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FILED: NEW YORK COUNTY CLERK 08/28/2019 07:43 PM INDEX NO. 654079/2019
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Exhibit C
FILED: NEW YORK COUNTY CLERK 08/28/2019 07:43 PM INDEX NO. 654079/2019
NYSCEF DOC. NO. 56 RECEIVED NYSCEF: 08/28/2019
SECURITY AGREEMENT
among
CHUKCHANSI ECONOMIC DEVELOPMENT AUTHORITY
as Issuer and a Grantor
and
EACH OF THE OTHER GRANTORS PARTY HERETO,
as Grantors
and
WELLS FARGO BANK, NATIONAL ASSOCIATION
as Collateral Agent
Dated as of May 30, 2012
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TABLE OF CONTENTS
PAGE
SECTION 1. DEFINITIONS.............................................................................................2
1.1 General Definitions ..................................................................................................2
1.2 Definitions; Interpretation......................................................................................10
SECTION 2. GRANT OF SECURITY. ..........................................................................10
2.1 Grant of Security Interest by Grantors ...................................................................10
2.2 Certain Limited Exclusions....................................................................................11
SECTION 3. SECURITY FOR OBLIGATIONS; GRANTORS REMAIN
LIABLE. ....................................................................................................................11
3.1 Security for Obligations .........................................................................................11
3.2 Continuing Liability Under Collateral ...................................................................11
3.3 Nature of Liens ......................................................................................................12
SECTION 4. REPRESENTATIONS AND WARRANTIES AND
COVENANTS. ..................................................................................................................12
4.1 Generally. ...............................................................................................................12
4.2 Equipment and Inventory.......................................................................................15
4.3 Receivables. ...........................................................................................................16
4.4 Investment Related Property. .................................................................................17
4.5 Material Contracts ..................................................................................................22
4.6 Letter-of-Credit Rights...........................................................................................23
4.7 Intellectual Property. ..............................................................................................23
4.8 Commercial Tort Claims........................................................................................25
4.9 Revenues and Cash. ...............................................................................................25
4.10 Perfection of De Minimus Collateral .....................................................................25
SECTION 5. ACCESS; RIGHT OF INSPECTION AND FURTHER
ASSURANCES; ADDITIONAL GRANTORS. ...............................................................26
5.1 Access, Right of Inspection. ..................................................................................26
5.2 Further Assurances.................................................................................................26
5.3 Additional Grantors ...............................................................................................27
SECTION 6. COLLATERAL AGENT APPOINTED ATTORNEY-IN-FACT. ...........27
6.1 Power of Attorney ..................................................................................................27
6.2 No Duty on the Part of Collateral Agent or Secured Creditors .............................28
SECTION 7. REMEDIES................................................................................................29
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7.1 Generally. ...............................................................................................................29
7.2 Application of Proceeds .........................................................................................30
7.3 Sales on Credit .......................................................................................................31
7.4 Investment Accounts ..............................................................................................31
7.5 Investment Related Property ..................................................................................31
7.6 Intellectual Property. ..............................................................................................31
7.7 Cash Proceeds ........................................................................................................33
SECTION 8. COLLATERAL AGENT. ..........................................................................34
SECTION 9. CONTINUING SECURITY INTEREST; TRANSFER OF
LOANS. ....................................................................................................................34
SECTION 10. STANDARD OF CARE; COLLATERAL AGENT MAY
PERFORM. ....................................................................................................................34
SECTION 11. MISCELLANEOUS. .................................................................................35
11.1 General ...................................................................................................................35
11.2 Waivers ..................................................................................................................36
11.3 LIMITATIONS ON MANAGEMENT .................................................................37
11.4 Management Activities ..........................................................................................37
11.5 Updates to Disclosure Schedules ...........................................................................38
11.6 APPLICABLE LAW; RULES OF CONSTRUCTION. .......................................38
11.7 WAIVER OF JURY TRIAL..................................................................................38
11.8 Limited Waiver of Sovereign Immunity ................................................................39
11.9 Dispute Resolution. ................................................................................................41
11.10 Section 81 Compliance. .........................................................................................42
SCHEDULE 4.1 — GENERAL INFORMATION
SCHEDULE 4.2 — LOCATION OF EQUIPMENT AND INVENTORY
SCHEDULE 4.4 — INVESTMENT RELATED PROPERTY
SCHEDULE 4.5 — MATERIAL CONTRACTS
SCHEDULE 4.6 — DESCRIPTION OF LETTERS OF CREDIT
SCHEDULE 4.7 — INTELLECTUAL PROPERTY - EXCEPTIONS
SCHEDULE 4.8 — COMMERCIAL TORT CLAIMS
ANNEX I – JOINDER AGREEMENT
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EXHIBIT A — SECURITY SUPPLEMENT
EXHIBIT B — ACCOUNT CONTROL AGREEMENT
EXHIBIT C — UNCERTIFICATED SECURITIES CONTROL AGREEMENT
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SECURITY AGREEMENT
This SECURITY AGREEMENT, dated as of May 30, 2012 (this “Agreement”),
is made by (a) CHUKCHANSI ECONOMIC DEVELOPMENT AUTHORITY (the “Issuer”),
and (b) EACH OF THE OTHER PARTIES HERETO, whether as an original signatory hereto or
as an Additional Grantor (each, a “Grantor” and, collectively, together with the Issuer, the
“Grantors”), in favor of WELLS FARGO BANK, NATIONAL ASSOCIATION, not
individually, but solely as collateral agent (the “Collateral Agent”) for the benefit of the
Noteholders (as defined below).
RECITALS
WHEREAS, the Issuer is a wholly-owned unincorporated enterprise of the
Picayune Rancheria of the Chukchansi Indians (the “Tribe”), a federally recognized Indian tribe;
WHEREAS, the Issuer, the Tribe, the Grantors (if any) and Wells Fargo Bank,
National Association (in its capacity as trustee thereunder, the “Trustee”) have entered into an
indenture (as amended, modified, restated and/or supplemented from time to time, the “New
Notes Indenture”), pursuant to which the Issuer will issue certain notes (such notes, together
with all other notes issued under the New Notes Indenture and notes issued in exchange therefor,
the “New Notes”), as contemplated therein (the holders of the New Notes (and their assignees)
are herein called the “Noteholders” and, together with the Trustee and the Collateral Agent, the
“Secured Creditors”);
WHEREAS, it is a condition precedent to the purchase of the New Notes by the
Noteholders that each Grantor shall have executed and delivered to the Collateral Agent this
Agreement;
WHEREAS, each Grantor has been constituted by the Tribe as a person with all
legal authority and standing necessary under applicable law to own its own property separate and
apart from property of the Tribe and to enter into binding agreements with respect to its property
and affairs in its own name and separate and apart from obligations of the Tribe; and
WHEREAS, Issuer will obtain benefits from the purchase of the New Notes by
the Noteholders and, accordingly, desires to execute this Agreement in order to satisfy the
condition described in the preceding paragraph and to induce the Noteholders to purchase the
New Notes from the Issuer.
