Replacement and Substitution. Debtor may sell or replace Collateral in accordance with the terms and conditions set forth in the Indenture and this Agreement; provided, however, to the extent Debtor desires to replace Collateral (including gaming equipment) with a fair market value of $25,000.00 or more, individually, or $100,000.00 or more, in the aggregate, in one transaction or a series of related transactions, Debtor must deliver (i) a replacement notice to Secured Party at least fifteen (15) days prior to the date of the proposed substitution, (ii) an Officers' Certificate certifying that the replacement item(s) meet the suitability standard set forth below in this Section 5.03, and (iii) an amended Schedule B reflecting in sufficient detail the specific items of replacement Collateral. Upon a permitted replacement of Collateral pursuant to this Section 5.03, Trustee, upon Debtor's request, shall execute and deliver to Debtor any necessary amendments, modifications or terminations to the UCC Financing Statements, Fixture Filings, and other recordings and/or filings made to perfect the interest granted to Secured Party under this Agreement that may be required to release the replaced item from the terms of this Agreement, all at Debtor's expense. Replacement items of Collateral shall be owned by the Debtor, and title thereto shall be vested in Debtor upon such permitted replacement. Debtor shall record and/or file any and all UCC Financing Statements, Fixture Filings or other documents (including any modifications or amendments to same) necessary to perfect Secured Party's Lien on such replacement item or items. Upon such permitted replacement, Schedule B attached hereto shall be promptly amended to reflect such replacement. To be suitable as a replacement, such replacement item or items of Collateral must have at least substantially equivalent fair market value, in Debtor's reasonable business judgment, as the fair market value of the item or items of Collateral being replaced and be free and clear of all Liens other than Permitted Liens. Debtor acknowledges that, pursuant to Article II above, Secured Party has a valid and binding security interest in and to the proceeds of any and all sales or other dispositions of the Collateral, and any new items of Collateral purchased with such proceeds.
Replacement and Substitution. (a) In the event that any Part which may from time to time be incorporated or installed in or attached to any item of Equipment, or any item of Equipment itself, becomes at any time worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered unfit for use for any reason whatsoever (unless such event constitutes a Casualty or Partial Casualty, in which event the provisions of Section 6.1. or 6.2 hereof shall apply), Lessee, at its own cost and expense, will promptly replace, or cause to be replaced, such Part or item of Equipment (the "Substituted Item") with a replacement Part or item of Equipment (a "Replacement Part"). In addition, Lessee may, at its own cost and expense, remove in the ordinary course of maintenance, service, repair, overhaul or testing, any Part, whether or not worn out, destroyed, seized, confiscated, damaged beyond repair or permanently rendered unfit for use, provided that Lessee will, at its own cost and expense, replace such Part as promptly as is commercially reasonable. All Replacement Parts shall be free and clear of all Liens (other than Permitted Liens) and shall be in as good an operating condition as, and shall have a value and utility at least equal to, the Parts replaced, assuming such replaced Parts and the Equipment were immediately prior to such replacement or the event or events necessitating such replacement in the condition and repair required to be maintained by the terms hereof. Any Part at any time removed from any item of Equipment shall remain subject to the interests of the Agent and the Lessors under the Operative Agreements, no matter where located, until such time as such Part shall be replaced by a Part which has been incorporated or installed in or attached to such item of Equipment and which meets the requirements for a Replacement Part specified above. Immediately upon any Replacement Part becoming incorporated or installed in or attached to any such item of Equipment as above provided, without further act (i) title to the replaced Part shall thereupon vest in Lessee, free and clear of all rights of the Lessors, and shall no longer be deemed a Part hereunder, (ii) title to such Replacement Part shall thereupon vest in the Lessors and (iii) such Replacement Part shall become subject to this Lease and the security interest created hereunder and be deemed part of such item of Equipment for all purposes hereof to the same extent as the Parts incorporated or installed...
