Third Amended and Restated Security Agreement



 Exhibit 10.53 
 THIRD AMENDED AND RESTATED SECURITY AGREEMENT 
 This THIRD AMENDED AND RESTATED SECURITY AGREEMENT
dated as of February 28, 2006, is made by ELDORADO RESORTS LLC, a Nevada limited liability company (“Grantor”), in favor of Bank of America, N.A., as Administrative Agent for the ratable benefit of the Banks that are party to the Loan
Agreement referred to below, and the Secured Party referred to below, with reference to the following facts: 
 RECITALS 
 A. Pursuant to the Third Amended and Restated Loan Agreement dated as of February 28, 2006 among Grantor, each lender from time to time party hereto
(collectively, the “Banks” and individually, a “Bank”), and Bank of America, N.A., as Issuing Bank and Administrative Agent (as originally executed or as it may from time to time be supplemented, modified, amended, restated or
extended, the “Loan Agreement”), certain credit facilities are being made available to Grantor. 
 B. As a condition of the
availability of such credit facilities, Grantor is required to enter into this Agreement to amend and restate the Second Amended and Restated Security Agreement dated as of June 29, 2001, entered into by Grantor in connection with the Existing
Loan Agreement and to grant security interests to Secured Party as herein provided to secure Grantor’s obligations under the Loan Documents. 
 AGREEMENT 
 NOW, THEREFORE, in order to induce Secured Party to extend the aforementioned credit facilities, and for other
good and valuable consideration, the receipt and adequacy of which hereby is acknowledged, Grantor hereby represents, warrants, covenants, agrees, assigns and grants as follows: 
 1. Definitions. This Agreement is the Security Agreement referred to in the Loan Agreement and is one of the “Loan Documents” referred
to in the Loan Agreement. Terms defined in the Loan Agreement and not otherwise defined in this Agreement shall have the meanings defined for those terms in the Loan Agreement. Terms defined in the Nevada Commercial Code and not otherwise defined in
this Agreement or in the Loan Agreement shall have the meanings defined for those terms in the Nevada Commercial Code. In addition, as used in this Agreement, the following terms shall have the meanings respectively set forth after each: 

“Agreement” means this Third Amended and Restated Security Agreement, and any extensions, modifications, renewals,
restatements, supplements or amendments hereof. 
 “Collateral” means and includes all present and future
right, title and interest of Grantor in or to any Property or assets whatsoever, and all rights and powers of Grantor to transfer any interest in or to any Property or assets whatsoever, including, without limitation, any and all of the
following Property: 
 (a) All present and future accounts, accounts receivable, agreements, contracts, leases, contract
rights, payment intangibles, rights to payment, instruments, documents, chattel paper (whether tangible or electronic), security agreements, 

  

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guaranties, letters of credit, letter-of-credit rights, undertakings, surety bonds, insurance policies (whether or not required by the terms of the Loan
Documents), notes and drafts, and all forms of obligations owing to Grantor or in which Grantor may have any interest, however created or arising, and whether or not earned by performance; 
 (b) All present and future general intangibles, all tax refunds of every kind and nature to which Grantor now or hereafter may become
entitled, however arising, all other refunds, and all deposits, reserves, loans, royalties, cost savings, deferred payments, goodwill, choses in action, commercial tort claims, liquidated damages, rights to indemnification, trade secrets, computer
programs, software, customer lists, trademarks (including any applications therefor), trade names, service marks, patents (including any applications therefor), licenses, copyrights (including any applications therefor), technology, processes,
proprietary information and insurance proceeds of which Grantor is a beneficiary; 
 (c) Whether characterized as accounts,
general intangibles or otherwise, and subject to the provisions of the other Loan Documents, all rents (including, without limitation, prepaid rents, fixed, additional and contingent rents), issues, profits, receipts, earnings, revenue, income,
security deposits, occupancy charges, hotel room charges, cabana charges, casino revenues, show ticket revenues, food and beverage revenues, room service revenues, merchandise sales revenues, parking, maintenance, common area, tax, insurance,
utility and service charges and contributions, green fees, cart rental fees, instruction fees, membership charges, restaurant, snack bar and pro shop revenues; 
 (d) All present and future deposit accounts of Grantor, including, without limitation, any demand, time, savings, passbook or like
account maintained by Grantor with any bank, savings and loan association, credit union or like organization, and all money, Cash and Cash Equivalents of Grantor, whether or not deposited in any such deposit account; 
 (e) All present and future books and records, including, without limitation, books of account and ledgers of every kind and nature,
all electronically recorded data relating to Grantor or its business, all receptacles and containers for such records, and all files and correspondence; 
 (f) All present and future goods, including, without limitation, all consumer goods, farm products, inventory, equipment, gaming devices and associated equipment as defined in Nevada Revised Statutes
Chapter 463, machinery, tools, molds, dies, furniture, furnishings, fixtures, trade fixtures, motor vehicles and all other goods used in connection with or in the conduct of Grantor’s business; 
 (g) All present and future inventory and merchandise, including, without limitation, all present and future goods held for sale or
lease or to be furnished under a contract of service, all raw materials, work in process and finished goods, all 

