Common use of Maintenance and Operation Clause in Contracts

Maintenance and Operation. The Lessee, at its own cost and expense, will at all times during the Term: (i) cause the Aircraft to be in compliance with all CAA regulations applicable to ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ MD 82 aircraft, certificated for interstate and overseas operation under Finnish Applicable Law or such other Applicable Law of such other Applicable Jurisdiction, as the case may be, and to be and 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 operating 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; (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) the Lessee, at its own expense, forthwith upon the delivery thereof hereunder, shall cause the Aircraft to be duly registered (provided the Lessor or its designee is eligible to be the registered owner of the Aircraft) and at all times thereafter to remain duly registered in compliance (provided the Lessor or its designee is eligible to be the registered owner of the Aircraft) with all Finnish registration and airworthiness requirements or those of any other Applicable Jurisdiction, as the 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 Applicable Law or in violation of the airworthiness certificates of the Aircraft; (B) in any area excluded from coverage by, or in any manner or for any purpose inconsistent with the terms of, any insurance required by the terms of Section 11 hereof; or (C) in any recognized or threatened area of hostilities unless fully covered to the Lessor's satisfaction by war risk insurance.

Appears in 2 contracts

Sources: Operating Lease Agreement (American Income Fund I-E), Operating Lease Agreement (American Income Fund I-E)

Maintenance and Operation. The Lessee, at its own cost and expense, will at all times during until the Term: expiration or earlier termination of this Lease, (i) will be a "citizen of the United States" as defined in Section 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 in compliance with all CAA regulations applicable to ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ MD 82 aircraft, certificated for interstate and overseas operation under Finnish Applicable Law or such other Applicable Law of such other Applicable Jurisdiction, as the case may be, and to be duly registered and remain duly registered with the CAA in accordance with the Act 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 ownerto be eligible to operate in commercial air service under the Federal Aviation Act; and (iiiii) maintain, operate, will service, repair, inspect, test, maintain and overhaul the Airframe and test each Engine, install replacement equipment and parts on the Airframe and each Engine and maintain the Technical Records (including but not limited 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 program monitoring, program reliability and program reporting requirements times under the Approved Maintenance Program 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 United States FAA airworthiness certificate of the Aircraft shall be withdrawn, then, subject to the provisions of 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, (C) in accordance with the Lessee's FAA-approved maintenance, inspection and maintenance control programs, and in the Act), 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 operating condition as when originally leased hereunder, ordinary wear and tear excepted, which practices shall at all times be at or above the standard of the industry in the same manner and with the same care as used by the Lessee with United States for prudent maintenance of similar aircraft operated by the Lesseeequipment, and (D) in such condition manner as may be necessary to maintain in full force all warranties of the manufacturers thereof, and (E) to enable the airworthiness certificate of Lessee to deliver 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 Lessor in accordance with all manufacturers' mandatory service bulletins with respect thereto, (iii) Section 8. The Lessee shall maintain all records, logs, manuals, manufacturer's service bulletins, CAA and FAA airworthiness directives, engineering and modification orders, logs and other Records and data required by Finnish Applicable Law or such other Applicable Law of such other Applicable Jurisdiction as the case materials that may be, to be maintained in respect of the Airframe and each Engine; (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) the Lessee, at its own expense, forthwith upon the delivery thereof hereunder, shall cause the Aircraft to be duly registered (provided the Lessor or its designee is eligible to be the registered owner of the Aircraft) and at all times thereafter to remain duly registered in compliance (provided the Lessor or its designee is eligible to be the registered owner of the Aircraft) with all Finnish registration and airworthiness requirements or those of any other Applicable Jurisdiction, as the case may be. The Lessee agrees that permit the Airframe and each Engine to be so utilized. The Lessee will not 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 applicable to the Aircraft and Engines. Neither the Airframe nor any Engine will be maintained, serviced, repaired, overhauled, tested, used or operated: (A) operated in violation of any law or any rule, regulation or order of any government or governmental authority having jurisdiction (domestic or foreign) or other Applicable Law ), or in violation of any airworthiness certificate, license or registration relating to the airworthiness certificates Airframe or such Engine issued by any such authority, and in the event that such laws, rules, regulations or orders require alteration of the Aircraft; Airframe or any Engine, the Lessee, at its own cost and 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 (Bafter 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 law, rule, regulation or order in any reasonable manner that does not, in the Lessor's and the Agent's opinion (in their sole discretion), adversely affect the interests of the 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 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 Engine, (I) in any area in which any insurance required to be maintained pursuant to Section 14 shall not be at the time in full force and effect, or in any area excluded from coverage byby 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 in any manner or for any purpose inconsistent with the terms of, any insurance required by the terms of Section 11 hereof; or (CII) in any recognized or threatened area of hostilities unless fully covered 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 Lessor's satisfaction by war risk Airframe or such Engine at the end of the term of such contract and for injury to persons or damage to property of others. The Lessee shall not use the Aircraft nor suffer it to be used in any manner or for any purpose excepted from any of the insurance on or in respect of the Aircraft or for the purpose of carriage of goods of any description excepted from such insurance nor do, or permit to be done, anything which, or omit to do anything the omission of which, may invalidate any of such insurance.

Appears in 2 contracts

Sources: Aircraft Lease Agreement (Atlas Air Worldwide Holdings Inc), Lease Agreement (Atlas Air Worldwide Holdings Inc)

Maintenance and Operation. The Lessee(a) Except as provided in Clause 20, at its own cost and expense, will at all times the Vessel shall during the Term: 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) cause Charterers will at their expense maintain the Aircraft to be Vessel, her machinery, cargo handling equipment, boilers, appurtenances and spare parts in compliance with all CAA regulations applicable to ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ MD 82 aircraft, certificated for interstate a good state of repair and overseas operation under Finnish Applicable Law or such other Applicable Law of such other Applicable Jurisdiction, as the case may be, and to be and remain duly registered with the CAA in efficient operating condition in accordance with the Act good commercial maintenance practice commensurate with other vessels in the name Charterers’ fleet of the Lessor as owner; (ii) maintain, operate, service, repair, overhaul similar size 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 operating condition as when originally leased hereundertrade, 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 manner 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 same care as used by said insurers for 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 payment of such other Applicable Jurisdiction additional premiums as said insurers may require to maintain the case may be, and relevant insurances 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 force or such other Applicable Law of such other Applicable Jurisdiction as the case may be, to be maintained in any zone in respect of which the Airframe and each EngineWar Risks Insurers have withdrawn cover for the Vessel; and (ivvi) 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) the Lessee, at its own expense, forthwith upon the delivery thereof hereunder, shall cause the Aircraft to be duly registered (provided the Lessor or its designee is eligible to be the registered owner of the Aircraft) and at all times thereafter to remain duly registered in compliance (provided the Lessor or its designee is eligible to be the registered owner of the Aircraft) with all Finnish registration and airworthiness requirements or those of any other Applicable Jurisdiction, as the case may be. The Lessee agrees that the Airframe and each Engine Charterers 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 Applicable Law or in violation of use the airworthiness certificates of the Aircraft; (B) in any area excluded from coverage by, or Vessel in any manner or for any purpose inconsistent with the terms of, 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 terms 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 Section 11 hereof; 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 (Ce) 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 recognized inspection or threatened area 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 hostilities unless fully covered 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 Lessor's satisfaction by war risk insuranceVessel. (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

Sources: Bareboat Charter Agreement (Calpetro Tankers Bahamas Iii LTD), Bareboat Charter Agreement (California Petroleum Transport Corp)

Maintenance and Operation. The Lessee, 10.1 During the Standby Sub-Lease Period the Sub-Lessee shall at its own cost expense maintain the Equipment and expenseevery part of the Equipment in a good state of repair, will in efficient operating condition and in accordance with good commercial maintenance practice (fair wear and tear expected) and so as to comply with the provisions of all regulations and requirements (statutory or otherwise) from time to time applicable to the Equipment, wherever the Equipment may be located. 10.2 The Sub-Lessee shall be permitted at its own risk to make such substitutions of or modifications to all or any part of the Equipment (including the fitting of additional equipment) as are required to ensure the Equipment's compliance with the DOR and the Functional Specification and its mobilisation and operation under the Enterprise Contracts. 10.3 The Sub-Lessee shall not do anything which, nor omit to do anything the omission of which, prejudices any right which the Standby Lessor may have against a manufacturer or supplier of any part of the Equipment in respect of the Equipment of any part thereof. 10.4 The Standby Lessor shall have the right at all reasonable times during and intervals to inspect or survey the Term: (i) cause Equipment to ascertain the Aircraft to be in compliance with all CAA regulations applicable to ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ MD 82 aircraft, certificated for interstate condition of the Equipment and overseas operation under Finnish Applicable Law or such other Applicable Law of such other Applicable Jurisdiction, as satisfy itself that the case may be, Equipment is being properly repaired and to be and remain duly registered with the CAA maintained in accordance with the Act provisions of this Agreement. The Sub-Lessee shall afford all proper and reasonable facilities for inspection. Each party shall bear its own costs in relation to surveys. 10.5 The Sub-Lessee shall have the name use of the Lessor as owner; (ii) maintainall such books, operatemanuals, servicehandbooks, repairdata, overhaul drawings and test the Airframe and each Engine such other documentation (including but not limited updating documentation to all program monitoringinclude modifications) in regard to the Equipment, program reliability and program reporting requirements under the Approved Maintenance Program and the Act), so as same or their substantial equivalent shall be returned to keep the same Standby Lessor on redelivery in as good operating order and condition as when originally leased hereunder, ordinary fair wear and tear exceptedalone expected. 10.6 Notwithstanding the provisions of Clauses 10.1 to 10.5, in during the same manner and with Security Period 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; (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 Sub-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 covenants contained 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 clause 10 of the Aircraft but not applicable or available generally to any one or more other European operators) and (ii) the Lessee, at its own expense, forthwith upon the delivery thereof hereunder, shall cause the Aircraft to be duly registered (provided the Lessor or its designee is eligible to be the registered owner of the Aircraft) and at all times thereafter to remain duly registered in compliance (provided the Lessor or its designee is eligible to be the registered owner of the Aircraft) with all Finnish registration and airworthiness requirements or those of any other Applicable Jurisdiction, as the 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 Applicable Law or in violation of the airworthiness certificates of the Aircraft; (B) in any area excluded from coverage by, or in any manner or for any purpose inconsistent with the terms of, any insurance required by the terms of Section 11 hereof; or (C) in any recognized or threatened area of hostilities unless fully covered to the Lessor's satisfaction by war risk insuranceGeneral Assignment.

