Common use of Additional Credit Parties Clause in Contracts

Additional Credit Parties. Upon (i) any Credit Party creating or acquiring any Subsidiary that is a Wholly Owned Restricted Subsidiary (other than any Excluded Subsidiary) after the Closing Date, (ii) any Wholly Owned Restricted Subsidiary of a Credit Party ceasing to be an Excluded Subsidiary (including, without limitation, an Immaterial Subsidiary being designated pursuant to Section 9.13 as an Excluded Immaterial Subsidiary) or (iii) any Revocation that results in an Unrestricted Subsidiary becoming a Wholly Owned Restricted Subsidiary (other than any Excluded Subsidiary) of a Credit Party (such Wholly Owned Restricted Subsidiary referenced in clause (i), (ii) or (iii) above, an “Additional Credit Party”), such Credit Party shall, assuming and to the extent that it does not violate any Gaming Law or assuming and to the extent it obtains the approval of the Gaming Authority to the extent such approval is required by applicable Gaming Laws (which Borrower hereby agrees to use commercially reasonable efforts to obtain), (A) cause each such Wholly Owned Restricted Subsidiary to promptly (but in any event within 45 days (or 95 days, in the event of any Discharge of any Indebtedness in connection with the acquisition of any such Subsidiary) after the later of such event described in clause (i), (ii) or (iii) above or receipt of such approval (or such longer period of time as Administrative Agent may agree to in its sole discretion), execute and deliver all such agreements, guarantees, documents and certificates (including Joinder Agreements, any amendments to the Credit Documents, lien searches and a Perfection Certificate) as Administrative Agent may reasonably request in order to have such Wholly Owned Restricted Subsidiary become a Guarantor and (B)(I) execute and deliver to Collateral Agent such amendments to or additional Security Documents as Collateral Agent deems necessary or advisable in order to grant to Collateral Agent for the benefit of the Secured Parties, a perfected security interest in the Equity Interests of such Additional Credit Party which are owned by any Credit Party and required to be pledged pursuant to the Security Agreement, (II) deliver to Collateral Agent the certificates (if any) representing such Equity Interests together with in the case of such Equity Interests, undated stock powers endorsed in blank, (III) cause such Additional Credit Party to take such actions necessary or advisable (including executing and delivering a Joinder Agreement) to grant to Collateral Agent for the benefit of the Secured Parties, a perfected security interest in the collateral described in (subject to any requirements set forth in the Security Agreement with respect to limitations on grant of security interests in certain types of assets or Pledged Collateral and limitations or exclusions from the requirement to perfect Liens on such Pledged Collateral and excluding acts with respect to perfection of security interests and Liens not required under, or excluded from the requirements under, the Security Agreement) the Security Agreement and all other Property (limited, in the case of any first-tier Foreign Subsidiary that is a CFC or any CFC Holdco, to 65% of the voting Equity Interests and 100% of the non-voting Equity Interests of such Foreign Subsidiary or CFC Holdco) of such Additional Credit Party in accordance with the provisions of Section 9.08 hereof with respect to such Additional Credit Party, or as necessary under applicable law or as may be reasonably requested by Collateral Agent, and (IV) deliver to Collateral Agent all legal opinions reasonably requested by Collateral Agent with respect to such Additional Credit Party relating to the matters described above covering matters similar to those covered in the opinions delivered on the Closing Date; provided, however, that Borrower shall use its commercially reasonable efforts to obtain such approvals for any Mortgage(s) and Lien(s) (including pledge of the Equity Interests of such Subsidiary) to be granted by such Additional Credit Party and for the Guarantee of such Additional Credit Party as soon as reasonably practicable. All of the foregoing actions shall be at the sole cost and expense of the Credit Parties. Notwithstanding the foregoing in this Section 9.11 to the contrary, it is understood and agreed that no Lien(s), Mortgage(s) and/or Guarantee of the applicable Additional Credit Party shall be required to be granted or delivered at such time as provided in the paragraph above in this Section 9.11 as a result of such Lien(s), Mortgage(s) and/or Guarantee being prohibited (i) by the applicable Gaming Authorities, any other applicable Governmental Authorities or applicable Law; provided, however, that Borrower has used its commercially reasonable efforts to obtain such approvals for such Lien(s), Mortgage(s) and/or Guarantee or (ii) any Contractual Obligation (except to the extent superseded by the applicable provisions of the UCC).

Additional Credit Parties. Upon (ia) At any Credit Party creating or acquiring any Subsidiary that is time a Wholly Owned Restricted Subsidiary (other than any Excluded Subsidiary) after the Closing Date, (ii) any Wholly Owned Restricted Subsidiary of the Borrowers that (1) is not a Credit Party ceasing becomes the owner (or ground lessee under an Eligible Ground Lease) of Property that the Borrowers determine to be an Excluded Subsidiary (including, without limitation, an Immaterial Subsidiary being designated pursuant to Section 9.13 treat as an Excluded Immaterial Unencumbered Property, Unencumbered Eligible Land or Unencumbered Construction-in-Process and (2) is not an Eligible Subsidiary) or (iii) any Revocation that results in an Unrestricted Subsidiary becoming a Wholly Owned Restricted Subsidiary (other than any Excluded Subsidiary) of a Credit Party (such Wholly Owned Restricted Subsidiary referenced in clause (i), (ii) or (iii) above, an “Additional Credit Party”), such Credit Party shall, assuming the Borrowers shall notify the Administrative Agent and to the extent that it does not violate any Gaming Law or assuming and to the extent it obtains the approval of the Gaming Authority to the extent such approval is required by applicable Gaming Laws (which Borrower hereby agrees to use commercially reasonable efforts to obtain), (A) cause each such Wholly Owned Restricted Subsidiary to promptly thereafter (but in any event within 45 30 days (or 95 days, in the event of any Discharge of any Indebtedness in connection with the acquisition of any after such Subsidiaryevent) after the later of such event described in clause Subsidiary shall: (i), ) execute a Guaranty in substantially the form of Exhibit 7.12(a) and (ii) or (iii) above or receipt of deliver such approval (or such longer period of time other documentation as Administrative Agent may agree to in its sole discretion), execute and deliver all such agreements, guarantees, documents and certificates (including Joinder Agreements, any amendments to the Credit Documents, lien searches and a Perfection Certificate) as Administrative Agent may reasonably request in order connection with the foregoing, including, without limitation, information regarding the real property owned by such Person, certified resolutions and other organizational and authorizing documents of such Person and favorable opinions of counsel to have such Wholly Owned Restricted Subsidiary become a Guarantor Person (which shall cover, among other things, the legality, validity, binding effect and (B)(I) execute and deliver to Collateral Agent such amendments to or additional Security Documents as Collateral Agent deems necessary or advisable in order to grant to Collateral Agent for the benefit enforceability of the Secured Partiesdocumentation referred to above), a perfected security interest all in the Equity Interests of such Additional Credit Party which are owned by any Credit Party form, content and required to be pledged pursuant scope reasonably satisfactory to the Security Agreement, (II) deliver to Collateral Agent the certificates (if any) representing such Equity Interests together with in the case of such Equity Interests, undated stock powers endorsed in blank, (III) cause such Additional Credit Party to take such actions necessary or advisable (including executing and delivering a Joinder Agreement) to grant to Collateral Agent for the benefit of the Secured Parties, a perfected security interest in the collateral described in (subject to any requirements set forth in the Security Agreement with respect to limitations on grant of security interests in certain types of assets or Pledged Collateral and limitations or exclusions from the requirement to perfect Liens on such Pledged Collateral and excluding acts with respect to perfection of security interests and Liens not required under, or excluded from the requirements under, the Security Agreement) the Security Agreement and all other Property (limited, in the case of any first-tier Foreign Subsidiary that is a CFC or any CFC Holdco, to 65% of the voting Equity Interests and 100% of the non-voting Equity Interests of such Foreign Subsidiary or CFC Holdco) of such Additional Credit Party in accordance with the provisions of Section 9.08 hereof with respect to such Additional Credit Party, or as necessary under applicable law or as may be reasonably requested by Collateral Administrative Agent, and (IV) deliver to Collateral Agent all legal opinions reasonably requested by Collateral Agent with respect to such Additional Credit Party relating to the matters described above covering matters similar to those covered in the opinions delivered on the Closing Date; provided, however, that Borrower shall use its commercially reasonable efforts to obtain such approvals for any Mortgage(s) and Lien(s) (including pledge of the Equity Interests of such Subsidiary) to be granted by such Additional Credit Party and for the Guarantee of such Additional Credit Party as soon as reasonably practicable. All of the foregoing actions shall be at the sole cost and expense of the Credit Parties. Notwithstanding the foregoing in this Section 9.11 to the contrary, it It is understood and agreed that no Lien(sin the event any Subsidiary provides a Guaranty hereunder, it may also guaranty Indebtedness under the Other Term Loan Agreements, the Revolving Credit Agreement, and the Indenture. (b) From time to time the Borrowers may request that the Administrative Agent, on behalf of the Lenders, accept one or more Limited Partner Guaranties from unit holders of Borrowers, in substantially the form of Exhibit 7.12(b), Mortgage(s) and/or Guarantee as further inducement to the Lenders for providing the Loans hereunder, and promptly upon receipt of such request and the applicable Limited Partner Guaranty the Administrative Agent shall execute and deliver such Limited Partner Guaranty, as shall reasonably be requested, to reflect acceptance of delivery of such Limited Partner Guaranty on behalf of the applicable Additional Credit Party Lenders. No Limited Partner Guaranty shall be required to be granted or delivered at such time as provided in affect the paragraph above in this Section 9.11 as a result of such Lien(s), Mortgage(s) and/or Guarantee being prohibited (i) by the applicable Gaming Authorities, any other applicable Governmental Authorities or applicable Law; provided, however, that Borrower has used its commercially reasonable efforts to obtain such approvals for such Lien(s), Mortgage(s) and/or Guarantee or (ii) any Contractual Obligation (except to the extent superseded by the applicable provisions obligations of the UCC)Borrowers hereunder.

Additional Credit Parties. Upon Any direct or indirect Subsidiary formed or acquired after the Closing Date (i) including by division of any Credit Party creating or acquiring existing limited liability company pursuant to a “plan of division” under the Delaware Limited Liability Company Act), and any Subsidiary that is a Wholly Owned Restricted Subsidiary (other than any Excluded Subsidiary) after the Closing Date, (ii) any Wholly Owned Restricted Subsidiary of a Credit Party ceasing to be no longer an Excluded Subsidiary (including, without limitation, an Immaterial Subsidiary being designated pursuant to Section 9.13 the terms of the definition thereof, shall be subject to the following requirements: (a) within 15 calendar days of such event, the Credit Parties will cause to be delivered to Administrative Agent each of the following, as an Excluded Immaterial Subsidiary) or (iii) any Revocation that results applicable, in an Unrestricted Subsidiary becoming a Wholly Owned Restricted Subsidiary (other than any Excluded Subsidiary) of a Credit Party (such Wholly Owned Restricted Subsidiary referenced in clause each case reasonably acceptable to Administrative Agent and, as applicable, duly executed by the parties thereto: (i), (ii) or (iii) above, an “Additional Credit Party”), within 15 calendar days of such Credit Party shall, assuming and to the extent that it does not violate any Gaming Law or assuming and to the extent it obtains the approval of the Gaming Authority to the extent such approval is required by applicable Gaming Laws (which Borrower hereby agrees to use commercially reasonable efforts to obtain)event, (A) cause each a Credit Agreement Joinder pursuant to which such Wholly Owned Restricted Subsidiary shall become, as elected by Administrative Agent and Required Lenders, a Borrower or a Guarantor, together with other Credit Documents requested by Administrative Agent, including all Security Documents and other documents requested by Administrative Agent to promptly establish and preserve the Lien of Collateral Agent in all assets of such Subsidiary; (but in any event within 45 days B) UCC financing statements, Documents (or 95 days, as defined in the event UCC) and original collateral (including pledged Capital Stock, other securities and Instruments (as defined in the UCC)) and such other documents and agreements as may be reasonably requested by Administrative Agent, all as necessary or desirable to establish and maintain a valid, perfected Lien in all assets in which such Subsidiary has an interest; and (C) current copies of any Discharge the Organization Documents of any Indebtedness in connection with the acquisition of any such Subsidiary, resolutions of the board, other governing body thereof, or appropriate committees thereof (and, if required by such Organization Documents or applicable law, of the shareholders, members or partners) after the later of such event Person authorizing the actions and the execution and delivery of documents described in clause (i)this Section 8.08, (ii) or (iii) above or receipt of such approval (or such longer period of time all certified by an appropriate officer as Administrative Agent may agree elect, and (ii) within 30 calendar days of such event, an opinion of counsel to in its sole discretion), execute and deliver all such agreements, guarantees, documents and certificates (including Joinder Agreements, any amendments Subsidiary addressed to the Credit Documents, lien searches and a Perfection Certificate) as Administrative Agent may and the Lenders, in form and substance reasonably request in order acceptable to have such Wholly Owned Restricted Subsidiary become a Guarantor and (B)(I) execute and deliver Administrative Agent. The Credit Parties will promptly pledge to Collateral Agent such amendments to or additional Security Documents as Collateral Agent deems necessary or advisable in order to grant to Collateral Agent Agent, for the benefit of the Secured Parties, (x) all the Capital Stock of each Subsidiary held by a perfected security interest in Credit Party, and (y) any promissory notes executed after the Equity Interests of such Additional Credit Party which are owned by Closing Date evidencing Indebtedness owing to any Credit Party and required in an amount of $250,000 or more for any one promissory note or $500,000 in the aggregate for all such promissory notes, in each case, to be pledged pursuant to the extent not automatically constituting Collateral under the Security Agreement, ; and (II) deliver to Collateral Agent the certificates (if any) representing such Equity Interests together with in the case of such Equity Interests, undated stock powers endorsed in blank, (III) cause such Additional Credit Party to take such actions necessary or advisable (including executing and delivering a Joinder Agreement) to grant to Collateral Agent for the benefit of the Secured Parties, a perfected security interest in the collateral described in (subject to any requirements set forth in the Security Agreement with respect to limitations on grant of security interests in certain types of assets or Pledged Collateral and limitations or exclusions from the requirement to perfect Liens on such Pledged Collateral and excluding acts with respect to perfection of security interests and Liens not required under, or excluded from the requirements under, the Security Agreementb) the Security Agreement Credit Parties and all other Property (limited, in the case of any first-tier Foreign each Subsidiary that is a CFC or any CFC Holdco, to 65% of the voting Equity Interests and 100% of the non-voting Equity Interests of such Foreign Subsidiary or CFC Holdco) of such Additional Credit Party in accordance shall otherwise comply with the provisions of Section 9.08 hereof with respect to such Additional Credit Party, or as necessary under applicable law or as may be reasonably requested by Collateral Agent, and (IV) deliver to Collateral Agent all legal opinions reasonably requested by Collateral Agent with respect to such Additional Credit Party relating to the matters described above covering matters similar to those covered in the opinions delivered on the Closing Date; provided, however, that Borrower shall use its commercially reasonable efforts to obtain such approvals for any Mortgage(s) and Lien(s) (including pledge of the Equity Interests of such Subsidiary) to be granted by such Additional Credit Party and for the Guarantee of such Additional Credit Party as soon as reasonably practicable. All of the foregoing actions shall be at the sole cost and expense of the Credit Parties. Notwithstanding the foregoing in this Section 9.11 to the contrary, it is understood and agreed that no Lien(s), Mortgage(s) and/or Guarantee of the applicable Additional Credit Party shall be required to be granted or delivered at such time as provided in the paragraph above in this Section 9.11 as a result of such Lien(s), Mortgage(s) and/or Guarantee being prohibited (i) by the applicable Gaming Authorities, any other applicable Governmental Authorities or applicable Law; provided, however, that Borrower has used its commercially reasonable efforts to obtain such approvals for such Lien(s), Mortgage(s) and/or Guarantee or (ii) any Contractual Obligation (except to the extent superseded by the applicable provisions of the UCC)8.10.

Additional Credit Parties. Upon (i) any Credit Party creating or acquiring any Subsidiary that is a Wholly Owned Restricted Subsidiary (other than any Excluded Subsidiary) Within 30 days after the Closing Date, (ii) any Wholly Owned Restricted Subsidiary of a Credit Party ceasing to be an Excluded Subsidiary (including, without limitation, an Immaterial Subsidiary being designated date the officer's certificate is due pursuant to Section 9.13 as an Excluded Immaterial Subsidiary7.1(c), the Borrower shall cause (a) or each Person who is a Material Domestic Subsidiary who is not already a Guarantor to execute a Joinder Agreement in substantially the form of Exhibit 7.12, (iiib) any Revocation itself and each Domestic Subsidiary that results in an Unrestricted directly owns a Material First Tier Foreign Subsidiary becoming to pledge 65% of the Voting Stock of such Material First Tier Foreign Subsidiary pursuant to a Wholly Owned Restricted Pledge Agreement (to the extent 65% of the Voting Stock of such Material First Tier Foreign Subsidiary (other than any Excluded Subsidiary) of a Credit Party (such Wholly Owned Restricted Subsidiary referenced in clause (iwas not previously pledged), (iic) or itself and each Material Domestic Subsidiary that has loaned money to a Non-Material Domestic Subsidiary to evidence such loan by an enforceable promissory note and to deliver such promissory note, together with a Collateral Assignment of Note and endorsement thereto (iii) above, an “Additional Credit Party”), such Credit Party shall, assuming and to the extent that it does not violate any Gaming Law or assuming and to the extent it obtains the approval of the Gaming Authority to the extent such approval is required by applicable Gaming Laws (which Borrower hereby agrees to use commercially reasonable efforts to obtainpreviously delivered), (Ad) cause each such Wholly Owned Restricted Subsidiary other Persons to promptly execute Joinder Agreements or pledge Voting Stock as required by Section 7.15, and (but in any event within 45 days (or 95 days, in e) deliver such other documentation as the event of any Discharge of any Indebtedness in connection with the acquisition of any such Subsidiary) after the later of such event described in clause (i), (ii) or (iii) above or receipt of such approval (or such longer period of time as Administrative Agent may agree to in its sole discretion), execute and deliver all such agreements, guarantees, documents and certificates (including Joinder Agreements, any amendments to the Credit Documents, lien searches and a Perfection Certificate) as Administrative Agent may reasonably request in order connection with the foregoing, including, without limitation, (i) appropriate certified resolutions and other organizational and authorizing documents of such Person, (ii) favorable opinions of counsel to have such Wholly Owned Restricted Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above), all in form, content and scope reasonably satisfactory to the Administrative Agent, and (iii) stock certificates with stock powers executed in blank or evidence of perfection (which may include opinions) regarding uncertificated securities and/or original promissory notes with executed endorsements attached thereto. The Lenders agree that within 30 days after receipt of reasonably sufficient evidence that (x) a Domestic Subsidiary become ceases to be a Material Domestic Subsidiary or (y) a Material First Tier Foreign Subsidiary ceases to be a First Tier Foreign Subsidiary or ceases to be a Material Foreign Subsidiary, then either such Domestic Subsidiary shall be released from its obligations as a Guarantor and (B)(I) execute and deliver to Collateral Agent such amendments to or additional Security Documents as Collateral Agent deems necessary or advisable in order to grant to Collateral Agent for the benefit of the Secured Parties, a perfected security interest in the Equity Interests of such Additional Credit Party which are owned by any Credit Party and required to be pledged pursuant to the Security Agreement, (II) deliver to Collateral Agent the certificates (if any) representing such Equity Interests together with in the case of such Equity Interests, undated stock powers endorsed in blank, (III) cause such Additional Credit Party to take such actions necessary or advisable (including executing and delivering a Joinder Agreement) to grant to Collateral Agent for the benefit of the Secured Parties, a perfected security interest in the collateral described in (subject to any requirements set forth in the Security Agreement with respect to limitations on grant of security interests in certain types of assets or Pledged Collateral and limitations or exclusions from the requirement to perfect Liens on such Pledged Collateral and excluding acts with respect to perfection of security interests and Liens not required under, or excluded from the requirements under, the Security Agreement) the Security Agreement and all other Property (limited, in the case of any first-tier Foreign Subsidiary that is a CFC or any CFC Holdco, to 65% of the voting Equity Interests and 100% of the non-voting Equity Interests of such Foreign Subsidiary or CFC Holdco) of such Additional Credit Party in accordance with the provisions of Section 9.08 hereof with respect to such Additional Credit Party, or as necessary under applicable law or as may shall be reasonably requested by Collateral Agent, and (IV) deliver to Collateral Agent all legal opinions reasonably requested by Collateral Agent with respect to such Additional Credit Party relating returned to the matters described Domestic Subsidiary pledging such stock. The Lenders further agree that within 30 days after notice from the Borrower that any loan or series of loans referred to in clause (c) above covering matters similar to those covered has been repaid in full, then the opinions delivered on the Closing Date; provided, however, that Borrower shall use its commercially reasonable efforts to obtain such approvals for any Mortgage(s) and Lien(s) (including pledge of the Equity Interests of promissory note evidencing such Subsidiary) to be granted by such Additional Credit Party and for the Guarantee of such Additional Credit Party as soon as reasonably practicable. All of the foregoing actions loan shall be terminated and the Administrative Agent shall release and return such promissory note, together with the related Collateral Assignment of Note, to the Borrower or such Material Domestic Subsidiary, as the case may be. The Agent is hereby authorized in connection with the events described in the prior two sentences, at the sole cost and expense of the Credit Parties. Notwithstanding the foregoing in this Section 9.11 Borrower, to the contraryexecute such documentation as appropriate to evidence such release or return unless, it is understood and agreed that no Lien(s), Mortgage(s) and/or Guarantee of the applicable Additional Credit Party shall be required to be granted or delivered at such time as provided in the paragraph above circumstances described in this (x) and (y) above, such release or return would cause a violation of Section 9.11 as a result of such Lien(s), Mortgage(s) and/or Guarantee being prohibited (i) by the applicable Gaming Authorities, any other applicable Governmental Authorities or applicable Law; provided, however, that Borrower has used its commercially reasonable efforts to obtain such approvals for such Lien(s), Mortgage(s) and/or Guarantee or (ii) any Contractual Obligation (except to the extent superseded by the applicable provisions of the UCC)7.15.

Additional Credit Parties. Upon (i) any Credit Party creating or acquiring any Subsidiary that is a Wholly Owned Restricted Subsidiary (other than any Excluded Subsidiary) after the Closing Date, (ii) any Wholly Owned Restricted Subsidiary of a Credit Party ceasing to be an Excluded Subsidiary (including, without limitation, an Immaterial Subsidiary being designated pursuant to Section 9.13 as an Excluded Immaterial Subsidiary) or (iii) any Revocation that results in an Unrestricted Subsidiary becoming a Wholly Owned Restricted Subsidiary (other than any Excluded Subsidiary) of a Credit Party (such Wholly Owned Restricted Subsidiary referenced in clause (i), (ii) or (iii) above, an “Additional Credit Party”), such Credit Party shall, assuming and to the extent that it does not violate any Gaming Law or assuming and to the extent it obtains the approval of the Gaming Authority to the extent such approval is required by applicable Gaming Laws (which Borrower hereby agrees to use commercially reasonable efforts to obtain), (A) cause each such Wholly Owned Restricted Subsidiary to promptly (but in any event within 45 days (or 95 days, in the event of any Discharge of any Indebtedness in connection with the acquisition of any such Subsidiary) after the later of such event described in clause (i), (ii) or (iii) above or receipt of such approval (or such longer period of time as Administrative Agent may agree to in its sole discretion), execute and deliver all such agreements, guarantees, documents and certificates (including Joinder Agreements, any amendments to the Credit Documents, lien searches and a Perfection Certificate) as Administrative Agent may reasonably request in order to have such Wholly Owned Restricted Subsidiary become a Guarantor and (B)(I) execute and deliver to Collateral Agent such amendments to or additional Security Documents as Collateral Agent deems necessary or advisable in order to grant to Collateral Agent for the benefit of the Secured Parties, a perfected security interest in the Equity Interests of such Additional Credit Party which are owned by any Credit Party and required to be pledged pursuant to the Security Agreement, (II) deliver to Collateral Agent the certificates (if any) representing such Equity Interests together with in the case of such Equity Interests, undated stock powers endorsed in blank, (III) cause such Additional Credit Party to take such actions necessary or advisable (including executing and delivering a Joinder Agreement) to grant to Collateral Agent for the benefit of the Secured Parties, a perfected security interest in the collateral described in (subject to any requirements set forth in the Security Agreement with respect to limitations on grant of security interests in certain types of assets or Pledged Collateral and limitations or exclusions from the requirement to perfect Liens on such Pledged Collateral and excluding acts with respect to perfection of security interests and Liens not required under, or excluded from the requirements under, the Security Agreement) the Security Agreement and all other Property (limited, in the case of any first-tier Foreign Subsidiary that is a CFC or any CFC Holdco, to 65% of the voting Equity Interests and 100% of the non-voting Equity Interests of such Foreign Subsidiary or CFC Holdco) of such Additional Credit Party in accordance with the provisions of Section 9.08 hereof with respect to such Additional Credit Party, or as necessary under applicable law or as may be reasonably requested by Collateral Agent, and (IV) deliver to Collateral Agent all legal opinions reasonably requested by Collateral Agent with respect to such Additional Credit Party relating to the matters described above covering matters similar to those covered in the opinions delivered on the Closing Date; provided, however, that Borrower shall use its commercially reasonable efforts to obtain such approvals for any Mortgage(s) and Lien(s) (including pledge of the Equity Interests of such Subsidiary) to be granted by such Additional Credit Party and for the Guarantee of such Additional Credit Party as soon as reasonably practicable; provided, further, that, solely with respect of the ▇▇▇▇ Las Vegas Entities (including the ▇▇▇▇ Las Vegas Pledge), the requirements of subclause (B) above shall be subject to the limitations in any then outstanding ▇▇▇▇ Las Vegas Notes (provided, however, that (i) with respect to the ▇▇▇▇ Las Vegas Entities, the Borrower shall comply with the requirements of subclause (B) above to the maximum extent permitted by any then outstanding ▇▇▇▇ Las Vegas Notes, including, without limitation, Section 4.09 of the indenture governing the ▇▇▇▇ Las Vegas 2023 Notes and (ii) in connection with the Borrower’s compliance with clause (i) of this proviso, (x) the Borrower and the Administrative Agent shall amend or otherwise modify, without the consent of any other party, the Security Documents to the extent necessary to effectuate such compliance) and (y) the Administrative Agent shall enter into such intercreditor agreements (in forms reasonably satisfactory to the Adminsitrative Agent) with respect to the ▇▇▇▇ Las Vegas Pledge with the holders of the ▇▇▇▇ Las Vegas Notes to the extent necessary to effectuate such complaince. All of the foregoing actions shall be at the sole cost and expense of the Credit Parties. Notwithstanding the foregoing in this Section 9.11 to the contrary, it is understood and agreed that no Lien(s), Mortgage(s) and/or Guarantee of the applicable Additional Credit Party shall be required to be granted or delivered at such time as provided in the paragraph above in this Section 9.11 as a result of such Lien(s), Mortgage(s) and/or Guarantee being prohibited (i) by the applicable Gaming Authorities, any other applicable Governmental Authorities or applicable Law; provided, however, that Borrower has used its commercially reasonable efforts to obtain such approvals for such Lien(s), Mortgage(s) and/or Guarantee or (ii) any Contractual Obligation (except to the extent superseded by the applicable provisions of the UCC).

Additional Credit Parties. Upon (i) any Credit Party creating or acquiring any Subsidiary that is a Wholly Owned Restricted Subsidiary (other than any Excluded Subsidiary) after the Closing Date, (ii) any Wholly Owned Restricted Subsidiary of a Credit Party ceasing to be an Excluded Subsidiary (including, without limitation, an Immaterial Subsidiary being designated pursuant to Section 9.13 as an Excluded Immaterial Subsidiary) or (iii) any Revocation that results in an Unrestricted Subsidiary becoming a Wholly Owned Restricted Subsidiary (other than any Excluded Subsidiary) of a Credit Party (such Wholly Owned Restricted Subsidiary referenced in clause (i), (ii) or (iii) above, an “Additional Credit Party”), such Credit Party shall, assuming and to the extent that it does not violate any Gaming Law or assuming and to the extent it obtains the approval of the Gaming Authority to the extent such approval is required by applicable Gaming Laws (which Borrower hereby agrees to use commercially reasonable efforts to obtain), (A) cause each such Wholly Owned Restricted Subsidiary to promptly (but in any event within 45 days (or 95 days, in the event of any Discharge of any Indebtedness in connection with the acquisition of any such Subsidiary) after the later of such event described in clause (i), (ii) or (iii) above or receipt of such approval (or such longer period of time as Administrative Agent may agree to in its sole discretion), execute and deliver all such agreements, guarantees, documents and certificates (including Joinder Agreements, any amendments to the Credit Documents, lien searches and a Perfection Certificate) as Administrative Agent may reasonably request in order to have such Wholly Owned Restricted Subsidiary become a Guarantor and (B)(I) execute and deliver to Collateral Agent such amendments to or additional Security Documents as Collateral Agent deems necessary or advisable in order to grant to Collateral Agent for the benefit of the Secured Parties, a perfected security interest in the Equity Interests of such Additional Credit Party which are owned by any Credit Party and required to be pledged pursuant to the Security Agreement, (II) deliver to Collateral Agent the certificates (if any) representing such Equity Interests together with in the case of such Equity Interests, undated stock powers endorsed in blank, (III) cause such Additional Credit Party to take such actions necessary or advisable (including executing and delivering a Joinder Agreement) to grant to Collateral Agent for the benefit of the Secured Parties, a perfected security interest in the collateral described in (subject to any requirements set forth in the Security Agreement with respect to limitations on grant of security interests in certain types of assets or Pledged Collateral and limitations or exclusions from the requirement to perfect Liens on such Pledged Collateral and excluding acts with respect to perfection of security interests and Liens not required under, or excluded from the requirements under, the Security Agreement) the Security Agreement and all other Property (limited, in the case of any first-tier Foreign Subsidiary that is a CFC or any CFC Holdco, to 65% of the voting Equity Interests and 100% of the non-voting Equity Interests of such Foreign Subsidiary or CFC Holdco) of such Additional Credit Party in accordance with the provisions of Section 9.08 hereof with respect to such Additional Credit Party, or as necessary under applicable law or as may be reasonably requested by Collateral Agent, and (IV) deliver to Collateral Agent all legal opinions reasonably requested by Collateral Agent with respect to such Additional Credit Party relating to the matters described above covering matters similar to those covered in the opinions delivered on the Closing Date; provided, however, that Borrower shall use its commercially reasonable efforts to obtain such approvals for any Mortgage(s) and Lien(s) (including pledge of the Equity Interests of such Subsidiary) to be granted by such Additional Credit Party and for the Guarantee of such Additional Credit Party as soon as reasonably practicable; provided, further, that, solely with respect of the ▇▇▇▇ Las Vegas Entities (including the ▇▇▇▇ Las Vegas Pledge), the requirements of subclause (B) above shall be subject to the limitations in any then outstanding ▇▇▇▇ Las Vegas Notes (provided, however, that (i) with respect to the ▇▇▇▇ Las Vegas Entities, the Borrower shall comply with the requirements of subclause (B) above to the maximum extent permitted by any then outstanding ▇▇▇▇ Las Vegas Notes, including, without limitation, Section 4.09 of the indenture governing the ▇▇▇▇ Las Vegas 2023 Notes and (ii) in connection with the Borrower’s compliance with clause (i) of this proviso, (x) the Borrower and the Administrative Agent shall amend or otherwise modify, without the consent of any other party, the Security Documents to the extent necessary to effectuate such compliance) and (y) the Administrative Agent shall enter into such intercreditor agreements (in forms reasonably satisfactory to the AdminsitrativeAdministrative Agent) with respect to the ▇▇▇▇ Las Vegas Pledge with the holders of the ▇▇▇▇ Las Vegas Notes to the extent necessary to effectuate such complaincecompliance. All of the foregoing actions shall be at the sole cost and expense of the Credit Parties. Notwithstanding the foregoing in this Section 9.11 to the contrary, it is understood and agreed that no Lien(s), Mortgage(s) and/or Guarantee of the applicable Additional Credit Party shall be required to be granted or delivered at such time as provided in the paragraph above in this Section 9.11 as a result of such Lien(s), Mortgage(s) and/or Guarantee being prohibited (i) by the applicable Gaming Authorities, any other applicable Governmental Authorities or applicable Law; provided, however, that Borrower has used its commercially reasonable efforts to obtain such approvals for such Lien(s), Mortgage(s) and/or Guarantee or (ii) any Contractual Obligation (except to the extent superseded by the applicable provisions of the UCC).

Additional Credit Parties. Upon (i) At the time any Credit Party creating or acquiring any Subsidiary that is Person becomes a Wholly Owned Restricted Subsidiary (other than any Excluded Subsidiary) after the Closing Date, (ii) any Wholly Owned Restricted Material Subsidiary of a Credit Party ceasing to be an Excluded Subsidiary (includingParty, without limitation, an Immaterial Subsidiary being designated pursuant to Section 9.13 as an Excluded Immaterial Subsidiary) or (iii) any Revocation that results in an Unrestricted Subsidiary becoming a Wholly Owned Restricted Subsidiary (other than any Excluded Subsidiary) of a Credit Party (such Wholly Owned Restricted Subsidiary referenced in clause (i), (ii) or (iii) above, an “Additional Credit Party”), such Credit Party shall, assuming the Borrower shall so notify the Administrative Agent and to the extent that it does not violate any Gaming Law or assuming and to the extent it obtains the approval of the Gaming Authority to the extent such approval is required by applicable Gaming Laws (which Borrower hereby agrees to use commercially reasonable efforts to obtain), (A) cause each such Wholly Owned Restricted Subsidiary to promptly thereafter (but in any event within 45 30 days (or 95 days, in the event of any Discharge of any Indebtedness in connection with the acquisition of any such Subsidiary) after the later date thereof) shall cause such Person to execute a Joinder Agreement in substantially the same form as Exhibit 7.13, (b) cause all of the capital stock of such event described Person to be delivered to the Collateral Agent (together with undated stock powers signed in clause blank) and pledged to the Collateral Agent pursuant to an appropriate pledge agreement in substantially the form of the Pledge Agreements and otherwise in a form reasonably acceptable to the Collateral Agent, (c) pledge such of its assets to the Lenders pursuant to a security agreement in substantially the form of the Security Agreements and otherwise in a form reasonably acceptable to the Collateral Agent, and collaterally assign any Material License Agreements to which it is a party, (d) if such Person has any Subsidiaries, (i), ) deliver all of the capital stock of such Subsidiaries (together with undated stock powers signed in blank) to the Collateral Agent and (ii) or execute a pledge agreement in substantially the form of the Pledge Agreements and otherwise in a form reasonably acceptable to the Collateral Agent, (iiie) above or receipt of if such approval (or such longer period of time as Administrative Agent may agree to in its sole discretion)Person owns any real property, execute any and deliver all such agreementsnecessary mortgages, guaranteesdeeds of trust, documents and certificates (including Joinder Agreements, any amendments deeds to secure debt or other appropriate real estate collateral documentation in a form substantially similar to the Credit DocumentsMortgages, lien searches with appropriate covenants as necessary unless the Borrower has previously exercised its rights pursuant to Section 11.19 and a Perfection Certificate(f) deliver such other documentation as Administrative the Collateral Agent may reasonably request in order connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, environmental reports, certified resolutions and other organizational and authorizing documents of such Person and favorable opinions of counsel to have such Wholly Owned Restricted Subsidiary become a Guarantor Person (which shall cover, among other things, the legality, validity, binding effect and (B)(I) execute and deliver to Collateral Agent such amendments to or additional Security Documents as Collateral Agent deems necessary or advisable in order to grant to Collateral Agent for the benefit enforceability of the Secured Partiesdocumentation referred to above), a perfected security interest all in the Equity Interests of such Additional Credit Party which are owned by any Credit Party form, content and required to be pledged pursuant scope reasonably satisfactory to the Security Agreement, (II) deliver to Collateral Agent the certificates (if any) representing such Equity Interests together with in the case of such Equity Interests, undated stock powers endorsed in blank, (III) cause such Additional Credit Party to take such actions necessary or advisable (including executing and delivering a Joinder Agreement) to grant to Collateral Agent for the benefit of the Secured Parties, a perfected security interest in the collateral described in (subject to any requirements set forth in the Security Agreement with respect to limitations on grant of security interests in certain types of assets or Pledged Collateral and limitations or exclusions from the requirement to perfect Liens on such Pledged Collateral and excluding acts with respect to perfection of security interests and Liens not required under, or excluded from the requirements under, the Security Agreement) the Security Agreement and all other Property (limited, in the case of any first-tier Foreign Subsidiary that is a CFC or any CFC Holdco, to 65% of the voting Equity Interests and 100% of the non-voting Equity Interests of such Foreign Subsidiary or CFC Holdco) of such Additional Credit Party in accordance with the provisions of Section 9.08 hereof with respect to such Additional Credit Party, or as necessary under applicable law or as may be reasonably requested by Collateral Agent, and (IV) deliver to Collateral Agent all legal opinions reasonably requested by Collateral Agent with respect to such Additional Credit Party relating to the matters described above covering matters similar to those covered in the opinions delivered on the Closing Date; provided, however, that Borrower shall use its commercially reasonable efforts to obtain such approvals for any Mortgage(s) and Lien(s) (including pledge of the Equity Interests of such Subsidiary) to be granted by such Additional Credit Party and for the Guarantee of such Additional Credit Party as soon as reasonably practicable. All of the foregoing actions shall be at the sole cost and expense of the Credit Parties. Notwithstanding the foregoing in this Section 9.11 to the contrary, it is understood and agreed that no Lien(s), Mortgage(s) and/or Guarantee of the applicable Additional Credit Party shall be required to be granted or delivered at such time as provided in the paragraph above in this Section 9.11 as a result of such Lien(s), Mortgage(s) and/or Guarantee being prohibited (i) by the applicable Gaming Authorities, any other applicable Governmental Authorities or applicable Law; provided, however, that Borrower has used its commercially reasonable efforts to obtain such approvals for such Lien(s), Mortgage(s) and/or Guarantee or (ii) any Contractual Obligation (except to the extent superseded by the applicable provisions of the UCC)Agents.

