Common use of Use of Aircraft; Maintenance; Modifications; Security Clause in Contracts

Use of Aircraft; Maintenance; Modifications; Security. (a) Customer shall operate the Aircraft under and in compliance with Part 91, any other applicable provision of the FARs and all other Applicable Standards. Customer shall not operate or permit the Aircraft to be operated for air taxi operations or otherwise under Part 135 of the FARs. Unless otherwise expressly permitted hereunder, (ii) Customer shall at all times have, and maintain, “operational control” of the Aircraft (as such term is then interpreted by the FAA or such other applicable Governmental Authority), and no other Person shall operate the Aircraft. The Aircraft at all times will be operated by duly qualified pilots having satisfied all requirements established and specified by the FAA, the TSA, any other applicable Governmental Authority and the Required Coverages. (b) Customer may fly the Aircraft temporarily to any country in the world, provided that the Aircraft (i) shall at all times be based at the Primary Hangar Location; and (ii) shall not be flown, operated, used or located in, to or over any such country or area (temporarily or otherwise) (A) that is excluded from the Required Coverages (or specifically not covered by the Required Coverages), (B) with which the United States of America does not maintain favorable diplomatic relations (which as of the date hereof is any country or jurisdiction listed and starred with an “*” on the list maintained by the U.S. Department of State, at xxxx://xxx.xxxxx.xxx/s/inr/rls/4250.htm), or (C) in violation of any of the Loan Documents or any Applicable Standards. Customer shall adopt, implement and comply with all security measures required by any Applicable Law or by any Required Coverages, or that are necessary or appropriate for the proper protection of the Aircraft (whether on the ground or in flight) against theft, vandalism, hijacking, destruction, bombing, terrorism or similar acts. (c) Customer agrees that, with respect to the Airframe, the Engines, the APU and each Part, Customer shall, at its own expense, (i) maintain, inspect, service, repair, overhaul and test the same in accordance with Applicable Standards; (ii) make any alterations or modifications that may at any time be required to comply with Applicable Standards, and to cause the Aircraft to remain airworthy; (iii) furnish all required parts, replacements, mechanisms, devices and servicing so that the condition and operating efficiency thereof will at all times be no less than its condition and operating efficiency as and when delivered to Customer, ordinary wear and tear from proper use alone excepted; (iv) promptly replace all Parts (A) that become worn out, lost, stolen, taken, destroyed, damaged beyond repair or permanently rendered or declared unfit for use for any reason whatsoever, or (B) if not previously replaced pursuant to clause (A), as and when required by any Applicable Standards, including any applicable life limits; and (v) maintain (in English) all Records in accordance with Applicable Standards. All maintenance procedures shall be performed by properly trained, licensed, and certified maintenance sources and personnel utilizing replacement parts approved by the FAA and the manufacturer of (as applicable) the Airframe, the Engines, the APU or any Part. Without limiting the foregoing, Customer shall comply with all mandatory service bulletins and airworthiness directives by causing compliance to such bulletins and/or directives to be completed through corrective modification in lieu of operating manual restrictions. (d) Customer shall not make or authorize any improvement, change, addition or alteration to the Aircraft that will impair the originally intended function or use of the Aircraft, diminish the value of the Aircraft as it existed immediately prior thereto, or violate any Applicable Standard. All repairs, parts, replacements, mechanisms and devices added by Customer or on its behalf shall immediately, without further act, become part of the Aircraft and subject to the Lender’s Lien granted under this Agreement. 2388218 6 (LOAN AGREEMENT)

Appears in 2 contracts

Samples: Loan and Aircraft Security Agreement, Loan and Aircraft Security Agreement (Willis Lease Finance Corp)

