ON THE PERFECTION CERTIFICATE DELIVERED ON THE
EFFECTIVE DATE, PROMPTLY (I) NOTIFY THE ADMINISTRATIVE AGENT OF SUCH
INTELLECTUAL PROPERTY, (II) EXECUTE AND DELIVER TO THE ADMINISTRATIVE AGENT SUCH
AMENDMENTS OR SUPPLEMENTS TO THE GUARANTEE AND COLLATERAL AGREEMENT OR SUCH
OTHER DOCUMENTS AS SHALL BE NECESSARY OR AS THE ADMINISTRATIVE AGENT REASONABLY
REQUESTS TO GRANT TO THE ADMINISTRATIVE AGENT, FOR THE BENEFIT OF THE LENDERS, A
SECURITY INTEREST IN SUCH INTELLECTUAL PROPERTY AND (III) TAKE ALL ACTIONS
NECESSARY OR REASONABLY REQUESTED BY THE ADMINISTRATIVE AGENT TO PERFECT A FIRST
PRIORITY SECURITY INTEREST IN SUCH INTELLECTUAL PROPERTY.
7.10.
FURTHER ASSURANCES.
FROM TIME TO TIME EXECUTE AND
DELIVER, OR CAUSE TO BE EXECUTED AND DELIVERED, SUCH ADDITIONAL INSTRUMENTS,
CERTIFICATES OR DOCUMENTS, AND TAKE ALL SUCH ACTIONS, AS THE ADMINISTRATIVE
AGENT MAY REASONABLY REQUEST FOR THE PURPOSES OF IMPLEMENTING OR EFFECTUATING
THE PROVISIONS OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, OR OF MORE FULLY
PERFECTING OR RENEWING THE RIGHTS OF THE ADMINISTRATIVE AGENT AND THE LENDERS
WITH RESPECT TO THE COLLATERAL (OR WITH RESPECT TO ANY ADDITIONS THERETO OR
REPLACEMENTS OR PROCEEDS THEREOF OR WITH RESPECT TO ANY OTHER PROPERTY OR ASSETS
HEREAFTER ACQUIRED BY THE BORROWER OR ANY GUARANTOR WHICH MAY BE DEEMED TO BE
PART OF THE COLLATERAL) PURSUANT HERETO OR THERETO.
UPON THE EXERCISE BY THE
ADMINISTRATIVE AGENT OR ANY LENDER OF ANY POWER, RIGHT, PRIVILEGE OR REMEDY
PURSUANT TO THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS WHICH REQUIRES ANY
CONSENT, APPROVAL, RECORDING, QUALIFICATION OR AUTHORIZATION OF ANY GOVERNMENTAL
AUTHORITY, HOLDINGS AND THE BORROWER WILL EXECUTE AND DELIVER, OR WILL CAUSE THE
EXECUTION AND DELIVERY OF, ALL APPLICATIONS, CERTIFICATIONS, INSTRUMENTS AND
OTHER DOCUMENTS AND PAPERS THAT THE ADMINISTRATIVE AGENT OR SUCH LENDERS MAY BE
REQUIRED TO OBTAIN FROM ANY GROUP MEMBER FOR SUCH GOVERNMENTAL CONSENT,
APPROVAL, RECORDING, QUALIFICATION OR AUTHORIZATION.
7.11.
USE OF PROCEEDS.
USE THE PROCEEDS OF THE TERM LOANS
TO EFFECTUATE THE EXISTING CREDIT AGREEMENT REPAYMENT, TO PAY FEES AND EXPENSES
RELATED TO THE TRANSACTIONS AND FOR GENERAL CORPORATE PURPOSES, INCLUDING
REPURCHASES OF THE CAPITAL STOCK OF HOLDINGS PERMITTED PURSUANT TO
SECTION 8.6(B).
USE THE PROCEEDS OF THE REVOLVING FACILITIES TO EFFECTUATE THE
EXISTING CREDIT AGREEMENT REPAYMENT AND FOR GENERAL CORPORATE PURPOSES,
INCLUDING PERMITTED ACQUISITIONS.
USE THE LETTERS OF CREDIT TO SUPPORT
OBLIGATIONS INCURRED BY HOLDINGS AND ITS SUBSIDIARIES FOR GENERAL CORPORATE
PURPOSES.
7.12.
[INTENTIONALLY OMITTED.]
7.13.
[INTENTIONALLY OMITTED.]
7.14.
LEASE AMENDMENT.
HOLDINGS AND THE BORROWER WILL USE
COMMERCIALLY REASONABLE EFFORTS TO DELIVER TO THE ADMINISTRATIVE AGENT, WITHIN
90 DAYS AFTER THE EFFECTIVE DATE, AN AMENDMENT TO THE LEASE AGREEMENT DATED AS
OF AUGUST 1, 2004 (AS AMENDED) BY AND BETWEEN THE DEVELOPMENT AUTHORITY OF
FORSYTH COUNTY AND SCIENTIFIC GAMES INTERNATIONAL, INC., PROVIDING THE
ADMINISTRATIVE AGENT WITH THE LENDER PROTECTIONS SET FORTH IN SECTION 10.3 OF
SUCH LEASE AGREEMENT.
84
SECTION 8.
NEGATIVE COVENANTS
Each of Holdings and the Borrower hereby agrees that, so long as the Commitments
remain in effect, any Letter of Credit remains outstanding or any Loan or other
amount is owing to any