Common use of Additional Loan Parties Clause in Contracts

Additional Loan Parties. Notify the Administrative Agent promptly after any Person becomes a Wholly Owned Subsidiary, and promptly thereafter (and in any event within thirty (30) days (or such longer period of time as may be agreed to by the Administrative Agent in its reasonable discretion)) (a) cause any such Person that is a Domestic Subsidiary to (i) (A) become a Borrower, if such Person is a Domestic Subsidiary that owns assets of the type included in the Borrowing Base or (B) become a Guarantor, if such Person is a Domestic Subsidiary that does not own assets of the type included in the Domestic Borrowing Base, by executing and delivering to the Administrative Agent a Joinder Agreement or such other document as the Administrative Agent shall deem appropriate for such purpose, (ii) ▇▇▇▇▇ ▇ ▇▇▇▇ to the Collateral Agent on such Person’s assets to secure the Obligations, and (iii) deliver to the Administrative Agent documents of the types referred to in Sections 4.01(a)(iii), 4.01(a)(iv) and 4.01(a)(xiii) and at the reasonably request of the Administrative Agent, customary opinions of counsel to such Person as to such matters concerning such Person and the Loan Documents as the Administrative Agent may reasonably request, and (b) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any Loan Party, cause such Loan Party to pledge such Equity Interests and promissory notes evidencing such Indebtedness (if any) (except that, if such Subsidiary is a CFC, the Equity Interests of such Subsidiary to be pledged may be limited to 65% of the outstanding voting Equity Interests of such Subsidiary and 100% of the non-voting Equity Interests of such Subsidiary and such time period may be extended based on local law or practice), in each case in form, content and scope reasonably satisfactory to the Administrative Agent. For the avoidance of doubt, no assets of a CFC, and no Equity Interests of a Subsidiary of any CFC, shall be required to be pledged under this Section 6.12. In no event shall compliance with this Section 6.12 waive or be deemed a waiver or Consent to any transaction giving rise to the need to comply with this Section 6.12 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower or permit the inclusion of any acquired assets in the computation of the Borrowing Base.

Additional Loan Parties. Notify the Administrative Agent promptly after Upon (i) any Person becomes Loan Party creating or acquiring any Subsidiary that is a Wholly Owned wholly-owned Restricted Subsidiary (other than an Immaterial Subsidiary, and a FSHCO or a Foreign Subsidiary) after the Closing Date, (ii) any Subsidiary that is a Restricted Subsidiary of a Loan Party ceasing to be an Immaterial Subsidiary, ceasing to be a FSHCO or ceasing to be a Foreign Subsidiary, or (iii) any Subsidiary that is an Unrestricted Subsidiary becoming a wholly-owned Restricted Subsidiary (other than an Immaterial Subsidiary, a FSHCO or a Foreign Subsidiary) pursuant to Section 6.11, such Loan Party shall, to the extent that it does not violate any Gaming Law or, if necessary, has received the approval of the applicable Gaming Authority, (A) cause each such Restricted Subsidiary (other than an Immaterial Subsidiary, a FSHCO or a Foreign Subsidiary) to promptly thereafter (and but in any event within thirty 90 days after the later of such event described in clause (30i); (ii) days or (iii) above or receipt of such approval (or such longer period of time as may be agreed to by the Administrative Agent may agree to in its reasonable discretiondiscretion or as required to obtain any necessary Gaming Approval)) (a) cause any , execute and deliver a Guaranty and all such Person that is a Domestic other documents and certificates as Administrative Agent may reasonably request in order to have such Restricted Subsidiary to (i) (A) become a Borrower, if such Person is a Domestic Subsidiary that owns assets of the type included in the Borrowing Base or Guarantor and (B) become a Guarantor, if such Person is a Domestic Subsidiary that does not own assets of the type included in the Domestic Borrowing Base, by executing and delivering to the Administrative Agent a Joinder Agreement or such other document as the Administrative Agent shall deem appropriate for such purpose, (ii) ▇▇▇▇▇ ▇ ▇▇▇▇ to the Collateral Agent on such Person’s assets to secure the Obligations, and (iii) deliver to the Administrative Agent documents of the types referred to in Sections 4.01(a)(iii), 4.01(a)(iv) and 4.01(a)(xiii) and at the all legal opinions reasonably request of the Administrative Agent, customary opinions of counsel to such Person as to such matters concerning such Person and the Loan Documents as requested by the Administrative Agent may reasonably requestrelating to the matters described above covering matters similar to those covered in the opinions delivered on the Closing Date with respect to such Guarantor; provided that, and (b) if notwithstanding anything in this Section 6.08 to the contrary, any Equity Interests or Immaterial Subsidiary that is a guarantor of any Material Indebtedness of such Person are owned by the Borrower or on behalf of any Loan Party, cause such Loan Party to pledge such Equity Interests and promissory notes evidencing such Indebtedness (if any) (except that, if such Subsidiary is a CFC, the Equity Interests of such Subsidiary to be pledged may be limited to 65% of the outstanding voting Equity Interests of such Subsidiary and 100% of the non-voting Equity Interests of such Subsidiary and such time period may be extended based on local law or practice), in each case in form, content and scope reasonably satisfactory to the Administrative Agent. For the avoidance of doubt, no assets of a CFC, and no Equity Interests of a Subsidiary of any CFC, Restricted Subsidiaries shall be required to be pledged under a Guarantor until such time as its guaranty of such Material Indebtedness is released (at which time it shall be released by the Administrative Agent from the Guaranty on the request of the Borrower without further action by the Creditor Parties). To the extent approvals of any Gaming Authorities for any actions required by this Section 6.12. In no event shall compliance with this Section 6.12 waive or be deemed a waiver or Consent are required by applicable Gaming Laws, the Borrower and/or applicable Loan Party shall, at their own expense, use commercially reasonable efforts to any transaction giving rise promptly (as reasonably determined by the Borrower in good faith) apply for and to the need to comply with this Section 6.12 if pursue such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower or permit the inclusion of any acquired assets in the computation of the Borrowing Baseapprovals.

Additional Loan Parties. Notify the Administrative Agent promptly after at the time that any Person becomes a Wholly Owned Subsidiary, and promptly thereafter (and in any event within thirty fifteen (3015) days (or such longer period of time as may be agreed to by the Administrative Agent in its reasonable discretiondays)) (a) , cause any such Person that (a) which is not a Domestic Subsidiary CFC, to (i) (A) become a Borrower, if such Person is a Domestic Subsidiary that owns assets of the type included in the Borrowing Base or (B) become a Guarantor, if such Person is a Domestic Subsidiary that does not own assets of the type included in the Domestic Borrowing Base, Loan Party by executing and delivering to the Administrative Agent a Joinder Agreement or a counterpart of the Facility Guaranty or such other document as the Administrative Agent shall deem appropriate for such purpose, (ii) ▇▇▇▇▇ ▇ ▇▇▇▇ to the Collateral Administrative Agent on such Person’s assets of the type included in the Collateral to secure the Obligations, and (iii) deliver to the Administrative Agent documents of the types referred to in Sections 4.01(a)(iii), 4.01(a)(ivclauses (iii) and 4.01(a)(xiii(iv) of Section 4.01(a) and at the reasonably request of the Administrative Agent, customary favorable opinions of counsel to such Person as (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to such matters concerning such Person and the Loan Documents as the Administrative Agent may reasonably requestin clause (a)), and (b) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any Loan Party, cause such Loan Party to pledge such Equity Interests and promissory notes evidencing such Indebtedness (if any) (except that, if such Subsidiary is a CFC, the Equity Interests of such Subsidiary to be pledged may be limited to sixty-five percent (65% %) of the outstanding voting Equity Interests of such Subsidiary and one hundred percent (100% %) of the non-voting Equity Interests of such Subsidiary and such time period may be extended based on local law or practice), in each case in form, content and scope reasonably satisfactory to the Administrative Agent. For the avoidance of doubt, no assets of a CFC, and no Equity Interests of a Subsidiary of any CFC, shall be required to be pledged under this Section 6.12. In no event shall compliance with this Section 6.12 waive or be deemed a waiver or Consent to any transaction giving rise to the need to comply with this Section 6.12 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower or permit the inclusion of any acquired assets in the computation of the Borrowing Base. Notwithstanding the foregoing provisions of this Section 6.12, the parties hereto acknowledge and agree that ▇▇▇▇▇ Mart Air, Inc. shall not be required to become a Loan Party as long as Borrowers are in compliance with the requirements of Section 7.16.

Additional Loan Parties. Notify In accordance with the Administrative Agent promptly after any Person becomes a terms of this Section 6.12, cause each Wholly Owned Unrestricted Subsidiary of the Parent (other than the Borrower) to be a Guarantor hereunder, other than each Wholly Owned Unrestricted Subsidiary that, when taken together with all other Wholly Owned Unrestricted Subsidiaries of the Parent that are not Guarantors, is not a Significant Subsidiary, and promptly thereafter (. Promptly and in any event within thirty 10 Business Days following the date the Loan Parties become aware that one or more Wholly Owned Unrestricted Subsidiaries which are not Guarantors constitute a Significant Subsidiary (30and in no event later than 10 Business Days after the date the Loan Parties deliver a schedule as required by Section 6.02(b) days (demonstrating that one or such longer period of time as may be agreed to by more Wholly Owned Unrestricted Subsidiaries which are not Guarantors constitute a Significant Subsidiary), the Administrative Agent in its reasonable discretion)) (a) cause any such Person that is a Domestic Subsidiary to Loan Parties shall (i) (A) become cause one or more Wholly Owned Unrestricted Subsidiaries that are not already a Borrower, if such Person is Loan Party to execute a Domestic Subsidiary that owns assets of joinder agreement to the type included Guaranty in the Borrowing Base or (B) become a Guarantor, if such Person is a Domestic Subsidiary that does not own assets of the type included in the Domestic Borrowing Base, by executing form and delivering substance reasonably satisfactory to the Administrative Agent such that the Wholly Owned Unrestricted Subsidiaries of the Parent which continue to not be Guarantors do not constitute a Joinder Agreement or such other document as the Administrative Agent shall deem appropriate for such purposeSignificant Subsidiary, (ii) ▇▇▇▇▇ ▇ ▇▇▇▇ to the Collateral Agent on such Person’s assets to secure the Obligations, and (iii) deliver to the Administrative Agent documents of the types referred to items referenced in Sections 4.01(a)(iiiclauses (iv), 4.01(a)(iv(v) and 4.01(a)(xiii(vi) and at the reasonably request of the Administrative Agent, customary opinions subsection (a) of counsel Article IV with respect to such Person as to such matters concerning each such Person and the Loan Documents as (iii) provide the Administrative Agent may reasonably request, and (b) if any Equity Interests or Indebtedness of with the U.S. taxpayer identification for each such Person are owned by (or on behalf of the equivalent thereof, in the event any Loan Party, cause such Loan Party to pledge such Equity Interests and promissory notes evidencing such Indebtedness (if any) (except that, if such Subsidiary Person is a CFC, not organized under the Equity Interests of such Subsidiary to be pledged may be limited to 65% laws of the outstanding voting Equity Interests United States, any State thereof or the District of such Subsidiary and 100% of the non-voting Equity Interests of such Subsidiary and such time period may be extended based on local law or practiceColumbia), in each case in form, content and scope reasonably satisfactory to the Administrative Agent. For the avoidance of doubt, no assets of a CFC, and no Equity Interests of a Subsidiary of any CFC, shall be required to be pledged under this Section 6.12. In no event shall compliance with this Section 6.12 waive or be deemed a waiver or Consent to any transaction giving rise to the need to comply with this Section 6.12 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower or permit the inclusion of any acquired assets in the computation of the Borrowing Base.

Additional Loan Parties. Notify the Administrative Agent promptly after at the time that any Person becomes a Wholly Owned Subsidiary, and promptly thereafter (and in any event within thirty fifteen (3015) days (days) or such longer period of time as may be agreed to by which the Administrative Agent may agree in its reasonable discretionwriting)) (a) , cause any such Person that (a) which is not a Domestic Subsidiary CFC, to (i) (A) become a Borrower, if such Person is a Domestic Subsidiary that owns assets of the type included in the Borrowing Base or (B) become a Guarantor, if such Person is a Domestic Subsidiary that does not own assets of the type included in the Domestic Borrowing Base, Loan Party by executing and delivering to the Administrative Agent a Joinder Agreement or such other document as the Administrative Agent shall deem appropriate for such purpose, (ii) ▇▇▇▇▇ ▇ ▇▇▇▇ to the Collateral Agent on such Person’s assets to secure the ObligationsObligations (subject to any applicable exclusions contained in the Security Documents), and (iii) iii deliver to the Administrative Agent documents of the types referred to in Sections 4.01(a)(iii), 4.01(a)(ivclauses (iii) and 4.01(a)(xiii(iv) of Section 4.01(a) and at the reasonably request of the Administrative Agent, customary favorable opinions of counsel to such Person as (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to such matters concerning such Person and the Loan Documents as the Administrative Agent may reasonably requestin clause (a)), and (b) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any Loan Party, cause such Loan Party to pledge such Equity Interests and promissory notes evidencing such Indebtedness (if any) (except that, if such Subsidiary is a CFC, the Equity Interests of such Subsidiary to be pledged may be limited to 65% of the outstanding voting Equity Interests of such Subsidiary and 100% of the non-voting Equity Interests of such Subsidiary and such time period may be extended based on local law or practice), in each case in form, content and scope reasonably satisfactory to the Administrative Agent. For the avoidance of doubt, no assets of a CFC, and no Equity Interests of a Subsidiary of any CFC, shall be required to be pledged under this Section 6.12. In no event shall compliance with this Section 6.12 waive or be deemed a waiver or Consent to any transaction giving rise to the need to comply with this Section 6.12 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower or permit the inclusion of any acquired assets in the computation of the Borrowing Base.

Additional Loan Parties. Notify Upon (i) any Loan Party creating or acquiring any Subsidiary that is a wholly-owned Restricted Subsidiary (other than an Excluded Subsidiary) after the Administrative Agent promptly after Closing Date (including, without limitation, upon the formation of any Person becomes Subsidiary that is a Wholly Owned Delaware Divided LLC), (ii) any Subsidiary that is a Restricted Subsidiary of a Loan Party ceasing to be an Excluded Subsidiary, and or (iii) any Subsidiary that is an Unrestricted Subsidiary becoming a wholly-owned Restricted Subsidiary (other than an Excluded Subsidiary) pursuant to Section 6.10, such Loan Party shall, to the extent that it does not violate any Gaming Law or, if necessary, is approved by the Gaming Authority, (A) cause each such Subsidiary that is a Restricted Subsidiary (other than an Excluded Subsidiary) to promptly thereafter (and but in any event within thirty 180 days after the later of such event described in clause (30i), (ii) days or (iii) above or receipt of such approval (or such longer period of time as may be agreed to by the Administrative Agent may agree to in its reasonable discretiondiscretion or as required to obtain any necessary Gaming Approval)) (a) cause any , execute and deliver a Guaranty and all such Person that is a Domestic other documents and certificates as Administrative Agent may reasonably request in order to have such Restricted Subsidiary to (i) (A) become a Borrower, if such Person is a Domestic Subsidiary that owns assets of the type included in the Borrowing Base or (B) become a Guarantor, if such Person is a Domestic Subsidiary that does not own assets of the type included in the Domestic Borrowing Base, by executing and delivering to the Administrative Agent a Joinder Agreement or such other document as the Administrative Agent shall deem appropriate for such purpose, (ii) ▇▇▇▇▇ ▇ ▇▇▇▇ to the Collateral Agent on such Person’s assets to secure the Obligations, and (iiiB) deliver to the Administrative Agent documents an opinion of the types referred to in Sections 4.01(a)(iii)Milbank LLP, 4.01(a)(iv) and 4.01(a)(xiii) and at the reasonably request of the Administrative Agent, customary opinions of counsel to such Person as to such matters concerning such Person and the Loan Documents as Parties, and of local counsel to the Loan Parties in each jurisdiction in which the Loan Parties are formed, addressed to the Administrative Agent may reasonably requestand each Lender relating to the matters described above covering matters similar to those covered in the opinions delivered on the Closing Date and those covered in the collateral-related opinions delivered on the First Amendment Effective Date with respect to such Guarantor; provided that, and (b) if notwithstanding anything in this Section 6.08 to the contrary, any Equity Interests or Excluded Subsidiary that is a guarantor of any Material Indebtedness of such Person are owned by the Borrowers or on behalf of any Loan Party, cause such Loan Party to pledge such Equity Interests and promissory notes evidencing such Indebtedness (if any) (except that, if such Subsidiary is a CFC, the Equity Interests of such Subsidiary to be pledged may be limited to 65% of the outstanding voting Equity Interests of such Subsidiary and 100% of the non-voting Equity Interests of such Subsidiary and such time period may be extended based on local law or practice), in each case in form, content and scope reasonably satisfactory to the Administrative Agent. For the avoidance of doubt, no assets of a CFC, and no Equity Interests of a Subsidiary of any CFC, Restricted Subsidiaries shall only be required to be pledged under a Guarantor until such time as its guaranty of such Material Indebtedness is released (at which time it shall be released by the Administrative Agent from the Guaranty on the request of the Company without further action by the Creditor Parties). To the extent approvals of any Gaming Authorities for any actions required by this Section 6.12. In no event shall compliance with this Section 6.12 waive or be deemed a waiver or Consent are required by applicable Gaming Laws, the Company and/or applicable Loan Party shall, at their own expense, use commercially reasonable efforts to any transaction giving rise to the need to comply with this Section 6.12 if promptly apply for and thereafter pursue such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower or permit the inclusion of any acquired assets in the computation of the Borrowing Baseapprovals.

Additional Loan Parties. (a) Notify the Administrative Agent promptly after any Person becomes a Domestic Subsidiary that is a Wholly Owned Subsidiary of any Domestic Loan Party (other than any Immaterial Subsidiary), and promptly thereafter (and in any event within thirty (30) days (or such longer period of time as the Agents may be agreed to by the Administrative Agent in its reasonable discretionagree)) , (a) cause any such Person Domestic Subsidiary that is a Domestic Wholly Owned Subsidiary (other than any Immaterial Subsidiary) to (i) (A) become a Borrower, if such Person is a Domestic Subsidiary that owns assets of the type included in the Borrowing Base Borrower or (B) become a Guarantor, if such Person is a Domestic Subsidiary that does not own assets of the type included in the Domestic Borrowing Base, Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement Agreement, and, in the case of a Guarantor, a Facility Guaranty (or such other document as the Administrative Agent shall deem appropriate for such purposea counterpart or supplement thereto), (ii) ▇▇▇▇▇ ▇ ▇▇▇▇ to the Collateral Administrative Agent on such Person’s assets to secure the Obligationsextent required by the Security Documents, and (iii) deliver to the Administrative Agent documents of the types referred to in Sections 4.01(a)(iiiclauses (iii), 4.01(a)(iv(iv), (xiv) and 4.01(a)(xiii(xv) and at the reasonably request of Section 4.01(a) and, if requested by the Administrative Agent, customary opinions of counsel to such Person as (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to such matters concerning such Person and the Loan Documents as the Administrative Agent may reasonably requestin clause (a)), and (b) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any Domestic Loan Party, cause such Domestic Loan Party to shall pledge such Equity Interests and promissory notes evidencing such Indebtedness (if any) (except that, if such Subsidiary is a CFC, the Equity Interests of such Subsidiary will not be required to be pledged pledged), in the manner and format required by the Pledge Agreement; provided that, no Equity Interests of any Foreign Subsidiary which is not a Canadian Loan Party shall be required to be pledged. (b) Notify the Canadian Agent promptly after any Person becomes a Canadian Subsidiary that is a Wholly Owned Subsidiary of any Canadian Loan Party (other than any Immaterial Subsidiary), and promptly thereafter (and in any event within thirty (30) days or such longer period as the Canadian Agent may be limited agree), (a) cause any such Canadian Subsidiary that is a Wholly Owned Subsidiary (other than any Immaterial Subsidiary) to 65% (i) become a Guarantor of the outstanding voting Canadian Liabilities by executing and delivering to the Canadian Agent a Joinder Agreement and a Facility Guaranty (or a counterpart or supplement thereto), (ii) ▇▇▇▇▇ ▇ ▇▇▇▇ to the Canadian Agent on such Person’s assets to secure the Canadian Liabilities by executing and delivering to the Canadian Agent Canadian Security Documents, to the extent required by the Security Documents, and (iii) deliver to the Canadian Agent documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a) and, if requested by the Canadian Agent, customary opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)), and (b) if any Equity Interests or Indebtedness of such Person are owned by any Canadian Loan Party, such Canadian Loan Party shall pledge such Equity Interests and promissory notes evidencing such Indebtedness (if any) (except that, if such Subsidiary is a CFC, the Equity Interests of such Subsidiary will not be required to be pledged), in the manner and 100% of format required by the non-voting Pledge Agreement; provided that, no Equity Interests of such any Foreign Subsidiary and such time period may be extended based on local law or practice), in each case in form, content and scope reasonably satisfactory to the Administrative Agent. For the avoidance of doubt, no assets of which is not a CFCCanadian Loan Party, and no Equity Interests of a Subsidiary any unlimited company incorporated or amalgamated and existing under the laws of any CFCthe Province of Nova Scotia, shall be required to be pledged under this Section 6.12. pledged. (c) In no event shall compliance with this Section 6.12 waive or be deemed a waiver or Consent to any transaction giving rise to the need to comply with this Section 6.12 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower Borrowing Base Party or permit the inclusion of any acquired assets in the computation of the Domestic Borrowing Base or the Canadian Borrowing Base, as applicable.

Additional Loan Parties. Notify Upon (i) any Loan Party creating or acquiring any Subsidiary that is a wholly owned Restricted Subsidiary (other than an Excluded Subsidiary) after the Administrative Agent promptly after Closing Date (including, without limitation, upon the formation of any Person becomes Subsidiary that is a Wholly Owned Delaware Divided LLC), (ii) any Subsidiary that is a Restricted Subsidiary of a Loan Party ceasing to be an Excluded Subsidiary, and or (iii) any Subsidiary that is an Unrestricted Subsidiary becoming a wholly owned Restricted Subsidiary (other than an Excluded Subsidiary) pursuant to Section 6.10, such Loan Party shall, to the extent that it does not violate any Gaming Law or, if necessary, is approved by the Gaming Authority, (A) cause each such Subsidiary that is a Restricted Subsidiary (other than an Excluded Subsidiary) to promptly thereafter (and but in any event within thirty 180 days after the later of such event described in clause (30i), (ii) days or (iii) above or receipt of such approval (or such longer period of time as may be agreed to by the Administrative Agent may agree to in its reasonable discretiondiscretion or as required to obtain any necessary Gaming Approval)) (a) cause any , execute and deliver a Guaranty and all such Person that is a Domestic other documents and certificates as Administrative Agent may reasonably request in order to have such Restricted Subsidiary to (i) (A) become a Borrower, if such Person is a Domestic Subsidiary that owns assets of the type included in the Borrowing Base or (B) become a Guarantor, if such Person is a Domestic Subsidiary that does not own assets of the type included in the Domestic Borrowing Base, by executing and delivering to the Administrative Agent a Joinder Agreement or such other document as the Administrative Agent shall deem appropriate for such purpose, (ii) ▇▇▇▇▇ ▇ ▇▇▇▇ to the Collateral Agent on such Person’s assets to secure the Obligations, and (iiiB) deliver to the Administrative Agent documents an opinion of the types referred to in Sections 4.01(a)(iii)Milbank LLP, 4.01(a)(iv) and 4.01(a)(xiii) and at the reasonably request of the Administrative Agent, customary opinions of counsel to such Person as to such matters concerning such Person and the Loan Documents as Parties, and of local counsel to the Loan Parties in each jurisdiction in which the Loan Parties are formed, addressed to the Administrative Agent may reasonably requestand each Lender relating to the matters described above covering matters similar to those covered in the opinions delivered on the Closing Date; provided that, and (b) if notwithstanding anything in this Section 6.08 to the contrary, any Equity Interests or Excluded Subsidiary that is a guarantor of any Material Indebtedness of such Person are owned by the Borrowers or on behalf of any Loan Party, cause such Loan Party to pledge such Equity Interests and promissory notes evidencing such Indebtedness (if any) (except that, if such Subsidiary is a CFC, the Equity Interests of such Subsidiary to be pledged may be limited to 65% of the outstanding voting Equity Interests of such Subsidiary and 100% of the non-voting Equity Interests of such Subsidiary and such time period may be extended based on local law or practice), in each case in form, content and scope reasonably satisfactory to the Administrative Agent. For the avoidance of doubt, no assets of a CFC, and no Equity Interests of a Subsidiary of any CFC, Restricted Subsidiaries shall only be required to be pledged under a Guarantor until such time as its guaranty of such Material Indebtedness is released (at which time it shall be released by the Administrative Agent from the Guaranty on the request of the Company without further action by the Creditor Parties). To the extent approvals of any Gaming Authorities for any actions required by this Section 6.12. In no event shall compliance with this Section 6.12 waive or be deemed a waiver or Consent are required by applicable Gaming Laws, the Company and/or applicable Loan Party shall, at their own expense, use commercially reasonable efforts to any transaction giving rise to the need to comply with this Section 6.12 if promptly apply for and thereafter pursue such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower or permit the inclusion of any acquired assets in the computation of the Borrowing Baseapprovals.

Additional Loan Parties. Notify the Administrative Agent promptly after any Person becomes a Wholly Owned SubsidiarySubsidiary (other than any Excluded Subsidiary but including any Unrestricted Subsidiary being reclassified as a Restricted Subsidiary of the Lead Borrower, and promptly thereafter (and in any event within thirty fifteen (3015) days (Business Days or such longer period of time as may be reasonably agreed to by the Administrative Agent in its reasonable discretion)Agent) if requested by the Administrative Agent, (a) (ai) cause any such Person that is a Domestic Subsidiary to (i) (A) become a Borrower, if such Person is a Domestic Subsidiary that owns assets of the type included in the Borrowing Base Borrower or (B) become a Guarantor, if such Person is a Domestic Subsidiary that does not own assets of the type included in the Domestic Borrowing Base, Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement to this Agreement or a counterpart of the Facility Guaranty or such other document as the Administrative Agent shall deem reasonably appropriate for such purpose, (ii) subject to the requirements of Section 6.16(b), ▇▇▇▇▇ ▇ ▇▇▇▇ to the Collateral Agent on such Person’s assets on the same types of assets which constitute Collateral under the Security Documents to secure the Obligations, and (iii) deliver to the Administrative Agent documents of the types referred to in Sections 4.01(a)(iii), 4.01(a)(ivclauses (iii) and 4.01(a)(xiii(iv) and at of Section 4.01(a) and, if requested by the reasonably request Administrative Agent in connection with the joinder of a Subsidiary that is expected to contribute assets to the Borrowing Base in excess of 5.0% of the Administrative AgentBorrowing Base, customary favorable opinions of counsel to such Person as (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to such matters concerning such Person and the Loan Documents as the Administrative Agent may reasonably requestin this clause (a)), and (b) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any Loan Party, cause such Loan Party to pledge such Equity Interests and promissory notes evidencing such Indebtedness (if any) (except that, if such Subsidiary is a CFC, the Equity Interests of such Subsidiary to be pledged may be limited to 65% of the outstanding voting Equity Interests of such Subsidiary and 100% of the non-voting Equity Interests of such Subsidiary and such time period may be extended based on local law or practice)Indebtedness, in each case in form, content and scope reasonably satisfactory to the Administrative Agent. For In addition, for purposes of compliance with Section 6.01, any direct or indirect parent entity of the avoidance of doubt, no assets of Lead Borrower may become a CFC, guarantor by executing and no Equity Interests of delivering to the Administrative Agent a Subsidiary of any CFC, guarantee agreement in a form satisfactory to the Administrative Agent which shall be required executed by the Lead Borrower and such parent; provided that such parent entity shall not otherwise be deemed to be pledged a “Borrower”, “Guarantor” or “Loan Party” for any purpose under this Section 6.12Agreement. In no event shall compliance with this Section 6.12 6.11 waive or be deemed a waiver or Consent consent to any transaction giving rise to the need to comply with this Section 6.12 6.11 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower or Guarantor or permit the inclusion of any acquired assets in the computation of the Borrowing Base.

Additional Loan Parties. (a) (i) Notify the Administrative Agent promptly after at the time that any Person becomes a Wholly Wholly-Owned SubsidiarySubsidiary of any Loan Party, and promptly thereafter (and in any event within thirty sixty (3060) days (or such longer period of time as the Agent may be agreed to by the Administrative Agent in its reasonable discretionagree)) (a) , cause any such Person that which is a Domestic Subsidiary (other than any Excluded Subsidiary) to (i) (Ax) become a Borrower, if such Person is a Domestic Subsidiary that owns assets of the type included in the Borrowing Base or (B) become a Guarantor, if such Person is a Domestic Subsidiary that does not own assets of the type included in the Domestic Borrowing Base, Loan Party by executing and delivering to the Administrative Agent a Joinder to this Agreement or a Joinder to the Facility Guaranty or such other document documents as the Administrative Agent shall deem reasonably appropriate for such purpose, (iiy) ▇▇▇▇▇ ▇ ▇▇▇▇ to the Collateral Agent on such Person’s assets of the same type that constitute Collateral to secure the ObligationsObligations to the extent required by the Security Documents, and (iiiz) deliver to the Administrative Agent documents of the types referred to in Sections 4.01(a)(iii), 4.01(a)(ivclauses (iii) and 4.01(a)(xiii(iv) and at of Section 4.01(a) and, if reasonably requested by the reasonably request of the Administrative Agent, customary opinions of counsel to such Person as to such matters concerning such Person and the Loan Documents as the Administrative Agent may reasonably requestPerson, and (bii) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any Loan Party, cause such Loan Party to pledge such Equity Interests and promissory notes evidencing such Indebtedness (if any) (except that, notwithstanding the foregoing, if such any Subsidiary is a CFCForeign Subsidiary or a Foreign Subsidiary Holding Company, the Equity Interests of such Subsidiary to be pledged may shall be limited to 65% of the outstanding voting Equity Interests of such Subsidiary and 100% of the non-voting Equity Interests of such Subsidiary and such time period may be extended based on local law or practiceSubsidiary), in each case in form, content and scope reasonably satisfactory to the Administrative Agent. For the avoidance of doubtdoubt and notwithstanding anything herein or in any Security Document to the contrary, no none of the assets of a CFC, and no any Foreign Subsidiary or any Foreign Subsidiary Holding Company (including any Equity Interests of held by a Subsidiary of any CFC, Foreign Subsidiary) shall be required to be pledged hereunder or under this Section 6.12. any Security Document. (b) In no event shall compliance with this Section 6.12 6.11 waive or be deemed a waiver or Consent to any transaction giving rise to the need to comply with this Section 6.12 6.11 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower or Guarantor or permit the inclusion of any acquired assets or assets of such Subsidiary in the computation of the Borrowing Base. (c) Notwithstanding anything to the contrary contained herein, if the Agent reasonably determines that the cost of obtaining any pledge or security interest otherwise required pursuant to this Section 6.11 is excessive in relation to the benefit thereof, then no such pledge or security interest shall be required hereunder.

Additional Loan Parties. Notify the Administrative Agent promptly after at the time that any Person becomes a Wholly Owned Material Subsidiary, and promptly thereafter (and in any event within thirty fifteen (3015) days (or such longer period of time as may be agreed to by the Administrative Agent in its reasonable discretion)) days): (a) cause any such Person that Material Subsidiary, if it is not a Domestic CFC (other than a Canadian Subsidiary to guaranteeing Canadian Liabilities), (i) (A) become to become, at the Agent’s option, a Borrower, if such Person is a Domestic Subsidiary that owns assets of the type included in the Borrowing Base Borrower or (B) become a Guarantor, if such Person is a Domestic Subsidiary that does not own assets of the type included in the Domestic Borrowing Base, Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement to the Loan Documents, or such other document documents as the Administrative Agent shall deem appropriate for such purpose, (ii) to ▇▇▇▇▇ ▇ ▇▇▇▇ to the Collateral Agent on such PersonMaterial Subsidiary’s assets of the same type that constitute Collateral to secure the Obligations, and (iii) deliver to the Administrative Agent documents of the types referred to in Sections 4.01(a)(iii), 4.01(a)(iv) and 4.01(a)(xiii(iv) and at the reasonably request of the Administrative Agent, customary favorable opinions of counsel to such Person as Material Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to such matters concerning such Person and the Loan Documents as the Administrative Agent may reasonably requestin clause (i)), and (b) if any Equity Interests or Indebtedness of such Person Material Subsidiary are owned by or on behalf of owing to any Loan Party, cause to the extent that such Loan Party Equity Interests or Indebtedness are not already Collateral, to pledge such Equity Interests and promissory notes evidencing such Indebtedness (if any) (except that, if such Material Subsidiary is a CFC, the Equity Interests of such Material Subsidiary to be pledged may by any Domestic Loan Party shall be limited to 65% of the outstanding voting Equity Interests of such Material Subsidiary and 100% of the non-voting Equity Interests of such Subsidiary and such time period may be extended based on local law or practice)Material Subsidiary, in each case in form, content and scope reasonably satisfactory to the Administrative Agent. For the avoidance of doubt, no assets of a CFC, and no Equity Interests of a Subsidiary of any CFC, shall be required to be pledged under this Section 6.12. In no event shall compliance with this Section 6.12 6.11 waive or be deemed a waiver or Consent to any transaction giving rise to the need to comply with this Section 6.12 6.11 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Material Subsidiary, an approval of such Person as a Borrower or permit the inclusion of any acquired assets in the computation of the Term Loan Borrowing Base, the Canadian Borrowing Base or the Domestic Revolving Borrowing Base.

Additional Loan Parties. (a) Notify the Administrative Agent promptly after any Person becomes a Domestic Subsidiary that is a Wholly Owned Subsidiary of any Domestic Loan Party (other than any Immaterial Subsidiary), and promptly thereafter (and in any event within thirty (30) days (or such longer period of time as the Agents may be agreed to by the Administrative Agent in its reasonable discretionagree)) , (a) cause any such Person Domestic Subsidiary that is a Domestic Wholly Owned Subsidiary (other than any Immaterial Subsidiary) to (i) (A) become a Borrower, if such Person is a Domestic Subsidiary that owns assets of the type included in the Borrowing Base Borrower or (B) become a Guarantor, if such Person is a Domestic Subsidiary that does not own assets of the type included in the Domestic Borrowing Base, Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement Agreement, and, in the case of a Guarantor, a Facility Guaranty (or such other document as the Administrative Agent shall deem appropriate for such purposea counterpart or supplement thereto), (ii) ▇▇▇▇▇ ▇ ▇▇▇▇ to the Collateral Administrative Agent on such Person’s assets to secure the Obligationsextent required by the Security Documents, and (iii) deliver to the Administrative Agent documents of the types referred to in Sections 4.01(a)(iiiclauses (iii), 4.01(a)(iv(iv), (xiv) and 4.01(a)(xiii(xv) and at the reasonably request of Section ARTICLE IV(a) and, if requested by the Administrative Agent, customary opinions of counsel to such Person as (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to such matters concerning such Person and the Loan Documents as the Administrative Agent may reasonably requestin clause (a)), and (b) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any Domestic Loan Party, cause such Domestic Loan Party to shall pledge such Equity Interests and promissory notes evidencing such Indebtedness (if any) (except that, if such Subsidiary is a CFC, the Equity Interests of such Subsidiary will not be required to be pledged pledged), in the manner and format required by the Pledge Agreement; provided that, no Equity Interests of any Foreign Subsidiary which is not a Canadian Loan Party shall be required to be pledged. (b) Notify the Canadian Agent promptly after any Person becomes a Canadian Subsidiary that is a Wholly Owned Subsidiary of any Canadian Loan Party (other than any Immaterial Subsidiary), and promptly thereafter (and in any event within thirty (30) days or such longer period as the Canadian Agent may be limited agree), (a) cause any such Canadian Subsidiary that is a Wholly Owned Subsidiary (other than any Immaterial Subsidiary) to 65% (i) become a Guarantor of the outstanding voting Canadian Liabilities by executing and delivering to the Canadian Agent a Joinder Agreement and a Facility Guaranty (or a counterpart or supplement thereto), (ii) ▇▇▇▇▇ ▇ ▇▇▇▇ to the Canadian Agent on such Person’s assets to secure the Canadian Liabilities by executing and delivering to the Canadian Agent Canadian Security Documents, to the extent required by the Security Documents, and (iii) deliver to the Canadian Agent documents of the types referred to in clauses (iii) and (iv) of Section ARTICLE IV(a) and, if requested by the Canadian Agent, customary opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)), and (b) if any Equity Interests or Indebtedness of such Person are owned by any Canadian Loan Party, such Canadian Loan Party shall pledge such Equity Interests and promissory notes evidencing such Indebtedness (if any) (except that, if such Subsidiary is a CFC, the Equity Interests of such Subsidiary will not be required to be pledged), in the manner and 100% of format required by the non-voting Pledge Agreement; provided that, no Equity Interests of such any Foreign Subsidiary and such time period may be extended based on local law or practice), in each case in form, content and scope reasonably satisfactory to the Administrative Agent. For the avoidance of doubt, no assets of which is not a CFCCanadian Loan Party, and no Equity Interests of a Subsidiary any unlimited company incorporated or amalgamated and existing under the laws of any CFCthe Province of Nova Scotia, shall be required to be pledged under this Section 6.12. pledged. (c) In no event shall compliance with this Section 6.12 6.06 waive or be deemed a waiver or Consent to any transaction giving rise to the need to comply with this Section 6.12 6.06 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower Borrowing Base Party or permit the inclusion of any acquired assets in the computation of the Domestic Borrowing Base or the Canadian Borrowing Base, as applicable.