Appears in 2 contracts

Sources: Standby Sub Lease Agreement (Bluewater Offshore Production Systems Usa Inc), Standby Sub Lease Agreement (Bluewater Offshore Production Systems Usa Inc)

Maintenance and Operation. The Lessee, at its own cost and expense, will at all times during the Term: (i) will be a "citizen of the United States" as defined in Section 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 in compliance with all CAA regulations applicable to ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ MD 82 aircraft, certificated for interstate and overseas operation under Finnish Applicable Law or such other Applicable Law of such other Applicable Jurisdiction, as the case may be, and to be duly registered and remain duly registered with in the CAA name of Lessor in accordance with the Act in the name and otherwise registered under all applicable laws of the Lessor United States so as ownerto be eligible to operate in commercial air service under the Act; and (iiiii) maintain, operate, will service, repair, inspect, test, maintain and overhaul the Airframe, each Engine and test 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 and each Engine (including but not limited to be maintained in good standing at all program monitoring, program reliability and program reporting requirements times under the Approved Maintenance Program 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 United States FAA airworthiness certificate of the Aircraft shall be withdrawn, then subject to the provisions of 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, (C) in accordance with Lessee's FAA-approved maintenance, inspection and maintenance control programs, and in the Act), 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 operating condition as when originally leased hereunder, ordinary wear and tear excepted, which practices shall at all times be at or above the standard of the industry in the same manner and with the same care as used by the Lessee with United States for prudent maintenance of similar aircraft operated by the Lesseeequipment, and (D) in such condition manner as may be necessary to enable the airworthiness certificate maintain in full force all warranties 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) manufacturers thereof. Lessee shall maintain all records, logslogs and other materials which may be required to permit the Airframe, manuals, manufacturer's service bulletins, CAA each Engine and FAA each Spare Engine to be so utilized. Lessee will comply in all material respects with all airworthiness directives, engineering and modification orders, and other Records and data required mandatory notes or modifications or similar requirements affecting the same (including those issued 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; (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 supplier) in such condition so as to comply with this Lease and the rules and regulations 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 FAA from time to time in force and applicable 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) Aircraft, Engines and (ii) the Lessee, at its own expense, forthwith upon the delivery thereof hereunder, shall cause the Aircraft to be duly registered (provided the Lessor or its designee is eligible to be the registered owner of the Aircraft) and at all times thereafter to remain duly registered in compliance (provided the Lessor or its designee is eligible to be the registered owner of the Aircraft) with all Finnish registration and airworthiness requirements or those of any other Applicable Jurisdiction, as the case may beSpare Engines. The Lessee agrees that Neither the Airframe and each nor any Engine nor any Spare Engine will not be maintained, serviced, repaired, overhauled, tested, used or operated: (A) operated in violation of any 62 law or any rule, regulation or order of any government or governmental authority having jurisdiction (domestic or foreign) or other Applicable Law ), or in violation of any airworthiness certificate, license or registration relating to the airworthiness certificates Airframe or such Engine or Spare Engine issued by any such authority, and in the event that such laws, rules, regulations or orders require alteration of the Aircraft; Airframe or any Engine or Spare Engine, Lessee, at its own cost and 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 (Bafter having delivered to Lessor and Agent an Officers' Certificate stating the facts with respect thereto), contest the validity or application of any such law, rule, regulation or order in any reasonable manner which does not, in Lessor's and Agent's opinion (in their sole discretion), adversely affect the interests of Lessor, Agent or any Lender. Lessee will not operate, use or locate the Airframe or any Engine or Spare Engine, (I) in any area in which any insurance required to be maintained pursuant to Section 14 shall not be at the time in full force and effect, or in any area excluded from coverage byby 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 in any manner or for any purpose inconsistent with the terms of, any insurance required by the terms of Section 11 hereof; or (CII) in any recognized or threatened area of hostilities unless fully covered 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 Lessor's satisfaction by war risk Airframe or such Engine or Spare Engine at the end of the term of such contract and for injury to persons or damage to property of others. Lessee shall not use the Aircraft or any Spare Engine nor suffer it to be used in any manner or for any purpose excepted from any of the insurance on or in respect of the Aircraft or Spare Engine or for the purpose of carriage of goods of any description excepted from such insurance nor do, or permit to be done, anything which, or omit to do anything the omission of which, may invalidate any of such insurance.

Appears in 2 contracts

Sources: Lease Agreement (Atlas Air Inc), Lease Agreement (Atlas Air Inc)

Maintenance and Operation. a) The LesseeVessel shall during the Charter period be in the full possession and at the absolute disposal for all purposes of the Charterer and under its complete control in every respect. The Charterer shall maintain the Vessel, her machinery, boilers, appurtenances and spare parts in a good state of repair, in efficient operating condition and in accordance with good commercial maintenance practice and it shall keep the Vessel with unexpired classification of the class indicated in Box 10 and with other required certificates in force at all times. b) Unless otherwise agreed, in the event of any improvement, structural changes or new equipment becoming necessary for the continued operation of the Vessel by reason of new class requirements or by compulsory legislation, the Owner shall pay all such costs of such changes or equipment. c) The Charterer shall establish and maintain financial security or responsibility in respect of oil or other pollution damage as required by any government, including Federal, state or municipal or other division or authority thereof, to enable the Vessel, without penalty or charge, lawfully to enter, remain at, or leave any port, place, territorial or contiguous waters of any country, state or municipality in performance of this Charter without any delay. This obligation shall apply whether or not such requirements have been lawfully imposed by such government or division or authority thereof. The Charterer shall make and maintain all arrangements by bond or otherwise as may be necessary to satisfy such requirements at the Charterer's sole expense (charged as a direct Vessel operating cost) and the Charterer shall indemnify the Owner against all consequences whatsoever (including loss of time) for any failure or inability to do so. d) The Charterer shall at its own cost expense and expenseby its own procurement man, will at all times victual, navigate, operate, supply, fuel and repair the Vessel whenever required during the Term: Charter period and it shall pay all charges and expenses (charged as a direct Vessel operating cost) of every kind and nature whatsoever incidental to its use and operation of the Vessel under this Charter, including any foreign general municipality and/or state taxes imposed on the Charterer or its use of the Vessel. The Master, officers and crew of the Vessel shall be the servants of the Charterer. e) The Charterer shall make no structural changes in the Vessel or changes in the machinery, boilers, appurtenances or spare parts thereof or add additional equipment to the Vessel except after first securing the approval thereof of the Owner and any mortgagee (to the extent such mortgagee's approval is required). The Owner shall respond to any such request for approval within a reasonable time period. The Charterer shall pay the incremental costs of such changes, additional equipment or modifications as agreed to by the parties, the cost of which shall be repaid to the Charterer out of Net Operating Revenues prior to calculation of Net Operating Margin. Such changes, modifications or additional equipment shall be the property of the Charterer and shall be removed from the Vessel at the end of the Charter Period if such removal can be accomplished without structural damage to the Vessel. If the Owner so agrees, the Charterer shall, if the Owner so requires, restore the Vessel to its former condition before the termination of the Charter. f) The Charterer shall have the use of all outfit, equipment, and appliances on board the Vessel at the time of delivery, provided the same or their substantial equivalent shall be returned to the Owner on redelivery in the same good order and condition as when received, ordinary wear and tear excepted. The Charterer shall from time to time during the Charter Period replace such items of equipment as shall be so damaged or worn as to be unfit for use. All repairs to or replacement of any damaged, worn or lost parts or equipment shall be affected in such manner (both as regards workmanship and quality of materials) as not to diminish the value of the Vessel. The Charterer has the right to fit additional equipment at its expense and risk but the Charterer shall remove such equipment at the end of the period if requested by the Owner. g) Any equipment including radio equipment on hire on the Vessel at time of delivery shall be kept and maintained by the Charterer and the Charterer shall assume the obligations and liabilities of the Owner under any lease contracts in connection therewith and shall reimburse the Owner for all expenses incurred in connection therewith, also for any new equipment required in order to comply with radio regulations. h) After the Make Ready Period described in Clause 2(c) hereof, the Owner shall be responsible for repairs or renewals (i) cause costing in excess of $30,000, or (ii) occasioned by latent defects in the Aircraft to be in compliance with all CAA regulations applicable to Vessel, her machinery or appurtenances that are covered by warranties from the shipyard, ▇▇▇▇▇▇▇▇▇▇ or the suppliers of machinery, goods or services, Owner will take all reasonable steps to require such defect to be repaired or replaced by the shipyard, ▇▇▇▇▇▇▇▇▇▇ MD 82 aircraft, certificated for interstate and overseas operation under Finnish Applicable Law or such other Applicable Law of such other Applicable Jurisdictionsupplier, as appropriate. To the case may beextent possible, and Owner shall assign such warranties to be and remain duly registered with the CAA in accordance with the Act in the name of the Lessor as owner; Charterer. Subject to (iii) 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 operating condition as when originally leased hereunder, ordinary wear and tear exceptedabove, in the same manner event the shipyard, ▇▇▇▇▇▇▇▇▇▇ or supplier, as appropriate, refuses to make such repairs or is not responsible thereof, the cost of such repairs shall be paid by Charterer and with shall be charged as a direct Vessel operating cost. All other repairs shall be the same care responsibility of the Charterer and shall be charged as used a direct Vessel operating cost. i) Any equipment added to the Vessel by Charterer shall be approved 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, manufacturerVessel'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; (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 Classification Society to the extent that such standards approval is required. j) The Charterer shall provide properly qualified and experienced personnel to fill all positions on the Vessel. The Charterer shall not engage any personnel in a training capacity unless such personnel are required to be complied with (without regard to any exemption waiving or delaying compliance therewith applicable solely to under the Lessee's use direct supervision of an experienced person. All personnel provided by the Charterer shall have received appropriate instructions in the operation of the Aircraft but not applicable equipment for which they are responsible and shall have attended schools or available generally to any one or more other European operatorstraining appropriate for their particular position on the Vessel. k) All Vessel moves shall be under the supervision of a properly qualified and (ii) the Lessee, at its own expense, forthwith upon the delivery thereof hereunder, shall cause the Aircraft to be duly registered (provided the Lessor or its designee is eligible to be the registered owner of the Aircraft) and at all times thereafter to remain duly registered in compliance (provided the Lessor or its designee is eligible to be the registered owner of the Aircraft) with all Finnish registration and airworthiness requirements or those of any other Applicable Jurisdiction, as the case may becertificated rig mover. The Lessee agrees Charterer shall require that the Airframe and each Engine will not adequate bottom surveys 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 Applicable Law or in violation of the airworthiness certificates of the Aircraft; (B) in any area excluded from coverage by, or in any manner or for any purpose inconsistent with the terms of, any insurance required obtained either by the terms of Section 11 hereof; Charterer's customer or (C) in any recognized or threatened area of hostilities unless fully covered by the Charterer so that appropriate precautions can be taken when moving the Vessel to the Lessor's satisfaction by war risk insurancea new location.

Appears in 1 contract

Sources: Bareboat Charter Agreement (Chiles Offshore LLC)

Maintenance and Operation. The LesseeExcept as set forth in the next succeeding sentence, at its own cost and expense, will at all times during the Term: Lessee shall (i) cause the Aircraft to be in compliance with all CAA regulations applicable to ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ MD 82 aircraft, certificated for interstate and overseas operation under Finnish Applicable Law or such other Applicable Law of such other Applicable Jurisdiction, as the case may be, and to be and remain duly registered with the CAA in accordance with the Act in the name of the Lessor as owner; (ii) maintain, operateinspect, service, repair, overhaul and test the Airframe and each Engine in accordance with (a) all required procedures under any maintenance manuals initially furnished with the Aircraft, including but 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 may 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 limited to all program monitoringchange the Aircraft's primary hangar location without the consent of Lessor, program reliability which consent shall not be unreasonably withheld. Notwithstanding the foregoing, Lessor shall be responsible for the costs and program reporting requirements under expenses of the Approved Hot Section Inspection and 3,000 Hours Time Between Overhaul, as such terms are defined in the Cessna Maintenance Program 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 the Act)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 same Airframe and each Engine in as good operating condition as when originally leased delivered to Lessee hereunder, ordinary wear and tear excepted, in and so as to keep the same manner and with the same care as used by the Lessee with similar aircraft operated by the Lessee, and Aircraft in such operating condition as may be necessary to enable the airworthiness certificate certification of the 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 Engine Manufacturer's maintenance service program currently in force (a certified copy of which has been provided to Lessor), Finnish Applicable Law or such other Applicable Law of such other Applicable Jurisdiction as an equivalent maintenance program authorized in writing by Lessor, for 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 full term of the Airframe Lease and each Engine; (iv) perform shall take all obligations required to be performed by it steps necessary under the terms of all applicable warranties, thereof to keep such maintenance 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 program in effect from time to time with respect 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) the Lessee, at its own expense, forthwith upon the delivery thereof hereunder, shall cause the Aircraft to be duly registered (provided the Lessor or its designee is eligible to be the registered owner of the Aircraft) and at all times thereafter to remain duly registered in compliance (provided the Lessor or its designee is eligible to be the registered owner of the Aircraft) with all Finnish registration and airworthiness requirements or those of any other Applicable Jurisdiction, as the 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 Applicable Law or in violation of the airworthiness certificates of the Aircraft; (B) in any area excluded from coverage by, or in any manner or for any purpose inconsistent with the terms of, any insurance required by the terms of Section 11 hereof; or (C) in any recognized or threatened area of hostilities unless fully covered to the Lessor's satisfaction by war risk insuranceEngines.

