Maintenance and Operation. (a) Except as provided in Clause 20, the Vessel shall during the Charter Period be in the full possession and at the absolute disposal for all purposes of Charterers and under their complete control in every respect. Charterers hereby covenant and agree with Owners that during the Charter Period (and subject to the provisions of Clause 13): (i) Charterers will at their expense maintain the Vessel, her machinery, cargo handling equipment, boilers, appurtenances and spare parts in a good state of repair and in efficient operating condition in accordance with good commercial maintenance practice commensurate with other vessels in Charterers’ fleet of similar size and trade, ordinary wear and tear excepted; and (ii) Charterers will at their expense keep the Vessel with unexpired classification in accordance with the highest classification of a classification society that is a member of the International Association of Classification Societies as shall previously have been approved by Owners) and other required certificates in force and shall make any improvement or structural changes or acquire any new equipment necessary to comply with the requirements of such classification; and (iii) Charterers shall be at liberty to fit any additional equipment required for the services of Charterers, beyond that on board at the commencement of this Charter, such work to be done at Charterers’ expense and on their time, and such equipment may be removed by Charterers at their cost and on their time at any time (provided, however, that such removal does not adversely affect the class or seaworthiness of the Vessel) prior to the expiration or any other termination of the Charter. The Vessel is to be redelivered to Owners in the same condition and class as that in which she is delivered by Owner, ordinary wear and tear excepted and any additional equipment that cannot be or is not so removed shall become the property of Owners; and (iv) Charterers shall not permit the Vessel to proceed to any port which is then subject to a prohibition by the government of the Registration Jurisdiction or the national government of the port in question; and (v) in the event of hostilities in any part of the world (whether war be declared or not) Charterers will not employ the Vessel nor suggest her employment in carrying any goods which are declared contraband nor suffer her to enter or trade to any zone which is declared a War Zone by the War Risks Insurers unless Charterers have made arrangements with the said insurers for the payment of such additional premiums as said insurers may require to maintain the relevant insurances in force or in any zone in respect of which the War Risks Insurers have withdrawn cover for the Vessel; and (vi) Charterers will not use the Vessel in any manner or for any purpose excepted from any insurance policy or policies taken out in compliance with Clause 11 hereof or for the purpose of carriage of goods of any description excepted from the said insurance policy or policies and shall not do or permit to be done anything which could reasonably be expected to invalidate any of the said insurance policy or policies; and (vii) Charterers will not use the Vessel in any manner or for any purpose or trade or permit or suffer to be done any act which will prejudice Owners’ ownership of the Vessel or any part thereof. (b) During the Charter Period, Charterers shall at their own expense or by their own procurement man, victual, navigate, operate, supply, fuel and repair the Vessel whenever required and shall, as between themselves and Owners, be responsible for all charges and expenses of every kind and nature whatsoever incidental to their use and operation of the Vessel under this Charter, including any foreign, general, municipal, value added or other taxes except that Charterers shall not be responsible for Owners’ documentation costs under clause 6(a) or for Owner Taxes. During the Charter Period, the master, officers and crew of the Vessel shall be engaged and employed by Charterers and shall remain Charterers’ servants, navigating, managing and working the Vessel on behalf of and at the risk of Charterers. (c) As between themselves and Owners, Charterers shall also be responsible for any charges and expenses incidental to the use and operation of the Vessel while under requisition for hire, during the Charter Period. The foregoing provision of this sub-clause shall be without prejudice to the rights of Owners and Charterers against other parties in respect of any such charges or expenses. Charterers shall, subject to the prior written approval of Owners (such approval not to be unreasonably withheld), be entitled to take action in the name of Owners against other parties in respect of such charges or expenses. If as a result of any such action any moneys are received the same shall be recovered by Charterers. (d) Charterers shall make no changes in the structure of the Vessel nor major changes in her machinery, appurtenances, spareparts or boilers without in each instance first securing the written approval of Owners, which approval shall not be unreasonably withheld. Provided that if any such changes are required to meet classification society requirements, applicable regulations and/or any relevant laws Owners shall not withhold such approval and Charterers shall not be obliged to reinstate the Vessel to its condition prior to the making of such changes. (e) Charterers shall drydock the Vessel and clean and paint her underwater parts in accordance with good commercial practice, but not less than as may be required by the relevant classification society as provided in 7(a)(ii) to maintain the Vessel’s highest classification. (f) Owners (or such persons as they shall appoint or authorize) shall have the right at any time on reasonable notice, and in a manner which shall not interfere with the Vessel’s trading requirements to inspect or survey the Vessel in order to ascertain the condition of the Vessel and to satisfy themselves that the Vessel is being properly repaired and maintained in accordance with the provisions of this Charter. Inspection or survey in drydock shall be made only when the Vessel is in drydock under the provisions of sub-clause (e) of this Clause. However, Owners shall have the right to require the Vessel to be drydocked for inspection, if Charterers are not docking her at the required classification intervals. The costs incurred in respect of such drydocking and any inspection or survey made under this sub-clause shall be paid by Charterers to Owners. All repairs as shall be shown to be required by any inspection or survey shall be made at Charterers’ expense and shall be completed within a reasonable period of time or such other period as is specified by the relevant classification society referred to in Clause 7(a)(ii). Time taken in respect of inspection, survey or repairs shall form part of the Charter Period. Charterers shall whenever requested, on reasonable notice, permit Owners to inspect the Vessel’s log books and furnish Owners promptly with full information regarding any casualties or other damage to the Vessel. (g) Owners shall not be liable for any expense in repairing or maintaining the Vessel or be liable to supply a vessel or any part thereof in lieu if the Vessel or any part thereof is lost, damaged, rendered unfit for use, confiscated, seized, requisitioned, restrained or appropriated and the Charter Hire payable in respect of the Vessel shall continue to be payable notwithstanding loss or damage (not amounting to a Total Loss) to the Vessel or any part thereof (and notwithstanding that the Vessel or any part thereof is rendered unfit for use or is requisitioned for hire). In the event of a Total Loss the provisions of Clause 12 shall apply; (h) Charterers shall not have or be deemed to have any authority to pledge Owners’ credit for any purpose, including any maintenance overhauls, replacements, repairs and modification of the Vessel.
Appears in 2 contracts
Samples: Bareboat Charter Agreement (Calpetro Tankers Bahamas Iii LTD), Bareboat Charter Agreement (California Petroleum Transport Corp)
Maintenance and Operation. The Lessee, at its own cost and expense, until the expiration or earlier termination of this Lease, (ai) Except will be a "citizen of the United States" as provided defined in Clause 20Section 40102(15) of Title 49 of the United States Code and will be an air carrier certificated under Sections 401 and 609 of the Federal Aviation Act and hold all necessary air carrier operating certificates; (ii) will cause ownership of the Aircraft to be duly registered and remain duly registered with the FAA in the name of the Lessor in accordance with the Federal Aviation Act and otherwise registered under all applicable laws of the United States so as to be eligible to operate in commercial air service under the Federal Aviation Act; and (iii) will service, repair, inspect, test, maintain and overhaul the Airframe and each Engine, install replacement equipment and parts on the Airframe and each Engine and maintain the Technical Records (A) so as to keep the Airframe and each Engine in such operating condition as may be required to permit the Airframe and each Engine to be utilized in commercial operations in the United States, (B) so as to enable the airworthiness certification of the Airframe to be maintained in good standing at all times under the Federal Aviation Act, except when aircraft of the same type, model or series as the Airframe (powered by engines of the same type as those with which the Airframe shall be equipped at the time of grounding) registered in the United States have been grounded by the FAA; provided, however, that if, following its issuance, the Vessel United States FAA airworthiness certificate of the Aircraft shall during the Charter Period be in the full possession and at the absolute disposal for all purposes of Charterers and under their complete control in every respect. Charterers hereby covenant and agree with Owners that during the Charter Period (and withdrawn, then, subject to the provisions of Clause 13):
Section 13 hereof, so long as the Lessee is diligently taking or causing to be taken all necessary action promptly to correct the condition that caused such withdrawal, no Lease Event of Default shall arise from such withdrawal, (iC) Charterers will at their expense maintain the Vessel, her machinery, cargo handling equipment, boilers, appurtenances and spare parts in a good state of repair and in efficient operating condition in accordance with the Lessee's FAA-approved maintenance, inspection and maintenance control programs, and in the same manner and with the same care used by the Lessee with respect to the same or similar aircraft and engines owned or operated by the Lessee so as to keep the same in as good commercial maintenance practice commensurate with other vessels in Charterers’ fleet of similar size and tradeoperating condition as when originally leased hereunder, ordinary wear and tear excepted; and
, which practices shall at all times be at or above the standard of the industry in the United States for prudent maintenance of similar equipment, (iiD) Charterers will at their expense keep in such manner as may be necessary to maintain in full force all warranties of the Vessel with unexpired classification manufacturers thereof, and (E) to enable the Lessee to deliver the Aircraft to the Lessor in accordance with Section 8. The Lessee shall maintain all records, logs and other materials that may be required to permit the highest classification of a classification society that is a member Airframe and each Engine to be so utilized. The Lessee will comply in all material respects with all airworthiness directives, mandatory notes or modifications or similar requirements affecting the same (including those issued by the manufacturer or supplier) in such condition so as to comply with this Lease and the rules and regulations of the International Association of Classification Societies as shall previously have been approved by Owners) and other required certificates FAA from time to time in force and shall make applicable to the Aircraft and Engines. Neither the Airframe nor any improvement Engine will be maintained, used or structural changes operated in violation of any law or acquire any new equipment necessary rule, regulation or order of any government or governmental authority having jurisdiction (domestic or foreign), or in violation of any airworthiness certificate, license or registration relating to comply with the requirements of Airframe or such classification; and
(iii) Charterers shall be at liberty to fit Engine issued by any additional equipment required for the services of Charterers, beyond that on board at the commencement of this Charter, such work to be done at Charterers’ expense and on their timeauthority, and in the event that such equipment may be removed by Charterers laws, rules, regulations or orders require alteration of the Airframe or any Engine, the Lessee, at their its own cost and on their time at any time (expense, will conform thereto or obtain conformance therewith and will maintain the same in proper operating condition under such laws, rules, regulations and orders, provided, however, that the Lessee may, in good faith (after having delivered to the Lessor and the Agent an Officers' Certificate stating the facts with respect thereto), contest the validity or application of any such removal law, rule, regulation or order in any reasonable manner that does not not, in the Lessor's and the Agent's opinion (in their sole discretion), adversely affect the class or seaworthiness interests of the Vessel) prior Lessor, the Agent or any Lender. The Lessee covenants and agrees with the Lessor that, the better to ensure the availability of the benefits of Section 1110 of the Bankruptcy Code, the Lessee shall not object to any motion, petition or application filed by the Lessor with any bankruptcy court having jurisdiction over the Lessee, solely as to the expiration portion thereof that seeks, and to the extent that such motion, petition or application seeks, a determination that such Section 1110 of the Bankruptcy Code applies to the lease of the Aircraft hereunder. In the event that Section 1110 is amended, or if it is repealed and another statute is enacted in lieu thereof, the Lessor and the Lessee (at the Lessee's expense) agree to amend this Lease and take such other action not inconsistent with this Lease as the Lessor reasonably deems necessary so as to afford to the Lessor the rights and benefits as such amended or substituted statute confers upon owners, lessors and conditional vendors of aircraft similarly situated to the Lessor. The Lessee will not operate, use or locate the Airframe or any other termination of the Charter. The Vessel is Engine, (I) in any area in which any insurance required to be redelivered maintained pursuant to Owners in the same condition and class as that in which she is delivered by Owner, ordinary wear and tear excepted and any additional equipment that canSection 14 shall not be or is not so removed shall become at the property of Owners; and
(iv) Charterers shall not permit the Vessel to proceed to any port which is then subject to a prohibition by the government of the Registration Jurisdiction or the national government of the port time in question; and
(v) in the event of hostilities in any part of the world (whether war be declared or not) Charterers will not employ the Vessel nor suggest her employment in carrying any goods which are declared contraband nor suffer her to enter or trade to any zone which is declared a War Zone by the War Risks Insurers unless Charterers have made arrangements with the said insurers for the payment of such additional premiums as said insurers may require to maintain the relevant insurances in full force and effect, or in any zone area excluded from coverage by an insurance policy in effect with respect to the Airframe or such Engine, except in the case of a requisition for use by the United States of America, and then only if the Lessee obtains indemnity in lieu of such insurance from the United States of America against the risks and in the amounts required by said Section covering such area, or (II) in any recognized or threatened area of hostilities unless the Airframe or such Engine is operated or used under contract with the Government of the United States of America under which contract that Government assumes liabilities for any damages, loss, destruction or failure to return possession of the War Risks Insurers have withdrawn cover Airframe or such Engine at the end of the term of such contract and for the Vessel; and
(vi) Charterers will injury to persons or damage to property of others. The Lessee shall not use the Vessel Aircraft nor suffer it to be used in any manner or for any purpose excepted from any of the insurance policy on or policies taken out in compliance with Clause 11 hereof respect of the Aircraft or for the purpose of carriage of goods of any description excepted from the said such insurance policy or policies and shall not do nor do, or permit to be done done, anything which could reasonably be expected which, or omit to do anything the omission of which, may invalidate any of the said insurance policy or policies; and
(vii) Charterers will not use the Vessel in any manner or for any purpose or trade or permit or suffer to be done any act which will prejudice Owners’ ownership of the Vessel or any part thereofsuch insurance.
(b) During the Charter Period, Charterers shall at their own expense or by their own procurement man, victual, navigate, operate, supply, fuel and repair the Vessel whenever required and shall, as between themselves and Owners, be responsible for all charges and expenses of every kind and nature whatsoever incidental to their use and operation of the Vessel under this Charter, including any foreign, general, municipal, value added or other taxes except that Charterers shall not be responsible for Owners’ documentation costs under clause 6(a) or for Owner Taxes. During the Charter Period, the master, officers and crew of the Vessel shall be engaged and employed by Charterers and shall remain Charterers’ servants, navigating, managing and working the Vessel on behalf of and at the risk of Charterers.
(c) As between themselves and Owners, Charterers shall also be responsible for any charges and expenses incidental to the use and operation of the Vessel while under requisition for hire, during the Charter Period. The foregoing provision of this sub-clause shall be without prejudice to the rights of Owners and Charterers against other parties in respect of any such charges or expenses. Charterers shall, subject to the prior written approval of Owners (such approval not to be unreasonably withheld), be entitled to take action in the name of Owners against other parties in respect of such charges or expenses. If as a result of any such action any moneys are received the same shall be recovered by Charterers.
(d) Charterers shall make no changes in the structure of the Vessel nor major changes in her machinery, appurtenances, spareparts or boilers without in each instance first securing the written approval of Owners, which approval shall not be unreasonably withheld. Provided that if any such changes are required to meet classification society requirements, applicable regulations and/or any relevant laws Owners shall not withhold such approval and Charterers shall not be obliged to reinstate the Vessel to its condition prior to the making of such changes.
(e) Charterers shall drydock the Vessel and clean and paint her underwater parts in accordance with good commercial practice, but not less than as may be required by the relevant classification society as provided in 7(a)(ii) to maintain the Vessel’s highest classification.
(f) Owners (or such persons as they shall appoint or authorize) shall have the right at any time on reasonable notice, and in a manner which shall not interfere with the Vessel’s trading requirements to inspect or survey the Vessel in order to ascertain the condition of the Vessel and to satisfy themselves that the Vessel is being properly repaired and maintained in accordance with the provisions of this Charter. Inspection or survey in drydock shall be made only when the Vessel is in drydock under the provisions of sub-clause (e) of this Clause. However, Owners shall have the right to require the Vessel to be drydocked for inspection, if Charterers are not docking her at the required classification intervals. The costs incurred in respect of such drydocking and any inspection or survey made under this sub-clause shall be paid by Charterers to Owners. All repairs as shall be shown to be required by any inspection or survey shall be made at Charterers’ expense and shall be completed within a reasonable period of time or such other period as is specified by the relevant classification society referred to in Clause 7(a)(ii). Time taken in respect of inspection, survey or repairs shall form part of the Charter Period. Charterers shall whenever requested, on reasonable notice, permit Owners to inspect the Vessel’s log books and furnish Owners promptly with full information regarding any casualties or other damage to the Vessel.
