Required Modifications. 13 Section 9.2
Required Modifications. In the event a Required Modification to a Unit is required, Lessee agrees to make or cause to be made such Required Modification at its own expense; provided, however, that Lessee (or applicable Sublessee) may, in good faith and by appropriate proceedings diligently conducted, contest the validity or application of any such law, regulation, requirement or rule in any manner that does not materially interfere with the use, possession, subleasing, operation, maintenance or return of any Unit or materially adversely affect the rights or interests of Lessor or the Indenture Trustee in the Units or Subleases or expose Lessor, Policy Provider or the Indenture Trustee to criminal sanctions. Title to any Required Modification shall immediately vest in Lessor. Notwithstanding anything herein to the contrary, if Lessee determines in its reasonable judgment consistent with Prudent Industry Practice (as evidenced by an Officer's Certificate of Lessee to such effect, confirmed by an Officer's Certificate of the Manager) that any Required Modification to a Unit would be economically impractical, in lieu of making the Required Modification as provided above, Lessee may provide written notice of such determination to Lessor in such Officer's Certificate and treat such Unit as if an Event of Loss had occurred as of the date of such written notice with respect to such Unit and in such event the provisions of Sections 11.2(ii), 11.3 and 11.4 shall apply with respect to such Unit; provided, however, that Lessee shall not discriminate against such Unit in making such determination of economic impracticability as compared with other equipment of the same type and similarly situated that is owned or leased by Lessee or managed by Manager.
Required Modifications. In the event a Required Modification to a Portfolio Railcar is required, the Issuer agrees to make or cause to be made such Required Modification at its own expense; provided, that the Issuer (or applicable Lessee) may, in good faith and by appropriate proceedings diligently conducted, contest the validity or application of the law, rule, requirement or regulation requiring such Required Modification in any manner that does not (w) materially interfere with the use, possession, operation, maintenance or return of any Portfolio Railcar, (x) materially adversely affect the rights or interests of the Issuer or the Indenture Trustee in the Portfolio Railcars, (y) expose the Issuer or the Indenture Trustee to criminal sanctions, or (z) violate any maintenance requirements contained in any insurance policy required to be maintained by the Issuer under this Master Indenture if such violation would reasonably be expected to adversely affect the coverage thereunder; provided further, that the Issuer shall notify (or cause to be notified) the Indenture Trustee thereof, which notice shall also set forth the time period for the making of such Required Modification and the Issuer’s or Servicer’s reasonable estimate of the cost thereof; and, provided further, that if a Required Modification is economically impracticable, the Issuer may sell the affected Portfolio Railcar pursuant to a Scrap Value Disposition.
Required Modifications. In the event the AAR, the United ---------------------- States Department of Transportation or any other United States or state governmental agency or any other applicable law requires as a condition of continued use or operation of any such Unit that such Unit be altered or modified (a "Required Modification"), the Manager agrees to make or have made such Required Modification in accordance with the applicable Lease on behalf of the Company in a timely manner; provided, however, that the Manager may, on behalf of the Company, in good faith and by appropriate proceedings diligently conducted, contest the validity or application of any such law, regulation, requirement or rule in any reasonable manner which does not materially interfere with the use, possession, operation or return of any Unit or materially adversely affect the rights or interests of the Company or the applicable Lessor or Indenture Trustee in the Equipment or under the applicable Lease or other related Operative Agreement or otherwise expose the Company or such Lessor or such Indenture Trustee or any Participant to criminal or material financial sanctions or relieve the Company of the obligation to return the Equipment in compliance with the provisions of such Lease or other related Operative Agreement (or the obligations of the Manager hereunder in respect of such return). Promptly after the Manager becomes aware of the requirement to make a Required Modification, the Manager shall notify the Company, the Owner Trustees and the Indenture Trustees thereof, which notice shall also set forth the time period for the making of such Required Modification and the Manager's reasonable estimate of the cost thereof. If the Manager, on a non-discriminatory basis, believes that any Required Modification to a Unit would be economically impractical, it shall so advise the Company and, if directed by the Company, in lieu of making the Required Modification as provided above, the Manager shall provide written notice to the applicable Lessor that such Required Modification is economically impractical, and shall treat such Unit as if an Event of Loss had occurred as of the date of such written notice with respect to such Unit. In such event the provisions of the related Lease and this Agreement with respect to Events of Loss shall apply with respect to such Unit. In reaching any decision as to whether a Required Modification is economically impractical, the Manager shall assess the cost and timing of the R...
