PLEDGE AND SECURITY AGREEMENT dated as of August 14, 2009 among

Exhibit 4.8

EXECUTION COPY

PLEDGE AND SECURITY AGREEMENT

dated as of August 14, 2009

among

EACH OF THE GRANTORS PARTY HERETO

and

THE BANK OF NEW YORK MELLON,

as Collateral Trustee

TABLE OF CONTENTS

          This PLEDGE AND SECURITY AGREEMENT, dated as of August 14, 2009 (this “Agreement” ), among American Casino & Entertainment Properties LLC , a Delaware limited liability company ( “ACEP” ), ACEP Finance Corp. , a Delaware corporation ( “ACEP Finance” and together with ACEP, the “Issuers” ), and each of the subsidiaries of ACEP party hereto from time to time, whether as an original signatory hereto or as an Additional Grantor (as herein defined) (together with the Issuers, each individually, a “Grantor” and collectively, the “Grantors” ), and The Bank of New York Mellon , as collateral trustee for the Secured Parties (as herein defined) (in such capacity, together with its successors and permitted assigns, the “Collateral Trustee” ).

RECITALS:

           WHEREAS , reference is made to (a) that certain Indenture, dated as of the date hereof (as it may be amended, restated, supplemented or otherwise modified from time to time, the “Indenture” ), by and among ACEP, ACEP Finance, each other Grantor and The Bank of New York Mellon, as indenture trustee and (b) that certain Collateral Trust Agreement, dated as of the date hereof (as it may be amended, restated, supplemented or otherwise modified from time to time, the “Collateral Trust Agreement” ), by and among ACEP, ACEP Finance, each other Grantor and the Collateral Trustee;

           WHEREAS , in order to secure the Grantors’ obligations under the Indenture and under any other Secured Debt Document, each Grantor intends to grant the Collateral Trustee, for the benefit of the Secured Parties, a Lien on the Collateral on the terms and subject to the conditions contained herein; and

           NOW, THEREFORE , in consideration of the premises and the agreements, provisions and covenants herein contained, each Grantor and the Collateral Trustee agree as follows:

SECTION 1. DEFINITIONS.

      1.1 General Definitions . In this Agreement, the following terms shall have the following meanings:

           “ACEP” shall have the meaning set forth in the preamble.

           “ACEP Finance” shall have the meaning set forth in the preamble.

           “Additional Grantors” shall have the meaning assigned in Section 7.2.

           “Agreement” shall have the meaning set forth in the preamble.

           “Assigned Agreements” shall mean all agreements, contracts and documents to which any Grantor is a party as of the date hereof, or to which any Grantor becomes a party after the date hereof, as each such agreement, contract and document may be amended, restated, supplemented or otherwise modified from time to time.

           “Bankruptcy Code” shall mean Title 11 of the United States Code entitled “Bankruptcy,” as now and hereafter in effect, or any successor statute.

           “Cash Proceeds” shall have the meaning assigned in Section 9.7.

           “Collateral” shall have the meaning assigned in Section 2.1.

           “Collateral Account” shall mean any account established by the Collateral Trustee.

           “Collateral Records” shall mean books, records, ledger cards, files, correspondence, customer lists, supplier lists, blueprints, technical specifications, manuals, computer software and related documentation, computer printouts, tapes, disks and other electronic storage media and related data processing software and similar items that at any time evidence or contain information relating to any of the Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon.

           “Collateral Support” shall mean all property (real or personal) assigned, hypothecated or otherwise securing any Collateral and shall include any security agreement or other agreement granting a lien or security interest in such real or personal property.

           “Collateral Trust Agreement” shall have the meaning set forth in the recitals.

           “Collateral Trustee” shall have the meaning set forth in the preamble.

           “Control” shall mean: (1) with respect to any Deposit Accounts, control within the meaning of Section 9-104 of the UCC, (2) with respect to any Securities Accounts, Security Entitlements, Commodity Contract or Commodity Account, control within the meaning of Section 9-106 of the UCC, (3) with respect to any Uncertificated Securities, control within the meaning of Section 8-106(c) of the UCC, (4) with respect to any Certificated Security, control within the meaning of Section 8-106(a) or (b) of the UCC, (5) with respect to any Electronic Chattel Paper, control within the meaning of Section 9-105 of the UCC, (6) with respect to Letter-of-Credit Rights, control within the meaning of Section 9-107 of the UCC and (7) with respect to any “transferable record” (as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction), control within the meaning of Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or in Section 16 of the Uniform Electronic Transactions Act as in effect in the jurisdiction relevant to such transferable record.

           “Copyright Licenses” shall mean any and all agreements, licenses and covenants to which a Grantor is a party providing for the granting of any right in or to any Copyright or otherwise providing for a covenant not to sue for infringement or other violation of any Copyright (whether such Grantor is licensee or licensor thereunder) including, without limitation, each agreement required to be listed in Schedule 5.2(II) under the heading “Material Copyright Licenses” (as such schedule may be amended or supplemented from time to time).

           “Copyrights” shall mean all United States, and foreign copyrights (whether or not the underlying works of authorship have been published), including but not limited to copyrights in software, databases, and designs, and all mask works (as that term is defined under 17 U.S.C. 901 of the U.S. Copyright Act), whether registered or unregistered, as well as all moral rights, reversionary interests, and termination rights, and, with respect to any and all of the foregoing: (i) all registrations and applications therefor including, without limitation, the registrations required to be listed in Schedule 5.2(II) under the heading “Copyrights” (as such schedule may be amended or supplemented from time to time), (ii) all extensions and renewals thereof, (iii) the right to sue or otherwise recover for any past, present and future infringement or

other violation thereof, (iv) all Proceeds of the foregoing, including, without limitation, license fees, royalties, income, payments, claims, damages and proceeds of suit now or hereafter due and/or payable with respect thereto, and (v) all other rights of any kind accruing thereunder or pertaining thereto throughout the world.