  

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packing materials, supplies and containers relating to or used in connection with any of the foregoing, and all bills of lading, warehouse receipts or
documents of title relating to any of the foregoing; 
 (h)(i) All membership interests and other equity ownership interests
of Grantor in Eldorado Limited Liability Company, a Nevada limited liability company (the “Pledged Securities”) and all certificates, instruments or other documents now or hereafter representing or evidencing any Pledged Securities;
(ii) any and all equity interests now or hereafter issued in substitution, exchange or replacement therefor, or with respect thereto, (iii) any and all warrants, options or other rights to subscribe to or acquire any additional equity
interests in Eldorado Limited Liability Company, (iv) any and all equity interests (and the certificates or other written evidences representing such equity interests and any interests of Grantor in the entries on the books of any financial
intermediary pertaining thereto), hereafter acquired by Grantor in Eldorado Limited Liability Company, and (v) any and all proceeds and products of any of the foregoing and any and all collections, dividends, distributions, redemption payments
or liquidation payments with respect to any of the foregoing. 
 (i) All present and future stocks, investment property,
bonds, debentures, securities (whether certificated or uncertificated), security entitlements, securities accounts, commodity contracts, commodity accounts, subscription rights, options, warrants, puts, calls, certificates, partnership interests,
limited liability company membership or other equity interests, joint venture interests, certificates of deposit, Investments and/or brokerage accounts and all rights, preferences, privileges, dividends, distributions, redemption payments, or
liquidation payments with respect thereto; 
 (j) All present and future accessions, appurtenances, components, repairs,
repair parts, spare parts, replacements, substitutions, additions, issue and/or improvements to or of or with respect to any of the foregoing; 
 (k) All other tangible and intangible Property of Grantor; 
 (l) All rights, remedies, powers
and/or privileges of Grantor with respect to any of the foregoing; and 
 (m) Any and all proceeds and products of any of the
foregoing, including, without limitation, all money, accounts, payment intangibles, general intangibles, deposit accounts, promissory notes, documents, instruments, certificates of deposit, chattel paper, investment property, letter-of-credit
rights, goods, insurance proceeds, and any other tangible or intangible property. 
 “Secured Obligations”
means any and all present and future Obligations of any type or nature of Grantor arising under or relating to the Loan Documents or any one or more of them, whether due or to become due, matured or unmatured, liquidated or unliquidated, or
contingent or noncontingent, including Obligations of performance as well as Obligations of payment, and including interest that accrues after the commencement of any bankruptcy or insolvency proceeding by or against Grantor or any
other Person. 
  

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 “Secured Party” means the Administrative Agent (for itself and in its
capacity as Administrative Agent), the Issuing Bank, the Banks, any party to an Approved Swap Agreement that is an Affiliate of a Bank, and each of them, and any one or more of them. Subject to the terms of the Loan Agreement, any right, remedy,
privilege or power of Secured Party may be exercised by the Administrative Agent, or by the Majority Banks, or by any Bank acting with the consent of the Majority Banks. 
 2. Further Assurances. At any time and from time to time at the request of Secured Party, Grantor shall execute and deliver to Secured Party all such financing statements and other instruments and documents in
form and substance satisfactory to Secured Party as shall be necessary or desirable to fully perfect, when filed and/or recorded, Secured Party’s security interests granted pursuant to Section 3 of this Agreement. At any time and from time
to time, Secured Party shall be entitled to file and/or record any or all such financing statements, instruments and documents held by it, and any or all such further financing statements, documents and instruments, and to take all such other
actions, as Secured Party may deem appropriate to perfect and to maintain perfected the security interests granted in Section 3 of this Agreement. Before and after the occurrence of any Event of Default, at Secured Party’s request, Grantor
shall execute and deliver all such further financing statements, instruments and documents, and shall do all such further acts and things, as may be deemed necessary or desirable by Secured Party to create and perfect, and to continue and preserve,
an indefeasible security interest in the Collateral in favor of Secured Party, or the priority thereof. With respect to any Collateral consisting of certificated securities, investment property, letter-of-credit rights, chattel paper, deposit
accounts, instruments, documents, certificates of title or the like, as to which Secured Party’s security interest need be perfected by, or the priority thereof need be assured by, possession or control of such Collateral, Grantor will upon
demand of Secured Party deliver possession or control of the same to Secured Party. With respect to any Collateral consisting of securities, instruments, partnership, membership or joint venture interests, investment property or the like, Grantor
hereby consents and agrees that the issuers of, or obligors on, any such Collateral, or any registrar or transfer agent or trustee for any such Collateral, shall be entitled to accept the provisions of this Agreement as conclusive evidence of the
right of Secured Party to effect any transfer or exercise any right hereunder or with respect to any such Collateral, notwithstanding any other notice or direction to the contrary heretofore or hereafter given by Grantor or any other Person to such
issuers or such obligors or to any such registrar or transfer agent or trustee. 
 3. Security Agreement. For valuable consideration,
Grantor hereby assigns and pledges to Secured Party, and grants to Secured Party a security interest in, all presently existing and hereafter acquired Collateral, as security for the timely payment and performance of the Secured Obligations, and
each of them. This Agreement is a continuing and irrevocable agreement and all the rights, powers, privileges and remedies hereunder shall apply to any and all Secured Obligations, including those arising under successive transactions which shall
either continue the Secured Obligations, increase or decrease them, or from time to time create new Secured Obligations after all or any prior Secured Obligations have been satisfied, and notwithstanding the bankruptcy of Grantor or any other Person
or any other event or proceeding affecting any Person. 
  

