Common use of Replacement and Substitution Clause in Contracts

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. Debtor may sell replace an item or replace Collateral in accordance ---------------------------- items of FF&E with a replacement item or items of furniture, fixtures or equipment that meets the terms and conditions suitability standards set forth in the Indenture and last sentence of this Agreement; provided, however, to Section 5.03. To the extent Debtor desires to replace Collateral (including gaming equipment) FF&E with a fair market value of $25,000.00 10,000 or more (or in the case of slot machines, $5,000 or more), individually, or $100,000.00 75,000 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) items meet the suitability standard set forth below in this Section 5.03below, and (iii) an amended Schedule B A reflecting in sufficient detail the specific items of replacement Collateral. ---------- FF&E. Upon a permitted replacement of Collateral FF&E pursuant to this Section 5.03, New ------------ 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 FF&E 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 A attached hereto shall be promptly amended to ---------- reflect such replacement. To be suitable as a replacement, such replacement item or items of Collateral furniture, fixtures or equipment must (i) be within one of the general categories described on Part 1 of Schedule A hereto and used or useful in the business of the Partnership, (ii) have at least substantially equivalent fair market valuevalue to Debtor, in Debtor's reasonable business judgment, as the fair market value to Debtor of the item or items of Collateral FF&E being replaced replaced, and (iii) be free and clear of all Liens other than Permitted LiensLiens (as such definition apples to FF&E). Notwithstanding the foregoing, 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 may replace FF&E with such proceeds.New FF&E.

Replacement and Substitution. Debtor may sell replace an item or replace Collateral in accordance items of FF&E with a replacement item or items of furniture, fixtures or equipment that meets the terms and conditions suitability standards set forth in the Indenture and last sentence of this Agreement; provided, however, to Section 5.03. To the extent Debtor desires to replace Collateral (including gaming equipment) any one item of FF&E with a fair market value of $25,000.00 10,000 or more (or in the case of slot machines, $5,000 or more), individually, or multiple items of FF&E with a fair market value of $100,000.00 75,000 or more, in the aggregate, in one transaction or a series of related transactionstransactions conducted within a one year period, Debtor must deliver (i) a replacement notice to Secured Party at least fifteen (15) days prior to the date of the proposed substitutionsubstitution (or where a series of transactions is contemplated, the first such transaction), (ii) an Officers' ’ Certificate certifying that the replacement item(s) items meet the suitability standard set forth below in this Section 5.03below, and (iii) an amended Schedule B A reflecting in sufficient detail the specific items of replacement Collateral. FF&E. Upon a permitted replacement of Collateral FF&E pursuant to this Section 5.03, Trustee, upon Debtor's ’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 ’s expense. Replacement Debtor shall own all replacement items of Collateral shall be owned by the DebtorFF&E, 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 EXECUTION VERSION Filings or other documents (including any modifications or amendments to same) necessary to perfect Secured Party's ’s Lien on such replacement item or items. Upon such permitted replacement, Schedule B A attached hereto shall be promptly amended to reflect such replacement. To be suitable as a replacement, such replacement item or items of Collateral furniture, fixtures or equipment must (i) be within one of the general categories described on Part 1 of Schedule A hereto and used or useful in the business of the Debtor, (ii) have at least substantially equivalent fair market valuevalue to Debtor, in Debtor's ’s reasonable business judgment, as the fair market value to Debtor of the item or items of Collateral FF&E being replaced replaced, and (iii) be free and clear of all Liens other than Permitted Liens. Debtor acknowledges that, pursuant Liens (as such definition applies 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 proceedsFF&E).