Alterations, Modifications and Additions. Lessee, at its own ---------------------------------------- expense, will make any alteration, modification in or addition to any Item of Equipment (referred to hereinafter as an "Alteration") that may be necessary or advisable, from time to time, to comply with any law or governmental rule or regulation or with health, safety, environmental or other standards of any Regulatory Authority having relevant jurisdiction. In addition, Lessee, at its own expense, may, from time to time, make any Alteration that Lessee deems desirable in the proper conduct of its business; provided, however, that the -------- ------- Alteration will not materially impair the value or utility of such Item of Equipment below the value or utility immediately prior to the Alteration, assuming such Item of Equipment were then of the value and utility required to be maintained by the terms of this Lease Agreement. Lessee may, at any time during the Term for an Item of Equipment, remove any Part (a "Removable Part"): (i) which is in addition to, and not in replacement of or substitution for, any Part originally incorporated or installed or attached to the relevant Item of Equipment at the time of delivery thereof hereunder or any Part in replacement of or substitution for any such Part; (ii) which is not required to be incorporated or installed in or attached or added to such Item of Equipment pursuant to the terms of this Section 10; and (iii) which can be removed from such Item of Equipment without causing material damage to such Item of Equipment or materially diminishing or impairing the value, utility or condition which such Item of Equipment would have had at such time had such alteration, modification or addition not occurred. Title to all Parts incorporated or installed in or attached or added to such Item of Equipment as the result of alterations, modifications, or additions under this Section 10(b), except Removable Parts, shall, without further act, vest in Lessor. Title to any Removable Parts shall not vest in Lessor, and upon the removal by Lessee of any Removable Parts as above provided, such Removable Part shall no longer be deemed part of the Item of Equipment from which it was removed. Any Removable Part not removed by Lessee as above provided prior to the return of such Item of Equipment to Lessor hereunder shall become the property of Lessor at the time of such return. Lessee shall repair all damage to any Item of Equipment resulting from any Alteration so as to restore such Item of Equipment at least to the condition in which it existed prior to such alteration (ordinary wear and tear excepted). Notwithstanding the foregoing and provided that Lessee has not exercised its option to purchase an Item of Equipment pursuant to Section 20(b), at the end of the Term for such Item of Equipment, Lessor shall be entitled to purchase from Lessee any Removable Parts at their then Fair Market Sales Value. Lessor shall not have any obligation to pay for or to reimburse Lessee for any Alteration permitted by this Section 10, whether or not it becomes Lessor's property.
Appears in 1 contract
Alterations, Modifications and Additions. Lessee(a) During the Interim ---------------------------------------- Lease Term Buyer shall, at its own ---------------------------------------- Buyer's sole cost and expense, will make any alteration, modification or cause to be made such alterations and modifications in or addition and additions to any Item of the Equipment (referred to hereinafter as an "Alteration") that may be necessary or advisable, required from time to time, time to comply with any law or governmental rule or regulation or with health, safety, environmental or other meet the standards of Transport Canada or the FAA and any Regulatory Authority other Governmental Body having relevant jurisdiction, such requirements to include, without limitation, compliance with all applicable FAA and Transport Canada airworthiness directives and mandatory service bulletins, the compliance with which is required on or before the date one year after the end of the Interim Lease Term. The Buyer shall document in the Data the method and date of compliance with such requirements to the extent required for certification by Transport Canada and the FAA (with no variance, extension, carry-overs or deferrals).
(b) In additionaddition to its rights under Section 12.1, LesseeBuyer may, at its own ------------ Buyer's sole cost and expense, may, from time to timeand with Seller's prior written consent, make such additional alterations and modifications in and additions to the Airframe or any Alteration that Lessee deems Engine as Buyer may deem desirable in the proper conduct of its business; provided, however, that no such alteration, modification or addition shall diminish the -------- ------- Alteration will not materially value, utility or remaining useful life of the Equipment (taken as a whole) or impair the value or utility airworthiness and condition of such Item of the Equipment below the value or utility immediately prior to the Alterationsuch alteration, modification or addition, assuming such Item of Equipment were was then of the value value, utility and utility remaining useful life and in the airworthy and other condition required to be maintained by the terms of this Lease Agreement. Lessee mayThe alterations and modifications pursuant to this Section 12.3(b) shall not, over --------------- time, have a material adverse effect on the value of the Airframe or any Engine.
