Common use of SECURED Clause in Contracts

SECURED. PARTY APPOINTED ATTORNEY-IN-FACT. Grantor hereby irrevocably appoints Secured Party as Grantor's attorney-in-fact, with full authority in the place and stead of Grantor and in the name of Grantor, Secured Party or otherwise, from time to time in Secured Party's discretion to take any action and to execute any instrument that Secured Party may deem necessary or advisable to accomplish the purposes of this Agreement, including without limitation: (a) to ask for, demand, collect, xxx for, recover, compound, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral; (b) to receive, endorse and collect any drafts or other instruments, documents and chattel paper in connection with clause (a) above; (c) to file any claims or take any action or institute any proceedings (including, without limitation, any proceeding before any Nevada Gaming Authority) that Secured Party may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of Secured Party with respect to any of the Collateral; (d) to pay or discharge taxes or Liens (other than Liens permitted under this Agreement) levied or placed upon or threatened against the Collateral, the legality or validity thereof and the amounts necessary to discharge the same to be determined by Secured Party in its sole discretion, any such payments made by Secured Party to become obligations of Grantor to Secured Party, due and payable immediately without demand; and (e) upon the occurrence and during the continuation of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though Secured Party were the absolute owner thereof for all purposes, and to do, at Secured Party's option and Grantor's expense, at any time or from time to time, all acts and things that Secured Party deems necessary to protect, preserve or realize upon the Collateral and Secured Party's security interest therein in order to effect the intent of this Agreement, all as fully and effectively as Grantor might do.

SECURED. PARTY APPOINTED ATTORNEY-IN-FACT. Grantor Debtor hereby irrevocably appoints Secured Party as Grantor's its attorney-in-fact, with full authority in the place and stead of Grantor Debtor and in the name of GrantorDebtor, Secured Party or otherwise, from time to time in Secured Party's discretion to take any action and to execute any instrument that Secured Party may deem necessary or advisable after the occurrence and during the continuation of an Event of Default to accomplish the purposes of this Agreement, including including, without limitation: (a) to ask forobtain and adjust insurance required to be paid to Secured Party; (b) to ask, demand, collect, xxx for, recover, compound, receive and give acquittance and receipts for moneys monies due and to become due under or in respect of any of the Collateral; (b) to receive, endorse and collect any drafts or other instruments, documents and chattel paper in connection with clause (a) above; (c) to file any claims or take any action or institute any proceedings (including, without limitation, any proceeding before any Nevada Gaming Authority) that Secured Party may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of Secured Party with respect to any of the Collateral; (d) to pay or discharge taxes or Liens (other than Liens permitted under this Agreement) liens, levied or placed upon or threatened against the Collateral, the legality or validity thereof and the amounts necessary to discharge the same to be determined by Secured Party in its sole discretion, any and such payments made by Secured Party to become obligations of Grantor to Secured PartyDebtor, due and payable immediately without demanddemand and secured by the Security Interests; and (e) upon the occurrence and during the continuation of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though Secured Party were the absolute owner thereof for all purposes, and to do, at Secured Party's option and GrantorDebtor's expense, at any time or from time to time, all acts and things that Secured Party deems necessary to protect, preserve or realize upon the Collateral and Collateral. Neither Secured Party nor any Person designated by Secured Party shall be liable for any acts or omissions or for any error of judgment or mistake of fact or law other than as a result of Secured Party's security interest therein or such Person's gross negligence or willful misconduct. This power, being coupled with an interest, is irrevocable so long as this Agreement shall remain in order to effect the intent of this Agreement, all as fully and effectively as Grantor might doforce.

SECURED. PARTY APPOINTED ATTORNEY-IN-FACT. Grantor hereby irrevocably appoints Secured Party as Grantor's attorney-in-fact, with full authority in the place and stead of Grantor and in the name of Grantor, Secured Party or otherwise, from time to time in Secured Party's discretion to take any action and to execute any instrument that Secured Party may deem necessary or advisable to accomplish the purposes of this Agreement, including without limitation:: 319 (a) to endorse Grantor's name on all applications, documents, papers and instruments necessary for Secured Party in the use or maintenance of the Collateral; (b) to ask for, demand, collect, xxx forsue xxx, recover, compound, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral; (bc) to receive, endorse and collect any drafts or other instruments, documents and chattel paper in connection with clause (ab) above; (cd) to file any claims or take any action or institute any proceedings (including, without limitation, any proceeding before any Nevada Gaming Authority) that Secured Party may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of Secured Party with respect to any of the Collateral; (de) to pay or discharge taxes or Liens (other than Liens permitted under this Agreement or the Credit Agreement) levied or placed upon or threatened against the Collateral, the legality or validity thereof and the amounts necessary to discharge the same to be determined by Secured Party in its sole discretion, any such payments made by Secured Party to become obligations of Grantor to Secured Party, due and payable immediately without demand; and (ei) upon to execute and deliver any of the occurrence assignments or documents requested by Secured Party pursuant to Section 16(b), (ii) to grant or issue an exclusive or non-exclusive license to the Collateral or any portion thereof to any Person, and during the continuation of an Event of Default, (iii) otherwise generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though Secured Party were the absolute owner thereof for all purposes, and to do, at Secured Party's option and Grantor's expense, at any time or from time to time, all acts and things that Secured Party reasonably deems necessary to protect, preserve or realize upon the Collateral and Secured Party's security interest therein in order to effect the intent of this Agreement, all as fully and effectively as Grantor might do. Secured Party shall not exercise any powers granted pursuant to this appointment as attorney-in-fact at any time (i) that Grantor is fully performing its obligations hereunder and (ii) that no Event of Default has occurred and is then continuing. This appointment as attorney-in-fact shall terminate upon the termination of this Agreement pursuant to Section 19.

