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Exhibit 4.4    
  






GUARANTEE AND COLLATERAL AGREEMENT  


 made by  


 VALVINO LAMORE, LLC,  


 WYNN LAS VEGAS CAPITAL CORP.,  


 PALO, LLC,  


 WYNN RESORTS HOLDINGS, LLC,  


 DESERT INN WATER COMPANY, LLC,  


 WYNN DESIGN & DEVELOPMENT, LLC,  


 WORLD TRAVEL LLC,  


 LAS VEGAS JET, LLC,  


 WYNN LAS VEGAS, LLC  


 and  


 THE OTHER GRANTORS FROM TIME TO TIME PARTY HERETO  


 in favor of  


 WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Mortgage Notes Indenture Trustee  


 Dated as of October 30, 2002  









 
 TABLE OF CONTENTS  



	 
	 
	 
	 	Page

	SECTION 1.    DEFINED TERMS	 	1
	 	1.1.	Definitions.	 	2
	 	1.2.	Other Definitional Provisions.	 	6
	

SECTION 2.    GUARANTEE	
 	

6
	 	2.1.	Guarantee.	 	6
	 	2.2.	Rights of Reimbursement, Contribution and Subrogation.	 	7
	 	2.3.	Amendments, etc. with respect to the Issuer Obligations.	 	9
	 	2.4.	Guarantee Absolute and Unconditional.	 	9
	 	2.5.	Reinstatement.	 	10
	 	2.6.	Payments.	 	10
	

SECTION 3.    GRANT OF SECURITY INTEREST	
 	

10
	

SECTION 4.    REPRESENTATIONS AND WARRANTIES	
 	

11
	 	4.1.	Title; No Other Liens.	 	11
	 	4.2.	Perfected Liens.	 	11
	 	4.3.	Name; Jurisdiction of Organization, etc.	 	12
	 	4.4.	Inventory, Equipment and Books and Records.	 	12
	 	4.5.	Farm Products.	 	12
	 	4.6.	Investment Property.	 	12
	 	4.7.	Receivables.	 	13
	 	4.8.	Contracts.	 	13
	 	4.9.	Intellectual Property.	 	14
	 	4.10.	Vehicles.	 	16
	

SECTION 5.    COVENANTS	
 	

16
	 	5.1.	Delivery and Control of Instruments, Chattel Paper, Investment Property and Deposit Accounts.	 	16
	 	5.2.	Payment of Obligations.	 	17
	 	5.3.	Maintenance of Perfected Security Interest; Further Documentation.	 	17
	 	5.4.	Changes in Locations, Name, Jurisdiction of Incorporation, etc.	 	18
	 	5.5.	Notices.	 	18
	 	5.6.	Investment Property.	 	18
	 	5.7.	Receivables.	 	19
	 	5.8.	Contracts.	 	20
	 	5.9.	Intellectual Property.	 	20
	 	5.10.	Vehicles.	 	22
	 	5.11.	Leases.  Wynn Las Vegas may	 	22
	 	5.12.	Non-Deliverable Collateral.	 	23
	

SECTION 6.    REMEDIAL PROVISIONS	
 	

23
	 	6.1.	Gaming Laws and Intercreditor Agreements.	 	23
	 	6.2.	Certain Matters Relating to Receivables.	 	23
	 	6.3.	Communications with Obligors; Grantors Remain Liable.	 	24
	 	6.4.	Pledged Securities.	 	24
	 	6.5.	Proceeds to be Turned Over To Mortgage Notes Indenture Trustee.	 	25
	 	6.6.	Application of Proceeds.	 	25
	 	6.7.	Code and Other Remedies.	 	26
	 	6.8.	Registration Rights.	 	27



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	 	6.9.	Waiver; Deficiency.	 	28
	

SECTION 7.    THE MORTGAGE NOTES INDENTURE TRUSTEE	
 	

28
	 	7.1.	Mortgage Notes Indenture Trustee's Appointment as Attorney-in-Fact, etc.	 	28
	 	7.2.	Duty of Mortgage Notes Indenture Trustee.	 	29
	 	7.3.	Filing of Financing Statements.	 	30
	 	7.4.	Authority of Mortgage Notes Indenture Trustee.	 	30
	 	7.5.	Appointment of Co-Collateral Agents.	 	30
	

SECTION 8.    MISCELLANEOUS	
 	

30
	 	8.1.	Amendments in Writing.	 	30
	 	8.2.	Notices.	 	30
	 	8.3.	No Waiver by Course of Conduct; Cumulative Remedies.	 	30
	 	8.4.	Enforcement Expenses; Indemnification.	 	31
	 	8.5.	Successors and Assigns.	 	31
	 	8.6.	Set-Off.	 	31
	 	8.7.	Counterparts.	 	31
	 	8.8.	Severability.	 	32
	 	8.9.	Section Headings.	 	32
	 	8.10.	Integration.	 	32
	 	8.11.	GOVERNING LAW	 	32
	 	8.12.	Submission to Jurisdiction; Waivers.	 	32
	 	8.13.	Acknowledgments.	 	32
	 	8.14.	Additional Grantors.	 	33
	 	8.15.	Releases.	 	33
	 	8.16.	WAIVER OF JURY TRIAL	 	33
	 	8.17.	Regulatory Matters.	 	33
	 	8.18.	Intercreditor Agreement	 	34




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GUARANTEE AND COLLATERAL AGREEMENT  


        This GUARANTEE AND COLLATERAL AGREEMENT, dated as of October 30, 2002, is made by each of the signatories hereto (together with any other entity that may
become a party hereto as provided herein, the "Grantors"), in favor of WELLS FARGO BANK, NATIONAL ASSOCIATION, in its capacity as the Mortgage Notes
Indenture Trustee (in such capacity, the "Mortgage Notes Indenture Trustee"), for the registered holders (the
"Holders") of the 12.0% Mortgage Notes due 2010 (the "Notes" ) issued by Wynn Las Vegas, LLC, a
Nevada limited liability company ("Wynn Las Vegas"), and Wynn Las Vegas Capital Corp., a Nevada corporation (together with Wynn Las Vegas, the
"Note Issuers"), in the aggregate principal amount of $370,000,000 under that certain Indenture, dated as of even date herewith (as amended,
supplemented or otherwise modified from time to time, the "Indenture"), among the Note Issuers, the other Grantors and the Mortgage Notes Indenture
Trustee. 


RECITALS:  


        WHEREAS, pursuant to the Indenture, the Holders have agreed to purchase the Notes upon the terms and subject to the conditions set forth therein; 


        WHEREAS,
the Note Issuers are members of an affiliated group of companies that includes each other Grantor; 



        WHEREAS,
the proceeds of the Notes issued under the Indenture will be used in part to enable the Note Issuers to make valuable transfers to one or more of the other Grantors in
connection with the operation of their respective businesses; 


        WHEREAS,
the Note Issuers and the other Grantors are engaged in related businesses, and each Grantor will derive substantial direct and indirect benefit from the purchase of the Notes by
the Holders under the Indenture; and 


        WHEREAS,
it is a condition precedent to the obligation of the Holders to purchase the Notes under the Indenture that the Grantors shall have executed and delivered this Agreement to the
Mortgage Notes Indenture Trustee for the ratable benefit of the Secured Parties; 



        NOW,
THEREFORE, in consideration of the premises and to induce the Mortgage Notes Indenture Trustee and the Holders to enter into the Indenture and purchase the Notes, as the case may
be, each Grantor hereby agrees with the Mortgage Notes Indenture Trustee, for the ratable benefit of the Secured Parties, as follows: 


SECTION 1.    DEFINED TERMS  


        1.1.    Definitions.    (a) Any capitalized terms used in this Agreement which are not otherwise defined herein
shall have the respective meanings ascribed to such terms in the Disbursement Agreement (as defined below) and, if not defined therein, the respective meanings ascribed to such terms in the Indenture;  provided, that (1) any such capitalized terms used in this Agreement which are defined in both the Disbursement Agreement and the Indenture shall
have the respective meanings ascribed to such terms in the Disbursement Agreement, and (2) upon termination of the Disbursement Agreement, any defined terms used herein having meanings given to
such terms in the Disbursement Agreement shall continue to have the meanings given to such terms in the Disbursement Agreement as amended and in effect immediately prior to such termination (provided
that, following any such termination of the Disbursement Agreement, such terms and the meanings therefor may be amended or modified in accordance with the Indenture). The following terms which are
defined in the Uniform Commercial Code in effect in the State of New York on the date hereof are used herein as so defined: Accounts, Certificated Security, Chattel Paper, Commodity Account, Commodity
Contract, Commodity Intermediary, Documents, Entitlement Order, Equipment, Farm Products, Financial Asset, Goods, Instruments, Inventory, Letters of Credit, Letter of Credit Rights, Payment
Intangible, Securities Account, Securities Intermediary, Security, Security Entitlement, Supporting Obligation and Uncertificated Security. 





 



        (b)  The
following terms shall have the following meanings: 


        "Administrative Agent": as defined in Section 8.18. 


        "Agreement": this Guarantee and Collateral Agreement, as the same may be amended, supplemented, replaced or otherwise modified from time
to time. 


        "Bank Guarantee and Collateral Agreement": as defined in Section 8.18. 


        "Collateral": as defined in Section 3. 


        "Collateral Account": any collateral account established by the Mortgage Notes Indenture Trustee as provided in Section 6.2 or 6.5. 


        "Contracts": the contracts and agreements listed in Schedule 7 (which include,
without limitation, all Material Contracts (as defined in the Credit Agreement) and all Material Project Documents (as defined in the Disbursement Agreement)) as such schedule may be amended,
supplemented, replaced or otherwise modified from time to time in accordance with the provisions hereof, including, without limitation, (i) all rights of any Grantor to receive moneys due and
to become due to it thereunder or in connection therewith, (ii) all rights of any Grantor to receive proceeds of any insurance, indemnity, warranty or guaranty with respect thereto,
(iii) all rights of any Grantor to damages arising thereunder, (iv) all rights of any Grantor to cancel, terminate or suspend such Contracts or the performance of work thereunder, and to
perform and compel performance of, such Contracts and to exercise all remedies thereunder and (v) all rights of any Grantor to amend or modify such Contracts and to consent to any sale,
assignment or disposition (by operation of law or otherwise) by the counterparty thereto of any part of such counterparty's interest in any such Contract. 



        "Copyright Licenses": any written agreement naming any Grantor as licensor or licensee (including, without limitation, those listed
in Schedule 6), granting any right under any Copyright, including, without limitation, the grant of rights to manufacture, distribute, exploit
and sell materials derived from any Copyright. 


        "Copyrights": (i) all copyrights, whether or not the underlying works of authorship have been published, including, but not
limited to, copyrights in software and databases, all Mask Works (as defined in 17 U.S.C. 901 of the U.S. Copyright Act) and all such underlying works of authorship and other
intellectual property rights therein, all copyrights of works based on, incorporated in, derived from or relating to works covered by such copyrights, all right, title and interest to make and exploit
all derivative works based on or adopted from works covered by such copyrights, and all copyright registrations and copyright applications, and any renewals or extensions thereof, including, without
limitation, each registration and application identified in Schedule 6, (ii) the rights to print, publish and distribute any of the
foregoing, (iii) the right to sue or otherwise recover for any and all past, present and future infringements and misappropriations thereof, (iv) all income, royalties, damages and other
payments now and hereafter due and/or payable with respect thereto (including, without limitation, payments under all Copyright Licenses entered into in connection therewith, and damages and payments
for past, present or future infringements thereof), and (v) all other rights of any kind whatsoever accruing thereunder or pertaining thereto. 


        "Deposit Account": as defined in the Uniform Commercial Code of any applicable jurisdiction and, in any event, including, without
limitation, any demand, time, savings, passbook or like account maintained with a depositary institution. 


        "Disbursement Agreement": that certain Master Disbursement Agreement dated as of October 30, 2002 among the Note Issuers,
the Mortgage Notes Indenture Trustee and the other parties signatory thereto, as the same may hereafter be amended or modified in accordance with its terms and the terms of the Indenture. 



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        "Excluded Assets": (i) the Aircraft Assets, (ii) the Company Accounts (it being understood that certain of the
Company Accounts have been pledged to the Mortgage Notes Indenture Trustee pursuant to the Company Collateral Account Agreements), (iii) any assets the acquisition of which was financed by
Indebtedness permitted by Section 4.09(b)(7) of the Indenture, to the extent that the terms of such Indebtedness prohibit additional Liens on such assets (but only to the extent and so long as
so prohibited), (iv) any Contract that prohibits the creation of a security interest therein or requires consent to such security interest (other than to the extent that any such prohibition or
consent requirement would be rendered ineffective pursuant to Section 9-406, 9-407, 9-408 or 9-409 of the New York UCC); provided, however, that
the security interest shall attach immediately at such time as the restriction prohibiting assignment shall be removed or any condition thereto shall be satisfied, and (v) all Intellectual
Property related to the name "Wynn Resorts". 



        "General Intangibles": all "general intangibles" as such term is defined in Section 9-102(a)(42) of the Uniform
Commercial Code in effect in the State of New York on the date hereof and, in any event, including, without limitation, with respect to any Grantor, all rights and interests in, to and under
contracts, agreements, instruments and indentures, including, without limitation, the Contracts, and all licenses, permits, concessions, franchises and authorizations issued by Governmental
Authorities in any form, and portions thereof, to which such Grantor is a party or under which such Grantor has any right, title or interest or to which such Grantor or any property of such Grantor is
subject, as the same may from time to time be amended, supplemented, replaced or otherwise modified, including, without limitation, (i) all rights of such Grantor to receive moneys due and to
become due to it thereunder or in connection therewith, (ii) all rights of such Grantor to receive proceeds of any insurance, indemnity, warranty or guaranty with respect thereto,
(iii) all rights of such Grantor to damages arising thereunder, (iv) all rights of such Grantor to receive any tax refunds, and (v) all rights of such Grantor to terminate and to
perform, compel performance and to exercise all remedies thereunder. 


        "Governmental Authority": any national, state or local government (whether domestic or foreign), any political subdivision thereof
or any other governmental, quasi-governmental, judicial, public or statutory instrumentality, authority, body, agency, bureau or entity, (including the Gaming Authorities, any zoning authority, the
FDIC, the Comptroller of the Currency or the Federal Reserve Board, any central bank or any comparable authority), any entity exercising executive, legislative, judicial, regulatory or
administrative functions of or pertaining to government or any arbitrator with authority to bind a party at law. 


        "Guarantor Obligations": with respect to any Guarantor, all obligations and liabilities of such Guarantor which may arise under or
in connection with this Agreement (including, without limitation, Section 2), any other Collateral Document, the Indenture or other agreement associated with the Indenture to which such
Guarantor is a party, in each case whether on account of guarantee obligations, reimbursement obligations, fees, indemnities, costs, expenses or otherwise (including, without limitation, all fees and
disbursements of counsel to any Secured Party that are required to be paid by such Guarantor pursuant to the terms of this Agreement, the Indenture or any other Collateral Document). 


        "Guarantors": the collective reference to the Grantors other than the Note Issuers. 


        "Intellectual Property": the collective reference to all rights, priorities and privileges relating to intellectual property,
whether arising under United States, multinational or foreign laws or otherwise, including, without limitation, the Copyrights, the Copyright Licenses, the Patents, the Patent Licenses, the
Trademarks, the Trademark Licenses, the Trade Secrets and the Trade Secret Licenses, and all rights to sue at law or in equity for any infringement or other impairment thereof, including the right to
receive all proceeds and damages therefrom. 



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        "Intercompany Note": any promissory note evidencing loans made by any Grantor to either Note Issuer or any of the other Grantors,
other than the Aircraft Note. 


        "Investment Property": the collective reference to (i) all "investment property" as such term is defined in
Section 9-102(a)(49) of the Uniform Commercial Code in effect in the State of New York on the date hereof including, without limitation, all Certificated Securities and
Uncertificated Securities, all Security Entitlements, all Securities Accounts, all Commodity Contracts and all Commodity Accounts, (ii) security entitlements, in the case of any United States
Treasury book-entry securities, as defined in 31 C.F.R. section 357.2, or, in the case of any United States federal agency book-entry securities, as defined in the
corresponding United States federal regulations governing such book-entry securities, and (iii) whether or not constituting "investment property" as defined in the Uniform
Commercial Code in effect in the State of New York on the date hereof, all Pledged Notes, all Pledged Stock, all Pledged Security Entitlements, all Pledged Debt Securities and all Pledged Commodity
Contracts. 


        "Issuer Obligations": with respect to each Note Issuer, the collective reference to the payment and performance by such Note Issuer
of each covenant and agreement of such Note Issuer contained in the Indenture, the Notes, each Collateral Document to which such Note Issuer is a party and each other document related thereto to which
such Note Issuer is a party. 


        "Issuers": the collective reference to each issuer of a Pledged Security. 



        "Material Adverse Effect": a material adverse condition or material adverse change in or affecting (a) the business, assets,
liabilities, property, condition (financial or otherwise), results of operations, prospects, value or management of the Issuers and the other Grantors taken as a whole, (b) the Project,
(c) the validity or enforceability of this Agreement, the Indenture or any of the other Collateral Documents, (d) the validity, enforceability or priority of the Liens purported to be
created by the Collateral Documents, or (e) the rights or remedies of any Secured Party hereunder, under the Indenture or under any of the other Collateral Documents. 



        "New York UCC": the Uniform Commercial Code as from time to time in effect in the State of New York. 


        "Non-Deliverable Collateral": as defined in Section 4.7(a). 


        "Obligations": (i) in the case of each of the Note Issuers, the Issuer Obligations, and (ii) in the case of each
Guarantor, its Guarantor Obligations. 


        "Patent License": all agreements, whether written or oral, providing for the grant by or to any Grantor of any right to
manufacture, use or sell any invention covered in whole or in part by a Patent, including, without limitation, any of the foregoing referred to in  Schedule 6. 


        "Patents": (i) all patents, patent applications and patentable inventions, including, without limitation, each issued patent
and patent application identified in Schedule 6, all certificates of invention or similar industrial property rights, (ii) all inventions
and improvements described and claimed therein, (iii) the right to sue or otherwise recover for any and all past, present and future infringements and misappropriations thereof, (iv) all
income, royalties, damages and other payments now and hereafter due and/or payable with respect thereto (including, without limitation, payments under all Patent Licenses entered into in connection
therewith, and damages and payments for past, present or future infringement thereof), and (v) all reissues, divisions, continuations, continuations-in-part,
substitutes, renewals, and extensions thereof, all improvements thereon and all other rights of any kind whatsoever accruing thereunder or pertaining thereto. 



        "Phase II Land Building": the building existing on the Phase II Land as of the date of the Indenture that is subject
to the Office Building Lease. 



4





 




        "Pledged Commodity Contracts": all commodity contracts listed on Schedule 2
and all other commodity contracts to which any Grantor is party from time to time. 



        "Pledged Debt Securities": the debt securities listed on Schedule 2,
together with any other certificates, options, rights or security entitlements of any nature whatsoever in respect of the debt securities of any Person that may be issued or granted to, or held by,
any Grantor while this Agreement is in effect. 


        "Pledged Notes": all promissory notes listed on Schedule 2, all Intercompany
Notes at any time issued to any Grantor and all other promissory notes issued to or held by any Grantor. 



        "Pledged Securities": the collective reference to the Pledged Debt Securities, the Pledged Notes and the Pledged Stock. 


        "Pledged Security Entitlements": all security entitlements with respect to the financial assets listed on  Schedule 2 and all other security entitlements of any
Grantor. 


        "Pledged Stock": the shares of Capital Stock listed on Schedule 2, together
with any other shares, stock certificates, options, rights or security entitlements of any nature whatsoever in respect of the Capital Stock of any Person that may be issued or granted to, or held by,
any Grantor while this Agreement is in effect. 


        "Proceeds": all "proceeds" as such term is defined in Section 9-102(a)(64) of the Uniform Commercial Code in
effect in the State of New York on the date hereof and, in any event, shall include, without limitation, all dividends or other income from the Pledged Securities, collections thereon or distributions
or payments with respect thereto. 


        "Receivable": any right to payment for goods or other property sold, leased, licensed or otherwise disposed of or for services
rendered, whether or not such right is evidenced by an Instrument or Chattel Paper and whether or not it has been earned by performance (including, without limitation, any Account or Payment
Intangible). References herein to a Receivable shall include any Supporting Obligation or collateral securing such Receivable. 


        "Requirement of Law": as to any Person, the governing documents or other constituent documents of such Person, and any law, treaty,
order, rule or regulation or determination of an arbitrator or a court
or other Governmental Authority, in each case applicable to or binding upon such Person or any of its Property or to which such Person or any of its Property is subject. 



        "Secured Parties": collectively, the Mortgage Notes Indenture Trustee and the Holders. 


        "Securities Act": the Securities Act of 1933, as amended. 


        "Trademark License": any agreement, whether written or oral, providing for the grant by or to any Grantor of any right to use any
Trademark, including, without limitation, any of the foregoing referred to in Schedule 6. 



        "Trademarks": (i) all trademarks, service marks, trade names, corporate names, company names, business names, trade dress,
trade styles, logos, or other indicia of origin or source identification, internet domain names, trademark and service mark registrations, and applications for trademark or service mark registrations
and any renewals thereof, including, without limitation, each registration and application identified in Schedule 6, (ii) the right to sue
or otherwise recover for any and all past, present and future infringements and misappropriations thereof, (iii) all income, royalties, damages and other payments now and hereafter due and/or
payable with respect thereto (including, without limitation, payments under all Trademark Licenses entered into in connection therewith, and damages and payments for past, present or future
infringements thereof), and (iv) all other rights of any kind whatsoever accruing thereunder or pertaining thereto, 



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together in each case with the goodwill of the business connected with the use of, and symbolized by, each of the above. 


        "Trade Secret License": any agreement, whether written or oral, providing for the grant by or to any Grantor of any right to use
any Trade Secret, including, without limitation, any of the foregoing referred to in Schedule 6. 


        "Trade Secrets": (i) all trade secrets and all confidential and proprietary information, including know-how,
manufacturing and production processes and techniques, inventions, research and development information, technical data, financial, marketing and business data, pricing and cost information, business
and marketing plans, and customer and supplier lists and information, including, without limitation, any of the foregoing referred to in  Schedule 6, (ii) the right to sue or otherwise recover
for any and all past, present and future infringements and misappropriations
thereof, (iii) all income, royalties, damages and other payments now and hereafter due and/or payable with respect thereto (including, without limitation, payments under all licenses entered
into in connection therewith, and damages and payments for past, present or future infringements thereof), and (iv) all other rights of any kind whatsoever of any Grantor accruing thereunder or
pertaining thereto. 


        "Vehicles": all cars, trucks, trailers, construction and earth moving equipment and other vehicles covered by a certificate of
title law of any jurisdiction and, in any event including, without limitation, the vehicles listed on Schedule 8 and all tires and other
appurtenances to any of the foregoing; provided, that the term "Vehicles" shall not include the Aircraft Assets. 




