Common use of Security Interests; Further Assurances Clause in Contracts

Security Interests; Further Assurances. Promptly, upon the reasonable request of the Collateral Agent or the Lender, at the Borrower’s expense, execute, acknowledge and deliver, or cause the execution, acknowledgment and delivery of, and thereafter register, file or record, or cause to be registered, filed or recorded, in an appropriate governmental office, any document or instrument supplemental to or confirmatory of the Security Documents or otherwise deemed by the Collateral Agent reasonably necessary or desirable for the continued validity, perfection and priority of the Liens on the Collateral covered thereby subject to no other Liens except as permitted by the applicable Security Document, or obtain any consents or waivers as may be necessary or appropriate in connection therewith and shall take such other action as may be reasonably requested by the Collateral Agent. Deliver or cause to be delivered to the Lender and the Collateral Agent from time to time such other documentation, consents, authorizations, approvals and orders in form and substance reasonably satisfactory to the Lender and the Collateral Agent as the Lender 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 Collateral Agent or the 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 execute and deliver all applications, certifications, instruments and other documents and papers that the Collateral Agent or the Lender may require.

Security Interests; Further Assurances. (a) Promptly, upon the reasonable request of the Collateral Administrative Agent or the LenderCollateral Agent, at the Borrower’s Loan Parties’ expense, (i) execute, acknowledge and deliver, or cause the execution, acknowledgment and delivery of, and thereafter register, file or record, or cause to be registered, filed or recorded, in an appropriate governmental office, any document or instrument supplemental to or confirmatory of any of the Security Documents or otherwise reasonably deemed by the Administrative Agent or the Collateral Agent reasonably to be necessary or desirable for the continued validity, enforceability, perfection and priority of the Liens on the Collateral covered thereby subject to no other Liens except as permitted by the applicable Security DocumentPermitted Liens, or obtain any consents or waivers as may be necessary or appropriate in connection therewith (subject to any limitations that may be set forth in the Security Documents) and shall take (ii) without limiting the generality of the foregoing, execute, if required, and file, or cause to be filed, such financing or continuation statements under the UCC (or any non-U.S. equivalent thereto), or amendments thereto, such amendments or supplements to the Collateral Rig Mortgages (including any amendments required to maintain the Liens granted by such Collateral Rig Mortgages), and such other action instruments or notices, as may be reasonably requested by necessary, or that the Collateral Agent. Deliver Administrative Agent or cause to be delivered to the Lender and the Collateral Agent from time may reasonably require (subject to time such other documentation, consents, authorizations, approvals and orders any limitations that may be set forth in form and substance reasonably satisfactory to the Lender and the Collateral Agent as the Lender and the Collateral Agent shall reasonably deem necessary to perfect or maintain the Liens on the Collateral pursuant to the Security Documents. Upon ), to protect and preserve the exercise by Liens granted or purported to be granted the Collateral Agent or the 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 execute and deliver all applications, certifications, instruments and other documents and papers that the Collateral Agent or the Lender may requireSecurity Documents.

Security Interests; Further Assurances. Promptly, Promptly upon the reasonable request of the Collateral Administrative Agent or the LenderCollateral Agent, at the Borrower’s expensesole cost and expense of the Loan Parties, (i) execute, acknowledge and deliver, or cause the execution, acknowledgment and delivery of, and thereafter register, file or record, or cause to be registered, filed or recorded, in an appropriate governmental office, any document or instrument supplemental to or confirmatory of the Security Documents necessary or otherwise deemed by appropriate (or, upon the reasonable request of the Administrative Agent or the Collateral Agent reasonably necessary or desirable any Lender, desirable) for the continued validity, enforceability, perfection and priority of the Liens on the Collateral intended to be covered thereby by the Security Documents, subject to no other Liens except as permitted by the applicable Security DocumentPermitted Liens, or obtain any consents or waivers as may be necessary or appropriate in connection therewith and shall take (ii) without limiting the generality of the foregoing, execute, if required, and file, or cause to be filed, such financing or continuation statements under the UCC, or amendments thereto, such amendments or supplements to the Collateral Vessel Mortgages (including any amendments required to maintain the Liens granted by such Collateral Vessel Mortgages), and such other action instruments or notices, as may be reasonably requested by necessary, or that the Collateral Agent. Deliver Administrative Agent or cause to be delivered to the Lender and the Collateral Agent from time may reasonably require (subject to time such other documentationany limitations that may be set forth in the Security Documents), consents, authorizations, approvals to protect and orders in form and substance reasonably satisfactory to the Lender and the Collateral Agent as the Lender and the Collateral Agent shall reasonably deem necessary to perfect or maintain preserve the Liens on the Collateral pursuant granted or purported to be granted by the Security Documents. Upon the exercise by the Collateral Agent or the 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 execute and deliver all applications, certifications, instruments and other documents and papers that the Collateral Agent or the Lender may require.AMERICAS 101798741 84

