Common use of GRANTING CLAUSE THIRD Clause in Contracts

GRANTING CLAUSE THIRD. The rights and benefits of the Owner Trustee under the Servicing Agreement and the Limited Guaranty; GRANTING CLAUSE FOURTH Any recourse at law, in equity or by contract to the Seller, COAF or Dealers whether pursuant to the Contribution Agreement, the Transfer and Assignment Agreement, Dealer Agreements (to the extent related to the Receivables) or otherwise; and GRANTING CLAUSE FIFTH All proceeds of the conversion, voluntary or involuntary, of any of the foregoing into cash or other property whether now existing or hereinafter arising (collectively, the "Collateral"). Such Grants are made in trust, to secure payments of amounts due with respect to the Class A Notes and the Class B Notes ratably and without prejudice, priority or distinction between the Class A Notes and the Class B Notes (except that payments with respect to principal on the different Classes of Class A Notes shall be subject to the priority of payments set forth herein and payments of principal with respect to the Class B Notes shall be subordinate to payments of principal and interest with respect to the Class A Notes and to the Note Insurer's rights to Premiums and Reimbursement Obligations and payments of interest with respect to the Class B Notes shall be subordinate to payments of interest with respect to the Class A Notes, all to the extent provided herein), and to secure (i) the payment of all amounts scheduled to be made on the Class A Notes and the Class B Notes as such amounts become due in accordance with their terms, (ii) the payment of all other sums payable in accordance with the provisions of this Indenture, including, but not limited to, Reimbursement Obligations, and (iii) compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee acknowledges such Grants, accepts the trusts hereunder in accordance with the provisions of this Indenture, and agrees to perform the duties herein required pursuant to the terms and provisions of this Indenture and subject to the conditions hereof to the end that the interests of the Holders of the Notes may be adequately and effectively protected. PROVIDED, HOWEVER, that if there shall well and truly be paid the principal of the Class A Notes and the Class B Notes and the interest due or to become due on the Notes, at the times and in the manner mentioned in the Notes, according to the true intent and meaning thereof, and the Owner Trustee shall cause all Reimbursement Obligations to be paid to the Note Insurer and payments shall be made into the Revenue Fund as required under this Indenture and shall well and truly keep, perform and observe all the covenants and conditions pursuant to the terms of this Indenture to be kept, performed and observed by the Owner Trustee, and the Owner Trustee shall pay or cause to be paid to the Indenture Trustee and all of its agents for the registration, authentication, transfer or exchange of Class A Notes and the Class B Notes all sums of money due or to become due to it or them in accordance with the terms and provisions hereof, then this Indenture and the rights hereby granted shall cease, terminate and be void; otherwise, except as provided in Article XIV hereof, this Indenture shall be and remain in full force and effect.

GRANTING CLAUSE THIRD. The rights All moneys, securities and benefits of obligations from time to time held by the Owner Trustee under the Servicing Agreement terms of this Indenture and the Limited Guaranty; GRANTING CLAUSE FOURTH Any recourse at law, in equity any and all real and personal property of every kind and nature from time to time hereafter by delivery or by contract writing of any kind conveyed, pledged, assigned or transferred, as and for additional security hereunder by the Issuer or by anyone on its behalf or with its written consent to the SellerTrustee, COAF or Dealers whether pursuant which is hereby authorized to receive any and all such property at any and all times and to hold and apply the Contribution Agreement, the Transfer and Assignment Agreement, Dealer Agreements (to the extent related to the Receivables) or otherwise; and GRANTING CLAUSE FIFTH All proceeds of the conversion, voluntary or involuntary, of any of the foregoing into cash or other property whether now existing or hereinafter arising (collectively, the "Collateral"). Such Grants are made in trust, to secure payments of amounts due with respect to the Class A Notes and the Class B Notes ratably and without prejudice, priority or distinction between the Class A Notes and the Class B Notes (except that payments with respect to principal on the different Classes of Class A Notes shall be same subject to the priority of payments set forth herein and payments of principal terms hereof; except for moneys, securities or obligations deposited with respect or paid to the Class B Notes shall be subordinate to payments of principal and interest with respect to the Class A Notes and to the Note Insurer's rights to Premiums and Reimbursement Obligations and payments of interest with respect to the Class B Notes shall be subordinate to payments of interest with respect to the Class A Notes, all to the extent provided herein), and to secure (i) the Trustee for redemption or payment of all amounts scheduled Bonds which are deemed to be made on the Class A Notes and the Class B Notes as such amounts become due have been paid in accordance with their termsArticle IX hereof and funds held pursuant to Section 5.5 hereof, (ii) which shall be held by the payment of all other sums payable Trustee in accordance with the provisions of this Indenturesaid Article IX or Section 5.5, includingas the case may be. TO HAVE AND TO HOLD all of the same with all privileges and appurtenances hereby conveyed and assigned, but not limited toor agreed or intended so to be, Reimbursement Obligationsto the Trustee and its successors in said trusts and to them and their assigns forever; IN TRUST NEVERTHELESS, and (iii) compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee acknowledges such Grants, accepts the trusts hereunder in accordance with the provisions of this Indenture, and agrees to perform the duties herein required pursuant to upon the terms and provisions trusts herein set forth for the equal and proportionate benefit and security of all owners of the Bonds issued under and secured by this Indenture and subject without preference, priority or distinction as to lien of any Bonds over any other Bonds, except insofar as any sinking, amortization or other fund, or any terms or conditions of redemption or purchase, established under this Indenture may afford additional benefit or security for the conditions hereof to the end that the interests Bonds of the Holders of the Notes may be adequately and effectively protectedany particular series. PROVIDED, HOWEVER, that if there shall well and truly be paid the