(c) Title to all Parts incorporated in, installed on or attached or added to the Airframe or any Engine as the result of any alteration, modification or addition made as required or permitted by this Section 12.3 ------------ shall, without further act, vest in Seller and become subject to this Agreement; provided, however, that so long as no Default or Event of Default shall have occurred and be continuing, at any time during the Term for an Item of EquipmentInterim Lease Term, Buyer may remove any Part (a "Removable Part"): provided that (i) which such Part is in addition to, and not in replacement of or in substitution for, any Part originally incorporated or installed or attached to the relevant Item of Equipment at the time of delivery thereof hereunder or any Part in replacement of or substitution for any such an original Part; , (ii) which such Part is not required to be incorporated or in, installed in on or attached or added to such Item of Equipment the Airframe or any Engine pursuant to the terms of this Section 10; Sections 12.1 or 12.3(a), and ------------------------ (iii) which such Part can be removed from the Airframe or such Item of Equipment Engine without causing material damage to such Item of Equipment or materially diminishing or impairing the value, utility utility, remaining useful life, airworthiness or condition which required to be maintained by the terms of this Agreement that such Item of Equipment Airframe or Engine would have had at such time had such alteration, modification or addition not occurred. Title to all Parts incorporated or installed in or attached or added Upon the removal by Buyer of any Part as permitted by this Section 12.3, title to such Item of Equipment as the result of alterations, modifications, or additions under this Section 10(b), except Removable Parts, removed Part shall, without ------------ further act, vest in Lessor. Title to any Removable Parts shall not vest in Lessor, Buyer and upon the removal by Lessee of any Removable Parts as above provided, such Removable Part removed part shall no longer be deemed part a "Part" of the Item of Equipment from which it was removedEquipment. Any Removable Part not removed recovered by Lessee Buyer as provided above provided prior to before the return to Seller of the Airframe or Engine in which such Item of Equipment Part is incorporated or installed or to Lessor hereunder which such Part is attached shall become remain the property of Lessor at the time of such return. Lessee shall repair all damage Seller and subject to any Item of Equipment resulting from any Alteration so as to restore such Item of Equipment at least to the condition in which it existed prior to such alteration (ordinary wear and tear excepted). Notwithstanding the foregoing and provided that Lessee has not exercised its option to purchase an Item of Equipment pursuant to Section 20(b), at the end of the Term for such Item of Equipment, Lessor shall be entitled to purchase from Lessee any Removable Parts at their then Fair Market Sales Value. Lessor shall not have any obligation to pay for or to reimburse Lessee for any Alteration permitted by this Section 10, whether or not it becomes Lessor's propertyAgreement.
Appears in 1 contract
Samples: Aircraft Conditional Sale Agreement (Airfund International Limited Partnership)
Alterations, Modifications and Additions. Lessee, at its own ---------------------------------------- expense, will make any alteration, modification in or addition to any Item of Equipment (referred to hereinafter as an "Alteration") that may be necessary or advisable, from time to time, to comply with any law or governmental rule or regulation or with health, safety, environmental or other standards of any Regulatory Authority having relevant jurisdiction. In addition, LesseeThe Grantor, at its own expense, may, will make (or cause to be made) such alterations and modifications in and additions to each Engine as may be required to be made from time to timetime so as to comply with any law, rule, regulation or order of any Governmental Authority of any jurisdiction in which any Engine may be located; provided, however, that the Grantor may, in good faith, and by appropriate proceedings contest the validity or application of any such law, rule, regulation or order (commencement of such contest to occur within 45 days of the date on which the Grantor is required to make such alterations or modifications) in any Alteration that Lessee deems reasonable manner which does not materially adversely affect the Collateral Agent or any Secured Party or any of their respective legal and economic interests in or to such Engine, subject any such Person to material risk of any civil or any criminal penalties, or involve any material risk of loss or forfeiture of title to any Engine. In addition, subject to the last sentence of this Section 2.02(c), the Grantor, at its own expense, may from time to time make such alterations and modifications in and additions to any Engine as the Grantor may deem desirable in the proper conduct of its business, including removal of Parts which the Grantor deems to be obsolete or no longer suitable or appropriate for use on such Engine; providedprovided