Common use of Security Documents Clause in Contracts

Security Documents. (a) The Collateral Agreement and the Holdings Guarantee and Pledge Agreement are effective to create in favor of the Collateral Agent (for the benefit of the Secured Parties), in each case, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. As of the Closing Date, in the case of the Pledged Collateral described in the Collateral Agreement and the Holdings Guarantee and Pledge Agreement, when certificates or promissory notes, as applicable, representing such Pledged Collateral and required to be delivered under the applicable Security Document are delivered to the Collateral Agent, and in the case of the other Collateral described in the Collateral Agreement (other than the Intellectual Property), when financing statements and other filings specified in the Perfection Certificate are filed in the offices specified in the Perfection Certificate, the Collateral Agent (for the benefit of the Secured Parties) shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and, subject to Section 9-315 of the New York Uniform Commercial Code, the proceeds thereof, as security for the Obligations to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, in each case prior and superior in right to the Lien of any other person (except (x) Liens having priority by operation of law and (y) in the case of Collateral other than certificated securities and instruments of which the Collateral Agent has possession, Permitted Liens). (b) When the Collateral Agreement or an ancillary document thereunder is properly filed and recorded in the United States Patent and Trademark Office and the United States Copyright Office, and, with respect to Collateral in which a security interest cannot be perfected by such filings, upon the proper filing of the financing statements referred to in clause (a) above, the Collateral Agent (for the benefit of the Secured Parties) shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties thereunder in the United States Intellectual Property included in the Collateral (but, in the case of the United States registered copyrights included in the Collateral, only to the extent such United States registered copyrights are listed in such ancillary document filed with the United States Copyright Office) listed in such ancillary document, in each case prior and superior in right to the Lien of any other person, except for Permitted Liens (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks and patents, trademark and patent applications and registered copyrights acquired by the Loan Parties after the Closing Date). (c) The Mortgages, if any, executed and delivered on the Closing Date are, and the Mortgages executed and delivered after the Closing Date pursuant to Section 5.10 shall be, effective to create in favor of the Collateral Agent (for the benefit of the Secured Parties) legal, valid and enforceable Liens on all of the Loan Parties’ rights, titles and interests in and to the Mortgaged Property thereunder and the proceeds thereof, and when such Mortgages are filed or recorded in the proper real estate filing or recording offices, and all relevant mortgage taxes and recording charges are duly paid, the Collateral Agent (for the benefit of the Secured Parties) shall have valid Liens with record notice to third parties on, and security interests in, all rights, titles and interests of the Loan Parties in such Mortgaged Property and, to the extent applicable, subject to Section 9-315 of the Uniform Commercial Code, the proceeds thereof, in each case prior and superior in right to the Lien of any other person, except for Permitted Liens. (d) Notwithstanding anything herein (including this Section 3.17) or in any other Loan Document to the contrary, (i) each of the parties hereto acknowledges and agrees that licensing by the Gaming Authorities may be required to enforce and/or exercise or foreclose upon certain security interests and such enforcement and/or exercise or foreclosure may be otherwise limited by the Gaming Laws and (ii) neither the Borrower nor any other Loan Party makes any representation or warranty as to the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary, or as to the rights and remedies of the Agents or any Lender with respect thereto, under foreign law.

Security Documents. (a1) The Collateral Agreement and the Holdings Guarantee and Pledge Agreement are effective to create in favor of the Collateral Agent (for the benefit of the Secured Parties)Except as otherwise contemplated hereunder or under any other Loan Documents, in each case, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. As of the Closing Date, in the case of the Pledged Collateral described in the Collateral Agreement and the Holdings Guarantee and Pledge Agreement, when certificates or promissory notes, as applicable, representing such Pledged Collateral and required to be delivered under the applicable Security Document are delivered to the Collateral Agent, and in the case of the other Collateral described in the Collateral Agreement (other than the Intellectual Property), when financing statements and other filings specified in the Perfection Certificate are filed in the offices specified in the Perfection Certificate, the Collateral Agent (for the benefit of the Secured Parties) shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and, subject to Section 9-315 of the New York Uniform Commercial Code, the proceeds thereof, as security for the Obligations to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, in each case prior and superior in right to the Lien of any other person (except (x) Liens having priority by operation of law and (y) in the case of Collateral other than certificated securities and instruments of which the Collateral Agent has possession, Permitted Liens). (b) When the Collateral Agreement or an ancillary document thereunder is properly filed and recorded in the United States Patent and Trademark Office and the United States Copyright Office, and, with respect to Collateral in which a security interest cannot be perfected by such filings, upon the proper filing of the financing statements referred to in clause (a) above, the Collateral Agent (for the benefit of the Secured Parties) shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties thereunder in the United States Intellectual Property included in the Collateral (but, in the case of the United States registered copyrights included in the Collateral, only to the extent such United States registered copyrights are listed in such ancillary document filed with the United States Copyright Office) listed in such ancillary document, in each case prior and superior in right to the Lien of any other person, except for Permitted Liens (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks and patents, trademark and patent applications and registered copyrights acquired by the Loan Parties after the Closing Date). (c) The Mortgages, if any, executed and delivered on the Closing Date are, and the Mortgages executed and delivered after the Closing Date pursuant to Section 5.10 shall be, effective to create in favor of the Collateral Agent (for the benefit of the Secured Parties) legallegal and valid Liens on the Collateral described therein; and when financing statements in appropriate form are filed in the offices specified on Schedule III to the Collateral Agreement, valid a short form grant of security interest in Intellectual Property Rights (in substantially the form of Exhibit II to the Collateral Agreement (for trademarks), Exhibit III to the Collateral Agreement (for patents) or Exhibit IV to the Collateral Agreement (for copyrights)) is properly filed in the United States Patent and enforceable Trademark Office or the United States Copyright Office, as applicable, and the Pledged Collateral described in the Collateral Agreement is delivered to the Collateral Agent, the Liens on the Collateral granted pursuant to the Collateral Agreement will constitute fully perfected Liens on all right, title and interest of the Loan Parties’ rights, titles and interests grantors in such Collateral in which (and to the Mortgaged Property thereunder and the proceeds thereof, and when such Mortgages are filed or recorded in the proper real estate filing or recording offices, and all relevant mortgage taxes and recording charges are duly paid, the Collateral Agent (for the benefit of the Secured Partiesextent) shall have valid Liens with record notice to third parties on, and a security interests in, all rights, titles and interests of the Loan Parties in such Mortgaged Property and, to the extent applicable, subject to Section 9-315 interest can be perfected under Article 9 of the Uniform Commercial Code, the proceeds thereof, in each case prior to and superior in right to of the Lien of any other person, except for Person (subject to Permitted Liens). (d2) Notwithstanding anything herein (including this Section 3.173.14) or in any other Loan Document to the contrary, (i) each of the parties hereto acknowledges and agrees that licensing by the Gaming Authorities may be required to enforce and/or exercise or foreclose upon certain security interests and such enforcement and/or exercise or foreclosure may be otherwise limited by the Gaming Laws and (ii) neither the Borrower nor any other Loan Party makes any representation or warranty (a) as to the effects of perfection or non-perfection, the priority or enforceability of any pledge of or security interest in any Excluded Assets or (b) as to the effects of perfection or non-perfection, the priority or enforceability of any pledge of or security interest in any Equity Interests of any Foreign Non-U.S. Subsidiary, or as to the rights and remedies of the Agents or any Lender with respect thereto, under foreign law.

Security Documents. (a) The Each of the Collateral Agreement and the Holdings Guarantee and Pledge Agreement are is effective to create in favor of the Collateral Agent (for the benefit of the Secured Parties), in each case, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. As of the Closing Date, in the case of the Pledged Collateral described in the Collateral Agreement and the Holdings Guarantee and Pledge Agreement, when certificates or promissory notes, as applicable, representing such Pledged Collateral and required to be delivered under the applicable Security Document are delivered to the Collateral Agent, and in the case of the other Collateral described in the Collateral Agreement (other than the Intellectual Property), when financing statements and other filings specified in the Perfection Certificate are filed in the offices specified in the Perfection Certificate, the Collateral Agent (for the benefit of the Secured Parties) shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and, subject to Section 9-315 of the New York Uniform Commercial Code, the proceeds thereof, as security for the Obligations to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, in each case prior and superior in right to the Lien of any other person (except (x) Liens having priority by operation of law and (y) in the case of Collateral other than certificated securities and instruments of which the Collateral Agent has possession, Permitted Liens). (b) When the Collateral Agreement or an ancillary document thereunder is properly filed and recorded in the United States Patent and Trademark Office and the United States Copyright Office, and, with respect to Collateral in which a security interest cannot be perfected by such filings, upon the proper filing of the financing statements referred to in clause (a) above, the Collateral Agent (for the benefit of the Secured Parties) shall have a fully perfected (subject to exceptions arising from defects in the chain of title, which defects in the aggregate do not constitute a Material Adverse Effect hereunder) Lien on, and security interest in, all right, title and interest of the Loan Parties thereunder in the United States material domestic Intellectual Property included in the Collateral (but, in the case of the United States registered copyrights included in the Collateral, only to the extent such United States registered copyrights are listed in such ancillary document filed with the United States Copyright Office) listed in such ancillary document, in each case prior and superior in right to the Lien of any other person, except for Permitted Liens (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on material registered trademarks and patents, trademark and patent applications and registered copyrights acquired by the Loan Parties after the Closing Date). (c) The Mortgages, if any, executed and delivered on the Closing Date are, and the Mortgages executed and delivered after the Closing Date pursuant to Section 5.10 shall be, effective to create in favor of the Collateral Agent (for the benefit of the Secured Parties) legal, valid and enforceable Liens on all of the Loan Parties’ rights, titles and interests in and to the Mortgaged Property thereunder and the proceeds thereof, and when such Mortgages are filed or recorded in the proper real estate filing or recording offices, and all relevant mortgage taxes and recording charges are duly paid, the Collateral Agent (for the benefit of the Secured Parties) shall have valid Liens with record notice to third parties on, and security interests in, all rights, titles and interests of the Loan Parties in such Mortgaged Property and, to the extent applicable, subject to Section 9-315 of the Uniform Commercial Code, the proceeds thereof, in each case prior and superior in right to the Lien of any other person, except for Permitted Liens. (d) Notwithstanding anything herein (including this Section 3.17) or in any other Loan Document to the contrary, (i) each of the parties hereto acknowledges and agrees that licensing by the Gaming Authorities may be required to enforce and/or exercise no Borrower or foreclose upon certain security interests and such enforcement and/or exercise or foreclosure may be otherwise limited by the Gaming Laws and (ii) neither the Borrower nor any other Loan Party makes any representation or warranty as to the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary, or as to the rights and remedies of the Agents or any Lender with respect thereto, under foreign law.

Security Documents. (a) The Guarantee and Collateral Agreement and the Holdings Guarantee and Pledge Agreement are is effective to create in favor of the Collateral Agent (Administrative Agent, for the benefit of the Secured Parties), in each case, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. As of the Closing Date, in In the case of the Pledged Collateral Stock described in the Guarantee and Collateral Agreement and that are securities represented by stock certificates or otherwise constituting certificated securities within the Holdings Guarantee and Pledge Agreementmeaning of Section 8-102(a)(15) of the UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”), when certificates or promissory notes, as applicable, representing such Pledged Collateral and required to be delivered under the applicable Security Document Stock are delivered to the Collateral Administrative Agent, and in the case of the other Collateral constituting personal property described in the Guarantee and Collateral Agreement (other than the Intellectual Property)Agreement, when financing statements and other filings specified on Schedule 4.19(a) in the Perfection Certificate appropriate form are filed in the offices specified in the Perfection Certificateon Schedule 4.19(a), the Collateral Agent (Administrative Agent, for the benefit of the Secured Parties) , shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and, subject to Section 9-315 of the New York Uniform Commercial Code, and the proceeds thereof, as security for the Obligations to the extent perfection can be obtained by filing Uniform Commercial Code financing statementsObligations, in each case prior and superior in right to the Lien of any other person Person (except (x) Liens having priority by operation of law and (y) except, in the case of Collateral other than certificated securities and instruments Pledged Stock, Liens permitted by Section 7.3). As of which the Collateral Agent Closing Date, none of the Capital Stock of any Group Members that is a limited liability company or partnership has possession, Permitted Liens)any Capital Stock that is a Certificated Security. (b) When Each of the Collateral Agreement or an ancillary document thereunder is properly filed and recorded in Mortgages delivered after the United States Patent and Trademark Office and the United States Copyright Office, and, with respect to Collateral in which a security interest cannot be perfected by such filingsClosing Date will be, upon the proper filing execution, effective to create in favor of the financing statements referred to in clause (a) aboveAdministrative Agent, the Collateral Agent (for the benefit of the Secured Parties) , a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the offices for the applicable jurisdictions in which the Mortgaged Properties are located, each such Mortgage shall have constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties thereunder in the United States Intellectual Property included Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the Collateral (but, in the case of the United States registered copyrights included in the Collateral, only to the extent such United States registered copyrights are listed in such ancillary document filed with the United States Copyright Office) listed in such ancillary documentrelevant Mortgage), in each case prior and superior in right to the Lien of any other person, except for Permitted Liens (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks and patents, trademark and patent applications and registered copyrights acquired by the Loan Parties after the Closing Date)Person. (c) The Mortgages, if any, executed and delivered on the Closing Date are, and the Mortgages executed and delivered after the Closing Date pursuant to Section 5.10 shall be, effective to create in favor of the Collateral Agent (for the benefit of the Secured Parties) legal, valid and enforceable Liens on all of the Loan Parties’ rights, titles and interests in and to the Mortgaged Property thereunder and the proceeds thereof, and when such Mortgages are filed or recorded in the proper real estate filing or recording offices, and all relevant mortgage taxes and recording charges are duly paid, the Collateral Agent (for the benefit of the Secured Parties) shall have valid Liens with record notice to third parties on, and security interests in, all rights, titles and interests of the Loan Parties in such Mortgaged Property and, to the extent applicable, subject to Section 9-315 of the Uniform Commercial Code, the proceeds thereof, in each case prior and superior in right to the Lien of any other person, except for Permitted Liens. (d) Notwithstanding anything herein (including this Section 3.17) or in any other Loan Document to the contrary, (i) each of the parties hereto acknowledges and agrees that licensing by the Gaming Authorities may be required to enforce and/or exercise or foreclose upon certain security interests and such enforcement and/or exercise or foreclosure may be otherwise limited by the Gaming Laws and (ii) neither the Borrower nor any other Loan Party makes any representation or warranty as to the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary, or as to the rights and remedies of the Agents or any Lender with respect thereto, under foreign law.

Security Documents. (a) The Guarantee and Collateral Agreement and the Holdings Guarantee and Pledge Agreement are is effective to create in favor of the Collateral Agent (Administrative Agent, for the benefit of the Secured PartiesParties (as defined in the Guarantee and Collateral Agreement), in each case, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. As of the Closing Date, in In the case of the Pledged Collateral Stock as defined and described in the Collateral Agreement and the Holdings Guarantee and Pledge Collateral Agreement, when stock certificates or promissory notes, as applicable, representing such Pledged Collateral and required to be delivered under the applicable Security Document Stock are delivered to the Collateral Administrative Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement (other than as of the Intellectual Property)Restatement Effective Date, when financing statements and other filings specified on Schedule 4.17 in the Perfection Certificate appropriate form are filed in the offices specified on Schedule 4.17 to the extent such filings are effective to perfect a security interest in the Perfection Certificatesuch Collateral, the Guarantee and Collateral Agent (for the benefit of the Secured Parties) Agreement shall have constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and, subject to Section 9-315 of the New York Uniform Commercial Code, and the proceeds thereof, as security for the Obligations to (as defined in the extent perfection can be obtained by filing Uniform Commercial Code financing statementsGuarantee and Collateral Agreement) under the laws of the United States, in each case prior and superior in right to the Lien of any other person Person (except (x) Liens having priority by operation of law and (yi) in the case of Collateral other than certificated securities and instruments of which the Collateral Agent has possessionPledged Stock, Permitted Liens and (ii) in the case of Pledged Stock, statutory Liens or nonconsensual Liens). ; and (b) When the Collateral Agreement or an ancillary document thereunder is properly filed and recorded in the United States Patent and Trademark Office and the United States Copyright Officewhen executed, and, with respect to Collateral in which a security interest cannot be perfected by such filings, upon the proper filing each of the financing statements referred Mortgage Amendments will be effective to continue in clause (a) abovefavor of the Administrative Agent, the Collateral Agent (for the benefit of the Secured Parties) Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgage Amendments are accepted for recording in the applicable recording offices, each such Mortgage shall have constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties thereunder in the United States Intellectual Property included Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the Collateral (but, in the case of the United States registered copyrights included in the Collateral, only to the extent such United States registered copyrights are listed in such ancillary document filed with the United States Copyright Office) listed in such ancillary documentrelevant Mortgage), in each case prior and superior in right to the Lien of any other person, Person (except for any Permitted Lien other than Liens (it being understood that subsequent recordings securing Indebtedness). Schedule 1.1F lists, as of the Restatement Effective Date, each parcel of owned real property and each leasehold interest in real property located in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks and patents, trademark and patent applications and registered copyrights acquired held by the Loan Parties after Borrower or any of its Subsidiaries that has a value, in the Closing Date). (c) The Mortgages, if any, executed and delivered on the Closing Date are, and the Mortgages executed and delivered after the Closing Date pursuant to Section 5.10 shall be, effective to create in favor reasonable opinion of the Collateral Agent (for the benefit of the Secured Parties) legal, valid and enforceable Liens on all of the Loan Parties’ rights, titles and interests in and to the Mortgaged Property thereunder and the proceeds thereof, and when such Mortgages are filed or recorded in the proper real estate filing or recording offices, and all relevant mortgage taxes and recording charges are duly paid, the Collateral Agent (for the benefit of the Secured Parties) shall have valid Liens with record notice to third parties on, and security interests in, all rights, titles and interests of the Loan Parties in such Mortgaged Property and, to the extent applicable, subject to Section 9-315 of the Uniform Commercial Code, the proceeds thereofBorrower, in each case prior and superior in right to the Lien excess of any other person, except for Permitted Liens$5,000,000. (d) Notwithstanding anything herein (including this Section 3.17) or in any other Loan Document to the contrary, (i) each of the parties hereto acknowledges and agrees that licensing by the Gaming Authorities may be required to enforce and/or exercise or foreclose upon certain security interests and such enforcement and/or exercise or foreclosure may be otherwise limited by the Gaming Laws and (ii) neither the Borrower nor any other Loan Party makes any representation or warranty as to the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary, or as to the rights and remedies of the Agents or any Lender with respect thereto, under foreign law.

Security Documents. (a) The Collateral Agreement and the Holdings Guarantee and Pledge Agreement are is effective to create in favor of the Collateral Administrative Agent (for the benefit of the Secured Parties), in each case, ) a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. As of the Closing Date, in In the case of the Pledged Collateral described in the Collateral Agreement and the Holdings Guarantee and Pledge Agreement, when certificates or promissory notes, as applicable, representing such Pledged Collateral and required to be delivered under the applicable Security Document are delivered to the Collateral AgentAdministrative Agent (or a designated bailee thereof), and in the case of the other Collateral described in the Collateral Agreement (other than the Intellectual PropertyProperty (as defined in the Collateral Agreement)), when financing statements and other filings specified in the Perfection Certificate Collateral Agreement are filed in the offices specified in the Perfection Certificateschedules to the Collateral Agreement, the Collateral Administrative Agent (for the benefit of the Secured Parties) shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and, subject to Section 9-315 of the New York Uniform Commercial Code, the proceeds thereof, as security for the Obligations to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, in each case prior and superior in right to the Lien of any other person (except (x) Liens having priority by operation of law and (y) in the case of Collateral other than certificated securities and instruments of which the Collateral Agent has possession, for Permitted Liens). (b) When the Collateral Agreement or an ancillary document thereunder a summary thereof is properly filed and recorded in the United States Patent and Trademark Office and the United States Copyright Office, and, with respect to Collateral in which a security interest cannot be perfected by such filings, upon the proper filing of the financing statements referred to in clause paragraph (a) aboveof this Section 3.17, the Collateral Administrative Agent (for the benefit of the Secured Parties) shall have have, solely if and to the extent that a security interest may be perfected by making such filings, a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties thereunder in the United States domestic Intellectual Property included in the Collateral (but, in the case of the United States registered copyrights included in the Collateral, only to the extent such United States registered copyrights are listed in such ancillary document filed with the United States Copyright Office) listed in such ancillary documentProperty, in each case prior and superior in right to the Lien of any other person, person (except for Permitted Liens Liens) (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks and patents, trademark and patent applications and registered copyrights acquired by the Loan Parties grantors after the Closing First Restatement Effective Date). (c) The Mortgages, if any, executed and delivered on the Closing Date are, and the Mortgages executed and delivered after the Closing Date pursuant to Section 5.10 shall be, effective to create in favor of the Collateral Agent (for the benefit of the Secured Parties) legal, valid and enforceable Liens on all of the Loan Parties’ rights, titles and interests in and to the Mortgaged Property thereunder and the proceeds thereof, and when such Mortgages are filed or recorded in the proper real estate filing or recording offices, and all relevant mortgage taxes and recording charges are duly paid, the Collateral Agent (for the benefit of the Secured Parties) shall have valid Liens with record notice to third parties on, and security interests in, all rights, titles and interests of the Loan Parties in such Mortgaged Property and, to the extent applicable, subject to Section 9-315 of the Uniform Commercial Code, the proceeds thereof, in each case prior and superior in right to the Lien of any other person, except for Permitted Liens. (d) Notwithstanding anything herein (including this Section 3.17) or in any other Loan Document to the contrary, (i) each of the parties hereto acknowledges and agrees that licensing by the Gaming Authorities may be required to enforce and/or exercise or foreclose upon certain security interests and such enforcement and/or exercise or foreclosure may be otherwise limited by the Gaming Laws and (ii) neither the Borrower Parties nor any other Loan Party makes Restricted Subsidiary make any representation or warranty as to the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign SubsidiarySubsidiary that is not a Loan Party, or as to the rights and remedies of the Agents or any Lender with respect thereto, under foreign law.

Security Documents. (a1) The Collateral Agreement and the Holdings Guarantee and Pledge Agreement are is effective to create in favor of the Collateral Agent (for the benefit of the Secured Parties), ) legal and valid Liens on the Collateral described therein; and when financing statements in each caseappropriate form are filed in the offices specified on Schedule III to the Collateral Agreement, a legal, valid and enforceable short form grant of security interest in intellectual property (in substantially the form of Exhibit B to the Collateral described therein and proceeds thereof. As of Agreement (for trademarks), Exhibit C to the Closing Date, Collateral Agreement (for patents) or Exhibit D to the Collateral Agreement (for copyrights)) is properly filed in the case of United States Patent and Trademark Office or the United States Copyright Office, as applicable, and the Pledged Collateral described in the Collateral Agreement and the Holdings Guarantee and Pledge Agreement, when certificates or promissory notes, as applicable, representing such Pledged Collateral and required to be delivered under the applicable Security Document are is delivered to the Collateral Agent, and in the case of Liens on the other Collateral described in granted pursuant to the Collateral Agreement will constitute fully perfected Liens on all right, title and interest of the grantors in such Collateral in which (and to the extent) a security interest can be perfected under Article 9 of the Uniform Commercial Code, in each case prior to and superior in right of the Lien of any other than the Intellectual PropertyPerson (except for Permitted Liens), when . (2) When financing statements and other filings specified in the Perfection Certificate appropriate form are filed in the offices specified on Schedule III to the Collateral Agreement and the Collateral Agreement or a summary thereof or a short form grant of security interest in intellectual property (in substantially the form of Exhibit B to the Collateral Agreement (for trademarks), Exhibit C to the Collateral Agreement (for patents) or Exhibit D to the Collateral Agreement (for copyrights)) is properly filed in the Perfection CertificateUnited States Patent and Trademark Office or the United States Copyright Office, as applicable, the Liens on the Collateral Agent (for granted pursuant to the benefit of the Secured Parties) Collateral Agreement shall have a constitute fully perfected Lien on, and security interest in, Liens on all right, title and interest of the Loan Parties thereunder in such Collateral and, subject to Section 9-315 of the New York Uniform Commercial Code, the proceeds thereof, as security for the Obligations to the extent perfection can be obtained by filing Uniform Commercial Code financing statementsdomestic intellectual property, in each case prior and superior in right to the Lien of any other person Person (except (x) Liens having priority by operation of law and (y) in the case of Collateral other than certificated securities and instruments of which the Collateral Agent has possession, Permitted Liens). (b) When the Collateral Agreement or an ancillary document thereunder is properly filed and recorded in the United States Patent and Trademark Office and the United States Copyright Office, and, with respect to Collateral in which a security interest cannot be perfected by such filings, upon the proper filing of the financing statements referred to in clause (a) above, the Collateral Agent (for the benefit of the Secured Parties) shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties thereunder in the United States Intellectual Property included in the Collateral (but, in the case of the United States registered copyrights included in the Collateral, only to the extent such United States registered copyrights are listed in such ancillary document filed with the United States Copyright Office) listed in such ancillary document, in each case prior and superior in right to the Lien of any other person, except for Permitted Liens Liens) (it being understood that subsequent recordings in the United States Patent and Trademark Office and or the United States Copyright Office may be necessary to perfect a Lien on registered trademarks and patents, trademark and patent applications and registered copyrights acquired by the Loan Parties grantors after the Closing Date). (c) The Mortgages, if any, executed and delivered on the Closing Date are, and the Mortgages executed and delivered after the Closing Date pursuant to Section 5.10 shall be, effective to create in favor of the Collateral Agent (for the benefit of the Secured Parties) legal, valid and enforceable Liens on all of the Loan Parties’ rights, titles and interests in and to the Mortgaged Property thereunder and the proceeds thereof, and when such Mortgages are filed or recorded in the proper real estate filing or recording offices, and all relevant mortgage taxes and recording charges are duly paid, the Collateral Agent (for the benefit of the Secured Parties) shall have valid Liens with record notice to third parties on, and security interests in, all rights, titles and interests of the Loan Parties in such Mortgaged Property and, to the extent applicable, subject to Section 9-315 of the Uniform Commercial Code, the proceeds thereof, in each case prior and superior in right to the Lien of any other person, except for Permitted Liens. (d3) Notwithstanding anything herein (including this Section 3.173.14) or in any other Loan Document to the contrary, (i) each of the parties hereto acknowledges and agrees that licensing by the Gaming Authorities may be required to enforce and/or exercise or foreclose upon certain security interests and such enforcement and/or exercise or foreclosure may be otherwise limited by the Gaming Laws and (ii) neither the Borrower nor any other Loan Party makes any representation or warranty as to the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary, or as to the rights and remedies of the Agents or any Lender with respect thereto, under foreign law.

Security Documents. (a) The Each of the Collateral Agreement and the Holdings Guarantee and Pledge Agreement are is effective to create in favor of the Collateral Agent (for the benefit of the Secured Parties), in each case, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. As of the Closing Date, in the case of the Pledged Collateral described in the Collateral Agreement and the Holdings Guarantee and Pledge Agreement, when certificates or promissory notes, as applicable, representing such Pledged Collateral and required to be delivered under the applicable Security Document are delivered to the Collateral Agent, and in the case of the other Collateral described in the Collateral Agreement (other than the Intellectual Property), when financing statements and other filings specified in the Perfection Certificate are filed in the offices specified in the Perfection Certificate, the Collateral Agent (for the benefit of the Secured Parties) shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and, subject to Section 9-315 of the New York Uniform Commercial Code, the proceeds thereof, as security for the Obligations to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, in each case prior and superior in right to the Lien of any other person (except (x) Liens having priority by operation of law and (y) in the case of Collateral other than certificated securities and instruments of which the Collateral Agent has possession, Permitted Liens). (b) When the Collateral Agreement or an ancillary document thereunder is properly filed and recorded in the United States Patent and Trademark Office and the United States Copyright Office, and, with respect to Collateral in which a security interest cannot be perfected by such filings, upon the proper filing of the financing statements referred to in clause (a) above, the Collateral Agent (for the benefit of the Secured Parties) shall have a fully perfected (subject to exceptions arising from defects in the chain of title, which defects in the aggregate do not constitute a Material Adverse Effect hereunder) Lien on, and security interest in, all right, title and interest of the Loan Parties thereunder in the material United States Intellectual Property included in the Collateral (but, in the case of the United States registered copyrights included in the Collateral, only to the extent such United States registered copyrights are listed in such ancillary document filed with the United States Copyright Office) listed in such ancillary document, in each case prior and superior in right to the Lien of any other person, except for Permitted Liens (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on material registered trademarks and patents, trademark and patent applications and registered copyrights acquired by the Loan Parties after the Closing Date). (c) The Mortgages, if any, executed and delivered on the Closing Date are, and the Mortgages executed and delivered after the Closing Date pursuant to Section 5.10 shall be, be effective to create in favor of the Collateral Agent (for the benefit of the Secured Parties) legal, valid and enforceable Liens on all of the Loan Parties’ rights, titles and interests in and to the Mortgaged Property thereunder and the proceeds thereof, and when such Mortgages are filed or recorded in the proper real estate filing or recording offices, and all relevant mortgage taxes and recording charges are duly paid, the Collateral Agent (for the benefit of the Secured Parties) shall have valid Liens with record notice to third parties on, and security interests in, all rights, titles and interests of the Loan Parties in such Mortgaged Property and, to the extent applicable, subject to Section 9-315 of the Uniform Commercial Code, the proceeds thereof, in each case prior and superior in right to the Lien of any other person, except for Permitted Liens. (d) Notwithstanding anything herein (including this Section 3.17) or in any other Loan Document to the contrary, (i) each of the parties hereto acknowledges and agrees that licensing by the Gaming Authorities may be required to enforce and/or exercise no Borrower or foreclose upon certain security interests and such enforcement and/or exercise or foreclosure may be otherwise limited by the Gaming Laws and (ii) neither the Borrower nor any other Loan Party makes any representation or warranty as to the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary, or as to the rights and remedies of the Agents or any Lender with respect thereto, under foreign law.

Security Documents. (a) The Collateral Agreement and the Holdings Guarantee and Pledge Agreement are effective to Collateral Agreement, upon execution and delivery thereof by the parties thereto, will create in favor of the Collateral Agent (Agent, for the ratable benefit of the Secured Parties), in each case, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. As of the Closing Date, (as defined in the case of Guarantee and Collateral Agreement) and the proceeds thereof and (i) when the Pledged Collateral described (as defined in the Collateral Agreement and the Holdings Guarantee and Pledge Collateral Agreement, when certificates or promissory notes, as applicable, representing such Pledged Collateral and required to be delivered under the applicable Security Document are ) is delivered to the Collateral Agent, the Lien created under Guarantee and in the case Collateral Agreement shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties in such Pledged Collateral, in each case prior and superior in right to any other Collateral described in the Collateral Agreement person, and (other than the Intellectual Property), ii) when financing statements and other filings specified in the Perfection Certificate appropriate form are filed in the offices specified in the Perfection Certificateon Schedule 3.19(a), the Lien created under the Guarantee and Collateral Agent (for the benefit of the Secured Parties) shall have Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and, subject to Section 9-315 of the New York Uniform Commercial Code, the proceeds thereof(other than Intellectual Property, as security for defined in the Obligations to the extent perfection can be obtained by filing Uniform Commercial Code financing statementsGuarantee and Collateral Agreement), in each case prior and superior in right to the Lien of any other person (except (x) Liens having priority by operation of law and (y) in the case of Collateral person, other than certificated securities and instruments of which the Collateral Agent has possession, Permitted Liens)with respect to Liens expressly permitted by Section 6.02. (b) When Upon the recordation of the Guarantee and Collateral Agreement (or a short-form security agreement in form and substance reasonably satisfactory to the Borrower and the Collateral Agreement or an ancillary document thereunder is properly filed and recorded in Agent) with the United States Patent and Trademark Office and the United States Copyright Office, and, together with respect to Collateral in which a security interest cannot be perfected by such filings, upon the proper filing of the financing statements referred to in clause (a) aboveappropriate form filed in the offices specified on Schedule 3.19(a), Lien created under the Guarantee and Collateral Agent (for the benefit of the Secured Parties) Agreement shall have constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties thereunder in the Intellectual Property (as defined in the Guarantee and Collateral Agreement) in which a security interest may be perfected by filing in the United States Intellectual Property included in the Collateral (but, in the case of the United States registered copyrights included in the Collateral, only to the extent such United States registered copyrights are listed in such ancillary document filed with the United States Copyright Office) listed in such ancillary documentand its territories and possessions, in each case prior and superior in right to the Lien of any other person, except for Permitted Liens person (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks and patents, trademark and patent applications and registered copyrights acquired by the Loan Parties after the Closing Datedate hereof). (c) The Mortgages, if any, executed and delivered on the Closing Date are, and the Mortgages executed and delivered after the Closing Date pursuant to Section 5.10 shall be, are effective to create in favor of the Collateral Agent (Agent, for the ratable benefit of the Secured Parties) , a legal, valid and enforceable Liens Lien on all of the Loan Parties’ rightsright, titles title and interests interest in and to the Mortgaged Property thereunder and the proceeds thereof, and when such the Mortgages are filed or recorded in the proper real estate filing or recording offices, and all relevant mortgage taxes and recording charges are duly paidoffices specified on Schedule 3.19(c), the Collateral Agent (for the benefit of the Secured Parties) Mortgages shall have valid Liens with record notice to third parties constitute a fully perfected Lien on, and security interests interest in, all rightsright, titles title and interests interest of the Loan Parties in such Mortgaged Property and, to the extent applicable, subject to Section 9-315 of the Uniform Commercial Code, and the proceeds thereof, in each case prior and superior in right to the Lien of any other person, except for Permitted Liens. (d) Notwithstanding anything herein (including this Section 3.17) or in any other Loan Document to the contrary, (i) each of the parties hereto acknowledges and agrees that licensing by the Gaming Authorities may be required to enforce and/or exercise or foreclose upon certain security interests and such enforcement and/or exercise or foreclosure may be otherwise limited by the Gaming Laws and (ii) neither the Borrower nor any other Loan Party makes any representation or warranty as to the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary, or as than with respect to the rights and remedies of the Agents or any Lender with respect thereto, under foreign lawpersons pursuant to Liens expressly permitted by Section 6.02.

Security Documents. (a) The Collateral Agreement and the Holdings Guarantee and Pledge Agreement are is effective to create in favor of the Collateral Agent (for the benefit of the Secured Parties), in each case, ) a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. As of the Closing Date, in In the case of the Pledged Collateral described in the Collateral Agreement and the Holdings Guarantee and Pledge Agreement, when certificates or promissory notes, as applicable, representing such Pledged Collateral and required to be delivered under the applicable Security Document are delivered to the Collateral AgentAgent (or a designated bailee thereof), and in the case of the other Collateral described in the Collateral Agreement (other than the Intellectual PropertyProperty (as defined in the Collateral Agreement)), when financing statements and other filings specified in the Perfection Certificate are filed in the offices specified in the Perfection Certificate, the Collateral Agent (for the benefit of the Secured Parties) shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and, subject to Section 9-315 of the New York Uniform Commercial Code, the proceeds thereof, as security for the Obligations to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, in each case prior and superior in right to the Lien of any other person (except (x) Liens having priority by operation of law and (y) in the case of Collateral other than certificated securities and instruments of which the Collateral Agent has possession, for Permitted Liens). (b) When the Collateral Agreement or an ancillary document thereunder a summary thereof is properly filed and recorded in the United States Patent and Trademark Office and the United States Copyright Office, and, with respect to Collateral in which a security interest cannot be perfected by such filings, upon the proper filing of the financing statements referred to in clause paragraph (a) aboveof this Section 3.17, the Collateral Agent (for the benefit of the Secured Parties) shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties thereunder in the United States domestic Intellectual Property included in the Collateral (but, in the case of the United States registered copyrights included in the Collateral, only to the extent such United States registered copyrights are listed in such ancillary document filed with the United States Copyright Office) listed in such ancillary documentProperty, in each case prior and superior in right to the Lien of any other person, person (except for Permitted Liens Liens) (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks and patents, trademark and patent applications and registered copyrights acquired by the Loan Parties grantors after the Closing Date). (c) The Mortgages, if any, executed and delivered on the Closing Date are, and the Mortgages executed and delivered after the Closing Date pursuant to Section 5.10 shall be, effective to create in favor of the Collateral Agent (for the benefit of the Secured Parties) legal, valid and enforceable Liens on all of the Loan Parties’ rights, titles and interests in and to the Mortgaged Property thereunder and the proceeds thereof, and when such Mortgages are filed or recorded in the proper real estate filing or recording offices, and all relevant mortgage taxes and recording charges are duly paid, the Collateral Agent (for the benefit of the Secured Parties) shall have valid Liens with record notice to third parties on, and security interests in, all rights, titles and interests of the Loan Parties in such Mortgaged Property and, to the extent applicable, subject to Section 9-315 of the Uniform Commercial Code, the proceeds thereof, in each case prior and superior in right to the Lien of any other person, except for Permitted Liens. (d) Notwithstanding anything herein (including this Section 3.17) or in any other Loan Document to the contrary, (i) each of the parties hereto acknowledges and agrees that licensing by the Gaming Authorities may be required to enforce and/or exercise or foreclose upon certain security interests and such enforcement and/or exercise or foreclosure may be otherwise limited by the Gaming Laws and (ii) neither the Borrower nor any other Loan Party makes any representation or warranty as to the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign SubsidiarySubsidiary that is not a Loan Party, or as to the rights and remedies of the Agents or any Lender with respect thereto, under foreign law.

Security Documents. (a) The Collateral Agreement and the Holdings Guarantee and Pledge Agreement are Collateral Agreement, upon execution and delivery thereof by the parties thereto, will, to the extent required therein, be effective to create in favor of the Collateral Agent (Administrative Agent, for the benefit of the Secured Parties), in each caseLenders, a legal, valid and enforceable security interest under the New York UCC in the Collateral described therein and proceeds thereoftherein. As of the Closing Date, in In the case of the Pledged Collateral Stock described in the Guarantee and Collateral Agreement and constituting certificated securities (as defined in the Holdings Guarantee and Pledge AgreementNew York UCC), when certificates or promissory notes, as applicable, representing such Pledged Collateral and required to be delivered under the applicable Security Document certificated securities are delivered to the Administrative Agent (together with a properly completed and signed stock power or endorsement executed in blank), the security interest created under the Guarantee and Collateral AgentAgreement will constitute a fully perfected security interest in all right, title and interest of the pledgors thereunder in such Pledged Stock, prior and superior in right to any other Person, to the extent that such security interest can be perfected under the New York UCC. In the case of the other Collateral described in the Guarantee and Collateral Agreement (other than the Intellectual Property)Agreement, when uniform commercial code financing statements and other filings specified in the Perfection Certificate appropriate form are filed in the offices specified in the Perfection Certificateapplicable offices, the security interest created under the Guarantee and Collateral Agent (for the benefit of the Secured Parties) Agreement shall have constitute a fully perfected Lien on, and security interest in, in all right, title and interest of the Loan Parties in such Collateral and, subject to Section 9-315 of the New York Uniform Commercial Code, the proceeds thereof, as security for the Obligations to the extent perfection can be obtained by filing Uniform Commercial Code uniform commercial code financing statements, in each case prior and superior in right to the Lien rights of any other person Person (except (x) for rights secured by Liens having priority permitted by operation of law and (y) in the case of Collateral other than certificated securities and instruments of which the Collateral Agent has possession, Permitted LiensSection 7.3). (b) When Each of the Collateral Agreement or an ancillary document thereunder is properly filed and recorded in the United States Patent and Trademark Office and the United States Copyright Office, and, with respect to Collateral in which a security interest cannot be perfected by such filingsMortgages, upon execution and delivery thereof by the proper filing parties thereto, will be effective to create in favor of the financing statements referred to in clause (a) aboveAdministrative Agent, the Collateral Agent (for the benefit of the Secured Parties) Lenders, a legal, valid and enforceable security interest in all the applicable mortgagor’s right, title and interest in and to the Mortgaged Properties subject thereto and the proceeds thereof, and when the Mortgages are filed in the jurisdictions specified therein, each such Mortgage shall have constitute a fully perfected Lien on, and security interest in, in all right, title and interest of the Loan Parties thereunder mortgagors in the United States Intellectual Property included in the Collateral (but, in the case of the United States registered copyrights included in the Collateral, only to the extent such United States registered copyrights are listed in such ancillary document filed with the United States Copyright Office) listed in such ancillary document, in each case prior Mortgaged Properties and superior in right to the Lien of any other person, except for Permitted Liens (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks and patents, trademark and patent applications and registered copyrights acquired by the Loan Parties after the Closing Date). (c) The Mortgages, if any, executed and delivered on the Closing Date are, and the Mortgages executed and delivered after the Closing Date pursuant to Section 5.10 shall be, effective to create in favor of the Collateral Agent (for the benefit of the Secured Parties) legal, valid and enforceable Liens on all of the Loan Parties’ rights, titles and interests in and to the Mortgaged Property thereunder and the proceeds thereof, and when such Mortgages are filed or recorded in the proper real estate filing or recording offices, and all relevant mortgage taxes and recording charges are duly paid, the Collateral Agent (for the benefit of the Secured Parties) shall have valid Liens with record notice to third parties on, and security interests in, all rights, titles and interests of the Loan Parties in such Mortgaged Property and, to the extent applicable, subject to Section 9-315 of the Uniform Commercial Code, the proceeds thereof, in each case prior and superior in right to the Lien rights of any other person, Person (except for Permitted Liens. (d) Notwithstanding anything herein (including this rights secured by Liens permitted by Section 3.17) or in any other Loan Document to the contrary7.3). Schedule 1.1B lists, (i) each as of the parties hereto acknowledges Closing Date, each parcel of owned real property located in the United States and agrees that licensing held by the Gaming Authorities may be required to enforce and/or exercise MLP or foreclose upon certain security interests and such enforcement and/or exercise or foreclosure may be otherwise limited by any of its Restricted Subsidiaries that has a value, in the Gaming Laws and (ii) neither the Borrower nor any other Loan Party makes any representation or warranty as to the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary, or as to the rights and remedies reasonable opinion of the Agents or any Lender with respect theretoMLP, under foreign lawin excess of $10,000,000.

Security Documents. (a) The Guarantee and Collateral Agreement and the Holdings Guarantee and Pledge Agreement are each other Security Document is, or upon execution, will be, effective to create in favor of the Collateral Agent (Agent, for the benefit of the Secured Parties), in each case, a legal, valid and enforceable security interest in the Collateral described therein (to the extent a security interest can be created therein under the Uniform Commercial Code, where applicable, or in the case of a Foreign Security Document, subject to any customary reservations and proceeds thereof. As qualifications contained in customary legal opinions rendered under the laws of the Closing Date, in applicable jurisdiction). In the case of the Pledged Collateral Equity Interests described in the Guarantee and Collateral Agreement and the Holdings Guarantee and each Foreign Pledge Agreement, when stock or interest certificates or promissory notes, as applicable, representing such Pledged Collateral Equity Interests (along with properly completed stock or interest powers and, where applicable, stock transfer forms, in each case, endorsing the Pledged Equity Interest and required to be delivered under executed by the applicable Security Document owner of such shares or interests) are delivered to the Collateral AgentAgent or such other actions specified in each Foreign Pledge Agreement are taken, and in the case of the other Collateral described in the Guarantee and Collateral Agreement or any other Security Document (other than the Intellectual Propertydeposit accounts), when financing statements and other filings specified on Schedule 4.19 in the Perfection Certificate appropriate form are filed in the offices specified in the Perfection Certificateon Schedule 4.19, the Collateral Agent (Agent, for the benefit of the Secured Parties, shall, under New York law, or in the case of the Debenture or other Security Document, which is governed by a law other than New York law (each a “Foreign Security Document”), under such other law, have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral to the extent (x) (in the case of New York law) perfection can be obtained by filing a UCC financing statement or (y) (in the case of a Foreign Security Document) subject to any customary reservations and qualifications contained in customary legal opinions rendered under the laws of the applicable jurisdiction, perfection can be obtained by the appropriate filing under such other applicable law, as security for the Obligations, in each case prior and superior in right to any other Person (except Liens permitted by Section 7.2) subject in the case of the Intellectual Property that is the subject of any application or registration in the United States Patent and Trademark Office or the United States Copyright Office (other than intent to use Trademark applications), to the recordation of appropriate evidence of the Collateral Agent’s Lien in the United States Patent and Trademark Office and/or United States Copyright Office, as appropriate, and the taking of actions and making of filings necessary under the applicable Requirements of Law to obtain the equivalent of perfection. In the case of Collateral that consists of deposit accounts securities accounts and/or commodity accounts, when a Control Agreement is executed and delivered by all parties thereto with respect to such accounts, the Collateral Agent, for the benefit of the Secured Parties, shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and, subject to Section 9-315 of the New York Uniform Commercial Code, and the proceeds thereof, as security for the Obligations to the extent perfection can be obtained by filing Uniform Commercial Code financing statementsObligations, in each case prior and superior in right to the Lien of any other person (Person except (x) Liens having priority by operation of law and (y) in as provided under the case of Collateral other than certificated securities and instruments of which the Collateral Agent has possession, Permitted Liens). (b) When the Collateral applicable Control Agreement or an ancillary document thereunder is properly filed and recorded in the United States Patent and Trademark Office and the United States Copyright Office, and, with respect to Collateral in which a security interest cannot be perfected by such filings, upon the proper filing of the financing statements referred to in clause (a) above, the Collateral Agent (for the benefit of the Secured Parties) shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties thereunder in the United States Intellectual Property included in the Collateral (but, in the case of the United States registered copyrights included in the Collateral, only to the extent such United States registered copyrights are listed in such ancillary document filed with the United States Copyright Office) listed in such ancillary document, in each case prior and superior in right to the Lien of any other person, except for Permitted Liens (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks and patents, trademark and patent applications and registered copyrights acquired by the Loan Parties after the Closing Date)financial institution party thereto. (c) The Mortgages, if any, executed and delivered on the Closing Date are, and the Mortgages executed and delivered after the Closing Date pursuant to Section 5.10 shall be, effective to create in favor of the Collateral Agent (for the benefit of the Secured Parties) legal, valid and enforceable Liens on all of the Loan Parties’ rights, titles and interests in and to the Mortgaged Property thereunder and the proceeds thereof, and when such Mortgages are filed or recorded in the proper real estate filing or recording offices, and all relevant mortgage taxes and recording charges are duly paid, the Collateral Agent (for the benefit of the Secured Parties) shall have valid Liens with record notice to third parties on, and security interests in, all rights, titles and interests of the Loan Parties in such Mortgaged Property and, to the extent applicable, subject to Section 9-315 of the Uniform Commercial Code, the proceeds thereof, in each case prior and superior in right to the Lien of any other person, except for Permitted Liens. (d) Notwithstanding anything herein (including this Section 3.17) or in any other Loan Document to the contrary, (i) each of the parties hereto acknowledges and agrees that licensing by the Gaming Authorities may be required to enforce and/or exercise or foreclose upon certain security interests and such enforcement and/or exercise or foreclosure may be otherwise limited by the Gaming Laws and (ii) neither the Borrower nor any other Loan Party makes any representation or warranty as to the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary, or as to the rights and remedies of the Agents or any Lender with respect thereto, under foreign law.