        1.2    Other Definitional Provisions.    (a) The words "hereof", "herein", "hereto" and "hereunder" and words
of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Section and Schedule references are to this Agreement
unless otherwise specified. 



        (b)  The
meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms. 


        (c)  Where
the context requires, terms relating to the Collateral or any part thereof, when used in relation to a Grantor, shall refer to such Grantor's Collateral or the
relevant part thereof. 


        (d)  The
expressions "payment in full," "paid in full" and any other similar terms or phrases when used herein with respect to the Issuer Obligations or the Guarantor
Obligations shall mean the unconditional, final and irrevocable payment in full, in immediately available funds, of all of the Issuer Obligations or the Guarantor Obligations, as the case may be. 



SECTION 2.    GUARANTEE  


        2.1.    Guarantee.    



        (a)  Each
of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Mortgage Notes Indenture Trustee, for the ratable benefit of the
Secured Parties and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by each of the Note Issuers when due (whether at the stated
maturity, by acceleration or otherwise) of the Issuer Obligations. 


        (b)  Each
Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the Obligations of such Guarantor under
this Section 2 not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent
Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any such Obligation. If and to the extent required in order for the Obligations of
any Guarantor to be enforceable under applicable federal, state and other laws 



6





 





relating to the insolvency of debtors, the maximum liability of such Guarantor hereunder shall be limited to the greatest amount which can lawfully be guaranteed by such Guarantor under such laws,
after giving effect to any rights of contribution, reimbursement and subrogation arising under Section 2.2. Each Guarantor acknowledges and agrees that, to the extent not prohibited by
applicable law, (i) such Guarantor (as opposed to its creditors, representatives of creditors or bankruptcy trustee, including such Guarantor in its capacity as debtor in possession exercising
any powers of a bankruptcy trustee) has no personal right under such laws to reduce, or request any judicial relief that has the effect of reducing, the amount of its liability under this Agreement,
(ii) such Guarantor (as opposed to its creditors, representatives of creditors or bankruptcy trustee, including such Guarantor in its capacity as debtor in possession exercising any powers of a
bankruptcy trustee) has no personal right to enforce the limitation set forth in this Section 2.1(b) or to reduce, or request judicial relief reducing, the amount of its liability under this
Agreement, and (iii) the limitation set forth in this Section 2.1(b) may be enforced only to the extent required under such laws in order for the obligations of such Guarantor under this
Agreement to be enforceable under such laws and only by or for the benefit of a creditor, representative of creditors or bankruptcy trustee of such Guarantor or other Person entitled, under such laws,
to enforce the provisions thereof. 


        (c)  Each
Guarantor agrees that the Issuer Obligations may at any time and from time to time be incurred or permitted in an amount exceeding the maximum liability of such
Guarantor under Section 2.1(b) without impairing the guarantee contained in this Section 2 or affecting the rights and remedies of any Secured Party hereunder. 


        (d)  The
guarantee contained in this Section 2 shall remain in full force and effect until payment in full of all Obligations, notwithstanding that from time to time
during the term of the Indenture the Note Issuers may be free from any Issuer Obligations. 


        (e)  No
payment made by either of the Note Issuers, any of the Guarantors, any other guarantor or any other Person or received or collected by any Secured Party from either
of the Note Issuers, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from
time to time in reduction of or in payment of the Issuer Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall,
notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Issuer Obligations or any payment received or collected from such Guarantor in respect of the Issuer
Obligations), remain liable for the Issuer Obligations up to the maximum liability of such Guarantor hereunder until the Issuer Obligations are paid in full. 




        2.2    Rights of Reimbursement, Contribution and Subrogation.    In case any payment is made on account of the
Obligations by any Grantor or is received or collected on account of the Obligations from any Grantor or its property: 



        (a)  If
such payment is made by either of the Note Issuers or from their property, then, if and to the extent such payment is made on account of Obligations arising from or
relating to a Note issued by the Note Issuers, neither of the Note Issuers shall be entitled (A) to demand or enforce reimbursement or contribution in respect of such payment from any other
Grantor or (B) to be subrogated to any claim, interest, right or remedy of any Secured Party against any other Person, including any other Grantor or its property; and 


        (b)  If
such payment is made by a Guarantor or from its property, such Guarantor shall be entitled, subject to and upon payment in full of the Obligations, (A) to
demand and enforce reimbursement for the full amount of such payment from the Note Issuers and (B) to demand and enforce contribution in respect of such payment from each other Guarantor which
has not paid its fair share of such payment, as necessary to ensure that (after giving effect to any enforcement of 



7





 





reimbursement rights provided hereby) each Guarantor pays its fair share of the unreimbursed portion of such payment. For this purpose, the fair share of each Guarantor as to any unreimbursed payment
shall be determined based on an equitable apportionment of such unreimbursed payment among all Guarantors based on the relative value of their assets and any other equitable considerations deemed
appropriate by the court. 


        (c)  If
and whenever (after payment in full of the Obligations) any right of reimbursement or contribution becomes enforceable by any Grantor against any other Grantor under
Sections 2.2(a) and 2.2(b), such Grantor shall be entitled, subject to and upon payment in full of the Obligations, to be subrogated (equally and ratably with all other Grantors entitled to
reimbursement or contribution from any other Grantor as set forth in this Section 2.2) to any security interest that may then be held by the Mortgage Notes Indenture Trustee upon any Collateral
granted to it in this Agreement. Such right of subrogation shall be enforceable solely against the Grantors, and not against the Secured Parties, and neither the Mortgage Notes Indenture Trustee nor
any other Secured Party shall have any duty whatsoever to warrant, ensure or protect any such right of subrogation or to obtain, perfect, maintain, hold, enforce or retain any Collateral for any
purpose related to any such right of subrogation. If subrogation is demanded by any Grantor, then (after payment in full of the Obligations) the Mortgage Notes Indenture Trustee shall deliver to the
Grantors making such demand, or to a representative of such Grantors or of the Grantors generally, an instrument satisfactory to the Mortgage Notes Indenture Trustee transferring, on a quitclaim basis
without any recourse, representation, warranty or obligation whatsoever, whatever security interest the Mortgage Notes Indenture Trustee then may hold in whatever Collateral may then exist that was
not previously released or disposed of by the Mortgage Notes Indenture Trustee. 


        (d)  All
rights and claims arising under this Section 2.2 or based upon or relating to any other right of reimbursement, indemnification, contribution or subrogation
that may at any time arise or exist in favor of any Grantor as to any payment on account of the Obligations made by it or received or collected
from its property shall be fully subordinated in all respects to the prior payment in full of all of the Obligations. Until payment in full of the Obligations, no Grantor shall demand or receive any
collateral security, payment or distribution whatsoever (whether in cash, property or securities or otherwise) on account of any such right or claim. If any such payment or distribution is made or
becomes available to any Grantor in any bankruptcy case or receivership, insolvency or liquidation proceeding, such payment or distribution shall be delivered by the person making such payment or
distribution directly to the Mortgage Notes Indenture Trustee, for application to the payment of the Obligations. If any such payment or distribution is received by any Grantor, it shall be held by
such Grantor in trust, as trustee of an express trust for the benefit of the Secured Parties, and shall forthwith be transferred and delivered by such Grantor to the Mortgage Notes Indenture Trustee,
in the exact form received and, if necessary, duly endorsed. 


        (e)  The
obligations of the Grantors under the Indenture and the Collateral Documents, including their liability for the Obligations and the enforceability of the security
interests granted thereby, are not contingent upon the validity, legality, enforceability, collectibility or sufficiency of any right of reimbursement, contribution or subrogation arising under this
Section 2.2. The invalidity, insufficiency, unenforceability or uncollectibility of any such right shall not in any respect diminish, affect or impair any such obligation or any other claim,
interest, right or remedy at any time held by any Secured Party against any Guarantor or its property. The Secured Parties make no representations or warranties in respect of any such right and shall
have no duty to assure, protect, enforce or ensure any such right or otherwise relating to any such right. 


        (f)    Each
Grantor reserves any and all other rights of reimbursement, contribution or subrogation at any time available to it as against any other Grantor, but (i) the
exercise and enforcement of such rights shall be subject to Section 2.2(d) and (ii) neither the Mortgage Notes 



8





 





Indenture Trustee nor any other Secured Party shall ever have any duty or liability whatsoever in respect of any such right, except as provided in Section 2.2(c). 


        (g)  Each
Guarantor waives any right or claims of right to cause a marshalling of the Note Issuers' or another Guarantor's assets or to proceed against any Guarantor, the
Note Issuers or any other guarantor or any of the Note Issuers' obligations in any particular order, including, but not limited to, any right arising out of Nevada Revised Statutes 40.430, to the
fullest extent permitted by Nevada Revised Statutes 40.495(2). 




        2.3    Amendments, etc. with respect to the Issuer Obligations.    Each Guarantor shall remain obligated hereunder
notwithstanding that, without any reservation of rights against any Guarantor and without notice to or further assent by any Guarantor, any demand for payment of any of the Issuer Obligations made by
any Secured Party may be rescinded by such Secured Party and any of the Issuer Obligations continued, and the Issuer Obligations, or the liability of any other Person upon or for any part thereof, or
any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, increased, extended, amended, modified, accelerated,
compromised, waived, surrendered or released by any Secured Party, and the Indenture and the Collateral Documents and any other documents executed and delivered in connection therewith may be
amended, modified, supplemented or terminated, in whole or in part, as the Mortgage Notes Indenture Trustee (or the requisite Holders under the Indenture or all Holders, as the case may be) may deem
advisable from time to time, and any collateral security, guarantee or right of offset at any time held by any Secured Party for the payment of the Issuer Obligations may be sold, exchanged, waived,
surrendered or released. No Secured Party shall have any obligation to protect, secure, perfect or insure any Lien at any time held by it as security for the Issuer Obligations or for the guarantee
contained in this Section 2 or any property subject thereto. 



        2.4    Guarantee Absolute and Unconditional.    Each Guarantor waives any and all notice of the creation, renewal,
extension or accrual of any of the Issuer Obligations and notice of or proof of reliance by any Secured Party upon the guarantee contained in this Section 2 or acceptance of the guarantee
contained in this Section 2; the Issuer Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in
reliance upon the guarantee contained in this Section 2; and all dealings between the Note Issuers and any of the Guarantors, on the one hand, and the Secured Parties, on the other hand,
likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2. Each Guarantor waives diligence, presentment, protest, demand
for payment and notice of default or nonpayment to or upon either of the Note Issuers or any of the Guarantors with respect to the Issuer Obligations. Each Guarantor understands and agrees that the
guarantee contained in this Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (a) the validity or
enforceability of the Indenture or any Collateral Document, any of the Issuer Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or
from time to time held by any Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performance hereunder) which may at any time be available
to or be asserted by either of the Note Issuers or any other Person against any Secured Party, or (c) any other circumstance whatsoever (with or without notice to or knowledge of either of the
Note Issuers or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of either of the Note Issuers for the Issuer Obligations, or of such Guarantor
under the guarantee contained in this Section 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any
Guarantor, any Secured Party may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against either of the Note Issuers, any
other Guarantor or any other Person or against any collateral security or guarantee for the Issuer Obligations or any right of offset with respect thereto, and any failure by any Secured Party to make 


9





 




any such demand, to pursue such other rights or remedies or to collect any payments from either of the Note Issuers, any other Guarantor or any other Person or to realize upon any such collateral
security or guarantee or to exercise any such right of offset, or any release of either of the Note Issuers, any other Guarantor or any other Person or any such collateral security, guarantee or right
of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law,
of any Secured Party against any Guarantor. For the purposes hereof "demand" shall include the commencement and continuance of any legal proceedings. 


        2.5    Reinstatement.    The guarantee contained in this Section 2 shall continue to be effective, or be
reinstated, as the case may be, if at any time payment, or any part thereof, of any of the Issuer Obligations is rescinded or must otherwise be restored or returned by any Secured Party upon the
insolvency, bankruptcy, dissolution, liquidation or reorganization of either of the Note Issuers or any
Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, either of the Note Issuers or any Guarantor or any substantial part
of its property, or otherwise, all as though such payments had not been made. 


        2.6    Payments.    Each Guarantor hereby guarantees that payments hereunder will be paid to the Mortgage Notes
Indenture Trustee without set-off or counterclaim in Dollars in immediately available funds at the Corporate Trust Office of the Trustee. 


SECTION 3.    GRANT OF SECURITY INTEREST  



        Each Grantor, subject to compliance with applicable Gaming Laws, hereby assigns and transfers to the Mortgage Notes Indenture Trustee, and hereby grants to the
Mortgage Notes Indenture Trustee, for the ratable benefit of the Secured Parties, a security interest in, all of the personal property of such Grantor, including, without limitation, the following
property, in each case, wherever located and now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or
interest (collectively, the "Collateral"), as collateral security for the prompt and complete payment and performance when due (whether at the stated
maturity, by acceleration or otherwise) of such Grantor's Obligations: 



        (a)  all
Accounts; 


        (b)  all
Chattel Paper; 


        (c)  all
Contracts; 


        (d)  all
Deposit Accounts; 


        (e)  all
Documents; 



        (f)    all
Equipment; 


        (g)  all
General Intangibles (including, without limitation, Payment Intangibles); 


        (h)  all
Instruments; 


        (i)    all
Intellectual Property; 


        (j)    all
Inventory; 



        (k)  all
Investment Property; 


        (l)    all
Letters of Credit and Letter of Credit Rights; 



10







  



        (m)  all
money; 


        (n)  all
Vehicles; 


        (o)  all
Goods and other property not otherwise described above: 


        (p)  all
bank accounts, all funds held therein and all certificates and instruments, if any, from time to time representing or evidencing such bank accounts; 


        (q)  all
books, records, ledger cards, files, correspondence, customer lists, blueprints, technical specifications, manuals, computer software, computer printouts, tapes,
disks and other electronic storage media 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.; 


        (r)  all
Permits; 


        (s)  all
insurance policies and all loss proceeds and other amounts payable thereunder (including, without limitation, Insurance Proceeds) and all eminent domain proceeds;
and 


        (t)    to
the extent not otherwise included, all Proceeds, accessions and products of any kind and all of the foregoing and all collateral security and guarantees given by any
Person with respect to any of the foregoing (including, without limitation, Supporting Obligations). 




        Notwithstanding
anything to the contrary in this Agreement, the term "Collateral" shall not include (i) any of the Excluded Assets, (ii) any license, permit, or
authorization issued by any of the Gaming Authorities or any other Governmental Authority, or any other Collateral, which may not be pledged or in which a security interest may not be granted under
Gaming Laws, or other applicable law, or under
the terms of any such license, permit, or authorization, or which would require a finding of suitability or other similar approval or procedure by any of the Gaming Authorities or any other
Governmental Authority prior to being pledged, hypothecated, or given as collateral security (to the extent such finding or approval has not been obtained), and (iii) any water rights, to the
extent that the requisite approvals from the Nevada Public Utility Commission for the granting of security interests therein have not been obtained. 


SECTION 4.    REPRESENTATIONS AND WARRANTIES  



        To induce the Mortgage Notes Indenture Trustee and the Holders to enter into the Indenture and purchase the Notes, as the case may be, each Grantor hereby
represents and warrants to the Secured Parties that: 


        4.1.    Title; No Other Liens.    Such Grantor owns each item of the Collateral free and clear of any and all Liens or
claims, including, without limitation, Liens arising as a result of such Grantor becoming bound (as a result of merger or otherwise) as Grantor under a security agreement entered into by another
Person, except for Permitted Liens. No effective financing statement, mortgage or other instrument similar in effect with respect to all or any part of the Collateral is on file or of record in any
public office, except such as have been filed in favor of the Mortgage Notes Indenture Trustee, for the ratable benefit of the Secured Parties, pursuant to this Agreement or as are otherwise permitted
by the Indenture. 


        4.2.    Perfected Liens.    (a) The security interests granted pursuant to this Agreement (i) constitute
valid and, subject only to the filing of the financing statements and the taking of the other actions listed on Schedule 3 hereto, fully
perfected security interests in all of the Collateral (other than Intellectual Property arising under foreign laws which is not listed on  Schedule 6 or which is listed as "immaterial" on
Schedule 6) in favor of the Mortgage
Notes Indenture Trustee, for the ratable benefit of the Secured Parties, as collateral security for such Grantor's Obligations, enforceable in accordance 


11





 




with the terms hereof against all creditors of such Grantor and (ii) are subject to no other Liens on the Collateral except for Permitted Liens. Without limiting the foregoing, each Grantor
has taken all actions necessary or desirable, including, without limitation, those specified in Section 5.2 to: (i) establish the Mortgage Notes Indenture Trustee's "control" (within the
meanings of Sections 8-106 and 9-106 of the New York UCC) over any portion of the Investment Property constituting Certificated Securities, Uncertificated Securities,
Securities Accounts, Securities Entitlements or Commodity Accounts (each as defined in the New York UCC), (ii) establish the Mortgage Notes Indenture Trustee's "control" (within the meaning of
Section 9-104 of the New York UCC) over all Deposit Accounts, and (iii) establish the Mortgage Notes Indenture Trustee's "control" (within the meaning of
Section 9-107 of the New York UCC) over all Letter of Credit Rights. 



        (b)  No
authorization, approval or other action by, and no notice to or filing with, any Governmental Authority or regulatory body (except those which have been made or
obtained) is required for either
(i) the pledge or grant by any Grantor of the security interests purported to be created in favor of the Mortgage Notes Indenture Trustee hereunder or (ii) the exercise by the Mortgage
Notes Indenture Trustee 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 (A) for
filings and actions specified on Schedule 3 and (B) as may be required, in connection with the disposition of any Investment Property, by
laws generally affecting the offering and sale of securities; 




        4.3.    Name; Jurisdiction of Organization, etc.    On the date hereof, such Grantor's exact legal name (as indicated
on the public record of such Grantor's jurisdiction of formation or organization), jurisdiction of organization and the location of such Grantor's chief executive office or sole place of business are
specified on Schedule 4. Each Grantor is organized solely under the law of the jurisdiction so specified and has not filed any certificates of
domestication, transfer or continuance in any other jurisdiction. Except as otherwise indicated on Schedule 4, the jurisdiction of each such
Grantor's organization of formation is required to maintain a public record showing the Grantor to have been organized or formed. Except as specified on  Schedule 4, such Grantor has not changed its
name, jurisdiction of organization, chief executive office or sole place of business or its
corporate structure in any way (e.g. by merger, consolidation, change in corporate form or otherwise) within the previous five year period ending on the date hereof and has not within such period
become bound (whether as a result of merger or otherwise) as grantor under a security agreement entered into by another Person, which has not heretofore been terminated. 



        4.4.    Inventory, Equipment and Books and Records.    On the date hereof, the Inventory and the Equipment (other than
mobile goods) and the books and records pertaining to the Collateral are kept at the locations listed on Schedule 5. No material Inventory or
Equipment (in the aggregate) of such Grantor is in the possession of an issuer of a negotiable document (as defined in Section 7-104 of the UCC) therefor that has not been delivered
to the Mortgage Notes Indenture Trustee or is otherwise in the possession of any bailee or warehouseman. 



        4.5.    Farm Products.    None of the Collateral constitutes, or is the Proceeds of, Farm Products. 


        4.6.    Investment Property.    (a) The shares of Pledged Stock pledged by such Grantor hereunder constitute
all of the issued and outstanding shares of all classes of the Capital Stock of each Issuer owned by such Grantor. 



        (b)  All
the shares of the Pledged Stock of such Grantor have been duly and validly issued and are fully paid and nonassessable. 



        (c)  Each
limited liability company interest or partnership interest owned by such Grantor and included in the Pledged Stock is certificated (and each Grantor covenants that
it will not issue or cause or permit its Subsidiaries to issue any Capital Stock in uncertificated form or seek to convert 



12





 





all or any part of its existing Capital Stock into uncertificated form) and the terms of such certificated limited liability company interests and partnership interests expressly provide that they
are securities governed by Article 8 of the Uniform Commercial Code in effect from time to time in the applicable jurisdiction. 


        (d)  Each
of the Pledged Notes issued to such Grantor constitutes the legal, valid and binding obligation of the obligor with respect thereto, enforceable in accordance with
its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, general
equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. 



        (e)  Such
Grantor is the record and beneficial owner of, and has good and marketable title to, the Investment Property pledged by it hereunder, free of any and all Liens or
options in favor of, or claims of, any other Person, except Permitted Liens. 


        (f)    Each
Issuer that is not a Grantor hereunder but is an Affiliate of any Grantor has executed and delivered to the Mortgage Notes Indenture Trustee an Acknowledgment and
Agreement, in substantially the form of Exhibit A, to the pledge of the Pledged Securities pursuant to this Agreement. 




        4.7.    Receivables.    (a) No amount payable to such Grantor under or in connection with any Receivable is
evidenced by any Instrument or Chattel Paper which has not been delivered to the Mortgage Notes Indenture Trustee (other than Receivables evidenced by Instruments representing (i) extensions of
credit by the Note Issuers to individual customers of its gaming operations in the ordinary course of business and (ii) loans to employees expressly permitted under the Indenture (collectively,
the "Non-Deliverable Collateral"). 



        (b)  None
of the obligors on any material Receivables is a Governmental Authority. 



        (c)  The
amounts represented by such Grantor to the Secured Parties from time to time as owing to such Grantor in respect of the Receivables will at such times be materially
accurate. 




        4.8.    Contracts.    (a) Except as specified on  Schedule 7, hereto, no Contract prohibits assignment by the applicable
Grantor or requires or purports to require the consent of any party (other
than such Grantor) to such Contract in connection with the execution, delivery and performance of this Agreement. 



        (b)  Except,
after the Closing Date, as expressly permitted by the Indenture or the Disbursement Agreement, each Contract is in full force and effect and constitutes a valid
and legally enforceable obligation of the parties thereto, subject to the effects of bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors'
rights generally, general equitable principles (whether considered in a proceeding in equity or at law). 


        (c)  No
consent or authorization of, filing with or other act by or in respect of any Governmental Authority is required in connection with the execution, delivery,
performance, validity or enforceability of any of the Contracts by any party thereto other than (i) those which have been duly obtained, made or performed, are in full force and effect and do
not subject the scope of any such Contract to any material adverse limitation, either specific or general in nature and (ii) with respect to the performance of such Contracts only, filings,
Permits or authorizations to be subsequently obtained as contemplated by the Indenture or the Disbursement Agreement. 


        (d)  Neither
such Grantor nor (to the best of such Grantor's knowledge) any of the other parties to the Contracts is in default in the performance or observance of any of the
terms thereof 



13





 





in any manner that, in the aggregate, could reasonably be expected to have a Material Adverse Effect. 


        (e)  The
right, title and interest of such Grantor in, to and under the Contracts are not subject to any defenses, offsets, counterclaims or claims that, in the aggregate,
could reasonably be expected to have a Material Adverse Effect. 


