Common use of Additional Credit Parties Clause in Contracts

Additional Credit Parties. (a) At any time a Subsidiary of the Borrowers that (1) is not a Credit Party becomes the owner (or ground lessee under an Eligible Ground Lease) of Property that the Borrowers determine to treat as an Unencumbered Property, Unencumbered Eligible Land or Unencumbered Construction-in-Process and (2) is not an Eligible Subsidiary, the Borrowers shall notify the Administrative Agent and promptly thereafter (but in any event within 30 days after such event) such Subsidiary shall: (i) execute a Guaranty in substantially the form of Exhibit 7.12(a) and (ii) deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, information regarding the real property owned by such Person, certified resolutions and other organizational and authorizing documents of such Person and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above), all in form, content and scope reasonably satisfactory to the Administrative Agent. It is understood and agreed that in the event any Subsidiary provides a Guaranty hereunder, it may also guaranty Indebtedness under the Other Term Loan Agreements, the Revolving Credit Agreement, and the Indenture. (b) From time to time the Borrowers may request that the Administrative Agent, on behalf of the Lenders, accept one or more Limited Partner Guaranties from unit holders of Borrowers, in substantially the form of Exhibit 7.12(b), as further inducement to the Lenders for providing the Loans hereunder, and promptly upon receipt of such request and the applicable Limited Partner Guaranty the Administrative Agent shall execute and deliver such Limited Partner Guaranty, as shall reasonably be requested, to reflect acceptance of delivery of such Limited Partner Guaranty on behalf of the Lenders. No Limited Partner Guaranty shall affect the obligations of the Borrowers hereunder.

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

Additional Credit Parties. Any direct or indirect Subsidiary formed or acquired after the Closing Date (including by division of any existing limited liability company pursuant to a “plan of division” under the Delaware Limited Liability Company Act), and any Subsidiary that is no longer an Excluded Subsidiary pursuant to the terms of the definition thereof, shall be subject to the following requirements: (a) At any time a Subsidiary within 15 calendar days of such event, the Credit Parties will cause to be delivered to Administrative Agent each of the Borrowers that (1) is not a Credit Party becomes the owner (or ground lessee under an Eligible Ground Lease) of Property that the Borrowers determine following, as applicable, in each case reasonably acceptable to treat as an Unencumbered Property, Unencumbered Eligible Land or Unencumbered Construction-in-Process and (2) is not an Eligible Subsidiary, the Borrowers shall notify the Administrative Agent and promptly thereafter (but in any event within 30 days after such event) such Subsidiary shalland, as applicable, duly executed by the parties thereto: (i) execute within 15 calendar days of such event, (A) a Guaranty Credit Agreement Joinder pursuant to which such Subsidiary shall become, as elected by Administrative Agent and Required Lenders, a Borrower or a Guarantor, together with other Credit Documents requested by Administrative Agent, including all Security Documents and other documents requested by Administrative Agent to establish and preserve the Lien of Collateral Agent in substantially all assets of such Subsidiary; (B) UCC financing statements, Documents (as defined in the form UCC) and original collateral (including pledged Capital Stock, other securities and Instruments (as defined in the UCC)) and such other documents and agreements as may be reasonably requested by Administrative Agent, all as necessary or desirable to establish and maintain a valid, perfected Lien in all assets in which such Subsidiary has an interest; and (C) current copies of Exhibit 7.12(athe Organization Documents of such Subsidiary, resolutions of the board, other governing body thereof, or appropriate committees thereof (and, if required by such Organization Documents or applicable law, of the shareholders, members or partners) of such Person authorizing the actions and the execution and delivery of documents described in this Section 8.08, all certified by an appropriate officer as Administrative Agent may elect, and (ii) deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, information regarding the real property owned by such Person, certified resolutions and other organizational and authorizing documents within 30 calendar days of such Person and favorable opinions event, an opinion of counsel to such Person (which shall coverSubsidiary addressed to Administrative Agent and the Lenders, among other things, the legality, validity, binding effect in form and enforceability of the documentation referred substance reasonably acceptable to above), all in form, content and scope reasonably satisfactory to the Administrative Agent. It is understood The Credit Parties will promptly pledge to Collateral Agent, for the benefit of the Secured Parties, (x) all the Capital Stock of each Subsidiary held by a Credit Party, and agreed that (y) any promissory notes executed after the Closing Date evidencing Indebtedness owing to any Credit Party in an amount of $250,000 or more for any one promissory note or $500,000 in the event any Subsidiary provides a Guaranty hereunderaggregate for all such promissory notes, it may also guaranty Indebtedness in each case, to the extent not automatically constituting Collateral under the Other Term Loan Agreements, the Revolving Credit Security Agreement, and the Indenture.; and (b) From time to time the Borrowers may request that the Administrative Agent, on behalf of the Lenders, accept one or more Limited Partner Guaranties from unit holders of Borrowers, in substantially the form of Exhibit 7.12(b), as further inducement to the Lenders for providing the Loans hereunder, Credit Parties and promptly upon receipt of such request and the applicable Limited Partner Guaranty the Administrative Agent each Subsidiary shall execute and deliver such Limited Partner Guaranty, as shall reasonably be requested, to reflect acceptance of delivery of such Limited Partner Guaranty on behalf of the Lenders. No Limited Partner Guaranty shall affect the obligations of the Borrowers hereunderotherwise comply with Section 8.10.

Additional Credit Parties. Any direct or indirect Subsidiary formed or acquired after the Closing Date (including by division of any existing limited liability company pursuant to a “plan of division” under the Delaware Limited Liability Company Act), and any Subsidiary that is no longer an Excluded Subsidiary pursuant to the terms of the definition thereof, shall be subject to the following requirements: ​ (a) At any time a Subsidiary within 15 calendar days of such event, the Credit Parties will cause to be delivered to Administrative Agent each of the Borrowers that (1) is not a Credit Party becomes the owner (or ground lessee under an Eligible Ground Lease) of Property that the Borrowers determine following, as applicable, in each case reasonably acceptable to treat as an Unencumbered Property, Unencumbered Eligible Land or Unencumbered Construction-in-Process and (2) is not an Eligible Subsidiary, the Borrowers shall notify the Administrative Agent and promptly thereafter (but in any event within 30 days after such event) such Subsidiary shalland, as applicable, duly executed by the parties thereto: (i) execute within 15 calendar days of such event, (A) a Guaranty Credit Agreement Joinder pursuant to which such Subsidiary shall become, as elected by Administrative Agent and Required Lenders, a Borrower or a Guarantor, together with other Credit Documents requested by Administrative Agent, including all Security Documents and other documents requested by Administrative Agent to establish and preserve the Lien of Collateral Agent in substantially all assets of such Subsidiary; (B) UCC financing statements, Documents (as defined in the form UCC) and original collateral (including pledged Capital Stock, other securities and Instruments (as defined in the UCC)) and such other documents and agreements as may be reasonably requested by Administrative Agent, all as necessary or desirable to establish and maintain a valid, perfected Lien in all assets in which such Subsidiary has an interest; and (C) current copies of Exhibit 7.12(athe Organization Documents of such Subsidiary, resolutions of the board, other governing body thereof, or appropriate committees thereof (and, if required by such Organization Documents or applicable law, of the shareholders, members or partners) of such Person authorizing the actions and the execution and delivery of documents described in this Section 8.08, all certified by an appropriate officer as Administrative Agent may elect, and (ii) deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, information regarding the real property owned by such Person, certified resolutions and other organizational and authorizing documents within 30 calendar days of such Person and favorable opinions event, an opinion of counsel to such Person (which shall coverSubsidiary addressed to Administrative Agent and the Lenders, among other things, the legality, validity, binding effect in form and enforceability of the documentation referred substance reasonably acceptable to above), all in form, content and scope reasonably satisfactory to the Administrative Agent. It is understood and agreed that in the event any Subsidiary provides a Guaranty hereunder, it may also guaranty Indebtedness under the Other Term Loan Agreements, the Revolving The Credit Agreement, and the Indenture. (b) From time Parties will promptly pledge to time the Borrowers may request that the Administrative Collateral Agent, on behalf for the benefit of the Lenders, accept one or more Limited Partner Guaranties from unit holders of Borrowers, in substantially the form of Exhibit 7.12(b), as further inducement to the Lenders for providing the Loans hereunder, and promptly upon receipt of such request and the applicable Limited Partner Guaranty the Administrative Agent shall execute and deliver such Limited Partner Guaranty, as shall reasonably be requested, to reflect acceptance of delivery of such Limited Partner Guaranty on behalf of the Lenders. No Limited Partner Guaranty shall affect the obligations of the Borrowers hereunder.Secured Parties,

Additional Credit Parties. (a) At the time any time Person becomes a Subsidiary of the Borrowers that (1) is not a Credit Party becomes the owner (or ground lessee under an Eligible Ground Lease) of Property that the Borrowers determine to treat as an Unencumbered Property, Unencumbered Eligible Land or Unencumbered Construction-in-Process and (2) is not an Eligible SubsidiaryParty, the Borrowers Borrower shall so notify the Administrative Agent and promptly thereafter (but in any event within 30 45 days after the date thereof) shall (a) cause such eventPerson (if it is a Domestic Subsidiary) such Subsidiary shall: (i) to execute a Guaranty Joinder Agreement in form reasonably acceptable to Administrative Agent, (b)(i) cause all of the Stock of such Person (if such Person is a Domestic Subsidiary) or 65% of the Stock of such Person (if such Person is a Foreign Subsidiary owned by a Credit Party) to be delivered to the Administrative Agent (together with undated stock powers signed in blank) and pledged to the Administrative Agent pursuant to an appropriate pledge agreement in substantially the form of Exhibit 7.12(athe Pledge Agreement and otherwise in a form acceptable to the Administrative Agent, (ii) if such Person is a Domestic Subsidiary, pledge all of its assets to the Administrative Agent pursuant to a security agreement in substantially the form of the Security Agreement and otherwise in a form acceptable to the Administrative Agent, (iii) if such Person is a Domestic Subsidiary and has any Subsidiaries, (A) deliver all of the Stock of such Domestic Subsidiaries and 65% of the Stock of such direct Foreign Subsidiaries (together with undated stock powers signed in blank) to the Administrative Agent and (iiB) execute a pledge agreement in substantially the form of the Pledge Agreement and otherwise in a form acceptable to the Administrative Agent, (iv) if such Person is a Domestic Subsidiary and owns or leases any real property in the United States of America, execute any and all necessary mortgages, deeds of trust, deeds to secure debt, collateral assignments of leaseholds or other appropriate real estate collateral documentation in a form acceptable to the Administrative Agent and (v) deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, information regarding the appropriate UCC-1 financing statements, real property owned by estate title insurance policies, environmental reports and landlord waivers, and (c) cause such Person, Person to deliver certified resolutions and other organizational and authorizing documents of such Person and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above); it being understood that all of the documentation, all agreements, instruments, certificates and opinions to be delivered pursuant to (a), (b) and (c) above shall be in form, content and scope reasonably satisfactory to the Administrative Agent. It is understood and agreed that Notwithstanding anything in the event any Subsidiary provides a Guaranty hereunder, it may also guaranty Indebtedness under the Other Term Loan Agreements, the Revolving Credit Agreement, and the Indenture. (b) From time to time the Borrowers may request that the Administrative Agent, on behalf of the Lenders, accept one or more Limited Partner Guaranties from unit holders of Borrowers, in substantially the form of Exhibit 7.12(b), as further inducement this Section 6.12 to the Lenders for providing contrary, no Credit Party shall be required to (x) take any action which would violate any Requirement of Law or (y) xxxxx x Xxxx on any asset that is subject to a Permitted Lien if the Loans hereunder, and promptly upon receipt granting of such request and Lien would violate the applicable Limited Partner Guaranty agreement creating or evidencing such Permitted Lien, so long as such agreement was not entered into with the Administrative Agent shall execute and deliver such Limited Partner Guaranty, as shall reasonably be requested, to reflect acceptance intent of delivery avoiding the requirements of such Limited Partner Guaranty on behalf of the Lenders. No Limited Partner Guaranty shall affect the obligations of the Borrowers hereunderthis Section 6.12.

Additional Credit Parties. Upon (ai) At any time Credit Party creating or acquiring any Subsidiary that is a Wholly Owned Restricted Subsidiary (other than any Excluded Subsidiary) after the Closing Date, (ii) any Wholly Owned Restricted Subsidiary of the Borrowers that (1) is not a Credit Party becomes the owner ceasing to be an Excluded Subsidiary (including, without limitation, an Immaterial Subsidiary being designated pursuant to Section 9.13 as an Excluded Immaterial Subsidiary) or ground lessee under (iii) any Revocation that results in an Eligible Ground LeaseUnrestricted Subsidiary becoming a Wholly Owned Restricted Subsidiary (other than any Excluded Subsidiary) of Property a Credit Party (such Wholly Owned Restricted Subsidiary referenced in clause (i), (ii) or (iii) above, an “Additional Credit Party”), such Credit Party shall, assuming and to the extent that it does not violate any Gaming Law or assuming and to the Borrowers determine extent it obtains the approval of the Gaming Authority to treat as an Unencumbered Propertythe extent such approval is required by applicable Gaming Laws (which Borrower hereby agrees to use commercially reasonable efforts to obtain), Unencumbered Eligible Land or Unencumbered Construction-in-Process and (2A) is not an Eligible Subsidiary, the Borrowers shall notify the Administrative Agent and cause each such Wholly Owned Restricted Subsidiary to promptly thereafter (but in any event within 30 45 days (or 95 days, in the event of any Discharge of any Indebtedness in connection with the acquisition of any such Subsidiary) after the later of such event) such Subsidiary shall: event described in clause (i) execute a Guaranty in substantially the form of Exhibit 7.12(a) and ), (ii) or (iii) above or receipt of such approval (or such longer period of time as Administrative Agent may agree to in its sole discretion), execute and deliver all such other documentation agreements, guarantees, documents and certificates (including Joinder Agreements, any amendments to the Credit Documents, lien searches and a Perfection Certificate) as the Administrative Agent may reasonably request in connection order to have such Wholly Owned Restricted Subsidiary become a Guarantor and (B)(I) execute and deliver to Collateral Agent such amendments to or additional Security Documents as Collateral Agent deems necessary or advisable in order to grant to Collateral Agent for the benefit of the Secured Parties, a perfected security interest in the Equity Interests of such Additional Credit Party which are owned by any Credit Party and required to be pledged pursuant to the Security Agreement, (II) deliver to Collateral Agent the certificates (if any) representing such Equity Interests together with in the case of such Equity Interests, undated stock powers endorsed in blank, (III) cause such Additional Credit Party to take such actions necessary or advisable (including executing and delivering a Joinder Agreement) to grant to Collateral Agent for the benefit of the Secured Parties, a perfected security interest in the collateral described in (subject to any requirements set forth in the Security Agreement with respect to limitations on grant of security interests in certain types of assets or Pledged Collateral and limitations or exclusions from the requirement to perfect Liens on such Pledged Collateral and excluding acts with respect to perfection of security interests and Liens not required under, or excluded from the requirements under, the Security Agreement) the Security Agreement and all other Property (limited, in the case of any first-tier Foreign Subsidiary or CFC Holdco, to 65% of the voting Equity Interests and 100% of the non-voting Equity Interests of such Foreign Subsidiary or CFC Holdco) of such Additional Credit Party in accordance with the foregoingprovisions of Section 9.08 hereof with respect to such Additional Credit Party, or as necessary under applicable law or as may be reasonably requested by Collateral Agent, and (IV) deliver to Collateral Agent all legal opinions reasonably requested by Collateral Agent with respect to such Additional Credit Party relating to the matters described above covering matters similar to those covered in the opinions delivered on the Closing Date; provided, however, that Borrower shall use its commercially reasonable efforts to obtain such approvals for any Mortgage(s) and Lien(s) (including pledge of the Equity Interests of such Subsidiary) to be granted by such Additional Credit Party and for the Guarantee of such Additional Credit Party as soon as reasonably practicable; provided, further, that, solely with respect of the Xxxx Las Vegas Entities (including the Xxxx Las Vegas Pledge), the requirements of subclause (B) above shall be subject to the limitations in any then outstanding Xxxx Las Vegas Notes (provided, however, that (i) with respect to the Xxxx Las Vegas Entities, the Borrower shall comply with the requirements of subclause (B) above to the maximum extent permitted by any then outstanding Xxxx Las Vegas Notes, including, without limitation, information regarding Section 4.09 of the real property owned by such Personindenture governing the Xxxx Las Vegas 2023 Notes and (ii) in connection with the Borrower’s compliance with clause (i) of this proviso, certified resolutions (x) the Borrower and the Administrative Agent shall amend or otherwise modify, without the consent of any other organizational and authorizing documents of such Person and favorable opinions of counsel to such Person (which shall cover, among other thingsparty, the legality, validity, binding effect Security Documents to the extent necessary to effectuate such compliance) and enforceability of (y) the documentation referred to above), all Administrative Agent shall enter into such intercreditor agreements (in form, content and scope forms reasonably satisfactory to the Administrative Adminsitrative Agent) with respect to the Xxxx Las Vegas Pledge with the holders of the Xxxx Las Vegas Notes to the extent necessary to effectuate such complaince. It All of the foregoing actions shall be at the sole cost and expense of the Credit Parties. Notwithstanding the foregoing in this Section 9.11 to the contrary, it is understood and agreed that no Lien(s), Mortgage(s) and/or Guarantee of the applicable Additional Credit Party shall be required to be granted or delivered at such time as provided in the event paragraph above in this Section 9.11 as a result of such Lien(s), Mortgage(s) and/or Guarantee being prohibited (i) by the applicable Gaming Authorities, any Subsidiary provides a Guaranty hereunderother applicable Governmental Authorities or applicable Law; provided, it may also guaranty Indebtedness under however, that Borrower has used its commercially reasonable efforts to obtain such approvals for such Lien(s), Mortgage(s) and/or Guarantee or (ii) any Contractual Obligation (except to the Other Term Loan Agreements, extent superseded by the Revolving Credit Agreement, and the Indenture. (b) From time to time the Borrowers may request that the Administrative Agent, on behalf applicable provisions of the Lenders, accept one or more Limited Partner Guaranties from unit holders of Borrowers, in substantially the form of Exhibit 7.12(bUCC), as further inducement to the Lenders for providing the Loans hereunder, and promptly upon receipt of such request and the applicable Limited Partner Guaranty the Administrative Agent shall execute and deliver such Limited Partner Guaranty, as shall reasonably be requested, to reflect acceptance of delivery of such Limited Partner Guaranty on behalf of the Lenders. No Limited Partner Guaranty shall affect the obligations of the Borrowers hereunder.

