Common use of Further Assurances; Additional Security Clause in Contracts

Further Assurances; Additional Security. (a) Execute any and such further documents, financing statements, agreements and instruments, and take such further actions (including the filing and recording of financing statements, fixture filings, Mortgages and other documents and recordings of Liens in stock registries), that may be required under any applicable law, or that the Required Lenders may reasonably request, to cause the Collateral and Guarantee Requirement to be and remain satisfied, all at the expense of the Loan Parties, and provide to the Required Lenders, from time to time following the Required Lenders’ reasonable request, evidence reasonably satisfactory to the Required Lenders as to the perfection and priority of the Liens created or intended to be created in the Collateral by the Security Documents. (b) [Reserved]. (c) Promptly notify the Administrative Agent following the acquisition of, and, following the reasonable written request of the Required Lenders, grant and cause each of the Loan Parties to grant to the Collateral Agent security interests and mortgages in, such Owned Material Real Property of the Borrower or any such Loan Parties as are not covered by the original Mortgages (other than assets that (i) are subject to permitted secured financing arrangements containing restrictions permitted by Section 6.09(c), pursuant to which a Lien on such assets securing the Obligations is not permitted or (ii) are not required to become subject to the Liens of the Collateral Agent pursuant to Section 5.11(g) or the Security Documents), to the extent acquired after the Closing Date and having a value or purchase price at the time of acquisition in excess of $5,000,000 pursuant to documentation in such form as is reasonably satisfactory to the Required Lenders (each, an “Additional Mortgage”) and constituting valid and enforceable perfected Liens superior to and prior to the rights of all third persons subject to no other Liens except as are permitted by Section 6.02, at the time of perfection thereof, record or file, and cause each such Subsidiary to record or file, the Additional Mortgage or instruments related thereto in such manner and in such places as is required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Mortgages and pay, and cause each such Subsidiary to pay, all Taxes (in accordance with Section 5.03), fees and other charges payable in connection therewith, in each case subject to paragraph (g) below. With respect to each such Additional Mortgage, the Borrower shall deliver, or cause the applicable Loan Party to deliver, to the Administrative Agent contemporaneously therewith a title insurance policy or policies or marked up unconditional binder of title insurance in an amount equal to the fair market value of the Mortgaged Property, paid for by the Borrower or the applicable Loan Party, issued by a nationally recognized title insurance company insuring the Lien of each such Mortgage as a valid first Lien on the Mortgaged Property described therein, free of any other Liens except as permitted by Section 6.02 and Liens arising by operation of law, together with such endorsements, coinsurance and reinsurance as the Required Lenders may reasonably request and a survey if reasonably available with respect to property outside the United States. Additionally, if applicable, Borrower shall deliver to the Administrative Agent a completed standard “life of loan” flood hazard determination form for each property encumbered by a Mortgage, and if the property is located in an area designated by the U.S. Federal Emergency Management Agency (or any successor agency) as having special flood or mud slide hazards, (i) a notification to the Borrower (“Borrower Notice”) and (if applicable) notification to the Borrower that flood insurance coverage under the National Flood Insurance Program (“NFIP”) created by the U.S. Congress pursuant to the National Flood Insurance Act of 1968, the Flood Disaster Protection Act of 1973, the National Flood Insurance Reform Act of 1994 and the Flood Insurance Reform Act of 2004 is not available because the applicable community does not participate in the NFIP, (ii) documentation evidencing the Borrower’s receipt of the Borrower Notice (e.g., countersigned Borrower Notice, return receipt of certified U.S. Mail, or overnight delivery), and (iii) if Borrower Notice is required to be given and flood insurance is available in the community in which the property is located, a copy of one of the following: the flood insurance policy, the Borrower’s application for a flood insurance policy plus proof of premium payment, a declaration page confirming that flood insurance has been issued, or such other evidence of flood insurance reasonably satisfactory to the Required Lenders. (d) In connection with (i) the formation or acquisition of any direct or indirect Subsidiary of the Borrower that is a Domestic Subsidiary (other than an Excluded Subsidiary) or (ii) any existing direct or indirect subsidiary of the Borrower becoming a Subsidiary of the Borrower that is a Domestic Subsidiary (other than an Excluded Subsidiary), within 15 Business Days after the date of such formation, acquisition or Subsidiary becoming a Subsidiary of the Borrower that is a Domestic Subsidiary (other than an Excluded Subsidiary), notify the Administrative Agent and the Lenders thereof and, within 30 Business Days after such date or such longer period as the Administrative Agent shall agree or as set forth in the definition of Collateral and Guarantee Requirement for such class of assets, cause the Collateral and Guarantee Requirement to be satisfied with respect to such subsidiary and with respect to any Equity Interest in or Indebtedness of such subsidiary owned by or on behalf of any Loan Party, subject to Section 5.11(g). (e) [Reserved]. (i) Furnish to the Administrative Agent prompt written notice following any change (A) in any Loan Party’s corporate or organization name, (B) in any Loan Party’s identity or (C) in any Loan Party’s organizational identification number, provided, that to the extent required to maintain perfection of such Collateral, within 30 days after such change (or such later period agreed by the Administrative Agent in its discretion (acting at the direction of the Required Lenders)), the Borrower will file (or direct an agent to file on its behalf) such Uniform Commercial Code financing statements that are required in order for the Collateral Agent to continue following such change to have a valid, legal and perfected security interest such Collateral (to the extent intended to be created by the Security Documents by a filing of an “all assets” financing statement) and (ii) promptly notify the Administrative Agent if any material portion of the Collateral is damaged or destroyed. (g) The Collateral and Guarantee Requirement and the other provisions of this Section 5.11 need not be satisfied with respect to Excluded Assets. For the avoidance of doubt, and without limitation, Section 5.11 shall apply to any division of a Loan Party required to become a Loan Party pursuant to the terms of the Loan Documents and to any allocation of assets to a series of a limited liability company.

