Common use of No Conflicts, Consents, etc Clause in Contracts

No Conflicts, Consents, etc. Neither the execution and delivery hereof by each Pledgor nor the consummation of the transactions herein contemplated nor the fulfillment of the terms hereof (i) violates any Operative Agreement of such Pledgor or any issuer of Pledged Securities, (ii) violates the terms of any agreement, indenture, mortgage, deed of trust, equipment lease, instrument or other document to which such Pledgor is a party, or by which it is bound or to which any of its properties or assets are subject, which violation would, individually or in the aggregate, have a Collateral Material Adverse Effect, (iii) conflicts with any Requirement of Law applicable to any such Pledgor or its property, which conflict would, individually or in the aggregate, have a Collateral Material Adverse Effect, or (iv) results in or requires the creation or imposition of any Lien (other than the Lien contemplated hereby or by the Indentures or any of the other Collateral Documents) upon or with respect to any of the property now owned or hereafter acquired by such Pledgor. No consent of any party (including, without limitation, equityholders or creditors of such Pledgor) and no consent, authorization, approval, license or other action by, and no notice to or filing with, any Governmental Authority or regulatory body or other Person (other than as may be required by applicable Gaming Laws) is required (A) for the granting of Liens to the Collateral Agent by such Pledgor on the Pledged Collateral pursuant to this Agreement which have not been obtained or for the execution, delivery or performance hereof by such Pledgor, (B) for the exercise by the Collateral Agent of the voting or other rights provided for in this Agreement or (C) for the exercise by the Collateral Agent of the remedies in respect of the Pledged Collateral pursuant to this Agreement. Subject to the provisions of Section 11.17 hereof, in the event that the Collateral Agent desires to exercise any remedies, voting or consensual rights or attorney-in-fact powers set forth in this Agreement and determines it necessary to obtain any approvals or consents of any Governmental Authority or any other Person therefor, then, upon the reasonable request of the Collateral Agent, such Pledgor agrees to use its best efforts to assist and aid the Collateral Agent to obtain as soon as practicable any necessary approvals or consents for the exercise of any such remedies, rights and powers.

No Conflicts, Consents, etc. Neither the execution and delivery hereof of this Agreement by each Pledgor nor the consummation of the transactions herein contemplated nor the fulfillment of the terms hereof (i) violates any Operative Agreement charter or by-laws or other organizational document of such Pledgor or any issuer of Pledged Securities, (ii) violates the terms of any agreement, indenture, mortgage, deed of trust, equipment lease, instrument or other document to which such Pledgor is a party, or by which it is may be bound or to which any of its properties or assets are may be subject, which violation would, individually or in the aggregate, conflict would have a Collateral Material Adverse Effect, or a material adverse effect on the value of the Pledged Collateral or an adverse effect on the security interests hereunder, (iii) conflicts with any Requirement of Law law, order, rule or regulation applicable to any such Pledgor of any Governmental Authority having jurisdiction over Pledgor or its property, which conflict would, individually or in the aggregate, have a Collateral Material Adverse Effect, or (iv) results in or requires the creation or imposition of any Lien (other than the Lien contemplated hereby or by the Indentures or any of the other Collateral Documentshereby) upon or with respect to any of the property now owned or hereafter acquired by such Pledgor. No consent of any party (including, without limitation, equityholders or creditors of such PledgorPledgor or any account debtor under a Receivable) and no consent, authorization, approval, license or other action by, and no notice to or filing with, any Governmental Authority or regulatory body or other Person (other than as may be required by applicable Gaming Laws) is required for (Ax) for the granting pledge by Pledgor of Liens to the Collateral Agent by such Pledgor on the Pledged Collateral pledged by it pursuant to this Agreement which have not been obtained or for the execution, delivery or performance hereof of this Agreement by such Pledgor, (By) for the exercise by the Collateral Administrative Agent of the voting or other rights provided for in this Agreement or (Cz) for the exercise by the Collateral Administrative Agent of the remedies in respect of the Pledged Collateral pursuant to this AgreementAgreement except for the filings contemplated hereby. Subject to the provisions of Section 11.17 hereof, in In the event that the Collateral Administrative Agent desires to exercise any remedies, voting or consensual rights or attorney-in-fact powers set forth in this Agreement and determines it reasonably necessary to obtain any approvals or consents of any Governmental Authority or any other Person therefor, then, upon the reasonable request of the Collateral Administrative Agent, such Pledgor agrees to use its best efforts to assist and aid the Collateral Administrative Agent to obtain as soon as practicable any reasonably necessary approvals or consents for the exercise of any such remedies, rights and powers.