Additional Credit Parties. (a) At the time any time Person becomes a Subsidiary of the Borrowers that (1) is not a Credit Party becomes the owner (or ground lessee under an Eligible Ground Lease) of Property that the Borrowers determine to treat as an Unencumbered Property, Unencumbered Eligible Land or Unencumbered Construction-in-Process and (2) is not an Eligible SubsidiaryParty, the Borrowers Borrower shall so notify the Administrative Agent and promptly thereafter (but in any event within 30 days after the date thereof) shall cause such eventPerson to (a) such Subsidiary shall: (i) if it is a Domestic Subsidiary, execute a Guaranty Joinder Agreement in substantially the same form as Exhibit 7.13, (b) cause all of the capital stock of such Person (if it is a Domestic Subsidiary) or 65% of the capital stock of such Person (if it is a First Tier Foreign Subsidiary) to be delivered to the Collateral Agent (together with undated stock powers signed in blank) and pledged to the Collateral Agent pursuant to an appropriate pledge agreement in substantially the form of Exhibit 7.12(athe Pledge Agreement (or a joinder to the existing Pledge Agreement) and otherwise in a form acceptable to the Collateral Agent, (c) if such Person is a Domestic Subsidiary, pledge all of its assets to the Collateral Agent pursuant to a security agreement in substantially the form of the Security Agreement (or a joinder to the existing Security Agreement) and otherwise in a form acceptable to the Collateral Agent, and (d) if such Person is a Domestic Subsidiary and has any Subsidiaries, (A) deliver all of the capital stock of such Domestic Subsidiaries owned by it and 65% of the stock of the First Tier Foreign Subsidiaries owned by it (together with undated stock powers signed in blank) to the Collateral Agent and (B) execute a pledge agreement in substantially the form of the Pledge Agreement (or a joinder to the existing Pledge Agreement) and otherwise in a form acceptable to the Collateral Agent, (e) if such Person is a Domestic Subsidiary and owns or leases any real property, execute any and all necessary mortgages, deeds of trust, deeds to secure debt or other appropriate real estate collateral documentation in a form acceptable to the Collateral Agent (or use its commercially reasonable efforts to cause to be delivered to the Collateral Agent a landlord waiver or estoppel letter with respect thereto in a form reasonably acceptable to the Collateral Agent) and (iif) deliver such other documentation as the Administrative Collateral Agent may reasonably request in connection with the foregoing, including, without limitation, information regarding the appropriate UCC-1 financing statements, real property owned by such Personestate title insurance policies, environmental reports, landlord's waivers, certified resolutions and other organizational and authorizing documents of such Person and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above), all in form, content and scope reasonably satisfactory to the Administrative Collateral Agent. It is understood and agreed that in the event any Subsidiary provides a Guaranty hereunder, it may also guaranty Indebtedness under the Other Term Loan Agreements, the Revolving Credit Agreement, and the Indenture. (b) From time to time the Borrowers may request that the Administrative Agent, on behalf of the Lenders, accept one or more Limited Partner Guaranties from unit holders of Borrowers, in substantially the form of Exhibit 7.12(b), as further inducement to the Lenders for providing the Loans hereunder, and promptly upon receipt of such request and the applicable Limited Partner Guaranty the Administrative Agent shall execute and deliver such Limited Partner Guaranty, as shall reasonably be requested, to reflect acceptance of delivery of such Limited Partner Guaranty on behalf of the Lenders. No Limited Partner Guaranty shall affect the obligations of the Borrowers hereunder.

Additional Credit Parties. (a) At the time any time Person becomes a Material Subsidiary of the Borrowers that (1) is not a Credit Party becomes the owner (or ground lessee under an Eligible Ground Lease) of Property that the Borrowers determine to treat as an Unencumbered Property, Unencumbered Eligible Land or Unencumbered Construction-in-Process and (2) is not an Eligible SubsidiaryParty, the Borrowers Borrower shall so notify the Administrative Agent and promptly thereafter (but in any event within 30 days after the date thereof) shall cause such event) such Subsidiary shall: (i) Person to execute a Guaranty Joinder Agreement in substantially the same form as Exhibit 7.13, (b) cause all of the capital stock of such Person to be delivered to the Collateral Agent (together with undated stock powers signed in blank) and pledged to the Collateral Agent pursuant to an appropriate pledge agreement in substantially the form of Exhibit 7.12(athe Pledge Agreements and otherwise in a form reasonably acceptable to the Collateral Agent, (c) pledge such of its assets to the Lenders pursuant to a security agreement in substantially the form of the Security Agreements and otherwise in a form reasonably acceptable to the Collateral Agent, and collaterally assign any Material License Agreements to which it is a party, (d) if such Person has any Subsidiaries, (i) deliver all of the capital stock of such Subsidiaries (together with undated stock powers signed in blank) to the Collateral Agent and (ii) execute a pledge agreement in substantially the form of the Pledge Agreements and otherwise in a form reasonably acceptable to the Collateral Agent, (e) if such Person owns any real property, execute any and all necessary mortgages, deeds of trust, deeds to secure debt or other appropriate real estate collateral documentation in a form substantially similar to the Mortgages, with appropriate covenants as necessary unless the Borrower has previously exercised its rights pursuant to Section 11.19 and (f) deliver such other documentation as the Administrative Collateral Agent may reasonably request in connection with the foregoing, including, without limitation, information regarding the appropriate UCC-1 financing statements, real property owned by such Personestate title insurance policies, environmental reports, certified resolutions and other organizational and authorizing documents of such Person and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above), all in form, content and scope reasonably satisfactory to the Administrative Agent. It is understood and agreed that in the event any Subsidiary provides a Guaranty hereunder, it may also guaranty Indebtedness under the Other Term Loan Agreements, the Revolving Credit Agreement, and the IndentureAgents. (b) From time to time the Borrowers may request that the Administrative Agent, on behalf of the Lenders, accept one or more Limited Partner Guaranties from unit holders of Borrowers, in substantially the form of Exhibit 7.12(b), as further inducement to the Lenders for providing the Loans hereunder, and promptly upon receipt of such request and the applicable Limited Partner Guaranty the Administrative Agent shall execute and deliver such Limited Partner Guaranty, as shall reasonably be requested, to reflect acceptance of delivery of such Limited Partner Guaranty on behalf of the Lenders. No Limited Partner Guaranty shall affect the obligations of the Borrowers hereunder.

Additional Credit Parties. Within 30 days after the date the officer's certificate is due pursuant to Section 7.1(c), the Borrower shall cause (a) At any time each Person who is a Material Domestic Subsidiary of the Borrowers that (1) who is not already a Credit Party becomes the owner (or ground lessee under an Eligible Ground Lease) of Property that the Borrowers determine Guarantor to treat as an Unencumbered Property, Unencumbered Eligible Land or Unencumbered Construction-in-Process and (2) is not an Eligible Subsidiary, the Borrowers shall notify the Administrative Agent and promptly thereafter (but in any event within 30 days after such event) such Subsidiary shall: (i) execute a Guaranty Joinder Agreement in substantially the form of Exhibit 7.12(a7.12, (b) itself and each Domestic Subsidiary that directly owns a Material First Tier Foreign Subsidiary to pledge 65% of the Voting Stock of such Material First Tier Foreign Subsidiary pursuant to a Pledge Agreement (to the extent 65% of the Voting Stock of such Material First Tier Foreign Subsidiary was not previously pledged), (c) itself and each Material Domestic Subsidiary that has loaned money to a Non-Material Domestic Subsidiary to evidence such loan by an enforceable promissory note and to deliver such promissory note, together with a Collateral Assignment of Note and endorsement thereto (to the extent not previously delivered), (d) such other Persons to execute Joinder Agreements or pledge Voting Stock as required by Section 7.15, and (iie) deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, information regarding the real property owned by such Person, (i) appropriate certified resolutions and other organizational and authorizing documents of such Person and Person, (ii) 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), all in form, content and scope reasonably satisfactory to the Administrative Agent. It is understood and agreed that in the event any Subsidiary provides a Guaranty hereunder, it may also guaranty Indebtedness under the Other Term Loan Agreements, the Revolving Credit Agreement, and (iii) stock certificates with stock powers executed in blank or evidence of perfection (which may include opinions) regarding uncertificated securities and/or original promissory notes with executed endorsements attached thereto. The Lenders agree that within 30 days after receipt of reasonably sufficient evidence that (x) a Domestic Subsidiary ceases to be a Material Domestic Subsidiary or (y) a Material First Tier Foreign Subsidiary ceases to be a First Tier Foreign Subsidiary or ceases to be a Material Foreign Subsidiary, then either such Domestic Subsidiary shall be released from its obligations as a Guarantor or the Indenture. stock of such Foreign Subsidiary shall be returned to the Domestic Subsidiary pledging such stock. The Lenders further agree that within 30 days after notice from the Borrower that any loan or series of loans referred to in clause (bc) From time to time above has been repaid in full, then the Borrowers may request that the Administrative Agent, on behalf pledge of the Lenders, accept one or more Limited Partner Guaranties from unit holders of Borrowers, in substantially the form of Exhibit 7.12(b), as further inducement to the Lenders for providing the Loans hereunder, promissory note evidencing such loan shall be terminated and promptly upon receipt of such request and the applicable Limited Partner Guaranty the Administrative Agent shall execute release and deliver return such Limited Partner Guarantypromissory note, together with the related Collateral Assignment of Note, to the Borrower or such Material Domestic Subsidiary, as shall reasonably be requestedthe case may be. The Agent is hereby authorized in connection with the events described in the prior two sentences, at the expense of the Borrower, to reflect acceptance execute such documentation as appropriate to evidence such release or return unless, in the circumstances described in (x) and (y) above, such release or return would cause a violation of delivery of such Limited Partner Guaranty on behalf of the Lenders. No Limited Partner Guaranty shall affect the obligations of the Borrowers hereunderSection 7.15.

Additional Credit Parties. (a) At Subject to any applicable limitations set forth in the Security Documents, the Borrowers will cause each direct or indirect Domestic Subsidiary (other than any Excluded Subsidiary or any Other Borrower) formed or otherwise purchased or acquired after the Closing Date (including pursuant to a Permitted Acquisition), and each other Domestic Subsidiary that ceases to constitute an Excluded Subsidiary, within 45 days from the date of such formation, acquisition or cessation, as applicable (or such longer period as the Administrative Agent may agree in its reasonable discretion), and the Lead Borrower may at its option cause any Subsidiary, to execute a supplement to each of the Guarantee, the Pledge Agreement and the Security Agreement in order to become a Guarantor under the Guarantee and a grantor under such Security Documents or, to the extent reasonably requested by the Collateral Agent, enter into a new Security Document substantially consistent with the analogous existing Security Documents and otherwise in form and substance reasonably satisfactory to such Collateral Agent and take all other action reasonably requested by the Collateral Agent to grant a perfected security interest in its assets to substantially the same extent as created by the Credit Parties on the Closing Date. (b) Subject to any applicable limitations set forth in the Security Documents, upon the request of the Lead Borrower from time to time, any direct or indirect Domestic Subsidiary (other than any Excluded Subsidiary (except any Subsidiary that is an Excluded Subsidiary solely by virtue of clause (a) of the definition of “Excluded Subsidiary”)) formed or otherwise purchased or acquired after the Closing Date (including pursuant to a Permitted Acquisition), or that ceases to constitute an Excluded Subsidiary after the Closing Date and that owns assets eligible to be included in the Borrowing Base may be added as an Other Borrower hereunder, effective upon the execution and delivery to the Administrative Agent of (i) by such Domestic Subsidiary of the Borrowers that (1A) is not a Credit Party becomes the owner (Joinder Agreement and amendments or ground lessee joinders to any outstanding promissory notes issued under an Eligible Ground LeaseSection 13.6(d) of Property that the Borrowers determine to treat as an Unencumbered Property, Unencumbered Eligible Land or Unencumbered Construction-in-Process and (2B) is any other Security Documents and other documents that such Domestic Subsidiary would be required to deliver pursuant to clause (a) above if it were becoming a Guarantor (with such modifications thereto as are reasonably necessary to accommodate such Domestic Subsidiary becoming a Borrower and not an Eligible Subsidiary, the Borrowers shall notify the Administrative Agent and promptly thereafter (but in any event within 30 days after such event) such Subsidiary shall: (i) execute a Guaranty in substantially the form of Exhibit 7.12(aGuarantor) and (ii) deliver such other documentation as by the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, information regarding the real property owned by such Person, certified resolutions and other organizational and authorizing documents Guarantors of such Person and favorable opinions their reaffirmation of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above), all in form, content and scope reasonably satisfactory to the Administrative Agent. It is understood and agreed that in the event any Subsidiary provides a Guaranty hereunder, it may also guaranty Indebtedness under the Other Term Loan Agreements, the Revolving Credit Agreement, and the Indentureeach Guarantee. (b) From time to time the Borrowers may request that the Administrative Agent, on behalf of the Lenders, accept one or more Limited Partner Guaranties from unit holders of Borrowers, in substantially the form of Exhibit 7.12(b), as further inducement to the Lenders for providing the Loans hereunder, and promptly upon receipt of such request and the applicable Limited Partner Guaranty the Administrative Agent shall execute and deliver such Limited Partner Guaranty, as shall reasonably be requested, to reflect acceptance of delivery of such Limited Partner Guaranty on behalf of the Lenders. No Limited Partner Guaranty shall affect the obligations of the Borrowers hereunder.