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Use of Aircraft; Maintenance; Modifications; Security. (a) Customer shall will operate the Aircraft under and in compliance with Part 91, any other applicable provision 91 of the FARs and all other Applicable StandardsFARs. Unless otherwise expressly permitted hereunder, Customer shall not operate or permit the Aircraft to be operated for air taxi operations or otherwise under Part 135 of the FARs. Unless otherwise expressly permitted hereunder, (ii) Customer shall at all times have, and maintain, “operational control” of the Aircraft (as such term is then interpreted by the FAA or such other applicable Governmental Authority), and no other Person shall operate the Aircraft. The Aircraft at all times will be operated by duly qualified pilots having satisfied all requirements established and specified by the FAA, the TSATransportation Security Administration, any other applicable Governmental Authority governmental authority and the Required Coveragesinsurance policies required under this Agreement. (b) Customer may fly will operate the Aircraft in a careful and proper manner in compliance with all Applicable Standards, including, without limitation, its operation, maintenance and security. The Aircraft shall not be operated, used or located outside the continental United States, except that it may be flown temporarily to any country in the worldworld for any purpose expressly permitted under this Agreement. Notwithstanding the foregoing, provided that the Aircraft (i) shall at all times be based at the Primary Hangar Location; and (ii) shall not be flown, operated, used or located in, to or over any such country or area (temporarily or otherwise) ), (Ai) that is excluded from the Required Coverages insurance required hereunder (or specifically not covered by the Required Coveragessuch insurance), (Bii) with which the United States of America does not maintain favorable diplomatic relations relations, (which as iii) in any area of the date hereof is any country recognized or jurisdiction listed and starred with an “*” on the list maintained by the U.S. Department of State, at xxxx://xxx.xxxxx.xxx/s/inr/rls/4250.htm)threatened hostilities, or (Civ) in violation of any of the Loan Documents this Agreement or any Applicable Standards, including any U.S. law or United Nations Security Council Directive. Customer shall adopt, implement and comply with all security measures required by any Applicable Law governmental authority, or by any Required Coverages, insurance policies or that are necessary or appropriate for the proper protection of the Aircraft (whether on the ground or in flight) against theft, vandalism, hijacking, destruction, bombing, terrorism or similar acts. (c) Customer agrees that, with respect to the Airframe, the Engines, the APU and each Part, Customer shallwill, at its own expense, (i) maintain, inspect, service, repair, overhaul and test the same Airframe, each Engine, any APU or Propeller(s) and each Part in accordance with Applicable Standards; (ii) make any alterations alteration or modifications modification to the Aircraft that may at any time be required to comply with Applicable Standards, and to cause the Aircraft to remain airworthyairworthy or to maintain the Aircraft’s airworthiness certification; (iii) furnish all required parts, replacements, mechanisms, devices and servicing required therefor so that the condition and operating efficiency thereof of the applicable Airframe, Engine, APU, Propellers or Part will at all times be no less than its condition and operating efficiency as and when delivered to Customer, ordinary wear and tear from proper use alone excepted; (iv) promptly replace all Parts (A) that become worn out, lost, stolen, taken, destroyed, damaged beyond repair or permanently rendered or declared unfit for use for any reason whatsoever, or (B) if not previously replaced pursuant to clause (A), as and when required by any Applicable Standards, including any applicable life limits; and (v) maintain (in English) all Records in accordance with Applicable Standards. All repairs, parts, replacements, mechanisms and devices so furnished shall immediately, without further act, become part of the Aircraft and subject to the security interest created by this Agreement. All maintenance procedures shall be performed by properly trained, licensed, and certified maintenance sources and maintenance personnel utilizing replacement parts approved by the FAA and the manufacturer of (as applicable) the applicable Airframe, the EnginesEngine, the APU APU, Propellers or any Part. Without limiting the foregoing, Customer shall comply with all mandatory service bulletins and airworthiness directives by causing compliance to such bulletins and/or directives to be completed through corrective modification in lieu of operating manual restrictions. (d) Customer shall will not make or authorize any improvement, change, addition or alteration to the Aircraft that will impair the originally intended function or use of the Aircraft, diminish the value of the Aircraft as it existed immediately prior thereto, or violate any Applicable Standard. All repairs; and any Part, partsmechanism, replacements, mechanisms and devices device or replacement added by Customer or on its behalf to the Aircraft in connection therewith shall immediately, without further act, become part of the Aircraft and subject to the Lender’s Lien granted under security interest created by this Agreement. 2388218 6 (LOAN AGREEMENT).