(g) Owners shall not be liable for any expense in repairing or maintaining the Vessel or be liable to supply a vessel or any part thereof in lieu if the Vessel or any part thereof is lost, damaged, rendered unfit for use, confiscated, seized, requisitioned, restrained or appropriated and the Charter Hire payable in respect of the Vessel shall continue to be payable notwithstanding loss or damage (not amounting to a Total Loss) to the Vessel or any part thereof (and notwithstanding that the Vessel or any part thereof is rendered unfit for use or is requisitioned for hire). In the event of a Total Loss the provisions of Clause 12 shall apply;
(h) Charterers shall not have or be deemed to have any authority to pledge Owners’ credit for any purpose, including any maintenance overhauls, replacements, repairs and modification of the Vessel.
Appears in 2 contracts
Samples: Aircraft Lease Agreement (Atlas Air Worldwide Holdings Inc), Lease Agreement (Atlas Air Worldwide Holdings Inc)
Maintenance and Operation. Lessee, at its own cost and expense, (ai) Except will be a "citizen of the United States" as provided defined in Clause 20Section 40102(15) of Title 49 of the United States Code and will be an air carrier certificated under Sections 401 and 609 of the Act and hold all necessary air carrier operating certificates; (ii) will cause ownership of the Aircraft and Spare Engines to be duly registered and remain duly registered in the name of Lessor in accordance with the Act and otherwise registered under all applicable laws of the United States so as to be eligible to operate in commercial air service under the Act; and (iii) will service, repair, inspect, test, maintain and overhaul the Airframe, each Engine and each Spare Engine and install replacement equipment and parts on the Airframe, each Engine and each Spare Engine (A) so as to keep the Airframe, each Engine and each Spare Engine in such operating condition as may be required to permit the Airframe, each Engine and each Spare Engine to be utilized in commercial operations, (B) so as to enable the airworthiness certification of the Airframe to be maintained in good standing at all times under the Act, except when aircraft of the same type, model or series as the Airframe (powered by engines of the same type as those with which the Airframe shall be equipped at the time of grounding) registered in the United States have been grounded by the FAA; provided, however, that if following its issuance, the Vessel United States FAA airworthiness certificate of the Aircraft shall during the Charter Period be in the full possession and at the absolute disposal for all purposes of Charterers and under their complete control in every respect. Charterers hereby covenant and agree with Owners that during the Charter Period (and withdrawn, then subject to the provisions of Clause 13):
Section 13 hereof, so long as Lessee is diligently taking or causing to be taken all necessary action to promptly correct the condition which caused such withdrawal, no Lease Event of Default shall arise from such withdrawal, (iC) Charterers will at their expense maintain the Vessel, her machinery, cargo handling equipment, boilers, appurtenances and spare parts in a good state of repair and in efficient operating condition in accordance with Lessee's FAA-approved maintenance, inspection and maintenance control programs, and in the same manner and with the same care used by Lessee with respect to the same or similar aircraft and engines owned or operated by Lessee so as to keep the same in as good commercial maintenance practice commensurate with other vessels in Charterers’ fleet of similar size and tradeoperating condition as when originally leased hereunder, ordinary wear and tear excepted; and
(ii) Charterers will , which practices shall at their expense keep all times be at or above the Vessel with unexpired classification in accordance with the highest classification of a classification society that is a member standard of the International Association industry in the United States for prudent maintenance of Classification Societies similar equipment, and (D) in such manner as may be necessary to maintain in full force all warranties of the manufacturers thereof. Lessee shall previously have been approved by Owners) maintain all records, logs and other materials which may be required certificates to permit the Airframe, each Engine and each Spare Engine to be so utilized. Lessee will comply in all material respects with all airworthiness directives, mandatory notes or modifications or similar requirements affecting the same (including those issued by the manufacturer or supplier) in such condition so as to comply with this Lease and the rules and regulations of the FAA from time to time in force and shall make applicable to the Aircraft, Engines and Spare Engines. Neither the Airframe nor any improvement Engine nor any Spare Engine will be maintained, used or structural changes operated in violation of any 62 law or acquire any new equipment necessary rule, regulation or order of any government or governmental authority having jurisdiction (domestic or foreign), or in violation of any airworthiness certificate, license or registration relating to comply with the requirements of Airframe or such classification; and
(iii) Charterers shall be at liberty to fit Engine or Spare Engine issued by any additional equipment required for the services of Charterers, beyond that on board at the commencement of this Charter, such work to be done at Charterers’ expense and on their timeauthority, and in the event that such equipment may be removed by Charterers laws, rules, regulations or orders require alteration of the Airframe or any Engine or Spare Engine, Lessee, at their its own cost and on their time at any time (expense, will conform thereto or obtain conformance therewith and will maintain the same in proper operating condition under such laws, rules, regulations and orders, provided, however, that Lessee may, in good faith (after having delivered to Lessor and Agent an Officers' Certificate stating the facts with respect thereto), contest the validity or application of any such removal law, rule, regulation or order in any reasonable manner which does not not, in Lessor's and Agent's opinion (in their sole discretion), adversely affect the class or seaworthiness interests of the Vessel) prior to the expiration Lessor, Agent or any other termination of Lender. Lessee will not operate, use or locate the Charter. The Vessel is Airframe or any Engine or Spare Engine, (I) in any area in which any insurance required to be redelivered maintained pursuant to Owners in the same condition and class as that in which she is delivered by Owner, ordinary wear and tear excepted and any additional equipment that canSection 14 shall not be or is not so removed shall become at the property of Owners; and
(iv) Charterers shall not permit the Vessel to proceed to any port which is then subject to a prohibition by the government of the Registration Jurisdiction or the national government of the port time in question; and
(v) in the event of hostilities in any part of the world (whether war be declared or not) Charterers will not employ the Vessel nor suggest her employment in carrying any goods which are declared contraband nor suffer her to enter or trade to any zone which is declared a War Zone by the War Risks Insurers unless Charterers have made arrangements with the said insurers for the payment of such additional premiums as said insurers may require to maintain the relevant insurances in full force and effect, or in any zone area excluded from coverage by an insurance policy in effect with respect to the Airframe or such Engine or Spare Engine, except in the case of a requisition for use by the United States of America, and then only if Lessee obtains indemnity in lieu of such insurance from the United States of America against the risks and in the amounts required by said Section covering such area, or (II) in any recognized or threatened area of hostilities unless the Airframe or such Engine or Spare Engine is operated or used under contract with the Government of the United States of America under which contract that Government assumes liabilities for any damages, loss, destruction or failure to return possession of the War Risks Insurers have withdrawn cover Airframe or such Engine or Spare Engine at the end of the term of such contract and for the Vessel; and
(vi) Charterers will injury to persons or damage to property of others. Lessee shall not use the Vessel Aircraft or any Spare Engine nor suffer it to be used in any manner or for any purpose excepted from any of the insurance policy on or policies taken out in compliance with Clause 11 hereof respect of the Aircraft or Spare Engine or for the purpose of carriage of goods of any description excepted from the said such insurance policy or policies and shall not do nor do, or permit to be done done, anything which could reasonably be expected which, or omit to do anything the omission of which, may invalidate any of the said insurance policy or policies; and
(vii) Charterers will not use the Vessel in any manner or for any purpose or trade or permit or suffer to be done any act which will prejudice Owners’ ownership of the Vessel or any part thereofsuch insurance.
(b) During the Charter Period, Charterers shall at their own expense or by their own procurement man, victual, navigate, operate, supply, fuel and repair the Vessel whenever required and shall, as between themselves and Owners, be responsible for all charges and expenses of every kind and nature whatsoever incidental to their use and operation of the Vessel under this Charter, including any foreign, general, municipal, value added or other taxes except that Charterers shall not be responsible for Owners’ documentation costs under clause 6(a) or for Owner Taxes. During the Charter Period, the master, officers and crew of the Vessel shall be engaged and employed by Charterers and shall remain Charterers’ servants, navigating, managing and working the Vessel on behalf of and at the risk of Charterers.
(c) As between themselves and Owners, Charterers shall also be responsible for any charges and expenses incidental to the use and operation of the Vessel while under requisition for hire, during the Charter Period. The foregoing provision of this sub-clause shall be without prejudice to the rights of Owners and Charterers against other parties in respect of any such charges or expenses. Charterers shall, subject to the prior written approval of Owners (such approval not to be unreasonably withheld), be entitled to take action in the name of Owners against other parties in respect of such charges or expenses. If as a result of any such action any moneys are received the same shall be recovered by Charterers.
(d) Charterers shall make no changes in the structure of the Vessel nor major changes in her machinery, appurtenances, spareparts or boilers without in each instance first securing the written approval of Owners, which approval shall not be unreasonably withheld. Provided that if any such changes are required to meet classification society requirements, applicable regulations and/or any relevant laws Owners shall not withhold such approval and Charterers shall not be obliged to reinstate the Vessel to its condition prior to the making of such changes.
(e) Charterers shall drydock the Vessel and clean and paint her underwater parts in accordance with good commercial practice, but not less than as may be required by the relevant classification society as provided in 7(a)(ii) to maintain the Vessel’s highest classification.
(f) Owners (or such persons as they shall appoint or authorize) shall have the right at any time on reasonable notice, and in a manner which shall not interfere with the Vessel’s trading requirements to inspect or survey the Vessel in order to ascertain the condition of the Vessel and to satisfy themselves that the Vessel is being properly repaired and maintained in accordance with the provisions of this Charter. Inspection or survey in drydock shall be made only when the Vessel is in drydock under the provisions of sub-clause (e) of this Clause. However, Owners shall have the right to require the Vessel to be drydocked for inspection, if Charterers are not docking her at the required classification intervals. The costs incurred in respect of such drydocking and any inspection or survey made under this sub-clause shall be paid by Charterers to Owners. All repairs as shall be shown to be required by any inspection or survey shall be made at Charterers’ expense and shall be completed within a reasonable period of time or such other period as is specified by the relevant classification society referred to in Clause 7(a)(ii). Time taken in respect of inspection, survey or repairs shall form part of the Charter Period. Charterers shall whenever requested, on reasonable notice, permit Owners to inspect the Vessel’s log books and furnish Owners promptly with full information regarding any casualties or other damage to the Vessel.
(g) Owners shall not be liable for any expense in repairing or maintaining the Vessel or be liable to supply a vessel or any part thereof in lieu if the Vessel or any part thereof is lost, damaged, rendered unfit for use, confiscated, seized, requisitioned, restrained or appropriated and the Charter Hire payable in respect of the Vessel shall continue to be payable notwithstanding loss or damage (not amounting to a Total Loss) to the Vessel or any part thereof (and notwithstanding that the Vessel or any part thereof is rendered unfit for use or is requisitioned for hire). In the event of a Total Loss the provisions of Clause 12 shall apply;
(h) Charterers shall not have or be deemed to have any authority to pledge Owners’ credit for any purpose, including any maintenance overhauls, replacements, repairs and modification of the Vessel.
Appears in 2 contracts
Samples: Lease Agreement (Atlas Air Inc), Lease Agreement (Atlas Air Inc)
Maintenance and Operation. (a) Except as provided in Clause 20The Lessee, the Vessel shall at its own cost and expense, will at all times during the Charter Period be in the full possession and at the absolute disposal for all purposes of Charterers and under their complete control in every respect. Charterers hereby covenant and agree with Owners that during the Charter Period (and subject to the provisions of Clause 13):
Term: (i) Charterers will at their expense maintain cause the VesselAircraft to be in compliance with all CAA regulations applicable to XxXxxxxxx Xxxxxxx MD 82 aircraft, her machinerycertificated for interstate and overseas operation under Finnish Applicable Law or such other Applicable Law of such other Applicable Jurisdiction, cargo handling equipmentas the case may be, boilers, appurtenances and spare parts in a good state of repair to be and in efficient operating condition remain duly registered with the CAA in accordance with the Act in the name of the Lessor as owner; (ii) maintain, operate, service, repair, overhaul and test the Airframe and each Engine (including but not limited to all program monitoring, program reliability and program reporting requirements under the Approved Maintenance Program and the Act), so as to keep the same in as good commercial maintenance practice commensurate with other vessels in Charterers’ fleet of similar size and tradeoperating condition as when originally leased hereunder, ordinary wear and tear excepted, in the same manner and with the same care as used by the Lessee with similar aircraft operated by the Lessee, and in such condition as may be necessary to enable the airworthiness certificate of the Aircraft to be maintained in good standing at all times under the Act, Finnish Applicable Law or such other Applicable Law of such other Applicable Jurisdiction as the case may be, and in accordance with all manufacturers' mandatory service bulletins with respect thereto, (iii) maintain all records, logs, manuals, manufacturer's service bulletins, CAA and FAA airworthiness directives, engineering and modification orders, and other Records and data required by Finnish Applicable Law or such other Applicable Law of such other Applicable Jurisdiction as the case may be, to be maintained in respect of the Airframe and each Engine; and
(iv) perform all obligations required to be performed by it under the terms of all applicable warranties, service life policies and patent indemnities of the manufacturer or supplier of the Aircraft or any Part thereof, in respect of the Aircraft or any part thereof. The Lessee shall comply with all (i) applicable requirements of Finnish Applicable Law or such other Applicable Law of such Applicable Jurisdiction, as the case may be, and all other applicable environmental, noise, air pollution and other similar standards of Finland or such other Applicable Jurisdiction, as the case may be, and the International Civil Aviation Organization in effect from time to time to the extent that such standards are required to be complied with (without regard to any exemption waiving or delaying compliance therewith applicable solely to the Lessee's use of the Aircraft but not applicable or available generally to any one or more other European operators) and (ii) Charterers will the Lessee, at their expense keep its own expense, forthwith upon the Vessel with unexpired classification in accordance with delivery thereof hereunder, shall cause the highest classification of a classification society that Aircraft to be duly registered (provided the Lessor or its designee is a member eligible to be the registered owner of the International Association of Classification Societies as shall previously have been approved by OwnersAircraft) and other required certificates at all times thereafter to remain duly registered in force and shall make any improvement compliance (provided the Lessor or structural changes or acquire any new equipment necessary to comply with the requirements of such classification; and
(iii) Charterers shall be at liberty to fit any additional equipment required for the services of Charterers, beyond that on board at the commencement of this Charter, such work its designee is eligible to be done at Charterers’ expense and on their time, and such equipment may be removed by Charterers at their cost and on their time at any time (provided, however, that such removal does not adversely affect the class or seaworthiness registered owner of the VesselAircraft) prior to with all Finnish registration and airworthiness requirements or those of any other Applicable Jurisdiction, as the expiration case may be. The Lessee agrees that the Airframe and each Engine will not be maintained, serviced, repaired, overhauled, tested, used or operated: (A) in violation of any law or any rule, regulation or order of any government or governmental authority having jurisdiction (domestic or foreign) or other termination Applicable Law or in violation of the Charter. The Vessel is to be redelivered to Owners in the same condition and class as that in which she is delivered by Owner, ordinary wear and tear excepted and any additional equipment that cannot be or is not so removed shall become the property of Owners; and
(iv) Charterers shall not permit the Vessel to proceed to any port which is then subject to a prohibition by the government airworthiness certificates of the Registration Jurisdiction or the national government of the port in questionAircraft; and
(vB) in the event of hostilities in any part of the world (whether war be declared area excluded from coverage by, or not) Charterers will not employ the Vessel nor suggest her employment in carrying any goods which are declared contraband nor suffer her to enter or trade to any zone which is declared a War Zone by the War Risks Insurers unless Charterers have made arrangements with the said insurers for the payment of such additional premiums as said insurers may require to maintain the relevant insurances in force or in any zone in respect of which the War Risks Insurers have withdrawn cover for the Vessel; and
(vi) Charterers will not use the Vessel in any manner or for any purpose excepted from inconsistent with the terms of, any insurance policy or policies taken out in compliance with Clause 11 hereof or for the purpose of carriage of goods of any description excepted from the said insurance policy or policies and shall not do or permit to be done anything which could reasonably be expected to invalidate any of the said insurance policy or policies; and
(vii) Charterers will not use the Vessel in any manner or for any purpose or trade or permit or suffer to be done any act which will prejudice Owners’ ownership of the Vessel or any part thereof.