Additional Credit Parties. Upon (ai) At any time Credit Party creating or acquiring any Subsidiary that is a Wholly Owned Restricted Subsidiary (other than any Excluded Subsidiary) after the Closing Date, (ii) any Wholly Owned Restricted Subsidiary of the Borrowers that (1) is not a Credit Party becomes the owner ceasing to be an Excluded Subsidiary (including, without limitation, an Immaterial Subsidiary being designated pursuant to Section 9.13 as an Excluded Immaterial Subsidiary) or ground lessee under (iii) any Revocation that results in an Eligible Ground LeaseUnrestricted Subsidiary becoming a Wholly Owned Restricted Subsidiary (other than any Excluded Subsidiary) of Property a Credit Party (such Wholly Owned Restricted Subsidiary referenced in clause (i), (ii) or (iii) above, an “Additional Credit Party”), such Credit Party shall, assuming and to the extent that it does not violate any Gaming Law or assuming and to the Borrowers determine extent it obtains the approval of the Gaming Authority to treat as an Unencumbered Propertythe extent such approval is required by applicable Gaming Laws (which Borrower hereby agrees to use commercially reasonable efforts to obtain), Unencumbered Eligible Land or Unencumbered Construction-in-Process and (2A) is not an Eligible Subsidiary, the Borrowers shall notify the Administrative Agent and cause each such Wholly Owned Restricted Subsidiary to promptly thereafter (but in any event within 30 45 days (or 95 days, in the event of any Discharge of any Indebtedness in connection with the acquisition of any such Subsidiary) after the later of such event) such Subsidiary shall: event described in clause (i) execute a Guaranty in substantially the form of Exhibit 7.12(a) and ), (ii) or (iii) above or receipt of such approval (or such longer period of time as Administrative Agent may agree to in its sole discretion), execute and deliver all such other documentation agreements, guarantees, documents and certificates (including Joinder Agreements, any amendments to the Credit Documents, lien searches and a Perfection Certificate) as the Administrative Agent may reasonably request in connection order to have such Wholly Owned Restricted Subsidiary become a Guarantor and (B)(I) execute and deliver to Collateral Agent such amendments to or additional Security Documents as Collateral Agent deems necessary or advisable in order to grant to Collateral Agent for the benefit of the Secured Parties, a perfected security interest in the Equity Interests of such Additional Credit Party which are owned by any Credit Party and required to be pledged pursuant to the Security Agreement, (II) deliver to Collateral Agent the certificates (if any) representing such Equity Interests together with in the case of such Equity Interests, undated stock powers endorsed in blank, (III) cause such Additional Credit Party to take such actions necessary or advisable (including executing and delivering a Joinder Agreement) to grant to Collateral Agent for the benefit of the Secured Parties, a perfected security interest in the collateral described in (subject to any requirements set forth in the Security Agreement with respect to limitations on grant of security interests in certain types of assets or Pledged Collateral and limitations or exclusions from the requirement to perfect Liens on such Pledged Collateral and excluding acts with respect to perfection of security interests and Liens not required under, or excluded from the requirements under, the Security Agreement) the Security Agreement and all other Property (limited, in the case of any first-tier Foreign Subsidiary or CFC Holdco, to 65% of the voting Equity Interests and 100% of the non-voting Equity Interests of such Foreign Subsidiary or CFC Holdco) of such Additional Credit Party in accordance with the foregoingprovisions of Section 9.08 hereof with respect to such Additional Credit Party, or as necessary under applicable law or as may be reasonably requested by Collateral Agent, and (IV) deliver to Collateral Agent all legal opinions reasonably requested by Collateral Agent with respect to such Additional Credit Party relating to the matters described above covering matters similar to those covered in the opinions delivered on the Closing Date; provided, however, that Borrower shall use its commercially reasonable efforts to obtain such approvals for any Mortgage(s) and Lien(s) (including pledge of the Equity Interests of such Subsidiary) to be granted by such Additional Credit Party and for the Guarantee of such Additional Credit Party as soon as reasonably practicable; provided, further, that, solely with respect of the Xxxx Las Vegas Entities (including the Xxxx Las Vegas Pledge), the requirements of subclause (B) above shall be subject to the limitations in any then outstanding Xxxx Las Vegas Notes (provided, however, that (i) with respect to the Xxxx Las Vegas Entities, the Borrower shall comply with the requirements of subclause (B) above to the maximum extent permitted by any then outstanding Xxxx Las Vegas Notes, including, without limitation, information regarding Section 4.09 of the real property owned by such Personindenture governing the Xxxx Las Vegas 2023 Notes and (ii) in connection with the Borrower’s compliance with clause (i) of this proviso, certified resolutions (x) the Borrower and the Administrative Agent shall amend or otherwise modify, without the consent of any other organizational and authorizing documents of such Person and favorable opinions of counsel to such Person (which shall cover, among other thingsparty, the legality, validity, binding effect Security Documents to the extent necessary to effectuate such compliance) and enforceability of (y) the documentation referred to above), all Administrative Agent shall enter into such intercreditor agreements (in form, content and scope forms reasonably satisfactory to the Administrative Agent) with respect to the Xxxx Las Vegas Pledge with the holders of the Xxxx Las Vegas Notes to the extent necessary to effectuate such compliance. It All of the foregoing actions shall be at the sole cost and expense of the Credit Parties. Notwithstanding the foregoing in this Section 9.11 to the contrary, it is understood and agreed that no Lien(s), Mortgage(s) and/or Guarantee of the applicable Additional Credit Party shall be required to be granted or delivered at such time as provided in the event paragraph above in this Section 9.11 as a result of such Lien(s), Mortgage(s) and/or Guarantee being prohibited (i) by the applicable Gaming Authorities, any Subsidiary provides a Guaranty hereunderother applicable Governmental Authorities or applicable Law; provided, it may also guaranty Indebtedness under however, that Borrower has used its commercially reasonable efforts to obtain such approvals for such Lien(s), Mortgage(s) and/or Guarantee or (ii) any Contractual Obligation (except to the Other Term Loan Agreements, extent superseded by the Revolving Credit Agreement, and the Indenture. (b) From time to time the Borrowers may request that the Administrative Agent, on behalf applicable provisions of the Lenders, accept one or more Limited Partner Guaranties from unit holders of Borrowers, in substantially the form of Exhibit 7.12(bUCC), as further inducement to the Lenders for providing the Loans hereunder, and promptly upon receipt of such request and the applicable Limited Partner Guaranty the Administrative Agent shall execute and deliver such Limited Partner Guaranty, as shall reasonably be requested, to reflect acceptance of delivery of such Limited Partner Guaranty on behalf of the Lenders. No Limited Partner Guaranty shall affect the obligations of the Borrowers hereunder.

Additional Credit Parties. Upon (ai) At any time Credit Party creating or acquiring any Subsidiary that is a Wholly Owned Restricted Subsidiary (other than any Excluded Subsidiary) after the Closing Date, (ii) any Wholly Owned Restricted Subsidiary of the Borrowers that (1) is not a Credit Party becomes the owner ceasing to be an Excluded Subsidiary (including, without limitation, an Immaterial Subsidiary being designated pursuant to Section 9.13 as an Excluded Immaterial Subsidiary) or ground lessee under (iii) any Revocation that results in an Eligible Ground LeaseUnrestricted Subsidiary becoming a Wholly Owned Restricted Subsidiary (other than any Excluded Subsidiary) of Property a Credit Party (such Wholly Owned Restricted Subsidiary referenced in clause (i), (ii) or (iii) above, an “Additional Credit Party”), such Credit Party shall, assuming and to the extent that it does not violate any Gaming Law or assuming and to the Borrowers determine extent it obtains the approval of the Gaming Authority to treat as an Unencumbered Propertythe extent such approval is required by applicable Gaming Laws (which Borrower hereby agrees to use commercially reasonable efforts to obtain), Unencumbered Eligible Land or Unencumbered Construction-in-Process and (2A) is not an Eligible Subsidiary, the Borrowers shall notify the Administrative Agent and cause each such Wholly Owned Restricted Subsidiary to promptly thereafter (but in any event within 30 45 days (or 95 days, in the event of any Discharge of any Indebtedness in connection with the acquisition of any such Subsidiary) after the later of such event) such Subsidiary shall: event described in clause (i) execute a Guaranty in substantially the form of Exhibit 7.12(a) and ), (ii) or (iii) above or receipt of such approval (or such longer period of time as Administrative Agent may agree to in its sole discretion), execute and deliver all such other documentation agreements, guarantees, documents and certificates (including Joinder Agreements, any amendments to the Credit Documents, lien searches and a Perfection Certificate) as the Administrative Agent may reasonably request in connection order to have such Wholly Owned Restricted Subsidiary become a Guarantor and (B)(I) execute and deliver to Collateral Agent such amendments to or additional Security Documents as Collateral Agent deems necessary or advisable in order to grant to Collateral Agent for the benefit of the Secured Parties, a perfected security interest in the Equity Interests of such Additional Credit Party which are owned by any Credit Party and required to be pledged pursuant to the Security Agreement, (II) deliver to Collateral Agent the certificates (if any) representing such Equity Interests together with in the case of such Equity Interests, undated stock powers endorsed in blank, (III) cause such Additional Credit Party to take such actions necessary or advisable (including executing and delivering a Joinder Agreement) to grant to Collateral Agent for the benefit of the Secured Parties, a perfected security interest in the collateral described in (subject to any requirements set forth in the Security Agreement with respect to limitations on grant of security interests in certain types of assets or Pledged Collateral and limitations or exclusions from the requirement to perfect Liens on such Pledged Collateral and excluding acts with respect to perfection of security interests and Liens not required under, or excluded from the requirements under, the Security Agreement) the Security Agreement and all other Property (limited, in the case of any first-tier Foreign Subsidiary or CFC Holdco, to 65% of the voting Equity Interests and 100% of the non-voting Equity Interests of such Foreign Subsidiary or CFC Holdco) of such Additional Credit Party in accordance with the foregoingprovisions of Section 9.08 hereof with respect to such Additional Credit Party, or as necessary under applicable law or as may be reasonably requested by Collateral Agent, and (IV) deliver to Collateral Agent all legal opinions reasonably requested by Collateral Agent with respect to such Additional Credit Party relating to the matters described above covering matters similar to those covered in the opinions delivered on the Closing Date; provided, however, that Borrower shall use its commercially reasonable efforts to obtain such approvals for any Mortgage(s) and Lien(s) (including pledge of the Equity Interests of such Subsidiary) to be granted by such Additional Credit Party and for the Guarantee of such Additional Credit Party as soon as reasonably practicable; provided, further, that, solely with respect of the Xxxx Las Vegas Entities (including the Xxxx Las Vegas Pledge), the requirements of subclause (B) above shall be subject to the limitations in any then outstanding Xxxx Las Vegas Notes (provided, however, that (i) with respect to the Xxxx Las Vegas Entities, the Borrower shall comply with the requirements of subclause (B) above to the maximum extent permitted by any then outstanding Xxxx Las Vegas Notes, including, without limitation, information regarding Section 4.09 of the real property owned by such Personindenture governing the Xxxx Las Vegas 2023 Notes and (ii) in connection with the Borrower’s compliance with clause (i) of this proviso, certified resolutions (x) the Borrower and the Administrative Agent shall amend or otherwise modify, without the consent of any other organizational and authorizing documents of such Person and favorable opinions of counsel to such Person (which shall cover, among other thingsparty, the legality, validity, binding effect Security Documents to the extent necessary to effectuate such compliance) and enforceability of (y) the documentation referred to above), all Administrative Agent shall enter into such intercreditor agreements (in form, content and scope forms reasonably satisfactory to the Administrative AdminsitrativeAdministrative Agent) with respect to the Xxxx Las Vegas Pledge with the holders of the Xxxx Las Vegas Notes to the extent necessary to effectuate such complaincecompliance. It All of the foregoing actions shall be at the sole cost and expense of the Credit Parties. Notwithstanding the foregoing in this Section 9.11 to the contrary, it is understood and agreed that no Lien(s), Mortgage(s) and/or Guarantee of the applicable Additional Credit Party shall be required to be granted or delivered at such time as provided in the event paragraph above in this Section 9.11 as a result of such Lien(s), Mortgage(s) and/or Guarantee being prohibited (i) by the applicable Gaming Authorities, any Subsidiary provides a Guaranty hereunderother applicable Governmental Authorities or applicable Law; provided, it may also guaranty Indebtedness under however, that Borrower has used its commercially reasonable efforts to obtain such approvals for such Lien(s), Mortgage(s) and/or Guarantee or (ii) any Contractual Obligation (except to the Other Term Loan Agreements, extent superseded by the Revolving Credit Agreement, and the Indenture. (b) From time to time the Borrowers may request that the Administrative Agent, on behalf applicable provisions of the Lenders, accept one or more Limited Partner Guaranties from unit holders of Borrowers, in substantially the form of Exhibit 7.12(bUCC), as further inducement to the Lenders for providing the Loans hereunder, and promptly upon receipt of such request and the applicable Limited Partner Guaranty the Administrative Agent shall execute and deliver such Limited Partner Guaranty, as shall reasonably be requested, to reflect acceptance of delivery of such Limited Partner Guaranty on behalf of the Lenders. No Limited Partner Guaranty shall affect the obligations of the Borrowers hereunder.