Appears in 2 contracts

Samples: Loan and Aircraft Security Agreement, Loan and Aircraft Security Agreement (NGA Holdco, LLC)

Use of Aircraft; Maintenance; Modifications; Security. (a) Customer shall will operate the Aircraft under and in compliance with Part 91, any other applicable provision 91 of the FARs and all other Applicable StandardsFARs. Except as otherwise expressly permitted in Section 4.4 above,, Customer shall not operate or permit the Aircraft to be operated for air taxi operations or otherwise under Part 135 of the FARs. Unless otherwise expressly permitted hereunder, (ii) Customer shall at all times have, and maintain, “operational control” of the Aircraft (as such term is then interpreted by the FAA or such other applicable Governmental Authority), and no other Person shall operate the Aircraft. The Aircraft at all times will be operated by duly qualified pilots having satisfied all requirements established and specified by the FAA, the TSATransportation Security Administration, any other applicable Governmental Authority governmental authority and the Required Coveragesinsurance policies required under this Agreement. (b) Customer may fly will operate the Aircraft in a careful and proper manner in compliance with all Applicable Standards, including, without limitation, its operation, maintenance and security. The Aircraft shall not be operated, used or located outside the continental United States, except that it may be flown temporarily to any country in the worldworld for any purpose expressly permitted under this Agreement. Notwithstanding the foregoing, provided that the Aircraft (i) shall at all times be based at the Primary Hangar Location; and (ii) shall not be flown, operated, used or located in, to or over any such country or area (temporarily or otherwise) ), (Ai) that is excluded from the Required Coverages insurance required hereunder (or specifically not covered by the Required Coveragessuch insurance), (Bii) with which the United States of America does not maintain favorable diplomatic relations relations, (which as iii) in any area of the date hereof is any country recognized or jurisdiction listed and starred with an “*” on the list maintained by the U.S. Department of State, at xxxx://xxx.xxxxx.xxx/s/inr/rls/4250.htm)threatened hostilities, or (Civ) in violation of any of the Loan Documents this Agreement or any Applicable Standards, including any U.S. law or United Nations Security Council Directive. Customer shall adopt, implement and comply with all security measures required by any Applicable Law governmental authority, or by any Required Coverages, insurance policies or that are necessary or appropriate for the proper protection of the Aircraft (whether on the ground or in flight) against theft, vandalism, hijacking, destruction, bombing, terrorism or similar acts. (c) Customer agrees that, with respect to the Airframe, the Engines, the APU and each Part, Customer shallwill, at its own expense, (i) maintain, inspect, service, repair, overhaul and test the same Airframe, each Engine, any APU and each Part in accordance with Applicable Standards; (ii) make any alterations alteration or modifications modification to the Aircraft that may at any time be required to comply with Applicable Standards, and to cause the Aircraft to remain airworthyairworthy or to maintain the Aircraft’s airworthiness certification; (iii) furnish all required parts, replacements, mechanisms, devices and servicing required therefor so that the condition and operating efficiency thereof of the applicable Airframe, Engine, APU or Part will at all times be no less than its condition and operating efficiency as and when delivered to Customer, ordinary wear and tear from proper use alone excepted; (iv) promptly replace all Parts (A) that become worn out, lost, stolen, taken, destroyed, damaged beyond repair or permanently rendered or declared unfit for use for any reason whatsoever, or (B) if not previously replaced pursuant to clause (A), as and when required by any Applicable Standards, including any applicable life limits; and (v) maintain (in English) all Records in accordance with Applicable Standards. All repairs, parts, replacements, mechanisms and devices so furnished shall immediately, without further act, become part of the Aircraft and subject to the security interest created by this Agreement. All maintenance procedures shall be performed by properly trained, licensed, and certified maintenance sources and maintenance personnel utilizing replacement parts approved by the FAA and the manufacturer of (as applicable) the applicable Airframe, the EnginesEngine, the APU or any Part. Without limiting the foregoing, Customer shall comply with all mandatory service bulletins and airworthiness directives by causing compliance to such bulletins and/or directives to be completed through corrective modification in lieu of operating manual restrictions. (d) Customer shall will not make or authorize any improvement, change, addition or alteration to the Aircraft that will impair the originally intended function or use of the Aircraft, diminish the value of the Aircraft as it existed immediately prior thereto, or violate any Applicable Standard. All repairs; and any Part, partsmechanism, replacements, mechanisms and devices device or replacement added by Customer or on its behalf to the Aircraft in connection therewith shall immediately, without further act, become part of the Aircraft and subject to the Lender’s Lien granted under security interest created by this Agreement. 2388218 6 (LOAN AGREEMENT).

