Common use of Landlord’s Security Interest in Tenant’s Pledged Property Clause in Contracts

Landlord’s Security Interest in Tenant’s Pledged Property. (a) To secure the performance of Tenant’s obligations under this Lease, including, without limitation, Tenant’s obligation to pay Rent hereunder, Tenant (on behalf of itself and on behalf of all of its Subsidiaries and Affiliates, as applicable), collectively, as debtor, hereby grants to Landlord, as secured party, a first priority security interest in all of Tenant’s (and all of Tenant’s Subsidiaries’ and Affiliates’, as applicable) right, title and interest in and to Tenant’s Pledged Property now owned or in which Tenant (or any of Tenant’s Subsidiaries and Affiliates, as applicable) hereafter acquires an interest or right. This Lease constitutes a security agreement covering all such Tenant’s Pledged Property. The Parties acknowledge that the security interest granted hereunder is subject to the terms and conditions of the Intercreditor Agreement. (b) The security interest granted to Landlord in Tenant’s Pledged Property is subordinate to any security interest granted by Tenant (or any Subsidiary or Affiliate of Tenant) in tangible components of Tenant’s Pledged Property for the purpose of securing purchase money financing with respect thereto (including equipment leases or equipment financing), as long as, (I) with respect to any such purchase money financing entered into from and after the Commencement Date with an initial principal balance in excess of Fifty Million and No/100 Dollars ($50,000,000.00), (a) Tenant provides Landlord (and any Fee Mortgagee of which it is given notice in accordance herewith) with copies of the documentation evidencing such financing or leasing and (b) Tenant shall use commercially reasonable efforts to have the lessor or financier of such purchase money financing agree to give Landlord (and any such Fee Mortgagee) notice of any default by Tenant under the terms of such arrangement and a reasonable time following such notice to cure any such default and to consent to Landlord’s (or any such Fee Mortgagee’s) written assumption of such arrangement upon curing such default, in each case prior to exercising any remedies in respect of such default, (II) the aggregate amount of any purchase money indebtedness in respect of Tenant’s Pledged Property (together with the aggregate amount of any purchase money indebtedness in respect of “Tenant’s Pledged Property” under and as defined in each of the Other Leases) shall not exceed at any time an amount equal to two and one-half percent (2.5%) of the consolidated total assets of CEOC from time to time, and (III) the aggregate amount of any purchase money indebtedness in respect of Tenant’s Pledged Property shall not exceed at any time an amount equal to two and one-half percent (2.5%) of the consolidated total assets of SPE Tenant from time to time. (c) Tenant shall pay all filing fees and record search fees and other reasonable costs for such additional security agreements, financing statements, fixture filings, and other documents as Landlord may reasonably require to perfect or to continue the perfection of Landlord’s security interest in Tenant’s Pledged Property. Landlord shall have the right to collaterally assign such security interest granted to Landlord in Tenant’s Pledged Property to any Fee Mortgagee. (d) Notwithstanding the foregoing or anything herein to the contrary, Landlord may not foreclose upon or exercise remedies against Landlord’s security interest in Tenant’s Pledged Property unless and until both (i) the Landlord’s Enforcement Condition has occurred and (ii) this Lease has either (1) been rejected in bankruptcy (and no Permitted Leasehold Mortgagee is entitled to obtain a New Lease in accordance with Section 17.1(f) hereof) or (2) terminated by Landlord pursuant to Section 16.2(x) hereof; provided, however, that notwithstanding the foregoing or anything otherwise set forth in this Lease Landlord may, (I) at any time take such actions as are available to a secured creditor in any bankruptcy, insolvency or dissolution proceeding, and (II) commence foreclosure proceedings and otherwise take steps in connection with exercising its remedies under this Section 6.3 with respect to Tenant’s Pledged Property after the occurrence and during the continuance of a Tenant Event of Default, so long as (x) Landlord does not consummate such foreclosure and does not complete any such other exercise of remedies which would, or take any other action which would, effect a transfer of ownership, title or possession of Tenant’s Pledged Property prior to termination or rejection of the Lease (and failure of any