Common use of Debtor's Agreements Clause in Contracts

Debtor's Agreements. Debtor agrees: (a) to defend at Debtor's own cost any action, proceeding, or claim affecting the Collateral; (b) to pay reasonable attorneys' fees (at least 15% of the unpaid balance if not prohibited by law) and other expenses incurred by Secured Party in enforcing its rights against Debtor under this Security Agreement; (c) to pay promptly all taxes, assessments, license fees and other public or private charges when levied or assessed against the Collateral or this Security Agreement, and this obligation shall survive the termination of this Security Agreement; (d) that if a certificate of title be required or permitted by law, Debtor shall obtain such certificate with respect to the Collateral, showing the security interest of Secured Party thereon and in any event do everything necessary or expedient to preserve or perfect the security interest of Secured Party; (e) that Debtor will not misuse, fail to keep in good repair, secrete or without the prior written consent of Secured Party, sell, rent, lend, encumber or transfer any of the Collateral notwithstanding Secured Party's right to proceeds; (f) that Secured Party may enter upon Debtor's premises or wherever the Collateral may be located at any reasonable time to inspect the Collateral and Debtor's books and records pertaining to the Collateral, and Debtor shall assist Secured Party in making such inspection; and (g) that the security interest granted by Debtor to Secured Party shall continue effective irrespective of any retaking or redelivery of any Collateral and irrespective of the payment of the amount described in any Schedule provided however, as long as no event of default has occurred and is continuing hereunder, then upon prepayment, in whole or in part of a Schedule, Collateral will be released in accordance with the last two (2) sentences of Section 1, and provided further however, upon any assignment of this Security Agreement the Assignee shall thereafter be deemed for the purpose of this Paragraph the Secured Party under this Security Agreement.

Debtor's Agreements. Debtor agrees: (a) to defend at Debtor's ’s own cost any action, proceeding, or claim affecting the Collateral; (b) to To pay reasonable attorneys' fees attorneys lees (at least 15% of the unpaid balance if not prohibited by law) and other expenses incurred by Secured Party in enforcing its rights against Debtor under this Security Agreement; (c) to pay promptly all taxes, assessments, license fees lees and other public or private charges when levied or assessed against the Collateral or this the Security Agreement, Agreement and this obligation shall survive the termination of this Security Agreement; (d) that if a certificate of title be required or permitted by law, Debtor shall obtain such certificate with respect to the Collateral, Collateral showing the security interest of Secured Party thereon and in any event do everything necessary or expedient to preserve or perfect the security interest of Secured Party; (e) that Debtor will not misuse, fail to keep in good repair, repair secrete or without the prior written consent of Secured Party, sell, rent, rent lend, encumber or transfer any of the Collateral notwithstanding Secured Party's ’s right to proceeds; (f) that Secured Party may enter upon Debtor's ’s premises or wherever the Collateral may be located at any reasonable time to inspect the Collateral and Debtor's ’s books and records pertaining to the Collateral, Collateral and Debtor Debtors shall assist Secured Party in making such inspection; and (g) that the security interest granted by Debtor to Secured Party shall continue effective irrespective of any retaking or redelivery of any Collateral and irrespective of the payment of the amount described in any Schedule provided however, as so long as no event there are any obligations of default has occurred and is continuing hereunderany kind, then upon prepaymentincluding obligations under guaranties or assignments, in whole or in part of a Scheduleowed by Debtor to Secured Party, Collateral will be released in accordance with the last two (2) sentences of Section 1, and provided further however, upon any assignment of this Security Agreement the Assignee shall thereafter be deemed for the purpose of this Paragraph the Secured Party under this Security Agreement.

