Exhibit 10.45
M&T CREDIT SERVICES,
LLC
MASTER EQUIPMENT LEASE
Lease Date: October 29,
2004
Lessee : MARTEK BIOSCIENCES KINGSTREE CORPORATION, a
corporation organized and registered under the laws of the State of
Delaware.
Chief executive
office: 6480 Dobbin Road, Columbia, Maryland 21045.
Lessor:
M & T CREDIT SERVICES, LLC, a
New York corporation having its chief executive office at M & T
Center, One Fountain Plaza, Buffalo, New York 14203, Attn:
Counsel’s Office.
1. Lease.
Subject to the terms hereof, Lessor
shall lease to Lessee, and Lessee shall lease from Lessor, the
units of personal property described on each Equipment Schedule
together with all substitutions, replacements, repairs, upgrades,
additions, accessories, products and proceeds (collectively, the
“Equipment” and separately, a “Unit”)
described on each Equipment Schedule (together with all riders and
schedules thereto, each an “Equipment Schedule” or
“Schedule”) now or hereafter executed pursuant to this
Lease, each of which shall incorporate all the terms and conditions
of this Master Equipment Lease. Each Schedule shall constitute a
separate lease and the term “Lease” as used below shall
refer to an individual Schedule which incorporates this Master
Equipment Lease, together with the Certificate of Acceptance for
that Schedule. In case of inconsistency, the terms of the Schedule
shall control.
2. Term.
The term of this Lease shall consist
of (a) the Interim Term, if any, (b) the Base Term, and
(c) the renewal term, if any. The Interim Term, if any, shall
commence on the date of the Lessee’s execution of the
Certificate of Acceptance (provided such date is other than the
first of the month) (“Acceptance Date”) and shall
extend to the last day of that month (the “Interim
Term”). The Base Term shall commence on the first day of the
month following the Interim Term, if any, and shall continue for
the number of periods specified on the Schedule (the “Base
Term”). If the Acceptance Date is the first day of the month
there shall be no Interim Term. Lessor is authorized to enter the
commencement date and other ministerial information on the Schedule
upon receipt of the Certificate of Acceptance. The terms and
conditions of this Lease shall continue in effect during any
renewal term.
3. Rent; Late
Charge. Lessee agrees to
pay directly to Lessor at the above address or to Lessor’s
assignee the rental payments plus any interim rent as specified on
the Equipment Schedule together with all other amounts which may
become due under this Lease (the “Rent”). All Rent
shall be paid without notice, setoff or demand. If any Rent is not
received within ten (10) days of the due date, Lessor may
charge and Lessee shall be obligated to pay a late charge in the
amount specified on the Schedule, or, if none is so specified, five
percent (5%) of the delinquent amount.
4. Net Lease; Lessee’s
Obligations Absolute. Upon Lessee’s execution thereof, each
Schedule shall constitute a non-cancelable net lease, and
Lessee’s obligation to pay Rent, and otherwise to perform its
obligations under or with respect to such Schedule and all of the
other documents executed in connection therewith, are and shall be
absolute and unconditional and shall not be affected by any
circumstances whatsoever, including any right of setoff,
counterclaim, recoupment, deduction, defense or other right which
Lessee may have against Lessor, the manufacturer or vendor of the
Equipment (the “Vendor”), or anyone else, for any
reason whatsoever (each, an “Abatement”).
5. Disclaimer of Warranties;
Lessee’s Obligations. THE EQUIPMENT IS LEASED HEREUNDER
“AS IS, WHERE IS.” LESSEE ACKNOWLEDGES THAT FOR THE
PURPOSES OF UCC ARTICLE 2A THIS IS A FINANCE LEASE AND LESSOR IS
NOT AN AGENT OF THE MANUFACTURER OR VENDOR OF THE EQUIPMENT. LESSEE
SELECTED THE EQUIPMENT AND VENDOR. LESSEE IS SATISFIED THAT THE
EQUIPMENT IS SUITABLE AND FIT FOR LESSEE’S PURPOSES. LESSOR
MAKES NO WARRANTY EITHER EXPRESS OR IMPLIED, AS TO, WITHOUT
LIMITATION, QUALITY, CONDITION, MERCHANTABILITY, DESIGN, CAPACITY,
WORKMANSHIP OR PERFORMANCE OF THE EQUIPMENT, OR ITS FITNESS FOR ANY
PARTICULAR PURPOSE. No
defect or unsuitability of the Equipment or delay in delivery shall
relieve Lessee of the obligation to pay Rent or any other
obligation under this Lease. Lessor hereby assigns to Lessee any
interest it may have in manufacturers’ warranties which
Lessee may enforce in Lessee’s name and at Lessee’s
sole expense. Lessee knows it may have rights under any vendor
purchase documents and can contact the Vendor if any for a
description of such rights.