Additional Loan Parties. Notify the Administrative Agent promptly after at the time that any Person becomes a Wholly Owned domestic Subsidiary, and promptly thereafter (and in any event within thirty fifteen (3015) days (Business Days or such longer period of time as may be agreed to by the Administrative Agent GSO Entities in its reasonable discretion)) (a) , cause any such Person that is (a) which does not qualify as a Domestic Non-Guarantor Subsidiary to (i) (A) become a Borrower, if such Person is a Domestic Subsidiary that owns assets of the type included in the Borrowing Base or (B) become a Guarantor, if such Person is a Domestic Subsidiary that does not own assets of the type included in the Domestic Borrowing Base, Loan Party by executing and delivering to the Administrative Agent a Joinder to this Agreement or a Joinder to the Facility Guaranty or such other document documents as the Administrative Agent GSO Entities shall deem appropriate for such purpose, (ii) ▇g▇▇▇▇ ▇ ▇▇▇▇ to the Collateral Agent on such Person’s Intellectual Property and other assets of the same type that constitute Collateral (other than for the avoidance of doubt, Real Estate and other Excluded Property) to secure the Obligations, and (iii) deliver to the Administrative Agent documents of the types referred to in Sections 4.01(a)(iii), 4.01(a)(ivclauses (iii) and 4.01(a)(xiii(iv) of Section 4.01(a) and at the reasonably request of the Administrative Agent, customary opinions of counsel to such Person as (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to such matters concerning such Person and the Loan Documents as the Administrative Agent may reasonably requestin clause (a)), and (b) if any Equity Interests or Indebtedness of such Person (other than an Excluded Subsidiary) are owned by or on behalf of any Loan Party, cause such Loan Party to pledge such Equity Interests and promissory notes evidencing such Indebtedness (if any) (except that, if such Subsidiary is a CFC, the Equity Interests of such Subsidiary to be pledged may shall be limited to 65% of the outstanding voting Equity Interests of such Subsidiary and 100% of the non-voting Equity Interests of such Subsidiary and such time period may be extended based on local law or practice)Subsidiary, in each case in form, content and scope reasonably satisfactory to the Administrative Agent. For GSO Entities (it being understood that in no event shall the avoidance Borrower be required to take any action outside of doubt, no assets of a CFC, and no the United States in order to create or perfect any security interest in any Equity Interests of a foreign Subsidiary of any CFCand no foreign Law security or pledge agreements, shall deeds, filings or searches will be required to be pledged under this Section 6.12required). In no event shall compliance with this Section 6.12 6.11 waive or be deemed a waiver or Consent to any transaction giving rise to the need to comply with this Section 6.12 6.11 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower or permit the inclusion of any acquired assets in the computation of the Borrowing BaseBorrower.

Additional Loan Parties. Notify the Administrative Agent promptly after any Person becomes a Wholly Owned Subsidiary (other than any Excluded Subsidiary but including any Unrestricted Subsidiary being reclassified as a Restricted Subsidiary, any Subsidiary ceasing to be an Excluded Subsidiary and any acquisition pursuant to a Division)) of the Parent, and promptly thereafter (and in any event within thirty (30) days (or such longer Business Days, which time period of time as may be agreed to by extended at the Administrative Agent in its reasonable Agent’s discretion)) , (aa)(i) cause any such Person that is a Domestic Subsidiary to (i) (A) become a Borrower, if such Person is a Domestic Subsidiary that owns assets of the type included in the Borrowing Base Borrower or (B) become a Guarantor, if such Person is a Domestic Subsidiary that does not own assets of the type included in the Domestic Borrowing Base, Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement to this Agreement or a counterpart of the Facility Guaranty or such other document as the Administrative Agent shall deem reasonably appropriate for such purpose, (ii) subject to the requirements of Section 6.14(b), ▇▇▇▇▇ ▇ ▇▇▇▇ to the Collateral Agent on such Person’s assets on the same types of assets which constitute Collateral under the Security Documents to secure the Obligations, and (iii) deliver to the Administrative Agent documents of the types referred to in Sections 4.01(a)(iii), 4.01(a)(ivclauses (iii) and 4.01(a)(xiii(iv) of Section 4.01(a) and at the reasonably request of if requested by the Administrative Agent, customary favorable opinions of counsel to such Person as (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to such matters concerning such Person in clause (a)) and (iv) the Loan Documents as Lead Borrower shall deliver to the Administrative Agent may all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act and the Beneficial Ownership Regulation reasonably requestrequested by the Lenders, and (b) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any Loan Party, cause such Loan Party to pledge such Equity Interests and promissory notes evidencing such Indebtedness (if any) (except that, if such Subsidiary is a CFC, the Equity Interests of such Subsidiary to be pledged may be limited to 65% of the outstanding voting Equity Interests of such Subsidiary and 100% of the non-voting Equity Interests of such Subsidiary and such time period may be extended based on local law or practice)Indebtedness, in each case in form, content and scope reasonably satisfactory to the Administrative Agent. For In addition, for purposes of compliance with Section 6.01, any direct or indirect parent entity of the avoidance of doubt, no assets of Parent may become a CFC, guarantor by executing and no Equity Interests of delivering to the Administrative Agent a Subsidiary of any CFC, guarantee agreement in a form satisfactory to the Administrative Agent which shall be required executed by the Lead Borrower and such parent; provided that such parent entity shall not otherwise be deemed to be pledged a “Borrower”, “Guarantor” or “Loan Party” for any purpose under this Section 6.12Agreement. In no event shall compliance with this Section 6.12 6.11 waive or be deemed a waiver or Consent consent to any transaction giving rise to the need to comply with this Section 6.12 6.11 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower or Guarantor or permit the inclusion of any acquired assets in the computation of the Borrowing BaseBase (other than cash).

Additional Loan Parties. Notify (a) If any Domestic Loan Party shall form or acquire a Subsidiary the Parent will notify the Administrative Agent promptly after any Person becomes a Wholly Owned Subsidiary, thereof and promptly thereafter (and in any event within thirty (30) days (or such longer period of time as may be agreed to by the Administrative Agent in its reasonable discretion)) (a) cause any such Person that is a Domestic Subsidiary to (i) (A) if such Subsidiary is a Material Subsidiary but not a Foreign Subsidiary, the Parent will cause such Subsidiary to become a Borrower, if Loan Party hereunder and under each applicable Security Document within sixty (60) days after such Person Subsidiary is a Domestic Subsidiary that owns formed or acquired and promptly take such actions to create and perfect Liens on the assets of the type included in the Borrowing Base or (B) become a Guarantor, if such Person is a Domestic Subsidiary that does not own assets of the same type included in the Domestic Borrowing Base, by executing and delivering to the Administrative Agent a Joinder Agreement or such other document as the Administrative Agent shall deem appropriate for such purpose, (ii) ▇▇▇▇▇ ▇ ▇▇▇▇ to the comprising Collateral Agent on such Person’s assets to secure the Obligations, and (iiiii) deliver to the Administrative Agent documents of the types referred to in Sections 4.01(a)(iii)if such Subsidiary is not a Material Subsidiary, 4.01(a)(iv) and 4.01(a)(xiii) and at the reasonably request of the Administrative Agent, customary opinions Agent the Parent will cause such Subsidiary to become a Loan Party hereunder and under each applicable Security Document within sixty (60) days after such Subsidiary is formed or acquired and promptly take such actions to create and perfect Liens on the assets of counsel such Subsidiary of the same type comprising Collateral to such Person as to such matters concerning such Person and secure the Loan Documents as Obligations. (b) If the Canadian Borrower shall form or acquire a Subsidiary the Parent will notify the Administrative Agent may reasonably request, thereof and (bi) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any Loan Party, cause such Loan Party to pledge such Equity Interests and promissory notes evidencing such Indebtedness (if any) (except that, if such Subsidiary is a CFCMaterial Subsidiary organized under the laws of Canada or any province or territory thereof, the Canadian Borrower will cause such Subsidiary to become a Canadian Loan Party hereunder and under each applicable Canadian Security Document within sixty (60) days after such Subsidiary is formed or acquired and promptly take such actions to create and perfect Liens on the assets of such Subsidiary of the same type comprising Collateral to secure the Canadian Liabilities and the Foreign Liabilities, and (ii) if such Subsidiary is not a Material Subsidiary, at the request of the Administrative Agent the Canadian Borrower will cause such Subsidiary to become a Canadian Loan Party hereunder and under each applicable Canadian Security Document within sixty (60) days after such Subsidiary is formed or acquired and promptly take such actions to create and perfect Liens on the assets of such Subsidiary of the same type comprising Collateral to secure the Canadian Liabilities and the Foreign Liabilities. (c) In connection with a Disposition permitted hereby, including a Disposition of the Equity Interests of such Subsidiary to be pledged may be limited to 65% a Subsidiary, the Administrative Agent shall, at the expense of the outstanding voting Borrowers, release its Lien upon the assets and/or Equity Interests of subject to such Subsidiary and 100% of Disposition and/or release the non-voting Equity Interests of such Subsidiary and such time period may be extended based on local law or practice), in each case in form, content and scope reasonably satisfactory to the Administrative Agent. For the avoidance of doubt, no assets of a CFC, and no Equity Interests of a Subsidiary of any CFC, shall be required to be pledged under this Section 6.12. In no event shall compliance with this Section 6.12 waive or be deemed a waiver or Consent to any transaction giving rise to the need to comply with this Section 6.12 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval Guaranty of such Person subject to such Disposition of Equity Interests, all pursuant to such release documents as a Borrower or permit the inclusion of any acquired assets in the computation of the Borrowing BaseBorrowers shall reasonably request.

Additional Loan Parties. Notify (a) If any Domestic Loan Party shall form or acquire a Subsidiary the Parent will notify the Administrative Agent promptly after any Person becomes a Wholly Owned Subsidiary, thereof and promptly thereafter (and in any event within thirty (30) days (or such longer period of time as may be agreed to by the Administrative Agent in its reasonable discretion)) (a) cause any such Person that is a Domestic Subsidiary to (i) (A) if such Subsidiary is a Material Subsidiary but not a Foreign Subsidiary, the Parent will cause such Subsidiary to become a Borrower, if Loan Party hereunder and under each applicable Security Document within sixty (60) days after such Person Subsidiary is a Domestic Subsidiary that owns formed or acquired and promptly take such actions to create and perfect Liens on the assets of the type included in the Borrowing Base or (B) become a Guarantor, if such Person is a Domestic Subsidiary that does not own assets of the same type included in the Domestic Borrowing Base, by executing and delivering to the Administrative Agent a Joinder Agreement or such other document as the Administrative Agent shall deem appropriate for such purpose, (ii) ▇▇▇▇▇ ▇ ▇▇▇▇ to the comprising Collateral Agent on such Person’s assets to secure the Obligations, and (iiiii) deliver to the Administrative Agent documents of the types referred to in Sections 4.01(a)(iii)if such Subsidiary is not a Material Subsidiary, 4.01(a)(iv) and 4.01(a)(xiii) and at the reasonably request of the Administrative Agent, customary opinions Agent the Parent will cause such Subsidiary to become a Loan Party hereunder and under each applicable Security Document within sixty (60) days after such Subsidiary is formed or acquired and promptly take such actions to create and perfect Liens on the assets of counsel such Subsidiary of the same type comprising Collateral to such Person as to such matters concerning such Person and secure the Loan Documents as Obligations. (b) If the Canadian Borrower shall form or acquire a Subsidiary the Parent will notify the Administrative Agent may reasonably request, thereof and (bi) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any Loan Party, cause such Loan Party to pledge such Equity Interests and promissory notes evidencing such Indebtedness (if any) (except that, if such Subsidiary is a CFCMaterial Subsidiary organized under the laws of Canada or any province or territory thereof, the Canadian Borrower will cause such Subsidiary to become a Canadian Loan Party hereunder and under each applicable Canadian Security Document within sixty (60) days after such Subsidiary is formed or acquired and promptly take such actions to create and perfect Liens on the assets of such Subsidiary of the same type comprising Collateral to secure the Canadian Liabilities, and (ii) if such Subsidiary is not a Material Subsidiary, at the request of the Administrative Agent the Canadian Borrower will cause such Subsidiary to become a Canadian Loan Party hereunder and under each applicable Canadian Security Document within sixty (60) days after such Subsidiary is formed or acquired and promptly take such actions to create and perfect Liens on the assets of such Subsidiary of the same type comprising Collateral to secure the Canadian Liabilities. (c) In connection with a Disposition permitted hereby, including a Disposition of the Equity Interests of such Subsidiary to be pledged may be limited to 65% a Subsidiary, the Administrative Agent shall, at the expense of the outstanding voting Borrowers, release its Lien upon the assets and/or Equity Interests of subject to such Subsidiary and 100% of Disposition and/or release the non-voting Equity Interests of such Subsidiary and such time period may be extended based on local law or practice), in each case in form, content and scope reasonably satisfactory to the Administrative Agent. For the avoidance of doubt, no assets of a CFC, and no Equity Interests of a Subsidiary of any CFC, shall be required to be pledged under this Section 6.12. In no event shall compliance with this Section 6.12 waive or be deemed a waiver or Consent to any transaction giving rise to the need to comply with this Section 6.12 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval Guaranty of such Person subject to such Disposition of Equity Interests, all pursuant to such release documents as a Borrower or permit the inclusion of any acquired assets in the computation of the Borrowing BaseBorrowers shall reasonably request.

Additional Loan Parties. Notify the Administrative Agent promptly after at the time that any Person becomes a Wholly Owned domestic Subsidiary, and promptly thereafter (and in any event within thirty fifteen (3015) days (Business Days or such longer period of time as may be agreed to by the Administrative Agent GSO Entities in its reasonable discretion)) (a) , cause any such Person that is (a) which does not qualify as a Domestic Non-Guarantor Subsidiary to (i) (A) become a Borrower, if such Person is a Domestic Subsidiary that owns assets of the type included in the Borrowing Base or (B) become a Guarantor, if such Person is a Domestic Subsidiary that does not own assets of the type included in the Domestic Borrowing Base, Loan Party by executing and delivering to the Administrative Agent a Joinder to this Agreement or a Joinder to the Facility Guaranty or such other document documents as the Administrative Agent GSO Entities shall deem appropriate for such purpose, (ii) ▇g▇▇▇▇ ▇ ▇▇▇▇ to the Collateral Agent on such Person’s Intellectual Property and other assets of the same type that constitute Collateral (other than for the avoidance of doubt, Real Estate and other Excluded Property) to secure the Obligations, and (iii) deliver to the Administrative Agent documents of the types referred to in Sections 4.01(a)(iii), 4.01(a)(ivclauses (iii) and 4.01(a)(xiii(iv) of Section 4.01(a) and at the reasonably request of the Administrative Agent, customary opinions of counsel to such Person as (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to such matters concerning such Person and the Loan Documents as the Administrative Agent may reasonably requestin clause (a)), and (b) if any Equity Interests or Indebtedness of such Person (other than an Excluded Subsidiary) are owned by or on behalf of any Loan Party, cause such Loan Party to pledge such Equity Interests and promissory notes evidencing such Indebtedness (if any) (except that, if such Subsidiary is a CFC, the Equity Interests of such Subsidiary to be pledged may shall be limited to 65% of the outstanding voting Equity Interests of such Subsidiary and 100% of the non-voting Equity Interests of such Subsidiary and such time period may be extended based on local law or practice)Subsidiary, in each case in form, content and scope reasonably satisfactory to the Administrative Agent. For GSO Entities (it being understood that in no event shall the avoidance Borrower be required to take any action outside of doubt, no assets of a CFC, and no the United States in order to create or perfect any security interest in any Equity Interests of a foreign Subsidiary of any CFCand no foreign law security or pledge agreements, shall deeds, filings or searches will be required to be pledged under this Section 6.12required). In no event shall compliance with this Section 6.12 6.11 waive or be deemed a waiver or Consent to any transaction giving rise to the need to comply with this Section 6.12 6.11 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower or permit the inclusion of any acquired assets in the computation of the Borrowing BaseBorrower.

Additional Loan Parties. Notify Upon (i) any Loan Party creating or acquiring any Subsidiary that is a wholly-owned Restricted Subsidiary (other than an Excluded Subsidiary) after the Administrative Agent promptly after Closing Date (including, without limitation, upon the formation of any Person becomes Subsidiary that is a Wholly Owned Delaware Divided LLC), (ii) any Subsidiary that is a Restricted Subsidiary of a Loan Party ceasing to be an Excluded Subsidiary, and or (iii) any Subsidiary that is an Unrestricted Subsidiary becoming a wholly-owned Restricted Subsidiary (other than an Excluded Subsidiary) pursuant to Section 6.10, such Loan Party shall, to the extent that it does not violate any Gaming Law or, if necessary, is approved by the Gaming Authority, (A) cause each such Subsidiary that is a Restricted Subsidiary (other than an Excluded Subsidiary) to promptly thereafter (and but in any event within thirty 180 days after the later of such event described in clause (30i), (ii) days or (iii) above or receipt of such approval (or such longer period of time as may be agreed to by the Administrative Agent may agree to in its reasonable discretiondiscretion or as required to obtain any necessary Gaming Approval)) (a) cause any , execute and deliver a Guaranty and all such Person that is a Domestic other documents and certificates as Administrative Agent may reasonably request in order to have such Restricted Subsidiary to (i) (A) become a BorrowerGuarantor and, if such Person is a Domestic Subsidiary that owns assets of the type included in the Borrowing Base or (B) become a Guarantor, if such Person is a Domestic Subsidiary that does not own assets of the type included in the Domestic Borrowing Base, by executing and delivering to the Administrative Agent a Joinder Agreement or such other document as the Administrative Agent shall deem appropriate for such purpose, (ii) ▇▇▇▇▇ ▇ ▇▇▇▇ to the Collateral Agent on such Person’s assets to secure the Obligations, and (iii) deliver to the Administrative Agent documents all legal opinions reasonably requested by an opinion of the types referred to in Sections 4.01(a)(iii)Milbank LLP, 4.01(a)(iv) and 4.01(a)(xiii) and at the reasonably request of the Administrative Agent, customary opinions of counsel to such Person as to such matters concerning such Person and the Loan Documents as Parties, and of local counsel to the Loan Parties in each jurisdiction in which the Loan Parties are formed, addressed to the Administrative Agent may reasonably requestand each Lender relating to the matters described above covering matters similar to those covered in the opinions delivered on the Closing Date and those covered in the collateral-related opinions delivered on the First Amendment Effective Date with respect to such Guarantor; provided that, and (b) if notwithstanding anything in this Section 6.08 to the contrary, any Equity Interests or Excluded Subsidiary that is a guarantor of any Material Indebtedness of such Person are owned by the Borrowers or on behalf of any Loan Party, cause such Loan Party to pledge such Equity Interests and promissory notes evidencing such Indebtedness (if any) (except that, if such Subsidiary is a CFC, the Equity Interests of such Subsidiary to be pledged may be limited to 65% of the outstanding voting Equity Interests of such Subsidiary and 100% of the non-voting Equity Interests of such Subsidiary and such time period may be extended based on local law or practice), in each case in form, content and scope reasonably satisfactory to the Administrative Agent. For the avoidance of doubt, no assets of a CFC, and no Equity Interests of a Subsidiary of any CFC, Restricted Subsidiaries shall only be required to be pledged under a Guarantor until such time as its guaranty of such Material Indebtedness is released (at which time it shall be released by the Administrative Agent from the Guaranty on the request of the Company without further action by the Creditor Parties). To the extent approvals of any Gaming Authorities for any actions required by this Section 6.12. In no event shall compliance with this Section 6.12 waive or be deemed a waiver or Consent are required by applicable Gaming Laws, the Company and/or applicable Loan Party shall, at their own expense, use commercially reasonable efforts to any transaction giving rise to the need to comply with this Section 6.12 if promptly apply for and thereafter pursue such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower or permit the inclusion of any acquired assets in the computation of the Borrowing Baseapprovals.

Additional Loan Parties. Notify the Administrative Agent promptly after any Person becomes a Wholly Owned Subsidiary, and promptly thereafter (and in any event within thirty (30) days (or such longer period of time as may be agreed to by the Administrative Agent in its reasonable discretion)) (a) Within 20 days after a Material Operating Group Entity is formed or acquired or such person becomes a Material Operating Group Entity, as applicable, notify the Agent of such occurrence, and, within 30 days following such notification, cause any such Person that is a Domestic Subsidiary Material Operating Group Entity to (i) (A) become a Borrower, if such Person is a Domestic Subsidiary that owns assets of the type included in the Borrowing Base or (B) become a Guarantor, if such Person is a Domestic Subsidiary that does not own assets of the type included in the Domestic Borrowing Base, Loan Party by executing and delivering to the Administrative Agent a Loan Party Joinder Agreement or executed by such other document as the Administrative Agent shall deem appropriate for such purposenew Loan Party, (ii) deliver to the Agent a certificate of such Material Operating Group Entity, substantially in the form of the certificates delivered pursuant to Section 3.1(e) through (g) on the Restatement Effective Date, with appropriate insertions and attachments, and (iii) if reasonably requested by the Agent, deliver to the Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from ▇▇▇▇▇▇ ▇ & ▇▇▇▇▇▇▇ to the Collateral Agent on such Person’s assets to secure the ObligationsLLP or other counsel, and (iii) deliver to the Administrative Agent documents of the types referred to in Sections 4.01(a)(iii), 4.01(a)(iv) and 4.01(a)(xiii) and at the reasonably request of the Administrative Agent, customary opinions of counsel to such Person as to such matters concerning such Person and the Loan Documents as the Administrative Agent may reasonably request, and (b) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any Loan Party, cause such Loan Party to pledge such Equity Interests and promissory notes evidencing such Indebtedness (if any) (except that, if such Subsidiary is a CFC, the Equity Interests of such Subsidiary to be pledged may be limited to 65% of the outstanding voting Equity Interests of such Subsidiary and 100% of the non-voting Equity Interests of such Subsidiary and such time period may be extended based on local law or practice), in each case in form, content and scope reasonably satisfactory to the Administrative Agent. For ; provided, that in the avoidance of doubt, no assets of a CFC, and no Equity Interests of a Subsidiary case of any CFCMaterial Operating Group Entity that is an Immaterial Subsidiary, such Immaterial Subsidiary shall not be required to be pledged under this Section 6.12. In no event shall compliance with this Section 6.12 waive or be deemed a waiver or Consent to any transaction giving rise to the need to comply with this Section 6.12 if 5.7(a) so long as the aggregate Management Fees paid or payable directly to the Loan Parties during the four fiscal quarter period preceding such transaction date equals or exceeds 70% of the aggregate Management Fees paid or payable to the Borrower and its Subsidiaries during such period. For purposes of the foregoing proviso, Management Fees payable to any Subsidiary that are earned from a closed-end Ares Fund (or from any other Fee Generating Entity that is subject to a remaining lock-up period of at least two years) that was not otherwise expressly permitted by acquired or formed during such period shall be included in such calculation on a pro-forma basis for such period. Any document, agreement, or instrument executed or issued pursuant to this Agreement Section 5.7 shall be a Loan Document. (b) If a Material Operating Group Entity that was previously an Immaterial Subsidiary ceases to be an Immaterial Subsidiary (or constitute or is required to become a Loan Party pursuant to Section 5.7(a)), Borrower shall be deemed required to constitute, comply with Section 5.7(a) with respect to such Subsidiary on or before the date that is 30 days (or, in the case of any Immaterial Subsidiary that has ceased to be an Immaterial Subsidiary because it no longer delegates its right to receive Management Fees to the manager of an Ares Fund, 10 days) after the end of the applicable fiscal quarter (as contemplated by the definition of Immaterial Subsidiary) when such Subsidiary ceased to be an Immaterial Subsidiary; provided that, if the aggregate fair market value of all assets and other property of any such Subsidiary, an approval of such Person as a Borrower or permit together with all other Subsidiaries that have ceased to be Immaterial Subsidiaries and for which Section 5.7(a) has not yet been complied with, is less than $20,000,000, compliance with Section 5.7(a) will not be required until the inclusion of any acquired assets in date that is 45 days after the computation end of the Borrowing Basefiscal quarter in which such Subsidiary first ceased to be an Immaterial Subsidiary. (c) Notwithstanding the foregoing, if such new Material Operating Group Entity is a Foreign Subsidiary (which, for purposes of this Section 5.7(c) shall include any Subsidiary all or substantially all of the assets of which are equity interests (or equity and debt interests) in a Foreign Subsidiary), then the Loan Parties shall not be required to comply with Section 5.7(a) if (i) compliance could reasonably result in any material adverse tax consequence to the Loan Parties or the IPO Entity, or (ii) could cause any Loan Party to have an inclusion in income under Section 956 of the Code.

Additional Loan Parties. Notify the (a) Each Loan Party shall notify Administrative Agent promptly after at the time that any Person becomes a Wholly Owned wholly-owned Subsidiary of such Loan Party (including pursuant to a Permitted Acquisition), other than any Excluded Subsidiary, or ceases to be an Excluded Subsidiary, and promptly thereafter (and in any event within thirty (30) days (or such longer period of time as may be agreed to by the Administrative Agent in its reasonable sole discretion)) (a) cause any such Person that is a Domestic Subsidiary to (i) execute and deliver or cause to be delivered to Administrative Agent all Security Documents, stock certificates, stock powers and other agreements and instruments as may be requested by Administrative Agent to ensure that Administrative Agent has a perfected Lien on all ownership interests (other than Excluded Assets) held by such Loan Party in such Subsidiary, and (ii) cause such new Subsidiary or Subsidiary that ceases to be an Excluded Subsidiary to (A) become a Borrower, if such Person is a Domestic Subsidiary that owns assets of the type included in the Borrowing Base or (B) become a Guarantor, if such Person is a Domestic Subsidiary that does not own assets of the type included in the Domestic Borrowing Base, Guarantor and/or Borrower by executing and delivering to Administrative Agent a Guaranty (or a joinder to Guaranty) and/or a Joinder Agreement (provided that any Person that is a CFC, U.S. Foreign HoldCo or a Foreign Subsidiary that is not an Excluded Subsidiary shall in no event be a Borrower and may only become a Guarantor pursuant to this Section 6.13(a)), (B) execute and deliver all Security Documents (or joinders or assumptions thereto) requested by Administrative Agent pledging to Administrative Agent for the benefit of the Secured Parties all of its Property (other than Excluded Assets or such other exceptions as Administrative Agent may permit) and take all actions required by Administrative Agent to grant to Administrative Agent for the benefit of Secured Parties a perfected first priority (subject to Permitted Liens that have priority over the Liens in favor of the Administrative Agent under applicable law) security interest in such Property, including entering into a Joinder Agreement or Control Agreements required pursuant to Section 6.12 and the filing of UCC financing statements in such other document jurisdictions as may be requested by Administrative Agent, (C) in the case of any Subsidiary that will become a Borrower, deliver to Administrative Agent and any applicable Lender such information and documentation reasonably requested by the Administrative Agent shall deem appropriate or such Lender for such purposepurposes of compliance with applicable “know your customer” requirements under the Patriot Act, (ii) ▇▇▇▇▇ ▇ ▇▇▇▇ to other applicable Anti-Corruption Laws or Anti-Terrorism Laws or the Collateral Agent on such Person’s assets to secure the ObligationsBeneficial Ownership Regulation, and (iiiD) deliver to the Administrative Agent such other documents of the types referred to in Sections 4.01(a)(iii)and instruments as Administrative Agent may require, 4.01(a)(iv) and 4.01(a)(xiii) and at the reasonably request of the Administrative Agent, customary including appropriate favorable opinions of counsel to such Person as to such matters concerning such Person and the Loan Documents as the Administrative Agent may reasonably request, and (b) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any Loan Party, cause such Loan Party to pledge such Equity Interests and promissory notes evidencing such Indebtedness (if any) (except that, if such Subsidiary is a CFC, the Equity Interests of such Subsidiary to be pledged may be limited to 65% of the outstanding voting Equity Interests of such Subsidiary and 100% of the non-voting Equity Interests of such Subsidiary and such time period may be extended based on local law or practice), in each case in form, content and scope reasonably satisfactory to Administrative Agent. (b) Each Loan Party will cause 100% of the issued and outstanding Equity Interests of each of its Subsidiaries (other than Equity Interests constituting Excluded Assets) to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent. For , for the avoidance benefit of doubtthe Administrative Agent and the other Secured Parties, pursuant to the terms and conditions of the Loan Documents or other Security Documents as the Administrative Agent shall reasonably request; provided that, notwithstanding any other provisions of this Agreement or any other Loan Document to the contrary, (i) in no assets event shall more than 65% of a CFCthe total combined voting power of all classes of capital stock entitled to vote of any “first tier” CFC or U.S. Foreign HoldCo be pledged pursuant to the provisions of the Security Agreement or any other Security Document (to the extent that such pledge in excess of 65% could reasonably be expected to give rise to material adverse tax consequences to Holdings (or any direct or indirect owner thereof) and/or any of its Subsidiaries, in each case, as reasonably determined by Holdings in good faith in consultation with the Administrative Agent), and (ii) in no event shall any of the Equity Interests of a Subsidiary of any CFC, shall be required to that is owned by a CFC be pledged under this Section 6.12. In no event shall compliance with this Section 6.12 waive pursuant to the provisions of the Security Agreement or any other Security Document (to the extent that such pledge could reasonably be deemed a waiver or Consent expected to any transaction giving give rise to material adverse tax consequences to Holdings (or any direct or indirect owner thereof) and/or any of its Subsidiaries, in each case, as reasonably determined by Holdings in good faith in consultation with the need to comply with this Section 6.12 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower or permit the inclusion of any acquired assets in the computation of the Borrowing BaseAdministrative Agent).

Additional Loan Parties. Notify the Administrative Agent promptly after at the time that any Person becomes a Wholly Owned Subsidiary, unless such Person is an Immaterial Subsidiary, whether such Person shall be an Excluded Subsidiary (and if so, pursuant to which clause or clauses of the definition thereof), and promptly thereafter (and in any event within thirty (30) days (or such 30 days, unless a longer period of time as may be agreed is acceptable to by the Administrative Agent Agent, in its reasonable sole discretion)) (a) , cause any such Person that which is a Domestic Subsidiary to not an Excluded Subsidiary, (i) (A) to become a Borrower, if such Person is a Domestic Subsidiary that owns assets of the type included in the Borrowing Base or (B) become a Guarantor, if such Person is a Domestic Subsidiary that does not own assets of the type included in the Domestic Borrowing Base, by executing Loan Party and delivering to the Administrative Agent a Joinder Agreement or such other document as the Administrative Agent shall deem appropriate for such purpose, (ii) ▇▇▇▇▇ ▇ ▇▇▇▇ to the Collateral Agent on such Person’s assets of the types constituting Collateral to secure the ObligationsObligations by executing and delivering to the Administrative Agent a Joinder Agreement to each of the Security Agreement and the Facility Guaranty and such other documents (including, to the extent applicable, Mortgages and Related Real Estate Collateral Security Agreements, subject to the time periods set forth in Section 5.17(e)) as the Administrative Agent shall deem appropriate for such purpose and by complying with the Term Loan Priority Collateral Requirements with respect to any Material Real Estate Assets and Material Related Collateral Locations (iiisubject to the time periods set forth in Section 5.17(e), as applicable), (ii) deliver to the Administrative Agent documents of the types referred to in Sections 4.01(a)(iii)Closing Documents and, 4.01(a)(iv) and 4.01(a)(xiii) and at the reasonably request of upon the Administrative Agent’s reasonable request, customary favorable opinions of counsel to such Person as (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to such matters concerning such Person and the Loan Documents as the Administrative Agent may reasonably request, in this sentence) and (biii) if any Equity Interests or Indebtedness of such Person are is owned by or on behalf of any Loan PartyParty in an amount greater than or equal to $10,000,000 individually or in the aggregate, cause such Loan Party to pledge such Equity Interests Indebtedness and promissory notes evidencing such Indebtedness (if any) (except that, if such Subsidiary is a CFC, the Equity Interests of such Subsidiary to be pledged may be limited to 65% of the outstanding voting Equity Interests of such Subsidiary and 100% of the non-voting Equity Interests of such Subsidiary and such time period may be extended based on local law or practice)Indebtedness, in each case in form, content and scope reasonably satisfactory to the Administrative Agent. For the avoidance of doubt, no assets of a CFC, and no Equity Interests of a Subsidiary of any CFC, shall be required to be pledged under this Section 6.12. In no event shall compliance with this Section 6.12 5.12 waive or be deemed a waiver or Consent consent to any transaction giving rise to the need to comply with this Section 6.12 5.12 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower or permit the inclusion of any acquired assets in the computation of the Borrowing BaseAgreement.

Additional Loan Parties. Notify Promptly notify the Administrative Agent promptly after at the time that any Person becomes a Wholly Owned Subsidiary or any Person that is an Unrestricted Subsidiary becomes a Restricted Subsidiary, and cause any such Person that is a wholly-owned Domestic Subsidiary of the Lead Borrower that is a Restricted Subsidiary (other than a Domestic Subsidiary that is a Subsidiary of a Foreign Subsidiary or a Domestic Subsidiary that owns (directly or indirectly) no material assets other than debt or Equity Interests in one or more Foreign Subsidiaries) to (a) promptly thereafter (and in any event within thirty fifteen (3015) days (Business Days of such Person becoming a Subsidiary or a Restricted Subsidiary, as the case may be, or such longer period of time later date as the Agent may be agreed to by the Administrative Agent in its reasonable discretionagree)) (a) cause any such Person that is a Domestic Subsidiary to , (i) (A) become a BorrowerLoan Party (including, if such Person is a Domestic Subsidiary that owns assets of acceptable to the type included in the Borrowing Base or (BAgent, an additional borrower) become a Guarantor, if such Person is a Domestic Subsidiary that does not own assets of the type included in the Domestic Borrowing Base, by executing and delivering to the Administrative Agent a Joinder Agreement or such other document documents as the Administrative Agent shall reasonably deem appropriate for such purpose, (ii) ▇▇▇▇▇ ▇ ▇▇▇▇ grant a Lien to the Collateral Agent on such Person’s assets of the same type that constitute Collateral to secure the ObligationsObligations and take such actions as may be required under the Security Documents to perfect such Lien, and (iii) deliver to the Administrative Agent documents of the types referred to in Sections 4.01(a)(iii), 4.01(a)(ivclauses (iii) and 4.01(a)(xiii(iv) of Section 4.01(a); and at (b) if reasonably requested by the reasonably request of the Administrative Agent, deliver customary opinions of counsel to such Person as to such matters concerning such Person and in connection with the Loan Documents as the Administrative Agent may reasonably request, and foregoing clause (ba) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any Loan Party, cause such Loan Party to pledge such Equity Interests and promissory notes evidencing such Indebtedness (if any) (except that, if such Subsidiary is a CFC, the Equity Interests of such Subsidiary to be pledged may be limited to 65% of the outstanding voting Equity Interests of such Subsidiary and 100% of the non-voting Equity Interests of such Subsidiary and such time period may be extended based on local law or practice), in each case in form, content and scope reasonably satisfactory to the Administrative Agent. For ; provided that, for the avoidance of doubt, notwithstanding anything to the contrary herein or in any other Loan Document, in no assets of event shall any Subsidiary that is not a CFC, and no Equity Interests of a Domestic Subsidiary of any CFC, shall be required to be pledged under this Section 6.12guarantee or provide Collateral to secure any Obligations. In no event shall compliance with this Section 6.12 6.11 waive or be deemed a waiver or Consent consent to any transaction giving rise to the need to comply with this Section 6.12 6.11 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower or permit the inclusion of any acquired assets in the computation of the Borrowing BaseBase until such time as the Agent has conducted its diligence with respect thereto.

Additional Loan Parties. Notify the Administrative Agent promptly after at the time that any Person becomes a Wholly Owned Subsidiary, and in each case promptly thereafter (and in any event within thirty forty five (3045) days days) (or such longer period of time later date as may from time to time be agreed to approved by the Administrative Agent in its reasonable discretionAgent)) (a) , cause any such Person that (a) which is not a Domestic Subsidiary CFC, to (i) (A) become a Borrower, if such Person is a Domestic Subsidiary that owns assets of the type included in the Borrowing Base or (B) become a Guarantor, if such Person is a Domestic Subsidiary that does not own assets of the type included in the Domestic Borrowing Base, Loan Party by executing and delivering to the Administrative Agent a Joinder to this Agreement or a Joinder to the Facility Guaranty or such other document documents as the Administrative Agent shall deem appropriate for such purpose, (ii) ▇▇▇▇▇ ▇ ▇▇▇▇ to the Collateral Agent on such Person’s assets of the same type that constitute Collateral to secure the Obligations, and (iii) deliver to the Administrative Agent documents of the types referred to in Sections 4.01(a)(iii), 4.01(a)(ivclauses (iii) and 4.01(a)(xiii(iv) of Section 4.01(a) and at the reasonably request of the Administrative Agent, customary favorable opinions of counsel to such Person as (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to such matters concerning such Person and the Loan Documents as the Administrative Agent may reasonably requestin clause (a)), and (b) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any Loan Party, cause such Loan Party to pledge such Equity Interests and promissory notes evidencing such Indebtedness (if any) (except that, if such Subsidiary is a CFCCFC that is not joined as a Loan Party, the Equity Interests of such Subsidiary to be pledged may be limited to sixty-five percent (65% %) of the outstanding voting Equity Interests of such Subsidiary and one hundred percent (100% %) of the non-voting Equity Interests of such Subsidiary and such time period may be extended based on local law or practice), in each case in form, content and scope reasonably satisfactory to the Administrative Agent. For the avoidance of doubt, no assets of a CFC, and no Equity Interests of a Subsidiary of any CFC, shall be required to be pledged under this Section 6.12. In no event shall compliance with this Section 6.12 waive or be deemed a waiver or Consent to any transaction giving rise to the need to comply with this Section 6.12 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower or permit the inclusion of any acquired assets in the computation of the Borrowing Base.

