consideration to Landlord for entering into the
Lease on the terms provided herein, and that the failure to maintain the FF&E as
required hereunder would have a direct and material adverse effect on the Leased
Property, and interfere with the timely reletting of the Leased Property were
the Lease to be terminated following an Event of Default. Accordingly, to
implement the intentions of the parties, and for the purpose of securing the
payment and performance obligations of Tenant hereunder, Landlord and Tenant
agree as follows:
12.4.1
AS SECURITY FOR PAYMENT AND PERFORMANCE OF TENANT'S OBLIGATIONS
UNDER THIS LEASE, SUBJECT TO APPLICABLE GAMING LAWS, TENANT, AS DEBTOR, HEREBY
PLEDGES, ASSIGNS AND GRANTS A SECURITY INTEREST TO LANDLORD, AS SECURED PARTY,
IN AND TO: (I) ALL FF&E; AND (II) THE FF&E RESERVE COLLATERAL (COLLECTIVELY, THE
"COLLATERAL"). THIS SECTION 12.4 CONSTITUTES A SECURITY AGREEMENT COVERING ALL
SUCH COLLATERAL AND SHALL REMAIN IN FULL FORCE AND EFFECT UNTIL PAYMENT AND
PERFORMANCE IN FULL OF ALL OBLIGATIONS OF TENANT UNDER THIS LEASE AND SHALL
SURVIVE ANY TERMINATION OF THIS LEASE PURSUANT TO SECTIONS 12.1 AND 12.2 OR
TERMINATION OF TENANT'S RIGHT OF POSSESSION PURSUANT TO SECTION 12.3. UPON FULL
SATISFACTION OF SUCH OBLIGATIONS, LANDLORD AGREES TO EXECUTE SUCH INSTRUMENTS AS
TENANT MAY REASONABLY REQUEST IN ORDER TO EVIDENCE THE TERMINATION OF SUCH
SECURITY INTEREST AND THE RELEASE OF THE COLLATERAL.
12.4.2
TENANT HEREBY AUTHORIZES LANDLORD TO FILE SUCH FINANCING STATEMENTS,
CONTINUATION STATEMENTS AND OTHER DOCUMENTS AS MAY BE NECESSARY OR DESIRABLE TO
PERFECT OR CONTINUE THE PERFECTION OF LANDLORD'S SECURITY INTEREST IN THE
COLLATERAL. IN ADDITION, IF REQUIRED BY LANDLORD AT ANY TIME DURING THE TERM,
TENANT SHALL EXECUTE AND/OR DELIVER TO LANDLORD, IN FORM REASONABLY SATISFACTORY
TO LANDLORD, ADDITIONAL SECURITY AGREEMENTS, FINANCING STATEMENTS, FIXTURE
FILINGS AND SUCH OTHER DOCUMENTS AS LANDLORD MAY REASONABLY REQUIRE TO PERFECT
OR CONTINUE THE PERFECTION OF LANDLORD'S SECURITY INTEREST IN THE COLLATERAL.
TENANT HEREBY APPOINTS LANDLORD AS ITS TRUE AND LAWFUL ATTORNEY-IN-FACT TO
EXECUTE AND/OR FILE ANY SUCH DOCUMENTS ON ITS BEHALF IN THE EVENT TENANT FAILS
TO DO SO, WHICH POWER OF ATTORNEY SHALL BE IRREVOCABLE AND IS DEEMED TO BE
COUPLED WITH AN INTEREST.
12.4.3
TENANT WILL GIVE LANDLORD AT LEAST THIRTY (30) DAYS' PRIOR WRITTEN
NOTICE OF ANY CHANGE IN TENANT'S NAME, IDENTITY OR JURISDICTION OF ORGANIZATION.
WITH RESPECT TO ANY SUCH CHANGE, TENANT WILL PROMPTLY EXECUTE AND DELIVER SUCH
INSTRUMENTS, DOCUMENTS AND NOTICES AND TAKE SUCH ACTIONS, AS LANDLORD DEEMS
NECESSARY OR DESIRABLE TO CREATE, PERFECT AND PROTECT THE SECURITY INTERESTS OF
LANDLORD IN THE COLLATERAL.
38
12.4.4
TENANT SHALL NOT PLEDGE, ASSIGN OR GRANT ANY SECURITY INTEREST IN
THE COLLATERAL, OR PERMIT ANY LIEN OR ENCUMBRANCE TO ATTACH THERETO, OR ANY LEVY
TO BE MADE THEREON, OR ANY UNIFORM COMMERCIAL CODE FINANCING STATEMENTS OR ANY
OTHER NOTICE OR INSTRUMENT AS MAY BE REQUIRED UNDER THE UNIFORM COMMERCIAL CODE,
AS APPROPRIATE (EXCEPT THOSE NAMING LANDLORD OR LANDLORD'S LENDER, AS THE
SECURED PARTY) TO BE FILED WITH RESPECT THERETO. FURTHER, EXCEPT FOR THE CONTROL
AGREEMENT,