SECURED. PARTY APPOINTED ATTORNEY-IN-FACT. Each Grantor hereby irrevocably appoints Secured Party as such Grantor's attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor, Secured Party or otherwise, from time to time in Secured Party's discretion to take any action and to execute any instrument that Secured Party may deem necessary or advisable to accomplish the purposes of this Agreement, including without limitation: (a) to obtain and adjust insurance required to be maintained by such Grantor or paid to Secured Party pursuant to Section 8; (b) to ask for, demand, collect, xxx for, recover, compound, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral; (bc) to receive, endorse and collect any drafts or other instruments, documents and chattel paper in connection with clause clauses (a) and (b) above; (cd) to file any claims or take any action or institute any proceedings (including, without limitation, any proceeding before any Nevada Gaming Authority) that Secured Party may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of Secured Party with respect to any of the Collateral; (de) to pay or discharge taxes or Liens (other than Liens permitted under this Agreement or the Credit Agreement) levied or placed upon or threatened against the Collateral, the legality or validity thereof and the amounts necessary to discharge the same to be determined by Secured Party in its sole discretion, any such payments made by Secured Party to become obligations of Grantor Grantors to Secured Party, due and payable immediately without demand; (f) to sign and endorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with Accounts and other documents relating to the Collateral; and (eg) upon the occurrence and during the continuation continuance of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though Secured Party were the absolute owner thereof for all purposes, and to do, at Secured Party's option and Grantor's Grantors' expense, at any time or from time to time, all acts and things that Secured Party deems necessary to protect, preserve or realize upon the Collateral and Secured Party's security interest therein in order to effect the intent of this Agreement, all as fully and effectively as Grantor Grantors might do.

SECURED. PARTY APPOINTED ATTORNEY-IN-FACT. Grantor hereby irrevocably appoints Secured Party as Grantor's attorney-in-fact, with full authority in the place and stead of Grantor and in the name of Grantor, Secured Party or otherwise, from time to time in Secured Party's discretion to take any action and to execute any instrument that Secured Party may deem necessary or advisable to accomplish the purposes of this Agreement, including including, without limitation: (a) to endorse Grantor's name on all applications, documents, papers and instruments necessary for Secured Party in the use or maintenance of the Collateral; (b) to ask for, demand, collect, xxx for, recover, compound, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral; (bc) to receive, endorse and collect any drafts or other instruments, documents and chattel paper in connection with clause (ab) above; (cd) to file any claims or take any action or institute any proceedings (including, without limitation, any proceeding before any Nevada Gaming Authority) that Secured Party may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of Secured Party with respect to any of the Collateral; (de) to pay or discharge taxes or Liens (other than Liens permitted under this Agreement or the Credit Agreement) levied or placed upon or threatened against the Collateral, the legality or validity thereof and the amounts necessary to discharge the same to be determined by Secured Party in its sole discretion, any such payments made by Secured Party to become obligations of Grantor to Secured Party, due and payable immediately without demand; and (ef) upon the occurrence and during the continuation of an Event of Default, (i) to execute and deliver any of the assignments or documents requested by Secured Party pursuant to Section 16(b), (ii) to grant or issue an exclusive or non-exclusive license to the Collateral or any portion thereof to any Person, and (iii) otherwise generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though Secured Party were the absolute owner thereof for all purposes, and to do, at Secured Party's option and Grantor's expense, at any time or from time to time, all acts and things that Secured Party deems necessary to protect, preserve or realize upon the Collateral and Secured Party's security interest therein in order to effect the intent of this Agreement, all as fully and effectively as Grantor might do.

SECURED. PARTY APPOINTED ATTORNEY-IN-FACT. Grantor hereby irrevocably appoints Secured Party as Grantor's attorney-in-fact, with full authority in the place and stead of Grantor and in the name of Grantor, Secured Party or otherwise, from time to time in Secured Party's discretion to take any action and to execute any instrument that Secured Party may deem necessary or advisable to accomplish the purposes of this Agreement, including without limitation: (a) to endorse Grantor's name on all applications, documents, papers and instruments necessary for Secured Party in the use or maintenance of the Collateral; (b) to ask for, demand, collect, xxx forsue xxx, recover, compound, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral; (bc) to receive, endorse and collect any drafts or other instruments, documents and chattel paper in connection with clause (ab) above; (cd) to file any claims or take any action or institute any proceedings (including, without limitation, any proceeding before any Nevada Gaming Authority) that Secured Party may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of Secured Party with respect to any of the Collateral; (de) to pay or discharge taxes or Liens (other than Liens permitted under this Agreement or the Credit Agreement) levied or placed upon or threatened against the Collateral, the legality or validity thereof and the amounts necessary to discharge the same to be determined by Secured Party in its sole discretion, any such payments made by Secured Party to become obligations of Grantor to Secured Party, due and payable immediately without demand; and (e) upon the occurrence and during the continuation of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though Secured Party were the absolute owner thereof for all purposes, and to do, at Secured Party's option and Grantor's expense, at any time or from time to time, all acts and things that Secured Party deems necessary to protect, preserve or realize upon the Collateral and Secured Party's security interest therein in order to effect the intent of this Agreement, all as fully and effectively as Grantor might do.