Additional Credit Parties. Upon (ia) Subject to any Credit Party creating applicable limitations set forth in the Security Documents, the Borrowers will cause each direct or acquiring any Subsidiary that is a Wholly Owned Restricted indirect Domestic Subsidiary (other than any Excluded SubsidiarySubsidiary or any Other Borrower) formed or otherwise purchased or acquired after the Closing DateDate (including pursuant to a Permitted Acquisition), (ii) any Wholly Owned Restricted and each other Domestic Subsidiary of a Credit Party ceasing that ceases to be constitute an Excluded Subsidiary Subsidiary, within 45 days from the date of such formation, acquisition or cessation, as applicable (includingor such longer period as the Administrative Agent may agree in its reasonable discretion), without limitationand the Lead Borrower may at its option cause any Subsidiary, an Immaterial Subsidiary being designated pursuant to Section 9.13 execute a supplement to each of the Guarantee, the Pledge Agreement and the Security Agreement in order to become a Guarantor under the Guarantee and a grantor under such Security Documents or, to the extent reasonably requested by the Collateral Agent, enter into a new Security Document substantially consistent with the analogous existing Security Documents and otherwise in form and substance reasonably satisfactory to such Collateral Agent and take all other action reasonably requested by the Collateral Agent to grant a perfected security interest in its assets to substantially the same extent as an Excluded Immaterial Subsidiarycreated by the Credit Parties on the Closing Date. (b) Subject to any applicable limitations set forth in the Security Documents, upon the request of the Lead Borrower from time to time, any direct or (iii) any Revocation that results in an Unrestricted Subsidiary becoming a Wholly Owned Restricted indirect Domestic Subsidiary (other than any Excluded Subsidiary) of a Credit Party Subsidiary (such Wholly Owned Restricted Subsidiary referenced in clause (i), (ii) or (iii) above, an “Additional Credit Party”), such Credit Party shall, assuming and to the extent that it does not violate except any Gaming Law or assuming and to the extent it obtains the approval of the Gaming Authority to the extent such approval is required by applicable Gaming Laws (which Borrower hereby agrees to use commercially reasonable efforts to obtain), (A) cause each such Wholly Owned Restricted Subsidiary to promptly (but in any event within 45 days (or 95 days, in the event of any Discharge of any Indebtedness in connection with the acquisition of any such Subsidiary) after the later of such event described in clause (i), (ii) or (iii) above or receipt of such approval (or such longer period of time as Administrative Agent may agree to in its sole discretion), execute and deliver all such agreements, guarantees, documents and certificates (including Joinder Agreements, any amendments to the Credit Documents, lien searches and a Perfection Certificate) as Administrative Agent may reasonably request in order to have such Wholly Owned Restricted Subsidiary become a Guarantor and (B)(I) execute and deliver to Collateral Agent such amendments to or additional Security Documents as Collateral Agent deems necessary or advisable in order to grant to Collateral Agent for the benefit of the Secured Parties, a perfected security interest in the Equity Interests of such Additional Credit Party which are owned by any Credit Party and required to be pledged pursuant to the Security Agreement, (II) deliver to Collateral Agent the certificates (if any) representing such Equity Interests together with in the case of such Equity Interests, undated stock powers endorsed in blank, (III) cause such Additional Credit Party to take such actions necessary or advisable (including executing and delivering a Joinder Agreement) to grant to Collateral Agent for the benefit of the Secured Parties, a perfected security interest in the collateral described in (subject to any requirements set forth in the Security Agreement with respect to limitations on grant of security interests in certain types of assets or Pledged Collateral and limitations or exclusions from the requirement to perfect Liens on such Pledged Collateral and excluding acts with respect to perfection of security interests and Liens not required under, or excluded from the requirements under, the Security Agreement) the Security Agreement and all other Property (limited, in the case of any first-tier Foreign Subsidiary that is a CFC or any CFC Holdco, to 65% an Excluded Subsidiary solely by virtue of clause (a) of the voting Equity Interests and 100% definition of “Excluded Subsidiary”)) formed or otherwise purchased or acquired after the non-voting Equity Interests of such Foreign Subsidiary or CFC Holdco) of such Additional Credit Party in accordance with the provisions of Section 9.08 hereof with respect Closing Date (including pursuant to such Additional Credit Partya Permitted Acquisition), or as necessary under applicable law or as that ceases to constitute an Excluded Subsidiary after the Closing Date and that owns assets eligible to be included in the Borrowing Base may be reasonably requested by Collateral Agentadded as an Other Borrower hereunder, effective upon the execution and (IV) deliver to Collateral Agent all legal opinions reasonably requested by Collateral Agent with respect to such Additional Credit Party relating delivery to the matters described above covering matters similar to those covered in the opinions delivered on the Closing Date; provided, however, that Borrower shall use its commercially reasonable efforts to obtain such approvals for any Mortgage(s) and Lien(s) (including pledge Administrative Agent of the Equity Interests of such Subsidiary) to be granted by such Additional Credit Party and for the Guarantee of such Additional Credit Party as soon as reasonably practicable. All of the foregoing actions shall be at the sole cost and expense of the Credit Parties. Notwithstanding the foregoing in this Section 9.11 to the contrary, it is understood and agreed that no Lien(s), Mortgage(s) and/or Guarantee of the applicable Additional Credit Party shall be required to be granted or delivered at such time as provided in the paragraph above in this Section 9.11 as a result of such Lien(s), Mortgage(s) and/or Guarantee being prohibited (i) by the applicable Gaming Authorities, such Domestic Subsidiary of (A) a Credit Party Joinder Agreement and amendments or joinders to any outstanding promissory notes issued under Section 13.6(d) and (B) any other applicable Governmental Authorities or applicable Law; provided, however, Security Documents and other documents that such Domestic Subsidiary would be required to deliver pursuant to clause (a) above if it were becoming a Guarantor (with such modifications thereto as are reasonably necessary to accommodate such Domestic Subsidiary becoming a Borrower has used its commercially reasonable efforts to obtain such approvals for such Lien(s), Mortgage(sand not a Guarantor) and/or Guarantee or and (ii) any Contractual Obligation (except to the extent superseded by the applicable provisions Guarantors of the UCC)their reaffirmation of each Guarantee.

Additional Credit Parties. Upon (i) At the time any Credit Party creating or acquiring any Subsidiary that is Person becomes a Wholly Owned Restricted Subsidiary (other than any Excluded Subsidiary) after the Closing Date, (ii) any Wholly Owned Restricted Subsidiary of a Credit Party ceasing to be an Excluded Subsidiary (includingParty, without limitation, an Immaterial Subsidiary being designated pursuant to Section 9.13 as an Excluded Immaterial Subsidiary) or (iii) any Revocation that results in an Unrestricted Subsidiary becoming a Wholly Owned Restricted Subsidiary (other than any Excluded Subsidiary) of a Credit Party (such Wholly Owned Restricted Subsidiary referenced in clause (i), (ii) or (iii) above, an “Additional Credit Party”), such Credit Party shall, assuming the Borrower shall so notify the Administrative Agent and to the extent that it does not violate any Gaming Law or assuming and to the extent it obtains the approval of the Gaming Authority to the extent such approval is required by applicable Gaming Laws (which Borrower hereby agrees to use commercially reasonable efforts to obtain), (A) cause each such Wholly Owned Restricted Subsidiary to promptly thereafter (but in any event within 45 30 days after the date thereof) shall cause such Person to (or 95 daysa) if it is a Domestic Subsidiary, execute a Joinder Agreement in substantially the event same form as Exhibit 7.13, (b) cause all of any Discharge the capital stock of any Indebtedness in connection with the acquisition of any such Person (if it is a Domestic Subsidiary) after the later of such event described in clause (i), (ii) or (iii) above or receipt of such approval (or such longer period of time as Administrative Agent may agree to in its sole discretion), execute and deliver all such agreements, guarantees, documents and certificates (including Joinder Agreements, any amendments to the Credit Documents, lien searches and a Perfection Certificate) as Administrative Agent may reasonably request in order to have such Wholly Owned Restricted Subsidiary become a Guarantor and (B)(I) execute and deliver to Collateral Agent such amendments to or additional Security Documents as Collateral Agent deems necessary or advisable in order to grant to Collateral Agent for the benefit of the Secured Parties, a perfected security interest in the Equity Interests of such Additional Credit Party which are owned by any Credit Party and required to be pledged pursuant to the Security Agreement, (II) deliver to Collateral Agent the certificates (if any) representing such Equity Interests together with in the case of such Equity Interests, undated stock powers endorsed in blank, (III) cause such Additional Credit Party to take such actions necessary or advisable (including executing and delivering a Joinder Agreement) to grant to Collateral Agent for the benefit of the Secured Parties, a perfected security interest in the collateral described in (subject to any requirements set forth in the Security Agreement with respect to limitations on grant of security interests in certain types of assets or Pledged Collateral and limitations or exclusions from the requirement to perfect Liens on such Pledged Collateral and excluding acts with respect to perfection of security interests and Liens not required under, or excluded from the requirements under, the Security Agreement) the Security Agreement and all other Property (limited, in the case of any first-tier Foreign Subsidiary that is a CFC or any CFC Holdco, to 65% of the voting Equity Interests capital stock of such Person (if it is a First Tier Foreign Subsidiary) to be delivered to the Collateral Agent (together with undated stock powers signed in blank) and 100% pledged to the Collateral Agent pursuant to an appropriate pledge agreement in substantially the form of the non-voting Equity Interests Pledge Agreement (or a joinder to the existing Pledge Agreement) and otherwise in a form acceptable to the Collateral Agent, (c) if such Person is a Domestic Subsidiary, pledge all of such Foreign Subsidiary its assets to the Collateral Agent pursuant to a security agreement in substantially the form of the Security Agreement (or CFC Holdcoa joinder to the existing Security Agreement) of such Additional Credit Party and otherwise in accordance with a form acceptable to the provisions of Section 9.08 hereof with respect to such Additional Credit Party, or as necessary under applicable law or as may be reasonably requested by Collateral Agent, and (IVd) if such Person is a Domestic Subsidiary and has any Subsidiaries, (A) deliver all of the capital stock of such Domestic Subsidiaries owned by it and 65% of the stock of the First Tier Foreign Subsidiaries owned by it (together with undated stock powers signed in blank) to the Collateral Agent and (B) execute a pledge agreement in substantially the form of the Pledge Agreement (or a joinder to the existing Pledge Agreement) and otherwise in a form acceptable to the Collateral Agent, (e) if such Person is a Domestic Subsidiary and owns or leases any real property, execute any and all legal opinions reasonably requested by necessary mortgages, deeds of trust, deeds to secure debt or other appropriate real estate collateral documentation in a form acceptable to the Collateral Agent with respect to such Additional Credit Party relating to the matters described above covering matters similar to those covered in the opinions delivered on the Closing Date; provided, however, that Borrower shall (or use its commercially reasonable efforts to obtain such approvals for any Mortgage(scause to be delivered to the Collateral Agent a landlord waiver or estoppel letter with respect thereto in a form reasonably acceptable to the Collateral Agent) and Lien(s(f) deliver such other documentation as the Collateral Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, environmental reports, landlord's waivers, certified resolutions and other organizational and authorizing documents of such Person and favorable opinions of counsel to such Person (including pledge which shall cover, among other things, the legality, validity, binding effect and enforceability of the Equity Interests of such Subsidiary) documentation referred to be granted by such Additional Credit Party above), all in form, content and for the Guarantee of such Additional Credit Party as soon as scope reasonably practicable. All of the foregoing actions shall be at the sole cost and expense of the Credit Parties. Notwithstanding the foregoing in this Section 9.11 satisfactory to the contrary, it is understood and agreed that no Lien(s), Mortgage(s) and/or Guarantee of the applicable Additional Credit Party shall be required to be granted or delivered at such time as provided in the paragraph above in this Section 9.11 as a result of such Lien(s), Mortgage(s) and/or Guarantee being prohibited (i) by the applicable Gaming Authorities, any other applicable Governmental Authorities or applicable Law; provided, however, that Borrower has used its commercially reasonable efforts to obtain such approvals for such Lien(s), Mortgage(s) and/or Guarantee or (ii) any Contractual Obligation (except to the extent superseded by the applicable provisions of the UCC)Collateral Agent.

Additional Credit Parties. Upon Any direct or indirect Subsidiary formed or acquired after the Closing Date (i) including by division of any Credit Party creating or acquiring existing limited liability company pursuant to a “plan of division” under the Delaware Limited Liability Company Act), and any Subsidiary that is a Wholly Owned Restricted Subsidiary (other than any Excluded Subsidiary) after the Closing Date, (ii) any Wholly Owned Restricted Subsidiary of a Credit Party ceasing to be no longer an Excluded Subsidiary (including, without limitation, an Immaterial Subsidiary being designated pursuant to Section 9.13 the terms of the definition thereof, shall be subject to the following requirements: ​ (a) within 15 calendar days of such event, the Credit Parties will cause to be delivered to Administrative Agent each of the following, as an Excluded Immaterial Subsidiary) or (iii) any Revocation that results applicable, in an Unrestricted Subsidiary becoming a Wholly Owned Restricted Subsidiary (other than any Excluded Subsidiary) of a Credit Party (such Wholly Owned Restricted Subsidiary referenced in clause each case reasonably acceptable to Administrative Agent and, as applicable, duly executed by the parties thereto: (i), (ii) or (iii) above, an “Additional Credit Party”), within 15 calendar days of such Credit Party shall, assuming and to the extent that it does not violate any Gaming Law or assuming and to the extent it obtains the approval of the Gaming Authority to the extent such approval is required by applicable Gaming Laws (which Borrower hereby agrees to use commercially reasonable efforts to obtain)event, (A) cause each a Credit Agreement Joinder pursuant to which such Wholly Owned Restricted Subsidiary shall become, as elected by Administrative Agent and Required Lenders, a Borrower or a Guarantor, together with other Credit Documents requested by Administrative Agent, including all Security Documents and other documents requested by Administrative Agent to promptly establish and preserve the Lien of Collateral Agent in all assets of such Subsidiary; (but in any event within 45 days B) UCC financing statements, Documents (or 95 days, as defined in the event UCC) and original collateral (including pledged Capital Stock, other securities and Instruments (as defined in the UCC)) and such other documents and agreements as may be reasonably requested by Administrative Agent, all as necessary or desirable to establish and maintain a valid, perfected Lien in all assets in which such Subsidiary has an interest; and (C) current copies of any Discharge the Organization Documents of any Indebtedness in connection with the acquisition of any such Subsidiary, resolutions of the board, other governing body thereof, or appropriate committees thereof (and, if required by such Organization Documents or applicable law, of the shareholders, members or partners) after the later of such event Person authorizing the actions and the execution and delivery of documents described in clause (i)this Section 8.08, (ii) or (iii) above or receipt of such approval (or such longer period of time all certified by an appropriate officer as Administrative Agent may agree elect, and (ii) within 30 calendar days of such event, an opinion of counsel to in its sole discretion), execute and deliver all such agreements, guarantees, documents and certificates (including Joinder Agreements, any amendments Subsidiary addressed to the Credit Documents, lien searches and a Perfection Certificate) as Administrative Agent may and the Lenders, in form and substance reasonably request in order acceptable to have such Wholly Owned Restricted Subsidiary become a Guarantor and (B)(I) execute and deliver Administrative Agent. The Credit Parties will promptly pledge to Collateral Agent such amendments to or additional Security Documents as Collateral Agent deems necessary or advisable in order to grant to Collateral Agent Agent, for the benefit of the Secured Parties, a perfected security interest in the Equity Interests of such Additional Credit Party which are owned by any Credit Party and required to be pledged pursuant to the Security Agreement, (II) deliver to Collateral Agent the certificates (if any) representing such Equity Interests together with in the case of such Equity Interests, undated stock powers endorsed in blank, (III) cause such Additional Credit Party to take such actions necessary or advisable (including executing and delivering a Joinder Agreement) to grant to Collateral Agent for the benefit of the Secured Parties, a perfected security interest in the collateral described in (subject to any requirements set forth in the Security Agreement with respect to limitations on grant of security interests in certain types of assets or Pledged Collateral and limitations or exclusions from the requirement to perfect Liens on such Pledged Collateral and excluding acts with respect to perfection of security interests and Liens not required under, or excluded from the requirements under, the Security Agreement) the Security Agreement and all other Property (limited, in the case of any first-tier Foreign Subsidiary that is a CFC or any CFC Holdco, to 65% of the voting Equity Interests and 100% of the non-voting Equity Interests of such Foreign Subsidiary or CFC Holdco) of such Additional Credit Party in accordance with the provisions of Section 9.08 hereof with respect to such Additional Credit Party, or as necessary under applicable law or as may be reasonably requested by Collateral Agent, and (IV) deliver to Collateral Agent all legal opinions reasonably requested by Collateral Agent with respect to such Additional Credit Party relating to the matters described above covering matters similar to those covered in the opinions delivered on the Closing Date; provided, however, that Borrower shall use its commercially reasonable efforts to obtain such approvals for any Mortgage(s) and Lien(s) (including pledge of the Equity Interests of such Subsidiary) to be granted by such Additional Credit Party and for the Guarantee of such Additional Credit Party as soon as reasonably practicable. All of the foregoing actions shall be at the sole cost and expense of the Credit Parties. Notwithstanding the foregoing in this Section 9.11 to the contrary, it is understood and agreed that no Lien(s), Mortgage(s) and/or Guarantee of the applicable Additional Credit Party shall be required to be granted or delivered at such time as provided in the paragraph above in this Section 9.11 as a result of such Lien(s), Mortgage(s) and/or Guarantee being prohibited (i) by the applicable Gaming Authorities, any other applicable Governmental Authorities or applicable Law; provided, however, that Borrower has used its commercially reasonable efforts to obtain such approvals for such Lien(s), Mortgage(s) and/or Guarantee or (ii) any Contractual Obligation (except to the extent superseded by the applicable provisions of the UCC).,

Additional Credit Parties. Upon As soon as practicable and in any event within 30 days after any Person becomes a Subsidiary of the Borrower, the Borrower shall provide the Agent with written notice thereof and shall (ia) if such Person is a wholly-owned Domestic Subsidiary of a Credit Party, cause such Person to execute a Joinder Agreement in substantially the same form as Exhibit 5.23, (b) if such Person is a Domestic Subsidiary of a Credit Party, cause 100% of the Capital Stock of such Person owned by such Credit Party to be delivered to the Agent (together with undated stock powers signed in blank) or if such Person is a direct Foreign Subsidiary of a Credit Party, cause 65% of the Capital Stock owned by such Credit Party entitled to vote and 100% of the Capital Stock not entitled to vote of such Person owned by such Credit Party to be delivered to the Agent (together with undated stock powers signed in blank (unless, with respect to a Foreign Subsidiary, such stock powers are deemed unnecessary by the Agent in its reasonable discretion under the law of the jurisdiction of incorporation of such Person)), and in each case pledged to the Agent pursuant to an appropriate pledge agreement(s) any Credit Party creating or acquiring any Subsidiary that necessary perfection documents in each case in a form reasonably acceptable to the Agent, (c) if such Person is a Wholly Owned Restricted Subsidiary (other than any Excluded Subsidiary) after the Closing Date, (ii) any Wholly Owned Restricted wholly-owned Domestic Subsidiary of a Credit Party ceasing to be an Excluded Subsidiary (including, without limitation, an Immaterial Subsidiary being designated pursuant to Section 9.13 as an Excluded Immaterial Subsidiary) or (iii) and has any Revocation that results in an Unrestricted Subsidiary becoming a Wholly Owned Restricted Subsidiary (other than any Excluded Subsidiary) of a Credit Party (such Wholly Owned Restricted Subsidiary referenced in clause Subsidiaries (i)) deliver all of the Capital Stock of any Domestic Subsidiaries owned by such Person and 65% of the Capital Stock entitled to vote and 100% of the Capital Stock not entitled to vote of any direct Foreign Subsidiaries owned by such Person (together with undated stock powers signed in blank (unless, with respect to a Foreign Subsidiary, such stock powers are deemed unnecessary by the Agent in its reasonable discretion under the law of the jurisdiction of incorporation of such Person) to the Agent and (ii) or (iii) above, an “Additional Credit Party”), such Credit Party shall, assuming and execute a pledge agreement any necessary perfection documents in each case in a form reasonably acceptable to the extent that it does not violate any Gaming Law or assuming Agent and to (d) deliver such documentation as the extent it obtains the approval of the Gaming Authority to the extent such approval is required by applicable Gaming Laws (which Borrower hereby agrees to use commercially reasonable efforts to obtain), (A) cause each such Wholly Owned Restricted Subsidiary to promptly (but in any event within 45 days (or 95 days, in the event of any Discharge of any Indebtedness in connection with the acquisition of any such Subsidiary) after the later of such event described in clause (i), (ii) or (iii) above or receipt of such approval (or such longer period of time as Administrative Agent may agree to in its sole discretion), execute and deliver all such agreements, guarantees, documents and certificates (including Joinder Agreements, any amendments to the Credit Documents, lien searches and a Perfection Certificate) as Administrative Agent may reasonably request in order to have such Wholly Owned Restricted Subsidiary become a Guarantor connection with the foregoing, including without limitation, certified resolutions and (B)(I) execute and deliver to Collateral Agent such amendments to or additional Security Documents as Collateral Agent deems necessary or advisable in order to grant to Collateral Agent for the benefit of the Secured Parties, a perfected security interest in the Equity Interests other organizational documents of such Additional Credit Party which are owned by any Credit Party Person, all in form, content and required to be pledged pursuant scope reasonably satisfactory to the Security Agreement, (II) deliver to Collateral Agent the certificates (if any) representing such Equity Interests together with in the case of such Equity Interests, undated stock powers endorsed in blank, (III) cause such Additional Credit Party to take such actions necessary or advisable (including executing and delivering a Joinder Agreement) to grant to Collateral Agent for the benefit of the Secured Parties, a perfected security interest in the collateral described in (subject to any requirements set forth in the Security Agreement with respect to limitations on grant of security interests in certain types of assets or Pledged Collateral and limitations or exclusions from the requirement to perfect Liens on such Pledged Collateral and excluding acts with respect to perfection of security interests and Liens not required under, or excluded from the requirements under, the Security Agreement) the Security Agreement and all other Property (limited, in the case of any first-tier Foreign Subsidiary that is a CFC or any CFC Holdco, to 65% of the voting Equity Interests and 100% of the non-voting Equity Interests of such Foreign Subsidiary or CFC Holdco) of such Additional Credit Party in accordance with the provisions of Section 9.08 hereof with respect to such Additional Credit Party, or as necessary under applicable law or as may be reasonably requested by Collateral Agent, and (IV) deliver to Collateral Agent all legal opinions reasonably requested by Collateral Agent with respect to such Additional Credit Party relating to the matters described above covering matters similar to those covered in the opinions delivered on the Closing Date; provided, however, that Borrower shall use its commercially reasonable efforts to obtain such approvals for any Mortgage(s) and Lien(s) (including pledge of the Equity Interests of such Subsidiary) to be granted by such Additional Credit Party and for the Guarantee of such Additional Credit Party as soon as reasonably practicable. All of the foregoing actions shall be at the sole cost and expense of the Credit Parties. Notwithstanding the foregoing in this Section 9.11 to the contrary, it is understood and agreed that no Lien(s), Mortgage(s) and/or Guarantee of the applicable Additional Credit Party shall be required to be granted or delivered at such time as provided in the paragraph above in this Section 9.11 as a result of such Lien(s), Mortgage(s) and/or Guarantee being prohibited (i) by the applicable Gaming Authorities, any other applicable Governmental Authorities or applicable Law; provided, however, that Borrower has used its commercially reasonable efforts to obtain such approvals for such Lien(s), Mortgage(s) and/or Guarantee or (ii) any Contractual Obligation (except to the extent superseded by the applicable provisions of the UCC).

Additional Credit Parties. Upon (i) any Credit Party creating or acquiring any Subsidiary that is a Wholly Owned Restricted Subsidiary (other than any Excluded Subsidiary) after the Closing Date, (ii) any Wholly Owned Restricted Subsidiary of a Credit Party ceasing to be an Excluded Subsidiary (including, without limitation, an Immaterial Subsidiary being designated pursuant to Section 9.13 as an Excluded Immaterial Subsidiary) or (iii) any Revocation that results in an Unrestricted Subsidiary becoming a Wholly Owned Restricted Subsidiary (other than any Excluded Subsidiary) of a Credit Party (such Wholly Owned Restricted Subsidiary referenced in clause (i), (ii) or (iii) above, an “Additional Credit Party”), such Credit Party shall, assuming and to the extent that it does not violate any Gaming Law or assuming and to the extent it obtains the approval of the Gaming Authority to the extent such approval is required by applicable Gaming Laws (which Borrower hereby agrees to use commercially reasonable efforts to obtain), (A) cause each such Wholly Owned Restricted Subsidiary to promptly (but in any event within 45 days (or 95 days, in the event of any Discharge of any Indebtedness in connection with the acquisition of any such Subsidiary) after the later of such event described in clause (i), (ii) or (iii) above or receipt of such approval (or such longer period of time as Administrative Agent may agree to in its sole discretion), execute and deliver all such agreements, guarantees, documents and certificates (including Joinder Agreements, any amendments to the Credit Documents, lien searches and a Perfection Certificate) as Administrative Agent may reasonably request in order to have such Wholly Owned Restricted Subsidiary become a Guarantor and (B)(I) execute and deliver to Collateral Agent such amendments to or additional Security Documents as Collateral Agent deems necessary or advisable in order to grant to Collateral Agent for the benefit of the Secured Parties, a perfected security interest in the Equity Interests of such Additional Credit Party which are owned by any Credit Party and required to be pledged pursuant to the Security Agreement, (II) deliver to Collateral Agent the certificates (if any) representing such Equity Interests together with in the case of such Equity Interests, undated stock powers endorsed in blank, (III) cause such Additional Credit Party to take such actions necessary or advisable (including executing and delivering a Joinder Agreement) to grant to Collateral Agent for the benefit of the Secured Parties, a perfected security interest in the collateral described in (subject to any requirements set forth in the Security Agreement with respect to limitations on grant of security interests in certain types of assets or Pledged Collateral and limitations or exclusions from the requirement to perfect Liens on such Pledged Collateral and excluding acts with respect to perfection of security interests and Liens not required under, or excluded from the requirements under, the Security Agreement) the Security Agreement and all other Property (limited, in the case of any first-tier Foreign Subsidiary that is a CFC or any CFC Holdco, to 65% of the voting Equity Interests and 100% of the non-voting Equity Interests of such Foreign Subsidiary or CFC Holdco) of such Additional Credit Party in accordance with the provisions of Section 9.08 hereof with respect to such Additional Credit Party, or as necessary under applicable law or as may be reasonably requested by Collateral Agent, and (IV) deliver to Collateral Agent all legal opinions reasonably requested by Collateral Agent with respect to such Additional Credit Party relating to the matters described above covering matters similar to those covered in the opinions delivered on the Closing Date; provided, however, that Borrower shall use its commercially reasonable efforts to obtain such approvals for any Mortgage(s) and Lien(s) (including pledge of the Equity Interests of such Subsidiary) to be granted by such Additional Credit Party and for the Guarantee of such Additional Credit Party as soon as reasonably practicable; provided, further, that, solely with respect of the ▇▇▇▇ Las Vegas Entities (including the ▇▇▇▇ Las Vegas Pledge), the requirements of subclause (B) above shall be subject to the limitations in any then outstanding ▇▇▇▇ Las Vegas Notes (provided, however, that (i) with respect to the ▇▇▇▇ Las Vegas Entities, the Borrower shall comply with the requirements of subclause (B) above to the maximum extent permitted by any then outstanding ▇▇▇▇ Las Vegas Notes, including, without limitation, Section 4.09 of the indenture governing the ▇▇▇▇ Las Vegas 2023 Notes and (ii) in connection with the Borrower’s compliance with clause (i) of this proviso, (x) the Borrower and the Administrative Agent shall amend or otherwise modify, without the consent of any other party, the Security Documents to the extent necessary to effectuate such compliance) and (y) the Administrative Agent shall enter into such intercreditor agreements (in forms reasonably satisfactory to the Administrative Agent) with respect to the ▇▇▇▇ Las Vegas Pledge with the holders of the ▇▇▇▇ Las Vegas Notes to the extent necessary to effectuate such compliance. All of the foregoing actions shall be at the sole cost and expense of the Credit Parties. Notwithstanding the foregoing in this Section 9.11 to the contrary, it is understood and agreed that no Lien(s), Mortgage(s) and/or Guarantee of the applicable Additional Credit Party shall be required to be granted or delivered at such time as provided in the paragraph above in this Section 9.11 as a result of such Lien(s), Mortgage(s) and/or Guarantee being prohibited (i) by the applicable Gaming Authorities, any other applicable Governmental Authorities or applicable Law; provided, however, that Borrower has used its commercially reasonable efforts to obtain such approvals for such Lien(s), Mortgage(s) and/or Guarantee or (ii) any Contractual Obligation (except to the extent superseded by the applicable provisions of the UCC).

Additional Credit Parties. Upon (i) At the time any Credit Party creating or acquiring any Subsidiary that is Person becomes a Wholly Owned Restricted Subsidiary (other than any Excluded Subsidiary) after the Closing Date, (ii) any Wholly Owned Restricted Subsidiary of a Credit Party ceasing to be an Excluded Subsidiary (includingParty, without limitation, an Immaterial Subsidiary being designated pursuant to Section 9.13 as an Excluded Immaterial Subsidiary) or (iii) any Revocation that results in an Unrestricted Subsidiary becoming a Wholly Owned Restricted Subsidiary (other than any Excluded Subsidiary) of a Credit Party (such Wholly Owned Restricted Subsidiary referenced in clause (i), (ii) or (iii) above, an “Additional Credit Party”), such Credit Party shall, assuming the Borrower shall so notify the Administrative Agent and to the extent that it does not violate any Gaming Law or assuming and to the extent it obtains the approval of the Gaming Authority to the extent such approval is required by applicable Gaming Laws (which Borrower hereby agrees to use commercially reasonable efforts to obtain), (A) cause each such Wholly Owned Restricted Subsidiary to promptly thereafter (but in any event within 45 days after the date thereof) shall (or 95 days, in the event of any Discharge of any Indebtedness in connection with the acquisition of any a) cause such Person (if it is a Domestic Subsidiary) after to execute a Joinder Agreement in form reasonably acceptable to Administrative Agent, (b)(i) cause all of the later Stock of such event described Person (if such Person is a Domestic Subsidiary) or 65% of the Stock of such Person (if such Person is a Foreign Subsidiary owned by a Credit Party) to be delivered to the Administrative Agent (together with undated stock powers signed in clause (i)blank) and pledged to the Administrative Agent pursuant to an appropriate pledge agreement in substantially the form of the Pledge Agreement and otherwise in a form acceptable to the Administrative Agent, (ii) or if such Person is a Domestic Subsidiary, pledge all of its assets to the Administrative Agent pursuant to a security agreement in substantially the form of the Security Agreement and otherwise in a form acceptable to the Administrative Agent, (iii) above or receipt if such Person is a Domestic Subsidiary and has any Subsidiaries, (A) deliver all of the Stock of such approval Domestic Subsidiaries and 65% of the Stock of such direct Foreign Subsidiaries (or such longer period of time as together with undated stock powers signed in blank) to the Administrative Agent may agree and (B) execute a pledge agreement in substantially the form of the Pledge Agreement and otherwise in a form acceptable to the Administrative Agent, (iv) if such Person is a Domestic Subsidiary and owns or leases any real property in its sole discretion)the United States of America, execute any and deliver all such agreementsnecessary mortgages, guaranteesdeeds of trust, documents and certificates (including Joinder Agreementsdeeds to secure debt, any amendments collateral assignments of leaseholds or other appropriate real estate collateral documentation in a form acceptable to the Credit Documents, lien searches Administrative Agent and a Perfection Certificate(v) deliver such other documentation as the Administrative Agent may reasonably request in order to have such Wholly Owned Restricted Subsidiary become a Guarantor connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, environmental reports and landlord waivers, and (B)(I) execute and deliver to Collateral Agent such amendments to or additional Security Documents as Collateral Agent deems necessary or advisable in order to grant to Collateral Agent for the benefit of the Secured Parties, a perfected security interest in the Equity Interests of such Additional Credit Party which are owned by any Credit Party and required to be pledged pursuant to the Security Agreement, (II) deliver to Collateral Agent the certificates (if any) representing such Equity Interests together with in the case of such Equity Interests, undated stock powers endorsed in blank, (IIIc) cause such Additional Credit Party Person to take deliver certified resolutions and other organizational and authorizing documents of such actions necessary or advisable Person and favorable opinions of counsel to such Person (including executing which shall cover, among other things, the legality, validity, binding effect and delivering a Joinder Agreement) to grant to Collateral Agent for the benefit enforceability of the Secured Parties, a perfected security interest in the collateral described in (subject documentation referred to any requirements set forth in the Security Agreement with respect to limitations on grant of security interests in certain types of assets or Pledged Collateral and limitations or exclusions from the requirement to perfect Liens on such Pledged Collateral and excluding acts with respect to perfection of security interests and Liens not required under, or excluded from the requirements under, the Security Agreement) the Security Agreement and above); it being understood that all other Property (limited, in the case of any first-tier Foreign Subsidiary that is a CFC or any CFC Holdco, to 65% of the voting Equity Interests documentation, agreements, instruments, certificates and 100% of the non-voting Equity Interests of such Foreign Subsidiary or CFC Holdcoopinions to be delivered pursuant to (a), (b) of such Additional Credit Party in accordance with the provisions of Section 9.08 hereof with respect to such Additional Credit Party, or as necessary under applicable law or as may be reasonably requested by Collateral Agent, and (IVc) deliver to Collateral Agent all legal opinions above shall be in form, content and scope reasonably requested by Collateral Agent with respect to such Additional Credit Party relating satisfactory to the matters described above covering matters similar to those covered in the opinions delivered on the Closing Date; provided, however, that Borrower shall use its commercially reasonable efforts to obtain such approvals for any Mortgage(s) and Lien(s) (including pledge of the Equity Interests of such Subsidiary) to be granted by such Additional Credit Party and for the Guarantee of such Additional Credit Party as soon as reasonably practicable. All of the foregoing actions shall be at the sole cost and expense of the Credit PartiesAdministrative Agent. Notwithstanding the foregoing anything in this Section 9.11 6.12 to the contrary, it is understood and agreed that no Lien(s), Mortgage(s) and/or Guarantee of the applicable Additional Credit Party shall be required to be granted (x) take any action which would violate any Requirement of Law or delivered at (y) ▇▇▇▇▇ ▇ ▇▇▇▇ on any asset that is subject to a Permitted Lien if the granting of such time Lien would violate the agreement creating or evidencing such Permitted Lien, so long as provided in such agreement was not entered into with the paragraph above in intent of avoiding the requirements of this Section 9.11 as a result of such Lien(s), Mortgage(s) and/or Guarantee being prohibited (i) by the applicable Gaming Authorities, any other applicable Governmental Authorities or applicable Law; provided, however, that Borrower has used its commercially reasonable efforts to obtain such approvals for such Lien(s), Mortgage(s) and/or Guarantee or (ii) any Contractual Obligation (except to the extent superseded by the applicable provisions of the UCC)6.12.

Additional Credit Parties. Upon (ia) Except for the Subsidiaries of HTS, which shall not be required to become Guarantors hereunder, where Domestic Subsidiaries that are not Guarantors hereunder (the "Non-Guarantor Subsidiaries") shall, at any Credit Party creating time, individually in -------------------------- any instance, qualify as a Significant Subsidiary, as of either the Amendment Date or acquiring any Subsidiary that is a Wholly Owned Restricted Subsidiary (other than any Excluded Subsidiary) after the Closing Dateend of the most recent fiscal quarter, (ii) any Wholly Owned Restricted Subsidiary of a Credit Party ceasing then Borrower shall promptly notify Administrative Agent thereof and cause such Non-Guarantor Subsidiaries to be an Excluded Subsidiary (includingjoined as Guarantors. In connection with any such joinder hereunder, without limitationBorrower shall cause there to be delivered to Administrative Agent promptly, an Immaterial Subsidiary being designated pursuant to Section 9.13 as an Excluded Immaterial Subsidiary) or (iii) any Revocation that results in an Unrestricted Subsidiary becoming a Wholly Owned Restricted Subsidiary (other than any Excluded Subsidiary) of a Credit Party (such Wholly Owned Restricted Subsidiary referenced in clause (i), (ii) or (iii) above, an “Additional Credit Party”), such Credit Party shall, assuming and to the extent that it does not violate any Gaming Law or assuming and to the extent it obtains the approval of the Gaming Authority to the extent such approval is required by applicable Gaming Laws (which Borrower hereby agrees to use commercially reasonable efforts to obtain), (A) cause each such Wholly Owned Restricted Subsidiary to promptly (but in any event within 45 days 30 days, (i) a Guaranty (or 95 daysan amendment, supplement or joinder to the existing Guaranty), and an amendment, supplement or joinder to the Collateral Documents (including UCC financing statements), in form and substance satisfactory to Administrative Agent, to join the event applicable Domestic Subsidiary as a Guarantor hereunder, and such other action necessary or advisable to cause the Liens created by the Collateral Documents to be duly perfected by the filing of any Discharge of any Indebtedness in connection with the acquisition of any such Subsidiary) after the later of such event described in clause (i)appropriate financing statements, (ii) or (iii) above or receipt such supporting resolutions, incumbency certificates, corporate formation and organizational documentation and opinions of such approval (or such longer period of time as Administrative Agent may agree to in its sole discretion), execute and deliver all such agreements, guarantees, documents and certificates (including Joinder Agreements, any amendments to the Credit Documents, lien searches and a Perfection Certificate) counsel as Administrative Agent may reasonably request in order to have such Wholly Owned Restricted Subsidiary become a Guarantor request, and (B)(Iiii) execute stock certificates and deliver to Collateral Agent such amendments to or additional Security Documents as Collateral Agent deems necessary or advisable in order to grant to Collateral Agent for related pledge agreements and pledge joinder agreements evidencing the benefit pledge of 100% of the Secured Parties, a perfected security capital stock or other equity interest in the Equity Interests of such Additional Credit Party Significant Subsidiary, together with undated stock transfer powers executed in blank. (b) Where there shall exist any Foreign Subsidiary which are qualifies as a Significant Subsidiary and is directly owned by any Credit Party the Borrower or a Domestic Subsidiary, as of the end of the most recent fiscal quarter, then Borrower shall promptly notify Administrative Agent thereof and required cause to be pledged pursuant delivered to the Security AgreementAdministrative Agent promptly, but in any event within 30 days, (IIi) deliver to Collateral Agent stock certificates and related pledge agreements and pledge joinder agreements evidencing the certificates (if any) representing such Equity Interests together with in the case pledge of such Equity Interests, undated stock powers endorsed in blank, (III) cause such Additional Credit Party to take such actions necessary or advisable (including executing and delivering a Joinder Agreement) to grant to Collateral Agent for the benefit of the Secured Parties, a perfected security interest in the collateral described in (subject to any requirements set forth in the Security Agreement with respect to limitations on grant of security interests in certain types of assets or Pledged Collateral and limitations or exclusions from the requirement to perfect Liens on such Pledged Collateral and excluding acts with respect to perfection of security interests and Liens not required under, or excluded from the requirements under, the Security Agreement) the Security Agreement and all other Property (limited, in the case of any first-tier Foreign Subsidiary that is a CFC or any CFC Holdco, to 65% of the voting Equity Interests and 100% of the non-voting Equity Interests capital stock or other equity interest of such Foreign Subsidiary or CFC Holdco) of such Additional Credit Party Subsidiary, together with undated stock transfer powers executed in accordance with the provisions of Section 9.08 hereof with respect to such Additional Credit Party, or as necessary under applicable law or as may be reasonably requested by Collateral Agentblank, and (IV) deliver to Collateral Agent all legal opinions reasonably requested by Collateral Agent with respect to such Additional Credit Party relating to the matters described above covering matters similar to those covered in the opinions delivered on the Closing Date; provided, however, that Borrower shall use its commercially reasonable efforts to obtain such approvals for any Mortgage(s) and Lien(s) (including pledge of the Equity Interests of such Subsidiary) to be granted by such Additional Credit Party and for the Guarantee of such Additional Credit Party as soon as reasonably practicable. All of the foregoing actions shall be at the sole cost and expense of the Credit Parties. Notwithstanding the foregoing in this Section 9.11 to the contrary, it is understood and agreed that no Lien(s), Mortgage(s) and/or Guarantee of the applicable Additional Credit Party shall be required to be granted or delivered at such time as provided in the paragraph above in this Section 9.11 as a result of such Lien(s), Mortgage(s) and/or Guarantee being prohibited (i) by the applicable Gaming Authorities, any other applicable Governmental Authorities or applicable Law; provided, however, that Borrower has used its commercially reasonable efforts to obtain such approvals for such Lien(s), Mortgage(s) and/or Guarantee or (ii) any Contractual Obligation (except to the extent superseded by the applicable provisions such supporting resolutions, incumbency certificates, corporate formation and organizational documentation and opinions of the UCC)counsel as Administrative Agent may reasonably request, in connection therewith.

