SECURITY AGREEMENT
SECURITY AGREEMENT (together with any amendments and supplements
hereafter entered into in accordance with the terms hereof, this "Security
Agreement"), dated as of April 17, 1996, between First Bank National
Association, (together with its successors and assigns, the "Secured Party"), as
agent on behalf of the Designated Representatives (as defined in the Collateral
Agency Agreement referred to below), for the benefit of the Secured
Beneficiaries (as defined in the Collateral Agency Agreement referred to below),
under a Collateral Agency Agreement dated April 17, 1996 (as hereafter amended,
supplemented or replaced in accordance with its terms, the "Collateral Agency
Agreement"), and Xxxxx Atlantic City Associates, a New Jersey general
partnership ("Xxxxx XX"), Xxxxx Atlantic City Funding, Inc., a Delaware
corporation ("Funding" and together with Xxxxx XX, the "Issuers"), Xxxxx Plaza
Associates, a New Jersey general partnership, Xxxxx Xxx Mahal Associates, a New
Jersey general partnership, Xxxxx Atlantic City Corporation (formerly known as
"The Xxxxx Xxx Mahal Corporation"), a Delaware corporation, and such other peons
as may be required from time to tune to execute a guarantee of the First
Mortgage Notes (as hereinafter defined) (collectively, the "Guarantors" and
together with the Issue, the "Debtors"). As used herein all capitalized terms
not otherwise defined herein have the respective meanings set forth in the
Collateral Agency Agreement, including any definitions incorporated therein from
the Indenture referred to below.
W I T N E S S E T H
WHEREAS, the Issuers are concurrently issuing an aggregate of $1.2
billion in principal amount of their 11 1/4% First Mortgage Notes due 2006 (the
"First Mortgage Notes"), pursuant to an Indenture (the "Indenture"), between the
Debtors and First Bank National Association, as trustee;
WHEREAS, it is a condition to the issuance of the First Mortgage Notes
that the Debtors' obligations under the Indenture be secured by a lien in
substantially all of the Debtors' assets on the terms and subject to the
conditions set forth therein;
WHEREAS, the parties hereto desire that certain permitted indebtedness
be secured by equal and ratable liens;
NOW, THEREFORE, the parties hereto hereby agree as follows:
ARTICLE I
DEFINITIONS
1.1 Defined Terms. As used herein, capitalized terms defined in the
indenture and the Collateral Agency Agreement and not otherwise defined herein
are used herein as so defined.
"Account Debtor" shall mean the person who is obligated on a
Receivable.
"Accounts" shall mean "accounts" as such term is defined in Section
9-106 of the UCC.
"Chattel Paper" shall mean "chattel paper" as such term is defined in
Section 9-105(6) of the UCC.
"Collateral" shall have the meaning assigned to it in Section 2
hereof.
"Collateral Account" shall mean the account (which shall be a
securities account), referred to in the Indenture as the "Restricted Funds
Account," entitled "Xxxxx Atlantic City Associates Collateral Account, First
Bank National Association, as collateral agent, secured Party," and all funds
and instruments or other items from time to time credited to such account and
all interest thereon.
"Collateral Records" shall mean books, records, computer software,
computer printouts, customer lists, blueprints, technical specifications,
manuals, and similar items which relate to any Collateral other than such items
obtained under license or franchise agreements which prohibit assignment or
disclosure of such items.
"Default" shall mean any event, act or condition which with notice or
lapse of time, or boar, would constitute an Event of Default.
"Deposit Accounts" shall mean the Collateral Account and any deposit
account, including without limitation, "deposit accounts" as such term is
defused in Section 9-105(e) of the UCC and any other depositor securities
account (general or special), together with any funds, instruments or other
items credited to any such account from time to time, and all interest thereon.
"Documents" shall mean "documents" as such term is defined in Section
9-105(f) of the UCC.
"Equipment" shall mean "equipment" as such term is defined in Section
9-109(2) of the UCC, including, without limitation, machinery, manufacturing
equipment, data processing equipment, computers, office equipment, furniture,
appliances, tools and gaming equipment.