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 4. Grantor’s Representations, Warranties and Agreements. Except as otherwise disclosed
to Secured Party in writing concurrently herewith, Grantor represents, warrants and agrees that: (a) Grantor will pay, prior to delinquency, all taxes, charges, Liens and assessments against the Collateral, except such as are expressly
permitted by the Loan Agreement or are timely contested in good faith and Grantor has established and maintains adequate reserves for the payment of the same, and upon Grantor’s failure to pay or so contest such taxes, charges, Liens and
assessments, Secured Party at its option may pay any of them, and Secured Party shall be the sole judge of the legality or validity thereof and the amount necessary to discharge the same; (b) the Collateral will not be used for any unlawful
purpose or in violation of any Law, regulation or ordinance, nor used in any way that will void or impair any insurance required to be carried in connection therewith; (c) Grantor will, to the extent consistent with good business practice, keep
the Collateral in reasonably good repair, working order and condition, and from time to time make all needful and proper repairs, renewals, replacements, additions and improvements thereto and, as appropriate and applicable, will otherwise deal with
the Collateral in all such ways as are considered good practice by owners of like Property; (d) Grantor will take all reasonable steps to preserve and protect the Collateral; (e) Grantor will maintain, with responsible insurance companies,
insurance covering the Collateral against such insurable losses as is required by the Loan Agreement and as is consistent with sound business practice, and will cause Secured Party to be designated as an additional insured and loss payee with
respect to such insurance, will obtain the written agreement of the insurers that such insurance shall not be cancelled, terminated or materially modified to the detriment of Secured Party without at least 30 days prior written notice to Secured
Party, and will furnish copies of such insurance policies or certificates to Secured Party promptly upon request therefor; and (f) Grantor will promptly notify Secured Party in writing in the event of any substantial or material damage to the
Collateral from any source whatsoever, and, except for the disposition of collections and other proceeds of the Collateral permitted by Section 6 hereof, Grantor will not remove or permit to be removed any part of the Collateral from its
place of business without the prior written consent of Secured Party, except for such items of the Collateral as are removed in the ordinary course of business or in connection with any transaction or disposition otherwise permitted by the
Loan Documents. 
 5. Secured Party’s Rights Re Collateral. At any time (whether or not an Event of Default has occurred),
without notice or demand and at the expense of Grantor, Secured Party may, to the extent it may be necessary or desirable to protect the security hereunder, but Secured Party shall not be obligated to: (a) enter upon any premises on which
Collateral is situated and examine the same or (b) perform any obligation of Grantor under this Agreement or any obligation of any other Person under the Loan Documents. At any time and from time to time, at the expense of Grantor, Secured
Party may, to the extent it may be necessary or desirable to protect the security hereunder, but Secured Party shall not be obligated to: (i) notify obligors on the Collateral that the Collateral has been assigned to Secured Party;
(ii) at any time and from time to time request from obligors on the Collateral, in the name of Grantor or in the name of Secured Party, information concerning the Collateral and the amounts owing thereon; and (iii) cause the Collateral to
be registered in the name of Secured Party, as legal owner. Grantor shall maintain books and records pertaining to the Collateral in such detail, form and scope as Secured Party shall reasonably require consistent with Secured Party’s 

  