Further Assurances; Additional Security. (a) Execute any and such all further documents, financing statements, agreements and instruments, and take all such further actions (including the filing and recording of financing statements, fixture filings, Mortgages and other documents and recordings of Liens in stock registries), that may be required under any applicable law, or that the Required Lenders Administrative Agent may reasonably request, to cause the Collateral and Guarantee Requirement to be and remain satisfied, all at the expense of the Loan Parties, and provide to the Required LendersAdministrative Agent, from time to time following the Required Lenders’ upon reasonable request, evidence reasonably satisfactory to the Required Lenders Administrative Agent as to the perfection and priority of the Liens created or intended to be created in the Collateral by the Security Documents. (b) [Reserved].If any asset (other than real property) that has an individual Fair Market Value in an amount, or if purchase price therefor is, greater than $2,500,000 is acquired by Holdings, the Borrower or any other Loan Party after the Closing Date or owned by an entity at the time it becomes a Loan Party (in each case other than assets constituting Collateral under a Security Document that become subject to the Lien of such Security Document upon acquisition thereof and other than assets that (i) are subject to secured financing arrangements containing restrictions permitted by Section 6.09(c) pursuant to which a Lien on such assets securing the Obligations is not permitted or (ii) are not required to become subject to the Liens of the Administrative Agent pursuant to Section 5.11(g) or the Security Documents), cause such asset to be subjected to a Lien securing the Obligations pursuant to appropriate Security Documents and take, and cause the Loan Parties to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in paragraph (a) of this Section 5.11, all at the expense of the Loan Parties, subject to paragraph (g) below. US-DOCS\101954982.7▇▇▇▇▇▇▇▇▇.8 (c) Promptly notify the Administrative Agent following of the acquisition of, and, following upon the reasonable written request of the Required LendersAdministrative Agent, grant and cause each of the Loan Parties to grant to the Collateral Administrative Agent security interests and mortgages in, such Owned Material Real Property real property of the Borrower or any such Loan Parties as are not covered by the original Mortgages (other than assets that (i) are subject to permitted secured financing arrangements containing restrictions permitted by Section 6.09(c), pursuant to which a Lien on such assets securing the Obligations is not permitted or (ii) are not required to become subject to the Liens of the Collateral Administrative Agent pursuant to Section 5.11(g) or the Security Documents), to the extent acquired after the Closing Date and having a value or purchase price at the time of acquisition in excess of $5,000,000 2,500,000 pursuant to documentation in such form as is reasonably satisfactory to the Required Lenders Administrative Agent (each, an “Additional Mortgage”) and constituting valid and enforceable perfected Liens superior to and prior to the rights of all third persons subject to no other Liens except as are permitted by Section 6.02, at the time of perfection thereof, record or file, and cause each such Subsidiary to record or file, the Additional Mortgage or instruments related thereto in such manner and in such places as is required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Administrative Agent required to be granted pursuant to the Additional Mortgages and pay, and cause each such Subsidiary to pay, in full, all Taxes (in accordance with Section 5.03)Taxes, fees and other charges payable in connection therewith, in each case subject to paragraph (g) below. With respect to each such Additional Mortgage, the Borrower shall deliver, or cause the applicable Loan Party to deliver, to the Administrative Agent contemporaneously therewith a title insurance policy or policies or marked up unconditional binder of title insurance in an amount equal to the fair market value Fair Market Value of the Mortgaged Property, paid for by the Borrower or the applicable Loan Party, issued by a nationally recognized title insurance company insuring the Lien of each such Mortgage as a valid first Lien on the Mortgaged Property described therein, free of any other Liens except as expressly permitted by Section 6.02 and Liens arising by operation of law, together with such endorsements, coinsurance and reinsurance as the Required Lenders Administrative Agent may reasonably request and a survey if reasonably available with respect to property outside the United States. Additionally, if applicable, Borrower shall deliver to the Administrative Agent a completed standard “life of loan” flood hazard determination form for each property encumbered by a Mortgage, and if the property is located in an area designated by the U.S. Federal Emergency Management Agency (or any successor agency) as having special flood or mud slide hazards, (i) a notification to the Borrower (“Borrower Notice”) and (if applicable) notification to the Borrower that flood insurance coverage under the National Flood Insurance Program (“NFIP”) created by the U.S. Congress pursuant to the National Flood Insurance Act of 1968, the Flood Disaster Protection Act of 1973, the National Flood Insurance Reform Act of 1994 and the Flood Insurance Reform Act of 2004 is not available because the applicable community does not participate in the NFIP, (ii) documentation evidencing the Borrower’s receipt of the Borrower Notice (e.g., countersigned Borrower Notice, return receipt of certified U.S. Mail, or overnight delivery), and (iii) if Borrower Notice is required to be given and flood insurance is available in the community in