Additional Credit Parties. Upon (a) MSG may designate additional US Subsidiaries to be US Borrowers under the US Credit Agreement, and Ravenstock may designate additional Foreign Subsidiaries organized under the laws of the United Kingdom to be additional UK Borrowers under the UK Credit Agreement, and thereby include the assets of such Subsidiaries in calculation of the Applicable Borrowing Base, subject to all the terms thereof; provided that there shall be no more than three (3) US Borrowers or UK Borrowers at any time. Such designation shall only become effective at such time as (i) any Credit Party creating or acquiring any the designated Subsidiary that is shall have executed and delivered to the Administrative Agent, with sufficient copies for each Applicable Lender, a Wholly Owned Restricted Subsidiary Joinder Agreement (other than any Excluded Subsidiaryas amended to be valid and binding under the laws of England and Wales in the case of an additional UK Borrower) after and shall have granted to the Closing DateApplicable Security Agent first priority and fully perfected Liens on its assets, (ii) the Applicable Security Agent shall have received a first priority pledge of or charge over the Capital Stock of such Subsidiary, (iii) the Administrative Agent shall have received such opinions of counsel, corporate documents and other documents and instruments as the Administrative Agent or the Applicable Security Agent may reasonably request, in each case in form and substance satisfactory to the Administrative Agent and the Applicable Security Agent and (iv) if the additional Subsidiary was acquired or created in connection with any Wholly Owned Restricted acquisition and the aggregate purchase price in connection with such an acquisition is in excess of $5,000,000 (or if the Rental Fleet Assets owned by such additional Borrower that may be included in any calculation of the US Borrowing Base or the UK Borrowing Base have a value in excess of $5,000,000), the Administrative Agent shall have received a satisfactory “desktop appraisal” of the Rental Fleet Assets owned by such additional Borrower Upon the satisfaction of such conditions, the applicable Subsidiary shall become a US Borrower or UK Borrower for all purposes of the Loan Documents. (b) If after the Closing Date either any Non-Guarantor Subsidiary or Mobile Storage Group (Texas), L.P. acquires assets with a fair market value of $100,000 or more, or any Borrower or any of its Subsidiaries forms or acquires a Subsidiary (in a Permitted Acquisition, including any merger, amalgamation or consolidation in connection therewith) which has assets with a fair market value of $100,000 or more, then unless such Subsidiary has become a Borrower pursuant to Section 7.32(a), the Borrowers shall promptly (and in any event within 5 Applicable Business Days) cause such Subsidiary to become a Subsidiary Guarantor by executing and delivering to the Administrative Agent and the UK Agent, as applicable, with sufficient copies for each Lender, a Guaranty or a supplement or joinder to a Subsidiary Guaranty to guarantee the Obligations of the Borrowers (in the case of a Credit Party ceasing US Subsidiary) or the UK Borrower (in the case of a Foreign Subsidiary), and grant to be an Excluded the Applicable Security Agent, as applicable, first priority and fully perfected Liens on its assets and the Capital Stock of such Subsidiary (limited in the case of Capital Stock of a Foreign Subsidiary to the extent set forth in the Pledge Agreement) to secure its Obligations, with such opinions of counsel (including, without limitation, an Immaterial Subsidiary being designated pursuant to Section 9.13 such opinions of counsel as an Excluded Immaterial Subsidiary) or (iii) any Revocation that results in an Unrestricted Subsidiary becoming a Wholly Owned Restricted Subsidiary (other than any Excluded Subsidiary) of a Credit Party (such Wholly Owned Restricted Subsidiary referenced in clause (i), (ii) or (iii) above, an “Additional Credit Party”), such Credit Party shall, assuming and to the extent that it does not violate any Gaming Law or assuming and to the extent it obtains the approval of the Gaming Authority to the extent such approval is required by applicable Gaming Laws (which Borrower hereby agrees to use commercially reasonable efforts to obtain), (A) cause each such Wholly Owned Restricted Subsidiary to promptly (but in any event within 45 days (or 95 days, in the event of any Discharge of any Indebtedness may be requested in connection with the acquisition of any such Subsidiary) after the later of such event described in clause Mobile Storage Group (iTexas), (ii) L.P. acquiring assets with a fair market value in excess of $100,000 or (iii) above or receipt of such approval (or such longer period of time as Administrative Agent may agree to in its sole discretionmore), execute and deliver all such agreements, guarantees, corporate documents and certificates (including Joinder Agreements, any amendments to other documents and instruments as the Credit Documents, lien searches and a Perfection Certificate) as Administrative Applicable Security Agent may reasonably request request, in order to have such Wholly Owned Restricted Subsidiary become a Guarantor each case in form and (B)(I) execute and deliver to Collateral Agent such amendments to or additional Security Documents as Collateral Agent deems necessary or advisable in order to grant to Collateral Agent for the benefit of the Secured Parties, a perfected security interest in the Equity Interests of such Additional Credit Party which are owned by any Credit Party and required to be pledged pursuant substance satisfactory to the Applicable Security AgreementAgent. Notwithstanding the foregoing, (II) deliver to Collateral Agent the certificates (if any) representing such Equity Interests together with in the case of such Equity Interests, undated stock powers endorsed in blank, (III) cause such Additional Credit Party to take such actions necessary or advisable (including executing and delivering a Joinder Agreement) to grant to Collateral Agent for the benefit of the Secured Parties, a perfected security interest in the collateral described in (Liens on any assets constituting Real Estate shall be subject to any requirements set forth in the Security Agreement with respect to limitations on grant of security interests in certain types of assets or Pledged Collateral and limitations or exclusions from the requirement to perfect Liens on such Pledged Collateral and excluding acts with respect to perfection of security interests and Liens not required under, or excluded from the requirements under, the Security Agreement) the Security Agreement and all other Property (limited, in the case of any first-tier Foreign Subsidiary that is a CFC or any CFC Holdco, to 65% of the voting Equity Interests and 100% of the non-voting Equity Interests of such Foreign Subsidiary or CFC Holdco) of such Additional Credit Party in accordance with the provisions of Section 9.08 hereof with respect to such Additional Credit Party, or as necessary under applicable law or as may be reasonably requested by Collateral Agent, and (IV) deliver to Collateral Agent all legal opinions reasonably requested by Collateral Agent with respect to such Additional Credit Party relating to the matters described above covering matters similar to those covered in the opinions delivered on the Closing Date; provided, however, that Borrower shall use its commercially reasonable efforts to obtain such approvals for any Mortgage(s) and Lien(s) (including pledge of the Equity Interests of such Subsidiary) to be granted by such Additional Credit Party and for the Guarantee of such Additional Credit Party as soon as reasonably practicable. All of the foregoing actions shall be at the sole cost and expense of the Credit Parties. Notwithstanding the foregoing in this Section 9.11 to the contrary, it is understood and agreed that no Lien(s), Mortgage(s) and/or Guarantee of the applicable Additional Credit Party shall be required to be granted or delivered at such time as provided in the paragraph above in this Section 9.11 as a result of such Lien(s), Mortgage(s) and/or Guarantee being prohibited (i) by the applicable Gaming Authorities, any other applicable Governmental Authorities or applicable Law; provided, however, that Borrower has used its commercially reasonable efforts to obtain such approvals for such Lien(s), Mortgage(s) and/or Guarantee or (ii) any Contractual Obligation (except to the extent superseded by the applicable provisions of the UCC)7.33.

Additional Credit Parties. Upon (i) At the time any Credit Party creating or acquiring any Subsidiary that is Person becomes a Wholly Owned Restricted Subsidiary (other than any Excluded Subsidiary) after the Closing Date, (ii) any Wholly Owned Restricted Subsidiary of a Credit Party ceasing to be an Excluded Subsidiary (includingParty, without limitation, an Immaterial Subsidiary being designated pursuant to Section 9.13 as an Excluded Immaterial Subsidiary) or (iii) any Revocation that results in an Unrestricted Subsidiary becoming a Wholly Owned Restricted Subsidiary (other than any Excluded Subsidiary) of a Credit Party (such Wholly Owned Restricted Subsidiary referenced in clause (i), (ii) or (iii) above, an “Additional Credit Party”), such Credit Party shall, assuming the Borrower shall so notify the Administrative Agent and to the extent that it does not violate any Gaming Law or assuming and to the extent it obtains the approval of the Gaming Authority to the extent such approval is required by applicable Gaming Laws (which Borrower hereby agrees to use commercially reasonable efforts to obtain), (A) cause each such Wholly Owned Restricted Subsidiary to promptly thereafter (but in any event within 45 30 days after the date thereof) shall (or 95 daysa) cause such Person to, if it is a Domestic Subsidiary, execute a Joinder Agreement in substantially the event same form as Exhibit 7.13, (b) unless a Release of any Discharge Collateral Event has occurred and the Borrower has exercised its rights under Section 11.18, (i) cause all of any Indebtedness in connection with the acquisition capital stock of any such Person (if such Person is a Domestic Subsidiary) after or 65% of the later capital stock of such event described Person (if such Person is a Foreign Subsidiary owned by the Borrower or a Domestic Subsidiary) to be delivered to the Collateral Agent (together with undated stock powers signed in clause (i)blank) and pledged to the Collateral Agent pursuant to an appropriate pledge agreement in substantially the form of the Pledge Agreements and otherwise in a form acceptable to the Collateral Agent, (ii) or if such Person is a Domestic Subsidiary, pledge all of its assets to the Lenders pursuant to a security agreement in substantially the form of the Security Agreements and otherwise in a form acceptable to the Collateral Agent, (iii) above or receipt if such Person is a Domestic Subsidiary and has any Subsidiaries, (A) deliver all of the capital stock of such approval Domestic Subsidiaries and 65% of the capital stock of such direct Foreign Subsidiaries (together with undated stock powers signed in blank) to the Collateral Agent and (B) execute a pledge agreement in substantially the form of the Pledge Agreements and otherwise in a form acceptable to the Collateral Agent, (iv) if such Person is a Domestic Subsidiary and owns or leases any real property in the United States of America, execute any and all necessary mortgages, deeds of trust, deeds to secure debt, leasehold mortgages, collateral assignments of leaseholds or other appropriate real estate collateral documentation in a form substantially similar to the Mortgages or the Leasehold Mortgages, as the case may be, with appropriate covenants as necessary (provided that if a leased property is solely for use as a sales office or showroom it shall not be required to be mortgaged) and (v) deliver such longer period of time other documentation as the Administrative Agent may agree to in its sole discretion), execute and deliver all such agreements, guarantees, documents and certificates (including Joinder Agreements, any amendments to the Credit Documents, lien searches and a Perfection Certificate) as Administrative or Collateral Agent may reasonably request in order connection with the foregoing (to have the extent any such Wholly Owned Restricted Subsidiary become a Guarantor and (B)(I) execute and deliver to Collateral Agent such amendments to or additional Security Documents as Collateral Agent deems necessary or advisable in order to grant to Collateral Agent for the benefit of the Secured Parties, a perfected security interest in the Equity Interests of such Additional Credit Party which are owned by any Credit Party and documentation was required to be pledged delivered to an Agent pursuant to Section 5.1 on or before the Security AgreementEffective Date), including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, environmental reports and landlord waivers, and (II) deliver to Collateral Agent the certificates (if any) representing such Equity Interests together with in the case of such Equity Interests, undated stock powers endorsed in blank, (IIIc) cause such Additional Person to deliver certified resolutions and other organizational and authorizing documents of such Person and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above); it being understood that all of the documentation, agreements, instruments, certificates and opinions to be delivered pursuant to (a), (b) and (c) above shall be in form, content and scope reasonably satisfactory to the Agents. Notwithstanding anything in this Section 7.13 to the contrary, this Section 7.13 shall not require any Credit Party to take such actions necessary any action which would (x) violate any Requirement of Law or advisable (including executing and delivering a Joinder Agreementy) to grant to Collateral Agent for require the benefit creation of the Secured Parties, a perfected security interest in the collateral described in (any Lien on any asset subject to a Permitted Lien that would result in a breach of any requirements set forth in agreement creating or evidencing such asset so long as such agreement was not entered into with the Security Agreement with respect to limitations on grant intent of security interests in certain types of assets or Pledged Collateral and limitations or exclusions from the requirement to perfect Liens on such Pledged Collateral and excluding acts with respect to perfection of security interests and Liens not required under, or excluded from avoiding the requirements under, the Security Agreement) the Security Agreement and all other Property (limited, in the case of any first-tier Foreign Subsidiary that is a CFC or any CFC Holdco, to 65% of the voting Equity Interests and 100% of the non-voting Equity Interests of such Foreign Subsidiary or CFC Holdco) of such Additional Credit Party in accordance with the provisions of Section 9.08 hereof with respect to such Additional Credit Party, or as necessary under applicable law or as may be reasonably requested by Collateral Agent, and (IV) deliver to Collateral Agent all legal opinions reasonably requested by Collateral Agent with respect to such Additional Credit Party relating to the matters described above covering matters similar to those covered in the opinions delivered on the Closing Date; provided, however, that Borrower shall use its commercially reasonable efforts to obtain such approvals for any Mortgage(s) and Lien(s) (including pledge of the Equity Interests of such Subsidiary) to be granted by such Additional Credit Party and for the Guarantee of such Additional Credit Party as soon as reasonably practicable. All of the foregoing actions shall be at the sole cost and expense of the Credit Parties. Notwithstanding the foregoing in this Section 9.11 to the contrary, it is understood and agreed that no Lien(s), Mortgage(s) and/or Guarantee of the applicable Additional Credit Party shall be required to be granted or delivered at such time as provided in the paragraph above in this Section 9.11 as a result of such Lien(s), Mortgage(s) and/or Guarantee being prohibited (i) by the applicable Gaming Authorities, any other applicable Governmental Authorities or applicable Law; provided, however, that Borrower has used its commercially reasonable efforts to obtain such approvals for such Lien(s), Mortgage(s) and/or Guarantee or (ii) any Contractual Obligation (except to the extent superseded by the applicable provisions of the UCC)7.13.

Additional Credit Parties. Upon (a) Subject to Section 9.11(c), upon (i) any Credit Party creating or acquiring any Subsidiary that is a Wholly Owned Restricted Subsidiary (other than any Excluded Subsidiary) after the Closing Date, (ii) any Wholly Owned Restricted Subsidiary of a Credit Party ceasing to be an Excluded Subsidiary (including, without limitation, an Immaterial Subsidiary being designated pursuant to Section 9.13 as an Excluded Immaterial Subsidiary) or (iii) any Revocation that results in an Unrestricted Subsidiary becoming a Wholly Owned Restricted Subsidiary (other than any Excluded Subsidiary) of a Credit Party (such Wholly Owned Restricted Subsidiary referenced in clause (i), (ii) or (iii) above, an “Additional Credit Party”), such Credit Party shall, assuming and to the extent that it does not violate any Gaming Gaming/Racing Law or assuming and to the extent it obtains the approval of the Gaming Gaming/Racing Authority to the extent such approval is required by applicable Gaming Gaming/Racing Laws (which Borrower hereby agrees to use commercially reasonable efforts to obtain), (A) cause each such Wholly Owned Restricted Subsidiary to promptly (but in any event within 45 60 days (or 95 days, in the event of any Discharge of any Indebtedness in connection with the acquisition of any such Subsidiary) after the later determination of any such event described in clause (i), (ii) or (iii) above or receipt of such approval (or such longer period of time as Administrative Agent may agree to in its sole discretion), execute and deliver all such agreements, guarantees, documents and certificates (including Joinder Agreements, any amendments to the Credit Documents, lien searches Documents and a Perfection Certificate) as Administrative Agent may reasonably request in order to have such Wholly Owned Restricted Subsidiary become a Guarantor and (B)(IB) promptly (I) execute and deliver to Collateral Agent such amendments to or additional Security Documents as Collateral Agent reasonably deems necessary or advisable in order to grant to Collateral Agent for the benefit of the Secured Parties, a perfected security interest in the Equity Interests of such Additional Credit Party new Restricted Subsidiary which are owned by any Credit Party and required to be pledged pursuant to the Security Agreement(other than Excluded Property), (II) deliver to Collateral Agent the certificates (if any) representing such Equity Interests together with in the case of such Equity Interests, undated stock powers endorsed in blank, (III) cause such Additional Credit Party new Restricted Subsidiary to take such actions reasonably necessary or advisable (including executing and delivering a Joinder AgreementAgreement or new or additional Security Documents) to grant to Collateral Agent for the benefit of the Secured Parties, a perfected security interest in the collateral described in (subject to any requirements set forth herein and in the Security Agreement Documents with respect to limitations on grant of security interests in certain types of assets or Pledged Collateral and limitations or exclusions from the requirement to perfect Liens on such Pledged Collateral and excluding acts with respect to perfection of security interests and Liens not required under, or excluded from the requirements under, this Agreement and the Security AgreementDocuments) the Security Agreement Documents and all other Property (limited, in the case of any first-tier Foreign Subsidiary that is a CFC or any CFC Holdco, to 65% of the voting Equity Interests and 100% of the non-voting Equity Interests of such Foreign Restricted Subsidiary or CFC Holdco(other than Excluded Property) of such Additional Credit Party in accordance with the provisions of Section 9.08 hereof with respect to such Additional Credit Partynew Restricted Subsidiary, or as necessary under applicable law by Law or as may be reasonably requested by Collateral Agent, and (IV) deliver to Collateral Agent all legal opinions reasonably requested by Collateral Administrative Agent with respect to such Additional Credit Party relating to the matters described above covering matters similar to those covered in the opinions delivered on the Closing DateDate with respect to such Guarantor; provided, however, that (i) that, in the case of approvals of Gaming/Racing Authorities, Borrower shall use its commercially reasonable efforts to obtain such approvals for any Mortgage(s), Ship Mortgage(s) and Lien(s) (including pledge of the Equity Interests of such Subsidiary) to be granted by such Additional Credit Party Restricted Subsidiary and for the Guarantee of such Additional Credit Party Restricted Subsidiary as soon as reasonably practicablepracticable and (ii) any Mortgages or Ship Mortgages required to be delivered pursuant to this Section 9.11 shall be delivered within ninety (90) days (or such later date as Administrative Agent may agree to in its sole discretion) after the later of acquisition thereof or receipt of applicable approvals. All of the foregoing actions shall be at the sole cost and expense of the Credit Parties. . (b) Notwithstanding the foregoing in this Section 9.11 to the contrary, it is understood and agreed that no Lien(s), Mortgage(s), Ship Mortgage(s) and/or Guarantee of the applicable Additional Credit Party shall be required to be granted or delivered at such time as provided in the paragraph above in this Section 9.11 as a result of such Lien(s), Mortgage(s), Ship Mortgage(s) and/or Guarantee being prohibited (i) by the applicable Gaming Gaming/Racing Authorities, any other applicable Governmental Authorities or applicable Law; provided, however, that that, in the case of approvals of Gaming/Racing Authorities, Borrower has used its and the applicable Subsidiaries shall use commercially reasonable efforts to obtain such approvals for such Lien(s) (including a pledge of the Equity Interests of such Subsidiary), Mortgage(s), Ship Mortgage(s) and/or Guarantee or as soon as reasonably practicable. (iic) any Contractual Obligation (except Notwithstanding anything to the extent superseded by contrary in this Agreement or any other Credit Document, Borrower may, in its sole discretion, cause any Restricted Subsidiary that is not required to become a Guarantor to become an Additional Credit Party and a Guarantor in accordance with the applicable provisions of the UCC)in Section 9.11(a) and Section 9.11(b) above.

Additional Credit Parties. Upon (i) If any Person becomes a Subsidiary of any Credit Party creating or acquiring upon the formation of any Preferred Stock Subsidiary that or if at any time any Non-Guarantor Subsidiary could become a Credit Party without violating the terms of any material contract, agreement or document to which it is a Wholly Owned Restricted Subsidiary party, the Principal Borrower shall (other than any Excluded Subsidiarya) after the Closing Date, (ii) any Wholly Owned Restricted if such Person is a Domestic Subsidiary of a Credit Party ceasing or a Preferred Stock Subsidiary, cause such Person to be an Excluded Subsidiary execute a Joinder Agreement in substantially the same form as Exhibit 7.12 on or before the deadline for delivery of the next Quarterly Stock Repurchase/Joinder Statement, (including, without limitation, an Immaterial Subsidiary being designated pursuant to b) provide the Administrative Agent with notice thereof on a quarterly basis by delivering a Quarterly Stock Repurchase/Joinder Statement and other documentation as required in Section 9.13 as an Excluded Immaterial Subsidiary) or (iii) any Revocation that results in an Unrestricted Subsidiary becoming a Wholly Owned Restricted Subsidiary (other than any Excluded Subsidiary) of a Credit Party (such Wholly Owned Restricted Subsidiary referenced in clause (i7.1(l), and (ii) or (iii) above, an “Additional Credit Party”), such Credit Party shall, assuming and to the extent that it does not violate any Gaming Law or assuming and to the extent it obtains the approval of the Gaming Authority to the extent such approval is required by applicable Gaming Laws (which Borrower hereby agrees to use commercially reasonable efforts to obtain), (Ac) cause each such Wholly Owned Restricted Subsidiary Person to promptly (but in any event within 45 days (or 95 days, in deliver such other documentation as the event of any Discharge of any Indebtedness in connection with the acquisition of any such Subsidiary) after the later of such event described in clause (i), (ii) or (iii) above or receipt of such approval (or such longer period of time as Administrative Agent may agree to in its sole discretion), execute and deliver all such agreements, guarantees, documents and certificates (including Joinder Agreements, any amendments to the Credit Documents, lien searches and a Perfection Certificate) as Administrative Agent may reasonably request in order connection with the foregoing, including, without limitation, certified resolutions and other organizational and authorizing documents of such Person, favorable opinions of counsel to have such Wholly Owned Restricted Subsidiary become a Guarantor Person (which shall cover, among other things, the legality, validity, binding effect and (B)(I) execute and deliver to Collateral Agent such amendments to or additional Security Documents as Collateral Agent deems necessary or advisable in order to grant to Collateral Agent for the benefit enforceability of the Secured Partiesdocumentation referred to above), a perfected security interest all in the Equity Interests of such Additional Credit Party which are owned by any Credit Party form, content and required to be pledged pursuant scope reasonably satisfactory to the Security Agreement, (II) deliver to Collateral Agent the certificates (if any) representing such Equity Interests together with in the case of such Equity Interests, undated stock powers endorsed in blank, (III) cause such Additional Credit Party to take such actions necessary or advisable (including executing Administrative Agent. If a Non-Guarantor Subsidiary executes and delivering delivers a Joinder Agreement it shall no longer be deemed a Non-Guarantor Subsidiary under this Credit Agreement) to grant to Collateral Agent for the benefit of the Secured Parties, a perfected security interest in the collateral described in (subject to any requirements set forth in the Security Agreement with respect to limitations on grant of security interests in certain types of assets or Pledged Collateral and limitations or exclusions from the requirement to perfect Liens on such Pledged Collateral and excluding acts with respect to perfection of security interests and Liens not required under, or excluded from the requirements under, the Security Agreement) the Security Agreement and all other Property (limited, in the case of any first-tier Foreign Subsidiary that is a CFC or any CFC Holdco, to 65% of the voting Equity Interests and 100% of the non-voting Equity Interests of such Foreign Subsidiary or CFC Holdco) of such Additional Credit Party in accordance with the provisions of Section 9.08 hereof with respect to such Additional Credit Party, or as necessary under applicable law or as may be reasonably requested by Collateral Agent, and (IV) deliver to Collateral Agent all legal opinions reasonably requested by Collateral Agent with respect to such Additional Credit Party relating to the matters described above covering matters similar to those covered in the opinions delivered on the Closing Date; provided, however, that Borrower shall use its commercially reasonable efforts to obtain such approvals for any Mortgage(s) and Lien(s) (including pledge of the Equity Interests of such Subsidiary) to be granted by such Additional Credit Party and for the Guarantee of such Additional Credit Party as soon as reasonably practicable. All of the foregoing actions shall be at the sole cost and expense of the Credit Parties. Notwithstanding the foregoing in this Section 9.11 to foregoing, the contrary, it is understood and agreed that no Lien(s), Mortgage(s) and/or Guarantee of the applicable Additional Credit Party Parties shall be required permitted to be granted or delivered at such time not cause a Subsidiary to execute a Joinder Agreement as provided in the paragraph above in this Section 9.11 as a result of such Lien(s), Mortgage(s) and/or Guarantee being prohibited if either (i) by the applicable Gaming Authorities, any other applicable Governmental Authorities or applicable Lawsuch Subsidiary holds no assets; provided, however, that Borrower has used its commercially reasonable efforts to obtain such approvals for such Lien(s), Mortgage(s) and/or Guarantee or (ii) any Contractual Obligation (except A) such Subsidiary holds total assets with a value of less than $500,000 and (B) the sum of the values of the total assets held by the Subsidiaries already excluded as Guarantors pursuant to subclause (A) plus the extent superseded value of the total assets held by the applicable provisions of the UCC)Subsidiary is less than $5,000,000.

Additional Credit Parties. Upon (i) any Credit Party creating or acquiring any Subsidiary that is a Wholly Owned Restricted Subsidiary (other than any Excluded Subsidiary) after the Closing Date, (ii) any Wholly Owned Restricted Subsidiary of a Credit Party ceasing to be an Excluded Subsidiary (including, without limitation, an Immaterial Subsidiary being designated pursuant to Section 9.13 as an Excluded Immaterial Subsidiary) or (iii) any Revocation that results in an Unrestricted Subsidiary becoming a Wholly Owned Restricted Subsidiary (other than any Excluded Subsidiary) of a Credit Party (such Wholly Owned Restricted Subsidiary referenced in clause (i), (ii) or (iii) above, an “Additional Credit Party”), such Credit Party shall, assuming and to the extent that it does not violate any Gaming Law or assuming and to the extent it obtains the approval of the Gaming Authority to the extent such approval is required by applicable Gaming Laws (which Borrower hereby agrees to use commercially reasonable efforts to obtain), (A) cause each such Wholly Owned Restricted Subsidiary to promptly (but in any event within 45 days (or 95 days, in the event of any Discharge of any Indebtedness in connection with the acquisition of any such Subsidiary) after the later of such event described in clause (i), (ii) or (iii) above or receipt of such approval (or such longer period of time as Administrative Agent may agree to in its sole discretion), execute and deliver all such agreements, guarantees, documents and certificates (including Joinder Agreements, any amendments to the Credit Documents, lien searches and a Perfection Certificate) as Administrative Agent may reasonably request in order to have such Wholly Owned Restricted Subsidiary become a Guarantor and (B)(I) execute and deliver to Collateral Agent such amendments to or additional Security Documents as Collateral Agent deems necessary or advisable in order to grant to Collateral Agent for the benefit of the Secured Parties, a perfected security interest in the Equity Interests of such Additional Credit Party which are owned by any Credit Party and required to be pledged pursuant to the Security Agreement, (II) deliver to Collateral Agent the certificates (if any) representing such Equity Interests together with in the case of such Equity Interests, undated stock powers endorsed in blank, (III) cause such Additional Credit Party to take such actions necessary or advisable (including executing and delivering a Joinder Agreement) to grant to Collateral Agent for the benefit of the Secured Parties, a perfected security interest in the collateral described in (subject to any requirements set forth in the Security Agreement with respect to limitations on grant of security interests in certain types of assets or Pledged Collateral and limitations or exclusions from the requirement to perfect Liens on such Pledged Collateral and excluding acts with respect to perfection of security interests and Liens not required under, or excluded from the requirements under, the Security Agreement) the Security Agreement and all other Property (limited, in the case of any first-tier Foreign Subsidiary that is a CFC or any CFC Holdco, to 65% of the voting Equity Interests and 100% of the non-voting Equity Interests of such Foreign Subsidiary or CFC Holdco) of such Additional Credit Party in accordance with the provisions of Section 9.08 hereof with respect to such Additional Credit Party, or as necessary under applicable law or as may be reasonably requested by Collateral Agent, and (IV) deliver to Collateral Agent all legal opinions reasonably requested by Collateral Agent with respect to such Additional Credit Party relating to the matters described above covering matters similar to those covered in the opinions delivered on the Closing Date; provided, however, that Borrower shall use its commercially reasonable efforts to obtain such approvals for any Mortgage(s) and Lien(s) (including pledge of the Equity Interests of such Subsidiary) to be granted by such Additional Credit Party and for the Guarantee of such Additional Credit Party as soon as reasonably practicable; provided, further, that, solely with respect of the ▇▇▇▇ Las Vegas Entities (including the ▇▇▇▇ Las Vegas Pledge), the requirements of subclause (B) above shall be subject to the limitations in any then outstanding ▇▇▇▇ Las Vegas Notes (provided, however, that (i) with respect to the ▇▇▇▇ Las Vegas Entities, the Borrower shall comply with the requirements of subclause (B) above to the maximum extent permitted by any then outstanding ▇▇▇▇ Las Vegas Notes, including, without limitation, Section 4.09 of the indenture governing the ▇▇▇▇ Las Vegas 2023 Notes and (ii) in connection with the Borrower’s compliance with clause (i) of this proviso, (x) the Borrower and the Administrative Agent shall amend or otherwise modify, without the consent of any other party, the Security Documents to the extent necessary to effectuate such compliance) and (y) the Administrative Agent shall enter into such intercreditor agreements (in forms reasonably satisfactory to the Adminsitrative Agent) with respect to the ▇▇▇▇ Las Vegas Pledge with the holders of the ▇▇▇▇ Las Vegas Notes to the extent necessary to effectuate such complaince. All of the foregoing actions shall be at the sole cost and expense of the Credit Parties. Notwithstanding the foregoing in this Section 9.11 to the contrary, it is understood and agreed that no Lien(s), Mortgage(s) and/or Guarantee of the applicable Additional Credit Party shall be required to be granted or delivered at such time as provided in the paragraph above in this Section 9.11 as a result of such Lien(s), Mortgage(s) and/or Guarantee being prohibited (i) by the applicable Gaming Authorities, any other applicable Governmental Authorities or applicable Law; provided, however, that Borrower has used its commercially reasonable efforts to obtain such approvals for such Lien(s), Mortgage(s) and/or Guarantee or (ii) any Contractual Obligation (except to the extent superseded by the applicable provisions of the UCC).

Additional Credit Parties. Upon (i) any Credit Party Company creating or acquiring any Subsidiary that is a Wholly Owned Restricted Subsidiary (other than any Excluded Subsidiary) after the Closing Effective Date, (ii) any Wholly Owned Restricted Subsidiary of a Credit Party ceasing to be an Excluded Subsidiary (including, without limitation, an Immaterial Subsidiary being designated pursuant to Section 9.13 as an Excluded Immaterial Subsidiary) or (iii) any Revocation that results in an Unrestricted Subsidiary becoming a Wholly Owned Restricted Subsidiary (other than any Excluded Subsidiary) of a Credit Party (such Wholly Owned Restricted Subsidiary referenced in clause (i), (ii) or (iii) above, an “Additional Credit Party”), such Credit Party Company shall, assuming and to the extent that it does not violate any Gaming Law or or, if necessary, assuming and to the extent it obtains the approval of the Gaming Authority to the extent such approval is required by applicable Gaming Laws (which Borrower hereby agrees to use commercially reasonable efforts to obtain)Authority, (Ai) cause each such Subsidiary that is a Wholly Owned Restricted Subsidiary to promptly (but in any event within 45 days (or 95 days, in the event of any Discharge of any Indebtedness in connection with the acquisition of any such Subsidiary) after the later of such event described in clause (i), (ii) or (iii) above or receipt of such approval (or such longer period of time as Administrative Agent may agree to in its sole discretion), execute and deliver all such agreements, guarantees, documents and certificates (including a Joinder Agreements, Agreement and any amendments to the Credit Documents, lien searches and a Perfection Certificate) as Administrative Agent the Agents or the Majority Lenders may reasonably request and do such other acts and things as the Agents or the Majority Lenders may reasonably request in order to have such Wholly Owned Restricted Subsidiary become a Guarantor and Guarantor, (B)(Iii) promptly, (I) execute and deliver to Collateral Agent Agents such amendments to or additional the Security Documents as Collateral Agent deems the Agents deem necessary or advisable in order to grant to Collateral Agent Agent, for the benefit of the Secured PartiesCreditors, a perfected first priority security interest in the Equity Interests and debt securities of such Additional Credit Party new Subsidiary which are owned by any Credit Party Company and required to be pledged pursuant to the Security Agreement, (II) deliver to Collateral Agent the certificates (if any) representing such Equity Interests and debt securities, together with (A) in the case of such Equity Interests, undated stock powers endorsed in blank, and (B) in the case of such debt securities, endorsed in blank, in each case executed and delivered by a Responsible Officer of Borrower or such Subsidiary, as the case may be, (III) cause such Additional Credit Party new Subsidiary to take such actions necessary or advisable (including executing and delivering a Joinder Agreement) to grant to Collateral Agent for the benefit of the Secured Parties, Creditors a perfected first priority security interest in the collateral described in (subject to any requirements set forth in the Security Agreement with respect to limitations on grant such new Subsidiary, including the filing of security interests Uniform Commercial Code financing statements in certain types of assets or Pledged Collateral and limitations or exclusions from the requirement to perfect Liens on such Pledged Collateral and excluding acts with respect to perfection of security interests and Liens not jurisdictions as may be required under, or excluded from the requirements under, the Security Agreement) by the Security Agreement and all other Property (limited, in the case of any first-tier Foreign Subsidiary that is a CFC or any CFC Holdco, to 65% of the voting Equity Interests and 100% of the non-voting Equity Interests of such Foreign Subsidiary or CFC Holdco) of such Additional Credit Party in accordance with the provisions of Section 9.08 hereof with respect to such Additional Credit Party, or as necessary under applicable by law or as may be reasonably requested by Collateral Agentthe Agents, and (IV) deliver to Collateral Agent the Agents all legal opinions reasonably requested by Collateral Agent with respect to such Additional Credit Party relating to the matters described above covering matters similar to those covered in the above, which opinions delivered on the Closing Date; provided, however, that Borrower shall use its commercially reasonable efforts to obtain such approvals for any Mortgage(s) and Lien(s) (including pledge of the Equity Interests of such Subsidiary) to be granted by such Additional Credit Party and for the Guarantee of such Additional Credit Party as soon as reasonably practicable. All of the foregoing actions shall be at the sole cost in form and expense of the Credit Parties. Notwithstanding the foregoing in this Section 9.11 substance, and from counsel, reasonably satisfactory to the contrary, it is understood and agreed that no Lien(s), Mortgage(s) and/or Guarantee of the applicable Additional Credit Party shall be required to be granted or delivered at such time as provided in the paragraph above in this Section 9.11 as a result of such Lien(s), Mortgage(s) and/or Guarantee being prohibited (i) by the applicable Gaming Authorities, any other applicable Governmental Authorities or applicable Law; provided, however, that Borrower has used its commercially reasonable efforts to obtain such approvals for such Lien(s), Mortgage(s) and/or Guarantee or (ii) any Contractual Obligation (except to the extent superseded by the applicable provisions of the UCC)Agents.

Additional Credit Parties. Upon As soon as practicable and in any event within 30 days after any Person (iwhether newly formed, acquired or otherwise) any Credit Party creating or acquiring any becomes a Material Subsidiary that is a Wholly Owned Restricted Subsidiary of any Credit Party the Borrower shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and shall (other than any Excluded Subsidiarya) after if such Person is a wholly-owned Domestic Subsidiary of a Credit Party, cause such Person to execute a Joinder Agreement in substantially the Closing Datesame form as Schedule 5.13 (subject to exceptions regarding real property and ownership interests as collateral as set forth. herein in the case of a Subsidiary of the Acquired Company), (iib) any Wholly Owned Restricted cause 100% (if such Person is a Domestic Subsidiary of a Credit Party ceasing to be an Excluded Subsidiary (including, without limitation, an Immaterial Subsidiary being designated pursuant to Section 9.13 as an Excluded Immaterial Subsidiary) or (iii) any Revocation that results in an Unrestricted Subsidiary becoming a Wholly Owned Restricted Subsidiary (other than any Excluded Subsidiarya Subsidiary of the Acquired Company) or, unless otherwise agreed by the Administrative Agent, 65% (if such Person is a First Tier Foreign Subsidiary of a Credit Party that is also a Material Subsidiary) of the Capital Stock of such Person owned by a Credit Party to be delivered to the Administrative Agent (together with undated stock powers signed in blank (unless, with respect to a First Tier Foreign Subsidiary, such Wholly Owned Restricted Subsidiary referenced stock powers are deemed unnecessary by the Administrative Agent in clause (iits reasonable discretion under the law of the jurisdiction of incorporation of such Person)) and pledged to the Administrative Agent pursuant to an appropriate pledge agreement(s) in substantially the form of the Pledge Agreement or joinder to the Pledge Agreement and otherwise in form acceptable to the Administrative Agent, (iic) if such Person is a Restricted Subsidiary, cause such Person to grant a security interest in its material real property (excluding real property owned by a Subsidiary of the Acquired Company) and the personal property Collateral of such Person pursuant to appropriate mortgages and/or security agreements in substantially the form of the Security Agreement or (iii) above, an “Additional Credit Party”), such Credit Party shall, assuming and a joinder to the extent that it does not violate any Gaming Law or assuming Security Agreement, subject to no other Liens other than Permitted Liens [NOTE: PURSUANT TO THE TERMS OF THE FIFTH AMENDMENT, ONLY RESTRICTED SUBSIDIARIES WHICH ARE DOMESTIC SUBSIDIARIES WILL BE REQUIRED TO JOIN THE SECURITY AGREEMENT AND PLEDGE A SECURITY INTEREST IN THEIR ASSETS], and to (d) deliver such other documentation as the extent it obtains the approval of the Gaming Authority to the extent such approval is required by applicable Gaming Laws (which Borrower hereby agrees to use commercially reasonable efforts to obtain), (A) cause each such Wholly Owned Restricted Subsidiary to promptly (but in any event within 45 days (or 95 days, in the event of any Discharge of any Indebtedness in connection with the acquisition of any such Subsidiary) after the later of such event described in clause (i), (ii) or (iii) above or receipt of such approval (or such longer period of time as Administrative Agent may agree to in its sole discretion), execute and deliver all such agreements, guarantees, documents and certificates (including Joinder Agreements, any amendments to the Credit Documents, lien searches and a Perfection Certificate) as Administrative Agent may reasonably request in order connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, certified resolutions and other organizational and authorizing documents of such Person and favorable opinions of counsel to have such Wholly Owned Restricted Subsidiary become a Guarantor Person (which shall cover, among other things, the legality, validity, binding effect and (B)(I) execute and deliver to Collateral Agent such amendments to or additional Security Documents as Collateral Agent deems necessary or advisable in order to grant to Collateral Agent for the benefit enforceability of the Secured Parties, a perfected security interest in documentation referred to above and the Equity Interests of such Additional Credit Party which are owned by any Credit Party and required to be pledged pursuant to the Security Agreement, (II) deliver to Collateral Agent the certificates (if any) representing such Equity Interests together with in the case of such Equity Interests, undated stock powers endorsed in blank, (III) cause such Additional Credit Party to take such actions necessary or advisable (including executing and delivering a Joinder Agreement) to grant to Collateral Agent for the benefit perfection of the Secured Parties, a perfected security interest in the collateral described in (subject to any requirements set forth in the Security Agreement with respect to limitations on grant of security interests in certain types of assets or Pledged Collateral and limitations or exclusions from the requirement to perfect Liens on such Pledged Collateral and excluding acts with respect to perfection of security interests and Liens not required under, or excluded from the requirements under, the Security Agreement) the Security Agreement and all other Property (limited, in the case of any first-tier Foreign Subsidiary that is a CFC or any CFC Holdco, to 65% of the voting Equity Interests and 100% of the non-voting Equity Interests of such Foreign Subsidiary or CFC Holdco) of such Additional Credit Party in accordance with the provisions of Section 9.08 hereof with respect to such Additional Credit Party, or as necessary under applicable law or as may be reasonably requested by Collateral Administrative Agent, and (IV) deliver to Collateral Agent all legal opinions reasonably requested by Collateral Agent with respect to such Additional Credit Party relating to the matters described above covering matters similar to those covered in the opinions delivered on the Closing Date; provided, however, that Borrower shall use its commercially reasonable efforts to obtain such approvals for any Mortgage(s) and Lien(s) (including pledge of the Equity Interests of such Subsidiary) to be granted by such Additional Credit Party and for the Guarantee of such Additional Credit Party as soon as reasonably practicable. All of the foregoing actions shall be at the sole cost and expense of the Credit Parties. Notwithstanding the foregoing in this Section 9.11 to the contrary, it is understood and agreed that no Lien(s), Mortgage(s) and/or Guarantee of the applicable Additional Credit Party shall be required to be granted or delivered at such time as provided in the paragraph above in this Section 9.11 as a result of such Lien(s), Mortgage(s) and/or Guarantee being prohibited (i) by the applicable Gaming Authorities, any other applicable Governmental Authorities or applicable Law; provided, however, that Borrower has used its commercially reasonable efforts to obtain such approvals for such Lien(s), Mortgage(s) and/or Guarantee or (ii) any Contractual Obligation (except to the extent superseded by the applicable provisions of the UCC's liens thereunder).