Appears in 1 contract

Sources: Aircraft Lease (MPW Industrial Services Group Inc)

Maintenance and Operation. The Lessee, at its own cost and expense, will at all times during the Term: (i) be a "citizen of the United States" as defined in Section 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 Air- craft to be in compliance with all CAA regulations applicable to ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ MD 82 aircraft, certificated for interstate and overseas operation under Finnish Applicable Law or such other Applicable Law of such other Applicable Jurisdiction, as the case may be, and to be duly registered and remain duly registered with in the CAA name of Lessor in accordance with the Act in the name and otherwise registered under all applicable laws of the Lessor United States so as ownerto be eligible to operate in commercial air service under the Act; and (iiiii) maintain, operate, will service, repair, inspect, test, maintain and overhaul the Airframe and test 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 (including but not limited 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 program monitoring, program reliability and program reporting requirements times under the Approved Maintenance Program 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 United States FAA airworthiness certificate of the Aircraft shall be withdrawn, then subject to the provisions of 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, (C) in accordance with Lessee's FAA-approved maintenance, inspection and maintenance control programs, and in the Act), 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 operating condition as when originally leased hereunder, ordinary wear and tear excepted, which practices shall at all times be at or above the standard of the industry in the same manner and with the same care as used by the Lessee with United States for prudent maintenance of similar aircraft operated by the Lesseeequipment, and (D) in such condition manner as may be necessary to enable the airworthiness certificate maintain in full force all warranties 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) manufacturers thereof. Lessee shall maintain all records, logs, manuals, manufacturer's service bulletins, CAA and FAA airworthiness directives, engineering and modification orders, logs and other Records and data required by Finnish Applicable Law or such other Applicable Law of such other Applicable Jurisdiction as the case materials which may be, to be maintained in respect of the Airframe and each Engine; (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) the Lessee, at its own expense, forthwith upon the delivery thereof hereunder, shall cause the Aircraft to be duly registered (provided the Lessor or its designee is eligible to be the registered owner of the Aircraft) and at all times thereafter to remain duly registered in compliance (provided the Lessor or its designee is eligible to be the registered owner of the Aircraft) with all Finnish registration and airworthiness requirements or those of any other Applicable Jurisdiction, as the case may be. The Lessee agrees that permit the Airframe and each Engine to be so utilized. Lessee will not 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 applicable to the Aircraft and Engines. Neither the Airframe nor any Engine will be maintained, serviced, repaired, overhauled, tested, used or operated: (A) operated in violation of any law or any rule, regulation or order of any government or governmental authority having jurisdiction (domestic or foreign) or other Applicable Law ), or in violation of any airworthiness certificate, license or registration relating to the airworthiness certificates Airframe or such Engine issued by any such authority, and in the event that such laws, rules, regulations or orders require alteration of the Aircraft; Airframe or any Engine, Lessee, at its own cost and 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 (Bafter having delivered to Lessor and Agent an Officers' Certificate stating the facts with respect thereto), contest the validity or application of any such law, rule, regulation or order in any reasonable manner which does not, in Lessor's and Agent's opinion (in their sole discretion), adversely affect the interests of Lessor, Agent or any Lender. Lessee will not operate, use or locate the Airframe or any Engine, (I) in any area in which any insurance required to be maintained pursuant to Section 14 shall not be at the time in full force and effect, or in any area excluded from coverage byby 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 in any manner or for any purpose inconsistent with the terms of, any insurance required by the terms of Section 11 hereof; or (CII) in any recognized or threatened area of hostilities unless fully covered 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 Lessor's satisfaction by war risk Airframe or such Engine at the end of the term of such contract and for injury to persons or damage to property of others. Lessee shall not use the Aircraft nor suffer it to be used in any manner or for any purpose excepted from any of the insurance on or in respect of the Aircraft or for the purpose of carriage of goods of any description excepted from such insurance nor do, or permit to be done, anything which, or omit to do anything the omission of which, may invalidate any of such insurance.

Appears in 1 contract

Sources: Lease Agreement (Atlas Air Inc)

Maintenance and Operation. The During the Term, Lessee, at its own cost and expense, will at all times during the Term: shall (i) cause the Aircraft to be in compliance with all CAA regulations applicable to ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ MD 82 aircraft, certificated for interstate and overseas operation under Finnish Applicable Law or such other Applicable Law of such other Applicable Jurisdiction, as the case may be, and to be and remain duly registered with the CAA in accordance with the Act in the name of the Lessor as owner; (ii) maintain, operateinspect, service, repair, overhaul and test the Airframe and each Engine (including but not limited to all program monitoringin accordance with the FAR, program reliability and program reporting requirements under the Approved Maintenance Program FAA-approved Instructions for Continued Airworthiness, and the Act)Manufacturers' recommended inspection and 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, U.S. licensed, and certified maintenance sources and maintenance personnel utilizing replacement parts approved by the FAA or the Manufacturer, so as to keep the same Airframe and each Engine and Part in as good operating condition as when originally leased hereundercondition, ordinary wear and tear alone 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 for the Aircraft to be maintained in good standing at all times under continually maintained. In the Actevent any Engine is damaged or is being inspected or overhauled and provided no Event of Default or Default has occurred and is continuing, 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; (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) the Lessee, at its own expenseoption, forthwith upon may substitute another engine of the delivery thereof hereunder, shall cause 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 (any such substitute engine being hereinafter referred to be duly registered as a "Loaner Engine") during the period of such repair or overhaul and provided further (provided x) installation of the Lessor Loaner Engine is performed by an FAA certificated and manufacturer designated maintenance facility or its designee is eligible mechanic with respect to be an aircraft of the registered owner type of the Aircraft, (y) the Loaner Engine is removed and at all times thereafter to remain duly registered in compliance (provided the Lessor repaired or its designee overhauled original Engine is eligible to be reinstalled on the registered owner Airframe promptly upon completion of the Aircraft) with all Finnish registration and airworthiness requirements repair or those of any other Applicable Jurisdiction, as the 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 Applicable Law or in violation overhaul of the airworthiness certificates original Engine but in no event later than the expiration, cancellation or earlier termination of the Aircraft; Term and (Bz) the Loaner Engine is free and clear of all Liens and is maintained in any area excluded from coverage by, or in any manner or for any purpose inconsistent with the terms of, any insurance required by the terms of Section 11 hereof; or (C) in any recognized or threatened area of hostilities unless fully covered to the Lessor's satisfaction by war risk insuranceaccordance herewith.

Appears in 1 contract

Sources: Aircraft Lease (Drivetime Automotive Group Inc)

Maintenance and Operation. (a) The LesseeVessel shall during the Charter period be in the full possession and at the absolute disposal for all purposes of the Subcharterers and under their compete control in every respect. The Subcharterers shall maintain the Vessel, at its own cost her machinery boilers appurtenances and expensespare parts in a good state of repair in efficient operating condition and in accordance with good commercial maintenance practice and, will except as provided for in Clause 13 (1) they shall keep the Vessel with unexpired classification of the class indicated in Box 10 and with other required certificates in force at all times times. The Subcharterers to take immediate steps to have the necessary repairs done within a reasonable time failing which the Charterer shall have the right of withdrawing the Vessel from the service of the Subcharterers without noting any protest and without prejudice to any c laim the Charterer may otherwise have against the Subcharterers under the Charter. Unless otherwise agreed, in the event of any improvement, structural changes or expensive new equipment becoming necessary for the continued operation of the Vessel by reason of new class requirements or by compulsion legislation costing more than 5 per cent, of the Vessel's marine insurance value as stated in Box 27, then the extent, if any, to which the rate of hire shall be varied and the ratio in which the cost of compliance shall be shared between the parties concerned in order to achieve a reasonable distribution thereof as between the Charterer and the Subcharterers having regard, inter alia, of the length of the period remaining under the Charter, shall in the absence of agreement, be referred to arbitration according to Clause 26. The Subcharterers are required to establish and maintain financial security or responsibility in respect of oil or other pollution damage as required by any government, including Federal state or municipal or other division or authority thereof, to enable the Vessel, without penalty or charge, lawfully to enter, remain at or leave any port, place, territorial or contiguous waters of any country, state or municipality in performance of this Charter without any delay. This obligation shall apply whether or not such requirements have been lawfully imposed by such government or division or authority thereof. The Subcharterers shall make and maintain all arrangements by bond or otherwise as may be necessary to satisfy such requirements at the Subcharterers' sole expense and the Subcharterers shall indemnify the Charterer against all consequences whatsoever (including loss of time) for any failure or inability to do so. (b) The Subcharterers shall at their own expense and by their own procurement man, victual, navigate operate, supply, fuel and repair the vessel whenever required during the Term: Charter period and they shall pay 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 municipality and/or state taxes. The Master, officers and crew of the Vessel shall be the servants of the Subcharterers for all purposes whatsoever, even if for any reason appointed by the Charterer. Subcharterers shall comply with the regulations regarding officers and crew in force in the country of the Vessel's flag or any other applicable law. (ic) cause During the Aircraft currency of this Charter, the Vessel shall retain her present name as indicated in Box 5 and shall remain under and fly the flag as indicated in Box 5. Provided, however, that the Subcharterers shall have the liberty to paint the Vessel in their own colours, install and display their funnel insignia and fly their own house flag. Painting and re-painting, installment and re-installment to be for the Subcharterers' account and time used thereby to count as time on hire. (d) The Subcharterers shall make no structural changes in compliance with all CAA regulations applicable to ▇▇▇▇the Vessel or changes in the ▇▇▇▇▇ ▇▇▇▇▇▇▇ MD 82 aircraft, certificated for interstate boilers, appurtenances or spare parts thereof without in each instance first securing the Charterer' approval thereof. If the Charterer so agree, the Subcharterers shall, if the Charterer so require, restore the Vessel to its former condition before the termination of the Charter. (e) The Subcharterers shall have the use of all outfit, equipment and overseas operation under Finnish Applicable Law appliances on board the Vessel at the time of delivery, provided the same or such other Applicable Law of such other Applicable Jurisdiction, as their substantial equivalent shall be returned to the case may be, and to be and remain duly registered with the CAA in accordance with the Act Charterer on redelivery in the name of the Lessor as owner; (ii) maintain, operate, service, repair, overhaul same good order 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 operating condition as when originally leased hereunderreceived, 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; (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 Subcharterers 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 during the extent that Charter period replace such standards are required items of equipment as shall be so damaged or worn as to be complied with unfit for use. The Subcharterers are to procure that all repairs to or replacement of any damaged worn or lost parts or equipment be effected in such manner (without regard both as regards workmanship and quality of materials) as not to any exemption waiving or delaying compliance therewith applicable solely to diminish the Lessee's use value of the Aircraft Vessel. The Subcharterers have the right to fit additional equipment at their expense and risk but the Subcharterers shall remove such equipment at the end of the period if requested by the Charterer. Any equipment including radio equipment on hire on the Vessel at time of delivery shal l be kept and maintained by the Subcharterers and the Subcharterers shall assume the obligations and liabilities of the Charterer under any lease contracts in connection therewith and shall reimburse the Charterer for all expenses incurred in connection therewith, also for any new equipment required in order to comply with radio regulations. (f) The Subcharterers shall dry-dock the Vessel and clean and paint her underwater parts whenever the same may be necessary, but not applicable or available generally to any one or more other European operators) and (ii) the Lessee, at its own expense, forthwith upon the less than once in every eighteen calendar months after delivery thereof hereunder, shall cause the Aircraft to be duly registered (provided the Lessor or its designee is eligible to be the registered owner of the Aircraft) and at all times thereafter to remain duly registered unless otherwise agreed in compliance (provided the Lessor or its designee is eligible to be the registered owner of the Aircraft) with all Finnish registration and airworthiness requirements or those of any other Applicable Jurisdiction, as the 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 Applicable Law or in violation of the airworthiness certificates of the Aircraft; (B) in any area excluded from coverage by, or in any manner or for any purpose inconsistent with the terms of, any insurance required by the terms of Section 11 hereof; or (C) in any recognized or threatened area of hostilities unless fully covered to the Lessor's satisfaction by war risk insuranceBox 18.