SECURED. PARTY APPOINTED ATTORNEY-IN-FACT. Grantor hereby irrevocably appoints Secured Party as Grantor's attorney-in-fact, with full authority in the place and stead of Grantor and in the name of Grantor, Secured Party or otherwise, from time to time in Secured Party's discretion to take any action and to execute any instrument that Secured Party may deem necessary or advisable to accomplish the purposes of this Agreement, including including, without limitation: (a) to obtain and adjust insurance required to be maintained by Grantor or paid to Secured Party pursuant to Section 8; (b) to ask for, demand, collect, xxx for, recover, compound, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral; (bc) to receive, endorse and collect any drafts or other instruments, documents and chattel paper in connection with clause clauses (a) and (b) above; (cd) to file any claims or take any action or institute any proceedings (including, without limitation, any proceeding before any Nevada Gaming Authority) that Secured Party may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of Secured Party with respect to any of the Collateral; (de) to pay or discharge taxes or Liens (other than Liens permitted under this Agreement or the Credit Agreement) levied or placed upon or threatened against the Collateral, the legality or validity thereof and the amounts necessary to discharge the same to be determined by Secured Party in its sole discretion, any such payments made by Secured Party to become obligations of Grantor to Secured Party, due and payable immediately without demand; (f) to sign and endorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with Accounts and other documents relating to the Collateral; and (eg) upon the occurrence and during the continuation of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though Secured Party were the absolute owner thereof for all purposes, and to do, at Secured Party's option and Grantor's expense, at any time or from time to time, all acts and things that Secured Party deems necessary to protect, preserve or realize upon the Collateral and Secured Party's security interest therein in order to effect the intent of this Agreement, all as fully and effectively as Grantor might do.

SECURED. PARTY APPOINTED PARTIES’ APPOINTMENT AS ATTORNEY-IN-FACT. ; PERFORMANCE BY SECURED PARTIES. (a) Subject to Section 6(b) below, Grantor hereby irrevocably constitutes and appoints the Secured Party Parties, and any officer or agent of Secured Parties, with full power of substitution, as Grantor's its true and lawful attorney-in-factfact with full, with full irrevocable power and authority in the place and stead of Grantor and in the name of Grantor, Secured Party Grantor or otherwisein its own name, from time to time in time, at the Secured Party's discretion Parties’ discretion, for the purpose of carrying out the terms of this Security Agreement, upon the written consent of the Majority Lenders, to take any and all appropriate action and to execute and deliver any instrument that Secured Party and all documents and instruments which may deem be necessary or advisable desirable to accomplish the purposes of this AgreementSecurity Agreement and, including without limitationlimiting the generality of the foregoing, hereby gives the Secured Parties, upon the written consent of the Majority Lenders, the power and right, on behalf of Grantor, without notice to or assent by Grantor to do the following: (ai) to ask forask, demand, collect, xxx for, recover, compound, receive and give acquittance acquittances and receipts for moneys any and all monies due and or to become due under any Collateral and, in the name of Grantor, in its own name or in respect of any of the Collateral; (b) otherwise to receivetake possession of, endorse and collect any drafts checks, drafts, notes, acceptances or other instruments, documents Instruments for the payment of monies due under any Collateral and chattel paper to file any claim or take or commence any other action or proceeding in connection with clause (a) aboveany court of law or equity or otherwise deemed appropriate by the Secured Parties for the purpose of collecting any and all such monies due under any Collateral whenever payable; (cii) to file pay or discharge any claims or take any action or institute any proceedings (Liens, including, without limitation, any proceeding before any Nevada Gaming Authority) that Secured Party may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of Secured Party with respect to any of the Collateral; (d) to pay or discharge taxes or Liens (other than Liens permitted under this Agreement) tax lien, levied or placed upon on or threatened against the Collateral, to effect any repairs or any insurance called for by the legality terms of this Security Agreement and to pay all or validity thereof any part of the premiums therefor and the amounts necessary to discharge costs thereof, which actions shall be for the same to be determined by Secured Party in its sole discretion, any such payments made by Secured Party to become obligations of Grantor to Secured Party, due and payable immediately without demand; and (e) upon the occurrence and during the continuation of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any benefit of the Collateral as fully Secured Parties and completely as though Secured Party were the absolute owner thereof for all purposes, and to do, at Secured Party's option and not Grantor's expense, at any time or from time to time, all acts and things that Secured Party deems necessary to protect, preserve or realize upon the Collateral and Secured Party's security interest therein in order to effect the intent of this Agreement, all as fully and effectively as Grantor might do.;