Security Documents. (a) The Collateral Agreement and the Holdings Guarantee and Pledge Agreement are effective to Collateral Agreement, upon execution and delivery thereof by the parties thereto, will create in favor of the Collateral Agent (Agent, for the benefit of the Secured Parties), in each case, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. As of the Closing Date, (as defined in the case of Guarantee and Collateral Agreement) and the proceeds thereof and (i) when the Pledged Collateral described Equity Interests (as defined in the Collateral Agreement and the Holdings Guarantee and Pledge Collateral Agreement), when certificates or promissory notesto the extent certificated, as applicable, representing such Pledged Collateral and required to be delivered under the applicable Security Document are delivered to the Collateral Agent, the Lien created under the Guarantee and in the case Collateral Agreement shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties in such Pledged Equity Interests, prior and superior in right to any other Collateral described Person other than with respect to Liens (x) that have priority by operation of law or (y) on Permitted Pari Passu Refinancing Debt or Incremental Equivalent Debt (and Permitted Refinancing Debt in respect thereof) that is secured by all or a portion of the Collateral Agreement on a pari passu basis with the Obligations pursuant to the Pari Passu Intercreditor Agreement, and (other than the Intellectual Property), ii) when financing statements and other filings specified in the Perfection Certificate appropriate form are filed in the offices specified in the Perfection Certificateon Schedule 3.19(a), the Lien created under the Guarantee and Collateral Agent (for the benefit of the Secured Parties) shall have Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and(other than Intellectual Property) to the extent such Liens can be perfected by filing a financing statement, subject to Section 9-315 of under the New York Uniform Commercial Code, the proceeds thereof, as security for the Obligations to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, in each case prior and superior in right to the Lien of any other person (except Person other than (x) in the case of Collateral consisting of Equity Interests, with respect to Liens having (A) that have priority by operation of law law, (B) permitted by clause (c) of Section 6.02 or (C) securing Permitted Pari Passu Refinancing Debt or Incremental Equivalent Debt (and Permitted Refinancing Debt in respect thereof) that is secured by all or a portion of the Collateral on a pari passu basis with the Obligations pursuant to the Pari Passu Intercreditor Agreement and (y) in the case of Collateral other Collateral, with respect to Liens (1) permitted by Section 6.02 (other than certificated securities pursuant to Section 6.02(b), (k) or (z)) or (2) securing Permitted Pari Passu Refinancing Debt or Incremental Equivalent Debt (and instruments Permitted Refinancing Debt in respect thereof) that is secured by all or a portion of which the Collateral Agent has possession, Permitted Liens)on a pari passu basis with the Obligations pursuant to the Pari Passu Intercreditor Agreement. (b) When Upon the recordation of the Guarantee and Collateral Agreement (or a short-form security agreement in form and substance reasonably satisfactory to the Administrative Borrower and the Collateral Agreement or an ancillary document thereunder is properly filed and recorded in Agent) with the United States Patent and Trademark Office and the United States Copyright Office, and, together with respect to Collateral in which a security interest cannot be perfected by such filings, upon the proper filing of the financing statements referred to in clause (a) aboveappropriate form filed in the offices specified on Schedule 3.19(a), the Lien created under the Guarantee and Collateral Agent (for the benefit of the Secured Parties) Agreement shall have constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties thereunder in the Intellectual Property in which a security interest may be perfected by filing in the United States Intellectual Property included in the Collateral (but, in the case of the United States registered copyrights included in the Collateral, only to the extent such United States registered copyrights are listed in such ancillary document filed with the United States Copyright Office) listed in such ancillary documentand its territories and possessions, in each case case, prior and superior in right to the Lien of any other personPerson other than with respect to Liens (1) permitted pursuant to Section 6.02 (other than pursuant to Section 6.02(b), except for (k) or (z)) or (2) on Permitted Liens Pari Passu Refinancing Debt or Incremental Equivalent Debt (and Permitted Refinancing Debt in respect thereof) that is secured by all or a portion of the Collateral on a pari passu basis with the Obligations pursuant to the Pari Passu Intercreditor Agreement (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks and patents, trademark and patent applications and registered copyrights acquired by the Loan Parties after the Original Closing Date). (c) The Mortgages, if any, executed and delivered on the Closing Date are, and the Mortgages executed and delivered after the Closing Date pursuant to Section 5.10 shall be, are effective to create in favor of the Collateral Agent (Agent, for the benefit of the Secured Parties) , a legal, valid and enforceable Liens Lien on all of the Loan Parties’ rightsright, titles title and interests interest in and to the Mortgaged Property thereunder and the proceeds thereof, and when such the Mortgages are filed or recorded in the proper real estate filing or recording offices, and all relevant mortgage taxes and recording charges are duly paidoffices specified on Schedule 1.01(a), the Collateral Agent (for the benefit of the Secured Parties) Mortgages shall have valid Liens with record notice to third parties constitute a fully perfected Lien on, and security interests interest in, all rightsright, titles title and interests interest of the Loan Parties in such Mortgaged Property and, to the extent applicable, subject to Section 9-315 of the Uniform Commercial Code, and the proceeds thereof, in each case case, prior and superior in right to the Lien of any other person, except for Permitted Liens. (d) Notwithstanding anything herein (including this Section 3.17) or in any Person other Loan Document to the contrary, (i) each of the parties hereto acknowledges and agrees that licensing by the Gaming Authorities may be required to enforce and/or exercise or foreclose upon certain security interests and such enforcement and/or exercise or foreclosure may be otherwise limited by the Gaming Laws and (ii) neither the Borrower nor any other Loan Party makes any representation or warranty as to the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary, or as to the rights and remedies of the Agents or any Lender than with respect thereto, under foreign lawto Permitted Priority Encumbrances.

Security Documents. (a) The Collateral Agreement and the Holdings Guarantee and Pledge Agreement are is effective to create in favor of the Collateral Agent (for the benefit of the Secured Parties), in each case, ) a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. As of the Closing Date, in In the case of the Pledged Collateral described in the Collateral Agreement and the Holdings Guarantee and Pledge Agreement, when certificates or promissory notes, as applicable, representing such Pledged Collateral and required to be delivered under the applicable Security Document are delivered to the Collateral AgentAgent (or its bailee pursuant to the Second Priority Intercreditor Agreement), and in the case of the other Collateral described in the Collateral Agreement (other than the Intellectual PropertyProperty (as defined in the Collateral Agreement)), when financing statements and other filings specified in the Perfection Certificate are filed in the offices specified in the Perfection Certificate, the Collateral Agent (for the benefit of the Secured Parties) shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and, subject to Section 9-315 of the New York Uniform Commercial Code, the proceeds thereof, as security for the Obligations to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, in each case prior and superior in right to the Lien of any other person (except (x) Liens having priority by operation of law and (y) in the case of Collateral other than certificated securities and instruments of which the Collateral Agent has possession, Permitted Liens). (b) When the Collateral Agreement or an ancillary document thereunder a summary thereof is properly filed and recorded in the United States Patent and Trademark Office and the United States Copyright Office, and, with respect to Collateral in which a security interest cannot be perfected by such filings, upon the proper filing of the financing statements referred to in clause paragraph (a) above, the Collateral Agent (for the benefit of the Secured Parties) shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties thereunder in the United States all domestic Intellectual Property included in the Collateral (but, in the case of the United States registered copyrights included in the Collateral, only to the extent such United States registered copyrights are listed in such ancillary document filed with the United States Copyright Office) listed in such ancillary documentProperty, in each case prior and superior in right to the Lien of any other person, except for Permitted Liens person (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien lien on registered trademarks and patents, trademark and patent applications and registered copyrights acquired by the Loan Parties grantors after the Closing Date) (except Permitted Liens). (c) The MortgagesEach Foreign Pledge Agreement, if any, shall be effective to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof to the fullest extent permissible under applicable law. In the case of the Pledged Collateral described in a Foreign Pledge Agreement, when certificates representing such Pledged Collateral (if any) are delivered to the Collateral Agent (or its bailee pursuant to the Second Priority Intercreditor Agreement), the Collateral Agent (for the benefit of the Secured Parties) shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations, in each case prior and superior in right to any other person. (d) The Mortgages (if any) executed and delivered on or before the Closing Date are, and the Mortgages to be executed and delivered after the Closing Date pursuant to Section 5.10 shall be, effective to create in favor of the Collateral Agent (for the benefit of the Secured Parties) legal, a valid and enforceable Liens Lien on all of the Loan Parties’ rightsright, titles title and interests interest in and to the Mortgaged Property thereunder and the proceeds thereof, and when such Mortgages are filed or recorded in the proper real estate filing or recording offices, and all relevant mortgage taxes and recording charges are duly paid, the Collateral Agent (for the benefit of the Secured Parties) shall have valid Liens with record notice to third parties a fully perfected Lien on, and security interests interest in, all rightsright, titles title and interests interest of the Loan Parties in such Mortgaged Property and, to the extent applicable, subject to Section 9-315 of the Uniform Commercial Code, the proceeds thereof, in each case prior and superior in right to the Lien of any other person, except for other than with respect to the rights of a person pursuant to Permitted Liens. (de) Notwithstanding anything herein (including this Section 3.17) or in any other Loan Document to the contrary, (i) each of other than to the parties hereto acknowledges and agrees that licensing by extent set forth in the Gaming Authorities may be required to enforce and/or exercise or foreclose upon certain security interests and such enforcement and/or exercise or foreclosure may be otherwise limited by the Gaming Laws and (ii) applicable Foreign Pledge Agreements, neither the Borrower nor any other Loan Party makes any representation or warranty as to the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign SubsidiarySubsidiary that is not a Loan Party, or as to the rights and remedies of the Agents or any Lender with respect thereto, under foreign law.

Security Documents. (a) The U.S. Collateral Agreement and the Holdings Guarantee and Pledge Agreement are is effective to create in favor of the Collateral Agent (for the benefit of the Secured Parties), in each case, ) a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. As of the Closing Date, in In the case of the Pledged Collateral described in the U.S. Collateral Agreement and the Holdings Guarantee and Pledge Agreement, when certificates or promissory notes, as applicable, representing such Pledged Collateral and required to be delivered under the applicable Security Document are delivered to the Collateral Agent, and in the case of the other Collateral described in the U.S. Collateral Agreement (other than the Intellectual PropertyProperty (as defined in the U.S. Collateral Agreement)), when financing statements and other filings specified in on Schedule 3 of the U.S. Perfection Certificate in appropriate form are filed in the offices specified in on Schedule 5 of the U.S. Perfection Certificate, the Collateral Agent (for the benefit of the Secured Parties) shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and, subject to Section 9-315 of the New York Uniform Commercial Code, the proceeds thereof, as security for the Obligations to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, in each case prior and superior in right to the Lien of any other person (except (x) Liens having priority by operation of law and (y) except, in the case of Collateral other than certificated securities Pledged Collateral, Liens expressly permitted by Section 6.02(a) and instruments Liens having priority by operation of which the Collateral Agent has possession, Permitted Lienslaw). (b) When the U.S. Collateral Agreement or an ancillary document thereunder a summary thereof is properly filed and recorded in the United States Patent and Trademark Office and the United States Copyright Office, and, with respect to Collateral in which a security interest cannot be perfected by such filings, upon the proper filing of the financing statements referred to in clause paragraph (a) above, the Collateral Agent (for the benefit of the Secured Parties) shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties thereunder in the United States Intellectual Property included in the Collateral (but, in the case of the United States registered copyrights included in the Collateral, only to the extent such United States registered copyrights are listed in such ancillary document filed with the United States Copyright Office) listed in such ancillary documentProperty, in each case prior and superior in right to the Lien of any other person, except for Permitted Liens Person (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien lien on registered trademarks and patents, trademark and patent applications and registered copyrights acquired by the Loan Parties grantors after the Closing Date). (c) The MortgagesEach Foreign Pledge Agreement and each Foreign Security Agreement is effective to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Collateral described in a Foreign Pledge Agreement, when certificates or promissory notes, as applicable, representing such Pledged Collateral are delivered to the Collateral Agent, and, in the case of the Collateral described in a Foreign Security Agreement, when filings are made in the appropriate offices in each relevant jurisdiction and the other actions, if any, executed and delivered specified on such Schedule are taken, the Closing Date areCollateral Agent (for the benefit of the Secured Parties) shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations, in each case prior and superior in right to any other person (except, in the case of Collateral other than Pledged Collateral, Liens expressly permitted by Section 6.02(a) and Liens having priority by operation of law). (d) The Mortgages executed and delivered entered into after the Closing Date pursuant to Section 5.10 shall be, be effective to create in favor of the Collateral Agent (for the benefit of the Secured Parties) a legal, valid and enforceable Liens Lien on all of the Loan Parties’ rights' right, titles title and interests interest in and to the Mortgaged Property thereunder and the proceeds thereof, and when such Mortgages are filed or recorded in the proper real estate filing or recording offices, and all relevant mortgage taxes and recording charges are duly paid, the Collateral Agent (for the benefit of the Secured Parties) shall have valid Liens with record notice to third parties a fully perfected Lien on, and security interests interest in, all rightsright, titles title and interests interest of the Loan Parties in such Mortgaged Property and, to the extent applicable, subject to Section 9-315 of the Uniform Commercial Code, the proceeds thereof, in each case prior and superior in right to the Lien of any other personPerson, except for Permitted Liens. (d) Notwithstanding anything herein (including this Section 3.17) or in any other Loan Document to the contrary, (i) each of the parties hereto acknowledges and agrees that licensing by the Gaming Authorities may be required to enforce and/or exercise or foreclose upon certain security interests and such enforcement and/or exercise or foreclosure may be otherwise limited by the Gaming Laws and (ii) neither the Borrower nor any other Loan Party makes any representation or warranty as to the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary, or as than with respect to the rights of a Person pursuant to Liens expressly permitted by Section 6.02(a) and remedies Liens having priority by operation of the Agents or any Lender with respect thereto, under foreign law.

Security Documents. (a) The U.S. Collateral Agreement and the Holdings Guarantee and Pledge Agreement are is effective to create in favor of the Collateral Agent (for the benefit of the Secured Parties), in each case, ) a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. As of the Closing Date, in In the case of the Pledged Collateral described in the U.S. Collateral Agreement and the Holdings Guarantee and Pledge Agreement, when certificates or promissory notes, as applicable, representing such Pledged Collateral and required to be delivered under the applicable Security Document are delivered to the Collateral Agent, and in the case of the other Collateral described in the U.S. Collateral Agreement (other than the Intellectual PropertyProperty (as defined in the U.S. Collateral Agreement)), when financing statements and other filings specified in on Schedule 3 of the U.S. Perfection Certificate in appropriate form are filed in the offices specified in on Schedule 5 of the U.S. Perfection Certificate, the Collateral Agent (for the benefit of the Secured Parties) shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and, subject to Section 9-315 of the New York Uniform Commercial Code, the proceeds thereof, as security for the Obligations to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, in each case prior and superior in right to the Lien of any other person (except (x) Liens having priority by operation of law and (y) except, in the case of Collateral other than certificated securities Pledged Collateral, Liens expressly permitted by Section 6.02(a) and instruments Liens having priority by operation of which the Collateral Agent has possession, Permitted Lienslaw). (b) When the U.S. Collateral Agreement or an ancillary document thereunder a summary thereof is properly filed and recorded in the United States Patent and Trademark Office and the United States Copyright Office, and, with respect to Collateral in which a security interest cannot be perfected by such filings, upon the proper filing of the financing statements referred to in clause paragraph (a) above, the Collateral Agent (for the benefit of the Secured Parties) shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties thereunder in the United States Intellectual Property included in the Collateral (but, in the case of the United States registered copyrights included in the Collateral, only to the extent such United States registered copyrights are listed in such ancillary document filed with the United States Copyright Office) listed in such ancillary documentProperty, in each case prior and superior in right to the Lien of any other person, except for Permitted Liens Person (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien lien on registered trademarks and patents, trademark and patent applications and registered copyrights acquired by the Loan Parties grantors after the Closing Restatement Effective Date). (c) The MortgagesEach Foreign Pledge Agreement and each Foreign Security Agreement is effective to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Collateral described in a Foreign Pledge Agreement, when certificates or promissory notes, as applicable, representing such Pledged Collateral are delivered to the Collateral Agent, and, in the case of the Collateral described in a Foreign Security Agreement, when filings are made in the appropriate offices in each relevant jurisdiction and the other actions, if any, executed and delivered specified on such Schedule are taken, the Closing Date areCollateral Agent (for the benefit of the Secured Parties) shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations described therein, in each case prior and superior in right to any other person (except, in the case of Collateral other than Pledged Collateral, Liens expressly permitted by Section 6.02(a) and Liens having priority by operation of law). (d) The Mortgages executed and delivered entered into after the Closing Restatement Effective Date pursuant to Section 5.10 shall be, be effective to create in favor of the Collateral Agent (for the benefit of the Secured Parties) a legal, valid and enforceable Liens Lien on all of the Loan Parties’ rightsright, titles title and interests interest in and to the Mortgaged Property thereunder and the proceeds thereof, and when such Mortgages are filed or recorded in the proper real estate filing or recording offices, and all relevant mortgage taxes and recording charges are duly paid, the Collateral Agent (for the benefit of the Secured Parties) shall have valid Liens with record notice to third parties a fully perfected Lien on, and security interests interest in, all rightsright, titles title and interests interest of the Loan Parties in such Mortgaged Property and, to the extent applicable, subject to Section 9-315 of the Uniform Commercial Code, the proceeds thereof, in each case prior and superior in right to the Lien of any other personPerson, except for Permitted Liens. (d) Notwithstanding anything herein (including this Section 3.17) or in any other Loan Document to the contrary, (i) each of the parties hereto acknowledges and agrees that licensing by the Gaming Authorities may be required to enforce and/or exercise or foreclose upon certain security interests and such enforcement and/or exercise or foreclosure may be otherwise limited by the Gaming Laws and (ii) neither the Borrower nor any other Loan Party makes any representation or warranty as to the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary, or as than with respect to the rights of a Person pursuant to Liens expressly permitted by Section 6.02(a) and remedies Liens having priority by operation of the Agents or any Lender with respect thereto, under foreign law.

Security Documents. (a) The Collateral Agreement and the Holdings Guarantee and Pledge Agreement are Each Security Document is effective to create in favor of the Collateral Agent (Trustee for the benefit of the Secured Parties), in each case, Parties a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. As of the Closing Date, in . (b) In the case of the Pledged Collateral described in the U.S. Collateral Agreement and the Holdings Guarantee and Pledge Agreement, when certificates or promissory notes, as applicable, representing such Pledged Collateral and required to be delivered under the applicable Security Document U.S. Collateral Agreement are delivered to the Collateral AgentTrustee, and in the case of the other Collateral described in the U.S. Collateral Agreement (other than the registered or applied for Intellectual Property), when financing statements and other filings specified in the Perfection Certificate are filed in the offices specified in the Perfection Certificate, the Collateral Agent Trustee (for the benefit of the Secured Parties) shall have a fully perfected first priority Lien (subject to Permitted Liens) on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and, subject to Section 9-315 of the New York Uniform Commercial Code, the proceeds thereof, as security for the Obligations to the extent perfection can be obtained by filing Uniform Commercial Code financing statementsstatements or possession or control, in each case prior and superior in right to the Lien of any other person (except (x) Liens having priority by operation of law and (y) in the case of Collateral other than certificated securities and instruments of which the Collateral Agent has possession, Permitted Liens). (bc) When the U.S. Collateral Agreement or an ancillary document thereunder is properly filed and recorded in the United States Patent and Trademark Office and the United States Copyright Office, and, with respect to Collateral in which a security interest cannot be perfected by such filings, upon the proper filing of the financing statements referred to in clause (a) above, the Collateral Agent Trustee (for the benefit of the Secured Parties) shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties thereunder in the United States Intellectual Property included in the Collateral (but, in the case of the United States registered copyrights included in the Collateral, only to the extent such United States registered copyrights are listed in such ancillary document filed with the United States Copyright Office) listed in such ancillary document, in each case prior and superior in right to the Lien of any other person, except for Permitted Liens (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks and patents, trademark and patent applications and registered copyrights acquired by the Loan Parties after the Closing Date). (cd) The Mortgages, if any, executed and delivered on When the Closing Date are, and the Mortgages executed and delivered after the Closing Date perfection actions required to be taken pursuant to Section 5.10 shall beterms of each Security Document are taken, effective to create in favor of the Collateral Agent (Trustee for the benefit of the Secured Parties) legalParties (or where required under local law, valid and enforceable Liens on all of the Loan Parties’ rights, titles and interests in and to the Mortgaged Property thereunder and the proceeds thereof, and when such Mortgages are filed or recorded in the proper real estate filing or recording offices, and all relevant mortgage taxes and recording charges are duly paid, the Collateral Agent (for the benefit favor of the Secured Parties) shall have valid perfected Liens with record notice to third parties on, on and security interests in, all rightsright, titles title and interests interest of the Loan Parties in such Mortgaged Property and, to the extent applicable, subject to Section 9-315 of the Uniform Commercial Code, the proceeds thereofCollateral described therein, in each case prior and superior with the priority such Liens are expressed to have within the relevant Security Documents, in right each case to the Lien of any other personextent, except for Permitted Liens. (d) Notwithstanding anything herein (including this Section 3.17) or in any other Loan Document and subject to the contraryprovisions, (i) each of the parties hereto acknowledges and agrees that licensing by the Gaming Authorities may be required to enforce limitations and/or exercise or foreclose upon certain security interests and such enforcement and/or exercise or foreclosure may be otherwise limited by the Gaming Laws and (ii) neither the Borrower nor any other Loan Party makes any representation or warranty as to the effects of perfection or non-perfectionexceptions, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary, or as to the rights and remedies of the Agents or any Lender with respect thereto, under foreign lawset forth therein.

Security Documents. (a) The Collateral Agreement and the Holdings Guarantee and Pledge Agreement are effective to create creates in favor of the Collateral Agent (Agent, for the benefit of the Secured Lender Parties), in each case, a legal, valid valid, continuing and enforceable security interest in the Pledged Collateral (as defined in the Pledge Agreement), the enforceability of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law, and the Pledged Securities (as defined in the Pledge Agreement) have been delivered to Agent (together with stock powers or other appropriate instruments of transfer executed in blank form). Agent has on the Closing Date (subject to Section 6.7(b)), and, assuming Agent retains possession of the Pledged Collateral, Agent will to continue to have thereafter, a fully perfected first priority Lien on, and security interest in, to and under all right, title and interest of each pledgor thereunder in such Collateral, and such security interest is in each case prior and superior in right and interest to any other Person (other than Permitted Liens having priority by operation of applicable law). (b) The Security Agreement creates in favor of Agent, for the benefit of the Lender Parties, a legal, valid, continuing and enforceable security interest in the Collateral described therein (as defined in the Security Agreement), the enforceability of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and proceeds thereofsubject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. As The financing statements, releases and other filings are in appropriate form and have been or will be filed in the offices specified in Schedule V of the Closing Date, Security Agreement. Upon such filings and/or the obtaining of “control” (as defined in the case UCC), Agent will have a perfected Lien on, and security interest in, to and under all right, title and interest of the Pledged grantors thereunder in all Collateral described that may be perfected by filing, recording or registering a financing statement or analogous document (including without limitation the proceeds of such Collateral subject to the limitations relating to such proceeds in the Collateral Agreement and the Holdings Guarantee and Pledge AgreementUCC) or by obtaining control, when certificates or promissory notes, as applicable, representing such Pledged Collateral and required to be delivered under the applicable Security Document are delivered UCC (in effect on the date this representation is made) in each case prior and superior in right to the Collateral Agent, and in the case of the any other Collateral described in the Collateral Agreement Person (other than Permitted Liens having priority by operation of applicable law). (c) When the Intellectual Property), Security Agreement (or a short form thereof) is filed in the United States Patent and Trademark Office and the United States Copyright Office and when financing statements statements, releases and other filings specified in the Perfection Certificate appropriate form are filed in the offices specified in the Perfection Certificate, the Collateral Agent (for the benefit Schedule V of the Secured Parties) Security Agreement, Agent shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan applicable Credit Parties in such the Intellectual Property Collateral and(as defined in the Security Agreement) in which a security interest may be perfected by filing, subject to Section 9-315 of recording or registering a security agreement, financing statement or analogous document in the New York Uniform Commercial Code, United States Patent and Trademark Office or the proceeds thereofUnited States Copyright Office, as security for the Obligations to the extent perfection can be obtained by filing Uniform Commercial Code financing statementsapplicable, in each case prior and superior in right to the Lien of any other person (except (x) Liens having priority by operation of law and (y) in the case of Collateral other than certificated securities and instruments of which the Collateral Agent has possession, Permitted Liens). (b) When the Collateral Agreement or an ancillary document thereunder is properly filed and recorded in the United States Patent and Trademark Office and the United States Copyright Office, and, with respect to Collateral in which a security interest cannot be perfected by such filings, upon the proper filing of the financing statements referred to in clause (a) above, the Collateral Agent (for the benefit of the Secured Parties) shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties thereunder in the United States Intellectual Property included in the Collateral (but, in the case of the United States registered copyrights included in the Collateral, only to the extent such United States registered copyrights are listed in such ancillary document filed with the United States Copyright Office) listed in such ancillary document, in each case prior and superior in right to the Lien of any other person, except for Permitted Liens Person (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks and patentstrademarks, trademark and patent applications and registered copyrights acquired by the Loan Credit Parties after the Closing Datedate hereof) (other than Permitted Liens having priority by operation of applicable law). (c) The Mortgages, if any, executed and delivered on the Closing Date are, and the Mortgages executed and delivered after the Closing Date pursuant to Section 5.10 shall be, effective to create in favor of the Collateral Agent (for the benefit of the Secured Parties) legal, valid and enforceable Liens on all of the Loan Parties’ rights, titles and interests in and to the Mortgaged Property thereunder and the proceeds thereof, and when such Mortgages are filed or recorded in the proper real estate filing or recording offices, and all relevant mortgage taxes and recording charges are duly paid, the Collateral Agent (for the benefit of the Secured Parties) shall have valid Liens with record notice to third parties on, and security interests in, all rights, titles and interests of the Loan Parties in such Mortgaged Property and, to the extent applicable, subject to Section 9-315 of the Uniform Commercial Code, the proceeds thereof, in each case prior and superior in right to the Lien of any other person, except for Permitted Liens. (d) Notwithstanding anything herein (including this Section 3.17) or in any other Loan Document to the contrary, (i) each of the parties hereto acknowledges and agrees that licensing by the Gaming Authorities may be required to enforce and/or exercise or foreclose upon certain security interests and such enforcement and/or exercise or foreclosure may be otherwise limited by the Gaming Laws and (ii) neither the Borrower nor any other Loan Party makes any representation or warranty as to the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary, or as to the rights and remedies of the Agents or any Lender with respect thereto, under foreign law.

Security Documents. (a) The Collateral Agreement and the Holdings Guarantee and Pledge Agreement are is effective to create in favor of the Collateral Agent (Agent, for the benefit of the Secured Parties), in each case, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. As of the Closing Date, in In the case of the Pledged Stock (as defined in the Collateral Agreement) described in the Collateral Agreement and the Holdings Guarantee and Pledge Agreement, when stock certificates or promissory notes, as applicable, representing such Pledged Collateral and required to be delivered under the applicable Security Document Stock are delivered to the Collateral Agent, and in the case of the other Collateral described in the Collateral Agreement (other than the Intellectual Property, as defined in the Collateral Agreement), when financing statements and other filings specified in on Schedule 5 of the Perfection Certificate in appropriate form are filed in the offices specified in on Schedule 6 of the Perfection CertificateCertificate (as updated by the Borrower from time to time in accordance with Section 5.03), the Collateral Agent (for the benefit of the Secured Parties) Agreement shall have constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and, subject to Section 9-315 of the New York Uniform Commercial Code, and the proceeds thereof, as security for the Obligations to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, in each case prior and superior in right to the Lien of any other person Person (except (x) Liens having priority by operation of law and (y) except, in the case of Collateral other than certificated securities and instruments of which the Collateral Agent has possessionPledged Stock, Permitted LiensLiens permitted by Section 6.02(a)). (b) When the Collateral Agreement or an ancillary document thereunder a summary thereof is properly filed and recorded in the United States Patent and Trademark Office and the United States Copyright Office, and, with respect to Collateral in which a security interest cannot be perfected by such filings, upon the proper filing of the financing statements referred to in clause paragraph (a) above, the Collateral Agent (for the benefit of the Secured Parties) Agreement and such financing statements shall have constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties grantors thereunder in the United States Intellectual Property included (as defined in the Collateral (but, in the case of the United States registered copyrights included in the Collateral, only to the extent such United States registered copyrights are listed in such ancillary document filed with the United States Copyright Office) listed in such ancillary documentAgreement), in each case prior and superior in right to the Lien of any other person, except for Permitted Liens Person (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien lien on registered trademarks and patents, trademark and patent applications and registered copyrights acquired by the Loan Parties grantors after the Closing Datedate hereof). (c) The Mortgages, if any, executed and delivered on the Closing Date are, and the Mortgages executed and delivered entered into after the Closing Effective Date pursuant to Section 5.10 5.13 shall be, be effective to create in favor of the Collateral Agent (Agent, for the ratable benefit of the Secured Parties) , a legal, valid and enforceable Liens Lien on all of the Loan Parties’ rights' right, titles title and interests interest in and to the Mortgaged Property thereunder and the proceeds thereof, and when such Mortgages are filed or recorded in the proper real estate filing or recording offices, and all relevant mortgage taxes and recording charges are duly paid, the Collateral Agent (for the benefit of the Secured Parties) such Mortgages shall have valid Liens with record notice to third parties constitute a fully perfected Lien on, and security interests interest in, all rightsright, titles title and interests interest of the Loan Parties in such Mortgaged Mortgages Property and, to the extent applicable, subject to Section 9-315 of the Uniform Commercial Code, and the proceeds thereof, in each case prior and superior in right to the Lien of any other personPerson, except for Permitted Liens. (d) Notwithstanding anything herein (including this Section 3.17) or in any other Loan Document to the contrary, (i) each of the parties hereto acknowledges and agrees that licensing by the Gaming Authorities may be required to enforce and/or exercise or foreclose upon certain security interests and such enforcement and/or exercise or foreclosure may be otherwise limited by the Gaming Laws and (ii) neither the Borrower nor any other Loan Party makes any representation or warranty as to the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary, or as than with respect to the rights and remedies of the Agents or any Lender with respect thereto, under foreign lawPerson pursuant to Liens expressly permitted by Section 6.02(a).

Security Documents. (a) The Collateral Security Agreement and the Holdings Guarantee and Pledge Agreement are effective to create creates in favor of the Collateral Agent (Agent, for the benefit of the Secured Parties), in each caseCredit Parties referred to therein, a legal, valid valid, and enforceable security interest in the Collateral described therein and proceeds thereof. As of the Closing Date, (as defined in the case Security Agreement), the enforceability of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. Upon the Pledged Collateral described filing of UCC financing statements in proper form, and delivery to the Collateral Agreement and the Holdings Guarantee and Pledge Agreement, when certificates or promissory notes, as applicable, representing such Pledged Collateral and Agent of all possessory collateral required to be delivered under by the applicable Security Document are delivered to Agreement and/or the obtaining of “control” (as defined in the UCC) by the Collateral Agent (or, so long as the Intercreditor Agreement is in effect and the Term Loan Agent is acting as agent for the Collateral Agent pursuant thereto for purposes of obtaining possession of or establishing control over certain Collateral, to or by the Term Loan Agent), the Collateral Agent for the benefit of the Credit Parties, will have a perfected Lien on, and in the case security interest in, to and under all right, title and interest of the other grantors thereunder in all Collateral described in the Collateral Agreement (other than those DDAs for which the Intellectual Property)Agents have not required a Blocked Account Agreement) that may be perfected under the UCC (in effect on the date this representation is made) by filing, recording or registering a financing statement or by obtaining control or possession, in each case prior and superior in right to any other Person to the extent required by the Loan Documents, subject to Permitted Encumbrances having priority under applicable Law. (b) When the Security Agreement (or a short form thereof) in proper form is filed in the United States Patent and Trademark Office and the United States Copyright Office and when financing statements statements, releases and other filings specified in the Perfection Certificate appropriate form are filed in the offices specified in on Schedule II of the Perfection CertificateSecurity Agreement, the Collateral Agent (for the benefit of the Secured Parties) shall have a fully perfected Lien on, and security interest in, all right, title and interest of the applicable Loan Parties in such the Intellectual Property Collateral and(as defined in the Security Agreement) in which a security interest may be perfected by filing, subject to Section 9-315 of recording or registering a security agreement, financing statement or analogous document in the New York Uniform Commercial Code, United States Patent and Trademark Office or the proceeds thereofUnited States Copyright Office, as security for the Obligations to the extent perfection can be obtained by filing Uniform Commercial Code financing statementsapplicable, in each case prior and superior in right to the Lien of any other person (except (x) Liens having priority by operation of law and (y) in the case of Collateral other than certificated securities and instruments of which the Collateral Agent has possession, Permitted Liens). (b) When the Collateral Agreement or an ancillary document thereunder is properly filed and recorded in the United States Patent and Trademark Office and the United States Copyright Office, and, with respect to Collateral in which a security interest cannot be perfected by such filings, upon the proper filing of the financing statements referred to in clause (a) above, the Collateral Agent (for the benefit of the Secured Parties) shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties thereunder in the United States Intellectual Property included in the Collateral (but, in the case of the United States registered copyrights included in the Collateral, only Person to the extent such United States registered copyrights are listed in such ancillary document filed with required by the United States Copyright Office) listed in such ancillary documentLoan Documents, in each case prior and superior in right subject to the Lien of any other person, except for Permitted Liens Encumbrances having priority under applicable Law (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks and patentstrademarks, trademark and patent applications and registered copyrights acquired by the Loan Parties after the Closing Restatement Effective Date). (c) The Mortgages, if any, executed and delivered on the Closing Date are, and the Mortgages executed and delivered after the Closing Date pursuant to Section 5.10 shall be, effective to create in favor of the Collateral Agent (for the benefit of the Secured Parties) legal, valid and enforceable Liens on all of the Loan Parties’ rights, titles and interests in and to the Mortgaged Property thereunder and the proceeds thereof, and when such Mortgages are filed or recorded in the proper real estate filing or recording offices, and all relevant mortgage taxes and recording charges are duly paid, the Collateral Agent (for the benefit of the Secured Parties) shall have valid Liens with record notice to third parties on, and security interests in, all rights, titles and interests of the Loan Parties in such Mortgaged Property and, to the extent applicable, subject to Section 9-315 of the Uniform Commercial Code, the proceeds thereof, in each case prior and superior in right to the Lien of any other person, except for Permitted Liens. (d) Notwithstanding anything herein (including this Section 3.17) or in any other Loan Document to the contrary, (i) each of the parties hereto acknowledges and agrees that licensing by the Gaming Authorities may be required to enforce and/or exercise or foreclose upon certain security interests and such enforcement and/or exercise or foreclosure may be otherwise limited by the Gaming Laws and (ii) neither the Borrower nor any other Loan Party makes any representation or warranty as to the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary, or as to the rights and remedies of the Agents or any Lender with respect thereto, under foreign law.

Security Documents. (a) The Collateral Agreement Subject to, in the case of the UK Security Documents, the UK Legal Reservations and the Holdings Guarantee and Pledge Agreement UK Perfection Requirements, (a) the provisions of the Security Documents are effective to create in favor of the Collateral Agent (for the benefit of the Secured Parties), in each case, Parties a legal, valid valid, and enforceable security interest in the Collateral described therein and proceeds thereof. As of the Closing Date, in the case of the Pledged Collateral described in the Collateral Agreement and the Holdings Guarantee and Pledge Agreement, when certificates or promissory notes, as applicable, representing such Pledged Collateral and required to be delivered under the applicable Security Document are delivered to the Collateral Agent, and in the case of the other Collateral described in the Collateral Agreement (other than the Intellectual Property), when financing statements and other filings specified in the Perfection Certificate are filed in the offices specified in the Perfection Certificate, the Collateral Agent (for the benefit of the Secured Parties) shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties party thereto in such the Collateral anddescribed therein, and subject to Section 9-315 the recordation of the New York Uniform Commercial Codedocuments described in this Section 8.12, the proceeds thereofCollateral Agent, as security for the Obligations to benefit of the extent perfection can be obtained by filing Uniform Commercial Code financing statementsSecured Parties, will have a fully perfected security interest in all right, title and interest in all of the Collateral described therein, in each case prior and superior subject to no Liens other than Permitted Liens (it being understood that the Permitted Liens described in right clause (1) of the definition thereof are subject to the Lien terms of any other person (except (x) Liens having priority by operation the applicable Intercreditor Agreements). The filing of law Form UCC-1s in respect of the security interest in U.S. Patents, if applicable, and (y) the security interest in U.S. Trademarks, if applicable, made pursuant to the Pledge and Security Agreement, in each case, together with the recordation of the grant of security interest in the case of Collateral other than certificated securities respective form attached to the Pledge and instruments of which the Collateral Agent has possession, Permitted Liens). (b) When the Collateral Security Agreement or an ancillary document thereunder is properly filed and recorded in the United States Patent and Trademark Office and the United States Copyright Office, andwill create, with respect to Collateral in which a security interest cannot the extent as may be perfected by such filings, upon a perfected security interest in the proper filing United States trademarks and patents covered by the Pledge and Security Agreement, and the recordation of the financing statements referred grant of security interest in U.S. Copyrights, if applicable, according to a Form Copyright Security Agreement filed with the United States Copyright Office made pursuant to the Pledge and Security Agreement, will create, to the extent as may be perfected by such recordation, a perfected security interest in clause the United States copyrights covered by the Pledge and Security Agreement. (ab) aboveSubject to the terms of the ABL/Term Loan/Notes Intercreditor Agreement, the security interests created under the Pledge and Security Agreement in favor of the Collateral Agent (Agent, as pledgee, for the benefit of the Secured Parties) shall have a fully , constitute perfected Lien on, and security interest in, all right, title and interest of the Loan Parties thereunder in the United States Intellectual Property included interests in the Collateral (but, described in the case of the United States registered copyrights included in the Collateral, only Pledge and Security Agreement to the extent such United States registered copyrights are listed in such ancillary document filed with the United States Copyright Office) listed in such ancillary documentCollateral is an Equity Interest or a promissory note (including any Intercompany Note, in each case prior and superior in right subject to the Lien no security interests of any other personPerson (other than, except for subject to the terms of the applicable Intercreditor Agreements, Permitted Liens Liens)). No filings or recordings are required in order to perfect (it being understood that subsequent recordings or maintain the perfection or priority of) the security interests created in the United States Patent Collateral described in the Pledge and Trademark Office Security Agreement to the extent such Collateral is an Equity Interest or a promissory note (including any Intercompany Note) other than such filings or recording that have already been made and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks and patents, trademark and patent applications and registered copyrights acquired by the Loan Parties after the Closing Date)are still in effect. (c) The MortgagesEach Mortgage, if anywhen recorded, executed creates, as security for the obligations purported to be secured thereby, a valid and delivered enforceable perfected security interest in and mortgage lien on the Closing Date are, and the Mortgages executed and delivered after the Closing Date pursuant to Section 5.10 shall be, effective to create Mortgaged Property described therein in favor of the Collateral Agent (or such other trustee as may be required or desired under local law) for the benefit of the Secured Parties) legal, valid superior and enforceable Liens on all of the Loan Parties’ rights, titles and interests in and prior to the Mortgaged Property thereunder rights of all third Persons (except that the security interest and the proceeds thereof, and when such Mortgages are filed or recorded in the proper real estate filing or recording offices, and all relevant mortgage taxes and recording charges are duly paid, the Collateral Agent (for the benefit of the Secured Parties) shall have valid Liens with record notice to third parties on, and security interests in, all rights, titles and interests of the Loan Parties in lien created on such Mortgaged Property and, may be subject to the extent applicablePermitted Liens related thereto and, subject to Section 9-315 the terms of the Uniform Commercial Code, the proceeds thereof, in each case prior and superior in right to the Lien of any other person, except for Permitted LiensABL/Term Loan/Notes Intercreditor Agreement). (d) Notwithstanding anything herein (including this Section 3.17) or in any other Loan Document to the contrary, (i) each of the parties hereto acknowledges and agrees that licensing by the Gaming Authorities may be required to enforce and/or exercise or foreclose upon certain security interests and such enforcement and/or exercise or foreclosure may be otherwise limited by the Gaming Laws and (ii) neither the Borrower nor any other Loan Party makes any representation or warranty as to the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary, or as to the rights and remedies of the Agents or any Lender with respect thereto, under foreign law.

Security Documents. (a) The Each of the Collateral Agreement and the Holdings Guarantee and Pledge Agreement are is effective to create in favor of the Collateral Agent (for the benefit of the Secured Parties), in each case, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. As of the Closing Date, in the case of the Pledged Collateral described in the Collateral Agreement and the Holdings Guarantee and Pledge Agreement, when certificates or promissory notes, as applicable, representing such Pledged Collateral and required to be delivered under the applicable Security Document are delivered to the Collateral Agent, and in the case of the other Collateral described in the Collateral Agreement (other than the Intellectual Property), when financing statements and other filings specified in the Perfection Certificate are filed in the offices specified in the Perfection Certificate, the Collateral Agent (for the benefit of the Secured Parties) shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and, subject to Section 9-315 of the New York Uniform Commercial Code, the proceeds thereof, as security for the Obligations to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, in each case prior and superior in right to the Lien of any other person (except (x) Liens having priority by operation of law and (y) in the case of Collateral other than certificated securities and instruments of which the Collateral Agent has possession, Permitted Liens). (b) When the Collateral Agreement or an ancillary document thereunder is properly filed and recorded in the United States Patent and Trademark Office and the United States Copyright Office, and, with respect to Collateral in which a security interest cannot be perfected by such filings, upon the proper filing of the financing statements referred to in clause (a) above, the Collateral Agent (for the benefit of the Secured Parties) shall have a fully perfected Lien (subject to exceptions arising from defects in the chain of title, which defects in the aggregate do not constitute a Material Adverse Effect hereunder) Xxxx on, and security interest in, all right, title and interest of the Loan Parties thereunder in the United States material domestic Intellectual Property included in the Collateral (but, in the case of the United States registered copyrights included in the Collateral, only to the extent such United States registered copyrights are listed in such ancillary document filed with the United States Copyright Office) listed in such ancillary document, in each case prior and superior in right to the Lien of any other person, except for Permitted Liens (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on material registered trademarks and patents, trademark and patent applications and registered copyrights acquired by the Loan Parties after the Closing Date). (c) The Mortgages, if any, executed and delivered on the Closing Date are, and the Mortgages executed and delivered after the Closing Date pursuant to Section 5.10 shall be, effective to create in favor of the Collateral Agent (for the benefit of the Secured Parties) legal, valid and enforceable Liens on all of the Loan Parties’ rights, titles and interests in and to the Mortgaged Property thereunder and the proceeds thereof, and when such Mortgages are filed or recorded in the proper real estate filing or recording offices, and all relevant mortgage taxes and recording charges are duly paid, the Collateral Agent (for the benefit of the Secured Parties) shall have valid Liens with record notice to third parties on, and security interests in, all rights, titles and interests of the Loan Parties in such Mortgaged Property and, to the extent applicable, subject to Section 9-315 of the Uniform Commercial Code, the proceeds thereof, in each case prior and superior in right to the Lien of any other person, except for Permitted Liens. (d) Notwithstanding anything herein (including this Section 3.17) or in any other Loan Document to the contrary, (i) each of the parties hereto acknowledges and agrees that licensing by the Gaming Authorities may be required to enforce and/or exercise no Borrower or foreclose upon certain security interests and such enforcement and/or exercise or foreclosure may be otherwise limited by the Gaming Laws and (ii) neither the Borrower nor any other Loan Party makes any representation or warranty as to the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary, or as to the rights and remedies of the Agents or any Lender with respect thereto, under foreign law.

Security Documents. (a1) The Collateral Security Agreement and the Holdings Guarantee and Pledge Agreement are is effective to create in favor of the Collateral Agent (for the benefit of the Secured Parties), ) legal and valid Liens on the Collateral described therein; and when financing statements in each caseappropriate form are filed in the offices specified on Schedule IV to the Security Agreement, a legal, valid and enforceable short form grant of security interest in intellectual property (in substantially the Collateral described therein and proceeds thereof. As form of Exhibit III to the Closing DateSecurity Agreement (for trademarks), Exhibit IV to the Security Agreement (for patents) or Exhibit V to the Security Agreement (for copyrights) (any such short form grants of security interest in intellectual property, collectively, the “Intellectual Property Security Agreements”)) is properly filed in the case of United States Patent and Trademark Office or the United States Copyright Office, as applicable, and the Pledged Collateral described in the Collateral Security Agreement and the Holdings Guarantee and Pledge Agreement, when certificates or promissory notes, as applicable, representing such Pledged Collateral and required to be delivered under the applicable Security Document are is delivered to the Collateral Agent, the Liens on the Collateral granted pursuant to the Security Agreement will constitute fully perfected Liens on all right, title and in the case interest of the grantors in such Collateral in which (and to the extent) a security interest can be perfected under Article 9 of the Uniform Commercial Code by such filings, in each case prior to and superior in right of the Lien of any other Collateral described in the Collateral Agreement Person (other than the Intellectual Propertyexcept for Permitted Liens), when . (2) When financing statements and other filings specified in the Perfection Certificate appropriate form are filed in the offices specified on Schedule IV to the Security Agreement and the Security Agreement or a summary thereof or an Intellectual Property Security Agreement is properly filed in the Perfection CertificateUnited States Patent and Trademark Office or the United States Copyright Office, as applicable, the Liens on the Collateral Agent (for granted pursuant to the benefit of the Secured Parties) Security Agreement shall have a constitute fully perfected Lien on, and security interest in, Liens on all right, title and interest of the Loan Parties thereunder in such Collateral and, subject to Section 9-315 of the New York Uniform Commercial Code, the proceeds thereof, as security for the Obligations to the extent perfection can be obtained by filing Uniform Commercial Code financing statementsdomestic intellectual property, in each case prior and superior in right to the Lien of any other person Person (except (x) Liens having priority by operation of law and (y) in the case of Collateral other than certificated securities and instruments of which the Collateral Agent has possession, Permitted Liens). (b) When the Collateral Agreement or an ancillary document thereunder is properly filed and recorded in the United States Patent and Trademark Office and the United States Copyright Office, and, with respect to Collateral in which a security interest cannot be perfected by such filings, upon the proper filing of the financing statements referred to in clause (a) above, the Collateral Agent (for the benefit of the Secured Parties) shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties thereunder in the United States Intellectual Property included in the Collateral (but, in the case of the United States registered copyrights included in the Collateral, only to the extent such United States registered copyrights are listed in such ancillary document filed with the United States Copyright Office) listed in such ancillary document, in each case prior and superior in right to the Lien of any other person, except for Permitted Liens Liens) (it being understood that subsequent recordings in the United States Patent and Trademark Office and or the United States Copyright Office may be necessary to perfect a Lien on registered trademarks and patents, trademark and patent applications and registered copyrights acquired by the Loan Parties grantors after the Closing Date). (c) The Mortgages, if any, executed and delivered on the Closing Date are, and the Mortgages executed and delivered after the Closing Date pursuant to Section 5.10 shall be, effective to create in favor of the Collateral Agent (for the benefit of the Secured Parties) legal, valid and enforceable Liens on all of the Loan Parties’ rights, titles and interests in and to the Mortgaged Property thereunder and the proceeds thereof, and when such Mortgages are filed or recorded in the proper real estate filing or recording offices, and all relevant mortgage taxes and recording charges are duly paid, the Collateral Agent (for the benefit of the Secured Parties) shall have valid Liens with record notice to third parties on, and security interests in, all rights, titles and interests of the Loan Parties in such Mortgaged Property and, to the extent applicable, subject to Section 9-315 of the Uniform Commercial Code, the proceeds thereof, in each case prior and superior in right to the Lien of any other person, except for Permitted Liens. (d3) Notwithstanding anything herein (including this Section 3.173.14) or in any other Loan Document to the contrary, (i) each of the parties hereto acknowledges and agrees that licensing by the Gaming Authorities may be required to enforce and/or exercise or foreclose upon certain security interests and such enforcement and/or exercise or foreclosure may be otherwise limited by the Gaming Laws and (ii) neither the Borrower nor any other Loan Party makes any representation or warranty as to the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary, or as to the rights and remedies of the Agents or any Lender with respect thereto, under foreign law.