Permitted Leasehold Mortgagee to obtain a New Lease in accordance with Section 17.1(f) hereof), and (y) during any period that any Permitted Leasehold Mortgagee is entitled to cure a Tenant Event of Default or obtain a New Lease pursuant to and in accordance with Sections 17.1(d), (e) and (f) of this Lease, as the case may be, Landlord does not impair or interfere with the exercise of any rights of Tenant hereunder (including but not limited to cure rights) or any rights of any Permitted Leasehold Mortgagee (including but not limited to cure rights) with respect to Tenant’s Pledged Property as set forth hereunder or in the Intercreditor Agreement. Notwithstanding anything herein to the contrary, the lien and security interest granted to Landlord pursuant to this Lease in the Tenant’s Pledged Property and the exercise of any right or remedy by Landlord hereunder against the Tenant’s Pledged Property are subject to the provisions of the Intercreditor Agreement. Subject to the restriction effected by clause (x) above, in the event of any conflict between the terms of the Intercreditor Agreement and this Lease, the terms of the Intercreditor Agreement shall govern and control. (e) Any Tenant’s Pledged Property that is sold, transferred, conveyed or otherwise disposed of in accordance with Section 6.2 shall be automatically released from the security interest granted to Landlord in Tenant’s Pledged Property and Landlord shall, at Tenant’s request, execute such documents and instruments to evidence such release. Landlord acknowledges that a Permitted Leasehold Mortgagee may have a subordinate lien on Tenant’s Pledged Property, provided that such lien in favor of a Permitted Leasehold Mortgagee is subject and subordinate to the first-priority lien thereon in favor of Landlord on the terms and conditions set forth in the Intercreditor Agreement. (f) Tenant and each of Tenant’s Subsidiaries and Affiliates that have granted to Landlord a security interest as described herein acknowledges that this Agreement is being entered into and approved in connection with Tenant’s pending chapter 11 bankruptcy case and agrees that, in the event Tenant or any such Tenant Subsidiary or Affiliates files or has filed against it another case under Title 11 of the U.S. Code, Landlord shall thereupon be entitled immediately to relief from the automatic stay of Section 362 and from any other stay or restriction on Landlord’s ability to exercise the rights and remedies available to Landlord as a secured creditor with respect to Tenant’s Pledged Property, and Tenant and each such Tenant Subsidiary and Affiliate hereby waives the benefits of such automatic stay or restriction and consents and agrees to raise no objection to such relief sought by Landlord. (g) Tenant (and Tenant’s Subsidiaries and Affiliates, as applicable) shall promptly execute such other separate security agreements consistent with the terms of this Section 6.3 with respect to Tenant’s Pledged Property as Landlord may reasonably request from time to time to evidence such security interest in Tenant’s Pledged Property created by this Section 6.3.

Landlord’s Security Interest in Tenant’s Pledged Property. (a) To secure the performance of Tenant’s obligations under this Lease, including, without limitation, Tenant’s obligation to pay Rent hereunder, Tenant (on behalf of itself and on behalf of all of its Subsidiaries and Affiliates, as applicable), collectively, as debtor, hereby grants to Landlord, as secured party, a first priority security interest in all of Tenant’s (and all of Tenant’s Subsidiaries’ and Affiliates’, as applicable) right, title and interest in and to Tenant’s Pledged Property now owned or in which Tenant (or any of Tenant’s Subsidiaries and Affiliates, as applicable) hereafter acquires an interest or right. This Lease constitutes a security agreement covering all such Tenant’s Pledged Property. The Parties acknowledge that the security interest granted hereunder is subject to the terms and conditions of the Intercreditor Agreement. (b) The security interest granted to Landlord in Tenant’s Pledged Property is subordinate to any security interest granted by Tenant (or any Subsidiary or Affiliate of Tenant) in tangible components of Tenant’s Pledged Property for the purpose of securing purchase money financing with respect thereto (including equipment leases or equipment financing), as long as, (I) with respect to any such purchase money financing entered into from and after the Commencement Date with an initial principal balance in excess of Fifty Million and No/100 Dollars ($50,000,000.00), (a) Tenant provides Landlord (and any Fee Mortgagee of which it is given notice in