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interests hereunder. Grantor shall at any time at Secured Party’s request mark the Collateral and/or Grantor’s ledger cards, books of account and
other records relating to the Collateral with appropriate notations satisfactory to Secured Party disclosing that they are subject to Secured Party’s security interests. Secured Party shall at all reasonable times on reasonable notice have full
access to and the right to audit any and all of Grantor’s books and records pertaining to the Collateral, and to confirm and verify the value of the Collateral and to do whatever else Secured Party reasonably may deem necessary or desirable to
protect its interests; provided, however, that any such action which involves communicating with customers of Grantor shall be carried out by Secured Party through Grantor’s independent auditors unless Secured Party shall then
have the right directly to notify obligors on the Collateral as provided in Section 9. Secured Party shall be under no duty or obligation whatsoever to take any action to preserve any rights of or against any prior or other parties in
connection with the Collateral, to exercise any voting rights or managerial rights with respect to any Collateral, whether or not an Event of Default shall have occurred, or to make or give any presentments, demands for performance, notices of
non-performance, protests, notices of protests, notices of dishonor or notices of any other nature whatsoever in connection with the Collateral or the Secured Obligations. Secured Party shall be under no duty or obligation whatsoever to take any
action to protect or preserve the Collateral or any rights of Grantor therein, or to make collections or enforce payment thereon, or to participate in any foreclosure or other proceeding in connection therewith. 
 6. Collections on the Collateral. Except as otherwise provided in any Loan Document, Grantor shall have the right to use and to continue to
make collections on and receive dividends and other proceeds of all of the Collateral in the ordinary course of business so long as no Event of Default shall have occurred and be continuing. Upon the occurrence and during the continuance of an Event
of Default, at the option of Secured Party, except as prohibited by applicable Law Grantor’s right to make collections on and receive dividends and other proceeds of the Collateral and to use or dispose of such collections and proceeds shall
terminate, and any and all dividends, proceeds and collections, including all partial or total prepayments, then held or thereafter received on or on account of the Collateral will be held or received by Grantor in trust for Secured Party and
immediately delivered in kind to Secured Party. Any remittance received by Grantor from any Person shall be presumed to relate to the Collateral and to be subject to Secured Party’s security interests. Upon the occurrence and during the
continuance of an Event of Default, Secured Party shall have the right at all times to receive, receipt for, endorse, assign, deposit and deliver, in the name of Secured Party or in the name of Grantor, any and all checks, notes, drafts and other
instruments for the payment of money constituting proceeds of or otherwise relating to the Collateral; and Grantor hereby authorizes Secured Party to affix, by facsimile signature or otherwise, the general or special endorsement of it, in such
manner as Secured Party shall deem advisable, to any such instrument in the event the same has been delivered to or obtained by Secured Party without appropriate endorsement, and Secured Party and any collecting bank are hereby authorized to
consider such endorsement to be a sufficient, valid and effective endorsement by Grantor, to the same extent as though it were manually executed by the duly authorized officer of Grantor, regardless of by whom or under what circumstances or by what
authority such facsimile signature or other endorsement actually is affixed, without duty of inquiry or responsibility as to such matters, and Grantor hereby expressly waives demand, presentment, protest and notice of protest or dishonor and all
other notices of every kind and nature with respect to any such instrument. 
  

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 7. Possession of Collateral by Secured Party. All the Collateral now, heretofore or hereafter
delivered to Secured Party shall be held by Secured Party in its possession, custody and control. Any or all of the Collateral delivered to Secured Party may be held in an interest bearing or non-interest bearing account, in Secured Party’s
sole and absolute discretion, and Secured Party may, in its discretion, apply any such interest to payment of the Secured Obligations. Nothing herein shall obligate Secured Party to invest any Collateral or obtain any particular return thereon. Upon
the occurrence and during the continuance of an Event of Default, whenever any of the Collateral is in Secured Party’s possession, custody or control, Secured Party may use, operate and consume the Collateral, whether for the purpose of
preserving and/or protecting the Collateral, or for the purpose of performing any of Grantor’s obligations with respect thereto, or otherwise. Secured Party may at any time deliver or redeliver the Collateral or any part thereof to Grantor, and
the receipt of any of the same by Grantor shall be complete and full acquittance for the Collateral so delivered, and Secured Party thereafter shall be discharged from any liability or responsibility therefor. So long as Secured Party exercises
reasonable care with respect to any Collateral in its possession, custody or control, Secured Party shall have no liability for any loss of or damage to such Collateral, and in no event shall Secured Party have liability for any diminution in value
of Collateral occasioned by economic or market conditions or events. Secured Party shall be deemed to have exercised reasonable care within the meaning of the preceding sentence if the Collateral in the possession, custody or control of Secured
Party is accorded treatment substantially equal to that which Secured Party accords its own property, it being understood that Secured Party shall not have any responsibility for (a) ascertaining or taking action with respect to calls,
conversions, exchanges, maturities, tenders or other matters relating to any Collateral, whether or not Secured Party has or is deemed to have knowledge of such matters, or (b) taking any necessary steps to preserve rights against any Person
with respect to any Collateral. 
 8. Events of Default. There shall be an Event of Default hereunder upon the occurrence and during
the continuance of an Event of Default under the Loan Agreement. 
 9. Rights Upon Event of Default. Upon the occurrence and during
the continuance of an Event of Default, Secured Party shall have, in any jurisdiction where enforcement hereof is sought, in addition to all other rights and remedies that Secured Party may have under applicable Law or in equity or under this
Agreement (including, without limitation, all rights set forth in Section 6 hereof) or under any other Loan Document, all rights and remedies of a secured party under the Uniform Commercial Code as enacted in any jurisdiction, and, in
addition, the following rights and remedies, all of which may be exercised with or without notice to Grantor and without affecting the Obligations of Grantor hereunder or under any other Loan Document, or the enforceability of the Liens and security
interests created hereby: (a) to foreclose the Liens and security interests created hereunder or under any other agreement relating to any Collateral by any available judicial procedure or without judicial process; (b) to enter any
premises where any Collateral may be located for the purpose of securing, protecting, inventorying, appraising, inspecting, repairing, preserving, storing, preparing, processing, taking possession of or removing the same; (c) to sell, assign,
lease or otherwise dispose of any Collateral or any part thereof, either at public or private sale or at any broker’s board, in lot or in bulk, for cash, on credit or otherwise, with or without representations or warranties and upon such terms
as shall be acceptable to Secured Party; (d) to notify obligors on the Collateral that the Collateral has been assigned to Secured Party and that all payments thereon are to be made directly and exclusively 