Appears in 1 contract

Sources: Bareboat Charter Agreement

Maintenance and Operation. The Lessee, at its own cost Owner agrees that from and expense, will at all times during after the Term: date of this Agreement until the termination of this Agreement with respect to each Development Property (so long as it is a Development Property): (i) cause it will not mortgage or encumber any part of any Development Property or take, permit or suffer any other action affecting title to any Development Property without prior BPLP Consent (other than Permitted Exceptions and as otherwise contemplated by this Agreement); (ii) it will not enter into (A) contracts of any kind (other than leases) relating to any Development Property without BPLP Consent, (B) leases or other occupancy agreements of any kind relating to the Aircraft Development Properties without the prior approval of BPLP, except (x) such contracts or leases as will be or may be terminated at or prior to be the applicable Closing Date without cost or expense to the Ownership Entity and (y) the Owner may enter into (and amend or extend existing) leases for farming or similar activities in a manner substantially consistent with past practice, (iii) it will not amend or modify the Covance Documents without prior BPLP Consent; and (iv) it and the D/M Company will take commercially reasonable steps to maintain the Development Properties and the Withdrawn Properties pre-stabilization (other than the Transferred Properties) in material compliance with law (in accordance with past practice) and to cooperate with the D/M Company in maintaining all CAA regulations applicable licenses, permits and governmental approvals and rights to develop the Development Properties and the Withdrawn Properties pre-stabilization (other than the Transferred Properties). The Owner will not modify or amend the Master Plan or the Site Plans without BPLP Consent, except for the modifications proposed in Second Amendment to the Preliminary Approval for the West Side (copies of which have been provided to BPLP). The Owner will permit the D/M Company and BPLP and their representatives to participate in any discussion, hearings or proceedings with Authorities concerning the Approvals, the Site Plans or the Master Plan and will provide reasonable advance notice of any such discussions, hearings or proceedings (other than the July 1, 1998 board meeting). Without prior BPLP consent, the Owner will not amend its limited liability company agreement and ▇▇▇▇▇▇ will not otherwise relinquish control of the Owner or its managing member (other than to a ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ MD 82 aircraft, certificated for interstate and overseas operation under Finnish Applicable Law or such other Applicable Law of such other Applicable Jurisdiction, as the case may be, and to be and remain duly registered -controlled entity 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 ActBPLP Consent), so as to keep the same in as good operating 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; (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) the Lessee, at its own expense, forthwith upon the delivery thereof hereunder, shall cause the Aircraft to be duly registered (provided the Lessor or its designee is eligible to be the registered owner of the Aircraft) and at all times thereafter to remain duly registered in compliance (provided the Lessor or its designee is eligible to be the registered owner of the Aircraft) with all Finnish registration and airworthiness requirements or those of any other Applicable Jurisdiction, as the 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 Applicable Law or in violation of the airworthiness certificates of the Aircraft; (B) in any area excluded from coverage by, or in any manner or for any purpose inconsistent with the terms of, any insurance required by the terms of Section 11 hereof; or (C) in any recognized or threatened area of hostilities unless fully covered to the Lessor's satisfaction by war risk insurance.

Appears in 1 contract

Sources: Development Agreement (Boston Properties Inc)

Maintenance and Operation. The During the Term, Lessee, at its own cost and expense, will at all times during the Term: shall (i) cause the Aircraft to be in compliance with all CAA regulations applicable to ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ MD 82 aircraft, certificated for interstate and overseas operation under Finnish Applicable Law or such other Applicable Law of such other Applicable Jurisdiction, as the case may be, and to be and remain duly registered with the CAA in accordance with the Act in the name of the Lessor as owner; (ii) maintain, operateinspect, service, repair, overhaul and test the Airframe and each Engine in accordance with FAA approved and Manufacturer’s recommended maintenance programs; (including but not limited 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 program monitoringFAA and Manufacturer’s standards and procedures by properly trained, program reliability licensed, and program reporting requirements under certified maintenance sources and maintenance personnel utilizing replacement parts approved by the Approved Maintenance Program FAA and the Act)Manufacturer, so as to keep the same Airframe and each Engine and Part in as good operating condition as when originally leased hereundercondition, ordinary wear and tear alone 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 for the Aircraft to be maintained in good standing 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 all times under its option, may substitute another engine of the Act, Finnish Applicable Law or such other Applicable Law of such other Applicable Jurisdiction same make and model as the case may be, Engine being repaired or overhauled provided such Engine is approved by the FAA 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 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 each Engine; provided further (ivx) perform all obligations required to be installation of the Loaner Engine is performed by it under an FAA and manufacturer certified mechanic with respect to an aircraft of the terms 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 applicable warrantiesLiens (other than Permitted Liens) and is maintained in accordance herewith. Lessor hereby agrees that it has no, service life policies and patent indemnities of the manufacturer agrees not to assert any, right, title or supplier of the Aircraft interest in and to any such Loaner Engine, and Lessor agrees that it shall execute any agreement or any Part thereofdocument to such effect as Lessee may reasonable request; provided, in respect of the Aircraft or any part thereof. The Lessee shall comply with all however, that (i) applicable requirements any reasonable costs or expenses 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 Lessor related to any exemption waiving or delaying compliance therewith applicable solely to such agreement shall be paid by the Lessee's use Lessee upon demand by the Lessor for payment of the Aircraft but not applicable or available generally to any one or more other European operators) same, and (ii) the Lessee, at its own expense, forthwith upon the delivery thereof hereunder, any such agreement shall cause the Aircraft be in from and substance reasonably satisfactory to be duly registered (provided the Lessor or its designee is eligible to be the registered owner of the Aircraft) and at all times thereafter to remain duly registered in compliance (provided the Lessor or its designee is eligible to be the registered owner of the Aircraft) with all Finnish registration and airworthiness requirements or those of any other Applicable Jurisdiction, as the 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 Applicable Law or in violation of the airworthiness certificates of the Aircraft; (B) in any area excluded from coverage by, or in any manner or for any purpose inconsistent with the terms of, any insurance required by the terms of Section 11 hereof; or (C) in any recognized or threatened area of hostilities unless fully covered to the Lessor's satisfaction by war risk insurance.

Appears in 1 contract

Sources: Aircraft Lease (Copart Inc)

Maintenance and Operation. The Lessee, at its own cost and expense, will at all times during the Term: (i) will be a "citizen of the United States" as defined in Section 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 in compliance with all CAA regulations applicable to ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ MD 82 aircraft, certificated for interstate and overseas operation under Finnish Applicable Law or such other Applicable Law of such other Applicable Jurisdiction, as the case may be, and to be duly registered and remain duly registered with in the CAA name of Lessor in accordance with the Act in the name and otherwise registered under all applicable laws of the Lessor United States so as ownerto be eligible to operate in commercial air service under the Act; and (iiiii) maintain, operate, will service, repair, inspect, test, maintain and overhaul the Airframe, each Engine and test 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 and each Engine (including but not limited to be maintained in good standing at all program monitoring, program reliability and program reporting requirements times under the Approved Maintenance Program 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 United States FAA airworthiness certificate of the Aircraft shall be withdrawn, then subject to the provisions of 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, (C) in accordance with Lessee's FAA-approved maintenance, inspection and maintenance control programs, and in the Act), 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 operating condition as when originally leased hereunder, ordinary wear and tear excepted, which practices shall at all times be at or above the standard of the industry in the same manner and with the same care as used by the Lessee with United States for prudent maintenance of similar aircraft operated by the Lesseeequipment, and (D) in such condition manner as may be necessary to enable the airworthiness certificate maintain in full force all warranties 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) manufacturers thereof. Lessee shall maintain all records, logslogs and other materials which may be required to permit the Airframe, manuals, manufacturer's service bulletins, CAA each Engine and FAA each Spare Engine to be so utilized. Lessee will comply in all material respects with all airworthiness directives, engineering and modification orders, and other Records and data required mandatory notes or modifications or similar requirements affecting the same (including those issued 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; (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 supplier) in such condition so as to comply with this Lease and the rules and regulations 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 FAA from time to time in force and applicable 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) Aircraft, Engines and (ii) the Lessee, at its own expense, forthwith upon the delivery thereof hereunder, shall cause the Aircraft to be duly registered (provided the Lessor or its designee is eligible to be the registered owner of the Aircraft) and at all times thereafter to remain duly registered in compliance (provided the Lessor or its designee is eligible to be the registered owner of the Aircraft) with all Finnish registration and airworthiness requirements or those of any other Applicable Jurisdiction, as the case may beSpare Engines. The Lessee agrees that Neither the Airframe and each nor any Engine nor any Spare Engine will not be maintained, serviced, repaired, overhauled, tested, used or operated: (A) operated in violation of any law or any rule, regulation or order of any government or governmental authority having jurisdiction (domestic or foreign) or other Applicable Law ), or in violation of any airworthiness certificate, license or registration relating to the airworthiness certificates Airframe or such Engine or Spare Engine issued by any such authority, and in the event that such laws, rules, regulations or orders require alteration of the Aircraft; Airframe or any Engine or Spare Engine, Lessee, at its own cost and 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 (Bafter having delivered to Lessor and Agent an Officers' Certificate stating the facts with respect thereto), contest the validity or application of any such law, rule, regulation or order in any reasonable manner which does not, in Lessor's and Agent's opinion (in their sole discretion), adversely affect the interests of Lessor, Agent or any Lender. Lessee will not operate, use or locate the Airframe or any Engine or Spare Engine, (I) in any area in which any insurance required to be maintained pursuant to Section 14 shall not be at the time in full force and effect, or in any area excluded from coverage byby 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 in any manner or for any purpose inconsistent with the terms of, any insurance required by the terms of Section 11 hereof; or (CII) in any recognized or threatened area of hostilities unless fully covered 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 Lessor's satisfaction by war risk Airframe or such Engine or Spare Engine at the end of the term of such contract and for injury to persons or damage to property of others. Lessee shall not use the Aircraft or any Spare Engine nor suffer it to be used in any manner or for any purpose excepted from any of the insurance on or in respect of the Aircraft or Spare Engine or for the purpose of carriage of goods of any description excepted from such insurance nor do, or permit to be done, anything which, or omit to do anything the omission of which, may invalidate any of such insurance.

Appears in 1 contract

Sources: Lease Agreement (Atlas Air Inc)