"Event of Default" shall mean (i) an Event of Default under the First
Mortgage Note Indenture or (ii) this Security Agreement shall for any reason
cease to be in full force and effect, or shall cease to give the Secured Party
the Liens, rights, powers and privileges purported to be created hereby
including, without limitation, a perfected security interest in, and Lien on,
all of the Collateral in accordance with the terms hereof.
"Fixtures" shall mean "fixtures" as such term is defined in Section
9-313 of the UCC.
"General Intangibles" shall mean "general intangibles" as such term is
defined in Section 9-106 of the UCC, including, without limitation, rights to
the payment of money (other than Receivables), trademarks, copyrights, patents,
and contracts, licenses (including sublicenses) and franchises (except in the
case of licenses and franchises in respect of which the
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Debtor is the licensee or franchisee if the agreement in respect of such license
or franchise prohibits by its terms any assignment or grant of a security
interest), limited and general partnership interests and joint venture
interests, federal income tax-refunds, trade names, to the extent classified as
a "general intangible" under the UCC under any applicable law, distributions on
certificated securities (as defined in ss. 8-102(i)(a) of the UCC) and
uncertificated securities (as defined in ss. 8-102(1)(b) of the UCC), computer
programs and other computer software, inventions, designs, trade secrets,
goodwill, proprietary rights, customer lists, supplier contracts, sale orders,
correspondence, advertising materials, payments due in connection with any
requisition, confiscation, condemnation, seizure or forfeiture of any property,
reversionary interests in pension and profit sharing plans and reversionary,
beneficial and residual interests in trusts, credits with and other claims
against any Person, together with any collateral for any of the foregoing and
the rights under any security agreement granting a security interest in such
collateral.
"Hedging Agreements" shall mean any obligation of any person pursuant
to any interest rate swap agreement, interest rate cap agreement, interest rate
collar agreement, interest rate exchange agreement, currency exchange or any
other agreement or arrangement designed to protect against fluctuations in
interest rates or currency values, including, without limitation, any
arrangement whereby, directly or indirectly, such person is entitled to receive
from time to time periodic payments calculated by applying either a fixed or
floating rate of interest on a stated notional amount in exchange for periodic
payments made by such person calculated by applying a fixed or floating rate of
interest on the same notional amount.
"Instruments" shall mean "instruments" as such term is defined in
Section 9-103(1)(i) of the UCC.
"Insurance Policies" shall mean insurance policies.
"Inventory" shall mean "inventory" as such term is defined in ss.
9-109(4) of the UCC, including without limitation, all goods (whether such goods
are in the possession of the Debtor or of a bailee or other Person for sale,
lease, storage, transit, processing, use or otherwise and whether consisting of
whole goods, spare parts, components, supplies, materials or consigned or
returned or repossessed goods), including without limitation, all such goods
which are held for sale or lease or are to be furnished (or which have been
furnished) under any contract of service or which are raw materials or work in
progress or materials used or consumed in the Debtor's business.
"Lien" shall mean any mortgage, charge, pledge, hypothecation,
privilege, assignment, deposit arrangement, encumbrance, lien (statutory or
other), or preference, priority or other security agreement of any kind or
nature whatsoever, including, without limitation, any conditional sale or other
tide retention agreement, any financing lease having substantially the same
effect as any of the foregoing and the filing of any financing statement or
similar instrument under the Uniform Commercial Code or comparable law of any
jurisdiction, domestic or foreign.
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"Material Adverse Effect" shall mean a material adverse effect upon
the ability of the Debtor to perform (to the extent that it is liable thereon)
or of the Secured Party to enforce, any of the Obligations in any material
respect.
"Money" shall mean "money" as such term is defined in Section
1-201(24) of the UCC.
"Motor Vehicles" shall mean motor vehicles, tractors, trailers and
other like property, if title thereto is governed by a certificate of title
ownership.
"Obligations" shall mean "Obligations" as such term is defined in the
Collateral Agency Agreement.
"Person" shall mean any individual, corporation, limited or general
partnership, joint venture, association, joint stock company, limited liability
company, trust, unincorporated organization or government or any agency or
political subdivision thereof.
"Proceeds" shall mean "proceeds" as such term is defined in Section
9-306(1) of the UCC.