principal of the Class A Notes and the Class B Notes and the interest due or to become due on the Notes, at the times and in the manner mentioned in the Notes, according to the true intent and meaning thereof, and the Owner Trustee shall cause all Reimbursement Obligations to be paid to the Note Insurer and payments shall be made into the Revenue Fund as required under this Indenture and shall well and truly keep, perform and observe all the covenants and conditions pursuant to the terms of this Indenture to be kept, performed and observed by the Owner Trustee, and the Owner Trustee Issuer shall pay or cause to be paid to the Indenture Trustee owners of the Bonds the principal of and all of its agents for the registrationpremium, authenticationif any, transfer or exchange of Class A Notes and the Class B Notes all sums of money due or interest to become due thereon at the times and in the manner stipulated therein, and if the Issuer shall keep, perform and observe all and singular the covenants and promises in the Bonds and in this Indenture expressed as to be kept, performed and observed by it or them on its part, all as provided in accordance with and subject to the terms and provisions of Article IX hereof, then and in that case these presents and the estate and rights hereby granted, except as otherwise provided in Article IX, shall cease, determine and be void, and thereupon the Trustee shall cancel and discharge the lien of this Indenture and execute and deliver to the rights hereby granted Issuer such instruments in writing as shall cease, terminate and be voidrequisite to evidence the discharge hereof pursuant to the provisions of said Article IX; otherwise, except as provided in Article XIV hereof, otherwise this Indenture shall to be and remain in full force and effect.. THIS INDENTURE FURTHER WITNESSETH, and it is expressly declared, that all Bonds issued and secured hereunder are to be issued, authenticated and delivered, and the Trust Estate and the other estate and rights hereby granted, are to be dealt with and disposed of, under, upon and subject to the terms, conditions, stipulations, covenants, agreements, trusts, uses and purposes as hereinafter expressed, and the Issuer has agreed and covenanted, and does hereby agree and covenant, with the Trustee and with the respective owners, from time to time, of the Bonds, as follows:

GRANTING CLAUSE THIRD. The rights Deeds of Trust and benefits the Security Agreement, including all modifications, extensions and renewals thereof, if any, together with all right, title and interest of the Owner Trustee under Issuer in and to the Servicing Deeds of Trust and Security Agreement including all payments, revenues and the Limited Guaranty; receipts payable or receivable thereunder. GRANTING CLAUSE FOURTH Any recourse at law, in equity and all other Property of every name and nature from time to time hereafter by delivery or by contract writing of any kind conveyed, mortgaged, pledged, assigned or transferred as and for additional security hereunder by the Company or the Issuer or by anyone in its behalf or with its written consent in favor of the Trustee, and the Trustee is hereby authorized to receive any and all such Property at any and all times and to hold and apply the same subject to the Sellerterms hereof. TO HAVE AND TO HOLD all and singular the Trust Estate, COAF whether now owned or Dealers whether pursuant hereafter acquired, unto the Trustee and its respective successors and assigns forever; IN TRUST NEVERTHELESS, upon the terms and trusts herein set forth for the equal and proportionate benefit, security and protection of all present and future holders and owners of the Bonds, from time to time, issued under and secured by this Indenture without privilege, priority or distinction as to the Contribution Agreement, the Transfer and Assignment Agreement, Dealer Agreements (to the extent related to the Receivables) lien or otherwise; and GRANTING CLAUSE FIFTH All proceeds of the conversion, voluntary or involuntary, otherwise of any of the foregoing into cash or other property whether now existing or hereinafter arising (collectively, the "Collateral"). Such Grants are made in trust, to secure payments of amounts due with respect to the Class A Notes and the Class B Notes ratably and without prejudice, priority or distinction between the Class A Notes and the Class B Notes (except that payments with respect to principal on the different Classes of Class A Notes shall be subject to the priority of payments set forth herein and payments of principal with respect to the Class B Notes shall be subordinate to payments of principal and interest with respect to the Class A Notes and to the Note Insurer's rights to Premiums and Reimbursement Obligations and payments of interest with respect to the Class B Notes shall be subordinate to payments of interest with respect to the Class A Notes, all to the extent provided herein), and to secure (i) the payment of all amounts scheduled to be made on the Class A Notes and the Class B Notes as such amounts become due in accordance with their terms, (ii) the payment of all other sums payable in accordance with the provisions of this Indenture, including, but not limited to, Reimbursement Obligations, and (iii) compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee acknowledges such Grants, accepts the trusts hereunder in accordance with the provisions of this Indenture, and agrees to perform the duties herein required pursuant to the terms and provisions of this Indenture and subject to the conditions hereof to the end that the interests Bonds over any of the Holders other Bonds except in the case of funds held hereunder for the Notes may be adequately and effectively protected. benefit of particular Owners of Bonds; PROVIDED, HOWEVER, that if there the Issuer, its successors or assigns shall well and truly pay, or cause to be paid paid, the principal of of, premium, if any, and Interest on the Class A Notes and the Class B Notes and the interest Bonds due or to become due on the Notesthereon, at the times and in the manner mentioned set forth in the Notes, Bonds according to the true intent and meaning thereof, and the Owner Trustee shall cause all Reimbursement Obligations the payments to be paid to made on the Note Insurer and payments shall be made into the Revenue Fund Bonds as required under this Indenture hereunder, or shall provide, as permitted herein, for the payment thereof by depositing with the Trustee the entire amount due or to become due thereon, and shall well and truly keepcause to be kept, perform performed and observe observed all the of its covenants and conditions pursuant to the terms of this Indenture to be kept, performed and observed by the Owner TrusteeIndenture, and the Owner Trustee shall pay or cause to be paid to the Indenture Trustee and all of its agents for the registration, authentication, transfer