Common use of Removal of Project Equipment Clause in Contracts

Removal of Project Equipment. The County shall not be under any obligation to renew, repair or replace any inadequate, obsolete, worn out, unsuitable, undesirable, inappropriate or unnecessary Project Equipment. If the Company in its sole discretion determines that any such items of Project Equipment have become inadequate, obsolete, worn out, unsuitable, undesirable, inappropriate or unnecessary for its purposes at such time, the Company may remove such items from the Building and the Project Land and (on behalf of the County) sell, trade in or otherwise dispose of them (as a whole or in part) without any responsibility or accountability to the County or the Trustee therefor, provided that the Company shall either: (a) substitute (either by direct payment of the costs thereof or by advancing to the County the moneys necessary therefor) and install anywhere in the Building or on the 108 Project Land other machinery, equipment or related property having equal or greater utility (but not necessarily having the same function or value) in the operation of the Building as a modern industrial facility (provided such removal and substitution shall not impair operating unity), all of which substituted machinery, equipment or related property shall be free of all liens and encumbrances (other than Permitted Encumbrances) but shall become a part of the Project Equipment; or (b) not make any such substitution and installation, provided (i) that in the case of the sale of any such machinery, equipment or related property to anyone other than itself or in the case of the scrapping thereof, the Company shall pay into the Bond Fund the proceeds from such sale or the scrap value thereof, as the case may be, (ii) that in the case of the trade-in of such machinery, equipment or related property for other machinery, equipment or related property not to be installed in the Building or on the Project Land, the Company shall pay into the Bond Fund the amount of the credit received by it in such trade-in, and (iii) that in the case of the sale of any such machinery, equipment or related property to the Company or in the case of any other disposition thereof, the Company shall pay into the Bond Fund an amount equal to the original cost thereof less depreciation using methods and rates calculated in accordance with generally accepted accounting principles. The removal from the Project of any portion of the Project Equipment pursuant to the provisions of this Section shall not entitle the Company to any diminution in or postponement or abatement of the purchase price payments and other payments required to be made pursuant to Section 5.2. The Company shall promptly report to the Trustee each such removal, substitution, sale, trade-in or other disposition and shall pay to the Trustee such amounts as are required by the provisions of the preceding subsection (b) of this Section to be paid into the Bond Fund promptly after the sale, trade-in or other disposition requiring such payment; provided, however, that no such report and payment need be made until the amount to be paid into the Bond Fund on account of all such sales, trade-ins or other dispositions not previously reported aggregates at least $50.000. The Company shall not remove or permit the removal of any item of Project Equipment except in accordance with the provisions of this Section. The Company shall deliver to the County appropriate documents conveying to the County title to any machinery, equipment or related property installed or placed in the Building or upon the 109 Project Land pursuant to this Section, and upon the request of the Company, the County shall deliver or cause or direct the Trustee to deliver to the Company appropriate documents conveying to the Company title to any property removed from the Project pursuant to this Section and releasing the same from the lien of the Indenture and cancelling any security interest with respect thereto. The Trustee shall take or cause to be taken such action, if any, as may be necessary to perfect a security interest with respect to any property placed in the Building or upon the Project Land and pursuant to this Section.