        (f)    Such
Grantor has delivered to the Mortgage Notes Indenture Trustee a complete and correct copy of each Contract, including all amendments, supplements and other
modifications thereto. 


        (g)  No
amount payable to such Grantor under or in connection with any Contract is evidenced by any Instrument or Chattel Paper which has not been delivered to the Mortgage
Notes Indenture Trustee. 


        (h)  None
of the parties to any Contract is a Governmental Authority. 




        4.9.    Intellectual Property.    (a) Schedules 6
includes, without limitation, lists all Intellectual Property material to the conduct of such Grantor's Permitted Businesses (which material Intellectual Property shall include, at all times, all
Intellectual Property relating to the "Le Rêve" name), which Intellectual Property is owned by such Grantor in its own name on the date hereof. Except as set forth in  Schedule 6, such Grantor
is the exclusive owner of the entire and unencumbered right, title and interest in and to such Intellectual Property and
is otherwise entitled to use all such Intellectual Property,
without limitation, subject only to the license terms of the licensing or franchise agreements referred to in paragraph (c) below. 



        (b)  On
the date hereof, all of such Grantor's material Intellectual Property is valid, subsisting, unexpired and enforceable and has not been abandoned. 



        (c)  Except
as set forth in Schedule 6 and for licenses between Grantors in the ordinary course of business, on the
date hereof (i) none of such Grantor's Intellectual Property is the subject of any licensing or franchise agreement pursuant to which such Grantor is the licensor or franchisor, and
(ii) there are no other agreements, obligations, orders or judgments which affect the use of any material Intellectual Property. 


        (d)  With
respect to Wynn Resorts Holdings, (i) the rights of Wynn Resorts Holdings in or to the "Le Rêve" name do not infringe upon the rights of any
third party, which infringement could reasonably be expected to have a material adverse effect on such Grantor's ability to use the "Le Reve" name in its Permitted Businesses as currently used or
contemplated to be used, (ii) no claim has been asserted that the use of such Intellectual Property does or may infringe upon the rights of any third party which claim, if determined adversely
to Wynn Resorts Holdings, could reasonably be expected to have a material adverse effect on such Grantor's ability to use such Intellectual Property in its Permitted Businesses, (iii) there is
currently no infringement or unauthorized use of any item of such Intellectual Property which infringement or unauthorized use could reasonably be expected to have a material adverse effect on Wynn
Resorts Holdings' ability to use such Intellectual Property in its Permitted Businesses and (iv) no holding, decision or judgment has been rendered by any Governmental Authority which could
reasonably be expected to have a material adverse effect on Wynn Resorts Holdings' ability to use such Intellectual Property in its Permitted Businesses. 


        (e)  The
rights of such Grantor in or to the Intellectual Property do not infringe upon the rights of any third party, and no claim has been asserted that the use of such
Intellectual Property does or may infringe upon the rights of any third party, in either case, which conflict or infringement could reasonably be expected to have a Material Adverse Effect. To such
Grantor's 



14





 





knowledge, there is currently no infringement or unauthorized use of any item of Intellectual Property that could reasonably be expected to have a Material Adverse Effect. 


        (f)    No
holding, decision or judgment has been rendered by any Governmental Authority which would limit, cancel or question the validity or enforceability of, or such
Grantor's rights in, any of such Grantor's Intellectual Property in any respect that could reasonably be expected to have a Material Adverse Effect. Such Grantor is not aware of any uses of any item
of its material Intellectual Property that could reasonably be expected to lead to such item becoming invalid or unenforceable. 



        (g)  Except
as could not reasonably be expected to have a Material Adverse Effect, no action or proceeding is pending, or, to the knowledge of such Grantor, threatened, on
the date hereof (i) seeking to limit, cancel or question the validity of any of such Grantor's Intellectual Property or such Grantor's ownership interest therein, (ii) alleging that any
services provided by, processes used by, or products manufactured or sold by such Grantor infringe any patent, trademark, copyright, or any other right of any third party, (iii) alleging that
any material Intellectual Property of such Grantor is being licensed, sublicensed or used in violation of any patent, trademark, copyright or any other right of any third party, or (iv) which,
if adversely determined, would have a material adverse effect on the value of any of such Grantor's Intellectual Property. To the knowledge of such Grantor, no Person is engaging in any activity that
infringes upon Grantor's material Intellectual Property or upon the rights of such Grantor therein, except (i) with respect to the Intellectual Property related to or otherwise associated with
the Grantor's use of the "Le Reve" name, such claims that, if determined adversely to a Grantor, could not reasonably be expected to have a material adverse effect on such Grantor's ability to use the
"Le Reve" name in its Permitted Businesses as currently used or contemplated to be used and (ii) with respect to all other material Intellectual Property of such Grantor, as could not
reasonably be expected to have a Material Adverse Effect. Except as set forth in Schedule 6 hereto, such Grantor has not granted any material
license, or any release, covenant not to sue, non-assertion assurance, or other material right to any person with respect to any part of its material Intellectual Property. The
consummation of the transactions contemplated by this Agreement will not result in the termination or impairment of any of the material Intellectual Property of such Grantor. 


        (h)  With
respect to each Copyright License, Trademark License and Patent License, as of the date hereof, and with respect to each material Copyright License, material
Trademark License and material Patent License after the date hereof: (i) except as could not reasonably be expected to have a Material Adverse Effect, such license is valid and binding and in
full force and effect and such license represents the entire agreement between the respective licensor and licensee with respect to the subject matter of such license; (ii) such license will
not cease to be valid and binding and in full force and effect on terms identical to those currently in effect as a result of the rights and interests granted herein, nor will the grant of such rights
and interests constitute a breach or default under such license or otherwise give the licensor or licensee a right to terminate such license; (iii) such Grantor has not received any notice of
termination or cancellation under such license, which notice could reasonably be expected to have a Material Adverse Effect; (iv) such Grantor has not received any notice of a breach or default
under such license, which notice could reasonably be expected to have a Material Adverse Effect, which breach or default has not been cured; (v) such Grantor has not granted to any other third
party any rights, adverse or otherwise, under such license which could reasonably be expected to have a Material Adverse Effect; and (vi) such Grantor is not in breach or default in any
material respect, and no event has occurred that, with notice and/or lapse of time, would constitute such a breach or default or permit termination, modification or acceleration under such license. 


        (i)    Except
as could not reasonably be expected to have a Material Adverse Effect, such Grantor has performed all acts and has paid all required fees and taxes to maintain
each and every 



15





 





item of its material Intellectual Property in full force and effect and to protect and maintain its interest therein. Such Grantor has either used proper statutory notice in connection with its use
of each material Patent, Trademark and Copyright included in its Intellectual Property, or such Grantor's failure to use proper statutory notice could not reasonably be expected to have a Material
Adverse Effect. 


        (j)    To
its knowledge, except as could not reasonably be expected to have a Material Adverse Effect, (i) none of the Trade Secrets of such Grantor has been used,
divulged, disclosed or appropriated to the detriment of such Grantor for the benefit of any other Person; (ii) no employee, independent contractor or agent of such Grantor has misappropriated
any trade secrets of any other Person in the course of the performance of his or her duties as an employee, independent contractor or agent of such Grantor; and (iii) no employee, independent
contractor or agent of such Grantor is in default or breach of any term of any employment agreement, non-disclosure agreement, assignment of inventions agreement or similar agreement or
contract relating in any way to the protection, ownership, development, use or transfer of such Grantor's material Intellectual Property. 


        (k)  Except
as could not reasonably be expected to have a Material Adverse Effect, such Grantor has made all filings and recordations necessary to adequately protect its
interest in its Intellectual Property including, without limitation, recordation of its interests in the Patents and Trademarks with the United States Patent and Trademark Office and in corresponding
national and international patent offices, and recordation of any of its interests in the Copyrights with the United States Copyright Office and in corresponding national and international copyright
offices. 


        (l)    Such
Grantor has taken all commercially reasonable steps to ensure that all licensed users of any of its material Intellectual Property use consistent standards of
quality which are controlled by such Grantor. 


        (m)  The
name "Wynn Resorts" and any Intellectual Property related thereto is not material to the Permitted Businesses of any Grantor and Wynn Resorts Holdings will transfer
all such Intellectual Property to Wynn Resorts as soon as practicable. 




        4.10.    Vehicles.    Schedule 8 is a complete and correct list
of all Vehicles owned by such Grantor on the date hereof. 


SECTION 5.    COVENANTS  


        Each Grantor covenants and agrees with the Secured Parties that, from and after the date of this Agreement until the Obligations (other than unmatured contingent
reimbursement and indemnification Obligations) shall have been paid in full: 



        5.1.    Delivery and Control of Instruments, Chattel Paper, Investment Property and Deposit Accounts.    (a) If
any of the Collateral shall be or become evidenced or represented by any Instrument, Certificated Security, Chattel Paper or Negotiable Document, such Instrument, Certificated Security, Chattel Paper
or Negotiable Document shall be promptly delivered to the Mortgage Notes Indenture Trustee, duly
endorsed in a manner satisfactory to the Mortgage Notes Indenture Trustee, to be held as Collateral pursuant to this Agreement (other than Non-Deliverable Collateral). 



        (b)  If
any of the Collateral shall be or become evidenced or represented by an Uncertificated Security, such Grantor shall cause, or with respect to any Issuer that is not
an Affiliate of any Grantor, use commercially reasonable efforts to cause, the Issuer thereof either (i) to register the Mortgage Notes Indenture Trustee as the registered owner of such
Uncertificated Security, upon original issue or registration of transfer or (ii) to agree in writing with such Grantor and the Mortgage Notes Indenture Trustee that such Issuer will comply with
instructions with respect to such Uncertificated Security originated by the Mortgage Notes Indenture Trustee without further 



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consent of such Grantor, such agreement to be in substantially the form of Exhibit C. Notwithstanding the foregoing, each Grantor covenants that
(x) the representations and warranties contained in Section 4.6(c) shall at all times be true and correct and (y) it will not issue or cause or permit its Subsidiaries to issue
any Capital Stock in uncertificated form or seek to convert all or any part of its existing Capital Stock into uncertificated form. 



        (c)  If
any of the Collateral now or hereafter constitutes a Deposit Account or a Securities Account, such Grantor shall cause the financial institution maintaining such
account to agree in writing with such Grantor and the Mortgage Notes Indenture Trustee that such financial institution shall comply with all Entitlement Orders and instructions originated or issued by
the Mortgage Notes Indenture Trustee with respect to such Deposit Account or Securities Account without further consent of such Grantor, such agreement to be substantially in the form of  Exhibit D
or in such other form as shall be satisfactory to the Mortgage Notes Indenture Trustee (including, without limitation, the Collateral
Account Agreements (as defined in the Disbursement Agreement), which such agreements must be satisfactory to the Mortgage Notes Indenture Trustee). 



        (d)  If
any of the Collateral shall be or become evidenced or represented by a Commodity Contract, such Grantor shall cause the Commodity Intermediary with respect to such
Commodity Contract to agree in writing with such Grantor and the Mortgage Notes Indenture Trustee that such Commodity Intermediary will apply any value distributed on account of such Commodity
Contract as directed by the Mortgage Notes Indenture Trustee without further consent of such Grantor, such agreement to be in substantially the form of  Exhibit E or in such other form as may be
satisfactory to the Mortgage Notes Indenture Trustee. 


        (e)  If
any of the Collateral shall be or become evidenced or represented by or held in a Securities Account or a Commodity Account, such Grantor shall, in the case of a
Securities Account, comply with Section 5.1(c) with respect to all Security Entitlements carried in such Securities Account and, in the case of a Commodity Account, comply with
Section 5.2(d) with respect to all Commodity Contracts carried in such Commodity Account. 




        5.2.    Payment of Obligations.    Such Grantor will pay and discharge or otherwise satisfy at or before maturity or
before they become delinquent, as the case may be, all taxes, assessments and governmental charges or levies imposed upon the Collateral or in respect of income or profits therefrom, as well as all
claims of any kind (including, without limitation, claims for labor, materials and supplies) against or with respect to the Collateral, except that no such charge need be paid if the amount or
validity thereof is currently being contested in good faith by appropriate proceedings, reserves in conformity with GAAP with respect thereto have been provided on the books of such Grantor and such
proceedings could not reasonably be expected to result in the sale, forfeiture or loss of any material portion of the Collateral or any interest therein. 


        5.3.    Maintenance of Perfected Security Interest; Further Documentation.    (a) Such Grantor shall maintain
the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 4.2 and shall defend such security interest against the claims
and demands of all Persons whomsoever. 



        (b)  Such
Grantor will furnish to the Secured Parties from time to time statements and schedules further identifying and describing the Collateral and such other reports in
connection with the assets and property of such Grantor as the Mortgage Notes Indenture Trustee may reasonably request, all in reasonable detail. 


        (c)  At
any time and from time to time, upon the written request of the Mortgage Notes Indenture Trustee, and at the sole expense of such Grantor, such Grantor will promptly
and duly authorize, execute and deliver, and have recorded, such further instruments and documents and 



17





 





take such further actions as the Mortgage Notes Indenture Trustee may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers
herein granted, including, without limitation, (i) the filing of any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction
with respect to the security interests created hereby and (ii) in the case of Investment Property, Deposit Accounts and any other relevant Collateral, taking any actions necessary to enable the
Mortgage Notes Indenture Trustee to obtain "control" (within the meaning of the applicable Uniform Commercial Code) with respect thereto, including without limitation, executing and delivering and
causing the relevant depositary bank or securities intermediary to execute and deliver a Control Agreement in the form attached hereto as Exhibit D, or in such other form as may be satisfactory
to the Mortgage Notes Indenture Trustee. 




        5.4.    Changes in Locations, Name, Jurisdiction of Incorporation, etc.    Such Grantor will not, except upon
15 days' prior written notice to the Mortgage Notes Indenture Trustee and delivery to the Mortgage Notes Indenture Trustee of (a) all additional executed financing statements and other
documents reasonably requested by the Mortgage Notes Indenture Trustee to maintain the validity, perfection and priority of the security interests provided for herein and (b) if applicable, a
written supplement to  Schedule 5 showing any additional location at which Inventory or Equipment (other than mobile goods) or books and records pertaining to the
Collateral shall be kept: 



          (i)  permit
any of the Inventory or Equipment (other than mobile goods) or books and records pertaining to the Collateral to be kept at a location other than those listed on  Schedule 5; 



        (ii)  without
limiting the prohibitions on mergers involving the Grantors contained in the Indenture, change its legal name, jurisdiction of organization or the location of
its chief executive office or sole place of business from that referred to in Section 4.3; or 


        (iii)  change
its legal name, identity or structure to such an extent that any financing statement filed by the Mortgage Notes Indenture Trustee in connection with this
Agreement would become misleading. 




        5.5.    Notices.    Such Grantor will advise the Secured Parties promptly, in reasonable detail, of: 



        (a)  any
Lien (other than any Permitted Lien) on any of the Collateral which would adversely affect the ability of the Mortgage Notes Indenture Trustee to exercise any of its
remedies hereunder; and 


        (b)  of
the occurrence of any other event which could reasonably be expected to have a material adverse effect on the aggregate value of the Collateral or on the security
interests created hereby. 




        5.6.    Investment Property.    (a) Subject to compliance with applicable Gaming Laws, if such Grantor shall
become entitled to receive or shall receive any stock or other ownership certificate (including, without limitation, any certificate representing a stock dividend or a distribution in connection with
any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the Capital Stock of any Issuer, whether in
addition to, in substitution of, as a conversion of, or in exchange for, any shares of or other ownership interests in the Pledged Stock, or otherwise in respect thereof, such Grantor shall accept the
same as the agent of the Secured Parties, hold the same in trust for the Secured Parties and deliver the same forthwith to the Mortgage Notes Indenture Trustee in the exact form received, duly
endorsed by such Grantor to the Mortgage Notes Indenture Trustee, if required, together with an undated stock power covering such certificate duly executed in blank by such Grantor and with, if the
Mortgage Notes Indenture Trustee so requests, signature guaranteed, to be held by the Mortgage Notes Indenture Trustee, subject to the terms hereof, as additional collateral security for the
Obligations. So long as no Event of Default shall have occurred and be continuing, the Mortgage Notes Indenture Trustee 


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authorizes each Grantor to retain all ordinary cash dividends and distributions paid in the normal course of the business of the Issuer and all scheduled payments of interest. All other dividends and
distributions of any type or nature, including, without limitation, any dividends or distributions paid in respect of Pledged Securities upon liquidation or dissolution of any Issuer shall immediately
be delivered to the Mortgage Notes Indenture Trustee to be held as additional Collateral hereunder. If any sums of money or property so paid or distributed in respect of the Pledged Securities shall
be received by such Grantor, such Grantor shall, until such money or property is paid or delivered to the Mortgage Notes Indenture Trustee, hold such money or property in trust for the Secured
Parties, segregated from other funds of such Grantor, as additional collateral security for the Obligations. 



        (b)  Without
the prior written consent of the Mortgage Notes Indenture Trustee (which consent shall not be unreasonably withheld), such Grantor will not (i) vote to
enable, or take any other action to permit, any Issuer to issue any stock or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase
or exchange for any stock or other equity securities of any nature of any Issuer (except pursuant to a transaction permitted by the Indenture), (ii) sell, assign, transfer, exchange, or
otherwise dispose of, or grant any option with respect to, any of the Investment Property or Proceeds thereof or any interest therein (except pursuant to a transaction expressly permitted by the
Indneture), (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Investment Property or Proceeds thereof, or any
interest therein, except for the security interests created by this Agreement and other Permitted Liens or (iv) enter into any agreement or undertaking restricting the right or ability of such
Grantor or the Mortgage Notes Indenture Trustee to sell, assign or transfer any of the Investment Property or Proceeds thereof or any interest therein (except pursuant to a transaction expressly
permitted by the Indenture). 


        (c)  In
the case of each Grantor which is an Issuer, such Issuer agrees that (i) it will be bound by the terms of this Agreement relating to the Pledged Securities
issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the Mortgage Notes Indenture Trustee promptly in writing of the occurrence of any of
the events described in Section 5.6(a) with respect to the Pledged Securities issued by it and (iii) the terms of Sections 6.3(c) and 6.7 shall apply to it,  mutatis mutandis, with respect
to all actions that may be required of it pursuant to Section 6.4(c) or 6.8 with respect to the Pledged Securities
issued by it. In addition, each Grantor which is either an Issuer or an owner of any Pledged Security hereby consents to the grant by each other Grantor of the security interest hereunder in favor of
the Mortgage Notes Indenture Trustee and to the transfer of any Pledged Security to the Mortgage Notes Indenture Trustee or its nominee following an Event of Default and to the substitution of the
Mortgage Notes Indenture Trustee or its nominee as a partner, member or shareholder of the Issuer of the related Pledged Security. 




        5.7.    Receivables.    (a) Other than in the ordinary course of business consistent with customary gaming
practices in its Permitted Businesses and so long as no Event of Default shall have occurred and be continuing, such Grantor will not (i) grant any extension of the time of payment of any
Receivable, (ii) compromise or settle any Receivable for less than the full amount thereof, (iii) release, wholly or partially, any Person liable for the payment of any Receivable,
(iv) allow any credit or discount whatsoever on any Receivable or (v) amend, supplement or modify any Receivable in any manner that could materially adversely affect the value thereof. 



        (b)  Such
Grantor will deliver to the Mortgage Notes Indenture Trustee a copy of each material demand, notice or document received by it that questions or calls into doubt
the validity or enforceability of more than 5% of the aggregate amount of the then outstanding Receivables. 



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        5.8.    Contracts.    (a) Except to the extent permitted under the Indenture or Disbursement Agreement, such
Grantor will perform and comply in all material respects with all its obligations under the Contracts. 



        (b)  Except
to the extent the same could not reasonably be expected to have a Material Adverse Effect, such Grantor will not amend, modify, cancel, terminate, waive or fail
to enforce any provision of any Contract or suspend such Contract or the performance of work thereunder, or agree to the sale, assignment or disposition by any counterparty to such Contract of any
part of its interest therein (all of which powers are rested in the Mortgage Notes Indenture Trustee). 


        (c)  Except
to the extent the same could not reasonably be expected to have a Material Adverse Effect, such Grantor will exercise promptly and diligently each and every
material right which it may have under each Contract. 


        (d)  Such
Grantor will deliver to the Mortgage Notes Indenture Trustee a copy of each material demand, notice or document received by it relating in any way to any Contract
that questions the validity or enforceability of such Contract that is material to its business. 


        (e)  In
the event that such Grantor enters into any new contract (i) that would qualify as a Material Project Document (as defined in the Disbursement Agreement) or
(ii) for which breach, nonperformance, cancellation or failure to renew could reasonably be expected to have a Material Adverse Effect (taking into consideration any viable replacements or
substitutions therefor at the time such determination is made), such Grantor shall provide the Mortgage Notes Indenture Trustee promptly with an amended  Schedule 7 hereto and any such new contract
shall be deemed for all purposes to be a Contract hereunder. 




        5.9.    Intellectual Property.    (a) Such Grantor (either itself or through licensees) will
(i) continue to use each of its material Trademarks on each and every trademark class of goods necessary in order to maintain such Trademark (in the trademark classes of goods in which it is
used) in full force free from any claim of abandonment for non-use, (ii) use such Trademark with the appropriate notice of registration and all other notices and legends required by
applicable Requirements of Law, (iii) not adopt or use any mark which is confusingly similar or a colorable imitation of such Trademark unless the Mortgage Notes Indenture Trustee, for the
ratable benefit of the Secured Parties, shall obtain a perfected security interest in such mark pursuant to this Agreement and the Intellectual Property Security Agreement,
and (iv) not (and not permit any licensee or sublicensee thereof to) do any act or knowingly omit to do any act whereby such Trademark may become invalidated or impaired in any way. 



        (b)  Except
as could not reasonably be expected to have a Material Adverse Effect, such Grantor (either itself or through licensees) will not do any act, or omit to do any
act, whereby any material Patent may become forfeited, abandoned or dedicated to the public. 



        (c)  Except
as could not reasonably be expected to have a Material Adverse Effect, such Grantor (either itself or through licensees) (i) will employ each of its
material Copyrights and (ii) will not (and will not permit any licensee or sublicensee thereof to) do any act or knowingly omit to do any act whereby any material portion of the Copyrights may
become invalidated or otherwise impaired. Except as could not reasonably be expected to have a Material Adverse Effect, such Grantor will not (either itself or through licensees) do any act whereby
any material Copyright may fall into the public domain. 



        (d)  Such
Grantor (either itself or through licensees) will not do any act that knowingly uses any material Intellectual Property to infringe the intellectual property rights
of any other Person. 


        (e)  Except
as could not reasonably be expected to have a Material Adverse Effect, such Grantor (either itself or through licensees) will use proper statutory notice in
connection with the use of each material Patent, Trademark and Copyright included in its Intellectual Property. 