Security Documents. (a) The Each of the Collateral Agreement and the Holdings Guarantee and Pledge Agreement are is effective to create in favor of the Collateral Agent (for the benefit of the Secured Parties), in each case, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. As of the Closing Date, in the case of the Pledged Collateral described in the Collateral Agreement and the Holdings Guarantee and Pledge Agreement, when certificates or promissory notes, as applicable, representing such Pledged Collateral and required to be delivered under the applicable Security Document are delivered to the Collateral Agent, and in the case of the other Collateral described in the Collateral Agreement (other than the Intellectual Property), when financing statements and other filings specified in the Perfection Certificate are filed in the offices specified in the Perfection Certificate, the Collateral Agent (for the benefit of the Secured Parties) shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and, subject to Section 9-315 of the New York Uniform Commercial Code, the proceeds thereof, as security for the Obligations to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, in each case prior and superior in right to the Lien of any other person (except (x) Liens having priority by operation of law and (y) in the case of Collateral other than certificated securities and instruments of which the Collateral Agent has possession, Permitted Liens). (b) When the Collateral Agreement or an ancillary document thereunder is properly filed and recorded in the United States Patent and Trademark Office and the United States Copyright Office, and, with respect to Collateral in which a security interest cannot be perfected by such filings, upon the proper filing of the financing statements referred to in clause (a) above, the Collateral Agent (for the benefit of the Secured Parties) shall have a fully perfected (subject to exceptions arising from defects in the chain of title, which defects in the aggregate do not constitute a Material Adverse Effect hereunder) Lien on, and security interest in, all right, title and interest of the Loan Parties thereunder in the United States Intellectual Property included in the Collateral (but, in the case of the United States registered copyrights included in the Collateral, only to the extent such United States registered copyrights are listed in such ancillary document filed with the United States Copyright Office) listed in such ancillary document, in each case prior and superior in right to the Lien of any other person, except for Permitted Liens (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks and patents, trademark and patent applications and registered copyrights and exclusive licenses of registered copyrights acquired by the Loan Parties after the Closing Date). (c) The Mortgages, if any, executed and delivered on the Closing Date are, and the Mortgages executed and delivered after the Closing Date pursuant to Section 5.10 5.11 shall be, in a form effective to create in favor of the Collateral Agent (for the benefit of the Secured Parties) legal, valid and enforceable Liens on all of the Loan Parties’ rights, titles and interests in and to the Mortgaged Property thereunder and the proceeds thereof, and when such Mortgages are filed filed, recorded or recorded registered in the proper real estate filing or recording officesoffices or registry, and all relevant mortgage taxes and taxes, recording charges and similar amounts are duly paid, the Collateral Agent (for the benefit of the Secured Parties) shall have valid Liens with record notice to third parties on, and security interests in, all rights, titles and interests of the Loan Parties in such Mortgaged Property and, to the extent applicable, subject to Section 9-315 of the Uniform Commercial CodeCode where applicable, the proceeds thereof, in each case prior and superior in right to the Lien of any other person, except for Permitted Liens. (d) Notwithstanding anything herein (including this Section 3.17) or in any other Loan Document to the contrary, (i) each of the parties hereto acknowledges and agrees that licensing by the Gaming Authorities may be required to enforce and/or exercise no Borrower or foreclose upon certain security interests and such enforcement and/or exercise or foreclosure may be otherwise limited by the Gaming Laws and (ii) neither the Borrower nor any other Loan Party makes any representation or warranty as to the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary, or as to the rights and remedies of the Agents or any Lender with respect thereto, under foreign law.

Security Documents. (a) The Collateral Agreement and the Holdings Guarantee and Pledge Agreement are Each Security Document is effective to create in favor of the Collateral Agent (for the benefit of the Secured Parties), in each case, ) a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. As of the Closing Date, in the case of the Pledged Collateral described in the Collateral Agreement and the Holdings Guarantee and Pledge Agreement, when certificates or promissory notes, as applicable, representing such Pledged Collateral and required to be delivered under the applicable Security Document are delivered to the Collateral Agent, and in the case of the other Collateral described in the Collateral Agreement (other than the Intellectual Property), when financing statements and other filings specified in the Perfection Certificate are filed in the offices specified in the Perfection Certificate, the Collateral Agent (for the benefit of the Secured Parties) shall have a fully perfected Lien (subject to all Permitted Liens) on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and, subject to Section 9-315 of the New York Uniform Commercial Code, the proceeds thereof, as security for the Obligations to the extent perfection can be obtained by filing Uniform Commercial Code financing statementsstatements or possession, in each case prior and superior in right to the Lien of any other person (except (x) Liens having priority by operation of law and (y) in the case of Collateral other than certificated securities and instruments of which the Collateral Agent has possession, Permitted Liens). (b) When the Collateral Agreement or an ancillary document thereunder is properly filed and recorded in the United States Patent and Trademark Office and the United States Copyright Office, and, with respect to Collateral in which a security interest cannot be perfected by such filings, upon the proper filing of the financing statements referred to in clause (a) above, the Collateral Agent (for the benefit of the Secured Parties) shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties thereunder in the United States Intellectual Property included in the Collateral (but, in the case of the United States registered copyrights included in the Collateral, only to the extent such United States registered copyrights are listed in such ancillary document filed with the United States Copyright Office) listed in such ancillary document, in each case prior and superior in right to the Lien of any other person, except for Permitted Liens (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks and patents, trademark and patent applications and registered copyrights acquired by the Loan Parties after the Closing Date). (c) The Mortgages, if any, executed and delivered on the Closing Date are, and the Mortgages executed and delivered after the Closing Date pursuant to Section 5.10 shall be, effective to create in favor of the Collateral Agent (for the benefit of the Secured Parties) legal, valid and enforceable Liens on all of the Loan Parties’ rights, titles and interests in and to the Mortgaged Property thereunder and the proceeds thereof, and when such Mortgages are filed or recorded in the proper real estate filing or recording offices, and all relevant mortgage taxes and recording charges are duly paid, the Collateral Agent (for the benefit of the Secured Parties) shall have valid Liens with record notice to third parties on, and security interests in, all rights, titles and interests of the Loan Parties in such Mortgaged Property and, to the extent applicable, subject to Section 9-315 of the Uniform Commercial Code, the proceeds thereof, in each case prior and superior in right to the Lien of any other person, except for Permitted Liens. (d) Notwithstanding anything herein (including this Section 3.17) or in any other Loan Document to the contrary, (i) each of the parties hereto acknowledges and agrees that licensing by the Gaming Authorities may be required to enforce and/or exercise or foreclose upon certain security interests and such enforcement and/or exercise or foreclosure may be otherwise limited by the Gaming Laws and (ii) neither the Borrower nor any other Loan Party makes any representation or warranty as to the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary, or as to the rights and remedies of the Agents or any Lender with respect thereto, under foreign law.

Security Documents. (a) The Collateral Agreement and the Holdings Guarantee and Pledge Agreement are is effective to create in favor of the Collateral Agent (for the benefit of the Secured Parties), in each case, ) a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereofthereof to the extent intended to be created thereby. As of the Closing Date, in In the case of the Pledged Collateral described in the Collateral Agreement and the Holdings Guarantee and Pledge Agreement, when certificates or promissory notes, as applicable, representing such Pledged Collateral and required to be delivered under the applicable Security Document are delivered to the Collateral Agent, and in the case of the other Collateral described in the Collateral Agreement (other than the Intellectual PropertyProperty (as defined in the Collateral Agreement)), when financing statements and other filings specified in the Perfection Certificate appropriate form are filed in the offices specified in on Schedule 3 of the Perfection CertificateCollateral Agreement, the Collateral Agent (for the benefit of the Secured Parties) shall have a fully perfected Lien on, and security interest inin (to the extent required thereby), all right, title and interest of the Loan Parties in such Collateral and, subject to Section 9-315 of the New York Uniform Commercial Code, the proceeds thereof, as security for the Obligations to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, in each case prior and superior in right to the Lien of any other person (except (x) Liens having priority by operation of law and (y) except, in the case of Collateral other than certificated securities and instruments of which the Collateral Agent has possessionPledged Collateral, Permitted LiensLiens expressly permitted by Section 6.02). (b) When the Collateral Agreement or an ancillary document thereunder is Intellectual Property Security Agreements are properly filed and recorded in the United States Patent and Trademark Office and the United States Copyright Office, and, with respect to Collateral comprised of Intellectual Property in which a security interest cannot be perfected by such filings, upon the proper filing of the financing statements referred to in clause paragraph (a) above, the Collateral Agent (for the benefit of the Secured Parties) shall have a fully perfected Lien on, and security interest in (to the extent intended to be created thereby), all right, title and interest of the Loan Parties thereunder in the domestic Intellectual Property included in the Collateral, in each case prior and superior in right to any other person (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a lien on registered trademarks and patents, trademark and patent applications and registered copyrights acquired by the grantors thereunder after the Closing Date) except Liens expressly permitted by Section 6.02. (c) Each Foreign Pledge Agreement is effective to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and the proceeds thereof to the fullest extent permissible under applicable law. In the case of the Pledged Collateral described in a Foreign Pledge Agreement, when certificates representing such Pledged Collateral (if any) are delivered to the Collateral Agent, the Collateral Agent (for the benefit of the Secured Parties) shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties thereunder in the United States Intellectual Property included in the Collateral (but, in the case of the United States registered copyrights included in the Collateral, only to the extent such United States registered copyrights are listed in such ancillary document filed with Collateral and the United States Copyright Office) listed in such ancillary documentproceeds thereof, in each case as security for the Obligations, prior and superior in right to the Lien of any other personperson except Liens expressly permitted by Section 6.02. (d) Each Foreign Security Document is effective to create in favor of the Collateral Agent, except for Permitted Liens (it being understood that subsequent recordings the benefit of the Secured Parties, a legal, valid and enforceable security interest in the United States Patent and Trademark Office Collateral described therein and the United States Copyright Office may be necessary proceeds thereof to perfect the fullest extent permissible under applicable law. In the case of the Collateral described in a Foreign Security Document, the Collateral Agent (for the benefit of the Secured Parties) shall have a fully perfected Lien on registered trademarks on, and patentssecurity interest in, trademark all right, title and patent applications and registered copyrights acquired by interest of the Loan Parties after in such Collateral and the Closing Date)proceeds thereof, as security for the Obligations, prior and superior in right to any other person except Liens expressly permitted by Section 6.02. (ce) The Mortgages, if any, executed and delivered on the Closing Date are, and the Mortgages executed and delivered after the Closing Date pursuant to Section 5.10 5.11 shall be, be effective to create in favor of the Collateral Agent (for the benefit of the Secured Parties) a legal, valid and enforceable Liens Lien on all of the Loan Parties’ rightsright, titles title and interests interest in and to the Mortgaged Property thereunder and the proceeds thereof, and when such Mortgages are filed or recorded in the proper real estate filing or recording offices, and all relevant mortgage taxes and recording charges are duly paid, the Collateral Agent (for the benefit of the Secured Parties) shall have valid Liens with record notice to third parties a fully perfected Lien on, and security interests interest in, all rightsright, titles title and interests interest of the Loan Parties in such Mortgaged Property and, to the extent applicable, subject to Section 9-315 of the Uniform Commercial Code, the proceeds thereof, in each case prior and superior in right to any other person, other than with respect to the rights of a person pursuant to Liens expressly permitted by Section 6.02. (f) After taking the actions specified for perfection therein, each Security Document (excluding the Foreign Pledge Agreements, the Foreign Security Documents, the Collateral Agreement and the Mortgages, each of which is covered by another paragraph of this Section 3.17), when executed and delivered, will be effective under applicable law to create in favor of the Collateral Agent (for the benefit of the Secured Parties) a legal, valid and enforceable security interest in the Collateral subject thereto (to the extent intended to be created thereby), and will constitute a fully perfected Lien on and security interest in all right, title and interest of the Loan Parties in the Collateral subject thereto (to extent required thereby), prior and superior to the rights of any other person, except for Permitted Liensrights secured by Liens expressly provided by Section 6.02. (dg) Notwithstanding anything herein (including this Section 3.17) or in any other Loan Document to the contrary, (i) each other than to the extent set forth in the applicable Foreign Pledge Agreements or Foreign Security Documents, none of the parties hereto acknowledges and agrees that licensing by the Gaming Authorities may be required to enforce and/or exercise Borrower or foreclose upon certain security interests and such enforcement and/or exercise or foreclosure may be otherwise limited by the Gaming Laws and (ii) neither the Borrower nor any other Loan Party makes any representation or warranty as to the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary, Collateral owned by any Foreign Subsidiary Loan Party, or as to the rights and remedies of the Agents or any Lender with respect thereto, under foreign law.

Security Documents. (a) The Collateral provisions of the US Security Agreement shall be effective from and after the Holdings Guarantee and Pledge Agreement are effective Closing Date to create in favor of the Collateral Agent (for the benefit of the Secured Parties), in each case, Parties a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. As of the Closing Date, in the case of the Pledged Collateral described in the Collateral Agreement and the Holdings Guarantee and Pledge Agreement, when certificates or promissory notes, as applicable, representing such Pledged Collateral and required to be delivered under the applicable Security Document are delivered to the Collateral Agent, and in the case of the other Collateral described in the Collateral Agreement (other than the Intellectual Property), when financing statements and other filings specified in the Perfection Certificate are filed in the offices specified in the Perfection Certificate, the Collateral Agent (for the benefit of the Secured Parties) shall have a fully perfected Lien on, and security interest in, all right, title and interest of the US Loan Parties in the Collateral described therein, and the Collateral Agent, for the benefit of the Secured Parties shall have as of the Closing Date (or such later date as agreed to by the Collateral andAgent in its sole discretion) a fully perfected security interest in all right, title and interest in all of the Collateral described therein, subject to Section 9-315 no other Liens other than Liens permitted to be incurred under this Agreement. The recordation of (x) the New York Uniform Commercial Code, US IP Security Agreement in the proceeds thereof, as security for the Obligations respective form attached to the extent perfection can be obtained by filing Uniform Commercial Code financing statementsSecurity Agreement, in each case prior and superior in right to the Lien of any other person (except (x) Liens having priority by operation of law and (y) in the case of Collateral other than certificated securities and instruments of which the Collateral Agent has possession, Permitted Liens). (b) When the Collateral Agreement or an ancillary document thereunder is properly filed and recorded in the United States Patent and Trademark Office and the United States Copyright Office, andtogether with filings on Form UCC-1 made pursuant to the Security Agreement, with respect to Collateral in which a security interest cannot will create from and after the Closing Date, as may be perfected by such filingsfilings and recordation, upon a perfected security interest in the proper filing United States trademarks, copyrights and patents covered by the Security Agreement, subject to no other Liens other than Liens permitted to be incurred under this Agreement. (b) Each Mortgage, when executed and delivered, shall create, as security for the obligations purported to be secured thereby, a valid and enforceable perfected security interest in and mortgage lien on the respective property in favor of the financing statements referred to in clause (a) above, the Collateral Agent (or such other trustee as may be required or desired under local law) for the benefit of the Secured Parties) shall have a fully perfected Lien on, superior and prior to the rights of all third Persons (except that the security interest inand mortgage lien created on such property may be subject to the permitted encumbrances related thereto) and subject to no other Liens (other than permitted encumbrances related thereto). (c) Each Foreign Collateral Document, when executed and delivered, shall create, in favor of the Collateral Agent for the benefit of the Secured Parties a legal, valid and enforceable security interest in all right, title and interest of the Loan Parties thereunder party thereto in the United States Intellectual Property included in the Collateral (but, in the case of the United States registered copyrights included in the Collateral, only to the extent such United States registered copyrights are listed in such ancillary document filed with the United States Copyright Office) listed in such ancillary document, in each case prior and superior in right to the Lien of any other person, except for Permitted Liens (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks and patents, trademark and patent applications and registered copyrights acquired by the Loan Parties after the Closing Date). (c) The Mortgages, if any, executed and delivered on the Closing Date are“collateral” described therein, and the Mortgages executed and delivered after the Closing Date pursuant to Section 5.10 shall beCollateral Agent, effective to create in favor of the Collateral Agent (for the benefit of the Secured PartiesParties shall have as of the Closing Date (or such later date as agreed to by the Collateral Agent in its sole discretion) legala fully perfected security interest in all right, valid title and enforceable Liens on interest in all of the Loan Parties’ rights, titles and interests in and to the Mortgaged Property thereunder and the proceeds thereof, and when such Mortgages are filed or recorded in the proper real estate filing or recording offices, and all relevant mortgage taxes and recording charges are duly paid, the Collateral Agent (for the benefit of the Secured Parties) shall have valid Liens with record notice to third parties on, and security interests in, all rights, titles and interests of the Loan Parties in such Mortgaged Property and, to the extent applicable“collateral” described therein, subject to Section 9-315 of the Uniform Commercial Code, the proceeds thereof, in each case prior and superior in right no other Liens other than Liens permitted to the Lien of any other person, except for Permitted Liensbe incurred under this Agreement. (d) Notwithstanding anything herein (including this Section 3.17) or in any other Loan Document to the contrary, (i) each of the parties hereto acknowledges and agrees that licensing by the Gaming Authorities may be required to enforce and/or exercise or foreclose upon certain security interests and such enforcement and/or exercise or foreclosure may be otherwise limited by the Gaming Laws and (ii) neither the Borrower nor any other Loan Party makes any representation or warranty as to the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary, or as to the rights and remedies of the Agents or any Lender with respect thereto, under foreign law.

Security Documents. (a) The Guarantee and Collateral Agreement and the Holdings Guarantee and Pledge Agreement are is effective to create in favor of the Collateral Agent (Administrative Agent, for the benefit of the Secured Parties), in each caseLenders, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. As of the Closing Date, in In the case of the Pledged Collateral described in the Collateral Agreement and the Holdings Guarantee and Pledge AgreementStock, when stock certificates or promissory notes, as applicable, representing such Pledged Collateral and required to be delivered under the applicable Security Document Stock are delivered to the Collateral AgentAdministrative Agent (together with a properly completed and signed stock power or endorsement), and in the case of the other Collateral described in the Guarantee and Collateral Agreement (other than Agreement, upon the Intellectual Property), when proper filing of UCC financing statements and other filings specified filings, in the Perfection Certificate are filed each case in appropriate form in the offices specified in on Schedule 1(a) of the Perfection Certificate, the Collateral Administrative Agent (for the benefit of the Secured Parties) shall have a fully perfected Lien on, and security interest in, all right, title and interest of the U.S. Loan Parties in such Collateral and, subject to Section 9-315 (other than Intellectual Property governed by or arising or existing under the laws of any jurisdiction other than the New York Uniform Commercial Code, United States) and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case to the extent perfection security interests in such Collateral can be obtained perfected by delivery of such Pledged Stock, the filing Uniform Commercial Code of UCC financing statementsstatements or the filings specified on Schedule 1(a) of the Perfection Certificate, as applicable, in each case prior and superior in right to the Lien of any other person Person (except (x) Liens having priority by operation of law and (y) except, in the case of Collateral other than certificated securities and instruments of which the Collateral Agent has possessionPledged Stock, Permitted LiensLiens permitted by Section 7.3). (b) When the Collateral Agreement or an ancillary document thereunder is properly filed and recorded in the United States Patent and Trademark Office and the United States Copyright Office, and, with respect to Collateral in which a security interest cannot be perfected by such filings, upon the proper filing Each of the financing statements referred Mortgages from and after the execution, delivery and appropriate filing thereof, will be effective to create in clause (a) abovefavor of the Administrative Agent, the Collateral Agent (for the benefit of the Secured PartiesLenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the applicable Mortgage is filed in the applicable office specified on Schedule 5(a) of the Perfection Certificate, each such Mortgage shall have constitute (or continue to constitute, as applicable) a fully perfected Lien on, and security interest in, all right, title and interest of the U.S. Loan Parties thereunder in the United States Intellectual Property included in the Collateral (but, in the case of the United States registered copyrights included in the Collateral, only to the extent such United States registered copyrights are listed in such ancillary document filed with the United States Copyright Office) listed in such ancillary document, in each case prior and superior in right to the Lien of any other person, except for Permitted Liens (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks and patents, trademark and patent applications and registered copyrights acquired by the Loan Parties after the Closing Date). (c) The Mortgages, if any, executed and delivered on the Closing Date are, and the Mortgages executed and delivered after the Closing Date pursuant to Section 5.10 shall be, effective to create in favor of the Collateral Agent (for the benefit of the Secured Parties) legal, valid and enforceable Liens on all of the Loan Parties’ rights, titles and interests in and to the Mortgaged Property thereunder Properties and the proceeds thereof, and when such Mortgages are filed or recorded as security for the Obligations (as defined in the proper real estate filing or recording officesrelevant Mortgage), and all relevant mortgage taxes and recording charges are duly paid, the Collateral Agent (for the benefit of the Secured Parties) shall have valid Liens with record notice to third parties on, and security interests in, all rights, titles and interests of the Loan Parties in such Mortgaged Property and, to the extent applicablefirst priority, subject only to Liens permitted by Section 9-315 of the Uniform Commercial Code, the proceeds thereof, in each case prior and superior in right to the Lien of any other person, except for Permitted Liens7.3. (d) Notwithstanding anything herein (including this Section 3.17) or in any other Loan Document to the contrary, (i) each of the parties hereto acknowledges and agrees that licensing by the Gaming Authorities may be required to enforce and/or exercise or foreclose upon certain security interests and such enforcement and/or exercise or foreclosure may be otherwise limited by the Gaming Laws and (ii) neither the Borrower nor any other Loan Party makes any representation or warranty as to the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary, or as to the rights and remedies of the Agents or any Lender with respect thereto, under foreign law.

Security Documents. (a) The Collateral Agreement and the Holdings Guarantee and Pledge Agreement are is effective to create in favor of the Collateral Administrative Agent (for the benefit of the Secured Parties), in each case, ) a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereofthereof to the extent intended to be created thereby. As of the Closing Date, in In the case of the Pledged Collateral described in the Collateral Agreement and the Holdings Guarantee and Pledge Agreement, when certificates or promissory notes, as applicable, representing such Pledged Collateral and required to be delivered under the applicable Security Document are delivered to the Collateral Administrative Agent, and in the case of the other Collateral described in the Collateral Agreement (other than the Intellectual PropertyProperty (as defined in the Collateral Agreement)), when financing statements and other filings specified in on Schedule 6 of the Perfection Certificate with respect to the U.S. Borrower in appropriate form are filed in the offices specified in on Schedule 6 of the Perfection CertificateCertificate with respect to the U.S. Borrower, the Collateral Administrative Agent (for the benefit of the Secured Parties) shall have a fully perfected Lien on, and security interest inin (to the extent required thereby), all right, title and interest of the Loan Parties in such Collateral and, subject to Section 9-315 of the New York Uniform Commercial Code, the proceeds thereof, as security for the Obligations to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, in each case prior and superior in right to the Lien of any other person (except (x) Liens having priority by operation of law and (y) except, in the case of Collateral other than certificated securities Pledged Collateral, Liens permitted by Section 6.02 and instruments Liens having priority by operation of which the Collateral Agent has possession, Permitted Lienslaw). (b) [reserved]. (c) [reserved]. (d) When the Collateral Agreement or an ancillary document thereunder a summary thereof is properly filed and recorded in the United States Patent and Trademark Office and the United States Copyright Office, and, with respect to Collateral in which a security interest cannot be perfected by such filings, upon the proper filing of the financing statements referred to in clause paragraph (a) above, the Collateral Administrative Agent (for the benefit of the Secured Parties) shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties thereunder in the United States domestic Intellectual Property included in the Collateral (but, in the case of the United States registered copyrights included in the Collateral, only to the extent such United States registered copyrights are listed in such ancillary document filed with the United States Copyright Office) listed in such ancillary documentintended to be created thereby), in each case prior and superior in right to the Lien of any other person, except for Permitted Liens person (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien lien on registered trademarks and patents, trademark and patent applications and registered copyrights acquired by the Loan Parties grantors thereunder after the Closing Date)) except Liens permitted by Section 6.02 and Liens having priority by operation of Law. (ce) [reserved]. (f) Each Foreign Pledge Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof to the fullest extent permissible under applicable law. In the case of the Pledged Collateral described in a Foreign Pledge Agreement, when certificates representing such Pledged Collateral (if any) are delivered to the Administrative Agent, the Administrative Agent shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for (i) in the case of Pledged Collateral owned by Domestic Loan Parties, the Obligations and (ii) in the case of Pledged Collateral owned by Foreign Subsidiary Loan Parties, all Obligations of Foreign Subsidiary Loan Parties, in each case (subject to Section 6.02) prior and superior in right to any other person and, in respect of Foreign Security Documents only, subject to (A) registration of undisclosed pledges and, where applicable, pledges of tangible assets with the governmental tax authorities, (B) recordation of notarial share pledges in the relevant shareholders registers, (C) execution and recordation of notarial mortgages in the relevant land registries, (D) recordation of intellectual property pledges with the relevant intellectual property registers and (E) notification of debtors of certain receivables. (g) [reserved]. (h) The Mortgages, if any, Mortgages executed and delivered on the Closing Date are, and the Mortgages executed and delivered after the Closing Date pursuant to Section 5.10 shall be, effective to create in favor of the Collateral Administrative Agent (for the benefit of the Secured Parties) a legal, valid and enforceable Liens Lien on all of the Loan Parties’ rightsright, titles title and interests interest in and to the Mortgaged Property thereunder and the proceeds thereof, and when such Mortgages are filed or recorded in the proper real estate filing or recording offices, and all relevant mortgage taxes and recording charges are duly paid, the Collateral Administrative Agent (for the benefit of the Secured Parties) shall have valid Liens with record notice to third parties a fully perfected Lien on, and security interests interest in, all rightsright, titles title and interests interest of the Loan Parties in such Mortgaged Property and, to the extent applicable, subject to Section 9-315 of the Uniform Commercial Code, the proceeds thereof, in each case prior and superior in right to any other person, other than with respect to the rights of a person pursuant to Liens permitted by Section 6.02 and Liens having priority by operation of law. (i) After taking the actions specified for perfection therein, each Security Document (excluding the Collateral Agreement, the Foreign Pledge Agreements, and the Mortgages, each of which is covered by another paragraph of this Section 3.17), when executed and delivered, will be effective under applicable law to create in favor of the Administrative Agent (for the benefit of the Secured Parties) a legal, valid and enforceable security interest in the Collateral subject thereto (to the extent intended to be created thereby), and will constitute a fully perfected Lien on and security interest in all right, title and interest of the Loan Parties in the Collateral subject thereto (to extent required thereby), prior and superior to the rights of any other person, except for Permitted Liensrights secured by Liens permitted by Section 6.02 and Liens having priority by operation of law. (dj) Notwithstanding anything herein (including this Section 3.17) or in any other Loan Document to the contrary, (i) each of other than to the parties hereto acknowledges and agrees that licensing by extent set forth in the Gaming Authorities may be required to enforce and/or exercise applicable Foreign Pledge Agreements, no Borrower or foreclose upon certain security interests and such enforcement and/or exercise or foreclosure may be otherwise limited by the Gaming Laws and (ii) neither the Borrower nor any other Loan Party makes any representation or warranty as to the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign SubsidiarySubsidiary that is not a Loan Party, or as to the rights and remedies of the Agents or any Lender with respect thereto, under foreign law.

Security Documents. (a) The Collateral Agreement and the Holdings Guarantee and Pledge Agreement are is effective to create in favor of the Collateral Agent (for the benefit of the Secured Parties), in each case, ) a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. As of the Closing Date, in In the case of the Pledged Collateral described in the Collateral Agreement and the Holdings Guarantee and Pledge Agreement, when certificates or promissory notes, as applicable, representing such Pledged Collateral and required to be delivered under the applicable Security Document are delivered to the Collateral Agent, and in the case of the other Collateral described in the Collateral Agreement (other than the Intellectual PropertyProperty (as defined in the Collateral Agreement)), when financing statements and other filings specified in the Perfection Certificate are filed in the offices specified in the Perfection Certificate, the Collateral Agent (for the benefit of the Secured Parties) shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and, subject to Section 9-315 of the New York Uniform Commercial Code, the proceeds thereof, as security for the Obligations to the extent perfection in such Collateral can be obtained by filing Uniform Commercial Code financing statements, in each case prior and superior in right to the Lien of any other person (except (x) Liens having priority by operation of law and (y) in the case of Collateral other than certificated securities and instruments of which the Collateral Agent has possession, for Permitted Liens). (b) When the Collateral Agreement or an ancillary document thereunder a summary thereof is properly filed and recorded in the United States Patent and Trademark Office and the United States Copyright Office, and, with respect to Collateral in which a security interest cannot be perfected by such filings, upon the proper filing of the financing statements referred to in clause paragraph (a) above, the Collateral Agent (for the benefit of the Secured Parties) shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties thereunder in the United States domestic Intellectual Property included in the Collateral (but, in the case of the United States registered copyrights included in the Collateral, only to the extent such United States registered copyrights are listed in such ancillary document filed with the United States Copyright Office) listed in such ancillary documentProperty, in each case prior and superior in right to the Lien of any other person, except for Permitted Liens (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks and patents, trademark and patent applications and registered copyrights acquired by the Loan Parties grantors after the Closing Date). (c) The Mortgages, if any, Mortgages executed and delivered on the Closing Date are, and the Mortgages executed and delivered after the Closing Date pursuant to Section 5.10 shall and Section 5.11 will be, effective to create in favor of the Collateral Agent (for the benefit of the Secured Parties) a legal, valid and enforceable Liens Lien on all of the applicable Loan Parties’ rightsright, titles title and interests interest in and to the Mortgaged Property thereunder and the proceeds thereof, and when such Mortgages are filed or recorded in the proper real estate filing or recording officesoffices (which in the case of the Mortgages executed and delivered on the Closing Date are as set forth in the Perfection Certificate), and all relevant mortgage taxes and recording charges are duly paid, the Collateral Agent (for the benefit of the Secured Parties) shall have valid Liens with record notice to third parties a perfected Lien on, and security interests interest in, all rightsright, titles title, and interests interest of the applicable Loan Parties in such Mortgaged Property and, to the extent applicable, subject to Section 9-315 of the Uniform Commercial Code, the proceeds thereof, in each case prior and superior in right to the Lien of any other person, except for Permitted Liens. (d) The Ship Mortgages executed and delivered on the Closing Date are, and the Ship Mortgages executed and delivered after the Closing Date pursuant to Section 5.10 shall be, effective to create, and will create upon filing and/or recording of such Ship Mortgage with the NVDC (including payment of applicable filing fees), in favor of the Collateral Agent for the benefit of the Secured Parties a legal, valid and enforceable preferred mortgage over the whole of the applicable Mortgaged Vessel as collateral security for the payment and performance of the Loans and the other Obligations, and each Ship Mortgage, upon filing and recording in the NVDC creates in favor of the Collateral Agent for the benefit of the Secured Parties a preferred mortgage upon the applicable Mortgaged Vessel under Chapter 313 of Title 46 of the United States Code, free and clear of all Liens other than Permitted Liens. (e) Notwithstanding anything herein (including this Section 3.17) or in any other Loan Document to the contrary, other than to the extent set forth in the Foreign Pledge Agreements (i) each of the parties hereto acknowledges and agrees that licensing by the Gaming Authorities may be required to enforce and/or exercise or foreclose upon certain security interests and such enforcement and/or exercise or foreclosure may be otherwise limited by the Gaming Laws and (ii) if any), neither the Borrower nor any other Loan Party makes any representation or warranty as to the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary, or as to the rights and remedies of the Agents or any Lender with respect thereto, under foreign law.

Security Documents. (a1) The Collateral Agreement and the Holdings Guarantee and Pledge Agreement are is effective to create in favor of the Collateral Agent (for the benefit of the Secured Parties), ) legal and valid Liens on the Collateral described therein; and when financing statements in each caseappropriate form are filed in the offices specified on Schedule III to the Collateral Agreement, a legal, valid and enforceable short form grant of security interest in intellectual property (in substantially the form of Exhibit B to the Collateral described therein and proceeds thereof. As of Agreement (for trademarks), Exhibit C to the Closing Date, Collateral Agreement (for patents) or Exhibit D to the Collateral Agreement (for copyrights)) is properly filed in the case of United States Patent and Trademark Office or the United States Copyright Office, as applicable, and the Pledged Collateral described in the Collateral Agreement and the Holdings Guarantee and Pledge Agreement, when certificates or promissory notes, as applicable, representing such Pledged Collateral and required to be delivered under the applicable Security Document are is delivered to the Collateral Agent, and in the case of Liens on the other Collateral described in granted pursuant to the Collateral Agreement will constitute fully perfected Liens on all right, title and interest of the grantors in such Collateral in which (and to the extent) a security interest can be perfected under Article 9 of the Uniform Commercial Code, in each case prior to and superior in right of the Lien of any other than the Intellectual PropertyPerson (except for Permitted Liens), when . (2) When financing statements and other filings specified in the Perfection Certificate appropriate form are filed in the offices specified on Schedule III to the Collateral Agreement and the Collateral Agreement or a summary thereof or a short form grant of security interest in intellectual property (in substantially the form of Exhibit B to the Collateral Agreement (for trademarks), Exhibit C to the Collateral Agreement (for patents) or Exhibit D to the Collateral Agreement (for copyrights)) is properly filed in the Perfection CertificateUnited States Patent and Trademark Office or the United States Copyright Office, as applicable, the Liens on the Collateral Agent (for granted pursuant to the benefit of the Secured Parties) Collateral Agreement shall have a constitute fully perfected Lien on, and security interest in, Liens on all right, title and interest of the Loan Parties thereunder in such Collateral and, subject to Section 9-315 of the New York Uniform Commercial Code, the proceeds thereof, as security for the Obligations to the extent perfection can be obtained by filing Uniform Commercial Code financing statementsdomestic intellectual property, in each case prior and superior in right to the Lien of any other person Person (except (x) Liens having priority by operation of law and (y) in the case of Collateral other than certificated securities and instruments of which the Collateral Agent has possession, Permitted Liens). (b) When the Collateral Agreement or an ancillary document thereunder is properly filed and recorded in the United States Patent and Trademark Office and the United States Copyright Office, and, with respect to Collateral in which a security interest cannot be perfected by such filings, upon the proper filing of the financing statements referred to in clause (a) above, the Collateral Agent (for the benefit of the Secured Parties) shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties thereunder in the United States Intellectual Property included in the Collateral (but, in the case of the United States registered copyrights included in the Collateral, only to the extent such United States registered copyrights are listed in such ancillary document filed with the United States Copyright Office) listed in such ancillary document, in each case prior and superior in right to the Lien of any other person, except for Permitted Liens Liens) (it being understood that subsequent recordings in the United States Patent and Trademark Office and or the United States Copyright Office may be necessary to perfect a Lien on registered trademarks and patents, trademark and patent applications and registered copyrights acquired by the Loan Parties grantors after the Closing Date). (c) The Mortgages, if any, executed and delivered on the Closing Date are, and the Mortgages executed and delivered after the Closing Date pursuant to Section 5.10 shall be, effective to create in favor of the Collateral Agent (for the benefit of the Secured Parties) legal, valid and enforceable Liens on all of the Loan Parties’ rights, titles and interests in and to the Mortgaged Property thereunder and the proceeds thereof, and when such Mortgages are filed or recorded in the proper real estate filing or recording offices, and all relevant mortgage taxes and recording charges are duly paid, the Collateral Agent (for the benefit of the Secured Parties) shall have valid Liens with record notice to third parties on, and security interests in, all rights, titles and interests of the Loan Parties in such Mortgaged Property and, to the extent applicable, subject to Section 9-315 of the Uniform Commercial Code, the proceeds thereof, in each case prior and superior in right to the Lien of any other person, except for Permitted Liens. (d3) Notwithstanding anything herein (including this Section 3.173.15) or in any other Loan Document to the contrary, (i) each of the parties hereto acknowledges and agrees that licensing by the Gaming Authorities may be required to enforce and/or exercise or foreclose upon certain security interests and such enforcement and/or exercise or foreclosure may be otherwise limited by the Gaming Laws and (ii) neither the Borrower nor any other Loan Party makes any representation or warranty as to the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary, or as to the rights and remedies of the Agents or any Lender with respect thereto, under foreign law.

Security Documents. (a) The Collateral Agreement and the Holdings Guarantee and Pledge Agreement are is effective to create in favor of the Collateral Agent (Agent, for the benefit of the Secured Parties), in each case, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. As of the Closing Date, in In the case of the Pledged Stock (as defined in the Collateral Agreement) described in the Collateral Agreement and the Holdings Guarantee and Pledge Agreement, when stock certificates or promissory notes, as applicable, representing such Pledged Collateral and required to be delivered under the applicable Security Document Stock are delivered to the Collateral Agent, and in the case of the other Collateral described in the Collateral Agreement (other than the Intellectual Property, as defined in the Collateral Agreement), when financing statements and other filings specified in on Schedule 5 of the Perfection Certificate in appropriate form are filed in the offices specified in on Schedule 6 of the Perfection CertificateCertificate (as updated by the Borrower from time to time in accordance with Section 5.03), the Collateral Agent (for the benefit of the Secured Parties) Agreement shall have constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and, subject to Section 9-315 of the New York Uniform Commercial Code, and the proceeds thereof, as security for the Obligations to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, in each case prior and superior in right to the Lien of any other person Person (except (x) Liens having priority by operation of law and (y) except, in the case of Collateral other than certificated securities and instruments of which the Collateral Agent has possessionPledged Stock, Permitted LiensLiens permitted by Section 6.02(a)). (b) When the Collateral Agreement or an ancillary document thereunder a summary thereof is properly filed and recorded in the United States Patent and Trademark Office and the United States Copyright Office, and, with respect to Collateral in which a security interest cannot be perfected by such filings, upon the proper filing of the financing statements referred to in clause paragraph (a) above, the Collateral Agent (for the benefit of the Secured Parties) Agreement and such financing statements shall have constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties grantors thereunder in the United States Intellectual Property included (as defined in the Collateral (but, in the case of the United States registered copyrights included in the Collateral, only to the extent such United States registered copyrights are listed in such ancillary document filed with the United States Copyright Office) listed in such ancillary documentAgreement), in each case prior and superior in right to the Lien of any other person, except for Permitted Liens Person (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien lien on registered trademarks and patents, trademark and patent applications and registered copyrights acquired by the Loan Parties grantors after the Closing Datedate hereof). (c) The Mortgages, if any, executed and delivered on the Closing Date are, and the Mortgages executed and delivered entered into after the Closing Restatement Effective Date pursuant to Section 5.10 5.13 shall be, be effective to create in favor of the Collateral Agent (Agent, for the ratable benefit of the Secured Parties) , a legal, valid and enforceable Liens Lien on all of the Loan Parties’ rights' right, titles title and interests interest in and to the Mortgaged Property thereunder and the proceeds thereof, and when such Mortgages are filed or recorded in the proper real estate filing or recording offices, and all relevant mortgage taxes and recording charges are duly paid, the Collateral Agent (for the benefit of the Secured Parties) such Mortgages shall have valid Liens with record notice to third parties constitute a fully perfected Lien on, and security interests interest in, all rightsright, titles title and interests interest of the Loan Parties in such Mortgaged Mortgages Property and, to the extent applicable, subject to Section 9-315 of the Uniform Commercial Code, and the proceeds thereof, in each case prior and superior in right to the Lien of any other personPerson, except for Permitted Liens. (d) Notwithstanding anything herein (including this Section 3.17) or in any other Loan Document to the contrary, (i) each of the parties hereto acknowledges and agrees that licensing by the Gaming Authorities may be required to enforce and/or exercise or foreclose upon certain security interests and such enforcement and/or exercise or foreclosure may be otherwise limited by the Gaming Laws and (ii) neither the Borrower nor any other Loan Party makes any representation or warranty as to the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary, or as than with respect to the rights and remedies of the Agents or any Lender with respect thereto, under foreign lawPerson pursuant to Liens expressly permitted by Section 6.02(a).

Security Documents. (a) The Collateral Agreement and the Holdings Guarantee and Pledge Agreement are is effective to create in favor of the Collateral Agent (Agent, for the benefit of the applicable Secured Parties), in each case, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. As of the Closing Date, in In the case of the Pledged Collateral described in the Collateral Agreement and the Holdings Guarantee and Pledge Agreement, when when, pursuant to the First Lien Intercreditor Agreement, certificates or promissory notes, as applicable, representing such Pledged Collateral and required to be delivered under the applicable Security Document are delivered to the Collateral Agent, and in the case of the other Collateral described in the Collateral Agreement (other than the Intellectual PropertyProperty (as defined in the Collateral Agreement)), when financing statements and other filings specified in the Perfection Certificate are filed in the offices specified in the Perfection Certificate, the Collateral Agent (for the benefit of the applicable Secured Parties) shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and, subject to Section 9-315 of the New York Uniform Commercial Code, the proceeds thereof, as security for the Obligations to the extent perfection can be obtained by possession or by filing Uniform Commercial Code financing statements, in each case prior and superior in right to the Lien of any other person (except (x) Liens having priority by operation of law and (y) in the case of Collateral other than certificated securities and instruments of which the Collateral Agent has possession, for Permitted Liens). (b) When the Collateral Agreement or an ancillary document thereunder a summary thereof is properly filed and recorded in the United States Patent and Trademark Office and the United States Copyright Office, and, with respect to Collateral in which a security interest cannot be perfected by such filings, upon the proper filing of the financing statements referred to in clause paragraph (a) above, the Collateral Agent (for the benefit of the applicable Secured Parties) shall have a fully perfected perfected, first priority (subject to Permitted Liens) Lien on, and security interest in, all right, title and interest of the Loan Parties thereunder in the United States U.S. Intellectual Property included (as defined in the Collateral (but, in the case of the United States registered copyrights included in the Collateral, only to the extent such United States registered copyrights are listed in such ancillary document filed with the United States Copyright Office) listed in such ancillary documentAgreement), in each case prior and superior in right to the Lien of any other person, except for Permitted Liens (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks and patents, trademark and patent applications and registered copyrights acquired by the Loan Parties grantors after the Closing Date). (c) The Mortgages, if any, executed and delivered on the Closing Date are, and the Mortgages executed and delivered after the Closing Date pursuant to Section 5.10 shall be, effective to create in favor of the Collateral Agent (for the benefit of the Secured Parties) legal, valid and enforceable Liens on all of the Loan Parties’ rights, titles and interests in and to the Mortgaged Property thereunder and the proceeds thereof, and when such Mortgages are filed or recorded in the proper real estate filing or recording offices, and all relevant mortgage taxes and recording charges are duly paid, the Collateral Agent (for the benefit of the Secured Parties) shall have valid Liens with record notice to third parties on, and security interests in, all rights, titles and interests of the Loan Parties in such Mortgaged Property and, to the extent applicable, subject to Section 9-315 of the Uniform Commercial Code, the proceeds thereof, in each case prior and superior in right to the Lien of any other person, except for Permitted Liens. (d) Notwithstanding anything herein (including this Section 3.17) or in any other Loan Document to the contrary, (i) each of the parties hereto acknowledges and agrees that licensing by the Gaming Authorities may be required to enforce and/or exercise or foreclose upon certain security interests and such enforcement and/or exercise or foreclosure may be otherwise limited by the Gaming Laws and (ii) neither the Borrower nor any other Loan Party makes any representation or warranty as to the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign SubsidiarySubsidiary that is not a Loan Party, or as to the rights and remedies of the Agents or any Lender with respect thereto, under foreign law.