Removal of Project Equipment. The County Corporation shall have the right, provided the Corporation is not be under in default in making Lease Payments or Additional Payments hereunder, to remove from the Project and on behalf of the City, sell, exchange or otherwise dispose of, without responsibility or accountability to the City or the Lender with respect thereto, any obligation to renew, repair or replace any inadequate, obsolete, worn out, unsuitable, undesirable, inappropriate or unnecessary Project Equipment. If the Company in its sole discretion determines that any such items of equipment which constitute a part of the Project Equipment and which have become inadequate, obsolete, worn out, unsuitable, undesirable, inappropriate undesirable or unnecessary for or which, in the sound discretion of the Corporation, are otherwise no longer useful to the Corporation in its purposes at operations conducted on or in the Project; provided that, if the aggregate value of Project Equipment sold, exchanged or disposed in any fiscal year (on a noncumulative basis) exceeds $100,000, then with respect to the proposed removal in each fiscal year of such timeitems of Project Equipment that originally cost $25,000 or more, the Company may remove such items from the Building and the Project Land and (on behalf of the County) sell, trade in or otherwise dispose of them (as a whole or in part) without any responsibility or accountability to the County or the Trustee therefor, provided that the Company Corporation shall either: (a) substitute (either by direct payment of the costs thereof If Project Equipment is to be removed or by advancing otherwise disposed of, but not replaced, then prior to any such removal, deliver to the County Trustee a certificate signed by the moneys necessary thereforCorporation Representative (1) and install anywhere in the Building or on the 108 Project Land other machinery, containing a complete description of any equipment or related property having equal or greater utility (but not necessarily having the same function or value) in the operation of the Building as a modern industrial facility (provided such removal and substitution shall not impair operating unity), all of which substituted machinery, equipment or related property shall be free of all liens and encumbrances (other than Permitted Encumbrances) but shall become constituting a part of the Project Equipment; or Equipment which the Corporation proposes to remove from the Project, (b2) not make any stating the reason for such substitution and installationremoval, provided (i3) that in the case stating what disposition of the sale of any equipment is to be made by the Corporation after such machinery, equipment or related property to anyone other than itself or in removal and the case names of the scrapping thereof, the Company shall pay into the Bond Fund the proceeds from party or parties to whom such sale or the scrap value thereof, as the case may be, (ii) that in the case of the trade-in of such machinery, equipment or related property for other machinery, equipment or related property not disposition is to be installed in made and the Building or on the Project Landconsideration, the Company shall pay into the Bond Fund the amount of the credit if any, to be received by it in such trade-inthe Corporation therefor, and (iii4) that setting forth the proposed sale price (or trade in credit to be received) and the case of the sale of any such machinery, equipment or related property to the Company or in the case of any other disposition thereof, the Company shall pay into the Bond Fund an amount equal to the fair market value (original cost thereof of such equipment less depreciation using methods and at rates calculated in accordance with generally accepted accounting principles. The removal ) of such equipment; and pay to the Trustee for deposit in the Debt Service Fund the greater of (1) the proceeds from the sale of such equipment (or trade in credit received therefor) or (2) the fair market value of such equipment as set forth in said certificate; or (b) Promptly replace any such Project Equipment so removed with equipment of any portion the same or a different kind but with a value equal to or greater than the fair market value of the Project Equipment pursuant to the provisions of this Section so removed, and such equipment shall not entitle the Company to any diminution in or postponement or abatement be deemed a part of the purchase price payments and other payments required to be made pursuant to Section 5.2. The Company shall promptly report to the Trustee each such removal, substitution, sale, trade-in or other disposition and shall pay to the Trustee such amounts as are required by the provisions of the preceding subsection (b) of this Section to be paid into the Bond Fund promptly after the sale, trade-in or other disposition requiring such paymentProject Equipment; provided, however, that no prior to any such report and payment need be made until replacement, the amount to be paid into the Bond Fund on account of all such sales, trade-ins or other dispositions not previously reported aggregates at least $50.000. The Company shall not remove or permit the removal of any item of Project Equipment except in accordance with the provisions of this Section. The Company Corporation shall deliver to the County appropriate documents conveying Trustee a certificate signed by the Corporation Representative (1) setting forth a complete description of the equipment which the Corporation has acquired to replace the County title to any machineryProject Equipment so removed by the Corporation, (2) stating the cost thereof, and (3) stating that the equipment or related property described in such certificate are fully paid for and have been installed or placed in the Building or upon the 109 Project Land pursuant to this Section, and upon the request Project. Upon receipt of the Companysuch certificate, the County Lender shall deliver or cause or direct amend the Trustee to deliver to the Company appropriate documents conveying to the Company title to any property list of Project Equipment maintained by it. All equipment which shall replace Project Equipment removed from the Project by the Corporation pursuant to this Section 5.03(b) shall become and releasing be deemed a part of the same Project. In all cases, the Corporation shall pay all of the costs and expenses of any such removal and shall immediately repair at its expense all damage to the Project caused thereby. The Corporation’s rights under this Section 5.03 to remove from the lien Project equipment constituting a part of the Indenture Project Equipment is intended only to permit the Corporation to maintain an efficient operation by the removal of equipment which is no longer suitable to the Corporation’s use of the Project for any of the reasons set forth in this Section 5.03, and cancelling any security interest with respect thereto. The Trustee shall take or cause such right is not to be taken such action, if any, as may construed to permit a removal under any other circumstances and specifically is not to be necessary construed to perfect permit the Corporation to make a security interest with respect to any property placed in the Building or upon wholesale removal of the Project Land and pursuant to this SectionEquipment.

