Common use of Replacement of Components; Removal of Property Clause in Contracts

Replacement of Components; Removal of Property. (i) In the ---------------------------------------------- ordinary course of maintenance, service, repair or testing during the Charter Period, any Component or Replacement Component may be removed and replaced with a Replacement Component and, upon such replacement, Charterer (or its designee) shall be entitled to retain the amount of the net proceeds of any sale or disposition of any such removed Component or Replacement Component. Any such Replacement Components shall be free and clear of all Liens, except Permitted Liens, and in as good operating condition as, and with a value, utility and useful life at least equal to, the Components or Replacement Components replaced, assuming such replaced Components or Replacement Components were in at least the condition and repair required to be maintained hereunder. Immediately upon any Replacement Component becoming incorporated in the Vessel without further act, (x) title to such Replacement Component thereupon shall vest in Owner and Owner's interest therein shall be subject to the Lien of the Indenture, (y) such Replacement Component shall become subject to this Charter Party and Owner's interest therein shall be deemed a part of the Vessel Interest for all purposes hereof to the same extent as the Component or Replacement Component it replaced and (z) title to such removed Component or Replacement Component shall vest in Charterer or such Person as shall be designated by Charterer, free and clear of all rights of Owner and the Indenture Trustee and shall no longer be deemed a Component or a Replacement Component hereunder. (ii) If, at any time during the Charter Period, Charterer shall conclude that any property included in the Vessel is obsolete, redundant or unnecessary and can be removed without diminishment of the value or utility of the Vessel or reduction of the remaining useful life of the Vessel and without causing the Vessel to become "limited use property" within the meaning of Revenue Procedure 76-30, Charterer may remove (or allow to be removed) such property and upon such removal, without further act, title to such property shall vest in Charterer or in such Person as shall be designated by Charterer, free of the Lien of the Indenture; provided that Charterer shall pay to Owner an -------- amount equal to any net proceeds from any sale or other disposition of any items of such property thereafter removed to the extent such net proceeds so allocated after the Closing Date exceed, in the aggregate, Five hundred thousand dollars ($500,000) (provided that -------- Charterer shall have no obligation to sell or otherwise dispose of (or cause to be sold or disposed) such property).

Replacement of Components; Removal of Property. (i) In the ---------------------------------------------- ordinary course of maintenance, service, repair or testing during the Charter Period, any Component or Replacement Component may be removed and replaced with a Replacement Component and, upon such replacement, Charterer (or its designee) shall be entitled to retain the amount of the net proceeds of any sale or disposition of any such removed Component or Replacement Component. Any such Replacement Components shall be free and clear of all Liens, except Permitted Liens, and in as good operating condition as, and with a value, utility and useful life at least equal to, the Components or Replacement Components replaced, assuming such replaced Components or Replacement Components were in at least the condition and repair required to be maintained hereunder. Immediately upon any Replacement Component becoming incorporated in the Vessel without further act, (x) title to such Replacement Component thereupon shall vest in Owner and Owner's interest therein shall be subject to the Lien of the Indenture, (y) such Replacement Component shall become subject to this Charter Party and Owner's interest therein shall be deemed a part of the Vessel Interest for all purposes hereof to the same extent as the Component or Replacement Component it replaced and (z) title to such removed Component or Replacement Component shall vest in Charterer or such Person as shall be designated by Charterer, free and clear of all rights of Owner and the Indenture Trustee and shall no longer be deemed a Component or a Replacement Component hereunder. (ii) If, at any time during the Charter Period, Charterer shall conclude that any property included in the Vessel is obsolete, redundant or unnecessary and can be removed without diminishment of the value or utility of the Vessel or reduction of the remaining useful life of the Vessel and without causing the Vessel to become "limited use property" within the meaning of Revenue Procedure 76-30, Charterer may remove (or allow to be removed) such property and upon such removal, without further act, title to such property shall vest in Charterer or in such Person as shall be designated by Charterer, free of the Lien of the Indenture; provided that Charterer shall pay to Owner an -------- amount equal to any net proceeds from any sale or other disposition of any items of such property thereafter removed to the extent such net proceeds so allocated after the Closing Date exceed, in the aggregate, Five hundred thousand dollars ($500,000) (provided that -------- Charterer shall have no obligation to sell or -------- otherwise dispose of (or cause to be sold or disposed) such property).

