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Deed of Trust, Assignment of Rents and Leases, Security Agreement and Fixture Filing

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Title:

Deed of Trust, Assignment of Rents and Leases, Security Agreement and Fixture Filing

Entities:

Banc of America Securities LLC; Commonwealth Land Title Co.; Deutsche Bank Securities Inc.; Deutsche Bank Trust Company Americas; Bank of America, NA; Wynn Resorts Ltd

Date:

2002

Size:

Preview shows 42KB of 147KB total

Price:

$57

ID:

#117447

► Real Estate ► Fixture Filings ► Security ► Assignments ► Deeds of Trust, Assignments of Rents & Leases, Security Agreements & Fixture Filings
► Financial
► Financial ► Money Center Banks
► Real Estate

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APNs: A portion of 162-16-511-004 and 162-16-510-001
through 006, inclusive

Recording requested by and recorded
counterparts should be returned to:

Sony Ben-Moshe, Esq.
Latham & Watkins
701 B Street, Suite 2100
San Diego, California 92101

Mail Property Tax Statements to:

Valvino Lamore, LLC
Legal Department
3145 Las Vegas Boulevard South
Las Vegas, Nevada 89109

DEED OF TRUST, ASSIGNMENT OF RENTS AND LEASES,
SECURITY AGREEMENT AND FIXTURE FILING

MADE BY

VALVINO LAMORE, LLC,
a Nevada limited liability company,
as Trustor,

Nevada Title Company,
a Nevada corporation,
as Trustee,
for the benefit of

DEUTSCHE BANK TRUST COMPANY AMERICAS,
IN ITS CAPACITY AS ADMINISTRATIVE AGENT FOR THE BENEFIT OF THE BANKS,
AS BENEFICIARY

*******************************************************************************************

THIS INSTRUMENT IS TO BE FILED AND INDEXED IN THE REAL ESTATE RECORDS AND IS ALSO TO BE INDEXED IN THE INDEX OF FINANCING STATEMENTS OF CLARK COUNTY, NEVADA UNDER THE NAMES OF VALVINO LAMORE, LLC AS "DEBTOR" AND DEUTSCHE BANK TRUST COMPANY AMERICAS AS "SECURED PARTY."

THIS INSTRUMENT IS A "CONSTRUCTION MORTGAGE" AS THAT TERM IS DEFINED IN SECTION 104.9334(8) OF THE NEVADA REVISED STATUTES AND SECURES AN OBLIGATION INCURRED FOR THE CONSTRUCTION OF AN IMPROVEMENT UPON LAND.

TABLE OF CONTENTS

			Page
ARTICLE ONE COVENANTS OF TRUSTOR			10
	1.1	Performance of Financing Agreements	10
	1.2	General Representations, Covenants and Warranties	10
	1.3	Compliance with Legal Requirements	10
	1.4	Taxes	11
	1.5	Insurance	11
	1.6	Condemnation	11
	1.7	Care of Trust Estate	12
	1.8	Leases	12
	1.9	Further Encumbrance	13
	1.10	Partial Releases of Trust Estate	14
	1.11	Further Assurances	14
	1.12	Security Agreement and Financing Statements	15
	1.13	Assignment of Leases and Rents	17
	1.14	Expenses	17
	1.15	Beneficiary's Cure of Trustor's Default	18
	1.16	Use of Land	18
	1.17	Compliance with Permitted Lien Agreements	18
	1.18	Defense of Actions	18
	1.19	Affiliates	18
	1.20	Title Insurance	19
ARTICLE TWO GUARANTY PROVISIONS			19
	2.1	Interaction with Guaranty	19
	2.2	Other Collateral	19
ARTICLE THREE DEFAULTS			19
	3.1	Event of Default	19
ARTICLE FOUR REMEDIES			20
	4.1	Acceleration of Maturity	20
	4.2	Protective Advances	20
	4.3	Institution of Equity Proceedings	20
	4.4	Beneficiary's Power of Enforcement	20
	4.5	Beneficiary's Right to Enter and Take Possession, Operate and Apply Income	21
	4.6	Leases	22
	4.7	Purchase by Beneficiary	22
	4.8	Waiver of Appraisement, Valuation, Stay, Extension and Redemption Laws	23
	4.9	Receiver	23
	4.10	Suits to Protect the Trust Estate	23
	4.11	Proofs of Claim	23
	4.12	Application of Monies by Beneficiary	24
	4.13	Delay or Omission; No Waiver	24
	4.14	No Waiver of One Default to Affect Another	24
	4.15	Discontinuance of Proceedings; Position of Parties Restored	25
	4.16	Remedies Cumulative	25
	4.17	Interest After Event of Default	25
	4.18	Foreclosure; Expenses of Litigation	25
	4.19	Intentionally Omitted	25