that no such alteration, howevermodification, that removal or addition impairs the -------- ------- Alteration will not condition or airworthiness of such Engine, or materially impair diminishes the value or utility of such Item of Equipment Engine below the value condition, airworthiness, or utility thereof immediately prior to the Alterationsuch alteration, modification, removal or addition assuming such Item of Equipment were Engine was then of in the value and utility condition required to be maintained by the terms of this Lease AgreementMortgage; provided further that if any such alteration, modification, removal or addition materially diminishes the current market value of such Engine below the current market value thereof immediately prior to such alteration, modification, removal or addition, then the Grantor shall promptly notify the Collateral Agent thereof. Lessee All Parts incorporated or installed in or attached or added to an Engine as the result of such alteration, modification or addition (except those parts which are excluded from the definition of Parts or which may be removed by the Grantor pursuant to the next sentence) (the “Additional Parts”) shall, without further act, become subject to the Lien of this Mortgage. Notwithstanding the foregoing sentence, the Grantor may, at any time during the Term for an Item its own expense, so long as no Event of EquipmentDefault shall have occurred and be continuing, remove or suffer to be removed any Additional Part, provided that such Additional Part (a "Removable Part"): (i) which is in addition to, and not in replacement of or substitution for, any Part originally incorporated or installed in or attached to the relevant Item of Equipment at the time of delivery thereof hereunder such Engine or any Part in replacement of or substitution for any such Part; Part and (ii) which is not required to be incorporated or installed in or attached or added to such Item of Equipment Engine pursuant to the terms first sentence of this Section 10; and paragraph (iii) which can be removed from such Item of Equipment without causing material damage to such Item of Equipment or materially diminishing or impairing the value, utility or condition which such Item of Equipment would have had at such time had such alteration, modification or addition not occurredc). Title to all Parts incorporated or installed in or attached or added to such Item of Equipment as the result of alterations, modifications, or additions under this Section 10(b), except Removable Parts, shall, without further act, vest in Lessor. Title to any Removable Parts shall not vest in Lessor, and upon Upon the removal by Lessee of any Removable Parts thereof as above providedprovided above, such Removable Additional Part shall no longer be deemed to be subject to the Lien of this Mortgage or part of the Item of Equipment such Engine from which it was removed. Any Removable Part not removed and may be sold or otherwise disposed of by Lessee as above provided prior to the return Grantor in the ordinary course of such Item of Equipment to Lessor hereunder shall become the property of Lessor at the time of such return. Lessee shall repair all damage to any Item of Equipment resulting from any Alteration so as to restore such Item of Equipment at least to the condition in which it existed prior to such alteration (ordinary wear and tear excepted). Notwithstanding the foregoing and provided that Lessee has not exercised its option to purchase an Item of Equipment pursuant to Section 20(b), at the end of the Term for such Item of Equipment, Lessor shall be entitled to purchase from Lessee any Removable Parts at their then Fair Market Sales Value. Lessor shall not have any obligation to pay for or to reimburse Lessee for any Alteration permitted by this Section 10, whether or not it becomes Lessor's propertybusiness.
Appears in 1 contract
Samples: Equipment Mortgage and Security Agreement (Pinnacle Airlines Corp)
Alterations, Modifications and Additions. LesseeSublessee shall make (or cause to be made under the MSA or otherwise) such alterations and modifications in and additions to the Equipment at its expense as may be required from time to time to meet all applicable standards of the FAA or other governmental authority having jurisdiction, unless the validity or application thereof is being contested in good faith by appropriate proceedings (but only so long as such proceedings do not involve any material risk of sale, forfeiture or loss of any of the Equipment or any interest therein). If any mandatory modification work is required, Sublessee shall pay for the first $__________ of the actual cost for any one such mandatory modification and the first $__________ of the actual cost for multiple such mandatory modifications. If the actual cost of such mandatory modification (that is, without markup) exceeds $__________ for any one such mandatory modification and $__________ for multiple such mandatory modifications, then Sublessor shall reimburse Sublessee for a portion of such excess cost in an amount equal to the excess of such cost over $__________ (in the case of a single mandatory modification) or $__________ (in the case of multiple such mandatory