AGREEMENT
NOW, THEREFORE, in consideration of the agreements, provisions and
covenants herein contained, and for other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, each Grantor and the Collateral Agent, for the
benefit of the Secured Creditors, and hereby covenants and agrees with the Collateral Agent for
the benefit of the Secured Creditors as follows:
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SECTION 1. DEFINITIONS.
1.1 General Definitions. In this Agreement, the following terms shall have the
following meanings:
“AAA” shall have the meaning given in Section 11.9
“Account Control Agreement” shall mean each Account Control Agreement,
dated as of the date hereof or entered into after the date hereof, substantially in the form of
Exhibit B attached hereto or in such other form as approved by the Collateral Agent, by and
among the Issuer or any other Grantor, a depositary bank, the Collateral Agent and each other
Person that is a party thereto, as amended, amended and restated, supplemented, or otherwise
modified from time to time, pursuant to which the Collateral Agent is granted control over the
Deposit Accounts listed therein.
“Account Debtor” shall mean each Person who is obligated on a Receivable or
any Supporting Obligation related thereto.
“Accounts” shall mean all “accounts” as defined in Article 9 of the UCC.
“Action” shall have the meaning given in Section 11.8(b).
“Additional Grantor” shall have the meaning given in Section 5.3.
“Agreement” shall have the meaning given in the preamble.
“Annual Update Date” shall mean the Issue Date and the last day of any fiscal
year.
“Assigned Agreements” shall mean all agreements and contracts (other than the
Transaction Documents and any agreement or contract constituting Excluded Assets) to which a
Grantor was a party prior to the date hereof, which a Grantor is a party as of the date hereof, or to
which a Grantor becomes a party after the date hereof, including, without limitation, each
Material Contract, as each such agreement may be amended, amended and restated,
supplemented or otherwise modified from time to time.
“California Federal Courts” shall have the meaning given in Section 11.8(c).
“California State Courts” shall have the meaning given in Section 11.8(c).
“Cash Proceeds” shall have the meaning given in Section 7.7.
“Chattel Paper” shall mean all “chattel paper” as defined in Article 9 of the
UCC, including, without limitation, “electronic chattel paper” or “tangible chattel paper”, as each
term is defined in Article 9 of the UCC.
“Collateral” shall have the meaning given in Section 2.1.
“Collateral Agent” shall have the meaning given in the preamble.
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“Collateral Documents” means collectively, this Agreement, each Account
Control Agreement, the Intercreditor Agreement, all UCC filings related to the security interests
granted by any of the foregoing documents and all other pledge agreements, collateral
assignments, security agreements and other documents or instruments evidencing, creating or
providing for a Lien as security for any of the Obligations of the Issuer and the Grantors under
the New Notes Indenture, the New Notes, the New Notes Guarantees or any of the foregoing
documents, in each case, as amended, amended and restated, extended, renewed, supplemented
or otherwise modified from time to time, in accordance with the terms thereof.
“Collateral Records” shall mean books, records, ledger cards, files,
correspondence, customer lists, blueprints, technical specifications, manuals, computer software,
computer printouts, tapes, disks and related data processing software and similar items that at
any time evidence or contain information relating to any of the Collateral or are otherwise
necessary or helpful in the collection thereof or realization thereupon.
“Collateral Support” shall mean all property assigned, hypothecated or
otherwise securing any Collateral and shall include any security agreement or other agreement
granting a lien or security interest in such property.
“Commercial Tort Claims” shall mean all “commercial tort claims” as defined
in Article 9 of the UCC, including, without limitation, all commercial tort claims listed on
Schedule 4.8.
“Commodities Accounts” (i) shall mean all “commodity accounts” as defined in
Article 9 of the UCC and (ii) shall include, without limitation, all of the accounts listed on
Schedule 4.4(D) under the heading “Commodities Accounts.”
“Copyright Licenses” shall mean any and all agreements providing for the
granting of any right in or to Copyrights (whether any Grantor is licensee or licensor thereunder)
including, without limitation, each agreement referred to in Schedule 4.7(B).
“Copyrights” shall mean all United States, and foreign copyrights (including
community designs), including but not limited to copyrights in software and databases, and all
Mask Works (as defined under 17 U.S.C. 901 of the U.S. Copyright Act), whether registered or
unregistered, and, with respect to any and all of the foregoing: (i) all registrations and
applications therefor including, without limitation, the registrations and applications referred to
in Schedule 4.7(A); (ii) all extensions and renewals thereof; (iii) all rights corresponding thereto
throughout the world; (iv) all rights to sue for past, present and future infringements thereof; and
(v) all Proceeds of the foregoing, including, without limitation, licenses, royalties, income,
payments, claims, damages and proceeds of suit.
“Deposit Accounts” (i) shall mean all “deposit accounts” as defined in Article 9
of the UCC and (ii) shall include, without limitation, all of the accounts listed on Schedule 4.4
under the heading “Deposit Accounts”.
“Documents” shall mean all “documents” as defined in Article 9 of the UCC.
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“Enforcement Event” shall mean (i) the Facility can no longer be lawfully
operated by the Issuer; (ii) after an Event of Default and during its continuance, the Noteholders
and the Tribe mutually agree that an Enforcement Event has occurred, or (iii)any person who
has a Lien junior to the Liens securing the New Notes has exercised any remedies causing the
Facility not to remain in operation or, after an Event of Default and while it is continuing, any
person who has a Lien junior to the Liens securing the New Notes seeks to exercise any remedies
that would cause the Facility not to remain in operation.
“Equipment” shall mean: (i) all “equipment” as defined in Article 9 of the UCC;
(ii) all machinery, manufacturing equipment, data processing equipment, computers, office
equipment, furnishings, furniture, appliances, and tools (in each case, regardless of whether
characterized as equipment under the UCC); and (iii) all accessions or additions thereto, all parts
thereof, whether or not at any time of determination incorporated or installed therein or attached
thereto, and all replacements therefor, wherever located, now or hereafter existing.
