Common use of Status of Security Interest Clause in Contracts

Status of Security Interest. (a) upon the filing of financing statements naming each Grantor as “debtor” and the Bank as “secured party” and describing the Collateral in the filing offices set forth opposite such Grantor’s name on Schedule 5.4 hereof (as such schedule may be amended or supplemented from time to time), the security interest of the Bank in all Collateral that can be perfected by the filing of a financing statement under the Uniform Commercial Code as in effect in the applicable jurisdiction will constitute a valid, perfected, first priority lien subject to any Permitted Liens with respect to Collateral. Each agreement purporting to give the Bank Control over any Collateral is effective to establish the Bank’s Control of the Collateral subject thereto; (b) to the extent perfection or priority of the security interest therein is not subject to Article 9 of the UCC, upon recordation of the security interests granted hereunder in Patents, Trademarks, Copyrights and exclusive Copyright Licenses in the applicable intellectual property registries, including but not limited to the United States Patent and Trademark Office and the United States Copyright Office, the security interests granted to the Bank hereunder shall constitute valid, perfected, first priority Liens (subject, in the case of priority only, to Permitted Prior Liens); (c) no authorization, consent, approval or other action by (other than any authorization, consent, approval, action which has been received or taken), and no notice to or filing with, any Governmental Authority, Gaming Authority, regulatory body or any other Person, (other than any notice which has been given) is required for (i) the pledge or grant by any Grantor of the Liens purported to be created in favor of the Bank hereunder or (ii) the exercise by Bank of any rights or remedies in respect of any Collateral (whether specifically granted or created hereunder or created or provided for by applicable law), except (A) for the filings contemplated by clause (a) above and (B) as may be required, in connection with the disposition of any Investment Related Property, by laws generally affecting the offering and sale of Securities, and (C) as may be required by any Gaming Authority; and (d) each Grantor is in compliance with its obligations under Section 4 hereof.

Status of Security Interest. (a) upon the filing of financing statements naming each Grantor as “debtor” and the Bank Collateral Agent as “secured party” and describing the Collateral in the filing offices set forth opposite such Grantor’s name on Schedule 5.4 hereof (as such schedule may be amended or supplemented from time to time), the security interest of the Bank Collateral Agent in all Collateral that can be perfected by the filing of a financing statement under the Uniform Commercial Code as in effect in the applicable any jurisdiction will constitute a valid, perfected, first priority lien Liens subject in the case of priority only, to any Permitted Liens with respect to Collateral. Each agreement agreement, if any, purporting to give the Bank Collateral Agent Control over any Collateral is effective to establish the BankCollateral Agent’s Control of the Collateral subject thereto; (b) to the extent perfection or priority of the security interest therein is not subject to Article 9 of the UCC, upon recordation of the security interests granted hereunder in Patents, Trademarks, Copyrights and exclusive Copyright Licenses in the applicable intellectual property registries, including but not limited to the United States Patent and Trademark Office and the United States Copyright Office, the security interests granted to the Bank Collateral Agent hereunder shall constitute valid, perfected, first priority Liens (subject, in the case of priority only, to Permitted Prior Liens); (c) except as have been obtained or made and are in full force and effect, no authorization, consent, approval or other action by (other than any authorization, consent, approval, action which has been received or taken)by, and no notice to or filing with, any Governmental Authority, Gaming Authority, Authority or regulatory body or any other Person, (other than any notice which has been given) Person is required for either (i) the pledge or grant by any Grantor of the Liens in material Collateral purported to be created in favor of the Bank Collateral Agent hereunder or (ii) the exercise by Bank Collateral Agent of any rights or remedies in respect of any material Collateral (whether specifically granted or created hereunder or created or provided for by applicable law), except (A) for the filings contemplated by clause (a) above and (B) as may be required, in connection with the disposition of any Investment Related Property, by laws generally affecting the offering and sale of Securities, and (C) as may be required by any Gaming Authority; and (d) each Grantor is in compliance with its obligations under Section 4 hereof.

Status of Security Interest. (a) upon the filing of financing statements naming each Grantor as “debtor” and the Bank Collateral Agent as “secured party” and describing the Collateral in the filing offices set forth opposite such Grantor’s name on Schedule 5.4 hereof (as such schedule may be amended or supplemented from time to time), the security interest of the Bank Collateral Agent in all Collateral that can be perfected by the filing of a financing statement under the Uniform Commercial Code as in effect in the applicable any jurisdiction will constitute a valid, perfected, first priority lien Lien in favor of the Collateral Agent subject in the case of priority only, to any Permitted Liens with respect to Collateral. Each agreement purporting to give the Bank Collateral Agent Control over any Collateral is effective to establish the BankCollateral Agent’s Control of the Collateral subject thereto; (b) to the extent perfection or priority of the security interest therein is not subject to Article 9 of the UCC, upon recordation of the security interests granted hereunder in Patents, Trademarks, Copyrights and exclusive Copyright Licenses in the applicable intellectual property registries, including but not limited to the United States Patent and Trademark Office and the United States Copyright Office, the security interests granted to the Bank Collateral Agent hereunder shall constitute valid, perfected, first priority Liens (subject, in the case of priority only, to Permitted Prior Liens); (c) no authorization, consent, approval or other action by (other than any authorization, consent, approval, action which has been received or taken)by, and no notice to or filing with, any Governmental Authority, Gaming Authority, Authority or regulatory body or any other Person, (other than any notice which has been given) Person is required for either (i) the pledge or grant by any Grantor of the Liens purported to be created in favor of the Bank Collateral Agent hereunder or (ii) the exercise by Bank Collateral Agent of any rights or remedies in respect of any Collateral (whether specifically granted or created hereunder or created or provided for by applicable law), except (A) for the filings contemplated by clause (a) above and above, (B) as may be required, in connection with the disposition of any Investment Related Property, by laws generally affecting the offering and sale of Securities, Securities and (C) as may be required by any Gaming Authorityconsents needed to transfer the servicing under any servicing agreement to any successor servicer; and (d) each Grantor is in compliance with its obligations under Section 4 hereof.

Status of Security Interest. (a) upon the filing of financing statements naming each Grantor as “debtor” and the Bank Collateral Agent as “secured party” and describing the Collateral in the filing offices set forth opposite such Grantor’s name on Schedule 5.4 hereof (as such schedule may be amended or supplemented from time to time), the security interest of the Bank Collateral Agent in all Collateral that can be perfected by the filing of a financing statement under the Uniform Commercial Code as in effect in the applicable any jurisdiction will constitute a valid, perfected, first priority lien Lien subject to the Intercreditor Agreement, and, in the case of priority only, to any Permitted Liens with respect to Collateral. Each agreement purporting to give the Bank Collateral Agent Control over any Collateral is effective to establish the BankCollateral Agent’s Control of the Collateral subject thereto; (b) to the extent perfection or priority of the security interest therein is not subject to Article 9 of the UCC, upon recordation of the security interests granted hereunder in Patents, Trademarks, Copyrights and exclusive Copyright Licenses in the applicable intellectual property registries, including but not limited to the United States Patent and Trademark Office and the United States Copyright Office, the security interests granted to the Bank Collateral Agent hereunder shall constitute valid, perfected, first priority Liens (subjectsubject to the Intercreditor Agreement, and, in the case of priority only, to Permitted Prior Liens); (c) other than as provided in the Intercreditor Agreement, no authorization, consent, approval or other action by (other than any authorization, consent, approval, action which has been received or taken)by, and no notice to or filing with, any Governmental Authority, Gaming Authority, Authority or regulatory body or any other Person, (other than any notice which has been given) Person is required for either (i) the pledge or grant by any Grantor of the Liens purported to be created in favor of the Bank Collateral Agent hereunder or (ii) the exercise by Bank Collateral Agent of any rights or remedies in respect of any Collateral (whether specifically granted or created hereunder or created or provided for by applicable law), except (A) for the filings contemplated by clause (a) above and (B) as may be required, in connection with the disposition of any Investment Related Property, by laws generally affecting the offering and sale of Securities, and (C) as may be required by any Gaming Authority; and (d) each Grantor is in compliance with its obligations under Section 4 hereof.

Status of Security Interest. (a) upon the filing of financing statements naming each Grantor as “debtor” and the Bank Collateral Trustee as “secured party” and describing the Collateral in the filing offices set forth opposite such Grantor’s name on Schedule 5.4 hereof (as such schedule may be amended or supplemented from time to time), the security interest of the Bank Collateral Trustee in all Collateral that can be perfected by the filing of a financing statement under the Uniform Commercial Code as in effect in the applicable any jurisdiction will constitute a valid, perfected, first priority lien Lien in favor of the Collateral Trustee subject in the case of priority only, to any Permitted Liens with respect to Collateral. Each agreement purporting to give the Bank Collateral Trustee Control over any Collateral is effective to establish the BankCollateral Trustee’s Control of the Collateral subject thereto; (b) to the extent perfection or priority of the security interest therein is not subject to Article 9 of the UCC, upon recordation of the security interests granted hereunder in Patents, Trademarks, Copyrights and exclusive Copyright Licenses in the applicable intellectual property registries, including but not limited to the United States Patent and Trademark Office and the United States Copyright Office, the security interests granted to the Bank Collateral Trustee hereunder shall constitute valid, perfected, first priority Liens (subject, in the case of priority only, to Permitted Prior Liens); (c) no authorization, consent, approval or other action by (other than any authorization, consent, approval, action which has been received or taken)by, and no notice to or filing with, any Governmental Authority, Gaming Authority, Authority or regulatory body or any other Person, (other than any notice which has been given) Person is required for either (i) the pledge or grant by any Grantor of the Liens purported to be created in favor of the Bank Collateral Trustee hereunder or (ii) the exercise by Bank Collateral Trustee of any rights or remedies in respect of any Collateral (whether specifically granted or created hereunder or created or provided for by applicable law), except (A) for the filings contemplated by clause (a) above and above, (B) as may be required, in connection with the disposition of any Investment Related Property, by laws generally affecting the offering and sale of Securities, Securities and (C) as may be required by any Gaming Authorityconsents needed to transfer the servicing under any servicing agreement to any successor servicer; and (d) each Grantor is in compliance with its obligations under Section 4 hereof.

Status of Security Interest. (a) upon the filing of financing statements naming each Grantor as “debtor” and the Bank Collateral Agent as “secured party” and describing the Collateral in the filing offices set forth opposite such Grantor’s name on Schedule 5.4 hereof (as such schedule may be amended or supplemented from time to time), the security interest of the Bank Collateral Agent in all Collateral that can be perfected by the filing of a financing statement under the Uniform Commercial Code as in effect in the applicable jurisdiction will constitute a valid, perfected, first priority lien subject to any Permitted Liens with respect to Collateral. Each Subject to the terms of the Intercreditor Agreement, each agreement purporting to give the Bank Collateral Agent Control over any Collateral is effective to establish the BankCollateral Agent’s Control of the Collateral subject thereto; (b) to the extent perfection or priority of the security interest therein is not subject to Article 9 of the UCC, upon recordation of the security interests granted hereunder in Patents, Trademarks, Copyrights and exclusive Copyright Licenses in the applicable intellectual property registries, including but not limited to the United States Patent and Trademark Office and the United States Copyright Office, the security interests granted to the Bank Collateral Agent hereunder shall constitute valid, perfected, first priority Liens (subject, in the case of priority only, to Permitted Prior Liens); (c) no authorization, consent, approval or other action by (other than any authorization, consent, approval, action which has been received or taken), and no notice to or filing with, any Governmental Authority, Gaming Authority, regulatory body or any other Person, (other than any notice which has been given) is required for (i) the pledge or grant by any Grantor of the Liens purported to be created in favor of the Bank Collateral Agent hereunder or (ii) the exercise by Bank Collateral Agent of any rights or remedies in respect of any Collateral (whether specifically granted or created hereunder or created or provided for by applicable law), except (A) for the filings contemplated by clause (a) above and (B) as may be required, in connection with the disposition of any Investment Related Property, by laws generally affecting the offering and sale of Securities, and (C) as may be required by any Gaming Authority; and (d) each Grantor is in compliance with its obligations under Section 4 hereof.

Status of Security Interest. (a) upon Upon the filing of financing statements naming each Grantor as “debtor” and the Bank Collateral Agent as “secured party” and describing the Collateral in the filing offices set forth opposite such Grantor’s name on Schedule 5.4 hereof (as such schedule may be amended or supplemented from time to time), the security interest of the Bank Collateral Agent in all Collateral that can be perfected by the filing of a financing statement under the Uniform Commercial Code as in effect in the applicable any jurisdiction will constitute a valid, perfected, first priority lien Lien subject to any Permitted Liens with respect to Collateral. Each agreement purporting to give the Bank Collateral Agent Control over any Collateral is effective to establish the BankCollateral Agent’s Control of the Collateral subject thereto; (b) to the extent perfection or priority of the security interest therein is not subject to Article 9 of the UCC, upon recordation of the security interests granted hereunder in U.S. Patents, registered U.S. Trademarks, and registered U.S. Copyrights (and applications to register the foregoing) and exclusive Copyright Licenses under which such Grantor is the licensee and which have been recorded in the applicable intellectual property registriesUnited States Copyright Office, including but not limited to in the United States Patent and Trademark Office and the United States Copyright Office, the security interests granted to the Bank Collateral Agent that can by law be perfected by such recording hereunder shall constitute valid, perfected, first priority Liens (subject, in the case of priority only, subject to Permitted Prior Liens); (c) except as set forth in the Credit Agreement, no authorization, consent, approval or other action by (other than any authorization, consent, approval, action which has been received or taken)by, and no notice to or filing with, any Governmental Authority, Gaming Authority, Authority or regulatory body or any other Person, (other than any notice which has been given) Person is required for either (i) the pledge or grant by any Grantor of the Liens purported to be created in favor of the Bank Collateral Agent hereunder or (ii) the exercise by Bank Collateral Agent of any rights or remedies in respect of any Collateral (whether specifically granted or created hereunder or created or provided for by applicable law), except (A) for the filings contemplated by clause (a) above and of this Section 5.4, (B) as may be required, in connection with the disposition of any Investment Related Property, by laws generally affecting the offering and sale of Securities, Securities and (C) as may be in the case of clause (ii) above, approvals of any applicable Nevada Gaming Authorities required by any under the Gaming AuthorityLaws; and (d) each Grantor is in compliance with its obligations under Section 4 hereof.

Status of Security Interest. (a) upon Upon the filing of financing statements naming each Grantor as “debtor” and the Bank Collateral Agent as “secured party” and describing the Pledged Collateral in the filing offices set forth opposite such Grantor’s name on Schedule 5.4 hereof (as such schedule may be amended or supplemented from time to time), the security interest of the Bank Collateral Agent in all Pledged Collateral that can be perfected by the filing of a financing statement under the Uniform Commercial Code as in effect in the applicable any jurisdiction will constitute a valid, perfected, first priority lien Lien subject to any Permitted Liens with respect to Pledged Collateral. Each agreement purporting to give the Bank Collateral Agent Control over any Pledged Collateral is effective to establish the BankCollateral Agent’s Control of the Pledged Collateral subject thereto; (b) to the extent perfection or priority of the security interest therein is not subject to Article 9 of the UCC, upon recordation of the security interests granted hereunder in Patents, Trademarks, Copyrights and exclusive Copyright Licenses except as set forth in the applicable intellectual property registriesCredit Agreement, including but not limited to the United States Patent and Trademark Office and the United States Copyright Office, the security interests granted to the Bank hereunder shall constitute valid, perfected, first priority Liens (subject, in the case of priority only, to Permitted Prior Liens); (c) no authorization, consent, approval or other action by (other than any authorization, consent, approval, action which has been received or taken)by, and no notice to or filing with, any Governmental Authority, Gaming Authority, Authority or regulatory body or any other Person, (other than any notice which has been given) Person is required for either (i) the pledge or grant by any Grantor of the Liens purported to be created in favor of the Bank hereunder Collateral Agent hereunder, except for the approval of the Gaming Boards pursuant to Section 4.3 above, or (ii) the exercise by Bank Collateral Agent of any rights or remedies in respect of any Pledged Collateral (whether specifically granted or created hereunder or created or provided for by applicable law), except (A) for the filings contemplated by clause (a) above of this Section 5.4, any authorization, consent, approval or other action by, and notice to or filing with any applicable Gaming Authority required by the Gaming Laws and (B) as may be required, in connection with the disposition of any Investment Related PropertyPledged Equity Interests, by laws generally affecting the offering and sale of Securities, ; and (C) as may be in the case of clause (ii) above, approvals of any applicable Nevada Gaming Authorities required by any under the Gaming AuthorityLaws; and (dc) each Grantor is in compliance with its obligations under Section 4 hereof.

