Common use of Replacements and Substitutions Clause in Contracts

Replacements and Substitutions. (a) In addition to the rights of Lessee under Section 8.4, Lessee shall have the option at any time to replace any Item or Items of Equipment (a “Replaced Item” or “Replaced Items”) with a substitute Item or Items of Equipment (a “Replacement Item” or “Replacement Items”), subject to the following conditions: (i) No Lease Default or Lease Event of Default shall have occurred and be continuing and Lessee shall represent in writing to Agent to such effect; (ii) The Replacement Item or Replacement Items shall be located in a location permitted by Section 8.1 and Lessee shall represent in writing to Agent to such effect; (iii) The Replacement Item or Replacement Items shall have a function and utility comparable to or better than the Replaced Item or Replaced Items and Lessee shall represent in writing to Agent to such effect; (iv) The Replacement Item or Replacement Items shall have a value, useful life, and operating condition equal to or greater than the Replaced Item or Replaced Items and Lessee shall represent in writing to Agent to such effect, which shall be confirmed by an appraisal reasonably satisfactory in scope and form to Lessor and Agent and performed by an appraiser selected by the Lessor and Agent and approved by Lessee (such approval not to be unreasonably withheld) for each Replaced Item being substituted pursuant to this Section 8.7 in which the Purchase Price, or for each series of substitutions pursuant to this Section 8.7 in which the aggregate Purchase Price, is equal to or greater than $5,000,000; (v) The aggregate Purchase Price of all Replaced Items leased hereunder and substituted pursuant to this Section 8.7 from and after the Delivery Date to and including the date of substitution and after giving effect thereto, shall not exceed 25% of the aggregate Purchase Price of all Items of Equipment subject to this Lease as of the Delivery Date; and (vi) Prior to the date of any such substitution, Lessee shall replace such Replaced Item or Replaced Items by complying with the applicable terms of Section 9.1 to the same extent as if a Casualty or a series of Casualties had occurred with respect to such Replaced Item or Replaced Items, and the Lessor shall transfer title to the Replaced Item or Replaced Items to Lessee in the same manner as provided in the applicable provisions of Section 9.1. Items of Equipment replaced pursuant to Section 9.1(b) following a Casualty shall not be included for purposes of the calculations set forth above. (b) All replacements pursuant to Section 8.7(a) shall be purchased by Lessee with its own funds. There shall be no obligation on the part of Lessor or Agent to pay for or otherwise finance any such replacement. No termination of this Lease with respect to any Item of Equipment as contemplated by this Section 8.7 shall result in any reduction of Rent or Lessee’s obligation to pay Basic Rent hereunder.

Replacements and Substitutions. (a) In addition to the rights of Lessee under Section 8.45.4, Lessee shall have the option at any time to replace any Item Unit or Items of Equipment Units (a “"Replaced Item” Unit" or “"Replaced Items”Units") with a substitute Item Unit or Items of Equipment Units (a “"Replacement Item” Unit" or “"Replacement Items”Units" ), subject to the following conditions: (i) No Lease Default or Lease Event of Default shall have occurred and be continuing and Lessee shall represent in writing to Agent to such effectcontinuing; (ii) The Replacement Item Unit or Replacement Items Units shall be located in a location permitted by Section 8.1 and Lessee shall represent in writing to Agent to such effectthe same State as the Replaced Unit or Units; (iii) The Replacement Item Unit or Replacement Items Units shall be of a type described in the Appraisal delivered on the Delivery Date (provided that in no event may any Replacement Unit be of a capacity greater than 3499 gallons) and, taken as a whole, shall have a function residual value, Fair Market Value and utility comparable economic