"Receivables" shall mean all rights to payment for goods sold or
leased or services rendered, whether or not earned by performance and all rights
in respect of the Account Debtor, including without limitation, all such rights
in which any Debtor has any right, title or interest by reason of the purchase
thereof by any Debtor, and including without limitation all such rights
constituting or evidenced by any Account, Chattel Paper, Instrument, General
Intangible, note, contract, invoice, purchase order, draft, acceptance,
intercompany account, security agreement, or other evidence of indebtedness or
security, together with (a) any collateral assigned, hypothecated or held to
secure any of the foregoing and the rights under any security agreement granting
a security interest in such collateral, (b) all goods, the she of which gave
rise to any of the foregoing, including, without limitation, all rights in any
returned or repossessed goods and unpaid seller's rights, (c) all guarantees,
endorsements and indemnifications on, or of, any of the foregoing, and (d) all
powers of attorney for the execution of any evidence of indebtedness or security
or other writing in connection therewith.
"Receivables Records" shall mean (a) all original copies of all
documents, instruments or other writings evidencing the Receivables, (b) all
books, correspondence, credit or other files, records, ledger sheets or cards,
invoices, and other papers relating to Receivables, including without limitation
all tapes, cards, computer tapes, computer discs, computer runs, record keeping
systems and other papers and documents relating to the Receivables, whether in
the possession or under the control of any Debtor or any computer bureau or
agent from time to time acting for any Debtor or otherwise, (c) all evidences of
the filing of financing statements and the registration of other instruments in
connection therewith and amendments, supplements or other modifications thereto,
notices to other creditors or secured parties, and certificates,
acknowledgements, or other writings, including without limitation lien search
reports, from filing or other registration officers, (d) all credit information,
reports and memoranda relating thereto, and (e) all other written or non-written
forms of information related in any way to the foregoing or any Receivable.
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"UCC " shall mean the Uniform Commercial Code as in effect from time
to time in the State of New York except for the purposes of the definitions for
which it shall mean the Uniform Commercial Code in effect on the date hereof.
ARTICLE II
GRANT OF SECURITY INTERESTS
As security for the prompt and complete payment and performance in
full of all the Obligations, the Debtors hereby grants to the Secured Party, for
the benefit of each Designated Representative (as defined in the Collateral
Agency Agreement) a security interest in and continuing lien on all of the
Debtors' right, tide and interest in to and under the following, in each case,
whether now owned or existing or hereafter acquired or arising, and wherever
located (all of which being hereinafter collectively called the "Collateral"):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) the Collateral Account;
(iv) all Collateral Records;
(v) all Deposit Accounts;
(vi) all Documents;
(vii) all Equipment;
(viii) all Fixtures;
(ix) all General Intangibles;
(x) all Hedging Agreements;
(xi) all Instruments;
(xii) all Insurance Policies;
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(xiii) all Inventory;
(xiv) all Money;
(xv) all Motor Vehicles;
(xvi) all Receivables;
(xvii) all Receivables Records;
(xviii) all other tangible and intangible personal
property;
(xix) the Restricted Funds Account; and
(xx) all accessions and additions to any or all
of the foregoing, all substitutions and
replacements for any or all of the foregoing
and all Proceeds or products of any or all of
the foregoing.
Notwithstanding the foregoing, Collateral shall not include (i)
Excepted Property as such term is defined in the Mortgages, whether now owned or
existing or hereafter acquired or arising and wherever located, (ii) the Equity
Interests of the Debtors that are required to be pledged under the indenture
dated June 12, 1995, as such agreement has been amended and supplemented through
the date hereof, relating to the Senior Notes or any similar document governing
any Refinancing Indebtedness in respect of the Senior Notes, (iii) the Debtors'
rights under the TPM Services Agreement, as such agreement exists on the date
hereof and (iv) the Debtors, rights under the Trademark License Agreement, as
amended on the date hereof, by and between Xxxxx and THCR and (iii) other items
that would be "Collateral" but are subject to a Permitted Lien (to the extent
and for so long as such Permitted Lien restricts the grant of a security
interest hereunder).