No Conflicts, Consents, etc. Neither the execution and delivery hereof by each Pledgor nor the consummation of the transactions herein contemplated nor the fulfillment of the terms hereof (i) violates any Operative Agreement of such Pledgor or any issuer of Pledged SecuritiesExcept as set forth in Schedule 4.9 annexed hereto, (ii) violates the terms of any agreement, indenture, mortgage, deed of trust, equipment lease, instrument or other document to which such Pledgor is a party, or by which it is bound or to which any of its properties or assets are subject, which violation would, individually or in the aggregate, have a Collateral Material Adverse Effect, (iii) conflicts with any Requirement of Law applicable to any such Pledgor or its property, which conflict would, individually or in the aggregate, have a Collateral Material Adverse Effect, or (iv) results in or requires the creation or imposition of any Lien (other than the Lien contemplated hereby or by the Indentures or any of the other Collateral Documents) upon or with respect to any of the property now owned or hereafter acquired by such Pledgor. No no consent of any party (including, without limitation, includ­ing equityholders or creditors of such Pledgor) and no consent, authorization, approval, license or other action by, and no notice to or filing with, any Governmental Authority or regulatory body or other Person (other than as may be required by applicable Gaming Laws) person is required (A) for the granting of Liens to the Collateral Agent pledge by such Pledgor on of the Pledged Collateral pledged by it as of the date hereof and after giving effect to the transactions contemplated by any Credit Document and the BRP Acquisition Agreement pursuant to this Agreement which have not been obtained or for the execution, delivery or performance hereof by such Pledgor, (B) for the exercise by the Collateral Administrative Agent of the voting or other rights provided for in this Agreement or (C) for the exercise by the Collateral Administrative Agent of the remedies in respect of the Pledged Collateral pledged by such Pledgor as of the Closing Date pursuant to this Agreement. Subject Agreement and after giving effect to the provisions transactions contemplated by any Credit Document and the BRP Acquisition Agreement except in each case, for those consents, authorizations, approval, licenses, other actions, notices or filings, the failure of Section 11.17 hereofwhich to obtain or complete could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. In the event that the Collateral Administrative Agent desires to exercise any remedies, voting or consensual rights or attorney-in-fact powers set forth in this Agreement and determines it necessary to obtain any approvals or consents of any Governmental Authority or any other Person person therefor, then, upon the reasonable request of the Collateral Administrative Agent, such Pledgor agrees to use its best commercially reasonable efforts to assist and aid the Collateral Administrative Agent to obtain as soon as practicable any necessary approvals or consents for the exercise of any such remedies, rights and powers.

No Conflicts, Consents, etc. Neither the execution and delivery hereof of this Agreement by each Pledgor nor the consummation of the transactions herein contemplated nor the fulfillment of the terms hereof (i) violates any Operative Agreement charter or by-laws or other organizational document of such Pledgor or any issuer of Pledged Securities, (ii) violates the terms of any agreement, indenture, mortgage, deed of trust, equipment lease, instrument or other document to which such Pledgor is a party, or by which it is may be bound or to which any of its properties or assets are may be subject, which violation would, individually or in the aggregate, conflict would have a material adverse effect on Coaxial or a material adverse effect on the value of the Pledged Collateral Material Adverse Effector an adverse effect on the security interests hereunder, (iii) conflicts with any Requirement of Law law, order, rule or regulation applicable to Pledgor of any such governmental authority having jurisdiction over Pledgor or its property, which conflict would, individually or in the aggregate, have a Collateral Material Adverse Effect, or (iv) results in or requires the creation or imposition of any Lien (other than the Lien contemplated hereby or by the Indentures or any of the other Collateral Documentshereby) upon or with respect to any of the property now owned or hereafter acquired by such Pledgor. No consent of any party (including, without limitation, equityholders or creditors of such PledgorPledgor or any account debtor under a Receivable) and no consent, authorization, approval, license or other action by, and no notice to or filing with, any Governmental Authority governmental authority or regulatory body or other Person (other than as may be required by applicable Gaming Laws) is required for (Ax) for the granting pledge by Pledgor of Liens to the Collateral Agent by such Pledgor on the Pledged Collateral pledged by it pursuant to this Agreement which have not been obtained or for the execution, delivery or performance hereof of this Agreement by such Pledgor, (By) for the exercise by the Collateral Agent Trustee of the voting or other rights provided for in this Agreement or (Cz) for the exercise by the Collateral Agent Trustee of the remedies in respect of the Pledged Collateral pursuant to this Agreement. Subject to the provisions of Section 11.17 hereof, in In the event that the Collateral Agent Trustee desires to exercise any remedies, voting remedies or consensual rights or attorney-in-fact powers set forth in this Agreement and determines it necessary to obtain any approvals or consents of any Governmental Authority governmental authority or any other Person therefor, then, upon the reasonable request of the Collateral AgentTrustee, such Pledgor agrees to use its reasonable best efforts to assist and aid the Collateral Agent Trustee to obtain as soon as practicable any necessary approvals or consents for the exercise of any such remedies, rights and powers.

