Common use of Collateral Documents Clause in Contracts

Collateral Documents. The due and punctual payment of the principal and premium, if any, of, and interest on, the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and interest (to the extent permitted by law), if any, on the Notes and performance of all other Obligations under this Indenture, the Notes, the Security Documents and the Registration Rights Agreement, shall be secured as provided in the Security Documents. The Issuers shall, and shall cause each of the Restricted Subsidiaries to, do or cause to be done all such acts and things as may be necessary or proper, or as may be required by the provisions of the Security Documents, to assure and confirm to the Trustee the security interest in the Collateral contemplated hereby and by the Security Documents, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein and therein expressed. The Issuers shall, and shall cause each of the Restricted Subsidiaries to, take, upon request of the Trustee, any and all actions required to cause the Security Documents to create and maintain, as security for the Obligations under this Indenture, the Notes, the Security Documents and the Registration Rights Agreement, valid and enforceable, perfected (except as expressly provided herein or therein) Liens in and on all the Collateral, in favor of the Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, other than as provided herein and therein; provided, that the Trustee's Lien securing the Collateral may be subordinated pursuant to the terms of the Intercreditor Agreement to a Lien securing Indebtedness outstanding pursuant to Section 4.9(a) hereof, but only to the extent provided in the Intercreditor Agreement. The Issuers shall, and shall cause each of the Restricted Subsidiaries to, use all reasonable efforts to obtain all requisite consents to enable such Issuers or Restricted Subsidiary to provide a Lien on any license (other than any Gaming License), contract or agreement to which such Issuer or Restricted Subsidiary that is an Excluded Asset described in clause (iii) of the definition of "Excluded Assets."

Collateral Documents. (a) The due and punctual payment of the principal of and premiuminterest, if any, of, and interest on, on the Notes Securities when and as the same shall be due and payable, payable on any Payment Date (whether on an interest payment date, at upon maturity, by acceleration, repurchase, redemption or otherwise), and interest on the overdue principal of and defaulted interest (to the extent permitted by law), if any, on the Notes Securities and performance of all other Obligations of the Company and the Guarantor to the Holders of Securities or the Trustee under this Indenture, the Notes, the Security Documents Indenture and the Registration Rights AgreementSecurities, according to the terms hereunder or thereunder, shall be secured as provided in the Security applicable Collateral Documents. The Issuers shallEach Holder of Securities, by its acceptance thereof, consents and shall cause each agrees to the terms of the Restricted Subsidiaries to, applicable Collateral Documents (including without limitation the provisions respecting the foreclosure on and release of the Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms and authorizes and directs the Trustee to enter into such Collateral Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. (b) The Company and the Guarantor shall do or cause to be done all such acts and things as may be necessary or proper, or as may be required by the provisions of the Security Documentsany Collateral Document, to assure and confirm to the Trustee the security interest in the Collateral contemplated hereby and hereby, by the Security Documentsany Collateral Document or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of the Holders of Securities under this Indenture and of the Notes secured herebyIndenture, according to the intent and purposes herein and therein expressed. The Issuers shallCompany shall take, and or shall cause each of the Restricted its Subsidiaries to, to take, upon request of the Trustee, any and all actions reasonably required to cause the Security Collateral Documents to create and maintain, as security for the Obligations under this Indentureof the Company and Guarantor hereunder, the Notes, the Security Documents and the Registration Rights Agreement, a valid and enforceable, enforceable perfected (except as expressly provided herein or therein) Liens Lien in and on all of the Collateral, in favor of the TrusteeTrustee for the benefit of the Holders of Securities under this Indenture, which security interest is superior to and prior to the rights of all third Persons, Persons and subject to no other Liens, Liens other than Permitted Liens. (c) The Company and the Guarantor shall pledge as provided herein and therein; providedadditional Collateral all After-Acquired Property, that the Trustee's Lien securing the Collateral may be subordinated pursuant subject to the terms of the Intercreditor Agreement to a Lien securing Indebtedness outstanding pursuant to Section 4.9(a) hereof, but only to the extent provided in the Intercreditor AgreementPermitted Liens. The Issuers shall, Company and the Guarantor shall cause each of the Restricted Subsidiaries to, also use all commercially reasonable efforts to obtain all requisite consents to enable such Issuers or Restricted Subsidiary to provide a Lien on ensure that any license (other than any Gaming License), material contract or agreement relating to After-Acquired Property will not contain provisions that would impair or prevent the creation of a security interest therein or result in such contract or After-Acquired Property being excluded from the Collateral. (d) The Company, the Guarantor and the Trustee are also party to the Pledge and Security Agreement, which such Issuer or Restricted Subsidiary that agreement is an Excluded Asset described a Collateral Document with respect to the Securities issued hereunder and denominated as “L Bonds,” the purpose of which is to effect the grant of security interests in clause (iii) the Collateral for the benefit of the definition holders of "Excluded AssetsL Bonds. The terms and conditions of the Pledge and Security Agreement are incorporated herein by this reference."

Collateral Documents. The In order to secure the due and punctual payment of the principal and or premium, if any, of, and interest onand Additional Interest, if any, on the Notes when and as the same shall be due and payable, whether on an interest payment dateInterest Payment Date, at maturity, on any Asset Sale Offer Payment Date, Excess Loss Proceeds Payment Date, Excess Cash Flow Offer Date or Change of Control Purchase Date, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest (to the extent permitted by law)) interest and Additional Interest, if any, on the Notes and the performance of all other Obligations of each of the Issuers and the Guarantors to the Holders or the Trustee under this Indenture, the Notes, the Security Documents Guarantees, and any other documents contemplated hereby, as the case may be, the Issuers, the Guarantors, the Collateral Agent and the Registration Rights AgreementTrustee, shall be secured as provided applicable, have simultaneously with the execution of this Indenture entered into the Collateral Documents to create the security interests and for related matters. The Trustee, the Issuers and the Guarantors each hereby agree that the Collateral Agent and Trustee hold their interest in the Security Collateral in trust for their benefit and for the benefit of the Holders pursuant to the terms of the Collateral Documents. The Each of the Issuers shalland the Guarantors covenants and agrees that it shall execute, acknowledge and deliver to the Collateral Agent such further assignments, transfers, assurances or other instruments and shall cause each of the Restricted Subsidiaries to, do or cause to be done all such acts and things as may be necessary or proper, or as may be required by the provisions of the Security Documents, proper to assure and confirm to the Collateral Agent and Trustee the security their interest in the Collateral contemplated hereby and by the Security DocumentsCollateral, or any part thereof, as from time to time constituted, and the right, title and interest in and to the Collateral Documents so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein and therein expressed. The Issuers shall, and shall cause each of the Restricted Subsidiaries to, take, upon request of the Trustee, any and all actions required to cause the Security Documents to create and maintain, as security for the Obligations under this Indenture, the Notes, the Security Documents and the Registration Rights Agreement, valid and enforceable, perfected (except as expressly provided herein or therein) Liens in and on all the Collateral, in favor of the Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, other than as provided herein and therein; provided, that the Trustee's Lien securing the Collateral may be subordinated pursuant to the terms of the Intercreditor Agreement to a Lien securing Indebtedness outstanding pursuant to Section 4.9(a) hereof, but only to the extent provided in the Intercreditor Agreement. The Issuers shall, and shall cause each of the Restricted Subsidiaries to, use all reasonable efforts to obtain all requisite consents to enable such Issuers or Restricted Subsidiary to provide a Lien on any license (other than any Gaming License), contract or agreement to which such Issuer or Restricted Subsidiary that is an Excluded Asset described in clause (iii) of the definition of "Excluded Assets."

Collateral Documents. The due and punctual payment of the principal and premium, if any, of, of and interest on, on the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest (to the extent permitted by law), if any, on the Notes and performance of all other Obligations obligations of the Company and the Guarantors to the Holders of Notes or the Trustee under this Indenture, Indenture and the Notes, according to the Security Documents and the Registration Rights Agreementterms hereunder or thereunder, shall be secured as provided in the Security DocumentsCollateral Documents which the Company and the Guarantors shall enter into as provided in Section 10.02. Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Trustee to enter into the Collateral Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers shallCompany shall deliver to the Trustee copies of all Collateral Documents, and shall cause each of the Restricted Subsidiaries to, do or cause to be done all such acts and things as may be necessary or proper, or as may be required by the provisions of the Security Collateral Documents, to assure and confirm to the Trustee the security interest in the Collateral contemplated hereby and hereby, by the Security DocumentsCollateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein and therein expressed. The Issuers shallEchoStar shall take, and or shall cause each of the Restricted its Subsidiaries to, to take, upon request of the Trustee, any and all actions reasonably required to cause the Security Collateral Documents to create and maintain, as security for the Obligations under this Indentureof the Company hereunder, the Notes, the Security Documents and the Registration Rights Agreement, a valid and enforceable, enforceable perfected (except as expressly provided herein or therein) Liens Lien in and on all the Collateral, in favor of the TrusteeTrustee for the benefit of the Holders of Notes, superior to and prior to the rights of all third Persons, Persons and subject to no other Liens than Permitted Liens, other than as provided herein and therein; provided, that the Trustee's Lien securing except for those Liens with respect to which the Collateral may be subordinated pursuant to the terms of the Intercreditor Agreement to a Lien securing Indebtedness outstanding pursuant to Section 4.9(a) hereof, but only to the extent provided in the Intercreditor Agreement. The Issuers shall, and shall cause each of the Restricted Subsidiaries to, use all reasonable efforts to obtain all requisite consents to enable such Issuers Documents or Restricted Subsidiary to provide a Lien on any license (other than any Gaming License), contract this Indenture expressly contemplate prior or agreement to which such Issuer or Restricted Subsidiary that is an Excluded Asset described in clause (iii) of the definition of "Excluded AssetsPARI PASSU Liens."

Collateral Documents. The due and punctual payment of the principal and of, premium, if any, of, and interest on, on the Notes Securities when and as the same shall be due and payable, whether on an interest payment dateInterest Payment Date, at maturityStated Maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of of, premium and interest (to the extent permitted by law), if any, on the Notes Securities and performance of all other Obligations of the Company to the Holders or the Trustee under this Indenture, the Notes, the Security Documents Indenture and the Registration Rights AgreementSecurities, according to the terms hereunder and thereunder, shall be secured as provided in the Security Documents. The Issuers shallEach Holder, by its acceptance of a Security, consents and shall cause each agrees to the terms of the Restricted Subsidiaries toSecurity Documents (including, without limitation, the provisions providing for foreclosures and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with the terms thereof and hereof and authorizes and directs the Trustee to enter into the Security Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. Subject to the Permitted Liens, the Company will do or cause to be done all such acts and things as may be necessary or proper, or as may be required by the provisions of the Security Documents, to assure and confirm to the Trustee the security interest interests in the Collateral contemplated hereby and by the Security Documents, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes Securities secured hereby, according to the intent and purposes herein and therein expressed. The Issuers shallSubject to the Permitted Liens, and the Company shall cause each of the Restricted Subsidiaries to, take, upon request of the Trustee, any and all actions required to cause the Security Documents to create and maintain, as security for the Obligations of the Company under this Indenture, the Notes, the Security Documents Indenture and the Registration Rights AgreementSecurities, valid and valid, binding, enforceable, and perfected (except as expressly provided herein or therein) ), Liens in and on all the Collateral, in favor of the Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, Liens other than as provided herein and therein; provided, that the Trustee's Lien securing the Collateral may be subordinated pursuant to the terms of the Intercreditor Agreement to a Lien securing Indebtedness outstanding pursuant to Section 4.9(a) hereof, but only to the extent provided in the Intercreditor Agreement. The Issuers shall, and shall cause each of the Restricted Subsidiaries to, use all reasonable efforts to obtain all requisite consents to enable such Issuers or Restricted Subsidiary to provide a Lien on any license (other than any Gaming License), contract or agreement to which such Issuer or Restricted Subsidiary that is an Excluded Asset described in clause (iii) of the definition of "Excluded AssetsPermitted Liens."

Collateral Documents. The due and punctual payment of the principal and premium, if any, of, premium and interest on, on the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of of, premium and interest (to the extent permitted by law), if any, on the Notes and performance of all other Obligations of the Issuer and the Guarantors to the Holders or the Trustee under this Indenture, the Notes, the Security Documents Note Guarantees, the Intercreditor Agreement and the Registration Rights AgreementCollateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Security Collateral Documents, which define the terms of the Liens that secure the Obligations, subject to the terms of the Intercreditor Agreement. The Issuers shallTrustee and the Issuer hereby acknowledge and agree that the Collateral Agent holds the Collateral in trust for the benefit of the Holders and the Trustee and pursuant to the terms of the Collateral Documents and the Intercreditor Agreement. Each Holder, by accepting a Note, consents and agrees to the terms of the Collateral Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the Intercreditor Agreement as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and the Intercreditor Agreement, and shall cause each authorizes and directs the Collateral Agent to enter into the Collateral Documents and the Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith; provided, however, that if any of the Restricted Subsidiaries toprovisions of the Collateral Documents limit, qualify or conflict with the duties imposed by the provisions of the TIA, the TIA shall control. The Issuer shall deliver to the Collateral Agent copies of all documents required to be filed pursuant to the Collateral Documents, and will do or cause to be done all such acts and things as may be necessary or proper, or as may be reasonably required by the provisions next sentence of the Security Documentsthis Section 12.1, to assure and confirm to the Trustee Collateral Agent the security interest in the Collateral contemplated hereby and hereby, by the Security DocumentsCollateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein and therein expressed. The Issuers Issuer shall, and shall cause each the Subsidiaries of the Restricted Subsidiaries Issuer to, take, upon request of the Trustee, take any and all actions and make all filings (including the filing of UCC financing statements, continuation statements and amendments thereto) required to cause the Security Collateral Documents to create and maintain, as security for the Obligations of the Issuer and the Guarantors to the Secured Parties under this Indenture, the Notes, the Security Documents Note Guarantees, the Intercreditor Agreement and the Registration Rights AgreementCollateral Documents, a valid and enforceable, enforceable perfected (except as expressly provided herein or therein) Liens Lien and security interest in and on all the Collateral, in favor of the Trustee, superior to and prior to the rights of all third Persons, and Collateral (subject to no other Liens, other than as provided herein and therein; provided, that the Trustee's Lien securing the Collateral may be subordinated pursuant to the terms of the Intercreditor Agreement to a Lien securing Indebtedness outstanding pursuant to Section 4.9(a) hereofand the Collateral Documents), but only to the extent provided in the Intercreditor Agreement. The Issuers shall, and shall cause each favor of the Restricted Subsidiaries to, use all reasonable efforts Collateral Agent for the benefit of the Holders and the Trustee subject to obtain all requisite consents to enable such Issuers or Restricted Subsidiary to provide a Lien on any license (no Liens other than any Gaming License), contract or agreement to which such Issuer or Restricted Subsidiary that is an Excluded Asset described in clause (iii) of the definition of "Excluded AssetsPermitted Liens."

Collateral Documents. The due and punctual payment of the principal of and premiuminterest and Liquidated Damages, if any, of, and interest on, on the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Liquidated Damages (to the extent permitted by law), if any, on the Notes and the Note Guarantees and performance of all other Obligations obligations of the Company and the Guarantors to the Holders of Notes or the Trustee under this Indenture, the Notes, the Security Documents Notes and the Registration Rights AgreementNote Guarantees, shall be according to the terms hereunder or thereunder, are secured as provided in the Security DocumentsCollateral Documents which the Company and the Guarantors, as applicable, will enter into on the Acquisition Date. Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents (including, without limitation, the provisions providing for foreclosure and release of Note Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Trustee for the benefit of the Holders of the Notes and the Collateral Agent, as applicable, to enter into the Collateral Documents and to perform its respective obligations and exercise its respective rights thereunder in accordance therewith. The Issuers shallCompany will deliver to the Trustee copies of all documents delivered to the Collateral Agent pursuant to the Collateral Documents, and shall cause each of the Restricted Subsidiaries to, will do or cause to be done all such acts and things as may be necessary or proper, or as may be required by the provisions of the Security Collateral Documents, to assure and confirm to the Trustee and the Collateral Agent the security interest in the Note Collateral contemplated hereby and hereby, by the Security DocumentsCollateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes and Note Guarantees secured hereby, according to the intent and purposes herein and therein expressed. The Issuers shallCompany will take, and shall will cause each of the Restricted its Subsidiaries to, to take, upon request of the TrusteeTrustee or the Collateral Agent, any and all actions reasonably required to cause the Security Collateral Documents to create and maintain, as security for the Obligations under this Indentureof the Company hereunder, the Notes, the Security Documents and the Registration Rights Agreement, a valid and enforceable, enforceable perfected (except as expressly provided herein or therein) Liens second priority Lien in and on all the Note Collateral, in favor of the TrusteeTrustee for the benefit of the Holders of Notes and the Collateral Agent, superior to and prior to the rights of all third Persons, Persons and subject to no other Liens, Liens other than as provided herein First Lien Obligations and therein; provided, that the Trustee's Lien securing the Collateral may be subordinated pursuant to the terms of the Intercreditor Agreement to a Lien securing Indebtedness outstanding pursuant to Section 4.9(a) hereof, but only to the extent provided in the Intercreditor Agreement. The Issuers shall, and shall cause each of the Restricted Subsidiaries to, use all reasonable efforts to obtain all requisite consents to enable such Issuers or Restricted Subsidiary to provide a Lien on any license (other than any Gaming License), contract or agreement to which such Issuer or Restricted Subsidiary that is an Excluded Asset described in clause (iii) of the definition of "Excluded AssetsPermitted Liens."

Collateral Documents. The due and punctual payment of the principal and of, premium, if any, of, and interest on, on the Notes Securities when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest (to the extent permitted by law), if any, on the Notes Securities and performance of all other Obligations obligations of the Company to the Holders or the Trustee under this Indenture, the Notes, the Security Documents Indenture and the Registration Rights AgreementSecurities, according to the terms hereunder or thereunder, shall be secured as provided in the Security Collateral Documents. The Issuers shallEach Holder, by its acceptance of a Security, consents and shall cause each agrees to the terms of the Restricted Subsidiaries toCollateral Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with the terms thereof and hereof and authorizes and directs the Trustee to enter into the Intercreditor Agreement and to perform its obligations and exercise its respective rights thereunder in accordance therewith. The Company will do or cause to be done all such acts and things as may be necessary or proper, or as may be required by the provisions of the Security Collateral Documents, to assure and confirm to the Trustee Collateral Agent, for the benefit and security of the Holders, the security interest in the Collateral contemplated hereby and by the Security DocumentsCollateral Documents including, as from time to time constitutedthe Trust Estate, so as to render the same available for the security and benefit of this Indenture and of the Notes Securities secured hereby, according to the intent and purposes herein and therein expressed, subject to the Intercreditor Agreement. The Issuers shall, and Company shall cause each of the Restricted Subsidiaries to, take, upon request of the Trustee, any and all actions reasonably required to cause the Security Collateral Documents to create and maintain, as security for the Obligations obligations of the Company under this Indenture, the Notes, the Security Documents Indenture and the Registration Rights AgreementSecurities, valid and enforceable, perfected (except as expressly provided herein or therein) Liens in and on all the CollateralCollateral and such property, in favor of the TrusteeCollateral Agent, for the benefit and security of the Holders, superior to and prior to the rights of all third Personspersons, and subject to no other Liens, other than as provided herein and therein; providedherein, that the Trustee's Lien securing in the Collateral may be subordinated pursuant to the terms of the Intercreditor Agreement to a Lien securing Indebtedness outstanding pursuant to Section 4.9(a) hereofDocuments, but only to the extent provided and in the Intercreditor Agreement. The Issuers shall, and shall cause each of the Restricted Subsidiaries to, use all reasonable efforts to obtain all requisite consents to enable such Issuers or Restricted Subsidiary to provide a Lien on any license (other than any Gaming License), contract or agreement to which such Issuer or Restricted Subsidiary that is an Excluded Asset described in clause (iii) of the definition of "Excluded Assets."

Collateral Documents. The due and punctual payment of the principal and premiumAccreted Value of, premium if any, of, and interest on, on the Notes when and as the same shall be due and payable, whether on an interest payment dateInterest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest (to the extent permitted by law), if any, on the Notes and performance of all other Obligations obligations of the Company and the Guarantors, as the case may be, to the Holders or the Trustee under this Indenture, the Notes, the Security Documents Notes and the Registration Rights AgreementNote Guarantees, according to the terms hereunder or thereunder, shall be secured secured, subject to the Intercreditor Agreement, as provided in the Security Collateral Documents. The Issuers shallEach Holder of Notes, by its acceptance thereof, consents and shall cause each agrees to the terms of the Restricted Subsidiaries toCollateral Documents and the Intercreditor Agreement (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms, initially appoints Citibank, N.A. (not in its individual capacity but solely as Collateral Agent) to act as the “Collateral Agent” thereunder and authorizes and directs the Collateral Agent to enter into the Collateral Documents and the Trustee to enter into the Intercreditor Agreement on the terms set forth in the Collateral Documents and Intercreditor Agreement. The Company shall do or cause to be done all such acts and things as may be necessary or proper, or as may be required by the provisions of the Security DocumentsCollateral Documents and the Intercreditor Agreement, to assure and confirm to the Trustee Collateral Agent the security interest in the Collateral contemplated hereby and hereby, by the Security DocumentsCollateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein and therein expressed, subject to the Intercreditor Agreement. The Issuers shallCompany shall take, and or shall cause each of the Restricted Subsidiaries to, Guarantors to take, upon request of the Trustee, any and all actions reasonably required to cause the Security Collateral Documents to create and maintain, as security for the Obligations under this Indentureobligations of the Company and Guarantors hereunder, the Notes, the Security Documents and the Registration Rights Agreement, a valid and enforceable, enforceable perfected (except as expressly provided herein or therein) Liens Lien in and on all the Collateral, in favor of the TrusteeCollateral Agent, subject to the terms set forth in the Intercreditor Agreement, superior to and prior to the rights of all third Persons, and subject to no other Liens, Persons other than as provided herein and therein; provided, that the Trustee's Lien securing the Collateral may be subordinated pursuant to the terms of set forth in the Intercreditor Agreement to and Liens permitted under Section 4.09(4). In the event of a Lien securing Indebtedness outstanding pursuant to Section 4.9(a) hereof, but only to the extent provided in conflict between this Indenture and the Intercreditor Agreement. The Issuers shall, and the Intercreditor Agreement shall cause each of the Restricted Subsidiaries to, use all reasonable efforts to obtain all requisite consents to enable such Issuers or Restricted Subsidiary to provide a Lien on any license (other than any Gaming License), contract or agreement to which such Issuer or Restricted Subsidiary that is an Excluded Asset described in clause (iii) of the definition of "Excluded Assetsgovern."