           “Excluded Asset” shall mean any asset of any Grantor excluded from the security interest hereunder by virtue of Section 2.2 but only to the extent, and for so long as, so excluded thereunder.

           “Excluded Equity Interests” shall mean the Capital Stock or any other Equity Interest of the Issuers or any of their Subsidiaries.

           “Governmental Authority” shall mean any federal, state, municipal, national or other government, governmental department, commission, board, bureau, court, agency or instrumentality or political subdivision thereof or any entity, officer or examiner exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to any government or any court, in each case whether associated with a state of the United States, the United States, or a foreign entity or government and shall include, without limitation, any Gaming Authority.

           “Grantors” shall have the meaning set forth in the preamble.

           “Indenture” shall have the meaning set forth in the recitals.

           “Insurance” shall mean (i) all insurance policies covering any or all of the Collateral (regardless of whether the Collateral Trustee is the loss payee thereof) and (ii) any key man life insurance policies.

           “Intellectual Property” shall mean the collective reference to all rights, priorities and privileges relating to intellectual property, whether arising under the United States, multinational or foreign laws or otherwise, including without limitation, Copyrights, Patents, Trademarks and Trade Secrets, and the right to sue or otherwise recover for any past, present and future infringement, dilution, misappropriation, or other violation or impairment thereof, including the right to receive all Proceeds therefrom, including without limitation license fees, royalties, income, payments, claims, damages and proceeds of suit, now or hereafter due and/or payable with respect thereto.

           “Intellectual Property Licenses” shall mean all Copyright Licenses, Patent Licenses, Trademark Licenses and Trade Secret Licenses.

          “ Intellectual Property Security Agreement ” shall mean each intellectual property security agreement to be executed and delivered by the applicable Grantors, substantially in the form set forth in Exhibit D.

           “Investment Accounts” shall mean the Collateral Account, Securities Accounts, Commodities Accounts and Deposit Accounts.

           “Investment Related Property” shall mean (i) all “investment property” (as such term is defined in Article 9 of the UCC) and (ii) all Pledged Debt, Investment Accounts and certificates of deposit, in each case regardless of whether classified as investment property under

the UCC. Notwithstanding the foregoing, Investment Related Property shall not include any Excluded Equity Interests.

           “Material Adverse Effect” shall mean a material adverse effect on the current or future financial position, stockholders’ equity or results of operations of the Grantors, taken as a whole.

           “Material Copyright Licenses” shall mean all Copyright Licenses pursuant to which a Grantor is the licensee or licensor and exclusively licenses in or out Copyrights from or to a third party.

           “Material Patent Licenses” shall mean all Patent Licenses pursuant to which a Grantor is the licensee or licensor and exclusively licenses in or out Patents from or to a third party.

           “Material Trade Secret Licenses” shall mean all Trade Secret Licenses pursuant to which a Grantor is the licensee or licensor and exclusively licenses in or out Trade Secrets from or to a third party.

           “Material Trademark Licenses” shall mean all Trademark Licenses pursuant to which a Grantor is the licensee or licensor and exclusively licenses in or out Trade Secrets from or to a third party.

           “Patent Licenses” shall mean all agreements, licenses and covenants to which a Grantor is party providing for the granting of any right in or to any Patent or otherwise providing for a covenant not to sue for infringement or other violation of any Patent (whether such Grantor is licensee or licensor thereunder) including, without limitation, each agreement required to be listed in Schedule 5.2(II) under the heading “Material Patent Licenses” (as such schedule may be amended or supplemented from time to time).

           “Patents” shall mean all United States and foreign patents and certificates of invention, or similar industrial property rights, and applications for any of the foregoing, including, without limitation: (i) each patent and patent application required to be listed in Schedule 5.2(II) under the heading “Patents” (as such schedule may be amended or supplemented from time to time), (ii) all reissues, divisions, continuations, continuations-in-part, extensions, renewals, and reexaminations thereof, (iii) all patentable inventions and improvements thereto, (iv) the right to sue or otherwise recover for any past, present and future infringement or other violation thereof, (v) all Proceeds of the foregoing, including, without limitation, license fees, royalties, income, payments, claims, damages, and proceeds of suit now or hereafter due and/or payable with respect thereto, and (vi) all other rights of any kind accruing thereunder or pertaining thereto throughout the world.

           “Permits” shall mean all licenses, permits, approvals, franchises, concessions, entitlements, registrations, findings or suitability and other authorizations issued by any Governmental Authority, excluding any Gaming License.

           “Pledge Supplement” shall mean any supplement to this agreement in substantially the form of Exhibit A.

           “Pledged Debt” shall mean all indebtedness for borrowed money owed to such Grantor, whether or not evidenced by any Instrument, including, without limitation, all

indebtedness described on Schedule 5.2(I) under the heading “Pledged Debt” (as such schedule may be amended or supplemented from time to time), issued by the obligors named therein, the instruments, if any, evidencing such any of the foregoing, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing.

           “Receivables” shall mean all rights to payment, whether or not earned by performance, for goods or other property sold, leased, licensed, assigned or otherwise disposed of, or services rendered or to be rendered, including, without limitation all such rights constituting or evidenced by any Account, Chattel Paper, Instrument, General Intangible, Payment Intangible or Investment Related Property, together with all of Grantor’s rights, if any, in any goods or other property giving rise to such right to payment and all Collateral Support and Supporting Obligations related thereto and all Receivables Records.

