Common use of Spare Aircraft Clause in Contracts

Spare Aircraft. The Carriers may provide and operate one or more spare aircraft having the aggregate capacity and other performance characteristics reasonably necessary to handle the payload, flight schedule, and timing requirements for Carrier’s flights with the Aircraft (“Spare Aircraft”) in substitution for an Aircraft that is unavailable to perform the Services under the Flight Schedule due to a Carrier Delay. In addition, each Carrier may make one or more Spare Aircraft available at Amazon’s request (“Amazon Spare Request”): (a) to perform flights that are not part of the Flight Schedule; or (b) to substitute for an Aircraft that is unavailable due to a reason that is not attributable to a Carrier Delay. Amazon will compensate the relevant Carrier at an agreed upon rate per day, or portion thereof, for the use of a Boeing 737 model Spare Aircraft (by payment to Sun Country) when the Carrier provides a Spare Aircraft at Amazon’s request. In the event that an Aircraft is unavailable due to a Carrier Delay and the Carrier provides a Spare Aircraft, the Carrier will reimburse Amazon for any landing fees, or other costs (including incremental fuel burn, ferry flights and Variable Charges) in excess of those that Amazon would have incurred under Section 2.6 had the flights been operated with the affected Aircraft. In the event that a Spare Aircraft is unavailable to substitute for an Aircraft that is unavailable due to a Carrier Delay, then the resulting cancellation or delay will be factored into the calculation of Arrival Performance for the relevant period, except that such availability will not be taken into account to the extent that a Spare Aircraft is unavailable because it has already been provided to support an Amazon Spare Request. Except for the cost reimbursement and fee described in this Section 2.11.2, a Carrier’s performance of the Services utilizing a Spare Aircraft in accordance with this Section will otherwise be subject to the terms and conditions of this Agreement. For clarity, the Parties acknowledge that Sun Country does not have a Spare Aircraft available as of the Effective Date.

Spare Aircraft. The Carriers may will make commercially reasonable efforts to provide and operate one or more spare aircraft having the aggregate capacity and other performance characteristics reasonably necessary to handle the payload, flight schedule, and timing requirements for the Carrier’s flights with the Aircraft (“Spare Aircraft”) in substitution for an Aircraft that is unavailable to perform the Services under the Flight Schedule due to a Carrier Delay. In addition, each Carrier may will, subject to availability, make one or more Spare Aircraft available at to Amazon’s request (“Amazon Spare Request”): : (a) to perform flights that are not part of the Flight ScheduleSchedule at Amazon’s request; or (b) to substitute for an Aircraft that is unavailable due to a reason that is not attributable to a Carrier Delay. Amazon will compensate the relevant Carrier at an agreed upon the rate of $[*] per day, or portion thereof, for the use of a Boeing 737 767-200 model Spare Aircraft and $[*] per day, or portion thereof, for the use of a Boeing 767-300 Spare Aircraft (by payment to Sun CountryAirborne Global) when the Carrier provides a Spare Aircraft at Amazon’s request. In the event that an Aircraft is unavailable due to a Carrier Delay and the Carrier provides a Spare Aircraft, the Carrier will reimburse Amazon for any landing fees, or other costs (including excluding, for clarity, incremental fuel burn, but including ferry flights and Variable ChargesBlock Hours) in excess of those that Amazon would have incurred under Section 2.6 had the flights been operated with the affected Aircraft. In the event that that a Spare Aircraft is unavailable to substitute for an Aircraft that is unavailable due to a Carrier Delay, then the resulting cancellation or delay will be factored into the calculation of Arrival Performance for the relevant period, except that such availability will not be taken into account to the extent that a Spare Aircraft is unavailable because it has already been provided to support an Amazon Spare Requestat Amazon’s request. Except for the cost reimbursement and fee described in this Section 2.11.22.12, a Carrier’s performance of the Services utilizing a Spare Aircraft in accordance with this Section will otherwise be subject to the terms and conditions of this Agreement. For clarity, the Parties acknowledge that Sun Country does not have a Spare Aircraft available as of the Effective Date.

