Common use of GRANTING CLAUSE THIRD Clause in Contracts

GRANTING CLAUSE THIRD. All right, title and interest of the Company in, to and under any Excepted Property, which may, from time to time after the Execution Date, by delivery or by an instrument supplemental to this Indenture, be subjected to the lien hereof by the Company, the Trustee being hereby authorized to receive the same at any time as additional security hereunder; it being understood that any such subjection to the lien hereof of any Excepted Property as additional security may be made subject to such reservations, limitations or conditions respecting the use and disposition of such property or the proceeds thereof as shall be set forth in such instrument; GRANTING CLAUSE FOURTH All right, title and interest of the Company, whether now owned or hereafter acquired, in, to and under (i) all goods (as such term is defined in the California Commercial Code as in effect on the date hereof) located in the State of California, and (ii) all money, deposit accounts, instruments, investment property and other property (as such terms are defined in the California Commercial Code as in effect on the date hereof) paid or delivered to, deposited with, or held by the Trustee hereunder; GRANTING CLAUSE FIFTH All right, title and interest, whether now owned or hereafter acquired, of the Company in, to and under the rents, issues, profits, revenues and other income and proceeds of the property expressly subjected or expressly required to be subjected to the lien of this Indenture, and all the estate, right, title and interest of every nature whatsoever of the Company in and to the same and every part thereof, and all other property of whatever kind and nature expressly subjected to the lien of this Indenture or stated to constitute Mortgaged Property by any of the terms and provisions hereof; and GRANTING CLAUSE SIXTH All proceeds (as such term is defined in the California Commercial Code as in effect on the date hereof) of the foregoing. EXCEPTED PROPERTY Expressly excepting and excluding, however, from the lien of this Indenture all right, title and interest of the Company in, to or under the following property (other than such property as is described in Granting Clause Third of this Indenture), whether now owned or hereafter acquired (the “Excepted Property”):

GRANTING CLAUSE THIRD. All rightmoneys, title securities and interest of the Company in, to and under any Excepted Property, which may, obligations from time to time after held by the Execution Date, Trustee under the terms of this Indenture and any and all real and personal property of every kind and nature from time to time hereafter by delivery or by an instrument supplemental to this Indenturewriting of any kind conveyed, be subjected pledged, assigned or transferred, as and for additional security hereunder by the Issuer or by anyone on its behalf or with its written consent to the lien hereof by the CompanyTrustee, the Trustee being which is hereby authorized to receive any and all such property at any and all times and to hold and apply the same at any time as additional security hereunder; it being understood that any such subjection subject to the lien terms hereof; except for moneys, securities or obligations deposited with or paid to the Trustee for redemption or payment of Bonds which are deemed to have been paid in accordance with Article IX hereof of any Excepted Property as additional security may be made subject and funds held pursuant to such reservationsSection 5.5 hereof, limitations or conditions respecting the use and disposition of such property or the proceeds thereof as which shall be set forth in such instrument; GRANTING CLAUSE FOURTH All right, title and interest of the Company, whether now owned or hereafter acquired, in, to and under (i) all goods (as such term is defined in the California Commercial Code as in effect on the date hereof) located in the State of California, and (ii) all money, deposit accounts, instruments, investment property and other property (as such terms are defined in the California Commercial Code as in effect on the date hereof) paid or delivered to, deposited with, or held by the Trustee hereunder; GRANTING CLAUSE FIFTH All rightin accordance with the provisions of said Article IX or Section 5.5, title and interest, whether now owned or hereafter acquired, as the case may be. TO HAVE AND TO HOLD all of the Company insame with all privileges and appurtenances hereby conveyed and assigned, or agreed or intended so to be, to the Trustee and under its successors in said trusts and to them and their assigns forever; IN TRUST NEVERTHELESS, upon the rents, issues, profits, revenues terms and other income trusts herein set forth for the equal and proceeds proportionate benefit and security of all owners of the property expressly subjected Bonds issued under and secured by this Indenture without preference, priority or expressly required distinction as to lien of any Bonds over any other Bonds, except insofar as any sinking, amortization or other fund, or any terms or conditions of redemption or purchase, established under this Indenture may afford additional benefit or security for the Bonds of any particular series. PROVIDED, HOWEVER, that if the Issuer shall pay or cause to be subjected paid to the lien owners of this Indenturethe Bonds the principal of and premium, if any, and interest to become due thereon at the times and in the manner stipulated therein, and if the Issuer shall keep, perform and observe all and singular the estatecovenants and promises in the Bonds and in this Indenture expressed as to be kept, rightperformed and observed by it on its part, title and interest of every nature whatsoever of the Company all as provided in and subject to the same provisions of Article IX hereof, then and every part thereofin that case these presents and the estate and rights hereby granted, except as otherwise provided in Article IX, shall cease, determine and be void, and all other property of whatever kind thereupon the Trustee shall cancel and nature expressly subjected to discharge the lien of this Indenture or stated and execute and deliver to constitute Mortgaged Property by any the Issuer such instruments in writing as shall be requisite to evidence the discharge hereof pursuant to the provisions of said