           “Receivables Records” shall mean (i) all original copies of all documents, instruments or other writings or electronic records or other Records evidencing the Receivables, (ii) all books, correspondence, credit or other files, Records, ledger sheets or cards, invoices, and other papers relating to Receivables, including, without limitation, all tapes, cards, computer tapes, computer discs, computer runs, record keeping systems and other papers and documents relating to the Receivables, whether in the possession or under the control of Grantor or any computer bureau or agent from time to time acting for Grantor or otherwise, (iii) all evidences of the filing of financing statements and the registration of other instruments in connection therewith, and amendments, supplements or other modifications thereto, notices to other creditors, secured parties or agents thereof, and certificates, acknowledgments, or other writings, including, without limitation, lien search reports, from filing or other registration officers, (iv) all credit information, reports and memoranda relating thereto and (v) all other written or non-written forms of information related in any way to the foregoing or any Receivable.

           “Secured Debt Event of Default” means any event or condition which, under the terms of any Secured Debt Document governing any Series of Secured Debt causes, or permits holders of Secured Debt outstanding thereunder to cause, the Secured Debt outstanding thereunder to become immediately due and payable.

           “Secured Debt Obligations” shall mean the “Secured Debt Obligations” as defined in the Collateral Trust Agreement.

           “Secured Parties” shall mean the “Secured Parties” as defined in the Collateral Trust Agreement.

           “Securities” shall mean any stock, shares, partnership interests, voting trust certificates, certificates of interest or participation in any profit-sharing agreement or arrangement, options, warrants, bonds, debentures, notes, or other evidences of indebtedness, secured or unsecured, convertible, subordinated or otherwise, or in general any instruments commonly known as “securities” or any certificates of interest, shares or participations in temporary or interim certificates for the purchase or acquisition of, or any right to subscribe to, purchase or acquire, any of the foregoing.

           “Trade Secret Licenses” shall mean any and all agreements to which a Grantor is party providing for the granting of any right in or to Trade Secrets (whether such Grantor is licensee or licensor thereunder) including, without limitation, each agreement required to be listed

in Schedule 5.2(II) under the heading “Material Trade Secret Licenses” (as such schedule may be amended or supplemented from time to time).

           “Trade Secrets” shall mean all trade secrets and all other confidential information or confidential know how, whether or not the foregoing has been reduced to a writing or other tangible form, and with respect to any such trade secrets: (i) the right to sue or otherwise recover for any past, present and future misappropriation or other violation thereof, (ii) all Proceeds of the foregoing, including, without limitation, license fees, royalties, income, payments, claims, damages, and proceeds of suit now or hereafter due and/or payable with respect thereto; and (iii) all other rights of any kind accruing thereunder or pertaining thereto throughout the world.

           “Trademark Licenses” shall mean any and all agreements, licenses and covenants to which a Grantor is party providing for the granting of any right in or to any Trademark or otherwise providing for a covenant not to sue for infringement, dilution or other violation of any Trademark or permitting co-existence with respect to a Trademark (whether such Grantor is licensee or licensor thereunder) including, without limitation, each agreement required to be listed in Schedule 5.2(II) under the heading “Material Trademark Licenses” (as such schedule may be amended or supplemented from time to time).

           “Trademarks” shall mean all United States and foreign trademarks, trade names, trade dress, corporate names, company names, business names, fictitious business names, Internet domain names, service marks, certification marks, collective marks, logos, other source or business identifiers and designs, whether or not registered, and with respect to any and all of the foregoing: (i) all registrations and applications therefor including, without limitation, the registrations and applications required to be listed in Schedule 5.2(II) under the heading “Trademarks”(as such schedule may be amended or supplemented from time to time), (ii) all extensions or renewals of any of the foregoing, (iii) all of the goodwill of the business connected with the use of and symbolized by any of the foregoing, (iv) the right to sue or otherwise recover for any past, present and future infringement, dilution or other violation of any of the foregoing or for any injury to related goodwill, (v) all Proceeds of the foregoing, including, without limitation, license fees, royalties, income, payments, claims, damages, and proceeds of suit now or hereafter due and/or payable with respect thereto, and (vi) all other rights of any kind accruing thereunder or pertaining thereto throughout the world.

           “UCC” shall mean the Uniform Commercial Code as in effect from time to time in the State of New York; provided , however , that in the event that, by reason of mandatory provisions of law, any or all of the perfection or priority of, or remedies with respect to, any Collateral is governed by the Uniform Commercial Code as enacted and in effect in a jurisdiction other than the State of New York, the term “UCC” shall mean the Uniform Commercial Code as enacted and in effect in such other jurisdiction solely for purposes of the provisions hereof relating to such perfection, priority or remedies.

           “United States” shall mean the United States of America.

      1.2 Definitions; Interpretation .

          (a) In this Agreement, the following capitalized terms shall have the meaning given to them in the UCC (and, if defined in more than one Article of the UCC, shall have the meaning given in Article 9 thereof): Account, Account Debtor, As-Extracted Collateral, Bank, Certificated Security, Chattel Paper, Consignee, Consignment, Consignor, Commercial

Tort Claims, Commodity Account, Commodity Contract, Commodity Intermediary, Deposit Account, Document, Entitlement Order, Equipment, Electronic Chattel Paper, Farm Products, Fixtures, General Intangibles, Goods, Health-Care-Insurance Receivable, Instrument, Inventory, Letter-of-Credit Right, Manufactured Home, Money, Payment Intangible, Proceeds, Record, Securities Account, Securities Intermediary, Security Certificate, Security Entitlement, Supporting Obligations, Tangible Chattel Paper and Uncertificated Security.

          (b) All other capitalized terms used herein (including the preamble and recitals hereto) and not otherwise defined herein shall have the meanings ascribed thereto in the Indenture or the Collateral Trust Agreement, as applicable. The incorporation by reference of terms defined in the Indenture shall survive any termination of the Indenture until this Agreement is terminated as provided in Section 11. Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference. References herein to any Section, Appendix, Schedule or Exhibit shall be to a Section, an Appendix, a Schedule or an Exhibit, as the case may be, hereof unless otherwise specifically provided. The use herein of the word “include” or “including”, when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that fall within the broadest possible scope of such general statement, term or matter. The terms lease and license shall include sub-lease and sub-license, as applicable. If any conflict or inconsistency exists between this Agreement and the Indenture or the Collateral Trust Agreement, as applicable, the Indenture or the Collateral Trust Agreement, as applicable, shall govern. All references herein to provisions of the UCC shall include all successor provisions under any subsequent version or amendment to any Article of the UCC.