20











  



        (f)    Such
Grantor will notify the Secured Parties promptly if it knows that any application or registration relating to any of its material Intellectual Property may become
forfeited, abandoned or dedicated to the public, or of any adverse determination or development (including, without limitation, the institution of, or any such determination or development in, any
proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court or tribunal in any country) regarding such Grantor's ownership of, or the validity of, any
material Intellectual Property or such Grantor's right to register the same or to own and maintain the same, unless such forfeiture, abandonment, dedication to the public, or adverse determination or
development could not reasonably be expected to have a Material Adverse Effect. 


        (g)  Whenever
such Grantor, either by itself or through any agent, employee, licensee or designee, shall file an application for the registration of any Intellectual Property
with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency in any other country or any political subdivision thereof, such Grantor shall
report such filing to the Mortgage Notes Indenture Trustee within five Business Days after the last day of the fiscal quarter in which such filing occurs. Upon request of the Mortgage Notes Indenture
Trustee, such Grantor shall execute and deliver, and have recorded, any and all agreements, instruments, documents, and papers as the Mortgage Notes Indenture Trustee may request to evidence the
Secured Parties' security interest in any Copyright, Patent, Trademark or other Intellectual Property included in the Collateral and the goodwill and general intangibles of such Grantor relating
thereto or represented thereby. 


        (h)  Except
as could not reasonably be expected to have a Material Adverse Effect, such Grantor will take all reasonable and necessary steps, including, without limitation,
in any proceeding before the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency in any other country or any political subdivision thereof, to
maintain and pursue each application (and to obtain the relevant registration) and to maintain each registration of its material Intellectual Property, including, without limitation, the payment of
required fees and taxes, the filing of responses to office actions issued by the United States Patent and Trademark Office and the United States Copyright Office, the filing of applications for
renewal or extension, the filing of affidavits of use and affidavits of incontestability, the filing of divisional, continuation, continuation-in-part, reissue, and renewal
applications or extensions, the payment of maintenance fees, and the participation in interference, reexamination, opposition, cancellation, infringement and misappropriation proceedings. 



        (i)    Such
Grantor (either itself or through licensees) will not, without the prior written consent of the Mortgage Notes Indenture Trustee, discontinue use of or otherwise
abandon any of its Intellectual Property, or abandon any application or any right to file an application for letters patent, trademark, or copyright, unless such Grantor shall have previously
determined that such use or the pursuit or maintenance of such Intellectual Property is no longer desirable in the conduct of such Grantor's
business and that the loss thereof could not reasonably be expected to have a Material Adverse Effect and, in which case, such Grantor shall give prompt notice of any such abandonment of any material
Intellectual Property to the Mortgage Notes Indenture Trustee in accordance herewith. 



        (j)    In
the event that any of its material Intellectual Property is infringed, misappropriated or diluted by a third party, such Grantor shall (i) take such actions as
such Grantor shall reasonably deem appropriate under the circumstances to protect such Intellectual Property and (ii) if such Intellectual Property is of material economic value, promptly
notify the Mortgage Notes Indenture Trustee after it learns thereof and sue for infringement, misappropriation or dilution (as applicable), seek injunctive relief where appropriate and recover any and
all damages awarded for any such infringement, misappropriation or dilution (or take other action as such Grantor deems appropriate in the exercise of its prudent business judgment). 



21





 




        (k)  Such
Grantor agrees that, should it obtain an ownership interest in any item of Intellectual Property which is not now a part of the Intellectual Property Collateral
(the "After-Acquired Intellectual Property"), (i) the provisions of Section 3 shall automatically apply thereto, (ii) any such
After-Acquired Intellectual Property, and in the case of trademarks, the goodwill of the business connected therewith or symbolized thereby, shall automatically become part of the Intellectual
Property Collateral, (iii) with respect to any material Intellectual Property, it shall give prompt (and, in any event within five business days after the last day of the fiscal quarter in
which such Grantor acquires such ownership interest in any material Intellectual Property) written notice thereof to the Mortgage Notes Indenture Trustee in accordance herewith, and (iv) with
respect to any material Intellectual Property, it shall provide the Mortgage Notes Indenture Trustee promptly (and, in any event within five business days after the last day of the fiscal quarter in
which such Grantor acquires such ownership interest in any material Intellectual Property) with an amended Schedule 6 hereto and take the actions
specified in 5.9(m). 


        (l)    Such
Grantor agrees to execute an Intellectual Property Security Agreement with respect to its Intellectual Property in substantially the form of  Exhibit B-1 in order to record the security interest
granted herein to the Mortgage Notes Indenture Trustee for the ratable benefit
of the Secured Parties with the United States Patent and Trademark Office, the United States Copyright Office, and any other applicable Governmental Authority. 


        (m)  Promptly
after filing an application for the registration of any After-Acquired Intellectual Property with the United States Patent and Trademark Office, the United
States Copyright Office, or any similar office or agency in any other county or any political subdivision thereof, such Grantor agrees to execute an After-Acquired Intellectual Property Security
Agreement with respect to such After-Acquired Intellectual Property in substantially the form of Exhibit B-2 in order to record the
security interest granted herein to the Mortgage Notes Indenture Trustee for the ratable benefit of the Secured Parties with the United States Patent and Trademark Office, the United States Copyright
Office, or other Governmental Authority (as applicable). 




        5.10.    Vehicles.    (a) No Vehicle shall be removed from the state which has issued the certificate of title
or ownership therefor for a period in excess of the period after which such vehicle would be required to be retitled under applicable state law. 



        (b)  With
respect to any Vehicles acquired by such Grantor subsequent to the date hereof, within 30 days after the date of acquisition thereof, all applications for
certificates of title or ownership indicating the Mortgage Notes Indenture Trustee's security interest in the Vehicle covered by such certificate, and any other necessary documentation, shall be filed
in each office in each jurisdiction which the Mortgage Notes Indenture Trustee shall deem advisable to perfect its security interests in the Vehicles. 




        5.11.    Leases.    Wynn Las Vegas may (b) enter into any leases with respect to any space on or within the
Project and any subleases with respect to any space in the Phase II Land Building; provided, that (a) no Default or Event of Default shall
exist and be continuing at the time of such transaction, lease or sublease or would occur after as a result of entering into such transaction, lease or sublease (or immediately after any renewal or
extension thereof at the option of Wynn Las Vegas), (b) such transaction, lease or sublease could not reasonably be expected to materially interfere with, impair or detract from the operation
of the business of Wynn Las Vegas or Valvino Lamore, LLC, as the case may be, and will, in the case of leases associated with the casino, hotel and shopping operations, in the reasonable good
faith judgment of Wynn Las Vegas enhance the value and operations of the Project, (c) except with respect to the Dealership Lease Agreement and subleases of space in the Phase II Land
Building by Wynn Las Vegas, such transaction, lease or sublease is at a fair market rent or value (in light of other similar or comparable prevailing commercial transactions) and contains such other
terms such that the lease, taken as a whole, is commercially reasonable and fair to Wynn Las Vegas in light 


22





 


of prevailing or comparable transactions in other casinos, hotels, hotel attractions, shopping venues or similarly situated buildings, as applicable
(provided, that each sublease of the Phase II Land Building by Wynn Las Vegas and the Dealership Lease Agreement shall contain such terms such
that the transaction, taken as a whole, does not expose Wynn Las Vegas to undue liabilities or obligations in light prevailing or comparable transactions), (d) no gaming, hotel or casino
operations (other than the operation of arcades and games for minors) may be conducted on any space that is subject to such transaction, lease or sublease other than by Wynn Las Vegas, and
(e) no lease or sublease may provide that the Wynn Las Vegas or Valvino Lamore, LLC, as the case may be, may subordinate its fee, condominium or leasehold interest to any lessee or any
party financing any lessee; provided, that (x) in the event the the Mortgage Notes Indenture Trustee on behalf of the Holders shall agree to
provide the tenant under any such lease or sublease with a subordination, non-disturbance and attornment agreement and (y) with respect to any such lease having a term of two years
or more or aggregate annual rents in excess of $500,000 (other than leases solely between Grantors), Wynn Las Vegas shall enter into, and cause the tenant under any such lease or sublease to enter
into with the Mortgage Notes Indenture Trustee for the benefit of the Holders, a subordination, non-disturbance and attornment agreement, in each case with terms and conditions that, taken
as a whole, are no less favorable than those set forth in any similar agreement entered into between such tenant and Deutsche Bank Trust Company Americas, as administrative agent under the Credit
Agreement, or otherwise in form and substance satisfactory to the Mortgage Notes Indenture Trustee. 


        5.12.    Non-Deliverable Collateral.    At no time shall any item of Non-Deliverable
Collateral be delivered to or held by any Person (other than the Mortgage Notes Indenture Trustee) as collateral security for any obligation of any Grantor. 


SECTION 6.    REMEDIAL PROVISIONS  


        6.1.    Gaming Laws and Intercreditor Agreements.    Each of the provisions of this Section 6 shall be subject
to compliance with (i) applicable Gaming Laws and (ii) applicable provisions of the Intercreditor Agreements. 



        6.2.    Certain Matters Relating to Receivables.    (a) The Mortgage Notes Indenture Trustee shall have the
right to make test verifications of the Receivables in any manner and through any medium that it reasonably considers advisable, and each Grantor shall furnish all such assistance and information as
the Mortgage Notes Indenture Trustee may require in connection with such test verifications. 



        (b)  The
Mortgage Notes Indenture Trustee hereby authorizes each Grantor to collect such Grantor's Receivables; provided that the Mortgage Notes Indenture Trustee may curtail
or terminate said authority at any time after the occurrence and during the continuance of an Event of Default. If required by the Mortgage Notes Indenture Trustee at any time after the occurrence and
during the continuance of an Event of Default, any payments of Receivables, when collected by any Grantor, (i) shall be forthwith (and, in any event, within two business days) deposited by such
Grantor in the exact form received, duly endorsed by such Grantor to the Mortgage Notes Indenture Trustee if required, in a Collateral Account maintained under the control of the Mortgage Notes
Indenture Trustee, subject to withdrawal by the Mortgage Notes Indenture Trustee for the account of the Secured Parties only as provided in Section 6.4, and (ii) until so turned over,
shall be held by such Grantor in trust for the Secured Parties, segregated from other funds of such Grantor. Each such deposit of Proceeds of Receivables shall be accompanied by a report identifying
in reasonable detail the nature and source of the payments included in the deposit. 


        (c)  At
the Mortgage Notes Indenture Trustee's request, each Grantor shall deliver to the Mortgage Notes Indenture Trustee all original and other documents evidencing, and
relating to, 



23





 





the agreements and transactions which gave rise to the Receivables, including, without limitation, all original orders, invoices and shipping receipts (other than Non-Deliverable
Collateral). 




        6.3.    Communications with Obligors; Grantors Remain Liable.    (a) The Mortgage Notes Indenture Trustee in
its own name or in the name of others may at any time after the occurrence and during the
continuance of an Event of Default communicate with obligors under the Receivables and parties to the Contracts to verify with them to the Mortgage Notes Indenture Trustee's satisfaction the
existence, amount and terms of any Receivables or Contracts. 



        (b)  Upon
the request of the Mortgage Notes Indenture Trustee at any time after the occurrence and during the continuance of an Event of Default, each Grantor shall notify
obligors on the Receivables and parties to the Contracts that the Receivables and the Contracts have been assigned to the Mortgage Notes Indenture Trustee for the ratable benefit of the Secured
Parties and that payments in respect thereof shall be made directly to the Mortgage Notes Indenture Trustee. 


        (c)  Anything
herein to the contrary notwithstanding, each Grantor shall remain liable under each of the Receivables and Contracts to observe and perform all the conditions
and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. No Secured Party shall have any obligation or liability under any
Receivable (or any agreement giving rise thereto) or Contract by reason of or arising out of this Agreement or the receipt by any Secured Party of any payment relating thereto, nor shall any Secured
Party be obligated in any manner to perform any of the obligations of any Grantor under or pursuant to any Receivable (or any agreement giving rise thereto) or Contract, to make any payment, to make
any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to
enforce any performance or to collect the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times. 




        6.4.    Pledged Securities.    (a) Unless an Event of Default shall have occurred and be continuing, each
Grantor shall be permitted to receive all cash dividends paid in respect of the Pledged Stock and all payments made in respect of the Pledged Notes, in each case paid in the normal course of business
of the relevant Issuer, to the extent permitted in the Indenture, and to exercise all voting and corporate or other ownership rights with respect to the Pledged Securities;  provided, however, that no
vote shall be cast or corporate or other ownership right exercised or other action taken which would impair the Collateral or
which would be inconsistent with or result in any violation of any provision of the Indenture, this Agreement or any other Collateral Document. 



        (b)  Subject
to applicable provisions of Gaming Laws, if an Event of Default shall occur and be continuing and the Mortgage Notes Indenture Trustee shall give notice of its
intent to exercise such rights to the relevant Grantor or Grantors, (i) the Mortgage Notes Indenture Trustee shall have the right to receive any and all cash dividends, payments or other
Proceeds paid in respect of the Pledged Securities and make application thereof to the Obligations in the order set forth in Section 6.6, and (ii) any or all of the Pledged Securities
shall be registered in the name of the Mortgage Notes Indenture Trustee or its nominee, and the Mortgage Notes Indenture Trustee or its nominee may thereafter exercise (x) all voting, corporate
or other ownership and other rights pertaining to such Pledged Securities at any meeting of shareholders or other equity holders of the relevant Issuer or Issuers or otherwise and (y) any and
all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without
limitation, the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change
in the corporate or other structure of any Issuer, or upon the exercise by any Grantor or the Mortgage Notes Indenture Trustee of any right, privilege 



24





 


or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent,
registrar or other designated agency upon such terms and conditions as the Mortgage Notes Indenture Trustee may determine), all without liability except to account for property actually received by
it, but the Mortgage Notes Indenture Trustee shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so
doing. 


        (c)  Each
Grantor hereby authorizes and instructs each Issuer of any Pledged Securities pledged by such Grantor hereunder (i) to comply with any instruction received
by it from the Mortgage Notes Indenture Trustee in writing that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of
this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) unless otherwise
expressly permitted hereby, to pay any dividends or other payments with respect to the Pledged Securities directly to the Mortgage Notes Indenture Trustee. 




        6.5.    Proceeds to be Turned Over To Mortgage Notes Indenture Trustee.    In addition to the rights of the Secured
Parties specified in Section 6.2, and subject to applicable provisions of Gaming Laws, with respect to payments of Receivables, if an Event of Default shall occur and be continuing, all
Proceeds received by any Grantor consisting of cash, Cash Equivalents, checks and other near-cash items shall be held by such Grantor in trust for the Secured Parties, segregated from
other funds of such Grantor, and shall, forthwith upon receipt by such Grantor, be turned over to the Mortgage Notes Indenture Trustee in the exact form received by such Grantor (duly endorsed by such
Grantor to the Mortgage Notes Indenture Trustee, if required). All Proceeds received by the Mortgage Notes Indenture Trustee hereunder shall be held by the Mortgage Notes Indenture Trustee in a
Collateral Account maintained under its control. All Proceeds while held by the Mortgage Notes Indenture Trustee in a Collateral Account (or by such Grantor in trust for the Secured Parties) shall
continue to be held as collateral security for all the Obligations and shall not constitute payment thereof until applied as provided in Section 6.6. 



        6.6.    Application of Proceeds.    If an Event of Default shall have occurred and be continuing, at any time at the
Mortgage Notes Indenture Trustee's election, the Mortgage Notes Indenture Trustee may, notwithstanding any provisions of the Indenture to the contrary, apply all or any part of Proceeds constituting
Collateral realized through the exercise by the Mortgage Notes Indenture Trustee of its remedies hereunder, whether or not held in any Collateral Account, and any proceeds of the guarantee set forth
in Section 2, in payment of the Obligations in the following order: 



        First, to the Mortgage Notes Indenture Trustee, to pay incurred and unpaid fees and expenses of the Secured Parties under the Indenture
and the Collateral Documents; 


        Second, to the Mortgage Notes Indenture Trustee, for application by it towards payment of amounts then due and owing and remaining unpaid
in respect of the Obligations, pro rata among the Holders according to the amounts of the Obligations then due and owing and remaining unpaid to the
Holders; 


        Third, to the Mortgage Notes Indenture Trustee, for application by it towards prepayment of the Obligations, pro rata among the Holders
according to the amounts of the Obligations then held by the Holders; and 


        Fourth, any balance of such Proceeds remaining after the Obligations (other than unmatured contingent reimbursement and indemnification
Obligations) shall have been paid in full shall be paid over to the Note Issuers or to whomsoever may be lawfully entitled to receive the same. 



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        6.7.    Code and Other Remedies.    (a) If an Event of Default shall occur and be continuing, the Mortgage
Notes Indenture Trustee, on behalf of the Secured Parties, may exercise (subject to obtaining any required approvals from any Governmental Authorities that may not be waived by the Grantors), in
addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of a
secured party under the New York UCC (whether or not the New York UCC applies to the affected Collateral) or any other applicable law or in equity. Without limiting the generality of the foregoing,
the Mortgage Notes Indenture Trustee, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to
or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and
realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, license, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part
thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker's board or office of any Secured Party or elsewhere upon such terms
and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Each Secured Party shall have the
right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or
equity of redemption in any Grantor, which right or equity is hereby waived and released. 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 Mortgage Notes Indenture Trustee shall not be
obligated to make any sale of Collateral regardless of notice of sale having been given. The Mortgage Notes Indenture Trustee 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. The Mortgage Notes Indenture Trustee may sell the
Collateral without giving any warranties as to the Collateral. The Mortgage Notes Indenture Trustee may specifically disclaim or modify any warranties of title or the like. This procedure
will not be considered to adversely effect the commercial reasonableness of any sale of the Collateral. Each Grantor agrees that it would not be commercially unreasonable for the Mortgage Notes
Indenture Trustee 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 Mortgage Notes Indenture Trustee 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 Mortgage Notes Indenture Trustee accepts the first
offer received and does not offer such Collateral to more than one offeree. Each Grantor further agrees, at the Mortgage Notes Indenture Trustee's request, to assemble the Collateral and make it
available to the Mortgage Notes Indenture Trustee at places which the Mortgage Notes Indenture Trustee shall reasonably select, whether at such Grantor's premises or elsewhere. The Mortgage Notes
Indenture Trustee shall apply the net proceeds of any action taken by it pursuant to this Section 6.7, after deducting all reasonable costs and expenses of every kind incurred in connection
therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Secured Parties hereunder, including, without limitation,
reasonable attorneys' fees and disbursements, to the payment in whole or in part of the Obligations, in such order as the Mortgage Notes Indenture Trustee may elect, and only after such application
and after the payment by the Mortgage Notes Indenture Trustee of any other amount required by any provision of law, including, 


26





 


without limitation, Section 9-615(a) of the New York UCC, need the Mortgage Notes Indenture Trustee account for the surplus, if any, to any Grantor. To the extent permitted by
applicable law, each Grantor waives all claims, damages and demands it may acquire against any Secured Party arising out of the exercise by them of any rights hereunder. 



        (b)  In
the event of any sale or transfer of any of the Intellectual Property, the goodwill of the business connected with and symbolized by any Trademarks subject to such
sale or transfer shall be included, and the applicable Grantor shall supply the Mortgage Notes Indenture Trustee or its designee with such Grantor's know-how and expertise, and with
documents and things embodying the same, relating to the manufacture, distribution, advertising and sale of products or the provision of services relating to any Intellectual Property subject to such
sale or transfer, and such Grantor's customer lists and other records and documents relating to such Intellectual Property and to the manufacture, distribution, advertising and sale of such products
and services. 




        6.8.    Registration Rights.    (a) If the Mortgage Notes Indenture Trustee shall determine to exercise its
right to sell any or all of the Pledged Stock pursuant to Section 6.7, and if in the opinion of the Mortgage Notes Indenture Trustee it is necessary or advisable to have the Pledged Stock, or
that portion thereof to be sold, registered under the provisions of the Securities Act, the relevant Grantor will cause, or with respect to any Issuer that is not an Affiliate of any Grantor, use
commercially reasonable efforts to cause, the Issuer thereof to (i) execute and deliver, and cause the directors and officers of such Issuer to execute and deliver, all such instruments and
documents, and do or cause to be done all such other acts as may be, in the opinion of the Mortgage Notes Indenture Trustee, necessary or advisable to register the Pledged Stock, or that portion
thereof to be sold, under the provisions of the Securities Act, (ii) use its best efforts to cause the registration statement relating thereto to become effective and to remain effective for a
period of one year from the date of the first public offering of the Pledged Stock, or that portion thereof to be sold, and (iii) make all amendments thereto and/or to the related prospectus
which, in the opinion of the Mortgage Notes Indenture Trustee, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the SEC
applicable thereto. Each Grantor agrees to cause, or with respect to any Issuer that is not an Affiliate of any Grantor, use commercially reasonable efforts to cause, such Issuer to comply with the
provisions of the securities or "Blue Sky" laws of any and all jurisdictions which the Mortgage Notes Indenture Trustee shall designate and to make available to its security holders, as soon as
practicable, an earnings statement (which need not be audited) which will satisfy the provisions of Section 11(a) of the Securities Act. 



        (b)  Each
Grantor recognizes that the Mortgage Notes Indenture Trustee may be unable to effect a public sale of any or all the Pledged Stock or the Pledged Debt Securities,
by reason of certain prohibitions contained in the Securities Act and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted
group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Each
Grantor acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that
any such private sale shall be deemed to have been made in a commercially reasonable manner. The Mortgage Notes Indenture Trustee shall be under no obligation to delay a sale of any of the Pledged
Stock or the Pledged Debt Securities for the period of time necessary to permit the Issuer thereof to register such securities for public sale under the Securities Act, or under applicable state
securities laws, even if such Issuer would agree to do so. 


        (c)  Each
Grantor agrees to use its best efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of all or any portion of the
Pledged Stock pursuant to this Section 6.8 valid and binding and in compliance with any and all other applicable Requirements of Law. Each Grantor further agrees that a breach of any of the
covenants 



27





 





contained in this Section 6.8 will cause irreparable injury to the Secured Parties, that the Secured Parties have no adequate remedy at law in respect of such breach and, as a consequence,
that each and every covenant contained in this Section 6.8 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 Event of Default has occurred and is continuing under the Indenture or a defense of payment. 




        6.9.    Waiver; Deficiency.    Each Grantor shall remain liable for any deficiency if the proceeds of any sale or
other disposition of the Collateral are insufficient to pay its Obligations and the fees and disbursements of any attorneys employed by any Secured Party to collect such deficiency. 