Additional Loan Parties. Notify (a) If any Domestic Loan Party shall form or acquire a Subsidiary the Parent will notify the Administrative Agent promptly after any Person becomes a Wholly Owned Subsidiary, thereof and promptly thereafter (and in any event within thirty (30) days (or such longer period of time as may be agreed to by the Administrative Agent in its reasonable discretion)) (a) cause any such Person that is a Domestic Subsidiary to (i) (A) if such Subsidiary is a Material Subsidiary but not a Foreign Subsidiary, the Parent will cause such Subsidiary to become a Borrower, if Loan Party hereunder and under each applicable Security Document within sixty (60) days after such Person Subsidiary is a Domestic Subsidiary that owns assets of formed or acquired and promptly take such actions to create and perfect Liens on such Subsidiary’s personal property to secure the type included in the Borrowing Base or Obligations (B) become a Guarantor, if such Person is a Domestic Subsidiary that does not own assets of the type included in the Domestic Borrowing Base, by executing and delivering subject to the Administrative Agent a Joinder Agreement or such other document as the Administrative Agent shall deem appropriate for such purposeIntercreditor Agreement), and (ii) ▇▇▇▇▇ ▇ ▇▇▇▇ to the Collateral Agent on if such Person’s assets to secure the ObligationsSubsidiary is not a Material Subsidiary, and (iii) deliver to the Administrative Agent documents of the types referred to in Sections 4.01(a)(iii), 4.01(a)(iv) and 4.01(a)(xiii) and at the reasonably request of the Administrative Agent, customary opinions of counsel Agent the Parent will cause such Subsidiary to become a Loan Party hereunder and under each applicable Security Document within sixty (60) days after such Person as Subsidiary is formed or acquired and promptly take such actions to create and perfect Liens on such matters concerning such Person and Subsidiary’s personal property to secure the Loan Documents as Obligations (subject to the Administrative Agent may reasonably request, Intercreditor Agreement) and (biii) if any Equity Interests or Indebtedness of such Person Subsidiary are owned by or on behalf of the Parent or any Loan Partyof its Domestic Subsidiaries, the Parent will cause such Loan Party to pledge such Equity Interests and promissory notes evidencing such Indebtedness to be pledged to secure the Obligations within sixty (if any60) days after such Subsidiary is formed or acquired (except that, subject to the Intercreditor Agreement). (b) If the Canadian Borrower shall form or acquire a Subsidiary the Parent will notify the Administrative Agent thereof and (i) if such Subsidiary is a CFCMaterial Subsidiary organized under the laws of Canada or any province or territory thereof, the Canadian Borrower will cause such Subsidiary to become a Canadian Loan Party hereunder and under each applicable Canadian Security Document within sixty (60) days after such Subsidiary is formed or acquired and promptly take such actions to create and perfect Liens on such Subsidiary’s personal property to secure the Canadian Liabilities and the Foreign Liabilities (subject to the Intercreditor Agreement), and (ii) if such Subsidiary is not a Material Subsidiary, at the request of the Administrative Agent the Canadian Borrower will cause such Subsidiary to become a Canadian Loan Party hereunder and under each applicable Canadian Security Document within sixty (60) days after such Subsidiary is formed or acquired and promptly take such actions to create and perfect Liens on such Subsidiary’s personal property to secure the Canadian Liabilities and the Foreign Liabilities (subject to the Intercreditor Agreement), and (iii) if any Equity Interests or Indebtedness of such Subsidiary are owned by or on behalf of the Canadian Borrower or any of its Subsidiaries, the Canadian Borrower will cause such Equity Interests and promissory notes evidencing such Indebtedness to be pledged to secure the Canadian Liabilities and Foreign Liabilities within sixty (60) days after such Subsidiary is formed or acquired (subject to the Intercreditor Agreement). (c) In connection with a Disposition permitted hereby, including a Disposition of the Equity Interests of such Subsidiary to be pledged may be limited to 65% a Subsidiary, the Administrative Agent shall, at the expense of the outstanding voting Borrowers, release its Lien upon the assets and/or Equity Interests of subject to such Subsidiary and 100% of Disposition and/or release the non-voting Equity Interests of such Subsidiary and such time period may be extended based on local law or practice), in each case in form, content and scope reasonably satisfactory to the Administrative Agent. For the avoidance of doubt, no assets of a CFC, and no Equity Interests of a Subsidiary of any CFC, shall be required to be pledged under this Section 6.12. In no event shall compliance with this Section 6.12 waive or be deemed a waiver or Consent to any transaction giving rise to the need to comply with this Section 6.12 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval Guaranty of such Person subject to such Disposition of Equity Interests, all pursuant to such release documents as a Borrower or permit the inclusion of any acquired assets in the computation of the Borrowing BaseBorrowers shall reasonably request.

Additional Loan Parties. Notify the Administrative Agent promptly after at the time that any Person becomes a Wholly Owned Subsidiary, and promptly thereafter (and in any event within thirty fifteen (3015) days (or such longer period of time as may be agreed to by the Administrative Agent in its reasonable discretiondays)) (a) , cause any such Person that (a) which is not a Domestic Subsidiary CFC, to (i) (A) become a Borrower, if such Person is a Domestic Subsidiary that owns assets of the type included in the Borrowing Base or (B) become a Guarantor, if such Person is a Domestic Subsidiary that does not own assets of the type included in the Domestic Borrowing Base, Loan Party by executing and delivering to the Administrative Agent a Joinder Agreement or a counterpart of the Facility Guaranty or such other document as the Administrative Agent shall deem appropriate for such purpose, (ii) ▇▇▇▇▇ ▇ ▇▇▇▇ to the Collateral Administrative Agent on such Person’s assets of the type included in the Collateral to secure the Obligations, and (iii) deliver to the Administrative Agent documents of the types referred to in Sections 4.01(a)(iii), 4.01(a)(ivclauses (iii) and 4.01(a)(xiii(iv) of Section 4.01(a) and at the reasonably request of the Administrative Agent, customary favorable opinions of counsel to such Person as (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to such matters concerning such Person and the Loan Documents as the Administrative Agent may reasonably requestin clause (a)), and (b) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any Loan Party, cause such Loan Party to pledge such Equity Interests and promissory notes evidencing such Indebtedness (if any) (except that, if such Subsidiary is a CFC, the Equity Interests of such Subsidiary to be pledged may be limited to sixty-five percent (65% %) of the outstanding voting Equity Interests of such Subsidiary and one hundred percent (100% %) of the non-voting Equity Interests of such Subsidiary and such time period may be extended based on local law or practice), in each case in form, content and scope reasonably satisfactory to the Administrative Agent. For the avoidance of doubt, no assets of a CFC, and no Equity Interests of a Subsidiary of any CFC, shall be required to be pledged under this Section 6.12. In no event shall compliance with this Section 6.12 waive or be deemed a waiver or Consent to any transaction giving rise to the need to comply with this Section 6.12 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower or permit the inclusion of any acquired assets in the computation of the Borrowing Base.

Additional Loan Parties. Notify the Administrative Agent promptly after at the time that any Person becomes a Wholly Owned Subsidiary, and whether the Borrower in its discretion elects to cause such Subsidiary to become a Loan Party (it being acknowledged by the Credit Parties that the Borrower is not obligated to cause such Subsidiary to become a Loan Party) and if any Equity Interests or Indebtedness of such Person are owned by any Loan Party, to promptly thereafter (and in any event within thirty (30) days (or such longer period of time as may be agreed to by the Administrative Agent shall agree) cause such Loan Party to pledge such Equity Interests and any promissory notes evidencing such Indebtedness to the extent required pursuant by the Security Agreement, in its reasonable discretioneach case in form, content and scope reasonably satisfactory to the Administrative Agent. If the Borrower elects to cause such Subsidiary to become a Loan Party: promptly thereafter (and in any event within thirty (30) days or such longer period as the Administrative Agent shall agree)) (a) , cause any such Person that is a Domestic Subsidiary (a) to (i) (A) become a Borrower, if such Person is a Domestic Subsidiary that owns assets of the type included in the Borrowing Base or (B) become a Guarantor, if such Person is a Domestic Subsidiary that does not own assets of the type included in the Domestic Borrowing Base, Loan Party by executing and delivering to the Administrative Agent a Joinder Agreement or such other document as the Administrative Agent shall deem appropriate for such purposeAgreement, (iib) to ▇▇▇▇▇ ▇ ▇▇▇▇ to the Collateral Agent on such Person’s assets to secure the ObligationsObligations and Other Liabilities on the same types of assets which constitute Collateral under the Security Documents, and (iiic) to deliver to the Administrative Agent documents of the types referred to in Sections 4.01(a)(iii), 4.01(a)(ivclauses (iii) and 4.01(a)(xiii(iv) and at the reasonably request of Section 4.01(a) and, if requested by the Administrative Agent, customary favorable opinions of counsel to such Person as to such matters concerning such Person and the Loan Documents as the Administrative Agent may reasonably request(which shall cover, and (b) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any Loan Party, cause such Loan Party to pledge such Equity Interests and promissory notes evidencing such Indebtedness (if any) (except that, if such Subsidiary is a CFCamong other things, the Equity Interests of such Subsidiary to be pledged may be limited to 65% legality, validity, binding effect and enforceability of the outstanding voting Equity Interests of such Subsidiary and 100% of the non-voting Equity Interests of such Subsidiary and such time period may be extended based on local law or practicedocumentation referred to above), in each case in form, content and scope reasonably satisfactory to the Administrative Agent. For the avoidance of doubt, no assets of a CFC, and no Equity Interests of a Subsidiary of any CFC, shall be required to be pledged under this Section 6.12. In no event shall compliance with this Section 6.12 waive or be deemed a waiver or Consent to any transaction giving rise to the need to comply with this Section 6.12 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower or Guarantor or permit the inclusion of any acquired assets in the computation of the Borrowing Base.

Additional Loan Parties. (a) Notify the Administrative Agent promptly after any Person becomes a Wholly Owned Subsidiary, and promptly thereafter (and in any event within thirty (30) days (or such longer period of time as may be agreed to by the Administrative Agent in its reasonable discretion)) (a) cause any such Person that is a Domestic Subsidiary to (i) (A) become a Borrower, if such Person is a Domestic Subsidiary that owns assets of the type included in the Borrowing Base and/or the FILO Borrowing Base or (B) become a Guarantor, if such Person is a Domestic Subsidiary that does not own assets of the type included in the Domestic Borrowing Base and/or the FILO Borrowing Base, by executing and delivering to the Administrative Agent a Joinder Agreement or such other document as the Administrative Agent shall deem appropriate for such purpose, (ii) ▇g▇▇▇▇ ▇ ▇▇▇▇ to the Collateral Agent on such Person’s assets to secure the Obligations, and (iii) deliver to the Administrative Agent documents of the types referred to in Sections 4.01(a)(iii), 4.01(a)(iv) and 4.01(a)(xiii) and at the reasonably request of the Administrative Agent, customary opinions of counsel to such Person as to such matters concerning such Person and the Loan Documents as the Administrative Agent may reasonably request, and (b) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any Loan Party, cause such Loan Party to pledge such Equity Interests and promissory notes evidencing such Indebtedness (if any) (except that, if such Subsidiary is a CFC, the Equity Interests of such Subsidiary to be pledged may be limited to 65% of the outstanding voting Equity Interests of such Subsidiary and 100% of the non-voting Equity Interests of such Subsidiary and such time period may be extended based on local law or practice), in each case in form, content and scope reasonably satisfactory to the Administrative Agent. For the avoidance of doubt, no assets of a CFC, and no Equity Interests of a Subsidiary of any CFC, shall be required to be pledged under this Section 6.12. In no event shall compliance with this Section 6.12 waive or be deemed a waiver or Consent to any transaction giving rise to the need to comply with this Section 6.12 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower or permit the inclusion of any acquired assets in the computation of the Borrowing Base and/or the FILO Borrowing Base. (b) Notwithstanding the foregoing provisions of clause (a) above, (i) the Loan Parties shall not be required to join Tops Markets II as a Borrower or a Guarantor hereunder so long as Tops Markets II does not own any material assets and conducts no business other than acting as an issuer under the Senior Notes, and (ii) the Loan Parties shall not be required to join TM1, LLC as a Borrower or a Guarantor hereunder until the Administrative Agent reasonably requests after such time as TM1, LLC has obtained a check cashing license from the State of New York.

Additional Loan Parties. Notify the Administrative Agent promptly after any Person becomes a Wholly Owned Subsidiary (other than any Excluded Subsidiary but including any Unrestricted Subsidiary being reclassified as a Restricted Subsidiary) of the Parent, and promptly thereafter (and in any event within thirty fifteen (3015) days (or such longer period of time as may be agreed to Business Days) if requested by the Administrative Agent in its reasonable discretion)) Agent, (ai) cause any such Person that is a Domestic Subsidiary to (i) (A) become a Borrower, if such Person is a Domestic Subsidiary that owns assets of the type included in the Borrowing Base Borrower or (B) become a Guarantor, if such Person is a Domestic Subsidiary that does not own assets of the type included in the Domestic Borrowing Base, Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement to this Agreement or a counterpart of the Facility Guaranty or such other document as the Administrative Agent shall deem reasonably appropriate for such purpose, (ii) subject to the requirements of Section 6.14(b), ▇▇▇▇▇ ▇ ▇▇▇▇ to the Collateral Agent on such Person’s assets on the same types of assets which constitute Collateral under the Security Documents to secure the Obligations, and (iii) deliver to the Administrative Agent documents of the types referred to in Sections 4.01(a)(iii), 4.01(a)(ivclauses (iii) and 4.01(a)(xiii(iv) of Section 4.01(a) and at the reasonably request of if requested by the Administrative Agent, customary favorable opinions of counsel to such Person as (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to such matters concerning such Person and the Loan Documents as the Administrative Agent may reasonably requestin clause (a)), and (b) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any Loan Party, cause such Loan Party to pledge such Equity Interests and promissory notes evidencing such Indebtedness (if any) (except that, if such Subsidiary is a CFC, the Equity Interests of such Subsidiary to be pledged may be limited to 65% of the outstanding voting Equity Interests of such Subsidiary and 100% of the non-voting Equity Interests of such Subsidiary and such time period may be extended based on local law or practice)Indebtedness, in each case in form, content and scope reasonably satisfactory to the Administrative Agent. For In addition, for purposes of compliance with Section 6.01, any direct or indirect parent entity of the avoidance of doubt, no assets of Parent may become a CFC, guarantor by executing and no Equity Interests of delivering to the Administrative Agent a Subsidiary of any CFC, guarantee agreement in a form satisfactory to the Administrative Agent which shall be required executed by the Lead Borrower and such parent; provided that such parent entity shall not otherwise be deemed to be pledged a “Borrower”, “Guarantor” or “Loan Party” for any purpose under this Section 6.12Agreement. In no event shall compliance with this Section 6.12 6.11 waive or be deemed a waiver or Consent consent to any transaction giving rise to the need to comply with this Section 6.12 6.11 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower or Guarantor or permit the inclusion of any acquired assets in the computation of the Borrowing Base.

Additional Loan Parties. Notify the Administrative Agent promptly after at the time that any Person becomes a Wholly Owned Subsidiary, whether such Person shall be an Excluded Subsidiary (and if so, pursuant to which clause or clauses of the definition thereof), and promptly thereafter (and in any event within thirty (30) days (or such longer period of time as may be agreed to by the Administrative Agent in its reasonable discretion30 days)) (a) , cause any such Person that which is a Domestic Subsidiary to not an Excluded Subsidiary, (i) (A) to become a Borrower, if such Person is a Domestic Subsidiary that owns assets of the type included in the Borrowing Base or (B) become a Guarantor, if such Person is a Domestic Subsidiary that does not own assets of the type included in the Domestic Borrowing Base, by executing Loan Party and delivering to the Administrative Agent a Joinder Agreement or such other document as the Administrative Agent shall deem appropriate for such purpose, (ii) ▇▇▇▇▇ ▇ ▇▇▇▇ to the Collateral Agent on such Person’s assets of the types constituting Collateral to secure the ObligationsObligations by executing and delivering to the Administrative Agent a joinder to each of the Security Agreement and the Facility Guaranty and such other documents (including, to the extent applicable, Mortgages and Related Real Estate Collateral Security Agreements) as the Administrative Agent shall deem appropriate for such purpose and by complying with the Term Loan Priority Collateral Requirements with respect to any Material Real Estate Assets and Material Related Collateral Locations, (iiiii) deliver to the Administrative Agent documents of the types referred to in Sections 4.01(a)(iii), 4.01(a)(iv4.01(g) and 4.01(a)(xiii4.01(k) and at the reasonably request of and, upon the Administrative Agent’s reasonable request, customary favorable opinions of counsel to such Person as (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to such matters concerning such Person and the Loan Documents as the Administrative Agent may reasonably request, in this sentence) and (biii) if any Equity Interests or Indebtedness of such Person are is owned by or on behalf of any Loan PartyParty in an amount greater than or equal to $10,000,000 individually or in the aggregate, cause such Loan Party to pledge such Equity Interests Indebtedness and promissory notes evidencing such Indebtedness (if any) (except that, if such Subsidiary is a CFC, the Equity Interests of such Subsidiary to be pledged may be limited to 65% of the outstanding voting Equity Interests of such Subsidiary and 100% of the non-voting Equity Interests of such Subsidiary and such time period may be extended based on local law or practice)Indebtedness, in each case in form, content and scope reasonably satisfactory to the Administrative Agent. For the avoidance of doubt, no assets of a CFC, and no Equity Interests of a Subsidiary of any CFC, shall be required to be pledged under this Section 6.12. In no event shall compliance with this Section 6.12 5.12 waive or be deemed a waiver or Consent consent to any transaction giving rise to the need to comply with this Section 6.12 5.12 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower or permit the inclusion of any acquired assets in the computation of the Borrowing BaseAgreement.

Additional Loan Parties. Notify Upon (i) any Loan Party creating or acquiring any Subsidiary that is a wholly-owned Restricted Subsidiary (other than an Immaterial Subsidiary or Excluded Subsidiary) after the Administrative Agent promptly after Closing Date, (ii) any Person becomes Subsidiary that is a Wholly Owned Restricted Subsidiary of a Loan Party ceasing to be an Immaterial Subsidiary, and (iii) any Immaterial Subsidiary providing a guarantee of any Material Indebtedness or (iv) any Subsidiary that is an Unrestricted Subsidiary becoming a wholly-owned Restricted Subsidiary (other than an Immaterial Subsidiary or Excluded Subsidiary) pursuant to Section 6.11, such Loan Party shall, to the extent that it does not violate any Gaming Law, (A) cause each such Subsidiary that is a Restricted Subsidiary (other than an Immaterial Subsidiary, except for any Immaterial Subsidiary listed in clause (iii) above)) to promptly thereafter (and but in any event within thirty 180 days after the later of such event described in clause (30i), (ii), (iii) days or (iv) above or receipt of such approval (or such longer period of time as may be agreed to by the Administrative Agent may agree to in its reasonable discretiondiscretion or as required to obtain any necessary Gaming Approval)) (a) cause any , execute and deliver a Guaranty and all such Person that is a Domestic other documents and certificates as the Administrative Agent may reasonably request in order to have such Restricted Subsidiary to (i) (A) become a Borrower, if such Person is a Domestic Subsidiary that owns assets of the type included in the Borrowing Base or (B) become a Guarantor, if such Person is a Domestic Subsidiary that does not own assets of the type included in the Domestic Borrowing Base, by executing and delivering to the Administrative Agent a Joinder Agreement or such other document as the Administrative Agent shall deem appropriate for such purpose, (ii) ▇▇▇▇▇ ▇ ▇▇▇▇ to the Collateral Agent on such Person’s assets to secure the Obligations, and (iiiB) deliver to the Administrative Agent documents of the types referred to in Sections 4.01(a)(iii), 4.01(a)(iv) and 4.01(a)(xiii) and at the all legal opinions reasonably request of the Administrative Agent, customary opinions of counsel to such Person as to such matters concerning such Person and the Loan Documents as requested by the Administrative Agent may reasonably requestrelating to the matters described above covering matters similar to those covered in the opinions delivered on the Closing Date with respect to such Guarantor, (C) deliver to the Administrative Agent an executed joinder to the Security Agreement and take all actions required by the Security Agreement or requested by the Administrative Agent to perfect the Liens created thereunder and (bD) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any Loan Party, cause to the extent such Loan Party owns any Real Property having a fair market value greater than $25,000,000, execute and deliver the items required pursuant to pledge such Equity Interests and promissory notes evidencing such Indebtedness Section 4.01(a)(iv)(A) – (if anyF) (except hereof; provided that, if such notwithstanding anything in this Section 6.08 to the contrary, any Immaterial Subsidiary that is a CFC, the Equity Interests guarantor of such Subsidiary to be pledged may be limited to 65% any Material Indebtedness of the outstanding voting Equity Interests of such Subsidiary and 100% of Borrower or the non-voting Equity Interests of such Subsidiary and such time period may be extended based on local law or practice), in each case in form, content and scope reasonably satisfactory to the Administrative Agent. For the avoidance of doubt, no assets of a CFC, and no Equity Interests of a Subsidiary of any CFC, Restricted Subsidiaries shall only be required to be pledged under a Guarantor until such time as its guaranty of such Material Indebtedness is released (at which time it shall be released by the Administrative Agent from the Guaranty on the request of the Borrower without further action by the Creditor Parties). To the extent any Gaming Approvals are required for any actions required by this Section 6.12. In 6.08, the Borrower and/or applicable Loan Party shall, at their own expense, promptly apply for and thereafter diligently pursue such Gaming Approvals; provided further, however, that (i) no event shall compliance with this Section 6.12 waive or be deemed a waiver or Consent to any transaction giving rise to the need to comply with this Section 6.12 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower or permit the inclusion of any acquired assets funds held in the computation of Term A Loan Proceeds Account or the Borrowing BaseRevolving Loan Proceeds Account may be transferred into the Operating Account until all funds in the Company Equity Contribution Account have been exhausted and (ii) no funds held in the Revolving Loan Proceeds Account may be transferred into the Operating Account until all funds in the Term A Loan Proceeds Account have been exhausted.

Additional Loan Parties. Notify the Administrative Agent promptly after at the time that any Person becomes a Wholly Owned domestic Subsidiary, and promptly thereafter (and in any event within thirty fifteen (3015) days (Business Days or such longer period of time as may be agreed to by the Administrative Agent KKR Representative in its reasonable discretion)) (a) , cause any such Person that is (a) which does not qualify as a Domestic Non-Guarantor Subsidiary to (i) (A) become a Borrower, if such Person is a Domestic Subsidiary that owns assets of the type included in the Borrowing Base or (B) become a Guarantor, if such Person is a Domestic Subsidiary that does not own assets of the type included in the Domestic Borrowing Base, Loan Party by executing and delivering to the Administrative Agent a Joinder joinder to this Agreement or a joinder to the Facility Guaranty or such other document documents as the Administrative Agent KKR Representative shall deem appropriate for such purpose, (ii) ▇g▇▇▇▇ ▇ ▇▇▇▇ to the Collateral Agent on such Person’s Intellectual Property and other assets of the same type that constitute Collateral (other than for the avoidance of doubt, Real Estate and other Excluded Property) to secure the Obligations, and (iii) deliver to the Administrative Agent documents of the types referred to in Sections 4.01(a)(iii), 4.01(a)(ivclauses (iii) and 4.01(a)(xiii(iv) of Section 4.01(a) and at the reasonably request of the Administrative Agent, customary opinions of counsel to such Person as (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to such matters concerning such Person and the Loan Documents as the Administrative Agent may reasonably requestin clause (a)), and (b) if any Equity Interests or Indebtedness of such Person (other than an Excluded Subsidiary) are owned by or on behalf of any Loan Party, cause such Loan Party to pledge such Equity Interests and promissory notes evidencing such Indebtedness (if any) (except that, if such Subsidiary is a CFC, the Equity Interests of such Subsidiary to be pledged may shall be limited to 65% of the outstanding voting Equity Interests of such Subsidiary and 100% of the non-voting Equity Interests of such Subsidiary and such time period may be extended based on local law or practice)Subsidiary, in each case in form, content and scope reasonably satisfactory to the Administrative Agent. For KKR Representative (it being understood that in no event shall the avoidance Borrower be required to take any action outside of doubt, no assets of a CFC, and no the United States in order to create or perfect any security interest in any Equity Interests of a foreign Subsidiary of any CFCand no foreign Law security or pledge agreements, shall deeds, filings or searches will be required to be pledged under this Section 6.12required)). In no event shall compliance with this Section 6.12 6.11 waive or be deemed a waiver or Consent to any transaction giving rise to the need to comply with this Section 6.12 6.11 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower or permit the inclusion of any acquired assets in the computation of the Borrowing BaseBorrower.

Additional Loan Parties. Notify the Administrative Agent promptly after at the time that any Person becomes a Wholly Owned Subsidiary, and promptly thereafter (and in any event (y) within thirty fifteen (3015) days for any Subsidiary other than an Immaterial Subsidiary and (or such longer period of time as may z) with respect to any Immaterial Subsidiary, not later than the next date on which the financial statements referred to in Sections 6.01(a) and 6.01(b) are required to be agreed to by the Administrative Agent in its reasonable discretiondelivered)) (a) , cause any such Person that (a) which is not a Domestic Subsidiary CFC, to (i) (A) become a Borrower, if such Person is a Domestic Subsidiary that owns assets of the type included in the Borrowing Base or (B) become a Guarantor, if such Person is a Domestic Subsidiary that does not own assets of the type included in the Domestic Borrowing Base, Loan Party by executing and delivering to the Administrative Agent a Joinder Agreement or such other document as the Administrative Agent shall deem appropriate reasonably request for such purpose, (ii) ▇▇▇▇▇ ▇ ▇▇▇▇ to the Collateral Agent on such Person’s assets to secure the Obligations, and (iii) deliver to the Administrative Agent documents of the types referred to in Sections 4.01(a)(iii), 4.01(a)(ivclauses (iii) and 4.01(a)(xiii(iv) and at the reasonably request of Section 4.01(a) and, if requested by the Administrative AgentAgent in connection with a Subsidiary other than an Immaterial Subsidiary, customary favorable opinions of counsel to such Person as (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to such matters concerning such Person and the Loan Documents as the Administrative Agent may reasonably requestin this clause (a)), and (b) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any Loan Party, cause such Loan Party to pledge such Equity Interests and promissory notes evidencing such Indebtedness (if any) (except that, if such Subsidiary is a CFC, the Equity Interests of such Subsidiary to be pledged may be limited to 65% of the outstanding voting Equity Interests of such Subsidiary and 100% of the non-voting Equity Interests of such Subsidiary and such time period may be extended based on local law or practice), in each case in form, content and scope reasonably satisfactory to Administrative Agent (it being understood that, if requested by the Administrative Agent. For the avoidance of doubt, no assets of a CFC, and no Equity Interests of a Subsidiary Lead Borrower shall promptly deliver customary favorable legal opinions in respect of any CFC, shall be required Subsidiary that was an Immaterial Subsidiary that ceases to be pledged under this Section 6.12an Immaterial Subsidiary to the extent not previously delivered hereunder). In no event shall compliance with this Section 6.12 waive or be deemed a waiver or Consent to any transaction giving rise to the need to comply with this Section 6.12 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower or permit the inclusion of any acquired assets in the computation of the Borrowing Base.Section

Additional Loan Parties. (a) Notify the Administrative Agent promptly after at the time that any Person becomes a Wholly Owned SubsidiarySubsidiary or is otherwise required to join as a Loan Party, and promptly thereafter (and in any event within thirty fifteen (3015) days days) (or such longer period of time as may be agreed to by the Administrative Agent in its reasonable discretionmay agree)) (a) , cause any such Person that is a Domestic Subsidiary to (i) (A) become a Borrower, if such Person is a Domestic Subsidiary that owns assets of the type included in the Borrowing Base or (B) become a Guarantor, if such Person is a Domestic Subsidiary that does not own assets of the type included in the Domestic Borrowing Base, Loan Party by executing and delivering to the Administrative Agent a Joinder Agreement or a counterpart of the Facility Guaranty or such other document as the Administrative Agent shall deem appropriate for such purpose, (ii) ▇▇▇▇▇ ▇ ▇▇▇▇ to the Collateral Agent on such Person’s assets to secure the ObligationsObligations to the extent required under the Security Documents, and (iii) deliver to the Administrative Agent documents of the types referred to in Sections 4.01(a)(iii), 4.01(a)(ivclauses (ii) and 4.01(a)(xiii(iii) of Section 4.01(a) and at the reasonably request of the Administrative Agent, customary favorable opinions of counsel to such Person as to such matters concerning such Person and the Loan Documents as the Administrative Agent may reasonably request(which shall cover, and (b) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any Loan Party, cause such Loan Party to pledge such Equity Interests and promissory notes evidencing such Indebtedness (if any) (except that, if such Subsidiary is a CFCamong other things, the Equity Interests of such Subsidiary to be pledged may be limited to 65% legality, validity, binding effect and enforceability of the outstanding voting Equity Interests of such Subsidiary and 100% of the non-voting Equity Interests of such Subsidiary and such time period may be extended based on local law or practicedocumentation referred to in clause (x), in each case in form, content and scope reasonably satisfactory to the Administrative Agent. For the avoidance of doubt, no assets of a CFC, and no Equity Interests of a Subsidiary of any CFC, shall be required to be pledged under this Section 6.12). In no event shall compliance with this Section 6.12 waive or be deemed a waiver or Consent to any transaction giving rise to the need to comply with this Section 6.12 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower or permit the inclusion of any acquired assets in the computation of the any Borrowing Base. At all times, the Loan Parties shall cause each Subsidiary that is a “Loan Party” (as defined in the ABL Loan Documents) to remain a Loan Party under the Loan Documents, except to the extent a release of such Loan Party from its obligations under the ABL Loan Documents and the Loan Documents is permitted pursuant to the terms of the ABL Loan Documents and the Loan Documents. (b) Prior to the acquisition by TCP Canada Inc. of any assets (other than the assets described in Section 5.13(b) hereof or other assets not of the same type that constitutes Collateral (which other assets are not used in connection with any of the Loan Parties’ business operations)), cause such Person to (A) become a Loan Party by executing and delivering to the Agents a Joinder Agreement or a counterpart of the Facility Guaranty or such other document as the Administrative Agent shall deem appropriate for such purpose, (B) ▇▇▇▇▇ ▇ ▇▇▇▇ to the Collateral Agent on such Person’s assets to the extent required by the Security Documents, and (C) deliver to the Agents documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a) 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 in clause (i), subject to customary assumptions and qualifications), all of the foregoing to be in form, content and scope reasonably satisfactory to the Administrative Agent.

Additional Loan Parties. Notify the Administrative Agent promptly after any Person becomes a Wholly Owned Subsidiary (other than any Excluded Subsidiary but including any Unrestricted Subsidiary being reclassified as a Restricted Subsidiary) of the Parent, and promptly thereafter (and in any event within thirty fifteen (3015) days (or such longer period of time as may be agreed to Business Days) if requested by the Administrative Agent in its reasonable discretion)) Agent, (a%4) cause any such Person that is a Domestic Subsidiary to (i) (A) become a Borrower, if such Person is a Domestic Subsidiary that owns assets of the type included in the Borrowing Base Borrower or (B) become a Guarantor, if such Person is a Domestic Subsidiary that does not own assets of the type included in the Domestic Borrowing Base, Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement to this Agreement or a counterpart of the Facility Guaranty or such other document as the Administrative Agent shall deem reasonably appropriate for such purpose, (ii%4) subject to the requirements of Section 6.14(b), ▇▇▇▇▇ ▇ ▇▇▇▇ to the Collateral Administrative Agent on such Person’s assets on the same types of assets which constitute Collateral under the Security Documents to secure the Obligations, and (iii%4) deliver to the Administrative Agent documents of the types referred to in Sections 4.01(a)(iii), 4.01(a)(ivclauses (iii) and 4.01(a)(xiii(iv) of Section 4.01 and at the reasonably request of if requested by the Administrative Agent, customary favorable opinions of counsel to such Person as (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to such matters concerning such Person and the Loan Documents as the Administrative Agent may reasonably requestin clause (a)), and (b) to the extent required to be pledged pursuant to the applicable Security Documents and subject to the Intercreditor Agreement, if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any Loan Party, cause such Loan Party to pledge such Equity Interests and promissory notes evidencing such Indebtedness (if any) (except that, if such Subsidiary is a CFC, the Equity Interests of such Subsidiary to be pledged may be limited to 65% of the outstanding voting Equity Interests of such Subsidiary and 100% of the non-voting Equity Interests of such Subsidiary and such time period may be extended based on local law or practice)Indebtedness, in each case in form, content and scope reasonably satisfactory to the Administrative Agent. For In addition, for purposes of compliance with Section 6.01, any direct or indirect parent entity of the avoidance of doubt, no assets of Parent may become a CFC, guarantor by executing and no Equity Interests of delivering to the Administrative Agent a Subsidiary of any CFC, guarantee agreement in a form satisfactory to the Administrative Agent which shall be required executed by the Parent and such parent; provided that such parent entity shall not otherwise be deemed to be pledged a “Borrower”, “Guarantor” or “Loan Party” for any purpose under this Section 6.12Agreement. In no event shall compliance with this Section 6.12 6.11 waive or be deemed a waiver or Consent consent to any transaction giving rise to the need to comply with this Section 6.12 6.11 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower or Guarantor or permit the inclusion of any acquired assets in the computation of the Borrowing Base.

Additional Loan Parties. (a) Notify the Administrative Agent promptly after at the time that any Person becomes a Wholly Wholly-Owned SubsidiarySubsidiary of any Loan Party, and promptly thereafter (and in any event within thirty (30) days (or such longer period of time as the Agent may be agreed to by the Administrative Agent in its reasonable discretionagree)) (a) , cause any such Person that which is a Domestic Subsidiary (other than any Excluded Subsidiary) to (i) (Ax) become a Borrower, if such Person is a Domestic Subsidiary that owns assets of the type included in the Borrowing Base or (B) become a Guarantor, if such Person is a Domestic Subsidiary that does not own assets of the type included in the Domestic Borrowing Base, Loan Party by executing and delivering to the Administrative Agent a Joinder to this Agreement or a Joinder to the Facility Guaranty or such other document documents as the Administrative Agent shall deem reasonably appropriate for such purpose, (iiy) ▇▇▇▇▇ ▇ ▇▇▇▇ to the Collateral Agent on such Person’s assets of the same type that constitute Collateral to secure the ObligationsObligations to the extent required by the Security Documents, and (iiiz) deliver to the Administrative Agent documents of the types referred to in Sections 4.01(a)(iii), 4.01(a)(ivclauses (iii) and 4.01(a)(xiii(iv) of Section 4.01(a) and at the reasonably request of the Administrative Agent, customary opinions of counsel to such Person as to such matters concerning such Person (which shall cover, among other things, authority, legality, validity, binding effect and enforceability of the Loan Documents as described in this clause (a), non-contravention and creation and perfection of the Administrative Agent may reasonably requestLiens on the assets described in this clause (a) in favor of the Agent), and (bii) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any Loan Party, cause such Loan Party to pledge such Equity Interests and promissory notes evidencing such Indebtedness (if any) (except that, notwithstanding the foregoing, if such any Subsidiary is a CFCForeign Subsidiary or a Foreign Subsidiary Holding Company, the Equity Interests of such Subsidiary to be pledged may shall be limited to 65% of the outstanding voting Equity Interests of such Subsidiary and 100% of the non-voting Equity Interests of such Subsidiary and such time period may be extended based on local law or practiceSubsidiary), in each case in form, content and scope reasonably satisfactory to the Administrative Agent. For the avoidance of doubtdoubt and notwithstanding anything herein or in any Security Document to the contrary, no none of the assets of a CFC, and no any Foreign or any Foreign Subsidiary Holding Company (including any Equity Interests of held by a Subsidiary of any CFC, Foreign Subsidiary) shall be required to be pledged hereunder or under this Section 6.12. any Security Document. (b) In no event shall compliance with this Section 6.12 6.11 waive or be deemed a waiver or Consent to any transaction giving rise to the need to comply with this Section 6.12 6.11 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower or Guarantor or permit the inclusion of any acquired assets or assets of such Subsidiary in the computation of the Borrowing Base. (c) Notwithstanding anything to the contrary contained herein, if the Agent reasonably determines that the cost of obtaining any pledge or security interest otherwise required pursuant to this Section 6.11 is excessive in relation to the benefit thereof, then no such pledge or security interest shall be required hereunder.

Additional Loan Parties. Notify the Administrative Agent promptly after at the time that any Person becomes a Wholly Owned Material Subsidiary, and promptly thereafter (and in any event within thirty fifteen (3015) days (or such longer period of time as may be agreed to by the Administrative Agent in its reasonable discretion)) days): (a) cause any such Person that Material Subsidiary, if it is not a Domestic Subsidiary to CFC, (i) (A) become to become, at the Agent’s option, a Borrower, if such Person is a Domestic Subsidiary that owns assets of the type included in the Borrowing Base Borrower or (B) become a Guarantor, if such Person is a Domestic Subsidiary that does not own assets of the type included in the Domestic Borrowing Base, Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement to the Loan Documents, or such other document documents as the Administrative Agent shall deem appropriate for such purpose, (ii) to ▇▇▇▇▇ ▇ ▇▇▇▇ to the Collateral Agent on such PersonMaterial Subsidiary’s assets of the same type that constitute Collateral to secure the Obligations, and (iii) deliver to the Administrative Agent documents of the types referred to in Sections 4.01(a)(iii), 4.01(a)(iv) and 4.01(a)(xiii(iv) and at the reasonably request of the Administrative Agent, customary favorable opinions of counsel to such Person as Material Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to such matters concerning such Person and the Loan Documents as the Administrative Agent may reasonably requestin clause (i)), and (b) if any Equity Interests or Indebtedness of such Person Material Subsidiary are owned by or on behalf of owing to any Loan Party, cause to the extent that such Loan Party Equity Interests or Indebtedness are not already Collateral, to pledge such Equity Interests and promissory notes evidencing such Indebtedness (if any) (except that, if such Material Subsidiary is a CFC, the Equity Interests of such Material Subsidiary to be pledged may by any Loan Party shall be limited to 65% of the outstanding voting Equity Interests of such Material Subsidiary and 100% of the non-voting Equity Interests of such Subsidiary and such time period may be extended based on local law or practice)Material Subsidiary, in each case in form, content and scope reasonably satisfactory to the Administrative Agent. For the avoidance of doubt, no assets of a CFC, and no Equity Interests of a Subsidiary of any CFC, shall be required to be pledged under this Section 6.12. In no event shall compliance with this Section 6.12 6.11 waive or be deemed a waiver or Consent to any transaction giving rise to the need to comply with this Section 6.12 6.11 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Material Subsidiary, an approval of such Person as a Borrower or permit the inclusion of any acquired assets in the computation of the Borrowing BaseBorrower.