Additional Credit Parties. Upon (ia) any The Credit Party creating or acquiring any Subsidiary Parties shall cause each of their Domestic Subsidiaries that is a Wholly Owned Restricted Subsidiary (other than any not an Excluded Subsidiary) , whether newly formed, after the Closing Date, (ii) any Wholly Owned Restricted Subsidiary of a Credit Party ceasing to be an Excluded Subsidiary (including, without limitation, an Immaterial Subsidiary being designated pursuant to Section 9.13 as an Excluded Immaterial Subsidiary) acquired or (iii) any Revocation that results in an Unrestricted Subsidiary becoming a Wholly Owned Restricted Subsidiary (other than any Excluded Subsidiary) of a Credit Party (such Wholly Owned Restricted Subsidiary referenced in clause (i), (ii) or (iii) above, an “Additional Credit Party”), such Credit Party shall, assuming and to the extent that it does not violate any Gaming Law or assuming and to the extent it obtains the approval of the Gaming Authority to the extent such approval is required by applicable Gaming Laws (which Borrower hereby agrees to use commercially reasonable efforts to obtain), (A) cause each such Wholly Owned Restricted Subsidiary otherwise existing to promptly (but and in any event within 45 forty-five (45) days (after such Subsidiary is formed or 95 days, in the event of any Discharge of any Indebtedness in connection with the acquisition of any such Subsidiary) after the later of such event described in clause (i), (ii) or (iii) above or receipt of such approval acquired (or such longer period of time as agreed to by the Administrative Agent may agree to in its sole reasonable discretion)) to become a “Guarantor” hereunder by way of execution of a Joinder Agreement. In connection herewith, execute and deliver all such agreements, guarantees, documents and certificates (including Joinder Agreements, any amendments to the Credit DocumentsParties shall promptly give the Administrative Agent notice of the acquisition or creation of a Domestic Subsidiary. In connection with the foregoing, lien searches and a Perfection Certificate) the Credit Parties shall deliver such other documentation as the Administrative Agent, the Term B Facility Agent or the Collateral Agent may reasonably request in order to have such Wholly Owned Restricted Subsidiary become a Guarantor connection with the foregoing, including, without limitation, certified resolutions and (B)(I) execute other organizational and deliver to Collateral Agent such amendments to or additional Security Documents as Collateral Agent deems necessary or advisable in order to grant to Collateral Agent for the benefit of the Secured Parties, a perfected security interest in the Equity Interests authorizing documents of such Additional Credit Party which are owned by any Credit Party Person, good standing certificates and required favorable opinions of counsel to be pledged pursuant such Person, all in form, content and scope reasonably satisfactory to the Security Agreement, Agents. (IIb) deliver to Collateral Agent the certificates (if any) representing such Equity Interests together with in the case of such Equity Interests, undated stock powers endorsed in blank, (III) cause such Additional Credit Party to take such actions necessary If any Non-Guarantor Subsidiary shall give a guaranty or advisable (including executing and delivering a Joinder Agreement) to grant to Collateral Agent for the benefit of the Secured Parties, a perfected security interest in the collateral described in (subject become obligated under Support Obligations relating to any requirements set forth Indebtedness with an aggregate principal amount in the Security Agreement with respect to limitations on grant excess of security interests in certain types of assets or Pledged Collateral and limitations or exclusions from the requirement to perfect Liens on such Pledged Collateral and excluding acts with respect to perfection of security interests and Liens not required under, or excluded from the requirements under$25,000,000, the Security Agreement) the Security Agreement and all other Property (limited, in the case of any first-tier Foreign Subsidiary that is a CFC or any CFC Holdco, to 65% of the voting Equity Interests and 100% of the non-voting Equity Interests of such Foreign Subsidiary or CFC Holdco) of such Additional Credit Party in accordance with the provisions of Section 9.08 hereof with respect to such Additional Credit Party, or as necessary under applicable law or as may be reasonably requested by Collateral Agent, and (IV) deliver to Collateral Agent all legal opinions reasonably requested by Collateral Agent with respect to such Additional Credit Party relating to the matters described above covering matters similar to those covered in the opinions delivered on the Closing Date; provided, however, that Borrower shall use its commercially reasonable efforts to obtain such approvals for any Mortgage(s) and Lien(s) (including pledge of the Equity Interests of such Subsidiary) to be granted by such Additional Credit Party and for the Guarantee of such Additional Credit Party as soon as reasonably practicable. All of the foregoing actions shall be at the sole cost and expense of the Credit Parties. Notwithstanding the foregoing in this Section 9.11 to the contrary, it is understood and agreed that no Lien(s), Mortgage(s) and/or Guarantee of the applicable Additional Credit Party shall be required to be granted or delivered at such time as provided in the paragraph above in this Section 9.11 as a result of such Lien(s), Mortgage(s) and/or Guarantee being prohibited Representative will (i) by promptly notify the applicable Gaming Authorities, any other applicable Governmental Authorities or applicable Law; provided, however, that Borrower has used its commercially reasonable efforts to obtain such approvals for such Lien(s), Mortgage(s) and/or Guarantee or Administrative Agent thereof and (ii) within 45 days (or such later date as the Administrative Agent may agree in its sole discretion) thereafter, cause such Non-Guarantor Subsidiaries to become a “Guarantor” under the Credit Documents by way of execution of a Joinder Agreement and, in connection therewith, deliver such other documentation as any Contractual Obligation (except Agent may reasonably request, including, without limitation, certified resolutions and other organizational and authorizing documents of such Person, good standing certificates and favorable opinions of counsel to such Person, all in form, content and scope reasonably satisfactory to the extent superseded by the applicable provisions Agents. (y) Clause (c) in Section 7.13 of the UCC).Existing Credit Agreement is hereby renumbered as clause (e) and the following new clauses (c) and (d) are hereby added to Section 7.13 of the Existing Credit Agreement to read as follows:

Additional Credit Parties. Upon (a) As soon as practicable and in any event within thirty (30) days after any Person becomes a Material Subsidiary, the Borrowers shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and shall (i) any Credit Party creating or acquiring any Subsidiary that if such Person is a Wholly Owned Restricted Domestic Subsidiary (other than any Excluded Subsidiary) after of a Credit Party, cause such Person to execute a Joinder Agreement in substantially the Closing Datesame form as Schedule 7.12, (ii) any Wholly Owned Restricted cause 100% (if such Person is a Domestic Subsidiary of a Credit Party ceasing to be and is not an Excluded Subsidiary (including, without limitation, an Immaterial Subsidiary being designated pursuant to Section 9.13 as an Excluded Immaterial Unrestricted Subsidiary) or 65% (iii) any Revocation that results in an Unrestricted if such Person is a direct Foreign Subsidiary becoming a Wholly Owned Restricted Subsidiary (other than any Excluded Subsidiary) of a Credit Party Party) of the Capital Stock of such Person to be delivered to the Administrative Agent (such Wholly Owned Restricted Subsidiary referenced together with undated stock powers signed in clause blank (i)unless, (ii) or (iii) above, an “Additional Credit Party”)with respect to a Foreign Subsidiary, such Credit Party shall, assuming stock powers are deemed unnecessary by the Administrative Agent in its reasonable discretion under the law of the jurisdiction of incorporation of such Person)) and pledged to the extent that it does not violate any Gaming Law or assuming and Administrative Agent pursuant to an appropriate pledge agreement(s) in form acceptable to the extent it obtains the approval of the Gaming Authority to the extent such approval is required by applicable Gaming Laws (which Borrower hereby agrees to use commercially reasonable efforts to obtain), (A) cause each such Wholly Owned Restricted Subsidiary to promptly (but in any event within 45 days (or 95 days, in the event of any Discharge of any Indebtedness in connection with the acquisition of any such Subsidiary) after the later of such event described in clause (i), (ii) or (iii) above or receipt of such approval (or such longer period of time as Administrative Agent may agree and cause such Person to in its sole discretion), execute and deliver all such agreements, guarantees, documents and certificates (including Joinder Agreements, any amendments to other documentation as the Credit Documents, lien searches and a Perfection Certificate) as Administrative Agent may reasonably request in order connection with the foregoing, including, without limitation, appropriate certified resolutions and other organizational and authorizing documents of such Person, and favorable opinions of counsel to have such Wholly Owned Restricted Person all in form, content and scope reasonably satisfactory to the Administrative Agent. (b) As soon as practicable and in any event within thirty (30) days after any date on which any Domestic Subsidiary become that does not individually constitute a Guarantor Material Subsidiary (a “Non-Material Domestic Subsidiary”), constitutes, in the aggregate with all other Non-Material Domestic Subsidiaries, more than 15% of the consolidated assets of Speedway Motorsports and (B)(I) execute its consolidated Subsidiaries as of the end of the immediately preceding fiscal quarter or generates, in the aggregate with all other Non-Material Domestic Subsidiaries, more than 15% of the Consolidated EBITDA of Speedway Motorsports and deliver to Collateral Agent such amendments to or additional Security Documents as Collateral Agent deems necessary or advisable in order to grant to Collateral Agent its consolidated Subsidiaries for the benefit period of four consecutive fiscal quarters ending as of the Secured Partiesend of the immediately preceding fiscal quarter (the “Threshold Requirement”), a perfected security interest in the Equity Interests of Borrowers shall provide the Administrative Agent with written notice thereof and cause such Additional Credit Party which are owned by any Credit Party and required Domestic Subsidiary to be pledged pursuant to the Security provide an executed Joinder Agreement, (II) deliver to Collateral Agent the certificates (if any) representing such Equity Interests together with in the case of such Equity Interests, undated stock powers endorsed in blank, (III) cause such Additional Credit Party to take such actions necessary or advisable (including executing and delivering a Joinder Agreement) to grant to Collateral Agent for the benefit of the Secured Parties, a perfected security interest in the collateral described in (subject to any requirements related deliveries set forth in clause (a)(ii) above, such that immediately after such joinder, the Security Agreement with respect remaining Non-Material Domestic Subsidiaries shall not exceed the Threshold Requirement. (c) Notwithstanding anything to limitations on grant of security interests in certain types of assets or Pledged Collateral and limitations or exclusions from the requirement to perfect Liens on such Pledged Collateral and excluding acts with respect to perfection of security interests and Liens not required undercontrary contained herein, the Borrowers will promptly provide, or excluded cause to be provided, to the Administrative Agent, an executed Joinder Agreement, together with the related deliveries set forth in clause (a)(ii) above, from the requirements underany Subsidiary or Affiliate of Speedway Motorsports that gives a guaranty in respect of Funded Debt (including without limitation any Subordinated Debt, the Security Agreement) the Security Agreement and all other Property (limited, in the case of any first-tier Foreign Subsidiary that is a CFC or any CFC Holdco, to 65% of the voting Equity Interests and 100% of the non-voting Equity Interests of such Foreign Subsidiary or CFC Holdco) of such Additional Credit Party in accordance with the provisions of Section 9.08 hereof with respect to such Additional Credit Party, or as necessary under applicable law or as may be reasonably requested by Collateral Agent, and (IV) deliver to Collateral Agent all legal opinions reasonably requested by Collateral Agent with respect to such Additional Credit Party relating to the matters described above covering matters similar to those covered in the opinions delivered on the Closing Date; provided, however, that Borrower shall use its commercially reasonable efforts to obtain such approvals for any Mortgage(s) and Lien(s) (including pledge of the Equity Interests of such Subsidiary) to be granted by such Additional Credit Party and for the Guarantee of such Additional Credit Party as soon as reasonably practicable. All of the foregoing actions shall be at the sole cost and expense of the Credit Parties. Notwithstanding the foregoing in this Section 9.11 to the contrary, it is understood and agreed that no Lien(s), Mortgage(s) and/or Guarantee of the applicable Additional Credit Party shall be required to be granted or delivered at such time as provided in the paragraph above in this Section 9.11 as a result of such Lien(s), Mortgage(s) and/or Guarantee being prohibited (i) by the applicable Gaming AuthoritiesSenior Subordinated Notes, any other applicable Governmental Authorities or applicable Law; provided, however, that Borrower has used its commercially reasonable efforts to obtain such approvals for such Lien(s), Mortgage(s) and/or Guarantee or (ii) Additional Subordinated Debt and any Contractual Obligation (except to the extent superseded by the applicable provisions of the UCCAdditional Senior Debt).

Additional Credit Parties. Upon (i) At the time any Credit Party creating or acquiring any Subsidiary that is Person becomes a Wholly Owned Restricted Subsidiary (other than any Excluded Subsidiary) after the Closing Date, (ii) any Wholly Owned Restricted Subsidiary of a Credit Party ceasing to be an Excluded Subsidiary (includingParty, without limitation, an Immaterial Subsidiary being designated pursuant to Section 9.13 as an Excluded Immaterial Subsidiary) or (iii) any Revocation that results in an Unrestricted Subsidiary becoming a Wholly Owned Restricted Subsidiary (other than any Excluded Subsidiary) of a Credit Party (such Wholly Owned Restricted Subsidiary referenced in clause (i), (ii) or (iii) above, an “Additional Credit Party”), such Credit Party shall, assuming the Borrower shall so notify the Administrative Agent and to the extent that it does not violate any Gaming Law or assuming and to the extent it obtains the approval of the Gaming Authority to the extent such approval is required by applicable Gaming Laws (which Borrower hereby agrees to use commercially reasonable efforts to obtain), (A) cause each such Wholly Owned Restricted Subsidiary to promptly thereafter (but in any event within 45 days after the date thereof) shall (or 95 days, in the event of any Discharge of any Indebtedness in connection with the acquisition of any a) cause such Person (if it is a Domestic Subsidiary) after to execute a Joinder Agreement in substantially the later same form as Exhibit 7.13, (b) unless a Release of Collateral Event has occurred and the Borrower has exercised its rights under Section 11.17, (i) cause all of the Capital Stock of such event described Person (if such Person is a Domestic Subsidiary) or 65% of the Capital Stock of such Person (if such Person is a Foreign Subsidiary owned by a Credit Party) to be delivered to the Collateral Agent (together with undated stock powers signed in clause (i)blank) and pledged to the Collateral Agent pursuant to an appropriate pledge agreement in substantially the form of the Pledge Agreement and otherwise in a form acceptable to the Collateral Agent, (ii) or if such Person is a Domestic Subsidiary, pledge all of its assets to the Lenders pursuant to a security agreement in substantially the form of the Security Agreement and otherwise in a form acceptable to the Collateral Agent, (iii) above or receipt if such Person is a Domestic Subsidiary and has any Subsidiaries, (A) deliver all of the Capital Stock of such approval Domestic Subsidiaries and 65% of the Capital Stock of such direct Foreign Subsidiaries (together with undated stock powers signed in blank) to the Collateral Agent and (B) execute a pledge agreement in substantially the form of the Pledge Agreement and otherwise in a form acceptable to the Collateral Agent, (iv) if such Person is a Domestic Subsidiary and owns or such longer period leases any real property in the United States of time as Administrative Agent may agree to in its sole discretion)America, execute any and deliver all such agreementsnecessary mortgages, guaranteesdeeds of trust, documents and certificates (including Joinder Agreementsdeeds to secure debt, any amendments collateral assignments of leaseholds or other appropriate real estate collateral documentation in a form substantially similar to the Credit Documents, lien searches Mortgages with appropriate covenants as necessary (provided that if a leased property is solely for use as a sales office or showroom it shall not be required to be mortgaged) and a Perfection Certificate(v) deliver such other documentation as Administrative the Collateral Agent may reasonably request in order connection with the foregoing (to have the extent any such Wholly Owned Restricted Subsidiary become a Guarantor and (B)(I) execute and deliver to Collateral Agent such amendments to or additional Security Documents as Collateral Agent deems necessary or advisable in order to grant to Collateral Agent for the benefit of the Secured Parties, a perfected security interest in the Equity Interests of such Additional Credit Party which are owned by any Credit Party and documentation was required to be pledged delivered to the Collateral Agent pursuant to Section 5.1 on or before the Security AgreementEffective Date), including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, environmental reports and landlord waivers, and (II) deliver to Collateral Agent the certificates (if any) representing such Equity Interests together with in the case of such Equity Interests, undated stock powers endorsed in blank, (IIIc) cause such Additional Credit Party Person to take deliver certified resolutions and other organizational and authorizing documents of such actions necessary or advisable Person and favorable opinions of counsel to such Person (including executing which shall cover, among other things, the legality, validity, binding effect and delivering a Joinder Agreement) to grant to Collateral Agent for the benefit enforceability of the Secured Parties, a perfected security interest in the collateral described in (subject documentation referred to any requirements set forth in the Security Agreement with respect to limitations on grant of security interests in certain types of assets or Pledged Collateral and limitations or exclusions from the requirement to perfect Liens on such Pledged Collateral and excluding acts with respect to perfection of security interests and Liens not required under, or excluded from the requirements under, the Security Agreement) the Security Agreement and above); it being understood that all other Property (limited, in the case of any first-tier Foreign Subsidiary that is a CFC or any CFC Holdco, to 65% of the voting Equity Interests documentation, agreements, instruments, certificates and 100% of opinions to be delivered pursuant to (a), (b) and (c) above shall be in form, content and scope reasonably satisfactory to the non-voting Equity Interests of such Foreign Subsidiary or CFC Holdco) of such Additional Credit Party in accordance with the provisions of Section 9.08 hereof with respect to such Additional Credit Party, or as necessary under applicable law or as may be reasonably requested by Collateral Agent, and (IV) deliver to Collateral Agent all legal opinions reasonably requested by Collateral Agent with respect to such Additional Credit Party relating to the matters described above covering matters similar to those covered in the opinions delivered on the Closing Date; provided, however, that Borrower shall use its commercially reasonable efforts to obtain such approvals for any Mortgage(s) and Lien(s) (including pledge of the Equity Interests of such Subsidiary) to be granted by such Additional Credit Party and for the Guarantee of such Additional Credit Party as soon as reasonably practicable. All of the foregoing actions shall be at the sole cost and expense of the Credit Parties. Notwithstanding the foregoing anything in this Section 9.11 7.13 to the contrary, it is understood and agreed that no Lien(s), Mortgage(s) and/or Guarantee of the applicable Additional Credit Party shall be required to be granted (x) take any action which would violate any Requirement of Law or delivered at (y) ▇▇▇▇▇ ▇ ▇▇▇▇ on any asset that is subject to a Permitted Lien if the granting of such time Lien would violate the agreement creating or evidencing such Permitted Lien, so long as provided in such agreement was not entered into with the paragraph above in intent of avoiding the requirements of this Section 9.11 as a result of such Lien(s), Mortgage(s) and/or Guarantee being prohibited (i) by the applicable Gaming Authorities, any other applicable Governmental Authorities or applicable Law; provided, however, that Borrower has used its commercially reasonable efforts to obtain such approvals for such Lien(s), Mortgage(s) and/or Guarantee or (ii) any Contractual Obligation (except to the extent superseded by the applicable provisions of the UCC)7.13.

Additional Credit Parties. Upon (i) At the time any Credit Party creating or acquiring any Subsidiary that is Person becomes a Wholly Owned Restricted Subsidiary (other than any Excluded Subsidiary) after the Closing Date, (ii) any Wholly Owned Restricted Subsidiary of a Credit Party ceasing to be an Excluded Subsidiary (includingParty, without limitation, an Immaterial Subsidiary being designated pursuant to Section 9.13 as an Excluded Immaterial Subsidiary) or (iii) any Revocation that results in an Unrestricted Subsidiary becoming a Wholly Owned Restricted Subsidiary (other than any Excluded Subsidiary) of a Credit Party (such Wholly Owned Restricted Subsidiary referenced in clause (i), (ii) or (iii) above, an “Additional Credit Party”), such Credit Party shall, assuming the Borrower shall so notify the Agent and to the extent that it does not violate any Gaming Law or assuming and to the extent it obtains the approval of the Gaming Authority to the extent such approval is required by applicable Gaming Laws (which Borrower hereby agrees to use commercially reasonable efforts to obtain), (A) cause each such Wholly Owned Restricted Subsidiary to promptly thereafter (but in any event within 45 30 days after the date thereof) shall cause such Person to (or 95 daysa) if it is a Domestic Subsidiary, execute a Joinder Agreement in substantially the event same form as Exhibit 7.13, (b) cause all of any Discharge the capital stock of any Indebtedness in connection with the acquisition of any such Person (if such Person is a Domestic Subsidiary) after or 65% of the later capital stock of such event described Person (if such Person is a Foreign Subsidiary) to be delivered to the Agent (together with undated stock powers signed in clause blank) and pledged to the Agent pursuant to an appropriate pledge agreement in substantially the form of the Pledge Agreement and otherwise in a form acceptable to the Agent, (c) if such Person is a Domestic Subsidiary, pledge all of its assets to the Lenders pursuant to a security agreement in substantially the form of the Security Agreements and otherwise in a form acceptable to the Agent, (d) if such Person has any Subsidiaries, (i), ) deliver all of the capital stock of such Domestic Subsidiaries and 65% of the capital stock of such Foreign Subsidiaries (together with undated stock powers signed in blank) to the Agent and (ii) execute a pledge agreement in substantially the form of the Pledge Agreement and otherwise in a form acceptable to the Agent, (e) if such Person owns or (iii) above or receipt leases any real property in the United States of such approval (or such longer period of time as Administrative Agent may agree to in its sole discretion)America, execute any and deliver all such agreementsnecessary mortgages, guaranteesdeeds of trust, documents and certificates (including Joinder Agreementsdeeds to secure debt, any amendments leasehold mortgages, collateral assignments of leaseholds or other appropriate real estate collateral documentation in a form acceptable to the Credit Documents, lien searches Agent and a Perfection Certificate(f) deliver such other documentation as Administrative the Agent may reasonably request in order connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, environmental reports, landlord waivers, certified resolutions and other organizational and authorizing documents of such Person and favorable opinions of counsel to have such Wholly Owned Restricted Subsidiary become a Guarantor Person (which shall cover, among other things, the legality, validity, binding effect and (B)(I) execute and deliver to Collateral Agent such amendments to or additional Security Documents as Collateral Agent deems necessary or advisable in order to grant to Collateral Agent for the benefit enforceability of the Secured Partiesdocumentation referred to above), a perfected security interest all in the Equity Interests of such Additional Credit Party which are owned by any Credit Party form, content and required to be pledged pursuant scope reasonably satisfactory to the Security Agreement, (II) deliver to Collateral Agent the certificates (if any) representing such Equity Interests together with in the case of such Equity Interests, undated stock powers endorsed in blank, (III) cause such Additional Credit Party to take such actions necessary or advisable (including executing and delivering a Joinder Agreement) to grant to Collateral Agent for the benefit of the Secured Parties, a perfected security interest in the collateral described in (subject to any requirements set forth in the Security Agreement with respect to limitations on grant of security interests in certain types of assets or Pledged Collateral and limitations or exclusions from the requirement to perfect Liens on such Pledged Collateral and excluding acts with respect to perfection of security interests and Liens not required under, or excluded from the requirements under, the Security Agreement) the Security Agreement and all other Property (limited, in the case of any first-tier Foreign Subsidiary that is a CFC or any CFC Holdco, to 65% of the voting Equity Interests and 100% of the non-voting Equity Interests of such Foreign Subsidiary or CFC Holdco) of such Additional Credit Party in accordance with the provisions of Section 9.08 hereof with respect to such Additional Credit Party, or as necessary under applicable law or as may be reasonably requested by Collateral Agent, and (IV) deliver to Collateral Agent all legal opinions reasonably requested by Collateral Agent with respect to such Additional Credit Party relating to the matters described above covering matters similar to those covered in the opinions delivered on the Closing Date; provided, however, that Borrower shall use its commercially reasonable efforts to obtain such approvals for any Mortgage(s) and Lien(s) (including pledge of the Equity Interests of such Subsidiary) to be granted by such Additional Credit Party and for the Guarantee of such Additional Credit Party as soon as reasonably practicable. All of the foregoing actions shall be at the sole cost and expense of the Credit Parties. Notwithstanding the foregoing in this Section 9.11 to the contrary, it is understood and agreed that no Lien(s), Mortgage(s) and/or Guarantee of the applicable Additional Credit Party shall be required to be granted or delivered at such time as provided in the paragraph above in this Section 9.11 as a result of such Lien(s), Mortgage(s) and/or Guarantee being prohibited (i) by the applicable Gaming Authorities, any other applicable Governmental Authorities or applicable Law; provided, however, that Borrower has used its commercially reasonable efforts to obtain such approvals for such Lien(s), Mortgage(s) and/or Guarantee or (ii) any Contractual Obligation (except to the extent superseded by the applicable provisions of the UCC).

Additional Credit Parties. Upon (i) At any time a Person that is not a Credit Party creating or acquiring any Subsidiary that is becomes a Wholly Owned Restricted Subsidiary (other than any Excluded Subsidiary) after the Closing Date, (ii) any Wholly Owned Restricted Material Subsidiary of a Credit Party ceasing to be an Excluded Subsidiary (includingother than, without limitation, an Immaterial Subsidiary being designated pursuant subject to Section 9.13 as an Excluded Immaterial Subsidiary) or (iii) any Revocation that results in an Unrestricted Subsidiary becoming a Wholly Owned Restricted Subsidiary (other than any Excluded Subsidiary) of a Credit Party (such Wholly Owned Restricted Subsidiary referenced in clause (i7.2(i), (ii) Excluded Material Subsidiaries or (iii) above, an “Additional Credit Party”any entity which is subject to provisions in its charter documents that prohibit it from guaranteeing or becoming jointly and severally liable for the Indebtedness of others), such Credit Party shall, assuming the Borrowers shall notify the Administrative Agent and to the extent that it does not violate any Gaming Law or assuming and to the extent it obtains the approval of the Gaming Authority to the extent such approval is required by applicable Gaming Laws (which Borrower hereby agrees to use commercially reasonable efforts to obtain), (A) cause each such Wholly Owned Restricted Subsidiary to promptly thereafter (but in any event within 45 30 days after such Person becomes a Material Subsidiary of a Credit Party): (a) execute a Joinder Agreement in substantially the form of Exhibit 7.12, (b) execute an appropriate pledge agreement in substantially the form of the Pledge Agreements (or 95 daysa joinder to an existing Pledge Agreement) and otherwise in a form reasonably acceptable to the Administrative Agent, in which pledge agreement will be effective only during an appropriate Collateral Period and which will obligate the event of any Discharge of any Indebtedness in connection with the acquisition of any such Subsidiary) Borrowers to, within 10 days after the later occurrence of a Stock Collateral Effective Date (or within 30 days of the notice referred to above if such Collateral Period shall have begun and shall then be continuing), cause all of the capital stock (or other equity interest) of such event described Person to be delivered to the Administrative Agent (together with undated stock powers, if applicable, signed in blank) and pledged to the Administrative Agent, (c) unless a Collateral Termination Date has occurred with respect to the Mortgages, execute such Mortgages as are necessary with respect to any Property owned by such Person and if the Real Estate Collateral Effective Date has occurred (and an appropriate Collateral Termination Date has not occurred), such surveys, flood certificates and other documents, agreements and instruments as requested by the Administrative Agent; provided that such Mortgage and related documents shall not be required with respect to any Property that is subject to a Permitted Lien as set forth in clause (i)j) of the definition of Permitted Liens, and (iid) or (iii) above or receipt of deliver such approval (or such longer period of time other documentation as Administrative Agent may agree to in its sole discretion), execute and deliver all such agreements, guarantees, documents and certificates (including Joinder Agreements, any amendments to the Credit Documents, lien searches and a Perfection Certificate) as Administrative Agent may reasonably request in order connection with the foregoing, including, without limitation, information regarding the real property owned by such Person, including title and environmental reports, certified resolutions and other organizational and authorizing documents of such Person and favorable opinions of counsel to have such Wholly Owned Restricted Subsidiary become a Guarantor Person (which shall cover, among other things, the legality, validity, binding effect and (B)(I) execute and deliver to Collateral Agent such amendments to or additional Security Documents as Collateral Agent deems necessary or advisable in order to grant to Collateral Agent for the benefit enforceability of the Secured Partiesdocumentation referred to above), and, if a perfected security interest Collateral Period shall exist, appropriate UCC-1 financing statements all in the Equity Interests of such Additional Credit Party which are owned by any Credit Party form, content and required to be pledged pursuant scope reasonably satisfactory to the Security Agreement, (II) deliver to Collateral Agent the certificates (if any) representing such Equity Interests together with in the case of such Equity Interests, undated stock powers endorsed in blank, (III) cause such Additional Credit Party to take such actions necessary or advisable (including executing and delivering a Joinder Agreement) to grant to Collateral Agent for the benefit of the Secured Parties, a perfected security interest in the collateral described in (subject to any requirements set forth in the Security Agreement with respect to limitations on grant of security interests in certain types of assets or Pledged Collateral and limitations or exclusions from the requirement to perfect Liens on such Pledged Collateral and excluding acts with respect to perfection of security interests and Liens not required under, or excluded from the requirements under, the Security Agreement) the Security Agreement and all other Property (limited, in the case of any first-tier Foreign Subsidiary that is a CFC or any CFC Holdco, to 65% of the voting Equity Interests and 100% of the non-voting Equity Interests of such Foreign Subsidiary or CFC Holdco) of such Additional Credit Party in accordance with the provisions of Section 9.08 hereof with respect to such Additional Credit Party, or as necessary under applicable law or as may be reasonably requested by Collateral Administrative Agent, and (IV) deliver to Collateral Agent all legal opinions reasonably requested by Collateral Agent with respect to such Additional Credit Party relating to the matters described above covering matters similar to those covered in the opinions delivered on the Closing Date; provided, however, that Borrower shall use its commercially reasonable efforts to obtain such approvals for any Mortgage(s) and Lien(s) (including pledge of the Equity Interests of such Subsidiary) to be granted by such Additional Credit Party and for the Guarantee of such Additional Credit Party as soon as reasonably practicable. All of the foregoing actions shall be at the sole cost and expense of the Credit Parties. Notwithstanding the foregoing in this Section 9.11 to the contrary, it is understood and agreed that no Lien(s), Mortgage(s) and/or Guarantee of the applicable Additional Credit Party shall be required to be granted or delivered at such time as provided in the paragraph above in this Section 9.11 as a result of such Lien(s), Mortgage(s) and/or Guarantee being prohibited (i) by the applicable Gaming Authorities, any other applicable Governmental Authorities or applicable Law; provided, however, that Borrower has used its commercially reasonable efforts to obtain such approvals for such Lien(s), Mortgage(s) and/or Guarantee or (ii) any Contractual Obligation (except to the extent superseded by the applicable provisions of the UCC).

Additional Credit Parties. Upon (i) At the time any Credit Party creating or acquiring any Subsidiary that is Person becomes a Wholly Owned Restricted Subsidiary (other than any Excluded Subsidiary) after the Closing Date, (ii) any Wholly Owned Restricted Subsidiary of a Credit Party ceasing to be an Excluded Subsidiary (includingParty, without limitation, an Immaterial Subsidiary being designated pursuant to Section 9.13 as an Excluded Immaterial Subsidiary) or (iii) any Revocation that results in an Unrestricted Subsidiary becoming a Wholly Owned Restricted Subsidiary (other than any Excluded Subsidiary) of a Credit Party (such Wholly Owned Restricted Subsidiary referenced in clause (i), (ii) or (iii) above, an “Additional Credit Party”), such Credit Party shall, assuming the Borrowers shall so notify the Lenders and to the extent that it does not violate any Gaming Law or assuming and to the extent it obtains the approval of the Gaming Authority to the extent such approval is required by applicable Gaming Laws (which Borrower hereby agrees to use commercially reasonable efforts to obtain), (A) cause each such Wholly Owned Restricted Subsidiary to promptly thereafter (but in any event within 45 30 days (or 95 days, in the event of any Discharge of any Indebtedness in connection with the acquisition of any such Subsidiary) after the later of date thereof) shall cause such event described in clause Person to (i)) if it is a Domestic Subsidiary, execute a Joinder Agreement, (ii) cause all of the Capital Stock of such Person (if it is a Domestic Subsidiary) or 65% of the Capital Stock of such Person (if it is a Material First Tier Foreign Subsidiary) to be delivered to the Agent (together with undated stock powers signed in blank) and pledged to the Agent pursuant to an appropriate pledge agreement (or a joinder to the existing Security Agreement) and otherwise in a form reasonably acceptable to the Agent, (iii) above if such Person is a Domestic Subsidiary, pledge all of its assets to the Agent pursuant to a security agreement in substantially the form of the Security Agreement (or receipt a joinder to the existing Security Agreement) and otherwise in a form reasonably acceptable to the Agent, (iv) if such Person is a Domestic Subsidiary and has any Subsidiaries, (A) deliver all of the Capital Stock of such approval Domestic Subsidiaries owned by it and 65% of the stock of the Material First Tier Foreign Subsidiaries owned by it (together with undated stock powers signed in blank) to the Agent and (B) execute a pledge agreement (or a joinder to the existing Security Agreement) and otherwise in a form acceptable to the Agent, (v) if such longer period Person is a Domestic Subsidiary and owns or leases any real property, execute any and all necessary mortgages, deeds of time as Administrative trust, deeds to secure debt or other appropriate real estate collateral documentation in a form acceptable to the Agent may agree (or, if reasonably requested by the Agent, cause to be delivered in its sole discretiona commercially reasonable manner a landlord waiver or estoppel letter with respect thereto in a form acceptable to the Agent), execute and (vi) deliver all such agreements, guarantees, documents and certificates (including Joinder Agreements, any amendments to other documentation as the Credit Documents, lien searches and a Perfection Certificate) as Administrative Agent may reasonably request in order connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, surveys, environmental reports, valuations, flood certificates, zoning certificates, certified resolutions and other organizational and authorizing documents of such Person and favorable opinions of counsel to have such Wholly Owned Restricted Subsidiary become a Guarantor Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above), all in form, content and scope reasonably satisfactory to the Agent and (B)(Ivii) execute provide to the Lenders (x) a new SCHEDULE 5.01(M) which shall reflect the information regarding such new Subsidiary required by SECTION 5.01(M), and deliver to Collateral Agent such amendments to or additional Security Documents as Collateral Agent deems necessary or advisable in order to grant to Collateral Agent for the benefit of the Secured Parties(y) if applicable, a perfected security interest in the Equity Interests of such Additional Credit Party which are owned by any Credit Party and required to be pledged pursuant new SCHEDULE to the Security Agreement, (II) deliver to Collateral Agent Agreement which shall reflect the certificates (if any) representing such Equity Interests together with in the case of such Equity Interests, undated stock powers endorsed in blank, (III) cause such Additional Credit Party to take such actions necessary or advisable (including executing and delivering a Joinder Agreement) to grant to Collateral Agent for the benefit of the Secured Parties, a perfected security interest in the collateral described in (subject to any requirements set forth in the Security Agreement with respect to limitations on grant of security interests in certain types of assets or Pledged Collateral and limitations or exclusions from the requirement to perfect Liens on such Pledged Collateral and excluding acts with respect to perfection of security interests and Liens not required under, or excluded from the requirements under, the Security Agreement) the Security Agreement and all other Property (limited, in the case of any first-tier Foreign Subsidiary that is a CFC or any CFC Holdco, to 65% of the voting Equity Interests and 100% of the non-voting Equity Interests of such Foreign Subsidiary or CFC Holdco) of such Additional Credit Party in accordance with the provisions of Section 9.08 hereof with respect to such Additional Credit Party, or as necessary under applicable law or as may be reasonably requested by Collateral Agent, and (IV) deliver to Collateral Agent all legal opinions reasonably requested by Collateral Agent with respect to such Additional Credit Party relating to the matters described above covering matters similar to those covered in the opinions delivered on the Closing Date; provided, however, that Borrower shall use its commercially reasonable efforts to obtain such approvals for any Mortgage(s) and Lien(s) (including pledge of the Equity Interests Capital Stock of such new Subsidiary) to be granted by such Additional Credit Party and for the Guarantee of such Additional Credit Party as soon as reasonably practicable. All of the foregoing actions shall be at the sole cost and expense of the Credit Parties. Notwithstanding the foregoing in this Section 9.11 to the contrary, it is understood and agreed that no Lien(s), Mortgage(s) and/or Guarantee of the applicable Additional Credit Party shall be required to be granted or delivered at such time as provided in the paragraph above in this Section 9.11 as a result of such Lien(s), Mortgage(s) and/or Guarantee being prohibited (i) by the applicable Gaming Authorities, any other applicable Governmental Authorities or applicable Law; provided, however, that Borrower has used its commercially reasonable efforts to obtain such approvals for such Lien(s), Mortgage(s) and/or Guarantee or (ii) any Contractual Obligation (except to the extent superseded by the applicable provisions of the UCC).

Additional Credit Parties. Upon (i) At the time any Credit Party creating or acquiring any Subsidiary that is Person becomes a Wholly Owned Restricted Subsidiary (other than any Excluded Subsidiary) after the Closing Date, (ii) any Wholly Owned Restricted ------------------------- Subsidiary of a Credit Party ceasing to be an Excluded Subsidiary (includingParty, without limitation, an Immaterial Subsidiary being designated pursuant to Section 9.13 as an Excluded Immaterial Subsidiary) or (iii) any Revocation that results in an Unrestricted Subsidiary becoming a Wholly Owned Restricted Subsidiary (other than any Excluded Subsidiary) of a Credit Party (such Wholly Owned Restricted Subsidiary referenced in clause (i), (ii) or (iii) above, an “Additional Credit Party”), such Credit Party shall, assuming the Borrowers shall so notify the Lenders and to the extent that it does not violate any Gaming Law or assuming and to the extent it obtains the approval of the Gaming Authority to the extent such approval is required by applicable Gaming Laws (which Borrower hereby agrees to use commercially reasonable efforts to obtain), (A) cause each such Wholly Owned Restricted Subsidiary to promptly thereafter (but in any event within 45 30 days (or 95 days, in the event of any Discharge of any Indebtedness in connection with the acquisition of any such Subsidiary) after the later of date thereof) shall cause such event described in clause Person to (i)) if it is a Domestic Subsidiary, execute a Joinder Agreement, (ii) cause all of the Capital Stock of such Person (if it is a Domestic Subsidiary) or 65% of the Capital Stock of such Person (if it is a Material First Tier Foreign Subsidiary) to be delivered to the Collateral Agent (together with undated stock powers signed in blank) and pledged to the Collateral Agent pursuant to an appropriate pledge agreement (or a joinder to the existing Security Agreement) and otherwise in a form reasonably acceptable to the Collateral Agent, (iii) above if such Person is a Domestic Subsidiary, pledge all of its assets to the Collateral Agent pursuant to a security agreement in substantially the form of the Security Agreement (or receipt a joinder to the existing Security Agreement) and otherwise in a form reasonably acceptable to the Collateral Agent, (iv) if such Person is a Domestic Subsidiary and has any Subsidiaries, (A) deliver all of the Capital Stock of such approval Domestic Subsidiaries owned by it and 65% of the stock of the Material First Tier Foreign Subsidiaries owned by it (together with undated stock powers signed in blank) to the Collateral Agent and (B) execute a pledge agreement (or a joinder to the existing Security Agreement) and otherwise in a form acceptable to the Collateral Agent, (v) if such longer period Person is a Domestic Subsidiary and owns or leases any real property, execute any and all necessary mortgages, deeds of time as Administrative trust, deeds to secure debt or other appropriate real estate collateral documentation in a form acceptable to the Collateral Agent may agree (or, if reasonably requested by the Collateral Agent, cause to be delivered in its sole discretiona commercially reasonable manner a landlord waiver or estoppel letter with respect thereto in a form acceptable to the Collateral Agent), execute and (vi) deliver all such agreements, guarantees, documents and certificates (including Joinder Agreements, any amendments to other documentation as the Credit Documents, lien searches and a Perfection Certificate) as Administrative Collateral Agent may reasonably request in order connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, surveys, environmental reports, valuations, flood certificates, zoning certificates, certified resolutions and other organizational and authorizing documents of such Person and favorable opinions of counsel to have such Wholly Owned Restricted Subsidiary become a Guarantor Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above), all in form, content and scope reasonably satisfactory to the Collateral Agent and (B)(Ivii) execute provide to the Lenders (x) a new Schedule 5.01(m) which shall ---------------- reflect the information regarding such new Subsidiary required by Section 5.01(m), and deliver to Collateral Agent such amendments to or additional Security Documents as Collateral Agent deems necessary or advisable in order to grant to Collateral Agent for the benefit of the Secured Parties(y) if applicable, a perfected security interest in the Equity Interests of such Additional Credit Party which are owned by any Credit Party and required to be pledged pursuant new Schedule to the Security Agreement, (II) deliver to Collateral Agent Agreement which -------- shall reflect the certificates (if any) representing such Equity Interests together with in the case of such Equity Interests, undated stock powers endorsed in blank, (III) cause such Additional Credit Party to take such actions necessary or advisable (including executing and delivering a Joinder Agreement) to grant to Collateral Agent for the benefit of the Secured Parties, a perfected security interest in the collateral described in (subject to any requirements set forth in the Security Agreement with respect to limitations on grant of security interests in certain types of assets or Pledged Collateral and limitations or exclusions from the requirement to perfect Liens on such Pledged Collateral and excluding acts with respect to perfection of security interests and Liens not required under, or excluded from the requirements under, the Security Agreement) the Security Agreement and all other Property (limited, in the case of any first-tier Foreign Subsidiary that is a CFC or any CFC Holdco, to 65% of the voting Equity Interests and 100% of the non-voting Equity Interests of such Foreign Subsidiary or CFC Holdco) of such Additional Credit Party in accordance with the provisions of Section 9.08 hereof with respect to such Additional Credit Party, or as necessary under applicable law or as may be reasonably requested by Collateral Agent, and (IV) deliver to Collateral Agent all legal opinions reasonably requested by Collateral Agent with respect to such Additional Credit Party relating to the matters described above covering matters similar to those covered in the opinions delivered on the Closing Date; provided, however, that Borrower shall use its commercially reasonable efforts to obtain such approvals for any Mortgage(s) and Lien(s) (including pledge of the Equity Interests Capital Stock of such new Subsidiary) to be granted by such Additional Credit Party and for the Guarantee of such Additional Credit Party as soon as reasonably practicable. All of the foregoing actions shall be at the sole cost and expense of the Credit Parties. Notwithstanding the foregoing in this Section 9.11 to the contrary, it is understood and agreed that no Lien(s), Mortgage(s) and/or Guarantee of the applicable Additional Credit Party shall be required to be granted or delivered at such time as provided in the paragraph above in this Section 9.11 as a result of such Lien(s), Mortgage(s) and/or Guarantee being prohibited (i) by the applicable Gaming Authorities, any other applicable Governmental Authorities or applicable Law; provided, however, that Borrower has used its commercially reasonable efforts to obtain such approvals for such Lien(s), Mortgage(s) and/or Guarantee or (ii) any Contractual Obligation (except to the extent superseded by the applicable provisions of the UCC).