Status of Security Interest. (a) upon the filing of financing statements naming each Grantor as “debtor” and the Bank Collateral Trustee as “secured party” and describing the Collateral in the filing offices set forth opposite such Grantor’s name on Schedule 5.4 hereof (as such schedule may be amended or supplemented from time to time), the security interest of the Bank Collateral Trustee in all Collateral that can be perfected by the filing of a financing statement under the Uniform Commercial Code as in effect in the applicable any jurisdiction will constitute a valid, perfected, first second priority lien Lien in favor of the Collateral Trustee subject in the case of priority only, to any Permitted Liens with respect to Collateral. Each agreement purporting to give the Bank Collateral Trustee Control over any Collateral is effective to establish the BankCollateral Trustee’s Control of the Collateral subject thereto; (b) to the extent perfection or priority of the security interest therein is not subject to Article 9 of the UCC, upon recordation of the security interests granted hereunder in Patents, Trademarks, Copyrights and exclusive Copyright Licenses in the applicable intellectual property registries, including but not limited to the United States Patent and Trademark Office and the United States Copyright Office, the security interests granted to the Bank Collateral Trustee hereunder shall constitute valid, perfected, first second priority Liens (subject, in the case of priority only, to Permitted Prior Liens); (c) no authorization, consent, approval or other action by (other than any authorization, consent, approval, action which has been received or taken)by, and no notice to or filing with, any Governmental Authority, Gaming Authority, Authority or regulatory body or any other Person, (other than any notice which has been given) Person is required for either (i) the pledge or grant by any Grantor of the Liens purported to be created in favor of the Bank Collateral Trustee hereunder or (ii) the exercise by Bank Collateral Trustee of any rights or remedies in respect of any Collateral (whether specifically granted or created hereunder or created or provided for by applicable law), except (A) for the filings contemplated by clause (a) above and above, (B) as may be required, in connection with the disposition of any Investment Related Property, by laws generally affecting the offering and sale of Securities, Securities and (C) as may be required by any Gaming Authorityconsents needed to transfer the servicing under any servicing agreement to any successor servicer; and (d) each Grantor is in compliance with its obligations under Section 4 hereof.

Status of Security Interest. (a) upon the filing of financing statements naming each Grantor as “debtor” and the Bank Collateral Agent as “secured party” and describing the Collateral in the filing offices set forth opposite such Grantor’s name on Schedule 5.4 hereof (as such schedule Schedule may be amended or supplemented from time to time), the security interest of the Bank Collateral Agent in all Collateral that can be perfected by the filing of a financing statement under the Uniform Commercial Code as in effect in the applicable jurisdiction of such Grantor’s formation will constitute a valid, perfected, first priority lien subject to any Permitted Liens First Priority Lien with respect to such Collateral. Each agreement purporting to give the Bank Collateral Agent (or its agent) Control over any Collateral that complies with the requirements of the UCC with respect to Control is effective to establish the BankCollateral Agent’s (or its agent’s) Control of the Collateral subject thereto; (b) to the extent perfection or priority of the security interest therein is not subject to Article 9 of the UCC, upon proper recordation of the security interests granted hereunder in Patents, Trademarks, and Copyrights and exclusive Copyright Licenses constituting Collateral registered in the United States in the applicable intellectual property registries, including but not limited to registries of the United States Patent and Trademark Office and the United States Copyright Office, as applicable, and payment of applicable fees, the security interests granted to the Bank Collateral Agent hereunder in such Patents, Trademarks, and Copyrights constituting Collateral registered in the United States shall constitute valid, perfected, first priority Liens (subject, in the case of priority only, to Permitted Prior First Priority Liens); (c) no authorization, consent, approval or other action by (other than any authorization, consent, approval, action which has been received or taken)by, and no notice to or filing with, any Governmental Authority, Gaming Authority, Authority or regulatory body or any other Person, (other than any notice which has been given) Person is required for either (i) the pledge or grant by any Grantor of the Liens purported to be created in favor of the Bank Collateral Agent hereunder or (ii) the exercise by Bank the Collateral Agent of any rights or remedies in respect of any Collateral in the United States (whether specifically granted or created hereunder or created or provided for by applicable law), except (A) for the filings contemplated by clause (aSection 4.4(c), Section 5.4(a) above and or Section 5.4(b), (B) with respect to the ability of the Collateral Agent to obtain direct payment from a Governmental Authority, compliance with the Assignment of Claims Act, (C) as may be required, in connection with the disposition of any Investment Related Property, by laws generally affecting the offering and sale of Securities, Securities and (CD) with respect to the Collateral Agent’s ability to transfer Pledged Equity Interests in any Person that has a United States facility security clearance after the occurrence of an event of default, such reports, filings, authorizations or consents to, from or of the United States government as may be required for the United States government to examine whether any foreign ownership control or influence (FOCI) exists, within the meaning of such term as used in the NISPOM; (d) to the extent permitted by any Gaming Authoritythe Federal Assignment of Claims Act, the payments due to a Grantor under each Government Contract can be assigned to the Collateral Agent by complying with the provisions of the Federal Assignment of Claims Act; and (de) each Grantor is in compliance with its obligations under Section 4 hereof.

Status of Security Interest. (a) upon Upon the filing of any financing statements statement naming each such Grantor as “debtor” and the Bank Collateral Agent as “secured party” and describing the Collateral in the filing offices set forth opposite such Grantor’s name on Schedule 5.4 5.04 hereof (as such schedule may be amended or supplemented from time to time), the security interest of the Bank Collateral Agent in all Collateral that can be perfected by the filing of a financing statement under the Uniform Commercial Code as in effect in the applicable jurisdiction will constitute a valid, perfected, first priority lien subject to any Permitted First Priority Liens with respect to Collateralsuch Collateral under the law of such jurisdiction (to the extent applicable thereto). Each agreement purporting to give the Bank Collateral Agent Control over any Collateral is effective to establish the BankCollateral Agent’s Control of the Collateral subject thereto;. (b) to To the extent perfection or priority of the security interest therein is not subject to Article 9 of the UCC, upon recordation of the security interests granted hereunder in Patents, Trademarks, Copyrights and exclusive Copyright Licenses Intellectual Property Agreements in the applicable intellectual property registries, registries in the United States (including but not limited to the United States Patent and Trademark Office and the United States Copyright Office) of the security interests granted hereunder in all Collateral consisting of Patents registered or issued in the United States (and all applications therefor), Trademarks registered or issued in the United States (and all applications therefor), Copyrights registered in the United States (and all applications therefor) and exclusive Copyright Licenses (with respect to Copyrights registered in the United States), the security interests granted to the Bank Collateral Agent hereunder in such Collateral listed in such Intellectual Property Agreements shall constitute valid, perfected, first priority First Priority Liens (subject, in the case of priority only, to Permitted Prior Liens);Grantor’s interest therein. (c) Except (x) as set forth in the Credit Agreement and (y) with respect to the Specified Minority Investments, no authorization, consent, approval or other action by (other than any authorization, consent, approval, action which has been received or taken)by, and no notice to or filing with, any Governmental Authority, Gaming Authority, Authority or regulatory body or any other Person, (other than any notice which has been given) Person is required for (i) either the pledge or grant by any Grantor of the Liens in the Collateral purported to be created in favor of the Bank hereunder or (ii) the exercise by Bank of any rights or remedies in respect of any Collateral (whether specifically granted or created hereunder or created or provided for by applicable law)Agent hereunder, except (A) for the filings contemplated by clause clauses (a) above and (b) of Section 5.04 above, (B) as may be required, in connection with the disposition of any Investment Related Property, by laws generally affecting the offering and sale of Securities, Securities and (C) as may be required by any Gaming Authority; andfor such consents previously obtained. (d) each Such Grantor is in compliance with its obligations under Section Article 4 hereof.

Status of Security Interest. (a) upon the filing of financing statements naming each Grantor as “debtor” and the Bank Collateral Agent as “secured party” and describing the Collateral in the filing offices set forth opposite such Grantor’s name on Schedule 5.4 hereof (as such schedule may be amended or supplemented from time to time), the security interest of the Bank Collateral Agent in all Collateral that can be perfected by the filing of a financing statement under the Uniform Commercial Code as in effect in the applicable any jurisdiction will constitute a valid, perfected, first priority lien Lien subject in the case of priority only, to any Permitted Liens with respect to Collateral. Each agreement purporting to give the Bank Collateral Agent Control over any Collateral is effective to establish the BankCollateral Agent’s Control of the Collateral subject thereto; (b) to the extent perfection or priority of the security interest therein is not subject to Article 9 of the UCC, upon recordation of the security interests granted hereunder in Patents, Trademarks, Trademarks and Copyrights and exclusive Copyright Licenses in the applicable intellectual property registries, including but not limited to the United States Patent and Trademark Office and the United States Copyright Office, as applicable, the security interests granted to the Bank Collateral Agent hereunder shall constitute valid, perfected, first priority Liens (subject, in the case of priority only, to Permitted Prior Liens); (c) no authorization, consent, approval or other action by (other than any authorization, consent, approval, action which has been received or taken)by, and no notice to or filing with, any Governmental Authority, Gaming Authority, Authority or regulatory body (or any other Person, (Person other than any notice those which has have been givenobtained) is required for either (i) the pledge or grant by any Grantor of the Liens purported to be created in favor of the Bank Collateral Agent hereunder or (ii) the exercise by Bank Collateral Agent of any rights or remedies in respect of any Collateral (whether specifically granted or created hereunder or created or provided for by applicable law), except (A) for the filings contemplated by clause (a) above and (B) as may be required, in connection with the disposition of any Investment Related Property, by laws generally affecting the offering and sale of Securities, and (C) as may be required by any Gaming Authority; and (d) each Grantor is in compliance with its obligations under Section 4 hereof.

Status of Security Interest. (a) upon Upon the filing of any financing statements statement naming each such Grantor as “debtor” and the Bank Collateral Agent as “secured party” and describing the Collateral in the filing offices set forth opposite such Grantor’s name on Schedule 5.4 5.04 hereof (as such schedule may be amended or supplemented from time to time), the security interest of the Bank Collateral Agent in all Collateral that can be perfected by the filing of a financing statement under the Uniform Commercial Code as in effect in the applicable jurisdiction will constitute a valid, perfected, first priority lien subject to any Permitted First Priority Liens with respect to Collateralsuch Collateral under the law of such jurisdiction (to the extent applicable thereto). Each agreement purporting to give the Bank Collateral Agent Control over any Collateral is effective to establish the BankCollateral Agent’s Control of the Collateral subject thereto;. (b) to To the extent perfection or priority of the security interest therein is not subject to Article 9 of the UCC, upon recordation of the security interests granted hereunder in Patents, Trademarks, Copyrights and exclusive Copyright Licenses in the applicable intellectual property registries, registries in the United States (including but not limited to the United States Patent and Trademark Office and the United States Copyright Office) of the security interests granted hereunder in all Collateral consisting of Patents registered or issued in the United States (and all applications therefor), Trademarks registered or issued in the United States (and all applications therefor), Copyrights registered in the United States (and all applications therefor) and exclusive Copyright Licenses (with respect to Copyrights registered in the United States), the security interests granted to the Bank Collateral Agent hereunder in such Collateral listed therein shall constitute valid, perfected, first priority First Priority Liens (subject, in the case of priority only, to Permitted Prior Liens);Grantor’s interest therein. (c) Except (x) as set forth in the Credit Agreement and (y) with respect to the Specified Minority Investments, no authorization, consent, approval or other action by (other than any authorization, consent, approval, action which has been received or taken)by, and no notice to or filing with, any Governmental Authority, Gaming Authority, Authority or regulatory body or any other Person, (other than any notice which has been given) Person is required for (i) either the pledge or grant by any Grantor of the Liens in the Collateral purported to be created in favor of the Bank hereunder or (ii) the exercise by Bank of any rights or remedies in respect of any Collateral (whether specifically granted or created hereunder or created or provided for by applicable law)Agent hereunder, except (A) for the filings contemplated by clause clauses (a) above and (b) of Section 5.04 above, (B) as may be required, in connection with the disposition of any Investment Related Property, by laws generally affecting the offering and sale of Securities, Securities and (C) as may be required by any Gaming Authority; andfor such consents previously obtained. (d) each Such Grantor is in compliance with its obligations under Section Article 4 hereof.

Status of Security Interest. (a) This Agreement, shall be effective to create in favor of the Collateral Agent for the benefit of the Secured Parties, a legal, valid, enforceable and, upon the taking of the actions specified in Sections 5.4(b) and (c), perfected security interest (to the extent the Collateral can be perfected under Sections 5.4(b) and (c) hereof) in the Collateral. (b) All UCC filings necessary or reasonably requested by the Collateral Agent to create, preserve, protect and perfect the security interests granted by such Grantor to the Collateral Agent for the benefit of the Secured Parties in respect of the Collateral (other than the Collateral consisting of Deposit Accounts) shall be accomplished by such Grantor to the extent that such security interests can be perfected by filings under the UCC. Upon the filing of financing statements naming each Grantor as “debtor” and the Bank Collateral Agent as “secured party” and describing the Collateral in the filing offices set forth opposite such Grantor’s name on Schedule SCHEDULE 5.4 hereof (as such schedule may be amended or supplemented from time to time), the security interest of the Bank Collateral Agent in all Collateral that can be perfected by the filing of a financing statement under the Uniform Commercial Code UCC as in effect in the applicable any jurisdiction will constitute a valid, perfected, first priority lien subject to any Permitted Liens with respect to Collateralvalid and perfected Lien. Each agreement purporting to give the Bank Collateral Agent Control over any Collateral is effective to establish the BankCollateral Agent’s Control of the Collateral subject thereto; (bc) to To the extent perfection or priority of the security interest therein is not subject to Article 9 of the UCC, upon the successful recordation of the security interests granted hereunder in PatentsIntellectual Property Security Agreements or, Trademarksas applicable, Copyrights and exclusive Copyright Licenses any supplements thereto in the applicable intellectual property registries, including but not limited to the United States U.S. Patent and Trademark Office and Office, the United States U.S. Copyright Office, the Mexican Industrial Property Institute (Instituto Mexicano de la Propiedad Industrial) and/or the Mexican Unified Registry of Moveable Property Collateral (Registro Único de Garantías Mobiliarias), as applicable, the security interests of the Collateral Agent in any registered, issued or applied-for U.S. or Mexican Patents, U.S. or Mexican Trademarks or U.S. or Mexican Copyrights (or exclusive Copyright Licenses granted to the Bank any Grantor under any registered U.S. Copyrights and applications therefor) granted hereunder shall constitute valid, perfected, first priority Liens (subject, in the case of priority onlyvalid and, to Permitted Prior Liens)the extent they can be perfected by such filings, perfected Liens as described herein; (c) no authorization, consent, approval or other action by (other than any authorization, consent, approval, action which has been received or taken), and no notice to or filing with, any Governmental Authority, Gaming Authority, regulatory body or any other Person, (other than any notice which has been given) is required for (i) the pledge or grant by any Grantor of the Liens purported to be created in favor of the Bank hereunder or (ii) the exercise by Bank of any rights or remedies in respect of any Collateral (whether specifically granted or created hereunder or created or provided for by applicable law), except (A) for the filings contemplated by clause (a) above and (B) as may be required, in connection with the disposition of any Investment Related Property, by laws generally affecting the offering and sale of Securities, and (C) as may be required by any Gaming Authority; and (d) each Each Grantor is in compliance with its obligations under Section 4 hereofhas full power, authority and legal right to pledge all the Collateral pledged by such Grantor pursuant to this Agreement.

