exv10w5



 





Exhibit 10.5

EXECUTION VERSION




SECURITY AGREEMENT




dated as of May 23, 2007




between




EACH OF THE GRANTORS PARTY HERETO




and




THE BANK OF NOVA SCOTIA,




as Collateral Agent





 









 








TABLE OF CONTENTS




	 	 	 	 	 
	 	 	PAGE	 
	SECTION 1. DEFINITIONS; GRANT OF SECURITY
	 	 	1	 
	1.1 General Definitions
	 	 	1	 
	1.2 Definitions; Interpretation
	 	 	7	 
	 
	 	 	 	 
	SECTION 2. GRANT OF SECURITY
	 	 	7	 
	2.1 Grant of Security
	 	 	8	 
	2.2 Certain Limited Exclusions
	 	 	8	 
	 
	 	 	 	 
	SECTION 3. SECURITY FOR OBLIGATIONS; GRANTORS REMAIN LIABLE
	 	 	9	 
	3.1 Security for Obligations
	 	 	9	 
	3.2 Continuing Liability Under Collateral
	 	 	9	 
	 
	 	 	 	 
	SECTION 4. REPRESENTATIONS AND WARRANTIES AND COVENANTS
	 	 	9	 
	4.1 Generally
	 	 	9	 
	4.2 Receivables
	 	 	11	 
	4.3 Investment Related Property
	 	 	13	 
	4.4 Material Contracts
	 	 	15	 
	4.5 Intellectual Property
	 	 	16	 
	4.6 Commercial Tort Claims
	 	 	19	 
	 
	 	 	 	 
	SECTION 5. FURTHER ASSURANCES; ADDITIONAL GRANTORS
	 	 	19	 
	5.1 Further Assurances
	 	 	19	 
	5.2 Additional Grantors
	 	 	20	 
	 
	 	 	 	 
	SECTION 6. COLLATERAL AGENT APPOINTED ATTORNEY-IN-FACT
	 	 	20	 
	6.1 Power of Attorney
	 	 	20	 
	6.2 No Duty on the Part of Collateral Agent or Secured Parties
	 	 	21	 
	 
	 	 	 	 
	SECTION 7. REMEDIES
	 	 	21	 
	7.1 Generally
	 	 	21	 
	7.2 Application of Proceeds
	 	 	23	 
	7.3 Sales on Credit
	 	 	23	 
	7.4 Deposit Accounts
	 	 	23	 
	7.5 Intellectual Property
	 	 	23	 
	7.6 Cash Proceeds
	 	 	24	 
	 
	 	 	 	 
	SECTION 8. COLLATERAL AGENT
	 	 	24	 
	 
	 	 	 	 
	SECTION 9. CONTINUING SECURITY INTEREST; TRANSFER OF LOANS
	 	 	25	 
	 
	 	 	 	 
	SECTION 10. STANDARD OF CARE; COLLATERAL AGENT MAY PERFORM
	 	 	26	 
	 
	 	 	 	 
	SECTION 11. MISCELLANEOUS
	 	 	27	 






SCHEDULE 4.1 — GENERAL INFORMATION




SCHEDULE 4.3 — INVESTMENT RELATED PROPERTY




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SCHEDULE 4.5 — INTELLECTUAL PROPERTY — EXCEPTIONS




SCHEDULE 4.6 — COMMERCIAL TORT CLAIMS




EXHIBIT A — PLEDGE SUPPLEMENT




EXHIBIT B — DEPOSIT ACCOUNT CONTROL AGREEMENT




EXHIBIT C — TRADEMARK SECURITY AGREEMENT




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          This SECURITY AGREEMENT, dated as of May 23, 2007 (this “Agreement”), between EACH OF THE
UNDERSIGNED (other than the Collateral Agent (as herein defined)), whether as an original signatory
hereto or as an Additional Grantor (as herein defined) (each, a “Grantor”), and THE BANK OF NOVA
SCOTIA, as collateral agent for the Secured Parties (as herein defined) (in such capacity as
collateral agent, the “Collateral Agent”).




RECITALS:




     WHEREAS, reference is made to that certain Credit and Guaranty Agreement, dated as of the date
hereof (as it may be amended, restated, supplemented or otherwise modified from time to time, the
“Credit Agreement”), by and among Las Vegas Sands, LLC (“Company”), certain subsidiaries of
Company, the lenders party thereto from time to time (the “Lenders”), Goldman Sachs Credit Partners
L.P., Lehman Brothers Inc. and Citigroup Global Markets Inc., as joint lead arrangers, joint
bookrunners and syndication agents, The Bank of Nova Scotia, as administrative agent and Collateral
Agent, and JPMorgan Chase Bank, N.A., as documentation agent;



     WHEREAS, subject to the terms and conditions of the Credit Agreement, certain Grantors may
enter into one or more Hedging Agreements with one or more Lender Counterparties;



     WHEREAS, in consideration of the extensions of credit and other accommodations of Lenders and
Lender Counterparties as set forth in the Credit Agreement and the Hedging Agreements,
respectively, each Grantor has agreed to secure such Grantor’s obligations under the Credit
Documents and the Hedging Agreements as set forth herein;



     WHEREAS, Las Vegas Sands Corp. (“LVSC”), the direct parent of Company, entered into that
certain Indenture, dated as of February 10, 2005, as supplemented by Supplemental Indentures, dated
as of February 22, 2005 and May ___, 2007 (as it may be amended, restated, supplemented or otherwise
modified from time to time, the “LVSC Notes Indenture”), among LVSC, the subsidiary guarantors
party thereto and U.S. Bank National Association, as trustee (the “LVSC Notes Indenture Trustee”);
and



     WHEREAS, pursuant to the equal and ratable provisions set forth in the LVSC Notes Indenture,
the security interests granted herein in favor of the secured parties in respect of the Credit
Agreement will be pari passu with the security interests granted herein in favor of the holders of
LVSC Notes.



     NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants
herein contained, each Grantor and the Collateral Agent agree as follows:



SECTION 1. DEFINITIONS; GRANT OF SECURITY.




     1.1 General Definitions. In this Agreement, the following terms shall have the following
meanings:



          “Account Debtor” shall mean each Person who is obligated on a Receivable or any Supporting
Obligation related thereto.



          “Additional Grantors” shall have the meaning assigned in Section 5.3.



          “Agreement” shall have the meaning set forth in the preamble.



 









 





          “Assigned Agreements” shall mean all agreements and contracts to which such Grantor is a party
as of the date hereof, or to which such Grantor becomes a party after the date hereof, including,
without limitation, each Material Contract, as each such agreement may be amended, supplemented or
otherwise modified from time to time.



          “Bankruptcy Code” shall mean Title 11 of the United States Code entitled “Bankruptcy”, as now
and hereafter in effect, or any successor statute.



          “Cash Proceeds” shall have the meaning assigned in Section 7.6.



          “Chattel Paper” shall mean all “chattel paper” as defined in Article 9 of the UCC, including,
without limitation, “electronic chattel paper” or “tangible chattel paper”, as each term is defined
in Article 9 of the UCC.



          “Collateral” shall have the meaning assigned in Section 2.1.



          “Collateral Account” shall mean any account established by the Collateral Agent.



          “Collateral Agent” shall have the meaning set forth in the preamble.



          “Collateral Records” shall mean books, records, ledger cards, files, correspondence, customer
lists, blueprints, technical specifications, manuals, computer software, computer printouts, tapes,
disks and related data processing software and similar items that at any time evidence or contain
information relating to any of the Collateral or are otherwise necessary or helpful in the
collection thereof or realization thereupon.



          “Collateral Support” shall mean all property (real or personal) assigned, hypothecated or
otherwise securing any Collateral and shall include any security agreement or other agreement
granting a lien or security interest in such real or personal property.



          “Commercial Tort Claims” shall mean all “commercial tort claims” as defined in Article 9 of
the UCC, including, without limitation, all commercial tort claims listed on Schedule 4.6 (as such
schedule may be amended or supplemented from time to time).



          “Commodities Accounts” (i) shall mean all “commodity accounts” as defined in Article 9 of the
UCC and (ii) shall include, without limitation, all of the accounts listed on Schedule 4.3 under
the heading “Commodities Accounts” (as such schedule may be amended or supplemented from time to
time).



          “Company” shall have the meaning set forth in the recitals.



          “Copyright Licenses” shall mean any and all agreements providing for the granting of any right
in or to Copyrights (whether such Grantor is licensee or licensor thereunder) including, without
limitation, each agreement referred to in Schedule 4.5(B) (as such schedule may be amended or
supplemented from time to time).



          “Copyrights” shall mean all United States and foreign copyrights (including European Community
designs), including but not limited to copyrights in software and databases, and all Mask Works (as
defined under 17 U.S.C. 901 of the U.S. Copyright Act), whether registered or unregistered, and,
with respect to any and all of the foregoing: (i) all registrations



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and applications therefor including, without limitation, the registrations and applications
referred to in Schedule 4.5(A) (as such schedule may be amended or supplemented from time to time),
(ii) all extensions and renewals thereof, (iii) all rights corresponding thereto throughout the
world, (iv) all rights to sue for past, present and future infringements thereof, and (v) all
Proceeds of the foregoing, including, without limitation, license fees, royalties, income,
payments, claims, damages and proceeds of suit.



          “Credit Agreement” shall have the meaning set forth in the recitals.



          “Credit Obligations” shall mean all obligations of every nature of each Grantor from time to
time owed to the Agents, the Lenders and the Lender Counterparties or any of them under any Credit
Document and all extensions and renewals thereof, (including, without limitation, with respect to a
Hedging Agreement, obligations owed thereunder to any person who was a Lender or an Affiliate of a
Lender at the time such Hedging Agreement was entered into), whether for principal, interest
(including interest which, but for the filing of a petition in bankruptcy with respect to such
Grantor, would have accrued on any Credit Obligation, whether or not a claim is allowed against
such Grantor for such interest in the related bankruptcy proceeding), reimbursement of amounts
drawn under letters of credit, payments for early termination of Hedging Agreements, fees,
expenses, indemnification or otherwise.



          “Credit Secured Parties” shall mean the Agents, Lenders and the Lender Counterparties and
shall include, without limitation, all former Agents, Lenders and Lender Counterparties to the
extent that any Credit Obligations owing to such Persons were incurred while such Persons were
Agents, Lenders or Lender Counterparties and such Credit Obligations have not been paid or
satisfied in full.



          “Deposit Accounts” (i) shall mean all “deposit accounts” as defined in Article 9 of the UCC
and (ii) shall include, without limitation, all of the accounts listed on Schedule 4.3 under the
heading “Deposit Accounts” (as such schedule may be amended or supplemented from time to time).



          “Equipment” shall mean: (i) all “equipment” as defined in Article 9 of the UCC, (ii) all
machinery, manufacturing equipment, data processing equipment, computers, office equipment,
furnishings, furniture, appliances, fixtures and tools (in each case, regardless of whether
characterized as equipment under the UCC) and (iii) all accessions or additions thereto, all parts
thereof, whether or not at any time of determination incorporated or installed therein or attached
thereto, and all replacements therefor, wherever located, now or hereafter existing, including any
fixtures.



          “ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to
time, and any successor thereto.



          “Event of Default” shall have the meaning set forth in the Credit Agreement.



          “General Intangibles” (i) shall mean all “general intangibles” as defined in Article 9 of the
UCC, including “payment intangibles” also as defined in Article 9 of the UCC and (ii) shall
include, without limitation, all interest rate or currency protection or hedging arrangements, all
tax refunds, all licenses, permits, concessions and authorizations, all Assigned Agreements (in
each case, regardless of whether characterized as general intangibles under the UCC).



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          “Goods” (i) shall mean all “goods” as defined in Article 9 of the UCC and (ii) shall include,
without limitation, all Inventory and Equipment (in each case, regardless of whether characterized
as goods under the UCC).



          “Grantors” shall have the meaning set forth in the preamble.



          “Insurance” shall mean (i) all insurance policies covering any or all of the Collateral
(regardless of whether the Collateral Agent is the loss payee thereof but subject to Section 2.2)
and (ii) any key man life insurance policies (other than workers’ compensation policies and
policies covering the life or health of security guards of Sheldon G. Adelson).



          “Intellectual Property” shall mean, collectively, the Copyrights, the Copyright Licenses, the
Patents, the Patent Licenses, the Trademarks, the Trademark Licenses, the Trade Secrets, and the
Trade Secret Licenses.



          “Inventory” shall mean (i) all “inventory” as defined in Article 9 of the UCC and (ii) all
goods held for sale or lease or to be furnished under contracts of service or so leased or
furnished, all raw materials, work in process, finished goods, and materials used or consumed in
the manufacture, packing, shipping, advertising, selling, leasing, furnishing or production of such
inventory or otherwise used or consumed in any Grantor’s business; all goods in which any Grantor
has an interest in mass or a joint or other interest or right of any kind; and all goods which are
returned to or repossessed by any Grantor, all computer programs embedded in any goods and all
accessions thereto and products thereof (in each case, regardless of whether characterized as
inventory under the UCC).



          “Investment Accounts” shall mean the Collateral Account, Securities Accounts, Commodities
Accounts and Deposit Accounts.



          “Investment Related Property” shall mean all of the following (regardless of whether
classified as investment property under the UCC): all Pledged Debt, the Investment Accounts and
certificates of deposit.



          “Lender” shall have the meaning set forth in the recitals.



          “Lender Counterparty” shall mean each Lender or Agent or any Affiliate of a Lender or Agent
counterparty to a Hedging Agreement including, without limitation, each such Affiliate that enters
into a joinder agreement with the Collateral Agent.