(b) During the Charter Period, Charterers shall at their own expense or by their own procurement man, victual, navigate, operate, supply, fuel and repair the Vessel whenever required and shall, as between themselves and Owners, be responsible for all charges and expenses of every kind and nature whatsoever incidental to their use and operation of the Vessel under this Charter, including any foreign, general, municipal, value added or other taxes except that Charterers shall not be responsible for Owners’ documentation costs under clause 6(a) or for Owner Taxes. During the Charter Period, the master, officers and crew of the Vessel shall be engaged and employed by Charterers and shall remain Charterers’ servants, navigating, managing and working the Vessel on behalf of and at the risk of Charterers.
(c) As between themselves and Owners, Charterers shall also be responsible for any charges and expenses incidental to the use and operation of the Vessel while under requisition for hire, during the Charter Period. The foregoing provision of this sub-clause shall be without prejudice to the rights of Owners and Charterers against other parties in respect of any such charges or expenses. Charterers shall, subject to the prior written approval of Owners (such approval not to be unreasonably withheld), be entitled to take action in the name of Owners against other parties in respect of such charges or expenses. If as a result of any such action any moneys are received the same shall be recovered by Charterers.
(d) Charterers shall make no changes in the structure of the Vessel nor major changes in her machinery, appurtenances, spareparts or boilers without in each instance first securing the written approval of Owners, which approval shall not be unreasonably withheld. Provided that if any such changes are required to meet classification society requirements, applicable regulations and/or any relevant laws Owners shall not withhold such approval and Charterers shall not be obliged to reinstate the Vessel to its condition prior to the making of such changes.
(e) Charterers shall drydock the Vessel and clean and paint her underwater parts in accordance with good commercial practice, but not less than as may be required by the relevant classification society as provided terms of Section 11 hereof; or (C) in 7(a)(ii) to maintain the Vessel’s highest classification.
(f) Owners (any recognized or such persons as they shall appoint or authorize) shall have the right at any time on reasonable notice, and in a manner which shall not interfere with the Vessel’s trading requirements to inspect or survey the Vessel in order to ascertain the condition threatened area of the Vessel and to satisfy themselves that the Vessel is being properly repaired and maintained in accordance with the provisions of this Charter. Inspection or survey in drydock shall be made only when the Vessel is in drydock under the provisions of sub-clause (e) of this Clause. However, Owners shall have the right to require the Vessel to be drydocked for inspection, if Charterers are not docking her at the required classification intervals. The costs incurred in respect of such drydocking and any inspection or survey made under this sub-clause shall be paid by Charterers to Owners. All repairs as shall be shown to be required by any inspection or survey shall be made at Charterers’ expense and shall be completed within a reasonable period of time or such other period as is specified by the relevant classification society referred to in Clause 7(a)(ii). Time taken in respect of inspection, survey or repairs shall form part of the Charter Period. Charterers shall whenever requested, on reasonable notice, permit Owners to inspect the Vessel’s log books and furnish Owners promptly with full information regarding any casualties or other damage hostilities unless fully covered to the VesselLessor's satisfaction by war risk insurance.
(g) Owners shall not be liable for any expense in repairing or maintaining the Vessel or be liable to supply a vessel or any part thereof in lieu if the Vessel or any part thereof is lost, damaged, rendered unfit for use, confiscated, seized, requisitioned, restrained or appropriated and the Charter Hire payable in respect of the Vessel shall continue to be payable notwithstanding loss or damage (not amounting to a Total Loss) to the Vessel or any part thereof (and notwithstanding that the Vessel or any part thereof is rendered unfit for use or is requisitioned for hire). In the event of a Total Loss the provisions of Clause 12 shall apply;
(h) Charterers shall not have or be deemed to have any authority to pledge Owners’ credit for any purpose, including any maintenance overhauls, replacements, repairs and modification of the Vessel.
Appears in 2 contracts
Samples: Operating Lease Agreement (American Income Fund I-E), Operating Lease Agreement (American Income Fund I-E)
Maintenance and Operation. (a) Except as provided in Clause 20, the Vessel shall during the Charter Period be in the full possession and at the absolute disposal for all purposes of Charterers and under their complete control in every respect. Charterers hereby covenant and agree with Owners that during the Charter Period (and subject to the provisions of Clause 13):
(i) Charterers will at their expense maintain the Vessel, her machinery, cargo handling equipment, boilers, appurtenances and spare parts in a good state of repair and in efficient operating condition in accordance with good commercial maintenance practice commensurate with other vessels in Charterers’ ' fleet of similar size and trade, ordinary wear and tear excepted; and
(ii) Charterers will at their expense keep the Vessel with unexpired classification in accordance with the highest classification of a classification society that is a member of the International Association of Classification Societies as shall previously have been approved by Owners) and other required certificates in force and shall make any improvement or structural changes or acquire any new equipment necessary to comply with the requirements of such classification; and
(iii) Charterers shall be at liberty to fit any additional equipment required for the services of Charterers, beyond that on board at the commencement of this Charter, such work to be done at Charterers’ ' expense and on their time, and such equipment may be removed by Charterers at their cost and on their time at any time (provided, however, that such removal does not adversely affect the class or seaworthiness of the Vessel) prior to the expiration or any other termination of the Charter. The Vessel is to be redelivered to Owners in the same condition and class as that in which she is delivered by Owner, ordinary wear and tear excepted and any additional equipment that cannot be or is not so removed shall become the property of Owners; and
(iv) Charterers shall not permit the Vessel to proceed to any port which is then subject to a prohibition by the government of the Registration Jurisdiction or the national government of the port in question; and
(v) in the event of hostilities in any part of the world (whether war be declared or not) Charterers will not employ the Vessel nor suggest her employment in carrying any goods which are declared contraband nor suffer her to enter or trade to any zone which is declared a War Zone by the War Risks Insurers unless Charterers have made arrangements with the said insurers for the payment of such additional premiums as said insurers may require to maintain the relevant insurances in force or in any zone in respect of which the War Risks Insurers have withdrawn cover for the Vessel; and
(vi) Charterers will not use the Vessel in any manner or for any purpose excepted from any insurance policy or policies taken out in compliance with Clause 11 hereof or for the purpose of carriage of goods of any description excepted from the said insurance policy or policies and shall not do or permit to be done anything which could reasonably be expected to invalidate any of the said insurance policy or policies; and
(vii) Charterers will not use the Vessel in any manner or for any purpose or trade or permit or suffer to be done any act which will prejudice Owners’ ' ownership of the Vessel or any part thereof.
(b) During the Charter Period, Charterers shall at their own expense or by their own procurement man, victual, navigate, operate, supply, fuel and repair the Vessel whenever required and shall, as between themselves and Owners, be responsible for all charges and expenses of every kind and nature whatsoever incidental to their use and operation of the Vessel under this Charter, including any foreign, general, municipal, value added or other taxes except that Charterers shall not be responsible for Owners’ ' documentation costs under clause 6(a) or for Owner Taxes. During the Charter Period, the master, officers and crew of the Vessel shall be engaged and employed by Charterers and shall remain Charterers’ ' servants, navigating, managing and working the Vessel on behalf of and at the risk of Charterers.
(c) As between themselves and Owners, Charterers shall also be responsible for any charges and expenses incidental to the use and operation of the Vessel while under requisition for hire, during the Charter Period. The foregoing provision of this sub-clause shall be without prejudice to the rights of Owners and Charterers against other parties in respect of any such charges or expenses. Charterers shall, subject to the prior written approval of Owners (such approval not to be unreasonably withheld), be entitled to take action in the name of Owners against other parties in respect of such charges or expenses. If as a result of any such action any moneys are received the same shall be recovered by Charterers.
(d) Charterers shall make no changes in the structure of the Vessel nor major changes in her machinery, appurtenances, spareparts or boilers without in each instance first securing the written approval of Owners, which approval shall not be unreasonably withheld. Provided that if any such changes are required to meet classification society requirements, applicable regulations and/or any relevant laws Owners shall not withhold such approval and Charterers shall not be obliged to reinstate the Vessel to its condition prior to the making of such changes.
(e) Charterers shall drydock the Vessel and clean and paint her underwater parts in accordance with good commercial practice, but not less than as may be required by the relevant classification society as provided in 7(a)(ii) to maintain the Vessel’s 's highest classification.
(f) Owners (or such persons as they shall appoint or authorize) shall have the right at any time on reasonable notice, and in a manner which shall not interfere with the Vessel’s 's trading requirements to inspect or survey the Vessel in order to ascertain the condition of the Vessel and to satisfy themselves that the Vessel is being properly repaired and maintained in accordance with the provisions of this Charter. Inspection or survey in drydock shall be made only when the Vessel is in drydock under the provisions of sub-clause (e) of this Clause. However, Owners shall have the right to require the Vessel to be drydocked for inspection, if Charterers are not docking her at the required classification intervals. The costs incurred in respect of such drydocking and any inspection or survey made under this sub-clause shall be paid by Charterers to Owners. All repairs as shall be shown to be required by any inspection or survey shall be made at Charterers’ ' expense and shall be completed within a reasonable period of time or such other period as is specified by the relevant classification society referred to in Clause 7(a)(ii). Time taken in respect of inspection, survey or repairs shall form part of the Charter Period. Charterers shall whenever requested, on reasonable notice, permit Owners to inspect the Vessel’s 's log books and furnish Owners promptly with full information regarding any casualties or other damage to the Vessel.
(g) Owners shall not be liable for any expense in repairing or maintaining the Vessel or be liable to supply a vessel or any part thereof in lieu if the Vessel or any part thereof is lost, damaged, rendered unfit for use, confiscated, seized, requisitioned, restrained or appropriated and the Charter Hire payable in respect of the Vessel shall continue to be payable notwithstanding loss or damage (not amounting to a Total Loss) to the Vessel or any part thereof (and notwithstanding that the Vessel or any part thereof is rendered unfit for use or is requisitioned for hire). In the event of a Total Loss the provisions of Clause 12 shall apply;
(h) Charterers shall not have or be deemed to have any authority to pledge Owners’ ' credit for any purpose, including any maintenance overhauls, replacements, repairs and modification of the Vessel.
Appears in 1 contract
Samples: Bareboat Charter Agreement (California Petroleum Transport Corp)
Maintenance and Operation. Lessee, at its own cost and expense, will (ai) Except be a "citizen of the United States" as provided defined in Clause 20Section 40102(15) of Title 49 of the United States Code and will be an air carrier certificated under Sections 401 and 609 of the Act and hold all necessary air carrier operating certificates; (ii) will cause ownership of the Air- craft to be duly registered and remain duly registered in the name of Lessor in accordance with the Act and otherwise registered under all applicable laws of the United States so as to be eligible to operate in commercial air service under the Act; and (iii) will service, repair, inspect, test, maintain and overhaul the Airframe and each Engine and install replacement equipment and parts on the Airframe and each Engine and install replacement equipment and parts on the Airframe and each Engine (A) so as to keep the Airframe and each Engine in such operating condition as may be required to permit the Airframe and each Engine to be utilized in commercial operations (B) so as to enable the airworthiness certification of the Airframe to be maintained in good standing at all times under the Act, except when aircraft of the same type, model or series as the Airframe (powered by engines of the same type as those with which the Airframe shall be equipped at the time of grounding) registered in the United States have been grounded by the FAA; provided, however, that if following its issuance, the Vessel United States FAA airworthiness certificate of the Aircraft shall during the Charter Period be in the full possession and at the absolute disposal for all purposes of Charterers and under their complete control in every respect. Charterers hereby covenant and agree with Owners that during the Charter Period (and withdrawn, then subject to the provisions of Clause 13):
Section 13 hereof, so long as Lessee is diligently taking or causing to be taken all necessary action to promptly correct the condition which caused such withdrawal, no Lease Event of Default shall arise from such withdrawal, (iC) Charterers will at their expense maintain the Vessel, her machinery, cargo handling equipment, boilers, appurtenances and spare parts in a good state of repair and in efficient operating condition in accordance with Lessee's FAA-approved maintenance, inspection and maintenance control programs, and in the same manner and with the same care used by Lessee with respect to the same or similar aircraft and engines owned or operated by Lessee so as to keep the same in as good commercial maintenance practice commensurate with other vessels in Charterers’ fleet of similar size and tradeoperating condition as when originally leased hereunder, ordinary wear and tear excepted; and
(ii) Charterers will , which practices shall at their expense keep all times be at or above the Vessel with unexpired classification in accordance with the highest classification of a classification society that is a member standard of the International Association industry in the United States for prudent maintenance of Classification Societies similar equipment, and (D) in such manner as may be necessary to maintain in full force all warranties of the manufacturers thereof. Lessee shall previously have been approved by Owners) maintain all records, logs and other materials which may be required certificates to permit the Airframe and each Engine to be so utilized. Lessee will comply in all material respects with all airworthiness directives, mandatory notes or modifications or similar requirements affecting the same (including those issued by the manufacturer or supplier) in such condition so as to comply with this Lease and the rules and regulations of the FAA from time to time in force and shall make applicable to the Aircraft and Engines. Neither the Airframe nor any improvement Engine will be maintained, used or structural changes operated in violation of any law or acquire any new equipment necessary rule, regulation or order of any government or governmental authority having jurisdiction (domestic or foreign), or in violation of any airworthiness certificate, license or registration relating to comply with the requirements of Airframe or such classification; and
(iii) Charterers shall be at liberty to fit Engine issued by any additional equipment required for the services of Charterers, beyond that on board at the commencement of this Charter, such work to be done at Charterers’ expense and on their timeauthority, and in the event that such equipment may be removed by Charterers laws, rules, regulations or orders require alteration of the Airframe or any Engine, Lessee, at their its own cost and on their time at any time (expense, will conform thereto or obtain conformance therewith and will maintain the same in proper operating condition under such laws, rules, regulations and orders, provided, however, that Lessee may, in good faith (after having delivered to Lessor and Agent an Officers' Certificate stating the facts with respect thereto), contest the validity or application of any such removal law, rule, regulation or order in any reasonable manner which does not not, in Lessor's and Agent's opinion (in their sole discretion), adversely affect the class or seaworthiness interests of the Vessel) prior to the expiration Lessor, Agent or any other termination of Lender. Lessee will not operate, use or locate the Charter. The Vessel is Airframe or any Engine, (I) in any area in which any insurance required to be redelivered maintained pursuant to Owners in the same condition and class as that in which she is delivered by Owner, ordinary wear and tear excepted and any additional equipment that canSection 14 shall not be or is not so removed shall become at the property of Owners; and
(iv) Charterers shall not permit the Vessel to proceed to any port which is then subject to a prohibition by the government of the Registration Jurisdiction or the national government of the port time in question; and
(v) in the event of hostilities in any part of the world (whether war be declared or not) Charterers will not employ the Vessel nor suggest her employment in carrying any goods which are declared contraband nor suffer her to enter or trade to any zone which is declared a War Zone by the War Risks Insurers unless Charterers have made arrangements with the said insurers for the payment of such additional premiums as said insurers may require to maintain the relevant insurances in full force and effect, or in any zone area excluded from coverage by an insurance policy in effect with respect to the Airframe or such Engine, except in the case of a requisition for use by the United States of America, and then only if Lessee obtains indemnity in lieu of such insurance from the United States of America against the risks and in the amounts required by said Section covering such area, or (II) in any recognized or threatened area of hostilities unless the Airframe or such Engine is operated or used under contract with the Government of the United States of America under which contract that Government assumes liabilities for any damages, loss, destruction or failure to return possession of the War Risks Insurers have withdrawn cover Airframe or such Engine at the end of the term of such contract and for the Vessel; and
(vi) Charterers will injury to persons or damage to property of others. Lessee shall not use the Vessel Aircraft nor suffer it to be used in any manner or for any purpose excepted from any of the insurance policy on or policies taken out in compliance with Clause 11 hereof respect of the Aircraft or for the purpose of carriage of goods of any description excepted from the said such insurance policy or policies and shall not do nor do, or permit to be done done, anything which could reasonably be expected which, or omit to do anything the omission of which, may invalidate any of the said insurance policy or policies; and
(vii) Charterers will not use the Vessel in any manner or for any purpose or trade or permit or suffer to be done any act which will prejudice Owners’ ownership of the Vessel or any part thereofsuch insurance.