ARTICLE III
REPRESENTATIONS AND WARRANTIES
The Debtors jointly and severally hereby represent and warrant to the
Secured Party, which representations and warranties shall survive execution and
delivery of this Security Agreement, as follows:
3.1 Validity, Perfection and Priority. (a) The security interests in
the Collateral granted to the Secured Party hereunder constitute valid and
continuing security interests in the Collateral; and
(b) (i) upon filing financing statements naming the respective
Debtors as "debtor" and the Secured Party as "secured party" in the filing
offices set forth on Schedule A hereto and (ii) the security interests in the
Collateral granted to the Secured Party hereunder will constitute perfected
security interests therein superior and prior to all Liens other than Permitted
Liens, rights or claims of all other Persons.
(c) No Liens. Except for the Lien granted to the Secured Party
hereunder, the Debtor owns and, as to all Collateral whether now existing or
hereafter acquired, will continue to own, each item of the Collateral free and
clear of any and all Liens, rights or claims of all other Persons other than
Permitted Liens, and the Debtor shall defend the Collateral against all claims
and demands of all Persons at anytime claiming the same or any interest therein
adverse to the Secured Party other than the holders of Permitted Liens.
3.2 Chief Executive Office. The chief executive office of each Debtor
is looted as set forth on Schedule B.
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3.3 Location of Inventory and Equipment. All Inventory and Equipment
now or from time to time included in the Collateral will be located as set forth
on Schedule B.
ARTICLE IV
COVENANTS
The Debtors covenants and agrees with the Secured Party that from and
after the date of this Security Agreement:
4.1 Further Assurances. The Debtors will from time to time at the
expense of each Debtor, promptly execute, deliver, file and record all further
instruments, endorsement and other documents, and take such further action as
the Secured Party may deem reasonably desirable in obtaining the full benefits
of this Security Agreement and of the rights, remedies and powers herein
granted, including, without limitation, the following:
(i) the fling of any financing statements, in form
acceptable to the Secured Party under the UCC in effect in any jurisdiction
with respect to the liens and security interest granted hereby. The Debtors
also hereby authorize the Secured Party to file any such financing
statement without the signature of the Debtors to the extent permitted by
applicable law. A photocopy or other reproduction of this Security
Agreement shall be sufficient as a financing statement and may be filed in
lieu of the original to the extent permitted by applicable law. The Debtors
will pay or reimburse the Secured Party for all filing fees and related
expenses;
(ii) furnish to the Secured Party from time to time
statements and schedules further identifying and describing the Collateral
and such other reports in connection with the Collateral as the Secured
Party may reasonably request, all in reasonable dew: and in form
satisfactory to the Secured Party.
4.2 Change of Name; Identity; Corporate Structure or Chief Executive
Office Location of Inventory and Equipment. The Debtors will not change their
respective names. identities, corporate structure or the location of their
respective chief executive office or location of their respective Inventory and
Equipment without (i) giving the Secured Party at least thirty (30) days' prior
written notice clearly describing such new name, identity, corporate structure
or new location and providing such other information in connection therewith as
the Secured Party may reasonably request, and (ii) taking all action
satisfactory to the Secured Party as the Secured Party may reasonably request to
maintain the security interest of the Secured Party is the Collateral intended
to be granted hereby at all times fully perfected with the same or better
priority and in full force and effect.
4.3 Maintain Record. The Debtors will keep and maintain at their own
cost and expense satisfactory and complete records of the Collateral.
4.4 Right of Inspection. The Secured Party shall at all times, upon
reasonable advance notice (provided, that such notice shall not be required
after an Event of Default), have
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full and free access during normal business hours to all the books,
correspondence and records of each Debtor, and the Secured Party and its
representatives may examine the same, take extracts therefrom and make
photocopies thereof, and each Debtor agrees to render the Secured Party at such
Debtor's cost and expense, such clerical and other assistance as may be
reasonable requested with regard thereto. The Secured Party and its
representatives shall at all times, upon reasonable advance notice (provided,
that such notice shall not be required during the continuance of an Event of
Default), also have the right to enter into and upon any premises where any of
the Inventory and Equipment is located for the purpose of inspecting the same,
observing its use or otherwise protecting its interests therein.