          “LVSC Notes Indenture Trustee” shall have the meaning set forth in the recitals.



          “LVSC Notes Obligations” shall mean all obligations of every nature of Grantors from time to
time arising out of or in connection with the LVSC Notes, the LVSC Notes Indenture and the other
LVSC Notes Documents and all extensions and renewals thereof, whether for principal, interest
(including, interest that, but for the filing of a petition in bankruptcy with respect to such
Grantor, would accrue on such obligations at the contract rate whether or not a claim is allowed
against such Grantor for such interest in the related bankruptcy proceeding), payments for early
termination, fees, expenses, indemnification or otherwise.



          “LVSC Notes Secured Parties” shall mean the holders of LVSC Notes and the LVSC Notes Indenture
Trustee.



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          “Material Intellectual Property” shall have the meaning assigned in Section 4.5.



          “Non-Assignable Contract” shall mean any agreement, contract or license to which any Grantor
is a party that by its terms purports to restrict or prevent the assignment or granting of a
security interest therein (either by its terms or by any federal or state statutory prohibition or
otherwise irrespective of whether such prohibition or restriction is enforceable under Section
9-406 through 409 of the UCC).



          “Obligations” shall mean, collectively, the Credit Obligations and the LVSC Notes Obligations.



          “On-Site Cash” means amounts held in cash at any casino owned or operated by any
Credit Party in connection with and necessary for the ordinary course operations of such casino, as
reasonably certified by Borrower, which amounts shall not exceed (i) $35,000,000 for the casino at
the Venetian Facility; plus (ii) from and after the Palazzo Opening Date, $35,000,000 for the
casino located at the Palazzo Site, plus (iii) from and after the Opening Date of any other casino
owned or operated by a Credit Party, $35,000,000; provided that the foregoing limits may be
increased with the consent of the Administrative Agent (such consent not to be unreasonably
withheld) either (x) concurrently with any increase in the size of gaming areas or number of tables
located at the applicable casino, or (y) whenever the Company believes such an increase is
advisable (including as a result of any legal requirements).



          “Owned Intellectual Property” shall have the meaning assigned in Section 4.5.



          “Patent Licenses” shall mean all agreements providing for the granting of any right in or to
Patents (whether such Grantor is licensee or licensor thereunder) including, without limitation,
each agreement referred to in Schedule 4.5(B) (as such schedule may be amended or supplemented from
time to time).



          “Patents” shall mean all United States and foreign patents and certificates of invention, or
similar industrial property rights, and applications for any of the foregoing, including, but not
limited to: (i) each patent and patent application referred to in Schedule 4.5(A) hereto (as such
schedule may be amended or supplemented from time to time), (ii) all reissues, divisions,
continuations, continuations-in-part, extensions, renewals, and reexaminations thereof, (iii) all
rights corresponding thereto throughout the world, (iv) all inventions and improvements described
therein, (v) all rights to sue for past, present and future infringements thereof, and (vi) all
Proceeds of the foregoing, including, without limitation, license fees, royalties, income,
payments, claims, damages, and proceeds of suit.



          “Person” shall mean and include natural persons, corporations, limited partnerships, general
partnerships, limited liability companies, limited liability partnerships, joint stock companies,
joint ventures, associations, companies, trusts, banks, trust companies, land trusts, business
trusts or other organizations, whether or not legal entities, and governmental authorities.



          “Pledge Supplement” shall mean any supplement to this agreement in substantially the form of
Exhibit A.



          “Pledged Debt” shall mean all Indebtedness owed to any Grantor, including, without limitation,
all Indebtedness described on Schedule 4.3(A) under the heading “Pledged



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Debt” (as such schedule may be amended or supplemented from time to time), issued by the
obligors named therein, the instruments evidencing such Indebtedness, and all interest, cash,
instruments and other property or proceeds from time to time received, receivable or otherwise
distributed in respect of or in exchange for any or all of such Indebtedness.



          “Proceeds” shall mean: (i) all “proceeds” as defined in Article 9 of the UCC, (ii) payments
or distributions made with respect to any Investment Related Property and (iii) whatever is
receivable or received when Collateral or proceeds are sold, exchanged, collected or otherwise
disposed of, whether such disposition is voluntary or involuntary.



          “Receivables” shall mean all rights to payment, whether or not earned by performance, for
goods or other property sold, leased, licensed, assigned or otherwise disposed of, or services
rendered or to be rendered, including, without limitation all such rights constituting or evidenced
by any Account, Chattel Paper, Instrument, General Intangible or Investment Related Property,
together with all of Grantor’s rights, if any, in any goods or other property giving rise to such
right to payment and all Collateral Support and Supporting Obligations related thereto and all
Receivables Records.



          “Receivables Records” shall mean (i) all original copies of all documents, instruments or
other writings or electronic records or other Records evidencing the Receivables, (ii) all books,
correspondence, credit or other files, Records, ledger sheets or cards, invoices, and other papers
relating to Receivables, including, without limitation, all tapes, cards, computer tapes, computer
discs, computer runs, record keeping systems and other papers and documents relating to the
Receivables, whether in the possession or under the control of Grantor or any computer bureau or
agent from time to time acting for Grantor or otherwise, (iii) all evidences of the filing of
financing statements and the registration of other instruments in connection therewith, and
amendments, supplements or other modifications thereto, notices to other creditors or secured
parties, and certificates, acknowledgments, or other writings, including, without limitation, lien
search reports, from filing or other registration officers, (iv) all credit information, reports
and memoranda relating thereto and (v) all other written or nonwritten forms of information related
in any way to the foregoing or any Receivable.



          “Securities Accounts” (i) shall mean all “securities accounts” as defined in Article 8 of the
UCC and (ii) shall include, without limitation, all of the accounts listed on Schedule 4.4(A) under
the heading “Securities Accounts” (as such schedule may be amended or supplemented from time to
time).



          “Secured Obligations” shall have the meaning assigned in Section 3.1.



          “Secured Parties” shall mean, collectively, the Credit Secured Parties and LVSC Notes Secured
Parties.



          “Tax Code” shall mean the United States Internal Revenue Code of 1986, as amended from time to
time.



          “Trademark Licenses” shall mean any and all agreements providing for the granting of any right
in or to Trademarks (whether such Grantor is licensee or licensor thereunder) including, without
limitation, each agreement referred to in Schedule 4.5(B) (as such schedule may be amended or
supplemented from time to time).



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          “Trademarks” shall mean all United States and foreign trademarks, trade names, corporate
names, company names, business names, fictitious business names, Internet domain names, service
marks, certification marks, collective marks, logos, other source or business identifiers, designs
and general intangibles of a like nature, all registrations and applications for any of the
foregoing including, but not limited to: (i) the registrations and applications referred to in
Schedule 4.5(A) (as such schedule may be amended or supplemented from time to time), (ii) all
extensions or renewals of any of the foregoing, (iii) all of the goodwill of the business connected
with the use of and symbolized by the foregoing, (iv) the right to sue for past, present and future
infringement or dilution of any of the foregoing or for any injury to goodwill, and (v) all
Proceeds of the foregoing, including, without limitation, license fees, royalties, income,
payments, claims, damages, and proceeds of suit.



          “Trade Secret Licenses” shall mean any and all agreements providing for the granting of any
right in or to Trade Secrets (whether such Grantor is licensee or licensor thereunder) including,
without limitation, each agreement referred to in Schedule 4.5(B) (as such schedule may be amended
or supplemented from time to time).



          “Trade Secrets” shall mean all trade secrets and all other confidential or proprietary
information and know-how whether or not such Trade Secret has been reduced to a writing or other
tangible form, including but not limited to: (i) the right to sue for past, present and future
misappropriation or other violation of any Trade Secret, and (ii) all Proceeds of the foregoing,
including, without limitation, license fees, royalties, income, payments, claims, damages, and
proceeds of suit.



          “UCC” shall mean the Uniform Commercial Code as in effect from time to time in the State of
New York or, when the context implies, the Uniform Commercial Code as in effect from time to time
in any other applicable jurisdiction.



          “United States” shall mean the United States of America.



     1.2 Definitions; Interpretation. All capitalized terms used herein (including the preamble
and recitals hereto) and not otherwise defined herein shall have the meanings ascribed thereto in
the Credit Agreement or, if not defined therein, in the UCC. References to “Sections,” “Exhibits”
and “Schedules” shall be to Sections, Exhibits and Schedules, as the case may be, of this Agreement
unless otherwise specifically provided. Section headings in this Agreement are included herein for
convenience of reference only and shall not constitute a part of this Agreement for any other
purpose or be given any substantive effect. Any of the terms defined herein may, unless the
context otherwise requires, be used in the singular or the plural, depending on the reference. The
use herein of the word “include” or “including”, when following any general statement, term or
matter, shall not be construed to limit such statement, term or matter to the specific items or
matters set forth immediately following such word or to similar items or matters, whether or not
nonlimiting language (such as “without limitation” or “but not limited to” or words of similar
import) is used with reference thereto, but rather shall be deemed to refer to all other items or
matters that fall within the broadest possible scope of such general statement, term or matter. If
any conflict or inconsistency exists between this Agreement and the Credit Agreement, the Credit
Agreement shall govern. All references herein to provisions of the UCC shall include all successor
provisions under any subsequent version or amendment to any Article of the UCC.



SECTION 2. GRANT OF SECURITY.




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     2.1 Grant of Security. Subject to compliance with applicable Nevada Gaming Laws and
Pennsylvania Gaming Laws, each Grantor hereby grants to the Collateral Agent, on behalf of all
Secured Parties, a security interest in and continuing lien on all of such Grantor’s right, title
and interest in, to the following, in each case whether now owned or existing or hereafter acquired
or arising and wherever located (all of which being hereinafter collectively referred to as the
“Collateral”):



          (a) Accounts;



          (b) Chattel Paper;



          (c) Documents;



          (d) General Intangibles;



          (e) Goods;



          (f) Instruments;



          (g) Insurance;



          (h) Intellectual Property;



          (i) Investment Related Property;



          (j) Letter of Credit Rights;



          (k) Money;



          (l) Receivables and Receivable Records;



          (m) Commercial Tort Claims;



          (n) to the extent not otherwise included above, all Collateral Records, Collateral Support and
Supporting Obligations relating to any of the foregoing; and



          (o) to the extent not otherwise included above, all Proceeds, products, accessions, rents and
profits of or in respect of any of the foregoing.



     2.2 Certain Limited Exclusions. Notwithstanding anything herein to the contrary, in no event
shall the Collateral include or the security interest granted under Section 2.1 hereof attach to
(a) any property or assets for so long as such property or assets are subject to a Lien permitted
under Sections 6.2(n), (u), (r), (s) or (y) of the Credit Agreement (in the case of assets subject
to Liens under Sections 6.2(r) or (s), to the extent the documents granting or governing such Liens
or the Indebtedness secured thereby would prohibit the granting of a security interest hereunder);
(b) any Equipment to the extent such Grantor’s interest therein may not be assigned or a security
interest therein may not be granted; (c) any lease, license, contract, property rights or agreement
or other general intangible to which any Grantor is a party or any of its rights or interests
thereunder if and for so long as the grant of such security interest shall (x) constitute or result
in (i) the abandonment, invalidation or unenforceability of any right, title or interest of any
Grantor therein or (ii) in a breach or termination pursuant to the terms of, or a default under,
any such lease, license, contract property rights or agreement (other than to the extent that any
such



8









 







term would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the
UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable
law (including the Bankruptcy Code) or principles of equity), provided, however,
that the Collateral shall include and such security interest shall attach immediately at such time
as the condition causing such abandonment, invalidation or unenforceability shall be remedied and
to the extent severable, shall attach immediately to any portion of such Lease, license, contract,
property rights or agreement that does not result in any of the consequences specified in (i) or
(ii) above or (y) require any consent to assignment which has not been obtained; (d) any Equity
Interests of Company, Interface, any of their Subsidiaries or any other Person held by Company,
Interface or any of their Subsidiaries or any related partnership agreements, membership
agreements, operating agreements, joint venture agreements or any similar agreements; (e) any
assets which if pledged, hypothecated or given as collateral security would require any Grantor to
seek approval of any Nevada Gaming Authority or Pennsylvania Gaming Authority of the pledge,
hypothecation or collateralization, or require the Collateral Agent or any other Secured Party to
be licensed, qualified or found suitable by an applicable Nevada Gaming Authority or Pennsylvania
Gaming Authority; (f) the Harrah’s Shared Garage Lease; and (g) any United States intent-to-use
trademark application prior to the filing and acceptance of a statement of use or an amendment to
allege use in connection therewith.



SECTION 3. SECURITY FOR OBLIGATIONS; GRANTORS REMAIN LIABLE.




     3.1 Security for Obligations. This Agreement secures, and the Collateral is collateral
security for, the prompt and complete payment or performance in full when due, whether at stated
maturity, by required prepayment, declaration, acceleration, demand or otherwise (including the
payment of amounts that would become due but for the operation of the automatic stay under Section
362(a) of the Bankruptcy Code, 11 U.S.C. §362(a) (and any successor provision thereof)), of all
Obligations with respect to every Grantor (the “Secured Obligations").



     3.2 Continuing Liability Under Collateral. Notwithstanding anything herein to the contrary,
(i) each Grantor shall remain liable for all obligations under the Collateral and nothing contained
herein is intended or shall be a delegation of duties to the Collateral Agent or any Secured Party,
(ii) each Grantor shall remain liable under each of the agreements included in the Collateral, to
perform all of the obligations undertaken by it thereunder all in accordance with and pursuant to
the terms and provisions thereof and neither the Collateral Agent nor any Secured Party shall have
any obligation or liability under any of such agreements by reason of or arising out of this
Agreement or any other document related thereto nor shall the Collateral Agent nor any Secured
Party have any obligation to make any inquiry as to the nature or sufficiency of any payment
received by it or have any obligation to take any action to collect or enforce any rights under any
agreement included in the Collateral, and (iii) the exercise by the Collateral Agent of any of its
rights hereunder shall not release any Grantor from any of its duties or obligations under the
contracts and agreements included in the Collateral.