Article IX; otherwise this Indenture to be and remain in full force and effect. THIS INDENTURE FURTHER WITNESSETH, and it is expressly declared, that all Bonds issued and secured hereunder are to be issued, authenticated and delivered, and the Trust Estate and the other estate and rights hereby granted, are to be dealt with and disposed of, under, upon and subject to the terms, conditions, stipulations, covenants, agreements, trusts, uses and purposes as hereinafter expressed, and the Issuer has agreed and covenanted, and does hereby agree and covenant, with the Trustee and with the respective owners, from time to time, of the terms and provisions hereof; and GRANTING CLAUSE SIXTH All proceeds (Bonds, as such term is defined in the California Commercial Code as in effect on the date hereof) of the foregoing. EXCEPTED PROPERTY Expressly excepting and excluding, however, from the lien of this Indenture all right, title and interest of the Company in, to or under the following property (other than such property as is described in Granting Clause Third of this Indenture), whether now owned or hereafter acquired (the “Excepted Property”):follows:

GRANTING CLAUSE THIRD. All right, title The rights and interest benefits of the Company in, to Owner Trustee under the Servicing Agreement and under any Excepted Property, which may, from time to time after the Execution Date, by delivery or by an instrument supplemental to this Indenture, be subjected to the lien hereof by the Company, the Trustee being hereby authorized to receive the same at any time as additional security hereunder; it being understood that any such subjection to the lien hereof of any Excepted Property as additional security may be made subject to such reservations, limitations or conditions respecting the use and disposition of such property or the proceeds thereof as shall be set forth in such instrumentLimited Guaranty; GRANTING CLAUSE FOURTH All rightAny recourse at law, title in equity or by contract to the Seller, COAF or Dealers whether pursuant to the Contribution Agreement, the Transfer and interest of Assignment Agreement, Dealer Agreements (to the Company, whether now owned extent related to the Receivables) or hereafter acquired, in, to otherwise; and under (i) all goods (as such term is defined in the California Commercial Code as in effect on the date hereof) located in the State of California, and (ii) all money, deposit accounts, instruments, investment property and other property (as such terms are defined in the California Commercial Code as in effect on the date hereof) paid or delivered to, deposited with, or held by the Trustee hereunder; GRANTING CLAUSE FIFTH All right, title and interest, whether now owned or hereafter acquired, of the Company in, to and under the rents, issues, profits, revenues and other income and proceeds of the conversion, voluntary or involuntary, of any of the foregoing into cash or other property expressly subjected whether now existing or expressly required hereinafter arising (collectively, the "Collateral"). Such Grants are made in trust, to secure payments of amounts due with respect to the Class A Notes and the Class B Notes ratably and without prejudice, priority or distinction between the Class A Notes and the Class B Notes (except that payments with respect to principal on the different Classes of Class A Notes shall be subject to the priority of payments set forth herein and payments of principal with respect to the Class B Notes shall be subordinate to payments of principal and interest with respect to the Class A Notes and to the Note Insurer's rights to Premiums and Reimbursement Obligations and payments of interest with respect to the Class B Notes shall be subordinate to payments of interest with respect to the Class A Notes, all to the extent provided herein), and to secure (i) the payment of all amounts scheduled to be subjected to made on the lien Class A Notes and the Class B Notes as such amounts become due in accordance with their terms, (ii) the payment of all other sums payable in accordance with the provisions of this Indenture, including, but not limited to, Reimbursement Obligations, and (iii) compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee acknowledges such Grants, accepts the trusts hereunder in accordance with the provisions of this Indenture, and all agrees to perform the estate, right, title duties herein required pursuant to the terms and interest provisions of every nature whatsoever this Indenture and subject to the conditions hereof to the end that the interests of the Company Holders of the Notes may be adequately and effectively protected. PROVIDED, HOWEVER, that if there shall well and truly be paid the principal of the Class A Notes and the Class B Notes and the interest due or to become due on the Notes, at the times and in and the manner mentioned in the Notes, according to the same true intent and every part meaning thereof, and the Owner Trustee shall cause all other property of whatever kind and nature expressly subjected Reimbursement Obligations to be paid to the lien Note Insurer and payments shall be made into the Revenue Fund as required under this Indenture and shall well and truly keep, perform and observe all the covenants and conditions pursuant to the terms of this Indenture to be kept, performed and observed by the Owner Trustee, and the Owner Trustee shall pay or stated cause to constitute Mortgaged Property by any be paid to the Indenture Trustee and all of its agents for the registration, authentication, transfer or exchange of Class A Notes and the Class B Notes all sums of money due or to become due to it or them in accordance with the terms and provisions hereof; and GRANTING CLAUSE SIXTH All proceeds (as such term is defined in the California Commercial Code as in effect on the date hereof) of the foregoing. EXCEPTED PROPERTY Expressly excepting and excluding, however, from the lien of then this Indenture all rightand the rights hereby granted shall cease, title terminate and interest of the Company inbe void; otherwise, to or under the following property (other than such property except as is described provided in Granting Clause Third of Article XIV hereof, this Indenture), whether now owned or hereafter acquired (the “Excepted Property”):Indenture shall be and remain in full force and effect.