4.5 Insurance. Each Debtor will from and at all times after the date
hereof until the Satisfaction of all Obligations have and maintain in effect
insurance in accordance with Section 5.6 of the Existing Indenture.
4.6 Payment of Obligations. Each Debtor will pay promptly when due
all amounts required to be paid under Section 5.5 of the Existing Indenture.
4.7 Negative Pledge. The Debtors will not create, incur, assume or
permit to exist, will defend the Collateral against, and will take such other
action as is necessary to remove, any Lien or claim of any. kind on or to duo
Collateral, or on any Proceeds therefrom, other than Permitted Liens.
4.8 Limitations on Dispositions of Collateral. The Debtors will not
sell, transfer, lease or otherwise dispose of any of the Collateral, or attempt,
offer or contract to do so except as permitted in the Indenture.
4.9 Performance by the Secured Party of the Debtor's Obligations
Reimbursement. If any Debtor fails to perform or comply with any of its security
agreements contained herein, the Secured Party may, (a) upon at least three
Business Days' notice or (b) if as Event of Default shall be continuing, then
without notice to or consent by such Debtor, perform or comply or cause
performance or compliance therewith and the expenses of the Secured Party
incurred in connection with such performance or compliance, together with
interest thereon shall be payable by the Debtors to the Secured Party on demand
and such reimbursement obligation shall be secured hereby.
ARTICLE V
POWER OF ATTORNEY
If any Debtor fails to perform or comply with any of its security
agreements contained herein, each Debtor hereby irrevocably constitutes and
appoints the Secured Party and any officer or agent thereof, with full power of
substitution, as its true and lawful attorney-in-fact with full irrevocable
power and authority in the place and stead of such Debtor and in the name of
such Debtor or in its own name, from time to time in the Secured Party's
discretion, for the purpose of carrying out the terms of this Security Agreement
to take any and all appropriate action by any technologically available means,
which may include, without limitation; any form of electronic data transmission,
and to execute in any appropriate manner, which may include,
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without limitation, using any symbol that the Secured Party may adopt to signify
the Debtor's intent to authenticate, any and all documents and instruments which
may be necessary or desirable to accomplish the purposes of this Security
Agreement.
Each Debtor hereby ratifies all that said attorneys shall lawfully do
or cause to be done by virtue hereof. This power of attorney is a power coupled
with an interest and shall be irrevocable.
ARTICLE VI
REMEDIES; RIGHTS UPON DEFAULT
6.1 Rights and Generally. If an Event of Default shall occur and be
continuing, then and in every such case, the Secured Party shall have all the
rights of a secured Party under the UCC, shall have all rights now or hereafter
existing under all other applicable laws, and, subject to any mandatory
requirements of applicable law then in effect, shall have all the rights set
forth in this Security Agreement and all the rights set forth with respect to
the Collateral or this Security Agreement in any other security agreement
between the parties.
6.2 Assembly of Collateral. If an Event of Default shall occur and be
continuing, upon five days notice to the Debtors, each of the Debtors shall, at
its own expense, assemble the Collateral (or from time to time any portion
thereof) and make it available to the Secured Party at any place or places
designated by the Secured Party which is reasonably convenient to both parses.
6.3 Disposition of Collateral. The Secured Party will give the
Debtors reasonable notice of the time and place of any public sale of the
Collateral or any part thereof or of the time after which any private sale or
any other intended disposition thereof is to be made. The Debtors jointly and
severally agree that the requirements of reasonable notice to it shall be met if
such notice is mailed, postage prepaid to its address specified in Section 9.5
of this Security Agreement (or such other address that the Debtors may provide
to the Secured Party in writing) at least ten (10) days before the time of any
public sale or after which any private sale may be made.
6.4 Recourse. The Debtors shall remain liable for any deficiency if
the proceeds of any sale or other disposition of the Collateral are insufficient
to satisfy the Obligations. The Debtors shall also be liable for all expenses of
the Secured Party incurred in connection with collecting such deficiency,
including, without limitation, the fees and disbursements of any attorneys
employed by the Secured Party to collect such deficiency. However, no direct or
indirect partner, director, officer, employee or stockholder, as such, past,
present or future of any Debtor or any successor entity thereto shall have any
personal liability in respect of the obligations of the Debtors under the
Obligations.