Security Interests; Further Assurances. Promptly, (a) Promptly upon the reasonable request of the Collateral Administrative Agent or the LenderCollateral Agent, at the Borrower’s expensesole cost and expense of the Credit Parties, (i) execute, acknowledge and deliver, or cause the execution, acknowledgment and delivery of, and thereafter register, file or record, or cause to be registered, filed or recorded, in an appropriate governmental office, any document or instrument supplemental to or confirmatory of the Security Documents necessary or otherwise deemed by appropriate (or, upon the reasonable request of the Administrative Agent or the Collateral Agent reasonably necessary or desirable any Lender, desirable) for the continued validity, enforceability, perfection and priority of the Liens on the Collateral intended to be covered thereby by the Security Documents, subject to no other Liens except as permitted by the applicable Security DocumentPermitted Liens, or obtain any consents or waivers as may be necessary or appropriate in connection therewith and shall take (ii) without limiting the generality of the foregoing, execute, if required, and file, or cause to be filed, such financing or continuation statements under the UCC, or amendments thereto, such amendments or supplements to the Collateral Vessel Mortgages (including any amendments required to maintain the Liens granted by such Collateral Vessel Mortgages), and such other action instruments or notices, as may be reasonably requested by necessary, or that the Collateral Agent. Deliver Administrative Agent or cause to be delivered to the Lender and the Collateral Agent from time may reasonably require (subject to time such other documentation, consents, authorizations, approvals and orders any limitations that may be set forth in form and substance reasonably satisfactory to the Lender and the Collateral Agent as the Lender and the Collateral Agent shall reasonably deem necessary to perfect or maintain the Liens on the Collateral pursuant to the Security Documents. Upon ), to protect and preserve the exercise Liens granted or purported to be granted by the Collateral Agent or the 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 execute and deliver all applications, certifications, instruments and other documents and papers that the Collateral Agent or the Lender may requireSecurity Documents.

Security Interests; Further Assurances. Promptly, (a) Promptly upon the reasonable request of the Collateral Administrative Agent or the LenderCollateral Agent, at the Borrower’s expensesole cost and expense of the Credit Parties, (i) execute, acknowledge and deliver, or cause the execution, acknowledgment and delivery of, and thereafter register, file or record, or cause to be registered, filed or recorded, in an appropriate governmental office, any document or instrument supplemental to or confirmatory of the Security Documents necessary or otherwise deemed by appropriate (or, upon the reasonable request of the Administrative Agent or the Collateral Agent reasonably necessary or desirable any Lender, desirable) for the continued validity, enforceability, perfection and priority of the Liens on the Collateral intended to be covered thereby by the Security Documents, subject to no other Liens except as permitted by the applicable Security DocumentPermitted Liens, or obtain any consents or waivers as may be necessary or appropriate in connection therewith and shall take (ii) without limiting the generality of the foregoing, execute, if required, and file, or cause to be filed, such financing or 84 continuation statements under the UCC, or amendments thereto, such amendments or supplements to the Collateral Vessel Mortgages (including any amendments required to maintain the Liens granted by such Collateral Vessel Mortgages), and such other action instruments or notices, as may be reasonably requested by necessary, or that the Collateral Agent. Deliver Administrative Agent or cause to be delivered to the Lender and the Collateral Agent from time may reasonably require (subject to time such other documentation, consents, authorizations, approvals and orders any limitations that may be set forth in form and substance reasonably satisfactory to the Lender and the Collateral Agent as the Lender and the Collateral Agent shall reasonably deem necessary to perfect or maintain the Liens on the Collateral pursuant to the Security Documents. Upon ), to protect and preserve the exercise Liens granted or purported to be granted by the Collateral Agent or the 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 execute and deliver all applications, certifications, instruments and other documents and papers that the Collateral Agent or the Lender may requireSecurity Documents.