Replacement of Components; Removal of Property. (ia) In the ---------------------------------------------- ordinary course of maintenance, service, repair or testing during the Charter Periodtesting, any Component or Replacement Component may be removed and replaced with a Replacement Component and, upon such replacement, Charterer (or its designee) shall be entitled to retain the amount of the net proceeds of any sale or disposition of any such removed Component or Replacement Component. Any such Replacement Components Component shall be free and clear of all Liens, except Permitted Liens, and in as good operating condition as, and with a value, utility and useful life at least equal to, the Components Component or Replacement Components Component replaced, assuming such replaced Components Component or Replacement Components were Component was in at least the condition and repair required to be maintained hereunder. Immediately upon any Replacement Component becoming incorporated in the Vessel Facility Assets, without further act, (xi) title to such Replacement Component - thereupon shall vest in Owner the Lessor and Owner's interest therein shall be subject to the Lien of the Indenture, (yii) such Replacement Component shall become subject to this Charter Party Lease and Owner's interest therein shall be deemed -- a part of the Vessel Interest Facility Assets for all purposes hereof to the same extent as the Component or Replacement Component it replaced and (ziii) title to such removed --- Component or Replacement Component shall vest in Charterer the Lessee or such Person as shall be designated by Chartererthe Lessee, free and clear of all rights of Owner and the Lessor, the Indenture Trustee and any Person claiming through the Lessor or the Indenture Trustee and all Lessor's Liens and Owner Participant's Liens, and shall no longer be deemed a Component or a Replacement Component hereunder. (iib) If, at any time during the Charter PeriodLease Term, Charterer the Lessee (or the Operator) shall conclude that any property included in the Vessel Facility Assets is obsolete, redundant or unnecessary and can be removed without diminishment of the value or utility of the Vessel Facility Assets or reduction of the remaining useful life of the Vessel Facility Assets and without causing the Vessel Facility Assets to become "limited use property" within the meaning of Revenue Procedure 76-30, Charterer the Lessee may remove (or allow to be removed) such property and upon such removal, without further act, title to such property shall vest in Charterer the Lessee or in such Person as shall be designated by Chartererthe Lessee, free of the Lien of the Indenture; provided that Charterer shall pay . In addition, notwithstanding anything contained in this Lease to Owner the contrary but subject to Section 8 hereof, if an -------- amount equal event occurs with respect to any net proceeds from Component or Components (or any sale Replacement Component or other disposition Replacement Components) which would constitute an Event of any items of Loss if such property thereafter removed event occurred with respect to the extent such net proceeds so allocated after Facility Assets or a Significant Portion thereof, the Closing Date exceed, in the aggregate, Five hundred thousand dollars ($500,000) (provided that -------- Charterer Lessee shall have no obligation to sell pay any Stipulated Loss Value in respect of, or to otherwise dispose of replace, repair or rebuild, such Component or Components (or cause any Replacement Component or Replacement Components), so long as the absence or condition of such Component or Components (or any Replacement Component or Replacement Components) is not material to be sold or disposed) such property)the overall operation of the Facility Assets.

Replacement of Components; Removal of Property. (i) In the ordinary ---------------------------------------------- ordinary course of maintenance, service, repair or testing during the Charter Period, any Component or Replacement Component may be removed and replaced with a Replacement Component and, upon such replacement, Charterer (or its designee) shall be entitled to retain the amount of the net proceeds of any sale or disposition of any such removed Component or Replacement Component. Any such Replacement Components shall be free and clear of all Liens, except Permitted Liens, and in as good operating condition as, and with a value, utility and useful life at least equal to, the Components or Replacement Components replaced, assuming such replaced Components or Replacement Components were in at least the condition and repair required to be maintained hereunder. Immediately upon any Replacement Component becoming incorporated in the Vessel without further act, (x) title to such Replacement Component thereupon shall vest in Owner U.K. Lessor and Owner's interest therein under the Head Lease shall be subject to the Lien of the Indenture, (y) such Replacement Component shall become subject to this Charter Party and Owner's interest therein under the Head Lease shall be deemed a part of the Vessel Interest for all purposes hereof to the same extent as the Component or Replacement Component it replaced and (z) title to such removed Component or Replacement Component shall vest in Charterer or such Person as shall be designated by Charterer, free and clear of all rights of Owner and the Indenture Trustee and shall no longer be deemed a Component or a Replacement Component hereunder. (ii) If, at any time during the Charter Period, Charterer shall conclude that any property included in the Vessel is obsolete, redundant or unnecessary and can be removed without diminishment of the value or utility of the Vessel or reduction of the remaining useful life of the Vessel and without causing the Vessel to become "limited use property" within the meaning of Revenue Procedure 76-30, Charterer may remove (or allow to be removed) such property and upon such removal, without further act, title to such property shall vest in Charterer or in such Person as shall be designated by Charterer, free of the rights of U.K. Lessor and the Lien of the Indenture; provided that Charterer shall pay to Owner an -------- amount equal to account for any net proceeds from any sale or other disposition of any items of such property thereafter removed to in accordance with the extent such net proceeds so allocated after provisions of Schedule 2B and Articles 13 and 14 of the Closing Date exceed, in the aggregate, Five hundred thousand dollars ($500,000) (provided that -------- Charterer shall have no obligation to sell or otherwise dispose of (or cause to be sold or disposed) such property)Joint Venture Agreement.