No Conflicts, Consents, etc. Neither the execution and delivery hereof by each Pledgor Issuer nor the consummation of the transactions herein contemplated nor the fulfillment of the terms hereof (i) violates any Operative Agreement of such Pledgor or any issuer of Pledged SecuritiesIssuer, (ii) violates the terms of any agreement, indenture, mortgage, deed of trust, equipment lease, instrument or other document to which such Pledgor any Issuer is a party, or by which it is may be bound or to which any of its properties or assets are may be subject, which violation would, individually or in the aggregate, have a Collateral Material Adverse Effect, (iii) conflicts with any Requirement of Law applicable to any such Pledgor Issuer or its property, which conflict would, individually or in the aggregate, have a Collateral Material Adverse Effect, or (iv) results in or requires the creation or imposition of any Lien (other than the Lien Liens contemplated hereby or by the Indentures or any of the other Collateral Documentshereby) upon or with respect to any of the property now owned or hereafter acquired by such Pledgorany Issuer. No consent of any party (including, without limitation, equityholders or creditors of such Pledgorany Issuer) and no consent, authorization, approval, license or other action by, and no notice to or filing with, any Governmental Authority or regulatory body or other Person (other than as may be required by applicable Gaming Laws) is required (A) for the granting pledge by each Issuer of Liens to the Collateral Agent pledged by such Pledgor on the Pledged Collateral it pursuant to this Agreement which have not been obtained or for the execution, delivery or performance hereof by such Pledgoreach Issuer, except as set forth in Schedule 4.10 attached hereto, (B) for the exercise by the Collateral Agent of the voting or other rights provided for in this Agreement or (C) for the exercise by the Collateral Agent of the remedies in respect of the Pledged Collateral pursuant to this Agreement. Subject to the provisions of Section 11.17 hereof, in In the event that the Collateral Agent desires to exercise any remedies, voting or consensual rights or attorney-in-fact and powers set forth in this Agreement and determines it necessary to obtain any approvals or consents of any Governmental Authority or any other Person therefor, then, upon the reasonable request of the Collateral Agent, such Pledgor each Issuer agrees to use its best efforts to assist and aid the Collateral Agent to obtain as soon as practicable any necessary approvals or consents for the exercise of any such remedies, rights and powers.

No Conflicts, Consents, etc. Neither the execution and delivery hereof by each Pledgor the Company nor the consummation of the transactions herein contemplated nor the fulfillment of the terms hereof (i) violates any Operative Agreement of such Pledgor or any issuer of Pledged Securitiesthe Company, (ii) violates the terms of any agreement, indenture, mortgage, deed of trust, equipment lease, instrument or other document to which such Pledgor the Company is a party, or by which it is may be bound or to which any of its properties or assets are may be subject, which violation would, individually or in the aggregate, have a Collateral Material Adverse Effect, (iii) conflicts with any Requirement of Law applicable to any such Pledgor the Company or its property, which conflict would, individually or in the aggregate, have a Collateral Material Adverse Effect, or (iv) results in or requires the creation or imposition of any Lien (other than the Lien Liens contemplated hereby or by the Indentures or any of the other Collateral Documentshereby) upon or with respect to any of the property now owned or hereafter acquired by such Pledgorthe Company. No consent of any party (including, without limitation, equityholders or creditors of such Pledgorthe Company) and no consent, authorization, approval, license or other action by, and no notice to or filing with, any Governmental Authority or regulatory body or other Person (other than as may be required by applicable Gaming Laws) is required (A) for the granting pledge by the Company of Liens to the Collateral Agent by such Pledgor on the Pledged Collateral pledged by it pursuant to this Agreement which have not been obtained or for the execution, delivery or performance hereof by such Pledgorthe Company, except as set forth in Schedule 4.10 attached hereto, (B) for the exercise by the Collateral Agent of the voting or other rights provided for in this Agreement or (C) for the exercise by the Collateral Agent of the remedies in respect of the Pledged Collateral pursuant to this Agreement. Subject to the provisions of Section 11.17 hereof, in In the event that the Collateral Agent desires to exercise any remedies, voting or consensual rights or attorney-in-fact and powers set forth in this Agreement and determines it necessary to obtain any approvals or consents of any Governmental Authority or any other Person therefor, then, upon the reasonable request of the Collateral Agent, such Pledgor the Company agrees to use its best efforts to assist and aid the Collateral Agent to obtain as soon as practicable any necessary approvals or consents for the exercise of any such remedies, rights and powers.