Additional Loan Parties. Notify (a) Subject to compliance with the Administrative Agent promptly provisions of paragraphs (c) and (d) of Clause 21.8 (“Know your customer” checks), the Parent may request that any of its Subsidiaries (other than the Borrower) become a Loan Party. (b) The Parent shall procure that any other member of the Group which is a Material Company or is a Holding Company of such a Material Company shall, as soon as possible after any Person becomes becoming a Wholly Owned SubsidiaryMaterial Company and, and promptly thereafter (and in any event within thirty 30 days, become an Additional Loan Party to the extent required under Clause 23.28 (30) days (or such longer period of time as may be agreed to by the Administrative Agent in its reasonable discretionLoan Parties)). (ac) cause any such Person that is a Domestic Subsidiary to A member of the Restricted Group shall become an Additional Loan Party if: (i) (A) become a Borrower, if such Person is a Domestic Subsidiary that owns assets of the type included in Borrower and the Borrowing Base or (B) become a Guarantor, if such Person is a Domestic Subsidiary that does not own assets of the type included in the Domestic Borrowing Base, by executing and delivering proposed Additional Loan Party deliver to the Administrative Agent a Joinder Agreement or such other document as the Administrative Agent shall deem appropriate for such purpose, duly completed and executed Accession Deed; and (ii) ▇▇▇▇▇ ▇ ▇▇▇▇ to the Collateral Agent on such Person’s assets to secure the Obligations, and (iii) deliver to the Administrative Agent documents has received all of the types referred documents and other evidence listed in Part II of Schedule 2 (Conditions precedent) in relation to in Sections 4.01(a)(iii), 4.01(a)(iv) and 4.01(a)(xiii) and at the reasonably request of the Administrative Agent, customary opinions of counsel to such Person as to such matters concerning such Person and the Loan Documents as the Administrative Agent may reasonably request, and (b) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any that Additional Loan Party, cause such Loan Party to pledge such Equity Interests each in form and promissory notes evidencing such Indebtedness (if any) (except that, if such Subsidiary is a CFC, the Equity Interests of such Subsidiary to be pledged may be limited to 65% of the outstanding voting Equity Interests of such Subsidiary and 100% of the non-voting Equity Interests of such Subsidiary and such time period may be extended based on local law or practice), in each case in form, content and scope reasonably substance satisfactory to the Administrative AgentAgent (acting reasonably). (d) The Agent shall notify the Borrower and the Lenders promptly upon being satisfied that it has received (in form and substance satisfactory to it) all the documents and other evidence listed in Part II of Schedule 2 (Conditions precedent). (e) Other than to the extent that the Majority Lenders notify the Agent in writing to the contrary before the Agent gives the notification described in paragraph (d) above, the Lenders authorise (but do not require) the Agent to give that notification. For The Agent shall not be liable for any damages, costs or losses whatsoever as a result of giving any such notification. (f) The Agent (acting on the avoidance instructions of doubtthe Majority Lenders) may, no assets on the instructions of a CFCthe Majority Lenders, and no Equity Interests of a Subsidiary of any CFC, shall be required agree with the Parent that the requirements under paragraph (c)(ii) above are to be pledged delivered and/or satisfied at a date later than the date on which the relevant entity becomes an Additional Loan Party. (g) The Agent (acting on the instructions of the Majority Lenders) may, on the instructions of the Majority Lenders (but shall not be obliged to), agree a limit on the amount of the liability of the potential Additional Loan Party under this Section 6.12. In no event shall compliance with this Section 6.12 waive or be deemed a waiver or Consent to any transaction giving rise to the need to comply with this Section 6.12 if such transaction was not otherwise expressly permitted by Clause 19 (Guarantee and Indemnities) of this Agreement or constitute or be deemed other changes to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower or permit the inclusion of any acquired assets Finance Documents which in the computation opinion of the Borrowing BaseAgent, based on the advice of its legal counsel, are necessary or desirable to overcome any prohibition or a risk that a guarantee by the potential Additional Loan Party will not be legal, valid, binding, enforceable and effective. The reasonable cost of the advice of legal counsel obtained pursuant to this paragraph (g) shall be for the account of the Borrower.

Additional Loan Parties. Notify the (a) Each Loan Party shall notify Administrative Agent promptly after at the time that any Person becomes a Wholly Owned Subsidiarywholly-owned Domestic Subsidiary of such Loan Party (including pursuant a Permitted Acquisition) or ceases to be an Excluded Subsidiary pursuant to the definition thereof, and promptly thereafter (and in any event within thirty (30) days (or such longer period of time as may be agreed to by the Administrative Agent in its reasonable sole discretion)) (a) cause any such Person that is a Domestic Subsidiary to (i) execute and deliver or cause to be delivered to Administrative Agent all Security Documents, stock certificates, stock powers and other agreements and instruments as may be requested by Administrative Agent to ensure that Administrative Agent has a perfected Lien on all ownership interests (other than Excluded Assets) held by such Loan Party in such Domestic Subsidiary, and (ii) cause such new Domestic Subsidiary or Domestic Subsidiary that ceases to be an Excluded Subsidiary to (A) become a Borrower, if such Person is Guarantor and/or a Domestic Subsidiary that owns assets of the type included in the Borrowing Base or (B) become a Guarantor, if such Person is a Domestic Subsidiary that does not own assets of the type included in the Domestic Borrowing Base, Borrower by executing and delivering to Administrative Agent a Guaranty (or a joinder to Guaranty) and/or a Joinder Agreement, (B) execute and deliver all Security Documents (or joinders or assumptions thereto) requested by Administrative Agent pledging to Administrative Agent for the benefit of the Secured Parties all of its Property (other than Excluded Assets or such other exceptions as Administrative Agent may permit) and take all actions required by Administrative Agent to grant to Administrative Agent for the benefit of Secured Parties a perfected first priority (subject to Permitted Liens that have priority over the Liens in favor of the Administrative Agent under applicable law) security interest in such Property, including entering into a Joinder Agreement or Control Agreements required pursuant to Section 6.12 and the filing of UCC financing statements in such other document jurisdictions as the may be requested by Administrative Agent shall deem appropriate for such purpose, (ii) ▇▇▇▇▇ ▇ ▇▇▇▇ to the Collateral Agent on such Person’s assets to secure the ObligationsAgent, and (iiiC) deliver to the Administrative Agent such other documents of the types referred to in Sections 4.01(a)(iii)and instruments as Administrative Agent may require, 4.01(a)(iv) and 4.01(a)(xiii) and at the reasonably request of the Administrative Agent, customary including appropriate favorable opinions of counsel to such Person as to such matters concerning such Person and the Loan Documents as the Administrative Agent may reasonably request, and (b) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any Loan Party, cause such Loan Party to pledge such Equity Interests and promissory notes evidencing such Indebtedness (if any) (except that, if such Subsidiary is a CFC, the Equity Interests of such Subsidiary to be pledged may be limited to 65% of the outstanding voting Equity Interests of such Subsidiary and 100% of the non-voting Equity Interests of such Subsidiary and such time period may be extended based on local law or practice), in each case in form, content and scope reasonably satisfactory to Administrative Agent. (b) Each Loan Party will cause 100% of the issued and outstanding Equity Interests of each of its Domestic Subsidiaries (other than the Excluded Subsidiary so long as such Domestic Subsidiary constitutes an Excluded Subsidiary) to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent. For , for the avoidance benefit of doubtthe Administrative Agent and the other Secured Parties, no assets of a CFC, and no Equity Interests of a Subsidiary of any CFC, shall be required to be pledged under this Section 6.12. In no event shall compliance with this Section 6.12 waive or be deemed a waiver or Consent to any transaction giving rise pursuant to the need to comply with this Section 6.12 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower or permit the inclusion of any acquired assets in the computation terms and conditions of the Borrowing BaseLoan Documents or other Security Documents as the Administrative Agent shall reasonably request.

Additional Loan Parties. Notify the Administrative Agent promptly after at the time that any Person becomes a Wholly Owned Domestic Subsidiary, and promptly thereafter (and in any event within thirty (30) days (or such longer period of time as may be agreed to by the Administrative Agent in its reasonable discretiondays)) (a) , cause any such Person that (a) which is not a Domestic CFC or the Immaterial Subsidiary to (i) (A) become a Borrower, if such Person is a Domestic Subsidiary that owns assets of the type included in the Borrowing Base or (B) become a Guarantor, if such Person is a Domestic Subsidiary that does not own assets of the type included in the Domestic Borrowing Base, Loan Party by executing and delivering to the Administrative Agent a Joinder Agreement to this Agreement or a Joinder Agreement to the Facility Guaranty or such other document documents as the Administrative Agent shall deem appropriate for such purpose, (ii) ▇▇▇▇▇ ▇ ▇▇▇▇ to the Collateral Agent on such Person’s assets of the same type that constitute Collateral to secure the Obligations, DB1/ 97390493.6 and (iii) deliver to the Administrative Agent documents of the types referred to in Sections 4.01(a)(iii), 4.01(a)(ivclauses (iii) and 4.01(a)(xiii(iv) of Section 4.01(a) and at the reasonably request of the Administrative Agent, customary favorable opinions of counsel to such Person as (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to such matters concerning such Person and the Loan Documents as the Administrative Agent may reasonably requestin clause (a)), and (b) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any Loan Party, cause such Loan Party to pledge such Equity Interests and promissory notes evidencing such Indebtedness (if any) (except that, if such Subsidiary is a CFC), the Equity Interests of such Subsidiary to be pledged may be limited to 65% of the outstanding voting Equity Interests of such Subsidiary and 100% of the non-voting Equity Interests of such Subsidiary and such time period may be extended based on local law or practice)Subsidiary, in each case in form, content and scope reasonably satisfactory to the Administrative Agent. For the avoidance of doubt, no assets of a CFC, and no Equity Interests of a Subsidiary of any CFC, shall be required to be pledged under this Section 6.12. In no event shall compliance with this Section 6.12 6.11 waive or be deemed a waiver or Consent to any transaction giving rise to the need to comply with this Section 6.12 6.11 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower or Guarantor hereunder or permit the inclusion of any acquired assets in the computation of the Borrowing Base and/or the FILO Borrowing Base.

Additional Loan Parties. Notify the Administrative Agent promptly after any Person becomes a Wholly Owned SubsidiarySubsidiary that is a direct wholly-owned Subsidiary of a Loan Party, and promptly thereafter (and in any event within thirty (30) days (or such longer period of time as the Agent may be agreed to by the Administrative Agent in its reasonable discretionagree)) (a) , cause any such Person that (a) which is not a CFC or Excluded Domestic Subsidiary to (i) (A) become a Borrower, if such Person is a Domestic Subsidiary that owns assets of the type included in the Borrowing Base or (B) become a Guarantor, if such Person is a Domestic Subsidiary that does not own assets of the type included in the Domestic Borrowing Base, Loan Party by executing and delivering to the Administrative Agent a Joinder to this Agreement or a Joinder to the Facility Guaranty or such other document documents as the Administrative Agent shall deem appropriate for such purpose, (ii) ▇g▇▇▇▇ ▇ ▇▇▇▇ to the Collateral Agent on such Person’s assets of the same type that constitute Collateral to secure the Obligations, and (iii) deliver to the Administrative Agent documents of the types referred to in Sections 4.01(a)(iii), 4.01(a)(ivclauses (ii) and 4.01(a)(xiii(iii) and at the reasonably request of the Administrative Section 4.01(a) and, if requested by Agent, customary opinions of counsel to such Person as (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to such matters concerning such Person and the Loan Documents as the Administrative Agent may reasonably requestin clause (a)), and (b) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any Loan Party, cause such Loan Party to pledge such Equity Interests and promissory notes evidencing such Indebtedness (if any) (except that, if such Subsidiary is a CFC, the Equity Interests of such Subsidiary to be pledged may be limited to 65% of the outstanding voting Equity Interests of such Subsidiary and 100% of the non-voting Equity Interests of such Subsidiary and such time period may be extended based on local law or practice)Subsidiary, in each case in form, content and scope reasonably satisfactory to the Administrative Agent. For the avoidance of doubt, no assets of a CFC, and no Equity Interests of a Subsidiary of any CFC, shall be required to be pledged under this Section 6.12. In no event shall compliance with this Section 6.12 6.11 waive or be deemed a waiver or Consent to any transaction giving rise to the need to comply with this Section 6.12 6.11 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower or Guarantor hereunder or permit the inclusion of any acquired assets in the computation of the Borrowing Base.

Additional Loan Parties. Notify the Administrative Agent promptly after any Person becomes a Wholly Owned Subsidiary (other than any Excluded Subsidiary but including any Unrestricted Subsidiary being reclassified as a Restricted Subsidiary) of the Parent, and promptly thereafter (and in any event within thirty fifteen (3015) days (or such longer period of time as may be agreed to Business Days) if requested by the Administrative Agent in its reasonable discretion)) Agent, (ai) cause any such Person that is a Domestic Subsidiary to (i) (A) become a Borrower, if such Person is a Domestic Subsidiary that owns assets of the type included in the Borrowing Base Borrower or (B) become a Guarantor, if such Person is a Domestic Subsidiary that does not own assets of the type included in the Domestic Borrowing Base, Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement to this Agreement or a counterpart of the Facility Guaranty or such other document as the Administrative Agent shall deem reasonably appropriate for such purpose, (ii) subject to the requirements of Section 6.14(b), ▇▇▇▇▇ ▇ ▇▇▇▇ to the Collateral Agent on such Person’s assets on the same types of assets which constitute Collateral under the Security Documents to secure the Obligations, and (iii) deliver to the Administrative Agent documents of the types referred to in Sections 4.01(a)(iii), 4.01(a)(ivclauses (iii) and 4.01(a)(xiii(iv) of Section 4.01(a) and at the reasonably request of if requested by the Administrative Agent, customary favorable opinions of counsel to such Person as (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to such matters concerning such Person and the Loan Documents as the Administrative Agent may reasonably requestin clause (a)), and (b) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any Loan Party, cause such Loan Party to pledge such Equity Interests and promissory notes evidencing such Indebtedness (if any) (except that, if such Subsidiary is a CFC, the Equity Interests of such Subsidiary to be pledged may be limited to 65% of the outstanding voting Equity Interests of such Subsidiary and 100% of the non-voting Equity Interests of such Subsidiary and such time period may be extended based on local law or practice)Indebtedness, in each case in form, content and scope reasonably satisfactory to the Administrative Agent. For In addition, for purposes of compliance with Section 6.01, any direct or indirect parent entity of the avoidance of doubt, no assets of Parent may become a CFC, guarantor by executing and no Equity Interests of delivering to the Administrative Agent a Subsidiary of any CFC, guarantee agreement in a form satisfactory to the Administrative Agent which shall be required executed by the Lead Borrower and such parent; provided that such parent entity shall not otherwise be deemed to be pledged a “Borrower”, “Guarantor” or “Loan Party” for any purpose under this Section 6.12. In ▇▇▇▇▇▇▇▇▇.▇▇ no event shall compliance with this Section 6.12 6.11 waive or be deemed a waiver or Consent consent to any transaction giving rise to the need to comply with this Section 6.12 6.11 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower or Guarantor or permit the inclusion of any acquired assets in the computation of the Borrowing Base.

Additional Loan Parties. Notify the Administrative Agent promptly after at the time that any Person becomes a Wholly Owned SubsidiarySubsidiary after the Closing Date, and promptly thereafter (and in any event within thirty fifteen (3015) days (or such longer period of time as may be agreed to by the Administrative Agent in its reasonable discretiondays)) (a) , cause any such Person that (a) which is not a Domestic Subsidiary CFC, to (i) (A) become a Borrower, if such Person is a Domestic Subsidiary that owns assets of the type included in the Borrowing Base or (B) become a Guarantor, if such Person is a Domestic Subsidiary that does not own assets of the type included in the Domestic Borrowing Base, Loan Party by executing and delivering to the Administrative Agent a Joinder Agreement or a counterpart of the Facility Guaranty or such other document as the Administrative Agent shall deem appropriate for such purpose, (ii) ▇▇▇▇▇ ▇ ▇▇▇▇ to the Collateral Agent on such Person’s assets to secure the Obligations, subject only to Permitted Encumbrances of the type specified in clauses (a), (g), (i), (j) and (l) of the definition thereof, provided that nothing herein shall limit the ability of such Person to incur Permitted Encumbrances following the date on which such Person becomes a Loan Party to the extent permitted herein, and (iii) deliver to the Administrative Agent documents of the types referred to in Sections 4.01(a)(iii), 4.01(a)(ivclauses (iii) and 4.01(a)(xiii(iv) of Section 4.01(a) and at the reasonably request of the Administrative Agent, customary favorable opinions of counsel to such Person as (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to such matters concerning such Person and the Loan Documents as the Administrative Agent may reasonably requestin clause (a)), and (b) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any Loan Party, cause such Loan Party to pledge such Equity Interests and promissory notes evidencing such Indebtedness (if any) (except that, if such Subsidiary is a CFC, the Equity Interests of such Subsidiary to be pledged may be limited to 65% of the outstanding voting Equity Interests of such Subsidiary and 100% of the non-voting Equity Interests of such Subsidiary and such time period may be extended based on local law or practice), in each case in form, content and scope reasonably satisfactory to the Administrative Agent. For the avoidance of doubt, no assets of a CFC, and no Equity Interests of a Subsidiary of any CFC, shall be required to be pledged under this Section 6.12. In no event shall compliance with this Section 6.12 waive or be deemed a waiver or Consent to any transaction giving rise to the need to comply with this Section 6.12 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower or permit the inclusion of any acquired assets in the computation of the Borrowing Base.

Additional Loan Parties. Notify the Administrative Agent promptly after Upon (i) any Person becomes Loan Party creating or acquiring any Subsidiary that is a Wholly Owned wholly-owned Restricted Subsidiary (other than an Immaterial Subsidiary, and a FSHCO or a ForeignExcluded Subsidiary) after the Closing Date, (ii) any Subsidiary that is a Restricted Subsidiary of a Loan Party ceasing to be an ImmaterialExcluded Subsidiary, ceasing to be a FSHCO or ceasing to be a Foreign (including any such Restricted Subsidiary that has become a wholly-owned Restricted Subsidiary unless such Restricted Subsidiary is otherwise an Excluded Subsidiary), or (iii) any Subsidiary that is an Unrestricted Subsidiary becoming a wholly-owned Restricted Subsidiary (other than an ImmaterialExcluded Subsidiary, a FSHCO or a Foreign Subsidiary) pursuant to Section 6.11, such Loan Party shall, to the extent that it does not violate any Gaming Law or, if necessary, has received the approval of the applicable Gaming Authority, (A) cause each such Restricted Subsidiary (other than an ImmaterialExcluded Subsidiary, a FSHCO or a Foreign Subsidiary) to promptly thereafter (and but in any event within thirty 180 days after the later of such event described in clause (30i), (ii) days or (iii) above or receipt of such approval (or such longer period of time as may be agreed to by the Administrative Agent may agree to in its reasonable discretiondiscretion or as required to obtain any necessary Gaming Approval)) (a) cause any , execute and deliver a Guaranty and all such Person that is a Domestic other documents and certificates as Administrative Agent may reasonably request in order to have such Restricted Subsidiary to (i) (A) become a Borrower, if such Person is a Domestic Subsidiary that owns assets of the type included in the Borrowing Base or Guarantor and (B) become a Guarantor, if such Person is a Domestic Subsidiary that does not own assets of the type included in the Domestic Borrowing Base, by executing and delivering to the Administrative Agent a Joinder Agreement or such other document as the Administrative Agent shall deem appropriate for such purpose, (ii) ▇▇▇▇▇ ▇ ▇▇▇▇ to the Collateral Agent on such Person’s assets to secure the Obligations, and (iii) deliver to the Administrative Agent documents of the types referred to in Sections 4.01(a)(iii), 4.01(a)(iv) and 4.01(a)(xiii) and at the all legal opinions reasonably request of the Administrative Agent, customary opinions of counsel to such Person as to such matters concerning such Person and the Loan Documents as requested by the Administrative Agent may reasonably requestrelating to the matters described above covering matters similar to those covered in the opinions delivered on the Closing Date with respect to such Guarantor; provided that, and notwithstanding anything in this Agreement to the contrary, (bi) if any Equity Interests or Immaterial Subsidiary that is a guarantor of any Material Indebtedness of such Person are owned by the Borrower or on behalf of any Loan Party, cause such Loan Party to pledge such Equity Interests and promissory notes evidencing such Indebtedness (if any) (except that, if such Subsidiary is a CFC, the Equity Interests of such Subsidiary to be pledged may be limited to 65% of the outstanding voting Equity Interests of such Subsidiary and 100% of the non-voting Equity Interests of such Subsidiary and such time period may be extended based on local law or practice), in each case in form, content and scope reasonably satisfactory to the Administrative Agent. For the avoidance of doubt, no assets of a CFC, and no Equity Interests of a Subsidiary of any CFC, Restricted Subsidiaries shall be required to be pledged under a Guarantor until such time as its guaranty of such Material Indebtedness is released (at which time it shall be released by the Administrative Agent from the Guaranty on the request of the Borrower without further action by the Creditor Parties) and (ii) any Restricted Subsidiary acquired after the Closing Date that is prohibited by any agreement, instrument or other undertaking to which such Restricted Subsidiary is a party, or by which it or any of its property or assets is bound, from guaranteeing the Obligations shall not be required to be a Guarantor for so long as such prohibition exists (provided that any such agreement, instrument or other undertaking existed at the time of such acquisition or investment and was not entered into in connection with or in anticipation of such acquisition or investment). To the extent approvals of any Gaming Authorities for any actions required by this Section 6.12. In no event shall compliance with this Section 6.12 waive or be deemed a waiver or Consent are required by applicable Gaming Laws, the Borrower and/or applicable Loan Party shall, at their own expense, use commercially reasonable efforts to any transaction giving rise promptly (as reasonably determined by the Borrower in good faith) apply for and to the need to comply with this Section 6.12 if pursue such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower or permit the inclusion of any acquired assets in the computation of the Borrowing Baseapprovals.

Additional Loan Parties. Notify the Administrative Agent promptly after at the time that any Person becomes a Wholly Owned Subsidiary, and promptly thereafter (and in any event within thirty fifteen (3015) days (or such longer period of time as may be agreed to by the Administrative Agent in its reasonable discretion)) days): (a) cause any such Person Subsidiary, if it is a Material Subsidiary that is not a Domestic CFC (other than a Canadian Subsidiary to guaranteeing Canadian Liabilities), (i) (A) become to become, at the Agent’s option, a Borrower, if such Person is a Domestic Subsidiary that owns assets of the type included in the Borrowing Base Borrower or (B) become a Guarantor, if such Person is a Domestic Subsidiary that does not own assets of the type included in the Domestic Borrowing Base, Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement to the Loan Documents, or such other document documents as the Administrative Agent shall deem appropriate for such purpose, (ii) to ▇▇▇▇▇ ▇ ▇▇▇▇ to the Collateral Agent on such PersonSubsidiary’s assets of the same type that constitute Collateral to secure the Obligations, and (iii) deliver to the Administrative Agent documents of the types referred to in Sections 4.01(a)(iii), 4.01(a)(iv) and 4.01(a)(xiii(iv) and at the reasonably request of the Administrative Agent, customary favorable opinions of counsel to such Person as Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to such matters concerning such Person and the Loan Documents as the Administrative Agent may reasonably requestin clause (i)), and (b) if any Equity Interests or Indebtedness of such Person Subsidiary are owned by or on behalf of owing to any Loan Party, cause to the extent that such Loan Party Equity Interests or Indebtedness are not already Collateral, to pledge such Equity Interests and promissory notes evidencing such Indebtedness (if any) (except that, if such Subsidiary is a CFC, the Equity Interests of such Subsidiary to be pledged may by any Domestic Loan Party shall be limited to 65% of the outstanding voting Equity Interests of such Subsidiary and 100% of the non-voting Equity Interests of such Subsidiary and such time period may be extended based on local law or practice)Subsidiary, in each case in form, content and scope reasonably satisfactory to the Administrative Agent. For the avoidance of doubt, no assets of a CFC, and no Equity Interests of a Subsidiary of any CFC, shall be required to be pledged under this Section 6.12. In no event shall compliance with this Section 6.12 6.11 waive or be deemed a waiver or Consent to any transaction giving rise to the need to comply with this Section 6.12 6.11 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower or permit the inclusion of any acquired assets in the computation of the Canadian Borrowing Base or the Domestic Borrowing Base.

Additional Loan Parties. Notify the Administrative Agent promptly after any Person becomes a Wholly Owned Subsidiary, and promptly thereafter (and in any event within thirty (30) days (or such longer period of time as may be agreed to by the Administrative Agent in its reasonable discretion)) ) (a) cause any such Person that is a Domestic Subsidiary to (i) (A) become a Borrower, if such Person is a Domestic Subsidiary that owns assets of the type included in the Borrowing Base or (B) become a Guarantor, if such Person is a Domestic Subsidiary that does not own assets of the type included in the Domestic Borrowing Base, by executing and delivering to the Administrative Agent a Joinder Agreement or such other document as the Administrative Agent shall deem appropriate for such purpose, (ii) ▇▇▇▇▇ ▇ ▇▇▇▇ to the Collateral Agent on such Person’s assets to secure the Obligations, and (iii) deliver to the Administrative Agent documents of the types referred to in Sections 4.01(a)(iii), 4.01(a)(iv), 4.01(a)(xv) and 4.01(a)(xiii4.01(a)(xvi) and at the reasonably request of the Administrative Agent, customary opinions of counsel to such Person as to such matters concerning such Person and the Loan Documents as the Administrative Agent may reasonably request, and (b) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any Loan Party, cause such Loan Party to pledge such Equity Interests and promissory notes evidencing such Indebtedness (if any) (except that, if such Subsidiary is a CFC, the Equity Interests of such Subsidiary to be pledged may be limited to 65% of the outstanding voting Equity Interests of such Subsidiary and 100% of the non-voting Equity Interests of such Subsidiary and such time period may be extended based on local law or practice), in each case in form, content and scope reasonably satisfactory to the Administrative Agent. For the avoidance of doubt, no assets of a CFC, and no Equity Interests of a Subsidiary of any CFC, shall be required to be pledged under this Section 6.12. In no event shall compliance with this Section 6.12 waive or be deemed a waiver or Consent to any transaction giving rise to the need to comply with this Section 6.12 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower or permit the inclusion of any acquired assets in the computation of the Borrowing Base.

Additional Loan Parties. Notify Additional U.S. Loan Parties. Subject to Applicable Law and any exceptions set forth in the Administrative Agent promptly U.S. Security Agreement, each U.S. Loan Party shall cause (i) each of its Domestic Subsidiaries (other than any Excluded Subsidiary) formed or acquired after the date of this Agreement in accordance with the terms of this Agreement and (ii) any Person becomes a Wholly Owned Domestic Subsidiary that was an Excluded Subsidiary but has ceased to be an Excluded Subsidiary, and to become a U.S. Loan Party as promptly thereafter as reasonably practicable by executing a Joinder Agreement in substantially the form set forth as Exhibit D hereto (the “Joinder Agreement”). Upon execution and delivery thereof, each such Person (i) shall automatically become, at the election of the Borrower Agent, either a U.S. Borrower (in the case of any Domestic Subsidiary that is a Restricted Subsidiary and is a beneficial owner of assets included in the U.S. Borrowing Base) or a U.S. Loan Guarantor hereunder, as the case may be, and thereupon shall have all of the respective rights, benefits, duties, and obligations in such capacity under the Loan Documents, and (ii) will simultaneously therewith or as soon as practicable thereafter grant Liens to the Agent, for the benefit of the Agent and the U.S. Lenders in any event within thirty property (30subject to the limitations with respect to Equity Interests set forth in paragraph (bc) days of this Section 5.11, the limitations with respect to real property set forth in paragraph (or f) of this Section 5.11, Applicable Law and any other limitations set forth in the U.S. Security Agreement, and excluding property with respect to which the Agent and the Borrower Agent have reasonably determined that the cost of granting Liens on such longer period property is excessive in relation to the value of time the security to be afforded by such property) of such U.S. Loan Party which constitutes U.S. Collateral, on such terms as may be agreed required pursuant to by the Administrative terms of the Collateral Documents and in such priority as may be required pursuant to the terms of the ABL Intercreditor Agreement. Subject to the approval of the Agent in its reasonable discretion)) (a) cause any such Person that is a Domestic Subsidiary to (i) (A) become a Borrowerand the Co-Collateral Agent, if such Person is a each Domestic Subsidiary that owns assets of the type included in the Borrowing Base or (B) become a Guarantor, if such Person is a Domestic Subsidiary that does not own assets of the type included in the Domestic Borrowing Base, by executing and delivering to the Administrative Agent executes a Joinder Agreement or pursuant to which such other document U.S. Loan Party agrees to be bound as a U.S. Borrower hereunder shall permit the Administrative Agent shall deem appropriate for such purpose, completion of a field examination and appraisal (ii) ▇▇▇▇▇ ▇ ▇▇▇▇ to the Collateral Agent on such Person’s assets to secure the Obligations, and (iii) deliver to the Administrative Agent documents of the types referred to in Sections 4.01(a)(iii), 4.01(a)(iv) and 4.01(a)(xiii) and at the reasonably request of the Administrative Agent, customary opinions of counsel to such Person as to such matters concerning such Person and the Loan Documents as the Administrative Agent may reasonably request, and (bU.S. Borrowers’ cost) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any Loan Party, cause such Loan Party to pledge such Equity Interests and promissory notes evidencing such Indebtedness (if any) (except that, if such Subsidiary is a CFC, the Equity Interests of such Subsidiary to be pledged may be limited to 65% of the outstanding voting Equity Interests of such Subsidiary and 100% of the non-voting Equity Interests of such Subsidiary and such time period may be extended based on local law or practice), in each case in form, content and scope reasonably with results satisfactory to the Administrative Agent and the Co-Collateral Agent. For the avoidance of doubt, no assets of a CFC, and no Equity Interests of a Subsidiary of any CFC, shall be required to be pledged under this Section 6.12. In no event shall compliance with this Section 6.12 waive or be deemed a waiver or Consent to any transaction giving rise to the need to comply with this Section 6.12 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower or permit the inclusion of any acquired assets in the computation of the Borrowing Base.

Additional Loan Parties. (a) Notify the Administrative Agent promptly after any Person becomes a Domestic Subsidiary that is a direct Wholly Owned SubsidiarySubsidiary of any Loan Party (other than any CFC or Subsidiary of a CFC), and promptly thereafter (and in any event within thirty (30) days (or such longer period of time as may be agreed to by the Administrative Agent in its reasonable discretionmay agree)) , (a) cause any such Person Domestic Subsidiary that is a Domestic direct Wholly Owned Subsidiary (other than any CFC or Subsidiary of a CFC) to (i) (A) become a Borrower, if such Person is a Domestic Subsidiary that owns assets of the type included in the Borrowing Base Borrower or (B) become a Guarantor, if such Person is a Domestic Subsidiary that does not own assets of the type included in the Domestic Borrowing Base, Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement Agreement, and, in the case of a Guarantor, a Facility Guaranty (or such other document as the Administrative Agent shall deem appropriate for such purposea counterpart or supplement thereto), (ii) ▇▇▇▇▇ ▇ ▇▇▇▇ to the Collateral Administrative Agent on such Person’s assets to secure the Obligationsextent required by the Security Documents, and (iii) deliver to the Administrative Agent documents of the types referred to in Sections 4.01(a)(iiiclauses (iv), 4.01(a)(iv(v) and 4.01(a)(xiii(xii) and at the reasonably request of Section 4.1(a) and, if requested by the Administrative Agent, customary opinions of counsel to such Person as (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to such matters concerning such Person and the Loan Documents as the Administrative Agent may reasonably requestin clause (a)), and (b) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any Loan Party, cause such Loan Party to shall pledge such Equity Interests and promissory notes evidencing such Indebtedness (if any) (except that, if such Subsidiary is a CFC or a Subsidiary of a CFC, the Equity Interests of such Subsidiary to be pledged may be limited to 65% of the outstanding voting Equity Interests of such Subsidiary and 100% of the non-voting Equity Interests of such Subsidiary and such time period may be extended based on local law or practice), in each case in form, content and scope reasonably satisfactory to the Administrative Agent. For the avoidance of doubt, no assets of a CFC, and no Equity Interests of a Subsidiary of any CFC, shall will not be required to be pledged under this Section 6.12. pledged), in the manner and format required by the Pledge Agreement. (b) [Reserved]. (c) In no event shall compliance with this Section 6.12 6.13 waive or be deemed a waiver or Consent to any transaction giving rise to the need to comply with this Section 6.12 6.13 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower or permit the inclusion of any acquired assets in the computation of the Borrowing BaseAgreement.

Additional Loan Parties. Notify the Administrative Agent promptly after at the time that any Person becomes a Wholly Wholly-Owned SubsidiarySubsidiary of any Loan Party, and promptly thereafter (and in any event within thirty sixty (3060) days (or such longer period of time as the Agent may be agreed to by the Administrative Agent in its reasonable discretionagree)) (a) , cause any such Person that which is a Domestic Subsidiary (other than any Excluded Subsidiary) to (i) (Ax) become a Borrower, if such Person is a Domestic Subsidiary that owns assets of the type included in the Borrowing Base or (B) become a Guarantor, if such Person is a Domestic Subsidiary that does not own assets of the type included in the Domestic Borrowing Base, Loan Party by executing and delivering to the Administrative Agent a Joinder to this Agreement or a Joinder to the Facility Guaranty or such other document documents as the Administrative Agent shall deem reasonably appropriate for such purpose, (iiy) ▇▇▇▇▇ ▇ ▇▇▇▇ to the Collateral Agent on such Person’s assets of the same type that constitute Collateral to secure the ObligationsObligations to the extent required by the Security Documents, and (iiiz) deliver to the Administrative Agent documents of the types referred to in Sections 4.01(a)(iii), 4.01(a)(ivclauses (iii) and 4.01(a)(xiii(iv) and at of Section 4.01(a) and, if reasonably requested by the reasonably request of the Administrative Agent, customary opinions of counsel to such Person as to such matters concerning such Person and the Loan Documents as the Administrative Agent may reasonably requestPerson, and (bii) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any Loan Party, cause such Loan Party to pledge such Equity Interests and promissory notes evidencing such Indebtedness (if any) (except that, notwithstanding the foregoing, if such any Subsidiary is a CFCForeign Subsidiary or a Foreign Subsidiary Holding Company, the Equity Interests of such Subsidiary to be pledged may shall be limited to 65% of the outstanding voting Equity Interests of such Subsidiary and 100% of the non-voting Equity Interests of such Subsidiary and such time period may be extended based on local law or practiceSubsidiary), in each case in form, content and scope reasonably satisfactory to the Administrative Agent. For the avoidance of doubtdoubt and notwithstanding anything herein or in any Security Document to the contrary, no none of the assets of a CFC, and no any Foreign Subsidiary or any Foreign Subsidiary Holding Company (including any Equity Interests of held by a Subsidiary of any CFC, Foreign Subsidiary) shall be required to be pledged hereunder or under this Section 6.12. In no event shall compliance with this Section 6.12 waive or be deemed a waiver or Consent to any transaction giving rise to the need to comply with this Section 6.12 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower or permit the inclusion of any acquired assets in the computation of the Borrowing BaseSecurity Document.

Additional Loan Parties. Notify (a) If any Domestic Loan Party shall form or acquire a Subsidiary the Parent will notify the Administrative Agent promptly after any Person becomes a Wholly Owned Subsidiary, thereof and promptly thereafter (and in any event within thirty (30) days (or such longer period of time as may be agreed to by the Administrative Agent in its reasonable discretion)) (a) cause any such Person that is a Domestic Subsidiary to (i) (A) if such Subsidiary is a Material Subsidiary but not a Foreign Subsidiary, the Parent will cause such Subsidiary to become a Borrower, if Loan Party hereunder and under each applicable Security Document within sixty (60) days after such Person Subsidiary is a Domestic Subsidiary that owns formed or acquired and promptly take such actions to create and perfect Liens on such Subsidiary’s personal propertythe assets of the type included in the Borrowing Base or (B) become a Guarantor, if such Person is a Domestic Subsidiary that does not own assets of the same type included in comprising Collateral to secure the Domestic Borrowing Base, by executing and delivering Obligations (subject to the Administrative Agent a Joinder Agreement or such other document as the Administrative Agent shall deem appropriate for such purposeIntercreditor Agreement), and (ii) ▇▇▇▇▇ ▇ ▇▇▇▇ to the Collateral Agent on if such Person’s assets to secure the ObligationsSubsidiary is not a Material Subsidiary, and (iii) deliver to the Administrative Agent documents of the types referred to in Sections 4.01(a)(iii), 4.01(a)(iv) and 4.01(a)(xiii) and at the reasonably request of the Administrative Agent, customary opinions Agent the Parent will cause such Subsidiary to become a Loan Party hereunder and under each applicable Security Document within sixty (60) days after such Subsidiary is formed or acquired and promptly take such actions to create and perfect Liens on such Subsidiary’s personal propertythe assets of counsel such Subsidiary of the same type comprising Collateral to such Person as secure the Obligations (subject to such matters concerning such Person and the Loan Documents as the Administrative Agent may reasonably request, Intercreditor Agreement) and (biii) if any Equity Interests or Indebtedness of such Person Subsidiary are owned by or on behalf of the Parent or any Loan Partyof its Domestic Subsidiaries, the Parent will cause such Loan Party to pledge such Equity Interests and promissory notes evidencing such Indebtedness to be pledged to secure the Obligations within sixty (if any60) days after such Subsidiary is formed or acquired (except that, subject to the Intercreditor Agreement).. (b) If the Canadian Borrower shall form or acquire a Subsidiary the Parent will notify the Administrative Agent thereof and (i) if such Subsidiary is a CFCMaterial Subsidiary organized under the laws of Canada or any province or territory thereof, the Canadian Borrower will cause such Subsidiary to become a Canadian Loan Party hereunder and under each applicable Canadian Security Document within sixty (60) days after such Subsidiary is formed or acquired and promptly take such actions to create and perfect Liens on such Subsidiary’s personal propertythe assets of such Subsidiary of the same type comprising Collateral to secure the Canadian Liabilities and the Foreign Liabilities (subject to the Intercreditor Agreement), and (ii) if such Subsidiary is not a Material Subsidiary, at the request of the Administrative Agent the Canadian Borrower will cause such Subsidiary to become a Canadian Loan Party hereunder and under each applicable Canadian Security Document within sixty (60) days after such Subsidiary is formed or acquired and promptly take such actions to create and perfect Liens on such Subsidiary’s personal propertythe assets of such Subsidiary of the same type comprising Collateral to secure the Canadian Liabilities and the Foreign Liabilities (subject to the Intercreditor Agreement), and (iii) if any Equity Interests or Indebtedness of such Subsidiary are owned by or on behalf of the Canadian Borrower or any of its Subsidiaries, the Canadian Borrower will cause such Equity Interests and promissory notes evidencing such Indebtedness to be pledged to secure the Canadian Liabilities and Foreign Liabilities within sixty (60) days after such Subsidiary is formed or acquired (subject to the Intercreditor Agreement).. (c) In connection with a Disposition permitted hereby, including a Disposition of the Equity Interests of such Subsidiary to be pledged may be limited to 65% a Subsidiary, the Administrative Agent shall, at the expense of the outstanding voting Borrowers, release its Lien upon the assets and/or Equity Interests of subject to such Subsidiary and 100% of Disposition and/or release the non-voting Equity Interests of such Subsidiary and such time period may be extended based on local law or practice), in each case in form, content and scope reasonably satisfactory to the Administrative Agent. For the avoidance of doubt, no assets of a CFC, and no Equity Interests of a Subsidiary of any CFC, shall be required to be pledged under this Section 6.12. In no event shall compliance with this Section 6.12 waive or be deemed a waiver or Consent to any transaction giving rise to the need to comply with this Section 6.12 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval Guaranty of such Person subject to such Disposition of Equity Interests, all pursuant to such release documents as a Borrower or permit the inclusion of any acquired assets in the computation of the Borrowing BaseBorrowers shall reasonably request.