Debtor's Agreements. Debtor agrees: (a) to defend at Debtor's own cost any action, proceeding, or claim affecting the Collateral; (b) to pay reasonable attorneys' fees (at least 15% of the unpaid balance if not prohibited by law) and other expenses incurred by Secured Party in enforcing its rights against Debtor under this Security AgreementAgreement subsequent to an Event of Default hereunder or the occurrence of an event which with the lapse of time or the giving of notice or both would become an Event of Default; (c) to pay promptly all taxes, assessments, license fees and other public or private charges when levied or assessed against the Collateral or this Security Agreement, and this obligation shall survive the termination of this Security Agreement; (d) that if a certificate of title be required or permitted by law, Debtor shall obtain such certificate with respect to the Collateral, showing the security interest of Secured Party thereon and in any event do everything necessary or expedient to preserve or perfect the security interest of Secured Party; (e) that Debtor will not misuse, fail to keep in good repair, secrete or without the prior written consent of Secured Party, sell, rent, lend, encumber or transfer any of the Collateral notwithstanding Secured Party's right to proceeds; (f) that Secured Party may enter upon Debtor's premises or wherever the Collateral may be located at any reasonable time to inspect the Collateral and Debtor's books and records pertaining to the Collateral, and Debtor shall assist Secured Party in making such inspection; and; (g) that the security interest granted by Debtor to Secured Party shall continue effective irrespective of any retaking or redelivery of any Collateral and irrespective of the payment of the amount Obligations described in any Schedule provided however, as so long as no event there are any Obligations of default has occurred and is continuing hereunderany kind, then upon prepaymentincluding obligations under guaranties or assignments, in whole or in part of a Scheduleowed by Debtor to Secured Party, Collateral will be released in accordance with the last two (2) sentences of Section 1provided, and provided further however, upon any assignment of any Schedule under this Security Agreement the Assignee shall thereafter be deemed for the purpose of this Paragraph the Secured Party under this Security Agreement with respect to such Schedule; (h) to preserve and maintain its separate corporate existence and all rights, privileges, and franchises in connection therewith, and maintain its qualification and good standing in all states in which such qualification is necessary; (i) to comply with all applicable laws and obtain and keep in force any and all licenses, permits, franchises, or other governmental authorizations necessary to the ownership of its properties or to the conduct of its business; (j) to notify Secured Party in writing: (i) promptly after Debtor's learning thereof, of the commencement of any litigation or the institution of any administrative proceeding which Debtor reasonably believes, if determined adversely, may materially and adversely affect Debtor's operations, financial condition, properties or business or Secured Party's lien upon any of the Collateral; (ii) promptly after Debtor's learning thereof, of any material default by Debtor under any note, indenture, loan agreement, mortgage, lease, deed, guaranty or other similar agreement relating to any indebtedness of Debtor exceeding $1,000,000, (iii) promptly after the occurrence thereof, of any Event of Default or any event or condition the occurrence of which would, with the lapse of time or the giving of notice, or both, become an Event of Default; and (iv) promptly after the rendition thereof, of any judgment, order or decree rendered against Debtor in excess of $1,000,000; (k) to permit Secured Party to communicate directly with any of the following persons and entities concerning Debtor, its business and the Collateral (and Secured Party is irrevocably authorized to communicate with each such persons) upon at least 24 hours' oral or written notice to Debtor (unless an Event of Default exists, in which event no notice shall be required): (a) any service bureau, warehousing service, landlords or trade creditors; (b) any person employed by the Debtor (but no prior notice shall be required for Secured Party to discuss any matters pertaining to Debtor, its business or the Collateral with any officer of Debtor or attorney for Debtor or any other person designated by an officer of Debtor to deal on a day-to-day basis with Secured Party); and (c) Debtor's present and future independent public accountants; and each of the foregoing is authorized by Debtor to communicate with Secured Party and to disclose to Secured Party any and all matters relating to Debtor, its financial condition and business prospects, and the Collateral; (l) that Debtor will not enter into any transaction with any person or entity which is a stockholder of Debtor or which directly or indirectly controls, or is controlled by, or is under common control with, Debtor or which beneficially owns or holds 5% or more of any class of voting securities of Debtor, or 5% or more of the voting securities or equity interest of which is beneficially owned or held by Debtor, except in the ordinary course and pursuant to the reasonable requirements of Debtor's business and upon fair and reasonable terms, and, with respect to any such transaction which affects the Collateral, upon fair and reasonable terms which are fully disclosed to Secured Party; (m) that Debtor will not transfer its principal place of business or chief executive office to any location other than those at which the same is presently kept or maintained, except upon at least sixty (60) days prior written notice to Secured Party and after the delivery to Secured Party of duly executed UCC-1 financing statements, if required by Secured Party, in form satisfactory to Secured Party to perfect or continue the perfection of Secured Party's lien and security interest hereunder, (n) to cause to be prepared and furnished to Secured Party the following (all to be kept and prepared in accordance with GAAP applied on a consistent basis, unless Debtor's certified public accountants concur in any change therein and such change is disclosed to Secured Party and is consistent with GAAP): (i) as soon as possible, but not later than ninety (90) days after the close of each fiscal year of Debtor, unqualified audited financial statements of Debtor as of the end of such year, certified by a firm of independent certified public accountants of recognized national standing or otherwise acceptable to Secured Party; and (ii) as soon as possible, but not later than forty- five (45) days after the end of each of Debtor's fiscal quarter hereafter, unaudited interim financial statements of Debtor as of the end of such quarter and of the portion of Debtor's fiscal year then elapsed, certified by the principal financial officer of Debtor as prepared in accordance with GAAP and fairly presenting the financial position and results of operations of Debtor for such quarter and period. Concurrently with the delivery of the financial statements described in clause (i) of this Paragraph, Debtor shall furnish to Secured Party a copy of the accountants' letter to Debtor's management, if any, that is prepared in connection with such financial statements. Concurrently with the delivery of the financial statements described in this Paragraph, Debtor shall cause to be prepared and furnished to Secured Party a certificate from the chief financial officer of Debtor certifying to Secured Party that to the best of his knowledge, Debtor has kept, observed, performed and fulfilled each and every covenant, obligation and agreement binding upon Debtor in this Security Agreement and the other Loan Documents and that no Event of Default has occurred, or, if such Event of Default has occurred, specifying the nature hereof; (o) that all the covenants and agreements made by Debtor, Coast Resorts, Inc. and Coast West, Inc. in the $175,000,000 13% First Mortgage Notes Indenture dated as of January 30, 1996 (the "Indenture") by and among Debtor, Coast West, Inc., Coast Resorts, Inc., and American Bank National Association as trustee, are incorporated herein and made part hereof as such covenants and agreements were in effect on July 1, 1996 (without giving effect to any waiver or amendment of such covenants and agreements after July 1, 1996 except as provided in the last paragraph of this Section 7); (p) within ten (10) business days of the date of this Security Agreement, to execute and deliver to the Nevada Gaming Commission a report in compliance with Regulation 8.130 of that Commission reporting the loan made under this Security Agreement and the other Loan Documents, and to give simultaneously a copy of the filed report to Secured Party; (q) it will not declare or pay any dividend (other than a dividend payable in stock of the Debtor) or authorize or make any other distribution on any stock of the Debtor, whether now or hereafter outstanding which would exceed (i) 50% of the Debtor's after tax net profit for the preceding fiscal year or (ii) $3,000,000.00 annually, whichever is less; and (r) it will not consent or agree to the sale, lease, transfer, conveyance, or other disposition (other than by way of merger or consolidation with Coast Resorts, Inc.) of all or substantially all of the Debtor's assets. Debtor's obligation to comply with the covenants and agreements in the Indenture as such covenants and agreements were in effect on July 1, 1996, applies only to amendments which (i) impair Secured Party's rights in the Collateral or (ii) materially impair Debtor's ability to pay the Obligations. With respect to amendments not covered by clauses (i) and (ii), Secured Party agrees that Debtor shall comply with the applicable covenant or agreement as amended. With respect to amendments which (y) do impair Secured Party's rights in the Collateral or (z) do materially impair Debtor's ability to pay the Obligations, such amendments shall be accorded no effect for purposes hereof and Debtor shall comply with the applicable covenant or agreement as if it had not been amended. The parties hereto agree that any and all amendments and other modifications of whatever kind to Section 4.09 of the Indenture subsequent to July 1, 1996 shall be deemed to (i) impair Secured Party's rights in the collateral and (ii) materially impair Debtor's ability to pay the Obligations, and shall be accorded no effect for the purposes hereof and Debtor shall comply with Section 4.09 as if it had not been amended or modified.

Debtor's Agreements. Debtor Dxxxxx agrees: (a) to defend at DebtorDxxxxx's own cost any action, proceeding, or claim affecting the Collateral; (b) to pay reasonable attorneys' fees (at least 15% of the unpaid balance if not prohibited by law) and aid other expenses incurred by Secured Party party in enforcing its rights against Debtor under this Security Agreement; (c) to pay promptly all taxes, assessments, license fees and other public or private charges when levied or assessed against the Collateral or of this Security Agreement, and this obligation shall survive the termination of this Security Agreement; (d) that if a certificate of title be required or permitted by law, Debtor shall obtain such certificate with respect to the Collateralcollateral, showing the security interest of Secured Party thereon and in any event do everything necessary or expedient to preserve reserve or perfect the security interest of Secured Party; (e) that Debtor will not misuse, fail to keep in good repair, secrete or without the prior written consent of Secured Party, sell, rent, lend, encumber or transfer any of the Collateral notwithstanding Secured Party's right to proceedsProceeds; (f) that Secured Party may enter upon DebtorDxxxxx's premises or wherever the Collateral may be located locate at any reasonable time to inspect the Collateral and Debtor's books and records pertaining to the Collateral, and Debtor shall assist Secured Party in making such inspection; and (g) that the security interest granted by Debtor to Secured Party shall continue effective irrespective of any retaking or redelivery of any Collateral and irrespective of the payment of the amount described in any Schedule provided however, as so long as no event there are any obligations of default has occurred and is continuing hereunderany kind, then upon prepaymentincluding obligations under guaranties or assignments, in whole or in part of a Scheduleowed by Debtor to Secured Party, Collateral will be released in accordance with the last two (2) sentences of Section 1, and provided further provided,- however, upon any assignment of this Security Agreement the Assignee Assignee- shall thereafter be deemed for the purpose of this Paragraph the Secured Party under this Security Agreement.