Security Documents. (a) The Except during a Collateral Suspension Period, the Collateral Agreement and the Holdings Guarantee and Pledge Agreement are is effective to create in favor of the Collateral Administrative Agent (for the benefit of the Secured Parties), in each case, ) a legal, valid and enforceable security interest in Lien on the Collateral described therein and proceeds thereof. As of the Closing DateExcept during a Collateral Suspension Period, in the case of the Pledged Collateral described in the Collateral Agreement and required to be delivered to the Holdings Guarantee and Pledge AgreementAdministrative Agent, when certificates or promissory notes, as applicable, representing such Pledged Collateral and required to be delivered under the applicable Security Document are delivered to the Collateral Administrative Agent, and in the case of the other Collateral described in the Collateral Agreement (other than the Intellectual Property)Agreement, when financing statements and other filings specified in attached as Schedule 6 to the Perfection Certificate are filed in the offices specified in on Schedule 7 of the Perfection Certificate, the Collateral Administrative Agent (for the benefit of the Secured Parties) shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and, subject to Section 9-315 of the New York Uniform Commercial Code, the proceeds thereof, as security for the Obligations to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, or possession, in each case prior and superior in right to the Lien of any other person Person (except (x) Liens having priority by operation of law and (y) except, in the case of Collateral other than certificated securities and instruments of which the Collateral Agent has possessionsuch Pledged Collateral, Permitted LiensLiens expressly permitted by Section 6.02). (b) When the Except during a Collateral Agreement or Suspension Period, when an ancillary document thereunder intellectual property security agreement is properly filed and recorded in the United States Patent and Trademark Copyright Office and the United States Copyright Office, and, with respect to Collateral in which a security interest cannot be perfected by such filings, upon the proper filing registered copyrights and exclusive licenses of the financing statements referred to in clause (a) abovecopyrights listed therein, the Collateral Administrative Agent (for the benefit of the Secured Parties) shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties thereunder in the United States Intellectual Property included in the Collateral (but, in the case of the United States such registered copyrights included in the Collateral, only to the extent such United States registered copyrights are listed in such ancillary document filed with the United States Copyright Office) listed in such ancillary documentand exclusive licenses, in each case prior and superior in right to the Lien of any other person, except for Permitted Liens Person (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien lien on registered trademarks copyrights and patents, trademark and patent applications and registered copyrights exclusive licenses thereof acquired by the Loan Parties grantors after the Closing Date). (c) The MortgagesExcept during a Collateral Suspension Period, if any, executed and delivered on the Closing Date are, and the any Mortgages executed and delivered after the Closing Date pursuant to Section 5.10 shall be, be effective to create in favor of the Collateral Administrative Agent (for the benefit of the Secured Parties) a legal, valid and enforceable Liens Lien on all of the Loan Parties’ rightsright, titles title and interests interest in and to the Mortgaged Property thereunder and the proceeds thereof, and when such Mortgages are filed or recorded in the proper real estate filing or recording offices, and all relevant mortgage taxes and recording charges are duly paid, the Collateral Administrative Agent (for the benefit of the Secured Parties) shall have valid Liens with record notice to third parties a fully perfected Lien on, and security interests interest in, all rightsright, titles title and interests interest of the Loan Parties in such Mortgaged Property and, to the extent applicable, subject to Section 9-315 of the Uniform Commercial Code, the proceeds thereof, in each case prior and superior in right to the Lien of any other personPerson, except for Permitted Liens. (d) Notwithstanding anything herein (including this Section 3.17) or in any other Loan Document to the contrary, (i) each of the parties hereto acknowledges and agrees that licensing by the Gaming Authorities may be required to enforce and/or exercise or foreclose upon certain security interests and such enforcement and/or exercise or foreclosure may be otherwise limited by the Gaming Laws and (ii) neither the Borrower nor any other Loan Party makes any representation or warranty as to the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary, or as than with respect to the rights and remedies of the Agents or any Lender with respect thereto, under foreign lawa Person pursuant to Liens expressly permitted by Section 6.02.

Security Documents. (a) The Collateral Security Agreement and the Holdings Guarantee and Pledge Agreement are effective to create creates in favor of the Collateral Agent (Agent, for the benefit of the Secured Parties), in each caseCredit Parties referred to therein, a legal, valid valid, and enforceable security interest in the Collateral described therein and proceeds thereof. As of the Closing Date, (as defined in the case Security Agreement), the enforceability of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. Upon the Pledged Collateral described filing of UCC financing statements in proper form, and delivery to the Collateral Agreement and the Holdings Guarantee and Pledge Agreement, when certificates or promissory notes, as applicable, representing such Pledged Collateral and Agent of all possessory collateral required to be delivered under by the applicable Security Document are delivered to Agreement and/or the obtaining of “control” (as defined in the UCC) by the Collateral Agent (or, so long as the Intercreditor Agreement is in effect and the Designated Senior Agent is acting as agent for the Collateral Agent pursuant thereto for purposes of obtaining possession of or establishing control over certain Collateral, to or by the Designated Senior Agent), the Collateral Agent for the benefit of the Credit Parties, will have a perfected Lien on, and in the case security interest in, to and under all right, title and interest of the other grantors thereunder in all Collateral described in the Collateral Agreement (other than those DDAs for which the Intellectual Property)Agents have not required a Blocked Account Agreement) that may be perfected under the UCC (in effect on the date this representation is made) by filing, recording or registering a financing statement or by obtaining control or possession, in each case prior and superior in right to any other Person to the extent required by the Loan Documents, subject to Permitted Encumbrances having priority under applicable Law. (b) When the Security Agreement (or a short form thereof) in proper form is filed in the United States Patent and Trademark Office and the United States Copyright Office and when financing statements statements, releases and other filings specified in the Perfection Certificate appropriate form are filed in the offices specified in on Schedule II of the Perfection CertificateSecurity Agreement, the Collateral Agent (for the benefit of the Secured Parties) shall have a fully perfected Lien on, and security interest in, all right, title and interest of the applicable Loan Parties in such the Intellectual Property Collateral and(as defined in the Security Agreement) in which a security interest may be perfected by filing, subject to Section 9-315 of recording or registering a security agreement, financing statement or analogous document in the New York Uniform Commercial Code, United States Patent and Trademark Office or the proceeds thereofUnited States Copyright Office, as security for the Obligations to the extent perfection can be obtained by filing Uniform Commercial Code financing statementsapplicable, in each case prior and superior in right to the Lien of any other person (except (x) Liens having priority by operation of law and (y) in the case of Collateral other than certificated securities and instruments of which the Collateral Agent has possession, Permitted Liens). (b) When the Collateral Agreement or an ancillary document thereunder is properly filed and recorded in the United States Patent and Trademark Office and the United States Copyright Office, and, with respect to Collateral in which a security interest cannot be perfected by such filings, upon the proper filing of the financing statements referred to in clause (a) above, the Collateral Agent (for the benefit of the Secured Parties) shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties thereunder in the United States Intellectual Property included in the Collateral (but, in the case of the United States registered copyrights included in the Collateral, only Person to the extent such United States registered copyrights are listed in such ancillary document filed with required by the United States Copyright Office) listed in such ancillary documentLoan Documents, in each case prior and superior in right subject to the Lien of any other person, except for Permitted Liens Encumbrances having priority under applicable Law (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks and patentstrademarks, trademark and patent applications and registered copyrights acquired by the Loan Parties after the Closing Effective Date). (c) The Mortgages, if any, executed and delivered on the Closing Date are, and the Mortgages executed and delivered after the Closing Date pursuant to Section 5.10 shall be, effective to create in favor of the Collateral Agent (for the benefit of the Secured Parties) legal, valid and enforceable Liens on all of the Loan Parties’ rights, titles and interests in and to the Mortgaged Property thereunder and the proceeds thereof, and when such Mortgages are filed or recorded in the proper real estate filing or recording offices, and all relevant mortgage taxes and recording charges are duly paid, the Collateral Agent (for the benefit of the Secured Parties) shall have valid Liens with record notice to third parties on, and security interests in, all rights, titles and interests of the Loan Parties in such Mortgaged Property and, to the extent applicable, subject to Section 9-315 of the Uniform Commercial Code, the proceeds thereof, in each case prior and superior in right to the Lien of any other person, except for Permitted Liens. (d) Notwithstanding anything herein (including this Section 3.17) or in any other Loan Document to the contrary, (i) each of the parties hereto acknowledges and agrees that licensing by the Gaming Authorities may be required to enforce and/or exercise or foreclose upon certain security interests and such enforcement and/or exercise or foreclosure may be otherwise limited by the Gaming Laws and (ii) neither the Borrower nor any other Loan Party makes any representation or warranty as to the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary, or as to the rights and remedies of the Agents or any Lender with respect thereto, under foreign law.

Security Documents. Subject to Section 5.14, the Legal Reservations and the Perfection Requirements, (a) The Collateral Agreement and the Holdings Guarantee and Pledge Agreement Security Documents are effective to create in favor of the Collateral Agent (Agent, for the benefit of the Secured Parties), in each case, a legal, valid valid, binding and enforceable security interest in the Collateral described therein and proceeds and products thereof and (b) the Badcock Security Documents are effective to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a legal, valid, binding and enforceable security interest in the Badcock Collateral described therein and proceeds and products thereof. As of the Closing Date, in In the case of the (i) Pledged Collateral described in the Collateral Agreement Equity Interests and the Holdings Guarantee Badcock Pledged Equity Interests represented by certificates, (x) if and Pledge Agreement, when such certificates or promissory notes, as applicable, representing such Pledged Collateral and required to be delivered under the applicable Security Document are delivered to the Collateral Agent, and Agent or (y) when financing statements in appropriate form are filed in the case of appropriate filing offices, (ii) the other Collateral described in the Collateral Agreement (other than the Intellectual Property)Agreement, which can be perfected by filing a financing statement, when financing statements and other filings specified in the Perfection Certificate appropriate form are filed in the appropriate filing offices specified and such other filings as are required in the Perfection CertificateCollateral Agreement have been completed and (iii) the other Badcock Collateral described in the Badcock Collateral Agreement, which can be perfected by filing a financing statement, when financing statements in appropriate form are filed in the appropriate filing offices and such other filings as are required in the Badcock Collateral Agreement have been completed, the Lien created by the Collateral Agent (for Agreement or the benefit of Badcock Collateral Agreement, as applicable, shall constitute, to the Secured Parties) shall have extent such perfection is required by the Collateral Agreement or the Badcock Collateral Agreement, as applicable, a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral andor the Badcock Collateral, subject to Section 9-315 of the New York Uniform Commercial Codeas applicable, and the proceeds and products thereof, as security for the Obligations to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, in each case prior and superior in right to the Lien of any other person (except (x) Liens having priority by operation of law and (y) in the case of Collateral other than certificated securities and instruments of which the Collateral Agent has possession, Permitted Liens)Secured Obligations. (b) When the Collateral Agreement or an ancillary document thereunder is properly filed and recorded in the United States Patent and Trademark Office and the United States Copyright Office, and, with respect to Collateral in which a security interest cannot be perfected by such filings, upon the proper filing of the financing statements referred to in clause (a) above, the Collateral Agent (for the benefit of the Secured Parties) shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties thereunder in the United States Intellectual Property included in the Collateral (but, in the case of the United States registered copyrights included in the Collateral, only to the extent such United States registered copyrights are listed in such ancillary document filed with the United States Copyright Office) listed in such ancillary document, in each case prior and superior in right to the Lien of any other person, except for Permitted Liens (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks and patents, trademark and patent applications and registered copyrights acquired by the Loan Parties after the Closing Date). (c) The Mortgages, if any, executed and delivered on the Closing Date are, and the Mortgages executed and delivered after the Closing Date pursuant to Section 5.10 shall be, effective to create in favor of the Collateral Agent (for the benefit of the Secured Parties) legal, valid and enforceable Liens on all of the Loan Parties’ rights, titles and interests in and to the Mortgaged Property thereunder and the proceeds thereof, and when such Mortgages are filed or recorded in the proper real estate filing or recording offices, and all relevant mortgage taxes and recording charges are duly paid, the Collateral Agent (for the benefit of the Secured Parties) shall have valid Liens with record notice to third parties on, and security interests in, all rights, titles and interests of the Loan Parties in such Mortgaged Property and, to the extent applicable, subject to Section 9-315 of the Uniform Commercial Code, the proceeds thereof, in each case prior and superior in right to the Lien of any other person, except for Permitted Liens. (d) Notwithstanding anything herein (including this Section 3.17) or in any other Loan Document to the contrary, (i) each of the parties hereto acknowledges and agrees that licensing by the Gaming Authorities may be required to enforce and/or exercise or foreclose upon certain security interests and such enforcement and/or exercise or foreclosure may be otherwise limited by the Gaming Laws and (ii) neither the Borrower nor any other Loan Party makes any representation or warranty as to the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary, or as to the rights and remedies of the Agents or any Lender with respect thereto, under foreign law.

Security Documents. (a) The Collateral Agreement Each Security Document will, upon execution and the Holdings Guarantee and Pledge Agreement are delivery thereof, be effective to create in favor of the Collateral Agent (for the benefit of the Secured Parties), in each case, a legal, valid and enforceable Liens on, and security interest in interests in, the Collateral collateral described therein and proceeds thereof. As of to the Closing Date, in the case of the Pledged Collateral described in the Collateral Agreement and the Holdings Guarantee and Pledge Agreement, when certificates or promissory notes, as applicable, representing such Pledged Collateral and required extent intended to be delivered under the applicable Security Document are delivered to the Collateral Agentcreated thereby, and in the case of the other Collateral described in the Collateral Agreement (other than the Intellectual Property), 1) when financing statements and other filings specified in the Perfection Certificate appropriate form are filed in each applicable filing office for each applicable jurisdiction and (2) upon the offices specified in the Perfection Certificate, taking of possession or control by the Collateral Agent of such collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the Collateral Agent to the extent possession or control by the Collateral Agent is required by the Security Agreement), the Liens created by the Security Documents (other than the Mortgages) shall constitute fully perfected first-priority Liens on, and security interests in (to the extent intended to be created thereby), all right, title and interest of the grantors in such collateral to the extent perfection can be obtained by filing financing statements or the taking of possession or control, in each case subject to no Liens other than Permitted Liens. (b) Upon recording thereof in the appropriate recording office, each Mortgage is effective to create, in favor of the Collateral Agent, for its benefit and the benefit of the Secured Parties) shall have a fully , legal, valid and enforceable perfected Lien Liens on, and security interest in, all of the Credit Parties’ right, title and interest in and to the Mortgaged Properties and the proceeds thereof, subject only to Permitted Liens, and when the Mortgages are filed in the appropriate recording office, the Mortgages shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the Loan Credit Parties in such Collateral and, subject to Section 9-315 of the New York Uniform Commercial Code, the proceeds thereof, as security for the Obligations to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, in each case prior and superior in right to the Lien of any other person (except (x) Liens having priority by operation of law and (y) in the case of Collateral other than certificated securities and instruments of which the Collateral Agent has possession, Permitted Liens). (b) When the Collateral Agreement or an ancillary document thereunder is properly filed and recorded in the United States Patent and Trademark Office and the United States Copyright Office, and, with respect to Collateral in which a security interest cannot be perfected by such filings, upon the proper filing of the financing statements referred to in clause (a) above, the Collateral Agent (for the benefit of the Secured Parties) shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties thereunder in the United States Intellectual Property included in the Collateral (but, in the case of the United States registered copyrights included in the Collateral, only to the extent such United States registered copyrights are listed in such ancillary document filed with the United States Copyright Office) listed in such ancillary document, in each case prior and superior in right to the Lien of any other person, except for Permitted Liens (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks and patents, trademark and patent applications and registered copyrights acquired by the Loan Parties after the Closing Date). (c) The Mortgages, if any, executed and delivered on the Closing Date are, and the Mortgages executed and delivered after the Closing Date pursuant to Section 5.10 shall be, effective to create in favor of the Collateral Agent (for the benefit of the Secured Parties) legal, valid and enforceable Liens on all of the Loan Parties’ rights, titles and interests in and to the Mortgaged Property thereunder Properties and the proceeds thereof, and when such Mortgages are filed or recorded in the proper real estate filing or recording offices, and all relevant mortgage taxes and recording charges are duly paid, the Collateral Agent (for the benefit of the Secured Parties) shall have valid Liens with record notice to third parties on, and security interests in, all rights, titles and interests of the Loan Parties in such Mortgaged Property and, to the extent applicable, subject to Section 9-315 of the Uniform Commercial Code, the proceeds thereof, in each case prior and superior in right to the Lien of any other personPerson, except for other than Permitted Liens. (d) Notwithstanding anything herein (including this Section 3.17) or in any other Loan Document to the contrary, (i) each of the parties hereto acknowledges and agrees that licensing by the Gaming Authorities may be required to enforce and/or exercise or foreclose upon certain security interests and such enforcement and/or exercise or foreclosure may be otherwise limited by the Gaming Laws and (ii) neither the Borrower nor any other Loan Party makes any representation or warranty as to the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary, or as to the rights and remedies of the Agents or any Lender with respect thereto, under foreign law.

Security Documents. (a) The Collateral Agreement and the Holdings Guarantee and Pledge Agreement are is effective to create in favor of the Collateral Agent (for the benefit of the Secured Parties), in each case, ) a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereofthereof to the extent intended to be created thereby. As of the Closing Date, in In the case of the Pledged Collateral described in the Collateral Agreement and the Holdings Guarantee and Pledge Agreement, when certificates or promissory notes, as applicable, representing such Pledged Collateral and required to be delivered under the applicable Security Document are delivered to the Collateral AgentAgent in New York with, transfer powers duly executed in blank, and in the case of the other Collateral described in the Collateral Agreement (other than the Intellectual Property), when financing statements and other filings specified in the Perfection Certificate appropriate form are filed in the offices specified in on Schedule 3 of the Perfection CertificateCollateral Agreement, the Collateral Agent (for the benefit of the Secured Parties) shall have a fully perfected Lien on, and security interest inin (to the extent required thereby), all right, title and interest of the Loan Parties in such Collateral and, subject to Section 9-315 of the New York Uniform Commercial Code, the proceeds thereof, as security for the Obligations to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, in each case prior and superior in right to the Lien of any other person (except (x) Liens having priority expressly permitted by operation of law and (y) in the case of Collateral other than certificated securities and instruments of which the Collateral Agent has possession, Permitted LiensSection 6.02). (b) When the Collateral Agreement or an ancillary document thereunder is Intellectual Property Security Agreements are properly filed and recorded in the United States Patent and Trademark Office and the United States Copyright Office, and, with respect to Collateral comprised of Intellectual Property in which a security interest cannot be perfected by such filings, upon the proper filing of the financing statements referred to in clause paragraph (a) above, the Collateral Agent (for the benefit of the Secured Parties) shall have a fully perfected Lien on, and security interest in (to the extent intended to be created thereby), all right, title and interest of the Loan Parties thereunder in the domestic Intellectual Property included in the Collateral, in each case prior and superior in right to any other person (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a lien on registered trademarks and patents, trademark and patent applications and registered copyrights acquired by the Grantors thereunder after the Closing Date) except Liens expressly permitted by Section 6.02. (c) [reserved]. (d) [reserved]. (e) The Mortgages executed and delivered after the Closing Date pursuant to Section 5.11 shall be effective to create in favor of the Collateral Agent (for the benefit of the Secured Parties) a legal, valid and enforceable Lien on all of the Loan Parties’ right, title and interest in and to the Mortgaged Property thereunder and the proceeds thereof, and when such Mortgages are filed or recorded in the proper real estate filing or recording offices, the Collateral Agent (for the benefit of the Secured Parties) shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties thereunder in the United States Intellectual Property included in the Collateral (but, in the case of the United States registered copyrights included in the Collateral, only to the extent such United States registered copyrights are listed in such ancillary document filed with the United States Copyright Office) listed in such ancillary document, in each case prior and superior in right to the Lien of any other person, except for Permitted Liens (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks and patents, trademark and patent applications and registered copyrights acquired by the Loan Parties after the Closing Date). (c) The Mortgages, if any, executed and delivered on the Closing Date are, and the Mortgages executed and delivered after the Closing Date pursuant to Section 5.10 shall be, effective to create in favor of the Collateral Agent (for the benefit of the Secured Parties) legal, valid and enforceable Liens on all of the Loan Parties’ rights, titles and interests in and to the Mortgaged Property thereunder and the proceeds thereof, and when such Mortgages are filed or recorded in the proper real estate filing or recording offices, and all relevant mortgage taxes and recording charges are duly paid, the Collateral Agent (for the benefit of the Secured Parties) shall have valid Liens with record notice to third parties on, and security interests in, all rights, titles and interests of the Loan Parties in such Mortgaged Property and, to the extent applicable, subject to Section 9-315 of the Uniform Commercial Code, the proceeds thereof, in each case prior and superior in right to any other person, other than with respect to the rights of a person pursuant to Liens expressly permitted by Section 6.02. (f) After taking the actions specified for perfection therein, each Security Document (excluding the Collateral Agreement and the Mortgages, each of which is covered by another paragraph of this Section 3.17), when executed and delivered, will be effective under applicable law to create in favor of the Collateral Agent (for the benefit of the Secured Parties) a legal, valid and enforceable security interest in the Collateral subject thereto (to the extent intended to be created thereby), and will constitute a fully perfected Lien on and security interest in all right, title and interest of the Loan Parties in the Collateral subject thereto (to extent required thereby), prior and superior to the rights of any other person, except for Permitted Liensrights secured by Liens expressly provided by Section 6.02. (dg) Notwithstanding anything herein (including this Section 3.17) or in any other Loan Document to the contrary, (i) each none of the parties hereto acknowledges and agrees that licensing by the Gaming Authorities may be required to enforce and/or exercise Borrower or foreclose upon certain security interests and such enforcement and/or exercise or foreclosure may be otherwise limited by the Gaming Laws and (ii) neither the Borrower nor any other Loan Party makes any representation or warranty as to the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests or any assets of any Foreign SubsidiarySubsidiary or any assets in a foreign jurisdiction, or as to the rights and remedies of the Agents or any Lender with respect thereto, under foreign law.

Security Documents. (a) The Collateral Agreement and the Holdings Guarantee and Pledge Agreement are is effective to create in favor of the Collateral Agent (for the benefit of the Secured Parties), in each case, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. As of the Closing Date, in the case of the Pledged Collateral described in the Collateral Agreement and the Holdings Guarantee and Pledge Agreement, when certificates or promissory notes, as applicable, representing such Pledged Collateral and required to be delivered under the applicable Security Document are delivered to the Collateral Agent, and in the case of the other Collateral described in the Collateral Agreement (other than the Intellectual Property), when financing statements and other filings specified in the Perfection Certificate are filed in the offices specified in the Perfection Certificate, the Collateral Agent (for the benefit of the Secured Parties) shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and, subject to Section 9-315 of the New York Uniform Commercial Code, the proceeds thereof, as security for the Obligations to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, in each case prior and superior in right to the Lien of any other person (except (x) Liens having priority by operation of law and (y) in the case of Collateral other than certificated securities and instruments of which the Collateral Agent has possession, Permitted Liens). (b) When the Collateral Agreement or an ancillary document thereunder is properly filed and recorded in the United States Patent and Trademark Office and the United States Copyright Office, and, with respect to Collateral in which a security interest cannot be perfected by such filings, upon the proper filing of the financing statements referred to in clause (a) above, the Collateral Agent (for the benefit of the Secured Parties) shall have a fully perfected (subject to exceptions arising from defects in the chain of title, which defects in the aggregate do not constitute a Material Adverse Effect hereunder) Lien on, and security interest in, all right, title and interest of the Loan Parties thereunder in the material United States Intellectual Property federal Copyrights, Patents and Trademarks registered (or subject to an application for registration) included in the Collateral (but, in the case of the United States registered copyrights Copyrights included in the Collateral, only to the extent such United States registered copyrights Copyrights are listed in such ancillary document filed with the United States Copyright Office) listed in such ancillary document, in each case prior and superior in right to the Lien of any other person, except for Permitted Liens (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on material United States federally registered trademarks Copyrights, Trademarks and patents, trademark Patents and patent material United States Trademark and Patent applications and registered copyrights acquired by the Loan Parties after the Closing Date). (c) The Mortgages, if any, executed and delivered on the Closing Date are, and the Mortgages executed and delivered after the Closing Date pursuant to Section 5.10 shall be, effective to create in favor of the Collateral Agent (for the benefit of the Secured Parties) legal, valid and enforceable Liens on all of the Loan Parties’ rights, titles and interests in and to the Mortgaged Property thereunder and the proceeds thereof, and when such Mortgages are filed or recorded in the proper real estate filing or recording offices, and all relevant mortgage taxes and recording charges are duly paid, the Collateral Agent (for the benefit of the Secured Parties) shall have valid Liens with record notice to third parties on, and security interests in, all rights, titles and interests of the Loan Parties in such Mortgaged Property and, to the extent applicable, subject to Section 9-315 of the Uniform Commercial Code, the proceeds thereof, in each case prior and superior in right to the Lien of any other person, except for Permitted Liens. (d) Notwithstanding anything herein (including this Section 3.17) or in any other Loan Document to the contrary, (i) each of the parties hereto acknowledges and agrees that licensing by the Gaming Authorities may be required to enforce and/or exercise no Borrower or foreclose upon certain security interests and such enforcement and/or exercise or foreclosure may be otherwise limited by the Gaming Laws and (ii) neither the Borrower nor any other Loan Party makes any representation or warranty as to the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary, or as to the rights and remedies of the Agents or any Lender with respect thereto, under foreign law.

Security Documents. (a1) The Collateral Agreement and the Holdings Guarantee and Pledge Agreement are is effective to create in favor of the Collateral Agent (for the benefit of the Secured Parties), ) legal and valid Liens on the Collateral described therein; and when financing statements in each caseappropriate form are filed in the offices specified on Schedule III to the Collateral Agreement, a legal, valid and enforceable short form grant of security interest in intellectual property (in substantially the form of Exhibit B to the Collateral described therein and proceeds thereof. As of Agreement (for trademarks), Exhibit C to the Closing Date, Collateral Agreement (for patents) or Exhibit D to the Collateral Agreement (for copyrights)) is properly filed in the case of United States Patent and Trademark Office or the United States Copyright Office, as applicable, and the Pledged Collateral described in the Collateral Agreement and the Holdings Guarantee and Pledge Agreement, when certificates or promissory notes, as applicable, representing such Pledged Collateral and required to be delivered under the applicable Security Document are is delivered to the Collateral Agent, and in the case of Liens on the other Collateral described in granted pursuant to the Collateral Agreement will constitute fully perfected Liens on all right, title and interest of the grantors in such Collateral in which (and to the extent) a security interest can be perfected under Article 9 of the Uniform Commercial Code by such filings, in each case prior to and superior in right of the Lien of any other than the Intellectual PropertyPerson (except for Permitted Liens), when . (2) When financing statements and other filings specified in the Perfection Certificate appropriate form are filed in the offices specified on Schedule III to the Collateral Agreement and the Collateral Agreement or a summary thereof or a short form grant of security interest in intellectual property (in substantially the form of Exhibit B to the Collateral Agreement (for trademarks), Exhibit C to the Collateral Agreement (for patents) or Exhibit D to the Collateral Agreement (for copyrights)) is properly filed in the Perfection CertificateUnited States Patent and Trademark Office or the United States Copyright Office, as applicable, the Liens on the Collateral Agent (for granted pursuant to the benefit of the Secured Parties) Collateral Agreement shall have a constitute fully perfected Lien on, and security interest in, Liens on all right, title and interest of the Loan Parties thereunder in such Collateral and, subject to Section 9-315 of the New York Uniform Commercial Code, the proceeds thereof, as security for the Obligations to the extent perfection can be obtained by filing Uniform Commercial Code financing statementsdomestic intellectual property, in each case prior and superior in right to the Lien of any other person Person (except (x) Liens having priority by operation of law and (y) in the case of Collateral other than certificated securities and instruments of which the Collateral Agent has possession, Permitted Liens). (b) When the Collateral Agreement or an ancillary document thereunder is properly filed and recorded in the United States Patent and Trademark Office and the United States Copyright Office, and, with respect to Collateral in which a security interest cannot be perfected by such filings, upon the proper filing of the financing statements referred to in clause (a) above, the Collateral Agent (for the benefit of the Secured Parties) shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties thereunder in the United States Intellectual Property included in the Collateral (but, in the case of the United States registered copyrights included in the Collateral, only to the extent such United States registered copyrights are listed in such ancillary document filed with the United States Copyright Office) listed in such ancillary document, in each case prior and superior in right to the Lien of any other person, except for Permitted Liens Liens) (it being understood that subsequent recordings in the United States Patent and Trademark Office and or the United States Copyright Office may be necessary to perfect a Lien on registered trademarks and patents, trademark and patent applications and registered copyrights acquired by the Loan Parties grantors after the Closing Date). (c) The Mortgages, if any, executed and delivered on the Closing Date are, and the Mortgages executed and delivered after the Closing Date pursuant to Section 5.10 shall be, effective to create in favor of the Collateral Agent (for the benefit of the Secured Parties) legal, valid and enforceable Liens on all of the Loan Parties’ rights, titles and interests in and to the Mortgaged Property thereunder and the proceeds thereof, and when such Mortgages are filed or recorded in the proper real estate filing or recording offices, and all relevant mortgage taxes and recording charges are duly paid, the Collateral Agent (for the benefit of the Secured Parties) shall have valid Liens with record notice to third parties on, and security interests in, all rights, titles and interests of the Loan Parties in such Mortgaged Property and, to the extent applicable, subject to Section 9-315 of the Uniform Commercial Code, the proceeds thereof, in each case prior and superior in right to the Lien of any other person, except for Permitted Liens. (d3) Notwithstanding anything herein (including this Section 3.173.14) or in any other Loan Document to the contrary, (i) each of the parties hereto acknowledges and agrees that licensing by the Gaming Authorities may be required to enforce and/or exercise or foreclose upon certain security interests and such enforcement and/or exercise or foreclosure may be otherwise limited by the Gaming Laws and (ii) neither the Borrower nor any other Loan Party makes any representation or warranty as to the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary, or as to the rights and remedies of the Agents or any Lender with respect thereto, under foreign law.

Security Documents. (a) The Collateral Agreement and the Holdings Guarantee and Pledge Agreement are is effective to create in favor of the Collateral Administrative Agent (for the benefit of the Secured Parties), in each case, ) a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereofthereof to the extent intended to be created thereby. As of the Closing Date, in In the case of the Pledged Collateral described in the Collateral Agreement and the Holdings Guarantee and Pledge Agreement, when certificates or promissory notes, as applicable, representing such Pledged Collateral and required (to be delivered the extent such Pledged Collateral constitutes “securities” under Article 8 of the applicable Security Document Uniform Commercial Code) are delivered to the Collateral AgentApplicable Agent pursuant to the terms of the ABL Intercreditor Agreement, and and, in the case of the other Collateral described in the Collateral Agreement (other than the Intellectual PropertyProperty (as defined in the Collateral Agreement)), when all necessary financing statements and other filings specified in the Perfection Certificate are filed in appropriate form with the offices specified in the Perfection Certificate, the Collateral Administrative Agent (for the benefit of the Secured Parties) shall have a fully perfected Lien on, and security interest inin (to the extent required thereby), all right, title and interest of the Domestic Loan Parties in such Collateral and, subject to Section 9-315 of the New York Uniform Commercial Code, the proceeds thereof, as security for the Obligations to the extent perfection can be obtained by filing of Uniform Commercial Code financing statements, in each case prior and superior in right to the Lien of any other person (except (x) Liens permitted by Section 6.02 and Liens having priority by operation of law law, and (y) except as provided for in the case of Collateral other than certificated securities and instruments of which the Collateral Agent has possession, Permitted LiensABL Intercreditor Agreement). (b) When the Collateral Agreement or an ancillary document thereunder a summary thereof is properly filed and recorded in the United States Patent and Trademark Office and the United States Copyright Office, and, with respect to Collateral in which a security interest cannot be perfected by such filings, upon the proper filing of the financing statements referred to in clause paragraph (a) above, the Administrative Agent (for the benefit of the Secured Parties) shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Domestic Loan Parties thereunder in the domestic Intellectual Property (to the extent intended to be created thereby), in each case prior and superior in right to any other person (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a lien on registered trademarks and patents, trademark and patent applications and registered copyrights acquired by the grantors thereunder after the Closing Date), except Liens permitted by Section 6.02 and Liens having priority by operation of Law, and except as provided for in the ABL Intercreditor Agreement. (c) Each of the Foreign Pledge Agreement and the other Foreign Security Documents is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof to the fullest extent permissible under applicable law. In the case of the Collateral described in the Foreign Pledge Agreement and such Foreign Security Document, when filings are made or notices given to third parties, as applicable, as requested in each relevant jurisdiction, the Administrative Agent (for the benefit of the Secured Parties) shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties thereunder party to the Foreign Pledge Agreement and Foreign Security Document in such Collateral and the United States Intellectual Property included in proceeds thereof, as security for the Collateral (butapplicable Obligations, in the case of the United States registered copyrights included in the Collateral, only to the extent perfection can be obtained by such United States registered copyrights are listed in such ancillary document filed with the United States Copyright Office) listed in such ancillary documentfilings or notices, in each case prior and superior in right to the Lien of any other personperson (subject to Liens permitted by Section 6.02, except for Permitted Liens having priority by operation of Law and the terms of the ABL Intercreditor Agreement), subject to (i) registration of undisclosed pledges and, where applicable, pledges of tangible assets with governmental tax authorities, (ii) recordation of notarial share pledges in the relevant shareholders registers, (iii) notification of debtors of certain receivables and (iv) any other exceptions set forth in the Foreign Pledge Agreement and such Foreign Security Document (it being explicitly understood the terms of the Foreign Pledge Agreement or such Foreign Security Document may explicitly provide that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may some or all of such actions need not be necessary to perfect a Lien on registered trademarks and patents, trademark and patent applications and registered copyrights acquired by the Loan Parties after the Closing Dateundertaken). (cd) The Mortgages, if any, Mortgages executed and delivered on the Closing Date are, and the Mortgages executed and delivered after the Closing Date pursuant to Section 5.10 shall be, effective to create in favor of the Collateral Administrative Agent (for the benefit of the Secured Parties) a legal, valid and enforceable Liens Lien on all of the Loan Parties’ rightsright, titles title and interests interest in and to the Mortgaged Property thereunder and the proceeds thereof, and when such Mortgages are filed or recorded in the proper real estate filing or recording offices, and all relevant mortgage taxes and recording charges are duly paid, the Collateral Administrative Agent (for the benefit of the Secured Parties) shall have valid Liens with record notice to third parties a fully perfected Lien on, and security interests interest in, all rightsright, titles title and interests interest of the Loan Parties in such Mortgaged Property and, to the extent applicable, subject to Section 9-315 of the Uniform Commercial Code, the proceeds thereof, in each case prior and superior in right to the Lien of any other person, other than with respect to the rights of a person pursuant to Liens permitted by Section 6.02 and Liens having priority by operation of law, and except as provided for Permitted Liensin the ABL Intercreditor Agreement. (de) Notwithstanding anything herein (including this Section 3.17) or in any other Loan Document to the contrary, (i) each of other than to the parties hereto acknowledges extent set forth in the Foreign Pledge Agreement and agrees that licensing by the Gaming Authorities may be required to enforce and/or exercise applicable Foreign Security Documents, no Borrower or foreclose upon certain security interests and such enforcement and/or exercise or foreclosure may be otherwise limited by the Gaming Laws and (ii) neither the Borrower nor any other Loan Party makes any representation or warranty as to the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary, perfection or as to the rights and remedies of the Agents or any Lender with respect thereto, under foreign law.

Security Documents. (a) The Collateral Agreement and the Holdings Guarantee and Pledge Agreement are is effective to create in favor of the Collateral Administrative Agent (for the benefit of the Secured Parties), in each case, ) a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. As of the Closing Date, in In the case of the Pledged Collateral described in the Collateral Agreement and the Holdings Guarantee and Pledge Agreement, when certificates or promissory notes, as applicable, representing such Pledged Collateral and required to be delivered under the applicable Security Document are delivered to the Collateral AgentAdministrative Agent (together with transfer powers or endorsements executed in blank), and in the case of the other Collateral described in the Collateral Agreement (other than the Intellectual Propertyregistered copyrights and copyright applications), when financing statements and other filings specified in the Perfection Certificate described on Schedule 3.17 are filed in the offices specified in the Perfection Certificateon Schedule 3.17, the Collateral Administrative Agent (for the benefit of the Secured Parties) shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and, subject to Section 9-315 of the New York Uniform Commercial Code, the proceeds thereof, as security for the Obligations to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, in each case prior and superior in right to the Lien of any other person (except (x) Liens having priority by operation of law and (y) except, in the case of Collateral other than certificated securities Pledged Collateral, Liens expressly permitted by Section 6.02 and instruments Liens having priority by operation of which the Collateral Agent has possession, Permitted Lienslaw). (b) When the Collateral Agreement or an ancillary document thereunder a summary thereof is properly filed and recorded in the United States Copyright Office or the United States Patent and Trademark Office and the United States Copyright Office, and, with respect to Collateral in which a security interest cannot be perfected by such filings, upon the proper filing of the financing statements referred to in clause (a) aboveas applicable, the Collateral Administrative Agent (for the benefit of the Secured Parties) shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties thereunder in the United States Intellectual Property included in the Collateral (but, in the case consisting of the United States registered copyrights included in the Collateral, only to the extent such United States registered copyrights are listed in such ancillary document filed with the United States Copyright Office) listed in such ancillary documentand copyright applications, in each case prior and superior in right to the Lien of any other person, person except for Permitted Liens expressly permitted by Section 6.02 and Liens having priority by operation of law (it being understood that subsequent recordings in the United States Copyright Office or United States Patent and Trademark Office and Office, as the United States Copyright Office case may be, may be necessary to perfect a Lien lien on registered trademarks copyrights and patents, trademark and patent copyright applications and registered copyrights acquired by the Loan Parties grantors after the Closing Date). (c) The Mortgages, if any, executed and delivered on the Closing Date are, and the Mortgages executed and delivered after the Closing Date pursuant to Section 5.10 shall be, be effective to create in favor of the Collateral Administrative Agent (for the benefit of the Secured Parties) a legal, valid and enforceable Liens Lien on all of the Loan Parties’ rightsright, titles title and interests interest in and to the Mortgaged Property thereunder and the proceeds thereof, and when such Mortgages are filed or recorded in the proper real estate filing or recording offices, and all relevant mortgage taxes and recording charges are duly paid, the Collateral Administrative Agent (for the benefit of the Secured Parties) shall have valid Liens with record notice to third parties a fully perfected Lien on, and security interests interest in, all rightsright, titles title and interests interest of the Loan Parties in such Mortgaged Property and, to the extent applicable, subject to Section 9-315 of the Uniform Commercial Code, the proceeds thereof, in each case prior and superior in right to the Lien of any other person, except for Permitted Liens. (d) Notwithstanding anything herein (including this Section 3.17) or in any other Loan Document to the contrary, (i) each of the parties hereto acknowledges and agrees that licensing by the Gaming Authorities may be required to enforce and/or exercise or foreclose upon certain security interests and such enforcement and/or exercise or foreclosure may be otherwise limited by the Gaming Laws and (ii) neither the Borrower nor any other Loan Party makes any representation or warranty as to the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary, or as than with respect to the rights of a person pursuant to Liens expressly permitted by Section 6.02 and remedies Liens having priority by operation of the Agents or any Lender with respect thereto, under foreign law.

Security Documents. (a) The Collateral Agreement and the Holdings Guarantee and Pledge Agreement are Each Security Document is effective to create in favor of the Collateral Agent (for the benefit of the Secured Parties), in each case, ) a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. As of the Closing Date, in the case of the Pledged Collateral described in the Collateral Agreement and the Holdings Guarantee and Pledge Agreement, when certificates or promissory notes, as applicable, representing such Pledged Collateral and required to be delivered under the applicable Security Document are delivered to the Collateral Agent, and in the case of the other Collateral described in the Collateral Agreement (other than the Intellectual PropertyProperty as described in clause (b)), when financing statements and other filings specified in the Perfection Certificate are filed in the offices specified in the Perfection Certificate, the Collateral Agent (for the benefit of the Secured Parties) shall have a fully perfected Lien (subject to all Permitted Liens) on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and, subject to Section 9-315 of the New York Uniform Commercial Code, the proceeds thereof, as security for the Obligations to the extent perfection can be obtained by filing Uniform Commercial Code financing statementsstatements or possession, in each case prior and superior in right to the Lien of any other person (except (x) Liens having priority by operation of law and (y) in the case of Collateral other than certificated securities and instruments of which the Collateral Agent has possession, Permitted Liens). (b) When the Collateral Agreement or an ancillary document thereunder is properly filed and recorded in the United States Patent and Trademark Office and the United States Copyright Office, and, with respect to Collateral in which a security interest cannot be perfected by such filings, upon the proper filing of the financing statements referred to in clause (a) above, the Collateral Agent (for the benefit of the Secured Parties) shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties thereunder in the United States Intellectual Property included in the Collateral (but, in the case of the United States registered copyrights included in the Collateral, only to the extent such United States registered copyrights are listed in such ancillary document filed with the United States Copyright Office) listed in such ancillary document, in each case prior and superior in right to the Lien of any other person, except for Permitted Liens (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks and patents, trademark and patent applications and registered copyrights acquired by the Loan Parties after the Closing Date). (c) The Mortgages, if any, executed and delivered on the Closing Date are, and the Mortgages executed and delivered after the Closing Date pursuant to Section 5.10 shall be, effective to create in favor of the Collateral Agent (for the benefit of the Secured Parties) legal, valid and enforceable Liens on all of the Loan Parties’ rights, titles and interests in and to the Mortgaged Property thereunder and the proceeds thereof, and when such Mortgages are filed or recorded in the proper real estate filing or recording offices, and all relevant mortgage taxes and recording charges are duly paid, the Collateral Agent (for the benefit of the Secured Parties) shall have valid Liens with record notice to third parties on, and security interests in, all rights, titles and interests of the Loan Parties in such Mortgaged Property and, to the extent applicable, subject to Section 9-315 of the Uniform Commercial Code, the proceeds thereof, in each case prior and superior in right to the Lien of any other person, except for Permitted Liens. (d) Notwithstanding anything herein (including this Section 3.17) or in any other Loan Document to the contrary, (i) each of the parties hereto acknowledges and agrees that licensing by the Gaming Authorities may be required to enforce and/or exercise or foreclose upon certain security interests and such enforcement and/or exercise or foreclosure may be otherwise limited by the Gaming Laws and (ii) neither the Borrower nor any other Loan Party (other than any Loan Party that is a Foreign Subsidiary) makes any representation or warranty as to the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary, or as to the rights and remedies of the Agents or any Lender with respect thereto, under foreign law, except, in each case, with respect to the Equity Interests of any Foreign Subsidiary that is a Loan Party.

Security Documents. (a) The Collateral Each Pledge and Security Agreement and the Holdings Guarantee and Pledge Agreement are will be effective to create (to the extent described therein and subject to exceptions set forth in the Collateral and Guarantee Requirement and any perfection requirements set out in the Pledge and Security Agreements) in favor of the Collateral Agent (for the benefit of the Secured Parties), in each case, a legal, valid and enforceable first ranking security interest in the Collateral described therein and proceeds thereofthereof (in each case, subject to Permitted Liens). As of the Closing Date, in the case of the Pledged Collateral described in the Collateral Agreement Pledge and the Holdings Guarantee and Pledge AgreementSecurity Agreements, when certificates or promissory notes, as applicable, representing such Pledged Collateral and are required to be delivered under the terms set forth in the applicable Pledge and Security Document Agreements are delivered to the Collateral Agent, and in the case of the other Collateral described in the Collateral such applicable Pledge and Security Agreement (other than Real Property and the Intellectual PropertyProperty described in Section 3.17(b)), when financing statements and other filings specified are filed or registered, as applicable, in the Perfection Certificate are filed applicable offices or system of registration and other actions described in the offices specified Pledge and Security Agreements are taken in the Perfection Certificateapplicable jurisdictions, the Collateral Agent (for the benefit of the Secured Parties) shall have a fully perfected first ranking Lien (in each case, subject to Permitted Liens) on, and security interest in, all right, title and interest of the Loan Parties in such Collateral (to the extent intended to be created thereby and required to be perfected under the Loan Documents) and, subject to Section 9-315 of the New York Uniform Commercial CodeCode (or any equivalent provisions of the PPSA), the proceeds thereof, as security for the Obligations to the extent perfection can be obtained by filing Uniform Commercial Code financing statements or PPSA financing statements, in each case prior and superior in right to the Lien of any other person (except (x) Liens having priority by operation of law and (y) in the case of Collateral other than certificated securities and instruments of which the Collateral Agent has possession, Permitted Liens). (b) When the Collateral financing statements referred to in clause (a) above have been properly filed and, if necessary, the applicable Pledge and Security Agreement or an ancillary document thereunder is Intellectual Property Security Agreement have been properly filed and recorded in the United States Patent and Trademark Office and Office, the United States Copyright Office or the Canadian Intellectual Property Office, and, with respect to Collateral in which a security interest cannot be perfected by such filings, upon the proper filing of the financing statements referred to in clause (a) aboveas applicable, the Collateral Agent (for the benefit of the Secured Parties) shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties thereunder in the United States Intellectual Property included in the Collateral (but, in that is protected under the case intellectual property laws of the United States registered copyrights included in the Collateral, only Specified Jurisdictions (to the extent such United States registered copyrights are listed in such ancillary document filed with intended to be created thereby and required to be perfected under the United States Copyright Office) listed in such ancillary documentLoan Documents), in each case prior and superior in right to the Lien of any other person, except for Permitted Liens that by their terms or operation of law rank prior thereto (it being understood that subsequent recordings in the United States Patent and Trademark Office and Office, the United States Copyright Office or the Canadian Intellectual Property Office, as applicable, may be necessary to perfect a Lien on registered trademarks Trademarks and patentsPatents, trademark Trademark and patent Patent applications and registered copyrights Copyrights or exclusive licenses to registered U.S. Copyrights acquired by the Loan Parties after the Closing Date). (c) The Mortgages, if any, executed and delivered on the Closing Date are, and the Mortgages executed and delivered after the Closing Date pursuant to Section 5.10 5.09 shall be, be effective to create in favor of the Collateral Agent (for the benefit of the Secured Parties) legal, valid and enforceable first ranking Liens (subject to Permitted Liens) on all of the Loan Parties’ rights, titles and interests in and to the Mortgaged Property thereunder and the proceeds thereof, and when such Mortgages are filed filed, registered or recorded in the proper real estate filing filing, land registry or recording offices, and all relevant mortgage taxes and recording charges are duly paid, the Collateral Agent (for the benefit of the Secured Parties) shall have valid and enforceable first ranking Liens (subject to Permitted Liens) with record notice to third parties on, and security interests in, all rights, titles and interests of the Loan Parties in such Mortgaged Property and, to the extent applicable, subject to Section 9-315 of the Uniform Commercial CodeCode (or similar laws in applicable jurisdictions), the proceeds thereof, in each case prior and superior in right to the Lien of any other person, except for Permitted Liens. (d) Notwithstanding anything herein (including this Section 3.17) or in any other Loan Document to the contrary, (i) each of the parties hereto acknowledges and agrees that licensing by the Gaming Authorities may be required to enforce and/or exercise or foreclose upon certain security interests and such enforcement and/or exercise or foreclosure may be otherwise limited by the Gaming Laws and (ii) neither the Borrower nor any other no Loan Party makes any representation or warranty as to the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary, or as to the rights and remedies of the Agents or any Lender with respect thereto, under foreign lawthe laws of any jurisdiction other than a Specified Jurisdiction, and no Borrower nor any Subsidiary Loan Party shall take any action to perfect any security interest in any part of the Collateral consisting of Intellectual Property outside of the Specified Jurisdictions.