No Conflicts, Consents, etc. Neither the execution and delivery hereof by each Pledgor nor the consummation of the transactions herein contemplated nor the fulfillment of the terms hereof (i) violates any Operative Agreement of such Pledgor or any issuer of Pledged SecuritiesExcept as set forth in Schedule 4.9 annexed hereto, (ii) violates the terms of any agreement, indenture, mortgage, deed of trust, equipment lease, instrument or other document to which such Pledgor is a party, or by which it is bound or to which any of its properties or assets are subject, which violation would, individually or in the aggregate, have a Collateral Material Adverse Effect, (iii) conflicts with any Requirement of Law applicable to any such Pledgor or its property, which conflict would, individually or in the aggregate, have a Collateral Material Adverse Effect, or (iv) results in or requires the creation or imposition of any Lien (other than the Lien contemplated hereby or by the Indentures or any of the other Collateral Documents) upon or with respect to any of the property now owned or hereafter acquired by such Pledgor. No no consent of any party (including, without limitation, including equityholders or creditors of such Pledgor) and no consent, authorization, approval, license or other action by, and no notice to or filing with, any Governmental Authority or regulatory body or other Person (other than as may be required by applicable Gaming Laws) person is required (A) for the granting of Liens to the Collateral Agent pledge by such Pledgor on of the Pledged Collateral pledged by it as of the date hereof and after giving effect to the transactions contemplated by any Credit Document and the BRP Acquisition Agreement pursuant to this Agreement which have not been obtained or for the execution, delivery or performance hereof by such Pledgor, (B) for the exercise by the Collateral Administrative Agent of the voting or other rights provided for in this Agreement or (C) for the exercise by the Collateral Administrative Agent of the remedies in respect of the Pledged Collateral pledged by such Pledgor as of the Closing Date pursuant to this Agreement and after giving effect to the transactions contemplated by any Credit Document and the BRP Acquisition Agreement. Subject to the provisions of Section 11.17 hereof, in In the event that the Collateral Administrative Agent desires to exercise any remedies, voting or consensual rights or attorney-in-fact powers set forth in this Agreement and determines it necessary to obtain any approvals or consents of any Governmental Authority or any other Person person therefor, then, upon the reasonable request of the Collateral Administrative Agent, such Pledgor agrees to use its best commercially reasonable efforts to assist and aid the Collateral Administrative Agent to obtain as soon as practicable any necessary approvals or consents for the exercise of any such remedies, rights and powers.

No Conflicts, Consents, etc. Neither the execution and delivery hereof by each Pledgor nor the consummation of the transactions herein contemplated nor the fulfillment of the terms hereof (i) violates any Operative Agreement of such Pledgor or any issuer of Pledged Securities, (ii) violates the terms of any agreement, indenture, mortgage, deed of trust, equipment lease, instrument or other document to which such Pledgor is a party, or by which it is may be bound or to which any of its properties or assets are may be subject, which violation would, individually or in the aggregate, have a Collateral Material Adverse Effect, (iii) conflicts with any Requirement of Law applicable to any such Pledgor or its property, which conflict would, individually or in the aggregate, have a Collateral Material Adverse Effect, or (iv) results in or requires the creation or imposition of any Lien (other than the Lien contemplated hereby or by the Indentures or any of the other Collateral Documentshereby) upon or with respect to any of the property now owned or hereafter acquired by such Pledgor. No Except as set forth in Schedule 4.13 annexed hereto or indicated on Schedule 7 of the Perfection Certificate, no consent of any party (including, without limitation, equityholders or creditors of such Pledgor) and no consent, authorization, approval, license or other action by, and no notice to or filing with, any Governmental Authority or regulatory body or other Person (other than as may be required by applicable Gaming Laws) is required (A) for the granting of Liens to the Collateral Agent pledge by such Pledgor on of the Pledged Collateral pledged by it pursuant to this Agreement which have not been obtained or for the execution, delivery or performance hereof by such PledgorPledgor and no consent, authorization, approval or license by any Governmental Authority or regulatory body or other Person is required (BA) for the exercise by the Collateral Agent of the voting or other rights provided for in this Agreement or (CB) for the exercise by the Collateral Agent of the remedies in respect of the Pledged Collateral pursuant to this Agreement. Subject to the provisions of Section 11.17 hereof, in In the event that the Collateral Agent desires to exercise any remedies, voting or consensual rights or attorney-in-fact powers set forth in this Agreement following the occurrence and during the continuance of an Event of Default and determines it necessary to obtain any approvals or consents of any Governmental Authority or any other Person therefor, then, upon the reasonable request of the Collateral Agent, such Pledgor agrees to use its best commercially reasonable efforts to assist and aid the Collateral Agent to obtain as soon as practicable any necessary approvals or consents for the exercise of any such remedies, rights and powers.