6.5 Expenses; Attorneys Fees. The Debtor shall reimburse the Secured
Party for all its expenses in connection with the exercise of its rights
hereunder, including, without limitation, all reasonable attorneys' fees and
legal expenses incurred by the Secured Party. Expenses of retaking, holding,
preparing for sale, selling or the like shall include the reasonable
9
attorneys' fees and legal expenses of the Secured Party. All such expenses shall
be secured hereby.
6.6 Limitation on Duties Regarding Preservation of Collateral. (a)
The Secured Party's sole duty with respect to the custody, safekeeping and
physical preservation of the Collateral in its possession, under Section 9-207
of the UCC or otherwise, shall be to deal with it in the same manner as the
Secured Party deals with similar property for its own account.
(b) The Secured Party shall have no obligation to take any steps
to preserve rights against prior parties to any Collateral.
(c) Neither the Secured Party nor any of its directors, officers,
employees or agents shall be liable for failure to demand, collect or realize
upon all or any part of the Collateral or for any delay in doing so or shall be
under any obligation to sell or otherwise dispose of any Collateral upon the
request of the Debtors or otherwise.
ARTICLE VII
MISCELLANEOUS
7.1 Indemnity. The Debtors jointly and severally agree to indemnify,
reimburse and hold the Secured Party and its officers, directors, employees,
representatives and agents ("Indemnitees") harmless from any and all
liabilities, obligations, losses, damages, penalties, claims, actions,
judgments, suits, costs or expenses or disbursements (including reasonable
attorneys' fees and expenses) for whatsoever kind or nature which may be imposed
on, asserted against or incurred by any of the Indemnitees in any way relating
to or arising out of this Security Agreement or the transactions contemplated
hereby. The obligations of the Debtors under this Section shall be secured
hereby and shall survive payment and performance or discharge of the Secured
Obligations and the termination of this Security Agreement.
7.2 Governing Law. THIS SECURITY AGREEMENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND
BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE CHOICE OF
LAW PRINCIPLES THEREOF.
7.3 Notices. Except as otherwise expressly provided herein, all
notices, requests and demands to or upon the respective parties hereto to be
effective shall be in writing (including by telecopy, telex, or cable
communication), and shall be deemed to have been duly given or made when
delivered by hand, or five days after being deposited in the United States mail,
postage prepaid, or, in the case of telex notice, when sent, answer-back
received, or in the case of telecopy notice, when sent, or in the case of a
nationally recognized overnight courier service, one business day after delivery
to such courier service, addressed, in the case of each party hereto, at its
address specified opposite its signature below, or to such other address as may
be designated by any party in a written notice to the other party hereto.
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If to any of the Debtors:
c% Xxxxx Atlantic City Associates
Mississippi Avenue and The Boardwalk
Atlantic City, New Jersey
Attention: President
with a copy to:
Xxxxxxx Xxxx & Xxxxxxxxx
000 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxx Xxxxxxx, Esq.
If to the Secured Party:
First Bank National Association
000 Xxxx Xxxxx Xxxxxx
Xx. Xxxx, Xxxxxxxxx 00000
Attention: Corporate Trust Department
7.4 Successors and Assigns. This Security Agreement shall be binding
upon and inure to the benefit of the Debtors, the Secured Party, all future
holders of the Secured Obligations and their respective successors and assigns,
except that the Debtor may not assign or transfer any of its rights or
obligations under this Security Agreement without the prior written consent of
the Secured Party.
7.5 Waivers and Amendments. None of the terms or provisions of this
Security Agreement may be waived, amended, supplemented or otherwise modified
except by a written instrument executed by the party against whom enforcement is
sought. In the case of any waiver, the Debtors and the Secured Party shall be
restored to their former position and rights hereunder and under the outstanding
Obligations, and any Default or Event of Default waived shall be deemed to be
cured and not continuing, but no such waiver shall extend to any subsequent or
other Default or Event of Default, or impair any right consequent thereon.
