Common use of Additional Collateral; Acquisition of Assets or Property Clause in Contracts

Additional Collateral; Acquisition of Assets or Property. Concurrently with the acquisition by Xxxx Las Vegas, any Restricted Entity or any of their respective Restricted Subsidiaries of any assets or property (other than a Subsidiary of either Xxxx Las Vegas or any Restricted Entity), to the extent not prohibited by Gaming Authorities or applicable Gaming Laws and subject to the Intercreditor Agreements, Xxxx Las Vegas and the Restricted Entities shall, and shall cause their respective Restricted Subsidiaries to, cause the applicable entity to: (a) in the case of the acquisition of personal property (other than FF&E Collateral and Aircraft Assets) with an aggregate fair market value in excess of $50,000 for all such acquired personal property, execute and deliver to the Trustee such Uniform Commercial Code financing statements, if any, as are necessary or, in the opinion of the Trustee, desirable to perfect and protect the Trustee's security interest in such assets or property; (b) in the case of the acquisition of real property, that (i) is contiguous to any real property included in the Collateral (other than a Golf Course Home) or (ii) has a fair market value in excess of $5.0 million in the aggregate or $2.5 million individually, execute and deliver to the Trustee: (1) a deed of trust, substantially in the form of the Deeds of Trust (with such modifications as are necessary to comply with applicable law) (under which Xxxx Las Vegas, such Restricted Entity or such Restricted Subsidiary shall grant a security interest to the Trustee in such real property and any related fixtures), and (2) title and extended coverage insurance covering such real property in an amount at least equal to the purchase price of such real property; and (c) in the case of the acquisition of personal property (other than personal property in which the Trustee has a perfected security interest (subject only to Permitted Liens)) or real property subject to clauses (a) and (b) above of this Section 4.32, as applicable, promptly deliver to the Trustee such Opinions of Counsel, if any, as the Trustee may reasonably require with respect to the foregoing (including opinions as to enforceability and perfection of security interests).

Additional Collateral; Acquisition of Assets or Property. Concurrently At any time other than during any Collateral Release Period, and concurrently with the acquisition by Xxxx Las Vegas, any Restricted Entity Vegas or any of their respective its Restricted Subsidiaries of any assets or property (other than a Subsidiary of either Xxxx Las Vegas or any Restricted Entity)Vegas) that would constitute Collateral, to the extent not prohibited by Gaming Authorities or applicable Gaming Laws and subject to the Intercreditor AgreementsAgreement, Xxxx Las Vegas and the Restricted Entities shall, and shall cause their respective its Restricted Subsidiaries to, cause the applicable entity to: (a) in the case of the acquisition of personal property (other than FF&E Collateral and Aircraft Assets) with an aggregate fair market value in excess of $50,000 (other than “Excluded Assets,” as defined in the Pledge and Security Agreement) for all such acquired personal property, execute and deliver to the Trustee collateral agent under the Pledge and Security Agreement such Uniform Commercial Code financing statements, if any, as are necessary or, in the opinion of the Trustee, desirable to perfect and protect the Trustee's ’s security interest in such assets or property; (b) in the case of the acquisition of real property, that (i) is contiguous to any real property included in the Collateral (other than a Golf Course Home) or (ii) has a fair market value Fair Market Value in excess of $5.0 million in the aggregate or $2.5 million individually, execute and deliver to the Trustee: (1) a deed of trust, substantially in the form of the Deeds of Trust (with such modifications as are necessary to comply with applicable law) (under which Xxxx Las Vegas, such Restricted Entity Vegas or such Restricted Subsidiary shall grant a security interest to the Trustee in such real property and any related fixtures), and (2) title and extended coverage insurance covering such real property in an amount at least equal to the purchase price of such real property; and (c) in the case of the acquisition of personal property (other than personal property in which the Trustee has a perfected security interest (subject only to Permitted Liens)) or real property subject to clauses (a) and (b) above of this Section 4.324.26, as applicable, promptly deliver to the Trustee such Opinions of Counsel, if any, as the Trustee may reasonably require with respect to the foregoing (including opinions as to enforceability and perfection of security interests).

Additional Collateral; Acquisition of Assets or Property. Concurrently with the acquisition by Xxxx Las Vegas, any Restricted Entity the Company or any of their respective Restricted Subsidiaries Guarantor of any assets or property that either (a) secures First Lien Obligations (other than membership interests in The Fremont Street Experience Limited Liability Company) or (b) has a Subsidiary fair market value (as determined in good faith by the Board of either Xxxx Las Vegas Directors of the Company) in excess of $2.0 million individually or any Restricted Entity)$10.0 million in a series of one or more related transactions, subject to the approval by Gaming Authorities or to the extent not prohibited by Gaming Authorities or applicable Gaming Laws and subject to Laws, the Intercreditor Agreements, Xxxx Las Vegas and the Restricted Entities Company shall, and or shall cause their respective Restricted Subsidiaries to, cause the applicable entity Guarantor to: (a1) in the case of the acquisition of personal property (other than FF&E Collateral and Aircraft Assets) with an aggregate fair market value in excess of $50,000 for all such acquired personal property, execute and deliver to the Trustee Collateral Agent such Uniform Commercial Code financing statements, if any, statements or take such other actions as are shall be necessary or, or (in the opinion of the Trustee, Collateral Agent) desirable to perfect and protect the Trustee's Collateral Agent’s security interest in such assets or property; (b2) in the case of the acquisition of real property, that (i) is contiguous to any real property included in the Collateral (other than a Golf Course Home) or (ii) has a fair market value in excess of $5.0 million in the aggregate or $2.5 million individually, execute and deliver to the TrusteeCollateral Agent: (1A) a deed of trust or a leasehold deed of trust, as appropriate, substantially in the form of the Deeds deeds of Trust trust or leasehold deeds of trust, as appropriate, executed in connection with the Liens on the Casino Properties (with such modifications as are necessary to comply with applicable law) (under which Xxxx Las Vegas, such Restricted Entity or such Restricted Subsidiary shall grant a security interest to the Trustee Collateral Agent in such real property and any related fixtures), ; and (2B) title and extended coverage insurance covering such real property in an amount at least equal to the purchase price of such real property; and (c3) in the case of the acquisition of personal property (other than personal property in which the Trustee has a perfected security interest (subject only to Permitted Liens)) or real property subject to clauses (a) and (b) above of this Section 4.32, as applicable, promptly deliver to the Trustee Collateral Agent such Opinions opinions of Counselcounsel, if any, as the Trustee Collateral Agent may reasonably require with respect to the foregoing (including opinions as to enforceability and perfection of security interests); provided, however, that (i) the Company and the Guarantors shall not be required to provide a security interest in any assets or property (x) that are pledged as collateral in accordance with clause (6) or (10) of the definition of Permitted Liens, (y) that are pledged as collateral in accordance with the definition of Permitted Liens, to the extent prohibited by applicable law or (z) that are designated as “Excluded Property” or “Excluded Assets” in the Collateral Documents and (ii) no more than 65% of the Capital Stock of any Foreign Subsidiary shall be required to be pledged as Collateral. Also, if the granting of a security interest in such property requires the consent of a third party, the Company shall use commercially reasonable efforts to obtain such consent with respect to the second priority security interest for the benefit of the Collateral Agent. Any future Foreign Subsidiary of the Company that is a direct borrower with respect to the Indebtedness described in clause (1) of the second paragraph of Section 4.09 may, to the extent otherwise permitted by this Indenture, grant a security interest in its property to the lenders therein with respect to such Indebtedness, or to an agent or trustee on behalf of such lenders, to secure Obligations with respect to such Indebtedness, without being required to provide a second priority security interest upon such property as security for the Notes and the Guarantees; provided however, that no such security interest shall secure any Indebtedness of the Company, any Domestic Subsidiary or any Guarantor.

Additional Collateral; Acquisition of Assets or Property. Concurrently At any time other than during a Collateral Release Period, and concurrently with the acquisition by Xxxx Las Vegas, any Restricted Entity Vegas or any of their respective its Restricted Subsidiaries of any assets or property (other than a Subsidiary of either Xxxx Las Vegas or any Restricted Entity)Vegas) that would constitute Collateral, to the extent not prohibited by Gaming Authorities or applicable Gaming Laws and subject to the Intercreditor AgreementsAgreement, Xxxx Las Vegas and the Restricted Entities shall, and shall cause their respective its Restricted Subsidiaries to, cause the applicable entity to: (a) in the case of the acquisition of personal property (other than FF&E Collateral and Aircraft Assets) with an aggregate fair market value in excess of $50,000 (other than “Excluded Assets” as defined in the Pledge and Security Agreement) for all such acquired personal property, execute and deliver to the Trustee collateral agent under the Pledge and Security Agreement such Uniform Commercial Code financing statements, if any, as are necessary or, in the opinion of the Trustee, desirable to perfect and protect the Trustee's ’s security interest in such assets or property; (b) in the case of the acquisition of real property, that (i) is contiguous to any real property included in the Collateral (other than a Golf Course Home) or (ii) has a fair market value Fair Market Value in excess of $5.0 million in the aggregate or $2.5 million individually, execute and deliver to the Trustee: (1) a deed of trust, substantially in the form of the Deeds of Trust (with such modifications as are necessary to comply with applicable law) (under which Xxxx Las Vegas, such Restricted Entity Vegas or such Restricted Subsidiary shall grant a security interest to the Trustee in such real property and any related fixtures), and (2) title and extended coverage insurance covering such real property in an amount at least equal to the purchase price of such real property; and (c) in the case of the acquisition of personal property (other than personal property in which the Trustee has a perfected security interest (subject only to Permitted Liens)) or real property subject to clauses (a) and (b) above of this Section 4.324.26, as applicable, promptly deliver to the Trustee such Opinions of Counsel, if any, as the Trustee may reasonably require with respect to the foregoing (including opinions as to enforceability and perfection of security interests).

Additional Collateral; Acquisition of Assets or Property. Concurrently At any time other than during a Collateral Release Period, and concurrently with the acquisition by Xxxx Las Vegas, any Restricted Entity Vegas or any of their respective its Restricted Subsidiaries of any assets or property (other than a Subsidiary of either Xxxx Las Vegas or any Restricted Entity)Vegas) that would constitute Collateral, to the extent not prohibited by Gaming Authorities or applicable Gaming Laws and subject to the Intercreditor AgreementsAgreement, Xxxx Las Vegas and the Restricted Entities shall, and shall cause their respective its Restricted Subsidiaries to, cause the applicable entity to: (a) in the case of the acquisition of personal property (other than FF&E Collateral and Aircraft Assets) with an aggregate fair market value in excess of $50,000 (other than Aircraft Assets) for all such acquired personal property, execute and deliver to the Trustee Collateral Agent such Uniform Commercial Code financing statements, if any, as are necessary or, in the opinion of the Trustee, desirable to perfect and protect the Trustee's security interest in such assets or property; (b) in the case of the acquisition of real property, that (i) is contiguous to any real property included in the Collateral (other than a Golf Course Home) or (ii) has a fair market value Fair Market Value in excess of $5.0 million in the aggregate or $2.5 million individually, execute and deliver to the Trustee: (1) a deed of trust, substantially in the form of the Deeds of Trust (with such modifications as are necessary to comply with applicable law) (under which Xxxx Las Vegas, such Restricted Entity Vegas or such Restricted Subsidiary shall grant a security interest to the Trustee in such real property and any related fixtures), and (2) title and extended coverage insurance covering such real property in an amount at least equal to the purchase price of such real property; and (c) in the case of the acquisition of personal property (other than personal property in which the Trustee has a perfected security interest (subject only to Permitted Liens)) or real property subject to clauses (a) and (b) above of this Section 4.324.29, as applicable, promptly deliver to the Trustee such Opinions of Counsel, if any, as the Trustee may reasonably require with respect to the foregoing (including opinions as to enforceability and perfection of security interests).

Additional Collateral; Acquisition of Assets or Property. Concurrently At any time other than during any Collateral Release Period, and concurrently with the acquisition by Xxxx Wxxx Las Vegas, any Restricted Entity Vegas or any of their respective its Restricted Subsidiaries of any assets or property (other than a Subsidiary of either Xxxx Wxxx Las Vegas or any Restricted Entity)Vegas) that would constitute Collateral, to the extent not prohibited by Gaming Authorities or applicable Gaming Laws and subject to the Intercreditor AgreementsAgreement, Xxxx Wxxx Las Vegas and the Restricted Entities shall, and shall cause their respective its Restricted Subsidiaries to, cause the applicable entity to: (a) in the case of the acquisition of personal property (other than FF&E Collateral and Aircraft Assets) with an aggregate fair market value in excess of $50,000 (other than “Excluded Assets,” as defined in the Pledge and Security Agreement) for all such acquired personal property, execute and deliver to the Trustee collateral agent under the Pledge and Security Agreement such Uniform Commercial Code financing statements, if any, as are necessary or, in the opinion of the Trustee, desirable to perfect and protect the Trustee's ’s security interest in such assets or property; (b) in the case of the acquisition of real property, that (i) is contiguous to any real property included in the Collateral (other than a Golf Course Home) or (ii) has a fair market value Fair Market Value in excess of $5.0 million in the aggregate or $2.5 million individually, execute and deliver to the Trustee: (1) a deed of trust, substantially in the form of the Deeds of Trust (with such modifications as are necessary to comply with applicable law) (under which Xxxx Wxxx Las Vegas, such Restricted Entity Vegas or such Restricted Subsidiary shall grant a security interest to the Trustee in such real property and any related fixtures), and (2) title and extended coverage insurance covering such real property in an amount at least equal to the purchase price of such real property; and (c) in the case of the acquisition of personal property (other than personal property in which the Trustee has a perfected security interest (subject only to Permitted Liens)) or real property subject to clauses (a) and (b) above of this Section 4.324.26, as applicable, promptly deliver to the Trustee such Opinions of Counsel, if any, as the Trustee may reasonably require with respect to the foregoing (including opinions as to enforceability and perfection of security interests).

Additional Collateral; Acquisition of Assets or Property. Concurrently At any time other than during a Collateral Release Period, and concurrently with the acquisition by Xxxx Las Vegas, any Restricted Entity Vegas or any of their respective its Restricted Subsidiaries of any assets or property (other than a Subsidiary of either Xxxx Las Vegas or any Restricted Entity)Vegas) that would constitute Collateral, to the extent not prohibited by Gaming Authorities or applicable Gaming Laws and subject to the Intercreditor AgreementsAgreement, Xxxx Las Vegas and the Restricted Entities shall, and shall cause their respective its Restricted Subsidiaries to, cause the applicable entity to: (a) in the case of the acquisition of personal property (other than FF&E Collateral and Aircraft Assets) with an aggregate fair market value in excess of $50,000 (other than Aircraft Assets) for all such acquired personal property, execute and deliver to the Trustee Collateral Agent such Uniform Commercial Code financing statements, if any, as are necessary or, in the opinion of the Trustee, desirable to perfect and protect the Trustee's ’s security interest in such assets or property; (b) in the case of the acquisition of real property, that (i) is contiguous to any real property included in the Collateral (other than a Golf Course Home) or (ii) has a fair market value Fair Market Value in excess of $5.0 million in the aggregate or $2.5 million individually, execute and deliver to the Trustee: (1) a deed of trust, substantially in the form of the Deeds of Trust (with such modifications as are necessary to comply with applicable law) (under which Xxxx Las Vegas, such Restricted Entity Vegas or such Restricted Subsidiary shall grant a security interest to the Trustee in such real property and any related fixtures), and (2) title and extended coverage insurance covering such real property in an amount at least equal to the purchase price of such real property; and (c) in the case of the acquisition of personal property (other than personal property in which the Trustee has a perfected security interest (subject only to Permitted Liens)) or real property subject to clauses (a) and (b) above of this Section 4.324.27, as applicable, promptly deliver to the Trustee such Opinions of Counsel, if any, as the Trustee may reasonably require with respect to the foregoing (including opinions as to enforceability and perfection of security interests).