Removal of Project Equipment. The County Company shall not be under any obligation to renewhave the right, repair or replace any inadequate, obsolete, worn out, unsuitable, undesirable, inappropriate or unnecessary Project Equipment. If provided the Company is not in its sole discretion determines that default in the payment of Lease Payments, to remove from the Project and (on behalf of the Issuer) sell, exchange or otherwise dispose of, without responsibility or accountability to the Issuer or the Trustee with respect thereto, any such items of machinery and equipment which constitute a part of the Project Equipment and which have become inadequate, obsolete, worn out, unsuitable, undesirable, inappropriate undesirable or unnecessary for or which, in the sound discretion of the Company, are otherwise no longer useful to the Company in its purposes at such timeoperations conducted on the Project Site; provided that, the Company may remove such items from shall, for so long as the Building and the Project Land and (on behalf of the County) sell, trade in or otherwise dispose of them (as a whole or in part) without any responsibility or accountability to the County or the Trustee therefor, provided that the Company shall eitherSeries 2005A Bonds are Outstanding: (a) substitute (either by direct payment of the costs thereof or by advancing Prior to any such removal, deliver to the County Trustee a certificate signed by the moneys necessary thereforCompany (1) containing a complete description, including the make, model and install anywhere in the Building serial numbers, if any, of any machinery or on the 108 Project Land other machinery, equipment or related property having equal or greater utility (but not necessarily having the same function or value) in the operation of the Building as a modern industrial facility (provided such removal and substitution shall not impair operating unity), all of which substituted machinery, equipment or related property shall be free of all liens and encumbrances (other than Permitted Encumbrances) but shall become constituting a part of the Project Equipment; or equipment which it proposes to remove from the Project Site, (b2) not make any stating the reason for such substitution and installationremoval, provided (i3) that in the case stating what disposition of the sale of any machinery or equipment is to be made by the Company after such machinery, equipment or related property to anyone other than itself or in removal and the case names of the scrapping thereof, party or parties to whom such disposition is to be made and the consideration to be received by the Company shall pay into therefor, if any, and (4) setting forth the Bond Fund the proceeds from such proposed sale price (or the scrap value thereof, as the case may be, (ii) that in the case of the trade-in credit to be received) and the fair market value (original cost of such machinery, machinery or equipment or related property for other machinery, equipment or related property not to be installed in the Building or on the Project Land, the Company shall pay into the Bond Fund the amount of the credit received by it in such trade-in, and (iii) that in the case of the sale of any such machinery, equipment or related property to the Company or in the case of any other disposition thereof, the Company shall pay into the Bond Fund an amount equal to the original cost thereof less depreciation using methods and at rates calculated in accordance with generally accepted accounting principles) of such machinery or equipment; and pay the greater of (A) the proceeds from the sale of such machinery or equipment (or trade-in credit received therefor) or (B) the fair market value of such machinery or equipment as set forth in said certificate to the Trustee for deposit in the Bond Fund; or (b) Promptly replace any such Project equipment so removed with machinery and equipment of the same or a different kind but with a value equal to or greater than the fair market value of the Project equipment so removed, and such machinery and equipment shall be deemed a part of the Project equipment; within 30 days after any such replacement, deliver to the Trustee a certificate signed by the Company (1) setting forth a complete description, including make, model and serial numbers, if any, of the machinery and equipment which the Company has acquired to replace the Project equipment so removed by the Company, (2) stating the cost thereof, and (3) stating that the machinery and equipment described in said certificate are fully paid for and have been installed on the Site as a part of the Project. The removal All machinery and equipment which replaces Project equipment removed from the Project of any portion of Site by the Project Equipment Company pursuant to the provisions of this