7.6 No Waiver; Remedies Cumulative. No failure or delay on the part
of the Secured Party in exercising any right, power or privilege hereunder and
no course of dealing between the Debtors and the Secured Party shall operate as
a waiver thereof; nor shall any single or partial exercise of any right, power
or privilege hereunder preclude any other or further exercise thereof or the
exercise of any other right, power or privilege. A waiver by the Secured Party
of any right or remedy hereunder on any one occasion shall not be construed as a
bar to any right or remedy which the Secured Party would otherwise have on any
future occasion. The rights and remedies herein expressly provided are
cumulative and may be exercised singly or concurrently and as often and in such
order as the Secured Party deems expedient and are not exclusive of any rights
or remedies which the Secured Party would otherwise have whether by security
agreement or now or hereafter existing under applicable law. No notice to or
demand on the Debtors in any case shall entitle the Debtors to any other or
further notice or demand in
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similar or other circumstances or constitute a waiver of the rights of the
Secured Party to any other or future action in any circumstances without notice
or demand.
7.7 Termination; Release. This Security Agreement shall terminate
concurrently with, and as provided for in, the Collateral Agency Agreement.
7.8 Headings Descriptive. The headings of the several Sections and
subsections of this Security Agreement are inserted for convenience only and
shall not in any way affect the meaning or construction of any provision of this
Security Agreement.
7.9 Severability. In case any provision in or obligation under this
Security Agreement or the Secured Obligations shall be invalid, illegal or
unenforceable in any jurisdiction, the validity, legality and enforceability of
the remaining provisions or obligations, or of such provision or obligation in
any other jurisdiction, shall not in any way be affected or impaired thereby.
7.10 Gaming Laws. This Security Agreement and the Security interests
are subject to the Casino Control Act of the State of New Jersey and the rules
and regulations thereunder (the "Gaming Regulations").
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IN WITNESS WHEREOF, the Debtors and the Secured Party have caused this
Security Agreement to be duly executed and delivered as of the date first above
written.
FIRST BANK NATIONAL ASSOCIATION,
as Secured Party
BY: /s/
--------------------------------
Name:
Title:
XXXXX ATLANTIC CITY ASSOCIATES
BY: XXXXX ATLANTIC CITY HOLDING
INC., its general partner
BY: /s/
--------------------------------
Name:
Title:
XXXXX PLAZA ASSOCIATES
BY: XXXXX ATLANTIC CITY CORPORATION,
its general partner
BY: /s/
--------------------------------
Name:
Title:
XXXXX TAJMAHAL ASSOCIATES
BY: XXXXX ATLANTIC CITY CORPORATION,
its general partner
BY: /s/
--------------------------------
Name:
Title:
Schedule A
Filing Offices
Jurisdiction Office
------------ ------
New York New York Secretary of State
New York New York Register, New York County
New Jersey New Jersey Secretary of State
New Jersey Atlantic County Clerk
Schedule B
Inventory &
Equipment
Debtor Executive Office Address
---------------------------- ---------------------------- -----------
Trump Atlantic City Mississippi Avenue and The (1)
Associates Boardwalk Xxxxxxxx Xxxx,
Xxx Xxxxxx 00000
Xxxxx Plaza Associates Mississippi Avenue and The (1)
Boardwalk Xxxxxxxx Xxxx,
Xxx Xxxxxx 00000
Xxxxx Xxx Xxxxx Associates 1000 The Boardwalk (1)
Xxxxxxxx Xxxx, Xxx Xxxxxx
00000
Trump Atlantic City Funding, Mississippi Avenue and The (1)
Inc. Boardwalk Xxxxxxxx Xxxx,
Xxx Xxxxxx 00000
Trump Atlantic City Mississippi Avenue and (1)
Corporation Xxx Xxxxxxxxx Xxxxxxxx
Xxxx, Xxx Xxxxxx 00000
(1) In each case the applicable Debtor's Equipment and inventory may be
located at either (a) Mississippi Avenue and Xxx Xxxxxxxxx, Xxxxxxxx
Xxxx, Xxx Xxxxxx 00000 or (b) 0000 Xxx Xxxxxxxxx, Xxxxxxxx Xxxx, Xxx
Xxxxxx 00000