Additional Credit Parties. Upon As soon as practicable and in any event within 30 days after any Person (iwhether newly formed, acquired or otherwise) any Credit Party creating or acquiring any becomes a Material Subsidiary that is a Wholly Owned Restricted Subsidiary of any Credit Party the Borrower shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and shall (other than any Excluded Subsidiarya) after if such Person is a wholly-owned Domestic Subsidiary of a Credit Party, cause such Person to execute a Joinder Agreement in substantially the Closing Datesame form as SCHEDULE 5.13 (subject to exceptions regarding real property and ownership interests as collateral as set forth herein in the case of a Subsidiary of the Acquired Company), (iib) any Wholly Owned Restricted cause 100% (if such Person is a Domestic Subsidiary of a Credit Party ceasing to be an Excluded Subsidiary (including, without limitation, an Immaterial Subsidiary being designated pursuant to Section 9.13 as an Excluded Immaterial Subsidiary) or (iii) any Revocation that results in an Unrestricted Subsidiary becoming a Wholly Owned Restricted Subsidiary (other than any Excluded Subsidiarya Subsidiary of the Acquired Company) or, unless otherwise agreed by the Administrative Agent, 65% (if such Person is a First Tier Foreign Subsidiary of a Credit Party that is also a Material Subsidiary) of the Capital Stock of such Person owned by a Credit Party to be delivered to the Administrative Agent (together with undated stock powers signed in blank (unless, with respect to a First Tier Foreign Subsidiary, such Wholly Owned Restricted Subsidiary referenced stock powers are deemed unnecessary by the Administrative Agent in clause (iits reasonable discretion under the law of the jurisdiction of incorporation of such Person)) and pledged to the Administrative Agent pursuant to an appropriate pledge agreement(s) in substantially the form of the Pledge Agreement or joinder to the Pledge Agreement and otherwise in form acceptable to the Administrative Agent, (iic) if such Person is a Restricted Subsidiary, cause such Person to grant a security interest in its material real property (excluding real property owned by a Subsidiary of the Acquired Company) and the personal property Collateral of such Person pursuant to appropriate mortgages and/or security agreements in substantially the form of the Security Agreement or (iii) above, an “Additional Credit Party”), such Credit Party shall, assuming and a joinder to the extent that it does not violate any Gaming Law or assuming Security Agreement, subject to no other Liens other than Permitted Liens, and to (d) deliver such other documentation as the extent it obtains the approval of the Gaming Authority to the extent such approval is required by applicable Gaming Laws (which Borrower hereby agrees to use commercially reasonable efforts to obtain), (A) cause each such Wholly Owned Restricted Subsidiary to promptly (but in any event within 45 days (or 95 days, in the event of any Discharge of any Indebtedness in connection with the acquisition of any such Subsidiary) after the later of such event described in clause (i), (ii) or (iii) above or receipt of such approval (or such longer period of time as Administrative Agent may agree to in its sole discretion), execute and deliver all such agreements, guarantees, documents and certificates (including Joinder Agreements, any amendments to the Credit Documents, lien searches and a Perfection Certificate) as Administrative Agent may reasonably request in order connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, certified resolutions and other organizational and authorizing documents of such Person and favorable opinions of counsel to have such Wholly Owned Restricted Subsidiary become a Guarantor Person (which shall cover, among other things, the legality, validity, binding effect and (B)(I) execute and deliver to Collateral Agent such amendments to or additional Security Documents as Collateral Agent deems necessary or advisable in order to grant to Collateral Agent for the benefit enforceability of the Secured Parties, a perfected security interest in documentation referred to above and the Equity Interests of such Additional Credit Party which are owned by any Credit Party and required to be pledged pursuant to the Security Agreement, (II) deliver to Collateral Agent the certificates (if any) representing such Equity Interests together with in the case of such Equity Interests, undated stock powers endorsed in blank, (III) cause such Additional Credit Party to take such actions necessary or advisable (including executing and delivering a Joinder Agreement) to grant to Collateral Agent for the benefit perfection of the Secured Parties, a perfected security interest in the collateral described in (subject to any requirements set forth in the Security Agreement with respect to limitations on grant of security interests in certain types of assets or Pledged Collateral and limitations or exclusions from the requirement to perfect Liens on such Pledged Collateral and excluding acts with respect to perfection of security interests and Liens not required under, or excluded from the requirements under, the Security Agreement) the Security Agreement and all other Property (limited, in the case of any first-tier Foreign Subsidiary that is a CFC or any CFC Holdco, to 65% of the voting Equity Interests and 100% of the non-voting Equity Interests of such Foreign Subsidiary or CFC Holdco) of such Additional Credit Party in accordance with the provisions of Section 9.08 hereof with respect to such Additional Credit Party, or as necessary under applicable law or as may be reasonably requested by Collateral Administrative Agent, and (IV) deliver to Collateral Agent all legal opinions reasonably requested by Collateral Agent with respect to such Additional Credit Party relating to the matters described above covering matters similar to those covered in the opinions delivered on the Closing Date; provided, however, that Borrower shall use its commercially reasonable efforts to obtain such approvals for any Mortgage(s) and Lien(s) (including pledge of the Equity Interests of such Subsidiary) to be granted by such Additional Credit Party and for the Guarantee of such Additional Credit Party as soon as reasonably practicable. All of the foregoing actions shall be at the sole cost and expense of the Credit Parties. Notwithstanding the foregoing in this Section 9.11 to the contrary, it is understood and agreed that no Lien(s), Mortgage(s) and/or Guarantee of the applicable Additional Credit Party shall be required to be granted or delivered at such time as provided in the paragraph above in this Section 9.11 as a result of such Lien(s), Mortgage(s) and/or Guarantee being prohibited (i) by the applicable Gaming Authorities, any other applicable Governmental Authorities or applicable Law; provided, however, that Borrower has used its commercially reasonable efforts to obtain such approvals for such Lien(s), Mortgage(s) and/or Guarantee or (ii) any Contractual Obligation (except to the extent superseded by the applicable provisions of the UCC's liens thereunder).

Additional Credit Parties. Upon (a) As soon as practicable and in any event within 30 days after any Person becomes a Material Subsidiary, the Borrowers shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and shall (i) any Credit Party creating or acquiring any Subsidiary that if such Person is a Wholly Owned Restricted Domestic Subsidiary (other than any Excluded Subsidiary) after of a Credit Party, cause such Person to execute a Joinder Agreement in substantially the Closing Datesame form as Schedule 7.12, (ii) any Wholly Owned Restricted cause 100% (if such Person is a Domestic Subsidiary of a Credit Party ceasing to be and is not an Excluded Subsidiary (including, without limitation, an Immaterial Subsidiary being designated pursuant to Section 9.13 as an Excluded Immaterial Unrestricted Subsidiary) or 65% (iii) any Revocation that results in an Unrestricted if such Person is a direct Foreign Subsidiary becoming a Wholly Owned Restricted Subsidiary (other than any Excluded Subsidiary) of a Credit Party Party) of the Capital Stock of such Person to be delivered to the Administrative Agent (such Wholly Owned Restricted Subsidiary referenced together with undated stock powers signed in clause blank (i)unless, (ii) or (iii) above, an “Additional Credit Party”)with respect to a Foreign Subsidiary, such Credit Party shall, assuming stock powers are deemed unnecessary by the Administrative Agent in its reasonable discretion under the law of the jurisdiction of incorporation of such Person)) and pledged to the extent that it does not violate any Gaming Law or assuming and Administrative Agent pursuant to an appropriate pledge agreement(s) in form acceptable to the extent it obtains the approval of the Gaming Authority to the extent such approval is required by applicable Gaming Laws (which Borrower hereby agrees to use commercially reasonable efforts to obtain), (A) cause each such Wholly Owned Restricted Subsidiary to promptly (but in any event within 45 days (or 95 days, in the event of any Discharge of any Indebtedness in connection with the acquisition of any such Subsidiary) after the later of such event described in clause (i), (ii) or (iii) above or receipt of such approval (or such longer period of time as Administrative Agent may agree and cause such Person to in its sole discretion), execute and deliver all such agreements, guarantees, documents and certificates (including Joinder Agreements, any amendments to other documentation as the Credit Documents, lien searches and a Perfection Certificate) as Administrative Agent may reasonably request in order connection with the foregoing, including, without limitation, appropriate certified resolutions and other organizational and authorizing documents of such Person, and favorable opinions of counsel to have such Wholly Owned Restricted Person all in form, content and scope reasonably satisfactory to the Administrative Agent. (b) As soon as practicable and in any event within 30 days after any date on which any Domestic Subsidiary become that does not individually constitute a Guarantor Material Subsidiary (a “Non-Material Domestic Subsidiary”), constitutes, in the aggregate with all other Non-Material Domestic Subsidiaries, more than 15% of the consolidated assets of Speedway Motorsports and (B)(I) execute its consolidated Subsidiaries as of the end of the immediately preceding fiscal quarter or generates, in the aggregate with all other Non-Material Domestic Subsidiaries, more than 15% of the Consolidated EBITDA of Speedway Motorsports and deliver to Collateral Agent such amendments to or additional Security Documents as Collateral Agent deems necessary or advisable in order to grant to Collateral Agent its consolidated Subsidiaries for the benefit period of four consecutive fiscal quarters ending as of the Secured Partiesend of the immediately preceding fiscal quarter (the “Threshold Requirement”), a perfected security interest in the Equity Interests of Borrowers shall provide the Administrative Agent with written notice thereof and cause such Additional Credit Party which are owned by any Credit Party and required Domestic Subsidiary to be pledged pursuant to the Security provide an executed Joinder Agreement, (II) deliver to Collateral Agent the certificates (if any) representing such Equity Interests together with in the case of such Equity Interests, undated stock powers endorsed in blank, (III) cause such Additional Credit Party to take such actions necessary or advisable (including executing and delivering a Joinder Agreement) to grant to Collateral Agent for the benefit of the Secured Parties, a perfected security interest in the collateral described in (subject to any requirements related deliveries set forth in clause (a)(ii) above, such that immediately after such joinder, the Security Agreement with respect remaining Non-Material Domestic Subsidiaries shall not exceed the Threshold Requirement. (c) Notwithstanding anything to limitations on grant of security interests in certain types of assets or Pledged Collateral and limitations or exclusions from the requirement to perfect Liens on such Pledged Collateral and excluding acts with respect to perfection of security interests and Liens not required undercontrary contained herein, the Borrowers will promptly provide, or excluded from the requirements under, the Security Agreement) the Security Agreement and all other Property (limited, in the case of any first-tier Foreign Subsidiary that is a CFC or any CFC Holdcocause to be provided, to 65% the Administrative Agent, an executed Joinder Agreement, together with the related deliveries set forth in clause (a)(ii) above, from any Subsidiary or Affiliate of Speedway Motorsports that gives a guaranty in respect of the voting Equity Interests and 100% of the non-voting Equity Interests of such Foreign Subsidiary or CFC Holdco) of such Additional Credit Party in accordance with the provisions of Section 9.08 hereof with respect to such Additional Credit Party, or as necessary under applicable law or as may be reasonably requested by Collateral Agent, and (IV) deliver to Collateral Agent all legal opinions reasonably requested by Collateral Agent with respect to such Additional Credit Party relating to the matters described above covering matters similar to those covered in the opinions delivered on the Closing Date; provided, however, that Borrower shall use its commercially reasonable efforts to obtain such approvals for any Mortgage(s) and Lien(s) (including pledge of the Equity Interests of such Subsidiary) to be granted by such Additional Credit Party and for the Guarantee of such Additional Credit Party as soon as reasonably practicable. All of the foregoing actions shall be at the sole cost and expense of the Credit Parties. Notwithstanding the foregoing in this Section 9.11 to the contrary, it is understood and agreed that no Lien(s), Mortgage(s) and/or Guarantee of the applicable Additional Credit Party shall be required to be granted or delivered at such time as provided in the paragraph above in this Section 9.11 as a result of such Lien(s), Mortgage(s) and/or Guarantee being prohibited (i) by the applicable Gaming Authorities, any other applicable Governmental Authorities or applicable Law; provided, however, that Borrower has used its commercially reasonable efforts to obtain such approvals for such Lien(s), Mortgage(s) and/or Guarantee or (ii) any Contractual Obligation (except to the extent superseded by the applicable provisions of the UCC)Senior Subordinated Notes.

Additional Credit Parties. Upon (i) At the direction of Borrower by written notice to Administrative Agent that Borrower has elected in its sole discretion to subject any direct Wholly Owned Subsidiary of the Borrower or any other Credit Party creating or acquiring to this Section 9.11 (any Subsidiary that is a Wholly Owned Restricted Subsidiary (other than any Excluded Subsidiary) after the Closing Date, (ii) any Wholly Owned Restricted Subsidiary of a Credit Party ceasing to be an Excluded Subsidiary (including, without limitation, an Immaterial Subsidiary being designated pursuant to Section 9.13 as an Excluded Immaterial Subsidiary) or (iii) any Revocation that results in an Unrestricted Subsidiary becoming a Wholly Owned Restricted Subsidiary (other than any Excluded Subsidiary) of a Credit Party (such Wholly Owned Restricted Subsidiary referenced in clause (i), (ii) or (iii) aboveSubsidiary, an “Additional Credit Party”), (a) Borrower shall cause such Additional Credit Party shallto, assuming and to the extent that it does not violate any Gaming Law or assuming and to the extent it obtains the approval of the Gaming Authority to the extent such approval is required by applicable Gaming Laws (which Borrower hereby agrees to use commercially reasonable efforts to obtain), (A) cause each such Wholly Owned Restricted Subsidiary to promptly (but in any event within 45 days (or 95 days, in the event of any Discharge of any Indebtedness in connection with the acquisition of any such Subsidiary) after the later of such event described in clause (i), (ii) or (iii) above or receipt of such approval (or such longer period of time as Administrative Agent may agree to in its sole discretion), execute and deliver all such agreements, guarantees, documents and certificates (including Joinder Agreements, any amendments to the Credit Documents, lien searches and a Perfection Certificate) as Administrative Agent may reasonably request in order to have such Wholly Owned Restricted Subsidiary Additional Credit Party become a Guarantor and (B)(Ib) the applicable Credit Party shall (i) execute and deliver to Collateral Agent such amendments to or additional Security Documents and take all actions required thereunder as Collateral Agent deems necessary or advisable in order to grant to Collateral Agent for the benefit of the Secured Parties, a perfected security interest in the Equity Interests of such Additional Credit Party which are owned by any such Credit Party and required to be pledged pursuant to the Security AgreementParty, (IIii) deliver to Collateral Agent the certificates (if any) representing such Equity Interests together with in the case of such Equity Interests, undated stock powers endorsed in blank, and (IIIiii) cause such Additional Credit Party to take such actions necessary or advisable (including executing and delivering a Joinder Agreement) to grant to Collateral Agent for the benefit of the Secured Parties, a perfected security interest in the collateral described in (subject to any requirements set forth in the Security Agreement with respect to limitations on grant of security interests in certain types of assets or Pledged Collateral and limitations or exclusions from the requirement to perfect Liens on such Pledged Collateral and excluding acts with respect to perfection of security interests and Liens not required under, or excluded from the requirements under, the Security Agreement) the Security Agreement and all other Property (limited, in the case of any first-tier Foreign Subsidiary that is a CFC or any CFC Holdco, to 65% of the voting Equity Interests and 100% of the non-voting Equity Interests of such Foreign Subsidiary or CFC Holdco) of such Additional Credit Party in accordance with the provisions of Section 9.08 hereof with respect to such Additional Credit Party, or as necessary under applicable law or as may be reasonably requested by Collateral Agent, and (IV) deliver delivered to Collateral Agent all legal opinions reasonably requested by Collateral Agent with respect to such Additional Credit Party relating to the matters described above covering matters similar to those covered in the opinions delivered on the Closing Date; provided, however, that Borrower shall use its commercially reasonable efforts to obtain such approvals for any Mortgage(s) and Lien(s) (including pledge of the Equity Interests of such Subsidiary) to be granted by such Additional Credit Party and for the Guarantee of such Additional Credit Party as soon as reasonably practicable. All of the foregoing actions shall be at the sole cost and expense of the Credit Parties. Notwithstanding the foregoing in this Section 9.11 to the contrary, it is understood and agreed that no Lien(s), Mortgage(s) and/or Guarantee of the applicable Additional Credit Party shall be required to be granted or delivered at such time as provided in the paragraph above in this Section 9.11 as a result of such Lien(s), Mortgage(s) and/or Guarantee being prohibited by (i) by the applicable Gaming Authorities, any other applicable Governmental Authorities or applicable Law; provided, however, that Borrower has used its commercially reasonable efforts to obtain such approvals for such Lien(s), Mortgage(s) and/or Guarantee or (ii) any Contractual Obligation (except to the extent superseded by the applicable provisions of the UCC).

Additional Credit Parties. Upon (i) any Credit Party creating or acquiring any Subsidiary that is a Wholly Owned Restricted Subsidiary (other than any Excluded Subsidiary) Within 30 days after the Closing Date, (ii) any Wholly Owned Restricted Subsidiary of a Credit Party ceasing to be an Excluded Subsidiary (including, without limitation, an Immaterial Subsidiary being designated date the officer's certificate is due pursuant to Section 9.13 as an Excluded Immaterial Subsidiary7.1(c), the Borrower shall cause (a) or each Person who is a Material Domestic Subsidiary who is not already a Guarantor to execute a Joinder Agreement in substantially the form of Exhibit 7.12, (iiib) any Revocation itself and each Domestic Subsidiary that results in an Unrestricted directly owns a Material First Tier Foreign Subsidiary becoming to pledge 65% of the Voting Stock of such Material First Tier Foreign Subsidiary pursuant to a Wholly Owned Restricted Pledge Agreement (to the extent 65% of the Voting Stock of such Material First Tier Foreign Subsidiary (other than any Excluded Subsidiary) of a Credit Party (such Wholly Owned Restricted Subsidiary referenced in clause (iwas not previously pledged), (iic) or itself and each Material Domestic Subsidiary that has loaned money to a Non-Material Domestic Subsidiary to evidence such loan by an enforceable promissory note and to deliver such promissory note, together with a Collateral Assignment of Note and endorsement thereto (iii) above, an “Additional Credit Party”), such Credit Party shall, assuming and to the extent that it does not violate any Gaming Law or assuming and to the extent it obtains the approval of the Gaming Authority to the extent such approval is required by applicable Gaming Laws (which Borrower hereby agrees to use commercially reasonable efforts to obtainpreviously delivered), (Ad) cause each such Wholly Owned Restricted Subsidiary other Persons to promptly execute Joinder Agreements or pledge Voting Stock as required by Section 7.13, and (but in any event within 45 days (or 95 days, in e) deliver such other documentation as the event of any Discharge of any Indebtedness in connection with the acquisition of any such Subsidiary) after the later of such event described in clause (i), (ii) or (iii) above or receipt of such approval (or such longer period of time as Administrative Agent may agree to in its sole discretion), execute and deliver all such agreements, guarantees, documents and certificates (including Joinder Agreements, any amendments to the Credit Documents, lien searches and a Perfection Certificate) as Administrative Agent may reasonably request in order connection with the foregoing, including, without limitation, (i) appropriate certified resolutions and other organizational and authorizing documents of such Person, (ii) favorable opinions of counsel to have such Wholly Owned Restricted Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above), all in form, content and scope reasonably satisfactory to the Administrative Agent, and (iii) stock certificates with stock powers executed in blank or evidence of perfection (which may include opinions) regarding uncertificated securities and/or original promissory notes with executed endorsements attached thereto. The Lenders agree that within 30 days after receipt of reasonably sufficient evidence that (x) a Domestic Subsidiary become ceases to be a Material Domestic Subsidiary or (y) a Material First Tier Foreign Subsidiary ceases to be a First Tier Foreign Subsidiary or ceases to be a Material Foreign Subsidiary, then either such Domestic Subsidiary shall be released from its obligations as a Guarantor and (B)(I) execute and deliver to Collateral Agent such amendments to or additional Security Documents as Collateral Agent deems necessary or advisable in order to grant to Collateral Agent for the benefit pledge of the Secured Parties, a perfected security interest in the Equity Interests of such Additional Credit Party which are owned by any Credit Party and required to be pledged pursuant to the Security Agreement, (II) deliver to Collateral Agent the certificates (if any) representing such Equity Interests together with in the case of such Equity Interests, undated stock powers endorsed in blank, (III) cause such Additional Credit Party to take such actions necessary or advisable (including executing and delivering a Joinder Agreement) to grant to Collateral Agent for the benefit of the Secured Parties, a perfected security interest in the collateral described in (subject to any requirements set forth in the Security Agreement with respect to limitations on grant of security interests in certain types of assets or Pledged Collateral and limitations or exclusions from the requirement to perfect Liens on such Pledged Collateral and excluding acts with respect to perfection of security interests and Liens not required under, or excluded from the requirements under, the Security Agreement) the Security Agreement and all other Property (limited, in the case of any first-tier Foreign Subsidiary that is a CFC or any CFC Holdco, to 65% of the voting Equity Interests and 100% of the non-voting Equity Interests of such Foreign Subsidiary or CFC Holdco) of such Additional Credit Party in accordance with the provisions of Section 9.08 hereof with respect to such Additional Credit Party, or as necessary under applicable law or as may shall be reasonably requested by Collateral Agent, terminated and (IV) deliver to Collateral Agent all legal opinions reasonably requested by Collateral Agent with respect to such Additional Credit Party relating each stock returned to the matters described Domestic Subsidiary pledging such stock. The Lenders further agree that within 30 days after notice from the Borrower that any loan or series of loans referred to in clause (c) above covering matters similar to those covered has been repaid in full, then the opinions delivered on the Closing Date; provided, however, that Borrower shall use its commercially reasonable efforts to obtain such approvals for any Mortgage(s) and Lien(s) (including pledge of the Equity Interests of promissory note evidencing such Subsidiary) to be granted by such Additional Credit Party and for the Guarantee of such Additional Credit Party as soon as reasonably practicable. All of the foregoing actions loan shall be terminated and the Administrative Agent shall release and return such promissory note, together with the related Collateral Assignment of Note, to the Borrower or such Material Domestic Subsidiary, as the case may be. The Administrative Agent is hereby authorized in connection with the events described in the prior two sentences, at the sole cost and expense of the Credit Parties. Notwithstanding the foregoing in this Section 9.11 Borrower, to the contraryexecute such documentation as appropriate to evidence such release, it is understood and agreed that no Lien(s)return or termination unless, Mortgage(s) and/or Guarantee of the applicable Additional Credit Party shall be required to be granted or delivered at such time as provided in the paragraph above circumstances described in this (x) and (y) above, such release or return would cause a violation of Section 9.11 as a result of such Lien(s), Mortgage(s) and/or Guarantee being prohibited (i) by the applicable Gaming Authorities, any other applicable Governmental Authorities or applicable Law; provided, however, that Borrower has used its commercially reasonable efforts to obtain such approvals for such Lien(s), Mortgage(s) and/or Guarantee or (ii) any Contractual Obligation (except to the extent superseded by the applicable provisions of the UCC)7.13.

Additional Credit Parties. Upon (a) As soon as practicable and in any event within thirty (30) days after any Person becomes a Material Subsidiary, the Borrowers shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and shall (i) any Credit Party creating or acquiring any Subsidiary that if such Person is a Wholly Owned Restricted Domestic Subsidiary (other than any Excluded Subsidiary) after of a Credit Party, cause such Person to execute a Joinder Agreement in substantially the Closing Datesame form as Schedule 7.12, (ii) any Wholly Owned Restricted cause (A) one hundred percent (100%) of the issued and outstanding Capital Stock of each Domestic Subsidiary of (that is not an Excluded Subsidiary) directly owned by a Credit Party ceasing and (B) sixty- five percent (65%) of the issued and outstanding Voting Stock and one hundred percent (100%) of the issued and outstanding Capital Stock not constituting Voting Stock of each Foreign Subsidiary directly owned by a Credit Party, to be an Excluded Subsidiary delivered to the Administrative Agent (includingtogether with undated stock powers signed in blank (unless, without limitationwith respect to a Foreign Subsidiary, an Immaterial Subsidiary being designated such stock powers are deemed unnecessary by the Administrative Agent in its reasonable discretion under the law of the jurisdiction of incorporation of such Person)) and pledged to the Administrative Agent pursuant to Section 9.13 as an Excluded Immaterial Subsidiaryappropriate pledge agreement(s) or (iii) any Revocation that results in an Unrestricted Subsidiary becoming a Wholly Owned Restricted Subsidiary (other than any Excluded Subsidiary) of a Credit Party (such Wholly Owned Restricted Subsidiary referenced in clause (i), (ii) or (iii) above, an “Additional Credit Party”), such Credit Party shall, assuming and form acceptable to the extent that it does not violate any Gaming Law or assuming and to the extent it obtains the approval of the Gaming Authority to the extent such approval is required by applicable Gaming Laws (which Borrower hereby agrees to use commercially reasonable efforts to obtain), (A) cause each such Wholly Owned Restricted Subsidiary to promptly (but in any event within 45 days (or 95 days, in the event of any Discharge of any Indebtedness in connection with the acquisition of any such Subsidiary) after the later of such event described in clause (i), (ii) or (iii) above or receipt of such approval (or such longer period of time as Administrative Agent may agree and cause such Person to in its sole discretion), execute and deliver all such agreements, guarantees, documents and certificates (including Joinder Agreements, any amendments to other documentation as the Credit Documents, lien searches and a Perfection Certificate) as Administrative Agent may reasonably request in order connection with the foregoing, including, without limitation, appropriate certified resolutions and other organizational and authorizing documents of such Person, and favorable opinions of counsel to have such Wholly Owned Restricted Person all in form, content and scope reasonably satisfactory to the Administrative Agent. (b) As soon as practicable and in any event within thirty (30) days after any date on which any Domestic Subsidiary become that does not individually constitute a Guarantor Material Subsidiary (a “Non-Material Domestic Subsidiary”), constitutes, in the aggregate with all other Non-Material Domestic Subsidiaries, more than fifteen percent (15%) of the consolidated assets of Holdings and its consolidated Subsidiaries as of the end of the immediately preceding fiscal quarter or generates, in the aggregate with all other Non-Material Domestic Subsidiaries, more than fifteen percent (B)(I15%) execute of the Consolidated EBITDA of Holdings and deliver to Collateral Agent such amendments to or additional Security Documents as Collateral Agent deems necessary or advisable in order to grant to Collateral Agent its consolidated Subsidiaries for the benefit period of four (4) consecutive fiscal quarters ending as of the Secured Partiesend of the immediately preceding fiscal quarter (the “Threshold Requirement”), a perfected security interest in the Equity Interests of Borrowers shall provide the Administrative Agent with written notice thereof and cause such Additional Credit Party which are owned by any Credit Party and required Domestic Subsidiary to be pledged pursuant to the Security provide an executed Joinder Agreement, (II) deliver to Collateral Agent the certificates (if any) representing such Equity Interests together with in the case of such Equity Interests, undated stock powers endorsed in blank, (III) cause such Additional Credit Party to take such actions necessary or advisable (including executing and delivering a Joinder Agreement) to grant to Collateral Agent for the benefit of the Secured Parties, a perfected security interest in the collateral described in (subject to any requirements related deliveries set forth in clause (a)(ii) above, such that immediately after such joinder, the Security Agreement with respect remaining Non-Material Domestic Subsidiaries shall not exceed the Threshold Requirement. (c) Notwithstanding anything to limitations on grant of security interests in certain types of assets or Pledged Collateral and limitations or exclusions from the requirement to perfect Liens on such Pledged Collateral and excluding acts with respect to perfection of security interests and Liens not required undercontrary contained herein, the Borrowers will promptly provide, or excluded from the requirements under, the Security Agreement) the Security Agreement and all other Property (limited, in the case of any first-tier Foreign Subsidiary that is a CFC or any CFC Holdcocause to be provided, to 65% of the voting Equity Interests and 100% of Administrative Agent, an executed Joinder Agreement, together with the non-voting Equity Interests of such Foreign related deliveries set forth in clause (a)(ii) above, from any Subsidiary or CFC Holdco) Affiliate of such Additional Credit Party Holdings that gives a guaranty or otherwise becomes an obligor in accordance with the provisions respect of Section 9.08 hereof with respect to such Additional Credit Party, or as necessary under applicable law or as may be reasonably requested by Collateral Agent, and (IV) deliver to Collateral Agent all legal opinions reasonably requested by Collateral Agent with respect to such Additional Credit Party relating to the matters described above covering matters similar to those covered in the opinions delivered on the Closing Date; provided, however, that Borrower shall use its commercially reasonable efforts to obtain such approvals for any Mortgage(s) and Lien(s) Funded Indebtedness (including pledge of without limitation the Equity Interests of such Subsidiary) to be granted by such Additional Credit Party and for the Guarantee of such Additional Credit Party as soon as reasonably practicable. All of the foregoing actions shall be at the sole cost and expense of the Credit Parties. Notwithstanding the foregoing in this Section 9.11 to the contrary, it is understood and agreed that no Lien(s), Mortgage(s) and/or Guarantee of the applicable Additional Credit Party shall be required to be granted or delivered at such time as provided in the paragraph above in this Section 9.11 as a result of such Lien(s), Mortgage(s) and/or Guarantee being prohibited (i) by the applicable Gaming Authorities2015 Senior Notes, any other applicable Governmental Authorities or applicable Law; provided, however, that Borrower has used its commercially reasonable efforts to obtain such approvals for such Lien(s), Mortgage(s) and/or Guarantee or (ii) Permitted Pari Passu Indebtedness and any Contractual Obligation (except to the extent superseded by the applicable provisions of the UCCPermitted Junior Indebtedness).

Additional Credit Parties. Upon (i) any Credit Party creating Promptly after the formation or acquiring acquisition of any Subsidiary that of the Borrower not listed on Schedule 8.01, the Borrower shall execute and deliver, or cause to be executed and delivered by the appropriate Subsidiary of the Borrower, in form and substance satisfactory to the Agent: (a) If such Subsidiary is a Wholly Owned Restricted Foreign Subsidiary and if the capital stock of such Subsidiary is held by the Borrower or a Subsidiary (other than any Excluded a Foreign Subsidiary) after the Closing Date, (ii) any Wholly Owned Restricted Subsidiary of a Credit Party ceasing to be an Excluded Subsidiary (including, without limitation, an Immaterial Subsidiary being designated pursuant to Section 9.13 as an Excluded Immaterial Subsidiary) or (iii) any Revocation that results in an Unrestricted Subsidiary becoming a Wholly Owned Restricted Subsidiary (other than any Excluded Subsidiary) of a Credit Party (such Wholly Owned Restricted Subsidiary referenced in clause (i), (ii) or (iii) above, an “Additional Credit Party”), such Credit Party shall, assuming and to the extent that it does not violate any Gaming Law or assuming and to the extent it obtains the approval of the Gaming Authority to the extent such approval is required by applicable Gaming Laws (which Borrower hereby agrees to use commercially reasonable efforts to obtain), (A) cause each such Wholly Owned Restricted Subsidiary to promptly (but in any event within 45 days (or 95 days, in the event of any Discharge of any Indebtedness in connection with the acquisition of any such Subsidiary) after the later of such event described in clause (i), (ii) or (iii) above or receipt of such approval (or such longer period of time as Administrative Agent may agree to in its sole discretion), execute and deliver all such agreements, guarantees, documents and certificates (including Joinder Agreements, any amendments to the Credit Documents, lien searches and a Perfection Certificate) as Administrative Agent may reasonably request in order to have such Wholly Owned Restricted Subsidiary become a Guarantor and (B)(I) execute and deliver to Collateral Agent such amendments to or additional Security Documents as Collateral Agent deems necessary or advisable in order to grant to Collateral Agent for the benefit of the Secured Parties, a perfected security interest in the Equity Interests of such Additional Credit Party which are owned by any Credit Party and required to be pledged pursuant to the Security Agreement, (II) deliver to Collateral Agent the certificates (if any) representing such Equity Interests together with in the case of such Equity Interests, undated stock powers endorsed in blank, (III) cause such Additional Credit Party to take such actions necessary or advisable (including executing and delivering a Joinder Agreement) to grant to Collateral Agent for the benefit of the Secured Parties, a perfected security interest in the collateral described in (subject to any requirements set forth in the Security Pledge Agreement with respect to limitations on grant the Pledged Stock, if any, of security interests such Subsidiary, in certain substantially the same form as Exhibit G hereto, accompanied by (i) all stock certificates representing such capital stock and (ii) stock powers for those shares duly executed in blank; (b) A Guaranty Agreement from any such Subsidiary (except any Foreign Subsidiary), in substantially the same form as Exhibit D hereto; (c) An amendment to the Assignment of Intercompany Loans adding such Subsidiary as an assignor and containing an acknowledgment by such Subsidiary of the Assignment of Intercompany Loans, in the form of the acknowledgment attached to Exhibit F-1 hereto; and (d) Related documents of the types of assets or Pledged Collateral described in Sections 7.01(e), (f) and limitations or exclusions from (g) (which opinions need not be favorable as to the requirement to perfect Liens on such Pledged Collateral matters set forth in Sections 8.03 and excluding acts with respect to perfection of security interests and Liens not required under, or excluded from the requirements under, the Security Agreement) the Security Agreement and all other Property (limited8.05), in the case of any first-tier a Foreign Subsidiary that is a CFC or any CFC Holdco, to 65% of the voting Equity Interests and 100% of the non-voting Equity Interests of such Foreign Subsidiary or CFC Holdco) of such Additional Credit Party in accordance with the provisions of Section 9.08 hereof with respect to such Additional Credit Party, or as necessary under applicable law or as may be reasonably requested by Collateral Agentwhose shares will constitute Pledged Stock, and Sections 7.01(i), (IV) deliver to Collateral Agent all legal opinions reasonably requested by Collateral Agent with respect to such Additional Credit Party relating to the matters described above covering matters similar to those covered in the opinions delivered on the Closing Date; providedj), however, that Borrower shall use its commercially reasonable efforts to obtain such approvals for any Mortgage(s(k) and Lien(s) (including pledge of the Equity Interests of such Subsidiary) to be granted by such Additional Credit Party and for the Guarantee of such Additional Credit Party as soon as reasonably practicable. All of the foregoing actions shall be at the sole cost and expense of the Credit Partiesp). Notwithstanding the foregoing in this Section 9.11 anything herein to the contrary, it is understood and agreed that no Lien(s)in the event Borrower creates a Bankruptcy-Remote Subsidiary in connection with a Permitted Asset Securitization Transaction, Mortgage(s) and/or Guarantee of the applicable Additional Credit Party Borrower shall not be required to execute and deliver, or cause to be granted or delivered at such time as provided executed and delivered, any of the above documents in connection with the paragraph above in this Section 9.11 as a result formation of such Lien(s), Mortgage(s) and/or Guarantee being prohibited (i) by the applicable Gaming Authorities, any other applicable Governmental Authorities or applicable Law; provided, however, that Borrower has used its commercially reasonable efforts to obtain such approvals for such Lien(s), Mortgage(s) and/or Guarantee or (ii) any Contractual Obligation (except to the extent superseded by the applicable provisions of the UCC)Subsidiary.

Additional Credit Parties. Upon (i) At the time any Credit Party creating or acquiring any Subsidiary that is Person becomes a Wholly Owned Restricted Subsidiary (other than any Excluded Subsidiary) after the Closing Date, (ii) any Wholly Owned Restricted Subsidiary of a Credit Party ceasing to be an Excluded Subsidiary (includingParty, without limitation, an Immaterial Subsidiary being designated pursuant to Section 9.13 as an Excluded Immaterial Subsidiary) or (iii) any Revocation that results in an Unrestricted Subsidiary becoming a Wholly Owned Restricted Subsidiary (other than any Excluded Subsidiary) of a Credit Party (such Wholly Owned Restricted Subsidiary referenced in clause (i), (ii) or (iii) above, an “Additional Credit Party”), such Credit Party shall, assuming the Borrower shall so notify the Administrative Agent and to the extent that it does not violate any Gaming Law or assuming and to the extent it obtains the approval of the Gaming Authority to the extent such approval is required by applicable Gaming Laws (which Borrower hereby agrees to use commercially reasonable efforts to obtain), (A) cause each such Wholly Owned Restricted Subsidiary to promptly thereafter (but in any event within 45 days after the date thereof) shall (or 95 days, in the event of any Discharge of any Indebtedness in connection with the acquisition of any a) cause such Person (if it is a Domestic Subsidiary) after to execute a Joinder Agreement in substantially the later same form as EXHIBIT 7.13, (b)(i) cause all of the Capital Stock of such event described Person (if such Person is a Domestic Subsidiary) or 65% of the Capital Stock of such Person (if such Person is a Foreign Subsidiary owned by a Credit Party) to be delivered to the Collateral Agent (together with undated stock powers signed in clause (i)blank) and pledged to the Collateral Agent pursuant to an appropriate pledge agreement in substantially the form of the Pledge Agreement and otherwise in a form acceptable to the Collateral Agent, (ii) or if such Person is a Domestic Subsidiary, pledge all of its assets to the Collateral Agent pursuant to a security agreement in substantially the form of the Security Agreement and otherwise in a form acceptable to the Collateral Agent, (iii) above or receipt if such Person is a Domestic Subsidiary and has any Subsidiaries, (A) deliver all of the Capital Stock of such approval Domestic Subsidiaries and 65% of the Capital Stock of such direct Foreign Subsidiaries (together with undated stock powers signed in blank) to the Collateral Agent and (B) execute a pledge agreement in substantially the form of the Pledge Agreement and otherwise in a form acceptable to the Collateral Agent, (iv) if such Person is a Domestic Subsidiary and owns or such longer period leases any real property in the United States of time as Administrative Agent may agree to in its sole discretion)America, execute any and deliver all such agreementsnecessary mortgages, guaranteesdeeds of trust, documents and certificates (including Joinder Agreementsdeeds to secure debt, any amendments collateral assignments of leaseholds or other appropriate real estate collateral documentation in a form acceptable to the Credit Documents, lien searches Collateral Agent and a Perfection Certificate(v) deliver such other documentation as Administrative the Collateral Agent may reasonably request in order to have such Wholly Owned Restricted Subsidiary become a Guarantor connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, environmental reports and landlord waivers, and (B)(I) execute and deliver to Collateral Agent such amendments to or additional Security Documents as Collateral Agent deems necessary or advisable in order to grant to Collateral Agent for the benefit of the Secured Parties, a perfected security interest in the Equity Interests of such Additional Credit Party which are owned by any Credit Party and required to be pledged pursuant to the Security Agreement, (II) deliver to Collateral Agent the certificates (if any) representing such Equity Interests together with in the case of such Equity Interests, undated stock powers endorsed in blank, (IIIc) cause such Additional Credit Party Person to take deliver certified resolutions and other organizational and authorizing documents of such actions necessary or advisable Person and favorable opinions of counsel to such Person (including executing which shall cover, among other things, the legality, validity, binding effect and delivering a Joinder Agreement) to grant to Collateral Agent for the benefit enforceability of the Secured Parties, a perfected security interest in the collateral described in (subject documentation referred to any requirements set forth in the Security Agreement with respect to limitations on grant of security interests in certain types of assets or Pledged Collateral and limitations or exclusions from the requirement to perfect Liens on such Pledged Collateral and excluding acts with respect to perfection of security interests and Liens not required under, or excluded from the requirements under, the Security Agreement) the Security Agreement and above); it being understood that all other Property (limited, in the case of any first-tier Foreign Subsidiary that is a CFC or any CFC Holdco, to 65% of the voting Equity Interests documentation, agreements, instruments, certificates and 100% of opinions to be delivered pursuant to (a), (b) and (c) above shall be in form, content and scope reasonably satisfactory to the non-voting Equity Interests of such Foreign Subsidiary or CFC Holdco) of such Additional Credit Party in accordance with the provisions of Section 9.08 hereof with respect to such Additional Credit Party, or as necessary under applicable law or as may be reasonably requested by Collateral Agent, and (IV) deliver to Collateral Agent all legal opinions reasonably requested by Collateral Agent with respect to such Additional Credit Party relating to the matters described above covering matters similar to those covered in the opinions delivered on the Closing Date; provided, however, that Borrower shall use its commercially reasonable efforts to obtain such approvals for any Mortgage(s) and Lien(s) (including pledge of the Equity Interests of such Subsidiary) to be granted by such Additional Credit Party and for the Guarantee of such Additional Credit Party as soon as reasonably practicable. All of the foregoing actions shall be at the sole cost and expense of the Credit Parties. Notwithstanding the foregoing anything in this Section 9.11 7.13 to the contrary, it is understood and agreed that no Lien(s), Mortgage(s) and/or Guarantee of the applicable Additional Credit Party shall be required to be granted (x) take any action which would violate any Requirement of Law or delivered at (y) ▇▇▇▇▇ ▇ ▇▇▇▇ on any asset that is subject to a Permitted Lien if the granting of such time Lien would violate the agreement creating or evidencing such Permitted Lien, so long as provided in such agreement was not entered into with the paragraph above in intent of avoiding the requirements of this Section 9.11 as a result of such Lien(s), Mortgage(s) and/or Guarantee being prohibited (i) by the applicable Gaming Authorities, any other applicable Governmental Authorities or applicable Law; provided, however, that Borrower has used its commercially reasonable efforts to obtain such approvals for such Lien(s), Mortgage(s) and/or Guarantee or (ii) any Contractual Obligation (except to the extent superseded by the applicable provisions of the UCC)7.13.