accordance herewith) with copies of the documentation evidencing such financing or leasing and (b) Tenant shall use commercially reasonable efforts to have the lessor or financier of such purchase money financing agree to give Landlord (and any such Fee Mortgagee) notice of any default by Tenant under the terms of such arrangement and a reasonable time following such notice to cure any such default and to consent to Landlord’s (or any such Fee Mortgagee’s) written assumption of such arrangement upon curing such default, in each case prior to exercising any remedies in respect of such default, default and (II) the aggregate amount of any purchase money indebtedness in respect of Tenant’s Pledged Property (together with the aggregate amount of any purchase money indebtedness in respect of “Tenant’s Pledged Property” under and as defined in each of the Other Leases) shall not exceed at any time an amount equal to two and one-half percent (2.5%) of the consolidated total assets of CEOC from time to time, and (III) the aggregate amount of any purchase money indebtedness in respect of Tenant’s Pledged Property shall not exceed at any time an amount equal to two and one-half percent (2.5%) of the consolidated total assets of SPE Tenant from time to time. (c) Tenant shall pay all filing fees and record search fees and other reasonable costs for such additional security agreements, financing statements, fixture filings, and other documents as Landlord may reasonably require to perfect or to continue the perfection of Landlord’s security interest in Tenant’s Pledged Property. Landlord shall have the right to collaterally assign such security interest granted to Landlord in Tenant’s Pledged Property to any Fee Mortgagee. (d) Notwithstanding the foregoing or anything herein to the contrary, Landlord may not foreclose upon or exercise remedies against Landlord’s security interest in Tenant’s Pledged Property unless and until both (i) the Landlord’s Enforcement Condition has occurred and (ii) this Lease has either (1) been rejected in bankruptcy (and no Permitted Leasehold Mortgagee is entitled to obtain a New Lease in accordance with Section 17.1(f) hereof) or (2) terminated by Landlord pursuant to Section 16.2(x) hereof; provided, however, that notwithstanding the foregoing or anything otherwise set forth in this Lease Landlord may, (I) at any time take such actions as are available to a secured creditor in any bankruptcy, insolvency or dissolution proceeding, and (II) commence foreclosure proceedings and otherwise take steps in connection with exercising its remedies under this Section 6.3 with respect to Tenant’s Pledged Property after the occurrence and during the continuance of a Tenant Event of Default, so long as (x) Landlord does not consummate such foreclosure and does not complete any such other exercise of remedies which would, or take any other action which would, effect a transfer of ownership, title or possession of Tenant’s Pledged Property prior to termination or rejection of the Lease (and failure of any Permitted Leasehold Mortgagee to obtain a New Lease in accordance with Section 17.1(f) hereof), and (y) during any period that any Permitted Leasehold Mortgagee is entitled to cure a Tenant Event of Default or obtain a New Lease pursuant to and in accordance with Sections 17.1(d), (e) and (f) of this Lease, as the case may be, Landlord does not impair or interfere with the exercise of any rights of Tenant hereunder (including but not limited to cure rights) or any rights of any Permitted Leasehold Mortgagee (including but not limited to cure rights) with respect to Tenant’s Pledged Property as set forth hereunder or in the Intercreditor Agreement. Notwithstanding anything herein to the contrary, the lien and security interest granted to Landlord pursuant to this Lease in the Tenant’s Pledged Property and the exercise of any right or remedy by Landlord hereunder against the Tenant’s Pledged Property are subject to the provisions of the Intercreditor Agreement. Subject to the restriction effected by clause (x) above, in the event of any conflict between the terms of the Intercreditor Agreement and this Lease, the terms of the Intercreditor Agreement shall govern and control. (e) Any Tenant’s Pledged Property that is sold, transferred, conveyed or otherwise disposed of in accordance with Section 6.2 shall be automatically released from the security interest granted to Landlord in Tenant’s Pledged Property and Landlord shall, at Tenant’s request, execute such documents and instruments to evidence such release. Landlord acknowledges that a Permitted Leasehold Mortgagee may have a subordinate lien on Tenant’s Pledged Property, provided