Status of Security Interest. On the Closing Date and on the date of each Collateral Trust Joinder (as defined in the Collateral Trust Agreement): (a) except for any Collateral addressed in clause (b) below and any Collateral for which, pursuant to Section 4.5(b), applicable action under Section 4 is not yet required, upon the filing of fully-completed financing statements naming (which shall name each Grantor as “debtor” and the Bank Collateral Trustee as “secured party,” and describing shall cover “all assets of the Collateral debtor,” “all personal property and assets of the debtor,” or words of similar import, or otherwise contain a descriptions of the Collateral) in the filing offices set forth opposite such Grantor’s name on Schedule 5.4 hereof (as such schedule may be amended or supplemented from time to time), the security interest of the Bank Collateral Trustee in all Collateral that can be perfected by the filing of a financing statement under the Uniform Commercial Code as in effect in the applicable jurisdiction will UCC shall constitute a valid, perfected, first priority lien subject to any Permitted Liens with respect to Collateral. Each agreement purporting to give the Bank Control over any Collateral is effective to establish the Bank’s Control of the Collateral subject theretoSecond Priority Lien; (b) to the extent perfection or priority of the security interest therein is not subject to Article 9 of the UCC, upon recordation with respect to all Collateral consisting of the security interests granted hereunder in United States registered and applied-for Patents, TrademarksTrademarks and Copyrights owned by any Grantor as of such date, except for any Collateral for which, pursuant to Section 4.5(c), applicable action under Section 4.3 is not yet required, a fully-executed Second Lien Patent Security Agreement, Second Lien Trademark Security Agreement and/or Second Lien Copyright Security Agreement, as applicable, containing a description of all Collateral consisting of such United States registered and applied-for Patents, Trademarks and Copyrights and exclusive Copyright Licenses in owned by such Grantor have been delivered to the applicable intellectual property registries, including but not limited to Collateral Trustee for recordation with the United States Patent and Trademark Office and or the United States Copyright Office, as applicable, pursuant to 35 U.S.C. § 261 or 17 U.S.C. § 205 and the regulations thereunder, as applicable, and upon the recordation of such Second Lien Patent Security Agreement, Second Lien Trademark Security Agreement and/or Second Lien Copyright Security Agreement with the United States Patent and Trademark Office or the United States Copyright Office, as applicable, the security interests granted to interest of the Bank hereunder Collateral Trustee in all Collateral consisting of United States registered and applied-for Patents, Trademarks and Copyrights that may be perfected by the filing of a security agreement with the United States Patent and Trademark Office or the United States Copyright Office, as applicable, shall constitute valida perfected Second Priority security interest in respect of all Collateral consisting of such United Stated registered and applied-for Patents, perfected, first priority Liens (subject, in the case of priority only, to Permitted Prior Liens);Trademarks and Copyrights; and (c) no authorization, consent, approval or other action by (other than any authorization, consent, approval, action which has been received or taken)by, and no notice to or filing with, any Governmental Authority, Gaming Authority, Authority or regulatory body or any other Person, Person is required (other than any notice which has such as have been givenobtained and are in full force and effect) is required for either (i) the pledge or grant by any Grantor of the Liens purported to be created in favor of the Bank Collateral Trustee hereunder or (ii) the exercise by Bank the Collateral Trustee of any rights or remedies in respect of any Collateral (whether specifically granted or created hereunder or created or provided for by applicable law), except (A) for the filings contemplated by clause (a) above and recordations contemplated by clause (b) above, (B) as may be required, in connection with the disposition of any Investment Related Property, by laws generally affecting the offering and sale of Securities, and (C) with respect to subclause (ii) of this clause (c), as may be required by the Federal Power Act, or any Gaming Authority; and similar state Law, in connection with any transfer of direct or indirect ownership or control of a Solar Energy System and (dD) each Grantor is in compliance with its obligations under Section 4 hereofrespect to subclause (ii) of this clause (c), as may be required by the Intercreditor Agreement or the Collateral Trust Agreement.

Status of Security Interest. (a) upon the filing of financing statements naming each Grantor as “"debtor” " and the Bank Collateral Agent as “"secured party” " and describing the Collateral in the filing offices set forth opposite such Grantor’s 's name on Schedule 5.4 hereof (as such schedule may be amended or supplemented from time to time), the security interest of the Bank Collateral Agent in all Collateral that can be perfected by the filing of a financing statement under the Uniform Commercial Code as in effect in any jurisdiction or similar document under any similar legislation such as the applicable jurisdiction Personal Property Security Act of any Canadian province will constitute a valid, perfected, first priority lien Lien subject in the case of priority only, to any Permitted Liens with respect to Collateral. Each agreement purporting to give the Bank Collateral Agent Control over any Collateral is effective to establish the Bank’s Collateral Agent's Control of the Collateral subject thereto; (b) to the extent perfection or priority of the security interest therein is not subject to Article 9 of the UCC, upon recordation of the security interests granted hereunder in Patents, Trademarks, Copyrights and exclusive Copyright Licenses in the applicable intellectual property registries, including but not limited to the United States Patent and Trademark Office and the United States Copyright Office, the security interests granted to the Bank Collateral Agent hereunder shall constitute valid, perfected, first priority Liens (subject, in the case of priority only, to Permitted Prior Liens); (c) no authorization, consent, approval or other action by (other than any authorization, consent, approval, action which has been received or taken)by, and no notice to or filing with, any Governmental Authority, Gaming Authority, Authority or regulatory body or any other Person, (other than any notice which has been given) Person is required for either (i) the pledge or grant by any Grantor of the Liens purported to be created in favor of the Bank Collateral Agent hereunder or (ii) the exercise by Bank Collateral Agent of any rights or remedies in respect of any Collateral (whether specifically granted or created hereunder or created or provided for by applicable law), except (A) for the filings contemplated by clause (a) above or otherwise required to perfect Liens in the Collateral and (B) as may be required, in connection with the disposition of any Investment Related Property, by laws generally affecting the offering and sale of Securities, and (C) as may be required by any Gaming Authority; and (d) each Grantor is in compliance with its obligations under Section 4 hereof.

Status of Security Interest. (a) upon the filing of financing statements naming each Grantor as “debtor” and the Bank Collateral Agent as “secured party” and describing the Collateral in the filing offices set forth opposite such Grantor’s name on Schedule 5.4 hereof (as such schedule may be amended or supplemented from time to time), the security interest of the Bank Collateral Agent in all Collateral that can be perfected by the filing of a financing statement under the Uniform Commercial Code as in effect in the applicable such jurisdiction will constitute a validvalid and perfected security interest, perfected, first priority lien subject prior to any other Lien on such Collateral other than any Permitted Liens with respect to CollateralLiens. Each agreement purporting to give the Bank Collateral Agent Control over any Collateral is effective to establish the BankCollateral Agent’s Control of the Collateral subject thereto; (b) to the extent perfection or priority of the security interest therein is not subject to Article 9 of the UCC, and upon recordation of the security interests granted hereunder in Patents, Trademarks, Copyrights and exclusive Copyright Licenses pursuant to the Intellectual Property Security Agreements in the applicable intellectual property registries, including but not limited to the United States U.S. Patent and Trademark Office and the United States U.S. Copyright Office, the security interests granted to the Bank Collateral Agent hereunder shall constitute valid, perfected, first priority First Priority Liens (subject, in the case of priority only, United States with respect to Permitted Prior Liens);the Intellectual Property covered by such Intellectual Property Security Agreements; and (c) no authorization, consent, approval or other action by (other than any authorization, consent, approval, action which has been received or taken)by, and no notice to or filing with, any Governmental Authority, Gaming Authority, Authority or regulatory body or any other Person, (other than any notice which has been given) Person is required for either (i) the pledge or grant by any Grantor of the Liens purported to be created in favor of the Bank Collateral Agent hereunder or (ii) the exercise by Bank Collateral Agent of any rights or remedies in respect of any Collateral (whether specifically granted or created hereunder or created or provided for by applicable law), except (A) for the filings contemplated by clause (a) above and above, (B) as may be required, in connection with the disposition of any Investment Related Property, by laws generally affecting the offering and sale of Securities, Securities and (C) as may be required by any Gaming Authority; and (d) each Grantor is in compliance with its obligations under Section 4 hereofset forth on Schedule 5.22 to the Credit Agreement.

Status of Security Interest. (a) upon the filing by each Grantor of financing statements naming each Grantor as “debtor” and the Bank Collateral Trustee as “secured party” and describing the Collateral in the filing offices set forth opposite such Grantor’s name on Schedule 5.4 hereof (as such schedule may be amended or supplemented from time to timetime in accordance with the terms hereof), the security interest of the Bank Collateral Trustee in all Collateral in the United States that can be perfected by the filing of a financing statement under the Uniform Commercial Code UCC as in effect in the applicable relevant jurisdiction will constitute a valid, perfected, first priority lien Liens subject in the case of priority only, to any Permitted Liens with respect to such Collateral. Each agreement purporting to give the Bank Collateral Trustee Control over any Collateral is effective to establish the BankCollateral Trustee’s Control of the Collateral subject thereto; (b) to the extent perfection or priority of the security interest therein is not subject to Article 9 of the UCC, upon recordation by each Grantor of the security interests granted hereunder in Patents, Trademarks, Copyrights and exclusive Copyright Licenses in the applicable intellectual property registries, including but not limited to the United States Patent and Trademark Office and the United States Copyright Office, the security interests granted to the Bank Collateral Trustee hereunder shall constitute valid, perfected, first priority Liens (subject, in the case of priority only, to Permitted Prior Liens); (c) no authorization, consent, approval or other action by (other than any authorization, consent, approval, action which has been received or taken)by, and no notice to or filing with, any Governmental Authority, Gaming Authority, Authority or regulatory body or any other Person, (other than any notice which has been given) Person is required for either (i) the pledge or grant by any Grantor of the Liens purported to be created in favor of the Bank Collateral Trustee hereunder or (ii) the exercise by Bank Collateral Trustee of any rights or remedies in respect of any Collateral (whether specifically granted or created hereunder or created or provided for by applicable law), except (A) for the filings contemplated by clause (a) above and (B) as may be required, in connection with the disposition of any Investment Related PropertyProperty that constitutes Collateral hereunder, by laws generally affecting the offering and sale of Securities, and (C) as may be required by any Gaming Authority; and (d) each Grantor is in compliance with its obligations under Section 4 hereof.

Status of Security Interest. (a) upon Upon the filing of financing statements naming each Grantor as “debtor” and the Bank Collateral Agent as “secured party” and describing the Collateral (which may include “all assets” or words of similar effect) in the filing offices set forth opposite such Grantor’s name on Schedule 5.4 hereof 5.1(D) (as such schedule may be amended or supplemented from time to time), the security interest interests of the Bank Collateral Agent in all Collateral of such Grantor that can be perfected by the filing of a financing statement under the Uniform Commercial Code UCC as in effect in the applicable any jurisdiction will constitute a valid, perfected, first priority lien Liens, subject to any Permitted Liens with respect to CollateralLiens. Each agreement purporting to give the Bank Collateral Agent Control over any Collateral is effective to establish the BankCollateral Agent’s Control of the Collateral subject thereto;thereto to the extent required under Section 4.1. (b) to To the extent perfection or priority of the security interest therein is not subject to Article 9 of the UCC, upon recordation of the security interests granted hereunder in Patents, Trademarks, U.S. registered Copyrights and exclusive Copyright Licenses applications, U.S. issued Patents and Patent applications or U.S. registered Trademarks and applications therefor, in each case owned by such Grantor, in the applicable intellectual property registries, including but not limited to United States Copyright Office or the United States Patent and Trademark Office and the United States Copyright Office, as applicable, the security interests granted to the Bank Collateral Agent hereunder in such Intellectual Property shall constitute valid, perfected, first priority Liens (subjectLiens, in the case of priority onlysubject to any Permitted Liens, to Permitted Prior Liens);the extent a security interest may be perfected by such recording. (c) no No authorization, consent, approval or other action by (other than any authorization, consent, approval, action which has been received or taken)by, and no notice to or filing with, any Governmental Authority, Gaming Authority, Authority or regulatory body or any other Person, (other than any notice which has been given) Person is required for either (i) the pledge or grant by any Grantor of the Liens purported to be created in favor of the Bank Collateral Agent hereunder or (ii) to such Grantor’s Knowledge, the exercise by Bank Collateral Agent of any rights or remedies in respect of any Collateral (whether specifically granted or created hereunder or created or provided for by applicable lawLaw), except (A) for the filings contemplated by clause clauses (a) and (b) above and (B) as may be required, in connection with the disposition of any Investment Related Property, by laws Laws generally affecting the offering and sale of Securities, and (C) as may be required by any Gaming Authority; and. (d) each Notwithstanding anything herein to the contrary, no Grantor makes any representation or warranty as to the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest to the extent such pledge, security interest, perfection or priority is in compliance with its obligations under Section 4 hereofnot required pursuant to this Agreement.

Status of Security Interest. (a) upon the filing of financing statements naming each Grantor as “debtor” and the Bank Collateral Trustee as “secured party” and describing the Collateral in the filing offices set forth opposite such Grantor’s name on Schedule 5.4 hereof (as such schedule may be amended or supplemented from time to timetime in accordance with the terms hereof), the security interest of the Bank Collateral Trustee in all Collateral in the United States that can be perfected by the filing of a financing statement under the Uniform Commercial Code UCC as in effect in the applicable relevant jurisdiction will constitute a valid, perfected, first priority lien Lien subject in the case of priority only, to the Priority Liens and any Permitted Prior Liens with respect to such Collateral. Each agreement purporting to give the Bank Control over any Collateral is effective to establish the Bank’s Control of the Collateral subject thereto; (b) to the extent perfection or priority of the security interest therein is not subject to Article 9 of the UCC, upon recordation of the security interests granted hereunder in U.S. Patents, Trademarks, U.S. Trademarks and U.S. Copyrights and exclusive Copyright Licenses in the applicable intellectual property registries, including but not limited to the United States Patent and Trademark Office and the United States Copyright Office, the such security interests granted to the Bank Collateral Trustee hereunder shall constitute valid, perfected, first priority Liens (subject, in the case of priority only, to Priority Liens and Permitted Prior Liens);; and (c) no authorization, consent, approval or other action by (other than any authorization, consent, approval, action which has been received or taken)by, and no notice to or filing with, any Governmental Authority, Gaming Authority, governmental authority or regulatory body or any other Person, (other than any notice which has been given) Person in the United States is required for either (i) the pledge or grant by any Grantor of the Liens purported to be created in favor of the Bank Collateral Trustee hereunder or (ii) the exercise by Bank the Collateral Trustee of any rights or remedies in respect of any Collateral (located in the United States whether specifically granted or created hereunder or created or provided for by applicable law), except (A) for the filings contemplated by clause clauses (a) and (b) above or otherwise required to perfect Liens on the Collateral and (B) as may be required, in connection with the disposition of any Investment Related Property, by laws generally affecting the offering and sale of Securities, and (C) as may be required by any Gaming Authority; and (d) each Grantor is in compliance with its obligations under Section 4 hereof.

Status of Security Interest. (a) upon the filing of financing statements naming each Grantor as “debtor” and the Bank Collateral Agent as “secured party” and describing the Collateral in the filing offices set forth opposite such Grantor’s name on Schedule 5.4 hereof (as such schedule may be amended or supplemented from time to time), the security interest of the Bank Collateral Agent in all Collateral that can be perfected by the filing of a financing statement under the Uniform Commercial Code as in effect in the applicable any jurisdiction will constitute a valid, perfected, first priority lien Liens subject in the case of priority only, to any Permitted Liens with respect to Collateral. Each agreement purporting to give the Bank Collateral Agent Control over any Collateral is effective to establish the BankCollateral Agent’s Control of the Collateral subject thereto; (b) to the extent perfection or priority of the security interest therein is not subject to Article 9 of the UCC, upon recordation of the security interests granted hereunder in Patents, Trademarks, Copyrights and exclusive Copyright Licenses in the applicable intellectual property registries, registries (including but not limited to the United States Patent and Trademark Office and the United States Copyright Office) of the security interests granted hereunder in all Collateral consisting of (i) U.S. Patents, Trademarks, Copyrights and exclusive Copyright Licenses and (ii) non-U.S. Patents, Trademarks and Copyrights that constitute Material Intellectual Property and are required to be perfected pursuant to Section 4.3(d), the security interests granted to the Bank Collateral Agent hereunder in such Collateral shall constitute valid, perfected, first priority Liens (subject, in the case of priority only, subject only to Permitted Prior Liens); (c) except as set forth in the Credit Agreement, no authorization, consent, approval or other action by (other than any authorization, consent, approval, action which has been received or taken)by, and no notice to or filing with, any Governmental Authority, Gaming Authority, Authority or regulatory body or any other Person, (other than any notice which has been given) Person is required for either (i) the pledge or grant by any Grantor of the Liens purported to be created in favor of the Bank Collateral Agent hereunder or (ii) the exercise by Bank Collateral Agent of any rights or remedies in respect of any Collateral (whether specifically granted or created hereunder or created or provided for by applicable law), except (A) for the filings contemplated by clause (a) above and (B) as may be required, in connection with the disposition of any Investment Related Property, by laws generally affecting the offering and sale of Securities, and (C) as may be required by any Gaming Authority; and (d) each Grantor is in compliance with its obligations under Section 4 hereof.