GRANTING CLAUSE THIRD. All rightmoneys, title securities and interest of the Company in, to and under any Excepted Property, which may, obligations from time to time after held by the Execution Date, Trustee under the terms of this Indenture and any and all real and personal property of every kind and nature from time to time hereafter by delivery or by an instrument supplemental to this Indenturewriting of any kind conveyed, be subjected pledged, assigned or transferred, as and for additional security hereunder by the Authority or by anyone on its behalf or with its written consent to the lien hereof by the CompanyTrustee, the Trustee being which is hereby authorized to receive any and all such property at any and all times and to hold and apply the same at any time as additional security hereunder; it being understood that any such subjection subject to the lien terms hereof; except for moneys, securities or obligations deposited with or paid to the Trustee for redemption or payment of Bonds which are deemed to have been paid in accordance with Article IX hereof of any Excepted Property as additional security may be made subject and funds held pursuant to such reservationsSection 5.5 hereof, limitations or conditions respecting the use and disposition of such property or the proceeds thereof as which shall be set forth in such instrument; GRANTING CLAUSE FOURTH All right, title and interest of the Company, whether now owned or hereafter acquired, in, to and under (i) all goods (as such term is defined in the California Commercial Code as in effect on the date hereof) located in the State of California, and (ii) all money, deposit accounts, instruments, investment property and other property (as such terms are defined in the California Commercial Code as in effect on the date hereof) paid or delivered to, deposited with, or held by the Trustee hereunder; GRANTING CLAUSE FIFTH All rightin accordance with the provisions of said Article IX or Section 5.5, title and interest, whether now owned or hereafter acquired, as the case may be. TO HAVE AND TO HOLD all of the Company insame with all privileges and appurtenances hereby conveyed and assigned, or agreed or intended so to be, to the Trustee and under its successors in said trusts and to them and their assigns forever; IN TRUST NEVERTHELESS, upon the rents, issues, profits, revenues terms and other income trusts herein set forth for the equal and proceeds proportionate benefit and security of all owners of the property expressly subjected Bonds issued under and secured by this Indenture without preference, priority or expressly required distinction as to lien of any Bonds over any other Bonds, except insofar as any sinking, amortization or other fund, or any terms or conditions of redemption or purchase, established under this Indenture may afford additional benefit or security for the Bonds of any particular series. PROVIDED, HOWEVER, that if the Authority shall pay or cause to be subjected paid to the lien owners of this Indenturethe Bonds the principal of and premium, if any, and interest to become due thereon at the times and in the manner stipulated therein, and if the Authority shall keep, perform and observe all and singular the estatecovenants and promises in the Bonds and in this Indenture expressed as to be kept, rightperformed and observed by it on its part, title and interest of every nature whatsoever of the Company all as provided in and subject to the same provisions of Article IX hereof, then and every part thereofin that case these presents and the estate and rights hereby granted, except as otherwise provided in Article IX, shall cease, determine and be void, and all other property of whatever kind thereupon the Trustee shall cancel and nature expressly subjected to discharge the lien of this Indenture or stated and execute and deliver to constitute Mortgaged Property by any the Authority such instruments in writing as shall be requisite to evidence the discharge hereof pursuant to the provisions of said Article IX; otherwise this Indenture to be and remain in full force and effect. THIS INDENTURE FURTHER WITNESSETH, and it is expressly declared, that all Bonds issued and secured hereunder are to be issued, authenticated and delivered, and the Trust Estate and the other estate and rights hereby granted, are to be dealt with and disposed of, under, upon and subject to the terms, conditions, stipulations, covenants, agreements, trusts, uses and purposes as hereinafter expressed, and the Authority has agreed and covenanted, and does hereby agree and covenant, with the Trustee and with the respective owners, from time to time, of the terms and provisions hereof; and GRANTING CLAUSE SIXTH All proceeds (Bonds, as such term is defined in the California Commercial Code as in effect on the date hereof) of the foregoing. EXCEPTED PROPERTY Expressly excepting and excluding, however, from the lien of this Indenture all right, title and interest of the Company in, to or under the following property (other than such property as is described in Granting Clause Third of this Indenture), whether now owned or hereafter acquired (the “Excepted Property”):follows:

GRANTING CLAUSE THIRD. All The Deeds of Trust and the Security Agreement, including all modifications, extensions and renewals thereof, if any, together with all right, title and interest of the Company inIssuer in and to the Deeds of Trust and Security Agreement including all payments, to revenues and under any Excepted Property, which may, receipts payable or receivable thereunder. GRANTING CLAUSE FOURTH Any and all other Property of every name and nature from time to time after the Execution Date, hereafter by delivery or by an instrument supplemental to this Indenturewriting of any kind conveyed, be subjected to the lien hereof mortgaged, pledged, assigned or transferred as and for additional security hereunder by the CompanyCompany or the Issuer or by anyone in its behalf or with its written consent in favor of the Trustee, and the Trustee being is hereby authorized to receive any and all such Property at any and all times and to hold and apply the same at any time as additional security hereunder; it being understood that any such subjection subject to the lien hereof of any Excepted Property as additional security may be made subject to such reservations, limitations or conditions respecting terms hereof. TO HAVE AND TO HOLD all and singular the use and disposition of such property or the proceeds thereof as shall be set forth in such instrument; GRANTING CLAUSE FOURTH All right, title and interest of the CompanyTrust Estate, whether now owned or hereafter acquired, in, to and under (i) all goods (as such term is defined in the California Commercial Code as in effect on the date hereof) located in the State of California, and (ii) all money, deposit accounts, instruments, investment property and other property (as such terms are defined in the California Commercial Code as in effect on the date hereof) paid or delivered to, deposited with, or held by unto the Trustee hereunderand its respective successors and assigns forever; GRANTING CLAUSE FIFTH All rightIN TRUST NEVERTHELESS, title upon the terms and interesttrusts herein set forth for the equal and proportionate benefit, whether now owned or hereafter acquired, security and protection of all present and future holders and owners of the Company inBonds, from time to time, issued under and under