SECURED. PARTY APPOINTED ATTORNEY-IN-FACT. Grantor Pledgor hereby irrevocably appoints Secured Party as GrantorPledgor's attorney-in-fact, with full authority in the place and stead of Grantor Pledgor and in the name of GrantorPledgor, Secured Party or otherwise, from time to time in Secured Party's discretion to take any action and to execute any instrument that Secured Party may deem necessary or advisable to accomplish the purposes of this Agreement, including without limitation: (a) to ask forfile one or more financing or continuation statements, or amendments thereto, relative to all or any part of the Pledged Collateral without the signature of Pledgor; (b) upon the occurrence and during the continuance of an Event of Default, to ask, demand, collect, xxx forsue xxx, recover, compound, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Pledged Collateral; (bc) upon the occurrence and during the continuance of an Event of Default, to receive, endorse and collect any drafts instruments made payable to Pledgor representing any dividend, principal or interest payment or other instruments, documents distribution in respect of the Pledged Collateral or any part thereof and chattel paper in connection with clause (a) aboveto give full discharge for the same; (cd) upon the occurrence and during the continuance of an Event of Default, to file any claims or take any action or institute any proceedings (including, without limitation, any proceeding before any Nevada Gaming Authority) that Secured Party may deem necessary or desirable for the collection of any of the Pledged Collateral or otherwise to enforce the rights of Secured Party with respect to any of the Pledged Collateral; (de) to pay or discharge taxes or Liens (other than Liens permitted under this Agreement or the Credit Agreement) levied or placed upon or threatened against the Pledged Collateral, the legality or validity thereof and the amounts necessary to discharge the same to be determined by Secured Party in its sole discretion, any such payments made by Secured Party to become obligations of Grantor Pledgor to Secured Party, due and payable immediately without demand; and (ef) upon the occurrence and during the continuation continuance of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Pledged Collateral as fully and completely as though Secured Party were the absolute owner thereof for all purposes, and to do, at Secured Party's option and GrantorPledgor's expense, at any time or from time to time, all acts and things that Secured Party deems necessary to protect, preserve or realize upon the Pledged Collateral and Secured Party's security interest therein in order to effect the intent of this Agreement, all as fully and effectively as Grantor Pledgor might do.

SECURED. PARTY APPOINTED PARTY’S APPOINTMENT AS ATTORNEY-IN-FACT. ; PERFORMANCE BY SECURED PARTY. (a) Subject to Section 6(b) and Section 7, Grantor hereby irrevocably constitutes and appoints Secured Party Party, and any officer or agent of Secured Party, with full power of substitution, as Grantor's its true and lawful attorney-in-factfact with full, with full irrevocable power and authority in the place and stead of Grantor and in the name of Grantor, Secured Party Grantor or otherwisein its own name, from time to time in at Secured Party's discretion ’s discretion, for the purpose of carrying out the terms of this Security Agreement, to take any and all appropriate action and to execute and deliver any instrument that Secured Party and all documents and instruments which may deem be necessary or advisable desirable to accomplish the purposes of this AgreementSecurity Agreement and, including without limitationlimiting the generality of the foregoing, hereby gives Secured Party the power and right, on behalf of Grantor, without notice to or assent by Grantor to do the following: (ai) to ask forask, demand, collect, xxx for, recover, compound, receive and give acquittance acquittances and receipts for moneys any and all monies due and or to become due under any Collateral and, in the name of Grantor, in its own name or otherwise to take possession of, endorse and collect any checks, drafts, notes, acceptances or other Instruments for the payment of monies due under any Collateral and to file any claim or take or commence any other action or proceeding in any court of law or equity or otherwise deemed appropriate by Secured Party for the purpose of collecting any and all such monies due under any Collateral whenever payable; (ii) to pay or discharge any Liens, including, without limitation, any tax lien, levied or placed on or threatened against the Collateral, to effect any repairs or any insurance called for by the terms of this Security Agreement and to pay all or any part of the premiums therefor and the costs thereof, which actions shall be for the benefit of Secured Party and not Grantor; (iii) to (1) direct any person liable for any payment under or in respect of any of the Collateral to make payment of any and all monies due or to become due thereunder directly to Secured Party or as Secured Party shall direct, (2) receive payment of any and all monies, claims and other amounts due or to become due at any time arising out of or in respect of any Collateral; , (b3) to receivesign and endorse any invoices, endorse freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and collect any drafts or other instruments, documents and chattel paper notices in connection with clause Accounts and other Instruments and Documents constituting or relating to the Collateral, (a4) above; commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any part thereof and to enforce any other right in respect of any Collateral, (c5) to file defend any claims or take any suit, action or institute proceeding brought against Grantor with respect to any proceedings Collateral, (including6) settle, without limitationcompromise or adjust any suit, 10. action or proceeding described above, any proceeding before any Nevada Gaming Authority) that and in connection therewith, give such discharges or releases as Secured Party may deem necessary appropriate, (7) license, or, to the extent permitted by an applicable License, sublicense, whether general, special or desirable otherwise, and whether on an exclusive or non-exclusive basis, any Copyright, Patent or Trademark throughout the world for the collection of any of the Collateral such term or otherwise to enforce the rights of terms, on such conditions and in such manner as Secured Party with respect to any of the Collateral; (d) to pay or discharge taxes or Liens (other than Liens permitted under this Agreement) levied or placed upon or threatened against the Collateral, the legality or validity thereof and the amounts necessary to discharge the same to be determined by Secured Party shall in its sole discretion, any such payments made by Secured Party to become obligations of Grantor to Secured Party, due discretion determine and payable immediately without demand; and (e) upon the occurrence and during the continuation of an Event of Default, generally to 8) sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though Secured Party were the absolute owner thereof for all purposes, and to do, at Secured Party's option and Grantor's expense, at any time or from time to time, all acts and things that Secured Party deems necessary to protect, preserve or realize upon the Collateral and Secured Party's security interest therein in order to effect the intent of this Agreement, all as fully and effectively as Grantor might do.; and