Status of Security Interest. (a) upon the filing of financing statements naming each Grantor as “debtor” and the Bank Collateral Agent as “secured party” and describing the Collateral in the filing offices set forth opposite such Grantor’s name on Schedule 5.4 hereof (as such schedule may be amended or supplemented from time to time), the security interest of the Bank Collateral Agent in all Collateral that can be perfected by the filing of a financing statement under the Uniform Commercial Code as in effect in the applicable any jurisdiction will constitute a valid, perfected, first priority lien Lien subject in the case of priority only, to any Permitted Liens with respect to Collateral. Each agreement purporting to give the Bank Collateral Agent Control over any Collateral is effective to establish the BankCollateral Agent’s Control of the Collateral subject thereto; (b) to the extent perfection or priority of the security interest therein is not subject to Article 9 of the UCC, upon recordation of the security interests granted hereunder in Patents, TrademarksTrademarks and Copyrights, Copyrights including exclusive Patent Licenses, Trademark Licenses and exclusive Copyright Licenses Licenses, in the applicable intellectual property registries, including but not limited to the United States Patent and Trademark Office and the United States Copyright Office, the security interests granted to the Bank Collateral Agent hereunder shall constitute valid, perfected, first priority Liens (subject, in the case of priority only, to Permitted Prior Liens); provided, however, that additional filings in the United States Patent and Trademark Office and United States Copyright Office may be necessary with respect to the perfection of the security interest of the Collateral Agent in all United States registrations and applications for Patents, Trademarks and Copyrights which are filed by, issued to or acquired by any Grantor after the date hereof; provided, further, that the Collateral Agent will not record evidence of its security interests granted hereunder in any foreign Patents, Trademarks and Copyrights in any foreign jurisdiction; (c) no authorization, consent, approval or other action by (other than any authorization, consent, approval, action which has been received or taken)by, and no notice to or filing with, any Governmental Authority, Gaming Authority, Authority or regulatory body or any other Person, (other than any notice which has been given) Person is required for either (i) the pledge or grant by any Grantor of the Liens purported to be created in favor of the Bank Collateral Agent hereunder or (ii) the exercise by Bank Collateral Agent of any rights or remedies in respect of any Collateral (whether specifically granted or created hereunder or created or provided for by applicable law), except (A) for the filings contemplated by clause (a) above and above, (B) as may be required, in connection with the disposition of any Investment Related Property, by laws generally affecting the offering and sale of Securities, Securities and (Cc) as may be required by any Gaming Authorityfor those that have been obtained; and (d) each Grantor is in compliance with its obligations under Section 4 hereof.

Status of Security Interest. (a) upon the filing of financing statements naming each Grantor as “debtor” and the Bank Parity Lien Collateral Trustee as “secured party” and describing the Collateral in the filing offices set forth opposite such Grantor’s name on Schedule 5.4 hereof (provided as such schedule may be amended or supplemented from time to time)of the Issue Date, the security interest of the Bank Parity Lien Collateral Trustee in all Collateral that can be perfected by the filing of a financing statement under the Uniform Commercial Code as in effect in the applicable any jurisdiction will constitute a valid, perfected, first priority lien Liens (if and to the extent perfection can be achieved through the actions described in this Section 5.4(a)) subject in the case of priority only, to any Permitted Liens with respect to Collateral. Each agreement purporting to give the Bank Parity Lien Collateral Trustee (or the Priority Lien Collateral Trustee, if acting as the agent of the Parity Lien Collateral Trustee pursuant to Section 7.4 of the Collateral Trust Agreement) Control over any Collateral is effective to establish the BankParity Lien Collateral Trustee’s (or the Priority Lien Collateral Trustee’s, as the case may be), Control of the Collateral subject thereto; (b) to the extent perfection or priority of the security interest therein is not subject to Article 9 of the UCC, upon recordation of the security interests granted hereunder in PatentsCollateral consisting of issued U.S. Patents and patent applications, Trademarks, U.S. federal registered Trademarks and Trademark applications and U.S. registered Copyrights and exclusive Copyright Licenses in the applicable intellectual property registries, including but not limited to the United States Patent and Trademark Office and the United States Copyright Office, the security interests granted to the Bank Parity Lien Collateral Trustee hereunder in such Patents Trademarks and Copyrights hereunder shall constitute valid, perfected, first priority Liens in the United States (subject, in the case of priority only, to Permitted Prior Liens);. Notwithstanding the foregoing, nothing in this Agreement or any other Note Documents or other Parity Lien Documents shall require any Grantor to make any filings or take any other actions to record or perfect the Parity Lien Collateral Trustee’s Lien on and security interest in any Intellectual Property outside the United States or to reimburse the Parity Lien Collateral Trustee for any costs or expenses incurred in connection with making such filings or taking any other such action; and (c) no authorization, consent, approval or other action by (other than any authorization, consent, approval, action which has been received or taken)by, and no notice to or filing with, any Governmental Authority, Gaming Authority, Authority or regulatory body or any other Person, (other than any notice which has been given) Person is required for either (i) the pledge or grant by any Grantor of the Liens purported to be created in favor of the Bank Parity Lien Collateral Trustee hereunder or (ii) the exercise by Bank the Parity Lien Collateral Trustee of any rights or remedies in accordance with the UCC in respect of any Collateral (whether specifically granted or created hereunder or created or provided for by applicable law), except (A) for the filings contemplated by clause (a) above and (B) as may be required, in connection with the disposition of any Investment Related Property, by laws generally affecting the offering and sale of Securities, and (C) as may be required by any Gaming Authority; and (d) each Grantor is in compliance with its obligations under Section 4 hereof.applicable

Status of Security Interest. (a) upon Upon the filing of financing statements in the appropriate filing offices naming each Grantor as “debtor” and the Bank Collateral Agent as “secured party” and describing the Collateral in the filing offices set forth opposite such Grantor’s name on Schedule 5.4 hereof (as such schedule may be amended or supplemented from time to time)Collateral, the security interest Security Interest of the Bank Collateral Agent, in all respect of the Collateral that can be perfected by the filing of a such financing statement statements under the Uniform Commercial Code as in effect in the applicable jurisdiction will UCC, shall constitute (i) a valid, perfected, first priority lien Lien on the Collateral (other than the ABL Priority Collateral (as defined in the ABL Intercreditor Agreement, the “ABL Priority Collateral”)) and (ii) a valid, perfected, second priority Lien on the ABL Priority Collateral, in each case, subject to the ABL Intercreditor Agreement and to any Permitted Liens with respect to the Collateral. Each agreement purporting to give the Bank Control over any Collateral is effective to establish the Bank’s Control of the Collateral subject thereto;. (b) to To the extent perfection or priority of the security interest therein is not subject to Article 9 of the UCC, upon recordation in the USPTO or the USCO of the security interests interest granted hereunder in Patents, Trademarks, Copyrights and exclusive Copyright Licenses Intellectual Property registered in the applicable intellectual property registries, including but not limited to USPTO or the United States Patent and Trademark Office and the United States Copyright OfficeUSCO, the security interests granted to the Bank Collateral Agent hereunder in respect of such Collateral constituting Intellectual Property shall constitute valid, perfected, first priority Liens (subject, in subject to the case of priority only, ABL Intercreditor Agreement and to any Permitted Prior Liens);Liens with respect to such Collateral. (c) no authorizationUpon the delivery to the Collateral Agent (or its bailee) of certificates representing the Pledged Stock, consent, approval or other action by (other than any authorization, consent, approval, action which has been received or taken), and no notice to or filing with, any Governmental Authority, Gaming Authority, regulatory body or any other Person, (other than any notice which has been given) is required for (i) the pledge or grant by any Grantor Security Interest of the Liens purported to be created in favor of the Bank hereunder or (ii) the exercise by Bank of any rights or remedies Collateral Agent, in respect of any the Collateral (whether specifically granted or created hereunder or created or provided for by applicable law)that can be perfected through possession, except (A) for shall constitute a valid, perfected first priority Lien subject to the filings contemplated by clause (a) above and (B) as may be required, in connection with the disposition of any Investment Related Property, by laws generally affecting the offering and sale of Securities, and (C) as may be required by any Gaming Authority; and (d) each Grantor is in compliance with its obligations under Section 4 hereofABL Intercreditor Agreement.

Status of Security Interest. (a) upon Upon the filing of financing statements naming each Grantor as “debtor” and the Bank Collateral Agent as “secured party” and describing the Collateral as “all assets of the debtor, whether now existing or hereafter arising” in the filing offices set forth opposite such Grantor’s name on Schedule 5.4 hereof (as such schedule may be amended or supplemented from time to time)hereof, the security interest of the Bank Collateral Agent in all Collateral that can be perfected by the filing of a such financing statement statements under the Uniform Commercial Code UCC as in effect in the applicable jurisdiction such jurisdictions will constitute a validvalid and perfected security interest in such Collateral, perfected, first priority lien subject prior to any other Lien on such Collateral other than any Permitted Liens with respect to CollateralLiens. Each agreement purporting to give the Bank Collateral Agent Control over any Collateral is effective to establish the BankCollateral Agent’s Control of the Collateral subject thereto; (b) to the extent perfection or priority of the security interest therein is not subject to Article 9 of the UCC, and upon recordation of the security interests granted hereunder in Patents, Trademarks, Copyrights and exclusive Copyright Licenses pursuant to the Intellectual Property Security Agreements in the applicable intellectual property registries, including but not limited to the United States U.S. Patent and Trademark Office and the United States U.S. Copyright Office, the security interests granted to the Bank Collateral Agent hereunder shall constitute valid, perfected, first priority First Priority Liens (subject, in the case of priority only, United States with respect to the Intellectual Property identified in the schedules to such Intellectual Property Security Agreements (subject to Permitted Prior Liens);; and (c) no authorization, consent, approval or other action by (other than any authorization, consent, approval, action which has been received or taken)by, and no notice to or filing with, any Governmental Authority, Gaming Authority, governmental authority or regulatory body or any other PersonPerson is required, (other than any notice which has been given) is required the filing of financing statements and recordations at the US Patent and Trademark Office and US Copyright Office, for either (i) the pledge or grant by any Grantor of the Liens purported to be created in favor of the Bank Collateral Agent hereunder or (ii) the exercise by Bank Collateral Agent of any rights or remedies in respect of any Collateral (whether specifically granted or created hereunder or created or provided for by applicable law), except (A) for the filings contemplated by clause (aSection 5.4(a) above and or (B) as may be required, in connection with the disposition of any Investment Related Property, by laws generally affecting the offering and sale of Securities, and (C) as may be required by any Gaming Authority; and (d) each Grantor is in compliance with its obligations under Section 4 hereof.

Status of Security Interest. (a) upon Upon the filing of financing statements naming each Grantor as “debtor” and the Bank Collateral Agent as “secured party” and describing the Collateral in the filing offices set forth opposite such Grantor’s name on Schedule 5.4 hereof 5.1(D) of the Security Agreement Disclosure Letter (as such schedule may be amended or supplemented from time to time), the security interest interests of the Bank Collateral Agent in all Collateral (including, without limitation, internet domain names and Intellectual Property Licenses included in Collateral) of such Grantor that can be perfected by the filing of a financing statement under the Uniform Commercial Code UCC as in effect in the applicable any jurisdiction will constitute a valid, perfected, first priority lien Liens, subject to any Permitted Liens with respect to CollateralLiens. Each agreement purporting to give the Bank Collateral Agent Control over any Collateral is effective to establish the BankCollateral Agent’s Control of the Collateral subject thereto;thereto to the extent required under Section 4.1. (b) to To the extent perfection or priority of the security interest therein is not subject to Article 9 of the UCC, upon recordation of the security interests granted hereunder in Patents, Trademarks, U.S. registered Copyrights and exclusive Copyright Licenses applications, U.S. issued Patents and Patent applications or U.S. registered Trademarks and applications therefor, in each case owned by such Grantor, in the applicable intellectual property registries, including but not limited to United States Copyright Office or the United States Patent and Trademark Office and the United States Copyright Office, as applicable, the security interests granted to the Bank Collateral Agent hereunder in such Intellectual Property shall constitute valid, perfected, first priority Liens (subjectLiens, in the case of priority only, subject to any Permitted Prior Liens);. (c) no No authorization, consent, approval or other action by (other than any authorization, consent, approval, action which has been received or taken)by, and no notice to or filing with, any Governmental Authority, Gaming Authority, Authority or regulatory body or any other Person, (other than any notice which has been given) Person is required for either (i) the pledge or grant by any Grantor of the Liens purported to be created in favor of the Bank Collateral Agent hereunder or (ii) to such Grantor’s Knowledge, the exercise by Bank Collateral Agent of any rights or remedies in respect of any Collateral (whether specifically granted or created hereunder or created or provided for by applicable lawLaw), except (A) for the filings contemplated by clause clauses (a) and (b) above and (B) as may be required, in connection with the disposition of any Investment Related Property, by laws Laws generally affecting the offering and sale of Securities, and (C) as may be required by any Gaming Authority; and (d) each Grantor is in compliance with its obligations under Section 4 hereof.

Status of Security Interest. (a) upon Upon the filing of any financing statements statement naming each such Grantor as “debtor” and the Bank Collateral Agent as “secured party” and describing the Collateral in the filing offices set forth opposite such Grantor’s name on Schedule 5.4 hereof (as such schedule may be amended or supplemented from time to time), the security interest of the Bank Collateral Agent in all Collateral that can be perfected by the filing of a financing statement under the Uniform Commercial Code as in effect in the applicable any jurisdiction will constitute a valid, perfected, first priority lien subject to any Permitted First Priority Liens with respect to such Collateral. Each agreement purporting to give the Bank Collateral Agent Control over any Collateral is effective to establish the BankCollateral Agent’s Control of the Collateral subject thereto;. (b) to To the extent perfection or priority of the security interest therein is not subject to Article 9 of the UCC, upon recordation of the security interests granted hereunder in Patents, Trademarks, Copyrights and exclusive Copyright Licenses in the applicable intellectual property registries, registries (including but not limited to the United States Patent and Trademark Office and the United States Copyright Office) of the security interests granted hereunder in all Collateral consisting of (i) U.S. Patents, Trademarks, Copyrights and exclusive Copyright Licenses and (ii) Foreign Intellectual Property that constitute Material Intellectual Property and are required to be perfected pursuant to Section 4.3(d), the security interests granted to the Bank Collateral Agent hereunder in such Collateral shall constitute valid, perfected, first priority Liens (subject, in the case of priority only, to Permitted Prior First Priority Liens);. (c) Except as set forth in the Credit Agreement, no authorization, consent, approval or other action by (other than any authorization, consent, approval, action which has been received or taken)by, and no notice to or filing with, any Governmental Authority, Gaming Authority, Authority or regulatory body or any other Person, (other than any notice which has been given) Person is required for either (i) the pledge or grant by any Grantor of the Liens purported to be created in favor of the Bank Collateral Agent hereunder or (ii) the exercise by Bank the Collateral Agent of any rights or remedies in respect of any Collateral (whether specifically granted or created hereunder or created or provided for by applicable law), except (A) for the filings contemplated by clause (a) above and (B) as may be required, in connection with the disposition of any Investment Related Property, by laws generally affecting the offering and sale of Securities, and (C) as may be required by any Gaming Authority; and. (d) each Such Grantor is in compliance with its obligations under Section 4 hereof.