useful life (based upon the residual value, Fair Market Value and economic useful life for such type set forth in the Appraisal delivered on the Delivery Date) at least equal to or better than those of the Replaced Item Unit or Replaced Items and Lessee shall represent in writing to Agent Units, taken as a whole, immediately prior to such effect;substitution, assuming that the Replaced Unit or Replaced Units were in the condition and repair required to be maintained by the terms of this Lease, shall be in as good operating condition and state of repair as the Replaced Unit or Replaced Units immediately prior to such substitution, assuming that the Replaced Unit or Replaced Units were in the condition and repair required to be maintained by the terms of this Lease; and (iv) The Replacement Item or Replacement Items shall have a value, useful life, As and operating condition equal to or greater than the Replaced Item or Replaced Items and Lessee shall represent in writing to Agent to such effect, which shall be confirmed when required by an appraisal reasonably satisfactory in scope and form to Lessor and Agent and performed by an appraiser selected by the Lessor and Agent and approved by Lessee (such approval not to be unreasonably withheld) for each Replaced Item being substituted pursuant to this Section 8.7 in which the Purchase Price, or for each series of substitutions pursuant to this Section 8.7 in which the aggregate Purchase Price, is equal to or greater than $5,000,000; (v) The aggregate Purchase Price of all Replaced Items leased hereunder and substituted pursuant to this Section 8.7 from and after the Delivery Date to and including the date of substitution and after giving effect thereto, shall not exceed 25% of the aggregate Purchase Price of all Items of Equipment subject to this Lease as of the Delivery Date; and (vi) Prior to the date of any such substitution5.8, Lessee shall replace such Replaced Item or Replaced Items by complying with (A) execute and deliver to Lessor a Bxxx of Sale substantially in the applicable terms form of Section 9.1 Exhibit I to the same extent as if a Casualty Participation Agreement and an Acceptance Certificate substantially in the form of Exhibit E to the Participation Agreement in respect of such Replacement Unit or a series of Casualties had occurred Replacement Units, (B) provide evidence that the insurance required by Section 6.2 is in effect with respect to such Replaced Item Replacement Unit or Replaced ItemsReplacement Units, (C) perform all acts and the execute, file and/or record any and all documents, financing statements and other instruments as are necessary or appropriate under Applicable Laws and Regulations or reasonably requested by Lessor shall transfer or Agent to perfect Lessor's title to such Replacement Unit or Replacement Units and to perfect Agent's Lien and security interest in such Replacement Unit or Replacement Units as a first priority security interest subject to no Liens other than Permitted Liens and provide Lessor and Agent with evidence thereof and (D) provide an Officer's Certificate (which may be combined with the Replaced Item or Replaced Items to Lessee in the same manner as provided in the applicable provisions of Section 9.1. Items of Equipment replaced Officer's Certificate delivered pursuant to Section 9.1(b5.8) following a Casualty shall not be included for purposes and, if the value of the calculations set forth above.Replacement Units exceeds $1,000,000, opinion of counsel (which may be in-house counsel to Lessee) as to the enforceability of the Bxxx of Sale and as to the perfection of such title and security interest; (b) All replacements pursuant to Section 8.7(a5.7(a) shall be purchased by Lessee with its own funds. There shall be no obligation on the part of Lessor Lessor, Agent or Agent any Participant to pay for or otherwise finance any such replacement. No termination of this Lease with respect to any Item of Equipment as contemplated by this Section 8.7 shall result in any reduction of Rent or Lessee’s obligation to pay Basic Rent hereunder.