SECTION 4. REPRESENTATIONS AND WARRANTIES AND COVENANTS.




     4.1 Generally.



          (a) Representations and Warranties. Each Grantor hereby represents and warrants,
on the Closing Date, that:



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          (i) except as otherwise permitted by the Credit Agreement and the LVSC Notes
Indenture, it owns the Collateral purported to be owned by it or otherwise has the rights
it purports to have in each item of Collateral and, as to all Collateral whether now
existing or hereafter acquired, will continue to own or have such rights in each item of
the Collateral, in each case free and clear of any and all Liens, rights or claims of all
other Persons, other than Permitted Liens;




          (ii) the full legal name of such Grantor is as set forth on Schedule 4.1(A) and it has
not done in the last five (5) years, and does not do, business under any other name
(including any trade name or fictitious business name) except for those names set forth on
Schedule 4.1(B) (as such schedule may be amended or supplemented from time to time without
the consent of any party hereto);




          (iii) except as provided on Schedule 4.1(C), it has not changed its name, jurisdiction
of organization, chief executive office or principal place of business or its corporate
structure in any way (e.g., by merger, consolidation, change in corporate form or
otherwise) within the past five (5) years;




          (iv) (u) upon the filing of all UCC financing statements naming each Grantor as
“debtor” and the Collateral Agent as “secured party” and describing the Collateral in the
filing offices set forth opposite such Grantor’s name on Schedule 4.1(D) hereof (as such
schedule may be amended or supplemented from time to time) and other filings delivered by
each Grantor, (v) upon delivery of all Instruments, Chattel Paper, money and Pledged Debt,
(w) upon sufficient identification of Commercial Tort Claims, (x) upon execution of a
control agreement establishing the Collateral Agent’s “control” (within the meaning of
Section 8-106, 9-106 or 9-104 of the UCC, as applicable) with respect to any Investment
Account, (y) upon consent of the issuer with respect to Letter of Credit Rights, and (z) to
the extent not subject to Article 9 of the UCC, upon recordation of the security interests
granted hereunder in Patents, Trademarks and Copyrights in the applicable intellectual
property registries, including but not limited to the United States Patent and Trademark
Office and the United States Copyright Office, the security interests granted to the
Collateral Agent hereunder constitute valid and perfected first priority Liens (subject in
the case of priority only to Permitted Liens and to the rights of the United States
government (including any agency or department thereof) with respect to United States
government Receivables) on all of the Collateral to the extent a security interest in the
Collateral can be perfected under Article 9 of the UCC;




          (v) except as set forth on Schedule 4.1(F), all actions and consents, including all
filings, notices, registrations and recordings necessary or desirable for the exercise by
the Collateral Agent of the voting or other rights provided for in this Agreement or the
exercise of remedies in respect of the Collateral have been made or obtained;




          (vi) except as set forth on Schedule 4.1(F), no authorization, approval or other
action by, and no notice to or filing with, any Governmental Authority or regulatory body
is required for either (i) the pledge or grant by any Grantor of the Liens purported to be
created in favor of the Collateral Agent hereunder or (ii) the exercise by Collateral Agent
of any rights or remedies in respect of any Collateral (whether specifically granted or
created hereunder or created or provided for by applicable law), except for the filings
contemplated by clause (v) above;



10









 






          (vii) such Grantor has been duly organized as an entity of the type as set forth
opposite such Grantor’s name on Schedule 4.1(A) under the laws of the jurisdiction as set
forth opposite such Grantor’s name on Schedule 4.1(A). Such Grantor has not filed any
certificates of domestication, transfer or continuance in any other jurisdiction;




          (viii) Schedule 4.3 (as such schedule may be amended or supplemented from time to
time) sets forth under the heading “Pledged Debt” all of the Pledged Debt owned by any
Grantor and as of the date hereof all of such Pledged Debt is the legal, valid and binding
obligation of the issuers thereof and is not in default and constitutes, among other
things, all of the issued and outstanding intercompany Indebtedness; and




          (ix) all material letters of credit to which such Grantor has rights are listed on
Schedule 4.1(E).



          (b) Covenants and Agreements. Each Grantor hereby covenants and agrees that:




          (i) except for the security interest created by this Agreement, it shall not create or
suffer to exist any Lien upon or with respect to any of the Collateral, except Permitted
Liens, and such Grantor shall defend the Collateral against all Persons at any time
claiming any interest therein not permitted under the Credit Documents;




          (ii) unless waived by the Collateral Agent, it shall not change such Grantor’s name,
identity, corporate structure (e.g., by merger, consolidation, change in corporate form or
otherwise) sole place of business (or principal residence if such Grantor is a natural
person), chief executive office, type of organization or jurisdiction of organization or
establish any trade names unless it shall have (a) notified the Collateral Agent in
writing, by executing and delivering to the Collateral Agent a completed Pledge Supplement,
substantially in the form of Exhibit A attached hereto, together with all Supplements to
Schedules thereto, at least 15 days prior to any such change or establishment, identifying
such new proposed name, identity, corporate structure, sole place of business (or principal
residence if such Grantor is a natural person), chief executive office, jurisdiction of
organization or trade name and providing such other information in connection therewith as
the Collateral Agent may reasonably request and (b) taken all actions necessary or
advisable to maintain the continuous validity, perfection and the same or better priority
of the Collateral Agent’s security interest in the Collateral intended to be granted and
agreed to hereby;




          (iii) except as permitted by the Credit Documents, it shall not take or permit any
action which could impair the Collateral Agent’s rights in the Collateral in any material
respect; and




          (iv) it shall not sell, transfer or assign any Collateral except as permitted by the
Credit Agreement and the LVSC Notes Indenture.



     4.2 Receivables.



          (a) Representations and Warranties. Each Grantor represents and warrants on the
Closing Date that:




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          (i) as of the date hereof, none of the Account Debtors in respect of any Receivable in
excess of $5,000,000 individually is the government of the United States, any agency or
instrumentality thereof, any state or municipality or any foreign sovereign. As of the
date hereof, no Receivable in excess of $5,000,000 individually requires the consent of the
Account Debtor in respect thereof in connection with the pledge hereunder, except any
consent which has been obtained; and




          (ii) as of the date hereof, no Receivable is evidenced by, or constitutes, an
Instrument or Chattel Paper which has not been delivered to, or otherwise subjected to the
control of, the Collateral Agent to the extent required by, and in accordance with Section
4.3(c).



          (b) Covenants and Agreements. Each Grantor hereby covenants and agrees that:





          (i) it shall keep and maintain at its own cost and expense satisfactory and complete
records of the Receivables;




          (ii) except as otherwise provided in this subsection, each Grantor shall continue to
collect all amounts due or to become due to such Grantor under the Receivables and any
Supporting Obligation. Notwithstanding the foregoing, the Collateral Agent shall have the
right at any time during the continuance of an Event of Default to notify, or require any
Grantor to notify, any Account Debtor of the Collateral Agent’s security interest in the
Receivables and any Supporting Obligation and, in addition, at any time following the
occurrence and during the continuation of an Event of Default, the Collateral Agent may:
(1) direct the Account Debtors under any Receivables to make payment of all amounts due or
to become due to such Grantor thereunder directly to the Collateral Agent; (2) notify, or
require any Grantor to notify, each Person maintaining a lockbox or similar arrangement to
which Account Debtors under any Receivables have been directed to make payment to remit all
amounts representing collections on checks and other payment items from time to time sent
to or deposited in such lockbox or other arrangement directly to the Collateral Agent; and
(3) enforce, at the expense of such Grantor, collection of any such Receivables and to
adjust, settle or compromise the amount or payment thereof, in the same manner and to the
same extent as such Grantor might have done. If the Collateral Agent notifies any Grantor
that it has elected to collect the Receivables in accordance with the preceding sentence,
any payments of Receivables received by such Grantor shall be promptly (and in any event
within five Business Days) deposited by such Grantor in the exact form received, duly
indorsed by such Grantor to the Collateral Agent if required, in the Collateral Account
maintained under the sole dominion and control of the Collateral Agent, and until so turned
over, all amounts and proceeds (including checks and other instruments) received by such
Grantor in respect of the Receivables, any Supporting Obligation or Collateral Support
shall be received in trust for the benefit of the Collateral Agent hereunder and shall be
segregated from other funds of such Grantor and such Grantor shall not adjust, settle or
compromise the amount or payment of any Receivable, or release wholly or partly any Account
Debtor or obligor thereof, or allow any credit or discount thereon; and



          (c) Delivery and Control of Receivables. With respect to any Receivables in excess of
$5,000,000 individually that is evidenced by, or constitutes, Chattel Paper or Instruments (other
than checks), each Grantor shall cause each originally executed copy thereof to be delivered to the
Collateral Agent (or its agent or designee) appropriately indorsed to the



12









 







Collateral Agent or indorsed in blank: (i) with respect to any such Receivables in existence
on the date hereof, on or prior to the date hereof and (ii) with respect to any such Receivables
hereafter arising, within ten (10) days of such Grantor acquiring rights therein. With respect to
any Receivables in excess of $5,000,000 individually which would constitute “electronic chattel
paper” under Article 9 of the UCC, each Grantor shall take all steps necessary to give the
Collateral Agent control over such Receivables (within the meaning of Section 9-105 of the UCC):
(i) with respect to any such Receivables in existence on the date hereof, on or prior to the date
hereof and (ii) with respect to any such Receivables hereafter arising, within 30 days of such
Grantor acquiring rights therein. Any Receivable not otherwise required to be delivered or
subjected to the control of the Collateral Agent in accordance with this subsection (c) shall be
delivered or subjected to such control upon request of the Collateral Agent.



     4.3 Investment Related Property.



          4.3.1 Investment Related Property Generally



          (a) Covenants and Agreements. Each Grantor hereby covenants and agrees that:




          (i) in the event it acquires rights in any Investment Related Property after the date
hereof, it shall deliver to the Collateral Agent a completed Pledge Supplement,
substantially in the form of Exhibit A attached hereto, together with all Supplements to
Schedules thereto, reflecting such new Investment Related Property. Notwithstanding the
foregoing, it is understood and agreed that the security interest of the Collateral Agent
shall attach to all Investment Related Property immediately upon any Grantor’s acquisition
of rights therein and shall not be affected by the failure of any Grantor to deliver a
supplement to Schedule 4.3 as required hereby;




          (ii) except as provided in the next sentence, in the event such Grantor receives any
interest or distributions on any Investment Related Property, or any other securities or
property upon the merger, consolidation, liquidation or dissolution of any issuer of any
Investment Related Property, then (a) such dividends, interest or distributions and
securities or other property shall be included in the definition of Collateral without
further action and (b) such Grantor shall promptly take all steps, if any, necessary or
advisable to ensure the validity, perfection, priority and, if applicable, control of the
Collateral Agent over such Investment Related Property (including, without limitation,
delivery thereof to the Collateral Agent) and pending any such action such Grantor shall be
deemed to hold such dividends, interest, distributions, securities or other property in
trust for the benefit of the Collateral Agent and shall segregate such dividends,
distributions, securities or other property from all other property of such Grantor.
Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be
continuing, the Collateral Agent authorizes each Grantor to retain all dividends and
distributions and all payments of interest; and




          (iii) it shall notify the Collateral Agent of any default under any Pledged Debt that
has caused, either in any individual case or in the aggregate, a Material Adverse Effect.



          (b) Delivery and Control.




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          (i) Each Grantor agrees that with respect to any Investment Related Property in which
it currently has rights it shall comply with the provisions of this Section 4.3.1(b) on or
before the Credit Date and with respect to any Investment Related Property hereafter
acquired by such Grantor it shall comply with the provisions of this Section 4.3.1(b)
promptly upon acquiring rights therein, in each case in form and substance reasonably
satisfactory to the Collateral Agent. With respect to any Pledged Debt that is represented
by a certificate or that is an “instrument” (other than any Investment Related Property
credited to a Securities Account) it shall cause such certificate or instrument to be
delivered to the Collateral Agent, indorsed in blank by an “effective indorsement” (as
defined in Section 8-107 of the UCC).



          4.3.2 Investment Accounts




          (a) Representations and Warranties. Each Grantor hereby represents and warrants on the
Closing Date that:





          (i) Schedule 4.3 hereto (as such schedule may be amended or supplemented from time to
time) sets forth under the headings “Securities Accounts” and “Commodities Accounts,”
respectively, all of the Securities Accounts and Commodities Accounts in which each Grantor
customarily maintains an interest in excess of $10,000,000. Each Grantor is the sole
entitlement holder of each such Securities Account and Commodity Account, and such Grantor
has not consented to, and is not otherwise aware of, any Person (other than the Collateral
Agent pursuant hereto) having “control” (within the meanings of Sections 8-106 and 9-106 of
the UCC) over, or any other interest in, any such Securities Account or Commodity Account
or securities or other property credited thereto;




          (ii) Schedule 4.3 hereto (as such schedule may be amended or supplemented from time to
time) sets forth under the headings “Deposit Accounts” all of the Deposit Accounts in which
each Grantor customarily maintains an interest in excess of $10,000,000. Each Grantor is
the sole account holder of each such Deposit Account and such Grantor has not consented to,
and is not otherwise aware of, any Person (other than the Collateral Agent pursuant hereto)
having either sole dominion and control (within the meaning of common law) or “control”
(within the meanings of Section 9-104 of the UCC) over, or any other interest in, any such
Deposit Account or any money or other property deposited therein; and




          (iii) Each Grantor has delivered all Instruments to the Collateral Agent.