Section shall not entitle the Company to any diminution in or postponement or abatement of the purchase price payments and other payments required to be made pursuant to Section 5.2. The Company shall promptly report to the Trustee each such removal, substitution, sale, trade-in or other disposition and shall pay to the Trustee such amounts as are required by the provisions of the preceding subsection paragraph (b) of this Section shall become and be deemed a part of the Project. In all cases, the Company shall pay all the costs and expenses of any such removal and shall immediately repair at its expense any damage to be paid into the Bond Fund promptly after the sale, trade-in or other disposition requiring such payment; provided, however, that no such report and payment need be made until the amount to be paid into the Bond Fund on account of all such sales, trade-ins or other dispositions not previously reported aggregates at least $50.000Project caused thereby. The Company’s rights under this Section to remove from the Project machinery and equipment constituting a part of the Project equipment is intended only to permit the Company shall not remove or permit to maintain an efficient operation by the removal of any item of Project Equipment except in accordance with the provisions of this Section. The Company shall deliver machinery and equipment which is no longer suitable to the County appropriate documents conveying to Company’s use for any of the County title to any machinery, equipment or related property installed or placed reasons set forth in the Building or upon the 109 Project Land pursuant to this Section, and upon such right is not to be construed to permit a removal under any other circumstances and specifically is not to be construed to permit the request Company to make a wholesale removal of the Company, the County shall deliver or cause or direct the Trustee to deliver to the Company appropriate documents conveying to the Company title to any property removed from the Project pursuant to this Section and releasing the same from the lien of the Indenture and cancelling any security interest with respect thereto. The Trustee shall take or cause to be taken such action, if any, as may be necessary to perfect a security interest with respect to any property placed in the Building or upon the Project Land and pursuant to this Sectionequipment.

Removal of Project Equipment. The County Tenant, or to the extent permitted by Tenant in the Sublease or otherwise in writing and not prohibited under the Facility Agreements, a Tenant’s Delegee, shall have the right, provided the Tenant is not be under in default in the payment of Basic Rent or Additional Rent hereunder, to remove from the Project and (on behalf of the Issuer) sell, exchange or otherwise dispose of, without responsibility or accountability to the Issuer or the Trustee with respect thereto, any obligation to renew, repair or replace any inadequate, obsolete, worn out, unsuitable, undesirable, inappropriate or unnecessary Project Equipment. If the Company in its sole discretion determines that any such items of machinery and equipment which constitute a part of the Project Equipment and which have become inadequate, obsolete, worn out, unsuitable, undesirable, inappropriate undesirable or unnecessary for or which, in the sound discretion of the Tenant, are otherwise no longer useful to the Tenant in its purposes at operations conducted on or in the Project; provided that, if the aggregate value of Project Equipment sold, exchanged or disposed of in any fiscal year (on a non cumulative basis) exceeds $100,000, then with respect to the proposed removal in such timefiscal year of such items of Project Equipment that originally cost $25,000 or more, the Company may remove Tenant, or such items from the Building and the Project Land and (on behalf of the County) sella Tenant’s Delegee, trade in or otherwise dispose of them (as a whole or in part) without any responsibility or accountability to the County or the Trustee therefor, provided that the Company shall either: (a) substitute Prior to any such removal, deliver to the Issuer and the Trustee a certificate signed by the Tenant and any such Tenant’s Delegee (either by direct payment 1) containing a description of any machinery or equipment constituting a part of the costs thereof Project Equipment which it proposes to remove from the Project, (2) stating the reason for such removal, and (3) setting forth the estimated market value of such machinery or by advancing equipment; and pay the estimated value of such machinery or equipment as set forth in said certificate to the County the moneys necessary therefor) and install anywhere Trustee for deposit in the Building Bond Fund or on obtain a written waiver from the 108 Owners of all of the