Appears in 2 contracts

Samples: Loan and Aircraft Security Agreement (Willis Lease Finance Corp), Loan and Aircraft Security Agreement (Willis Lease Finance Corp)

Use of Aircraft; Maintenance; Modifications; Security. (a) Customer shall will operate the Aircraft or shall cause the Aircraft to be operated under and in compliance with Part 91, 91 and any other applicable provision of the FARs FARs, and all other Applicable Standards. Unless otherwise expressly permitted hereunder, (i) Customer shall not operate or permit the Aircraft to be operated for air taxi operations or otherwise under Part 135 of the FARs. Unless otherwise expressly permitted hereunder, ; and (ii) Customer Customer, an Affiliate or other Interested Third Party shall at all times have, and maintain, “operational control” of the Aircraft (as such term is then interpreted by the FAA or such other applicable Governmental Authority), and no other Person shall operate the Aircraft. The Aircraft at all times will be operated by duly qualified pilots having satisfied all requirements established and specified by the FAA, the TSA, any other applicable Governmental Authority and the Required Coverages. (b) Customer may fly the Aircraft may be flown temporarily to any country in the world, provided that the Aircraft (i) shall at all times be based at in the Primary Hangar Locationcontinental United States; and (ii) shall not be flown, operated, used or located in, to or over any such country or area (temporarily or otherwise) (A) that is excluded from the Required Coverages (or specifically not covered by the Required Coveragessuch insurance), (B) with which the United States of America U.S. does not maintain favorable diplomatic relations (which as of the date hereof is any country or jurisdiction listed and starred not marked with an “*” on the list maintained by the U.S. Department of State, at xxxx://xxx.xxxxx.xxx/s/inr/rls/4250.htmxxxx://xxx.xxxxx.xxx/s/inr/rls/4250.htm or any replacement or equivalent website maintained by the U.S. Department of State), provided that the prohibition in this clause (B) does not prohibit the operation of the Aircraft on an approved and assigned air traffic control route (if and so long as such use is otherwise in compliance with the provisions of the this Agreement and does not violate any insurance policies in effect with respect to the Aircraft), (C) to the extent that payment of any claim under the Required Coverages directly or indirectly arising or resulting from or connected with any such flight, operation, use or location would be prohibited under any trade or other economic sanction or embargo by the United States of America, or (CD) in violation of any of the Loan Documents or any Applicable Standards. Customer shall adopt, implement and comply with all security measures required by any Applicable Law Law, or by any Required Coverages, or that are necessary or appropriate for the proper protection of the Aircraft (whether on the ground or in flight) against theft, vandalism, hijacking, destruction, bombing, terrorism or similar acts. (c) Customer agrees that, with respect to the Airframe, the