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 the Charterer and under its complete control in every respect, always at Charterer's risk and expense except as otherwise provided herein. The LesseeCharterer hereby covenants and agrees with the Owner that during the Charter Period (and subject to the provisions of Clause 13): (i) The Charterer will, at its own cost and expense, will at all times during maintain the Term: (i) cause the Aircraft to be Vessel, her machinery, cargo handling equipment, boilers, appurtenances and spare parts in compliance with all CAA regulations applicable to ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ MD 82 aircraft, certificated for interstate a good state of repair and overseas operation under Finnish Applicable Law or such other Applicable Law of such other Applicable Jurisdiction, as the case may be, and to be and remain duly registered with the CAA in efficient operating condition in accordance with the Act in the name good commercial maintenance practice commensurate with other vessels of the Lessor as owner; (ii) maintain, operate, service, repair, overhaul similar size 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 operating condition as when originally leased hereundertrade, ordinary wear and tear excepted; (ii) The Charterer will, at its expense, keep the Vessel with a loadline certificate approved by the American Bureau of Shipping (or such other classification society as shall previously have been approved in writing by the Owner) 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; (iii) The Charterer shall be at liberty to fit any additional equipment required for the services of the Charterer beyond that on board at the commencement of this Charter, such work to be done at the Charterer's expense and on its time, and such equipment may be removed by the Charterer at its cost and on its time at any time (provided, however, that such removal does not have an adverse effect on the class, seaworthiness or value of the Vessel) prior to the expiration or any other termination of the Charter. The Vessel is to be redelivered to the Owner at the end of the Charter Period in the same manner condition and with class as that in which she is delivered by Owner, ordinary wear and tear excepted and except for any changes to 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 Vessel that have been made 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 ordersClause 7(d), and other Records and data required by Finnish Applicable Law any additional equipment that cannot be or is not so removed at such other Applicable Law of such other Applicable Jurisdiction as time shall become the case may be, to be maintained in respect property of the Airframe and each Engine; Owner; (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) the Lessee, at its own expense, forthwith upon the delivery thereof hereunder, shall cause the Aircraft to be duly registered (provided the Lessor or its designee is eligible to be the registered owner of the Aircraft) and at all times thereafter to remain duly registered in compliance (provided the Lessor or its designee is eligible to be the registered owner of the Aircraft) with all Finnish registration and airworthiness requirements or those of any other Applicable Jurisdiction, as the case may be. The Lessee agrees that the Airframe and each Engine Charterer 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 Applicable Law or in violation of use the airworthiness certificates of the Aircraft; (B) in any area excluded from coverage by, or Vessel in any manner or for any purpose inconsistent with the terms of, 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 that could reasonably be expected to invalidate any of said insurance policy or policies; and (v) The Charterer will not use the Vessel in any manner or for any purpose or trade or permit or suffer to be done any act that will prejudice the Owner's ownership of the Vessel or any part thereof. (b) During the Charter Period, the Charterer shall, at its own expense or by its own procurement, man, victual, navigate, operate, supply, fuel and repair the Vessel whenever required and shall, as between itself and the Owner, be responsible for all charges and expenses of every kind and nature whatsoever incidental to its use and operation of the Vessel under this Charter, including any foreign, general, municipal, value added or other taxes except that the Charterer shall not be responsible for Owner Taxes. During the Charter Period as between the Charterer and the Owner, the Charterer shall be responsible for employing, subcontracting or arranging for the master, officers and crew of the Vessel and for navigating, managing and working the Vessel. (c) As between itself and the Owner, the Charterer 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 subclause shall be without prejudice to the rights of the Owner and the Charterer against other parties in respect of any such charges or expenses. The Charterer shall, subject to the prior written approval of the Owner (such approval not to be unreasonably withheld), be entitled to take action in the name of the Owner 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 and retained by the Charterer. (d) The Charterer shall make no material changes in the structure of the Vessel or major changes in her machinery, appurtenances, or boilers without in each instance first securing the written approval of the Owner unless any such changes are required to meet American Bureau of Shipping loadline requirements, applicable regulations and/or any relevant laws, in which case the approval of the Owner shall not be required. Any such changes shall be made at Charterer's expense and risk and shall not diminish the value, utility and seaworthiness of the Vessel below the value, utility and seaworthiness required to be maintained by the terms of Section 11 hereof; this Charter. (e) The Charterer shall drydock the Vessel and clean and paint her underwater parts at its expense in accordance with good commercial practice, but not less than as may be required by the American Bureau of Shipping or such other classification society as provided in Clause 7(a)(ii). The Charterer shall give the Owner not less than seven (C7) days prior notice of their intention to drydock the Vessel, such notice to specify the intended time and place of drydocking. The costs and expenses of such drydocking shall be paid for by the Charterer. (f) The Owner (or such persons as it shall appoint or authorize), at the Owner's expense and upon receipt of the prior written consent of the Charterer, such consent not to be unreasonably withheld, shall have the right at any time, weather permitting, 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 itself 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 subclause (e) of this Clause. However, the Owner shall have the right to require the Vessel to be drydocked for inspection if the Charterer is not drydocking her at the intervals required by the American Bureau of Shipping or such other classification society as provided in Clause 7(a)(ii). The costs incurred in respect of such drydocking and any recognized inspection or threatened area of hostilities unless fully covered survey made under this subclause shall be paid by the Charterer to the LessorOwner provided that the Charterer shall not be required to pay for the drydocking of the Vessel other than as provided in subclause 7(e) and the inspection of the Vessel more than once a year while this Charter is in force. All repairs as shall be shown to be required by any inspection or survey shall be made at the Charterer's satisfaction expense and shall be completed within a reasonable period of time or such other period as is specified by war risk insurancethe 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. The Charterer shall, whenever requested by the Owner and on reasonable notice, permit the Owner to inspect the Vessel's log books and furnish the Owner promptly with full information regarding any casualties or other damage to the Vessel. The Owner, or such persons as it shall appoint or authorize to inspect or survey the Vessel, shall treat all information regarding the operation of the Vessel and the equipment on the Vessel as trade secrets of the Charterer and the Owner shall require all persons it appoints or authorizes to inspect or survey the Vessel to sign a confidentiality agreement in favor of the Charterer to keep such information secret, if so requested by Charterer. Such obligations of confidentiality shall continue beyond the termination of the Charter until the information becomes available to the public through no fault of the Owner. (g) The Owner shall not be liable for any expense in repairing or maintaining the Vessel or be liable to supply a substitute vessel or any part thereof in lieu if the Vessel or any part thereof that 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 any of the foregoing events unless such event results in a Total Loss. In the event of a Total Loss, the provisions of Clause 12 shall apply. (h) The Charterer shall not have or be deemed to have any authority to pledge the Owner's credit for any purpose, including any maintenance overhauls, replacements, repairs or modifications of the Vessel.

Appears in 1 contract

Sources: Master Bareboat Charter (Trico Marine Services Inc)

Maintenance and Operation. The During the Term, Lessee, at its own cost and expense, will at all times during the Term: shall (i) cause the Aircraft to be in compliance with all CAA regulations applicable to ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ MD 82 aircraft, certificated for interstate and overseas operation under Finnish Applicable Law or such other Applicable Law of such other Applicable Jurisdiction, as the case may be, and to be and remain duly registered with the CAA in accordance with the Act in the name of the Lessor as owner; (ii) maintain, operateinspect, service, repair, overhaul and test the Airframe and each Engine in accordance with FAA approved and Manufacturer's recommended maintenance programs, including, without limitation, the MSP Contract; (including but not limited 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 program monitoringFAA and Manufacturer's standards and procedures by properly trained, program reliability licensed, and program reporting requirements under certified maintenance sources and maintenance personnel at a Cessna Citation Service Center utilizing replacement parts approved by the Approved Maintenance Program FAA and the Act)Manufacturer, so as to keep the same Airframe and each Engine and Part in as good operating condition as when originally leased hereundercondition, ordinary wear and tear alone 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 for the Aircraft to be maintained in good standing at all times under continually maintained. In the Actevent any Engine is damaged or is being inspected or overhauled and provided no Event of Default or Default has occurred and is continuing, 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; (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) the Lessee, at its own expenseoption, forthwith upon may substitute another engine of the delivery thereof hereunder, shall cause 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 (any such substitute engine being hereinafter referred to be duly registered as a "LOANER ENGINE") during the period of such repair or overhaul and provided further (provided x) installation of the Lessor or its designee Loaner Engine is eligible performed by an FAA and manufacturer certified mechanic with respect to be an aircraft of the registered owner type of the Aircraft, (y) the Loaner Engine is removed and at all times thereafter to remain duly registered in compliance (provided the Lessor repaired or its designee overhauled original Engine is eligible to be reinstalled on the registered owner Airframe promptly upon completion of the Aircraft) with all Finnish registration and airworthiness requirements repair or those of any other Applicable Jurisdiction, as the 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 Applicable Law or in violation overhaul of the airworthiness certificates original Engine but in no event later than the expiration, cancellation or earlier termination of the Aircraft; Term and (Bz) the Loaner Engine is free and clear of all Liens and is maintained in any area excluded from coverage by, or in any manner or for any purpose inconsistent with the terms of, any insurance required by the terms of Section 11 hereof; or (C) in any recognized or threatened area of hostilities unless fully covered to the Lessor's satisfaction by war risk insuranceaccordance herewith.

Appears in 1 contract

Sources: Aircraft Lease (Elite Flight Solutions Inc)

Maintenance and Operation. The LesseeVessel shall, at its own cost and expense, will at all times during the Term: (i) cause the Aircraft to Charter period, be in compliance the full possession and at the absolute disposal for all purposes of the Charterers and under their complete control in every respect. The Charterers shall maintain the Vessel, her machinery, boilers, appurtenances and spare parts in a good state of repair, in efficient operation condition, and in accordance with all CAA regulations applicable to ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ MD 82 aircraftgood commercial maintenance practice, certificated wear and tear always excepted and, except as provided for interstate and overseas operation under Finnish Applicable Law in Clause 13(1), they shall keep the Vessel with unexpired classification of the class indicated in Box 10 (or such other Applicable Law class as may be assigned to the Vessel by any subsequent classification society) and with other required certificates in force at all times. The Charterers to take immediate steps to have material, necessary repairs done within a reasonable time failing which, after written notice and a reasonable opportunity to cure, the Owners shall have the right of such other Applicable Jurisdictionwithdrawing the Vessel from the service of the Charterers without noting any protest and without prejudice to any claim the Owners may otherwise have against the Charterers under the Charter. Unless otherwise agreed, as the case may be, and to be and remain duly registered with the CAA in accordance with the Act in the name event of any improvement, structural changes, or expensive new equipment becoming necessary for the continued operation of the Lessor Vessel by reason of the Vessel's marine insurance value as owner; stated in Box 27, then the extent, if any, to which the rate of hire shall be varied and the ratio in which the cost of compliance shall be shared between the parties concerned in order to achieve a reasonable distribution thereof as between the Owners and the Charterers having regard, inter alia, to the length of the period remaining under the Charter, shall in the absence of agreement, be referred to arbitration according to Clause 79. The Charterers are required to establish and maintain financial security or responsibility in respect of oil or other pollution damage as required by any government, including federal, state or municipal or other division or authority thereof, to enable the Vessel, without penalty or charge, lawfully to enter, remain at, or leave any port, place, territorial or contiguous waters of any country, state or municipality in performance of this Charter without any delay. This obligation shall apply whether or not such requirements have been lawfully imposed by such government or division or authority thereof. The Charterers shall make and maintain all arrangements by bond or otherwise as may be necessary to satisfy such requirements at the Charterers' sole expense and the Charterers shall indemnify the Owners against all consequences whatsoever (iiincluding loss of time) maintainfor any failure or inability to do so. TOVALOP SCHEME. Deleted. (a) Charterers shall at their own expense and by their own procurement man, navigate, operate, servicesupply, repairfuel and repair the Vessel whenever required during the Charter period and they shall pay all charges and expenses of every kind and nature whatsoever incidental to their use and operation of the Vessel under this Charter, overhaul including any foreign general municipality and/or state taxes. The Master, officers and test crew of the Airframe Vessel shall be the servants of the Charterers for all purposes whatsoever, even if for any reason appointed by the Owners, Charterers shall comply with the regulations regarding officers and crew in force in the country of the Vessel's flag or any other applicable law. (b) During the currency of this Charter, the Vessel shall retain her present name as indicated in Box 5 and shall remain under and fly the flag as indicated in Box 5 (or the flag of the Bahamas). Provided, however, that the Charterers shall have the liberty to paint the Vessel in their own colors, install and display their funnel insignia and fly their own house flag. Painting and re-painting, installment and re-installment to be for the Charterers account and time used thereby to count as time on hire. (c) The Charterers shall make no structural changes in the Vessel or changes in the machinery, boilers, appurtenances or spare parts thereof without in each Engine instance first securing the Owners' approval thereof. If the Owners so agree, the Charterers shall, if the Owners so require, restore the Vessel to its former condition before the termination of the Charter. (including but not limited to d) The Charterers shall have the use of all program monitoringoutfit equipment and appliances on-board the Vessel at the time of delivery, program reliability and program reporting requirements under the Approved Maintenance Program and the Act), so as to keep provided the same or their substantial equivalent shall be returned to the Owners on redelivery in as the same good operating order and condition as when originally leased hereunderreceived, 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; (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 Charterers 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 during the extent that Charter period replace such standards are required items of equipment as shall be so damaged or worn as to be complied with unfit for use. The Charterers are to assure that all repairs to or replacement of any damaged, worn or lost parts or equipment be effected in such manner (without regard both as regards workmanship and quality of materials) as not to any exemption waiving or delaying compliance therewith applicable solely to diminish the Lessee's use value of the Aircraft Vessel. The Charterers have the right to fit additional equipment at their expense and risk but the Charterers shall remove such equipment at the end of the period if requested by the Owners. Any equipment including radio equipment on hire on the Vessel at time of delivery shall be kept and maintained by the Charterers and the Charterers shall assume the obligations and liabilities of the Owners under any lease contracts in connection therewith and shall reimburse the Owners for all expenses incurred in connection therewith, also for any new equipment required in order to comply with radio regulations. (e) The Charterers shall drydock the Vessel and clean and paint her underwater parts whenever the same may be necessary, but not applicable or available generally to any one or more other European operators) and (ii) the Lessee, at its own expense, forthwith upon the less than once in every eighteen calendar months after delivery thereof hereunder, shall cause the Aircraft to be duly registered (provided the Lessor or its designee is eligible to be the registered owner of the Aircraft) and at all times thereafter to remain duly registered unless otherwise agreed in compliance (provided the Lessor or its designee is eligible to be the registered owner of the Aircraft) with all Finnish registration and airworthiness requirements or those of any other Applicable Jurisdiction, as the 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 Applicable Law or in violation of the airworthiness certificates of the Aircraft; (B) in any area excluded from coverage by, or in any manner or for any purpose inconsistent with the terms of, any insurance required by the terms of Section 11 hereof; or (C) in any recognized or threatened area of hostilities unless fully covered to the Lessor's satisfaction by war risk insuranceBox 18.