No Conflicts, Consents, etc. Neither the execution and delivery hereof of this Agreement by each Pledgor nor the consummation of the transactions herein contemplated nor the fulfillment of the terms hereof (i) violates any Operative Agreement the certificate of such incorporation or by-laws of Pledgor or any the issuer of the Pledged Securities, (ii) violates the terms of any agreement, indenture, mortgage, deed of trust, equipment lease, instrument or other document to which such Pledgor is a party, or by which it is may be bound or to which any of its properties or assets are may be subject, which violation would, individually or in the aggregate, conflict would have a material adverse effect on the value of the Securities Collateral taken as a whole or an adverse effect on the Lien and security interests granted hereunder (a "Material Adverse Effect"), (iii) conflicts with violates any Requirement of Law law, order, rule or regulation applicable to Pledgor of any such Governmental Authority having jurisdiction over Pledgor or its property, which conflict would, individually or in the aggregate, would have a Collateral Material Adverse Effect, or (iv) results in or requires the creation or imposition of any Lien (other than the Lien contemplated hereby or by the Indentures or any of the other Collateral Documentscreated hereby) upon or with respect to any of the property Securities Collateral now owned or hereafter acquired by such Pledgor. No consent of any party (including, without limitation, equityholders or creditors of such Pledgor) and no consent, authorization, approval, license or other action by, and no notice to or filing with, any Governmental Authority or regulatory body or other Person (other than as may be required by applicable Gaming Laws) is required for (Ax) for the granting pledge by Pledgor of Liens to the Securities Collateral Agent pledged by such Pledgor on the Pledged Collateral it pursuant to this Agreement which have not been obtained or for the execution, delivery or performance hereof of this Agreement by such Pledgor, (By) for the exercise by the Collateral Agent of the voting or other rights provided for in this Agreement or (Cz) for the exercise by the Collateral Agent of the remedies in respect of the Pledged Securities Collateral pursuant to this Agreement, other than such consents as have been obtained and the filing of financing statements with filing offices listed in Annex A hereto. Subject to the provisions of Section 11.17 hereof, in In the event that the Collateral Agent desires to exercise any remedies, voting or consensual rights or attorney-in-fact powers set forth in this Agreement and determines it necessary to obtain any approvals or consents of any approvals or consents of any Governmental Authority or any other Person therefor, then, upon the reasonable request of the Collateral Agent, such Pledgor agrees to use its best commercially reasonable efforts to assist and aid the Collateral Agent to obtain as soon as practicable any necessary approvals or consents for the exercise of any such remedies, rights and powers.

No Conflicts, Consents, etc. Neither the execution and delivery hereof of this Agreement by each Pledgor nor the consummation of the transactions herein contemplated nor the fulfillment of the terms hereof (i) violates any Operative Agreement charter or by-laws or other organizational document of such Pledgor or any issuer of Pledged Securities, (ii) violates the terms of any agreement, indenture, mortgage, deed of trust, equipment lease, instrument or other document to which such Pledgor is a party, or by which it is may be bound or to which any of its properties or assets are may be subject, which violation would, individually or in the aggregate, conflict would have a Collateral Material Adverse Effect, or a material adverse effect on the value of the Pledged Collateral or an adverse effect on the security interests hereunder, (iii) conflicts with any Requirement of Law law, order, rule or regulation applicable to any such Pledgor of any Governmental Authority having jurisdiction over such Pledgor or its property, which conflict would, individually or in the aggregate, have a Collateral Material Adverse Effect, or (iv) results in or requires the creation or imposition of any Lien (other than the Lien contemplated hereby or by the Indentures or any of the other Collateral Documentshereby) upon or with respect to any of the property now owned or hereafter acquired by such Pledgor. No consent of any party (including, without limitation, equityholders or creditors of such PledgorPledgor or any account debtor under a Receivable) and no consent, authorization, approval, license or other action by, and no notice to or filing with, any Governmental Authority or regulatory body or other Person (other than as may be required by applicable Gaming Laws) is required for (Ax) for the granting of Liens to the Collateral Agent pledge by such Pledgor on of the Pledged Collateral pledged by it pursuant to this Agreement which have not been obtained or for the execution, delivery or performance hereof of this Agreement by such Pledgor, (By) for the exercise by the Collateral Administrative Agent of the voting or other rights provided for in this Agreement or (Cz) for the exercise by the Collateral Administrative Agent of the remedies in respect of the Pledged Collateral pursuant to this AgreementAgreement except for the filings contemplated hereby. Subject to the provisions of Section 11.17 hereof, in In the event that the Collateral Administrative Agent desires to exercise any remedies, voting or consensual rights or attorney-in-fact powers set forth in this Agreement and determines it reasonably necessary to obtain any approvals or consents of any Governmental Authority or any other Person therefor, then, upon the reasonable request of the Collateral Administrative Agent, such Pledgor agrees to use its best efforts to assist and aid the Collateral Administrative Agent to obtain as soon as practicable any reasonably necessary approvals or consents for the exercise of any such remedies, rights and powers.