(b) During the Charter Period, Charterers shall at their own expense or by their own procurement man, victual, navigate, operate, supply, fuel and repair the Vessel whenever required and shall, as between themselves and Owners, be responsible for all charges and expenses of every kind and nature whatsoever incidental to their use and operation of the Vessel under this Charter, including any foreign, general, municipal, value added or other taxes except that Charterers shall not be responsible for Owners’ documentation costs under clause 6(a) or for Owner Taxes. During the Charter Period, the master, officers and crew of the Vessel shall be engaged and employed by Charterers and shall remain Charterers’ servants, navigating, managing and working the Vessel on behalf of and at the risk of Charterers.
(c) As between themselves and Owners, Charterers shall also be responsible for any charges and expenses incidental to the use and operation of the Vessel while under requisition for hire, during the Charter Period. The foregoing provision of this sub-clause shall be without prejudice to the rights of Owners and Charterers against other parties in respect of any such charges or expenses. Charterers shall, subject to the prior written approval of Owners (such approval not to be unreasonably withheld), be entitled to take action in the name of Owners against other parties in respect of such charges or expenses. If as a result of any such action any moneys are received the same shall be recovered by Charterers.
(d) Charterers shall make no changes in the structure of the Vessel nor major changes in her machinery, appurtenances, spareparts or boilers without in each instance first securing the written approval of Owners, which approval shall not be unreasonably withheld. Provided that if any such changes are required to meet classification society requirements, applicable regulations and/or any relevant laws Owners shall not withhold such approval and Charterers shall not be obliged to reinstate the Vessel to its condition prior to the making of such changes.
(e) Charterers shall drydock the Vessel and clean and paint her underwater parts in accordance with good commercial practice, but not less than as may be required by the relevant classification society as provided in 7(a)(ii) to maintain the Vessel’s highest classification.
(f) Owners (or such persons as they shall appoint or authorize) shall have the right at any time on reasonable notice, and in a manner which shall not interfere with the Vessel’s trading requirements to inspect or survey the Vessel in order to ascertain the condition of the Vessel and to satisfy themselves that the Vessel is being properly repaired and maintained in accordance with the provisions of this Charter. Inspection or survey in drydock shall be made only when the Vessel is in drydock under the provisions of sub-clause (e) of this Clause. However, Owners shall have the right to require the Vessel to be drydocked for inspection, if Charterers are not docking her at the required classification intervals. The costs incurred in respect of such drydocking and any inspection or survey made under this sub-clause shall be paid by Charterers to Owners. All repairs as shall be shown to be required by any inspection or survey shall be made at Charterers’ expense and shall be completed within a reasonable period of time or such other period as is specified by the relevant classification society referred to in Clause 7(a)(ii). Time taken in respect of inspection, survey or repairs shall form part of the Charter Period. Charterers shall whenever requested, on reasonable notice, permit Owners to inspect the Vessel’s log books and furnish Owners promptly with full information regarding any casualties or other damage to the Vessel.
(g) Owners shall not be liable for any expense in repairing or maintaining the Vessel or be liable to supply a vessel or any part thereof in lieu if the Vessel or any part thereof is lost, damaged, rendered unfit for use, confiscated, seized, requisitioned, restrained or appropriated and the Charter Hire payable in respect of the Vessel shall continue to be payable notwithstanding loss or damage (not amounting to a Total Loss) to the Vessel or any part thereof (and notwithstanding that the Vessel or any part thereof is rendered unfit for use or is requisitioned for hire). In the event of a Total Loss the provisions of Clause 12 shall apply;
(h) Charterers shall not have or be deemed to have any authority to pledge Owners’ credit for any purpose, including any maintenance overhauls, replacements, repairs and modification of the Vessel.
Appears in 1 contract
Samples: Lease Agreement (Atlas Air Inc)
Maintenance and Operation. Except as set forth in the next succeeding sentence, Lessee shall (i) maintain, inspect, service, repair, overhaul and test the Airframe and each Engine in accordance with (a) Except all required procedures under any maintenance manuals initially furnished with the Aircraft, including any subsequent amendments or supplements to such manuals issued by the Airframe Manufacturer or Engine Manufacturer from time to time, (b) all mandatory "Service Bulletins" and "Aircraft Modification Kits" issued, supplied, or available by or through the Airframe Manufacturer and/or the Engine Manufacturer with respect to the Aircraft, and (c) all "airworthiness alerts" and Airworthiness Directives issued by the Federal Aviation Administration or similar regulatory agency having jurisdictional authority, and whenever possible causing compliance to such Directives to be completed through corrective modification in lieu of operating manual restrictions; (ii) maintain all records, logs and other materials required by the Federal Aviation Administration to be maintained in respect of the avionics, Airframe and each Engine or by the Airframe Manufacturer or Engine Manufacturer for enforcement of any warranties; (iii) with due diligence after written request, furnish to Lessor such information as provided in Clause 20may be required to enable Lessor to timely file any reports required by any governmental authority as a result of Lessor's ownership of the Aircraft; and (iv) not change the Aircraft's primary hangar location without the consent of Lessor, which consent shall not be unreasonably withheld. Notwithstanding the Vessel foregoing, Lessor shall during be responsible for the Charter Period be costs and expenses of the Hot Section Inspection and 3,000 Hours Time Between Overhaul, as such terms are defined in the full possession Cessna Maintenance Manual. Lessee shall not remove the Aircraft from the Continental United States, or from the base indicated for a period in excess of thirty (30) days, without the express, prior written consent of Lessor. All maintenance procedures required by Section 9.1(i) shall be undertaken and at the absolute disposal for all purposes of Charterers and under their complete control in every respect. Charterers hereby covenant and agree with Owners that during the Charter Period (and subject to the provisions of Clause 13):
(i) Charterers will at their expense maintain the Vessel, her machinery, cargo handling equipment, boilers, appurtenances and spare parts in a good state of repair and in efficient operating condition completed in accordance with Airframe Manufacturer's or Engine Manufacturer's required procedures, and only by properly trained, licensed, and certificated maintenance sources and maintenance personnel, so as to keep the Airframe and each Engine in as good commercial maintenance practice commensurate with other vessels in Charterers’ fleet of similar size and tradeoperating condition as when delivered to Lessee hereunder, ordinary wear and tear excepted; and
(ii) Charterers will at their expense , and so as to keep the Vessel with unexpired classification Aircraft in accordance with the highest classification of a classification society that is a member of the International Association of Classification Societies such operating condition as shall previously have been approved by Owners) and other required certificates in force and shall make any improvement or structural changes or acquire any new equipment may be necessary to enable the airworthiness certification of such Aircraft to be maintained in good standing at all times under the Federal Aviation Act. Lessee further agrees that it shall comply with the requirements Engine Manufacturer's maintenance service program currently in force (a certified copy of such classification; and
(iii) Charterers shall be at liberty which has been provided to fit any additional equipment required Lessor), or an equivalent maintenance program authorized in writing by Lessor, for the services of Charterers, beyond that on board at the commencement of this Charter, such work to be done at Charterers’ expense and on their time, and such equipment may be removed by Charterers at their cost and on their time at any time (provided, however, that such removal does not adversely affect the class or seaworthiness full term of the Vessel) prior Lease and shall take all steps necessary under the terms thereof to keep such maintenance service program in effect with respect to the expiration or any other termination of the Charter. The Vessel is to be redelivered to Owners in the same condition and class as that in which she is delivered by Owner, ordinary wear and tear excepted and any additional equipment that cannot be or is not so removed shall become the property of Owners; and
(iv) Charterers shall not permit the Vessel to proceed to any port which is then subject to a prohibition by the government of the Registration Jurisdiction or the national government of the port in question; and
(v) in the event of hostilities in any part of the world (whether war be declared or not) Charterers will not employ the Vessel nor suggest her employment in carrying any goods which are declared contraband nor suffer her to enter or trade to any zone which is declared a War Zone by the War Risks Insurers unless Charterers have made arrangements with the said insurers for the payment of such additional premiums as said insurers may require to maintain the relevant insurances in force or in any zone in respect of which the War Risks Insurers have withdrawn cover for the Vessel; and
(vi) Charterers will not use the Vessel in any manner or for any purpose excepted from any insurance policy or policies taken out in compliance with Clause 11 hereof or for the purpose of carriage of goods of any description excepted from the said insurance policy or policies and shall not do or permit to be done anything which could reasonably be expected to invalidate any of the said insurance policy or policies; and
(vii) Charterers will not use the Vessel in any manner or for any purpose or trade or permit or suffer to be done any act which will prejudice Owners’ ownership of the Vessel or any part thereofEngines.
(b) During the Charter Period, Charterers shall at their own expense or by their own procurement man, victual, navigate, operate, supply, fuel and repair the Vessel whenever required and shall, as between themselves and Owners, be responsible for all charges and expenses of every kind and nature whatsoever incidental to their use and operation of the Vessel under this Charter, including any foreign, general, municipal, value added or other taxes except that Charterers shall not be responsible for Owners’ documentation costs under clause 6(a) or for Owner Taxes. During the Charter Period, the master, officers and crew of the Vessel shall be engaged and employed by Charterers and shall remain Charterers’ servants, navigating, managing and working the Vessel on behalf of and at the risk of Charterers.
(c) As between themselves and Owners, Charterers shall also be responsible for any charges and expenses incidental to the use and operation of the Vessel while under requisition for hire, during the Charter Period. The foregoing provision of this sub-clause shall be without prejudice to the rights of Owners and Charterers against other parties in respect of any such charges or expenses. Charterers shall, subject to the prior written approval of Owners (such approval not to be unreasonably withheld), be entitled to take action in the name of Owners against other parties in respect of such charges or expenses. If as a result of any such action any moneys are received the same shall be recovered by Charterers.
(d) Charterers shall make no changes in the structure of the Vessel nor major changes in her machinery, appurtenances, spareparts or boilers without in each instance first securing the written approval of Owners, which approval shall not be unreasonably withheld. Provided that if any such changes are required to meet classification society requirements, applicable regulations and/or any relevant laws Owners shall not withhold such approval and Charterers shall not be obliged to reinstate the Vessel to its condition prior to the making of such changes.
(e) Charterers shall drydock the Vessel and clean and paint her underwater parts in accordance with good commercial practice, but not less than as may be required by the relevant classification society as provided in 7(a)(ii) to maintain the Vessel’s highest classification.
(f) Owners (or such persons as they shall appoint or authorize) shall have the right at any time on reasonable notice, and in a manner which shall not interfere with the Vessel’s trading requirements to inspect or survey the Vessel in order to ascertain the condition of the Vessel and to satisfy themselves that the Vessel is being properly repaired and maintained in accordance with the provisions of this Charter. Inspection or survey in drydock shall be made only when the Vessel is in drydock under the provisions of sub-clause (e) of this Clause. However, Owners shall have the right to require the Vessel to be drydocked for inspection, if Charterers are not docking her at the required classification intervals. The costs incurred in respect of such drydocking and any inspection or survey made under this sub-clause shall be paid by Charterers to Owners. All repairs as shall be shown to be required by any inspection or survey shall be made at Charterers’ expense and shall be completed within a reasonable period of time or such other period as is specified by the relevant classification society referred to in Clause 7(a)(ii). Time taken in respect of inspection, survey or repairs shall form part of the Charter Period. Charterers shall whenever requested, on reasonable notice, permit Owners to inspect the Vessel’s log books and furnish Owners promptly with full information regarding any casualties or other damage to the Vessel.
(g) Owners shall not be liable for any expense in repairing or maintaining the Vessel or be liable to supply a vessel or any part thereof in lieu if the Vessel or any part thereof is lost, damaged, rendered unfit for use, confiscated, seized, requisitioned, restrained or appropriated and the Charter Hire payable in respect of the Vessel shall continue to be payable notwithstanding loss or damage (not amounting to a Total Loss) to the Vessel or any part thereof (and notwithstanding that the Vessel or any part thereof is rendered unfit for use or is requisitioned for hire). In the event of a Total Loss the provisions of Clause 12 shall apply;
(h) Charterers shall not have or be deemed to have any authority to pledge Owners’ credit for any purpose, including any maintenance overhauls, replacements, repairs and modification of the Vessel.