Additional Credit Parties. (a) At MSG may designate additional US Subsidiaries to be US Borrowers under the US Credit Agreement, and Ravenstock may designate additional Foreign Subsidiaries organized under the laws of the United Kingdom to be additional UK Borrowers under the UK Credit Agreement, and thereby include the assets of such Subsidiaries in calculation of the Applicable Borrowing Base, subject to all the terms thereof; provided that there shall be no more than three (3) US Borrowers or UK Borrowers at any time. Such designation shall only become effective at such time as (i) the designated Subsidiary shall have executed and delivered to the Administrative Agent, with sufficient copies for each Applicable Lender, a Joinder Agreement (as amended to be valid and binding under the laws of England and Wales in the case of an additional UK Borrower) and shall have granted to the Applicable Security Agent first priority and fully perfected Liens on its assets, (ii) the Applicable Security Agent shall have received a first priority pledge of or charge over the Capital Stock of such Subsidiary, (iii) the Administrative Agent shall have received such opinions of counsel, corporate documents and other documents and instruments as the Administrative Agent or the Applicable Security Agent may reasonably request, in each case in form and substance satisfactory to the Administrative Agent and the Applicable Security Agent and (iv) if the additional Subsidiary was acquired or created in connection with any acquisition and the aggregate purchase price in connection with such an acquisition is in excess of $5,000,000 (or if the Rental Fleet Assets owned by such additional Borrower that may be included in any calculation of the US Borrowing Base or the UK Borrowing Base have a value in excess of $5,000,000), the Administrative Agent shall have received a satisfactory “desktop appraisal” of the Rental Fleet Assets owned by such additional Borrower Upon the satisfaction of such conditions, the applicable Subsidiary shall become a US Borrower or UK Borrower for all purposes of the Loan Documents. (b) If after the Closing Date either any Non-Guarantor Subsidiary or Mobile Storage Group (Texas), L.P. acquires assets with a fair market value of $100,000 or more, or any Borrower or any of its Subsidiaries forms or acquires a Subsidiary (in a Permitted Acquisition, including any merger, amalgamation or consolidation in connection therewith) which has assets with a fair market value of the Borrowers that (1) is not $100,000 or more, then unless such Subsidiary has become a Credit Party becomes the owner (or ground lessee under an Eligible Ground Lease) of Property that the Borrowers determine Borrower pursuant to treat as an Unencumbered Property, Unencumbered Eligible Land or Unencumbered Construction-in-Process and (2) is not an Eligible SubsidiarySection 7.32(a), the Borrowers shall notify promptly (and in any event within 5 Applicable Business Days) cause such Subsidiary to become a Subsidiary Guarantor by executing and delivering to the Administrative Agent and promptly thereafter the UK Agent, as applicable, with sufficient copies for each Lender, a Guaranty or a supplement or joinder to a Subsidiary Guaranty to guarantee the Obligations of the Borrowers (but in any event within 30 days after such eventthe case of a US Subsidiary) or the UK Borrower (in the case of a Foreign Subsidiary), and grant to the Applicable Security Agent, as applicable, first priority and fully perfected Liens on its assets and the Capital Stock of such Subsidiary shall: (ilimited in the case of Capital Stock of a Foreign Subsidiary to the extent set forth in the Pledge Agreement) execute a Guaranty in substantially the form to secure its Obligations, with such opinions of Exhibit 7.12(a) and counsel (ii) deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, information regarding the real property owned by such Person, certified resolutions and other organizational and authorizing documents of such Person and favorable opinions of counsel to such Person as may be requested in connection with Mobile Storage Group (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to aboveTexas), all L.P. acquiring assets with a fair market value in formexcess of $100,000 or more), content corporate documents and scope other documents and instruments as the Applicable Security Agent may reasonably request, in each case in form and substance satisfactory to the Administrative Applicable Security Agent. It is understood and agreed that in Notwithstanding the event foregoing, Liens on any Subsidiary provides a Guaranty hereunder, it may also guaranty Indebtedness under the Other Term Loan Agreements, the Revolving Credit Agreement, and the Indenture. (b) From time to time the Borrowers may request that the Administrative Agent, on behalf of the Lenders, accept one or more Limited Partner Guaranties from unit holders of Borrowers, in substantially the form of Exhibit 7.12(b), as further inducement assets constituting Real Estate shall be subject to the Lenders for providing the Loans hereunder, and promptly upon receipt provisions of such request and the applicable Limited Partner Guaranty the Administrative Agent shall execute and deliver such Limited Partner Guaranty, as shall reasonably be requested, to reflect acceptance of delivery of such Limited Partner Guaranty on behalf of the Lenders. No Limited Partner Guaranty shall affect the obligations of the Borrowers hereunderSection 7.33.

Additional Credit Parties. (a) At any time a Subsidiary of the Borrowers that (1) is not a Credit Party becomes the owner (or ground lessee under an Eligible Ground Lease) of Property that the Borrowers determine to treat As soon as an Unencumbered Property, Unencumbered Eligible Land or Unencumbered Construction-in-Process practicable and (2) is not an Eligible Subsidiary, the Borrowers shall notify the Administrative Agent and promptly thereafter (but in any event within 30 days after any Person becomes a Material Subsidiary, the Borrowers shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing all of the assets of such event) such Subsidiary shall: Person and shall (i) if such Person is a Domestic Subsidiary of a Credit Party, cause such Person to execute a Guaranty Joinder Agreement in substantially the same form of as Exhibit 7.12(a) and 7.12, (ii) cause 100% (if such Person is a Domestic Subsidiary of a Credit Party) or 65% (if such Person is a direct Foreign Subsidiary of a Credit Party) of the Capital Stock of such Person to be delivered to the Administrative Agent (together with undated stock powers signed in blank (unless, with respect to a Foreign Subsidiary, such stock powers are deemed unnecessary by the Administrative Agent in its reasonable discretion under the law of the jurisdiction of incorporation of such Person)) and pledged to the Administrative Agent pursuant to an appropriate pledge agreement(s) in form acceptable to the Administrative Agent and cause such Person to deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, information regarding the real property owned by such Person, appropriate certified resolutions and other organizational and authorizing documents of such Person Person, and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above), all in form, content and scope reasonably satisfactory to the Administrative Agent. It is understood and agreed that in the event any Subsidiary provides a Guaranty hereunder, it may also guaranty Indebtedness under the Other Term Loan Agreements, the Revolving Credit Agreement, and the Indenture. (b) From time to time As soon as practicable and in any event within 30 days after any date on which any Domestic Subsidiary that does not individually constitute a Material Subsidiary (a “Non-Material Domestic Subsidiary”), constitutes, in the aggregate with all other Non-Material Domestic Subsidiaries, more than 15% of the consolidated assets of Speedway Motorsports and its consolidated Subsidiaries as of the end of the immediately preceding fiscal quarter or generates, in the aggregate with all other Non-Material Domestic Subsidiaries, more than 15% of the Consolidated EBITDA of Speedway Motorsports and its consolidated Subsidiaries for the period of four consecutive fiscal quarters ending as of the end of the immediately preceding fiscal quarter (the “Threshold Requirement”), the Borrowers may request shall provide the Administrative Agent with written notice thereof and cause such Domestic Subsidiary to provide an executed Joinder Agreement, together with the related deliveries set forth in clause (a)(ii) above, such that immediately after such joinder, the remaining Non-Material Domestic Subsidiaries shall not exceed the Threshold Requirement. (c) Notwithstanding anything to the contrary contained herein, the Borrowers will promptly provide, or cause to be provided, to the Administrative Agent, on behalf an executed Joinder Agreement, together with the related deliveries set forth in clause (a)(ii) above, from any Subsidiary or Affiliate of Speedway Motorsports that gives a guaranty in respect of the Lenders, accept one or more Limited Partner Guaranties from unit holders of Borrowers, in substantially the form of Exhibit 7.12(b), as further inducement to the Lenders for providing the Loans hereunder, and promptly upon receipt of such request and the applicable Limited Partner Guaranty the Administrative Agent shall execute and deliver such Limited Partner Guaranty, as shall reasonably be requested, to reflect acceptance of delivery of such Limited Partner Guaranty on behalf of the Lenders. No Limited Partner Guaranty shall affect the obligations of the Borrowers hereunderSenior Subordinated Notes.

Additional Credit Parties. (a) At Contemporaneously with any time Person becoming a direct or indirect Domestic Subsidiary of the Borrowers that (1) is not a any Credit Party becomes the owner (or ground lessee under an Eligible Ground Lease) of Property that the Borrowers determine to treat as an Unencumbered Property, Unencumbered Eligible Land or Unencumbered Construction-in-Process and (2) is not an Eligible SubsidiaryParty, the Borrowers Borrower shall notify provide the Administrative Agent with written notice thereof and promptly thereafter (but in any event within 30 days after such event) such Subsidiary shall: shall (i) cause such Person to execute a Guaranty Joinder Agreement in substantially the same form as EXHIBIT L, (ii) cause 100% of Exhibit 7.12(athe Capital Stock of such Person to be delivered to the Agent (together with undated stock powers signed in blank) and to be subject at all times to a first priority, perfected Lien in favor of the Agent pursuant to the Collateral Documents, subject only to Permitted Liens, and (iiiii) deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, information regarding the real property owned by such Personincluding appropriate UCC-1 financing statements, certified resolutions and other organizational and authorizing documents of such Person and Person, 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 aboveabove and the perfection of the Agent's liens thereunder), all in form, content and scope reasonably satisfactory to the Administrative Agent. It is understood Contemporaneously with any Person becoming a direct Foreign Subsidiary of the Borrower or any Domestic Subsidiary of the Borrower (Borrower covenants and agreed agrees that any Permitted Acquisition of Foreign Subsidiary shall be accomplished as a direct Foreign Subsidiary of either Borrower or any Domestic Subsidiary of Borrower), the Borrower or such Domestic Subsidiary shall provide the Agent with written notice thereof and shall cause sixty-five percent (65%) of such Person's Capital Stock (for so long as the pledge of any greater percentage would have adverse tax consequences to the Credit Parties), to be delivered to the Agent (together with undated stock powers signed in blank unless such stock powers are deemed unnecessary by the event any Subsidiary provides a Guaranty hereunder, it may also guaranty Indebtedness Agent in its reasonable discretion under the Other Term Loan Agreementslaw of the jurisdiction of incorporation of such Person) and to be subject at all times to a first priority, perfected Lien in favor of the Agent pursuant to the Collateral Documents, subject only to Permitted Liens and shall further deliver such other documentation as the Agent may reasonably request in connection with the foregoing including appropriate UCC-1 financing statements, certified resolutions and other organizational and authorizing documents of such Person, favorable opinions of counsel to such Person which cover, among other things, the Revolving Credit Agreementlegality, validity, binding effect and enforceability of the documentation referred to above and the Indenture. (b) From time to time the Borrowers may request that the Administrative Agent, on behalf perfection of the Lenders, accept one or more Limited Partner Guaranties from unit holders of Borrowers, in substantially the form of Exhibit 7.12(b), as further inducement to the Lenders for providing the Loans hereunder, and promptly upon receipt of such request and the applicable Limited Partner Guaranty the Administrative Agent shall execute and deliver such Limited Partner Guaranty, as shall reasonably be requested, to reflect acceptance of delivery of such Limited Partner Guaranty on behalf of the Lenders. No Limited Partner Guaranty shall affect the obligations of the Borrowers hereunderAgent's liens thereunder.

Additional Credit Parties. (a) At As soon as practicable and in any time event within thirty (30) days after any Person becomes a Subsidiary of the Borrowers that (1) is not a Credit Party becomes the owner (or ground lessee under an Eligible Ground Lease) of Property that the Borrowers determine to treat as an Unencumbered Property, Unencumbered Eligible Land or Unencumbered Construction-in-Process and (2) is not an Eligible Material Subsidiary, the Borrowers shall notify provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and shall (i) if such Person is a Domestic Subsidiary of a Credit Party, cause such Person to execute a Joinder Agreement in substantially the same form as Schedule 7.12, (ii) cause (A) one hundred percent (100%) of the issued and outstanding Capital Stock of each Domestic Subsidiary (that is not an Excluded Subsidiary) directly owned by a Credit Party and (B) sixty-five percent (65%) of the issued and outstanding Voting Stock and one hundred percent (100%) of the issued and outstanding Capital Stock not constituting Voting Stock of each Foreign Subsidiary directly owned by a Credit Party, to be delivered to the Administrative Agent (together with undated stock powers signed in blank (unless, with respect to a Foreign Subsidiary, such stock powers are deemed unnecessary by the Administrative Agent in its reasonable discretion under the law of the jurisdiction of incorporation of such Person)) and pledged to the Administrative Agent pursuant to an appropriate pledge agreement(s) in form acceptable to the Administrative Agent and promptly thereafter (but in any event within 30 days after cause such event) such Subsidiary shall: (i) execute a Guaranty in substantially the form of Exhibit 7.12(a) and (ii) Person to deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, information regarding the real property owned by such Person, appropriate certified resolutions and other organizational and authorizing documents of such Person Person, and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above), all in form, content and scope reasonably satisfactory to the Administrative Agent. It is understood and agreed that in the event any Subsidiary provides a Guaranty hereunder, it may also guaranty Indebtedness under the Other Term Loan Agreements, the Revolving Credit Agreement, and the Indenture. (b) From time to time As soon as practicable and in any event within thirty (30) days after any date on which any Domestic Subsidiary that does not individually constitute a Material Subsidiary (a “Non-Material Domestic Subsidiary”), constitutes, in the aggregate with all other Non-Material Domestic Subsidiaries, more than fifteen percent (15%) of the consolidated assets of Holdings and its consolidated Subsidiaries as of the end of the immediately preceding fiscal quarter or generates, in the aggregate with all other Non-Material Domestic Subsidiaries, more than fifteen percent (15%) of the Consolidated EBITDA of Holdings and its consolidated Subsidiaries for the period of four (4) consecutive fiscal quarters ending as of the end of the immediately preceding fiscal quarter (the “Threshold Requirement”), the Borrowers may request shall provide the Administrative Agent with written notice thereof and cause such Domestic Subsidiary to provide an executed Joinder Agreement, together with the related deliveries set forth in clause (a)(ii) above, such that immediately after such joinder, the remaining Non-Material Domestic Subsidiaries shall not exceed the Threshold Requirement. (c) Notwithstanding anything to the contrary contained herein, the Borrowers will promptly provide, or cause to be provided, to the Administrative Agent, on behalf an executed Joinder Agreement, together with the related deliveries set forth in clause (a)(ii) above, from any Subsidiary or Affiliate of Holdings that gives a guaranty or otherwise becomes an obligor in respect of Funded Indebtedness (including without limitation the Lenders2015 Senior Notes, accept one or more Limited Partner Guaranties from unit holders of Borrowers, in substantially the form of Exhibit 7.12(bany Permitted Pari Passu Indebtedness and any Permitted Junior Indebtedness), as further inducement to the Lenders for providing the Loans hereunder, and promptly upon receipt of such request and the applicable Limited Partner Guaranty the Administrative Agent shall execute and deliver such Limited Partner Guaranty, as shall reasonably be requested, to reflect acceptance of delivery of such Limited Partner Guaranty on behalf of the Lenders. No Limited Partner Guaranty shall affect the obligations of the Borrowers hereunder.

Additional Credit Parties. Upon any Person becoming a direct or indirect Subsidiary of any Credit Party (or upon any Person ceasing to be a Foreign Subsidiary of any Credit Party while remaining a Subsidiary of any Credit Party), (a) At cause such Person (excluding any time Foreign Subsidiary) to become a “Subsidiary Guarantor” and “Credit Party” hereunder, jointly and severally with the other Subsidiary Guarantors, pursuant to a joinder agreement or other supplement hereto in form and substance reasonably satisfactory to Administrative Agent, (b) cause such Person (excluding any Foreign Subsidiary) to pledge all of the Borrowers that its assets to Administrative Agent on a second priority basis (1subject only to Permitted Liens) is not pursuant to this Agreement or a Credit Party becomes the owner separate security agreement in form and substance reasonably satisfactory to Administrative Agent, (c) cause all of such Person’s Securities (or ground lessee under an Eligible Ground Leasein the case of any Foreign Subsidiary, sixty-five percent (65%) of its Securities entitled to vote and 100% of its non-voting Securities) to be pledged and delivered to Administrative Agent pursuant to a pledge agreement in form and substance reasonably satisfactory to Administrative Agent (together with undated stock powers signed in blank), (d) cause such Person (excluding any Foreign Subsidiary) to grant a mortgage in and to all of such Person’s owned real Property that the Borrowers determine to treat as an Unencumbered Propertyin accordance with subsection 5.4, Unencumbered Eligible Land or Unencumbered Construction-in-Process and (2) is not an Eligible Subsidiary, the Borrowers shall notify the Administrative Agent and promptly thereafter (but in any event within 30 days after such event) such Subsidiary shall: (i) execute a Guaranty in substantially the form of Exhibit 7.12(a) and (iie) deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, information regarding the real property owned by such Person, certified resolutions and other organizational and authorizing documents of such Person and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above), all in form, content and scope reasonably satisfactory to the Administrative Agent. It is understood and agreed that in the event any Subsidiary provides a Guaranty hereunder, it may also guaranty Indebtedness under the Other Term Loan Agreements, the Revolving Credit Agreement, and the Indenture. (b) From time to time the Borrowers may request that the Administrative Agent, on behalf of the Lenders, accept one or more Limited Partner Guaranties from unit holders of Borrowers, in substantially the form of Exhibit 7.12(b), as further inducement to the Lenders for providing the Loans hereunder, and promptly upon receipt of such request and the applicable Limited Partner Guaranty the Administrative Agent shall execute and deliver such Limited Partner Guaranty, as shall reasonably be requested, to reflect acceptance of delivery of such Limited Partner Guaranty on behalf of the Lenders. No Limited Partner Guaranty shall affect the obligations of the Borrowers hereunder.