No Conflicts, Consents, etc. Neither the execution and delivery hereof by each Pledgor nor the consummation of the transactions herein contemplated nor the fulfillment of the terms hereof (i) violates any Operative Agreement of such Pledgor or any issuer of Pledged Securities, (ii) violates the terms of any agreement, indenture, mortgage, deed of trust, equipment lease, instrument or other document to which such Pledgor is a party, or by which it is bound or to which any of its properties or assets are subject, which violation would, individually or in the aggregate, have a Collateral Material Adverse Effect, (iii) conflicts with any Requirement of Law applicable to any such Pledgor or its property, which conflict would, individually or in the aggregate, have a Collateral Material Adverse Effect, or (iv) results in or requires the creation or imposition of any Lien (other than the Lien contemplated hereby or by the Indentures or any of the other Collateral Documents) upon or with respect to any of the property now owned or hereafter acquired by such Pledgor. No consent of any party (including, without limitation, equityholders equity holders or creditors of such Pledgor) and no consent, authorization, approval, license or other action by, and no notice to or filing with, any Governmental Authority or regulatory body or other Person (other than as may be required by applicable Gaming Laws) person is required (A) for the granting of Liens to the Collateral Agent pledge by such Pledgor on of the Pledged Collateral pledged by it as of the date hereof, or before or after the completion of all the Transaction Steps, pursuant to this Agreement which have not been obtained or for the execution, delivery or performance hereof by such Pledgor, (B) for the exercise by the Collateral Administrative Agent of the voting or other rights provided for in this Agreement or (C) for the exercise by the Collateral Administrative Agent of the remedies in respect of the Pledged Collateral pursuant to this Agreement. Subject pledged by such Pledgor as of the Closing Date and after giving effect to the provisions transactions contemplated by the BRP Acquisition Agreement, the Steps Memorandum, and any Credit Document, except in each case, for those consents, authorizations, approval, licenses, other actions, notices or filings, the failure of Section 11.17 hereofwhich to obtain or complete could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. In the event that the Collateral Administrative Agent desires to exercise any remedies, voting or consensual rights or attorney-in-fact powers set forth in this Agreement and determines it necessary to obtain any approvals or consents of any Governmental Authority or any other Person person therefor, then, upon the reasonable request of the Collateral Administrative Agent, such Pledgor agrees to use its best commercially reasonable efforts to assist and aid the Collateral Administrative Agent to obtain as soon as practicable any necessary approvals or consents for the exercise of any such remedies, rights and powers.

No Conflicts, Consents, etc. Neither the execution and delivery hereof by each Pledgor nor the consummation of the transactions herein contemplated nor the fulfillment of the terms hereof (i) violates any Operative Agreement of such Pledgor or any issuer of Pledged Securities, (ii) violates the terms of any agreement, indenture, mortgage, deed of trust, equipment lease, instrument or other document to which such Pledgor is a party, or by which it is may be bound or to which any of its properties or assets are may be subject, except for such infringement, violation or conflict which violation would, individually or in the aggregate, could not be reasonably expected to have a Collateral Material Adverse Effect, (iii) conflicts with any Requirement of Law applicable to any such Pledgor or its property, which conflict would, individually or in the aggregate, have a Collateral Material Adverse Effect, or (iv) results in or requires the creation or imposition of any Lien (other than the Lien contemplated hereby or by the Indentures or any of the other Collateral Documentshereby) upon or with respect to any of the property now owned or hereafter acquired by such Pledgor. No consent of any party (including, without limitation, equityholders or creditors of such PledgorPledgor or any account debtor under an Account) and no consent, authorization, approval, license or other action by, and no notice to or filing with, any Governmental Authority or regulatory body or other Person (other than as may be required by applicable Gaming Laws) is required for (A) for the granting of Liens to the Collateral Agent pledge by such Pledgor on of the Pledged Collateral pledged by it pursuant to this Agreement which have not been obtained or for the execution, delivery or performance hereof by such Pledgor, except as set forth in Schedule 4.14 annexed hereto, (B) for the exercise by the Collateral Agent of the voting or other rights provided for in this Agreement or (C) for the exercise by the Collateral Agent of the remedies in respect of the Pledged Collateral pursuant to this Agreement. Subject With respect to each consent, authorization, approval, license or other action described in Schedule 4.14 annexed hereto, such Pledgor shall use its commercially reasonable efforts to cause the counterparty with respect thereto to deliver such consent, authorization, approval or license or otherwise cause such other action to be taken within 30 days after the date hereof or otherwise in accordance with Section 4.03 of the Credit Agreement; provided, however, that such Pledgor shall in no event be required to pay or cause to be paid any remuneration to any such counterparty in order to obtain such consent, authorization, approval or licenses to the provisions of Section 11.17 hereof, in extent that it would be commercially unreasonable so to do. In the event that the Collateral Agent desires to exercise any remedies, voting or consensual rights or attorney-in-fact powers set forth in this Agreement and determines it necessary to obtain any approvals or consents of any Governmental Authority or any other Person therefor, then, upon the reasonable request of the Collateral Agent, such Pledgor agrees to use its best commercially reasonable efforts to assist and aid the Collateral Agent to obtain as soon as practicable any necessary approvals or consents for the exercise of any such remedies, rights and powers.

