] per Republic Aircraft to align livery with Continental standards; (xi) PWC PBH for Engine Overhaul and LLP Services for the Republic Aircraft (including spare engines) (net of [*] per Engine Flight Hour (“EFH” as defined in the Term Cost Program Agreement), as escalated per the Term Cost Program Agreement); (xii) [*]; (xiii) [*]; (xiv) [*]; (xv)[*]; (xvi) [*]; (xvii) [*]; (xviii) [*]; (xix) [*]; (xx) the Refurbishment Scope of Work (as defined in Schedule 4 to the Agreement);and (xxi) any additional costs associated with continuous duty overnights or high-speed overnights pursuant to Exhibit J hereto Flights (collectively, the “Reconciled Expenses”). The Base Compensation includes allocations of the Reconciled Expenses as set forth in Appendix 3 and with respec t respect to certain Reconciled Expenses, as further provided in Paragraph B(6)(aB(6)(b) below. If in any month the Contractor's ’s actual Reconciled Expenses exceed the amount of Reconciled Expenses included in the Base Compensation in accordance with Appendix 3 and with respect to certain Reconciled Expenses as further provided in Paragraph B(6)(aB(6)(b) below for such month, Continental shall pay to Contractor an amount equal to such difference. If in any month the amount of Reconciled Expenses included in the Base Compensation in accordance with Appendix 3 and with respect to certain Reconciled Expenses as further provided in Paragraph B(6)(aB(6)(b) below for such month exceeds the Contractor's ’s actual Reconciled Expenses, Contractor shall pay to Continental an amount equal to such difference. a. b. The allocations included in Base Compensation for Reconciled Expenses of the type set forth in Paragraph A(1)(i) for any particular month shall be calculated as provided below: I. The amount of passenger liability, hull and war risk insurance costs referred to in clause (iiiii) of Paragraph B(6) and the amount of TSA fees or charges and any other passenger security fees or charges at all Contractor Airports for security referred to in clause (viii) of Paragraph B(6B(6)(a) included in the Base Compensation for any particular month will be equal to the product of (1) the insurance rate and TSA rates set forth on Appendix 3 multiplied by (2) the Forecasted Passengers for such month. II. The amount of landing fees referred to in clause (iviii) of Paragraph B(6B(6)(a) included in the Base Compensation for any particular month will be equal to the aggregate sum of the following products: (1) the landing fee rate set forth in Appendix 3, multiplied by (2) the number of scheduled departures set forth in the Final Monthly Schedule, multiplied by (3) [***]. III. The amount of Canada Canadian and Mexico Mexican air navigation fees referred to in clause (viivi) of Paragraph B(6B(6)(a) included in the Base Compensation for any particular month will be equal to the aggregate sum of the following products: (1) the Canadian and Mexican air navigation rates set forth in Appendix 3, multiplied by (2) the number of scheduled departures in Canada and Mexico set forth in the Final Monthly Schedule, multiplied by (3) [***]. b. For the avoidance of doubt, Contractor agrees that, in connection with its provision of Regional Airline Services to Continental under this Agreement and the provision of other services contemplated to be performed by Contractor under the Ancillary Agreements, it shall use commercially reasonable efforts to minimize costs incurred by it if such costs would be reimbursable by Continental to Contractor in accordance with the CPA or the applicable Ancillary Agreement. Further to the foregoing, if Continental can provide or arrange to provide any service item for which Continental is required to reimburse Contractor for its cost of providing at a lower cost than applicable to Contractor, then so long as such service items are not subject to an agreement obligating Contractor to purchase such service items, Contractor shall allow Continental to provide or arrange to provide such service or item in order to permit Continental to lower its costs.