Security Interests; Further Assurances. (a) Promptly, upon the reasonable request of the Collateral Administrative Agent or the LenderCollateral Agent, at the Borrower’s Loan Parties’ expense, (i) execute, acknowledge and deliver, or cause the execution, acknowledgment and delivery of, and thereafter register, file or record, or cause to be registered, filed or recorded, in an appropriate governmental office, any document or instrument supplemental to or confirmatory of any of the Security Documents or otherwise reasonably deemed by the Administrative Agent or the Collateral Agent reasonably to be necessary or desirable for the continued validity, enforceability, perfection and priority of the Liens on the Collateral covered thereby subject to no other Liens except as permitted by the applicable Security DocumentPermitted Liens, or obtain any consents or waivers as may be necessary or appropriate in connection therewith (subject to any limitations that may be set forth in the Security Documents) and shall take (ii) without limiting the generality of the foregoing, execute, if required, and file, or cause to be filed, such financing or continuation statements under the UCC (or any non-U.S. equivalent thereto), or amendments thereto, such amendments or supplements to the Collateral Rig Mortgages (including any amendments required to maintain the Liens granted by such Collateral Rig Mortgages), and such other action instruments or notices, as may be reasonably requested by necessary, or that the Collateral Agent. Deliver Administrative Agent or cause to be delivered to the Lender and the Collateral Agent from time may reasonably require (subject to time such other documentationany limitations that may be set forth in the Security Documents), consents, authorizations, approvals to protect and orders in form and substance reasonably satisfactory to the Lender and the Collateral Agent as the Lender and the Collateral Agent shall reasonably deem necessary to perfect or maintain preserve the Liens on the Collateral pursuant granted or purported to be granted the Security Documents. Upon Notwithstanding anything in the exercise by Loan Documents to the Collateral Agent or contrary, Section 4.7 of the Lender of any power, right, privilege or remedy pursuant Security Agreement shall not apply to any Loan Document which requires any consent, approval, registration, qualification Deposit Accounts or authorization of any Governmental Authority execute and deliver all applications, certifications, instruments and other documents and papers Securities Accounts that the Collateral Agent or the Lender may requireare Excluded Assets.

Security Interests; Further Assurances. Promptly, upon the reasonable request of the Collateral any Agent or the any Lender, at the Borrower’s expense, Borrower shall (i) execute, acknowledge and deliver, or cause the execution, acknowledgment and delivery of, and thereafter register, file or record, or cause to be registered, filed or recorded, in an appropriate governmental office, any document or instrument supplemental to or confirmatory of the Security Collateral Documents or otherwise deemed by the Collateral Administrative Agent reasonably necessary or desirable for the continued validity, perfection and priority of the Liens on the Collateral covered thereby superior to and prior to the rights of all third Persons other than the holders of Permitted Liens and subject to no other Liens except as permitted by the applicable Security Collateral Document, or obtain any consents or waivers as may be necessary or appropriate in connection therewith and shall take such other action as may be reasonably requested by the Collateral Agent. Deliver ; (ii) deliver or cause to be delivered to the Lender and the Collateral Administrative Agent from time to time such other documentation, consents, authorizations, approvals and orders in form and substance reasonably satisfactory to the Lender and the Collateral Administrative Agent as the Lender and the Collateral Administrative Agent shall reasonably deem necessary to perfect or maintain the Liens on the Collateral pursuant to the Security Collateral Documents. Upon ; and (iii) upon the exercise by the Collateral any Agent or the Lender 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 Authority, execute and deliver all applications, certifications, instruments and other documents and papers that the Collateral any Agent or the Lender Lenders may requirebe so required to obtain.