which the property is located, a copy of one of the following: the flood insurance policy, the Borrower’s application for a flood insurance policy plus proof of premium payment, a declaration page confirming that flood insurance has been issued, or such other evidence of flood insurance reasonably satisfactory to the Required Lenders.Administrative Agent. US-DOCS\101954982.7▇▇▇▇▇▇▇▇▇.8 (d) In connection with (i) the formation or acquisition of any direct or indirect Subsidiary of the Borrower that is a Domestic Loan Party or Foreign Subsidiary (other than an Excluded Subsidiary) Loan Party or (ii) any existing direct or indirect subsidiary of Holdings or the Borrower becoming a Subsidiary of the Borrower that is a Domestic Loan Party or Foreign Subsidiary (other than an Excluded Subsidiary)Loan Party, within 15 ten Business Days after the date of such formation, acquisition or Subsidiary becoming a Subsidiary of the Borrower that is a Domestic Loan Party or Foreign Subsidiary (other than an Excluded Subsidiary)Loan Party, notify the Administrative Agent and the Lenders thereof and, within 30 20 Business Days after such date or such longer period as the Administrative Agent shall agree or as set forth (or, in the definition case of Collateral and Guarantee Requirement for a Foreign Subsidiary Loan Party or a Foreign Pledge Agreement, such class later date as may be the first practicable date because of assetsdelays caused by foreign legal requirements, despite diligent efforts on the part of the Loan Parties), cause the Collateral and Guarantee Requirement to be satisfied with respect to such subsidiary and with respect to any Equity Interest in or Indebtedness of such subsidiary owned by or on behalf of any Loan Party, subject to Section 5.11(g). (e) [Reserved]. (i) Furnish to the Administrative Agent prompt written notice following of any change (A) in any Loan Party’s corporate or organization name, (B) in any Loan Party’s identity or organizational structure or (C) in any Loan Party’s organizational identification number, provided, that to the extent required to maintain perfection of Borrower shall not effect or permit any such Collateralchange unless all filings have been made, or will have been made within 30 days after of such change (or such later period agreed by change, under the Administrative Agent in its discretion (acting at the direction of the Required Lenders)), the Borrower will file (or direct an agent to file on its behalf) such Uniform Commercial Code financing statements or otherwise that are required in order for the Collateral Administrative Agent to continue at all times following such change to have a valid, legal and perfected security interest such in all the Collateral for the benefit of the applicable Secured Parties (to the extent intended to be created by the Security Documents by a filing of an “all assets” financing statementDocuments) and (ii) promptly notify the Administrative Agent if any material portion of the Collateral is damaged or destroyed. (g) The Collateral and Guarantee Requirement and the other provisions of this Section 5.11 need not be satisfied with respect to Excluded Assets. For (i) any real property held by the avoidance Borrower or any of doubtthe Subsidiaries as a lessee under a lease, (ii) any Equity Interests acquired after the Closing Date in accordance with this Agreement if, and to the extent that, and for so long as (A) such Equity Interests constitute less than 100% of all applicable Equity Interests of such person and the persons holding the remainder of such Equity Interests are not Affiliates, (B) doing so would violate or require a consent (that could not be readily obtained without limitationundue burden on the Loan Parties) under applicable law or regulations or a contractual obligation binding on such Equity Interests, including with regard to any Insurance Subsidiary, after giving effect to anti- assignment provisions of the Uniform Commercial Code and (C) such law or obligation existed at the time of the acquisition thereof and was not created or made binding on such Equity Interests in contemplation of or in connection with the acquisition of such Equity Interests, (iii) any assets acquired after the Closing Date, to the extent that, and for so long as, taking such actions would violate a contractual obligation binding on such assets that existed at the time of the acquisition thereof and was not created or made binding on such assets in contemplation or in connection with the acquisition of such assets, after giving effect to anti-assignment provisions of the Uniform Commercial Code (except in the case of assets acquired with Indebtedness permitted pursuant to Section 6.01(i) that is secured by a Lien permitted pursuant to Section 6.02(i) or (j)), (iv) any Unrestricted Subsidiary or Equity Interests or assets of an US-DOCS\101954982.7▇▇▇▇▇▇▇▇▇.8 Unrestricted Subsidiary[restricted] and (v) any Subsidiary or asset with respect to which the Administrative Agent determines that the cost of the satisfaction of the Collateral and Guarantee Requirement or the provisions of this Section 5.11 with respect thereto exceeds the value of the security afforded thereby; provided, that, (i) upon the reasonable request of the Administrative Agent, Holdings and the Borrower shall, and shall apply cause any applicable Subsidiary to, use commercially reasonable efforts to have waived or eliminated any division contractual obligation of a Loan Party required to become a Loan Party pursuant the types described in clauses (ii) and (iii) above and (ii) the Administrative Agent may, in its sole discretion, allow for extensions of time for satisfaction of, and waivers with respect to the terms satisfaction of, the Collateral and Guarantee Requirement or provisions of the Loan Documents and to any allocation of assets to a series of a limited liability companythis Section 5.11.