Additional Credit Parties. (a) At the time any time Person becomes a ------------------------- Subsidiary of the Borrowers that (1) is not a Credit Party becomes the owner (or ground lessee under an Eligible Ground Lease) of Property that the Borrowers determine to treat as an Unencumbered Property, Unencumbered Eligible Land or Unencumbered Construction-in-Process and (2) is not an Eligible SubsidiaryParty, the Borrowers shall so notify the Administrative Agent Lenders and promptly thereafter (but in any event within 30 days after the date thereof) shall cause such event) such Subsidiary shall: Person to (i) if it is a Domestic Subsidiary, execute a Guaranty Joinder Agreement, (ii) cause all of the Capital Stock of such Person (if it is a Domestic Subsidiary) or 65% of the Capital Stock of such Person (if it is a Material First Tier Foreign Subsidiary) to be delivered to the Collateral Agent (together with undated stock powers signed in blank) and pledged to the Collateral Agent pursuant to an appropriate pledge agreement (or a joinder to the existing Security Agreement) and otherwise in a form reasonably acceptable to the Collateral Agent, (iii) if such Person is a Domestic Subsidiary, pledge all of its assets to the Collateral Agent pursuant to a security agreement in substantially the form of Exhibit 7.12(athe Security Agreement (or a joinder to the existing Security Agreement) and otherwise in a form reasonably acceptable to the Collateral Agent, (iiiv) if such Person is a Domestic Subsidiary and has any Subsidiaries, (A) deliver all of the Capital Stock of such Domestic Subsidiaries owned by it and 65% of the stock of the Material First Tier Foreign Subsidiaries owned by it (together with undated stock powers signed in blank) to the Collateral Agent and (B) execute a pledge agreement (or a joinder to the existing Security Agreement) and otherwise in a form acceptable to the Collateral Agent, (v) if such Person is a Domestic Subsidiary and owns or leases any real property, execute any and all necessary mortgages, deeds of trust, deeds to secure debt or other appropriate real estate collateral documentation in a form acceptable to the Collateral Agent (or, if reasonably requested by the Collateral Agent, cause to be delivered in a commercially reasonable manner a landlord waiver or estoppel letter with respect thereto in a form acceptable to the Collateral Agent), (vi) deliver such other documentation as the Administrative Collateral Agent may reasonably request in connection with the foregoing, including, without limitation, information regarding the appropriate UCC-1 financing statements, real property owned by such Personestate title insurance policies, surveys, environmental reports, valuations, flood certificates, zoning certificates, certified resolutions and other organizational and authorizing documents of such Person and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above), all in form, content and scope reasonably satisfactory to the Administrative Agent. It is understood Collateral Agent and agreed that in the event any Subsidiary provides a Guaranty hereunder, it may also guaranty Indebtedness under the Other Term Loan Agreements, the Revolving Credit Agreement, and the Indenture. (bvii) From time to time the Borrowers may request that the Administrative Agent, on behalf of the Lenders, accept one or more Limited Partner Guaranties from unit holders of Borrowers, in substantially the form of Exhibit 7.12(b), as further inducement provide to the Lenders for providing (x) a new Schedule 5.01(m) which shall ---------------- reflect the Loans hereunderinformation regarding such new Subsidiary required by Section 5.01(m), and promptly upon receipt (y) if applicable, a new Schedule to the Security Agreement which -------- shall reflect the pledge of the Capital Stock of such request and the applicable Limited Partner Guaranty the Administrative Agent shall execute and deliver such Limited Partner Guaranty, as shall reasonably be requested, to reflect acceptance of delivery of such Limited Partner Guaranty on behalf of the Lenders. No Limited Partner Guaranty shall affect the obligations of the Borrowers hereundernew Subsidiary.

Additional Credit Parties. (a) At the time any time Person becomes a Subsidiary of the Borrowers that (1) is not a Credit Party becomes the owner (or ground lessee under an Eligible Ground Lease) of Property that the Borrowers determine to treat as an Unencumbered Property, Unencumbered Eligible Land or Unencumbered Construction-in-Process and (2) is not an Eligible SubsidiaryParty, the Borrowers Borrower shall so notify the Administrative Agent and promptly thereafter (but in any event within 30 days after the date thereof) shall cause such eventPerson to (a) such Subsidiary shall: (i) if it is a Domestic Subsidiary, execute a Guaranty Joinder Agreement in substantially the same form as Exhibit 7.13, (b) cause all of the capital stock of such Person (if it is a Domestic Subsidiary) or 65% of the capital stock of such Person (if it is a First Tier Foreign Subsidiary) to be delivered to the Agent (together with undated stock powers signed in blank) and pledged to the Agent pursuant to an appropriate pledge agreement in substantially the form of Exhibit 7.12(athe Pledge Agreement (or a joinder to the existing Pledge Agreement) and otherwise in a form reasonably acceptable to the Agent, (c) if such Person is a Domestic Subsidiary, pledge all of its assets to the Agent pursuant to a security agreement in substantially the form of the Security Agreement (or a joinder to the existing Security Agreement) and otherwise in a form reasonably acceptable to the Agent, and (d) if such Person is a Domestic Subsidiary and has any Subsidiaries, (A) deliver all of the capital stock of such Domestic Subsidiaries owned by it and 65% of the stock of the First Tier Foreign Subsidiaries owned by it (together with undated stock powers signed in blank) to the Agent and (B) execute a pledge agreement in substantially the form of the Pledge Agreement (or a joinder to the existing Pledge Agreement) and otherwise in a form acceptable to the Agent, (e) if such Person is a Domestic Subsidiary and leases any real property, cause to be delivered in a commercially reasonable manner a landlord waiver or estoppel letter with respect thereto in a form acceptable to the Agent) and (iif) deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, information regarding the real property owned by such Personappropriate UCC-1 financing statements, environmental reports, landlord's waivers, certified resolutions and other organizational and authorizing documents of such Person and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above), all in form, content and scope reasonably satisfactory to the Administrative Agent. It is understood and agreed that in the event any Subsidiary provides a Guaranty hereunder, it may also guaranty Indebtedness under the Other Term Loan Agreements, the Revolving Credit Agreement, and the Indenture. (b) From time to time the Borrowers may request that the Administrative Agent, on behalf of the Lenders, accept one or more Limited Partner Guaranties from unit holders of Borrowers, in substantially the form of Exhibit 7.12(b), as further inducement to the Lenders for providing the Loans hereunder, and promptly upon receipt of such request and the applicable Limited Partner Guaranty the Administrative Agent shall execute and deliver such Limited Partner Guaranty, as shall reasonably be requested, to reflect acceptance of delivery of such Limited Partner Guaranty on behalf of the Lenders. No Limited Partner Guaranty shall affect the obligations of the Borrowers hereunder.

Additional Credit Parties. (a) At Contemporaneously with any time Person becoming a direct or indirect Domestic Subsidiary of the Borrowers that (1) is not a any Credit Party becomes the owner (or ground lessee under an Eligible Ground Lease) of Property that the Borrowers determine to treat as an Unencumbered Property, Unencumbered Eligible Land or Unencumbered Construction-in-Process and (2) is not an Eligible SubsidiaryParty, the Borrowers Borrower shall notify provide the Administrative Agent with written notice thereof and promptly thereafter (but in any event within 30 days after such event) such Subsidiary shall: shall (i) cause such Person to execute a Guaranty Joinder Agreement in substantially the same form as Exhibit I, (ii) cause 100% of Exhibit 7.12(athe Capital Stock of such Person to be delivered to the Agent (together with undated stock powers signed in blank) and to be subject at all times to a first priority, perfected Lien in favor of the Agent pursuant to the Collateral Documents, subject only to Permitted Liens, and (iiiii) deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, information regarding the real property owned by such Personincluding appropriate UCC-1 financing statements, certified resolutions and other organizational and authorizing documents of such Person and Person, 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 aboveabove and the perfection of the Agent's liens thereunder), all in form, content and scope reasonably satisfactory to the Administrative Agent. It is understood Contemporaneously with any Person becoming a direct Foreign Subsidiary of the Borrower or any Domestic Subsidiary of the Borrower (Borrower covenants and agreed agrees that any Permitted Acquisition of Foreign Subsidiary shall be accomplished as a direct Foreign Subsidiary of either Borrower or any Domestic Subsidiary of Borrower), the Borrower or such Domestic Subsidiary shall provide the Agent with written notice thereof and shall cause sixty-five percent (65%) of such Person's Capital Stock (for so long as the pledge of any greater percentage would have adverse tax consequences to the Credit Parties), to be delivered to the Agent (together with undated stock powers signed in blank unless such stock powers are deemed unnecessary by the event any Subsidiary provides a Guaranty hereunder, it may also guaranty Indebtedness Agent in its reasonable discretion under the Other Term Loan Agreementslaw of the jurisdiction of incorporation of such Person) and to be subject at all times to a first priority, perfected Lien in favor of the Agent pursuant to the Collateral Documents, subject only to Permitted Liens and shall further deliver such other documentation as the Agent may reasonably request in connection with the foregoing including appropriate UCC-1 financing statements, certified resolutions and other organizational and authorizing documents of such Person, favorable opinions of counsel to such Person which cover, among other things, the Revolving Credit Agreementlegality, validity, binding effect and enforceability of the documentation referred to above and the Indenture. (b) From time to time the Borrowers may request that the Administrative Agent, on behalf perfection of the Lenders, accept one or more Limited Partner Guaranties from unit holders of Borrowers, in substantially the form of Exhibit 7.12(b), as further inducement to the Lenders for providing the Loans hereunder, and promptly upon receipt of such request and the applicable Limited Partner Guaranty the Administrative Agent shall execute and deliver such Limited Partner Guaranty, as shall reasonably be requested, to reflect acceptance of delivery of such Limited Partner Guaranty on behalf of the Lenders. No Limited Partner Guaranty shall affect the obligations of the Borrowers hereunderAgent's liens thereunder.

Additional Credit Parties. At the time any Person becomes a Material Domestic Subsidiary (aother than a Receivables Financing SPC or a Preferred Stock SPC) At any time or a Subsidiary "Credit Party" under the Credit Agreement, in each case prior to a Credit Improvement Date, the Company shall so notify the holders of the Borrowers that (1) is not a Credit Party becomes the owner (or ground lessee under an Eligible Ground Lease) of Property that the Borrowers determine to treat as an Unencumbered Property, Unencumbered Eligible Land or Unencumbered Construction-in-Process and (2) is not an Eligible Subsidiary, the Borrowers shall notify the Administrative Agent Notes and promptly thereafter (but in any event within 30 days after the date thereof) shall (a) cause such event) such Subsidiary shall: Person to execute a Guarantor Joinder Agreement in substantially the same form as Exhibit C, (ib) execute a Guaranty an appropriate pledge agreement in substantially the form of Exhibit 7.12(athe Pledge Agreements and otherwise in a form reasonably acceptable to the Collateral Agent, which pledge agreement will be effective only during the Collateral Period and which will obligate the Company to, upon the occurrence of the Collateral Effective Date (or within 30 days of the notice referred to above if the Collateral Period shall have begun and shall then be continuing), cause all of the capital stock of such Person to be delivered to the Collateral Agent (together with undated stock powers, if applicable, signed in blank) and pledged to the Collateral Agent, (iic) deliver if such Person has any Subsidiaries, cause such Person to execute a pledge agreement in substantially the form of the Pledge Agreements and otherwise in a form reasonably acceptable to the Collateral Agent, which pledge agreement will be effective only during the Collateral Period and which will obligate such Person to, upon the occurrence of the Collateral Effective Date (or within 30 days of the notice referred to above if the Collateral Period shall have begun and shall then be continuing), cause all of the capital stock of its Domestic Subsidiaries and 65% of the capital stock of its Material First Tier Foreign Subsidiaries to be delivered to the Collateral Agent (together with undated stock powers, if applicable, signed in blank) and pledged to the Collateral Agent, and (d) deliver, or cause such Person to deliver, such other documentation as the Administrative Collateral Agent may reasonably request in connection with the foregoing, including, without limitation, information regarding the real property owned by such Person, certified resolutions and other organizational and authorizing documents of such Person and Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above)) and, if the Collateral Period shall have begun and shall then be continuing, appropriate UCC-1 financing statements, all in form, content and scope reasonably satisfactory to the Administrative Collateral Agent. It is understood and agreed that in the event any Subsidiary provides a Guaranty hereunder, it may also guaranty Indebtedness under the Other Term Loan Agreements, the Revolving Credit Agreement, and the Indenture. (b) From time to time the Borrowers may request that the Administrative Agent, on behalf of the Lenders, accept one or more Limited Partner Guaranties from unit holders of Borrowers, in substantially the form of Exhibit 7.12(b), as further inducement to the Lenders for providing the Loans hereunder, and promptly upon receipt of such request and the applicable Limited Partner Guaranty the Administrative Agent shall execute and deliver such Limited Partner Guaranty, as shall reasonably be requested, to reflect acceptance of delivery of such Limited Partner Guaranty on behalf of the Lenders. No Limited Partner Guaranty shall affect the obligations of the Borrowers hereunder.

Additional Credit Parties. (a) At any time a Subsidiary of the Borrowers that (1) is not a Credit Party becomes the owner (or ground lessee under an Eligible Ground Lease) of Property that the Borrowers determine to treat As soon as an Unencumbered Property, Unencumbered Eligible Land or Unencumbered Construction-in-Process practicable and (2) is not an Eligible Subsidiary, the Borrowers shall notify the Administrative Agent and promptly thereafter (but in any event within 30 days after any Person (whether newly formed, acquired or otherwise) becomes a Material Subsidiary that is a Restricted Subsidiary of any Credit Party the Borrower shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing all of the assets of such eventPerson and shall (a) if such Person is a wholly-owned Domestic Subsidiary shall: (i) of a Credit Party, cause such Person to execute a Guaranty Joinder Agreement in substantially the same form as SCHEDULE 5.13 (subject to exceptions regarding real property and ownership interests as collateral as set forth herein in the case of a Subsidiary of the Acquired Company), (b) cause 100% (if such Person is a Domestic Subsidiary of a Credit Party other than a Subsidiary of the Acquired Company) or, unless otherwise agreed by the Administrative Agent, 65% (if such Person is a First Tier Foreign Subsidiary of a Credit Party that is also a Material Subsidiary) of the Capital Stock of such Person owned by a Credit Party to be delivered to the Administrative Agent (together with undated stock powers signed in blank (unless, with respect to a First Tier Foreign Subsidiary, such stock powers are deemed unnecessary by the Administrative Agent in its reasonable discretion under the law of the jurisdiction of incorporation of such Person)) and pledged to the Administrative Agent pursuant to an appropriate pledge agreement(s) in substantially the form of Exhibit 7.12(athe Pledge Agreement or joinder to the Pledge Agreement and otherwise in form acceptable to the Administrative Agent, (c) if such Person is a Restricted Subsidiary, cause such Person to grant a security interest in its material real property (excluding real property owned by a Subsidiary of the Acquired Company) and the personal property Collateral of such Person pursuant to appropriate mortgages and/or security agreements in substantially the form of the Security Agreement or a joinder to the Security Agreement, subject to no other Liens other than Permitted Liens, and (iid) deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, information regarding the real property owned by such Personappropriate UCC-1 financing statements, certified resolutions and other organizational and authorizing documents of such Person and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above), all in form, content above and scope reasonably satisfactory to the perfection of the Administrative Agent. It is understood and agreed that in the event any Subsidiary provides a Guaranty hereunder, it may also guaranty Indebtedness under the Other Term Loan Agreements, the Revolving Credit Agreement, and the Indenture's liens thereunder). (b) From time to time the Borrowers may request that the Administrative Agent, on behalf of the Lenders, accept one or more Limited Partner Guaranties from unit holders of Borrowers, in substantially the form of Exhibit 7.12(b), as further inducement to the Lenders for providing the Loans hereunder, and promptly upon receipt of such request and the applicable Limited Partner Guaranty the Administrative Agent shall execute and deliver such Limited Partner Guaranty, as shall reasonably be requested, to reflect acceptance of delivery of such Limited Partner Guaranty on behalf of the Lenders. No Limited Partner Guaranty shall affect the obligations of the Borrowers hereunder.