Additional Credit Parties. Upon (i) At the time any Credit Party creating or acquiring any Subsidiary that is Person becomes a Wholly Owned Restricted Subsidiary (other than any Excluded Subsidiary) after the Closing Date, (ii) any Wholly Owned Restricted Subsidiary of a Credit Party ceasing to be an Excluded Subsidiary (includingParty, without limitation, an Immaterial Subsidiary being designated pursuant to Section 9.13 as an Excluded Immaterial Subsidiary) or (iii) any Revocation that results in an Unrestricted Subsidiary becoming a Wholly Owned Restricted Subsidiary (other than any Excluded Subsidiary) of a Credit Party (such Wholly Owned Restricted Subsidiary referenced in clause (i), (ii) or (iii) above, an “Additional Credit Party”), such Credit Party shall, assuming the Borrower shall so notify the Agent and to the extent that it does not violate any Gaming Law or assuming and to the extent it obtains the approval of the Gaming Authority to the extent such approval is required by applicable Gaming Laws (which Borrower hereby agrees to use commercially reasonable efforts to obtain), (A) cause each such Wholly Owned Restricted Subsidiary to promptly thereafter (but in any event within 45 30 days after the date thereof) shall cause such Person to (or 95 daysa) if it is a Domestic Subsidiary, execute a Joinder Agreement in substantially the event same form as EXHIBIT 7.13, (b) cause all of any Discharge the capital stock of any Indebtedness in connection with the acquisition of any such Person (if such Person is a Domestic Subsidiary) after or 65% of the later capital stock of such event described Person (if such Person is a Foreign Subsidiary) to be delivered to the Agent (together with undated stock powers signed in clause blank) and pledged to the Agent pursuant to an appropriate pledge agreement in substantially the form of the Pledge Agreements and otherwise in a form acceptable to the Agent (c) if such Person is a Domestic Subsidiary, pledge all of its assets to the Lenders pursuant to a security agreement in substantially the form of the Security Agreements and otherwise in a form acceptable to the Agent (d) if such Person has any Subsidiaries, (i), ) deliver all of the capital stock of such Domestic Subsidiaries and 65% of the capital stock of such Foreign Subsidiaries (together with undated stock powers signed in blank) to the Agent and (ii) execute a pledge agreement in substantially the form of the Pledge Agreements and otherwise in a form acceptable to the Agent (e) if such Person owns or (iii) above or receipt leases any real property in the United States of such approval (or such longer period of time as Administrative Agent may agree to in its sole discretion)America, execute any and deliver all such agreementsnecessary mortgages, guaranteesdeeds of trust, documents and certificates (including Joinder Agreementsdeeds to secure debt, any amendments leasehold mortgages, collateral assignments of leaseholds or other appropriate real estate collateral documentation in a form acceptable to the Credit Documents, lien searches Agent and a Perfection Certificate(f) deliver such other documentation as Administrative the Agent may reasonably request in order connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, environmental reports, landlord waivers, certified resolutions and other organizational and authorizing documents of such Person and favorable opinions of counsel to have such Wholly Owned Restricted Subsidiary become a Guarantor Person (which shall cover, among other things, the legality, validity, binding effect and (B)(I) execute and deliver to Collateral Agent such amendments to or additional Security Documents as Collateral Agent deems necessary or advisable in order to grant to Collateral Agent for the benefit enforceability of the Secured Partiesdocumentation referred to above), a perfected security interest all in the Equity Interests of such Additional Credit Party which are owned by any Credit Party form, content and required to be pledged pursuant scope reasonably satisfactory to the Security Agreement, (II) deliver to Collateral Agent the certificates (if any) representing such Equity Interests together with in the case of such Equity Interests, undated stock powers endorsed in blank, (III) cause such Additional Credit Party to take such actions necessary or advisable (including executing and delivering a Joinder Agreement) to grant to Collateral Agent for the benefit of the Secured Parties, a perfected security interest in the collateral described in (subject to any requirements set forth in the Security Agreement with respect to limitations on grant of security interests in certain types of assets or Pledged Collateral and limitations or exclusions from the requirement to perfect Liens on such Pledged Collateral and excluding acts with respect to perfection of security interests and Liens not required under, or excluded from the requirements under, the Security Agreement) the Security Agreement and all other Property (limited, in the case of any first-tier Foreign Subsidiary that is a CFC or any CFC Holdco, to 65% of the voting Equity Interests and 100% of the non-voting Equity Interests of such Foreign Subsidiary or CFC Holdco) of such Additional Credit Party in accordance with the provisions of Section 9.08 hereof with respect to such Additional Credit Party, or as necessary under applicable law or as may be reasonably requested by Collateral Agent, and (IV) deliver to Collateral Agent all legal opinions reasonably requested by Collateral Agent with respect to such Additional Credit Party relating to the matters described above covering matters similar to those covered in the opinions delivered on the Closing Date; provided, however, that Borrower shall use its commercially reasonable efforts to obtain such approvals for any Mortgage(s) and Lien(s) (including pledge of the Equity Interests of such Subsidiary) to be granted by such Additional Credit Party and for the Guarantee of such Additional Credit Party as soon as reasonably practicable. All of the foregoing actions shall be at the sole cost and expense of the Credit Parties. Notwithstanding the foregoing in this Section 9.11 to the contrary, it is understood and agreed that no Lien(s), Mortgage(s) and/or Guarantee of the applicable Additional Credit Party shall be required to be granted or delivered at such time as provided in the paragraph above in this Section 9.11 as a result of such Lien(s), Mortgage(s) and/or Guarantee being prohibited (i) by the applicable Gaming Authorities, any other applicable Governmental Authorities or applicable Law; provided, however, that Borrower has used its commercially reasonable efforts to obtain such approvals for such Lien(s), Mortgage(s) and/or Guarantee or (ii) any Contractual Obligation (except to the extent superseded by the applicable provisions of the UCC).

Additional Credit Parties. Upon (a) As soon as practicable and in any event within thirty (30) days after any Person becomes a Material Subsidiary, the Borrowers shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and shall (i) any Credit Party creating or acquiring any Subsidiary that if such Person is a Wholly Owned Restricted Domestic Subsidiary (other than any Excluded Subsidiary) after of a Credit Party, cause such Person to execute a Joinder Agreement in substantially the Closing Datesame form as Schedule 7.12, (ii) any Wholly Owned Restricted cause one hundred percent (100%) (if such Person is a Domestic Subsidiary of a Credit Party ceasing to be and is not an Excluded Subsidiary (including, without limitation, an Immaterial Subsidiary being designated pursuant to Section 9.13 as an Excluded Immaterial Unrestricted Subsidiary) or sixty-five percent (iii65%) any Revocation that results in an Unrestricted (if such Person is a direct Foreign Subsidiary becoming a Wholly Owned Restricted Subsidiary (other than any Excluded Subsidiary) of a Credit Party Party) of the Capital Stock of such Person to be delivered to the Administrative Agent (such Wholly Owned Restricted Subsidiary referenced together with undated stock powers signed in clause blank (i)unless, (ii) or (iii) above, an “Additional Credit Party”)with respect to a Foreign Subsidiary, such Credit Party shall, assuming stock powers are deemed unnecessary by the Administrative Agent in its reasonable discretion under the law of the jurisdiction of incorporation of such Person)) and pledged to the extent that it does not violate any Gaming Law or assuming and Administrative Agent pursuant to an appropriate pledge agreement(s) in form acceptable to the extent it obtains the approval of the Gaming Authority to the extent such approval is required by applicable Gaming Laws (which Borrower hereby agrees to use commercially reasonable efforts to obtain), (A) cause each such Wholly Owned Restricted Subsidiary to promptly (but in any event within 45 days (or 95 days, in the event of any Discharge of any Indebtedness in connection with the acquisition of any such Subsidiary) after the later of such event described in clause (i), (ii) or (iii) above or receipt of such approval (or such longer period of time as Administrative Agent may agree and cause such Person to in its sole discretion), execute and deliver all such agreements, guarantees, documents and certificates (including Joinder Agreements, any amendments to other documentation as the Credit Documents, lien searches and a Perfection Certificate) as Administrative Agent may reasonably request in order connection with the foregoing, including, without limitation, appropriate certified resolutions and other organizational and authorizing documents of such Person, and favorable opinions of counsel to have such Wholly Owned Restricted Person all in form, content and scope reasonably satisfactory to the Administrative Agent. (b) As soon as practicable and in any event within thirty (30) days after any date on which any Domestic Subsidiary become that does not individually constitute a Guarantor Material Subsidiary (a “Non-Material Domestic Subsidiary”), constitutes, in the aggregate with all other Non-Material Domestic Subsidiaries, more than fifteen percent (15%) of the consolidated assets of Speedway Motorsports and its consolidated Subsidiaries as of the end of the immediately preceding fiscal quarter or generates, in the aggregate with all other Non-Material Domestic Subsidiaries, more than fifteen percent (B)(I15%) execute of the Consolidated EBITDA of Speedway Motorsports and deliver to Collateral Agent such amendments to or additional Security Documents as Collateral Agent deems necessary or advisable in order to grant to Collateral Agent its consolidated Subsidiaries for the benefit period of four consecutive fiscal quarters ending as of the Secured Partiesend of the immediately preceding fiscal quarter (the “Threshold Requirement”), a perfected security interest in the Equity Interests of Borrowers shall provide the Administrative Agent with written notice thereof and cause such Additional Credit Party which are owned by any Credit Party and required Domestic Subsidiary to be pledged pursuant to the Security provide an executed Joinder Agreement, (II) deliver to Collateral Agent the certificates (if any) representing such Equity Interests together with in the case of such Equity Interests, undated stock powers endorsed in blank, (III) cause such Additional Credit Party to take such actions necessary or advisable (including executing and delivering a Joinder Agreement) to grant to Collateral Agent for the benefit of the Secured Parties, a perfected security interest in the collateral described in (subject to any requirements related deliveries set forth in clause (a)(ii) above, such that immediately after such joinder, the Security Agreement with respect remaining Non-Material Domestic Subsidiaries shall not exceed the Threshold Requirement. (c) Notwithstanding anything to limitations on grant of security interests in certain types of assets or Pledged Collateral and limitations or exclusions from the requirement to perfect Liens on such Pledged Collateral and excluding acts with respect to perfection of security interests and Liens not required undercontrary contained herein, the Borrowers will promptly provide, or excluded cause to be provided, to the Administrative Agent, an executed Joinder Agreement, together with the related deliveries set forth in clause (a)(ii) above, from the requirements underany Subsidiary or Affiliate of Speedway Motorsports that gives a guaranty in respect of Funded Debt (including without limitation any Additional Subordinated Debt, the Security Agreement) 2009 Senior Notes, the Security Agreement and all other Property (limited, in the case of any first-tier Foreign Subsidiary that is a CFC or any CFC Holdco, to 65% of the voting Equity Interests and 100% of the non-voting Equity Interests of such Foreign Subsidiary or CFC Holdco) of such Additional Credit Party in accordance with the provisions of Section 9.08 hereof with respect to such Additional Credit Party, or as necessary under applicable law or as may be reasonably requested by Collateral Agent, and (IV) deliver to Collateral Agent all legal opinions reasonably requested by Collateral Agent with respect to such Additional Credit Party relating to the matters described above covering matters similar to those covered in the opinions delivered on the Closing Date; provided, however, that Borrower shall use its commercially reasonable efforts to obtain such approvals for any Mortgage(s) and Lien(s) (including pledge of the Equity Interests of such Subsidiary) to be granted by such Additional Credit Party and for the Guarantee of such Additional Credit Party as soon as reasonably practicable. All of the foregoing actions shall be at the sole cost and expense of the Credit Parties. Notwithstanding the foregoing in this Section 9.11 to the contrary, it is understood and agreed that no Lien(s), Mortgage(s) and/or Guarantee of the applicable Additional Credit Party shall be required to be granted or delivered at such time as provided in the paragraph above in this Section 9.11 as a result of such Lien(s), Mortgage(s) and/or Guarantee being prohibited (i) by the applicable Gaming Authorities2011 Senior Notes, any other applicable Governmental Authorities or applicable Law; provided, however, that Borrower has used its commercially reasonable efforts to obtain such approvals for such Lien(s), Mortgage(s) and/or Guarantee or (ii) Additional Subordinated Debt and any Contractual Obligation (except to the extent superseded by the applicable provisions of the UCCAdditional Senior Debt).

Additional Credit Parties. Upon (a) As soon as practicable and in any event within thirty (30) days after any Person becomes a Material Subsidiary, the Borrowers shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and shall (i) any Credit Party creating or acquiring any Subsidiary that if such Person is a Wholly Owned Restricted Domestic Subsidiary (other than any Excluded Subsidiary) after of a Credit Party, cause such Person to execute a Joinder Agreement in substantially the Closing Datesame form as Schedule 7.12, (ii) any Wholly Owned Restricted cause (A) one hundred percent (100%) of the issued and outstanding Capital Stock of each Domestic Subsidiary of (that is not an Excluded Subsidiary) directly owned by a Credit Party ceasing and (B) sixty-five percent (65%) of the issued and outstanding Voting Stock and one hundred percent (100%) of the issued and outstanding Capital Stock not constituting Voting Stock of each Foreign Subsidiary directly owned by a Credit Party, to be an Excluded Subsidiary delivered to the Administrative Agent (includingtogether with undated stock powers signed in blank (unless, without limitationwith respect to a Foreign Subsidiary, an Immaterial Subsidiary being designated such stock powers are deemed unnecessary by the Administrative Agent in its reasonable discretion under the law of the jurisdiction of incorporation of such Person)) and pledged to the Administrative Agent pursuant to Section 9.13 as an Excluded Immaterial Subsidiaryappropriate pledge agreement(s) or (iii) any Revocation that results in an Unrestricted Subsidiary becoming a Wholly Owned Restricted Subsidiary (other than any Excluded Subsidiary) of a Credit Party (such Wholly Owned Restricted Subsidiary referenced in clause (i), (ii) or (iii) above, an “Additional Credit Party”), such Credit Party shall, assuming and form acceptable to the extent that it does not violate any Gaming Law or assuming and to the extent it obtains the approval of the Gaming Authority to the extent such approval is required by applicable Gaming Laws (which Borrower hereby agrees to use commercially reasonable efforts to obtain), (A) cause each such Wholly Owned Restricted Subsidiary to promptly (but in any event within 45 days (or 95 days, in the event of any Discharge of any Indebtedness in connection with the acquisition of any such Subsidiary) after the later of such event described in clause (i), (ii) or (iii) above or receipt of such approval (or such longer period of time as Administrative Agent may agree and cause such Person to in its sole discretion), execute and deliver all such agreements, guarantees, documents and certificates (including Joinder Agreements, any amendments to other documentation as the Credit Documents, lien searches and a Perfection Certificate) as Administrative Agent may reasonably request in order connection with the foregoing, including, without limitation, appropriate certified resolutions and other organizational and authorizing documents of such Person, and favorable opinions of counsel to have such Wholly Owned Restricted Person all in form, content and scope reasonably satisfactory to the Administrative Agent. (b) As soon as practicable and in any event within thirty (30) days after any date on which any Domestic Subsidiary become that does not individually constitute a Guarantor Material Subsidiary (a “Non-Material Domestic Subsidiary”), constitutes, in the aggregate with all other Non-Material Domestic Subsidiaries, more than fifteen percent (15%) of the consolidated assets of Holdings and its consolidated Subsidiaries as of the end of the immediately preceding fiscal quarter or generates, in the aggregate with all other Non-Material Domestic Subsidiaries, more than fifteen percent (B)(I15%) execute of the Consolidated EBITDA of Holdings and deliver to Collateral Agent such amendments to or additional Security Documents as Collateral Agent deems necessary or advisable in order to grant to Collateral Agent its consolidated Subsidiaries for the benefit period of four (4) consecutive fiscal quarters ending as of the Secured Partiesend of the immediately preceding fiscal quarter (the “Threshold Requirement”), a perfected security interest in the Equity Interests of Borrowers shall provide the Administrative Agent with written notice thereof and cause such Additional Credit Party which are owned by any Credit Party and required Domestic Subsidiary to be pledged pursuant to the Security provide an executed Joinder Agreement, (II) deliver to Collateral Agent the certificates (if any) representing such Equity Interests together with in the case of such Equity Interests, undated stock powers endorsed in blank, (III) cause such Additional Credit Party to take such actions necessary or advisable (including executing and delivering a Joinder Agreement) to grant to Collateral Agent for the benefit of the Secured Parties, a perfected security interest in the collateral described in (subject to any requirements related deliveries set forth in clause (a)(ii) above, such that immediately after such joinder, the Security Agreement with respect remaining Non-Material Domestic Subsidiaries shall not exceed the Threshold Requirement. (c) Notwithstanding anything to limitations on grant of security interests in certain types of assets or Pledged Collateral and limitations or exclusions from the requirement to perfect Liens on such Pledged Collateral and excluding acts with respect to perfection of security interests and Liens not required undercontrary contained herein, the Borrowers will promptly provide, or excluded from the requirements under, the Security Agreement) the Security Agreement and all other Property (limited, in the case of any first-tier Foreign Subsidiary that is a CFC or any CFC Holdcocause to be provided, to 65% of the voting Equity Interests and 100% of Administrative Agent, an executed Joinder Agreement, together with the non-voting Equity Interests of such Foreign related deliveries set forth in clause (a)(ii) above, from any Subsidiary or CFC Holdco) Affiliate of such Additional Credit Party Holdings that gives a guaranty or otherwise becomes an obligor in accordance with the provisions respect of Section 9.08 hereof with respect to such Additional Credit Party, or as necessary under applicable law or as may be reasonably requested by Collateral Agent, and (IV) deliver to Collateral Agent all legal opinions reasonably requested by Collateral Agent with respect to such Additional Credit Party relating to the matters described above covering matters similar to those covered in the opinions delivered on the Closing Date; provided, however, that Borrower shall use its commercially reasonable efforts to obtain such approvals for any Mortgage(s) and Lien(s) Funded Indebtedness (including pledge of without limitation the Equity Interests of such Subsidiary) to be granted by such Additional Credit Party and for the Guarantee of such Additional Credit Party as soon as reasonably practicable. All of the foregoing actions shall be at the sole cost and expense of the Credit Parties. Notwithstanding the foregoing in this Section 9.11 to the contrary, it is understood and agreed that no Lien(s), Mortgage(s) and/or Guarantee of the applicable Additional Credit Party shall be required to be granted or delivered at such time as provided in the paragraph above in this Section 9.11 as a result of such Lien(s), Mortgage(s) and/or Guarantee being prohibited (i) by the applicable Gaming Authorities2015 Senior Notes, any other applicable Governmental Authorities or applicable Law; provided, however, that Borrower has used its commercially reasonable efforts to obtain such approvals for such Lien(s), Mortgage(s) and/or Guarantee or (ii) Permitted Pari Passu Indebtedness and any Contractual Obligation (except to the extent superseded by the applicable provisions of the UCCPermitted Junior Indebtedness).

Additional Credit Parties. Upon (i) As soon as practicable and in any event within 30 days after any Person becomes a Subsidiary of any Credit Party creating or acquiring any Subsidiary that Party, the Borrower shall provide the Agent with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and shall (a) if such Person is a Wholly Owned Restricted Subsidiary (other than any Excluded Subsidiary) after the Closing Date, (ii) any Wholly Owned Restricted Domestic Subsidiary of a Credit Party ceasing Party, cause such Person to execute a Joinder Agreement in substantially the same form as Exhibit 7.12, (b) cause 100% (if such Person is a Domestic Subsidiary of a Credit Party) or 66% (if such Person is a direct Material Foreign Subsidiary of a Credit Party) of the Capital Stock of such Person to be delivered to the Agent (together with undated stock powers, if any, signed in blank) and pledged to the Agent pursuant to an Excluded Subsidiary appropriate pledge agreement(s) in substantially the form of the Pledge Agreement and otherwise in form acceptable to the Agent and (c) cause such Person to (i) if such Person is a Domestic Subsidiary, to pledge all of its assets to the Agent pursuant to a security agreement in substantially the form of Security Agreement and otherwise in a form acceptable to the Agent, (d) if such Person has any Subsidiaries (i) deliver all of the Capital Stock of such Domestic Subsidiaries and 66% of the Capital Stock of such Material Foreign Subsidiaries (together with undated stock powers signed in blank) to the Agent and (ii) execute a pledge agreement in substantially the form of the Pledge Agreement and otherwise in a form acceptable to the Agent and (e) if such Person owns or leases any real property in the United States of America execute any and all necessary mortgages, deeds of trust, deeds to secure debt, leasehold mortgages, collateral assignments or other appropriate real estate collateral documentation in a form, content and scope satisfactory to the Agent and (ii) deliver such other documentation as the Agent may reasonably request in connection with the foregoing, including, without limitation, an Immaterial Subsidiary being designated pursuant appropriate UCC-1 financing statements, real estate title insurance policies, environmental reports, landlord's waivers, certified resolutions and other organizational and authorizing documents of such Person, favorable opinions of counsel to Section 9.13 as an Excluded Immaterial Subsidiary) or such Person (iii) any Revocation that results in an Unrestricted Subsidiary becoming a Wholly Owned Restricted Subsidiary (which shall cover, among other than any Excluded Subsidiary) things, the legality, validity, binding effect and enforceability of a Credit Party (such Wholly Owned Restricted Subsidiary referenced in clause (ithe documentation referred to above and the perfection of the Agent's liens thereunder), (ii) or (iii) aboveall in form, an “Additional Credit Party”), such Credit Party shall, assuming content and scope reasonably satisfactory to the extent that it does not violate any Gaming Law or assuming and to the extent it obtains the approval of the Gaming Authority to the extent such approval is required by applicable Gaming Laws (which Borrower hereby agrees to use commercially reasonable efforts to obtain), (A) cause each such Wholly Owned Restricted Subsidiary to promptly (but in any event within 45 days (or 95 days, in the event of any Discharge of any Indebtedness in connection with the acquisition of any such Subsidiary) after the later of such event described in clause (i), (ii) or (iii) above or receipt of such approval (or such longer period of time as Administrative Agent may agree to in its sole discretion), execute and deliver all such agreements, guarantees, documents and certificates (including Joinder Agreements, any amendments to the Credit Documents, lien searches and a Perfection Certificate) as Administrative Agent may reasonably request in order to have such Wholly Owned Restricted Subsidiary become a Guarantor and (B)(I) execute and deliver to Collateral Agent such amendments to or additional Security Documents as Collateral Agent deems necessary or advisable in order to grant to Collateral Agent for the benefit of the Secured Parties, a perfected security interest in the Equity Interests of such Additional Credit Party which are owned by any Credit Party and required to be pledged pursuant to the Security Agreement, (II) deliver to Collateral Agent the certificates (if any) representing such Equity Interests together with in the case of such Equity Interests, undated stock powers endorsed in blank, (III) cause such Additional Credit Party to take such actions necessary or advisable (including executing and delivering a Joinder Agreement) to grant to Collateral Agent for the benefit of the Secured Parties, a perfected security interest in the collateral described in (subject to any requirements set forth in the Security Agreement with respect to limitations on grant of security interests in certain types of assets or Pledged Collateral and limitations or exclusions from the requirement to perfect Liens on such Pledged Collateral and excluding acts with respect to perfection of security interests and Liens not required under, or excluded from the requirements under, the Security Agreement) the Security Agreement and all other Property (limited, in the case of any first-tier Foreign Subsidiary that is a CFC or any CFC Holdco, to 65% of the voting Equity Interests and 100% of the non-voting Equity Interests of such Foreign Subsidiary or CFC Holdco) of such Additional Credit Party in accordance with the provisions of Section 9.08 hereof with respect to such Additional Credit Party, or as necessary under applicable law or as may be reasonably requested by Collateral Agent, and (IV) deliver to Collateral Agent all legal opinions reasonably requested by Collateral Agent with respect to such Additional Credit Party relating to the matters described above covering matters similar to those covered in the opinions delivered on the Closing Date; provided, however, that Borrower shall use its commercially reasonable efforts to obtain such approvals for any Mortgage(s) and Lien(s) (including pledge of the Equity Interests of such Subsidiary) to be granted by such Additional Credit Party and for the Guarantee of such Additional Credit Party as soon as reasonably practicable. All of the foregoing actions shall be at the sole cost and expense of the Credit Parties. Notwithstanding the foregoing in this Section 9.11 to the contrary, it is understood and agreed that no Lien(s), Mortgage(s) and/or Guarantee of the applicable Additional Credit Party shall be required to be granted or delivered at such time as provided in the paragraph above in this Section 9.11 as a result of such Lien(s), Mortgage(s) and/or Guarantee being prohibited (i) by the applicable Gaming Authorities, any other applicable Governmental Authorities or applicable Law; provided, however, that Borrower has used its commercially reasonable efforts to obtain such approvals for such Lien(s), Mortgage(s) and/or Guarantee or (ii) any Contractual Obligation (except to the extent superseded by the applicable provisions of the UCC).

Additional Credit Parties. Upon As soon as practicable and in any event within thirty (i30) days after any Person becomes a direct or indirect Subsidiary of any Credit Party creating or acquiring any Subsidiary that Party, the Borrower shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and shall (a) if such Person is a Wholly Owned Restricted Domestic Subsidiary (other than any Excluded Subsidiary) after the Closing Dateof a Credit Party, cause such Person to execute a Joinder Agreement, (iib) any Wholly Owned Restricted if such Person is a Subsidiary of a Credit Party ceasing to be an Excluded (except if such Person is a Foreign Subsidiary which is not a direct Foreign Subsidiary of any Credit Party), cause 100% (including, without limitation, an Immaterial or 65% if such Person is a direct Foreign Subsidiary being designated pursuant to Section 9.13 as an Excluded Immaterial Subsidiary) or (iii) any Revocation that results in an Unrestricted Subsidiary becoming a Wholly Owned Restricted Subsidiary (other than any Excluded Subsidiary) of a Credit Party for so long as the pledge of any greater percentage would have adverse tax consequences to the Credit Parties) of the Capital Stock of such Person to be delivered to the Administrative Agent, together with undated stock powers signed in blank (unless, with respect to a direct Foreign Subsidiary, such Wholly Owned Restricted Subsidiary referenced stock powers are deemed unnecessary by the Administrative Agent in clause (iits reasonable discretion under the law of the jurisdiction of incorporation of such Person), and to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent pursuant to the Collateral Documents, subject only to Permitted Liens, (iic) if such Person owns or (iii) aboveleases any real property located in the United States of America or, an “Additional Credit Party”), such Credit Party shall, assuming and to the extent that it does not violate any Gaming Law deemed to be material by the Administrative Agent or assuming and the Required Lenders in its or their sole reasonable discretion, located elsewhere, cause such Person to deliver to the extent it obtains the approval Administrative Agent with respect to such real property (as required pursuant to Section 6.12) (other than immaterial leased properties) documents, instruments and other items of the Gaming Authority types required to be delivered pursuant to Section 6.12, all in form, content and scope satisfactory to the extent such approval is required by applicable Gaming Laws Administrative Agent, and (which Borrower hereby agrees to use commercially reasonable efforts to obtain), (Ad) cause each such Wholly Owned Restricted Subsidiary Person to promptly (but in any event within 45 days (or 95 days, in deliver such other documentation as the event of any Discharge of any Indebtedness in connection with the acquisition of any such Subsidiary) after the later of such event described in clause (i), (ii) or (iii) above or receipt of such approval (or such longer period of time as Administrative Agent may agree to in its sole discretion), execute and deliver all such agreements, guarantees, documents and certificates (including Joinder Agreements, any amendments to the Credit Documents, lien searches and a Perfection Certificate) as Administrative Agent may reasonably request in order connection with the foregoing, including appropriate UCC-1 financing statements, environmental reports, landlord's waivers, certified resolutions and other organizational and authorizing documents of such Person and favorable opinions of counsel to have such Wholly Owned Restricted Subsidiary become a Guarantor Person (which shall cover, among other things, the legality, validity, binding effect and (B)(I) execute and deliver to Collateral Agent such amendments to or additional Security Documents as Collateral Agent deems necessary or advisable in order to grant to Collateral Agent for the benefit enforceability of the Secured Partiesdocumentation referred to above and the perfection of the Administrative Agent's liens thereunder), a perfected security interest all in the Equity Interests of such Additional Credit Party which are owned by any Credit Party form, content and required to be pledged pursuant scope reasonably satisfactory to the Security Agreement, (II) deliver to Collateral Agent the certificates (if any) representing such Equity Interests together with in the case of such Equity Interests, undated stock powers endorsed in blank, (III) cause such Additional Credit Party to take such actions necessary or advisable (including executing and delivering a Joinder Agreement) to grant to Collateral Agent for the benefit of the Secured Parties, a perfected security interest in the collateral described in (subject to any requirements set forth in the Security Agreement with respect to limitations on grant of security interests in certain types of assets or Pledged Collateral and limitations or exclusions from the requirement to perfect Liens on such Pledged Collateral and excluding acts with respect to perfection of security interests and Liens not required under, or excluded from the requirements under, the Security Agreement) the Security Agreement and all other Property (limited, in the case of any first-tier Foreign Subsidiary that is a CFC or any CFC Holdco, to 65% of the voting Equity Interests and 100% of the non-voting Equity Interests of such Foreign Subsidiary or CFC Holdco) of such Additional Credit Party in accordance with the provisions of Section 9.08 hereof with respect to such Additional Credit Party, or as necessary under applicable law or as may be reasonably requested by Collateral Administrative Agent, and (IV) deliver to Collateral Agent all legal opinions reasonably requested by Collateral Agent with respect to such Additional Credit Party relating to the matters described above covering matters similar to those covered in the opinions delivered on the Closing Date; provided, however, that Borrower shall use its commercially reasonable efforts to obtain such approvals for any Mortgage(s) and Lien(s) (including pledge of the Equity Interests of such Subsidiary) to be granted by such Additional Credit Party and for the Guarantee of such Additional Credit Party as soon as reasonably practicable. All of the foregoing actions shall be at the sole cost and expense of the Credit Parties. Notwithstanding the foregoing in this Section 9.11 to the contrary, it is understood and agreed that no Lien(s), Mortgage(s) and/or Guarantee of the applicable Additional Credit Party shall be required to be granted or delivered at such time as provided in the paragraph above in this Section 9.11 as a result of such Lien(s), Mortgage(s) and/or Guarantee being prohibited (i) by the applicable Gaming Authorities, any other applicable Governmental Authorities or applicable Law; provided, however, that Borrower has used its commercially reasonable efforts to obtain such approvals for such Lien(s), Mortgage(s) and/or Guarantee or (ii) any Contractual Obligation (except to the extent superseded by the applicable provisions of the UCC).

Additional Credit Parties. Upon (a) In the event that, subsequent to the Closing Date, any Person becomes a Domestic Subsidiary of the Borrower, whether pursuant to an acquisition or otherwise, (x) the Borrower shall promptly notify the Agent and the Lenders of the creation or acquisition of such Domestic Subsidiary and (y) the Borrower shall cause such Person (i) any to become a party to the Subsidiary Guaranty as a new Subsidiary Guarantor, (ii) to gran▇ ▇ ▇▇▇▇ ▇▇ all of its personal property by joining the Subsidiary Security Agreement and filing such UCC-1 financing statements or similar instruments required by the Agent and gran▇ ▇ ▇▇▇▇ ▇▇ all of its Real Estate by executing a Mortgage and filing such other real estate collateral documents required by the Agent, (iii) if such Domestic Subsidiary owns Stock in another Person, to become a party to the Subsidiary Pledge Agreement, and (iv) to provide all relevant documentation with respect thereto and to take such other actions as such Domestic Subsidiary would have provided and taken pursuant to Section 6.01 if such Subsidiary had been a Credit Party creating on the Closing Date. In addition, the Borrower shall, or acquiring shall cause its Domestic Subsidiary owning such Person, to pledge all of the stock of such Person owned by the Borrower or such Subsidiary to the Agent as security for the Obligations pursuant to a pledge agreement in form and substance satisfactory to the Agent and the Required Lenders, and to deliver the original stock certificates evidencing such shares to the Agent, together with appropriate stock powers executed in blank. (b) In the event that, subsequent to the Closing Date, any Person becomes a Foreign Subsidiary of the Borrower, whether pursuant to an acquisition or otherwise, the Borrower shall promptly notify the Agent and the Lenders of the creation or acquisition of such Foreign Subsidiary. In addition, the Borrower shall, or shall cause its Domestic Subsidiary owning such Person, to pledge sixty-six percent (66%) of the voting stock of such Person owned by the Borrower or such Domestic Subsidiary to the Agent as security for the Obligations pursuant to a pledge agreement in form and substance satisfactory to the Agent and the Required Lenders, and to deliver the original stock certificates evidencing such shares to the Agent, together with appropriate stock powers executed in blank. (c) For purposes of this Section 8.10, if any Subsidiary that is a Wholly Owned Restricted Dormant Subsidiary (other than as of the Closing Date becomes an Active Subsidiary, the Borrower shall and shall cause its Subsidiaries to take all actions as would be required of the Borrower and its Subsidiaries under Section 8.10(a) and Section 8.10(b) if such Active Subsidiary were acquired by the Borrower or any Excluded Subsidiary) of its Subsidiaries after the Closing Date. (d) The Borrower agrees that, (ii) any Wholly Owned Restricted Subsidiary of a Credit Party ceasing to be an Excluded Subsidiary (including, without limitation, an Immaterial Subsidiary being designated pursuant to Section 9.13 as an Excluded Immaterial Subsidiary) or (iii) any Revocation that results in an Unrestricted Subsidiary becoming a Wholly Owned Restricted Subsidiary (other than any Excluded Subsidiary) of a Credit Party (such Wholly Owned Restricted Subsidiary referenced in clause (i), (ii) or (iii) above, an “Additional Credit Party”), such Credit Party shall, assuming and to following the extent that it does not violate any Gaming Law or assuming and to the extent it obtains the approval of the Gaming Authority to the extent such approval is required by applicable Gaming Laws (which Borrower hereby agrees to use commercially reasonable efforts to obtain), (A) cause each such Wholly Owned Restricted Subsidiary to promptly (but in any event within 45 days (or 95 days, in the event delivery of any Discharge of any Indebtedness in connection with the acquisition of any such Subsidiary) after the later of such event described in clause (i), (ii) or (iii) above or receipt of such approval (or such longer period of time as Administrative Agent may agree to in its sole discretion), execute and deliver all such agreements, guarantees, documents and certificates (including Joinder Agreements, any amendments to the Credit Documents, lien searches and a Perfection Certificate) as Administrative Agent may reasonably request in order to have such Wholly Owned Restricted Subsidiary become a Guarantor and (B)(I) execute and deliver to Collateral Agent such amendments to or additional Security Documents as Collateral Agent deems necessary or advisable in order to grant to Collateral Agent for the benefit of the Secured Parties, a perfected security interest in the Equity Interests of such Additional Credit Party which are owned by any Credit Party and required to be pledged executed and delivered by this Section 8.10, the Agent shall have a valid and enforceable (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditor's rights generally and by general principal of equity) first priority Lien on the respective Collateral covered thereby, free and clear of all Liens other than Permitted Liens. All actions to be taken pursuant to the Security Agreement, (II) deliver to Collateral Agent the certificates (if any) representing such Equity Interests together with in the case of such Equity Interests, undated stock powers endorsed in blank, (III) cause such Additional Credit Party to take such actions necessary or advisable (including executing and delivering a Joinder Agreement) to grant to Collateral Agent for the benefit of the Secured Parties, a perfected security interest in the collateral described in (subject to any requirements set forth in the Security Agreement with respect to limitations on grant of security interests in certain types of assets or Pledged Collateral and limitations or exclusions from the requirement to perfect Liens on such Pledged Collateral and excluding acts with respect to perfection of security interests and Liens not required under, or excluded from the requirements under, the Security Agreement) the Security Agreement and all other Property (limited, in the case of any first-tier Foreign Subsidiary that is a CFC or any CFC Holdco, to 65% of the voting Equity Interests and 100% of the non-voting Equity Interests of such Foreign Subsidiary or CFC Holdco) of such Additional Credit Party in accordance with the provisions of this Section 9.08 hereof with respect to such Additional Credit Party, or as necessary under applicable law or as may be reasonably requested by Collateral Agent, and (IV) deliver to Collateral Agent all legal opinions reasonably requested by Collateral Agent with respect to such Additional Credit Party relating to the matters described above covering matters similar to those covered in the opinions delivered on the Closing Date; provided, however, that Borrower shall use its commercially reasonable efforts to obtain such approvals for any Mortgage(s) and Lien(s) (including pledge of the Equity Interests of such Subsidiary) to be granted by such Additional Credit Party and for the Guarantee of such Additional Credit Party as soon as reasonably practicable. All of the foregoing actions 8.10 shall be at the sole cost and expense of the Borrower or the applicable Credit Parties. Notwithstanding the foregoing in this Section 9.11 Party, shall be taken to the contrary, it is understood and agreed that no Lien(s), Mortgage(s) and/or Guarantee reasonable satisfaction of the applicable Additional Credit Party Agent, and shall be required taken within thirty (30) days following the date such Person becomes a Credit Party, whether pursuant to be granted an acquisition or delivered at such time as provided in otherwise. (e) Notwithstanding anything else to the paragraph above in this Section 9.11 as a result of such Lien(s)contrary herein or any other Credit Document, Mortgage(s) and/or Guarantee being prohibited (i) by in no event shall any Foreign Subsidiary guarantee or act as a Guarantor for the applicable Gaming Authorities, any other applicable Governmental Authorities or applicable LawObligations; provided, however, that Borrower has used its commercially reasonable efforts to obtain such approvals for such Lien(s), Mortgage(s) and/or Guarantee or (ii) any Contractual Obligation (except to the extent superseded by the applicable provisions each of the UCC)Borrower and any Domestic Subsidiary may pledge its assets for the Obligations, provided that it shall not pledge or grant more than 66% of its voting Stock in any Foreign Subsidiary to secure the Obligations; and (iii) a Foreign Subsidiary may not pledge or grant any of its assets for the Obligations.