Status of Security Interest. (a) upon Upon the filing of financing statements naming each Grantor as “debtor” and the Bank Collateral Agent as “secured party” and describing the Collateral in the filing offices set forth opposite such Grantor’s name on Schedule 5.4 hereof (as such schedule may be amended or supplemented from time to time), the security interest of the Bank Collateral Agent in all Collateral that can be perfected by the filing of a financing statement under the Uniform Commercial Code as in effect in the applicable any jurisdiction will constitute a valid, perfected, first priority lien perfected Lien subject to any Permitted Liens with respect to Collateral. Each agreement purporting to give the Bank Collateral Agent Control over any Collateral is effective to establish the BankCollateral Agent’s Control of the Collateral subject thereto; (b) to the extent perfection or priority of the security interest therein is not subject to Article 9 of the UCC, upon recordation of the security interests granted hereunder in U.S. Patents, registered U.S. Trademarks, and registered U.S. Copyrights (and applications to register the foregoing) and exclusive Copyright Licenses under which such Grantor is the licensee and which have been recorded in the applicable intellectual property registriesUnited States Copyright Office, including but not limited to in the United States Patent and Trademark Office and the United States Copyright Office, the security interests granted to the Bank Collateral Agent that can by law be perfected by such recording hereunder shall constitute valid, perfected, first second priority Liens (subject, in the case of priority only, subject to Permitted Prior Liens); (c) except as set forth in the Credit Agreement, no authorization, consent, approval or other action by (other than any authorization, consent, approval, action which has been received or taken)by, and no notice to or filing with, any Governmental Authority, Gaming Authority, Authority or regulatory body or any other Person, (other than any notice which has been given) Person is required for either (i) the pledge or grant by any Grantor of the Liens purported to be created in favor of the Bank Collateral Agent hereunder or (ii) the exercise by Bank Collateral Agent of any rights or remedies in respect of any Collateral (whether specifically granted or created hereunder or created or provided for by applicable law), except (A) for the filings contemplated by clause (a) above and of this Section 5.4, (B) as may be required, in connection with the disposition of any Investment Related Property, by laws generally affecting the offering and sale of Securities, Securities and (C) as may be in the case of clause (ii) above, approvals of any applicable Nevada Gaming Authorities required by any under the Gaming AuthorityLaws; and (d) each Grantor is in compliance with its obligations under Section 4 hereof.

Status of Security Interest. (a) upon the filing of financing statements naming each Grantor as “debtor” and the Bank Collateral Agent as “secured party” and describing the Collateral in the filing offices set forth opposite such Grantor’s name on Schedule 5.4 hereof (as such schedule may be amended or supplemented from time to time), the security interest of the Bank Collateral Agent in all Collateral that can be perfected by the filing of a financing statement under the Uniform Commercial Code as in effect in the applicable any jurisdiction will constitute a valid, perfected, first priority lien Liens subject to any Permitted Liens with respect to Collateral. Each agreement purporting to give the Bank Collateral Agent Control over any Collateral is effective to establish the BankCollateral Agent’s Control of the Collateral subject thereto; (ba) to the extent perfection or priority of the security interest therein is not subject to Article 9 of the UCC, upon recordation of the security interests granted hereunder in Patents, Trademarks, Copyrights and exclusive Copyright Licenses in the applicable intellectual property registries, including but not limited to the United States Patent and Trademark Office and the United States Copyright Office, the security interests granted to the Bank Collateral Agent hereunder shall constitute valid, perfected, first priority Liens (subject, in the case of priority only, subject to Permitted Prior Liens); (cb) no authorization, consent, approval or other action by (other than any authorization, consent, approval, action which has been received or taken)by, and no notice to or filing with, any Governmental Authority, Gaming Authority, Authority or regulatory body or any other Person, (other than any notice which has been given) Person is required for either (i) the pledge or grant by any Grantor of the Liens purported to be created in favor of the Bank Collateral Agent hereunder or (ii) the exercise by Bank Collateral Agent of any rights or remedies in respect of any Collateral (whether specifically granted or created hereunder or created or provided for by applicable law), except (A) for the filings contemplated by clause (a) above and (B) as may be required, in connection with the disposition of any Investment Related Property, by laws generally affecting the offering and sale of Securities, and (C) as may be required by any Gaming Authority; and (dc) each Grantor is in compliance with its obligations under Section 4 hereof.

Status of Security Interest. (a) upon the filing of financing statements naming each Grantor as “debtor” and the Bank Administrative Agent as “secured party” and describing the Collateral in the filing offices set forth opposite such Grantor’s name on Schedule 5.4 hereof (as such schedule may be amended or supplemented from time to time), the security interest of the Bank Administrative Agent in all Collateral that can be perfected by the filing of a financing statement under the Uniform Commercial Code as in effect in the applicable any jurisdiction will constitute a valid, perfected, first priority lien Liens subject in the case of priority only, to any Permitted Liens with respect to Collateral. Each agreement purporting to give the Bank Control over any Collateral is effective to establish the Bank’s Control of the Collateral subject thereto; (b) to the extent perfection or priority of the security interest therein is not subject to Article 9 of the UCC, upon recordation of the security interests granted hereunder in Patents, Trademarks, Trademarks and Copyrights and exclusive Copyright Licenses in the applicable intellectual property registries, including but not limited to the United States Patent and Trademark Office and the United States Copyright Office, the security interests granted to the Bank Administrative Agent hereunder shall constitute valid, perfected, first priority Liens (subject, in the case of priority only, to Permitted Prior Liens);; and (c) no authorization, consent, approval or other action by (other than any authorization, consent, approval, action which has been received or taken)by, and no notice to or filing with, any Governmental Authority, Gaming Authority, Authority or regulatory body or any other Person, (other than any notice which has been given) Person is required for (i) the pledge or grant by any Grantor of the Liens purported to be created in favor of the Bank hereunder or (ii) the exercise by Bank of any rights or remedies in respect of any Collateral (whether specifically granted or created hereunder or created or provided for by applicable law)Administrative Agent hereunder, except (A) for the filings contemplated by clause (a) above and above, (B) as may be required, in connection with the disposition of any Investment Related Property, by laws generally affecting the offering and sale of Securities, Securities and (C) as may be required by with respect to the exercise of any Gaming Authority; andforeclosure, voting, assignment, transfer or other rights or remedies in respect of the Equity Interests of any Broker-Dealer Subsidiary, obtaining the Required Approvals. (d) Notwithstanding anything herein (including this Section 5.4), no Grantor makes any representation or warranty hereunder (A) 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 Administrative Agent or any Secured Party with respect thereto, under foreign Law, (B) as to the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest to the extent such pledge, security interest, perfection or priority is not required pursuant to the Collateral and Guarantee Requirement or (C) as to the pledge or creation of any security interest, or the effects of perfection or non-perfection, or the priority or enforceability of any pledge or security interest, in each Grantor case with respect to Collateral that is in compliance with its obligations under subject to Section 4 hereof6.11 of the Credit Agreement, prior to the time such pledge, creation or perfection, as applicable, is required pursuant to the terms thereof.

Status of Security Interest. (a) upon Upon the proper filing of financing statements naming each Grantor the Grantors as “debtor” and the Bank Collateral Agent as “secured party” and describing the Collateral in the filing offices set forth opposite such the Grantor’s name on Schedule 5.4 hereof (as such schedule Schedule may be amended or supplemented from time to time), the security interest of the Bank Collateral Agent in all Collateral that can be perfected by the filing of a financing statement under the Uniform Commercial Code UCC as in effect in the applicable any jurisdiction will constitute a valid, perfected, first priority lien subject Liens subject, in the case of priority only, to any Permitted Liens with respect to Collateral. Each agreement as of the Closing Date purporting to give the Bank Collateral Agent or its designee Control over any Collateral is effective to establish the BankCollateral Agent’s or its designee’s Control of the Collateral subject thereto; (b) to To the extent perfection or priority of the security interest therein is not subject to Article 9 of the UCC, upon recordation of the security interests granted hereunder in Patents, Trademarks, Copyrights and exclusive Copyright Licenses in the applicable intellectual property registries, including but not limited to the United States U.S. Patent and Trademark Office and the United States U.S. Copyright Office, the security interests granted to the Bank Collateral Agent hereunder shall constitute valid, perfected, first priority Liens (subject, in the case of priority only, to Permitted Prior Liens); (c) no No authorization, consent, approval or other action by (other than any authorization, consent, approval, action which has been received or taken)by, and no notice to or filing with, any Governmental Authority, Gaming Authority, Authority or regulatory body or any other PersonPerson is required, (other than any notice which has been given) is required except as contemplated by the Loan Documents, for either (i) the pledge or grant by any Grantor the Grantors of the Liens purported to be created in favor of the Bank Collateral Agent hereunder or (ii) the exercise by Bank Collateral Agent of any rights or remedies in respect of any Collateral (whether specifically granted or created hereunder or created or provided for by applicable lawApplicable Law), except (A) for the filings contemplated by clause (a) above above, and (B) as may be required, in connection with the disposition of any Investment Related Property, by laws generally affecting the offering and sale of Securities, and (C) as may be required by any Gaming Authority; and (d) each Grantor is The Grantors are in compliance with its obligations under Section 4 hereof.

Status of Security Interest. (a) upon Upon the filing of financing statements in the appropriate filing offices naming each Grantor as “debtor” and the Bank Collateral Agent as “secured party” and describing the Collateral in the filing offices set forth opposite such Grantor’s name on Schedule 5.4 hereof (as such schedule may be amended or supplemented from time to time)Collateral, the security interest Security Interest of the Bank Collateral Agent, in all respect of the Collateral that can be perfected by the filing of a such financing statement statements under the Uniform Commercial Code as in effect in the applicable jurisdiction will UCC, shall constitute (i) a valid, perfected, first priority lien Lien on the Collateral (other than the Current Asset Collateral) and (ii) a valid, perfected, second priority Lien on the Current Asset Collateral, in each case, subject to the ABL Intercreditor Agreement and to any Permitted Liens with respect to the Collateral. Each agreement purporting to give the Bank Control over any Collateral is effective to establish the Bank’s Control of the Collateral subject thereto;. (b) to To the extent perfection or priority of the security interest therein is not subject to Article 9 of the UCC, upon recordation in the USPTO or the USCO of the security interests interest granted hereunder in Patents, Trademarks, Copyrights and exclusive Copyright Licenses Intellectual Property registered in the applicable intellectual property registries, including but not limited to USPTO or the United States Patent and Trademark Office and the United States Copyright OfficeUSCO, the security interests granted to the Bank Collateral Agent hereunder in respect of such Collateral constituting Intellectual Property shall constitute valid, perfected, first priority Liens (subject, in subject to the case of priority only, ABL Intercreditor Agreement and to any Permitted Prior Liens);Liens with respect to such Collateral. (c) no authorizationUpon the delivery to the Collateral Agent (or its bailee) of certificates representing the Pledged Stock, consent, approval or other action by (other than any authorization, consent, approval, action which has been received or taken), and no notice to or filing with, any Governmental Authority, Gaming Authority, regulatory body or any other Person, (other than any notice which has been given) is required for (i) the pledge or grant by any Grantor Security Interest of the Liens purported to be created in favor of the Bank hereunder or (ii) the exercise by Bank of any rights or remedies Collateral Agent, in respect of any the Collateral (whether specifically granted or created hereunder or created or provided for by applicable law)that can be perfected through possession, except (A) for shall constitute a valid, perfected first priority Lien subject to the filings contemplated by clause (a) above and (B) as may be required, in connection with the disposition of any Investment Related Property, by laws generally affecting the offering and sale of Securities, and (C) as may be required by any Gaming Authority; and (d) each Grantor is in compliance with its obligations under Section 4 hereofABL Intercreditor Agreement.

Status of Security Interest. (a) upon Upon the filing of financing statements naming each Grantor as “debtor” and the Bank Collateral Agent as “secured party” and describing the Pledged Collateral in the filing offices set forth opposite such Grantor’s name on Schedule 5.4 hereof (as such schedule may be amended or supplemented from time to time), the security interest of the Bank Collateral Agent in all Pledged Collateral that can be perfected by the filing of a financing statement under the Uniform Commercial Code as in effect in the applicable any jurisdiction will constitute a valid, perfected, first priority lien perfected Lien subject to any Permitted Liens with respect to Pledged Collateral. Each agreement purporting to give the Bank Collateral Agent Control over any Pledged Collateral is effective to establish the BankCollateral Agent’s Control of the Pledged Collateral subject thereto; (b) to the extent perfection or priority of the security interest therein is not subject to Article 9 of the UCC, upon recordation of the security interests granted hereunder in Patents, Trademarks, Copyrights and exclusive Copyright Licenses except as set forth in the applicable intellectual property registriesCredit Agreement, including but not limited to the United States Patent and Trademark Office and the United States Copyright Office, the security interests granted to the Bank hereunder shall constitute valid, perfected, first priority Liens (subject, in the case of priority only, to Permitted Prior Liens); (c) no authorization, consent, approval or other action by (other than any authorization, consent, approval, action which has been received or taken)by, and no notice to or filing with, any Governmental Authority, Gaming Authority, Authority or regulatory body or any other Person, (other than any notice which has been given) Person is required for either (i) the pledge or grant by any Grantor of the Liens purported to be created in favor of the Bank hereunder Collateral Agent hereunder, except for the approval of the Gaming Boards pursuant to Section 4.3 above, or (ii) the exercise by Bank Collateral Agent (or the First Lien Collateral Agent pursuant to the Intercreditor Agreement) of any rights or remedies in respect of any Pledged Collateral (whether specifically granted or created hereunder or created or provided for by applicable law), except (A) for the filings contemplated by clause (a) above of this Section 5.4, any authorization, consent, approval or other action by, and notice to or filing with any applicable Gaming Authority required by the Gaming Laws and (B) as may be required, in connection with the disposition of any Investment Related PropertyPledged Equity Interests, by laws generally affecting the offering and sale of Securities, ; and (C) as may be in the case of clause (ii) above, approvals of any applicable Nevada Gaming Authorities required by any under the Gaming AuthorityLaws; and (dc) each Grantor is in compliance with its obligations under Section 4 hereof.

Status of Security Interest. (a) upon the filing of financing statements naming each Grantor as “debtor” and the Bank Collateral Agent as “secured party” and describing the Collateral in the filing offices set forth opposite such Grantor’s name on Schedule 5.4 hereof (as such schedule Schedule may be amended or supplemented from time to time), the security interest of the Bank Collateral Agent in all Collateral that can be perfected by the filing of a financing statement under the Uniform Commercial Code as in effect in the applicable jurisdiction of such Grantor’s formation will constitute a valid, perfected, first priority lien subject to any Permitted Liens Third Priority Lien with respect to such Collateral. Each agreement purporting to give the Bank Collateral Agent (or its agent) Control over any Collateral that complies with the requirements of the UCC with respect to Control is effective to establish the BankCollateral Agent’s (or its agent’s) Control of the Collateral subject thereto; (b) to the extent perfection or priority of the security interest therein is not subject to Article 9 of the UCC, upon proper recordation of the security interests granted hereunder in Patents, Trademarks, and Copyrights and exclusive Copyright Licenses constituting Collateral registered in the United States in the applicable intellectual property registries, including but not limited to registries of the United States Patent and Trademark Office and the United States Copyright Office, as applicable, and payment of applicable fees, the security interests granted to the Bank Collateral Agent hereunder in such Patents, Trademarks, and Copyrights constituting Collateral registered in the United States shall constitute valid, perfected, first priority Liens (subject, in the case of priority only, to Permitted Prior Third Priority Liens); (c) no authorization, consent, approval or other action by (other than any authorization, consent, approval, action which has been received or taken)by, and no notice to or filing with, any Governmental Authority, Gaming Authority, Authority or regulatory body or any other Person, (other than any notice which has been given) Person is required for either (i) the pledge or grant by any Grantor of the Liens purported to be created in favor of the Bank Collateral Agent hereunder or (ii) the exercise by Bank the Collateral Agent of any rights or remedies in respect of any Collateral in the United States (whether specifically granted or created hereunder or created or provided for by applicable law), except (A) for the filings contemplated by clause (aSection 4.4(c), Section 5.4(a) above and or Section 5.4(b), (B) with respect to the ability of the Collateral Agent to obtain direct payment from a Governmental Authority, compliance with the Assignment of Claims Act, (C) as may be required, in connection with the disposition of any Investment Related Property, by laws generally affecting the offering and sale of Securities, Securities and (CD) with respect to the Collateral Agent’s ability to transfer Pledged Equity Interests in any Person that has a United States facility security clearance after the occurrence of an event of default, such reports, filings, authorizations or consents to, from or of the United States government as may be required for the United States government to examine whether any foreign ownership control or influence (FOCI) exists, within the meaning of such term as used in the NISPOM; (d) to the extent permitted by any Gaming Authoritythe Federal Assignment of Claims Act, the payments due to a Grantor under each Government Contract can be assigned to the Collateral Agent by complying with the provisions of the Federal Assignment of Claims Act; and (de) each Grantor is in compliance with its obligations under Section 4 hereof.