SECTION 7.    THE MORTGAGE NOTES INDENTURE TRUSTEE  


        7.1.    Mortgage Notes Indenture Trustee's Appointment as Attorney-in-Fact,
etc.    (a) Subject to compliance with applicable Gaming Laws, each Grantor hereby irrevocably constitutes and appoints the Mortgage Notes Indenture Trustee
and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of
such Grantor and in the name of such Grantor or in its own name, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all
documents and instruments which may be necessary or desirable to accomplish the purposes of this Agreement, and, without limiting the generality of the foregoing, each Grantor hereby gives the
Mortgage Notes Indenture Trustee the power and right, on behalf of such Grantor, without notice to or assent by such Grantor, to do any or all of the following: 




          (i)  in
the name of such Grantor or its own name, or otherwise, take possession of and endorse and collect any checks, drafts, notes, acceptances or other instruments for
the payment of moneys due under any Receivable or Contract or with respect to any other Collateral and file any claim or take any other action or proceeding in any court of law or equity or otherwise
deemed appropriate by the Mortgage Notes Indenture Trustee for the purpose of collecting any and all such moneys due under any Receivable or Contract or with respect to any other Collateral whenever
payable; 


        (ii)  in
the case of any Intellectual Property, execute and deliver, and have recorded, any and all agreements, instruments, documents and papers as the Mortgage Notes
Indenture Trustee may request to evidence the Secured Parties' security interest in such Intellectual Property and the goodwill and general intangibles of such Grantor relating thereto or represented
thereby; 



        (iii)  pay
or discharge taxes and Liens levied or placed on or threatened against the Collateral, effect any repairs or any insurance called for by the terms of this
Agreement and pay all or any part of the premiums therefor and the costs thereof; 


        (iv)  execute,
in connection with any sale provided for in Section 6.7 or 6.8, any endorsements, assignments or other instruments of conveyance or transfer with
respect to the Collateral; and 


        (v)  (1)
direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due or to become due thereunder directly to the Mortgage
Notes Indenture Trustee or as the Mortgage Notes Indenture Trustee shall direct; (2) ask or demand for, collect, and receive payment of and receipt for, any and all moneys, claims and other
amounts due or to become due at any time in respect of or arising out of any Collateral; (3) sign and endorse any invoices, freight or express bills, bills of lading, storage or warehouse
receipts, drafts against debtors, assignments, verifications, notices and other documents in connection with any of the Collateral; (4) commence and prosecute any suits, 




28





 






actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any portion thereof and to enforce any other right in respect of any Collateral;
(5) defend any suit, action or proceeding brought against such Grantor with respect to any Collateral; (6) settle, compromise or adjust any such suit, action or proceeding and, in
connection therewith, give such
discharges or releases as the Mortgage Notes Indenture Trustee may deem appropriate; (7) assign any Copyright, Patent or Trademark (along with the goodwill of the business to which any such
Copyright, Patent or Trademark pertains), throughout the world for such term or terms, on such conditions, and in such manner, as the Mortgage Notes Indenture Trustee shall in its reasonable judgment
determine; and (8) generally, sell, transfer, pledge and make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Mortgage Notes
Indenture Trustee were the absolute owner thereof for all purposes, and do, at the Mortgage Notes Indenture Trustee's option and such Grantor's expense, at any time, or from time to time, all acts and
things which the Mortgage Notes Indenture Trustee deems necessary to protect, preserve or realize upon the Collateral and the Secured Parties' security interests therein and to effect the intent of
this Agreement, all as fully and effectively as such Grantor might do. 




        Anything
in this Section 7.1(a) to the contrary notwithstanding, the Mortgage Notes Indenture Trustee agrees that, except as provided in Section 7.1(b), it will not
exercise any rights under the power of attorney provided for in this Section 7.1(a) unless and until an Event of Default shall have occurred and be continuing. 


        (b)  If
any Grantor fails to perform or comply with any of its agreements contained herein, the Mortgage Notes Indenture Trustee, at its option, but without any obligation so
to do, may perform or comply, or otherwise cause performance or compliance, with such agreement. 


        (c)  The
expenses of the Mortgage Notes Indenture Trustee incurred in connection with actions undertaken as provided in this Section 7.1, together with interest
thereon at a rate per annum equal to the rate per annum at which interest would then be payable on past due interest pursuant to Section 2.12 of the Indenture, from the date of payment by the
Mortgage Notes Indenture Trustee to the date reimbursed by the relevant Grantor, shall be payable by such Grantor to the Mortgage Notes Indenture Trustee on demand. 


        (d)  Each
Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. All powers, authorizations and agencies contained in this
Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the security interests created hereby are released. 




        7.2.    Duty of Mortgage Notes Indenture Trustee.    The Mortgage Notes Indenture Trustee's sole duty with respect to
the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 or 9-208 of the New York UCC or otherwise, shall be to deal
with it in the same manner as the Mortgage Notes Indenture Trustee deals with similar property for its own account. Neither the Mortgage Notes Indenture Trustee, nor any other Secured Party nor any of
their respective officers, directors, partners, employees, agents, attorneys and other advisors, attorneys-in-fact or affiliates shall be liable for failure to demand, collect
or realize upon any 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 any other Person
or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Secured Parties hereunder are solely to protect the Secured Parties' interests in
the Collateral and shall not impose any duty upon any Secured Party to
exercise any such powers. 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, partners, employees, agents, attorneys and other advisors, attorneys-in-fact or affiliates shall be responsible to any Grantor for any act or failure to act
hereunder, except to the extent that any 


29





 


such act or failure to act is found by a final and nonappealable decision of a court of competent jurisdiction to have resulted solely and proximately from their own gross negligence or willful
misconduct in breach of a duty owed to such Grantor. 


        7.3.    Filing of Financing Statements.    Each Grantor acknowledges that pursuant to
Section 9-509(b) of the New York UCC and any other applicable law, each Grantor authorizes the Mortgage Notes Indenture Trustee to file or record financing or continuation
statements, and amendments thereto, and other filing or recording documents or instruments with respect to the Collateral in such form and in such offices as the Mortgage Notes Indenture Trustee
reasonably determines appropriate to perfect or maintain the perfection of the security interests of the Mortgage Notes Indenture Trustee under this Agreement. Each Grantor hereby agrees that such
financing statements may describe the collateral in the same manner as described in the Collateral Documents or as "all assets" or "all personal property" of the undersigned, whether now owned or
hereafter existing or acquired by the undersigned. If and to the extent permitted by applicable law, a photographic or other reproduction of this Agreement shall be sufficient as a financing statement
or other filing or recording document or instrument for filing or recording in any jurisdiction. 



        7.4.    Authority of Mortgage Notes Indenture Trustee.    Each Grantor acknowledges that the rights and
responsibilities of the Mortgage Notes Indenture Trustee under this Agreement with respect to any action taken by the Mortgage Notes Indenture Trustee or the exercise or non-exercise by
the Mortgage Notes Indenture Trustee of any option, voting right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Agreement shall, as between the
Mortgage Notes Indenture Trustee and the other Secured Parties, be governed by the Indenture and by such other agreements with respect thereto as may exist from time to time among them, but, as
between the Mortgage Notes Indenture Trustee and the Grantors, the Mortgage Notes Indenture Trustee shall be conclusively presumed to be acting as agent for the Secured Parties with full and valid
authority so to act or refrain from acting, and no Grantor shall be under any obligation, or entitlement, to make any inquiry respecting such authority. 


        7.5.    Appointment of Co-Collateral Agents.    At any time or from time to time, in order to comply with
any Requirement of Law or otherwise, the Mortgage Notes Indenture Trustee may appoint another bank or trust company or one of more other persons, either to act as bailee, co-agent or
agents on behalf of the Secured Parties with such power and authority as may be necessary for the effectual operation of the provisions hereof and which may be specified in the instrument of
appointment (which may, in the discretion of the Mortgage Notes Indenture Trustee, include provisions for indemnification and similar protections of such co-agent or separate agent);
provided that the Mortgage Notes Indenture Trustee shall give prompt notice of such appointment to all Grantors pursuant to Section 8.2 hereof. 


SECTION 8.    MISCELLANEOUS  


        8.1.    Amendments in Writing.    None of the terms or provisions of this Agreement may be waived, amended,
supplemented or otherwise modified except in accordance with the terms of the Indenture. 



        8.2.    Notices.    All notices, requests and demands to or upon the Mortgage Notes Indenture Trustee or any Grantor
hereunder shall be effected in the manner provided for in Section 13.02 of the Indenture; provided that any such notice, request or demand to or
upon any Guarantor shall be addressed to such Guarantor at its notice address set forth on Schedule 1. 


        8.3.    No Waiver by Course of Conduct; Cumulative Remedies.    No Secured Party shall by any act (except by a written
instrument pursuant to Section 8.1), delay, indulgence, omission or otherwise be deemed to have waived any right or remedy hereunder or to have acquiesced in any Default or Event of Default. No
failure to exercise, nor any delay in exercising, on the part of any Secured Party, any right, power or privilege hereunder shall operate as a waiver thereof. No single or partial exercise of 


30





 




any right, power or privilege hereunder shall preclude any other or further exercise thereof or the exercise of any other right, power or privilege. A waiver by any Secured Party of any right or
remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy which such Secured Party would otherwise have on any future occasion. The rights and remedies herein
provided are cumulative, may be exercised singly or concurrently and are not exclusive of any other rights or remedies provided by law. 


        8.4.    Enforcement Expenses; Indemnification.    (a) Each Grantor agrees to pay or reimburse each Secured
Party for all its costs and expenses incurred in collecting against such Grantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Agreement,
the Indenture and the other Collateral Documents to which such Grantor is a party, including, without limitation, the fees and disbursements of counsel to each Secured Party and of counsel to the
Mortgage Notes Indenture Trustee. 



        (b)  Each
Grantor agrees to pay, and to save the Secured Parties harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all
stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement. 



        (c)  Each
Grantor agrees to pay, and to save the Secured Parties harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements of any
kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement to the extent the Issuers would be required to indemnify the Trustee
under Section 7.07 of the Indenture. 


        (d)  The
agreements in this Section 8.4 shall survive repayment of the Obligations and all other amounts payable under the Indenture, the Notes and the Collateral
Documents. 




        8.5.    Successors and Assigns.    This Agreement shall be binding upon the successors and assigns of each Grantor and
shall inure to the benefit of the Secured Parties and their successors and assigns; provided that no Grantor may assign, transfer or delegate any of its
rights or obligations under this Agreement without the prior written consent of the Mortgage Notes Indenture Trustee. 


        8.6.    Set-Off.    Each Grantor hereby irrevocably authorizes each Secured Party at any time and from
time to time while an Event of Default shall have occurred and be continuing, without notice to such Grantor or any other Grantor, any such notice being expressly waived by each Grantor, to
set-off and appropriate and apply any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any
currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Secured Party to or for the credit or the account of such Grantor, or
any part thereof in such amounts as such Secured Party may elect, against and on account of the obligations and liabilities of such Grantor to such Secured Party hereunder and claims of every nature
and description of such Secured Party against such Grantor, in any currency, whether arising hereunder, under the Indenture, any Collateral Document or otherwise, as such Secured Party may elect,
whether or not any Secured Party has made any demand for payment and although such obligations, liabilities and claims may be contingent or unmatured. Each Secured Party shall notify such Grantor
promptly of any such set-off and the application made by such Secured Party of the proceeds thereof, provided that the failure to give such notice shall not affect the validity of such
set-off and application. The rights of each Secured Party under this Section are in addition to other rights and remedies (including, without limitation, other rights of
set-off) which such Secured Party may have. 


        8.7.    Counterparts.    This Agreement may be executed by one or more of the parties to this Agreement on any number
of separate counterparts (including by telecopy), and all of said counterparts taken together shall be deemed to constitute one and the same instrument. 


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        8.8.    Severability.    Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction
(including by reason of the application of Gaming Laws or non-approval of the Gaming Authorities as set forth in Section 8.17) shall, as to such jurisdiction, be ineffective to the
extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction. 


        8.9.    Section Headings.    The Section headings used in this Agreement are for convenience of reference only and are
not to affect the construction hereof or be taken into consideration in the interpretation hereof. 


        8.10.    Integration.    This Agreement, the Indenture and the Collateral Documents represent the agreement of the
Grantors, the Mortgage Notes Indenture Trustee and the other Secured Parties with respect to the subject matter hereof and thereof, and there are no promises, undertakings, representations or
warranties by any Secured Party relative to subject matter hereof and thereof not expressly set forth or referred to herein, in the Indenture or in the Collateral Documents. 


        8.11.    GOVERNING LAW.    SUBJECT TO COMPLIANCE WITH APPLICABLE
GAMING LAWS AND MANDATORY PROVISIONS OF NEW YORK LAW WHICH MAY REQUIRE APPLICATION OF NEVADA OR DELAWARE LAW AS TO CERTAIN ISSUES OF PERFECTION, THE EFFECT OF PERFECTION OR NON-PERFECTION,
AND THE PRIORITY OF SECURITY INTERESTS, THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.


        8.12.    Submission to Jurisdiction; Waivers.    Each Grantor hereby irrevocably and unconditionally: 



        (a)  submits
for itself and its property in any legal action or proceeding relating to this Agreement, the Indenture and the Collateral Documents to which it is a party, or
for recognition and enforcement of any judgment in respect thereof, to the non-exclusive general jurisdiction of the Courts of the State of New York, the courts of the United States of
America for the Southern District of New York, and appellate courts from any thereof; 


        (b)  consents
that any such action or proceeding may be brought in such courts and waives any objection that it may now or hereafter have to the venue of any such action or
proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; 


        (c)  agrees
that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar
form of mail), postage prepaid, to such Grantor at its address referred to in Section 8.2 or at such other address of which the Mortgage Notes Indenture Trustee shall have been notified
pursuant thereto; 


        (d)  agrees
that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to sue in any other
jurisdiction; and 


        (e)  waives,
to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section any special,
exemplary, punitive or consequential damages. 




        8.13.    Acknowledgments.    Each Grantor hereby acknowledges that: 



        (a)  it
has been advised by counsel in the negotiation, execution and delivery of this Agreement, the Indenture and the Collateral Documents to which it is a party; 



32







  



        (b)  no
Secured Party has any fiduciary relationship with or duty to any Grantor arising out of or in connection with this Agreement, the Indenture or the Collateral
Documents, and the relationship between the Grantors, on the one hand, and the Secured Parties, on the other hand, in connection herewith or therewith is solely that of debtor and creditor; and 



        (c)  no
joint venture is created hereby or by the the Indenture or the Collateral Documents or otherwise exists by virtue of the transactions contemplated hereby among the
Secured Parties or among the Grantors and the Secured Parties. 




        8.14.    Additional Grantors.    Each Subsidiary of Valvino Lamore, LLC that is required to become a party to
this Agreement pursuant to Section 4.31 of the Indenture shall become a Grantor for all purposes of this Agreement upon execution and delivery by such Subsidiary of an Assumption Agreement in
the form of Annex 1 hereto. 


        8.15.    Releases.    (a) At such time as the Notes and the other Obligations (other than unmatured contingent
reimbursement and indemnification Obligations) shall have been paid in full, the Collateral shall be released from the Liens created hereby, and this Agreement and all obligations (other than those
expressly stated to survive such termination) of the Mortgage Notes Indenture Trustee and each Grantor hereunder shall terminate, all without delivery of any instrument or performance of any act by
any party, and all rights to the Collateral shall revert to the Grantors. At the request and sole expense of any Grantor following any such termination, the Mortgage Notes Indenture Trustee shall
deliver to such Grantor any of such Grantor's Collateral held by the Mortgage Notes Indenture Trustee hereunder, and execute and deliver to such Grantor such documents as such Grantor shall reasonably
request to evidence such termination. 



        (b)  If
any of the Collateral shall be transferred or sold by any Grantor in a transaction not prohibited by the Indenture, then the Mortgage Notes Indenture Trustee, at the
request and sole expense of such Grantor, shall execute and deliver to such Grantor all releases or other documents reasonably necessary or desirable for the release of the Liens created hereby on
such Collateral. At the request and sole expense of either Note Issuer, a Guarantor shall be released from its obligations hereunder in the event that all the Capital Stock of such Guarantor shall be
transferred or sold in a transaction not prohibited by the Indenture; provided that the Note Issuers shall have delivered to the Mortgage Notes Indenture Trustee, at least ten business days prior to
the date of the proposed release, a written request for release identifying the relevant Guarantor and the terms of such sale or transfer in reasonable detail, including the price thereof and any
expenses in connection therewith, together with a certification by each Note Issuer stating that such transaction is in compliance with the Indenture and
the Collateral Documents and that the Proceeds of such sale or transfer will be applied in accordance therewith. 


        (c)  Each
Grantor acknowledges that it is not authorized to file any financing statement or amendment or termination statement with respect to any financing statement
originally filed in connection herewith without the prior written consent of the Mortgage Notes Indenture Trustee subject to such Grantor's rights under Section 9-509(d)(2) of the
New York UCC. 




        8.16.    WAIVER OF JURY TRIAL.    EACH GRANTOR AND THE MORTGAGE NOTES
INDENTURE TRUSTEE HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT, THE INDENTURE OR ANY COLLATERAL DOCUMENT AND FOR ANY
COUNTERCLAIM THEREIN.


        8.17.    Regulatory Matters.    The Mortgage Notes Indenture Trustee, on behalf of the Lenders, acknowledges and
agrees that: 



        (a)  At
such time as any Grantor becomes subject to the jurisdiction of the Gaming Authorities as a licensee or registered company under the Gaming Laws (or prior to such
time in furtherance of any Grantor's application to become a licensee or registered company under the 



33





 


Gaming Laws), the pledge of any Pledged Stock or other equity securities issued by such Grantor ("Pledged Gaming Stock") under this Agreement will
require the approval of the Gaming Authorities in order to remain effective. 


        (b)  In
the event that a Secured Party exercises a remedy set forth in this Agreement with respect to any Pledged Gaming Stock, that is a foreclosure, transfer of a
possessory security interest in such Collateral, the exercise of voting and consensual rights with respect thereto afforded hereunder and/or re-registration of such Collateral, such
exercise of remedies would be deemed a separate transfer of such Collateral and would require the separate and prior approval of the Gaming Authorities pursuant to applicable Gaming Laws as in effect
on the date hereof and the licensing of such Secured Party or other transferee, unless such licensing requirement is waived by the Gaming Authorities. 


        (c)  In
the event that after a Secured Party exercises a remedy set forth in this Agreement with respect to Collateral consisting of gaming devices, cashless wagering systems
and associated equipment (as those terms are defined in the Gaming Laws) a transfer, sale, distribution, or other disposition of such Collateral occurs (separate from any foreclosure action by a
Secured Party unless such Secured Party utilizes such Collateral for gaming purposes), such transfer, sale, distribution, or other disposition of such Collateral would require the separate and prior
approval of the Gaming Authorities pursuant to applicable Gaming Laws as in effect on the date hereof or the licensing of such Secured Party or other transferee. 


        (d)  The
approval by the applicable Gaming Authorities of this Agreement shall not act or be construed as the approval, either express or implied, for a Secured Party to take
any actions or steps provided for in this Agreement for which prior approval of the Gaming Authorities is required, without first obtaining such prior and separate approval of the applicable Gaming
Authorities to the extent then required applicable Gaming Laws. 


        (e)  The
physical location of all certificates evidencing Pledged Gaming Stock shall at all times remain within the territory of the State of Nevada at a location designated
to the Gaming Authorities, and each of such certificates shall be made available for inspection by agents of the Gaming Authorities immediately upon request during normal business hours. Neither the
Mortgage Notes Indenture Trustee nor any agent of the Mortgage Notes Indenture Trustee shall surrender possession of the Pledged Gaming Stock to any Person other than the Grantor pledging such Pledged
Gaming Stock without the prior approval of the Gaming Authorities or as otherwise permitted by applicable Gaming Laws. 


        (f)    It
shall cooperate with the Gaming Authorities in connection with the administration of their regulatory jurisdiction over certain of the Grantors, including, without
limitation, through the provision of such documents or other information as may be requested by the Gaming Authorities relating to the Mortgage Notes Indenture Trustee, the Holders or such Grantors. 


        (g)  The
Mortgage Notes Indenture Trustee, the Holders and their respective assignees are subject to being called forward by the Gaming Authorities, in their discretion, for
licensing or a finding of suitability in order to remain entitled to the benefits of this Agreement as it relates to Pledged Gaming Stock. 




        8.18.    Intercreditor Agreement.    Notwithstanding anything to the contrary in this Agreement, the parties
acknowledge that the Grantors have entered into that certain Guarantee and Collateral Agreement (the "Bank Guarantee and Collateral Agreement"), dated
as of October 30, 2002, among the Grantors, Deutsche Bank Trust Company Americas, as administrative agent (the "Administrative Agent") and that
the Administrative Agent and the Mortgage Notes Indenture Trustee have entered into that certain Intercreditor Agreement, dated as of October 30, 2002, by and between the Administrative Agent,
the Mortgage Note Indenture Trustee and Wells Fargo Bank Nevada, National 


34





 


Association, as collateral agent (the "Intercreditor Agreement") pursuant to which, among other things, the Administrative Agent and the Mortgage Notes
Indenture Trustee have agreed to certain priorities with respect to the Collateral covered hereby. In accordance with the Intercreditor Agreement and in furtherance of the Administrative Agent's
senior rights with respect to the Collateral covered hereby, any provisions hereof that require the delivery of any Collateral under this Agreement shall be deemed satisfied so long as such Collateral
has been delivered to the Administrative Agent under the Bank Guarantee and Collateral Agreement. 


35





 

        IN
WITNESS WHEREOF, each of the undersigned has caused this Guarantee and Collateral Agreement to be duly executed and delivered as of the date first above written. 