that such lien in favor of a Permitted Leasehold Mortgagee is subject and subordinate to the first-priority lien thereon in favor of Landlord on the terms and conditions set forth in the Intercreditor Agreement. (f) Tenant and each of Tenant’s Subsidiaries and Affiliates that have granted to Landlord a security interest as described herein acknowledges that this Agreement is being entered into and approved in connection with Tenant’s pending chapter 11 bankruptcy case and agrees that, in the event Tenant or any such Tenant Subsidiary or Affiliates files or has filed against it another case under Title 11 of the U.S. Code, Landlord shall thereupon be entitled immediately to relief from the automatic stay of Section 362 and from any other stay or restriction on Landlord’s ability to exercise the rights and remedies available to Landlord as a secured creditor with respect to Tenant’s Pledged Property, and Tenant and each such Tenant Subsidiary and Affiliate hereby waives the benefits of such automatic stay or restriction and consents and agrees to raise no objection to such relief sought by Landlord. (g) Tenant (and Tenant’s Subsidiaries and Affiliates, as applicable) shall promptly execute such other separate security agreements consistent with the terms of this Section 6.3 with respect to Tenant’s Pledged Property as Landlord may reasonably request from time to time to evidence such security interest in Tenant’s Pledged Property created by this Section 6.3.

Landlord’s Security Interest in Tenant’s Pledged Property. (a) Tenant represents and warrants that as of the Effective Date, substantially all of Tenant’s Pledged Property (except Tenant’s Pledged Property used in providing shared services and/or Tenant’s Pledged Property owned by an Affiliate not wholly-owned by Tenant) that is primarily related to the Leased Property and reasonably necessary to operate the Leased Property in accordance with the Operating Standard is owned by Tenant or its Subsidiaries. Following the Effective Date, Tenant shall use commercially reasonable efforts to cause to be transferred to Tenant any Tenant’s Pledged Property that is not owned by Tenant or its Subsidiaries as of the Effective Date but is primarily related to the Leased Property and reasonably necessary to operate the Leased Property in accordance with the Operating Standard on a Non-Discriminatory basis consistent with Tenant’s and Tenant’s Affiliate’s past practice with respect to their other Gaming Facilities as soon as reasonably practical, but in no event later than one (1) year after the Effective Date. (b) Tenant covenants and agrees that any replacements, substitutions and additions of FF&E and all personal property (including all Gaming Equipment), licenses, permits, subleases, concessions, and contracts, in each case, to be located at the Leased Property and primarily used or held for use in connection with the operation of the business conducted by Tenant on or about the Leased Property as then being operated (excluding property used in providing shared services to other assets of Affiliates of Tenant’s Parent on a Non-Discriminatory basis and specifically excluding any Intellectual Property) shall be acquired by and owned by Tenant (and not by any other Affiliate of Tenant) and all such items shall be included in Tenant’s Pledged Property (except, for the avoidance of doubt, to the extent excluded in the definition of Tenant’s Pledged Property). (c) To secure the performance of Tenant’s obligations under this Lease, including, without limitation, Tenant’s obligation to pay Rent hereunder, Tenant (on behalf of itself and on behalf of all of its Subsidiaries and Affiliates, as applicable), collectivelyTenant, as debtor, hereby grants grant to Landlord, as secured party, a first priority security interest in all of Tenant’s (and all of Tenant’s Subsidiaries’ and Affiliates’, as applicable) right, title and interest in and to Tenant’s Pledged Property now owned or in which Tenant (or any of Tenant’s Subsidiaries and Affiliates, as applicable) hereafter acquires an interest or right. This Lease constitutes a security agreement covering all such Tenant’s Pledged Property. Tenant shall grant no other security interest in Tenant’s Pledged Property except pursuant to a Permitted Leasehold Mortgage. The Parties parties acknowledge that the any security interest granted hereunder is pursuant to a Permitted Leasehold Mortgage shall be a subordinate lien and subject to the terms and conditions of the any Intercreditor Agreement. (b) The security interest granted to Landlord in Tenant’s Pledged Property is subordinate to any security interest granted by Tenant (or any Subsidiary or Affiliate