“Gaming Law” shall mean any federal or state law relating to gaming or gaming
equipment; provided, that Gaming Laws shall not include the Constitution, the Compact or any
other law of the Tribe.
“General Intangibles” (i) shall mean all “general intangibles” as defined in
Article 9 of the UCC, including “payment intangibles” also as defined in Article 9 of the UCC
and (ii) shall include, without limitation, all interest rate or currency protection or hedging
arrangements, all tax refunds, all licenses, permits, concessions and authorizations, all Assigned
Agreements and all Intellectual Property (in each case, regardless of whether characterized as
general intangibles under the UCC).
“Goods” (i) shall mean all “goods” as defined in Article 9 of the UCC and (ii)
shall include, without limitation, all Inventory and Equipment (in each case, regardless of
whether characterized as goods under the UCC).
“Governmental Authority” means the government of the United States or any
other nation (including any tribal nation), or of any political subdivision thereof, whether state,
tribal or local, and any Governmental Component, regulatory body, court, central bank or other
entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or
functions of or pertaining to government (including any Gaming Authority).
“Governmental Component” means with respect to the Tribe or any other
government, any corporation, board, enterprise, authority, division, branch, political subdivision,
agency, instrumentality or governmental component directly or indirectly owned or controlled by
the Tribe or such other government. For the avoidance of doubt, the Issuer is a Governmental
Component of the Tribe.
“Grantee” shall have the meaning given in Section 11.8(b).
“Grantors” shall have the meaning given in the preamble.
“Issuer” shall have the meaning given in the preamble.
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“Instruments” shall mean all “instruments” as defined in Article 9 of the UCC.
“Insurance” shall mean (i) all insurance policies covering any or all of the
Collateral (regardless of whether the Collateral Agent is the loss payee thereof) and (ii) any key
man life insurance policies.
“Intellectual Property” shall mean, collectively, all rights, priorities and
privileges with respect to intellectual property, whether arising under United States, Tribe,
multinational or foreign laws or otherwise, including, without limitation, the Copyrights, the
Copyright Licenses, the Patents, the Patent Licenses, the Trademarks, the Trademark Licenses,
the Trade Secrets, and the Trade Secret Licenses, and all rights to sue at law or in equity for any
infringement or other impairment thereof, including the right to receive all proceeds and
damages therefrom.
“Intercreditor Agreement” shall mean any intercreditor agreement entered into
pursuant to the terms of, and required by, the New Notes Indenture.
“Inventory” shall mean (i) all “inventory” as defined in Article 9 of the UCC and
(ii) all goods held for sale or lease or to be furnished under contracts of service or so leased or
furnished, all raw materials, work in process, finished goods, and materials used or consumed in
the manufacture, packing, shipping, advertising, selling, leasing, furnishing or production of such
inventory or otherwise used or consumed in any Grantor’s business; all goods in which any
Grantor has an interest in mass or a joint or other interest or right of any kind; and all goods
which are returned to or repossessed by any Grantor, all computer programs embedded in any
goods and all accessions thereto and products thereof (in each case, regardless of whether
characterized as inventory under the UCC).
“Investment Accounts” shall mean the Securities Accounts, Commodities
Accounts and Deposit Accounts.
“Investment Related Property” shall mean: (i) all “investment property” (as
such term is defined in Article 9 of the UCC) and (ii) all of the following (regardless of whether
classified as investment property under the UCC): all Pledged Debt, the Investment Accounts
and certificates of deposit.
“Joinder Agreement” shall mean a Joinder Agreement substantially in the form
of Annex I.
“Letter-of-Credit Right” shall mean “letter-of-credit right” as defined in
Article 9 of the UCC.
“Management Activities” shall have the meaning given in Section 11.3.
“Material Adverse Effect” means (a) a material adverse change in, or a material
adverse effect upon, the operations, business, assets, properties, liabilities (actual or contingent),
condition (financial or otherwise) of the Issuer and the other Grantors taken as a whole; (b) a
material impairment of the rights and remedies of the Collateral Agent or any Noteholder under
any material Transaction Document, or of the ability of the Issuer and each Grantor to perform
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its material obligations under any Transaction Document to which it is a party; or (c) a material
adverse effect upon the legality, validity, binding effect or enforceability against the Issuer and
each Grantor or the Tribe (acting in its own capacity) of any Transaction Document to which it is
a party.
“Material Contract” means, with respect to any Person, each contract to which
such Person is a party involving aggregate consideration payable to or by such Person of
$500,000 or more or otherwise material to the business, condition (financial or otherwise),
operations, performance, properties or prospects of such Person.
“Money” shall mean “money” as defined in the UCC.
“New Notes” shall have the meaning given in the recitals.
“New Notes Indenture” shall have the meaning given in the recitals.
“New York Federal Courts” shall have the meaning given in Section 11.8(c).
“New York State Courts” shall have the meaning given in Section 11.8(c).
“Non-Management Obligation” means any obligation of any Person, other than
an obligation to perform any act or refrain from performing any act that constitutes a
Management Activity prohibited by Section 11.4.
“Noteholders” shall have the meaning given in the recitals.
“Patent Licenses” shall mean all agreements providing for the granting of any
right in or to Patents (whether any Grantor is licensee or licensor thereunder) including, without
limitation, each agreement referred to in Schedule 4.7(D).
“Patents” shall mean all United States and foreign patents and certificates of
invention, or similar industrial property rights, and applications for any of the foregoing,
including, but not limited to: (i) each patent and patent application referred to in Schedule
4.7(C); (ii) all reissues, divisions, continuations, continuations-in-part, extensions, renewals, and
reexaminations thereof; (iii) all rights corresponding thereto throughout the world; (iv) all
inventions and improvements described therein; (v) all rights to sue for past, present and future
infringements thereof; (vi) all licenses, claims, damages, and proceeds of suit arising therefrom;
and (vii) all Proceeds of the foregoing, including, without limitation, licenses, royalties, income,
payments, claims, damages, and proceeds of suit.
“Pledged Debt” shall mean all Indebtedness owed to any Grantor, including,
without limitation, all Indebtedness described on Schedule 4.4(B) under the heading “Pledged
Debt,” issued by the obligors named therein, the instruments evidencing such Indebtedness, and
all interest, cash, instruments and other property or proceeds from time to time received,
receivable or otherwise distributed in respect of or in exchange for any or all of such
Indebtedness.