	WYNN LAS VEGAS, LLC,

a Nevada limited liability company,	 	 
	

By:	

Wynn Resorts Holdings, LLC,

a Nevada limited liability company,

its sole member	
 	

 
	

 	

By:	

Valvino Lamore, LLC,

a Nevada limited liability company,

its sole member	
 	

 
	

 	

 	

By:	

Wynn Resorts, Limited,

a Nevada corporation,

its sole member	
 	

 
	

 	

 	

 	

By:	

/s/  STEPHEN A. WYNN      
	
 	

 
	 	 	 	Name:	Stephen A. Wynn
	 	 
	 	 	 	Title:	Chief Executive Officer
	 	 
	

VALVINO LAMORE, LLC,

a Nevada limited liability company,	
 	

 
	

By:	

Wynn Resorts, Limited,

a Nevada corporation,

its sole member	
 	

 
	

 	

 	

By:	

/s/  STEPHEN A. WYNN      
	
 	

 
	 	 	Name:	Stephen A. Wynn
	 	 
	 	 	Title:	Chief Executive Officer
	 	 
	

WYNN LAS VEGAS CAPITAL CORP.,

a Nevada corporation,	
 	

 
	

 	

 	

By:	

/s/  STEPHEN A. WYNN      
	
 	

 
	 	 	Name:	Stephen A. Wynn
	 	 
	 	 	Title:	President
	 	 



36





 

	

PALO, LLC,

a Delaware limited liability company,	
 	

 
	

By:	

Wynn Resorts Holdings, LLC,

a Nevada limited liability company,

its sole member	
 	

 
	

 	

By:	

Valvino Lamore, LLC,

a Nevada limited liability company,

its sole member	
 	

 
	

 	

 	

By:	

Wynn Resorts, Limited,

a Nevada corporation,

its sole member	
 	

 
	

 	

 	

 	

By:	

/s/  STEPHEN A. WYNN      
	
 	

 
	 	 	 	Name:	Stephen A. Wynn
	 	 
	 	 	 	Title:	Chief Executive Officer
	 	 
	

DESERT INN WATER COMPANY, LLC,

a Nevada limited liability company,	
 	

 
	

By:	

Valvino Lamore, LLC,

a Nevada limited liability company,

its sole member	
 	

 
	

 	

By:	

Wynn Resorts, Limited,

a Nevada corporation,

its sole member	
 	

 
	

 	

 	

By:	

/s/  STEPHEN A. WYNN      
	
 	

 
	 	 	Name:	Stephen A. Wynn
	 	 
	 	 	Title:	Chief Executive Officer
	 	 
	

WYNN RESORTS HOLDINGS, LLC,

a Nevada limited liability company,	
 	

 
	

By:	

Valvino Lamore, LLC,

a Nevada limited liability company,

its sole member	
 	

 
	

 	

By:	

Wynn Resorts, Limited,

a Nevada corporation,

its sole member	
 	

 
	

 	

 	

By:	

/s/  STEPHEN A. WYNN      
	
 	

 
	 	 	Name:	Stephen A. Wynn
	 	 
	 	 	Title:	Chief Executive Officer
	 	 



37





 

	

WYNN DESIGN & DEVELOPMENT, LLC,

a Nevada limited liability company,	
 	

 
	

By:	

Valvino Lamore, LLC,

a Nevada limited liability company,

its sole member	
 	

 
	

 	

By:	

Wynn Resorts, Limited,

a Nevada corporation,

its sole member	
 	

 
	

 	

 	

By:	

/s/  STEPHEN A. WYNN      
	
 	

 
	 	 	Name:	Stephen A. Wynn
	 	 
	 	 	Title:	Chief Executive Officer
	 	 
	

WORLD TRAVEL, LLC,

a Nevada limited liability company,	
 	

 
	

By:	

Wynn Las Vegas LLC,

a Nevada limited liability company,

its sole member	
 	

 
	

 	

By:	

Wynn Resorts Holdings, LLC,

a Nevada limited liability company,

its sole member	
 	

 
	

 	

 	

By:	

Valvino Lamore, LLC,

a Nevada limited liability company,

its sole member	
 	

 
	

 	

 	

 	

By:	

Wynn Resorts, Limited,

a Nevada corporation,

its sole member	
 	

 
	

 	

 	

 	

 	

By:	

/s/  STEPHEN A. WYNN      
	
 	

 
	 	 	 	 	Name:	    Stephen A. Wynn
	 	 
	 	 	 	 	Title:	    Chief Executive Officer
	 	 



38





 

	

LAS VEGAS JET, LLC,

a Nevada limited liability company,	
 	

 
	

By:	

Wynn Las Vegas LLC,

a Nevada limited liability company,

its sole member	
 	

 
	

 	

By:	

Wynn Resorts Holdings, LLC,

a Nevada limited liability company,

its sole member	
 	

 
	

 	

 	

By:	

Valvino Lamore, LLC,

a Nevada limited liability company,

its sole member	
 	

 
	

 	

 	

 	

By:	

Wynn Resorts, Limited,

a Nevada corporation,

its sole member	
 	

 
	

 	

 	

 	

 	

By:	

/s/  STEPHEN A. WYNN      
	
 	

 
	 	 	 	 	Name:	    Stephen A. Wynn
	 	 
	 	 	 	 	Title:	    Chief Executive Officer
	 	 
	

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Mortgage Notes Indenture Trustee	
 	

 
	

By:	

/s/  MICHAEL G. SLADE      
	

 	
 	

 
	Name:	Michael G. Slade
	 	 	 
	Title:	Corporate Trust Officer
	 	 	 




39






   Schedule 1  


NOTICE ADDRESSES OF GUARANTORS  


1-1








   Schedule 2  


DESCRIPTION OF PLEDGED INVESTMENT PROPERTY  


Pledged Stock:  



	Issuer
 
	 	Issuer's Jurisdiction Under

New York UCC Section 9-

305(a)(2)
	 	Class of Stock or

other equity interest
	 	Stock or Membership

Interest Certificate No.
	 	Percentage of

Shares
	 	No. of Shares
	 	Owner of Record

	



	
 	

 	
 	

 	
 	

 	
 	

 	
 	

 	
 	

 
	



	
 	

 	
 	

 	
 	

 	
 	

 	
 	

 	
 	

 
	



	
 	

 	
 	

 	
 	

 	
 	

 	
 	

 	
 	

 





Pledged Notes:  



	Issuer
 
	 	Payee
	 	Principal Amount

	



	
 	

 	
 	

 
	



	
 	

 	
 	

 
	



	
 	

 	
 	

 





Pledged Debt Securities:  



	Issuer
 
	 	Issuer's Jurisdiction Under New York UCC

Section 9-305(a)(2)
	 	Payee
	 	Principal Amount

	



	
 	

 	
 	

 	
 	

 
	



	
 	

 	
 	

 	
 	

 
	



	
 	

 	
 	

 	
 	

 





Pledged Security Entitlements:  



	Issuer of Financial Asset
 
	 	Description of Financial

Asset
	 	Securities Intermediary (Name and Address)
	 	Securities Account (Number and Location)
	 	Securities Intermediary's Jurisdiction Under New York UCC Section 9-305(a)(3)

	



	
 	

 	
 	

 	
 	

 	
 	

 
	



	
 	

 	
 	

 	
 	

 	
 	

 
	



	
 	

 	
 	

 	
 	

 	
 	

 




2-1





 

Pledged Commodity Contracts:  



	Description of Commodity Contract
 
	 	Commodity Intermediary (Name and

Address)
	 	Commodity Account (Number and Location)
	 	Commodity Intermediary's Jurisdiction

Under New York UCC Section 9-305(a)(4)

	



	
 	

 	
 	

 	
 	

 
	



	
 	

 	
 	

 	
 	

 
	



	
 	

 	
 	

 	
 	

 




2-2






   Schedule 3  


FILINGS AND OTHER ACTIONS

REQUIRED TO PERFECT SECURITY INTERESTS  


Uniform Commercial Code Filings  


[List each office where a financing statement is to be filed]


Copyright, Patent and Trademark Filings


[List all filings]


Actions with respect to Investment Property


[Describe all actions required to obtain "control" of Investment Property]


Other Actions


[Describe other actions to be taken]


3-1






   Schedule 4  


EXACT LEGAL NAME, LOCATION OF JURISDICTION OF ORGANIZATION AND

CHIEF EXECUTIVE OFFICE  



	Grantor
	 	Location

	



	
 	

 
	



	
 	

 
	



	
 	

 





4-1






   Schedule 5  


LOCATION OF INVENTORY AND EQUIPMENT  



	Grantor
	 	Locations

	



	
 	

 
	



	
 	

 
	



	
 	

 





5-1






   Schedule 6  


COPYRIGHTS  


 PATENTS  


 TRADEMARKS  


 TRADE SECRETS  


 INTELLECTUAL PROPERTY LICENSES  


 OTHER INTELLECTUAL PROPERTY  


6-1






   Schedule 7  


CONTRACTS  


7-1






   Schedule 8  


VEHICLES  


8-1






   
Exhibit A to

Guarantee and Collateral Agreement 


FORM OF ACKNOWLEDGMENT AND CONSENT  


        The undersigned hereby acknowledges receipt of a copy of the Guarantee and Collateral Agreement dated as of October 30, 2002 (the
"Agreement"), made by the Grantors parties thereto for the benefit of WELLS FARGO BANK, NATIONAL ASSOCIATION, as Mortgage Notes Indenture Trustee (in
such capacity the "Mortgage Notes Indenture Trustee"); capitalized terms used but not defined herein have the meanings given such terms therein. The
undersigned agrees for the benefit of the Mortgage Notes Indenture Trustee and the Secured Parties as follows: 



        1.    The
undersigned will be bound by the terms of the Agreement and will comply with such terms insofar as such terms are applicable to the undersigned. 


        2.    The
undersigned confirms the statements made in the Agreement with respect to the undersigned including, without limitation, in Section 4.6 and Schedule 2. 



        3.    The
undersigned will notify the Mortgage Notes Indenture Trustee promptly in writing of the occurrence of any of the events described in Section 5.6(a) of the
Agreement. 


        4.    The
terms of Sections 6.4(c) and 6.8 of the Agreement shall apply to it, mutatis mutandis, with respect to all
actions that may be required of it pursuant to Section 6.4(c) or 6.8 of the Agreement. 



	 	[NAME OF ISSUER]
	



	

 	

 
	 	By	    
 Name:

Title:
	

 	

Address for Notices:
	

 	

    

	 	    

	 	Fax:	    





A-1






   
Exhibit B-1 to

Guarantee and Collateral Agreement 


FORM OF INTELLECTUAL PROPERTY SECURITY AGREEMENT  


        This INTELLECTUAL PROPERTY SECURITY AGREEMENT, dated as
of                        , 2002 (as amended, supplemented or otherwise modified from time to time, the
"Intellectual Property Security Agreement"), is made by each of the signatories hereto (collectively, the
"Grantors") in favor of WELLS FARGO BANK, NATIONAL ASSOCIATION, as Mortgage Notes Indenture Trustee (in such capacity, the
"Mortgage Notes Indenture Trustee") for the Secured Parties (as defined in the Guarantee and Collateral Agreement referred to below). 


        WHEREAS,
Wynn Las Vegas, LLC, a Nevada limited liability company, and Wynn Las Vegas Capital Corp., a Nevada corporation (together with Wynn Las Vegas, LLC, the
"Note Issuers"), have entered into an Indenture, dated as of October 30, 2002 (as amended, supplemented, replaced or otherwise modified from time
to time, the "Indenture"), with the Mortgage Notes Indenture Trustee and the Restricted Entities (as defined in the Indenture). 


        WHEREAS,
it is a condition precedent to the obligation of the Holders to purchase the 12.0% Mortgage Notes due 2010 issued by the Note Issuers, in the aggregate principal amount of
$370,000,000 under the Indenture that the Grantors shall have executed and delivered that certain Guarantee and Collateral Agreement, dated as of October 30, 2002, in favor of the Mortgage
Notes Indenture Trustee (as amended, supplemented, replaced or otherwise modified from time to time, the "Guarantee and Collateral Agreement").
Capitalized terms used and not defined herein have the meanings given such terms in the Guarantee and Collateral Agreement or the Indenture, as the case may be. 


        WHEREAS,
under the terms of the Guarantee and Collateral Agreement, the Grantors have granted a security interest in certain Property, including, without limitation, certain Intellectual
Property of the Grantors, to the Mortgage Notes Indenture Trustee for the ratable benefit of the Secured Parties, and have agreed as a condition thereof to execute Intellectual Property Security
Agreements for recording with the United States Patent and Trademark Office, the United States Copyright Office, and other applicable Governmental Authorities. 



        NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Grantors agree as follows: 


        SECTION
1.    Grant of Security.    Subject to compliance with applicable Gaming Laws, each Grantor hereby grants to
the Mortgage Notes Indenture Trustee for the ratable benefit of the Holders a security interest in and to all of such Grantor's right, title and interest in and to the following (the
"Intellectual Property Collateral"), as collateral security for the prompt and complete payment and performance when due (whether at the stated
maturity, by acceleration or otherwise) of such Grantor's Obligations: 



        (a)  (i) all
trademarks, service marks, trade names, corporate names, company names, business names, trade dress, trade styles, logos, or other indicia of origin or
source identification, internet domain names, trademark and service mark registrations, and applications for trademark or service mark registrations and any new renewals thereof, including, without
limitation, each registration and application identified in Schedule 1, (ii) the right to sue or otherwise recover for any and all past, present and future infringements and
misappropriations thereof, (iii) all income, royalties, damages and other payments now and hereafter due and/or payable with respect thereto (including, without limitation, payments under all
licenses entered into in connection therewith, and damages and payments for past, present or future infringements thereof), and (iv) all other rights of any kind whatsoever of such Grantor
accruing thereunder or pertaining thereto, together 



B-1-1





 


in each case with the goodwill of the business connected with the use of, and symbolized by, each of the above (collectively, the "Trademarks"); 



        (b)  (i) all
patents, patent applications and patentable inventions, including, without limitation, each issued patent and patent application identified in
Schedule 1, and all certificates of invention or similar industrial property rights, (ii) all inventions and improvements described and claimed therein, (iii) the right to sue or
otherwise recover for any and all past, present and future infringements and misappropriations thereof, (iv) all income, royalties, damages and other payments now and hereafter due and/or
payable with respect thereto (including, without limitation, payments under all licenses entered into in connection therewith, and damages and payments for past, present or future infringements
thereof), and (v) all reissues, divisions, continuations, continuations-in-part, substitutes, renewals, and extensions thereof, all improvements thereon and all other
rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto (collectively, the "Patents"); 


        (c)  (i) all
copyrights, whether or not the underlying works of authorship have been published, including but not limited to copyrights in software and databases, all
Mask Works (as defined in 17 U.S.C. 901 of the U.S. Copyright Act) and all such underlying works of authorship and other intellectual property rights therein, all copyrights of works based on,
incorporated in, derived from or relating to works covered by such copyrights, all right, title and interest to make and exploit all derivative works based on or adopted from works covered by such
copyrights, and all copyright registrations and copyright applications, and any renewals or extensions thereof, including, without limitation, each registration and application identified in
Schedule 1, (ii) the rights to print, publish and distribute any of the foregoing, (iv) the right to sue or otherwise recover for any and all past, present and future
infringements and misappropriations thereof, (iv) all income, royalties, damages and other payments now and hereafter
due and/or payable with respect thereto (including, without limitation, payments under all licenses entered into in connection therewith, and damages and payments for past, present or future
infringements thereof), and (v) all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto ("Copyrights"); 


        (d)  (i) all
trade secrets and all confidential and proprietary information, including know-how, manufacturing and production processes and techniques,
inventions, research and development information, technical data, financial, marketing and business data, pricing and cost information, business and marketing plans, and customer and supplier lists
and information, including, without limitation, any of the foregoing identified in Schedule 1, (ii) the right to sue or otherwise recover for any and all past, present and future
infringements and misappropriations thereof, (iii) all income, royalties, damages and other payments now and hereafter due and/or payable with respect thereto (including, without limitation,
payments under all licenses entered into in connection therewith, and damages and payments for past, present or future infringements thereof), and (iv) all other rights of any kind whatsoever
of such Grantor accruing thereunder or pertaining thereto (collectively, the "Trade Secrets"); 



        (e)  (i) all
licenses or agreements, whether written or oral, providing for the grant by or to any Grantor of: (A) any right to use any Trademark or Trade
Secret, (B) any right to manufacture, use or sell any invention covered in whole or in part by a Patent, and (C) any right under any Copyright including, without limitation, the grant of
rights to manufacture, distribute, exploit and sell materials derived from any Copyright including, without limitation, any of the foregoing identified in Schedule 1, (ii) the right to
sue or otherwise recover for any and all past, present and future infringements and misappropriations of any of the foregoing, (iii) all income, royalties, damages and other payments now and
hereafter due and/or payable with respect thereto (including, without limitation, payments under all licenses entered into in connection therewith, and damages and payments for past, present or future
infringements thereof), and (iv) all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto; and 



B-1-2





 




        (f)    any
and all proceeds of the foregoing. 




        SECTION
2.    Recordation.    Each Grantor authorizes and requests that the Register of Copyrights, the Commissioner
of Patents and Trademarks and any other applicable government officer record this Intellectual Property Security Agreement. 


        SECTION
3.    Execution in Counterparts.    This Agreement may be executed in any number of counterparts (including by
telecopy), each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. 



        SECTION
4.    Governing Law.    Subject to compliance with applicable Gaming Laws, this Intellectual Property Security
Agreement shall be governed by, and construed and interpreted in accordance with, the law of the State of New York. 


        SECTION
5.    Conflict Provision.    This Intellectual Property Security Agreement has been entered into in
conjunction with the provisions of the Guarantee and Collateral Agreement and the Indenture. The rights and remedies of each party hereto with respect to the security interest granted herein are
without prejudice to, and are in addition to those set forth in the Guarantee and Collateral Agreement and the Indenture, all terms and provisions of which are incorporated herein by reference. In the
event that any provisions of this Intellectual Property Security Agreement are in conflict with the Guarantee and Collateral Agreement or the Indenture, the provisions of the Guarantee and Collateral
Agreement or the Indenture shall govern. 


        IN
WITNESS WHEREOF, each of the undersigned has caused this Intellectual Property Security Agreement to be duly executed and delivered as of the date first above written. 



	 	[NAME OF GRANTOR]
	 	 	 	 
	

 	

By:	
 	

 
	 	 	 	
 Name:

Title:




B-1-3






Schedule 1  


COPYRIGHTS  


 PATENTS  


 TRADEMARKS  


 TRADE SECRETS  


 INTELLECTUAL PROPERTY LICENSES  








   
Exhibit B-2 to

Guarantee and Collateral Agreement 


FORM OF AFTER-ACQUIRED INTELLECTUAL PROPERTY SECURITY AGREEMENT  


 (FIRST SUPPLEMENTAL FILING)  


        This INTELLECTUAL PROPERTY SECURITY AGREEMENT (FIRST SUPPLEMENTAL FILING), dated as
of                             , 200    (as amended,
supplemented or otherwise modified from time to time, the "First Supplemental Intellectual Property Security Agreement"), is made by each of the
signatories hereto (collectively, the "Grantors") in favor of WELLS FARGO BANK, NATIONAL ASSOCIATION, as Mortgage Notes Indenture Trustee (in such
capacity, the "Mortgage Notes Indenture Trustee") for the Secured Parties (as defined in the Guarantee and Collateral Agreement referred to below). 


        WHEREAS,
Wynn Las Vegas, LLC, a Nevada limited liability company, and Wynn Las Vegas Capital Corp., a Nevada corporation (together with Wynn Las Vegas, LLC, the
"Note Issuers"), have entered into an Indenture, dated as of October 30, 2002 (as amended, supplemented, replaced or otherwise modified from time
to time, the "Indenture"), with the Mortgage Notes Indenture Trustee and the Restricted Entities (as defined in the Indenture). 


        WHEREAS,
it is a condition precedent to the obligation of the Holders to purchase the 12.0% Mortgage Notes due 2010 issued by the Note Issuers, in the aggregate principal amount of
$370,000,000 under the Indenture that the Grantors shall have executed and delivered that certain Guarantee and Collateral Agreement, dated as of October 30, 2002, in favor of the Mortgage
Notes Indenture Trustee (as amended, supplemented, replaced or otherwise modified from time to time, the "Guarantee and Collateral Agreement").
Capitalized terms used and not defined herein have the meanings given such terms in the Guarantee and Collateral Agreement or the Indenture, as the case may be. 


        WHEREAS,
under the terms of the Guarantee and Collateral Agreement, the Grantors have granted a security interest in certain Property, including, without limitation, certain Intellectual
Property of the Grantors, to the Mortgage Notes Indenture Trustee for the ratable benefit of the Secured Parties, and have agreed as a condition thereof to execute an Intellectual Property Security
Agreement for
recording with the United States Patent and Trademark Office, the United States Copyright Office, and other applicable Governmental Authorities. 


        WHEREAS,
the Intellectual Property Security Agreement was recorded against certain United States Intellectual Property at [INSERT REEL/FRAME
NUMBER] [IF SECOND OR LATER SUPPLEMENTAL, ADD PRIOR REEL/FRAME NUMBERS]. 


        NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Grantors agree as follows: 



        SECTION 1.    Grant of Security.    Subject to compliance with applicable Gaming Laws, each Grantor hereby
grants to the Mortgage Notes Indenture Trustee for the ratable benefit of the Secured Parties a security interest in and to all of such Grantor's right, title and interest in and to the following (the
"Intellectual Property Collateral"), as collateral security for the prompt and complete payment and performance when due (whether at the stated
maturity, by acceleration or otherwise) of such Grantor's Obligations: 



        (a)  (i) all
trademarks, service marks, trade names, corporate names, company names, business names, trade dress, trade styles, logos, or other indicia of origin or
source identification, internet domain names, trademark and service mark registrations, and applications for trademark or service mark registrations and any new renewals thereof, including, without
limitation, each registration and application identified in Schedule 1, (ii) the right to sue or otherwise recover for any and all 



B-2-1





 


past, present and future infringements and misappropriations thereof, (iii) all income, royalties, damages and other payments now and hereafter due and/or payable with respect thereto
(including, without limitation, payments under all licenses entered into in connection therewith, and damages and payments for past, present or future infringements thereof), and (iv) all other
rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto, together in each case with the goodwill of the business connected with the use of, and symbolized by, each of
the above (collectively, the "Trademarks"); 


        (b)  (i) all
patents, patent applications and patentable inventions, including, without limitation, each issued patent and patent application identified in
Schedule 1, and all certificates of invention or similar industrial property rights, (ii) all inventions and improvements described and claimed therein, (iii) the right to sue or
otherwise recover for any and all past, present and future infringements and misappropriations thereof, (iv) all income, royalties, damages and other payments now and hereafter due and/or
payable with respect thereto (including, without limitation, payments under all licenses entered into in connection therewith, and damages and payments for past, present or future infringements
thereof), and (v) all reissues, divisions, continuations, continuations-in-part, substitutes, renewals, and extensions thereof, all improvements thereon and all other
rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto (collectively, the "Patents"); 



        (c)  (i) all
copyrights, whether or not the underlying works of authorship have been published, including, but not limited to, copyrights in software and databases,
all Mask Works (as defined in 17 U.S.C. 901 of the U.S. Copyright Act) and all such underlying works of authorship and other intellectual property rights therein, all copyrights of works based on,
incorporated in, derived from or relating to works covered by such copyrights, all right, title and interest to make and exploit all derivative works based on or adopted from works covered by such
copyrights, and all copyright registrations and copyright applications, and any renewals or extensions thereof, including, without limitation, each registration and application identified in
Schedule 1, (ii) the rights to print, publish and distribute any of the foregoing, (iii) the right to sue or otherwise recover for any and all past, present and future
infringements and misappropriations thereof, (iv) all income, royalties, damages and other payments now and hereafter due and/or payable with respect thereto (including, without limitation,
payments under all licenses entered into in connection therewith, and damages and payments for past, present or future infringements thereof), and (v) all other rights of any kind whatsoever of
such Grantor accruing thereunder or pertaining thereto ("Copyrights"); 


        (d)  (i) all
trade secrets and all confidential and proprietary information, including know-how, manufacturing and production processes and techniques,
inventions, research and development information, technical data, financial, marketing and business data, pricing and cost information, business and marketing plans, and customer and supplier lists
and information, (ii) the right to sue or otherwise recover for any and all past, present and future infringements and misappropriations thereof, (iii) all income, royalties, damages and
other payments now and hereafter due and/or payable with respect thereto (including, without limitation, payments under all licenses entered into in connection therewith, and damages and payments for
past, present or future infringements thereof), and (iv) all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto (collectively, the
"Trade Secrets"); 


        (e)  (i) all
licenses or agreements, whether written or oral, providing for the grant by or to any Grantor of: (A) any right to use any Trademark or Trade
Secret, (B) any right under any Patent, and (C) any right under any Copyright, (ii) the right to sue or otherwise recover for any and all past, present and future infringements
and misappropriations of any of the foregoing, (iii) all income, royalties, damages and other payments now and hereafter due and/or payable with respect thereto (including, without limitation,
payments under all licenses entered into in connection therewith, and damages and payments for past, present or future infringements 



B-2-2





 





thereof), and (iv) all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto; and 


        (f)    any
and all proceeds of the foregoing. 