Debtor's Agreements. Debtor agrees: (a) that all information supplied and statements made by Debtor In any financial, credit or accounting statement or application for credit prior to. contemporaneously with or subsequent to defend at the execution of this Agreement are and shall be true, correct, valid and genuine and that all financial statements delivered to Secured Party ere prepared in accordance with generally accepted accounting principles, and since the date of the most recent financial statement, there has been no material adverse change In Debtor's own cost any action, proceeding, or claim affecting the Collateralfinancial condition; (b) to pay reasonable attorneys' fees (at least 15% of the unpaid balance if not prohibited by law) and other expenses incurred by Secured Party in enforcing its rights against Debtor under this Security Agreement; (c) to pay promptly all taxes, assessments, license fees and land other public or private charges when levied or assessed against the Collateral or of this Security Agreement, and this obligation shall shalt survive the termination of this Security Agreement;: (dc) that if a certificate of title be required or permitted by law, Debtor shall obtain such certificate with respect to the Collateral, . showing the security interest of Secured Party thereon and in any event do everything necessary or expedient to preserve or perfect the security interest of Secured Party; (ed) that Debtor will not misuse, fail to keep in shall maintain all of the Collateralin good operating order and repair, secrete normal wear and tear excepted, use and maintain the Collateral only in compliance with manufacturer's recommendations and all applicable or without the prior written consent laws, and not part with possession of Secured Party, sell, rent, lend, encumber or transfer any of the Collateral notwithstanding (except to Secured Party's right to proceedsParty or for maintenance and repair),or remove any the Collateral from the continental United States; (fe) that Secured Party may enter upon Debtor's premises or wherever the Collateral may Collateralmay be located at any reasonable time tlme to inspect the Collateral and Debtor's books and records pertaining to the Collateral, and Debtor shall assist Secured Party in making such inspection; and (g) that the security interest granted by Debtor to Secured Party shall continue effective irrespective of any retaking or redelivery of any Collateral and irrespective of the payment of the amount described in any Schedule provided however, as long as no event of default has occurred and is continuing hereunder, then upon prepayment, in whole or in part of a Schedule, Collateral will be released in accordance with the last two (2) sentences of Section 1, and provided further however, upon any assignment of this Security Agreement the Assignee shall thereafter be deemed for the purpose of this Paragraph the Secured Party under this Security Agreement.;

Debtor's Agreements. Debtor agrees: (a) to defend at Debtor's own cost any action, proceeding, or claim affecting the Collateral; (b) to pay reasonable attorneys' fees (at least 15% of the unpaid balance if not prohibited by law) and other expenses incurred by Secured Party in enforcing its rights against Debtor under this Security Agreement; (c) to pay promptly all taxes, assessments, license fees and other public or private charges when levied or assessed against the Collateral or this Security Agreement, and this obligation shall survive the termination of this Security Agreement; (d) that if a certificate of title be required or permitted by law, Debtor shall obtain such certificate with respect to the Collateral, showing the security interest of Secured Party thereon and in any event do everything necessary or expedient to preserve or perfect the security interest of Secured Party; (e) that Debtor will not misuse, fail to keep in good repair, secrete or without the prior written consent of Secured Party, sell, rent, lend, encumber or transfer any of the Collateral notwithstanding Secured Party's right to proceeds; (f) that Secured Party may enter upon Debtor's premises or wherever the Collateral may be located at any reasonable time to inspect the Collateral and Debtor's books and records pertaining to the Collateral, and Debtor shall assist Secured Party in making such inspection; and (g) that the security interest granted by Debtor to Secured Party shall continue effective irrespective of any retaking or redelivery of any Collateral and irrespective of the payment of the amount described in any Schedule provided however, as so long as no event there are any obligations of default has occurred and is continuing hereunderany kind, then upon prepaymentincluding obligations under guaranties or assignments, in whole or in part of a Scheduleowed by Debtor to Secured Party, Collateral will be released in accordance with the last two (2) sentences of Section 1provided, and provided further however, upon any assignment of this Security Agreement the Assignee shall thereafter be deemed for the purpose of this Paragraph the Secured Party under this Security Agreement.