Engines, the each APU and each Part, Customer shall, will at its own expense, (i) maintain, inspect, service, repair, overhaul and test the same in accordance with Applicable Standards; (ii) make any alterations or modifications that may at any time be required to comply with Applicable Standards, and to cause the Aircraft to remain airworthy; (iii) furnish all required parts, replacements, mechanisms, devices and servicing so that the condition and operating efficiency thereof will at all times be no less than its condition and operating efficiency as and when delivered to Customer, ordinary wear and tear from proper use alone excepted; (iv) promptly replace all Parts (A) that which become worn out, lost, stolen, taken, destroyed, damaged beyond repair or permanently rendered or declared unfit for use for any reason whatsoever, or (B) if not previously replaced pursuant to clause (A), as and when required by any Applicable Standards, including any applicable life limits; and (v) maintain (in English) all Records in accordance with Applicable Standards; and (vi) enroll and maintain the Engines in an Engine Maintenance Program and the APU in an APU Maintenance Program or shall cause the foregoing to be done. All maintenance procedures shall be performed by properly trained, licensed, and certified maintenance sources and personnel utilizing replacement parts approved by the FAA and the manufacturer of (as applicable) the Airframe, the Engines, the or any APU or any Part. Without limiting the foregoing, Customer shall comply with all mandatory service bulletins and airworthiness directives by causing compliance to such bulletins and/or directives to be completed through corrective modification in lieu of operating manual restrictions. (d) Customer shall will not make make, authorize or authorize permit any improvement, change, addition or alteration to the Aircraft that will impair the originally intended function or use of the Aircraft, diminish the value of the Aircraft as it existed immediately prior thereto, or violate any Applicable Standard. All repairs, parts, replacements, mechanisms and devices added by Customer or on its behalf shall immediately, without further act, become part of the Aircraft and subject to the Lender’s Lien granted under this Agreement. 2388218 6 CHAR1\1530185v6 CHAR1\1376673v2 CHAR1\1530185v6 CHAR1\1530185v6 CHAR1\1530185v6 THIS LOAN AND AIRCRAFT SECURITY AGREEMENT (LOAN AGREEMENTS/N 218) (together with all Addenda, Riders and Annexes hereto, this “Agreement”) is dated as of July 27, 2017 (the “Closing Date”), by and between TVPX AIRCRAFT SOLUTIONS INC., a Utah corporation, not in its individual capacity, but solely as Owner Trustee under the Trust Agreement dated as of July 27, 2017 (“Customer”) and BANC OF AMERICA LEASING & CAPITAL, LLC, a Delaware limited liability company (“Lender”). In consideration of the mutual agreements contained herein, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows: Capitalized and certain other terms used but not otherwise defined in this Agreement shall have the meanings ascribed to them in Annex A attached hereto and made a part hereof.