  

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to Secured Party; (e) to collect by legal proceedings or otherwise all dividends, distributions, interest, principal or other sums now or hereafter
payable upon or on account of the Collateral; (f) to enter into any extension, reorganization, deposit, merger or consolidation agreement, or any other agreement relating to or affecting the Collateral, and in connection therewith Secured Party
may deposit or surrender control of the Collateral and/or accept other Property in exchange for the Collateral; (g) to settle, compromise or release, on terms acceptable to Secured Party, in whole or in part, any amounts owing on the Collateral
and/or any disputes with respect thereto; (h) to extend the time of payment, make allowances and adjustments and issue credits in connection with the Collateral in the name of Secured Party or in the name of Grantor; (i) to enforce payment
and prosecute any action or proceeding with respect to any or all of the Collateral and take or bring, in the name of Secured Party or in the name of Grantor, any and all steps, actions, suits or proceedings deemed by Secured Party necessary or
desirable to effect collection of or to realize upon the Collateral, including any judicial or nonjudicial foreclosure thereof or thereon, and Grantor specifically consents to any nonjudicial foreclosure of any or all of the Collateral or any
other action taken by Secured Party which may release any obligor from personal liability on any of the Collateral, and Grantor waives any right not expressly provided for in this Agreement to receive notice of any public or private judicial or
nonjudicial sale or foreclosure of any security or any of the Collateral; and any money or other property received by Secured Party in exchange for or on account of the Collateral, whether representing collections or proceeds of Collateral, and
whether resulting from voluntary payments or foreclosure proceedings or other legal action taken by Secured Party or Grantor may be applied by Secured Party without notice to Grantor to the Secured Obligations in such order and manner as Secured
Party in its sole discretion shall determine; (j) to insure, process and preserve the Collateral; (k) to exercise all rights, remedies, powers or privileges provided under any of the Loan Documents; (l) to remove, from any premises
where the same may be located, the Collateral and any and all documents, instruments, files and records, and any receptacles and cabinets containing the same, relating to the Collateral, and Secured Party may, at the cost and expense of Grantor, use
such of its supplies, equipment, facilities and space at its places of business as may be necessary or appropriate to properly administer, process, store, control, prepare for sale or disposition and/or sell or dispose of the Collateral or to
properly administer and control the handling of collections and realizations thereon, and Secured Party shall be deemed to have a rent-free tenancy of any premises of Grantor for such purposes and for such periods of time as reasonably required by
Secured Party; (m) to receive, open and dispose of all mail addressed to Grantor and notify postal authorities to change the address for delivery thereof to such address as Secured Party may designate; provided that Secured Party agrees
that it will promptly deliver over to Grantor such opened mail as does not relate to the Collateral; and (n) to exercise all other rights, powers, privileges and remedies of an owner of the Collateral; all at Secured Party’s sole option
and as Secured Party in its sole discretion may deem advisable. Grantor will, at Secured Party’s request, assemble the Collateral and make it available to Secured Party at places which Secured Party may designate, whether at the premises of
Grantor or elsewhere, and will make available to Secured Party, free of cost, all premises, equipment and facilities of Grantor for the purpose of Secured Party’s taking possession of the Collateral or storing same or removing or putting the
Collateral in salable form or selling or disposing of same. 
 Upon the occurrence and during the continuance of an Event of Default, Secured
Party also shall have the right, without notice or demand, either in person, by agent or by a receiver to be appointed by a court (and Grantor hereby expressly consents upon the 

  

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occurrence and during the continuance of an Event of Default to the appointment of such a receiver), and without regard to the adequacy of any security for
the Secured Obligations, to take possession of the Collateral or any part thereof and to collect and receive the rents, issues, profits, income and proceeds thereof. Taking possession of the Collateral shall not cure or waive any Event of Default or
notice thereof or invalidate any act done pursuant to such notice. The rights, remedies and powers of any receiver appointed by a court shall be as ordered by said court. 
 Any public or private sale or other disposition of the Collateral may be held at any office of Secured Party, or at Grantor’s place of business, or at any other place permitted by applicable Law, and without the
necessity of the Collateral’s being within the view of prospective purchasers. Secured Party may direct the order and manner of sale of the Collateral, or portions thereof, as it in its sole and absolute discretion may determine, and Grantor
expressly waives any right to direct the order and manner of sale of any Collateral. Secured Party or any Person on Secured Party’s behalf may bid and purchase at any such sale or other disposition. The net cash proceeds resulting from the
collection, liquidation, sale, lease or other disposition of the Collateral shall be applied, first, to the expenses (including reasonable attorneys’ fees and disbursements) of retaking, holding, storing, processing and preparing for sale or
lease, selling, leasing, collecting, liquidating and the like, and then to the satisfaction of the Secured Obligations in such order as shall be determined by Secured Party in its sole and absolute discretion. Grantor and any other Person then
obligated therefor shall pay to Secured Party on demand any deficiency with regard thereto which may remain after such sale, disposition, collection or liquidation of the Collateral. 
 Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Secured Party will
send or otherwise make available to Grantor reasonable notice of the time and place of any public sale thereof or of the time on or after which any private sale thereof is to be made. The requirement of sending reasonable notice conclusively shall
be met if such notice is mailed, first class mail, postage prepaid, to Grantor at its address set forth in the Loan Agreement, or delivered or otherwise sent to Grantor, at least five (5) days before the date of the sale. Grantor expressly
waives any right to receive notice of any public or private sale of any Collateral or other security for the Secured Obligations except as expressly provided for in this paragraph. 
 With respect to any Collateral consisting of securities, partnership interests, membership interests, joint venture interests, Investments or the like,
and whether or not any of such Collateral has been effectively registered under the Securities Act of 1933, as amended, or other applicable Laws, Secured Party may, in its sole and absolute discretion, sell all or any part of such Collateral at
private sale in such manner and under such circumstances as Secured Party may deem necessary or advisable in order that the sale may be lawfully conducted. Without limiting the foregoing, Secured Party may (i) approach and negotiate with a
limited number of potential purchasers, and (ii) restrict the prospective bidders or purchasers to Persons who will represent and agree that they are purchasing such Collateral for their own account for investment and not with a view to the
distribution or resale thereof. In the event that any such Collateral is sold at private sale, Grantor agrees that if such Collateral is sold for a price which Secured Party in good faith believes to be reasonable under the circumstances then
existing, then (a) the sale shall be deemed to be commercially reasonable 