6. Title, Granting
Clause. (a) Lessee
and Lessor intend that: (1) each Schedule, incorporating by
reference the terms of this Lease, constitutes a true
“lease” and a “finance lease” as such terms
are defined in Article 2A of the Uniform Commercial Code, as
in effect in the State of New York (“UCC”) and not a
sale or retention of a security interest; and (2) Lessor is
the owner of each item of Equipment, and Lessee shall not acquire
any right, title or interest in or to such Equipment except the
right to use it in accordance with the terms of the related
Schedule. (b) In order to secure the prompt payment of the
Rent and all of the other amounts from time to time outstanding
with respect hereto and to each Schedule, and the performance and
observance by Lessee of all of the provisions hereof and thereof,
Lessee hereby collaterally assigns, grants, and conveys to Lessor,
a security interest in and lien on all of Lessee’s right,
title and interest in and to all of the following (whether now
existing or hereafter created, and including any other collateral
described on any rider hereto; the “Collateral”): (1)
(if contrary to the parties’ intentions a court determines
that such Schedule is not a true “lease” under the UCC)
the Equipment described in such Schedule or otherwise covered
thereby (including all inventory, fixtures or other property
comprising the Equipment), together with all related software
(embedded therein or otherwise), all additions, attachments,
accessories and accessions thereto whether or not furnished by the
Vendor; (2) all subleases, chattel paper, accounts, security
deposits, and general intangibles relating thereto, and any and all
substitutions, replacements or exchanges for any such item of
Equipment or other collateral, in each such case in which Lessee
shall from time to time acquire an interest; and (3) any and
all insurance and/or other proceeds of the property and other
collateral in and against which a security interest is granted
hereunder; provided, however, that in no event shall the Equipment
or the collateral include piping and other support infrastructure
not specifically identified on any Schedule. The collateral
assignment, security interest and lien granted herein shall survive
the termination, cancellation or expiration of each Schedule until
such time as Lessee’s obligations thereunder and under all
Schedules are fully and indefeasibly discharged.
7. Assignment
. (a) LESSEE SHALL NOT ASSIGN,
DELEGATE, TRANSFER OR ENCUMBER ANY OF ITS RIGHTS OR OBLIGATIONS
HEREUNDER OR UNDER ANY SCHEDULE, OR ITS LEASEHOLD INTEREST OR ANY
COLLATERAL, SUBLET THE EQUIPMENT OR OTHERWISE PERMIT THE EQUIPMENT
TO BE OPERATED OR USED BY, OR TO COME INTO OR REMAIN IN THE
POSSESSION OF, ANYONE BUT LESSEE. (b) Lessor may at any time
with or without notice to Lessee grant a security interest in,
sell, assign, delegate or otherwise transfer (an
“Assignment”) all or any part of its interest in the
Equipment, this Lease or any Schedule and any related documents or
any Rent thereunder, or the right to enter into any Schedule, and
Lessee shall perform all of its obligations thereunder, to the
extent so transferred, for the benefit of the beneficiary of such
Assignment (such beneficiary, including any successors and assigns,
an “Assignee”). Lessee agrees not to assert against any
Assignee any Abatement (without limiting the provisions of
Section 4) or claim that Lessee may have against Lessor, and
Assignee shall not be bound by, or otherwise required to perform
any of Lessor’s obligations, unless Assignee is an Affiliate
of Lessor or Lessor’s
obligations are expressly assumed
by such Assignee. Lessor shall be relieved of any such assumed
obligations. If so directed in writing, Lessee shall pay all Rent
and all other sums that become due under the assigned Schedule
directly to the Assignee or any other party designated in writing
by Lessor or such Assignee. Lessee acknowledges that Lessor’s
right to enter into an Assignment is essential to Lessor and,
accordingly, waives any restrictions under applicable law with
respect to an Assignment and any related remedies. Upon the request
of Lessor or any Assignee, Lessee also agrees (i) to promptly
execute and deliver to Lessor or to such Assignee an acknowledgment
of the Assignment in form and substance satisfactory to the
requesting party, an insurance certificate and such other documents
and assurances reasonably requested by Lessor or Assignee, and
(ii) to comply with all other reasonable requirements of any
such Assignee in connection with any such Assignment. Upon such
Assignment and except as may otherwise be provided herein, all
references in this Lease to “Lessor” shall include such
Assignee. (c) Subject always to the foregoing, this Lease and
each Schedule shall inure to the benefit of, and are binding upon,
Lessee’s and Lessor’s respective successors and
assigns.