Collateral Documents. (a) The due and punctual payment of the principal of and premiuminterest, if any, of, and interest on, on the Notes Securities when and as the same shall be due and payable, payable on any Payment Date (whether on an interest payment date, at upon maturity, by acceleration, repurchase, redemption or otherwise), and interest on the overdue principal of and defaulted interest (to the extent permitted by law), if any, on the Notes Securities and performance of all other Obligations obligations of the Company and the Guarantor to the Holders of Securities or the Trustee under this Indenture, the Notes, the Security Documents Indenture and the Registration Rights AgreementSecurities, according to the terms hereunder or thereunder, shall be secured as provided in the Security Collateral Documents. The Issuers shallEach Holder of Securities, by its acceptance thereof, consents and shall cause each agrees to the terms of the Restricted Subsidiaries to, Collateral Documents (including without limitation the provisions respecting the foreclosure on and release of the Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms and authorizes and directs the Trustee to enter into the Collateral Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. (b) The Company and the Guarantor shall do or cause to be done all such acts and things as may be necessary or proper, or as may be required by the provisions of the Security Documentsany Collateral Document, to assure and confirm to the Trustee the security interest in the Collateral contemplated hereby and hereby, by the Security Documentsany Collateral Document or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of the Holders of Securities under this Indenture and of the Notes secured herebyIndenture, according to the intent and purposes herein and therein expressed. The Issuers shallCompany shall take, and or shall cause each of the Restricted its Subsidiaries to, to take, upon request of the Trustee, any and all actions reasonably required to cause the Security Collateral Documents to create and maintain, as security for the Obligations under this Indentureof the Company and Guarantor hereunder, the Notes, the Security Documents and the Registration Rights Agreement, a valid and enforceable, enforceable perfected (except as expressly provided herein or therein) Liens Lien in and on all of the Collateral, in favor of the TrusteeTrustee for the benefit of the Holders of Securities under this Indenture, which security interest is superior to and prior to the rights of all third Persons, Persons and subject to no other Liens, Liens other than Permitted Liens. (c) The Company and the Guarantor shall pledge as provided herein additional Collateral all After-Acquired Property, subject to Permitted Liens. The Company and therein; providedthe Guarantor shall also use all commercially reasonable efforts to ensure that any material contract or agreement relating to After-Acquired Property will not contain provisions that would impair or prevent the creation of a security interest therein or result in such contract or After-Acquired Property being excluded from the Collateral. (d) The Company, that the Trustee's Lien securing Guarantor and the Trustee are also party to (i) the Intercreditor Agreement, which agreement is a Collateral may be subordinated pursuant Document, the purpose of which is to ensure ratable and pari passu rights with respect to certain Collateral as among the Holders of the Securities and the holders of Guarantor Secured Notes, and (ii) the Pledge and Security Agreement, which agreement is a Collateral Document, the purpose of which is to effect the grant of security interests in the Collateral. The terms and conditions of the Intercreditor Agreement to a Lien securing Indebtedness outstanding pursuant to Section 4.9(a) hereof, but only to and the extent provided in the Intercreditor Agreement. The Issuers shall, Pledge and shall cause each of the Restricted Subsidiaries to, use all reasonable efforts to obtain all requisite consents to enable such Issuers or Restricted Subsidiary to provide a Lien on any license (other than any Gaming License), contract or agreement to which such Issuer or Restricted Subsidiary that is an Excluded Asset described in clause (iii) of the definition of "Excluded AssetsSecurity Agreement are incorporated herein by this reference."

Collateral Documents. The due and punctual payment of the principal and of, premium, if any, of, and interest on, on the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest (to the extent permitted by law), if any, on the Notes and performance of all other Obligations obligations of the Company and the Subsidiary Guarantors to the holders of the Outstanding Notes or the Trustee under this Indenture, the Guarantees and the Notes, according to the Security Documents and the Registration Rights Agreementterms hereunder or thereunder, shall be secured as provided in the Security Collateral Documents, subject to Section 15.4 hereof. The Issuers shallEach holder of the Outstanding Notes, by its acceptance of a Note, consents and shall cause agrees to the terms of the Collateral Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with the terms thereof and hereof and authorizes and directs the Trustee to enter into each of the Restricted Subsidiaries to, Collateral Documents (including the Intercreditor Agreement) and to perform its respective obligations and exercise its respective rights thereunder in accordance therewith. The Company and each Subsidiary Guarantor shall do or cause to be done all such acts and things as may be necessary or proper, or as may be required by the provisions of the Security Collateral Documents, to assure and confirm to the Trustee the security interest in the Collateral contemplated hereby and by the Security Collateral Documents, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein and therein expressed. The Issuers shall, Company and each Subsidiary Guarantor shall cause each of the Restricted Subsidiaries to, take, upon request of the Trustee, take any and all actions required necessary, or reasonably requested by the Trustee, to cause the Security Collateral Documents to create and maintain, as security for of the Obligations of the Company and each Subsidiary Guarantor under this Indenture, Indenture and the Notes, the Security Documents and the Registration Rights Agreement, valid and enforceable, perfected (except as expressly provided herein or therein) ), Liens in and on all the Collateral (and in all assets and properties of the Company and any Subsidiary Guarantor, whether real, personal or mixed, tangible or intangible, which under this Indenture or any Collateral Documents is required to be included in the Collateral), in favor of the Trustee, superior to and prior to the rights of all third PersonsPersons except as permitted by Section 12.9 and the Collateral Documents (including pari passu Indebtedness permitted under the Intercreditor Agreement). Unless an Event of Default shall have occurred and be continuing, and subject the Trustee shall (in the absence of bad faith) not be required to no other Lienstake any action, or to require the Company to take any action, to maintain the priority or perfection of any Liens in the Collateral, other than as provided herein and therein; provided, set forth in the following two sentences. In the event that the Trustee's Lien securing Trustee receives an Opinion of Counsel or an Officer’s Certificate or a written notice from the Company or any holder of Outstanding Notes delivered pursuant to this Indenture requesting the Trustee to take any action, or stating that any action is required to be taken, in order to maintain the priority or perfection of any of the Liens of the Trustee in the Collateral, the Trustee shall take such actions, or cause such actions to be taken, as are set forth in such Opinion of Counsel, Officer’s Certificate or written notice. The Trustee shall be deemed not to know of any change in the law requiring the taking of such action unless such change is set forth in a subsequent Opinion of Counsel or Officer’s Certificate delivered pursuant to this Indenture or the Collateral may be subordinated pursuant to Documents or a written notice from the terms Company or holder of the Intercreditor Agreement to a Lien securing Indebtedness outstanding pursuant to Section 4.9(a) hereof, but only to the extent provided in the Intercreditor Agreement. The Issuers shall, and shall cause each of the Restricted Subsidiaries to, use all reasonable efforts to obtain all requisite consents to enable such Issuers or Restricted Subsidiary to provide a Lien on any license (other than any Gaming License), contract or agreement to which such Issuer or Restricted Subsidiary that is an Excluded Asset described in clause (iii) of the definition of "Excluded AssetsOutstanding Notes."

Collateral Documents. The due and punctual payment of the principal of and interest and premium, if any, of, and interest on, on the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and premium (to the extent permitted by law), if any, on the Notes and performance of all other Obligations obligations of the Issuers and Guarantors to the Holders of Notes or the Trustee under this Indenture, Indenture and the Notes, according to the Security Documents and the Registration Rights Agreementterms hereunder or thereunder, shall be are secured as provided in the Security DocumentsCollateral Documents which the Issuers and Guarantors have entered into simultaneously with the execution of this Indenture (including, without limitation, the Collateral Documents listed on Exhibit E hereto). Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral and limitations on exercise of rights and remedies) as the same may be in effect or may be amended from time to time in accordance with the terms of this Indenture and the Collateral Documents and authorizes and directs the Trustee to enter into the Collateral Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers shall, and shall cause each of the Restricted Subsidiaries to, do or cause to be done all such acts and things as may be necessary or proper, or as may be required by the provisions of the Security Collateral Documents, to assure and confirm to the Trustee the security interest interests in the Collateral contemplated hereby and hereby, by the Security DocumentsCollateral Documents or any part thereof, as from time to time constituted, so as to render the same available (subject to the terms of the Intercreditor Agreements) for the security and benefit of this Indenture and of Indenture, the Notes and the Note Guarantees secured herebyby the Collateral Documents, according to the intent and purposes herein and therein expressed. The Subject to the terms of the Intercreditor Agreements, the Issuers shalland the Restricted Entities shall take, and shall cause each of the their respective Restricted Subsidiaries to, that are party to one or more Collateral Documents to take, upon request of the Trustee, any and all actions reasonably required to cause the Security Collateral Documents to create and maintain, as security for the Obligations of the Issuers hereunder and of the Guarantors under this Indenturethe Note Guarantees, the Notes, the Security Documents and the Registration Rights Agreement, a valid and enforceable, enforceable perfected (except as expressly provided herein or therein) Liens Lien of the priority required by the Collateral Documents in and on all the Collateral, in favor of the TrusteeTrustee for the benefit of the Holders of Notes, superior to and prior to the rights of all third Persons, and in each case, subject only to no other Liens, other than as provided herein and therein; provided, that the Trustee's Lien Liens securing the Collateral may be subordinated pursuant to obligations under the Credit Agreement and other Permitted Liens and the terms of the Intercreditor Agreement to a Lien securing Indebtedness outstanding pursuant to Section 4.9(a) hereof, but only to the extent provided in the Intercreditor Agreement. The Issuers shall, and shall cause each of the Restricted Subsidiaries to, use all reasonable efforts to obtain all requisite consents to enable such Issuers or Restricted Subsidiary to provide a Lien on any license (other than any Gaming License), contract or agreement to which such Issuer or Restricted Subsidiary that is an Excluded Asset described in clause (iii) of the definition of "Excluded AssetsAgreements."

Collateral Documents. The due and punctual payment of the principal and premium, if any, of, premium and interest on, on the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of of, premium and interest (to the extent permitted by law), if any, on the Notes and performance of all other Obligations of the Issuer and the Guarantors to the Holders or the Trustee under this Indenture, the Notes, the Security Documents Note Guarantees, the Intercreditor Agreement and the Registration Rights AgreementCollateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Security Collateral Documents, which define the terms of the Liens that secure the Obligations, subject to the terms of the Intercreditor Agreement. The Issuers shallTrustee and the Issuer hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust for the benefit of the Holders and the Trustee and pursuant to the terms of the Collateral Documents and the Intercreditor Agreement. Each Holder, by accepting a Note, consents and agrees to the terms of the Collateral Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the Intercreditor Agreement as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and the Intercreditor Agreement, and authorizes and directs the Notes Collateral Agent to enter into the Collateral Documents and the Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer shall cause each deliver to the Notes Collateral Agent copies of all documents required to be filed pursuant to the Restricted Subsidiaries toCollateral Documents, and will do or cause to be done all such acts and things as may be necessary or proper, or as may be reasonably required by the provisions next sentence of the Security Documentsthis Section 12.1, to assure and confirm to the Trustee Notes Collateral Agent the security interest in the Collateral contemplated hereby and hereby, by the Security DocumentsCollateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein and therein expressed. The Issuers Issuer shall, and shall cause each the Subsidiaries of the Restricted Subsidiaries Issuer to, take, upon request of the Trustee, take any and all actions and make all filings (including the filing of UCC financing statements, continuation statements and amendments thereto) required to cause the Security Collateral Documents to create and maintain, as security for the Obligations of the Issuer and the Guarantors to the First Priority Notes Secured Parties under this Indenture, the Notes, the Security Documents Note Guarantees, the Intercreditor Agreement and the Registration Rights AgreementCollateral Documents, a valid and enforceable, enforceable perfected (except as expressly provided herein or therein) Liens Lien and security interest in and on all the Collateral, in favor of the Trustee, superior to and prior to the rights of all third Persons, and Collateral (subject to no other Liens, other than as provided herein and therein; provided, that the Trustee's Lien securing the Collateral may be subordinated pursuant to the terms of the Intercreditor Agreement to a Lien securing Indebtedness outstanding pursuant to Section 4.9(a) hereofand the Collateral Documents), but only to the extent provided in the Intercreditor Agreement. The Issuers shall, and shall cause each favor of the Restricted Subsidiaries to, use all reasonable efforts Notes Collateral Agent for the benefit of the Holders and the Trustee subject to obtain all requisite consents to enable such Issuers or Restricted Subsidiary to provide a Lien on any license (no Liens other than any Gaming License), contract or agreement to which such Issuer or Restricted Subsidiary that is an Excluded Asset described in clause (iii) of the definition of "Excluded AssetsPermitted Liens."

Collateral Documents. The due and punctual payment of the principal and premium, if any, of, and interest on, the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and interest (to the extent permitted by law), if any, on the Notes and performance of all other Obligations under this Indenture, the Notes, and the Security Documents and the Registration Rights AgreementDocuments, shall be secured as provided in the Security Documents. Each Holder, by its acceptance of a Note, consents and agrees to the terms of each Security Document, as the same may be in effect or may be amended from time to time in accordance with its respective terms, and authorizes and directs the Collateral Agent to enter into this Indenture and the Security Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers Collateral Agent hereunder shall have only such duties and responsibilities as are explicitly set forth herein and in the respective Security Documents and no others; provided that the Collateral Agent hereunder shall only take action with respect to or under the Security Documents in accordance with the written instructions of the Trustee acting on behalf of the Holders, and shall apply any proceeds from the enforcement of any security as set forth therein. The provisions of Article VII hereof relating to the Trustee acting in such capacity shall apply to the Collateral Agent hereunder to the extent applicable. In addition, the Issuer and the Note Guarantors, jointly and severally, hereby agree to indemnify the Collateral Agent hereunder on the same basis as their indemnity to the Trustee in Article VII hereof with respect to actions taken or not taken by it in accordance with this Indenture and the Security Documents. The Issuer shall, and shall cause each of the Restricted Subsidiaries to, do or cause to be done all such acts and things as may be necessary or proper, or as may be required by the provisions of the Security Documents, to assure and confirm to the Trustee Collateral Agent the security interest in the Collateral contemplated hereby and by the Security Documents, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein and therein expressed. The Issuers Issuer shall, and shall cause each of the Restricted Subsidiaries to, take, upon request of the Trustee, take any and all actions required to cause the Security Documents to create and maintain, as security for the Obligations under this Indenture, the Notes, Notes and the Security Documents and the Registration Rights AgreementDocuments, valid and enforceable, perfected (except as expressly provided herein or therein) Liens in and on all the Collateral, in favor of the TrusteeCollateral Agent, superior to and prior to the rights of all third Persons, and subject to no other Liens, other than as provided herein and therein; providedprovided that, that the Trustee's Collateral Agent’s Lien securing the Collateral may Obligations under this Indenture, the Notes and the Security Documents shall be subordinated to the extent and pursuant to the terms of the Intercreditor Agreement to a Lien securing Indebtedness outstanding pursuant to Section 4.9(a) hereof, but only to the extent provided in the Intercreditor Agreement. The Issuers Issuer shall, and shall cause each of the Restricted Subsidiaries to, use all reasonable efforts to obtain all requisite consents necessary to enable it or such Issuers or Restricted Subsidiary to provide a Lien on any license (other than any Gaming License), contract or agreement to which such the Issuer or Restricted Subsidiary is a party and that is constitutes an Excluded Asset described in clause (iii) of the definition of "“Excluded Assets."”

Collateral Documents. The due and punctual payment of the principal and of, premium, if any, of, and accrued but unpaid interest on, on the Notes Securities when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal amount of and the interest (to the extent permitted by law), if any, on the Notes Securities and performance of all other Obligations obligations of the Company and any Guarantor to the Holders or the Trustee under this Indenture, the Notes, the Security Documents Indenture and the Registration Rights AgreementSecurities, according to the terms hereunder or thereunder, shall be secured as provided in the Security Collateral Documents, subject to the Intercreditor Agreement. The Issuers shallEach Holder, by its acceptance of a Security, consents and agrees to the terms of the Collateral Documents and the Intercreditor Agreement (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with the terms thereof and hereof, and shall cause authorizes and directs the Trustee to enter into each of the Restricted Subsidiaries to, Collateral Documents and the Intercreditor Agreement and to perform its respective obligations and exercise its respective rights thereunder in accordance therewith. The Company and the Guarantors will do or cause to be done all such acts and things as may be necessary or proper, or as may be required by the provisions of the Security Collateral Documents, to assure and confirm to the Trustee the security interest interests in and Liens upon the Collateral contemplated hereby and by the Security DocumentsCollateral Documents including, in all property (real, personal and mixed) of the Company and the Guarantors acquired after the Securities are issued, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes Securities secured hereby, according to the intent and purposes herein and therein expressed. The Issuers shall, Company and each Guarantor shall cause each of the Restricted Subsidiaries to, take, upon request of the Trustee, any and all actions reasonably required to cause the Security Collateral Documents to create and maintain, as security for the Obligations obligations of the Company and the Guarantors under this Indenture, the Notes, the Security Documents Indenture and the Registration Rights AgreementSecurities, valid and enforceable, perfected (except as expressly provided herein or therein) Liens in and on all of the CollateralCollateral and such real property, in favor of the Trustee, for the benefit of the Holders, superior to and prior to the rights of all third Persons, persons and subject to no other Liens, other than as provided specifically permitted herein and therein; provided, that the Trustee's Lien securing the Collateral may be subordinated pursuant to the terms of the Intercreditor Agreement to a Lien securing Indebtedness outstanding pursuant to Section 4.9(a) hereof, but only to the extent provided in the Intercreditor Agreement. The Issuers shall, and shall cause each of the Restricted Subsidiaries to, use all reasonable efforts to obtain all requisite consents to enable such Issuers or Restricted Subsidiary to provide a Lien on any license (other than any Gaming License), contract or agreement to which such Issuer or Restricted Subsidiary that is an Excluded Asset described in clause (iii) of the definition of "Excluded Assets."

Collateral Documents. The due and punctual payment of the principal and premium, if any, of, of and interest on, on the Notes when and as the same shall be due and payable, whether on an interest payment date or a principal amortization date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest (to the extent permitted by law), if any, on the Notes and performance of all other Obligations obligations of the Issuer to the Holders of Notes, the Trustee or the Collateral Agent under this Indenture, the Notes, the Security Collateral Documents and the Registration Rights AgreementNotes, according to the terms hereunder or thereunder, shall be secured as provided in the Security DocumentsCollateral Documents which the Issuer and the Subsidiaries have entered into simultaneously with the execution of this Indenture. Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Collateral Agent to enter into the Collateral Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers shallIssuer shall deliver to the Trustee copies of all Collateral Documents, and shall cause each and, subject to the provisions of the Restricted Subsidiaries toCollateral Documents, shall do or cause to be done all such acts and things as may be necessary or proper, or as may be required by the provisions of the Security Collateral Documents, to assure and confirm to the Trustee the security interest in the Collateral contemplated hereby and hereby, by the Security DocumentsCollateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein and therein expressed. The Issuers shallIssuer shall take, and or shall cause each of the Restricted Subsidiaries to, to take, upon request of the Trustee, any and all actions reasonably required to cause the Security Collateral Documents to create and maintain, as security for the Obligations under this Indentureof the Issuer hereunder, the Notes, the Security Documents and the Registration Rights Agreement, a valid and enforceable, enforceable perfected (except as expressly provided herein or therein) Liens first priority Lien in and on all of the Collateral, in favor of the Collateral Agent for the benefit of the Trustee, the Collateral Agent and the Holders of Notes, (a) superior to and prior to the rights of all third PersonsPersons other than those holding the First Lien Debt, and (b) subject to no other Liens, Liens other than as provided herein and therein; provided, that the Trustee's Lien securing the Collateral may be subordinated pursuant to the terms of the Intercreditor Agreement to a Lien securing Indebtedness outstanding pursuant to Liens permitted under Section 4.9(a) 4.13 hereof, but only to the extent provided in the Intercreditor Agreement. The Issuers shall, and shall cause each of the Restricted Subsidiaries to, use all reasonable efforts to obtain all requisite consents to enable such Issuers or Restricted Subsidiary to provide a Lien on any license (other than any Gaming License), contract or agreement to which such Issuer or Restricted Subsidiary that is an Excluded Asset described in clause (iii) of the definition of "Excluded Assets."

Collateral Documents. The due Borrower, for itself and punctual payment its successors and assigns, covenants and agrees, and each of the principal Second Lien Lenders and premiumthe Second Lien Administrative Agent, each for itself and its respective successors and assigns, hereby agrees, that, to the extent and in the manner set forth in this Article, all liens now or hereafter acquired by Senior Collateral Trustee or any of the Senior Lenders in any or all of the Collateral (the "First Priority Liens") to secure the First Lien Indebtedness shall at all times be prior and superior to any lien now held or hereafter acquired by the Second Lien Administrative Agent or any of the Second Lien Lenders in the Collateral (the "Second Priority Liens"). Such priority shall be applicable irrespective of the time or order of attachment or perfection of any security interest or the time or order of filing of any financing statements, deeds of trust or other documents, or any statutes, rules or law, or judicial interpretations to the contrary. In the event and to the extent, if any, of, and interest on, the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and interest (to the extent permitted by law), if any, on the Notes and performance of all other Obligations under this Indenture, the Notes, the Security Documents and the Registration Rights Agreement, shall be secured as provided in the Security Documents. The Issuers shall, and shall cause each of the Restricted Subsidiaries to, do or cause to be done all such acts and things as may be necessary or proper, or as may be required by the provisions of the Security Documents, to assure and confirm to the Trustee the security interest in the Collateral contemplated hereby and by the Security Documents, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein and therein expressed. The Issuers shall, and shall cause each of the Restricted Subsidiaries to, take, upon request of the Trustee, any and all actions required to cause the Security Documents to create and maintain, as security for the Obligations under this Indenture, the Notes, the Security Documents and the Registration Rights Agreement, valid and enforceable, perfected (except as expressly provided herein or therein) Liens in and on all the Collateral, in favor of the Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, other than as provided herein and therein; provided, that the Trustee's Lien securing the Collateral may be subordinated liens arising pursuant to the terms Second Lien Collateral Documents attach to or encumber property of the Intercreditor Agreement Borrower upon which First Priority Liens do not exist or attach, then the Second Priority Liens shall be deemed to a secure the First Lien securing Indebtedness outstanding pursuant to Section 4.9(a) hereof, but only (in addition to the extent provided Second Lien Indebtedness) and any proceeds derived from any such property which is paid to or received or obtained by the Second Lien Administrative Agent shall be held for the benefit of and paid over to the Senior Collateral Trustee for the benefit of the Senior Lenders until such time as the Senior Collateral Trustee obtains a lien on such property or the First Lien Indebtedness is satisfied in the Intercreditor Agreementfull, whichever occurs first. The Issuers shall, lien subordination provisions in this Agreement are for the benefit of and shall cause each of be enforceable directly by the Restricted Subsidiaries toSenior Collateral Trustee, use all reasonable efforts the Senior Agent and the Senior Lenders. The Senior Collateral Trustee, the Senior Agent and the Senior Lenders shall be deemed to obtain all requisite consents to enable such Issuers or Restricted Subsidiary to provide a Lien on any license (other than any Gaming License), contract or agreement to which such Issuer or Restricted Subsidiary that is an Excluded Asset described have entered into the Senior Amendment Agreement in clause (iii) of the definition of "Excluded Assetsreliance upon this Agreement."