Debtor's Agreements. Debtor agrees: (a) to defend at Debtor's own cost any action, proceeding, or claim affecting the Collateral; (b) to pay reasonable attorneys' fees (at least 15% of the unpaid balance if not prohibited by law) and other expenses incurred by Secured Party in enforcing its rights against Debtor under this Security AgreementAgreement subsequent to an Event of Default hereunder or the occurrence of an event which with the lapse of time or the giving of notice or both would become an Event of Default; (c) to pay promptly all taxes, assessments, license fees and other public or private charges when levied or assessed against the Collateral or this Security Agreement, and this obligation shall survive the termination of this Security Agreement; (d) that if a certificate of title be required or permitted by law, Debtor shall obtain such certificate with respect to the Collateral, showing the security interest of Secured Party thereon and in any event do everything necessary or expedient to preserve or perfect the security interest of Secured Party; (e) that Debtor will not misuse, fail to keep in good repair, secrete or without the prior written consent of Secured Party, sell, rent, lend, encumber or transfer any of the Collateral notwithstanding the Secured Party's right to proceeds; (f) that Secured Party may enter upon Debtor's premises or wherever the Collateral may be located at any reasonable time to inspect the Collateral and Debtor's books and records pertaining to the Collateral, and Debtor shall assist Secured Party in making such inspection; and; (g) that the security interest granted by Debtor to Secured Party shall continue effective irrespective of any retaking or redelivery of any Collateral collateral and irrespective of the payment of the amount Obligations described in any Schedule provided however, as so long as no event there are any Obligations of default has occurred and is continuing hereunderany kind, then upon prepaymentincluding obligations under guaranties or assignments, in whole or in part of a Scheduleowed by Debtor to Secured Party, Collateral will be released in accordance with the last two (2) sentences of Section 1provided, and provided further however, upon any assignment of any Schedule under this Security Agreement the Assignee shall thereafter be deemed for the purpose of this Paragraph the Secured Party under this Security Agreement with respect to such Schedule; (h) to preserve and maintain its separate corporate existence and all rights, privileges, and franchises in connection therewith, and maintain its qualification and good standing in all states in which such qualification is necessary; (i) to comply with all applicable laws and obtain and keep in force any and all licenses, permits, franchises, or other governmental authorizations necessary to the ownership of its properties or to the conduct of its business; (j) to notify Secured Party in writing: (i) promptly after Debtor's learning thereof, of the commencement of any litigation or the institution of any administrative proceeding which Debtor reasonably believes, if determined adversely, may materially and adversely affect Debtor's operations, financial condition, properties or business or Secured Party's lien upon any of the Collateral; (ii) promptly after Debtor's learning thereof, of any material default by Debtor under any note, indenture, loan agreement, mortgage, lease, deed, guaranty or other similar agreement relating to any Indebtedness of Debtor exceeding $1,000,000 (iii) promptly after the occurrence thereof, of any Event of Default or any event or condition the occurrence of which would, with the lapse of time or the giving of notice, or both, become an Event of Default; and (iv) promptly after the rendition thereof, of any judgment, order or decree rendered against Debtor in excess of $1,000,000; (k) to permit Secured Party to communicate directly with any of the following persons and entities concerning Debtor, its business and the Collateral (and Secured Party is irrevocably authorized to communicate with each such persons) upon at least 24 hours' oral or written notice to Debtor (unless an Event of Default exists, in which event no notice shall be required): (a) and service bureau, warehousing service, landlords or trade creditors; (b) any person employed by the Debtor (but no prior notice shall be required for Secured Party to discuss any matters pertaining to Debtor, its business or the Collateral with any officer of Debtor or attorney for Debtor or any other person designated by an officer of Debtor to deal on a day-to-day basis with Secured Party); and (c) Debtor's present and future independent public accountants; and each of the foregoing is authorized by Debtor to communicate with Secured Party and to disclose to Secured Party any and all matters relating to Debtor, its financial condition and business prospects, and the Collateral; (l) that Debtor will not enter into any transaction with any person or entity which is a stockholder of Debtor or which directly or indirectly controls, or is controlled by, or is under common control with, Debtor or which beneficially owns or holds 5% or more of any class of voting securities of Debtor, or 5% or more of the voting securities or equity interest of which is beneficially owned or held by Debtor, except in the ordinary course and pursuant to the reasonable requirements of Debtor's business and upon fair and reasonable terms, and, with respect to any such transaction which affects the Collateral, upon fair and reasonable terms which are fully disclosed to Secured Party; (m) that Debtor will not transfer its principal place of business or chief executive office to any location other than those at which the same is presently kept or maintained, except upon at least sixty (60) days prior written notice to Secured Party and after the delivery to Secured Party of duly executed UCC-1 financing statements, if required by Secured Party, in form satisfactory to Secured Party to perfect or continue the perfection of Secured Party's lien and security interest hereunder; (n) to cause to be prepared and furnished to Secured Party the following (all to be kept and prepared in accordance with GAAP applied on a consistent basis, unless Debtor's certified public accountants concur in any change therein and such change is disclosed to Secured Party and is consistent with GAAP): (i) as soon as possible, but not later than ninety (90) days after the close of each fiscal year of Debtor, unqualified audited financial statements of Debtor as of the end of such year, certified by a firm of independent certified public accountants of recognized national standing or otherwise acceptable to Secured Party; and (ii) as soon as possible, but not later than forty-five (45) days after the end of each of Debtor's fiscal quarters hereafter, unaudited interim financial statements of Debtor as of the end of such quarter and of the portion of Debtor's fiscal year then elapsed, certified by the principal financial officer of Debtor as prepared in accordance with GAAP and fairly presenting the financial position and results of operations of Debtor for such quarter and period. Concurrently with the delivery of the financial statements described in clause (1) of this Paragraph, Debtor shall furnish to Secured Party a copy of the accountants "letter to Debtor's management, if any, that is prepared in connection with such financial statements. Concurrently with the delivery of the financial statements described in this Paragraph, Debtor shall cause to be prepared and furnished to Secured Party a certificate from the chief financial officer of Debtor certifying to Secured Party that to the best of his knowledge, Debtor has kept, observed, performed and fulfilled each and every covenant, obligation and agreement binding upon Debtor in this Security Agreement and the other Loan Documents and that no Event of Default has occurred, or, if such Event of Default has occurred, specifying the nature hereof; (o) that all the covenants and agreements made by Debtor, Coast Resorts, Inc. and Coast West, Inc. in the $175,000,000 13% First Mortgage Notes Indenture dated as of January 30, 1996 (the "Indenture") by and among Debtor, Coast West, Inc., Coast Resorts, Inc., and American Bank National Association as trustee, are incorporated herein and made part hereof as (p) within ten (10) business days of the date of this Security Agreement, to execute and deliver to the Nevada Gaming Commission a report in compliance with Regulation 8.130 of that Commission reporting the loan made under this Security Agreement and the other Loan Documents, and to give simultaneously a copy of the filed report to Secured Party; (q) it will not declare or pay any dividend (other than a dividend payable in stock of the Debtor) or authorize or make any other distribution on any stock of the Debtor, whether now or hereafter outstanding which would exceed (i) 50% of the Debtor's after tax net profit for the preceding fiscal year or (ii) $3,000,000.00 annually, whichever is less; and (r) it will not consent or agree to the sale, lease, transfer, conveyance, or other disposition (other than by way of merger or consolidation with Coast Resorts, Inc.) of all or substantially all of the Debtor's assets. Debtor's obligation to comply with the covenants and agreements in the Indenture as such covenants and agreements were in effect on July 1, 1996, applies only to amendments which (i) impair Secured Party's rights in the Collateral or (ii) materially impair Debtor's ability to pay the Obligations. With respect to amendments not covered by clauses (i) and (ii), Secured Party agrees that Debtor shall comply with the applicable covenant or agreement as amended. With respect to amendments which (y) do impair Secured Party's rights in the Collateral or (z) do materially impair Debtor's ability to pay the Obligations, such amendments shall be accorded no effect for purposes hereof and Debtor shall comply with the applicable covenant or agreement as if it had not been amended. The parties hereto agree that any and all amendments and other modifications of whatever kind to Section 4.09 of the Indenture subsequent to July 1, 1996 shall be deemed to (i) impair Secured Party's rights in the collateral and (ii) materially impair Debtor's ability to pay the Obligations, and shall be accorded no effect for the purposes hereof and Debtor shall comply with Section 4.09 as if it had not been amended or modified.

Debtor's Agreements. Debtor agrees:: 3 (a) to defend at Debtor's Debtors own cost any action, proceeding, or claim affecting the Collateral; (b) to pay reasonable attorneys' fees (at least 15% of the unpaid balance if not prohibited by law) and other expenses incurred by Secured Party in enforcing its rights against Debtor under this Security Agreement; (c) to pay promptly all taxes, assessments, license fees and other public or private charges when levied or assessed against the Collateral or this Security Agreement, and this obligation shall survive the termination of this Security Agreement; (d) that if a certificate of title be required or permitted by law, Debtor shall obtain such certificate with respect to the Collateral, showing the security interest of Secured Party thereon and in any event do everything necessary or expedient to preserve or perfect the security interest of Secured Party; (e) that Debtor will not misuse, fail to keep in good repair, secrete or without the prior written consent of Secured Party, sell, rent, lendtend, encumber or transfer any of the Collateral notwithstanding Secured Party's right to proceeds; (f) that Secured Party may enter upon Debtor's premises or wherever the Collateral may be located at any reasonable time to inspect the Collateral and Debtor's books and records pertaining to the Collateral, and Debtor shall assist Secured Party in making such inspection; and (g) that the security interest granted by Debtor to Secured Party shall continue effective irrespective of any retaking or redelivery of any Collateral and irrespective of the payment of the amount described in any Schedule provided however, as so long as no event there are any obligations of default has occurred and is continuing hereunderany kind, then upon prepaymentincluding obligations under guaranties or assignments, in whole or in part of a Scheduleowed by Debtor to Secured Party, Collateral will be released in accordance with the last two (2) sentences of Section 1provided, and provided further however, upon any assignment of this Security Agreement the Assignee shall thereafter be deemed for the purpose of this Paragraph the Secured Party under this Security Agreement.

Debtor's Agreements. Debtor agrees: (a) to defend at Debtor's own cost any action, proceeding, or claim affecting the Collateral; (b) to pay reasonable attorneys' fees (at least 15% of the unpaid balance if not prohibited by law) and other expenses incurred by Secured Party in enforcing its rights against Debtor under this Security Agreement; (c) to pay promptly all taxes, assessments, license fees and other public or private charges when levied or assessed against the Collateral or this Security Agreement, Agreement and this obligation shall survive the termination of this Security Agreement; (d) that if a certificate of title be required or permitted by law, Debtor shall obtain such certificate with respect to the Collateral, showing the security interest of Secured Party thereon and in any event do everything necessary or expedient to preserve or perfect the security interest of Secured Party; (e) that Debtor will not misuse, fail to keep in good repair, secrete or without the prior written consent of Secured Party, sell, rent, lend, encumber or transfer any of the Collateral notwithstanding Secured Party's right to proceeds; (f) that Secured Party may enter upon Debtor's premises or wherever the Collateral may be located at any reasonable time to inspect the Collateral and Debtor's books and records pertaining to the Collateral, and Debtor shall assist Secured Party in In making such inspection; and (g) that the security interest granted by Debtor to Secured Party shall continue effective irrespective of any retaking or redelivery of any Collateral and irrespective of the payment of the amount described in any Schedule provided however, as so long as no event there are any obligations of default has occurred and is continuing hereunderany kind, then upon prepaymentincluding obligations under guaranties or assignments owed by Debtor to Secured Party, in whole or in part of a Scheduleprovided, Collateral will be released in accordance with the last two (2) sentences of Section 1, and provided further however, upon any assignment of this Security Agreement the Assignee shall thereafter be deemed for the purpose of this Paragraph the Secured Party under this Security Agreement. (h) Debtor shall indemnify and defend the Secured Party, its successors and assigns, and their respective directors, officers and employees, from and against any and all claims, actions and suits (including, without limitation, related attorneys' fees) of any kind, nature or description whatsoever arising, directly or indirectly, in connection with any of the Collateral. 2 3