modifications) multiplied by a fraction, the numerator of which is the number of months then remaining in the Term of this Sublease and the denominator of which is 84. The Sublessor shall reimburse Sublessee for the balance of such excess cost to Sublessee promptly following completion of such mandatory modification, provided that no Event of Default has occurred and is continuing. In addition, Sublessee, at its own ---------------------------------------- cost and expense, will make any alteration, modification in or addition to any Item of Equipment (referred to hereinafter as an "Alteration") that may be necessary or advisable, from time to time, time request that Continental make under the MSA such alterations and modifications in and additions to comply with any law or governmental rule or regulation or with health, safety, environmental or other standards item of any Regulatory Authority having relevant jurisdiction. In addition, Lessee, at its own expense, may, from time to time, make any Alteration that Lessee deems Equipment as Sublessee may deem desirable in the proper conduct of its business; provided, however, that the -------- ------- Alteration will not materially impair no such alteration, modification or addition shall diminish, in Sublessor's reasonable determination, the value or utility of such Item item of Equipment below the value or value, utility and airworthiness thereof immediately prior to the Alterationsuch alteration, modification or addition, assuming such Item item of Equipment were was then of in the value condition and utility airworthiness required to be maintained by the terms of this Lease AgreementSublease. Lessee mayExcept as otherwise provided herein, title to all Parts (other than Removable Parts (as defined below)) incorporated in an item of Equipment as the result of such alteration, modification or addition shall, without further act, vest in the Head Lessor and become subject to this Sublease. Notwithstanding the foregoing sentence of this Section 6.3, so long as no Event of Default shall have occurred and be continuing, Sublessee may request that Continental under the MSA remove any Part (such Part being referred to herein as a "Removable Part") at any time during the Term for an Item of Equipment, remove any Part (a "Removable Part"): if (i) which such Part is in addition to, and not in replacement of or substitution for, any Part originally incorporated in the Aircraft, Airframe or installed or attached to the relevant Item of Equipment such Engine at the time of delivery thereof hereunder or any Part in replacement of or substitution for any such Part; hereunder, (ii) which such Part is not required required, in Sublessor's determination, to be incorporated or installed in or attached or added to such Item item of Equipment pursuant to the terms of Section 5.3 or 5.4 hereof or the first sentence of this Section 10; 6.3 and (iii) which such Part can be removed from such Item item of Equipment without causing material damage to such Item of Equipment or materially diminishing or impairing impairing, in Sublessor's determination, the value, utility or condition airworthiness which such Item item of Equipment would have had at such time had such alteration, modification or addition not occurred. Title to all Removable Parts incorporated may be subleased from third parties other than Sublessor. Upon the removal by Sublessee (or installed in or attached or added to such Item by Continental under the MSA) of Equipment any Part as the result of alterationsabove provided, modifications, or additions under this Section 10(b), except Removable Parts, title thereto shall, without further act, vest in Lessor. Title to any Removable Parts shall not vest in Lessor, Sublessee and upon the removal by Lessee of any Removable Parts as above provided, such Removable Part shall no longer be deemed part of the Item of Equipment Aircraft, Airframe or such Engine from which it was removed. Any Removable Part not removed by Lessee as above provided prior to the return of such Item item of Equipment to Lessor Sublessor hereunder shall become remain the property of Head Lessor at the time of such return. Lessee shall repair all damage to any Item of Equipment resulting from any Alteration so as to restore such Item of Equipment at least to the condition in which it existed prior to such alteration (ordinary wear and tear excepted). Notwithstanding the foregoing and provided that Lessee has not exercised its option to purchase an Item Sublessor may require Sublessee, in connection with the return of Equipment the Aircraft pursuant to Section 20(b)12 hereof, at the end of the Term for such Item of Equipment, Lessor shall be entitled to purchase from Lessee remove any Removable Parts at their then Fair Market Sales ValuePart from the Aircraft and to restore the Aircraft to its condition prior to the addition of such Removable Part. Lessor Sublessor shall not have bear any obligation to pay for or to reimburse Lessee liability for any Alteration permitted by this Section 10alteration, whether modification or not it becomes Lessor's propertyaddition or for any grounding or suspension of certification of any item of Equipment or for loss of revenue.