Collateral Documents. The (a) As general and continuing collateral security for the due and punctual payment satisfaction of all Obligations of the principal Issuers and premiumtheir Restricted Subsidiaries, if any, of, and interest on, the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and interest (to the extent permitted by law), if any, on the Notes and performance of all other Obligations under this Indenture, the NotesNotes and the Guarantees and the due performance by the Issuers and their Restricted Subsidiaries, if any, of their other Obligations hereunder and thereunder, the Security Documents Issuers and the Registration Rights Agreement, shall be secured as provided in the Security Documents. The Issuers shall, and shall cause each of the Restricted Subsidiaries tohave entered into, and any such Restricted Subsidiary and the Issuers, to the extent required by Section 4.10, 4.12 or 4.19 hereof, may enter into, Collateral Documents to grant Liens (subject to no Liens, other than Permitted Liens) on the Collateral. (b) The Company represents, covenants and agrees that it and its Restricted Subsidiaries have and shall at all times have, full right, power and lawful authority to grant, bargain, sell, release, convey, hypothecate, assign, mortgage, pledge, transfer and confirm the property constituting the Collateral pursuant to the Collateral Documents to which such Persons are party, free and clear of all Liens (other than Permitted Liens), and that (i) it will forever warrant and defend the title to the same against the claims of all Persons (except as to Permitted Liens), (ii) it and such of its Restricted Subsidiaries, as applicable, will execute, acknowledge and deliver to the Trustee such further assignments, transfers, assurances or other instruments as the Trustee may reasonably require and (iii) it and such of its Restricted Subsidiaries, as applicable, will do or cause to be done all such acts and things as may be necessary or proper, or as may be reasonably required by the provisions of the Security DocumentsTrustee, to assure and confirm to the Trustee such Lien on the security interest in the Collateral contemplated hereby and by the Security DocumentsCollateral, or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of the Collateral Documents, this Indenture and the Notes. The Company further covenants and agrees that each Collateral Document, as applicable, creates or will create (when delivered) a valid first-ranking Lien (subject to Permitted Liens) on the Primary Collateral subject thereto and a valid second-ranking Lien (subject to Permitted Liens) on the Secondary Collateral subject thereto. (c) Concurrently with (i) a Person becoming a Guarantor, (ii) the acquisition by the Company or any Restricted Subsidiary of any assets or property of the Notes secured hereby, according type which constitutes Collateral with a fair market value (as determined by the Board of Directors of the Company) in excess of $500,000 (provided that such $500,000 threshold will not apply to the intent extent that an Event of Default has occurred and purposes herein and therein expressed. The Issuers shallis continuing or an event of default has occurred or is continuing under the Credit Agreement), and shall cause each (iii) a Lien on any asset of the Company or its Restricted Subsidiaries to, take, upon request of the Trustee, any and all actions required to cause the Security Documents to create and maintain, as security for the Obligations under this Indenture, the Notes, the Security Documents and the Registration Rights Agreement, valid and enforceable, perfected (except as expressly provided herein or therein) Liens in and on all the Collateral, being granted in favor of any Indebtedness which is not Subordinated Indebtedness, or (iv) any Lien on Collateral to be granted pursuant to Sections 4.10, 4.12 or 10.6, the Company shall, or shall cause the applicable Restricted Subsidiary to, among other things: (1) in the case of personal property, execute and deliver to the Trustee such Uniform Commercial Code financing statements or take such other actions as shall be necessary or desirable to perfect and protect the Trustee, superior to ’s lien on and prior to security interest in such assets or property and the rights of all third Persons, and priority thereof (subject to no other Liens, Lines other than as provided herein Permitted Liens); (2) in the case of each Real Property, execute and therein; provided, that deliver to the Trustee's Lien securing , a Mortgage, title insurance policy, survey, legal opinion, UCC fixture filings and other documents and instruments meeting the Collateral may be subordinated pursuant to the terms requirements of the Intercreditor Agreement to a Lien securing Indebtedness outstanding pursuant to Section 4.9(a7(b) hereof, but only to the extent provided in the Intercreditor Agreement. The Issuers shall, and shall cause each of the Restricted Subsidiaries to, use all reasonable efforts to obtain all requisite consents to enable such Issuers or Restricted Subsidiary to provide a Lien on any license (other than any Gaming License), contract or agreement to which such Issuer or Restricted Subsidiary that is an Excluded Asset described in clause (iiik) of the definition Purchase Agreement, each in form and substance satisfactory to Trustee, and pay all costs and expenses in connection therewith, including those set forth in Section 7(k)(ix) of "Excluded Assetsthe Purchase Agreement; and (3) promptly deliver to the Trustee opinions of counsel as to the enforceability and perfection of such Liens and security interests, in form and substance satisfactory to the Trustee."

Collateral Documents. The due and punctual payment of the principal and premium, if any, of, premium and interest on, on the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of of, premium and interest (to the extent permitted by law), if any, on the Notes and performance of all other Obligations of the Company and the Guarantors to the Holders or the Trustee under this Indenture, the Notes, the Security Documents Note Guarantees, the Intercreditor Agreement and the Registration Rights AgreementCollateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Security Collateral Documents, which define the terms of the Liens that secure the Obligations, subject to the terms of the Intercreditor Agreement. The Issuers shallTrustee and the Company hereby acknowledge and agree that the Security Agent holds the Collateral in trust for the benefit of itself, the Holders and the Trustee and pursuant to the terms of the Collateral Documents and the Intercreditor Agreement. Each Holder, by accepting a Note, consents and agrees to the terms of the Collateral Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the Intercreditor Agreement as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and the Intercreditor Agreement, and authorizes and directs the Security Agent to enter into the Collateral Documents and the Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Company shall cause each deliver to the Security Agent copies of all documents required to be filed pursuant to the Restricted Subsidiaries toCollateral Documents, and will do or cause to be done all such acts and things as may be necessary or proper, or as may be reasonably required by the provisions next sentence of the Security Documentsthis ‎Section 12.1, to assure and confirm to the Trustee Security Agent the security interest in the Collateral contemplated hereby and hereby, by the Security DocumentsCollateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein and therein expressed. The Issuers Company shall, and shall cause each the Subsidiaries of the Restricted Subsidiaries Company to, take, upon request of the Trustee, take any and all actions and make all filings (including the filing of UCC financing statements, continuation statements and amendments thereto) required to cause the Security Collateral Documents to create and maintain, as security for the Obligations of the Company and the Guarantors to the Secured Parties under this Indenture, the Notes, the Security Documents Note Guarantees, the Intercreditor Agreement and the Registration Rights AgreementCollateral Documents, a valid and enforceable, enforceable perfected (except as expressly provided herein or therein) Liens Lien and security interest in and on all the Collateral, in favor of the Trustee, superior to and prior to the rights of all third Persons, and Collateral (subject to no other Liens, other than as provided herein and therein; provided, that the Trustee's Lien securing the Collateral may be subordinated pursuant to the terms of the Intercreditor Agreement to a Lien securing Indebtedness outstanding pursuant to Section 4.9(a) hereofand the Collateral Documents), but only to the extent provided in the Intercreditor Agreement. The Issuers shall, and shall cause each favor of the Restricted Subsidiaries toSecurity Agent for the benefit of itself, use all reasonable efforts the Holders and the Trustee subject to obtain all requisite consents to enable such Issuers or Restricted Subsidiary to provide a Lien on any license (no Liens other than any Gaming License), contract or agreement to which such Issuer or Restricted Subsidiary that is an Excluded Asset described in clause (iii) of the definition of "Excluded AssetsPermitted Liens."

Collateral Documents. The due and punctual payment of the principal and premium, if any, of, and interest on, the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and interest (to the extent permitted by law), if any, on the Notes and performance of all other Obligations under this Indenture, the Notes, the Security Documents and the Registration Rights AgreementObligations, shall be secured as provided in the Security Documents. Each Holder, by its acceptance of a Note, consents and agrees to the terms of the Security Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with the terms thereof and hereof and authorizes and directs the Collateral Agent to enter into each of the Security Documents and to perform its respective obligations and exercise its respective rights thereunder in accordance therewith. The Issuers Company shall, and shall cause each of the Restricted its Subsidiaries to, do or cause to be done all such acts and things as may be necessary or proper, or as may be required by the provisions of the Security Documents, to assure and confirm to the Trustee Collateral Agent the security interest in the Collateral contemplated hereby and by the Security Documents, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein and therein expressed. The Issuers Company shall, and shall cause each of the Restricted its Subsidiaries to, take, upon request of the TrusteeTrustee or the Collateral Agent, any and all actions required to cause the Security Documents to create and maintain, as security for the Obligations under this Indenture, the Notes, the Security Documents and the Registration Rights AgreementObligations, valid and enforceable, perfected (except as expressly provided herein or therein) ), Liens in and on all the Collateral, in favor of the TrusteeCollateral Agent, superior to and prior to the rights of all third Persons, and subject to no other Liens, other than as provided herein and therein; provided, that the Trustee's Lien securing the Collateral may be subordinated pursuant to the terms of the Intercreditor Agreement to a Lien securing Indebtedness outstanding pursuant to Section 4.9(a) hereof, but only to the extent provided in the Intercreditor Agreement. The Issuers shall, and shall cause each of the Restricted Subsidiaries to, use all reasonable efforts to obtain all requisite consents to enable such Issuers or Restricted Subsidiary to provide a Lien on any license (other than any Gaming License), contract or agreement to which such Issuer or Restricted Subsidiary that is an Excluded Asset described in clause (iii) of the definition of "Excluded Assets."

Collateral Documents. The due and punctual payment of the principal and premium, if any, of, and interest on, the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and interest (to the extent permitted by law), if any, on the Notes and Guarantees and performance of all other Obligations under this Indenture, of the Notes, Company to the Security Documents Trustee for itself and on behalf of the Registration Rights AgreementHolders hereunder, shall be secured as provided in the Security Documents. The Issuers Company shall, and shall cause each of the its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be necessary or proper, or as may be required by the provisions of the Security Documents, to assure and confirm to the Trustee the security interest in the Collateral contemplated hereby and by the Security Documents, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein and therein expressed. The Issuers Company shall, and shall cause each of the its Restricted Subsidiaries to, take, upon request of the Trustee, take any and all actions required to cause the Security Documents to create and maintain, as security for the Company's and its Restricted Subsidiaries' Obligations under this Indenture, the Notes or the Guarantees of the Notes, the Security Documents and the Registration Rights Agreement, valid and enforceable, perfected (except as expressly provided herein or therein) ), Liens in and on all the Collateral, in favor of the Trustee, superior to and prior to the rights of all third PersonsPersons (other than the holders of the Senior Debt), and subject to no other LiensLiens (other than the Liens securing the Senior Debt), other than as provided herein and therein; provided, that the Trustee's Lien securing the Collateral may be subordinated pursuant to the terms of the Intercreditor Agreement to a Lien securing Indebtedness outstanding pursuant to Section 4.9(a) hereof, but only to the extent provided in the Intercreditor Agreement. The Issuers shall, and shall cause each of the Restricted Subsidiaries to, use all reasonable efforts to obtain all requisite consents to enable such Issuers or Restricted Subsidiary to provide a Lien on any license (other than any Gaming License), contract or agreement to which such Issuer or Restricted Subsidiary that is an Excluded Asset described in clause (iii) of the definition of "Excluded Assets."

Collateral Documents. The due and punctual payment of the principal and premium, if any, of, and interest on, the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and interest (to the extent permitted by law), if any, on the Notes and performance of all other Obligations under this Indenture, the Notes, the Security Documents and the Registration Rights Agreement, shall be secured as provided in the Security Documents. The Issuers shall, and shall cause each of the Restricted Subsidiaries to, do or cause to be done all such acts and things as may be necessary or proper, or as may be required by the provisions of the Security Documents, to assure and confirm to the Trustee the security interest in the Collateral contemplated hereby and by the Security Documents, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein and therein expressed. The Issuers shall, and shall cause each of the Restricted Subsidiaries to, take, upon request of the Trustee, any and all actions required to cause the Security Documents to create and maintain, as security for the Obligations under this Indenture, the Notes, the Security Documents and the Registration Rights Agreement, valid and enforceable, perfected (except as expressly provided herein or therein) Liens in and on all the Collateral, in favor of the Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, other than as provided herein and therein; provided, that the Trustee's Lien securing the Collateral may be subordinated pursuant Subject to the terms of the Intercreditor Agreement Senior Subordination Agreement, (i) On demand by Agent in its Permitted Discretion, each Loan Party shall make available to Agent copies of any and all documents, instruments, materials and other items that relate to, secure, evidence, give rise to or generate or otherwise involve Collateral, including, without limitation, Accounts and Inventory of such Loan Party. Each Loan Party shall (i) execute, obtain, deliver, file, register and/or record any and all financing statements, continuation statements, similar statements and instruments, stock powers, instruments and other documents, or cause the execution, filing, registration, recording or delivery of any and all of the foregoing, including, without limitation, deposit account agreements, that are necessary or required under law or otherwise or reasonably requested by Agent to be executed, filed, registered, obtained, delivered or recorded to create, maintain, perfect, preserve, validate or otherwise protect the pledge of the Collateral to Agent and Agent's, for its benefit and the benefit of the Purchasers, perfected first priority (other than (x) a prior Lien securing Indebtedness outstanding pursuant granted to Section 4.9(aSenior Lender and (y) with respect to property or assets covered by Permitted Liens) Lien on the Collateral (and each Loan Party irrevocably grants Agent the right, at Agent's option, to file any or all of the foregoing), (ii) maintain, or cause to be maintained, at all times, the pledge of the Collateral to Agent and Agent's, for its benefit and the benefit of the Purchasers, first priority (other than (x) a prior Lien granted to Senior Lender and (y) with respect to property or assets covered by Permitted Liens) and perfected Lien on the Collateral, and (iii) defend the Collateral and Agent's, for its benefit and the benefit of the Purchasers, first priority (other than (x) a prior Lien granted to Senior Lender and (y) with respect to property or assets covered by Permitted Liens) and perfected Lien thereon against all claims and demands of all Persons at any time claiming the same or any interest therein adverse to Agent, and pay all costs and expenses (including, without limitation, in-house documentation and diligence fees and legal expenses and reasonable attorneys' fees and expenses) in connection with such defense, which shall be added to the Obligations. (ii) If, after the date hereof, but only any Loan Party shall (A) obtain any registered Trademark, Patent or Copyright, or apply for any such registration in the United States Patent and Trademark Office, the United States Copyright Office or in the Canadian Intellectual Property Office, as applicable, or in any similar office or agency in the United States, any State thereof, any political subdivision thereof or in any other country, including, without limitation, Canada, or any province or other political subdivision thereof, or (B) becomes the owner of any Trademark, Patent or Copyright registrations or applications for Trademark, Patent or Copyright registration used in the United States or any State thereof, political subdivision thereof or in any other country, including, without limitation, Canada, the provisions of Section 7.1(q)(ii) hereof shall automatically apply thereto. Upon the request of Agent, the Loan Parties shall promptly execute and deliver to Agent any and all assignments, agreements, instruments, documents and such other papers as may be requested by Agent in its Permitted Discretion to evidence the security interest in and conditional assignment of such Trademark, Patent or Copyright, as the case may be, in favor of Agent (for the benefit of itself and the Purchasers). The Loan Parties shall: (1) prosecute diligently any Trademark, Patent or Copyright application at any time pending; (2) make application for registration or issuance of all new Trademarks, Patents and Copyrights as reasonably deemed appropriate by such Loan Party; (3) preserve and maintain all rights in the Intellectual Property (except such items of Intellectual Property as are no longer deemed necessary for or material to the extent provided conduct of the businesses of the Loan Parties in the Intercreditor Agreement. The Issuers shall, and shall cause each reasonable business judgment of the Restricted Subsidiaries to, Loan Parties); and (4) use all reasonable their best efforts to obtain all requisite consents any consents, waivers or agreements necessary to enable Agent to exercise its remedies with respect to such Issuers Intellectual Property. The Loan Parties shall not abandon any right to file a material Trademark, Patent or Restricted Subsidiary Copyright application nor shall the Loan Parties abandon any material pending Trademark, Patent or Copyright application, or material Trademark, Patent or Copyright without the prior written consent of Agent. (iii) Upon Agent's request, the Loan Parties shall (A) make available to provide Agent the original certificates of title for the Loan Parties' owned motor vehicles for which a Lien certificate of title has been issued and (B) promptly execute such forms as required by Agent to register Agent's (for the benefit of itself and the Purchasers) liens on any license such certificates of title. (iv) Without limiting the generality of the foregoing and except as otherwise approved in writing by Agent, but subject to Section 7.1(q)(v), (A) each Loan Party shall cause its Subsidiaries (other than any Gaming LicenseForeign Subsidiaries which are not Canadian Loan Parties) to guaranty the obligations of Loan Parties and to cause each such Subsidiary to grant to Agent, for the benefit of itself and Purchasers, a security interest in all of such Subsidiary's Property to secure such guaranty, (B) Parent shall pledge the equity interests in US Loan Party to Agent, for the benefit of itself and Purchasers, to secure the obligations hereunder and under the other Purchase Documents, (C) Parent shall pledge, or cause to be pledged, the equity interests in Canadian Loan Party to Agent, for the benefit of itself and Purchasers, to secure the obligations pursuant and related to the Canadian Notes, and (D) each Loan Party shall pledge the stock and other equity interest and securities of each of its Consolidated Subsidiaries (other than Foreign Subsidiaries which are not Canadian Loan Parties) to Agent, for the benefit of itself and Purchasers, to secure the obligations hereunder and under the other Purchase Documents. In furtherance thereof, each such Subsidiary of a Loan Party shall become a party to such of the Purchase Documents, including this Agreement, as Agent shall determine. (v) Notwithstanding anything to the contrary contained in this Section 7.1(q), contract no Foreign Subsidiary of US Loan Party constituting a "controlled foreign corporation," as defined in Section 957 of the Code, shall be required to deliver any guaranty of the obligations pursuant and related to the US Notes or agreement grant a security interest in any of its Property to which secure any such Issuer guaranty, and neither US Loan Party nor any of its Subsidiaries shall be required to pledge voting equity securities constituting more than sixty-five percent (65%) (or Restricted Subsidiary that is an Excluded Asset described in clause (iiiother applicable greater percentage) of the definition total combined voting power of "Excluded Assetsall classes of voting equity securities of any such Foreign Subsidiary of US Loan Party as security for the obligations under, and related to, the US Notes, to the extent, in any such case, such guaranty or granting, or a pledge of additional equity securities, would result in material and adverse tax consequences to US Loan Party under Section 956 of the Code as determined by Agent and the Required Purchasers in their Permitted Discretion."

Collateral Documents. The due and punctual payment of the principal of and premiuminterest and Liquidated Damages, if any, of, and interest on, on the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Liquidated Damages (to the extent permitted by law), if any, on the Notes and performance of all other Obligations obligations of the Issuers to the Holders of Notes or the Trustee under this Indenture, Indenture and the Notes, according to the Security Documents and the Registration Rights Agreementterms hereunder or thereunder, shall be are secured as provided in the Security DocumentsCollateral Documents which the Issuers have entered into simultaneously with the execution of this Indenture and which are attached as Exhibits G through N hereto. Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms and authorizes and directs the Trustee to enter into the Collateral Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers shall, and shall cause each of the Restricted Subsidiaries to, will do or cause to be done all such acts and things as may be necessary or proper, or as may be required by the provisions of the Security Collateral Documents, to assure and confirm to the Trustee the security interest in the Collateral contemplated hereby and hereby, by the Security DocumentsCollateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein and therein expressed. The Issuers shallCompany will take, and shall will cause each of the its Restricted Subsidiaries to, to take, upon request of the Trustee, any and all actions reasonably required to cause the Security Collateral Documents to create and maintain, as security for the Obligations under this Indentureof the Issuers hereunder, the Notes, the Security Documents and the Registration Rights Agreement, a valid and enforceable, enforceable perfected (except as expressly provided herein or therein) Liens first priority Lien in and on all the Collateral, in favor of the TrusteeTrustee for the benefit of the Holders of Notes and the holders of any applicable Secured Hedging Obligations, superior to and prior to the rights of all third Persons, Persons and subject to no other Liens than Permitted Liens, other than as provided herein and therein; provided, that the Trustee's Lien securing the Collateral may be subordinated pursuant to the terms of the Intercreditor Agreement to a Lien securing Indebtedness outstanding pursuant to Section 4.9(a) hereof, but only to the extent provided in the Intercreditor Agreement. The Issuers shall, and shall cause each of the Restricted Subsidiaries to, use all reasonable efforts to obtain all requisite consents to enable such Issuers or Restricted Subsidiary to provide a Lien on any license (other than any Gaming License), contract or agreement to which such Issuer or Restricted Subsidiary that is an Excluded Asset described in clause (iii) of the definition of "Excluded Assets."

Collateral Documents. The due and punctual payment of the principal and of, premium, if any, of, and interest on, on the Notes Securities when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest (to the extent permitted by law), if any, on the Notes Securities and performance of all other Obligations of the Issuers and any Guarantor to the Securityholders or the Trustee under this Indenture, the Notes, the Security Documents Indenture and the Registration Rights AgreementSecurities, according to the terms hereunder or thereunder, shall be secured as provided in the Security Collateral Documents. Each Securityholder, by its acceptance of a Security, consents and agrees to the terms of the Collateral Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with the terms thereof and hereof and authorizes and directs the Trustee to enter into each of the Collateral Documents and to perform its respective obligations and exercise its respective rights thereunder in accordance therewith. The Issuers shall, and shall cause each of the Restricted Subsidiaries to, Guarantors will do or cause to be done all such acts and things as may be necessary or proper, or as may be required by the provisions of the Security Collateral Documents, to assure and confirm to the Trustee the security interest in the Collateral contemplated hereby and by the Security Collateral Documents, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes Securities secured hereby, according to the intent and purposes herein and therein expressed. The Issuers shall, and each Guarantor shall cause each of the Restricted Subsidiaries to, take, upon request of the Trustee, any and all actions reasonably required to cause the Security Collateral Documents to create and maintain, as security for the Obligations of the Issuers and the Guarantors under this Indenture, the Notes, the Security Documents Indenture and the Registration Rights AgreementSecurities, valid and enforceable, perfected (except as expressly provided herein or therein) ), Liens in and on all the Collateral, in favor of the Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, other than as provided herein and therein; provided, that the Trustee's Lien securing the Collateral may be subordinated pursuant to the terms of the Intercreditor Agreement to a Lien securing Indebtedness outstanding pursuant to Section 4.9(a) hereof, but only to the extent provided in the Intercreditor Agreement. The Issuers shall, and shall cause each of the Restricted Subsidiaries to, use all reasonable efforts to obtain all requisite consents to enable such Issuers or Restricted Subsidiary to provide a Lien on any license (other than any Gaming License), contract or agreement to which such Issuer or Restricted Subsidiary that is an Excluded Asset described in clause (iii) of the definition of "Excluded Assets."