Debtor's Agreements. Debtor agrees: (a) Debtor will warrant and defend its title in and to defend at Debtor's own cost the Collateral and the Security Interest against any action, proceeding, or claim affecting the Collateral;adverse claimant. (b) Debtor will promptly take all reasonable and appropriate steps to pay reasonable attorneys' fees (at least 15% collect the Accounts. Debtor will not agree to a material modification of the unpaid balance if not prohibited by law) and other expenses incurred by terms of any Account without the written consent of Secured Party in enforcing its rights against Debtor under this Security Agreement;Party. (c) Notwithstanding the Security Interest in Proceeds, Secured Party has not authorized Debtor to, and Debtor agrees not to pay promptly all taxessell, lease, transfer, license, assign or otherwise dispose of any interest in the Collateral, except as authorized in this Agreement or in writing by Secured Party. Debtor will keep the Collateral (including Proceeds) free from unpaid charges, including taxes and assessments, license fees and from all Liens other public than those in favor of Secured Party. Debtor understands that any sale, lease, license, transfer, pledge, assignment or private charges when levied other disposition or assessed against encumbrance of the Collateral or contrary to this Security Agreement would violate the rights of Secured Party under this Agreement, and this obligation shall survive the termination of this Security Agreement;. (d) that if a certificate of title be required or permitted by law, Debtor shall obtain such certificate with respect to the Collateral, showing the security interest of Secured Party thereon may require at any time that Debtor (i) deposit all payments on the Accounts and all Proceeds in any event do everything necessary or expedient to preserve or perfect a special bank account over which Secured Party alone has power of withdrawal and control, (ii) notify account debtors and other persons obligated on the security interest Collateral of Secured Party;'s Security Interest and that payment is to be made directly to Secured Party or to any financial institution designated by Secured Party as Secured Party's agent and bailee therefor, and Secured Party may, itself, without notice to or demand upon Debtor, so notify account debtors and other persons obligated on the Collateral. Debtor shall hold any Proceeds of collection of Collateral received by Debtor as trustee for Secured Party without commingling them with other funds of Debtor and shall turn them over to Secured Party in the identical form received, together with any necessary endorsements, assignments or agreements providing Secured Party with control, all in Proper Form. Secured Party shall apply the Proceeds of collection of Accounts and other Collateral received by Secured Party to the Obligations, such proceeds to be credited after final payment in cash or other immediately available funds of the items giving rise to them, or to be held as Collateral for the Obligations. (e) Debtor will furnish Secured Party all records and other information Secured Party may reasonably request. (f) Debtor will notify Secured Party promptly of any event or condition that could have a significant effect on the aggregate value of the Collateral or on the Security Interest. (g) Debtor will not misusechange Debtor's principal residence, fail to keep chief executive office or any of its other business locations without providing Secured Party 60 days' prior written notice. Debtor will not change its legal identity, name, organizational structure or the jurisdiction in good repair, secrete or which it is organized without the prior written consent of Secured Party, sell, rent, lend, encumber Party and shall notify Secured Party 60 days prior to a request for consent of its intention or transfer any of desire to so change. (h) Debtor will keep accurate books and other records regarding the Collateral notwithstanding Secured Party's right to proceeds; (f) that and will allow Secured Party may enter upon Debtor's premises or wherever the Collateral may be located at any reasonable time to inspect the Collateral and make test verifications of the Collateral and make copies (including electronic copies) of Debtor's books and records pertaining during regular business hours. (i) Debtor will not create any record or records constituting chattel paper without placing a legend in Proper Form on the record indicating the Security Interest of Secured Party in the chattel paper and will not create more than one electronic record if the chattel paper is electronic chattel paper. (j) Secured Party shall have the right at any time to enforce Debtor's rights against any account debtor and other persons liable on the Collateral. (k) Debtor has the risk of loss of (l) Debtor will not deposit any Proceeds into a deposit account which is not maintained with Secured Party. (m) Debtor will promptly advise Secured Party of any claims by or defenses of any account debtors or other persons liable on the Collateral, which in the aggregate have a significant effect on the value of the Collateral. (n) If any Collateral is located or maintained with any bailee or person other than Debtor, Debtor will immediately notify Secured Party and obtain the acknowledgement of the bailee or other person that the Collateral is held for the benefit of Secured Party and Debtor shall assist will, and will cause such bailee or other person to enter into a control agreement in Proper Form with Secured Party. (o) Debtor will take any action requested by Secured Party in making such inspection; and (g) that the security interest granted to establish and maintain control by Debtor to Secured Party shall continue effective irrespective of any retaking or redelivery of any Collateral consisting of deposit accounts, letter of credit rights and irrespective of the payment of the amount described in any Schedule provided however, as long as no event of default has occurred and is continuing hereunder, then upon prepayment, in whole or in part of a Schedule, Collateral will be released in accordance with the last two (2) sentences of Section 1, and provided further however, upon any assignment of this Security Agreement the Assignee shall thereafter be deemed for the purpose of this Paragraph the Secured Party under this Security Agreementinvestment property.