        SECTION 2.    Recordation.    Each Grantor authorizes and requests that the Register of Copyrights, the
Commissioner of Patents and Trademarks and any other applicable government officer record this First Supplemental Intellectual Property Security Agreement. 



        SECTION 3.    Execution in Counterparts.    This Agreement may be executed in any number of counterparts
(including by telecopy), each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. 


        SECTION 4.    Governing Law.    Subject to compliance with applicable Nevada Gaming Laws, this First
Supplemental Intellectual Property Security Agreement shall be governed by, and construed and interpreted in accordance with, the law of the State of New York. 



        SECTION 5.    Conflict Provision.    This First Supplemental Intellectual Property Security Agreement has been
entered into in conjunction with the provisions of the Guarantee and Collateral Agreement and the Indenture. The rights and remedies of each party hereto with respect to the security interest granted
herein are without prejudice to, and are in addition to those set forth in the Guarantee and Collateral Agreement and the Indenture, all terms and provisions of which are incorporated herein by
reference. In the event that any provisions of this First Supplemental Intellectual Property Security Agreement are in conflict with the Guarantee and Collateral Agreement or the Indenture, the
provisions of the Guarantee and Collateral Agreement or the Indenture shall govern. 


B-2-3





 

        IN
WITNESS WHEREOF, each of the undersigned has caused this Intellectual Property Security Agreement to be duly executed and delivered as of the date first above written. 



	 	 	[NAME OF GRANTOR]
	



	
 	

 	

 
	 	 	By:	    
 Name:

Title:




B-2-4






Schedule 1  


COPYRIGHTS  


 PATENTS  


 TRADEMARKS  


 TRADE SECRETS  


 INTELLECTUAL PROPERTY LICENSES  








   
Exhibit C to

Guarantee and Collateral Agreement 


FORM OF CONTROL AGREEMENT  


        This CONTROL AGREEMENT (as amended, supplemented or otherwise modified from time to time, the "Control Agreement")
dated as of                            , 200    , is made by and
among                                    ,
a                                    (the "Grantor"), WELLS FARGO BANK, NATIONAL
ASSOCIATION, as Mortgage Notes Indenture Trustee (in such capacity, the "Mortgage Notes Indenture Trustee") for the Secured Parties (as defined in the
Guarantee and Collateral Agreement referred to below),
and                                    ,
a                                    (the "Issuer"). 



        WHEREAS,
the Grantor has granted to the Mortgage Notes Indenture Trustee for the benefit of the Secured Parties a security interest in the uncertificated securities of the Issuer owned
by the Grantor from time to time (collectively, the "Pledged Securities"), and all additions thereto and substitutions and proceeds thereof
(collectively, with the Pledged Securities, the "Collateral") pursuant to a Guarantee and Collateral Agreement, dated as of October 30, 2002 (as
amended, supplemented, replaced or otherwise modified from time to time, the "Guarantee and Collateral Agreement"), among the Grantor and the other
persons party thereto as grantors in favor of the Mortgage Notes Indenture Trustee. 


        WHEREAS,
the following terms which are defined in Articles 8 and 9 of the Uniform Commercial Code in effect in the State of New York on the date hereof (the
"UCC") are used herein as so defined: Adverse Claim, Control, Instruction, Proceeds and Uncertificated Security. Capitalized terms used but not defined
herein shall have the meanings given such terms in the Guarantee and Collateral Agreement or that certain Indenture (as amended, supplemented, replaced or otherwise modified from time to time, the
"Indenture") dated as of October 30, 2002 among Wynn Las Vegas, LLC, a Nevada limited liability company, Wynn Las Vegas Capital Corp., a
Nevada corporation, the Mortgage Notes Indenture Trustee and the Restricted Entities (as defined in the Indenture), as the case may be. 


        NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 


        SECTION
1.    Notice of Security Interest.    The Grantor, the Mortgage Notes Indenture Trustee and the Issuer are
entering into this Control Agreement to perfect, and to confirm the priority of, the Mortgage
Notes Indenture Trustee's security interest in the Collateral. The Issuer acknowledges that this Control Agreement constitutes written notification to the Issuer of the Mortgage Notes Indenture
Trustee's security interest in the Collateral. The Issuer agrees to promptly make all necessary entries or notations in its books and records to reflect the Mortgage Notes Indenture Trustee's security
interest in the Collateral and, upon request by the Mortgage Notes Indenture Trustee, to register the Mortgage Notes Indenture Trustee as the registered owner of any or all of the Pledged Securities.
The Issuer acknowledges that the Mortgage Notes Indenture Trustee has control over the Collateral. 



        SECTION
2.    Collateral.    The Issuer hereby represents and warrants to, and agrees with the Grantor and the
Mortgage Notes Indenture Trustee that (i) the terms of any limited liability company interests or partnership interests included in the Collateral from time to time shall expressly provide that
they are securities governed by Article 8 of the Uniform Commercial Code in effect from time to time in the State of Nevada and any other applicable jurisdiction, (ii) the Pledged
Securities are uncertificated securities, (iii) the issuer's jurisdiction is, and during the term of this Control Agreement shall remain, the State
of                        ,
(iv) Schedule 1 contains a true and complete description of the Pledged Securities as of the date hereof and (v) except for the
claims and interests of the Mortgage Notes Indenture Trustee and the Grantor in the Collateral, the Issuer does not know of any claim to or security interest or other interest in the Collateral. 


C-1





 



        SECTION
3.    Control.    



        (a)  Subject
to Section 3(b) below, the Issuer hereby agrees, upon written direction from the Mortgage Notes Indenture Trustee and without further consent from the
Grantor, (a) to comply with all instructions and directions of any kind originated by the Mortgage Notes Indenture Trustee concerning the Collateral, to liquidate or otherwise dispose of the
Collateral as and to the extent directed by the Mortgage Notes Indenture Trustee and to pay over to the Mortgage Notes Indenture Trustee all proceeds without any setoff or deduction, and
(b) except as otherwise directed by the Mortgage Notes Indenture Trustee, not to comply with the instructions or directions of any kind originated by the Grantor or any other person at any time
after the Issuer has received notice from the Mortgage Notes Indenture Trustee that an Event of Default exists and is continuing (and thereafter not until such time as the Mortgage Notes Indenture
Trustee sends written notice to the Issuer that such Event of Default has been cured or waived). Until such time as the Issuer has received notice from the Mortgage Notes Indenture Trustee of the
occurrence and continuation of an Event of Default (and after such time as the Issuer has received notice from the Mortgage Notes Indenture Trustee that such Event of Default has been cured or
waived), the Issuer shall comply with all instructions and directions of any kind originated by the Grantor to the extent they do not conflict with any instructions or directions of the Mortgage Notes
Indenture Trustee, except that the Issuer shall not deliver the Collateral to the Grantor. 



        (b)  Notwithstanding
any other provision of this Control Agreement to the contrary, the Issuer and the Mortgage Notes Indenture Trustee agree that until such time as they
have been notified in writing by the Administrative Agent that the Control Agreement, dated as of                        ,
200    , among                        [the Grantor], the
Administrative Agent and                        [the Issuer] (the "Bank Control Agreement") has been terminated, the
Mortgage Notes Indenture Trustee shall not originate, and Issuer shall not comply with, any instructions or directions originated by the Mortgage Notes Indenture Trustee in respect of the Pledged
Securities covered by the Bank Control Agreement or take any of the actions specified in Section 3(a) above in respect of such Pledged Securities at the direction of the Mortgage Notes
Indenture Trustee, except with the consent of the Administrative Agent. It is understood and agreed that the Administrative Agent is a third party beneficiary of this Section 3(b) and that the
provisions of this Section 3(b) may not be amended, modified, supplemented or repealed without the express written consent of the Administrative Agent. 




        SECTION
4.    Other Agreements.    The Issuer shall notify promptly the Mortgage Notes Indenture Trustee and the
Grantor if any other person asserts any lien, encumbrance, claim (including any adverse claim) or security interest in or against any of the Collateral upon becoming aware of such assertion. In the
event of any conflict between the provisions of this Control Agreement and any other agreement governing the Pledged Securities or the Collateral, the provisions of this Control Agreement shall
control. 


        SECTION
5.    Protection of Issuer.    The Issuer may rely and shall be protected in acting upon any notice,
instruction or other communication that it reasonably believes to be genuine and authorized. 


        SECTION
6.    Termination.    This Control Agreement shall terminate automatically upon receipt by the Issuer of
written notice executed by the Mortgage Notes Indenture Trustee that (i) all of the Obligations (excluding unmatured contingent reimbursement and indemnification obligations) secured by the
Collateral have been paid in full in immediately available funds, or (ii) all of the Collateral has been released, whichever is sooner, and the Issuer shall thereafter be relieved of all duties
and obligations hereunder. 


        SECTION
7.    Notices.    All notices, requests and demands to or upon the respective parties hereto to be effective
shall be in writing (including by telecopy), and, unless otherwise expressly provided herein, shall be deemed to have been duly given or made when delivered, or three days after 


C-2





 




being deposited in the mail and sent by first-class mail, postage prepaid, or, in the case of telecopy notice, when received, to the Grantor's and the Mortgage Notes Indenture Trustee's addresses as
set forth in the Guarantee and Collateral Agreement, and to the Issuer's address as set forth below, or to such other address as any party may give to the others in writing for such purpose: 



[Name of Issuer]

[Address of Issuer]

Attention:

Telephone: (      )       -       

Telecopy: (      )       -        




        SECTION
8.    Amendments in Writing.    None of the terms or provisions of this Control Agreement may be waived,
amended, supplemented or otherwise modified except by a written instrument executed by the parties hereto. 


        SECTION
9.    Entire Agreement.    This Control Agreement and the Guarantee and Collateral Agreement constitute the
entire agreement and supersede all other prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof. 



        SECTION
10.    Execution in Counterparts.    This Control Agreement may be executed in any number of counterparts
(including by telecopy), each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. 


        SECTION
11.    Successors and Assigns.    This Control Agreement will be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns, except that the Grantor may not assign, transfer or delegate any of its rights or obligations under this Control Agreement without the prior
written consent of the Mortgage Notes Indenture Trustee. 


        SECTION
12.    Governing Law and Jurisdiction.    This Control Agreement has been delivered to and accepted by the
Mortgage Notes Indenture Trustee and will be deemed to be made in the State of New York. SUBJECT TO COMPLIANCE WITH APPLICABLE NEVADA GAMING LAWS, THIS CONTROL AGREEMENT SHALL
BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. Each of the parties hereto submits for itself and its property in any legal
action or proceeding relating to this Control Agreement, or for recognition and enforcement of any judgment in respect thereof, to the non-exclusive general jurisdiction of the Courts of
the State of New York, the courts of the United States of America for the Southern District of New York, and appellate courts from any thereof. 


        SECTION 13.    WAIVER OF JURY TRIAL.    EACH
OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS CONTROL AGREEMENT AND FOR ANY COUNTERCLAIM
THEREIN.


C-3





 

        IN
WITNESS WHEREOF, each of the undersigned has caused this Control Agreement to be duly executed and delivered as of the date first above written. 



	 	[NAME OF GRANTOR]
	



	

 	

 
	 	By:	    
 Name:

Title:
	



	

 	

 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Mortgage Notes Indenture Trustee
	



	

 	

 
	 	By:	    
 Name:

Title:
	



	

 	

 
	 	[NAME OF ISSUER]
	



	

 	

 
	 	By:	    
 Name:

Title:




C-4







Exhibit D to

Guarantee and Collateral Agreement 


FORM OF CONTROL AGREEMENT  


        This CONTROL AGREEMENT (as amended, supplemented or otherwise modified from time to time, the "Control Agreement")
dated as of                        , 200    ,
among                        (the "Grantor"), WELLS FARGO BANK, NATIONAL
ASSOCIATION, as Mortgage Notes
Indenture Trustee (the "Secured Party") for the secured parties under the Guarantee and Collateral Agreement (as defined below)
and                        in
its capacity as a "securities intermediary" (as defined in Section 8-102 of the UCC and a "bank" as defined in Section 9-102 of the UCC (in such capacities, the
"Financial Institution"). Capitalized terms used but not defined herein shall have the meanings given such terms in the Guarantee and Collateral
Agreement (as defined below) or that certain Indenture (as amended, supplemented, replaced or otherwise modified from time to time, the "Indenture")
dated as of October 30, 2002 among Wynn Las Vegas, LLC, a Nevada limited liability company, Wynn Las Vegas Capital Corp., a Nevada corporation, the Mortgage Notes Indenture Trustee and
the Restricted Entities (as defined in the Indenture), as the case may be. All references herein to the "UCC" shall mean the Uniform Commercial Code as from time to time in effect in the State of New
York. 


        WHEREAS,
the Grantor has granted to the Secured Party a security interest in the Pledged Accounts (as hereinafter defined) pursuant to the Guarantee and Collateral Agreement, dated as of
October 30, 2002 (as amended, supplemented, replaced or otherwise modified from time to time, the "Guarantee and Collateral Agreement"), among
the Grantor and the other persons party thereto as grantors in favor of the Mortgage Notes Indenture Trustee; 


        WHEREAS,
the parties hereto are entering into this agreement to perfect and ensure the priority of such security interest; 


        NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 



        SECTION 1.    Establishment and Maintenance of Collateral Accounts.    



        (a)  The
Financial Institution hereby represents and warrants that it has established and currently maintains the accounts listed on  Schedule 1 hereto and that the Secured Party is its sole customer or
entitlement holder with respect to each such account. Each such account and any successor account and all other accounts which the Grantor now or hereafter maintains with the Financial Institution,
being referred to herein individually as a "Pledged Account" and collectively as the "Pledged Accounts." The Financial Institution covenants and agrees that it shall not change the name or account
number of any Pledged Account without the prior written consent of the Secured Party. 


        (b)  [Each
of the parties hereto acknowledges and agrees that the accounts listed on Part A of  Schedule 1 hereto are intended to be deposit accounts (as defined in Section 9-102(a)(29) of the UCC)
and the accounts listed
on Part B of Schedule 1 hereto are intended to be securities accounts (as defined in Section 8-501 of the
UCC).] or [Each of the parties hereto acknowledges and agrees that all of the Pledged Accounts are intended to be  [deposit accounts/securities
accounts] (as defined in the
UCC)] Notwithstanding such intention, as used herein "Deposit Account" shall mean any Pledged Account (or any part thereof) which is
determined to be a "deposit account" (within the meaning of Section 9-102(a)(29) of the UCC) and "Securities Account" shall mean any Pledged Account (or any part thereof) which is
determined to be a "securities account" (within the meaning of Section 8-501 of the UCC). 



        (c)  The
Financial Institution covenants and agrees that: (i) all securities or other property underlying any financial assets credited to any Securities Account shall
be registered in the name of the Financial Institution, indorsed to the Financial Institution or indorsed in blank or credited to another securities account maintained in the name of the Financial
Institution and in no case will any financial asset credited to any Securities Account be registered in the name of the 






 





Grantor, payable to the order of the Grantor or specially indorsed to the Grantor except to the extent the foregoing have been specially indorsed to the Financial Institution or in blank; and
(ii) all property delivered to the Financial Institution pursuant to the Guarantee and Collateral Agreement will be promptly credited to one of the Pledged Accounts. 




        SECTION 2.    "Financial Assets" Election.    The Financial Institution hereby agrees that each item of
property (including, without limitation, all Permitted Investments and any investment property, financial asset, security, instrument or cash) credited to any Pledged Account that is a Securities
Account shall be treated as a "financial asset" within the meaning of Section 8-102(a)(9) of the UCC. 



        SECTION 3.    Secured Party's Control of the Pledged Accounts.    



        (a)  Subject
to Section 3(b) below, if at any time the Financial Institution shall receive from the Secured Party an entitlement order (i.e. an order directing
transfer or redemption of any financial asset relating to a Pledged Account) or any instruction (within the meaning of Section 9-104 of the UCC) originated by the Secured Party
(i.e., an instruction directing the disposition of funds in a Pledged Account), the Financial Institution shall comply with such entitlement order or instruction without further consent by the Grantor
or any other person. The Grantor is entitled to give entitlement orders and instructions with respect to the Pledged Accounts, subject to Section 4 hereof, provided that if such entitlement
orders or instructions conflict with instructions of the Secured Party, the Financial Institution shall comply with the entitlement orders and instructions issued by the Secured Party. 


        (b)  Notwithstanding
any other provision of this Control Agreement to the contrary, the Financial Institution and the Secured Party agree that until such time as they have
been notified in writing by the Administrative Agent that the Control Agreement, dated as of                        ,
200    , among the Administrative Agent and                        [the
Financial Institution] (the "Bank Control Agreement") has been terminated, the Secured Party shall not issue, and Financial Institution
shall not comply with, any entitlement order or instruction originated by the Secured Party in respect of the Pledged Accounts covered by the Bank Control Agreement or take any of the actions
specified in Section 3(a) above in respect of such Pledged Accounts at the direction of the Secured Party, except with the consent of the Administrative Agent. It is understood and agreed that
the Administrative Agent is a third party beneficiary of this Section 3(b) and that the provisions of this Section 3(b) may not be amended, modified, supplemented or repealed without the
express written consent of the Administrative Agent. 




        SECTION 4.    Grantor's Access to the Account.    If at any time the Secured Party 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 directions with respect to the Pledged Accounts solely from the Secured Party and shall not comply with instructions or entitlement orders of the Grantor or any other
person (unless and until the Secured Party instructs otherwise). 


        SECTION 5.    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 any Pledged Account or any financial assets, cash or other property credited thereto, the
Financial Institution hereby agrees that such security interest shall be subordinate to the security interest of the Secured Party. The financial assets, money and other items credited to any Pledged
Account will not be subject to deduction, set-off, banker's lien, or any other right in favor of any person other than the Secured Party (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 respective Pledged Account and (ii) the face
amount of any checks which have been credited to such Pledged Account but are subsequently returned unpaid because of uncollected or insufficient funds). 


D-2





 



        SECTION 6.    Choice of Law.    SUBJECT TO COMPLIANCE WITH APPLICABLE NEVADA GAMING
LAWS, THIS CONTROL AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. Regardless
of any provision in any other agreement, for purposes of the UCC, with respect to each Pledged Account New York shall be deemed to be the bank's jurisdiction (within the meaning of
Section 9-304 of the UCC) and the securities intermediary's jurisdiction (within the meaning of Section 8-110 of the UCC). The Pledged Accounts shall be governed
by the laws of the State of New York. 


        SECTION 7.    Conflict with Other Agreements.    The Financial Institution hereby represents, warrants,
covenants and agrees that: 



        (a)  There
are no other agreements entered into between the Financial Institution and the Grantor with respect to any Pledged Account [except for
[identify other agreements]] (the "Account Agreements"). 


        (b)  It
has not entered into, and until the termination of this agreement will not enter into, any agreement with any other person relating the Pledged Accounts and/or any
financial assets credited thereto pursuant to which it has agreed to comply with entitlement orders (as defined in Section 8-102(a)(8) of the UCC) or instructions (within the
meaning of Section 9-104 of the UCC) of such other person (except any such other agreement with the Grantor under which the obligations of the Financial Institution are subordinated
to the Financial Institution's obligations hereunder). 


        (c)  It
has not entered into, and until the termination of this agreement will not enter into, any agreement with the Grantor purporting to limit or condition the obligation
of the Financial Institution to comply with entitlement orders or instructions from the Secured Party. 


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




        SECTION 8.    Adverse Claims.    The Financial Institution represents and warrants that, except for the claims
and interest of the Secured Party and of the Grantor in the Pledged Accounts, it does not know of any lien on or claim to, or interest in, any Pledged Account or in any "financial asset" (as defined
in Section 8-102(a) of the UCC) credited thereto. If any person asserts any lien, encumbrance or adverse claim (including any writ, garnishment, judgment, warrant of attachment,
execution or similar process) against the Pledged Accounts or in any financial asset carried therein, the Financial Institution will promptly notify the Secured Party and the Grantor thereof upon
becoming aware of such assertion. 


        SECTION 9.    Additional Provisions Regarding Maintenance of Accounts.    The Financial Institution covenants
and agrees: 



        (a)    Statements and Confirmations.    The Financial Institution will promptly send copies of all statements,
confirmations and other correspondence concerning (i) any Securities Account and/or any financial
assets credited thereto and (ii) any Deposit Account, simultaneously to each of the Grantor and the Secured Party at the address for each set forth in Section 13 of this Agreement. 



        (b)    Tax Reporting.    All items of income, gain, expense and loss recognized in any Securities Account and all
interest, if any, relating to any 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
Grantor. 



D-3





 




        (c)    Voting Rights.    At any time during which the Grantor is entitled to give entitlement orders pursuant to
Section 3 hereof, the Grantor shall direct the Financial Institution with respect to the voting of any financial assets credited to the Pledged Accounts. 


        (d)    Permitted Investments.    At any time during which the Grantor is entitled to give entitlement orders pursuant
to Section 3 hereof, the Grantor shall direct the Financial Institution with respect to the selection of investments to be made for any Pledged Account that is a Securities Account; provided,
however, that the Financial Institution shall not honor any instruction to purchase any investments other than investments (i) prior to the Completion Date (as defined below), of a type
described as "Permitted Securities" on Exhibit B hereto and (ii) on or after the Completion Date, of a type described as "Cash
Equivalents" on Exhibit B hereto. For purposes of the foregoing, "Completion Date" shall be the date upon which the Secured Party notifies the
Financial Institution that "Completion" has occurred pursuant to and in accordance with the Disbursement Agreement. 