Collateral Documents. The due and punctual payment of the principal and premium, if any, of, and interest on, the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and interest (to the extent permitted by law), if any, on the Notes and performance of all other Obligations under this Indenture, the Notes, the Security Documents and the Registration Rights Agreement, shall be secured as provided in the Security Documents. The Issuers shall, and shall cause each of the Restricted Subsidiaries to, do or cause to be done all such acts and things as may be necessary or proper, or as may be required by the provisions of the Security Documents, to assure and confirm to the Trustee the security interest in the Collateral contemplated hereby and by the Security Documents, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein and therein expressed. The Issuers shall, and shall cause each of the Restricted Subsidiaries to, take, upon request of the Trustee, any and all actions required to cause the Security Documents to create and maintain, as security for the Obligations under this Indenture, the Notes, the Security Documents and the Registration Rights Agreement, valid and enforceable, perfected (except as expressly provided herein or therein) Liens in and on all the Collateral, in favor of the Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, other than as provided herein and therein; provided, that the Trustee's Lien securing the Collateral may be subordinated pursuant Subject to the terms of the Intercreditor Agreement Senior Subordination Agreement, (i) On demand by Agent in its Permitted Discretion, each Loan Party shall make available to Agent copies of any and all documents, instruments, materials and other items that relate to, secure, evidence, give rise to or generate or otherwise involve Collateral, including, without limitation, Accounts and Inventory of such Loan Party. Each Loan Party shall (i) execute, obtain, deliver, file, register and/or record any and all financing statements, continuation statements, similar statements and instruments, stock powers, instruments and other documents, or cause the execution, filing, registration, recording or delivery of any and all of the foregoing, including, without limitation, deposit account agreements, that are necessary or required under law or otherwise or reasonably requested by Agent to be executed, filed, registered, obtained, delivered or recorded to create, maintain, perfect, preserve, validate or otherwise protect the pledge of the Collateral to Agent and Agent’s, for its benefit and the benefit of the Purchasers, perfected first priority (other than (x) a prior Lien securing Indebtedness outstanding pursuant granted to Section 4.9(aSenior Lender and (y) with respect to property or assets covered by Permitted Liens) Lien on the Collateral (and each Loan Party irrevocably grants Agent the right, at Agent’s option, to file any or all of the foregoing), (ii) maintain, or cause to be maintained, at all times, the pledge of the Collateral to Agent and Agent’s, for its benefit and the benefit of the Purchasers, first priority (other than (x) a prior Lien granted to Senior Lender and (y) with respect to property or assets covered by Permitted Liens) and perfected Lien on the Collateral, and (iii) defend the Collateral and Agent’s, for its benefit and the benefit of the Purchasers, first priority (other than (x) a prior Lien granted to Senior Lender and (y) with respect to property or assets covered by Permitted Liens) and perfected Lien thereon against all claims and demands of all Persons at any time claiming the same or any interest therein adverse to Agent, and pay all costs and expenses (including, without limitation, in-house documentation and diligence fees and legal expenses and reasonable attorneys’ fees and expenses) in connection with such defense, which shall be added to the Obligations. (ii) If, after the date hereof, but only any Loan Party shall (A) obtain any registered Trademark, Patent or Copyright, or apply for any such registration in the United States Patent and Trademark Office, the United States Copyright Office or in the Canadian Intellectual Property Office, as applicable, or in any similar office or agency in the United States, any State thereof, any political subdivision thereof or in any other country, including, without limitation, Canada, or any province or other political subdivision thereof, or (B) becomes the owner of any Trademark, Patent or Copyright registrations or applications for Trademark, Patent or Copyright registration used in the United States or any State thereof, political subdivision thereof or in any other country, including, without limitation, Canada, the provisions of Section 7.1(q)(ii) hereof shall automatically apply thereto. Upon the request of Agent, the Loan Parties shall promptly execute and deliver to Agent any and all assignments, agreements, instruments, documents and such other papers as may be requested by Agent in its Permitted Discretion to evidence the security interest in and conditional assignment of such Trademark, Patent or Copyright, as the case may be, in favor of Agent (for the benefit of itself and the Purchasers). The Loan Parties shall: (1) prosecute diligently any Trademark, Patent or Copyright application at any time pending; (2) make application for registration or issuance of all new Trademarks, Patents and Copyrights as reasonably deemed appropriate by such Loan Party; (3) preserve and maintain all rights in the Intellectual Property (except such items of Intellectual Property as are no longer deemed necessary for or material to the extent provided conduct of the businesses of the Loan Parties in the Intercreditor Agreement. The Issuers shall, and shall cause each reasonable business judgment of the Restricted Subsidiaries to, Loan Parties); and (4) use all reasonable their best efforts to obtain all requisite consents any consents, waivers or agreements necessary to enable Agent to exercise its remedies with respect to such Issuers Intellectual Property. The Loan Parties shall not abandon any right to file a material Trademark, Patent or Restricted Subsidiary Copyright application nor shall the Loan Parties abandon any material pending Trademark, Patent or Copyright application, or material Trademark, Patent or Copyright without the prior written consent of Agent. (iii) Upon Agent’s request, the Loan Parties shall (A) make available to provide Agent the original certificates of title for the Loan Parties’ owned motor vehicles for which a Lien certificate of title has been issued and (B) promptly execute such forms as required by Agent to register Agent’s (for the benefit of itself and the Purchasers) liens on any license such certificates of title. (iv) Without limiting the generality of the foregoing and except as otherwise approved in writing by Agent, but subject to Section 7.1(q)(v), (A) each Loan Party shall cause its Subsidiaries (other than any Gaming LicenseForeign Subsidiaries which are not Canadian Loan Parties) to guaranty the obligations of Loan Parties and to cause each such Subsidiary to grant to Agent, for the benefit of itself and Purchasers, a security interest in all of such Subsidiary’s Property to secure such guaranty, (B) Parent shall pledge the equity interests in US Loan Party to Agent, for the benefit of itself and Purchasers, to secure the obligations hereunder and under the other Purchase Documents, (C) Parent shall pledge, or cause to be pledged, the equity interests in Canadian Loan Party to Agent, for the benefit of itself and Purchasers, to secure the obligations pursuant and related to the Canadian Notes, and (D) each Loan Party shall pledge the stock and other equity interest and securities of each of its Consolidated Subsidiaries (other than Foreign Subsidiaries which are not Canadian Loan Parties) to Agent, for the benefit of itself and Purchasers, to secure the obligations hereunder and under the other Purchase Documents. In furtherance thereof, each such Subsidiary of a Loan Party shall become a party to such of the Purchase Documents, including this Agreement, as Agent shall determine. (v) Notwithstanding anything to the contrary contained in this Section 7.1(q), contract no Foreign Subsidiary of US Loan Party constituting a “controlled foreign corporation,” as defined in Section 957 of the Code, shall be required to deliver any guaranty of the obligations pursuant and related to the US Notes or agreement grant a security interest in any of its Property to which secure any such Issuer guaranty, and neither US Loan Party nor any of its Subsidiaries shall be required to pledge voting equity securities constituting more than sixty-five percent (65%) (or Restricted Subsidiary that is an Excluded Asset described in clause (iiiother applicable greater percentage) of the definition total combined voting power of "Excluded Assetsall classes of voting equity securities of any such Foreign Subsidiary of US Loan Party as security for the obligations under, and related to, the US Notes, to the extent, in any such case, such guaranty or granting, or a pledge of additional equity securities, would result in material and adverse tax consequences to US Loan Party under Section 956 of the Code as determined by Agent and the Required Purchasers in their Permitted Discretion."

Collateral Documents. The (a) As general and continuing collateral security for the due and punctual payment satisfaction of all Obligations of the principal Company and premium, if any, of, and interest on, the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and interest (to the extent permitted by law), if any, on the Notes and performance of all other Obligations its Restricted Subsidiaries under this Indenture, the NotesNotes and the Guarantees and the due performance by the Company and its Restricted Subsidiaries of their other Obligations hereunder and thereunder, the Security Documents Company and the Registration Rights Agreement, shall be secured as provided in the Security Documents. The Issuers shall, and shall cause each of the Restricted Subsidiaries toare granting Liens (subject to no Liens, other than Permitted Prior Liens) on the Collateral pursuant to the Intercreditor Agreement and the other Collateral Documents. (b) The Company covenants and agrees that it and its Restricted Subsidiaries shall at all times have, full right, power and lawful authority to grant, bargain, sell, release, convey, hypothecate, assign, mortgage, pledge, transfer and confirm the Property constituting the Collateral pursuant to the Intercreditor Agreement and the other Collateral Documents to which such Persons are party, free and clear of all Liens (other than Permitted Prior Liens), and that (i) it will forever warrant and defend the title to the same against the claims of all Persons (except as to Permitted Liens), (ii) it and such of its Restricted Subsidiaries, as applicable, will execute, acknowledge and deliver to the Trustee such further assignments, transfers, assurances or other instruments as the Trustee may reasonably require and (iii) it and such of its Restricted Subsidiaries, as applicable, will do or cause to be done all such acts and things as may be necessary or proper, or as may be reasonably required by the provisions of the Security DocumentsTrustee, to assure and confirm to the Trustee such Lien on the security interest in the Collateral contemplated hereby and by the Security DocumentsCollateral, or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of the Intercreditor Agreement and the other Collateral Documents, this Indenture and of the Notes secured hereby, according to the intent and purposes herein and therein expressedNotes. The Issuers shall, Company further covenants and shall cause agrees that the Intercreditor Agreement and each of the Restricted Subsidiaries to, take, upon request of the Trustee, any and all actions required to cause the Security Documents to create and maintainCollateral Documents, as applicable, creates or will create (when delivered) a shared first priority perfected security for the Obligations under this Indenture, the Notes, the Security Documents and the Registration Rights Agreement, valid and enforceable, perfected interest (except as expressly provided herein or therein) Liens in and on all the Collateral, in favor of the Trustee, superior to and prior to the rights of all third Personsextent 106 attainable by filing, recordation or possession, and subject to no other Permitted Prior Liens, other than as provided herein and therein; provided, that the Trustee's Lien securing ) in the Collateral may subject thereto to secure the Note Obligations. The provisions of this Article 11 shall all be subordinated pursuant subject to the terms of the Intercreditor Agreement to the extent applicable. (c) In the event that the Company or any Restricted Subsidiary at any time acquires or otherwise owns any Property of the kind included in the Collateral that is not subject to a Lien securing Indebtedness outstanding pursuant valid and enforceable first priority perfected security interest (subject to Section 4.9(aPermitted Prior Liens) hereofin favor of the Collateral Agent as security for the Note Obligations, then the Company shall, or shall cause that Restricted Subsidiary to, as soon as practicable, but only in any event within 15 days with respect to clauses (1) and (2) below, and within 30 days with respect to clauses (3) and (4) below, of the earlier of such acquisition or of the day an officer of the Company or a Restricted Subsidiary has knowledge or should have reasonably known of any such deficiency with respect to any such property or asset: (1) execute and deliver to the extent provided Collateral Agent one or more joinder agreements to the applicable Collateral Documents and any other security agreement, pledge agreement, stock power or other instrument requested by the Collateral Agent, each in form and substance reasonably satisfactory to the Intercreditor Agreement. The Issuers shallCollateral Agent, and shall cause each required to grant a security interest in such Collateral in favor of the Restricted Subsidiaries to, use all reasonable efforts Collateral Agent for the benefit of the holders of the Note Obligations; (2) deliver to obtain all requisite consents the Collateral Agent and the Trustee one or more Opinions of Counsel reasonably satisfactory to enable such Issuers or Restricted Subsidiary the Collateral Agent and the Trustee with respect to provide a Lien on any license (other than any Gaming License), contract or agreement to which such Issuer or Restricted Subsidiary that is an Excluded Asset described the matters set forth in clause (iii1) above; (3) cause the Liens granted in each Collateral Document to be duly perfected first priority security interests (subject to Permitted Prior Liens) in favor of the definition Collateral Agent, including by pledging any Capital Stock constituting such Collateral as appropriate, and cause each other Lien upon such Collateral to be (a) released, unless it is a Permitted Prior Lien, or (b) subordinated, whether by agreement or operation of "Excluded Assetslaw, to the Collateral Agent's Liens for the benefit of holders of the Note Obligations if it is a Permitted Lien but not a Permitted Prior Lien; and (4) deliver to the Collateral Agent and the Trustee one or more Opinions of Counsel reasonably satisfactory to the Collateral Agent and the Trustee with respect to lien perfection matters set forth in clause (3) above."

Collateral Documents. The due and punctual payment of the principal and premiumof, premiums on, if any, of, and interest on, on the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and of, premiums on, if any, interest on (to the extent permitted by law), if any, on ) the Notes and performance of all other Obligations obligations of the Company to the Holders of Notes under this Indenture, Agreement and the Notes, according to the Security Documents and the Registration Rights Agreementterms hereunder or thereunder, shall be secured as provided in the Security DocumentsCollateral Documents which the Company has entered into simultaneously with the execution of this Agreement and any Collateral Documents to be entered into subsequent to the Guaranty Date pursuant to the terms hereof. Each Holder of Notes, by its acceptance thereof and of the Company's Guaranty hereunder, consents and agrees to the terms of each Collateral Document (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Collateral Agent, as agent for the ratable benefit of the Holders, to enter into the Collateral Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers shall, and Company shall cause each of the Restricted Subsidiaries to, do or cause to be done all such acts and things as may be reasonably necessary or proper, or as may be required by the provisions of the Security Collateral Documents, to assure and confirm to the Trustee Collateral Agent the security interest in the Collateral contemplated hereby and hereby, by the Security DocumentsCollateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture Agreement and of the Notes secured guaranteed hereby, according to the intent and purposes herein and therein expressed. The Issuers shallCompany shall take, and or shall cause each of the Restricted its Subsidiaries to, to take, upon request of the TrusteeCollateral Agent, any and all actions reasonably required to cause the Security Collateral Documents to create and maintain, as security for the Obligations of the Company under this IndentureAgreement, the Notes, the Security Documents Notes and the Registration Rights AgreementCollateral Documents, a valid and enforceable, enforceable perfected (except as expressly provided herein or therein) Liens first priority Lien in and on all the Collateral, in favor of the TrusteeCollateral Agent for the benefit of the Holders, superior to and prior to the rights of all third Persons, Persons and subject to no other Liens, Liens other than as provided herein and therein; provided, that Permitted Liens permitted by the Trustee's Lien securing the applicable Collateral may be subordinated pursuant to the terms of the Intercreditor Agreement to a Lien securing Indebtedness outstanding pursuant to Section 4.9(a) hereof, but only to the extent provided in the Intercreditor Agreement. The Issuers shall, and shall cause each of the Restricted Subsidiaries to, use all reasonable efforts to obtain all requisite consents to enable such Issuers or Restricted Subsidiary to provide a Lien on any license (other than any Gaming License), contract or agreement to which such Issuer or Restricted Subsidiary that is an Excluded Asset described in clause (iii) of the definition of "Excluded AssetsDocument."

Collateral Documents. The due (a) Upon execution and punctual payment delivery thereof by the parties thereto, the Collateral Agreement will be effective to create in favor of the principal Administrative Agent, for the ratable benefit of the Lenders, a legal, valid and premium, if any, of, and enforceable security interest on, in the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and interest pledged stock described therein (to the extent permitted such matter is governed by lawthe law of the United States or a jurisdiction therein) and, when stock certificates representing or constituting the pledged stock described in the Collateral Agreement are delivered to the Administrative Agent, such security interest shall constitute a perfected first lien on, and security interest in, all right, title and interest of the pledgor party thereto in the pledged stock described therein (to the extent such matter is governed by the law of the United States or a jurisdiction therein), if any, on . (b) Upon execution and delivery thereof by the Notes and performance of all other Obligations under this Indentureparties thereto, the Notes, the Security Documents and the Registration Rights Agreement, shall Collateral Agreement will be secured as provided effective to create in the Security Documents. The Issuers shall, and shall cause each favor of the Restricted Subsidiaries toAdministrative Agent, do or cause to be done all such acts and things as may be necessary or proper, or as may be required by for the provisions ratable benefit of the Security DocumentsLenders, to assure a legal, valid and confirm to the Trustee the enforceable security interest in the Collateral contemplated hereby and collateral described therein (to the extent such matter is governed by the Security Documents, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and law of the Notes secured hereby, according to the intent and purposes herein and therein expressed. The Issuers shallUnited States or a jurisdiction therein), and shall cause Uniform Commercial Code financing statements have been filed in each of the Restricted Subsidiaries tojurisdictions listed on Schedule 5.15(b), takeor arrangements have been made for such filing in such jurisdictions, and upon request such filing, and upon the taking of possession by the Administrative Agent of any such collateral the security interests in which may be perfected only by possession, such security interests will, subject to the existence of Permitted Liens, constitute perfected first priority liens on, and security interests in, all right, title and interest of the Trusteedebtor party thereto in the collateral described therein, any except to the extent that a security interest cannot be perfected therein by the filing of a financing statement or the taking of possession under the Uniform Commercial Code of the relevant jurisdiction. (c) Upon execution and all actions required to cause delivery thereof by the Security Documents Borrower, each Mortgage will be effective to create and maintain, as security for the Obligations under this Indenture, the Notes, the Security Documents and the Registration Rights Agreement, valid and enforceable, perfected (except as expressly provided herein or therein) Liens in and on all the Collateral, in favor of the TrusteeAdministrative Agent, superior for the ratable benefit of the Lenders, a legal, valid and enforceable security interest in the collateral described therein, and upon recording the Mortgages in the jurisdictions listed on Schedule 5.13 (or, in the case of a Mortgage delivered pursuant to and prior subsection 7.9, the jurisdiction in which the property covered by such Mortgage is located), such security interests will, subject to the rights existence of all third PersonsPermitted Liens, constitute first liens on, and subject to no other Liensperfected security interests in, other than as provided herein all rights, title and therein; provided, that the Trustee's Lien securing the Collateral may be subordinated pursuant to the terms interest of the Intercreditor Agreement to a Lien securing Indebtedness outstanding pursuant to Section 4.9(a) hereof, but only to the extent provided debtor party thereto in the Intercreditor Agreement. The Issuers shall, and shall cause each of the Restricted Subsidiaries to, use all reasonable efforts to obtain all requisite consents to enable such Issuers or Restricted Subsidiary to provide a Lien on any license (other than any Gaming License), contract or agreement to which such Issuer or Restricted Subsidiary that is an Excluded Asset collateral described in clause (iii) of the definition of "Excluded Assetstherein."

Collateral Documents. The due and punctual payment of the principal and premium, if any, of, and interest on, the Senior Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and interest (to the extent permitted by law), if any, on the Notes and performance of all other Obligations under this Indenture, the Notes, the Security Documents and the Registration Rights Agreement, shall be secured as provided in the Security Documents. The Issuers Company shall, and shall cause the Parent and each of the Restricted Guarantor Subsidiaries to, do or cause to be done all such acts and things as may be necessary or proper, or as may be required by the provisions of the Security Documents, to assure and confirm to the Trustee the security interest in the Collateral contemplated hereby and by the Security Documents, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Senior Notes secured hereby, according to the intent and purposes herein and therein expressed. The Issuers Company shall, and shall cause the Parent and each of the Restricted Subsidiaries Guarantor Subsidiary to, take, upon request of the Trustee, any and all actions required to cause the Security Documents to create and maintain, as security for the Obligations under this Indenture, the Notes, Senior Notes and the Security Documents and the Registration Rights AgreementDocuments, valid and enforceable, perfected (except as expressly provided herein or therein) Liens in and on all the Collateral, in favor of the Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, other than as provided herein and or therein; provided, provided that the Trustee's Lien securing shall be subordinate and junior in priority to the Collateral may be subordinated Liens of the Representative and the other lenders under the Credit Facility pursuant to the terms of the Intercreditor Agreement to a Lien securing Indebtedness outstanding pursuant to Section 4.9(a) hereof, but only to and the extent provided in the Intercreditor Agreement. The Issuers shall, and shall cause each of the Restricted Subsidiaries to, use all reasonable efforts to obtain all requisite consents to enable such Issuers or Restricted Subsidiary to provide a Lien on any license (other than any Gaming License), contract or agreement to which such Issuer or Restricted Subsidiary that is an Excluded Asset described in clause (iii) of the definition of "Excluded AssetsSecurity Documents."

Collateral Documents. The due and punctual payment of the principal and premium, if any, of, premium and interest on, on the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of of, premium and interest (to the extent permitted by law), if any, on the Notes and performance of all other Obligations of the Company and the Guarantors to the Holders or the Trustee under this Indenture, the Notes, the Security Documents Note Guarantees, the Intercreditor Agreement and the Registration Rights AgreementCollateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Security Collateral Documents, which define the terms of the Liens that secure the Obligations, subject to the terms of the Intercreditor Agreement. The Issuers shallTrustee and the Company hereby acknowledge and agree that the Collateral Agent holds the Collateral in trust for the benefit of itself, the Holders and the Trustee and pursuant to the terms of the Collateral Documents and the Intercreditor Agreement. Each Holder, by accepting a Note, consents and agrees to the terms of the Collateral Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the Intercreditor Agreement as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and the Intercreditor Agreement, and authorizes and directs the Collateral Agent to enter into the Collateral Documents and the Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Company shall cause each deliver to the Collateral Agent copies of all documents required to be filed pursuant to the Restricted Subsidiaries toCollateral Documents, and will do or cause to be done all such acts and things as may be necessary or proper, or as may be reasonably required by the provisions next sentence of the Security Documentsthis Section 12.1, to assure and confirm to the Trustee Collateral Agent the security interest in the Collateral contemplated hereby and hereby, by the Security DocumentsCollateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein and therein expressed. The Issuers Company shall, and shall cause each the Subsidiaries of the Restricted Subsidiaries Company to, take, upon request of the Trustee, take any and all actions and make all filings (including the filing of UCC financing statements, continuation statements and amendments thereto) required to cause the Security Collateral Documents to create and maintain, as security for the Obligations of the Company and the Guarantors to the Secured Parties under this Indenture, the Notes, the Security Documents Note Guarantees, the Intercreditor Agreement and the Registration Rights AgreementCollateral Documents, a valid and enforceable, enforceable perfected (except as expressly provided herein or therein) Liens Lien and security interest in and on all the Collateral, in favor of the Trustee, superior to and prior to the rights of all third Persons, and Collateral (subject to no other Liens, other than as provided herein and therein; provided, that the Trustee's Lien securing the Collateral may be subordinated pursuant to the terms of the Intercreditor Agreement to a Lien securing Indebtedness outstanding pursuant to Section 4.9(a) hereofand the Collateral Documents), but only to the extent provided in the Intercreditor Agreement. The Issuers shall, and shall cause each favor of the Restricted Subsidiaries toCollateral Agent for the benefit of itself, use all reasonable efforts the Holders and the Trustee subject to obtain all requisite consents to enable such Issuers or Restricted Subsidiary to provide a Lien on any license (no Liens other than any Gaming License), contract or agreement to which such Issuer or Restricted Subsidiary that is an Excluded Asset described in clause (iii) of the definition of "Excluded AssetsPermitted Liens."