Further Assurances; Additional Security. (a) Execute any and such all further documents, financing statements, agreements and instruments, and take all such further actions (including the filing and recording of financing statements, fixture filings, Mortgages and other documents and recordings of Liens in stock registries), that may be required under any applicable law, or that the Required Lenders Collateral Agent may reasonably request, to satisfy the Collateral and Guarantee Requirement and to cause the Collateral and Guarantee Requirement to be and remain satisfiedsatisfied (including, in connection with any collateral assignment to the Collateral Agent of the guaranteed maximum price contract with respect to the Club, the use of commercially reasonable efforts to obtain from the counterparty to such contract a customary, as determined by the Borrower in good faith, consent to such assignment or such consent that is reasonably acceptable to the Collateral Agent), all at the expense of the Loan Parties, Parties and provide to the Required LendersCollateral Agent, from time to time following the Required Lenders’ upon reasonable request, evidence reasonably satisfactory to the Required Lenders Collateral Agent as to the perfection and priority of the Liens created or intended to be created in the Collateral by the Security Documents, subject in each case to paragraph (g) below. (b) [Reserved]If any asset (other than Real Property, which is covered by paragraph (c) below) that has an individual fair market value (as determined in good faith by the Borrower) in an amount greater than $1.0 million is acquired by the Borrower or any Subsidiary Loan Party after the Closing Date, including pursuant to the contributions of the Contributed Assets (in each case other than (x) assets constituting Collateral under a Security Document that become subject to the Lien of such Security Document upon acquisition thereof and (y) assets that are not required to become subject to Liens in favor of the Collateral Agent pursuant to Section 5.10(g) or the Security Documents) will (i) as promptly as practicable notify the Collateral Agent thereof and (ii) take or cause the Subsidiary Loan Parties to take such actions as shall be reasonably requested by the Collateral Agent to grant and perfect such Liens, including actions described in paragraph (a) of this Section, all at the expense of the Loan Parties, subject to paragraph (g) below. (c) Promptly notify the Administrative Agent following of the acquisition of, and, following (which for this Section 5.10(c) shall include the reasonable written request improvement of the Required Lenders, any Real Property that was not Owned Real Property that results in it qualifying as Owned Real Property) of and will grant and cause each of the Subsidiary Loan Parties to grant to the Collateral Agent security interests and mortgages in, in such Owned Material Real Property of the Borrower or any such Subsidiary Loan Parties as are not covered by the original Mortgages (other than assets that (i) are subject to permitted secured financing arrangements containing restrictions permitted by Section 6.09(c), pursuant to which a Lien on such assets securing the Obligations is not permitted or (ii) are not required to become subject to the Liens of the Collateral Agent pursuant to Section 5.11(g) or the Security Documents)Mortgages, to the extent acquired after the Closing Date and having a value or purchase price at Date, including pursuant to the time contributions of acquisition in excess of $5,000,000 the Contributed Assets, pursuant to documentation substantially in the form of the Mortgages or in such other form as is reasonably satisfactory to the Required Lenders Collateral Agent (each, an “Additional Mortgage”) and constituting valid and enforceable perfected Liens superior to and prior to the rights of all third persons subject to no other Liens except as are permitted by Section 6.02, Permitted Liens at the time of perfection thereof, record or file, and cause each such Subsidiary Loan Party to record or file, the Additional Mortgage or instruments related thereto in such manner and in such places as is required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Mortgages and pay, and cause each such Subsidiary Loan Party to pay, in full, all Taxes (in accordance with Section 5.03)Taxes, fees and other charges payable in connection therewith, in each case subject to paragraph (g) below. With Unless otherwise waived by the Collateral Agent, with respect to each such Additional Mortgage, the Borrower shall deliver, or cause the applicable Loan Party to deliver, deliver to the Administrative Collateral Agent contemporaneously therewith a title insurance policy or policies or marked up unconditional binder of title insurance in an amount equal to the fair market value of the Mortgaged Property, paid for by the Borrower or the applicable Loan Party, issued by a nationally recognized title insurance company insuring the Lien of each such Mortgage as a valid first Lien on the Mortgaged Property described therein, free of any other Liens except as permitted by Section 6.02 and Liens arising by operation of law, together with such endorsements, coinsurance and reinsurance as the Required Lenders may reasonably request and a survey if reasonably available and otherwise comply with respect the Collateral and Guarantee Requirements applicable to property outside the United States. Additionally, if applicable, Borrower shall deliver to the Administrative Agent a completed standard “life of loan” flood hazard determination form for each property encumbered by a Mortgage, Mortgages and if the property is located in an area designated by the U.S. Federal Emergency Management Agency (or any successor agency) as having special flood or mud slide hazards, (i) a notification to the Borrower (“Borrower Notice”) and (if applicable) notification to the Borrower that flood insurance coverage under the National Flood Insurance Program (“NFIP”) created by the U.S. Congress pursuant to the National Flood Insurance Act of 1968, the Flood Disaster Protection Act of 1973, the National Flood Insurance Reform Act of 1994 and the Flood Insurance Reform Act of 2004 is not available because the applicable community does not participate in the NFIP, (ii) documentation evidencing the Borrower’s receipt of the Borrower Notice (e.g., countersigned Borrower Notice, return receipt of certified U.S. Mail, or overnight delivery), and (iii) if Borrower Notice is required to be given and flood insurance is available in the community in which the property is located, a copy of one of the following: the flood insurance policy, the Borrower’s application for a flood insurance policy plus proof of premium payment, a declaration page confirming that flood insurance has been issued, or such other evidence of flood insurance reasonably satisfactory to the Required LendersMortgaged Property. (d) In connection with (i) the formation or acquisition of If any additional direct or indirect Subsidiary of the Borrower that is formed or acquired after Closing Date, including pursuant to the contributions of the Contributed Assets and if such Subsidiary is a Wholly-Owned Domestic Subsidiary (other than an Excluded Subsidiary) or (ii) any existing direct or indirect subsidiary of the Borrower becoming a Domestic Subsidiary that is a Subsidiary of a Foreign Subsidiary and other than, at the Borrower that is a Domestic Subsidiary (other than an Excluded Borrower’s option, any Immaterial Subsidiary), within 15 ten (10) Business Days after the date of such formation, acquisition or Subsidiary becoming a Subsidiary of the Borrower that is a Wholly-Owned Domestic Subsidiary (other than an Excluded Subsidiary)is formed or acquired, notify the Administrative Collateral Agent and the Lenders thereof and, within 30 twenty (20) Business