or exchange of Class A Notes and the Class B Notes all sums of money due or to become due to it or them in accordance with the terms and provisions hereof, then upon the final payment thereof this Indenture and the rights hereby granted shall cease, terminate determine and be void; otherwise, except as to the extent specifically provided in Article XIV VI hereof, ; otherwise this Indenture shall be and remain in full force and effect.. THIS INDENTURE FURTHER WITNESSETH, and it is expressly declared, that all Bonds issued and secured hereunder are to be issued, authenticated and delivered and all said Property, rights and interests, including, without limitation, the amounts payable under the Agreement and any other amounts hereby assigned and pledged are to be dealt with and disposed of under, upon and subject to the terms, conditions, stipulations, covenants, agreements, trusts, uses and purposes as herein expressed, subject to the limitations of Section 2.04 hereof, and the Issuer has agreed and covenanted and does hereby agree and covenant with the Trustee and with the respective holders and owners of the Bonds as follows:

GRANTING CLAUSE THIRD. The rights and benefits All of the Owner Trustee property, rights, title, interest, privileges and franchises of Mortgagor as lessee under the Servicing Agreement and the Limited Guaranty; GRANTING CLAUSE FOURTH Any recourse at lawall Facility Leases (including, in equity or by contract to the Seller, COAF or Dealers whether pursuant to the Contribution Agreement, the Transfer and Assignment Agreement, Dealer Agreements (to the extent related to permissible under the Receivables) or otherwise; and GRANTING CLAUSE FIFTH All proceeds of the conversion, voluntary or involuntary, of any of the foregoing into cash or other property whether now existing or hereinafter arising (collectivelyMarina Lease, the "Collateral"). Such Grants are made in trust, to secure payments of amounts due with respect to the Class A Notes and the Class B Notes ratably and without prejudice, priority or distinction between the Class A Notes and the Class B Notes (except that payments with respect to principal on the different Classes of Class A Notes shall be subject to the priority of payments set forth herein and payments of principal with respect to the Class B Notes shall be subordinate to payments of principal and interest with respect to the Class A Notes and to the Note Insurer's rights to Premiums and Reimbursement Obligations and payments of interest with respect to the Class B Notes shall be subordinate to payments of interest with respect to the Class A Notes, all to the extent provided hereinMarina Lease), and to secure together with (i) all credits, deposits, privileges and rights of Mortgagor as lessee under the payment of all amounts scheduled to be made on the Class A Notes and the Class B Notes as such amounts become due in accordance with their termsFacility Leases, now or at any time existing, (ii) the payment leaseholds and the leasehold estates created by the Facility Leases and (iii) all of all other sums payable the estates, rights, titles, claims or demands whatsoever of Mortgagor, either in accordance with law or in equity, in possession or in expectancy, of, in and to the provisions of this Indenture, Facility Leases and the Leased Facilities (including, but not limited to, Reimbursement Obligationsthe Leased Land as particularly described in annexed Schedule 2), together with (x) any and (iii) compliance with the provisions of this Indentureall other, all as provided further or additional title, estates, interests or rights which may at any time be acquired by Mortgagor in this Indenture. The Indenture Trustee acknowledges such Grants, accepts the trusts hereunder in accordance with the provisions of this Indenture, and agrees to perform the duties herein required pursuant or to the terms and provisions of this Indenture and subject to the conditions hereof to the end that the interests of the Holders of the Notes may be adequately and effectively protected. PROVIDED, HOWEVER, that if there shall well and truly be paid the principal of the Class A Notes and the Class B Notes and the interest due Leased Facilities or to become due on the Notes, at the times and in the manner mentioned in the Notes, according to the true intent and meaning any part thereof, and Mortgagor expressly agrees that if Mortgagor shall, at any time prior to payment in full of all indebtedness secured hereby, acquire fee simple title or any other greater estate to the Owner Trustee Leased Facilities, the lien of this Mortgage, subject to Permitted Encumbrances, shall cause attach, extend to, cover and be a lien upon such fee simple title or other greater estate and thereupon the lien of this Mortgage, subject to Permitted Encumbrances, shall be prior to the lien of any mortgage or deed of trust placed on such acquired title, estate, interest or right subsequent to the date of this Mortgage and (y) any right to possession or statutory term of years derived from, or incident to, the Facility Leases pursuant to Section 365(h) of the Code or any Comparable Provision. Granting Clause Fourth All of the rents, issues, profits, revenues, accounts, accounts receivable and other income and proceeds (including, without limitation, all Reimbursement Obligations rents, fees, charges, accounts, issues, profits, revenues and payments for or from (a) the use or occupancy of the rooms and other public facilities in the Hotel and (b) the operation of the Casino) of the property subjected or required to be paid subjected to the Note Insurer lien of this Mortgage, including, without limitation, the property described in Granting Clauses First, Third and payments shall Seventh (said property described in Granting Clauses First, Third and Seventh and similar other property subjected or required to be made into the Revenue Fund as required under this Indenture and shall well and truly keep, perform and observe all the covenants and conditions pursuant subjected to the terms lien of this Indenture Mortgage, together with all such rents, issues, profits, revenues, accounts, accounts receivable and other income and proceeds therefrom is hereinafter collectively referred to be kept, performed and observed by as the Owner Trustee, and the Owner Trustee shall pay or cause to be paid to the Indenture Trustee "Premises") and all of its agents for the registrationestate, authenticationright, transfer or exchange title and interest of Class A Notes every nature whatsoever of Mortgagor in and to the Class B Notes all sums of money due or to become due to it or them in accordance with the terms same and provisions hereof, then this Indenture and the rights hereby granted shall cease, terminate and be void; otherwise, except as provided in Article XIV hereof, this Indenture shall be and remain in full force and effectevery part thereof.