Appears in 1 contract
Maintenance and Operation. Lessee, at its own cost and expense, (ai) Except will be a "citizen of the United States" as provided defined in Clause 20Section 40102(15) of Title 49 of the United States Code and will be an air carrier certificated under Sections 401 and 609 of the Act and hold all necessary air carrier operating certificates; (ii) will cause ownership of the Aircraft and Spare Engines to be duly registered and remain duly registered in the name of Lessor in accordance with the Act and otherwise registered under all applicable laws of the United States so as to be eligible to operate in commercial air service under the Act; and (iii) will service, repair, inspect, test, maintain and overhaul the Airframe, each Engine and each Spare Engine and install replacement equipment and parts on the Airframe, each Engine and each Spare Engine (A) so as to keep the Airframe, each Engine and each Spare Engine in such operating condition as may be required to permit the Airframe, each Engine and each Spare Engine to be utilized in commercial operations, (B) so as to enable the airworthiness certification of the Airframe to be maintained in good standing at all times under the Act, except when aircraft of the same type, model or series as the Airframe (powered by engines of the same type as those with which the Airframe shall be equipped at the time of grounding) registered in the United States have been grounded by the FAA; provided, however, that if following its issuance, the Vessel United States FAA airworthiness certificate of the Aircraft shall during the Charter Period be in the full possession and at the absolute disposal for all purposes of Charterers and under their complete control in every respect. Charterers hereby covenant and agree with Owners that during the Charter Period (and withdrawn, then subject to the provisions of Clause 13):
Section 13 hereof, so long as Lessee is diligently taking or causing to be taken all necessary action to promptly correct the condition which caused such withdrawal, no Lease Event of Default shall arise from such withdrawal, (iC) Charterers will at their expense maintain the Vessel, her machinery, cargo handling equipment, boilers, appurtenances and spare parts in a good state of repair and in efficient operating condition in accordance with Lessee's FAAapproved maintenance, inspection and maintenance control programs, and in the same manner and with the same care used by Lessee with respect to the same or similar aircraft and engines owned or operated by Lessee so as to keep the same in as good commercial maintenance practice commensurate with other vessels in Charterers’ fleet of similar size and tradeoperating condition as when originally leased hereunder, ordinary wear and tear excepted; and
(ii) Charterers will , which practices shall at their expense keep all times be at or above the Vessel with unexpired classification in accordance with the highest classification of a classification society that is a member standard of the International Association industry in the United States for prudent maintenance of Classification Societies similar equipment, and (D) in such manner as may be necessary to maintain in full force all warranties of the manufacturers thereof. Lessee shall previously have been approved by Owners) maintain all records, logs and other materials which may be required certificates to permit the Airframe, each Engine and each Spare Engine to be so utilized. Lessee will comply in all material respects with all airworthiness directives, mandatory notes or modifications or similar requirements affecting the same (including those issued by the manufacturer or supplier) in such condition so as to comply with this Lease and the rules and regulations of the FAA from time to time in force and shall make applicable to the Aircraft, Engines and Spare Engines. Neither the Airframe nor any improvement Engine nor any Spare Engine will be maintained, used or structural changes operated in violation of any law or acquire any new equipment necessary rule, regulation or order of any government or governmental authority having jurisdiction (domestic or foreign), or in violation of any airworthiness certificate, license or registration relating to comply with the requirements of Airframe or such classification; and
(iii) Charterers shall be at liberty to fit Engine or Spare Engine issued by any additional equipment required for the services of Charterers, beyond that on board at the commencement of this Charter, such work to be done at Charterers’ expense and on their timeauthority, and in the event that such equipment may be removed by Charterers laws, rules, regulations or orders require alteration of the Airframe or any Engine or Spare Engine, Lessee, at their its own cost and on their time at any time (expense, will conform thereto or obtain conformance therewith and will maintain the same in proper operating condition under such laws, rules, regulations and orders, provided, however, that Lessee may, in good faith (after having delivered to Lessor and Agent an Officers' Certificate stating the facts with respect thereto), contest the validity or application of any such removal law, rule, regulation or order in any reasonable manner which does not not, in Lessor's and Agent's opinion (in their sole discretion), adversely affect the class or seaworthiness interests of the Vessel) prior to the expiration Lessor, Agent or any other termination of Lender. Lessee will not operate, use or locate the Charter. The Vessel is Airframe or any Engine or Spare Engine, (I) in any area in which any insurance required to be redelivered maintained pursuant to Owners in the same condition and class as that in which she is delivered by Owner, ordinary wear and tear excepted and any additional equipment that canSection 14 shall not be or is not so removed shall become at the property of Owners; and
(iv) Charterers shall not permit the Vessel to proceed to any port which is then subject to a prohibition by the government of the Registration Jurisdiction or the national government of the port time in question; and
(v) in the event of hostilities in any part of the world (whether war be declared or not) Charterers will not employ the Vessel nor suggest her employment in carrying any goods which are declared contraband nor suffer her to enter or trade to any zone which is declared a War Zone by the War Risks Insurers unless Charterers have made arrangements with the said insurers for the payment of such additional premiums as said insurers may require to maintain the relevant insurances in full force and effect, or in any zone area excluded from coverage by an insurance policy in effect with respect to the Airframe or such Engine or Spare Engine, except in the case of a requisition for use by the United States of America, and then only if Lessee obtains indemnity in lieu of such insurance from the United States of America against the risks and in the amounts required by said Section covering such area, or (II) in any recognized or threatened area of hostilities unless the Airframe or such Engine or Spare Engine is operated or used under contract with the Government of the United States of America under which contract that Government assumes liabilities for any damages, loss, destruction or failure to return possession of the War Risks Insurers have withdrawn cover Airframe or such Engine or Spare Engine at the end of the term of such contract and for the Vessel; and
(vi) Charterers will injury to persons or damage to property of others. Lessee shall not use the Vessel Aircraft or any Spare Engine nor suffer it to be used in any manner or for any purpose excepted from any of the insurance policy on or policies taken out in compliance with Clause 11 hereof respect of the Aircraft or Spare Engine or for the purpose of carriage of goods of any description excepted from the said such insurance policy or policies and shall not do nor do, or permit to be done done, anything which could reasonably be expected which, or omit to do anything the omission of which, may invalidate any of the said insurance policy or policies; and
(vii) Charterers will not use the Vessel in any manner or for any purpose or trade or permit or suffer to be done any act which will prejudice Owners’ ownership of the Vessel or any part thereofsuch insurance.
(b) During the Charter Period, Charterers shall at their own expense or by their own procurement man, victual, navigate, operate, supply, fuel and repair the Vessel whenever required and shall, as between themselves and Owners, be responsible for all charges and expenses of every kind and nature whatsoever incidental to their use and operation of the Vessel under this Charter, including any foreign, general, municipal, value added or other taxes except that Charterers shall not be responsible for Owners’ documentation costs under clause 6(a) or for Owner Taxes. During the Charter Period, the master, officers and crew of the Vessel shall be engaged and employed by Charterers and shall remain Charterers’ servants, navigating, managing and working the Vessel on behalf of and at the risk of Charterers.
(c) As between themselves and Owners, Charterers shall also be responsible for any charges and expenses incidental to the use and operation of the Vessel while under requisition for hire, during the Charter Period. The foregoing provision of this sub-clause shall be without prejudice to the rights of Owners and Charterers against other parties in respect of any such charges or expenses. Charterers shall, subject to the prior written approval of Owners (such approval not to be unreasonably withheld), be entitled to take action in the name of Owners against other parties in respect of such charges or expenses. If as a result of any such action any moneys are received the same shall be recovered by Charterers.
(d) Charterers shall make no changes in the structure of the Vessel nor major changes in her machinery, appurtenances, spareparts or boilers without in each instance first securing the written approval of Owners, which approval shall not be unreasonably withheld. Provided that if any such changes are required to meet classification society requirements, applicable regulations and/or any relevant laws Owners shall not withhold such approval and Charterers shall not be obliged to reinstate the Vessel to its condition prior to the making of such changes.
(e) Charterers shall drydock the Vessel and clean and paint her underwater parts in accordance with good commercial practice, but not less than as may be required by the relevant classification society as provided in 7(a)(ii) to maintain the Vessel’s highest classification.
(f) Owners (or such persons as they shall appoint or authorize) shall have the right at any time on reasonable notice, and in a manner which shall not interfere with the Vessel’s trading requirements to inspect or survey the Vessel in order to ascertain the condition of the Vessel and to satisfy themselves that the Vessel is being properly repaired and maintained in accordance with the provisions of this Charter. Inspection or survey in drydock shall be made only when the Vessel is in drydock under the provisions of sub-clause (e) of this Clause. However, Owners shall have the right to require the Vessel to be drydocked for inspection, if Charterers are not docking her at the required classification intervals. The costs incurred in respect of such drydocking and any inspection or survey made under this sub-clause shall be paid by Charterers to Owners. All repairs as shall be shown to be required by any inspection or survey shall be made at Charterers’ expense and shall be completed within a reasonable period of time or such other period as is specified by the relevant classification society referred to in Clause 7(a)(ii). Time taken in respect of inspection, survey or repairs shall form part of the Charter Period. Charterers shall whenever requested, on reasonable notice, permit Owners to inspect the Vessel’s log books and furnish Owners promptly with full information regarding any casualties or other damage to the Vessel.
(g) Owners shall not be liable for any expense in repairing or maintaining the Vessel or be liable to supply a vessel or any part thereof in lieu if the Vessel or any part thereof is lost, damaged, rendered unfit for use, confiscated, seized, requisitioned, restrained or appropriated and the Charter Hire payable in respect of the Vessel shall continue to be payable notwithstanding loss or damage (not amounting to a Total Loss) to the Vessel or any part thereof (and notwithstanding that the Vessel or any part thereof is rendered unfit for use or is requisitioned for hire). In the event of a Total Loss the provisions of Clause 12 shall apply;
(h) Charterers shall not have or be deemed to have any authority to pledge Owners’ credit for any purpose, including any maintenance overhauls, replacements, repairs and modification of the Vessel.
Appears in 1 contract
Samples: Lease Agreement (Atlas Air Inc)
Maintenance and Operation. (a) Except as provided in Clause 20During the Term, the Vessel Lessee, at its own cost and expense, shall during the Charter Period be in the full possession and at the absolute disposal for all purposes of Charterers and under their complete control in every respect. Charterers hereby covenant and agree with Owners that during the Charter Period (and subject to the provisions of Clause 13):
(i) Charterers will at their expense maintain maintain, inspect, service, repair, overhaul and test the Vessel, her machinery, cargo handling equipment, boilers, appurtenances Airframe and spare parts in a good state of repair and in efficient operating condition each Engine in accordance with FAA approved and Manufacturer’s recommended maintenance programs; (ii) maintain (in the English language) all Records and (iii) promptly furnish to Lessor such information as may be required to enable Lessor to file any reports required by any governmental authority as a result of Lessor’s ownership of the Aircraft. All maintenance procedures shall be performed in accordance with all FAA and Manufacturer’s standards and procedures by properly trained, licensed, and certified maintenance sources and maintenance personnel utilizing replacement parts approved by the FAA and the Manufacturer, so as to keep the Airframe and each Engine and Part in good commercial maintenance practice commensurate with other vessels in Charterers’ fleet of similar size and tradeoperating condition, ordinary wear and tear alone excepted; and
, and to enable the airworthiness certificate for the Aircraft to be continually maintained. In the event any Engine is damaged or is being inspected or overhauled and provided no Event of Default has occurred and is continuing, Lessee, at its option, may substitute another engine of the same make and model as the Engine being repaired or overhauled provided such Engine is approved by the FAA and the manufacturer of the Airframe for use on the Aircraft (iiany such substitute engine being hereinafter referred to as a “Loaner Engine”) Charterers will at their expense keep during the Vessel period of such repair or overhaul and provided further (x) installation of the Loaner Engine is performed by an FAA and manufacturer certified mechanic with unexpired classification respect to an aircraft of the type of the Aircraft, (y) the Loaner Engine is removed and the repaired or overhauled original Engine is reinstalled on the Airframe promptly upon completion of the repair or overhaul of the original Engine but in no event later than the expiration, cancellation or earlier termination of the Term and (z) the Loaner Engine is free and clear of all Liens (other than Permitted Liens) and is maintained in accordance with the highest classification of a classification society herewith. Lessor hereby agrees that is a member of the International Association of Classification Societies as shall previously have been approved by Owners) and other required certificates in force and shall make any improvement or structural changes or acquire any new equipment necessary to comply with the requirements of such classification; and
(iii) Charterers shall be at liberty to fit any additional equipment required for the services of Charterers, beyond that on board at the commencement of this Charter, such work to be done at Charterers’ expense and on their timeit has no, and agrees not to assert any, right, title or interest in and to any such equipment Loaner Engine, and Lessor agrees that it shall execute any agreement or document to such effect as Lessee may be removed by Charterers at their cost and on their time at any time (reasonable request; provided, however, that such removal does not adversely affect the class (i) any reasonable costs or seaworthiness expenses of the Vessel) prior to the expiration or any other termination of the Charter. The Vessel is to be redelivered to Owners in the same condition and class as that in which she is delivered by Owner, ordinary wear and tear excepted and any additional equipment that cannot be or is not so removed shall become the property of Owners; and
(iv) Charterers shall not permit the Vessel to proceed Lessor related to any port which is then subject to a prohibition by the government of the Registration Jurisdiction or the national government of the port in question; and
(v) in the event of hostilities in any part of the world (whether war be declared or not) Charterers will not employ the Vessel nor suggest her employment in carrying any goods which are declared contraband nor suffer her to enter or trade to any zone which is declared a War Zone by the War Risks Insurers unless Charterers have made arrangements with the said insurers for the payment of such additional premiums as said insurers may require to maintain the relevant insurances in force or in any zone in respect of which the War Risks Insurers have withdrawn cover for the Vessel; and
(vi) Charterers will not use the Vessel in any manner or for any purpose excepted from any insurance policy or policies taken out in compliance with Clause 11 hereof or for the purpose of carriage of goods of any description excepted from the said insurance policy or policies and shall not do or permit to be done anything which could reasonably be expected to invalidate any of the said insurance policy or policies; and
(vii) Charterers will not use the Vessel in any manner or for any purpose or trade or permit or suffer to be done any act which will prejudice Owners’ ownership of the Vessel or any part thereof.
(b) During the Charter Period, Charterers shall at their own expense or by their own procurement man, victual, navigate, operate, supply, fuel and repair the Vessel whenever required and shall, as between themselves and Owners, be responsible for all charges and expenses of every kind and nature whatsoever incidental to their use and operation of the Vessel under this Charter, including any foreign, general, municipal, value added or other taxes except that Charterers shall not be responsible for Owners’ documentation costs under clause 6(a) or for Owner Taxes. During the Charter Period, the master, officers and crew of the Vessel shall be engaged and employed by Charterers and shall remain Charterers’ servants, navigating, managing and working the Vessel on behalf of and at the risk of Charterers.
(c) As between themselves and Owners, Charterers shall also be responsible for any charges and expenses incidental to the use and operation of the Vessel while under requisition for hire, during the Charter Period. The foregoing provision of this sub-clause shall be without prejudice to the rights of Owners and Charterers against other parties in respect of any such charges or expenses. Charterers shall, subject to the prior written approval of Owners (such approval not to be unreasonably withheld), be entitled to take action in the name of Owners against other parties in respect of such charges or expenses. If as a result of any such action any moneys are received the same shall be recovered by Charterers.
(d) Charterers shall make no changes in the structure of the Vessel nor major changes in her machinery, appurtenances, spareparts or boilers without in each instance first securing the written approval of Owners, which approval shall not be unreasonably withheld. Provided that if any such changes are required to meet classification society requirements, applicable regulations and/or any relevant laws Owners shall not withhold such approval and Charterers shall not be obliged to reinstate the Vessel to its condition prior to the making of such changes.
(e) Charterers shall drydock the Vessel and clean and paint her underwater parts in accordance with good commercial practice, but not less than as may be required by the relevant classification society as provided in 7(a)(ii) to maintain the Vessel’s highest classification.
(f) Owners (or such persons as they shall appoint or authorize) shall have the right at any time on reasonable notice, and in a manner which shall not interfere with the Vessel’s trading requirements to inspect or survey the Vessel in order to ascertain the condition of the Vessel and to satisfy themselves that the Vessel is being properly repaired and maintained in accordance with the provisions of this Charter. Inspection or survey in drydock shall be made only when the Vessel is in drydock under the provisions of sub-clause (e) of this Clause. However, Owners shall have the right to require the Vessel to be drydocked for inspection, if Charterers are not docking her at the required classification intervals. The costs incurred in respect of such drydocking and any inspection or survey made under this sub-clause agreement shall be paid by Charterers to Owners. All repairs as the Lessee upon demand by the Lessor for payment of the same, and (ii) any such agreement shall be shown in from and substance reasonably satisfactory to be required by any inspection or survey shall be made at Charterers’ expense and shall be completed within a reasonable period of time or such other period as is specified by the relevant classification society referred to in Clause 7(a)(ii). Time taken in respect of inspection, survey or repairs shall form part of the Charter Period. Charterers shall whenever requested, on reasonable notice, permit Owners to inspect the Vessel’s log books and furnish Owners promptly with full information regarding any casualties or other damage to the VesselLessor.
(g) Owners shall not be liable for any expense in repairing or maintaining the Vessel or be liable to supply a vessel or any part thereof in lieu if the Vessel or any part thereof is lost, damaged, rendered unfit for use, confiscated, seized, requisitioned, restrained or appropriated and the Charter Hire payable in respect of the Vessel shall continue to be payable notwithstanding loss or damage (not amounting to a Total Loss) to the Vessel or any part thereof (and notwithstanding that the Vessel or any part thereof is rendered unfit for use or is requisitioned for hire). In the event of a Total Loss the provisions of Clause 12 shall apply;
(h) Charterers shall not have or be deemed to have any authority to pledge Owners’ credit for any purpose, including any maintenance overhauls, replacements, repairs and modification of the Vessel.