Debtor's Agreements. Debtor agrees: (a) to To defend at Debtor's own cost and expense any action, proceeding, proceeding or claim affecting the Collateral;. (b) to To pay reasonable attorneys' attorneys fees (at least 15% of the unpaid balance if not prohibited by law) and other expenses incurred by Secured Party in enforcing its rights against Debtor in the event of Debtor's default under this Security Agreement;. (c) to To pay promptly all taxes, assessments, license fees and other public or private charges when levied or assessed against the Collateral or this Security Agreement, Agreement and this obligation shall survive the termination of this Security Agreement;. (d) that That if a certificate of title be is required or permitted by law, Debtor shall obtain such certificate with respect to the Collateral, showing the security interest interests of Secured Party thereon and in any event do everything necessary or expedient to preserve or perfect the security interest of Secured Party;. (e) that That Debtor will not misuse, fail to keep in good repair, secrete secrete, or without the prior written consent of Secured Party, and notwithstanding Secured Party's claim to proceeds, sell, rent, lend, encumber or transfer any of the Collateral. The Collateral notwithstanding Secured Partyshall be maintained in accordance with the manufacturer's right to proceeds;specifications and shall at all times be eligible for the manufacturer's maintenance program. (f) that That Secured Party may enter upon Debtor's premises or wherever the Collateral may be located at any reasonable time to inspect the Collateral and Debtor's books and records pertaining to the Collateral, and Debtor shall assist Secured Party in making such inspection; and. (g) that That the security interest granted by Debtor to Secured Party shall continue effective irrespective of any retaking or redelivery of any Collateral and irrespective of the payment of the amount described Secured Obligations, so long as there are any obligations of any kind, including obligations under guaranties or assignments, owed by Debtor to Secured Party. (h) To xxxx and identify the Collateral with all information and in such manner as Secured Party may request from time to time and replace promptly any such markings or identifications which are removed, defaced or destroyed. (i) To indemnify and bold Secured Party harmless from and against all claims, losses, liabilities (including negligence, tort and strict liability), damages, judgments, suits and all legal proceedings, and any and all costs and expenses in connection therewith (including attorney's fees) arising out of or in any Schedule provided however, as long as no event of default has occurred and is continuing hereunder, then upon prepayment, in whole or in part of a Schedule, Collateral will be released in accordance manner connected with the last two (2) sentences manufacture, purchase, financing, ownership, delivery, rejection, nondelivery, possession, use, transportation, storage, operation, maintenance, repair, return or other disposition of Section 1the Collateral or with this Agreement, including, without limitation, claims for injury to, or death of, persons and for damage to property, and provided further however, upon any assignment of this Security Agreement the Assignee shall thereafter be deemed for the purpose of this Paragraph the give Secured Party under this Security Agreementprompt notice of such claims or liability. (j) That Debtor will not part with possession of or control of or suffer or allow to pass out of its possession or control items of Collateral or change the location of the Collateral or any part thereof from the address shown in the appropriate Schedule without the prior written consent of Secured Party. (k) That Debtor shall not ASSIGN OR IN ANY WAY DISPOSE OF ALL OR ANY PART OF ITS RIGHTS OR OBLIGATIONS UNDER THIS AGREEMENT OR SELL, LEASE, TRANSFER, PLEDGE OR HYPOTHECATE ANY PART OF THE COLLATERAL. DEBTOR'S INTEREST IN THIS AGREEMENT AND THE COLLATERAL IS NOT ASSIGNABLE AND WILL NOT BE ASSIGNED OR TRANSFERRED BY OPERATION OF LAW. CONSENT TO ANY OF THE FOREGOING PROHIBITED ACTS APPLIES ONLY IN THE GIVEN INSTANCE AND IS NOT CONSENT TO SUBSEQUENT LIKE ACT BY DEBTOR OR ANOTHER ENTITY.

Debtor's Agreements. Debtor agrees: (a) to defend at Debtor's own cost any action, proceeding, or claim affecting the Collateral; (b) to pay reasonable attorneys' fees (at least 15% of the unpaid balance if not prohibited actually incurred by law) Secured Party and other reasonable out-of-pocket expenses incurred by Secured Party in enforcing its rights against Debtor under this Master Security AgreementAgreement or any Schedule; (c) to pay promptly all taxes, assessments, license fees and other public or private charges when levied or assessed against the Collateral Collateral, this Master Security Agreement or this Security Agreementany Schedule, except (i) liabilities being contested in good faith and against which, if required, Debtor will set up reserves in accordance with GAAP; and (ii) taxes measured by net income and franchise taxes imposed on Secured Party by the jurisdiction under the laws of which the Secured Party is organized and transacting business or any political subdivision thereof, and this obligation shall survive the termination of this Master Security AgreementAgreement or any Schedule; (d) that if a certificate of title be required or permitted by law, at Secured Party's request Debtor shall obtain such certificate with respect to the Collateral, showing the security interest of Secured Party thereon and in any event do everything reasonably necessary or expedient to preserve or perfect the security interest of Secured Party; (e) that Debtor will not misuse, fail to keep in good repairrepair (ordinary wear and tear excepted), secrete or without the prior written consent of Secured Party, sell, rent, lend, encumber (other than encumbrances expressly permitted under the terms of this Master Security Agreement or any Schedule) or transfer any of the Collateral notwithstanding Secured Party's right to proceedsrights in proceeds thereof; (f) that Secured Party may enter upon Debtor's premises or wherever the Collateral may be located at any located, during normal business hours and following reasonable time prior written notice to Debtor, to inspect the Collateral and Debtor's books and records pertaining to the Collateral, and Debtor shall assist Secured Party in making such inspection; andprovided, however, that Secured Party hereby agrees that it shall (i) comply with all safety rules and regulations of Debtor during such inspection while on Debtor's premises; and (ii) shall indemnify and hold Debtor harmless from any claim, loss or damage for personal injury or property damage caused by Secured Party, its agents, representatives, contractors, employees or invitees in connection with the exercise of any of Secured Party's rights under this Master Security Agreement or any Schedule; (g) that the security interest granted by Debtor to Secured Party shall continue effective irrespective of any retaking or redelivery of any Collateral and irrespective of the payment of the amount described in any Schedule provided however, as so long as no event there are any obligations of default has occurred and is continuing hereunderany kind secured by such Collateral owed by Debtor to Secured Party; and (h) upon the written request of Secured Party, then upon prepaymentif any of the Collateral consists of software, in whole or in part of a Schedule, Collateral will be released in accordance with the last two (2) sentences of Section 1, and provided further however, upon any assignment of this Security Agreement the Assignee shall thereafter be deemed for the purpose of this Paragraph the to inform Secured Party of the name of the licensor of such software and to provide Secured Party with a copy of the license agreement, but only to the extent such distribution is permitted under this Security Agreementsuch license agreement.

Debtor's Agreements. Debtor agrees:: -------------------- (a) to To defend at Debtor's own cost and expense any action, proceeding, proceeding or claim affecting the Collateral;. (b) to To pay reasonable attorneys' attorney's fees (at least 15% of the unpaid balance if not prohibited by law) and other expenses incurred by Secured Party Xxxxx in enforcing its rights against Debtor in the event of Debtor's default under this Security Agreement;. (c) to To pay promptly all taxes, assessments, license fees and other public or private charges when levied or assessed against the Collateral or this Security Agreement, Agreement and this obligation shall survive the termination of this Security Agreement;. (d) that That if a certificate of title be is required or permitted by law, Debtor shall obtain such certificate with respect to the Collateral, showing the security interest interests of Secured Party Xxxxx thereon and in any event do everything necessary or expedient to preserve or perfect the security interest of Secured Party;. (e) that That Debtor will not misuse, fail to keep in good repair, secrete secrete, or without the prior written consent of Secured Party, and notwithstanding Secured Party's claim to proceeds, sell, rent, lend, encumber or transfer any of the Collateral. The Collateral notwithstanding Secured Partyshall be maintained in accordance with the manufacturer's right to proceeds;specifications and shall at all times be eligible for the manufacturer's maintenance program. (f) that That Secured Party may enter upon Debtor's premises or wherever the Collateral collateral may be located at any reasonable time to inspect the Collateral and Debtor's books and records pertaining to the Collateral, and Debtor shall assist Secured Party in making such inspection; and. (g) that That the security interest granted by Debtor to Secured Party shall continue effective irrespective of any retaking or redelivery of any Collateral and irrespective of the payment of the amount described Secured Obligations, so long as there are any obligations of any kind, including obligations under guarantees or assignments, owed by Debtor to Secured Party. (h) To make and identify the Collateral with all information and in such manner as Secured Party may request from time to time and replace promptly any such marking or identifications which are removed, defaced or destroyed. (i) To indemnify and hold Secured Party harmless from and against all claims, losses, liabilities (including negligence, tort and strict liability), damages, judgements, suits and all legal proceedings, and any and all costs and expenses in connection therewith (including attorney's fees) arising out of or in any Schedule provided however, as long as no event of default has occurred and is continuing hereunder, then upon prepayment, in whole or in part of a Schedule, Collateral will be released in accordance manner connected with the last two (2) sentences manufacture, purchase, financing, ownership, delivery, rejection, nondelivery, possession, use, transportation, storage, operation, maintenance, repair, return or other disposition of Section 1the collateral or with this Agreements, including, without limitation, claims for injury to, or death of, persons and for damage to property, and provided further however, upon any assignment of this Security Agreement the Assignee shall thereafter be deemed for the purpose of this Paragraph the give Secured Party under this Security Agreementprompt notice of such claims or liability. (j) That Debtor will not part with possession of or control or suffer or allow to pass out its possession or control items of Collateral or change the location of the collateral or any part thereof from the address shown in the appropriate Schedule without the prior written consent of Secured Party. (k) That Debtor shall not ASSIGN OR IN ANY WAY DISPOSE OR ALL OR ANY PART ----------------------------------------------- OF ITS RIGHTS OR OBLIGATIONS UNDER THIS AGREEMENT OR SELL, LEASE, ----------------------------------------------------------------- TRANSFER, PLEDGE OR HYPOTHECATE ANY PART OF THE COLLATERAL, DEBTOR'S -------------------------------------------------------------------- INTEREST IN THIS AGREEMENT AND THE COLLATERAL IS NOT ASSIGNABLE AND ------------------------------------------------------------------- WILL NOT BE ASSIGNED OR TRANSFERRED BY OPERATION OF LAW, CONSENT TO -------------------------------------------------------------------- ANY OF THE FOREGOING PROHIBITED ACTS APPLIES ONLY IN THE GIVEN ---------------------------------------------------------------- INSTANCE AND IS NOT CONSENT TO SUBSEQUENT LIKE ACT BY DEBTOR OR --------------------------------------------------------------- ANOTHER ENTITY. ------- 9.