8. Risk of
Loss.
(a) At all
times until the Equipment is returned to Lessor in accordance with
this Lease, Lessee shall bear the risk of loss, theft,
confiscation, taking, unavailability, damage or partial destruction
of the Equipment and shall not be released from its obligations
under this Lease in any such event.
(b) Lessee
shall provide prompt written notice to Lessor of any Total Loss (as
hereafter defined) or any material damage to the Equipment. Any
such notice must be provided together with any damage reports
provided to any governmental authority, the insurer or Vendor, and
any documents pertaining to the repair of such damage, including
copies of work orders, and all invoices for related
charges.
(c) Without
limiting any other provision hereof, Lessee shall repair all damage
to any item of Equipment from any and all causes, other than a
Total Loss, so as to cause it to be in the condition and repair
required by this Lease.
(d) A
“Total Loss” shall be deemed to have occurred to an
item of Equipment upon: (1) the actual or constructive total
loss of any item of the Equipment, (2) the loss,
disappearance, theft or destruction of any item of the Equipment,
or damage to any item of the Equipment that is uneconomical to
repair or renders it unfit for normal use, or (3) the
condemnation, confiscation, requisition, seizure, forfeiture or
other taking of title to or use of any item of the Equipment or the
imposition of any lien thereon by any governmental authority. On
the next rent payment date following a Total Loss (a “Loss
Payment Date”), Lessee shall pay to Lessor the Rent due on
that date plus the Stipulated Loss Value of the item or items of
the Equipment with respect to which the Total Loss has occurred
(the “Lost Equipment”), together with any other
payments due hereunder with respect to the Lost Equipment. Upon
making such payment, (i) Lessee’s obligation to pay
future Rent shall terminate solely with respect to the items of
Lost Equipment so paid for, but Lessee shall remain liable for, and
pay as and when due, all other payments, and (ii) Lessor shall
convey to Lessee all of Lessor’s right, title and interest in
the Lost Equipment, “ AS IS WHERE IS ”, but
subject to the requirements of any third party insurance carrier in
order to settle an insurance claim. As used in this Lease,
“Stipulated Loss Value” shall mean the product of the
Total Invoice Cost (as specified in the applicable Schedule) of the
Lost Equipment, times the “termination value % of cost”
applicable to the Loss Payment Date, as set forth on the schedule
of Stipulated Loss Values attached to such Schedule. After the
final rent payment date of the Base Term or any renewal term of a
Schedule, the Stipulated Loss Value shall be determined as of the
last rent payment date during the applicable term of such Schedule,
and the applicable percentage factor shall be the last percentage
factor set forth on the schedule of Stipulated Loss Values
incorporated in such Schedule.
(e) Lessor
shall be under no duty to Lessee to pursue any claim against any
person in connection with a Total Loss or other loss or
damage.
(f) If Lessor
receives a payment under an insurance policy required under this
Lease in connection with any Total Loss or other loss of or damage
to an item of Equipment, and such payment is both unconditional and
indefeasible, then provided Lessee shall have complied with the
applicable provisions of this Section, Lessor shall either
(1) if received pursuant to a Total Loss, remit such proceeds
to Lessee up to an amount equal to the amount paid by Lessee to
Lessor as the Stipulated Loss Value, or credit such proceeds
against any amounts owed by Lessee pursuant to Section 8(d),
or (2) if received with respect to repairs made pursuant to
Section 8(c), remit such proceeds to Lessee up to an amount
equal to the amount of the costs of repair actually incurred by
Lessee, as established to Lessor’s satisfaction.