Security Interests; Further Assurances. PromptlyPromptly (but in no event later than 5 days), upon the reasonable request of the Collateral Administrative Agent or the any Lender, at the Borrower’s Bor- rower's expense, execute, acknowledge and deliver, or cause the execution, acknowledgment and delivery of, and thereafter register, file or record, or cause to be registered, filed or recorded, in an appropriate governmental office, any document or instrument supplemental to or confirmatory of the Security Documents or otherwise deemed by the Collateral Administrative Agent reasonably necessary or desirable for the continued validity, perfection and priority of the Liens on the Collateral covered thereby superior to and prior to the rights of all third Persons other than the holders of Permitted Liens and subject to no other Liens except as permitted by the applicable Security DocumentDocuments, or use good faith efforts to obtain any consents consents, including, without limitation, landlord or similar lien waivers and consents, as may be necessary or appropriate in connection therewith and shall take such other action as may be reasonably requested by the Collateral Agenttherewith. Deliver or cause to be delivered to the Lender and the Collateral Administrative Agent from time to time such other documentation, consents, authorizations, approvals and orders in form and substance reasonably satisfactory to the Lender and the Collateral Administrative Agent as the Lender and the Collateral 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 Collateral Administrative Agent or the Lender 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 execute and deliver all applications, certifications, instruments and other documents and papers that the Collateral Administrative Agent or the Lender Lenders may requirebe so required to obtain.

Security Interests; Further Assurances. Promptly, (a) Promptly upon the reasonable request of the Collateral Administrative Agent or the LenderCollateral Agent, at the Borrower’s expensesole cost and expense of the Loan Parties, (i) execute, acknowledge and deliver, or cause the execution, acknowledgment and delivery of, and thereafter register, file or record, or cause to be registered, filed or recorded, 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 by the Security Documents, subject to no other Liens except as permitted by Permitted Liens (or, in the applicable Security Documentcase of Collateral Vessels, Permitted Collateral Vessel Liens), or obtain any consents or waivers as may be necessary or appropriate in connection therewith and shall take (ii) without limiting the generality of the foregoing, execute, if required, and file, or cause to be filed, such financing or continuation statements under the UCC, or amendments thereto, such amendments or supplements to the Collateral Vessel Mortgages (including any amendments required to maintain the Liens granted by such Collateral Vessel Mortgages), and such other action instruments or notices, as may be reasonably requested by necessary, or that the Collateral Agent. Deliver Administrative Agent or cause to be delivered to the Lender and the Collateral Agent from time may reasonably require (subject to time such other documentationany limitations that may be set forth in the Security Documents), consents, authorizations, approvals to protect and orders in form and substance reasonably satisfactory to the Lender and the Collateral Agent as the Lender and the Collateral Agent shall reasonably deem necessary to perfect or maintain preserve the Liens on the Collateral pursuant granted or purported to be granted by the Security Documents. Upon Notwithstanding the exercise by 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 United States Copyright Office, as applicable (it being understood, without limiting the foregoing, that the Borrowers and Subsidiary Guarantors shall not be obligated to take any actions to perfect any Liens in the Collateral Agent that is Intellectual Property arising, protected or otherwise existing under the Lender laws of any power, right, privilege or remedy pursuant to any Loan Document which requires any consent, approval, registration, qualification or authorization jurisdiction outside of any Governmental Authority execute and deliver all applications, certifications, instruments and other documents and papers that the Collateral Agent or the Lender may requireUnited States).

Security Interests; Further Assurances. PromptlyEach 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 Collateral Agent or the LenderGaming Authority, Borrower hereby agrees to use commercially reasonable efforts to obtain such approval), at the Borrower’s expense, execute, acknowledge and deliver, or cause the execution, acknowledgment and delivery of, and thereafter register, file or record, or cause to be registered, filed or recorded, in an appropriate governmental office, any document or instrument supplemental to or confirmatory of the Security Documents or otherwise deemed by the 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 or purported to be covered thereby (subject to any applicable provisions set forth in the Pledge 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 Liens except as permitted by than Permitted Liens. In the applicable Security Document, or obtain any consents or waivers as may be necessary or appropriate in connection therewith and shall take such other action as may be reasonably requested by the Collateral Agent. Deliver or cause to be delivered to the Lender and the Collateral Agent from time to time such other documentation, consents, authorizations, approvals and orders in form and substance reasonably satisfactory to the Lender and the Collateral Agent as the Lender and the Collateral 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 Collateral Agent or the Lender Lenders or any 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 Authority, the Credit Parties shall use commercially reasonable efforts to promptly execute and deliver all applications, certifications, instruments and other documents and papers that the Collateral Agent or the Lender Lenders may requirebe so required to obtain.