Spare Aircraft. The Carriers Spare Aircraft constituting a Covered Aircraft shall be used by RAI solely as an operational and maintenance spare to replace Covered Aircraft that are out of service due to scheduled maintenance or to cover for other irregular operations, provided, RAI may provide use the Spare Aircraft for flights operated for its own benefit or to cover flights for any other airline subject to the following conditions: (1) Frontier will have the right to designate which of the first twelve Covered Aircraft will be the Spare Aircraft no later than the inservice date of the twelfth Covered Aircraft, such designation to be provided to RAI in writing no fewer than 90 days prior to the inservice date of the aircraft to be designated as the Spare Aircraft. (2) The Spare Aircraft will be in a neutral livery as set forth in Exhibit C to this Agreement and operate one or more configured in accordance with the Frontier specifications set forth in Exhibit C and its principal base of operations will be Denver International Airport. (3) The Spare Aircraft will be pooled with other neutral spare aircraft having operated by RAI for other air carriers (the aggregate capacity “Pool Participants”) and other performance characteristics reasonably will be available for use by RAI to cover flying for Pool Participants due to irregular operations, aircraft damage, or maintenance events incurred by Pool Participants. RAI shall give Frontier notice of its intent to use the Spare Aircraft as early as operationally possible. If necessary, Frontier will apprise RAI of its operational situation related to re-deployment of the Spare Aircraft. Nothwithstanding the above, Frontier acknowledges and agrees that RAI will at all times retain operational control of the Spare Aircraft. (4) Regardless of RAI’s use of the Spare Aircraft to cover flights of Pool Participants, the Spare Aircraft will be considered a Covered Aircraft for purposes of calculating Frontier’s Fixed Costs. Frontier will not be obligated to pay or reimburse RAI for any Variable Costs or Pass-Thru Costs relating to (i) the ferrying of the Spare Aircraft to and from locations necessary to handle cover flying for other Pool Participants, or (ii) the payloadcovered flying itself. Fixed Costs, flight schedule, Variable Costs and timing requirements for Carrier’s flights with Pass-Thru Costs as used in this paragraph are as described on Exhibit D. (5) In consideration of Frontier making the Aircraft (“Spare Aircraft”) in substitution for an Aircraft that is unavailable to perform the Services under the Flight Schedule due to a Carrier Delay. In addition, each Carrier may make one or more Spare Aircraft available at Amazon’s request for flights operated by Pool Participants according to this Section, Frontier will be entitled to use the neutral spare aircraft contributed to the pool by other Pool Participants, provided, Frontier will be responsible for the payment of Variable Costs and Pass-Thru Costs relating to (“Amazon Spare Request”): (ai) to perform flights that are not part the ferrying of the Flight Schedule; neutral spare aircraft to and from the location necessary to cover for Frontier Scheduled Flights, and (ii) the covered Scheduled Flights, provided further, Frontier will not be responsible under Section 2.01 (e)(5)(i) if the neutral aircraft is being ferried to cover for flights canceled or (b) to substitute for an Aircraft that is unavailable delayed due to a reason that is not attributable aircraft damage caused by RAI, its agents, contractors or employees. (6) Frontier will have the right, in its sole discretion, to a Carrier Delayremove the Spare Aircraft from the neutral spare pool at any time during the period from the date the Spare Aircraft first entered the neutral aircraft pool until the first anniversary thereof by providing RAI with 30 days advance written notice. Amazon Should the Spare Aircraft be removed from the neutral aircraft pool, (i) RAI will compensate incur all costs to convert the relevant Carrier at an agreed upon rate per dayaircraft livery to the Frontier livery set forth in Exhibit C, and (ii) from and after the date of removal, the Spare Aircraft will be dedicated to supporting Frontier’s Scheduled Flights and will no longer be available for use by RAI to cover flights for itself or portion thereof, for any other airline and Frontier shall no longer have the use of a Boeing 737 model Spare Aircraft (by payment to Sun Country) when the Carrier provides a Spare Aircraft at Amazon’s request. In the event that an Aircraft is unavailable due to a Carrier Delay and the Carrier provides a Spare Aircraft, the Carrier will reimburse Amazon neutral spare aircraft of any Pool Participant for any landing fees, or other costs (including incremental fuel burn, ferry flights and Variable Charges) in excess of those that Amazon would have incurred under Section 2.6 had the flights been operated with the affected Aircraft. In the event that a Spare Aircraft is unavailable to substitute for an Aircraft that is unavailable due to a Carrier Delay, then the resulting cancellation or delay will be factored into the calculation of Arrival Performance for the relevant period, except that such availability will not be taken into account to the extent that a Spare Aircraft is unavailable because it has already been provided to support an Amazon Spare Request. Except for the cost reimbursement and fee described in this Section 2.11.2, a Carrier’s performance of the Services utilizing a Spare Aircraft in accordance with this Section will otherwise be subject to the terms and conditions of this Agreement. For clarity, the Parties acknowledge that Sun Country does not have a Spare Aircraft available as of the Effective DateRegional Airline Services.