Days after the date such date Wholly-Owned Domestic Subsidiary is formed or acquired or such longer period as the Administrative Collateral Agent shall agree or as set forth in the definition of Collateral and Guarantee Requirement for such class of assetsagree, cause the Collateral and Guarantee Requirement to be satisfied with respect to such subsidiary Domestic Subsidiary and with respect to any Equity Interest in or Indebtedness of such subsidiary Domestic Subsidiary owned by or on behalf of the Borrower or any Subsidiary Loan Party, subject in each case to Section 5.11(g)paragraph (g) below. (e) [Reserved]If any additional Foreign Subsidiary of the Borrower is formed or acquired after the Closing Date, including pursuant to the contributions of the Contributed Assets and if such Subsidiary is a “first tier” Foreign Subsidiary, within ten (10) Business Days after the date such Foreign Subsidiary is formed or acquired, notify the Collateral Agent thereof and, within twenty (20) Business Days after the date such Foreign Subsidiary is formed or acquired or such longer period as the Collateral Agent shall agree, cause the Collateral and Guarantee Requirement to be satisfied with respect to any Equity Interest in such Foreign Subsidiary owned by or on behalf of the Borrower or any Subsidiary Loan Party, subject in each case to paragraph (g) below. (if) Furnish to the Administrative Collateral Agent prompt promptly (and in any event within 30 days after such change) written notice following of any change (A) in any Loan Party’s corporate or organization name, (B) in any Loan Party’s identity or organizational structure, (C) in any Loan Party’s organizational identification number, provided, number or (D) in any Loan Party’s jurisdiction of organization; provided that to the extent required to maintain perfection of such Collateral, within 30 days after Borrower shall not effect or permit any such change (unless all filings have been made, or such later period agreed by will have been made within any statutory period, under the Administrative Agent in its discretion (acting at the direction of the Required Lenders)), the Borrower will file (or direct an agent to file on its behalf) such Uniform Commercial Code financing statements or otherwise that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral for the benefit of the Secured Parties with the same priority as prior to such Collateral change (it being understood that, subject to the extent intended to be created by foregoing, any Loan Party may change the Security Documents by a filing of an “all assets” financing statement) and (ii) promptly notify the Administrative Agent if any material portion of the Collateral is damaged name under which it conducts its business or destroyedits corporate name, trade name, trademarks, brand name or other public identifiers). (g) The Collateral and Guarantee Requirement and the other provisions of this Section 5.11 5.10 and the other provisions of the Loan Documents with respect to Collateral need not be satisfied with respect to Excluded Assets. For (i) any Real Property held by the avoidance Borrower or any of doubtits Subsidiaries as a lessee under a lease or any Real Property owned in fee that is not Owned Real Property, (ii) any vehicle, (iii) cash, deposit accounts and without limitationsecurities accounts (other than the Interest Reserve Account, Section 5.11 shall apply the Club Loan Proceeds Account, the General Loan Proceeds Account and the Company Account) (it being understood and agreed (1) that the Lien of the Collateral Agent may extend to any division of a Loan Party required the assets referred to become a Loan Party in this clause (iii) pursuant to the terms of the Collateral Agreement, but that such Lien need not be perfected to the extent perfection requires any action other than the filing of customary financing statements (and all representations, warranties, covenants and other terms of the Loan Documents with respect to Collateral shall be construed accordingly) and (2) that there shall be no lockbox arrangements nor any control agreements relating to the Borrower’s and its subsidiaries’ bank accounts) (other than the Interest Reserve Account, the Club Loan Proceeds Account, the General Loan Proceeds Account and the Company Account), (iv) any Equity Interests owned on or acquired after Closing Date (other than (x) Equity Interests in the Borrower or, (y) in the case of any person which is a Wholly-Owned Subsidiary, Equity Interests in such person issued or acquired after such person became a Wholly-Owned Subsidiary) in accordance with this Agreement if, and to the extent that, and for so long as doing so would violate applicable law or regulation (including any allocation Gaming Law or regulation) or a shareholder agreement or other contractual obligation (in each case, after giving effect to Section 9-406(d), 9-407(a) or 9-408 of the Uniform Commercial Code and other applicable law) binding on such Equity Interests, (v) any assets owned on or acquired after Closing Date to the extent that, and for so long as, taking such actions would violate applicable law or regulation (including any Gaming Law or regulation) or an enforceable contractual obligation (after giving effect to Section 9-406(d), 9-407(a), 9-408 or 9-409 of the Uniform Commercial Code and other applicable law) binding on such assets that existed at the time of the acquisition thereof and was not created or made binding on such assets in contemplation or in connection with the acquisition of such assets (except in the case of assets (1) owned on Closing Date or (2) acquired after the Closing Date with Indebtedness of the type permitted pursuant to Section 6.01(i) that is secured by a series Permitted Lien) permitted by this Agreement or (vi) those assets as to which the Administrative Agent and the Borrower shall reasonably determine that the costs or other consequences of obtaining or perfecting such a limited liability companysecurity interest are excessive in relation to the value of the security to be afforded thereby. Notwithstanding anything to the contrary in this Agreement, the Collateral Agreement, or any other Loan Document, (x) the Administrative Agent may grant extensions of time for, or waive the requirements to obtain, the creation or perfection of security interests in or the 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 perfection or obtaining of such items cannot be accomplished without undue effort or expense by the time or times at which it would otherwise be required by this Agreement or the other Loan Documents, (y) Liens required to be granted from time to time pursuant to the Collateral and Guarantee Requirement and the Security Documents shall be subject to exceptions and limitations set forth in the Security Documents and, to the extent appropriate in the applicable jurisdiction, as otherwise agreed between the Administrative Agent and the Borrower and (z) the Administrative Agent and the Borrower may make such modifications to the Security Documents, and execute and/or consent to such easements, covenants, rights of way or similar instruments, as are reasonable or necessary in connection with the Site Preparation and/or otherwise in connection with the Development. (h) The Borrower shall or shall cause the applicable Subsidiary Loan Parties to take such actions set forth on Schedule 5.10(h) within the timeframes set forth for the taking of such actions on Schedule 5.10(h) (or within such longer timeframes as the Administrative Agent shall permit in its reasonable discretion) (it being understood and agreed that all representations, warranties and covenants of the Loan Documents with respect to the taking of such actions are qualified by the non-completion of such actions until such time as they are completed or required to be completed in accordance with this Section 5.10(h)).