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“Pledged Equity Interests” shall mean all Pledged Stock, Pledged LLC Interests,
Pledged Partnership Interests and Pledged Trust Interests.
“Pledged LLC Interests” shall mean all current and future interests in any
limited liability company owned by any Grantor, including, without limitation, all limited
liability company interests listed on Schedule 4.4(A) under the heading “Pledged LLC Interests,”
and the certificates, if any, representing such limited liability company interests and any interest
of such Grantor on the books and records of such limited liability company or on the books and
records of any securities intermediary pertaining to such interest and all dividends, distributions,
cash, warrants, rights, options, instruments, securities and other property or proceeds from time
to time received, receivable or otherwise distributed in respect of or in exchange for any or all of
such limited liability company interests; provided that “Pledged LLC Interests” shall not include
any Excluded Assets.
“Pledged Partnership Interests” shall mean all current and future interests in
any general partnership, limited partnership, limited liability partnership or other partnership
owned by any Grantor, including, without limitation, all partnership interests listed on Schedule
4.4(A) under the heading “Pledged Partnership Interests,” and the certificates, if any,
representing such partnership interests and any interest of such Grantor on the books and records
of such partnership or on the books and records of any securities intermediary pertaining to such
interest and all dividends, distributions, cash, warrants, rights, options, instruments, securities
and other property or proceeds from time to time received, receivable or otherwise distributed in
respect of or in exchange for any or all of such partnership interests; provided that “Pledged
Partnership Interests” shall not include any Excluded Assets.
“Pledged Revenues” shall mean all “Pledged Revenues” as defined in the Tribal
UCC.
“Pledged Stock” shall mean all current and future shares of capital stock owned
by any Grantor, including, without limitation, all shares of capital stock described on Schedule
4.4(A) under the heading “Pledged Stock,” and the certificates, if any, representing such shares
and any interest of such Grantor on the books and records of the issuer of such shares or on the
books and records of any securities intermediary pertaining to such shares, and all dividends,
distributions, cash, warrants, rights, options, instruments, securities and other property or
proceeds from time to time received, receivable or otherwise distributed in respect of or in
exchange for any or all of such shares; provided that “Pledged Stock” shall not include any
Excluded Assets.
“Pledged Trust Interests” shall mean all current and future interests in any trust
owned by any Grantor, including, without limitation, all trust interests listed on Schedule 4.4(A)
under the heading “Pledged Trust Interests,” and the certificates, if any, representing such trust
interests and any interest of such Grantor on the books and records of such trust or on the books
and records of any securities intermediary pertaining to such interest and all dividends,
distributions, cash, warrants, rights, options, instruments, securities and other property or
proceeds from time to time received, receivable or otherwise distributed in respect of or in
exchange for any or all of such trust interests; provided that “Pledged Trust Interests” shall not
include any Excluded Assets.
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“Proceeds” shall mean: (i) all “proceeds” as defined in Article 9 of the UCC; and
(ii) shall include all dividends, payments or distributions made with respect to any Investment
Related Property and whatever is receivable or received when Collateral or proceeds are sold,
exchanged, collected or otherwise disposed of, whether such disposition is voluntary or
involuntary (in each case, regardless of whether characterized as proceeds under the UCC).
“Receivables” shall mean all rights to payment, whether or not earned by
performance, for goods or other property sold, leased, licensed, assigned or otherwise disposed
of, or services rendered or to be rendered, including, without limitation all such rights
constituting or evidenced by any Account, Chattel Paper, Instrument, General Intangible or
Investment Related Property, together with all of Grantor’s rights, if any, in any goods or other
property giving rise to such right to payment and all Collateral Support and Supporting
Obligations related thereto and all Receivables Records.
“Receivables Records” shall mean (i) all original copies of all documents,
instruments or other writings or electronic records or other Records evidencing the Receivables;
(ii) 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 Grantor or any
computer bureau or agent from time to time acting for any Grantor or otherwise; (iii) 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, acknowledgments, or other writings,
including, without limitation, lien search reports, from filing or other registration officers; (iv) all
credit information, reports and memoranda relating thereto; and (v) all other written or
nonwritten forms of information related in any way to the foregoing or any Receivable.
“Record” shall have the meaning specified in Article 9 of the UCC.
“Revenues and Cash” means all rents, profits, income, distributions, royalties,
revenues (including, without limitation, Pledged Revenues) and receipts derived at any time and
in any manner by the Issuer or the Grantors and all of the Issuer’s and Grantor’s rights to, and
interest with respect to the foregoing before actual possession, including without limitation, from
or related to the Related Business or the Chukchansi Gold Resort & Casino, whether the same
consists of money, instruments, or otherwise, and whether or not the same has been deposited
into any account or merely received or accrued.
“Secured Creditors” shall have the meaning given in the recitals.
“Secured Non-Management Obligations” means Secured Obligations that are
Non-Management Obligations.
“Secured Obligations” shall have the meaning given in Section 3.1.
“Securities Account Control Agreement” shall mean each Securities Account
Control Agreement entered into after the date hereof, in such form as approved by the Collateral
Agent, by and among the Issuer or any other Grantor, a securities intermediary, the Collateral
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Agent and each other Person that is a party thereto, as amended, amended and restated,
supplemented or otherwise modified from time to time, pursuant to which the Collateral Agent is
granted control over the Securities Accounts listed therein.
“Securities Accounts” (i) shall mean all “securities accounts” as defined in
Article 8 of the UCC and (ii) shall include, without limitation, all of the accounts listed on
Schedule 4.4(C) under the heading “Securities Accounts.”
“Securities Act” shall mean the Securities Act of 1933, as amended from time to
time, and any successor statute.