Additional Credit Parties. Upon (i) At the time any Credit Party creating or acquiring any Subsidiary that is Person becomes a Wholly Owned Restricted Subsidiary (other than any Excluded Subsidiary) after the Closing Date, (ii) any Wholly Owned Restricted Subsidiary of a Credit Party ceasing to be an Excluded Subsidiary (includingParty, without limitation, an Immaterial Subsidiary being designated pursuant to Section 9.13 as an Excluded Immaterial Subsidiary) or (iii) any Revocation that results in an Unrestricted Subsidiary becoming a Wholly Owned Restricted Subsidiary (other than any Excluded Subsidiary) of a Credit Party (such Wholly Owned Restricted Subsidiary referenced in clause (i), (ii) or (iii) above, an “Additional Credit Party”), such Credit Party shall, assuming the Borrower shall so notify the Administrative Agent and to the extent that it does not violate any Gaming Law or assuming and to the extent it obtains the approval of the Gaming Authority to the extent such approval is required by applicable Gaming Laws (which Borrower hereby agrees to use commercially reasonable efforts to obtain), (A) cause each such Wholly Owned Restricted Subsidiary to promptly thereafter (but in any event within 45 30 days after the date thereof) shall cause such Person to (a) if it is a Domestic Subsidiary, execute a Joinder Agreement in substantially the same form as Exhibit 7.12, (b) cause all of the Capital Stock of such Person (if it is a Domestic Subsidiary) or 65% of the Capital Stock of such Person (if it is a Material First Tier Foreign Subsidiary) to be delivered to the Collateral Agent (together with undated stock powers signed in blank) and pledged to the Collateral Agent pursuant to an appropriate pledge agreement in substantially the form of the Pledge Agreements (or 95 daysa joinder to the appropriate existing Pledge Agreement) and otherwise in a form reasonably acceptable to the Collateral Agent, (c) if such Person is a Domestic Subsidiary, pledge all of its assets to the Collateral Agent pursuant to a security agreement in substantially the event form of the Security Agreement (or a joinder to the existing Security Agreement) and otherwise in a form reasonably acceptable to the Collateral Agent, (d) if such Person is a Domestic Subsidiary and has any Discharge Subsidiaries, (A) deliver all of any Indebtedness in connection with the acquisition of any such Subsidiary) after the later Capital Stock of such event described Domestic Subsidiaries owned by it and 65% of the stock of the Material First Tier Foreign Subsidiaries owned by it (together with undated stock powers signed in clause blank) to the Collateral Agent and (iB) execute a pledge agreement in substantially the form of the Pledge Agreements (or a joinder to the appropriate existing Pledge Agreement) and otherwise in a form acceptable to the Collateral Agent, (e) if such Person is a Domestic Subsidiary and owns or leases any real property, execute any and all necessary mortgages, deeds of trust, deeds to secure debt or other appropriate real estate collateral documentation in a form acceptable to the Collateral Agent (or, if reasonably requested by the Collateral Agent, cause to be delivered in a commercially reasonable manner a landlord waiver or estoppel letter with respect thereto in a form acceptable to the Collateral Agent), (iif) or (iii) above or receipt of deliver such approval (or such longer period of time other documentation as Administrative Agent may agree to in its sole discretion), execute and deliver all such agreements, guarantees, documents and certificates (including Joinder Agreements, any amendments to the Credit Documents, lien searches and a Perfection Certificate) as Administrative Collateral Agent may reasonably request in order connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, surveys, environmental reports, valuations, flood certificates, zoning certificates, certified resolutions and other organizational and authorizing documents of such Person and favorable opinions of counsel to have such Wholly Owned Restricted Subsidiary become a Guarantor Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above), all in form, content and scope reasonably satisfactory to the Collateral Agent and (B)(Ig) execute and deliver to Collateral Agent such amendments to or additional Security Documents as Collateral Agent deems necessary or advisable in order to grant to Collateral Agent for the benefit of the Secured Parties, a perfected security interest in the Equity Interests of such Additional Credit Party which are owned by any Credit Party and required to be pledged pursuant provide to the Security Agreement, Administrative Agent (IIi) deliver to Collateral Agent a new Schedule 6.15 which shall reflect the certificates (if any) representing information regarding such Equity Interests together with in the case of such Equity Interests, undated stock powers endorsed in blank, (III) cause such Additional Credit Party to take such actions necessary or advisable (including executing and delivering a Joinder Agreement) to grant to Collateral Agent for the benefit of the Secured Parties, a perfected security interest in the collateral described in (subject to any requirements set forth in the Security Agreement with respect to limitations on grant of security interests in certain types of assets or Pledged Collateral and limitations or exclusions from the requirement to perfect Liens on such Pledged Collateral and excluding acts with respect to perfection of security interests and Liens not new Subsidiary required under, or excluded from the requirements under, the Security Agreement) the Security Agreement and all other Property (limited, in the case of any first-tier Foreign Subsidiary that is a CFC or any CFC Holdco, to 65% of the voting Equity Interests and 100% of the non-voting Equity Interests of such Foreign Subsidiary or CFC Holdco) of such Additional Credit Party in accordance with the provisions of by Section 9.08 hereof with respect to such Additional Credit Party, or as necessary under applicable law or as may be reasonably requested by Collateral Agent6.15, and (IVii) deliver to Collateral Agent all legal opinions reasonably requested by Collateral Agent with respect to such Additional Credit Party relating if applicable, a new Schedule 2(a) to the matters described above covering matters similar to those covered in appropriate Pledge Agreement which shall reflect the opinions delivered on the Closing Date; provided, however, that Borrower shall use its commercially reasonable efforts to obtain such approvals for any Mortgage(s) and Lien(s) (including pledge of the Equity Interests Capital Stock of such new Subsidiary) to be granted by such Additional Credit Party and for the Guarantee of such Additional Credit Party as soon as reasonably practicable. All of the foregoing actions shall be at the sole cost and expense of the Credit Parties. Notwithstanding the foregoing in this Section 9.11 to the contrary, it is understood and agreed that no Lien(s), Mortgage(s) and/or Guarantee of the applicable Additional Credit Party shall be required to be granted or delivered at such time as provided in the paragraph above in this Section 9.11 as a result of such Lien(s), Mortgage(s) and/or Guarantee being prohibited (i) by the applicable Gaming Authorities, any other applicable Governmental Authorities or applicable Law; provided, however, that Borrower has used its commercially reasonable efforts to obtain such approvals for such Lien(s), Mortgage(s) and/or Guarantee or (ii) any Contractual Obligation (except to the extent superseded by the applicable provisions of the UCC).

Additional Credit Parties. Upon (i) At the time any Credit Party creating or acquiring any Subsidiary that is Person becomes a Wholly Owned Restricted Subsidiary (other than any Excluded Subsidiary) after the Closing Date, (ii) any Wholly Owned Restricted Subsidiary of a Credit Party ceasing to be an Excluded Subsidiary (includingParty, without limitation, an Immaterial Subsidiary being designated pursuant to Section 9.13 as an Excluded Immaterial Subsidiary) or (iii) any Revocation that results in an Unrestricted Subsidiary becoming a Wholly Owned Restricted Subsidiary (other than any Excluded Subsidiary) of a Credit Party (such Wholly Owned Restricted Subsidiary referenced in clause (i), (ii) or (iii) above, an “Additional Credit Party”), such Credit Party shall, assuming the Borrower shall so notify the Agent and to the extent that it does not violate any Gaming Law or assuming and to the extent it obtains the approval of the Gaming Authority to the extent such approval is required by applicable Gaming Laws (which Borrower hereby agrees to use commercially reasonable efforts to obtain), (A) cause each such Wholly Owned Restricted Subsidiary to promptly thereafter (but in any event within 45 30 days after the date thereof) shall cause such Person to (or 95 daysa) if it is a Domestic Subsidiary, execute a Joinder Agreement in substantially the event same form as Exhibit 7.13, (b) cause all of any Discharge the capital stock of any Indebtedness in connection with the acquisition of any such Person (if such Person is a Domestic Subsidiary) after or 65% of the later capital stock of such event described Person (if such Person is a Foreign Subsidiary) to be delivered to the Agent (together with undated stock powers signed in clause blank) and pledged to the Agent pursuant to an appropriate pledge agreement in substantially the form of the Pledge Agreement and otherwise in a form acceptable to the Agent, (c) if such Person is a Domestic Subsidiary, pledge all of its assets to the Lenders pursuant to a security agreement in substantially the form of the Security Agreements and otherwise in a form acceptable to the Agent, (d) if such Person has any Subsidiaries, (i), ) deliver all of the capital stock of such Domestic Subsidiaries and 65% of the capital stock of such Foreign Subsidiaries (together with undated stock powers signed in blank) to the Agent and (ii) execute a pledge agreement in substantially the form of the Pledge Agreement and otherwise in a form acceptable to the Agent, (e) if such Person owns or (iii) above or receipt leases any real property in the United States of such approval (or such longer period of time as Administrative Agent may agree to in its sole discretion)America, execute any and deliver all such agreementsnecessary mortgages, guaranteesdeeds of trust, documents and certificates (including Joinder Agreementsdeeds to secure debt, any amendments leasehold mortgages, collateral assignments of leaseholds or other appropriate real estate collateral documentation in a form acceptable to the Credit Documents, lien searches Agent and a Perfection Certificate(f) deliver such other documentation as Administrative the Agent may reasonably request in order to have such Wholly Owned Restricted Subsidiary become a Guarantor connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, environmental reports, landlord waivers, certified resolutions and (B)(I) execute other organizational and deliver to Collateral Agent such amendments to or additional Security Documents as Collateral Agent deems necessary or advisable in order to grant to Collateral Agent for the benefit of the Secured Parties, a perfected security interest in the Equity Interests authorizing documents of such Additional Credit Party which are owned by any Credit Party Person and required to be pledged pursuant to the Security Agreement, (II) deliver to Collateral Agent the certificates (if any) representing such Equity Interests together with in the case favorable opinions of such Equity Interests, undated stock powers endorsed in blank, (III) cause such Additional Credit Party to take such actions necessary or advisable (including executing and delivering a Joinder Agreement) to grant to Collateral Agent for the benefit of the Secured Parties, a perfected security interest in the collateral described in (subject to any requirements set forth in the Security Agreement with respect to limitations on grant of security interests in certain types of assets or Pledged Collateral and limitations or exclusions from the requirement to perfect Liens on such Pledged Collateral and excluding acts with respect to perfection of security interests and Liens not required under, or excluded from the requirements under, the Security Agreement) the Security Agreement and all other Property (limited, in the case of any first-tier Foreign Subsidiary that is a CFC or any CFC Holdco, to 65% of the voting Equity Interests and 100% of the non-voting Equity Interests of such Foreign Subsidiary or CFC Holdco) of such Additional Credit Party in accordance with the provisions of Section 9.08 hereof with respect counsel to such Additional Credit Party, or as necessary under applicable law or as may be reasonably requested by Collateral Agent, and Person (IV) deliver to Collateral Agent all legal opinions reasonably requested by Collateral Agent with respect to such Additional Credit Party relating to the matters described above covering matters similar to those covered in the opinions delivered on the Closing Date; provided, however, that Borrower shall use its commercially reasonable efforts to obtain such approvals for any Mortgage(s) and Lien(s) (including pledge of the Equity Interests of such Subsidiary) to be granted by such Additional Credit Party and for the Guarantee of such Additional Credit Party as soon as reasonably practicable. All of the foregoing actions shall be at the sole cost and expense of the Credit Parties. Notwithstanding the foregoing in this Section 9.11 to the contrary, it is understood and agreed that no Lien(s), Mortgage(s) and/or Guarantee of the applicable Additional Credit Party shall be required to be granted or delivered at such time as provided in the paragraph above in this Section 9.11 as a result of such Lien(s), Mortgage(s) and/or Guarantee being prohibited (i) by the applicable Gaming Authorities, any other applicable Governmental Authorities or applicable Law; provided, however, that Borrower has used its commercially reasonable efforts to obtain such approvals for such Lien(s), Mortgage(s) and/or Guarantee or (ii) any Contractual Obligation (except to the extent superseded by the applicable provisions of the UCC).which

Additional Credit Parties. Upon (a) MSG may designate additional US Subsidiaries to be US Borrowers under the US Credit Agreement, and Ravenstock may designate additional Foreign Subsidiaries organized under the laws of the United Kingdom to be additional UK Borrowers under the UK Credit Agreement, and thereby include the assets of such Subsidiaries in calculation of the Applicable Borrowing Base, subject to all the terms thereof; provided that there shall be no more than three (3) US Borrowers or UK Borrowers at any time. Such designation shall only become effective at such time as (i) any Credit Party creating or acquiring any the designated Subsidiary that is shall have executed and delivered to the Administrative Agent, with sufficient copies for each Applicable Lender, a Wholly Owned Restricted Subsidiary Joinder Agreement (other than any Excluded Subsidiaryas amended to be valid and binding under the laws of England and Wales in the case of an additional UK Borrower) after and shall have granted to the Closing DateApplicable Security Agent first priority and fully perfected Liens on its assets, (ii) the Applicable Security Agent shall have received a first priority pledge of or charge over the Capital Stock of such Subsidiary, (iii) the Administrative Agent shall have received such opinions of counsel, corporate documents and other documents and instruments as the Administrative Agent or the Applicable Security Agent may reasonably request, in each case in form and substance satisfactory to the Administrative Agent and the Applicable Security Agent; and (iv) if the additional Subsidiary was acquired or created in connection with any Wholly Owned Restricted acquisition and the aggregate purchase price in connection with such an acquisition is in excess of $5,000,000 (or if the Rental Fleet Assets owned by such additional Borrower that may be included in any calculation of the US Borrowing Base or the UK Borrowing Base have a value in excess of $5,000,000), the Administrative Agent shall have received a satisfactory “desktop appraisal” of the Rental Fleet Assets owned by such additional Borrower. Upon the satisfaction of such conditions, the applicable Subsidiary shall become a US Borrower or UK Borrower for all purposes of the Loan Documents. (b) If after the Closing Date either any Non-Guarantor Subsidiary or Mobile Storage Group (Texas), L.P. acquires assets with a Credit Party ceasing to be an Excluded fair market value of $100,000 or more, or any Borrower or any of its Subsidiaries forms or acquires a Subsidiary (includingin a Permitted Acquisition, without limitationincluding any merger, an Immaterial amalgamation or consolidation in connection therewith) which has assets with a fair market value of $100,000 or more, then unless such Subsidiary being designated has become a Borrower pursuant to Section 9.13 as an Excluded Immaterial Subsidiary) or (iii) any Revocation that results in an Unrestricted Subsidiary becoming a Wholly Owned Restricted Subsidiary (other than any Excluded Subsidiary) of a Credit Party (such Wholly Owned Restricted Subsidiary referenced in clause (i7.32(a), (ii) or (iii) above, an “Additional Credit Party”), such Credit Party shall, assuming and to the extent that it does not violate any Gaming Law or assuming and to the extent it obtains the approval of the Gaming Authority to the extent such approval is required by applicable Gaming Laws (which Borrower hereby agrees to use commercially reasonable efforts to obtain), (A) cause each such Wholly Owned Restricted Subsidiary to Borrowers shall promptly (but and in any event within 45 days (or 95 days, in 5 Applicable Business Days) cause such Subsidiary to become a Subsidiary Guarantor by executing and delivering to the event of any Discharge of any Indebtedness in connection with the acquisition of any such Subsidiary) after the later of such event described in clause (i), (ii) or (iii) above or receipt of such approval (or such longer period of time as Administrative Agent may agree and the UK Agent, as applicable, with sufficient copies for each Lender, a Guaranty or a supplement or joinder to in its sole discretion), execute and deliver all such agreements, guarantees, documents and certificates (including Joinder Agreements, any amendments a Subsidiary Guaranty to guarantee the Credit Documents, lien searches and a Perfection Certificate) as Administrative Agent may reasonably request in order to have such Wholly Owned Restricted Subsidiary become a Guarantor and (B)(I) execute and deliver to Collateral Agent such amendments to or additional Security Documents as Collateral Agent deems necessary or advisable in order to grant to Collateral Agent for the benefit Obligations of the Secured Parties, a perfected security interest in the Equity Interests of such Additional Credit Party which are owned by any Credit Party and required to be pledged pursuant to the Security Agreement, Borrowers (II) deliver to Collateral Agent the certificates (if any) representing such Equity Interests together with in the case of such Equity Interestsa US Subsidiary) or the UK Borrower (in the case of a Foreign Subsidiary), undated stock powers endorsed in blank, (III) cause such Additional Credit Party to take such actions necessary or advisable (including executing and delivering a Joinder Agreement) to grant to Collateral Agent for the benefit Applicable Security Agent, as applicable, first priority and fully perfected Liens on its assets and the Capital Stock of the Secured Parties, a perfected security interest such Subsidiary (limited in the collateral described in (subject case of Capital Stock of a Foreign Subsidiary to any requirements the extent set forth in the Pledge Agreement) to secure its Obligations, with such opinions of counsel (including without limitation, such opinions of counsel as may be requested in connection with Mobile Storage Group (Texas), L.P. acquiring assets with a fair market value in excess of $100,000), corporate documents and other documents and instruments as the Applicable Security Agreement with respect Agent may reasonably request, in each case in form and substance satisfactory to limitations on grant of security interests in certain types of assets or Pledged Collateral and limitations or exclusions from the requirement to perfect Applicable Security Agent. Notwithstanding the foregoing, Liens on such Pledged Collateral and excluding acts with respect any assets constituting Real Estate shall be subject to perfection of security interests and Liens not required under, or excluded from the requirements under, the Security Agreement) the Security Agreement and all other Property (limited, in the case of any first-tier Foreign Subsidiary that is a CFC or any CFC Holdco, to 65% of the voting Equity Interests and 100% of the non-voting Equity Interests of such Foreign Subsidiary or CFC Holdco) of such Additional Credit Party in accordance with the provisions of Section 9.08 hereof with respect to such Additional Credit Party, or as necessary under applicable law or as may be reasonably requested by Collateral Agent, and (IV) deliver to Collateral Agent all legal opinions reasonably requested by Collateral Agent with respect to such Additional Credit Party relating to the matters described above covering matters similar to those covered in the opinions delivered on the Closing Date; provided, however, that Borrower shall use its commercially reasonable efforts to obtain such approvals for any Mortgage(s) and Lien(s) (including pledge of the Equity Interests of such Subsidiary) to be granted by such Additional Credit Party and for the Guarantee of such Additional Credit Party as soon as reasonably practicable. All of the foregoing actions shall be at the sole cost and expense of the Credit Parties. Notwithstanding the foregoing in this Section 9.11 to the contrary, it is understood and agreed that no Lien(s), Mortgage(s) and/or Guarantee of the applicable Additional Credit Party shall be required to be granted or delivered at such time as provided in the paragraph above in this Section 9.11 as a result of such Lien(s), Mortgage(s) and/or Guarantee being prohibited (i) by the applicable Gaming Authorities, any other applicable Governmental Authorities or applicable Law; provided, however, that Borrower has used its commercially reasonable efforts to obtain such approvals for such Lien(s), Mortgage(s) and/or Guarantee or (ii) any Contractual Obligation (except to the extent superseded by the applicable provisions of the UCC)7.33.

Additional Credit Parties. Upon (i) At the time any Credit Party creating or acquiring any Subsidiary that is Person becomes a Wholly Owned Restricted Subsidiary (other than any Excluded Subsidiary) after the Closing Date, (ii) any Wholly Owned Restricted Subsidiary of a Credit Party ceasing to be an Excluded Subsidiary (includingParty, without limitation, an Immaterial Subsidiary being designated pursuant to Section 9.13 as an Excluded Immaterial Subsidiary) or (iii) any Revocation that results in an Unrestricted Subsidiary becoming a Wholly Owned Restricted Subsidiary (other than any Excluded Subsidiary) of a Credit Party (such Wholly Owned Restricted Subsidiary referenced in clause (i), (ii) or (iii) above, an “Additional Credit Party”), such Credit Party shall, assuming the Borrower shall so notify the Administrative Agent and to the extent that it does not violate any Gaming Law or assuming and to the extent it obtains the approval of the Gaming Authority to the extent such approval is required by applicable Gaming Laws (which Borrower hereby agrees to use commercially reasonable efforts to obtain), (A) cause each such Wholly Owned Restricted Subsidiary to promptly thereafter (but in any event within 45 days after the date thereof) shall (or 95 days, in the event of any Discharge of any Indebtedness in connection with the acquisition of any a) cause such Person (if it is a Domestic Subsidiary) after to execute a Joinder Agreement in substantially the later same form as Exhibit 7.13, (b) unless a Release of Collateral Event has occurred and the Borrower has exercised its rights under Section 11.17, (i) cause all of the Capital Stock of such event described Person (if such Person is a Domestic Subsidiary) or 65% of the Capital Stock of such Person (if such Person is a Foreign Subsidiary owned by a Credit Party) to be delivered to the Collateral Agent (together with undated stock powers signed in clause (i)blank) and pledged to the Collateral Agent pursuant to an appropriate pledge agreement in substantially the form of the Pledge Agreement and otherwise in a form acceptable to the Collateral Agent, (ii) or if such Person is a Domestic Subsidiary, pledge all of its assets to the Lenders pursuant to a security agreement in substantially the form of the Security Agreement and otherwise in a form acceptable to the Collateral Agent, (iii) above or receipt if such Person is a Domestic Subsidiary and has any Subsidiaries, (A) deliver all of the Capital Stock of such approval Domestic Subsidiaries and 65% of the Capital Stock of such direct Foreign Subsidiaries (together with undated stock powers signed in blank) to the Collateral Agent and (B) execute a pledge agreement in substantially the form of the Pledge Agreement and otherwise in a form acceptable to the Collateral Agent, (iv) if such Person is a Domestic Subsidiary and owns or such longer period leases any real property in the United States of time as Administrative Agent may agree to in its sole discretion)America, execute any and deliver all such agreementsnecessary mortgages, guaranteesdeeds of trust, documents and certificates (including Joinder Agreementsdeeds to secure debt, any amendments collateral assignments of leaseholds or other appropriate real estate collateral documentation in a form substantially similar to the Credit Documents, lien searches Mortgages with appropriate covenants as necessary (provided that if a leased property is solely for use as a sales office or showroom it shall not be required to be mortgaged) and a Perfection Certificate(v) deliver such other documentation as Administrative the Collateral Agent may reasonably request in order connection with the foregoing (to have the extent any such Wholly Owned Restricted Subsidiary become a Guarantor and (B)(I) execute and deliver to Collateral Agent such amendments to or additional Security Documents as Collateral Agent deems necessary or advisable in order to grant to Collateral Agent for the benefit of the Secured Parties, a perfected security interest in the Equity Interests of such Additional Credit Party which are owned by any Credit Party and documentation was required to be pledged delivered to the Collateral Agent pursuant to Section 5.1 on or before the Security AgreementInitial Funding Date), including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, environmental reports and landlord waivers, and (II) deliver to Collateral Agent the certificates (if any) representing such Equity Interests together with in the case of such Equity Interests, undated stock powers endorsed in blank, (IIIc) cause such Additional Credit Party Person to take deliver certified resolutions and other organizational and authorizing documents of such actions necessary or advisable Person and favorable opinions of counsel to such Person (including executing which shall cover, among other things, the legality, validity, binding effect and delivering a Joinder Agreement) to grant to Collateral Agent for the benefit enforceability of the Secured Parties, a perfected security interest in the collateral described in (subject documentation referred to any requirements set forth in the Security Agreement with respect to limitations on grant of security interests in certain types of assets or Pledged Collateral and limitations or exclusions from the requirement to perfect Liens on such Pledged Collateral and excluding acts with respect to perfection of security interests and Liens not required under, or excluded from the requirements under, the Security Agreement) the Security Agreement and above); it being understood that all other Property (limited, in the case of any first-tier Foreign Subsidiary that is a CFC or any CFC Holdco, to 65% of the voting Equity Interests documentation, agreements, instruments, certificates and 100% of opinions to be delivered pursuant to (a), (b) and (c) above shall be in form, content and scope reasonably satisfactory to the non-voting Equity Interests of such Foreign Subsidiary or CFC Holdco) of such Additional Credit Party in accordance with the provisions of Section 9.08 hereof with respect to such Additional Credit Party, or as necessary under applicable law or as may be reasonably requested by Collateral Agent, and (IV) deliver to Collateral Agent all legal opinions reasonably requested by Collateral Agent with respect to such Additional Credit Party relating to the matters described above covering matters similar to those covered in the opinions delivered on the Closing Date; provided, however, that Borrower shall use its commercially reasonable efforts to obtain such approvals for any Mortgage(s) and Lien(s) (including pledge of the Equity Interests of such Subsidiary) to be granted by such Additional Credit Party and for the Guarantee of such Additional Credit Party as soon as reasonably practicable. All of the foregoing actions shall be at the sole cost and expense of the Credit Parties. Notwithstanding the foregoing anything in this Section 9.11 7.13 to the contrary, it is understood and agreed that no Lien(s), Mortgage(s) and/or Guarantee of the applicable Additional Credit Party shall be required to be granted (x) take any action which would violate any Requirement of Law or delivered at (y) ▇▇▇▇▇ ▇ ▇▇▇▇ on any asset that is subject to a Permitted Lien if the granting of such time Lien would violate the agreement creating or evidencing such Permitted Lien, so long as provided in such agreement was not entered into with the paragraph above in intent of avoiding the requirements of this Section 9.11 as a result of such Lien(s), Mortgage(s) and/or Guarantee being prohibited (i) by the applicable Gaming Authorities, any other applicable Governmental Authorities or applicable Law; provided, however, that Borrower has used its commercially reasonable efforts to obtain such approvals for such Lien(s), Mortgage(s) and/or Guarantee or (ii) any Contractual Obligation (except to the extent superseded by the applicable provisions of the UCC)7.13.

Additional Credit Parties. Upon (i) At the time any Credit Party creating or acquiring any Subsidiary that is Person becomes a Wholly Owned Restricted Subsidiary (other than any Excluded Subsidiary) after the Closing Date, (ii) any Wholly Owned Restricted Subsidiary of a Credit Party ceasing to be an Excluded Subsidiary (includingParty, without limitation, an Immaterial Subsidiary being designated pursuant to Section 9.13 as an Excluded Immaterial Subsidiary) or (iii) any Revocation that results in an Unrestricted Subsidiary becoming a Wholly Owned Restricted Subsidiary (other than any Excluded Subsidiary) of a Credit Party (such Wholly Owned Restricted Subsidiary referenced in clause (i), (ii) or (iii) above, an “Additional Credit Party”), such Credit Party shall, assuming the Borrower shall so notify the Agent and to the extent that it does not violate any Gaming Law or assuming and to the extent it obtains the approval of the Gaming Authority to the extent such approval is required by applicable Gaming Laws (which Borrower hereby agrees to use commercially reasonable efforts to obtain), (A) cause each such Wholly Owned Restricted Subsidiary to promptly thereafter (but in any event within 45 30 days after the date thereof) shall cause such Person to (a) if it is a Domestic Subsidiary, execute a Joinder Agreement in substantially the same form as Exhibit 7.13, (b) cause all of the capital stock of such Person (if it is a Domestic Subsidiary) or 65% of the capital stock of such Person (if it is a First Tier Foreign Subsidiary) to be delivered to the Agent (together with undated stock powers signed in blank) and pledged to the Agent pursuant to an appropriate pledge agreement in substantially the form of the Pledge Agreement (or 95 daysa joinder to the existing Pledge Agreement) and otherwise in a form reasonably acceptable to the Agent, (c) if such Person is a Domestic Subsidiary, pledge all of its assets to the Agent pursuant to a security agreement in substantially the event form of the Security Agreement (or a joinder to the existing Security Agreement) and otherwise in a form reasonably acceptable to the Agent, and (d) if such Person is a Domestic Subsidiary and has any Discharge Subsidiaries, (A) deliver all of any Indebtedness in connection with the acquisition of any such Subsidiary) after the later capital stock of such event described Domestic Subsidiaries owned by it and 65% of the stock of the First Tier Foreign Subsidiaries owned by it (together with undated stock powers signed in clause blank) to the Agent and (i)B) execute a pledge agreement in substantially the form of the Pledge Agreement (or a joinder to the existing Pledge Agreement) and otherwise in a form acceptable to the Agent, (iie) if such Person is a Domestic Subsidiary and leases any real property, cause to be delivered in a commercially reasonable manner a landlord waiver or (iii) above or receipt of such approval (or such longer period of time as Administrative Agent may agree to estoppel letter with respect thereto in its sole discretion), execute and deliver all such agreements, guarantees, documents and certificates (including Joinder Agreements, any amendments a form acceptable to the Credit Documents, lien searches Agent) and a Perfection Certificate(f) deliver such other documentation as Administrative the Agent may reasonably request in order connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, environmental reports, landlord's waivers, certified resolutions and other organizational and authorizing documents of such Person and favorable opinions of counsel to have such Wholly Owned Restricted Subsidiary become a Guarantor Person (which shall cover, among other things, the legality, validity, binding effect and (B)(I) execute and deliver to Collateral Agent such amendments to or additional Security Documents as Collateral Agent deems necessary or advisable in order to grant to Collateral Agent for the benefit enforceability of the Secured Partiesdocumentation referred to above), a perfected security interest all in the Equity Interests of such Additional Credit Party which are owned by any Credit Party form, content and required to be pledged pursuant scope reasonably satisfactory to the Security Agreement, (II) deliver to Collateral Agent the certificates (if any) representing such Equity Interests together with in the case of such Equity Interests, undated stock powers endorsed in blank, (III) cause such Additional Credit Party to take such actions necessary or advisable (including executing and delivering a Joinder Agreement) to grant to Collateral Agent for the benefit of the Secured Parties, a perfected security interest in the collateral described in (subject to any requirements set forth in the Security Agreement with respect to limitations on grant of security interests in certain types of assets or Pledged Collateral and limitations or exclusions from the requirement to perfect Liens on such Pledged Collateral and excluding acts with respect to perfection of security interests and Liens not required under, or excluded from the requirements under, the Security Agreement) the Security Agreement and all other Property (limited, in the case of any first-tier Foreign Subsidiary that is a CFC or any CFC Holdco, to 65% of the voting Equity Interests and 100% of the non-voting Equity Interests of such Foreign Subsidiary or CFC Holdco) of such Additional Credit Party in accordance with the provisions of Section 9.08 hereof with respect to such Additional Credit Party, or as necessary under applicable law or as may be reasonably requested by Collateral Agent, and (IV) deliver to Collateral Agent all legal opinions reasonably requested by Collateral Agent with respect to such Additional Credit Party relating to the matters described above covering matters similar to those covered in the opinions delivered on the Closing Date; provided, however, that Borrower shall use its commercially reasonable efforts to obtain such approvals for any Mortgage(s) and Lien(s) (including pledge of the Equity Interests of such Subsidiary) to be granted by such Additional Credit Party and for the Guarantee of such Additional Credit Party as soon as reasonably practicable. All of the foregoing actions shall be at the sole cost and expense of the Credit Parties. Notwithstanding the foregoing in this Section 9.11 to the contrary, it is understood and agreed that no Lien(s), Mortgage(s) and/or Guarantee of the applicable Additional Credit Party shall be required to be granted or delivered at such time as provided in the paragraph above in this Section 9.11 as a result of such Lien(s), Mortgage(s) and/or Guarantee being prohibited (i) by the applicable Gaming Authorities, any other applicable Governmental Authorities or applicable Law; provided, however, that Borrower has used its commercially reasonable efforts to obtain such approvals for such Lien(s), Mortgage(s) and/or Guarantee or (ii) any Contractual Obligation (except to the extent superseded by the applicable provisions of the UCC).

Additional Credit Parties. Upon (i) As soon as practicable and in any event within 30 days after any Person becomes a Subsidiary of any Credit Party creating or acquiring any Subsidiary that Party, the Borrower shall provide the Agent with written notice thereof setting forth information in reasonable detail describing all of the Property of such Person and shall (a) if such Person is a Wholly Owned Restricted Subsidiary (other than any Excluded Subsidiary) after the Closing Date, (ii) any Wholly Owned Restricted Domestic Subsidiary of a Credit Party ceasing Party, cause such Person to execute a Joinder Agreement in substantially the same form as Exhibit 6.12 and a guaranty agreement substantially in the form of Exhibit A to the Collateral Security Agreement, (b) cause 100% (if such Person is a Domestic Subsidiary of a Credit Party) or 65% (if such Person is a direct Foreign Subsidiary of a Credit Party) of the Capital Stock of such Person to be delivered to the Senior Collateral Trustee (in the event the Intercreditor Agreement shall then be in effect) or to the Agent (in the event the Intercreditor Agreement shall not be in effect at such time), together with undated stock powers signed in blank (unless, with respect to a Foreign Subsidiary, such stock powers are deemed unnecessary by the Agent in its reasonable discretion under the law of the jurisdiction of incorporation of such Person) and pledged to the Agent pursuant to an Excluded Subsidiary appropriate pledge agreement(s) in substantially the form of the Pledge Agreement and otherwise in form acceptable to the Agent and (c) cause such Person to (i) if such Person owns or leases any real property located in the United States of America, deliver to the Agent with respect to such real property documents, instruments and other items of the types required to be delivered pursuant to Section 4.1(f) all in form, content and scope reasonably satisfactory to the Agent and (ii) deliver such other documentation as the Agent may reasonably request in connection with the foregoing, including, without limitation, an Immaterial Subsidiary being designated appropriate UCC-1 financing statements, real estate title insurance policies, environmental reports, landlord's waivers, certified resolutions and other organizational and authorizing documents of such Person, favorable opinions of counsel to such Person (that shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above and the perfection of the Agent's liens thereunder) and other items of the types required to be delivered pursuant to Section 9.13 as an Excluded Immaterial Subsidiary) or (iii) any Revocation that results in an Unrestricted Subsidiary becoming a Wholly Owned Restricted Subsidiary (other than any Excluded Subsidiary) of a Credit Party (such Wholly Owned Restricted Subsidiary referenced in clause (i4.1(b), (ii) or (iii) above, an “Additional Credit Party”), such Credit Party shall, assuming and to the extent that it does not violate any Gaming Law or assuming and to the extent it obtains the approval of the Gaming Authority to the extent such approval is required by applicable Gaming Laws (which Borrower hereby agrees to use commercially reasonable efforts to obtaind), (A) cause each such Wholly Owned Restricted Subsidiary to promptly (but in any event within 45 days (or 95 days, in the event of any Discharge of any Indebtedness in connection with the acquisition of any such Subsidiary) after the later of such event described in clause (ie), (iif) or and (iii) above or receipt of such approval (or such longer period of time as Administrative Agent may agree to in its sole discretiong), execute all in form, content and deliver all such agreements, guarantees, documents and certificates (including Joinder Agreements, any amendments scope reasonably satisfactory to the Credit Documents, lien searches and a Perfection Certificate) as Administrative Agent may reasonably request in order to have such Wholly Owned Restricted Subsidiary become a Guarantor and (B)(I) execute and deliver to Collateral Agent such amendments to or additional Security Documents as Collateral Agent deems necessary or advisable in order to grant to Collateral Agent for the benefit of the Secured Parties, a perfected security interest in the Equity Interests of such Additional Credit Party which are owned by any Credit Party and required to be pledged pursuant to the Security Agreement, (II) deliver to Collateral Agent the certificates (if any) representing such Equity Interests together with in the case of such Equity Interests, undated stock powers endorsed in blank, (III) cause such Additional Credit Party to take such actions necessary or advisable (including executing and delivering a Joinder Agreement) to grant to Collateral Agent for the benefit of the Secured Parties, a perfected security interest in the collateral described in (subject to any requirements set forth in the Security Agreement with respect to limitations on grant of security interests in certain types of assets or Pledged Collateral and limitations or exclusions from the requirement to perfect Liens on such Pledged Collateral and excluding acts with respect to perfection of security interests and Liens not required under, or excluded from the requirements under, the Security Agreement) the Security Agreement and all other Property (limited, in the case of any first-tier Foreign Subsidiary that is a CFC or any CFC Holdco, to 65% of the voting Equity Interests and 100% of the non-voting Equity Interests of such Foreign Subsidiary or CFC Holdco) of such Additional Credit Party in accordance with the provisions of Section 9.08 hereof with respect to such Additional Credit Party, or as necessary under applicable law or as may be reasonably requested by Collateral Agent, and (IV) deliver to Collateral Agent all legal opinions reasonably requested by Collateral Agent with respect to such Additional Credit Party relating to the matters described above covering matters similar to those covered in the opinions delivered on the Closing Date; provided, however, that Borrower shall use its commercially reasonable efforts to obtain such approvals for any Mortgage(s) and Lien(s) (including pledge of the Equity Interests of such Subsidiary) to be granted by such Additional Credit Party and for the Guarantee of such Additional Credit Party as soon as reasonably practicable. All of the foregoing actions shall be at the sole cost and expense of the Credit Parties. Notwithstanding the foregoing in this Section 9.11 to the contrary, it is understood and agreed that no Lien(s), Mortgage(s) and/or Guarantee of the applicable Additional Credit Party shall be required to be granted or delivered at such time as provided in the paragraph above in this Section 9.11 as a result of such Lien(s), Mortgage(s) and/or Guarantee being prohibited (i) by the applicable Gaming Authorities, any other applicable Governmental Authorities or applicable Law; provided, however, that Borrower has used its commercially reasonable efforts to obtain such approvals for such Lien(s), Mortgage(s) and/or Guarantee or (ii) any Contractual Obligation (except to the extent superseded by the applicable provisions of the UCC).

Additional Credit Parties. Upon (i) At the time any Credit Party creating or acquiring any Subsidiary that is Person becomes a Wholly Owned Restricted Subsidiary (other than any Excluded Subsidiary) after the Closing Date, (ii) any Wholly Owned Restricted Subsidiary of a Credit Party ceasing to be an Excluded Subsidiary (includingParty, without limitation, an Immaterial Subsidiary being designated pursuant to Section 9.13 as an Excluded Immaterial Subsidiary) or (iii) any Revocation that results in an Unrestricted Subsidiary becoming a Wholly Owned Restricted Subsidiary (other than any Excluded Subsidiary) of a Credit Party (such Wholly Owned Restricted Subsidiary referenced in clause (i), (ii) or (iii) above, an “Additional Credit Party”), such Credit Party shall, assuming the Borrowers shall so notify the Lenders and to the extent that it does not violate any Gaming Law or assuming and to the extent it obtains the approval of the Gaming Authority to the extent such approval is required by applicable Gaming Laws (which Borrower hereby agrees to use commercially reasonable efforts to obtain), (A) cause each such Wholly Owned Restricted Subsidiary to promptly thereafter (but in any event within 45 30 days (or 95 days, in the event of any Discharge of any Indebtedness in connection with the acquisition of any such Subsidiary) after the later of date thereof) shall cause such event described in clause Person to (i)) if it is a Domestic Subsidiary, execute a Joinder Agreement, (ii) cause all of the Capital Stock of such Person (if it is a Domestic Subsidiary) or 65% of the Capital Stock of such Person (if it is a Material First Tier Foreign Subsidiary) to be delivered to the Collateral Agent (together with undated stock powers signed in blank) and pledged to the Collateral Agent pursuant to an appropriate pledge agreement (or a joinder to the existing Security Agreement) and otherwise in a form reasonably acceptable to the Collateral Agent, (iii) above if such Person is a Domestic Subsidiary, pledge all of its assets to the Collateral Agent pursuant to a security agreement in substantially the form of the Security Agreement (or receipt a joinder to the existing Security Agreement) and otherwise in a form reasonably acceptable to the Collateral Agent, (iv) if such Person is a Domestic Subsidiary and has any Subsidiaries, (A) deliver all of the Capital Stock of such approval Domestic Subsidiaries owned by it and 65% of the stock of the Material First Tier Foreign Subsidiaries owned by it (together with undated stock powers signed in blank) to the Collateral Agent and (B) execute a pledge agreement (or a joinder to the existing Security Agreement) and otherwise in a form acceptable to the Collateral Agent, (v) if such longer period Person is a Domestic Subsidiary and owns or leases any real property, execute any and all necessary mortgages, deeds of time as Administrative trust, deeds to secure debt or other appropriate real estate collateral documentation in a form acceptable to the Collateral Agent may agree (or, if reasonably requested by the Collateral Agent, cause to be delivered in its sole discretiona commercially reasonable manner a landlord waiver or estoppel letter with respect thereto in a form acceptable to the Collateral Agent), execute and (vi) deliver all such agreements, guarantees, documents and certificates (including Joinder Agreements, any amendments to other documentation as the Credit Documents, lien searches and a Perfection Certificate) as Administrative Collateral Agent may reasonably request in order connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, surveys, environmental reports, valuations, flood certificates, zoning certificates, certified resolutions and other organizational and authorizing documents of such Person and favorable opinions of counsel to have such Wholly Owned Restricted Subsidiary become a Guarantor Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above), all in form, content and scope reasonably satisfactory to the Collateral Agent and (B)(Ivii) execute provide to the Lenders (x) a new Schedule 5.01(m) which shall reflect the information regarding such new Subsidiary required by Section 5.01(m), and deliver to Collateral Agent such amendments to or additional Security Documents as Collateral Agent deems necessary or advisable in order to grant to Collateral Agent for the benefit of the Secured Parties(y) if applicable, a perfected security interest in the Equity Interests of such Additional Credit Party which are owned by any Credit Party and required to be pledged pursuant new Schedule to the Security Agreement, (II) deliver to Collateral Agent Agreement which shall reflect the certificates (if any) representing such Equity Interests together with in the case of such Equity Interests, undated stock powers endorsed in blank, (III) cause such Additional Credit Party to take such actions necessary or advisable (including executing and delivering a Joinder Agreement) to grant to Collateral Agent for the benefit of the Secured Parties, a perfected security interest in the collateral described in (subject to any requirements set forth in the Security Agreement with respect to limitations on grant of security interests in certain types of assets or Pledged Collateral and limitations or exclusions from the requirement to perfect Liens on such Pledged Collateral and excluding acts with respect to perfection of security interests and Liens not required under, or excluded from the requirements under, the Security Agreement) the Security Agreement and all other Property (limited, in the case of any first-tier Foreign Subsidiary that is a CFC or any CFC Holdco, to 65% of the voting Equity Interests and 100% of the non-voting Equity Interests of such Foreign Subsidiary or CFC Holdco) of such Additional Credit Party in accordance with the provisions of Section 9.08 hereof with respect to such Additional Credit Party, or as necessary under applicable law or as may be reasonably requested by Collateral Agent, and (IV) deliver to Collateral Agent all legal opinions reasonably requested by Collateral Agent with respect to such Additional Credit Party relating to the matters described above covering matters similar to those covered in the opinions delivered on the Closing Date; provided, however, that Borrower shall use its commercially reasonable efforts to obtain such approvals for any Mortgage(s) and Lien(s) (including pledge of the Equity Interests Capital Stock of such new Subsidiary) to be granted by such Additional Credit Party and for the Guarantee of such Additional Credit Party as soon as reasonably practicable. All of the foregoing actions shall be at the sole cost and expense of the Credit Parties. Notwithstanding the foregoing in this Section 9.11 to the contrary, it is understood and agreed that no Lien(s), Mortgage(s) and/or Guarantee of the applicable Additional Credit Party shall be required to be granted or delivered at such time as provided in the paragraph above in this Section 9.11 as a result of such Lien(s), Mortgage(s) and/or Guarantee being prohibited (i) by the applicable Gaming Authorities, any other applicable Governmental Authorities or applicable Law; provided, however, that Borrower has used its commercially reasonable efforts to obtain such approvals for such Lien(s), Mortgage(s) and/or Guarantee or (ii) any Contractual Obligation (except to the extent superseded by the applicable provisions of the UCC).

