Delivery Process; Modifications. Amazon and Sun Country will mutually agree on arrangements for overseeing the conversion, modification, delivery conditions, managing Amazon’s technical acceptance and delivery, Sun Country’s delivery under an Aircraft Sublease, and, as applicable, ferrying the Aircraft from China to the United States, including the possible use of third party service providers. Aircraft will be modified to reflect the specifications and condition provided Exhibit H at Amazon’s expense (for clarity, except for those items marked “preferred” in Section 2 of Exhibit H, which, to the extent accomplished at Sun Country’s request, will be at Sun Country’s expense) prior to entry into service under a Carrier Work Order, provided that Sun Country will not be responsible for any delays with respect to the Service Commencement Date due to circumstances outside of its reasonable control. Sun Country will make all commercially reasonably efforts to: (a) cooperate with Amazon with respect to same at no additional cost to Amazon, including drafting engineering orders as may be requested by the conversion or maintenance facility; and (b) sell-off any surplus Aircraft parts or components with a market value of $[***] or more, excluding customer specific items, that may exist following the modifications described in this Section 12.3, with the amount of the proceeds to be credited to Amazon on the next Monthly Invoice. The Parties will develop a mutually agreed conformity list for each aircraft that [***].
Delivery Process; Modifications. Amazon and Sun Country will, with respect to all Incremental Aircraft and Additional Aircraft, mutually agree on arrangements for overseeing the conversion, modification, and delivery conditions, and managing Amazon’s technical acceptance and delivery and Sun Country’s delivery under an Aircraft Lease/Sublease, and, as applicable, ferrying the Aircraft from such locations as to be notified by Amazon, including the possible use of third-party service providers. Aircraft will be modified to reflect the specifications and condition provided Exhibit H at Amazon’s expense (for clarity, except for those items marked “preferred” in Section 2 of Exhibit H, which, to the extent accomplished at Sun Country’s request, will be at Sun Country’s expense or marked “*” in Exhibit H, which, will not be required to be performed solely with respect to Incremental Aircraft,) prior to entry into service under a Carrier Work Order, provided that Sun Country will not be responsible for any delays with respect to the Service Commencement Date due to circumstances outside of its reasonable control. Sun Country will make all commercially reasonably efforts to: (a) cooperate with Amazon with respect to same at no additional cost to Amazon, including drafting engineering orders as may be requested by the conversion or maintenance facility; and (b) sell-off any surplus Aircraft parts or components with a market value of $[***] or more, excluding customer specific items, that may exist following the modifications described in this Section 12.3, with the amount of the proceeds to be credited to Amazon on the next Monthly Invoice. The Parties will develop a mutually agreed conformity list for each aircraft that [***].