          (b) Covenant and Agreement. Each Grantor hereby covenants and agrees with the
Collateral Agent and each other Secured Party that it shall not close or terminate any Investment
Account in which the Grantor customarily maintains an interest in excess of $10,000,000 which is
subject to a control agreement without the prior consent of the Collateral Agent and unless a
successor or replacement account has been established with the consent of the Collateral Agent with
respect to which successor or replacement account a control agreement has been entered into by the
appropriate Grantor, Collateral Agent and securities intermediary or depository institution at
which such successor or replacement account is to be maintained in accordance with the provisions
of Section 4.3.2(c).



          (c) Delivery and Control



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          (i) With respect to any Investment Related Property consisting of Securities Accounts
or Securities Entitlements, it shall cause the securities intermediary maintaining such
Securities Account or Securities Entitlement to enter into an agreement satisfactory to the
Collateral Agent pursuant to which it shall agree to comply with the Collateral Agent’s
“entitlement orders” without further consent by such Grantor. With respect to any
Investment Related Property that is a “Deposit Account,” it shall cause the depositary
institution maintaining such account to enter into an agreement substantially in the form
of Exhibit B hereto (or otherwise reasonably satisfactory to the Collateral Agent),
pursuant to which the Collateral Agent shall have both sole dominion and control over such
Deposit Account (within the meaning of the common law) and “control” (within the meaning of
Section 9-104 of the UCC) over such Deposit Account. Each Grantor shall have entered into
such control agreement or agreements with respect to: (i) Securities Accounts, Securities
Entitlements or any Deposit Accounts that exist on the Closing Date, such that no more than
$25,000,000 in such accounts in the aggregate is not covered by such control agreements, as
of 90 days after the Closing Date (or such longer period as is agreed by the Collateral
Agent) and (ii) any Deposit Accounts that are created or acquired after the Closing Date,
such that no more than $25,000,000 in such accounts in the aggregate is not covered by such
control agreements, as of or prior to the deposit or transfer of any such Securities
Entitlements or funds, whether constituting moneys or investments, into such Securities
Accounts or Deposit Accounts. It is understood and agreed that no control agreements shall
be required with respect to On-Site Cash, payroll accounts, benefits accounts, or other
similar accounts designated for the benefit of third parties.




In addition to the foregoing, if any issuer of any Investment Related Property in an amount
in excess of $2,000,000 is located in a jurisdiction outside of the United States, each
Grantor shall take such additional actions, including, without limitation, causing the
issuer to register the pledge on its books and records or making such filings or
recordings, in each case as may be necessary or advisable, under the laws of such issuer’s
jurisdiction to insure the validity, perfection and priority of the security interest of
the Collateral Agent. Upon the occurrence and during the continuation of an Event of
Default, the Collateral Agent shall have the right, without notice to any Grantor, to
transfer all or any portion of the Investment Related Property to its name or the name of
its nominee or agent. In addition, the Collateral Agent shall have the right at any time
during the continuance of an Event of Default, without notice to any Grantor, to exchange
any certificates or instruments representing any Investment Related Property for
certificates or instruments of smaller or larger denominations.



     4.4 Material Contracts.



          (a) Representations and Warranties. Each Grantor hereby represents and warrants on
the Closing Date that no Material Contract (other than the Harrah’s Shared Garage Lease) prohibits
assignment or requires consent of or notice to any Person in connection with the assignment to the
Collateral Agent hereunder, except such as has been given or made or is currently sought pursuant
to Section 4.4(b)(iii) hereof.




          (b) Covenants and Agreements. Each Grantor hereby covenants and agrees that:





          (i) after the occurrence and during the continuance of an Event of Default, the
Collateral Agent may upon written notice to the applicable Grantor,



15









 







notify, or require any Grantor to notify, the counterparty to make all payments under
the Material Contracts directly to the Collateral Agent;




          (ii) each Grantor shall deliver promptly to the Collateral Agent, and in any event
within twenty (20) Business Days, after (1) any Material Contract of such Grantor is
terminated or amended in a manner that is materially adverse to such Grantor or (2) any new
Material Contract is entered into by such Grantor, a copy of such material amendment or new
contract (to the extent such delivery is permitted by the terms of any such Material
Contract, provided, no prohibition on delivery shall be effective if it were bargained for
by such Grantor with the intent of avoiding compliance with this Section 4.4(b)(iii)), and
an explanation of any actions being taken with respect thereto; and




          (iii) each Grantor shall, within thirty (30) days of the date hereof with respect to
any Non-Assignable Contract in effect on the date hereof and within thirty (30) days after
entering into any Non-Assignable Contract after the Closing Date, request in writing the
consent of the counterparty or counterparties to the Non-Assignable Contract pursuant to
the terms of such Non-Assignable Contract or applicable law to the assignment or granting
of a security interest in such Non-Assignable Contract to Secured Party and use its
commercially reasonable efforts to obtain such consent as soon as practicable thereafter.



     4.5 Intellectual Property.



          (a) Representations and Warranties. Except as disclosed in Schedule 4.5(C) (as such
schedule may be amended or supplemented from time to time), each Grantor hereby represents and
warrants, on the Closing Date and on each Credit Date, that:





          (i) Schedule 4.5(A) (as such schedule may be amended or supplemented from time to
time) sets forth a true and complete list of all United States, state and foreign
registrations of and applications for Patents, Trademarks, and Copyrights owned by each
Grantor (the “Owned Intellectual Property”) and Schedule 4.5(B) (as such schedule may be
amended or supplemented from time to time) sets forth a true and complete list of all
Patent Licenses, Trademark Licenses, Trade Secret Licenses and Copyright Licenses material
to the business of such Grantor;




          (ii) it is the sole and exclusive owner of the entire right, title, and interest in
and to all Owned Intellectual Property of such Grantor listed on Schedule 4.5(A) (as such
schedule may be amended or supplemented from time to time), and owns or has the valid right
to use all other Intellectual Property material to its business (together with the Owned
Intellectual Property, the “Material Intellectual Property”), free and clear of all Liens,
claims, encumbrances and licenses, except for Permitted Liens and the licenses set forth on
Schedule 4.5(B) (as such schedule may be amended or supplemented from time to time);




          (iii) all Owned Intellectual Property of such Grantor is subsisting and has not been
adjudged invalid or unenforceable, in whole or in part, and each Grantor has performed all
acts and has paid all renewal, maintenance, and other fees and taxes required to maintain
each and every registration and application of Copyrights, Patents and Trademarks included
in the Owned Intellectual Property of such Grantor in full force and effect;



16









 






          (iv) all Owned Intellectual Property of such Grantor is valid and enforceable; no
holding, decision, or judgment has been rendered in any action or proceeding before any
court or administrative authority challenging the validity of, such Grantor’s right to
register, or such Grantor’s rights to own or use, any such Intellectual Property and no
such action or proceeding is pending or, to the best of such Grantor’s knowledge,
threatened;




          (v) all registrations and applications for Copyrights, Patents and Trademarks included
in the Owned Intellectual Property of such Grantor are subsisting in the name of such
Grantor, and such Grantor has not licensed any Material Intellectual Property to any third
party, except as disclosed in Schedule 4.5(B) (as such schedule may be amended or
supplemented from time to time);




          (vi) to the best of such Grantor’s knowledge, the conduct of such Grantor’s business
does not infringe upon or otherwise violate, in any material respect, any Trademark,
Patent, Copyright, Trade Secret or other Intellectual Property right owned or controlled by
a third party; no claim has been made in writing that the use of any Material Intellectual
Property owned or used by Grantor violates the asserted rights of any third party; and




          (vii) to the best of such Grantor’s knowledge, no third party is infringing upon or
otherwise violating, in any material respect, any rights in any Material Intellectual
Property owned or used by such Grantor.



          (b) Covenants and Agreements. Each Grantor hereby covenants and agrees as follows:





          (i) except as permitted by the Credit Agreement, it shall not knowingly do any act or
omit to do any act that would cause any of the Material Intellectual Property to lapse, or
become abandoned, dedicated to the public, or unenforceable, or which would adversely
affect the validity, grant, or enforceability of the security interest granted therein;




          (ii) it shall not cease the use of any Trademarks included in the Owned Intellectual
Property of such Grantor or fail to maintain the level of the quality of products sold and
services rendered under any of such Trademark at a level at least substantially consistent
with the quality of such products and services as of the date hereof, and each Grantor
shall take all steps necessary to insure that licensees of such Trademarks use such
consistent standards of quality; provided, however, that the foregoing
shall not oblige such Grantor to continue to use any Trademark that such Grantor
determines, in its reasonable business judgment, is no longer beneficial or necessary to
the operation of such Grantor’s business;




          (iii) it shall promptly notify the Collateral Agent if it knows that any item of the
Owned Intellectual Property of such Grantor may become (a) abandoned or dedicated to the
public or placed in the public domain, (b) invalid or unenforceable, or (c) subject to any
adverse determination or development (including the institution of proceedings) in any
action or proceeding in the United States Patent and Trademark Office, the United States
Copyright Office, any state registry, any foreign counterpart of the foregoing, or any
court (excluding any non-final determinations of the United States Patent and Trademark
Office with respect to pending Trademark applications); provided,



17









 







however, that no such notice shall be required if any item of Owned
Intellectual Property is abandoned in connection with a contribution, distribution,
transfer or assignment of Intellectual Property that is permissible pursuant to the Credit
Agreement;




          (iv) it shall take all reasonable steps in the United States Patent and Trademark
Office, the United States Copyright Office, any state registry or any foreign counterpart
of the foregoing, to pursue any application and maintain (except as permitted by the Credit
Agreement) any registration of each Trademark, Patent, and Copyright now or hereafter
included in the Owned Intellectual Property of such Grantor including, but not limited to,
those items on Schedule 4.5(A) (as such schedule may be amended or supplemented from time
to time); provided, however, that the foregoing shall not oblige such
Grantor to pursue any application or maintain any registration for any Trademark, Patent or
Copyright that such Grantor determines, in its reasonable business judgment, is no longer
beneficial or necessary to the operation of such Grantor’s business;




          (v) in the event that any Owned Intellectual Property of such Grantor is infringed,
misappropriated, or diluted by a third party, such Grantor shall promptly take such actions
with respect to such infringement, misappropriation, or dilution as such Grantor deems
necessary or appropriate in its reasonable business judgment to protect its rights in such
Intellectual Property including, but not limited to, the initiation of a suit for
injunctive relief and to recover damages, if such Grantor deems such a suit necessary or
appropriate;




          (vi) it shall promptly (but in no event more than thirty (30) days after any Grantor
obtains knowledge thereof) report to the Collateral Agent (i) the filing in such Grantor’s
name of any application to register any Intellectual Property with the United States Patent
and Trademark Office, the United States Copyright Office, or any state registry or foreign
counterpart of the foregoing (whether such application is filed by such Grantor or through
any agent, employee, licensee, or designee thereof) and (ii) the registration in such
Grantor’s name of any Intellectual Property by any such office, in each case by executing
and delivering to the Collateral Agent a completed Pledge Supplement, substantially in the
form of Exhibit A attached hereto, together with all Supplements to Schedules thereto;




          (vii) except with the prior consent of the Collateral Agent or as permitted under the
Credit Agreement, each Grantor shall not execute, and there will not be on file in any
public office, any financing statement or other document or instruments, except financing
statements or other documents or instruments filed or to be filed in favor of the
Collateral Agent and each Grantor shall not sell, assign, transfer, license, grant any
option, or create or suffer to exist any Lien upon or with respect to the Material
Intellectual Property, except for the Lien created by and under this Agreement and the
other Credit Documents and licenses granted in the ordinary course of business;




          (viii) it shall use proper statutory notice in connection with its use of any of the
Owned Intellectual Property, consistent with such Grantor’s past practice; and




          (ix) it shall continue to collect, at its own expense, all amounts due or to become
due to such Grantor in respect of the Owned Intellectual Property or any portion thereof.
In connection with such collections, each Grantor may take (and, at



18









 







the Collateral Agent’s reasonable direction, shall take) such action as such Grantor
or the Collateral Agent may deem reasonably necessary or advisable to enforce collection of
such amounts. Notwithstanding the foregoing, the Collateral Agent shall have the right at
any time, to notify, or require any Grantor to notify, any obligors with respect to any
such amounts of the existence of the security interest created hereby.



     4.6 Commercial Tort Claims



          (a) Representations and Warranties. Each Grantor hereby represents and warrants on
the Closing Date that Schedule 4.6 (as such schedule may be amended or supplemented from time to
time) sets forth all Commercial Tort Claims of each Grantor in excess of $4,000,000 individually;
and




          (b) Covenants and Agreements. Each Grantor hereby covenants and agrees that with
respect to any Commercial Tort Claim in excess of $4,000,000 individually hereafter arising it
shall deliver (promptly, and in any event within 30 days) to the Collateral Agent a completed
Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all
Supplements to Schedules thereto, identifying such new Commercial Tort Claims.




SECTION 5. FURTHER ASSURANCES; ADDITIONAL GRANTORS.