Required Modifications. Notwithstanding anything to the contrary herein, and without causing any breach or default under the Operative Documents, Midwest shall, in accordance with Section 7.4 of the Facility Lease, complete modifications to the Facility such that the Facility is capable of economic dispatch at full capacity or otherwise capable of participating as a capacity resource in PJM Interconnection’s (or its successor’s) market or other markets, in compliance in all material respects with all Environmental Laws (“Post-Modification Capability”). Such modifications may include, but are not limited to, gas additions, oil additions or installation of emissions controls; provided, however, that nothing herein shall be construed to require the Facility to be operated at baseload or in any particular dispatch profile. Any shutdowns of the Facility related to making the modifications described in this Section 5.9 and Section 7.4 of the Facility Lease shall not cause a breach or default under the Operative Documents; provided, however, that no such shutdown shall relieve Midwest of its obligations to make payment of Basic Lease Rent in accordance with Section 3.2 of the Facility Lease or Supplemental Rent in accordance with Section 3.3 of the Facility Lease.
Required Modifications. At all times during the Charter Period, ---------------------- Charterer shall make (or cause to be made) all Severable and Nonseverable Modifications to the Vessel as may be required from time to time to meet the requirements of clause (ii) of Article 11(a) or to maintain any insurance coverage required by Article 16 (subject to the qualifications set forth in such Article) unless Charterer shall have elected to terminate this Charter Party pursuant to Article 18 or unless the Charterer shall have made the election provided in Article 13(f). Charterer shall complete (or cause to be completed) all such Modifications in a good and workmanlike manner, with reasonable dispatch and in a manner (but only to the extent practicable in the case of Modifications to the Vessel required pursuant to clause (ii) of Article 11(a) or to maintain any insurance coverage required by Article 16) which does not decrease except to a de minimis extent the Fair Market Sales Value of the Vessel -- ------- or decrease the remaining useful life or utility of the Vessel or cause the Vessel to become "limited use property" within the meaning of Revenue Procedure 76-30.
Required Modifications. Subject to Article 6(d) below, Charterer, at its sole cost and expense, shall make all Modifications required by any applicable law or governmental action.
Required Modifications. In the event the Association of American Railroads, the United States Department of Transportation, or any other Mexican, United States or Canadian federal, state or local governmental authority having jurisdiction over the operation, safety or use of any Unit requires that such Unit be altered, replaced or modified (a “Required Modification”), Lessee agrees to make such Required Modification at its own expense; provided, however, that Lessee may, in good faith and by appropriate proceedings diligently conducted, contest the validity or application of any such law, regulation, requirement or rule in any reasonable manner which does not materially adversely affect the rights or interests of Lessor in the Equipment or hereunder or otherwise expose Lessor to criminal sanctions or relieve Lessee of the obligation to return the Equipment in compliance with the provisions of Section 6.2. Subject to Section 9.3, title to any Required Modification shall immediately vest in Lessor. Notwithstanding anything herein to the contrary, if Lessee determines in good faith that any Required Modification to a Unit would be economically impractical, it shall provide written notice of such determination to Lessor and the parties hereto shall treat such Unit as if an Event of Loss had occurred as of the date of such written notice with respect to such Unit and the provisions of Sections 11.2, 11.3 and 11.4 with respect to rent, termination and disposition shall apply with respect to such Unit unless Lessor, within 15 Business Days of such notice, elects to retain such Unit pursuant to Section 9.4.
Required Modifications. In the event the AAR, the United States Department of Transportation, or any other United States, or state governmental agency or any other applicable law or for Railcars to be used in Canada, by any Canadian, applicable provincial agency or other applicable law requires that any Railcar be altered, replaced, modified or retrofitted whether such requirement is imposed on the owner or for use in the ordinary course by an operator thereof (a “Required Modification”), the Borrower shall either (i) at its own expense make, or (ii) require the applicable Lessee to make, such Required Modification; provided, however, that the Borrower may, in good faith and by appropriate proceedings diligently conducted, contest the validity or application of any such law, regulation, requirement or rule in any reasonable manner which does not materially interfere with the use, possession, operation or return of any Eligible Railcar or materially adversely affect the rights or interests of the Administrative Agent in the Railcars or hereunder or otherwise expose the Administrative Agent or any Lender to civil, regulatory, administrative or criminal sanctions or injunctive relief. Notwithstanding anything herein to the contrary, if the Borrower determines in good faith that any Required Modification to a Railcar would be economically impractical, in lieu of making the Required Modification as provided above, the Borrower may provide written notice of such determination to the Administrative Agent and treat such Railcar as if an Event of Loss had occurred as of the date of such written notice with respect to such Railcar; provided that the Borrower shall not discriminate against such Railcar in making such determination of economic impracticality as compared with other equipment of the same type as such Railcar which is owned or leased by the Borrower.
Required Modifications. 13 Section 9.2 Optional Modifications................................................................... 13 Section 9.3 Removal of Property; Replacements........................................................ 14