Appears in 1 contract
Alterations, Modifications and Additions. LesseeSublessee shall make (or cause to be made under the MSA or otherwise) such alterations and modifications in and additions to the Equipment at its expense as may be required from time to time to meet all applicable standards of the FAA or other governmental authority having jurisdiction, unless the validity or application thereof is being contested in good faith by appropriate proceedings (but only so long as such proceedings do not involve any material risk of sale, forfeiture or loss of any of the Equipment or any interest therein). If any mandatory modification work is required, Sublessee shall pay for the first $________ of the actual cost for any one such mandatory modification and the first $________ of the actual cost for multiple such mandatory modifications. If the actual cost of such mandatory modification (that is, without markup) exceeds $________ for any one such mandatory modification and $________ for multiple such mandatory modifications, then Sublessor shall reimburse Sublessee for a portion of such excess cost in an amount equal to the excess of such cost over $________ (in the case of a single mandatory modification) or $________ (in the case of multiple such mandatory modifications) multiplied by a fraction, the numerator of which is the number of months then remaining in the Term of this Sublease and the denominator of which is 84. The Sublessor shall reimburse Sublessee for the balance of such excess cost to Sublessee promptly following completion of such mandatory modification, provided that no Event of Default has occurred and is continuing. In addition, Sublessee, at its own ---------------------------------------- cost and expense, will make any alteration, modification in or addition to any Item of Equipment (referred to hereinafter as an "Alteration") that may be necessary or advisable, from time to time, time request that Continental make under the MSA such alterations and modifications in and additions to comply with any law or governmental rule or regulation or with health, safety, environmental or other standards item of any Regulatory Authority having relevant jurisdiction. In addition, Lessee, at its own expense, may, from time to time, make any Alteration that Lessee deems Equipment as Sublessee may deem desirable in the proper conduct of its business; provided, however, that the -------- ------- Alteration will not materially impair no such alteration, modification or addition shall diminish, in Sublessor's reasonable determination, the value or utility of such Item item of Equipment below the value or value, utility and airworthiness thereof immediately prior to the Alterationsuch alteration, modification or addition, assuming such Item item of Equipment were was then of in the value condition and utility airworthiness required to be maintained by the terms of this Lease AgreementSublease. Lessee mayExcept as otherwise provided herein, title to all Parts (other than Removable Parts (as defined below)) incorporated in an item of Equipment as the result of such alteration, modification or addition shall, without further act, vest in the Head Lessor and become subject to this Sublease. Notwithstanding the foregoing sentence of this Section 6.3, so long as no Event of Default shall have occurred and be continuing, Sublessee may request that Continental under the MSA remove any Part (such Part being referred to herein as a "Removable Part") at any time during the Term for an Item of Equipment, remove any Part (a "Removable Part"): if (i) which such Part is in addition to, and not in replacement of or substitution for, any Part originally incorporated in the Aircraft, Airframe or installed or attached to the relevant Item of Equipment such Engine at the time of delivery thereof hereunder or any Part in replacement of or substitution for any such Part; hereunder, (ii) which such Part is not required required, in Sublessor's determination, to be incorporated or installed in or attached or added to such Item item of Equipment pursuant to the terms of Section 5.3 or 5.4 hereof or the first sentence of this Section 10; 6.3 and (iii) which such Part can be removed from such Item item of Equipment without causing material damage to such Item of Equipment or materially diminishing or impairing impairing, in Sublessor's determination, the value, utility or condition airworthiness which such Item item of Equipment would have had at such time had such alteration, modification or addition not occurred. Title to all Removable Parts incorporated may be subleased from third parties other than Sublessor. Upon the removal by Sublessee (or installed in or attached or added to such Item by Continental under the MSA) of Equipment any Part as the result of alterationsabove provided, modifications, or additions under this Section 10(b), except Removable Parts, title thereto shall, without further act, vest in Lessor. Title to any Removable Parts shall not vest in Lessor, Sublessee and upon the removal by Lessee of any Removable Parts as above provided, such Removable Part shall no longer be deemed part of the Item of Equipment Aircraft, Airframe or such Engine from which it was removed. Any Removable Part not removed by Lessee as above provided prior to the return of such Item item of Equipment to Lessor Sublessor hereunder shall become remain the property of Head Lessor at the time of such return. Lessee shall repair all damage to any Item of Equipment resulting from any Alteration so as to restore such Item of Equipment at least to the condition in which it existed prior to such alteration (ordinary wear and tear excepted). Notwithstanding the foregoing and provided that Lessee has not exercised its option to purchase an Item Sublessor may require Sublessee, in connection with the return of Equipment the Aircraft pursuant to Section 20(b)12 hereof, at the end of the Term for such Item of Equipment, Lessor shall be entitled to purchase from Lessee remove any Removable Parts at their then Fair Market Sales ValuePart from the Aircraft and to restore the Aircraft to its condition prior to the addition of such Removable Part. Lessor Sublessor shall not have bear any obligation to pay for or to reimburse Lessee liability for any Alteration permitted by this Section 10alteration, whether modification or not it becomes Lessor's propertyaddition or for any grounding or suspension of certification of any item of Equipment or for loss of revenue.
