Common use of Additional Loan Parties Clause in Contracts

Additional Loan Parties. Upon (i) any Loan Party creating or acquiring any Subsidiary that is a wholly owned Restricted Subsidiary (other than an Excluded Subsidiary) after the Closing Date (including, without limitation, upon the formation of any Subsidiary that is a Delaware Divided LLC), (ii) any Subsidiary that is a Restricted Subsidiary of a Loan Party ceasing to be 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 6.10, 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 (but in any event within 180 days after the later of such event described in clause (i), (ii) or (iii) above or receipt of such approval (or such longer period of time as Administrative Agent may agree to in its reasonable discretion or as required to obtain any necessary Gaming Approval)), execute and deliver a Guaranty and all such other documents and certificates as Administrative Agent may reasonably request in order to have such Restricted Subsidiary become a Guarantor, (B) deliver to the Administrative Agent an opinion of Milbank LLP, counsel to the Loan Parties, and of local counsel to the Loan Parties in each jurisdiction in which the Loan Parties are formed, addressed to the Administrative Agent and each Lender relating to the matters described above covering matters similar to those covered in the opinions delivered on the Closing Date; provided that, notwithstanding anything in this Section 6.08 to the contrary, any Excluded Subsidiary that is a guarantor of any Material Indebtedness of the Borrowers or the Restricted Subsidiaries shall only be required to be 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 are required by applicable Gaming Laws, the Company and/or applicable Loan Party shall, at their own expense, use commercially reasonable efforts to promptly apply for and thereafter pursue such approvals.

Additional Loan Parties. Upon (a) If any Domestic Loan Party shall form or acquire a Subsidiary the Parent will notify the Administrative Agent thereof and (i) any if such Subsidiary is a Material Subsidiary but not a Foreign Subsidiary, the Parent will cause such Subsidiary to become a Loan Party creating hereunder and under each applicable Security Document within sixty (60) days after such Subsidiary is formed or acquiring any acquired and promptly take such actions to create and perfect Liens on the assets of such Subsidiary that is a wholly owned Restricted Subsidiary (other than an Excluded Subsidiary) after of the Closing Date (includingsame type comprising Collateral to secure the Obligations, without limitation, upon the formation of any Subsidiary that is a Delaware Divided LLC), and (ii) any if such Subsidiary that is not a Restricted Subsidiary of a Loan Party ceasing to be an Excluded Material Subsidiary, or (iii) any Subsidiary that is an Unrestricted Subsidiary becoming a wholly owned Restricted Subsidiary (other than an Excluded Subsidiary) pursuant to Section 6.10, 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 (but in any event within 180 days after the later of such event described in clause (i), (ii) or (iii) above or receipt of such approval (or such longer period of time as Administrative Agent may agree to in its reasonable discretion or as required to obtain any necessary Gaming Approval)), execute and deliver a Guaranty and all such other documents and certificates as Administrative Agent may reasonably request in order to have such Restricted Subsidiary become a Guarantor, (B) deliver to the Administrative Agent an opinion of Milbank LLP, counsel to the Loan Parties, and of local counsel to the Loan Parties in each jurisdiction in which the Loan Parties are formed, addressed to the Administrative Agent and each Lender relating to the matters described above covering matters similar to those covered in the opinions delivered on the Closing Date; provided that, notwithstanding anything in this Section 6.08 to the contrary, any Excluded Subsidiary that is a guarantor of any Material Indebtedness of the Borrowers or the Restricted Subsidiaries shall only be required to be 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 Administrative Agent the Creditor Parties). To 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 extent approvals assets of such Subsidiary of the same type comprising Collateral to secure the Obligations. (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 Material Subsidiary organized under the laws of Canada or any Gaming Authorities for any actions required by this Section are required by applicable Gaming Lawsprovince or territory thereof, the Company and/or applicable 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 a Subsidiary, the Administrative Agent shall, at their own expensethe expense of the Borrowers, use commercially reasonable efforts release its Lien upon the assets and/or Equity Interests subject to promptly apply for and thereafter pursue such approvalsDisposition and/or release the Guaranty of such Person subject to such Disposition of Equity Interests, all pursuant to such release documents as the Borrowers shall reasonably request.

Additional Loan Parties. Upon (ia) Notify the Administrative Agent promptly after any Loan Party creating or acquiring any Person becomes a Domestic Subsidiary that is a wholly owned Restricted 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 as the Agents may agree), (a) cause any such Domestic Subsidiary that is a Wholly Owned Subsidiary (other than an Excluded any Immaterial Subsidiary) after to (i) become a Domestic Borrower or Guarantor by executing and delivering to the Closing Date Administrative Agent a Joinder Agreement, and, in the case of a Guarantor, a Facility Guaranty (including, without limitation, upon the formation of any Subsidiary that is or a Delaware Divided LLCcounterpart or supplement thereto), (ii) any Subsidiary that is a Restricted Subsidiary of a Loan Party ceasing ▇▇▇▇▇ ▇ ▇▇▇▇ to be 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 6.10, the Administrative Agent on such Loan Party shall, Person’s assets to the extent that it does not violate any Gaming Law or, if necessary, is approved required by the Gaming AuthoritySecurity Documents, (A) cause each such Subsidiary that is a Restricted Subsidiary (other than an Excluded Subsidiary) to promptly (but in any event within 180 days after the later of such event described in clause (i), (ii) or and (iii) above or receipt of such approval (or such longer period of time as Administrative Agent may agree to in its reasonable discretion or as required to obtain any necessary Gaming Approval)), execute and deliver a Guaranty and all such other documents and certificates as Administrative Agent may reasonably request in order to have such Restricted Subsidiary become a Guarantor, (B) deliver to the Administrative Agent an opinion documents of Milbank LLPthe types referred to in clauses (iii), (iv), (xiv) and (xv) of Section ARTICLE IV(a) and, if requested by the Administrative Agent, customary opinions of counsel to such Person (which shall cover, among other things, the Loan Partieslegality, validity, binding effect and enforceability of the documentation referred to in clause (a)), and (b) if any Equity Interests or Indebtedness of local counsel such Person are owned by any Domestic Loan Party, such Domestic 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 the Loan Parties in each jurisdiction in which the Loan Parties are formedbe pledged), addressed to the Administrative Agent and each Lender relating to the matters described above covering matters similar to those covered in the opinions delivered on manner and format required by the Closing DatePledge Agreement; provided that, notwithstanding anything in this Section 6.08 no Equity Interests of any Foreign Subsidiary which is not a Canadian Loan Party shall be required to be pledged. (b) Notify the contrary, Canadian Agent promptly after any Excluded Person becomes a Canadian Subsidiary that is a guarantor Wholly Owned Subsidiary of any Material 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 agree), (a) cause any such Canadian Subsidiary that is a Wholly Owned Subsidiary (other than any Immaterial Subsidiary) to (i) become a Guarantor of the 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 Borrowers or the Restricted Subsidiaries shall only Equity Interests of such Subsidiary will not be required to be pledged), in the manner and format required by the Pledge Agreement; provided that, no Equity Interests of any Foreign Subsidiary which is not a Guarantor until Canadian Loan Party, and no Equity Interests of any unlimited company incorporated or amalgamated and existing under the laws of the Province of Nova Scotia, shall be required to be pledged. (c) In no event shall compliance with this Section 6.06 waive or be deemed a waiver or Consent to any transaction giving rise to the need to comply with this Section 6.06 if such time as its guaranty 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 Material Indebtedness is released (at which time it shall be released by Person as a Borrowing Base Party or permit the Administrative Agent from inclusion of any acquired assets in the Guaranty on the request computation of the Company without further action by Domestic Borrowing Base or the Creditor Parties). To the extent approvals of any Gaming Authorities for any actions required by this Section are required by applicable Gaming LawsCanadian Borrowing Base, the Company and/or applicable Loan Party shall, at their own expense, use commercially reasonable efforts to promptly apply for and thereafter pursue such approvalsas applicable.

Additional Loan Parties. Upon Notify the Agent at the time that any Person becomes a domestic Subsidiary, and promptly thereafter (and in any event within fifteen (15) Business Days or such longer period as may be agreed to by the GSO Entities in its reasonable discretion), cause any such Person (a) which does not qualify as a Non-Guarantor Subsidiary to (i) any become a Loan Party creating by executing and delivering to the Agent a Joinder to this Agreement or acquiring a Joinder to the Facility Guaranty or such other documents as the GSO Entities shall deem appropriate for such purpose, (ii) g▇▇▇▇ ▇ ▇▇▇▇ to the 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 Agent documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a) and 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 Subsidiary that is a wholly owned Restricted Subsidiary Equity Interests or Indebtedness of such Person (other than an Excluded Subsidiary) after the Closing Date (including, without limitation, upon the formation are owned by or on behalf of any Loan Party, to pledge such Equity Interests and promissory notes evidencing such Indebtedness (except that, if such Subsidiary that is a Delaware Divided LLC)CFC, (ii) any the Equity Interests of such Subsidiary that is a Restricted Subsidiary of a Loan Party ceasing to be an Excluded pledged 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, or (iii) any Subsidiary that is an Unrestricted Subsidiary becoming a wholly owned Restricted Subsidiary (other than an Excluded Subsidiary) pursuant to Section 6.10in each case in form, such Loan Party shall, content and scope reasonably satisfactory to the extent GSO Entities (it being understood that it does not violate any Gaming Law or, if necessary, is approved by in no event shall the Gaming Authority, (A) cause each such Subsidiary that is a Restricted Subsidiary (other than an Excluded Subsidiary) to promptly (but in any event within 180 days after the later of such event described in clause (i), (ii) or (iii) above or receipt of such approval (or such longer period of time as Administrative Agent may agree to in its reasonable discretion or as Borrower be required to obtain take any necessary Gaming Approval)), execute and deliver a Guaranty and all such other documents and certificates as Administrative Agent may reasonably request action outside of the United States in order to have such Restricted create or perfect any security interest in any Equity Interests of a foreign Subsidiary become and no foreign Law security or pledge agreements, deeds, filings or searches will be required). In no event shall compliance with this Section 6.11 waive or be deemed a Guarantor, (B) deliver waiver or Consent to any transaction giving rise to the Administrative Agent an opinion of Milbank LLP, counsel need to the Loan Parties, and of local counsel to the Loan Parties in each jurisdiction in which the Loan Parties are formed, addressed to the Administrative Agent and each Lender relating to the matters described above covering matters similar to those covered in the opinions delivered on the Closing Date; provided that, notwithstanding anything in comply with this Section 6.08 6.11 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to the contraryconstitute, with respect to any Excluded Subsidiary that is a guarantor of any Material Indebtedness of the Borrowers or the Restricted Subsidiaries shall only be required to be a Guarantor until such time as its guaranty Subsidiary, an approval 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 are required by applicable Gaming Laws, the Company and/or applicable Loan Party shall, at their own expense, use commercially reasonable efforts to promptly apply for and thereafter pursue such approvalsPerson as a Borrower.

Additional Loan Parties. Upon (a) If any Domestic Loan Party shall form or acquire a Subsidiary the Parent will notify the Administrative Agent thereof and (i) any if such Subsidiary is a Material Subsidiary but not a Foreign Subsidiary, the Parent will cause such Subsidiary to become a Loan Party creating hereunder and under each applicable Security Document within sixty (60) days after such Subsidiary is formed or acquiring any acquired and promptly take such actions to create and perfect Liens on the assets of such Subsidiary that is a wholly owned Restricted Subsidiary (other than an Excluded Subsidiary) after of the Closing Date (includingsame type comprising Collateral to secure the Obligations, without limitation, upon the formation of any Subsidiary that is a Delaware Divided LLC), and (ii) any if such Subsidiary that is not a Restricted Subsidiary of a Loan Party ceasing to be an Excluded Material Subsidiary, or (iii) any Subsidiary that is an Unrestricted Subsidiary becoming a wholly owned Restricted Subsidiary (other than an Excluded Subsidiary) pursuant to Section 6.10, 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 (but in any event within 180 days after the later of such event described in clause (i), (ii) or (iii) above or receipt of such approval (or such longer period of time as Administrative Agent may agree to in its reasonable discretion or as required to obtain any necessary Gaming Approval)), execute and deliver a Guaranty and all such other documents and certificates as Administrative Agent may reasonably request in order to have such Restricted Subsidiary become a Guarantor, (B) deliver to the Administrative Agent an opinion of Milbank LLP, counsel to the Loan Parties, and of local counsel to the Loan Parties in each jurisdiction in which the Loan Parties are formed, addressed to the Administrative Agent and each Lender relating to the matters described above covering matters similar to those covered in the opinions delivered on the Closing Date; provided that, notwithstanding anything in this Section 6.08 to the contrary, any Excluded Subsidiary that is a guarantor of any Material Indebtedness of the Borrowers or the Restricted Subsidiaries shall only be required to be 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 Administrative Agent the Creditor Parties). To 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 extent approvals assets of such Subsidiary of the same type comprising Collateral to secure the Obligations. (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 Material Subsidiary organized under the laws of Canada or any Gaming Authorities for any actions required by this Section are required by applicable Gaming Lawsprovince or territory thereof, the Company and/or applicable 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 a Subsidiary, the Administrative Agent shall, at their own expensethe expense of the Borrowers, use commercially reasonable efforts release its Lien upon the assets and/or Equity Interests subject to promptly apply for and thereafter pursue such approvalsDisposition and/or release the Guaranty of such Person subject to such Disposition of Equity Interests, all pursuant to such release documents as the Borrowers shall reasonably request.

Additional Loan Parties. Upon (i) any Loan Party creating or acquiring any In accordance with the terms of this Section 6.12, cause each Wholly Owned Unrestricted Subsidiary that is a wholly owned Restricted Subsidiary of the Parent (other than an Excluded Subsidiarythe Borrower) after the Closing Date (including, without limitation, upon the formation of any Subsidiary that is a Delaware Divided LLC), (ii) any Subsidiary that is a Restricted Subsidiary of a Loan Party ceasing to be an Excluded Subsidiarya Guarantor hereunder, or (iii) any Subsidiary that is an other than each Wholly Owned Unrestricted Subsidiary becoming a wholly owned Restricted Subsidiary (that, when taken together with all other than an Excluded Subsidiary) pursuant to Section 6.10, such Loan Party shall, to Wholly Owned Unrestricted Subsidiaries of the extent Parent that it does are not violate any Gaming Law or, if necessaryGuarantors, is approved by the Gaming Authority, (A) cause each such Subsidiary that is not a Restricted Subsidiary (other than an Excluded Significant Subsidiary) to promptly (but . Promptly and in any event within 180 days 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 (and in no event later than 10 Business Days after the later of such event described in clause date the Loan Parties deliver a schedule as required by Section 6.02(b) demonstrating that one or more Wholly Owned Unrestricted Subsidiaries which are not Guarantors constitute a Significant Subsidiary), the Loan Parties shall (i)) cause one or more Wholly Owned Unrestricted Subsidiaries that are not already a Loan Party to execute a joinder agreement to the Guaranty in form and 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 Significant Subsidiary, (ii) or (iii) above or receipt of such approval (or such longer period of time as Administrative Agent may agree to in its reasonable discretion or as required to obtain any necessary Gaming Approval)), execute and deliver a Guaranty and all such other documents and certificates as Administrative Agent may reasonably request in order to have such Restricted Subsidiary become a Guarantor, (B) deliver to the Administrative Agent an opinion the items referenced in clauses (iv), (v) and (vi) of Milbank LLP, counsel subsection (a) of Article IV with respect to the Loan Parties, each such Person and of local counsel to the Loan Parties in each jurisdiction in which the Loan Parties are formed, addressed to (iii) provide the Administrative Agent and with the U.S. taxpayer identification for each Lender relating to such Person (or the matters described above covering matters similar to those covered equivalent thereof, in the opinions delivered on event any such Person is not organized under the Closing Date; provided that, notwithstanding anything in this Section 6.08 to laws of the contraryUnited States, any Excluded Subsidiary that is a guarantor of any Material Indebtedness of the Borrowers State thereof or the Restricted Subsidiaries shall only be required to be a Guarantor until such time as its guaranty District 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 PartiesColumbia). To the extent approvals of any Gaming Authorities for any actions required by this Section are required by applicable Gaming Laws, the Company and/or applicable Loan Party shall, at their own expense, use commercially reasonable efforts to promptly apply for and thereafter pursue such approvals.

Additional Loan Parties. Upon (ia) Notify the Administrative Agent promptly after any Loan Party creating or acquiring any Person becomes a Domestic Subsidiary that is a wholly owned Restricted 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 as the Agents may agree), (a) cause any such Domestic Subsidiary that is a Wholly Owned Subsidiary (other than an Excluded any Immaterial Subsidiary) after to (i) become a Domestic Borrower or Guarantor by executing and delivering to the Closing Date Administrative Agent a Joinder Agreement, and, in the case of a Guarantor, a Facility Guaranty (including, without limitation, upon the formation of any Subsidiary that is or a Delaware Divided LLCcounterpart or supplement thereto), (ii) any Subsidiary that is a Restricted Subsidiary of a Loan Party ceasing ▇▇▇▇▇ ▇ ▇▇▇▇ to be 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 6.10, the Administrative Agent on such Loan Party shall, Person’s assets to the extent that it does not violate any Gaming Law or, if necessary, is approved required by the Gaming AuthoritySecurity Documents, (A) cause each such Subsidiary that is a Restricted Subsidiary (other than an Excluded Subsidiary) to promptly (but in any event within 180 days after the later of such event described in clause (i), (ii) or and (iii) above or receipt of such approval (or such longer period of time as Administrative Agent may agree to in its reasonable discretion or as required to obtain any necessary Gaming Approval)), execute and deliver a Guaranty and all such other documents and certificates as Administrative Agent may reasonably request in order to have such Restricted Subsidiary become a Guarantor, (B) deliver to the Administrative Agent an opinion documents of Milbank LLPthe types referred to in clauses (iii), (iv), (xiv) and (xv) 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 Loan Partieslegality, validity, binding effect and enforceability of the documentation referred to in clause (a)), and (b) if any Equity Interests or Indebtedness of local counsel such Person are owned by any Domestic Loan Party, such Domestic 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 the Loan Parties in each jurisdiction in which the Loan Parties are formedbe pledged), addressed to the Administrative Agent and each Lender relating to the matters described above covering matters similar to those covered in the opinions delivered on manner and format required by the Closing DatePledge Agreement; provided that, notwithstanding anything in this Section 6.08 no Equity Interests of any Foreign Subsidiary which is not a Canadian Loan Party shall be required to be pledged. (b) Notify the contrary, Canadian Agent promptly after any Excluded Person becomes a Canadian Subsidiary that is a guarantor Wholly Owned Subsidiary of any Material 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 agree), (a) cause any such Canadian Subsidiary that is a Wholly Owned Subsidiary (other than any Immaterial Subsidiary) to (i) become a Guarantor of the 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 Borrowers or the Restricted Subsidiaries shall only Equity Interests of such Subsidiary will not be required to be pledged), in the manner and format required by the Pledge Agreement; provided that, no Equity Interests of any Foreign Subsidiary which is not a Guarantor until Canadian Loan Party, and no Equity Interests of any unlimited company incorporated or amalgamated and existing under the laws of the Province of Nova Scotia, shall be required to be 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 time as its guaranty 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 Material Indebtedness is released (at which time it shall be released by Person as a Borrowing Base Party or permit the Administrative Agent from inclusion of any acquired assets in the Guaranty on the request computation of the Company without further action by Domestic Borrowing Base or the Creditor Parties). To the extent approvals of any Gaming Authorities for any actions required by this Section are required by applicable Gaming LawsCanadian Borrowing Base, the Company and/or applicable Loan Party shall, at their own expense, use commercially reasonable efforts to promptly apply for and thereafter pursue such approvalsas applicable.

Additional Loan Parties. Upon (i) Notify the Administrative Agent promptly after any Loan Party creating or acquiring any Subsidiary that is Person becomes a wholly owned Restricted Subsidiary (other than an any Excluded SubsidiarySubsidiary but including any Unrestricted Subsidiary being reclassified as a Restricted Subsidiary of the Lead Borrower, and promptly thereafter (and in any event within fifteen (15) after Business Days or such longer period as reasonably agreed by the Closing Date Administrative Agent) if requested by the Administrative Agent, (including, without limitation, upon a) (i) cause any such Person to become a Borrower or Guarantor by executing and delivering to the formation Administrative Agent a Joinder Agreement to this Agreement or a counterpart of any Subsidiary that is a Delaware Divided LLC)the Facility Guaranty or such other document as the Administrative Agent shall deem reasonably appropriate for such purpose, (ii) any Subsidiary that is a Restricted Subsidiary subject to the requirements of a Loan Party ceasing Section 6.16(b), ▇▇▇▇▇ ▇ ▇▇▇▇ to be an Excluded Subsidiarythe Collateral Agent on such Person’s assets on the same types of assets which constitute Collateral under the Security Documents to secure the Obligations, or and (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 (but in any event within 180 days after the later of such event described in clause (i), (ii) or (iii) above or receipt of such approval (or such longer period of time as Administrative Agent may agree to in its reasonable discretion or as required to obtain any necessary Gaming Approval)), execute and deliver a Guaranty and all such other documents and certificates as Administrative Agent may reasonably request in order to have such Restricted Subsidiary become a Guarantor, (B) deliver to the Administrative Agent an opinion documents of Milbank LLPthe types referred to in clauses (iii) and (iv) of Section 4.01(a) and, if requested by the 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 Borrowing Base, favorable opinions of counsel to such Person (which shall cover, among other things, the Loan Partieslegality, validity, binding effect and enforceability of the documentation referred to in this clause (a)), and (b) if any Equity Interests or Indebtedness of local counsel such Person are owned by or on behalf of any Loan Party, to pledge such Equity Interests and promissory notes evidencing such Indebtedness, in each case in form, content and scope reasonably satisfactory to the Loan Parties in each jurisdiction in which Administrative Agent. In addition, for purposes of compliance with Section 6.01, any direct or indirect parent entity of the Loan Parties are formed, addressed Lead Borrower may become a guarantor by executing and delivering to the Administrative Agent and each Lender relating a guarantee agreement in a form satisfactory to the matters described above covering matters similar to those covered in Administrative Agent which shall be executed by the opinions delivered on the Closing DateLead Borrower and such parent; provided that, notwithstanding anything in this Section 6.08 to the contrary, any Excluded Subsidiary that is a guarantor of any Material Indebtedness of the Borrowers or the Restricted Subsidiaries such parent entity shall only not otherwise be required deemed to be a Guarantor until “Borrower”, “Guarantor” or “Loan Party” for any purpose under this Agreement. In no event shall compliance with this Section 6.11 waive or be deemed a waiver or consent to any transaction giving rise to the need to comply with this Section 6.11 if such time as its guaranty 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 Material Indebtedness is released (at which time it shall be released by Person as a Borrower or Guarantor or permit the Administrative Agent from inclusion of any acquired assets in the Guaranty on the request computation 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 are required by applicable Gaming Laws, the Company and/or applicable Loan Party shall, at their own expense, use commercially reasonable efforts to promptly apply for and thereafter pursue such approvalsBorrowing Base.

Additional Loan Parties. Upon (a) (i) Notify the Agent at the time that any Person becomes a Wholly-Owned Subsidiary of any Loan Party creating Party, and promptly thereafter (and in any event within sixty (60) days or acquiring such longer period as the Agent may agree), cause any Subsidiary that such Person which is a wholly owned Restricted Domestic Subsidiary (other than an Excluded Subsidiary) after the Closing Date (including, without limitation, upon the formation of any Subsidiary that is a Delaware Divided LLC), (ii) any Subsidiary that is a Restricted Subsidiary of a Loan Party ceasing to be 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 6.10, 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 (but in any event within 180 days after x) become a Loan Party by executing and delivering to the later of such event described in clause (i), (ii) Agent a Joinder to this Agreement or (iii) above a Joinder to the Facility Guaranty or receipt of such approval (or such longer period of time as Administrative Agent may agree to in its reasonable discretion or as required to obtain any necessary Gaming Approval)), execute and deliver a Guaranty and all such other documents and certificates as Administrative the Agent may shall deem reasonably request in order to have appropriate for such Restricted Subsidiary become a Guarantorpurpose, (By) ▇▇▇▇▇ ▇ ▇▇▇▇ to the Agent on such Person’s assets of the same type that constitute Collateral to secure the Obligations to the extent required by the Security Documents, and (z) deliver to the Administrative Agent an opinion documents of Milbank LLPthe types referred to in clauses (iii) and (iv) of Section 4.01(a) and, if reasonably requested by the Agent, customary opinions of counsel to the Loan Partiessuch Person, and (ii) if any Equity Interests or Indebtedness of local counsel such Person are owned by or on behalf of any Loan Party, to the Loan Parties in each jurisdiction in which the Loan Parties are formed, addressed to the Administrative Agent pledge such Equity Interests and each Lender relating to the matters described above covering matters similar to those covered in the opinions delivered on the Closing Date; provided promissory notes evidencing such Indebtedness (except that, notwithstanding the foregoing, if any Subsidiary is a Foreign Subsidiary or a Foreign Subsidiary Holding Company, the Equity Interests of such Subsidiary to be pledged 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), in each case in form, content and scope reasonably satisfactory to the Agent. For the avoidance of doubt and notwithstanding anything herein or in this Section 6.08 any Security Document to the contrary, any Excluded Subsidiary that is a guarantor none of the assets of any Material Indebtedness of the Borrowers Foreign Subsidiary or the Restricted Subsidiaries any Foreign Subsidiary Holding Company (including any Equity Interests held by a Foreign Subsidiary) shall only be required to be pledged hereunder or under any Security Document. (b) In no event shall compliance with this Section 6.11 waive or be deemed a Guarantor until waiver or Consent to any transaction giving rise to the need to comply with this Section 6.11 if such time as its guaranty 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 Material Indebtedness 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 released (at which time it excessive in relation to the benefit thereof, then no such pledge or security interest 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 are required by applicable Gaming Laws, the Company and/or applicable Loan Party shall, at their own expense, use commercially reasonable efforts to promptly apply for and thereafter pursue such approvalshereunder.

Additional Loan Parties. Upon (i) any Loan Party creating or acquiring any Subsidiary that is a wholly wholly-owned Restricted Subsidiary (other than an Excluded Subsidiary) after the Closing Date (including, without limitation, upon the formation of any Subsidiary that is a Delaware Divided LLC), (ii) any Subsidiary that is a Restricted Subsidiary of a Loan Party ceasing to be an Excluded Subsidiary, or (iii) any Subsidiary that is an Unrestricted Subsidiary becoming a wholly 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 (but in any event within 180 days after the later of such event described in clause (i), (ii) or (iii) above or receipt of such approval (or such longer period of time as Administrative Agent may agree to in its reasonable discretion or as required to obtain any necessary Gaming Approval)), execute and deliver a Guaranty and all such other documents and certificates as Administrative Agent may reasonably request in order to have such Restricted Subsidiary become a Guarantor, (B) deliver to the Administrative Agent an opinion of Milbank LLP, counsel to the Loan Parties, and of local counsel to the Loan Parties in each jurisdiction in which the Loan Parties are formed, addressed to the Administrative Agent and each Lender relating to the matters described above covering matters similar to those covered in the opinions delivered on the Closing DateDate and those covered in the collateral-related opinions delivered on the First Amendment Effective Date with respect to such Guarantor; provided that, notwithstanding anything in this Section 6.08 to the contrary, any Excluded Subsidiary that is a guarantor of any Material Indebtedness of the Borrowers or the Restricted Subsidiaries shall only be required to be 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 are required by applicable Gaming Laws, the Company and/or applicable Loan Party shall, at their own expense, use commercially reasonable efforts to promptly apply for and thereafter pursue such approvals.

