Modifications and Additions for This Schedule Only. For purposes of this Schedule only, the Agreement is amended as follows:
Modifications and Additions for This Schedule Only. For purposes of this Schedule only, the Agreement is amended as follows:
1. The LEASING Section subsection (b) of the Lease is hereby deleted in its entirety and the following substituted in its stead:
Modifications and Additions for This Schedule Only. For purposes of this Schedule only, the Agreement is amended as follows:
1. The INDEMNIFICATION Section subsection (b) of the Lease is hereby amended by deleting the word “and” immediately preceding “(ii)” on the second line thereof and inserting the following at the end thereof: ; (iii) each item of Equipment constitutes “qualified property” pursuant to Section 168(k) of the Internal Revenue Code of 1986, as now and hereafter amended (the “Code”), and is eligible for the additional first-year depreciation deduction equal to (A) thirty percent (30%) or (B) fifty percent (50%) of 100% of the Capitalized Lessor’s Cost of the Equipment contemplated by the Code, whichever is applicable; (iv) the Equipment shall be treated as originally placed in service not earlier than the date of the execution and delivery of this Schedule, or in the event the transaction is a sale-leaseback transaction, Lessee shall not have placed in service the Equipment subject to this Lease at any time prior to three months before the execution and delivery of this Schedule; (v) Lessee has not arranged to purchase, and Lessor is not purchasing the Equipment pursuant to a binding written contract entered into before September 11, 2001, if clause (iii) (A) above applies, or not before May 06, 2003, if clause (iii) (B) above applies, and (vi) each item of Equipment shall be placed in service before January 1, 2005.
2. The LEASING Section subsection (b) of the Lease is hereby deleted in its entirety and the following substituted in its stead:
Modifications and Additions for This Schedule Only. For purposes of this Schedule only, Section 8 of the Agreement is amended as follows: The phrase "prior to" located after the phrase "as of the rent payment date" and before the phrase "the Casualty Occurrence" is deleted and the phrase "succeeding" is substituted in its place. EQUIPMENT SPECIFIC PROVISIONS The first sentence of the REPORTS Section subsection (d) of the Lease shall be deleted in its entirety and the following substituted in its stead: For purposes of this Schedule only, the Agreement is amended as follows:
1. Section V shall be amended by adding the following as subsection (g) thereof:
Modifications and Additions for This Schedule Only. For purposes of this Schedule only, the Agreement is amended as follows:
1. Section 11(a) is replaced with the following:
(a) Lessee shall be in default under this Agreement and under any Lease upon the occurrence of any of the following (each an “Event of Default”, and collectively, the “Events of Default”):
(i) Lessee fails to pay within ten (10) days after its due date, any Rent or any other amount due under this Agreement or any Lease;
(ii) Lessee breaches any of its insurance obligations under this Agreement or any other Document (as defined in Section 16 hereof);
(iii) Lessee breaches any of its other obligations under any Lease (other than those described in Section 11(a)(i) and (ii) above), and fails to cure that breach within thirty (30) days after written notice from Lessor;
(iv) any representation, warranty or covenant made by Lessee or ON Semiconductor Corporation (the “Guarantor”) in connection with this Agreement or under any Lease or guaranty shall be false or misleading in any material respect;
(v) any Equipment is illegally used;
(vi) Lessee or Guarantor becomes insolvent or ceases to do business as a going concern;
(vii) Guarantor revokes or attempts to revoke its obligations under its guaranty or any related document to which it is a party, or fails to observe or perform any covenant, condition or agreement to be performed under such guaranty or other related document to which it is a party;
(viii) a receiver is appointed for all or of any part of the property of Lessee, or Lessee or Guarantor makes any assignment for the benefit of its creditors;
(ix) Lessee or Guarantor files a petition under any bankruptcy, insolvency or similar law, or in the event an involuntary petition is filed against Lessee or Guarantor under any bankruptcy or insolvency laws and in the event of an involuntary petition, such petition is not dismissed within sixty (60) days of the filing date;
(x) Lessee and/or any Guarantor breaches or is in default under any agreement, in an original principal amount greater than $5,000,000, by and between Lessor on the one hand, and Lessee and/or Guarantor (or any of their respective parent or affiliates) on the other hand; provided however that any such default under this Section 11(a)(x) is not solely related to a material adverse change in Lessee’s financial condition;
(xi) There is any dissolution or termination of existence of Lessee or any Guarantor.
(xii) there is any merger, consolidation, or change in controlling owne...
Modifications and Additions for This Schedule Only. For purposes of this Schedule only, the Agreement is amended as follows:
1. The LEASING Section subsection (b) of the Lease is hereby deleted in its entirety and the following substituted in its stead: b) The obligation of Lessor to purchase the Equipment from Lessee and to lease the same to Lessee shall be subject to receipt by Lessor, on or prior to the earlier of the Lease Commencement Date or Last Delivery Date therefor, of each of the following documents in form and substance satisfactory to Lessor: (i) a Schedule for the Equipment (ii) evidence of insurance which complies with the requirements of the INSURANCE Section of the Lease, and (iii) such other documents as Lessor may reasonably request. Once the Schedule is signed, the Lessee may not cancel the Lease.