Collateral Documents. The due and punctual payment of the principal and premium, if any, of, of and interest on, on the Notes when and as the same shall be due and payable, whether on an interest payment date or a principal amortization date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest (to the extent permitted by law), if any, on the Notes and performance of all other Obligations obligations of the Issuer to the Holders, the Trustee or the Collateral Agent under this Indenture, the Notes, the Security Collateral Documents and the Registration Rights AgreementNotes, according to the terms hereunder or thereunder, shall be secured as provided in the Security Collateral Documents. The Issuers shallEach Holder, by its acceptance thereof, consents and shall cause each agrees to the terms of the Restricted Subsidiaries toCollateral Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Collateral Agent to enter into the Collateral Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer shall deliver to the Trustee copies of all Collateral Documents, and, subject to the provisions of the Collateral Documents, shall do or cause to be done all such acts and things as may be necessary or proper, or as may be required by the provisions of the Security Collateral Documents, to assure and confirm to the Trustee the security interest in the Collateral contemplated hereby and hereby, by the Security DocumentsCollateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein and therein expressed. The Issuers shall, and Issuer shall cause each of the Restricted Subsidiaries to, take, take upon request of the Trustee, any and all actions reasonably required to cause the Security Collateral Documents to create and maintain, as security for the Obligations of the Issuer under this Indenturethe Operative Documents, the Notes, the Security Documents and the Registration Rights Agreement, a valid and enforceable, enforceable perfected (except as expressly provided herein or therein) Liens first priority Lien in and on all of the Collateral, in favor of the Collateral Agent for the benefit of the Trustee, the Collateral Agent and the Holders, (a) superior to and prior to the rights of all third Persons, and (b) subject to no other Liens, Liens other than as provided herein and therein; provided, that the Trustee's Lien securing the Collateral may be subordinated pursuant to the terms of the Intercreditor Agreement to a Lien securing Indebtedness outstanding pursuant to Section 4.9(a) hereof, but only to the extent provided in the Intercreditor Agreement. The Issuers shall, and shall cause each of the Restricted Subsidiaries to, use all reasonable efforts to obtain all requisite consents to enable such Issuers or Restricted Subsidiary to provide a Lien on any license (other than any Gaming License), contract or agreement to which such Issuer or Restricted Subsidiary that is an Excluded Asset described in clause (iii) of the definition of "Excluded AssetsLiens permitted under SECTION 4.09."

Collateral Documents. (a) The due and punctual payment of the principal of and premiuminterest, if any, of, and interest on, on the Notes Securities when and as the same shall be due and payable, payable on any Payment Date (whether on an interest payment date, at upon maturity, by acceleration, repurchase, redemption or otherwise), and interest on the overdue principal of and defaulted interest (to the extent permitted by law), if any, on the Notes Securities and performance of all other Obligations of the Company and the Guarantor to the Holders of Securities or the Trustee under this Indenture, the Notes, the Security Documents Indenture and the Registration Rights AgreementSecurities, according to the terms hereunder or thereunder, shall be secured as provided in the Security Collateral Documents. The Issuers shallEach Holder of Securities, by its acceptance thereof, consents and shall cause each agrees to the terms of the Restricted Subsidiaries to, Collateral Documents (including without limitation the provisions respecting the foreclosure on and release of the Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms and authorizes and directs the Trustee to enter into the Collateral Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. (b) The Company and the Guarantor shall do or cause to be done all such acts and things as may be necessary or proper, or as may be required by the provisions of the Security Documentsany Collateral Document, to assure and confirm to the Trustee the security interest in the Collateral contemplated hereby and hereby, by the Security Documentsany Collateral Document or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of the Holders of Securities under this Indenture and of the Notes secured herebyIndenture, according to the intent and purposes herein and therein expressed. The Issuers shallCompany shall take, and or shall cause each of the Restricted its Subsidiaries to, to take, upon request of the Trustee, any and all actions reasonably required to cause the Security Collateral Documents to create and maintain, as security for the Obligations under this Indentureof the Company and Guarantor hereunder, the Notes, the Security Documents and the Registration Rights Agreement, a valid and enforceable, enforceable perfected (except as expressly provided herein or therein) Liens Lien in and on all of the Collateral, in favor of the TrusteeTrustee for the benefit of the Holders of Securities under this Indenture, which security interest is superior to and prior to the rights of all third Persons, Persons and subject to no other Liens, Liens other than Permitted Liens. (c) The Company and the Guarantor shall pledge as provided herein additional Collateral all After-Acquired Property, subject to Permitted Liens. The Company and therein; providedthe Guarantor shall also use all commercially reasonable efforts to ensure that any material contract or agreement relating to After-Acquired Property will not contain provisions that would impair or prevent the creation of a security interest therein or result in such contract or After-Acquired Property being excluded from the Collateral. (d) The Company, that the Trustee's Lien securing Guarantor and the Trustee are also party to (i) the Intercreditor Agreement, which agreement is a Collateral may be subordinated pursuant Document, the purpose of which is to ensure ratable and pari passu rights with respect to payment and certain Collateral as among the Holders of the Securities, the holders of Guarantor Secured Notes and the holders of Renewable Secured Debentures (together with any Pari Passu Debt created in the future), and (ii) the Pledge and Security Agreement, which agreement is a Collateral Document, the purpose of which is to effect the grant of security interests in certain Collateral shared among the holders of the above-referenced Pari Passu Debt. The terms and conditions of the Intercreditor Agreement to a Lien securing Indebtedness outstanding pursuant to Section 4.9(a) hereof, but only to and the extent provided in the Intercreditor Agreement. The Issuers shall, Pledge and shall cause each of the Restricted Subsidiaries to, use all reasonable efforts to obtain all requisite consents to enable such Issuers or Restricted Subsidiary to provide a Lien on any license (other than any Gaming License), contract or agreement to which such Issuer or Restricted Subsidiary that is an Excluded Asset described in clause (iii) of the definition of "Excluded AssetsSecurity Agreement are incorporated herein by this reference."

Collateral Documents. The due Each Obligor Party hereby acknowledges and punctual payment ratifies, on behalf of itself and each other Obligor, the existence and priority of the principal Liens granted by the Obligors in and premium, if any, of, and interest on, the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and interest (to the extent permitted by law), if anyCollateral in favor of the Secured Parties and represents and warrants, on behalf of itself and each other Obligor, that such Liens and security interests are valid, existing and in full force and effect. Each of the Notes Obligor Parties hereby ratifies and confirms, on behalf of itself and each other Obligor, each Obligor’s obligations under the Collateral Documents to which such Obligor is a party and hereby represents and acknowledges, on behalf of itself and each other Obligor, that the Obligors have no claims, counterclaims, offsets, credits or defenses to the Loan Documents or the performance of their obligations thereunder. Furthermore, each Obligor Party agrees, on behalf of itself and each other Obligor, that nothing contained in this Amendment shall adversely affect any right or remedy of the Administrative Agent or the Lenders under the Collateral Documents or any of the other Loan Documents. Each Obligor Party agrees, on behalf of itself and each other Obligor, that all other Obligations under this Indenturereferences in any Collateral Document to the “Secured Obligations” shall include, without limitation, all of the Notes, obligations of WIL-Bermuda to the Security Documents Administrative Agent and the Registration Rights Lenders under the Credit Agreement, shall be secured as provided in the Security Documentsamended by this Amendment. The Issuers shallFinally, each Obligor Party hereby represents and shall cause warrants, on behalf of itself and each of the Restricted Subsidiaries toother Obligor, do or cause to be done all such acts and things as may be necessary or proper, or as may be required by the provisions of the Security Documents, to assure and confirm to the Trustee the security interest in the Collateral contemplated hereby and by the Security Documents, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein and therein expressed. The Issuers shall, and shall cause each of the Restricted Subsidiaries to, take, upon request of the Trustee, any and all actions required to cause the Security Documents to create and maintain, as security for the Obligations under this Indenture, the Notes, the Security Documents and the Registration Rights Agreement, valid and enforceable, perfected (that except as expressly provided herein herein, the execution and delivery of this Amendment and the other documents executed in connection herewith shall in no way change or therein) Liens in modify its or any other Obligor’s obligations as a debtor, pledgor, assignor, obligor, grantor, mortgagor and/or chargor under any Collateral Document and on all the Collateral, in favor of the Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, other than as provided herein and therein; provided, that the Trustee's Lien securing the Collateral may be subordinated pursuant to the terms of the Intercreditor Agreement to a Lien securing Indebtedness outstanding pursuant to Section 4.9(a) hereof, but only to the extent provided in the Intercreditor Agreement. The Issuers shall, Loan Documents and shall cause each not constitute a waiver by the Administrative Agent or the Lenders of the Restricted Subsidiaries to, use all reasonable efforts to obtain all requisite consents to enable such Issuers or Restricted Subsidiary to provide a Lien on any license (other than of their rights against any Gaming License), contract or agreement to which such Issuer or Restricted Subsidiary that is an Excluded Asset described in clause (iii) of the definition of "Excluded AssetsObligor."

Collateral Documents. The due and punctual payment of the principal and premium, if any, of, and interest on, the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and interest (to the extent permitted by law), if any, on the Notes and performance of all other Obligations under this Indenture, the Notes, the Security Documents and the Registration Rights Agreement, shall be secured as provided in the Security Documents. The Issuers shall, and shall cause each of the Restricted Subsidiaries to, do or cause to be done all such acts and things as may be necessary or proper, or as may be required by the provisions of the Security Documents, to assure and confirm to the Trustee the security interest in the Collateral contemplated hereby and by the Security Documents, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein and therein expressed. The Issuers shall, and shall cause each of the Restricted Subsidiaries to, take, upon request of the Trustee, any and all actions required to cause the Security Documents to create and maintain, as security for the Obligations under this Indenture, the Notes, the Security Documents and the Registration Rights Agreement, valid and enforceable, perfected (except as expressly provided herein or therein) Liens in and on all the Collateral, in favor of the Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, other than as provided herein and therein; provided, that the Trustee's Lien securing the Collateral may be subordinated pursuant to the terms of the Intercreditor Agreement to a Lien securing Indebtedness outstanding pursuant to Section 4.9(a) hereof, but only to the extent provided in the Intercreditor Agreement. The Issuers shall, and shall cause each of the Restricted Subsidiaries to, use all reasonable efforts to obtain all requisite consents to enable such Issuers or Restricted Subsidiary to provide a Lien on any license (other than any Gaming License), contract or agreement to which such Issuer or Restricted Subsidiary that is an Excluded Asset described in clause (iii) of the definition of "Excluded Assets."

Collateral Documents. (a) The due and punctual payment of the principal and premium, if any, of, of and interest on, and premium on the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest (to the extent permitted by law), if any, and premium on the Notes and performance of all other Obligations obligations of the Issuers and the Guarantors to the Holders of Notes or the Trustee under this Indenture, Indenture and the Notes, according to the Security Documents and the Registration Rights Agreementterms hereunder or thereunder, shall be are secured as provided in the Security DocumentsCollateral Documents which have been entered into prior to or simultaneously with the execution of this Indenture. Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral and limitations on exercise of rights and remedies) as the same may be in effect or may be amended from time to time in accordance with the terms of this Indenture and the Collateral Documents and authorizes and directs the Trustee and the Collateral Agent, as applicable, to enter into the Collateral Documents and to perform their respective obligations and exercise their respective rights thereunder in accordance therewith. The Issuers shall, shall deliver or cause to be delivered to the Trustee copies of all documents delivered to the Collateral Agent pursuant to the Collateral Documents and the Issuers shall cause each of the Restricted Subsidiaries to, do or cause to be done all such acts and things as may be necessary or proper, or as may be required by the provisions of the Security Collateral Documents, to assure and confirm to the Trustee the security interest interests in the Collateral contemplated hereby and hereby, by the Security DocumentsCollateral Documents or any part thereof, as from time to time constituted, so as to render the same available (subject to the terms of the Intercreditor Agreement) for the security and benefit of this Indenture and of Indenture, the Notes and the Note Guarantees to the extent secured herebyby the Collateral Documents, according to the intent and purposes herein and therein expressed. The Issuers shall, and shall cause each Subject to the terms of the Restricted Subsidiaries toIntercreditor Agreement, the Issuers shall take, upon request of the Trustee, any and all actions reasonably required to cause the Security Collateral Documents to create and maintain, as security for the Obligations of the Issuers hereunder and of the Guarantors under this Indenturethe Note Guarantees, the Notes, the Security Documents and the Registration Rights Agreement, a valid and enforceable, enforceable perfected (except as expressly provided herein or therein) Liens Lien of the priority required by the Collateral Documents in and on all the Collateral, in favor of the TrusteeCollateral Agent for the benefit of itself, the Trustee and the Holders of Notes, superior to and prior to the rights of all third Persons, and in each case, subject to no other Liens, other than as provided herein Liens permitted under this Indenture and therein; provided, that the Trustee's Lien securing the Collateral may be subordinated pursuant to the terms of the Intercreditor Agreement Agreement. For the avoidance of doubt, the obligations of the Issuers and the Guarantors under this Indenture and the Notes are not secured by any deeds of trust, security agreements, control agreements or any other agreements entered into prior to the date hereof to secure the 2022 Notes, the 2023 Notes or the 2025 Notes. (b) Without limiting the generality of the foregoing, each Holder by accepting a Note agrees that any other document or instrument pursuant to which the Issuers or any Affiliate thereof from time to time grants a Lien securing Indebtedness outstanding pursuant to Section 4.9(a) hereof, but only to the extent provided Trustee or the Holders or an agent or representative on their behalf to secure their obligations hereunder (collectively, the “Security Documents”) are “Shared Security Documents,” and that the Trustee is authorized and directed by each Holder to treat and the Trustee and each such Holder agrees that it will treat the same as “Shared Security Documents” under and as defined in the Intercreditor Agreement and subject to the terms thereof for all purposes, including without limitation, for purposes of amending, modifying, varying or waiving any provision thereof, releasing any collateral thereunder, exercising any rights or remedies thereunder, directing the Collateral Agent thereunder to take any action thereunder or with respect thereto, removing the Collateral Agent and for purposes of sharing the proceeds of the collateral thereunder with the other First Lien Secured Parties (as defined in the Intercreditor Agreement). In furtherance of the foregoing, the Trustee shall (and is hereby authorized to) take or instruct the Collateral Agent thereunder to take such actions under the Security Documents or related thereto as requested by the Required Secured Parties (as defined in the Intercreditor Agreement) from time to time, and notwithstanding any provision in this Indenture to the contrary, unless all debt secured by the Security Documents has been Discharged, the Trustee will not release or instruct the Collateral Agent thereunder to release any Collateral unless such release is not prohibited by the Intercreditor Agreement or such Collateral has been released from the Lien securing the obligations owed to all other First Lien Secured Parties. The Holders hereby designate and direct the Trustee to designate, and the Trustee hereby designates Deutsche Bank Trust Company Americas as its collateral agent to act as specified in and under the Intercreditor Agreement, this Indenture, the Security Documents and any other such documents or instruments entered into by Deutsche Bank Trust Company Americas (and its successors) as the collateral agent for the benefit of the Trustee and the Holders. The Issuers shall, and shall cause each of the Restricted Subsidiaries to, use all reasonable efforts Guarantors hereby consent to obtain all requisite consents to enable such Issuers or Restricted Subsidiary to provide a Lien on any license (other than any Gaming License), contract or agreement to which such Issuer or Restricted Subsidiary that is an Excluded Asset described in clause (iii) of the definition of "Excluded Assetsforegoing provisions."

Collateral Documents. The due and punctual payment of the principal of and premium, if any, of, and accrued but unpaid interest on, on the Notes Securities when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal amount of and the interest (to the extent permitted by law), if any, on the Notes Securities and performance of all other Obligations obligations of the Company and any Guarantor to the Holders or the Trustee under this Indenture, the Notes, the Security Documents Indenture and the Registration Rights AgreementSecurities, according to the terms hereunder or thereunder, shall be secured as provided in the Security Collateral Documents, subject to the Intercreditor Agreement. The Issuers shallEach Holder, by its acceptance of a Security, consents and agrees to the terms of the Collateral Documents and the Intercreditor Agreement (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with the terms thereof and hereof, and shall cause authorizes and directs the Trustee to enter into each of the Restricted Subsidiaries to, Collateral Documents and the Intercreditor Agreement and to perform its respective obligations and exercise its respective rights thereunder in accordance therewith. The Company and the Guarantors will do or cause to be done all such acts and things as may be necessary or proper, or as may be required by the provisions of the Security Collateral Documents, to assure and confirm to the Trustee the security interest interests in and Liens upon the Collateral contemplated hereby and by the Security DocumentsCollateral Documents including, in all property (real, personal and mixed) of the Company and the Guarantors acquired after the Securities are issued, to the extent contemplated by the Collateral Documents or as from time to time constitutedotherwise requested by the Trustee, so as to render the same available for the security and benefit of this Indenture and of the Notes Securities secured hereby, according to the intent and purposes herein and therein expressed. The Issuers shall, Company and each Guarantor shall cause each of the Restricted Subsidiaries to, take, upon request of the Trustee, take any and all actions reasonably required to cause the Security Collateral Documents to create and maintain, as security for the Obligations obligations of the Company and the Guarantors under this Indenture, the Notes, the Security Documents Indenture and the Registration Rights AgreementSecurities, valid and enforceable, perfected (except as expressly provided herein or therein) Liens in and on all of the Collateral, in favor of the Trustee, for the benefit of the Holders, superior to and prior to the rights of all third Persons, persons and subject to no other Liens, other than as provided specifically permitted herein and therein; provided, that the Trustee's Lien securing the Collateral may be subordinated pursuant to the terms of the Intercreditor Agreement to a Lien securing Indebtedness outstanding pursuant to Section 4.9(a) hereof, but only to the extent provided in the Intercreditor Agreement. The Issuers shall, and shall cause each of the Restricted Subsidiaries to, use all reasonable efforts to obtain all requisite consents to enable such Issuers or Restricted Subsidiary to provide a Lien on any license (other than any Gaming License), contract or agreement to which such Issuer or Restricted Subsidiary that is an Excluded Asset described in clause (iii) of the definition of "Excluded Assets."

Collateral Documents. (a) The due and punctual payment of the principal and premium, if any, of, of and interest on, on the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest (to the extent permitted by law), if any, on the Notes and performance of all other Obligations obligations of the Issuer and the Guarantors to the Holders, the Trustee or the Collateral Agent under this Indenture, the Notes, the Security Documents Indenture and the Registration Rights Agreementother Indenture Documents, shall according to the terms hereunder or thereunder, will be secured as provided in the Security Collateral Documents. The Issuers shall, and shall cause each Each Holder of the Restricted Subsidiaries toNotes, by its acceptance thereof, consents and agrees to the terms of this Indenture and the terms of the Collateral Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Collateral Agent (and the Trustee, if applicable) to enter into the Collateral Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer will deliver to the Trustee copies of all documents delivered to the Collateral Agent pursuant to the Collateral Documents, make all filings (including filings of constitution statements and amendments to UCC financing statements that may be necessary to continue the effectiveness of such UCC financing statements) and will do or cause to be done all such acts and things as may be necessary or proper, or as may be required by the provisions of the Security Collateral Documents, to assure and confirm to the Trustee and the Collateral Agent the security interest in the Collateral contemplated hereby and hereby, by the Security DocumentsCollateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of Indenture, the Notes and the Note Guarantees secured hereby, according to the intent and purposes herein and therein expressed. The Issuers shallIssuer will take, and shall will cause each of the Restricted its Subsidiaries to, to take, upon request of the Trustee, any and all actions reasonably required to cause the Security Collateral Documents to create and maintain, as security for the Obligations under this Indentureof the Issuer hereunder, the Notes, the Security Documents and the Registration Rights Agreement, a valid and enforceableenforceable perfected second priority Lien (which Lien shall be subordinated to any First Lien Obligations, perfected (except as expressly provided herein or thereinincluding the Senior Credit Facilities, pursuant to the terms of the Intercreditor Agreement) Liens in and on all the Collateral, in favor of the TrusteeCollateral Agent for the benefit of itself, the Trustee and the Holders, superior to and prior to the rights of all third Persons, Persons and subject to no other Liens, Liens other than as provided herein Permitted Liens. (b) Substantially concurrently with the consummation of the Merger and therein; providedthe satisfaction of the Escrow Release Conditions, that (i) the Trustee's Lien securing Issuer shall cause each of the Initial INTL Guarantors and the Initial GAIN Guarantors to execute and deliver to the Trustee and the Collateral may be subordinated pursuant Agent a joinder or another supplement to the terms of the Intercreditor Agreement to a Lien securing Indebtedness outstanding pursuant to Section 4.9(aand (ii) hereof, but only to the extent provided in the Intercreditor Agreement. The Issuers Issuer shall, and shall cause each of the Restricted Subsidiaries toInitial INTL Guarantors and the Initial GAIN Guarantors, use all reasonable efforts to obtain all requisite consents execute and deliver to enable such Issuers or Restricted Subsidiary to provide a Lien on any license (other than any Gaming License), contract or agreement to which such Issuer or Restricted Subsidiary that is an Excluded Asset described in clause (iii) of the definition of "Excluded AssetsTrustee and the Collateral Agent the Collateral Documents."