SECTION 2. GRANT OF SECURITY.

      2.1 Grant of Security . Each Grantor hereby grants to the Collateral Trustee a security interest in and continuing lien on all of such Grantor’s right, title and interest in, to and under all personal property of such Grantor including, but not limited to the following, in each case whether now owned or existing or hereafter acquired, developed, created or arising and wherever located (subject to Section 2.2, all of which being hereinafter collectively referred to as the “Collateral” ):

          (a) Accounts;

          (b) Chattel Paper;

          (c) Documents;

          (d) General Intangibles;

          (e) Goods (including, without limitation, Inventory and Equipment);

          (f) Instruments;

          (g) Insurance;

          (h) Intellectual Property;

          (i) Intellectual Property Licenses;

          (j) Investment Related Property (including, without limitation, Deposit Accounts);

          (k) Letter-of-Credit Rights;

          (l) Money;

          (m) Receivables and Receivable Records;

          (n) Permits;

          (o) Assigned Agreements;

          (p) Commercial Tort Claims now or hereafter described on Schedule 5.2;

          (q) to the extent not otherwise included above, all other personal property of any kind and all Collateral Records, Collateral Support and Supporting Obligations relating to any of the foregoing; and

          (r) to the extent not otherwise included above, all Proceeds, products, accessions, rents and profits of or in respect of any of the foregoing.

      2.2 Certain Limited Exclusions . Notwithstanding anything herein to the contrary, in no event shall the Collateral include or the security interest granted under Section 2.1 attach to (a) any assets to the extent that, and for so long as, creating a security interest in such assets would violate any applicable law or regulation (including any Gaming Law) (unless such law or regulation would be rendered ineffective with respect to the creation of a security interest pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law or principles of equity); provided , that in the event any such law or regulation is amended, modified or interpreted by the relevant governmental authority to permit (or is replaced with another law or regulation or another law or regulation is adopted, which would permit) a security interest in such assets to be granted in favor of the Collateral Trustee, then the Collateral shall include (and such security interest shall attach to) such assets at such time; (b) any assets acquired after the date hereof in an aggregate amount not to exceed $10,000,000, which amount shall be increased by an additional $5,000,000 on June 15, 2010 and each anniversary thereof while the Notes are outstanding to the extent that, and for so long as, creating a security interest in such assets would violate an enforceable contractual obligation binding on such acquired assets that (i) existed at the time of acquisition thereof, (ii) applies only to such acquired assets and (iii) was not created or made binding on the assets in contemplation of or in connection with the acquisition of such assets (other than, in the case of joint ventures or similar arrangements otherwise permitted under the indenture, customary limitations on assignment entered into in connection with the formation of such joint venture or similar arrangement or the addition of other parties thereto) (unless the relevant term or provision of such contractual obligation would be rendered ineffective with respect to the creation of a security interest pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law or principles of equity); provided , that immediately upon the ineffectiveness, lapse or termination of any such term or provision of any such contractual obligation, then the Collateral shall include (and such security interest shall attach to) such assets at such time; (c) any

Excluded Equity Interests; (d) any right, title or interest in any license, contract or agreement to which any Grantor is a party or any of its right, title or interest thereunder to the extent, but only to the extent, that such a grant would violate applicable Gaming Laws or a term or provision of such license, contract or agreement to which such Grantor is a party (unless such Gaming Law, term or provision would be rendered ineffective with respect to the creation of a security interest pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law or principles of equity); provided , that in the event any such Gaming Law is amended, modified or interpreted by the relevant governmental authority to permit (or is replaced with another law or regulation or another law or regulation is adopted, which would permit) a security interest in such rights, titles and interests to be granted in favor of the collateral trustee, then the Collateral shall include (and such security interest shall attach to) such rights, titles and interests at such time; provided , further , that immediately upon the ineffectiveness, lapse or termination of any such term or provision of any such license, contract or agreement, then the Collateral shall include (and such security interest shall attach to) such rights, titles and interests at such time; provided , further , however , that the exclusions referred to in this clause (d) shall not include any proceeds of any such license, contract or agreement; (e) any equipment or other asset owned by any Grantor that is subject to a purchase money lien or a Capital Lease Obligation, in each case, as permitted in the Indenture, if the contract or other agreement in which the Lien is granted (or the documentation providing for such Capital Lease Obligation) prohibits or requires the consent of any Person other than a Grantor as a condition to the creation of any other security interest on such equipment or asset and, in each case, the prohibition or requirement is permitted under the Indenture; (f) any vehicles or vessels; (g) any Deposit Account maintained solely for the purpose of complying with legal requirements, to the extent such legal requirements prohibit the granting of a Lien thereon, any Deposit Account maintained specifically and exclusively for use in pari mutual wagering and any Deposit Accounts maintained solely to hold amounts that are not the property of any Grantor; (h) any Gaming License or rights thereto or (i) any “intent-to-use” application for registration of a Trademark filed pursuant to Section 1(b) of the Lanham Act, 15 U.S.C. § 1051, prior to the filing of a “Statement of Use” pursuant to Section 1(d) of the Lanham Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the Lanham Act with respect thereto, solely to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of any registration that issues from such intent-to-use application under applicable federal law.

      2.3 Collateral Trust Agreement . Notwithstanding anything herein to the contrary, the Lien and security interest granted to the Collateral Trustee pursuant to this Agreement and the exercise of any right or remedy by such Collateral Trustee hereunder are subject to the provisions of the Collateral Trust Agreement. In the event of any conflict between the terms of the Collateral Trust Agreement and this Agreement, the terms of the Collateral Trust Agreement will govern.