Appears in 1 contract

Samples: Loan and Aircraft Security Agreement (Ipg Photonics Corp)

Use of Aircraft; Maintenance; Modifications; Security. (a) Customer shall Borrower or its permitted lessees will operate the Aircraft under and in compliance with Part 91, any other applicable provision of the FARs 91 and all other Applicable Standards. Customer Unless otherwise expressly permitted hereunder, (i) Borrower shall not operate or permit the Aircraft to be operated for air taxi operations or otherwise under Part 135 of the FARs. Unless otherwise expressly permitted hereunder, ; and (ii) Customer Borrower or its permitted lessees shall at all times have, and maintain, “operational control” of the Aircraft (as such term is then interpreted by the FAA or such other applicable Governmental Authority), and no other Person (other than Borrower’s permitted lessees) shall operate the Aircraft. The Aircraft at all times will be operated by duly qualified pilots having satisfied all requirements established and specified by the FAA, the TSA, any other applicable Governmental Authority and the Required CoveragesApplicable Standards. (ba) Customer Borrower may fly operate the Aircraft temporarily to any country in the worldworldwide, provided that the Aircraft (i) shall at all times be based at and predominantly used, operated and located in the Primary Hangar Locationcontinental United States; and (ii) shall not be flown, operated, used or located in, to or over any such country or area (temporarily or otherwise) (A) that is excluded from the Required Coverages (or specifically not covered by the Required Coveragessuch insurance), (B) with which listed as a sanctioned country by the United States under xxxx://xxxxxxxx.xxx/about/organizational-structure/offices/Pages/Office-of-Foreign-Assets-Control.aspx, (C) in any area of recognized hostilities, (D) if as a result thereof, payment under the Required Coverages could be prohibited under any sanction or embargo by the United States of America does not maintain favorable diplomatic relations (which as of the date hereof is any country or jurisdiction listed and starred with an “*” on the list maintained by the U.S. Department of State, at xxxx://xxx.xxxxx.xxx/s/inr/rls/4250.htm)America, or (CE) in violation of any of the Loan Documents or any Applicable Standards. Customer Borrower shall adopt, implement and comply with all security measures required by any Applicable Law or by any Required CoveragesStandards, or that are as may then be necessary or appropriate for the proper protection of the Aircraft (whether on the ground or in flight) against theft, vandalism, hijacking, destruction, bombing, terrorism or similar acts. (cb) Customer Borrower agrees that, with respect to the Airframe, the Engines, the each APU and each Part, Customer shall, Borrower will at its own expense, (i) maintain, inspect, service, repair, overhaul and test the same in accordance with Applicable Standards; (ii) make any alterations or modifications that may at any time be required to comply with Applicable Standards, ; (iii) and to cause the Aircraft to remain airworthy; (iiiiv) furnish all required parts, replacements, mechanisms, devices and servicing so that the condition and operating efficiency thereof will at all times be no less than its condition and operating efficiency as and when delivered to CustomerBorrower, ordinary wear and tear from proper use alone excepted; (ivv) promptly replace all Parts (A) that which become worn out, lost, stolen, taken, destroyed, damaged beyond repair or permanently rendered or declared unfit for use for any reason whatsoever, or (B) sooner if not previously replaced pursuant to clause (A), as and when required by any applicable life limits or other Applicable Standards, including any applicable life limits; and (vvi) maintain (in English) English all Records in accordance with Applicable Standards. All maintenance procedures shall be performed by properly trained, licensed, and certified maintenance sources and personnel utilizing replacement parts approved by the FAA and the manufacturer of (as applicable) the Airframe, the Engines, the or any APU or any Part. Without limiting the foregoing, Customer Borrower shall comply with all mandatory service bulletins and airworthiness directives by causing compliance to such bulletins and/or directives to be completed through corrective modification in lieu of operating manual restrictions. . (dc) Customer shall Borrower will not make or authorize any improvement, change, addition or alteration to the Aircraft that will impair the originally intended function or use of the Aircraft, diminish the value of the Aircraft as it existed immediately prior thereto, or violate any Applicable Standard. All repairs, parts, replacements, mechanisms and devices added by Customer Borrower or on its behalf shall immediately, without further act, become part of the Aircraft and subject to the Lender’s Lien granted under this Agreement. 2388218 6 (LOAN AGREEMENT).

Appears in 1 contract

Samples: Loan Agreement (World Wrestling Entertainmentinc)