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FILED: NEW YORK COUNTY CLERK 08/28/2019 07:43 PM INDEX NO. 654079/2019 NYSCEF DOC. NO. 56 RECEIVED NYSCEF: 08/28/2019 Exhibit C FILED: NEW YORK COUNTY CLERK 08/28/2019 07:43 PM INDEX NO. 654079/2019 NYSCEF DOC. NO. 56 RECEIVED NYSCEF: 08/28/2019 SECURITY AGREEMENT among CHUKCHANSI ECONOMIC DEVELOPMENT AUTHORITY as Issuer and a Grantor and EACH OF THE OTHER GRANTORS PARTY HERETO, as Grantors and WELLS FARGO BANK, NATIONAL ASSOCIATION as Collateral Agent Dated as of May 30, 2012 SD\817436.15 FILED: NEW YORK COUNTY CLERK 08/28/2019 07:43 PM INDEX NO. 654079/2019 NYSCEF DOC. NO. 56 RECEIVED NYSCEF: 08/28/2019 TABLE OF CONTENTS PAGE SECTION 1. DEFINITIONS.............................................................................................2 1.1 General Definitions ..................................................................................................2 1.2 Definitions; Interpretation......................................................................................10 SECTION 2. GRANT OF SECURITY. ..........................................................................10 2.1 Grant of Security Interest by Grantors ...................................................................10 2.2 Certain Limited Exclusions....................................................................................11 SECTION 3. SECURITY FOR OBLIGATIONS; GRANTORS REMAIN LIABLE. ....................................................................................................................11 3.1 Security for Obligations .........................................................................................11 3.2 Continuing Liability Under Collateral ...................................................................11 3.3 Nature of Liens ......................................................................................................12 SECTION 4. REPRESENTATIONS AND WARRANTIES AND COVENANTS. ..................................................................................................................12 4.1 Generally. ...............................................................................................................12 4.2 Equipment and Inventory.......................................................................................15 4.3 Receivables. ...........................................................................................................16 4.4 Investment Related Property. .................................................................................17 4.5 Material Contracts ..................................................................................................22 4.6 Letter-of-Credit Rights...........................................................................................23 4.7 Intellectual Property. ..............................................................................................23 4.8 Commercial Tort Claims........................................................................................25 4.9 Revenues and Cash. ...............................................................................................25 4.10 Perfection of De Minimus Collateral .....................................................................25 SECTION 5. ACCESS; RIGHT OF INSPECTION AND FURTHER ASSURANCES; ADDITIONAL GRANTORS. ...............................................................26 5.1 Access, Right of Inspection. ..................................................................................26 5.2 Further Assurances.................................................................................................26 5.3 Additional Grantors ...............................................................................................27 SECTION 6. COLLATERAL AGENT APPOINTED ATTORNEY-IN-FACT. ...........27 6.1 Power of Attorney ..................................................................................................27 6.2 No Duty on the Part of Collateral Agent or Secured Creditors .............................28 SECTION 7. REMEDIES................................................................................................29 i SD\817436.15 FILED: NEW YORK COUNTY CLERK 08/28/2019 07:43 PM INDEX NO. 654079/2019 NYSCEF DOC. NO. 56 RECEIVED NYSCEF: 08/28/2019 7.1 Generally. ...............................................................................................................29 7.2 Application of Proceeds .........................................................................................30 7.3 Sales on Credit .......................................................................................................31 7.4 Investment Accounts ..............................................................................................31 7.5 Investment Related Property ..................................................................................31 7.6 Intellectual Property. ..............................................................................................31 7.7 Cash Proceeds ........................................................................................................33 SECTION 8. COLLATERAL AGENT. ..........................................................................34 SECTION 9. CONTINUING SECURITY INTEREST; TRANSFER OF LOANS. ....................................................................................................................34 SECTION 10. STANDARD OF CARE; COLLATERAL AGENT MAY PERFORM. ....................................................................................................................34 SECTION 11. MISCELLANEOUS. .................................................................................35 11.1 General ...................................................................................................................35 11.2 Waivers ..................................................................................................................36 11.3 LIMITATIONS ON MANAGEMENT .................................................................37 11.4 Management Activities ..........................................................................................37 11.5 Updates to Disclosure Schedules ...........................................................................38 11.6 APPLICABLE LAW; RULES OF CONSTRUCTION. .......................................38 11.7 WAIVER OF JURY TRIAL..................................................................................38 11.8 Limited Waiver of Sovereign Immunity ................................................................39 11.9 Dispute Resolution. ................................................................................................41 11.10 Section 81 Compliance. .........................................................................................42 SCHEDULE 4.1 — GENERAL INFORMATION SCHEDULE 4.2 — LOCATION OF EQUIPMENT AND INVENTORY SCHEDULE 4.4 — INVESTMENT RELATED PROPERTY SCHEDULE 4.5 — MATERIAL CONTRACTS SCHEDULE 4.6 — DESCRIPTION OF LETTERS OF CREDIT SCHEDULE 4.7 — INTELLECTUAL PROPERTY - EXCEPTIONS SCHEDULE 4.8 — COMMERCIAL TORT CLAIMS ANNEX I – JOINDER AGREEMENT ii SD\817436.15 FILED: NEW YORK COUNTY CLERK 08/28/2019 07:43 PM INDEX NO. 654079/2019 NYSCEF DOC. NO. 56 RECEIVED NYSCEF: 08/28/2019 EXHIBIT A — SECURITY SUPPLEMENT EXHIBIT B — ACCOUNT CONTROL AGREEMENT EXHIBIT C — UNCERTIFICATED SECURITIES CONTROL AGREEMENT iii SD\817436.15 FILED: NEW YORK COUNTY CLERK 08/28/2019 07:43 PM INDEX NO. 654079/2019 NYSCEF DOC. NO. 56 RECEIVED NYSCEF: 08/28/2019 SECURITY AGREEMENT This SECURITY AGREEMENT, dated as of May 30, 2012 (this “Agreement”), is made by (a) CHUKCHANSI ECONOMIC DEVELOPMENT AUTHORITY (the “Issuer”), and (b) EACH OF THE OTHER PARTIES HERETO, whether as an original signatory hereto or as an Additional Grantor (each, a “Grantor” and, collectively, together with the Issuer, the “Grantors”), in favor of WELLS FARGO BANK, NATIONAL ASSOCIATION, not individually, but solely as collateral agent (the “Collateral Agent”) for the benefit of the Noteholders (as defined below). RECITALS WHEREAS, the Issuer is a wholly-owned unincorporated enterprise of the Picayune Rancheria of the Chukchansi Indians (the “Tribe”), a federally recognized Indian tribe; WHEREAS, the Issuer, the Tribe, the Grantors (if any) and Wells Fargo Bank, National Association (in its capacity as trustee thereunder, the “Trustee”) have entered into an indenture (as amended, modified, restated and/or supplemented from time to time, the “New Notes Indenture”), pursuant to which the Issuer will issue certain notes (such notes, together with all other notes issued under the New Notes Indenture and notes issued in exchange therefor, the “New Notes”), as contemplated therein (the holders of the New Notes (and their assignees) are herein called the “Noteholders” and, together with the Trustee and the Collateral Agent, the “Secured Creditors”); WHEREAS, it is a condition precedent to the purchase of the New Notes by the Noteholders that each Grantor shall have executed and delivered to the Collateral Agent this Agreement; WHEREAS, each Grantor has been constituted by the Tribe as a person with all legal authority and standing necessary under applicable law to own its own property separate and apart from property of the Tribe and to enter into binding agreements with respect to its property and affairs in its own name and separate and apart from obligations of the Tribe; and WHEREAS, Issuer will obtain benefits from the purchase of the New Notes by the Noteholders and, accordingly, desires to execute this Agreement in order to satisfy the condition described in the preceding paragraph and to induce the Noteholders to purchase the New Notes from the Issuer. AGREEMENT NOW, THEREFORE, in consideration of the agreements, provisions and covenants herein contained, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, each Grantor and the Collateral Agent, for the benefit of the Secured Creditors, and hereby covenants and agrees with the Collateral Agent for the benefit of the Secured Creditors as follows: 1 SD\817436.15 FILED: NEW YORK COUNTY CLERK 08/28/2019 07:43 PM INDEX NO. 654079/2019 NYSCEF DOC. NO. 56 RECEIVED NYSCEF: 08/28/2019 SECTION 1. DEFINITIONS. 1.1 General Definitions. In this Agreement, the following terms shall have the following meanings: “AAA” shall have the meaning given in Section 11.9 “Account Control Agreement” shall mean each Account Control Agreement, dated as of the date hereof or entered into after the date hereof, substantially in the form of Exhibit B attached hereto or in such other form as approved by the Collateral Agent, by and among the Issuer or any other Grantor, a depositary bank, the Collateral Agent and each other Person that is a party thereto, as amended, amended and restated, supplemented, or otherwise modified from time to time, pursuant to which the Collateral Agent is granted control over the Deposit Accounts listed therein. “Account Debtor” shall mean each Person who is obligated on a Receivable or any Supporting Obligation related thereto. “Accounts” shall mean all “accounts” as defined in Article 9 of the UCC. “Action” shall have the meaning given in Section 11.8(b). “Additional Grantor” shall have the meaning given in Section 5.3. “Agreement” shall have the meaning given in the preamble. “Annual Update Date” shall mean the Issue Date and the last day of any fiscal year. “Assigned Agreements” shall mean all agreements and contracts (other than the Transaction Documents and any agreement or contract constituting Excluded Assets) to which a Grantor was a party prior to the date hereof, which a Grantor is a party as of the date hereof, or to which a Grantor becomes a party after the date hereof, including, without limitation, each Material Contract, as each such agreement may be amended, amended and restated, supplemented or otherwise modified from time to time. “California Federal Courts” shall have the meaning given in Section 11.8(c). “California State Courts” shall have the meaning given in Section 11.8(c). “Cash Proceeds” shall have the meaning given in Section 7.7. “Chattel Paper” shall mean all “chattel paper” as defined in Article 9 of the UCC, including, without limitation, “electronic chattel paper” or “tangible chattel paper”, as each term is defined in Article 9 of the UCC. “Collateral” shall have the meaning given in Section 2.1. “Collateral Agent” shall have the meaning given in the preamble. 2 SD\817436.15 FILED: NEW YORK COUNTY CLERK 08/28/2019 07:43 PM INDEX NO. 654079/2019 NYSCEF DOC. NO. 56 RECEIVED NYSCEF: 08/28/2019 “Collateral Documents” means collectively, this Agreement, each Account Control Agreement, the Intercreditor Agreement, all UCC filings related to the security interests granted by any of the foregoing documents and all other pledge agreements, collateral assignments, security agreements and other documents or instruments evidencing, creating or providing for a Lien as security for any of the Obligations of the Issuer and the Grantors under the New Notes Indenture, the New Notes, the New Notes Guarantees or any of the foregoing documents, in each case, as amended, amended and restated, extended, renewed, supplemented or otherwise modified from time to time, in accordance with the terms thereof. “Collateral Records” shall mean books, records, ledger cards, files, correspondence, customer lists, blueprints, technical specifications, manuals, computer software, computer printouts, tapes, disks and related data processing software and similar items that at any time evidence or contain information relating to any of the Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon. “Collateral Support” shall mean all property assigned, hypothecated or otherwise securing any Collateral and shall include any security agreement or other agreement granting a lien or security interest in such property. “Commercial Tort Claims” shall mean all “commercial tort claims” as defined in Article 9 of the UCC, including, without limitation, all commercial tort claims listed on Schedule 4.8. “Commodities Accounts” (i) shall mean all “commodity accounts” as defined in Article 9 of the UCC and (ii) shall include, without limitation, all of the accounts listed on Schedule 4.4(D) under the heading “Commodities Accounts.” “Copyright Licenses” shall mean any and all agreements providing for the granting of any right in or to Copyrights (whether any Grantor is licensee or licensor thereunder) including, without limitation, each agreement referred to in Schedule 4.7(B). “Copyrights” shall mean all United States, and foreign copyrights (including community designs), including but not limited to copyrights in software and databases, and all Mask Works (as defined under 17 U.S.C. 901 of the U.S. Copyright Act), whether registered or unregistered, and, with respect to any and all of the foregoing: (i) all registrations and applications therefor including, without limitation, the registrations and applications referred to in Schedule 4.7(A); (ii) all extensions and renewals thereof; (iii) all rights corresponding thereto throughout the world; (iv) all rights to sue for past, present and future infringements thereof; and (v) all Proceeds of the foregoing, including, without limitation, licenses, royalties, income, payments, claims, damages and proceeds of suit. “Deposit Accounts” (i) shall mean all “deposit accounts” as defined in Article 9 of the UCC and (ii) shall include, without limitation, all of the accounts listed on Schedule 4.4 under the heading “Deposit Accounts”. “Documents” shall mean all “documents” as defined in Article 9 of the UCC. 3 SD\817436.15 FILED: NEW YORK COUNTY CLERK 08/28/2019 07:43 PM