Additional Loan Parties. Upon (ia) any Each Loan Party creating or acquiring shall notify Administrative Agent at the time that any Person becomes a wholly-owned Subsidiary that is of such Loan Party (including pursuant to a wholly owned Restricted Subsidiary (Permitted Acquisition), other than an any Excluded Subsidiary) after the Closing Date (including, without limitation, upon the formation of any Subsidiary that is a Delaware Divided LLC), (ii) any Subsidiary that is a Restricted Subsidiary of a Loan Party ceasing or ceases to be an Excluded Subsidiary, or and promptly thereafter (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 (but and in any event within 180 thirty (30) days after the later of such event described in clause (i), (ii) or (iii) above or receipt of such approval (or such longer period as agreed to by Administrative Agent in its sole discretion)) (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 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 time the Secured Parties all of its Property (other than Excluded Assets or such other exceptions as Administrative Agent may agree 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 its reasonable discretion favor of the Administrative Agent under applicable law) security interest in such Property, including entering into a Control Agreements required pursuant to Section 6.12 and the filing of UCC financing statements in such 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 or as required such Lender for purposes of compliance with applicable “know your customer” requirements under the Patriot Act, other applicable Anti-Corruption Laws or Anti-Terrorism Laws or the Beneficial Ownership Regulation, and (D) deliver to obtain any necessary Gaming Approval)), execute and deliver a Guaranty and all Administrative Agent such other documents and certificates instruments as Administrative Agent may require, including appropriate favorable opinions of counsel to such Person in form, content and scope reasonably request 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 order to have such Restricted Subsidiary become a Guarantor, (B) deliver to favor of the Administrative Agent an opinion Agent, for the benefit of Milbank LLP, counsel to the Loan Parties, and of local counsel to the Loan Parties in each jurisdiction in which the Loan Parties are formed, addressed to the Administrative Agent and each Lender relating the other Secured Parties, pursuant to the matters described above covering matters similar to those covered in terms and conditions of the opinions delivered on Loan Documents or other Security Documents as the Closing DateAdministrative Agent shall reasonably request; provided that, notwithstanding anything in any other provisions of this Section 6.08 Agreement or any other Loan Document to the contrary, (i) in no event shall more than 65% of the total combined voting power of all classes of capital stock entitled to vote of any Excluded “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 that is owned by a guarantor of any Material Indebtedness CFC be pledged pursuant to the provisions of the Borrowers Security Agreement or any other Security Document (to the Restricted Subsidiaries shall only extent that such pledge could reasonably be required expected to be a Guarantor until such time 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 its guaranty of such Material Indebtedness is released (at which time it shall be released reasonably determined by Holdings in good faith in consultation with the Administrative Agent from the Guaranty on the request of the Company without further action by the Creditor PartiesAgent). To the extent approvals of any Gaming Authorities for any actions required by this Section are required by applicable Gaming Laws, the Company and/or applicable Loan Party shall, at their own expense, use commercially reasonable efforts to promptly apply for and thereafter pursue such approvals.

Additional Loan Parties. Upon Notify the Agent at the time that any Person becomes a domestic Subsidiary, and promptly thereafter (and in any event within fifteen (15) Business Days or such longer period as may be agreed to by the GSO Entities in its reasonable discretion), cause any such Person (a) which does not qualify as a Non-Guarantor Subsidiary to (i) any become a Loan Party creating by executing and delivering to the Agent a Joinder to this Agreement or acquiring a Joinder to the Facility Guaranty or such other documents as the GSO Entities shall deem appropriate for such purpose, (ii) g▇▇▇▇ ▇ ▇▇▇▇ to the 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 Agent documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a) and 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 Subsidiary that is a wholly owned Restricted Subsidiary Equity Interests or Indebtedness of such Person (other than an Excluded Subsidiary) after the Closing Date (including, without limitation, upon the formation are owned by or on behalf of any Loan Party, to pledge such Equity Interests and promissory notes evidencing such Indebtedness (except that, if such Subsidiary that is a Delaware Divided LLC)CFC, (ii) any the Equity Interests of such Subsidiary that is a Restricted Subsidiary of a Loan Party ceasing to be an Excluded pledged 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, or (iii) any Subsidiary that is an Unrestricted Subsidiary becoming a wholly owned Restricted Subsidiary (other than an Excluded Subsidiary) pursuant to Section 6.10in each case in form, such Loan Party shall, content and scope reasonably satisfactory to the extent GSO Entities (it being understood that it does not violate any Gaming Law or, if necessary, is approved by in no event shall the Gaming Authority, (A) cause each such Subsidiary that is a Restricted Subsidiary (other than an Excluded Subsidiary) to promptly (but in any event within 180 days after the later of such event described in clause (i), (ii) or (iii) above or receipt of such approval (or such longer period of time as Administrative Agent may agree to in its reasonable discretion or as Borrower be required to obtain take any necessary Gaming Approval)), execute and deliver a Guaranty and all such other documents and certificates as Administrative Agent may reasonably request action outside of the United States in order to have such Restricted create or perfect any security interest in any Equity Interests of a foreign Subsidiary become and no foreign law security or pledge agreements, deeds, filings or searches will be required). In no event shall compliance with this Section 6.11 waive or be deemed a Guarantor, (B) deliver waiver or Consent to any transaction giving rise to the Administrative Agent an opinion of Milbank LLP, counsel need to the Loan Parties, and of local counsel to the Loan Parties in each jurisdiction in which the Loan Parties are formed, addressed to the Administrative Agent and each Lender relating to the matters described above covering matters similar to those covered in the opinions delivered on the Closing Date; provided that, notwithstanding anything in comply with this Section 6.08 6.11 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to the contraryconstitute, with respect to any Excluded Subsidiary that is a guarantor of any Material Indebtedness of the Borrowers or the Restricted Subsidiaries shall only be required to be a Guarantor until such time as its guaranty Subsidiary, an approval 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 are required by applicable Gaming Laws, the Company and/or applicable Loan Party shall, at their own expense, use commercially reasonable efforts to promptly apply for and thereafter pursue such approvalsPerson as a Borrower.

Additional Loan Parties. Upon (i) Notify the Administrative Agent promptly after any Loan Party creating or acquiring any Subsidiary that is Person becomes a wholly owned Restricted Subsidiary (other than an Excluded Subsidiary) after the Closing Date (including, without limitation, upon the formation of any Subsidiary that is a Delaware Divided LLC), (ii) any Subsidiary that is a Restricted Subsidiary of a Loan Party ceasing to be an Excluded Wholly Owned Subsidiary, or and promptly thereafter (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 (but and in any event within 180 thirty (30) days after the later of such event described in clause (i), (ii) or (iii) above or receipt of such approval (or such longer period of time as may be agreed to by the Administrative Agent may agree to in its reasonable discretion or as required to obtain any necessary Gaming Approvaldiscretion)) (a) cause any such Person that is a Domestic Subsidiary to (i) (A) become a Borrower, execute and deliver if such Person is a Guaranty and all such other documents and certificates as Administrative Agent may reasonably request Domestic Subsidiary that owns assets of the type included in order to have such Restricted Subsidiary 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, (Bii) ▇▇▇▇▇ ▇ ▇▇▇▇ to the Collateral Agent on such Person’s assets to secure the Obligations, and (iii) deliver to the Administrative Agent an opinion documents of Milbank LLPthe 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 PartiesDocuments 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 counsel to the Loan Parties law or practice), in each jurisdiction case in which the Loan Parties are formedform, addressed content and scope reasonably satisfactory to the Administrative Agent Agent. For the avoidance of doubt, no assets of a CFC, and each Lender relating to the matters described above covering matters similar to those covered in the opinions delivered on the Closing Date; provided that, notwithstanding anything in this Section 6.08 to the contrary, any Excluded no Equity Interests of a Subsidiary that is a guarantor of any Material Indebtedness of the Borrowers or the Restricted Subsidiaries CFC, shall only 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 Guarantor until waiver or Consent to any transaction giving rise to the need to comply with this Section 6.12 if such time as its guaranty 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 Material Indebtedness is released (at which time it shall be released by Person as a Borrower or permit the Administrative Agent from inclusion of any acquired assets in the Guaranty on the request computation 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 are required by applicable Gaming Laws, the Company and/or applicable Loan Party shall, at their own expense, use commercially reasonable efforts to promptly apply for and thereafter pursue such approvalsBorrowing Base.

Additional Loan Parties. Upon (i) Notify the Administrative Agent promptly after any Loan Party creating or acquiring any Subsidiary that is Person becomes a wholly owned Restricted Subsidiary (other than an any Excluded Subsidiary but including any Unrestricted Subsidiary being reclassified as a Restricted Subsidiary) after the Closing Date (including, without limitation, upon the formation of any Subsidiary that is a Delaware Divided LLC), (ii) any Subsidiary that is a Restricted Subsidiary of a Loan Party ceasing to be an Excluded Subsidiary, or (iii) Subsidiary and any Subsidiary that is an Unrestricted Subsidiary becoming a wholly owned Restricted Subsidiary (other than an Excluded Subsidiary) acquisition pursuant to Section 6.10a Division)) of the Parent, such Loan Party shall, to the extent that it does not violate any Gaming Law or, if necessary, is approved by the Gaming Authority, and promptly thereafter (A) cause each such Subsidiary that is a Restricted Subsidiary (other than an Excluded Subsidiary) to promptly (but and in any event within 180 days after thirty (30) Business Days, which time period may be extended at the later Administrative Agent’s discretion), (a)(i) cause any such Person to become a Borrower or Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement to this Agreement or a counterpart of the Facility Guaranty or such event described in clause (i)other document as the Administrative Agent shall deem reasonably appropriate for such purpose, (ii) or 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, (iii) above or receipt of such approval (or such longer period of time as Administrative Agent may agree to in its reasonable discretion or as required to obtain any necessary Gaming Approval)), execute and deliver a Guaranty and all such other documents and certificates as Administrative Agent may reasonably request in order to have such Restricted Subsidiary become a Guarantor, (B) deliver to the Administrative Agent an opinion documents of Milbank LLPthe types referred to in clauses (iii) and (iv) of Section 4.01(a) and if requested by the Administrative Agent, favorable opinions of counsel to such Person (which shall cover, among other things, the Loan Partieslegality, validity, binding effect and enforceability of local counsel the documentation referred to in clause (a)) and (iv) the Loan Parties in each jurisdiction in which the Loan Parties are formed, addressed Lead Borrower shall deliver to the Administrative Agent 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 requested by the Lenders, and (b) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any Loan Party, pledge such Equity Interests and promissory notes evidencing such Indebtedness, in each Lender relating case in form, content and scope reasonably satisfactory to the matters described above covering matters similar Administrative Agent. In addition, for purposes of compliance with Section 6.01, any direct or indirect parent entity of the Parent may become a guarantor by executing and delivering to those covered the Administrative Agent a guarantee agreement in a form satisfactory to the opinions delivered on Administrative Agent which shall be executed by the Closing DateLead Borrower and such parent; provided that, notwithstanding anything in this Section 6.08 to the contrary, any Excluded Subsidiary that is a guarantor of any Material Indebtedness of the Borrowers or the Restricted Subsidiaries such parent entity shall only not otherwise be required deemed to be a Guarantor until “Borrower”, “Guarantor” or “Loan Party” for any purpose under this Agreement. In no event shall compliance with this Section 6.11 waive or be deemed a waiver or consent to any transaction giving rise to the need to comply with this Section 6.11 if such time as its guaranty 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 Material Indebtedness is released (at which time it shall be released by Person as a Borrower or Guarantor or permit the Administrative Agent from inclusion of any acquired assets in the Guaranty on the request computation of the Company without further action by the Creditor PartiesBorrowing Base (other than cash). To the extent approvals of any Gaming Authorities for any actions required by this Section are required by applicable Gaming Laws, the Company and/or applicable Loan Party shall, at their own expense, use commercially reasonable efforts to promptly apply for and thereafter pursue such approvals.

Additional Loan Parties. Upon (i) any Loan Party creating or acquiring any Subsidiary that is a wholly wholly-owned Restricted Subsidiary (other than an Excluded Immaterial Subsidiary, a FSHCO or a Foreign Subsidiary) after the Closing Date (including, without limitation, upon the formation of any Subsidiary that is a Delaware Divided LLC)Date, (ii) any Subsidiary that is a Restricted Subsidiary of a Loan Party ceasing to be an Excluded 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 wholly-owned Restricted Subsidiary (other than an Excluded Immaterial Subsidiary, a FSHCO or a Foreign Subsidiary) pursuant to Section 6.106.11, such Loan Party shall, to the extent that it does not violate any Gaming Law or, if necessary, is approved by has received the approval of the applicable Gaming Authority, (A) cause each such Subsidiary that is a Restricted Subsidiary (other than an Excluded Immaterial Subsidiary, a FSHCO or a Foreign Subsidiary) to promptly (but in any event within 180 90 days after the later of such event described in clause (i), ; (ii) or (iii) above or receipt of such approval (or such longer period of time as Administrative Agent may agree to in its reasonable discretion or as required to obtain any necessary Gaming Approval)), execute and deliver a Guaranty and all such other documents and certificates as Administrative Agent may reasonably request in order to have such Restricted Subsidiary become a Guarantor, Guarantor and (B) deliver to the Administrative Agent an opinion of Milbank LLP, counsel to the Loan Parties, and of local counsel to the Loan Parties in each jurisdiction in which the Loan Parties are formed, addressed to all legal opinions reasonably requested by the Administrative Agent and each Lender relating to the matters described above covering matters similar to those covered in the opinions delivered on the Closing DateDate with respect to such Guarantor; provided that, notwithstanding anything in this Section 6.08 to the contrary, any Excluded Immaterial Subsidiary that is a guarantor of any Material Indebtedness of the Borrowers Borrower or the Restricted Subsidiaries shall only be required to be 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 Borrower without further action by the Creditor Parties). To the extent approvals of any Gaming Authorities for any actions required by this Section are required by applicable Gaming Laws, the Company Borrower and/or applicable Loan Party shall, at their own expense, use commercially reasonable efforts to promptly (as reasonably determined by the Borrower in good faith) apply for and thereafter to pursue such approvals.

Additional Loan Parties. Upon (i) any If for purposes of complying with the terms hereof, the Borrower notifies the Administrative Agent and the Lenders that it intends to cause a non-Loan Party creating or acquiring any Subsidiary that is to become a wholly owned Restricted Loan Party, such Subsidiary (other than an Excluded Subsidiary) after the Closing Date (including, without limitation, upon the formation of any Subsidiary that is a Delaware Divided LLC), (ii) any Subsidiary that is a Restricted Subsidiary of shall become a Loan Party ceasing to be 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 6.10, 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 (but in any event within 180 days after the later of such event described in clause (i), (ii) or (iii) above or receipt of such approval (or such longer period of time as Administrative Agent may agree to in its reasonable discretion or as required to obtain any necessary Gaming Approval)), execute executing and deliver a Guaranty and all such other documents and certificates as Administrative Agent may reasonably request in order to have such Restricted Subsidiary become a Guarantor, (B) deliver delivering to the Administrative Agent an opinion of Milbank LLPa joinder to this Agreement and each Collateral Document, counsel such joinder to the Loan Parties, be in form and of local counsel to the Loan Parties in each jurisdiction in which the Loan Parties are formed, addressed substance reasonably satisfactory to the Administrative Agent, accompanied by (i) all other applicable Loan Documents related thereto and in connection therewith, and (ii) certified copies of certificates or articles of incorporation or organization, by-laws, membership operating agreements, and other organizational documents, appropriate authorizing resolutions of the board of directors of such Subsidiary, and if the Administrative Agent and each Lender relating to the matters described above covering matters similar shall so reasonably request, opinions of counsel comparable to those covered in the opinions delivered on the Closing Datepursuant to Section 3.1(c); provided that, notwithstanding anything in this Section 6.08 to the contrarycontrary in the Loan Documents, in no event shall any Excluded Subsidiary that is a guarantor of any Material Indebtedness of the Borrowers or the Restricted Subsidiaries shall only be required to become a Loan Party; provided, further, that the Sterling Target and its Subsidiaries that are not Excluded Subsidiaries shall not be required to become Guarantors under the Loan Documents prior to the date that is 90 days (or such later time as agreed by Administrative Agent) after the closing of the Sterling Acquisition; and that in the event there is a newly formed or acquired Subsidiary that is not an Excluded Subsidiary, the Borrower shall cause such Subsidiary to join as a Guarantor until pursuant to the documentation required above within 90 days (or such time longer period as its guaranty of such Material Indebtedness is released (at which time it shall be released agreed by the Administrative Agent from Agent) after 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 are required by applicable Gaming Laws, the Company and/or applicable Loan Party shall, at their own expense, use commercially reasonable efforts to promptly apply for and thereafter pursue such approvalsacquisition or formation thereof.

Additional Loan Parties. Upon (i) any Loan Party creating or acquiring any Subsidiary that is a wholly wholly-owned Restricted Subsidiary (other than an Excluded Subsidiary) after the Closing Date (including, without limitation, upon the formation of any Subsidiary that is a Delaware Divided LLC), (ii) any Subsidiary that is a Restricted Subsidiary of a Loan Party ceasing to be an Excluded Subsidiary, or (iii) any Subsidiary that is an Unrestricted Subsidiary becoming a wholly 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 (but in any event within 180 days after the later of such event described in clause (i), (ii) or (iii) above or receipt of such approval (or such longer period of time as Administrative Agent may agree to in its reasonable discretion or as required to obtain any necessary Gaming Approval)), execute and deliver a Guaranty and all such other documents and certificates as Administrative Agent may reasonably request in order to have such Restricted Subsidiary become a GuarantorGuarantor and, (B) deliver to the Administrative Agent all legal opinions reasonably requested by an opinion of Milbank LLP, counsel to the Loan Parties, and of local counsel to the Loan Parties in each jurisdiction in which the Loan Parties are formed, addressed to the Administrative Agent and each Lender relating to the matters described above covering matters similar to those covered in the opinions delivered on the Closing DateDate and those covered in the collateral-related opinions delivered on the First Amendment Effective Date with respect to such Guarantor; provided that, notwithstanding anything in this Section 6.08 to the contrary, any Excluded Subsidiary that is a guarantor of any Material Indebtedness of the Borrowers or the Restricted Subsidiaries shall only be required to be 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 are required by applicable Gaming Laws, the Company and/or applicable Loan Party shall, at their own expense, use commercially reasonable efforts to promptly apply for and thereafter pursue such approvals.

Additional Loan Parties. Upon (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 such Material Operating Group Entity to (i) any become a Loan Party creating or acquiring any Subsidiary that is by delivering to the Agent a wholly owned Restricted Subsidiary (other than an Excluded Subsidiary) after the Closing Date (including, without limitation, upon the formation of any Subsidiary that is a Delaware Divided LLC)Loan Party Joinder Agreement executed by such new Loan Party, (ii) any Subsidiary that is deliver to the Agent a Restricted Subsidiary certificate of a Loan Party ceasing such Material Operating Group Entity, substantially in the form of the certificates delivered pursuant to be an Excluded SubsidiarySection 3.1(e) through (g) on the Restatement Effective Date, or with appropriate insertions and attachments, and (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 reasonably requested by the Gaming AuthorityAgent, (A) cause each such Subsidiary that is a Restricted Subsidiary (other than an Excluded Subsidiary) to promptly (but in any event within 180 days after the later of such event described in clause (i), (ii) or (iii) above or receipt of such approval (or such longer period of time as Administrative Agent may agree to in its reasonable discretion or as required to obtain any necessary Gaming Approval)), execute and deliver a Guaranty and all such other documents and certificates as Administrative Agent may reasonably request in order to have such Restricted Subsidiary become a Guarantor, (B) deliver to the Administrative Agent an opinion of Milbank LLP, counsel to the Loan Parties, and of local counsel to the Loan Parties in each jurisdiction in which the Loan Parties are formed, addressed to the Administrative Agent and each Lender legal opinions relating to the matters described above covering matters similar above, which opinions shall be in form and substance, and from ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP or other counsel, reasonably satisfactory to those covered the Agent; provided, that in the opinions delivered case of any Material Operating Group Entity that is an Immaterial Subsidiary, such Immaterial Subsidiary shall not be required to comply with this Section 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 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 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 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 is required to become a Loan Party pursuant to Section 5.7(a)), Borrower shall be required to comply with Section 5.7(a) with respect to such Subsidiary on or before the Closing Datedate 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, notwithstanding anything if the aggregate fair market value of all assets and other property of any such Subsidiary, 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 date that is 45 days after the end of the fiscal 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 6.08 to the contrary, 5.7(c) shall include any Excluded Subsidiary that is a guarantor of any Material Indebtedness all or substantially all of the Borrowers assets of which are equity interests (or equity and debt interests) in a Foreign Subsidiary), then the Restricted Subsidiaries Loan Parties shall only not be required to be a Guarantor until such time as its guaranty of such Material Indebtedness is released comply with Section 5.7(a) if (at which time it shall be released by i) compliance could reasonably result in any material adverse tax consequence to the Administrative Agent from Loan Parties or the Guaranty on the request IPO Entity, or (ii) could cause any Loan Party to have an inclusion in income under Section 956 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 are required by applicable Gaming Laws, the Company and/or applicable Loan Party shall, at their own expense, use commercially reasonable efforts to promptly apply for and thereafter pursue such approvalsCode.

Additional Loan Parties. Upon Notify the Administrative Agent at the time that any Person becomes a Subsidiary, and promptly thereafter (and in any event within fifteen (15) days), cause any such Person (a) which is not a CFC, to (i) any become a Loan Party creating by executing and delivering to the Administrative Agent a Joinder Agreement or acquiring any Subsidiary that is a wholly owned Restricted Subsidiary (counterpart of the Facility Guaranty or such other than an Excluded Subsidiary) after document as the Closing Date (including, without limitation, upon the formation of any Subsidiary that is a Delaware Divided LLC)Administrative Agent shall deem appropriate for such purpose, (ii) any Subsidiary that is a Restricted Subsidiary ▇▇▇▇▇ ▇ ▇▇▇▇ to the Administrative Agent on such Person’s assets of a Loan Party ceasing the type included in the Collateral to be an Excluded Subsidiarysecure the Obligations, or and (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 (but in any event within 180 days after the later of such event described in clause (i), (ii) or (iii) above or receipt of such approval (or such longer period of time as Administrative Agent may agree to in its reasonable discretion or as required to obtain any necessary Gaming Approval)), execute and deliver a Guaranty and all such other documents and certificates as Administrative Agent may reasonably request in order to have such Restricted Subsidiary become a Guarantor, (B) deliver to the Administrative Agent an opinion documents of Milbank LLP, 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 Loan Partieslegality, 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 or on behalf of any Loan Party, to pledge such Equity Interests and promissory notes evidencing such Indebtedness (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 counsel to the Loan Parties law or practice), in each jurisdiction case in which the Loan Parties are formedform, addressed content and scope reasonably satisfactory to the Administrative Agent and each Lender relating Agent. 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 matters described above covering matters similar need to those covered 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 opinions delivered on computation of the Closing Date; provided that, notwithstanding anything in Borrowing Base. Notwithstanding the foregoing provisions of this Section 6.08 to 6.12, the contraryparties hereto acknowledge and agree that ▇▇▇▇▇ Mart Air, any Excluded Subsidiary that is a guarantor of any Material Indebtedness of the Borrowers or the Restricted Subsidiaries Inc. shall only not be required to be become 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 are required by applicable Gaming Laws, the Company and/or applicable Loan Party shall, at their own expense, use commercially reasonable efforts to promptly apply for and thereafter pursue such approvalsas long as Borrowers are in compliance with the requirements of Section 7.16.

Additional Loan Parties. Upon Notify the Administrative Agent at the time that any Person becomes a Subsidiary, unless such Person is an Immaterial Subsidiary or a Save-A-Lot Subsidiary (i) it being understood that if any Loan Party creating or acquiring any Save-A-Lot Subsidiary that is remains a wholly owned Restricted 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, unless a longer period is acceptable to the Administrative Agent, in its sole discretion), cause any such Person (a) which is not an Excluded Subsidiary, to (i) after become a Loan Party by executing and delivering to the Closing Date (includingAdministrative Agent a Joinder Agreement and if such Person is not a Borrower, without limitation, upon a counterpart of the formation of any Subsidiary that is a Delaware Divided LLC)Facility Guaranty or such other document as the Administrative Agent shall deem appropriate for such purpose, (ii) any Subsidiary that is a Restricted Subsidiary ▇▇▇▇▇ ▇ ▇▇▇▇ to the Administrative Agent on such Person’s assets of a Loan Party ceasing the types constituting Collateral to be an Excluded Subsidiarysecure the Obligations, or and (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 (but in any event within 180 days after the later of such event described in clause (i), (ii) or (iii) above or receipt of such approval (or such longer period of time as Administrative Agent may agree to in its reasonable discretion or as required to obtain any necessary Gaming Approval)), execute and deliver a Guaranty and all such other documents and certificates as Administrative Agent may reasonably request in order to have such Restricted Subsidiary become a Guarantor, (B) deliver to the Administrative Agent an opinion documents of Milbank LLPthe types referred to in clauses (iii) and (iv) of Section 4.01(b) and upon Administrative Agent’s reasonable request, favorable opinions of counsel to such Person (which shall cover, among other things, the Loan Partieslegality, validity, binding effect and enforceability of the documentation referred to in this clause (a)), and (b) if any Indebtedness of local counsel such Person is owned by or on behalf of any Loan Party, to pledge such Indebtedness and promissory notes evidencing such Indebtedness to the Loan Parties extent any such Indebtedness is in an amount in excess of $10,000,000, in each jurisdiction case in which the Loan Parties are formedform, addressed content and scope reasonably satisfactory to the Administrative Agent and each Lender relating Agent. 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 matters described above covering matters similar need to those covered 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 opinions delivered on the Closing Date; provided that, notwithstanding anything in this Section 6.08 to the contrary, any Excluded Subsidiary that is a guarantor of any Material Indebtedness computation of the Borrowers or the Restricted Subsidiaries shall only be required to be 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 are required by applicable Gaming Laws, the Company and/or applicable Loan Party shall, at their own expense, use commercially reasonable efforts to promptly apply for and thereafter pursue such approvalsBorrowing Base.

Additional Loan Parties. Upon (i) Notify the Agent promptly after any Loan Party creating or acquiring any Person becomes a Subsidiary that is a wholly direct wholly-owned Restricted Subsidiary of a Loan Party, and promptly thereafter (and in any event within thirty (30) days or such longer period as the Agent may agree), cause any such Person (a) which is not a CFC or Excluded Domestic Subsidiary to (i) become a Loan Party by executing and delivering to the Agent a Joinder to this Agreement or a Joinder to the Facility Guaranty or such other than an Excluded Subsidiary) after documents as the Closing Date (including, without limitation, upon the formation of any Subsidiary that is a Delaware Divided LLC)Agent shall deem appropriate for such purpose, (ii) any Subsidiary g▇▇▇▇ ▇ ▇▇▇▇ to the Agent on such Person’s assets of the same type that is a Restricted Subsidiary of a Loan Party ceasing constitute Collateral to be an Excluded Subsidiarysecure the Obligations, or and (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 (but in any event within 180 days after the later of such event described in clause (i), (ii) or (iii) above or receipt of such approval (or such longer period of time as Administrative Agent may agree to in its reasonable discretion or as required to obtain any necessary Gaming Approval)), execute and deliver a Guaranty and all such other documents and certificates as Administrative Agent may reasonably request in order to have such Restricted Subsidiary become a Guarantor, (B) deliver to the Administrative Agent an opinion documents of Milbank LLPthe types referred to in clauses (iii) and (iv) of Section 4.01(a) and, if requested by Agent, customary opinions of counsel to such Person (which shall cover, among other things, the Loan Partieslegality, validity, binding effect and enforceability of the documentation referred to in clause (a)), and (b) if any Equity Interests or Indebtedness of local counsel such Person are owned by or on behalf of any Loan Party, to pledge such Equity Interests and promissory notes evidencing such Indebtedness (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, in each case in form, content and scope reasonably satisfactory to the Loan Parties in each jurisdiction in which the Loan Parties are formed, addressed Agent. In no event shall compliance with this Section 6.11 waive or be deemed a waiver or consent to any transaction giving rise to the Administrative Agent and each Lender relating 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 such Person as a Borrower or Guarantor hereunder or permit the matters described above covering matters similar to those covered inclusion of any acquired assets in the opinions delivered on the Closing Date; provided that, notwithstanding anything in this Section 6.08 to the contrary, any Excluded Subsidiary that is a guarantor of any Material Indebtedness computation of the Borrowers or the Restricted Subsidiaries shall only be required to be 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 are required by applicable Gaming LawsAggregate Borrowing Base, the Company Revolving Borrowing Base and/or applicable Loan Party shall, at their own expense, use commercially reasonable efforts to promptly apply for and thereafter pursue such approvalsthe FILO Borrowing Base.