Replacements and Substitutions. (a) In addition to the rights of Lessee under Section 8.4, Lessee shall have the option at any time to replace any Item or Items of Equipment (a “"Replaced Item” " or “"Replaced Items”") with a substitute Item or Items of Equipment (a “"Replacement Item” " or “"Replacement Items”"), subject to the following conditions: (i) No Lease Default or Lease Event of Default shall have occurred and be continuing and Lessee shall represent in writing to Agent to such effect; (ii) The Replacement Item or Replacement Items shall be located in a location permitted by Section 8.1 and Lessee shall represent in writing to Agent to such effect;; LSI Logic Corporation Lease A (iii) The Replacement Item or Replacement Items shall have a function and utility comparable to or better than the Replaced Item or Replaced Items and Lessee shall represent in writing to Agent to such effect; (iv) The Replacement Item or Replacement Items shall have a value, useful life, and operating condition equal to or greater than the Replaced Item or Replaced Items and Lessee shall represent in writing to Agent to such effect, which shall be confirmed by an appraisal reasonably satisfactory in scope and form to Lessor and Agent and performed by an appraiser selected by the Lessor and Agent and approved by Lessee (such approval not to be unreasonably withheld) for each Replaced Item being substituted pursuant to this Section 8.7 in which the Purchase Price, or for each series of substitutions pursuant to this Section 8.7 in which the aggregate Purchase Price, is equal to or greater than $5,000,000; (v) The aggregate Purchase Price of all Replaced Items leased hereunder and substituted pursuant to this Section 8.7 from and after the Delivery Date to and including the date of substitution and after giving effect thereto, shall not exceed 25% of the aggregate Purchase Price of all Items of Equipment subject to this Lease as of the Delivery Date; and (vi) Prior to the date of any such substitution, Lessee shall replace such Replaced Item or Replaced Items by complying with the applicable terms of Section 9.1 to the same extent as if a Casualty or a series of Casualties had occurred with respect to such Replaced Item or Replaced Items, and the Lessor shall transfer title to the Replaced Item or Replaced Items to Lessee in the same manner as provided in the applicable provisions of Section 9.1. Items of Equipment replaced pursuant to Section 9.1(b) following a Casualty shall not be included for purposes of the calculations set forth above. (b) All replacements pursuant to Section 8.7(a) shall be purchased by Lessee with its own funds. There shall be no obligation on the part of Lessor or Agent to pay for or otherwise finance any such replacement. No termination of this Lease with respect to any Item of Equipment as contemplated by this Section 8.7 shall result in any reduction of Rent or Lessee’s 's obligation to pay Basic Rent hereunder.

Replacements and Substitutions. (a) In addition to the rights of Lessee the Owner and World Travel under Section 8.44.4, Lessee the Owner and World Travel shall have the option at any time to replace any Item or Items of Equipment Aircraft Part (a “"Replaced Item” Aircraft Part" or “"Replaced Items”Aircraft Parts") with a substitute Item or Items of Equipment Aircraft Part (a “Replacement Item” "Substitute Aircraft Part" or “Replacement Items”"Substitute Aircraft Parts"), subject to the following conditions: (i) No Lease Default or Lease no Aircraft Event of Default shall have occurred and be continuing and Lessee shall represent in writing to Agent to such effectcontinuing; (ii) The Replacement Item the Substitute Aircraft Part or Replacement Items Substitute Aircraft Parts shall be located in the same general type, year of construction (or a location permitted by Section 8.1 and Lessee shall represent in writing to Agent to such effect; (iii) The Replacement Item or Replacement Items shall have a function and utility comparable to or better than the Replaced Item or Replaced Items and Lessee shall represent in writing to Agent to such effect; (iv) The Replacement Item or Replacement Items shall have a valuelater year of construction), useful life, function, utility, state of repair and operating condition equal to as the portion of the Replaced Aircraft Part or greater Replaced Aircraft Parts, must have a Fair Market Value of not less than the Fair Market Value of the Replaced Item Aircraft Part or Replaced Items Aircraft Parts and Lessee shall represent be free and clear of any Liens other than Permitted Liens, as described in writing to Agent to such effect, which shall be confirmed by an appraisal reasonably satisfactory in scope and form to Lessor and Agent and performed by an appraiser selected by the Lessor and Agent and approved by Lessee (such approval not to be unreasonably withheld) for each Replaced Item being substituted pursuant to this Section 8.7 in which Appraisal delivered on the Purchase Price, or for each series of substitutions pursuant to this Section 8.7 in which the aggregate Purchase Price, is equal to or greater than $5,000,000; (v) The aggregate Purchase Price of all Replaced Items leased hereunder and substituted pursuant to this Section 8.7 from and after the Delivery Date to and including the date of substitution and after giving effect thereto, shall not exceed 25% of the aggregate Purchase Price of all Items of Equipment subject to this Lease as of the Delivery Initial Advance Date; and (viiii) Prior prior to the date of any such substitution, Lessee the Owner and World Travel shall replace such Replaced Item Aircraft Part or Replaced Items Aircraft Parts by complying with the applicable terms of Section 9.1 7.1 to the same extent as if a Casualty or a series of Casualties had occurred with respect to such Replaced Item Aircraft Part or Replaced ItemsAircraft Parts, and the Lessor Company shall transfer title to release its Lien on the Replaced Item Aircraft Part or Replaced Items to Lessee Aircraft Parts in the same manner as provided in the applicable provisions of said Section 