Replacement of Components; Removal of Property. (ia) In the ---------------------------------------------- --------------------------------------------- ordinary course of maintenance, service, repair or testing during the Charter Periodtesting, any Component or Replacement Component may be removed and replaced with a Replacement Component and, upon such replacement, Charterer MCFT (or its designee) shall be entitled to retain the amount of the net proceeds of any sale or disposition of any such removed Component or Replacement Component. Any such Replacement Components shall be free and clear of all Liens, except Permitted Liens, and in as good operating condition as, and with a value, utility and useful life at least equal to, the Components or Replacement Components replaced, assuming such replaced Components or Replacement Components were in at least the condition and repair required to be maintained hereunder. Immediately upon any Replacement Component becoming incorporated in the Vessel Facility Assets, without further act, (xi) title to such Replacement Component thereupon shall vest in Owner and Owner's interest therein shall be become subject to the Lien of the Indenture, (yii) such Replacement Component shall become subject to this Charter Party and Owner's interest therein shall be deemed a part of the Vessel Interest Facility Assets for all purposes hereof to the same extent as the Component or Replacement Component it replaced and (ziii) title to such removed Component or Replacement Component shall vest in Charterer MCFT or such Person as shall be designated by ChartererMCFT, free and clear of all rights of Owner and the Indenture Trustee and shall no longer be deemed a Component or a Replacement Component hereunder. (iib) If, at any time during MCFT (or the Charter Period, Charterer Operator) shall conclude that any property included in the Vessel Facility Assets is obsolete, redundant or unnecessary and can be removed without diminishment of the value or utility of the Vessel Facility Assets or reduction of the remaining useful life of the Vessel and without causing the Vessel to become "limited use property" within the meaning of Revenue Procedure 76-30Facility Assets, Charterer MCFT may remove (or allow to be removed) such property and upon such removal, without further act, title to such property shall vest in Charterer MCFT or in such Person as shall be designated by ChartererMCFT, free of the Lien of this Indenture. In addition, notwithstanding anything contained in this Indenture to the Indenture; provided that Charterer shall pay to Owner contrary, if an -------- amount equal event occurs with respect to any net proceeds from Component or Components or any sale Replacement Component or other disposition Replacement Components) which would constitute an Event of any items of Loss if such property thereafter removed event occurred with respect to the extent such net proceeds so allocated after the Closing Date exceedFacility Assets or a Significant Portion thereof, in the aggregate, Five hundred thousand dollars ($500,000) (provided that -------- Charterer MCFT shall have no obligation to sell redeem or pay any amounts with respect to a redemption (including, without limitation, principal, Make-Whole Amount, if any, or interest) of any Secured Note in respect of, or to otherwise dispose of replace, repair or rebuild, such Component or Components (or cause any Replacement Component or Replacement Components), so long as the absence or condition of such Component or Components (or any Replacement Component or Replacement Components) is not material to be sold or disposed) such property)the overall operation of the Facility Assets.

Replacement of Components; Removal of Property. (i) In the ---------------------------------------------- ordinary course of maintenance, service, repair or testing during the Charter Period, any Component or Replacement Component may be removed and replaced with a Replacement Component and, upon such replacement, Charterer (or its designee) shall be entitled to retain the amount of the net proceeds of any sale or disposition of any such removed Component or Replacement Component. Any such Replacement Components shall be free and clear of all Liens, except Permitted Liens, and in as good operating condition as, and with a value, utility and useful life at least equal to, the Components or Replacement Components replaced, assuming such replaced Components or Replacement Components were in at least the condition and repair required to be maintained hereunder. Immediately upon any Replacement Component becoming incorporated in the Vessel without further act, (x) title to such Replacement Component thereupon shall vest in Owner U.K. Lessor and Owner's interest therein under the Head Lease shall be subject to the Lien of the Indenture, (y) such Replacement Component shall become subject to this Charter Party and Owner's interest therein under the Head Lease shall be deemed a part of the Vessel Interest for all purposes hereof to the same extent as the Component or Replacement Component it replaced and (z) title to such removed Component or Replacement Component shall vest in Charterer or such Person as shall be designated by Charterer, free and clear of all rights of Owner and the Indenture Trustee and shall no longer be deemed a Component or a Replacement Component hereunder. (ii) If, at any time during the Charter Period, Charterer shall conclude that any property included in the Vessel is obsolete, redundant or unnecessary and can be removed without diminishment of the value or utility of the Vessel or reduction of the remaining useful life of the Vessel and without causing the Vessel to become "limited use property" within the meaning of Revenue Procedure 76-30, Charterer may remove (or allow to be removed) such property and upon such removal, without further act, title to such property shall vest in Charterer or in such Person as shall be designated by Charterer, free of the rights of U.K. Lessor and the Lien of the Indenture; provided that -------- Charterer shall pay to Owner an -------- amount equal to account for any net proceeds from any sale or other disposition of any items of such property thereafter removed to in accordance with the extent such net proceeds so allocated after provisions of Schedule 2B and Articles 13 and 14 of the Closing Date exceed, in the aggregate, Five hundred thousand dollars ($500,000) (provided that -------- Charterer shall have no obligation to sell or otherwise dispose of (or cause to be sold or disposed) such property)Joint Venture Agreement.