Appears in 1 contract

Sources: Bareboat Charter Agreement (Commodore Holdings LTD)

Maintenance and Operation. (a) The LesseeVessel shall, at its own cost and expense, will at all times during the Term: (i) cause the Aircraft to Charter period, be in compliance the full possession and at the absolute disposal for all purposes of the Charterers and under their complete control in every respect. The Charterers shall maintain the Vessel, her machinery, boilers, appurtenances and spare parts in a good state of repair, in efficient operation condition, and in accordance with all CAA regulations applicable to ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ MD 82 aircraftgood commercial maintenance practice, certificated wear and tear always excepted and, except as provided for interstate and overseas operation under Finnish Applicable Law in Clause 13(1), they shall keep the Vessel with unexpired classification of the class indicated in Box 10 (or such other class as may be assigned to the Vessel by any subsequent classification society) and with other required certificates in force at all times. The Charterers to take immediate steps to have material, necessary repairs done within a reasonable time failing which, after written notice and a reasonable opportunity to cure, the Owners shall have the right of withdrawing the Vessel from the service of the Charterers without noting any protest and without prejudice to any claim the Owners may otherwise have against the Charterers under the Charter. Unless otherwise agreed, in the event of any improvement, structural changes, or expensive new equipment becoming necessary for the continued operation of the Vessel by reason of the Vessel's marine insurance value as stated in Box 27, then the extent, if any, to which the rate of hire shall be varied and the ratio in which the cost of compliance shall be shared between the parties concerned in order to achieve a reasonable distribution thereof as between the Owners and the Charterers having regard, inter ail, to the length of the period remaining under the Charter, shall in the absence of agreement, be referred to arbitration according to Clause 79. The Charterers are required to establish and maintain financial security or responsibility in respect of oil or other pollution damage as required by any government, including federal, state or municipal or other division or authority thereof, to enable the Vessel, without penalty or charge, lawfully to enter, remain at, or leave any port, place, territorial or contiguous waters of any country, state or municipality in performance of this Charter without any delay. This obligation shall apply whether or not such requirements have been lawfully imposed by such government or division or authority thereof. The Charterers shall make and maintain all arrangements by bond or otherwise as may be necessary to satisfy such requirements at the Charterers' sole expense and the Charterers shall indemnify the Owners against all consequences whatsoever (including loss of time) for any failure or inability to do so. TOVALOP SCHEME. (Applicable Law of such other Applicable Jurisdiction, as to oil tank vessels only). - The Charterers are required to enter the case may be, Vessel under the TOVALOP SCHEME or under any similar compulsory scheme upon delivery under this Charter and to be maintain her so during the currency of this Charter. (b) The Charterers shall at their own expense and remain duly registered with the CAA in accordance with the Act in the name of the Lessor as owner; (ii) maintainby their own procurement man, navigate, operate, servicesupply, repairfuel and repair the Vessel whenever required during the Charter period and they shall pay all charges and expenses of every kind and nature whatsoever incidental to their use and operation of the Vessel under this Charter, overhaul including any foreign general municipality and/or state taxes. The Master, officers and test crew of the Airframe Vessel shall be the servants of the Charterers for all purposes whatsoever, even if for any reason appointed by the Owners, Charterers shall comply with the regulations regarding officers and crew in force in the country of the Vessel's flag or any other applicable law. (c) During the currency of this Charter, the Vessel shall retain her present name as indicated in Box D and shall remain under and fly the flag as indicated in Box 5 (or the flag of the Bahamas). Provided, however, that the Charterers shall have the liberty to paint the Vessel in their own colors, install and display their funnel insignia and fly their own house flag. Painting and re-painting, installment and re-installment to be for the Charterers account and time used thereby to count as time on hire. (d) The Charterers shall make no structural changes in the Vessel or changes in the machinery, boilers, appurtenances or spare parts thereof without in each Engine instance first securing the Owners' approval thereof. If the Owners so agree, the Charterers shall, if the Owners so require, restore the Vessel to its former condition before the termination of the Charter. (including but not limited to e) The Charterers shall have the use of all program monitoringoutfit equipment and appliances on-board the Vessel at the time of delivery, program reliability and program reporting requirements under the Approved Maintenance Program and the Act), so as to keep provided the same or their substantial equivalent shall be returned to the Owners on redelivery in as the same good operating order and condition as when originally leased hereunderreceived, 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; (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 Charterers 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 during the extent that Charter period replace such standards are required items of equipment as shall be so damaged or worn as to be complied with unfit for use. The Charterers are to procure that all repairs to or replacement of any damaged, worn or lost parts or equipment be effected in such manner (without regard both as regards workmanship and quality of materials) as not to any exemption waiving or delaying compliance therewith applicable solely to diminish the Lessee's use value of the Aircraft Vessel. The Charterers have the right to fit additional equipment at their expense and risk but the Charterers shall remove such equipment at the end of the period if requested by the Owners. Any equipment including radio equipment on hire on the Vessel at time of delivery shall be kept and maintained by the Charterers and the Charterers shall assume the obligations and liabilities of the Owners under any lease contracts in connection therewith and shall reimburse the Owners for all expenses incurred in connection therewith, also for any new equipment required in order to comply with radio regulations. (f) The Charterers shall drydock the Vessel and clean and paint her underwater parts whenever the same may be necessary, but not applicable or available generally to any one or more other European operators) and (ii) the Lessee, at its own expense, forthwith upon the less than once in every eighteen calendar months after delivery thereof hereunder, shall cause the Aircraft to be duly registered (provided the Lessor or its designee is eligible to be the registered owner of the Aircraft) and at all times thereafter to remain duly registered unless otherwise agreed in compliance (provided the Lessor or its designee is eligible to be the registered owner of the Aircraft) with all Finnish registration and airworthiness requirements or those of any other Applicable Jurisdiction, as the 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 Applicable Law or in violation of the airworthiness certificates of the Aircraft; (B) in any area excluded from coverage by, or in any manner or for any purpose inconsistent with the terms of, any insurance required by the terms of Section 11 hereof; or (C) in any recognized or threatened area of hostilities unless fully covered to the Lessor's satisfaction by war risk insuranceBox 18.

Appears in 1 contract

Sources: Bareboat Charter Agreement (Commodore Holdings LTD)

Maintenance and Operation. The Lessee, at its own cost and expense, will at all times during the Term: (i) will be a "citizen of the United States" as defined in Section 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 in compliance with all CAA regulations applicable to ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ MD 82 aircraft, certificated for interstate and overseas operation under Finnish Applicable Law or such other Applicable Law of such other Applicable Jurisdiction, as the case may be, and to be duly registered and remain duly registered with in the CAA name of Lessor in accordance with the Act in the name and otherwise registered under all applicable laws of the Lessor United States so as ownerto be eligible to operate in commercial air service under the Act; and (iiiii) maintain, operate, will service, repair, inspect, test, maintain and overhaul the Airframe, each Engine and test 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 and each Engine (including but not limited to be maintained in good standing at all program monitoring, program reliability and program reporting requirements times under the Approved Maintenance Program 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 United States FAA airworthiness certificate of the Aircraft shall be withdrawn, then subject to the provisions of 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, (C) in accordance with Lessee's FAAapproved maintenance, inspection and maintenance control programs, and in the Act), 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 operating condition as when originally leased hereunder, ordinary wear and tear excepted, which practices shall at all times be at or above the standard of the industry in the same manner and with the same care as used by the Lessee with United States for prudent maintenance of similar aircraft operated by the Lesseeequipment, and (D) in such condition manner as may be necessary to enable the airworthiness certificate maintain in full force all warranties 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) manufacturers thereof. Lessee shall maintain all records, logslogs and other materials which may be required to permit the Airframe, manuals, manufacturer's service bulletins, CAA each Engine and FAA each Spare Engine to be so utilized. Lessee will comply in all material respects with all airworthiness directives, engineering and modification orders, and other Records and data required mandatory notes or modifications or similar requirements affecting the same (including those issued 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; (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 supplier) in such condition so as to comply with this Lease and the rules and regulations 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 FAA from time to time in force and applicable 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) Aircraft, Engines and (ii) the Lessee, at its own expense, forthwith upon the delivery thereof hereunder, shall cause the Aircraft to be duly registered (provided the Lessor or its designee is eligible to be the registered owner of the Aircraft) and at all times thereafter to remain duly registered in compliance (provided the Lessor or its designee is eligible to be the registered owner of the Aircraft) with all Finnish registration and airworthiness requirements or those of any other Applicable Jurisdiction, as the case may beSpare Engines. The Lessee agrees that Neither the Airframe and each nor any Engine nor any Spare Engine will not be maintained, serviced, repaired, overhauled, tested, used or operated: (A) operated in violation of any law or any rule, regulation or order of any government or governmental authority having jurisdiction (domestic or foreign) or other Applicable Law ), or in violation of any airworthiness certificate, license or registration relating to the airworthiness certificates Airframe or such Engine or Spare Engine issued by any such authority, and in the event that such laws, rules, regulations or orders require alteration of the Aircraft; Airframe or any Engine or Spare Engine, Lessee, at its own cost and 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 (Bafter having delivered to Lessor and Agent an Officers' Certificate stating the facts with respect thereto), contest the validity or application of any such law, rule, regulation or order in any reasonable manner which does not, in Lessor's and Agent's opinion (in their sole discretion), adversely affect the interests of Lessor, Agent or any Lender. Lessee will not operate, use or locate the Airframe or any Engine or Spare Engine, (I) in any area in which any insurance required to be maintained pursuant to Section 14 shall not be at the time in full force and effect, or in any area excluded from coverage byby 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 in any manner or for any purpose inconsistent with the terms of, any insurance required by the terms of Section 11 hereof; or (CII) in any recognized or threatened area of hostilities unless fully covered 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 Lessor's satisfaction by war risk Airframe or such Engine or Spare Engine at the end of the term of such contract and for injury to persons or damage to property of others. Lessee shall not use the Aircraft or any Spare Engine nor suffer it to be used in any manner or for any purpose excepted from any of the insurance on or in respect of the Aircraft or Spare Engine or for the purpose of carriage of goods of any description excepted from such insurance nor do, or permit to be done, anything which, or omit to do anything the omission of which, may invalidate any of such insurance.