Debtor's Agreements. Debtor agrees: (a) to To defend at Debtor's own cost and expense any action, proceeding, proceeding or claim affecting the Collateral;. (b) to To pay reasonable attorneys' attorneys fees (at least 15% of the unpaid balance if not prohibited by law) and other expenses incurred by Secured Party in enforcing its rights against Debtor in the event of Debtor's default under this Security Agreement;. (c) to To pay promptly all taxes, assessments, license fees and other public or private charges when levied or assessed against the Collateral or this Security Agreement, Agreement and this obligation shall survive the termination of this Security Agreement;. (d) that That if a certificate of title be is required or permitted by law, Debtor shall obtain such certificate with respect to the Collateral, showing the security interest interests of Secured Party thereon and in any event do everything necessary or expedient to preserve or perfect the security interest of Secured Party;. (e) that That Debtor will not misuse, fail to keep in good repair, secrete secrete, or without the prior written consent of Secured Party, and notwithstanding Secured Party's claim to proceeds, sell, rent, lend, encumber or transfer any of the Collateral. The Collateral notwithstanding Secured Partyshall be maintained in accordance with the manufacturer's right to proceeds;specifications and shall at all times be eligible for the manufacturer's maintenance program. (f) that That Secured Party may enter upon Debtor's premises or wherever the Collateral may be located at any reasonable time to inspect the Collateral and Debtor's books and records pertaining to the Collateral, and Debtor shall assist Secured Party in ;making such inspection; and. (g) that That the security interest granted by Debtor to Secured Party shall continue effective irrespective of any retaking or redelivery of any Collateral and irrespective of the payment of the amount described Secured Obligations, so long as there are any obligations of any kind, including obligations under guaranties or assignments, owed by Debtor to Secured Party. (h) To xxxx and identify the Collateral with all information and in such manner as Secured Party may request from time to time and replace promptly any such markings or identifications which are removed, defaced or destroyed. (i) To indemnify and hold Secured Party harmless from and against all claims, losses, liabilities (including negligence, tort and strict liability), damages, judgments, suits and all legal proceedings, and any and all costs and expenses in connection therewith (including attorney's fees) arising out of or in any Schedule provided however, as long as no event of default has occurred and is continuing hereunder, then upon prepayment, in whole or in part of a Schedule, Collateral will be released in accordance manner connected with the last two (2) sentences manufacture, purchase, financing, ownership, delivery, rejection, nondelivery, possession, use, transportation, storage, operation, maintenance, repair, return or other disposition of Section 1the Collateral or with this Agreement, including, without limitation, claims for injury to, or death of, persons and for damage to property, and provided further however, upon any assignment of this Security Agreement the Assignee shall thereafter be deemed for the purpose of this Paragraph the give Secured Party under this Security Agreementprompt notice of such claims or liability. (j) That Debtor will not part with possession of or control of or suffer or allow to pass out of its possession or control items of Collateral or change the location of the Collateral or any part thereof from the address shown in the appropriate Schedule without the prior written consent of Secured Party. (k) That Debtor shall not ASSIGN OR IN ANY WAY DISPOSE OF ALL OR ANY PART OF ITS RIGHTS OR OBLIGATIONS UNDER THIS AGREEMENT OR SELL, LEASE, TRANSFER, PLEDGE OR HYPOTHECATE ANY PART OF THE COLLATERAL. DEBTOR'S INTEREST IN THIS AGREEMENT AND THE COLLATERAL IS NOT ASSIGNABLE AND WILL NOT BE ASSIGNED OR TRANSFERRED BY OPERATION OF LAW. CONSENT TO ANY OF THE FOREGOING PROHIBITED ACTS APPLIES ONLY IN THE GIVEN INSTANCE AND IS NOT CONSENT TO SUBSEQUENT LIKE ACT BY DEBTOR 92 OR ANOTHER ENTITY.

Debtor's Agreements. Debtor agrees: (a) to defend at Debtor's own cost any action, proceeding, or claim affecting the Collateral; (b) to pay reasonable attorneys' fees (at least 15% of the unpaid balance if not prohibited by law) and other expenses incurred by Secured Party in enforcing its rights against Debtor under this Security Agreement; (c) to pay promptly all taxes, assessments, license fees and other public or private charges when levied or assessed against the Collateral or this Security Agreement, ; and this obligation shall survive the termination of this the Security Agreement; (d) that that, if a certificate of title be is required or permitted by law, Debtor shall obtain such certificate with respect to the Collateral, Collateral showing the security interest of Secured Party thereon and in any event do everything necessary or expedient to preserve or perfect the security interest of Secured Party; (e) that Debtor will not misuse, fail to keep in good repair, secrete secrete, or without the prior written consent of Secured Party, sell, sell rent, lend, encumber or transfer any of the Collateral notwithstanding Secured Party's right to proceeds; (f) that Secured Party may enter upon Debtor's premises or wherever the Collateral may be located at any reasonable time to inspect the Collateral and Debtor's books and records pertaining to the Collateral, and Debtor shall assist Secured Party in making such inspection; and (g) that the security interest granted by Debtor to Secured Party shall continue effective irrespective of any retaking or redelivery of any Collateral and irrespective of the payment of the amount described in Paragraph 3, or in any Schedule provided howeverpromissory note executed in connection herewith, as so long as no event there are any obligations of default has occurred and is continuing hereunderany kind, then upon prepaymentincluding obligations under guaranties or assignments, in whole or in part of a Scheduleowed by Debtor to Secured Party, Collateral will be released in accordance with the last two (2) sentences of Section 1provided, and provided further however, upon any assignment of this Security Agreement the Assignee shall thereafter be deemed for the purpose of this Paragraph the Secured Party under this Security Agreement.