  

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in all respects, (b) Grantor shall not be entitled to a credit against the Secured Obligations in an amount in excess of the purchase price, and
(c) Secured Party shall not incur any liability or responsibility to Grantor in connection therewith, notwithstanding the possibility that a substantially higher price might have been realized at a public sale. Grantor recognizes that a ready
market may not exist for such Collateral if it is not regularly traded on a recognized securities exchange, and that a sale by Secured Party of any such Collateral for an amount substantially less than a pro rata share of the fair market value of
the issuer’s assets minus liabilities may be commercially reasonable in view of the difficulties that may be encountered in attempting to sell a large amount of such Collateral or Collateral that is privately traded. 
 Upon consummation of any sale of Collateral hereunder, Secured Party shall have the right to assign, transfer and deliver to the purchaser or purchasers
thereof the Collateral so sold. Each such purchaser at any such sale shall hold the Collateral so sold absolutely free from any claim or right upon the part of Grantor or any other Person except a third party lienholder permitted under the Loan
Documents, and Grantor hereby waives (to the extent permitted by applicable Laws) all rights of redemption, stay and appraisal which it now has or may at any time in the future have under any rule of Law or statute now existing or hereafter enacted.
If the sale of all or any part of the Collateral is made on credit or for future delivery, Secured Party shall not be required to apply any portion of the sale price to the Secured Obligations until such amount actually is received by Secured Party,
and any Collateral so sold may be retained by Secured Party until the sale price is paid in full by the purchaser or purchasers thereof. Secured Party shall not incur any liability in case any such purchaser or purchasers shall fail to pay for the
Collateral so sold, and, in case of any such failure, the Collateral may be sold again. 
 10. Voting Rights; Dividends; etc. With
respect to any Collateral consisting of securities, partnership interests, membership interests, joint venture interests, Investments or the like (referred to collectively and individually in this Section 10 and in Section 11 as the
“Investment Collateral”), so long as no Event of Default occurs and remains continuing: 
 10.1 Voting
Rights. Grantor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Investment Collateral, or any part thereof, for any purpose not inconsistent with the terms of this Agreement, the Loan Agreement, or
the other Loan Documents; provided, however, that Grantor shall not exercise, or shall refrain from exercising, any such right if it would result in a Default. 
 10.2 Dividend and Distribution Rights. Except as otherwise provided in any Loan Document, Grantor shall be entitled to receive and
to retain and use any and all dividends or distributions paid in respect of the Investment Collateral; provided, however, that any and all such dividends or distributions received in the form of capital stock, certificated securities,
warrants, options or rights to acquire capital stock or certificated securities forthwith shall be, and the certificates representing such capital stock or certificated securities, if any, forthwith shall be delivered to Secured Party to hold as
pledged Collateral and shall, if received by Grantor, be received in trust for the benefit of Secured Party, be segregated from the other Property of Grantor, and forthwith be delivered to Secured Party as pledged Collateral in the same form as so
received (with any necessary endorsements). 
  