	4.20	Waiver of Jury Trial	25
	4.21	Exculpation of Beneficiary	26
ARTICLE FIVE RIGHTS AND RESPONSIBILITIES OF TRUSTEE; OTHER PROVISIONS RELATING TO TRUSTEE			26
	5.1	Exercise of Remedies by Trustee	26
	5.2	Rights and Privileges of Trustee	26
	5.3	Resignation or Replacement of Trustee	26
	5.4	Authority of Beneficiary	27
	5.5	Effect of Appointment of Successor Trustee	27
	5.6	Confirmation of Transfer and Succession	27
	5.7	Exculpation	27
	5.8	Endorsement and Execution of Documents	27
	5.9	Multiple Trustees	28
	5.10	Terms of Trustee's Acceptance	28
ARTICLE SIX MISCELLANEOUS PROVISIONS			28
	6.1	Heirs, Successors and Assigns Included in Parties	28
	6.2	Addresses for Notices, Etc	28
	6.3	Change of Notice Address	29
	6.4	Headings	29
	6.5	Invalid Provisions to Affect No Others	29
	6.6	Changes and Priority Over Intervening Liens	29
	6.7	Estoppel Certificates	29
	6.8	Waiver of Setoff and Counterclaim	30
	6.9	Governing Law	30
	6.10	Required Notices	30
	6.11	Reconveyance	30
	6.12	Attorneys' Fees	30
	6.13	Late Charges	31
	6.14	Cost of Accounting	31
	6.15	Right of Entry	31
	6.16	Corrections	31
	6.17	Statute of Limitations	31
	6.18	Subrogation	31
	6.19	Joint and Several Liability	31
	6.20	Homestead	31
	6.21	Context	31
	6.22	Time	31
	6.23	Interpretation	32
	6.24	Effect of NRS 107.030	32
	6.25	Amendments	32
	6.26	No Conflicts	32
ARTICLE SEVEN POWER OF ATTORNEY			32
	7.1	Grant of Power	32
	7.2	Other Acts	32
ARTICLE EIGHT GUARANTOR PROVISIONS			33
	8.1	Absolute and Unconditional Obligations	33
	8.2	Waiver	33

SCHEDULE A DESCRIPTION OF THE LAND

DEED OF TRUST, ASSIGNMENT OF RENTS AND LEASES,
SECURITY AGREEMENT AND FIXTURE FILING

THIS DEED OF TRUST, ASSIGNMENT OF RENTS AND LEASES, SECURITY AGREEMENT AND FIXTURE FILING (hereinafter called "Deed of Trust") is made and effective as of July 2, 2002, by VALVINO LAMORE, LLC, a Nevada limited liability company (together with all successors and assigns of the Trust Estate (as hereinafter defined), "Trustor"), whose address is 3145 Las Vegas Boulevard South, Las Vegas, Nevada 89109, to Nevada Title Company, a Nevada corporation, whose address is 2500 North Buffalo, Suite 150, Las Vegas, Nevada 89128, as Trustee ("Trustee"), for the benefit of DEUTSCHE BANK TRUST COMPANY AMERICAS ("Beneficiary"), in its capacity as Administrative Agent under (i) that certain Amended and Restated Commitment Letter (as the same may be amended or modified from time to time, the "Commitment Letter") dated as of June 14, 2002, among Trustor, Beneficiary, Deutsche Bank Securities Inc., Bank of America, N.A., Banc of America Securities LLC, Bear Stearns Corporate Lending, Inc., Bear, Stearns & Co. Inc., Wynn Resorts Holdings, LLC, a Nevada limited liability company (formerly known as Wynn Resorts, LLC), and Wynn Las Vegas, LLC, a Nevada limited liability company ("Borrower"), and that certain Credit Agreement (as the same may be amended or modified from time to time, the "Credit Agreement") to be entered into in connection with and in furtherance of the Commitment Letter among Borrower, Beneficiary and the other parties signatory thereto (such other parties, together with Beneficiary and Deutsche Bank Securities Inc., the "Banks") pursuant to which the Banks have agreed to lend to Borrower an aggregate principal amount of $1,000,000,000 and (ii) that certain Guaranty (as the same may be amended or modified from time to time, the "Guaranty") to be entered into in connection with and in furtherance of the Commitment Letter and the Credit Agreement by Trustor for the benefit of Beneficiary on behalf of the Banks pursuant to which Trustor will guaranty the payment and performance of all obligations of Borrower under the Credit Agreement and the other Loan Documents.

THIS INSTRUMENT SECURES FUTURE ADVANCES. THE MAXIMUM AMOUNT OF PRINCIPAL TO BE SECURED HEREBY IS $1,000,000,000. THIS INSTRUMENT IS TO BE GOVERNED BY THE PROVISIONS OF NRS 106.300 THROUGH NRS 106.400 INCLUSIVE.

THE OBLIGATIONS SECURED HEREBY INCLUDE REVOLVING CREDIT OBLIGATIONS WHICH PERMIT BORROWING, REPAYMENT AND REBORROWING. INTEREST ON OBLIGATIONS SECURED HEREBY ACCRUES AT A RATE WHICH MAY FLUCTUATE FROM TIME TO TIME.

DEFINITIONS-As used in this Deed of Trust, the following terms have the meanings hereinafter set forth:

"Accounts Receivable" shall have the meaning set forth in Section 9-102 (NRS 104.9102) of the UCC for the term "account."

"Appurtenant Rights" means all and singular tenements, hereditaments, rights, reversions, remainders, development rights, privileges, benefits, easements (in gross or appurtenant), rights-of-way, gores or strips of land, streets, ways, alleys, passages, sewer rights, water courses, water rights and powers, and all appurtenances whatsoever and claims or demands of Trustor at law or in equity in any way belonging, benefiting, relating or appertaining to the Land, the airspace over the Land, the Improvements or any of the Trust Estate encumbered by this Deed of Trust, or which hereinafter shall in any way belong, relate or be appurtenant thereto, whether now owned or hereafter acquired by Trustor.

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