     5.1 Further Assurances.



          (a) Each Grantor agrees that from time to time, at the expense of such Grantor, that it shall
promptly execute and deliver all further instruments and documents, and take all further action
that may be necessary or that the Collateral Agent may reasonably request, in order to create
and/or maintain the validity, perfection or priority of and protect any security interest granted
hereby or to enable the Collateral Agent to exercise and enforce its rights and remedies hereunder
with respect to any Collateral. Without limiting the generality of the foregoing, each Grantor
shall:





          (i) file such financing or continuation statements, or amendments thereto, and execute
and deliver such other agreements, instruments, endorsements, powers of attorney or
notices, as may be necessary or desirable, or as the Collateral Agent may reasonably
request, in order to perfect and preserve the security interests granted or purported to be
granted hereby; and




          (ii) take all actions necessary to ensure the recordation of appropriate evidence of
the liens and security interest granted hereunder in the Owned Intellectual Property with
any intellectual property registry in which said Owned Intellectual Property is registered
or in which an application for registration is pending including, without limitation, the
United States Patent and Trademark Office, the United States Copyright Office, the various
Secretaries of State, and the foreign counterparts of any of the foregoing.



          (b) Each Grantor hereby authorizes the Collateral Agent to file a Record or Records,
including, without limitation, financing or continuation statements, and amendments thereto, in any
jurisdictions and with any filing offices as the Collateral Agent may determine, in its reasonable
discretion, are necessary or advisable to perfect the security interest granted to the Collateral
Agent herein. Such financing statements may describe the Collateral in the same manner as
described herein or may contain an indication or description of collateral that describes



19









 







such property in any other manner as the Collateral Agent may determine, in its sole
discretion, is necessary, advisable or prudent to ensure the perfection of the security interest in
the Collateral granted to the Collateral Agent herein, including, without limitation, describing
such property as “all assets” or “all personal property, whether now owned or hereafter acquired.”
Each Grantor shall furnish to the Collateral Agent from time to time statements and schedules
further identifying and describing the Collateral and such other reports in connection with the
Collateral as the Collateral Agent may reasonably request, all in reasonable detail.



     5.2 Additional Grantors. From time to time subsequent to the date hereof, additional Persons
may become parties hereto as additional Grantors (each, an “Additional Grantor”), by executing a
Counterpart Agreement. Upon delivery of any such counterpart agreement to the Collateral Agent,
notice of which is hereby waived by Grantors, each Additional Grantor shall be a Grantor and shall
be as fully a party hereto as if Additional Grantor were an original signatory hereto. Each
Grantor expressly agrees that its obligations arising hereunder shall not be affected or diminished
by the addition or release of any other Grantor hereunder, nor by any election of Collateral Agent
not to cause any Subsidiary of Company to become an Additional Grantor hereunder. This Agreement
shall be fully effective as to any Grantor that is or becomes a party hereto regardless of whether
any other Person becomes or fails to become or ceases to be a Grantor hereunder.



SECTION 6. COLLATERAL AGENT APPOINTED ATTORNEY-IN-FACT.




     6.1 Power of Attorney. Subject to compliance with applicable Nevada Gaming Laws and
Pennsylvania Gaming Laws, each Grantor hereby irrevocably appoints the Collateral Agent (such
appointment being coupled with an interest) as such Grantor’s attorney-in-fact, with full authority
in the place and stead of such Grantor and in the name of such Grantor, the Collateral Agent or
otherwise, subject to the terms of the Credit Agreement and the LVSC Notes Indenture, this
Agreement and applicable Legal Requirements, from time to time upon and following the occurrence
and continuation of an Event of Default, in the Collateral Agent’s discretion to take any action
and to execute any instrument that the Collateral Agent may deem reasonably necessary or advisable
to accomplish the purposes of this Agreement, including, without limitation, the following:



          (a) upon the occurrence and during the continuance of any Event of Default, to obtain and
adjust insurance required to be maintained by such Grantor or paid to the Collateral Agent pursuant
to this Agreement;



          (b) upon the occurrence and during the continuance of any Event of Default, to ask for,
demand, collect, sue for, recover, compound, receive and give acquittance and receipts for moneys
due and to become due under or in respect of any of the Collateral;



          (c) upon the occurrence and during the continuance of any Event of Default, to receive,
endorse and collect any drafts or other instruments, documents and chattel paper in connection with
clause (b) above;



          (d) upon the occurrence and during the continuance of any Event of Default, to file any claims
or take any action or institute any proceedings that the Collateral Agent may deem necessary or
desirable for the collection of any of the Collateral or otherwise to enforce the rights of the
Collateral Agent with respect to any of the Collateral;



20









 





          (e) to prepare and file any UCC financing statements against such Grantor as debtor;



          (f) to prepare, sign, and file for recordation in any intellectual property registry,
appropriate evidence of the lien and security interest granted herein in the Intellectual Property
in the name of such Grantor as debtor;



          (g) to the extent permitted by the Credit Agreement, to take or cause to be taken all actions
necessary to perform or comply or cause performance or compliance with the terms of this Agreement,
including, without limitation, access to pay or discharge taxes or Liens (other than Permitted
Liens) levied or placed upon or threatened against the Collateral, the legality or validity thereof
and the amounts necessary to discharge the same to be determined by the Collateral Agent in its
sole discretion, any such payments made by the Collateral Agent to become obligations of such
Grantor to the Collateral Agent, due and payable immediately without demand; and



          (h) generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal
with any of the Collateral as fully and completely as though the Collateral Agent were the absolute
owner thereof for all purposes, and to do, at the Collateral Agent’s option and such Grantor’s
expense, at any time or from time to time, all acts and things that the Collateral Agent deems
reasonably necessary to protect, preserve or realize upon the Collateral and the Collateral Agent’s
security interest therein in order to effect the intent of this Agreement, all as fully and
effectively as such Grantor might do.



     6.2 No Duty on the Part of Collateral Agent or Secured Parties. The powers conferred on the
Collateral Agent hereunder are solely to protect the interests of the Secured Parties in the
Collateral and shall not impose any duty upon the Collateral Agent or any Secured Party to exercise
any such powers. The Collateral Agent and the Secured Parties shall be accountable only for
amounts that they actually receive as a result of the exercise of such powers, and neither they nor
any of their officers, directors, employees or agents shall be responsible to any Grantor for any
act or failure to act hereunder, except for their own gross negligence or willful misconduct.



SECTION 7. REMEDIES.




     7.1 Generally.



          (a) Subject to compliance with applicable Nevada Gaming Laws and Pennsylvania Gaming Laws, if
any Event of Default shall have occurred and be continuing, the Collateral Agent may exercise in
respect of the Collateral, in addition to all other rights and remedies provided for herein or
otherwise available to it at law or in equity, all the rights and remedies of the Collateral Agent
on default under the UCC (whether or not the UCC applies to the affected Collateral) to collect,
enforce or satisfy any Secured Obligations then owing, whether by acceleration or otherwise, and
also may pursue any of the following separately, successively or simultaneously:





          (i) require any Grantor to, and each Grantor hereby agrees that it shall at its
expense and promptly upon request of the Collateral Agent forthwith, assemble all or part
of the Collateral as directed by the Collateral Agent and make it available to the
Collateral Agent at a place to be designated by the Collateral Agent that is reasonably
convenient to both parties;



21









 






          (ii) enter onto the property where any Collateral is located and take possession
thereof with or without judicial process;




          (iii) prior to the disposition of the Collateral, store, process, repair or
recondition the Collateral or otherwise prepare the Collateral for disposition in any
manner to the extent the Collateral Agent deems appropriate; and




          (iv) without notice except as specified below or under the UCC, sell, assign, lease,
license (on an exclusive or nonexclusive basis) or otherwise dispose of the Collateral or
any part thereof in one or more parcels at public or private sale, at any of the Collateral
Agent’s offices or elsewhere, for cash, on credit or for future delivery, at such time or
times and at such price or prices and upon such other terms as the Collateral Agent may
deem commercially reasonable.



          (b) The Collateral Agent or any Secured Party may be the purchaser of any or all of the
Collateral at any public or private (to the extent to the portion of the Collateral being privately
sold is of a kind that is customarily sold on a recognized market or the subject of widely
distributed standard price quotations) sale in accordance with the UCC and the Collateral Agent, as
collateral agent for and representative of the Secured Parties, shall be entitled, for the purpose
of bidding and making settlement or payment of the purchase price for all or any portion of the
Collateral sold at any such sale made in accordance with the UCC, to use and apply any of the
Secured Obligations as a credit on account of the purchase price for any Collateral payable by the
Collateral Agent at such sale. Each purchaser at any such sale shall hold the property sold
absolutely free from any claim or right on the part of any Grantor, and each Grantor hereby waives
(to the extent permitted by applicable law) all rights of redemption, stay and/or appraisal which
it now has or may at any time in the future have under any rule of law or statute now existing or
hereafter enacted. Each Grantor agrees that, to the extent notice of sale shall be required by
law, at least ten (10) days notice to such Grantor of the time and place of any public sale or the
time after which any private sale is to be made shall constitute reasonable notification. The
Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale
having been given. The Collateral Agent may adjourn any public or private sale from time to time
by announcement at the time and place fixed therefor, and such sale may, without further notice, be
made at the time and place to which it was so adjourned. Each Grantor agrees that it would not be
commercially unreasonable for the Collateral Agent to dispose of the Collateral or any portion
thereof by using Internet sites that provide for the auction of assets of the types included in the
Collateral or that have the reasonable capability of doing so, or that match buyers and sellers of
assets. Each Grantor hereby waives any claims against the Collateral Agent arising by reason of
the fact that the price at which any Collateral may have been sold at such a private sale was less
than the price which might have been obtained at a public sale, even if the Collateral Agent
accepts the first offer received and does not offer such Collateral to more than one offeree. If
the proceeds of any sale or other disposition of the Collateral are insufficient to pay all the
Secured Obligations, Grantors shall be liable for the deficiency and the fees of any attorneys
employed by the Collateral Agent to collect such deficiency. Each Grantor further agrees that a
breach of any of the covenants contained in this Section will cause irreparable injury to the
Collateral Agent, that the Collateral Agent has no adequate remedy at law in respect of such breach
and, as a consequence, that each and every covenant contained in this Section shall be specifically
enforceable against such Grantor, and such Grantor hereby waives and agrees not to assert any
defenses against an action for specific performance of such covenants except for a defense that no
default has occurred giving rise to the Secured Obligations becoming due and payable prior to their
stated maturities. Nothing in this Section shall in any way alter the rights of the Collateral
Agent hereunder.



22









 





          (c) The Collateral Agent may sell the Collateral without giving any warranties as to the
Collateral. The Collateral Agent may specifically disclaim or modify any warranties of title or
the like. This procedure will not be considered to adversely affect the commercial reasonableness
of any sale of the Collateral.



          (d) The Collateral Agent shall have no obligation to marshal any of the Collateral.



     7.2 Application of Proceeds. Except as expressly provided elsewhere in this Agreement, all
proceeds received by the Collateral Agent in respect of any sale, any collection from, or other
realization upon all or any part of the Collateral shall be applied in full or in part by the
Collateral Agent against, the Secured Obligations in the following order of priority:
first, to the payment of all costs and expenses of such sale, collection or other
realization, including reasonable compensation to the Collateral Agent and its agents and counsel,
and all other expenses, liabilities and advances made or incurred by the Collateral Agent in
connection therewith, and all amounts for which the Collateral Agent is entitled to indemnification
hereunder (in its capacity as the Collateral Agent and not as a Lender) and all advances made by
the Collateral Agent hereunder for the account of the applicable Grantor, and to the payment of all
costs and expenses paid or incurred by the Collateral Agent in connection with the exercise of any
right or remedy hereunder or under the Credit Agreement, all in accordance with the terms hereof or
thereof; second, to the extent of any excess of such proceeds, to the payment of all other
Secured Obligations for the ratable benefit of all Secured Parties; and third, to the
extent of any excess of such proceeds, to the payment to or upon the order of such Grantor or to
whosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may
direct.



     7.3 Sales on Credit. If Collateral Agent sells any of the Collateral upon credit, Grantor
will be credited only with payments actually made by purchaser and received by Collateral Agent and
applied to indebtedness of the purchaser. In the event the purchaser fails to pay for the
Collateral, Collateral Agent may resell the Collateral and Grantor shall be credited with proceeds
of the sale.



     7.4 Deposit Accounts.



     If any Event of Default shall have occurred and be continuing, the Collateral Agent may apply
the balance from any Deposit Account subject to a control agreement or instruct the bank at which
any Deposit Account subject to a control agreement is maintained to pay the balance of any Deposit
Account to or for the benefit of the Collateral Agent.



     7.5 Intellectual Property.



          (a) Anything contained herein to the contrary notwithstanding, upon the occurrence and during
the continuation of an Event of Default:




          (i) the Collateral Agent shall have the right (but not the obligation) to bring suit
or otherwise commence any action or proceeding in the name of any Grantor, the Collateral
Agent or otherwise, in the Collateral Agent’s sole discretion, to enforce any Intellectual
Property included in the Collateral, in which event such Grantor shall, at the request of
the Collateral Agent, do any and all lawful acts and execute any and all documents required
by the Collateral Agent in aid of such enforcement and such Grantor shall promptly, upon
demand, reimburse and indemnify the Collateral Agent as provided in Section 10 hereof in
connection with the exercise of



23









 







its rights under this Section, and, to the extent that the Collateral Agent shall
elect not to bring suit to enforce any Intellectual Property as provided in this Section,
each Grantor agrees to comply with its obligations under Section 4.5(b)(v) hereof;




          (ii) upon written demand from the Collateral Agent, each Grantor shall grant, assign,
convey or otherwise transfer to the Collateral Agent or such Collateral Agent’s designee
all of such Grantor’s right, title and interest in and to the Intellectual Property
included in the Collateral and shall execute and deliver to the Collateral Agent such
documents as are necessary or appropriate to carry out the intent and purposes of this
Agreement;




          (iii) each Grantor agrees that such an assignment and/or recording shall be applied to
reduce the Secured Obligations outstanding only to the extent that the Collateral Agent (or
any Secured Party) receives cash proceeds in respect of the sale of, or other realization
upon, any Intellectual Property.