of Tenant) in tangible components of Tenant’s Pledged Property for the purpose of securing purchase money financing with respect thereto (including equipment leases or equipment financing), as long as, (I) with respect to any such purchase money financing entered into from and after the Commencement Date with an initial principal balance in excess of Fifty Million and No/100 Dollars ($50,000,000.00), (a) Tenant provides Landlord (and any Fee Mortgagee of which it is given notice in accordance herewith) with copies of the documentation evidencing such financing or leasing and (b) Tenant shall use commercially reasonable efforts to have the lessor or financier of such purchase money financing agree to give Landlord (and any such Fee Mortgagee) notice of any default by Tenant under the terms of such arrangement and a reasonable time following such notice to cure any such default and to consent to Landlord’s (or any such Fee Mortgagee’s) written assumption of such arrangement upon curing such default, in each case prior to exercising any remedies in respect of such default, (II) the aggregate amount of any purchase money indebtedness in respect of Tenant’s Pledged Property (together with the aggregate amount of any purchase money indebtedness in respect of “Tenant’s Pledged Property” under and as defined in each of the Other Leases) shall not exceed at any time an amount equal to two and one-half percent (2.5%) of the consolidated total assets of CEOC from time to time, and (III) the aggregate amount of any purchase money indebtedness in respect of Tenant’s Pledged Property shall not exceed at any time an amount equal to two and one-half percent (2.5%) of the consolidated total assets of SPE Tenant from time to time. (cd) Tenant shall pay all filing fees and record search fees and other reasonable costs for such additional security agreements, financing statements, fixture filings, and other documents as Landlord may reasonably require to perfect or to continue the perfection of Landlord’s security interest in Tenant’s Pledged Property. Landlord shall have the right to collaterally assign such security interest granted to Landlord in Tenant’s Pledged Property to any Fee Mortgagee. (d) Notwithstanding the foregoing or anything herein to the contrary, Landlord may not foreclose upon or exercise remedies against Landlord’s security interest in Tenant’s Pledged Property unless and until both (i) the Landlord’s Enforcement Condition has occurred and (ii) this Lease has either (1) been rejected in bankruptcy (and no Permitted Leasehold Mortgagee is entitled to obtain a New Lease in accordance with Section 17.1(f) hereof) or (2) terminated by Landlord pursuant to Section 16.2(x) hereof; provided, however, that notwithstanding the foregoing or anything otherwise set forth in this Lease Landlord may, (I) at any time take such actions as are available to a secured creditor in any bankruptcy, insolvency or dissolution proceeding, and (II) commence foreclosure proceedings and otherwise take steps in connection with exercising its remedies under this Section 6.3 with respect to Tenant’s Pledged Property after the occurrence and during the continuance of a Tenant Event of Default, so long as (x) Landlord does not consummate such foreclosure and does not complete any such other exercise of remedies which would, or take any other action which would, effect a transfer of ownership, title or possession of Tenant’s Pledged Property prior to termination or rejection of the Lease (and failure of any Permitted Leasehold Mortgagee to obtain a New Lease in accordance with Section 17.1(f) hereof), and (y) during any period that any Permitted Leasehold Mortgagee is entitled to cure a Tenant Event of Default or obtain a New Lease pursuant to and in accordance with Sections 17.1(d), (e) and (f) of this Lease, as the case may be, Landlord does not impair or interfere with the exercise of any rights of Tenant hereunder (including but not limited to cure rights) or any rights of any Permitted Leasehold Mortgagee (including but not limited to cure rights) with respect to Tenant’s Pledged Property as set forth hereunder or in the Intercreditor Agreement. Notwithstanding anything herein to the contrary, the lien and security interest granted to Landlord pursuant to this Lease in the Tenant’s Pledged Property and the exercise of any right or remedy by Landlord hereunder against the Tenant’s Pledged Property are subject to the provisions of any Intercreditor Agreement and Tenant’s right to operate the Intercreditor AgreementProperty in the ordinary course of business consistent with the Operating Standard. Subject to the restriction effected by clause (x) above, in In