Security Documents. (a) The Collateral Agreement and the Holdings Guarantee and U.S. Bank Pledge Agreement are is effective to create in favor of the U.S. Collateral Agent (Agent, for its benefit and the benefit of the Secured Parties), in each caseCreditors named therein, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. As of securing the Closing Date, Obligations (as defined in the case of the Pledged Collateral described in the Collateral Agreement and the Holdings Guarantee and U.S. Bank Pledge Agreement) having the priority set forth therein and, when certificates or promissory notes, as applicable, representing such Pledged Collateral and required to be delivered under the applicable Security Document are is delivered to the U.S. Collateral Agent, and in the case of the other Collateral described in the Collateral U.S. Bank Pledge Agreement (other than the Intellectual Property), when financing statements and other filings specified in the Perfection Certificate are filed in the offices specified in the Perfection Certificate, the Collateral Agent (for the benefit of the Secured Parties) shall have constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties pledgor thereunder in such Collateral and, subject to Section 9-315 of the New York Uniform Commercial Code, the proceeds thereof, as security for the Obligations to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, in each case prior and superior in right to the Lien of any other person (except (x) Liens having priority by operation of law and (y) in the case of Collateral other than certificated securities and instruments of which the Collateral Agent has possession, Permitted Liens)Collateral. (b) When the Collateral The U.S. Shared Pledge Agreement or an ancillary document thereunder is properly filed and recorded effective to create in the United States Patent and Trademark Office and the United States Copyright Office, and, with respect to Collateral in which a security interest cannot be perfected by such filings, upon the proper filing favor of the financing statements referred to in clause (a) aboveU.S. Collateral Agent, the Collateral Agent (for its benefit and the benefit of the Secured PartiesCreditors named therein, a legal, valid and enforceable security interest in the Collateral (as defined in the U.S. Shared Pledge Agreement) having the priority set forth therein and, when such Collateral is delivered to the U.S. Collateral Agent, the U.S. Shared Pledge Agreement shall have constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties pledgor thereunder in such Collateral. (i) The U.S. Security Agreement is effective to create in favor of the United States Intellectual Property included U.S. Collateral Agent, for its benefit and the ratable benefit of the Secured Creditors named therein, a legal, valid and enforceable security interest in the Collateral securing the Obligations (but, as defined in the case U.S. Security Agreement) having the priority set forth therein and (ii) when (x) financing statements in appropriate form are filed in the offices specified on Schedule 7 to the Perfection Certificate and (y) upon the taking of possession or control by the U.S. Collateral Agent of any such Collateral in which a security interest may be perfected only by possession or control (which possession or control shall be given to the U.S. Collateral Agent to the extent possession or control by the U.S. Collateral Agent is required by any Security Document), the U.S. Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the United States registered copyrights included grantors thereunder in such Collateral (other than the CollateralIntellectual Property), only to the extent such United States registered copyrights are listed in such ancillary document filed with Lien and security interest can be perfected by the United States Copyright Office) listed in such ancillary documentfiling of a financing statement pursuant to the UCC or by possession or control by the U.S. Collateral Agent, in each case prior and superior in right to the Lien of any other personPerson, except for other than with respect to Permitted Liens Liens. (d) When the filings in clause (c)(ii)(x) above are made and when the U.S. Security Agreement (or a summary thereof) is filed in the United States Patent and Trademark Office and the United States Copyright Office, the U.S. Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Credit Parties in the Intellectual Property in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks and patentstrademarks, trademark and patent applications and registered copyrights acquired by the Loan Credit Parties after the Closing Effective Date), in each case prior and superior in right to any other Person other than with respect to Permitted Liens. (ce) The Mortgages, if any, Each Mortgage executed and delivered on as of the Closing Effective Date areis, and or to the Mortgages extent any Mortgage is duly executed and delivered after thereafter by the Closing Date pursuant to Section 5.10 shall berelevant Credit Party, will be effective to create create, subject to the exceptions listed in each title insurance policy covering such Mortgage, in favor of the U.S. Collateral Agent (Agent, for its benefit and the ratable benefit of the Secured Parties) Creditors named therein, a legal, valid and enforceable Liens Lien on and security interest in all of the Loan Credit Parties’ rightsright securing the Obligations as defined therein, titles title and interests interest in and to the Mortgaged Property Properties thereunder and the proceeds thereofthereof and having the priority set forth therein, and when such the Mortgages are filed or recorded in the proper real estate filing or recording offices, and all relevant mortgage taxes and recording charges are duly paidoffices specified on Schedule 6.11(e), the Collateral Agent (for the benefit of the Secured Parties) Mortgages shall have valid Liens with record notice to third parties constitute a Lien on, and security interests interest in, all rightsright, titles title and interests interest of the Loan Credit Parties in such Mortgaged Property and, to the extent applicable, subject to Section 9-315 of the Uniform Commercial Code, Properties and the proceeds thereof, in each case prior and superior in right to the Lien of any other personPerson, except for other than with respect to the rights of Persons pursuant to Permitted Liens. (df) Notwithstanding anything herein (including this Section 3.17) or Each Euro Security Document is effective to create in any other Loan Document to the contrary, (i) each favor of the parties hereto acknowledges Euro Collateral Agent, for the ratable benefit of the Secured Creditors named therein, a legal, valid and agrees that licensing by the Gaming Authorities may be required to enforce and/or exercise or foreclose upon certain security interests and such enforcement and/or exercise or foreclosure may be otherwise limited by the Gaming Laws and (ii) neither the Borrower nor any other Loan Party makes any representation or warranty as to the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or enforceable security interest in any Equity Interests of any Foreign Subsidiarythe assets purported to be encumbered thereby having the priority set forth therein and, or as to when the rights actions specified in Schedule 6.11(f) are taken, each Euro Security Document shall constitute a fully perfected Lien on, and remedies security interest in, all right, title and interest of the Agents or grantors thereunder in such Collateral, in each case prior and superior in right to any Lender other Person, other than with respect thereto, under foreign lawto Permitted Liens.

Security Documents. (a) The Collateral Agreement and the Holdings Guarantee and Pledge Agreement Security Agreements are effective to create in favor of the Collateral Agent (for the benefit of the Secured Parties, legal, valid and enforceable security interests in and Liens on the Security Agreement Collateral and (i) when financing statements and other filings in appropriate form are filed in the offices specified on Schedule 7 to the Perfection Certificate and (ii) upon the taking of possession or control by the Collateral Agent of the Security Agreement Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the Collateral Agent to the extent possession or control by the Collateral Agent is required by the Security Agreements), the Liens created by the Security Agreements shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the grantors thereunder in the Security Agreement Collateral other than Intellectual Property (as defined in the U.S. Security Agreement), in each casecase subject to no Liens other than Permitted Collateral Liens. (b) When the U.S. Security Agreement or a short form thereof is filed in the United States Patent and Trademark Office and the United States Copyright Office, the Lien created by the U.S. Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in the Intellectual Property (as defined in such Security Agreement), in each case subject to no Liens other than Permitted Collateral Liens. (c) Each Mortgage executed and delivered as of the Closing Date is, or, to the extent any Mortgage is duly executed and delivered thereafter by the relevant Loan Party, will be, effective to create, in favor of the Collateral Agent, for its benefit and the benefit of the Secured Parties, subject only to Permitted Collateral Liens or other Liens acceptable to the Collateral Agent, a legal, valid and enforceable first priority Lien on and security interest in all of the Loan Parties' right, title and interest in and to the Mortgaged Properties thereunder and the proceeds thereof, and when the Mortgages are filed in the offices specified on Schedule 1.01(a) (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 5.10 and 5.11, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 5.10 and 5.11), the Mortgages shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, in each case prior and superior in right to any other person, other than Permitted Collateral Liens or other Liens acceptable to the Collateral Agent. (d) Each Security Document delivered pursuant to Sections 5.10 and 5.11 will, upon execution and delivery thereof, be effective to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. As Lien on all of the Closing DateLoan Parties' right, title and interest in the case of the Pledged Collateral described in the Collateral Agreement and the Holdings Guarantee and Pledge Agreement, when certificates or promissory notes, as applicable, representing such Pledged Collateral and required to be delivered under the applicable Security Document are delivered to the Collateral Agentthereunder, and when all appropriate filings or recordings are made in the case of the other Collateral described in the Collateral Agreement (other than the Intellectual Property)appropriate offices as may be required under applicable law, when financing statements and other filings specified in the Perfection Certificate are filed in the offices specified in the Perfection Certificate, the Collateral Agent (for the benefit of the Secured Parties) shall have such Security Document will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and, subject to Section 9-315 of the New York Uniform Commercial Code, the proceeds thereof, as security for the Obligations to the extent perfection can be obtained by filing Uniform Commercial Code financing statementsCollateral, in each case prior and superior in right subject to the Lien of any other person (except (x) no Liens having priority by operation of law and (y) in the case of Collateral other than certificated securities and instruments of which the applicable Permitted Collateral Agent has possession, Permitted Liens). (b) When the Collateral Agreement or an ancillary document thereunder is properly filed and recorded in the United States Patent and Trademark Office and the United States Copyright Office, and, with respect to Collateral in which a security interest cannot be perfected by such filings, upon the proper filing of the financing statements referred to in clause (a) above, the Collateral Agent (for the benefit of the Secured Parties) shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties thereunder in the United States Intellectual Property included in the Collateral (but, in the case of the United States registered copyrights included in the Collateral, only to the extent such United States registered copyrights are listed in such ancillary document filed with the United States Copyright Office) listed in such ancillary document, in each case prior and superior in right to the Lien of any other person, except for Permitted Liens (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks and patents, trademark and patent applications and registered copyrights acquired by the Loan Parties after the Closing Date). (c) The Mortgages, if any, executed and delivered on the Closing Date are, and the Mortgages executed and delivered after the Closing Date pursuant to Section 5.10 shall be, effective to create in favor of the Collateral Agent (for the benefit of the Secured Parties) legal, valid and enforceable Liens on all of the Loan Parties’ rights, titles and interests in and to the Mortgaged Property thereunder and the proceeds thereof, and when such Mortgages are filed or recorded in the proper real estate filing or recording offices, and all relevant mortgage taxes and recording charges are duly paid, the Collateral Agent (for the benefit of the Secured Parties) shall have valid Liens with record notice to third parties on, and security interests in, all rights, titles and interests of the Loan Parties in such Mortgaged Property and, to the extent applicable, subject to Section 9-315 of the Uniform Commercial Code, the proceeds thereof, in each case prior and superior in right to the Lien of any other person, except for Permitted Liens. (d) Notwithstanding anything herein (including this Section 3.17) or in any other Loan Document to the contrary, (i) each of the parties hereto acknowledges and agrees that licensing by the Gaming Authorities may be required to enforce and/or exercise or foreclose upon certain security interests and such enforcement and/or exercise or foreclosure may be otherwise limited by the Gaming Laws and (ii) neither the Borrower nor any other Loan Party makes any representation or warranty as to the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary, or as to the rights and remedies of the Agents or any Lender with respect thereto, under foreign law.

Security Documents. (a) The Collateral Agreement and Each of the Holdings Guarantee and Pledge Agreement are Security Documents described in Schedule 1.01(a) will as of the Original Effective Date be effective to create in favor of the Collateral Agent (for the benefit of the Secured Parties), in each case, ) a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof(subject to any limitations specified therein). As of the Closing Date, in In the case of the Pledged Collateral described in any of such Security Documents the Collateral Agreement and the Holdings Guarantee and Pledge Agreementsecurity interest in which is perfected by delivery thereof, when certificates or promissory notes, as applicable, representing such Pledged Collateral and required to be delivered under the applicable Security Document are delivered to the Collateral Agent, and in the case of the other Collateral described in the Collateral Agreement any such Security Document (other than the Intellectual PropertyProperty (as defined in the U.S. Collateral Agreement)), when financing statements and other filings specified in on Schedule 6 of the Perfection Certificate in appropriate form are filed in the offices specified in on Schedule 7 of the Perfection Certificate, the Collateral Agent (for the benefit of the Secured Parties) shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and, subject to Section 9-315 of the New York Uniform Commercial Code, the proceeds thereofCollateral, as security for the Obligations to the extent perfection can be obtained by filing Uniform Commercial Code financing statementssecured thereby, in each case prior and superior in right to the Lien of any other person Person (except (x) Liens having priority by operation of law and (y) except, in the case of Collateral other than certificated securities Pledged Collateral, Liens expressly permitted by Section 6.02 and instruments Liens having priority by operation of which the Collateral Agent has possession, Permitted Lienslaw). (b) When the U.S. Collateral Agreement or an ancillary document thereunder a summary thereof is properly filed and recorded in the United States Patent and Trademark Office and the United States Copyright Office, and, with respect to Collateral in which a security interest cannot be perfected by such filings, upon the proper filing of the financing statements referred to in clause paragraph (a) above, the Collateral Agent (for the benefit of the Secured Parties) shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties thereunder in the United States Intellectual Property included in the Collateral (but, in the case of the United States registered copyrights included in the Collateral, only to the extent such United States registered copyrights are listed in such ancillary document filed with the United States Copyright Office) listed in such ancillary documentProperty, in each case prior and superior in right to the Lien of any other person, Person except for Permitted Liens expressly permitted by Section 6.02 and Liens having priority by operation of law (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien lien on registered trademarks and patents, trademark and patent applications and registered copyrights acquired by the Loan Parties grantors after the Closing Original Effective Date). (c) The MortgagesEach Foreign Pledge Agreement will be effective to create in favor of the Collateral Agent, for the benefit of the applicable Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein. In the case of the Pledged Collateral described in a Foreign Pledge Agreement, the security interest in which is perfected by delivery thereof, when certificates or promissory notes, as applicable, representing such Pledged Collateral are delivered to the Collateral Agent, and, in the case of all other Collateral provided for therein, when filings or recordings are made in the appropriate offices in each relevant jurisdiction and the other actions, if any, executed and delivered on specified in such Foreign Pledge Agreement are taken, the Closing Date areCollateral Agent (for the benefit of the Secured Parties) shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral, as security for the Obligations secured thereby, in each case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Collateral, Liens expressly permitted by Section 6.02). (d) The Mortgages (including any Mortgages executed and delivered after the Closing Original Effective Date pursuant to Section 5.10 and 5.13) shall be, be effective to create in favor of the Collateral Agent (for the benefit of the Secured Parties) a legal, valid and enforceable Liens Lien on all of the Loan Parties’ rightsright, titles title and interests interest in and to the Mortgaged Property thereunder and the proceeds thereof, and when such Mortgages are filed or recorded in the proper real estate filing or recording offices, and all relevant mortgage taxes and recording charges are duly paid, the Collateral Agent (for the benefit of the Secured Parties) shall have valid Liens with record notice to third parties a fully perfected Lien on, and security interests interest in, all rightsright, titles title and interests interest of the Loan Parties in such Mortgaged Property and, to the extent applicable, subject to Section 9-315 of the Uniform Commercial Code, the proceeds thereof, in each case prior and superior in right to the Lien of any other personPerson, except for Permitted Liens. (d) Notwithstanding anything herein (including this Section 3.17) or in any other Loan Document to the contrary, (i) each of the parties hereto acknowledges and agrees that licensing by the Gaming Authorities may be required to enforce and/or exercise or foreclose upon certain security interests and such enforcement and/or exercise or foreclosure may be otherwise limited by the Gaming Laws and (ii) neither the Borrower nor any other Loan Party makes any representation or warranty as to the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary, or as than with respect to the rights and remedies of the Agents or any Lender with respect thereto, under foreign lawa Person pursuant to Liens expressly permitted by Section 6.02(a).

Security Documents. (a) The Collateral Agreement and the Holdings Guarantee and Pledge Agreement are Each Security Document is effective to create in favor of the Collateral Agent (for the benefit of the Secured Parties), in each case, ) a legal, valid and enforceable security interest in the Collateral to the extent described therein and proceeds thereofthat a security interest in such Collateral can be created under the UCC. As of the Closing Effective Date, in the case of the Pledged Collateral described in the Collateral Agreement and the Holdings Guarantee and Pledge Security Agreement, when certificates or promissory notes, as applicable, representing such Pledged Collateral and required to be delivered under the applicable Security Document are delivered to the Collateral Agent, and in the case of the other Collateral described in the Collateral Security Agreement (other than the Intellectual Property), when financing statements and other filings specified in the Perfection Certificate are filed in the offices specified in the Perfection Certificateapplicable filing offices, the Collateral Agent (for the benefit of the Secured Parties) shall have a fully perfected Lien (subject to all Permitted Encumbrances or as otherwise permitted by Section 6.02) on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and, subject to Section 9-315 of the New York Uniform Commercial Code, extent a security interest in such Collateral can be created under the proceeds thereofUCC, as security for the Secured Obligations to the extent perfection in such collateral can be obtained by filing Uniform Commercial Code financing statementsstatements or possession, in each case prior and superior in right to the Lien of any other person Person (except (x) Liens having priority Permitted Encumbrances or as otherwise permitted by operation of law and (y) in the case of Collateral other than certificated securities and instruments of which the Collateral Agent has possession, Permitted LiensSection 6.02). (b) When the Collateral Security Agreement or an ancillary document thereunder a short form thereof is properly filed and recorded in the United States Patent and Trademark Office and and/or the United States Copyright Office, as applicable, and, with respect to Collateral in which a security interest cannot be perfected by such filings, upon the proper filing of the financing statements referred to in clause (a) above, the Collateral Agent (for the benefit of the Secured Parties) shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties thereunder in the United States Intellectual Property included in the Collateral (butregistered trademarks and United States issued patents, in the case of the United States trademark and patent applications and United States registered copyrights included in the Collateral, only to the extent such and exclusive licenses of United States registered copyrights are listed in such ancillary document filed with the United States Copyright Office) listed in such ancillary documentcopyrights, in each case prior and superior in right to the Lien of any other personPerson, except for Permitted Liens Encumbrances or as otherwise permitted by Section 6.02 (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks and issued patents, trademark and patent applications and registered copyrights and exclusive licenses of registered copyrights acquired by the Loan Parties after the Closing Effective Date or any U.S. intent-to-use trademark applications that are no longer after the Effective Date, deemed Excluded Property). (c) The Mortgages, if any, executed and delivered on the Closing Date are, and the Mortgages executed and delivered after the Closing Date pursuant to Section 5.10 shall be, effective to create in favor of the Collateral Agent (for the benefit of the Secured Parties) legal, valid and enforceable Liens on all of the Loan Parties’ rights, titles and interests in and to the Mortgaged Property thereunder and the proceeds thereof, and when such Mortgages are filed or recorded in the proper real estate filing or recording offices, and all relevant mortgage taxes and recording charges are duly paid, the Collateral Agent (for the benefit of the Secured Parties) shall have valid Liens with record notice to third parties on, and security interests in, all rights, titles and interests of the Loan Parties in such Mortgaged Property and, to the extent applicable, subject to Section 9-315 of the Uniform Commercial Code, the proceeds thereof, in each case prior and superior in right to the Lien of any other person, except for Permitted Liens. (d) Notwithstanding anything herein (including this Section 3.17) or in any other Loan Document to the contrary, (i) each of the parties hereto acknowledges and agrees that licensing by the Gaming Authorities may be required to enforce and/or exercise or foreclose upon certain security interests and such enforcement and/or exercise or foreclosure may be otherwise limited by the Gaming Laws and (ii) neither the Borrower nor any other Loan Party makes any representation or warranty as to the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary, or as to the rights and remedies of the Agents or any Lender with respect thereto, under foreign law.

Security Documents. (a) The Collateral Agreement and Each Security Document will, following the Holdings Guarantee and Pledge Agreement are consummation of the Enhabit Transactions, be effective to create in favor of the Collateral Agent (for the benefit of the Secured Parties), in each case, ) a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. As of the Closing Date, in In the case of the Pledged Collateral described in the Collateral Agreement and the Holdings Guarantee and Pledge Agreement, when certificates or promissory notes, as applicable, representing such Pledged Collateral and required to be delivered under the applicable Security Document are delivered to the Collateral Agent, and in the case of the other Collateral described in the Collateral Agreement (other than the Intellectual Property), when financing statements and other filings specified in the Perfection Certificate are filed in the offices specified in the Perfection Certificate, the Collateral Agent (for the benefit of the Secured Parties) shall have a fully perfected Lien (subject to all Permitted Liens) on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and, subject to Section 9-315 of the New York Uniform Commercial Code, the proceeds thereof, as security for the Obligations to the extent perfection can be obtained by filing Uniform Commercial Code financing statementsstatements or possession, in each case prior and superior in right to the Lien of any other person (except (x) Liens having priority by operation of law and (y) in the case of Collateral other than certificated securities and instruments of which the Collateral Agent has possession, Permitted Liens). (b) When the Collateral Agreement or an ancillary document thereunder is properly filed and recorded in the United States Patent and Trademark Office and the United States Copyright Office, and, with respect to Collateral in which a security interest cannot be perfected by such filings, upon the proper filing of the financing statements referred to in clause (a) above, the Collateral Agent (for the benefit of the Secured Parties) shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties thereunder in the United States Intellectual Property included in the Collateral (but, in the case of the United States registered copyrights included in the Collateral, only to the extent such United States registered copyrights are listed in such ancillary document filed with the United States Copyright Office) listed in such ancillary document, in each case prior and superior in right to the Lien of any other person, except for Permitted Liens (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks and patents, trademark and patent applications and registered copyrights acquired by the Loan Parties after the Closing Date). (c) The Mortgages, if any, executed and delivered on the Closing Date are, and the Mortgages executed and delivered after the Closing Date pursuant to Section 5.10 shall be, effective to create in favor of the Collateral Agent (for the benefit of the Secured Parties) legal, valid and enforceable Liens on all of the Loan Parties’ rights, titles and interests in and to the Mortgaged Property thereunder and the proceeds thereof, and when such Mortgages are filed or recorded in the proper real estate filing or recording offices, and all relevant mortgage taxes and recording charges are duly paid, the Collateral Agent (for the benefit of the Secured Parties) shall have valid Liens with record notice to third parties on, and security interests in, all rights, titles and interests of the Loan Parties in such Mortgaged Property and, to the extent applicable, subject to Section 9-315 of the Uniform Commercial Code, the proceeds thereof, in each case prior and superior in right to the Lien of any other person, except for Permitted Liens. (d) Notwithstanding anything herein (including this Section 3.17) or in any other Loan Document to the contrary, (i) each of the parties hereto acknowledges and agrees that licensing by the Gaming Authorities may be required to enforce and/or exercise or foreclose upon certain security interests and such enforcement and/or exercise or foreclosure may be otherwise limited by the Gaming Laws and (ii) neither the Borrower nor any other Loan Party makes any representation or warranty as to the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary, or as to the rights and remedies of the Agents or any Lender with respect thereto, under foreign law.

Security Documents. (a) The Guarantee and Collateral Agreement and the Holdings Guarantee and Pledge Agreement are each other Security Document is effective to create in favor of the Collateral Agent (Agent, for the benefit of the Secured Parties), in each case, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereofthereof (to the extent a security interest can be created therein under the Uniform Commercial Code). As of the Closing Date, in In the case of the Pledged Collateral Equity Interests described in the Guarantee and Collateral Agreement and the Holdings Guarantee and each Foreign Pledge Agreement, when stock or interest certificates or promissory notes, as applicable, representing such Pledged Collateral Equity Interests (along with properly completed stock or interest powers endorsing the Pledged Equity Interest and required to be delivered under executed by the applicable Security Document owner of such shares or interests are delivered to the Collateral Agent) or such other actions specified in each Foreign Pledge Agreement are taken, and in the case of the other Collateral described in the Guarantee and Collateral Agreement or any other Security Document (other than the Intellectual Propertydeposit accounts), when financing statements and other filings specified on Schedule 5.19 in the Perfection Certificate appropriate form are filed in the offices specified in the Perfection Certificateon Schedule 5.19, the Collateral Agent (Agent, for the benefit of the Secured Parties) , shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and, subject to Section 9-315 of the New York Uniform Commercial Code, and the proceeds thereof, as security for the Obligations to the extent perfection can be obtained by filing Uniform Commercial Code financing statementsObligations, in each case prior and superior in right to the Lien of any other person Person (except (x) Liens having priority permitted by operation of law and (y) in Section 8.3). In the case of Collateral other than certificated securities that consists of deposit accounts, when a Control Agreement is executed and instruments of which the Collateral Agent has possession, Permitted Liens). (b) When the Collateral Agreement or an ancillary document thereunder is properly filed and recorded in the United States Patent and Trademark Office and the United States Copyright Office, and, delivered by all parties thereto with respect to Collateral in which a security interest cannot be perfected by such filings, upon the proper filing of the financing statements referred to in clause (a) aboveaccounts, the Collateral Agent (Agent, for the benefit of the Secured Parties) , shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties thereunder in such Collateral and the proceeds thereof, as security for the Obligations, prior and superior to any other Person except as provided under the applicable Control Agreement with respect to the financial institution party thereto. (b) Each of the Mortgages (if any) is effective to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a valid Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the United States Intellectual Property included offices specified therein, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Collateral Mortgaged Properties and the proceeds thereof, as security for the Obligations (but, as defined in the case of the United States registered copyrights included in the Collateral, only to the extent such United States registered copyrights are listed in such ancillary document filed with the United States Copyright Office) listed in such ancillary documentrelevant Mortgage), in each case prior and superior in right to the Lien of any other personPerson (except Liens permitted by Section 8.3). Schedule 5.19(b) lists, except for Permitted Liens (it being understood that subsequent recordings as of the Restatement Date, each parcel of owned real property located in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks and patents, trademark and patent applications and registered copyrights acquired held by the Loan Parties after Borrower or any of its Subsidiaries that has a value, in the Closing Date). (c) The Mortgages, if any, executed and delivered on the Closing Date are, and the Mortgages executed and delivered after the Closing Date pursuant to Section 5.10 shall be, effective to create in favor reasonable opinion of the Collateral Agent (for the benefit of the Secured Parties) legal, valid and enforceable Liens on all of the Loan Parties’ rights, titles and interests in and to the Mortgaged Property thereunder and the proceeds thereof, and when such Mortgages are filed or recorded in the proper real estate filing or recording offices, and all relevant mortgage taxes and recording charges are duly paid, the Collateral Agent (for the benefit of the Secured Parties) shall have valid Liens with record notice to third parties on, and security interests in, all rights, titles and interests of the Loan Parties in such Mortgaged Property and, to the extent applicable, subject to Section 9-315 of the Uniform Commercial Code, the proceeds thereofBorrower, in each case prior and superior in right to the Lien excess of any other person, except for Permitted Liens$10,000,000. (d) Notwithstanding anything herein (including this Section 3.17) or in any other Loan Document to the contrary, (i) each of the parties hereto acknowledges and agrees that licensing by the Gaming Authorities may be required to enforce and/or exercise or foreclose upon certain security interests and such enforcement and/or exercise or foreclosure may be otherwise limited by the Gaming Laws and (ii) neither the Borrower nor any other Loan Party makes any representation or warranty as to the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary, or as to the rights and remedies of the Agents or any Lender with respect thereto, under foreign law.

Security Documents. (a) The Collateral Agreement and the Holdings Guarantee and Pledge Agreement are Each Security Document is effective to create in favor of the Collateral Agent (for the benefit of the Secured Parties)) or, if so contemplated by the respective Security Document, the Collateral Agent and the other Secured Parties, in each case, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. As of the Closing Date, in the case of the Pledged Collateral described in the U.S. Collateral Agreement and the Holdings Guarantee and Pledge Agreement, when certificates or promissory notes, as applicable, representing such Pledged Collateral and required to be delivered under the applicable Security Document are delivered to the Collateral Agent, and in the case of the other Collateral described in the U.S. Collateral Agreement (other than the Intellectual Property), when financing statements and other filings specified in the Perfection Certificate are filed in the offices specified in the Perfection Certificate, the Collateral Agent (for the benefit of the Secured Parties) shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and, subject to Section 9-315 of the New York Uniform Commercial Code, the proceeds thereof, as security for the Obligations to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, in each case prior and superior in right to the Lien of any other person (except (x) Liens having priority by operation of law and (y) in the case of Collateral other than certificated securities and instruments of which the Collateral Agent has possession, Permitted Liens). (b) When the U.S. Collateral Agreement or an ancillary document thereunder is properly filed and recorded in the United States Patent and Trademark Office and the United States Copyright Office, and, with respect to Collateral in which a security interest cannot be perfected by such filings, upon the proper filing of the financing statements referred to in clause (a) above, the Collateral Agent (for the benefit of the Secured Parties) shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties thereunder in the material United States Intellectual Property included in the Collateral (but, in the case of the United States registered copyrights included in the Collateral, only to the extent such United States registered copyrights are listed in such ancillary document filed with the United States Copyright Office) listed in such ancillary document, in each case prior and superior in right to the Lien of any other person, except for Permitted Liens (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on material registered trademarks and patents, trademark and patent applications and registered copyrights acquired by the Loan Parties after the Closing Date). (c) The Mortgages, if any, executed and delivered on the Closing Date are, and the Mortgages executed and delivered after the Closing Date pursuant to Section 5.10 shall be, effective to create in favor of the Collateral Agent (for the benefit of the Secured Parties) legal, valid and enforceable Liens on all of the Loan Parties’ rights, titles and interests in and to the Mortgaged Property thereunder and the proceeds thereof, and when such Mortgages are filed or recorded in the proper real estate filing or recording offices, and all relevant mortgage taxes and recording charges are duly paid, the Collateral Agent (for the benefit of the Secured Parties) shall have valid Liens with record notice to third parties on, and security interests in, all rights, titles and interests of the Loan Parties in such Mortgaged Property and, to the extent applicable, subject to Section 9-315 of the Uniform Commercial Code, the proceeds thereof, in each case prior and superior in right to the Lien of any other person, except for Permitted Liens. (d) Notwithstanding anything herein (including this Section 3.17) or in any other Loan Document to the contrary, (i) each of the parties hereto acknowledges and agrees that licensing by the Gaming Authorities may be required to enforce and/or exercise or foreclose upon certain security interests and such enforcement and/or exercise or foreclosure may be otherwise limited by the Gaming Laws and (ii) neither the Borrower nor any other Loan Party makes any representation or warranty as to the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary, or as to the rights and remedies of the Agents or any Lender with respect thereto, under foreign law.

Security Documents. (a) The Collateral Agreement and the Holdings Guarantee and Pledge Agreement are Each Security Document is effective to create in favor of the Collateral Agent (for the benefit of the Secured Parties), in each case, ) a legal, valid and enforceable Lien on and security interest in the Collateral described therein and proceeds thereofto the extent described therein. As of the Closing Effective Date, in the case of the Pledged Collateral described in the Collateral Agreement Guaranty and the Holdings Guarantee and Pledge Security Agreement, when certificates or promissory notes, as applicable, representing such Pledged Collateral and required to be delivered under the applicable Security Document are delivered to the Collateral Agent, and in the case of the other Collateral described in the Collateral Guaranty and Security Agreement (other than the Intellectual Property), when financing statements and other filings specified in the Perfection Certificate are filed in the offices specified in the Perfection Certificateapplicable filing offices, the Collateral Agent (for the benefit of the Secured Parties) shall have a fully perfected Lien (subject to all Permitted Encumbrances or as otherwise permitted by Section 6.02) on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and, subject to Section 9-315 of the New York Uniform Commercial Code, extent a security interest in such Collateral can be created under the proceeds thereofUCC, as security for the Secured Obligations to the extent perfection in such collateral can be obtained by filing Uniform Commercial Code financing statementsstatements or possession, in each case prior and superior in right to the Lien of any other person Person (except (x) Liens having priority Permitted Encumbrances or as otherwise permitted by operation of law and (y) in the case of Collateral other than certificated securities and instruments of which the Collateral Agent has possession, Permitted LiensSection 6.02). (b) When the Collateral Guaranty and Security Agreement or an ancillary document thereunder a short form thereof is properly filed and recorded in the United States Patent and Trademark Office and and/or the United States Copyright Office, as applicable, and, with respect to Collateral in which a security interest cannot be perfected by such filings, upon the proper filing of the financing statements referred to in clause (a) above, the Collateral Agent (for the benefit of the Secured Parties) shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties thereunder in the United States Intellectual Property included in the Collateral (butregistered trademarks and United States issued patents, in the case of the United States trademark and patent applications and United States registered copyrights included in the Collateral, only to the extent such and exclusive licenses of United States registered copyrights are listed in such ancillary document filed with the United States Copyright Office) listed in such ancillary documentcopyrights, in each case prior and superior in right to the Lien of any other personPerson, except for Permitted Liens Encumbrances or as otherwise permitted by Section 6.02 (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks and issued patents, trademark and patent applications and registered copyrights and exclusive licenses of registered copyrights acquired by the Loan Parties after the Closing Effective Date or any U.S. intent-to-use trademark applications that are no longer after the Effective Date, deemed Excluded Property). (c) The Mortgages, if any, executed and delivered on the Closing Date are, and the Mortgages executed and delivered after the Closing Date pursuant to Section 5.10 shall be, effective to create in favor of the Collateral Agent (for the benefit of the Secured Parties) legal, valid and enforceable Liens on all of the Loan Parties’ rights, titles and interests in and to the Mortgaged Property thereunder and the proceeds thereof, and when such Mortgages are filed or recorded in the proper real estate filing or recording offices, and all relevant mortgage taxes and recording charges are duly paid, the Collateral Agent (for the benefit of the Secured Parties) shall have valid Liens with record notice to third parties on, and security interests in, all rights, titles and interests of the Loan Parties in such Mortgaged Property and, to the extent applicable, subject to Section 9-315 of the Uniform Commercial Code, the proceeds thereof, in each case prior and superior in right to the Lien of any other person, except for Permitted Liens. (d) Notwithstanding anything herein (including this Section 3.17) or in any other Loan Document to the contrary, (i) each of the parties hereto acknowledges and agrees that licensing by the Gaming Authorities may be required to enforce and/or exercise or foreclose upon certain security interests and such enforcement and/or exercise or foreclosure may be otherwise limited by the Gaming Laws and (ii) neither the Borrower nor any other Loan Party makes any representation or warranty as to the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary, or as to the rights and remedies of the Agents or any Lender with respect thereto, under foreign law.

Security Documents. (a) The provisions of the U.S. Security Agreement (when executed and delivered by all parties thereto) are effective to create in favor of the Collateral Agent, for the benefit of the Secured Creditors, a legal, valid and enforceable security interest in all right, title and interest of the U.S. Credit Parties in all of the Security Agreement Collateral described therein, and when proper UCC financing statements have been filed in the Holdings Guarantee appropriate filing offices against each U.S. Credit Party and/or the Collateral Agent has obtained “control” (within the meaning of the UCC) of the Core Deposit Accounts and Pledge DB Accounts thereunder, the Collateral Agent, for the benefit of the Secured Creditors, shall have a perfected security interest in all right, title and interest in all of the Security Agreement Collateral described therein of such U.S. Credit Party to the extent such security interest can be perfected by filing a UCC financing statement under the UCC or, with respect to the Core Deposit Accounts or DB Accounts, by the Collateral Agent having “control”, subject to no other Liens other than Permitted Liens (it being understood that the Permitted Liens described in Section 10.01(s) are subject to the terms of the Intercreditor Agreement at any time that Permitted Additional Secured Indebtedness is outstanding). (b) The Dutch Security Agreements and each other Security Document governed by Dutch law (when executed and delivered by all parties thereto) are effective to create in favor of the Collateral Agent (for the benefit of the Secured Parties), in each caseCreditors, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. As of the Closing Date, in the case of the Pledged Collateral described in the Collateral Agreement and the Holdings Guarantee and Pledge Agreement, when certificates or promissory notes, as applicable, representing such Pledged Collateral and required to be delivered under the applicable Security Document are delivered to the Collateral Agent, and in the case of the other Collateral described in the Collateral Agreement (other than the Intellectual Property), when financing statements and other filings specified in the Perfection Certificate are filed in the offices specified in the Perfection Certificate, the Collateral Agent (for the benefit of the Secured Parties) shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Dutch Credit Parties in such Collateral and, subject to Section 9-315 all of the New York Uniform Commercial CodeCollateral described therein, the proceeds thereof, as security for the Obligations to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, in each case prior and superior in right to the Lien of any other person (except (x) Liens having priority by operation of law and (y) when proper filings have been made in the case of Collateral other than certificated securities and instruments of which the Collateral Agent has possession, Permitted Liens). (b) When the Collateral Agreement or an ancillary document thereunder is properly filed and recorded in the United States Patent and Trademark Office and the United States Copyright Office, and, with respect to Collateral in which a security interest cannot be perfected by such filings, upon the proper appropriate filing of the financing statements referred to in clause (a) aboveoffices against each Dutch Credit Party, the Collateral Agent (Agent, for the benefit of the Secured Parties) shall Creditors, will have a fully perfected Lien on, and security interest in, in all right, title and interest in all of the Loan Parties thereunder in the United States Intellectual Property included in the Collateral (butdescribed therein of such Dutch Credit Party, in the case of the United States registered copyrights included in the Collateral, only to the extent such United States registered copyrights are listed in security interest can be perfected by making such ancillary document filed with the United States Copyright Office) listed in such ancillary documentfilings under Dutch law, in each case prior and superior in right subject to the Lien of any no other person, except for Liens other than Permitted Liens (it being understood that subsequent recordings the Permitted Liens described in Section 10.01(s) are subject to the United States Patent and Trademark Office and terms of the United States Copyright Office may be necessary to perfect a Lien on registered trademarks and patents, trademark and patent applications and registered copyrights acquired by the Loan Parties after the Closing DateIntercreditor Agreement at any time that Permitted Additional Secured Indebtedness is outstanding). (c) The Mortgages, if any, executed and delivered on the Closing Date are, and the Mortgages executed and delivered after the Closing Date pursuant to Section 5.10 shall be, effective to create in favor of the Collateral Agent (for the benefit of the Secured Parties) legal, valid and enforceable Liens on all of the Loan Parties’ rights, titles and interests in and to the Mortgaged Property thereunder and the proceeds thereof, and when such Mortgages are filed or recorded in the proper real estate filing or recording offices, and all relevant mortgage taxes and recording charges are duly paid, the Collateral Agent (for the benefit of the Secured Parties) shall have valid Liens with record notice to third parties on, and security interests in, all rights, titles and interests of the Loan Parties in such Mortgaged Property and, to the extent applicable, subject to Section 9-315 of the Uniform Commercial Code, the proceeds thereof, in each case prior and superior in right to the Lien of any other person, except for Permitted Liens. (d) Notwithstanding anything herein (including this Section 3.17) or in any other Loan Document to the contrary, (i) each of the parties hereto acknowledges and agrees that licensing by the Gaming Authorities may be required to enforce and/or exercise or foreclose upon certain security interests and such enforcement and/or exercise or foreclosure may be otherwise limited by the Gaming Laws and (ii) neither the Borrower nor any other Loan Party makes any representation or warranty as to the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary, or as to the rights and remedies of the Agents or any Lender with respect thereto, under foreign law.

Security Documents. (a) The Collateral Agreement and the Holdings Guarantee and Pledge Agreement are Each Security Document is effective to create in favor of the Collateral Agent (for the benefit of the Secured Parties), in each case, ) a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. . (i) As of the Closing Spinoff Date, in the case of the Pledged Collateral and U.S. Pledged Collateral described in the U.S. Collateral Agreement and the Holdings Guarantee and Pledge Agreement, when certificates or promissory notes, as applicable, representing such Pledged Collateral and U.S. Pledged Collateral and required to be delivered under the applicable Security Document U.S. Collateral Agreement are delivered to the Collateral Agent, and in the case of the other Collateral described in the U.S. Collateral Agreement (other than the Intellectual Property), when financing statements and other filings specified in the Perfection Certificate are filed in the offices specified in the Perfection Certificate, the Collateral Agent (for the benefit of the Secured Parties) shall have a fully perfected Lien (subject to all Permitted Liens) on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and, subject to Section 9-315 of the New York Uniform Commercial Code, the proceeds thereof, as security for the Obligations to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, in each case prior and superior in right to the Lien of any other person statements or possession. (except (xii) Liens having priority by operation of law and (y) in In the case of the Collateral other than certificated securities described in the English Law Debenture, when any required registration with the UK Companies House under Section 859A of the UK Companies Xxx 0000, the Land Registry or Land Charges Registry in England, the United Kingdom Intellectual Property Office, the European Patent Office, and instruments the European Intellectual Property Office has been validly completed (by or on behalf of which the Collateral Agent), the Collateral Agent has possession, (for the benefit of the Secured Parties) shall have a fully perfected Lien (subject to all Permitted Liens) on, and security interest in, all right, title and interest of the Loan Parties in such Collateral, to the extent perfection can be achieved by such registration. (iii) In the case of the Collateral described in the Irish Law Debenture or any other Security Document to which Parent is a party, when any required registration with the Companies Registration Office of Ireland pursuant to Part 7 of the Companies Xxx 0000 of Ireland and/or with the Revenue Commissioners of Ireland pursuant to Section 1001 of the Taxes Consolidation Act, 1997 of Ireland (as amended) (to the extent that Parent has obtained an Irish tax registration number) has been validly completed, the Collateral Agent (for the benefit of the Secured Parties) shall have a fully perfected Lien (subject to all Permitted Liens) on, and security interest in, all right, title and interest of the Loan Parties in such Collateral, to the extent perfection can be achieved by such registration. (iv) In the case of the Collateral described in the Jersey Law All Assets Pledge Agreement, when any required registration of financing statement on the SIR has been validly completed (by or on behalf of the Collateral Agent), the Collateral Agent (for the benefit of the Secured Parties) shall have a fully perfected Lien (subject to all Permitted Liens) on, and security interest in, all right, title and interest of the Loan Parties in such Collateral, to the extent perfection can be achieved by such registration. (b) When the U.S. Collateral Agreement or an ancillary document thereunder is properly filed and recorded in the United States Patent and Trademark Office and the United States Copyright Office, and, with respect to Collateral in which a security interest cannot be perfected by such filings, upon the proper filing of the financing statements referred to in clause (a) above, the Collateral Agent (for the benefit of the Secured Parties) shall have a fully perfected Lien on, and security interest in, all right, title and interest of the U.S. Loan Parties thereunder in the material United States Intellectual Property included in the Collateral (but, in the case of the United States registered copyrights included in the Collateral, only to the extent such United States registered copyrights are listed in such ancillary document filed with the United States Copyright Office) listed in such ancillary document, in each case prior and superior in right to the Lien of any other person, except for Permitted Liens (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on material registered trademarks and patents, trademark and patent applications and registered copyrights acquired by the Loan Parties after the Closing Spinoff Date). (c) The Mortgages, if any, executed and delivered on the Closing Spinoff Date are, and the Mortgages executed and delivered after the Closing Spinoff Date pursuant to Section 5.10 shall be, effective to create in favor of the Collateral Agent (for the benefit of the Secured Parties) or, if so contemplated by the respective Mortgage, the Collateral Agent and the other Secured Parties, legal, valid and enforceable Liens on all of the Loan Parties’ rights, titles and interests in and to the Mortgaged Property thereunder and the proceeds thereof, and when such Mortgages are filed validly filed, registered or recorded in the proper real estate filing filing, registration or recording officesoffices and any other required registrations have been validly completed by or on behalf of the Collateral Agent (including, in the case of any Mortgage over Mortgaged Property located in England and Wales, any required registration with the Land Registry or Land Charges Registry of England), and all relevant mortgage taxes Taxes and recording and registration charges are duly paid, the Collateral Agent (for the benefit of the Secured Parties) shall have valid Liens with record or registered notice to third parties on, and security interests in, all rights, titles and interests of the Loan Parties in such Mortgaged Property and, to the extent applicable, subject to Section 9-315 of the Uniform Commercial Code, the proceeds thereof, in each case prior and superior in right to the Lien of any other person, except for Permitted Liens. (d) Notwithstanding anything herein (including this Section 3.17) or in any other Loan Document to the contrary, (i) each of the parties hereto acknowledges and agrees that licensing by the Gaming Authorities may be required to enforce and/or exercise no Borrower or foreclose upon certain security interests and such enforcement and/or exercise or foreclosure may be otherwise limited by the Gaming Laws and (ii) neither the Borrower nor any other Loan Party makes any representation or warranty as to the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign SubsidiarySubsidiary (other than English Subsidiaries or Adient Global Holdings Ltd), or as to the rights and remedies of the Agents or any Lender with respect thereto, under foreign lawlaw (other than the laws of England and Wales and Jersey, as applicable).

Security Documents. (a) The Collateral Agreement Security Pledge Agreement, upon execution and delivery thereof by the Holdings Guarantee and Pledge Agreement are parties thereto, will be effective to create in favor of the Collateral Agent (Agent, for the benefit of the Secured Parties), in each case, a legal, valid and enforceable first priority (or second priority as applicable) (subject only to Permitted Liens which, pursuant to the terms of this Agreement, are permitted to have priority over Collateral Agent’s Liens thereon) security interest in the Collateral described therein and proceeds thereof, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization and other similar laws relating to or affecting creditors’ rights generally and general principles of equity (whether considered in a proceeding in equity or law). As of the Closing Date, in In the case of the certificated Pledged Collateral Stock described in the Collateral Agreement and the Holdings Guarantee and Security Pledge Agreement, when stock certificates or promissory notes, as applicable, representing such Pledged Collateral and required to be delivered under the applicable Security Document Stock are delivered to the Collateral AgentAgent (together with a properly completed and signed undated endorsement), and in the case of the other Collateral described in the Collateral Agreement (other than the Intellectual Property)Security Pledge Agreement, when financing statements and other filings specified in the Perfection Certificate appropriate form are filed in the offices specified in the Perfection Certificateon Schedule 8.19, the Collateral Agent (for the benefit of the Secured Parties) Security Pledge Agreement shall have constitute a fully perfected Lien on, and first priority (or second priority as applicable) (subject only to Permitted Liens which, pursuant to the terms of this Agreement, are permitted to have priority over Collateral Agent’s Liens thereon) security interest in, all right, title and interest of the Loan Credit Parties in such Collateral and, subject to Section 9-315 of the New York Uniform Commercial Code, and the proceeds thereofthereof (other than Intellectual Property registered, as security issued or applied for the Obligations to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, in each case prior and superior in right to the Lien of any other person (except (x) Liens having priority by operation of law and (y) in the case of United States that is Collateral other than certificated securities and instruments of for which the Collateral Agent has possession, Permitted Liens). (b) When the Collateral Agreement or an ancillary document thereunder is properly filed and recorded additional filings in the United States Patent and Trademark Office and the United States Copyright Office, andas applicable, are required to be made under Applicable Laws, in each case, if and to the extent perfection may be achieved by such filings and with respect to Collateral in Pledged Stock of any Foreign Subsidiary which a security interest cannot may require additional documents under Applicable Laws, if and to the extent perfection may be perfected achieved by such delivery and/or such filings) to the extent such proceeds can be protected by such filings, upon as security for the proper filing of the financing statements referred to in clause (a) aboveObligations; provided, however, the Collateral Agent (for the benefit of the Secured Parties) shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties thereunder in the United States foregoing does not apply to Intellectual Property included in that is Collateral arising under the Collateral (but, in the case laws of any jurisdiction outside of the United States registered copyrights included in the Collateral, only to the extent such United States registered copyrights are listed in such ancillary document filed with the United States Copyright Office) listed in such ancillary document, in each case prior and superior in right to the Lien of any other person, except for Permitted Liens (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks and patents, trademark and patent applications and registered copyrights acquired by the Loan Parties after the Closing Date)States. (c) The Mortgages, if any, executed and delivered on the Closing Date are, and the Mortgages executed and delivered after the Closing Date pursuant to Section 5.10 shall be, effective to create in favor of the Collateral Agent (for the benefit of the Secured Parties) legal, valid and enforceable Liens on all of the Loan Parties’ rights, titles and interests in and to the Mortgaged Property thereunder and the proceeds thereof, and when such Mortgages are filed or recorded in the proper real estate filing or recording offices, and all relevant mortgage taxes and recording charges are duly paid, the Collateral Agent (for the benefit of the Secured Parties) shall have valid Liens with record notice to third parties on, and security interests in, all rights, titles and interests of the Loan Parties in such Mortgaged Property and, to the extent applicable, subject to Section 9-315 of the Uniform Commercial Code, the proceeds thereof, in each case prior and superior in right to the Lien of any other person, except for Permitted Liens. (d) Notwithstanding anything herein (including this Section 3.17) or in any other Loan Document to the contrary, (i) each of the parties hereto acknowledges and agrees that licensing by the Gaming Authorities may be required to enforce and/or exercise or foreclose upon certain security interests and such enforcement and/or exercise or foreclosure may be otherwise limited by the Gaming Laws and (ii) neither the Borrower nor any other Loan Party makes any representation or warranty as to the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary, or as to the rights and remedies of the Agents or any Lender with respect thereto, under foreign law.