Additional Loan Parties. Notify the Administrative Agent promptly after at the time that any Person becomes a Wholly Owned Subsidiary, Subsidiary and promptly thereafter (and in any event within thirty twenty (3020) days (or such longer period of time as days, which deadline may be agreed to extended by the Administrative Agent in its reasonable discretion)) (a) , cause any such Person that (a) which is not a Domestic Subsidiary CFC, to (i) (A) become a Borrower, if such Person is a Domestic Subsidiary that owns assets of the type included in the Borrowing Base or (B) become a Guarantor, if such Person is a Domestic Subsidiary that does not own assets of the type included in the Domestic Borrowing Base, Loan Party by executing and delivering to the Administrative Agent a Joinder to this Agreement or a Joinder to the Facility Guaranty or such other document documents as the Administrative Agent shall deem reasonably appropriate for such purpose, (ii) ▇▇▇▇▇ ▇ ▇▇▇▇ to the Collateral Agent on such Person’s assets of the same type that constitute Collateral to secure the Obligations, and (iii) deliver to the Administrative Agent documents of the types referred to in Sections 4.01(a)(iii), 4.01(a)(ivclauses (iii) and 4.01(a)(xiii(iv) and at of Section 4.01(a) and, upon the reasonably request of the Administrative Agent, customary favorable opinions of counsel to such Person as (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to such matters concerning such Person and the Loan Documents as the Administrative Agent may reasonably requestin clause (a)), and (b) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any Loan Party, cause such Loan Party to pledge such Equity Interests and promissory notes evidencing such Indebtedness (if any) (except that, if such Subsidiary is a CFC, the Equity Interests of such Subsidiary to be pledged may will be limited to sixty-five percent (65% %) of the outstanding voting Equity Interests of such Subsidiary and one hundred percent (100% %) of the non-voting Equity Interests of such Subsidiary and such time period may be extended based on local law or practice), in each case in form, content and scope reasonably satisfactory to the Administrative Agent. For the avoidance of doubt, no assets of a CFC, and no Equity Interests of a Subsidiary of any CFC, shall be required to be pledged under this Section 6.12. In no event shall compliance with this Section 6.12 waive or be deemed a waiver or Consent to any transaction giving rise to the need to comply with this Section 6.12 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower or permit the inclusion of any acquired assets in the computation of the Borrowing Base.

Additional Loan Parties. Notify the Administrative Agent promptly after at the time that any Person becomes a Wholly Owned Subsidiary, and promptly thereafter (and in any event within thirty (30) days (or such longer period of time later date as the Agent may be agreed to by the Administrative Agent in its reasonable discretionagree)) (a) , cause any such Person that (a) which is not a Domestic Subsidiary CFC, to (i) (A) become a Borrower, if such Person is a Domestic Subsidiary that owns assets of the type included in the Borrowing Base or (B) become a Guarantor, if such Person is a Domestic Subsidiary that does not own assets of the type included in the Domestic Borrowing Base, Loan Party by executing and delivering to the Administrative Agent a Joinder to this Agreement or a counterpart of the Facility Guaranty or such other document as the Administrative Agent shall deem appropriate for such purpose, (ii) ▇▇▇▇▇ ▇ ▇▇▇▇ to the Collateral Agent on such Person’s assets (of the type constituting Collateral) to secure the Obligations, and (iii) deliver to the Administrative Agent documents of the types referred to in Sections 4.01(a)(iii), 4.01(a)(ivclauses (iii) and 4.01(a)(xiii(iv) of Section 4.01(a) and at the reasonably request of the Administrative Agent, customary favorable opinions of counsel to such Person as (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to such matters concerning such Person and the Loan Documents as the Administrative Agent may reasonably requestin clause (a)), and (b) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any Loan Party, cause such Loan Party to pledge such Equity Interests and promissory notes evidencing such Indebtedness (if any) (except that, if such Subsidiary is a CFC, the Equity Interests of such Subsidiary to be pledged may be limited to 65% of the outstanding voting Equity Interests of such Subsidiary and 100% of the non-voting Equity Interests of such Subsidiary and such time period may be extended based on local law or practice), in each case in form, content and scope reasonably satisfactory to the Administrative Agent. For the avoidance of doubt, no assets of a CFC, and no Equity Interests of a Subsidiary of any CFC, shall be required to be pledged under this Section 6.12. In no event shall compliance with this Section 6.12 waive or be deemed a waiver or Consent to any transaction giving rise to the need to comply with this Section 6.12 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower or permit the inclusion of any acquired assets in the computation of the each Borrowing Base. At all times, the Loan Parties shall cause each Subsidiary that is a “Loan Party” (as defined in the Revolving Credit Documents) to remain a Loan Party under the Loan Documents, except to the extent a release of such Loan Party from its obligations under the Revolving Credit Documents and the Loan Documents is permitted pursuant to the terms of the Revolving Credit Documents and the Loan Documents.

Additional Loan Parties. Notify the Administrative Agent promptly after at the time that any Person becomes a Wholly Owned Material Subsidiary, and promptly thereafter (and in any event within thirty fifteen (3015) days (or such longer period of time as may be agreed to by the Administrative Agent in its reasonable discretion)) days): (a) cause any such Person that Material Subsidiary, if it is not a Domestic Subsidiary to CFC, (i) (A) become to become, at the Agent’s option, a Borrower, if such Person is a Domestic Subsidiary that owns assets of the type included in the Borrowing Base Borrower or (B) become a Guarantor, if such Person is a Domestic Subsidiary that does not own assets of the type included in the Domestic Borrowing Base, Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement to the Loan Documents, or such other document documents as the Administrative Agent shall deem appropriate for such purpose, (ii) to ▇▇▇▇▇ ▇ ▇▇▇▇ to the Collateral Agent on such PersonMaterial Subsidiary’s assets of the same type that constitute Collateral to secure the Obligations, and (iii) deliver to the Administrative Agent documents of the types referred to in Sections 4.01(a)(iii), 4.01(a)(iv) and 4.01(a)(xiii(iv) and at the reasonably request of the Administrative Agent, customary favorable opinions of counsel to such Person as Material Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to such matters concerning such Person and the Loan Documents as the Administrative Agent may reasonably requestin clause (i)), and (b) if any Equity Interests or Indebtedness of such Person Material Subsidiary are owned by or on behalf of owing to any Loan Party, cause to the extent that such Loan Party Equity Interests or Indebtedness are not already Collateral, to pledge such Equity Interests and promissory notes evidencing such Indebtedness (if any) (except that, if such Material Subsidiary is a CFC, the Equity Interests of such Material Subsidiary to be pledged may by any Loan Party shall be limited to 65% of the outstanding voting Equity Interests of such Material Subsidiary and 100% of the non-voting Equity Interests of such Subsidiary and such time period may be extended based on local law or practice)Material Subsidiary, in each case in form, content and scope reasonably satisfactory to the Administrative Agent. For the avoidance of doubt, no assets of a CFC, and no Equity Interests of a Subsidiary of any CFC, shall be required to be pledged under this Section 6.12). In no event shall compliance with this Section 6.12 6.11 waive or be deemed a waiver or Consent to any transaction giving rise to the need to comply with this Section 6.12 6.11 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Material Subsidiary, an approval of such Person as a Borrower or permit the inclusion of any acquired assets in the computation of the Borrowing BaseBorrower.

Additional Loan Parties. Notify In the event that after the Closing Date any Loan Party organizes, creates or acquires any Wholly-Owned Subsidiary (or the Borrower designates any Unrestricted Subsidiary as a Restricted Subsidiary in accordance with the terms hereof) that is a Domestic Subsidiary (other than an Unrestricted Subsidiary, a CFC or a CFC Holdco, unless the Borrower otherwise determines) (such acquired Domestic Subsidiary or new Restricted Subsidiary, an “Additional Loan Party”), the Loan Parties shall, concurrently with the first delivery of financial statements pursuant to Section 6.2(a) or (b), as applicable, following the Fiscal Quarter during which such Domestic Subsidiary was organized, created or acquired (or which such Unrestricted Subsidiary is designated as a Restricted Subsidiary), notify the Administrative Agent promptly thereof and, within 60 days after any Person becomes a Wholly Owned Subsidiary, and promptly thereafter (and in any event within thirty (30) days the date such notice is given (or such longer period of time as that may be agreed permitted under the ABL Agreement or to by which the Administrative Agent in its reasonable discretion))may reasonably agree): (a) cause any such Person that is a Domestic Subsidiary Additional Loan Party to (i) (A) become a Borrower, if such Person is a Domestic Subsidiary that owns assets of the type included in the Borrowing Base or (B) become party to this Agreement as a Guarantor, if ; (b) cause such Person is a Domestic Subsidiary that does not own assets of the type included in the Domestic Borrowing Base, by executing Additional Loan Party to execute and delivering deliver to the Administrative Agent a Joinder Security Agreement or Supplement (as defined in the Security Agreement) and such other document as the Administrative Agent shall deem appropriate for such purpose, (ii) ▇▇▇▇▇ ▇ ▇▇▇▇ amendments to the Collateral Agent on such Person’s assets to secure the Obligations, and (iii) deliver to the Administrative Agent documents of the types referred to in Sections 4.01(a)(iii), 4.01(a)(iv) and 4.01(a)(xiii) and at the reasonably request of the Administrative Agent, customary opinions of counsel to such Person as to such matters concerning such Person and the Loan Documents as the Administrative Agent may reasonably request, and (b) if any Equity Interests deem necessary or Indebtedness of such Person are owned by or on behalf of any Loan Party, cause such Loan Party reasonably advisable to pledge such Equity Interests and promissory notes evidencing such Indebtedness (if any) (except that, if such Subsidiary is a CFC, the Equity Interests of such Subsidiary to be pledged may be limited to 65% of the outstanding voting Equity Interests of such Subsidiary and 100% of the non-voting Equity Interests of such Subsidiary and such time period may be extended based on local law or practice), in each case in form, content and scope reasonably satisfactory grant to the Administrative Agent. For , for the avoidance benefit of doubtthe Secured Parties, no assets of a CFC, perfected security interest (as and no Equity Interests of a Subsidiary of any CFC, shall be required to be pledged under this Section 6.12. In no event shall compliance with this Section 6.12 waive or be deemed a waiver or Consent to any transaction giving rise to the need to comply with this Section 6.12 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, extent provided in the Collateral Documents) in the Collateral (other than with respect to any Subsidiaryreal property, an approval which is the subject of clause (c) below) of such Person Additional Loan Party; (c) deliver, upon the request of the Administrative Agent in its sole discretion, to the Administrative Agent with respect to each Material Real Property owned or held by the each such new Additional Loan Party, a Mortgage and the applicable deliverables related thereto and described in Section 4.1(g), subject to Lender confirmation that the deliverables described in Section 4.1(g)(v) are satisfactory if such Material Real Property is a Non-Quarry Property; and (d) deliver such other documentation as a Borrower or permit the inclusion Administrative Agent may reasonably request in accordance with the Collateral Documents (other than with respect to Mortgages, which are the subject of any acquired assets clause (c) above) (and subject to the limitations set out therein) in order to cause the Lien created by the Collateral Documents in such new Additional Loan Party’s Collateral and in the computation Capital Stock of such new Additional Loan Party to be duly perfected in accordance with all requirements of Applicable Law, including the Borrowing Basefiling of financing statements in such jurisdictions as may reasonably be requested by the Administrative Agent, and such other documents with respect to such new Domestic Subsidiary (or such new Restricted Subsidiary) as the Administrative Agent may reasonably request that are consistent with the documents in place or delivered to the Administrative Agent by the Loan Parties on the Closing Date.

Additional Loan Parties. Notify the Administrative Agent promptly after at the time that any Person becomes a Wholly Owned Subsidiary, and promptly thereafter (and in any event within thirty (30) days (or such longer period of time later date as the Agent may be agreed to by the Administrative Agent in its reasonable discretionagree)) (a) , cause any such Person that is a Domestic wholly-owned domestic Subsidiary (other than any wholly-owned domestic Subsidiary that is an Immaterial Subsidiary or that is owned by a CFC or that is a Foreign Subsidiary Holding Company), or cause any wholly-owned domestic Subsidiary (other than any such Subsidiary that is owned by a CFC or that is a Foreign Subsidiary Holding Company) previously designated as an Immaterial Subsidiary that thereafter becomes a Material Subsidiary, to (i) (Aa) become a Borrower, if such Person is a Domestic Subsidiary that owns assets of the type included in the Borrowing Base or (B) become a Guarantor, if such Person is a Domestic Subsidiary that does not own assets of the type included in the Domestic Borrowing Base, Loan Party by executing and delivering to the Administrative Agent a Joinder Agreement or such other document documents as the Administrative Agent shall deem appropriate for such purpose, (iib) ▇▇▇▇▇ ▇ ▇▇▇▇ to the Collateral Agent on such Person’s assets of the same type that constitute Collateral to secure the Obligations, and (iiic) deliver to the Administrative Agent documents of the types referred to in Sections 4.01(a)(iii), 4.01(a)(ivclauses (v) and 4.01(a)(xiii(vi) and at of Section 4.01(a) and, if requested by the reasonably request of the Administrative Agent, customary favorable opinions of counsel to such Person as to such matters concerning such Person and the Loan Documents as the Administrative Agent may reasonably request(which shall cover, and (b) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any Loan Party, cause such Loan Party to pledge such Equity Interests and promissory notes evidencing such Indebtedness (if any) (except that, if such Subsidiary is a CFCamong other things, the Equity Interests of such Subsidiary to be pledged may be limited to 65% legality, validity, binding effect and enforceability of the outstanding voting Equity Interests of such Subsidiary and 100% of the non-voting Equity Interests of such Subsidiary and such time period may be extended based on local law or practicedocumentation referred to in clause (a)), in each case in form, content and scope reasonably satisfactory to the Administrative Agent. For the avoidance of doubt; provided that, no if any such wholly-owned domestic Subsidiary owns assets of the type which would be included in the Borrowing Base, such Subsidiary shall join the Loan Documents as a CFC, and no Equity Interests of a Subsidiary of any CFC, shall be required to be pledged under this Section 6.12Borrower thereunder. In no event shall compliance with this Section 6.12 6.11 waive or be deemed a waiver or Consent consent to any transaction giving rise to the need to comply with this Section 6.12 6.11 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower or permit the inclusion of any acquired assets in the computation of the Borrowing Base.

Additional Loan Parties. Notify the Administrative Agent promptly after any Person becomes a Wholly Owned SubsidiaryExcluding for purposes hereof INS Insurance, Inc. and promptly thereafter (and in any event within thirty (30) days (or such longer period of time as may be agreed to by the Administrative Agent in its reasonable discretion)) (a) cause any such Person that is a Domestic Subsidiary to (i) (A) become a Borrower, if such Person is a Domestic Subsidiary that owns assets of the type included in the Borrowing Base or (B) become a Guarantor, if such Person is a Domestic Subsidiary that does not own assets of the type included in the Domestic Borrowing Base, by executing and delivering to the Administrative Agent a Joinder Agreement or such other document as the Administrative Agent shall deem appropriate for such purpose, (ii) ▇▇▇▇▇▇▇▇▇ ▇ Receivables Corporation (but only so long as ▇▇▇▇▇▇▇▇▇ to Receivables Corporation is a Receivables Financing SPC), each of which shall not be a Guarantor hereunder, where Domestic Subsidiaries of the Collateral Agent on such Person’s assets to secure Borrower or the ObligationsParent which are not Loan Parties hereunder (the “Non-Guarantor Subsidiaries”) shall at any time (a) guarantee any Private Placement Debt or (b) constitute more than either (i) twenty percent (20%), and in the aggregate, of Consolidated Total Assets, or (iiiii) deliver to twenty percent (20%), in the aggregate, of Consolidated Net Income, (collectively, the “Threshold Requirement”), the Borrower and/or the Parent shall so notify the Administrative Agent and shall cause one or more Domestic Subsidiaries to become a “Guarantor” hereunder by (x) executing a Joinder Agreement and (y) delivering such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, certified resolutions and other organizational and authorizing documents of the types referred to in Sections 4.01(a)(iii), 4.01(a)(iv) such Person and 4.01(a)(xiii) and at the reasonably request of the Administrative Agent, customary favorable opinions of counsel to such Person as to such matters concerning such Person and the Loan Documents as the Administrative Agent may reasonably request(which shall cover, and (b) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any Loan Party, cause such Loan Party to pledge such Equity Interests and promissory notes evidencing such Indebtedness (if any) (except that, if such Subsidiary is a CFCamong other things, the Equity Interests of such Subsidiary to be pledged may be limited to 65% legality, validity, binding effect and enforceability of the outstanding voting Equity Interests of such Subsidiary and 100% of the non-voting Equity Interests of such Subsidiary and such time period may be extended based on local law or practicedocumentation referred to above), in each case all in form, content and scope reasonably satisfactory to the Administrative AgentAgent such that immediately after the joinder of such Domestic Subsidiaries as Guarantors hereunder, the remaining Non-Guarantor Subsidiaries shall not, either individually or as a group, exceed the Threshold Requirement. For The Borrower and the avoidance Parent may require the release of doubtany Domestic Subsidiary that is a Guarantor provided that (1) after giving effect to such release, all Non-Guarantor Subsidiaries shall not, either individually or as a group, exceed the Threshold Requirement, and (2) before and after giving effect to such release, no assets Default exists. The Lenders authorize the Administrative Agent to release any Domestic Subsidiary that is a Guarantor pursuant to the terms of a CFCthe immediately preceding sentence, and the Administrative Agent may conclusively rely on a certificate from the Borrower certifying that the conditions for such release are satisfied. The Borrower and the Parent represent to the Lenders that no Equity Interests of a Subsidiary of any CFC, shall be notification is required to be pledged under this Section 6.12. In no event shall compliance with this Section 6.12 waive or be deemed a waiver or Consent to any transaction giving rise to the need to comply with this Section 6.12 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person 5.11 as a Borrower or permit the inclusion of any acquired assets in the computation of the Borrowing Base.date hereof. 68

Additional Loan Parties. Notify the Administrative Agent promptly after at the time that any Person becomes a Wholly Owned Subsidiary, and promptly thereafter (and in any event within thirty fifteen (3015) days (or such longer period of time as may be agreed to by the Administrative Agent in its reasonable discretion)) days): (a) cause any such Person Subsidiary, if it is a Material Subsidiary that is not a Domestic CFC (other than a Canadian Subsidiary to guaranteeing Canadian Liabilities), (i) (A) become to become, at the Agent’s option, a Borrower, if such Person is a Domestic Subsidiary that owns assets of the type included in the Borrowing Base Borrower or (B) become a Guarantor, if such Person is a Domestic Subsidiary that does not own assets of the type included in the Domestic Borrowing Base, Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement to the Loan Documents, or such other document documents as the Administrative Agent shall deem appropriate for such purpose, (ii) to ▇▇▇▇▇ ▇ ▇▇▇▇ to the Collateral Agent on such PersonSubsidiary’s assets of the same type that constitute Collateral to secure the Obligations, and (iii) deliver to the Administrative Agent documents of the types referred to in Sections 4.01(a)(iii), 4.01(a)(iv) and 4.01(a)(xiii(iv) and at the reasonably request of the Administrative Agent, customary favorable opinions of counsel to such Person as Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to such matters concerning such Person and the Loan Documents as the Administrative Agent may reasonably requestin clause (i)), and (b) if any Equity Interests or Indebtedness of such Person Subsidiary are owned by or on behalf of owing to any Loan Party, cause to the extent that such Loan Party Equity Interests or Indebtedness are not already Collateral, to pledge such Equity Interests and promissory notes evidencing such Indebtedness (if any) (except that, if such Subsidiary is a CFC, the Equity Interests of such Subsidiary to be pledged may by any Domestic Loan Party shall be limited to 65% of the outstanding voting Equity Interests of such Subsidiary and 100% of the non-voting Equity Interests of such Subsidiary and such time period may be extended based on local law or practice)Subsidiary, in each case in form, content and scope reasonably satisfactory to the Administrative Agent. For the avoidance of doubt, no assets of a CFC, and no Equity Interests of a Subsidiary of any CFC, shall be required to be pledged under this Section 6.12. In no event shall compliance with this Section 6.12 6.11 waive or be deemed a waiver or Consent to any transaction giving rise to the need to comply with this Section 6.12 6.11 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower or permit the inclusion of any acquired assets in the computation of the Canadian Borrowing Base or Domestic Borrowing Base.

Additional Loan Parties. Notify Lender at the Administrative Agent promptly after time that any Person becomes a Wholly Owned Subsidiary, and promptly thereafter (and in any event within thirty fifteen (3015) days (or such longer period of time as may be agreed to by the Administrative Agent in its reasonable discretiondays)) (a) , cause any such Person that (a) which is not a Domestic Subsidiary CFC, to (i) (A) become a Borrower, if such Person is a Domestic Subsidiary that owns assets of the type included in the Borrowing Base or (B) become a Guarantor, if such Person is a Domestic Subsidiary that does not own assets of the type included in the Domestic Borrowing Base, Loan Party by executing and delivering to the Administrative Agent Lender a Joinder Agreement or a counterpart of the Facility Guaranty or such other document as the Administrative Agent Lender shall deem appropriate for such purpose, (ii) ▇▇▇▇▇ ▇ ▇▇▇▇ to the Collateral Agent Lender on such Person’s assets of the type included in the Collateral to secure the Obligations, and (iii) deliver to the Administrative Agent Lender documents of the types referred to in Sections 4.01(a)(iii), 4.01(a)(ivclauses (iii) and 4.01(a)(xiii(iv) of Section 4.01(a) and at the reasonably request of the Administrative Agent, customary favorable opinions of counsel to such Person as (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to such matters concerning such Person and the Loan Documents as the Administrative Agent may reasonably requestin clause (a)), and (b) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any Loan Party, cause such Loan Party to pledge such Equity Interests and promissory notes evidencing such Indebtedness (if any) (except that, if such Subsidiary is a CFC, the Equity Interests of such Subsidiary to be pledged may be limited to sixty-five percent (65% %) of the outstanding voting Equity Interests of such Subsidiary and one hundred percent (100% %) of the non-voting Equity Interests of such Subsidiary and such time period may be extended based on local law or practice), in each case in form, content and scope reasonably satisfactory to the Administrative Agent. For the avoidance of doubt, no assets of a CFC, and no Equity Interests of a Subsidiary of any CFC, shall be required to be pledged under this Section 6.12Lender. In no event shall compliance with this Section 6.12 waive or be deemed a waiver or Consent to any transaction giving rise to the need to comply with this Section 6.12 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower or permit Borrower. Notwithstanding the inclusion foregoing provisions of any acquired assets this Section 6.12, the parties hereto acknowledge and agree that ▇▇▇▇▇ Mart Air, Inc. shall not be required to become a Loan Party as long as Borrowers are in compliance with the computation requirements of the Borrowing BaseSection 7.16.

Additional Loan Parties. Notify the Administrative Agent promptly after at the time that any Person (x) becomes a Wholly Owned Subsidiary (other than any Excluded Subsidiary) or, (y) that is an Immaterial Subsidiary (and that is not otherwise an Excluded Subsidiary) is designated by the Lead Borrower’s board of directors to become a Loan Party for purposes of maintaining compliance with the thresholds set forth in the definition of “Immaterial Subsidiary” or (z) that is an Unrestricted Subsidiary is designated by the Lead Borrower’s board of directors to become a Restricted Subsidiary and that is not otherwise an Excluded Subsidiary, and in each case promptly thereafter (and in any event within thirty (30) days (days) or such longer period of time as the Agent may be agreed to by the Administrative Agent in its reasonable discretion)) (a) agree, cause any such Person that (a) which is a Domestic Subsidiary not an Excluded Subsidiary, to (i) (A) become a Borrower, if such Person is a Domestic Subsidiary that owns assets of the type included in the Borrowing Base or (B) become a Guarantor, if such Person is a Domestic Subsidiary that does not own assets of the type included in the Domestic Borrowing Base, Loan Party by executing and delivering to the Administrative Agent a Joinder to this Agreement or a Joinder to the Facility Guaranty or such other document documents as the Administrative Agent shall deem appropriate reasonably necessary for such purpose, (ii) ▇▇▇▇▇ ▇ ▇▇▇▇ to the Collateral Agent on such Person’s assets of the same type that constitute Collateral to secure the Obligations, and (iii) deliver to the Administrative Agent documents of the types referred to in Sections 4.01(a)(iii), 4.01(a)(ivclauses (iii) and 4.01(a)(xiii(iv) of Section 4.01(a) and at the reasonably request of the Administrative Agent, customary acceptable opinions of counsel to such Person as (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to such matters concerning such Person and the Loan Documents as the Administrative Agent may reasonably requestin clause (a)), and (b) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any Loan Party, cause such Loan Party to pledge such Equity Interests and promissory notes evidencing such Indebtedness (if any) (except thatIndebtedness, if such Subsidiary is in each case in form, content and scope reasonably satisfactory to the Agent; provided, that a CFC, pledge of the Equity Interests of such Subsidiary to be pledged may a CFC or CFC Holdco by a Person described in clauses (x) or, (y) or (z) of this Section 6.12 shall be limited to 65% of the outstanding voting Equity Interests of such Subsidiary Interests, and 100% of the non-voting Equity Interests of such Subsidiary CFC or CFC Holdco, and such time period may be extended based on local law or practice), in each case in form, content and scope reasonably satisfactory to the Administrative Agent. For the avoidance of doubt, no assets of a CFC, and no Equity Interests of a Subsidiary of any CFC, shall be required to be pledged under this Section 6.12. In no event shall compliance with this Section 6.12 waive or be deemed a waiver or Consent to any transaction giving rise to the need to comply with this Section 6.12 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Restricted Subsidiary, an approval of such Person as a Borrower or permit the inclusion of any acquired assets in the computation of theany of the Domestic Borrowing Base, Dutch Borrowing Base or UK Borrowing Base. The Agent shall not accept delivery of any joinder to any Loan Document with respect to any Subsidiary of any Loan Party that is not a Loan Party, if such Subsidiary qualifies as a “legal entity customer” under the Beneficial Ownership Regulation unless such Subsidiary has delivered a Beneficial Ownership Certification in relation to such Subsidiary and Agent has completed its Patriot Act searches, OFAC/PEP searches and customary individual background checks for such Subsidiary, the results of which shall be satisfactory to Agent, and, with respect to the joinder to any Loan Document of any Person as a borrower, the Required Lenderseach affected Lender. The Agent shall use commercially reasonable efforts to notify the Lenders of the joinder to any Loan Document of any Person as a guarantor.

Additional Loan Parties. Notify the Administrative Agent promptly after any Person becomes a Wholly Owned Subsidiary (other than any Excluded Subsidiary but including any Unrestricted Subsidiary being reclassified as a Restricted Subsidiary) of the Parent, and promptly thereafter (and in any event within thirty fifteen (3015) days (or such longer period of time as may be agreed to Business Days) if requested by the Administrative Agent in its reasonable discretion)) Agent, (ai) cause any such Person that is a Domestic Subsidiary to (i) (A) become a Borrower, if such Person is a Domestic Subsidiary that owns assets of the type included in the Borrowing Base Borrower or (B) become a Guarantor, if such Person is a Domestic Subsidiary that does not own assets of the type included in the Domestic Borrowing Base, Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement to this Agreement or a counterpart of the Facility Guaranty or such other document as the Administrative Agent shall deem reasonably appropriate for such purpose, (ii) subject to the requirements of Section 6.14(b), ▇▇▇▇▇ ▇ ▇▇▇▇ to the Collateral Agent on such Person’s assets on the same types of assets which constitute Collateral under the Security Documents to secure the Obligations, and (iii) deliver to the Administrative Agent documents of the types referred to in Sections 4.01(a)(iiiclauses (iii), 4.01(a)(iv(iv), (ix) and 4.01(a)(xiii(xii) of Section 4.01(a) and at the reasonably request of if requested by the Administrative Agent, customary favorable opinions of counsel to such Person as (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to such matters concerning such Person and the Loan Documents as the Administrative Agent may reasonably requestin clause (a)), and (b) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any Loan Party, cause such Loan Party to pledge such Equity Interests and promissory notes evidencing such Indebtedness (if any) (except that, if such Subsidiary is a CFC, the Equity Interests of such Subsidiary to be pledged may be limited to 65% of the outstanding voting Equity Interests of such Subsidiary and 100% of the non-voting Equity Interests of such Subsidiary and such time period may be extended based on local law or practice)Indebtedness, in each case in form, content and scope reasonably satisfactory to the Administrative Agent. For In addition, for purposes of compliance with Section 6.01, any direct or indirect parent entity of the avoidance of doubt, no assets of Parent may become a CFC, guarantor by executing and no Equity Interests of delivering to the Administrative Agent a Subsidiary of any CFC, guarantee agreement in a form satisfactory to the Administrative Agent which shall be required executed by the Lead Borrower and such parent; provided that such parent entity shall not otherwise be deemed to be pledged a “Borrower”, “Guarantor” or “Loan Party” for any purpose under this Section 6.12Agreement. In no event shall compliance with this Section 6.12 6.11 waive or be deemed a waiver or Consent consent to any transaction giving rise to the need to comply with this Section 6.12 6.11 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower or permit the inclusion of any acquired assets in the computation of the Borrowing BaseGuarantor.

Additional Loan Parties. (a) Notify the Administrative Agent promptly after at the time that any Person (x) becomes a Wholly Owned Subsidiary (other than any Excluded Subsidiary) or (y) that is an Unrestricted Subsidiary is designated by the Lead Borrower’s board of directors to become a Restricted Subsidiary and that is not otherwise an Excluded Subsidiary, and in each case promptly thereafter (and in any event within thirty (30) days (days) or such longer period of time as the Agent may be agreed to by the Administrative Agent in its reasonable discretion)) (a) agree, cause any such Person that (a) which is a Domestic Subsidiary not an Excluded Subsidiary, to (i) (A) become a Borrower, if such Person is a Domestic Subsidiary that owns assets of the type included in the Borrowing Base or (B) become a Guarantor, if such Person is a Domestic Subsidiary that does not own assets of the type included in the Domestic Borrowing Base, Loan Party by executing and delivering to the Administrative Agent a Joinder to this Agreement or a Joinder to the Facility Guaranty or such other document documents as the Administrative Agent shall deem appropriate reasonably necessary for such purpose, (ii) ▇▇▇▇▇ ▇ ▇▇▇▇ to the Collateral Agent on such Person’s assets of the same type that constitute Collateral to secure the Obligations, and (iii) deliver to the Administrative Agent documents of the types referred to in Sections 4.01(a)(iii), 4.01(a)(ivclauses (iii) and 4.01(a)(xiii(iv) of Section 4.01(a) and at the reasonably request of the Administrative Agent, customary acceptable opinions of counsel to such Person as (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to such matters concerning such Person and the Loan Documents as the Administrative Agent may reasonably requestin clause (a)), and (b) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any Loan Party, cause such Loan Party to pledge such Equity Interests and promissory notes evidencing such Indebtedness (if any) (except thatIndebtedness, if such Subsidiary is in each case in form, content and scope reasonably satisfactory to the Agent; provided, that a CFC, pledge of the Equity Interests of such Subsidiary to be pledged may a CFC or CFC Holdco by a Person described in clauses (x) or (y) of this Section 6.12 shall be limited to 65% of the outstanding voting Equity Interests of such Subsidiary Interests, and 100% of the non-voting Equity Interests of such Subsidiary CFC or CFC Holdco, and such time period may be extended based on local law or practice), in each case in form, content and scope reasonably satisfactory to the Administrative Agent. For the avoidance of doubt, no assets of a CFC, and no Equity Interests of a Subsidiary of any CFC, shall be required to be pledged under this Section 6.12. In no event shall compliance with this Section 6.12 waive or be deemed a waiver or Consent to any transaction giving rise to the need to comply with this Section 6.12 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Restricted Subsidiary, an approval of such Person as a Borrower or permit the inclusion of any acquired assets in the computation of the Borrowing Base. The Agent shall not accept delivery of any joinder to any Loan Document with respect to any Subsidiary of any Loan Party that is not a Loan Party, if such Subsidiary qualifies as a “legal entity customer” under the Beneficial Ownership Regulation unless such Subsidiary has delivered a Beneficial Ownership Certification in relation to such Subsidiary and Agent has completed its Patriot Act searches, OFAC/PEP searches and customary individual background checks for such Subsidiary, the results of which shall be satisfactory to Agent, and, with respect to the joinder to any Loan Document of any Person as a borrower, the Required Lenders. The Agent shall use commercially reasonable efforts to notify the Lenders of the joinder to any Loan Document of any Person as a guarantor.

Additional Loan Parties. Notify Upon (i) any Loan Party creating or acquiring any Subsidiary that is a wholly-owned Restricted Subsidiary (other than an Excluded Subsidiary) after the Administrative Agent Closing Date, (ii) any Subsidiary that is a Restricted Subsidiary of a Loan Party ceasing to be an Excluded Subsidiary (including any such Restricted Subsidiary that has become a wholly-owned Restricted Subsidiary unless such Restricted Subsidiary is otherwise an Excluded Subsidiary), or (iii) any Subsidiary that is an Unrestricted Subsidiary becoming a wholly-owned Restricted Subsidiary (other than an Excluded Subsidiary) pursuant to Section 6.11, such Loan Party shall, to the extent that it does not violate any Gaming Law or, if necessary, has received the approval of the applicable Gaming Authority, (A) cause each such Restricted Subsidiary (other than an Excluded Subsidiary) to promptly after any Person becomes a Wholly Owned Subsidiary, and promptly thereafter (and but in any event within thirty 180 days after the later of such event described in clause (30i), (ii) days or (iii) above or receipt of such approval (or such longer period of time as may be agreed to by the Administrative Agent may agree to in its reasonable discretiondiscretion or as required to obtain any necessary Gaming Approval)) (a) cause any , execute and deliver a Guaranty and all such Person that is a Domestic other documents and certificates as Administrative Agent may reasonably request in order to have such Restricted Subsidiary to (i) (A) become a Borrower, if such Person is a Domestic Subsidiary that owns assets of the type included in the Borrowing Base or Guarantor and (B) become a Guarantor, if such Person is a Domestic Subsidiary that does not own assets of the type included in the Domestic Borrowing Base, by executing and delivering to the Administrative Agent a Joinder Agreement or such other document as the Administrative Agent shall deem appropriate for such purpose, (ii) ▇▇▇▇▇ ▇ ▇▇▇▇ to the Collateral Agent on such Person’s assets to secure the Obligations, and (iii) deliver to the Administrative Agent documents of the types referred to in Sections 4.01(a)(iii), 4.01(a)(iv) and 4.01(a)(xiii) and at the all legal opinions reasonably request of the Administrative Agent, customary opinions of counsel to such Person as to such matters concerning such Person and the Loan Documents as requested by the Administrative Agent may reasonably requestrelating to the matters described above covering matters similar to those covered in the opinions delivered on the Closing Date with respect to such Guarantor; provided that, and (b) if notwithstanding anything in this Agreement to the contrary, any Equity Interests or Immaterial Subsidiary that is a guarantor of any Material Indebtedness of such Person are owned by the Borrower or on behalf of any Loan Party, cause such Loan Party to pledge such Equity Interests and promissory notes evidencing such Indebtedness (if any) (except that, if such Subsidiary is a CFC, the Equity Interests of such Subsidiary to be pledged may be limited to 65% of the outstanding voting Equity Interests of such Subsidiary and 100% of the non-voting Equity Interests of such Subsidiary and such time period may be extended based on local law or practice), in each case in form, content and scope reasonably satisfactory to the Administrative Agent. For the avoidance of doubt, no assets of a CFC, and no Equity Interests of a Subsidiary of any CFC, Restricted Subsidiaries shall be required to be pledged under a Guarantor until such time as its guaranty of such Material Indebtedness is released (at which time it shall be released by the Administrative Agent from the Guaranty on the request of the Borrower without further action by the Creditor Parties). To the extent approvals of any Gaming Authorities for any actions required by this Section 6.12. In no event shall compliance with this Section 6.12 waive or be deemed a waiver or Consent are required by applicable Gaming Laws, the Borrower and/or applicable Loan Party shall, at their own expense, use commercially reasonable efforts to any transaction giving rise promptly (as reasonably determined by the Borrower in good faith) apply for and to the need to comply with this Section 6.12 if pursue such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower or permit the inclusion of any acquired assets in the computation of the Borrowing Baseapprovals.