Collateral Documents. The due and punctual payment of the principal and premium, if any, of, and interest on, the Notes when and as the same shall be due and payable, whether on an interest payment date, at stated maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and interest (to the extent permitted by law), if any, on the Notes and performance of all other Obligations under this Indenture, the Notes, the Security Documents and the Registration Rights AgreementObligations, shall be secured as provided in the Security Documents. The Issuers Company shall, and shall cause each of the its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be necessary or proper, or as may be required by the provisions of the Security Documents, to assure and confirm to the Trustee Collateral Agent the security interest in the Collateral contemplated hereby and by the Security Documents, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein and therein expressed. The Issuers Company shall, and shall cause each of the its Restricted Subsidiaries to, take, upon request of the TrusteeTrustee or the Collateral Agent, any and all actions required to cause the Security Documents to create and maintain, as security for the Obligations under this Indenture, the Notes, the Security Documents and the Registration Rights AgreementObligations, valid and enforceable, perfected (except as expressly provided herein or therein) ), Liens in and on all the Collateral, in favor of the TrusteeCollateral Agent, superior to and prior to the rights of all third Persons, and subject to no other Liens, other than as provided herein and therein; provided. Each Holder of a Note, that the Trustee's Lien securing the Collateral may be subordinated pursuant by its acceptance thereof, consents and agrees to the terms of the Security Documents and the Intercreditor Agreement (including, without limitation, the provisions providing for foreclosure and release of Collateral and indemnification of the Collateral Agent) as the same may be in effect or may be amended from time to time in accordance with their terms and authorizes and directs (i) the Collateral Agent, with respect to each of the Security Documents to which it is a Lien securing Indebtedness outstanding pursuant to Section 4.9(a) hereof, but only to the extent provided in party and the Intercreditor Agreement. The Issuers shall, and shall cause each (ii) the Trustee, with respect to the Intercreditor Agreement, to perform their respective obligations and exercise their respective rights thereunder in accordance therewith; provided, however, that upon qualification of this Indenture with the TIA, if any provision of the Restricted Subsidiaries toIntercreditor Agreement limits, use all reasonable efforts to obtain all requisite consents to enable such Issuers qualifies or Restricted Subsidiary to provide a Lien on any license (other than any Gaming License), contract or agreement to which such Issuer or Restricted Subsidiary that is an Excluded Asset described in clause (iii) conflicts with the duties imposed by the provisions of the definition of "Excluded AssetsTIA, the TIA shall control."

Collateral Documents. The due Collateral Documents, executed by the Borrower, CHC and punctual payment each Subsidiary, in appropriate form for recording, where necessary (provided that the Collateral Documents to be executed by PNW Holdings, Inc., WestCoast Hotels, Inc. and XxxxxxxXxxx.xxx, Inc. shall be delivered to the Agent within five Business Days of the principal closing of the WestCoast Acquisition), together with: (i) acknowledgment copies of all UCC- 1 financing statements filed, registered or recorded to perfect the security interests of the Agent for the benefit of the Lenders, or other evidence satisfactory to the Agent that there has been filed, registered or recorded all financing statements and premiumother filings, if any, ofregistrations and recordings necessary and advisable to perfect the Liens of the Agent for the benefit of the Lenders in accordance with applicable law; (ii) written advice relating to such lien and judgment searches as the Agent shall have requested, and interest on, the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption such termination statements or otherwise, interest on the overdue principal of and interest (to the extent permitted by law), if any, on the Notes and performance of all other Obligations under this Indenture, the Notes, the Security Documents and the Registration Rights Agreement, shall be secured as provided in the Security Documents. The Issuers shall, and shall cause each of the Restricted Subsidiaries to, do or cause to be done all such acts and things documents as may be necessary or proper, or as may be required by the provisions of the Security Documents, to assure and confirm to the Trustee the security interest in that the Collateral contemplated hereby and by the Security Documents, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein and therein expressed. The Issuers shall, and shall cause each of the Restricted Subsidiaries to, take, upon request of the Trustee, any and all actions required to cause the Security Documents to create and maintain, as security for the Obligations under this Indenture, the Notes, the Security Documents and the Registration Rights Agreement, valid and enforceable, perfected (except as expressly provided herein or therein) Liens in and on all the Collateral, in favor of the Trustee, superior to and prior to the rights of all third Persons, and is subject to no other Liens, other than as provided herein and therein; provided, that the Trustee's Lien securing the Collateral may be subordinated pursuant to the terms Liens in favor of the Intercreditor Agreement to a Lien securing Indebtedness outstanding pursuant to Section 4.9(a) hereof, but only to the extent provided in the Intercreditor Agreement. The Issuers shall, and shall cause each of the Restricted Subsidiaries to, use all reasonable efforts to obtain all requisite consents to enable such Issuers or Restricted Subsidiary to provide a Lien on any license Persons (other than any Gaming LicensePermitted Liens), contract or agreement to which such Issuer or Restricted Subsidiary that is an Excluded Asset described in clause ; (iii) funds sufficient to pay any filing or recording tax or fee in connection with any and all UCC- 1 financing statements; (iv) such consents, estoppels, subordination agreements and other documents and instruments executed by landlords, tenants, franchisors, licensors and other Persons party to material contracts relating to any Collateral as to which the Agent shall be granted a Lien for the benefit of the definition Lenders, as requested by the Agent or any Lender; (v) evidence that all other actions necessary or, in the opinion of "Excluded Assetsthe Agent or the Lenders, desirable, to perfect and protect the first priority security interest created by the Collateral Documents and to enhance the Agent's ability to preserve and protect its interests in and access to the Collateral, have been taken; (vi) amendments to all Deeds of Trust heretofore executed and delivered to the Agent, which amendments shall be substantially in the form of Exhibit I; (vii) the issuance of such endorsements to each Title Insurance Policy heretofore issued in connection with the Deeds of Trust as the Agent deems necessary in its sole discretion, issued by a title insurance company reasonably acceptable to the Agent, dated as of the date of the recording of the amendment to each Deed of Trust, and in a form acceptable to the Agent; and (viii) within five Business Days of the closing of the WestCoast Acquisition, the original stock certificates representing all of the issued and outstanding stock of WestCoast Hotels, Inc., PNW Holdings, Inc. and XxxxxxxXxxx.xxx, Inc., together with an assignment separate from certificate in a form designated by the Agent for each such certificate."

Collateral Documents. (a) The due Collateral Documents, upon execution and punctual payment delivery thereof by the parties thereto, will create in favor of the principal and premium, if any, of, and interest on, Agent for the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and interest (to the extent permitted by law), if any, on the Notes and performance of all other Obligations under this Indenture, the Notes, the Security Documents and the Registration Rights Agreement, shall be secured as provided in the Security Documents. The Issuers shall, and shall cause each benefit of the Restricted Subsidiaries toLenders, do or cause to be done all such acts a legal, valid and things as may be necessary or proper, or as may be required by the provisions of the Security Documents, to assure and confirm to the Trustee the enforceable security interest in the Collateral contemplated hereby and Collateral. (i) when UCC financing statements in the appropriate form are filed in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, to the extent perfection can be obtained by filing UCC financing statements, the Security Documents, as from time to time constituted, so as to render the same available Agent (for the security and benefit of this Indenture the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the Notes secured herebyrelevant Loan Parties in the Collateral described therein (including, according to in the intent case of Intellectual Property, all state trademark registrations, common law trademarks and purposes herein and therein expressed. The Issuers shall, and shall cause each any applications for the registration of any of the Restricted Subsidiaries toforegoing, takebut excluding the Collateral described in the following clauses (ii) through (iv)) and, upon request subject to Section 9-315 of the TrusteeUCC, any and all actions required to cause the Security Documents to create and maintainproceeds thereof, as security for the Obligations under this IndentureObligations, the Notes, the Security Documents prior and the Registration Rights Agreement, valid and enforceable, perfected superior in right to any other person (except as expressly provided herein or thereinfor Liens permitted under Section 6.02), (ii) Liens in and on all the case of the Pledged Collateral, when the original stock certificates representing the Pledged Collateral and related transfer powers are delivered to the Agent and UCC financing statements in favor the appropriate form are filed in respect of the Trustee, superior to and prior to applicable Loan Parties in the rights offices of all third Persons, and subject to no other Liens, other than as provided herein and therein; provided, that the Trustee's Lien securing the Collateral may be subordinated pursuant to the terms secretaries of state of those states specified in paragraph 1(a) of the Intercreditor Agreement to a Lien securing Indebtedness outstanding pursuant to Section 4.9(a) hereofPerfection Certificate, but only to the extent provided perfection can be obtained by the deposit of the original stock certificates and related transfer powers and the filing of UCC financing statements, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the relevant Loan Parties in such Pledged Collateral and, subject to Section 9-315 of the UCC, the proceeds thereof, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02), (iii) in the Intercreditor case of any deposit or securities accounts included in the Collateral (which, for the avoidance of doubt, excludes Excluded Accounts), to the extent perfection can be obtained by entering into a Control Agreement. The Issuers shall, when a Control Agreement is entered into with respect to such deposit or securities accounts, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and shall cause each security interest in all right, title and interest of the Restricted Subsidiaries toapplicable Loan Parties in such deposit or securities accounts, use as applicable, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02) and (iv) in the case of United States patent, United States copyright, and United States federal trademark registrations, and applications for the issuance or registration of any of the foregoing upon the recordation of a short-form security agreement in form and substance reasonably satisfactory to the Agent with the United States Patent and Trademark Office, or the United States Copyright Office, as applicable, together with the filing of UCC financing statements (together with any schedules the Agent requests that the Borrower includes to itemize such Intellectual Property included as Collateral) in the appropriate form in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all reasonable efforts right, title and interest of the applicable Loan Parties organized in the United States in such Intellectual Property in which a security interest may be perfected by such filing in the United States, in each case, prior and superior in right to obtain all requisite consents any other Person (except for Liens permitted under Section 6.02 that have priority as a matter of law) (it being understood that subsequent recordings in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, may be necessary to enable such Issuers or Restricted Subsidiary to provide perfect a Lien on any license (other than any Gaming Licensepatents, patent applications, and trademark and copyright registrations and applications for registration acquired, obtained or initiated by, or granted to, the Loan Parties after the date hereof), contract or agreement to which such Issuer or Restricted Subsidiary that is an Excluded Asset described in clause (iii) of the definition of "Excluded Assets."

Collateral Documents. The In order to secure the due and punctual -------------------- payment of the principal and or premium, if any, of, and interest onand Additional Interest, if any, on the Notes when and as the same shall be due and payable, whether on an interest payment dateInterest Payment Date, at maturity, on any Asset Sale Offer Payment Date, Excess Loss Proceeds Payment Date or Change of Control Payment Date, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest (to the extent permitted by law)) interest and Additional Interest, if any, on the Notes and the performance of all other Obligations of the Company and the Subsidiary Guarantors to the Holders or the Trustee under this Indenture, the Notes, the Security Documents Subsidiary Guarantees, and any other documents contemplated hereby, as the case may be, the Company, the Subsidiary Guarantors and the Registration Rights AgreementTrustee, shall be secured as provided applicable, have simultaneously with the execution of this Indenture entered into the Collateral Documents to create the security interests and for related matters. The Trustee, the Company and the Subsidiary Guarantors each hereby agree that the Trustee holds its interest in the Security Collateral in trust for its benefit and for the benefit of the Holders pursuant to the terms of the Collateral Documents. The Issuers shallEach of the Company and the Subsidiary Guarantors covenants and agrees that it shall execute, acknowledge and deliver to the Trustee such further assignments, transfers, assurances or other instruments and shall cause each of the Restricted Subsidiaries to, do or cause to be done all such acts and things as may be necessary or proper, or as may be required by the provisions of the Security Documents, proper to assure and confirm to the Trustee the security its interest in the Collateral contemplated hereby and by the Security DocumentsCollateral, or any part thereof, as from time to time constituted, and the right, title and interest in and to the Collateral Documents so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein and therein expressed. The Issuers shall, and shall cause each of the Restricted Subsidiaries to, take, upon request of the Trustee, any and all actions required to cause the Security Documents to create and maintain, as security for the Obligations under this Indenture, the Notes, the Security Documents and the Registration Rights Agreement, valid and enforceable, perfected (except as expressly provided herein or therein) Liens in and on all the Collateral, in favor of the Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, other than as provided herein and therein; provided, that the Trustee's Lien securing the Collateral may be subordinated pursuant to the terms of the Intercreditor Agreement to a Lien securing Indebtedness outstanding pursuant to Section 4.9(a) hereof, but only to the extent provided in the Intercreditor Agreement. The Issuers shall, and shall cause each of the Restricted Subsidiaries to, use all reasonable efforts to obtain all requisite consents to enable such Issuers or Restricted Subsidiary to provide a Lien on any license (other than any Gaming License), contract or agreement to which such Issuer or Restricted Subsidiary that is an Excluded Asset described in clause (iii) of the definition of "Excluded Assets."

Collateral Documents. The due and punctual payment of the principal and premium, if any, of, and interest on, the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and interest (to the extent permitted by law), if any, on the Notes and performance of all other Obligations under this Indenture, the Notes, the Security Documents and the Registration Rights AgreementObligations, shall be secured as provided in the Security Collateral Documents. The Issuers shallEach Company, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents (including, without limitation, the provisions providing for foreclosure and release of Pledged Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs each of the Administrative Agent and the Collateral Agent to enter into the Collateral Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. Each Loan Party shall deliver to the Administrative Agent copies of all documents delivered to the Collateral Agent pursuant to the Collateral Documents, and shall cause each of the Restricted Subsidiaries to, do or cause to be done all such acts and things as may be necessary or proper, or as may be required by the provisions of the Security Documentsany Collateral Document, to assure and confirm to the Trustee Administrative Agent and the Collateral Agent the security interest in the Pledged Collateral contemplated hereby and hereby, by the Security Documentsany Collateral Document or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture Agreement and of the Notes secured hereby, other Loan Documents according to the intent and purposes herein and therein expressed. The Issuers shallBorrower shall take, and or shall cause each of the Restricted its Subsidiaries to, to take, upon request of the TrusteeAdministrative Agent or Collateral Agent, any and all actions reasonably required to cause the Security Collateral Documents to create and maintain, as security for the Obligations under this IndentureObligations, the Notes, the Security Documents and the Registration Rights Agreement, a valid and enforceable, enforceable perfected (except as expressly provided herein or therein) Liens first priority Lien in and on all the Pledged Collateral, in favor of the Trustee, Collateral Agent for the benefit of the Credit Parties and other Indebtedness subject to the Collateral Trust Agreement superior to and prior to the rights of all third Persons, persons and subject to no other Liens, Liens other than as provided herein and therein; provided, that the Trustee's Lien securing the Permitted Collateral may be subordinated pursuant to the terms of the Intercreditor Agreement to a Lien securing Indebtedness outstanding pursuant to Section 4.9(a) hereof, but only to the extent provided in the Intercreditor AgreementLiens. The Issuers shall, and Companies shall cause each of the Restricted Subsidiaries to, use all their commercially reasonable efforts to obtain all requisite consents to enable such Issuers or Restricted Subsidiary to provide a Lien on ensure that any license (other than any Gaming License), contract Material Agreement or agreement relating to which Pledged Collateral acquired by any Company after the date hereof will not contain provisions that would impair or prevent the creation of a security interest therein or result in such Issuer Material Agreement or Restricted Subsidiary that is an Excluded Asset described in clause (iii) of Pledged Collateral being excluded from the definition of "Excluded AssetsPledged Collateral."

Collateral Documents. The due and punctual payment of the principal and of, premium, if any, of, and accrued but unpaid interest on, on the Notes Securities when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal amount of and the interest (to the extent permitted by law), if any, on the Notes Securities and performance of all other Obligations obligations of the Company and any Guarantor to the Holders or the Trustee under this Indenture, the Notes, the Security Documents Indenture and the Registration Rights AgreementSecurities, according to the terms hereunder or thereunder, shall be secured as provided in the Security Collateral Documents, subject to the Intercreditor Agreement. The Issuers shallEach Holder, by its acceptance of a Security, consents and agrees to the terms of the Collateral Documents and the Intercreditor Agreement (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with the terms thereof and hereof, and shall cause authorizes and directs the Trustee to enter into each of the Restricted Subsidiaries to, Collateral Documents and the Intercreditor Agreement and to perform its respective obligations and exercise its respective rights thereunder in accordance therewith. The Company and the Guarantors will do or cause to be done all such acts and things as may be necessary or proper, or as may be required by the provisions of the Security Collateral Documents, to assure and confirm to the Trustee the security interest interests in and Liens upon the Collateral contemplated hereby and by the Security DocumentsCollateral Documents including, in all property (real, personal and mixed) of the Company and the Guarantors acquired after the Securities are issued, to the extent contemplated by the Collateral Documents or as from time to time constitutedotherwise requested by the Trustee, so as to render the same available for the security and benefit of this Indenture and of the Notes Securities secured hereby, according to the intent and purposes herein and therein expressed. The Issuers shall, and shall cause each of the Restricted Subsidiaries to, take, upon request of the Trustee, any and all actions required to cause the Security Documents to create and maintain, as security for the Obligations under this Indenture, the Notes, the Security Documents and the Registration Rights Agreement, valid and enforceable, perfected (except as expressly provided herein or therein) Liens in and on all the Collateral, in favor of the Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, other than as provided herein and therein; provided, that the Trustee's Lien securing the Collateral may be subordinated pursuant to the terms of the Intercreditor Agreement to a Lien securing Indebtedness outstanding pursuant to Section 4.9(a) hereof, but only to the extent provided in the Intercreditor Agreement. The Issuers shall, and shall cause each of the Restricted Subsidiaries to, use all reasonable efforts to obtain all requisite consents to enable such Issuers or Restricted Subsidiary to provide a Lien on any license (other than any Gaming License), contract or agreement to which such Issuer or Restricted Subsidiary that is an Excluded Asset described in clause (iii) of the definition of "Excluded Assets."herein

Collateral Documents. The due and punctual payment of the principal and of, premium, if any, of, and interest on, on the Notes Securities when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest (to the extent permitted by law), if any, on the Notes Securities and performance of all other Obligations of the Company and the Subsidiary Guarantors to the Securityholders or the Trustee under this Indenture, the Notes, the Security Documents Indenture and the Registration Rights AgreementSecurities, according to the terms hereunder or thereunder, shall be secured as provided in the Security Collateral Documents. The Issuers shallEach Securityholder, by its acceptance of a Security, consents and shall cause agrees to the terms of the Collateral Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with the terms thereof and hereof and authorizes and directs the Trustee as collateral agent to enter into each of the Restricted Subsidiaries to, Collateral Documents and to perform its respective obligations and exercise its respective rights thereunder in accordance therewith. The Company and the Subsidiary Guarantors will do or cause to be done all such acts and things as may be necessary or proper, or as may be required by the provisions of the Security Collateral Documents, to assure and confirm to the Trustee the security interest in the Collateral contemplated hereby and by the Security DocumentsCollateral Documents including, except as hereinafter provided, in all Material Real Property of the Company and the Subsidiary Guarantors acquired after the Securities are issued, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes Securities secured hereby, according to the intent and purposes herein and therein expressed. The Issuers shall, Company and each Subsidiary Guarantor shall cause each of the Restricted Subsidiaries to, take, upon request of the Trustee, take any and all actions required to cause the Security Collateral Documents to create and maintain, as security for the Obligations of the Company and the Subsidiary Guarantors under this Indenture, the Notes, the Security Documents Indenture and the Registration Rights AgreementSecurities, valid and enforceable, perfected (except as expressly provided herein or therein) Liens in and on all the CollateralCollateral and such real property, in favor of the Trustee, superior to and prior to the rights of all third Personspersons, and subject to no other Liens, other than as provided herein and therein; provided. In the event that at any time after the date of this Indenture, the Company or any Subsidiary Guarantor acquires any Collateral, or it is determined that any Collateral is not then subject to a perfected security interest in favor of the Trustee's Lien securing the Collateral may be subordinated Trustee pursuant to the terms relevant Collateral Document (after giving effect to any express exceptions contained in such Collateral Document), then (i) in the case of Receivables, a second priority perfected security interest in favor of the Intercreditor Agreement Trustee subject only to a Lien securing Indebtedness outstanding first priority security interest granted pursuant to Section 4.9(aa Working Capital Facility and (ii) hereofin the case of all other Collateral, but only a first priority perfected security interest in favor of the Trustee, shall immediately be granted in such Collateral, pursuant to the respective Collateral Documents and, to the extent provided necessary, additional security documents shall be entered into in order to effectively grant such perfected security interests, together with such other documents, mortgage title insurance policies, certificates, resolutions, instruments, financing statements, opinions and writings that would have been required to be delivered if such perfected security interests had been created on the date of this Indenture, all of which shall be in form and substance satisfactory to the Trustee. Anything in the Intercreditor Agreement. The Issuers shallCollateral Documents to the contrary notwithstanding, and shall cause each none of the Restricted Subsidiaries to, use all reasonable efforts Company or any Subsidiary Guarantor will be required to obtain all requisite consents to enable grant Liens on real property acquired after the Securities are issued if such Issuers or Restricted Subsidiary to provide a Lien on such real property is expressly prohibited from being pledged pursuant to another contractual obligation binding on any license (such Person, such prohibition was not incurred by such Person with the intent of negating the requirements of this Section 10.01, such Person, after using reasonable efforts, has been unable to terminate or modify such prohibition in order to permit such pledge and such real property is not pledged to any other than any Gaming License), contract or agreement to which such Issuer or Restricted Subsidiary that is an Excluded Asset described in clause (iii) of the definition of "Excluded AssetsPerson."