INDEX NO. 654079/2019 NYSCEF DOC. NO. 56 RECEIVED NYSCEF: 08/28/2019 “Enforcement Event” shall mean (i) the Facility can no longer be lawfully operated by the Issuer; (ii) after an Event of Default and during its continuance, the Noteholders and the Tribe mutually agree that an Enforcement Event has occurred, or (iii)any person who has a Lien junior to the Liens securing the New Notes has exercised any remedies causing the Facility not to remain in operation or, after an Event of Default and while it is continuing, any person who has a Lien junior to the Liens securing the New Notes seeks to exercise any remedies that would cause the Facility not to remain in operation. “Equipment” shall mean: (i) all “equipment” as defined in Article 9 of the UCC; (ii) all machinery, manufacturing equipment, data processing equipment, computers, office equipment, furnishings, furniture, appliances, and tools (in each case, regardless of whether characterized as equipment under the UCC); and (iii) all accessions or additions thereto, all parts thereof, whether or not at any time of determination incorporated or installed therein or attached thereto, and all replacements therefor, wherever located, now or hereafter existing. “Gaming Law” shall mean any federal or state law relating to gaming or gaming equipment; provided, that Gaming Laws shall not include the Constitution, the Compact or any other law of the Tribe. “General Intangibles” (i) shall mean all “general intangibles” as defined in Article 9 of the UCC, including “payment intangibles” also as defined in Article 9 of the UCC and (ii) shall include, without limitation, all interest rate or currency protection or hedging arrangements, all tax refunds, all licenses, permits, concessions and authorizations, all Assigned Agreements and all Intellectual Property (in each case, regardless of whether characterized as general intangibles under the UCC). “Goods” (i) shall mean all “goods” as defined in Article 9 of the UCC and (ii) shall include, without limitation, all Inventory and Equipment (in each case, regardless of whether characterized as goods under the UCC). “Governmental Authority” means the government of the United States or any other nation (including any tribal nation), or of any political subdivision thereof, whether state, tribal or local, and any Governmental Component, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any Gaming Authority). “Governmental Component” means with respect to the Tribe or any other government, any corporation, board, enterprise, authority, division, branch, political subdivision, agency, instrumentality or governmental component directly or indirectly owned or controlled by the Tribe or such other government. For the avoidance of doubt, the Issuer is a Governmental Component of the Tribe. “Grantee” shall have the meaning given in Section 11.8(b). “Grantors” shall have the meaning given in the preamble. “Issuer” shall have the meaning given in the preamble. 4 SD\817436.15 FILED: NEW YORK COUNTY CLERK 08/28/2019 07:43 PM INDEX NO. 654079/2019 NYSCEF DOC. NO. 56 RECEIVED NYSCEF: 08/28/2019 “Instruments” shall mean all “instruments” as defined in Article 9 of the UCC. “Insurance” shall mean (i) all insurance policies covering any or all of the Collateral (regardless of whether the Collateral Agent is the loss payee thereof) and (ii) any key man life insurance policies. “Intellectual Property” shall mean, collectively, all rights, priorities and privileges with respect to intellectual property, whether arising under United States, Tribe, multinational or foreign laws or otherwise, including, without limitation, the Copyrights, the Copyright Licenses, the Patents, the Patent Licenses, the Trademarks, the Trademark Licenses, the Trade Secrets, and the Trade Secret Licenses, and all rights to sue at law or in equity for any infringement or other impairment thereof, including the right to receive all proceeds and damages therefrom. “Intercreditor Agreement” shall mean any intercreditor agreement entered into pursuant to the terms of, and required by, the New Notes Indenture. “Inventory” shall mean (i) all “inventory” as defined in Article 9 of the UCC and (ii) all goods held for sale or lease or to be furnished under contracts of service or so leased or furnished, all raw materials, work in process, finished goods, and materials used or consumed in the manufacture, packing, shipping, advertising, selling, leasing, furnishing or production of such inventory or otherwise used or consumed in any Grantor’s business; all goods in which any Grantor has an interest in mass or a joint or other interest or right of any kind; and all goods which are returned to or repossessed by any Grantor, all computer programs embedded in any goods and all accessions thereto and products thereof (in each case, regardless of whether characterized as inventory under the UCC). “Investment Accounts” shall mean the Securities Accounts, Commodities Accounts and Deposit Accounts. “Investment Related Property” shall mean: (i) all “investment property” (as such term is defined in Article 9 of the UCC) and (ii) all of the following (regardless of whether classified as investment property under the UCC): all Pledged Debt, the Investment Accounts and certificates of deposit. “Joinder Agreement” shall mean a Joinder Agreement substantially in the form of Annex I. “Letter-of-Credit Right” shall mean “letter-of-credit right” as defined in Article 9 of the UCC. “Management Activities” shall have the meaning given in Section 11.3. “Material Adverse Effect” means (a) a material adverse change in, or a material adverse effect upon, the operations, business, assets, properties, liabilities (actual or contingent), condition (financial or otherwise) of the Issuer and the other Grantors taken as a whole; (b) a material impairment of the rights and remedies of the Collateral Agent or any Noteholder under any material Transaction Document, or of the ability of the Issuer and each Grantor to perform 5 SD\817436.15 FILED: NEW YORK COUNTY CLERK 08/28/2019 07:43 PM INDEX NO. 654079/2019 NYSCEF DOC. NO. 56 RECEIVED NYSCEF: 08/28/2019 its material obligations under any Transaction Document to which it is a party; or (c) a material adverse effect upon the legality, validity, binding effect or enforceability against the Issuer and each Grantor or the Tribe (acting in its own capacity) of any Transaction Document to which it is a party. “Material Contract” means, with respect to any Person, each contract to which such Person is a party involving aggregate consideration payable to or by such Person of $500,000 or more or otherwise material to the business, condition (financial or otherwise), operations, performance, properties or prospects of such Person. “Money” shall mean “money” as defined in the UCC. “New Notes” shall have the meaning given in the recitals. “New Notes Indenture” shall have the meaning given in the recitals. “New York Federal Courts” shall have the meaning given in Section 11.8(c). “New York State Courts” shall have the meaning given in Section 11.8(c). “Non-Management Obligation” means any obligation of any Person, other than an obligation to perform any act or refrain from performing any act that constitutes a Management Activity prohibited by Section 11.4. “Noteholders” shall have the meaning given in the recitals. “Patent Licenses” shall mean all agreements providing for the granting of any right in or to Patents (whether any Grantor is licensee or licensor thereunder) including, without limitation, each agreement referred to in Schedule 4.7(D). “Patents” shall mean all United States and foreign patents and certificates of invention, or similar industrial property rights, and applications for any of the foregoing, including, but not limited to: (i) each patent and patent application referred to in Schedule 4.7(C); (ii) all reissues, divisions, continuations, continuations-in-part, extensions, renewals, and reexaminations thereof; (iii) all rights corresponding thereto throughout the world; (iv) all inventions and improvements described therein; (v) all rights to sue for past, present and future infringements thereof; (vi) all licenses, claims, damages, and proceeds of suit arising therefrom; and (vii) all Proceeds of the foregoing, including, without limitation, licenses, royalties, income, payments, claims, damages, and proceeds of suit. “Pledged Debt” shall mean all Indebtedness owed to any Grantor, including, without limitation, all Indebtedness described on Schedule 4.4(B) under the heading “Pledged Debt,” issued by the obligors named therein, the instruments evidencing such Indebtedness, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such Indebtedness. 