          (b) Solely for the purpose of enabling the Collateral Agent to exercise rights and remedies
under this Section 7 and at such time as the Collateral Agent shall be lawfully entitled to
exercise such rights and remedies, each Grantor hereby grants to the Collateral Agent, to the
extent it has the right to do so, an irrevocable, nonexclusive license (exercisable without payment
of royalty or other compensation to such Grantor), subject, in the case of Trademarks, to
sufficient rights of quality control and inspection in favor of such Grantor to avoid the risk of
invalidation of said Trademarks, to use, operate under, license, or sublicense any Intellectual
Property now owned or hereafter acquired by such Grantor, and wherever the same may be located.



     7.6 Cash Proceeds. In addition to the rights of the Collateral Agent specified in Section 4.2
with respect to payments of Receivables, during the continuance of an Event of Default all proceeds
of any Collateral received by any Grantor consisting of cash, checks and other similar non-cash
items (collectively, “Cash Proceeds”) shall be held by such Grantor in trust for the Collateral
Agent, segregated from other funds of such Grantor, and shall, promptly upon receipt by such
Grantor, unless otherwise provided pursuant to Section 4.3.1(a)(ii), be turned over to the
Collateral Agent in the exact form received by such Grantor (duly indorsed by such Grantor to the
Collateral Agent, if required) and held by the Collateral Agent in the Collateral Account. Any
Cash Proceeds received by the Collateral Agent from a Grantor when an Event of Default shall have
occurred and be continuing, may, in the sole discretion of the Collateral Agent, (A) be held by the
Collateral Agent for the ratable benefit of the Secured Parties, as collateral security for the
Secured Obligations (whether matured or unmatured) and/or (B) then or at any time thereafter may be
applied by the Collateral Agent against the Secured Obligations then due and owing in accordance
with the application of proceeds set forth in Section 7.2.



SECTION 8. COLLATERAL AGENT.




     The Collateral Agent has been appointed to act as Collateral Agent hereunder by Lenders and,
by their acceptance of the benefits hereof, the other Secured Parties (including the LVSC Notes
Secured Parties who, by accepting the benefits of the security interest granted hereunder, are
deemed to have appointed the Collateral Agent as their agent for purposes of the grant of the
security interests provided hereunder which secure the LVSC Note Obligations). The Collateral Agent
shall be obligated, and shall have the right hereunder, to make demands, to give notices, to
exercise or refrain from exercising any rights, and to take or refrain from taking any action



24









 




(including, without limitation, the release or substitution of Collateral), solely in
accordance with this Agreement, the Credit Agreement and the LVSC Notes Indenture;
provided, the Collateral Agent shall, after payment in full of all Obligations under the
Credit Agreement and the other Credit Documents (other than obligations under Hedging Agreements),
exercise, or refrain from exercising, any remedies provided for herein in accordance with the
instructions of the holders of a majority of the aggregate notional amount (or, with respect to any
Hedging Agreement that has been terminated in accordance with its terms, the amount then due and
payable (exclusive of expenses and similar payments but including any early termination payments
then due) under such Hedging Agreement) under all Hedging Agreements. In furtherance of the
foregoing provisions of this Section, each Secured Party, by its acceptance of the benefits hereof,
agrees that it shall have no right individually to realize upon any of the Collateral hereunder, it
being understood and agreed by such Secured Party that all rights and remedies hereunder may be
exercised solely by the Collateral Agent for the benefit of Secured Parties in accordance with the
terms of this Section. Collateral Agent may resign at any time by giving thirty (30) days’ prior
written notice thereof to Lenders, the LVSC Notes Trustee and the Grantors, and Collateral Agent
may be removed at any time with or without cause by an instrument or concurrent instruments in
writing delivered to the Grantors and Collateral Agent signed by the Requisite Lenders. Upon any
such notice of resignation or any such removal, Requisite Lenders shall have the right, upon five
(5) Business Days’ notice to the Administrative Agent and the Grantors, to appoint a successor
Collateral Agent which must be acceptable to Grantors (unless an Event of Default has occurred and
is continuing). Upon the acceptance of any appointment as Collateral Agent hereunder by a
successor Collateral Agent, that successor Collateral Agent shall thereupon succeed to and become
vested with all the rights, powers, privileges and duties of the retiring or removed Collateral
Agent under this Agreement, and the retiring or removed Collateral Agent under this Agreement shall
promptly (i) transfer to such successor Collateral Agent all sums and other items of Collateral
held hereunder, together with all records and other documents necessary or appropriate in
connection with the performance of the duties of the successor Collateral Agent under this
Agreement, and (ii) execute and deliver to such successor Collateral Agent or otherwise authorize
the filing of such amendments to financing statements, and take such other actions, as may be
necessary or appropriate in connection with the assignment to such successor Collateral Agent of
the security interests created hereunder, whereupon such retiring or removed Collateral Agent shall
be discharged from its duties and obligations under this Agreement. After any retiring or removed
Collateral Agent’s resignation or removal hereunder as the Collateral Agent, the provisions of this
Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it under
this Agreement while it was the Collateral Agent hereunder. The Collateral Agent (including any
successor Collateral Agent) shall enjoy the benefits afforded it under Section 9.6 of the Credit
Agreement, it being understood that the indemnification provided thereunder shall come from the
Lenders based on their Pro Rata Share as set forth therein, and that no indemnification shall be
sought from, or required by, any LVSC Notes Secured Parties.




SECTION 9. CONTINUING SECURITY INTEREST; TRANSFER OF LOANS.




     This Agreement shall create a continuing security interest in the Collateral and shall remain
in full force and effect until the payment in full of all Credit Obligations (other than any
contingent obligations for which no claim has yet been made), the cancellation or termination of
the Commitments and the cancellation, expiration or cash collateralization on terms acceptable to
the Issuing Bank of all outstanding Letters of Credit (it being understood that at such time, all
security interests hereunder in favor of the LVSC Notes Secured Parties and securing the LVSC Notes
Obligations shall be automatically released). Such security interests shall be binding upon each
Grantor, its successors and assigns, and inure, together with the rights and remedies of the
Collateral Agent hereunder, to the benefit of the Collateral Agent and its successors, transferees



25









 







and assigns. Without limiting the generality of the foregoing, but subject to the terms of
the Credit Agreement and the LVSC Notes Documents, any Lender or holder of LVSC Notes may assign or
otherwise transfer any Loans or LVSC Notes held by it to any other Person, and such other Person
shall thereupon become vested with all the benefits in respect thereof granted to Lenders or
holders of LVSC Notes, as the case may be, herein or otherwise. Upon the payment in full of all
Credit Obligations (other than any contingent obligations for which no claim has yet been made)
(without regard to the LVSC Notes Obligations), the cancellation, termination of the Commitments
and the cancellation, expiration or cash collateralization on terms acceptable to the Issuing Bank
of all outstanding Letters of Credit, the security interest granted hereby shall automatically
terminate hereunder and of record and all rights to the Collateral shall revert to Grantors. Upon
any such termination the Collateral Agent shall, at Grantors’ expense, execute and deliver to
Grantors or otherwise authorize the filing of such documents as Grantors shall reasonably request,
including financing statement amendments and UCC-3 termination statements to evidence such
termination. Upon any sale, transfer or other disposition of property permitted by the Credit
Agreement (or agreed to by the Requisite Lenders and/or Administrative Agent under the Credit
Agreement in accordance with the terms thereof, without any requirement to obtain the concurrence
of any holder of LVSC Notes Obligations or the LVSC Notes Indenture Trustee), the Liens granted
herein shall be deemed to be automatically released and such property shall automatically revert to
the applicable Grantor with no further action on the part of any Person. Upon the repayment of the
LVSC Notes, the Liens granted herein securing the LVSC Notes shall be automatically released with
no further action on the part of any Person, and all references in this Agreement to LVSC Notes
Obligations and LVSC Notes Secured Parties shall be deemed to be deleted. Furthermore, upon the
release of any Guarantor from the obligations of Article 7 of the Credit Agreement in accordance
with the provisions of the Credit Agreement, such Grantor (and the Collateral at such time assigned
by such Grantor pursuant hereto) shall be released from this Agreement. To the extent any property
(including Specified FF&E) is financed by any lender pursuant to an FF&E Facility or pursuant to
Section 6.1(f) or (j) the Collateral Agent shall release any Liens in favor of the Secured Parties
on such assets (subject to the standstill or intercreditor agreement, if any, executed by the
Collateral Agent or Administrative Agent in connection with such FF&E Facility). The Collateral
Agent shall, at Grantor’s expense, execute and deliver or otherwise authorize the filing of such
documents as Grantors shall reasonably request, in form and substance reasonably satisfactory to
the Collateral Agent, including financing statement amendments to evidence such releases.



SECTION 10. STANDARD OF CARE; COLLATERAL AGENT MAY PERFORM.




     The powers conferred on the Collateral Agent hereunder are solely to protect its interest in
the Collateral and shall not impose any duty upon it to exercise any such powers. Except for the
exercise of reasonable care in the custody of any Collateral in its possession and the accounting
for moneys actually received by it hereunder, the Collateral Agent shall have no duty as to any
Collateral or as to the taking of any necessary steps to preserve rights against prior parties or
any other rights pertaining to any Collateral. The Collateral Agent shall be deemed to have
exercised reasonable care in the custody and preservation of Collateral in its possession if such
Collateral is accorded treatment substantially equal to that which the Collateral Agent accords its
own property. Neither the Collateral Agent nor any of its directors, officers, employees or agents
shall be liable for failure to demand, collect or realize upon all or any part of the Collateral or
for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any
Collateral upon the request of any Grantor or otherwise. If any Grantor fails to perform any
agreement contained herein, the Collateral Agent may (to the extent provided herein) itself
perform, or cause performance of, such agreement, and the expenses of the Collateral Agent



26









 







incurred in connection therewith shall be payable by each Grantor under Section 10.2 of the
Credit Agreement.



SECTION 11. MISCELLANEOUS.




          (a) Any notice required or permitted to be given under this Agreement shall be given in
accordance with Section 10.1 of the Credit Agreement (and in the case of the LVSC Notes Indenture
Trustee, at the address designated for delivery of notices pursuant to the LVSC Notes Indenture).



          (b) No failure or delay on the part of the Collateral Agent in the exercise of any power,
right or privilege hereunder or under any other Credit Document shall impair such power, right or
privilege or be construed to be a waiver of any default or acquiescence therein, nor shall any
single or partial exercise of any such power, right or privilege preclude other or further exercise
thereof or of any other power, right or privilege. All rights and remedies existing under this
Agreement and the other Credit Documents and LVSC Notes Documents are cumulative to, and not
exclusive of, any rights or remedies otherwise available.



          (c) In case any provision in or obligation under this Agreement shall be invalid, illegal or
unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining
provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not
in any way be affected or impaired thereby. All covenants hereunder shall be given independent
effect so that if a particular action or condition is not permitted by any of such covenants, the
fact that it would be permitted by an exception to, or would otherwise be within the limitations
of, another covenant shall not avoid the occurrence of a Default or an Event of Default if such
action is taken or condition exists.



          (d) This Agreement shall be binding upon and inure to the benefit of the Collateral Agent and
Grantors and their respective successors and assigns. No Grantor shall, without the prior written
consent of the Collateral Agent given in accordance with the Credit Agreement, assign any right,
duty or obligation hereunder.



          (e) This Agreement and the other Credit Documents embody the entire agreement and
understanding between Grantors and the Collateral Agent and supersede all prior agreements and
understandings between such parties relating to the subject matter hereof and thereof.
Accordingly, the Credit Documents may not be contradicted by evidence of prior, contemporaneous or
subsequent oral agreements of the parties. There are no unwritten oral agreements between the
parties.



          (f) This Agreement may be amended only by a written amendment executed by all the parties
hereto evidencing their consent to such amendments. The consent of the Collateral Agent shall be
directed by, to the extent required by the Credit Agreement, the vote of Required Lenders (or such
other group of Lenders as is required thereunder). Amendments hereto shall not be subject to the
vote or consent of any holders of LVSC Notes or the LVSC Notes Indenture Trustee.



          (g) This Agreement may be executed in one or more counterparts and by different parties hereto
in separate counterparts, each of which when so executed and delivered shall be deemed an original,
but all such counterparts together shall constitute but one and the same instrument; signature
pages may be detached from multiple separate counterparts and



27









 







attached to a single counterpart so that all signature pages are physically attached to the
same document.



          (h) SUBJECT TO THE APPLICATION OF NEVADA GAMING LAWS AND PENNSYLVANIA GAMING LAWS, THIS
AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL
BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO
ITS CONFLICTS OF LAW PROVISIONS (OTHER THAN SECTION 5-1401 AND SECTION 5-1402 OF THE NEW YORK
GENERAL OBLIGATION LAWS).



[remainder of page intentionally left blank]




28









 








          IN WITNESS WHEREOF, each Grantor and the Collateral Agent have caused this Agreement to be
duly executed and delivered by their respective officers thereunto duly authorized as of the date
first written above.




	 	 	 	 	 
	 	LAS VEGAS SANDS, LLC

 	 
	 	By:  	/s/ Robert P. Rozek
 	 
	 	 	Name:  	Robert P. Rozek 	 
	 	 	Title:  	Senior Vice President and Chief Financial Officer 	 
	 
	 	INTERFACE GROUP-NEVADA, INC.