Bonds of the requirement that the estimated value be deposited into the Bond Fund; or (b) Promptly replace any such Project Land other machinery, Equipment so removed with machinery and equipment of the same or related property having a different kind but with a value equal to or greater utility (but not necessarily having than the same function or value) in the operation fair market value of the Building as a modern industrial facility (provided Project Equipment so removed, and such removal machinery and substitution shall not impair operating unity), all of which substituted machinery, equipment or related property shall be free of all liens and encumbrances (other than Permitted Encumbrances) but shall become deemed a part of the Project Equipment; or (b) not make within 30 days after any such substitution replacement, deliver to the Trustee a certificate signed by the Tenant and installationany such permitted Tenant’s Delegee (1) setting forth a complete description, provided (i) that in the case including make, model and serial numbers, if any, of the sale of any such machinery, machinery and equipment which the Tenant or related property Tenant’s Delegee has acquired to anyone other than itself replace the Project Equipment so removed by the Tenant or in the case of the scrapping thereof, the Company shall pay into the Bond Fund the proceeds from such sale or the scrap value thereof, as the case may beTenant’s Delegee, (ii2) that in stating the case of the trade-in of such machinery, equipment or related property for other machinery, equipment or related property not to be installed in the Building or on the Project Land, the Company shall pay into the Bond Fund the amount of the credit received by it in such trade-incost thereof, and (iii3) stating that the machinery and equipment described in said certificate are fully paid for and have been installed on the case Project. The Trustee shall amend the list of Project Equipment maintained by it pursuant to Section In all cases, subject to Section 12.4 the Tenant shall cause a Tenant’s Delegee to pay all the costs and expenses of the sale removal and repair of any such machinery, equipment or related property all damage to the Company or in the case of any other disposition thereof, the Company shall pay into the Bond Fund an amount equal to the original cost thereof less depreciation using methods and rates calculated in accordance with generally accepted accounting principlesProject caused thereby. The removal Tenant’s or such Tenant’s Delegee’s rights under this Section to remove from the Project of any portion machinery and equipment constituting a part of the Project Equipment pursuant is intended only to permit the provisions of this Section shall not entitle the Company Tenant or such Tenant’s Delegee to any diminution in or postponement or abatement of the purchase price payments and other payments required to be made pursuant to Section 5.2. The Company shall promptly report to the Trustee each such removal, substitution, sale, trade-in or other disposition and shall pay to the Trustee such amounts as are required maintain an efficient operation by the provisions of the preceding subsection (b) of this Section to be paid into the Bond Fund promptly after the sale, trade-in or other disposition requiring such payment; provided, however, that no such report and payment need be made until the amount to be paid into the Bond Fund on account of all such sales, trade-ins or other dispositions not previously reported aggregates at least $50.000. The Company shall not remove or permit the removal of any item of Project Equipment except in accordance with the provisions of this Section. The Company shall deliver machinery and equipment which is no longer suitable to the County appropriate documents conveying to Tenant’s or such Tenant’s Delegee’s use of the County title to Project for any machinery, equipment or related property installed or placed of the reasons set forth in the Building or upon the 109 Project Land pursuant to this Section, and upon such right is not to be construed to permit a removal under any other circumstances and specifically is not to be construed to permit the request Tenant or such Tenant’s Delegee to make a wholesale removal of the Company, the County shall deliver or cause or direct the Trustee to deliver to the Company appropriate documents conveying to the Company title to any property removed from the Project pursuant to this Section and releasing the same from the lien of the Indenture and cancelling any security interest with respect thereto. The Trustee shall take or cause to be taken such action, if any, as may be necessary to perfect a security interest with respect to any property placed in the Building or upon the Project Land and pursuant to this SectionEquipment.