SECURED. PARTY APPOINTED ATTORNEY-IN-FACT. Grantor Pledgor hereby irrevocably appoints Secured Party as GrantorPledgor's attorney-in-fact, with full authority in the place and stead of Grantor Pledgor and in the name of GrantorPledgor, Secured Party or otherwise, from time to time in Secured Party's discretion to take any action and to execute any instrument that Secured Party may deem necessary or advisable to accomplish the purposes of this Agreement, including without limitationincluding: (a) to ask forfile one or more financing or continuation statements, or amendments thereto, relative to all or any part of the Pledged Collateral without the signature of Pledgor; (b) upon the occurrence and during the continuance of an Event of Default, to ask, demand, collect, xxx for, recover, compound, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Pledged Collateral; (bc) upon the occurrence and during the continuance of an Event of Default, to receive, endorse and collect any drafts instruments made payable to Pledgor representing any dividend, principal or interest payment or other instruments, documents distribution in respect of the Pledged Collateral or any part thereof and chattel paper in connection with clause (a) above;to give full discharge for the same; and (cd) upon the occurrence and during the continuance of an Event of Default, to file any claims or take any action or institute any proceedings (including, without limitation, any proceeding before any Nevada Gaming Authority) that Secured Party may deem necessary or desirable for the collection of any of the Pledged Collateral or otherwise to enforce the rights of Secured Party with respect to any of the Pledged Collateral; (d) to pay or discharge taxes or Liens (other than Liens permitted under this Agreement) levied or placed upon or threatened against the Collateral, the legality or validity thereof and the amounts necessary to discharge the same to be determined by Secured Party in its sole discretion, any such payments made by Secured Party to become obligations of Grantor to Secured Party, due and payable immediately without demand; and (e) upon the occurrence and during the continuation of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though Secured Party were the absolute owner thereof for all purposes, and to do, at Secured Party's option and Grantor's expense, at any time or from time to time, all acts and things that Secured Party deems necessary to protect, preserve or realize upon the Collateral and Secured Party's security interest therein in order to effect the intent of this Agreement, all as fully and effectively as Grantor might do.

SECURED. PARTY APPOINTED ATTORNEY-IN-FACT. Grantor hereby irrevocably appoints Secured Party as Grantor's attorney-in-fact, with full authority in the place and stead of Grantor and in the name of Grantor, Secured Party or otherwise, from time to time in Secured Party's discretion to take any action and to execute any instrument that Secured Party may deem necessary or advisable to accomplish the purposes of this Agreement, including without limitation: (a) to endorse Grantor's name on all applications, documents, papers and instruments necessary for Secured Party in the use or maintenance of the Collateral; (b) during the continuation of any Event of Default to ask for, demand, collect, xxx forsue xxx, recover, compound, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral; (bc) to receive, endorse and collect any drafts or other instruments, documents and chattel paper in connection with clause (ab) above; (cd) during the continuance of any Event of Default to file any claims or take any action or institute Institute any proceedings (including, without limitation, any proceeding before any Nevada Gaming Authority) that Secured Party may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of Secured Party with respect to any of the Collateral; (de) to pay or discharge taxes or Liens (other than Liens permitted under this Agreement or the Credit Agreement) levied or placed upon or threatened against the Collateral, the legality or validity thereof and the amounts necessary to discharge the same to be determined by Secured Party in its sole discretion, any such payments made by Secured Party to become obligations of Grantor to Secured Party, due and payable immediately without demand; and (ef) upon the occurrence and during the continuation of an Event of Default, generally (i) to sell, transfer, pledge, make any agreement with respect to or otherwise deal with execute and deliver any of the Collateral as fully and completely as though assignments or documents requested by Secured Party were the absolute owner thereof for all purposespursuant to Section 13(b), and (ii) to do, at Secured Party's option and Grantor's expense, at any time grant or from time issue an exclusive or non-exclusive license to time, all acts and things that Secured Party deems necessary to protect, preserve or realize upon the Collateral and Secured Party's security interest therein in order or any portion thereof to effect the intent of this Agreementany Person, all as fully and effectively as Grantor might do.and