Appears in 1 contract
Samples: Aircraft Lease (Copart Inc)
Maintenance and Operation. Lessee, at its own cost and expense, will (ai) Except be a "citizen of the United States" as provided defined in Clause 20Section 40102(15) of Title 49 of the United States Code and will be an air carrier certificated under Sections 401 and 609 of the Act and hold all necessary air carrier operating certificates; (ii) will cause ownership of the Aircraft to be duly registered and remain duly registered in the name of Lessor in accordance with the Act and otherwise registered under all applicable laws of the United States so as to be eligible to operate in commercial air service under the Act; and (iii) will service, repair, inspect, test, maintain and overhaul the Airframe and each Engine and install replacement equipment and parts on the Airframe and each Engine and install replacement equipment and parts on the Airframe and each Engine (A) so as to keep the Airframe and each Engine in such operating condition as may be required to permit the Airframe and each Engine to be utilized in commercial operations (B) so as to enable the airworthiness certification of the Airframe to be maintained in good standing at all times under the Act, except when aircraft of the same type, model or series as the Airframe (powered by engines of the same type as those with which the Airframe shall be equipped at the time of grounding) registered in the United States have been grounded by the FAA; provided, however, that if following its issuance, the Vessel United States FAA airworthiness certificate of the Aircraft shall during the Charter Period be in the full possession and at the absolute disposal for all purposes of Charterers and under their complete control in every respect. Charterers hereby covenant and agree with Owners that during the Charter Period (and withdrawn, then subject to the provisions of Clause 13):
Section 13 hereof, so long as Lessee is diligently taking or causing to be taken all necessary action to promptly correct the condition which caused such withdrawal, no Lease Event of Default shall arise from such withdrawal, (iC) Charterers will at their expense maintain the Vessel, her machinery, cargo handling equipment, boilers, appurtenances and spare parts in a good state of repair and in efficient operating condition in accordance with Lessee's FAA-approved maintenance, inspection and maintenance control programs, and in the same manner and with the same care used by Lessee with re- spect to the same or similar aircraft and engines owned or operated by Lessee so as to keep the same in as good commercial maintenance practice commensurate with other vessels in Charterers’ fleet of similar size and tradeoperating condition as when originally leased hereunder, ordinary wear and tear excepted; and
(ii) Charterers will , which practices shall at their expense keep all times be at or above the Vessel with unexpired classification in accordance with the highest classification of a classification society that is a member standard of the International Association industry in the United States for prudent maintenance of Classification Societies similar equipment, and (D) in such manner as may be necessary to maintain in full force all warranties of the manufacturers thereof. Lessee shall previously have been approved by Owners) maintain all records, logs and other materials which may be required certificates to permit the Airframe and each Engine to be so utilized. Lessee will comply in all material respects with all airworthiness directives, mandatory notes or modifications or similar requirements affecting the same (including those issued by the manufacturer or supplier) in such condition so as to comply with this Lease and the rules and regulations of the FAA from time to time in force and shall make applicable to the Aircraft and Engines. Neither the Airframe nor any improvement Engine will be maintained, used or structural changes operated in violation of any law or acquire any new equipment necessary rule, regulation or order of any government or governmental authority having jurisdiction (domestic or foreign), or in violation of any airworthiness certificate, license or registration relating to comply with the requirements of Airframe or such classification; and
(iii) Charterers shall be at liberty to fit Engine issued by any additional equipment required for the services of Charterers, beyond that on board at the commencement of this Charter, such work to be done at Charterers’ expense and on their timeauthority, and in the event that such equipment may be removed by Charterers laws, rules, regulations or orders require alteration of the Airframe or any Engine, Lessee, at their its own cost and on their time at any time (expense, will conform thereto or obtain conformance therewith and will maintain the same in proper operating condition under such laws, rules, regulations and orders, provided, however, that Lessee may, in good faith (after having delivered to Lessor and Agent an Officers' Certificate stating the facts with respect thereto), contest the validity or application of any such removal law, rule, regulation or order in any reasonable manner which does not not, in Lessor's and Agent's opinion (in their sole discretion), adversely affect the class or seaworthiness interests of the Vessel) prior to the expiration Lessor, Agent or any other termination of Lender. Lessee will not operate, use or locate the Charter. The Vessel is Airframe or any Engine, (I) in any area in which any insurance required to be redelivered maintained pursuant to Owners in the same condition and class as that in which she is delivered by Owner, ordinary wear and tear excepted and any additional equipment that canSection 14 shall not be or is not so removed shall become at the property of Owners; and
(iv) Charterers shall not permit the Vessel to proceed to any port which is then subject to a prohibition by the government of the Registration Jurisdiction or the national government of the port time in question; and
(v) in the event of hostilities in any part of the world (whether war be declared or not) Charterers will not employ the Vessel nor suggest her employment in carrying any goods which are declared contraband nor suffer her to enter or trade to any zone which is declared a War Zone by the War Risks Insurers unless Charterers have made arrangements with the said insurers for the payment of such additional premiums as said insurers may require to maintain the relevant insurances in full force and effect, or in any zone area excluded from coverage by an insurance policy in effect with respect to the Airframe or such Engine, except in the case of a requisition for use by the United States of America, and then only if Lessee obtains indemnity in lieu of such insurance from the United States of America against the risks and in the amounts required by said Section covering such area, or (II) in any recognized or threatened area of hostilities unless the Airframe or such Engine is operated or used under contract with the Government of the United States of America under which contract that Government assumes liabilities for any damages, loss, destruction or failure to return possession of the War Risks Insurers have withdrawn cover Airframe or such Engine at the end of the term of such contract and for the Vessel; and
(vi) Charterers will injury to persons or damage to property of others. Lessee shall not use the Vessel Aircraft nor suffer it to be used in any manner or for any purpose excepted from any of the insurance policy on or policies taken out in compliance with Clause 11 hereof respect of the Aircraft or for the purpose of carriage of goods of any description excepted from the said such insurance policy or policies and shall not do nor do, or permit to be done anything which could reasonably be expected to invalidate any of the said insurance policy or policies; and
(vii) Charterers will not use the Vessel in any manner or for any purpose or trade or permit or suffer to be done any act which will prejudice Owners’ ownership of the Vessel or any part thereof.
(b) During the Charter Period, Charterers shall at their own expense or by their own procurement man, victual, navigate, operate, supply, fuel and repair the Vessel whenever required and shall, as between themselves and Owners, be responsible for all charges and expenses of every kind and nature whatsoever incidental to their use and operation of the Vessel under this Charter, including any foreign, general, municipal, value added or other taxes except that Charterers shall not be responsible for Owners’ documentation costs under clause 6(a) or for Owner Taxes. During the Charter Period, the master, officers and crew of the Vessel shall be engaged and employed by Charterers and shall remain Charterers’ servants, navigating, managing and working the Vessel on behalf of and at the risk of Charterers.
(c) As between themselves and Owners, Charterers shall also be responsible for any charges and expenses incidental to the use and operation of the Vessel while under requisition for hire, during the Charter Period. The foregoing provision of this sub-clause shall be without prejudice to the rights of Owners and Charterers against other parties in respect of any such charges or expenses. Charterers shall, subject to the prior written approval of Owners (such approval not to be unreasonably withheld), be entitled to take action in the name of Owners against other parties in respect of such charges or expenses. If as a result of any such action any moneys are received the same shall be recovered by Charterers.
(d) Charterers shall make no changes in the structure of the Vessel nor major changes in her machinery, appurtenances, spareparts or boilers without in each instance first securing the written approval of Owners, which approval shall not be unreasonably withheld. Provided that if any such changes are required to meet classification society requirements, applicable regulations and/or any relevant laws Owners shall not withhold such approval and Charterers shall not be obliged to reinstate the Vessel to its condition prior to the making of such changes.
(e) Charterers shall drydock the Vessel and clean and paint her underwater parts in accordance with good commercial practice, but not less than as may be required by the relevant classification society as provided in 7(a)(ii) to maintain the Vessel’s highest classification.
(f) Owners (or such persons as they shall appoint or authorize) shall have the right at any time on reasonable notice, and in a manner which shall not interfere with the Vessel’s trading requirements to inspect or survey the Vessel in order to ascertain the condition of the Vessel and to satisfy themselves that the Vessel is being properly repaired and maintained in accordance with the provisions of this Charter. Inspection or survey in drydock shall be made only when the Vessel is in drydock under the provisions of sub-clause (e) of this Clause. However, Owners shall have the right to require the Vessel to be drydocked for inspection, if Charterers are not docking her at the required classification intervals. The costs incurred in respect of such drydocking and any inspection or survey made under this sub-clause shall be paid by Charterers to Owners. All repairs as shall be shown to be required by any inspection or survey shall be made at Charterers’ expense and shall be completed within a reasonable period of time or such other period as is specified by the relevant classification society referred to in Clause 7(a)(ii). Time taken in respect of inspection, survey or repairs shall form part of the Charter Period. Charterers shall whenever requested, on reasonable notice, permit Owners to inspect the Vessel’s log books and furnish Owners promptly with full information regarding any casualties or other damage to the Vessel.
(g) Owners shall not be liable for any expense in repairing or maintaining the Vessel or be liable to supply a vessel or any part thereof in lieu if the Vessel or any part thereof is lost, damaged, rendered unfit for use, confiscated, seized, requisitioned, restrained or appropriated and the Charter Hire payable in respect of the Vessel shall continue to be payable notwithstanding loss or damage (not amounting to a Total Loss) to the Vessel or any part thereof (and notwithstanding that the Vessel or any part thereof is rendered unfit for use or is requisitioned for hire). In the event of a Total Loss the provisions of Clause 12 shall apply;
(h) Charterers shall not have or be deemed to have any authority to pledge Owners’ credit for any purpose, including any maintenance overhauls, replacements, repairs and modification of the Vessel.be
Appears in 1 contract
Samples: Lease Agreement (Atlas Air Inc)
Maintenance and Operation. Lessee, at its own cost and expense, (ai) Except will be a "citizen of the United States" as provided defined in Clause 20Section 40102(15) of Title 49 of the United States Code and will be an air carrier certificated under Sections 401 and 609 of the Act and hold all necessary air carrier operating certificates; (ii) will cause ownership of the Aircraft and Spare Engines to be duly registered and remain duly registered in the name of Lessor in accordance with the Act and otherwise registered under all applicable laws of the United States so as to be eligible to operate in commercial air service under the Act; and (iii) will service, repair, inspect, test, maintain and overhaul the Airframe, each Engine and each Spare Engine and install replacement equipment and parts on the Airframe, each Engine and each Spare Engine (A) so as to keep the Airframe, each Engine and each Spare Engine in such operating condition as may be required to permit the Airframe, each Engine and each Spare Engine to be utilized in commercial operations, (B) so as to enable the airworthiness certification of the Airframe to be maintained in good standing at all times under the Act, except when aircraft of the same type, model or series as the Airframe (powered by engines of the same type as those with which the Airframe shall be equipped at the time of grounding) registered in the United States have been grounded by the FAA; provided, however, that if following its issuance, the Vessel United States FAA airworthiness certificate of the Aircraft shall during the Charter Period be in the full possession and at the absolute disposal for all purposes of Charterers and under their complete control in every respect. Charterers hereby covenant and agree with Owners that during the Charter Period (and withdrawn, then subject to the provisions of Clause 13):
Section 13 hereof, so long as Lessee is diligently taking or causing to be taken all necessary action to promptly correct the condition which caused such withdrawal, no Lease Event of Default shall arise from such withdrawal, (iC) Charterers will at their expense maintain the Vessel, her machinery, cargo handling equipment, boilers, appurtenances and spare parts in a good state of repair and in efficient operating condition in accordance with Lessee's FAA-approved maintenance, inspection and maintenance control programs, and in the same manner and with the same care used by Lessee with respect to the same or similar aircraft and engines owned or operated by Lessee so as to keep the same in as good commercial maintenance practice commensurate with other vessels in Charterers’ fleet of similar size and tradeoperating condition as when originally leased hereunder, ordinary wear and tear excepted; and
(ii) Charterers will , which practices shall at their expense keep all times be at or above the Vessel with unexpired classification in accordance with the highest classification of a classification society that is a member standard of the International Association industry in the United States for prudent maintenance of Classification Societies similar equipment, and (D) in such manner as may be necessary to maintain in full force all warranties of the manufacturers thereof. Lessee shall previously have been approved by Owners) maintain all records, logs and other materials which may be required certificates to permit the Airframe, each Engine and each Spare Engine to be so utilized. Lessee will comply in all material respects with all airworthiness directives, mandatory notes or modifications or similar requirements affecting the same (including those issued by the manufacturer or supplier) in such condition so as to comply with this Lease and the rules and regulations of the FAA from time to time in force and shall make applicable to the Aircraft, Engines and Spare Engines. Neither the Airframe nor any improvement Engine nor any Spare Engine will be maintained, used or structural changes operated in violation of any law or acquire any new equipment necessary rule, regulation or order of any government or governmental authority having jurisdiction (domestic or foreign), or in violation of any airworthiness certificate, license or registration relating to comply with the requirements of Airframe or such classification; and
(iii) Charterers shall be at liberty to fit Engine or Spare Engine issued by any additional equipment required for the services of Charterers, beyond that on board at the commencement of this Charter, such work to be done at Charterers’ expense and on their timeauthority, and in the event that such equipment may be removed by Charterers laws, rules, regulations or orders require alteration of the Airframe or any Engine or Spare Engine, Lessee, at their its own cost and on their time at any time (expense, will conform thereto or obtain conformance therewith and will maintain the same in proper operating condition under such laws, rules, regulations and orders, provided, however, that Lessee may, in good faith (after having delivered to Lessor and Agent an Officers' Certificate stating the facts with respect thereto), contest the validity or application of any such removal law, rule, regulation or order in any reasonable manner which does not not, in Lessor's and Agent's opinion (in their sole discretion), adversely affect the class or seaworthiness interests of the Vessel) prior to the expiration Lessor, Agent or any other termination of Lender. Lessee will not operate, use or locate the Charter. The Vessel is Airframe or any Engine or Spare Engine, (I) in any area in which any insurance required to be redelivered maintained pursuant to Owners in the same condition and class as that in which she is delivered by Owner, ordinary wear and tear excepted and any additional equipment that canSection 14 shall not be or is not so removed shall become at the property of Owners; and
(iv) Charterers shall not permit the Vessel to proceed to any port which is then subject to a prohibition by the government of the Registration Jurisdiction or the national government of the port time in question; and
(v) in the event of hostilities in any part of the world (whether war be declared or not) Charterers will not employ the Vessel nor suggest her employment in carrying any goods which are declared contraband nor suffer her to enter or trade to any zone which is declared a War Zone by the War Risks Insurers unless Charterers have made arrangements with the said insurers for the payment of such additional premiums as said insurers may require to maintain the relevant insurances in full force and effect, or in any zone area excluded from coverage by an insurance policy in effect with respect to the Airframe or such Engine or Spare Engine, except in the case of a requisition for use by the United States of America, and then only if Lessee obtains indemnity in lieu of such insurance from the United States of America against the risks and in the amounts required by said Section covering such area, or (II) in any recognized or threatened area of hostilities unless the Airframe or such Engine or Spare Engine is operated or used under contract with the Government of the United States of America under which contract that Government assumes liabilities for any damages, loss, destruction or failure to return possession of the War Risks Insurers have withdrawn cover Airframe or such Engine or Spare Engine at the end of the term of such contract and for the Vessel; and
(vi) Charterers will injury to persons or damage to property of others. Lessee shall not use the Vessel Aircraft or any Spare Engine nor suffer it to be used in any manner or for any purpose excepted from any of the insurance policy on or policies taken out in compliance with Clause 11 hereof respect of the Aircraft or Spare Engine or for the purpose of carriage of goods of any description excepted from the said such insurance policy or policies and shall not do nor do, or permit to be done done, anything which could reasonably be expected which, or omit to do anything the omission of which, may invalidate any of the said insurance policy or policies; and
(vii) Charterers will not use the Vessel in any manner or for any purpose or trade or permit or suffer to be done any act which will prejudice Owners’ ownership of the Vessel or any part thereofsuch insurance.
(b) During the Charter Period, Charterers shall at their own expense or by their own procurement man, victual, navigate, operate, supply, fuel and repair the Vessel whenever required and shall, as between themselves and Owners, be responsible for all charges and expenses of every kind and nature whatsoever incidental to their use and operation of the Vessel under this Charter, including any foreign, general, municipal, value added or other taxes except that Charterers shall not be responsible for Owners’ documentation costs under clause 6(a) or for Owner Taxes. During the Charter Period, the master, officers and crew of the Vessel shall be engaged and employed by Charterers and shall remain Charterers’ servants, navigating, managing and working the Vessel on behalf of and at the risk of Charterers.