Additional Credit Parties. (a) At Contemporaneously with any time Person becoming a direct or indirect Domestic Subsidiary of the Borrowers that (1) is not a any Credit Party becomes the owner (or ground lessee under an Eligible Ground Lease) of Property that the Borrowers determine to treat as an Unencumbered Property, Unencumbered Eligible Land or Unencumbered Construction-in-Process and (2) is not an Eligible SubsidiaryParty, the Borrowers Borrower shall notify provide the Administrative Agent with written notice thereof and promptly thereafter (but in any event within 30 days after such event) such Subsidiary shall: shall (i) cause such Person to execute a Guaranty Joinder Agreement in substantially the same form as Exhibit J, (ii) cause 100% of Exhibit 7.12(athe Capital Stock of such Person to be delivered to the Agent (together with undated stock powers signed in blank) and to be subject at all times to a first priority, perfected Lien in favor of the Agent pursuant to the Collateral Documents, subject only to Permitted Liens, and (iiiii) deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, information regarding the real property owned by such Personincluding appropriate UCC-1 financing statements, certified resolutions and other organizational and authorizing documents of such Person and Person, 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 aboveabove and the perfection of the Agent's liens thereunder), all in form, content and scope reasonably satisfactory to the Administrative Agent. It is understood Contemporaneously with any Person becoming a direct Foreign Subsidiary of the Borrower or any Domestic Subsidiary of the Borrower (Borrower covenants and agreed agrees that any Permitted Acquisition of Foreign Subsidiary shall be accomplished as a direct Foreign Subsidiary of either Borrower or any Domestic Subsidiary of Borrower), the Borrower or such Domestic Subsidiary shall provide the Agent with written notice thereof and shall cause sixty-five percent (65%) of such Person's Capital Stock (for so long as the pledge of any greater percentage would have adverse tax consequences to the Credit Parties), to be delivered to the Agent (together with undated stock powers signed in blank unless such stock powers are deemed unnecessary by the event any Subsidiary provides a Guaranty hereunder, it may also guaranty Indebtedness Agent in its reasonable discretion under the Other Term Loan Agreementslaw of the jurisdiction of incorporation of such Person) and to be subject at all times to a first priority, perfected Lien in favor of the Agent pursuant to the Collateral Documents, subject only to Permitted Liens and shall further deliver such other documentation as the Agent may reasonably request in connection with the foregoing including appropriate UCC-1 financing statements, certified resolutions and other organizational and authorizing documents of such Person, favorable opinions of counsel to such Person which cover, among other things, the Revolving Credit Agreementlegality, validity, binding effect and enforceability of the documentation referred to above and the Indenture. (b) From time to time the Borrowers may request that the Administrative Agent, on behalf perfection of the Lenders, accept one or more Limited Partner Guaranties from unit holders of Borrowers, in substantially the form of Exhibit 7.12(b), as further inducement to the Lenders for providing the Loans hereunder, and promptly upon receipt of such request and the applicable Limited Partner Guaranty the Administrative Agent shall execute and deliver such Limited Partner Guaranty, as shall reasonably be requested, to reflect acceptance of delivery of such Limited Partner Guaranty on behalf of the Lenders. No Limited Partner Guaranty shall affect the obligations of the Borrowers hereunderAgent's liens thereunder.

Additional Credit Parties. Within 30 days after the date the officer's certificate is due pursuant to Section 7.1(c), the Borrower shall cause (a) At any time each Person who is a Material Domestic Subsidiary of the Borrowers that (1) who is not already a Credit Party becomes the owner (or ground lessee under an Eligible Ground Lease) of Property that the Borrowers determine Guarantor to treat as an Unencumbered Property, Unencumbered Eligible Land or Unencumbered Construction-in-Process and (2) is not an Eligible Subsidiary, the Borrowers shall notify the Administrative Agent and promptly thereafter (but in any event within 30 days after such event) such Subsidiary shall: (i) execute a Guaranty Joinder Agreement in substantially the form of Exhibit 7.12(a7.12, (b) itself and each Domestic Subsidiary that directly owns a Material First Tier Foreign Subsidiary to pledge 65% of the Voting Stock of such Material First Tier Foreign Subsidiary pursuant to a Pledge Agreement (to the extent 65% of the Voting Stock of such Material First Tier Foreign Subsidiary was not previously pledged), (c) itself and each Material Domestic Subsidiary that has loaned money to a Non-Material Domestic Subsidiary to evidence such loan by an enforceable promissory note and to deliver such promissory note, together with a Collateral Assignment of Note and endorsement thereto (to the extent not previously delivered), (d) such other Persons to execute Joinder Agreements or pledge Voting Stock as required by Section 7.13, and (iie) deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, information regarding the real property owned by such Person, (i) appropriate certified resolutions and other organizational and authorizing documents of such Person and Person, (ii) 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), all in form, content and scope reasonably satisfactory to the Administrative Agent. It is understood and agreed that in the event any Subsidiary provides a Guaranty hereunder, it may also guaranty Indebtedness under the Other Term Loan Agreements, the Revolving Credit Agreement, and (iii) stock certificates with stock powers executed in blank or evidence of perfection (which may include opinions) regarding uncertificated securities and/or original promissory notes with executed endorsements attached thereto. The Lenders agree that within 30 days after receipt of reasonably sufficient evidence that (x) a Domestic Subsidiary ceases to be a Material Domestic Subsidiary or (y) a Material First Tier Foreign Subsidiary ceases to be a First Tier Foreign Subsidiary or ceases to be a Material Foreign Subsidiary, then either such Domestic Subsidiary shall be released from its obligations as a Guarantor or the Indenture. pledge of stock of such Foreign Subsidiary shall be terminated and each stock returned to the Domestic Subsidiary pledging such stock. The Lenders further agree that within 30 days after notice from the Borrower that any loan or series of loans referred to in clause (bc) From time to time above has been repaid in full, then the Borrowers may request that the Administrative Agent, on behalf pledge of the Lenders, accept one or more Limited Partner Guaranties from unit holders of Borrowers, in substantially the form of Exhibit 7.12(b), as further inducement to the Lenders for providing the Loans hereunder, promissory note evidencing such loan shall be terminated and promptly upon receipt of such request and the applicable Limited Partner Guaranty the Administrative Agent shall execute release and deliver return such Limited Partner Guarantypromissory note, together with the related Collateral Assignment of Note, to the Borrower or such Material Domestic Subsidiary, as shall reasonably be requestedthe case may be. The Administrative Agent is hereby authorized in connection with the events described in the prior two sentences, at the expense of the Borrower, to reflect acceptance execute such documentation as appropriate to evidence such release, return or termination unless, in the circumstances described in (x) and (y) above, such release or return would cause a violation of delivery of such Limited Partner Guaranty on behalf of the Lenders. No Limited Partner Guaranty shall affect the obligations of the Borrowers hereunderSection 7.13.

Additional Credit Parties. In the event that any person becomes a Significant Subsidiary, directly or indirectly, of the Borrower after the Closing Date (a) At any time each such Significant Subsidiary referred to herein as an "Additional Credit Party" and collectively as the "Additional Credit Parties"), then, promptly after such person becomes a Significant Subsidiary of the Borrowers that (1) is not a Credit Party becomes the owner (or ground lessee under an Eligible Ground Lease) of Property that the Borrowers determine to treat as an Unencumbered Property, Unencumbered Eligible Land or Unencumbered Construction-in-Process and (2) is not an Eligible SubsidiaryBorrower, the Borrowers Borrower shall notify the Administrative Agent and promptly thereafter the Collateral Agent and shall cause such Significant Subsidiary to execute and deliver all such agreements, guarantees, pledges, assignments, documents and certificates (but in including any event within 30 days after such eventamendments to the Related Documents) such Subsidiary shall: (i) execute a Guaranty in substantially the form of Exhibit 7.12(a) and (ii) deliver such other documentation as the Administrative Agent or the Collateral Agent may reasonably request and do such other acts and things as the Administrative Agent or the Collateral Agent may request in connection with order to have such Significant Subsidiary guarantee the foregoing, including, without limitation, information regarding the real property owned by such Person, certified resolutions Obligations and other organizational and authorizing documents of such Person and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above), all in form, content and scope reasonably satisfactory grant to the Administrative Agent. It is understood and agreed that in the event any Subsidiary provides a Guaranty hereunder, it may also guaranty Indebtedness under the Other Term Loan Agreements, the Revolving Credit Agreement, and the Indenture. (b) From time to time the Borrowers may request that the Administrative Agent, Collateral Agent ratably on behalf of the LendersBanks, accept one or more Limited Partner Guaranties from unit holders a duly perfected Lien (subject to no Liens other than Permitted Liens and Liens expressly permitted by the applicable Security Documents) on all real property and personal property of Borrowerssuch Significant Subsidiary and effect fully the purposes of this Agreement and the other Related Documents and to provide for payment of the Obligations in accordance with the terms of this Agreement and the other Related Documents. Without limiting the generality of the foregoing, in substantially the form of Exhibit 7.12(b)such event, as further inducement to the Lenders for providing the Loans hereunder, and promptly upon receipt of such request and the applicable Limited Partner Guaranty the Administrative Agent Additional Credit Party shall execute and deliver such Limited Partner Guarantyto the Administrative Agent or the Collateral Agent, as shall reasonably be requestedappropriate, all Security Documents as the Administrative Agent or the Collateral Agent may deem necessary or appropriate to reflect acceptance of delivery grant the Collateral Agent a security interest in all property of such Limited Partner Guaranty Additional Credit Party that would have constituted Collateral if such Significant Subsidiary were a Credit Party on behalf the Closing Date. For the purposes of this Section 6.14, KAP Investments Inc. will be deemed to become a Significant Subsidiary (and shall no longer be an Unrestricted Subsidiary) on May 31, 1998 unless the Borrower shall have acquired and retired to treasury all capital stock of the Lenders. No Limited Partner Guaranty shall affect the obligations of the Borrowers hereunderBorrower owned by KAP Investments Inc. prior to such date.

Additional Credit Parties. (a) At any time a Subsidiary of the Borrowers that (1) is not a Credit Party becomes the owner (or ground lessee under an Eligible Ground Lease) of Property that the Borrowers determine to treat As soon as an Unencumbered Property, Unencumbered Eligible Land or Unencumbered Construction-in-Process practicable and (2) is not an Eligible Subsidiary, the Borrowers shall notify the Administrative Agent and promptly thereafter (but in any event within 30 days after any Person becomes a Subsidiary of any Credit Party, the Borrower shall provide the Trustee with written notice thereof setting forth information in reasonable detail describing all of the assets of such eventPerson and shall (a) if such Person is a Domestic Subsidiary shall: (i) of a Credit Party, cause such Person to execute a Guaranty Joinder Agreement in substantially the same form as Exhibit 7.12 and a guaranty agreement substantially in the form of Exhibit A to the Collateral Trust Agreement, (b) cause 100% (if such Person is a Domestic Subsidiary of a Credit Party) or 65% (if such Person is a direct Foreign Subsidiary of a Credit Party) of the Capital Stock of such Person to be delivered to the Trustee together with undated stock powers signed in blank (unless, with respect to a Foreign Subsidiary, such stock powers are deemed unnecessary by the Trustee in its reasonable discretion under the law of the jurisdiction of incorporation of such Person) and pledged to the Trustee pursuant to an appropriate pledge agreement(s) in substantially the form of Exhibit 7.12(athe Pledge Agreement and otherwise in form acceptable to the Trustee and (c) cause such Person to (i) if such Person owns or leases any real property located in the United States of America, deliver to the Trustee with respect to such real property documents, instruments and other items of the types required to be delivered pursuant to Section 5.1(f) all in form, content and scope reasonably satisfactory to the Trustee and (ii) deliver such other documentation as the Administrative Agent Trustee may reasonably request in connection with the foregoing, including, without limitation, information regarding the appropriate UCC-1 financing statements, real property owned by such Personestate title insurance policies, environmental reports, landlord's waivers, certified resolutions and other organizational and authorizing documents of such Person and Person, 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 aboveabove and the perfection of the Trustee's liens thereunder) and other items of the types required to be delivered pursuant to Section 5.1(b), (d), (e), (f) and (g), all in form, content and scope reasonably satisfactory to the Administrative Agent. It is understood and agreed that in the event any Subsidiary provides a Guaranty hereunder, it may also guaranty Indebtedness under the Other Term Loan Agreements, the Revolving Credit Agreement, and the IndentureTrustee. (b) From time to time the Borrowers may request that the Administrative Agent, on behalf of the Lenders, accept one or more Limited Partner Guaranties from unit holders of Borrowers, in substantially the form of Exhibit 7.12(b), as further inducement to the Lenders for providing the Loans hereunder, and promptly upon receipt of such request and the applicable Limited Partner Guaranty the Administrative Agent shall execute and deliver such Limited Partner Guaranty, as shall reasonably be requested, to reflect acceptance of delivery of such Limited Partner Guaranty on behalf of the Lenders. No Limited Partner Guaranty shall affect the obligations of the Borrowers hereunder.