Spare Aircraft. The Carriers Spare Aircraft constituting a Covered Aircraft shall be used by RAI solely as an operational and maintenance spare to replace Covered Aircraft that are out of service due to scheduled maintenance or to cover for other irregular operations, provided, RAI may provide use the Spare Aircraft for flights operated for its own benefit or to cover flights for any other airline subject to the following conditions: (1) Frontier will have the right to designate which of the first twelve Covered Aircraft will be the Spare Aircraft no later than the inservice date of the twelfth Covered Aircraft, such designation to be provided to RAI in writing no fewer than 90 days prior to the inservice date of the aircraft to be designated as the Spare Aircraft. (2) The Spare Aircraft will be in a neutral livery as set forth in Exhibit C to this Agreement and operate one or more configured in accordance with the Frontier specifications set forth in Exhibit C and its principal base of operations will be Denver International Airport. (3) The Spare Aircraft will be pooled with other neutral spare aircraft having operated by RAI for other air carriers (the aggregate capacity “Pool Participants”) and other performance characteristics reasonably will be available for use by RAI to cover flying for Pool Participants due to irregular operations, aircraft damage, or maintenance events incurred by Pool Participants. RAI shall give Frontier notice of its intent to use the Spare Aircraft as early as operationally possible. If necessary, Frontier will apprise RAI of its operational situation related to re-deployment of the Spare Aircraft. Nothwithstanding the above, Frontier acknowledges and agrees that RAI will at all times retain operational control of the Spare Aircraft. (4) Regardless of RAI's use of the Spare Aircraft to cover flights of Pool Participants, the Spare Aircraft will be considered a Covered Aircraft for purposes of calculating Frontier's Fixed Costs. Frontier will not be obligated to pay or reimburse RAI for any Variable Costs or Pass-Thru Costs relating to (i) the ferrying of the Spare Aircraft to and from locations necessary to handle cover flying for other Pool Participants, or (ii) the payloadcovered flying itself. Fixed Costs, flight schedule, Variable Costs and timing requirements for Carrier’s flights with Pass-Thru Costs as used in this paragraph are as described on Exhibit D. (5) In consideration of Frontier making the Aircraft (“Spare Aircraft”) in substitution for an Aircraft that is unavailable to perform the Services under the Flight Schedule due to a Carrier Delay. In addition, each Carrier may make one or more Spare Aircraft available at Amazon’s request for flights operated by Pool Participants according to this Section, Frontier will be entitled to use the neutral spare aircraft contributed to the pool by other Pool Participants, provided, Frontier will be responsible for the payment of Variable Costs and Pass-Thru Costs relating to (“Amazon Spare Request”): (ai) to perform flights that are not part the ferrying of the Flight Schedule; neutral spare aircraft to and from the location necessary to cover for Frontier Scheduled Flights, and (ii) the covered Scheduled Flights, provided further, Frontier will not be responsible under Section 2.01 (e)(5)(i) if the neutral aircraft is being ferried to cover for flights canceled or (b) to substitute for an Aircraft that is unavailable delayed due to a reason that is not attributable aircraft damage caused by RAI, its agents, contractors or employees. (6) Frontier will have the right, in its sole discretion, to a Carrier Delayremove the Spare Aircraft from the neutral spare pool at any time during the period from the date the Spare Aircraft first entered the neutral aircraft pool until the first anniversary thereof by providing RAI with 30 days advance written notice. Amazon Should the Spare Aircraft be removed from the neutral aircraft pool, (i) RAI will compensate incur all costs to convert the relevant Carrier at an agreed upon rate per dayaircraft livery to the Frontier livery set forth in Exhibit C, and (ii) from and after the date of removal, the Spare Aircraft will be dedicated to supporting Frontier's Scheduled Flights and will no longer be available for use by RAI to cover flights for itself or portion thereof, for any other airline and Frontier shall no longer have the use of a Boeing 737 model Spare Aircraft (by payment to Sun Country) when the Carrier provides a Spare Aircraft at Amazon’s request. In the event that an Aircraft is unavailable due to a Carrier Delay and the Carrier provides a Spare Aircraft, the Carrier will reimburse Amazon neutral spare aircraft of any Pool Participant for any landing fees, or other costs (including incremental fuel burn, ferry flights and Variable Charges) in excess of those that Amazon would have incurred under Section 2.6 had the flights been operated with the affected Aircraft. In the event that a Spare Aircraft is unavailable to substitute for an Aircraft that is unavailable due to a Carrier Delay, then the resulting cancellation or delay will be factored into the calculation of Arrival Performance for the relevant period, except that such availability will not be taken into account to the extent that a Spare Aircraft is unavailable because it has already been provided to support an Amazon Spare Request. Except for the cost reimbursement and fee described in this Section 2.11.2, a Carrier’s performance of the Services utilizing a Spare Aircraft in accordance with this Section will otherwise be subject to the terms and conditions of this Agreement. For clarity, the Parties acknowledge that Sun Country does not have a Spare Aircraft available as of the Effective DateRegional Airline Services.