SECURED. PARTY APPOINTED PARTY’S APPOINTMENT AS ATTORNEY-IN-FACT. ; PERFORMANCE BY SECURED PARTY. (a) Subject to Section 6(b) and Section 7, Grantor hereby irrevocably constitutes and appoints Secured Party Party, and any officer or agent of Secured Party, with full power of substitution, as Grantor's its true and lawful attorney-in-factfact with full, with full irrevocable power and authority in the place and stead of Grantor and in the name of Grantor, Secured Party Grantor or otherwisein its own name, from time to time in at Secured Party's discretion ’s discretion, for the purpose of carrying out the terms of this Security Agreement, to take any and all appropriate action and to execute and deliver any instrument that Secured Party and all documents and instruments which may deem be necessary or advisable desirable to accomplish the purposes of this AgreementSecurity Agreement and, including without limitationlimiting the generality of the foregoing, hereby gives Secured Party the power and right, on behalf of Grantor, without notice to or assent by Grantor to do the following: (ai) to ask forask, demand, collect, xxx for, recover, compound, receive and give acquittance acquittances and receipts for moneys any and all monies due and or to become due under any Collateral and, in the name of Grantor, in its own name or otherwise to take possession of, endorse and collect any checks, drafts, notes, acceptances or other Instruments for the payment of monies due under any Collateral and to file any claim or take or commence any other action or proceeding in any court of law or equity or otherwise deemed appropriate by Secured Party for the purpose of collecting any and all such monies due under any Collateral whenever payable; (ii) to pay or discharge any Liens, including, without limitation, any tax lien, levied or placed on or threatened against the Collateral, to effect any repairs or any insurance called for by the terms of this Security Agreement and to pay all or any part of the premiums therefor and the costs thereof, which actions shall be for the benefit of Secured Party and not Grantor; (iii) to (1) direct any person liable for any payment under or in respect of any of the Collateral to make payment of any and all monies due or to become due thereunder directly to Secured Party or as Secured Party shall direct, (2) receive payment of any and all monies, claims and other amounts due or to become due at any time arising out of or in respect of any Collateral; , (b3) to receivesign and endorse any invoices, endorse freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and collect any drafts or other instruments, documents and chattel paper notices in connection with clause Accounts and other Instruments and Documents constituting or relating to the Collateral, (a4) above; commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any part thereof and to enforce any other right in respect of any Collateral, (c5) to file defend any claims or take any suit, action or institute proceeding brought against Grantor with respect to any proceedings Collateral, (including6) settle, without limitationcompromise or adjust any suit, any action or proceeding before any Nevada Gaming Authority) that described above, and in connection therewith, give such discharges or releases as Secured Party may deem necessary appropriate, (7) license, or, to the extent permitted by an applicable License, sublicense, whether general, special or desirable otherwise, and whether on an exclusive or non-exclusive basis, any Copyright, Patent or Trademark throughout the world for the collection of any of the Collateral such term or otherwise to enforce the rights of terms, on such conditions and in such manner as Secured Party with respect to any of the Collateral; (d) to pay or discharge taxes or Liens (other than Liens permitted under this Agreement) levied or placed upon or threatened against the Collateral, the legality or validity thereof and the amounts necessary to discharge the same to be determined by Secured Party shall in its sole discretion, any such payments made by Secured Party to become obligations of Grantor to Secured Party, due discretion determine and payable immediately without demand; and (e) upon the occurrence and during the continuation of an Event of Default, generally to 8) sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though Secured Party were the absolute owner thereof for all purposes, and ; and (iv) to do, at Secured Party's ’s option and Grantor's ’s expense, at any time time, or from time to time, all acts and things that which Secured Party deems may reasonably deem 10. necessary to protect, preserve or realize upon the Collateral and Secured Party's ’s security interest therein in order to effect the intent of this Security Agreement, all as fully and effectively as Grantor might do.

SECURED. PARTY APPOINTED ATTORNEY-IN-FACT. Grantor Pledgor hereby irrevocably appoints Secured Party as GrantorPledgor's attorney-in-fact, with full authority in the place and stead of Grantor Pledgor and in the name of GrantorPledgor, Secured Party or otherwise, from time to time in Secured Party's discretion to take any action and to execute any instrument that Secured Party may deem necessary or advisable to accomplish the purposes of this Agreement, including without limitationincluding: (a) to ask forfile one or more financing or continuation statements, or amendments thereto, relative to all or any part of the Pledged Collateral without the signature of Pledgor; (b) upon the occurrence and during the continuance of an Event of Default, to ask, demand, collect, xxx forsue xxx, recover, compound, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Pledged Collateral; (bc) upon the occurrence and during the continuance of an Event of Default, to receive, endorse and collect any drafts instruments made payable to Pledgor representing any dividend, principal or interest payment or other instruments, documents distribution in respect of the Pledged Collateral or any part thereof and chattel paper in connection with clause (a) above;to give full discharge for the same; and (cd) upon the occurrence and during the continuance of an Event of Default, to file any claims or take any action or institute any proceedings (including, without limitation, any proceeding before any Nevada Gaming Authority) that Secured Party may deem necessary or desirable for the collection of any of the Pledged Collateral or otherwise to enforce the rights of Secured Party with respect to any of the Pledged Collateral; (d) to pay or discharge taxes or Liens (other than Liens permitted under this Agreement) levied or placed upon or threatened against the Collateral, the legality or validity thereof and the amounts necessary to discharge the same to be determined by Secured Party in its sole discretion, any such payments made by Secured Party to become obligations of Grantor to Secured Party, due and payable immediately without demand; and (e) upon the occurrence and during the continuation of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though Secured Party were the absolute owner thereof for all purposes, and to do, at Secured Party's option and Grantor's expense, at any time or from time to time, all acts and things that Secured Party deems necessary to protect, preserve or realize upon the Collateral and Secured Party's security interest therein in order to effect the intent of this Agreement, all as fully and effectively as Grantor might do.