Additional Loan Parties. Notify Promptly notify the Administrative Agent promptly after at the time that any Person becomes a Wholly Owned Subsidiary or any Person that is an Unrestricted Subsidiary becomes a Restricted Subsidiary, and cause any such Person that is a wholly-owned Domestic Subsidiary of the Lead Borrower that is a Restricted Subsidiary (other than a Domestic Subsidiary that is a Subsidiary of a Foreign Subsidiary or a Domestic Subsidiary that owns (directly or indirectly) no material assets other than debt or Equity Interests in one or more Foreign Subsidiaries) to (a) promptly thereafter (and in any event within thirty fifteen (3015) days (Business Days of such Person becoming a Subsidiary or a Restricted Subsidiary, as the case may be, or such longer period of time later date as the Agent may be agreed to by the Administrative Agent in its reasonable discretionagree)) (a) cause any such Person that is a Domestic Subsidiary to , (i) (A) become a BorrowerLoan Party (including, if such Person is a Domestic Subsidiary that owns assets of acceptable to the type included in the Borrowing Base or (BAgent, an additional borrower) become a Guarantor, if such Person is a Domestic Subsidiary that does not own assets of the type included in the Domestic Borrowing Base, by executing and delivering to the Administrative Agent a Joinder Agreement or such other document documents as the Administrative Agent shall reasonably deem appropriate for such purpose, (ii) ▇g▇▇▇▇ ▇ ▇▇▇▇ to the Collateral Agent on such Person’s assets of the same type that constitute Collateral to secure the ObligationsObligations and take such actions as may be required under the Security Documents to perfect such Lien, and (iii) deliver to the Administrative Agent documents of the types referred to in Sections 4.01(a)(iii), 4.01(a)(ivclauses (iii) and 4.01(a)(xiii(iv) of Section 4.01(a); and at (b) if reasonably requested by the reasonably request of the Administrative Agent, deliver customary opinions of counsel to such Person as to such matters concerning such Person and in connection with the Loan Documents as the Administrative Agent may reasonably request, and foregoing clause (ba) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any Loan Party, cause such Loan Party to pledge such Equity Interests and promissory notes evidencing such Indebtedness (if any) (except that, if such Subsidiary is a CFC, the Equity Interests of such Subsidiary to be pledged may be limited to 65% of the outstanding voting Equity Interests of such Subsidiary and 100% of the non-voting Equity Interests of such Subsidiary and such time period may be extended based on local law or practice), in each case in form, content and scope reasonably satisfactory to the Administrative Agent. For ; provided that, for the avoidance of doubt, notwithstanding anything to the contrary herein or in any other Loan Document, in no assets of event shall any Subsidiary that is not a CFC, and no Equity Interests of a Domestic Subsidiary of any CFC, shall be required to be pledged under this Section 6.12guarantee or provide Collateral to secure any Obligations. In no event shall compliance with this Section 6.12 6.11 waive or be deemed a waiver or Consent consent to any transaction giving rise to the need to comply with this Section 6.12 6.11 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower or permit the inclusion of any acquired assets in the computation of the Borrowing BaseBase until such time as the Agent has conducted its diligence with respect thereto.

Additional Loan Parties. (a) Notify the Administrative Agent promptly after any Person becomes a Domestic Subsidiary that is a direct Wholly Owned Subsidiary of any Domestic Loan Party (other than any Immaterial Subsidiary, CFC or Subsidiary of a CFC), and promptly thereafter (and in any event within thirty (30) days (or such longer period of time as the Agents may be agreed to by the Administrative Agent in its reasonable discretionagree)) , (a) cause any such Person Domestic Subsidiary that is a Domestic direct Wholly Owned Subsidiary (other than any Immaterial Subsidiary, CFC or Subsidiary of a CFC) to (i) (A) become a Borrower, if such Person is a Domestic Subsidiary that owns assets of the type included in the Borrowing Base Borrower or (B) become a Guarantor, if such Person is a Domestic Subsidiary that does not own assets of the type included in the Domestic Borrowing Base, Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement Agreement, and, in the case of a Guarantor, a Facility Guaranty (or such other document as the Administrative Agent shall deem appropriate for such purposea counterpart or supplement thereto), (ii) ▇▇▇▇▇ ▇ ▇▇▇▇ to the Collateral Administrative Agent on such Person’s assets to secure the Obligationsextent required by the Security Documents, and (iii) deliver to the Administrative Agent documents of the types referred to in Sections 4.01(a)(iiiclauses (iii), 4.01(a)(iv(iv), (xvii) and 4.01(a)(xiii(xviii) and at the reasonably request of Section 4.01(a) and, if requested by the Administrative Agent, customary opinions of counsel to such Person as (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to such matters concerning such Person and the Loan Documents as the Administrative Agent may reasonably requestin clause (a)), and (b) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any Domestic Loan Party, cause such Domestic Loan Party to shall pledge such Equity Interests and promissory notes evidencing such Indebtedness (if any) (except that, if such Subsidiary is a CFC or a Subsidiary of a CFC, the Equity Interests of such Subsidiary will not be required to be pledged may be limited to 65% of pledged), in the outstanding voting manner and format required by the Pledge Agreement; provided that, no Equity Interests of any Foreign Subsidiary which is not a Foreign Loan Party shall be required to be pledged. (b) Notify the Administrative Agent promptly after any Person becomes a Subsidiary that is a direct Wholly Owned Subsidiary of any Foreign Loan Party (other than (i) any Immaterial Subsidiary and (ii) any Subsidiary that is not organized under the Laws of Canada or any province thereof, Australia or Japan), and promptly thereafter (and in any event within thirty (30) days or such longer period as the Administrative Agent may agree), (a) cause any such Subsidiary and 100% that is a direct Wholly Owned Subsidiary (other than (i) any Immaterial Subsidiary (ii) any Subsidiary that is not organized under the Laws of Canada or any province thereof, Australia or Japan)) to (i) become a Foreign Borrower or a Guarantor of the non-voting Equity Interests Foreign Liabilities by executing and delivering to the Administrative Agent a Joinder Agreement and, in the case of such Subsidiary and such time period may be extended based on local law a Guarantor, a Facility Guaranty (or practicea counterpart or supplement thereto), in each case in form, content (ii) ▇▇▇▇▇ ▇ ▇▇▇▇ to the Administrative Agent on such Person’s assets (to the extent required by the Security Documents) to secure the Foreign Liabilities by executing and scope reasonably satisfactory delivering to the Administrative Agent. For , appropriate Security Documents, and (iii) deliver to the avoidance Administrative Agent documents of doubtthe types referred to in clauses (iii) and (iv) of Section 4.01(a) and, if requested by the Administrative Agent, customary opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)), and (b) if any Equity Interests or Indebtedness of such Person are owned by any Foreign Loan Party, such Foreign Loan Party shall pledge such Equity Interests and promissory notes evidencing such Indebtedness (if any), in the manner and format required by the Pledge Agreement, the Canadian Security Documents, the Australian Security Documents or the Japanese Security Documents, as applicable; provided that, no assets Equity Interests of any Foreign Subsidiary which is not a CFCForeign Loan Party, and no Equity Interests of a Subsidiary any unlimited company incorporated or amalgamated and existing under the laws of any CFCthe Province of Nova Scotia, shall be required to be pledged under this Section 6.12. pledged. (c) In no event shall compliance with this Section 6.12 6.13 waive or be deemed a waiver or Consent to any transaction giving rise to the need to comply with this Section 6.12 6.13 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower Borrowing Base Party or permit the inclusion of any acquired assets in the computation of the any Borrowing Base. (d) Each Borrower shall be permitted to join additional borrowers organized under the same jurisdiction as the Borrower for any Revolving Facility (or guarantors, with the assets of the guarantors to be included in the applicable Borrowing Base for such Revolving Facility) in a manner to be mutually agreed.

Additional Loan Parties. Notify the Administrative Agent promptly after any Person becomes a Wholly Owned SubsidiaryExcluding for purposes hereof INS Insurance, Inc. and promptly thereafter (and in any event within thirty (30) days (or such longer period of time as may be agreed to by the Administrative Agent in its reasonable discretion)) (a) cause any such Person that is a Domestic Subsidiary to (i) (A) become a Borrower, if such Person is a Domestic Subsidiary that owns assets of the type included in the Borrowing Base or (B) become a Guarantor, if such Person is a Domestic Subsidiary that does not own assets of the type included in the Domestic Borrowing Base, by executing and delivering to the Administrative Agent a Joinder Agreement or such other document as the Administrative Agent shall deem appropriate for such purpose, (ii) ▇▇▇▇▇▇▇▇▇ ▇ Receivables Corporation (but only so long as ▇▇▇▇▇▇▇▇▇ to Receivables Corporation is a Receivables Financing SPC), each of which shall not be a Guarantor hereunder, where Domestic Subsidiaries of the Collateral Agent on such Person’s assets to secure Borrower or the ObligationsParent which are not Loan Parties hereunder (the “Non-Guarantor Subsidiaries”) shall at any time (a) guarantee any Private Placement Debt or (b) constitute more than either: (i) twenty percent (20%), and in the aggregate, of Consolidated Total Assets, or (iiiii) deliver to twenty percent (20%), in the aggregate, of Consolidated Net Income, (collectively, the “Threshold Requirement”), the Borrower and/or the Parent shall so notify the Administrative Agent and shall cause one or more Domestic Subsidiaries to become a “Guarantor” hereunder by (x) executing a Joinder Agreement and (y) delivering such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, certified resolutions and other organizational and authorizing documents of the types referred to in Sections 4.01(a)(iii), 4.01(a)(iv) such Person and 4.01(a)(xiii) and at the reasonably request of the Administrative Agent, customary favorable opinions of counsel to such Person as to such matters concerning such Person and the Loan Documents as the Administrative Agent may reasonably request(which shall cover, and (b) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any Loan Party, cause such Loan Party to pledge such Equity Interests and promissory notes evidencing such Indebtedness (if any) (except that, if such Subsidiary is a CFCamong other things, the Equity Interests of such Subsidiary to be pledged may be limited to 65% legality, validity, binding effect and enforceability of the outstanding voting Equity Interests of such Subsidiary and 100% of the non-voting Equity Interests of such Subsidiary and such time period may be extended based on local law or practicedocumentation referred to above), in each case all in form, content and scope reasonably satisfactory to the Administrative AgentAgent such that immediately after the joinder of such Domestic Subsidiaries as Guarantors hereunder, the remaining Non-Guarantor Subsidiaries shall not, either individually or as a group, exceed the Threshold Requirement. For The Borrower and the avoidance Parent may require the release of doubtany Domestic Subsidiary that is a Guarantor provided that (1) after giving effect to such release, all Non-Guarantor Subsidiaries shall not, either individually or as a group, exceed the Threshold Requirement, and (2) before and after giving effect to such release, no assets Default exists. The Lenders authorize the Administrative Agent to release any Domestic Subsidiary that is a Guarantor pursuant to the terms of a CFCthe immediately preceding sentence, and the Administrative Agent may conclusively rely on a certificate from the Borrower certifying that the conditions for such release are satisfied. The Borrower and the Parent represent to the Lenders that no Equity Interests of a Subsidiary of any CFC, shall be notification is required to be pledged under this Section 6.12. In no event shall compliance with this Section 6.12 waive or be deemed a waiver or Consent to any transaction giving rise to the need to comply with this Section 6.12 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person 5.11 as a Borrower or permit the inclusion of any acquired assets in the computation of the Borrowing Basedate hereof.

Additional Loan Parties. Notify the Administrative Agent promptly after at the time that any Person becomes a Wholly Owned Subsidiary, and promptly thereafter (and in any event within thirty (30) days (or such longer period of time later date as may be agreed to by the Administrative Agent in its reasonable discretionmay agree)) (a) , cause any such Person that (a) which is not a Domestic Subsidiary CFC, to (i) (A) become a Borrower, if such Person is a Domestic Subsidiary that owns assets of the type included in the Borrowing Base or (B) become a Guarantor, if such Person is a Domestic Subsidiary that does not own assets of the type included in the Domestic Borrowing Base, Loan Party by executing and delivering to the Administrative Agent a Joinder to this Agreement or a counterpart of the Facility Guaranty or such other document as the Administrative Agent shall deem appropriate for such purpose, (ii) ▇▇▇▇▇ ▇ ▇▇▇▇ to the Collateral Agent on such Person’s assets (of the type constituting Collateral) to secure the Obligations, and (iii) deliver to the Administrative Agent documents of the types referred to in Sections 4.01(a)(iii), 4.01(a)(ivclauses (iii) and 4.01(a)(xiii(iv) of Section 4.01(a) and at the reasonably request of the Administrative Agent, customary favorable opinions of counsel to such Person as (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to such matters concerning such Person and the Loan Documents as the Administrative Agent may reasonably requestin clause (a)), and (b) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any Loan Party, cause such Loan Party to pledge such Equity Interests and promissory notes evidencing such Indebtedness (if any) (except that, if such Subsidiary is a CFC, the Equity Interests of such Subsidiary to be pledged may be limited to 65% of the outstanding voting Equity Interests of such Subsidiary and 100% of the non-voting Equity Interests of such Subsidiary and such time period may be extended based on local law or practice), in each case in form, content and scope reasonably satisfactory to the Administrative Agent. For the avoidance of doubt, no assets of a CFC, and no Equity Interests of a Subsidiary of any CFC, shall be required to be pledged under this Section 6.12. In no event shall compliance with this Section 6.12 waive or be deemed a waiver or Consent to any transaction giving rise to the need to comply with this Section 6.12 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower or permit the inclusion of any acquired assets in the computation of the each Borrowing Base. or the ABL Term Loan Borrowing Base. At all times, the Loan Parties shall cause each Subsidiary that is a “Loan Party” (as defined in the ABL Term Documents) to remain a Loan Party under the ABL Loan Documents, except to the extent a release of such Loan Party from its obligations under the ABL Term Documents and the Loan Documents is permitted pursuant to the terms of the ABL Term Documents and the Loan Documents.

Additional Loan Parties. Notify Promptly notify the Administrative Agent promptly after at the time that any Person becomes a Wholly Owned Subsidiary or any Person that is an Unrestricted Subsidiary becomes a Restricted Subsidiary, 109 and cause any such Person that is a wholly-owned Domestic Subsidiary of the Lead Borrower that is a Restricted Subsidiary (other than a Domestic Subsidiary that is a Subsidiary of a Foreign Subsidiary or a Domestic Subsidiary that owns (directly or indirectly) no material assets other than debt or Equity Interests in one or more Foreign Subsidiaries) to (a) promptly thereafter (and in any event within thirty fifteen (3015) days (Business Days of such Person becoming a Subsidiary or a Restricted Subsidiary, as the case may be, or such longer period of time later date as the Agent may be agreed to by the Administrative Agent in its reasonable discretionagree)) (a) cause any such Person that is a Domestic Subsidiary to , (i) (A) become a BorrowerLoan Party (including, if such Person is a Domestic Subsidiary that owns assets of acceptable to the type included in the Borrowing Base or (BAgent, an additional borrower) become a Guarantor, if such Person is a Domestic Subsidiary that does not own assets of the type included in the Domestic Borrowing Base, by executing and delivering to the Administrative Agent a Joinder Agreement or such other document documents as the Administrative Agent shall reasonably deem appropriate for such purpose, (ii) ▇grant a ▇▇▇▇ ▇▇ ▇▇▇▇ to the Collateral Agent on such Person’s assets of the same type that constitute Collateral to secure the ObligationsObligations and take such actions as may be required under the Security Documents to perfect such Lien, and (iii) deliver to the Administrative Agent documents of the types referred to in Sections 4.01(a)(iii), 4.01(a)(ivclauses (iii) and 4.01(a)(xiii(iv) of Section 4.01(a); and at (b) if reasonably requested by the reasonably request of the Administrative Agent, deliver customary opinions of counsel to such Person as to such matters concerning such Person and in connection with the Loan Documents as the Administrative Agent may reasonably request, and foregoing clause (ba) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any Loan Party, cause such Loan Party to pledge such Equity Interests and promissory notes evidencing such Indebtedness (if any) (except that, if such Subsidiary is a CFC, the Equity Interests of such Subsidiary to be pledged may be limited to 65% of the outstanding voting Equity Interests of such Subsidiary and 100% of the non-voting Equity Interests of such Subsidiary and such time period may be extended based on local law or practice), in each case in form, content and scope reasonably satisfactory to the Administrative Agent. For ; provided that, for the avoidance of doubt, in no assets of event shall any Subsidiary that is not a CFC, and no Equity Interests of a Domestic Subsidiary of any CFC, shall be required to be pledged under this Section 6.12guarantee or provide Collateral to secure any Obligations. In no event shall compliance with this Section 6.12 6.11 waive or be deemed a waiver or Consent consent to any transaction giving rise to the need to comply with this Section 6.12 6.11 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower or permit the inclusion of any acquired assets in the computation of the Borrowing BaseBase until such time as the Agent has conducted its diligence with respect thereto.

Additional Loan Parties. Notify the Administrative Agent promptly after any Person becomes a Wholly Owned SubsidiarySubsidiary that is a direct wholly-owned Subsidiary of a Loan Party, and promptly thereafter (and in any event within thirty (30) days (or such longer period of time as the Agent may be agreed to by the Administrative Agent in its reasonable discretionagree)) (a) , cause any such Person that (a) which is not a CFC or Excluded Domestic Subsidiary to (i) (A) become a Borrower, if such Person is a Domestic Subsidiary that owns assets of the type included in the Borrowing Base or (B) become a Guarantor, if such Person is a Domestic Subsidiary that does not own assets of the type included in the Domestic Borrowing Base, Loan Party by executing and delivering to the Administrative Agent a Joinder to this Agreement or a Joinder to the Facility Guaranty or such other document documents as the Administrative Agent shall deem appropriate for such purpose, (ii) ▇▇▇▇▇ ▇ ▇▇▇▇ to the Collateral Agent on such Person’s assets of the same type that constitute Collateral to secure the Obligations, and (iii) deliver to the Administrative Agent documents of the types referred to in Sections 4.01(a)(iii), 4.01(a)(ivclauses (iii) and 4.01(a)(xiii(iv) and at the reasonably request of the Administrative Section 4.01(a) and, if requested by Agent, customary opinions of counsel to such Person as (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to such matters concerning such Person and the Loan Documents as the Administrative Agent may reasonably requestin clause (a)), and (b) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any Loan Party, cause such Loan Party to pledge such Equity Interests and promissory notes evidencing such Indebtedness (if any) (except that, if such Subsidiary is a CFC, the Equity Interests of such Subsidiary to be pledged may be limited to 65% of the outstanding voting Equity Interests of such Subsidiary and 100% of the non-voting Equity Interests of such Subsidiary and such time period may be extended based on local law or practice)Subsidiary, in each case in form, content and scope reasonably satisfactory to the Administrative Agent. For the avoidance of doubt, no assets of a CFC, and no Equity Interests of a Subsidiary of any CFC, shall be required to be pledged under this Section 6.12. In no event shall compliance with this Section 6.12 6.11 waive or be deemed a waiver or Consent to any transaction giving rise to the need to comply with this Section 6.12 6.11 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower or Guarantor hereunder or permit the inclusion of any acquired assets in the computation of the Borrowing Base.

Additional Loan Parties. Notify the Administrative Agent promptly after at the time that any Person becomes a Wholly Owned Subsidiary, and promptly thereafter (and in any event (y) within thirty fifteen (3015) days for any Subsidiary other than an Immaterial Subsidiary and (or such longer period of time as may z) with respect to any Immaterial Subsidiary, not later than the next date on which the financial statements referred to in Sections VI.A.1 and VI.A.2 are required to be agreed to by the Administrative Agent in its reasonable discretiondelivered)) (a) , cause any such Person that (a) which is not a Domestic Subsidiary CFC, to (i) (A) become a Borrower, if such Person is a Domestic Subsidiary that owns assets of the type included in the Borrowing Base or (B) become a Guarantor, if such Person is a Domestic Subsidiary that does not own assets of the type included in the Domestic Borrowing Base, Loan Party by executing and delivering to the Administrative Agent a Joinder Agreement or such other document as the Administrative Agent shall deem appropriate reasonably request for such purpose, (ii) ▇▇▇▇▇ ▇ ▇▇▇▇ to the Collateral Agent on such Person’s assets to secure the Obligations, and (iii) deliver to the Administrative Agent documents of the types referred to in Sections 4.01(a)(iii)clauses c and d of Section IV.A.1 and, 4.01(a)(iv) and 4.01(a)(xiii) and at the reasonably request of if requested by the Administrative AgentAgent in connection with a Subsidiary other than an Immaterial Subsidiary, customary favorable opinions of counsel to such Person as (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to such matters concerning such Person and the Loan Documents as the Administrative Agent may reasonably requestin this clause 1), and (b) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any Loan Party, cause such Loan Party to pledge such Equity Interests and promissory notes evidencing such Indebtedness (if any) (except that, if such Subsidiary is a CFC, the Equity Interests of such Subsidiary to be pledged may be limited to 65% of the outstanding voting Equity Interests of such Subsidiary and 100% of the non-voting Equity Interests of such Subsidiary and such time period may be extended based on local law or practice), in each case in form, content and scope reasonably satisfactory to the Administrative Agent (it being understood that, if requested by the Administrative Agent. For the avoidance of doubt, no assets of a CFC, and no Equity Interests of a Subsidiary Lead Borrower shall promptly deliver customary favorable legal opinions in respect of any CFC, shall be required Subsidiary that was an Immaterial Subsidiary that ceases to be pledged under this Section 6.12an Immaterial Subsidiary to the extent not previously delivered hereunder). In no event shall compliance with this Section 6.12 VI.L waive or be deemed a waiver or Consent to any transaction giving rise to the need to comply with this Section 6.12 VI.L if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower or permit the inclusion of any acquired assets in the computation of the Borrowing Base.

Additional Loan Parties. Notify the Administrative Agent promptly after at the time that any Person becomes a Wholly Owned Subsidiary, and promptly thereafter (and in any event within thirty (30) days (or such longer period of time later date as the Agent may be agreed to by the Administrative Agent in its reasonable discretionagree)) (a) , cause any such Person that is a Domestic wholly-owned domestic Subsidiary (other than any wholly-owned domestic Subsidiary that is an Immaterial Subsidiary or that is owned by a CFC or that is a Foreign Subsidiary Holding Company), or cause any wholly-owned domestic Subsidiary (other than any such Subsidiary that is owned by a CFC or that is a Foreign Subsidiary Holding Company) previously designated as an Immaterial Subsidiary that thereafter becomes a Material Subsidiary, to (i) (Aa) become a Borrower, if such Person is a Domestic Subsidiary that owns assets of the type included in the Borrowing Base or (B) become a Guarantor, if such Person is a Domestic Subsidiary that does not own assets of the type included in the Domestic Borrowing Base, Loan Party by executing and delivering to the Administrative Agent a Joinder Agreement or such other document documents as the Administrative Agent shall deem appropriate for such purpose, (iib) ▇▇▇▇▇ ▇ ▇▇▇▇ to the Collateral Agent on such Person’s assets of the same type that constitute Collateral to secure the Obligations, and (iiic) deliver to the Administrative Agent documents of the types referred to in Sections 4.01(a)(iii), 4.01(a)(ivclauses (iii) and 4.01(a)(xiii(iv) and at of Section 4.01(a) and, if requested by the reasonably request of the Administrative Agent, customary favorable opinions of counsel to such Person as to such matters concerning such Person and the Loan Documents as the Administrative Agent may reasonably request(which shall cover, and (b) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any Loan Party, cause such Loan Party to pledge such Equity Interests and promissory notes evidencing such Indebtedness (if any) (except that, if such Subsidiary is a CFCamong other things, the Equity Interests of such Subsidiary to be pledged may be limited to 65% legality, validity, binding effect and enforceability of the outstanding voting Equity Interests of such Subsidiary and 100% of the non-voting Equity Interests of such Subsidiary and such time period may be extended based on local law or practicedocumentation referred to in clause (a)), in each case in form, content and scope reasonably satisfactory to the Administrative Agent. For the avoidance of doubt; provided that, no if any such wholly-owned domestic Subsidiary owns assets of the type which would be included in the Borrowing Base, such Subsidiary shall join the Loan Documents as a CFC, and no Equity Interests of a Subsidiary of any CFC, shall be required to be pledged under this Section 6.12Borrower thereunder. In no event shall compliance with this Section 6.12 6.11 waive or be deemed a waiver or Consent consent to any transaction giving rise to the need to comply with this Section 6.12 6.11 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower or permit the inclusion of any acquired assets in the computation of the Borrowing Base.

Additional Loan Parties. Notify (a) Any Subsidiary organized under the Administrative laws of Australia, Belgium, Canada, the Netherlands, New Zealand, Norway, Singapore or the United Kingdom may, at the election of the North American Loan Party Agent, become a Foreign Borrower hereunder within the applicable Foreign Borrower Group for its jurisdiction of organization upon (i) the execution and delivery to Agent promptly after any Person becomes and/or Security Trustees (A) by such Subsidiary of a Wholly Owned Subsidiarysupplement or joinder to this Agreement, substantially in the form of Exhibit I, (B) by such Subsidiary of Security Documents in form and promptly thereafter (substance reasonably satisfactory to Agent and in any event within thirty (30) days (or such longer period of time the relevant Security Trustee as may be agreed to by required for the Administrative Agent in its reasonable discretion)) relevant jurisdiction (a) cause provided, that any such Person that is a Domestic Subsidiary new Security Document shall be in substantially the same form as the comparable Security Documents to (i) (A) become a Borrower, if such Person is a Domestic Subsidiary that owns assets which the existing Loan Parties of the type included in the Borrowing Base or (B) become a Guarantor, if such Person is a Domestic Subsidiary that does not own assets Loan Party Group of the type included in the Domestic Borrowing Base, by executing and delivering to the Administrative Agent a Joinder Agreement or such other document as the Administrative Agent shall deem appropriate for such purpose, (ii) ▇▇▇▇▇ ▇ ▇▇▇▇ to the Collateral Agent on such Person’s assets to secure the Obligations, and (iii) deliver to the Administrative Agent documents of the types referred to in Sections 4.01(a)(iii), 4.01(a)(iv) and 4.01(a)(xiii) and at the reasonably request of the Administrative Agent, customary opinions of counsel to such Person as to such matters concerning such Person and the Loan Documents as the Administrative Agent may reasonably request, and (b) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any Loan Party, cause such New Loan Party to pledge such Equity Interests and promissory notes evidencing such Indebtedness (if any) are party and, in any event, shall not be more onerous with respect to the obligations of such New Loan Party than those contained in the Security Documents to which the other members of such New Loan Party’s Loan Party Group (except if any) are party), and (C) by a Senior Officer of the applicable Loan Party Agent for such Subsidiary, of a (1) Borrowing Base Certificate for such Subsidiary effective as of not more than 25 days preceding the date on which such Subsidiary becomes a Foreign Borrower and (2) written notice of such Subsidiary’s Applicable Foreign Borrower Commitment (other than in the case of a Norwegian Borrower), and (ii) the completion of Agent’s due diligence to its reasonable satisfaction and of Agent’s and each Applicable Lender’s compliance procedures for applicable “know your customer” and anti-money laundering rules; provided that, if such Subsidiary is a CFC, the Equity Interests of prior to permitting such Subsidiary to borrow any Revolver Loans or obtain the issuance of any Letters of Credit hereunder, the Agent, in its discretion, shall have the right to conduct an appraisal and field examination with respect to such Subsidiary, including, without limitation, of (x) such Subsidiary’s practices in the computation of its Borrowing Base and (y) the assets included in such Subsidiary’s Borrowing Base and related financial information such as, but not limited to, sales, gross margins, payables, accruals and reserves, in each case, prepared on a basis reasonably satisfactory to Agent and at the sole expense of such Subsidiary. (b) Except as set forth in Section 10.2.1(b)(ix) and 10.2.1(b)(x) and subject to any applicable limitations set forth in the Security Documents and Agent’s and each Applicable Lender’s compliance procedures for applicable “know your customer” and anti-money laundering rules, each U.S. Borrower will cause each direct or indirect U.S. Subsidiary of MRC Global (other than any Excluded Subsidiary) formed or otherwise purchased or acquired after the date hereof (including pursuant to a Permitted Acquisition) or that has ceased to be pledged may be limited an Excluded Subsidiary pursuant to 65% clause (e), (f) or (h) of the outstanding voting Equity Interests definition of such Subsidiary and 100% of the non-voting Equity Interests of such Subsidiary and such time period may be extended based on local law or practice)Excluded Subsidiary, in each case within 30 days of such date, to execute a supplement or joinder to this Agreement, substantially in formthe form of Exhibit I, content in order for such Subsidiary to become a U.S. Borrower and/or a U.S. Facility Guarantor under Section 5.10 and scope a grantor under Section 7.1 or, to the extent reasonably requested by the Agent, enter into a new Security Document in form and substance reasonably satisfactory to the Administrative Agent and North American Loan Party Agent. For the avoidance of doubt, no assets of a CFC, and no Equity Interests of a Subsidiary of any CFC, shall be required to be pledged under this Section 6.12. In no event shall compliance with this Section 6.12 waive or be deemed a waiver or Consent to any transaction giving rise to the need to comply with this Section 6.12 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower or permit the inclusion of any acquired assets in the computation of the Borrowing Base.

Additional Loan Parties. Notify the Administrative Agent promptly after at the time that any Person becomes a Wholly Owned SubsidiarySubsidiary and, and in each case promptly thereafter (and in any event within thirty fifteen (3015) days (or such longer period of time as may be agreed to by the Administrative Agent in its reasonable discretiondays)) (a) , cause any such Person that (a) which is not a Domestic CFC or a Subsidiary of a CFC, to (i) (A) become a Borrower, if such Person is a Domestic Subsidiary that owns assets of the type included in the Borrowing Base or (B) become a Guarantor, if such Person is a Domestic Subsidiary that does not own assets of the type included in the Domestic Borrowing Base, Loan Party by executing and delivering to the Administrative Agent a Joinder to this Agreement or a Joinder to the Facility Guaranty or such other document documents as the Administrative Agent shall deem appropriate for such purpose, (ii) ▇g▇▇▇▇ ▇ ▇▇▇▇ to the Collateral Agent on such Person’s assets (other than Excluded Property) of the same type that constitute Collateral to secure the Obligations, and (iii) deliver to the Administrative Agent documents of the types referred to in Sections 4.01(a)(iii), 4.01(a)(ivclauses (iii) and 4.01(a)(xiii(iv) of Section 4.01(a) and at the reasonably request of the Administrative Agent, customary favorable opinions of counsel to such Person as (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to such matters concerning such Person and the Loan Documents as the Administrative Agent may reasonably requestin this clause (a)), and (b) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any Loan Party, cause such Loan Party to pledge such Equity Interests and promissory notes evidencing such Indebtedness (if any) as Collateral (except that, if such Subsidiary is a CFC, the Equity Interests of such Subsidiary to be pledged may be limited to 6566% of the outstanding voting Equity Interests of such Subsidiary and 100% of the non-voting Equity Interests of such Subsidiary and if such Subsidiary is a Subsidiary of a CFC, no Equity Interests may be pledged, and such time period may be extended based on local law or practice), in each case in form, content and scope reasonably satisfactory to the Administrative Agent and the Term Agent. For the avoidance of doubt, no assets of a CFC, and no Equity Interests of a Subsidiary of any CFC, shall be required to be pledged under this Section 6.12. In no event shall compliance with this Section 6.12 waive or be deemed a waiver or Consent to any transaction giving rise to the need to comply with this Section 6.12 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower or permit the inclusion of any acquired assets in the computation of the Borrowing Base.

Additional Loan Parties. Notify the Administrative Agent promptly after any Person becomes a Wholly Owned SubsidiarySubsidiary (other than any Excluded Subsidiary but including any Unrestricted Subsidiary being reclassified as a Restricted Subsidiary of the Lead Borrower, and promptly thereafter (and in any event within thirty fifteen (3015) days (or such longer period of time as may be agreed to Business Days) if requested by the Administrative Agent in its reasonable discretion)) Agent, (a) (i) cause any such Person that is a Domestic Subsidiary to (i) (A) become a Borrower, if such Person is a Domestic Subsidiary that owns assets of the type included in the Borrowing Base Borrower or (B) become a Guarantor, if such Person is a Domestic Subsidiary that does not own assets of the type included in the Domestic Borrowing Base, Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement to this Agreement or a counterpart of the Facility Guaranty or such other document as the Administrative Agent shall deem reasonably appropriate for such purpose, (ii) subject to the requirements of Section 6.16(b), ▇▇▇▇▇ ▇ ▇▇▇▇ to the Collateral Agent on such Person’s assets on the same types of assets which constitute Collateral under the Security Documents to secure the Obligations, and (iii) deliver to the Administrative Agent documents of the types referred to in Sections 4.01(a)(iii), 4.01(a)(ivclauses (iii) and 4.01(a)(xiii(iv) of Section 4.01(a) and at the reasonably request of if requested by the Administrative Agent, customary favorable opinions of counsel to such Person as (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to such matters concerning such Person and the Loan Documents as the Administrative Agent may reasonably requestin this clause (a)), and (b) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any Loan Party, cause such Loan Party to pledge such Equity Interests and promissory notes evidencing such Indebtedness (if any) (except that, if such Subsidiary is a CFC, the Equity Interests of such Subsidiary to be pledged may be limited to 65% of the outstanding voting Equity Interests of such Subsidiary and 100% of the non-voting Equity Interests of such Subsidiary and such time period may be extended based on local law or practice)Indebtedness, in each case in form, content and scope reasonably satisfactory to the Administrative Agent. For In addition, for purposes of compliance with Section 6.01, any direct or indirect parent entity of the avoidance of doubt, no assets of Lead Borrower may become a CFC, guarantor by executing and no Equity Interests of delivering to the Administrative Agent a Subsidiary of any CFC, guarantee agreement in a form satisfactory to the Administrative Agent which shall be required executed by the Lead Borrower and such parent; provided that such parent entity shall not otherwise be deemed to be pledged a “Borrower”, “Guarantor” or “Loan Party” for any purpose under this Section 6.12Agreement. In no event shall compliance with this Section 6.12 6.11 waive or be deemed a waiver or Consent consent to any transaction giving rise to the need to comply with this Section 6.12 6.11 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower or Guarantor or permit the inclusion of any acquired assets in the computation of the Borrowing Base.

Additional Loan Parties. Notify the Administrative Agent promptly after any Person becomes a Wholly Owned Subsidiary (other than any Excluded Subsidiary), including any Unrestricted Subsidiary being reclassified as a Restricted Subsidiary, and promptly thereafter (and in any event within thirty fifteen (3015) days (or such longer period of time as may be agreed to Business Days) if requested by the Administrative Agent in its reasonable discretion)) Agent, (ai) cause any such Person that is to become either a Domestic Subsidiary to Borrower (i) (A) become a Borrower, if such Person is a Domestic Subsidiary that owns assets at the request of the type included in Lead Borrower and with the Borrowing Base or (B) become a Guarantor, if such Person is a Domestic Subsidiary that does not own assets consent of the type included in the Domestic Borrowing Base, Administrative Agent) or a Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement to this Agreement or a counterpart of the Facility Guaranty or such other document as the Administrative Agent shall deem reasonably appropriate for such purpose, (ii) ▇▇▇▇▇ ▇ ▇▇▇▇ to the Collateral Agent on such Person’s assets on the same types of assets which constitute Collateral under the Security Documents to secure the Obligations, and (iii) deliver to the Administrative Agent documents of the types referred to in Sections 4.01(a)(iii), 4.01(a)(ivclauses (iii) and 4.01(a)(xiii(iv) of Section 4.01(a) and at the reasonably request of if requested by the Administrative Agent, customary favorable opinions of counsel to such Person as (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to such matters concerning such Person and the Loan Documents as the Administrative Agent may reasonably requestin clause (a)), and (b) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any Loan Party, cause such Loan Party to pledge such Equity Interests and promissory notes evidencing such Indebtedness (if any) (except that, if such Subsidiary is a CFC, the Equity Interests of such Subsidiary to be pledged may be limited to 65% of the outstanding voting Equity Interests of such Subsidiary and 100% of the non-voting Equity Interests of such Subsidiary and such time period may be extended based on local law or practice)Indebtedness, in each case in form, content and scope reasonably satisfactory to the Administrative Agent. For the avoidance of doubt, no assets of a CFC, and no Equity Interests of a Subsidiary of any CFC, shall be required to be pledged under this Section 6.12. In no event shall compliance with this Section 6.12 6.11 waive or be deemed a waiver or Consent consent to any transaction giving rise to the need to comply with this Section 6.12 6.11 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower or Guarantor or permit the inclusion of any acquired assets in the computation of the Borrowing Base.

Additional Loan Parties. Notify the Administrative Agent promptly after at the time that any Person becomes a Wholly Owned Subsidiary, and promptly thereafter Domestic Subsidiary that the Borrower in its sole discretion elects to cause such Subsidiary to become a Loan Party or if the Borrower in its sole discretion elects to cause any of its other Subsidiaries that is not a Loan party to become a Loan Party (and in any event within thirty (30) days (or such longer period of time as may be agreed to it being acknowledged by the Administrative Agent in its reasonable discretionCredit Parties that the Borrower is not obligated to cause any such Subsidiary to become a Loan Party)) . If the Borrower elects to cause any such Subsidiary to become a Loan Party, cause such Person (a) cause any such Person that is a Domestic Subsidiary to (i) (A) become a Borrower, if such Person is a Domestic Subsidiary that owns assets of the type included in the Borrowing Base or (B) become a Guarantor, if such Person is a Domestic Subsidiary that does not own assets of the type included in the Domestic Borrowing Base, Loan Party by executing and delivering to the Administrative Agent a Joinder Agreement or such other document as the Administrative Agent shall deem appropriate for such purposeAgreement, (iib) to ▇▇▇▇▇ ▇ ▇▇▇▇ to secure the Collateral Obligations to the Agent on such Person’s assets of the same types of assets which constitute Collateral under the Security Documents (subject to secure the Obligationslimitations contained therein), and (iiic) to deliver to the Administrative Agent documents of the types referred to in Sections 4.01(a)(iii), 4.01(a)(ivclauses (iii) and 4.01(a)(xiii(iv) and at of Section 4.01(a) and, if reasonably requested by the reasonably request of the Administrative Agent, customary favorable opinions of counsel to such Person as (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to such matters concerning such Person and above). Notwithstanding anything to the contrary contained herein or in any other Loan Documents as the Administrative Document, Agent may reasonably request, and (b) if shall not accept delivery of any Equity Interests or Indebtedness of such Person are owned by or on behalf joinder to any Loan Document with respect to any Subsidiary of any Loan Party that is not a Loan Party, cause such Loan Party to pledge such Equity Interests and promissory notes evidencing such Indebtedness (if any) (except that, if such Subsidiary is that qualifies as a CFC, “legal entity customer” under the Equity Interests of Beneficial Ownership Regulation unless such Subsidiary has delivered a Beneficial Ownership Certification in relation to be pledged may be limited to 65% of the outstanding voting Equity Interests of such Subsidiary and 100% Agent has completed its Patriot Act searches, OFAC/PEP searches and customary individual background checks for such Subsidiary, the results of the non-voting Equity Interests of such Subsidiary and such time period may which shall be extended based on local law or practice), in each case in form, content and scope reasonably satisfactory to the Administrative Agent. For the avoidance of doubt, no assets of a CFC, Agent and no Equity Interests of a Subsidiary of any CFC, shall be required to be pledged under this Section 6.12. In no event shall compliance with this Section 6.12 waive or be deemed a waiver or Consent to any transaction giving rise to the need to comply with this Section 6.12 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower or permit the inclusion of any acquired assets in the computation of the Borrowing Baseall Lenders.