Appears in 1 contract

Sources: Lease Agreement (Atlas Air Inc)

Maintenance and Operation. The Lessee, Operator shall throughout the Grant Period: 2.1 at its own sole cost and expenseexpense maintain the Vessel and keep it in a good and efficient state of repair and safe operating condition, will seaworthy in all respects and in accordance with good maintenance practice (fair wear and tear excepted and having regard to the age and type of the Vessel) and in accordance with good industry practice for United Kingdom lift-on lift-off freight service operators and the Operator shall ensure that at all times: a. the Vessel maintains the Classification of the Vessel with the Classification Society; b. the Vessel complies with all other regulations and requirements (statutory or otherwise) from time to time applicable to vessels registered in the relevant flag state or otherwise applicable to the Vessel, her Master, officers and crew (including in relation to the number of crew to safely operate the Northern Isles lo-lo service); and c. the Operator complies at all times during with any terms of the TermInsurances relating to the condition or inspection of the Vessel; 2.2 notify the Scottish Ministers forthwith upon becoming aware of the same by facsimile transmission or email thereafter confirmed by letter and in reasonable detail of: ::odma\pcdocs\dmglasgow\65312\1f el a. the hijacking, confiscation, seizure, impounding, arrest, taking in execution, forfeiture or detention of the Vessel or any requisition for hire of the Vessel; b. any requirement or recommendation made by the Classification Society or by any insurer or any competent authority which is not, or cannot be, complied with in accordance with its terms; c. any death or serious or potentially serious injury to a third party or substantial damage to property, caused by, or in connection with, the Vessel; d. any single casualty or other accident or damage to the Vessel which may be or become an actual or constructive total loss or which may involve repairs or maintenance costing more than £100,000; e. any other event which occurs in connection with the Vessel which affects or may reasonably be expected to affect the rights of the Scottish Ministers; f. the occurrence of any litigation involving, or criminal proceedings against, the Operator; and/or g. any notices, requirements or recommendations made by or on behalf of a governmental or statutory body or agency. This includes, but is not limited to, notices, requirements or recommendations made by or on behalf of: • the Health and Safety Executive (iHSE) cause or any other agency of the Aircraft Health and Safety Commission; • the Scottish Environment Protection Agency (SEPA); • the MCA. In the event of a casualty or maintenance referred to in (d) above, the Operator will notify the Scottish Ministers orally within 48 hours of discovery and in writing within 72 hours after the discovery of the event. Such notification will also describe the plan and time frame for rectification; 2.3 maintain all such records, logs, manuals, technical data and other materials and documents which are required to be maintained in compliance respect of the Vessel to comply with any Applicable Laws or the requirement of the Classification Society; 2.4 procure that the Scottish Ministers are not at any time represented as carrying freight or providing any other service on or from the Vessel, or as being in any way connected or associated with any operation or carriage or other service which may be undertaken by the Operator, or as having any operational interest in, or responsibility for, the Vessel; 2.5 do or cause to be done all things necessary to comply with all CAA national, international and state conventions and laws (and any rules and regulations thereunder) applicable to ▇▇▇▇▇▇the Operator and/or the Vessel including, without limitation, the Merchant Shipping ▇▇▇ ▇▇▇▇, the International Convention for the Safety of Life at Sea (SOLAS) 1974 as amended from time to time, the IMO document International Convention for the Prevention of Pollution from Ships (MARPOL) and international conventions, laws, rules and regulations relating to environmental matters, including those relating to discharges of oil, petroleum, petroleum products and distillates, chemicals, pollutants and other substances and the Terrorism ▇▇▇ MD 82 aircraft▇▇▇▇; 2.6 maintain an emergency response plan and undertake the appropriate exercises for training purposes; and 2.7 operate a procedure, certificated available for interstate inspection by the Scottish Ministers, pursuant to which customers or other parties having an interest can make complaints, such complaints and overseas operation under Finnish Applicable Law any related rectification action or such other Applicable Law of such other Applicable Jurisdiction, as the case may be, and response to be and 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 operating 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; (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) the Lessee, at its own expense, forthwith upon the delivery thereof hereunder, shall cause the Aircraft to be duly registered (provided the Lessor or its designee is eligible to be the registered owner of the Aircraft) and at all times thereafter to remain duly registered in compliance (provided the Lessor or its designee is eligible to be the registered owner of the Aircraft) with all Finnish registration and airworthiness requirements or those of any other Applicable Jurisdiction, as the 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 Applicable Law or in violation of the airworthiness certificates of the Aircraft; (B) in any area excluded from coverage by, or in any manner or for any purpose inconsistent with the terms of, any insurance required by the terms of Section 11 hereof; or (C) in any recognized or threatened area of hostilities unless fully covered to the Lessor's satisfaction by war risk insurancerecorded.

Appears in 1 contract

Sources: Public Service Contract

Maintenance and Operation. The Lessee(a) Except as provided in Clause 20, at its own cost and expense, will at all times the Vessel shall during the Term: Charter Period be in the full possession and at the absolute disposal for all purposes of the Charterer and under its complete control in every respect. The Charterer hereby covenants and agrees with the Owner that during the Charter Period (and subject to the provisions of Clause 13): (i) cause The Charterer will at its expense maintain the Aircraft to be Vessel, her machinery, cargo handling equipment, boilers, appurtenances and spare parts in compliance with all CAA regulations applicable to ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ MD 82 aircraft, certificated for interstate a good state of repair and overseas operation under Finnish Applicable Law or such other Applicable Law of such other Applicable Jurisdiction, as the case may be, and to be and remain duly registered with the CAA in efficient operating condition in accordance with the Act good commercial maintenance practice commensurate with other vessels in the name Charterer's fleet of the Lessor as owner; (ii) maintain, operate, service, repair, overhaul similar size 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 operating condition as when originally leased hereundertrade, ordinary wear and tear excepted; and (ii) The Charterer will at its expense keep the Vessel with unexpired classification in accordance with the highest classification of the American Bureau of Shipping (or such other classification society as shall previously have been approved in writing by the Owner) 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) The Charterer shall be at liberty to fit any additional equipment required for the services of the Charterer, beyond that on board at the commencement of this Charter, such work to be done at the Charterer's expense and on its time, and such equipment may be removed by the Charterer at its cost and on its 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 the Owner in the same manner condition and class as that in which she is delivered by the Owner, ordinary wear and tear excepted and any additional equipment that cannot be or is not so removed shall become the property of the Owner; and (iv) The Charterer 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 any hostilities in any part of the world (whether war be declared or not) the Charterer 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 the Charterer has made arrangement with the same care as used by said insurers for 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 payment of such other Applicable Jurisdiction additional premiums as said insurers may require to maintain the case may be, and relevant insurances 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 force or such other Applicable Law of such other Applicable Jurisdiction as the case may be, to be maintained in any zone in respect of which the Airframe and each EngineWar Risks Insurers have withdrawn cover for the Vessel; and (ivvi) 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) the Lessee, at its own expense, forthwith upon the delivery thereof hereunder, shall cause the Aircraft to be duly registered (provided the Lessor or its designee is eligible to be the registered owner of the Aircraft) and at all times thereafter to remain duly registered in compliance (provided the Lessor or its designee is eligible to be the registered owner of the Aircraft) with all Finnish registration and airworthiness requirements or those of any other Applicable Jurisdiction, as the case may be. The Lessee agrees that the Airframe and each Engine Charterer 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 Applicable Law or in violation of use the airworthiness certificates of the Aircraft; (B) in any area excluded from coverage by, or Vessel in any manner or for any purpose inconsistent with the terms of, 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) The Charterer 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 the Owner's ownership of the Vessel or any part thereof. (b) During the Charter Period (subject to the provisions of Clause 13), the Charterer shall at its own expense or by its own procurement man, victual, navigate, operate, supply, fuel and repair the Vessel whenever required and shall, as between itself and the Owner, be responsible for all charges and expenses of every kind and nature whatsoever incidental to the Charterer's use and operation of the Vessel under this Charter, including any foreign, general, municipal, value added or other taxes except that the Charterer shall not be responsible for Owner Taxes. During the Charter Period, the master, officers and crew of the Vessel shall be engaged and employed by the Charterer and shall remain the Charterer's servants, navigating, managing and working the Vessel on behalf of and at the risk of the Charterer. (c) As between the Charterer and the Owner, the Charterer 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 the Owner and the Charterer against other parties in respect of any such charges or expenses. The Charterer shall, subject to the prior written approval of the Owner (such approval not to be unreasonably withheld), be entitled to take action in the name of the Owner 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 the Charterer. (d) The Charterer shall make no changes in the structure of the Vessel nor major changes in her machinery, appurtenances, spare parts or boilers without in each instance first securing the written approval of the Owner, 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 the Owner shall not withhold such approval and the Charterer shall not be obliged to reinstate the Vessel to its condition prior to the making of such changes. (e) The Charterer 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 terms American Bureau of Section 11 hereof; Shipping or such other classification society as provided in Clause 7(a)(ii) to maintain the Vessel's highest classification. The Charterer shall give the Owner not less than seven (C7) days prior notice of the Charterer's intention to drydock the Vessel, such notice to specify the intended time and place of drydocking. (f) The Owner (or such persons as it 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 itself 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, the Owner shall have the right to require the Vessel to be drydocked for inspection, if the Charterer is not docking her at the required classification intervals. The costs incurred in respect of such drydocking and any recognized inspection or threatened area of hostilities unless fully covered survey made under this sub-clause shall be paid by the Charterer to the LessorOwner only if repairs are found to be required. Otherwise, the costs of drydocking and any inspection or survey shall be paid by the Owner. All repairs as shall be shown to be required by any inspection or survey shall be made at the Charterer's satisfaction expense and shall be completed within a reasonable period of time or such other period as is specified by war risk insurancethe 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. The Charterer shall whenever requested, on reasonable notice, permit the Owner to inspect the Vessel's log books and furnish the Owner promptly with full information regarding any casualties or other damage to the Vessel. (g) The Owner shall not be liable for any expense in repairing or maintaining the Vessel or be liable to supply a vessel or any part in lieu thereof if the Vessel or any part thereof is lost, damaged, rendered unfit for use, confiscated, seized, requisitioned, restrained or appropriated and the Charter Hire and any Additional 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) The Charterer shall not have or be deemed to have any authority to pledge the Owner's credit for any purpose, including any maintenance overhauls, replacements, repairs and modification of the Vessel.

Appears in 1 contract

Sources: Bareboat Charter (Golden State Petro Iom I B PLC)

Maintenance and Operation. The LesseeContractor shall maintain all the State certified motor vehicle scales provided by the Authority, at its own cost in accordance with Applicable Law and expensein a manner that allows for Collection Contractor(s)’s Delivery vehicles with tare weights to bypass the weighing operation when exiting the Facility after unloading Permitted Materials. All scales shall be linked to a centralized computer recording and billing system which shall be compatible with Contractor’s systems and accounts for tracking all incoming and outgoing materials. Upon request, will Contractor shall provide Authority, in a useful electronic form, scale house information and billing information related to Authority and Approved Users. Contractor shall operate such scales during Facility Receiving Hours, provided that Contractor shall provide Authority with visual access to weighing information at all times during and copies thereof on the Term: (i) cause next Working Day on which the Aircraft scalehouse is open. All weighing shall be conducted by Contractor or its agents by a licensed weigh master. Notwithstanding the provisions of this section 6.04(b)(1), Authority has the option to be the exclusive operator of the scales for the duration of this Agreement and any extensions unless agreed otherwise in compliance with all CAA regulations applicable to ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ MD 82 aircraft, certificated for interstate and overseas operation under Finnish Applicable Law or such other Applicable Law writing. Upon the exercise of such other Applicable Jurisdictionoption, as which may only be done by written Notice, Authority shall operate the case may be, and to be and remain duly registered with the CAA scales in accordance with the Act in provisions of section 6.04(b)(1-7), except that the name word “Contractor” shall be replaced with the world “Authority,” and the word “Authority” shall be replaced with the word “Contractor” unless the context otherwise requires. By way of example, record keeping of incoming tonnage will continue to apply to Authority and other Approved Users. Upon the Authority’s exercise of such option, Contractor shall be relieved from performing any obligations that would otherwise be required of it by section 6.04(b)(1-7) after the Option’s Effective Date. The “Option’s Effective Date” shall be the date on which the Authority commences exclusive operation of the Lessor as owner; scales which shall be on the thirty-first day after Authority provides Notice to Contractor of its exercise of the option described herein. After the “Effective Date”, the Authority shall receive quarterly payments from the Contractor of Sixty Thousand Dollars (ii$60,000) maintainfor the Authority scale operation unless the Contractor compensates the Authority through an alternative compensations mechanism approved by the Authority, operate, service, repair, overhaul and test the Airframe and which approval shall not be unreasonably withheld. The fee shall be adjusted 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 operating condition as when originally leased hereunder, ordinary wear and tear excepted, year 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; (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) the Lessee, at its own expense, forthwith upon the delivery thereof hereunder, shall cause the Aircraft to be duly registered (provided the Lessor or its designee is eligible to be the registered owner of the Aircraft) and at all times thereafter to remain duly registered in compliance (provided the Lessor or its designee is eligible to be the registered owner of the Aircraft) with all Finnish registration and airworthiness requirements or those of any other Applicable Jurisdiction, as the 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 Applicable Law or in violation of the airworthiness certificates of the Aircraft; (B) in any area excluded from coverage by, or in any manner or for any purpose inconsistent with the terms of, any insurance required by the terms of Section 11 hereof; or (C) in any recognized or threatened area of hostilities unless fully covered to the Lessor's satisfaction by war risk insurancefee.