the rentssecured by this Indenture without privilege, issues, profits, revenues and other income and proceeds of the property expressly subjected priority or expressly required to be subjected distinction as to the lien or otherwise of any of the Bonds over any of the other Bonds except in the case of funds held hereunder for the benefit of particular Owners of Bonds; PROVIDED, HOWEVER, that if the Issuer, its successors or assigns shall well and truly pay, or cause to be paid, the principal of, premium, if any, and Interest on the Bonds due or to become due thereon, at the times and in the manner set forth in the Bonds according to the true intent and meaning thereof, and shall cause the payments to be made on the Bonds as required hereunder, or shall provide, as permitted herein, for the payment thereof by depositing with the Trustee the entire amount due or to become due thereon, and shall well and truly cause to be kept, performed and observed all of its covenants and conditions pursuant to the terms of this Indenture, and all the estate, right, title and interest of every nature whatsoever of the Company in and shall pay or cause to be paid to the same and every part thereof, and Trustee all other property sums of whatever kind and nature expressly subjected money due or to the lien of this Indenture or stated become due to constitute Mortgaged Property by any of it in accordance with the terms and provisions hereof, then upon the final payment thereof this Indenture and the rights hereby granted shall cease, determine and be void; except to the extent specifically provided in Article VI hereof; otherwise this Indenture shall remain in full force and GRANTING CLAUSE SIXTH All proceeds (effect. THIS INDENTURE FURTHER WITNESSETH, and it is expressly declared, that all Bonds issued and secured hereunder are to be issued, authenticated and delivered and all said Property, rights and interests, including, without limitation, the amounts payable under the Agreement and any other amounts hereby assigned and pledged are to be dealt with and disposed of under, upon and subject to the terms, conditions, stipulations, covenants, agreements, trusts, uses and purposes as such term is defined in herein expressed, subject to the California Commercial Code as in effect on limitations of Section 2.04 hereof, and the date hereof) Issuer has agreed and covenanted and does hereby agree and covenant with the Trustee and with the respective holders and owners of the foregoing. EXCEPTED PROPERTY Expressly excepting and excluding, however, from the lien of this Indenture all right, title and interest of the Company in, to or under the following property (other than such property Bonds as is described in Granting Clause Third of this Indenture), whether now owned or hereafter acquired (the “Excepted Property”):follows:

GRANTING CLAUSE THIRD. All right, title and interest of the Company inproperty, rights, title, interest, privileges and franchises of Mortgagor as lessee under all Facility Leases (including, to and the extent permissible under any Excepted Property, which may, from time to time after the Execution Date, by delivery or by an instrument supplemental to this Indenture, be subjected to the lien hereof by the CompanyMarina Lease, the Trustee being hereby authorized to receive the same at any time as additional security hereunder; it being understood that any such subjection to the lien hereof of any Excepted Property as additional security may be made subject to such reservationsMarina Lease), limitations or conditions respecting the use and disposition of such property or the proceeds thereof as shall be set forth in such instrument; GRANTING CLAUSE FOURTH All right, title and interest of the Company, whether now owned or hereafter acquired, in, to and under together with (i) all goods (credits, deposits, privileges and rights of Mortgagor as such term is defined in lessee under the California Commercial Code as in effect on the date hereof) located in the State of CaliforniaFacility Leases, and now or at any time existing, (ii) the leaseholds and the leasehold estates created by the Facility Leases and (iii) all moneyof the estates, deposit accountsrights, instrumentstitles, investment property claims or demands whatsoever of Mortgagor, either in law or in equity, in possession or in expectancy, of, in and to the Facility Leases and the Leased Facilities (including, but not limited to, the Leased Land as particularly described in annexed Schedule 2), together with (x) any and all other, further or additional title, estates, interests or rights which may at any time be acquired by Mortgagor in or to the Leased Facilities or any part thereof, and Mortgagor expressly agrees that if Mortgagor shall, at any time prior to payment in full of all indebtedness secured hereby, acquire fee simple title or any other property (as greater estate to the Leased Facilities, the lien of this Mortgage, subject to Permitted Encumbrances, shall attach, extend to, cover and be a lien upon such terms are defined in fee simple title or other greater estate and thereupon the California Commercial Code as in effect lien of this Mortgage, subject to Permitted Encumbrances, shall be prior to the lien of any mortgage or deed of trust placed on such acquired title, estate, interest or right subsequent to the date hereofof this Mortgage and (y) paid any right to possession or delivered statutory term of years derived from, or incident to, deposited with, or held by the Trustee hereunder; GRANTING CLAUSE FIFTH All right, title and interest, whether now owned or hereafter acquired, Facility Leases pursuant to Section 365(h) of the Company in, to and under Code or any Comparable Provision. Granting Clause Fourth All of the rents, issues, profits, revenues revenues, accounts, accounts receivable and other income and proceeds (including, without limitation, all rents, fees, charges, accounts, issues, profits, revenues and payments for or from (a) the use or occupancy of the rooms and other public facilities in the Hotel and (b) the operation of the Casino) of the property expressly subjected or expressly required to be subjected to the lien of this IndentureMortgage, including, without limitation, the property described in Granting Clauses First, Third and Seventh (said property described in Granting Clauses First, Third and Seventh and similar other property subjected or required to be subjected to the lien of this Mortgage, together with all such rents, issues, profits, revenues, accounts, accounts receivable and other income and proceeds therefrom is hereinafter collectively referred to as the "Premises") and all of the estate, right, title and interest of every nature whatsoever of the Company Mortgagor in and to the same and every part thereof, and all other property of whatever kind and nature expressly subjected to the lien of this Indenture or stated to constitute Mortgaged Property by any of the terms and provisions hereof; and GRANTING CLAUSE SIXTH All proceeds (as such term is defined in the California Commercial Code as in effect on the date hereof) of the foregoing. EXCEPTED PROPERTY Expressly excepting and excluding, however, from the lien of this Indenture all right, title and interest of the Company in, to or under the following property (other than such property as is described in Granting Clause Third of this Indenture), whether now owned or hereafter acquired (the “Excepted Property”):.