Further Assurances; Additional Security. (a) Execute any and such all further documents, financing statements, agreements and instruments, and take all such further actions (including the filing and recording of financing statements, fixture filings, Mortgages mortgages, vessel mortgages, deeds of covenants and other documents and recordings of Liens in stock or any other registries), that may be required under any applicable law, or that the Required Lenders Collateral Agent may reasonably request, to satisfy the Collateral and Guarantee Requirement and to cause the Collateral and Guarantee Requirement to be and remain satisfied, all at the expense of the Loan PartiesBorrowers, and provide to the Required Lenders, Collateral Agent from time to time following the Required Lenders’ upon reasonable request, evidence reasonably satisfactory to the Required Lenders Collateral Agent as to the perfection and priority of the Liens created or intended to be created in the Collateral by the Security Documents. (b) [Reserved]In the event that any requirement in set forth in Section 4.02(d) (without giving effect to the proviso thereto) has not been satisfied in full on or prior to the Closing Date, use commercially reasonable efforts to cause such requirement to be satisfied as promptly as practicable after the Closing Date and, in any event, cause all such requirements to be satisfied not later than 60 days following the Closing Date (or such later date as the Administrative Agent may agree as a result of delays despite diligent efforts). (c) Promptly notify Within five Business Days after the Additional Subsidiary Guarantor Accession Trigger Date in respect of any Additional Subsidiary Guarantor, ensure that the Borrower Representative shall, and shall cause such Additional Subsidiary Guarantor to, execute and deliver an Additional Subsidiary Guarantor Accession Supplement to the Administrative Agent following the acquisition of, and, following the reasonable written request of the Required Lenders, grant and cause each of the Loan Parties to grant to the Collateral Agent security interests and mortgages in, such Owned Material Real Property of the Borrower or any such Loan Parties as are not covered by the original Mortgages (other than assets that together with (i) are subject the documents that such Additional Subsidiary Guarantor would have been required to permitted secured financing arrangements containing restrictions permitted by deliver pursuant to Section 6.09(c4.02(c), pursuant to which (m), (n) and (o), mutatis mutandis, had it been a Lien Loan Party on such assets securing the Obligations is not permitted Closing Date, in each case certified or otherwise in the form required thereunder, (ii) if such Additional Subsidiary Guarantor offers to provide collateral security for the Obligations and/or the Equity Interests in such Additional Subsidiary Guarantor are not required offered to become subject be pledged by any direct parent thereof as security for the Obligations, such additional deliverables substantially consistent with the Collateral and Guarantee Requirement (had such collateral been included as security on the Closing Date) as the Administrative Agent shall reasonably request, (iii) favorable written opinions from New York counsel and counsel in the jurisdiction in which such Additional Subsidiary Guarantor is formed, in each case reasonably satisfactory to the Liens of Administrative Agent and covering such matters relating to such Additional Subsidiary Guarantor, its Additional Subsidiary Guarantor Accession Supplement and its accession to the Collateral Loan Documents as the Administrative Agent shall reasonably request, (iv) to the extent available and not previously provided pursuant to Section 5.11(g) or the Security Documents9.11 (if applicable), audited financial statements for the last three fiscal years of such Additional Subsidiary Guarantor and quarterly unaudited financial statements, mandatory statutory accounts and/or interim management accounts from the date of the most recent audited financial statements available through the date of delivery, and (v) copies of each consent authorization, acknowledgement, approval or similar item from or issued by any Governmental Authority or any other third party required in connection with such Additional Subsidiary Guarantor’s execution and delivery of its Additional Subsidiary Guarantor Accession Supplement and its performance thereunder and under the Loan Documents to the extent which it will thereafter be a party. (d) If any Subsidiary is formed or acquired after the Closing Date and having such Subsidiary would constitute an Additional Subsidiary Guarantor but for the fact that such Subsidiary’s provision of a value Guarantee of the Obligations would violate in any material respect such Subsidiary’s organizational documents or purchase price at any material written agreement to which such Subsidiary is a party, ensure that the time Borrowers use their best efforts to remove such restriction, including obtaining any necessary third party consents. (e) As a condition precedent to the occurrence of acquisition any of the transactions permitted under paragraphs (j) and (k) of Section 6.05 or any other transaction effecting a change in excess the holder of $5,000,000 pursuant to documentation any Equity Interests in a Subsidiary Borrower, ensure that each resulting new holder of any Equity Interests in such form as is reasonably Subsidiary Borrower shall have executed and delivered to the Administrative Agent a replacement Subsidiary Borrower Pledge Agreement (or other documentation satisfactory to the Required Lenders Administrative Agent evidencing such new holder’s pledge of all Equity Interests in such Subsidiary Borrower) prior to or not later than simultaneously with the occurrence of the relevant transaction, together with (eachi) to the extent requested by the Administrative Agent, favorable written opinions of counsel covering the enforceability of such replacement Subsidiary Borrower Pledge Agreement or other documentation and such other matters as the Administrative Agent may reasonably request and (ii) delivery to the Collateral Agent of any certificates or other instruments (if any) representing such Equity Interests. (f) Provide not less than 60 days prior written notice of any Borrower’s intent to re-register any Mortgaged Vessel under the laws of a Permitted Flag Jurisdiction other than the jurisdiction in which such Mortgaged Vessel was registered on the Closing Date (or any subsequent re-registration permitted by this Agreement); and, as conditions precedent to any such re-registration, the relevant Borrower shall promptly grant to the Collateral Agent a security interest in and deliver an “Additional