(c) As between themselves and Owners, Charterers shall also be responsible for any charges and expenses incidental to the use and operation of the Vessel while under requisition for hire, during the Charter Period. The foregoing provision of this sub-clause shall be without prejudice to the rights of Owners and Charterers against other parties in respect of any such charges or expenses. Charterers shall, subject to the prior written approval of Owners (such approval not to be unreasonably withheld), be entitled to take action in the name of Owners against other parties in respect of such charges or expenses. If as a result of any such action any moneys are received the same shall be recovered by Charterers.
(d) Charterers shall make no changes in the structure of the Vessel nor major changes in her machinery, appurtenances, spareparts or boilers without in each instance first securing the written approval of Owners, which approval shall not be unreasonably withheld. Provided that if any such changes are required to meet classification society requirements, applicable regulations and/or any relevant laws Owners shall not withhold such approval and Charterers shall not be obliged to reinstate the Vessel to its condition prior to the making of such changes.
(e) Charterers shall drydock the Vessel and clean and paint her underwater parts in accordance with good commercial practice, but not less than as may be required by the relevant classification society as provided in 7(a)(ii) to maintain the Vessel’s highest classification.
(f) Owners (or such persons as they shall appoint or authorize) shall have the right at any time on reasonable notice, and in a manner which shall not interfere with the Vessel’s trading requirements to inspect or survey the Vessel in order to ascertain the condition of the Vessel and to satisfy themselves that the Vessel is being properly repaired and maintained in accordance with the provisions of this Charter. Inspection or survey in drydock shall be made only when the Vessel is in drydock under the provisions of sub-clause (e) of this Clause. However, Owners shall have the right to require the Vessel to be drydocked for inspection, if Charterers are not docking her at the required classification intervals. The costs incurred in respect of such drydocking and any inspection or survey made under this sub-clause shall be paid by Charterers to Owners. All repairs as shall be shown to be required by any inspection or survey shall be made at Charterers’ expense and shall be completed within a reasonable period of time or such other period as is specified by the relevant classification society referred to in Clause 7(a)(ii). Time taken in respect of inspection, survey or repairs shall form part of the Charter Period. Charterers shall whenever requested, on reasonable notice, permit Owners to inspect the Vessel’s log books and furnish Owners promptly with full information regarding any casualties or other damage to the Vessel.
(g) Owners shall not be liable for any expense in repairing or maintaining the Vessel or be liable to supply a vessel or any part thereof in lieu if the Vessel or any part thereof is lost, damaged, rendered unfit for use, confiscated, seized, requisitioned, restrained or appropriated and the Charter Hire payable in respect of the Vessel shall continue to be payable notwithstanding loss or damage (not amounting to a Total Loss) to the Vessel or any part thereof (and notwithstanding that the Vessel or any part thereof is rendered unfit for use or is requisitioned for hire). In the event of a Total Loss the provisions of Clause 12 shall apply;
(h) Charterers shall not have or be deemed to have any authority to pledge Owners’ credit for any purpose, including any maintenance overhauls, replacements, repairs and modification of the Vessel.
Appears in 1 contract
Samples: Lease Agreement (Atlas Air Inc)
Maintenance and Operation. (a) Except as provided in Clause 20The Lessee, at its own cost and expense, until the Vessel shall during the Charter Period be in the full possession and at the absolute disposal for all purposes expiration or earlier termination of Charterers and under their complete control in every respect. Charterers hereby covenant and agree with Owners that during the Charter Period (and subject to the provisions of Clause 13):
this Lease, (i) Charterers will at their expense maintain be a "citizen of the Vessel, her machinery, cargo handling equipment, boilers, appurtenances United States" as defined in Section 40102(15) of Title 49 of the United States Code and spare parts will be an air carrier certificated under Sections 401 and 609 of the Federal Aviation Act and hold all necessary air carrier operating certificates; (ii) will cause ownership of the Engines to be duly registered and remain duly registered with the FAA in a good state the name of repair and in efficient operating condition the Lessor in accordance with the Federal Aviation Act and otherwise registered under all applicable laws of the United States so as to be eligible to operate in commercial air service under the Federal Aviation Act; and (iii) will service, repair, inspect, test, maintain and overhaul each Engine, install replacement equipment and parts on each Engine and maintain the Technical Records (A) so as to keep each Engine in such operating condition as may be required to permit each Engine to be utilized in commercial operations in the United States, (B) in accordance with the Lessee's FAA-approved maintenance, inspection and maintenance control programs, and in the same manner and with the same care used by the Lessee with respect to the same or similar engines owned or operated by the Lessee so as to keep the same in as good commercial maintenance practice commensurate with other vessels in Charterers’ fleet of similar size and tradeoperating condition as when originally leased hereunder, ordinary wear and tear excepted; and
, which practices shall at all times be at or above the standard of the industry in the United States for prudent maintenance of similar equipment, (iiC) Charterers will at their expense keep in such manner as may be necessary to maintain in full force all warranties of the Vessel with unexpired classification manufacturers thereof, and (D) to enable the Lessee to deliver the Engines to the Lessor in accordance with Section 8. The Lessee shall maintain all records, logs and other materials that may be required to permit each Engine to be so utilized. The Lessee will comply in all material respects with all airworthiness directives, mandatory notes or modifications or similar requirements affecting the highest classification of a classification society that is a member same (including those issued by the manufacturer or supplier) in such condition so as to comply with this Lease and the rules and regulations of the International Association of Classification Societies as shall previously have been approved by Owners) and other required certificates FAA from time to time in force and shall make applicable to the Engines. No Engine will be maintained, used or operated in violation of any improvement law or structural changes any rule, regulation or acquire order of any new equipment necessary government or governmental authority having jurisdiction (domestic or foreign), or in violation of any airworthiness certificate, license or registration relating to comply with the requirements of such classification; and
(iii) Charterers shall be at liberty to fit Engine issued by any additional equipment required for the services of Charterers, beyond that on board at the commencement of this Charter, such work to be done at Charterers’ expense and on their timeauthority, and in the event that such equipment may be removed by Charterers laws, rules, regulations or orders require alteration of any Engine, the Lessee, at their its own cost and on their time at any time (expense, will conform thereto or obtain conformance therewith and will maintain the same in proper operating condition under such laws, rules, regulations and orders, provided, however, that the Lessee may, in good faith (after having delivered to the Lessor and the Agent an Officers' Certificate stating the facts with respect thereto), contest the validity or application of any such removal law, rule, regulation or order in any reasonable manner that does not not, in the Lessor's and the Agent's opinion (in their sole discretion), adversely affect the class or seaworthiness interests of the Vessel) prior Lessor, the Agent or any Lender. The Lessee covenants and agrees with the Lessor that, the better to ensure the availability of the benefits of Section 1110 of the Bankruptcy Code, the Lessee shall not object to any motion, petition or application filed by the Lessor with any bankruptcy court having jurisdiction over the Lessee, solely as to the expiration portion thereof that seeks, and to the extent that such motion, petition or any other termination application seeks, a determination that such Section 1110 of the CharterBankruptcy Code applies to the lease of the Engines hereunder. In the event that Section 1110 is amended, or if it is repealed and another statute is enacted in lieu thereof, the Lessor and the Lessee (at the Lessee's expense) agree to amend this Lease and take such other action not inconsistent with this Lease as the Lessor reasonably deems necessary so as to afford to the Lessor the rights and benefits as such amended or substituted statute confers upon owners, lessors and conditional vendors of aircraft engines similarly situated to the Lessor. The Vessel is Lessee will not operate, use or locate any Engine, (I) in any area in which any insurance required to be redelivered maintained pursuant to Owners in the same condition and class as that in which she is delivered by Owner, ordinary wear and tear excepted and any additional equipment that canSection 14 shall not be or is not so removed shall become at the property of Owners; and
(iv) Charterers shall not permit the Vessel to proceed to any port which is then subject to a prohibition by the government of the Registration Jurisdiction or the national government of the port time in question; and
(v) in the event of hostilities in any part of the world (whether war be declared or not) Charterers will not employ the Vessel nor suggest her employment in carrying any goods which are declared contraband nor suffer her to enter or trade to any zone which is declared a War Zone by the War Risks Insurers unless Charterers have made arrangements with the said insurers for the payment of such additional premiums as said insurers may require to maintain the relevant insurances in full force and effect, or in any zone area excluded from coverage by an insurance policy in effect with respect to such Engine, except in the case of a requisition for use by the United States of America, and then only if the Lessee obtains indemnity in lieu of such insurance from the United States of America against the risks and in the amounts required by said Section covering such area, or (II) in any recognized or threatened area of hostilities unless such Engine is operated or used under contract with the Government of the United States of America under which contract that Government assumes liabilities for any damages, loss, destruction or failure to return possession of such Engine at the War Risks Insurers have withdrawn cover end of the term of such contract and for the Vessel; and
(vi) Charterers will injury to persons or damage to property of others. The Lessee shall not use the Vessel any Engine nor suffer it to be used in any manner or for any purpose excepted from any of the insurance policy on or policies taken out in compliance with Clause 11 hereof respect of the Engine or for the purpose of carriage of goods of any description excepted from the said such insurance policy nor do, or policies and shall not do or permit per- mit to be done done, anything which could reasonably be expected which, or omit to do anything the omission of which, may invalidate any of the said insurance policy or policies; and
(vii) Charterers will not use the Vessel in any manner or for any purpose or trade or permit or suffer to be done any act which will prejudice Owners’ ownership of the Vessel or any part thereofsuch insurance.
(b) During the Charter Period, Charterers shall at their own expense or by their own procurement man, victual, navigate, operate, supply, fuel and repair the Vessel whenever required and shall, as between themselves and Owners, be responsible for all charges and expenses of every kind and nature whatsoever incidental to their use and operation of the Vessel under this Charter, including any foreign, general, municipal, value added or other taxes except that Charterers shall not be responsible for Owners’ documentation costs under clause 6(a) or for Owner Taxes. During the Charter Period, the master, officers and crew of the Vessel shall be engaged and employed by Charterers and shall remain Charterers’ servants, navigating, managing and working the Vessel on behalf of and at the risk of Charterers.
(c) As between themselves and Owners, Charterers shall also be responsible for any charges and expenses incidental to the use and operation of the Vessel while under requisition for hire, during the Charter Period. The foregoing provision of this sub-clause shall be without prejudice to the rights of Owners and Charterers against other parties in respect of any such charges or expenses. Charterers shall, subject to the prior written approval of Owners (such approval not to be unreasonably withheld), be entitled to take action in the name of Owners against other parties in respect of such charges or expenses. If as a result of any such action any moneys are received the same shall be recovered by Charterers.
(d) Charterers shall make no changes in the structure of the Vessel nor major changes in her machinery, appurtenances, spareparts or boilers without in each instance first securing the written approval of Owners, which approval shall not be unreasonably withheld. Provided that if any such changes are required to meet classification society requirements, applicable regulations and/or any relevant laws Owners shall not withhold such approval and Charterers shall not be obliged to reinstate the Vessel to its condition prior to the making of such changes.
(e) Charterers shall drydock the Vessel and clean and paint her underwater parts in accordance with good commercial practice, but not less than as may be required by the relevant classification society as provided in 7(a)(ii) to maintain the Vessel’s highest classification.
(f) Owners (or such persons as they shall appoint or authorize) shall have the right at any time on reasonable notice, and in a manner which shall not interfere with the Vessel’s trading requirements to inspect or survey the Vessel in order to ascertain the condition of the Vessel and to satisfy themselves that the Vessel is being properly repaired and maintained in accordance with the provisions of this Charter. Inspection or survey in drydock shall be made only when the Vessel is in drydock under the provisions of sub-clause (e) of this Clause. However, Owners shall have the right to require the Vessel to be drydocked for inspection, if Charterers are not docking her at the required classification intervals. The costs incurred in respect of such drydocking and any inspection or survey made under this sub-clause shall be paid by Charterers to Owners. All repairs as shall be shown to be required by any inspection or survey shall be made at Charterers’ expense and shall be completed within a reasonable period of time or such other period as is specified by the relevant classification society referred to in Clause 7(a)(ii). Time taken in respect of inspection, survey or repairs shall form part of the Charter Period. Charterers shall whenever requested, on reasonable notice, permit Owners to inspect the Vessel’s log books and furnish Owners promptly with full information regarding any casualties or other damage to the Vessel.
(g) Owners shall not be liable for any expense in repairing or maintaining the Vessel or be liable to supply a vessel or any part thereof in lieu if the Vessel or any part thereof is lost, damaged, rendered unfit for use, confiscated, seized, requisitioned, restrained or appropriated and the Charter Hire payable in respect of the Vessel shall continue to be payable notwithstanding loss or damage (not amounting to a Total Loss) to the Vessel or any part thereof (and notwithstanding that the Vessel or any part thereof is rendered unfit for use or is requisitioned for hire). In the event of a Total Loss the provisions of Clause 12 shall apply;
(h) Charterers shall not have or be deemed to have any authority to pledge Owners’ credit for any purpose, including any maintenance overhauls, replacements, repairs and modification of the Vessel.
Appears in 1 contract
Samples: Lease Agreement (Atlas Air Inc)
Maintenance and Operation. (a) Except as provided in Clause 20During the Term, the Vessel Lessee, at its own cost and expense, shall during the Charter Period be in the full possession and at the absolute disposal for all purposes of Charterers and under their complete control in every respect. Charterers hereby covenant and agree with Owners that during the Charter Period (and subject to the provisions of Clause 13):
(i) Charterers will at their expense maintain maintain, inspect, service, repair, overhaul and test the Vessel, her machinery, cargo handling equipment, boilers, appurtenances Airframe and spare parts in a good state of repair and in efficient operating condition each Engine in accordance with FAA approved and Manufacturer's recommended maintenance programs, including, without limitation, the MSP Contract; (ii) maintain (in the English language) all Records and (iii) promptly furnish to Lessor such information as may be required to enable Lessor to file any reports required by any governmental authority as a result of Lessor's ownership of the Aircraft. All maintenance procedures shall be performed in accordance with all FAA and Manufacturer's standards and procedures by properly trained, licensed, and certified maintenance sources and maintenance personnel at a Cessna Citation Service Center utilizing replacement parts approved by the FAA and the Manufacturer, so as to keep the Airframe and each Engine and Part in good commercial maintenance practice commensurate with other vessels in Charterers’ fleet of similar size and tradeoperating condition, ordinary wear and tear alone excepted; and
(ii) Charterers will at their expense keep , and to enable the Vessel with unexpired classification in accordance with the highest classification of a classification society that is a member of the International Association of Classification Societies as shall previously have been approved by Owners) and other required certificates in force and shall make any improvement or structural changes or acquire any new equipment necessary to comply with the requirements of such classification; and
(iii) Charterers shall be at liberty to fit any additional equipment required airworthiness certificate for the services of Charterers, beyond that on board at the commencement of this Charter, such work Aircraft to be done at Charterers’ expense and on their time, and such equipment may be removed by Charterers at their cost and on their time at any time (provided, however, that such removal does not adversely affect the class or seaworthiness of the Vessel) prior to the expiration or any other termination of the Charter. The Vessel is to be redelivered to Owners in the same condition and class as that in which she is delivered by Owner, ordinary wear and tear excepted and any additional equipment that cannot be or is not so removed shall become the property of Owners; and
(iv) Charterers shall not permit the Vessel to proceed to any port which is then subject to a prohibition by the government of the Registration Jurisdiction or the national government of the port in question; and
(v) in the event of hostilities in any part of the world (whether war be declared or not) Charterers will not employ the Vessel nor suggest her employment in carrying any goods which are declared contraband nor suffer her to enter or trade to any zone which is declared a War Zone by the War Risks Insurers unless Charterers have made arrangements with the said insurers for the payment of such additional premiums as said insurers may require to maintain the relevant insurances in force or in any zone in respect of which the War Risks Insurers have withdrawn cover for the Vessel; and
(vi) Charterers will not use the Vessel in any manner or for any purpose excepted from any insurance policy or policies taken out in compliance with Clause 11 hereof or for the purpose of carriage of goods of any description excepted from the said insurance policy or policies and shall not do or permit to be done anything which could reasonably be expected to invalidate any of the said insurance policy or policies; and
(vii) Charterers will not use the Vessel in any manner or for any purpose or trade or permit or suffer to be done any act which will prejudice Owners’ ownership of the Vessel or any part thereof.