SECTION 3. SECURITY FOR OBLIGATIONS; GRANTORS REMAIN LIABLE.

      3.1 Security for Obligations . This Agreement secures, and the Collateral is collateral security for, the prompt and complete payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including the payment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. §362(a) (and any successor provision thereof)), of all Secured Debt Obligations with respect to every Grantor.

      3.2 Continuing Liability Under Collateral . Notwithstanding anything herein to the contrary, (a) each Grantor shall remain liable for all obligations under the Collateral and nothing contained herein is intended or shall be a delegation of duties to the Collateral Trustee or any Secured Party, (b) each Grantor shall remain liable under each of the agreements included in the Collateral to perform all of the obligations undertaken by it thereunder all in accordance with and pursuant to the terms and provisions thereof and neither the Collateral Trustee nor any Secured Party shall have any obligation or liability under any of such agreements by reason of or arising out of this Agreement or any other document related thereto nor shall the Collateral Trustee nor any Secured Party have any obligation to make any inquiry as to the nature or sufficiency of any payment received by it or have any obligation to take any action to collect or enforce any rights under any agreement included in the Collateral and (c) the exercise by the Collateral Trustee of any of its rights hereunder shall not release any Grantor from any of its duties or obligations under the contracts and agreements included in the Collateral.

SECTION 4. CERTAIN PERFECTION REQUIREMENTS

      4.1 Delivery Requirements .

          (a) With respect to any Certificated Securities included in the Collateral, each Grantor shall deliver to the Collateral Trustee the Security Certificates evidencing such Certificated Securities duly indorsed by an effective indorsement (within the meaning of Section 8-107 of the UCC), or accompanied by share transfer powers or other instruments of transfer duly endorsed by such an effective endorsement, in each case, to the Collateral Trustee or in blank.

          (b) With respect to any Instruments or Tangible Chattel Paper included in the Collateral, each Grantor shall deliver to the Collateral Trustee all such Instruments or Tangible Chattel Paper to the Collateral Trustee duly indorsed in blank.

      4.2 Control Requirements .

          (a) With respect to any Deposit Accounts, Securities Accounts, Security Entitlements, Commodity Accounts and Commodity Contracts included in the Collateral, each Grantor shall ensure that the Collateral Trustee has Control thereof. With respect to any Securities Accounts or Securities Entitlements, such Control shall be accomplished by the Grantor causing the Securities Intermediary maintaining such Securities Account or Security Entitlement to enter into an agreement substantially in the form of Exhibit B (or such other agreement in form and substance reasonably satisfactory to the Collateral Trustee) pursuant to which the Securities Intermediary shall agree to comply with the Collateral Trustee’s Entitlement Orders without further consent by such Grantor upon a Secured Debt Event of Default. With respect to any Deposit Account, each Grantor shall cause the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit B (or such other agreement in form and substance reasonably satisfactory to the Collateral Trustee), pursuant to which the Bank shall agree to comply with the Collateral Trustee’s instructions with respect to disposition of funds in the Deposit Account without further consent by such Grantor upon a Secured Debt Event of Default. With respect to any Commodity Accounts or Commodity Contracts, such Control shall be accomplished by the Grantor causing the Commodity Intermediary maintaining such Commodity Account or Commodity Contract to enter into an agreement substantially in the form of Exhibit B with appropriate revisions relating to Commodity Accounts and Commodity Contracts (or such other agreement in form and substance reasonably satisfactory to the Collateral Trustee) pursuant to which the Commodity Intermediary

shall agree to comply with the Collateral Trustee’s instructions without further consent by such Grantor upon a Secured Debt Event of Default.

          (b) With respect to any Uncertificated Security included in the Collateral (other than any Uncertificated Securities credited to a Securities Account), each Grantor shall cause the issuer of such Uncertificated Security to either (i) register the Collateral Trustee as the registered owner thereof on the books and records of the issuer or (ii) execute an agreement substantially in the form of Exhibit C hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Trustee), pursuant to which such issuer agrees to comply with the Collateral Trustee’s instructions with respect to such Uncertificated Security without further consent by such Grantor.

          (c) With respect to any material Letter-of-Credit Rights included in the Collateral (other than any Letter-of-Credit Rights constituting a Supporting Obligation for a Receivable in which the Collateral Trustee has a valid and perfected security interest), each Grantor shall ensure that the Collateral Trustee has Control thereof by obtaining the written consent of each issuer of each related letter of credit to the assignment of the proceeds of such letter of credit to the Collateral Trustee.

          (d) With respect any Electronic Chattel Paper or “transferable record”(as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) included in the Collateral, each Grantor shall ensure that the Collateral Trustee has Control thereof.

      4.3 Intellectual Property Recording Requirements .

          (a) In the case of any Collateral (whether now owned or hereafter acquired) consisting of issued U.S. patents and patent applications, each Grantor shall execute and deliver to the Collateral Trustee an Intellectual Property Security Agreement in substantially the form of Exhibit D hereto (or a supplement thereto) covering all such patents and patent applications in appropriate form for recordation with the U.S. Patent and Trademark Office with respect to the security interest of the Collateral Trustee.

          (b) In the case of any Collateral (whether now owned or hereafter acquired) consisting of U.S. trademark registrations and applications for registration, each Grantor shall execute and deliver to the Collateral Trustee an Intellectual Property Security Agreement in substantially the form of Exhibit D hereto (or a supplement thereto) covering all such trademark registrations and applications for registration in appropriate form for recordation with the U.S. Patent and Trademark Office with respect to the security interest of the Collateral Trustee.