Security Documents. (a) The Collateral Agreement and the Holdings Guarantee and Pledge Agreement are is effective to create in favor of the Collateral Agent (Agent, for the benefit of the applicable Secured Parties), in each case, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. As of the Closing Date, in In the case of the Pledged Collateral described in the Collateral Agreement and the Holdings Guarantee and Pledge Agreement, when certificates or promissory notes, as applicable, representing such Pledged Collateral and required to be delivered under the applicable Security Document are delivered to the Collateral Agent, and in the case of the other Collateral described in the Collateral Agreement (other than the Intellectual PropertyProperty (as defined in the Collateral Agreement)), when financing statements and other filings specified in the Perfection Certificate are filed in the offices specified in the Perfection Certificate, the Collateral Agent (for the benefit of the applicable Secured Parties) shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and, subject to Section 9-315 of the New York Uniform Commercial Code, the proceeds thereof, as security for the Obligations to the extent perfection can be obtained by possession or by filing Uniform Commercial Code financing statements, in each case prior and superior in right to the Lien of any other person (except (x) Liens having priority by operation of law and (y) in the case of Collateral other than certificated securities and instruments of which the Collateral Agent has possession, for Permitted Liens). (b) When the Collateral Agreement or an ancillary document thereunder a summary thereof is properly filed and recorded in the United States Patent and Trademark Office and the United States Copyright Office, and, with respect to Collateral in which a security interest cannot be perfected by such filings, upon the proper filing of the financing statements referred to in clause paragraph (a) above, the Collateral Agent (for the benefit of the applicable Secured Parties) shall have a fully perfected perfected, first priority (subject to Permitted Liens) Lien on, and security interest in, all right, title and interest of the Loan Parties thereunder in the United States U.S. Intellectual Property included (as defined in the Collateral (but, in the case of the United States registered copyrights included in the Collateral, only to the extent such United States registered copyrights are listed in such ancillary document filed with the United States Copyright Office) listed in such ancillary documentAgreement), in each case prior and superior in right to the Lien of any other person, except for Permitted Liens (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks and patents, trademark and patent applications and registered copyrights acquired by the Loan Parties grantors after the Closing Date). (c) The Mortgages, if any, executed and delivered on the Closing Date are, and the Mortgages executed and delivered after the Closing Date pursuant to Section 5.10 shall be, effective to create in favor of the Collateral Agent (for the benefit of the Secured Parties) legal, valid and enforceable Liens on all of the Loan Parties’ rights, titles and interests in and to the Mortgaged Property thereunder and the proceeds thereof, and when such Mortgages are filed or recorded in the proper real estate filing or recording offices, and all relevant mortgage taxes and recording charges are duly paid, the Collateral Agent (for the benefit of the Secured Parties) shall have valid Liens with record notice to third parties on, and security interests in, all rights, titles and interests of the Loan Parties in such Mortgaged Property and, to the extent applicable, subject to Section 9-315 of the Uniform Commercial Code, the proceeds thereof, in each case prior and superior in right to the Lien of any other person, except for Permitted Liens. (d) Notwithstanding anything herein (including this Section 3.17) or in any other Loan Document to the contrary, (i) each of the parties hereto acknowledges and agrees that licensing by the Gaming Authorities may be required to enforce and/or exercise or foreclose upon certain security interests and such enforcement and/or exercise or foreclosure may be otherwise limited by the Gaming Laws and (ii) neither the Borrower nor any other Loan Party makes any representation or warranty as to the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign SubsidiarySubsidiary that is not a Loan Party, or as to the rights and remedies of the Agents or any Lender with respect thereto, under foreign law.

Security Documents. (a) The Guarantee and Collateral Agreement and the Holdings Guarantee and Pledge Agreement are is effective to create in favor of the Collateral Agent (Administrative Agent, for the ratable benefit of the Secured Parties), in each case, a legal, valid and enforceable security interest in the Collateral described therein (as defined in the Guarantee and proceeds thereof. As Collateral Agreement). (b) When the portion of the Closing Date, Collateral constituting certificated securities (as defined in the case of the Pledged Collateral described in the Collateral Agreement and the Holdings Guarantee and Pledge Agreement, when certificates or promissory notes, as applicable, representing such Pledged Collateral and required to be delivered under the applicable Security Document are Uniform Commercial Code) is delivered to the Collateral Administrative Agent, the Guarantee and in the case Collateral Agreement shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the pledgor thereunder in such Collateral, in each case prior and superior in right to any other Collateral described in the Collateral Agreement (Person other than with respect to the Intellectual Property), when Liens on Collateral securing the Senior Secured Notes. When financing statements and other filings specified in the Perfection Certificate appropriate form are filed in the offices specified in on Schedule 6 to the Perfection Certificate, the Guarantee and Collateral Agent (for the benefit Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Secured Partiesgrantors thereunder in such Collateral (other than the Intellectual Property (as defined in the Guarantee and Collateral Agreement)), to the extent such security interests can be perfected by the filing of financing statements, in each case prior and superior in right to any other Person, other than with respect to Liens expressly permitted by this Agreement or the Guarantee and Collateral Agreement. When control agreements are entered into with the financial institutions specified on Schedule 13 to the Perfection Certificate, the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in all deposit accounts, securities accounts, and Collateral contained in such accounts, and any other Collateral as set forth in such control agreement, to the extent such security interests can be perfected by the entering into of such control agreements, in each case prior and superior in right to any other Person, other than with respect to Liens expressly permitted by this Agreement or the Guarantee and Collateral Agreement. (c) When the Guarantee and Collateral Agreement, a supplement thereto or other appropriate notice is filed in the United States Patent and Trademark Office and the United States Copyright Office, the security interest created thereunder shall have constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such the domestic Intellectual Property (as defined in the Guarantee and Collateral andAgreement) in which a security interest may be perfected by filing, subject to Section 9-315 of recording or registering a security agreement, financing statement or analogous document in the New York Uniform Commercial Code, United States Patent and Trademark Office or the proceeds thereofUnited States Copyright Office, as security for the Obligations to the extent perfection can be obtained by filing Uniform Commercial Code financing statementsapplicable, in each case prior and superior in right to the Lien of any other person (except (x) Liens having priority by operation of law and (y) in the case of Collateral Person, other than certificated securities and instruments of which the Collateral Agent has possession, Permitted Liens). (b) When the Collateral Agreement or an ancillary document thereunder is properly filed and recorded in the United States Patent and Trademark Office and the United States Copyright Office, and, with respect to the rights of Persons pursuant to Liens expressly permitted by the Guarantee and Collateral in which a security interest cannot be perfected by such filings, upon the proper filing of the financing statements referred to in clause (a) above, the Collateral Agent (for the benefit of the Secured Parties) shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties thereunder in the United States Intellectual Property included in the Collateral (but, in the case of the United States registered copyrights included in the Collateral, only to the extent such United States registered copyrights are listed in such ancillary document filed with the United States Copyright Office) listed in such ancillary document, in each case prior and superior in right to the Lien of any other person, except for Permitted Liens Agreement (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien lien on registered trademarks and patentstrademarks, trademark and patent applications and registered copyrights acquired by the Loan Parties after the Closing Effective Date). (c) The Mortgages, if any, executed and delivered on the Closing Date are, and the Mortgages executed and delivered after the Closing Date pursuant to Section 5.10 shall be, effective to create in favor of the Collateral Agent (for the benefit of the Secured Parties) legal, valid and enforceable Liens on all of the Loan Parties’ rights, titles and interests in and to the Mortgaged Property thereunder and the proceeds thereof, and when such Mortgages are filed or recorded in the proper real estate filing or recording offices, and all relevant mortgage taxes and recording charges are duly paid, the Collateral Agent (for the benefit of the Secured Parties) shall have valid Liens with record notice to third parties on, and security interests in, all rights, titles and interests of the Loan Parties in such Mortgaged Property and, to the extent applicable, subject to Section 9-315 of the Uniform Commercial Code, the proceeds thereof, in each case prior and superior in right to the Lien of any other person, except for Permitted Liens. (d) Notwithstanding anything herein (including this Section 3.17) or in any other Loan Document to the contrary, (i) each of the parties hereto acknowledges and agrees that licensing by the Gaming Authorities may be required to enforce and/or exercise or foreclose upon certain security interests and such enforcement and/or exercise or foreclosure may be otherwise limited by the Gaming Laws and (ii) neither the Borrower nor any other Loan Party makes any representation or warranty as to the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary, or as to the rights and remedies of the Agents or any Lender with respect thereto, under foreign law.

Security Documents. (a) The U.S. Collateral Agreement and the Holdings Guarantee and Pledge Agreement are is effective to create in favor of the Collateral Administrative Agent (for the benefit of the Secured Parties), in each case, ) a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereoftherein. As of the Closing Date, in In the case of the certificated Pledged Collateral described in the U.S. Collateral Agreement and the Holdings Guarantee and Pledge Agreement, when certificates or promissory notes, as applicable, representing such certificated Pledged Collateral and required (to be delivered the extent such Pledged Collateral constitutes “securities” under Article 8 of the applicable Security Document UCC) are delivered to the Collateral AgentApplicable Agent pursuant to the terms of the ABL Intercreditor Agreement, and in the case of the other Collateral described in the U.S. Collateral Agreement (other than the Intellectual Property)Agreement, when all necessary financing statements and other filings specified in the Perfection Certificate are filed in the offices specified in the Perfection Certificate, the Collateral Administrative Agent (for the benefit of the Secured Parties) shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral (including in all material U.S. Intellectual Property Rights) and, subject to Section 9-315 of the New York Uniform Commercial CodeUCC, the proceeds thereof, as security for the applicable Obligations to the extent perfection can be obtained by filing Uniform Commercial Code UCC financing statements, in each case prior and superior in right to the Lien of any other person (except (x) Liens having priority by operation of law and (y) in the case of Collateral other than certificated securities and instruments of which the Collateral Agent has possession, Permitted Liens). (b) When Each Foreign Collateral Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral Agreement described therein and proceeds thereof to the fullest extent permissible under applicable law. In the case of the Collateral described in a Foreign Collateral Agreement, when filings are made or an ancillary document thereunder is properly filed and recorded notices given to third parties, as applicable, in the United States Patent and Trademark Office and the United States Copyright Office, and, with respect to Collateral appropriate offices in which a security interest cannot be perfected by such filings, upon the proper filing of the financing statements referred to in clause (a) aboveeach relevant jurisdiction, the Collateral Administrative Agent (for the benefit of the Secured Parties) shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties thereunder in such Collateral and the United States Intellectual Property included in proceeds thereof, as security for the Collateral (but, in the case of the United States registered copyrights included in the Collateral, only applicable Obligations to the extent perfection can be obtained by such United States registered copyrights are listed in such ancillary document filed with the United States Copyright Office) listed in such ancillary documentfilings or notices, in each case prior and superior in right to the Lien of any other personperson (subject to Permitted Liens), except for Permitted Liens subject to (i) registration of undisclosed pledges and, where applicable, pledges of tangible assets with governmental tax authorities, (ii) execution and recordation of notarial mortgages in the relevant land registries, (iii) notification of debtors of certain receivables and (iv) any other exceptions explicitly set forth in the relevant Foreign Collateral Agreement (it being understood the terms of the relevant Foreign Collateral Agreement may explicitly provide that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may some or all of such actions need not be necessary to perfect a Lien on registered trademarks and patents, trademark and patent applications and registered copyrights acquired by the Loan Parties after the Closing Dateundertaken). (c) The Mortgages, if any, executed and delivered on the Closing Date are, and the Mortgages executed and delivered after the Closing Date pursuant to Section 5.10 shall be, effective to create in favor of the Collateral Agent (for the benefit of the Secured Parties) legal, valid and enforceable Liens on all of the Loan Parties’ rights, titles and interests in and to the Mortgaged Property thereunder and the proceeds thereof, and when such Mortgages are filed or recorded in the proper real estate filing or recording offices, and all relevant mortgage taxes and recording charges are duly paid, the Collateral Agent (for the benefit of the Secured Parties) shall have valid Liens with record notice to third parties on, and security interests in, all rights, titles and interests of the Loan Parties in such Mortgaged Property and, to the extent applicable, subject to Section 9-315 of the Uniform Commercial Code, the proceeds thereof, in each case prior and superior in right to the Lien of any other person, except for Permitted Liens. (d) Notwithstanding anything herein (including in this Section 3.17) or in any other Loan Document to the contrary, (i) each of the parties hereto acknowledges and agrees that licensing by the Gaming Authorities may be required to enforce and/or exercise except as set forth in any Foreign Collateral Agreement, no Borrower or foreclose upon certain security interests and such enforcement and/or exercise or foreclosure may be otherwise limited by the Gaming Laws and (ii) neither the Borrower nor any other Loan Party makes any representation or warranty as to the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary, perfection or as to the rights and remedies of the Agents or any Lender with respect thereto, thereto under foreign law.

Security Documents. (a) The Guarantee and Collateral Agreement and the Holdings Guarantee and Pledge Agreement are is effective to create in favor of the Collateral Agent (Administrative Agent, for the benefit of the Secured Parties), in each caseLenders, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. As of the Closing Date, in In the case of the Pledged Collateral Stock described in the Collateral Agreement and the Holdings Guarantee and Pledge Collateral Agreement, when stock certificates or promissory notes, as applicable, representing such Pledged Collateral and required to be delivered under the applicable Security Document Stock are delivered to the Collateral AgentAdministrative Agent (together with a properly completed and signed stock power or endorsement), and in the case of the other Collateral described in the Guarantee and Collateral Agreement (other than a security interest in which may be perfected by the Intellectual Property)filing of a financing statement, when financing statements and other filings specified of short form agreements in the Perfection Certificate respect of registered and applied for intellectual property owned by each Loan Party in appropriate form are filed in the appropriate offices specified in with the Perfection Certificaterequisite fee, the Guarantee and Collateral Agent (for the benefit of the Secured Parties) Agreement shall have constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and, subject to Section 9-315 of the New York Uniform Commercial Code, and the proceeds thereof, as security for the Obligations to (as defined in the extent perfection can be obtained by filing Uniform Commercial Code financing statementsGuarantee and Collateral Agreement), in each case prior and superior in right to the Lien of any other person (Person except (xi) with respect to Pledged Stock, nonconsensual Liens having priority by operation arising as a matter of law and (yii) in the each other case of Collateral other than certificated securities and instruments of which the Collateral Agent has possession, Permitted Liens)Liens permitted by Section 7.3. (b) When the Collateral Agreement or an ancillary document thereunder Each Mortgage, when executed and delivered, is properly filed and recorded effective to create in the United States Patent and Trademark Office and the United States Copyright Office, and, with respect to Collateral in which a security interest cannot be perfected by such filings, upon the proper filing favor of the financing statements referred to in clause (a) aboveAdministrative Agent, the Collateral Agent (for the benefit of the Secured Parties) , a legal, valid and enforceable Lien on the Mortgaged Property described therein and proceeds thereof, and when such Mortgages are filed in the appropriate recording office, each such Mortgage shall have constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Secured Parties thereunder in the United States Intellectual Property included Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the Collateral (but, in the case of the United States registered copyrights included in the Collateral, only to the extent such United States registered copyrights are listed in such ancillary document filed with the United States Copyright Office) listed in such ancillary documentrelevant Mortgage), in each case prior and superior in right to the Lien of any other person, Person (except for Permitted Liens (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks and patents, trademark and patent applications and registered copyrights acquired permitted by the Loan Parties after the Closing DateSection 7.3). (c) The Mortgages, if any, executed and delivered on the Closing Date are, and the Mortgages executed and delivered after the Closing Date pursuant to Section 5.10 shall be, effective to create in favor of the Collateral Agent (for the benefit of the Secured Parties) legal, valid and enforceable Liens on all of the Loan Parties’ rights, titles and interests in and to the Mortgaged Property thereunder and the proceeds thereof, and when such Mortgages are filed or recorded in the proper real estate filing or recording offices, and all relevant mortgage taxes and recording charges are duly paid, the Collateral Agent (for the benefit of the Secured Parties) shall have valid Liens with record notice to third parties on, and security interests in, all rights, titles and interests of the Loan Parties in such Mortgaged Property and, to the extent applicable, subject to Section 9-315 of the Uniform Commercial Code, the proceeds thereof, in each case prior and superior in right to the Lien of any other person, except for Permitted Liens. (d) Notwithstanding anything herein (including this Section 3.17) or in any other Loan Document to the contrary, (i) each of the parties hereto acknowledges and agrees that licensing by the Gaming Authorities may be required to enforce and/or exercise or foreclose upon certain security interests and such enforcement and/or exercise or foreclosure may be otherwise limited by the Gaming Laws and (ii) neither the Borrower nor any other Loan Party makes any representation or warranty as to the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary, or as to the rights and remedies of the Agents or any Lender with respect thereto, under foreign law.

Security Documents. (a) The Collateral Agreement and provisions of the Holdings Guarantee and Pledge Security Agreement are effective to create in favor of the Collateral Agent (for the benefit of the Secured Parties), in each case, Creditors a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. As of the Closing Date, in the case of the Pledged Collateral described in the Collateral Agreement and the Holdings Guarantee and Pledge Agreement, when certificates or promissory notes, as applicable, representing such Pledged Collateral and required to be delivered under the applicable Security Document are delivered to the Collateral Agent, and in the case of the other Collateral described in the Collateral Agreement (other than the Intellectual Property), when financing statements and other filings specified in the Perfection Certificate are filed in the offices specified in the Perfection Certificate, the Collateral Agent (for the benefit of the Secured Parties) shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Credit Parties in such the Security Agreement Collateral anddescribed therein, and the Collateral Agent, for the benefit of the Secured Creditors, has a fully perfected security interest in all right, title and interest in all of the Security Agreement Collateral described therein to the extent required thereunder (other than (i) any Security Agreement Collateral consisting of cash not contained in a deposit account or securities account not subject to Section 9-315 the “control” (as defined under the UCC) of the New York Uniform Commercial CodeCollateral Agent, (ii) any Security Agreement Collateral consisting of deposit accounts not subject to the proceeds thereof, “control” (as security for defined under the Obligations UCC) of the Collateral Agent and (iii) any other Security Agreement Collateral to the extent perfection can steps are not required to be obtained by filing Uniform Commercial Code financing statementstaken pursuant to the Security Agreement with respect to such Security Agreement Collateral), subject to no other Liens other than Permitted Liens. The recordation of (x) the Grant of Security Interest in U.S. Patents, if applicable and (y) the Grant of Security Interest in U.S. Trademarks, if applicable, in the respective form attached to the Security Agreement, in each case prior and superior in right to the Lien of any other person (except (x) Liens having priority by operation of law and (y) in the case of Collateral other than certificated securities and instruments of which the Collateral Agent has possession, Permitted Liens). (b) When the Collateral Agreement or an ancillary document thereunder is properly filed and recorded in the United States Patent and Trademark Office Office, together with filings on Form UCC-1 made pursuant to the Security Agreement, will create, as may be perfected by such filings and recordation, a perfected security interest in the United States trademarks and patents covered by the Security Agreement, and the recordation of the Grant of Security Interest in U.S. Copyrights, if applicable, in the form attached to the Security Agreement with the United States Copyright Office, andtogether with filings on Form UCC-1 made pursuant to the Security Agreement, with respect to Collateral in which a security interest cannot will create, as may be perfected by such filingsfilings and recordation, upon a perfected security interest in the proper filing United States copyrights covered by the Security Agreement. (b) The security interests created under the Pledge Agreement in favor of the financing statements referred to in clause (a) aboveCollateral Agent, the Collateral Agent (as Pledgee, for the benefit of the Secured PartiesCreditors, constitute perfected security interests in the Pledge Agreement Collateral described in the Pledge Agreement, subject to no security interests of any other Person, other than Liens in favor of holders of Permitted External Refinancing Debt and any Permitted Refinancing thereof. (c) shall have After the execution, delivery and recordation thereof, in the offices specified on Schedule 3.11(c), or, if delivered pursuant to Section 5.12, in the recording office specified by Borrower, each Mortgage will create, as security for the obligations purported to be secured thereby, a fully valid and enforceable perfected Lien on, and security interest in, in and mortgage lien on all right, title and interest of the Loan Credit Parties thereunder in and to the United States Intellectual respective Mortgaged Property included in the Collateral (but, in the case of the United States registered copyrights included in the Collateral, only to the extent such United States registered copyrights are listed Mortgaged Property constitutes real property or any interest in such ancillary document filed with the United States Copyright Officereal property) listed in such ancillary document, in each case prior and superior in right to the Lien of any other person, except for Permitted Liens (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks and patents, trademark and patent applications and registered copyrights acquired by the Loan Parties after the Closing Date). (c) The Mortgages, if any, executed and delivered on the Closing Date are, and the Mortgages executed and delivered after the Closing Date pursuant to Section 5.10 shall be, effective to create in favor of the Collateral Agent (or such other trustee as may be required or desired under local law) for the benefit of the Secured Parties) legalCreditors, valid superior and enforceable Liens on all of the Loan Parties’ rights, titles and interests in and prior to the Mortgaged Property thereunder rights of all third Persons (except that the security interest and the proceeds thereof, and when such Mortgages are filed or recorded in the proper real estate filing or recording offices, and all relevant mortgage taxes and recording charges are duly paid, the Collateral Agent (for the benefit of the Secured Parties) shall have valid Liens with record notice to third parties on, and security interests in, all rights, titles and interests of the Loan Parties in lien created on such Mortgaged Property and, may be subject to the extent applicable, Permitted Encumbrances related thereto) and subject to Section 9-315 of the Uniform Commercial Code, the proceeds thereof, in each case prior and superior in right to the Lien of any no other person, except for Liens (other than Permitted LiensEncumbrances related thereto). (d) Notwithstanding anything herein (including this Section 3.17) or in any other Loan Document to the contrary, (i) each of the parties hereto acknowledges and agrees that licensing by the Gaming Authorities may be required to enforce and/or exercise or foreclose upon certain security interests and such enforcement and/or exercise or foreclosure may be otherwise limited by the Gaming Laws and (ii) neither the Borrower nor any other Loan Party makes any representation or warranty as to the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary, or as to the rights and remedies of the Agents or any Lender with respect thereto, under foreign law.

Security Documents. (a) The Collateral Agreement and the Holdings Guarantee and Pledge Agreement are Collateral Agreement, upon execution and delivery thereof by the parties thereto, will, to the extent required therein, be effective to create in favor of the Collateral Agent (Administrative Agent, for the benefit of the Secured Parties), in each caseLenders, a legal, valid and enforceable security interest under the New York UCC in the Collateral described therein and proceeds thereoftherein. As of the Closing Date, in In the case of the Pledged Collateral Stock described in the Guarantee and Collateral Agreement and constituting certificated securities (as defined in the Holdings Guarantee and Pledge AgreementNew York UCC), when certificates or promissory notes, as applicable, representing such Pledged Collateral and required to be delivered under the applicable Security Document certificated securities are delivered to the Administrative Agent or, as contemplated by the Guarantee and Collateral AgentAgreement to the administrative agent for the Revolving Credit Facility (together with a properly completed and signed stock power or endorsement executed in blank), the security interest created under the Guarantee and Collateral Agreement will constitute a fully perfected security interest in all right, title and interest of the pledgors thereunder in such Pledged Stock, prior and superior in right to any other Person (except for Liens securing the Obligations (as defined in the Revolving Credit Facility) which may rank pari passu), to the extent that such security interest can be perfected under the New York UCC. In the case of the other Collateral described in the Guarantee and Collateral Agreement (other than the Intellectual Property)Agreement, when uniform commercial code financing statements and other filings specified in the Perfection Certificate appropriate form are filed in the offices specified in the Perfection Certificateapplicable offices, the security interest created under the Guarantee and Collateral Agent (for the benefit of the Secured Parties) Agreement shall have constitute a fully perfected Lien on, and security interest in, in all right, title and interest of the Loan Parties in such Collateral and, subject to Section 9-315 of the New York Uniform Commercial Code, the proceeds thereof, as security for the Obligations to the extent perfection can be obtained by filing Uniform Commercial Code uniform commercial code financing statements, in each case prior and superior in right to the Lien rights of any other person Person (except (x) for rights secured by Liens having priority permitted by operation of law and (y) in the case of Collateral other than certificated securities and instruments of which the Collateral Agent has possession, Permitted LiensSection 7.3). (b) When Each of the Collateral Agreement or an ancillary document thereunder is properly filed and recorded in the United States Patent and Trademark Office and the United States Copyright Office, and, with respect to Collateral in which a security interest cannot be perfected by such filingsMortgages, upon execution and delivery thereof by the proper filing parties thereto, will be effective to create in favor of the financing statements referred to in clause (a) aboveAdministrative Agent, the Collateral Agent (for the benefit of the Secured Parties) Lenders, a legal, valid and enforceable security interest in all the applicable mortgagor’s right, title and interest in and to the Mortgaged Properties subject thereto and the proceeds thereof, and when the Mortgages are filed in the jurisdictions specified therein, each such Mortgage shall have constitute a fully perfected Lien on, and security interest in, in all right, title and interest of the Loan Parties thereunder mortgagors in the United States Intellectual Property included in the Collateral (but, in the case of the United States registered copyrights included in the Collateral, only to the extent such United States registered copyrights are listed in such ancillary document filed with the United States Copyright Office) listed in such ancillary document, in each case prior Mortgaged Properties and superior in right to the Lien of any other person, except for Permitted Liens (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks and patents, trademark and patent applications and registered copyrights acquired by the Loan Parties after the Closing Date). (c) The Mortgages, if any, executed and delivered on the Closing Date are, and the Mortgages executed and delivered after the Closing Date pursuant to Section 5.10 shall be, effective to create in favor of the Collateral Agent (for the benefit of the Secured Parties) legal, valid and enforceable Liens on all of the Loan Parties’ rights, titles and interests in and to the Mortgaged Property thereunder and the proceeds thereof, and when such Mortgages are filed or recorded in the proper real estate filing or recording offices, and all relevant mortgage taxes and recording charges are duly paid, the Collateral Agent (for the benefit of the Secured Parties) shall have valid Liens with record notice to third parties on, and security interests in, all rights, titles and interests of the Loan Parties in such Mortgaged Property and, to the extent applicable, subject to Section 9-315 of the Uniform Commercial Code, the proceeds thereof, in each case prior and superior in right to the Lien rights of any other person, Person (except for Permitted Liens. (d) Notwithstanding anything herein (including this rights secured by Xxxxx permitted by Section 3.17) or in any other Loan Document to the contrary7.3). Schedule 1.1B lists, (i) each as of the parties hereto acknowledges Closing Date, each parcel of owned real property located in the United States and agrees that licensing held by the Gaming Authorities may be required to enforce and/or exercise MLP or foreclose upon certain security interests and such enforcement and/or exercise or foreclosure may be otherwise limited by any of its Restricted Subsidiaries (other than Excluded Subsidiaries) that has a value, in the Gaming Laws and (ii) neither the Borrower nor any other Loan Party makes any representation or warranty as to the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary, or as to the rights and remedies reasonable opinion of the Agents or any Lender with respect theretoMLP, under foreign lawin excess of $10,000,000.

Security Documents. (a) The Collateral Agreement and Subject to the Holdings Guarantee and Pledge Agreement are Legal Reservations, each Security Document is effective to create in favor of the Collateral Agent (for the benefit of the Secured Parties), in each case, ) a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. As of the Closing Date, in the case of the Pledged Collateral described in the Collateral Agreement and the Holdings Guarantee and Pledge Agreement, when certificates or promissory notes, as applicable, representing such Pledged Collateral and required to be delivered under the applicable Security Document are delivered to the Collateral Agent, and in the case of the other Collateral described in the Collateral Agreement (other than the Intellectual Property), when financing statements and other filings specified in the Perfection Certificate are filed in the offices specified in the Perfection Certificate, the Collateral Agent (for the benefit of the Secured Parties) shall have a fully perfected Lien (subject to all Permitted Liens) on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and, subject to Section 9-315 of the New York Uniform Commercial Code, the proceeds thereof, as security for the Obligations to the extent perfection can be obtained by filing Uniform Commercial Code financing statementsstatements or possession, in each case prior and superior in right to the Lien of any other person (except (x) Liens having priority by operation of law and (y) in the case of Collateral other than certificated securities and instruments of which the Collateral Agent has possession, Permitted Liens). (b) When the Collateral Agreement or an ancillary document thereunder is properly filed and recorded in the United States Patent and Trademark Office and the United States Copyright Office, and, with respect to Collateral in which a security interest cannot be perfected by such filings, upon the proper filing of the financing statements referred to in clause (a) above, the Collateral Agent (for the benefit of the Secured Parties) shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties thereunder in the United States Intellectual Property included in the Collateral (but, in the case of the United States registered copyrights included in the Collateral, only to the extent such United States registered copyrights are listed in such ancillary document filed with the United States Copyright Office) listed in such ancillary document, in each case prior and superior in right to the Lien of any other person, except for Permitted Liens (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks and patents, trademark and patent applications and registered copyrights acquired by the Loan Parties after the Closing Date). (c) The Mortgages, if any, executed and delivered on the Closing Date are, and the Mortgages executed and delivered after the Closing Date pursuant to Section 5.10 shall be, effective to create in favor of the Collateral Agent (for the benefit of the Secured Parties) legal, valid and enforceable Liens on all of the Loan Parties’ rights, titles and interests in and to the Mortgaged Property thereunder and the proceeds thereof, and when such Mortgages are filed or recorded in the proper real estate filing or recording offices, and all relevant mortgage taxes and recording charges are duly paid, the Collateral Agent (for the benefit of the Secured Parties) shall have valid Liens with record notice to third parties on, and security interests in, all rights, titles and interests of the Loan Parties in such Mortgaged Property and, to the extent applicable, subject to Section 9-315 of the Uniform Commercial Code, the proceeds thereof, in each case prior and superior in right to the Lien of any other person, except for Permitted Liens. (d) Notwithstanding anything herein (including this Section 3.17) or in any other Loan Document to the contrary, (i) each of the parties hereto acknowledges and agrees that licensing by the Gaming Authorities may be required to enforce and/or exercise or foreclose upon certain security interests and such enforcement and/or exercise or foreclosure may be otherwise limited by the Gaming Laws and (ii) neither the Borrower BGI nor any other Loan Party makes any representation or warranty as to the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary, or as to the rights and remedies of the Agents or any Lender with respect thereto, under foreign law.

Security Documents. (a) The Collateral Agreement Subject to, in the case of UK Loan Parties and UK Security Documents, the UK Legal Reservations and the Holdings Guarantee and Pledge Agreement UK Perfection Requirements, each of the Security Documents are effective to create in favor of the Senior Collateral Agent (for the benefit of the Secured Parties), in each case, Senior Holders a legal, valid valid, and enforceable security interest in the Collateral described therein and proceeds thereof. As of the Closing Date, in the case of the Pledged Collateral described in the Collateral Agreement and the Holdings Guarantee and Pledge Agreement, when certificates or promissory notes, as applicable, representing such Pledged Collateral and required to be delivered under the applicable Security Document are delivered to the Collateral Agent, and in the case of the other Collateral described in the Collateral Agreement (other than the Intellectual Property), when financing statements and other filings specified in the Perfection Certificate are filed in the offices specified in the Perfection Certificate, the Collateral Agent (for the benefit of the Secured Parties) shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties party thereto in such the Collateral anddescribed therein, and subject to Section 9-315 the recordation of the New York Uniform Commercial Codedocuments described in this Section 3.11, the proceeds thereofSenior Collateral Agent, as security for the Obligations to benefit of the extent perfection can be obtained by filing Uniform Commercial Code financing statementsSenior Holders, will have a fully perfected security interest in all right, title and interest in all of the Collateral described therein, in each case prior and superior subject to no Liens other than Permitted Liens (it being understood that the Permitted Liens described in right clause (1) of the definition thereof are subject to the Lien terms of any other person (except the ABL Intercreditor Agreement and the Intercreditor and Collateral Agency Agreement, as applicable). The recordation of (x) Liens having priority by operation the grant of law security interest in patents registered or applied for in the United States, if applicable, and (y) the grant of security interest in trademarks registered or applied for in the United States, if applicable, in the respective form attached to the Pledge and Security Agreement, in each case of Collateral other than certificated securities and instruments of which the Collateral Agent has possession, Permitted Liens). (b) When the Collateral Agreement or an ancillary document thereunder is properly filed and recorded in the United States Patent and Trademark Office Office, together with filings on Form UCC-3 assigning each corresponding Form UCC-1 to the Senior Collateral Agent for the benefit of the Senior Holders as the secured party thereunder and any other Form UCC-1 made pursuant to the Pledge and Security Agreement, will create, to the extent as may be perfected by such filings and recordation, a perfected security interest in the United States trademarks and patents covered by the Pledge and Security Agreement, and the recordation of the grant of security interest in copyrights registered or applied for in the United States, if applicable, in the form attached to the Pledge and Security Agreement with the United States Copyright Office, andtogether with such UCC filings, with respect will create, to Collateral in which a security interest cannot the extent as may be perfected by such filingsfilings and recordation, upon a perfected security interest in the proper filing United States copyrights covered by the Pledge and Security Agreement. (b) Subject to the terms of the financing statements referred to in clause (a) aboveABL Intercreditor Agreement and the Intercreditor and Collateral Agency Agreement, the security interests created under the Pledge and Security Agreement in favor of the Senior Collateral Agent (Agent, as pledgee, for the benefit of the Secured Parties) shall have a fully Senior Holders, constitute perfected Lien on, and security interest in, all right, title and interest of the Loan Parties thereunder in the United States Intellectual Property included interests in the Collateral (but, described in the case of the United States registered copyrights included in the Collateral, only Pledge and Security Agreement to the extent such United States registered copyrights are listed in such ancillary document filed with the United States Copyright Office) listed in such ancillary documentCollateral is an Equity Interest or a promissory note (including any Intercompany Note, in each case prior and superior in right subject to the Lien no security interests of any other personPerson (other than, except for subject to the terms of the ABL Intercreditor Agreement and the Intercreditor and Collateral Agency Agreement, Permitted Liens described in clause 1 of the definition thereof)). No filings or recordings are required in order to perfect (it being understood that subsequent recordings or maintain the perfection or priority of) the security interests created in the United States Patent Collateral described in the Pledge or Security Agreement to the extent such Collateral is an Equity Interest or a promissory note (including any Intercompany Note) other than such filings or recording that have already been made and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks and patents, trademark and patent applications and registered copyrights acquired by the Loan Parties after the Closing Date)are still in effect. (c) The MortgagesEach Mortgage, if anywhen recorded, executed creates, as security for the obligations purported to be secured thereby, a valid and delivered enforceable perfected security interest in and mortgage lien on the Closing Date are, and the Mortgages executed and delivered after the Closing Date pursuant to Section 5.10 shall be, effective to create Mortgaged Property described therein in favor of the Senior Collateral Agent (or such other trustee as may be required or desired under local law) for the benefit of the Secured Parties) legalSenior Holders, valid superior and enforceable Liens on all of the Loan Parties’ rights, titles and interests in and prior to the Mortgaged Property thereunder rights of all third Persons (except that the security interest and the proceeds thereof, and when such Mortgages are filed or recorded in the proper real estate filing or recording offices, and all relevant mortgage taxes and recording charges are duly paid, the Collateral Agent (for the benefit of the Secured Parties) shall have valid Liens with record notice to third parties on, and security interests in, all rights, titles and interests of the Loan Parties in lien created on such Mortgaged Property and, may be subject to the extent applicablePermitted Liens related thereto and, subject to Section 9-315 the terms of the Uniform Commercial Code, ABL Intercreditor Agreement and the proceeds thereof, in each case prior Intercreditor Agreement and superior in right to the Lien of any other person, except for Permitted LiensCollateral Agency Agreement. (d) Notwithstanding anything herein (including this Section 3.17) or in any other Loan Document to the contrary, (i) each of the parties hereto acknowledges and agrees that licensing by the Gaming Authorities may be required to enforce and/or exercise or foreclose upon certain security interests and such enforcement and/or exercise or foreclosure may be otherwise limited by the Gaming Laws and (ii) neither the Borrower nor any other Loan Party makes any representation or warranty as to the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary, or as to the rights and remedies of the Agents or any Lender with respect thereto, under foreign law.

Security Documents. (a) The Collateral Agreement and the Holdings Guarantee and Pledge Agreement are is effective to create in favor of the Collateral Agent (for the benefit of the Secured Parties), in each case, ) a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. As of the Closing Date, in In the case of the Pledged Collateral described in the Collateral Agreement and the Holdings Guarantee and Pledge Agreement, when certificates or promissory notes, as applicable, representing such Pledged Collateral and required to be delivered under the applicable Security Document are delivered to the Collateral AgentAgent (or a designated bailee), and in the case of the other Collateral described in the Collateral Agreement (other than the Intellectual PropertyProperty (as defined in the Collateral Agreement)), when financing statements and other appropriate filings specified in the Perfection Certificate are filed in the offices specified in the Perfection Certificateappropriate offices, the Collateral Agent (for the benefit of the Secured Parties) shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and, subject to Section 9-315 of the New York Uniform Commercial Code, the proceeds thereof, as security for the Obligations to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, in each case prior and superior in right to the Lien of any other person (except (x) Liens having priority by operation of law and (y) in the case of Collateral other than certificated securities and instruments of which the Collateral Agent has possession, for Permitted Liens). (b) When the Collateral Agreement or an ancillary document thereunder a summary thereof is properly filed and recorded in the United States Patent and Trademark Office and the United States Copyright Office, and, with respect to Collateral in which a security interest cannot be perfected by such filings, upon the proper filing of the financing statements referred to in clause paragraph (a) above, the Collateral Agent (for the benefit of the Secured Parties) shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties thereunder in the United States Intellectual Property included in the Collateral (but, in the case of the United States registered copyrights included in the Collateral, only to the extent such United States registered copyrights are listed in such ancillary document filed with the United States Copyright Office) listed in such ancillary documentProperty, in each case case, prior and superior in right to the Lien of any other person, except for Permitted Liens (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks and patents, trademark and patent applications and registered copyrights acquired by the Loan Parties after the Closing Date). (c) The Mortgages, if any, executed and delivered on the Closing Date are, and the Mortgages executed and delivered after the Closing Date pursuant to Section 5.10 shall be, effective to create in favor of the Collateral Agent (for the benefit of the Secured Parties) legal, valid and enforceable Liens on all of the Loan Parties’ rights, titles and interests in and to the Mortgaged Property thereunder and the proceeds thereof, and when such Mortgages are filed or recorded in the proper real estate filing or recording offices, and all relevant mortgage taxes and recording charges are duly paid, the Collateral Agent (for the benefit of the Secured Parties) shall have valid Liens with record notice to third parties on, and security interests in, all rights, titles and interests of the Loan Parties in such Mortgaged Property and, to the extent applicable, subject to Section 9-315 of the Uniform Commercial Code, the proceeds thereof, in each case prior and superior in right to the Lien of any other person, except for Permitted Liens. (d) Notwithstanding anything herein (including this Section 3.17) or in any other Loan Document to the contrary, (i) each of the parties hereto acknowledges and agrees that licensing by the Gaming Authorities may be required to enforce and/or exercise or foreclose upon certain security interests and such enforcement and/or exercise or foreclosure may be otherwise limited by the Gaming Laws and (ii) neither the Borrower nor any other Loan Party makes any representation or warranty as to the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary, or as to the rights and remedies of the Agents or any Lender with respect thereto, under foreign law.

Security Documents. (a) The Collateral Agreement and the Holdings Guarantee and Pledge Agreement are Each Security Document is effective to create in favor of the Collateral Agent (for the benefit of the Secured Parties), in each case, ) a legal, valid and enforceable security interest in the Collateral to the extent described therein and proceeds thereofto the extent that a security interest in such Collateral can be created under the UCC. As of the Closing Effective Date, in the case of the Pledged Collateral described in the Collateral Agreement and the Holdings Guarantee and Pledge Security Agreement, when certificates or promissory notes, as applicable, representing such Pledged Collateral and required to be delivered under the applicable Security Document are delivered to the Collateral Agent, and in the case of the other Collateral described in the Collateral Security Agreement (other than the Intellectual Property), when financing statements and other filings specified in the Perfection Certificate are filed in the offices specified in the Perfection Certificateapplicable filing offices, the Collateral Agent (for the benefit of the Secured Parties) shall have a fully perfected Lien (subject to all Permitted Encumbrances) on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and, subject to Section 9-315 of the New York Uniform Commercial Code, extent a security interest in such Collateral can be created under the proceeds thereofUCC, as security for the Secured Obligations to the extent perfection in such collateral can be obtained by filing Uniform Commercial Code financing statementsstatements or possession, in each case prior and superior in right to the Lien of any other person Person (except (x) subject to Liens having priority permitted by operation of law and (y) in the case of Collateral other than certificated securities and instruments of which the Collateral Agent has possession, Permitted LiensSection 6.02). (b) When the Collateral Security Agreement or an ancillary document thereunder a short form thereof is properly filed and recorded in the United States Patent and Trademark Office and and/or the United States Copyright Office, as applicable, and, with respect to Collateral in which a security interest cannot be perfected by such filings, upon the proper filing of the financing statements referred to in clause (a) above, the Collateral Agent (for the benefit of the Secured Parties) shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties thereunder in the United States Intellectual Property included in the Collateral (butregistered trademarks and United States issued patents, in the case of the United States trademark and patent applications and United States registered copyrights included in the Collateral, only to the extent such and exclusive licenses of United States registered copyrights are listed in such ancillary document filed with the United States Copyright Office) listed in such ancillary documentcopyrights, in each case prior and superior in right to the Lien of any other personPerson, except for Permitted subject to Liens permitted by Section 6.02 (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks and issued patents, trademark and patent applications and registered copyrights and exclusive licenses of registered copyrights acquired by the Loan Parties after the Closing Effective Date or any U.S. intent-to-use trademark applications that are no longer after the Effective Date, deemed Excluded Property). (c) The Mortgages, if any, executed and delivered on the Closing Date are, and the Mortgages executed and delivered after the Closing Date pursuant to Section 5.10 shall be, effective to create in favor of the Collateral Agent (for the benefit of the Secured Parties) legal, valid and enforceable Liens on all of the Loan Parties’ rights, titles and interests in and to the Mortgaged Property thereunder and the proceeds thereof, and when such Mortgages are filed or recorded in the proper real estate filing or recording offices, and all relevant mortgage taxes and recording charges are duly paid, the Collateral Agent (for the benefit of the Secured Parties) shall have valid Liens with record notice to third parties on, and security interests in, all rights, titles and interests of the Loan Parties in such Mortgaged Property and, to the extent applicable, subject to Section 9-315 of the Uniform Commercial Code, the proceeds thereof, in each case prior and superior in right to the Lien of any other person, except for Permitted Liens. (d) Notwithstanding anything herein (including this Section 3.17) or in any other Loan Document to the contrary, (i) each of the parties hereto acknowledges and agrees that licensing by the Gaming Authorities may be required to enforce and/or exercise or foreclose upon certain security interests and such enforcement and/or exercise or foreclosure may be otherwise limited by the Gaming Laws and (ii) neither the Borrower nor any other Loan Party makes any representation or warranty as to the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary, or as to the rights and remedies of the Agents or any Lender with respect thereto, under foreign law.

Security Documents. (a) The Collateral Agreement and the Holdings Guarantee and Pledge Agreement are is effective to create in favor of the Collateral Agent (for the benefit of the Secured Parties), in each case, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. As of the Closing Date, in the case of the Pledged Collateral described in the Collateral Agreement and the Holdings Guarantee and Pledge Agreement, when certificates or promissory notes, as applicable, representing such Pledged Collateral and required to be delivered under the applicable Security Document are delivered to the Collateral Agent, and in the case of the other Collateral described in the Collateral Agreement (other than the Intellectual Property), when financing statements and other filings specified in the Perfection Certificate are filed in the offices specified in the Perfection Certificate, the Collateral Agent (for the benefit of the Secured Parties) shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Note Parties in such the Collateral and, subject to Section 9-315 of the New York Uniform Commercial Code, the proceeds thereof, as security for the Obligations to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, in each case prior and superior in right to the Lien of any other person (except (x) Liens having priority by operation of law and (y) in the case of Collateral other than certificated securities and instruments of which the Collateral Agent has possession, Permitted Liens). (b) When the Collateral Agreement or an ancillary document thereunder is properly filed and recorded in the United States Patent and Trademark Office and the United States Copyright Office, and, with respect to Collateral in which a security interest cannot be perfected by such filings, upon the proper filing of the financing statements referred to in clause (a) above, the The Collateral Agent (for the benefit of the Secured Parties) shall have a fully perfected (subject to exceptions arising from defects in the chain of title, which defects in the aggregate do not constitute a Material Adverse Effect hereunder) Lien on, and security interest in, all right, title and interest of the Loan Note Parties under the Collateral Agreement or any ancillary document thereunder in the United States material domestic Intellectual Property included in the Collateral (but, in the case of the United States registered copyrights included in the Collateral, only to the extent such United States registered copyrights are listed in such ancillary document filed with the United States Copyright Office) listed in such ancillary document, in each case prior and superior in right to the Lien of any other person, except for Permitted Liens (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on material registered trademarks and patents, trademark and patent applications and registered copyrights acquired by the Loan Note Parties after the Closing Date). (c) The Mortgages, if any, executed and delivered on the Closing Date are, and the Mortgages executed and delivered after the Closing Date pursuant to Section 5.10 7.10 shall be, effective to create in favor of the Collateral Agent (for the benefit of the Secured Parties) legal, valid and enforceable Liens on all of the Loan Note Parties’ rights, titles and interests in and to the Mortgaged Property thereunder and the proceeds thereof, and when such Mortgages are filed or recorded in the proper real estate filing or recording offices, and all relevant mortgage taxes and recording charges are duly paid, the Collateral Agent (for the benefit of the Secured Parties) shall have valid Liens with record notice to third parties on, and security interests in, all rights, titles and interests of the Loan Note Parties in such Mortgaged Property and, to the extent applicable, subject to Section 9-315 of the Uniform Commercial Code, the proceeds thereof, in each case prior and superior in right to the Lien of any other person, except for Permitted Liens. (d) Notwithstanding anything herein (including this Section 3.17) or in any other Loan Document to the contrary, (i) each of the parties hereto acknowledges and agrees that licensing by the Gaming Authorities may be required to enforce and/or exercise or foreclose upon certain security interests and such enforcement and/or exercise or foreclosure may be otherwise limited by the Gaming Laws and (ii) neither the Borrower nor any other Loan Party makes any representation or warranty as to the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary, or as to the rights and remedies of the Agents or any Lender with respect thereto, under foreign law.