No Conflicts, Consents, etc. Neither the execution and delivery hereof by each Pledgor nor the consummation of the transactions herein contemplated nor the fulfillment of the terms hereof (i) violates any Operative Agreement of such Pledgor or any issuer of Pledged Securities, (ii) violates the terms of any agreement, indenture, mortgage, deed of trust, equipment lease, instrument or other document to which such Pledgor is a party, or by which it is may be bound or to which any of its properties or assets are may be subject, which violation would, individually or in the aggregate, have a Collateral Material Adverse Effect, (iii) conflicts with any Requirement of Law applicable to any such Pledgor or its property, which conflict would, individually property or in the aggregate, have a Collateral Material Adverse Effectassets, or (iv) results in or requires the creation or imposition of any Lien (other than the Lien contemplated hereby or by the Indentures or any of the other Collateral Documentshereby) upon or with respect to any of the property or assets now owned or hereafter acquired by such Pledgor. No consent of any party (including, without limitation, equityholders or creditors of such PledgorPledgor or any account debtor under an Account) and no consent, authorization, approval, license or other action by, and no notice to or filing with, any Governmental Authority or regulatory body or other Person (other than as may be required by applicable Gaming Laws) is required for (A) for the granting of Liens to the Collateral Agent pledge by such Pledgor on of the Pledged Collateral pledged by it pursuant to this Agreement which have not been obtained or for the execution, delivery or performance hereof by such Pledgor, except as set forth in Schedule 4.15 annexed hereto, (B) for the exercise by the Collateral Agent of the voting or other rights provided for in this Agreement or (C) for the exercise by the Collateral Agent of the remedies in respect of the Pledged Collateral pursuant to this Agreement. Subject With respect to each consent, authorization, approval, license or other action described in Schedule 4.15 annexed hereto, such Pledgor shall use its best efforts to cause the counterparty with respect thereto to deliver such consent, authorization, approval or license or otherwise cause such other action to be taken within 30 days after the date hereof; provided, however, that such Pledgor shall in no event be required to pay or cause to be paid any remuneration to any such counterparty in order to obtain such consent, authorization, approval or licenses to the provisions of Section 11.17 hereof, in extent that it would be commercially unreasonable so to do. In the event that the Collateral Agent desires to exercise any remedies, voting or consensual rights or attorney-in-fact powers set forth in this Agreement and determines it necessary to obtain any approvals or consents of any Governmental Authority or any other Person therefor, then, upon the reasonable request of the Collateral Agent, such Pledgor agrees to use its best efforts to assist and aid the Collateral Agent to obtain as soon as practicable any necessary approvals or consents for the exercise of any such remedies, rights and powers.

No Conflicts, Consents, etc. Neither the execution and delivery hereof by each Pledgor nor the consummation of the transactions herein contemplated nor the fulfillment of the terms hereof (i) violates any Operative Agreement of such Pledgor or any issuer of Pledged Securities, (ii) violates the terms of any agreement, indenture, mortgage, deed of trust, equipment lease, instrument or other document to which such Pledgor is a party, or by which it is may be bound or to which any of its properties or assets are may be subject, except for such infringement, violation or conflict which violation would, individually or in the aggregate, could not be reasonably expected to have a Collateral Material Adverse Effect, (iii) conflicts with any Requirement of Law applicable to any such Pledgor or its property, which conflict would, individually or in the aggregate, have a Collateral Material Adverse Effect, or (iv) results in or requires the creation or imposition of any Lien (other than the Lien contemplated hereby or by the Indentures or any of the other Collateral Documentshereby) upon or with respect to any of the property now owned or hereafter acquired by such Pledgor. No consent of any party (including, without limitation, equityholders or creditors of such PledgorPledgor or any account debtor under an Account) and no consent, authorization, approval, license or other action by, and no notice to or filing with, any Governmental Authority or regulatory body or other Person (other than as may be required by applicable Gaming Laws) is required for (A) for the granting of Liens to the Collateral Agent pledge by such Pledgor on of the Pledged Collateral pledged by it pursuant to this Agreement which have not been obtained or for the execution, delivery or performance hereof by such Pledgor, except as set forth in Schedule 4.15 annexed hereto, (B) for the exercise by the Collateral Agent of the voting or other rights provided for in this Agreement or (C) for the exercise by the Collateral Agent of the remedies in respect of the Pledged Collateral pursuant to this Agreement. Subject With respect to each consent, authorization, approval, license or other action described in Schedule 4.15 annexed hereto, such Pledgor shall use its commercially reasonable efforts to cause the counterparty with respect thereto to deliver such consent, authorization, approval or license or otherwise cause such other action to be taken within 30 days after the date hereof; provided, however, that such Pledgor shall in no event be required to pay or cause to be paid any remuneration to any such counterparty in order to obtain such consent, authorization, approval or licenses to the provisions of Section 11.17 hereof, in extent that it would be commercially unreasonable so to do. In the event that the Collateral Agent desires to exercise any remedies, voting or consensual rights or attorney-in-fact powers set forth in this Agreement and determines it necessary to obtain any approvals or consents of any Governmental Authority or any other Person therefor, then, upon the reasonable request of the Collateral Agent, such Pledgor agrees to use its best commercially reasonable efforts to assist and aid the Collateral Agent to obtain as soon as practicable any necessary approvals or consents for the exercise of any such remedies, rights and powers.