Additional Credit Parties. (a) At any time a Subsidiary The Credit Parties shall cause each of the Borrowers their Domestic Subsidiaries that (1) is not a Credit Party becomes the owner (or ground lessee under an Eligible Ground Lease) of Property that the Borrowers determine to treat as an Unencumbered Property, Unencumbered Eligible Land or Unencumbered Construction-in-Process and (2) is not an Eligible Excluded Subsidiary, the Borrowers shall notify the Administrative Agent whether newly formed, after acquired or otherwise existing to promptly (and promptly thereafter (but in any event within 30 forty-five (45) days after such eventSubsidiary is formed or acquired (or such longer period of time as agreed to by the Administrative Agent in its reasonable discretion)) such Subsidiary shall: (i) execute to become a Guaranty in substantially “Guarantor” hereunder by way of execution of a Joinder Agreement. In connection herewith, the form Credit Parties shall promptly give the Administrative Agent notice of Exhibit 7.12(a) and (ii) the acquisition or creation of a Domestic Subsidiary. In connection with the foregoing, the Credit Parties shall deliver such other documentation as the Administrative Agent, the Term B Facility Agent or the Collateral Agent may reasonably request in connection with the foregoing, including, without limitation, information regarding the real property owned by such Person, certified resolutions and other organizational and authorizing documents of such Person Person, good standing certificates and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above)Person, all in form, content and scope reasonably satisfactory to the Administrative Agent. It is understood and agreed that in the event any Subsidiary provides a Guaranty hereunder, it may also guaranty Indebtedness under the Other Term Loan Agreements, the Revolving Credit Agreement, and the IndentureAgents. (b) From time If any Non-Guarantor Subsidiary shall give a guaranty or become obligated under Support Obligations relating to time any Indebtedness with an aggregate principal amount in excess of $25,000,000, the Borrowers may request that the Administrative Agent, on behalf of the Lenders, accept one or more Limited Partner Guaranties from unit holders of Borrowers, in substantially the form of Exhibit 7.12(b), as further inducement to the Lenders for providing the Loans hereunder, and Borrower Representative will (i) promptly upon receipt of such request and the applicable Limited Partner Guaranty notify the Administrative Agent shall execute thereof and (ii) within 45 days (or such later date as the Administrative Agent may agree in its sole discretion) thereafter, cause such Non-Guarantor Subsidiaries to become a “Guarantor” under the Credit Documents by way of execution of a Joinder Agreement and, in connection therewith, deliver such Limited Partner Guarantyother documentation as any Agent may reasonably request, as shall reasonably be requestedincluding, to reflect acceptance of delivery without limitation, certified resolutions and other organizational and authorizing documents of such Limited Partner Guaranty on behalf Person, good standing certificates and favorable opinions of counsel to such Person, all in form, content and scope reasonably satisfactory to the Agents. (y) Clause (c) in Section 7.13 of the Lenders. No Limited Partner Guaranty shall affect Existing Credit Agreement is hereby renumbered as clause (e) and the obligations following new clauses (c) and (d) are hereby added to Section 7.13 of the Borrowers hereunder.Existing Credit Agreement to read as follows:

Additional Credit Parties. (a) At any time a Subsidiary of the Borrowers Person that (1) is not a Credit Party becomes a Material Subsidiary of a Credit Party (other than, subject to Section 7.2(i), Excluded Material Subsidiaries or any entity which is subject to provisions in its charter documents that prohibit it from guaranteeing or becoming jointly and severally liable for the owner (or ground lessee under an Eligible Ground Lease) Indebtedness of Property that the Borrowers determine to treat as an Unencumbered Property, Unencumbered Eligible Land or Unencumbered Construction-in-Process and (2) is not an Eligible Subsidiaryothers), the Borrowers shall notify the Administrative Agent and promptly thereafter (but in any event within 30 days after such event) such Person becomes a Material Subsidiary shall: of a Credit Party): (ia) execute a Guaranty Joinder Agreement in substantially the form of Exhibit 7.12(a7.12, (b) execute an appropriate pledge agreement in substantially the form of the Pledge Agreements (or a joinder to an existing Pledge Agreement) and otherwise in a form reasonably acceptable to the Administrative Agent, which pledge agreement will be effective only during an appropriate Collateral Period and which will obligate the Borrowers to, within 10 days after the occurrence of a Stock Collateral Effective Date (iior within 30 days of the notice referred to above if such Collateral Period shall have begun and shall then be continuing), cause all of the capital stock (or other equity interest) of such Person to be delivered to the Administrative Agent (together with undated stock powers, if applicable, signed in blank) and pledged to the Administrative Agent, (c) unless a Collateral Termination Date has occurred with respect to the Mortgages, execute such Mortgages as are necessary with respect to any Property owned by such Person and if the Real Estate Collateral Effective Date has occurred (and an appropriate Collateral Termination Date has not occurred), such surveys, flood certificates and other documents, agreements and instruments as requested by the Administrative Agent; provided that such Mortgage and related documents shall not be required with respect to any Property that is subject to a Permitted Lien as set forth in clause (j) of the definition of Permitted Liens, and (d) deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, information regarding the real property owned by such Person, including title and environmental reports, certified resolutions and other organizational and authorizing documents of such Person and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above), and, if a Collateral Period shall exist, appropriate UCC-1 financing statements all in form, content and scope reasonably satisfactory to the Administrative Agent. It is understood and agreed that in the event any Subsidiary provides a Guaranty hereunder, it may also guaranty Indebtedness under the Other Term Loan Agreements, the Revolving Credit Agreement, and the Indenture. (b) From time to time the Borrowers may request that the Administrative Agent, on behalf of the Lenders, accept one or more Limited Partner Guaranties from unit holders of Borrowers, in substantially the form of Exhibit 7.12(b), as further inducement to the Lenders for providing the Loans hereunder, and promptly upon receipt of such request and the applicable Limited Partner Guaranty the Administrative Agent shall execute and deliver such Limited Partner Guaranty, as shall reasonably be requested, to reflect acceptance of delivery of such Limited Partner Guaranty on behalf of the Lenders. No Limited Partner Guaranty shall affect the obligations of the Borrowers hereunder.

Additional Credit Parties. (a) At the time any time Person becomes a Subsidiary of the Borrowers that (1) is not a Credit Party becomes the owner (or ground lessee under an Eligible Ground Lease) of Property that the Borrowers determine to treat as an Unencumbered Property, Unencumbered Eligible Land or Unencumbered Construction-in-Process and (2) is not an Eligible SubsidiaryParty, the Borrowers shall so notify the Administrative Agent and promptly thereafter (but in any event within 30 days after the date thereof) shall cause such eventPerson to (a) such Subsidiary shall: (i) if it is a Domestic Subsidiary, execute a Guaranty Joinder Agreement in substantially the same form as Exhibit 7.13, (b) cause all of the capital stock of such Person (if it is a Domestic Subsidiary) or 65% of the capital stock of such Person (if it is a First Tier Foreign Subsidiary) to be delivered to the Collateral Agent (together with undated stock powers signed in blank) and pledged to the Collateral Agent pursuant to an appropriate pledge agreement in substantially the form of Exhibit 7.12(athe Pledge Agreement (or a joinder to the existing Pledge Agreement) and otherwise in a form reasonably acceptable to the Collateral Agent, (c) if such Person is a Domestic Subsidiary, pledge all of its assets to the Collateral Agent pursuant to a security agreement in substantially the form of the Security Agreement (or a joinder to the existing Security Agreement) and otherwise in a form reasonably acceptable to the Collateral Agent, and (d) if such Person is a Domestic Subsidiary and has any Subsidiaries, (A) deliver all of the capital stock of such Domestic Subsidiaries owned by it and 65% of the stock of the First Tier Foreign Subsidiaries owned by it (together with undated stock powers signed in blank) to the Collateral Agent and (B) execute a pledge agreement in substantially the form of the Pledge Agreement (or a joinder to the existing Pledge Agreement) and otherwise in a form acceptable to the Collateral Agent, (e) if such Person is a Domestic Subsidiary and owns or leases any real property, execute any and all necessary mortgages, deeds of trust, deeds to secure debt or other appropriate real estate collateral documentation in a form acceptable to the Collateral Agent (or cause to be delivered in a commercially reasonable manner a landlord waiver or estoppel letter with respect thereto in a form acceptable to the Collateral Agent) and (iif) deliver such other documentation as the Administrative Collateral Agent may reasonably request in connection with the foregoing, including, without limitation, information regarding the appropriate UCC-1 financing statements, real property owned by such Personestate title insurance policies, environmental reports, landlord's waivers, certified resolutions and other organizational and authorizing documents of such Person and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above), all in form, content and scope reasonably satisfactory to the Administrative Collateral Agent. It is understood and agreed that in the event any Subsidiary provides a Guaranty hereunder, it may also guaranty Indebtedness under the Other Term Loan Agreements, the Revolving Credit Agreement, and the Indenture. (b) From time to time the Borrowers may request that the Administrative Agent, on behalf of the Lenders, accept one or more Limited Partner Guaranties from unit holders of Borrowers, in substantially the form of Exhibit 7.12(b), as further inducement to the Lenders for providing the Loans hereunder, and promptly upon receipt of such request and the applicable Limited Partner Guaranty the Administrative Agent shall execute and deliver such Limited Partner Guaranty, as shall reasonably be requested, to reflect acceptance of delivery of such Limited Partner Guaranty on behalf of the Lenders. No Limited Partner Guaranty shall affect the obligations of the Borrowers hereunder.

Additional Credit Parties. (a) At In the event that, subsequent to the Closing Date, any time Person becomes a Domestic Subsidiary of any Borrower, whether pursuant to an acquisition or otherwise, (x) the Borrower Representative shall promptly notify the Administrative Agent and the Lenders of the creation or acquisition of such Domestic Subsidiary and (y) the Borrowers that shall cause such Person (1i) is not to become a party to a Guaranty Agreement as a new Guarantor, (ii) to grant a lien in all of its personal property by joining the approprxxxx Xxxxxxxy Agreement or executing a new Security Agreement and filing such UCC-1 financing statements or similar instruments required by the Administrative Agent, (iii) if such Domestic Subsidiary owns Stock in another Person, to become a party to the appropriate Pledge Agreement, and (iv) to provide all relevant documentation with respect thereto and to take such other actions as such Domestic Subsidiary would have provided and taken pursuant to Section 6.01 if such Domestic Subsidiary had been a Credit Party on the Closing Date. In addition, such Borrower shall, or shall cause its Subsidiary owning such Person, to pledge all of the stock of such Person to the Administrative Agent as security for the Obligations pursuant to a pledge agreement in form and substance satisfactory to the Administrative Agent and the Lenders, and to deliver the original stock certificates evidencing such shares to the Administrative Agent, together with appropriate stock powers executed in blank. Each Borrower agrees that, following the delivery of any Collateral Documents required to be executed and delivered by this Section 8.09(a), the Administrative Agent shall have a valid and enforceable first priority Lien on the respective Collateral covered thereby, free and clear of all Liens other than Permitted Liens. All actions to be taken pursuant to this Section 8.09(a) shall be at the expense of the Domestic Borrower or the applicable Credit Party, shall be taken to the reasonable satisfaction of the Administrative Agent, and shall be taken within thirty (30) days following the date such Person becomes a Credit Party, whether pursuant to an acquisition or otherwise. (b) In the owner event that, subsequent to the Closing Date, any Person becomes a Material Foreign Subsidiary of any Borrower, whether pursuant to an acquisition or otherwise, (x) the Borrower Representative shall promptly notify the Administrative Agent and the Lenders of the creation or acquisition of such Material Foreign Subsidiary and, at the request of the Administrative Agent (y) the Borrowers shall cause such Person (i) to execute a Guaranty Agreement as a new Guarantor, (ii) to grant a lien in all of its personal property by executing a Securitx Xxxxxxxxx or other appropriate security instrument and filing financing statements or similar instruments required by the Administrative Agent, (iii) if such Foreign Subsidiary owns Stock in another Person, to execute a Pledge Agreement, and (iv) to provide all relevant documentation with respect thereto and to take such other actions as such Material Foreign Subsidiary would have provided and taken pursuant to Section 6.01 if such Material Foreign Subsidiary had been a Credit Party on the Closing Date. In addition, Borrowers shall, or shall cause its Subsidiary owning such Person, to pledge all of the stock of such Person to the Administrative Agent as security for the Obligations or Sterling Obligations, as the case may be, pursuant to a pledge agreement in form and substance satisfactory to the Administrative Agent and the Lenders, and to deliver the original stock certificates evidencing such shares to the Administrative Agent, together with appropriate stock powers executed in blank. Each Borrower agrees that, following the delivery of any Collateral Documents required to be executed and delivered by this Section 8.09(b), the Administrative Agent shall have a valid and enforceable first priority Lien on the respective Collateral covered thereby, free and clear of all Liens other than Permitted Liens. All actions to be taken pursuant to this Section 8.09(b) shall be at the expense of the Domestic Borrower or the applicable Credit Party, shall be taken to the reasonable satisfaction of the Administrative Agent, and shall be taken within thirty (30) days following the date such Person becomes a Credit Party, whether pursuant to an acquisition or otherwise. (c) The Borrowers (other than the Sterling Borrower) shall use all reasonable endeavors to procure that: (i) the Sterling Borrower delists, converts to a private limited company, completes the Whitewash Procedure, executes the Sterling Borrower Guaranty and the UK Security Amendment Agreement as soon as reasonably and legally practicable and in any event within five months of the Unconditional Date; and (ii) each member of the Sterling Borrower Group (other than dormant companies) and any other member of the Sterling Borrower Group which is or becomes a Material Foreign Subsidiary after the date hereof, delists where necessary, converts to a private company, completes the Whitewash Procedures and executes a UK Subsidiary Guaranty Accession Agreement and a UK Security Accession Agreement as soon as reasonably and legally practicable and in any event within five months of the Unconditional Date (or ground lessee under in the case of any subsequent Material Foreign Subsidiary within the later of five months from the Unconditional Date or two months of it becoming a Material Foreign Subsidiary). (d) For purposes of this Section 8.09, if any UK Subsidiary that is a Dormant Subsidiary as of the Closing Date becomes an Eligible Ground Lease) of Property that the Borrowers determine to treat as an Unencumbered Property, Unencumbered Eligible Land or Unencumbered Construction-in-Process and (2) is not an Eligible Active Subsidiary, the Borrowers shall notify the Administrative Agent and promptly thereafter (but in any event within 30 days after such event) such Subsidiary shall: (i) execute a Guaranty in substantially the form of Exhibit 7.12(a) and (ii) deliver such other documentation shall cause to be taken all actions as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, information regarding the real property owned by such Person, certified resolutions and other organizational and authorizing documents of such Person and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above), all in form, content and scope reasonably satisfactory to the Administrative Agent. It is understood and agreed that in the event any Subsidiary provides a Guaranty hereunder, it may also guaranty Indebtedness under the Other Term Loan Agreements, the Revolving Credit Agreement, and the Indenture. (b) From time to time the Borrowers may request that the Administrative Agent, on behalf of the Lenders, accept one or more Limited Partner Guaranties from unit holders of Borrowers, in substantially the form of Exhibit 7.12(b), as further inducement to the Lenders for providing the Loans hereunder, and promptly upon receipt of such request and the applicable Limited Partner Guaranty the Administrative Agent shall execute and deliver such Limited Partner Guaranty, as shall reasonably would be requested, to reflect acceptance of delivery of such Limited Partner Guaranty on behalf of the Lenders. No Limited Partner Guaranty shall affect the obligations required of the Borrowers hereunder.and their Subsidiaries under subsections 8.09(a), 8.09(b) and 8.09