6 SD\817436.15 FILED: NEW YORK COUNTY CLERK 08/28/2019 07:43 PM INDEX NO. 654079/2019 NYSCEF DOC. NO. 56 RECEIVED NYSCEF: 08/28/2019 “Pledged Equity Interests” shall mean all Pledged Stock, Pledged LLC Interests, Pledged Partnership Interests and Pledged Trust Interests. “Pledged LLC Interests” shall mean all current and future interests in any limited liability company owned by any Grantor, including, without limitation, all limited liability company interests listed on Schedule 4.4(A) under the heading “Pledged LLC Interests,” and the certificates, if any, representing such limited liability company interests and any interest of such Grantor on the books and records of such limited liability company or on the books and records of any securities intermediary pertaining to such interest and all dividends, distributions, cash, warrants, rights, options, instruments, securities and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such limited liability company interests; provided that “Pledged LLC Interests” shall not include any Excluded Assets. “Pledged Partnership Interests” shall mean all current and future interests in any general partnership, limited partnership, limited liability partnership or other partnership owned by any Grantor, including, without limitation, all partnership interests listed on Schedule 4.4(A) under the heading “Pledged Partnership Interests,” and the certificates, if any, representing such partnership interests and any interest of such Grantor on the books and records of such partnership or on the books and records of any securities intermediary pertaining to such interest and all dividends, distributions, cash, warrants, rights, options, instruments, securities and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such partnership interests; provided that “Pledged Partnership Interests” shall not include any Excluded Assets. “Pledged Revenues” shall mean all “Pledged Revenues” as defined in the Tribal UCC. “Pledged Stock” shall mean all current and future shares of capital stock owned by any Grantor, including, without limitation, all shares of capital stock described on Schedule 4.4(A) under the heading “Pledged Stock,” and the certificates, if any, representing such shares and any interest of such Grantor on the books and records of the issuer of such shares or on the books and records of any securities intermediary pertaining to such shares, and all dividends, distributions, cash, warrants, rights, options, instruments, securities and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares; provided that “Pledged Stock” shall not include any Excluded Assets. “Pledged Trust Interests” shall mean all current and future interests in any trust owned by any Grantor, including, without limitation, all trust interests listed on Schedule 4.4(A) under the heading “Pledged Trust Interests,” and the certificates, if any, representing such trust interests and any interest of such Grantor on the books and records of such trust or on the books and records of any securities intermediary pertaining to such interest and all dividends, distributions, cash, warrants, rights, options, instruments, securities and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such trust interests; provided that “Pledged Trust Interests” shall not include any Excluded Assets. 7 SD\817436.15 FILED: NEW YORK COUNTY CLERK 08/28/2019 07:43 PM INDEX NO. 654079/2019 NYSCEF DOC. NO. 56 RECEIVED NYSCEF: 08/28/2019 “Proceeds” shall mean: (i) all “proceeds” as defined in Article 9 of the UCC; and (ii) shall include all dividends, payments or distributions made with respect to any Investment Related Property and whatever is receivable or received when Collateral or proceeds are sold, exchanged, collected or otherwise disposed of, whether such disposition is voluntary or involuntary (in each case, regardless of whether characterized as proceeds under the UCC). “Receivables” shall mean all rights to payment, whether or not earned by performance, for goods or other property sold, leased, licensed, assigned or otherwise disposed of, or services rendered or to be rendered, including, without limitation all such rights constituting or evidenced by any Account, Chattel Paper, Instrument, General Intangible or Investment Related Property, together with all of Grantor’s rights, if any, in any goods or other property giving rise to such right to payment and all Collateral Support and Supporting Obligations related thereto and all Receivables Records. “Receivables Records” shall mean (i) all original copies of all documents, instruments or other writings or electronic records or other Records evidencing the Receivables; (ii) 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 Grantor or any computer bureau or agent from time to time acting for any Grantor or otherwise; (iii) 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, acknowledgments, or other writings, including, without limitation, lien search reports, from filing or other registration officers; (iv) all credit information, reports and memoranda relating thereto; and (v) all other written or nonwritten forms of information related in any way to the foregoing or any Receivable. “Record” shall have the meaning specified in Article 9 of the UCC. “Revenues and Cash” means all rents, profits, income, distributions, royalties, revenues (including, without limitation, Pledged Revenues) and receipts derived at any time and in any manner by the Issuer or the Grantors and all of the Issuer’s and Grantor’s rights to, and interest with respect to the foregoing before actual possession, including without limitation, from or related to the Related Business or the Chukchansi Gold Resort & Casino, whether the same consists of money, instruments, or otherwise, and whether or not the same has been deposited into any account or merely received or accrued. “Secured Creditors” shall have the meaning given in the recitals. “Secured Non-Management Obligations” means Secured Obligations that are Non-Management Obligations. “Secured Obligations” shall have the meaning given in Section 3.1. “Securities Account Control Agreement” shall mean each Securities Account Control Agreement entered into after the date hereof, in such form as approved by the Collateral Agent, by and among the Issuer or any other Grantor, a securities intermediary, the Collateral 8 SD\817436.15 FILED: NEW YORK COUNTY CLERK 08/28/2019 07:43 PM INDEX NO. 654079/2019 NYSCEF DOC. NO. 56 RECEIVED NYSCEF: 08/28/2019 Agent and each other Person that is a party thereto, as amended, amended and restated, supplemented or otherwise modified from time to time, pursuant to which the Collateral Agent is granted control over the Securities Accounts listed therein. “Securities Accounts” (i) shall mean all “securities accounts” as defined in Article 8 of the UCC and (ii) shall include, without limitation, all of the accounts listed on Schedule 4.4(C) under the heading “Securities Accounts.” “Securities Act” shall mean the Securities Act of 1933, as amended from time to time, and any successor statute.