          (c) In the case of any Collateral (whether now owned or hereafter acquired) consisting of U.S. copyright registrations and exclusive Copyright Licenses in respect of U.S. Copyright registrations for which any Grantor is the licensee and which have been recorded in the U.S. Copyright Office, each Grantor shall execute and deliver to the Collateral Trustee an Intellectual Property Security Agreement in substantially the form of Exhibit D hereto (or a supplement thereto) covering all such copyright registrations and exclusive Copyright Licenses in appropriate form for recordation with the U.S. Copyright Office with respect to the security interest of the Collateral Trustee.

      4.4 Timing and Notice . With respect to any Collateral in existence as of the date hereof, each Grantor shall comply with the requirements of Section 4 on the date hereof and with respect to any Collateral hereafter owned or acquired, each Grantor shall comply with such requirements within 60 days of such Grantor acquiring rights therein. Notwithstanding anything to the contrary contained in this Section 4.4, each Grantor shall (i) within 5 days after the end of each calendar month inform the Collateral Trustee of its acquisition of any Collateral consisting of U.S. copyright registrations or exclusive Copyright Licenses in respect of U.S. copyright registrations for which any Grantor is the licensee and which have been recorded in the U.S. Copyright Office during such calendar month, and take any action required by Section 4 with respect to such Collateral; and (ii) within 5 days after the end of each fiscal quarter inform the Collateral Trustee of its acquisition of any Collateral consisting of U.S. patents, patent applications or trademark registrations or applications for registration during such fiscal quarter, and take any action required by Section 4 with respect to such Collateral.

SECTION 5. REPRESENTATIONS AND WARRANTIES.

     Each Grantor hereby represents and warrants, as of the date hereof, that:

      5.1 Grantor Information and Status .

          (a) Schedules 5.1(A) and 5.1(B) (as such schedules may be amended or supplemented from time to time) set forth under the appropriate headings: (i) the full legal name of such Grantor, (ii) all trade names or other names under which such Grantor currently conducts business, (iii) the type of organization of such Grantor, (iv) the jurisdiction of organization of such Grantor, (v) its organizational identification number, if any and (vi) the jurisdiction where its chief executive office or its sole place of business (or its principal residence if such Grantor is a natural person) is located.

          (b) Except as provided on Schedule 5.1(C), it has not changed its name, jurisdiction of organization, chief executive office or sole place of business (or principal residence if such Grantor is a natural person) or its corporate structure in any way (e.g., by merger, consolidation, change in corporate form or otherwise) and has not done business under any other name, in each case, within the past two (2) years

          (c) It has not within the last two (2) years become bound (whether as a result of merger or otherwise) as debtor under a security agreement entered into by another Person, which has not heretofore been terminated other than the agreements identified on Schedule 5.1(D) (as such schedule may be amended or supplemented from time to time).

          (d) It has been duly organized and is validly existing as an entity of the type as set forth opposite its name on Schedule 5.1(A) solely under the laws of the jurisdiction as set forth opposite its name on Schedule 5.1(A) and remains duly existing as such. It has not filed any certificates of dissolution or liquidation.

          (e) No Grantor is a “transmitting utility” (as defined in Section 9-102(a)(80) of the UCC).

      5.2 Collateral Identification, Special Collateral .

          (a) Schedule 5.2 (as such schedule may be amended or supplemented from time to time) sets forth under the appropriate headings all of such Grantor’s: (i) Pledged Debt, (ii)

Securities Accounts, (iii) Deposit Accounts, (iv) Commodity Contracts and Commodity Accounts, (v) all United States and foreign registrations and issuances of and applications for Patents, Trademarks, and Copyrights owned by such Grantor, (vi) all Material Patent Licenses, Material Trademark Licenses, Material Trade Secret Licenses and Material Copyright Licenses, and exclusive Copyright Licenses in respect of U.S. copyright registrations for which such Grantor is the licensee and which have been recorded in the United States Copyright Office, (vii) Commercial Tort Claims, (viii) Letter-of-Credit Rights for letters of credit, and (ix) the name and address of any warehouseman, bailee or other third party in possession of any Inventory, Equipment and other tangible personal property.

          (b) None of the Collateral constitutes, or is the Proceeds of, (i) Farm Products, (ii) As-Extracted Collateral, (iii) Manufactured Homes, (iv) Health-Care-Insurance Receivables; (v) timber to be cut or (vi) aircraft, aircraft engines, satellites, ships or railroad rolling stock.

          (c) All information supplied by such Grantor with respect to any of the Collateral (in each case taken as a whole with respect to any particular Collateral) is accurate and complete in all material respects.

          (d) Not more than 10% of the value of all personal property included in the Collateral is located in any country other than the United States.

      5.3 Ownership of Collateral and Absence of Other Liens .

          (a) It owns the Collateral purported to be owned by it or otherwise has the rights it purports to have in each item of Collateral and, as to all Collateral whether now existing or hereafter acquired, developed or created (including by way of lease or license), will continue to own or have such rights in each item of the Collateral (except as otherwise permitted by the Indenture or this Agreement), in each case free and clear of any and all Liens, including, without limitation, liens arising as a result of such Grantor becoming bound (as a result of merger or otherwise) as debtor under a security agreement entered into by another Person, other than Permitted Liens.

          (b) Other than any financing statements filed in favor of the Collateral Trustee, no effective financing statement, fixture filing or other instrument similar in effect under any applicable law covering all or any part of the Collateral is on file in any filing or recording office except for (i) financing statements for which duly authorized proper termination statements have been delivered to the Collateral Trustee for filing and (ii) financing statements filed in connection with Permitted Liens. Other than the Collateral Trustee and any automatic control in favor of a Bank, Securities Intermediary or Commodity Intermediary maintaining a Deposit Account, Securities Account or Commodity Contract, no Person is in Control of any Collateral.