9. Representations and
Warranties of Lessee. Lessee represents, warrants and agrees that, as
of the effective date of this Lease and of each
Schedule:
(a) Lessee
has the form of business organization indicated, and is and will
remain duly organized and existing in good standing under the laws
of the state specified, under Lessee’s signature and is duly
qualified to do business wherever necessary to perform its
obligations under this Lease and the other documents executed in
connection herewith (“Lease Documents”), including each
jurisdiction in which the Equipment is or will be located.
Lessee’s legal name is as shown in the preamble of this
Lease. Within the previous five (5) years, Lessee has not
changed its name, done business under any other name, or merged or
been the surviving entity of any merger, except as disclosed to
Lessor in writing or as disclosed in public filings made by Parent
with the Securities and Exchange Commission.
(b) The Lease
Documents (1) have been duly authorized by all necessary
action consistent with Lessee’s form of organization,
(2) do not require the approval of, or giving notice to, any
governmental authority, (3) do not contravene or constitute a
default under any applicable law, Lessee’s organizational
documents, or any agreement, indenture, or other instrument to
which Lessee is a party or by which it may be bound, and
(4) constitute legal, valid and binding obligations of Lessee
enforceable against Lessee, in accordance with the terms
thereof.
(c) There are
no pending actions or proceedings to which Lessee is a party, and
there are no other pending or threatened actions or proceedings of
which Lessee has knowledge, before any court, arbitrator or
administrative agency, which, either individually or in the
aggregate, would result in a judgment or judgments against Lessee
for the payment of money aggregating in excess of Two Million
Dollars ($2,000,000.00).
(d) All of
the Equipment covered by such Schedule is located solely in the
jurisdiction(s) specified in such Schedule.
(e) Under the
applicable laws of each such jurisdiction, such Equipment consists
(and shall continue to consist) solely of personal property and not
fixtures. Such Equipment is removable from and is not essential to
the premises at which it is located.
(f) The
financial statements of Lessee (copies of which have been furnished
to Lessor) have been prepared in accordance with generally accepted
accounting principles consistently applied (“GAAP”),
and fairly present Lessee’s financial condition and the
results of its operations as of the date of and for the period
covered by such statements.
10. Use and
Maintenance .
(a) Lessee
shall (1) use the Equipment solely in its present location and
in the conduct of its business, for the purpose for which the
Equipment was designed, in a careful and proper manner, and shall
not permanently discontinue use of the Equipment; (2) operate,
maintain, service and repair the Equipment, and maintain all
records and other materials relating thereto, (A) in
accordance and consistent with (i) the manufacturer’s
recommendations and all maintenance and operating manuals or
service agreements, whenever furnished or entered into, including
any subsequent amendments or replacements thereof, issued by the
manufacturer or service provider, (ii) the requirements of all
applicable insurance policies, (iii) the purchase documents
pursuant to which the Equipment was acquired, so as to preserve all
of Lessee’s and Lessor’s rights thereunder, including
all rights to any warranties, indemnities or other rights or
remedies, (iv) all applicable laws, and (v) the prudent
practice of other similar companies in the same business as Lessee,
but in any event, to no lesser standard than that employed by
Lessee for comparable equipment owned or leased by it; and
(B) without limiting the foregoing, so as to cause the
Equipment to be in good repair and operating condition and in at
least the same condition as when delivered to Lessee hereunder,
except for ordinary wear and tear resulting despite Lessee’s
full compliance with the terms hereof; and (3) not attach or
incorporate the Equipment to or in any other property in such a
manner that the Equipment may be deemed to have become an accession
to or a part of such other property.
(b) Within a
reasonable time, Lessee will replace any parts of the Equipment
which become worn out, lost, destroyed, damaged beyond repair or
otherwise unfit for use, by new or reconditioned replacement parts
which are free and clear of all liens and have a value, utility and
remaining useful life at least equal to the parts replaced
(assuming that they were in the condition required by this Lease).
Any modification or addition to the Equipment that is required by
this Lease shall be made by Lessee. Title to all such parts,
modifications and additions to the Equipment immediately shall vest
in Lessor, without any further action by Lessor or any other
person, and they shall be deemed incorporated in the Equipment for
all purposes of the related Schedule. Unless replaced in accordance
with this Section, Lessee shall not remove any parts originally or
from time to time attached to the Equipment, if such parts are
essential to the operation of the Equipment, are required by any
other provision of this Lease or cannot be detached from the
Equipment without materially interfering with the operation of the
Equipment or adversely affecting the value, utility and remaining
useful life which the Equipment would have had without the addition
of such parts. Except as permitted in this Section, Lessee shall
not make any material alterations to the Equipment.