GRANTING CLAUSE THIRD. The rights All moneys, securities and benefits of obligations from time to time held by the Owner Trustee under the Servicing Agreement terms of this Indenture and the Limited Guaranty; GRANTING CLAUSE FOURTH Any recourse at law, in equity any and all real and personal property of every kind and nature from time to time hereafter by delivery or by contract writing of any kind conveyed, pledged, assigned or transferred, as and for additional security hereunder by the Authority or by anyone on its behalf or with its written consent to the SellerTrustee, COAF or Dealers whether pursuant which is hereby authorized to receive any and all such property at any and all times and to hold and apply the Contribution Agreement, the Transfer and Assignment Agreement, Dealer Agreements (to the extent related to the Receivables) or otherwise; and GRANTING CLAUSE FIFTH All proceeds of the conversion, voluntary or involuntary, of any of the foregoing into cash or other property whether now existing or hereinafter arising (collectively, the "Collateral"). Such Grants are made in trust, to secure payments of amounts due with respect to the Class A Notes and the Class B Notes ratably and without prejudice, priority or distinction between the Class A Notes and the Class B Notes (except that payments with respect to principal on the different Classes of Class A Notes shall be same subject to the priority of payments set forth herein and payments of principal terms hereof; except for moneys, securities or obligations deposited with respect or paid to the Class B Notes shall be subordinate to payments of principal and interest with respect to the Class A Notes and to the Note Insurer's rights to Premiums and Reimbursement Obligations and payments of interest with respect to the Class B Notes shall be subordinate to payments of interest with respect to the Class A Notes, all to the extent provided herein), and to secure (i) the Trustee for redemption or payment of all amounts scheduled Bonds which are deemed to be made on the Class A Notes and the Class B Notes as such amounts become due have been paid in accordance with their termsArticle IX hereof and funds held pursuant to Section 5.5 hereof, (ii) which shall be held by the payment of all other sums payable Trustee in accordance with the provisions of this Indenturesaid Article IX or Section 5.5, includingas the case may be. TO HAVE AND TO HOLD all of the same with all privileges and appurtenances hereby conveyed and assigned, but not limited toor agreed or intended so to be, Reimbursement Obligationsto the Trustee and its successors in said trusts and to them and their assigns forever; IN TRUST NEVERTHELESS, and (iii) compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee acknowledges such Grants, accepts the trusts hereunder in accordance with the provisions of this Indenture, and agrees to perform the duties herein required pursuant to upon the terms and provisions trusts herein set forth for the equal and proportionate benefit and security of all owners of the Bonds issued under and secured by this Indenture and subject without preference, priority or distinction as to lien of any Bonds over any other Bonds, except insofar as any sinking, amortization or other fund, or any terms or conditions of redemption or purchase, established under this Indenture may afford additional benefit or security for the conditions hereof to the end that the interests Bonds of the Holders of the Notes may be adequately and effectively protectedany particular series. PROVIDED, HOWEVER, that if there shall well and truly be paid the principal of the Class A Notes and the Class B Notes and the interest due or to become due on the Notes, at the times and in the manner mentioned in the Notes, according to the true intent and meaning thereof, and the Owner Trustee shall cause all Reimbursement Obligations to be paid to the Note Insurer and payments shall be made into the Revenue Fund as required under this Indenture and shall well and truly keep, perform and observe all the covenants and conditions pursuant to the terms of this Indenture to be kept, performed and observed by the Owner Trustee, and the Owner Trustee Authority shall pay or cause to be paid to the Indenture Trustee owners of the Bonds the principal of and all of its agents for the registrationpremium, authenticationif any, transfer or exchange of Class A Notes and the Class B Notes all sums of money due or interest to become due thereon at the times and in the manner stipulated therein, and if the Authority shall keep, perform and observe all and singular the covenants and promises in the Bonds and in this Indenture expressed as to be kept, performed and observed by it or them on its part, all as provided in accordance with and subject to the terms and provisions of Article IX hereof, then and in that case these presents and the estate and rights hereby granted, except as otherwise provided in Article IX, shall cease, determine and be void, and thereupon the Trustee shall cancel and discharge the lien of this Indenture and execute and deliver to the rights hereby granted Authority such instruments in writing as shall cease, terminate and be voidrequisite to evidence the discharge hereof pursuant to the provisions of said Article IX; otherwise, except as provided in Article XIV hereof, otherwise this Indenture shall to be and remain in full force and effect.. THIS INDENTURE FURTHER WITNESSETH, and it is expressly declared, that all Bonds issued and secured hereunder are to be issued, authenticated and delivered, and the Trust Estate and the other estate and rights hereby granted, are to be dealt with and disposed of, under, upon and subject to the terms, conditions, stipulations, covenants, agreements, trusts, uses and purposes as hereinafter expressed, and the Authority has agreed and covenanted, and does hereby agree and covenant, with the Trustee and with the respective owners, from time to time, of the Bonds, as follows:

GRANTING CLAUSE THIRD. The rights Any and benefits all other property, rights, and interests of every kind and nature from time to time hereafter by delivery or by writing of any kind granted, alienated, demised, released, conveyed, assigned, transferred, mortgaged, pledged, hypothecated, or otherwise subjected hereto, as and for additional security herewith, by Issuer or any other person on its behalf or with its written consent, to Trustee and Trustee is hereby authorized to receive any and all property thereof at any and all times and to hold and apply the same subject to the terms hereof. TO HAVE AND TO HOLD all and singular the Trust Estate, whether now owned or hereafter acquired, unto Trustee and its successors in said trust and assigns forever; IN TRUST NEVERTHELESS, upon the terms and trusts herein set forth for the equal and proportionate benefit, security, and protection of all present and future Owners of the Owner Trustee Debentures, from time to time, issued under the Servicing Agreement and the Limited Guaranty; GRANTING CLAUSE FOURTH Any recourse at lawsecured by this Indenture without privilege, in equity priority, or by contract distinction as to the Seller, COAF lien or Dealers whether pursuant to the Contribution Agreement, the Transfer and Assignment Agreement, Dealer Agreements (to the extent related to the Receivables) or otherwise; and GRANTING CLAUSE FIFTH All proceeds of the conversion, voluntary or involuntary, otherwise of any of the foregoing into cash or other property whether now existing or hereinafter arising (collectively, the "Collateral"). Such Grants are made in trust, to secure payments of amounts due with respect to the Class A Notes and the Class B Notes ratably and without prejudice, priority or distinction between the Class A Notes and the Class B Notes (except that payments with respect to principal on the different Classes of Class A Notes shall be subject to the priority of payments set forth herein and payments of principal with respect to the Class B Notes shall be subordinate to payments of principal and interest with respect to the Class A Notes and to the Note Insurer's rights to Premiums and Reimbursement Obligations and payments of interest with respect to the Class B Notes shall be subordinate to payments of interest with respect to the Class A Notes, all to the extent provided herein), and to secure (i) the payment of all amounts scheduled to be made on the Class A Notes and the Class B Notes as such amounts become due in accordance with their terms, (ii) the payment of all other sums payable in accordance with the provisions of this Indenture, including, but not limited to, Reimbursement Obligations, and (iii) compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee acknowledges such Grants, accepts the trusts hereunder in accordance with the provisions of this Indenture, and agrees to perform the duties herein required pursuant to the terms and provisions of this Indenture and subject to the conditions hereof to the end that the interests Debentures over any of the Holders of the Notes may be adequately and effectively protected. other Debentures; PROVIDED, HOWEVER, that if there Issuer, its successors or assigns, shall well and truly pay, or cause to be paid paid, the principal of and interest on the Class A Notes and the Class B Notes and the interest Debentures due or to become due on the Notesthereon, at the times and in the manner mentioned set forth in the Notes, Debentures according to the true intent and meaning thereof, and the Owner Trustee shall cause all Reimbursement Obligations the payments to be paid to made on the Note Insurer and payments shall be made into the Revenue Fund Debentures as required under this Indenture Article II hereof, or shall provide, as permitted hereby, for the payment thereof by depositing with Trustee the entire amount due or to become due thereon, and shall well and truly keepcause to be kept, perform performed, and observe observed all the of its covenants and conditions pursuant to the terms of this Indenture to be kept, performed and observed by the Owner TrusteeIndenture, and the Owner Trustee shall pay or cause to be paid to the Indenture Trustee and all of its agents for the registration, authentication, transfer or exchange of Class A Notes and the Class B Notes all sums of money due or to become due to it or them in accordance with the terms and provisions hereof, then upon the final payment thereof this Indenture and the rights hereby granted shall cease, terminate determine, and be void; otherwise, except as provided in Article XIV hereof, otherwise this Indenture shall be and remain in full force and effect., THIS INDENTURE FURTHER WITNESSETH, and it is expressly declared, that all Debentures issued and secured hereunder are to be issued, authenticated, and delivered and all said property, rights, and interests, and any other amounts hereby assigned and pledged are to be dealt with and disposed of under, upon, and subject to the terms, conditions, stipulations, covenants, agreements, trusts, uses, and purposes as herein expressed, and Issuer has agreed and covenanted, and does hereby agree and covenant, with Trustee and with the Owners of the Debentures as follows:

GRANTING CLAUSE THIRD. The rights and benefits All of the Owner Trustee property, rights, title, interest, privileges and franchises of Mortgagor as lessee under the Servicing Agreement and the Limited Guaranty; GRANTING CLAUSE FOURTH Any recourse at lawall Facility Leases (including, in equity or by contract to the Seller, COAF or Dealers whether pursuant to the Contribution Agreement, the Transfer and Assignment Agreement, Dealer Agreements (to the extent related permissible to the Receivables) or otherwise; and GRANTING CLAUSE FIFTH All proceeds of Landlord under the conversion, voluntary or involuntary, of any of the foregoing into cash or other property whether now existing or hereinafter arising (collectivelyMarina Lease, the "Collateral"). Such Grants are made in trust, to secure payments of amounts due with respect to the Class A Notes and the Class B Notes ratably and without prejudice, priority or distinction between the Class A Notes and the Class B Notes (except that payments with respect to principal on the different Classes of Class A Notes shall be subject to the priority of payments set forth herein and payments of principal with respect to the Class B Notes shall be subordinate to payments of principal and interest with respect to the Class A Notes and to the Note Insurer's rights to Premiums and Reimbursement Obligations and payments of interest with respect to the Class B Notes shall be subordinate to payments of interest with respect to the Class A Notes, all to the extent provided hereinMarina Lease), and to secure together with (i) all credits, deposits, privileges and rights of Mortgagor as lessee under the payment of all amounts scheduled to be made on the Class A Notes and the Class B Notes as such amounts become due in accordance with their termsFacility Leases, now or at any time existing, (ii) the payment leaseholds and the leasehold estates created by the Facility Leases and (iii) all of all other sums payable the estates, rights, titles, claims or demands whatsoever of Mortgagor, either in accordance with law or in equity, in possession or in expectancy, of, in and to the provisions of this Indenture, Facility Leases and the Leased Facilities (including, but not limited to, Reimbursement Obligationsthe Leased Land particularly described in annexed Schedule 2), together with (x) any and (iii) compliance with the provisions of this Indentureall other, all as provided further or additional title, estates, interests or rights which may at any time be acquired by Mortgagor in this Indenture. The Indenture Trustee acknowledges such