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Use of Aircraft; Maintenance; Modifications; Security. (a) Customer shall will operate the Aircraft or shall cause the Aircraft to be operated under and in compliance with Part 91, 91 and any other applicable provision of the FARs FARs, and all other Applicable Standards. Unless otherwise expressly permitted hereunder, (i) Customer shall not operate or permit the Aircraft to be operated for air taxi operations or otherwise under Part 135 of the FARs. Unless otherwise expressly permitted hereunder, ; and (ii) Customer Customer, an Affiliate or other Interested Third Party shall at all times have, and maintain, “operational control” of the Aircraft (as such term is then interpreted by the FAA or such other applicable Governmental Authority), and no other Person shall operate the Aircraft. The Aircraft at all times will be operated by duly qualified pilots having satisfied all requirements established and specified by the FAA, the TSA, any other applicable Governmental Authority and the Required Coverages. (b) Customer may fly . the Aircraft may be flown temporarily to any country in the world, provided that the Aircraft (i) shall at all times be based at in the Primary Hangar Locationcontinental United States; and (ii) shall not be flown, operated, used or located in, to or over any such country or area (temporarily or otherwise) (A) that is excluded from the Required Coverages (or specifically not covered by the Required Coveragessuch insurance), (B) with which the United States of America U.S. does not maintain favorable diplomatic relations (which as of the date hereof is any country or jurisdiction listed and starred not marked with an “*” on the list maintained by the U.S. Department of State, at xxxx://xxx.xxxxx.xxx/s/inr/rls/4250.htmxxxx://xxx.xxxxx.xxx/s/inr/rls/4250.htm or any replacement or equivalent website maintained by the U.S. Department of State), provided that the prohibition in this clause (B) does not prohibit the operation of the Aircraft on an approved and assigned air traffic control route (if and so long as such use is otherwise in compliance with the provisions of the this Agreement and does not violate any insurance policies in effect with respect to the Aircraft), (C) to the extent that payment of any claim under the Required Coverages directly or indirectly arising or resulting from or connected with any such flight, operation, use or location would be prohibited under any trade or other economic sanction or embargo by the United States of America, or (CD) in violation of any of the Loan Documents or any Applicable Standards. Customer shall adopt, implement and comply with all security measures required by any Applicable Law Law, or by any Required Coverages, or that are necessary or appropriate for the proper protection of the Aircraft (whether on the ground or in flight) against theft, vandalism, hijacking, destruction, bombing, terrorism or similar acts. (c) . Customer agrees that, with respect to the Airframe, the Engines, the each APU and each Part, Customer shall, will at its own expense, (i) maintain, inspect, service, repair, overhaul and test the same in accordance with Applicable Standards; (ii) make any alterations or modifications that may at any time be required to comply with Applicable Standards, and to cause the Aircraft to remain airworthy; (iii) furnish all required parts, replacements, mechanisms, devices and servicing so that the condition and operating efficiency thereof will at all times be no less than its condition and operating efficiency as and when delivered to Customer, ordinary wear and tear from proper use alone excepted; (iv) promptly replace all Parts (A) that which become worn out, lost, stolen, taken, destroyed, damaged beyond repair or permanently rendered or declared unfit for use for any reason whatsoever, or (B) if not previously replaced pursuant to clause (A), as and when required by any Applicable Standards, including any applicable life limits; and (v) maintain (in English) all Records in accordance with Applicable Standards; and (vi) enroll and maintain the Engines in an Engine Maintenance Program and the APU in an APU Maintenance Program or shall cause the foregoing to be done. All maintenance procedures shall be performed by properly trained, licensed, and certified maintenance sources and personnel utilizing replacement parts approved by the FAA and the manufacturer of (as applicable) the Airframe, the Engines, the or any APU or any Part. Without limiting the foregoing, Customer shall comply with all mandatory service bulletins and airworthiness directives by causing compliance to such bulletins and/or directives to be completed through corrective modification in lieu of operating manual restrictions. (d) . Customer shall will not make make, authorize or authorize permit any improvement, change, addition or alteration to the Aircraft that will impair the originally intended function or use of the Aircraft, diminish the value of the Aircraft as it existed immediately prior thereto, or violate any Applicable Standard. All repairs, parts, replacements, mechanisms and devices added by Customer or on its behalf shall immediately, without further act, become part of the Aircraft and subject to the Lender’s Lien granted under this Agreement. 2388218 6 (LOAN AGREEMENT).