GRANTING CLAUSE THIRD. All right, title and interest The earnings derived from the investment of any of the Company inforegoing sums (except amounts on deposit in and rebatable arbitrage required to be deposited in the Rebate Fund) as provided herein. TO HAVE AND TO HOLD all the Trust Estate, together with all rights and privileges hereby transferred, pledged, assigned and/or granted or agreed or intended so to be, to the Trustee and under any Excepted Propertyits successors and assigns in trust and to them and their assigns forever; IN TRUST NEVERTHELESS, which mayupon the terms and trusts herein set forth, first for the equal and proportionate benefit, security, and protection of all Holders from time to time after of the Execution Date, Bonds other than the Holders of the Subordinated Bonds issued under and secured by delivery or by an instrument supplemental to this Indenture, be subjected without privilege, priority, or distinction as to the lien hereof by the Company, the Trustee being hereby authorized to receive the same at any time as additional security hereunder; it being understood that any such subjection to the lien hereof or otherwise of any Excepted Property of the Bonds over any of the others except as additional security may otherwise provided herein and second for the benefit of the Holders of the Subordinated Bonds, all as herein provided, and for the uses and purposes and upon the terms, agreements, and conditions set forth herein; PROVIDED, HOWEVER, that if the Issuer, its successors or assigns, shall well and truly pay, or cause to be made subject paid, or provide fully for payment as herein provided of the principal of the Bonds and the interest due or to such reservationsbecome due thereon (together with premium, limitations or conditions respecting if any), at the use time and disposition of such property or in the proceeds thereof as shall be manner set forth in such instrument; GRANTING CLAUSE FOURTH All right, title and interest of the Company, whether now owned or hereafter acquired, in, to and under (i) all goods (as such term is defined in the California Commercial Code as in effect on the date hereof) located in the State of California, and (ii) all money, deposit accounts, instruments, investment property and other property (as such terms are defined in the California Commercial Code as in effect on the date hereof) paid or delivered to, deposited with, or held by the Trustee hereunder; GRANTING CLAUSE FIFTH All right, title and interest, whether now owned or hereafter acquired, of the Company in, to and under the rents, issues, profits, revenues and other income and proceeds of the property expressly subjected or expressly required to be subjected Bonds according to the lien of this Indenture, true intent and all the estate, right, title and interest of every nature whatsoever of the Company in and to the same and every part meaning thereof, and shall make the payments into the Bond Fund as required under Article 5 hereof or shall provide, as permitted hereby, for the payment thereof by depositing with the Trustee sums sufficient for payment of the entire amount due or to become due thereon as herein provided, and shall well and truly keep, perform and observe all other property of whatever kind the covenants and nature expressly subjected conditions pursuant to the lien terms of this Indenture to be kept, performed and observed by it, and shall pay to the Trustee all sums of money due or stated to constitute Mortgaged Property by any of become due to it in accordance with the terms and provisions hereof; hereof and GRANTING CLAUSE SIXTH All proceeds (as such term is defined in the California Commercial Code as in effect on the date hereof) of the foregoing. EXCEPTED PROPERTY Expressly excepting and excludingLoan Documents, however, from the lien of then this Indenture and the rights hereby granted shall cease, terminate, and be void except as otherwise provided herein. THIS INDENTURE FURTHER WITNESSETH, and it is expressly declared and agreed by the parties hereto, that all rightBonds issued and secured hereunder are to be issued, title authenticated (to the extent required), and interest delivered and that all the Trust Estate is to be held and applied under, upon and subject to the terms, conditions, stipulations, covenants, agreements, trusts, uses, and purposes as hereinafter expressed, and the Issuer has agreed and covenanted, and does hereby agree and covenant, with the Trustee for the benefit of the Company inHolders, to or under the following property (other than such property as is described in Granting Clause Third of this Indenture), whether now owned or hereafter acquired (the “Excepted Property”):follows:

GRANTING CLAUSE THIRD. All right, title and interest of the Company in, Issuer in and to all moneys and under any Excepted Property, which may, securities from time to time after held by the Execution Date, by delivery or by an instrument supplemental to Trustee under the terms of this Indenture, be subjected to other than moneys held in the lien hereof by Rebate Fund. TO HAVE AND TO HOLD all and singular the Company, the Trustee being hereby authorized to receive the same at any time as additional security hereunder; it being understood that any such subjection to the lien hereof of any Excepted Property as additional security may be made subject to such reservations, limitations or conditions respecting the use and disposition of such property or the proceeds thereof as shall be set forth in such instrument; GRANTING CLAUSE FOURTH All right, title and interest of the CompanyTrust Estate, whether now owned or hereafter acquired, in, to and under (i) all goods (as such term is defined in the California Commercial Code as in effect on the date hereof) located in the State of California, and (ii) all money, deposit accounts, instruments, investment property and other property (as such terms are defined in the California Commercial Code as in effect on the date hereof) paid or delivered to, deposited with, or held by unto the Trustee hereunderand its respective successors in such trust and assigns forever; GRANTING CLAUSE FIFTH All rightIN TRUST NEVERTHELESS, title upon the terms and interesttrusts herein set forth for the equal and proportionate benefit, whether now owned or hereafter acquired, security and protection of all present and future Holders of the Company in2014A Bonds, from time to time, issued under and under the rentssecured by this Indenture without privilege, issues, profits, revenues and other income and proceeds of the property expressly subjected priority or expressly required to be subjected distinction as to the lien or otherwise of any of the 2014A Bonds over any of the other 2014A Bonds except in the case of funds held hereunder for the benefit of particular Holders of 2014A Bonds, and for the benefit of the Insurers to the extent provided herein; PROVIDED, HOWEVER, that if the Issuer, its successors or assigns shall well and truly pay, or cause to be paid, the principal of, premium, if any, and interest on the 2014A Bonds due or to become due thereon, at the times and in the manner set forth in the 2014A Bonds according to the true intent and meaning