Security Documents. (a) The Collateral Agreement and the Holdings Guarantee and Pledge Agreement are effective to create creates in favor of the Collateral Agent (Agent, for the benefit of the Secured Lender Parties), in each case, a legal, valid valid, continuing and enforceable security interest in the Pledged Collateral (as defined in the Pledge Agreement), the enforceability of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law, and the Pledged Securities (as defined in the Pledge Agreement) have been delivered to Agent (together with stock powers or other appropriate instruments of transfer executed in blank form). Agent has on the Closing Date, and, assuming Agent retains possession of the Pledged Collateral, Agent will to continue to have thereafter, a fully perfected first priority Lien on, and security interest in, to and under all right, title and interest of each pledgor thereunder in such Collateral, and such security interest is in each case prior and superior in right and interest to any other Person (other than Permitted Liens having priority by operation of applicable law). (b) The Security Agreement creates in favor of Agent, for the benefit of the Lender Parties, a legal, valid, continuing and enforceable security interest in the Collateral described therein (as defined in the Security Agreement), the enforceability of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and proceeds thereofsubject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. As The financing statements, releases and other filings are in appropriate form and have been or will be filed in the offices specified in Schedule V of the Closing Date, Security Agreement. Upon such filings and/or the obtaining of “control” (as defined in the case UCC), Agent will have a perfected Lien on, and security interest in, to and under all right, title and interest of the Pledged grantors thereunder in all Collateral described that may be perfected by filing, recording or registering a financing statement or analogous document (including without limitation the proceeds of such Collateral subject to the limitations relating to such proceeds in the Collateral Agreement and the Holdings Guarantee and Pledge AgreementUCC) or by obtaining control, when certificates or promissory notes, as applicable, representing such Pledged Collateral and required to be delivered under the applicable Security Document are delivered UCC (in effect on the date this representation is made) in each case prior and superior in right to the Collateral Agent, and in the case of the any other Collateral described in the Collateral Agreement Person (other than Permitted Liens having priority by operation of applicable law). (c) When the Intellectual Property), Security Agreement (or a short form thereof) is filed in the United States Patent and Trademark Office and the United States Copyright Office and when financing statements statements, releases and other filings specified in the Perfection Certificate appropriate form are filed in the offices specified in the Perfection Certificate, the Collateral Agent (for the benefit Schedule V of the Secured Parties) Security Agreement, Agent shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan applicable Credit Parties in such the Intellectual Property Collateral and(as defined in the Security Agreement) in which a security interest may be perfected by filing, subject to Section 9-315 of recording or registering a security agreement, financing statement or analogous document in the New York Uniform Commercial Code, United States Patent and Trademark Office or the proceeds thereofUnited States Copyright Office, as security for the Obligations to the extent perfection can be obtained by filing Uniform Commercial Code financing statementsapplicable, in each case prior and superior in right to the Lien of any other person (except (x) Liens having priority by operation of law and (y) in the case of Collateral other than certificated securities and instruments of which the Collateral Agent has possession, Permitted Liens). (b) When the Collateral Agreement or an ancillary document thereunder is properly filed and recorded in the United States Patent and Trademark Office and the United States Copyright Office, and, with respect to Collateral in which a security interest cannot be perfected by such filings, upon the proper filing of the financing statements referred to in clause (a) above, the Collateral Agent (for the benefit of the Secured Parties) shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties thereunder in the United States Intellectual Property included in the Collateral (but, in the case of the United States registered copyrights included in the Collateral, only to the extent such United States registered copyrights are listed in such ancillary document filed with the United States Copyright Office) listed in such ancillary document, in each case prior and superior in right to the Lien of any other person, except for Permitted Liens Person (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks and patentstrademarks, trademark and patent applications and registered copyrights acquired by the Loan Credit Parties after the Closing Datedate hereof) (other than Permitted Liens having priority by operation of applicable law). (c) The Mortgages, if any, executed and delivered on the Closing Date are, and the Mortgages executed and delivered after the Closing Date pursuant to Section 5.10 shall be, effective to create in favor of the Collateral Agent (for the benefit of the Secured Parties) legal, valid and enforceable Liens on all of the Loan Parties’ rights, titles and interests in and to the Mortgaged Property thereunder and the proceeds thereof, and when such Mortgages are filed or recorded in the proper real estate filing or recording offices, and all relevant mortgage taxes and recording charges are duly paid, the Collateral Agent (for the benefit of the Secured Parties) shall have valid Liens with record notice to third parties on, and security interests in, all rights, titles and interests of the Loan Parties in such Mortgaged Property and, to the extent applicable, subject to Section 9-315 of the Uniform Commercial Code, the proceeds thereof, in each case prior and superior in right to the Lien of any other person, except for Permitted Liens. (d) Notwithstanding anything herein (including this Section 3.17) or in any other Loan Document to the contrary, (i) each of the parties hereto acknowledges and agrees that licensing by the Gaming Authorities may be required to enforce and/or exercise or foreclose upon certain security interests and such enforcement and/or exercise or foreclosure may be otherwise limited by the Gaming Laws and (ii) neither the Borrower nor any other Loan Party makes any representation or warranty as to the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary, or as to the rights and remedies of the Agents or any Lender with respect thereto, under foreign law.

Security Documents. (a) The Guarantee and Collateral Agreement and the Holdings Guarantee and Pledge Agreement are is effective to create in favor of the Collateral Agent (Administrative Agent, for the ratable benefit of the Secured Parties), in each case, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. As of the Closing Date, (as defined in the case of Guarantee and Collateral Agreement) and the proceeds thereof and (i) if the Pledged Collateral described (as defined in the Collateral Agreement and the Holdings Guarantee and Pledge Collateral Agreement, when certificates or promissory notes, as applicable, representing such Pledged Collateral and required to be delivered under the applicable Security Document are ) has been delivered to the Collateral Administrative Agent, the Guarantee and in the case Collateral Agreement shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties in such Pledged Collateral, in each case prior and superior in right to any other Collateral described in the Collateral Agreement Person, and (other than the Intellectual Property), when ii) if financing statements and other filings specified in the Perfection Certificate are appropriate form have been filed in the offices specified in the Perfection Certificateon Schedule 3.19(a), the Lien created under the Guarantee and Collateral Agent (for the benefit of the Secured Parties) shall have Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in all such Collateral and, subject as to Section 9-315 of the New York Uniform Commercial Code, the proceeds thereofwhich a security interest may be perfected by such a filing (other than Intellectual Property, as security for defined in the Obligations to the extent perfection can be obtained by filing Uniform Commercial Code financing statementsGuarantee and Collateral Agreement), in each case prior and superior in right to the Lien of any other person (except (x) Liens having priority by operation of law and (y) in the case of Collateral Person, other than certificated securities and instruments of which the Collateral Agent has possession, Permitted Liens)with respect to Liens expressly permitted by Section 6.2. (b) When If the Guarantee and Collateral Agreement or an ancillary document thereunder is properly filed and has been recorded in with the United States Patent and Trademark Office and the United States Copyright Office, and, with respect to Collateral in which a security interest cannot be perfected by such filings, upon the proper filing of the and financing statements referred to in clause (a) aboveappropriate form have been filed in the offices specified on Schedule 3.19(a), the Guarantee and Collateral Agent (for the benefit of the Secured Parties) Agreement shall have constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties thereunder in the Intellectual Property (as defined in the Guarantee and Collateral Agreement) in which a security interest may be perfected by filing in the United States Intellectual Property included in the Collateral (but, in the case of the United States registered copyrights included in the Collateral, only to the extent such United States registered copyrights are listed in such ancillary document filed with the United States Copyright Office) listed in such ancillary documentand its territories and possessions, in each case prior and superior in right to the Lien of any other person, except for Permitted Liens Person (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks and patentstrademarks, trademark and patent applications and registered copyrights acquired by the Loan Parties after the Closing Restatement Effective Date). (c) The Mortgages, if any, executed and delivered on the Closing Date are, and the Mortgages executed and delivered after the Closing Date pursuant to Section 5.10 shall be, are effective to create in favor of the Collateral Agent (Administrative Agent, for the ratable benefit of the Secured Parties) , a legal, valid and enforceable Liens Lien on all of the Loan Parties’ rightsright, titles title and interests interest in and to the Mortgaged Property thereunder and the proceeds thereof, and when such if the Mortgages are have been filed or recorded in the proper real estate filing or recording offices, and all relevant mortgage taxes and recording charges are duly paidoffices specified on Schedule 3.19(d), the Collateral Agent (for the benefit of the Secured Parties) Mortgages shall have valid Liens with record notice to third parties constitute a fully perfected Lien on, and security interests interest in, all rightsright, titles title and interests interest of the Loan Parties in such Mortgaged Property and, to the extent applicable, subject to Section 9-315 of the Uniform Commercial Code, and the proceeds thereof, in each case prior and superior in right to the Lien of any other personPerson, except for Permitted Liens. (d) Notwithstanding anything herein (including this Section 3.17) or in any other Loan Document to the contrary, (i) each of the parties hereto acknowledges and agrees that licensing by the Gaming Authorities may be required to enforce and/or exercise or foreclose upon certain security interests and such enforcement and/or exercise or foreclosure may be otherwise limited by the Gaming Laws and (ii) neither the Borrower nor any other Loan Party makes any representation or warranty as to the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary, or as than with respect to the rights and remedies of the Agents or any Lender with respect thereto, under foreign lawPersons pursuant to Liens expressly permitted by Section 6.2.

Security Documents. (a) The Collateral Agreement and the Holdings Guarantee and Pledge Agreement are Each Security Document is effective to create in favor of the Collateral Agent (for the benefit of the Secured Parties)) or, if so contemplated by the respective Security Document, the Collateral Agent and the other Secured Parties, in each case, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereofthereof (subject to the exceptions set forth in Section 3.03). As of the Closing Date, in the case of the Pledged Collateral described in the U.S. Collateral Agreement and the Holdings Guarantee and Pledge Agreement, when certificates or promissory notes, as applicable, representing such Pledged Collateral and required to be delivered under the applicable Security Document are delivered to the Collateral Agent, and in the case of the other Collateral described in the U.S. Collateral Agreement (other than the Intellectual Property), when financing statements and other filings specified in the Perfection Certificate are filed in the offices specified in the Perfection Certificate, the Collateral Agent (for the benefit of the Secured Parties) shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and, subject to Section 9-315 of the New York Uniform Commercial Code, the proceeds thereof, as security for the Obligations to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, in each case prior and superior in right to the Lien of any other person (except (x) Liens having priority by operation of law and (y) in the case of Collateral other than certificated securities and instruments of which the Collateral Agent has possession, Permitted Liens). (b) When the U.S. Collateral Agreement or an ancillary document thereunder is properly filed and recorded in the United States Patent and Trademark Office and the United States Copyright Office, and, with respect to Collateral in which a security interest cannot be perfected by such filings, upon the proper filing of the financing statements referred to in clause (a) above, the Collateral Agent (for the benefit of the Secured Parties) shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties thereunder in the material United States Intellectual Property included in the Collateral (but, in the case of the United States registered copyrights included in the Collateral, only to the extent such United States registered copyrights are listed in such ancillary document filed with the United States Copyright Office) listed in such ancillary document, in each case prior and superior in right to the Lien of any other person, except for Permitted Liens (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on material registered trademarks and patents, trademark and patent applications and registered copyrights acquired by the Loan Parties after the Closing Date). (c) The Mortgages, if any, executed and delivered on the Closing Date are, and the Mortgages executed and delivered after the Closing Date pursuant to Section 5.10 shall be, effective to create in favor of the Collateral Agent (for the benefit of the Secured Parties) legal, valid and enforceable Liens on all of the Loan Parties’ rights, titles and interests in and to the Mortgaged Property thereunder and the proceeds thereof, and when such Mortgages are filed or recorded in the proper real estate filing or recording offices, and all relevant mortgage taxes and recording charges are duly paid, the Collateral Agent (for the benefit of the Secured Parties) shall have valid Liens with record notice to third parties on, and security interests in, all rights, titles and interests of the Loan Parties in such Mortgaged Property and, to the extent applicable, subject to Section 9-315 of the Uniform Commercial Code, the proceeds thereof, in each case prior and superior in right to the Lien of any other person, except for Permitted Liens. (d) Notwithstanding anything herein (including this Section 3.17) or in any other Loan Document to the contrary, (i) each of the parties hereto acknowledges and agrees that licensing by the Gaming Authorities may be required to enforce and/or exercise or foreclose upon certain security interests and such enforcement and/or exercise or foreclosure may be otherwise limited by the Gaming Laws and (ii) neither the Borrower nor any other Loan Party makes any representation or warranty as to the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary, or as to the rights and remedies of the Agents or any Lender with respect thereto, under foreign law.

Security Documents. (a) The Collateral Agreement US Revolving Loans, the Swingline Loans and all other US Obligations shall be secured by the US Collateral, as and to the extent described in the applicable Security Documents, the Intercreditor Agreement, and the Holdings Guarantee Applicable Agents and Pledge Agreement the US Lenders are entitled to the benefits thereof. The US Credit Parties shall duly execute and deliver the applicable Security Documents, all consents of third parties necessary to permit the effective to create in favor granting of the Liens created thereby, and other documents, all in Proper Form, as may be reasonably required by the Applicable Agents to grant to the US Collateral Agent (Agent, for the ratable benefit of the Secured Parties), in each caseUS Lenders and the holders of the Term Loan Debt, a legalvalid, valid perfected and enforceable first priority Lien on and security interest in the US Collateral described therein (subject only to the Liens permitted under Section 7.2 hereof), including without limitation, any and proceeds thereof. As of the Closing Dateall original stock certificates, in the case of the Pledged Collateral described in the Collateral Agreement stock transfer powers, assignments and the Holdings Guarantee other documents and Pledge Agreement, when certificates instruments necessary or promissory notes, as applicable, representing such Pledged Collateral and required to be delivered desirable under the laws of any applicable jurisdiction with regard to the Equity Interests covered by any applicable Security Document are delivered to the Collateral Agent, and in the case of the other Collateral described in the Collateral Agreement (other than the Intellectual Property), when financing statements and other filings specified in the Perfection Certificate are filed in the offices specified in the Perfection Certificate, the Collateral Agent (for the benefit of the Secured Parties) shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and, subject to Section 9-315 of the New York Uniform Commercial Code, the proceeds thereof, as security for the Obligations to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, in each case prior and superior in right to the Lien of any other person (except (x) Liens having priority by operation of law and (y) in the case of Collateral other than certificated securities and instruments of which the Collateral Agent has possession, Permitted Liens)Agreement. (b) When The Canadian Revolving Loans and all other Canadian Obligations shall be secured by the Canadian Collateral Agreement or an ancillary document thereunder is properly filed (including without limitation, all assets of the Target), as and recorded to the extent described in the United States Patent and Trademark Office applicable Security Documents, the Intercreditor Agreement, and the United States Copyright OfficeApplicable Agents and the Canadian Lenders are entitled to the benefits thereof. The Canadian Credit Parties shall duly execute and deliver the applicable Security Documents, and, with respect all consents of third parties necessary to Collateral in which a security interest cannot be perfected by such filings, upon permit the proper filing effective granting of the financing statements referred Liens created thereby, and other documents, all in Proper Form, as may be reasonably required by the Applicable Agents to in clause (a) abovegrant to the Canadian Collateral Agent, the Collateral Agent (for the ratable benefit of the Secured Parties) shall have Canadian Lenders, a fully valid, perfected and enforceable first priority Lien on, on and security interest in, all right, title and interest of the Loan Parties thereunder in the United States Intellectual Property included in the Canadian Collateral (but, in the case of the United States registered copyrights included in the Collateral, subject only to the extent such United States registered copyrights are listed in such ancillary document filed Liens permitted under Section 7.2 hereof), including without limitation, any and all original stock certificates, stock transfer powers, assignments and other documents and instruments necessary or desirable under the laws of any applicable jurisdiction with the United States Copyright Office) listed in such ancillary document, in each case prior and superior in right regard to the Lien of any other person, except for Permitted Liens (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks and patents, trademark and patent applications and registered copyrights acquired by the Loan Parties after the Closing Date). (c) The Mortgages, if any, executed and delivered on the Closing Date are, and the Mortgages executed and delivered after the Closing Date pursuant to Section 5.10 shall be, effective to create in favor of the Collateral Agent (for the benefit of the Secured Parties) legal, valid and enforceable Liens on all of the Loan Parties’ rights, titles and interests in and to the Mortgaged Property thereunder and the proceeds thereof, and when such Mortgages are filed or recorded in the proper real estate filing or recording offices, and all relevant mortgage taxes and recording charges are duly paid, the Collateral Agent (for the benefit of the Secured Parties) shall have valid Liens with record notice to third parties on, and security interests in, all rights, titles and interests of the Loan Parties in such Mortgaged Property and, to the extent applicable, subject to Section 9-315 of the Uniform Commercial Code, the proceeds thereof, in each case prior and superior in right to the Lien of any other person, except for Permitted Liens. (d) Notwithstanding anything herein (including this Section 3.17) or in any other Loan Document to the contrary, (i) each of the parties hereto acknowledges and agrees that licensing by the Gaming Authorities may be required to enforce and/or exercise or foreclose upon certain security interests and such enforcement and/or exercise or foreclosure may be otherwise limited by the Gaming Laws and (ii) neither the Borrower nor any other Loan Party makes any representation or warranty as to the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of covered by any Foreign Subsidiary, or as to the rights and remedies of the Agents or any Lender with respect thereto, under foreign lawapplicable Security Agreement.

Security Documents. (a) The Collateral Agreement and the Holdings Guarantee and Pledge Agreement are is effective to create in favor of the Collateral Agent (for the benefit of the Secured Parties), in each case, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. As of the Closing Date, in the case of the Pledged Collateral described in the Collateral Agreement and the Holdings Guarantee and Pledge Agreement, when certificates or promissory notes, as applicable, representing such Pledged Collateral and required to be delivered under the applicable Security Document are delivered to the Collateral Agent, and in the case of the other Collateral described in the Collateral Agreement (other than the Intellectual Property), when financing statements and other filings specified in the Perfection Certificate are filed in the offices specified in the Perfection Certificate, the Collateral Agent (for the benefit of the Secured Parties) shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and, subject to Section 9-315 of the New York Uniform Commercial Code, the proceeds thereof, as security for the Obligations to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, in each case prior and superior in right to the Lien of any other person (except (x) Liens having priority by operation of law and (y) in the case of Collateral other than certificated securities and instruments of which the Collateral Agent has possession, Permitted Liens). (b) When the Collateral Agreement or an ancillary document thereunder is properly filed and recorded in the United States Patent and Trademark Office and the United States Copyright Office, and, with respect to Collateral in which a security interest cannot be perfected by such filings, upon the proper filing of the financing statements referred to in clause (a) above, the Collateral Agent (for the benefit of the Secured Parties) shall have a fully perfected (subject to exceptions arising from defects in the chain of title, which defects in the aggregate do not constitute a Material Adverse Effect hereunder) Lien on, and security interest in, all right, title and interest of the Loan Parties thereunder in the United States material domestic Intellectual Property included in the Collateral (but, in the case of the United States registered copyrights included in the Collateral, only to the extent such United States registered copyrights are listed in such ancillary document filed with the United States Copyright Office) listed in such ancillary document, in each case prior and superior in right to the Lien of any other person, except for Permitted Liens (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on material registered trademarks and patents, trademark and patent applications and registered copyrights acquired by the Loan Parties after the Closing Date). (c) The Mortgages, if any, executed and delivered on the Closing Date are, and the Mortgages executed and delivered after the Closing Date pursuant to Section 5.10 shall be, effective to create in favor of the Collateral Agent (for the benefit of the Secured Parties) legal, valid and enforceable Liens on all of the Loan Parties’ rights, titles and interests in and to the Mortgaged Property thereunder and the proceeds thereof, and when such Mortgages are filed or recorded in the proper real estate filing or recording offices, and all relevant mortgage taxes and recording charges are duly paid, the Collateral Agent (for the benefit of the Secured Parties) shall have valid Liens with record notice to third parties on, and security interests in, all rights, titles and interests of the Loan Parties in such Mortgaged Property and, to the extent applicable, subject to Section 9-315 of the Uniform Commercial Code, the proceeds thereof, in each case prior and superior in right to the Lien of any other person, except for Permitted Liens. (d) Notwithstanding anything herein (including this Section 3.17) or in any other Loan Document to the contrary, (i) each none of the parties hereto acknowledges and agrees that licensing by the Gaming Authorities may be required to enforce and/or exercise Holdings, either Borrower or foreclose upon certain security interests and such enforcement and/or exercise or foreclosure may be otherwise limited by the Gaming Laws and (ii) neither the Borrower nor any other Loan Party makes any representation or warranty as to the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary, or as to the rights and remedies of the Agents or any Lender with respect thereto, under foreign law.

Security Documents. (a) The Collateral Agreement and the Holdings Guarantee and Pledge Agreement are effective to Collateral Agreement, upon execution and delivery thereof by the parties thereto, will create in favor of the Collateral Agent (Security Agent, for the ratable benefit of the Secured Parties), in each case, a legal, valid and enforceable security interest in the Collateral described therein (as defined therein) (other than vessels) and proceeds thereof. As of the Closing Date, in the case of thereof and (i) when the Pledged Collateral described in the Collateral Agreement and the Holdings Guarantee and Pledge Agreement, when certificates or promissory notes, (as applicable, representing such Pledged Collateral and required to be delivered under the applicable Security Document are defined therein) is delivered to the Collateral Security Agent or the Prior Agent, together with instruments of transfer duly endorsed in blank, the Guarantee and in the case of the other Collateral described in the Collateral Agreement (other than the Intellectual Property), when financing statements and other filings specified in the Perfection Certificate are filed in the offices specified in the Perfection Certificate, the Collateral Agent (for the benefit of the Secured Parties) shall have constitute a fully perfected Lien on, and security interest in, all right, title and interest of the U.S. Loan Parties in such Collateral and, subject to Section 9-315 of the New York Uniform Commercial Code, the proceeds thereof, as security for the Obligations to the extent perfection can be obtained by filing Uniform Commercial Code financing statementsPledged Collateral, in each case prior and superior in right to the Lien of any other person (except (x) Liens having priority by operation of law and (y) in the case of Collateral Person, other than certificated securities and instruments of which the Collateral Agent has possession, Permitted Liens). (b) When the Collateral Agreement or an ancillary document thereunder is properly filed and recorded in the United States Patent and Trademark Office and the United States Copyright Office, and, with respect to Collateral Permitted Liens and other than as provided in which a security interest cannot be perfected by such filingsthe Intercreditor Agreement with respect to Term Priority Collateral, upon the proper filing of the and (ii) when financing statements referred to in clause (a) aboveappropriate form have been duly filed in the offices specified on Schedule 8.17(a), the Lien created under the Guarantee and Collateral Agent Agreement (for other than with respect to the benefit of the Secured Partiesaforesaid Pledged Collateral) shall have will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the U.S. Loan Parties thereunder in the United States Intellectual Property included in the Collateral (but, in the case of the United States registered copyrights included in the such Collateral, only and the proceeds thereof, to the extent such United States registered copyrights are listed in such ancillary document filed with the United States Copyright Office) listed in such ancillary documentperfection can be obtained by filing UCC financing statements, in each case prior and superior in right to the Lien of any other personPerson, except for other than with respect to Permitted Liens and other than as provided in the Intercreditor Agreement with respect to the Term Priority Collateral. (b) When the IP Security Agreements are duly filed with the United States Patent and Trademark Office and the United States Copyright Office, as applicable, and when financing statements in appropriate form have been duly filed in the offices specified on Schedule 8.17(a), the security interest created thereunder shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the U.S. Loan Parties in the registered intellectual property described therein and owned by the applicable U.S. Loan Parties and in which a security interest may be perfected by filing a security agreement in the United States, in each case prior and superior in right to any other Person, other than with respect to Permitted Liens and other than as provided in the Intercreditor Agreement (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks and trademarks, trademark applications, designs, patents, trademark and patent applications and registered copyrights acquired by the a Loan Parties Party after the Closing Funding Date). (c) The Mortgages, if any, When executed and delivered on the Closing Date aredelivered, and the Mortgages executed and delivered after the Closing Date pursuant to Section 5.10 shall be, each Canadian Security Document will be effective to create in favor of the Collateral Security Agent (for the ratable benefit of the Secured Parties) Parties a legal, valid and enforceable security interest (or, in the case of Quebec, hypothec) in all right, title and interest of the Canadian Loan Parties in the Collateral described in each such Canadian Security Document and (i) when the Pledged Collateral (as defined therein) is delivered to the Security Agent, together with instruments of transfer duly endorsed in blank, the Canadian Guarantee and Collateral Agreement shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Canadian Loan Parties in such Pledged Collateral, in each case prior and superior in right to any other Person (other than Canadian Priority Payables), and (ii) and when financing statements (or, in the case of Quebec, registration statements) in appropriate form are filed in the offices specified in Schedule 8.17(a), each such Canadian Security Document will constitute a fully perfected (or, in the case of Quebec, opposable) security interest (or, in the case of Quebec, hypothec) in all right, title and interest in all of the Collateral described in such Security Document (other than, with respect to the Canadian Guarantee and Collateral Agreement, the Pledged Collateral (as defined therein)) to the extent perfection (or, in the case of Quebec, opposability) can be obtained by filing PPSA financing statements (or, in the case of Quebec, registration statements), prior and superior to the rights of any other Person, except for rights and obligations secured by Permitted Liens (it being understood that no representation is made under this clause (c) as to (A) any such Collateral that is subject to a Canadian Security Document governed by the laws of a jurisdiction other than Canada or (B) the creation, validity, perfection (or opposability) or priority (or ranking) of any Lien to the extent that such matters are determined under the law of a jurisdiction outside Canada). (d) The Mortgages, upon execution and delivery thereof by the parties thereto, will create in favor of the Administrative Agent, for the ratable benefit of the beneficiaries named therein, a legal, valid and enforceable Lien on all of the U.S. Loan Parties’ rightsright, titles title and interests interest in and to the Mortgaged Property Properties thereunder and the proceeds thereof, and when such the Mortgages are duly filed or recorded registered in the proper real estate filing appropriate recording offices where such Mortgaged Properties are located or recording offices, and all relevant mortgage taxes and recording charges are duly paidas otherwise reasonably requested by the Administrative Agent, the Collateral Agent (for the benefit of the Secured Parties) shall have valid Liens with record notice to third parties Mortgages will constitute a fully perfected or published Lien on, and security interests interest or hypothec in, all rightsright, titles title and interests interest of the U.S. Loan Parties in such Mortgaged Property and, to the extent applicable, subject to Section 9-315 of the Uniform Commercial Code, Properties and the proceeds thereof, in each case prior and superior in right to the Lien of any other personPerson, except for other than with respect to Permitted LiensLiens or other encumbrances permitted by the relevant Mortgage. (de) Notwithstanding anything herein (including Each Security Document, other than any Security Document referred to in the preceding paragraphs of this Section 3.17) or in any other Loan Document to Section, upon execution and delivery thereof by the contrary, (i) each parties thereto and the making of the parties hereto acknowledges filings and agrees that licensing by taking of the Gaming Authorities may other actions provided for therein, will be required effective under applicable law to enforce and/or exercise or foreclose upon certain security interests create in favor of the Administrative Agent, for the ratable benefit of the Secured Parties, a valid and such enforcement and/or exercise or foreclosure may be otherwise limited by the Gaming Laws and (ii) neither the Borrower nor any other Loan Party makes any representation or warranty as to the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or enforceable security interest in all rights, title and interest of the Loan Parties in the Collateral subject thereto, prior and superior in right to any Equity Interests of any Foreign Subsidiaryother Person, or other than with respect to Permitted Liens and other than as provided in the Intercreditor Agreement with respect to the rights and remedies of the Agents or any Lender with respect thereto, under foreign lawTerm Priority Collateral.

Security Documents. (a) The Each of the Collateral Agreement and the Holdings Guarantee and Pledge Agreement are is effective to create in favor of the Collateral Agent (for the benefit of the Secured Parties), in each case, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. As of the Closing Date, in the case of the Pledged Collateral described in the Collateral Agreement and the Holdings Guarantee and Pledge Agreement, when certificates or promissory notes, as applicable, representing such Pledged Collateral and required to be delivered under the applicable Security Document are delivered to the Collateral Agent, and in the case of the other Collateral described in the Collateral Agreement (other than the Intellectual Property), when financing statements and other filings specified in the Perfection Certificate are filed in the offices specified in the Perfection Certificate, the Collateral Agent (for the benefit of the Secured Parties) shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and, subject to Section 9-315 of the New York Uniform Commercial Code, the proceeds thereof, as security for the Obligations to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, in each case prior and superior in right to the Lien of any other person (except (x) Liens having priority by operation of law and (y) in the case of Collateral other than certificated securities and instruments of which the Collateral Agent has possession, Permitted Liens). (b) When the Collateral Agreement or an ancillary document thereunder is properly filed and recorded in the United States Patent and Trademark Office and the United States Copyright Office, and, with respect to Collateral in which a security interest cannot be perfected by such filings, upon the proper filing of the financing statements referred to in clause (a) above, the Collateral Agent (for the benefit of the Secured Parties) shall have a fully perfected Lien (subject to exceptions arising from defects in the chain of title, which defects in the aggregate do not constitute a Material Adverse Effect hereunder) Lxxx on, and security interest in, all right, title and interest of the Loan Parties thereunder in the United States material domestic Intellectual Property included in the Collateral (but, in the case of the United States registered copyrights included in the Collateral, only to the extent such United States registered copyrights are listed in such ancillary document filed with the United States Copyright Office) listed in such ancillary document, in each case prior and superior in right to the Lien of any other person, except for Permitted Liens (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on material registered trademarks and patents, trademark and patent applications and registered copyrights acquired by the Loan Parties after the Closing Date). (c) The Mortgages, if any, executed and delivered on the Closing Date are, and the Mortgages executed and delivered after the Closing Date pursuant to Section 5.10 shall be, effective to create in favor of the Collateral Agent (for the benefit of the Secured Parties) legal, valid and enforceable Liens on all of the Loan Parties’ rights, titles and interests in and to the Mortgaged Property thereunder and the proceeds thereof, and when such Mortgages are filed or recorded in the proper real estate filing or recording offices, and all relevant mortgage taxes and recording charges are duly paid, the Collateral Agent (for the benefit of the Secured Parties) shall have valid Liens with record notice to third parties on, and security interests in, all rights, titles and interests of the Loan Parties in such Mortgaged Property and, to the extent applicable, subject to Section 9-315 of the Uniform Commercial Code, the proceeds thereof, in each case prior and superior in right to the Lien of any other person, except for Permitted Liens. (d) Notwithstanding anything herein (including this Section 3.17) or in any other Loan Document to the contrary, (i) each of the parties hereto acknowledges and agrees that licensing by the Gaming Authorities may be required to enforce and/or exercise no Borrower or foreclose upon certain security interests and such enforcement and/or exercise or foreclosure may be otherwise limited by the Gaming Laws and (ii) neither the Borrower nor any other Loan Party makes any representation or warranty as to the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary, or as to the rights and remedies of the Agents or any Lender with respect thereto, under foreign law.

Security Documents. (a) The Guarantee and Collateral Agreement and the Holdings Guarantee and Pledge Agreement are is effective to create in favor of the Collateral Agent (Agent, for the benefit of the Secured Parties), in each case, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. As Subject to Section 4.02(b) of the Closing DateGuarantee and Collateral Agreement, in the case of the Pledged Collateral Stock represented by certificates described in the Collateral Agreement and the Holdings Guarantee and Pledge Collateral Agreement, when any stock certificates or promissory notes, as applicable, representing such Pledged Collateral and required to be delivered under the applicable Security Document Stock are delivered to the Collateral Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement (other than Intellectual Property (as defined in the Intellectual PropertyGuarantee and Collateral Agreement)), when financing statements in appropriate form are duly completed and other filings specified in the Perfection Certificate are filed in the offices specified on Schedule 4.18(a) and such other filings as are specified on Schedule 3 to the Guarantee and Collateral Agreement have been completed, the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties party to the Guarantee and Collateral Agreement in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Perfection CertificateGuarantee and Collateral Agreement), in each case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.03), in each case to the extent security interests in such Collateral may be perfected by delivery of such certificates representing Pledged Stock or such filings. (b) Upon the recordation of the Guarantee and Collateral Agreement (or a short-form security agreement in form and substance reasonably satisfactory to the Company and the Collateral Agent) with the United States Patent and Trademark Office and the United States Copyright Office, together with the financing statements in appropriate form filed in the offices specified on Schedule 4.18(a), the Lien created under the Guarantee and Collateral Agent Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties party to the Guarantee and Collateral Agreement in the Recordable Intellectual Property in which a security interest may be perfected by filing in the United States and its territories and possessions, in each case prior and superior in right to any other Person, other than with respect to Liens expressly permitted by Section 7.03. (c) Each Mortgage (when duly executed and delivered) shall be effective to create in favor of the Collateral Agent, for the benefit of the Secured Parties) , a legal, valid and enforceable Lien on, and security interest in, all right, title and interest of the Loan Parties in and to the Mortgaged Property described therein and proceeds thereof; and when such Mortgage is filed in the recording office designated by the Company, such Mortgage shall have constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and, subject and to Section 9-315 of the New York Uniform Commercial Code, Mortgaged Property described therein and the proceeds thereof, as security for the Obligations to the extent perfection can be obtained by filing Uniform Commercial Code financing statements(as defined in such Mortgage), in each case prior and superior in right to the Lien of any other person Person (except (x) Liens having priority by operation of law and (y) in the case of Collateral other than certificated securities and instruments Persons holding Liens or other encumbrances or rights permitted by such Mortgage or Section 7.03). Schedule 4.18(c) lists, as of which the Collateral Agent has possessionAmendment Effective Date, Permitted Liens). (b) When the Collateral Agreement or an ancillary document thereunder is properly filed and recorded each parcel of owned real property located in the United States Patent and Trademark Office and held by the United States Copyright Office, and, with respect to Collateral in which Company or any of its Domestic Subsidiaries that has a security interest cannot be perfected by such filings, upon the proper filing of the financing statements referred to in clause (a) above, the Collateral Agent (for the benefit of the Secured Parties) shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties thereunder in the United States Intellectual Property included in the Collateral (butvalue, in the case reasonable opinion of the United States registered copyrights included in the Collateral, only to the extent such United States registered copyrights are listed in such ancillary document filed with the United States Copyright Office) listed in such ancillary documentCompany, in each case prior and superior in right to the Lien excess of any other person, except for Permitted Liens (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks and patents, trademark and patent applications and registered copyrights acquired by the Loan Parties after the Closing Date)$4,400,000. (c) The Mortgages, if any, executed and delivered on the Closing Date are, and the Mortgages executed and delivered after the Closing Date pursuant to Section 5.10 shall be, effective to create in favor of the Collateral Agent (for the benefit of the Secured Parties) legal, valid and enforceable Liens on all of the Loan Parties’ rights, titles and interests in and to the Mortgaged Property thereunder and the proceeds thereof, and when such Mortgages are filed or recorded in the proper real estate filing or recording offices, and all relevant mortgage taxes and recording charges are duly paid, the Collateral Agent (for the benefit of the Secured Parties) shall have valid Liens with record notice to third parties on, and security interests in, all rights, titles and interests of the Loan Parties in such Mortgaged Property and, to the extent applicable, subject to Section 9-315 of the Uniform Commercial Code, the proceeds thereof, in each case prior and superior in right to the Lien of any other person, except for Permitted Liens. (d) Notwithstanding anything herein (including this Section 3.17) or in any other Loan Document to the contrary, (i) each of the parties hereto acknowledges and agrees that licensing by the Gaming Authorities may be required to enforce and/or exercise or foreclose upon certain security interests and such enforcement and/or exercise or foreclosure may be otherwise limited by the Gaming Laws and (ii) neither the Borrower nor any other Loan Party makes any representation or warranty as to the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary, or as to the rights and remedies of the Agents or any Lender with respect thereto, under foreign law.

Security Documents. (a) The Collateral Agreement and the Holdings Guarantee and Pledge Agreement are is effective to create in favor of the Collateral Agent (for the benefit of the Secured Parties), in each case, ) a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. As of the Closing Date, in In the case of the Pledged Collateral described in the Collateral Agreement and the Holdings Guarantee and Pledge Agreement, when certificates or promissory notes, as applicable, representing such Pledged Collateral and required to be delivered under the applicable Security Document are delivered to the Collateral Agent, and in the case of the other Collateral described in the Collateral Agreement (other than the Intellectual PropertyProperty (as defined in the Collateral Agreement)), when financing statements and other filings specified in the Perfection Certificate are filed in the offices specified in the Perfection Certificate, the Collateral Agent (for the benefit of the Secured Parties) shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and, subject to Section 9-315 of the New York Uniform Commercial Code, the proceeds thereof, as security for the Obligations to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, in each case prior and superior in right to the Lien of any other person (except (x) Liens having priority by operation of law and (y) except, in the case of Collateral other than certificated securities and instruments of which the Collateral Agent has possessionPledged Collateral, Permitted LiensLiens and Liens having priority by operation of law). (b) When the Collateral Agreement or an ancillary document thereunder a summary thereof is properly filed and recorded in the United States Patent and Trademark Office and the United States Copyright Office, and, with respect to Collateral in which a security interest cannot be perfected by such filings, upon the proper filing of the financing statements referred to in clause paragraph (a) above, the Collateral Agent (for the benefit of the Secured Parties) shall have a fully perfected (subject to exceptions arising from defects in the chain of title, which defects in the aggregate do not constitute a Material Adverse Effect hereunder) Lien on, and security interest in, all right, title and interest of the Loan Parties thereunder in the United States domestic Intellectual Property included in the Collateral (but, in the case of the United States registered copyrights included in the Collateral, only to the extent such United States registered copyrights are listed in such ancillary document filed with the United States Copyright Office) listed in such ancillary documentProperty, in each case prior and superior in right to the Lien of any other person, except for Permitted Liens person (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks and patents, trademark and patent applications and registered copyrights acquired by the Loan Parties grantors after the Closing Date). (c) The MortgagesEach Foreign Pledge Agreement, if any, shall be effective to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof to the extent permissible under applicable law. In the case of the Pledged Collateral described in a Foreign Pledge Agreement, when certificates representing such Pledged Collateral (if any) are delivered to the Collateral Agent, the Collateral Agent (for the benefit of the Secured Parties) shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations, in each case prior and superior in right to any other person. (d) The Mortgages executed and delivered on the Closing Date are, and the Mortgages executed and delivered after the Closing Date pursuant to Section 5.10 shall be, effective to create in favor of the Collateral Agent (for the benefit of the Secured Parties) a legal, valid and enforceable Liens Lien on all of the Loan Parties’ rightsright, titles title and interests interest in and to the Mortgaged Property thereunder and the proceeds thereof, and when such Mortgages are filed or recorded in the proper real estate filing or recording offices, and all relevant mortgage taxes and recording charges are duly paid, the Collateral Agent (for the benefit of the Secured Parties) shall have valid Liens with record notice to third parties a fully perfected Lien on, and security interests interest in, all rightsright, titles title and interests interest of the Loan Parties in such Mortgaged Property and, to the extent applicable, subject to Section 9-315 of the Uniform Commercial Code, the proceeds thereof, in each case prior and superior in right to the Lien of any other person, except for other than with respect to the rights of a person pursuant to Permitted LiensLiens and Liens having priority by operation of law. (de) Notwithstanding anything herein (including this Section 3.17) or in any other Loan Document to the contrary, (i) each of other than to the parties hereto acknowledges and agrees that licensing by extent set forth in the Gaming Authorities may be required to enforce and/or exercise applicable Foreign Pledge Agreements, no Borrower or foreclose upon certain security interests and such enforcement and/or exercise or foreclosure may be otherwise limited by the Gaming Laws and (ii) neither the Borrower nor any other Loan Party makes any representation or warranty as to the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign SubsidiarySubsidiary that is not a Loan Party, or as to the rights and remedies of the Agents or any Lender with respect thereto, under foreign law.

Security Documents. (a) The U.S. Collateral Agreement, the U.K. Security Agreement and the Holdings Guarantee and Pledge Gibraltar Security Agreement are effective to create in favor of the Collateral Agent (for the benefit of the Secured Parties), in each case, ) a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. As of the Closing Date, in the case of the Pledged Collateral described in the Collateral Agreement and the Holdings Guarantee and Pledge Agreement, when certificates or promissory notes, as applicable, representing such Pledged Collateral and required to be delivered under the applicable Security Document are delivered to the Collateral Agent, and in the case of the other Collateral described in the Collateral Agreement (other than the Intellectual Property), when financing statements and other filings specified in the Perfection Certificate are filed in the offices specified in the Perfection Certificate, the Collateral Agent (for the benefit of the Secured Parties) shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and, subject to Section 9-315 of the New York Uniform Commercial Code, the proceeds thereof, as security for the Obligations to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, in each case prior and superior in right to the Lien of any other person (except (x) Liens having priority by operation of law and (y) in the case of Collateral other than certificated securities and instruments of which the Collateral Agent has possession, Permitted Liens). (b) When In the case of the U.S. Security Documents and U.S. Collateral described therein, upon (i) the timely and proper filing of financing statements listing each applicable Loan Party, as a debtor, and the Collateral Agent, as secured creditor, in the secretary of state’s office (or other similar governmental entity) of the jurisdiction of organization of such Loan Party, (ii) the receipt by the Term Loan Agent, as bailee for the Collateral Agent pursuant to the Intercreditor Agreement, of all Instruments, Chattel Paper and certificated pledged Equity Interests that constitute “securities” governed by Article 8 of the Uniform Commercial Code, in each case constituting Collateral in suitable form for transfer by delivery or accompanied by instruments of transfer or assignment duly executed in blank, (iii) sufficient identification of commercial tort claims (as applicable), (iv) execution of a Control Arrangement establishing the Collateral Agent’s “control” (within the meaning of the Uniform Commercial Code) with respect to any deposit account, (v) the recordation of the U.S. Collateral Agreement (or an ancillary document thereunder is properly filed and recorded a summary thereof), in the United States Patent and Trademark Office and and/or the United States Copyright Office, andas applicable, with and (vi) in respect to Collateral of any pledge granted over shares in which a security interest cannot be perfected by such filingsany Foreign Person incorporated in England and Wales, upon the timely and proper filing of the financing statements referred to in clause (a) aboveany such pledge with Companies House of England and Wales, the Collateral Agent (Agent, for the benefit of the Secured Parties) shall have , has (to the extent then required by the U.S. Security Documents), a fully perfected Lien on, and security interest in, in all right, title and interest of in all the Loan Parties thereunder in U.S. Collateral subject to the United States Intellectual Property included in the U.S. Collateral (butAgreement, subject to no other Liens other than Permitted Liens, in the case of the United States registered copyrights included in the Collateraleach case, only to the extent such United States registered copyrights are listed in such ancillary document filed with the United States Copyright Office) listed in such ancillary document, in each case prior and superior in right to the Lien of any other person, except for Permitted Liens (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may perfection can be necessary to perfect a Lien on registered trademarks and patents, trademark and patent applications and registered copyrights acquired by the Loan Parties after the Closing Date)accomplished under applicable law through these actions. (c) The MortgagesIn the case of the U.K. Security Documents and U.K. Collateral described therein, if anyupon (i) the timely and proper filing of the U.K. Security Agreement, executed relevant additional security documents and delivered the security interests created by it or them with Companies House of England and Wales and (ii) the making and/or procuring of any relevant additional filings, stampings and/or notifications as set out within the U.K. Security Agreement, the Collateral Agent, for the benefit of the Secured Parties, has (to the extent then required by the U.K. Security Documents) a fully perfected security interest in all right, title and interest in all of the U.K. Collateral, subject to the U.K. Security Agreement, subject to no other Liens other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable law through these actions. (d) In the case of the Gibraltar Security Agreement and Gibraltar Collateral described therein, upon (i) the timely and proper filing of the Gibraltar Security Agreement, relevant additional security documents and the security interests created by it or them with Companies House (Gibraltar) Limited and (ii) the making and/or procuring of any relevant additional filings, stampings and/or notifications as set out within the Gibraltar Security Agreement, the Collateral Agent, for the benefit of the Secured Parties, will have (to the extent then required by the Gibraltar Security Agreement) a fully perfected security interest in all right, title and interest in all of the Gibraltar Collateral, subject to the Gibraltar Security Agreement, subject to no other Liens other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable law through these actions. (e) Upon delivery, each Mortgage will create, as security for the obligations purported to be secured thereby, a valid and enforceable (except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law) and implied covenants of good faith and fair dealing) and, upon recordation in the appropriate recording office, perfected security interest in and mortgage lien on the Closing Date are, and the Mortgages executed and delivered after the Closing Date pursuant to Section 5.10 shall be, effective to create respective Mortgaged Property in favor of the Collateral Agent (or such other trustee as may be required or desired under local law) for the benefit of the Secured Parties) legal, valid superior and enforceable Liens on all of the Loan Parties’ rights, titles and interests in and to the Mortgaged Property thereunder and the proceeds thereof, and when such Mortgages are filed or recorded in the proper real estate filing or recording offices, and all relevant mortgage taxes and recording charges are duly paid, the Collateral Agent (for the benefit of the Secured Parties) shall have valid Liens with record notice to third parties on, and security interests in, all rights, titles and interests of the Loan Parties in such Mortgaged Property and, to the extent applicable, subject to Section 9-315 of the Uniform Commercial Code, the proceeds thereof, in each case prior and superior in right to the Lien of any other person, except for Permitted Liens. (d) Notwithstanding anything herein (including this Section 3.17) or in any other Loan Document to the contrary, (i) each of the parties hereto acknowledges and agrees that licensing by the Gaming Authorities may be required to enforce and/or exercise or foreclose upon certain security interests and such enforcement and/or exercise or foreclosure may be otherwise limited by the Gaming Laws and (ii) neither the Borrower nor any other Loan Party makes any representation or warranty as to the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary, or as to the rights of all third Persons and remedies of the Agents or any Lender with respect subject to no other Liens (other than Permitted Liens related thereto, under foreign law).