the event of any conflict between the terms of the Intercreditor Agreement and this Lease, the terms of the Intercreditor Agreement shall govern and control. (ef) Any Tenant’s Pledged Property that is sold, transferred, conveyed or otherwise disposed of in accordance with Section 6.2 or Section 6.3 or in a manner not otherwise prohibited by this Lease shall be automatically released from the security interest granted to Landlord in Tenant’s Pledged Property and Landlord shall, at Tenant’s request, execute such documents and instruments to evidence evidence, acknowledge and/or confirm such release. Landlord acknowledges that a Permitted Leasehold Mortgagee may have a subordinate lien on Tenant’s Pledged Property, provided that such lien in favor of a Permitted Leasehold Mortgagee is subject and subordinate to the first-priority lien thereon in favor of Landlord on the terms and conditions set forth in the any Intercreditor Agreement. (fg) Tenant and each of Tenant’s Subsidiaries and Affiliates that have The security interest granted to Landlord in Tenant’s Pledged Property shall not apply to any Tenant’s Pledged Property which is subject to a bona fide purchase money financing with respect thereto (including equipment leases or equipment financing) permitted pursuant to Section 11.1(a). Any funds spent by Tenant from purchase money financing (including equipment leases or equipment financing) permitted pursuant to Section 11.1(a), which is superior to the security interest as described herein acknowledges that this Agreement is being entered into and approved in connection with Tenant’s pending chapter 11 bankruptcy case and agrees that, in the event Tenant or any such Tenant Subsidiary or Affiliates files or has filed against it another case under Title 11 of the U.S. Code, Landlord shall thereupon be entitled immediately to relief from the automatic stay of Section 362 and from any other stay or restriction on Landlord’s ability to exercise the rights and remedies available granted to Landlord as a secured creditor with respect to in Tenant’s Pledged Property, and Tenant and each such Tenant Subsidiary and Affiliate hereby waives shall not be applied toward the benefits of such automatic stay or restriction and consents and agrees to raise no objection to such relief sought by Landlordminimum Required CapEx set forth in Section 9.1(e). (gh) Tenant Notwithstanding the foregoing or anything herein to the contrary, Landlord shall have no right to foreclose upon (and Tenantor commence any foreclosure proceedings) or exercise any remedies against or in respect of Landlord’s Subsidiaries and Affiliates, as applicable) shall promptly execute such other separate security agreements consistent with the terms of this Section 6.3 with respect to Tenant’s Pledged Property as Landlord may reasonably request from time to time to evidence such security interest in Tenant’s Pledged Property created by at any time prior to the effective date of termination of this Lease pursuant to Section 6.316.2(a)(i).

Landlord’s Security Interest in Tenant’s Pledged Property. (a) Tenant represents and warrants that as of the date hereof, substantially all of Tenant’s Pledged Property (except Xxxxxx’s Pledged Property used in providing shared services and/or Tenant’s Pledged Property owned by an Affiliate not wholly-owned by Tenant) that is primarily related to the Leased Property and reasonably necessary to operate the Leased Property in accordance with the Operating Standard is owned by Tenant or any Operating Subtenant. Following the date hereof, Tenant shall use commercially reasonable efforts to cause to be transferred to Tenant or any Operating Subtenant any Tenant’s Pledged Property that is not owned by Tenant or any Operating Subtenant as of the date hereof but is primarily related to the Leased Property and reasonably necessary to operate the Leased Property in accordance with the Operating Standard on a Non-Discriminatory basis consistent with past practice as soon as reasonably practical, but in no event later than one (1) year after the date hereof. (b) Tenant covenants and agrees that any replacements, substitutions and additions of FF&E and all personal property (including all Gaming Equipment), licenses, permits, subleases, concessions, and contracts, in each case, to be located at the Leased Property and primarily used or held for use in connection with the operation of the business conducted by Tenant or any Operating Subtenant on or about the Leased Property as then being operated (excluding property used in providing shared services to other assets of Affiliates of Tenant’s Parent on a Non-Discriminatory basis and specifically excluding any