Grants, accepts the trusts hereunder in accordance with the provisions of this Indenture, and agrees to perform the duties herein required pursuant or to the terms and provisions of this Indenture and subject to the conditions hereof to the end that the interests of the Holders of the Notes may be adequately and effectively protected. PROVIDED, HOWEVER, that if there shall well and truly be paid the principal of the Class A Notes and the Class B Notes and the interest due Leased Facilities or to become due on the Notes, at the times and in the manner mentioned in the Notes, according to the true intent and meaning any part thereof, and Mortgagor expressly agrees that if Mortgagor shall, at any time prior to payment in full of all indebtedness secured hereby, acquire fee simple title or any other greater estate to the Owner Trustee Leased Facilities, the lien of this TCHI Note Guarantee Mortgage shall cause attach, extend to, cover and be a lien upon such fee simple title or other greater estate and thereupon the lien of this TCHI Note Guarantee Mortgage, subject to Permitted Encumbrances, shall be prior to the lien of any mortgage or deed of trust placed on such acquired title, estate, interest or right subsequent to the date of this TCHI Note Guarantee Mortgage and (y) any right to possession or statutory term of years derived from, or incident to, the Facility Leases pursuant to Section 365(h) of the Code or any Comparable Provision. Granting Clause Fourth All of the rents, issues, profits, revenues, accounts, accounts receivable and other income and proceeds (including, without limitation, all Reimbursement Obligations rents, fees, charges, accounts, issues, profits, revenues and payments for or from (a) the use or occupancy of the rooms and other public facilities in the Hotel and (b) the operation of the Casino) of the property subjected or required to be paid subjected to the lien of this TCHI Note Insurer Guarantee Mortgage, including, without limitation, the property described in Granting Clauses First, Third and payments shall Seventh (said property described in Granting Clauses First, Third and Seventh and similar other property subjected or required to be made into the Revenue Fund as required under this Indenture and shall well and truly keep, perform and observe all the covenants and conditions pursuant subjected to the terms lien of this Indenture TCHI Note Guarantee Mortgage, together with all such rents, issues, profits, revenues, accounts, accounts receivable and other income and proceeds therefrom is hereinafter collectively referred to be kept, performed and observed by as the Owner Trustee, and the Owner Trustee shall pay or cause to be paid to the Indenture Trustee "Premises") and all of its agents for the registrationestate, authenticationright, transfer or exchange title and interest of Class A Notes every nature whatsoever of Mortgagor in and to the Class B Notes all sums of money due or to become due to it or them in accordance with the terms same and provisions hereof, then this Indenture and the rights hereby granted shall cease, terminate and be void; otherwise, except as provided in Article XIV hereof, this Indenture shall be and remain in full force and effectevery part thereof.

GRANTING CLAUSE THIRD. The rights and benefits of the Owner Trustee under the Servicing Agreement and the Limited Guaranty; GRANTING CLAUSE FOURTH Any recourse at law, in equity or by contract to the Seller, COAF or Dealers whether pursuant to the Contribution Agreement, the Transfer and Assignment Agreement, Dealer Agreements (to the extent related to the Receivables) or otherwise; and GRANTING CLAUSE FIFTH All proceeds of the conversion, voluntary or involuntary, of any of the foregoing into cash or other property whether now existing or hereinafter arising (collectively, the "Collateral"). Such Grants are made in trust, to secure payments of amounts due with respect to the Class A Notes and the Class B Notes ratably and without prejudice, priority or distinction between the Class A Notes and the Class B Notes (except that payments with respect to principal on the different Classes of Class A Notes shall be subject to the priority of payments set forth herein and payments of principal with respect to the Class B Notes shall be subordinate to payments of principal and interest with respect to the Class A Notes and to the Note Insurer's rights to Premiums and Reimbursement Obligations and payments of interest with respect to the Class B Notes shall be subordinate to payments of interest with respect to the Class A Notes, all to the extent provided herein), and to secure (i) the payment of all amounts scheduled to be made on the Class A Notes and the Class B Notes as such amounts become due in accordance with their terms, (ii) the payment of all amounts payable to the Swap Counterparty under the Interest Rate Swap Agreement, (iii) the payment of all other sums payable in accordance with the provisions of this Indenture, including, but not limited to, Reimbursement ObligationsObligations and reimbursements to the Note Insurer for Swap Termination Payments paid under the Swap Policy, and (iiiiv) compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee acknowledges such Grants, accepts the trusts hereunder in accordance with the provisions of this Indenture, and agrees to perform the duties herein required pursuant to the terms and provisions of this Indenture and subject to the conditions hereof to the end that the interests of the Holders of the Notes may be adequately and effectively protected. PROVIDED, HOWEVER, that if there shall well and truly be paid the principal of the Class A Notes and the Class B Notes and the interest due or to become due on the Notes, at the times and in the manner mentioned in the Notes, according to the true intent and meaning thereof, the Interest Rate Swap Agreement shall be terminated and all amounts payable thereunder to the Swap Counterparty shall be paid in full and the Owner Trustee shall cause all Reimbursement Obligations and reimbursement for all Swap Termination Payments paid under the Swap Policy to be paid to the Note Insurer and payments shall be made into the Revenue Fund as required under this Indenture and shall well and truly keep, perform and observe all the covenants and conditions pursuant to the terms of this Indenture to be kept, performed and observed by the Owner Trustee, and the Owner Trustee shall pay or cause to be paid to the Indenture Trustee and all of its agents for the registration, authentication, transfer or exchange of the Class A Notes and the Class B Notes all sums of money due or to become due to it or them in accordance with the terms and provisions hereof, then this Indenture and the rights hereby granted shall cease, terminate and be void; otherwise, except as provided in Article XIV hereof, this Indenture shall be and remain in full force and effect.