Mortgage”) and constituting acceptable vessel mortgage governed by the laws of the new Permitted Flag Jurisdiction together with any deed of covenants, mortgage supplement or other customary related supplementary documentation, which vessel mortgage together with any such supplementary documentation shall constitute a valid and enforceable perfected Liens superior first priority Lien subject only to and prior Permitted Liens. Subject to the rights terms of all third persons subject to no other Liens except the Intercreditor Agreement, such vessel mortgage and supplementary documentation shall be duly registered, filed or recorded, as are permitted by Section 6.02appropriate, at the time of perfection thereof, record or file, and cause each such Subsidiary to record or file, the Additional Mortgage or instruments related thereto in such manner and in such places as is are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Mortgages such vessel mortgage and pay, supplementary documentation and cause each such Subsidiary to pay, all Taxes (in accordance with Section 5.03)taxes, fees and other charges payable in connection therewith, therewith shall be paid by such Borrower in each case subject to paragraph (g) belowfull. With respect to each such Additional Mortgage, the Such Borrower shall deliver, or cause the applicable Loan Party to deliver, otherwise take such other actions and execute and/or deliver to the Administrative Collateral Agent contemporaneously therewith a title insurance policy or policies or marked up unconditional binder such other documents as the Collateral Agent shall require in its reasonable discretion to confirm the validity, perfection and priority of title insurance in an amount equal to the fair market value of the Mortgaged Property, paid for by the Borrower or the applicable Loan Party, issued by a nationally recognized title insurance company insuring the Lien of each such Mortgage as a valid first Lien on the Mortgaged Property described therein, free of any other Liens except as permitted by Section 6.02 new vessel mortgage and Liens arising by operation of law, together with such endorsements, coinsurance and reinsurance as the Required Lenders may reasonably request and a survey if reasonably available with respect to property outside the United States. Additionally, if applicable, Borrower shall deliver any related supplementary documentation (including an opinion from local counsel acceptable to the Administrative Agent a completed standard “life of loan” flood hazard determination Collateral Agent, which opinion is in form for each property encumbered by a Mortgage, and if the property is located in an area designated by the U.S. Federal Emergency Management Agency (or any successor agency) as having special flood or mud slide hazards, (i) a notification to the Borrower (“Borrower Notice”) and (if applicable) notification to the Borrower that flood insurance coverage under the National Flood Insurance Program (“NFIP”) created by the U.S. Congress pursuant to the National Flood Insurance Act of 1968, the Flood Disaster Protection Act of 1973, the National Flood Insurance Reform Act of 1994 and the Flood Insurance Reform Act of 2004 is not available because the applicable community does not participate in the NFIP, (ii) documentation evidencing the Borrower’s receipt of the Borrower Notice (e.g., countersigned Borrower Notice, return receipt of certified U.S. Mail, or overnight delivery), and (iii) if Borrower Notice is required to be given and flood insurance is available in the community in which the property is located, a copy of one of the following: the flood insurance policy, the Borrower’s application for a flood insurance policy plus proof of premium payment, a declaration page confirming that flood insurance has been issued, or such other evidence of flood insurance substance reasonably satisfactory to the Required Lenders. (d) In connection with (i) the formation or acquisition of any direct or indirect Subsidiary of the Borrower that is a Domestic Subsidiary (other than an Excluded Subsidiary) or (ii) any existing direct or indirect subsidiary of the Borrower becoming a Subsidiary of the Borrower that is a Domestic Subsidiary (other than an Excluded Subsidiary), within 15 Business Days after the date Collateral Agent in respect of such formation, acquisition or Subsidiary becoming a Subsidiary of the Borrower that is a Domestic Subsidiary (other than an Excluded Subsidiaryvessel mortgage and any related supplementary documentation), notify the Administrative Agent and the Lenders thereof and, within 30 Business Days after such date or such longer period as the Administrative Agent shall agree or as set forth in the definition of Collateral and Guarantee Requirement for such class of assets, cause the Collateral and Guarantee Requirement to be satisfied with respect to such subsidiary and with respect to any Equity Interest in or Indebtedness of such subsidiary owned by or on behalf of any Loan Party, subject to Section 5.11(g). (e) [Reserved]. (i) Furnish to the Administrative Collateral Agent prompt written notice following of any change (A) in any Loan Party’s or Material Subsidiary’s corporate or organization name, (B) in any Loan Party’s or Material Subsidiary’s identity or organizational structure or (C) in any Loan Party’s or Material Subsidiary’s organizational identification number, provided, ; provided that to the extent required to maintain perfection of such Collateral, within 30 days after no Loan Party shall effect or permit any such change (unless all filings have been made, or such later period agreed by will have been made within any statutory period, under the Administrative Agent in its discretion (acting at the direction of the Required Lenders)), the Borrower will file (or direct an agent to file on its behalf) such Uniform Commercial Code financing statements or other applicable law that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected security interest such in all the Collateral (to for the extent benefit of the Secured Parties with the priority intended to be created by under the Security Documents by a filing of an “all assets” financing statement) Collateral and Guarantee Requirement and (ii) promptly notify the Administrative Collateral Agent if any material portion of the Collateral is damaged or destroyed. (g) The Collateral and Guarantee Requirement and the other provisions of this Section 5.11 need not be satisfied with respect to Excluded Assets. For the avoidance of doubt, and without limitation, Section 5.11 shall apply to any division of a Loan Party required to become a Loan Party pursuant to the terms of the Loan Documents and to any allocation of assets to a series of a limited liability company.