Debtor's Agreements. Debtor agrees: (a) to defend at Debtor's ’s own cost any action, proceeding, or claim affecting the Collateral; (b) to pay reasonable attorneys' ’ fees (at least 15% of the unpaid balance if not prohibited by law) and other expenses incurred by Secured Party in enforcing its rights against Debtor under this Security Agreementafter an Event of Default; (c) to reimburse Secured Party for all expenses incurred by Secured Party in connection with the recordation of this Security Agreement, filing financing statements, the registration of the Collateral and search of any appropriate records including the FAA records; (d) that Debtor will not, without Secured Party’s prior written consent, sell, rent, lend, secrete, encumber, transfer or otherwise dispose of the Collateral, (e) to pay promptly all taxes, assessments, license fees and other public or private charges when levied or assessed against the Collateral or this Security Agreement, and this obligation shall survive the termination of this Security Agreement; (d) that if a certificate of title be required Agreement or permitted by law, Debtor shall obtain such certificate with respect to the Collateral, showing the security interest of Secured Party thereon and in any event do everything necessary or expedient to preserve or perfect the security interest of Secured Party; (e) that Debtor will not misuse, fail to keep in good repair, secrete or without the prior written consent of Secured Party, sell, rent, lend, encumber or transfer any of the Collateral notwithstanding Secured Party's right to proceedsaccompanying note; (f) that Secured Party may enter upon Debtor's premises or wherever Collateral will be used at all times in accordance with the laws, rules, regulations and ordinances of the United States, the several states and municipalities thereof, and any other sovereign jurisdictions in which Collateral may be located at any reasonable time to inspect the Collateral and Debtor's books and records pertaining to the Collateral, and Debtor shall assist Secured Party in making such inspection; andused; (g) that all flights will originate and terminate in the security interest granted by Debtor to Secured Party shall continue effective irrespective United States of America and that the aircraft will not operate in the airspace of any retaking or redelivery of any Collateral and irrespective of foreign country, unless the payment of the amount described in any Schedule provided however, as long as no event of default Secured Party’s prior written consent has occurred and is continuing hereunder, then upon prepayment, in whole or in part of a Schedule, been obtained; (h) that Collateral will be released operated at all times by a currently certified pilot having the minimum total pilot hours required by the insurance covering such Collateral; (i) that Collateral will be maintained at all times in accordance with an airworthy condition necessary for aircraft licenses under the last two laws, ordinances, rules and regulations of the United States, the several states and municipalities and any other jurisdictions in which the Collateral shall be at any time operated; (2j) sentences of Section 1that Debtor will not use or permit Collateral to be used contrary to any laws relating to intoxicating liquors, narcotics, or similar products, and provided further however, upon any assignment of this Security Agreement the Assignee shall thereafter be deemed for the purpose of this Paragraph the Secured Party under this Security Agreement.conform with all laws governing aircraft;

Debtor's Agreements. Debtor agrees:: -------------------- (a) to defend a. It will pay the Secured Party all the amounts payable on the Note and all other amounts due Secured Party whether evidenced by the Note or not, as and when the same shall be due and payable, whether at Debtor's own cost any actionmaturity, proceedingby acceleration or otherwise, or claim affecting the Collateral; (b) to pay reasonable attorneys' fees (at least 15% and will perform all terms of the unpaid balance if not prohibited by law) Note. b. It will defend the Collateral against the claims and other expenses incurred demands of all persons. c. In the event the Collateral is insurable, it will insure the Collateral against all hazards requested by Secured Party in enforcing form and amount satisfactory to Secured Party. If Debtor fails to obtain insurance, Secured Party shall have the right to obtain it at Debtor's expense. Debtor assigns to Secured Party all rights to receive proceeds of insurance not exceeding the unpaid balance under the Note, directs any insurer to pay all sums directly to Secured Party, authorizes the Secured Party to endorse any draft for the proceeds and settle any claim with the insurer. If, while any of the Obligations are outstanding, any return premiums, dividends, other amounts or proceeds are paid to Secured Party under any insurance policy required hereby, Secured Party may at its rights against election apply such amounts to payment of the Note or pay such proceeds to the Debtor under this Security Agreementfor the repair or replacement of the Collateral. All insurance policies shall provide for ten (10) days' notice of cancellation to Secured Party, shall be payable to the Secured Party in the event of loss, and shall be deposited with Secured Party upon request. d. Debtor shall preserve the Collateral for the benefit of Secured Party. Without limiting the generality of the foregoing, the Debtor shall, where appropriate: (i) make all repairs, replacements, additions and improvements necessary to maintain any equipment in good working order and condition; (cii) maintain an inventory sufficient to meet the needs of its business; (iii) take commercially reasonable steps to collect all accounts; and (iv) pay promptly or cause to be paid all taxes, assessments, license or other charges on the Collateral when due. e. It will pay as part of the debt hereby secured all amounts, including reasonable attorneys' fees, paralegal, legal assistant and similar fees and other public costs, with interest thereon, paid by Secured Party (1) for taxes, levies, insurance, repairs to, or private charges when levied or assessed against the Collateral or this Security Agreement, and this obligation shall survive the termination maintenance of this Security Agreement; (d) that if a certificate of title be required or permitted by law, Debtor shall obtain such certificate with respect to the Collateral, showing and (2) in taking possession of, disposing of or preserving the security interest Collateral after any default hereinafter described. f. In the event the Collateral consists of Secured Party thereon and in any event do everything necessary or expedient to preserve or perfect the security interest of Secured Party; (e) that Debtor tangible personal property, it will not misuse, fail permit any of the Collateral to keep in good repair, secrete or be removed from the above-mentioned location without the prior written consent of Secured Party, sellexcept as to inventory and equipment, rentwhen replaced by like goods of equal or greater value. g. It will immediately advise Secured Party in writing of any change in Debtor's place of business. h. It will not: (i) permit any liens or security interests to attach to any Collateral, lend, encumber or transfer except as created hereby; (ii) permit any of the Collateral notwithstanding Secured Party's right to proceedsbe levied upon under any legal process; permit anything to be done that may impair the value of any of the Collateral or the Security intended to be afforded by this Agreement; (f) that i. It will do all acts and things which Secured Party may enter upon Debtor's premises or wherever the Collateral may be located at any reasonable time deem necessary to inspect the Collateral perfect and Debtor's books and records pertaining to the Collateral, and Debtor shall assist Secured Party in making such inspection; and (g) that continue perfected the security interest granted by this Agreement and to protect the Collateral, including the execution of financing statements, continuation, amendment and termination statements, and the procurement of waivers or disclaimers of interest in the Collateral by the owners of real estate upon which any Collateral is located, and Debtor to appoints Secured Party shall continue effective irrespective it attorney in fact, with full power of any retaking or redelivery of any Collateral substitution, to do all such acts and irrespective of the payment of the amount described in any Schedule provided however, as long as no event of default has occurred and is continuing hereunder, then upon prepayment, in whole or in part of a Schedule, Collateral will all other acts Debtor may be released in accordance with the last two (2) sentences of Section 1, and provided further however, upon any assignment of this Security Agreement the Assignee shall thereafter be deemed for the purpose of this Paragraph the Secured Party required to do under this Security Agreement.