Appears in 1 contract
Alterations, Modifications and Additions. LesseeThe Grantor, at its own ---------------------------------------- cost and expense, will make any alteration, modification shall cause such alterations and modifications in or addition and additions to any Item the Equipment included by Grantor in the calculation of Equipment (referred the Borrowing Base to hereinafter be made as an "Alteration") that may be necessary or advisable, required from time to timetime to meet the standards of the FAA and of any other Governmental Authority having jurisdiction and to maintain the certificate of airworthiness for the Aircraft; provided, to comply with however, that the validity or application of any law or governmental rule or such law, rule, regulation or with healthorder may be contested in good faith by appropriate proceedings (provided that, safetyif any such proceeding might reasonably be expected to result in or involve any material danger of the attachment, environmental sale, forfeiture or other standards loss of any Regulatory Authority having relevant jurisdictionitem of Equipment, or any interest therein (including the Lien of the Agent), then the Grantor shall exclude such Equipment from the Borrowing Base). In addition, Lesseethe Grantor, at its own expenseno cost or expense to the Agent or the Lenders, may, from time to time, make cause such alterations and modifications in and additions to any Alteration that Lessee deems desirable in item of Equipment to be made as the proper conduct of its businessGrantor may deem desirable; provided, howeverthat each such alteration, modification and addition is readily removable from such item of Equipment which is included by Grantor in the calculation of the Borrowing Base; and provided, further that no such alteration, modification or addition shall (i) materially diminish the -------- ------- Alteration will not materially impair the value value, utility or utility condition of such Item item of Equipment included by Grantor in the calculation of the Borrowing Base below the value value, utility or utility condition thereof immediately prior to the Alterationsuch alteration, modification or addition, assuming such Item item of Equipment were was then of the value and utility and in the condition required to be maintained by the terms of this Lease Agreement, or (ii) cause the airworthiness certification of the related Aircraft to cease to be in good standing under the Act. The Grantor’s right, title and interest in all Parts added to any Airframe or Engine included by Grantor in the calculation of the Borrowing Base as the result of such alteration, modification or addition shall, without further act, be subject to the Lien of this Agreement. Lessee mayNotwithstanding the foregoing sentence of this Section 3.6, at any time during so long as no Unmatured Default or Default shall have occurred and be continuing, the Term for an Item of Equipment, Grantor may remove any Part (a "Removable Part"): if (i) which such Part is in addition to, and not in replacement of or substitution for, any Part originally incorporated or installed or attached to the relevant Item of Equipment at the time of delivery thereof hereunder or any Part in replacement of or substitution for any such Part; (ii) which such Part is not required to be incorporated or installed in or attached or added to such Item item of Equipment pursuant to the terms of this Section 10; Article 3, and (iii) which such Part can be removed from such Item item of Equipment without causing any material damage to such Item of Equipment or materially diminishing or impairing the value, utility or condition which such Item of Equipment would have had at such time had such alteration, modification or addition not occurredthereto. Title to all Parts incorporated or installed in or attached or added to such Item of Equipment as the result of alterations, modifications, or additions under this Section 10(b), except Removable Parts, shall, without further act, vest in Lessor. Title to any Removable Parts shall not vest in Lessor, and upon Upon the removal by Lessee of any Removable Parts Part as above provided, the Grantor’s right, title and interest in such Removable Part shall no longer be deemed part released from the Lien of the Item of Equipment from which it was removed. Any Removable Part not removed by Lessee as above provided prior to the return of such Item of Equipment to Lessor hereunder shall become the property of Lessor at the time of such return. Lessee shall repair all damage to any Item of Equipment resulting from any Alteration so as to restore such Item of Equipment at least to the condition in which it existed prior to such alteration (ordinary wear and tear excepted). Notwithstanding the foregoing and provided that Lessee has not exercised its option to purchase an Item of Equipment pursuant to Section 20(b), at the end of the Term for such Item of Equipment, Lessor shall be entitled to purchase from Lessee any Removable Parts at their then Fair Market Sales Value. Lessor shall not have any obligation to pay for or to reimburse Lessee for any Alteration permitted by this Section 10, whether or not it becomes Lessor's propertyAgreement.