9.1. Items of Equipment replaced pursuant to Section 9.1(b) following a Casualty shall not be included for purposes of the calculations set forth above7.1. (b) All replacements pursuant to Section 8.7(a4.7(a) shall be purchased by Lessee the Owner or World Travel with its own funds. There shall be no obligation on the part of Lessor or Agent the Company to pay for or otherwise finance any such replacement. No termination of this Lease Security Agreement with respect to any Item of Equipment Aircraft Part as contemplated by this Section 8.7 4.7 shall result in any reduction of Rent or Lessee’s World Travel's obligation to pay Basic Rent hereunderthe World Liabilities. (c) (i) In addition to the rights of the Owner and World Travel under Section 4.4, the Owner or World Travel shall have the option at any time to replace the Aircraft with a substitute Aircraft (the "Replacement Aircraft"), subject to the following conditions: (A) no Aircraft Event of Default shall have occurred and be continuing; (B) the Replacement Aircraft shall be the same general type, year of construction (or a later year of construction), useful life, function, utility, state of repair and operating condition as the Aircraft, must have a Fair Market Value of not less than the Allocated Aircraft Value and be free and clear of any Liens other than Permitted Liens, as described in the Appraisal delivered on the Initial Advance Date; and (C) prior to the date of any such substitution, the Owner or World Travel shall replace the Aircraft by complying with the terms of Section 7.1 to the same extent as if a Casualty or a series of Casualties had occurred with respect to the Aircraft, and the Company shall release its Lien on the Aircraft in the same manner as provided in said Section 7.1. (ii) All replacements pursuant to Section 4.7(c) shall be purchased by the Owner or World Travel with (i) its or World Travel's own funds, (ii) proceeds from the sale of the Aircraft and (iii) Replacement Aircraft Indebtedness approved by the Lenders. No termination of this Security Agreement with respect to the Aircraft as contemplated by this Section 4.7 shall result in any reduction of World Travel's obligation to pay the World Liabilities.

Replacements and Substitutions. (a) In addition to the rights of Lessee the Borrower under Section 8.44.4, Lessee the Borrower shall have the option at any time to replace any Item or Items of Equipment (a “"Replaced Item” " or “"Replaced Items”") with a substitute Item or Items of Equipment (a “Replacement "Substitute Item” " or “Replacement "Substitute Items”"), subject to the following conditions: (i) No Lease Default or Lease no Security Agreement Event of Default shall have occurred and be continuing and Lessee shall represent in writing to Agent to such effectcontinuing; (ii) The Replacement with respect to Gaming Equipment, the Substitute Item or Replacement Substitute Items shall be located in a location permitted by Section 8.1 and Lessee shall represent in writing to Agent to such effectat the Project; (iii) The Replacement the Substitute Item or Replacement Substitute Items shall be the same general type, year of construction (or a later year of construction), useful life, function, utility, state of repair and operating condition as the portion of the Replaced Item or Replaced Items, must have a function and utility comparable to or better Fair Market Value of not less than the Fair Market Value of the Replaced Item or Replaced Items and Lessee shall represent be free and clear of any Liens other than Permitted Liens assets, as described in writing the Appraisal delivered pursuant to Agent to such effectSection 6.17 of the Loan Agreement; (iv) The Replacement Item or Replacement Items the Collateral Agent shall have received a value, useful life, and operating condition equal to or greater than certificate from the Replaced Item or Replaced Items and Lessee shall represent in writing to Administrative Agent to confirming that such effect, which shall be confirmed by an appraisal reasonably satisfactory in scope and form to Lessor and Agent and performed by an appraiser selected by substitution complies with the Lessor and Agent and approved by Lessee (such approval not to be unreasonably withheld) for each Replaced Item being substituted pursuant to this Section 8.7 in which terms of the Purchase Price, or for each series of substitutions pursuant to this Section 8.7 in which the aggregate Purchase Price, is equal to or greater than $5,000,000;Wynn Credit Agreement; and (v) The aggregate Purchase Price of all Replaced Items leased hereunder and substituted pursuant to this Section 8.7 from and after the Delivery Date to and including the date of substitution and after giving effect thereto, shall not exceed 25% of the aggregate Purchase Price of all Items of Equipment subject to this Lease as of the Delivery Date; and (vi) Prior prior to the date of any such substitution, Lessee the Borrower shall replace such Replaced Item or Replaced Items by complying with the applicable terms of Section 9.1 8.1 of the Loan Agreement to the same extent as if a Casualty or a series of Casualties had occurred with respect to such Replaced Item or Replaced Items, and the Lessor Collateral Agent shall transfer title to release it Lien on the Replaced Item or Replaced Items to Lessee in the same manner as provided in the applicable provisions of said Section 9.1. Items of Equipment replaced pursuant to Section 9.1(b) following a Casualty shall not be included for purposes 8.1 of the calculations set forth aboveLoan Agreement. (b) All replacements pursuant to Section 8.7(a4.7(a) shall be purchased by Lessee the Borrower with its own funds. There shall be no obligation on the part of Lessor the Collateral Agent or Agent any Lender to pay for or otherwise finance any such replacement. No termination of this Lease Security Agreement with respect to any Item of Equipment as contemplated by this Section 8.7 4.7 shall result in any reduction of Rent or Lessee’s the Borrower's obligation to pay Basic Rent hereunderthe Loan Balance or any Interest thereon.