Collateral Documents. (a) The due and punctual payment of the principal and premium, if any, of, of and interest on, and premium on the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest (to the extent permitted by law), if any, and premium on the Notes and performance of all other Obligations obligations of the Issuers and the Guarantors to the Holders of Notes or the Trustee under this Indenture, Indenture and the Notes, according to the Security Documents and the Registration Rights Agreementterms hereunder or thereunder, shall be are secured as provided in the Security DocumentsCollateral Documents which have been entered into prior to or simultaneously with the execution of this Indenture. Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral and limitations on exercise of rights and remedies) as the same may be in effect or may be amended from time to time in accordance with the terms of this Indenture and the Collateral Documents and authorizes and directs the Trustee and the Collateral Agent, as applicable, to enter into the Collateral Documents and to perform their respective obligations and exercise their respective rights thereunder in accordance therewith. The Issuers shall, shall deliver or cause to be delivered to the Trustee copies of all documents delivered to the Collateral Agent pursuant to the Collateral Documents and the Issuers shall cause each of the Restricted Subsidiaries to, do or cause to be done all such acts and things as may be necessary or proper, or as may be required by the provisions of the Security Collateral Documents, to assure and confirm to the Trustee the security interest interests in the Collateral contemplated hereby and hereby, by the Security DocumentsCollateral Documents or any part thereof, as from time to time constituted, so as to render the same available (subject to the terms of the Intercreditor Agreement) for the security and benefit of this Indenture and of Indenture, the Notes and the Note Guarantees to the extent secured herebyby the Collateral Documents, according to the intent and purposes herein and therein expressed. The Issuers shall, and shall cause each Subject to the terms of the Restricted Subsidiaries toIntercreditor Agreement, the Issuers shall take, upon request of the Trustee, any and all actions reasonably required to cause the Security Collateral Documents to create and maintain, as security for the Obligations of the Issuers hereunder and of the Guarantors under this Indenturethe Note Guarantees, the Notes, the Security Documents and the Registration Rights Agreement, a valid and enforceable, enforceable perfected (except as expressly provided herein or therein) Liens Lien of the priority required by the Collateral Documents in and on all the Collateral, in favor of the TrusteeCollateral Agent for the benefit of itself, the Trustee and the Holders of Notes, superior to and prior to the rights of all third Persons, and in each case, subject to no other Liens, other than as provided herein Liens permitted under this Indenture and therein; provided, that the Trustee's Lien securing the Collateral may be subordinated pursuant to the terms of the Intercreditor Agreement Agreement. For the avoidance of doubt, the obligations of the Issuers and the Guarantors under this Indenture and the Notes are not secured by any deeds of trust, security agreements, control agreements or any other agreements entered into prior to the date hereof to secure the the 7⅞% 2020 Notes, the 7¾% 2020 Notes, the 2022 Notes or the 2023 Notes. (b) Without limiting the generality of the foregoing, each Holder by accepting a Note agrees that any other document or instrument pursuant to which the Issuers or any Affiliate thereof from time to time grants a Lien securing Indebtedness outstanding pursuant to Section 4.9(a) hereof, but only to the extent provided Trustee or the Holders or an agent or representative on their behalf to secure their obligations hereunder (collectively, the “Security Documents”) are “Shared Security Documents,” and that the Trustee is authorized and directed by each Holder to treat and the Trustee and each such Holder agrees that it will treat the same as “Shared Security Documents” under and as defined in the Intercreditor Agreement and subject to the terms thereof for all purposes, including without limitation, for purposes of amending, modifying, varying or waiving any provision thereof, releasing any collateral thereunder, exercising any rights or remedies thereunder, directing the Collateral Agent thereunder to take any action thereunder or with respect thereto, removing the Collateral Agent and for purposes of sharing the proceeds of the collateral thereunder with the other First Lien Secured Parties (as defined in the Intercreditor Agreement). In furtherance of the foregoing, the Trustee shall (and is hereby authorized to) take or instruct the Collateral Agent thereunder to take such actions under the Security Documents or related thereto as requested by the Required Secured Parties (as defined in the Intercreditor Agreement) from time to time, and notwithstanding any provision in this Indenture to the contrary, unless all debt secured by the Security Documents has been Discharged, the Trustee will not release or instruct the Collateral Agent thereunder to release any Collateral unless such release is not prohibited by the Intercreditor Agreement or such Collateral has been released from the Lien securing the obligations owed to all other First Lien Secured Parties. The Holders hereby designate and direct the Trustee to designate, and the Trustee hereby designates Deutsche Bank Trust Company Americas as its collateral agent to act as specified in and under the Intercreditor Agreement, this Indenture, the Security Documents and any other such documents or instruments entered into by Deutsche Bank Trust Company Americas (and its successors) as the collateral agent for the benefit of the Trustee and the Holders. The Issuers shall, and shall cause each of the Restricted Subsidiaries to, use all reasonable efforts Guarantors hereby consent to obtain all requisite consents to enable such Issuers or Restricted Subsidiary to provide a Lien on any license (other than any Gaming License), contract or agreement to which such Issuer or Restricted Subsidiary that is an Excluded Asset described in clause (iii) of the definition of "Excluded Assetsforegoing provisions."

Collateral Documents. The due Collateral Documents (or amendments thereto), executed by the Company and punctual payment the Subsidiaries, in appropriate form for recording, where necessary, together with: (i) copies of all UCC-l financing statements to be filed, registered or recorded to perfect (or maintain perfection of) the security interests of the principal and premium, if any, ofAgent for the benefit of the Lenders, and interest onother filings, registrations and recordings necessary and advisable to perfect or maintain the Notes when Liens of the Agent for the benefit of the Lenders in accordance with applicable law; (ii) written advice relating to such Lien and judgment searches as the same Agent shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and interest (to the extent permitted by law), if any, on the Notes and performance of all other Obligations under this Indenture, the Notes, the Security Documents and the Registration Rights Agreement, shall be secured as provided in the Security Documents. The Issuers shallhave requested, and shall cause each of the Restricted Subsidiaries to, do such termination statements or cause to be done all such acts and things other documents as may be necessary or proper, or to confirm that the Collateral is subject to no other Liens in favor of any Persons (other than Permitted Liens); (iii) all certificates and instruments representing the Pledged Collateral and stock and note transfer powers executed in blank with signatures guaranteed as the Agent may be required specify; (iv) to the extent requested by the provisions of the Security DocumentsAgent, funds sufficient to assure and confirm to the Trustee the security interest pay any filing or recording tax or fee in the Collateral contemplated hereby and by the Security Documents, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein and therein expressed. The Issuers shall, and shall cause each of the Restricted Subsidiaries to, take, upon request of the Trustee, connection with any and all actions required UCC-1 financing statements and the Mortgages; (v) with respect to cause the Security Documents Mortgaged Property, (A) an ALTA Form B (or other form acceptable to the Agent and the Lenders) mortgagee policy of title insurance or a binder issued by a title insurance company satisfactory to the Agent insuring (or undertaking to insure, in the case of a binder) that the Mortgages create and maintainconstitute a valid first Lien against the Mortgaged Property in favor of the Agent, subject only to exceptions acceptable to the Agent, with such endorsements and affirmative insurance as security for the Agent may reasonably request or (B) evidence satisfactory to the Agent that such policies issued pursuant to the Prior Credit Agreement with respect to such properties as the Agent may require remain in full force and effect as to the Obligations under this IndentureAgreement; (vi) evidence that the Agent has been named as loss payee under all policies of casualty insurance, and as additional insured under all policies of liability insurance, required by the NotesMortgage; (vii) flood insurance and earthquake insurance, to the Security Documents extent applicable, on terms satisfactory to the Agent; (viii) proof of payment (or arrangements therefor satisfactory to the Agent) of all title insurance premiums, documentary stamp or intangible taxes, recording fees and mortgage taxes payable in connection with the Registration Rights Agreementrecording of any Mortgage or the issuance of the title insurance policies (whether due on the Restatement Date or in the future) including sums due in connection with any future advances; (ix) such consents, valid estoppels, subordination agreements, waivers and enforceableother documents and instruments executed by landlords, perfected tenants, bailees, warehousemen and other Persons party to material contracts relating to any Collateral as to which the Agent shall be granted a Lien for the benefit of the Lenders, as requested by the Agent; and (except as expressly provided herein or thereinx) Liens evidence that all other actions necessary or, in the opinion of the Agent, desirable to perfect and protect the first priority Lien created by the Collateral Documents, and to enhance the Agent's ability to preserve and protect its interests in and on all access to the Collateral, in favor of the Trustee, superior to and prior have been taken (or arrangements therefor satisfactory to the rights of all third Persons, and subject to no other Liens, other than as provided herein and therein; provided, that the Trustee's Lien securing the Collateral may be subordinated pursuant to the terms of the Intercreditor Agreement to a Lien securing Indebtedness outstanding pursuant to Section 4.9(a) hereof, but only to the extent provided in the Intercreditor Agreement. The Issuers shall, and shall cause each of the Restricted Subsidiaries to, use all reasonable efforts to obtain all requisite consents to enable such Issuers or Restricted Subsidiary to provide a Lien on any license (other than any Gaming LicenseAgent have been made), contract or agreement to which such Issuer or Restricted Subsidiary that is an Excluded Asset described in clause (iii) of the definition of "Excluded Assets.";

Collateral Documents. The due and punctual payment of the principal and premium, if any, of, and interest on, the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and interest (to the extent permitted by law), if any, on the Notes and performance of all other Obligations under this Indenture, the Notes, the Security Documents and the Registration Rights Agreement, shall be secured as provided in the Security Documents. The Issuers shall, and shall cause each of the Restricted Subsidiaries to, do or cause to be done all such acts and things as may be necessary or proper, or as may be required by the provisions of the Security Documents, to assure and confirm to the Trustee the security interest in the Collateral contemplated hereby and by the Security Documents, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein and therein expressed. The Issuers shall, and shall cause each of the Restricted Subsidiaries to, take, upon request of the Trustee, any and all actions required to cause the Security Documents to create and maintain, as security for the Obligations under this Indenture, the Notes, the Security Documents and the Registration Rights Agreement, valid and enforceable, perfected (except as expressly provided herein or therein) Liens in and on all the Collateral, in favor of the Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, other than as provided herein and therein; providedprovided that, that the Trustee's Lien securing the Collateral may be subordinated pursuant to the terms of the Intercreditor Agreement to a Lien securing Indebtedness outstanding pursuant to clause (a) of the second paragraph of Section 4.9(a) hereof4.9, but only to the extent provided in the Intercreditor Agreement. The Issuers shall, and shall cause each of the Restricted Subsidiaries to, use all reasonable efforts to obtain all requisite consents necessary to enable such Issuers or Restricted Subsidiary to provide a Lien on any license (other than any Gaming License), contract or agreement to which such Issuer or Restricted Subsidiary is a party and that is constitutes an Excluded Asset described in clause (iii) of the definition of "Excluded Assets."

Collateral Documents. The due and punctual payment of the principal and premium, if any, of, premium and interest on, on the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of of, premium and interest (to the extent permitted by law), if any, on the Notes and performance of all other Obligations of the Company and the Guarantors to the Holders or the Trustee under this Indenture, the Notes, the Security Documents Note Guarantees, the Intercreditor Agreement and the Registration Rights AgreementCollateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Security Collateral Documents, which define the terms of the Liens that secure the Obligations, subject to the terms of the Intercreditor Agreement. The Issuers shallTrustee and the Company hereby acknowledge and agree that the Credit Agreement Collateral Agent holds the Collateral in trust for the benefit of itself, the Holders and the Trustee and pursuant to the terms of the Collateral Documents and the Intercreditor Agreement. Each Holder, by accepting a Note, consents and agrees to the terms of the Collateral Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the Intercreditor Agreement as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and the Intercreditor Agreement, and authorizes and directs the Collateral Agent to enter into the Collateral Documents and the Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Company shall cause each deliver to the Collateral Agent copies of all documents required to be filed pursuant to the Restricted Subsidiaries toCollateral Documents, and will do or cause to be done all such acts and things as may be necessary or proper, or as may be reasonably required by the provisions next sentence of the Security Documentsthis SECTION 12.1, to assure and confirm to the Trustee Collateral Agent the security interest in the Collateral contemplated hereby and hereby, by the Security DocumentsCollateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein and therein expressed. The Issuers Company shall, and shall cause each of the Restricted Subsidiaries of the Company to, take, upon request of the Trustee, take any and all actions and make all filings (including the filing of UCC financing statements, continuation statements and amendments thereto) required to cause the Security Collateral Documents to create and maintain, as security for the Obligations of the Company and the Guarantors to the Senior Notes Secured Parties under this Indenture, the Notes, the Security Documents Note Guarantees, the Intercreditor Agreement and the Registration Rights AgreementCollateral Documents, a valid and enforceable, enforceable perfected (except as expressly provided herein or therein) Liens Lien and security interest in and on all the Collateral, in favor of the Trustee, superior to and prior to the rights of all third Persons, and Collateral (subject to no other Liens, other than as provided herein and therein; provided, that the Trustee's Lien securing the Collateral may be subordinated pursuant to the terms of the Intercreditor Agreement to a Lien securing Indebtedness outstanding pursuant to Section 4.9(a) hereofand the Collateral Documents), but only to the extent provided in the Intercreditor Agreement. The Issuers shall, and shall cause each favor of the Restricted Subsidiaries toCollateral Agent for the benefit of itself, use all reasonable efforts the Holders and the Trustee subject to obtain all requisite consents to enable such Issuers or Restricted Subsidiary to provide a Lien on any license (no Liens other than any Gaming License), contract or agreement to which such Issuer or Restricted Subsidiary that is an Excluded Asset described in clause (iii) of the definition of "Excluded AssetsPermitted Liens."

Collateral Documents. (a) The due and punctual payment of the principal and premium, if any, of, and interest on, the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturityStated Maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and interest interest, including Special Interest, if any (to the extent permitted by law), if any, on the Notes and performance of all other Obligations under this Indenture, the Notes, Indenture or the Security Documents and the Registration Rights AgreementDocuments, shall be secured as provided in the Security Documents. . (b) The Issuers Company shall, and shall cause each of the Restricted Subsidiaries its Subsidiary Guarantors to, do or cause to be done all such acts and things as may be necessary or proper, or as may be required by the provisions of the Security Documents, to assure and confirm to the Trustee Collateral Agent the security interest in the Collateral contemplated hereby and by the Security Documents, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein and therein expressed. The Issuers Company shall, and shall cause each of the Restricted Subsidiaries its Subsidiary Guarantors to, take, upon request of the TrusteeTrustee or the Collateral Agent (but the Trustee or Collateral Agent is not required to so request), any and all actions required to cause the Security Documents to create and maintain, as security for the Obligations under this Indenture, the Notes, the Security Documents and the Registration Rights AgreementObligations, valid and enforceable, perfected (except as expressly provided herein or therein) ), Liens in and on all the Collateral, in favor of the TrusteeCollateral Agent, superior to and prior to the rights of all third Persons, and subject to no other Liens, other than as provided herein and therein; provided. (c) Each Holder of a Note, that the Trustee's Lien securing the Collateral may be subordinated pursuant by its acceptance thereof, consents and agrees to the terms of the Security Documents and the Intercreditor Agreement as the same may be in effect or may be amended from time to time in accordance with their terms and authorizes and directs (i) the Collateral Agent, with respect to each of the Security Documents to which it is a Lien securing Indebtedness outstanding pursuant to Section 4.9(a) hereof, but only to the extent provided in party and the Intercreditor Agreement. The Issuers shall, and shall cause each (ii) the Trustee, with respect to the Intercreditor Agreement, to perform their respective obligations and exercise their respective rights thereunder in accordance therewith; provided, however, that upon qualification of this Indenture with the TIA, if any provision of the Restricted Subsidiaries toIntercreditor Agreement limits, use qualifies or conflicts with the duties imposed by the provisions of the TIA, the TIA shall control. (d) The assets constituting the Collateral will include all reasonable efforts to obtain of the assets of the Company and such Subsidiary Guarantor (whether now owned or hereafter arising or acquired) that secure the Revolving Credit Facility or are covered by a Security Document, including the following: (i) substantially all requisite consents to enable such Issuers or Restricted of the Company's and each Subsidiary to provide a Lien on any license Guarantor's existing and after acquired real, personal, tangible and intangible property, including, without limitation, leasehold interests (other than any Gaming Licenseexclusive of real property leases), contract fee properties, accounts receivables, contracts, rental contracts and agreements, inventory, cash and deposit accounts, equipment, intellectual property, insurance policies, permits, commercial tort claims, chattel paper, letter of credit rights, supporting obligations, general intangibles and proceeds and products from any and all of the foregoing; (ii) all of the Capital Stock of existing and future Subsidiary Guarantors and dPi owned directly or agreement to which such Issuer or indirectly by the Company and its Restricted Subsidiary that is an Excluded Asset described in clause Subsidiaries; and (iii) all amounts deposited in the Excess Cash Flow Collateral Account; all of the definition of above assets, the "Excluded AssetsCollateral."

Collateral Documents. The due and punctual payment of the principal and premium, if any, of, premium and interest on, on the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of of, premium and interest (to the extent permitted by law), if any, on the Notes and performance of all other Obligations of the Issuers and the Guarantors to the Holders or the Trustee under this Indenture, the Notes, the Security Documents Note Guarantees, the Intercreditor Agreements and the Registration Rights AgreementCollateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Security Collateral Documents, which define the terms of the Liens that secure the Obligations, subject to the terms of the Intercreditor Agreement. The Trustee and the Issuers hereby acknowledge and agree that the Collateral Agent holds the Collateral in trust for the benefit of the Holders and the Trustee and pursuant to the terms of the Collateral Documents and the Intercreditor Agreements. Each Holder, by accepting a Note, consents and agrees to the terms of the Collateral Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the Intercreditor Agreements as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and the Intercreditor Agreements, and authorizes and directs the Collateral Agent to enter into the Collateral Documents and the Intercreditor Agreements and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers shallshall deliver to the Collateral Agent copies of all documents required to be filed pursuant to the Collateral Documents, and shall cause each of the Restricted Subsidiaries to, will do or cause to be done all such acts and things as may be necessary or proper, or as may be reasonably required by the provisions next sentence of the Security Documentsthis Section 12.1, to assure and confirm to the Trustee Collateral Agent the security interest in the Collateral contemplated hereby and hereby, by the Security DocumentsCollateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein and therein expressed. The Issuers shall, and shall cause each the Subsidiaries of the Restricted Subsidiaries Issuers to, take, upon request of the Trustee, take any and all actions and make all filings (including the filing of UCC financing statements, continuation statements and amendments thereto) required to cause the Security Collateral Documents to create and maintain, as security for the Obligations of the Issuers and the Guarantors to the Secured Parties under this Indenture, the Notes, the Security Documents Note Guarantees, the Intercreditor Agreements and the Registration Rights AgreementCollateral Documents, a valid and enforceable, enforceable perfected (except as expressly provided herein or therein) Liens Lien and security interest in and on all the Collateral, in favor of the Trustee, superior to and prior to the rights of all third Persons, and Collateral (subject to no other Liens, other than as provided herein and therein; provided, that the Trustee's Lien securing the Collateral may be subordinated pursuant to the terms of the Intercreditor Agreement to a Lien securing Indebtedness outstanding pursuant to Section 4.9(a) hereofAgreements and the Collateral Documents), but only to the extent provided in the Intercreditor Agreement. The Issuers shall, and shall cause each favor of the Restricted Subsidiaries to, use all reasonable efforts Collateral Agent for the benefit of the Holders and the Trustee subject to obtain all requisite consents to enable such Issuers or Restricted Subsidiary to provide a Lien on any license (no Liens other than any Gaming License), contract or agreement to which such Issuer or Restricted Subsidiary that is an Excluded Asset described in clause (iii) of the definition of "Excluded AssetsPermitted Liens."

Collateral Documents. The due and punctual payment of the principal of and premiuminterest and Liquidated Damages, if any, of, and interest on, on the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Liquidated Damages (to the extent permitted by law), if any, on the Notes and performance of all other Obligations obligations of the Company to the Holders of Notes or the Trustee under this Indenture, Indenture and the Notes, according to the Security Documents and the Registration Rights Agreementterms hereunder or thereunder, shall be are secured as provided in the Security DocumentsCollateral Documents which the Company and the Guarantors has entered into simultaneously with the execution of this Indenture. Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Collateral Agent to enter into the Collateral Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers shall, Company and the Guarantors shall deliver to the Trustee copies of all Collateral Documents delivered to the Collateral Agent and shall cause each of the Restricted Subsidiaries to, do or cause to be done all such acts and things as may be necessary or proper, or as may be required by the provisions of the Security Collateral Documents, to assure and confirm to the Trustee and the Collateral Agent the security interest in the Collateral Documents contemplated hereby and hereby, by the Security DocumentsCollateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein and therein expressed. The Issuers shallCompany shall take, and shall cause each of the Restricted its Subsidiaries to, to take, upon request of the Trustee, any and all actions reasonably required (or reasonably requested by the Trustee) to cause the Security Collateral Documents to create and maintain, as security for the Obligations under this Indenture, of the Notes, the Security Documents Company and the Registration Rights AgreementGuarantors hereunder, a valid and enforceable, subject to the Intercreditor Agreement, perfected (except as expressly provided herein or therein) Liens first priority Lien in and on all the Collateral, in favor of the TrusteeCollateral Agent for the benefit of the Holders of Notes, superior to and prior to the rights of all third Persons, Persons and subject to no other Liens than Permitted Liens, other than as provided herein and therein; provided, that the Trustee's Lien securing the Collateral may be subordinated pursuant to the terms of the Intercreditor Agreement to a Lien securing Indebtedness outstanding pursuant to Section 4.9(a) hereof, but only to the extent provided in the Intercreditor Agreement. The Issuers shall, and shall cause each of the Restricted Subsidiaries to, use all reasonable efforts to obtain all requisite consents to enable such Issuers or Restricted Subsidiary to provide a Lien on any license (other than any Gaming License), contract or agreement to which such Issuer or Restricted Subsidiary that is an Excluded Asset described in clause (iii) of the definition of "Excluded Assets."