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 11. Rights During Event of Default. With respect to any Investment Collateral, so long as an Event
of Default has occurred and is continuing: 
 11.1 Voting, Dividend, and Distribution Rights. At the option of Secured
Party, all rights of Grantor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to Section 10.1 above, and to receive the dividends and distributions which it would otherwise be
authorized to receive and retain pursuant to Section 10.2 above, shall cease, and all such rights thereupon shall become vested in Secured Party which thereupon shall have the sole right to exercise such voting and other consensual rights and
to receive and to hold as pledged Collateral such dividends and distributions. 
 11.2 Dividends and Distributions Held in
Trust. All dividends and other distributions which are received by Grantor contrary to the provisions of this Agreement shall be received in trust for the benefit of Secured Party, shall be segregated from other funds of Grantor, and forthwith
shall be paid over to Secured Party as pledged Collateral in the same form as so received (with any necessary endorsements). 
 11.3 Irrevocable Proxy. Grantor does hereby revoke all previous proxies with regard to the Investment Collateral and appoint Secured Party as its proxyholder to attend and vote at any and all meetings of the shareholders or other
equity holders of the Persons that issued the Investment Collateral and any adjournments thereof, held on or after the date of the giving of this proxy and prior to the termination of this proxy, and to execute any and all written consents of
shareholders or equity holders of such Persons executed on or after the date of the giving of this proxy and prior to the termination of this proxy, with the same effect as if Grantor had personally attended the meetings or had personally voted its
shares or other interests or had personally signed the written consents; provided, however, that the proxyholder shall have rights hereunder only upon the occurrence and during the continuance of an Event of Default. Grantor hereby
authorizes Secured Party to substitute another Person as the proxyholder and, upon the occurrence and during the continuance of any Event of Default, hereby authorizes the proxyholder to file this proxy and any substitution instrument with the
secretary or other appropriate official of the appropriate Person. This proxy is coupled with an interest and is irrevocable until such time as all Secured Obligations have been paid and performed in full and no portion of the Commitment remains
outstanding under the Loan Agreement. 
 12. Attorney-in-Fact. Grantor hereby irrevocably nominates and appoints Secured Party as its
attorney-in-fact for the following purposes: (a) to do all acts and things which Secured Party may deem necessary or advisable to perfect and continue perfected the security interests created by this Agreement and, upon the occurrence and
during the continuance of an Event of Default, to preserve, process, develop, maintain and protect the Collateral; (b) upon the occurrence and during the continuance of an Event of Default, to do any and every act which Grantor is obligated to
do under this Agreement, at the expense of the Grantor so obligated and without any obligation to do so; (c) to prepare, sign, file and/or record, for Grantor, in the name of the Grantor, any financing statement, application for registration,
or like paper, and to take any other action deemed by Secured Party necessary or desirable in order to perfect or maintain perfected the security interests granted hereby; and (d) upon the occurrence and during the continuance of an Event of
Default, to execute any and all papers and instruments and do all other things necessary or desirable to preserve and protect 

  

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the Collateral and to protect Secured Party’s security interests therein; provided, however, that Secured Party shall be under no
obligation whatsoever to take any of the foregoing actions, and, absent bad faith or actual malice, Secured Party shall have no liability or responsibility for any act taken or omission with respect thereto. 
 13. Costs and Expenses. Grantor agrees to pay to Secured Party all costs and expenses (including, without limitation, reasonable
attorneys’ fees and disbursements) incurred by Secured Party in the enforcement or attempted enforcement of this Agreement, whether or not an action is filed in connection therewith, and in connection with any waiver or amendment of any term or
provision hereof. All advances, charges, costs and expenses, including reasonable attorneys’ fees and disbursements, incurred or paid by Secured Party in exercising any right, privilege, power or remedy conferred by this Agreement
(including, without limitation, the right to perform any Secured Obligation of Grantor under the Loan Documents), or in the enforcement or attempted enforcement thereof, shall be secured hereby and shall become a part of the Secured
Obligations and shall be paid to Secured Party by Grantor, immediately upon demand, together with interest thereon at the Default Rate. 
 14. Statute of Limitations and Other Laws. Until the Secured Obligations shall have been paid and performed in full, the power of sale and all other rights, privileges, powers and remedies granted to Secured Party hereunder shall
continue to exist and may be exercised by Secured Party at any time and from time to time irrespective of the fact that any of the Secured Obligations may have become barred by any statute of limitations. Grantor expressly waives the benefit of any
and all statutes of limitation, and any and all Laws providing for exemption of property from execution or for valuation and appraisal upon foreclosure, to the maximum extent permitted by applicable Law. 
 15. Other Agreements. Nothing herein shall in any way modify or limit the effect of terms or conditions set forth in any other security or other
agreement executed by Grantor or in connection with the Secured Obligations, but each and every term and condition hereof shall be in addition thereto. All provisions contained in the Loan Agreement or any other Loan Document that apply to Loan
Documents generally are fully applicable to this Agreement and are incorporated herein by this reference. 
 16. Understandings With
Respect to Waivers and Consents. Grantor warrants and agrees that each of the waivers and consents set forth herein are made after consultation with legal counsel and with full knowledge of their significance and consequences, with the
understanding that events giving rise to any defense or right waived may diminish, destroy or otherwise adversely affect rights which Grantor otherwise may have against Secured Party or others, or against Collateral, and that, under the
circumstances, the waivers and consents herein given are reasonable and not contrary to public policy or Law. If any of the waivers or consents herein are determined to be contrary to any applicable Law or public policy, such waivers and consents
shall be effective to the maximum extent permitted by Law. 
 17. Release of Grantor. This Agreement and all Secured Obligations of
Grantor hereunder shall be released when all Secured Obligations have been paid in full in cash or otherwise performed in full and when no portion of the Commitments remain outstanding. Upon such release of Grantor’s Secured Obligations
hereunder, Secured Party shall return any pledged Collateral to 