 	 
	 	By:  	/s/ Robert P. Rozek
 	 
	 	 	Name:  	Robert P. Rozek 	 
	 	 	Title:  	Senior Vice President and Chief Financial Officer 	 
	 
	 	LIDO CASINO RESORT HOLDING COMPANY, LLC

 	 
	 	By:  	/s/ Robert P. Rozek
 	 
	 	 	Name:  	Robert P. Rozek 	 
	 	 	Title:  	Senior Vice President and Chief Financial Officer 	 
	 
	 	LIDO INTERMEDIATE HOLDING COMPANY, LLC

 	 
	 	By:  	/s/ Robert P. Rozek
 	 
	 	 	Name:  	Robert P. Rozek 	 
	 	 	Title:  	Senior Vice President and
Chief Financial Officer 	 



29









 






	 	 	 	 	 



	 	 	 	 	 
	 	MALL INTERMEDIATE HOLDING COMPANY, LLC

 	 
	 	By:  	/s/ Robert P. Rozek
 	 
	 	 	Name:  	Robert P. Rozek 	 
	 	 	Title:  	Senior Vice President and Chief Financial Officer 	 
	 
	 	PALAZZO CONDO TOWER, LLC

 	 
	 	By:  	/s/ Robert P. Rozek
 	 
	 	 	Name:  	Robert P. Rozek 	 
	 	 	Title:  	Senior Vice President and Chief Financial Officer 	 
	 
	 	PHASE II MALL HOLDING, LLC

 	 
	 	By:  	/s/ Robert P. Rozek
 	 
	 	 	Name:  	Robert P. Rozek 	 
	 	 	Title:  	Senior Vice President and Chief Financial Officer 	 
	 
	 	PHASE II MALL SUBSIDIARY, LLC

 	 
	 	By:  	/s/ Robert P. Rozek
 	 
	 	 	Name:  	Robert P. Rozek 	 
	 	 	Title:  	Senior Vice President and Chief Financial Officer 	 
	 
	 	SANDS PENNSYLVANIA, INC.

 	 
	 	By:  	/s/ Robert P. Rozek
 	 
	 	 	Name:  	Robert P. Rozek 	 
	 	 	Title:  	Senior Vice President and Chief Financial Officer 	 



30









 






	 	 	 	 	 



	 	 	 	 	 
	 	VENETIAN CASINO RESORT, LLC

 	 
	 	By:  	/s/ Robert P. Rozek
 	 
	 	 	Name:  	Robert P. Rozek 	 
	 	 	Title:  	Senior Vice President and Chief Financial Officer 	 
	 
	 	VENETIAN MARKETING, INC.

 	 
	 	By:  	/s/ Robert P. Rozek
 	 
	 	 	Name:  	Robert P. Rozek 	 
	 	 	Title:  	Senior Vice President and Chief Financial Officer 	 
	 
	 	VENETIAN TRANSPORT LLC

 	 
	 	By:  	/s/ Robert P. Rozek
 	 
	 	 	Name:  	Robert P. Rozek 	 
	 	 	Title:  	Senior Vice President and Chief Financial Officer 	 
	 
	 	VENETIAN VENTURE DEVELOPMENT, LLC

 	 
	 	By:  	/s/ Robert P. Rozek
 	 
	 	 	Name:  	Robert P. Rozek 	 
	 	 	Title:  	Senior Vice President and Chief Financial Officer 	 
	 



31









 




	 	 	 	 	 
	 	


THE BANK OF NOVA SCOTIA,

as the Collateral Agent

 	 
	 	By:  	/s/ Chris Osborn
 	 
	 	Name:  Chris Osborn 	 
	 	Title:  Managing Director 	 



32









 






	 	 	 	 	 



SCHEDULE 4.1

TO SECURITY AGREEMENT




GENERAL INFORMATION





	(A)	 	Full Legal Name, Type of Organization, Jurisdiction of Organization, Chief Executive
Office/Sole Place of Business and Organizational Identification Number of each Grantor:





	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Chief Executive	 	 
	 

	 	Type of
	 	Jurisdiction of
	 	Office/Sole Place	 	 
	Full Legal Name

	 	Organization
	 	Organization
	 	of Business
	 	Organization I.D.#
	 

	 	 
	 	 
	 	 
	 	 






	(B)	 	Other Names (including any Trade Name or Fictitious Business Name) under which each Grantor
has conducted business for the past five (5) years:





	 	 	 
	Full Legal Name

	 	Trade Name or Fictitious Business Name
	 

	 	 






	(C)	 	Changes in Name, Jurisdiction of Organization, Chief Executive Office or Sole Place of
Business (or Principal Residence if Grantor is a Natural Person) and Corporate Structure
within past five (5) years:





	 	 	 	 	 
	Grantor

	 	Date of Change
	 	Description of Change
	 

	 	 
	 	 






	(D)	 	Financing Statements:






	 	 	 
	Grantor

	 	Filing Jurisdiction(s)
	 

	 	 






	(E)	 	Letter of Credit Rights





	 	 	 
	Grantor

	 	Description of Letters of Credit
	 

	 	 






	(F)	 	Necessary Actions and Consents





SCHEDULE 4.1-1





 









 








SCHEDULE 4.3

TO SECURITY AGREEMENT




INVESTMENT RELATED PROPERTY





	(A)	 	Pledged Debt:





	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Original	 	Outstanding	 	 	 	 
	 	 	 	 	Principal	 	Principal	 	 	 	 
	Grantor	 	Issuer	 	Amount	 	Balance	 	Issue Date	 	Maturity Date
	All Credit Parties

	 	All Credit Parties
	 	Various
	 	Various
	 	May ___, 2007
	 	On demand







	 	 	Commodities Accounts:





	 	 	 	 	 	 	 
	 

	 	Name of Commodities	 	 	 	 
	Grantor

	 	Intermediary
	 	Account Number
	 	Account Name
	 

	 	 
	 	 
	 	 






	 	 	Deposit Accounts:





	 	 	 	 	 	 	 
	Grantor

	 	Name of Depositary Bank
	 	Account Number
	 	Account Name
	 

	 	 
	 	 
	 	 





EXHIBIT 4.3-1





 









 








SCHEDULE 4.5

TO SECURITY AGREEMENT




INTELLECTUAL PROPERTY





	(A)	 	Owned Intellectual Property
	 
	(B)	 	Intellectual Property Licenses
	 
	(C)	 	Intellectual Property Exceptions





SCHEDULE 4.5-1




 









 








SCHEDULE 4.6

TO SECURITY AGREEMENT




	 	 	 
	Grantor

	 	Commercial Tort Claims
	 

	 	 





SCHEDULE 4.6-1





 









 








EXHIBIT A

TO SECURITY AGREEMENT




PLEDGE SUPPLEMENT




     This PLEDGE SUPPLEMENT, dated [mm/dd/yy], is delivered by [NAME OF GRANTOR] a [NAME OF STATE
OF INCORPORATION] [Corporation] (the “Grantor") pursuant to the Security Agreement, dated as of May
___, 2007 (as it may be from time to time amended, restated, modified or supplemented, the “Security
Agreement”), among Las Vegas Sands, LLC, the other Grantors named therein, and The Bank of Nova
Scotia, as the Collateral Agent. Capitalized terms used herein not otherwise defined herein shall
have the meanings ascribed thereto in the Security Agreement.



     Grantor hereby confirms the grant to the Collateral Agent set forth in the Security Agreement
of, and does hereby grant to the Collateral Agent, a security interest in all of Grantor’s right,
title and interest in and to all Collateral to secure the Secured Obligations, in each case whether
now or hereafter existing or in which Grantor now has or hereafter acquires an interest and
wherever the same may be located. Grantor represents and warrants that the attached Supplements to
Schedules accurately and completely set forth all additional information required pursuant to the
Security Agreement and hereby agrees that such Supplements to Schedules shall constitute part of
the Schedules to the Security Agreement.



     IN WITNESS WHEREOF, Grantor has caused this Pledge Supplement to be duly executed and
delivered by its duly authorized officer as of [mm/dd/yy].



	 	 	 	 	 	 	 
	 	 	[NAME OF GRANTOR]
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 






EXHIBIT A-1




 









 





SUPPLEMENT TO SCHEDULE 4.1

TO SECURITY AGREEMENT




Additional Information:





	(A)	 	Full Legal Name, Type of Organization, Jurisdiction of Organization, Chief Executive
Office/Sole Place of Business (or Residence if Grantor is a Natural Person) and Organizational
Identification Number of each Grantor:





	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Chief Executive	 	 
	 

	 	 	 	 	 	Office/Sole Place	 	 
	 

	 	 	 	 	 	of Business (or	 	 
	 

	 	 	 	 	 	Residence if	 	 
	 

	 	Type of
	 	Jurisdiction of
	 	Grantor is a
	 	 
	Full Legal Name

	 	Organization
	 	Organization
	 	Natural Person)
	 	Organization I.D.#
	 

	 	 
	 	 
	 	 
	 	 






	(B)	 	Other Names (including any Trade Name or Fictitious Business Name) under which each Grantor
has conducted business for the past five (5) years:





	 	 	 
	Full Legal Name
	 	Trade Name or Fictitious Business Name
	 
	 	 






	(C)	 	Changes in Name, Jurisdiction of Organization, Chief Executive Office or Sole Place of
Business (or Principal Residence if Grantor is a Natural Person) and Corporate Structure
within past five (5) years:





	 	 	 	 	 
	Name of Grantor
	 	Date of Change
	 	Description of Change
	 
	 	 
	 	 






	(D)	 	Financing Statements:





	 	 	 
	Name of Grantor
	 	Filing Jurisdiction(s)
	 
	 	 






	(E)	 	Letter of Credit Rights





	 	 	 
	Grantor

	 	Description of Letters of Credit
	 

	 	 






	(F)	 	Necessary Actions and Consents





EXHIBIT A-2




 









 








SUPPLEMENT TO SCHEDULE 4.3

TO SECURITY AGREEMENT




Additional
Information:

Pledged Debt:




Securities Account:




Commodities Accounts:




Deposit Accounts:




EXHIBIT A-3




 









 





SUPPLEMENT TO SCHEDULE 4.5

TO SECURITY AGREEMENT




Additional Information:





	(A)	 	Owned Intellectual Property
	 
	(B)	 	Intellectual Property Licenses
	 
	(C)	 	Intellectual Property Exceptions





EXHIBIT A-4





 









 








SUPPLEMENT TO SCHEDULE 4.6

TO SECURITY AGREEMENT




Additional Information:




	 	 	 
	Name of Grantor
	 	Commercial Tort Claims
	 
	 	 





EXHIBIT A-5




 









 








EXHIBIT B

TO SECURITY AGREEMENT




DEPOSIT ACCOUNT CONTROL AGREEMENT




     This Deposit Account Control Agreement dated as of [                    ], 20[___] (this “Agreement")
among [                    ] (the “Debtor"), [                    ], as collateral agent for the Secured Parties (the
“Collateral Agent") and [                    ], in its capacity as a “bank” as defined in Section 9-102 of
the UCC (in such capacity, the “Financial Institution"). Capitalized terms used but not defined
herein shall have the meaning assigned thereto in the Security Agreement, dated as of May ___, 2007,
between the Debtor, the other Grantors party thereto and the Collateral Agent (as amended,
restated, supplemented or otherwise modified from time to time, the “Security Agreement"). All
references herein to the “UCC” shall mean the Uniform Commercial Code as in effect in the State of
New York.



     Section 1. Establishment of Deposit Account. The Financial Institution hereby confirms and
agrees that:



     (a) The Financial Institution has established account number [IDENTIFY ACCOUNT NUMBER] in the
name "[IDENTIFY EXACT TITLE OF ACCOUNT]” (such account and any successor account, the “Deposit
Account") and the Financial Institution shall not change the name or account number of the Deposit
Account without the prior written consent of the Collateral Agent and, prior to delivery of a
Notice of Sole Control in substantially the form set forth in Exhibit A hereto, the Debtor; and



     (b) The Deposit Account is a “deposit account” within the meaning of Section 9-102(a)(29) of
the UCC.



     Section 2. Control of the Deposit Account. Collateral Agent hereby agrees only to deliver a
Notice of Sole Control following the occurrence, and during the continuance, of an Event of
Default. If at any time after the Delivery of a Notice of Sole Control the Financial Institution
shall receive any instructions originated by the Collateral Agent directing the disposition of
funds in the Deposit Account, the Financial Institution shall comply with such instructions without
further consent by the Debtor or any other person. The Financial Institution hereby acknowledges
that it has received notice of the security interest of the Collateral Agent in the Deposit Account
and hereby acknowledges and consents to such lien. If the Debtor is otherwise entitled to issue
instructions and such instructions conflict with any instructions issued the Collateral Agent, the
Financial Institution shall follow the instructions issued by the Collateral Agent.



     Section 3. Subordination of Lien; Waiver of Set-Off. In the event that the Financial
Institution has or subsequently obtains by agreement, by operation of law or otherwise a security
interest in the Deposit Account or any funds credited thereto, the Financial Institution hereby
agrees that such security interest shall be subordinate to the security interest of the Collateral
Agent. Money and other items credited to the Deposit Account will not be subject to deduction,
set-off, banker’s lien, or any other right in favor of any person other than the Collateral Agent
(except that the Financial Institution may set off (i) all amounts due to the Financial Institution
in respect of customary fees and expenses for the routine maintenance and operation of the Deposit
Account and (ii) the face amount of any checks which have been credited to such Deposit Account but
are subsequently returned unpaid because of uncollected or insufficient funds).