Additional Loan Parties. Notify the Administrative Agent promptly after at the time that any Person becomes a Wholly Owned SubsidiaryDomestic Subsidiary (or if at any time an administratively dissolved Subsidiary ceases to be so administratively dissolved), and promptly thereafter (and in any event within thirty fifteen (3015) days (or such longer period of time as may be agreed to by the Administrative Agent in its reasonable discretiondays)) (a) , cause any such Person that (a) which is not a Domestic Subsidiary CFC or Excluded Subsidiary, to (i) (A) become a Borrower, if such Person is a Domestic Subsidiary that owns assets of the type included in the Borrowing Base or (B) become a Guarantor, if such Person is a Domestic Subsidiary that does not own assets of the type included in the Domestic Borrowing Base, Loan Party by executing and delivering to the Administrative Agent a Joinder to this Agreement or a Joinder to the Facility Guaranty or such other document documents as the Administrative Agent shall reasonably deem appropriate for such purpose, (ii) ▇▇▇▇▇ ▇ ▇▇▇▇ to the Collateral Agent on such Person’s assets of the same type that constitute Collateral to secure the Obligations, and (iii) deliver to the Administrative Agent documents of the types referred to in Sections 4.01(a)(iii), 4.01(a)(ivclauses (iii) and 4.01(a)(xiii(iv) of Section 4.01(a) and at the reasonably request of the Administrative Agent, customary favorable opinions of counsel to such Person as (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to such matters concerning such Person and the Loan Documents as the Administrative Agent may reasonably requestin clause (a)), and (b) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any Loan Party, cause such Loan Party to pledge such Equity Interests and promissory notes evidencing such Indebtedness (if any) (except that, if such Subsidiary is a CFC, the Equity Interests of such Subsidiary to be pledged may be limited to sixty-five percent (65% %) of the outstanding voting Equity Interests of such Subsidiary and one hundred percent (100% %) of the non-voting Equity Interests of such Subsidiary and such time period may be extended based on local law or practiceSubsidiary), in each case in form, content and scope reasonably satisfactory to the Administrative Agent. For the avoidance of doubt, no assets of a CFC, and no Equity Interests of a Subsidiary of any CFC, shall be required to be pledged under this Section 6.12. In no event shall compliance with this Section 6.12 waive or be deemed a waiver or Consent to any transaction giving rise to the need to comply with this Section 6.12 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower or to permit the inclusion of any acquired assets in the computation of the Borrowing Base.

Additional Loan Parties. (a) Notify the Administrative Agent promptly after any Person becomes a Domestic Subsidiary that is a direct Wholly Owned SubsidiarySubsidiary of any Domestic Loan Party (other than any CFC or Subsidiary of a CFC), and promptly thereafter (and in any event within thirty (30) days (or such longer period of time as may be agreed to by the Administrative Agent in its reasonable discretionmay agree)) , (a) cause any such Person Domestic Subsidiary that is a Domestic direct Wholly Owned Subsidiary (other than any CFC or Subsidiary of a CFC) to (i) (A) become a Borrower, if such Person is a Domestic Subsidiary that owns assets of the type included in the Borrowing Base Borrower or (B) become a Guarantor, if such Person is a Domestic Subsidiary that does not own assets of the type included in the Domestic Borrowing Base, Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement Agreement, and, in the case of a Guarantor, a Facility Guaranty (or such other document as the Administrative Agent shall deem appropriate for such purposea counterpart or supplement thereto), (ii) ▇▇▇▇▇ ▇ ▇▇▇▇ to the Collateral Administrative Agent on such Person’s assets to secure the Obligationsextent required by the Security Documents, and (iii) deliver to the Administrative Agent documents of the types referred to in Sections 4.01(a)(iiiclauses (iv), 4.01(a)(iv(v), (v) and 4.01(a)(xiii(xvi) and at the reasonably request of Section 4.01(a) and, if requested by the Administrative Agent, customary opinions of counsel to such Person as (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to such matters concerning such Person and the Loan Documents as the Administrative Agent may reasonably requestin clause (a)), and (b) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any Domestic Loan Party, cause such Domestic Loan Party to shall pledge such Equity Interests and promissory notes evidencing such Indebtedness (if any) (except that, if such Subsidiary is a CFC or a Subsidiary of a CFC, the Equity Interests of such Subsidiary will not be required to be pledged may be limited to 65% of pledged), in the outstanding voting manner and format required by the Pledge Agreement; provided that, no Equity Interests of any Foreign Subsidiary which is not a Foreign Loan Party shall be required to be pledged. (b) Notify the Administrative Agent promptly after any Person becomes a Subsidiary that is a direct Wholly Owned Subsidiary of any Foreign Loan Party (other than any Subsidiary that is not organized under the Laws of Canada or any province thereof, Australia or Japan), and promptly thereafter (and in any event within thirty (30) days or such longer period as the Administrative Agent may agree), (a) cause any such Subsidiary and 100% that is a direct Wholly Owned Subsidiary (other than any Subsidiary that is not organized under the Laws of Canada or any province thereof, Australia or Japan)) to (i) become a Foreign Borrower or a Guarantor of the non-voting Equity Interests Foreign Liabilities by executing and delivering to the Administrative Agent a Joinder Agreement and, in the case of such Subsidiary and such time period may be extended based on local law a Guarantor, a Facility Guaranty (or practicea counterpart or supplement thereto), in each case in form, content (ii) ▇▇▇▇▇ ▇ ▇▇▇▇ to the Administrative Agent on such Person’s assets (to the extent required by the Security Documents) to secure the Foreign Liabilities by executing and scope reasonably satisfactory delivering to the Administrative Agent. For , appropriate Security Documents, and (iii) deliver to the avoidance Administrative Agent documents of doubtthe types referred to in clauses (iv) and (v) of Section 4.01(a) and, if requested by the Administrative Agent, customary opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)), and (b) if any Equity Interests or Indebtedness of such Person are owned by any Foreign Loan Party, such Foreign Loan Party shall pledge such Equity Interests and promissory notes evidencing such Indebtedness (if any), in the manner and format required by the Pledge Agreement, the Canadian Security Documents, the Australian Security Documents or the Japanese Security Documents, as applicable; provided that, no assets Equity Interests of any Foreign Subsidiary which is not a CFCForeign Loan Party, and no Equity Interests of a Subsidiary any unlimited company incorporated or amalgamated and existing under the laws of any CFCthe Province of Nova Scotia, shall be required to be pledged under this Section 6.12. pledged. (c) In no event shall compliance with this Section 6.12 6.13 waive or be deemed a waiver or Consent to any transaction giving rise to the need to comply with this Section 6.12 6.13 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower Borrowing Base Party or permit the inclusion of any acquired assets in the computation of the any Borrowing Base.

Additional Loan Parties. Notify the Administrative Agent promptly after at the time that any Person becomes a Wholly Owned SubsidiarySubsidiary and, and in each case promptly thereafter (and in any event within thirty fifteen (3015) days (or such longer period of time as may be agreed to by the Administrative Agent in its reasonable discretiondays)) (a) , cause any such Person that (a) which is a Domestic Subsidiary not an Affected Foreign Subsidiary, to (i) (A) become a Borrower, if such Person is a Domestic Subsidiary that owns assets of the type included in the Borrowing Base or (B) become a Guarantor, if such Person is a Domestic Subsidiary that does not own assets of the type included in the Domestic Borrowing Base, Loan Party by executing and delivering to the Administrative Agent a Joinder to this Agreement or a Joinder to the Facility Guaranty or such other document documents as the Administrative Agent shall deem appropriate for such purpose, (ii) ▇▇▇▇▇ ▇ ▇▇▇▇ to the Collateral Agent on such Person’s assets (other than Excluded Assets) of the same type that constitute Collateral to secure the Obligations, and (iii) deliver to the Administrative Agent documents of the types referred to in Sections 4.01(a)(iii), 4.01(a)(ivclauses (iii) and 4.01(a)(xiii(iv) of Section 4.01(a) and at the reasonably request of the Administrative Agent, customary favorable opinions of counsel to such Person as (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to such matters concerning such Person and the Loan Documents as the Administrative Agent may reasonably requestin this clause (a)), and (b) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any Loan Party, cause such Loan Party to pledge such Equity Interests and promissory notes evidencing such Indebtedness (if any) (except that, if such Subsidiary is a CFCan Affected Foreign Subsidiary, the Equity Interests of such Subsidiary to be pledged may be limited to 6566% of the outstanding voting Equity Interests of such Subsidiary and 100% of the non-voting Equity Interests of such Subsidiary and such time period may be extended based on local law or practice), in each case in form, content and scope reasonably satisfactory to the Administrative Agent. For the avoidance of doubt, no assets of a CFC, and no Equity Interests of a Subsidiary of any CFC, shall be required to be pledged under this Section 6.12. In no event shall compliance with this Section 6.12 waive or be deemed a waiver or Consent to any transaction giving rise to the need to comply with this Section 6.12 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower or permit the inclusion of any acquired assets in the computation of the Borrowing Base.

Additional Loan Parties. Notify (a) Subject to compliance with the Administrative Agent promptly provisions of paragraphs (c) and (d) of Clause 21.8 (“Know your customer” checks), the Parent may request that any of its Subsidiaries (other than the Borrower) become a Loan Party. (b) The Parent shall procure that any other member of the Group which is a Material Company or is a Holding Company of such a Material Company shall, as soon as possible after any Person becomes becoming a Wholly Owned SubsidiaryMaterial Company and, and promptly thereafter (and in any event within thirty 30 days, become an Additional Loan Party to the extent required under Clause 23.28 (30) days (or such longer period of time as may be agreed to by the Administrative Agent in its reasonable discretionLoan Parties)). (ac) cause any such Person that is a Domestic Subsidiary to A member of the Restricted Group shall become an Additional Loan Party if: (i) (A) become a Borrower, if such Person is a Domestic Subsidiary that owns assets of the type included in Borrower and the Borrowing Base or (B) become a Guarantor, if such Person is a Domestic Subsidiary that does not own assets of the type included in the Domestic Borrowing Base, by executing and delivering proposed Additional Loan Party deliver to the Administrative Agent a Joinder Agreement or such other document as the Administrative Agent shall deem appropriate for such purpose, duly completed and executed Accession Deed; and (ii) ▇▇▇▇▇ ▇ ▇▇▇▇ to the Collateral Agent on such Person’s assets to secure the Obligations, and (iii) deliver to the Administrative Agent documents has received all of the types referred documents and other evidence listed in Part II of Schedule 2 (Conditions precedent) in relation to in Sections 4.01(a)(iii), 4.01(a)(iv) and 4.01(a)(xiii) and at the reasonably request of the Administrative Agent, customary opinions of counsel to such Person as to such matters concerning such Person and the Loan Documents as the Administrative Agent may reasonably request, and (b) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any that Additional Loan Party, cause such Loan Party to pledge such Equity Interests each in form and promissory notes evidencing such Indebtedness (if any) (except that, if such Subsidiary is a CFC, the Equity Interests of such Subsidiary to be pledged may be limited to 65% of the outstanding voting Equity Interests of such Subsidiary and 100% of the non-voting Equity Interests of such Subsidiary and such time period may be extended based on local law or practice), in each case in form, content and scope reasonably substance satisfactory to the Administrative AgentAgent (acting reasonably). (d) The Agent shall notify the Borrower and the Lenders promptly upon being satisfied that it has received (in form and substance satisfactory to it) all the documents and other evidence listed in Part II of Schedule 2 (Conditions precedent). (e) Other than to the extent that the Majority Lenders notify the Agent in writing to the contrary before the Agent gives the notification described in paragraph (e) above, the Lenders authorise (but do not require) the Agent to give that notification. For The Agent shall not be liable for any damages, costs or losses whatsoever as a result of giving any such notification. (f) The Agent (acting on the avoidance instructions of doubtthe Majority Lenders) may, no assets on the instructions of a CFCthe Majority Lenders, and no Equity Interests of a Subsidiary of any CFC, shall be required agree with the Parent that the requirements under paragraph (c)(ii) above are to be pledged delivered and/or satisfied at a date later than the date on which the relevant entity becomes an Additional Loan Party. (g) The Agent (acting on the instructions of the Majority Lenders) may, on the instructions of the Majority Lenders (but shall not be obliged to), agree a limit on the amount of the liability of the potential Additional Loan Party under this Section 6.12. In no event shall compliance with this Section 6.12 waive or be deemed a waiver or Consent to any transaction giving rise to the need to comply with this Section 6.12 if such transaction was not otherwise expressly permitted by Clause 19 (Guarantee and Indemnities) of this Agreement or constitute or be deemed other changes to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower or permit the inclusion of any acquired assets Finance Documents which in the computation opinion of the Borrowing BaseAgent, based on the advice of its legal counsel, are necessary or desirable to overcome any prohibition or a risk that a guarantee by the potential Additional Loan Party will not be legal, valid, binding, enforceable and effective. The reasonable cost of the advice of legal counsel obtained pursuant to this paragraph (g) shall be for the account of the Borrower.

Additional Loan Parties. Notify the Administrative Agent promptly after at the time that any Person becomes a Wholly Owned domestic Subsidiary, and promptly thereafter (and in any event within thirty fifteen (3015) days (Business Days or such longer period of time as may be agreed to by the Administrative Agent GSO Entities in its reasonable discretion)) (a) , cause any such Person that is (a) which does not qualify as a Domestic Non-Guarantor Subsidiary to (i) (A) become a Borrower, if such Person is a Domestic Subsidiary that owns assets of the type included in the Borrowing Base or (B) become a Guarantor, if such Person is a Domestic Subsidiary that does not own assets of the type included in the Domestic Borrowing Base, Loan Party by executing and delivering to the Administrative Agent a Joinder to this Agreement or a Joinder to the Facility Guaranty or such other document documents as the Administrative Agent GSO Entities shall deem appropriate for such purpose, (ii) ▇g▇▇▇▇ ▇ ▇▇▇▇ to the Collateral Agent on such Person’s Intellectual Property and other assets of the same type that constitute Collateral (other than for the avoidance of doubt, Real Estate and other Excluded Property) to secure the Obligations, and (iii) deliver to the Administrative Agent documents of the types referred to in Sections 4.01(a)(iii), 4.01(a)(ivclauses (iii) and 4.01(a)(xiii(iv) of Section 4.01(a) and at the reasonably request of the Administrative Agent, customary opinions of counsel to such Person as (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to such matters concerning such Person and the Loan Documents as the Administrative Agent may reasonably requestin clause (a)), and (b) if any Equity Interests or Indebtedness of such Person (other than an Excluded Subsidiary or any Subsidiary acquired in connection with the Identified Transaction) are owned by or on behalf of any Loan Party, cause such Loan Party to pledge such Equity Interests and promissory notes evidencing such Indebtedness (if any) (except that, if such Subsidiary is a CFC, the Equity Interests of such Subsidiary to be pledged may shall be limited to 65% of the outstanding voting Equity Interests of such Subsidiary and 100% of the non-voting Equity Interests of such Subsidiary and such time period may be extended based on local law or practice)Subsidiary, in each case in form, content and scope reasonably satisfactory to the Administrative Agent. For GSO Entities (it being understood that in no event shall the avoidance Borrower be required to take any action outside of doubt, no assets of a CFC, and no the United States in order to create or perfect any security interest in any Equity Interests of a foreign Subsidiary of any CFCand no foreign law security or pledge agreements, shall deeds, filings or searches will be required to be pledged under this Section 6.12required). In no event shall compliance with this Section 6.12 6.11 waive or be deemed a waiver or Consent to any transaction giving rise to the need to comply with this Section 6.12 6.11 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower or permit the inclusion of any acquired assets in the computation of the Borrowing BaseBorrower.

Additional Loan Parties. Notify the Administrative Agent promptly after at the time that any Person becomes a Wholly Owned Subsidiary, and promptly thereafter (and in any event within thirty fifteen (3015) days (or such longer period of time as may be agreed to by the Administrative Agent in its reasonable discretion)) (a) , cause any such Person that (a) which is not a Domestic CFC or any domestic Subsidiary substantially all of the assets of which constitute equity and/or indebtedness of direct or indirect foreign Subsidiaries or intercompany accounts or an Excluded Subsidiary to (i) (A) become a Borrower, if such Person is a Domestic Subsidiary that owns assets of the type included in the Borrowing Base or (B) become a Guarantor, if such Person is a Domestic Subsidiary that does not own assets of the type included in the Domestic Borrowing Base, Loan Party by executing and delivering to the Administrative Agent a Joinder to this Agreement or a Joinder to the Facility Guaranty or such other document documents as the Administrative Agent shall deem appropriate for such purpose, (ii) ▇▇▇▇▇ ▇ ▇▇▇▇ to the Collateral Agent on such Person’s Intellectual Property and other assets of the same type that constitute Collateral (other than for the avoidance of doubt, Real Estate) to secure the Obligations, and (iii) deliver to the Administrative Agent documents of the types referred to in Sections 4.01(a)(iii), 4.01(a)(ivclauses (iii) and 4.01(a)(xiii(iv) of Section 4.01(a) and at the reasonably request of the Administrative Agent, customary opinions of counsel to such Person as (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to such matters concerning such Person and the Loan Documents as the Administrative Agent may reasonably requestin clause (a)), and (b) if any Equity Interests or Indebtedness of such Person (other than an Excluded Subsidiary) are owned by or on behalf of any Loan Party, cause such Loan Party to pledge such Equity Interests and promissory notes evidencing such Indebtedness (if any) (except that, if such Subsidiary is a CFC, the Equity Interests of such Subsidiary to be pledged may shall be limited to 65% of the outstanding voting Equity Interests of such Subsidiary and 100% of the non-voting Equity Interests of such Subsidiary and such time period may be extended based on local law or practice)Subsidiary, in each case in form, content and scope reasonably satisfactory to the Administrative Agent. For the avoidance of doubt, no assets of a CFC, and no Equity Interests of a Subsidiary of any CFC, shall be required to be pledged under this Section 6.12. In no event shall compliance with this Section 6.12 6.11 waive or be deemed a waiver or Consent to any transaction giving rise to the need to comply with this Section 6.12 6.11 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower or permit the inclusion of any acquired assets in the computation of the Borrowing BaseBorrower.

Additional Loan Parties. Notify the Administrative Agent promptly after at the time that any Person becomes a Wholly Owned Subsidiary, whether such Person shall be an Excluded Subsidiary (and if so, pursuant to which clause or clauses of the definition thereof), and promptly thereafter (and in any event within thirty (30) days (or such longer period of time as may be agreed to by the Administrative Agent in its reasonable discretion30 days)) (a) , cause any such Person that which is a Domestic Subsidiary to not an Excluded Subsidiary, (i) (A) to become a Borrower, if such Person is a Domestic Subsidiary that owns assets of the type included in the Borrowing Base or (B) become a Guarantor, if such Person is a Domestic Subsidiary that does not own assets of the type included in the Domestic Borrowing Base, by executing Loan Party and delivering to the Administrative Agent a Joinder Agreement or such other document as the Administrative Agent shall deem appropriate for such purpose, (ii) ▇▇▇▇▇ ▇ ▇▇▇▇ to the Collateral Agent on such Person’s assets of the types constituting Collateral to secure the ObligationsObligations by executing and delivering to the Administrative Agent a joinder to each of the Security Agreement and the Facility Guaranty and such other documents (including, to the extent applicable, Mortgages and Related Real Estate Collateral Security Agreements) as the Administrative Agent shall deem appropriate for such purpose and by complying with the Term Loan Priority Collateral Requirements with respect to any Material Real Estate Assets and Material Related Collateral Locations, (iiiii) deliver to the Administrative Agent documents of the types referred to in Sections 4.01(a)(iii), 4.01(a)(iv4.01(g) and 4.01(a)(xiii4.01(k) and at of the reasonably request of Existing Credit Agreement and, upon the Administrative Agent’s reasonable request, customary favorable opinions of counsel to such Person as (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to such matters concerning such Person and the Loan Documents as the Administrative Agent may reasonably request, in this sentence) and (biii) if any Equity Interests or Indebtedness of such Person are is owned by or on behalf of any Loan PartyParty in an amount greater than or equal to $10,000,000 individually or in the aggregate, cause such Loan Party to pledge such Equity Interests Indebtedness and promissory notes evidencing such Indebtedness (if any) (except that, if such Subsidiary is a CFC, the Equity Interests of such Subsidiary to be pledged may be limited to 65% of the outstanding voting Equity Interests of such Subsidiary and 100% of the non-voting Equity Interests of such Subsidiary and such time period may be extended based on local law or practice)Indebtedness, in each case in form, content and scope reasonably satisfactory to the Administrative Agent. For the avoidance of doubt, no assets of a CFC, and no Equity Interests of a Subsidiary of any CFC, shall be required to be pledged under this Section 6.12. In no event shall compliance with this Section 6.12 5.12 waive or be deemed a waiver or Consent consent to any transaction giving rise to the need to comply with this Section 6.12 5.12 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower or permit the inclusion of any acquired assets in the computation of the Borrowing BaseAgreement.

Additional Loan Parties. Notify Promptly notify the Administrative Agent promptly after at the time that any Person becomes a Wholly Owned Subsidiary or any Person that is an Unrestricted Subsidiary becomes a Restricted Subsidiary, -109- and cause any such Person that is a wholly-owned Domestic Subsidiary of the Lead Borrower that is a Restricted Subsidiary (other than a Domestic Subsidiary that is a Subsidiary of a Foreign Subsidiary or a Domestic Subsidiary that owns (directly or indirectly) no material assets other than debt or Equity Interests in one or more Foreign Subsidiaries) to (a) promptly thereafter (and in any event within thirty fifteen (3015) days (Business Days of such Person becoming a Subsidiary or a Restricted Subsidiary, as the case may be, or such longer period of time later date as the Agent may be agreed to by the Administrative Agent in its reasonable discretionagree)) (a) cause any such Person that is a Domestic Subsidiary to , (i) (A) become a BorrowerLoan Party (including, if such Person is a Domestic Subsidiary that owns assets of acceptable to the type included in the Borrowing Base or (BAgent, an additional borrower) become a Guarantor, if such Person is a Domestic Subsidiary that does not own assets of the type included in the Domestic Borrowing Base, by executing and delivering to the Administrative Agent a Joinder Agreement or such other document documents as the Administrative Agent shall reasonably deem appropriate for such purpose, (ii) ▇▇▇▇▇ ▇ ▇▇▇▇ to the Collateral Agent on such Person’s assets of the same type that constitute Collateral to secure the ObligationsObligations and take such actions as may be required under the Security Documents to perfect such Lien, and (iii) deliver to the Administrative Agent documents of the types referred to in Sections 4.01(a)(iii), 4.01(a)(ivclauses (iii) and 4.01(a)(xiii(iv) of Section 4.01(a); and at (b) if reasonably requested by the reasonably request of the Administrative Agent, deliver customary opinions of counsel to such Person as to such matters concerning such Person and in connection with the Loan Documents as the Administrative Agent may reasonably request, and foregoing clause (ba) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any Loan Party, cause such Loan Party to pledge such Equity Interests and promissory notes evidencing such Indebtedness (if any) (except that, if such Subsidiary is a CFC, the Equity Interests of such Subsidiary to be pledged may be limited to 65% of the outstanding voting Equity Interests of such Subsidiary and 100% of the non-voting Equity Interests of such Subsidiary and such time period may be extended based on local law or practice), in each case in form, content and scope reasonably satisfactory to the Administrative Agent. For ; provided that, for the avoidance of doubt, in no assets of event shall any Subsidiary that is not a CFC, and no Equity Interests of a Domestic Subsidiary of any CFC, shall be required to be pledged under this Section 6.12guarantee or provide Collateral to secure any Obligations. In no event shall compliance with this Section 6.12 6.11 waive or be deemed a waiver or Consent consent to any transaction giving rise to the need to comply with this Section 6.12 6.11 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower or permit the inclusion of any acquired assets in the computation of the Borrowing BaseBase until such time as the Agent has conducted its diligence with respect thereto.

Additional Loan Parties. Notify Cause each newly organized or acquired Subsidiary of the Administrative Agent promptly after Parent Guarantor (whether direct or indirect), prior to or concurrently with any Person becomes a Wholly Owned Subsidiary, and promptly thereafter (and in Investment by any event within thirty (30) days (of the Loan Parties or such longer period any of time as may be agreed to by the Administrative Agent in its reasonable discretion))their Subsidiaries therein: (a) cause any such Person that is a Domestic Subsidiary to (i) (A) become a Borrower, if such Person is a Domestic Subsidiary that owns assets of the type included in the Borrowing Base or (B) become a Guarantor, if such Person is a Domestic Subsidiary that does not own assets of the type included in the Domestic Borrowing Base, by executing to execute and delivering to the Administrative Agent a Joinder Agreement or such other document as the Administrative Agent shall deem appropriate for such purpose, (ii) ▇▇▇▇▇ ▇ ▇▇▇▇ to the Collateral Agent on such Person’s assets to secure the Obligations, and (iii) deliver to the Administrative Agent documents Agent, on behalf of the types referred to Secured Parties, (A) if such Subsidiary is a wholly owned U.S. Subsidiary or wholly owned Foreign Subsidiary (other than a Foreign Corporation) of one or more of the Loan Parties and their Subsidiaries, (1) a Security Agreement Supplement, an IP Security Agreement Supplement and/or, if necessary or in Sections 4.01(a)(iii), 4.01(a)(iv) and 4.01(a)(xiii) and at the reasonably request reasonable opinion of the Administrative AgentAgent desirable (and requested thereby) to properly create and perfect a lien and security interest in the capital stock (or other ownership or profit interests) in, customary opinions or the property and assets of, such Subsidiary, one or more other mortgages, security agreements or pledge agreements (or other similar documents), in form and substance reasonably satisfactory to the Lender Parties, and (2) a guaranty, in substantially the form of counsel Exhibit I hereto (as amended, supplemented or otherwise modified from time to time in accordance with its terms, a "Subsidiary Guaranty"), (B) if such Person Subsidiary is a Foreign Corporation or a non-wholly owned Subsidiary thereof, such documentation as may be necessary or in the reasonable opinion of the Administrative Agent desirable (and requested thereby) to properly create and perfect a lien and security interest in the capital stock (or other ownership or profit interests) in such matters concerning Subsidiary as required under clause (iii) of this Section 5.01(o) and (C) in each case, such Person and the Loan Documents other agreements, instruments, certificates or documents as the Administrative Agent may reasonably request, in each case in form and substance reasonably satisfactory to the Lender Parties; (bii) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any Loan Party, cause such Loan Party to pledge such Equity Interests and promissory notes evidencing such Indebtedness (if any) (except that, if such Subsidiary is a CFCwholly owned U.S. Subsidiary or wholly owned Foreign Subsidiary (other than a Foreign Corporation) of one or more of the Loan Parties and their Subsidiaries, such Subsidiary and the owners of all of the capital stock (or other ownership or profit interests) therein shall have taken or shall take all of the other actions that may be necessary or that the Administrative Agent may reasonably deem desirable in order (A) to perfect and protect any Liens granted under the Collateral Documents, the Equity Interests Security Agreement Supplement, the IP Security Agreement Supplement and, if applicable, the other mortgages, security agreements and pledge agreements referred to in clause (i) of this Section 5.01(o) and (B) to enable the Administrative Agent and the Lender Parties to exercise and enforce their rights and remedies under the Loan Documents; (iii) if such Subsidiary is a Foreign Corporation or a non-wholly owned Subsidiary thereof, such Subsidiary and each of the Loan Parties that owns any of the capital stock (or other ownership or profit interests) therein shall have taken or shall take all of the other actions that may be necessary or that the Administrative Agent may reasonably deem desirable and may request in order to perfect and protect any Liens granted or intended to be pledged may be limited to 65granted under the Collateral Documents in (A) if such Subsidiary is a Foreign Corporation, 66% of the outstanding voting capital stock (or other ownership or profit interests) in such Subsidiary entitled to vote (within the meaning of Treasury Regulation Section 1.956-2(c)(2) promulgated under the Internal Revenue Code) (the "Voting Equity Interests") (on a fully diluted basis) or, if less, all of the Voting Equity Interests of in such Subsidiary owned by the Loan Parties, and 100% all of the non-voting Equity Interests of capital stock (or other ownership or profit interests) in such Subsidiary and not entitled to vote (within the meaning of Treasury Regulation Section 1.956-2(c)(2) promulgated under the Internal Revenue Code) now or hereafter owned by the Loan Parties; provided, however, that, if, as a result of any changes in the tax laws of the United States after the date of this Agreement, the pledge by any of the Loan Parties of any additional capital stock (or other ownership or profit interests) in such time period may be extended based on local law or practice), in each case in form, content and scope reasonably satisfactory Foreign Corporation to the Administrative Agent. For , on behalf of itself and the avoidance other Secured Parties, would not result in an increase in the aggregate net consolidated tax liabilities of doubtthe Parent Guarantor and its Subsidiaries, no assets then, promptly after the changes in such laws, all such additional capital stock (or other ownership or profit interests) therein shall be pledged to the Administrative Agent, on behalf of the Secured Parties, pursuant to the terms and conditions of the Collateral Documents and/or one or more additional pledge agreements (or other similar documents), in form and substance reasonably acceptable to the Lenders and (B) if such Subsidiary is a CFCnon-wholly owned Subsidiary of one or more of the Loan Parties, all of the capital stock (or other ownership or profit interests) therein owned by one or more of the Loan Parties; and (iv) upon the reasonable request of the Administrative Agent, signed copies of one or more favorable opinions of special and appropriate local and/or foreign counsel for such Subsidiary and, if appropriate, counsel for each of the owners of the capital stock (or other ownership or profit interests) therein as the Administrative Agent shall reasonably request, addressed to the Administrative Agent, on behalf of the Secured Parties, and no Equity Interests reasonably acceptable to the Administrative Agent and each of a the other Secured Parties, as to the Subsidiary Guaranty, the Security Agreement Supplement, the IP Security Agreement Supplement, the mortgages, the security agreements and/or the pledge agreements (or other similar documents) referred to in clause (i) of any CFCthis Section 5.01(o) being the legal, shall be required valid and binding obligations of such Subsidiary or such owners of the capital stock (or other ownership or profit interests) therein, as the case may be, enforceable against such Subsidiary or each such owner in accordance with their respective terms, as to the creation, perfection and priority of the liens and security interests created or purported to be pledged under this Section 6.12. In no event shall compliance with this Section 6.12 waive created therein and as such other matters as the Administrative Agent, or be deemed a waiver or Consent to any transaction giving rise to the need to comply with this Section 6.12 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower or permit the inclusion of any acquired assets in the computation of the Borrowing BaseLender Parties through the Administrative Agent, may reasonably request.

Additional Loan Parties. Notify the Administrative Agent promptly after any Person becomes a Wholly Owned Subsidiary, and promptly thereafter (and in any event within thirty (30) days (or such longer period of time as may be agreed to by the Administrative Agent in its reasonable discretion)) (a) Within 20 days after a Material Operating Group Entity is formed or acquired or such person becomes a Material Operating Group Entity, as applicable, notify the Agent of such occurrence, and, within 30 days following such notification, cause any such Person that is a Domestic Subsidiary Material Operating Group Entity to (i) (A) become a Borrower, if such Person is a Domestic Subsidiary that owns assets of the type included in the Borrowing Base or (B) become a Guarantor, if such Person is a Domestic Subsidiary that does not own assets of the type included in the Domestic Borrowing Base, Loan Party by executing and delivering to the Administrative Agent a Loan Party Joinder Agreement or executed by such other document as the Administrative Agent shall deem appropriate for such purposenew Loan Party, (ii) deliver to the Agent a certificate of such Material Operating Group Entity, substantially in the form of the certificates delivered pursuant to Section 3.1(e) through (g) on the Restatement Effective Date, with appropriate insertions and attachments, and (iii) if reasonably requested by the Agent, deliver to the Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from ▇▇▇▇▇▇ ▇ & ▇▇▇▇▇▇▇ to the Collateral Agent on such Person’s assets to secure the ObligationsLLP or other counsel, and (iii) deliver to the Administrative Agent documents of the types referred to in Sections 4.01(a)(iii), 4.01(a)(iv) and 4.01(a)(xiii) and at the reasonably request of the Administrative Agent, customary opinions of counsel to such Person as to such matters concerning such Person and the Loan Documents as the Administrative Agent may reasonably request, and (b) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any Loan Party, cause such Loan Party to pledge such Equity Interests and promissory notes evidencing such Indebtedness (if any) (except that, if such Subsidiary is a CFC, the Equity Interests of such Subsidiary to be pledged may be limited to 65% of the outstanding voting Equity Interests of such Subsidiary and 100% of the non-voting Equity Interests of such Subsidiary and such time period may be extended based on local law or practice), in each case in form, content and scope reasonably satisfactory to the Administrative Agent. For ; provided, that in the avoidance of doubt, no assets of a CFC, and no Equity Interests of a Subsidiary case of any CFCMaterial Operating Group Entity that is an Immaterial Subsidiary, such Immaterial Subsidiary shall not be required to be pledged under this Section 6.12. In no event shall compliance with this Section 6.12 waive or be deemed a waiver or Consent to any transaction giving rise to the need to comply with this Section 6.12 if 5.7(a) so long as the aggregate Management Fees paid or payable directly to the Loan Parties during the four fiscal quarter period preceding such transaction date equals or exceeds 70% of the aggregate Management Fees paid or payable to the Borrower and its Subsidiaries during such period. For purposes of the foregoing proviso, Management Fees payable to any Subsidiary that are earned from a closed-end Ares Fund (or from any other Fee Generating Entity that is subject to a remaining lock-up period of at least two years) that was not otherwise expressly permitted by acquired or formed during such period shall be included in such calculation on a pro-forma basis for such period. Any document, agreement, or instrument executed or issued pursuant to this Agreement Section 5.7 shall be a Loan Document. (b) If a Material Operating Group Entity that was previously an Immaterial Subsidiary ceases to be an Immaterial Subsidiary (or constitute or is required to become a Loan Party pursuant to Section 5.7(a)), Borrower shall be deemed required to constitute, comply with Section 5.7(a) with respect to such Subsidiary on or before the date that is 30 days (or, in the case of any Immaterial Subsidiary that has ceased to be an Immaterial Subsidiary because it no longer delegates its right to receive Management Fees to the manager of an Ares Fund, 10 days) after the end of the applicable fiscal quarter (as contemplated by the definition of Immaterial Subsidiary) when such Subsidiary ceased to be an Immaterial Subsidiary; provided that, if the aggregate fair market value of all assets and other property of any such Subsidiary, an approval of such Person as a Borrower or permit together with all other Subsidiaries that have ceased to be Immaterial Subsidiaries and for which Section 5.7(a) has not yet been complied with, is less than $20,000,000, compliance with Section 5.7(a) will not be required until the inclusion of any acquired assets in date that is 45 days after the computation end of the Borrowing Basefiscal quarter in which such Subsidiary first ceased to be an Immaterial Subsidiary.

Additional Loan Parties. Notify the Administrative Agent promptly after at the time that any Person becomes a Wholly Owned Subsidiary, and whether the Borrower in its discretion elects to cause such Subsidiary to become a Loan Party (it being acknowledged by the Credit Parties that the Borrower is not obligated to cause such Subsidiary to become a Loan Party) and if any Equity Interests or Indebtedness of such Person are owned by any Loan Party, to promptly thereafter (and in any event within thirty (30) days (or such longer period of time as may be agreed to by the Administrative Agent shall agree) cause such Loan Party to pledge such Equity Interests and any promissory notes evidencing such Indebtedness to the extent required pursuant by the Security Agreement, in its reasonable discretioneach case in form, content and scope reasonably satisfactory to the Administrative Agent. If the Borrower elects to cause such Subsidiary to become a Loan Party: promptly thereafter (and in any event within thirty (30) days or such longer period as the Administrative Agent shall agree)) (a) , cause any such Person that is a Domestic Subsidiary (a) to (i) (A) become a Borrower, if such Person is a Domestic Subsidiary that owns assets of the type included in the Borrowing Base or (B) become a Guarantor, if such Person is a Domestic Subsidiary that does not own assets of the type included in the Domestic Borrowing Base, Loan Party by executing and delivering to the Administrative Agent a Joinder Agreement or such other document as the Administrative Agent shall deem appropriate for such purposeAgreement, (iib) to ▇▇▇▇▇ ▇ ▇▇▇▇ to the Collateral Agent on such Person’s assets to secure the ObligationsObligations and Other Liabilities on the same types of assets which constitute Collateral under the Security Documents, and (iiic) to deliver to the Administrative Agent documents of the types referred to in Sections 4.01(a)(iii), 4.01(a)(ivclauses (iii) and 4.01(a)(xiii(iv) and at the of Section 4.01(a) and, if reasonably request of requested by the Administrative Agent, customary favorable opinions of counsel to such Person as to such matters concerning such Person and the Loan Documents as the Administrative Agent may reasonably request(which shall cover, and (b) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any Loan Party, cause such Loan Party to pledge such Equity Interests and promissory notes evidencing such Indebtedness (if any) (except that, if such Subsidiary is a CFCamong other things, the Equity Interests of such Subsidiary to be pledged may be limited to 65% legality, validity, binding effect and enforceability of the outstanding voting Equity Interests of such Subsidiary and 100% of the non-voting Equity Interests of such Subsidiary and such time period may be extended based on local law or practicedocumentation referred to above), in each case in form, content and scope reasonably satisfactory to the Administrative Agent. For the avoidance of doubt, no assets of a CFC, and no Equity Interests of a Subsidiary of any CFC, shall be required to be pledged under this Section 6.12. In no event shall compliance with this Section 6.12 waive or be deemed a waiver or Consent to any transaction giving rise to the need to comply with this Section 6.12 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower or Guarantor or permit the inclusion of any acquired assets in the computation of the Borrowing Base.