        SECTION 10.    Additional Representation and Warranty of the Financial Institution.    The Financial
Institution represents and warrants that this Control Agreement is the legal, valid, binding and enforceable obligation of the Financial Institution. 


        SECTION 11.    Indemnification of Financial Institution.    The Grantor and the Secured Party hereby agree that
(a) the Financial Institution is released from any and all liabilities to the Grantor and the Secured Party arising from the terms of this Control 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 gross negligence or willful misconduct and (b) the Grantor, 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 Control 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 Control Agreement. 


        SECTION 12.    Successors; Assignment.    The terms of this Control Agreement shall be binding upon, and shall
inure to the benefit of, the parties hereto and their respective corporate successors and assigns, except that the neither the Grantor nor the Financial Institution may delegate their obligations
hereunder without the prior written consent of the Secured Party. Additionally, in the event that the Secured Party is replaced as Mortgage Notes Indenture Trustee under the Guarantee and Collateral
Agreement any entity that succeeds to such role shall be entitled to the benefits of this Control Agreement. The Secured Party agrees to send written notice to the Financial Institution of any such
replacement. 


        SECTION 13.    Notices.    All notices, requests and demands to or upon the respective parties hereto to be
effective shall be in writing (including by telecopy), and, unless otherwise expressly provided herein, shall be deemed to have been duly given or made when delivered, or three days after being
deposited in the mail and sent by first class mail, postage prepaid, or, in the case of telecopy notice, when received, to the address as set forth below, or to such other address as any party may
give to the others in writing for such purpose: 



[Name of Bank]

[Address of Bank]

Attention:

Telephone: (      )

Telecopy: (      ) 



D-4





 

Wells
Fargo Bank, National Association

MAC N9303-110

Sixth & Marquette

Minneapolis, MN 55479

Attn.: Michael Slade

Telephone: (      )

Telecopy: (      ) 


[Name of Grantor]

[Address]

Attention:

Telephone: (      )

Telecopy: (      ) 




        SECTION 14.    Amendment.    No amendment or modification of this Control 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. 


        SECTION 15.    Termination.    The obligations of the Financial Institution to the Secured Party pursuant to
this Control Agreement shall continue in effect until the security interests of the Secured Party in each of the Pledged Accounts have been terminated pursuant to the terms of the Guarantee and
Collateral Agreement and the Secured Party has notified the Financial Institution of such termination in writing. The Secured Party agrees to provide Notice of Termination in substantially the form of  Exhibit C hereto to the Financial Institution upon the request of the Grantor on or after the termination of the Secured Party's security
interest in the Pledged Accounts pursuant to the terms of the Guarantee and Collateral Agreement. The termination of this Control Agreement shall not terminate the Pledged Accounts or alter the
obligations of the Financial Institution to the Grantor pursuant to any other agreement with respect to the Pledged Accounts. 


        SECTION 16.    Counterparts.    This Control Agreement may be executed in any number of counterparts (including
by telecopy), 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. 



	 	 	[NAME OF GRANTOR]
	

 	
 	

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Mortgage Notes Indenture Trustee
	



	
 	

 	

 
	 	 	By:	    
 Name:

Title:
	



	
 	

 	

 
	 	 	NAME OF INSTITUTION SERVING AS

FINANCIAL INSTITUTION
	



	
 	

 	

 
	 	 	By:	    
 Name:

Title:




D-5






   SCHEDULE 1  


        Part A List of Existing Deposit Accounts Subject to this Control Agreement: 



	Exact Name of Account
 
	 	Account Number

	    	 	 
	

  

	
 	

 
	

 

	
 	

 






        Part B List of Existing Securities Accounts Subject to this Control Agreement: 



	Exact Name of Account
 
	 	Account Number

	    	 	 
	

  

	
 	

 
	

 

	
 	

 





D-6






   Exhibit A  


WELLS FARGO BANK, NATIONAL ASSOCIATION

MAC N9303-110

Sixth & Marquette

Minneapolis, MN 55479 


                            [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                        , 200    , among [insert
name of the Grantor], you and the undersigned (a
copy of which is attached) we hereby give you notice of our sole control over each of the Pledged Accounts and all financial assets or funds credited thereto. You are hereby instructed not to accept
any directions or instructions with respect to the Pledged Accounts or funds credited thereto from any person other than the undersigned, unless otherwise ordered by a court of competent jurisdiction
or otherwise directed by us in writing. 


        You
are instructed to deliver a copy of this notice by facsimile transmission to [insert name of the Grantor]. 



	 	 	Very truly yours,
	

 	
 	

WELLS FARGO BANK, NATIONAL

ASSOCIATION, as Mortgage Notes Indenture Trustee
	



	
 	

 	

 
	 	 	By:	    
 Title





cc:    [Name
of Grantor] 


D-7






   Exhibit B  


Permitted Investments  


        "Cash Equivalents": (a) United States dollars; (b) securities issued or directly and fully
guaranteed or insured by the United States government or any agency or instrumentality of the United States government (as long as the full faith and credit of the United States is pledged in support
of those securities) having maturities of not more than six months from the date of acquisition; (c) interest-bearing demand or time deposits (which may be represented by certificates of
deposit) issued by banks having general obligations rated (on the date of acquisition thereof) at least "A" or the equivalent by Standard & Poor's Ratings Group
("S&P") or Moody's Investors Service, Inc. ("Moody's") or, if not so rated, secured at all times,
in the manner and to the extent provided by law, by collateral security of the type specified in clause (a) or (b) of this definition, with a market value of no less than the amount of monies
so invested; (d) repurchase obligations with a term of not more than seven days for underlying securities of the types described in clauses (b) and (c) above entered into with any
financial institution meeting the qualifications specified in clause (c) above; (e) commercial paper having the highest rating obtainable from Moody's or S&P and in each case maturing
within six months after the date of acquisition; (f) money market funds or mutual funds at least 95% of the assets of which constitute Cash Equivalents of the kinds described in
clauses (a) through (d) of this definition; and (g) to the extent not permitted in clauses (a) through (f) of this definition, Permitted Securities. 


        "Permitted Securities": (a) marketable direct obligations issued by, or unconditionally guaranteed by, the United States
government or issued by any agency thereof and backed by the full faith and credit of the United States, in each case maturing within 18 months from the date of acquisition, or
(b) shares of money market, mutual or similar funds which invest exclusively in assets satisfying the requirements of clause (a) of this definition. 


D-8






   Exhibit C  


WELLS FARGO BANK, NATIONAL ASSOCIATION

MAC N9303-110

Sixth & Marquette

Minneapolis, MN 55479 


                            [Date] 


[Name
and Address of Financial Institution] 


Attention:




        Re:    Termination of Control Agreement




        You
are hereby notified that the Control Agreement between you, the Grantor and the undersigned (a copy of which is attached) is terminated and you have no further obligations to the
undersigned pursuant to such Control Agreement. Notwithstanding any previous instructions to you, you are hereby instructed to accept all future directions with respect to account number(s)
            from the Grantor. 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 Grantor pursuant to any other agreement. 


        You
are instructed to deliver a copy of this notice by facsimile transmission to [insert name of Grantor]. 



	 	 	Very truly yours,
	

 	
 	
WELLS FARGO BANK, NATIONAL

ASSOCIATION, as Mortgage Notes Indenture Trustee
	



	
 	

 	

 
	 	 	By:	    
 Name:

Title:




D-9






   
Exhibit E to

Guarantee and Collateral Agreement 


FORM OF CONTROL AGREEMENT  


        This CONTROL AGREEMENT (as amended, supplemented or otherwise modified from time to time, the "Control Agreement")
dated as of                            , 2002, is made by and
among                        ,
a                        (the "Grantor"), WELLS FARGO BANK, NATIONAL ASSOCIATION,
as
Mortgage Notes Indenture Trustee (in such capacity, the "Mortgage Notes Indenture Trustee") for the Secured Parties (as defined in the Guarantee and
Collateral Agreement referred to below), and                        ,
a                        (the "Broker"). 


        WHEREAS,
the Broker maintains for the Grantor a commodity account, Account No.                        (the "Pledged
Account"), in the name of the
Grantor. 


        WHEREAS,
the Grantor has granted to the Mortgage Notes Indenture Trustee for the benefit of the Secured Parties a security interest in the Pledged Account, the commodity contracts and
any free credit balance carried therein, and all additions thereto and substitutions and proceeds thereof (collectively, the "Collateral") pursuant to a
Guarantee and Collateral Agreement, dated as of October 30, 2002 (as amended, supplemented, replaced or otherwise modified from time to time, the "Guarantee and
Collateral Agreement"), among the Grantor and the other persons party thereto as grantors in favor of the Mortgage Notes Indenture Trustee. 


        WHEREAS,
the following terms which are defined in Articles 8 and 9 of the Uniform Commercial Code in effect in the State of New York on the date hereof (the
"UCC") are used herein as so defined: Commodity Account, Commodity Contract, Commodity Intermediary's Jurisdiction, Control and Proceeds. Capitalized
terms used and not defined herein have the meanings given such terms in the Guarantee and Collateral Agreement or that certain Indenture (as amended, supplemented, replaced or otherwise modified from
time to time, the "Indenture") dated as of October 30, 2002 among Wynn Las Vegas, LLC, a Nevada limited liability company, Wynn Las Vegas
Capital Corp., a Nevada corporation, the Mortgage Notes Indenture Trustee and the Restricted Entities (as defined in the Indenture), as the case may be. 


        NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 


        SECTION1.    Notice of Security Interest.    The Grantor, the Mortgage Notes Indenture Trustee and the Broker are
entering into this Control Agreement to perfect, and to confirm the priority of, the Mortgage Notes Indenture Trustee's security interest in the Collateral. The Broker acknowledges that this Control
Agreement constitutes written notification to the Broker of the Mortgage Notes Indenture Trustee's security interest in the Collateral. The Broker agrees to promptly make all necessary entries or
notations in its books and records to reflect the Mortgage Notes Indenture Trustee's security interest in the Collateral. The Broker acknowledges that the Mortgage Notes Indenture Trustee has control
over the Pledged Account and all commodity contracts and any free credit balance carried therein from time to time. 


        SECTION
2.    Collateral; Pledged Account.    (a) The Grantor hereby represents and warrants to, and agrees
with the Mortgage Notes Indenture Trustee and the Broker that, all commodity contracts carried by the Broker on its books for the Grantor are and shall be credited to the Pledged Account. 



        (b)  The
Broker hereby represents and warrants to, and agrees with the Grantor and the Mortgage Notes Indenture Trustee that (i) the Broker is a commodity intermediary
with respect to the Grantor and the Pledged Account is a commodity account, (ii) the commodity intermediary's jurisdiction (within the meaning of Section 9305(b) of the UCC) is, and
during the term of this Control Agreement shall for all purposes of this Control Agreement remain, the State of New 



E-1





 


York, (iii) Schedule 1 contains a true and complete statement of the Pledged Account and the commodity contracts and any free credit
balance carried therein as of the date hereof, and (iv) the Pledged Account is and shall remain a cash account, and the Broker will not extend, directly or indirectly, any "purpose credit"
(within the meaning of such term under Regulation T of the Board of Governors of the Federal Reserve System of the United States) to the Grantor in respect of the Pledged Account. 



        (c)  The
Mortgage Notes Indenture Trustee hereby instructs the Broker, and the Broker hereby confirms and agrees that, unless the Mortgage Notes Indenture Trustee shall
otherwise direct the Broker in writing, all commodity contracts carried by the Broker on its books for the Grantor shall be credited only to, and carried only in, the Pledged Account. 




        SECTION
3.    Control.    



        (a)  Subject
to Section 3(b) below, the Broker hereby agrees, upon written direction from the Mortgage Notes Indenture Trustee and without further consent from the
Grantor, (a) to apply any value distributed on account of the commodity contracts carried in the Pledged Account as directed by the Mortgage Notes Indenture Trustee, to liquidate or otherwise
dispose of the Collateral as and to the
extent directed by the Mortgage Notes Indenture Trustee and to pay over to the Mortgage Notes Indenture Trustee all proceeds and other value therefrom or otherwise distributed with respect thereto
without any setoff or deduction, and (b) except as otherwise directed by the Mortgage Notes Indenture Trustee, not to apply any value distributed on account of any commodity contract carried in
the Pledged Account as directed by the Grantor or any other person at any time after the Broker has received notice from the Mortgage Notes Indenture Trustee that an Event of Default exists and is
continuing (and thereafter not until such time as the Mortgage Notes Indenture Trustee sends written notice to the Broker that such Event of Default has been cured or waived). Subject to all other
terms of this Control Agreement, and subject to the terms of the Guarantee and Collateral Agreement, until such time as the Broker has received notice from the Mortgage Notes Indenture Trustee of the
occurrence and continuation of an Event of Default (and after such time as the Issuer has received notice from the Mortgage Notes Indenture Trustee that such Event of Default has been cured or
waived), the Grantor shall be entitled to issue directions concerning the application of any value distributed on account of any commodity contract carried in the Pledge Account, and the Broker shall
comply with such directions; provided, however, that if and when the Broker receives conflicting directions from the Grantor and the Mortgage Notes Indenture Trustee, the Bank shall only follow the
directions of the Mortgage Notes Indenture Trustee. 


        (b)  Notwithstanding
any other provision of this Control Agreement to the contrary, the Broker and the Mortgage Notes Indenture Trustee agree that until such time as they
have been notified in writing by the Administrative Agent that the Control Agreement, dated as of                        ,
200    , among            [the Grantor], the
Administrative Agent and                        [the Broker] (the "Bank Control Agreement") has been terminated, the Mortgage Notes
Indenture Trustee shall not apply any value distributed on account of the commodity contract carried in the Pledged Accounts, and Broker shall not comply with, any such request to apply such value
directed by the Mortgage Notes Indenture Trustee in respect of the Pledged Accounts covered by the Bank Control Agreement or take any of the actions specified in Section 3(a) above in respect
of such Pledged Accounts at the direction of the Mortgage Notes Indenture Trustee, except with the consent of the Administrative Agent. It is understood and agreed that the Administrative Agent is a
third party beneficiary of this Section 3(b) and that the provisions of this Section 3(b) may not be amended, modified, supplemented or repealed without the express written consent of
the Administrative Agent. 




        SECTION
4.    Other Agreements; Termination; Successor Brokers.    The Broker shall simultaneously send to the
Mortgage Notes Indenture Trustee copies of all notices given and statements rendered 


E-2





 


pursuant to the Pledged Account. The Broker shall notify promptly the Mortgage Notes Indenture Trustee and the Grantor if any other person asserts any lien, encumbrance, claim or security interest in
or against any of the Collateral. As long as the Guarantee and Collateral Agreement remains in effect, neither the Grantor nor the Broker shall terminate the Pledged Account without thirty
(30) days' prior written notice to the other party and the Mortgage Notes Indenture Trustee. In the event of any conflict between the provisions of this Control Agreement and any other
agreement governing the Pledged Account or the Collateral, the provisions of this Control Agreement shall control. In the event the Broker no longer serves as Broker for the Collateral, the Pledged
Account, the commodity contracts and any free credit balance carried therein shall be transferred to a successor broker, custodian or futures commission merchant satisfactory to the Mortgage Notes
Indenture Trustee, provided, that prior to such transfer, such successor broker, custodian or futures commission merchant shall execute an agreement that is substantially in the form of this Control
Agreement or is otherwise in form and substance satisfactory to the Mortgage Notes Indenture Trustee. 


        SECTION
5.    Protection of Broker.    The Broker may rely and shall be protected in acting upon any notice,
instruction or other communication that it reasonably believes to be genuine and authorized. 



        SECTION
6.    Termination.    This Control Agreement shall terminate automatically upon receipt by the Broker of
written notice executed by the Mortgage Notes Indenture Trustee that (i) all of the Obligations (excluding unmatured contingent reimbursement and indemnification obligations) secured by the
Collateral have been paid in full in immediately available funds, or (ii) all of the Collateral has been released, whichever is sooner, and the Broker shall thereafter be relieved of all duties
and obligations hereunder. 


        SECTION
7.    Waiver; Priority of Mortgage Notes Indenture Trustee's Interests.    Other than with respect to its fees
and customary commissions with respect to the Pledged Account, the Broker hereby waives its right to set off any obligations of the Grantor to the Broker against any or all of the Collateral, and
hereby agrees that any and all liens, encumbrances, claims or security interests which the Broker may have against the Collateral, either now or in the future in connection with the Pledged Account
are and shall be subordinate and junior to the prior payment in full in immediately available funds of all obligations of the Grantor now or hereafter existing under the Indenture, the Guarantee and
Collateral Agreement and the other Collateral Agreements, and all other documents related thereto, whether for principal, interest (including, without limitation, interest as provided in the
Indenture, whether or not such interest accrues after the filing of such petition for purposes of the federal Bankruptcy Code or is an allowed claim in such proceeding), indemnities, fees, premiums,
expenses or otherwise. Except for the foregoing and claims and interests of the Mortgage Notes Indenture Trustee and the Grantor in the Collateral, the Broker does not know of any claim to or security
interest or other interest in the Collateral. 


        SECTION
8.    Notices.    All notices, requests and demands to or upon the respective parties hereto to be effective
shall be in writing (including by telecopy), and, unless otherwise expressly provided herein, shall be deemed to have been duly given or made when delivered, or three days after being deposited in the
mail and sent by first-class mail, postage prepaid, or, in the case of telecopy notice, when received, to the Grantor's and the Mortgage Notes Indenture Trustee's addresses as set forth in the
Guarantee and Collateral Agreement, and to the Broker's address as set forth below, or to such other address as any party may give to the others in writing for such purpose: 



[Name of Broker]

[Address of Broker]
  Attention:

Telephone: (      )      -       

Telecopy: (      )      -        



E-3





 

        SECTION
9.    Amendments in Writing.    None of the terms or provisions of this Control Agreement may be waived,
amended, supplemented or otherwise modified except by a written instrument executed by the parties hereto. 


        SECTION
10.    Entire Agreement.    This Control Agreement and the Guarantee and Collateral Agreement constitute the
entire agreement and supersede all other prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof. 


        SECTION
11.    Execution in Counterparts.    This Control Agreement may be executed in any number of counterparts
(including by telecopy), each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. 


        SECTION
12.    Successors and Assigns.    This Control Agreement will be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns, except that the Grantor may not assign, transfer or delegate any of its rights or obligations under this Control Agreement without the prior
written consent of the Mortgage Notes Indenture Trustee. 


        SECTION
13.    Governing Law and Jurisdiction.    This Control Agreement has been delivered to and accepted by the
Mortgage Notes Indenture Trustee and will be deemed to be made in the State of New York. SUBJECT TO COMPLIANCE WITH APPLICABLE NEVADA GAMING LAWS, THIS CONTROL AGREEMENT SHALL
BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. Each of the parties hereto submits for itself and its property in any legal
action or proceeding relating to this Control Agreement, or for recognition and enforcement of any judgment in respect thereof, to the non-exclusive general jurisdiction of the Courts of
the State of New York, the courts of the United States of America for the Southern District of New York, and appellate courts from any thereof. 


        SECTION 14.    WAIVER OF JURY
TRIAL.    EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO
THIS CONTROL AGREEMENT AND FOR ANY COUNTERCLAIM THEREIN.


E-4





 

        IN
WITNESS WHEREOF, each of the undersigned has caused this Control Agreement to be duly executed and delivered as of the date first above written. 



	 	 	[NAME OF GRANTOR]
	



	
 	

 	

 
	 	 	By:	    
 Name:

Title:
	



	
 	

 	

 
	 	 	WELLS FARGO BANK, NATIONAL

ASSOCIATION, as Mortgage Notes Indenture Trustee
	



	
 	

 	

 
	 	 	By:	    
 Name:

Title:
	



	
 	

 	

 
	 	 	[NAME OF BROKER]
	



	
 	

 	

 
	 	 	By:	    
 Name:

Title:




E-5







Annex 1 to

Guarantee and Collateral Agreement 


        ASSUMPTION
AGREEMENT, dated as of                        , 200    , made
by                        ,
a                        (the "Additional
Grantor"), in favor of WELLS FARGO BANK, NATIONAL ASSOCIATION, as Mortgage Notes Indenture Trustee (in such capacity, the "Mortgage Notes Indenture
Trustee") for (i) the registered holders of the 12.0% Mortgage Notes due 2010 issued by Wynn Las Vegas, LLC, a Nevada limited liability company, and Wynn Las
Vegas Capital Corp., a Nevada corporation (together with Wynn Las Vegas, LLC, the "Note Issuers"), in the aggregate principal amount of
$370,000,000 under that certain Indenture, dated as of even date herewith (as amended, supplemented or otherwise modified from time to time, the
"Indenture"), among the Note Issuers, the other Grantors and the Mortgage Notes Indenture Trustee, and (ii) the other Secured Parties (as defined
in the Guarantee and Collateral Agreement (as hereinafter defined)). All capitalized terms not defined herein shall have the meaning ascribed to them in the Indenture and the Guarantee and Collateral
Agreement, as the case may be. 


RECITALS:


        WHEREAS,
in connection with the Indenture, the Note Issuers and certain of their Affiliates (other than the Additional Grantor) have entered into the Guarantee and Collateral Agreement,
dated as of October 30, 2002 (as amended, supplemented or otherwise modified from time to time, the "Guarantee and Collateral Agreement") in
favor of the Mortgage Notes Indenture Trustee for the benefit of the Secured Parties; 


        WHEREAS,
the Indenture requires the Additional Grantor to become a party to the Guarantee and Collateral Agreement; and 


        WHEREAS,
the Additional Grantor has agreed to execute and deliver this Assumption Agreement in order to become a party to the Guarantee and Collateral Agreement; 


        NOW,
THEREFORE, IT IS AGREED: 


        1.    Guarantee and Collateral Agreement.    By executing and delivering this Assumption Agreement, the Additional
Grantor, as provided in Section 8.14 of the Guarantee and Collateral Agreement, hereby becomes a party to the Guarantee and Collateral Agreement as a Grantor thereunder with the same force and
effect as if originally named therein as a Grantor and, without limiting the generality of the
foregoing, hereby expressly assumes all obligations and liabilities of a Grantor thereunder. The information set forth in Annex 1-A hereto is hereby added to the information set
forth in Schedules                         to the Guarantee and Collateral Agreement. The Additional Grantor hereby
represents and warrants that each of the representations and warranties contained in
Section 4 of the Guarantee and Collateral Agreement is true and correct on and as the date hereof (after giving effect to this Assumption Agreement) as if made by such Additional Grantor on and
as of such date. 


        2.    GOVERNING LAW.    SUBJECT TO COMPLIANCE
WITH APPLICABLE NEVADA GAMING LAWS, THIS ASSUMPTION AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.


        IN
WITNESS WHEREOF, the undersigned has caused this Assumption Agreement to be duly executed and delivered as of the date first above written. 



	 	 	[ADDITIONAL GRANTOR]
	



	
 	

 	

 
	 	 	By:	    
 Name:

Title:











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