thereof, and shall cause the payments to be made on the 2014A Bonds as required hereunder, or shall provide, as permitted hereby, for the payment thereof by depositing with the Trustee the entire amount due or to become due thereon, and shall well and truly cause to be kept, performed and observed all of its covenants and conditions pursuant to the terms of this Indenture, and all the estate, right, title and interest of every nature whatsoever of the Company in and shall pay or cause to be paid to the same and every part thereof, and Trustee all other property sums of whatever kind and nature expressly subjected money due or to the lien of this Indenture or stated become due to constitute Mortgaged Property by any of it in accordance with the terms and provisions hereof, then upon the final payment thereof this Indenture and the rights hereby granted shall cease, determine and be discharged, except to the extent specifically provided in Article XII hereof; otherwise this Indenture shall remain in full force and GRANTING CLAUSE SIXTH All proceeds (effect. THIS INDENTURE FURTHER WITNESSETH, and it is declared, that all 2014A Bonds issued and secured hereunder are to be issued, authenticated and delivered and all said property, rights and interests, including, without limitation, the amounts payable under Obligation No. 17 and any other amounts hereby assigned and pledged are to be dealt with and disposed of under, upon and subject to the terms, conditions, stipulations, covenants, agreements, trusts, uses and purposes as such term is defined in herein expressed, and the California Commercial Code as in effect on Issuer has agreed and covenanted, and does hereby agree and covenant with the date hereof) Trustee and with the respective Holders of the foregoing. EXCEPTED PROPERTY Expressly excepting and excluding, however, from the lien of this Indenture all right, title and interest of the Company in, to or under the following property (other than such property 2014A Bonds as is described in Granting Clause Third of this Indenture), whether now owned or hereafter acquired (the “Excepted Property”):follows:

GRANTING CLAUSE THIRD. All right, title and interest of the Company in, to and under any Any (i) Excepted Property, which may, from time to time after the Execution Datedate of the execution and delivery of this Indenture, as originally executed and delivered, by delivery or by an instrument indenture supplemental to this Indenture, be subjected to the lien Lien hereof by the CompanyCompany or any other Person on its behalf, the Trustee and the Deed of Trust Trustee each being hereby authorized to receive the same at any time as additional security hereunderhereunder only with the consent of Holders holding in the aggregate more than thirty-three percent (33%) in the principal amount of the Securities then Outstanding, provided that such consent shall not be required with respect to cash delivered to the Trustee pursuant to this Indenture; it being understood that any such subjection to the lien Lien hereof of any Excepted Property as additional security may be made subject to such reservations, limitations or conditions respecting the use and disposition of such property or the proceeds thereof as shall be set forth in such instrumentinstrument and (ii) the Collections Account and all Funded Cash and any other amounts or property on deposit in or credited to the Collections Account, including any Investment Securities; and GRANTING CLAUSE FOURTH All rightproceeds from and tenements, title hereditaments, servitudes and interest of the Company, whether now owned appurtenances belonging or hereafter acquired, in, to and under (i) all goods (as such term is defined in the California Commercial Code as in effect on the date hereof) located in the State of California, and (ii) all money, deposit accounts, instruments, investment property and other property (as such terms are defined in the California Commercial Code as in effect on the date hereof) paid or delivered to, deposited with, or held by the Trustee hereunder; GRANTING CLAUSE FIFTH All right, title and interest, whether now owned or hereafter acquired, of the Company in, to and under the rents, issues, profits, revenues and other income and proceeds of the property expressly subjected or expressly required to be subjected any way appertaining to the lien of this Indentureaforesaid property, with the reversions and all the estate, right, title and interest of every nature whatsoever of the Company in and to the same and every part remainders thereof, and all other property of whatever kind and nature expressly subjected to the lien of this Indenture or stated to constitute Mortgaged Property by any of the terms and provisions hereof; and GRANTING CLAUSE SIXTH All proceeds (as such term is defined in the California Commercial Code as in effect on the date hereof) of the foregoing. EXCEPTED PROPERTY Expressly excepting and excluding, however, from the lien Lien of this Indenture all right, title and interest of the Company in, in and to or under the following property (other than such property as is described in Granting Clause Third of this Indenture)property, whether now owned or hereafter acquired (the herein sometimes called “Excepted Property”):

GRANTING CLAUSE THIRD. All right, title Any and interest all other property of the Company in, to each name and under any Excepted Property, which may, nature from time to time after the Execution Date, hereafter by delivery or by an instrument supplemental to this Indenturewriting of any kind pledged or assigned as and for additional security hereunder, be subjected by the Issuer or by anyone on its behalf or with its written consent, to the lien hereof by the CompanyTrustee, the Trustee being which are hereby authorized to receive any and all such property at any and all times and to hold and apply the same at any time as additional security hereunder; it being understood that any such subjection subject to the lien hereof of any Excepted Property as additional security may be made subject to such reservations, limitations or conditions respecting terms hereof. TO HAVE AND TO HOLD all and singular the use and disposition of such property or the proceeds thereof as shall be set forth in such instrument; GRANTING CLAUSE FOURTH All right, title and interest of the CompanyTrust Estate, whether now owned or hereafter acquired, in, to and under (i) all goods (as such term is defined in the California Commercial Code as in effect on the date hereof) located in the State of California, and (ii) all money, deposit accounts, instruments, investment property and other property (as such terms are defined in the California Commercial Code as in effect on the date hereof) paid or delivered to, deposited with, or held by unto the Trustee hereunder; GRANTING CLAUSE FIFTH All rightand its successors in said trusts and assigns forever. IN TRUST NEVERTHELESS, title upon the terms and interesttrusts herein set forth for the equal and proportionate benefit, whether now owned or hereafter acquired, security and protection of all present and future owners of the Company inBonds, from time to time issued under and under the rentssecured by this Indenture