Replacements and Substitutions. (a) In addition to the rights of Lessee under Section 8.45.4, Lessee shall have the option at any time to replace any Item Unit or Items of Equipment Units (a “"Replaced Item” Unit" or “"Replaced Items”Units") with a substitute Item Unit or Items of Equipment Units (a “"Replacement Item” Unit" or “"Replacement Items”Units" ), subject to the following conditions: (i) No Lease Default or Lease Event of Default shall have occurred and be continuing and Lessee shall represent in writing to Agent to such effectcontinuing; (ii) The Replacement Item Unit or Replacement Items Units shall be located in a location permitted by Section 8.1 and Lessee shall represent in writing to Agent to such effectthe same State as the Replaced Unit or Units; (iii) The Replacement Item Unit or Replacement Items Units shall be of a type described in the Appraisal delivered on the Delivery Date (provided that in no event may any Replacement Unit be of a capacity greater than 3499 gallons) and, taken as a whole, shall have a function residual value, Fair Market Value and utility comparable economic useful life (based upon the residual value, Fair Market Value and economic useful life for such type set forth in the Appraisal delivered on the Delivery Date) at least equal to or better than those of the Replaced Item Unit or Replaced Items and Lessee shall represent in writing to Agent Units, taken as a whole, immediately prior to such effect;substitution, assuming that the Replaced Unit or Replaced Units were in the condition and repair required to be maintained by the terms of this Lease, shall be in as good operating condition and state of repair as the Replaced Unit or Replaced Units immediately prior to such substitution, assuming that the Replaced Unit or Replaced Units were in the condition and repair required to be maintained by the terms of this Lease; and (iv) The Replacement Item or Replacement Items shall have a value, useful life, As and operating condition equal to or greater than the Replaced Item or Replaced Items and Lessee shall represent in writing to Agent to such effect, which shall be confirmed when required by an appraisal reasonably satisfactory in scope and form to Lessor and Agent and performed by an appraiser selected by the Lessor and Agent and approved by Lessee (such approval not to be unreasonably withheld) for each Replaced Item being substituted pursuant to this Section 8.7 in which the Purchase Price, or for each series of substitutions pursuant to this Section 8.7 in which the aggregate Purchase Price, is equal to or greater than $5,000,000; (v) The aggregate Purchase Price of all Replaced Items leased hereunder and substituted pursuant to this Section 8.7 from and after the Delivery Date to and including the date of substitution and after giving effect thereto, shall not exceed 25% of the aggregate Purchase Price of all Items of Equipment subject to this Lease as of the Delivery Date; and (vi) Prior to the date of any such substitution5.8, Lessee shall replace such Replaced Item or Replaced Items by complying with (A) execute and deliver to Lessor a Xxxx of Sale substantially in the applicable terms form of Section 9.1 Exhibit I to the same extent as if a Casualty Participation Agreement and an Acceptance Certificate substantially in the form of Exhibit E to the Participation Agreement in respect of such Replacement Unit or a series of Casualties had occurred Replacement Units, (B) provide evidence that the insurance required by Section 6.2 is in effect with respect to such Replaced Item Replacement Unit or Replaced ItemsReplacement Units, (C) perform all acts and the execute, file and/or record any and all documents, financing statements and other instruments as are necessary or appropriate under Applicable Laws and Regulations or reasonably requested by Lessor shall transfer or Agent to perfect Lessor's title to such Replacement Unit or Replacement Units and to perfect Agent's Lien and security interest in such Replacement Unit or Replacement Units as a first priority security interest subject