Appears in 1 contract

Samples: Loan and Aircraft Security Agreement (Ipg Photonics Corp)

Use of Aircraft; Maintenance; Modifications; Security. (a) Customer shall Borrower or its permitted lessees will operate the Aircraft under and in compliance with Part 91, any other applicable provision of the FARs 91 and all other Applicable Standards. Customer Unless otherwise expressly permitted hereunder, (i) Borrower shall not operate or permit the Aircraft to be operated for air taxi operations or otherwise under Part 135 of the FARs. Unless otherwise expressly permitted hereunder, ; and (ii) Customer Borrower or its permitted lessees shall at all times have, and maintain, “operational control” of the Aircraft (as such term is then interpreted by the FAA or such other applicable Governmental Authority), and no other Person (other than Borrower’s permitted lessees) shall operate the Aircraft. The Aircraft at all times will be operated by duly qualified pilots having satisfied all requirements established and specified by the FAA, the TSA, any other applicable Governmental Authority and the Required CoveragesApplicable Standards. (ba) Customer Borrower may fly operate the Aircraft temporarily to any country in the worldworldwide, provided that the Aircraft (i) shall at all times be based at and predominantly used, operated and located in the Primary Hangar Locationcontinental United States; and (ii) shall not be flown, operated, used or located in, to or over any such country or area (temporarily or otherwise) (A) that is excluded from the Required Coverages (or specifically not covered by the Required Coveragessuch insurance), (B) with which listed as a sanctioned country by the United States under xxxx://xxxxxxxx.xxx/about/organizational-structure/offices/Pages/Office-of-Foreign-Assets-Control.aspx, (C) in any area of recognized hostilities, (D) if as a result thereof, payment under the Required Coverages could be prohibited under any sanction or embargo by the United States of America does not maintain favorable diplomatic relations (which as of the date hereof is any country or jurisdiction listed and starred with an “*” on the list maintained by the U.S. Department of State, at xxxx://xxx.xxxxx.xxx/s/inr/rls/4250.htm)America, or (CE) in violation of any of the Loan Documents or any Applicable Standards. Customer Borrower shall adopt, implement and comply with all security measures required by any Applicable Law or by any Required CoveragesStandards, or that are as may then be necessary or appropriate for the proper protection of the Aircraft (whether on the ground or in flight) against theft, vandalism, hijacking, destruction, bombing, terrorism or similar acts. (cb) Customer Borrower agrees that, with respect to the Airframe, the Engines, the each APU and each Part, Customer shall, Borrower will at its own expense, (i) maintain, inspect, service, repair, overhaul and test the same in accordance with Applicable Standards; (ii) make any alterations or modifications that may at any time be required to comply with Applicable Standards, ; (iii) and to cause the Aircraft to remain airworthy; (iiiiv) furnish all required parts, replacements, mechanisms, devices and servicing so that the condition and operating efficiency thereof will at all times be no less than its condition and operating efficiency as and when delivered to CustomerBorrower, ordinary wear and tear from proper use alone excepted; (ivv) promptly replace all Parts (A) that which become worn out, lost, stolen, taken, destroyed, damaged beyond repair or permanently rendered or declared unfit for use for any reason whatsoever, or (B) sooner if not previously replaced pursuant to clause (A), as and when required by any applicable life limits or other Applicable Standards, including any applicable life limits; and (vvi) maintain (in English) English all Records in accordance with Applicable Standards. All maintenance procedures shall be performed by properly trained, licensed, and certified maintenance sources and personnel utilizing replacement parts approved by the FAA and the manufacturer of (as applicable) the Airframe, the Engines, the or any APU or any Part. Without limiting the foregoing, Customer Borrower shall comply with all mandatory service bulletins and airworthiness directives by causing compliance to such bulletins and/or directives to be completed through corrective modification in lieu of operating manual restrictions. (d) Customer shall not make or authorize any improvement, change, addition or alteration to the Aircraft that will impair the originally intended function or use of the Aircraft, diminish the value of the Aircraft as it existed immediately prior thereto, or violate any Applicable Standard. All repairs, parts, replacements, mechanisms and devices added by Customer or on its behalf shall immediately, without further act, become part of the Aircraft and subject to the Lender’s Lien granted under this Agreement. 2388218 6 (LOAN AGREEMENT)

Appears in 1 contract

Samples: Loan and Aircraft Security Agreement

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