without privilege, issues, profits, revenues and other income and proceeds of the property expressly subjected priority or expressly required to be subjected distinction as to the lien or otherwise of this Indenture, and all the estate, right, title and interest of every nature whatsoever any of the Company in Bonds over any of the other Bonds (except only as otherwise expressly stated herein) and thereafter to secure the Bank to the same extent of its interest herein. PROVIDED HOWEVER, that if the Issuer, its successors or assigns, shall cause to be paid, the principal of the Bonds and every part the interest and premium, if any, due or to become due thereon, at the times and in the manner mentioned in the Bonds, according to the true intent and meaning thereof, and shall cause the payments to be made into the Bond Fund as required under Article VI hereof or shall provide, as permitted by Article VIII hereof, for the payment thereof, and shall keep, perform and observe all other property of whatever kind the covenants and nature expressly subjected conditions pursuant to the lien terms of this Indenture to be kept, performed and observed by it, and shall pay or stated cause to constitute Mortgaged Property by any be paid to the Trustee and the Bank all sums of money due or to become due, to each of them, respectively, in accordance with the terms and provisions hereof; , then this Indenture and GRANTING CLAUSE SIXTH All proceeds (the rights hereby granted shall cease, determine and be void except as set forth in such term Article VIII. THIS INDENTURE OF TRUST FURTHER WITNESSETH, and it is defined in expressly declared, that all Bonds issued and secured hereunder are to be issued, authenticated and delivered and the California Commercial Code Trust Estate hereby assigned and pledged are to be dealt with and disposed of under, upon and subject to the terms, conditions, stipulations, covenants, agreements, trusts, uses and purposes as in effect on hereinafter expressed, and the date hereof) Issuer has agreed and covenanted, and does hereby agree and covenant, with the Trustee and with the respective Owners from time to time of the foregoing. EXCEPTED PROPERTY Expressly excepting Bonds and excluding, however, from the lien of this Indenture all right, title and interest of the Company inBank, to or under the following property (other than such property extent of its interest herein, as is described in Granting Clause Third of this Indenture), whether now owned or hereafter acquired (the “Excepted Property”):follows:

GRANTING CLAUSE THIRD. All right, title and interest of the Company inproperty, rights, title, interest, privileges and franchises of Mortgagor as lessee under all Facility Leases (including, to and the extent permissible under any Excepted Property, which may, from time to time after the Execution Date, by delivery or by an instrument supplemental to this Indenture, be subjected to the lien hereof by the CompanyMarina Lease, the Trustee being hereby authorized to receive the same at any time as additional security hereunder; it being understood that any such subjection to the lien hereof of any Excepted Property as additional security may be made subject to such reservationsMarina Lease), limitations or conditions respecting the use and disposition of such property or the proceeds thereof as shall be set forth in such instrument; GRANTING CLAUSE FOURTH All right, title and interest of the Company, whether now owned or hereafter acquired, in, to and under together with (i) all goods (credits, deposits, privileges and rights of Mortgagor as such term is defined in lessee under the California Commercial Code as in effect on the date hereof) located in the State of CaliforniaFacility Leases, and now or at any time existing, (ii) the leaseholds and the leasehold estates created by the Facility Leases and (iii) all moneyof the estates, deposit accountsrights, instrumentstitles, investment property claims or demands whatsoever of Mortgagor, either in law or in equity, in possession or in expectancy, of, in and to the Facility Leases and the Leased Facilities (including, but not limited to, the Leased Land particularly described in annexed Schedule 2), together with (x) any and all other, further or additional title, estates, interests or rights which may at any time be acquired by Mortgagor in or to the Leased Facilities or any part thereof, and Mortgagor expressly agrees that if Mortgagor shall, at any time prior to payment in full of all indebtedness secured hereby, acquire fee simple title or any other property (as greater estate to the Leased Facilities, the lien of this Senior Guarantee Mortgage shall attach, extend to, cover and be a lien upon such terms are defined in fee simple title or other greater estate and thereupon the California Commercial Code as in effect lien of this Senior Guarantee Mortgage, subject to Permitted Encumbrances, shall be prior to the lien of any mortgage or deed of trust placed on such acquired title, estate, interest or right subsequent to the date hereofof this Senior Guarantee Mortgage and (y) paid any right to possession or delivered statutory term of years derived from, or incident to, deposited with, or held by the Trustee hereunder; GRANTING CLAUSE FIFTH All right, title and interest, whether now owned or hereafter acquired, Facility Leases pursuant to Section 365(h) of the Company in, to and under Code or any Comparable Provision. Granting Clause Fourth All of the rents, issues, profits, revenues revenues, accounts, accounts receivable and other income and proceeds (including, without limitation, all rents, fees, charges, accounts, issues, profits, revenues and payments for or from (a) the use or occupancy of the rooms and other public facilities in the Hotel and (b) the operation of the Casino) of the property expressly subjected or expressly required to be subjected to the lien of this IndentureSenior Guarantee Mortgage, including, without limitation, the property described in Granting Clauses First, Third and Seventh (said property described in Granting Clauses First, Third and Seventh and similar other property subjected or required to be subjected to the lien of this Senior Guarantee Mortgage, together with all such rents, issues, profits, revenues, accounts, accounts receivable and other income and proceeds therefrom is hereinafter collectively referred to as the "Premises") and all of the estate, right, title and interest of every nature whatsoever of the Company Mortgagor in and to the same and every part thereof, and all other property of whatever kind and nature expressly subjected to the lien of this Indenture or stated to constitute Mortgaged Property by any of the terms and provisions hereof; and GRANTING CLAUSE SIXTH All proceeds (as such term is defined in the California Commercial Code as in effect on the date hereof) of the foregoing. EXCEPTED PROPERTY Expressly excepting and excluding, however, from the lien of this Indenture all right, title and interest of the Company in, to or under the following property (other than such property as is described in Granting Clause Third of this Indenture), whether now owned or hereafter acquired (the “Excepted Property”):.