Status of Security Interest. (a) upon the filing of financing statements naming each Grantor as “debtor” and the Bank Collateral Trustee as “secured party” and describing the Collateral in the filing offices set forth opposite such Grantor’s name on Schedule 5.4 hereof (as such schedule may be amended or supplemented from time to timetime in accordance with the terms hereof), the security interest of the Bank Collateral Trustee in all Collateral in the United States that can be perfected by the filing of a financing statement under the Uniform Commercial Code UCC as in effect in the applicable relevant jurisdiction will constitute a valid, perfected, first priority lien Lien subject in the case of priority only, to any Permitted Prior Liens with respect to such Collateral. Each agreement purporting to give the Bank Control over any Collateral is effective to establish the Bank’s Control of the Collateral subject thereto; (b) to the extent perfection or priority of the security interest therein is not subject to Article 9 of the UCC, upon recordation of the security interests granted hereunder in U.S. Patents, Trademarks, U.S. Trademarks and U.S. Copyrights and exclusive Copyright Licenses in the applicable intellectual property registries, including but not limited to the United States Patent and Trademark Office and the United States Copyright Office, the such security interests granted to the Bank Collateral Trustee hereunder shall constitute valid, perfected, first priority Liens (subject, in the case of priority only, to Permitted Prior Liens);; and (c) no authorization, consent, approval or other action by (other than any authorization, consent, approval, action which has been received or taken)by, and no notice to or filing with, any Governmental Authority, Gaming Authority, governmental authority or regulatory body or any other Person, (other than any notice which has been given) Person in the United States is required for either (i) the pledge or grant by any Grantor of the Liens purported to be created in favor of the Bank Collateral Trustee hereunder or (ii) the exercise by Bank the Collateral Trustee of any rights or remedies in respect of any Collateral (located in the United States whether specifically granted or created hereunder or created or provided for by applicable law), except (A) for the filings contemplated by clause clauses (a) and (b) above or otherwise required to perfect Liens on the Collateral and (B) as may be required, in connection with the disposition of any Investment Related Property, by laws generally affecting the offering and sale of Securities, and (C) as may be required by any Gaming Authority; and (d) each Grantor is in compliance with its obligations under Section 4 hereof.

Status of Security Interest. On the Closing Date and the date of each Credit Extension: (a) except for any Collateral addressed in clause (b) below and any Collateral for which, pursuant to Section 4.5(b), applicable action under Section 4 is not yet required, upon the filing of fully-completed financing statements naming (which shall name each Grantor as “debtor” and the Bank Administrative Agent as “secured party,” and describing shall cover “all assets of the Collateral debtor,” “all personal property and assets of the debtor,” or words of similar import, or otherwise contain a description of the Collateral) in the filing offices set forth opposite such Grantor’s name on Schedule 5.4 hereof (as such schedule may be amended or supplemented from time to time), the security interest of the Bank Administrative Agent in all Collateral that can be perfected by the filing of a financing statement under the Uniform Commercial Code as in effect in the applicable jurisdiction will UCC shall constitute a valid, perfected, first first-priority lien subject Lien, subject, in the case of priority only, to any Permitted Liens with respect to Collateral. Each agreement purporting to give the Bank Control over any Collateral is effective to establish the Bank’s Control of the Collateral subject theretoLiens; (b) to the extent perfection or priority of the security interest therein is not subject to Article 9 of the UCC, upon recordation with respect to all Collateral consisting of the security interests granted hereunder in United States registered and applied-for Patents, TrademarksTrademarks and Copyrights owned by any Grantor as of such date, except for any Collateral for which, pursuant to Section 4.5(c), applicable action under Section 4.3 is not yet required, a fully-executed Patent Security Agreement, Trademark Security Agreement and/or Copyright Security Agreement, as applicable, containing a description of all Collateral consisting of such United States registered and applied-for Patents, Trademarks and Copyrights and exclusive Copyright Licenses in owned by such Grantor have been delivered to the applicable intellectual property registries, including but not limited to Administrative Agent for recordation with the United States Patent and Trademark Office and or the United States Copyright Office, as applicable, pursuant to 35 U.S.C. § 261 or 17 U.S.C. § 205 and the regulations thereunder, as applicable, and upon the recordation of such Patent Security Agreement, Trademark Security Agreement and/or Copyright Security Agreement with the United States Patent and Trademark Office or the United States Copyright Office, as applicable, the security interests granted to interest of the Bank hereunder Administrative Agent in all Collateral consisting of United States registered and applied-for Patents, Trademarks and Copyrights that may be perfected by the filing of a security agreement with the United States Patent and Trademark Office or the United States Copyright Office, as applicable, shall constitute valida perfected first-priority security interest in respect of all Collateral consisting of such United Stated registered and applied-for Patents, perfectedTrademarks and Copyrights, first priority Liens (subject, in the case of priority only, to Permitted Prior Liens);; and (c) no authorization, consent, approval or other action by (other than any authorization, consent, approval, action which has been received or taken)by, and no notice to or filing with, any Governmental Authority, Gaming Authority, Authority or regulatory body or any other Person, (other than any notice which has been given) Person is required for either (i) the pledge or grant by any Grantor of the Liens purported to be created in favor of the Bank Administrative Agent hereunder in any Collateral located in the United States and/or governed by the Laws of the United States or any political subdivision thereof or (ii) the exercise by Bank the Administrative Agent of any rights or remedies in respect of any Collateral located in the United States and/or governed by the Laws of the United States or any political subdivision thereof (whether specifically granted or created hereunder or created or provided for by applicable law), except (A) for the filings contemplated by clause (a) above and recordations contemplated by clause (b) above and (B) as may be required, in connection with the disposition of any Investment Related Property, by laws generally affecting the offering and sale of Securities, and (C) as may be required by any Gaming Authority; and (d) each Grantor is in compliance with its obligations under Section 4 hereof.

Status of Security Interest. (a) upon Upon the filing of financing statements naming each Grantor as “debtor” and the Bank Secured Party as “secured party” and describing the Collateral in the filing offices set forth opposite such Grantor’s name on Schedule 5.4 hereof (as such schedule may be amended or supplemented from time to timetime in accordance with the terms hereof), the security interest of the Bank Secured Party in all Collateral in the United States that can be perfected by the filing of a financing statement under the Uniform Commercial Code UCC as in effect in the applicable relevant jurisdiction will constitute a valid, perfected, first priority lien Lien subject in the case of priority only to any Permitted Liens with respect to such Collateral. Each agreement purporting to give the Bank Control over any Collateral is effective to establish the Bank’s Control of the Collateral subject thereto; (b) to the extent perfection or priority of the security interest therein is not subject to Article 9 of the UCC, upon recordation of mortgages, deeds of trust, leasehold mortgage, leasehold deeds of trust or other similar recordable instruments (as applicable) naming each applicable Grantor as “debtor” and the Secured Party as “secured party” (as applicable) in the applicable courthouse or recording office in the jurisdictions in which such Collateral is located, the security interests granted hereunder in all Real Property Interests constituting Collateral in the United States that can be perfected by the recordation of such mortgage, deed of trust, leasehold mortgage, assignments of rents and leases or other similar recordable instruments under applicable law as in effect in the relevant jurisdiction will constitute a valid, perfected, first priority Lien subject in the case of priority only to Permitted Liens with respect to such Collateral; (c) to the extent perfection or priority of the security interest therein is not subject to Article 9 of the UCC, upon recordation of the security interests granted hereunder in U.S. Patents, Trademarks, U.S. Trademarks and U.S. Copyrights and exclusive Copyright Licenses in the applicable intellectual property registries, including but not limited to the United States Patent and Trademark Office and the United States Copyright Office, the such security interests granted to the Bank hereunder Secured Party hereunder, for the ratable benefit of the Secured Parties, shall constitute valid, perfected, first priority Liens (subject, in the case of priority only, to any Permitted Prior Liens);; and (cd) no authorization, consent, approval or other action by (other than any authorization, consent, approval, action which has been received or taken)by, and no notice to or filing with, any Governmental Authority, Gaming Authority, governmental authority or regulatory body or any other Person, (other than any notice which has been given) Person in the United States is required for either (i) the pledge or grant by any Grantor of the Liens purported to be created in favor of the Bank Secured Party hereunder or (ii) the exercise by Bank the Secured Party of any rights or remedies in respect of any Collateral (located in the United States whether specifically granted or created hereunder or created or provided for by applicable law), except (A) for the filings contemplated by clause clauses (a) and (b) above and or otherwise required to perfect Liens on the Collateral, (B) as may be required, in connection with the disposition of any Investment Related Property, by laws generally affecting the offering and sale of Securities, Securities and (C) as may be required by any Gaming Authority; and (d) each Grantor is in compliance with its obligations under Section 4 have already been obtained, submitted or taken prior to the date hereof.

Status of Security Interest. (a) upon the filing of financing statements naming each Grantor as “debtor” and the Bank Priority Lien Collateral Trustee as “secured party” and describing the Collateral in the filing offices set forth opposite such Grantor’s name on Schedule 5.4 hereof (provided as such schedule may be amended or supplemented from time to time)of the Closing Date, the security interest of the Bank Priority Lien Collateral Trustee in all Collateral that can be perfected by the filing of a financing statement under the Uniform Commercial Code as in effect in the applicable any jurisdiction will constitute a valid, perfected, first priority lien Liens (if and to the extent perfection can be achieved through the actions described in this Section 5.4(a)) subject in the case of priority only, to any Permitted Liens with respect to Collateral. Each agreement purporting to give the Bank Priority Lien Collateral Trustee Control over any Collateral is effective to establish the BankPriority Lien Collateral Trustee’s Control of the Collateral subject thereto; (b) to the extent perfection or priority of the security interest therein is not subject to Article 9 of the UCC, upon recordation of the security interests granted hereunder in PatentsCollateral consisting of issued U.S. Patents and patent applications, Trademarks, U.S. federal registered Trademarks and Trademark applications and U.S. registered Copyrights and exclusive Copyright Licenses in the applicable intellectual property registries, including but not limited to the United States Patent and Trademark Office and the United States Copyright Office, the security interests granted to the Bank Priority Lien Collateral Trustee hereunder in such Patents, Trademarks and Copyrights shall constitute valid, perfected, first priority Liens in the United States (subject, in the case of priority only, to Permitted Prior Liens);. Notwithstanding the foregoing, nothing in this Agreement, the other Loan Documents or any other Priority Lien Documents shall require any Grantor to make any filings or take any other actions to record or perfect the Priority Lien Collateral Trustee’s Lien on and security interest in any Intellectual Property outside the United States or to reimburse the Priority Lien Collateral Trustee for any costs or expenses incurred in connection with making such filings or taking any other such action; and (c) no authorization, consent, approval or other action by (other than any authorization, consent, approval, action which has been received or taken)by, and no notice to or filing with, any Governmental Authority, Gaming Authority, Authority or regulatory body or any other Person, (other than any notice which has been given) Person is required for either (i) the pledge or grant by any Grantor of the Liens purported to be created in favor of the Bank Priority Lien Collateral Trustee hereunder or (ii) the exercise by Bank the Priority Lien Collateral Trustee of any rights or remedies in accordance with the UCC in respect of any Collateral (whether specifically granted or created hereunder or created or provided for by applicable law), except (A) for the filings contemplated by clause (a) above and continuation statements in respect thereof and clause (b) above, (B) the actions described in Section 4.2 with respect to Collateral subject to Control requirements, which actions have been taken and are in full force and effect, and (C) as may be required, in connection with the disposition of any Investment Related Property, by laws generally affecting the offering and sale of Securities, and (C) as may be required by any Gaming Authority; and (d) each Grantor is in compliance with its obligations under Section 4 hereof.

Status of Security Interest. (a) upon the filing of financing statements naming each Grantor as “debtor” and the Bank Collateral Agent as “secured party” and describing the Collateral in the filing offices set forth opposite such Grantor’s name on Schedule 5.4 hereof (as such schedule may be amended or supplemented from time to time), the security interest of the Bank Collateral Agent in all Collateral that can be perfected by the filing of a financing statement under the Uniform Commercial Code as in effect in the applicable jurisdiction where filed will constitute a valid, perfected, first priority lien Lien subject in the case of priority only, to any Permitted Liens with respect to Collateral. Each agreement agreement, if any, purporting to give the Bank Collateral Agent Control over any Collateral is effective to establish the BankCollateral Agent’s Control of the Collateral subject thereto; (b) to the extent perfection or priority of the security interest therein is not subject to Article 9 of the UCC, upon recordation of the security interests granted hereunder in Patents, Trademarks, Copyrights and exclusive Copyright Licenses in the applicable intellectual property registries, including but not limited to the United States Patent and Trademark Office and the United States Copyright Office, the security interests granted to the Bank Collateral Agent hereunder shall constitute valid, perfected, first priority Liens (subject, in the case of priority only, to Permitted Prior Liens); (c) no authorization, consent, approval or other action by (other than any authorization, consent, approval, action which has been received or taken)by, and no notice to or filing with, any Governmental Authority, Gaming Authority, Authority or regulatory body or any other Person, (other than any notice which has been given) Person is required for either (i) the pledge or grant by any Grantor of the Liens purported to be created in favor of the Bank Collateral Agent hereunder or (ii) the exercise by Bank Collateral Agent of any rights or remedies in respect of any Collateral (whether specifically granted or created hereunder or created or provided for by applicable law), except (A) for the filings contemplated by clause (a) above and (B) as may be required, in connection with the disposition of any Investment Related Property, by laws generally affecting the offering and sale of Securities, and (C) as may be required by any Gaming Authority; and; (d) each Grantor is in compliance with its obligations under Section 4 hereof; and (e) each Material Registered Exclusive Copyright License is listed in Schedule 5.2 (as such schedule may be amended or supplemented from time to time).

Status of Security Interest. (a) upon the filing of financing statements naming each Grantor as “debtor” and the Bank Administrative Agent as “secured party” and describing the Collateral in the filing offices set forth opposite such Grantor’s name on in Schedule 5.4 hereof (as such schedule may be amended or supplemented from time to time), the security interest of the Bank Administrative Agent in all Collateral that can be perfected by the filing of a financing statement under the Uniform Commercial Code as in effect in the applicable any jurisdiction will constitute a valid, perfected, first priority lien Liens subject to any Permitted Liens with respect to Collateral. Each agreement purporting to give the Bank Administrative Agent Control over any Collateral is effective to establish the BankAdministrative Agent’s Control of the Collateral subject thereto; (b) to the extent perfection or priority of the security interest therein is in Patents, Trademarks, Copyrights and exclusive Copyright Licenses are not subject to Article 9 of the UCC, upon recordation of the security interests granted hereunder in issued, registered and applied-for Patents, TrademarksTrademarks (excluding Internet domain names), Copyrights and exclusive Copyright Licenses in the applicable intellectual property registries, including but not limited to the United States Patent and Trademark Office and the United States Copyright Office, the security interests granted to the Bank Administrative Agent hereunder shall constitute valid, perfected, first priority Liens (subjectsubject to Permitted Liens). For the avoidance of doubt, notwithstanding anything to the contrary herein, no Grantor shall be required to perfect the security interests created hereby in the case of priority onlyissued, to Permitted Prior Liens)registered or applied-for Patents, Trademarks, Copyrights or exclusive Copyright Licenses by making any filings or taking any other actions in any jurisdiction outside the U.S.; (c) no authorization, consent, approval or other action by (other than any authorization, consent, approval, action which has been received or taken)by, and no notice to or filing with, any Governmental Authority, Gaming Authority, Authority or regulatory body or any other Person, (other than any notice which has been given) Person is required for either (i) the pledge or grant by any Grantor of the Liens purported to be created in favor of the Bank Administrative Agent hereunder or (ii) the exercise by Bank Administrative Agent of any rights or remedies in respect of any Collateral (whether specifically granted or created hereunder or created or provided for by applicable law), except (A) for the filings contemplated by clause clauses (a) and (b) above and (B) as may be required, in connection with the disposition of any Investment Related PropertyProperty that constitutes Collateral, by laws generally affecting the offering and sale of Securities, and (C) as may be required by any Gaming Authority; and (d) each Grantor is in compliance with its obligations under Section 4 hereof.