Further Assurances; Additional Security. (a) Execute any and such further documents, financing statements, agreements and instruments, and take such further actions (including the filing and recording of financing statements, fixture filings, Mortgages and other documents and recordings of Liens in stock registries), that may be required under any applicable law, or that the Required Lenders Administrative Agent or Collateral Agent may reasonably request, to cause the Collateral and Guarantee Requirement to be and remain satisfied, all at the expense of the Loan Parties, and provide to the Required LendersAdministrative Agent, from time to time following the Required Lenders’ Administrative Agent’s reasonable request, evidence reasonably satisfactory to the Required Lenders Administrative Agent as to the perfection and priority of the Liens created or intended to be created in the Collateral by the Security Documents. (b) [Reserved]. (c) Promptly notify the Administrative Agent following the acquisition of, and, following the reasonable written request of the Required LendersAdministrative Agent, grant and cause each of the Loan Parties to grant to the Collateral Agent security interests and mortgages in, such Owned Material Real Property of the Borrower or any such Loan Parties as are not covered by the original Mortgages (other than assets that (i) are subject to permitted secured financing arrangements containing restrictions permitted by Section 6.09(c), pursuant to which a Lien on such assets securing the Obligations is not permitted or (ii) are not required to become subject to the Liens of the Collateral Agent pursuant to Section 5.11(g) or the Security Documents), to the extent acquired after the Closing Date and having a value or purchase price at the time of acquisition in excess of $5,000,000 pursuant to documentation in such form as is reasonably satisfactory to the Required Lenders Administrative Agent (each, an “Additional Mortgage”) and constituting valid and enforceable perfected Liens superior to and prior to the rights of all third persons subject to no other Liens except as are permitted by Section 6.02, at the time of perfection thereof, record or file, and cause each such Subsidiary to record or file, the Additional Mortgage or instruments related thereto in such manner and in such places as is required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Mortgages and pay, and cause each such Subsidiary to pay, all Taxes (in accordance with Section 5.03), fees and other charges payable in connection therewith, in each case subject to paragraph (g) below. With respect to each such Additional Mortgage, the Borrower shall deliver, or cause the applicable Loan Party to deliver, to the Administrative Agent contemporaneously therewith a title insurance policy or policies or marked up unconditional binder of title insurance in an amount equal to the fair market value of the Mortgaged Property, paid for by the Borrower or the applicable Loan Party, issued by a nationally recognized title insurance company insuring the Lien of each such Mortgage as a valid first Lien on the Mortgaged Property described therein, free of any other Liens except as permitted by Section 6.02 and Liens arising by operation of law, together with such endorsements, coinsurance and reinsurance as the Required Lenders Administrative Agent may reasonably request and a survey if reasonably available with respect to property outside the United States. Additionally, if applicable, Borrower shall deliver to the Administrative Agent a completed standard “life of loan” flood hazard determination form for each property encumbered by a Mortgage, and if the property is located in an area designated by the U.S. Federal Emergency Management Agency (or any successor agency) as having special flood or mud slide hazards, (i) a notification to the Borrower (“Borrower Notice”) and (if applicable) notification to the Borrower that flood insurance coverage under the National Flood Insurance Program (“NFIP”) created by the U.S. Congress pursuant to the National Flood Insurance Act of 1968, the Flood Disaster Protection Act of 1973, the National Flood Insurance Reform Act of 1994 and the Flood Insurance Reform Act of 2004 is not available because the applicable community does not participate in the NFIP, (ii) documentation evidencing the Borrower’s receipt of the Borrower Notice (e.g., countersigned Borrower Notice, return receipt of certified U.S. Mail, or overnight delivery), and (iii) if Borrower Notice is required to be given and flood insurance is available in the community in which the property is located, a copy of one of the following: the flood insurance policy, the Borrower’s application for a flood insurance policy plus proof of premium payment, a declaration page confirming that flood insurance has been issued, or such other evidence of flood insurance reasonably satisfactory to the Required LendersAdministrative Agent. (d) In connection with (i) the formation or acquisition of any direct or indirect Subsidiary of the Borrower that is a Domestic Subsidiary (other than an Excluded Subsidiary) or (ii) any existing direct or indirect subsidiary of the Borrower becoming a Subsidiary of the Borrower that is a Domestic Subsidiary (other than an Excluded Subsidiary), within 15 Business Days after the date of such formation, acquisition or Subsidiary becoming a Subsidiary of the Borrower that is a Domestic Subsidiary (other than an Excluded Subsidiary), notify the Administrative Agent and the Lenders thereof and, within 30 Business Days after such date or such longer period as the Administrative Agent shall agree or as set forth in the definition of Collateral and Guarantee Requirement for such class of assets, cause the Collateral and Guarantee Requirement to be satisfied with respect to such subsidiary and with respect to any Equity Interest in or Indebtedness of such subsidiary owned by or on behalf of any Loan Party, subject to Section 5.11(g). (e) [Reserved]. (i) Furnish to the Administrative Agent prompt written notice following any change (A) in any Loan Party’s corporate or organization name, (B) in any Loan Party’s identity or (C) in any Loan Party’s organizational identification number, provided, that to the extent required to maintain perfection of such Collateral, within 30 days after such change (or such later period agreed by the Administrative Agent in its discretion (acting at the direction of the Required Lenders)Permitted Discretion), the Borrower will file (or direct an agent to file on its behalf) such Uniform Commercial Code financing statements that are required in order for the Collateral Agent to continue following such change to have a valid, legal and perfected security interest such Collateral (to the extent intended to be created by the Security Documents by a filing of an “all assets” financing statement) and (ii) promptly notify the Administrative Agent if any material portion of the Collateral is damaged or destroyed. (g) The Collateral and Guarantee Requirement and the other provisions of this Section 5.11 need not be satisfied with respect to Excluded Assets. For the avoidance of doubt, and without limitation, Section 5.11 shall apply to any division of a Loan Party required to become a Loan Party pursuant to the terms of the Loan Documents and to any allocation of assets to a series of a limited liability company.