GRANTING CLAUSE THIRD. All rightAny and all other property, title rights, and interest interests of the Company in, to every kind and under any Excepted Property, which may, nature from time to time after the Execution Date, hereafter by delivery or by an instrument supplemental writing of any kind granted, alienated, demised, released, conveyed, assigned, transferred, mortgaged, pledged, hypothecated, or otherwise subjected hereto, as and for additional security herewith, by Issuer or any other person on its behalf or with its written consent, to this Indenture, be subjected to the lien hereof by the Company, the Trustee being and Trustee is hereby authorized to receive any and all property thereof at any and all times and to hold and apply the same at any time as additional security hereunder; it being understood that any such subjection subject to the lien hereof of any Excepted Property as additional security may be made subject to such reservations, limitations or conditions respecting terms hereof. TO HAVE AND TO HOLD all and singular the use and disposition of such property or the proceeds thereof as shall be set forth in such instrument; GRANTING CLAUSE FOURTH All right, title and interest of the CompanyTrust Estate, whether now owned or hereafter acquired, inunto Trustee and its successors in said trust and assigns forever; IN TRUST NEVERTHELESS, to upon the terms and under (i) all goods (as such term is defined in trusts herein set forth for the California Commercial Code as in effect on the date hereof) located in the State of Californiaequal and proportionate benefit, security, and (ii) protection of all moneypresent and future Owners of the Debentures, deposit accountsfrom time to time, instrumentsissued under and secured by this Indenture without privilege, investment property and other property (as such terms are defined in the California Commercial Code as in effect on the date hereof) paid or delivered to, deposited withpriority, or held by the Trustee hereunder; GRANTING CLAUSE FIFTH All right, title and interest, whether now owned or hereafter acquired, of the Company in, to and under the rents, issues, profits, revenues and other income and proceeds of the property expressly subjected or expressly required to be subjected distinction as to the lien or otherwise of any of the Debentures over any of the other Debentures; PROVIDED, HOWEVER, that if Issuer, its successors or assigns, shall well and truly pay, or cause to be paid, the principal of and interest on the Debentures due or to become due thereon, at the times and in the manner set forth in the Debentures according to the true intent and meaning thereof, and shall cause the payments to be made on the Debentures as required under Article II hereof, or shall provide, as permitted hereby, for the payment thereof by depositing with Trustee the entire amount due or to become due thereon, and shall well and truly cause to be kept, performed, and observed all of its covenants and conditions pursuant to the terms of this Indenture, and shall pay or cause to be paid to Trustee all the estate, right, title and interest sums of every nature whatsoever of the Company money due or to become due to it in and to the same and every part thereof, and all other property of whatever kind and nature expressly subjected to the lien of this Indenture or stated to constitute Mortgaged Property by any of accordance with the terms and provisions hereof, then upon the final payment thereof this Indenture and the rights hereby granted shall cease, determine, and be void; otherwise this Indenture shall remain in full force and GRANTING CLAUSE SIXTH All proceeds (effect, THIS INDENTURE FURTHER WITNESSETH, and it is expressly declared, that all Debentures issued and secured hereunder are to be issued, authenticated, and delivered and all said property, rights, and interests, and any other amounts hereby assigned and pledged are to be dealt with and disposed of under, upon, and subject to the terms, conditions, stipulations, covenants, agreements, trusts, uses, and purposes as such term is defined in herein expressed, and Issuer has agreed and covenanted, and does hereby agree and covenant, with Trustee and with the California Commercial Code as in effect on the date hereof) Owners of the foregoing. EXCEPTED PROPERTY Expressly excepting and excluding, however, from the lien of this Indenture all right, title and interest of the Company in, to or under the following property (other than such property Debentures as is described in Granting Clause Third of this Indenture), whether now owned or hereafter acquired (the “Excepted Property”):follows: [END OF RECITALS AND GRANTING CLAUSES]