(c) Upon
forty-eight (48) hours’ notice, Lessee shall afford
Lessor and/or its designated representatives access to the premises
where the Equipment is located for the purpose of inspecting such
Equipment and all applicable maintenance or other records relating
thereto at any reasonable time during normal business hours;
provided, however, if an Event of Default or a default of any of
the terms of any of the Lease Documents shall have occurred and
then be continuing, no notice of any inspection by Lessor shall be
required. If any material discrepancies are found as they pertain
to the general condition of the Equipment, Lessor will communicate
these discrepancies to Lessee in writing. Lessee shall then have
thirty (30) days to rectify these discrepancies at its sole
expense. Lessee shall pay all expenses of a re-inspection by
Lessor’s appointed representative, if corrective measures
were required.
11. Insurance.
Lessee shall maintain at its own
expense and at all times property damage, fire, theft and
comprehensive insurance for the full replacement value of the
Equipment with loss payable provisions in favor of Lessor as loss
payee as its interests may appear and maintain public liability
insurance in the amounts required by Lessor for the relevant
Schedule, naming Lessor as additional insured, all under policies
in form, substance and amount and written by companies approved by
Lessor. All policies will require thirty (30) days’
prior written notice to Lessor of any amendment or cancellation. If
Lessee fails to obtain the insurance as provided herein, Lessor
may, but is not obligated, to obtain such insurance as Lessor may
deem appropriate
including, if it so chooses,
“single interest insurance” which will cover only
Lessor’s interest in the Equipment. Lessee shall pay to
Lessor for the cost of such insurance. Subject to the provisions of
Section 8(f) hereof, Lessor shall have the option to apply any
insurance proceeds toward Rent or apply the insurance proceeds
towards repair or replacement of the item of Equipment in respect
of which such proceeds were received; provided, however that if no
Total Loss has occurred and no Event of Default shall have occurred
and be continuing, Lessor shall make all insurance proceeds
available for the repair of the Equipment. Upon the request of
Lessor, Lessee shall from time to time deliver to Lessor such
insurance policies, or other evidence of such policies satisfactory
to Lessor and such other related information Lessor may
request.
12. Compliance.
Lessee shall comply in all material
respects with all material governmental laws, regulations,
requirements and rules, including without limitation environmental
and licensing laws. Lessee shall also comply with all
manufacturer’s operating instructions and warranty
requirements for the Equipment, and with the conditions and
requirements of all policies of insurance with respect to the
Equipment and this Lease.
13. Taxes and
Costs. Lessee shall pay
all applicable sales, use and other taxes whether or not stated on
the Schedule (including without limitation any amounts due pursuant
to increases in rates effective during the term of this Lease),
license and registration fees, assessments and other government
charges, however designated, based upon the Equipment or the Rent
or upon the operation, maintenance, repair, return or other
disposition of the Equipment, or for titling or registering the
Equipment, including taxes measured by the net income of Lessor to
the extent that such taxes are assessed in lieu of other
governmental charges relating to the sale, use, titling or
registration of the Equipment. If Lessee represents that Lessee is
exempt from payment of income taxes and sales taxes, Lessee will
provide Lessor with evidence of such exemptions. Lessee shall pay
all shipping and delivery charges and other expenses incurred in
connection with the Equipment and pay all lawful claims which might
become a lien on the Equipment. Lessee will also pay all costs and
expenses (including all reasonable fees and disbursements of all
counsel retained for advice, suit, appeal or other proceedings or
purpose and of any experts or agents it may retain), which Lessor
may incur in connection with (i) the administration of this
Lease, including any administrative fees Lessor may impose for the
preparation of discharges, releases or assignments to
third-parties; (ii) the enforcement and collection of any Rent
or any guaranty thereof; (iii) the exercise, performance,
enforcement or protection of any of the rights of Lessor hereunder;
or (iv) the failure of Lessee to perform or observe any provisions
hereof. After such demand for payment of any cost, expense or fee
under this Section or elsewhere under this Lease, Lessee shall pay
interest at the rate interest accrues on judgments in the State of
New York from the date payment is demanded by Lessor to the date
reimbursed by Lessee. All such costs, expenses or fees under this
Lease shall be added to the Rent, and shall be due and payable on
demand.