No Conflicts, Consents, etc. Neither the execution and delivery hereof of this Agreement by each Pledgor nor the consummation of the transactions herein contemplated nor the fulfillment of the terms hereof (i) violates any Operative Agreement charter or by-laws or other organizational document of such Pledgor or any issuer of Pledged SecuritiesIssuing Entity, (ii) violates the terms of any agreement, indenture, mortgage, deed of trust, equipment lease, instrument or other document to which such Pledgor is a party, or by which it is may be bound or to which any of its properties or assets are may be subject, which violation would, individually or in the aggregate, conflict would have a material adverse effect on the value of the Pledged Collateral Material Adverse Effector an adverse effect on the Lien on and security interests granted hereunder, (iii) conflicts with any Requirement of Law law, order, rule or regulation applicable to any such Pledgor of any Governmental Authority having jurisdiction over such Pledgor or its property, which conflict would, individually or in the aggregate, have a Collateral Material Adverse Effect, or (iv) results in or requires the creation or imposition of any Lien (other than the Lien contemplated hereby or by the Indentures or any of the other Collateral Documentshereby) upon or with respect to any of the property now owned or hereafter acquired by such Pledgor. No Except for such consents as have been obtained, no consent of any party (including, without limitation, equityholders or creditors of such PledgorPledgor or any Account Debtor) and no consent, authorization, approvalap- proval, license or other action by, and no notice to or filing with, any Governmental Authority or regulatory body or other Person (other than as may be required by applicable Gaming Laws) is required for (Ax) for the granting of Liens to the Collateral Agent pledge by such Pledgor on of the Pledged Collateral pledged by it pursuant to this Agreement which have not been obtained or for the execution, delivery or performance hereof of this Agreement by such PledgorPledgor (except for the filing of financing statements necessary to perfect Liens), (By) for except as may be provided in the Intercreditor Agreement, the exercise by the Collateral Agent Trustee of the voting or other rights provided for in this Agreement or (Cz) for except as may be provided in the Intercreditor Agreement, the exercise by the Collateral Agent Trustee of the remedies in respect of the Pledged Collateral pursuant to this AgreementAgreement (provided that any exercise of remedies is subject to applicable bankruptcy and insolvency laws and general principles of equity). Subject to the provisions of Section 11.17 hereof, in In the event that the Collateral Agent Trustee desires to exercise any remedies, voting or consensual rights or attorney-in-fact powers set forth in this Agreement and determines it necessary to obtain any approvals or consents of any Governmental Authority or any other Person therefor, then, upon the reasonable request of the Collateral AgentTrustee, such Pledgor agrees to use its best efforts to assist and aid the Collateral Agent Trustee to obtain as soon as practicable any necessary approvals or consents for the exercise of any such remedies, rights and powers.. 143 -15-

No Conflicts, Consents, etc. Neither the execution and delivery hereof by each Pledgor nor the consummation of the transactions herein contemplated nor the fulfillment of the terms hereof (i) violates any Operative Agreement of such Pledgor or relating to any issuer of Pledged Securities, (ii) violates the terms of any agreement, indenture, mortgage, deed of trust, equipment lease, instrument or other document to which such Pledgor or Landmark is a party, or by which it is either of them may be bound or to which any of its properties or assets are may be subject, which violation would, individually or in the aggregate, have a Collateral Material Adverse Effect, (iii) conflicts with any Requirement of Law applicable to any such Pledgor or its Landmark or their respective property, which conflict would, individually or in the aggregate, have a Collateral Material Adverse Effect, or (iv) results in or requires the creation or imposition of any Lien (other than the Lien contemplated hereby or by the Indentures or any of the other Collateral Documentshereby) upon or with respect to any of the property now owned or hereafter acquired by such PledgorPledgor or Landmark. No consent of any party (including, without limitation, equityholders stockholders or creditors of such PledgorPledgor or Landmark) and no consent, authorization, approval, license or other action by, and no notice to or filing with, any Governmental Authority or regulatory body or other Person (other than as may be required by applicable Gaming Laws) is required (A) for the granting pledge by Pledgor of Liens to the Collateral Agent by such Pledgor on the Pledged Collateral pledged by it pursuant to this Agreement which have not been obtained or for the execution, delivery or performance hereof by such Pledgor, (B) for the exercise by the Collateral Agent Secured Party of the voting or other rights provided for in this Agreement or (C) for the exercise by the Collateral Agent Secured Party of the remedies in respect of the Pledged Collateral pursuant to this Agreement. Subject to the provisions of Section 11.17 hereof, other than, in the case of (A) only, the filing of the financing statements noted on Schedule B hereto. In the event that the Collateral Agent Secured Party desires to exercise any remedies, voting or consensual rights or attorney-in-fact powers set forth in this Agreement upon the occurrence and during the continuance of an Event of Default and determines it necessary to obtain any approvals or consents of any Governmental Authority or any other Person therefor, then, upon the reasonable request of the Collateral AgentSecured Party, such Pledgor agrees to use its best efforts to assist and aid the Collateral Agent Secured Party to obtain as soon as practicable any necessary approvals or consents for the exercise of any such remedies, rights and powers.