Appears in 1 contract

Sources: Municipal Solid Waste Diversion, Transfer and Transport Services Agreement

Maintenance and Operation. The Lessee(a) Except as provided in Clause 20, at its own cost and expense, will at all times the Vessel shall during the Term: 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) cause Charterers will at their expense maintain the Aircraft to be Vessel, her machinery, cargo handling equipment, boilers, appurtenances and spare parts in compliance with all CAA regulations applicable to ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ MD 82 aircraft, certificated for interstate a good state of repair and overseas operation under Finnish Applicable Law or such other Applicable Law of such other Applicable Jurisdiction, as the case may be, and to be and remain duly registered with the CAA in efficient operating condition in accordance with the Act good commercial maintenance practice commensurate with other vessels in the name Charterers' fleet of the Lessor as owner; (ii) maintain, operate, service, repair, overhaul similar size 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 operating condition as when originally leased hereundertrade, 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 manner 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 same care as used by said insurers for 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 payment of such other Applicable Jurisdiction additional premiums as said insurers may require to maintain the case may be, and relevant insurances 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 force or such other Applicable Law of such other Applicable Jurisdiction as the case may be, to be maintained in any zone in respect of which the Airframe and each EngineWar Risks Insurers have withdrawn cover for the Vessel; and (ivvi) 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) the Lessee, at its own expense, forthwith upon the delivery thereof hereunder, shall cause the Aircraft to be duly registered (provided the Lessor or its designee is eligible to be the registered owner of the Aircraft) and at all times thereafter to remain duly registered in compliance (provided the Lessor or its designee is eligible to be the registered owner of the Aircraft) with all Finnish registration and airworthiness requirements or those of any other Applicable Jurisdiction, as the case may be. The Lessee agrees that the Airframe and each Engine Charterers 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 Applicable Law or in violation of use the airworthiness certificates of the Aircraft; (B) in any area excluded from coverage by, or Vessel in any manner or for any purpose inconsistent with the terms of, 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 terms 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 Section 11 hereof; 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 (Ce) 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 recognized inspection or threatened area 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 hostilities unless fully covered 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 Lessor's satisfaction by war risk insuranceVessel. (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

Sources: Bareboat Charter Agreement (California Petroleum Transport Corp)

Maintenance and Operation. The Lessee, at its own cost and expense, will at all times during the Term: (i) be a "citizen of the United States" as defined in Section 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 in compliance with all CAA regulations applicable to ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ MD 82 aircraft, certificated for interstate and overseas operation under Finnish Applicable Law or such other Applicable Law of such other Applicable Jurisdiction, as the case may be, and to be duly registered and remain duly registered with in the CAA name of Lessor in accordance with the Act in the name and otherwise registered under all applicable laws of the Lessor United States so as ownerto be eligible to operate in commercial air service under the Act; and (iiiii) maintain, operate, will service, repair, inspect, test, maintain and overhaul the Airframe and test 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 (including but not limited 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 program monitoring, program reliability and program reporting requirements times under the Approved Maintenance Program 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 United States FAA airworthiness certificate of the Aircraft shall be withdrawn, then subject to the provisions of 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, (C) in accordance with Lessee's FAA-approved maintenance, inspection and maintenance control programs, and in the Act), 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 operating condition as when originally leased hereunder, ordinary wear and tear excepted, which practices shall at all times be at or above the standard of the industry in the same manner and with the same care as used by the Lessee with United States for prudent maintenance of similar aircraft operated by the Lesseeequipment, and (D) in such condition manner as may be necessary to enable the airworthiness certificate maintain in full force all warranties 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) manufacturers thereof. Lessee shall maintain all records, logs, manuals, manufacturer's service bulletins, CAA and FAA airworthiness directives, engineering and modification orders, logs and other Records and data required by Finnish Applicable Law or such other Applicable Law of such other Applicable Jurisdiction as the case materials which may be, to be maintained in respect of the Airframe and each Engine; (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) the Lessee, at its own expense, forthwith upon the delivery thereof hereunder, shall cause the Aircraft to be duly registered (provided the Lessor or its designee is eligible to be the registered owner of the Aircraft) and at all times thereafter to remain duly registered in compliance (provided the Lessor or its designee is eligible to be the registered owner of the Aircraft) with all Finnish registration and airworthiness requirements or those of any other Applicable Jurisdiction, as the case may be. The Lessee agrees that permit the Airframe and each Engine to be so utilized. Lessee will not 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 applicable to the Aircraft and Engines. Neither the Airframe nor any Engine will be maintained, serviced, repaired, overhauled, tested, used or operated: (A) operated in violation of any law or any rule, regulation or order of any government or governmental authority having jurisdiction (domestic or foreign) or other Applicable Law ), or in violation of any airworthiness certificate, license or registration relating to the airworthiness certificates Airframe or such Engine issued by any such authority, and in the event that such laws, rules, regulations or orders require alteration of the Aircraft; Airframe or any Engine, Lessee, at its own cost and 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 (Bafter having delivered to Lessor and Agent an Officers' Certificate stating the facts with respect thereto), contest the validity or application of any such law, rule, regulation or order in any reasonable manner which does not, in Lessor's and Agent's opinion (in their sole discretion), adversely affect the interests of Lessor, Agent or any Lender. Lessee will not operate, use or locate the Airframe or any Engine, (I) in any area in which any insurance required to be maintained pursuant to Section 14 shall not be at the time in full force and effect, or in any area excluded from coverage byby 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 in any manner or for any purpose inconsistent with the terms of, any insurance required by the terms of Section 11 hereof; or (CII) in any recognized or threatened area of hostilities unless fully covered 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 Lessor's satisfaction by war risk insurance.Airframe or such Engine at the end of the term of such contract and for injury to persons or damage to property of others. Lessee shall not use the Aircraft nor suffer it to be used in any manner or for any purpose excepted from any of the insurance on or in respect of the Aircraft or for the purpose of carriage of goods of any description excepted from such insurance nor do, or permit to be

Appears in 1 contract

Sources: Lease Agreement (Atlas Air Inc)

Maintenance and Operation. (a) The Lessee, at its own cost and expense, will at all times Vessel shall during the Term: (i) cause the Aircraft to Charter period be in compliance with the full possession and at the absolute disposal for all CAA regulations applicable to ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ MD 82 aircraftpurposes of the Charterers and under their complete control in every respect. The Charterers shall maintain the Vessel, certificated for interstate her machinery, boilers, appurtenances and overseas operation under Finnish Applicable Law or such other Applicable Law spare parts in a good state of such other Applicable Jurisdictionrepair, as the case may be, in efficient operating condition and to be and remain duly registered with the CAA in accordance with good commercial maintenance practice and, except as provided for in Clause 13(f), they shall keep the Act Vessel with unexpired classification of the class indicated in Box 10 and with other required certificates in force at all times. The Charterers to take immediate shape to have the necessary repairs done within a reasonable time failing which the Owners shall have the right of withdrawing the Vessel from the service of the Charterers without noting any protest and without prejudice to any claim the Owners may otherwise have against the Charterers under the Charter. Unless otherwise agreed, in the event of any improvement, structural changes or expensive new equipment becoming necessary for the continued operation of the Vessel by reason of new class requirements or by compulsory legislation costing more than 5 per cent of the Vessel's marine insurance value as stated in Box 27, then the extent, if any, to which the rate of hire shall be varied and the ratio in which the cost of compliance shall be shared between the parties concerned in order to achieve a reasonable distribution thereof as between the Owners and the Charterers having regard, inter alia, to the length of the period remaining under the Charter, shall in the absence of agreement, be referred to arbitration, according to Clause 26. The Charterers are required to establish and maintain financial security or responsibility in respect of all or other pollution damages as required by any government, including federal, state or municipal or other division of authority thereof, to enable the Vessel, without penalty or charge, lawfully to enter, remain at, or leave any port, place, territorial or contiguous waters of any country, state or municipality in performance of the Charter without any delay. This obligation shall apply whether or not such requirements have been lawfully imposed by such government or division of authority thereof. The Charterers shall make and maintain all arrangements by bond or otherwise as may be necessary to satisfy such requirements at the Charterers' sole expense and the Charterers shall indemnify the Owners against all consequences whatsoever (including loss of time) for any failure or inability to do so. (b) The Charterers shall at their own expense and by their own procurement man, victual, navigate, operate, supply, fuel, and repair the Vessel whenever required during the Charter period and they shall pay 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 municipality and/or state taxes. The Master, officers and crew of the Vessel shall be the servants of the Charterers for all purposes whatsoever, even if for any reason appointed by the Owners. Charterers shall comply with the regulation regarding officers and crew in force in the country of the Vessel's flag or any other applicable law. (c) During the currency of this Charter, the Vessel shall retain her present name as indicated in Box 5 and shall remain under and fly the flag as indicated in Box 5. Provided, however, that the Charterers shall have the liberty to paint the Vessel in their own colours, install and display their funnel insignia and fly their own house flag. Painting and re-painting, installment and re-installment to be for the Charterers' account and time used thereby to count as time on hire. (d) The Charterers shall make no structural changes in the Vessel or changes in the machinery, boilers, appurtenances or spare parts thereof without in each instance first securing the Owners' approval thereof. If the Owners so agree, the Charterers shall, if the Owners so require, restore the Vessel to its former condition before the termination of the Charter. (e) The Charterers shall have the use of all outfit, equipment, and appliances on board the Vessel at the time of delivery, provided the name of their substantial equivalent shall be returned to 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 Owners on redelivery in the same in as good operating order and condition as when originally leased hereunderreceived, 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; (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 Charters 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 during the extent that Charter period replace such standards are required items of equipment as shall be so damaged or worn as to be complied with unfit for use. The Charterers are to procure that all repairs to or replacement of any damaged, worn or lost parts or equipment be effected in such manner (without regard both as regards workmanship and quality of material) as not to any exemption waiving or delaying compliance therewith applicable solely to diminish the Lessee's use value of the Aircraft Vessel. The Charterers have the right to fit additional equipment at their expense and risk but the Charterers shall remove such equipment at the end of the period of requested by the Owners. Any equipment including radio equipment ono hire on the Vessel at time of delivery shall be kept and maintained by the Charterers and the Charterers shall assume the obligations and liabilities of the Owners under any issued contracts in connection therewith and shall reimburse the Owners for all expenses incurred in connection therewith, also for any new equipment required in order to comply with radio requirements. (f) The Charterers shall dry-dock the Vessel and clean and paint her underwater parts whenever the same may be necessary, but not applicable or available generally to any one or more other European operators) and (ii) the Lessee, at its own expense, forthwith upon the less than once in every eighteen calendar months after delivery thereof hereunder, shall cause the Aircraft to be duly registered (provided the Lessor or its designee is eligible to be the registered owner of the Aircraft) and at all times thereafter to remain duly registered unless otherwise agreed in compliance (provided the Lessor or its designee is eligible to be the registered owner of the Aircraft) with all Finnish registration and airworthiness requirements or those of any other Applicable Jurisdiction, as the 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 Applicable Law or in violation of the airworthiness certificates of the Aircraft; (B) in any area excluded from coverage by, or in any manner or for any purpose inconsistent with the terms of, any insurance required by the terms of Section 11 hereof; or (C) in any recognized or threatened area of hostilities unless fully covered to the Lessor's satisfaction by war risk insuranceBox 18.

Appears in 1 contract

Sources: Memorandum of Agreement (Horizon Offshore Inc)