      5.4 Status of Security Interest.

          (a) Upon the filing of financing statements naming each Grantor as “debtor” and the Collateral Trustee as “secured party” and describing the Collateral in the filing offices set forth opposite such Grantor’s name on Schedule 5.4 (as such schedule may be amended or supplemented from time to time), the security interest of the Collateral Trustee in all Collateral that can be perfected by the filing of a financing statement under the Uniform Commercial Code as in effect in any jurisdiction will constitute a valid, perfected, first priority Lien subject to any Permitted Liens with respect to Collateral. Each agreement purporting to give the Collateral

Trustee Control over any Collateral is effective to establish the Collateral Trustee’s Control of the Collateral subject thereto.

          (b) To the extent perfection or priority of the security interest therein is not subject to Article 9 of the UCC, upon due and proper recordation of the security interests granted hereunder in U.S. patents and patent applications, U.S. trademark registrations and registrations for applications, and U.S. copyright registrations and exclusive Copyright Licenses under which such Grantor is the licensee and which have been recorded in the United States Copyright Office, in the United States Patent and Trademark Office and the United States Copyright Office, the security interests granted to the Collateral Trustee hereunder that can by law be perfected by such recordings shall constitute valid, perfected, first priority Liens (subject to Permitted Liens).

          (c) No authorization, consent, approval or other action by, and no notice to or filing with, any Governmental Authority or regulatory body or any other Person is required for either (i) the pledge or grant by any Grantor of the Liens purported to be created in favor of the Collateral Trustee hereunder or (ii) the exercise by Collateral Trustee of any rights or remedies in respect of any Collateral (whether specifically granted or created hereunder or created or provided for by applicable law), except (A) for the filings contemplated by clause (a) above, (B) as may be required, in connection with the disposition of any Investment Related Property, by laws generally affecting the offering and sale of Securities and (C) in the case of cause (ii) above, any applicable Gaming Authority.

          (d) Such Grantor is in compliance with its obligations under Section 4.

      5.5 Goods & Receivables .

          (a) Except where the failure to be so would not reasonably be expected to have a Material Adverse Effect, each Receivable (i) is and will be the legal, valid and binding obligation of the Account Debtor in respect thereof, representing an unsatisfied obligation of such Account Debtor, (ii) is and will be enforceable in accordance with its terms, (iii) is not and will not be subject to any credits, rights of recoupment, setoffs, defenses, taxes, counterclaims (except with respect to refunds, returns and allowances in the ordinary course of business with respect to damaged merchandise) and (iv) is and will be in compliance with all applicable laws, whether federal, state, local or foreign.

          (b) None of the Account Debtors in respect of any Receivable in excess of $2,500,000 individually or $10,000,000 in the aggregate is the government of the United States, any agency or instrumentality thereof, any state or municipality or any foreign sovereign. No Receivable in excess of $2,500,000 individually or $10,000,000 in the aggregate requires the consent of the Account Debtor in respect thereof in connection with the security interest hereunder, except any consent which has been obtained.

          (c) Except where the failure to be so would not reasonably be expected to have a Material Adverse Effect, any Goods now or hereafter produced by any Grantor included in the Collateral have been and will be produced in compliance with the requirements of the Fair Labor Standards Act, as amended, and the rules and regulations promulgated thereunder.

      5.6 Intellectual Property .

          (a) It is the sole and exclusive owner of the entire right, title, and interest in and to all Intellectual Property that is attributed to such Grantor on Schedule 5.2(II) (as such

schedule may be amended or supplemented from time to time), and owns or, to such Grantor’s knowledge, has the valid right to use all other Intellectual Property used in or necessary to conduct its business, free and clear of all Liens other than Permitted Liens.

          (b) All Intellectual Property purported as owned by such Grantor has not been finally adjudged invalid or unenforceable and all such Intellectual Property that has been registered or issued is subsisting, and except in case as would not reasonably be expected to have a Material Adverse Effect, such Grantor has performed all acts and has paid all renewal, maintenance, and other fees and taxes required to maintain each and every registration and application of Copyrights, Patents and Trademarks purported as owned by such Grantor in full force and effect.

          (c) No holding, decision, ruling, or judgment has been rendered in any action or proceeding before any court or administrative authority challenging the validity, enforceability, or scope of, or such Grantor’s right to register, own or use, any Intellectual Property purported as owned by such Grantor and no such action or proceeding (excluding oppositions or challenges brought in connection with applications before the United States Patent and Trademark Office or the United States Copyright Office) is pending or, to such Grantor’s knowledge, threatened.

          (d) All registrations, issuances, and applications for Copyrights, Patents and Trademarks owned by such Grantor are held of record in the name of such Grantor.

          (e) Such Grantor has been using its Trademarks, Patents and Copyrights with all legends and notices required by law, except to the extent that not using such legends will not invalidate any material Trademarks, Patents and Copyrights or result in the loss of such Grantor’s ownership rights therein.

          (f) Such Grantor has taken commercially reasonable steps to protect the confidentiality of its Trade Secrets in accordance with industry standards.

          (g) Such Grantor controls, in all material respects, the nature and quality of all products sold and all services rendered under or in connection with all Trademarks material to such Grantor’s business and has taken commercially reasonable actions to insure that all licensees of the Trademarks owned by such Grantor comply in all material respects with such Grantor’s standards of quality.

          (h) Except as set forth on Schedule 5.6, to such Grantor’s knowledge, the conduct of such Grantor’s business does not infringe, misappropriate, dilute or otherwise violate any Intellectual Property right of any other Person; no claim has been made that the use of any Intellectual Property owned or used by such Grantor (or any of its respective licensees) infringes, misappropriates, dilutes or otherwise violates the asserted rights of any other Person; and no demand that such Grantor enter into a license or co-existence agreement has been made but not resolved.

          (i) Except in each case as would reasonably be expected not to have a Material Adverse Effect, to such Grantor’s knowledge, no Person is infringing, misappropriating, diluting or otherwise violating any rights in any Intellectual Property owned, licensed or used by such Grantor, or any of its respective licensees.

          (j) No settlement or consents, covenants not to sue, co-existence agreements, non-assertion assurances, or releases have been entered into by such Grantor or binds such Grantor in a manner that could materially adversely affect such Grantor’s rights to own, license or use any Intellectual Property that is material to such Grantor’s business.

      5.7 Pledged Debt.

          (a) All of the Pledged Debt issued by ACEP or any of its Subsidiaries owned by such Grantor has been duly authorized, authenticated or issued (to the extent evidenced by an Instrument), and has been delivered to the Collateral Trustee and is the legal, valid and binding obligation of the issuers thereof and is not in default.

          (b) All of the Pledged Debt owned by such Grantor constitutes all of the issued and outstanding intercompany Indebtedness owing to such Grantor.

SECTION 6. COVENANTS AND AGREEMENTS.

Each Grantor hereby covenants and agrees that:

      6.1 Grantor Information & Status . Without limiting any prohibitions or restrictions on mergers or other transactions set forth in the Indenture or any other Secured Debt Document, it shall not change such Grantor’s name, identity, corporate structure (e.g. by merger, consolidation, change in corporate form or otherwise), sole place of business (or principal residence if such Grantor is a natural person), chief executive office, type of organization or jurisdiction of organization or establish any trade names unless it shall have (a) promptly notified the Collateral Trustee in writing (and, in any event, within sixty (60) days after) of any such change or establishment, identifying such new proposed name, identity, corporate structure, sole place of business (or principal residence if such Grantor is a natural person), chief executive office, jurisdiction of organization or trade name and providing such other information in connection therewith as the Collateral Trustee may reasonably request and (b) taken all actions necessary to maintain the continuous validity, perfection and the same or better priority of the Collateral Trustee’s security interest in the Collateral granted or intended to be granted and agreed to hereby, which in the case of any merger or other change in corporate structure shall include, without limitation, executing and delivering to the Collateral Trustee a completed Pledge Supplement (together with all supplements to schedules thereto) upon completion of such merger or other change in corporate structure confirming the grant of the security interest hereunder.

      6.2 Collateral Identification; Special Collateral .

          (a) In the event that it hereafter acquires any Collateral of a type described in Section 5.2(b), it shall promptly notify the Collateral Trustee thereof in writing and take such actions and execute such documents and make such filings all at Grantor’s expense as the Collateral Trustee may reasonably request in order to ensure that the Collateral Trustee has a valid, perfected, first priority security interest in such Collateral, subject to any Permitted Liens. Notwithstanding the foregoing, no Grantor shall be required to notify the Collateral Trustee or take any such action unless such Collateral is of a material value or is material to such Grantor’s business.

          (b) In the event that it hereafter acquires or has any Commercial Tort Claim it shall deliver to the Collateral Trustee a completed Pledge Supplement (together with all supplements to schedules thereto), identifying such new Commercial Tort Claims.

      6.3 Ownership of Collateral and Absence of Other Liens .

          (a) Except for the security interest created by this Agreement, it shall not create or suffer to exist any Lien upon or with respect to any of the Collateral, other than Permitted Liens, and such Grantor shall make reasonable efforts to defend the Collateral against all Persons at any time claiming any interest therein;

          (b) Upon such Grantor or any officer of such Grantor obtaining knowledge thereof, it shall promptly notify the Collateral Trustee in writing of any event that may have a material adverse effect on the value of the Collateral or any portion thereof, the ability of any Grantor or the Collateral Trustee to dispose of the Collateral or any portion thereof, or the rights and remedies of the Collateral Trustee in relation thereto, including, without limitation, the levy of any legal process against the Collateral or any portion thereof.

          (c) It shall not voluntarily sell, transfer or assign (by operation of law or otherwise), permit to lapse, abandon or exclusively license (other than in the ordinary course) to another Person any Collateral, except (x) as otherwise permitted by the Indenture and the other Secured Debt Documents and (y) that the Grantors shall not be required to preserve any such Collateral if such Grantors determine in their reasonable business judgment that the preservation thereof is no longer desirable in the conduct of the business of ACEP and its Subsidiaries, taken as a whole, and that the loss thereof is not adverse in any material respect to the Secured Parties.

      6.4 Status of Security Interest .

          (a) Subject to the limitations set forth in subsection (b) of this Section 6.4, each Grantor shall maintain the security interest of the Collateral Trustee hereunder in all Collateral as valid, perfected, first priority Liens (subject to Permitted Liens).

          (b) Notwithstanding the foregoing, no Grantor shall be required to take any action to perfect any Collateral that can only be perfected by (i) Control or (ii) federal or foreign filings with respect to Intellectual Property, in each case except as and to the extent specified in Section 4.

      6.5 Goods & Receivables .

          (a) It shall not deliver any Document evidencing any Equipment or Inventory to any Person other than (i) the issuer of such Document to claim the Goods evidenced thereby or (ii) the Collateral Trustee.

          (b) If any Equipment or Inventory is in possession or control of any warehouseman, bailee or other third party (other than a Consignee under a Consignment for which such Grantor is the Consignor), such Grantor shall join with the Collateral Trustee in notifying the third party of the Collateral Trustee’s security interest and obtaining an acknowledgment from the third party that it is holding the Equipment and Inventory for the benefit of the Collateral Trustee and will permit the Collateral Trustee to have access to Equipment or Inventory for purposes of inspecting such Collateral or, following a Secured Debt Event of Default, to remove same from such premises if the Collateral Trustee so elects (and the Grantors shall not permit Equipment and Inventory in excess of $5,000,000 in the aggregate to be in the possession or control of such third parties that have provided such an acknowledgment); and with respect to any Goods subject to a Consignment for which such Grantor is the Consignor, such Grantor shall make commercially reasonable efforts to file appropriate financing statements

against the Consignee and take such other action as may be reasonably necessary to ensure that the Grantor has a first priority perfected security interest in such Goods.

          (c) It shall keep and maintain at