Appears in 1 contract
Samples: Mortgage, Security Agreement and Assignment (Airnet Systems Inc)
Alterations, Modifications and Additions. Lessee, at its own ---------------------------------------- At their sole expense, will make ---------------------------------------- such alterations and modifications in and additions to the Equipment as may be required from time to time by any relevant Governmental Authority or as may be deemed necessary from time to time by the Borrowers, whether upon the recommendation of any manufacturer or otherwise, for the purpose of the safe operation of the Equipment (any such alteration, modification in or addition to any Item of Equipment (referred to hereinafter as an "Alteration") that may be so required or so deemed necessary or advisable, from time to time, to comply with any law or governmental rule or regulation or with health, safety, environmental or other standards of any Regulatory Authority having relevant jurisdictionbeing herein called a "Required -------- Modification"). In addition, Lesseethe Borrowers, at its own their sole expense, may, may from time ------------ to time, time make any Alteration that Lessee deems such other alterations and modifications in and additions to the Equipment as the Borrowers may deem desirable in the proper conduct of its businesstheir business (any such alteration, modification or addition as may be so deemed desirable being herein called an "Optional Modification"); provided, however, that the (i) any Required --------------------- -------- ------- Alteration will not materially impair Modification shall be expeditiously completed in a good and workmanlike manner, in compliance with all legal requirements applicable thereto, and (ii) no Optional Modification shall diminish the value or utility of such Item any item of Equipment or impair the operating condition thereof below the value, utility and operating condition thereof immediately prior to such Optional Modification, assuming that such item of Equipment was then of the value or utility immediately prior to and in the Alteration, assuming such Item of Equipment were then of the value and utility operating condition required to be maintained by the terms of this Lease Agreement. Lessee may, at any time during the Term for an Item of Equipment, remove any Part (a "Removable Part"): (i) which is in addition to, and not in replacement of or substitution for, any Part originally incorporated or installed or attached to the relevant Item of Equipment at the time of delivery thereof hereunder or any Part in replacement of or substitution for any such Part; (ii) which is not required to be All parts incorporated or installed in or attached or added to such Item any item of Equipment pursuant to the terms composing Collateral as a result of this Section 10; and (iii) which can be removed from such Item of Equipment without causing material damage to such Item of Equipment or materially diminishing or impairing the value, utility or condition which such Item of Equipment would have had at such time had such any alteration, modification or addition which are not occurred. Title to all Parts incorporated or installed in or attached or added readily removable without damage to such Item item of Equipment as the result of alterations, modifications, or additions under this Section 10(b), except Removable Parts, shall, without necessity of further act, vest become part of such item of Equipment for all purposes hereof and subject to the security interest granted herein; however, this sentence shall not be construed to impair or affect Marad's rights, duties and privileges with respect to FGO or Parent under the Marad Financing Documents, and the Borrowers covenant and agree not to incorporate or install in Lessor. Title or attach any item of Marad Collateral to any Removable Parts shall not vest in Lessor, and upon the removal by Lessee of any Removable Parts as above provided, such Removable Part shall no longer be deemed part of the Item item of Equipment from which it was removed. Any Removable Part not removed by Lessee as above provided prior to the return of such Item of Equipment to Lessor hereunder shall become the property of Lessor at the time of such return. Lessee shall repair all damage to any Item of Equipment resulting from any Alteration so as to restore such Item of Equipment at least to the condition in which it existed prior to such alteration (ordinary wear and tear excepted). Notwithstanding the foregoing and provided that Lessee has not exercised its option to purchase an Item of Equipment pursuant to Section 20(b), at the end of the Term for such Item of Equipment, Lessor shall be entitled to purchase from Lessee any Removable Parts at their then Fair Market Sales Value. Lessor shall not have any obligation to pay for or to reimburse Lessee for any Alteration permitted by this Section 10, whether or not it becomes Lessor's propertycomposing Collateral.
Appears in 1 contract
Samples: Loan and Security Agreement (Friede Goldman Halter Inc)