EXHIBIT B-1









 





     Section 4. Choice of Law. This Agreement and the Deposit Account shall each be governed by
the laws of the State of New York. Regardless of any provision in any other agreement, for
purposes of the UCC, New York shall be deemed to be the Financial Institution’s jurisdiction
(within the meaning of Section 9-304 of the UCC) and the Deposit Account shall be governed by the
laws of the State of New York.



     Section 5. Conflict with Other Agreements.



     (a) In the event of any conflict between this Agreement (or any portion thereof) and any
other agreement now existing or hereafter entered into, the terms of this Agreement shall prevail;



     (b) No amendment or modification of this Agreement or waiver of any right hereunder shall be
binding on any party hereto unless it is in writing and is signed by all of the parties hereto; and



     (c) The Financial Institution hereby confirms and agrees that:




     (i) There are no other agreements entered into between the Financial
Institution and the Debtor with respect to the Deposit Account [other than
                    ]; and




     (ii) It has not entered into, and until the termination of this Agreement,
will not enter into, any agreement with any other person relating the Deposit
Account and/or any funds credited thereto pursuant to which it has agreed to
comply with instructions originated by such persons as contemplated by Section
9-104 of the UCC.



     Section 6. Adverse Claims. The Financial Institution does not know of any liens, claims or
encumbrances relating to the Deposit Account. If any person asserts any lien, encumbrance or
adverse claim (including any writ, garnishment, judgment, warrant of attachment, execution or
similar process) against the Deposit Account, the Financial Institution will promptly notify the
Collateral Agent and the Debtor thereof.



     Section 7. Maintenance of Deposit Account. In addition to, and not in lieu of, the
obligation of the Financial Institution to honor instructions as set forth in Section 2 hereof, the
Financial Institution agrees to maintain the Deposit Account as follows:



     (a) Notice of Sole Control. If at any time the Collateral Agent delivers to the
Financial Institution a Notice of Sole Control in substantially the form set forth in Exhibit A
hereto, the Financial Institution agrees that after receipt of such notice, it will take all
instruction with respect to the Deposit Account solely from the Collateral Agent.



     (b) Statements and Confirmations. The Financial Institution will promptly send
copies of all statements, confirmations and other correspondence concerning the Deposit Account
simultaneously to each of the Debtor and the Collateral Agent at the address for each set forth in
Section 11 of this Agreement; and



     (c) Tax Reporting. All interest, if any, relating to the Deposit Account, shall be
reported to the Internal Revenue Service and all state and local taxing authorities under the name
and taxpayer identification number of the Debtor.



EXHIBIT B-2









 





     Section 8. Representations, Warranties and Covenants of the Financial Institution. The
Financial Institution hereby makes the following representations, warranties and covenants:



     (a) The Deposit Account has been established as set forth in Section 1 and such Deposit
Account will be maintained in the manner set forth herein until termination of this Agreement; and



     (b) This Agreement is the valid and legally binding obligation of the Financial Institution.



     Section 9. Indemnification of Financial Institution. The Debtor and the Collateral Agent
hereby agree that (a) the Financial Institution is released from any and all liabilities to the
Debtor and the Collateral Agent arising from the terms of this Agreement and the compliance of the
Financial Institution with the terms hereof, except to the extent that such liabilities arise from
the Financial Institution’s negligence and (b) the Debtor, its successors and assigns shall at all
times indemnify and save harmless the Financial Institution from and against any and all claims,
actions and suits of others arising out of the terms of this Agreement or the compliance of the
Financial Institution with the terms hereof, except to the extent that such arises from the
Financial Institution’s negligence, and from and against any and all liabilities, losses, damages,
costs, charges, counsel fees and other expenses of every nature and character arising by reason of
the same, until the termination of this Agreement.



     Section 10. Successors; Assignment. The terms of this Agreement shall be binding upon, and
shall inure to the benefit of, the parties hereto and their respective corporate successors or
heirs and personal representatives who obtain such rights solely by operation of law. The
Collateral Agent may assign its rights hereunder only with the express written consent of the
Financial Institution and by sending written notice of such assignment to the Debtor.



     Section 11 Notices. Any notice, request or other communication required or permitted to be
given under this Agreement shall be in writing and deemed to have been properly given when
delivered in person, or when sent by telecopy or other electronic means and electronic confirmation
of error free receipt is received or two (2) days after being sent by certified or registered
United States mail, return receipt requested, postage prepaid, addressed to the party at the
address set forth below.



	 	 	 	 	 
	 

	 	Debtor:
	 	[          ]
	 

	 	 	 	[          ]
	 

	 	 	 	Attention: [                    ]
	 

	 	 	 	Telecopier: [                    ]
	 
	 	 	 	 
	 

	 	Collateral Agent:
	 	The Bank of Nova Scotia
	 

	 	 	 	[          ]
	 

	 	 	 	Attention: [                    ]
	 

	 	 	 	Telecopier: [                    ]
	 
	 	 	 	 
	 

	 	Financial Institution:
	 	[          ]
	 

	 	 	 	[          ]
	 

	 	 	 	Attention: [                    ]
	 

	 	 	 	Telecopier: [                    ]






     Any party may change its address for notices in the manner set forth above.



EXHIBIT B-3









 





     Section 12. Termination. The obligations of the Financial Institution to the Collateral
Agent pursuant to this Agreement shall continue in effect until the security interest of the
Collateral Agent in the Deposit Account has been terminated pursuant to the terms of the Security
Agreement and the Collateral Agent has notified the Financial Institution of such termination in
writing. The Collateral Agent agrees to provide Notice of Termination in substantially the form of
Exhibit A hereto to the Financial Institution upon the request of the Debtor on or after the
termination of the Collateral Agent’s security interest in the Deposit Account pursuant to the
terms of the Security Agreement. The termination of this Agreement shall not terminate the Deposit
Account or alter the obligations of the Financial Institution to the Debtor pursuant to any other
agreement with respect to the Deposit Account.



     Section 13. Counterparts. This Agreement may be executed in any number of counterparts, all
of which shall constitute one and the same instrument, and any party hereto may execute this
Agreement by signing and delivering one or more counterparts.



     IN WITNESS WHEREOF, the parties hereto have caused this Deposit Account Control Agreement to
be executed as of the date first above written by their respective officers thereunto duly
authorized.



	 	 	 	 	 	 	 
	 	 	[          ],
	 	 	as Debtor	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	THE BANK OF NOVA SCOTIA,	 	 
	 	 	as Collateral Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	[          ],	 	 
	 	 	as Financial Institution	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 






EXHIBIT B-4









 





EXHIBIT A

TO DEPOSIT ACCOUNT CONTROL AGREEMENT




[Letterhead of Collateral Agent]




[Date]




[Name and Address of Financial Institution]

Attention: [                    ]




Re: Notice of Sole Control



Ladies and Gentlemen:




     As referenced in the Deposit Account Control Agreement dated as of [          ], 20[___] among
[          ] (the “Debtor"), you and the undersigned (a copy of which is attached), we hereby give you
notice of our sole control over deposit account number [                    ] (the “Deposit Account") and
all financial assets credited thereto. You are hereby instructed not to accept any direction,
instructions or entitlement orders with respect to the Deposit Account or the financial assets
credited thereto from any person other than the undersigned, unless otherwise ordered by a court of
competent jurisdiction.



     You are instructed to deliver a copy of this notice by facsimile transmission to the Debtor.



	 	 	 	 	 	 	 
	 	 	Very truly yours,

The Bank of Nova Scotia,

as Collateral Agent
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 






cc: [Name of Debtor]




EXHIBIT B-5









 





EXHIBIT B

TO DEPOSIT ACCOUNT CONTROL AGREEMENT




[Letterhead of the Collateral Agent]




[Date]




[Name and Address of Financial Institution]

Attention: [                    ]




Re: Termination of Deposit Account Control Agreement




     You are hereby notified that the Deposit Account Control Agreement dated as of [                    ],
20[_] among [Name of Debtor] (the “Debtor"), you and the undersigned (a copy of which is attached)
is terminated and you have no further obligations to the undersigned pursuant to such Agreement.
Notwithstanding any previous instructions to you, you are hereby instructed to accept all future
directions with respect to account number(s) [                    ] from the Debtor. This notice
terminates any obligations you may have to the undersigned with respect to such account, however
nothing contained in this notice shall alter any obligations which you may otherwise owe to the
Debtor pursuant to any other agreement.



     You are instructed to deliver a copy of this notice by facsimile transmission to the Debtor.



	 	 	 	 	 	 	 
	 	 	Very truly yours,

The Bank of Nova Scotia,

as Collateral Agent
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 







EXHIBIT B-6









 








EXHIBIT C

TO SECURITY AGREEMENT




FORM OF TRADEMARK SECURITY AGREEMENT




          TRADEMARK SECURITY AGREEMENT, dated as of May [___], 2007 (as amended, restated or otherwise
modified, the “Trademark Security Agreement”), between EACH OF THE UNDERSIGNED (other than the
Collateral Agent (as herein defined)), whether as an original signatory hereto or as an Additional
Grantor (as defined in the Security Agreement) (collectively, “Grantors”), and THE BANK OF NOVA
SCOTIA, in its capacity as collateral agent for the Secured Parties (together with successors and
assigns in such capacity, the “Collateral Agent").




W i t n e s s e t h:




          Whereas, Grantors are party to a Security Agreement dated as of May [___], 2007 (the
"Security Agreement”) between each of the Grantors and the other grantors party thereto and the
Collateral Agent pursuant to which the Grantors are required to execute and deliver this Trademark
Security Agreement;




          Now, Therefore, in consideration of the premises and to induce the Secured Parties to
enter into the Credit Agreement, the Grantors hereby agree with the Collateral Agent, as follows:




          SECTION 1. Defined Terms. Unless otherwise defined herein, terms defined in the
Security Agreement and used herein have the meaning given to them in the Security Agreement.




          SECTION 2. Grant of Security Interest in Trademark Collateral. Each Grantor hereby
grants to Collateral Agent, on behalf of all Secured Parties, a security interest in and continuing
lien on all of such Grantor’s right, title and interest in, to and under the following, in each
case whether new, owned or existing or hereafter acquired or arising (collectively, the “Trademark
Collateral”): all United States, and foreign trademarks, trade names, corporate names, company
names, business names, fictitious business names, Internet domain names, service marks,
certification marks, collective marks, logos, other source or business identifiers, designs and
general intangibles of a like nature, all registrations and applications for any of the foregoing
(excluding any United States intent-to-use trademark application prior to the filing and acceptance
of a statement of use or an amendment to allege use in connection therewith), including, but not
limited to: (i) the registrations and applications referred to on Schedule I hereto, (ii)
all extensions or renewals of any of the foregoing, (iii) all of the goodwill of the business
connected with the use of and symbolized by the foregoing, (iv) the right to sue for past, present
and future infringement or dilution of any of the foregoing or for any injury to goodwill, and (v)
all Proceeds of the foregoing, including, without limitation, license fees, royalties, income
payments, claims, damages and proceeds of suit (collectively, “Trademarks”).




          SECTION 3. Security Agreement. The security interest granted pursuant to this
Trademark Security Agreement is granted in conjunction with the security interest granted to the
Collateral Agent for the Secured Parties pursuant to the Security Agreement and Grantors hereby
acknowledge and affirm that the rights and remedies of the Collateral Agent with respect to the
security interest in the Trademark Collateral made and granted hereby are more fully set




EXHIBIT C-1









 







forth in the Security Agreement, the terms and provisions of which are incorporated by
reference herein as if fully set forth herein. In the event that any provision of this Trademark
Security Agreement is deemed to conflict with the Security Agreement, the provisions of the
Security Agreement shall control.




          SECTION 4. Applicable Law. This Trademark Security Agreement and the rights and
obligations of the parties hereunder shall be governed by, and shall be construed and enforced in
accordance with, the laws of the State of New York.




          SECTION 5. Counterparts. This Trademark Security Agreement may be executed in any number of
counterparts, each of which when so executed and delivered shall be deemed an original, but all
such counterparts together shall constitute but one and the same instrument.




[Remainder of page intentionally left blank]




EXHIBIT C-2









 





          In Witness Whereof, each Grantor has caused this Trademark Security Agreement to be
executed and delivered by its duly authorized officer as of the date first set forth above.




	 	 	 	 	 
	 	LAS VEGAS SANDS, LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	INTERFACE GROUP-NEVADA, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	LIDO CASINO RESORT HOLDING COMPANY, LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	LIDO INTERMEDIATE HOLDING COMPANY, LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



EXHIBIT C-3









 






	 	 	 	 	 



	 	 	 	 	 
	 	MALL INTERMEDIATE HOLDING COMPANY, LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	PALAZZO CONDO TOWER, LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	PHASE II MALL HOLDING, LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	PHASE II MALL SUBSIDIARY, LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	SANDS PENNSYLVANIA, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



EXHIBIT C-4









 






	 	 	 	 	 



	 	 	 	 	 
	 	VENETIAN CASINO RESORT, LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	VENETIAN MARKETING, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	VENETIAN TRANSPORT LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	VENETIAN VENTURE DEVELOPMENT, LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



EXHIBIT C-5









 






	 	 	 	 	 



	 	 	 	 	 
	Accepted and Agreed:
	 
	 	 	 	 
	THE BANK OF NOVA SCOTIA,
	as Collateral Agent
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	Title:	 	 







EXHIBIT C-6









 








SCHEDULE I

to

TRADEMARK SECURITY AGREEMENT




TRADEMARK REGISTRATIONS AND APPLICATIONS





EXHIBIT C-7