Reconciled Expenses. a. The following expenses incurred in connection with Scheduled Flights shall be reconciled monthly (except as specifically set forth below) to actual costs: (i) rent paid by Contractor for Terminal Facilities at Contractor Airports (it being understood, for the avoidance of doubt, that the term “rent” as used herein shall not be deemed to include indemnity or similar payments, irrespective of its definition under any applicable lease); (ii) property taxes (but excluding all other taxes including without limitation income, profits, withholding, employment, social security, disability, occupation, severance, excise ad valorem, sales, use and franchise taxes); (iii) passenger liability, hull and war risk insurance costs; provided, that Continental shall not pay to Contractor any amount in respect of this clause (iii) that is in excess of the Average Peer Group Rates; (iv) landing fees; (v) glycol and de-icing costs at Contractor Airports; (vi) passenger-related interrupted trip costs (including hotel, meal and calling cards vouchers) and baggage handling claims, repairs and delivery costs related to Uncontrollable Cancellations and oversales at Contractor Airports, at a per passenger cost not unreasonably in excess of Continental's ’s per passenger cost for its regional airline passengers; (vii) air navigation fees paid to NavCanada (or any Canadian successor thereto) and Servicios a la Navegación en el Espacio Aéreo Mexicano (SENEAM) (or any Mexican successor thereto), in each case in respect of Scheduled Flights; , and (viii) the amount of TSA fees or charges and any other passenger security fees or charges for security at all Contractor Airports; (ix) costs associated with the Reconfiguration Commitment including costs associated with aircraft movement; (x) a one-time payment of up to [*] per Republic Aircraft to align livery with Continental standards; (xi) PWC PBH for Engine Overhaul and LLP Services for the Republic Aircraft (including spare engines) (net of [*] per Engine Flight Hour (“EFH” as defined in the Term Cost Program Agreement), as escalated per the Term Cost Program Agreement); (xii) [*]; (xiii) [*]; (xiv) [*]; (xv)[*]; (xvi) [*]; (xvii) [*]; (xviii) [*]; (xix) [*]; (xx) the Refurbishment Scope of Work (as defined in Schedule 4 to the Agreement);and (xxi) any additional costs associated with continuous duty overnights or high-speed overnights pursuant to Exhibit J hereto Airports (collectively, the “Reconciled Expenses”). The Base Compensation includes allocations of the Reconciled Expenses as set forth in Appendix 3 and with respec t respect to certain Reconciled Expenses, as further provided in Paragraph B(6)(aB(6)(b) below. If in any month the Contractor's ’s actual Reconciled Expenses exceed the amount of Reconciled Expenses included in the Base Compensation in accordance with Appendix 3 and with respect to certain Reconciled Expenses as further provided in Paragraph B(6)(aB(6)(b) below for such month, Continental shall pay to Contractor an amount equal to such difference. If in any month the amount of Reconciled Expenses included in the Base Compensation in accordance with Appendix 3 and with respect to certain Reconciled Expenses as further provided in Paragraph B(6)(aB(6)(b) below for such month exceeds the Contractor's ’s actual Reconciled Expenses, Contractor shall pay to Continental an amount equal to such difference. a. b. The allocations included in Base Compensation for Reconciled Expenses of the type set forth in Paragraph A(1)(i) for any particular month shall be calculated as provided below: I. The amount of passenger liability, hull and war risk insurance costs referred to in clause (iii) of Paragraph B(6B(6)(a) and the amount of TSA fees or charges and any other passenger security fees or charges at all Contractor Airports for security referred to in clause (viii) of Paragraph B(6B(6)(a) included in the Base Compensation for any particular month will be equal to the product of (1) the insurance rate and TSA rates set forth on Appendix 3 multiplied by (2) the Forecasted Passengers for such month. II. The amount of landing fees referred to in clause (iv) of Paragraph B(6B(6)(a) included in the Base Compensation for any particular month will be equal to the aggregate sum of the following products: (1) the landing fee rate set forth in Appendix 3, multiplied by (2) the number of scheduled departures set forth in the Final Monthly Schedule, multiplied by (3) [*]. III. The amount of Canada and Mexico air navigation fees referred to in clause (vii) of Paragraph B(6B(6)(a) included in the Base Compensation for any particular month will be equal to the aggregate sum of the following products: (1) the Canadian and Mexican air navigation rates set forth in Appendix 3, multiplied by (2) the number of scheduled departures set forth in the Final final Monthly Schedule, multiplied by (3) [*]. b. For the avoidance of doubt, Contractor agrees that, in connection with its provision of Regional Airline Services to Continental under this Agreement and the provision of other services contemplated to be performed by Contractor under the Ancillary Agreements, it shall use commercially reasonable efforts to minimize costs incurred by it if such costs would be reimbursable by Continental to Contractor in accordance with the CPA or the applicable Ancillary Agreement. Further to the foregoing, if Continental can provide or arrange to provide any service item for which Continental is required to reimburse Contractor for its cost of providing at a lower cost than applicable to Contractor, then so long as such service items are not subject to an agreement obligating Contractor to purchase such service items, Contractor shall allow Continental to provide or arrange to provide such service or item in order to permit Continental to lower its costs.