Additional Credit Parties. Upon (a) As soon as practicable and in any event within thirty (30) days after any Person becomes a Material Subsidiary, the Borrowers shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and shall (i) any Credit Party creating or acquiring any Subsidiary that if such Person is a Wholly Owned Restricted Domestic Subsidiary (other than any Excluded Subsidiary) after of a Credit Party, cause such Person to execute a Joinder Agreement in substantially the Closing Datesame form as Schedule 7.12, (ii) any Wholly Owned Restricted cause (A) one hundred percent (100%) of the issued and outstanding Capital Stock of each Domestic Subsidiary of (that is not an Excluded Subsidiary) directly owned by a Credit Party ceasing and (B) sixty-five percent (65%) of the issued and outstanding Voting Stock and one hundred percent (100%) of the issued and outstanding Capital Stock not constituting Voting Stock of each Foreign Subsidiary directly owned by a Credit Party, to be an Excluded Subsidiary delivered to the Administrative Agent (includingtogether with undated stock powers signed in blank (unless, without limitationwith respect to a Foreign Subsidiary, an Immaterial Subsidiary being designated such stock powers are deemed unnecessary by the Administrative Agent in its reasonable discretion under the law of the jurisdiction of incorporation of such Person)) and pledged to the Administrative Agent pursuant to Section 9.13 as an Excluded Immaterial Subsidiaryappropriate pledge agreement(s) or (iii) any Revocation that results in an Unrestricted Subsidiary becoming a Wholly Owned Restricted Subsidiary (other than any Excluded Subsidiary) of a Credit Party (such Wholly Owned Restricted Subsidiary referenced in clause (i), (ii) or (iii) above, an “Additional Credit Party”), such Credit Party shall, assuming and form acceptable to the extent that it does not violate any Gaming Law or assuming and to the extent it obtains the approval of the Gaming Authority to the extent such approval is required by applicable Gaming Laws (which Borrower hereby agrees to use commercially reasonable efforts to obtain), (A) cause each such Wholly Owned Restricted Subsidiary to promptly (but in any event within 45 days (or 95 days, in the event of any Discharge of any Indebtedness in connection with the acquisition of any such Subsidiary) after the later of such event described in clause (i), (ii) or (iii) above or receipt of such approval (or such longer period of time as Administrative Agent may agree and cause such Person to in its sole discretion), execute and deliver all such agreements, guarantees, documents and certificates (including Joinder Agreements, any amendments to other documentation as the Credit Documents, lien searches and a Perfection Certificate) as Administrative Agent may reasonably request in order connection with the foregoing, including, without limitation, appropriate certified resolutions and other organizational and authorizing documents of such Person, and favorable opinions of counsel to have such Wholly Owned Restricted Person all in form, content and scope reasonably satisfactory to the Administrative Agent. (b) As soon as practicable and in any event within thirty (30) days after any date on which any Domestic Subsidiary become that does not individually constitute a Guarantor Material Subsidiary (a “Non-Material Domestic Subsidiary”), constitutes, in the aggregate with all other Non-Material Domestic Subsidiaries, more than fifteen percent (15%) of the consolidated assets of Holdings and its consolidated Subsidiaries as of the end of the immediately preceding fiscal quarter or generates, in the aggregate with all other Non-Material Domestic Subsidiaries, more than fifteen percent (B)(I15%) execute of the Consolidated EBITDA of Holdings and deliver to Collateral Agent such amendments to or additional Security Documents as Collateral Agent deems necessary or advisable in order to grant to Collateral Agent its consolidated Subsidiaries for the benefit period of four (4) consecutive fiscal quarters ending as of the Secured Partiesend of the immediately preceding fiscal quarter (the “Threshold Requirement”), a perfected security interest in the Equity Interests of Borrowers shall provide the Administrative Agent with written notice thereof and cause such Additional Credit Party which are owned by any Credit Party and required Domestic Subsidiary to be pledged pursuant to the Security provide an executed Joinder Agreement, (II) deliver to Collateral Agent the certificates (if any) representing such Equity Interests together with in the case of such Equity Interests, undated stock powers endorsed in blank, (III) cause such Additional Credit Party to take such actions necessary or advisable (including executing and delivering a Joinder Agreement) to grant to Collateral Agent for the benefit of the Secured Parties, a perfected security interest in the collateral described in (subject to any requirements related deliveries set forth in clause (a)(ii) above, such that immediately after such joinder, the Security Agreement with respect remaining Non-Material Domestic Subsidiaries shall not exceed the Threshold Requirement. (c) Notwithstanding anything to limitations on grant of security interests in certain types of assets or Pledged Collateral and limitations or exclusions from the requirement to perfect Liens on such Pledged Collateral and excluding acts with respect to perfection of security interests and Liens not required undercontrary contained herein, the Borrowers will promptly provide, or excluded from the requirements under, the Security Agreement) the Security Agreement and all other Property (limited, in the case of any first-tier Foreign Subsidiary that is a CFC or any CFC Holdcocause to be provided, to 65% of the voting Equity Interests and 100% of Administrative Agent, an executed Joinder Agreement, together with the non-voting Equity Interests of such Foreign related deliveries set forth in clause (a)(ii) above, from any Subsidiary or CFC Holdco) Affiliate of such Additional Credit Party Holdings that gives a guaranty or otherwise becomes an obligor in accordance with the provisions respect of Section 9.08 hereof with respect to such Additional Credit Party, or as necessary under applicable law or as may be reasonably requested by Collateral Agent, and (IV) deliver to Collateral Agent all legal opinions reasonably requested by Collateral Agent with respect to such Additional Credit Party relating to the matters described above covering matters similar to those covered in the opinions delivered on the Closing Date; provided, however, that Borrower shall use its commercially reasonable efforts to obtain such approvals for any Mortgage(s) and Lien(s) Funded Indebtedness (including pledge of without limitation the Equity Interests of such Subsidiary) to be granted by such Additional Credit Party and for the Guarantee of such Additional Credit Party as soon as reasonably practicable. All of the foregoing actions shall be at the sole cost and expense of the Credit Parties. Notwithstanding the foregoing in this Section 9.11 to the contrary, it is understood and agreed that no Lien(s), Mortgage(s) and/or Guarantee of the applicable Additional Credit Party shall be required to be granted or delivered at such time as provided in the paragraph above in this Section 9.11 as a result of such Lien(s), Mortgage(s) and/or Guarantee being prohibited (i) by the applicable Gaming Authorities2019 Senior Notes, any other applicable Governmental Authorities or applicable Law; provided, however, that Borrower has used its commercially reasonable efforts to obtain such approvals for such Lien(s), Mortgage(s) and/or Guarantee or (ii) Permitted Pari Passu Indebtedness and any Contractual Obligation (except to the extent superseded by the applicable provisions of the UCCPermitted Junior Indebtedness).

Additional Credit Parties. Upon (i) At the time any Credit Party creating or acquiring any Subsidiary that is Person becomes a Wholly Owned Restricted Subsidiary (other than any Excluded Subsidiary) after the Closing Date, (ii) any Wholly Owned Restricted Subsidiary of a Credit Party ceasing to be an Excluded Subsidiary (includingParty, without limitation, an Immaterial Subsidiary being designated pursuant to Section 9.13 as an Excluded Immaterial Subsidiary) or (iii) any Revocation that results in an Unrestricted Subsidiary becoming a Wholly Owned Restricted Subsidiary (other than any Excluded Subsidiary) of a Credit Party (such Wholly Owned Restricted Subsidiary referenced in clause (i), (ii) or (iii) above, an “Additional Credit Party”), such Credit Party shall, assuming the Borrowers shall so notify the Administrative Agents and to the extent that it does not violate any Gaming Law or assuming and to the extent it obtains the approval of the Gaming Authority to the extent such approval is required by applicable Gaming Laws (which Borrower hereby agrees to use commercially reasonable efforts to obtain), (A) cause each such Wholly Owned Restricted Subsidiary to promptly thereafter (but in any event within 45 30 days (or 95 days, in the event of any Discharge of any Indebtedness in connection with the acquisition of any such Subsidiary) after the later of such event described in clause (i), (ii) date thereof or (iii) above or receipt of such approval (or within such longer period of time as agreed to by an Administrative Agent may agree Agent): (a) if such Person is a Subsidiary (other than a Receivables Subsidiary) domiciled in the United States, shall cause such Person to become a Total Facility Guarantor by (i) executing a Joinder Agreement in its sole discretion)substantially the same form as Exhibit 8.13, execute and deliver (ii) causing all of the Capital Stock of such agreements, guarantees, documents and certificates (including Joinder Agreements, any amendments Person owned by a Credit Party to be delivered to the Credit Documents, lien searches and a Perfection Certificate) as Administrative Agent may reasonably request in order to have such Wholly Owned Restricted Subsidiary become a Guarantor and (B)(I) execute and deliver to Collateral Agent such amendments to or additional Security Documents as Collateral Agent deems necessary or advisable in order to grant to Collateral Agent for the benefit of the Secured Parties, a perfected security interest in the Equity Interests of such Additional Credit Party which are owned by any Credit Party and required to be pledged pursuant to the Security Agreement, (II) deliver to Collateral Agent the certificates (if any) representing such Equity Interests together with in the case of such Equity Interests, undated stock powers endorsed signed in blank) and pledged to the Collateral Agent to secure its parent's guaranty of the Guaranteed Obligations pursuant to an appropriate pledge agreement in substantially the form of the U.S. Pledge Agreement (or a modification to the existing U.S. Pledge Agreement) and otherwise in a form reasonably acceptable to the Collateral Agent, (IIIiii) cause such Additional Credit Party pledging all of its personal property assets located in the United States to take such actions necessary or advisable (including executing and delivering a Joinder Agreement) to grant to the Collateral Agent for the benefit to secure its guaranty of the Secured Parties, a perfected Guaranteed Obligations pursuant to an appropriate security interest agreement in substantially the collateral described in (subject to any requirements set forth in form of the U.S. Security Agreement with respect (or a joinder to limitations on grant of security interests in certain types of assets or Pledged Collateral and limitations or exclusions from the requirement to perfect Liens on such Pledged Collateral and excluding acts with respect to perfection of security interests and Liens not required under, or excluded from the requirements under, the existing U.S. Security Agreement) and otherwise in a form reasonably acceptable to the Security Agreement and all other Property Collateral Agent, (limited, iv) if such Person has any Subsidiaries domiciled in the case of any first-tier Foreign Subsidiary that is a CFC United States or any CFC HoldcoMaterial Foreign Subsidiaries, to (A) delivering (x) 100% of the Capital Stock of such Subsidiaries domiciled in the United States owned by it and (y) 65% of the voting Equity Interests Capital Stock of such Material Foreign Subsidiaries owned by it (in each case together with undated stock powers signed in blank) to the Collateral Agent and 100% (B) executing an appropriate pledge agreement in substantially the form of the non-voting Equity Interests of such Foreign Subsidiary U.S. Pledge Agreement (or CFC Holdcoa joinder to the existing U.S. Pledge Agreement) of such Additional Credit Party and otherwise in accordance with a form acceptable to the provisions of Section 9.08 hereof with respect to such Additional Credit Party, or as necessary under applicable law or as may be reasonably requested by Collateral Agent, in each of cases (A) and (IVB) deliver to secure its guaranty of the Guaranteed Obligations, and (v) if such Person leases any real property, using its commercially reasonable efforts to cause to be delivered a landlord waiver or estoppel letter with respect thereto in a form acceptable to the Collateral Agent; (b) if such Person is a Subsidiary (other than a Receivables Subsidiary) domiciled in Canada, shall cause such Person to become a Canadian Facility Guarantor by (i) executing a Joinder Agreement in substantially the same form as Exhibit 8.13, (ii) causing all of the Capital Stock of such Person owned by a Credit Party to be delivered to the Collateral Agent all legal opinions reasonably requested by (together with undated stock powers signed in blank) and pledged to the Collateral Agent to secure its parent's guaranty of the Guaranteed Obligations pursuant to an appropriate pledge agreement in substantially the form of the Canadian Pledge Agreement (or a modification to the existing Canadian Pledge Agreement) and otherwise in a form reasonably acceptable to the Collateral Agent, (iii) pledging all of its personal property assets located in Canada to the Collateral Agent to secure its guaranty of the Guaranteed Obligations pursuant to an appropriate security agreement in substantially the form of the Canadian Security Agreement (or a joinder to the existing Canadian Security Agreement) and otherwise in a form reasonably acceptable to the Collateral Agent, (iv) if such Person has any Subsidiaries domiciled in the United States or Canada or any Material Foreign Subsidiaries, (A) delivering all of the Capital Stock of such Subsidiaries owned by it (together with undated stock powers signed in blank) to the Collateral Agent and (B) executing an appropriate pledge agreement in substantially the form of the Canadian Pledge Agreement (or a joinder to the existing Canadian Pledge Agreement) and otherwise in a form acceptable to the Collateral Agent, in each of cases (A) and (B) to secure its guaranty of the Guaranteed Obligations, and (v) if such Person leases any real property, using its commercially reasonable efforts to cause to be delivered a landlord waiver or estoppel letter with respect to such Additional Credit Party relating thereto in a form acceptable to the matters described above covering matters similar to those covered in the opinions delivered on the Closing DateCollateral Agent; provided, however, that Borrower if such Person is prohibited by applicable Canadian federal or provincial corporate law from becoming a Canadian Facility Guarantor (as evidenced by an opinion of Canadian counsel to the Credit Parties delivered to the Administrative Agents), then this Section 8.13(b) shall use its commercially reasonable efforts not require such Person to obtain become a Canadian Facility Guarantor so long as such approvals for prohibition continues in effect, and if the extent to which such Person is permitted to guaranty the Canadian Credit Party Obligations is limited by applicable Canadian federal or provincial corporate law (as evidenced by an opinion of Canadian counsel to the Credit Parties delivered to the Administrative Agents), such Person shall, so long as such limitation continues in effect, be required under this Section 8.13(b) to guaranty such obligations only to the extent thereby permitted; and (c) if such Person is (i)(A) a Receivables Subsidiary domiciled in the United States and owned directly by one or more U.S. Credit Parties, (B) a Receivables Subsidiary domiciled in Canada and owned directly by one or more Canadian Credit Parties or (C) a Material Foreign Subsidiary owned directly by one or more Canadian Credit Parties, cause 100% of the Capital Stock of such Person to be pledged to the Collateral Agent and (ii) a Material Foreign Subsidiary owned directly by one or more U.S. Credit Parties, cause 65% of the Capital Stock of such Person to be pledged to the Collateral Agent, in each case in a manner reasonably acceptable to the Collateral Agent and to the extent that no materially adverse tax consequences would result therefrom. In each case, the Borrowers shall (A) deliver such other documentation as the Collateral Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, landlord's waivers, certified resolutions and other organizational and authorizing documents of such Person and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above and the attachment, perfection and validity of any Mortgage(sLiens created thereby), all in form, content and scope reasonably satisfactory to the Collateral Agent and (B) provide to the U.S. Administrative Agent (i) a new Schedule 7.15 which shall reflect the information regarding such new Subsidiary required by Section 7.15, and Lien(s(ii) (including if applicable, a new Schedule 2(a) to the appropriate Pledge Agreement which shall reflect the pledge of the Equity Interests Capital Stock of such new Subsidiary) to be granted by such Additional Credit Party and for the Guarantee of such Additional Credit Party as soon as reasonably practicable. All of the foregoing actions shall be at the sole cost and expense of the Credit Parties. Notwithstanding the foregoing in this Section 9.11 to the contrary, it is understood and agreed that no Lien(s), Mortgage(s) and/or Guarantee of the applicable Additional Credit Party shall be required to be granted or delivered at such time as provided in the paragraph above in this Section 9.11 as a result of such Lien(s), Mortgage(s) and/or Guarantee being prohibited (i) by the applicable Gaming Authorities, any other applicable Governmental Authorities or applicable Law; provided, however, that Borrower has used its commercially reasonable efforts to obtain such approvals for such Lien(s), Mortgage(s) and/or Guarantee or (ii) any Contractual Obligation (except to the extent superseded by the applicable provisions of the UCC).

Additional Credit Parties. Upon (a) As soon as practicable and in any event within 30 days after any Person becomes a Material Subsidiary, the Borrowers shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and shall (i) any Credit Party creating or acquiring any Subsidiary that if such Person is a Wholly Owned Restricted Domestic Subsidiary (other than any Excluded Subsidiary) after of a Credit Party, cause such Person to execute a Joinder Agreement in substantially the Closing Datesame form as Exhibit 7.12, (ii) any Wholly Owned Restricted cause 100% (if such Person is a Domestic Subsidiary of a Credit Party ceasing to be an Excluded Subsidiary (including, without limitation, an Immaterial Subsidiary being designated pursuant to Section 9.13 as an Excluded Immaterial SubsidiaryParty) or 65% (iii) any Revocation that results in an Unrestricted if such Person is a direct Foreign Subsidiary becoming a Wholly Owned Restricted Subsidiary (other than any Excluded Subsidiary) of a Credit Party Party) of the Capital Stock of such Person to be delivered to the Administrative Agent (such Wholly Owned Restricted Subsidiary referenced together with undated stock powers signed in clause blank (i)unless, (ii) or (iii) above, an “Additional Credit Party”)with respect to a Foreign Subsidiary, such Credit Party shall, assuming stock powers are deemed unnecessary by the Administrative Agent in its reasonable discretion under the law of the jurisdiction of incorporation of such Person)) and pledged to the extent that it does not violate any Gaming Law or assuming and Administrative Agent pursuant to an appropriate pledge agreement(s) in form acceptable to the extent it obtains the approval of the Gaming Authority to the extent such approval is required by applicable Gaming Laws (which Borrower hereby agrees to use commercially reasonable efforts to obtain), (A) cause each such Wholly Owned Restricted Subsidiary to promptly (but in any event within 45 days (or 95 days, in the event of any Discharge of any Indebtedness in connection with the acquisition of any such Subsidiary) after the later of such event described in clause (i), (ii) or (iii) above or receipt of such approval (or such longer period of time as Administrative Agent may agree and cause such Person to in its sole discretion), execute and deliver all such agreements, guarantees, documents and certificates (including Joinder Agreements, any amendments to other documentation as the Credit Documents, lien searches and a Perfection Certificate) as Administrative Agent may reasonably request in order connection with the foregoing, including, without limitation, appropriate certified resolutions and other organizational and authorizing documents of such Person, and favorable opinions of counsel to have such Wholly Owned Restricted Person all in form, content and scope reasonably satisfactory to the Administrative Agent. (b) As soon as practicable and in any event within 30 days after any date on which any Domestic Subsidiary become that does not individually constitute a Guarantor Material Subsidiary (a “Non-Material Domestic Subsidiary”), constitutes, in the aggregate with all other Non-Material Domestic Subsidiaries, more than 15% of the consolidated assets of Speedway Motorsports and (B)(I) execute its consolidated Subsidiaries as of the end of the immediately preceding fiscal quarter or generates, in the aggregate with all other Non-Material Domestic Subsidiaries, more than 15% of the Consolidated EBITDA of Speedway Motorsports and deliver to Collateral Agent such amendments to or additional Security Documents as Collateral Agent deems necessary or advisable in order to grant to Collateral Agent its consolidated Subsidiaries for the benefit period of four consecutive fiscal quarters ending as of the Secured Partiesend of the immediately preceding fiscal quarter (the “Threshold Requirement”), a perfected security interest in the Equity Interests of Borrowers shall provide the Administrative Agent with written notice thereof and cause such Additional Credit Party which are owned by any Credit Party and required Domestic Subsidiary to be pledged pursuant to the Security provide an executed Joinder Agreement, (II) deliver to Collateral Agent the certificates (if any) representing such Equity Interests together with in the case of such Equity Interests, undated stock powers endorsed in blank, (III) cause such Additional Credit Party to take such actions necessary or advisable (including executing and delivering a Joinder Agreement) to grant to Collateral Agent for the benefit of the Secured Parties, a perfected security interest in the collateral described in (subject to any requirements related deliveries set forth in clause (a)(ii) above, such that immediately after such joinder, the Security Agreement with respect remaining Non-Material Domestic Subsidiaries shall not exceed the Threshold Requirement. (c) Notwithstanding anything to limitations on grant of security interests in certain types of assets or Pledged Collateral and limitations or exclusions from the requirement to perfect Liens on such Pledged Collateral and excluding acts with respect to perfection of security interests and Liens not required undercontrary contained herein, the Borrowers will promptly provide, or excluded from the requirements under, the Security Agreement) the Security Agreement and all other Property (limited, in the case of any first-tier Foreign Subsidiary that is a CFC or any CFC Holdcocause to be provided, to 65% the Administrative Agent, an executed Joinder Agreement, together with the related deliveries set forth in clause (a)(ii) above, from any Subsidiary or Affiliate of Speedway Motorsports that gives a guaranty in respect of the voting Equity Interests and 100% of the non-voting Equity Interests of such Foreign Subsidiary or CFC Holdco) of such Additional Credit Party in accordance with the provisions of Section 9.08 hereof with respect to such Additional Credit Party, or as necessary under applicable law or as may be reasonably requested by Collateral Agent, and (IV) deliver to Collateral Agent all legal opinions reasonably requested by Collateral Agent with respect to such Additional Credit Party relating to the matters described above covering matters similar to those covered in the opinions delivered on the Closing Date; provided, however, that Borrower shall use its commercially reasonable efforts to obtain such approvals for any Mortgage(s) and Lien(s) (including pledge of the Equity Interests of such Subsidiary) to be granted by such Additional Credit Party and for the Guarantee of such Additional Credit Party as soon as reasonably practicable. All of the foregoing actions shall be at the sole cost and expense of the Credit Parties. Notwithstanding the foregoing in this Section 9.11 to the contrary, it is understood and agreed that no Lien(s), Mortgage(s) and/or Guarantee of the applicable Additional Credit Party shall be required to be granted or delivered at such time as provided in the paragraph above in this Section 9.11 as a result of such Lien(s), Mortgage(s) and/or Guarantee being prohibited (i) by the applicable Gaming Authorities, any other applicable Governmental Authorities or applicable Law; provided, however, that Borrower has used its commercially reasonable efforts to obtain such approvals for such Lien(s), Mortgage(s) and/or Guarantee or (ii) any Contractual Obligation (except to the extent superseded by the applicable provisions of the UCC)Senior Subordinated Notes.

Additional Credit Parties. Upon (i) In the event that any Credit Party creating person becomes a Significant Subsidiary, directly or acquiring any Subsidiary that is a Wholly Owned Restricted Subsidiary (other than any Excluded Subsidiary) indirectly, of the Borrower after the Closing Date, Date (ii) any Wholly Owned Restricted each such Significant Subsidiary of a Credit Party ceasing referred to be an Excluded Subsidiary (including, without limitation, an Immaterial Subsidiary being designated pursuant to Section 9.13 herein as an Excluded Immaterial Subsidiary) or (iii) any Revocation that results in an Unrestricted Subsidiary becoming a Wholly Owned Restricted Subsidiary (other than any Excluded Subsidiary) of a Credit Party (such Wholly Owned Restricted Subsidiary referenced in clause (i), (ii) or (iii) above, an “"Additional Credit Party”" and collectively as the "Additional Credit Parties"), then, promptly after such Credit Party shall, assuming and to the extent that it does not violate any Gaming Law or assuming and to the extent it obtains the approval person becomes a Significant Subsidiary of the Gaming Authority to Borrower, the extent Borrower shall notify the Administrative Agent and the Collateral Agent and shall cause such approval is required by applicable Gaming Laws (which Borrower hereby agrees to use commercially reasonable efforts to obtain), (A) cause each such Wholly Owned Restricted Significant Subsidiary to promptly (but in any event within 45 days (or 95 days, in the event of any Discharge of any Indebtedness in connection with the acquisition of any such Subsidiary) after the later of such event described in clause (i), (ii) or (iii) above or receipt of such approval (or such longer period of time as Administrative Agent may agree to in its sole discretion), execute and deliver all such agreements, guarantees, pledges, assignments, documents and certificates (including Joinder Agreements, any amendments to the Credit Related Documents, lien searches and a Perfection Certificate) as the Administrative Agent or the Collateral Agent may reasonably request and do such other acts and things as the Administrative Agent or the Collateral Agent may request in order to have such Wholly Owned Restricted Significant Subsidiary become guarantee the Obligations and grant to the Collateral Agent ratably on behalf of the Banks, a Guarantor duly perfected Lien (subject to no Liens other than Permitted Liens and (B)(ILiens expressly permitted by the applicable Security Documents) on all real property and personal property of such Significant Subsidiary and effect fully the purposes of this Agreement and the other Related Documents and to provide for payment of the Obligations in accordance with the terms of this Agreement and the other Related Documents. Without limiting the generality of the foregoing, in such event, such Additional Credit Party shall execute and deliver to the Administrative Agent or the Collateral Agent such amendments to or additional Agent, as appropriate, all Security Documents as the Administrative Agent or the Collateral Agent deems may deem necessary or advisable in order appropriate to grant to the Collateral Agent for the benefit of the Secured Parties, a perfected security interest in the Equity Interests all property of such Additional Credit Party which are owned by any that would have constituted Collateral if such Significant Subsidiary were a Credit Party and required to be pledged pursuant to the Security Agreement, (II) deliver to Collateral Agent the certificates (if any) representing such Equity Interests together with in the case of such Equity Interests, undated stock powers endorsed in blank, (III) cause such Additional Credit Party to take such actions necessary or advisable (including executing and delivering a Joinder Agreement) to grant to Collateral Agent for the benefit of the Secured Parties, a perfected security interest in the collateral described in (subject to any requirements set forth in the Security Agreement with respect to limitations on grant of security interests in certain types of assets or Pledged Collateral and limitations or exclusions from the requirement to perfect Liens on such Pledged Collateral and excluding acts with respect to perfection of security interests and Liens not required under, or excluded from the requirements under, the Security Agreement) the Security Agreement and all other Property (limited, in the case of any first-tier Foreign Subsidiary that is a CFC or any CFC Holdco, to 65% of the voting Equity Interests and 100% of the non-voting Equity Interests of such Foreign Subsidiary or CFC Holdco) of such Additional Credit Party in accordance with the provisions of Section 9.08 hereof with respect to such Additional Credit Party, or as necessary under applicable law or as may be reasonably requested by Collateral Agent, and (IV) deliver to Collateral Agent all legal opinions reasonably requested by Collateral Agent with respect to such Additional Credit Party relating to the matters described above covering matters similar to those covered in the opinions delivered on the Closing Date; provided. For the purposes of this Section 6.14, howeverKAP Investments Inc. will be deemed to become a Significant Subsidiary (and shall no longer be an Unrestricted Subsidiary) on May 31, that 1998 unless the Borrower shall use its commercially reasonable efforts have acquired and retired to obtain such approvals for any Mortgage(s) and Lien(s) (including pledge treasury all capital stock of the Equity Interests of Borrower owned by KAP Investments Inc. prior to such Subsidiary) to be granted by such Additional Credit Party and for the Guarantee of such Additional Credit Party as soon as reasonably practicable. All of the foregoing actions shall be at the sole cost and expense of the Credit Parties. Notwithstanding the foregoing in this Section 9.11 to the contrary, it is understood and agreed that no Lien(s), Mortgage(s) and/or Guarantee of the applicable Additional Credit Party shall be required to be granted or delivered at such time as provided in the paragraph above in this Section 9.11 as a result of such Lien(s), Mortgage(s) and/or Guarantee being prohibited (i) by the applicable Gaming Authorities, any other applicable Governmental Authorities or applicable Law; provided, however, that Borrower has used its commercially reasonable efforts to obtain such approvals for such Lien(s), Mortgage(s) and/or Guarantee or (ii) any Contractual Obligation (except to the extent superseded by the applicable provisions of the UCC)date.

Additional Credit Parties. Upon (i) At the time any Credit Party creating or acquiring any Subsidiary that is Person becomes a Wholly Owned Restricted Subsidiary (other than any Excluded Subsidiary) after the Closing Date, (ii) any Wholly Owned Restricted direct Subsidiary of a Credit Party ceasing to be an Excluded Subsidiary (includingor at the time any Person that is not a Guarantor hereunder becomes a guarantor under the Floating Rate Indenture or the Subordinated Indenture, without limitation, an Immaterial Subsidiary being designated pursuant to Section 9.13 as an Excluded Immaterial Subsidiary) or (iii) any Revocation that results in an Unrestricted Subsidiary becoming a Wholly Owned Restricted Subsidiary (other than any Excluded Subsidiary) of a Credit Party (such Wholly Owned Restricted Subsidiary referenced in clause (i), (ii) or (iii) above, an “Additional Credit Party”), such Credit Party shall, assuming the Borrower shall so notify the Agent and to the extent that it does not violate any Gaming Law or assuming and to the extent it obtains the approval of the Gaming Authority to the extent such approval is required by applicable Gaming Laws (which Borrower hereby agrees to use commercially reasonable efforts to obtain), (A) cause each such Wholly Owned Restricted Subsidiary to promptly thereafter (but in any event within 45 30 days after the date thereof) shall cause such Person to (a) if such Person is a Domestic Subsidiary or 95 daysif such Person has become a guarantor under the Floating Rate Indenture or the Subordinated Indenture, execute a Joinder Agreement in substantially the event same form as Exhibit 7.13, (b) cause all of any Discharge the Capital Stock of any Indebtedness in connection with the acquisition of any such Person (if such Person is a Domestic Subsidiary) after or 65% of the later Capital Stock of such event described Person (if such Person is a Material Foreign Subsidiary) to be delivered to the Agent (together with undated stock powers signed in clause blank) and pledged to the Agent pursuant to an appropriate pledge agreement in substantially the form of the Pledge Agreement and otherwise in a form acceptable to the Agent, (c) if such Person is a Domestic Subsidiary, pledge all of its assets to the Lenders pursuant to a security agreement in substantially the form of the Security Agreement and otherwise in a form acceptable to the Agent, (d) if such Person is a Domestic Subsidiary and has any Subsidiaries, (i), ) deliver all of the Capital Stock of such Domestic Subsidiaries and 65% of the Capital Stock of such Material Foreign Subsidiaries (together with undated stock powers signed in blank) to the Agent and (ii) or (iii) above or receipt execute a pledge agreement in substantially the form of such approval (or such longer period of time as Administrative Agent may agree to the Pledge Agreement and otherwise in its sole discretion), execute and deliver all such agreements, guarantees, documents and certificates (including Joinder Agreements, any amendments a form acceptable to the Credit DocumentsAgent, lien searches and a Perfection Certificate(e) deliver such other documentation as Administrative the Agent may reasonably request in order connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, landlord waivers, certified resolutions and other organizational and authorizing documents of such Person and favorable opinions of counsel to have such Wholly Owned Restricted Subsidiary become a Guarantor Person (which shall cover, among other things, the legality, validity, binding effect and (B)(I) execute and deliver to Collateral Agent such amendments to or additional Security Documents as Collateral Agent deems necessary or advisable in order to grant to Collateral Agent for the benefit enforceability of the Secured Partiesdocumentation referred to above), a perfected security interest all in the Equity Interests of such Additional Credit Party which are owned by any Credit Party form, content and required to be pledged pursuant scope reasonably satisfactory to the Security Agreement, (II) deliver to Collateral Agent the certificates (if any) representing such Equity Interests together with in the case of such Equity Interests, undated stock powers endorsed in blank, (III) cause such Additional Credit Party to take such actions necessary or advisable (including executing and delivering a Joinder Agreement) to grant to Collateral Agent for the benefit of the Secured Parties, a perfected security interest in the collateral described in (subject to any requirements set forth in the Security Agreement with respect to limitations on grant of security interests in certain types of assets or Pledged Collateral and limitations or exclusions from the requirement to perfect Liens on such Pledged Collateral and excluding acts with respect to perfection of security interests and Liens not required under, or excluded from the requirements under, the Security Agreement) the Security Agreement and all other Property (limited, in the case of any first-tier Foreign Subsidiary that is a CFC or any CFC Holdco, to 65% of the voting Equity Interests and 100% of the non-voting Equity Interests of such Foreign Subsidiary or CFC Holdco) of such Additional Credit Party in accordance with the provisions of Section 9.08 hereof with respect to such Additional Credit Party, or as necessary under applicable law or as may be reasonably requested by Collateral Agent, and (IV) deliver to Collateral Agent all legal opinions reasonably requested by Collateral Agent with respect to such Additional Credit Party relating to the matters described above covering matters similar to those covered in the opinions delivered on the Closing Date; provided, however, that Borrower shall use its commercially reasonable efforts to obtain such approvals for any Mortgage(s) and Lien(s) (including pledge of the Equity Interests of such Subsidiary) to be granted by such Additional Credit Party and for the Guarantee of such Additional Credit Party as soon as reasonably practicable. All of the foregoing actions shall be at the sole cost and expense of the Credit Parties. Notwithstanding the foregoing in this Section 9.11 to the contrary, it is understood and agreed that no Lien(s), Mortgage(s) and/or Guarantee of the applicable Additional Credit Party shall be required to be granted or delivered at such time as provided in the paragraph above in this Section 9.11 as a result of such Lien(s), Mortgage(s) and/or Guarantee being prohibited (i) by the applicable Gaming Authorities, any other applicable Governmental Authorities or applicable Law; provided, however, that Borrower has used its commercially reasonable efforts to obtain such approvals for such Lien(s), Mortgage(s) and/or Guarantee or (ii) any Contractual Obligation (except to the extent superseded by the applicable provisions of the UCC).

Additional Credit Parties. Upon (i) At the time any Credit Party creating or acquiring any Subsidiary that is Person becomes a Wholly Owned Restricted Subsidiary (other than any Excluded Subsidiary) after the Closing Date, (ii) any Wholly Owned Restricted Subsidiary of a Credit Party ceasing to be an Excluded Subsidiary (includingParty, without limitation, an Immaterial Subsidiary being designated pursuant to Section 9.13 as an Excluded Immaterial Subsidiary) or (iii) any Revocation that results in an Unrestricted Subsidiary becoming a Wholly Owned Restricted Subsidiary (other than any Excluded Subsidiary) of a Credit Party (such Wholly Owned Restricted Subsidiary referenced in clause (i), (ii) or (iii) above, an “Additional Credit Party”), such Credit Party shall, assuming the Borrowers shall so notify the Administrative Agent and to the extent that it does not violate any Gaming Law or assuming and to the extent it obtains the approval of the Gaming Authority to the extent such approval is required by applicable Gaming Laws (which Borrower hereby agrees to use commercially reasonable efforts to obtain), (A) cause each such Wholly Owned Restricted Subsidiary to promptly thereafter (but in any event within 45 30 days after the date thereof) shall cause such Person to (a) if it is a Domestic Subsidiary, execute a Joinder Agreement in substantially the same form as Exhibit 7.13, (b) cause all of the capital stock of such Person (if it is a Domestic Subsidiary) or 65% of the capital stock of such Person (if it is a First Tier Foreign Subsidiary) to be delivered to the Collateral Agent (together with undated stock powers signed in blank) and pledged to the Collateral Agent pursuant to an appropriate pledge agreement in substantially the form of the Pledge Agreement (or 95 daysa joinder to the existing Pledge Agreement) and otherwise in a form reasonably acceptable to the Collateral Agent, (c) if such Person is a Domestic Subsidiary, pledge all of its assets to the Collateral Agent pursuant to a security agreement in substantially the event form of the Security Agreement (or a joinder to the existing Security Agreement) and otherwise in a form reasonably acceptable to the Collateral Agent, and (d) if such Person is a Domestic Subsidiary and has any Discharge Subsidiaries, (A) deliver all of any Indebtedness in connection with the acquisition of any such Subsidiary) after the later capital stock of such event described Domestic Subsidiaries owned by it and 65% of the stock of the First Tier Foreign Subsidiaries owned by it (together with undated stock powers signed in clause blank) to the Collateral Agent and (i)B) execute a pledge agreement in substantially the form of the Pledge Agreement (or a joinder to the existing Pledge Agreement) and otherwise in a form acceptable to the Collateral Agent, (iie) if such Person is a Domestic Subsidiary and owns or (iii) above leases any real property, execute any and all necessary mortgages, deeds of trust, deeds to secure debt or receipt of such approval other appropriate real estate collateral documentation in a form acceptable to the Collateral Agent (or such longer period of time as Administrative Agent may agree cause to be delivered in its sole discretion), execute and deliver all such agreements, guarantees, documents and certificates (including Joinder Agreements, any amendments a commercially reasonable manner a landlord waiver or estoppel letter with respect thereto in a form acceptable to the Credit Documents, lien searches Collateral Agent) and a Perfection Certificate(f) deliver such other documentation as Administrative the Collateral Agent may reasonably request in order connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, environmental reports, landlord's waivers, certified resolutions and other organizational and authorizing documents of such Person and favorable opinions of counsel to have such Wholly Owned Restricted Subsidiary become a Guarantor Person (which shall cover, among other things, the legality, validity, binding effect and (B)(I) execute and deliver to Collateral Agent such amendments to or additional Security Documents as Collateral Agent deems necessary or advisable in order to grant to Collateral Agent for the benefit enforceability of the Secured Partiesdocumentation referred to above), a perfected security interest all in the Equity Interests of such Additional Credit Party which are owned by any Credit Party form, content and required to be pledged pursuant scope reasonably satisfactory to the Security Agreement, (II) deliver to Collateral Agent the certificates (if any) representing such Equity Interests together with in the case of such Equity Interests, undated stock powers endorsed in blank, (III) cause such Additional Credit Party to take such actions necessary or advisable (including executing and delivering a Joinder Agreement) to grant to Collateral Agent for the benefit of the Secured Parties, a perfected security interest in the collateral described in (subject to any requirements set forth in the Security Agreement with respect to limitations on grant of security interests in certain types of assets or Pledged Collateral and limitations or exclusions from the requirement to perfect Liens on such Pledged Collateral and excluding acts with respect to perfection of security interests and Liens not required under, or excluded from the requirements under, the Security Agreement) the Security Agreement and all other Property (limited, in the case of any first-tier Foreign Subsidiary that is a CFC or any CFC Holdco, to 65% of the voting Equity Interests and 100% of the non-voting Equity Interests of such Foreign Subsidiary or CFC Holdco) of such Additional Credit Party in accordance with the provisions of Section 9.08 hereof with respect to such Additional Credit Party, or as necessary under applicable law or as may be reasonably requested by Collateral Agent, and (IV) deliver to Collateral Agent all legal opinions reasonably requested by Collateral Agent with respect to such Additional Credit Party relating to the matters described above covering matters similar to those covered in the opinions delivered on the Closing Date; provided, however, that Borrower shall use its commercially reasonable efforts to obtain such approvals for any Mortgage(s) and Lien(s) (including pledge of the Equity Interests of such Subsidiary) to be granted by such Additional Credit Party and for the Guarantee of such Additional Credit Party as soon as reasonably practicable. All of the foregoing actions shall be at the sole cost and expense of the Credit Parties. Notwithstanding the foregoing in this Section 9.11 to the contrary, it is understood and agreed that no Lien(s), Mortgage(s) and/or Guarantee of the applicable Additional Credit Party shall be required to be granted or delivered at such time as provided in the paragraph above in this Section 9.11 as a result of such Lien(s), Mortgage(s) and/or Guarantee being prohibited (i) by the applicable Gaming Authorities, any other applicable Governmental Authorities or applicable Law; provided, however, that Borrower has used its commercially reasonable efforts to obtain such approvals for such Lien(s), Mortgage(s) and/or Guarantee or (ii) any Contractual Obligation (except to the extent superseded by the applicable provisions of the UCC).