Intellectual Property) shall be acquired by and owned by Tenant or any Operating Subtenant (and not by any other Affiliate of Tenant) and all such items shall be included in Tenant’s Pledged Property (except, for the avoidance of doubt, to the extent excluded in the definition of Tenant’s Pledged Property). (c) To secure the performance of Tenant’s obligations under this Lease, including, without limitation, TenantXxxxxx’s obligation to pay Rent hereunder, Tenant (on behalf of itself and on behalf of all of its Subsidiaries and AffiliatesOperating Subtenant, as applicable), collectively, each as debtor, hereby grants grant to Landlord, as secured party, a first priority security interest in all of Tenant’s (and all of TenantOperating Subtenant’s Subsidiaries’ and Affiliates’, as applicable) right, title and interest in and to Tenant’s Pledged Property now owned or in which Tenant (or any of Tenant’s Subsidiaries and Affiliates, as applicable) Operating Subtenant hereafter acquires an interest or right. This Lease constitutes a security agreement covering all such Tenant’s Pledged Property. Tenant and Operating Subtenant shall grant no other security interest in Xxxxxx’s Pledged Property except pursuant to a Permitted Leasehold Mortgage. The Parties acknowledge that the any security interest granted hereunder is pursuant to a Permitted Leasehold Mortgage shall be a subordinate lien and subject to the terms and conditions of the any Intercreditor Agreement. (b) The security interest granted to Landlord in Tenant’s Pledged Property is subordinate to any security interest granted by Tenant (or any Subsidiary or Affiliate of Tenant) in tangible components of Tenant’s Pledged Property for the purpose of securing purchase money financing with respect thereto (including equipment leases or equipment financing), as long as, (I) with respect to any such purchase money financing entered into from and after the Commencement Date with an initial principal balance in excess of Fifty Million and No/100 Dollars ($50,000,000.00), (a) Tenant provides Landlord (and any Fee Mortgagee of which it is given notice in accordance herewith) with copies of the documentation evidencing such financing or leasing and (b) Tenant shall use commercially reasonable efforts to have the lessor or financier of such purchase money financing agree to give Landlord (and any such Fee Mortgagee) notice of any default by Tenant under the terms of such arrangement and a reasonable time following such notice to cure any such default and to consent to Landlord’s (or any such Fee Mortgagee’s) written assumption of such arrangement upon curing such default, in each case prior to exercising any remedies in respect of such default, (II) the aggregate amount of any purchase money indebtedness in respect of Tenant’s Pledged Property (together with the aggregate amount of any purchase money indebtedness in respect of “Tenant’s Pledged Property” under and as defined in each of the Other Leases) shall not exceed at any time an amount equal to two and one-half percent (2.5%) of the consolidated total assets of CEOC from time to time, and (III) the aggregate amount of any purchase money indebtedness in respect of Tenant’s Pledged Property shall not exceed at any time an amount equal to two and one-half percent (2.5%) of the consolidated total assets of SPE Tenant from time to time. (cd) Tenant shall pay all filing fees and record search fees and other reasonable costs for such additional security agreements, financing statements, fixture filings, and other documents as Landlord may reasonably require to perfect or to continue the perfection of Landlord’s security interest in TenantXxxxxx’s Pledged Property. Landlord shall have the right to collaterally assign such security interest granted to Landlord in Tenant’s Pledged Property to any Fee Mortgagee. (d) Notwithstanding the foregoing or anything herein to the contrary, Landlord may not foreclose upon or exercise remedies against Landlord’s security interest in Tenant’s Pledged Property unless and until both (i) the Landlord’s Enforcement Condition has occurred and (ii) this Lease has either (1) been rejected in bankruptcy (and no Permitted Leasehold Mortgagee is entitled to obtain a New Lease in accordance with Section 17.1(f) hereof) or (2) terminated by Landlord pursuant to Section 16.2(x) hereof; provided, however, that notwithstanding the foregoing or anything otherwise set forth in this Lease Landlord may, (I) at any time take such actions as are available to a secured creditor in any bankruptcy, insolvency or dissolution proceeding, and (II) commence foreclosure proceedings and otherwise take steps in connection with exercising