to no Liens other than Permitted Liens and provide Lessor and Agent with evidence thereof and (D) provide an Officer's Certificate (which may be combined with the Replaced Item or Replaced Items to Lessee in the same manner as provided in the applicable provisions of Section 9.1. Items of Equipment replaced Officer's Certificate delivered pursuant to Section 9.1(b5.8) following a Casualty shall not be included for purposes and, if the value of the calculations set forth above.Replacement Units exceeds $1,000,000, opinion of counsel (which may be in-house counsel to Lessee) as to the enforceability of the Xxxx of Sale and as to the perfection of such title and security interest; (b) All replacements pursuant to Section 8.7(a5.7(a) shall be purchased by Lessee with its own funds. There shall be no obligation on the part of Lessor Lessor, Agent or Agent any Participant to pay for or otherwise finance any such replacement. No termination of this Lease with respect to any Item of Equipment as contemplated by this Section 8.7 shall result in any reduction of Rent or Lessee’s obligation to pay Basic Rent hereunder.

Replacements and Substitutions. (a) In addition to the rights of Lessee under Section 8.4, Lessee shall have the option at any time to replace any Item or Items of Equipment (a “"Replaced Item” " or “"Replaced Items”") with a substitute Item or Items of Equipment (a “"Replacement Item” " or “"Replacement Items”"), subject to the following conditions: (i) No Lease Default or Lease Event of Default shall have occurred and be continuing and Lessee shall represent in writing to Agent to such effect; (ii) The Replacement Item or Replacement Items shall be located in a location permitted by Section 8.1 and Lessee shall represent in writing to Agent to such effect;; LSI Logic Corporation Lease B (iii) The Replacement Item or Replacement Items shall have a function and utility comparable to or better than the Replaced Item or Replaced Items and Lessee shall represent in writing to Agent to such effect; (iv) The Replacement Item or Replacement Items shall have a value, useful life, and operating condition equal to or greater than the Replaced Item or Replaced Items and Lessee shall represent in writing to Agent to such effect, which shall be confirmed by an appraisal reasonably satisfactory in scope and form to Lessor and Agent and performed by an appraiser selected by the Lessor and Agent and approved by Lessee (such approval not to be unreasonably withheld) for each Replaced Item being substituted pursuant to this Section 8.7 in which the Purchase Price, or for each series of substitutions pursuant to this Section 8.7 in which the aggregate Purchase Price, is equal to or greater than $5,000,000; (v) The aggregate Purchase Price of all Replaced Items leased hereunder and substituted pursuant to this Section 8.7 from and after the Delivery Date to and including the date of substitution and after giving effect thereto, shall not exceed 25% of the aggregate Purchase Price of all Items of Equipment subject to this Lease as of the Delivery Date; and (vi) Prior to the date of any such substitution, Lessee shall replace such Replaced Item or Replaced Items by complying with the applicable terms of Section 9.1 to the same extent as if a Casualty or a series of Casualties had occurred with respect to such Replaced Item or Replaced Items, and the Lessor shall transfer title to the Replaced Item or Replaced Items to Lessee in the same manner as provided in the applicable provisions of Section 9.1. Items of Equipment replaced pursuant to Section 9.1(b) following a Casualty shall not be included for purposes of the calculations set forth above. (b) All replacements pursuant to Section 8.7(a) shall be purchased by Lessee with its own funds. There shall be no obligation on the part of Lessor or Agent to pay for or otherwise finance any such replacement. No termination of this Lease with respect to any Item of Equipment as contemplated by this Section 8.7 shall result in any reduction of Rent or Lessee’s 's obligation to pay Basic Rent hereunder.