Additional Loan Parties. Upon (i) Promptly notify the Agent at the time that any Loan Party creating Person becomes a Subsidiary or acquiring any Subsidiary that is a wholly owned Restricted Subsidiary (other than an Excluded Subsidiary) after the Closing Date (including, without limitation, upon the formation of any Subsidiary that is a Delaware Divided LLC), (ii) any Subsidiary that is a Restricted Subsidiary of a Loan Party ceasing to be an Excluded Subsidiary, or (iii) any Subsidiary Person that is an Unrestricted Subsidiary becoming becomes a wholly Restricted Subsidiary, and cause any such Person that is a wholly-owned Restricted Domestic Subsidiary (other than an Excluded Subsidiary) pursuant to Section 6.10, such Loan Party shall, to of the extent that it does not violate any Gaming Law or, if necessary, is approved by the Gaming Authority, (A) cause each such Subsidiary Lead Borrower that is a Restricted Subsidiary (other than an Excluded Subsidiarya 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 (but and in any event within 180 days after the later fifteen (15) Business Days of such event described in clause Person becoming a Subsidiary or a Restricted Subsidiary, as the case may be, or such later date as the Agent may agree), (i)) become a Loan Party (including, if acceptable to the Agent, an additional borrower) by executing and delivering to the Agent a Joinder Agreement or such other documents as the Agent shall reasonably deem appropriate for such purpose, (ii) or grant ▇ ▇▇▇▇ ▇▇ ▇▇e Agent on such Person’s assets of the same type that constitute Collateral to secure the Obligations and take such actions as may be required under the Security Documents to perfect such Lien, and (iii) above or receipt of such approval (or such longer period of time as Administrative Agent may agree to in its reasonable discretion or as required to obtain any necessary Gaming Approval)), execute and deliver a Guaranty and all such other documents and certificates as Administrative Agent may reasonably request in order to have such Restricted Subsidiary become a Guarantor, (B) deliver to the Administrative Agent an opinion documents of Milbank LLPthe types referred to in clauses (iii) and (iv) of Section 4.01(a); and (b) if reasonably requested by the Agent, deliver customary opinions of counsel to such Person in connection with the Loan Partiesforegoing clause (a) in form, content and of local counsel scope reasonably satisfactory to the Loan Parties in each jurisdiction in which the Loan Parties are formed, addressed to the Administrative Agent and each Lender relating to the matters described above covering matters similar to those covered in the opinions delivered on the Closing DateAgent; provided that, for the avoidance of doubt, notwithstanding anything in this Section 6.08 to the contrarycontrary herein or in any other Loan Document, in no event shall any Excluded Subsidiary that is not a guarantor of any Material Indebtedness of the Borrowers or the Restricted Subsidiaries shall only Domestic Subsidiary be required to guarantee or provide Collateral to secure any Obligations. In no event shall compliance with this Section 6.11 waive or be deemed a Guarantor waiver or consent to any transaction giving rise to the need to comply with this Section 6.11 if such transaction was not otherwise expressly permitted by this Agreement or permit the inclusion of any acquired assets in the computation of the Borrowing Base until such time as the Agent has conducted 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 are required by applicable Gaming Laws, the Company and/or applicable Loan Party shall, at their own expense, use commercially reasonable efforts to promptly apply for and thereafter pursue such approvalsdiligence with respect thereto.

Additional Loan Parties. Upon ‌ (a) Notify the Lender at the time that any Person becomes, after the Effective Date, a 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 ninety (90) days or such longer period as the Lender agrees in its direction), cause any such Person which is not an Excluded Subsidiary to (i) any become a Loan Party creating by executing and delivering to the Lender a Joinder Agreement or acquiring such other documents as the Lender shall deem appropriate for such purpose, and (ii) deliver to the Lender documents of the types referred to in clauses (ii) and (iii) of Section 4.01(a), as appropriate, and 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 this Section 6.11). In no event shall compliance with this Section 6.11 waive or be deemed a waiver or consent to any transaction giving rise to the 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 such Person as a Guarantor hereunder. (b) In no event shall compliance with this Section 6.11 waive or be deemed a waiver or consent to any transaction giving rise to the 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 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 wholly owned Restricted Loan Party becomes or qualifies as an Immaterial Subsidiary or other Excluded Subsidiary under the ABL Credit Agreement (other than an Excluded Subsidiary) after a “Reclassification Notice”). Upon delivery of a certificate demonstrating the Closing Date (includingbasis 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, without limitationsuch certificate in form satisfactory to the Lender, acting reasonably, upon request of the formation Parent, so long as no Default or Event of any Subsidiary that is a Delaware Divided LLC)Default shall then exist or would result therefrom, (ii) any Subsidiary that is a Restricted Subsidiary of a Loan Party ceasing to the Lender shall take such actions as may be 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 6.10, such Loan Party shall, to the extent that it does not violate any Gaming Law or, if necessary, is approved requested by the Gaming Authority, (A) cause each Parent to release such Subsidiary that is a Restricted Subsidiary (other than an Excluded Subsidiary) to promptly (but in any event within 180 days after the later of such event described in clause (i), (ii) or (iii) above or receipt of such approval (or such longer period of time as Administrative Agent may agree to in its reasonable discretion or as required to obtain any necessary Gaming Approval)), execute and deliver a Guaranty and all such other documents and certificates as Administrative Agent may reasonably request in order to have such Restricted Subsidiary become a Guarantor, (B) deliver to the Administrative Agent an opinion of Milbank LLP, counsel to the Loan Parties, and of local counsel to the Loan Parties in each jurisdiction in which the Loan Parties are formed, addressed to the Administrative Agent and each Lender relating to the matters described above covering matters similar to those covered in the opinions delivered on the Closing Date; provided that, notwithstanding anything in this Section 6.08 to the contrary, any Excluded Subsidiary that is a guarantor of any Material Indebtedness of the Borrowers or the Restricted Subsidiaries shall only be required to be a Guarantor until from its Facility Guarantee at such time as its guaranty of such Material Indebtedness it is released (at which time it shall be concurrently released by the Administrative ABL Agent from under 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 are required by applicable Gaming Laws, the Company and/or applicable Loan Party shall, at their own expense, use commercially reasonable efforts to promptly apply for and thereafter pursue such approvals.ABL Credit Agreement.‌

Additional Loan Parties. Upon (i) Notify the Agent promptly after any Loan Party creating or acquiring any Person becomes a Subsidiary that is a wholly direct wholly-owned Restricted Subsidiary of a Loan Party, and promptly thereafter (and in any event within thirty (30) days or such longer period as the Agent may agree), cause any such Person (a) which is not a CFC or Excluded Domestic Subsidiary to (i) become a Loan Party by executing and delivering to the Agent a Joinder to this Agreement or a Joinder to the Facility Guaranty or such other than an Excluded Subsidiary) after documents as the Closing Date (including, without limitation, upon the formation of any Subsidiary that is a Delaware Divided LLC)Agent shall deem appropriate for such purpose, (ii) any Subsidiary ▇▇▇▇▇ ▇ ▇▇▇▇ to the Agent on such Person’s assets of the same type that is a Restricted Subsidiary of a Loan Party ceasing constitute Collateral to be an Excluded Subsidiarysecure the Obligations, or and (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 (but in any event within 180 days after the later of such event described in clause (i), (ii) or (iii) above or receipt of such approval (or such longer period of time as Administrative Agent may agree to in its reasonable discretion or as required to obtain any necessary Gaming Approval)), execute and deliver a Guaranty and all such other documents and certificates as Administrative Agent may reasonably request in order to have such Restricted Subsidiary become a Guarantor, (B) deliver to the Administrative Agent an opinion documents of Milbank LLPthe types referred to in clauses (iii) and (iv) of Section 4.01(a) and, if requested by Agent, customary opinions of counsel to such Person (which shall cover, among other things, the Loan Partieslegality, validity, binding effect and enforceability of the documentation referred to in clause (a)), and (b) if any Equity Interests or Indebtedness of local counsel such Person are owned by or on behalf of any Loan Party, to pledge such Equity Interests and promissory notes evidencing such Indebtedness (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, in each case in form, content and scope reasonably satisfactory to the Loan Parties in each jurisdiction in which the Loan Parties are formed, addressed Agent. In no event shall compliance with this Section 6.11 waive or be deemed a waiver or Consent to any transaction giving rise to the Administrative Agent and each Lender relating 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 such Person as a Borrower or Guarantor hereunder or permit the matters described above covering matters similar to those covered inclusion of any acquired assets in the opinions delivered on the Closing Date; provided that, notwithstanding anything in this Section 6.08 to the contrary, any Excluded Subsidiary that is a guarantor of any Material Indebtedness computation of the Borrowers or the Restricted Subsidiaries shall only be required to be 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 are required by applicable Gaming Laws, the Company and/or applicable Loan Party shall, at their own expense, use commercially reasonable efforts to promptly apply for and thereafter pursue such approvalsBorrowing Base.

Additional Loan Parties. Upon Notify the Administrative Agent at the time that any Person becomes a Subsidiary, and promptly thereafter (and in any event (y) within fifteen (15) days for any Subsidiary other than an Immaterial Subsidiary and (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 delivered), cause any such Person (a) which is not a CFC, to (i) any become a Loan Party creating by executing and delivering to the Administrative Agent a Joinder Agreement or acquiring any Subsidiary that is a wholly owned Restricted Subsidiary (such other than an Excluded Subsidiary) after document as the Closing Date (including, without limitation, upon the formation of any Subsidiary that is a Delaware Divided LLC)Administrative Agent shall reasonably request for such purpose, (ii) any Subsidiary that is a Restricted Subsidiary of a Loan Party ceasing ▇▇▇▇▇ ▇ ▇▇▇▇ to be an Excluded Subsidiarythe Collateral Agent on such Person’s assets to secure the Obligations, or and (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 (but in any event within 180 days after the later of such event described in clause (i), (ii) or (iii) above or receipt of such approval (or such longer period of time as Administrative Agent may agree to in its reasonable discretion or as required to obtain any necessary Gaming Approval)), execute and deliver a Guaranty and all such other documents and certificates as Administrative Agent may reasonably request in order to have such Restricted Subsidiary become a Guarantor, (B) deliver to the Administrative Agent documents of the types referred to in clauses c and d of Section IV.A.1 and, if requested by the Administrative Agent in connection with a Subsidiary other than an opinion Immaterial Subsidiary, favorable opinions of Milbank LLP, counsel to such Person (which shall cover, among other things, the Loan Partieslegality, validity, binding effect and enforceability of the documentation referred to in this clause 1), and (b) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any Loan Party, to pledge such Equity Interests and promissory notes evidencing such Indebtedness (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 counsel to the Loan Parties law or practice), in each jurisdiction case in which the Loan Parties are formedform, addressed content and scope reasonably satisfactory to the Administrative Agent and each Lender relating to the matters described above covering matters similar to those covered in the opinions delivered on the Closing Date; provided (it being understood that, notwithstanding anything in this Section 6.08 to the contrary, any Excluded Subsidiary that is a guarantor of any Material Indebtedness of the Borrowers or the Restricted Subsidiaries shall only be required to be a Guarantor until such time as its guaranty of such Material Indebtedness is released (at which time it shall be released if requested by the Administrative Agent from Agent, Lead Borrower shall promptly deliver customary favorable legal opinions in respect of any Subsidiary that was an Immaterial Subsidiary that ceases to be an Immaterial Subsidiary to the Guaranty on extent not previously delivered hereunder). In no event shall compliance with this Section VI.L waive or be deemed a waiver or Consent to any transaction giving rise to the request need to comply with this Section 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 Company without further action by the Creditor Parties). To the extent approvals of any Gaming Authorities for any actions required by this Section are required by applicable Gaming Laws, the Company and/or applicable Loan Party shall, at their own expense, use commercially reasonable efforts to promptly apply for and thereafter pursue such approvalsBorrowing Base.

Additional Loan Parties. Upon (i) any Loan Party creating or acquiring any Subsidiary that is a wholly wholly-owned Restricted Subsidiary (other than an Excluded Subsidiary) after the Closing Date (including, without limitation, upon the formation of any Subsidiary that is a Delaware Divided LLC), (ii) any Subsidiary that is a Restricted Subsidiary of a Loan Party ceasing to be an Excluded Subsidiary, or (iii) any Subsidiary that is an Unrestricted Subsidiary becoming a wholly 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 (but in any event within 180 days after the later of such event described in clause (i), (ii) or (iii) above or receipt of such approval (or such longer period of time as Administrative Agent may agree to in its reasonable discretion or as required to obtain any necessary Gaming Approval)), execute and deliver a Guaranty and all such other documents and certificates as Administrative Agent may reasonably request in order to have such Restricted Subsidiary become a Guarantor, Guarantor and (B) deliver to the Administrative Agent an opinion of Milbank LLP, counsel to the Loan Parties, and of local counsel to the Loan Parties in each jurisdiction in which the Loan Parties are formed, addressed to all legal opinions reasonably requested by the Administrative Agent and each Lender relating to the matters described above covering matters similar to those covered in the opinions delivered on the Closing DateDate with respect to such Guarantor; provided that, notwithstanding anything in this Section 6.08 to the contrary, any Excluded Subsidiary that is a guarantor of any Material Indebtedness of the Borrowers or the Restricted Subsidiaries shall only be required to be 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 are required by applicable Gaming Laws, the Company and/or applicable Loan Party shall, at their own expense, use commercially reasonable efforts to promptly apply for and thereafter pursue such approvals.

Additional Loan Parties. Upon Notify the Agent at the time that any Person becomes a 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 (iit being acknowledged by the Credit 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) to become a Loan Party by executing and delivering to the Agent a Joinder Agreement, (b) to ▇▇▇▇▇ ▇ ▇▇▇▇ to secure the Obligations to the Agent on such Person’s assets of the same types of assets which constitute Collateral under the Security Documents (subject to the limitations contained therein), and (c) to deliver to the Agent documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a) and, if reasonably requested by the Agent, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above). Notwithstanding anything to the contrary contained herein or in any other Loan Document, Agent shall not accept delivery of any joinder to any Loan Document with respect to any Subsidiary of any Loan Party creating or acquiring any Subsidiary that is a wholly owned Restricted Subsidiary (other than an Excluded Subsidiary) after the Closing Date (including, without limitation, upon the formation of any Subsidiary that is a Delaware Divided LLC), (ii) any Subsidiary that is a Restricted Subsidiary of not a Loan Party ceasing to be 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 6.10, such Loan Party shall, to the extent that it does not violate any Gaming Law orParty, if necessary, is approved by the Gaming Authority, (A) cause each such Subsidiary that is qualifies as a Restricted “legal entity customer” under the Beneficial Ownership Regulation unless such Subsidiary (other than an Excluded 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 promptly (but in any event within 180 days after the later of such event described in clause (i), (ii) or (iii) above or receipt of such approval (or such longer period of time as Administrative Agent may agree to in its reasonable discretion or as required to obtain any necessary Gaming Approval)), execute and deliver a Guaranty and all such other documents and certificates as Administrative Agent may reasonably request in order to have such Restricted Subsidiary become a Guarantor, (B) deliver to the Administrative Agent an opinion of Milbank LLP, counsel to the Loan Parties, and of local counsel to the Loan Parties in each jurisdiction in which the Loan Parties are formed, addressed to the Administrative Agent and each Lender relating to the matters described above covering matters similar to those covered in the opinions delivered on the Closing Date; provided that, notwithstanding anything in this Section 6.08 to the contrary, any Excluded Subsidiary that is a guarantor of any Material Indebtedness of the Borrowers or the Restricted Subsidiaries shall only be required to be 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 are required by applicable Gaming Laws, the Company and/or applicable Loan Party shall, at their own expense, use commercially reasonable efforts to promptly apply for and thereafter pursue such approvalsLenders.

Additional Loan Parties. Upon (ia) Notify the Administrative Agent promptly after any Loan Party creating or acquiring any Person becomes a Domestic Subsidiary that is a wholly owned Restricted direct Wholly Owned Subsidiary 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 as the Administrative Agent may agree), (a) cause any such Domestic Subsidiary that is a direct Wholly Owned Subsidiary (other than an Excluded Subsidiaryany CFC or Subsidiary of a CFC) after to (i) become a Borrower or Guarantor by executing and delivering to the Closing Date Administrative Agent a Joinder Agreement, and, in the case of a Guarantor, a Facility Guaranty (including, without limitation, upon the formation of any Subsidiary that is or a Delaware Divided LLCcounterpart or supplement thereto), (ii) any Subsidiary that is a Restricted Subsidiary of a Loan Party ceasing ▇▇▇▇▇ ▇ ▇▇▇▇ to be 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 6.10, the Administrative Agent on such Loan Party shall, Person’s assets to the extent that it does not violate any Gaming Law or, if necessary, is approved required by the Gaming AuthoritySecurity Documents, (A) cause each such Subsidiary that is a Restricted Subsidiary (other than an Excluded Subsidiary) to promptly (but in any event within 180 days after the later of such event described in clause (i), (ii) or and (iii) above or receipt of such approval (or such longer period of time as Administrative Agent may agree to in its reasonable discretion or as required to obtain any necessary Gaming Approval)), execute and deliver a Guaranty and all such other documents and certificates as Administrative Agent may reasonably request in order to have such Restricted Subsidiary become a Guarantor, (B) deliver to the Administrative Agent an opinion documents of Milbank LLPthe types referred to in clauses (iv), (v), (v) and (xvi) 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 Loan Partieslegality, validity, binding effect and enforceability of the documentation referred to in clause (a)), and (b) if any Equity Interests or Indebtedness of local counsel such Person are owned by any Domestic Loan Party, such Domestic Loan Party 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), in the manner and format required by the Pledge Agreement; provided that, no Equity Interests of any Foreign Subsidiary which is not a Foreign Loan Parties 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 each jurisdiction in which any event within thirty (30) days or such longer period as the Loan Parties are formedAdministrative Agent may agree), addressed (a) cause any such Subsidiary 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 Foreign Liabilities by executing and delivering to the Administrative Agent and each Lender relating a Joinder Agreement and, in the case of a Guarantor, a Facility Guaranty (or a counterpart or supplement thereto), (ii) ▇▇▇▇▇ ▇ ▇▇▇▇ to the matters described above covering matters similar Administrative Agent on such Person’s assets (to those covered the extent required by the Security Documents) to secure the Foreign Liabilities by executing and delivering to the Administrative Agent, appropriate Security Documents, and (iii) deliver to the Administrative Agent documents of the 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 opinions delivered on manner and format required by the Closing DatePledge Agreement, the Canadian Security Documents, the Australian Security Documents or the Japanese Security Documents, as applicable; provided that, notwithstanding anything in this Section 6.08 to the contrary, any Excluded Subsidiary that is a guarantor no Equity Interests of any Material Indebtedness Foreign Subsidiary which is not a Foreign Loan Party, and no Equity Interests of any unlimited company incorporated or amalgamated and existing under the laws of the Borrowers or the Restricted Subsidiaries Province of Nova Scotia, shall only be required to be pledged. (c) In no event shall compliance with this Section 6.13 waive or be deemed a Guarantor until waiver or Consent to any transaction giving rise to the need to comply with this Section 6.13 if such time as its guaranty 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 Material Indebtedness is released (at which time it shall be released by Person as a Borrowing Base Party or permit the Administrative Agent from the Guaranty on the request of the Company without further action by the Creditor Parties). To the extent approvals inclusion of any Gaming Authorities for acquired assets in the computation of any actions required by this Section are required by applicable Gaming Laws, the Company and/or applicable Loan Party shall, at their own expense, use commercially reasonable efforts to promptly apply for and thereafter pursue such approvalsBorrowing Base.

Additional Loan Parties. Upon (i) Notify the Administrative Agent promptly after any Loan Party creating or acquiring any Subsidiary that is Person becomes a wholly owned Restricted Subsidiary (other than an any Excluded SubsidiarySubsidiary but including any Unrestricted Subsidiary being reclassified as a Restricted Subsidiary of the Lead Borrower, and promptly thereafter (and in any event within fifteen (15) after Business Days) if requested by the Closing Date Administrative Agent, (including, without limitation, upon a) (i) cause any such Person to become a Borrower or Guarantor by executing and delivering to the formation Administrative Agent a Joinder Agreement to this Agreement or a counterpart of any Subsidiary that is a Delaware Divided LLC)the Facility Guaranty or such other document as the Administrative Agent shall deem reasonably appropriate for such purpose, (ii) any Subsidiary that is a Restricted Subsidiary subject to the requirements of a Loan Party ceasing Section 6.16(b), ▇▇▇▇▇ ▇ ▇▇▇▇ to be an Excluded Subsidiarythe Collateral Agent on such Person’s assets on the same types of assets which constitute Collateral under the Security Documents to secure the Obligations, or and (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 (but in any event within 180 days after the later of such event described in clause (i), (ii) or (iii) above or receipt of such approval (or such longer period of time as Administrative Agent may agree to in its reasonable discretion or as required to obtain any necessary Gaming Approval)), execute and deliver a Guaranty and all such other documents and certificates as Administrative Agent may reasonably request in order to have such Restricted Subsidiary become a Guarantor, (B) deliver to the Administrative Agent an opinion documents of Milbank LLPthe types referred to in clauses (iii) and (iv) of Section 4.01(a) and if requested by the Administrative Agent, favorable opinions of counsel to such Person (which shall cover, among other things, the Loan Partieslegality, validity, binding effect and enforceability of the documentation referred to in this clause (a)), and (b) if any Equity Interests or Indebtedness of local counsel such Person are owned by or on behalf of any Loan Party, to pledge such Equity Interests and promissory notes evidencing such Indebtedness, in each case in form, content and scope reasonably satisfactory to the Loan Parties in each jurisdiction in which Administrative Agent. In addition, for purposes of compliance with Section 6.01, any direct or indirect parent entity of the Loan Parties are formed, addressed Lead Borrower may become a guarantor by executing and delivering to the Administrative Agent and each Lender relating a guarantee agreement in a form satisfactory to the matters described above covering matters similar to those covered in Administrative Agent which shall be executed by the opinions delivered on the Closing DateLead Borrower and such parent; provided that, notwithstanding anything in this Section 6.08 to the contrary, any Excluded Subsidiary that is a guarantor of any Material Indebtedness of the Borrowers or the Restricted Subsidiaries such parent entity shall only not otherwise be required deemed to be a Guarantor until “Borrower”, “Guarantor” or “Loan Party” for any purpose under this Agreement. In no event shall compliance with this Section 6.11 waive or be deemed a waiver or consent to any transaction giving rise to the need to comply with this Section 6.11 if such time as its guaranty 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 Material Indebtedness is released (at which time it shall be released by Person as a Borrower or Guarantor or permit the Administrative Agent from inclusion of any acquired assets in the Guaranty on the request computation 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 are required by applicable Gaming Laws, the Company and/or applicable Loan Party shall, at their own expense, use commercially reasonable efforts to promptly apply for and thereafter pursue such approvalsBorrowing Base.

Additional Loan Parties. Upon (a) Subject to compliance with the 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 becoming a Material Company and, in any event within 30 days, become an Additional Loan Party to the extent required under Clause 23.28 (Loan Parties). (c) A member of the Restricted Group shall become an Additional Loan Party if: (i) any the Borrower and the proposed Additional Loan Party creating or acquiring any Subsidiary that is deliver to the Agent a wholly owned Restricted Subsidiary (other than an Excluded Subsidiary) after the Closing Date (including, without limitation, upon the formation of any Subsidiary that is a Delaware Divided LLC), duly completed and executed Accession Deed; and (ii) any Subsidiary the Agent has received all of the documents and other evidence listed in Part II of Schedule 2 (Conditions precedent) in relation to that is a Restricted Subsidiary Additional Loan Party, each in form and substance satisfactory to the Agent (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 a Loan Party ceasing to be an Excluded Subsidiary, or Schedule 2 (iiiConditions precedent). (e) any Subsidiary that is an Unrestricted Subsidiary becoming a wholly owned Restricted Subsidiary (other Other than an Excluded Subsidiary) pursuant to Section 6.10, such Loan Party shall, to the extent that it does 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 violate require) the Agent to give that notification. The Agent shall not be liable for any Gaming Law ordamages, if necessarycosts or losses whatsoever as a result of giving any such notification. (f) The Agent (acting on the instructions of the Majority Lenders) may, is approved on the instructions of the Majority Lenders, agree with the Parent that the requirements under paragraph (c)(ii) above are to be 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 Clause 19 (Guarantee and Indemnities) of this Agreement or other changes to the Finance Documents which in the opinion of the Agent, based on the advice of its legal counsel, are necessary or desirable to overcome any prohibition or a risk that a guarantee by the Gaming Authoritypotential Additional Loan Party will not be legal, (A) cause each such Subsidiary that is a Restricted Subsidiary (other than an Excluded Subsidiary) to promptly (but in any event within 180 days after the later of such event described in clause (i)valid, (ii) or (iii) above or receipt of such approval (or such longer period of time as Administrative Agent may agree to in its binding, enforceable and effective. The reasonable discretion or as required to obtain any necessary Gaming Approval)), execute and deliver a Guaranty and all such other documents and certificates as Administrative Agent may reasonably request in order to have such Restricted Subsidiary become a Guarantor, (B) deliver to the Administrative Agent an opinion of Milbank LLP, counsel to the Loan Parties, and of local counsel to the Loan Parties in each jurisdiction in which the Loan Parties are formed, addressed to the Administrative Agent and each Lender relating to the matters described above covering matters similar to those covered in the opinions delivered on the Closing Date; provided that, notwithstanding anything in this Section 6.08 to the contrary, any Excluded Subsidiary that is a guarantor of any Material Indebtedness cost of the Borrowers or the Restricted Subsidiaries shall only be required advice of legal counsel obtained pursuant to be a Guarantor until such time as its guaranty of such Material Indebtedness is released this paragraph (at which time it g) shall be released by for the Administrative Agent from the Guaranty on the request account 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 are required by applicable Gaming Laws, the Company and/or applicable Loan Party shall, at their own expense, use commercially reasonable efforts to promptly apply for and thereafter pursue such approvalsBorrower.

Additional Loan Parties. Upon Notify the Agent at the time that any Person becomes a domestic Subsidiary, and promptly thereafter (and in any event within fifteen (15) Business Days or such longer period as may be agreed to by the GSO Entities in its reasonable discretion), cause any such Person (a) which does not qualify as a Non-Guarantor Subsidiary to (i) any become a Loan Party creating by executing and delivering to the Agent a Joinder to this Agreement or acquiring a Joinder to the Facility Guaranty or such other documents as the GSO Entities shall deem appropriate for such purpose, (ii) g▇▇▇▇ ▇ ▇▇▇▇ to the 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 Agent documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a) and 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 Subsidiary that is a wholly owned Restricted Subsidiary Equity Interests or Indebtedness of such Person (other than an Excluded SubsidiarySubsidiary or any Subsidiary acquired in connection with the Identified Transaction) after the Closing Date (including, without limitation, upon the formation are owned by or on behalf of any Loan Party, to pledge such Equity Interests and promissory notes evidencing such Indebtedness (except that, if such Subsidiary that is a Delaware Divided LLC)CFC, (ii) any the Equity Interests of such Subsidiary that is a Restricted Subsidiary of a Loan Party ceasing to be an Excluded pledged 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, or (iii) any Subsidiary that is an Unrestricted Subsidiary becoming a wholly owned Restricted Subsidiary (other than an Excluded Subsidiary) pursuant to Section 6.10in each case in form, such Loan Party shall, content and scope reasonably satisfactory to the extent GSO Entities (it being understood that it does not violate any Gaming Law or, if necessary, is approved by in no event shall the Gaming Authority, (A) cause each such Subsidiary that is a Restricted Subsidiary (other than an Excluded Subsidiary) to promptly (but in any event within 180 days after the later of such event described in clause (i), (ii) or (iii) above or receipt of such approval (or such longer period of time as Administrative Agent may agree to in its reasonable discretion or as Borrower be required to obtain take any necessary Gaming Approval)), execute and deliver a Guaranty and all such other documents and certificates as Administrative Agent may reasonably request action outside of the United States in order to have such Restricted create or perfect any security interest in any Equity Interests of a foreign Subsidiary become and no foreign law security or pledge agreements, deeds, filings or searches will be required). In no event shall compliance with this Section 6.11 waive or be deemed a Guarantor, (B) deliver waiver or Consent to any transaction giving rise to the Administrative Agent an opinion of Milbank LLP, counsel need to the Loan Parties, and of local counsel to the Loan Parties in each jurisdiction in which the Loan Parties are formed, addressed to the Administrative Agent and each Lender relating to the matters described above covering matters similar to those covered in the opinions delivered on the Closing Date; provided that, notwithstanding anything in comply with this Section 6.08 6.11 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to the contraryconstitute, with respect to any Excluded Subsidiary that is a guarantor of any Material Indebtedness of the Borrowers or the Restricted Subsidiaries shall only be required to be a Guarantor until such time as its guaranty Subsidiary, an approval 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 are required by applicable Gaming Laws, the Company and/or applicable Loan Party shall, at their own expense, use commercially reasonable efforts to promptly apply for and thereafter pursue such approvalsPerson as a Borrower.