14. Application of
Payments. Payment shall
be applied first to Lessor’s costs and Expenses including
without limitation reasonable attorney’s fees, collection
costs and expenses incurred in performing Lessee’s
obligations under this Lease, next to charges and fees such as late
charges, and last to Rent.
15. General
Indemnity. Lessee shall
indemnify Lessor, its Affiliates and any Assignee and each of their
respective officers, employees, accountants, attorneys and other
agents (each such person being an “Indemnified Party”)
on demand, without any limitation as to amount, against each
liability, cost and expense (including all reasonable fees and
disbursements of all counsel retained for advice, suit, appeal or
other proceedings or purpose, and of any expert or agents an
Indemnified Party may retain) heretofore or hereafter imposed on,
incurred by or asserted against any Indemnified Party (including
any claim involving any allegation of any violation of applicable
law of any governmental authority (including any environmental law
or criminal law)), however asserted and whether now existing or
hereafter arising, arising out of or in connection with the
manufacture, purchase, ownership, delivery, installation,
possession, use, storage, operation, failure, maintenance, repair,
return, repossession or other disposition of the Equipment or with
this Lease
including without limitation
claims for injury to or death of persons and for damage to property
(collectively “Claims”); provided, however, the
foregoing indemnity shall not apply to: (a) any liability,
cost or expense incurred by any Indemnified Party in connection
with any challenge by or dispute with any governmental authority
arising out of or in connection with the accounting treatment of
this Lease which is adopted (or proposed to be adopted) by such
Indemnified Party, or a determination by any governmental authority
that any such accounting treatment is unavailable or invalid, or
(b) any liability, cost or expense solely attributable to an
Indemnified Party’s gross negligence or willful misconduct.
Lessee shall give Lessor and any Assignee prompt notice of any
Claim. This indemnity agreement shall survive the termination of
this Lease
16. Redelivery
.
(a) Lessee
shall provide written notice to Lessor not less than one hundred
eighty (180) days and not more than two hundred seventy
(270) days prior to the expiration of the term of this Lease
with respect to the first Schedule to be executed under this Lease
(or of any renewal thereof, if applicable) of Lessee’s intent
to return the Equipment to Lessor upon the expiration of the term
of this Lease (“Election Notice”). Such notice shall be
irrevocable and shall be effective with respect to all Equipment
leased under all Schedules. IF LESSEE FAILS TO PROVIDE THE
FOREGOING NOTICE IN A TIMELY MANNER, THE TERMS OF THE SCHEDULES
AUTOMATICALLY SHALL BE DEEMED TO HAVE BEEN EXTENDED, WHICH
EXTENSION SHALL CONTINUE UNTIL ONE HUNDRED EIGHTY (180) DAYS
AFTER THE DATE ON WHICH LESSEE PROVIDES THE REQUIRED NOTICE, DURING
WHICH EXTENSION PERIOD LESSEE SHALL CONTINUE TO PAY TO LESSOR PER
DIEM RENT AT THE LAST PREVAILING LEASE RATE UNDER THE APPLICABLE
SCHEDULES; provided, however that Lessor may elect to terminate
such extension at any time upon ten (10) days written notice
to Lessee. During such extension period, the terms and conditions
of this Lease (including, without limitation, the provisions of
this Section 16) shall continue to be applicable. Solely for
purposes of the definition of Stipulated Loss Value in
Section 8 hereof, any such extension shall be deemed a renewal
of the term of such Schedule. In the event the Lessee elects to
return the Equipment after the Base Term of the Lease, Lessee shall
pay to Lessor upon delivery of the Election Notice a fee in the
amount equal to the Return Fee Percentage (as set forth in the
applicable Schedule) of the Total Invoice Cost of the Equipment
(“Initial Return Fee”).
(b) Upon the
expiration or earlier cancellation or termination of any Schedule,
Lessee shall return the Equipment to Lessor free and clear of all
liens whatsoever, to such place(s) within the continental United
States as Lessor shall specify. Lessee shall provide, at its
expense, transit insurance for the redelivery period in an amount
equal to the replacement value of the Equipment and Lessor shall be
named as the loss payee on all such policies of insurance. During
the period between
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