Collateral Documents. The due and punctual payment of the principal and of, premium, if any, ofinterest (including Additional Amounts, if any, and interest Special Interest, if any) on, and any other amounts due in respect of, the Notes when and as the same shall be due and payable, whether on an interest payment dateInterest Payment Date, at maturityStated Maturity, by acceleration, repurchasecall for redemption, redemption upon a Change of Control Offer, Asset Sale Offer, purchase or otherwise, and interest on the overdue principal of and interest (including Additional Amounts, if any, and Special Interest, if any) (to the extent permitted by law), if any, on the Notes and performance of all other Obligations obligations of the Company and any Guarantor to the Holders of the Notes or the Trustee under this Indenture, the Notes, the Security Documents Guarantees, the Collateral Documents, and the Registration Rights AgreementConvertible Note Collateral Documents, according to the terms hereunder or thereunder, shall be secured (i) as provided in the Security Collateral Documents, (ii) as provided in the Convertible Note Collateral Documents, (iii) by a pledge by any future Guarantor of the Capital Stock of any Wholly-Owned Subsidiary (whether now owned or hereafter acquired) of such future Guarantor and any and all dividends, distributions and proceeds thereof, and (iv) by a pledge by all Wholly-Owned Subsidiaries of all Intercompany Notes owned by such WhollyOwned Restricted Subsidiaries from a Restricted Subsidiary (other than any Intercompany Notes made with the dividends, distributions, payments and proceeds of Technocom Preferred Stock or other Convertible Note Collateral or otherwise constituting Convertible Note Collateral). The Issuers shallCompany will cause such future Guarantors and Wholly-Owned Subsidiaries to granx x Xxxx xxx security interest pursuant to Collateral Documents substantially similar to the Company Senior Note Security Agreement, and shall cause each of the Restricted Subsidiaries to, do or cause to be done all such acts and things any other additional Collateral Documents as may be necessary or properappropriate to create or make effective such Lien and security interest, or as may such Lien and security interest to be required by for the provisions benefit of the Security Documents, to assure Trustee and confirm to the Trustee the security interest in the Collateral contemplated hereby and by the Security Documents, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and Holders of the Notes secured herebyto secure the Notes, according to the intent Guarantees and purposes herein and therein expressed. The Issuers shall, and shall cause each the other obligations of the Restricted Subsidiaries to, take, upon request of Company and the Trustee, any and all actions required to cause the Security Documents to create and maintain, as security for the Obligations Guarantors under this Indenture, the Notes, the Security other Collateral Documents and the Registration Rights Agreement, valid and enforceable, perfected (except as expressly provided herein or therein) Liens in and on all the Collateral, in favor of the Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, other than as provided herein and therein; provided, that the Trustee's Lien securing the Collateral may be subordinated pursuant to the terms of the Intercreditor Agreement to a Lien securing Indebtedness outstanding pursuant to Section 4.9(a) hereof, but only to the extent provided in the Intercreditor Agreement. The Issuers shall, and shall cause each of the Restricted Subsidiaries to, use all reasonable efforts to obtain all requisite consents to enable such Issuers or Restricted Subsidiary to provide a Lien on any license (other than any Gaming License), contract or agreement to which such Issuer or Restricted Subsidiary that is an Excluded Asset described in clause (iii) of the definition of "Excluded Assets."the

Collateral Documents. The due and punctual payment of the principal and premium, if any, of, and interest on, the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and interest (to the extent permitted by law), if any, on the Notes and performance of all other Obligations under this Indenture, the Notes, the Security Documents and the Registration Rights AgreementObligations, shall be secured as provided in the Security Documents. The Issuers Company shall, and shall cause each of the its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be necessary or proper, or as may be required by the provisions of the Security Documents, to assure and confirm to the Trustee Collateral Agent the security interest in the Collateral contemplated hereby and by the Security Documents, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein and therein expressed. The Issuers Company shall, and shall cause each of the its Restricted Subsidiaries to, take, upon request of the TrusteeTrustee or the Collateral Agent, any and all actions required to cause the Security Documents to create and maintain, as security for the Obligations under this Indenture, the Notes, the Security Documents and the Registration Rights AgreementObligations, valid and enforceable, perfected (except as expressly provided herein or 63 62 therein) ), Liens in and on all the Collateral, in favor of the TrusteeCollateral Agent, superior to and prior to the rights of all third Persons, and subject to no other Liens, other than as provided herein and therein; provided. Each Holder of a Note, that the Trustee's Lien securing the Collateral may be subordinated pursuant by its acceptance thereof, consents and agrees to the terms of the Security Documents and the Intercreditor Agreement (including, without limitation, the provisions providing for foreclosure and release of Collateral and indemnification of the Collateral Agent) as the same may be in effect or may be amended from time to time in accordance with their terms and authorizes and directs (i) the Collateral Agent, with respect to each of the Security Documents to which it is a Lien securing Indebtedness outstanding pursuant to Section 4.9(a) hereof, but only to the extent provided in party and the Intercreditor Agreement. The Issuers shall, and shall cause each (ii) the Trustee, with respect to the Intercreditor Agreement, to perform their respective obligations and exercise their respective rights thereunder in accordance therewith; provided, however, that upon qualification of this Indenture with the TIA, if any provision of the Restricted Subsidiaries toIntercreditor Agreement limits, use all reasonable efforts to obtain all requisite consents to enable such Issuers qualifies or Restricted Subsidiary to provide a Lien on any license (other than any Gaming License), contract or agreement to which such Issuer or Restricted Subsidiary that is an Excluded Asset described in clause (iii) conflicts with the duties imposed by the provisions of the definition of "Excluded AssetsTIA, the TIA shall control."

Collateral Documents. (a) The due Collateral Documents, upon execution and punctual payment delivery thereof by the parties thereto, will create in favor of the principal and premium, if any, of, and interest on, Agent for the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and interest (to the extent permitted by law), if any, on the Notes and performance of all other Obligations under this Indenture, the Notes, the Security Documents and the Registration Rights Agreement, shall be secured as provided in the Security Documents. The Issuers shall, and shall cause each benefit of the Restricted Subsidiaries toLenders, do or cause to be done all such acts a legal, valid and things as may be necessary or proper, or as may be required by the provisions of the Security Documents, to assure and confirm to the Trustee the enforceable security interest in the Collateral contemplated hereby and Collateral. (b) (i) when UCC financing statements in the appropriate form are filed in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, to the extent perfection can be obtained by filing UCC financing statements, the Security Documents, as from time to time constituted, so as to render the same available Agent (for the security and benefit of this Indenture the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the Notes secured herebyrelevant Loan Parties in the Collateral described therein (including, according to in the intent case of Intellectual Property, all state trademark registrations, common law trademarks and purposes herein and therein expressed. The Issuers shall, and shall cause each any applications for the registration of any of the Restricted Subsidiaries toforegoing, takebut excluding the Collateral described in the following clauses (ii) through (iv)) and, upon request subject to Section 9-315 of the TrusteeUCC, any and all actions required to cause the Security Documents to create and maintainproceeds thereof, as security for the Obligations under this IndentureObligations, the Notes, the Security Documents prior and the Registration Rights Agreement, valid and enforceable, perfected superior in right to any other person (except as expressly provided herein or thereinfor Liens permitted under Section 6.02), (ii) Liens in and on all the case of the Pledged Collateral, when the original stock certificates representing the Pledged Collateral and related transfer powers are delivered to the Agent and UCC financing statements in favor the appropriate form are filed in respect of the Trustee, superior to and prior to applicable Loan Parties in the rights offices of all third Persons, and subject to no other Liens, other than as provided herein and therein; provided, that the Trustee's Lien securing the Collateral may be subordinated pursuant to the terms secretaries of state of those states specified in paragraph 1(a) of the Intercreditor Agreement to a Lien securing Indebtedness outstanding pursuant to Section 4.9(a) hereofPerfection Certificate, but only to the extent provided perfection can be obtained by the deposit of the original stock certificates and related transfer powers and the filing of UCC financing statements, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the relevant Loan Parties in such Pledged Collateral and, subject to Section 9-315 of the UCC, the proceeds thereof, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02), (iii) in the Intercreditor case of any deposit or securities accounts included in the Collateral (which, for the avoidance of doubt, excludes Excluded Accounts), to the extent perfection can be obtained by entering into a Control Agreement. The Issuers shall, when a Control Agreement is entered into with respect to such deposit or securities accounts, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and shall cause each security interest in all right, title and interest of the Restricted Subsidiaries toapplicable Loan Parties in such deposit or securities accounts, use as applicable, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02) and (iv) in the case of United States patent, United States copyright, and United States federal trademark registrations, and applications for the issuance or registration of any of the foregoing upon the recordation of a short-form security agreement in form and substance reasonably satisfactory to the Agent with the United States Patent and Trademark Office, or the United States Copyright Office, as applicable, together with the filing of UCC financing statements (together with any schedules the Agent requests that the Borrower includes to itemize such Intellectual Property included as Collateral) in the appropriate form in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all reasonable efforts right, title and interest of the applicable Loan Parties organized in the United States in such Intellectual Property in which a security interest may be perfected by such filing in the United States, in each case, prior and superior in right to obtain all requisite consents any other Person (except for Liens permitted under Section 6.02 that have priority as a matter of law) (it being understood that subsequent recordings in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, may be necessary to enable such Issuers or Restricted Subsidiary to provide perfect a Lien on any license (other than any Gaming Licensepatents, patent applications, and trademark and copyright registrations and applications for registration acquired, obtained or initiated by, or granted to, the Loan Parties after the date hereof), contract or agreement to which such Issuer or Restricted Subsidiary that is an Excluded Asset described in clause (iii) of the definition of "Excluded Assets."

Collateral Documents. (a) The due and punctual payment of the principal and premium, if any, of, of and interest on, and premium on the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest (to the extent permitted by law), if any, and premium on the Notes and performance of all other Obligations obligations of the Issuers and the Guarantors to the Holders of Notes or the Trustee under this Indenture, Indenture and the Notes, according to the Security Documents and the Registration Rights Agreementterms hereunder or thereunder, shall be are secured as provided in the Security DocumentsCollateral Documents which have been entered into prior to or simultaneously with the execution of this Indenture (including, without limitation, the Collateral Documents listed on Exhibit G hereto). Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral and limitations on exercise of rights and remedies) as the same may be in effect or may be amended from time to time in accordance with the terms of this Indenture and the Collateral Documents and authorizes and directs the Trustee and the Collateral Agent, as applicable, to enter into the Collateral Documents and to perform their respective obligations and exercise their respective rights thereunder in accordance therewith. The Issuers shall, shall deliver or cause to be delivered to the Trustee copies of all documents delivered to the Collateral Agent pursuant to the Collateral Documents and the Issuers shall cause each of the Restricted Subsidiaries to, do or cause to be done all such acts and things as may be necessary or proper, or as may be required by the provisions of the Security Collateral Documents, to assure and confirm to the Trustee the security interest interests in the Collateral contemplated hereby and hereby, by the Security DocumentsCollateral Documents or any part thereof, as from time to time constituted, so as to render the same available (subject to the terms of the Intercreditor Agreement) for the security and benefit of this Indenture and of Indenture, the Notes and the Note Guarantees to the extent secured herebyby the Collateral Documents, according to the intent and purposes herein and therein expressed. The Issuers shall, and shall cause each Subject to the terms of the Restricted Subsidiaries toIntercreditor Agreement, the Issuers shall take, upon request of the Trustee, any and all actions reasonably required to cause the Security Collateral Documents to create and maintain, as security for the Obligations of the Issuers hereunder and of the Guarantors under this Indenturethe Note Guarantees, the Notes, the Security Documents and the Registration Rights Agreement, a valid and enforceable, enforceable perfected (except as expressly provided herein or therein) Liens Lien of the priority required by the Collateral Documents in and on all the Collateral, in favor of the TrusteeCollateral Agent for the benefit of itself, the Trustee and the Holders of Notes, superior to and prior to the rights of all third Persons, and in each case, subject to no other Liens, other than as provided herein Liens permitted under this Indenture and therein; provided, that the Trustee's Lien securing the Collateral may be subordinated pursuant to the terms of the Intercreditor Agreement Agreement. For the avoidance of doubt, the obligations of the Issuers and the Guarantors under this Indenture and the Notes are not secured by any deeds of trust, security agreements, control agreements or any other agreements entered into prior to the date hereof to secure the 2017 Notes, the 7 7/8% 2020 Notes, the 7 3/4% 2020 Notes or the 2020 Notes. (b) Without limiting the generality of the foregoing, each Holder by accepting a Note agrees that any other document or instrument pursuant to which the Issuers or any Affiliate thereof from time to time grants a Lien securing Indebtedness outstanding pursuant to Section 4.9(a) hereof, but only to the extent provided Trustee or the Holders or an agent or representative on their behalf to secure their obligations hereunder (collectively, the “Security Documents”) are “Shared Security Documents,” and that the Trustee is authorized and directed by each Holder to treat and the Trustee and each such Holder agrees that it will treat the same as “Shared Security Documents” under and as defined in the Intercreditor Agreement and subject to the terms thereof for all purposes, including without limitation, for purposes of amending, modifying, varying or waiving any provision thereof, releasing any collateral thereunder, exercising any rights or remedies thereunder, directing the Collateral Agent thereunder to take any action thereunder or with respect thereto, removing the Collateral Agent and for purposes of sharing the proceeds of the collateral thereunder with the other First Lien Secured Parties (as defined in the Intercreditor Agreement). In furtherance of the foregoing, the Trustee shall (and is hereby authorized to) take or instruct the Collateral Agent thereunder to take such actions under the Security Documents or related thereto as requested by the Required Secured Parties (as defined in the Intercreditor Agreement) from time to time, and notwithstanding any provision in this Indenture to the contrary, unless all debt secured by the Security Documents has been Discharged, the Trustee will not release or instruct the Collateral Agent thereunder to release any Collateral unless such release is not prohibited by the Intercreditor Agreement or such Collateral has been released from the Lien securing the obligations owed to all other First Lien Secured Parties. The Holders hereby designate and direct the Trustee to designate, and the Trustee hereby designates Deutsche Bank Trust Company Americas as its collateral agent to act as specified in and under the Intercreditor Agreement, this Indenture, the Security Documents and any other such documents or instruments entered into by Deutsche Bank Trust Company Americas (and its successors) as the collateral agent for the benefit of the Trustee and the Holders. The Issuers shall, and shall cause each of the Restricted Subsidiaries to, use all reasonable efforts Guarantors hereby consent to obtain all requisite consents to enable such Issuers or Restricted Subsidiary to provide a Lien on any license (other than any Gaming License), contract or agreement to which such Issuer or Restricted Subsidiary that is an Excluded Asset described in clause (iii) of the definition of "Excluded Assetsforegoing provisions."

Collateral Documents. The In order to secure the due and punctual payment of the principal and or premium, if any, of, and interest onand Liquidated Damages, if any, on the Notes when and as the same shall be due and payable, whether on an interest payment dateInterest Payment Date, at maturity, on any Asset Sale Offer Payment Date, Excess Loss Proceeds Payment Date or Change of Control Purchase Date, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest (to the extent permitted by law)) interest and Liquidated Damages, if any, on the Notes and the performance of all other Obligations obligations of the Company and the Guarantors to the Holders or the Trustee under this Indenture, the Notes, the Security Documents Guarantees, and any other documents contemplated hereby, as the case may be, the Company, the Guarantors and the Registration Rights AgreementTrustee, shall be secured as provided applicable, have simultaneously with the execution of this Indenture entered into the Collateral Documents to create the security interests and for related matters. The Trustee, the Company and the Guarantors each hereby agree that the Trustee holds its interest in the Security Collateral in trust for its benefit and for the benefit of the Holders pursuant to the terms of the Collateral Documents. The Issuers shallEach of the Company and the Guarantors covenants and agrees that it shall execute, acknowledge and deliver to the Trustee such further assignments, transfers, assurances or other instruments and shall cause each of the Restricted Subsidiaries to, do or cause to be done all such acts and things as may be necessary or proper, or as may be required by the provisions of the Security Documents, proper to assure and confirm to the Trustee the security its interest in the Collateral contemplated hereby and by the Security DocumentsCollateral, or any part thereof, as from time to time constituted, and the right, title and interest in and to the Collateral Documents so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein and therein expressed. The Issuers shall, and shall cause each of the Restricted Subsidiaries to, take, upon request of the Trustee, any and all actions required to cause the Security Documents to create and maintain, as security for the Obligations under this Indenture, the Notes, the Security Documents and the Registration Rights Agreement, valid and enforceable, perfected (except as expressly provided herein or therein) Liens in and on all the Collateral, in favor of the Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, other than as provided herein and therein; provided, that the Trustee's Lien securing the Collateral may be subordinated pursuant to the terms of the Intercreditor Agreement to a Lien securing Indebtedness outstanding pursuant to Section 4.9(a) hereof, but only to the extent provided in the Intercreditor Agreement. The Issuers shall, and shall cause each of the Restricted Subsidiaries to, use all reasonable efforts to obtain all requisite consents to enable such Issuers or Restricted Subsidiary to provide a Lien on any license (other than any Gaming License), contract or agreement to which such Issuer or Restricted Subsidiary that is an Excluded Asset described in clause (iii) of the definition of "Excluded Assets."

Collateral Documents. The due and punctual payment of the principal and premium, if any, of, premium and interest on, on the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of of, premium and interest (to the extent permitted by law), if any, on the Notes and performance of all other Obligations of the Issuers and the Guarantors to the Holders or the Trustee under this Indenture, the Notes, the Security Documents Note Guarantees, the Intercreditor Agreements and the Registration Rights AgreementCollateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Security Collateral Documents, which define the terms of the Liens that secure the Obligations, subject to the terms of the Intercreditor Agreements. The Trustee and the Issuers hereby acknowledge and agree that the Collateral Agent holds the Collateral in trust for the benefit of the Holders and the Trustee and pursuant to the terms of the Collateral Documents and the Intercreditor Agreements. Each Holder, by accepting a Note, consents and agrees to the terms of the Collateral Documents (including the provisions providing for the possession, use, release, foreclosure or other enforcement in relation to the Collateral) and the Intercreditor Agreements as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and the Intercreditor Agreements, and authorizes and directs the Collateral Agent to enter into the Collateral Documents and the Intercreditor Agreements and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers shallshall deliver to the Collateral Agent copies of all documents required to be filed pursuant to the Collateral Documents, and shall cause each of the Restricted Subsidiaries to, will do or cause to be done all such acts and things as may be necessary or proper, or as may be reasonably required by the provisions next sentence of the Security Documentsthis Section 12.1, to assure and confirm to the Trustee Collateral Agent the security interest in the Collateral contemplated hereby and hereby, by the Security DocumentsCollateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein and therein expressed. The Issuers shall, and shall cause each the Subsidiaries of the Restricted Subsidiaries Issuers to, take, upon request of the Trustee, take any and all actions and make all filings (including the filing of UCC financing statements, continuation statements and amendments thereto) required to cause the Security Collateral Documents to create and maintain, as security for the Obligations of the Issuers and the Guarantors to the Noteholder Secured Parties under this Indenture, the Notes, the Security Documents Note Guarantees, the Intercreditor Agreements and the Registration Rights AgreementCollateral Documents, a valid and enforceable, enforceable perfected (except as expressly provided herein or therein) Liens Lien and security interest in and on all the Collateral, in favor of the Trustee, superior to and prior to the rights of all third Persons, and Collateral (subject to no other Liens, other than as provided herein and therein; provided, that the Trustee's Lien securing the Collateral may be subordinated pursuant to the terms of the Intercreditor Agreement to a Lien securing Indebtedness outstanding pursuant to Section 4.9(a) hereofAgreements and the Collateral Documents), but only to the extent provided in the Intercreditor Agreement. The Issuers shall, and shall cause each favor of the Restricted Subsidiaries to, use all reasonable efforts Collateral Agent for the benefit of the Holders and the Trustee subject to obtain all requisite consents to enable such Issuers or Restricted Subsidiary to provide a Lien on any license (no Liens other than any Gaming License), contract or agreement to which such Issuer or Restricted Subsidiary that is an Excluded Asset described in clause (iii) of the definition of "Excluded AssetsPermitted Liens."

Collateral Documents. The Subject to the Liens permitted by the Collateral Documents and the second sentence of Section 13.01 hereof, the due and punctual payment of the principal of and premiuminterest and Liquidated Damages, if any, of, and interest on, on the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Liquidated Damages (to the extent permitted by law), if any, on the Notes and performance of all other Obligations obligations of the Authority to the Holders of Notes or the Trustee under this Indenture, Indenture and the Notes, according to the Security Documents and the Registration Rights Agreementterms hereunder or thereunder, shall be are secured as provided in the Security DocumentsCollateral Documents which the Authority has entered into simultaneously with the execution of this Indenture. Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Trustee to enter into the Collateral Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers shallAuthority will deliver to the Trustee copies of all documents required to be delivered to the Trustee pursuant to the Collateral Documents, and shall cause each of the Restricted Subsidiaries to, will do or cause to be done all such acts and things as may be necessary or proper, or as may be required by the provisions of the Security Collateral Documents, to assure and confirm to the Trustee the security interest in the Collateral contemplated hereby and hereby, by the Security DocumentsCollateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein and therein expressed. The Issuers shall, and shall cause each of the Restricted Subsidiaries to, Authority will take, upon request of the Trustee, any and all actions reasonably required to cause the Security Collateral Documents to create and maintain, as security for the Obligations under this Indentureof the Authority hereunder, the Notes, the Security Documents and the Registration Rights Agreement, a valid and enforceable, enforceable perfected (except as expressly provided herein or therein) Liens first priority Lien in and on all the Collateral, in favor of the TrusteeTrustee for the benefit of the Holders of Notes, superior to and prior to the rights of all third Persons, Persons and subject to no other Liens than Permitted Liens, other than as provided herein and therein; provided, that the Trustee's Lien securing the Collateral may be subordinated pursuant to the terms of the Intercreditor Agreement to a Lien securing Indebtedness outstanding pursuant to Section 4.9(a) hereof, but only to the extent provided in the Intercreditor Agreement. The Issuers shall, and shall cause each of the Restricted Subsidiaries to, use all reasonable efforts to obtain all requisite consents to enable such Issuers or Restricted Subsidiary to provide a Lien on any license (other than any Gaming License), contract or agreement to which such Issuer or Restricted Subsidiary that is an Excluded Asset described in clause (iii) of the definition of "Excluded Assets."

Collateral Documents. The due and punctual payment of the principal and premium, if any, of, and interest on, the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and interest (to the extent permitted by law), if any, on the Notes and performance of all other Obligations under this Indenture, the Notes, the Security Documents and the Registration Rights AgreementObligations, shall be secured as provided in the Security Documents. The Issuers Company shall, and shall cause each of the its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be necessary or proper, or as may be required by the provisions of the Security Documents, to assure and confirm to the Trustee Collateral Agent the security interest in the Collateral contemplated hereby and by the Security Documents, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein and therein expressed. The Issuers Company shall, and shall cause each of the its Restricted Subsidiaries to, take, upon request of the TrusteeTrustee or the Collateral Agent, any and all actions required to cause the Security Documents to create and maintain, as security for the Obligations under this Indenture, the Notes, the Security Documents and the Registration Rights AgreementObligations, valid and enforceable, perfected (except as expressly provided herein or therein) ), Liens in and on all the Collateral, in favor of the TrusteeCollateral Agent, superior to and prior to the rights of all third Persons, and subject to no other Liens, other than as provided herein and therein; provided. Without limiting the foregoing, that the Trustee's Lien securing the Collateral may be subordinated pursuant to the terms of the Intercreditor Agreement to a Lien securing Indebtedness outstanding pursuant to Section 4.9(a) hereof, but only to the extent provided in the Intercreditor Agreement. The Issuers Company shall, and shall cause each of the its Restricted Subsidiaries toto (i) do all things necessary or advisable to obtain the consent of the Gaming Authorities in Nevada to the pledge of, and the negative pledge on, the stock of FRI, FSI and FLVI prior to the Exchange Offer; and (ii) use all reasonable its best efforts to obtain all requisite necessary consents from the respective lessors and others to enable such Issuers or Restricted Subsidiary to provide the grant of a first priority Lien on any license the Company's interest in the Nevada Ground Leases (other than any Gaming License)as defined in the Offering Circular) and to the foreclosure by the Collateral Agent thereon following an Event of Default as promptly as practicable following the Issue Date. If the consents referred to in either clause (i) or (ii) above are received, contract the Company shall, and shall cause the respective Subsidiaries to, take such steps as may be necessary or agreement advisable to which pledge or create a negative pledge on such Issuer or Restricted Subsidiary that is an Excluded Asset described stock as set forth in clause (iii) of the definition of "Excluded Assets."i), or grant such first