GRANTING CLAUSE THIRD. The rights and benefits All of the Owner Trustee property, rights, title, interest, privileges and franchises of Mortgagor as lessee under the Servicing Agreement and the Limited Guaranty; GRANTING CLAUSE FOURTH Any recourse at lawall Facility Leases (including, in equity or by contract to the Seller, COAF or Dealers whether pursuant to the Contribution Agreement, the Transfer and Assignment Agreement, Dealer Agreements (to the extent related to permissible under the Receivables) or otherwise; and GRANTING CLAUSE FIFTH All proceeds of the conversion, voluntary or involuntary, of any of the foregoing into cash or other property whether now existing or hereinafter arising (collectivelyMarina Lease, the "Collateral"). Such Grants are made in trust, to secure payments of amounts due with respect to the Class A Notes and the Class B Notes ratably and without prejudice, priority or distinction between the Class A Notes and the Class B Notes (except that payments with respect to principal on the different Classes of Class A Notes shall be subject to the priority of payments set forth herein and payments of principal with respect to the Class B Notes shall be subordinate to payments of principal and interest with respect to the Class A Notes and to the Note Insurer's rights to Premiums and Reimbursement Obligations and payments of interest with respect to the Class B Notes shall be subordinate to payments of interest with respect to the Class A Notes, all to the extent provided hereinMarina Lease), and to secure together with (i) all credits, deposits, privileges and rights of Mortgagor as lessee under the payment of all amounts scheduled to be made on the Class A Notes and the Class B Notes as such amounts become due in accordance with their termsFacility Leases, now or at any time existing, (ii) the payment leaseholds and the leasehold estates created by the Facility Leases and (iii) all of all other sums payable the estates, rights, titles, claims or demands whatsoever of Mortgagor, either in accordance with law or in equity, in possession or in expectancy, of, in and to the provisions of this Indenture, Facility Leases and the Leased Facilities (including, but not limited to, Reimbursement Obligationsthe Leased Land particularly described in annexed Schedule 2), together with (x) any and (iii) compliance with the provisions of this Indentureall other, all as provided further or additional title, estates, interests or rights which may at any time be acquired by Mortgagor in this Indenture. The Indenture Trustee acknowledges such Grants, accepts the trusts hereunder in accordance with the provisions of this Indenture, and agrees to perform the duties herein required pursuant or to the terms and provisions of this Indenture and subject to the conditions hereof to the end that the interests of the Holders of the Notes may be adequately and effectively protected. PROVIDED, HOWEVER, that if there shall well and truly be paid the principal of the Class A Notes and the Class B Notes and the interest due Leased Facilities or to become due on the Notes, at the times and in the manner mentioned in the Notes, according to the true intent and meaning any part thereof, and Mortgagor expressly agrees that if Mortgagor shall, at any time prior to payment in full of all indebtedness secured hereby, acquire fee simple title or any other greater estate to the Owner Trustee Leased Facilities, the lien of this Senior Guarantee Mortgage shall cause attach, extend to, cover and be a lien upon such fee simple title or other greater estate and thereupon the lien of this Senior Guarantee Mortgage, subject to Permitted Encumbrances, shall be prior to the lien of any mortgage or deed of trust placed on such acquired title, estate, interest or right subsequent to the date of this Senior Guarantee Mortgage and (y) any right to possession or statutory term of years derived from, or incident to, the Facility Leases pursuant to Section 365(h) of the Code or any Comparable Provision. Granting Clause Fourth All of the rents, issues, profits, revenues, accounts, accounts receivable and other income and proceeds (including, without limitation, all Reimbursement Obligations rents, fees, charges, accounts, issues, profits, revenues and payments for or from (a) the use or occupancy of the rooms and other public facilities in the Hotel and (b) the operation of the Casino) of the property subjected or required to be paid subjected to the Note Insurer lien of this Senior Guarantee Mortgage, including, without limitation, the property described in Granting Clauses First, Third and payments shall Seventh (said property described in Granting Clauses First, Third and Seventh and similar other property subjected or required to be made into the Revenue Fund as required under this Indenture and shall well and truly keep, perform and observe all the covenants and conditions pursuant subjected to the terms lien of this Indenture Senior Guarantee Mortgage, together with all such rents, issues, profits, revenues, accounts, accounts receivable and other income and proceeds therefrom is hereinafter collectively referred to be kept, performed and observed by as the Owner Trustee, and the Owner Trustee shall pay or cause to be paid to the Indenture Trustee "Premises") and all of its agents for the registrationestate, authenticationright, transfer or exchange title and interest of Class A Notes every nature whatsoever of Mortgagor in and to the Class B Notes all sums of money due or to become due to it or them in accordance with the terms same and provisions hereof, then this Indenture and the rights hereby granted shall cease, terminate and be void; otherwise, except as provided in Article XIV hereof, this Indenture shall be and remain in full force and effectevery part thereof.

GRANTING CLAUSE THIRD. The rights and benefits of the Owner Trustee under the Servicing Agreement and the Limited Guaranty; GRANTING CLAUSE FOURTH Any recourse at law, in equity or by contract to the Seller, COAF or Dealers whether pursuant to the Contribution Agreement, the Transfer and Assignment Agreement, Dealer Agreements (to the extent related to the Receivables) or otherwise; and GRANTING CLAUSE FIFTH All proceeds of the conversion, voluntary or involuntary, of any of the foregoing into cash or other property whether now existing or hereinafter arising (collectively, the "Collateral"). Such Grants are made in trust, to secure payments of amounts due with respect to the Class A Notes and the Class B Notes ratably and without prejudice, priority or distinction between the Class A Notes and the Class B Notes (except that payments with respect to principal on the different Classes of Class A Notes shall be subject to the priority of payments set forth herein and payments of principal with respect to the Class B Notes shall be subordinate to payments of principal and interest with respect to the Class A Notes and to the Note Insurer's rights to Premiums and Reimbursement Obligations and payments of interest with respect to the Class B Notes shall be subordinate to payments of interest with respect to the Class A Notes, all to the extent provided herein), and to secure (i) the payment of all amounts scheduled to be made on the Class A Notes and the Class B Notes as such amounts become due in accordance with their terms, (ii) the payment of all amounts payable to the Swap Counterparty under the Interest Rate Swap Agreement, (iii) the payment of all other sums payable in accordance with the provisions of this Indenture, including, but not limited to, Reimbursement ObligationsObligations and reimbursements to the Note Insurer for Swap Termination Payments paid under the Swap Policy, and (iiiiv) compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee acknowledges such Grants, accepts the trusts hereunder in accordance with the provisions of this Indenture, and agrees to perform the duties herein required pursuant to the terms and provisions of this Indenture and subject to the conditions hereof to the end that the interests of the Holders of the Notes may be adequately and effectively protected. PROVIDED, HOWEVER, that if there shall well and truly be paid the principal of the Class A Notes and the Class B Notes and the interest due payable or to become due payable on the Notes, at the times and in the manner mentioned in the Notes, according to the true intent and meaning thereof, the Interest Rate Swap Agreement shall be terminated and all amounts payable thereunder to the Swap Counterparty shall be paid in full and the Owner Trustee shall cause all Reimbursement Obligations and reimbursement for all Swap Termination Payments paid under the Swap Policy to be paid to the Note Insurer and payments shall be made into the Revenue Fund as required under this Indenture and shall well and truly keep, perform and observe all the covenants and conditions pursuant to the terms of this Indenture to be kept, performed and observed by the Owner Trustee, and the Owner Trustee shall pay or cause to be paid to the Indenture Trustee and all of its agents for the registration, authentication, transfer or exchange of the Class A Notes and the Class B Notes all sums of money due or to become due to it or them in accordance with the terms and provisions hereof, then this Indenture and the rights hereby granted shall cease, terminate and be void; otherwise, except as provided in Article XIV hereof, this Indenture shall be and remain in full force and effect.