Additional Loan Parties. Upon Notify the Agent at the time that any Person becomes a Subsidiary, and promptly thereafter (and in any event within fifteen (15) days or such longer period as may be agreed to by the Administrative Agent in its reasonable discretion), cause any such Person (a) which is not a 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) any become a Loan Party creating by executing and delivering to the Agent a Joinder to this Agreement or acquiring a Joinder to the Facility Guaranty or such other documents as the Agent shall deem appropriate for such purpose, (ii) ▇▇▇▇▇ ▇ ▇▇▇▇ to the 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 Agent documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a) and 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 Subsidiary that is a wholly owned Restricted Subsidiary Equity Interests or Indebtedness of such Person (other than an Excluded Subsidiary) after the Closing Date (including, without limitation, upon the formation are owned by or on behalf of any Loan Party, to pledge such Equity Interests and promissory notes evidencing such Indebtedness (except that, if such Subsidiary that is a Delaware Divided LLC)CFC, (ii) any the Equity Interests of such Subsidiary that is a Restricted Subsidiary of a Loan Party ceasing to be an Excluded pledged 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, or (iii) any Subsidiary that is an Unrestricted Subsidiary becoming a wholly owned Restricted Subsidiary (other than an Excluded Subsidiary) pursuant to Section 6.10in each case in form, such Loan Party shall, content and scope reasonably satisfactory to the extent that it does Agent. In no event shall compliance with this Section 6.11 waive or be deemed a waiver or Consent to any transaction giving rise to the need to comply with this Section 6.11 if such transaction was not violate otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Gaming Law orSubsidiary, 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 (but in any event within 180 days after the later approval of such event described in clause (i), (ii) or (iii) above or receipt of such approval (or such longer period of time Person as Administrative Agent may agree to in its reasonable discretion or as required to obtain any necessary Gaming Approval)), execute and deliver a Guaranty and all such other documents and certificates as Administrative Agent may reasonably request in order to have such Restricted Subsidiary become a Guarantor, (B) deliver to the Administrative Agent an opinion of Milbank LLP, counsel to the Loan Parties, and of local counsel to the Loan Parties in each jurisdiction in which the Loan Parties are formed, addressed to the Administrative Agent and each Lender relating to the matters described above covering matters similar to those covered in the opinions delivered on the Closing Date; provided that, notwithstanding anything in this Section 6.08 to the contrary, any Excluded Subsidiary that is a guarantor of any Material Indebtedness of the Borrowers or the Restricted Subsidiaries shall only be required to be 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 are required by applicable Gaming Laws, the Company and/or applicable Loan Party shall, at their own expense, use commercially reasonable efforts to promptly apply for and thereafter pursue such approvalsBorrower.

Additional Loan Parties. Upon Notify the Agent at the time that any Person becomes a Subsidiary and, in each case promptly thereafter (and in any event within fifteen (15) days), cause any such Person (a) which is not an Affected Foreign Subsidiary, to (i) any become a Loan Party creating by executing and delivering to the Agent a Joinder to this Agreement or acquiring any Subsidiary that is a wholly owned Restricted Subsidiary (Joinder to the Facility Guaranty or such other than an Excluded Subsidiary) after documents as the Closing Date (including, without limitation, upon the formation of any Subsidiary that is a Delaware Divided LLC)Agent shall deem appropriate for such purpose, (ii) any Subsidiary that is a Restricted Subsidiary of a Loan Party ceasing ▇▇▇▇▇ ▇ ▇▇▇▇ to be an Excluded Subsidiary, or (iii) any Subsidiary that is an Unrestricted Subsidiary becoming a wholly owned Restricted Subsidiary the Agent on such Person’s assets (other than an Excluded SubsidiaryAssets) pursuant of the same type that constitute Collateral to Section 6.10secure the Obligations, 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 (but in any event within 180 days after the later of such event described in clause (i), (ii) or and (iii) above or receipt of such approval (or such longer period of time as Administrative Agent may agree to in its reasonable discretion or as required to obtain any necessary Gaming Approval)), execute and deliver a Guaranty and all such other documents and certificates as Administrative Agent may reasonably request in order to have such Restricted Subsidiary become a Guarantor, (B) deliver to the Administrative Agent an opinion documents of Milbank LLP, 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 Loan Partieslegality, validity, binding effect and enforceability of the documentation referred to in this clause (a)), and (b) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any Loan Party, to pledge such Equity Interests and promissory notes evidencing such Indebtedness (except that, if such Subsidiary is an Affected Foreign Subsidiary, the Equity Interests of such Subsidiary to be pledged may be limited to 66% 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 counsel law or practice), in each case in form, content and scope reasonably satisfactory to the Loan Parties in each jurisdiction in which the Loan Parties are formed, addressed Agent. 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 Administrative Agent and each Lender relating 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 matters described above covering matters similar to those covered inclusion of any acquired assets in the opinions delivered on the Closing Date; provided that, notwithstanding anything in this Section 6.08 to the contrary, any Excluded Subsidiary that is a guarantor of any Material Indebtedness computation of the Borrowers or the Restricted Subsidiaries shall only be required to be 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 are required by applicable Gaming Laws, the Company and/or applicable Loan Party shall, at their own expense, use commercially reasonable efforts to promptly apply for and thereafter pursue such approvalsBorrowing Base.

Additional Loan Parties. Upon Notify the Administrative Agent at the time that any Person becomes a Subsidiary, and promptly thereafter (and in any event (y) within fifteen (15) days for any Subsidiary other than an Immaterial Subsidiary and (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 delivered), cause any such Person (a) which is not a CFC, to (i) any become a Loan Party creating by executing and delivering to the Administrative Agent a Joinder Agreement or acquiring any Subsidiary that is a wholly owned Restricted Subsidiary (such other than an Excluded Subsidiary) after document as the Closing Date (including, without limitation, upon the formation of any Subsidiary that is a Delaware Divided LLC)Administrative Agent shall reasonably request for such purpose, (ii) any Subsidiary that is a Restricted Subsidiary of a Loan Party ceasing ▇▇▇▇▇ ▇ ▇▇▇▇ to be an Excluded Subsidiarythe Collateral Agent on such Person’s assets to secure the Obligations, or and (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 (but in any event within 180 days after the later of such event described in clause (i), (ii) or (iii) above or receipt of such approval (or such longer period of time as Administrative Agent may agree to in its reasonable discretion or as required to obtain any necessary Gaming Approval)), execute and deliver a Guaranty and all such other documents and certificates as Administrative Agent may reasonably request in order to have such Restricted Subsidiary become a Guarantor, (B) deliver to the Administrative Agent an opinion of Milbank LLP, counsel to the Loan Parties, and of local counsel to the Loan Parties in each jurisdiction in which the Loan Parties are formed, addressed to the Administrative Agent and each Lender relating to the matters described above covering matters similar to those covered in the opinions delivered on the Closing Date; provided that, notwithstanding anything in this Section 6.08 to the contrary, any Excluded Subsidiary that is a guarantor of any Material Indebtedness documents of the Borrowers or the Restricted Subsidiaries shall only be required types referred to be a Guarantor until such time as its guaranty in clauses (iii) and (iv) of such Material Indebtedness is released (at which time it shall be released Section 4.01(a) and, if requested by the Administrative Agent from in connection with a Subsidiary other than an Immaterial Subsidiary, favorable opinions of counsel to such Person (which shall cover, among other things, the Guaranty on the request legality, validity, binding effect and enforceability of the Company without further action documentation referred to in this clause (a)), and (b) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any Loan Party, to pledge such Equity Interests and promissory notes evidencing such Indebtedness (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 Creditor PartiesAdministrative Agent, Lead Borrower shall promptly deliver customary favorable legal opinions in respect of any Subsidiary that was an Immaterial Subsidiary that ceases to be an Immaterial Subsidiary to the extent not previously delivered hereunder). To the extent approvals of any Gaming Authorities for any actions required by In no event shall compliance with this Section are required by applicable Gaming Laws, 6.12 waive or be deemed a waiver or Consent to any transaction giving rise to the Company and/or applicable Loan Party shall, at their own expense, use commercially reasonable efforts need to promptly apply for and thereafter pursue such approvals.comply with this Section

Additional Loan Parties. Upon (a) Any Subsidiary organized under the 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 and/or Security Trustees (A) by such Subsidiary of a supplement or joinder to this Agreement, substantially in the form of Exhibit I, (B) by such Subsidiary of Security Documents in form and substance reasonably satisfactory to Agent and the relevant Security Trustee as may be required for the relevant jurisdiction (provided, that any such new Security Document shall be in substantially the same form as the comparable Security Documents to which the existing Loan Parties of the Loan Party creating or acquiring Group of the New Loan Party (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 (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 that is effective as of not more than 25 days preceding the date on which such Subsidiary becomes a wholly owned Restricted Subsidiary 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, 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 Excluded appraisal and field examination with respect to such Subsidiary) after the Closing Date (, including, without limitation, upon of (x) such Subsidiary’s practices in the formation 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 Subsidiary that is a Delaware Divided LLC)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, (ii) any Subsidiary that is a Restricted 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 Loan Party ceasing Permitted Acquisition) or that has ceased to be an Excluded Subsidiary pursuant to clause (e), (f) or (h) of the definition of Excluded Subsidiary, in each case within 30 days of such date, to execute a supplement or (iii) any joinder to this Agreement, substantially in the form of Exhibit I, in order for such Subsidiary that is an Unrestricted Subsidiary becoming to become a wholly owned Restricted Subsidiary (other than an Excluded Subsidiary) pursuant to U.S. Borrower and/or a U.S. Facility Guarantor under Section 6.10, such Loan Party shall5.10 and a grantor under Section 7.1 or, to the extent that it does not violate any Gaming Law or, if necessary, is approved reasonably requested by the Gaming AuthorityAgent, (A) cause each such Subsidiary that is enter into a Restricted Subsidiary (other than an Excluded Subsidiary) to promptly (but new Security Document in any event within 180 days after the later of such event described in clause (i), (ii) or (iii) above or receipt of such approval (or such longer period of time as Administrative Agent may agree to in its reasonable discretion or as required to obtain any necessary Gaming Approval)), execute form and deliver a Guaranty and all such other documents and certificates as Administrative Agent may substance reasonably request in order to have such Restricted Subsidiary become a Guarantor, (B) deliver satisfactory to the Administrative Agent an opinion of Milbank LLP, counsel to the Loan Parties, and of local counsel to the Loan Parties in each jurisdiction in which the Loan Parties are formed, addressed to the Administrative Agent and each Lender relating to the matters described above covering matters similar to those covered in the opinions delivered on the Closing Date; provided that, notwithstanding anything in this Section 6.08 to the contrary, any Excluded Subsidiary that is a guarantor of any Material Indebtedness of the Borrowers or the Restricted Subsidiaries shall only be required to be 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 are required by applicable Gaming Laws, the Company and/or applicable North American Loan Party shall, at their own expense, use commercially reasonable efforts to promptly apply for and thereafter pursue such approvalsAgent.

Additional Loan Parties. Upon Notify the Administrative Agent at the time that any Person becomes a Subsidiary, and promptly thereafter (and in any event within thirty (30) days or such later date as the Administrative Agent may agree), cause any such Person (a) which is not a CFC, to (i) any become a Loan Party creating by executing and delivering to the Administrative Agent a Joinder to this Agreement or acquiring any Subsidiary that is a wholly owned Restricted Subsidiary (counterpart of the Facility Guaranty or such other than an Excluded Subsidiary) after document as the Closing Date (including, without limitation, upon the formation of any Subsidiary that is a Delaware Divided LLC)Administrative Agent shall deem appropriate for such purpose, (ii) any Subsidiary that is a Restricted Subsidiary ▇▇▇▇▇ ▇ ▇▇▇▇ to the Collateral Agent on such Person’s assets (of a Loan Party ceasing the type constituting Collateral) to be an Excluded Subsidiarysecure the Obligations, or and (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 (but in any event within 180 days after the later of such event described in clause (i), (ii) or (iii) above or receipt of such approval (or such longer period of time as Administrative Agent may agree to in its reasonable discretion or as required to obtain any necessary Gaming Approval)), execute and deliver a Guaranty and all such other documents and certificates as Administrative Agent may reasonably request in order to have such Restricted Subsidiary become a Guarantor, (B) deliver to the Administrative Agent an opinion documents of Milbank LLP, 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 Loan Partieslegality, 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 or on behalf of any Loan Party, to pledge such Equity Interests and promissory notes evidencing such Indebtedness (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 counsel law or practice), in each case in form, content and scope reasonably satisfactory to the Administrative Agent. 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 each Borrowing Base. or the ABL Term Loan Borrowing Base. At all times, the Loan Parties in shall cause each jurisdiction in which the Loan Parties are formed, addressed to the Administrative Agent and each Lender relating to the matters described above covering matters similar to those covered in the opinions delivered on the Closing Date; provided that, notwithstanding anything in this Section 6.08 to the contrary, any Excluded Subsidiary that is a guarantor “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 any Material Indebtedness such Loan Party from its obligations under the ABL Term Documents and the Loan Documents is permitted pursuant to the terms of the Borrowers or ABL Term Documents and the Restricted Subsidiaries shall only be required to be 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 are required by applicable Gaming Laws, the Company and/or applicable Loan Party shall, at their own expense, use commercially reasonable efforts to promptly apply for and thereafter pursue such approvalsDocuments.

Additional Loan Parties. Upon Notify the Administrative Agent at the time that any Person becomes a Subsidiary, and promptly thereafter (and in any event within fifteen (15) days), cause any such Person (a) which is not a CFC, to (i) any become a Loan Party creating by executing and delivering to the Administrative Agent a Joinder Agreement or acquiring any Subsidiary that is a wholly owned Restricted Subsidiary (counterpart of the Facility Guaranty or such other than an Excluded Subsidiary) after document as the Closing Date (including, without limitation, upon the formation of any Subsidiary that is a Delaware Divided LLC)Administrative Agent shall deem appropriate for such purpose, (ii) any Subsidiary that is a Restricted Subsidiary ▇▇▇▇▇ ▇ ▇▇▇▇ to the Administrative Agent on such Person’s assets of a Loan Party ceasing the type included in the Collateral to be an Excluded Subsidiarysecure the Obligations, or and (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 (but in any event within 180 days after the later of such event described in clause (i), (ii) or (iii) above or receipt of such approval (or such longer period of time as Administrative Agent may agree to in its reasonable discretion or as required to obtain any necessary Gaming Approval)), execute and deliver a Guaranty and all such other documents and certificates as Administrative Agent may reasonably request in order to have such Restricted Subsidiary become a Guarantor, (B) deliver to the Administrative Agent an opinion documents of Milbank LLP, the types referred to in clauses (iv) and (v) of Section 4.01(a) and favorable opinions of counsel to such Person (which shall cover, among other things, the Loan Partieslegality, 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 or on behalf of any Loan Party, to pledge such Equity Interests and promissory notes evidencing such Indebtedness (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 counsel to the Loan Parties law or practice), in each jurisdiction case in which the Loan Parties are formedform, addressed content and scope reasonably satisfactory to the Administrative Agent and each Lender relating Agent. 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 matters described above covering matters similar need to those covered 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 opinions delivered on computation of the Closing Date; provided that, notwithstanding anything in Borrowing Base. Notwithstanding the foregoing provisions of this Section 6.08 to 6.12, the contraryparties hereto acknowledge and agree that ▇▇▇▇▇ Mart Air, any Excluded Subsidiary that is a guarantor of any Material Indebtedness of the Borrowers or the Restricted Subsidiaries Inc. shall only not be required to be become 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 are required by applicable Gaming Laws, the Company and/or applicable Loan Party shall, at their own expense, use commercially reasonable efforts to promptly apply for and thereafter pursue such approvalsas long as Borrowers are in compliance with the requirements of Section 7.16.

Additional Loan Parties. Upon (a) Subject to compliance with the 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 becoming a Material Company and, in any event within 30 days, become an Additional Loan Party to the extent required under Clause 23.28 (Loan Parties). (c) A member of the Restricted Group shall become an Additional Loan Party if: (i) any the Borrower and the proposed Additional Loan Party creating or acquiring any Subsidiary that is deliver to the Agent a wholly owned Restricted Subsidiary (other than an Excluded Subsidiary) after the Closing Date (including, without limitation, upon the formation of any Subsidiary that is a Delaware Divided LLC), duly completed and executed Accession Deed; and (ii) any Subsidiary the Agent has received all of the documents and other evidence listed in Part II of Schedule 2 (Conditions precedent) in relation to that is a Restricted Subsidiary Additional Loan Party, each in form and substance satisfactory to the Agent (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 a Loan Party ceasing to be an Excluded Subsidiary, or Schedule 2 (iiiConditions precedent). (e) any Subsidiary that is an Unrestricted Subsidiary becoming a wholly owned Restricted Subsidiary (other Other than an Excluded Subsidiary) pursuant to Section 6.10, such Loan Party shall, to the extent that it does 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 violate require) the Agent to give that notification. The Agent shall not be liable for any Gaming Law ordamages, if necessarycosts or losses whatsoever as a result of giving any such notification. (f) The Agent (acting on the instructions of the Majority Lenders) may, is approved on the instructions of the Majority Lenders, agree with the Parent that the requirements under paragraph (c)(ii) above are to be 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 Clause 19 (Guarantee and Indemnities) of this Agreement or other changes to the Finance Documents which in the opinion of the Agent, based on the advice of its legal counsel, are necessary or desirable to overcome any prohibition or a risk that a guarantee by the Gaming Authoritypotential Additional Loan Party will not be legal, (A) cause each such Subsidiary that is a Restricted Subsidiary (other than an Excluded Subsidiary) to promptly (but in any event within 180 days after the later of such event described in clause (i)valid, (ii) or (iii) above or receipt of such approval (or such longer period of time as Administrative Agent may agree to in its binding, enforceable and effective. The reasonable discretion or as required to obtain any necessary Gaming Approval)), execute and deliver a Guaranty and all such other documents and certificates as Administrative Agent may reasonably request in order to have such Restricted Subsidiary become a Guarantor, (B) deliver to the Administrative Agent an opinion of Milbank LLP, counsel to the Loan Parties, and of local counsel to the Loan Parties in each jurisdiction in which the Loan Parties are formed, addressed to the Administrative Agent and each Lender relating to the matters described above covering matters similar to those covered in the opinions delivered on the Closing Date; provided that, notwithstanding anything in this Section 6.08 to the contrary, any Excluded Subsidiary that is a guarantor of any Material Indebtedness cost of the Borrowers or the Restricted Subsidiaries shall only be required advice of legal counsel obtained pursuant to be a Guarantor until such time as its guaranty of such Material Indebtedness is released this paragraph (at which time it g) shall be released by for the Administrative Agent from the Guaranty on the request account 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 are required by applicable Gaming Laws, the Company and/or applicable Loan Party shall, at their own expense, use commercially reasonable efforts to promptly apply for and thereafter pursue such approvalsBorrower.

Additional Loan Parties. Upon (i) any Loan Party creating or acquiring any Subsidiary that is a wholly wholly-owned Restricted Subsidiary (other than an Excluded Immaterial Subsidiary, a FSHCO or a Foreign Subsidiary) after the Closing Date (including, without limitation, upon the formation of any Subsidiary that is a Delaware Divided LLC)Date, (ii) any Subsidiary that is a Restricted Subsidiary of a Loan Party ceasing to be an Excluded 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 wholly-owned Restricted Subsidiary (other than an Excluded Immaterial Subsidiary, a FSHCO or a Foreign Subsidiary) pursuant to Section 6.106.11, such Loan Party shall, to the extent that it does not violate any Gaming Law or, if necessary, is approved by has received the approval of the applicable Gaming Authority, (A) cause each such Subsidiary that is a Restricted Subsidiary (other than an Excluded Immaterial Subsidiary, a FSHCO or a Foreign Subsidiary) to promptly (but in any event within 180 days after the later of such event described in clause (i), (ii) or (iii) above or receipt of such approval (or such longer period of time as Administrative Agent may agree to in its reasonable discretion or as required to obtain any necessary Gaming Approval)), execute and deliver a Guaranty and all such other documents and certificates as Administrative Agent may reasonably request in order to have such Restricted Subsidiary become a Guarantor, Guarantor and (B) deliver to the Administrative Agent an opinion of Milbank LLP, counsel to the Loan Parties, and of local counsel to the Loan Parties in each jurisdiction in which the Loan Parties are formed, addressed to all legal opinions reasonably requested by the Administrative Agent and each Lender relating to the matters described above covering matters similar to those covered in the opinions delivered on the Closing DateDate with respect to such Guarantor; provided that, notwithstanding anything in this Section 6.08 to the contrary, any Excluded Immaterial Subsidiary that is a guarantor of any Material Indebtedness of the Borrowers Borrower or the Restricted Subsidiaries shall only be required to be 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 Borrower without further action by the Creditor Parties). To the extent approvals of any Gaming Authorities for any actions required by this Section are required by applicable Gaming Laws, the Company Borrower and/or applicable Loan Party shall, at their own expense, use commercially reasonable efforts to promptly (as reasonably determined by the Borrower in good faith) apply for and thereafter to pursue such approvals.

Additional Loan Parties. Upon (i) Promptly notify the Agent at the time that any Loan Party creating Person becomes a Subsidiary or acquiring any Person that is an Unrestricted Subsidiary becomes a Restricted Subsidiary, and cause any such Person that is a wholly wholly-owned Restricted Domestic Subsidiary (other than an Excluded Subsidiary) after of the Closing Date (including, without limitation, upon the formation of any Subsidiary Domestic Borrower or that is a Delaware Divided LLC), (ii) any 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 fifteen (15) 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), (i) become a Loan Party ceasing (including, if acceptable to the Agent, an additional borrower) by executing and delivering to the Agent a Joinder Agreement or such other documents as the Agent shall reasonably deem appropriate for such purpose, (ii) ▇▇▇▇▇ ▇ ▇▇▇▇ to the 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 applicable portion of the Obligations (excluding any Material Real Estate) and take such actions as may be an Excluded Subsidiaryrequired under the Security Documents to perfect such Lien, or and (iii) deliver to the Agent documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a); (b) in the case of Domestic Subsidiaries, promptly thereafter (and 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 requested by the Agent, deliver customary opinions of counsel to such Person in connection with the foregoing clauses (a) and (b) in each case in form, content and scope reasonably satisfactory to the Agent; provided that, for the avoidance of doubt, in no event shall any Subsidiary that is an Unrestricted not a Domestic 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 (but in any event within 180 days after the later of such event described in clause (i), (ii) or (iii) above or receipt of such approval (or such longer period of time as Administrative Agent may agree to in its reasonable discretion or as required to obtain any necessary Gaming Approval)), execute and deliver a Guaranty and all such other documents and certificates as Administrative Agent may reasonably request in order to have such Restricted Subsidiary become a Guarantor, (B) deliver to the Administrative Agent an opinion of Milbank LLP, counsel to the Loan Parties, and of local counsel to the Loan Parties in each jurisdiction in which the Loan Parties are formed, addressed to the Administrative Agent and each Lender relating to the matters described above covering matters similar to those covered in the opinions delivered on the Closing Date; provided that, notwithstanding anything in this Section 6.08 to the contrary, any Excluded Subsidiary that is a guarantor of any Material Indebtedness of the Borrowers or the Restricted Subsidiaries shall only be required to guarantee or provide Collateral to secure any Obligations other than the UK Liabilities. In no event shall compliance with this Section 6.11 waive or be deemed a Guarantor waiver or consent to any transaction giving rise to the need to comply with this Section 6.11 if such transaction was not otherwise expressly permitted by this Agreement or permit the inclusion of any acquired assets in the computation of the Combined Borrowing Base until such time as the Agent has conducted 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 are required by applicable Gaming Laws, the Company and/or applicable Loan Party shall, at their own expense, use commercially reasonable efforts to promptly apply for and thereafter pursue such approvalsdiligence with respect thereto.

Additional Loan Parties. Upon (ia) Notify the Administrative Agent promptly after any Loan Party creating or acquiring any Subsidiary that is Person becomes a wholly owned Restricted Subsidiary (other than an Excluded Subsidiary) after the Closing Date (including, without limitation, upon the formation of any Subsidiary that is a Delaware Divided LLC), (ii) any Subsidiary that is a Restricted Subsidiary of a Loan Party ceasing to be an Excluded Wholly Owned Subsidiary, or and promptly thereafter (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 (but and in any event within 180 thirty (30) days after the later of such event described in clause (i), (ii) or (iii) above or receipt of such approval (or such longer period of time as may be agreed to by the Administrative Agent may agree to in its reasonable discretion or as required to obtain any necessary Gaming Approvaldiscretion)) (a) cause any such Person that is a Domestic Subsidiary to (i) (A) become a Borrower, execute and deliver if such Person is a Guaranty and all such other documents and certificates as Administrative Agent may reasonably request Domestic Subsidiary that owns assets of the type included in order to have such Restricted Subsidiary 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 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, (Bii) g▇▇▇▇ ▇ ▇▇▇▇ to the Collateral Agent on such Person’s assets to secure the Obligations, and (iii) deliver to the Administrative Agent an opinion documents of Milbank LLPthe 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 PartiesDocuments 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 counsel to the Loan Parties law or practice), in each jurisdiction case in which the Loan Parties are formedform, addressed content and scope reasonably satisfactory to the Administrative Agent Agent. For the avoidance of doubt, no assets of a CFC, and each Lender relating to the matters described above covering matters similar to those covered in the opinions delivered on the Closing Date; provided that, notwithstanding anything in this Section 6.08 to the contrary, any Excluded no Equity Interests of a Subsidiary that is a guarantor of any Material Indebtedness of the Borrowers or the Restricted Subsidiaries CFC, shall only 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 its guaranty of such Material Indebtedness is released (at which time it shall be released by the Administrative Agent TM1, LLC has obtained a check cashing license from the Guaranty on the request State 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 are required by applicable Gaming Laws, the Company and/or applicable Loan Party shall, at their own expense, use commercially reasonable efforts to promptly apply for and thereafter pursue such approvalsNew York.