its remedies under this Section 6.3 with respect to Tenant’s Pledged Property after the occurrence and during the continuance of a Tenant Event of Default, so long as (x) Landlord does not consummate such foreclosure and does not complete any such other exercise of remedies which would, or take any other action which would, effect a transfer of ownership, title or possession of Tenant’s Pledged Property prior to termination or rejection of the Lease (and failure of any Permitted Leasehold Mortgagee to obtain a New Lease in accordance with Section 17.1(f) hereof), and (y) during any period that any Permitted Leasehold Mortgagee is entitled to cure a Tenant Event of Default or obtain a New Lease pursuant to and in accordance with Sections 17.1(d), (e) and (f) of this Lease, as the case may be, Landlord does not impair or interfere with the exercise of any rights of Tenant hereunder (including but not limited to cure rights) or any rights of any Permitted Leasehold Mortgagee (including but not limited to cure rights) with respect to Tenant’s Pledged Property as set forth hereunder or in the Intercreditor Agreement. Notwithstanding anything herein to the contrary, the lien and security interest granted to Landlord pursuant to this Lease in the Tenant’s Pledged Property and the exercise of any right or remedy by Landlord hereunder against the Tenant’s Pledged Property are subject to the provisions of any Intercreditor Agreement and Xxxxxx’s right to operate the Intercreditor AgreementProperty in the ordinary course of business consistent with the Operating Standard. Subject to the restriction effected by clause (x) above, in In the event of any conflict between the terms of the Intercreditor Agreement and this Lease, the terms of the Intercreditor Agreement shall govern and control. (ef) Any Tenant’s Pledged Property that is sold, transferred, conveyed or otherwise disposed of in accordance with Section 6.2 or Section 6.3 or in a manner not otherwise prohibited by this Lease shall be automatically released from the security interest granted to Landlord in Tenant’s Pledged Property and Landlord shall, at TenantXxxxxx’s request, execute such documents and instruments to evidence evidence, acknowledge and/or confirm such release. Landlord acknowledges that a Permitted Leasehold Mortgagee may have a subordinate lien on Tenant’s Pledged Property, provided that such lien in favor of a Permitted Leasehold Mortgagee is subject and subordinate to the first-priority lien thereon in favor of Landlord on the terms and conditions set forth in the any Intercreditor Agreement. (fg) Tenant and each of Tenant’s Subsidiaries and Affiliates that have The security interest granted to Landlord in Tenant’s Pledged Property shall not apply to any Tenant’s Pledged Property which is subject to a bona fide purchase money financing with respect thereto (including equipment leases or equipment financing) permitted pursuant to Section 11.1(a)(i). Any funds spent by Tenant from purchase money financing (including equipment leases or equipment financing) permitted pursuant to Section 11.1(a)(i), which is superior to the security interest as described herein acknowledges that this Agreement is being entered into and approved in connection with Tenant’s pending chapter 11 bankruptcy case and agrees that, in the event Tenant or any such Tenant Subsidiary or Affiliates files or has filed against it another case under Title 11 of the U.S. Code, Landlord shall thereupon be entitled immediately to relief from the automatic stay of Section 362 and from any other stay or restriction on Landlord’s ability to exercise the rights and remedies available granted to Landlord as a secured creditor with respect to in Tenant’s Pledged Property, and Tenant and each such Tenant Subsidiary and Affiliate hereby waives shall not be applied toward the benefits of such automatic stay or restriction and consents and agrees to raise no objection to such relief sought by Landlordminimum Required CapEx set forth in Section 9.1(e). (gh) Tenant Notwithstanding the foregoing or anything herein to the contrary, Landlord shall have no right to foreclose upon (and Tenantor commence any foreclosure proceedings) or exercise any remedies against or in respect of Landlord’s Subsidiaries and Affiliates, as applicable) shall promptly execute such other separate security agreements consistent with the terms of this Section 6.3 with respect to Tenantinterest in Xxxxxx’s Pledged Property as Landlord may reasonably request from at any time prior to time the effective date of termination of this Lease pursuant to evidence such security interest in Tenant’s Pledged Property created by this Section 6.316.2(a)(i).