Status of Security Interest. On the date hereof (or, with respect to any Additional Grantor, the date of such Grantor’s Pledge Supplement): (a) except for any Collateral addressed in clause (b) below and any Collateral for which, pursuant to Section 4.5(a) or (b), applicable action under Section 4 is not yet required, upon the filing of fully-completed financing statements naming (which shall name each Grantor as “debtor” and the Bank Collateral Trustee as “secured party,” and describing shall cover “all assets of the Collateral debtor now owned or hereafter acquired” “all personal property and assets of the debtor now owned or hereafter acquired” or words of similar import, or otherwise contain a descriptions of the Collateral) in the filing offices set forth opposite such Grantor’s name on Schedule 5.4 hereof (as such schedule may be amended or supplemented from time to time), the security interest of the Bank Collateral Trustee in all Collateral that can be perfected by the filing of a financing statement under the Uniform Commercial Code as in effect in the applicable jurisdiction will UCC shall constitute a valid, perfected, first priority lien subject to any Permitted Liens with respect to Collateral. Each agreement purporting to give the Bank Control over any Collateral is effective to establish the Bank’s Control of the Collateral subject theretoSecond Priority Lien; (b) to the extent perfection or priority of the security interest therein is not subject to Article 9 of the UCC, upon recordation with respect to all Collateral consisting of the security interests granted hereunder in United States registered and applied-for Patents, TrademarksTrademarks and Copyrights owned by any Grantor as of such date, except for any Collateral for which, pursuant to Section 4.5(c), applicable action under Section 4.3 is not yet required, a fully-executed Second Lien Patent Security Agreement, Second Lien Trademark Security Agreement and/or Second Lien Copyright Security Agreement, as applicable, containing a description of all Collateral consisting of such United States registered and applied-for Patents, Trademarks and Copyrights and exclusive Copyright Licenses in owned by such Grantor have been delivered to the applicable intellectual property registries, including but not limited to Collateral Trustee for recordation with the United States Patent and Trademark Office and or the United States Copyright Office, as applicable, pursuant to 35 U.S.C. § 261 or 17 U.S.C. § 205 and the regulations thereunder, as applicable, and upon the recordation of such Second Lien Patent Security Agreement, Second Lien Trademark Security Agreement and/or Second Lien Copyright Security Agreement with the United States Patent and Trademark Office or the United States Copyright Office, as applicable, the security interests granted to interest of the Bank hereunder Collateral Trustee in all Collateral consisting of United States registered and applied-for Patents, Trademarks and Copyrights that may be perfected by the filing of a security agreement with the United States Patent and Trademark Office or the United States Copyright Office, as applicable, shall constitute valida perfected Second Priority security interest in respect of all Collateral consisting of such United Stated registered and applied-for Patents, perfected, first priority Liens (subject, in the case of priority only, to Permitted Prior Liens);Trademarks and Copyrights; and (c) no authorization, consent, approval or other action by (other than any authorization, consent, approval, action which has been received or taken)by, and no notice to or filing with, any Governmental Authority, Gaming Authority, Authority or regulatory body or any other Person, Person is required (other than any notice which (x) such as have been obtained and are in full force and effect, (y) those in the process of being obtained through the commercially reasonable efforts of the applicable Grantor to the extent required by the DIP Credit Agreement or (z) those that the applicable Grantor has not been givenable to obtain despite the use of commercially reasonable efforts to the extent required by the DIP Credit Agreement) is required for either (i) the pledge or grant by any Grantor of the Liens purported to be created in favor of the Bank Collateral Trustee hereunder or (ii) the exercise by Bank the Collateral Trustee of any rights or remedies in respect of any Collateral (whether specifically granted or created hereunder or created or provided for by applicable law), except (A) for the filings contemplated by clause (a) above and recordations contemplated by clause (b) above, (B) as may be required, in connection with the disposition of any Investment Related Property, by laws generally affecting the offering and sale of SecuritiesSecurities or, and (C) with respect to Investment Related Property of a foreign issuer, as may be required by applicable foreign Laws, (C) with respect to subclause (ii) of this clause (c), as may be required by the Federal Power Act, any Gaming Authority; and similar Law or other Law applicable in connection with any transfer of direct or indirect ownership or control of a Renewable Energy System (das defined in the DIP Credit Agreement) each Grantor is in compliance and (D) with its obligations under Section 4 hereofrespect to subclause (ii) of this clause (c), as may be required by the Intercreditor Agreement, the Final Financing Order or the Collateral Trust Agreement.

Status of Security Interest. (a) upon Upon the filing of financing statements naming each Grantor as “debtor” and the Bank Collateral Trustee as “secured party” and describing the Collateral in the filing offices set forth opposite such Grantor’s name on Schedule 5.4 hereof (as such schedule may be amended or supplemented from time to time), the security interest of the Bank Collateral Trustee in all Collateral that can be perfected by the filing of a financing statement under the Uniform Commercial Code as in effect in the applicable any jurisdiction will constitute a valid, perfected, first priority lien Lien subject to any Permitted Liens with respect to Collateral. Each agreement purporting to give the Bank Collateral Trustee Control over any Collateral is effective to establish the BankCollateral Trustee’s Control of the Collateral subject thereto;. (b) to To the extent perfection or priority of the security interest therein is not subject to Article 9 of the UCC, upon due and proper recordation of the security interests granted hereunder in PatentsU.S. patents and patent applications, TrademarksU.S. trademark registrations and registrations for applications, Copyrights and U.S. copyright registrations and exclusive Copyright Licenses under which such Grantor is the licensee and which have been recorded in the applicable intellectual property registriesUnited States Copyright Office, including but not limited to in the United States Patent and Trademark Office and the United States Copyright Office, the security interests granted to the Bank Collateral Trustee hereunder that can by law be perfected by such recordings shall constitute valid, perfected, first priority Liens (subject, in the case of priority only, subject to Permitted Prior Liens);. (c) no No authorization, consent, approval or other action by (other than any authorization, consent, approval, action which has been received or taken)by, and no notice to or filing with, any Governmental Authority, Gaming Authority, Authority or regulatory body or any other Person, (other than any notice which has been given) Person is required for either (i) the pledge or grant by any Grantor of the Liens purported to be created in favor of the Bank Collateral Trustee hereunder or (ii) the exercise by Bank Collateral Trustee of any rights or remedies in respect of any Collateral (whether specifically granted or created hereunder or created or provided for by applicable law), except (A) for the filings contemplated by clause (a) above and above, (B) as may be required, in connection with the disposition of any Investment Related Property, by laws generally affecting the offering and sale of Securities, Securities and (C) as may be required by in the case of cause (ii) above, any applicable Gaming Authority; and. (d) each Such Grantor is in compliance with its obligations under Section 4 hereof4.

Status of Security Interest. (a) upon Upon the filing of any financing statements statement naming each such Grantor as “debtor” and the Bank Collateral Agent as “secured party” and describing the Collateral in the filing offices set forth opposite such Grantor’s name on Schedule 5.4 5.04 hereof (as such schedule may be amended or supplemented from time to time), the security interest of the Bank Collateral Agent in all Collateral of such Grantor that can be perfected by the filing of a financing statement (in such filing offices) under the Uniform Commercial Code as in effect in the applicable jurisdiction will constitute a valid, perfected, first priority lien subject to any Permitted First Priority Liens with respect to Collateralsuch Collateral under the law of such jurisdiction (to the extent applicable thereto). Each agreement purporting to give the Bank Collateral Agent Control over any Collateral is effective to establish the BankCollateral Agent’s Control of the Collateral subject thereto;. (b) to To the extent perfection or priority of the security interest therein is not subject to Article 9 of the UCC, upon recordation of the security interests granted hereunder in Patents, Trademarks, Copyrights and exclusive Copyright Licenses Intellectual Property Agreements in the applicable intellectual property registries, registries in the United States (including but not limited to the United States Patent and Trademark Office and the United States Copyright Office) of the security interests granted hereunder in all Collateral consisting of Patents registered or issued in the United States (and all applications therefor), Trademarks registered or issued in the United States (and all applications therefor), Copyrights registered in the United States (and all applications therefor) and exclusive Copyright Licenses (with respect to Copyrights registered in the United States), the security interests granted to the Bank Collateral Agent hereunder in such Collateral listed in such Intellectual Property Agreements shall constitute valid, perfected, first priority First Priority Liens (subject, in the case of priority only, to Permitted Prior Liens);Grantor’s interest therein. (c) Except (x) as set forth in the Credit Agreement and (y) with respect to the Specified Minority Investments, no authorization, consent, approval or other action by (other than any authorization, consent, approval, action which has been received or taken)by, and no notice to or filing with, any Governmental Authority, Gaming Authority, Authority or regulatory body or any other Person, (other than any notice which has been given) Person is required for (i) either the pledge or grant by any Grantor of the Liens in the Collateral purported to be created in favor of the Bank hereunder or (ii) the exercise by Bank of any rights or remedies in respect of any Collateral (whether specifically granted or created hereunder or created or provided for by applicable law)Agent hereunder, except (A) for the filings contemplated by clause clauses (a) above and (b) of Section 5.04 above, (B) as may be required, in connection with the disposition of any Investment Related Property, by laws generally affecting the offering and sale of Securities, Securities and (C) as may be required by any Gaming Authority; andfor such consents previously obtained. (d) each Such Grantor is in compliance with its obligations under Section Article 4 hereof.

Status of Security Interest. (a) upon the filing of financing statements naming each Grantor as “debtor” and the Bank Collateral Trustee as “secured party” and describing the Collateral in the filing offices set forth opposite such Grantor’s name on Schedule 5.4 hereof (as such schedule may be amended or supplemented from time to time), the security interest of the Bank Collateral Trustee in all Collateral that can be perfected by the filing of a financing statement under the Uniform Commercial Code as in effect in the applicable any jurisdiction will constitute a valid, perfected, first priority lien Lien subject in the case of priority only, to any Permitted Liens with respect to Collateral. Each agreement purporting to give the Bank Collateral Trustee Control over any Collateral is effective to establish the BankCollateral Trustee’s Control of the Collateral subject thereto; (b) to the extent perfection or priority of the security interest therein is not subject to Article 9 of the UCC, upon recordation of the security interests granted hereunder in Patents, Trademarks, U.S. Copyrights and exclusive Copyright Licenses in the applicable intellectual property registries, including but not limited to the United States Patent and Trademark Office and the United States Copyright Office, the security interests granted to the Bank Collateral Trustee hereunder shall constitute valid, perfected, first priority Liens (subject, in the case of priority only, to Permitted Prior Liens); (c) no authorization, consent, approval or other action by (other than any authorization, consent, approval, action which has been received or taken)by, and no notice to or filing with, any Governmental Authority, Gaming Authority, Authority or regulatory body or any other Person, (other than any notice which has been given) Person is required for either (i) the pledge or grant by any Grantor of the Liens purported to be created in favor of the Bank Collateral Trustee hereunder or (ii) the exercise by Bank Collateral Trustee of any rights or remedies in respect of any Collateral (whether specifically granted or created hereunder or created or provided for by applicable law), except (A) for the filings contemplated by clause (a) above and (B) as may be required, in connection with the disposition of any Investment Related Property, by laws generally affecting the offering and sale of Securities, and (C) as may be required by any Gaming Authority; and (d) each Grantor is in compliance with its obligations under Section 4 hereof.

Status of Security Interest. (a) upon the filing of financing statements naming each Grantor as “debtor” and the Bank Collateral Agent as “secured party” and describing the Collateral in the filing offices set forth opposite such Grantor’s name on Schedule 5.4 hereof (as such schedule Schedule may be amended or supplemented from time to time), the security interest of the Bank Collateral Agent in all Collateral that can be perfected by the filing of a financing statement under the Uniform Commercial Code as in effect in the applicable jurisdiction of such Grantor’s formation will constitute a valid, perfected, first priority lien subject to any Permitted Liens Second Priority Lien with respect to such Collateral. Each agreement purporting to give the Bank Collateral Agent (or its agent) Control over any Collateral that complies with the requirements of the UCC with respect to Control is effective to establish the BankCollateral Agent’s (or its agent’s) Control of the Collateral subject thereto; (b) to the extent perfection or priority of the security interest therein is not subject to Article 9 of the UCC, upon proper recordation of the security interests granted hereunder in Patents, Trademarks, and Copyrights and exclusive Copyright Licenses constituting Collateral registered in the United States in the applicable intellectual property registries, including but not limited to registries of the United States Patent and Trademark Office and the United States Copyright Office, as applicable, and payment of applicable fees, the security interests granted to the Bank Collateral Agent hereunder in such Patents, Trademarks, and Copyrights constituting Collateral registered in the United States shall constitute valid, perfected, first priority Liens (subject, in the case of priority only, to Permitted Prior Second Priority Liens); (c) no authorization, consent, approval or other action by (other than any authorization, consent, approval, action which has been received or taken)by, and no notice to or filing with, any Governmental Authority, Gaming Authority, Authority or regulatory body or any other Person, (other than any notice which has been given) Person is required for either (i) the pledge or grant by any Grantor of the Liens purported to be created in favor of the Bank Collateral Agent hereunder or (ii) the exercise by Bank the Collateral Agent of any rights or remedies in respect of any Collateral in the United States (whether specifically granted or created hereunder or created or provided for by applicable law), except (A) for the filings contemplated by clause (aSection 4.4(c), Section 5.4(a) above and or Section 5.4(b), (B) with respect to the ability of the Collateral Agent to obtain direct payment from a Governmental Authority, compliance with the Assignment of Claims Act, (C) as may be required, in connection with the disposition of any Investment Related Property, by laws generally affecting the offering and sale of Securities, Securities and (CD) with respect to the Collateral Agent’s ability to transfer Pledged Equity Interests in any Person that has a United States facility security clearance after the occurrence of an event of default, such reports, filings, authorizations or consents to, from or of the United States government as may be required for the United States government to examine whether any foreign ownership control or influence (FOCI) exists, within the meaning of such term as used in the NISPOM; (d) to the extent permitted by any Gaming Authoritythe Federal Assignment of Claims Act, the payments due to a Grantor under each Government Contract can be assigned to the Collateral Agent by complying with the provisions of the Federal Assignment of Claims Act; and (de) each Grantor is in compliance with its obligations under Section 4 hereof.

Status of Security Interest. (a) upon Upon the filing of financing statements naming each Grantor as “debtor” and the Bank Lender as “secured party” and describing the Collateral in the filing offices set forth opposite such Grantor’s name on Schedule 5.4 hereof (as such schedule may be amended or supplemented from time to time), the security interest of the Bank Lender in all Collateral that can be perfected by the filing of a financing statement under the Uniform Commercial Code as in effect in the applicable jurisdiction where such filing is made will constitute a valid, perfected, first priority lien subject to any Permitted Liens with respect to Collateral. Each agreement purporting to give the Bank Control over any Collateral is effective to establish the Bank’s Control of the Collateral subject thereto; (b) to the extent perfection or priority of the security interest therein is not subject to Article 9 of the UCC, upon recordation of the security interests granted hereunder in Patents, Trademarks, Copyrights and exclusive Copyright Licenses in the applicable intellectual property registries, including but not limited to the United States Patent and Trademark Office and the United States Copyright Office, the security interests granted to the Bank hereunder shall constitute valid, perfected, first priority Liens (Lien subject, in the case of priority only, to any Permitted Prior Liens);Liens with respect to Collateral. This Agreement and delivery by or on behalf of Grantor of possession of the Pledged Stock, endorsed as provided in Section 4.1 hereof, to Lender pursuant to this Agreement is effective to establish the Lender’s Control of the Collateral subject thereto; and (cb) no No authorization, consent, approval or other action by (other than any authorization, consent, approval, action which has been received or taken)by, and no notice to or filing with, any Governmental Authority, Gaming Authority, Authority or regulatory body or any other Person, (other than any notice which has been given) Person is required for either (i) the pledge or grant by any Grantor of the Liens purported to be created in favor of the Bank Lender hereunder or (ii) the exercise by Bank Lender of any rights or remedies in respect of any Collateral (whether specifically granted or created hereunder or created or provided for by applicable law), except (A) for the filings contemplated by clause (a) above and above, (B) those that have been obtained prior to the date of determination, (C) as may be required, in connection with the disposition of any Investment Related PropertyPledged Stock, by laws generally affecting the offering and sale of Securities, and (CD) as may be required by in connection with the exercise of voting and consensual rights with respect to, and any Gaming Authority; and (d) each Grantor is in compliance with its obligations Transfer of any of the Pledged Shares under Section 4 hereofapplicable Change of Control Laws.