Additional Loan Parties. Upon (i) Notify the Administrative Agent promptly after any Loan Party creating or acquiring any Subsidiary that is Person becomes a wholly owned Restricted Subsidiary (other than an any Excluded Subsidiary but including any Unrestricted Subsidiary being reclassified as a Restricted Subsidiary) after of the Closing Date Parent, and promptly thereafter (includingand in any event within fifteen (15) Business Days) if requested by the Administrative Agent, without limitation, upon (i) cause any such Person to become a Borrower or Guarantor by executing and delivering to the formation Administrative Agent a Joinder Agreement to this Agreement or a counterpart of any Subsidiary that is a Delaware Divided LLC)the Facility Guaranty or such other document as the Administrative Agent shall deem reasonably appropriate for such purpose, (ii) any Subsidiary that is a Restricted Subsidiary subject to the requirements of a Loan Party ceasing Section 6.14(b), ▇▇▇▇▇ ▇ ▇▇▇▇ to be an Excluded Subsidiarythe Collateral Agent on such Person’s assets on the same types of assets which constitute Collateral under the Security Documents to secure the Obligations, or and (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 (but in any event within 180 days after the later of such event described in clause (i), (ii) or (iii) above or receipt of such approval (or such longer period of time as Administrative Agent may agree to in its reasonable discretion or as required to obtain any necessary Gaming Approval)), execute and deliver a Guaranty and all such other documents and certificates as Administrative Agent may reasonably request in order to have such Restricted Subsidiary become a Guarantor, (B) deliver to the Administrative Agent an opinion documents of Milbank LLPthe types referred to in clauses (iii) and (iv) of Section 4.01(a) and if requested by the Administrative Agent, favorable opinions of counsel to such Person (which shall cover, among other things, the Loan Partieslegality, validity, binding effect and enforceability of the documentation referred to in clause (a)), and (b) if any Equity Interests or Indebtedness of local counsel such Person are owned by or on behalf of any Loan Party, to pledge such Equity Interests and promissory notes evidencing such Indebtedness, in each case in form, content and scope reasonably satisfactory to the Loan Parties in each jurisdiction in which Administrative Agent. In addition, for purposes of compliance with Section 6.01, any direct or indirect parent entity of the Loan Parties are formed, addressed Parent may become a guarantor by executing and delivering to the Administrative Agent and each Lender relating a guarantee agreement in a form satisfactory to the matters described above covering matters similar to those covered in Administrative Agent which shall be executed by the opinions delivered on the Closing DateLead Borrower and such parent; provided that, notwithstanding anything in this Section 6.08 to the contrary, any Excluded Subsidiary that is a guarantor of any Material Indebtedness of the Borrowers or the Restricted Subsidiaries such parent entity shall only not otherwise be required deemed to be a Guarantor until “Borrower”, “Guarantor” or “Loan Party” for any purpose under this Agreement. In no event shall compliance with this Section 6.11 waive or be deemed a waiver or consent to any transaction giving rise to the need to comply with this Section 6.11 if such time as its guaranty 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 Material Indebtedness is released (at which time it shall be released by Person as a Borrower or Guarantor or permit the Administrative Agent from inclusion of any acquired assets in the Guaranty on the request computation 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 are required by applicable Gaming Laws, the Company and/or applicable Loan Party shall, at their own expense, use commercially reasonable efforts to promptly apply for and thereafter pursue such approvalsBorrowing Base.

Additional Loan Parties. Upon (i) Notify the Administrative Agent at the time that any Loan Party creating or acquiring any Person becomes a Subsidiary, and whether the Borrower in its discretion elects to cause such Subsidiary that is a wholly owned Restricted Subsidiary (other than an Excluded Subsidiary) after the Closing Date (including, without limitation, upon the formation of any Subsidiary that is a Delaware Divided LLC), (ii) any Subsidiary that is a Restricted Subsidiary of to become a Loan Party ceasing (it being acknowledged by the Credit Parties that the Borrower is not obligated to be an Excluded Subsidiary, cause such Subsidiary to become a Loan Party) and if any Equity Interests or (iii) Indebtedness of such Person are owned by 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 shallParty, to the extent that it does not violate any Gaming Law or, if necessary, is approved by the Gaming Authority, promptly thereafter (A) cause each such Subsidiary that is a Restricted Subsidiary (other than an Excluded Subsidiary) to promptly (but and in any event within 180 thirty (30) days after the later of such event described in clause (i), (ii) or (iii) above or receipt of such approval (or such longer period of time as the Administrative Agent may agree 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 discretion each 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 required to obtain any necessary Gaming Approval)the Administrative Agent shall agree), execute cause any such Person (a) to become a Loan Party by executing and deliver a Guaranty and all such other documents and certificates as delivering to the Administrative Agent may reasonably request in order to have such Restricted Subsidiary become a GuarantorJoinder Agreement, (Bb) to ▇▇▇▇▇ ▇ ▇▇▇▇ to the Collateral Agent on such Person’s assets to secure the Obligations and Other Liabilities on the same types of assets which constitute Collateral under the Security Documents, and (c) to deliver to the Administrative Agent an opinion of Milbank LLP, counsel to the Loan Parties, and of local counsel to the Loan Parties in each jurisdiction in which the Loan Parties are formed, addressed to the Administrative Agent and each Lender relating to the matters described above covering matters similar to those covered in the opinions delivered on the Closing Date; provided that, notwithstanding anything in this Section 6.08 to the contrary, any Excluded Subsidiary that is a guarantor of any Material Indebtedness documents of the Borrowers or the Restricted Subsidiaries shall only be required types referred to be a Guarantor until such time as its guaranty in clauses (iii) and (iv) of such Material Indebtedness is released (at which time it shall be released Section 4.01(a) and, if reasonably requested by the Administrative Agent from Agent, favorable opinions of counsel to such Person (which shall cover, among other things, the Guaranty on the request legality, validity, binding effect and enforceability of the Company without further action by the Creditor Partiesdocumentation referred to above). To 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 extent approvals 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 Gaming Authorities for any actions required by this Section are required by applicable Gaming Laws, acquired assets in the Company and/or applicable Loan Party shall, at their own expense, use commercially reasonable efforts to promptly apply for and thereafter pursue such approvalscomputation of the Borrowing Base.

Additional Loan Parties. Upon (ia) Notify the Agent at the time that any Loan Party creating or acquiring any Subsidiary that is Person (x) becomes a wholly owned Restricted Subsidiary (other than an any Excluded Subsidiary) after the Closing Date (including, without limitation, upon the formation of any Subsidiary that is a Delaware Divided LLC), (ii) any Subsidiary that is a Restricted Subsidiary of a Loan Party ceasing to be an Excluded Subsidiary, or (iiiy) any Subsidiary that is an Unrestricted Subsidiary becoming is designated by the Lead Borrower’s board of directors to become a wholly owned Restricted Subsidiary (other than and that is not otherwise 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, and in each case promptly thereafter (A) cause each such Subsidiary that is a Restricted Subsidiary (other than an Excluded Subsidiary) to promptly (but and in any event within 180 days after thirty (30) days) or such longer period as the later of Agent may agree, cause any such event described in clause Person (a) which is not an Excluded Subsidiary, to (i)) become a Loan Party by executing and delivering to the Agent a Joinder to this Agreement or a Joinder to the Facility Guaranty or such other documents as the Agent shall deem reasonably necessary for such purpose, (ii) or ▇▇▇▇▇ ▇ ▇▇▇▇ to the Agent on such Person’s assets of the same type that constitute Collateral to secure the Obligations, and (iii) above or receipt of such approval (or such longer period of time as Administrative Agent may agree to in its reasonable discretion or as required to obtain any necessary Gaming Approval)), execute and deliver a Guaranty and all such other documents and certificates as Administrative Agent may reasonably request in order to have such Restricted Subsidiary become a Guarantor, (B) deliver to the Administrative Agent an opinion documents of Milbank LLP, the types referred to in clauses (iii) and (iv) of Section 4.01(a) and reasonably acceptable opinions of counsel to such Person (which shall cover, among other things, the Loan Partieslegality, validity, binding effect and enforceability of the documentation referred to in clause (a)), and (b) if any Equity Interests or Indebtedness of local counsel such Person are owned by or on behalf of any Loan Party, to pledge such Equity Interests and promissory notes evidencing such Indebtedness, in each case in form, content and scope reasonably satisfactory to the Loan Parties Agent; provided, that a pledge of the Equity Interests of a CFC or CFC Holdco by a Person described in each jurisdiction in which clauses (x) or (y) of this Section 6.12 shall be limited to 65% of the Loan Parties are formedoutstanding voting Equity Interests, addressed and 100% of the non-voting Equity Interests of such CFC or CFC Holdco, and such time period may be extended based on local law or practice). 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 Administrative 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 each Lender relating 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 matters described above covering matters similar joinder to those covered in the opinions delivered on the Closing Date; provided that, notwithstanding anything in this Section 6.08 to the contrary, any Excluded Subsidiary that is a guarantor Loan Document of any Material Indebtedness of the Borrowers or the Restricted Subsidiaries shall only be required to be Person as 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 are required by applicable Gaming Lawsborrower, the Company and/or applicable Loan Party shall, at their own expense, Required Lenders. The Agent shall use commercially reasonable efforts to promptly apply for and thereafter pursue such approvalsnotify the Lenders of the joinder to any Loan Document of any Person as a guarantor.

Additional Loan Parties. Upon (i) any Loan Party creating or acquiring any Subsidiary that is a wholly wholly-owned Restricted Subsidiary (other than an Excluded Subsidiary) after the Closing Date (including, without limitation, upon the formation of any Subsidiary that is a Delaware Divided LLC)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 wholly-owned Restricted Subsidiary (other than an Excluded Subsidiary) pursuant to Section 6.106.11, such Loan Party shall, to the extent that it does not violate any Gaming Law or, if necessary, is approved by has received the approval of the applicable Gaming Authority, (A) cause each such Subsidiary that is a Restricted Subsidiary (other than an Excluded Subsidiary) to promptly (but in any event within 180 days after the later of such event described in clause (i), (ii) or (iii) above or receipt of such approval (or such longer period of time as Administrative Agent may agree to in its reasonable discretion or as required to obtain any necessary Gaming Approval)), execute and deliver a Guaranty and all such other documents and certificates as Administrative Agent may reasonably request in order to have such Restricted Subsidiary become a Guarantor, Guarantor and (B) deliver to the Administrative Agent an opinion of Milbank LLP, counsel to the Loan Parties, and of local counsel to the Loan Parties in each jurisdiction in which the Loan Parties are formed, addressed to all legal opinions reasonably requested by the Administrative Agent and each Lender relating to the matters described above covering matters similar to those covered in the opinions delivered on the Closing DateDate with respect to such Guarantor; provided that, notwithstanding anything in this Section 6.08 Agreement to the contrary, any Excluded Immaterial Subsidiary that is a guarantor of any Material Indebtedness of the Borrowers Borrower or the Restricted Subsidiaries shall only be required to be 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 Borrower without further action by the Creditor Parties). To the extent approvals of any Gaming Authorities for any actions required by this Section are required by applicable Gaming Laws, the Company Borrower and/or applicable Loan Party shall, at their own expense, use commercially reasonable efforts to promptly (as reasonably determined by the Borrower in good faith) apply for and thereafter to pursue such approvals.

Additional Loan Parties. Upon Notify Lender at the time that any Person becomes a Subsidiary, and promptly thereafter (and in any event within fifteen (15) days), cause any such Person (a) which is not a CFC, to (i) any become a Loan Party creating by executing and delivering to Lender a Joinder Agreement or acquiring any Subsidiary that is a wholly owned Restricted Subsidiary (counterpart of the Facility Guaranty or such other than an Excluded Subsidiary) after the Closing Date (including, without limitation, upon the formation of any Subsidiary that is a Delaware Divided LLC)document as Lender shall deem appropriate for such purpose, (ii) ▇▇▇▇▇ ▇ ▇▇▇▇ to Lender on such Person’s assets of the type included in the Collateral to secure the Obligations, and (iii) deliver to Lender 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 (a)), and (b) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any Loan Party, to pledge such Equity Interests and promissory notes evidencing such Indebtedness (except that, if such Subsidiary that is a Restricted 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 Lender. 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. 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 ceasing to be 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 as long as Borrowers are in compliance with the requirements of 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 (but in any event within 180 days after the later of such event described in clause (i), (ii) or (iii) above or receipt of such approval (or such longer period of time as Administrative Agent may agree to in its reasonable discretion or as required to obtain any necessary Gaming Approval)), execute and deliver a Guaranty and all such other documents and certificates as Administrative Agent may reasonably request in order to have such Restricted Subsidiary become a Guarantor, (B) deliver to the Administrative Agent an opinion of Milbank LLP, counsel to the Loan Parties, and of local counsel to the Loan Parties in each jurisdiction in which the Loan Parties are formed, addressed to the Administrative Agent and each Lender relating to the matters described above covering matters similar to those covered in the opinions delivered on the Closing Date; provided that, notwithstanding anything in this Section 6.08 to the contrary, any Excluded Subsidiary that is a guarantor of any Material Indebtedness of the Borrowers or the Restricted Subsidiaries shall only be required to be 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 are required by applicable Gaming Laws, the Company and/or applicable Loan Party shall, at their own expense, use commercially reasonable efforts to promptly apply for and thereafter pursue such approvals7.16.

Additional Loan Parties. Upon Notify the Agent at the time that any Person (ix) any Loan Party creating or acquiring any Subsidiary that is becomes a wholly owned Restricted Subsidiary (other than any Excluded Subsidiary) or, (y) that is an Immaterial Subsidiary (and that is not otherwise an Excluded Subsidiary) after is designated by the Closing Date (including, without limitation, upon the formation Lead Borrower’s board of any Subsidiary that is a Delaware Divided LLC), (ii) any Subsidiary that is a Restricted Subsidiary of directors to become a Loan Party ceasing to be an Excluded for purposes of maintaining compliance with the thresholds set forth in the definition of “Immaterial Subsidiary, ” or (iiiz) any Subsidiary that is an Unrestricted Subsidiary becoming is designated by the Lead Borrower’s board of directors to become a wholly owned Restricted Subsidiary (other than and that is not otherwise 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, and in each case promptly thereafter (A) cause each such Subsidiary that is a Restricted Subsidiary (other than an Excluded Subsidiary) to promptly (but and in any event within 180 days after thirty (30) days) or such longer period as the later of Agent may agree, cause any such event described in clause Person (a) which is not an Excluded Subsidiary, to (i)) become a Loan Party by executing and delivering to the Agent a Joinder to this Agreement or a Joinder to the Facility Guaranty or such other documents as the Agent shall deem reasonably necessary for such purpose, (ii) or ▇▇▇▇▇ ▇ ▇▇▇▇ to the Agent on such Person’s assets of the same type that constitute Collateral to secure the Obligations, and (iii) above or receipt of such approval (or such longer period of time as Administrative Agent may agree to in its reasonable discretion or as required to obtain any necessary Gaming Approval)), execute and deliver a Guaranty and all such other documents and certificates as Administrative Agent may reasonably request in order to have such Restricted Subsidiary become a Guarantor, (B) deliver to the Administrative Agent an opinion documents of Milbank LLP, the types referred to in clauses (iii) and (iv) of Section 4.01(a) and reasonably acceptable opinions of counsel to such Person (which shall cover, among other things, the Loan Partieslegality, validity, binding effect and enforceability of the documentation referred to in clause (a)), and (b) if any Equity Interests or Indebtedness of local counsel such Person are owned by or on behalf of any Loan Party, to pledge such Equity Interests and promissory notes evidencing such Indebtedness, in each case in form, content and scope reasonably satisfactory to the Loan Parties Agent; provided, that a pledge of the Equity Interests of a CFC or CFC Holdco by a Person described in each jurisdiction in which clauses (x) or, (y) or (z) of this Section 6.12 shall be limited to 65% of the Loan Parties are formedoutstanding voting Equity Interests, addressed and 100% of the non-voting Equity Interests of such CFC or CFC Holdco, and such time period may be extended based on local law or practice). 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 Administrative 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 each Lender relating 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 matters described above covering matters similar joinder to those covered in the opinions delivered on the Closing Date; provided that, notwithstanding anything in this Section 6.08 to the contrary, any Excluded Subsidiary that is a guarantor Loan Document of any Material Indebtedness of the Borrowers or the Restricted Subsidiaries shall only be required to be Person as 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 are required by applicable Gaming Lawsborrower, the Company and/or applicable Loan Party shall, at their own expense, Required Lenderseach affected Lender. The Agent shall use commercially reasonable efforts to promptly apply for and thereafter pursue such approvalsnotify the Lenders of the joinder to any Loan Document of any Person as a guarantor.

Additional Loan Parties. Upon (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 such Material Operating Group Entity to (i) any become a Loan Party creating or acquiring any Subsidiary that is by delivering to the Agent a wholly owned Restricted Subsidiary Loan Party Joinder Agreement (other than an Excluded Subsidiarytogether with Annex 1 to the Intercompany Subordination Agreement) after the Closing Date (including, without limitation, upon the formation of any Subsidiary that is a Delaware Divided LLC)executed by such new Loan Party, (ii) any Subsidiary that is deliver to the Agent a Restricted Subsidiary certificate of a Loan Party ceasing such Material Operating Group Entity, substantially in the form of the certificates delivered pursuant to be an Excluded SubsidiarySection 3.1(d) through (f) on the Closing Date, or with appropriate insertions and attachments, and (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 reasonably requested by the Gaming AuthorityAgent, (A) cause each such Subsidiary that is a Restricted Subsidiary (other than an Excluded Subsidiary) to promptly (but in any event within 180 days after the later of such event described in clause (i), (ii) or (iii) above or receipt of such approval (or such longer period of time as Administrative Agent may agree to in its reasonable discretion or as required to obtain any necessary Gaming Approval)), execute and deliver a Guaranty and all such other documents and certificates as Administrative Agent may reasonably request in order to have such Restricted Subsidiary become a Guarantor, (B) deliver to the Administrative Agent an opinion of Milbank LLP, counsel to the Loan Parties, and of local counsel to the Loan Parties in each jurisdiction in which the Loan Parties are formed, addressed to the Administrative Agent and each Lender legal opinions relating to the matters described above covering matters similar above, which opinions shall be in form and substance, and from Proskauer Rose LLP or other counsel, reasonably satisfactory to those covered the Agent; provided, that in the opinions delivered on the Closing Date; provided thatcase of any Material Operating Group Entity that is an Immaterial Subsidiary, notwithstanding anything in such Immaterial Subsidiary shall not be required to comply with this Section 6.08 5.7(a) so long as the aggregate Management Fees paid or payable directly to the contraryLoan Parties during the four fiscal quarter period preceding such 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 Excluded 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 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 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 is required to become a Loan Party pursuant to Section 5.7(a)), the Borrower shall be required to 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 a Fifth Street Fund, 20 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. (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 guarantor disregarded entity or partnership for United States federal income tax purposes and holds the equity interests of any Material Indebtedness of one or more Foreign Subsidiaries), then the Borrowers or the Restricted Subsidiaries Loan Parties shall only not be required to be a Guarantor until such time as its guaranty of such Material Indebtedness is released comply with Section 5.7(a) if (at which time it shall be released by i) compliance would result in any material adverse tax consequence to the Administrative Agent from the Guaranty on the request Loan Parties or Holdings, or (ii) would cause any Loan Party to have material inclusions in income under Section 956 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 are required by applicable Gaming Laws, the Company and/or applicable Loan Party shall, at their own expense, use commercially reasonable efforts to promptly apply for and thereafter pursue such approvalsCode.

Additional Loan Parties. Upon (i) Promptly notify the Agent at the time that any Loan Party creating Person becomes a Subsidiary or acquiring any Subsidiary that is a wholly owned Restricted Subsidiary (other than an Excluded Subsidiary) after the Closing Date (including, without limitation, upon the formation of any Subsidiary that is a Delaware Divided LLC), (ii) any Subsidiary that is a Restricted Subsidiary of a Loan Party ceasing to be an Excluded Subsidiary, or (iii) any Subsidiary Person that is an Unrestricted Subsidiary becoming becomes a wholly Restricted Subsidiary, and cause any such Person that is a wholly-owned Restricted Domestic Subsidiary (other than an Excluded Subsidiary) pursuant to Section 6.10, such Loan Party shall, to of the extent that it does not violate any Gaming Law or, if necessary, is approved by the Gaming Authority, (A) cause each such Subsidiary Lead Borrower that is a Restricted Subsidiary (other than an Excluded Subsidiarya 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 (but and in any event within 180 days after the later fifteen (15) Business Days of such event described in clause Person becoming a Subsidiary or a Restricted Subsidiary, as the case may be, or such later date as the Agent may agree), (i)) become a Loan Party (including, if acceptable to the Agent, an additional borrower) by executing and delivering to the Agent a Joinder Agreement or such other documents as the Agent shall reasonably deem appropriate for such purpose, (ii) or g▇▇▇▇ ▇ ▇▇▇▇ to the Agent on such Person’s assets of the same type that constitute Collateral to secure the Obligations and take such actions as may be required under the Security Documents to perfect such Lien, and (iii) above or receipt of such approval (or such longer period of time as Administrative Agent may agree to in its reasonable discretion or as required to obtain any necessary Gaming Approval)), execute and deliver a Guaranty and all such other documents and certificates as Administrative Agent may reasonably request in order to have such Restricted Subsidiary become a Guarantor, (B) deliver to the Administrative Agent an opinion documents of Milbank LLPthe types referred to in clauses (iii) and (iv) of Section 4.01(a); and (b) if reasonably requested by the Agent, deliver customary opinions of counsel to such Person in connection with the Loan Partiesforegoing clause (a) in form, content and of local counsel scope reasonably satisfactory to the Loan Parties in each jurisdiction in which the Loan Parties are formed, addressed to the Administrative Agent and each Lender relating to the matters described above covering matters similar to those covered in the opinions delivered on the Closing DateAgent; provided that, notwithstanding anything for the avoidance of doubt, in this Section 6.08 to the contrary, no event shall any Excluded Subsidiary that is not a guarantor of any Material Indebtedness of the Borrowers or the Restricted Subsidiaries shall only Domestic Subsidiary be required to guarantee or provide Collateral to secure any Obligations. In no event shall compliance with this Section 6.11 waive or be deemed a Guarantor waiver or consent to any transaction giving rise to the need to comply with this Section 6.11 if such transaction was not otherwise expressly permitted by this Agreement or permit the inclusion of any acquired assets in the computation of the Borrowing Base until such time as the Agent has conducted 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 are required by applicable Gaming Laws, the Company and/or applicable Loan Party shall, at their own expense, use commercially reasonable efforts to promptly apply for and thereafter pursue such approvalsdiligence with respect thereto.

Additional Loan Parties. Upon (a) Notify the Administrative Agent at the time that any Person becomes a Subsidiary or is otherwise required to join as a Loan Party, and promptly thereafter (and in any event within fifteen (15) days) (or such longer period as the Administrative Agent may agree), cause any such Person to (i) any become a Loan Party creating by executing and delivering to the Administrative Agent a Joinder Agreement or acquiring 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 to the extent required under the Security Documents, and (iii) deliver to the Administrative Agent documents of the types referred to in clauses (ii) and (iii) 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 (x)). 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 any Borrowing Base. At all times, the Loan Parties shall cause each Subsidiary that is a wholly owned Restricted Subsidiary “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 an Excluded Subsidiarythe assets described in Section 5.13(b) after hereof or other assets not of the Closing Date same type that constitutes Collateral (including, without limitation, upon which other assets are not used in connection with any of the formation of any Subsidiary that is a Delaware Divided LLCLoan Parties’ business operations)), cause such Person to (iiA) any Subsidiary that is a Restricted Subsidiary of become a Loan Party ceasing by executing and delivering to be an Excluded Subsidiarythe 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, or (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) any Subsidiary that is an Unrestricted Subsidiary becoming a wholly owned Restricted Subsidiary and (iv) of Section 4.01(a) and favorable opinions of counsel to such Person (which shall cover, among other than an Excluded Subsidiary) pursuant things, the legality, validity, binding effect and enforceability of the documentation referred 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 (but in any event within 180 days after the later of such event described in clause (i), (ii) or (iii) above or receipt of such approval (or such longer period of time as Administrative Agent may agree subject to in its reasonable discretion or as required to obtain any necessary Gaming Approval)customary assumptions and qualifications), execute all of the foregoing to be in form, content and deliver a Guaranty and all such other documents and certificates as Administrative Agent may scope reasonably request in order to have such Restricted Subsidiary become a Guarantor, (B) deliver satisfactory to the Administrative Agent an opinion of Milbank LLP, counsel to the Loan Parties, and of local counsel to the Loan Parties in each jurisdiction in which the Loan Parties are formed, addressed to the Administrative Agent and each Lender relating to the matters described above covering matters similar to those covered in the opinions delivered on the Closing Date; provided that, notwithstanding anything in this Section 6.08 to the contrary, any Excluded Subsidiary that is a guarantor of any Material Indebtedness of the Borrowers or the Restricted Subsidiaries shall only be required to be 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 are required by applicable Gaming Laws, the Company and/or applicable Loan Party shall, at their own expense, use commercially reasonable efforts to promptly apply for and thereafter pursue such approvalsAgent.

Additional Loan Parties. Upon Additional U.S. Loan Parties. Subject to Applicable Law and any exceptions set forth in the U.S. Security Agreement, each U.S. Loan Party shall cause (i) any Loan Party creating or acquiring any Subsidiary that is a wholly owned Restricted Subsidiary each of its Domestic Subsidiaries (other than an any Excluded Subsidiary) formed or acquired after the Closing Date (including, without limitation, upon date of this Agreement in accordance with the formation terms of any Subsidiary that is a Delaware Divided LLC), this Agreement and (ii) any Domestic Subsidiary that was an Excluded Subsidiary but has ceased to be an Excluded Subsidiary, 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 a U.S. Borrower (in the case of any Domestic Subsidiary that is a Restricted Subsidiary of a Loan Party ceasing to be 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 6.10, 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 and is a Restricted Subsidiary (other than an Excluded Subsidiarybeneficial owner of assets included in the U.S. Borrowing Base) to promptly (but 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 any event within 180 days after such capacity under the later of such event described in clause (i)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 property (iiisubject to the limitations with respect to Equity Interests set forth in paragraph (b) above or receipt of this Section 5.11, the limitations with respect to real property set forth in paragraph (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 property is excessive in relation to the value of the security to be afforded by such property) of such approval (or U.S. Loan Party which constitutes U.S. Collateral, on such longer period of time terms as Administrative Agent may agree to in its reasonable discretion or as be required to obtain any necessary Gaming Approval)), execute and deliver a Guaranty and all such other documents and certificates as Administrative Agent may reasonably request in order to have such Restricted Subsidiary become a Guarantor, (B) deliver pursuant to the Administrative Agent an opinion terms of Milbank LLP, counsel the Collateral Documents and in such priority as may be required pursuant to the Loan Parties, and terms of local counsel the ABL Intercreditor Agreement. Subject to the approval of the Agent and the Co-Collateral Agent, each Domestic Subsidiary that executes a Joinder Agreement pursuant to which such U.S. Loan Parties in each jurisdiction in which Party agrees to be bound as a U.S. Borrower hereunder shall permit the Loan Parties are formed, addressed completion of a field examination and appraisal (at the U.S. Borrowers’ cost) with results satisfactory to the Administrative Agent and each Lender relating to the matters described above covering matters similar to those covered in the opinions delivered on the Closing Date; provided that, notwithstanding anything in this Section 6.08 to the contrary, any Excluded Subsidiary that is a guarantor of any Material Indebtedness of the Borrowers or the Restricted Subsidiaries shall only be required to be 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 are required by applicable Gaming Laws, the Company and/or applicable Loan Party shall, at their own expense, use commercially reasonable efforts to promptly apply for and thereafter pursue such approvalsCo-Collateral Agent.