SECURED. PARTY APPOINTED ATTORNEY-IN-FACT. Grantor hereby hereby, upon the occurrence and during the continuance of an Event of Default, irrevocably appoints Secured Party as Grantor's attorney-in-fact, with full authority in the place and stead of Grantor and in the name of Grantor, Secured Party or otherwise, from time to time in Secured Party's discretion to take any action and to execute any instrument that Secured Party may deem necessary or advisable to accomplish the purposes of this Agreement, including without limitationincluding: (a) to obtain and adjust insurance required to be maintained by Grantor or paid to Secured Party pursuant to Section 8; (b) to ask for, demand, collect, xxx forsue xxx, recover, compound, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral; (bc) to receive, endorse and collect any drafts or other instruments, documents and chattel paper in connection with clause clauses (a) and (b) above; (cd) to file any claims or take any action or institute any proceedings (including, without limitation, any proceeding before any Nevada Gaming Authority) that Secured Party may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of Secured Party with respect to any of the Collateral; (de) to pay or discharge taxes or Liens (other than Liens permitted under this Agreement or the Credit Agreement) levied or placed upon or threatened against the Collateral, the legality or validity thereof and the amounts necessary to discharge the same to be determined by Secured Party in its sole discretion, any such payments made by Secured Party to become obligations of Grantor to Secured Party, due and payable immediately without demand; (f) to sign and endorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with Accounts and other documents relating to the Collateral; and (eg) upon the occurrence and during the continuation of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though Secured Party were the absolute owner thereof for all purposes, and to do, at Secured Party's option and Grantor's expense, at any time or from time to time, all acts and things that Secured Party deems necessary to protect, preserve or realize upon the Collateral and Secured Party's security interest therein in order to effect the intent of this Agreement, all as fully and effectively as Grantor might do.all

SECURED. PARTY APPOINTED ATTORNEY-IN-FACT. Grantor hereby hereby, upon the occurrence and during the continuance of an Event of Default, irrevocably appoints Secured Party as Grantor's attorney-in-fact, with full authority in the place and stead of Grantor and in the name of Grantor, Secured Party or otherwise, from time to time in Secured Party's discretion to take any action and to execute any instrument that Secured Party may deem necessary or advisable to accomplish the purposes of this Agreement, including without limitationincluding: (a) to obtain and adjust insurance required to be maintained by Grantor or paid to Secured Party pursuant to Section 8; (b) to ask for, demand, collect, xxx forsue xxx, recover, compound, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral; (bc) to receive, endorse and collect any drafts or other instruments, documents and chattel paper in connection with clause clauses (a) and (b) above; (cd) to file any claims or take any action or institute any proceedings (including, without limitation, any proceeding before any Nevada Gaming Authority) that Secured Party may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of Secured Party with respect to any of the Collateral; (de) to pay or discharge taxes or Liens (other than Liens permitted under this AgreementAgreement or the Indenture) levied or placed upon or threatened against the Collateral, the legality or validity thereof and the amounts necessary to discharge the same to be determined by Secured Party in its sole discretion, any such payments made by Secured Party to become obligations of Grantor to Secured Party, due and payable immediately without demand; (f) to sign and endorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with documents relating to the Collateral; and (eg) upon the occurrence and during the continuation of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though Secured Party were the absolute owner thereof for all purposes, and to do, at Secured Party's option and Grantor's expense, at any time or from time to time, all acts and things that Secured Party deems necessary to protect, preserve or realize upon the Collateral and Secured Party's security interest therein in order to effect the intent of this Agreement, all as fully and effectively as Grantor might do.