Additional Loan Parties. Notify the Administrative Agent promptly after at the time that any Person becomes a Wholly Owned SubsidiaryDomestic Subsidiary thatIf (i) the Borrower, and promptly thereafter in its sole discretion elects to cause such Subsidiary to become a Loan Party or if the Borrower in its sole discretion, elects to cause any of its other SubsidiariesSubsidiary that is not a Loan partyParty to become a Loan Party (and in any event within thirty (30) days (or such longer period of time as may be agreed to it being acknowledged by the Administrative Agent in its reasonable discretionCredit Parties that the Borrower is not obligated to cause any such Subsidiary that is not a Loan Party to become a Loan Party)) . If except as otherwise provided herein) or (ii) the Borrower electsis required by the terms of this Agreement to cause any such Subsidiary that is not a Loan Party to become a Loan Party, cause such Person (a) cause any such Person that is a Domestic Subsidiary to (i) (A) become a Borrower, if such Person is a Domestic Subsidiary that owns assets of the type included in the Borrowing Base or (B) become a Guarantor, if such Person is a Domestic Subsidiary that does not own assets of the type included in the Domestic Borrowing Base, Loan Party by executing and delivering to the Administrative Agent a Joinder Agreement or such other document as the Administrative Agent shall deem appropriate for such purposeAgreement, (iib) to ▇▇▇▇▇ ▇ ▇▇▇▇ to secure the Collateral Obligations to the Agent on such Person’s assets of the same types of assets which constitute Collateral under the Security Documents (subject to secure the Obligationslimitations contained therein), and (iiic) to deliver to the Administrative Agent documents of the types referred to in Sections 4.01(a)(iii), 4.01(a)(ivclauses (iii) and 4.01(a)(xiii(iv) and at of Section 4.01(a) and, if reasonably requested by the reasonably request of the Administrative Agent, customary favorablecustomary opinions of counsel to such Person as (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to such matters concerning such Person and above). Notwithstanding anything to the contrary contained herein or in any other Loan Documents as the Administrative Document, Agent may reasonably request, and (b) if shall not accept delivery of any Equity Interests or Indebtedness of such Person are owned by or on behalf joinder to any Loan Document with respect to any Subsidiary of any Loan Party that is not a Loan Party, cause such Loan Party to pledge such Equity Interests and promissory notes evidencing such Indebtedness (if any) (except that, if such Subsidiary is that qualifies as a CFC“legal entity customer” under the Beneficial Ownership Regulation, the Equity Interests of unless such Subsidiary has delivered a Beneficial Ownership Certification in relation to be pledged may be limited to 65% of the outstanding voting Equity Interests of such Subsidiary and 100% Agent has completed its Patriot Act searches, OFAC/PEP searches and customary individual background checks for such Subsidiary, the results of the non-voting Equity Interests of such Subsidiary and such time period may which shall be extended based on local law or practice), in each case in form, content and scope reasonably satisfactory to the Administrative Agent. For the avoidance of doubt, no assets of a CFC, Agent and no Equity Interests of a Subsidiary of any CFC, shall be required to be pledged under this Section 6.12. In no event shall compliance with this Section 6.12 waive or be deemed a waiver or Consent to any transaction giving rise to the need to comply with this Section 6.12 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower or permit the inclusion of any acquired assets in the computation of the Borrowing Baseall Lenders.

Additional Loan Parties. Notify the Administrative Agent promptly after any Person becomes a Wholly Owned SubsidiarySubsidiary that is a direct wholly-owned Subsidiary of a Loan Party, and promptly thereafter (and in any event within thirty (30) days (or such longer period of time as the Agent may be agreed to by the Administrative Agent in its reasonable discretionagree)) (a) , cause any such Person that (a) which is not a CFC or Excluded Domestic Subsidiary to (i) (A) become a Borrower, if such Person is a Domestic Subsidiary that owns assets of the type included in the Borrowing Base or (B) become a Guarantor, if such Person is a Domestic Subsidiary that does not own assets of the type included in the Domestic Borrowing Base, Loan Party by executing and delivering to the Administrative Agent a Joinder to this Agreement or a Joinder to the Facility Guaranty or such other document documents as the Administrative Agent shall deem appropriate for such purpose, (ii) ▇g▇▇▇▇ ▇ ▇▇▇▇ to the Collateral Agent on such Person’s assets of the same type that constitute Collateral to secure the Obligations, and (iii) deliver to the Administrative Agent documents of the types referred to in Sections 4.01(a)(iii), 4.01(a)(ivclauses (iii) and 4.01(a)(xiii(iv) and at the reasonably request of the Administrative Section 4.01(a) and, if requested by Agent, customary opinions of counsel to such Person as (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to such matters concerning such Person and the Loan Documents as the Administrative Agent may reasonably requestin clause (a)), and (b) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any Loan Party, cause such Loan Party to pledge such Equity Interests and promissory notes evidencing such Indebtedness (if any) (except that, if such Subsidiary is a CFC, the Equity Interests of such Subsidiary to be pledged may be limited to 65% of the outstanding voting Equity Interests of such Subsidiary and 100% of the non-voting Equity Interests of such Subsidiary and such time period may be extended based on local law or practice)Subsidiary, in each case in form, content and scope reasonably satisfactory to the Administrative Agent. For the avoidance of doubt, no assets of a CFC, and no Equity Interests of a Subsidiary of any CFC, shall be required to be pledged under this Section 6.12. In no event shall compliance with this Section 6.12 6.11 waive or be deemed a waiver or Consent consent to any transaction giving rise to the need to comply with this Section 6.12 6.11 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower or Guarantor hereunder or permit the inclusion of any acquired assets in the computation of the Aggregate Borrowing Base, the Revolving Borrowing Base and/or the FILO Borrowing Base.

Additional Loan Parties. Notify Promptly notify the Administrative Agent promptly after at the time that any Person becomes a Wholly Owned Subsidiary or any Person that is an Unrestricted Subsidiary becomes a Restricted Subsidiary, and cause any such Person that is a wholly-owned Domestic Subsidiary of the Lead Borrower that is a Restricted Subsidiary (other than a Domestic Subsidiary that is a Subsidiary of a Foreign Subsidiary or a Domestic 9656966v810314033v12 Subsidiary that owns (directly or indirectly) no material assets other than debt or Equity Interests in one or more Foreign Subsidiaries) to (a) promptly thereafter (and in any event within thirty fifteen (3015) days (Business Days of such Person becoming a Subsidiary or a Restricted Subsidiary, as the case may be, or such longer period of time later date as the Agent may be agreed to by the Administrative Agent in its reasonable discretionagree)) (a) cause any such Person that is a Domestic Subsidiary to , (i) (A) become a BorrowerLoan Party (including, if such Person is a Domestic Subsidiary that owns assets of acceptable to the type included in the Borrowing Base or (BAgent, an additional borrower) become a Guarantor, if such Person is a Domestic Subsidiary that does not own assets of the type included in the Domestic Borrowing Base, by executing and delivering to the Administrative Agent a Joinder Agreement or such other document documents as the Administrative Agent shall reasonably deem appropriate for such purpose, (ii) ▇▇▇▇▇ grant ▇ ▇▇▇▇ to the Collateral ▇▇ ▇▇e Agent on such Person’s assets of the same type that constitute Collateral to secure the ObligationsObligations and take such actions as may be required under the Security Documents to perfect such Lien, and (iii) deliver to the Administrative Agent documents of the types referred to in Sections 4.01(a)(iii), 4.01(a)(ivclauses (iii) and 4.01(a)(xiii(iv) of Section 4.01(a); and at (b) if reasonably requested by the reasonably request of the Administrative Agent, deliver customary opinions of counsel to such Person as to such matters concerning such Person and in connection with the Loan Documents as the Administrative Agent may reasonably request, and foregoing clause (ba) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any Loan Party, cause such Loan Party to pledge such Equity Interests and promissory notes evidencing such Indebtedness (if any) (except that, if such Subsidiary is a CFC, the Equity Interests of such Subsidiary to be pledged may be limited to 65% of the outstanding voting Equity Interests of such Subsidiary and 100% of the non-voting Equity Interests of such Subsidiary and such time period may be extended based on local law or practice), in each case in form, content and scope reasonably satisfactory to the Administrative Agent. For ; provided that, for the avoidance of doubt, notwithstanding anything to the contrary herein or in any other Loan Document, in no assets of event shall any Subsidiary that is not a CFC, and no Equity Interests of a Domestic Subsidiary of any CFC, shall be required to be pledged under this Section 6.12guarantee or provide Collateral to secure any Obligations. In no event shall compliance with this Section 6.12 6.11 waive or be deemed a waiver or Consent consent to any transaction giving rise to the need to comply with this Section 6.12 6.11 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower or permit the inclusion of any acquired assets in the computation of the Borrowing BaseBase until such time as the Agent has conducted its diligence with respect thereto.

Additional Loan Parties. ‌ (a) Notify the Administrative Agent promptly after Lender at the time that any Person becomes becomes, after the Effective Date, a Wholly Owned Restricted Subsidiary of the Parent or a Subsidiary of any of its Restricted Subsidiaries (which, for purposes of this Section, shall include any Excluded Subsidiary which no longer qualifies as an Excluded Subsidiary and any Person which is required to become either a borrower or a guarantor under the ABL Credit Agreement, the Pathlight Term Loan Credit Agreement (other than, in the latter case, a Real Estate Subsidiary) for so long as the Term Loan Obligations have not been “Paid in Full” (as defined in the Pathlight Term Loan Credit Agreement) or any other Material Debt Document, and promptly thereafter (and in any event within thirty ninety (3090) days (or such longer period of time as may be agreed to by the Administrative Agent Lender agrees in its reasonable discretiondirection)) (a) , cause any such Person that which is a Domestic not an Excluded Subsidiary to (i) (A) become a Borrower, if such Person is a Domestic Subsidiary that owns assets of the type included in the Borrowing Base or (B) become a Guarantor, if such Person is a Domestic Subsidiary that does not own assets of the type included in the Domestic Borrowing Base, Loan Party by executing and delivering to the Administrative Agent Lender a Joinder Agreement or such other document documents as the Administrative Agent Lender shall deem appropriate for such purpose, and (ii) ▇▇▇▇▇ ▇ ▇▇▇▇ to the Collateral Agent on such Person’s assets to secure the Obligations, and (iii) deliver to the Administrative Agent Lender documents of the types referred to in Sections 4.01(a)(iiiclauses (ii) and (iii) of Section 4.01(a), 4.01(a)(iv) as appropriate, and 4.01(a)(xiii) and at the reasonably request of the Administrative Agent, customary opinions of counsel to such Person as to such matters concerning such Person and the Loan Documents as the Administrative Agent may reasonably request(which shall cover, and (b) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any Loan Party, cause such Loan Party to pledge such Equity Interests and promissory notes evidencing such Indebtedness (if any) (except that, if such Subsidiary is a CFCamong other things, the Equity Interests of such Subsidiary to be pledged may be limited to 65% legality, validity, binding effect and enforceability of the outstanding voting Equity Interests of such Subsidiary and 100% of the non-voting Equity Interests of such Subsidiary and such time period may be extended based on local law or practice), documentation referred to in each case in form, content and scope reasonably satisfactory to the Administrative Agent. For the avoidance of doubt, no assets of a CFC, and no Equity Interests of a Subsidiary of any CFC, shall be required to be pledged under this Section 6.126.11). In no event shall compliance with this Section 6.12 6.11 waive or be deemed a waiver or Consent consent to any transaction giving rise to the need to comply with this Section 6.12 6.11 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower Guarantor hereunder. (b) In no event shall compliance with this Section 6.11 waive or permit be deemed a waiver or consent to any transaction giving rise to the inclusion need to comply with this Section 6.11 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of any acquired assets such Person as a Guarantor hereunder. (c) The Parent may, at its option, provide notice to the Lender if a Restricted Subsidiary that is a Loan Party becomes or qualifies as an Immaterial Subsidiary or other Excluded Subsidiary under the ABL Credit Agreement (a “Reclassification Notice”). Upon delivery of a certificate demonstrating the basis upon which a Reclassification Notice is being delivered and certifying that no Default or Event of Default exists or would arise as a result of such designation, such certificate in form satisfactory to the computation Lender, acting reasonably, upon request of the Borrowing Base.Parent, so long as no Default or Event of Default shall then exist or would result therefrom, the Lender shall take such actions as may be requested by the Parent to release such Excluded Subsidiary from its Facility Guarantee at such time as it is concurrently released by the ABL Agent under the ABL Credit Agreement.‌

Additional Loan Parties. Notify the Administrative Agent promptly after Upon (i) any Person becomes Loan Party creating or acquiring any Subsidiary that is a Wholly Owned wholly-owned Restricted Subsidiary (other than an Immaterial Subsidiary, and a FSHCO or a Foreign Subsidiary) after the Closing Date, (ii) any Subsidiary that is a Restricted Subsidiary of a Loan Party ceasing to be an Immaterial Subsidiary, ceasing to be a FSHCO or ceasing to be a Foreign Subsidiary, or (iii) any Subsidiary that is an Unrestricted Subsidiary becoming a wholly-owned Restricted Subsidiary (other than an Immaterial Subsidiary, a FSHCO or a Foreign Subsidiary) pursuant to Section 6.11, such Loan Party shall, to the extent that it does not violate any Gaming Law or, if necessary, has received the approval of the applicable Gaming Authority, (A) cause each such Restricted Subsidiary (other than an Immaterial Subsidiary, a FSHCO or a Foreign Subsidiary) to promptly thereafter (and but in any event within thirty 180 days after the later of such event described in clause (30i), (ii) days or (iii) above or receipt of such approval (or such longer period of time as may be agreed to by the Administrative Agent may agree to in its reasonable discretiondiscretion or as required to obtain any necessary Gaming Approval)) (a) cause any , execute and deliver a Guaranty and all such Person that is a Domestic other documents and certificates as Administrative Agent may reasonably request in order to have such Restricted Subsidiary to (i) (A) become a Borrower, if such Person is a Domestic Subsidiary that owns assets of the type included in the Borrowing Base or Guarantor and (B) become a Guarantor, if such Person is a Domestic Subsidiary that does not own assets of the type included in the Domestic Borrowing Base, by executing and delivering to the Administrative Agent a Joinder Agreement or such other document as the Administrative Agent shall deem appropriate for such purpose, (ii) ▇▇▇▇▇ ▇ ▇▇▇▇ to the Collateral Agent on such Person’s assets to secure the Obligations, and (iii) deliver to the Administrative Agent documents of the types referred to in Sections 4.01(a)(iii), 4.01(a)(iv) and 4.01(a)(xiii) and at the all legal opinions reasonably request of the Administrative Agent, customary opinions of counsel to such Person as to such matters concerning such Person and the Loan Documents as requested by the Administrative Agent may reasonably requestrelating to the matters described above covering matters similar to those covered in the opinions delivered on the Closing Date with respect to such Guarantor; provided that, and (b) if notwithstanding anything in this Section 6.08 to the contrary, any Equity Interests or Immaterial Subsidiary that is a guarantor of any Material Indebtedness of such Person are owned by the Borrower or on behalf of any Loan Party, cause such Loan Party to pledge such Equity Interests and promissory notes evidencing such Indebtedness (if any) (except that, if such Subsidiary is a CFC, the Equity Interests of such Subsidiary to be pledged may be limited to 65% of the outstanding voting Equity Interests of such Subsidiary and 100% of the non-voting Equity Interests of such Subsidiary and such time period may be extended based on local law or practice), in each case in form, content and scope reasonably satisfactory to the Administrative Agent. For the avoidance of doubt, no assets of a CFC, and no Equity Interests of a Subsidiary of any CFC, Restricted Subsidiaries shall be required to be pledged under a Guarantor until such time as its guaranty of such Material Indebtedness is released (at which time it shall be released by the Administrative Agent from the Guaranty on the request of the Borrower without further action by the Creditor Parties). To the extent approvals of any Gaming Authorities for any actions required by this Section 6.12. In no event shall compliance with this Section 6.12 waive or be deemed a waiver or Consent are required by applicable Gaming Laws, the Borrower and/or applicable Loan Party shall, at their own expense, use commercially reasonable efforts to any transaction giving rise promptly (as reasonably determined by the Borrower in good faith) apply for and to the need to comply with this Section 6.12 if pursue such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower or permit the inclusion of any acquired assets in the computation of the Borrowing Baseapprovals.

Additional Loan Parties. Notify the Administrative Agent promptly after at the time that any Person becomes a Wholly Owned Subsidiary, unless such Person is an Immaterial Subsidiary or a Save-A-Lot Subsidiary (it being understood that if any Save-A-Lot Subsidiary remains a Subsidiary of the Lead Borrower upon the termination of the Spin Period, such Save-A-Lot Subsidiary shall be subject to the requirements of this Section 6.12 as though such Person had become a Subsidiary (other than a Save-A-Lot Subsidiary) upon the termination of the Spin Period), whether such Person shall be an Excluded Subsidiary (and if so, pursuant to which clause or clauses of the definition thereof), and promptly thereafter (and in any event within thirty (30) days (or such days, unless a longer period of time as may be agreed is acceptable to by the Administrative Agent Agent, in its reasonable sole discretion)) (a) , cause any such Person that (a) which is a Domestic Subsidiary not an Excluded Subsidiary, to (i) (A) become a Borrower, if such Person is a Domestic Subsidiary that owns assets of the type included in the Borrowing Base or (B) become a Guarantor, if such Person is a Domestic Subsidiary that does not own assets of the type included in the Domestic Borrowing Base, Loan Party by executing and delivering to the Administrative Agent a Joinder Agreement and if such Person is not a Borrower, a counterpart of the Facility Guaranty or such other document as the Administrative Agent shall deem appropriate for such purpose, (ii) ▇▇▇▇▇ ▇ ▇▇▇▇ to the Collateral Administrative Agent on such Person’s assets of the types constituting Collateral to secure the Obligations, and (iii) deliver to the Administrative Agent documents of the types referred to in Sections 4.01(a)(iii), 4.01(a)(ivclauses (iii) and 4.01(a)(xiii(iv) of Section 4.01(b) and at the reasonably request of the upon Administrative Agent’s reasonable request, customary favorable opinions of counsel to such Person as (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to such matters concerning such Person and the Loan Documents as the Administrative Agent may reasonably requestin this clause (a)), and (b) if any Equity Interests or Indebtedness of such Person are is owned by or on behalf of any Loan Party, cause such Loan Party to pledge such Equity Interests Indebtedness and promissory notes evidencing such Indebtedness (if any) (except that, if to the extent any such Subsidiary Indebtedness is a CFC, the Equity Interests in an amount in excess of such Subsidiary to be pledged may be limited to 65% of the outstanding voting Equity Interests of such Subsidiary and 100% of the non-voting Equity Interests of such Subsidiary and such time period may be extended based on local law or practice)$10,000,000, in each case in form, content and scope reasonably satisfactory to the Administrative Agent. For the avoidance of doubt, no assets of a CFC, and no Equity Interests of a Subsidiary of any CFC, shall be required to be pledged under this Section 6.12. In no event shall compliance with this Section 6.12 waive or be deemed a waiver or Consent consent to any transaction giving rise to the need to comply with this Section 6.12 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower or permit the inclusion of any acquired assets in the computation of the Borrowing Base.

Additional Loan Parties. Notify the Administrative Agent promptly after at the time that any Person becomes a Wholly Owned Subsidiary, and promptly thereafter (and in any event within thirty fifteen (3015) days (or such longer period of time as may be agreed to by the Administrative Agent in its reasonable discretion)) days): (a) cause any such Person Subsidiary, if it is a Material Subsidiary that is not a Domestic CFC (other than a Canadian Subsidiary to guaranteeing Canadian Liabilities), (i) (A) become to become, at the Agent’s option, a Borrower, if such Person is a Domestic Subsidiary that owns assets of the type included in the Borrowing Base Borrower or (B) become a Guarantor, if such Person is a Domestic Subsidiary that does not own assets of the type included in the Domestic Borrowing Base, Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement to the Loan Documents, or such other document documents as the Administrative Agent shall deem appropriate for such purpose, (ii) to ▇▇▇▇▇ ▇ ▇▇▇▇ to the Collateral Agent on such PersonSubsidiary’s assets of the same type that constitute Collateral to secure the Obligations, and (iii) deliver to the Administrative Agent documents of the types referred to in Sections 4.01(a)(iii), 4.01(a)(iv) and 4.01(a)(xiii(iv) and at the reasonably request of the Administrative Agent, customary favorable opinions of counsel to such Person as Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to such matters concerning such Person and the Loan Documents as the Administrative Agent may reasonably requestin clause (i)), and (b) if any Equity Interests or Indebtedness of such Person Subsidiary are owned by or on behalf of owing to any Loan Party, cause to the extent that such Loan Party Equity Interests or Indebtedness are not already Collateral, to pledge such Equity Interests and promissory notes evidencing such Indebtedness (if any) (except that, if such Subsidiary is a CFC, the Equity Interests of such Subsidiary to be pledged may by any Domestic Loan Party shall be limited to 65% of the outstanding voting Equity Interests of such Subsidiary and 100% of the non-voting Equity Interests of such Subsidiary and such time period may be extended based on local law or practice)Subsidiary, in each case in form, content and scope reasonably satisfactory to the Administrative Agent. For the avoidance of doubt, no assets of a CFC, and no Equity Interests of a Subsidiary of any CFC, shall be required to be pledged under this Section 6.12. In no event shall compliance with this Section 6.12 6.11 waive or be deemed a waiver or Consent to any transaction giving rise to the need to comply with this Section 6.12 6.11 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower or permit the inclusion of any acquired assets in the computation of the Canadian Borrowing Base, the Term Loan Borrowing Base or the Domestic Borrowing Base.

Additional Loan Parties. Notify Promptly notify the Administrative Agent promptly after at the time that any Person becomes a Wholly Owned Subsidiary or any Person that is an Unrestricted Subsidiary becomes a Restricted Subsidiary, and cause any such Person that is a wholly-owned Domestic Subsidiary of the Domestic Borrower or that is a wholly-owned UK Subsidiary of the UK Borrower in each case that is a Restricted Subsidiary to (a) promptly thereafter (and in any event within thirty fifteen (3015) days (of such Person becoming a Subsidiary or a Restricted Subsidiary, as the case may be, or such longer period of time later date as the Agent may be agreed to by the Administrative Agent in its reasonable discretionagree)) (a) cause any such Person that is a Domestic Subsidiary to , (i) (A) become a BorrowerLoan Party (including, if such Person is a Domestic Subsidiary that owns assets of acceptable to the type included in the Borrowing Base or (BAgent, an additional borrower) become a Guarantor, if such Person is a Domestic Subsidiary that does not own assets of the type included in the Domestic Borrowing Base, by executing and delivering to the Administrative Agent a Joinder Agreement or such other document documents as the Administrative Agent shall reasonably deem appropriate for such purpose, (ii) ▇▇▇▇▇ ▇ ▇▇▇▇ to the Collateral Agent on such Person’s assets of the same type that constitute Collateral (of Domestic Loan Parties of UK Loan Parties, as applicable) to secure the Obligationsapplicable portion of the Obligations (excluding any Material Real Estate) and take such actions as may be required under the Security Documents to perfect such Lien, and (iii) deliver to the Administrative Agent documents of the types referred to in Sections 4.01(a)(iii), 4.01(a)(ivclauses (iii) and 4.01(a)(xiii(iv) of Section 4.01(a); (b) in the case of Domestic Subsidiaries, promptly thereafter (and at in any event within ninety (90) days of such Person becoming a Subsidiary or a Restricted Subsidiary, as the case may be, or such later date as the Agent may agree) ▇▇▇▇▇ ▇ ▇▇▇▇ on the Agent on such Person’s Material Real Estate to secure the Obligations and take such actions as may be required under the Security Documents to perfect such Lien; and (c) if reasonably request of requested by the Administrative Agent, deliver customary opinions of counsel to such Person as to such matters concerning such Person and in connection with the Loan Documents as the Administrative Agent may reasonably request, foregoing clauses (a) and (b) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any Loan Party, cause such Loan Party to pledge such Equity Interests and promissory notes evidencing such Indebtedness (if any) (except that, if such Subsidiary is a CFC, the Equity Interests of such Subsidiary to be pledged may be limited to 65% of the outstanding voting Equity Interests of such Subsidiary and 100% of the non-voting Equity Interests of such Subsidiary and such time period may be extended based on local law or practice), in each case in form, content and scope reasonably satisfactory to the Administrative Agent. For ; provided that, for the avoidance of doubt, in no assets of event shall any Subsidiary that is not a CFC, and no Equity Interests of a Domestic Subsidiary of any CFC, shall be required to be pledged under this Section 6.12guarantee or provide Collateral to secure any Obligations other than the UK Liabilities. In no event shall compliance with this Section 6.12 6.11 waive or be deemed a waiver or Consent consent to any transaction giving rise to the need to comply with this Section 6.12 6.11 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower or permit the inclusion of any acquired assets in the computation of the Combined Borrowing BaseBase until such time as the Agent has conducted its diligence with respect thereto.

Additional Loan Parties. Notify Upon Designation of a direct or indirect wholly owned Subsidiary of Holdings, or if, after the Administrative Agent promptly after Closing Date, the Borrowers or any Person becomes other Loan Party creates or acquires, either directly or indirectly, any new Material Subsidiary in accordance with the terms of this Agreement, the Borrowers or such other Loan Party, as the case may be, shall, upon such Designation, creation or Acquisition thereof, at the sole option and discretion of the Lender, cause such new Subsidiary to: (i) become a Wholly Owned guarantor or a joint borrower hereunder; (ii) execute and deliver to the Lender (1) a joinder agreement in form and substance satisfactory to the Lender in its capacity as a guarantor or joint borrower, as applicable, (2) any further documents, instruments or agreements as the Lender may reasonably require in order to grant the Lender a perfected first priority Lien (subject only to Permitted Liens) in substantially all of the assets of such new Subsidiary, (3) revised schedules to the Loan Documents reflecting the Borrowers’ ownership interest in such new Subsidiary, and promptly thereafter (and in any event within thirty (304) days (or such longer period of time as may be agreed to by the Administrative Agent in its reasonable discretion)) (a) cause any such Person that is a Domestic Subsidiary to (i) (A) become a Borrowercertificates, if such Person is a Domestic Subsidiary that owns assets of the type included in the Borrowing Base or (B) become a Guarantorany, if such Person is a Domestic Subsidiary that does not own assets of the type included in the Domestic Borrowing Base, by executing and delivering to the Administrative Agent a Joinder Agreement or such other document as the Administrative Agent shall deem appropriate for such purpose, (ii) ▇▇▇▇▇ ▇ ▇▇▇▇ to the Collateral Agent on such Person’s assets to secure the Obligations, and (iii) deliver to the Administrative Agent documents of the types referred to in Sections 4.01(a)(iii), 4.01(a)(iv) and 4.01(a)(xiii) and at the reasonably request of the Administrative Agent, customary opinions of counsel to such Person as to such matters concerning such Person and the Loan Documents as the Administrative Agent may reasonably request, and (b) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any Loan Party, cause such Loan Party to pledge such Equity Interests and promissory notes evidencing such Indebtedness (if any) (except that, if such Subsidiary is a CFC, representing the Equity Interests of such Subsidiary required to be pledged may be limited to 65% the Lender, at its discretion, together with undated stock powers and an irrevocable proxy (or equivalent instruments, as applicable), or if such interest is uncertificated, evidence of the outstanding voting Equity Interests registration of the L▇▇▇▇▇’s Lien on and security interest in such interest on the books and records of such Subsidiary entity; and (iii) execute and 100% deliver all such other instruments, documents and agreements and take such other actions, as the Lender may reasonably request or require to fully evidence and consummate the transactions contemplated in this subparagraph and to ensure the enforceability, perfection and first-priority (subject only to Permitted Liens) of the non-voting Equity Interests interests and undertakings hereunder and thereunder, including, without limitation, (A) the execution and delivery of guaranties, security agreements, pledge agreements, mortgages, deeds of trust, financing statements and other documents, and the filing or recording of any of the foregoing, (B) the delivery of certificated securities and other Collateral with respect to which perfection is obtained by possession and (C) legal opinions in form and substance and from such Subsidiary and such time period may be extended based on local law or practice), in each case in form, content and scope counsel reasonably satisfactory to the Administrative Agent. For the avoidance of doubt, no assets of a CFC, and no Equity Interests of a Subsidiary of any CFC, shall be required to be pledged under this Section 6.12. In no event shall compliance with this Section 6.12 waive or be deemed a waiver or Consent to any transaction giving rise to the need to comply with this Section 6.12 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower or permit the inclusion of any acquired assets in the computation of the Borrowing BaseLender.

Additional Loan Parties. Notify the Administrative Agent promptly after any Person becomes a Wholly Owned Subsidiary, and promptly thereafter (and in any event within thirty (30) days (or such longer period of time as may be agreed to by the Administrative Agent in its reasonable discretion)) (a) Within 5 Business Days after a Material Operating Group Entity is formed or acquired or such person becomes a Material Operating Group Entity, as applicable, notify the Agent of such occurrence, and, within 30 days following such notification, cause any such Person that is a Domestic Subsidiary Material Operating Group Entity to (i) (A) become a Borrower, if such Person is a Domestic Subsidiary that owns assets of the type included in the Borrowing Base or (B) become a Guarantor, if such Person is a Domestic Subsidiary that does not own assets of the type included in the Domestic Borrowing Base, Loan Party by executing and delivering to the Administrative Agent a Loan Party Joinder Agreement or (together with Annex 1 to the Intercompany Subordination Agreement) executed by such other document as the Administrative Agent shall deem appropriate for such purposenew Loan Party, (ii) ▇▇▇▇▇ ▇ ▇▇▇▇ deliver to the Collateral Agent a certificate of such Material Operating Group Entity, substantially in the form of the certificates delivered pursuant to Section 3.1(d) through (f) on such Person’s assets to secure the ObligationsClosing Date, with appropriate insertions and attachments, and (iii) if reasonably requested by the Agent, deliver to the Administrative Agent documents of legal opinions relating to the types referred to matters described above, which opinions shall be in Sections 4.01(a)(iii), 4.01(a)(iv) form and 4.01(a)(xiii) and at the reasonably request of the Administrative Agent, customary opinions of counsel to such Person as to such matters concerning such Person and the Loan Documents as the Administrative Agent may reasonably requestsubstance, and (b) if any Equity Interests from Proskauer Rose LLP or Indebtedness of such Person are owned by or on behalf of any Loan Partyother counsel, cause such Loan Party to pledge such Equity Interests and promissory notes evidencing such Indebtedness (if any) (except that, if such Subsidiary is a CFC, the Equity Interests of such Subsidiary to be pledged may be limited to 65% of the outstanding voting Equity Interests of such Subsidiary and 100% of the non-voting Equity Interests of such Subsidiary and such time period may be extended based on local law or practice), in each case in form, content and scope reasonably satisfactory to the Administrative Agent. For ; provided, that in the avoidance of doubt, no assets of a CFC, and no Equity Interests of a Subsidiary case of any CFCMaterial Operating Group Entity that is an Immaterial Subsidiary, such Immaterial Subsidiary shall not be required to be pledged under this Section 6.12. In no event shall compliance with this Section 6.12 waive or be deemed a waiver or Consent to any transaction giving rise to the need to comply with this Section 6.12 if 5.7(a) so long as the aggregate Management Fees paid or payable directly to the Loan Parties during the four fiscal quarter period preceding such transaction date equals or exceeds 95% of the aggregate Management Fees paid or payable to the Borrower and its Subsidiaries during such period. For purposes of the foregoing proviso, Management Fees payable to any Subsidiary that are earned from a closed-end Fifth Street Fund (or from any other Fee Generating Entity that is subject to a remaining lock-up period of at least two years) that was not otherwise expressly permitted by acquired or formed during such period shall be included in such calculation on a pro-forma basis for such period. Any document, agreement, or instrument executed or issued pursuant to this Agreement Section 5.7 shall be a Loan Document. (b) If a Material Operating Group Entity that was previously an Immaterial Subsidiary ceases to be an Immaterial Subsidiary (or constitute or is required to become a Loan Party pursuant to Section 5.7(a)), the Borrower shall be deemed required to constitute, comply with Section 5.7(a) with respect to any Subsidiarysuch Subsidiary on or before the date that is 30 days (or, an approval of such Person as a Borrower or permit in the inclusion case of any acquired assets in Immaterial Subsidiary that has ceased to be an Immaterial Subsidiary because it no longer delegates its right to receive Management Fees to the computation manager of a Fifth Street Fund, 20 days) after the end of the Borrowing Baseapplicable fiscal quarter (as contemplated by the definition of Immaterial Subsidiary) when such Subsidiary ceased to be an Immaterial Subsidiary. (c) Notwithstanding the foregoing, if such new Material Operating Group Entity is a Foreign Subsidiary (which, for purposes of this Section 5.7(c) shall include any Subsidiary (a) all or substantially all of the assets of which are equity interests (or equity and debt interests) in a Foreign Subsidiary or (b) that is a disregarded entity or partnership for United States federal income tax purposes and holds the equity interests of one or more Foreign Subsidiaries), then the Loan Parties shall not be required to comply with Section 5.7(a) if (i) compliance would result in any material adverse tax consequence to the Loan Parties or Holdings, or (ii) would cause any Loan Party to have material inclusions in income under Section 956 of the Code.

Additional Loan Parties. Notify Promptly notify the Administrative Agent promptly after at the time that any Person becomes a Wholly Owned Subsidiary or any Person that is an Unrestricted Subsidiary becomes a Restricted Subsidiary, and cause any such Person that is a wholly-owned Domestic Subsidiary of the Lead Borrower that is a Restricted Subsidiary (other than a Domestic Subsidiary that is a Subsidiary of a Foreign Subsidiary or a Domestic Subsidiary that owns (directly or indirectly) no material assets other than debt or Equity Interests in one or more Foreign Subsidiaries) to (a) promptly thereafter (and in any event within thirty fifteen (3015) days (Business Days of such Person becoming a Subsidiary or a Restricted Subsidiary, as the case may be, or such longer period of time later date as the Agent may be agreed to by the Administrative Agent in its reasonable discretionagree)) (a) cause any such Person that is a Domestic Subsidiary to , (i) (A) become a BorrowerLoan Party (including, if such Person is a Domestic Subsidiary that owns assets of acceptable to the type included in the Borrowing Base or (BAgent, an additional borrower) become a Guarantor, if such Person is a Domestic Subsidiary that does not own assets of the type included in the Domestic Borrowing Base, by executing and delivering to the Administrative Agent a Joinder Agreement or such other document documents as the Administrative Agent shall reasonably deem appropriate for such purpose, (ii) ▇g▇▇▇▇ ▇ ▇▇▇▇ to the Collateral Agent on such Person’s assets of the same type that constitute Collateral to secure the ObligationsObligations and take such actions as may be required under the Security Documents to perfect such Lien, and (iii) deliver to the Administrative Agent documents of the types referred to in Sections 4.01(a)(iii), 4.01(a)(ivclauses (iii) and 4.01(a)(xiii(iv) of Section 4.01(a); and at (b) if reasonably requested by the reasonably request of the Administrative Agent, deliver customary opinions of counsel to such Person as to such matters concerning such Person and in connection with the Loan Documents as the Administrative Agent may reasonably request, and foregoing clause (ba) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any Loan Party, cause such Loan Party to pledge such Equity Interests and promissory notes evidencing such Indebtedness (if any) (except that, if such Subsidiary is a CFC, the Equity Interests of such Subsidiary to be pledged may be limited to 65% of the outstanding voting Equity Interests of such Subsidiary and 100% of the non-voting Equity Interests of such Subsidiary and such time period may be extended based on local law or practice), in each case in form, content and scope reasonably satisfactory to the Administrative Agent. For ; provided that, for the avoidance of doubt, in no assets of event shall any Subsidiary that is not a CFC, and no Equity Interests of a Domestic Subsidiary of any CFC, shall be required to be pledged under this Section 6.12guarantee or provide Collateral to secure any Obligations. In no event shall compliance with this Section 6.12 6.11 waive or be deemed a waiver or Consent consent to any transaction giving rise to the need to comply with this Section 6.12 6.11 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower or permit the inclusion of any acquired assets in the computation of the Borrowing BaseBase until such time as the Agent has conducted its diligence with respect thereto.

Additional Loan Parties. Notify the Administrative Agent promptly after at the time that any Person becomes a Wholly Owned Subsidiary, and promptly thereafter (and in any event within thirty twenty (3020) days (or such longer period of time as days, which deadline may be agreed to extended by the Administrative Agent in its reasonable discretion)) (a) , cause any such Person that (a) which is not a Domestic Subsidiary CFC, to (i) (A) become a Borrower, if such Person is a Domestic Subsidiary that owns assets of the type included in the Borrowing Base or (B) become a Guarantor, if such Person is a Domestic Subsidiary that does not own assets of the type included in the Domestic Borrowing Base, Loan Party by executing and delivering to the Administrative Agent a Joinder joinder to this Agreement or the Facility Guaranty or such other document documents as the Administrative Agent shall deem reasonably appropriate for such purpose, (ii) ▇▇▇▇▇ ▇ ▇▇▇▇ to the Collateral Agent on such Person’s assets of the same type that constitute Collateral to secure the Obligations, and (iii) deliver to the Administrative Agent documents of the types referred to in Sections 4.01(a)(iii), 4.01(a)(ivclauses (iii) and 4.01(a)(xiii(iv) and at of Section 4.01(a) and, upon the reasonably request of the Administrative Agent, customary opinions of counsel to such Person as (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to such matters concerning such Person and the Loan Documents as the Administrative Agent may reasonably requestin clause (a)), and (b) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any Loan Party, cause such Loan Party to pledge such Equity Interests and promissory notes evidencing such Indebtedness (if any) (except that, if such Subsidiary is a CFC, the Equity Interests of such Subsidiary to be pledged may will be limited to 65% of the outstanding voting Equity Interests of such Subsidiary and 100% of the non-voting Equity Interests of such Subsidiary and such time period may be extended based on local law or practice), in each case in form, content and scope reasonably satisfactory to the Administrative Agent. For the avoidance of doubt, no assets of a CFC, and no Equity Interests of a Subsidiary of any CFC, shall be required to be pledged under this Section 6.12. In no event shall compliance with this Section 6.12 waive or be deemed a waiver or Consent consent to any transaction giving rise to the need to comply with this Section 6.12 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower or permit the inclusion of any acquired assets in the computation of the Borrowing Base.