  

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Grantor, or to the Person or Persons legally entitled thereto, and shall endorse, execute, deliver, record and file all instruments and documents, and do all
other acts and things, reasonably required for the return of the Collateral to Grantor, or to the Person or Persons legally entitled thereto, and to evidence or document the release of Secured Party’s interests arising under this Agreement, all
as reasonably requested by, and at the sole expense of, Grantor. 
 18. Covenant re Pledged Collateral. Grantor covenants and agrees
that (a) the membership interests in Eldorado Limited Liability Company are uncertificated; (b) Grantor shall provide Secured Party prompt written notice of the issuance after the date hereof of any additional equity interests which
constitute Collateral; and (c) Grantor shall, and shall cause the issuer of each such equity interests, to take such actions as Secured Party requests in order to perfect or protect Secured Party’s security interest in such pledged
Collateral, including, without limitation, the delivery to Secured Party of any certificates or instruments evidencing such equity interests. 
 19. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same agreement. 
 20. Additional Powers and Authorization. Secured Party has been appointed as the Secured Party hereunder pursuant to the Loan Agreement and shall
be entitled to the benefits of the Loan Agreement and the other Loan Documents. Notwithstanding anything contained herein to the contrary, Secured Party may employ agents, trustees, or attorneys-in-fact and may vest any of them with any Property
(including, without limitation, any Collateral pledged hereunder), title, right or power deemed necessary for the purposes of such appointment. 
 21. Financing Statement Property Description. To perfect the security interests granted under this Agreement, Grantor expressly authorizes Secured Party to file one or more financing statements naming Grantor as debtor in any
jurisdiction deemed appropriate by Secured Party containing a Collateral description “all assets of the debtor”, “all personal property of the debtor” or other words to that effect. 
 22. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO
A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH
PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND
(B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION. 
  

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 23. Arbitration Reference. 
 (a) Mandatory Arbitration. Any controversy or claim between or among the parties hereto, including but not limited to those arising
out of or relating to this Agreement, the other Loan Documents or any agreements or instruments relating hereto or delivered in connection herewith and any claim based on or arising from an alleged tort, shall at the request of any party be
determined by arbitration. The arbitration shall be conducted in accordance with the United States Arbitration Act (Title 9, U.S. Code), notwithstanding any choice of law provision in this Agreement, and under the Commercial Rules of the American
Arbitration Association (“AAA”). Except to the extent waived by any party, the arbitrators shall give effect to statutes of limitation in determining any claim. Any controversy concerning whether an issue is arbitrable shall be determined
by the arbitrators. Judgment upon the arbitration award may be entered in any court having jurisdiction. The institution and maintenance of an action for judicial relief or pursuit of a provisional or ancillary remedy shall not constitute a waiver
of the right of any party, including the plaintiff, to submit the controversy or claim to arbitration if any other party contests such action for judicial relief. 
 (b) Real Property Collateral. Notwithstanding the provisions of subparagraph (a), no controversy or claim shall be submitted to
arbitration without the consent of all parties if, at the time of the proposed submission, such controversy or claim arises from or relates to an obligation to Secured Party which is secured by real property collateral. 
 (c) Provisional Remedies, Self-Help and Foreclosure. No provision of this section shall limit the right of any party to this
Agreement to exercise self-help remedies such as setoff, to foreclose against or sell any real or personal property collateral or security or to obtain provisional or ancillary remedies from a court of competent jurisdiction before, after, or during
the pendency of any arbitration or other proceeding. The exercise of a remedy does not waive the right of either party to resort to arbitration or reference. At the Majority Banks’ option, foreclosure under a deed of trust or mortgage may be
accomplished either by exercise of power of sale under the deed of trust or mortgage or by judicial foreclosure. 
 24. THIS
AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEVADA WITHOUT REFERENCE TO THE CONFLICT OF LAWS OR CHOICE OF LAW PRINCIPLES THEREOF. 
 [Signature Page Follows] 
  

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 IN WITNESS WHEREOF, Grantor has executed this Agreement by its duly authorized officers as of the date
first written above. 
  

					
	“Grantor”
	
	 ELDORADO RESORTS LLC,
 a Nevada limited
liability company

		
	By:	 	/s/ Donald L. Carano
		 	Donald L. Carano, Chief Executive Officer, President and Presiding Manager
		
	By:	 	 Recreational Enterprises, Inc.,
 a Nevada
corporation
 Its: Assistant Presiding Manager

			
		 	By:	 	/s/ Gary L. Carano
		 		 	Gary L. Carano, Vice President


  

			
	ACKNOWLEDGED AND AGREED AS OF THE DATE FIRST WRITTEN ABOVE:
	
	 BANK OF AMERICA, N.A.,
 as Administrative
Agent

		
	By:	 	/s/ Chris M. Levine
	Name:	 	Chris M. Levine
	Title:	 	Assistant Vice President

  

			
		  	 [Signature page –
 Third Amended and Restated Security Agreement
 (Borrower)]


  

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