SECURED. PARTY APPOINTED ATTORNEY-IN-FACT. Grantor hereby irrevocably appoints Secured Party as Grantor's attorney-in-fact, with full authority in the place and stead of Grantor and in the name of Grantor, Secured Party or otherwise, from time to time in Secured Party's discretion to take any action and to execute any instrument that Secured Party may deem necessary or advisable advisable, consistent with the provisions of the Agreement, to accomplish the purposes of this Agreement, including without limitation: (a) to obtain and adjust insurance required to be maintained by Grantor or paid to Secured Party pursuant to Section 8; (b) during the continuation of any Event of Default, to ask for, demand, collect, xxx forsue xxx, recover, compound, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral; (bc) to receive, endorse and collect any drafts or other instruments, documents and chattel paper in connection with clause clauses (a) and (b) above; (cd) during the continuation of any Event of Default, to file any claims or take any action or institute any proceedings (including, without limitation, any proceeding before any Nevada Gaming Authority) that Secured Party may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of Secured Party with respect to any of the Collateral; (de) to pay or discharge taxes or Liens (other than Liens permitted under this Agreement or the Credit Agreement) levied or placed upon or threatened against the Collateral, the legality or validity thereof and the amounts necessary to discharge the same to be determined by Secured Party in its sole discretion, any such payments made by Secured Party to become obligations of Grantor to Secured Party, due and payable immediately without demand; and (e) upon the occurrence and during the continuation of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though Secured Party were the absolute owner thereof for all purposes, and to do, at Secured Party's option and Grantor's expense, at any time or from time to time, all acts and things that Secured Party deems necessary to protect, preserve or realize upon the Collateral and Secured Party's security interest therein in order to effect the intent of this Agreement, all as fully and effectively as Grantor might do.;

SECURED. PARTY APPOINTED ATTORNEY-IN-FACT. Grantor hereby irrevocably appoints Secured Party as Grantor's attorney-in-fact, with full authority in the place and stead of Grantor and in the name of Grantor, Secured Party or otherwise, from time to time in Secured Party's discretion to take any action and to execute any instrument that Secured Party may deem necessary or advisable to accomplish the purposes of this Agreement, including without limitation: (a) to obtain and adjust insurance required to be maintained by Grantor or paid to Secured Party pursuant to Section 8; (b) to ask for, demand, collect, xxx for, recover, compound, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral; (bc) to receive, endorse and collect (i) any drafts or other instruments, documents and chattel paper in connection with clause clauses (a) aboveand (b) above and (ii) all instruments made payable to Grantor representing any payment of profits, dividends or any other distribution in respect of any of the Collateral; (cd) to file any claims or take any action or institute any proceedings (including, without limitation, any proceeding before any Nevada Gaming Authority) that Secured Party may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of Secured Party with respect to any of the Collateral; (de) to pay or discharge taxes or Liens (other than Liens permitted under this Agreement or the Credit Agreement) levied or placed upon or threatened against the Collateral, the legality or validity thereof and the amounts necessary to discharge the same to be determined by Secured Party in its sole discretion, any such payments made by Secured Party to become obligations of Grantor to Secured Party, due and payable immediately without demand; (f) to sign and endorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with Accounts and other documents relating to the Collateral; and (eg) upon the occurrence and during the continuation of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though Secured Party were the absolute owner thereof for all purposes, and to do, at Secured Party's option and Grantor's expense, at any time or from time to time, all acts and things that Secured Party deems necessary to protect, preserve or realize upon the Collateral and Secured Party's security interest therein in order to effect the intent of this Agreement, all as fully and effectively as Grantor might do.

SECURED. PARTY APPOINTED ATTORNEY-IN-FACT. Grantor hereby irrevocably appoints Secured Party as Grantor's attorney-in-fact, with full authority in the place and stead of Grantor and in the name of Grantor, Secured Party or otherwise, from time to time upon the occurrence and during the continuation of an Event of Default in Secured Party's discretion to take any action and to execute any instrument that Secured Party may deem necessary or advisable to accomplish the purposes of this Agreement, including including, without limitation: (a) to ask forsign and file on behalf of Grantor any financing or continuation statements, and amendments thereto, relative to all or any part of the Collateral, regardless of whether an Event of Default has occurred or is continuing; (b) to obtain and adjust insurance required to be maintained by Grantor or paid to Secured Party pursuant to Section 8; (c) to ask, demand, collect, xxx for, recover, compound, receive and give acquittance and receipts for moneys monies due and to become due under or in respect of any of the Collateral; ; (bd) to receive, endorse and collect any drafts or other instruments, documents and chattel paper in connection with clause clauses (a) and (b) above; ; (ce) to file any claims or take any action or institute any proceedings (including, without limitation, any proceeding before any Nevada Gaming Authority) that Secured Party may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of Secured Party with respect to any of the Collateral; ; (df) to pay or discharge taxes or Liens (other than Liens permitted under this Agreement) liens levied or placed upon or threatened against the Collateral, the legality or validity thereof and the amounts necessary to discharge the same to be determined by Secured Party in its sole discretion, any such payments made by Secured Party to become obligations of Grantor to Secured Party, due and payable immediately without demand; and (eg) upon to sign and endorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with Accounts and other documents relating to the occurrence Collateral; and during the continuation of an Event of Default, (h) generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though Secured Party were the absolute owner thereof for all purposes, and to do, at Secured Party's option and Grantor's expense, at any time or from time to time, all acts and things that Secured Party deems necessary to protect, preserve or realize upon the Collateral and Secured Party's security interest therein in order to effect the intent of this Agreement, all as fully and effectively as Grantor might do.