Removal of Project Equipment. The County Company shall not be under any obligation to renewhave the right, repair or replace any inadequate, obsolete, worn out, unsuitable, undesirable, inappropriate or unnecessary Project Equipment. If provided the Company is not in its sole discretion determines that default in the payment of Basic Rent or Additional Rent hereunder, to remove from the Project and (on behalf of the City) sell, exchange or otherwise dispose of, without responsibility or accountability to the City or the Trustee with respect thereto, any such items of machinery and equipment which constitute a part of the Project Equipment and which have become inadequate, obsolete, worn out, unsuitable, undesirable, inappropriate undesirable or unnecessary for its purposes at such timeor which, in the sound discretion of the Company, are otherwise no longer useful to the Company may remove in its operations conducted on or in the Project; provided that, if the aggregate value of Project Equipment sold, exchanged or disposed of in any fiscal year (on a non cumulative basis) exceeds $1,000,000, then with respect to the proposed removal in such fiscal year of such items from the Building and the of Project Land and (on behalf of the County) sellEquipment that originally cost $250,000 or more, trade in or otherwise dispose of them (as a whole or in part) without any responsibility or accountability to the County or the Trustee therefor, provided that the Company shall either: (a) substitute Prior to any such removal, deliver to the City and the Trustee a certificate signed by the Company (either by direct payment 1) containing a description of any machinery or equipment constituting a part of the costs thereof Project Equipment which it proposes to remove from the Project, (2) stating the reason for such removal, and (3) setting forth the estimated market value of such machinery or by advancing equipment and pay the estimated value of such machinery or equipment as set forth in said certificate to the County the moneys necessary therefor) and install anywhere Trustee for deposit in the Building Bond Fund or on obtain a written waiver from the 108 Owners of all of the Bonds of the requirement that the estimated value be deposited into the Bond Fund; or (b) Promptly replace any such Project Land other machinery, Equipment so removed with machinery and equipment of the same or related property having a different kind but with a value equal to or greater utility (but not necessarily having than the same function or value) in the operation fair market value of the Building as a modern industrial facility (provided Project Equipment so removed, and such removal machinery and substitution shall not impair operating unity), all of which substituted machinery, equipment or related property shall be free of all liens and encumbrances (other than Permitted Encumbrances) but shall become deemed a part of the Project Equipment; or (b) not make within 30 days after any such substitution replacement, deliver to the Trustee a certificate signed by the Company (1) setting forth a complete description, including make, model and installationserial numbers, provided (i) that in the case if any, of the sale of any such machinery, machinery and equipment or related property to anyone other than itself or in the case of the scrapping thereof, which the Company shall pay into has acquired to replace the Bond Fund Project Equipment so removed by the proceeds from such sale or the scrap value thereof, as the case may beCompany, (ii2) that in stating the case of the trade-in of such machinery, equipment or related property for other machinery, equipment or related property not to be installed in the Building or on the Project Land, the Company shall pay into the Bond Fund the amount of the credit received by it in such trade-incost thereof, and (iii3) stating that the machinery and equipment described in said certificate are fully paid for and have been installed on the case of the sale of any such machinery, equipment or related property to the Company or in the case of any other disposition thereof, the Company shall pay into the Bond Fund an amount equal to the original cost thereof less depreciation using methods and rates calculated in accordance with generally accepted accounting principlesProject. The removal Trustee shall amend the list of Project Equipment maintained by it pursuant to Section 10.8 hereof upon receipt of such certificate. All machinery and equipment that replaces Project Equipment removed from the Project of any portion of by the Project Equipment Company pursuant to the provisions of this Section shall not entitle the Company to any diminution in or postponement or abatement of the purchase price payments and other payments required to be made pursuant to Section 5.2. The Company shall promptly report to the Trustee each such removal, substitution, sale, trade-in or other disposition and shall pay to the Trustee such amounts as are required by the provisions of the preceding subsection paragraph (b) of this Section shall become and be deemed a part of the Project. In all cases, the Company shall pay all the costs and expenses of any such removal and shall immediately repair at its expense all damage to be paid into the Bond Fund promptly after the sale, trade-in or other disposition requiring such payment; provided, however, that no such report and payment need be made until the amount to be paid into the Bond Fund on account of all such sales, trade-ins or other dispositions not previously reported aggregates at least $50.000Project caused thereby. The Company’s rights under this Section to remove from the Project machinery and equipment constituting a part of the Project Equipment is intended only to permit the Company shall not remove or permit to maintain an efficient operation by the removal of any item of Project Equipment except in accordance with the provisions of this Section. The Company shall deliver machinery and equipment which is no longer suitable to the County appropriate documents conveying to Company’s use of the County title to Project for any machinery, equipment or related property installed or placed of the reasons set forth in the Building or upon the 109 Project Land pursuant to this Section, and upon such right is not to be construed to permit a removal under any other circumstances and specifically is not to be construed to permit the request Company to make a wholesale removal of the Company, the County shall deliver or cause or direct the Trustee to deliver to the Company appropriate documents conveying to the Company title to any property removed from the Project pursuant to this Section and releasing the same from the lien of the Indenture and cancelling any security interest with respect thereto. The Trustee shall take or cause to be taken such action, if any, as may be necessary to perfect a security interest with respect to any property placed in the Building or upon the Project Land and pursuant to this SectionEquipment.