Modifications and Additions for This Schedule Only. For purposes of this Schedule only, the Agreement is amended as follows: EQUIPMENT SPECIFIC PROVISIONS The MAINTENANCE Section of the Lease is amended by adding the following as the third sentence in subsection (a): Lessee agrees that upon return of the Equipment, it will comply with all original manufacturer's performance specifications for new Equipment without expense to Lessor. Lessee shall, if requested by Lessor, obtain a certificate or service report from the manufacturer attesting to such condition. Each reference contained in this Agreement to:
Modifications and Additions for This Schedule Only. For purposes of this Schedule only, the Agreement is amended as follows:
1. The LEASING Section subsection (a) of the Lease is hereby deleted in its entirety and the following substituted in its stead:
a) Subject to the terms and conditions set forth below, Lessxx xxxees to lease to Lessxx, xxd Lessxx xxxees to lease from Lessor, the equipment ("Equipment") described in Annex A to any schedule hereto ('Schedule') or, if applicable, to Section A of any Schedule. Terms defined in a Schedule and not otherwise defined herein shall have the meanings ascribed to them in such Schedule.
Modifications and Additions for This Schedule Only. For purposes of this Schedule only, the Agreement is amended as follows: LEASE TERM OPTIONS END OF BASIC TERM OPTIONS Lessee hereby irrevocably agrees to purchase the Equipment upon the expiration of the Basic Term. Lessee shall pay the Lessor the purchase price of ONE MILLION SEVENTY-THREE THOUSAND THREE HUNDRED TWENTY AND 95/100 dollars ($1,073,320.95) in cash for the Equipment, on or before October 1, 2004. THE EQUIPMENT SHALL BE SOLD TO LESSEE AND POSSESSION MADE AVAILABLE TO LESSEE "AS-IS" AND "WHERE-IS"; LESSOR WILL NOT MAKE ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO ANY WARRANTY AS TO FITNESS FOR ANY PARTICULAR OR OTHER PURPOSE, MERCHANTABILITY, OR PATENT INFRINGEMENT, EXCEPT THAT LESSOR SHALL HAVE THE RIGHT TO SELL THE EQUIPMENT AND SHALL TRANSFER TO LESSEE GOOD TITLE FREE AND CLEAR OF ANY SUPERIOR LIEN OR ENCUMBRANCE CREATED BY LESSOR. LESSEE IS LIABLE FOR ANY TAXES PAYABLE AS A RESULT OF THIS SALE. MANDATORY PURCHASE IN THE EVENT THAT LESSEE TERMINATES EITHER OF ACCOUNT NUMBERS 4130938-001 OR 4139038-002 UNDER THE TERMS OF THE LEASE APPLICXXXX XX SUCH ACCOUNT, THEN LESSEE SHALL EXERCISE ITS PURCHASE OPTION UNDER SECTION 18 OF THE LEASE AS OF THE DATE LESSEE TERMINATES SUCH ACCOUNT. Initial: /s/ LN H. PAYMENT AUTHORIZATION You are hereby irrevocably authorized and directed to deliver and apply the proceeds due under this Schedule as follows: COMPANY NAME ADDRESS AMOUNT ------------ ------- ------ TXU Communications Ventures Company 300 Decker Dr. $2,238,462.94 Xxxxxx, TX 75062 This authorization and direction is given pxxxxxxx xx xxx xame authority authorizing the above-mentioned financing. PURSUANT TO THE PROVISIONS OF THE LEASE, AS IT RELATES TO THIS SCHEDULE, LESSEE HEREBY CERTIFIES AND WARRANTS THAT (i) ALL EQUIPMENT LISTED ABOVE IS IN GOOD CONDITION AND APPEARANCE, HAS BEEN DELIVERED AND INSTALLED (IF APPLICABLE) AS OF THE DATE STATED ABOVE AND IN WORKING ORDER; (ii) LESSEE HAS INSPECTED THE EQUIPMENT, AND ALL SUCH TESTING AS IT DEEMS NECESSARY HAS BEEN PERFORMED BY LESSEE, SUPPLIER OR THE MANUFACTURER; AND (iii) LESSEE ACCEPTS THE EQUIPMENT FOR ALL PURPOSES OF THE LEASE AND ALL ATTENDANT DOCUMENTS.
Modifications and Additions for This Schedule Only. The LEASING Section subsection (a) of the Lease is hereby deleted in its entirety and the following substituted in its stead:
a) Subject to the terms and conditions set forth below, Lessor agrees to lease to Lessee, and Lessee agrees to lease from Lessor, the equipment ("Equipment") described in Section A of any schedule hereto ("Schedule). Terms defined in a Schedule and not otherwise defined herein shall have the meanings ascribed to them in such Schedule.