Replacement and Substitution. Lessee may replace an item of Equipment subject to this Lease with a replacement item of equipment that meets the suitability standards set forth in Section 9.1(b). Lessee may request the replacement of an item of Equipment by delivery of a replacement notice to Lessor at least 10 days prior to the date of the proposed substitution. Upon a permitted substitution of Equipment pursuant to this Section 7.3, Lessor, as Lessor and Trustee, shall execute and deliver to Lessee a xxxx of sale (without representations or warranties, except that the substituted item is free and clear of all Lessor Liens) and such other documents as may be required to release the substituted item from the terms of this Lease and the other Operative Documents and transfer title to same to Lessee, all at Lessee's expense. Leased items of Equipment that have been substituted or replaced pursuant to this Section 7.3 shall become the property of Lessee, and title thereto shall automatically vest in Lessee upon such permitted substitution or replacement.
Replacement and Substitution. 7 5.5. Alterations, Modifications and Additions; Removable Parts ............................................. 9 5.6.
Replacement and Substitution. 8 SECTION 7.4 Removal................................................................................8 SECTION 7.5 Maintenance and Repair Reports.........................................................8 ARTICLE VIII USE.........................................................................................9 SECTION 8.1 Use....................................................................................9 ARTICLE IX CASUALTY; REPLACEMENT; INSURANCE...................................................9
Replacement and Substitution. This Warrant is given in replacement of and in substitution for that certain Warrant dated October 2, 2006 issued by the Issuer to the Holder.
Replacement and Substitution. 11 ARTICLE VII WARRANTIES........................................................12
Replacement and Substitution. Section 17.1 The SYSTEM reserves the right to demand the immediate replacement of any guard assigned by the AGENCY, who, in the opinion of the SYSTEM, is wanting in competence, integrity, or whose services is deemed prejudicial to the interest of the SYSTEM, and/or to ban said guard/employee from entry into the premises. If any of the AGENCY’s employees are not acceptable to the SYSTEM, the SYSTEM may request in writing the removal/replacement of such personnel. Upon the receipt by the AGENCY of such request, the AGENCY shall provide within two (2) days a replacement reasonably acceptable to the SYSTEM.
Section 17.2 The AGENCY shall at all time enforce strict discipline and good order among its employees and shall likewise have the sole responsibility to hire, discipline, and discharge guards.
Replacement and Substitution. (a) The replacement and substitution of the Guarantor and the Company pursuant to the Sections 4.22 and 4.23 above does not require the consent of the Holders or the Trustee or any further action not contemplated by the provisions of this Indenture (and by subscribing for or purchasing any Notes, each Holder of the Notes expressly consents to such replacement and substitution).
(b) No later than ten Business Days after the replacement and substitution of the Guarantor and the Company pursuant to Sections 4.22 and 4.23 above, the Guarantor and the Company shall give written notice thereof in accordance with the provisions described in Section 11.02
Replacement and Substitution. This Note is issued, not as a repayment, refinancing or refunding of or payment toward, but (i) as a continuation of the indebtedness and other obligations of Borrower to Bank pursuant to that certain Revolving Line of Credit Note of Borrower, dated as of August 19, 2013, payable to the order of Bank in the original principal amount of $50,000,000 (the “Prior Note”), and (ii) in replacement of and in substitution for the Prior Note. Accordingly, this Note shall not be construed as a novation or extinguishment of the indebtedness and other obligations of Borrower to Bank arising under the Prior Note, and its issuance shall not affect the priority of any security interest or lien granted in connection with the Prior Note. This Note amends and restates the Prior Note in its entirety and consolidates the Prior Note. This Note is issued pursuant to the Credit Agreement, is the Line of Credit Note referred to in the Credit Agreement and is entitled to the other benefits of, and is subject to all of the agreements, terms and conditions contained in, the Credit Agreement and the other Loan Documents. Interest accrued under the Prior Note prior to the date hereof remains accrued and unpaid under this Note and does not constitute any part of the principal amount of the indebtedness and other obligations of Borrower to Bank evidenced hereby. The Line of Credit created or existing under, pursuant to, as a result of, or arising out of, the Prior Note shall continue in existence under this Note, which indebtedness and other obligations of Borrower to Bank Borrower acknowledges, reaffirms, and confirms to Bank. The indebtedness and other obligations of Borrower to Bank evidenced by this Note will continue to be secured by all of the collateral and other security granted to Bank under the Prior Note and the other Loan Documents.