Status of Security Interest. (a) upon the filing of financing statements naming each Grantor as “debtor” and the Bank Notes Collateral Trustee as “secured party” and describing the Collateral in the filing offices set forth opposite such Grantor’s name on Schedule 5.4 hereof (as such schedule may be amended or supplemented from time to time), the security interest of the Bank Notes Collateral Trustee in all Collateral that can be perfected by the filing of a financing statement under the Uniform Commercial Code as in effect in the applicable any jurisdiction will constitute a valid, perfected, first priority lien Lien in such Collateral, subject in the case of priority only, to any Permitted Notes Collateral Liens, Permitted Liens, and Liens with respect to Collateralon North America ABL Priority Collateral securing North America ABL Obligations. Each agreement purporting to give the Bank Notes Collateral Trustee Control over any Collateral is effective to establish the BankNotes Collateral Trustee’s Control of the Collateral subject theretothereto and the Intercreditor Agreement; (b) to the extent perfection or priority of the security interest therein is not subject to Article 9 of the UCC, upon recordation of the security interests granted hereunder in registered Patents, registered Trademarks, registered Copyrights and exclusive Copyright Licenses in the applicable intellectual property registries, including but not limited to the United States Patent and Trademark Office and the United States Copyright Office, the security interests granted hereunder to the Bank Notes Collateral Trustee hereunder shall constitute valid, perfected, first priority Liens (subject, in the case of priority only, to Permitted Prior Notes Collateral Liens, Permitted Liens and Liens on North America ABL Priority Collateral securing North America ABL Obligations); (c) no authorization, consent, approval or other action by (other than any authorization, consent, approval, action which has been received or taken)by, and no notice to or filing with, any Governmental Authority, Gaming Authority, Authority or regulatory body or any other Person, (other than any notice which has been given) Person is required for either (i) the pledge or grant by any Grantor of the Liens purported to be created in favor of the Bank Notes Collateral Trustee hereunder or (ii) subject to the Intercreditor Agreement and the Collateral Trust Agreement, the exercise by Bank Notes Collateral Trustee of any rights or remedies in respect of any Collateral (whether specifically granted or created hereunder or created or provided for by applicable law), except (A) for the filings contemplated by clause (a) above and clause (b) above, and (B) as may be required, in connection with the disposition of any Investment Related Property, by laws generally affecting the offering and sale of Securities, and (C) as may be required by any Gaming Authority; and (d) each Grantor is in compliance with its obligations under Section 4 hereof.

Status of Security Interest. (a) upon Upon the filing of financing statements naming each Grantor the Borrower as “debtor” and the Bank Collateral Agent as “secured party” and describing the Collateral in the filing offices set forth opposite such Grantorthe Borrower’s name on Schedule 5.4 hereof (as such schedule may be amended or supplemented from time to time), the security interest of the Bank Collateral Agent in all Collateral that can be perfected by the filing of a financing statement under the Uniform Commercial Code as in effect in the applicable any jurisdiction will constitute a valid, perfected, first first-priority lien subject Lien, subject, in the case of priority only, to any Permitted Liens with respect to Collateral. Each agreement purporting to give the Bank Collateral Agent Control over any Collateral is effective to establish the BankCollateral Agent’s Control of the Collateral subject thereto; (b) to the extent perfection or priority of the security interest therein is not subject to Article 9 of the UCC, upon recordation (if any) of the security interests granted hereunder in Patents, Trademarks, Copyrights and exclusive Copyright Licenses in the applicable intellectual property registries, including but not limited to the United States Patent and Trademark Office and the United States Xxxxxxxxx Xxxxxx xxx xxx Xxxxxx Xxxxxx Copyright Office, the security interests granted to the Bank Collateral Agent hereunder shall constitute valid, perfected, first first-priority Liens (subject, in the case of priority only, to Permitted Prior Liens); (c) no authorization, consent, approval or other action by (other than any authorization, consent, approval, action which has been received or taken)by, and no notice to or filing with, any Governmental Authority, Gaming Authority, Authority or regulatory body or any other Person, (other than any notice which has been given) Person is required for either (i) the pledge or grant by any Grantor the Borrower of the Liens purported to be created in favor of the Bank Collateral Agent hereunder or (ii) the exercise by Bank Collateral Agent of any rights or remedies in respect of any Collateral (whether specifically granted or created hereunder or created or provided for by applicable law), except (A) for the filings contemplated by clause (aSections 5.4(a) and 5.4(b) above and (B) as may be required, in connection with the disposition of any Investment Related PropertyProperty included in the Collateral, by laws generally affecting the offering and sale of Securities, and (C) as may be required by any Gaming Authority; and (d) each Grantor the Borrower is in compliance with its obligations under Section 4 hereof.

Status of Security Interest. (a) upon Upon the filing of financing statements naming each Grantor as “debtor” and the Bank Collateral Agent as “secured party” and describing the Collateral in the filing offices set forth opposite such Grantor’s name on Schedule 5.4 hereof (as such schedule may be amended or supplemented from time to time), the security interest of the Bank Collateral Agent, for the ratable benefit of the Secured Parties, in all Collateral that can be perfected by the filing of a financing statement under the Uniform Commercial Code as in effect in the applicable any jurisdiction will constitute a valid, perfected, first second priority lien Liens subject only to the Liens of the First Lien Collateral Agent and any other Permitted Liens with respect to CollateralLiens. Each agreement purporting to give the Bank Collateral Agent Control over any Collateral is effective to establish the BankCollateral Agent’s Control of the Collateral subject thereto; (b) to the extent perfection or priority of the security interest therein is not subject to Article 9 of the UCC, upon recordation of the security interests granted hereunder in Patentsregistered Patents and Patent applications registered Trademarks and Trademark applications, Trademarks, registered Copyrights and exclusive Copyright Licenses for registered works owned by (or for such Copyright Licenses granted to) any Grantor in the applicable intellectual property registries, including but not limited to the United States Patent and Trademark Office and the United States Copyright Office, the security interests granted to the Bank Collateral Agent hereunder shall constitute valid, perfected, first second priority Liens (subject, in the case of priority only, to Liens of the First Lien Collateral Agent and any other Permitted Prior Liens);; and (c) no authorization, consent, authorization or approval or other action by (other than any authorization, consent, approval, action which has been received or taken)by, and no notice to or filing with, any Governmental Authority, Gaming Authority, governmental authority or regulatory body or any other Person, (other than any notice which has been given) third party is required for (i) the pledge or grant by any such Grantor of the Liens purported to be created in favor of the Bank security interest granted hereunder or for the execution, delivery or performance of this Agreement by such Grantor, (ii) the perfection or maintenance of the security interest created hereunder to the extent such perfection is required hereunder (including the second priority nature of such security interest, subject to any Liens of the First Lien Collateral Agent and any other Permitted Liens), except for the filing of financing and continuation statements under the UCC in accordance with Section 5.4(a), the recordation of the Intellectual Property Security Agreements referred to in Section 4.3 with the U.S. Patent and Trademark Office and the U.S. Copyright Office, which Agreements are in proper form for the filing and registration therein, and the actions described in Section 4.2 with respect to Collateral subject to Control requirements, which actions have been taken and are in full force and effect, or (iii) the exercise by Bank the Collateral Agent of any its voting or other rights provided for in this Agreement or the remedies in respect of any the Collateral (whether specifically granted or created hereunder or created or provided for by applicable law)pursuant to this Agreement, except (A) for the filings contemplated by clause (a) above and (B) as may be required, required in connection with the disposition of any Investment Related Property, portion of the Pledged Equity Interests by laws generally affecting the offering and sale of Securities, and (C) as may be required by any Gaming Authority; and (d) each Grantor is in compliance with its obligations under Section 4 hereofsecurities generally.

Status of Security Interest. (a) upon the filing of financing statements naming each Grantor as “debtor” and the Bank Notes Collateral Agent as “secured party” and describing the Collateral in the filing offices set forth opposite such Grantor’s name on Schedule 5.4 hereof (as such schedule may be amended or supplemented from time to time), the security interest of the Bank Notes Collateral Agent in all Collateral that can be perfected by the filing of a financing statement under the Uniform Commercial Code as in effect in the applicable jurisdiction of the filing office set forth opposite such Grantor’s name on Schedule 5.4 will constitute a valid, perfected, first priority lien Lien in such Collateral, subject to any Permitted Notes Collateral Liens, Permitted Liens with respect to Collateral. Each agreement purporting to give and ABL Liens and the Bank Control over any Collateral is effective to establish the Bank’s Control of the Collateral subject theretoIntercreditor Agreement; (b) to the extent perfection or priority of the security interest therein in any United States Intellectual Property constituting part of the Collateral is not subject to Article 9 of the UCC, upon recordation of the security interests granted hereunder in Patents, Trademarks, Copyrights and exclusive Copyright Licenses in the applicable intellectual property registriesregistries in the United States, including but not limited to the United States Patent and Trademark Office and the United States Copyright Office, the security interests granted to the Bank Notes Collateral Agent hereunder in such Collateral shall constitute valid, perfected, first priority Liens (subject, in the case of priority only, subject to Permitted Prior Notes Collateral Liens, the ABL Liens and the Intercreditor Agreement); (c) no authorization, consent, approval or other action by (other than any authorization, consent, approval, action which has been received or taken)by, and no notice to or filing with, any Governmental Authority, Gaming Authority, Authority or regulatory body or any other Person, (other than any notice which has been given) Person is required for either (i) the pledge or grant by any Grantor of the Liens purported to be created in favor of the Bank Notes Collateral Agent hereunder or (ii) subject to the Intercreditor Agreement, the exercise by Bank Notes Collateral Agent of any rights or remedies in respect of any Collateral (whether specifically granted or created hereunder or created or provided for by applicable law), except (A) for the filings and recordations contemplated by clause clauses (a) above and (b) above, (B) the actions taken pursuant to Section 4 above, (C) as may be required, in connection with the disposition of any Investment Related Property, by laws generally affecting the offering and sale of Securities, (D) such authorizations, consents, approvals, actions, notices or filings as have been made or obtained and are in full force and effect and (CE) such authorizations, consents, approvals, actions, notices or filings the failure of which to be obtained would not reasonably be expected to have a material adverse effect on the value of the Collateral, taken as may be required by any Gaming Authority; anda whole, or on the rights and remedies (taken as a whole) of the Notes Collateral Agent in relation thereto; (d) each Grantor is in compliance with its obligations under Section 4 hereofhereof in all material respects. (e) The Grantor shall file on behalf of the Notes Collateral Agent, for the benefit of the Secured Parties, any initial financing statements in the relevant jurisdiction set forth on Schedule 5.4 hereof to perfect the security interests in the Collateral that can be perfected by the filing of a financing statement and shall provide the Notes Collateral Agent with a copy of such filed financing statements.

Status of Security Interest. (a) upon the filing of financing statements naming each Grantor as “debtor” and the Bank Collateral Agent as “secured party” and describing the Collateral in the filing offices set forth opposite such Grantor’s name on Schedule 5.4 hereof (as such schedule may be amended or supplemented from time to time), the security interest of the Bank Collateral Agent in all Collateral that can be perfected by the filing of a financing statement under the Uniform Commercial Code as in effect in any jurisdiction or similar document under any similar legislation such as the applicable jurisdiction Personal Property Security Act of any Canadian province will constitute a valid, perfected, first First Priority Liens subject in the case of priority lien subject only, to any Permitted Liens with respect to such Collateral. Each agreement purporting to give the Bank Collateral Agent Control over any Collateral is effective to establish the BankCollateral Agent’s Control of the Collateral subject thereto; (b) to the extent perfection or priority of the security interest therein is not subject to Article 9 of the UCC, upon recordation of the security interests granted hereunder in Patents, Trademarks, Copyrights and exclusive Copyright Licenses in the applicable intellectual property registries, including but not limited to the United States Patent and Trademark Office and the United States Copyright Office, the security interests granted to the Bank Collateral Agent hereunder shall constitute valid, perfected, first priority Liens (First Priority Liens, subject, in the case of priority only, to any Permitted Prior Liens);Liens with respect to such Collateral; and (c) no authorization, consent, approval or other action by (other than any authorization, consent, approval, action which has been received or taken)by, and no notice to or filing with, any Governmental Authority, Gaming Authority, Authority or regulatory body or any other Person, (other than any notice which has been given) is required for (i) the pledge or grant by any Grantor of the Liens purported to be created in favor of the Bank hereunder or (ii) the exercise by Bank of any rights or remedies in respect of any Collateral (whether specifically granted or created hereunder or created or provided for by applicable law)Agent hereunder, except (A) for the filings contemplated by clause clauses (a) above and arid (b) above, (B) as may be required, in connection with the disposition of any Investment Related Property, by laws generally affecting the offering and sale of Securities, Securities and (C) as may be required by pursuant to any Gaming Authority; and (d) each agreement between any Grantor is and any Governmental Authority in compliance connection with its obligations under Section 4 hereofrestrictions on assignment contained in any such agreement.

Status of Security Interest. (a) upon the filing of financing statements naming each the Grantor as “debtor” and the Bank Collateral Agent as “secured party” and describing the Collateral in the filing offices set forth opposite such the Grantor’s name on Schedule 5.4 hereof (as such schedule may be amended or supplemented from time to time), the security interest of the Bank Collateral Agent in all Collateral that can be perfected by the filing of a financing statement under the Uniform Commercial Code as in effect in the applicable any jurisdiction will constitute a valid, perfected, second priority (or, following the Discharge of the First Priority Obligations, first priority) Lien in favor of the Collateral Agent subject in the case of priority lien subject only, to any Permitted Liens with respect to Collateral. Each agreement purporting to give the Bank Collateral Agent Control over any Collateral is effective effec- tive to establish the BankCollateral Agent’s Control of the Collateral subject thereto; (b) to the extent perfection or priority of the security interest therein is not subject to Article 9 of the UCC, upon recordation of the security interests granted hereunder in Patents, Trademarks, Copyrights and exclusive Copyright Licenses in the applicable intellectual property registries, including but not limited to the United States Patent and Trademark Office and the United States Copyright Office, the security interests granted to the Bank Collateral Agent hereunder shall constitute valid, perfected, second priority (or, following the Discharge of the First Priority Obligations, first priority priority) Liens (subject, in the case of priority only, to Permitted Prior Liens); (c) no authorization, consent, approval or other action by (other than any authorization, consent, approval, action which has been received or taken)by, and no notice to or filing with, any Governmental Authority, Gaming Authority, Authority or regulatory body or any other Person, (other than any notice which has been given) Person is required for either (i) the pledge or grant by any the Grantor of the Liens purported to be created in favor of the Bank Collateral Agent hereunder or (ii) the exercise by Bank Collateral Agent of any rights or remedies in respect of any Collateral (whether specifically granted or created hereunder or created or provided for by applicable law), except (A) for the filings contemplated by clause (a) above and above, (B) as may be required, in connection with the disposition of any Investment Related Property, by laws generally affecting the offering and sale of Securities, Securities and (C) as may be required by any Gaming Authorityconsents needed to transfer the servicing under any servicing agreement to any successor servicer; and (d) each the Grantor is in compliance with its obligations under Section 4 hereof.. 5.5