Security Documents. (a) The Collateral Agreement and the Holdings Guarantee and Pledge Agreement are Each Security Document is effective to create in favor of the Collateral Agent (for the benefit of the Secured Parties), in each case, ) a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. . (i) As of the Closing Date, in the case of the Pledged Collateral and U.S. Pledged Collateral described in the U.S. Collateral Agreement and the Holdings Guarantee and Pledge Agreement, when certificates or promissory notes, as applicable, representing such Pledged Collateral and U.S. Pledged Collateral and required to be delivered under the applicable Security Document U.S. Collateral Agreement are delivered to the Collateral Agent, and in the case of the other Collateral described in the U.S. Collateral Agreement (other than the Intellectual Property), when financing statements and other filings specified in the Perfection Certificate are filed in the offices specified in the Perfection Certificate, the Collateral Agent (for the benefit of the Secured Parties) shall have a fully perfected Lien (subject to all Permitted Liens) on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and, subject to Section 9-315 of the New York Uniform Commercial Code, the proceeds thereof, as security for the Obligations to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, in each case prior and superior in right to the Lien of any other person statements or possession. (except (xii) Liens having priority by operation of law and (y) in In the case of the Collateral other than certificated securities described in any Security Document to which an English Loan Party is a party, when any required registration with the UK Companies House under Section 859A of the UK Companies Xxx 0000, the Land Registry or Land Charges Registry in England, the United Kingdom Intellectual Property Office, the European Patent Office, and instruments the European Intellectual Property Office has been validly completed (by or on behalf of which the Collateral Agent), the Collateral Agent has possession, (for the benefit of the Secured Parties) shall have a fully perfected Lien (subject to all Permitted Liens) on, and security interest in, all right, title and interest of the Loan Parties in such Collateral, to the extent perfection can be achieved by such registration. (iii) In the case of the Collateral described in the Irish Law Security Documents or any other Security Document to which Parent or any other Irish Loan Party is a party, when any required registration with the Companies Registration Office of Ireland pursuant to Part 7 of the Companies Xxx 0000 of Ireland and/or with the Revenue Commissioners of Ireland pursuant to Section 1001 of the Taxes Consolidation Act, 1997 of Ireland (as amended) (to the extent that Parent or any other Irish Loan Party has obtained an Irish tax registration number), the Irish Patents Office, European Patent Office and the European Intellectual Property Office has been validly completed, the Collateral Agent (for the benefit of the Secured Parties) shall have a fully perfected Lien (subject to all Permitted Liens) on, and security interest in, all right, title and interest of the Loan Parties in such Collateral, to the extent perfection can be achieved by such registration. (iv) In the case of the Collateral described in the Jersey Law Security Documents, when any required registration of financing statement on the SIR has been validly completed (by or on behalf of the Collateral Agent), the Collateral Agent (for the benefit of the Secured Parties) shall have a perfected security interest pursuant to the Security Interests (Jersey) Law 2012 (the “SIJL”) in such Collateral, to the extent perfection under the SIJL can be achieved by such registration. (v) In the case of the Collateral described in the Spanish Law Security Documents and the Polish Security Documents, when any required perfection and/or registration requirements therein have been validly completed (by or on behalf of the Collateral Agent and the Secured Parties), the Collateral Agent and the Secured Parties identified therein shall have a fully perfected Lien (subject to all Permitted Liens) on, and security interest in, all right, title and interest of the Loan Parties in such Collateral, to the extent perfection can be achieved by completing such requirements or registration. (b) When the U.S. Collateral Agreement or an ancillary document thereunder is properly filed and recorded in the United States Patent and Trademark Office and the United States Copyright Office, and, with respect to Collateral in which a security interest cannot be perfected by such filings, upon the proper filing of the financing statements referred to in clause (a) above, the Collateral Agent (for the benefit of the Secured Parties) shall have a fully perfected Lien on, and security interest in, all right, title and interest of the U.S. Loan Parties thereunder in the material United States Intellectual Property included in the Collateral (but, in the case of the United States registered copyrights included in the Collateral, only to the extent such United States registered copyrights are listed in such ancillary document filed with the United States Copyright Office) listed in such ancillary document, in each case prior and superior in right to the Lien of any other person, except for Permitted Liens (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on material registered trademarks and patents, trademark and patent applications and registered copyrights acquired by the Loan Parties after the Closing Date). (c) The Mortgages, if any, executed and delivered on the Closing Date areMortgaged Properties, and the Mortgages executed and delivered after the Closing Date pursuant to Section 5.10 5.10, shall be, be effective to create in favor of the Collateral Agent (for the benefit of the Secured Parties) or, if so contemplated by the respective Mortgage, the Collateral Agent and the other Secured Parties, legal, valid and enforceable Liens on all of the Loan Parties’ rights, titles and interests in and to the Mortgaged Property thereunder and the proceeds thereof, and when such Mortgages are filed validly filed, registered or recorded in the proper real estate filing filing, registration or recording officesoffices and any other required registrations have been validly completed by or on behalf of the Collateral Agent (including, in the case of any Mortgage over Mortgaged Property located in England and Wales, any required registration with the Land Registry or Land Charges Registry of England), and all relevant mortgage taxes Taxes and recording and registration charges are duly paid, the Collateral Agent (for the benefit of the Secured Parties) shall have valid Liens with record or registered notice to third parties on, and security interests in, all rights, titles and interests of the Loan Parties in such Mortgaged Property and, to the extent applicable, subject to Section 9-315 of the Uniform Commercial Code, the proceeds thereof, in each case prior and superior in right to the Lien of any other person, except for Permitted Liens. (d) Notwithstanding anything herein (including this Section 3.17) or in any other Loan Document to the contrary, (i) each of the parties hereto acknowledges and agrees that licensing by the Gaming Authorities may be required to enforce and/or exercise no Borrower or foreclose upon certain security interests and such enforcement and/or exercise or foreclosure may be otherwise limited by the Gaming Laws and (ii) neither the Borrower nor any other Loan Party makes any representation or warranty as to the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign SubsidiarySubsidiary (other than Foreign Subsidiaries organized in a Specified Jurisdiction), or as to the rights and remedies of the Agents or any Lender with respect thereto, under foreign lawlaw (other than any applicable Specified Foreign Law).

Security Documents. (a) The Collateral Agreement and the Holdings Guarantee and Pledge Agreement are is effective to create in favor of the Collateral Agent (Agent, for the benefit of the Secured Parties), in each case, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. As of the Closing Date, in In the case of the Pledged Stock and Pledged Notes (as defined in the Collateral Agreement) described in the Collateral Agreement and the Holdings Guarantee and Pledge Agreement, when stock certificates or promissory notes, as applicable, representing such Pledged Collateral Stock and required to be delivered under the applicable Security Document Pledged Notes are delivered to the Collateral Agent, and in the case of the other Collateral described in the Collateral Agreement (other than the Intellectual Property, as defined in the Collateral Agreement), when financing statements and other filings specified in the Perfection Certificate are filed in the offices specified on Schedule 3.17 (as updated by the Borrower from time to time in the Perfection Certificateaccordance with Section 5.03), the Collateral Agent (for the benefit of the Secured Parties) Agreement shall have constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and, subject to Section 9-315 of the New York Uniform Commercial Code, and the proceeds thereof, as security for the Obligations to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, or in the case of Pledged Stock and Pledged Notes, by possession or control, in each case prior and superior in right to the Lien of any other person Person (except (x) Liens having priority by operation of law and (y) except, in the case of Collateral other than certificated securities Pledged Stock and instruments of which the Collateral Agent has possessionPledged Notes, Permitted LiensLiens permitted by Section 6.02(a)). (b) When the Collateral Agreement or an ancillary document thereunder a summary thereof is properly filed and recorded in the United States Patent and Trademark Office and the United States Copyright Office, and, with respect to Collateral in which a security interest cannot be perfected by such filings, upon the proper filing of the financing statements referred to in clause paragraph (a) above, the Collateral Agent (for the benefit of the Secured Parties) Agreement and such financing statements shall have constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties grantors thereunder in the United States Intellectual Property included (as defined in the Collateral (but, in the case of the United States registered copyrights included in the Collateral, only to the extent such United States registered copyrights are listed in such ancillary document filed with the United States Copyright Office) listed in such ancillary documentAgreement), in each case prior and superior in right to the Lien of any other person, except for Permitted Liens Person (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien lien on registered trademarks and patents, trademark and patent applications and registered copyrights acquired by the Loan Parties grantors after the Closing Datedate hereof). (c) The Mortgages, if any, executed and delivered on the Closing Date are, and the Mortgages executed and delivered entered into after the Closing Date pursuant to Section 5.10 5.13 shall be, be effective to create in favor of the Collateral Agent (Agent, for the ratable benefit of the Secured Parties) , a legal, valid and enforceable Liens Lien on all of the Loan Parties’ rightsright, titles title and interests interest in and to the Mortgaged Property thereunder and the proceeds thereof, and when such Mortgages are filed or recorded in the proper real estate filing or recording offices, and all relevant mortgage taxes and recording charges are duly paid, the Collateral Agent (for the benefit of the Secured Parties) such Mortgages shall have valid Liens with record notice to third parties constitute a fully perfected Lien on, and security interests interest in, all rightsright, titles title and interests interest of the Loan Parties in such Mortgaged Mortgages Property and, to the extent applicable, subject to Section 9-315 of the Uniform Commercial Code, and the proceeds thereof, in each case prior and superior in right to the Lien of any other personPerson, except for Permitted Liens. (d) Notwithstanding anything herein (including this Section 3.17) or in any other Loan Document to the contrary, (i) each of the parties hereto acknowledges and agrees that licensing by the Gaming Authorities may be required to enforce and/or exercise or foreclose upon certain security interests and such enforcement and/or exercise or foreclosure may be otherwise limited by the Gaming Laws and (ii) neither the Borrower nor any other Loan Party makes any representation or warranty as to the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary, or as than with respect to the rights and remedies of the Agents or any Lender with respect thereto, under foreign lawPerson pursuant to Liens expressly permitted by Section 6.02(a).

Security Documents. (a) The Collateral Agreement and the Holdings Guarantee and Pledge Agreement are is effective to create in favor of the Collateral Agent (for the benefit of the Secured Parties), in each case, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. As of the Closing Date, in the case of the Pledged Collateral described in the Collateral Agreement and the Holdings Guarantee and Pledge Agreement, when certificates or promissory notes, as applicable, representing such Pledged Collateral and required to be delivered under the applicable Security Document are delivered to the Applicable Collateral Agent, and in the case of the other Collateral described in the Collateral Agreement (other than the Intellectual Property), when financing statements and other filings specified in the Perfection Certificate are filed in the offices specified in the Perfection Certificate, the Collateral Agent (for the benefit of the Secured Parties) shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and, subject to Section 9-315 of the New York Uniform Commercial Code, the proceeds thereof, as security for the Obligations to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, in each case prior and superior in right to the Lien of any other person (except (x) Liens having priority by operation of law and (y) in the case of Collateral other than certificated securities and instruments of which the Collateral Agent has possession, Permitted Liens). (b) When the Collateral Agreement or an ancillary document thereunder is properly filed and recorded in the United States Patent and Trademark Office and the United States Copyright Office, and, with respect to Collateral in which a security interest cannot be perfected by such filings, upon the proper filing of the financing statements referred to in clause (a) above, the Collateral Agent (for the benefit of the Secured Parties) shall have a fully perfected (subject to exceptions arising from defects in the chain of title, which defects in the aggregate do not constitute a Material Adverse Effect hereunder) Lien on, and security interest in, all right, title and interest of the Loan Parties thereunder in the United States material domestic Intellectual Property included in the Collateral (but, in the case of the United States registered copyrights included in the Collateral, only to the extent such United States registered copyrights are listed in such ancillary document filed with the United States Copyright Office) listed in such ancillary document, in each case prior and superior in right to the Lien of any other person, except for Permitted Liens (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on material registered trademarks and patents, trademark and patent applications and registered copyrights acquired by the Loan Parties after the Closing Date). (c) The Mortgages, if any, executed and delivered on the Closing Date are, and the Mortgages executed and delivered after the Closing Date pursuant to Section 5.10 shall be, effective to create in favor of the Collateral Agent (for the benefit of the Secured Parties) legal, valid and enforceable Liens on all of the Loan Parties’ rights, titles and interests in and to the Mortgaged Property thereunder and the proceeds thereof, and when such Mortgages are filed or recorded in the proper real estate filing or recording offices, and all relevant mortgage taxes and recording charges are duly paid, the Collateral Agent (for the benefit of the Secured Parties) shall have valid Liens with record notice to third parties on, and security interests in, all rights, titles and interests of the Loan Parties in such Mortgaged Property and, to the extent applicable, subject to Section 9-315 of the Uniform Commercial Code, the proceeds thereof, in each case prior and superior in right to the Lien of any other person, except for Permitted Liens. (d) Notwithstanding anything herein (including this Section 3.17) or in any other Loan Document to the contrary, (i) each of the parties hereto acknowledges and agrees that licensing by the Gaming Authorities may be required to enforce and/or exercise no Borrower or foreclose upon certain security interests and such enforcement and/or exercise or foreclosure may be otherwise limited by the Gaming Laws and (ii) neither the Borrower nor any other Loan Party makes any representation or warranty as to the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary, or as to the rights and remedies of the Agents or any Lender with respect thereto, under foreign law.

Security Documents. (a) The Collateral Agreement and the Holdings Guarantee and Pledge Agreement are effective to create creates in favor of the Collateral Agent (Agent, for the benefit of the Secured Parties), in each caseParties referred to therein, a legal, valid valid, continuing and enforceable security interest in the Collateral described therein and proceeds thereof. As of the Closing Date, (as defined in the case Pledge Agreement), the enforceability of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law, and the Pledged Collateral described Securities (as defined in the Collateral Agreement and the Holdings Guarantee and Pledge Agreement, when certificates or promissory notes, as applicable, representing such Pledged Collateral and required to be delivered under the applicable Security Document are ) have been delivered to the Collateral Agent (together with stock powers or other appropriate instruments of transfer executed in blank form). The Collateral Agent has a fully perfected first priority Lien on, and security interest in, to and under all right, title and interest of each pledgor thereunder in such Collateral, and such security interest is in each case prior and superior in right and interest to any other Person, subject only to Permitted Encumbrances. (b) The Security Agreement creates in favor of the Collateral Agent, and in the case of the other Collateral described in the Collateral Agreement (other than the Intellectual Property), when financing statements and other filings specified in the Perfection Certificate are filed in the offices specified in the Perfection Certificate, the Collateral Agent (for the benefit of the Secured PartiesParties referred to therein, a legal, valid, continuing and enforceable security interest in the Collateral (as defined in the Security Agreement), the enforceability of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. Upon the filing of the financing statements approved by the Lead Borrower and/or the obtaining of “control” of such deposit accounts in respect of which Blocked Account Agreements are required hereunder the Collateral Agent will have a perfected Lien on, and security interest in, to and under all right, title and interest of the grantors thereunder in all Collateral that may be perfected by filing, recording or registering a financing statement or analogous document (including without limitation the proceeds of such Collateral subject to the limitations relating to such proceeds in the UCC), in each case, to the extent required by the Security Agreement or (in the case of such deposit accounts) by obtaining control, under the UCC (in effect on the date this representation is made) in each case prior and superior in right to any other Person, subject only to Permitted Encumbrances. (c) When the Security Agreement is filed in the United States Patent and Trademark Office and the United States Copyright Office and when financing statements, releases and other filings referenced in Section 5.19(c) are filed, the Security Agreement shall have constitute a fully perfected Lien on, and security interest in, all right, title and interest of the applicable Loan Parties in such Collateral andthe Intellectual Property (as defined in the Security Agreement) in which a security interest may be perfected by filing, subject to Section 9-315 of recording or registering a security agreement, financing statement or analogous document in the New York Uniform Commercial Code, United States Patent and Trademark Office or the proceeds thereofUnited States Copyright Office, as security for the Obligations to the extent perfection can be obtained by filing Uniform Commercial Code financing statementsapplicable, in each case prior and superior in right to the Lien of any other person (except (x) Liens having priority by operation of law and (y) in the case of Collateral other than certificated securities and instruments of which the Collateral Agent has possessionPerson, Permitted Liens). (b) When the Collateral Agreement or an ancillary document thereunder is properly filed and recorded in the United States Patent and Trademark Office and the United States Copyright Office, and, with respect to Collateral in which a security interest cannot be perfected by such filings, upon the proper filing of the financing statements referred to in clause (a) above, the Collateral Agent (for the benefit of the Secured Parties) shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties thereunder in the United States Intellectual Property included in the Collateral (but, in the case of the United States registered copyrights included in the Collateral, subject only to the extent such United States registered copyrights are listed in such ancillary document filed with the United States Copyright Office) listed in such ancillary document, in each case prior and superior in right to the Lien of any other person, except for Permitted Liens Encumbrances (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks and patentstrademarks, trademark and patent applications and registered copyrights acquired by the Loan Parties after the Closing Datedate hereof). (c) The Mortgages, if any, executed and delivered on the Closing Date are, and the Mortgages executed and delivered after the Closing Date pursuant to Section 5.10 shall be, effective to create in favor of the Collateral Agent (for the benefit of the Secured Parties) legal, valid and enforceable Liens on all of the Loan Parties’ rights, titles and interests in and to the Mortgaged Property thereunder and the proceeds thereof, and when such Mortgages are filed or recorded in the proper real estate filing or recording offices, and all relevant mortgage taxes and recording charges are duly paid, the Collateral Agent (for the benefit of the Secured Parties) shall have valid Liens with record notice to third parties on, and security interests in, all rights, titles and interests of the Loan Parties in such Mortgaged Property and, to the extent applicable, subject to Section 9-315 of the Uniform Commercial Code, the proceeds thereof, in each case prior and superior in right to the Lien of any other person, except for Permitted Liens. (d) Notwithstanding anything herein (including to the contrary in this Section 3.17) or 5.19, in the case of any other Loan Document to the contrary, (i) each Parties not organized in a jurisdiction of the parties hereto acknowledges and agrees United States, no representation is made in this Section 5.19 as to any security interest creation or perfection actions that licensing by the Gaming Authorities may be required to enforce and/or exercise or foreclose upon certain security interests and such enforcement and/or exercise or foreclosure may be otherwise limited by under the Gaming Laws and (ii) neither the Borrower nor any other Loan Party makes any representation or warranty as to the effects laws of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary, or as to the rights and remedies jurisdictions outside of the Agents or any Lender with respect thereto, under foreign lawUnited States.

Security Documents. (a) The Collateral Agreement and the Holdings Guarantee and Pledge Agreement are is effective to create in favor of the Collateral Agent (for the benefit of the Secured Parties), in each case, ) a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. As of the Closing Date, in In the case of the Pledged Collateral described in the Collateral Agreement and the Holdings Guarantee and Pledge Agreement, when certificates or promissory notes, as applicable, representing such Pledged Collateral and required to be delivered under the applicable Security Document are delivered to the Collateral AgentAgent (together with transfer powers or endorsements executed in blank), and in the case of the other Collateral described in the Collateral Agreement (other than the Intellectual Propertyregistered copyrights and copyright applications), when financing statements and other filings specified in the Perfection Certificate described on Schedule 3.17 are filed by the Administrative Agent in the offices specified in the Perfection Certificateon Schedule 3.17, the Collateral Agent (for the benefit of the Secured Parties) shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and, subject to Section 9-315 of the New York Uniform Commercial Code, the proceeds thereof, as security for the Obligations to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, in each case prior and superior in right to the Lien of any other person (except (x) Liens having priority by operation of law and (y) except, in the case of Collateral other than certificated securities Pledged Collateral, Liens expressly permitted by Section 6.02 and instruments Liens having priority by operation of which the Collateral Agent has possession, Permitted Lienslaw). (b) When the Collateral Agreement or an ancillary document thereunder a summary thereof is properly filed and recorded by the Administrative Agent in the United States Copyright Office or the United States Patent and Trademark Office and the United States Copyright Office, and, with respect to Collateral in which a security interest cannot be perfected by such filings, upon the proper filing of the financing statements referred to in clause (a) aboveas applicable, the Collateral Agent (for the benefit of the Secured Parties) shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties thereunder in the United States Intellectual Property included in the Collateral (but, in the case consisting of the United States registered copyrights included in the Collateral, only to the extent such United States registered copyrights are listed in such ancillary document filed with the United States Copyright Office) listed in such ancillary documentand copyright applications, in each case prior and superior in right to the Lien of any other person, person except for Permitted Liens expressly permitted by Section 6.02 and Liens having priority by operation of law (it being understood that subsequent recordings in the United States Copyright Office or United States Patent and Trademark Office and Office, as the United States Copyright Office case may be, may be necessary to perfect a Lien lien on registered trademarks copyrights and patents, trademark and patent copyright applications and registered copyrights acquired by the Loan Parties grantors after the Closing Date). (c) The Mortgages, if any, executed and delivered on the Closing Date are, and the Mortgages executed and delivered after the Closing Date pursuant to Section 5.10 shall be, be effective to create in favor of the Collateral Agent (for the benefit of the Secured Parties) a legal, valid and enforceable Liens Lien on all of the Loan Parties’ rightsright, titles title and interests interest in and to the Mortgaged Property thereunder and the proceeds thereof, and when such Mortgages are filed or recorded by Administrative Agent in the proper real estate filing or recording offices, and all relevant mortgage taxes and recording charges are duly paid, the Collateral Agent (for the benefit of the Secured Parties) shall have valid Liens with record notice to third parties a fully perfected Lien on, and security interests interest in, all rightsright, titles title and interests interest of the Loan Parties in such Mortgaged Property and, to the extent applicable, subject to Section 9-315 of the Uniform Commercial Code, the proceeds thereof, in each case prior and superior in right to the Lien of any other person, except for Permitted Liens. (d) Notwithstanding anything herein (including this Section 3.17) or in any other Loan Document to the contrary, (i) each of the parties hereto acknowledges and agrees that licensing by the Gaming Authorities may be required to enforce and/or exercise or foreclose upon certain security interests and such enforcement and/or exercise or foreclosure may be otherwise limited by the Gaming Laws and (ii) neither the Borrower nor any other Loan Party makes any representation or warranty as to the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary, or as than with respect to the rights of a person pursuant to Liens expressly permitted by Section 6.02 and remedies Liens having priority by operation of the Agents or any Lender with respect thereto, under foreign law.

Security Documents. (a) (i) The Collateral Security Agreement and the Holdings Guarantee and Pledge Agreement are is effective to create in favor of the Collateral Agent for its benefit and the benefit of the Secured Parties legal, valid and enforceable (subject to bankruptcy and creditors’ rights generally) security interests in the Pledged Collateral (as defined in the Security Agreement) and (ii) (x) when financing statements in appropriate form are filed in the offices specified on Schedule 7 to the Perfection Certificate and (y) upon the taking of possession or control by the Collateral Agent of any such Collateral in which a security interest may be perfected only by possession or control (which possession or control shall be given to the Collateral Agent to the extent possession or control by the Collateral Agent is required by the Security Agreement), the Security Agreement shall constitute a fully perfected Second Priority Lien on, and security interest in, all right, title and interest of the grantors thereunder in such Pledged Collateral (other than the Intellectual Property Collateral (as defined in the Security Agreement)) to the extent such Lien and security interest can be perfected by the filing of a financing statement pursuant to the UCC or by possession or control by the Collateral Agent, in each case prior and superior in right to any other Person, other than any holder of Permitted Liens. Without limitation to the foregoing, no consent of any Person including any other general or limited partner, any other member of a limited liability company, any other shareholder or any other trust beneficiary is necessary in connection with the creation, perfection or Second Priority status of the security interest of the Collateral Agent in any Equity Interests pledged to the Collateral Agent for the benefit of the Secured Parties), in each case, a legal, valid and enforceable security interest Parties under the Security Agreement or the exercise by the Collateral Agent of the voting or other rights provided for in the Collateral described therein and proceeds thereof. As Security Agreement or the exercise of the Closing Date, remedies in the case of the Pledged Collateral described in the Collateral Agreement and the Holdings Guarantee and Pledge Agreement, when certificates or promissory notes, as applicable, representing such Pledged Collateral and required to be delivered under the applicable Security Document are delivered to the Collateral Agent, and in the case of the other Collateral described in the Collateral Agreement respect thereof (other than the Intellectual PropertyFirst Lien Collateral Agent). Prior to the satisfaction of the Discharge Conditions, when financing statements and other filings specified the representations made in the Perfection Certificate are filed in the offices specified in the Perfection Certificate, this Section 3.20(a) with respect to possession or control of any Collateral by the Collateral Agent shall be deemed to refer to the possession or control of such Collateral by the First Lien Collateral Agent (holding for the benefit of the Secured PartiesCollateral Agent). (b) When the filings in clause (ii)(x) of Section 3.20(a) are made and when the Security Agreement (or a short form security agreement substantially in the form of Exhibit 6, Exhibit 7 or Exhibit 8, as applicable, to the Security Agreement) is filed in the United States Patent and Trademark Office and the United States Copyright Office, the Security Agreement shall have constitute a fully perfected Second Priority Lien on, and security interest in, all right, title and interest of the Loan Parties in such the Intellectual Property Collateral and, subject to Section 9-315 of the New York Uniform Commercial Code, the proceeds thereof, (as security for the Obligations to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, in each case prior and superior in right to the Lien of any other person (except (x) Liens having priority by operation of law and (y) defined in the case of Collateral other than certificated securities and instruments of which the Collateral Agent has possession, Permitted Liens). (bSecurity Agreement) When the Collateral Agreement or an ancillary document thereunder is properly filed and recorded in the United States Patent and Trademark Office and the United States Copyright Office, and, with respect to Collateral in which a security interest cannot may be perfected by such filingsfiling, upon the proper filing of the financing statements referred to in clause (a) above, the Collateral Agent (for the benefit of the Secured Parties) shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties thereunder in the United States Intellectual Property included in the Collateral (but, in the case of the United States registered copyrights included in the Collateral, only to the extent such United States registered copyrights are listed in such ancillary document filed with the United States Copyright Office) listed in such ancillary document, in each case prior and superior in right to the Lien of any other person, except for Permitted Liens recording or registration (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks and patentstrademarks, trademark and patent applications and registered copyrights acquired by the Loan Parties after the Closing Date). (c) The Mortgages, if any, executed and Each Mortgage (when such Mortgage is filed in the offices identified in the local counsel opinion delivered on the Closing Date are, and the Mortgages executed and delivered after the Closing Date pursuant to Section 5.10 shall be, with respect thereto) is effective to create create, in favor of the Collateral Agent (Agent, for the benefit of the Secured Parties) , legal, valid and enforceable (subject to bankruptcy and creditors’ rights generally) Second Priority Liens on all of the Loan Parties’ rights, titles and interests in and to the Mortgaged Property thereunder and the proceeds thereof, and when such Mortgages are filed or recorded in the proper real estate filing or recording offices, and all relevant mortgage taxes and recording charges are duly paid, the Collateral Agent (for the benefit of the Secured Parties) shall have valid Liens with record notice to third parties on, and security interests in, all rightsof the Loan Parties’ right, titles title and interest in and to the Mortgaged Properties thereunder and the proceeds thereof, subject only to Permitted Encumbrances or other Liens acceptable to the Collateral Agent, and when the Mortgages are filed in the offices specified on Schedule 3.20(c) (or, in the case of any Mortgage executed and delivered after the date hereof in accordance with the provisions of Sections 5.10 and 5.11, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 5.10 and 5.11), the Mortgages shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the Loan Parties in such the Mortgaged Property and, to the extent applicable, subject to Section 9-315 of the Uniform Commercial Code, Properties and the proceeds thereof, in each case prior and superior in right to the Lien of any other personPerson, except for other than Permitted LiensEncumbrances. (d) Notwithstanding anything herein Each Security Document delivered pursuant to Sections 5.10 and 5.11 will, upon execution and delivery thereof, be effective to create in favor of the Collateral Agent, for the benefit of the Secured Parties, legal, valid and enforceable (including this Section 3.17subject to bankruptcy and creditors’ rights generally) or Second Priority Liens on, and security interests in, all of the Loan Parties’ right, title and interest in any other Loan Document and to the contraryCollateral thereunder, and (i) each of when all appropriate filings or recordings are made in the parties hereto acknowledges and agrees that licensing by the Gaming Authorities appropriate offices as may be required to enforce and/or exercise or foreclose upon certain security interests and such enforcement and/or exercise or foreclosure may be otherwise limited by the Gaming Laws under applicable law and (ii) neither upon the Borrower nor any other Loan Party makes any representation taking of possession or warranty as control by the Collateral Agent of such Collateral with respect to which a security interest may be perfected only by possession or control (which such possession or control shall be given to the effects Collateral Agent to the extent required by any Security Document), such Security Document will constitute a fully perfected Lien on (subject to any exceptions set forth in such Security Document), and security interests in, all right, title and interest of perfection or non-perfectionthe Loan Parties in such Collateral, in each case subject to no Liens other than the applicable Permitted Liens. Prior to the satisfaction of the Discharge Conditions, the priority representations made in this Section 3.20(d) with respect to possession or the enforceability control of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary, or as Collateral by the Collateral Agent shall be deemed to refer to the rights and remedies possession or control of such Collateral by the First Lien Collateral Agent (holding for the benefit of the Agents or any Lender with respect thereto, under foreign lawCollateral Agent).

Security Documents. (a) The U.S. Collateral Agreement and the Holdings Guarantee and Pledge Agreement are is effective to create in favor of the Collateral Agent (for the benefit of the Secured Parties), in each case, ) a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. As of the Closing Date, in In the case of the Pledged Collateral described in the U.S. Collateral Agreement and the Holdings Guarantee and Pledge Agreement, when certificates or promissory notes, as applicable, representing such Pledged Collateral and required to be delivered under the applicable Security Document are delivered to the Collateral Agent, and in the case of the other Collateral described in the U.S. Collateral Agreement (other than the Intellectual PropertyProperty (as defined in the U.S. Collateral Agreement)), when financing statements and other filings specified in on Schedule 3 of the U.S. Perfection Certificate in appropriate form are filed in the offices specified in on Schedule 5 of the U.S. Perfection Certificate, the Collateral Agent (for the benefit of the Secured Parties) shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and, subject to Section 9-315 of the New York Uniform Commercial Code, the proceeds thereof, as security for the Obligations to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, in each case prior and superior in right to the Lien of any other person (except (x) Liens having priority by operation of law and (y) except, in the case of Collateral other than certificated securities Pledged Collateral, Liens expressly permitted by Section 6.02(a) and instruments Liens having priority by operation of which the Collateral Agent has possession, Permitted Lienslaw). (b) When the U.S. Collateral Agreement or an ancillary document thereunder a summary thereof is properly filed and recorded in the United States Patent and Trademark Office and the United States Copyright Office, and, with respect to Collateral in which a security interest cannot be perfected by such filings, upon the proper filing of the financing statements referred to in clause paragraph (a) above, the Collateral Agent (for the benefit of the Secured Parties) shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties thereunder in the United States Intellectual Property included in the Collateral (but, in the case of the United States registered copyrights included in the Collateral, only to the extent such United States registered copyrights are listed in such ancillary document filed with the United States Copyright Office) listed in such ancillary documentProperty, in each case prior and superior in right to the Lien of any other person, except for Permitted Liens Person (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien lien on registered trademarks and patents, trademark and patent applications and registered copyrights acquired by the Loan Parties grantors after the Closing Datedate hereof). (c) The MortgagesEach Foreign Pledge Agreement and each Foreign Security Agreement is effective to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Collateral described in a Foreign Pledge Agreement, when certificates or promissory notes, as applicable, representing such Pledged Collateral are delivered to the Collateral Agent, and, in the case of the Collateral described in a Foreign Security Agreement, when filings are made in the appropriate offices in each relevant jurisdiction and the other actions, if any, executed and delivered specified on such Schedule are taken, the Closing Date areCollateral Agent (for the benefit of the Secured Parties) shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations, in each case prior and superior in right to any other person (except, in the case of Collateral other than Pledged Collateral, Liens expressly permitted by Section 6.02(a) and Liens having priority by operation of law). (d) The Mortgages executed and delivered entered into after the Closing Effective Date pursuant to Section 5.10 shall be, be effective to create in favor of the Collateral Agent (for the benefit of the Secured Parties) a legal, valid and enforceable Liens Lien on all of the Loan Parties’ rights' right, titles title and interests interest in and to the Mortgaged Property thereunder and the proceeds thereof, and when such Mortgages are filed or recorded in the proper real estate filing or recording offices, and all relevant mortgage taxes and recording charges are duly paid, the Collateral Agent (for the benefit of the Secured Parties) shall have valid Liens with record notice to third parties a fully perfected Lien on, and security interests interest in, all rightsright, titles title and interests interest of the Loan Parties in such Mortgaged Property and, to the extent applicable, subject to Section 9-315 of the Uniform Commercial Code, the proceeds thereof, in each case prior and superior in right to the Lien of any other personPerson, except for Permitted Liens. (d) Notwithstanding anything herein (including this Section 3.17) or in any other Loan Document to the contrary, (i) each of the parties hereto acknowledges and agrees that licensing by the Gaming Authorities may be required to enforce and/or exercise or foreclose upon certain security interests and such enforcement and/or exercise or foreclosure may be otherwise limited by the Gaming Laws and (ii) neither the Borrower nor any other Loan Party makes any representation or warranty as to the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary, or as than with respect to the rights and remedies of the Agents or any Lender with respect thereto, under foreign law.a Person pursuant to Liens expressly permitted by

Security Documents. (a) The Each of the Collateral Agreement and the Holdings Guarantee and Pledge Agreement are is effective to create in favor of the Collateral Agent (for the benefit of the Secured Parties), in each case, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. As of the Closing Date, in the case of the Pledged Collateral described in the Collateral Agreement and the Holdings Guarantee and Pledge Agreement, when certificates or promissory notes, as applicable, representing such Pledged Collateral and required to be delivered under the applicable Security Document are delivered to the Collateral Agent, and in the case of the other Collateral described in the Collateral Agreement (other than the Intellectual Property), when financing statements and other filings specified in the Perfection Certificate are filed in the offices specified in the Perfection Certificate, the Collateral Agent (for the benefit of the Secured Parties) shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and, subject to Section 9-315 of the New York Uniform Commercial Code, the proceeds thereof, as security for the Obligations to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, in each case prior and superior in right to the Lien of any other person (except (x) Liens having priority by operation of law and (y) in the case of Collateral other than certificated securities and instruments of which the Collateral Agent has possession, Permitted Liens). (b) When the Collateral Agreement or an ancillary document thereunder is properly filed and recorded in the United States Patent and Trademark Office and the United States Copyright Office, and, with respect to Collateral in which a security interest cannot be perfected by such filings, upon the proper filing of the financing statements referred to in clause (a) above, the Collateral Agent (for the benefit of the Secured Parties) shall have a fully perfected Lien (subject to exceptions arising from defects in the chain of title, which defects in the aggregate do not constitute a Material Adverse Effect hereunder) Xxxx on, and security interest in, all right, title and interest of the Loan Parties thereunder in the material United States Intellectual Property included in the Collateral (but, in the case of the United States registered copyrights included in the Collateral, only to the extent such United States registered copyrights are listed in such ancillary document filed with the United States Copyright Office) listed in such ancillary document, in each case prior and superior in right to the Lien of any other person, except for Permitted Liens (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on material registered trademarks and patents, trademark and patent applications and registered copyrights acquired by the Loan Parties after the Closing Date). (c) The Mortgages, if any, executed and delivered on the Closing Date are, and the Mortgages executed and delivered after the Closing Date pursuant to Section 5.10 shall be, be effective to create in favor of the Collateral Agent (for the benefit of the Secured Parties) legal, valid and enforceable Liens on all of the Loan Parties’ rights, titles and interests in and to the Mortgaged Property thereunder and the proceeds thereof, and when such Mortgages are filed or recorded in the proper real estate filing or recording offices, and all relevant mortgage taxes and recording charges are duly paid, the Collateral Agent (for the benefit of the Secured Parties) shall have valid Liens with record notice to third parties on, and security interests in, all rights, titles and interests of the Loan Parties in such Mortgaged Property and, to the extent applicable, subject to Section 9-315 of the Uniform Commercial Code, the proceeds thereof, in each case prior and superior in right to the Lien of any other person, except for Permitted Liens. (d) Notwithstanding anything herein (including this Section 3.17) or in any other Loan Document to the contrary, (i) each of the parties hereto acknowledges and agrees that licensing by the Gaming Authorities may be required to enforce and/or exercise no Borrower or foreclose upon certain security interests and such enforcement and/or exercise or foreclosure may be otherwise limited by the Gaming Laws and (ii) neither the Borrower nor any other Loan Party makes any representation or warranty as to the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary, or as to the rights and remedies of the Agents or any Lender with respect thereto, under foreign law.

Security Documents. (a) The Collateral Agreement and the Holdings Guarantee and Pledge Agreement are Collateral Agreement, upon execution and delivery thereof by the parties thereto, will, to the extent required therein, be effective to create in favor of the Collateral Agent (Administrative Agent, for the benefit of the Secured Parties), in each caseLenders, a legal, valid and enforceable security interest under the New York UCC in the Collateral described therein and proceeds thereoftherein. As of the Closing Date, in In the case of the Pledged Collateral Stock described in the Guarantee and Collateral Agreement and constituting certificated securities (as defined in the Holdings Guarantee and Pledge AgreementNew York UCC), when certificates or promissory notes, as applicable, representing such Pledged Collateral and required to be delivered under the applicable Security Document certificated securities are delivered to the Administrative Agent (together with a properly completed and signed stock power or endorsement executed in blank), the security interest created under the Guarantee and Collateral AgentAgreement will constitute a fully perfected security interest in all right, title and interest of the pledgors thereunder in such Pledged Stock, prior and superior in right to any other Person, to the extent that such security interest can be perfected under the New York UCC. In the case of the other Collateral described in the Guarantee and Collateral Agreement (other than the Intellectual Property)Agreement, when uniform commercial code financing statements and other filings specified in the Perfection Certificate appropriate form are filed in the offices specified in the Perfection Certificateapplicable offices, the security interest created under the Guarantee and Collateral Agent (for the benefit of the Secured Parties) Agreement shall have constitute a fully perfected Lien on, and security interest in, in all right, title and interest of the Loan Parties in such Collateral and, subject to Section 9-315 of the New York Uniform Commercial Code, the proceeds thereof, as security for the Obligations to the extent perfection can be obtained by filing Uniform Commercial Code uniform commercial code financing statements, in each case prior and superior in right to the Lien rights of any other person Person (except (x) for rights secured by Liens having priority permitted by operation of law and (y) in the case of Collateral other than certificated securities and instruments of which the Collateral Agent has possession, Permitted LiensSection 7.3). (b) When Each of the Collateral Agreement or an ancillary document thereunder is properly filed and recorded in the United States Patent and Trademark Office and the United States Copyright Office, and, with respect to Collateral in which a security interest cannot be perfected by such filingsMortgages, upon execution and delivery thereof by the proper filing parties thereto, will be effective to create or continue, as applicable, in favor of the financing statements referred to in clause (a) aboveAdministrative Agent, the Collateral Agent (for the benefit of the Secured Parties) Lenders, a legal, valid and enforceable security interest in all the applicable mortgagor’s right, title and interest in and to the Mortgaged Properties subject thereto and the proceeds thereof, and when the Mortgages are filed in the jurisdictions specified therein, each such Mortgage shall have constitute a fully perfected Lien on, and security interest in, in all right, title and interest of the Loan Parties thereunder mortgagors in the United States Intellectual Property included in the Collateral (but, in the case of the United States registered copyrights included in the Collateral, only to the extent such United States registered copyrights are listed in such ancillary document filed with the United States Copyright Office) listed in such ancillary document, in each case prior Mortgaged Properties and superior in right to the Lien of any other person, except for Permitted Liens (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks and patents, trademark and patent applications and registered copyrights acquired by the Loan Parties after the Closing Date). (c) The Mortgages, if any, executed and delivered on the Closing Date are, and the Mortgages executed and delivered after the Closing Date pursuant to Section 5.10 shall be, effective to create in favor of the Collateral Agent (for the benefit of the Secured Parties) legal, valid and enforceable Liens on all of the Loan Parties’ rights, titles and interests in and to the Mortgaged Property thereunder and the proceeds thereof, and when such Mortgages are filed or recorded in the proper real estate filing or recording offices, and all relevant mortgage taxes and recording charges are duly paid, the Collateral Agent (for the benefit of the Secured Parties) shall have valid Liens with record notice to third parties on, and security interests in, all rights, titles and interests of the Loan Parties in such Mortgaged Property and, to the extent applicable, subject to Section 9-315 of the Uniform Commercial Code, the proceeds thereof, in each case prior and superior in right to the Lien rights of any other person, Person (except for Permitted Liens. rights secured by Liens permitted by Section 7.3). Schedule 1.1B lists, as of the Closing Date, each parcel of owned real property located in the United States and held by the Parent or any of its Restricted Subsidiaries (dother than Excluded Subsidiaries) Notwithstanding anything herein that has a value, in the reasonable opinion of the Parent, in excess of $10,000,000 (including this Section 3.17) or in any other Loan Document to the contrary, than (i) each real properties owned as of the parties hereto acknowledges Closing Date by Ceredo Liquid Terminal, LLC, Kanawha River Terminals LLC, and agrees that licensing by the Gaming Authorities may be required to enforce and/or exercise or foreclose upon certain security interests and such enforcement and/or exercise or foreclosure may be otherwise limited by the Gaming Laws Suncoke Lake Terminal LLC and (ii) neither the Borrower nor any other Loan Party makes any representation or warranty real properties owned as to the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary, or as to the rights and remedies of the Agents or any Lender with respect theretoClosing Date in Granite City, under foreign lawIL and Xxxxxxxx County, VA which properties are not required to be made subject to a Mortgage).

Security Documents. (a) The provisions of the Guarantee and Collateral Agreement and the Holdings Guarantee and Pledge Agreement (taken as a whole) are effective to create in favor of the Collateral Agent (Trustee for the benefit of the Secured Parties), in each case, Parties a legal, valid and enforceable (except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law)) security interest in the Collateral described therein and proceeds thereof. As of the Closing Date, in the case of the Pledged Collateral described in the Collateral Agreement and the Holdings Guarantee and Pledge Agreement, when certificates or promissory notes, as applicable, representing such Pledged Collateral and required to be delivered under the applicable Security Document are delivered to the Collateral Agent, and in the case of the other Collateral described in the Collateral Agreement (other than the Intellectual Property), when financing statements and other filings specified in the Perfection Certificate are filed in the offices specified in the Perfection Certificate, the Collateral Agent (for the benefit of the Secured Parties) shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Credit Parties in such the Guarantee and Collateral andAgreement Collateral described therein (other than, subject to Section 9-315 of the New York Uniform Commercial Code, the proceeds thereof, as security for the Obligations to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, in each case prior and superior in right to the Lien of any other person (except (x) Liens having priority by operation of law and (y) in the case of proceeds, money not constituting identifiable proceeds of any Collateral), and the Collateral Trustee, for the benefit of the Secured Parties, has (or, after the filing of UCC-1 financing statements in the office and with the information specified by the Credit Parties in the Guarantee and Collateral Agreement, the payment of all applicable fees and the taking of such other actions as are required by the Guarantee and Collateral Agreement, will have) a fully perfected security interest in all right, title and interest in all of the Guarantee and Collateral Agreement Collateral described therein (if and to the extent a security interest in the Guarantee and Collateral Agreement Collateral can be perfected by the filing of UCC-1 financing statements and the other actions required by the Guarantee and Collateral Agreement), superior and prior to the rights of all third Persons and subject to no other Liens other than certificated securities and instruments of which the Collateral Agent has possession, Permitted Liens). (b) When The recordation of the grants of security interest in patents and the grants of security interest in trademarks in the respective forms attached to the Guarantee and Collateral Agreement or an ancillary document thereunder is properly filed and recorded Agreement, in each case, in the United States Patent and Trademark Office Office, together with filings on Form UCC-1 made pursuant to the Guaranty and Collateral Agreement and payment of all applicable fees, will create, as may be perfected by such filing and recordation, a perfected security interest in the trademark registrations and patents that are part of the Guarantee and Collateral Agreement Collateral, and the recordation of the grant of security interest in copyrights substantially in the form attached to the Guarantee and Collateral Agreement with the United States Copyright Office, andtogether with filings on Form UCC-1 made pursuant to the Guarantee and Collateral Agreement, with respect to Collateral in which a security interest cannot will create, as may be perfected by such filingsfilings and recordation, upon a perfected security interest in the proper filing copyright registrations that are a part of the financing statements referred Guarantee and Collateral Agreement Collateral. (c) Upon filing or recording, as applicable, with the appropriate recording office, each Mortgage shall create, as security for the obligations purported to be secured thereby, a legal, valid and enforceable (except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in clause (aequity or at law)) above, perfected security interest in and mortgage Lien on the respective Mortgaged Property in favor of the Collateral Agent Trustee (or such other trustee as may be required or desired under local law) for the benefit of the Secured Parties) shall have a fully perfected Lien on, superior and security interest in, all right, title and interest of the Loan Parties thereunder in the United States Intellectual Property included in the Collateral (but, in the case of the United States registered copyrights included in the Collateral, only prior to the extent such United States registered copyrights are listed in such ancillary document filed with the United States Copyright Office) listed in such ancillary document, in each case prior rights of all third Persons and superior in right to the Lien of any other person, except for Permitted Liens (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks and patents, trademark and patent applications and registered copyrights acquired by the Loan Parties after the Closing Date). (c) The Mortgages, if any, executed and delivered on the Closing Date are, and the Mortgages executed and delivered after the Closing Date pursuant to Section 5.10 shall be, effective to create in favor of the Collateral Agent (for the benefit of the Secured Parties) legal, valid and enforceable Liens on all of the Loan Parties’ rights, titles and interests in and to the Mortgaged Property thereunder and the proceeds thereof, and when such Mortgages are filed or recorded in the proper real estate filing or recording offices, and all relevant mortgage taxes and recording charges are duly paid, the Collateral Agent (for the benefit of the Secured Parties) shall have valid Liens with record notice to third parties on, and security interests in, all rights, titles and interests of the Loan Parties in such Mortgaged Property and, to the extent applicable, subject to Section 9-315 of the Uniform Commercial Code, the proceeds thereof, in each case prior and superior in right to the Lien of any no other person, except for Liens other than Permitted Liens. (d) Notwithstanding anything herein (including this Section 3.17) or in any other Loan Document to the contrary, (i) each of the parties hereto acknowledges and agrees that licensing by the Gaming Authorities may be required to enforce and/or exercise or foreclose upon certain security interests and such enforcement and/or exercise or foreclosure may be otherwise limited by the Gaming Laws and (ii) neither the Borrower nor any other Loan Party makes any representation or warranty as to the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary, or as to the rights and remedies of the Agents or any Lender with respect thereto, under foreign law.