Spare Aircraft. The Carriers may provide and operate one or more spare aircraft having the aggregate capacity and other performance characteristics reasonably necessary to handle the payload, flight schedule, and timing requirements for Carrier’s flights with the Aircraft (“Spare Aircraft”) in substitution for an Aircraft that is unavailable to perform the Services under the Flight Schedule due to a Carrier Delay. In addition, each Carrier may make one or more Spare Aircraft available at Amazon’s request (“Amazon Spare Request”): ) to: (a) to perform flights that are not part of the Flight ScheduleSchedule (for clarity, including as a standby Network Spare); or (b) to substitute for an Aircraft that is unavailable due to a reason that is not attributable to a Carrier Delay. Amazon will compensate the relevant Carrier at an agreed upon rate per day, or portion thereof, for the use of a Boeing 737 model Spare Aircraft (by payment to Sun Country) when the Carrier provides a Spare Aircraft at Amazon’s request. In the event that an Aircraft is unavailable due to a Carrier Delay and the Carrier provides or uses a Spare Aircraft (for clarity, including the use of a Network Spare as a Spare Aircraft), the Carrier will reimburse Amazon for any landing fees, fees or other costs (including incremental fuel burn, ferry flights and Variable Charges) in excess of those that Amazon would have incurred under Section 2.6 had the flights been operated with the affected Aircraft. In the event that a Spare Aircraft is unavailable to substitute for an Aircraft that is unavailable due to a Carrier Delay, then the resulting cancellation or delay will be factored into the calculation of Arrival Performance for the relevant period. Amazon will compensate the relevant Carrier at a mutually agreed per day rate, except that such availability will not be taken into account to prorated for any portion thereof, for the extent that use of a Spare Aircraft is unavailable because it has already been provided (by payment to support Hawaiian) when the Carrier provides a Hawaiian Aircraft pursuant to an Amazon Spare Request. Except for the cost reimbursement and fee fees described in this Section 2.11.22.11.3, a Carrier’s performance Carrier’x xxxxxrmance of the Services utilizing a Spare Aircraft in accordance with this Section will otherwise be subject to the terms and conditions of this Agreement. Hawaiian acknowledges that Amazon may source additional spare aircraft from and operated by Third Party Carriers, in which case the applicable Carrier will use its commercially reasonable efforts to coordinate (as applicable) with Amazon and the Third Party Carrier. For clarity, the Parties acknowledge that Sun Country Hawaiian does not have a Spare Aircraft available as of the Effective Date.

Spare Aircraft. The Carriers may provide and operate one or more spare aircraft having the aggregate capacity and other performance characteristics reasonably necessary to handle the payload, flight schedule, and timing requirements for Carrier’s flights with the Aircraft (“Spare Aircraft”) in substitution for an Aircraft that is unavailable to perform the Services under the Flight Schedule or Charter Confirmation due to a Carrier Delay. In addition, each Carrier may make one or more Spare Aircraft available at Amazon’s request (“Amazon Spare Request”): (a) to perform flights that are not part of the Flight Schedule; or (b) to substitute for an Aircraft that is unavailable due to a reason that is not attributable to a Carrier Delay. Amazon will compensate the relevant Carrier at an agreed upon rate per day, or portion thereof, for the use of a Boeing 737 model Spare Aircraft (by payment to Sun Country) when the Carrier provides a Spare Aircraft at Amazon’s request. In the event that an Aircraft is unavailable due to a Carrier Delay and the Carrier provides a Spare Aircraft, the Carrier will reimburse Amazon for any landing fees, or other costs (including incremental fuel burn, ferry flights and Variable Charges) in excess of those that Amazon would have incurred under Section 2.6 had the flights been operated with the affected Aircraft. In the event that a Spare Aircraft is unavailable to substitute for an Aircraft that is unavailable due to a Carrier Delay, then the resulting cancellation or delay will be factored into the calculation of Arrival Performance for the relevant period, except that such availability will not be taken into account to the extent that a Spare Aircraft is unavailable because it has already been provided to support an Amazon Spare Request. Except for the cost reimbursement and fee described in this Section 2.11.2, a Carrier’s performance of the Services utilizing a Spare Aircraft in accordance with this Section will otherwise be subject to the terms and conditions of this Agreement. For clarity, the Parties acknowledge that Sun Country does not have a Spare Aircraft available as of the Effective Date.