Additional Loan Parties. Upon (i) Promptly notify the Agent at the time that any Loan Party creating Person becomes a Subsidiary or acquiring any Subsidiary that is a wholly owned Restricted Subsidiary (other than an Excluded Subsidiary) after the Closing Date (including, without limitation, upon the formation of any Subsidiary that is a Delaware Divided LLC), (ii) any Subsidiary that is a Restricted Subsidiary of a Loan Party ceasing to be an Excluded Subsidiary, or (iii) any Subsidiary Person that is an Unrestricted Subsidiary becoming becomes a wholly Restricted Subsidiary, and cause any such Person that is a wholly-owned Restricted Domestic Subsidiary (other than an Excluded Subsidiary) pursuant to Section 6.10, such Loan Party shall, to of the extent that it does not violate any Gaming Law or, if necessary, is approved by the Gaming Authority, (A) cause each such Subsidiary Lead Borrower that is a Restricted Subsidiary (other than an Excluded Subsidiarya 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 (but and in any event within 180 days after the later fifteen (15) Business Days of such event described in clause Person becoming a Subsidiary or a Restricted Subsidiary, as the case may be, or such later date as the Agent may agree), (i)) become a Loan Party (including, if acceptable to the Agent, an additional borrower) by executing and delivering to the Agent a Joinder Agreement or such other documents as the Agent shall reasonably deem appropriate for such purpose, (ii) or g▇▇▇▇ ▇ ▇▇▇▇ to the Agent on such Person’s assets of the same type that constitute Collateral to secure the Obligations and take such actions as may be required under the Security Documents to perfect such Lien, and (iii) above or receipt of such approval (or such longer period of time as Administrative Agent may agree to in its reasonable discretion or as required to obtain any necessary Gaming Approval)), execute and deliver a Guaranty and all such other documents and certificates as Administrative Agent may reasonably request in order to have such Restricted Subsidiary become a Guarantor, (B) deliver to the Administrative Agent an opinion documents of Milbank LLPthe types referred to in clauses (iii) and (iv) of Section 4.01(a); and (b) if reasonably requested by the Agent, deliver customary opinions of counsel to such Person in connection with the Loan Partiesforegoing clause (a) in form, content and of local counsel scope reasonably satisfactory to the Loan Parties in each jurisdiction in which the Loan Parties are formed, addressed to the Administrative Agent and each Lender relating to the matters described above covering matters similar to those covered in the opinions delivered on the Closing DateAgent; provided that, for the avoidance of doubt, notwithstanding anything in this Section 6.08 to the contrarycontrary herein or in any other Loan Document, in no event shall any Excluded Subsidiary that is not a guarantor of any Material Indebtedness of the Borrowers or the Restricted Subsidiaries shall only Domestic Subsidiary be required to guarantee or provide Collateral to secure any Obligations. In no event shall compliance with this Section 6.11 waive or be deemed a Guarantor waiver or consent to any transaction giving rise to the need to comply with this Section 6.11 if such transaction was not otherwise expressly permitted by this Agreement or permit the inclusion of any acquired assets in the computation of the Borrowing Base until such time as the Agent has conducted 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 are required by applicable Gaming Laws, the Company and/or applicable Loan Party shall, at their own expense, use commercially reasonable efforts to promptly apply for and thereafter pursue such approvalsdiligence with respect thereto.

Additional Loan Parties. Upon Excluding for purposes hereof INS Insurance, Inc. and ▇▇▇▇▇▇▇▇▇ Receivables Corporation (but only so long as ▇▇▇▇▇▇▇▇▇ Receivables Corporation is a Receivables Financing SPC), each of which shall not be a Guarantor hereunder, where Domestic Subsidiaries of the Borrower or the Parent 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) any Loan Party creating or acquiring any Subsidiary that is a wholly owned Restricted Subsidiary twenty percent (other than an Excluded Subsidiary) after the Closing Date (including, without limitation, upon the formation of any Subsidiary that is a Delaware Divided LLC20%), in the aggregate, of Consolidated Total Assets, or (ii) any Subsidiary that is a Restricted Subsidiary twenty percent (20%), in the aggregate, of a Loan Party ceasing to be 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 6.10, such Loan Party shall, to the extent that it does not violate any Gaming Law or, if necessary, is approved by the Gaming AuthorityConsolidated Net Income, (A) cause each such Subsidiary that is a Restricted Subsidiary (other than an Excluded Subsidiary) to promptly (but in any event within 180 days after collectively, the later of such event described in clause (i“Threshold Requirement”), (ii) or (iii) above or receipt of such approval (or such longer period of time as the Borrower and/or the Parent shall so notify the Administrative Agent may agree and shall cause one or more Domestic Subsidiaries to in its reasonable discretion or as required to obtain any necessary Gaming Approval)), execute become a “Guarantor” hereunder by (x) executing a Joinder Agreement and deliver a Guaranty and all (y) delivering such other documents and certificates documentation as the Administrative Agent may reasonably request in order connection with the foregoing, including, without limitation, certified resolutions and other organizational and authorizing documents of such Person and favorable opinions of counsel to have such Restricted Subsidiary become a GuarantorPerson (which shall cover, (B) deliver among other things, the legality, validity, binding effect and enforceability of the documentation referred to above), all in form, content and scope reasonably satisfactory to the Administrative Agent an opinion such that immediately after the joinder of Milbank LLPsuch Domestic Subsidiaries as Guarantors hereunder, counsel to the Loan Partiesremaining Non-Guarantor Subsidiaries shall not, either individually or as a group, exceed the Threshold Requirement. The Borrower and the Parent may require the release of local counsel to the Loan Parties in each jurisdiction in which the Loan Parties are formed, addressed to the Administrative Agent and each Lender relating to the matters described above covering matters similar to those covered in the opinions delivered on the Closing Date; provided that, notwithstanding anything in this Section 6.08 to the contrary, any Excluded Domestic Subsidiary that is a guarantor of any Material Indebtedness of the Borrowers or the Restricted Guarantor provided that (1) after giving effect to such release, all Non-Guarantor Subsidiaries shall only be required not, either individually or as a group, exceed the Threshold Requirement, and (2) before and after giving effect to be a Guarantor until such time as its guaranty of such Material Indebtedness is released (at which time it shall be released by release, no Default exists. The Lenders authorize the Administrative Agent to release any Domestic Subsidiary that is a Guarantor pursuant to the terms of the immediately preceding sentence, and the Administrative Agent may conclusively rely on a certificate from the Guaranty on Borrower certifying that the request conditions for such release are satisfied. The Borrower and the Parent represent to the Lenders that no notification is required under this Section 5.11 as of the Company without further action by the Creditor Parties)date hereof. To the extent approvals of any Gaming Authorities for any actions required by this Section are required by applicable Gaming Laws, the Company and/or applicable Loan Party shall, at their own expense, use commercially reasonable efforts to promptly apply for and thereafter pursue such approvals.68

Additional Loan Parties. Upon Notify the Administrative Agent at the time that any Person becomes a Subsidiary, and promptly thereafter (and in any event within fifteen (15) days), cause any such Person (a) which is not a CFC, to (i) any become a Loan Party creating by executing and delivering to the Administrative Agent a Joinder Agreement or acquiring any Subsidiary that is a wholly owned Restricted Subsidiary (counterpart of the Facility Guaranty or such other than an Excluded Subsidiary) after document as the Closing Date (including, without limitation, upon the formation of any Subsidiary that is a Delaware Divided LLC)Administrative Agent shall deem appropriate for such purpose, (ii) any Subsidiary that is a Restricted Subsidiary ▇▇▇▇▇ ▇ ▇▇▇▇ to the Administrative Agent on such Person’s assets of a Loan Party ceasing the type included in the Collateral to be an Excluded Subsidiarysecure the Obligations, or and (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 (but in any event within 180 days after the later of such event described in clause (i), (ii) or (iii) above or receipt of such approval (or such longer period of time as Administrative Agent may agree to in its reasonable discretion or as required to obtain any necessary Gaming Approval)), execute and deliver a Guaranty and all such other documents and certificates as Administrative Agent may reasonably request in order to have such Restricted Subsidiary become a Guarantor, (B) deliver to the Administrative Agent an opinion documents of Milbank LLP, 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 Loan Partieslegality, 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 or on behalf of any Loan Party, to pledge such Equity Interests and promissory notes evidencing such Indebtedness (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 counsel to the Loan Parties law or practice), in each jurisdiction case in which the Loan Parties are formedform, addressed content and scope reasonably satisfactory to the Administrative Agent and each Lender relating Agent. 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 matters described above covering matters similar need to those covered 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 opinions delivered on the Closing Date; provided that, notwithstanding anything in this Section 6.08 to the contrary, any Excluded Subsidiary that is a guarantor of any Material Indebtedness computation of the Borrowers or the Restricted Subsidiaries shall only be required to be 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 are required by applicable Gaming Laws, the Company and/or applicable Loan Party shall, at their own expense, use commercially reasonable efforts to promptly apply for and thereafter pursue such approvalsBorrowing Base.

Additional Loan Parties. Upon (i) Notify the Administrative Agent at the time that any Loan Party creating or acquiring any Person becomes a Subsidiary, and whether the Borrower in its discretion elects to cause such Subsidiary that is a wholly owned Restricted Subsidiary (other than an Excluded Subsidiary) after the Closing Date (including, without limitation, upon the formation of any Subsidiary that is a Delaware Divided LLC), (ii) any Subsidiary that is a Restricted Subsidiary of to become a Loan Party ceasing (it being acknowledged by the Credit Parties that the Borrower is not obligated to be an Excluded Subsidiary, cause such Subsidiary to become a Loan Party) and if any Equity Interests or (iii) Indebtedness of such Person are owned by 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 shallParty, to the extent that it does not violate any Gaming Law or, if necessary, is approved by the Gaming Authority, promptly thereafter (A) cause each such Subsidiary that is a Restricted Subsidiary (other than an Excluded Subsidiary) to promptly (but and in any event within 180 thirty (30) days after the later of such event described in clause (i), (ii) or (iii) above or receipt of such approval (or such longer period of time as the Administrative Agent may agree 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 discretion each 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 required to obtain any necessary Gaming Approval)the Administrative Agent shall agree), execute cause any such Person (a) to become a Loan Party by executing and deliver a Guaranty and all such other documents and certificates as delivering to the Administrative Agent may reasonably request in order to have such Restricted Subsidiary become a GuarantorJoinder Agreement, (Bb) to ▇▇▇▇▇ ▇ ▇▇▇▇ to the Collateral Agent on such Person’s assets to secure the Obligations and Other Liabilities on the same types of assets which constitute Collateral under the Security Documents, and (c) to deliver to the Administrative Agent an opinion of Milbank LLP, counsel to the Loan Parties, and of local counsel to the Loan Parties in each jurisdiction in which the Loan Parties are formed, addressed to the Administrative Agent and each Lender relating to the matters described above covering matters similar to those covered in the opinions delivered on the Closing Date; provided that, notwithstanding anything in this Section 6.08 to the contrary, any Excluded Subsidiary that is a guarantor of any Material Indebtedness documents of the Borrowers or the Restricted Subsidiaries shall only be required types referred to be a Guarantor until such time as its guaranty in clauses (iii) and (iv) of such Material Indebtedness is released (at which time it shall be released Section 4.01(a) and, if requested by the Administrative Agent from Agent, favorable opinions of counsel to such Person (which shall cover, among other things, the Guaranty on the request legality, validity, binding effect and enforceability of the Company without further action by the Creditor Partiesdocumentation referred to above). To 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 extent approvals 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 Gaming Authorities for any actions required by this Section are required by applicable Gaming Laws, acquired assets in the Company and/or applicable Loan Party shall, at their own expense, use commercially reasonable efforts to promptly apply for and thereafter pursue such approvalscomputation of the Borrowing Base.

Additional Loan Parties. Upon (i) Notify the Administrative Agent promptly after any Loan Party creating or acquiring any Subsidiary that is Person becomes a wholly owned Restricted Subsidiary (other than an any Excluded Subsidiary but including any Unrestricted Subsidiary being reclassified as a Restricted Subsidiary) after of the Closing Date Parent, and promptly thereafter (including, without limitation, upon the formation of any Subsidiary that is a Delaware Divided LLC), (ii) any Subsidiary that is a Restricted Subsidiary of a Loan Party ceasing to be 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 6.10, 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 (but and in any event within 180 days after fifteen (15) Business Days) if requested by the later Administrative Agent, (%4) cause any such Person to become a Borrower or Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement to this Agreement or a counterpart of the Facility Guaranty or such event described in clause other document as the Administrative Agent shall deem reasonably appropriate for such purpose, (i%4) subject to the requirements of Section 6.14(b), (ii) or (iii) above or receipt of such approval (or such longer period of time as ▇▇▇▇▇ ▇ ▇▇▇▇ to the Administrative Agent may agree on such Person’s assets on the same types of assets which constitute Collateral under the Security Documents to in its reasonable discretion or as required to obtain any necessary Gaming Approval))secure the Obligations, execute and deliver a Guaranty and all such other documents and certificates as Administrative Agent may reasonably request in order to have such Restricted Subsidiary become a Guarantor, (B%4) deliver to the Administrative Agent an opinion documents of Milbank LLPthe types referred to in clauses (iii) and (iv) of Section 4.01 and if requested by the Administrative Agent, favorable opinions of counsel to such Person (which shall cover, among other things, the Loan Partieslegality, validity, binding effect and enforceability of the documentation referred to in clause (a)), and of local counsel 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 Parties Party, to pledge such Equity Interests and promissory notes evidencing such Indebtedness, in each jurisdiction case in which form, content and scope reasonably satisfactory to the Loan Parties are formedAdministrative Agent. In addition, addressed for purposes of compliance with Section 6.01, any direct or indirect parent entity of the Parent may become a guarantor by executing and delivering to the Administrative Agent and each Lender relating a guarantee agreement in a form satisfactory to the matters described above covering matters similar to those covered in Administrative Agent which shall be executed by the opinions delivered on the Closing DateParent and such parent; provided that, notwithstanding anything in this Section 6.08 to the contrary, any Excluded Subsidiary that is a guarantor of any Material Indebtedness of the Borrowers or the Restricted Subsidiaries such parent entity shall only not otherwise be required deemed to be a Guarantor until “Borrower”, “Guarantor” or “Loan Party” for any purpose under this Agreement. In no event shall compliance with this Section 6.11 waive or be deemed a waiver or consent to any transaction giving rise to the need to comply with this Section 6.11 if such time as its guaranty 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 Material Indebtedness is released (at which time it shall be released by Person as a Borrower or Guarantor or permit the Administrative Agent from inclusion of any acquired assets in the Guaranty on the request computation 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 are required by applicable Gaming Laws, the Company and/or applicable Loan Party shall, at their own expense, use commercially reasonable efforts to promptly apply for and thereafter pursue such approvalsBorrowing Base.

Additional Loan Parties. Upon (i) any Loan Party creating or acquiring any Subsidiary that is a wholly wholly-owned Restricted Subsidiary (other than an Immaterial Subsidiary or Excluded Subsidiary) after the Closing Date (including, without limitation, upon the formation of any Subsidiary that is a Delaware Divided LLC)Date, (ii) any Subsidiary that is a Restricted Subsidiary of a Loan Party ceasing to be an Excluded Immaterial Subsidiary, (iii) any Immaterial Subsidiary providing a guarantee of any Material Indebtedness or (iiiiv) any Subsidiary that is an Unrestricted Subsidiary becoming a wholly wholly-owned Restricted Subsidiary (other than an Immaterial Subsidiary or Excluded Subsidiary) pursuant to Section 6.106.11, such Loan Party shall, to the extent that it does not violate any Gaming Law or, if necessary, is approved by the Gaming AuthorityLaw, (A) cause each such Subsidiary that is a Restricted Subsidiary (other than an Excluded Immaterial Subsidiary, except for any Immaterial Subsidiary listed in clause (iii) above)) to promptly (but in any event within 180 days after the later of such event described in clause (i), (ii), (iii) or (iiiiv) above or receipt of such approval (or such longer period of time as the Administrative Agent may agree to in its reasonable discretion or as required to obtain any necessary Gaming Approval)), execute and deliver a Guaranty and all such other documents and certificates as the Administrative Agent may reasonably request in order to have such Restricted Subsidiary become a Guarantor, (B) deliver to the Administrative Agent an opinion of Milbank LLP, counsel to the Loan Parties, and of local counsel to the Loan Parties in each jurisdiction in which the Loan Parties are formed, addressed to all legal opinions reasonably requested by the Administrative Agent and each Lender relating to the matters described above covering matters similar to those covered in the opinions delivered on the Closing DateDate with respect to such Guarantor, (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 (D) 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 Section 4.01(a)(iv)(A) – (F) hereof; provided that, notwithstanding anything in this Section 6.08 to the contrary, any Excluded Immaterial Subsidiary that is a guarantor of any Material Indebtedness of the Borrowers Borrower or the Restricted Subsidiaries shall only be required to be 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 Borrower without further action by the Creditor Parties). To the extent approvals of any Gaming Authorities Approvals are required for any actions required by this Section are required by applicable Gaming Laws6.08, the Company Borrower and/or applicable Loan Party shall, at their own expense, use commercially reasonable efforts to promptly apply for and thereafter diligently pursue such approvalsGaming Approvals; provided further, however, that (i) no funds held in the Term A Loan Proceeds Account or the Revolving 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. Upon Notify the Agent at the time that any Person becomes a domestic Subsidiary, and promptly thereafter (and in any event within fifteen (15) Business Days or such longer period as may be agreed to by the KKR Representative in its reasonable discretion), cause any such Person (a) which does not qualify as a Non-Guarantor Subsidiary to (i) any become a Loan Party creating by executing and delivering to the Agent a joinder to this Agreement or acquiring a joinder to the Facility Guaranty or such other documents as the KKR Representative shall deem appropriate for such purpose, (ii) g▇▇▇▇ ▇ ▇▇▇▇ to the 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 Agent documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a) and 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 Subsidiary that is a wholly owned Restricted Subsidiary Equity Interests or Indebtedness of such Person (other than an Excluded Subsidiary) after the Closing Date (including, without limitation, upon the formation are owned by or on behalf of any Loan Party, to pledge such Equity Interests and promissory notes evidencing such Indebtedness (except that, if such Subsidiary that is a Delaware Divided LLC)CFC, (ii) any the Equity Interests of such Subsidiary that is a Restricted Subsidiary of a Loan Party ceasing to be an Excluded pledged 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, or (iii) any Subsidiary that is an Unrestricted Subsidiary becoming a wholly owned Restricted Subsidiary (other than an Excluded Subsidiary) pursuant to Section 6.10in each case in form, such Loan Party shall, content and scope reasonably satisfactory to the extent KKR Representative (it being understood that it does not violate any Gaming Law or, if necessary, is approved by in no event shall the Gaming Authority, (A) cause each such Subsidiary that is a Restricted Subsidiary (other than an Excluded Subsidiary) to promptly (but in any event within 180 days after the later of such event described in clause (i), (ii) or (iii) above or receipt of such approval (or such longer period of time as Administrative Agent may agree to in its reasonable discretion or as Borrower be required to obtain take any necessary Gaming Approval)), execute and deliver a Guaranty and all such other documents and certificates as Administrative Agent may reasonably request action outside of the United States in order to have such Restricted create or perfect any security interest in any Equity Interests of a foreign Subsidiary become and no foreign Law security or pledge agreements, deeds, filings or searches will be required)). In no event shall compliance with this Section 6.11 waive or be deemed a Guarantor, (B) deliver waiver or Consent to any transaction giving rise to the Administrative Agent an opinion of Milbank LLP, counsel need to the Loan Parties, and of local counsel to the Loan Parties in each jurisdiction in which the Loan Parties are formed, addressed to the Administrative Agent and each Lender relating to the matters described above covering matters similar to those covered in the opinions delivered on the Closing Date; provided that, notwithstanding anything in comply with this Section 6.08 6.11 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to the contraryconstitute, with respect to any Excluded Subsidiary that is a guarantor of any Material Indebtedness of the Borrowers or the Restricted Subsidiaries shall only be required to be a Guarantor until such time as its guaranty Subsidiary, an approval 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 are required by applicable Gaming Laws, the Company and/or applicable Loan Party shall, at their own expense, use commercially reasonable efforts to promptly apply for and thereafter pursue such approvalsPerson as a Borrower.

Additional Loan Parties. Upon (i) Notify the Administrative Agent promptly after any Loan Party creating or acquiring any Subsidiary that is Person becomes a wholly owned Restricted Subsidiary (other than an Excluded Subsidiary) after the Closing Date (including, without limitation, upon the formation of any Subsidiary that is a Delaware Divided LLC), (ii) any Subsidiary that is a Restricted Subsidiary of a Loan Party ceasing to be an Excluded Wholly Owned Subsidiary, or and promptly thereafter (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 (but and in any event within 180 thirty (30) days after the later of such event described in clause (i), (ii) or (iii) above or receipt of such approval (or such longer period of time as may be agreed to by the Administrative Agent may agree to in its reasonable discretion 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 as required to obtain any necessary Gaming Approval)), execute and deliver a Guaranty and all such other documents and certificates as Administrative Agent may reasonably request in order to have such Restricted Subsidiary (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, (Bii) ▇▇▇▇▇ ▇ ▇▇▇▇ to the Collateral Agent on such Person’s assets to secure the Obligations, and (iii) deliver to the Administrative Agent an opinion documents of Milbank LLPthe types referred to in Sections 4.01(a)(iii), 4.01(a)(iv), 4.01(a)(xv) and 4.01(a)(xvi) and customary opinions of counsel to such Person as to such matters concerning such Person and the Loan PartiesDocuments 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 counsel to the Loan Parties law or practice), in each jurisdiction case in which the Loan Parties are formedform, addressed content and scope reasonably satisfactory to the Administrative Agent Agent. For the avoidance of doubt, no assets of a CFC, and each Lender relating to the matters described above covering matters similar to those covered in the opinions delivered on the Closing Date; provided that, notwithstanding anything in this Section 6.08 to the contrary, any Excluded no Equity Interests of a Subsidiary that is a guarantor of any Material Indebtedness of the Borrowers or the Restricted Subsidiaries CFC, shall only 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 Guarantor until waiver or Consent to any transaction giving rise to the need to comply with this Section 6.12 if such time as its guaranty 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 Material Indebtedness is released (at which time it shall be released by Person as a Borrower or permit the Administrative Agent from inclusion of any acquired assets in the Guaranty on the request computation 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 are required by applicable Gaming Laws, the Company and/or applicable Loan Party shall, at their own expense, use commercially reasonable efforts to promptly apply for and thereafter pursue such approvalsBorrowing Base.

Additional Loan Parties. Upon Additional U.S. Loan Parties. Subject to Applicable Law and any exceptions set forth in the U.S. Security Agreement, each U.S. Loan Party shall cause (i) any Loan Party creating or acquiring any Subsidiary that is a wholly owned Restricted Subsidiary each of its Domestic Subsidiaries (other than an any Excluded Subsidiary) formed or acquired after the Closing Date (including, without limitation, upon date of this Agreement in accordance with the formation terms of any Subsidiary that is a Delaware Divided LLC), this Agreement and (ii) any Domestic Subsidiary that was an Excluded Subsidiary but has ceased to be an Excluded Subsidiary, 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 of a Loan Party ceasing to be 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 6.10, 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 and is a Restricted Subsidiary (other than an Excluded Subsidiarybeneficial owner of assets included in the U.S. Borrowing Base) to promptly (but 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 any event within 180 days after such capacity under the later of such event described in clause (i)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 property (iiisubject to the limitations with respect to Equity Interests set forth in paragraph (bc) above or receipt of this Section 5.11, the limitations with respect to real property set forth in paragraph (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 property is excessive in relation to the value of the security to be afforded by such property) of such approval (or U.S. Loan Party which constitutes U.S. Collateral, on such longer period of time terms as Administrative Agent may agree to in its reasonable discretion or as be required to obtain any necessary Gaming Approval)), execute and deliver a Guaranty and all such other documents and certificates as Administrative Agent may reasonably request in order to have such Restricted Subsidiary become a Guarantor, (B) deliver pursuant to the Administrative Agent an opinion terms of Milbank LLP, counsel the Collateral Documents and in such priority as may be required pursuant to the Loan Parties, and terms of local counsel the ABL Intercreditor Agreement. Subject to the approval of the Agent and the Co-Collateral Agent, each Domestic Subsidiary that executes a Joinder Agreement pursuant to which such U.S. Loan Parties in each jurisdiction in which Party agrees to be bound as a U.S. Borrower hereunder shall permit the Loan Parties are formed, addressed completion of a field examination and appraisal (at the U.S. Borrowers’ cost) with results satisfactory to the Administrative Agent and each Lender relating to the matters described above covering matters similar to those covered in the opinions delivered on the Closing Date; provided that, notwithstanding anything in this Section 6.08 to the contrary, any Excluded Subsidiary that is a guarantor of any Material Indebtedness of the Borrowers or the Restricted Subsidiaries shall only be required to be 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 are required by applicable Gaming Laws, the Company and/or applicable Loan Party shall, at their own expense, use commercially reasonable efforts to promptly apply for and thereafter pursue such approvalsCo-Collateral Agent.

Additional Loan Parties. Upon (i) Promptly notify the Agent at the time that any Loan Party creating Person becomes a Subsidiary or acquiring any Subsidiary that is a wholly owned Restricted Subsidiary (other than an Excluded Subsidiary) after the Closing Date (including, without limitation, upon the formation of any Subsidiary that is a Delaware Divided LLC), (ii) any Subsidiary that is a Restricted Subsidiary of a Loan Party ceasing to be an Excluded Subsidiary, or (iii) any Subsidiary Person that is an Unrestricted Subsidiary becoming becomes a wholly Restricted Subsidiary, 109 and cause any such Person that is a wholly-owned Restricted Domestic Subsidiary (other than an Excluded Subsidiary) pursuant to Section 6.10, such Loan Party shall, to of the extent that it does not violate any Gaming Law or, if necessary, is approved by the Gaming Authority, (A) cause each such Subsidiary Lead Borrower that is a Restricted Subsidiary (other than an Excluded Subsidiarya 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 (but and in any event within 180 days after the later fifteen (15) Business Days of such event described in clause Person becoming a Subsidiary or a Restricted Subsidiary, as the case may be, or such later date as the Agent may agree), (i)) become a Loan Party (including, if acceptable to the Agent, an additional borrower) by executing and delivering to the Agent a Joinder Agreement or such other documents as the Agent shall reasonably deem appropriate for such purpose, (ii) or grant a ▇▇▇▇ ▇▇ ▇▇▇ Agent on such Person’s assets of the same type that constitute Collateral to secure the Obligations and take such actions as may be required under the Security Documents to perfect such Lien, and (iii) above or receipt of such approval (or such longer period of time as Administrative Agent may agree to in its reasonable discretion or as required to obtain any necessary Gaming Approval)), execute and deliver a Guaranty and all such other documents and certificates as Administrative Agent may reasonably request in order to have such Restricted Subsidiary become a Guarantor, (B) deliver to the Administrative Agent an opinion documents of Milbank LLPthe types referred to in clauses (iii) and (iv) of Section 4.01(a); and (b) if reasonably requested by the Agent, deliver customary opinions of counsel to such Person in connection with the Loan Partiesforegoing clause (a) in form, content and of local counsel scope reasonably satisfactory to the Loan Parties in each jurisdiction in which the Loan Parties are formed, addressed to the Administrative Agent and each Lender relating to the matters described above covering matters similar to those covered in the opinions delivered on the Closing DateAgent; provided that, notwithstanding anything for the avoidance of doubt, in this Section 6.08 to the contrary, no event shall any Excluded Subsidiary that is not a guarantor of any Material Indebtedness of the Borrowers or the Restricted Subsidiaries shall only Domestic Subsidiary be required to guarantee or provide Collateral to secure any Obligations. In no event shall compliance with this Section 6.11 waive or be deemed a Guarantor waiver or consent to any transaction giving rise to the need to comply with this Section 6.11 if such transaction was not otherwise expressly permitted by this Agreement or permit the inclusion of any acquired assets in the computation of the Borrowing Base until such time as the Agent has conducted 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 are required by applicable Gaming Laws, the Company and/or applicable Loan Party shall, at their own expense, use commercially reasonable efforts to promptly apply for and thereafter pursue such approvalsdiligence with respect thereto.