(b) During the Charter Period, Charterers shall at their own expense or by their own procurement man, victual, navigate, operate, supply, fuel and repair the Vessel whenever required and shall, as between themselves and Owners, be responsible for all charges and expenses of every kind and nature whatsoever incidental to their use and operation of the Vessel under this Charter, including any foreign, general, municipal, value added or other taxes except that Charterers shall not be responsible for Owners’ documentation costs under clause 6(a) or for Owner Taxes. During the Charter Period, the master, officers and crew of the Vessel shall be engaged and employed by Charterers and shall remain Charterers’ servants, navigating, managing and working the Vessel on behalf of and at the risk of Charterers.
(c) As between themselves and Owners, Charterers shall also be responsible for any charges and expenses incidental to the use and operation of the Vessel while under requisition for hire, during the Charter Period. The foregoing provision of this sub-clause shall be without prejudice to the rights of Owners and Charterers against other parties in respect of any such charges or expenses. Charterers shall, subject to the prior written approval of Owners (such approval not to be unreasonably withheld), be entitled to take action in the name of Owners against other parties in respect of such charges or expenses. If as a result of any such action any moneys are received the same shall be recovered by Charterers.
(d) Charterers shall make no changes in the structure of the Vessel nor major changes in her machinery, appurtenances, spareparts or boilers without in each instance first securing the written approval of Owners, which approval shall not be unreasonably withheld. Provided that if any such changes are required to meet classification society requirements, applicable regulations and/or any relevant laws Owners shall not withhold such approval and Charterers shall not be obliged to reinstate the Vessel to its condition prior to the making of such changes.
(e) Charterers shall drydock the Vessel and clean and paint her underwater parts in accordance with good commercial practice, but not less than as may be required by the relevant classification society as provided in 7(a)(ii) to maintain the Vessel’s highest classification.
(f) Owners (or such persons as they shall appoint or authorize) shall have the right at any time on reasonable notice, and in a manner which shall not interfere with the Vessel’s trading requirements to inspect or survey the Vessel in order to ascertain the condition of the Vessel and to satisfy themselves that the Vessel is being properly repaired and maintained in accordance with the provisions of this Charter. Inspection or survey in drydock shall be made only when the Vessel is in drydock under the provisions of sub-clause (e) of this Clause. However, Owners shall have the right to require the Vessel to be drydocked for inspection, if Charterers are not docking her at the required classification intervals. The costs incurred in respect of such drydocking and any inspection or survey made under this sub-clause shall be paid by Charterers to Owners. All repairs as shall be shown to be required by any inspection or survey shall be made at Charterers’ expense and shall be completed within a reasonable period of time or such other period as is specified by the relevant classification society referred to in Clause 7(a)(ii). Time taken in respect of inspection, survey or repairs shall form part of the Charter Period. Charterers shall whenever requested, on reasonable notice, permit Owners to inspect the Vessel’s log books and furnish Owners promptly with full information regarding any casualties or other damage to the Vessel.
(g) Owners shall not be liable for any expense in repairing or maintaining the Vessel or be liable to supply a vessel or any part thereof in lieu if the Vessel or any part thereof is lost, damaged, rendered unfit for use, confiscated, seized, requisitioned, restrained or appropriated and the Charter Hire payable in respect of the Vessel shall continue to be payable notwithstanding loss or damage (not amounting to a Total Loss) to the Vessel or any part thereof (and notwithstanding that the Vessel or any part thereof is rendered unfit for use or is requisitioned for hire)continually maintained. In the event any Engine is damaged or is being inspected or overhauled and provided no Event of a Total Loss the provisions of Clause 12 shall apply;
(h) Charterers shall not have Default or be deemed to have any authority to pledge Owners’ credit for any purposeDefault has occurred and is continuing, including any maintenance overhaulsLessee, replacementsat its option, repairs and modification may substitute another engine of the Vesselsame make and model as the Engine being repaired or overhauled provided such Engine is approved by the FAA and the manufacturer of the Airframe for use on the Aircraft (any such substitute engine being hereinafter referred to as a "LOANER ENGINE") during the period of such repair or overhaul and provided further (x) installation of the Loaner Engine is performed by an FAA and manufacturer certified mechanic with respect to an aircraft of the type of the Aircraft, (y) the Loaner Engine is removed and the repaired or overhauled original Engine is reinstalled on the Airframe promptly upon completion of the repair or overhaul of the original Engine but in no event later than the expiration, cancellation or earlier termination of the Term and (z) the Loaner Engine is free and clear of all Liens and is maintained in accordance herewith.
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Maintenance and Operation. The Lessee, at its own cost and expense, until the expiration or earlier termination of this Lease, (ai) Except will be a "citizen of the United States" as provided defined in Clause 20Section 40102(15) of Title 49 of the United States Code and will be an air carrier certificated under Sections 401 and 609 of the Federal Aviation Act and hold all necessary air carrier operating certificates; (ii) will cause ownership of the Aircraft to be duly registered and remain duly registered with the FAA in the name of the Lessor in accordance with the Federal Aviation Act and otherwise registered under all applicable laws of the United States so as to be eligible to operate in commercial air service under the Federal Aviation Act; and (iii) will service, repair, inspect, test, maintain and overhaul the Airframe and each Engine, install replacement equipment and parts on the Airframe and each Engine and maintain the Technical Records (A) so as to keep the Airframe and each Engine in such operating condition as may be required to permit the Airframe and each Engine to be utilized in commercial operations in the United States, (B) so as to enable the airworthiness certification of the Airframe to be maintained in good standing at all times under the Federal Aviation Act, except when aircraft of the same type, model or series as the Airframe (powered by engines of the same type as those with which the Airframe shall be equipped at the time of grounding) registered in the United States have been grounded by the FAA; provided, however, that if, following its issuance, the Vessel United States FAA airworthiness certificate of the Aircraft shall during the Charter Period be in the full possession and at the absolute disposal for all purposes of Charterers and under their complete control in every respect. Charterers hereby covenant and agree with Owners that during the Charter Period (and withdrawn, then, subject to the provisions of Clause 13):
Section 13 hereof, so long as the Lessee is diligently taking or causing to be taken all necessary action promptly to correct the condition that caused such withdrawal, no Lease Event of Default shall arise from such withdrawal, (iC) Charterers will at their expense maintain the Vessel, her machinery, cargo handling equipment, boilers, appurtenances and spare parts in a good state of repair and in efficient operating condition in accordance with the Lessee's FAA-approved maintenance, inspection and maintenance control programs, and in the same manner and with the same care used by the Lessee with respect to the same or similar aircraft and engines owned or operated by the Lessee so as to keep the same in as good commercial maintenance practice commensurate with other vessels in Charterers’ fleet of similar size and tradeoperating condition as when originally leased hereunder, ordinary wear and tear excepted; and
, which practices shall at all times be at or above the standard of the industry in the United States for prudent maintenance of similar equipment, (iiD) Charterers will at their expense keep in such manner as may be necessary to maintain in full force all warranties of the Vessel with unexpired classification manufacturers thereof, and (E) to enable the Lessee to deliver the Aircraft to the Lessor in accordance with Section 8. The Lessee shall maintain all records, logs and other materials that may be required to permit the highest classification of a classification society that is a member Airframe and each Engine to be so utilized. The Lessee will comply in all material respects with all airworthiness directives, mandatory notes or modifications or similar requirements affecting the same (including those issued by the manufacturer or supplier) in such condition so as to comply with this Lease and the rules and regulations of the International Association of Classification Societies as shall previously have been approved by Owners) and other required certificates FAA from time to time in force and shall make applicable to the Aircraft and Engines. Neither the Airframe nor any improvement Engine will be maintained, used or structural changes operated in violation of any law or acquire any new equipment necessary rule, regulation or order of any government or governmental authority having jurisdiction (domestic or foreign), or in violation of any airworthi- ness certificate, license or registration relating to comply with the requirements of Airframe or such classification; and
(iii) Charterers shall be at liberty to fit Engine issued by any additional equipment required for the services of Charterers, beyond that on board at the commencement of this Charter, such work to be done at Charterers’ expense and on their timeauthority, and in the event that such equipment may be removed by Charterers laws, rules, regulations or orders require alteration of the Airframe or any Engine, the Lessee, at their its own cost and on their time at any time (expense, will conform thereto or obtain conformance therewith and will maintain the same in proper operating condition under such laws, rules, regulations and orders, provided, however, that the Lessee may, in good faith (after having delivered to the Lessor and the Agent an Officers' Certificate stating the facts with respect thereto), contest the validity or application of any such removal law, rule, regulation or order in any reasonable manner that does not not, in the Lessor's and the Agent's opinion (in their sole discretion), adversely affect the class or seaworthiness interests of the Vessel) prior Lessor, the Agent or any Lender. The Lessee covenants and agrees with the Lessor that, the better to ensure the availability of the benefits of Section 1110 of the Bankruptcy Code, the Lessee shall not object to any motion, petition or application filed by the Lessor with any bankruptcy court having jurisdiction over the Lessee, solely as to the expiration portion thereof that seeks, and to the extent that such motion, petition or application seeks, a determination that such Section 1110 of the Bankruptcy Code applies to the lease of the Aircraft hereunder. In the event that Section 1110 is amended, or if it is repealed and another statute is enacted in lieu thereof, the Lessor and the Lessee (at the Lessee's expense) agree to amend this Lease and take such other action not inconsistent with this Lease as the Lessor reasonably deems necessary so as to afford to the Lessor the rights and benefits as such amended or substituted statute confers upon owners, lessors and conditional vendors of aircraft similarly situated to the Lessor. The Lessee will not operate, use or locate the Airframe or any other termination of the Charter. The Vessel is Engine, (I) in any area in which any insurance required to be redelivered maintained pursuant to Owners in the same condition and class as that in which she is delivered by Owner, ordinary wear and tear excepted and any additional equipment that canSection 14 shall not be or is not so removed shall become at the property of Owners; and
(iv) Charterers shall not permit the Vessel to proceed to any port which is then subject to a prohibition by the government of the Registration Jurisdiction or the national government of the port time in question; and
(v) in the event of hostilities in any part of the world (whether war be declared or not) Charterers will not employ the Vessel nor suggest her employment in carrying any goods which are declared contraband nor suffer her to enter or trade to any zone which is declared a War Zone by the War Risks Insurers unless Charterers have made arrangements with the said insurers for the payment of such additional premiums as said insurers may require to maintain the relevant insurances in full force and effect, or in any zone area excluded from coverage by an insurance policy in effect with respect to the Airframe or such Engine, except in the case of a requisition for use by the United States of America, and then only if the Lessee obtains indemnity in lieu of such insurance from the United States of America against the risks and in the amounts required by said Section covering such area, or (II) in any recognized or threatened area of hostilities unless the Airframe or such Engine is operated or used under contract with the Government of the United States of America under which contract that Government assumes liabilities for any damages, loss, destruction or failure to return possession of the War Risks Insurers have withdrawn cover Airframe or such Engine at the end of the term of such contract and for the Vessel; and
(vi) Charterers will injury to persons or damage to property of others. The Lessee shall not use the Vessel Aircraft nor suffer it to be used in any manner or for any purpose excepted from any of the insurance policy on or policies taken out in compliance with Clause 11 hereof respect of the Aircraft or for the purpose of carriage of goods of any description excepted from the said such insurance policy or policies and shall not do nor do, or permit to be done done, anything which could reasonably be expected which, or omit to do anything the omission of which, may invalidate any of the said insurance policy or policies; and
(vii) Charterers will not use the Vessel in any manner or for any purpose or trade or permit or suffer to be done any act which will prejudice Owners’ ownership of the Vessel or any part thereofsuch insurance.
(b) During the Charter Period, Charterers shall at their own expense or by their own procurement man, victual, navigate, operate, supply, fuel and repair the Vessel whenever required and shall, as between themselves and Owners, be responsible for all charges and expenses of every kind and nature whatsoever incidental to their use and operation of the Vessel under this Charter, including any foreign, general, municipal, value added or other taxes except that Charterers shall not be responsible for Owners’ documentation costs under clause 6(a) or for Owner Taxes. During the Charter Period, the master, officers and crew of the Vessel shall be engaged and employed by Charterers and shall remain Charterers’ servants, navigating, managing and working the Vessel on behalf of and at the risk of Charterers.
(c) As between themselves and Owners, Charterers shall also be responsible for any charges and expenses incidental to the use and operation of the Vessel while under requisition for hire, during the Charter Period. The foregoing provision of this sub-clause shall be without prejudice to the rights of Owners and Charterers against other parties in respect of any such charges or expenses. Charterers shall, subject to the prior written approval of Owners (such approval not to be unreasonably withheld), be entitled to take action in the name of Owners against other parties in respect of such charges or expenses. If as a result of any such action any moneys are received the same shall be recovered by Charterers.
(d) Charterers shall make no changes in the structure of the Vessel nor major changes in her machinery, appurtenances, spareparts or boilers without in each instance first securing the written approval of Owners, which approval shall not be unreasonably withheld. Provided that if any such changes are required to meet classification society requirements, applicable regulations and/or any relevant laws Owners shall not withhold such approval and Charterers shall not be obliged to reinstate the Vessel to its condition prior to the making of such changes.
(e) Charterers shall drydock the Vessel and clean and paint her underwater parts in accordance with good commercial practice, but not less than as may be required by the relevant classification society as provided in 7(a)(ii) to maintain the Vessel’s highest classification.
(f) Owners (or such persons as they shall appoint or authorize) shall have the right at any time on reasonable notice, and in a manner which shall not interfere with the Vessel’s trading requirements to inspect or survey the Vessel in order to ascertain the condition of the Vessel and to satisfy themselves that the Vessel is being properly repaired and maintained in accordance with the provisions of this Charter. Inspection or survey in drydock shall be made only when the Vessel is in drydock under the provisions of sub-clause (e) of this Clause. However, Owners shall have the right to require the Vessel to be drydocked for inspection, if Charterers are not docking her at the required classification intervals. The costs incurred in respect of such drydocking and any inspection or survey made under this sub-clause shall be paid by Charterers to Owners. All repairs as shall be shown to be required by any inspection or survey shall be made at Charterers’ expense and shall be completed within a reasonable period of time or such other period as is specified by the relevant classification society referred to in Clause 7(a)(ii). Time taken in respect of inspection, survey or repairs shall form part of the Charter Period. Charterers shall whenever requested, on reasonable notice, permit Owners to inspect the Vessel’s log books and furnish Owners promptly with full information regarding any casualties or other damage to the Vessel.
(g) Owners shall not be liable for any expense in repairing or maintaining the Vessel or be liable to supply a vessel or any part thereof in lieu if the Vessel or any part thereof is lost, damaged, rendered unfit for use, confiscated, seized, requisitioned, restrained or appropriated and the Charter Hire payable in respect of the Vessel shall continue to be payable notwithstanding loss or damage (not amounting to a Total Loss) to the Vessel or any part thereof (and notwithstanding that the Vessel or any part thereof is rendered unfit for use or is requisitioned for hire). In the event of a Total Loss the provisions of Clause 12 shall apply;
(h) Charterers shall not have or be deemed to have any authority to pledge Owners’ credit for any purpose, including any maintenance overhauls, replacements, repairs and modification of the Vessel.
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Samples: Lease Agreement (Atlas Air Inc)