GRANTING CLAUSE THIRD. The rights and benefits of earnings derived from the Owner Trustee under the Servicing Agreement and the Limited Guaranty; GRANTING CLAUSE FOURTH Any recourse at law, in equity or by contract to the Seller, COAF or Dealers whether pursuant to the Contribution Agreement, the Transfer and Assignment Agreement, Dealer Agreements (to the extent related to the Receivables) or otherwise; and GRANTING CLAUSE FIFTH All proceeds of the conversion, voluntary or involuntary, investment of any of the foregoing into cash sums (except amounts on deposit in and rebatable arbitrage required to be deposited in the Rebate Fund) as provided herein. TO HAVE AND TO HOLD all the Trust Estate, together with all rights and privileges hereby transferred, pledged, assigned and/or granted or other property whether now existing agreed or hereinafter arising (collectively, the "Collateral"). Such Grants are made in trustintended so to be, to secure payments of amounts due with respect to the Class A Notes Trustee and the Class B Notes ratably its successors and without prejudice, priority or distinction between the Class A Notes and the Class B Notes (except that payments with respect to principal on the different Classes of Class A Notes shall be subject to the priority of payments set forth herein and payments of principal with respect to the Class B Notes shall be subordinate to payments of principal and interest with respect to the Class A Notes assigns in trust and to them and their assigns forever; IN TRUST NEVERTHELESS, upon the Note Insurer's rights to Premiums terms and Reimbursement Obligations trusts herein set forth, first for the equal and payments of interest with respect to the Class B Notes shall be subordinate to payments of interest with respect to the Class A Notesproportionate benefit, all to the extent provided herein)security, and to secure (i) the payment protection of all amounts scheduled Holders from time to be made on time of the Class A Notes Bonds other than the Holders of the Subordinated Bonds issued under and the Class B Notes as such amounts become due in accordance with their terms, (ii) the payment of all other sums payable in accordance with the provisions of secured by this Indenture, includingwithout privilege, but not limited topriority, Reimbursement Obligations, and (iii) compliance with the provisions of this Indenture, all or distinction as provided in this Indenture. The Indenture Trustee acknowledges such Grants, accepts the trusts hereunder in accordance with the provisions of this Indenture, and agrees to perform the duties herein required pursuant to the terms lien or otherwise of any of the Bonds over any of the others except as otherwise provided herein and provisions of this Indenture and subject to second for the conditions hereof to the end that the interests benefit of the Holders of the Notes may be adequately Subordinated Bonds, all as herein provided, and effectively protected. for the uses and purposes and upon the terms, agreements, and conditions set forth herein; PROVIDED, HOWEVER, that if there the Issuer, its successors or assigns, shall well and truly pay, or cause to be paid paid, or provide fully for payment as herein provided of the principal of the Class A Notes and the Class B Notes Bonds and the interest due or to become due on the Notesthereon (together with premium, if any), at the times time and in the manner mentioned set forth in the Notes, Bonds according to the true intent and meaning thereof, and shall make the Owner Trustee shall cause all Reimbursement Obligations to be paid to the Note Insurer and payments shall be made into the Revenue Bond Fund as required under this Indenture Article 5 hereof or shall provide, as permitted hereby, for the payment thereof by depositing with the Trustee sums sufficient for payment of the entire amount due or to become due thereon as herein provided, and shall well and truly keep, perform and observe all the covenants and conditions pursuant to the terms of this Indenture to be kept, performed and observed by the Owner Trusteeit, and the Owner Trustee shall pay or cause to be paid to the Indenture Trustee and all of its agents for the registration, authentication, transfer or exchange of Class A Notes and the Class B Notes all sums of money due or to become due to it or them in accordance with the terms and provisions hereofhereof and of the Loan Documents, then this Indenture and the rights hereby granted shall cease, terminate terminate, and be void; otherwise, void except as otherwise provided in Article XIV hereofherein. THIS INDENTURE FURTHER WITNESSETH, this Indenture shall and it is expressly declared and agreed by the parties hereto, that all Bonds issued and secured hereunder are to be issued, authenticated (to the extent required), and remain in full force delivered and effect.that all the Trust Estate is to be held and applied under, upon and subject to the terms, conditions, stipulations, covenants, agreements, trusts, uses, and purposes as hereinafter expressed, and the Issuer has agreed and covenanted, and does hereby agree and covenant, with the Trustee for the benefit of the Holders, as follows: