Common use of Security Interests; Further Assurances Clause in Contracts

Security Interests; Further Assurances. Promptly upon the reasonable request of the Administrative Agent or any Lender, at its expense, it will execute, acknowledge and deliver, and cause its Restricted Subsidiaries to execute, acknowledge and deliver and thereafter register, file or record, and cause its Restricted Subsidiaries to register, file or record, in an appropriate governmental office, any document or instrument supplemental to or confirmatory of the Security Documents or otherwise deemed by the Administrative Agent reasonably necessary or desirable for the continued validity, perfection and priority of the Liens on the Collateral covered thereby with no other Liens thereon except for Permitted Encumbrances, or obtain any consents or waivers as may be necessary or appropriate in connection therewith. It will and will cause its Restricted Subsidiaries to deliver or cause to be delivered to the Administrative Agent from time to time such other documentation, consents, authorizations, approvals and orders in form and substance reasonably satisfactory to the Administrative Agent as the Administrative Agent shall reasonably deem necessary to perfect or maintain the Liens on the Collateral pursuant to the Security Documents. Upon the exercise by the Administrative Agent or any Lender of any power, right, privilege or remedy pursuant to any Loan Document which requires any consent, approval, registration, qualification or authorization of any Governmental Authority, it will and will cause its Restricted Subsidiaries to execute and deliver all applications, certifications, instruments and other documents and papers that the Administrative Agent or such Lender may require. If the Administrative Agent or the Required Lenders determine that they are required by law to have appraisals prepared in respect of the Real Property of any Restricted Subsidiary constituting or about to become Collateral, it shall provide to the Administrative Agent appraisals that satisfy the applicable requirements of the Real Estate Appraisal Reform Amendments of FIRREA and are otherwise in form and substance reasonably satisfactory to the Administrative Agent.

Security Interests; Further Assurances. Promptly Each Credit Party shall, at its own cost and expense, take any and all actions necessary to defend title to the Collateral against all persons and to defend the security interest of the Collateral Agent in the Collateral and the priority thereof against any Lien not expressly permitted pursuant to Section 6.02 of the Credit Agreement. Promptly, upon the reasonable request of the Administrative Agent or any Lenderthe Collateral Agent, at its Borrower’s expense, it will execute, acknowledge and deliver, or cause the execution, acknowledgment and cause its Restricted Subsidiaries to executedelivery of, acknowledge and deliver and thereafter register, file or record, and or cause its Restricted Subsidiaries to registerbe registered, file filed or recordrecorded, in an appropriate governmental office, any document or instrument supplemental to or confirmatory of the Security Collateral Documents or otherwise deemed by Administrative Agent or the Administrative Collateral Agent reasonably necessary or desirable for the continued validity, perfection and priority of the Liens on the Collateral covered thereby with no superior to and prior to the rights of all third persons other than the holders of Permitted Liens and subject to other Liens thereon except for Permitted Encumbrancesas permitted by the Security Documents, or obtain any consents consents, including, without limitation, access agreements or landlord or similar Lien waivers and consents, as may be reasonably necessary or appropriate in connection therewith, and as may be obtained by using commercially reasonable efforts. It will and will cause its Restricted Subsidiaries to deliver Deliver or cause to be delivered to the Administrative Agent from time to time such other documentation, consents, authorizations, approvals and orders in form and substance reasonably satisfactory to the Administrative Agent as the Administrative Agent shall reasonably deem necessary to perfect or maintain the Liens on the Collateral pursuant to the Security Documents. Upon the exercise by the Administrative Agent or any Lender the Collateral Agent of any power, right, privilege or remedy pursuant to any Loan Document which requires any consent, approval, registration, qualification or authorization of any Governmental AuthorityAuthority or any other person, it will and will cause its Restricted Subsidiaries to execute and deliver and/or obtain all applications, certifications, instruments and other documents and papers that the Administrative Agent or such Lender the Collateral Agent may require. If the Administrative Agent or the Required Lenders determine that they are be so required by law to have appraisals prepared in respect of the Real Property of any Restricted Subsidiary constituting or about to become Collateral, it shall provide to the Administrative Agent appraisals that satisfy the applicable requirements of the Real Estate Appraisal Reform Amendments of FIRREA and are otherwise in form and substance reasonably satisfactory to the Administrative Agentobtain.

Security Interests; Further Assurances. Promptly Promptly, upon the reasonable request of the Administrative Agent or any LenderAgent, at its Borrower’s expense, it will execute, acknowledge and deliver, or cause the execution, acknowledgment and cause its Restricted Subsidiaries to executedelivery of, acknowledge and deliver and thereafter register, file or record, and or cause its Restricted Subsidiaries to registerbe registered, file filed or recordrecorded, in an appropriate governmental office, any document or instrument supplemental to or confirmatory of the Security Documents or otherwise deemed by the Administrative Agent reasonably necessary or desirable for the continued validity, perfection and priority of the Liens on the Collateral covered thereby with no superior to and prior to the rights of all third Persons other than the holders of Permitted Liens and subject to other Liens thereon except for Permitted Encumbrancesas permitted by the Security Documents, or obtain any consents consents, including, without limitation, landlord or similar lien waivers and consents, as may be necessary or appropriate in connection therewith. It will The Credit Parties shall take any actions reasonably required by the Administrative Agent to ensure and/or demonstrate that the Lien and will cause its Restricted Subsidiaries security interests granted by the Security Documents continue to be perfected under the UCC or otherwise after the establishment of any Incremental Term Loan or Incremental Term Loan Commitments deliver or cause to be delivered to the Administrative Agent from time to time such other documentation, consents, authorizations, approvals and orders in form and substance reasonably satisfactory to the Administrative Agent as the Administrative Agent shall reasonably deem necessary to perfect or maintain the Liens on the Collateral pursuant to the Security Documents. Upon the exercise by the Administrative Agent or any Lender the Lenders of any power, right, privilege or remedy pursuant to any Loan Credit Document which requires any consent, approval, registration, qualification or authorization of any Governmental Authority, it will and will cause its Restricted Subsidiaries to Authority execute and deliver all applications, certifications, instruments and other documents and papers that the Administrative Agent or such Lender the Lenders may requirebe so required to obtain. If the Administrative Agent or the Required Lenders determine that they are required by law or regulation to have appraisals prepared in respect of the Real Property of any Restricted Subsidiary Credit Party constituting or about to become Collateral, it Borrower shall provide to the Administrative Agent appraisals that satisfy the applicable requirements of the Real Estate Appraisal Reform Amendments of FIRREA and are otherwise in form and substance reasonably satisfactory to the Administrative Agent.

Security Interests; Further Assurances. Promptly Each Credit Party shall, promptly, upon the reasonable request of Collateral Agent, and so long as such request (or compliance with such request) does not violate any Gaming Law (or, if such request is subject to an approval by the Administrative Agent or any LenderGaming Authority, Borrower hereby agrees to use commercially reasonable efforts to obtain such approval), at its Borrower’s expense, it will execute, acknowledge and deliver, or cause the execution, acknowledgment and cause its Restricted Subsidiaries to executedelivery of, acknowledge and deliver and thereafter register, file or record, and or cause its Restricted Subsidiaries to registerbe registered, file filed or recordrecorded, in an appropriate governmental office, any document or instrument supplemental to or confirmatory of the Security Documents or otherwise deemed by the Administrative Collateral Agent reasonably necessary or desirable to create, protect or perfect or for the continued validity, perfection and priority of the Liens on the Collateral covered thereby with no other Liens thereon except for Permitted Encumbrances, or obtain any consents or waivers as may be necessary or appropriate in connection therewith. It will and will cause its Restricted Subsidiaries to deliver or cause purported to be delivered covered thereby (subject to any applicable provisions set forth in the Security Agreement with respect to limitations on grant of security interests in certain types of Pledged Collateral and limitations or exclusions from the requirement to perfect Liens on such Pledged Collateral and any applicable Requirements of Law including, without limitation, any Gaming Laws) subject to no Liens other than Permitted Liens; provided that, notwithstanding anything to the Administrative Agent from time contrary herein or in any other Credit Document, in no event shall any Company be required to time such other documentationenter into control agreements with respect to its deposit accounts, consents, authorizations, approvals and orders in form and substance reasonably satisfactory to securities accounts or commodity accounts. In the Administrative Agent as the Administrative Agent shall reasonably deem necessary to perfect or maintain the Liens on the Collateral pursuant to the Security Documents. Upon case of the exercise by the Administrative Collateral Agent or the Lenders or any Lender other Secured Party of any power, right, privilege or remedy pursuant to any Loan Credit Document following the occurrence and during the continuation of an Event of Default which requires any consent, approval, registration, qualification or authorization of any Governmental Authority, it will Borrower and will cause each of its Restricted Subsidiaries shall use commercially reasonable efforts to promptly execute and deliver all applications, certifications, instruments and other documents and papers that the Administrative Agent or such Lender may require. If the Administrative Collateral Agent or the Required Lenders determine that they are may be so required by law to have appraisals prepared in respect of the Real Property of any Restricted Subsidiary constituting or about to become Collateral, it shall provide to the Administrative Agent appraisals that satisfy the applicable requirements of the Real Estate Appraisal Reform Amendments of FIRREA and are otherwise in form and substance reasonably satisfactory to the Administrative Agentobtain.

Security Interests; Further Assurances. Promptly Promptly, upon the reasonable request of the Administrative Agent, the Collateral Agent or any Lender, at its the Borrower’s expense, it will execute, acknowledge and deliver, or cause the execution, acknowledgment and cause its Restricted Subsidiaries to executedelivery of, acknowledge and deliver and thereafter register, file or record, and or cause its Restricted Subsidiaries to registerbe registered, file filed or recordrecorded, in an appropriate governmental office, any document or instrument supplemental to or confirmatory of the Security Documents or otherwise deemed by the Administrative Agent or the Collateral Agent reasonably necessary or desirable for the continued validity, perfection and priority of the Liens on the Collateral covered thereby with subject to no other Liens thereon except for Permitted Encumbrancesas permitted by the applicable Security Document, or obtain any consents or waivers as may be necessary or appropriate in connection therewith. It will and will cause its Restricted Subsidiaries to deliver Deliver or cause to be delivered to the Administrative Agent and the Collateral Agent from time to time such other documentation, consents, authorizations, approvals and orders in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent as the Administrative Agent and the Collateral Agent shall reasonably deem necessary to perfect or maintain the Liens on the Collateral pursuant to the Security Documents. Upon the exercise by the Administrative Agent, the Collateral Agent or any Lender of any power, right, privilege or remedy pursuant to any Loan Document which requires any consent, approval, registration, qualification or authorization of any Governmental Authority, it will and will cause its Restricted Subsidiaries to Authority execute and deliver all applications, certifications, instruments and other documents and papers that the Administrative Agent, the Collateral Agent or such Lender may reasonably require. If the Administrative Agent, the Collateral Agent or the Required Lenders determine that they are required by law a Requirement of Law to have appraisals prepared in respect of the Real Property of any Restricted Subsidiary Loan Party constituting or about to become Collateral, it Borrower shall provide to the Administrative Agent appraisals that satisfy the applicable requirements of the Real Estate Appraisal Reform Amendments of FIRREA and are otherwise in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent.

Security Interests; Further Assurances. Promptly Promptly, upon the reasonable request of the Administrative Agent, the Collateral Agent or any Lender, at its Borrower’s expense, it will execute, acknowledge and deliver, or cause the execution, acknowledgment and cause its Restricted Subsidiaries to executedelivery of, acknowledge and deliver and thereafter register, file or record, and or cause its Restricted Subsidiaries to registerbe registered, file filed or recordrecorded, in an appropriate governmental office, any document or instrument supplemental to or confirmatory of the Security Documents or otherwise deemed by the Administrative Agent or the Collateral Agent reasonably necessary or desirable for the continued validity, perfection and priority of the Liens on the Collateral covered thereby with subject to no other Liens thereon except for Permitted Encumbrancesas permitted by the applicable Security Document, or obtain any consents or waivers as may be necessary or appropriate in connection therewith. It will and will cause its Restricted Subsidiaries to deliver Deliver or cause to be delivered to the Administrative Agent and the Collateral Agent from time to time such other documentation, consents, authorizations, approvals and orders in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent as the Administrative Agent and the Collateral Agent shall reasonably deem necessary to perfect or maintain the Liens on the Collateral pursuant to the Security Documents. Upon the exercise by the Administrative Agent, the Collateral Agent or any Lender of any power, right, privilege or remedy pursuant to any Loan Document which requires any consent, approval, registration, qualification or authorization of any Governmental Authority, it will and will cause its Restricted Subsidiaries to Authority execute and deliver all applications, certifications, instruments and other documents and papers that the Administrative Agent, the Collateral Agent or such Lender may require. If the Administrative Agent, the Collateral Agent or the Required Lenders determine that they are required by law a Requirement of Law to have appraisals prepared in respect of the Real Property of any Restricted Subsidiary Loan Party constituting or about to become Collateral, it Borrower shall provide to the Administrative Agent appraisals that satisfy the applicable requirements of the Real Estate Appraisal Reform Amendments of FIRREA and are otherwise in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent.

Security Interests; Further Assurances. Promptly Promptly, upon the reasonable request of the Administrative Agent, the Collateral Agent or any Lenderthe Required Lenders, at its Borrowers’ expense, it will execute, acknowledge and deliver, or cause the execution, acknowledgment and cause its Restricted Subsidiaries to executedelivery of, acknowledge and deliver and thereafter register, file or record, and or cause its Restricted Subsidiaries to registerbe registered, file filed or recordrecorded, in an appropriate governmental office, any document or instrument supplemental to or confirmatory of the Security Documents or otherwise deemed by the Administrative Agent or the Collateral Agent reasonably necessary or desirable for the continued validity, perfection and priority of the Liens on the Collateral covered thereby with subject to no other Liens thereon except for Permitted Encumbrancesas permitted by the applicable Security Document or this Agreement, or use reasonable commercial efforts to obtain any consents or waivers as may be necessary or appropriate in connection therewith. It will and will cause its Restricted Subsidiaries to deliver Deliver or cause to be delivered to the Administrative Agent and the Collateral Agent from time to time such other documentation, consents, authorizations, approvals and orders in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent as the Administrative Agent and the Collateral Agent shall reasonably deem necessary to perfect or maintain the Liens on the Collateral pursuant to the Security Documents. Upon the exercise by the Administrative Agent, the Collateral Agent or any Lender the Required Lenders of any power, right, privilege or remedy pursuant to any Loan Document which requires any consent, approval, registration, qualification or authorization of any Governmental Authority, it will and will cause its Restricted Subsidiaries to Authority execute and deliver all applications, certifications, instruments and other documents and papers that the Administrative Agent, the Collateral Agent or such Lender Lenders may require. If the Administrative Agent, the Collateral Agent or the Required Lenders determine that they are required by law a Requirement of Law to have appraisals prepared in respect of the Real Property of any Restricted Subsidiary Loan Party constituting or about to become Collateral, it Holdings shall provide to the Administrative Agent appraisals that satisfy the applicable requirements of the Real Estate Appraisal Reform Amendments of FIRREA and are otherwise in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent.

Security Interests; Further Assurances. Promptly Subject to the terms of the Security Documents, Section 5.10 and Section 5.15, promptly, upon the reasonable request of the Administrative Agent or the Collateral Agent (i) correct any Lendermaterial defect or error that may be discovered in the execution, at its expenseacknowledgment, it will execute, acknowledge and deliver, and cause its Restricted Subsidiaries to execute, acknowledge and deliver and thereafter register, file filing or record, and cause its Restricted Subsidiaries to register, file recordation of any Security Document or record, in an appropriate governmental office, any other document or instrument supplemental to or confirmatory of the Security Documents or otherwise deemed by the Administrative Agent reasonably necessary or desirable for the continued validity, perfection and priority of the Liens on the Collateral covered thereby with no other Liens thereon except for Permitted Encumbrances, or obtain any consents or waivers as may be necessary or appropriate in connection therewith. It will and will cause its Restricted Subsidiaries to deliver or cause to be delivered to the Administrative Agent from time to time such other documentation, consents, authorizations, approvals and orders in form and substance reasonably satisfactory to the Administrative Agent as the Administrative Agent shall reasonably deem necessary to perfect or maintain the Liens on the Collateral pursuant to the Security Documents. Upon the exercise by the Administrative Agent or any Lender of any power, right, privilege or remedy pursuant relating to any Loan Document which requires Collateral, and (ii) do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any consentand all such further acts, approvaldeeds, registrationcertificates, qualification or authorization of any Governmental Authority, it will and will cause its Restricted Subsidiaries to execute and deliver all applications, certifications, instruments assurances and other documents and papers that the Administrative Agent or such Lender may require. If instruments as the Administrative Agent or the Required Lenders determine that they are required by law Collateral Agent may reasonably request from time to have appraisals prepared time in respect order to carry out more effectively the purposes of this Agreement and the Real Security Document; provided that, notwithstanding anything else contained herein or in any other Loan Document to the contrary, (x) the foregoing shall not apply to any Excluded Subsidiary or Property of any Restricted Excluded Subsidiary constituting or about any Excluded Property or any Excluded Equity Interests, (y) any such documents and deliverables (other than certain mortgages of Material Property) shall be governed by New York law and (z) no other perfection actions by “control” (except with respect to become CollateralEquity Interests and certain debt instruments), it leasehold mortgages or landlord waivers, estoppels or collateral access agreements shall provide be required to be taken or entered into hereunder or under any other Loan Document. Notwithstanding the foregoing or anything else herein or in any other Loan Document to the Administrative Agent appraisals that satisfy contrary, in no event shall (A) the applicable requirements assets of any Excluded U.S. Subsidiary or Excluded Foreign Subsidiary constitute security or secure, or such assets or the proceeds of such assets be required to be available for, payment of the Real Estate Appraisal Reform Amendments Obligations, (B) more than sixty-five percent (65%) of FIRREA and are otherwise the Voting Stock of any CFC Holding Company or Excluded Foreign Subsidiary, in form and substance reasonably satisfactory each case, owned directly by a Credit Party required to be pledged to secure the Administrative AgentObligations or (C) any Equity Interests of any subsidiary owned by any Excluded Foreign Subsidiary or Excluded U.S. Subsidiary (or any Subsidiary of any Excluded Foreign Subsidiary or Excluded U.S. Subsidiary) be required to be pledged to secure the Obligations.

Security Interests; Further Assurances. Promptly Promptly, upon the reasonable request of the Administrative Agent, the Collateral Agent or any Lender, at its Borrower's expense, it will execute, acknowledge and deliver, or cause the execution, acknowledgment and cause its Restricted Subsidiaries to executedelivery of, acknowledge and deliver and thereafter register, file or record, and or cause its Restricted Subsidiaries to registerbe registered, file filed or recordrecorded, in an appropriate governmental office, any document or instrument supplemental to or confirmatory of the Security Documents or otherwise deemed by the Administrative Agent or the Collateral Agent reasonably necessary or desirable for the continued validity, perfection and priority of the Liens on the Collateral covered thereby with subject to no other Liens thereon except for Permitted Encumbrancesas permitted by the applicable Security Document, or obtain any consents or waivers as may be necessary or appropriate in connection therewith. It will and will cause its Restricted Subsidiaries to deliver Deliver or cause to be delivered to the Administrative Agent and the Collateral Agent from time to time such other documentation, consents, authorizations, approvals and orders in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent as the Administrative Agent and the Collateral Agent shall reasonably deem necessary to perfect or maintain the Liens on the Collateral pursuant to the Security Documents. Upon the exercise by the Administrative Agent, the Collateral Agent or any Lender of any power, right, privilege or remedy pursuant to any Loan Document which requires any consent, approval, registration, qualification or authorization of any Governmental Authority, it will and will cause its Restricted Subsidiaries to execute and deliver all applications, certifications, instruments and other documents and papers that the Administrative Agent, the Collateral Agent or such Lender may require. If the Administrative Agent, the Collateral Agent or the Required Lenders determine that they are required by law a Requirement of Law to have appraisals prepared in respect of the Real Property of any Restricted Subsidiary Loan Party constituting or about to become Collateral, it Borrower shall provide to the Administrative Agent appraisals that satisfy the applicable requirements of the Real Estate Appraisal Reform Amendments of FIRREA and are otherwise in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent.

Security Interests; Further Assurances. Promptly Promptly, upon the reasonable request of the Administrative Agent, Collateral Agent or any Lender, at its Borrower’s expense, it will execute, acknowledge and deliver, or cause the execution, acknowledgment and cause its Restricted Subsidiaries to executedelivery of, acknowledge and deliver and thereafter register, file or record, and or cause its Restricted Subsidiaries to registerbe registered, file filed or recordrecorded, in an appropriate governmental office, any document or instrument supplemental to or confirmatory of the Security Documents or otherwise deemed by the Administrative Agent or Collateral Agent reasonably necessary or desirable for the continued validity, perfection and priority of the Liens on the Collateral covered thereby with subject to no other Liens thereon except for Permitted Encumbrances, or obtain any consents or waivers as may be necessary or appropriate in connection therewithCollateral Liens. It will and will cause its Restricted Subsidiaries to deliver Deliver or cause to be delivered to the Administrative Agent and Collateral Agent from time to time such other documentation, consents, authorizations, approvals and orders in form and substance reasonably satisfactory to the Administrative Agent and Collateral Agent as the Administrative Agent and Collateral Agent shall reasonably deem necessary to perfect or maintain the Liens on the Collateral pursuant to the Security Documents. Upon the exercise by the Administrative Agent, Collateral Agent or any Lender of any power, right, privilege or remedy pursuant to any Loan Document which requires any consent, approval, registration, qualification or authorization of any Governmental Authority, it will and will cause its Restricted Subsidiaries to Authority execute and deliver all applications, certifications, instruments and other documents and papers that the Administrative Agent, Collateral Agent or such Lender may require; provided that, except with respect to Norcraft Canada, no action shall be required hereunder to create or perfect any security interest in any property under the law of any jurisdiction other than the United States; provided, further, no action shall be required with respect to Norcraft Canada under the law of any jurisdiction other than the United States and Canada. If the Administrative Agent, Collateral Agent or the Required Lenders determine that they are required by law a Requirement of Law to have appraisals prepared in respect of the Real Property of any Restricted Subsidiary Loan Party constituting or about to become Collateral, it Borrower shall provide to the Administrative Agent appraisals that satisfy the applicable requirements of the Real Estate Appraisal Reform Amendments of FIRREA and are otherwise in form and substance reasonably satisfactory to the Administrative Agent and Collateral Agent.

Security Interests; Further Assurances. Promptly upon the reasonable request of the Administrative Agent or any Lender, at its expense, it will execute, acknowledge and deliver, and cause its Restricted Subsidiaries to execute, acknowledge and deliver and thereafter register, file or record, and cause its Restricted Subsidiaries to register, file or record, in an appropriate governmental office, any document or instrument supplemental to or confirmatory of the Security Documents or otherwise deemed by the Administrative Agent reasonably necessary or desirable for the continued validity, perfection and priority of the Liens on the Collateral covered thereby with no other Liens thereon except for Permitted Encumbrances, or obtain any consents or waivers as may be necessary or appropriate in connection therewith. It will and will cause its Restricted Subsidiaries to deliver or cause to be delivered to the Administrative Agent from time to time such other documentation, consents, authorizations, approvals and orders in form and substance reasonably satisfactory to the Administrative Agent as the Administrative Agent shall reasonably deem necessary to perfect or maintain the Liens on the Collateral pursuant to the Security Documents. Upon the exercise by the Administrative Agent or the Collateral Agent (i) correct any Lender material defect or error that may be discovered in the execution, acknowledgment, filing or recordation of any power, right, privilege Security Document or remedy pursuant other document or instrument relating to any Loan Document which requires Collateral, and (ii) do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any consentand all such further acts, approvaldeeds, registrationcertificates, qualification or authorization of any Governmental Authority, it will and will cause its Restricted Subsidiaries to execute and deliver all applications, certifications, instruments assurances and other documents and papers that the Administrative Agent or such Lender may require. If instruments as the Administrative Agent or the Required Lenders determine that they are required by law Collateral Agent may reasonably request from time to have appraisals prepared time in respect order to carry out more effectively the purposes of this Agreement and the Real Security Documents; provided that, notwithstanding anything else contained herein or in any other Loan Document to the contrary, (x) the foregoing shall not apply to any Excluded Subsidiary or Property of any Restricted Excluded Subsidiary constituting or about any Excluded Property or any Excluded Equity Interests, (y) any such documents and deliverables (other than certain mortgages of Material Property) shall be governed by New York law and (z) no perfection actions by “control” (except with respect to become CollateralEquity Interests and certain debt instruments), it leasehold mortgages or landlord waivers, estoppels or collateral access letters shall provide be required to be entered into hereunder or under any other Loan Document. Notwithstanding the foregoing or anything else herein or in any other Loan Document to the Administrative Agent appraisals that satisfy contrary, in no event shall (A) the applicable requirements assets of any Excluded U.S. Subsidiary or Excluded Foreign Subsidiary (including the Equity Interests of any Subsidiary thereof) constitute security or secure, or such assets or the proceeds of such assets be required to be available for, payment of the Real Estate Appraisal Reform Amendments Obligations, (B) more than 65% of FIRREA the Voting Stock of and 100% of the Equity Interests that are otherwise not Voting Stock of any CFC Holding Company or Excluded Foreign Subsidiary, in form and substance reasonably satisfactory each case, owned directly by a Credit Party be required to be pledged to secure the Administrative AgentObligations or (C) any Equity Interests of any Subsidiary owned by an Excluded Foreign Subsidiary or Excluded U.S. Subsidiary (or any Subsidiary of any Excluded Foreign Subsidiary or Excluded U.S. Subsidiary) be required to be pledged to secure the Obligations.

Security Interests; Further Assurances. Promptly upon the reasonable request of the Administrative Agent or any Lender, at its expense, it will execute, acknowledge and deliver, and cause its Restricted Subsidiaries to execute, acknowledge and deliver and thereafter register, file or record, and cause its Restricted Subsidiaries to register, file or record, in an appropriate governmental office, any document or instrument supplemental to or confirmatory of the Security Documents or otherwise deemed by the Administrative Agent reasonably necessary or desirable for the continued validity, perfection and priority of the Liens on the Collateral covered thereby with no other Liens thereon except for Permitted Encumbrances, or obtain any consents or waivers as may be necessary or appropriate in connection therewith. It will and will cause its Restricted Subsidiaries to deliver or cause to be delivered to the Administrative Agent from time to time such other documentation, consents, authorizations, approvals and orders in form and substance reasonably satisfactory to the Administrative Agent as the Administrative Agent shall reasonably deem necessary to perfect or maintain the Liens on the Collateral pursuant to the Security Documents. Upon the exercise by the Administrative Agent or the Collateral Agent (i) correct any Lender material defect or error that may be discovered in the execution, acknowledgment, filing or recordation of any power, right, privilege Security Document or remedy pursuant other document or instrument relating to any Loan Document which requires Collateral, and (ii) do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any consentand all such further acts, approvaldeeds, registrationcertificates, qualification or authorization of any Governmental Authority, it will and will cause its Restricted Subsidiaries to execute and deliver all applications, certifications, instruments assurances and other documents and papers that the Administrative Agent or such Lender may require. If instruments as the Administrative Agent or the Required Lenders determine that they are required by law Collateral Agent may reasonably request from time to have appraisals prepared time in respect order to carry out more effectively the purposes of this Agreement and the Real Security Documents; provided that, notwithstanding anything else contained herein or in any other Loan Document to the contrary, (x) the foregoing shall not apply to any Excluded Subsidiary or Property of any Restricted Excluded Subsidiary constituting or about any Excluded Property or any Excluded Equity Interests, (y) any such documents and deliverables shall be governed by New York law (or, solely with respect to become Collateralany Foreign Subsidiary that is an Excluded Subsidiary that the Borrower elects, it in its sole discretion, to join as a Guarantor hereunder, the applicable laws of the jurisdiction of organization of such Foreign Subsidiary) and (z) no perfection actions by “control” (except with respect to Equity Interests and certain debt instruments), mortgage, deed of trust, deed to secure debt, leasehold mortgages or landlord waivers, estoppels or collateral access letters shall provide be required to be entered into hereunder or under any other Loan Document. Notwithstanding the foregoing or anything else herein or in any other Loan Document to the Administrative Agent appraisals that satisfy contrary (unless otherwise elected by the applicable requirements Borrower in its sole discretion), in no event shall (A) the assets of any Excluded U.S. Subsidiary or Excluded Foreign Subsidiary (including the Equity Interests of any Subsidiary thereof) constitute security or secure, or such assets or the proceeds of such assets be required to be available for, payment of the Real Estate Appraisal Reform Amendments Obligations, (B) more than 65% of FIRREA the Voting Stock of and 100% of the Equity Interests that are otherwise not Voting Stock of any CFC Holding Company or Excluded Foreign Subsidiary, in form and substance reasonably satisfactory each case, owned directly by a Credit Party be required to be pledged to secure the Administrative AgentObligations or (C) any Equity Interests of any Subsidiary owned by an Excluded Foreign Subsidiary or Excluded U.S. Subsidiary (or any Subsidiary of any Excluded Foreign Subsidiary or Excluded U.S. Subsidiary) be required to be pledged to secure the Obligations.

Security Interests; Further Assurances. Promptly Promptly, upon the reasonable request of the Administrative Agent, the Collateral Agent or any Lendershall, at its Borrower’s expense, it will execute, acknowledge and deliver, or cause the execution, acknowledgment and cause its Restricted Subsidiaries to executedelivery of, acknowledge and deliver and thereafter register, file or record, and or cause its Restricted Subsidiaries to registerbe registered, file filed or recordrecorded, in an appropriate governmental office, any document or instrument supplemental to or confirmatory of the Security Documents or otherwise deemed by the Administrative Agent or the Collateral Agent reasonably necessary or desirable for the continued validity, perfection and priority of the Liens on the Collateral covered thereby with subject to no other Liens thereon except for Permitted EncumbrancesCollateral Liens, or use commercially reasonable efforts to obtain any consents or waivers as may be necessary or appropriate in connection therewith. It will and will cause its Restricted Subsidiaries to deliver Deliver or cause to be delivered to the Administrative Agent and the Collateral Agent from time to time such other documentation, consents, authorizations, approvals and orders in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent as the Administrative Agent and the Collateral Agent shall reasonably deem necessary to perfect or maintain the Liens on the Collateral pursuant to the Security Documents. Upon the exercise by the Administrative Agent or any Lender the Collateral Agent of any power, right, privilege or remedy pursuant to any Loan Document which requires any consent, approval, registration, qualification or authorization of any Governmental Authority, it will and will cause its Restricted Subsidiaries to Authority execute and deliver all applications, certifications, instruments and other documents and papers that the Administrative Agent or such Lender the Collateral Agent may reasonably require. If the Administrative Agent, the Collateral Agent or the Required Lenders determine that they are required by law a Requirement of Law to have appraisals prepared in respect of the Real Property of any Restricted Subsidiary Loan Party constituting or about to become Collateral, it Borrower shall provide to the Administrative Agent appraisals that satisfy the applicable requirements of the Real Estate Appraisal Reform Amendments of FIRREA and are otherwise in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent.

Security Interests; Further Assurances. Promptly Except as otherwise expressly contemplated by the Security Documents, promptly, upon the reasonable request of the Administrative Agent or any Lender, the Collateral Agent at its Borrower’s expense, it will execute, acknowledge and deliver, or cause the execution, acknowledgment and cause its Restricted Subsidiaries to executedelivery of, acknowledge and deliver and thereafter register, file or record, and or cause its Restricted Subsidiaries to registerbe registered, file filed or recordrecorded, in an appropriate governmental office, any document or instrument supplemental to or confirmatory of the Security Documents or otherwise deemed by the Administrative Agent or the Collateral Agent reasonably necessary or desirable for the continued validity, perfection and priority of the Liens on the Collateral covered thereby with subject to no other Liens thereon except for Permitted Encumbrancesas permitted by the applicable Security Document, or obtain any consents or waivers as may be necessary or appropriate in connection therewith. It will and will cause its Restricted Subsidiaries to Except as expressly contemplated by the Security Documents, deliver or cause to be delivered to the Administrative Agent and the Collateral Agent from time to time such other documentation, consents, authorizations, approvals and orders in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent as the Administrative Agent and the Collateral Agent shall reasonably deem necessary to perfect or maintain the Liens on the Collateral pursuant to the Security Documents. Upon the exercise by the Administrative Agent or any Lender the Collateral Agent of any power, right, privilege or remedy pursuant to any Loan Document which requires any consent, approval, registration, qualification or authorization of any Governmental Authority, it will and will cause its Restricted Subsidiaries to execute and deliver all applications, certifications, instruments and other documents and papers that the Administrative Agent or such Lender the Collateral Agent may reasonably require. If the Administrative Agent or the Required Lenders determine that they are required by law to have appraisals prepared in respect of the Real Property of any Restricted Subsidiary constituting or about to become Collateral, it shall provide to the Administrative Agent appraisals that satisfy the applicable requirements of the Real Estate Appraisal Reform Amendments of FIRREA and are otherwise in form and substance reasonably satisfactory to the Administrative Agent.

Security Interests; Further Assurances. Promptly Each Credit Party shall, promptly, upon the reasonable request of Collateral Agent, and so long as such request (or compliance with such request) does not violate any Gaming Law (or, if such request is subject to an approval by the Administrative Agent or any LenderGaming Authority, Borrower hereby agrees to use commercially reasonable efforts to obtain such approval), at its Borrower’s expense, it will execute, acknowledge and deliver, or cause the execution, acknowledgment and cause its Restricted Subsidiaries to executedelivery of, acknowledge and deliver and thereafter register, file or record, and or cause its Restricted Subsidiaries to registerbe registered, file filed or recordrecorded, in an appropriate governmental office, any document or instrument supplemental to or confirmatory of the Security Documents or otherwise deemed by the Administrative Collateral Agent reasonably necessary or desirable to create, protect or perfect or for the continued validity, perfection and priority of the Liens on the Collateral covered thereby with no other Liens thereon except for Permitted Encumbrances, or obtain any consents or waivers as may be necessary or appropriate in connection therewith. It will and will cause its Restricted Subsidiaries to deliver or cause purported to be delivered covered thereby (subject to any applicable provisions set forth herein and in the Security Agreement with respect to limitations on grant of security interests in certain types of Pledged Collateral and limitations or exclusions from the requirement to perfect Liens on such Pledged Collateral and any applicable Requirements of Law including, without limitation, any Gaming Laws) subject to no Liens other than Permitted Liens; provided that, notwithstanding anything to the Administrative Agent from time contrary herein or in any other Credit Document, in no event shall any Company be required to time such other documentationenter into control agreements with respect to its deposit accounts, consents, authorizations, approvals and orders in form and substance reasonably satisfactory to securities accounts or commodity accounts. In the Administrative Agent as the Administrative Agent shall reasonably deem necessary to perfect or maintain the Liens on the Collateral pursuant to the Security Documents. Upon case of the exercise by the Administrative Collateral Agent or the Lenders or any Lender other Secured Party of any power, right, privilege or remedy pursuant to any Loan Credit Document following the occurrence and during the continuation of an Event of Default which requires any consent, approval, registration, qualification or authorization of any Governmental Authority, it will Borrower and will cause each of its Restricted Subsidiaries shall use commercially reasonable efforts to promptly execute and deliver all applications, certifications, instruments and other documents and papers that the Administrative Agent or such Lender may require. If the Administrative Collateral Agent or the Required Lenders determine that they are may be so required by law to have appraisals prepared in respect of the Real Property of any Restricted Subsidiary constituting or about to become Collateral, it shall provide to the Administrative Agent appraisals that satisfy the applicable requirements of the Real Estate Appraisal Reform Amendments of FIRREA and are otherwise in form and substance reasonably satisfactory to the Administrative Agentobtain.

Security Interests; Further Assurances. Promptly Promptly, upon the reasonable request of the Administrative Agent or any Lenderthe Collateral Agent, at its Borrower’s expense, it will execute, acknowledge and deliver, or cause the execution, acknowledgment and cause its Restricted Subsidiaries to executedelivery of, acknowledge and deliver and thereafter register, file or record, and or cause its Restricted Subsidiaries to registerbe registered, file filed or recordrecorded, in an appropriate governmental office, any document or instrument supplemental to or confirmatory of the Security Documents or otherwise deemed by the Administrative Agent or the Collateral Agent reasonably necessary or desirable advisable for the continued validity, enforceability, perfection and priority of the Liens on the Collateral covered thereby with thereby, but in any event subject to the terms and conditions set forth therein, subject to no other Liens thereon except for Permitted EncumbrancesLiens, or obtain any consents or waivers as may be necessary or appropriate in connection therewith. It will and will cause its Restricted Subsidiaries to ; deliver or cause to be delivered to the Administrative Agent and the Collateral Agent from time to time such other documentation, instruments, consents, authorizations, approvals and orders Orders in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent as the Administrative Agent and the Collateral Agent shall reasonably deem necessary or advisable to perfect or maintain the validity, enforceability, perfection and priority of the Liens on the Collateral pursuant to the Security Documents. Upon , subject to the terms and conditions set forth therein; and upon the exercise by the Administrative Agent, the Collateral Agent or any Lender of any power, right, privilege or remedy pursuant to any Loan Document which requires any consent, approval, registration, qualification or authorization of any Governmental Authority, it will and will cause its Restricted Subsidiaries to execute and deliver all applications, certifications, instruments and other documents and papers that the Administrative Agent, the Collateral Agent or such Lender may reasonably require. If the Administrative Agent or the Required Lenders Collateral Agent reasonably determine that they are required by law a Legal Requirement to have appraisals prepared in respect of the Real Property of any Restricted Subsidiary Loan Party constituting or about to become Collateral, it Borrower shall provide to the Administrative Agent appraisals that satisfy the applicable requirements of the Real Estate Appraisal Reform Amendments of FIRREA and are otherwise in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent.

Security Interests; Further Assurances. Promptly Promptly, upon the reasonable request of the Administrative Agent, the Collateral Agent or any Lender, at its U.S. Borrower’s expense, it will execute, acknowledge and deliver, or cause the execution, acknowledgment and cause its Restricted Subsidiaries to executedelivery of, acknowledge and deliver and thereafter register, file or record, and or cause its Restricted Subsidiaries to registerbe registered, file filed or recordrecorded, in an appropriate governmental office, any document or instrument supplemental to or confirmatory of the Security Documents or otherwise deemed by the Administrative Agent or the Collateral Agent reasonably necessary or desirable for the continued validity, perfection and priority of the Liens on the Collateral covered thereby with subject to no other Liens thereon except for Permitted Encumbrancesas permitted by the applicable Security Document, or obtain any consents or waivers as may be necessary or appropriate in connection therewith. It will and will cause its Restricted Subsidiaries to deliver Deliver or cause to be delivered to the Administrative Agent and the Collateral Agent from time to time such other documentation, consents, authorizations, approvals and orders in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent as the Administrative Agent and the Collateral Agent shall reasonably deem necessary to perfect or maintain the Liens on the Collateral pursuant to the Security Documents. Upon the exercise by the Administrative Agent, the Collateral Agent or any Lender the Required Lenders of any power, right, privilege or remedy pursuant to any Loan Document which requires any consent, approval, registration, qualification or authorization of any Governmental Authority, it will and will cause its Restricted Subsidiaries to Authority execute and deliver all applications, certifications, instruments and other documents and papers that the Administrative Agent, the Collateral Agent or such Lender the Required Lenders may require. If the Administrative Agent, the Collateral Agent or the Required Lenders reasonably determine that they are required by law or regulation to have appraisals prepared in respect of the Real Property of any Restricted Subsidiary Loan Party constituting or about to become Collateral, it the Borrowers shall provide to the Administrative Agent appraisals that satisfy the applicable requirements of the Real Estate Appraisal Reform Amendments of FIRREA or other applicable law and are otherwise in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent.

Security Interests; Further Assurances. Promptly Promptly, upon the reasonable request of the Administrative Agent, the Collateral Agent or any Lender, at its Borrower’s expense, it will execute, acknowledge and deliver, or cause the execution, acknowledgment and cause its Restricted Subsidiaries to executedelivery of, acknowledge and deliver and thereafter register, file or record, and or cause its Restricted Subsidiaries to registerbe registered, file filed or recordrecorded, in an appropriate governmental office, any document or instrument supplemental to or confirmatory of the Security Documents or otherwise deemed by the Administrative Agent or the Collateral Agent reasonably necessary or desirable for the continued validity, perfection and priority of the Liens on the Collateral covered thereby with superior to and prior to the rights of all third Persons other than the holders of Permitted Liens and encumbered by no other Liens thereon except for Permitted Encumbrances, or obtain any consents or waivers as may be necessary or appropriate in connection therewithpermitted by the applicable Security Document. It will and will cause its Restricted Subsidiaries to deliver Deliver or cause to be delivered to the Administrative Agent and the Collateral Agent from time to time such other documentation, consents, authorizations, approvals and orders in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent as the Administrative Agent and the Collateral Agent shall reasonably deem necessary to perfect or maintain the Liens on the Collateral pursuant to the Security Documents. Upon the exercise by the Administrative Agent, the Collateral Agent or any Lender the Lenders of any power, right, privilege or remedy pursuant to any Loan Document which requires any consent, approval, registration, qualification or authorization of any Governmental Authority, it will and will cause its Restricted Subsidiaries to Authority execute and deliver all applications, certifications, instruments and other documents and papers that the Administrative Agent, the Collateral Agent or such Lender the Lenders may requirebe so required to obtain. If the Administrative Agent, the Collateral Agent or the Required Lenders determine that they are required by law or regulation to have appraisals prepared in respect of the Real Property of any Restricted Subsidiary Loan Party constituting or about to become Collateral, it Borrower shall provide to the Administrative Agent and Collateral Agent appraisals that satisfy the applicable requirements of the Real Estate Appraisal Reform Amendments of FIRREA and are otherwise in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent.

Security Interests; Further Assurances. Promptly Subject to the terms of the Intercreditor Agreement, promptly, upon the reasonable request of the Administrative Agent or any Lenderthe Collateral Agent, at its the Borrower’s expense, it will execute, acknowledge and deliver, or cause the execution, acknowledgment and cause its Restricted Subsidiaries to executedelivery of, acknowledge and deliver and thereafter register, file or record, and or cause its Restricted Subsidiaries to registerbe registered, file filed or recordrecorded, in an appropriate governmental office, any document or instrument supplemental to or confirmatory of the Security Documents or otherwise deemed by the Administrative Agent or the Collateral Agent reasonably necessary or desirable for the continued validity, perfection and priority of the Liens on the Collateral covered thereby with subject to no other Liens thereon except for Permitted EncumbrancesLiens, or use commercially reasonable efforts to obtain any consents or waivers as may be necessary or appropriate reasonably required in connection therewith. It will and will cause its Restricted Subsidiaries to deliver Deliver or cause to be delivered (using commercially reasonable efforts with respect to delivery of items from Persons who are not in the control of any Loan Party) to the Administrative Agent and the Collateral Agent from time to time such other documentation, consents, authorizations, approvals and orders in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent as the Administrative Agent and the Collateral Agent shall reasonably deem necessary to perfect or maintain the Liens on the Collateral pursuant to the Security Documents. Upon the exercise by the Administrative Agent, the Collateral Agent or any Lender of any power, right, privilege or remedy pursuant to any Loan Document which that requires any consent, approval, registration, qualification or authorization of any Governmental Authority, it will and will cause its Restricted Subsidiaries to execute and deliver all applications, certifications, instruments and other documents and papers that the Administrative Agent, the Collateral Agent or such Lender may requirereasonably require in connection therewith. If the Administrative Agent, the Collateral Agent or the Required Lenders determine that they are required by law a Requirement of Law to have appraisals prepared in respect of the Real Property of any Restricted Subsidiary Loan Party constituting or about to become Collateral, it the Borrower shall provide to the Administrative Agent appraisals that satisfy the applicable requirements of the Real Estate Appraisal Reform Amendments of FIRREA (or other applicable requirements) and are otherwise in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent.

Security Interests; Further Assurances. Promptly Promptly, upon the reasonable request of the Administrative Agent, the Collateral Agent or any Lender, at its Borrower’s expense, it will execute, acknowledge and deliver, or cause the execution, acknowledgment and cause its Restricted Subsidiaries to executedelivery of, acknowledge and deliver and thereafter register, file or record, and or cause its Restricted Subsidiaries to registerbe registered, file filed or recordrecorded, in an appropriate governmental office, any document or instrument supplemental to or confirmatory of the Security Documents or otherwise deemed by the Administrative Agent or the Collateral Agent reasonably necessary or desirable for the continued validity, perfection and priority of the Liens on the Collateral covered thereby with subject to no other Liens thereon except for Permitted Encumbrancesas permitted by the applicable Security Document, or obtain any consents or waivers as may be necessary or appropriate in connection therewith. It will and will cause its Restricted Subsidiaries to deliver Deliver or cause to be delivered to the Administrative Agent and the Collateral Agent from time to time such other documentation, consents, authorizations, approvals and orders in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent as the Administrative Agent and the Collateral Agent shall reasonably deem necessary to perfect or maintain the Liens on the Collateral pursuant to the Security Documents. Upon the exercise by the Administrative Agent, the Collateral Agent or any Lender of any power, right, privilege or remedy pursuant to any Loan Document which requires any consent, approval, registration, qualification or authorization of any Governmental Authority, it will and will cause its Restricted Subsidiaries to execute and deliver all applications, certifications, instruments and other documents and papers that the Administrative Agent, the Collateral Agent or such Lender may require. If the Administrative Agent, the Collateral Agent or the Required Lenders determine that they are required by law a Requirement of Law to have appraisals prepared in respect of the Real Property of any Restricted Subsidiary Loan Party constituting or about to become Collateral, it Borrower shall provide to the Administrative Agent appraisals that satisfy the applicable requirements of the Real Estate Appraisal Reform Amendments of FIRREA and are otherwise in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent.

Security Interests; Further Assurances. Promptly Promptly, upon the reasonable request of the Administrative Agent, the Collateral Agent or any Lender, at its Borrower’s expense, it will execute, acknowledge and deliver, or cause the execution, acknowledgment and cause its Restricted Subsidiaries to executedelivery of, acknowledge and deliver and thereafter register, file or record, and or cause its Restricted Subsidiaries to registerbe registered, file filed or recordrecorded, in an appropriate governmental office, any document or instrument supplemental to or confirmatory of the Security Documents or otherwise deemed by the Administrative Agent or the Collateral Agent reasonably necessary or desirable for the continued validity, perfection and priority of the Liens on the Collateral covered thereby with superior to and prior to the rights of all third Persons other than the holders of Prior Liens and subject to no other Liens thereon except for Permitted Encumbrancesas permitted by the applicable Security Document, or obtain any consents consents, including, without 109 limitation, landlord or similar lien waivers and consents, as may be necessary or appropriate in connection therewith. It will and will cause its Restricted Subsidiaries to deliver Deliver or cause to be delivered to the Administrative Agent and the Collateral Agent from time to time such other documentation, consents, authorizations, approvals and orders in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent as the Administrative Agent and the Collateral Agent shall reasonably deem necessary to perfect or maintain the Liens on the Collateral pursuant to the Security Documents. Upon the exercise by the Administrative Agent, the Collateral Agent or any Lender the Lenders of any power, right, privilege or remedy pursuant to any Loan Document which requires any consent, approval, registration, qualification or authorization of any Governmental Authority, it will and will cause its Restricted Subsidiaries to Authority execute and deliver all applications, certifications, instruments and other documents and papers that the Administrative Agent, the Collateral Agent or such Lender the Lenders may requirebe so required to obtain. If the Administrative Agent, the Collateral Agent or the Required Lenders determine that they are required by law or regulation to have appraisals prepared in respect of the Real Property of any Restricted Subsidiary Loan Party constituting or about to become Collateral, it Borrower shall provide to the Administrative Agent and Collateral Agent appraisals that satisfy the applicable requirements of the Real Estate Appraisal Reform Amendments of FIRREA and are otherwise in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent.

Security Interests; Further Assurances. Promptly Promptly, upon the reasonable request of the Administrative Agent or any Lenderthe Collateral Agent, at its Borrower's expense, it will execute, acknowledge and deliver, or cause the execution, acknowledgment and cause its Restricted Subsidiaries to executedelivery of, acknowledge and deliver and thereafter register, file or record, and or cause its Restricted Subsidiaries to registerbe registered, file filed or recordrecorded, in an appropriate governmental office, any document or instrument supplemental to or confirmatory of the Security Documents or otherwise deemed by the Administrative Agent or the Collateral Agent reasonably necessary or desirable for the continued validity, perfection and priority of the Liens on the Collateral covered thereby with superior to and prior to the rights of all third persons other than the holders of Permitted Collateral Liens and subject to no other Liens thereon except for Permitted Encumbrancesas permitted by the applicable Security Document, or obtain any consents or waivers as may be necessary or appropriate in connection therewith. It will and will cause its Restricted Subsidiaries to deliver Deliver or cause to be delivered to the Administrative Agent and the Collateral Agent from time to time such other documentation, consents, authorizations, approvals and orders in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent as the Administrative Agent and the Collateral Agent shall reasonably deem necessary to perfect or maintain the Liens on the Collateral pursuant to the Security Documents. Upon the exercise by the Administrative Agent, the Collateral Agent or any Lender of any power, right, privilege or remedy pursuant to any Loan Document which requires any consent, approval, registration, qualification or authorization of any Governmental Authority, it will and will cause its Restricted Subsidiaries to execute and deliver all applications, certifications, instruments and other documents and papers that the Administrative Agent, the Collateral Agent or such Lender may so require. If the Administrative Agent, the Collateral Agent or the Required Lenders determine that they are required by law or regulation to have appraisals prepared in respect of the Real Property of any Restricted Subsidiary Loan Party constituting or about to become Collateral, it Borrower shall provide to the Administrative Agent appraisals that satisfy the applicable requirements of the Real Estate Appraisal Reform Amendments of FIRREA and are otherwise in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent.

Security Interests; Further Assurances. Promptly Promptly, upon the reasonable request of the Administrative Agent, the Collateral Agent or any Lender, at its U.S. Borrower's expense, it will execute, acknowledge and deliver, or cause the execution, acknowledgment and cause its Restricted Subsidiaries to executedelivery of, acknowledge and deliver and thereafter register, file or record, and or cause its Restricted Subsidiaries to registerbe registered, file filed or recordrecorded, in an appropriate governmental office, any document or instrument supplemental to or confirmatory of the Security Documents or otherwise deemed by the Administrative Agent or the Collateral Agent reasonably necessary or desirable for the continued validity, perfection and priority of the Liens on the Collateral covered thereby with subject to no other Liens thereon except for Permitted Encumbrancesas permitted by the applicable Security Document, or obtain any consents or waivers as may be necessary or appropriate in connection therewith. It will and will cause its Restricted Subsidiaries to deliver Deliver or cause to be delivered to the Administrative Agent and the Collateral Agent from time to time such other documentation, consents, authorizations, approvals and orders in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent as the Administrative Agent and the Collateral Agent shall reasonably deem necessary to perfect or maintain the Liens on the Collateral pursuant to the Security Documents. Upon the exercise by the Administrative Agent, the Collateral Agent or any Lender the Required Lenders of any power, right, privilege or remedy pursuant to any Loan Document which requires any consent, approval, registration, qualification or authorization of any Governmental Authority, it will and will cause its Restricted Subsidiaries to Authority execute and deliver all applications, certifications, instruments and other documents and papers that the Administrative Agent, the Collateral Agent or such Lender the Required Lenders may require. If the Administrative Agent, the Collateral Agent or the Required Lenders reasonably determine that they are required by law or regulation to have appraisals prepared in respect of the Real Property of any Restricted Subsidiary Loan Party constituting or about to become Collateral, it the Borrowers shall provide to the Administrative Agent appraisals that satisfy the applicable requirements of the Real Estate Appraisal Reform Amendments of FIRREA or other applicable law and are otherwise in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent.

Security Interests; Further Assurances. Promptly Each Grantor shall, promptly, upon the reasonable request of Administrative Agent, and assuming the Administrative Agent or request does not violate any LenderGaming Law or, if necessary, is approved by the Gaming Authority, at its the Borrower’s expense, it will execute, acknowledge and deliver, or cause the execution, acknowledgment and cause its Restricted Subsidiaries to executedelivery of, acknowledge and deliver and thereafter register, file or record, and or cause its Restricted Subsidiaries to registerbe registered, file filed or recordrecorded, in an appropriate governmental office, any document mortgage, deed of trust (or instrument supplemental similar instrument), assignment of leases and rents or financing statement, or deliver to or confirmatory of the Security Documents or otherwise deemed by the Administrative Agent any certificates representing Equity Interests, which are reasonably necessary to create, protect or desirable perfect or for the continued validity, perfection and priority of the Liens on the Collateral covered thereby (subject to any applicable provisions set forth in the Collateral Documents with respect to limitations on grant of security interests in certain types of Collateral and perfection of Liens on such Collateral) subject to no Liens other than Permitted Encumbrances and other Liens thereon except for Permitted Encumbrances, or obtain any consents or waivers as may be necessary or appropriate in connection therewithpermitted pursuant to Section 8.03. It will and will cause its Restricted Subsidiaries to deliver or cause to be delivered With respect to the Administrative Agent from time to time such other documentationPledge Agreement, consents, authorizations, approvals and orders in form and substance reasonably satisfactory to the Administrative Agent extent approvals of any Gaming Authorities for any actions required by the Pledge Agreement are required by applicable Gaming Laws, the Borrower and/or applicable Loan Party shall, at their own expense, promptly (as reasonably determined by the Administrative Agent shall reasonably deem necessary to perfect or maintain the Liens on the Collateral pursuant to the Security DocumentsBorrower in good faith) apply for and thereafter pursue such approvals. Upon the exercise by the Administrative Agent or any Lender the Lenders of any power, right, privilege or remedy pursuant to any Loan Document following the occurrence and during the continuation of an Event of Default which requires any consent, approval, registration, qualification or authorization of any Governmental Authority, it will the Borrower and will cause its the Restricted Subsidiaries shall use commercially reasonable efforts to execute and deliver all applications, certifications, instruments and other documents and papers that Administrative Agent or the Lenders may be so required to obtain. Notwithstanding anything to the contrary in this Agreement or in any Collateral Document, no Grantor shall be required to (a) perfect any security interests, or make any filings or take any other actions necessary or desirable to perfect and protect security interests, in (i) Excluded Assets, (ii) any motor vehicles and other assets subject to certificates of title (other than to the extent perfection can be achieved with the filing of UCC financing statements), (iii) any letter of credit rights (except to the extent constituting supporting obligations for other Collateral as to which perfection may be accomplished solely by filing of UCC financing statements) or (iv) any commercial tort claims with a value of less than $10,000,000, (b) enter into any control agreement or control or similar arrangement with respect to deposit or securities accounts, (c) grant any Lien in, those assets as to which (A) the cost, burden, difficulty or consequence of obtaining or perfecting such Lien (including any mortgage, stamp, intangibles or other tax or expenses relating to such Lien) outweighs the benefit to the Lenders of the security afforded thereby as reasonably determined by the Borrower and the Administrative Agent or (B) the granting of a Lien on such Lender may requireasset would violate any enforceable anti-assignment provisions of contracts binding on such assets at the time of their acquisition and not entered into in contemplation of such acquisition or applicable law or, in the case of assets consisting of licenses, agreements or similar contracts, to the extent the granting of such Lien therein would violate the terms of such license, agreement or similar contract relating to such asset (in each case, after giving effect to the applicable anti-assignment provisions of the UCC or other applicable law), (d) no actions shall be required to be taken in order to create, grant or perfect any security interest in any assets located outside of the U.S. and no foreign law security or pledge agreements, foreign law mortgages or deeds or foreign intellectual property filings or searches shall be required or (e) no Lien on Real Property shall be required except in respect of Mortgaged Real Property (provided that if a mortgage tax will be owed upon the granting of any Mortgage required hereunder on the entire amount of the Secured Obligations (as defined in the Security Agreement) evidenced hereby, then, to the extent permitted by, and in accordance with, applicable law, the amount of such mortgage tax shall be calculated based on the lesser of (x) the amount of the Secured Obligations allocated to the applicable Mortgaged Real Property and (y) the estimated fair market value of the Mortgaged Real Property at the time the Mortgage is entered into and determined in a manner reasonably acceptable to Administrative Agent and the Borrower (which in the case of clause (y) will result in a limitation of the Secured Obligations secured by the Mortgage to such amount)). If Notwithstanding anything contained in Section 6.09 or this Section 6.10 to the contrary, this Section 6.10 shall not require the creation, perfection or maintenance of pledges of or security interests in, or the obtaining of title insurance, surveys, abstracts or appraisals with respect to, Excluded Assets, or the taking of any actions to perfect security interests in Excluded Assets apart from the filing of financing statements under the UCC. Furthermore, the Administrative Agent may grant extensions of time for the perfection of security interests in or the Required Lenders determine obtaining of title insurance and surveys with respect to particular assets (including extensions beyond the Closing Date for the perfection of security interests in the assets of the Loan Parties on such date) where it reasonably determines, in consultation with the Borrower, that they are perfection cannot be accomplished without undue effort or expense by the time or times at which it would otherwise be required by law to have appraisals prepared in respect of this Agreement or the Real Property of any Restricted Subsidiary constituting or about to become Collateral, it shall provide to the Administrative Agent appraisals that satisfy the applicable requirements of the Real Estate Appraisal Reform Amendments of FIRREA and are otherwise in form and substance reasonably satisfactory to the Administrative AgentCollateral Documents.

Security Interests; Further Assurances. Promptly Subject to the terms of the Intercreditor Agreement, promptly, upon the reasonable request of the any Administrative Agent, Collateral Agent or any Lender, at its the applicable Borrower’s expense, it will execute, acknowledge and deliver, or cause the execution, acknowledgment and cause its Restricted Subsidiaries to executedelivery of, acknowledge and deliver and thereafter register, file or record, and or cause its Restricted Subsidiaries to registerbe registered, file filed or recordrecorded, in an appropriate governmental office, any document or instrument supplemental to or confirmatory of the Security Documents or otherwise deemed by the such Administrative Agent or such Collateral Agent reasonably necessary or desirable for the continued validity, perfection and priority of the Liens on the Collateral covered thereby with subject to no other Liens thereon except for Permitted Encumbrancesas permitted by the applicable Security Document or this Agreement, or obtain any consents or waivers as may be reasonably necessary or appropriate in connection therewith. It will and will cause its Restricted Subsidiaries to deliver Deliver or cause to be delivered to the applicable Administrative Agent and the applicable Collateral Agents from time to time such other documentation, consents, authorizations, approvals and orders in form and substance reasonably satisfactory to the such Administrative Agent and such Collateral Agents as the such Administrative Agent and such Collateral Agents shall reasonably deem necessary to perfect or maintain the Liens on the Collateral pursuant to the Security Documents. Upon the exercise by the any Administrative Agent, Collateral Agent or any Lender of any power, right, privilege or remedy pursuant to any Loan Document which requires any consent, approval, registration, qualification or authorization of any Governmental Authority, it will and will cause its Restricted Subsidiaries to Authority execute and deliver all applications, certifications, instruments and other documents and papers that the such Administrative Agent, Collateral Agent or such Lender may require. If the any Administrative Agent, any Collateral Agent or the Required Lenders determine that they are required by law a Requirement of Law to have appraisals prepared in respect of the Real Property of any Restricted Subsidiary Loan Party constituting or about to become Collateral, it the Borrowers shall provide to the applicable Administrative Agent appraisals that satisfy the applicable requirements of the Real Estate Appraisal Reform Amendments of FIRREA FIRREA, as applicable, and are otherwise in form and substance reasonably satisfactory to such Administrative Agent and the Administrative applicable Collateral Agent.

Security Interests; Further Assurances. Promptly Promptly, upon the reasonable request of the Administrative Agent or any Lender, at its Borrower's expense, it will execute, acknowledge and deliver, or cause the execution, acknowl- edgment and cause its Restricted Subsidiaries to executedelivery of, acknowledge and deliver and thereafter register, file or record, and or cause its Restricted Subsidiaries to registerbe registered, file filed or recordrecorded, in an appropriate governmental office, any document or instrument supplemental to or confirmatory of the Security Documents or otherwise deemed by the Administrative Agent reasonably necessary or desirable for the continued validity, perfection and priority of the Liens on the Collateral covered thereby with no superior to and prior to the rights of all third Persons other than the holders of Permitted Liens and subject to other Liens thereon except for Permitted Encumbrancesas permitted by the Security Documents, or obtain any consents or waivers as may be necessary or appropriate in connection therewithconsents. It will and will cause its Restricted Subsidiaries to deliver Deliver or cause to be delivered to the Administrative Agent from time to time such other documentation, consents, authorizations, approvals and orders in form and substance reasonably satisfactory to the Administrative Agent as the Administrative Agent shall reasonably deem necessary to perfect or maintain the Liens on the Collateral pursuant to the Security Documents. Upon the exercise by the Administrative Agent or any Lender the Lenders of any power, right, privilege or remedy pursuant to any Loan Credit Document which requires any consent, approval, registration, qualification or authorization of any Governmental Authority, it will and will cause its Restricted Subsidiaries to Authority execute and deliver all applications, certificationscertifica- tions, instruments and other documents and papers that the Administrative Agent or such Lender the Lenders may requirebe so required to obtain. If the Administrative Agent or the Required Lenders determine that they are required by law or regulation to have appraisals prepared in respect of the Real Property of any Restricted Subsidiary Credit Party constituting or about to become Collateral, it Borrower shall provide to the Administrative Agent appraisals that satisfy the applicable requirements of the Real Estate Es- txxx Appraisal Reform Amendments of FIRREA and are otherwise in form and substance reasonably satisfactory to the Administrative Agent. 7.13.

Security Interests; Further Assurances. Promptly upon To the reasonable request of the Administrative Agent extent required under this Agreement or any Lender, at its expense, it will execute, acknowledge and deliver, and cause its Restricted Subsidiaries to execute, acknowledge and deliver and thereafter register, file or record, and cause its Restricted Subsidiaries to register, file or record, in an appropriate governmental office, any document or instrument supplemental to or confirmatory of the Security Documents Documents, Borrower and the Guarantors shall, at their sole expense, execute any and all further documents, financing statements, agreements and instruments, and take all further action that may be required under applicable law, or otherwise deemed by that may reasonably be necessary, in order to grant, preserve, protect and perfect the Administrative Agent reasonably necessary or desirable for the continued validity, perfection validity and priority of the security interests and Liens on created or intended to be created by the Security Documents in the Collateral. In addition, to the extent required under this Agreement or any of the Security Documents, from time to time, Borrower will reasonably promptly secure the obligations under the Agreement and Security Documents by pledging or creating, or causing to be pledged or created, perfected security interests and Liens with respect to the Collateral covered thereby with no perfected to the extent required by the Security Documents. Such security interests and Liens will be created under the Security Documents and other Liens thereon except for Permitted Encumbrancessecurity agreements and other instruments and documents, or obtain any consents or waivers as may be necessary or appropriate in connection therewith. It will and will cause its Restricted Subsidiaries to Borrower shall deliver or cause to be delivered to the Administrative Agent all such instruments and documents (including certificates, legal opinions, title insurance policies and lien searches) to evidence compliance with this covenant. Borrower agrees to provide such evidence to the Administrative Agent as to the perfection (to the extent required by the Security Documents) and priority status of each such security interest and Lien. Borrower shall deliver or cause to be delivered to the Administrative Agent and the Collateral Agent from time to time such other documentation, consents, authorizations, approvals and orders in form and substance reasonably satisfactory to the Administrative Agent as the Administrative Agent shall reasonably deem necessary to perfect or maintain the Liens on the Collateral pursuant to the Security Documents. Upon the exercise by the Administrative Agent or any Lender the Collateral Agent of any power, right, privilege or remedy pursuant to any Loan Document which requires any consent, approval, registration, qualification or authorization of any Governmental Authority, it will and will cause its Restricted Subsidiaries to execute and deliver all applications, certifications, instruments and other documents and papers that the Administrative Agent or such Lender may reasonably require. If the Administrative Agent or the Required Lenders determine that they are required by law a Requirement of Law to have appraisals prepared in respect of the Real Property of any Restricted Subsidiary Loan Party constituting or about to become Collateral, it Borrower shall provide to the Administrative Agent appraisals that satisfy the applicable requirements of the Real Estate Appraisal Reform Amendments of FIRREA and are otherwise in form and substance reasonably satisfactory to the Administrative Agent.

Security Interests; Further Assurances. Promptly Each Grantor shall, promptly, upon the reasonable request of Administrative Agent, and assuming the Administrative Agent or request does not violate any LenderGaming Law or, if necessary, is approved by the Gaming Authority, at its the Borrower’s expense, it will execute, acknowledge and deliver, or cause the execution, acknowledgment and cause its Restricted Subsidiaries to executedelivery of, acknowledge and deliver and thereafter register, file or record, and or cause its Restricted Subsidiaries to registerbe registered, file filed or recordrecorded, in an appropriate governmental office, any document mortgage, deed of trust (or instrument supplemental similar instrument), assignment of leases and rents or financing statement, or deliver to or confirmatory of the Security Documents or otherwise deemed by the Administrative Agent any certificates representing Equity Interests, which are reasonably necessary to create, protect or desirable perfect or for the continued validity, perfection and priority of the Liens on the Collateral covered thereby (subject to any applicable provisions set forth in the Collateral Documents with respect to limitations on grant of security interests in certain types of Collateral and perfection of Liens on such Collateral) subject to no Liens other than Permitted Encumbrances and other Liens thereon except for Permitted Encumbrances, or obtain any consents or waivers as may be necessary or appropriate in connection therewithpermitted pursuant to Section 8.03. It will and will cause its Restricted Subsidiaries to deliver or cause to be delivered With respect to the Administrative Agent from time to time such other documentationCollateral Agreement, consents, authorizations, approvals and orders in form and substance reasonably satisfactory to the Administrative Agent as the Administrative Agent shall reasonably deem necessary to perfect or maintain the Liens on extent approvals of any Gaming Authorities for any actions required by the Collateral pursuant to Agreement are required by applicable Gaming Laws, the Security DocumentsBorrower and/or applicable Loan Party shall, at their own expense, promptly (as reasonably determined by the Borrower in good faith) apply for and thereafter pursue such approvals. Upon the exercise by the Administrative Agent or any Lender the Lenders of any power, right, privilege or remedy pursuant to any Loan Document following the occurrence and during the continuation of an Event of Default which requires any consent, approval, registration, qualification or authorization of any Governmental Authority, it will the Borrower and will cause its the Restricted Subsidiaries shall use commercially reasonable efforts to execute and deliver all applications, certifications, instruments and other documents and papers that Administrative Agent or the Lenders may be so required to obtain. Notwithstanding anything to the contrary in this Agreement or in any Collateral Document, no Grantor shall be required to (a) perfect any security interests, or make any filings or take any other actions necessary or desirable to perfect and protect security interests, in (i) Excluded Assets, (ii) any motor vehicles and other assets subject to certificates of title (other than to the extent perfection can be achieved with the filing of UCC financing statements), (iii) any letter of credit rights (except to the extent constituting supporting obligations for other Collateral as to which perfection may be accomplished solely by filing of UCC financing statements) or (iv) any commercial tort claims with a value of less than $10,000,000, (b) enter into any control agreement or control or similar arrangement with respect to deposit or securities accounts, (c) grant any Lien in, those assets as to which (A) the cost, burden, difficulty or consequence of obtaining or perfecting such Lien (including any mortgage, stamp, intangibles or other tax or expenses relating to such Lien) outweighs the benefit to the Lenders of the security afforded thereby as reasonably determined by the Borrower and the Administrative Agent or (B) the granting of a Lien on such Lender may requireasset would violate any enforceable anti-assignment provisions of contracts binding on such assets at the time of their acquisition and not entered into in contemplation of such acquisition or applicable law or, in the case of assets consisting of licenses, agreements or similar contracts, to the extent the granting of such Lien therein would violate the terms of such license, agreement or similar contract relating to such asset (in each case, after giving effect to the applicable anti-assignment provisions of the UCC or other applicable law), (d) no actions shall be required to be taken in order to create, grant or perfect any security interest in any assets located outside of the U.S. and no foreign law security or pledge agreements, foreign law mortgages or deeds or foreign intellectual property filings or searches shall be required, or (e) no Lien on Real Property shall be required except in respect of Mortgaged Real Property (provided that if a mortgage tax will be owed upon the granting of any Mortgage required hereunder on the entire amount of the Secured Obligations (as defined in the Collateral Agreement) evidenced hereby, then, to the extent permitted by, and in accordance with, applicable law, the amount of such mortgage tax shall be calculated based on the lesser of (x) the amount of the Secured Obligations allocated to the applicable Mortgaged Real Property and (y) the estimated fair market value of the Mortgaged Real Property at the time the Mortgage is entered into and determined in a manner reasonably acceptable to Administrative Agent and the Borrower (which in the case of clause (y) will result in a limitation of the Secured Obligations secured by the Mortgage to such amount)). If Notwithstanding anything contained in Section 6.09 or this Section 6.10 to the contrary, this Section 6.10 shall not require the creation, perfection or maintenance of pledges of or security interests in, or the obtaining of title insurance, surveys, abstracts or appraisals with respect to, Excluded Assets, or the taking of any actions to perfect security interests in Excluded Assets apart from the filing of financing statements under the UCC. Furthermore, the Administrative Agent may grant extensions of time for the perfection of security interests in or the Required Lenders determine obtaining of title insurance and surveys with respect to particular assets (including extensions beyond the Closing Date for the perfection of security interests in the assets of the Loan Parties on such date) where it reasonably determines, in consultation with the Borrower, that they are perfection cannot be accomplished without undue effort or expense by the time or times at which it would otherwise be required by law to have appraisals prepared in respect of this Agreement or the Real Property of any Restricted Subsidiary constituting or about to become Collateral, it shall provide to the Administrative Agent appraisals that satisfy the applicable requirements of the Real Estate Appraisal Reform Amendments of FIRREA and are otherwise in form and substance reasonably satisfactory to the Administrative AgentCollateral Documents.

Security Interests; Further Assurances. Promptly Subject to the terms of the Intercreditor Agreement, promptly, upon the reasonable request of the Administrative Agent or any Lenderthe Collateral Agent, at its Borrowers’ expense, it will execute, acknowledge and deliver, or cause the execution, acknowledgment and cause its Restricted Subsidiaries to executedelivery of, acknowledge and deliver and thereafter register, file or record, and or cause its Restricted Subsidiaries to registerbe registered, file filed or recordrecorded, in an appropriate governmental office, any document or instrument supplemental to or confirmatory of the Security Documents or otherwise deemed by the Administrative Agent or the Collateral Agent reasonably necessary or desirable for the continued validity, perfection and priority of the Liens on the Collateral covered thereby with subject to no other Liens thereon except for Permitted EncumbrancesLiens, or use commercially reasonable efforts to obtain any consents or waivers as may be necessary or appropriate reasonably required in connection therewith. It will and will cause its Restricted Subsidiaries to deliver Deliver or cause to be delivered (using commercially reasonable efforts with respect to delivery of items from Persons who are not in the control of any Loan Party) to the Administrative Agent and the Collateral Agent from time to time such other documentation, consents, authorizations, approvals and orders in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent as the Administrative Agent and the Collateral Agent shall reasonably deem necessary to perfect or maintain the Liens on the Collateral pursuant to the Security Documents. Upon the exercise by the Administrative Agent, the Collateral Agent or any Lender of any power, right, privilege or remedy pursuant to any Loan Document which that requires any consent, approval, registration, qualification or authorization of any Governmental Authority, it will and will cause its Restricted Subsidiaries to execute and deliver all applications, certifications, instruments and other documents and papers that the Administrative Agent, the Collateral Agent or such Lender may requirereasonably require in connection therewith. If the Administrative Agent, the Collateral Agent or the Required Lenders determine that they are required by law a Requirement of Law to have appraisals prepared in respect of the Real Property of any Restricted Subsidiary Loan Party constituting or about to become Collateral, it Borrowers shall provide to the Administrative Agent appraisals that satisfy the applicable requirements of the Real Estate Appraisal Reform Amendments of FIRREA (or other applicable requirements) and are otherwise in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent.

Security Interests; Further Assurances. Promptly upon the reasonable request of the Administrative Agent or any Lender, at its expense, it will execute, acknowledge and deliver, and cause its Restricted Subsidiaries to execute, acknowledge and deliver and thereafter register, file or record, and cause its Restricted Subsidiaries to register, file or record, in an appropriate governmental office, any document or instrument supplemental to or confirmatory of the Security Documents or otherwise deemed by the Administrative Agent reasonably necessary or desirable for the continued validity, perfection and priority of the Liens on the Collateral covered thereby with no other Liens thereon except for Permitted Encumbrancesas permitted by the Loan Documents, or obtain any consents or waivers as may be necessary or appropriate in connection therewith. It will and will cause its Restricted Subsidiaries to deliver or cause to be delivered to the Administrative Agent from time to time such other documentation, consents, authorizations, approvals and orders in form and substance reasonably satisfactory to the Administrative Agent as the Administrative Agent shall reasonably deem necessary to perfect or maintain the Liens on the Collateral pursuant to the Security Documents. Upon the exercise by the Administrative Agent or any Lender of any power, right, privilege or remedy pursuant to any Loan Document which requires any consent, approval, registration, qualification or authorization of any Governmental Authority, it will and will cause its Restricted Subsidiaries to execute and deliver all applications, certifications, instruments and other documents and papers that the Administrative Agent or such Lender may require. If the Administrative Agent or the Required Lenders determine that they are required by law to have appraisals prepared in respect of the Real Property of any Restricted Subsidiary constituting or about to become Collateral, it shall provide to the Administrative Agent appraisals that satisfy the applicable requirements of the Real Estate Appraisal Reform Amendments of FIRREA and are otherwise in form and substance reasonably satisfactory to the Administrative Agent.

Security Interests; Further Assurances. Promptly Promptly, upon the reasonable request of the Administrative Agent, the Collateral Agent or any Lender, at its Borrower’s expense, it will execute, acknowledge and deliver, or cause the execution, acknowledgment and cause its Restricted Subsidiaries to executedelivery of, acknowledge and deliver and thereafter register, file or record, and or cause its Restricted Subsidiaries to registerbe registered, file filed or recordrecorded, in an appropriate governmental office, any document or instrument supplemental to or confirmatory of the Security Documents or otherwise deemed by the Administrative Agent or the Collateral Agent reasonably necessary or desirable for the continued validity, perfection and priority of the Liens on the Collateral (other than Excluded Perfections) covered thereby with subject to no other Liens thereon except for Permitted Encumbrancesas permitted herein or by the applicable Security Document (including, but not limited to, financing statements, continuation statements and extension agreements), or obtain any consents or waivers as may be necessary or appropriate in connection therewith. It will and will cause its Restricted Subsidiaries to ; deliver or cause to be delivered to the Administrative Agent and the Collateral Agent from time to time such other documentation, consents, authorizations, approvals and orders in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent as the Administrative Agent and the Collateral Agent shall reasonably deem necessary to perfect or maintain the Liens on the Collateral pursuant to the Security Documents; and correct any material defect or error that may be discovered in any Security Document or in the execution, acknowledgement, filing or recordation thereof. Upon the exercise by the Administrative Agent, the Collateral Agent or any Lender of any power, right, privilege or remedy pursuant to any Loan Document which requires any consent, approval, registration, qualification or authorization of any Governmental Authority, it will and will cause its Restricted Subsidiaries to execute and deliver all applications, certifications, instruments and other documents and papers that the Administrative Agent, the Collateral Agent or such Lender may require. If the Administrative Agent, the Collateral Agent or the Required Lenders determine that they are required by law any Law to have appraisals prepared in respect of the Real Property of any Restricted Subsidiary Loan Party constituting or about to become Collateral, it Borrower shall provide to the Administrative Agent appraisals that satisfy the applicable requirements of the Real Estate Appraisal Reform Amendments of FIRREA the Federal Institutions Reform, Recovery and Enforcement Act of 1989, as amended, and are otherwise in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent.

Security Interests; Further Assurances. Promptly Subject to the terms of the Intercreditor Agreement, promptly, upon the reasonable request of the Administrative Funding Agent or any Lenderthe 162 Collateral Agent, at its Borrowers’ expense, it will execute, acknowledge and deliver, or cause the execution, acknowledgment and cause its Restricted Subsidiaries to executedelivery of, acknowledge and deliver and thereafter register, file or record, and or cause its Restricted Subsidiaries to registerbe registered, file filed or recordrecorded, in an appropriate governmental office, any document or instrument supplemental to or confirmatory of the Security Documents or otherwise deemed by the Administrative Funding Agent or the Collateral Agent reasonably necessary or desirable for the continued validity, perfection and priority of the Liens on the Collateral covered thereby with subject to no other Liens thereon except for Permitted EncumbrancesLiens, or use commercially reasonable efforts to obtain any consents or waivers as may be necessary or appropriate reasonably required in connection therewith. It will and will cause its Restricted Subsidiaries to deliver Deliver or cause to be delivered (using commercially reasonable efforts with respect to delivery of items from Persons who are not in the control of any Loan Party) to the Administrative Funding Agent and the Collateral Agent from time to time such other documentation, consents, authorizations, approvals and orders in form and substance reasonably satisfactory to the Administrative Funding Agent and the Collateral Agent as the Administrative Funding Agent and the Collateral Agent shall reasonably deem necessary to perfect or maintain the Liens on the Collateral pursuant to the Security Documents. Upon the exercise by the Administrative Funding Agent, the Collateral Agent or any Lender of any power, right, privilege or remedy pursuant to any Loan Document which that requires any consent, approval, registration, qualification or authorization of any Governmental Authority, it will and will cause its Restricted Subsidiaries to execute and deliver all applications, certifications, instruments and other documents and papers that the Administrative Funding Agent, the Collateral Agent or such Lender may requirereasonably require in connection therewith. If the Administrative Funding Agent, the Collateral Agent or the Required Lenders determine that they are required by law a Requirement of Law to have appraisals prepared in respect of the Real Property of any Restricted Subsidiary Loan Party constituting or about to become Collateral, it Borrowers shall provide to the Administrative Funding Agent appraisals that satisfy the applicable requirements of the Real Estate Appraisal Reform Amendments of FIRREA (or other applicable requirements) and are otherwise in form and substance reasonably satisfactory to the Administrative Funding Agent and the Collateral Agent.

Security Interests; Further Assurances. Promptly Subject to the terms of the Intercreditor Agreement, promptly, upon the reasonable request of the Administrative Agent or any Lenderthe Collateral Agent, at its Borrowers’ expense, it will execute, acknowledge and deliver, or cause the execution, acknowledgment and cause its Restricted Subsidiaries to executedelivery of, acknowledge and deliver and thereafter register, file or record, and or cause its Restricted Subsidiaries to registerbe registered, file filed or recordrecorded, in an appropriate governmental office, any document or instrument supplemental to or confirmatory of the Security Documents or otherwise deemed by the Administrative Agent or the Collateral Agent reasonably necessary or desirable for the continued validity, perfection and priority of the Liens on the Collateral covered thereby with subject to no other Liens thereon except for Permitted EncumbrancesLiens, or use commercially reasonable efforts to obtain any consents or waivers as may be necessary or appropriate reasonably required in connection therewith. It will and will cause its Restricted Subsidiaries to deliver Deliver or cause to be delivered (using commercially reasonable efforts with respect to delivery of items from Persons who are not in the control of any Loan Party) to the Administrative Agent and the Collateral Agent from time to time such other documentation, consents, authorizations, approvals and orders in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent as the Administrative Agent and the Collateral Agent shall reasonably deem necessary to perfect or maintain the Liens on the Collateral pursuant to the Security Documents. Upon the exercise by the Administrative Agent, the Collateral Agent or any Lender of any power, right, privilege or remedy pursuant to any Loan Document which that requires any consent, approval, registration, qualification or authorization of any Governmental Authority, it will and will cause its Restricted Subsidiaries to execute and deliver all applications, certifications, instruments and other documents and papers that the Administrative Agent, the Collateral Agent or such Lender may requirereasonably require in connection therewith. If the Administrative Agent, the Collateral Agent or the Required Lenders determine that they are required by law a requirement of Applicable Law to have appraisals prepared in respect of the Real Property of any Restricted Subsidiary Loan Party constituting or about to become Collateral, it Borrowers shall provide to the Administrative Agent appraisals that satisfy the applicable requirements of the Real Estate Appraisal Reform Amendments of FIRREA (or other applicable requirements) and are otherwise in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent.

Security Interests; Further Assurances. Promptly Promptly, upon the reasonable request of the Administrative Agent, the Collateral Agent or any Lender, at its Borrower’s expense, it will execute, acknowledge and deliver, or cause the execution, acknowledgment and cause its Restricted Subsidiaries to executedelivery of, acknowledge and deliver and thereafter register, file or record, and or cause its Restricted Subsidiaries to registerbe registered, file filed or recordrecorded, in an appropriate governmental office, any document or instrument supplemental to or confirmatory of the Security Documents or otherwise deemed by the Administrative Agent or the Collateral Agent reasonably necessary or desirable for the continued validity, perfection and priority of the Liens on the Collateral covered thereby with superior to and prior to the rights of all third persons other than the holders of Existing Liens and subject to no other Liens thereon except for Permitted Encumbrancesas permitted by the applicable Security Document, or obtain any consents consents, including, without limitation, landlord or similar lien waivers and consents, as may be necessary or appropriate in connection therewith. It will and will cause its Restricted Subsidiaries to deliver Deliver or cause to be delivered to the Administrative Agent and the Collateral Agent from time to time such other documentation, consents, authorizations, approvals and orders in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent as the Administrative Agent and the Collateral Agent shall reasonably deem necessary to perfect or maintain the Liens on the Collateral pursuant to the Security Documents. Upon the exercise by the Administrative Agent, the Collateral Agent or any Lender the Lenders of any power, right, privilege or remedy pursuant to any Loan Document which requires any consent, approval, registration, qualification or authorization of any Governmental Authority, it will and will cause its Restricted Subsidiaries to Authority execute and deliver all applications, certifications, instruments and other documents and papers that the Administrative Agent, the Collateral Agent or such Lender the Lenders may requirebe so required to obtain. If the Administrative Agent, the Collateral Agent or the Required Lenders determine that they are required by law or regulation to have appraisals prepared in respect of the Real Property of any Restricted Subsidiary Loan Party constituting or about to become Collateral, it Borrower shall provide to the Administrative Agent appraisals that satisfy the applicable requirements of the Real Estate Appraisal Reform Amendments of FIRREA and are otherwise in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent.

Security Interests; Further Assurances. Promptly Each Credit Party shall, at its own cost and expense, take any and all actions necessary to defend title to the Collateral against all persons and to defend the security interest of the Collateral Agent in the Collateral and the priority thereof against any Lien not expressly permitted pursuant to Section 6.02 of the Credit Agreement. Promptly, upon the reasonable request of the Administrative Agent or any Lenderthe Collateral Agent, at its Borrower's expense, it will execute, acknowledge and deliver, or cause the execution, acknowledgment and cause its Restricted Subsidiaries to executedelivery of, acknowledge and deliver and thereafter register, file or record, and or cause its Restricted Subsidiaries to registerbe registered, file filed or recordrecorded, in an appropriate governmental office, any document or instrument supplemental to or confirmatory of the Security Collateral Documents or otherwise deemed by Administrative Agent or the Administrative Collateral Agent reasonably necessary or desirable for the continued validity, perfection and priority of the Liens on the Collateral covered thereby with no superior to and prior to the rights of all third persons other than the holders of Permitted Liens and subject to other Liens thereon except for Permitted Encumbrancesas permitted by the Security Documents, or obtain any consents consents, including, without limitation, access agreements or landlord or similar Lien waivers and consents, as may be reasonably necessary or appropriate in connection therewith, and as may be obtained by using commercially reasonable efforts. It will and will cause its Restricted Subsidiaries to deliver Deliver or cause to be delivered to the Administrative Agent from time to time such other documentation, consents, authorizations, approvals and orders in form and substance reasonably satisfactory to the Administrative Agent as the Administrative Agent shall reasonably deem necessary to perfect or maintain the Liens on the Collateral pursuant to the Security Documents. Upon the exercise by the Administrative Agent or any Lender the Collateral Agent of any power, right, privilege or remedy pursuant to any Loan Document which requires any consent, approval, registration, qualification or authorization of any Governmental AuthorityAuthority or any other person, it will and will cause its Restricted Subsidiaries to execute and deliver and/or obtain all applications, certifications, instruments and other documents and papers that the Administrative Agent or such Lender the Collateral Agent may require. If the Administrative Agent or the Required Lenders determine that they are be so required by law to have appraisals prepared in respect of the Real Property of any Restricted Subsidiary constituting or about to become Collateral, it shall provide to the Administrative Agent appraisals that satisfy the applicable requirements of the Real Estate Appraisal Reform Amendments of FIRREA and are otherwise in form and substance reasonably satisfactory to the Administrative Agentobtain.

Security Interests; Further Assurances. Promptly Promptly, upon the reasonable request of the Administrative Agent, the Collateral Agent or any Lender, at its Borrower’s expense, it will execute, acknowledge and deliver, or cause the execution, acknowledgment and cause its Restricted Subsidiaries to executedelivery of, acknowledge and deliver and thereafter register, file or record, and or cause its Restricted Subsidiaries to registerbe registered, file filed or recordrecorded, in an appropriate governmental office, any document or instrument supplemental to or confirmatory of the Security Documents or otherwise deemed by the Administrative Agent or the Collateral Agent reasonably necessary or desirable for the continued validity, perfection and priority of the Liens on the Collateral covered thereby with subject to no other Liens thereon except for Permitted EncumbrancesCollateral Liens, or obtain any consents or waivers as may be necessary or appropriate in connection therewith. It will and will cause its Restricted Subsidiaries to deliver Deliver or cause to be delivered to the Administrative Agent and the Collateral Agent from time to time such other documentation, consents, authorizations, approvals and orders in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent as the Administrative Agent and the Collateral Agent shall reasonably deem necessary to perfect or maintain the Liens on the Collateral pursuant to the Security Documents. Upon the exercise by the Administrative Agent, the Collateral Agent or any Lender of any power, right, privilege or remedy pursuant to any Loan Document which requires any consent, approval, registration, qualification or authorization of any Governmental Authority, it will and will cause its Restricted Subsidiaries to Authority execute and deliver all applications, certifications, instruments and other documents and papers that the Administrative Agent, the Collateral Agent or such Lender may require. If the Administrative Agent, the Collateral Agent or the Required Lenders determine that they are required by law a Requirement of Law to have appraisals prepared in respect of the Real Property of any Restricted Subsidiary Loan Party constituting or about to become Collateral, it Borrower shall provide to the Administrative Agent appraisals that satisfy the applicable requirements of the Real Estate Appraisal Reform Amendments of FIRREA and are otherwise in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent.

Security Interests; Further Assurances. (a) Promptly upon the reasonable request of the Administrative Agent or any Lenderthe Collateral Agent, at its expensethe sole cost and expense of the Loan Parties, it will (i) execute, acknowledge and deliver, or cause the execution, acknowledgment and cause its Restricted Subsidiaries to executedelivery of, acknowledge and deliver and thereafter register, file or record, and or cause its Restricted Subsidiaries to registerbe registered, file filed or recordrecorded, in an appropriate governmental office, any document or instrument supplemental to or confirmatory of the Security Documents or otherwise deemed by the Administrative Agent or the Collateral Agent reasonably necessary or desirable for the continued validity, enforceability, perfection and priority of the Liens on the Collateral intended to be covered thereby with by the Security Documents, subject to no other Liens thereon except for Permitted EncumbrancesLiens (or, in the case of Collateral Vessels, Permitted Collateral Vessel Liens), or obtain any consents or waivers as may be necessary or appropriate in connection therewith. It will therewith and will cause its Restricted Subsidiaries to deliver (ii) without limiting the generality of the foregoing, execute, if required, and file, or cause to be delivered filed, such financing or continuation statements under the UCC, or amendments thereto, such amendments or supplements to the Administrative Agent from time Collateral Vessel Mortgages (including any amendments required to time such other documentation, consents, authorizations, approvals and orders in form and substance reasonably satisfactory to the Administrative Agent as the Administrative Agent shall reasonably deem necessary to perfect or maintain the Liens on the granted by such Collateral pursuant to the Security Documents. Upon the exercise by the Administrative Agent Vessel Mortgages), and such other instruments or any Lender of any powernotices, rightas may be reasonably necessary, privilege or remedy pursuant to any Loan Document which requires any consent, approval, registration, qualification or authorization of any Governmental Authority, it will and will cause its Restricted Subsidiaries to execute and deliver all applications, certifications, instruments and other documents and papers that the Administrative Agent or the Collateral Agent may reasonably require (subject to any limitations that may be set forth in the Security Documents), to protect and preserve the Liens granted or purported to be granted by the Security Documents. Notwithstanding the foregoing, with respect to Intellectual Property, the Borrowers and Subsidiary Guarantors shall only be required to file and record Intellectual Property security agreements with respect to material Intellectual Property in the United States Patent and Trademark Office or in the United States Copyright Office, as applicable (it being understood, without limiting the foregoing, that the Borrowers and Subsidiary Guarantors shall not be obligated to record any such Lender may require. If grant of security interest in the Administrative Agent Collateral that is Intellectual Property issued by or the Required Lenders determine that they are required by law to have appraisals prepared in respect pending before any jurisdiction outside of the Real Property of any Restricted Subsidiary constituting or about to become Collateral, it shall provide to the Administrative Agent appraisals that satisfy the applicable requirements of the Real Estate Appraisal Reform Amendments of FIRREA and are otherwise in form and substance reasonably satisfactory to the Administrative AgentUnited States).

Security Interests; Further Assurances. Promptly Each Loan Party shall, at its own cost and expense, take any and all actions necessary to defend title to the Collateral against all persons and to defend the security interest of Lender in the Collateral and the priority thereof against any Lien not expressly permitted pursuant to Section 6.02. Promptly, upon the reasonable request of the Administrative Agent or any Lender, at its Borrower's expense, it will execute, acknowledge and deliver, or cause the execution, acknowledgment and cause its Restricted Subsidiaries to executedelivery of, acknowledge and deliver and thereafter register, file or record, and or cause its Restricted Subsidiaries to registerbe registered, file filed or recordrecorded, in an appropriate governmental office, any document or instrument supplemental to or confirmatory of the Security Documents or otherwise deemed by the Administrative Agent Lender reasonably necessary or desirable for the continued validity, perfection and priority of the Liens on the Collateral covered thereby with superior and prior to the rights of all third persons other than the holders of Permitted Liens and subject to no other Liens thereon except for Permitted Encumbrancesas permitted by the Security Documents, or obtain any consents consents, including landlord or similar Lien waivers and consents, as may be necessary or appropriate in connection therewith, to the extent contemplated hereby. It will Each Loan Party shall, at its own cost and will cause its Restricted Subsidiaries to expense, deliver or cause to be delivered to the Administrative Agent Lender from time to time such other documentation, consents, authorizations, approvals and orders in form and substance reasonably satisfactory to the Administrative Agent Lender as the Administrative Agent Lender shall reasonably deem necessary to perfect or maintain the Liens on the Collateral pursuant to the Security Documents. Upon the exercise by the Administrative Agent or any Lender of any power, right, privilege or remedy pursuant to any Loan Document which that requires any consent, approval, registration, qualification or authorization of any Governmental AuthorityAuthority or any other person, it will and will cause its Restricted Subsidiaries to execute and deliver and/or obtain all applications, certifications, instruments and other documents and papers that the Administrative Agent or such Lender may requirebe so required to obtain. Notwithstanding anything to the contrary contained herein, if an Event of Default has occurred and is continuing, Lender shall have the right to require any Loan Party to execute and deliver documentation, consents, authorizations, approvals and orders in form and substance reasonably satisfactory to Lender as Lender shall deem necessary to grant to Lender, for its benefit, a valid and perfected Lien subject to no Liens other than Permitted Liens on such assets and properties not otherwise required hereunder, except to the extent such requirements are illegal under applicable law, and no reasonable alternative structure can be devised having substantially the same effect as such actions that would not be illegal under applicable law. If the Administrative Agent or the Required Lenders determine Lender determines that they are it is required by law or regulation to have appraisals prepared in respect of the Real Property of any Restricted Subsidiary Loan Party constituting or about to become Collateral, it Borrower shall provide to the Administrative Agent Lender appraisals that satisfy the applicable requirements of the Real Estate Appraisal Reform Amendments of FIRREA the Federal Institutions Reform, Recovery and Enforcement Act of 1989 and are otherwise in form and substance reasonably satisfactory to the Administrative AgentLender.

Security Interests; Further Assurances. Promptly Promptly, upon the reasonable request of the Administrative Agent, the Collateral Agent or any Lender, at its Borrowers’ expense, it will execute, acknowledge and deliver, or cause the execution, acknowledgment and cause its Restricted Subsidiaries to executedelivery of, acknowledge and deliver and thereafter register, file or record, and or cause its Restricted Subsidiaries to registerbe registered, file filed or recordrecorded, in an appropriate governmental office, any document or instrument supplemental to or confirmatory of the Security Documents or otherwise deemed by the Administrative Agent or the Collateral Agent reasonably necessary or desirable for the continued validity, perfection and priority of the Liens on the Collateral covered thereby with superior to and prior to the rights of all third Persons other than the holders of Permitted Liens and subject to no other Liens thereon except for Permitted Encumbrancesas permitted by the applicable Security Document, or obtain any consents consents, including, without limitation, landlord or similar lien waivers and consents, as may be necessary or appropriate in connection therewith. It will and will cause its Restricted Subsidiaries to deliver Deliver or cause to be delivered to the Administrative Agent and the Collateral Agent from time to time such other documentation, consents, authorizations, approvals and orders in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent as the Administrative Agent and the Collateral Agent shall reasonably deem necessary to perfect or maintain the Liens on the Collateral pursuant to the Security Documents. Upon the exercise by the Administrative Agent, the Collateral Agent or any Lender the Lenders of any power, right, privilege or remedy pursuant to any Loan Document which requires any consent, approval, registration, qualification or authorization of any Governmental Authority, it will and will cause its Restricted Subsidiaries to Authority execute and deliver all applications, certifications, instruments and other documents and papers that the Administrative Agent, the Collateral Agent or such Lender the Lenders may requirebe so required to obtain. If the Administrative Agent, the Collateral Agent or the Required Lenders determine that they are required by law or regulation to have appraisals prepared in respect of the Real Property of any Restricted Subsidiary Loan Party constituting or about to become Collateral, it Borrowers shall provide to the Administrative Agent and the Collateral Agent appraisals that satisfy the applicable requirements of the Real Estate Appraisal Reform Amendments of FIRREA and are otherwise in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent.

Security Interests; Further Assurances. Promptly Subject to the terms of the Intercreditor Agreement, the Administrative Borrower shall promptly, upon the reasonable request of the Administrative Agent or any Lender, at its the Administrative Borrower’s expense, it will execute, acknowledge and deliver, or cause the execution, acknowledgment and cause its Restricted Subsidiaries to executedelivery of, acknowledge and deliver and thereafter register, file or record, and or cause its Restricted Subsidiaries to registerbe registered, file filed or recordrecorded, in an appropriate governmental office, any document or instrument supplemental to or confirmatory of the Security Collateral Documents or otherwise deemed by the Administrative Agent reasonably necessary or desirable for the continued validity, perfection and first priority of the Liens on the Collateral covered thereby with subject to no other Liens thereon except for Permitted Encumbrancesas permitted by the applicable Collateral Document, or obtain any consents or waivers as may be necessary or appropriate in connection therewith. It will and will cause its Restricted Subsidiaries Subject to the terms of the Intercreditor Agreement, the Administrative Borrower shall promptly deliver or cause to be delivered to the Administrative Agent from time to time such other documentation, consents, authorizations, approvals and orders in form and substance reasonably satisfactory to the Administrative Agent as the Administrative Agent shall reasonably deem necessary to perfect or maintain the Liens on the Collateral pursuant to the Security Collateral Documents. Upon the exercise by the Administrative Agent or any Lender of any power, right, privilege or remedy pursuant to any Loan Document which requires any consent, approval, registration, qualification or authorization of any Governmental Authority, it will and will cause its Restricted Subsidiaries to the Administrative Borrower shall promptly execute and deliver all applications, certifications, instruments and other documents and papers that the Administrative Agent or such Lender may require. If Within 30 days following the last calendar day of each quarter, the Administrative Borrower shall deliver a determination of the appraised value of any Mortgaged Property that is a Borrowing Base Asset at such time by a third party independent appraiser meeting FIRREA requirements and selected by the Administrative Agent or (for the Required Lenders determine that they are required by law to have appraisals prepared in respect account of the Real Property of any Restricted Subsidiary constituting or about to become CollateralLenders) based upon FIRREA requirements, it shall provide to the Administrative Agent appraisals that satisfy the applicable requirements of the Real Estate Appraisal Reform Amendments of FIRREA including, where appropriate, standards for mass appraisals, and are otherwise in form and substance reasonably satisfactory to the Administrative AgentAgent and consistent with appraisals delivered by the Administrative Borrower on the Effective Date.

Security Interests; Further Assurances. Promptly Promptly, upon the reasonable request of the Administrative Agent, the Collateral Agent or any Lender, at its Borrower's expense, it will execute, acknowledge and deliver, or cause the execution, acknowledgment and cause its Restricted Subsidiaries to executedelivery of, acknowledge and deliver and thereafter register, file or record, and or cause its Restricted Subsidiaries to registerbe registered, file filed or recordrecorded, in an appropriate governmental office, any document or instrument supplemental to or confirmatory of the Security Documents or otherwise deemed by the Administrative Agent or the Collateral Agent reasonably necessary or desirable for the continued validity, perfection and priority of the Liens on the Collateral covered thereby with superior to and prior to the rights of all third Persons other than the holders of Prior Liens and subject to no other Liens thereon except for Permitted Encumbrancesas permitted by the applicable Security Document, or obtain any consents consents, including, without limitation, landlord or similar lien waivers and consents, as may be necessary or appropriate in connection therewith. It will and will cause its Restricted Subsidiaries to deliver Deliver or cause to be delivered to the Administrative Agent and the Collateral Agent from time to time such other documentation, consents, authorizations, approvals and orders in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent as the Administrative Agent and the Collateral Agent shall reasonably deem necessary to perfect or maintain the Liens on the Collateral pursuant to the Security Documents. Upon the exercise by the Administrative Agent, the Collateral Agent or any Lender the Lenders of any power, right, privilege or remedy pursuant to any Loan Document which requires any consent, approval, registration, qualification or authorization of any Governmental Authority, it will and will cause its Restricted Subsidiaries to Authority execute and deliver all applications, certifications, instruments and other documents and papers that the Administrative Agent, the Collateral Agent or such Lender the Lenders may requirebe so required to obtain. If the Administrative Agent, the Collateral Agent or the Required Lenders determine that they are required by law or regulation to have appraisals prepared in respect of the Real Property of any Restricted Subsidiary Loan Party constituting or about to become Collateral, it Borrower shall provide to the Administrative Agent and Collateral Agent appraisals that satisfy the applicable requirements of the Real Estate Appraisal Reform Amendments of FIRREA and are otherwise in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent.

Security Interests; Further Assurances. Promptly Subject to the terms of the Security Documents and Section 5.18, promptly, upon the reasonable request of the Administrative Agent, the Collateral Agent or any Lender, at its the Borrowers’ expense, it will execute, acknowledge and deliver, or cause the execution, acknowledgment and cause its Restricted Subsidiaries to executedelivery of, acknowledge and deliver and thereafter register, file or record, and or cause its Restricted Subsidiaries to registerbe registered, file filed or recordrecorded, in an appropriate governmental office, any document or instrument instrument, including deeds, conveyances, pledge agreements, mortgages, deeds of trust, trust deeds, assignments, financing statements and continuations thereof, termination statements, notices of assignment, transfers, certificates, and assurances, supplemental to or confirmatory of the Security Documents or otherwise reasonably deemed by the Administrative Agent reasonably or the Collateral Agent necessary or desirable for the continued validity, perfection and priority of the Liens on the Collateral covered thereby with thereby, but in any event subject to the terms and conditions set forth therein, subject to no other Liens thereon except for Permitted Encumbrancesas permitted by the applicable Loan Document, or obtain any consents or waivers as may be necessary or appropriate in connection therewith. It will and will cause its Restricted Subsidiaries to ; deliver or cause to be delivered to the Administrative Agent and the Collateral Agent from time to time such other documentation, consents, authorizations, approvals and orders in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent as the Administrative Agent and the Collateral Agent shall reasonably deem necessary to perfect or maintain the Liens on the Collateral pursuant to the Security Documents. Upon , subject to the terms and conditions set forth therein; and upon the exercise by the Administrative Agent, the Collateral Agent or any Lender of any power, right, privilege or remedy pursuant to any Loan Document which requires any consent, approval, registration, qualification or authorization of any Governmental Authority, it will and will cause its Restricted Subsidiaries to execute and deliver all applications, certifications, instruments and other documents and papers that the Administrative Agent, the Collateral Agent or such Lender may reasonably require; provided, that, notwithstanding anything else contained herein or in any other Loan Document to the contrary, (x) the foregoing shall not apply to any Excluded Subsidiary or Property of any Excluded Subsidiary or any Excluded Property or any Excluded Pledge, (y) any such documents and deliverables (other than certain mortgages of Real Property) shall be governed by New York law and (z) no deposit account control agreements, securities account control agreement, other perfection actions by “control” (except with respect to Equity Interests (or, if applicable, uncertificated security control agreements), instruments and chattel paper), leasehold mortgages or landlord waivers, estoppels or collateral access letters shall be required to be entered into hereunder or under any other Loan Document. If the Administrative Agent, the Collateral Agent or the Required Lenders reasonably determine that they are required by law a Requirement of Law to have appraisals prepared in respect of the Real any Material Property of any Restricted Subsidiary Credit Party constituting or about to become Collateral, it the Borrowers shall provide to the Administrative Agent appraisals that satisfy the applicable requirements of the Real Estate Appraisal Reform Amendments of FIRREA and are otherwise in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent.

Security Interests; Further Assurances. Promptly Subject to the terms of the Intercreditor Agreement, promptly, upon the reasonable request of the Administrative Agent, the Collateral Agent or any Lender, at its Borrower's expense, it will execute, acknowledge and deliver, or cause the execution, acknowledgment and cause its Restricted Subsidiaries to executedelivery of, acknowledge and deliver and thereafter register, file or record, and or cause its Restricted Subsidiaries to registerbe registered, file filed or recordrecorded, in an appropriate governmental office, any document or instrument supplemental to or confirmatory of the Security Documents or otherwise deemed by the Administrative Agent or the Collateral Agent reasonably necessary or desirable for the continued validity, perfection and priority of the Liens on the Collateral covered thereby with subject to no other Liens thereon except for Permitted Encumbrancesas permitted by the applicable Security Document, or obtain any consents or waivers as may be necessary or appropriate in connection therewith. It will and will cause its Restricted Subsidiaries to deliver Deliver or cause to be delivered to the Administrative Agent and the Collateral Agent from time to time such other documentation, consents, authorizations, approvals and orders in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent as the Administrative Agent and the Collateral Agent shall reasonably deem necessary to perfect or maintain the Liens on the Collateral pursuant to the Security Documents. Upon the exercise by the Administrative Agent, the Collateral Agent or any Lender of any power, right, privilege or remedy pursuant to any Loan Document which requires any consent, approval, registration, qualification or authorization of any Governmental Authority, it will and will cause its Restricted Subsidiaries to execute and deliver all applications, certifications, instruments and other documents and papers that the Administrative Agent, the Collateral Agent or such Lender may require. If the Administrative Agent, the Collateral Agent or the Required Lenders determine that they are required by law a Requirement of Law to have appraisals prepared in respect of the Real Property of any Restricted Subsidiary Loan Party constituting or about to become Collateral, it Borrower shall provide to the Administrative Agent appraisals that satisfy the applicable requirements of the Real Estate Appraisal Reform Amendments of FIRREA and are otherwise in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent.

Security Interests; Further Assurances. Promptly Promptly, upon the reasonable request of the Administrative Agent or any LenderRequired Lenders, at its Borrower’s expense, it will execute, acknowledge and deliver, or cause the execution, acknowledgment and cause its Restricted Subsidiaries to executedelivery of, acknowledge and deliver and thereafter register, file or record, and or cause its Restricted Subsidiaries to registerbe registered, file filed or recordrecorded, in an appropriate governmental office, any document or instrument supplemental to or confirmatory of the Security Documents or otherwise deemed by the Administrative Agent and the Collateral Agent (in each case, at the direction of the Required Lenders) reasonably necessary or desirable for the continued validity, perfection and priority of the Liens on the Collateral covered thereby with subject to no other Liens thereon except for Permitted Encumbrancesas permitted by the applicable Security Document or this Agreement, or use reasonable commercial efforts to obtain any consents or waivers as may be necessary or appropriate in connection therewith. It will and will cause its Restricted Subsidiaries to deliver Deliver or cause to be delivered to the Administrative Agent and the Collateral Agent from time to time such other documentation, consents, authorizations, approvals and orders in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent (in each case, at the direction of the Required Lenders) as the Administrative Agent Required Lenders shall reasonably deem necessary to perfect or maintain the Liens on the Collateral pursuant to the Security Documents. Upon the exercise by the Administrative Agent, the Collateral Agent or any Lender the Required Lenders of any power, right, privilege or remedy pursuant to any Loan Document which requires any consent, approval, registration, qualification or authorization of any Governmental Authority, it will and will cause its Restricted Subsidiaries to Authority execute and deliver all applications, certifications, instruments and other documents and papers that the Administrative Agent, the Collateral Agent or such Lender Lenders may require. If the Administrative Agent, the Collateral Agent or the Required Lenders determine that they are required by law a Requirement of Law to have appraisals prepared in respect of the Real Property of any Restricted Subsidiary Loan Party constituting or about to become Collateral, it Holdings shall provide to the Administrative Agent appraisals that satisfy the applicable requirements of the Real Estate Appraisal Reform Amendments of FIRREA and are otherwise in form and substance reasonably satisfactory to the Administrative AgentAgent and the Collateral Agent (in each case, at the direction of the Required Lenders).

Security Interests; Further Assurances. Promptly Promptly, upon the reasonable request of the Administrative Agent Agent, the Collateral Agent, the Collateral Trustee or any Lender, at its Borrowers’ expense, it will execute, acknowledge and deliver, or cause the execution, acknowledgment and cause its Restricted Subsidiaries to executedelivery of, acknowledge and deliver and thereafter register, file or record, and or cause its Restricted Subsidiaries to registerbe registered, file filed or recordrecorded, in an appropriate governmental office, any document or instrument supplemental to or confirmatory of the Security Documents or otherwise deemed by the Administrative Agent, the Collateral Agent or the Collateral Trustee reasonably necessary or desirable for the continued validity, perfection and priority of the Liens on the Collateral covered thereby with subject to no other Liens thereon except for Permitted Encumbrancesas permitted hereby or by the applicable Security Document, or use commercially reasonable efforts to obtain any consents or waivers as may be necessary or appropriate in connection therewith. It will and will cause its Restricted Subsidiaries to deliver Deliver or cause to be delivered to the Administrative Agent, the Collateral Agent and the Collateral Trustee from time to time such other documentation, consents, authorizations, approvals and orders in form and substance reasonably satisfactory to the Administrative Agent, the Collateral Trustee and the Collateral Agent as the Administrative Agent, the Collateral Trustee and the Collateral Agent shall reasonably deem necessary to perfect or maintain the Liens on the Collateral pursuant to the Security DocumentsDocuments (and, in the case of any security governed by the laws of England and Wales, preserve, establish or otherwise evidence the fixed nature of such security). Upon the exercise by the Administrative Agent Agent, the Collateral Agent, the Collateral Trustee or any Lender of any power, right, privilege or remedy pursuant to any Loan Document which requires any consent, approval, registration, qualification or authorization of any Governmental Authority, it will and will cause its Restricted Subsidiaries to Authority execute and deliver all applications, certifications, instruments and other documents and papers that the Administrative Agent Agent, the Collateral Agent, the Collateral Trustee or such Lender may reasonably require. If the Administrative Agent Agent, the Collateral Agent, the Collateral Trustee or the Required Lenders determine that they are required by law a Requirement of Law to have appraisals prepared in respect of the Real Property of any Restricted Subsidiary Loan Party constituting or about to become Collateral, it Borrowers shall provide to the Administrative Agent appraisals that satisfy the applicable requirements of the Real Estate Appraisal Reform Amendments of FIRREA and are otherwise in form and substance reasonably satisfactory to the Administrative Agent, the Collateral Agent and the Collateral Trustee. Each Loan Party also agrees to promptly notify the Collateral Agent and the Collateral Trustee (if applicable) of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral having a value in excess of $250,000 is located (including the establishment of any such new office or facility), other than changes in location to a Mortgaged Property or a leased property subject to a landlord access agreement, in form and substance reasonably satisfactory to the Supermajority Lenders.

Security Interests; Further Assurances. Promptly Promptly, upon the reasonable request of the Administrative Agent, the Collateral Agent or any Lender, at its the Borrower’s expense, it will execute, acknowledge and deliver, or cause the execution, acknowledgment and cause its Restricted Subsidiaries to executedelivery of, acknowledge and deliver and thereafter register, file or record, and or cause its Restricted Subsidiaries to registerbe registered, file filed or recordrecorded, in an appropriate governmental office, any document or instrument supplemental to or confirmatory of the Security Documents or otherwise deemed by the Administrative Agent or the Collateral Agent reasonably necessary or desirable for the continued validity, perfection and priority of the Liens on the Collateral covered thereby with subject to no other Liens thereon except for Permitted Encumbrancesas permitted by the applicable Security Document, or obtain any consents or waivers as may be necessary or appropriate in connection therewith. It will and will cause its Restricted Subsidiaries to deliver Deliver or cause to be delivered to the Administrative Agent and the Collateral Agent from time to time such other documentation, consents, authorizations, approvals and orders in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent as the Administrative Agent and the Collateral Agent shall reasonably deem necessary to perfect or maintain the Liens on the Collateral pursuant to the Security Documents. Upon the exercise by the Administrative Agent, the Collateral Agent or any Lender of any power, right, privilege or remedy pursuant to any Loan Document which requires any consent, approval, registration, qualification or authorization of any Governmental Authority, it will and will cause its Restricted Subsidiaries to Authority execute and deliver all applications, certifications, instruments and other documents and papers that the Administrative Agent, the Collateral Agent or such Lender may require. If the Administrative Agent, the Collateral Agent or the Required Lenders determine that they are required by law a Requirement of Law to have appraisals prepared in respect of the Real Property of any Restricted Subsidiary Loan Party constituting or about to become Collateral, it Borrower shall provide to the Administrative Agent appraisals that satisfy the applicable requirements of the Real Estate Appraisal Reform Amendments of FIRREA and are otherwise in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent.

Security Interests; Further Assurances. Promptly upon the reasonable request of the Administrative Agent or any Lender, at its expense, it will execute, acknowledge From time to time execute and deliver, or cause to be executed and cause its Restricted Subsidiaries to executedelivered, acknowledge and deliver and thereafter registersuch additional instruments, file certificates or recorddocuments, and cause its Restricted Subsidiaries to registertake all such actions, file or record, in an appropriate governmental office, any document or instrument supplemental to or confirmatory of the Security Documents or otherwise deemed by the Administrative Agent reasonably as Lender may deem necessary or desirable for the continued validity, perfection and priority of the Liens Lien of Lender on the Collateral covered thereby (or with no respect to any additions thereto or replacements or proceeds or products thereof which do not constitute Excluded Real Property or other Liens thereon except property with respect to which the Loan Documents do not require Lender to have a security interest) pursuant hereto or thereto; provided that, for Permitted Encumbrancesthe avoidance of doubt, or obtain any consents or waivers as Lender acknowledges that its priority with respect to the Collateral may be necessary or appropriate in connection therewith. It will and will cause its Restricted Subsidiaries subordinated with respect to deliver or cause to be delivered Indebtedness permitted under this Agreement that is secured by a Lien on the Mortgaged Property that is senior to the Administrative Agent from time Lien of Lender on the Mortgaged Property (including Indebtedness under the First Lien Financing and any Senior Qualified Additional Financing) (and Lender agrees to time such other documentation, consents, authorizations, approvals and orders in form and substance reasonably satisfactory to the Administrative Agent execute additional documents as the Administrative Agent shall reasonably deem necessary to perfect or maintain the reflect this priority of Liens on the Collateral pursuant to the Security Documentsin accordance with this Agreement) . Upon the exercise by the Administrative Agent or any Lender of any power, right, privilege or remedy pursuant to any this Agreement or the other Loan Document Documents which requires any consent, approval, registrationrecording, qualification or authorization of any Governmental AuthorityAuthority following the occurrence and during the continuance of an Event of Default, it will Borrower shall execute and deliver, or will cause its Restricted Subsidiaries to execute the execution and deliver delivery of, all applications, certifications, instruments and other documents and papers that Lender may be required to obtain from Borrower for such governmental consent, approval, recording, qualification or authorization. In the Administrative Agent event that a Lien not otherwise permitted under this Agreement shall encumber the Mortgaged Property, any other item of Collateral or any portion thereof (or a mechanic’s or materialmen’s claim of lien shall be filed or otherwise asserted against the Mortgaged Property, any other item of Collateral or any portion thereof), Borrower shall promptly discharge or cause to be discharged by payment to the lienor or lien claimant or promptly secure removal by bonding or deposit with the county clerk or otherwise or, at Lender’s option, and if obtainable promptly obtain title insurance against, any such Lien or mechanics’ or materialmen’s claims of lien filed or otherwise asserted against the Mortgaged Property or such other item of Collateral or any portion thereof within 30 days after the date of notice thereof (which period Lender may requireextend in its sole discretion so long as Borrower is diligently pursuing such actions); provided, that the provisions of this Section 5.11 (and compliance therewith) shall not be deemed to constitute a waiver of any of the provisions of Section 6.02. Borrower shall fully preserve the Lien and the priority (subject to Permitted Liens) of the SLS Las Vegas Mortgage without cost or expense to Lender. If Borrower fails to promptly discharge, remove or bond off any Lien on the Administrative Agent Collateral which is not a Permitted Lien and which is not being contested by Borrower in good faith by appropriate proceedings promptly instituted and diligently conducted, within 60 days after the receipt of notice thereof from Lender, then Lender may, but shall not be required to, procure the release and discharge of such Lien, and in furtherance thereof may, in its sole discretion, effect any settlement or compromise with the lienor or lien claimant or post any bond or furnish any security or indemnity as Lender, in its sole discretion, may elect. In settling, compromising or arranging for the discharge of any Liens or claims of Liens under this Section 5.11, Lender shall not be required to establish or confirm the validity or amount of the Lien or the Required Lenders determine claim. Borrower agrees that they are required all costs and expenses reasonably expended or otherwise incurred pursuant to this Section 5.11 (including reasonable attorneys’ fees and disbursements) by law Lender shall constitute Obligations and shall be paid by Borrower in accordance with the terms hereof. For the avoidance of doubt, in the event of a conflict between this Agreement and the Disbursement Agreement with respect to have appraisals prepared in respect the terms of this Section 5.11, the terms of the Real Property of any Restricted Subsidiary constituting or about to become Collateral, it Disbursement Agreement shall provide to the Administrative Agent appraisals that satisfy the applicable requirements of the Real Estate Appraisal Reform Amendments of FIRREA and are otherwise in form and substance reasonably satisfactory to the Administrative Agentcontrol.

Security Interests; Further Assurances. Promptly Promptly, upon the reasonable request of the Administrative Agent or any LenderAgent, at its Borrower’s expense, it will execute, acknowledge and deliver, or cause the execution, acknowledgment and cause its Restricted Subsidiaries to executedelivery of, acknowledge and deliver and thereafter register, file or record, and or cause its Restricted Subsidiaries to registerbe registered, file filed or recordrecorded, in an appropriate governmental office, any document or instrument supplemental to or confirmatory of the Security Documents or otherwise deemed by the Administrative Agent reasonably necessary or desirable for the continued validity, perfection and priority of the Liens on the Collateral covered thereby with no superior to and prior to the rights of all third Persons other than the holders of Permitted Liens and subject to other Liens thereon except for Permitted Encumbrancesas permitted by the Security Documents, or use commercially reasonable efforts to obtain any landlord or similar lien waivers and consents or waivers with respect to any material leased Real Property, as may be necessary or appropriate in connection therewith. It will The Credit Parties shall take any actions reasonably required by the Administrative Agent to ensure and/or demonstrate that the Lien and will cause its Restricted Subsidiaries security interests granted by the Security Documents continue to be perfected under the UCC or otherwise after the establishment of any Incremental Facilities and deliver or cause to be delivered to the Administrative Agent from time to time such other documentation, consents, authorizations, approvals and orders documentation in form and substance reasonably satisfactory to the Administrative Agent as the Administrative Agent shall reasonably deem necessary to perfect or maintain the Liens on the Collateral pursuant to the Security Documents. Upon the exercise by the Administrative Agent or any Lender the Lenders of any power, right, privilege or remedy pursuant to any Loan Credit Document which requires any consent, approval, registration, qualification or authorization of any Governmental Authority, it will and will cause its Restricted Subsidiaries to Authority execute and deliver all applications, certifications, instruments and other documents and papers that the Administrative Agent or such Lender the Lenders may requirebe so required to obtain. If the Administrative Agent or the Required Lenders determine that they are required by law or regulation to have appraisals prepared in respect of the Real Property of any Restricted Subsidiary Credit Party constituting or about to become Collateral, it Borrower shall provide to the Administrative Agent appraisals that satisfy the applicable requirements of the Real Estate Appraisal Reform Amendments of FIRREA and are otherwise in form and substance reasonably satisfactory to the Administrative Agent.

Security Interests; Further Assurances. Promptly upon the Within 10 Business Days after receipt of a reasonable request of the Administrative Agent or any Lender, at its Borrowers’ expense, it will : (a) execute, acknowledge and deliver, or cause the execution, acknowledgment and cause its Restricted Subsidiaries to executedelivery of, acknowledge and deliver and thereafter register, file or record, and or cause its Restricted Subsidiaries to registerbe registered, file filed or recordrecorded, in an appropriate governmental office, any document or instrument supplemental to or confirmatory of the Security Documents or otherwise deemed by the Administrative Agent reasonably necessary or desirable for the continued validity, perfection and priority of the Liens on the Collateral covered thereby with superior to and prior to the rights of all third Persons other than the holders of Prior Liens and subject to no other Liens thereon except for Permitted Encumbrancesas permitted by the applicable Security Document, or obtain any consents consents, including, without limitation, landlord or similar lien waivers and consents, as may be necessary or appropriate in connection therewith. It will and will cause its Restricted Subsidiaries to ; (b) deliver or cause to be delivered to the Administrative Agent from time to time such other documentation, consents, authorizations, approvals and orders in form and substance reasonably satisfactory to the Administrative Agent as the Administrative Agent shall reasonably deem necessary to perfect or maintain the Liens on the Collateral pursuant to the Security Documents. Upon ; (c) upon the exercise by the Administrative Agent or any Lender the Lenders of any power, right, privilege or remedy pursuant to any Loan Document which requires any consent, approval, registration, qualification or authorization of any Governmental Authority, it will and will cause its Restricted Subsidiaries to Authority execute and deliver all applications, certifications, instruments and other documents and papers that the Administrative Agent or such Lender the Lenders may require. If be so required to obtain and (d) if the Administrative Agent or the Required Lenders determine that they are required by law or regulation to have appraisals prepared in respect of the Real Property of any Restricted Subsidiary Loan Party constituting or about to become Collateral, it Borrowers shall provide to the Administrative Agent appraisals that satisfy the applicable requirements of the Real Estate Appraisal Reform Amendments of FIRREA and are otherwise in form and substance reasonably satisfactory to the Administrative Agent.

Security Interests; Further Assurances. Promptly Each Credit Party shall, promptly, upon the reasonable request of Collateral Agent, and so long as such request (or compliance with such request) does not violate any Gaming/Racing Law or, if necessary, is approved by the Administrative Agent or any Lenderapplicable Gaming/Racing Authority (which Borrower hereby agrees to use commercially reasonable efforts to obtain), at its Borrower’s expense, it will execute, acknowledge and deliver, or cause the execution, acknowledgment and cause its Restricted Subsidiaries to executedelivery of, acknowledge and deliver and thereafter register, file or record, and or cause its Restricted Subsidiaries to registerbe registered, file filed or recordrecorded, in an appropriate governmental office, any document or instrument supplemental to or confirmatory of the Security Documents or otherwise deemed by the Administrative Collateral Agent reasonably necessary or desirable to create, protect or perfect or for the continued validity, perfection and priority of the Liens on the Collateral covered thereby with no other Liens thereon except for Permitted Encumbrances, or obtain any consents or waivers as may be necessary or appropriate in connection therewith. It will and will cause its Restricted Subsidiaries to deliver or cause purported to be delivered covered thereby (subject to any applicable provisions set forth herein and in the Security Documents with respect to limitations on grant of security interests in certain types of Collateral and limitations or exclusions from the requirement to perfect Liens on such Collateral and any applicable Requirements of Law including, without limitation, any Gaming/Racing Laws) subject to no Liens other than Permitted Liens; provided that, notwithstanding anything to the Administrative Agent from time contrary herein or in any other Credit Document, in no event shall any Company be required to time such other documentationenter into control agreements with respect to its deposit accounts, consents, authorizations, approvals and orders in form and substance reasonably satisfactory to securities accounts or commodity accounts. In the Administrative Agent as the Administrative Agent shall reasonably deem necessary to perfect or maintain the Liens on the Collateral pursuant to the Security Documents. Upon case of the exercise by the Administrative Collateral Agent or the Lenders or any Lender other Secured Party of any power, right, privilege or remedy pursuant to any Loan Credit Document following the occurrence and during the continuation of an Event of Default which requires any consent, approval, registration, qualification or authorization of any Governmental Gaming/Racing Authority, it will Borrower and will cause each of its Restricted Subsidiaries shall use commercially reasonable efforts to execute and deliver all applications, certifications, instruments and other documents and papers that the Administrative Agent or such Lender may require. If the Administrative Collateral Agent or the Required Lenders determine that they are may be so required by law such Gaming/Racing Authority to obtain. If Collateral Agent reasonably determines that it is required by applicable Requirement of Law to have appraisals prepared in respect of the Real Property of any Restricted Subsidiary Credit Party constituting or about to become Collateral, it Borrower shall provide to the Administrative Collateral Agent appraisals that satisfy the applicable requirements of the Real Estate Appraisal Reform Amendments of FIRREA and are otherwise in form and substance reasonably satisfactory FIRREA, but not more than once every 24 months with respect to the Administrative Agentany such Real Property.

Security Interests; Further Assurances. Promptly upon the reasonable request of 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 or any Lender, at its expense, it will execute, acknowledge and deliver, and cause its Restricted Subsidiaries to execute, acknowledge and deliver and thereafter register, file or record, and cause its Restricted Subsidiaries to register, file or record, in an appropriate governmental office, any document or instrument supplemental to or confirmatory of the Security Documents or otherwise deemed by the Administrative Agent reasonably may deem necessary or desirable for the continued validity, perfection and priority of the Liens Lien of the Collateral Agent on the Collateral covered thereby (or with no respect to any additions thereto or replacements or proceeds or products thereof which do not constitute Excluded Property, Excluded Real Property or other Liens thereon except for Permitted Encumbrances, or obtain any consents or waivers as may be necessary or appropriate in connection therewith. It will and will cause its Restricted Subsidiaries property with respect to deliver or cause to be delivered to which the Administrative Agent from time to time such other documentation, consents, authorizations, approvals and orders in form and substance reasonably satisfactory to the Administrative Agent as the Administrative Agent shall reasonably deem necessary to perfect or maintain the Liens on Loan Documents do not require the Collateral Agent to have a security interest) pursuant to the Security Documentshereto or thereto. Upon the exercise by the Administrative Agent, Collateral Agent or any Lender Secured Party of any power, right, privilege or remedy pursuant to any this Agreement or the other Loan Document Documents which requires any consent, approval, registrationrecording, qualification or authorization of any Governmental AuthorityAuthority following the occurrence and during the continuance of an Event of Default, it will Borrower shall, or shall cause any other applicable Loan Party to, execute and deliver, or will cause its Restricted Subsidiaries to execute the execution and deliver delivery of, all applications, certifications, instruments and other documents and papers that the Administrative Agent, Collateral Agent or such Lender Secured Party may requirebe required to obtain from Borrower or the applicable Loan Party for such governmental consent, approval, recording, qualification or authorization. If In the event that a Lien not otherwise permitted under this Agreement shall encumber the Mortgaged Property, any other item of Collateral or any portion thereof (or a mechanic’s or materialmen’s claim of lien shall be filed or otherwise asserted against the Mortgaged Property, any other item of Collateral or any portion thereof), the relevant Loan Party shall promptly discharge or cause to be discharged by payment to the lienor or lien claimant or promptly secure removal by bonding or deposit with the county clerk or otherwise or, at the Administrative Agent’s option, and if obtainable promptly obtain title insurance against, any such Lien or mechanics’ or materialmen’s claims of lien filed or otherwise asserted against the Mortgaged Property or such other item of Collateral or any portion thereof within 30 days after the date of notice thereof (which period the Administrative Agent or may extend in its sole discretion so long as the Required Lenders determine relevant Loan Party is diligently pursuing such actions); provided, that they are required by law the provisions of this Section 5.11 (and compliance therewith) shall not be deemed to have appraisals prepared in respect constitute a waiver of any of the Real Property provisions of any Restricted Subsidiary constituting or about to become Collateral, it shall provide to the Administrative Agent appraisals that satisfy the applicable requirements Section 6.02. Each of the Real Estate Appraisal Reform Amendments Loan Parties shall fully preserve the Lien and the priority (subject to Permitted Liens) of FIRREA each of the Mortgages and are otherwise in form and substance reasonably satisfactory the other Security Documents without cost or expense to the Administrative Agent, the Collateral Agent or the Secured Parties. If any Loan Party fails to promptly discharge, remove or bond off any Lien on the Collateral which is not a Permitted Lien and which is not being contested by the applicable Loan Party in good faith by appropriate proceedings promptly instituted and diligently conducted, within 60 days after the receipt of notice thereof from the Administrative Agent, then the Administrative Agent may, but shall not be required to, procure the release and discharge of such Lien, and in furtherance thereof may, in its sole discretion, effect any settlement or compromise with the lienor or lien claimant or post any bond or furnish any security or indemnity as the Administrative Agent, in its sole discretion, may elect. In settling, compromising or arranging for the discharge of any Liens or claims of Liens under this Section 5.11, the Administrative Agent shall not be required to establish or confirm the validity or amount of the Lien or the claim. Borrower agrees that all costs and expenses reasonably expended or otherwise incurred pursuant to this Section 5.11 (including reasonable attorneys’ fees and disbursements) by the Administrative Agent, the Collateral Agent or any Secured Party shall constitute Obligations and shall be paid by Borrower in accordance with the terms hereof. For the avoidance of doubt, in the event of a conflict between this Agreement and the Disbursement Agreement with respect to the terms of this Section 5.11, the terms of the Disbursement Agreement shall control.

Security Interests; Further Assurances. Promptly Each Loan Party shall, promptly upon the reasonable request of the Administrative Agent or any Lenderthe Co-Collateral Agents, at its the Borrowers’ expense, it will execute, acknowledge and deliver, or cause the execution, acknowledgment and cause its Restricted Subsidiaries to executedelivery of, acknowledge and deliver and thereafter register, file or record, and or cause its Restricted Subsidiaries to registerbe registered, file filed or recordrecorded, in an appropriate governmental office, any document or instrument supplemental to or confirmatory of the Security Documents or otherwise deemed by the Administrative Agent or the Co-Collateral Agents reasonably necessary or desirable for the continued validity, perfection and priority of the Liens on the Collateral covered thereby with superior to and prior to the rights of all third Persons other than the holders of Prior Liens and subject to no other Liens thereon except for Permitted EncumbrancesLiens (to the extent permitted by the Security Documents), or use commercially reasonable efforts to obtain any consents consents, including, without limitation, landlord or similar lien waivers and consents, as may be necessary or appropriate in connection therewiththerewith to the extent Collateral located at such location is valued in excess of $1.0 million. It will and will cause its Restricted Subsidiaries to Each Loan Party shall deliver or cause to be delivered to the Administrative Agent from time to time such other documentation, consents, authorizations, approvals and orders in form and substance reasonably satisfactory to the Administrative Agent and the Co-Collateral Agents as the Administrative Agent or the Co-Collateral Agents shall reasonably deem necessary to perfect or maintain the Liens on the Collateral pursuant to the Security Documents. Notwithstanding, for purposes of Intellectual Property, the Loan Parties shall not have any obligation to perfect the Administrative Agent’s interest in Intellectual Property outside the United States under any Security Document. Upon the exercise by the Administrative Agent Agent, the Co-Collateral Agents or any Lender the Lenders of any power, right, privilege or remedy pursuant to any Loan Document which requires any consent, approval, registration, qualification or authorization of any Governmental Authority, it will and will cause its Restricted Subsidiaries to Authority execute and deliver all applications, certifications, instruments and other documents and papers that the Administrative Agent Agent, Co-Collateral Agents or such Lender the Lenders may requirebe so required to obtain. If the Administrative Agent Agent, the Co-Collateral Agents or the Required Lenders determine that they are required by law or regulation to have appraisals prepared in respect of the Real Property of any Restricted Subsidiary Loan Party constituting or about to become Collateral, it the Lead Borrower shall provide to the Administrative Agent and the Co-Collateral Agents appraisals that satisfy the applicable requirements of the Real Estate Appraisal Reform Amendments of FIRREA and are otherwise in form and substance reasonably satisfactory to the Administrative AgentAgent and the Co-Collateral Agents.

Security Interests; Further Assurances. Promptly Promptly, upon the reasonable request of the Administrative Agent, the Collateral Agent or any Lender, at its Borrower's expense, it will execute, acknowledge and deliver, or cause the execution, acknowledgment and cause its Restricted Subsidiaries to executedelivery of, acknowledge and deliver and thereafter register, file or record, and or cause its Restricted Subsidiaries to registerbe registered, file filed or recordrecorded, in an appropriate governmental office, any document or instrument supplemental to or confirmatory of the Security Documents in accordance with the terms thereof or otherwise deemed by the Administrative Agent or the Collateral Agent reasonably necessary or desirable for the continued validity, perfection and priority of the Liens on the Collateral covered thereby with subject to no other Liens thereon except for as permitted by the applicable Security Document or Permitted EncumbrancesLiens, or use commercially reasonable efforts to obtain any consents or waivers as may be necessary or appropriate in connection therewith. It will and will cause its Restricted Subsidiaries to deliver Deliver or cause to be delivered to the Administrative Agent and the Collateral Agent from time to time such other documentation, consents, authorizations, approvals and orders in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent as the Administrative Agent and the Collateral Agent shall reasonably deem necessary to perfect or maintain the Liens on the Collateral pursuant to the Security Documents. Upon the exercise by the Administrative Agent, the Collateral Agent or any Lender of any power, right, privilege or remedy pursuant to any Loan Document which requires any consent, approval, registration, qualification or authorization of any Governmental Authority, it will and will cause its Restricted Subsidiaries to such Loan Party shall execute and deliver all applications, certifications, instruments and other documents and papers that the Administrative Agent, the Collateral Agent or such Lender may require. If the Administrative Agent, the Collateral Agent or the Required Lenders determine that they are required by law or regulation to have appraisals prepared in respect of the Real Property of any Restricted Subsidiary Loan Party constituting or about to become Collateral, it Borrower shall provide to the Administrative Agent appraisals that satisfy the applicable requirements of the Real Estate Appraisal Reform Amendments of FIRREA and are otherwise in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent.

Security Interests; Further Assurances. Promptly Subject to the terms of the Closing Date Intercreditor Agreement, promptly, upon the reasonable request of the Administrative Agent or any LenderRequired Lenders, at its Borrower’s expense, it will execute, acknowledge and deliver, or cause the execution, acknowledgment and cause its Restricted Subsidiaries to executedelivery of, acknowledge and deliver and thereafter register, file or record, and or cause its Restricted Subsidiaries to registerbe registered, file filed or recordrecorded, in an appropriate governmental office, any document or instrument supplemental to or confirmatory of the Security Documents or otherwise deemed by the Administrative Agent Required Lenders reasonably necessary or desirable for the continued validity, perfection and priority of the Liens on the Collateral covered thereby with subject to no other Liens thereon except for Permitted EncumbrancesLiens, or obtain any consents or waivers as may be reasonably necessary or appropriate in connection therewiththerewith (as may be obtained using commercially reasonable efforts). It will and will cause its Restricted Subsidiaries to deliver Deliver or cause to be delivered to the Administrative Agent and the Collateral Agent from time to time such other documentation, consents, authorizations, approvals and orders in form and substance reasonably satisfactory to the Administrative Agent Required Lenders as the Administrative Agent Required Lenders shall reasonably deem necessary to perfect or maintain the Liens on the Collateral pursuant to the Security Documents. Upon the exercise by the Administrative Agent, the Collateral Agent or any Lender of any power, right, privilege or remedy pursuant to any Loan Document which requires any consent, approval, registration, qualification or authorization of any Governmental Authority, it will and will cause its Restricted Subsidiaries to execute and deliver all applications, certifications, instruments and other documents and papers that the Administrative Agent, the Collateral Agent or such Lender may reasonably require. If the Administrative Agent, the Collateral Agent or the Required Lenders determine that they are required by law a Requirement of Law to have appraisals prepared in respect of the Real Property of any Restricted Subsidiary Loan Party constituting or about to become Collateral, it Borrower shall provide to the Administrative Agent appraisals that satisfy the applicable requirements of the Real Estate Appraisal Reform Amendments of FIRREA and are otherwise in form and substance reasonably satisfactory to the Administrative AgentRequired Lenders.

Security Interests; Further Assurances. Promptly Promptly, upon the reasonable request of the Administrative Agent or any Lenderthe Collateral Agent, at its Borrower's expense, it will execute, acknowledge and deliver, or cause the execution, acknowledgment and cause its Restricted Subsidiaries to executedelivery of, acknowledge and deliver and thereafter register, file or record, and or cause its Restricted Subsidiaries to registerbe registered, file filed or recordrecorded, in an appropriate governmental office, any document or instrument supplemental to or confirmatory of the Security Documents or otherwise deemed by the Administrative Agent or the Collateral Agent reasonably necessary or desirable for the continued validity, perfection and priority of the Liens on the Collateral covered thereby with subject to no other Liens thereon except for as permitted by the applicable Security Document or Permitted EncumbrancesLiens, or use commercially reasonable efforts to obtain any consents or waivers as may be necessary or appropriate in connection therewith. It will and will cause its Restricted Subsidiaries to deliver Deliver or cause to be delivered to the Administrative Agent and the Collateral Agent from time to time such other documentation, consents, authorizations, approvals and orders in form and substance -91- reasonably satisfactory to the Administrative Agent and the Collateral Agent as the Administrative Agent and the Collateral Agent shall reasonably deem necessary to perfect or maintain the Liens on the Collateral pursuant to the Security Documents. Notwithstanding anything to the contrary herein, for purposes of Intellectual Property, no Loan Party shall have any obligation to perfect the Collateral Agent's or the Secured Parties' interest in Intellectual Property outside the United States under any Security Documents. Upon the exercise by the Administrative Agent, the Collateral Agent or any Lender of any power, right, privilege or remedy pursuant to any Loan Document which requires any consent, approval, registration, qualification or authorization of any Governmental Authority, it will and will cause its Restricted Subsidiaries to Authority execute and deliver all applications, certifications, instruments and other documents and papers that the Administrative Agent, the Collateral Agent or such Lender may reasonably require. If the Administrative Agent, the Collateral Agent or the Required Lenders determine that they are required by law a Requirement of Law to have appraisals prepared in respect of the Real Property of any Restricted Subsidiary Loan Party constituting or about to become Collateral, it Borrower shall provide to the Administrative Agent appraisals that satisfy the applicable requirements of the Real Estate Appraisal Reform Amendments of FIRREA and are otherwise in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent.

Security Interests; Further Assurances. Promptly Promptly, upon the reasonable request of the Administrative Agent, the Collateral Agent or any Lender, at its Borrower's expense, it will execute, acknowledge and deliver, or cause the execution, acknowledgment and cause its Restricted Subsidiaries to executedelivery of, acknowledge and deliver and thereafter register, file or record, and or cause its Restricted Subsidiaries to registerbe registered, file filed or recordrecorded, in an appropriate governmental office, any document or instrument supplemental to or confirmatory of the Security Documents or otherwise deemed by the Administrative Agent or the Collateral Agent reasonably necessary or desirable for the continued validity, perfection and priority of the Liens on the Collateral covered thereby with subject to no other Liens thereon except for Permitted Encumbrancesas permitted by the applicable Security Document, or obtain any consents or waivers as may be necessary or appropriate in connection therewith. It will and will cause its Restricted Subsidiaries to deliver Deliver or cause to be delivered to the Administrative Agent and the Collateral Agent from time to time such other documentation, consents, authorizations, approvals and orders in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent as the Administrative Agent and the Collateral Agent shall reasonably deem necessary to perfect or maintain the Liens on the Collateral pursuant to the Security Documents. Upon the exercise by the Administrative Agent, the Collateral Agent or any Lender of any power, right, privilege or remedy pursuant to any Loan Document which requires any consent, approval, registration, qualification or authorization of any Governmental Authority, it will and will cause its Restricted Subsidiaries to Authority execute and deliver all applications, certifications, instruments and other documents and papers that the Administrative Agent, the Collateral Agent or such Lender may require. If the Administrative Agent, the Collateral Agent or the Required Lenders determine that they are required by law a Requirement of Law to have appraisals prepared in respect of the Real Property of any Restricted Subsidiary Loan Party constituting or about to become Collateral, it Borrower shall provide to the Administrative Agent appraisals that satisfy the applicable requirements of the Real Estate Appraisal Reform Amendments of FIRREA and are otherwise in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent.

Security Interests; Further Assurances. Promptly The Canadian Borrower shall, promptly, upon the reasonable request of the Administrative Agent or any LenderAgent, at its the Canadian Borrower's expense, it will execute, acknowledge and deliver, or cause the execution, acknowledgment and cause its Restricted Subsidiaries to executedelivery of, acknowledge and deliver and thereafter register, file or record, and or cause its Restricted Subsidiaries to registerbe registered, file filed or recordrecorded, in an appropriate governmental office, any document or instrument supplemental to or confirmatory of the Security Documents or otherwise deemed by the Administrative Agent reasonably necessary or desirable for the continued validity, perfection and priority of the Liens on the Collateral covered thereby with no superior to and prior to the rights of all third Persons other than the holders of Prior Liens and subject to other Liens thereon except for Permitted Encumbrancesas permitted by the Security Documents, or obtain any consents consents, including landlord or similar lien waivers and consents, as may be necessary or appropriate in connection therewith. It will and will cause its Restricted Subsidiaries to Each Company shall deliver or cause to be delivered to the Administrative Agent from time to time such other documentation, consents, authorizations, approvals and orders in form and substance reasonably satisfactory to the Administrative Agent as the Administrative Agent shall reasonably deem necessary request to perfect or maintain the Liens on the Collateral pursuant to the Security Documents. Upon the exercise by the Administrative Agent or any Lender the Lenders of any power, right, privilege or remedy pursuant to any Loan Credit Document which requires any consent, approval, registration, qualification or authorization of any Governmental Authority, it will and will cause its Restricted Subsidiaries to each Company shall execute and deliver all applications, certifications, instruments and other documents and papers that the Administrative Agent or such Lender the Lenders may requirebe so required to obtain. If the Administrative Agent or the Required Majority Lenders determine that they are required by law or regulation to have appraisals prepared in respect of the Real Property of any Restricted Subsidiary Obligor constituting or about to become Collateral, it Borrower shall provide to the Administrative Agent appraisals that satisfy the applicable requirements of the Real Estate Appraisal Reform Amendments of FIRREA and are otherwise in form and substance reasonably satisfactory to the Administrative Agent.. Notwithstanding anything to the contrary in this Agreement, no Subsidiary shall be required to become a Guarantor or to grant any security interest in its assets if, in the reasonable judgment of the Administrative Agent, the cost of implementing such Guarantee or creating or perfecting such security

Security Interests; Further Assurances. Promptly Promptly, upon the reasonable request of the Administrative Agent or any LenderAgent, at its the Borrowers’ expense, it will execute, acknowledge and deliver, or cause the execution, acknowledgment and cause its Restricted Subsidiaries to executedelivery of, acknowledge and deliver and thereafter register, file or record, and or cause its Restricted Subsidiaries to registerbe registered, file filed or recordrecorded, in an appropriate governmental office, any document or instrument supplemental to or confirmatory of the Security Documents or otherwise deemed by the Administrative Agent reasonably necessary or desirable for the continued validity, perfection and priority in the United States of the Liens on the Collateral covered thereby with no superior to and prior to the rights of all third Persons other than the holders of Permitted Liens and subject to other Liens thereon except for Permitted Encumbrancesas permitted by the Security Documents, or obtain any consents consents, including, without limitation, landlord or similar lien waivers and consents, as may be necessary or appropriate in connection therewith. It will The Credit Parties shall take any actions reasonably required by the Administrative Agent to ensure and/or demonstrate that the Lien and will cause its Restricted Subsidiaries security interests granted by the Security Documents continue to be perfected under the UCC or otherwise after the establishment of any Incremental Term Loan or Incremental Term Loan Commitments deliver or cause to be delivered to the Administrative Agent from time to time such other documentation, consents, authorizations, approvals and orders in form and substance reasonably satisfactory to the Administrative Agent as the Administrative Agent shall reasonably deem necessary to perfect or maintain in the United States the Liens on the Collateral pursuant to the Security Documents. Upon the exercise by the Administrative Agent or any Lender the Lenders of any power, right, privilege or remedy pursuant to any Loan Credit Document which requires any consent, approval, registration, qualification or authorization of any Governmental Authority, it will and will cause its Restricted Subsidiaries to Authority execute and deliver all applications, certifications, instruments and other documents and papers that the Administrative Agent or such Lender the Lenders may requirebe so required to obtain. If the Administrative Agent or the Required Lenders determine that they are required by law or regulation to have appraisals prepared in respect of the Real Property of any Restricted Subsidiary Credit Party constituting or about to become Collateral, it the Borrowers shall provide to the Administrative Agent appraisals that satisfy the applicable requirements of the Real Estate Appraisal Reform Amendments of FIRREA and are otherwise in form and substance reasonably satisfactory to the Administrative Agent.

Security Interests; Further Assurances. Promptly Promptly, upon the reasonable request of the Administrative Agent or any Lenderthe Collateral Agent, at its Borrower’s expense, it will execute, acknowledge and deliver, or cause the execution, acknowledgment and cause its Restricted Subsidiaries to executedelivery of, acknowledge and deliver and thereafter register, file or record, and or cause its Restricted Subsidiaries to registerbe registered, file filed or recordrecorded, in an appropriate governmental office, any document or instrument supplemental to or confirmatory of the Security Documents or otherwise deemed by the Administrative Agent or the Collateral Agent reasonably necessary or desirable for the continued validity, perfection and priority of the Liens on the Collateral covered thereby with subject to no other Liens thereon except for Permitted EncumbrancesLiens, or obtain any consents or waivers as may be reasonably necessary or appropriate in connection therewiththerewith (as may be obtained using commercially reasonable efforts). It will and will cause its Restricted Subsidiaries to deliver Deliver or cause to be delivered to the Administrative Agent and the Collateral Agent from time to time such other documentation, consents, authorizations, approvals and orders in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent as the Administrative Agent and the Collateral Agent shall reasonably deem necessary to perfect or maintain the Liens on the Collateral pursuant to the Security Documents. Upon the exercise by the Administrative Agent, the Collateral Agent or any Lender of any power, right, privilege or remedy pursuant to any Loan Document which requires any consent, approval, registration, qualification or authorization of any Governmental Authority, it will and will cause its Restricted Subsidiaries to execute and deliver all applications, certifications, instruments and other documents and papers that the Administrative Agent, the Collateral Agent or such Lender may reasonably require. If the Administrative Agent, the Collateral Agent or the Required Lenders determine that they are required by law a Requirement of Law to have appraisals prepared in respect of the Real Property of any Restricted Subsidiary Loan Party constituting or about to become Collateral, it Borrower shall provide to the Administrative Agent appraisals that satisfy the applicable requirements of the Real Estate Appraisal Reform Amendments of FIRREA and are otherwise in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent.

Security Interests; Further Assurances. Promptly Each Obligor shall, promptly, upon the reasonable request of the Administrative Collateral Agent or any Lender, at its Borrower's expense, it will execute, acknowledge and deliver, or cause the execution, acknowledgment and cause its Restricted Subsidiaries to executedelivery of, acknowledge and deliver and thereafter register, file or record, and or cause its Restricted Subsidiaries to registerbe registered, file filed or recordrecorded, in an appropriate governmental office, any document or instrument supplemental to or confirmatory of the Security Documents or otherwise deemed by the Administrative Collateral Agent reasonably necessary or desirable for the continued validity, perfection and priority of the Liens on the Collateral covered thereby with no other Liens thereon except for Permitted Encumbrancesthereby, or obtain any consents consents, including, without limitation, landlord or similar lien waivers and consents, as may be reasonably necessary or appropriate in connection therewith. It will and will cause its Restricted Subsidiaries to Each Obligor shall deliver or cause to be delivered to the Administrative Collateral Agent from time to time such other documentation, consents, authorizations, approvals and orders in form and substance reasonably satisfactory to the Administrative Collateral Agent as the Administrative Collateral Agent shall reasonably deem necessary to perfect or maintain the Liens on the Collateral pursuant Collateral. If any Lender determines in good faith that it is required by any Governmental Authority or any Requirement of Law to obtain appraisals as to the Security Documentsmarket value of any Real Property constituting Collateral, Borrower shall obtain such appraisals as soon as practicable but in any event not less than 60 days after request therefor, at the sole cost and expense of Borrower and in conformity with the requirements of such Governmental Authority and all Requirements of Law, as from time to time in effect. If an Event of Default shall have occurred and be continuing, upon the reasonable request of the Administrative Agent, Borrower will obtain and deliver to the Administrative Agent appraisal reports in form and substance and from appraisers satisfactory to the Administrative Agent, stating (a) the then current fair market, orderly liquidation and forced liquidation values of all or any portion of the -91- equipment or real estate owned by any Company and (b) the then current business value of each Company. All such appraisals shall be conducted and made at the reasonable expense of Borrower. Upon the exercise by the Administrative any Agent or any Lender the Lenders of any power, right, privilege or remedy pursuant to any Loan Credit Document which requires any consent, approval, registration, qualification or authorization of any Governmental Authority, it will and will cause its Restricted Subsidiaries to each Obligor shall execute and deliver all applications, certifications, instruments and other documents and papers that the Administrative Agent or such Lender may require. If the Administrative Agent Agents or the Required Lenders determine that they are may be so required by law to have appraisals prepared in respect of the Real Property of any Restricted Subsidiary constituting or about to become Collateral, it shall provide to the Administrative Agent appraisals that satisfy the applicable requirements of the Real Estate Appraisal Reform Amendments of FIRREA and are otherwise in form and substance reasonably satisfactory to the Administrative Agentobtain.

Security Interests; Further Assurances. Promptly Promptly, upon the reasonable request of the Administrative Agent or any Lenderthe Collateral Agent, at its the Borrowers’ expense, it will execute, acknowledge and deliver, or cause the execution, acknowledgment and cause its Restricted Subsidiaries to executedelivery of, acknowledge and deliver and thereafter register, file or record, and or cause its Restricted Subsidiaries to registerbe registered, file filed or recordrecorded, in an appropriate governmental office, any document or instrument supplemental to or confirmatory of the Security Documents or otherwise deemed by the Administrative Agent or the Collateral Agent reasonably necessary or desirable for the continued validity, perfection and priority of the Liens on the Collateral covered thereby with subject to no other Liens thereon except for Permitted EncumbrancesLiens or as permitted by the applicable Loan Document, or use reasonable efforts to obtain any consents or waivers as may be necessary or appropriate in connection therewith. It will and will cause its Restricted Subsidiaries to deliver Deliver or cause to be delivered to the Administrative Agent and the Collateral Agent from time to time such other documentation, consents, authorizations, approvals and orders in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent as the Administrative Agent and the Collateral Agent shall reasonably deem necessary to perfect or maintain the Liens on the Collateral pursuant to the Security Documents. Upon the exercise by the Administrative Agent or any Lender the Collateral Agent of any power, right, privilege or remedy pursuant to any Loan Document which requires any consent, approval, registration, qualification or authorization of any Governmental Authority, it will and will cause its Restricted Subsidiaries to Authority execute and deliver all applications, certifications, instruments and other documents and papers that the Administrative Agent or such Lender the Collateral Agent may reasonably require. If the Administrative Agent, the Collateral Agent or the Required Lenders determine that they are required by law a Requirement of Law to have appraisals prepared in respect of the Real Property of any Restricted Subsidiary Loan Party constituting or about to become Collateral, it the Borrowers shall provide to the Administrative Agent appraisals that satisfy the applicable requirements of the Real Estate Appraisal Reform Amendments of FIRREA and are otherwise in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent.

Security Interests; Further Assurances. Promptly Subject to the terms of the Intercreditor Agreement, promptly, upon the reasonable request of the Administrative Agent or any Lender, at its the applicable Borrower’s expense, it will execute, acknowledge and deliver, or cause the execution, acknowledgment and cause its Restricted Subsidiaries to executedelivery of, acknowledge and deliver and thereafter register, file or record, and or cause its Restricted Subsidiaries to registerbe registered, file filed or recordrecorded, in an appropriate governmental office, any document or instrument supplemental to or confirmatory of the Security Documents or otherwise deemed by the Administrative Agent reasonably necessary or desirable for the continued validity, perfection and priority of the Liens on the Collateral covered thereby with subject to no other Liens thereon except for Permitted Encumbrancesas permitted by the applicable Security Document or this Agreement, or use commercially reasonable efforts to obtain any consents or waivers as may be reasonably necessary or appropriate in connection therewith. It will therewith and will cause its Restricted Subsidiaries to deliver or cause to be delivered to the Administrative Agent from time to time such other documentation, consents, authorizations, approvals and orders in form and substance reasonably satisfactory to the Administrative Agent as the Administrative Agent shall reasonably deem necessary to perfect or maintain the Liens on the Collateral pursuant to the Security Documents. Upon the exercise by the Administrative Agent or any Lender of any power, right, privilege or remedy pursuant to any Loan Other Document which requires any consent, approval, registration, qualification or authorization of any Governmental Authority, it will and will cause its Restricted Subsidiaries to Authority execute and deliver all applications, certifications, instruments and other documents and papers that the Administrative Agent or such Lender may require. If the Administrative Agent or the Required Lenders determine that they are required by law a Requirement of Law to have appraisals prepared in respect of the Real Property of any Restricted Subsidiary Loan Party constituting or about to become Collateral, it Borrowers shall provide to the Administrative Agent appraisals that satisfy the applicable requirements of the Real Estate Appraisal Reform Amendments of FIRREA FIRREA, as applicable, and are otherwise in form and substance reasonably satisfactory to the Administrative Agent.

Security Interests; Further Assurances. Promptly Promptly, upon the reasonable request of the Administrative Agent or any Lenderthe Collateral Agent, at its the Borrowers’ expense, it will (i) execute, acknowledge and deliver, or use its commercially reasonable efforts to cause the execution, acknowledgment and cause its Restricted Subsidiaries to executedelivery of, acknowledge and deliver and thereafter register, file or record, and or use its commercially reasonable efforts to cause its Restricted Subsidiaries to registerbe registered, file filed or recordrecorded, in an appropriate governmental office, any document or instrument supplemental to or confirmatory of the Security Documents or otherwise deemed by the Administrative Agent reasonably or the Collateral Agent necessary or desirable in its Reasonable Credit Judgment for the continued validity, perfection and priority of the Liens on the Collateral covered thereby with superior to and prior to the rights of all third Persons other than the holders of Prior Liens and subject to no other Liens thereon except for Permitted Encumbrancesas permitted by the applicable Security Document, or and (ii) use commercially reasonable efforts to obtain any consents and agreements with consignees or bailee or warehouseman agreements, including, without limitation, landlord or similar lien waivers and consents, as may be necessary or appropriate in connection therewith. It will and will cause its Restricted Subsidiaries Use commercially reasonable efforts to deliver or cause to be delivered to the Administrative Agent and the Collateral Agent from time to time such other documentation, consents, authorizations, approvals and orders in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent as the Administrative Agent and the Collateral Agent shall reasonably deem necessary in its Reasonable Credit Judgment to perfect or maintain the Liens on the Collateral pursuant to the Security Documents. Upon the exercise by the Administrative Agent, the Collateral Agent or any Lender the Lenders of any power, right, privilege or remedy pursuant to any Loan Document which requires any consent, approval, registration, qualification or authorization of any Governmental Authority, it will and will cause its Restricted Subsidiaries to execute and deliver all applications, certifications, instruments and other documents and papers that the Administrative Agent or such Lender may require. If Agent, the Administrative Collateral Agent or the Required Lenders determine that they are may be so required by law to have appraisals prepared in respect of the Real Property of any Restricted Subsidiary constituting or about to become Collateral, it shall provide to the Administrative Agent appraisals that satisfy the applicable requirements of the Real Estate Appraisal Reform Amendments of FIRREA and are otherwise in form and substance reasonably satisfactory to the Administrative Agentobtain.

Security Interests; Further Assurances. Promptly Promptly, upon the reasonable request of the Administrative Agent, the Collateral Agent or any Lender, at its the Company’s expense, it will the Company shall execute, acknowledge and deliver, or cause the execution, acknowledgment and cause its Restricted Subsidiaries to executedelivery of, acknowledge and deliver and thereafter register, file or record, and or cause its Restricted Subsidiaries to registerbe registered, file filed or recordrecorded, in an appropriate governmental office, any document or instrument supplemental to or confirmatory of the Security Documents or otherwise deemed by the Administrative Agent or the Collateral Agent reasonably necessary or desirable nec­essary for the continued validity, perfection and priority of the Liens on the Pledged Collateral covered thereby with superior to and prior to the rights of all third Persons other than the holders of Prior Liens and Permitted Liens and subject to no other Liens thereon except for Permitted Encumbrancesas permitted by the applicable Security Document, or obtain any consents consents, including, without limitation, landlord or similar lien waivers and consents, as may be necessary or appropriate in connection therewith. It will and will cause its Restricted Subsidiaries to The Company shall deliver or cause to be delivered to the Administrative Agent and the Collateral Agent from time to time such other documentation, consents, authorizations, approvals and orders in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent as the Administrative Agent and the Collateral Agent shall reasonably deem necessary to perfect or maintain the Liens on the Pledged Collateral pursuant to the Security Documents. Upon the exercise by the Administrative Agent, the Collateral Agent or any Lender the Lenders of any power, right, privilege or remedy pursuant to any Loan Credit Document which requires any consent, approval, registration, qualification or authorization of any Governmental Authority, it will and will cause its Restricted Subsidiaries to Authority execute and deliver all applications, certifications, instruments and other documents and papers that the Administrative Agent or such Lender may require. If Agent, the Administrative Collateral Agent or the Required Lenders determine that they are may be so required by law to have appraisals prepared in respect of the Real Property of any Restricted Subsidiary constituting or about to become Collateral, it shall provide to the Administrative Agent appraisals that satisfy the applicable requirements of the Real Estate Appraisal Reform Amendments of FIRREA and are otherwise in form and substance reasonably satisfactory to the Administrative Agentobtain.

Security Interests; Further Assurances. Promptly Each Company shall, promptly, upon the reasonable request of the Administrative Agent Agents or any Lender, and assuming the request does not violate any Gaming Law or, if necessary, is approved by the Gaming Authority, at its Borrower's expense, it will execute, acknowledge and deliver, or cause the execution, acknowledgment and cause its Restricted Subsidiaries to executedelivery of, acknowledge and deliver and thereafter register, file or record, and or cause its Restricted Subsidiaries to registerbe registered, file filed or recordrecorded, in an appropriate governmental office, any document or instrument supplemental to or confirmatory of the Security Documents or otherwise deemed by the Administrative Agent Agents reasonably necessary or desirable for the continued validity, perfection and priority of the Liens on the Collateral covered thereby with subject to no Liens other Liens thereon except for than Permitted EncumbrancesLiens, or obtain any consents consents, including, without limitation, landlord or similar lien waivers and consents, as may be necessary or appropriate in connection therewith. It will and will cause its Restricted Subsidiaries to Each Company shall deliver or use its best efforts to cause to be delivered to the Administrative Agent Agents from time to time such other documentation, consents, authorizations, approvals and orders in form and substance reasonably satisfactory to the Administrative Agent Lead Arranger as the Administrative Agent Lead Arranger shall reasonably deem necessary to perfect or maintain the Liens on the Collateral pursuant to the Security Documents. Upon the exercise by the Administrative Agent Agents or any Lender the Lenders of any power, right, privilege or remedy pursuant to any Loan Credit Document which requires any consent, approval, registration, qualification or authorization of any Governmental Authority, it will and will cause its Restricted Subsidiaries to each Company shall execute and deliver all applications, certifications, instruments and other documents and papers that the Administrative Agent Agents or such Lender the Lenders may requirebe so required to obtain. If the Administrative Agent Agents or the Required Majority Lenders determine that they are required by law or regulation to have appraisals apprais- als prepared in respect of the Real Property of any Restricted Subsidiary Credit Party constituting or about to become Collateral, it Borrower shall provide to the Administrative Agent Agents appraisals that satisfy the applicable requirements of the Real Estate Appraisal Reform Amendments of FIRREA and are otherwise in form and substance reasonably satisfactory to the Administrative AgentAgents. Borrower will cause to be obtained from the Gaming Authority ultimate plenary qualification under applicable Gaming Law.

Security Interests; Further Assurances. Promptly Subject to the terms of each Acceptable Intercreditor Agreement then extant, the Borrower will, and will cause each other Credit Party to, promptly upon the reasonable request of the Administrative Agent, the Collateral Agent or any Lender, at its the Credit Parties’ expense, it will execute, acknowledge and deliver, or cause the execution, acknowledgment and cause its Restricted Subsidiaries to executedelivery of, acknowledge and deliver and thereafter register, file or record, and or cause its Restricted Subsidiaries to registerbe registered, file filed or recordrecorded, in an appropriate governmental office, any document or instrument supplemental to or confirmatory of the Security Documents or otherwise deemed by the Administrative Agent or the Collateral Agent reasonably necessary or desirable for the continued validity, perfection and priority of the Liens on the Collateral covered thereby with subject to no other Liens thereon except for Permitted EncumbrancesLiens, or obtain any consents or waivers as may be necessary or appropriate in connection therewith. It will therewith and will cause its Restricted Subsidiaries to deliver or cause to be delivered to the Administrative Collateral Agent from time to time such other documentation, consents, authorizations, approvals and orders in form and substance reasonably satisfactory to the Administrative Collateral Agent as the Administrative Collateral Agent shall reasonably deem necessary to perfect or maintain the Liens on the Collateral pursuant to the Security Documents. Upon the exercise by the Administrative Agent, the Collateral Agent or any Lender of any power, right, privilege or remedy pursuant to any Loan Credit Document which requires any consent, approval, registration, qualification or authorization of any Governmental Authority, it will and will cause its Restricted Subsidiaries to execute and deliver all applications, certifications, instruments and other documents and papers that the Administrative Agent, the Collateral Agent or such Lender may require. If the Administrative Agent, the Collateral Agent or the Required Lenders determine that they are required by law a Requirement of Law to have appraisals prepared in respect of the Real Property of any Restricted Subsidiary Credit Party (other than Holdings) constituting or about to become Collateral, it the Borrower shall provide to the Administrative Agent appraisals that satisfy the applicable requirements of (i) the Real Estate Appraisal Reform Amendments of FIRREA (for Real Property located in the United States), (ii) the Appraisal Institute of Canada (for Real Property located in Canada) or (iii) any successor equivalent of (i) and (ii), and are otherwise in form and substance reasonably satisfactory to the Administrative AgentAgent (subject to Required Lenders Negative Consent).

Security Interests; Further Assurances. (a) Promptly upon the reasonable request of the Administrative Agent or any Lenderthe Collateral Agent, at its expensethe sole cost and expense of the Loan Parties, it will (i) execute, acknowledge and deliver, or cause the execution, acknowledgment and cause its Restricted Subsidiaries to executedelivery of, acknowledge and deliver and thereafter register, file or record, and or cause its Restricted Subsidiaries to registerbe registered, file filed or recordrecorded, in an appropriate governmental office, any document or instrument supplemental to or confirmatory of the Security Documents or otherwise deemed by the Administrative Agent or the Collateral Agent reasonably necessary or desirable for the continued validity, enforceability, perfection and priority of the Liens on the Collateral intended to be covered thereby with by the Security Documents, subject to no other Liens thereon except for Permitted EncumbrancesLiens (or, in the case of Collateral Vessels, Permitted Collateral Vessel Liens), or obtain any consents or waivers as may be necessary or appropriate in connection therewith. It will therewith and will cause its Restricted Subsidiaries to deliver (ii) without limiting the generality of the foregoing, execute, if required, and file, or cause to be delivered filed, such financing or continuation statements under the UCC, or amendments thereto, such amendments or supplements to the Administrative Agent from time Collateral Vessel Mortgages (including any amendments required to time such other documentation, consents, authorizations, approvals and orders in form and substance reasonably satisfactory to the Administrative Agent as the Administrative Agent shall reasonably deem necessary to perfect or maintain the Liens on the granted by such Collateral pursuant to the Security Documents. Upon the exercise by the Administrative Agent Vessel Mortgages), and such other instruments or any Lender of any powernotices, rightas may be reasonably necessary, privilege or remedy pursuant to any Loan Document which requires any consent, approval, registration, qualification or authorization of any Governmental Authority, it will and will cause its Restricted Subsidiaries to execute and deliver all applications, certifications, instruments and other documents and papers that the Administrative Agent or the Collateral Agent may reasonably require (subject to any limitations that may be set forth in the Security Documents), to protect and preserve the Liens granted or purported to be granted by the Security Documents. Notwithstanding the foregoing, with respect to Intellectual Property, the Borrower and Subsidiary Guarantors shall only be required to file and record Intellectual Property security agreements with respect to material Intellectual Property in the United States Patent and Trademark Office or in the United States Copyright Office, as applicable (it being understood, without limiting the foregoing, that the Borrower and Subsidiary Guarantors shall not be obligated to record any such Lender may require. If grant of security interest in the Administrative Agent Collateral that is Intellectual Property issued by or the Required Lenders determine that they are required by law to have appraisals prepared in respect pending before any jurisdiction outside of the Real Property of any Restricted Subsidiary constituting or about to become Collateral, it shall provide to the Administrative Agent appraisals that satisfy the applicable requirements of the Real Estate Appraisal Reform Amendments of FIRREA and are otherwise in form and substance reasonably satisfactory to the Administrative AgentUnited States).

Security Interests; Further Assurances. Promptly Promptly, upon the reasonable request of the Administrative Agent or any Lenderthe Collateral Agent, at its Borrower’s expense, it will execute, acknowledge and deliver, or cause the execution, acknowledgment and cause its Restricted Subsidiaries to executedelivery of, acknowledge and deliver and thereafter register, file or record, and or cause its Restricted Subsidiaries to registerbe registered, file filed or recordrecorded, in an appropriate governmental office, any document or instrument supplemental to or confirmatory of the Security Documents or otherwise deemed by the Administrative Agent or the Collateral Agent reasonably necessary or desirable for the continued validity, perfection and priority of the Liens on the Collateral covered thereby with subject to no other Liens thereon except for Permitted EncumbrancesLiens, or obtain any consents or waivers as may be reasonably necessary or appropriate in connection therewiththerewith (as may be obtained using commercially reasonable efforts). It will and will cause its Restricted Subsidiaries to deliver Deliver or cause to be delivered to the Administrative Agent and the Collateral Agent from time to time such other documentation, consents, authorizations, approvals and orders in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent as the Administrative Agent and the Collateral Agent shall reasonably deem necessary to perfect or maintain the Liens on the Collateral pursuant to the Security Documents. Upon the exercise by the Administrative Agent, the Collateral Agent or any Lender of any power, right, privilege or remedy pursuant to any Loan Document which requires any consent, approval, registration, qualification or authorization of any Governmental Authority, it will and will cause its Restricted Subsidiaries to Authority execute and deliver all applications, certifications, instruments and other documents and papers that the Administrative Agent, the Collateral Agent or such Lender may reasonably require. If the Administrative Agent, the Collateral Agent or the Required Lenders determine that they are required by law a Requirement of Law to have appraisals prepared in respect of the Real Property of any Restricted Subsidiary Loan Party constituting or about to become Collateral, it Borrower shall provide to the Administrative Agent appraisals that satisfy the applicable requirements of the Real Estate Appraisal Reform Amendments of FIRREA and are otherwise in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent.

Security Interests; Further Assurances. Promptly Subject to the terms of the Intercreditor Agreement and to Section 5.11(k), promptly, upon the reasonable request of the Administrative Agent or any Lenderthe Collateral Agent, at its Borrowers’ expense, it will execute, acknowledge and deliver, or cause the execution, acknowledgment and cause its Restricted Subsidiaries to executedelivery of, acknowledge and deliver and thereafter register, file or record, and or cause its Restricted Subsidiaries to registerbe registered, file filed or recordrecorded, in an appropriate governmental office, any document or instrument supplemental to or confirmatory of the Security Documents or otherwise deemed by the Administrative Agent or the Collateral Agent reasonably necessary or desirable for the continued validity, perfection and priority of the Liens on the Collateral covered thereby with subject to no other Liens thereon except for Permitted EncumbrancesLiens, or use commercially reasonable efforts to obtain any consents or waivers as may be necessary or appropriate reasonably required in connection therewith. It will and will cause its Restricted Subsidiaries Subject to the terms of Section 5.11(k), deliver or cause to be delivered (using commercially reasonable efforts with respect to delivery of items from Persons who are not in the control of any Loan Party) to the Administrative Agent and the Collateral Agent from time to time such other documentation, consents, authorizations, approvals and orders in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent as the Administrative Agent and the Collateral Agent shall reasonably deem necessary to perfect or maintain the Liens on the Collateral pursuant to the Security Documents. Upon the exercise by the Administrative Agent, the Collateral Agent or any Lender of any power, right, privilege or remedy pursuant to any Loan Document which that requires any consent, approval, registration, qualification or authorization of any Governmental Authority, it will and will cause its Restricted Subsidiaries to execute and deliver all applications, certifications, instruments and other documents and papers that the Administrative Agent, the Collateral Agent or such Lender may requirereasonably require in connection therewith. If the Administrative Agent, the Collateral Agent or the Required Lenders determine that they are required by law a requirement of Applicable Law to have appraisals prepared in respect of the Real Property of any Restricted Subsidiary Loan Party constituting Collateral (it being understood that Real Property located in the United States shall not constitute, or about be required to become become, Collateral), it Borrowers shall provide to the Administrative Agent appraisals that satisfy the applicable requirements of the Real Estate Appraisal Reform Amendments of FIRREA (or other applicable requirements) and are otherwise in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent.

Security Interests; Further Assurances. Promptly Promptly, upon the reasonable request of the Administrative Agent, the Collateral Agent or any Lender, at its the Borrower’s expense, it will execute, acknowledge and deliver, or cause the execution, acknowledgment and cause its Restricted Subsidiaries to executedelivery of, acknowledge and deliver and thereafter register, file or record, and or cause its Restricted Subsidiaries to registerbe registered, file filed or recordrecorded, in an appropriate governmental office, any document or instrument supplemental to or confirmatory of the Security Documents or otherwise deemed by the Administrative Agent or the Collateral Agent reasonably necessary or desirable for the continued validity, perfection and priority of the Liens on the Collateral covered thereby with subject to no other Liens thereon except for Permitted Encumbrancesas permitted by the applicable Security Document, or obtain any consents or waivers as may be necessary or appropriate in connection therewith. It will and will cause its Restricted Subsidiaries to deliver Deliver or cause to be delivered to the Administrative Agent and the Collateral Agent from time to time such other documentation, consents, authorizations, approvals and orders in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent as the Administrative Agent and the Collateral Agent shall reasonably deem necessary to perfect or maintain the Liens on the Collateral pursuant to the Security Documents. Upon the exercise by -100- the Administrative Agent, the Collateral Agent or any Lender of any power, right, privilege or remedy pursuant to any Loan Document which requires any consent, approval, registration, qualification or authorization of any Governmental Authority, it will and will cause its Restricted Subsidiaries to Authority execute and deliver all applications, certifications, instruments and other documents and papers that the Administrative Agent, the Collateral Agent or such Lender may reasonably require. If the Administrative Agent, the Collateral Agent or the Required Lenders determine that they are required by law a Requirement of Law to have appraisals prepared in respect of the Real Property of any Restricted Subsidiary Loan Party constituting or about to become Collateral, it Borrower shall provide to the Administrative Agent appraisals that satisfy the applicable requirements of the Real Estate Appraisal Reform Amendments of FIRREA and are otherwise in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent.

Security Interests; Further Assurances. Promptly Promptly, upon the reasonable request of the any Administrative Agent or any LenderCollateral Agent, at its Borrowers’ expense, it will execute, acknowledge and deliver, or cause the execution, acknowledgment and cause its Restricted Subsidiaries to executedelivery of, acknowledge and deliver and thereafter register, file or record, and or cause its Restricted Subsidiaries to registerbe registered, file filed or recordrecorded, in an appropriate governmental office, any document or instrument supplemental to or confirmatory of the Security Documents or otherwise deemed by the any Administrative Agent or Collateral Agent reasonably necessary or desirable for the continued validity, perfection and priority of the Liens on the Collateral covered thereby with subject to no other Liens thereon except for Permitted Encumbrancesas permitted by the applicable Security Document, or obtain any consents or waivers as may be necessary or appropriate in connection therewith. It will and will cause its Restricted Subsidiaries to deliver Deliver or cause to be delivered to the Administrative Agent Agents and the Collateral Agents from time to time such other documentation, consents, authorizations, approvals and orders in form and substance reasonably satisfactory to the Administrative Agents and the Collateral Agents as any Administrative Agent as the Administrative or Collateral Agent shall reasonably deem necessary to perfect or maintain the Liens on the Collateral pursuant to the Security Documents. Upon the exercise by the any Administrative Agent, any Collateral Agent or any Lender of any power, right, privilege or remedy pursuant to any Loan Document which requires any consent, approval, registration, qualification or authorization of any Governmental Authority, it will and will cause its Restricted Subsidiaries to Authority execute and deliver all applications, certifications, instruments and other documents and papers that the such Administrative Agent, such Collateral Agent or such Lender may require. If the any Administrative Agent, any Collateral Agent or the Required Lenders determine that they are required by law a Requirement of Law to have appraisals prepared in respect of the Real Property of any Restricted Subsidiary Loan Party constituting or about to become Collateral, it Borrowers shall provide to the Administrative Agent appraisals that satisfy the applicable requirements of the Real Estate Appraisal Reform Amendments of FIRREA and are otherwise in form and substance reasonably satisfactory to the such Administrative Agent and such Collateral Agent.

Security Interests; Further Assurances. Promptly Promptly, upon the reasonable request of the Administrative Agent, the Collateral Agent or any Lender, at its Borrower’s expense, it will execute, acknowledge and deliver, or cause the execution, acknowledgment and cause its Restricted Subsidiaries to executedelivery of, acknowledge and deliver and thereafter register, file or record, and or cause its Restricted Subsidiaries to registerbe registered, file filed or recordrecorded, in an appropriate governmental office, any document or instrument supplemental to or confirmatory of the Security Documents or otherwise deemed by the Administrative Agent or the Collateral Agent reasonably necessary or desirable for the continued validity, perfection and priority of the Liens on the Collateral covered thereby with subject to no other Liens thereon except for Permitted Encumbrancesas permitted by the applicable Security Document, or obtain any consents or waivers as may be necessary or appropriate in connection therewith. It will and will cause its Restricted Subsidiaries to deliver Deliver or cause to be delivered to the Administrative Agent and the Collateral Agent from time to time such other documentation, consents, authorizations, approvals and orders in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent as the Administrative Agent and the Collateral Agent shall reasonably deem necessary to perfect or maintain the Liens on the Collateral pursuant to the Security Documents. Upon the exercise by the Administrative Agent, the Collateral Agent or any Lender of any power, right, privilege or remedy pursuant to any Loan Document which requires any consent, approval, registration, qualification or authorization of any Governmental Authority, it will and will cause its Restricted Subsidiaries to Authority execute and deliver all applications, certifications, instruments and other documents and papers that the Administrative Agent, the Collateral Agent or such Lender may require. If the Administrative Agent, the Collateral Agent or the Required Lenders determine that they are required by law a Requirement of Law to have appraisals prepared in respect of the Real Property of any Restricted Subsidiary Loan Party constituting or about to become Collateral, it Borrower shall provide to the Administrative Agent appraisals that satisfy the applicable requirements of the Real Estate Appraisal Reform Amendments of FIRREA and are otherwise in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent.

Security Interests; Further Assurances. Promptly Subject to the terms of the Intercreditor Agreement, promptly, upon the reasonable request of the Administrative Agent, the Collateral Agent or any Lenderthe Required Lenders acting through the Administrative Agent, at its Borrower’s expense, it will execute, acknowledge and deliver, or cause the execution, acknowledgment and cause its Restricted Subsidiaries to executedelivery of, acknowledge and deliver and thereafter register, file or record, and or cause its Restricted Subsidiaries to registerbe registered, file filed or recordrecorded, in an appropriate governmental office, any document or instrument supplemental to or confirmatory of the Security Documents or otherwise deemed by the Administrative Agent or the Collateral Agent reasonably necessary or desirable for the continued validity, perfection (to the extent required by the applicable Security Document) and priority of the Liens on the Collateral covered thereby with thereby, subject to no other Liens thereon except for Permitted Encumbrancesas permitted by the applicable Security Document, or use commercially reasonable efforts to obtain any consents or waivers as may be necessary or appropriate in connection therewith. It will and will cause its Restricted Subsidiaries Upon the request of the Administrative Agent, the Collateral Agent or the Required Lenders acting through the Administrative Agent, use commercially reasonable efforts to deliver or cause to be delivered to the Administrative Agent and the Collateral Agent from time to time such other documentation, consents, authorizations, approvals and orders in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent as the Administrative Agent and the Collateral Agent shall reasonably deem necessary to perfect (to the extent required by the applicable Security Document) or maintain the Liens on the Collateral pursuant to the Security Documents. Upon the exercise by the Administrative Agent, the Collateral Agent or any Lender of any power, right, privilege or remedy pursuant to any Loan Document which requires any consent, approval, registration, qualification or authorization of any Governmental Authority, it will and will cause its Restricted Subsidiaries to Authority execute and deliver all applications, certifications, instruments and other documents and papers that the Administrative Agent, the Collateral Agent or such Lender may require. If the Administrative Agent, the Collateral Agent or the Required Lenders determine that they are required by law a Requirement of Law to have appraisals prepared in respect of the Real Property of any Restricted Subsidiary Loan Party constituting or about to become Collateral, it Borrower shall provide to the Administrative Agent appraisals that satisfy the applicable requirements of the Real Estate Appraisal Reform Amendments of FIRREA and are otherwise in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent.

Security Interests; Further Assurances. Promptly Each Company shall, -------------------------------------- promptly, upon the reasonable request of the Administrative Agent or any Lender, at its Borrower's expense, it will execute, acknowledge and deliver, or cause the execution, acknowledgment and cause its Restricted Subsidiaries to executedelivery of, acknowledge and deliver and thereafter register, file or record, and or cause its Restricted Subsidiaries to registerbe registered, file filed or recordrecorded, in an appropriate governmental office, any document or instrument supplemental to or confirmatory of the Security Documents or otherwise deemed by the Administrative Agent reasonably necessary or desirable for the continued validity, perfection and priority of the Liens on the Collateral covered thereby with no other Liens thereon except for Permitted Encumbrancesthereby, or obtain any consents or waivers as may be necessary or appropriate in connection therewith. It will and will cause its Restricted Subsidiaries to Each Company shall deliver or cause to be delivered to the Administrative Agent from time to time such other documentation, consents, authorizations, approvals and orders in form and substance reasonably satisfactory to the Administrative Agent as the Administrative Agent shall reasonably deem necessary to perfect or maintain the Liens on the Collateral pursuant Collateral. If any Lender determines in good faith that it is required by any Governmental Authority or any Requirement of Law to obtain appraisals as to the Security Documentsmarket value of any Real Property constituting Collateral, Borrower shall obtain such appraisals as soon as practicable but in any event not less than 45 days after request therefor, at the sole cost and expense of Borrower and in conformity with the requirements of such Governmental Authority and all Requirements of Law, as from time to time in effect. Upon the exercise by the Administrative Agent or any Lender the Lenders of any power, right, privilege or remedy pursuant to any Loan Credit Document which requires any consent, approval, registration, qualification or authorization of any Governmental Authority, it will and will cause its Restricted Subsidiaries to each Company shall execute and deliver all applications, certifications, instruments and other documents and papers that the Administrative Agent or such Lender may require. If the Administrative Agent or the Required Lenders determine that they are may be so required by law to have appraisals prepared in respect of the Real Property of any Restricted Subsidiary constituting or about to become Collateral, it shall provide to the Administrative Agent appraisals that satisfy the applicable requirements of the Real Estate Appraisal Reform Amendments of FIRREA and are otherwise in form and substance reasonably satisfactory to the Administrative Agentobtain.

Security Interests; Further Assurances. Promptly Subject to the terms of the Intercreditor Agreement, promptly, upon the reasonable request of the Administrative Agent, the Collateral Agent or any Lenderthe Required Lenders acting through the Administrative Agent, at its Borrower’s expense, it will execute, acknowledge and deliver, or cause the execution, acknowledgment and cause its Restricted Subsidiaries to executedelivery of, acknowledge and deliver and thereafter register, file or record, and or cause its Restricted Subsidiaries to registerbe registered, file filed or recordrecorded, in an appropriate governmental office, any document or instrument supplemental to or confirmatory of the Security Documents or otherwise deemed by the Administrative Agent or the Collateral Agent reasonably necessary or desirable for the continued validity, perfection (to the extent required by the applicable Security Document) and priority of the Liens on the Collateral covered thereby with thereby, subject to no other Liens thereon except for Permitted Encumbrancesas permitted by the applicable Security Document, or use commercially reasonable efforts to obtain any consents or waivers as may be necessary or appropriate in connection therewith. It will and will cause its Restricted Subsidiaries Upon the request of the Administrative Agent, the Collateral Agent or the Required Lenders acting through the Administrative Agent, use com- mercially reasonable efforts to deliver or cause to be delivered to the Administrative Agent and the Collateral Agent from time to time such other documentation, consents, authorizations, approvals and orders in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent as the Administrative Agent and the Collateral Agent shall reasonably deem necessary to perfect (to the extent required by the applicable Security Document) or maintain the Liens on the Collateral pursuant to the Security Documents. Upon the exercise by the Administrative Agent, the Collateral Agent or any Lender of any power, right, privilege or remedy pursuant to any Loan Document which requires any consent, approval, registration, qualification or authorization of any Governmental Authority, it will and will cause its Restricted Subsidiaries to Authority execute and deliver all applications, certifications, instruments and other documents and papers that the Administrative Agent, the Collateral Agent or such Lender may require. If the Administrative Agent, the Collateral Agent or the Required Lenders determine that they are required by law a Requirement of Law to have appraisals prepared in respect of the Real Property of any Restricted Subsidiary Loan Party constituting or about to become Collateral, it Borrower shall provide to the Administrative Agent appraisals that satisfy the applicable requirements of the Real Estate Appraisal Reform Amendments of FIRREA and are otherwise in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent. Prior to the Discharge of First Lien Obligations, (i) the requirements of this Section 5.12 to deliver to the Collateral Agent any Collateral the security interest in which may be perfected only by possession or control by a single person shall be deemed satisfied by the delivery of possession or control of such Collateral to the First Lien Collateral Agent (as provided in the Intercreditor Agreement) and (ii) Holdings and Borrower shall, and shall cause each Subsidiary to, comply with the requirements of this Section 5.12 with respect to the Obligations hereunder only to the same extent that Holdings, Borrower and such Subsidiaries are required to comply with provisions analogous to this Section 5.12 with respect to the First Lien Obligations in the First Lien Credit Agreement. In the event that Borrower receives any conflicting instructions or requests from the First Lien Collateral Agent and the Second Lien Collateral Agent, the Borrower shall until Discharge of First Lien Obligations comply with the instructions and requests made by the First Lien Collateral Agent.

Security Interests; Further Assurances. Promptly Promptly, upon the reasonable request of the Administrative Agent, Collateral Agent or any Lender, at its Borrower’s expense, it will execute, acknowledge and deliver, or cause the execution, acknowledgment and cause its Restricted Subsidiaries to executedelivery of, acknowledge and deliver and thereafter register, file or record, and or cause its Restricted Subsidiaries to registerbe registered, file filed or recordrecorded, in an appropriate governmental office, any document or instrument supplemental to or confirmatory of the Security Documents or otherwise deemed by the Administrative Agent or Collateral Agent reasonably necessary or desirable for the continued validity, perfection and priority of the Liens on the Collateral covered thereby with subject to no other Liens thereon except for Permitted Encumbrances, or obtain any consents or waivers as may be necessary or appropriate in connection therewithpermitted by the applicable Security Document. It will and will cause its Restricted Subsidiaries to deliver Deliver or cause to be delivered to the Administrative Agent and Collateral Agent from time to time such other documentation, consents, authorizations, approvals and orders in form and substance reasonably satisfactory to the Administrative Agent and Collateral Agent as the Administrative Agent and Collateral Agent shall reasonably deem necessary to perfect or maintain the Liens on the Collateral pursuant to the Security Documents. Upon the exercise by the Administrative Agent, Collateral Agent or any Lender of any power, right, privilege or remedy pursuant to any Loan Document which requires any consent, approval, registration, qualification or authorization of any Governmental Authority, it will and will cause its Restricted Subsidiaries to Authority execute and deliver all applications, certifications, instruments and other documents and papers that the Administrative Agent, Collateral Agent or such Lender may require. If the Administrative Agent, Collateral Agent or the Required Lenders determine that they are required by law a Requirement of Law to have appraisals prepared in respect of the Real Property of any Restricted Subsidiary Loan Party constituting or about to become Collateral, it Borrower shall provide to the Administrative Agent appraisals that satisfy the applicable requirements of the Real Estate Appraisal Reform Amendments of FIRREA and are otherwise in form and substance reasonably satisfactory to the Administrative Agent and Collateral Agent.

Security Interests; Further Assurances. Promptly Subject to the terms of the Intercreditor Agreement, following the Springing Security Effective Date, promptly, upon the reasonable request of the Administrative Agent or any Lenderthe Collateral Agent, at its the Borrower’s expense, it will (x) execute, acknowledge and deliver, or cause the execution, acknowledgment and cause its Restricted Subsidiaries to execute, acknowledge and deliver and thereafter register, file or record, and cause its Restricted Subsidiaries to register, file or record, in an appropriate governmental office, delivery of any document or instrument supplemental to or confirmatory of the Security Documents or otherwise deemed by the Administrative Agent or the Collateral Agent reasonably necessary or desirable for the continued validity, perfection and priority validity of the Liens on the Collateral covered thereby with subject to no other Liens thereon except Permitted Liens and (y) authorize the Collateral Agent or its counsel to file any UCC or PPSA financing statement in the United States or Canada deemed by the Administrative Agent or the Collateral Agent reasonably necessary for Permitted Encumbrancesthe continued perfection of the Liens on the Collateral covered thereby; provided, that, notwithstanding anything to the contrary in this Agreement or obtain any consents other Loan Document, the only Security Documents and filings required for the purposes of perfecting a pledge or waivers security interest shall be those filings made under the UCC or PPSA in the United States and Canada, as may applicable, and no other perfection steps shall be necessary made or appropriate required to be made in connection therewithrespect of the Collateral. It will and will cause its Restricted Subsidiaries Subject to the proviso in the immediately preceding sentence, following the Springing Security Effective Date, deliver or cause to be delivered (using commercially reasonable efforts with respect to delivery of items from Persons who are not in the control of any Loan Party) to the Administrative Agent and the Collateral Agent from time to time such other documentation, consents, authorizations, approvals and orders in form and substance reasonably satisfactory to the Administrative such Agent as the Administrative such Agent shall reasonably deem necessary to perfect or maintain the Liens on the Collateral pursuant to the Security Documents. Upon the exercise by the Administrative Agent, the Collateral Agent (following the Springing Security Effective Date), or any Lender of any power, right, privilege or remedy pursuant to any Loan Document which that requires any consent, approval, registration, qualification or authorization of any Governmental Authority, it will and will cause its Restricted Subsidiaries to execute executedexecute and deliver all applications, certifications, instruments and other documents and papers that the Administrative Agent, the Collateral Agent or such Lender may require. If the Administrative Agent or the Required Lenders determine that they are required by law to have appraisals prepared reasonably require in respect of the Real Property of any Restricted Subsidiary constituting or about to become Collateral, it shall provide to the Administrative Agent appraisals that satisfy the applicable requirements of the Real Estate Appraisal Reform Amendments of FIRREA and are otherwise in form and substance reasonably satisfactory to the Administrative Agentconnection therewith.

Security Interests; Further Assurances. Promptly Promptly, upon the reasonable request of the Administrative Agent, the Collateral Agent or any Lender, at its Borrower’s expense, it will execute, acknowledge and deliver, or cause the execution, acknowledgment and cause its Restricted Subsidiaries to executedelivery of, acknowledge and deliver and thereafter register, file or record, and or cause its Restricted Subsidiaries to registerbe registered, file filed or recordrecorded, in an appropriate governmental office, any document or instrument supplemental to or confirmatory of the Security Documents or otherwise deemed by the Administrative Agent or the Collateral Agent reasonably necessary or desirable for the continued validity, perfection and priority of the Liens on the Collateral covered thereby with superior to and prior to the rights of all third Persons other than the holders of Prior Liens and subject to no other Liens thereon except for Permitted Encumbrancesas permitted by the applicable Security Document, or obtain any consents consents, including, without limitation, landlord or similar lien waivers and consents, as may be necessary or appropriate in connection therewith. It will and will cause its Restricted Subsidiaries to deliver Deliver or cause to be delivered to the Administrative Agent and the Collateral Agent from time to time such other documentation, consents, authorizations, approvals and orders in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent as the Administrative Agent and the Collateral Agent shall reasonably deem necessary to perfect or maintain the Liens on the Collateral pursuant to the Security Documents. Upon the exercise by the Administrative Agent, the Collateral Agent or any Lender the Lenders of any power, right, privilege or remedy pursuant to any Loan Document which requires any consent, approval, registration, qualification or authorization of any Governmental Authority, it will and will cause its Restricted Subsidiaries to Authority execute and deliver all applications, certifications, instruments and other documents and papers that the Administrative Agent, the Collateral Agent or such Lender the Lenders may requirebe so required to obtain. If the Administrative Agent, the Collateral Agent or the Required Lenders determine that they are required by law or regulation to have appraisals prepared in respect of the Real Property of any Restricted Subsidiary 101 Loan Party constituting or about to become Collateral, it Borrower shall provide to the Administrative Agent and Collateral Agent appraisals that satisfy the applicable requirements of the Real Estate Appraisal Reform Amendments of FIRREA and are otherwise in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent.

Security Interests; Further Assurances. (a) Promptly upon the reasonable request of the Administrative Agent or any Lenderthe Collateral Agent, at its expensethe sole cost and expense of the Loan Parties, it will (i) execute, acknowledge and deliver, or cause the execution, acknowledgment and cause its Restricted Subsidiaries to executedelivery of, acknowledge and deliver and thereafter register, file or record, and or cause its Restricted Subsidiaries to registerbe registered, file filed or recordrecorded, in an appropriate governmental office, any document or instrument supplemental to or confirmatory of the Security Documents or otherwise deemed by the Administrative Agent or the Collateral Agent reasonably necessary or desirable for the continued validity, enforceability, perfection and priority of the Liens on the Collateral intended to be covered thereby with by the Security Documents, subject to no other Liens thereon except for Permitted EncumbrancesLiens (or, in the case of Collateral Vessels, Permitted Collateral Vessel Liens), or obtain any consents or waivers as may be necessary or appropriate in connection therewith. It will therewith and will cause its Restricted Subsidiaries to deliver (ii) without limiting the generality of the foregoing, execute, if required, and file, or cause to be delivered filed, such financing or continuation statements under the UCC, or amendments thereto, such amendments or supplements to the Administrative Agent from time Collateral Vessel Mortgages (including any amendments required to time such other documentation, consents, authorizations, approvals and orders in form and substance reasonably satisfactory to the Administrative Agent as the Administrative Agent shall reasonably deem necessary to perfect or maintain the Liens on the granted by such Collateral pursuant to the Security Documents. Upon the exercise by the Administrative Agent Vessel Mortgages), and such other instruments or any Lender of any powernotices, rightas may be reasonably necessary, privilege or remedy pursuant to any Loan Document which requires any consent, approval, registration, qualification or authorization of any Governmental Authority, it will and will cause its Restricted Subsidiaries to execute and deliver all applications, certifications, instruments and other documents and papers that the Administrative Agent or such Lender the Collateral Agent may requirereasonably require (subject to any limitations that may be set forth in the Security Documents), to protect and preserve the Liens granted or purported to be granted by the Security Documents. If Notwithstanding the Administrative Agent foregoing, with respect to Intellectual Property, the Borrowers and Subsidiary Guarantors shall only be required to file and record short-form Intellectual Property security agreements with respect to any material registered United States trademarks and United States patents, United States trademark and patent applications and United States registered copyrights included in the Intellectual Property Collateral in the United States Patent and Trademark Office or in the Required Lenders determine United States Copyright Office, as applicable (it being understood, without limiting the foregoing, that they are required by law the Borrowers and Subsidiary Guarantors shall not be obligated to have appraisals prepared take any actions to perfect any Liens in respect the Collateral that is Intellectual Property arising, protected or otherwise existing under the laws of any jurisdiction outside of the Real Property of any Restricted Subsidiary constituting or about to become Collateral, it shall provide to the Administrative Agent appraisals that satisfy the applicable requirements of the Real Estate Appraisal Reform Amendments of FIRREA and are otherwise in form and substance reasonably satisfactory to the Administrative AgentUnited States).

Security Interests; Further Assurances. (a) Promptly upon the reasonable request of the Administrative Agent or any Lenderthe Collateral Agent, at its expensethe sole cost and expense of the Loan Parties, it will (i) execute, acknowledge and deliver, or cause the execution, acknowledgment and cause its Restricted Subsidiaries to executedelivery of, acknowledge and deliver and thereafter register, file or record, and or cause its Restricted Subsidiaries to registerbe registered, file filed or recordrecorded, in an appropriate governmental office, any document or instrument supplemental to or confirmatory of the Security Documents or otherwise deemed by the Administrative Agent or the Collateral Agent reasonably necessary or desirable for the continued validity, enforceability, perfection and priority of the Liens on the Collateral intended to be covered thereby with by the Security Documents, subject to no other Liens thereon except for Permitted EncumbrancesLiens (or, in the case of Collateral Vessels, Permitted Collateral Vessel Liens), or obtain any consents or waivers as may be necessary or appropriate in connection therewith. It will therewith and will cause its Restricted Subsidiaries to deliver (ii) without limiting the generality of the foregoing, execute, if required, and file, or cause to be delivered filed, such financing or continuation statements under the UCC, or amendments thereto, such amendments or supplements to the Administrative Agent from time Collateral Vessel Mortgages (including any amendments required to time such other documentation, consents, authorizations, approvals and orders in form and substance reasonably satisfactory to the Administrative Agent as the Administrative Agent shall reasonably deem necessary to perfect or maintain the Liens on the granted by such Collateral pursuant to the Security Documents. Upon the exercise by the Administrative Agent Vessel Mortgages), and such other instruments or any Lender of any powernotices, rightas may be reasonably necessary, privilege or remedy pursuant to any Loan Document which requires any consent, approval, registration, qualification or authorization of any Governmental Authority, it will and will cause its Restricted Subsidiaries to execute and deliver all applications, certifications, instruments and other documents and papers that the Administrative Agent or the Collateral Agent may reasonably require (subject to any limitations that may be set forth in the Security Documents), to protect and preserve the Liens granted or purported to be granted by the Security Documents. Notwithstanding the foregoing, with respect to Intellectual Property, the Borrowers and Subsidiary Guarantors shall only be required to file and record Intellectual Property security agreements with respect to material Intellectual Property in the United States Patent and Trademark Office or in the United States Copyright Office, as applicable (it being understood, without limiting the foregoing, that the Borrowers and Subsidiary Guarantors shall not be obligated to record any such Lender may require. If grant of security interest in the Administrative Agent Collateral that is Intellectual Property issued by or the Required Lenders determine that they are required by law to have appraisals prepared in respect pending before any jurisdiction outside of the Real Property of any Restricted Subsidiary constituting or about to become Collateral, it shall provide to the Administrative Agent appraisals that satisfy the applicable requirements of the Real Estate Appraisal Reform Amendments of FIRREA and are otherwise in form and substance reasonably satisfactory to the Administrative Agent.United States). 126

Security Interests; Further Assurances. Promptly Subject to the terms of the Intercreditor Agreements, promptly, upon the reasonable request of the any Administrative Agent, Collateral Agent or any Lender, at its the applicable Borrower’s expense, it will execute, acknowledge and deliver, or cause the execution, acknowledgment and cause its Restricted Subsidiaries to executedelivery of, acknowledge and deliver and thereafter register, file or record, and or cause its Restricted Subsidiaries to registerbe registered, file filed or recordrecorded, in an appropriate governmental office, any document or instrument supplemental to or confirmatory of the Security Documents or otherwise deemed by the such Administrative Agent or such Collateral Agent reasonably necessary or desirable for the continued validity, perfection and priority of the Liens on the Collateral covered thereby with subject to no other Liens thereon except for Permitted Encumbrancesas permitted by the applicable Security Document or this Agreement, or obtain any consents or waivers as may be reasonably necessary or appropriate in connection therewith. It will and will cause its Restricted Subsidiaries to deliver Deliver or cause to be delivered to the applicable Administrative Agent and the applicable Collateral Agents from time to time such other documentation, consents, authorizations, approvals and orders in form and substance reasonably satisfactory to the such Administrative Agent and such Collateral Agents as the such Administrative Agent and such Collateral Agents shall reasonably deem necessary to perfect or maintain the Liens on the Collateral pursuant to the Security Documents. Upon the exercise by the any Administrative Agent, Collateral Agent or any Lender of any power, right, privilege or remedy pursuant to any Loan Document which requires any consent, approval, registration, qualification or authorization of any Governmental Authority, it will and will cause its Restricted Subsidiaries to Authority execute and deliver all applications, certifications, instruments and other documents and papers that the such Administrative Agent, Collateral Agent or such Lender may require. If the any Administrative Agent, any Collateral Agent or the Required Lenders determine that they are required by law a Requirement of Law to have appraisals prepared in respect of the Real Property of any Restricted Subsidiary Loan Party constituting or about to become Collateral, it the Borrowers shall provide to the applicable Administrative Agent appraisals that satisfy the applicable requirements of the Real Estate Appraisal Reform Amendments of FIRREA FIRREA, as applicable, and are otherwise in form and substance reasonably satisfactory to such Administrative Agent and the Administrative applicable Collateral Agent.

Security Interests; Further Assurances. Promptly Promptly, upon the reasonable sonable request of the Administrative Agent, Collateral Agent or any Lender, at its Borrower’s expense, it will execute, acknowledge and deliver, or cause the execution, acknowledgment and cause its Restricted Subsidiaries to executedelivery of, acknowledge and deliver and thereafter register, file or record, and or cause its Restricted Subsidiaries to registerbe registered, file filed or recordrecorded, in an appropriate governmental office, any document or instrument supplemental to or confirmatory of the Security Documents or otherwise deemed by the Administrative Agent or Collateral Agent reasonably necessary or desirable for the continued validity, perfection and priority of the Liens on the Collateral covered thereby with subject to no other Liens thereon except for Permitted Encumbrancesas permitted by the applicable Security Document, or obtain any consents or waivers as may be necessary or appropriate in connection therewith. It will and will cause its Restricted Subsidiaries to deliver Deliver or cause to be delivered to the Administrative Agent and Collateral Agent from time to time such other documentation, consents, authorizations, approvals and orders in form and substance reasonably satisfactory to the Administrative Agent and Collateral Agent as the Administrative Agent and Collateral Agent shall reasonably deem necessary to perfect or maintain the Liens on the Collateral pursuant to the Security Documents. Upon the exercise by the Administrative Agent, Collateral Agent or any Lender of any power, right, privilege or remedy pursuant to any Loan Document which requires any consent, approval, registration, qualification or authorization of any Governmental Authority, it will and will cause its Restricted Subsidiaries to execute and deliver all applications, certifications, instruments and other documents and papers that the Administrative Agent, Collateral Agent or such Lender may reasonably require. If the Administrative Agent, Collateral Agent or the Required Lenders determine that they are required by law a Requirement of Law to have appraisals prepared in respect of the Real Property of any Restricted Subsidiary Loan Party constituting or about to become Collateral, it Borrower shall provide to the Administrative Agent appraisals that satisfy the applicable requirements of the Real Estate Appraisal Reform Amendments of FIRREA and are otherwise in form and substance reasonably satisfactory to the Administrative Agent and Collateral Agent.

Security Interests; Further Assurances. Promptly Subject to the terms of the Intercreditor Agreement and Section 5.11(i), promptly, upon the reasonable request of the Administrative Agent or any Lenderthe Collateral Agent, at its the Co-Borrowers’ expense, it will execute, acknowledge and deliver, or cause the execution, acknowledgment and cause its Restricted Subsidiaries to executedelivery of, acknowledge and deliver and thereafter register, file or record, and or cause its Restricted Subsidiaries to registerbe registered, file filed or recordrecorded, in an appropriate governmental office, any document or instrument supplemental to or confirmatory of the Security Documents or otherwise deemed by the Administrative Agent or the Collateral Agent reasonably necessary or desirable for the continued validity, perfection and priority of the Liens on the Collateral covered thereby with subject to no other Liens thereon except for Permitted EncumbrancesLiens, or use commercially reasonable efforts to obtain any consents or waivers as may be necessary or appropriate reasonably required in connection therewith. It will and will cause its Restricted Subsidiaries Subject to the terms of Section 5.11(i), deliver or cause to be delivered (using commercially reasonable efforts with respect to delivery of items from Persons who are not in the control of any Loan Party) to the Administrative Agent and the Collateral Agent from time to time such other documentation, consents, authorizations, approvals and orders in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent as the Administrative Agent and the Collateral Agent shall reasonably deem necessary to perfect or maintain the Liens on the Collateral pursuant to the Security Documents. Upon the exercise by the Administrative Agent, the Collateral Agent or any Lender of any power, right, privilege or remedy pursuant to any Loan Document which that requires any consent, approval, registration, qualification or authorization of any Governmental Authority, it will and will cause its Restricted Subsidiaries to execute and deliver all applications, certifications, instruments and other documents and papers that the Administrative Agent, the Collateral Agent or such Lender may requirereasonably require in connection therewith. If the Administrative Agent, the Collateral Agent or the Required Lenders determine that they are required by law a Requirement of Law to have appraisals prepared in respect of the Real Property of any Restricted Subsidiary Loan Party constituting or about to become Collateral, it the Designated Company shall provide to the Administrative Agent appraisals that satisfy the applicable requirements of the Real Estate Appraisal Reform Amendments of FIRREA (or other applicable requirements) and are otherwise in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent.. 1234400.03-CHISR02A - MSW

Security Interests; Further Assurances. Promptly Subject to the terms of the Intercreditor Agreement and to Section 5.11(k), promptly, upon the reasonable request of the Administrative Agent or any Lenderthe Collateral Agent, at its Borrowers’ expense, it will execute, acknowledge and deliver, or cause the execution, acknowledgment and cause its Restricted Subsidiaries to executedelivery of, acknowledge and deliver and thereafter register, file or record, and or cause its Restricted Subsidiaries to registerbe registered, file filed or recordrecorded, in an appropriate governmental office, any document or instrument supplemental to or confirmatory of the Security Documents or otherwise deemed by the Administrative Agent or the Collateral Agent reasonably necessary or desirable for the continued validity, perfection and priority of the Liens on the Collateral covered thereby with subject to no other Liens thereon except for Permitted EncumbrancesLiens, or use commercially reasonable efforts to obtain any consents or waivers as may be necessary or appropriate reasonably required in connection therewith. It will and will cause its Restricted Subsidiaries Subject to the terms of Section 5.11(k), deliver or cause to be delivered (using commercially reasonable efforts with respect to delivery of items from Persons who are not in the control of any Loan Party) to the Administrative Agent and the Collateral Agent from time to time such other documentation, consents, authorizations, approvals and orders in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent as the Administrative Agent and the Collateral Agent shall reasonably deem necessary to perfect or maintain the Liens on the Collateral pursuant to the Security Documents. Upon the exercise by the Administrative Agent, the Collateral Agent or any Lender of any power, right, privilege or remedy pursuant to any Loan Document which that requires any consent, approval, registration, qualification or authorization of any Governmental Authority, it will and will cause its Restricted Subsidiaries to execute and deliver all applications, certifications, instruments and other documents and papers that the Administrative Agent, the Collateral Agent or such Lender 267 1096351.01A-CHISR01A1096355.04J-CHISR01A - MSW may requirereasonably require in connection therewith. If the Administrative Agent, the Collateral Agent or the Required Lenders determine that they are required by law a requirement of Applicable Law to have appraisals prepared in respect of the Real Property of any Restricted Subsidiary Loan Party constituting Collateral (it being understood that Real Property located in the United States shall not constitute, or about be required to become become, Collateral), it Borrowers shall provide to the Administrative Agent appraisals that satisfy the applicable requirements of the Real Estate Appraisal Reform Amendments of FIRREA (or other applicable requirements) and are otherwise in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent.

Security Interests; Further Assurances. Promptly Each Qualified Company shall, promptly, upon the reasonable request of the Administrative Agent or any LenderAgent, at its Borrower's expense, it will execute, acknowledge and deliver, or cause the execution, acknowledgment and cause its Restricted Subsidiaries to executedelivery of, acknowledge and deliver and thereafter register, file or record, and or cause its Restricted Subsidiaries to registerbe registered, file filed or recordrecorded, in an appropriate governmental office, any document or instrument supplemental to or confirmatory of the Security Documents or otherwise deemed by the Administrative Agent reasonably necessary or desirable for the continued validity, perfection and priority of the Liens on the Collateral covered thereby with no superior to and prior to the rights of all third Persons other than the holders of Prior Liens and subject to other Liens thereon except for Permitted Encumbrancesas permitted by the Security Documents, or obtain any consents consents, including, without limitation, landlord or similar lien waivers and consents, as may be necessary or appropriate in connection therewith. It will and will cause its Restricted Subsidiaries to Each Company shall deliver or cause to be delivered to the Administrative Agent from time to time such other documentation, consents, authorizations, approvals and orders in form and substance reasonably satisfactory to the Administrative Agent as the Administrative Agent shall reasonably deem necessary to perfect or maintain the Liens on the Collateral pursuant to the Security Documents. Upon the exercise by the Administrative Agent or any Lender the Lenders of any power, right, privilege or remedy pursuant to any Loan Credit Document which requires any consent, approval, registration, qualification or authorization of any Governmental Authority, it will and will cause its Restricted Subsidiaries to each Company shall execute and deliver all applications, certifications, instruments and other documents and papers that the Administrative Agent or such Lender may require. If the Administrative Agent or the Required Lenders may be so required to obtain. If Administrative Agent or the Majority Lenders determine that they are required by law or regulation to have appraisals prepared in respect of the Real Property of any Restricted Subsidiary Obligor constituting or about to become Collateral, it Borrower shall provide to the Administrative Agent Agent, at Borrower's expense, appraisals that satisfy the applicable requirements of the Real Estate Appraisal Reform Amendments of FIRREA and are otherwise in form and substance reasonably satisfactory to the Administrative Agent.

Security Interests; Further Assurances. Promptly Promptly, upon the reasonable request of the Administrative Agent, the Collateral Agent or any Lender, at its the Company’s expense, it will the Company shall execute, acknowledge and deliver, or cause the execution, acknowledgment and cause its Restricted Subsidiaries to executedelivery of, acknowledge and deliver and thereafter register, file or record, and or cause its Restricted Subsidiaries to registerbe registered, file filed or recordrecorded, in an appropriate governmental office, any document or instrument supplemental to or confirmatory of the Security Documents or otherwise deemed by the Administrative Administra- Table of Contents tive Agent or the Collateral Agent reasonably necessary or desirable for the continued validity, perfection and priority of the Liens on the Collateral covered thereby with superior to and prior to the rights of all third Persons other than the holders of Prior Liens and Permitted Liens and subject to no other Liens thereon except for Permitted Encumbrancesas permitted by the applicable Security Document, or obtain any consents consents, including, without limitation, landlord or similar lien waivers and consents, as may be necessary or appropriate in connection therewith. It will and will cause its Restricted Subsidiaries to The Company shall deliver or cause to be delivered to the Administrative Agent and the Collateral Agent from time to time such other documentation, consents, authorizations, approvals and orders in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent as the Administrative Agent and the Collateral Agent shall reasonably deem necessary to perfect or maintain the Liens on the Collateral pursuant to the Security Documents. Upon the exercise by the Administrative Agent, the Collateral Agent or any Lender the Lenders of any power, right, privilege or remedy pursuant to any Loan Credit Document which requires any consent, approval, registration, qualification or authorization of any Governmental Authority, it will and will cause its Restricted Subsidiaries to Authority execute and deliver all applications, certifications, instruments and other documents and papers that the Administrative Agent, the Collateral Agent or such Lender the Lenders may requirebe so required to obtain. If the Administrative Agent, the Collateral Agent or the Required Lenders determine that they are required by law or regulation to have appraisals prepared in respect of the Real Property of any Restricted Subsidiary Obligor constituting or about to become Collateral, it the Company shall provide to the Administrative Agent appraisals that satisfy the applicable requirements of the Real Estate Appraisal Reform Amendments of FIRREA and are otherwise in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent.

Security Interests; Further Assurances. Promptly Promptly, upon the reasonable request of the Administrative Agent, the Collateral Agent or any Lender, at its Parent Borrower’s expense, it will execute, acknowledge and deliver, or cause the execution, acknowledgment and cause its Restricted Subsidiaries to executedelivery of, acknowledge and deliver and thereafter register, file or record, and or cause its Restricted Subsidiaries to registerbe registered, file filed or recordrecorded, in an appropriate governmental office, any document or instrument supplemental to or confirmatory of the Security Documents or otherwise deemed by the Administrative Agent or the Collateral Agent reasonably necessary or desirable for the continued validity, perfection and priority of the Liens on the Collateral covered thereby with subject to no other Liens thereon except for Permitted Encumbrancesas permitted by the applicable Security Document, or use reasonable commercial efforts to obtain any consents or waivers as may be necessary or appropriate in connection therewith. It will and will cause its Restricted Subsidiaries to deliver Deliver or cause to be delivered to the Administrative Agent and the Collateral Agent from time to time such other documentation, consents, authorizations, approvals and orders in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent as the Administrative Agent and the Collateral Agent shall reasonably deem necessary to perfect or maintain the Liens on the Collateral pursuant to the Security Documents. Upon the exercise by the Administrative Agent, the Collateral Agent or any Lender of any power, right, privilege or remedy pursuant to any Loan Document which requires any consent, approval, registration, qualification or authorization of any Governmental Authority, it will and will cause its Restricted Subsidiaries to Authority execute and deliver all applications, certifications, instruments and other documents and papers that the Administrative Agent, the Collateral Agent or such Lender may require. If the Administrative Agent, the Collateral Agent or the Required Lenders determine that they are required by law a Requirement of Law to have appraisals prepared in respect of the Real Property of any Restricted Subsidiary Loan Party constituting or about to become Collateral, it Parent Borrower shall provide to the Administrative Agent appraisals that satisfy the applicable requirements of the Real Estate Appraisal Reform Amendments of FIRREA and are otherwise in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent.

Security Interests; Further Assurances. Promptly Subject to the terms of the Intercreditor Agreement, promptly, upon the reasonable request of the Administrative Agent or any Lenderthe Collateral Agent, at its the Co-Borrowers’ expense, it will execute, acknowledge and deliver, or cause the execution, acknowledgment and cause its Restricted Subsidiaries to executedelivery of, acknowledge and deliver and thereafter register, file or record, and or cause its Restricted Subsidiaries to registerbe registered, file filed or recordrecorded, in an appropriate governmental office, any document or instrument supplemental to or confirmatory of the Security Documents or otherwise deemed by the Administrative Agent or the Collateral Agent reasonably necessary or desirable for the continued validity, perfection and priority of the Liens on the Collateral covered thereby with subject to no other Liens thereon except for Permitted EncumbrancesLiens, or use commercially reasonable efforts to obtain any consents or waivers as may be necessary or appropriate reasonably required in connection therewith. It will and will cause its Restricted Subsidiaries to deliver Deliver or cause to be delivered (using commercially reasonable efforts with respect to delivery of items from Persons who are not in the control of any Loan Party) to the Administrative Agent and the Collateral Agent from time to time such other documentation, consents, authorizations, approvals and orders in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent as the Administrative Agent and the Collateral Agent shall reasonably deem necessary to perfect or maintain the Liens on the Collateral pursuant to the Security Documents. Upon the exercise by the Administrative Agent, the Collateral Agent or any Lender of any power, right, privilege or remedy pursuant to any Loan Document which that requires any consent, approval, registration, qualification or authorization of any Governmental Authority, it will and will cause its Restricted Subsidiaries to execute and deliver all applications, certifications, instruments and other documents and papers that the Administrative Agent, the Collateral Agent or such Lender may requirereasonably require in connection therewith. If the Administrative Agent, the Collateral Agent or the Required Lenders determine that they are required by law a Requirement of Law to have appraisals prepared in respect of the Real Property of any Restricted Subsidiary Loan Party constituting or about to become Collateral, it the Designated Company shall provide to the Administrative Agent appraisals that satisfy the applicable requirements of the Real Estate Appraisal Reform Amendments of FIRREA (or other applicable requirements) and are otherwise in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent.. 1117312.02-CHISR02A - MSW 197

Security Interests; Further Assurances. Promptly Subject to the terms of the Intercreditor Agreement, promptly, upon the reasonable request of the Administrative Agent, the Col- lateral Agent or any Lender, at its Borrower's expense, it will execute, acknowledge and deliver, or cause the execution, acknowledgment and cause its Restricted Subsidiaries to executedelivery of, acknowledge and deliver and thereafter register, file or record, and or cause its Restricted Subsidiaries to registerbe registered, file filed or recordrecorded, in an appropriate governmental office, any document or instrument supplemental to or confirmatory of the Security Documents or otherwise deemed by the Administrative Agent or the Collateral Agent reasonably necessary or desirable for the continued validity, perfection and priority of the Liens on the Collateral covered thereby with subject to no other Liens thereon except for Permitted Encumbrancesas permitted by the applicable Security Document, or obtain any consents or waivers as may be necessary or appropriate in connection therewith. It will and will cause its Restricted Subsidiaries to deliver Deliver or cause to be delivered to the Administrative Agent and the Collateral Agent from time to time such other documentation, consents, authorizations, approvals and orders in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent as the Administrative Agent and the Collateral Agent shall reasonably deem necessary to perfect or maintain the Liens on the Collateral pursuant to the Security Documents. Upon the exercise by the Administrative Agent, the Collateral Agent or any Lender of any power, right, privilege or remedy pursuant to any Loan Document which requires any consent, approval, registration, qualification or authorization of any Governmental Authority, it will and will cause its Restricted Subsidiaries to Authority execute and deliver all applications, certifications, instruments and other documents and papers that the Administrative Agent, the Collateral Agent or such Lender may require. If the Administrative Agent, the Collateral Agent or the Required Lenders determine that they are required by law or regulation to have appraisals prepared in respect of the Real Property of any Restricted Subsidiary Loan Party constituting or about to become Collateral, it Borrower shall provide to the Administrative Agent appraisals that satisfy the applicable requirements of the Real Estate Appraisal Reform Amendments of FIRREA and are otherwise in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent.

Security Interests; Further Assurances. Promptly Subject to the terms of the Intercreditor Agreement and Section 5.11(i), promptly, upon the reasonable request of the Administrative Agent or any Lenderthe Collateral Agent, at its the Co-Borrowers’ expense, it will execute, acknowledge and deliver, or cause the execution, acknowledgment and cause its Restricted Subsidiaries to executedelivery of, acknowledge and deliver and thereafter register, file or record, and or cause its Restricted Subsidiaries to registerbe registered, file filed or recordrecorded, in an appropriate governmental office, any document or instrument supplemental to or confirmatory of the Security Documents or otherwise deemed by the Administrative Agent or the Collateral Agent reasonably necessary or desirable for the continued validity, perfection and priority of the Liens on the Collateral covered thereby with subject to no other Liens thereon except for Permitted EncumbrancesLiens, or use commercially reasonable efforts to obtain any consents or waivers as may be necessary or appropriate reasonably required in connection therewith. It will and will cause its Restricted Subsidiaries Subject to the terms of Section 5.11(i), deliver or cause to be delivered (using commercially reasonable efforts with respect to delivery of items from Persons who are not in the control of any Loan Party) to the Administrative Agent and the Collateral Agent from time to time such other documentation, consents, authorizations, approvals and orders in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent as the Administrative Agent and the Collateral Agent shall reasonably deem necessary to perfect or maintain the Liens on the Collateral pursuant to the Security Documents. Upon the exercise by the Administrative Agent, the Collateral Agent or any Lender of any power, right, privilege or remedy pursuant to any Loan Document which that requires any consent, approval, registration, qualification or authorization of any Governmental Authority, it will and will cause its Restricted Subsidiaries to execute and deliver all applications, certifications, instruments and other documents and papers that the Administrative Agent, the Collateral Agent or such Lender may requirereasonably require in connection therewith. If the Administrative Agent, the Collateral Agent or the Required Lenders determine that they are 187 1087312.03B-CHISR01A1209777.02-CHISR02A - MSW required by law a Requirement of Law to have appraisals prepared in respect of the Real Property of any Restricted Subsidiary Loan Party constituting or about to become Collateral, it the Designated Company shall provide to the Administrative Agent appraisals that satisfy the applicable requirements of the Real Estate Appraisal Reform Amendments of FIRREA (or other applicable requirements) and are otherwise in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent.

Security Interests; Further Assurances. Promptly Subject to the terms of the Intercreditor Agreement, promptly, upon the reasonable request of the Administrative Agent or any Lenderthe Collateral Agent, at its the Borrower’s expense, it will execute, acknowledge and deliver, or cause the execution, acknowledgment and cause its Restricted Subsidiaries to executedelivery of, acknowledge and deliver and thereafter register, file or record, and or cause its Restricted Subsidiaries to registerbe registered, file filed or recordrecorded, in an appropriate governmental office, any document or instrument supplemental to or confirmatory of the Security Documents or otherwise deemed by the Administrative Agent or the Collateral Agent reasonably necessary or desirable for the continued validity, perfection and priority of the Liens on the Collateral covered thereby with subject to no other Liens thereon except for Permitted EncumbrancesLiens, or use commercially reasonable efforts to obtain any consents or waivers as may be necessary or appropriate reasonably required in connection therewith. It will and will cause its Restricted Subsidiaries to deliver Deliver or cause to be delivered (using commercially reasonable efforts with respect to delivery of items from Persons who are not in the control of any Loan Party) to the Administrative Agent and the Collateral Agent from time to time such other documentation, consents, authorizations, approvals and orders in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent as the Administrative Agent and the Collateral Agent shall reasonably deem necessary to perfect or maintain the Liens on the Collateral pursuant to the Security Documents. Upon the exercise by the Administrative Agent, the Collateral Agent or any Lender of any power, right, privilege or remedy pursuant to any Loan Document which that requires any consent, approval, registration, qualification or authorization of any Governmental Authority, it will and will cause its Restricted Subsidiaries to execute and deliver all applications, certifications, instruments and other documents and papers that the Administrative 146 Agent, the Collateral Agent or such Lender may requirereasonably require in connection therewith. If the Administrative Agent, the Collateral Agent or the Required Lenders determine that they are required by law a Requirement of Law to have appraisals prepared in respect of the Real Property of any Restricted Subsidiary Loan Party constituting or about to become Collateral, it the Borrower shall provide to the Administrative Agent appraisals that satisfy the applicable requirements of the Real Estate Appraisal Reform Amendments of FIRREA (or other applicable requirements) and are otherwise in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent.

Security Interests; Further Assurances. Promptly Promptly, upon the reasonable request of the Administrative Agent or any LenderAgent, at its Borrowers’ expense, it will execute, acknowledge and deliver, or cause the execution, acknowledgment and cause its Restricted Subsidiaries to executedelivery of, acknowledge and deliver and thereafter register, file or record, and or cause its Restricted Subsidiaries to registerbe registered, file filed or recordrecorded, in an appropriate governmental office, any document or instrument supplemental to or confirmatory of the Security Documents or otherwise deemed by the Administrative Agent reasonably necessary or desirable for the continued validity, perfection and priority of the Liens on the Collateral covered thereby with subject to no other Liens thereon except for Permitted Encumbrances, or Liens and use commercially reasonable efforts to obtain any consents or waivers reasonably requested by the Administrative Agent as may be necessary or appropriate in connection therewith. It will and will cause its Restricted Subsidiaries to deliver Deliver or cause to be delivered to the Administrative Agent or the Security Trustee, as applicable, from time to time such other documentation, consents, authorizations, approvals and orders in form and substance reasonably satisfactory to the Administrative Agent as the Administrative Agent shall reasonably deem necessary to perfect or maintain the Liens on the Collateral pursuant to the Security Documents. Upon the exercise by the Administrative Agent or any Lender the Security Trustee of any power, right, privilege or remedy pursuant to any Loan Document which requires any consent, approval, registration, qualification or authorization of any Governmental Authority, it will and will cause its Restricted Subsidiaries to Authority execute and deliver all applications, certifications, instruments and other documents and papers that the Administrative Agent or such Lender the Security Trustee may requirereasonably require and as are commercially reasonable. If the Administrative Agent or the Required Lenders determine reasonably determines that they are required by law a Requirement of Law to have appraisals prepared in respect of the Real Property of any Restricted Subsidiary Borrower constituting or about to become Collateral, it Borrowers shall provide to the Administrative Agent appraisals that satisfy the applicable requirements of the Real Estate Appraisal Reform Amendments of FIRREA and are otherwise in form and substance reasonably satisfactory to the Administrative Agent.

Security Interests; Further Assurances. Promptly Promptly, upon the reasonable request of the Administrative Agent or any Lenderthe Collateral Agent, at its Borrower’s expense, it will execute, acknowledge and deliver, or cause the execution, acknowledgment and cause its Restricted Subsidiaries to executedelivery of, acknowledge and deliver and thereafter register, file or record, and or cause its Restricted Subsidiaries to registerbe registered, file filed or recordrecorded, in an appropriate governmental office, any document or instrument supplemental to or confirmatory of the Security Documents or otherwise deemed by the Administrative Agent or the Collateral Agent reasonably necessary or desirable for the continued validity, perfection and priority of the Liens on the Collateral covered thereby with subject to no other Liens thereon except for Permitted Encumbrancesas permitted by the applicable Security Document, or obtain any consents or waivers as may be necessary or appropriate in connection therewith. It will and will cause its Restricted Subsidiaries to deliver Deliver or cause to be delivered to the Administrative Agent and the Collateral Agent from time to time such other documentation, consents, authorizations, approvals and orders in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent as the Administrative Agent and the Collateral Agent shall reasonably deem necessary to perfect or maintain the Liens on the Collateral pursuant to the Security Documents. Upon the exercise by the Administrative Agent, the Collateral Agent or any Lender of any power, right, privilege or remedy pursuant to any Loan Document which requires any consent, approval, registration, qualification or authorization of any Governmental Authority, it will and will cause its Restricted Subsidiaries to Authority execute and deliver all applications, certifications, instruments and other documents and papers that the Administrative Agent, the Collateral Agent or such Lender may reasonably require. If the Administrative Agent, the Collateral Agent or the Required Lenders determine that they are required by law Requirements of Law to have appraisals prepared in respect of the Real Property of any Restricted Subsidiary Loan Party constituting or about to become Collateral, it Borrower shall provide to the Administrative Agent appraisals that satisfy the applicable requirements of the Real Estate Appraisal Reform Amendments of FIRREA and are otherwise in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent.

Security Interests; Further Assurances. Promptly Each Company and Holdings shall, promptly, upon the reasonable request of the Administrative Agent or any Lender, at its Borrower's expense, it will execute, acknowledge and deliver, or cause the execution, acknowledgment and cause its Restricted Subsidiaries to executedelivery of, acknowledge and deliver and thereafter register, file or record, and or cause its Restricted Subsidiaries to registerbe registered, file filed or recordrecorded, in an appropriate governmental office, any document or instrument supplemental to or confirmatory of the Security Documents or otherwise deemed by the Administrative Agent reasonably necessary or desirable for the continued validity, perfection and priority of the Liens on the Collateral covered thereby with no superior to and prior to the rights of all third Persons other than the holders of Prior Liens and subject to other Liens thereon except for Permitted Encumbrancesas permitted by the Security Documents, or obtain any consents consents, including, without limitation, landlord or similar lien waivers and consents, as may be necessary or appropriate in connection therewith. It will and will cause its Restricted Subsidiaries to Each Company shall deliver or cause to be delivered to the Administrative Agent from time to time such other documentation, consents, authorizations, approvals and orders in form and substance reasonably satisfactory to the Administrative Agent as the Administrative Agent shall reasonably deem necessary to perfect or maintain the Liens on the Collateral pursuant to the Security Documents. Upon the exercise by the Administrative Agent or any Lender the Lenders of any power, right, privilege or remedy pursuant to any Loan Credit Document which requires any consent, approval, registration, qualification or authorization of any Governmental Authority, it will and will cause its Restricted Subsidiaries to each Company shall execute and deliver all applications, certifications, instruments and other documents and papers that the Administrative Agent or such Lender may require. If the Administrative Agent or the Required Lenders may be so required to obtain. If Administrative Agent or the Majority Lenders determine that they are required by law or regulation to have appraisals prepared in respect of the Real Property of any Restricted Subsidiary Obligor constituting or about to become Collateral, it Borrower shall provide to the Administrative Agent appraisals that satisfy the applicable requirements of the Real Estate Appraisal Reform Amendments of FIRREA and are otherwise in form and substance reasonably satisfactory to the Administrative Agent.

Security Interests; Further Assurances. Promptly Promptly, upon the reasonable request of the Administrative Agent, the Collateral Agent or any Lender, at its Borrower's expense, it will execute, acknowledge and deliver, or cause the execution, acknowledgment and cause its Restricted Subsidiaries to executedelivery of, acknowledge and deliver and thereafter register, file or record, and or cause its Restricted Subsidiaries to registerbe registered, file filed or recordrecorded, in an appropriate governmental office, any document or instrument supplemental to or confirmatory of the Security Documents or otherwise deemed by the Administrative Agent or the Collateral Agent reasonably necessary or desirable for the continued validity, perfection and priority of the Liens on the Collateral covered thereby with subject to no other Liens thereon except for Permitted Encumbrancesas permitted by the applicable Security Document, or obtain any consents or waivers as may be necessary or appropriate in connection therewiththerewith and shall take such other action as may be reasonably requested by the Administrative Agent or the Collateral Agent. It will and will cause its Restricted Subsidiaries to deliver Deliver or cause to be delivered to the Administrative Agent and the Collateral Agent from time to time such other documentation, consents, authorizations, approvals and orders in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent as the Administrative Agent and the Collateral Agent shall reasonably deem necessary to perfect or maintain the Liens on the Collateral pursuant to the Security Documents. Upon the exercise by the Administrative Agent, the Collateral Agent or any Lender of any power, right, privilege or remedy pursuant to any Loan Document which requires any consent, approval, registration, qualification or authorization of any Governmental Authority, it will and will cause its Restricted Subsidiaries to Authority execute and deliver all applications, certifications, instruments and other documents and papers that the Administrative Agent, the Collateral Agent or such Lender may require. If the Administrative Agent, the Collateral Agent or the Required Lenders determine that they are required by law or regulation to have appraisals prepared in respect of the Real Property of any Restricted Subsidiary Loan Party constituting or about to become Collateral, it Borrower shall provide to the Administrative Agent appraisals that satisfy the applicable requirements of the Real Estate Appraisal Reform Amendments of FIRREA and are otherwise in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent.

Security Interests; Further Assurances. Promptly Subject to the terms of the Intercreditor Agreement, promptly, upon the reasonable request of the Administrative Agent or any Lenderthe Collateral Agent, at its the Co-Borrowers’ expense, it will execute, acknowledge and deliver, or cause the execution, 168 972172.01-CHISR01A - MSW acknowledgment and cause its Restricted Subsidiaries to executedelivery of, acknowledge and deliver and thereafter register, file or record, and or cause its Restricted Subsidiaries to registerbe registered, file filed or recordrecorded, in an appropriate governmental office, any document or instrument supplemental to or confirmatory of the Security Documents or otherwise deemed by the Administrative Agent or the Collateral Agent reasonably necessary or desirable for the continued validity, perfection and priority of the Liens on the Collateral covered thereby with subject to no other Liens thereon except for Permitted EncumbrancesLiens, or use commercially reasonable efforts to obtain any consents or waivers as may be necessary or appropriate reasonably required in connection therewith. It will and will cause its Restricted Subsidiaries to deliver Deliver or cause to be delivered (using commercially reasonable efforts with respect to delivery of items from Persons who are not in the control of any Loan Party) to the Administrative Agent and the Collateral Agent from time to time such other documentation, consents, authorizations, approvals and orders in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent as the Administrative Agent and the Collateral Agent shall reasonably deem necessary to perfect or maintain the Liens on the Collateral pursuant to the Security Documents. Upon the exercise by the Administrative Agent, the Collateral Agent or any Lender of any power, right, privilege or remedy pursuant to any Loan Document which that requires any consent, approval, registration, qualification or authorization of any Governmental Authority, it will and will cause its Restricted Subsidiaries to execute and deliver all applications, certifications, instruments and other documents and papers that the Administrative Agent, the Collateral Agent or such Lender may requirereasonably require in connection therewith. If the Administrative Agent, the Collateral Agent or the Required Lenders determine that they are required by law a Requirement of Law to have appraisals prepared in respect of the Real Property of any Restricted Subsidiary Loan Party constituting or about to become Collateral, it the Designated Company shall provide to the Administrative Agent appraisals that satisfy the applicable requirements of the Real Estate Appraisal Reform Amendments of FIRREA (or other applicable requirements) and are otherwise in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent.

Security Interests; Further Assurances. Promptly Each Loan Party shall, at its own cost and expense, take any and all actions necessary to defend title to the Collateral against all persons and to defend the security interest of the Collateral Agent in the Collateral and the priority thereof against any Lien not expressly permitted pursuant to Section 6.02. Promptly, upon the reasonable request of the Administrative Agent Agent, any Lender or any Lenderthe Collateral Agent, at its Borrower’s expense, it will execute, acknowledge and deliver, or cause the execution, acknowledgment and cause its Restricted Subsidiaries to executedelivery of, acknowledge and deliver and thereafter register, file or record, and or cause its Restricted Subsidiaries to registerbe registered, file filed or recordrecorded, in an appropriate governmental office, any document or instrument supplemental to or confirmatory of the Security Documents or otherwise deemed by Administrative Agent or the Administrative Collateral Agent reasonably necessary or desirable for the continued validity, perfection and priority of the Liens on the Collateral covered thereby with no superior and prior to the rights of all third persons other than the holders of Permitted Liens and subject to other Liens thereon except for Permitted Encumbrancesas permitted by the Security Documents, or obtain any consents consents, including landlord or similar Lien waivers and consents, as may be necessary or appropriate in connection therewith, to the extent contemplated hereby. It will and will cause its Restricted Subsidiaries to deliver Deliver or cause to be delivered to the Administrative Agent from time to time such other documentation, consents, authorizations, approvals and orders in form and substance reasonably satisfactory to the Administrative Agent as the Administrative Agent shall reasonably deem necessary to perfect or maintain the Liens on the Collateral pursuant to the Security Documents. Upon the exercise by the Administrative Agent or any Lender the Collateral Agent of any power, right, privilege or remedy pursuant to any Loan Document which that requires any consent, approval, registration, qualification or authorization of any Governmental AuthorityAuthority or any other person, it will and will cause its Restricted Subsidiaries to execute and deliver and/or obtain all applications, certifications, instruments and other documents and papers that the Administrative Agent or the Collateral Agent may be so required to obtain. Notwithstanding anything to the contrary contained herein, if an Event of Default has occurred and is continuing, the Administrative Agent and the Collateral Agent shall have the right to require any Loan Party to execute and deliver documentation, consents, authorizations, approvals and orders in form and substance reasonably satisfactory to the Administrative Agent as the Administrative Agent shall deem necessary to grant to the Administrative Agent, for its benefit and for the benefit of the other Secured Parties, a valid and perfected Lien subject to no Liens other than Permitted Liens on such Lender may requireassets and properties not otherwise required hereunder, except to the extent such requirements are illegal under applicable law, and no reasonable alternative structure can be devised having substantially the same effect as such actions that would not be illegal under applicable law. If the Administrative Agent, the Collateral Agent or the Required Lenders determine that they are required by law or regulation to have appraisals prepared in respect of the Real Property of any Restricted Subsidiary Loan Party constituting or about to become Collateral, it Borrower shall provide to the Administrative Agent appraisals that satisfy the applicable requirements of the Real Estate Appraisal Reform Amendments of FIRREA and are otherwise in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent.

Security Interests; Further Assurances. Promptly Promptly, upon the reasonable request of the Administrative Agent, the Collateral Agent or any Lendershall, at its Borrower’s expense, it will execute, acknowledge and deliver, or cause the execution, acknowledgment and cause its Restricted Subsidiaries to executedelivery of, acknowledge and deliver and thereafter register, file or record, and or cause its Restricted Subsidiaries to registerbe registered, file filed or recordrecorded, in an appropriate governmental office, any document or instrument supplemental to or confirmatory of the Security Documents or otherwise deemed by the Administrative Agent or the Collateral Agent reasonably necessary or desirable for the continued validity, perfection and priority of the Liens on the Collateral covered thereby with subject to no other Liens thereon except for Permitted EncumbrancesCollateral Liens, or use commercially reasonable efforts to obtain any consents or waivers as may be necessary or appropriate in connection therewith. It will and will cause its Restricted Subsidiaries to deliver Deliver or cause to be delivered to the Administrative Agent and the Collateral Agent from time to time such other documentation, consents, authorizations, approvals and orders in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent as the Administrative Agent and the Collateral Agent shall reasonably deem necessary to perfect or maintain the Liens on the Collateral pursuant to the Security Documents. Upon the exercise by the Administrative Agent or any Lender the Collateral Agent of any power, right, privilege or remedy pursuant to any Loan Document which requires any consent, approval, registration, qualification or authorization of any Governmental Authority, it will and will cause its Restricted Subsidiaries to Authority execute and deliver all applications, certifications, instruments and other documents and papers that the Administrative Agent or such Lender the Collateral Agent may reasonably require. If the Administrative Agent, the Collateral Agent or the Required Lenders determine that they are required by law a Requirement of Law to have appraisals prepared in respect of the Real Property of any Restricted Subsidiary Loan Party constituting or about to become Collateral, it Borrower shall provide to the Administrative Agent appraisals that satisfy the applicable requirements of the Real Estate Appraisal Reform Amendments of FIRREA and are otherwise in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent.SECTION 5.13

Security Interests; Further Assurances. Promptly Subject to the terms of the Intercreditor Agreement and Section 5.11(i), promptly, upon the reasonable request of the Administrative Agent or any Lenderthe Collateral Agent, at its the Co-Borrowers’ expense, it will execute, acknowledge and deliver, or cause the execution, acknowledgment and cause its Restricted Subsidiaries to executedelivery of, acknowledge and deliver and thereafter register, file or record, and or cause its Restricted Subsidiaries to registerbe registered, file filed or recordrecorded, in an appropriate governmental office, any document or instrument supplemental to or confirmatory of the Security Documents or otherwise deemed by the Administrative Agent or the Collateral Agent reasonably necessary or desirable for the continued validity, perfection and priority of the Liens on the Collateral covered thereby with subject to no other Liens thereon except for Permitted EncumbrancesLiens, or use commercially reasonable efforts to obtain any consents or waivers as may be necessary or appropriate reasonably required in connection therewith. It will and will cause its Restricted Subsidiaries Subject to the terms of Section 5.11(i), deliver or cause to be delivered (using commercially reasonable efforts with respect to delivery of items from Persons who are not in the control of any Loan Party) to the Administrative Agent and the Collateral Agent from time to time such other documentation, consents, authorizations, approvals and orders in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent as the Administrative Agent and the Collateral Agent shall reasonably deem necessary to perfect or maintain the Liens on the Collateral pursuant to the Security Documents. Upon the exercise by the Administrative Agent, the Collateral Agent or any Lender of any power, right, privilege or remedy pursuant to any Loan Document which that requires any consent, approval, registration, qualification or authorization of any Governmental Authority, it will and will cause its Restricted Subsidiaries to execute and deliver all applications, certifications, instruments and other documents and papers that the Administrative Agent, the Collateral Agent or such Lender may requirereasonably require in connection therewith. If the Administrative Agent, the Collateral Agent or the Required Lenders determine that they are required by law a Requirement of Law to have appraisals prepared in respect of the Real Property of any Restricted Subsidiary Loan Party constituting or about to become Collateral, it the Designated Company shall provide to the Administrative Agent appraisals that satisfy the applicable requirements of the Real Estate Appraisal Reform Amendments of FIRREA (or other applicable requirements) and are otherwise in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent.

Security Interests; Further Assurances. Promptly upon the reasonable request of 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 or any Lender, at its expense, it will execute, acknowledge and deliver, and cause its Restricted Subsidiaries to execute, acknowledge and deliver and thereafter register, file or record, and cause its Restricted Subsidiaries to register, file or record, in an appropriate governmental office, any document or instrument supplemental to or confirmatory of the Security Documents or otherwise deemed by the Administrative Agent reasonably may deem necessary or desirable for the continued validity, perfection and priority of the Liens Lien of the Collateral Agent on the Collateral covered thereby (or with no respect to any additions thereto or replacements or proceeds or products thereof which do not constitute Excluded Property, Excluded Real Property or other Liens thereon except for Permitted Encumbrances, or obtain any consents or waivers as may be necessary or appropriate in connection therewith. It will and will cause its Restricted Subsidiaries property with respect to deliver or cause to be delivered to which the Administrative Agent from time to time such other documentation, consents, authorizations, approvals and orders in form and substance reasonably satisfactory to the Administrative Agent as the Administrative Agent shall reasonably deem necessary to perfect or maintain the Liens on Loan Documents do not require the Collateral Agent to have a security interest) pursuant to the Security Documentshereto or thereto. Upon the exercise by the Administrative Agent, Collateral Agent or any Lender Secured Party of any power, right, privilege or remedy pursuant to any this Agreement or the other Loan Document Documents which requires any consent, approval, registrationrecording, qualification or authorization of any Governmental Authority, it will the Borrower shall, or shall cause any other applicable Loan Party to, execute and deliver, or will cause its Restricted Subsidiaries to execute the execution and deliver delivery of, all applications, certifications, instruments and other documents and papers that the Administrative Agent, Collateral Agent or such Lender Secured Party may requirebe required to obtain from the Borrower or the applicable Loan Party for such governmental consent, approval, recording, qualification or authorization. If In the event that, notwithstanding the covenants contained in Section 6.02, a Lien not otherwise permitted under this Agreement shall encumber the Mortgaged Property, any other item of Collateral or any portion thereof (or a mechanic’s or materialmen’s claim of lien shall be filed or otherwise asserted against the Mortgaged Property, any other item of Collateral or any portion thereof), the relevant Loan Party shall promptly discharge or cause to be discharged by payment to the lienor or lien claimant or promptly secure removal by bonding or deposit with the county clerk or otherwise or, at the Administrative Agent’s option, and if obtainable promptly obtain title insurance against, any such Lien or mechanics’ or materialmen’s claims of lien filed or otherwise asserted against the Mortgaged Property or such other item of Collateral or any portion thereof within 60 days after the date of notice thereof (which period the Administrative Agent or may extend in its sole discretion so long as the Required Lenders determine relevant Loan Party is diligently pursuing such actions); provided, that they are required by law the provisions of this Section 5.11 (and compliance therewith) shall not be deemed to have appraisals prepared in respect constitute a waiver of any of the Real Property provisions of any Restricted Subsidiary constituting or about to become Collateral, it shall provide to the Administrative Agent appraisals that satisfy the applicable requirements Section 6.02. Each of the Real Estate Appraisal Reform Amendments Loan Parties shall fully preserve the Lien and the priority (subject to Permitted Liens) of FIRREA each of the Mortgages and are otherwise in form and substance reasonably satisfactory the other Security Documents without cost or expense to the Administrative Agent, the Collateral Agent or the Secured Parties. If any Loan Party fails to promptly discharge, remove or bond off any Lien on the Collateral which is not a Permitted Lien and which is not being contested by the applicable Loan Party in good faith by appropriate proceedings promptly instituted and diligently conducted, within 90 days after the receipt of notice thereof from the Administrative Agent, then the Administrative Agent may, but shall not be required to, procure the release and discharge of such Lien, and in furtherance thereof may, in its sole discretion, effect any settlement or compromise with the lienor or lien claimant or post any bond or furnish any security or indemnity as the Administrative Agent, in its sole discretion, may elect. In settling, compromising or arranging for the discharge of any Liens or claims of Liens under this Section 5.11, the Administrative Agent shall not be required to establish or confirm the validity or amount of the Lien or the claim. The Borrower agrees that all costs and expenses reasonably expended or otherwise incurred pursuant to this Section 5.11 (including reasonable attorneys’ fees and disbursements) by the Administrative Agent, the Collateral Agent or any Secured Party shall constitute Obligations and shall be paid by the Borrower in accordance with the terms hereof.