Additional Loan Parties. Upon (a) If any Domestic Loan Party shall form or acquire a Subsidiary the Parent will notify the Administrative Agent thereof and (i) any if such Subsidiary is a Material Subsidiary but not a Foreign Subsidiary, the Parent will cause such Subsidiary to become a Loan Party creating hereunder and under each applicable Security Document within sixty (60) days after such Subsidiary is formed or acquiring any acquired and promptly take such actions to create and perfect Liens on such Subsidiary’s personal propertythe assets of such Subsidiary that is a wholly owned Restricted Subsidiary of the same type comprising Collateral to secure the Obligations (other than an Excluded Subsidiary) after subject to the Closing Date (including, without limitation, upon the formation of any Subsidiary that is a Delaware Divided LLCIntercreditor Agreement), and (ii) any if such Subsidiary that is not a Restricted Subsidiary of a Loan Party ceasing to be an Excluded Material Subsidiary, or (iii) any Subsidiary that is an Unrestricted Subsidiary becoming a wholly owned Restricted Subsidiary (other than an Excluded Subsidiary) pursuant to Section 6.10, 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 (but in any event within 180 days after the later of such event described in clause (i), (ii) or (iii) above or receipt of such approval (or such longer period of time as Administrative Agent may agree to in its reasonable discretion or as required to obtain any necessary Gaming Approval)), execute and deliver a Guaranty and all such other documents and certificates as Administrative Agent may reasonably request in order to have such Restricted Subsidiary become a Guarantor, (B) deliver to the Administrative Agent an opinion of Milbank LLP, counsel to the Loan Parties, and of local counsel to the Loan Parties in each jurisdiction in which the Loan Parties are formed, addressed to the Administrative Agent and each Lender relating to the matters described above covering matters similar to those covered in the opinions delivered on the Closing Date; provided that, notwithstanding anything in this Section 6.08 to the contrary, any Excluded Subsidiary that is a guarantor of any Material Indebtedness of the Borrowers or the Restricted Subsidiaries shall only be required to be 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 Administrative 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 such Subsidiary of the same type comprising Collateral to secure the Obligations (subject to the Intercreditor Agreement) and (iii) if any Equity Interests or Indebtedness of such Subsidiary are owned by or on behalf of the Creditor Parties). To the extent approvals Parent or any of any Gaming Authorities for any actions required by this Section are required by applicable Gaming Lawsits Domestic Subsidiaries, the Company and/or applicable Parent will cause such Equity Interests and promissory notes evidencing such Indebtedness to be pledged to secure the Obligations within sixty (60) days after such Subsidiary is formed or acquired (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 Material 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 a Subsidiary, the Administrative Agent shall, at their own expensethe expense of the Borrowers, use commercially reasonable efforts release its Lien upon the assets and/or Equity Interests subject to promptly apply for and thereafter pursue such approvalsDisposition and/or release the Guaranty of such Person subject to such Disposition of Equity Interests, all pursuant to such release documents as the Borrowers shall reasonably request.

Additional Loan Parties. Upon Notify the Agent at the time that any Person becomes a Domestic Subsidiary thatIf (i) any Loan Party creating or acquiring any the Borrower, in its sole discretion elects to cause such Subsidiary that is a wholly owned Restricted Subsidiary (other than an Excluded Subsidiary) after the Closing Date (including, without limitation, upon the formation of any Subsidiary that is a Delaware Divided LLC), (ii) any Subsidiary that is a Restricted Subsidiary of to become a Loan Party ceasing or if the Borrower in its sole discretion, elects to be an Excluded Subsidiary, or (iii) cause any Subsidiary of its other SubsidiariesSubsidiary that is an Unrestricted Subsidiary becoming not a wholly owned Restricted Subsidiary (other than an Excluded Subsidiary) pursuant Loan partyParty to Section 6.10, such become a Loan Party shall, to the extent that (it does not violate any Gaming Law or, if necessary, is approved being acknowledged by the Gaming Authority, (A) Credit Parties that the Borrower is not obligated to cause each any such Subsidiary that is not a Restricted Subsidiary (other than an Excluded SubsidiaryLoan Party to become a Loan Party). If except as otherwise provided herein) to promptly (but in any event within 180 days after the later of such event described in clause (i), or (ii) or 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) to become a Loan Party by executing and delivering to the Agent a Joinder Agreement, (b) to ▇▇▇▇▇ ▇ ▇▇▇▇ to secure the Obligations to the Agent on such Person’s assets of the same types of assets which constitute Collateral under the Security Documents (subject to the limitations contained therein), and (c) to deliver to the Agent documents of the types referred to in clauses (iii) above and (iv) of Section 4.01(a) and, if reasonably requested by the Agent, favorablecustomary opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above). Notwithstanding anything to the contrary contained herein or receipt in any other Loan Document, 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 approval (or Subsidiary that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, unless such longer period 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 time as Administrative which shall be satisfactory to Agent may agree to in its reasonable discretion or as required to obtain any necessary Gaming Approval)), execute and deliver a Guaranty and all such other documents and certificates as Administrative Agent may reasonably request in order to have such Restricted Subsidiary become a Guarantor, (B) deliver to the Administrative Agent an opinion of Milbank LLP, counsel to the Loan Parties, and of local counsel to the Loan Parties in each jurisdiction in which the Loan Parties are formed, addressed to the Administrative Agent and each Lender relating to the matters described above covering matters similar to those covered in the opinions delivered on the Closing Date; provided that, notwithstanding anything in this Section 6.08 to the contrary, any Excluded Subsidiary that is a guarantor of any Material Indebtedness of the Borrowers or the Restricted Subsidiaries shall only be required to be 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 are required by applicable Gaming Laws, the Company and/or applicable Loan Party shall, at their own expense, use commercially reasonable efforts to promptly apply for and thereafter pursue such approvalsLenders.

Additional Loan Parties. Upon (a) If any Domestic Loan Party shall form or acquire a Subsidiary the Parent will notify the Administrative Agent thereof and (i) any if such Subsidiary is a Material Subsidiary but not a Foreign Subsidiary, the Parent will cause such Subsidiary to become a Loan Party creating hereunder and under each applicable Security Document within sixty (60) days after such Subsidiary is formed or acquiring any Subsidiary that is a wholly owned Restricted Subsidiary acquired and promptly take such actions to create and perfect Liens on such Subsidiary’s personal property to secure the Obligations (other than an Excluded Subsidiary) after subject to the Closing Date (including, without limitation, upon the formation of any Subsidiary that is a Delaware Divided LLCIntercreditor Agreement), and (ii) any if such Subsidiary that is not a Restricted Subsidiary of a Loan Party ceasing to be an Excluded Material Subsidiary, or (iii) any Subsidiary that is an Unrestricted Subsidiary becoming a wholly owned Restricted Subsidiary (other than an Excluded Subsidiary) pursuant to Section 6.10, 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 (but in any event within 180 days after the later of such event described in clause (i), (ii) or (iii) above or receipt of such approval (or such longer period of time as Administrative Agent may agree to in its reasonable discretion or as required to obtain any necessary Gaming Approval)), execute and deliver a Guaranty and all such other documents and certificates as Administrative Agent may reasonably request in order to have such Restricted Subsidiary become a Guarantor, (B) deliver to the Administrative Agent an opinion of Milbank LLP, counsel to the Loan Parties, and of local counsel to the Loan Parties in each jurisdiction in which the Loan Parties are formed, addressed to the Administrative Agent and each Lender relating to the matters described above covering matters similar to those covered in the opinions delivered on the Closing Date; provided that, notwithstanding anything in this Section 6.08 to the contrary, any Excluded Subsidiary that is a guarantor of any Material Indebtedness of the Borrowers or the Restricted Subsidiaries shall only be required to be 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 Administrative 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 property to secure the Obligations (subject to the Intercreditor Agreement) and (iii) if any Equity Interests or Indebtedness of such Subsidiary are owned by or on behalf of the Creditor Parties). To the extent approvals Parent or any of any Gaming Authorities for any actions required by this Section are required by applicable Gaming Lawsits Domestic Subsidiaries, the Company and/or applicable Parent will cause such Equity Interests and promissory notes evidencing such Indebtedness to be pledged to secure the Obligations within sixty (60) days after such Subsidiary is formed or acquired (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 Material 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 a Subsidiary, the Administrative Agent shall, at their own expensethe expense of the Borrowers, use commercially reasonable efforts release its Lien upon the assets and/or Equity Interests subject to promptly apply for and thereafter pursue such approvalsDisposition and/or release the Guaranty of such Person subject to such Disposition of Equity Interests, all pursuant to such release documents as the Borrowers shall reasonably request.

Additional Loan Parties. Upon (i) any Loan Party creating or acquiring any Subsidiary that is a wholly wholly-owned Restricted Subsidiary (other than an Excluded Immaterial Subsidiary, a FSHCO or a ForeignExcluded Subsidiary) after the Closing Date (including, without limitation, upon the formation of any Subsidiary that is a Delaware Divided LLC)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 wholly-owned Restricted Subsidiary (other than an Excluded ImmaterialExcluded Subsidiary, a FSHCO or a Foreign Subsidiary) pursuant to Section 6.106.11, such Loan Party shall, to the extent that it does not violate any Gaming Law or, if necessary, is approved by has received the approval of the applicable Gaming Authority, (A) cause each such Subsidiary that is a Restricted Subsidiary (other than an Excluded ImmaterialExcluded Subsidiary, a FSHCO or a Foreign Subsidiary) to promptly (but in any event within 180 days after the later of such event described in clause (i), (ii) or (iii) above or receipt of such approval (or such longer period of time as Administrative Agent may agree to in its reasonable discretion or as required to obtain any necessary Gaming Approval)), execute and deliver a Guaranty and all such other documents and certificates as Administrative Agent may reasonably request in order to have such Restricted Subsidiary become a Guarantor, Guarantor and (B) deliver to the Administrative Agent an opinion of Milbank LLP, counsel to the Loan Parties, and of local counsel to the Loan Parties in each jurisdiction in which the Loan Parties are formed, addressed to all legal opinions reasonably requested by the Administrative Agent and each Lender relating to the matters described above covering matters similar to those covered in the opinions delivered on the Closing DateDate with respect to such Guarantor; provided that, notwithstanding anything in this Section 6.08 Agreement to the contrary, (i) any Excluded Immaterial Subsidiary that is a guarantor of any Material Indebtedness of the Borrowers Borrower or the Restricted Subsidiaries shall only be required to be 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 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 are required by applicable Gaming Laws, the Company Borrower and/or applicable Loan Party shall, at their own expense, use commercially reasonable efforts to promptly (as reasonably determined by the Borrower in good faith) apply for and thereafter to pursue such approvals.

Additional Loan Parties. Upon (i) Notify the Agent promptly after any Loan Party creating or acquiring any Person becomes a Subsidiary that is a wholly direct wholly-owned Restricted Subsidiary of a Loan Party, and promptly thereafter (and in any event within thirty (30) days or such longer period as the Agent may agree), cause any such Person (a) which is not a CFC or Excluded Domestic Subsidiary to (i) become a Loan Party by executing and delivering to the Agent a Joinder to this Agreement or a Joinder to the Facility Guaranty or such other than an Excluded Subsidiary) after documents as the Closing Date (including, without limitation, upon the formation of any Subsidiary that is a Delaware Divided LLC)Agent shall deem appropriate for such purpose, (ii) any Subsidiary g▇▇▇▇ ▇ ▇▇▇▇ to the Agent on such Person’s assets of the same type that is a Restricted Subsidiary of a Loan Party ceasing constitute Collateral to be an Excluded Subsidiarysecure the Obligations, or and (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 (but in any event within 180 days after the later of such event described in clause (i), (ii) or (iii) above or receipt of such approval (or such longer period of time as Administrative Agent may agree to in its reasonable discretion or as required to obtain any necessary Gaming Approval)), execute and deliver a Guaranty and all such other documents and certificates as Administrative Agent may reasonably request in order to have such Restricted Subsidiary become a Guarantor, (B) deliver to the Administrative Agent an opinion documents of Milbank LLPthe types referred to in clauses (ii) and (iii) of Section 4.01(a) and, if requested by Agent, customary opinions of counsel to such Person (which shall cover, among other things, the Loan Partieslegality, validity, binding effect and enforceability of the documentation referred to in clause (a)), and (b) if any Equity Interests or Indebtedness of local counsel such Person are owned by or on behalf of any Loan Party, to pledge such Equity Interests and promissory notes evidencing such Indebtedness (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, in each case in form, content and scope reasonably satisfactory to the Loan Parties in each jurisdiction in which the Loan Parties are formed, addressed Agent. In no event shall compliance with this Section 6.11 waive or be deemed a waiver or Consent to any transaction giving rise to the Administrative Agent and each Lender relating 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 such Person as a Borrower or Guarantor hereunder or permit the matters described above covering matters similar to those covered inclusion of any acquired assets in the opinions delivered on the Closing Date; provided that, notwithstanding anything in this Section 6.08 to the contrary, any Excluded Subsidiary that is a guarantor of any Material Indebtedness computation of the Borrowers or the Restricted Subsidiaries shall only be required to be 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 are required by applicable Gaming Laws, the Company and/or applicable Loan Party shall, at their own expense, use commercially reasonable efforts to promptly apply for and thereafter pursue such approvalsBorrowing Base.

Additional Loan Parties. Upon (i) Notify the Administrative Agent promptly after any Loan Party creating or acquiring any Subsidiary that is Person becomes a wholly owned Restricted Subsidiary (other than an any Excluded Subsidiary but including any Unrestricted Subsidiary being reclassified as a Restricted Subsidiary) after of the Closing Date Parent, and promptly thereafter (includingand in any event within fifteen (15) Business Days) if requested by the Administrative Agent, without limitation, upon (i) cause any such Person to become a Borrower or Guarantor by executing and delivering to the formation Administrative Agent a Joinder Agreement to this Agreement or a counterpart of any Subsidiary that is a Delaware Divided LLC)the Facility Guaranty or such other document as the Administrative Agent shall deem reasonably appropriate for such purpose, (ii) any Subsidiary that is a Restricted Subsidiary subject to the requirements of a Loan Party ceasing Section 6.14(b), ▇▇▇▇▇ ▇ ▇▇▇▇ to be an Excluded Subsidiarythe Collateral Agent on such Person’s assets on the same types of assets which constitute Collateral under the Security Documents to secure the Obligations, or and (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 (but in any event within 180 days after the later of such event described in clause (i), (ii) or (iii) above or receipt of such approval (or such longer period of time as Administrative Agent may agree to in its reasonable discretion or as required to obtain any necessary Gaming Approval)), execute and deliver a Guaranty and all such other documents and certificates as Administrative Agent may reasonably request in order to have such Restricted Subsidiary become a Guarantor, (B) deliver to the Administrative Agent an opinion documents of Milbank LLPthe types referred to in clauses (iii) and (iv) of Section 4.01(a) and if requested by the Administrative Agent, favorable opinions of counsel to such Person (which shall cover, among other things, the Loan Partieslegality, validity, binding effect and enforceability of the documentation referred to in clause (a)), and (b) if any Equity Interests or Indebtedness of local counsel such Person are owned by or on behalf of any Loan Party, to pledge such Equity Interests and promissory notes evidencing such Indebtedness, in each case in form, content and scope reasonably satisfactory to the Loan Parties in each jurisdiction in which Administrative Agent. In addition, for purposes of compliance with Section 6.01, any direct or indirect parent entity of the Loan Parties are formed, addressed Parent may become a guarantor by executing and delivering to the Administrative Agent and each Lender relating a guarantee agreement in a form satisfactory to the matters described above covering matters similar to those covered in Administrative Agent which shall be executed by the opinions delivered on the Closing DateLead Borrower and such parent; provided that, notwithstanding anything in this Section 6.08 to the contrary, any Excluded Subsidiary that is a guarantor of any Material Indebtedness of the Borrowers or the Restricted Subsidiaries such parent entity shall only not otherwise be required deemed to be a Guarantor until “Borrower”, “Guarantor” or “Loan Party” for any purpose under this ▇▇▇▇▇▇▇▇▇.▇▇ no event shall compliance with this Section 6.11 waive or be deemed a waiver or consent to any transaction giving rise to the need to comply with this Section 6.11 if such time as its guaranty 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 Material Indebtedness is released (at which time it shall be released by Person as a Borrower or Guarantor or permit the Administrative Agent from inclusion of any acquired assets in the Guaranty on the request computation 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 are required by applicable Gaming Laws, the Company and/or applicable Loan Party shall, at their own expense, use commercially reasonable efforts to promptly apply for and thereafter pursue such approvalsBorrowing Base.

Additional Loan Parties. Upon (ia) any Each Loan Party creating or acquiring shall notify Administrative Agent at the time that any Subsidiary that is Person becomes a wholly wholly-owned Restricted Subsidiary (other than an Excluded Subsidiary) after the Closing Date (including, without limitation, upon the formation of any Subsidiary that is a Delaware Divided LLC), (ii) any Subsidiary that is a Restricted Domestic Subsidiary of a such Loan Party ceasing (including pursuant a Permitted Acquisition) or ceases to be an Excluded SubsidiarySubsidiary pursuant to the definition thereof, and promptly thereafter (and in any event within thirty (30) days (or such longer period as agreed to by Administrative Agent in its sole discretion)) (iiii) any Subsidiary 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 is an Unrestricted Subsidiary becoming Administrative Agent has a wholly owned Restricted Subsidiary 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 SubsidiarySubsidiary to (A) become a Guarantor and/or a 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 Control Agreements required pursuant to Section 6.106.12 and the filing of UCC financing statements in such jurisdictions as may be requested by Administrative Agent, and (C) deliver to Administrative Agent such other documents and instruments as Administrative Agent may require, including appropriate favorable opinions of counsel to such Person in form, content and scope reasonably satisfactory to Administrative Agent. (b) Each Loan Party shall, to will cause 100% of the extent that it does not violate any Gaming Law or, if necessary, is approved by the Gaming Authority, (A) cause issued and outstanding Equity Interests of each such Subsidiary that is a Restricted Subsidiary of its Domestic Subsidiaries (other than the Excluded Subsidiary so long as such Domestic Subsidiary constitutes an Excluded Subsidiary) to promptly (but be subject at all times to a first priority, perfected Lien in any event within 180 days after the later favor of such event described in clause (i), (ii) or (iii) above or receipt of such approval (or such longer period of time as Administrative Agent may agree to in its reasonable discretion or as required to obtain any necessary Gaming Approval)), execute and deliver a Guaranty and all such other documents and certificates as Administrative Agent may reasonably request in order to have such Restricted Subsidiary become a Guarantor, (B) deliver to the Administrative Agent an opinion Agent, for the benefit of Milbank LLP, counsel to the Loan Parties, and of local counsel to the Loan Parties in each jurisdiction in which the Loan Parties are formed, addressed to the Administrative Agent and each Lender relating the other Secured Parties, pursuant to the matters described above covering matters similar to those covered in the opinions delivered on the Closing Date; provided that, notwithstanding anything in this Section 6.08 to the contrary, any Excluded Subsidiary that is a guarantor of any Material Indebtedness terms and conditions of the Borrowers Loan Documents or the Restricted Subsidiaries shall only be required to be a Guarantor until such time other Security Documents 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 are required by applicable Gaming Laws, the Company and/or applicable Loan Party shall, at their own expense, use commercially reasonable efforts to promptly apply for and thereafter pursue such approvalsshall reasonably request.

Additional Loan Parties. Upon Any Subsidiary may, at the election of the North American Loan Party Agent or the Foreign Loan Party Agent, as applicable, become a Borrower hereunder within the applicable Borrower Group for its jurisdiction of organization upon (i) the execution and delivery to the Agent and/or Security Trustees (A) by such Subsidiary of a supplement or joinder to this Agreement, substantially in the form of Exhibit G, (B) by such Subsidiary of Security Documents in form and substance reasonably satisfactory to the Agent and the relevant Security Trustee as may be required for the relevant jurisdiction; provided that any such new Security Document shall be in substantially the same form as the comparable Security Documents to which the existing Loan Parties of the Loan Party creating Group of the New Loan Party (if any) are party, (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 sixty (60) days preceding the date on which such Subsidiary becomes a Foreign Borrower and (2) written notice of such Subsidiary’s Applicable Foreign Borrower Commitment and (D) by such Subsidiary of a certificate (including delivery of related attachments) of the type described in Section 6.1(h) and such other documents, instruments and agreements as Agent may reasonably require, and (ii) the completion of the Agent’s due diligence to its reasonable satisfaction and of compliance procedures for applicable “know your customer” and anti-money laundering rules; provided that, prior to permitting such Subsidiary to borrow any Revolver Loans or acquiring obtain the issuance of any Subsidiary that is a wholly owned Restricted Subsidiary (other than Letters of Credit hereunder, the Agent, in its discretion, shall have the right to conduct an Excluded appraisal and field examination with respect to such Subsidiary) after the Closing Date (, including, without limitation, upon of (x) such Subsidiary’s practices in the formation computation of any Subsidiary that is 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 Delaware Divided LLC), (ii) any Subsidiary that is a Restricted Subsidiary of a Loan Party ceasing to be 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 6.10, such Loan Party shall, basis reasonably satisfactory to the extent that it does not violate any Gaming Law or, if necessary, is approved by Agent and at the Gaming Authority, (A) cause each such Subsidiary that is a Restricted Subsidiary (other than an Excluded Subsidiary) to promptly (but in any event within 180 days after the later sole expense of such event described in clause (i), (ii) or (iii) above or receipt of such approval (or such longer period of time as Administrative Agent may agree to in its reasonable discretion or as required to obtain any necessary Gaming Approval)), execute and deliver a Guaranty and all such other documents and certificates as Administrative Agent may reasonably request in order to have such Restricted Subsidiary become a Guarantor, (B) deliver to the Administrative Agent an opinion of Milbank LLP, counsel to the Loan Parties, and of local counsel to the Loan Parties in each jurisdiction in which the Loan Parties are formed, addressed to the Administrative Agent and each Lender relating to the matters described above covering matters similar to those covered in the opinions delivered on the Closing Date; provided that, notwithstanding anything in this Section 6.08 to the contrary, any Excluded Subsidiary that is a guarantor of any Material Indebtedness of the Borrowers or the Restricted Subsidiaries shall only be required to be 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 are required by applicable Gaming Laws, the Company and/or applicable Loan Party shall, at their own expense, use commercially reasonable efforts to promptly apply for and thereafter pursue such approvalsSubsidiary.

Additional Loan Parties. Upon (ia) any Loan Party creating or acquiring any Subsidiary that is a wholly owned Restricted Any Subsidiary (other than Arizona Chemical B.V. which is covered below by clause (b) of this Section 10.1.9) may, at the election of the North American Loan Party Agent or the Foreign Loan Party Agent, as applicable, become a Borrower hereunder within the applicable Borrower Group for its jurisdiction of organization (and if its jurisdiction of organization is the Netherlands, as a Dutch Borrower) upon (i) the execution and delivery to the Agent and/or Security Trustees (A) by such Subsidiary of a supplement or joinder to this Agreement, substantially in the form of Exhibit G, (B) by such Subsidiary of Security Documents in form and substance reasonably satisfactory to the Agent and the relevant Security Trustee as may be required for the relevant jurisdiction; provided that any such new Security Document shall be in substantially the same form as the comparable Security Documents to which the existing Loan Parties of the Loan Party Group of the New Loan Party (if any) are party, (C) by a Senior Officer of the applicable Loan Party Agent for such Subsidiary of a (i) Borrowing Base Certificate for such Subsidiary effective as of not more than sixty (60) days preceding the date on which such Subsidiary becomes a Foreign Borrower and (B) written notice of such Subsidiary’s Applicable Foreign Borrower Commitment and (D) by such Subsidiary of a certificate (including delivery of related attachments) of the type described in Section 6.1(g) and such other documents, instruments and agreements as Agent may reasonably require, and (ii) the completion of the Agent’s and each applicable Lender’s due diligence to its reasonable satisfaction and of compliance procedures for applicable “know your customer” and anti-money laundering rules; provided that, 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 Excluded appraisal and field examination with respect to such Subsidiary) after the Closing Date (, including, without limitation, upon of (x) such Subsidiary’s practices in the formation computation of any Subsidiary that is 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 Delaware Divided LLC)basis reasonably satisfactory to the Agent and at the sole expense of such Subsidiary, and (iib) any Subsidiary that is a Restricted Subsidiary Arizona Chemical B.V. may, at the election of a Foreign Loan Party ceasing to be an Excluded Subsidiary, or (iii) any Subsidiary that is an Unrestricted Subsidiary becoming a wholly owned Restricted Subsidiary (other than an Excluded Subsidiary) Agent and 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, documentation and conditions precedent hereinafter specified (A) cause each become a Dutch Borrower hereunder and be its own Borrower Group and have its own Foreign Revolver Commitment, separate from the Dutch Kraton Revolver Commitment, in the amount specified in writing to Agent (provided that such Subsidiary Foreign Revolver Commitment as to Arizona Chemical B.V. shall not increase the then aggregate amount of the Commitments and the U.S. Revolver Commitments must equal at least 60% of the aggregate Commitments) and have its own Borrowing Base, separate from the Dutch Kraton Borrowing Base, provided that is a Restricted Subsidiary (other than an Excluded Subsidiary) the components of and advance rates relating to promptly (but the Arizona Chemical B.V. Borrowing Base, including eligibility provisions as to Accounts and Inventory, relevant Eligible Account Debtor Jurisdictions and relevant Perfection Jurisdictions, shall be substantially the same as those relating to the Dutch Kraton Borrowing Base, and be subject to the increase in any event within 180 days after the later of such event Revolver Commitments and reallocation in Revolver Commitments described in clause Section 2.1.7 hereof, upon (i) the execution and delivery to the Agent and/or Security Trustees (A) by Arizona Chemical B.V., the Loan Parties and Agent of a joinder-amendment agreement substantially in the form of Exhibit K to this Agreement (and each Lender hereby consents to the amendments to this Agreement contemplated in Exhibit K and each Lender hereby authorizes Agent to execute such a joinder–amendment agreement on behalf of Lenders), (ii) or (iii) above or receipt of such approval (or such longer period of time as Administrative Agent may agree to in its reasonable discretion or as required to obtain any necessary Gaming Approval)), execute and deliver a Guaranty and all such other documents and certificates as Administrative Agent may reasonably request in order to have such Restricted Subsidiary become a Guarantor, (B) deliver by Arizona Chemical B.V. of (1) a Dutch share pledge, (2) a Dutch omnibus pledge agreement (covering the pledge of bank account rights, moveables and receivables), and (3) a completed Perfection Certificate, executed and delivered by a Senior Officer of Arizona Chemical B.V., together with all attachments contemplated thereby, in each case in form and substance reasonably satisfactory to the Administrative Agent an opinion and the relevant Security Trustee as may be required for the relevant jurisdiction; provided that any such new documents shall be in substantially the same form as the comparable documents to which Initial Dutch Kraton Borrower is party (but subject to such changes as shall be reasonably required by Agent’s foreign counsel), (C) by a Senior Officer of Milbank LLPthe Foreign Loan Party Agent for Arizona Chemical B.V. of a (1) Borrowing Base Certificate for Arizona Chemical B.V. effective as of the date on which Arizona Chemical B.V. becomes a Foreign Borrower and (2) written notice of Arizona Chemical B.V.’s Applicable Foreign Borrower Commitment and (D) by Arizona Chemical B.V. of a certificate (including delivery of related attachments) of the type described in Section 6.1(g) and such other documents, counsel to the Loan Partiesinstruments and agreements as Agent may reasonably require, and (ii) the completion of local counsel to the Loan Parties in each jurisdiction in which the Loan Parties are formed, addressed to the Administrative Agent Agent’s and each Lender relating to the matters described above covering matters similar to those covered in the opinions delivered on the Closing DateLender’s compliance procedures for applicable “know your customer” and anti-money laundering rules; provided that, notwithstanding anything prior to permitting Arizona Chemical B.V. to borrow any Revolver Loans or obtain the issuance of any Letters of Credit hereunder, the Agent shall have conducted an appraisal and field examination with respect to Arizona Chemical B.V., including, without limitation, of (A) Arizona Chemical B.V.’s practices in this Section 6.08 the computation of its Borrowing Base and (B) the assets included in such 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 the contraryAgent and at the sole expense of Arizona Chemical B.V., any Excluded Subsidiary that and (iii) the Agent shall have received satisfactory opinions of Dutch counsel (and, if reasonably required and requested by Agent, of French, English, Belgian, and German counsel) to Arizona Chemical B.V. or the Agent, in each case, customary for transactions of this type (which shall cover, among other thing, authority, validity, binding effect and enforceability of the Loan Documents to which it is a guarantor party and the creation and perfection of any Material Indebtedness of Liens in the Borrowers or the Restricted Subsidiaries shall only be required to be 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 PartiesCollateral). To the extent approvals of any Gaming Authorities for any actions required by this Section are required by applicable Gaming Laws, the Company and/or applicable Loan Party shall, at their own expense, use commercially reasonable efforts to promptly apply for and thereafter pursue such approvals.

Additional Loan Parties. Upon (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 such Material Operating Group Entity to (i) any become a Loan Party creating or acquiring any Subsidiary that is by delivering to the Agent a wholly owned Restricted Subsidiary (other than an Excluded Subsidiary) after the Closing Date (including, without limitation, upon the formation of any Subsidiary that is a Delaware Divided LLC)Loan Party Joinder Agreement executed by such new Loan Party, (ii) any Subsidiary that is deliver to the Agent a Restricted Subsidiary certificate of a Loan Party ceasing such Material Operating Group Entity, substantially in the form of the certificates delivered pursuant to be an Excluded SubsidiarySection 3.1(e) through (g) on the Restatement Effective Date, or with appropriate insertions and attachments, and (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 reasonably requested by the Gaming AuthorityAgent, (A) cause each such Subsidiary that is a Restricted Subsidiary (other than an Excluded Subsidiary) to promptly (but in any event within 180 days after the later of such event described in clause (i), (ii) or (iii) above or receipt of such approval (or such longer period of time as Administrative Agent may agree to in its reasonable discretion or as required to obtain any necessary Gaming Approval)), execute and deliver a Guaranty and all such other documents and certificates as Administrative Agent may reasonably request in order to have such Restricted Subsidiary become a Guarantor, (B) deliver to the Administrative Agent an opinion of Milbank LLP, counsel to the Loan Parties, and of local counsel to the Loan Parties in each jurisdiction in which the Loan Parties are formed, addressed to the Administrative Agent and each Lender legal opinions relating to the matters described above covering matters similar above, which opinions shall be in form and substance, and from ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP or other counsel, reasonably satisfactory to those covered the Agent; provided, that in the opinions delivered case of any Material Operating Group Entity that is an Immaterial Subsidiary, such Immaterial Subsidiary shall not be required to comply with this Section 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 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 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 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 is required to become a Loan Party pursuant to Section 5.7(a)), Borrower shall be required to comply with Section 5.7(a) with respect to such Subsidiary on or before the Closing Datedate 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, notwithstanding anything in this if the aggregate fair market value of all assets and other property of any such Subsidiary, together with all other Subsidiaries that have ceased to be Immaterial Subsidiaries and for which Section 6.08 to 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 contrary, any Excluded Subsidiary date that is a guarantor of any Material Indebtedness 45 days after the end of the Borrowers or the Restricted Subsidiaries shall only be required fiscal quarter in which such Subsidiary first ceased to be 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 are required by applicable Gaming Laws, the Company and/or applicable Loan Party shall, at their own expense, use commercially reasonable efforts to promptly apply for and thereafter pursue such approvalsan Immaterial Subsidiary.

Additional Loan Parties. Upon (i) In the event that after the Closing Date any Loan Party creating organizes, creates or acquiring 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 wholly owned Restricted Domestic Subsidiary (other than an Excluded Unrestricted Subsidiary, a CFC or a CFC Holdco, unless the Borrower otherwise determines) after the Closing Date (includingsuch acquired Domestic Subsidiary or new Restricted Subsidiary, without limitation, upon the formation of any Subsidiary that is a Delaware Divided LLCan “Additional Loan Party”), (ii) any Subsidiary that is a Restricted Subsidiary the Loan Parties shall, concurrently with the first delivery of a Loan Party ceasing to be an Excluded Subsidiary, or (iii) any Subsidiary that is an Unrestricted Subsidiary becoming a wholly owned Restricted Subsidiary (other than an Excluded Subsidiary) financial statements pursuant to Section 6.106.2(a) or (b), as applicable, following the Fiscal Quarter during which such Loan Party shallDomestic Subsidiary was organized, to the extent that it does not violate any Gaming Law or, if necessary, created or acquired (or which such Unrestricted Subsidiary is approved by the Gaming Authority, (A) cause each such Subsidiary that is designated as a Restricted Subsidiary (other than an Excluded Subsidiary) to promptly (but in any event ), notify the Administrative Agent thereof and, within 180 60 days after the later of date such event described in clause (i), (ii) or (iii) above or receipt of such approval notice is given (or such longer period of time as that may be permitted under the ABL Agreement or to which the Administrative Agent may agree reasonably agree): (a) cause such Additional Loan Party to in its reasonable discretion or become a party to this Agreement as required a Guarantor; (b) cause such Additional Loan Party to obtain any necessary Gaming Approval)), execute and deliver to the Administrative Agent a Guaranty Security Agreement Supplement (as defined in the Security Agreement) and all such other documents amendments to the Collateral Documents as the Administrative Agent may reasonably deem necessary or reasonably advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected security interest (as and certificates to the extent provided in the Collateral Documents) in the Collateral (other than with respect to real property, which is the subject of clause (c) below) of such 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 the Administrative Agent may reasonably request in accordance with the Collateral Documents (other than with respect to Mortgages, which are the subject of clause (c) above) (and subject to the limitations set out therein) in order to have cause the Lien created by the Collateral Documents in such new Additional Loan Party’s Collateral and in the Capital Stock of such new Additional Loan Party to be duly perfected in accordance with all requirements of Applicable Law, including the filing 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 become a Guarantor, (BSubsidiary) deliver as the Administrative Agent may reasonably request that are consistent with the documents in place or delivered to the Administrative Agent an opinion of Milbank LLP, counsel to the Loan Parties, and of local counsel to by the Loan Parties in each jurisdiction in which the Loan Parties are formed, addressed to the Administrative Agent and each Lender relating to the matters described above covering matters similar to those covered in the opinions delivered on the Closing Date; provided that, notwithstanding anything in this Section 6.08 to the contrary, any Excluded Subsidiary that is a guarantor of any Material Indebtedness of the Borrowers or the Restricted Subsidiaries shall only be required to be 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 are required by applicable Gaming Laws, the Company and/or applicable Loan Party shall, at their own expense, use commercially reasonable efforts to promptly apply for and thereafter pursue such approvals.

Additional Loan Parties. Upon Notify the Agent at the time that any Person becomes a Subsidiary, and promptly thereafter (iand in any event within thirty (30) days or such later date as the Agent may agree), cause any Loan Party creating or acquiring any Subsidiary such Person that is a wholly wholly-owned Restricted domestic Subsidiary (other than an Excluded Subsidiary) after the Closing Date (including, without limitation, upon the formation of any Subsidiary that is a Delaware Divided LLC), (ii) any Subsidiary that is a Restricted Subsidiary of a Loan Party ceasing to be an Excluded Subsidiary, or (iii) any wholly-owned domestic Subsidiary that is an Unrestricted Immaterial Subsidiary becoming or that is owned by a wholly CFC or that is a Foreign Subsidiary Holding Company), or cause any wholly-owned Restricted domestic 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 owned by a Restricted CFC or that is a Foreign Subsidiary Holding Company) previously designated as an Immaterial Subsidiary that thereafter becomes a Material Subsidiary, to (other than an Excluded Subsidiarya) become a Loan Party by executing and delivering to promptly (but in any event within 180 days after the later of such event described in clause (i), (ii) Agent a Joinder Agreement or (iii) above or receipt of such approval (or such longer period of time as Administrative Agent may agree to in its reasonable discretion or as required to obtain any necessary Gaming Approval)), execute and deliver a Guaranty and all such other documents and certificates as Administrative the Agent may reasonably request in order to have shall deem appropriate for such Restricted Subsidiary become a Guarantorpurpose, (Bb) ▇▇▇▇▇ ▇ ▇▇▇▇ to the Agent on such Person’s assets of the same type that constitute Collateral to secure the Obligations, and (c) deliver to the Administrative Agent an opinion documents of Milbank LLPthe types referred to in clauses (v) and (vi) of Section 4.01(a) and, if requested by the Agent, customary favorable opinions of counsel to such Person (which shall cover, among other things, the Loan Partieslegality, validity, binding effect and enforceability of local counsel the documentation referred to in clause (a)), in each case in form, content and scope reasonably satisfactory to the Loan Parties in each jurisdiction in which the Loan Parties are formed, addressed to the Administrative Agent and each Lender relating to the matters described above covering matters similar to those covered in the opinions delivered on the Closing DateAgent; provided that, notwithstanding anything 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 Borrower thereunder. In no event shall compliance with this Section 6.08 6.11 waive or be deemed a waiver or consent to any transaction giving rise to the contraryneed 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 Excluded Subsidiary that is Subsidiary, an approval of such Person as a guarantor Borrower or permit the inclusion of any Material Indebtedness acquired assets in the computation of the Borrowers or the Restricted Subsidiaries shall only be required to be 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 are required by applicable Gaming Laws, the Company and/or applicable Loan Party shall, at their own expense, use commercially reasonable efforts to promptly apply for and thereafter pursue such approvalsBorrowing Base.

Additional Loan Parties. Upon (i) In the event that after the Closing Date any Loan Party creating organizes, creates or acquiring 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 wholly owned Restricted Domestic Subsidiary (other than an Excluded Unrestricted Subsidiary, a CFC or a CFC Holdco, unless the Borrower otherwise determines) after the Closing Date (includingsuch acquired Domestic Subsidiary or new Restricted Subsidiary, without limitation, upon the formation of any Subsidiary that is a Delaware Divided LLCan “Additional Loan Party”), (ii) any Subsidiary that is a Restricted Subsidiary the Loan Parties shall, concurrently with the delivery of a Loan Party ceasing to be an Excluded Subsidiary, or (iii) any Subsidiary that is an Unrestricted Subsidiary becoming a wholly owned Restricted Subsidiary (other than an Excluded Subsidiary) the Compliance Certificate pursuant to Section 6.106.2(c) for the Fiscal Quarter during which such Domestic Subsidiary was organized, created or acquired (or which such Loan Party shall, to the extent that it does not violate any Gaming Law or, if necessary, Unrestricted Subsidiary is approved by the Gaming Authority, (A) cause each such Subsidiary that is designated as a Restricted Subsidiary (other than an Excluded Subsidiary) to promptly (but in any event ), notify the Administrative Agent thereof and, within 180 60 days after the later of date such event described in clause (i), (ii) or (iii) above or receipt of such approval notice is given (or such longer period of time as that may be permitted under the ABL Agreement or to which the Administrative Agent may agree reasonably agree): (a) cause such Additional Loan Party to in its reasonable discretion or become a party to this Agreement as required a Guarantor; (b) cause such Additional Loan Party to obtain any necessary Gaming Approval)), execute and deliver to the Administrative Agent a Guaranty Security Agreement Supplement (as defined in the Security Agreement) and all such other documents amendments to the Collateral Documents as the Administrative Agent may reasonably deem necessary or reasonably advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected security interest (as and certificates to the extent provided in the Collateral Documents) in the Collateral (other than with respect to real property, which is the subject of clause (c) below) of such 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 the Administrative Agent may reasonably request in accordance with the Collateral Documents (other than with respect to Mortgages, which are the subject of clause (c) above) (and subject to the limitations set out therein) in order to have cause the Lien created by the Collateral Documents in such new Additional Loan Party’s Collateral and in the Capital Stock of such new Additional Loan Party to be duly perfected in accordance with all requirements of Applicable Law, including the filing 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 become a Guarantor, (BSubsidiary) deliver as the Administrative Agent may reasonably request that are consistent with the documents in place or delivered to the Administrative Agent an opinion of Milbank LLP, counsel to the Loan Parties, and of local counsel to by the Loan Parties in each jurisdiction in which the Loan Parties are formed, addressed to the Administrative Agent and each Lender relating to the matters described above covering matters similar to those covered in the opinions delivered on the Closing Date; provided that, notwithstanding anything Date or as set forth in this Section 6.08 to the contrary, any Excluded Subsidiary that is a guarantor of any Material Indebtedness of the Borrowers or the Restricted Subsidiaries shall only be required to be 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 Parties6.12(c). To the extent approvals of any Gaming Authorities for any actions required by this Section are required by applicable Gaming Laws, the Company and/or applicable Loan Party shall, at their own expense, use commercially reasonable efforts to promptly apply for and thereafter pursue such approvals.

Additional Loan Parties. Upon (i) Promptly notify the Agent at the time that any Loan Party creating Person becomes a Subsidiary or acquiring any Subsidiary that is a wholly owned Restricted Subsidiary (other than an Excluded Subsidiary) after the Closing Date (including, without limitation, upon the formation of any Subsidiary that is a Delaware Divided LLC), (ii) any Subsidiary that is a Restricted Subsidiary of a Loan Party ceasing to be an Excluded Subsidiary, or (iii) any Subsidiary Person that is an Unrestricted Subsidiary becoming becomes a wholly Restricted Subsidiary, and cause any such Person that is a wholly-owned Restricted Domestic Subsidiary (other than an Excluded Subsidiary) pursuant to Section 6.10, such Loan Party shall, to of the extent that it does not violate any Gaming Law or, if necessary, is approved by the Gaming Authority, (A) cause each such Subsidiary Lead Borrower that is a Restricted Subsidiary (other than an Excluded Subsidiarya 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 (but and in any event within 180 days after the later fifteen (15) Business Days of such event described in clause Person becoming a Subsidiary or a Restricted Subsidiary, as the case may be, or such later date as the Agent may agree), (i)) become a Loan Party (including, if acceptable to the Agent, an additional borrower) by executing and delivering to the Agent a Joinder Agreement or such other documents as the Agent shall reasonably deem appropriate for such purpose, (ii) or grant a Lien to the Agent on such Person’s assets of the same type that constitute Collateral to secure the Obligations and take such actions as may be required under the Security Documents to perfect such Lien, and (iii) above or receipt of such approval (or such longer period of time as Administrative Agent may agree to in its reasonable discretion or as required to obtain any necessary Gaming Approval)), execute and deliver a Guaranty and all such other documents and certificates as Administrative Agent may reasonably request in order to have such Restricted Subsidiary become a Guarantor, (B) deliver to the Administrative Agent an opinion documents of Milbank LLPthe types referred to in clauses (iii) and (iv) of Section 4.01(a); and (b) if reasonably requested by the Agent, deliver customary opinions of counsel to such Person in connection with the Loan Partiesforegoing clause (a) in form, content and of local counsel scope reasonably satisfactory to the Loan Parties in each jurisdiction in which the Loan Parties are formed, addressed to the Administrative Agent and each Lender relating to the matters described above covering matters similar to those covered in the opinions delivered on the Closing DateAgent; provided that, for the avoidance of doubt, notwithstanding anything in this Section 6.08 to the contrarycontrary herein or in any other Loan Document, in no event shall any Excluded Subsidiary that is not a guarantor of any Material Indebtedness of the Borrowers or the Restricted Subsidiaries shall only Domestic Subsidiary be required to guarantee or provide Collateral to secure any Obligations. In no event shall compliance with this Section 6.11 waive or be deemed a Guarantor waiver or consent to any transaction giving rise to the need to comply with this Section 6.11 if such transaction was not otherwise expressly permitted by this Agreement or permit the inclusion of any acquired assets in the computation of the Borrowing Base until such time as the Agent has conducted 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 are required by applicable Gaming Laws, the Company and/or applicable Loan Party shall, at their own expense, use commercially reasonable efforts to promptly apply for and thereafter pursue such approvalsdiligence with respect thereto.

Additional Loan Parties. Upon Notify the Agent at the time that any Person becomes a Subsidiary, and promptly thereafter (iand in any event within thirty (30) days or such later date as the Agent may agree), cause any Loan Party creating or acquiring any Subsidiary such Person that is a wholly wholly-owned Restricted domestic Subsidiary (other than an Excluded Subsidiary) after the Closing Date (including, without limitation, upon the formation of any Subsidiary that is a Delaware Divided LLC), (ii) any Subsidiary that is a Restricted Subsidiary of a Loan Party ceasing to be an Excluded Subsidiary, or (iii) any wholly-owned domestic Subsidiary that is an Unrestricted Immaterial Subsidiary becoming or that is owned by a wholly CFC or that is a Foreign Subsidiary Holding Company), or cause any wholly-owned Restricted domestic 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 owned by a Restricted CFC or that is a Foreign Subsidiary Holding Company) previously designated as an Immaterial Subsidiary that thereafter becomes a Material Subsidiary, to (other than an Excluded Subsidiarya) become a Loan Party by executing and delivering to promptly (but in any event within 180 days after the later of such event described in clause (i), (ii) Agent a Joinder Agreement or (iii) above or receipt of such approval (or such longer period of time as Administrative Agent may agree to in its reasonable discretion or as required to obtain any necessary Gaming Approval)), execute and deliver a Guaranty and all such other documents and certificates as Administrative the Agent may reasonably request in order to have shall deem appropriate for such Restricted Subsidiary become a Guarantorpurpose, (Bb) ▇▇▇▇▇ ▇ ▇▇▇▇ to the Agent on such Person’s assets of the same type that constitute Collateral to secure the Obligations, and (c) deliver to the Administrative Agent an opinion documents of Milbank LLPthe types referred to in clauses (iii) and (iv) of Section 4.01(a) and, if requested by the Agent, customary favorable opinions of counsel to such Person (which shall cover, among other things, the Loan Partieslegality, validity, binding effect and enforceability of local counsel the documentation referred to in clause (a)), in each case in form, content and scope reasonably satisfactory to the Loan Parties in each jurisdiction in which the Loan Parties are formed, addressed to the Administrative Agent and each Lender relating to the matters described above covering matters similar to those covered in the opinions delivered on the Closing DateAgent; provided that, notwithstanding anything 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 Borrower thereunder. In no event shall compliance with this Section 6.08 6.11 waive or be deemed a waiver or consent to any transaction giving rise to the contraryneed 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 Excluded Subsidiary that is Subsidiary, an approval of such Person as a guarantor Borrower or permit the inclusion of any Material Indebtedness acquired assets in the computation of the Borrowers or the Restricted Subsidiaries shall only be required to be 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 are required by applicable Gaming Laws, the Company and/or applicable Loan Party shall, at their own expense, use commercially reasonable efforts to promptly apply for and thereafter pursue such approvalsBorrowing Base.

Additional Loan Parties. Upon (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 as the Agents may agree), (a) cause any such Domestic Subsidiary that is a direct Wholly Owned Subsidiary (other than any Immaterial Subsidiary, CFC or Subsidiary of a CFC) to (i) become a Domestic Borrower or Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement, and, in the case of a Guarantor, a Facility Guaranty (or a counterpart or supplement thereto), (ii) ▇▇▇▇▇ ▇ ▇▇▇▇ to the Administrative Agent on such Person’s assets to the extent required by the Security Documents, and (iii) deliver to the Administrative Agent documents of the types referred to in clauses (iii), (iv), (xvii) and (xviii) 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 Domestic Loan Party, such Domestic Loan Party 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), in the 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 Loan Party creating or acquiring any Immaterial Subsidiary that is a wholly owned Restricted Subsidiary (other than an Excluded Subsidiary) after the Closing Date (including, without limitation, upon the formation of any Subsidiary that is a Delaware Divided LLC), 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 that is a Restricted direct Wholly Owned Subsidiary of a Loan Party ceasing to be an Excluded Subsidiary, or (iiiother than (i) any Immaterial Subsidiary (ii) any Subsidiary that is an Unrestricted Subsidiary becoming not organized under the Laws of Canada or any province thereof, Australia or Japan)) to (i) become a wholly owned Restricted Subsidiary (other than an Excluded Subsidiary) pursuant to Section 6.10, such Loan Party shall, Foreign Borrower or a Guarantor of the Foreign Liabilities by executing and delivering to the extent that it does not violate any Gaming Law orAdministrative Agent a Joinder Agreement and, if necessaryin the case of a Guarantor, is approved by the Gaming Authority, a Facility Guaranty (A) cause each such Subsidiary that is or a Restricted Subsidiary (other than an Excluded Subsidiary) to promptly (but in any event within 180 days after the later of such event described in clause (icounterpart or supplement thereto), (ii) or ▇▇▇▇▇ ▇ ▇▇▇▇ 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 delivering to the Administrative Agent, appropriate Security Documents, and (iii) above or receipt of such approval (or such longer period of time as Administrative Agent may agree to in its reasonable discretion or as required to obtain any necessary Gaming Approval)), execute and deliver a Guaranty and all such other documents and certificates as Administrative Agent may reasonably request in order to have such Restricted Subsidiary become a Guarantor, (B) deliver to the Administrative Agent an opinion documents of Milbank LLPthe 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 Loan Partieslegality, validity, binding effect and enforceability of the documentation referred to in clause (a)), and (b) if any Equity Interests or Indebtedness of local counsel to the such Person are owned by any Foreign Loan Parties in each jurisdiction in which the Party, such Foreign Loan Parties are formedParty shall pledge such Equity Interests and promissory notes evidencing such Indebtedness (if any), addressed to the Administrative Agent and each Lender relating to the matters described above covering matters similar to those covered in the opinions delivered on manner and format required by the Closing DatePledge Agreement, the Canadian Security Documents, the Australian Security Documents or the Japanese Security Documents, as applicable; provided that, notwithstanding anything in this Section 6.08 to the contrary, any Excluded Subsidiary that is a guarantor no Equity Interests of any Material Indebtedness Foreign Subsidiary which is not a Foreign Loan Party, and no Equity Interests of any unlimited company incorporated or amalgamated and existing under the laws of the Borrowers or the Restricted Subsidiaries Province of Nova Scotia, shall only be required to be pledged. (c) In no event shall compliance with this Section 6.13 waive or be deemed a Guarantor until waiver or Consent to any transaction giving rise to the need to comply with this Section 6.13 if such time as its guaranty 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 Material Indebtedness is released Person as a Borrowing Base Party or permit the inclusion of any acquired assets in the computation of any Borrowing Base. (at which time it d) Each Borrower shall be released by permitted to join additional borrowers organized under the Administrative Agent from same jurisdiction as the Guaranty on Borrower for any Revolving Facility (or guarantors, with the request assets of the Company without further action by guarantors to be included in the Creditor Parties). To the extent approvals of any Gaming Authorities applicable Borrowing Base for any actions required by this Section are required by applicable Gaming Laws, the Company and/or applicable Loan Party shall, at their own expense, use commercially reasonable efforts such Revolving Facility) in a manner to promptly apply for and thereafter pursue such approvalsbe mutually agreed.

Additional Loan Parties. Upon Excluding for purposes hereof INS Insurance, Inc. and ▇▇▇▇▇▇▇▇▇ Receivables Corporation (but only so long as ▇▇▇▇▇▇▇▇▇ Receivables Corporation is a Receivables Financing SPC), each of which shall not be a Guarantor hereunder, where Domestic Subsidiaries of the Borrower or the Parent 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) any Loan Party creating or acquiring any Subsidiary that is a wholly owned Restricted Subsidiary twenty percent (other than an Excluded Subsidiary) after the Closing Date (including, without limitation, upon the formation of any Subsidiary that is a Delaware Divided LLC20%), in the aggregate, of Consolidated Total Assets, or (ii) any Subsidiary that is a Restricted Subsidiary twenty percent (20%), in the aggregate, of a Loan Party ceasing to be 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 6.10, such Loan Party shall, to the extent that it does not violate any Gaming Law or, if necessary, is approved by the Gaming AuthorityConsolidated Net Income, (A) cause each such Subsidiary that is a Restricted Subsidiary (other than an Excluded Subsidiary) to promptly (but in any event within 180 days after collectively, the later of such event described in clause (i“Threshold Requirement”), (ii) or (iii) above or receipt of such approval (or such longer period of time as the Borrower and/or the Parent shall so notify the Administrative Agent may agree and shall cause one or more Domestic Subsidiaries to in its reasonable discretion or as required to obtain any necessary Gaming Approval)), execute become a “Guarantor” hereunder by (x) executing a Joinder Agreement and deliver a Guaranty and all (y) delivering such other documents and certificates documentation as the Administrative Agent may reasonably request in order connection with the foregoing, including, without limitation, certified resolutions and other organizational and authorizing documents of such Person and favorable opinions of counsel to have such Restricted Subsidiary become a GuarantorPerson (which shall cover, (B) deliver among other things, the legality, validity, binding effect and enforceability of the documentation referred to above), all in form, content and scope reasonably satisfactory to the Administrative Agent an opinion such that immediately after the joinder of Milbank LLPsuch Domestic Subsidiaries as Guarantors hereunder, counsel to the Loan Partiesremaining Non-Guarantor Subsidiaries shall not, either individually or as a group, exceed the Threshold Requirement. The Borrower and the Parent may require the release of local counsel to the Loan Parties in each jurisdiction in which the Loan Parties are formed, addressed to the Administrative Agent and each Lender relating to the matters described above covering matters similar to those covered in the opinions delivered on the Closing Date; provided that, notwithstanding anything in this Section 6.08 to the contrary, any Excluded Domestic Subsidiary that is a guarantor of any Material Indebtedness of the Borrowers or the Restricted Guarantor provided that (1) after giving effect to such release, all Non-Guarantor Subsidiaries shall only be required not, either individually or as a group, exceed the Threshold Requirement, and (2) before and after giving effect to be a Guarantor until such time as its guaranty of such Material Indebtedness is released (at which time it shall be released by release, no Default exists. The Lenders authorize the Administrative Agent to release any Domestic Subsidiary that is a Guarantor pursuant to the terms of the immediately preceding sentence, and the Administrative Agent may conclusively rely on a certificate from the Guaranty on Borrower certifying that the request conditions for such release are satisfied. The Borrower and the Parent represent to the Lenders that no notification is required under this Section 5.11 as 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 are required by applicable Gaming Laws, the Company and/or applicable Loan Party shall, at their own expense, use commercially reasonable efforts to promptly apply for and thereafter pursue such approvalsdate hereof.

Additional Loan Parties. Upon (i) Promptly notify the Agent at the time that any Loan Party creating Person becomes a Subsidiary or acquiring any Subsidiary that is a wholly owned Restricted Subsidiary (other than an Excluded Subsidiary) after the Closing Date (including, without limitation, upon the formation of any Subsidiary that is a Delaware Divided LLC), (ii) any Subsidiary that is a Restricted Subsidiary of a Loan Party ceasing to be an Excluded Subsidiary, or (iii) any Subsidiary Person that is an Unrestricted Subsidiary becoming becomes a wholly Restricted Subsidiary, -109- and cause any such Person that is a wholly-owned Restricted Domestic Subsidiary (other than an Excluded Subsidiary) pursuant to Section 6.10, such Loan Party shall, to of the extent that it does not violate any Gaming Law or, if necessary, is approved by the Gaming Authority, (A) cause each such Subsidiary Lead Borrower that is a Restricted Subsidiary (other than an Excluded Subsidiarya 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 (but and in any event within 180 days after the later fifteen (15) Business Days of such event described in clause Person becoming a Subsidiary or a Restricted Subsidiary, as the case may be, or such later date as the Agent may agree), (i)) become a Loan Party (including, if acceptable to the Agent, an additional borrower) by executing and delivering to the Agent a Joinder Agreement or such other documents as the Agent shall reasonably deem appropriate for such purpose, (ii) or ▇▇▇▇▇ ▇ ▇▇▇▇ to the Agent on such Person’s assets of the same type that constitute Collateral to secure the Obligations and take such actions as may be required under the Security Documents to perfect such Lien, and (iii) above or receipt of such approval (or such longer period of time as Administrative Agent may agree to in its reasonable discretion or as required to obtain any necessary Gaming Approval)), execute and deliver a Guaranty and all such other documents and certificates as Administrative Agent may reasonably request in order to have such Restricted Subsidiary become a Guarantor, (B) deliver to the Administrative Agent an opinion documents of Milbank LLPthe types referred to in clauses (iii) and (iv) of Section 4.01(a); and (b) if reasonably requested by the Agent, deliver customary opinions of counsel to such Person in connection with the Loan Partiesforegoing clause (a) in form, content and of local counsel scope reasonably satisfactory to the Loan Parties in each jurisdiction in which the Loan Parties are formed, addressed to the Administrative Agent and each Lender relating to the matters described above covering matters similar to those covered in the opinions delivered on the Closing DateAgent; provided that, notwithstanding anything for the avoidance of doubt, in this Section 6.08 to the contrary, no event shall any Excluded Subsidiary that is not a guarantor of any Material Indebtedness of the Borrowers or the Restricted Subsidiaries shall only Domestic Subsidiary be required to guarantee or provide Collateral to secure any Obligations. In no event shall compliance with this Section 6.11 waive or be deemed a Guarantor waiver or consent to any transaction giving rise to the need to comply with this Section 6.11 if such transaction was not otherwise expressly permitted by this Agreement or permit the inclusion of any acquired assets in the computation of the Borrowing Base until such time as the Agent has conducted 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 are required by applicable Gaming Laws, the Company and/or applicable Loan Party shall, at their own expense, use commercially reasonable efforts to promptly apply for and thereafter pursue such approvalsdiligence with respect thereto.