Additional Credit Parties. (a) At the time any time Person becomes a Subsidiary of the Borrowers that (1) is not a Credit Party becomes the owner (or ground lessee under an Eligible Ground Lease) of Property that the Borrowers determine to treat as an Unencumbered Property, Unencumbered Eligible Land or Unencumbered Construction-in-Process and (2) is not an Eligible SubsidiaryParty, the Borrowers Borrower shall so notify the Administrative Agent and promptly thereafter (but in any event within 30 45 days after the date thereof) shall (a) cause such eventPerson (if it is a Domestic Subsidiary) such Subsidiary shall: to execute a Joinder Agreement in substantially the same form as Exhibit 7.13, (b) unless a Release of Collateral Event has occurred and the Borrower has exercised its rights under Section 11.17, (i) execute cause all of the Capital Stock of such Person (if such Person is a Guaranty Domestic Subsidiary) or 65% of the Capital Stock of such Person (if such Person is a Foreign Subsidiary owned by a Credit Party) to be delivered to the Collateral Agent (together with undated stock powers signed in blank) and pledged to the Collateral Agent pursuant to an appropriate pledge agreement in substantially the form of Exhibit 7.12(athe Pledge Agreement and otherwise in a form acceptable to the Collateral Agent, (ii) if such Person is a Domestic Subsidiary, pledge all of its assets to the Lenders pursuant to a security agreement in substantially the form of the Security Agreement and otherwise in a form acceptable to the Collateral Agent, (iii) if such Person is a Domestic Subsidiary and has any Subsidiaries, (A) deliver all of the Capital Stock of such Domestic Subsidiaries and 65% of the Capital Stock of such direct Foreign Subsidiaries (together with undated stock powers signed in blank) to the Collateral Agent and (B) execute a pledge agreement in substantially the form of the Pledge Agreement and otherwise in a form acceptable to the Collateral Agent, (iv) if such Person is a Domestic Subsidiary and owns or leases any real property in the United States of America, execute any and all necessary mortgages, deeds of trust, deeds to secure debt, collateral assignments of leaseholds or other appropriate real estate collateral documentation in a form substantially similar to the Mortgages with appropriate covenants as necessary (provided that if a leased property is solely for use as a sales office or showroom it shall not be required to be mortgaged) and (iiv) deliver such other documentation as the Administrative Collateral Agent may reasonably request in connection with the foregoingforegoing (to the extent any such documentation was required to be delivered to the Collateral Agent pursuant to Section 5.1 on or before the Effective Date), including, without limitation, information regarding the appropriate UCC-1 financing statements, real property owned by estate title insurance policies, environmental reports and landlord waivers, and (c) cause such Person, Person to deliver certified resolutions and other organizational and authorizing documents of such Person and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above); it being understood that all of the documentation, all agreements, instruments, certificates and opinions to be delivered pursuant to (a), (b) and (c) above shall be in form, content and scope reasonably satisfactory to the Administrative Collateral Agent. It is understood and agreed that Notwithstanding anything in the event any Subsidiary provides a Guaranty hereunder, it may also guaranty Indebtedness under the Other Term Loan Agreements, the Revolving Credit Agreement, and the Indenture. (b) From time to time the Borrowers may request that the Administrative Agent, on behalf of the Lenders, accept one or more Limited Partner Guaranties from unit holders of Borrowers, in substantially the form of Exhibit 7.12(b), as further inducement this Section 7.13 to the Lenders for providing contrary, no Credit Party shall be required to (x) take any action which would violate any Requirement of Law or (y) xxxxx x Xxxx on any asset that is subject to a Permitted Lien if the Loans hereunder, and promptly upon receipt granting of such request and Lien would violate the applicable Limited Partner Guaranty agreement creating or evidencing such Permitted Lien, so long as such agreement was not entered into with the Administrative Agent shall execute and deliver such Limited Partner Guaranty, as shall reasonably be requested, to reflect acceptance intent of delivery avoiding the requirements of such Limited Partner Guaranty on behalf of the Lenders. No Limited Partner Guaranty shall affect the obligations of the Borrowers hereunderthis Section 7.13.

Additional Credit Parties. (a) At Except for the Subsidiaries of HTS, which shall not be required to become Guarantors hereunder, where Domestic Subsidiaries that are not Guarantors hereunder (the "Non-Guarantor Subsidiaries") shall, at any time time, individually in -------------------------- any instance, qualify as a Subsidiary Significant Subsidiary, as of either the Amendment Date or the end of the Borrowers that (1) is not a Credit Party becomes the owner (or ground lessee under an Eligible Ground Lease) of Property that the Borrowers determine to treat as an Unencumbered Propertymost recent fiscal quarter, Unencumbered Eligible Land or Unencumbered Construction-in-Process and (2) is not an Eligible Subsidiary, the Borrowers then Borrower shall promptly notify the Administrative Agent thereof and promptly thereafter (cause such Non-Guarantor Subsidiaries to be joined as Guarantors. In connection with any such joinder hereunder, Borrower shall cause there to be delivered to Administrative Agent promptly, but in any event within 30 days after such event) such Subsidiary shall: days, (i) execute a Guaranty (or an amendment, supplement or joinder to the existing Guaranty), and an amendment, supplement or joinder to the Collateral Documents (including UCC financing statements), in substantially form and substance satisfactory to Administrative Agent, to join the form applicable Domestic Subsidiary as a Guarantor hereunder, and such other action necessary or advisable to cause the Liens created by the Collateral Documents to be duly perfected by the filing of Exhibit 7.12(a) and appropriate financing statements, (ii) deliver such other supporting resolutions, incumbency certificates, corporate formation and organizational documentation and opinions of counsel as the Administrative Agent may reasonably request in connection with request, and (iii) stock certificates and related pledge agreements and pledge joinder agreements evidencing the foregoing, including, without limitation, information regarding pledge of 100% of the real property owned by such Person, certified resolutions and capital stock or other organizational and authorizing documents equity interest of such Person and favorable opinions of counsel to such Person (which shall coverSignificant Subsidiary, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above), all together with undated stock transfer powers executed in form, content and scope reasonably satisfactory to the Administrative Agent. It is understood and agreed that in the event any Subsidiary provides a Guaranty hereunder, it may also guaranty Indebtedness under the Other Term Loan Agreements, the Revolving Credit Agreement, and the Indentureblank. (b) From time to time Where there shall exist any Foreign Subsidiary which qualifies as a Significant Subsidiary and is directly owned by the Borrowers may request that the Administrative AgentBorrower or a Domestic Subsidiary, on behalf as of the Lendersend of the most recent fiscal quarter, accept one then Borrower shall promptly notify Administrative Agent thereof and cause to be delivered to Administrative Agent promptly, but in any event within 30 days, (i) stock certificates and related pledge agreements and pledge joinder agreements evidencing the pledge of 65% of the voting capital stock or more Limited Partner Guaranties from unit holders other equity interest of Borrowerssuch Foreign Subsidiary, together with undated stock transfer powers executed in blank, and (ii) such supporting resolutions, incumbency certificates, corporate formation and organizational documentation and opinions of counsel as Administrative Agent may reasonably request, in substantially the form of Exhibit 7.12(b), as further inducement to the Lenders for providing the Loans hereunder, and promptly upon receipt of such request and the applicable Limited Partner Guaranty the Administrative Agent shall execute and deliver such Limited Partner Guaranty, as shall reasonably be requested, to reflect acceptance of delivery of such Limited Partner Guaranty on behalf of the Lenders. No Limited Partner Guaranty shall affect the obligations of the Borrowers hereunderconnection therewith.

Additional Credit Parties. (a) At As soon as practicable and in any time event within thirty (30) days after any Person becomes a Subsidiary of the Borrowers that (1) is not a Credit Party becomes the owner (or ground lessee under an Eligible Ground Lease) of Property that the Borrowers determine to treat as an Unencumbered Property, Unencumbered Eligible Land or Unencumbered Construction-in-Process and (2) is not an Eligible Material Subsidiary, the Borrowers shall notify provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and shall (i) if such Person is a Domestic Subsidiary of a Credit Party, cause such Person to execute a Joinder Agreement in substantially the same form as Schedule 7.12, (ii) cause (A) one hundred percent (100%) of the issued and outstanding Capital Stock of each Domestic Subsidiary (that is not an Excluded Subsidiary) directly owned by a Credit Party and (B) sixty-five percent (65%) of the issued and outstanding Voting Stock and one hundred percent (100%) of the issued and outstanding Capital Stock not constituting Voting Stock of each Foreign Subsidiary directly owned by a Credit Party, to be delivered to the Administrative Agent (together with undated stock powers signed in blank (unless, with respect to a Foreign Subsidiary, such stock powers are deemed unnecessary by the Administrative Agent in its reasonable discretion under the law of the jurisdiction of incorporation of such Person)) and pledged to the Administrative Agent pursuant to an appropriate pledge agreement(s) in form acceptable to the Administrative Agent and promptly thereafter (but in any event within 30 days after cause such event) such Subsidiary shall: (i) execute a Guaranty in substantially the form of Exhibit 7.12(a) and (ii) Person to deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, information regarding the real property owned by such Person, appropriate certified resolutions and other organizational and authorizing documents of such Person Person, and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above), all in form, content and scope reasonably satisfactory to the Administrative Agent. It is understood and agreed that in the event any Subsidiary provides a Guaranty hereunder, it may also guaranty Indebtedness under the Other Term Loan Agreements, the Revolving Credit Agreement, and the Indenture. (b) From time to time As soon as practicable and in any event within thirty (30) days after any date on which any Domestic Subsidiary that does not individually constitute a Material Subsidiary (a “Non-Material Domestic Subsidiary”), constitutes, in the aggregate with all other Non-Material Domestic Subsidiaries, more than fifteen percent (15%) of the consolidated assets of Holdings and its consolidated Subsidiaries as of the end of the immediately preceding fiscal quarter or generates, in the aggregate with all other Non-Material Domestic Subsidiaries, more than fifteen percent (15%) of the Consolidated EBITDA of Holdings and its consolidated Subsidiaries for the period of four (4) consecutive fiscal quarters ending as of the end of the immediately preceding fiscal quarter (the “Threshold Requirement”), the Borrowers may request shall provide the Administrative Agent with written notice thereof and cause such Domestic Subsidiary to provide an executed Joinder Agreement, together with the related deliveries set forth in clause (a)(ii) above, such that immediately after such joinder, the remaining Non-Material Domestic Subsidiaries shall not exceed the Threshold Requirement. (c) Notwithstanding anything to the contrary contained herein, the Borrowers will promptly provide, or cause to be provided, to the Administrative Agent, on behalf an executed Joinder Agreement, together with the related deliveries set forth in clause (a)(ii) above, from any Subsidiary or Affiliate of Holdings that gives a guaranty or otherwise becomes an obligor in respect of Funded Indebtedness (including without limitation the Lenders2019 Senior Notes, accept one or more Limited Partner Guaranties from unit holders of Borrowers, in substantially the form of Exhibit 7.12(bany Permitted Pari Passu Indebtedness and any Permitted Junior Indebtedness), as further inducement to the Lenders for providing the Loans hereunder, and promptly upon receipt of such request and the applicable Limited Partner Guaranty the Administrative Agent shall execute and deliver such Limited Partner Guaranty, as shall reasonably be requested, to reflect acceptance of delivery of such Limited Partner Guaranty on behalf of the Lenders. No Limited Partner Guaranty shall affect the obligations of the Borrowers hereunder.

Additional Credit Parties. (a) At As soon as practicable and in any time event within thirty (30) days after any Person becomes a Subsidiary of the Borrowers that (1) is not a Credit Party becomes the owner (or ground lessee under an Eligible Ground Lease) of Property that the Borrowers determine to treat as an Unencumbered Property, Unencumbered Eligible Land or Unencumbered Construction-in-Process and (2) is not an Eligible Material Subsidiary, the Borrowers shall notify provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and shall (i) if such Person is a Domestic Subsidiary of a Credit Party, cause such Person to execute a Joinder Agreement in substantially the same form as Schedule 7.12, (ii) cause 100% (if such Person is a Domestic Subsidiary of a Credit Party and is not an Unrestricted Subsidiary) or 65% (if such Person is a direct Foreign Subsidiary of a Credit Party) of the Capital Stock of such Person to be delivered to the Administrative Agent (together with undated stock powers signed in blank (unless, with respect to a Foreign Subsidiary, such stock powers are deemed unnecessary by the Administrative Agent in its reasonable discretion under the law of the jurisdiction of incorporation of such Person)) and pledged to the Administrative Agent pursuant to an appropriate pledge agreement(s) in form acceptable to the Administrative Agent and promptly thereafter (but in any event within 30 days after cause such event) such Subsidiary shall: (i) execute a Guaranty in substantially the form of Exhibit 7.12(a) and (ii) Person to deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, information regarding the real property owned by such Person, appropriate certified resolutions and other organizational and authorizing documents of such Person Person, and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above), all in form, content and scope reasonably satisfactory to the Administrative Agent. It is understood and agreed that in the event any Subsidiary provides a Guaranty hereunder, it may also guaranty Indebtedness under the Other Term Loan Agreements, the Revolving Credit Agreement, and the Indenture. (b) From time to time As soon as practicable and in any event within thirty (30) days after any date on which any Domestic Subsidiary that does not individually constitute a Material Subsidiary (a “Non-Material Domestic Subsidiary”), constitutes, in the aggregate with all other Non-Material Domestic Subsidiaries, more than 15% of the consolidated assets of Speedway Motorsports and its consolidated Subsidiaries as of the end of the immediately preceding fiscal quarter or generates, in the aggregate with all other Non-Material Domestic Subsidiaries, more than 15% of the Consolidated EBITDA of Speedway Motorsports and its consolidated Subsidiaries for the period of four consecutive fiscal quarters ending as of the end of the immediately preceding fiscal quarter (the “Threshold Requirement”), the Borrowers may request shall provide the Administrative Agent with written notice thereof and cause such Domestic Subsidiary to provide an executed Joinder Agreement, together with the related deliveries set forth in clause (a)(ii) above, such that immediately after such joinder, the remaining Non-Material Domestic Subsidiaries shall not exceed the Threshold Requirement. (c) Notwithstanding anything to the contrary contained herein, the Borrowers will promptly provide, or cause to be provided, to the Administrative Agent, on behalf an executed Joinder Agreement, together with the related deliveries set forth in clause (a)(ii) above, from any Subsidiary or Affiliate of Speedway Motorsports that gives a guaranty in respect of Funded Debt (including without limitation any Subordinated Debt, the LendersSenior Subordinated Notes, accept one or more Limited Partner Guaranties from unit holders of Borrowers, in substantially the form of Exhibit 7.12(bany Additional Subordinated Debt and any Additional Senior Debt), as further inducement to the Lenders for providing the Loans hereunder, and promptly upon receipt of such request and the applicable Limited Partner Guaranty the Administrative Agent shall execute and deliver such Limited Partner Guaranty, as shall reasonably be requested, to reflect acceptance of delivery of such Limited Partner Guaranty on behalf of the Lenders. No Limited Partner Guaranty shall affect the obligations of the Borrowers hereunder.

Additional Credit Parties. (a) At the time any time Person becomes a Subsidiary of the Borrowers that (1) is not a Credit Party becomes the owner (or ground lessee under an Eligible Ground Lease) of Property that the Borrowers determine to treat as an Unencumbered Property, Unencumbered Eligible Land or Unencumbered Construction-in-Process and (2) is not an Eligible SubsidiaryParty, the Borrowers Borrower shall so notify the Administrative Agent and promptly thereafter (but in any event within 30 45 days after the date thereof) shall (a) cause such eventPerson (if it is a Domestic Subsidiary) such Subsidiary shall: (i) to execute a Guaranty Joinder Agreement in substantially the same form as EXHIBIT 7.13, (b)(i) cause all of the Capital Stock of such Person (if such Person is a Domestic Subsidiary) or 65% of the Capital Stock of such Person (if such Person is a Foreign Subsidiary owned by a Credit Party) to be delivered to the Collateral Agent (together with undated stock powers signed in blank) and pledged to the Collateral Agent pursuant to an appropriate pledge agreement in substantially the form of Exhibit 7.12(athe Pledge Agreement and otherwise in a form acceptable to the Collateral Agent, (ii) if such Person is a Domestic Subsidiary, pledge all of its assets to the Collateral Agent pursuant to a security agreement in substantially the form of the Security Agreement and otherwise in a form acceptable to the Collateral Agent, (iii) if such Person is a Domestic Subsidiary and has any Subsidiaries, (A) deliver all of the Capital Stock of such Domestic Subsidiaries and 65% of the Capital Stock of such direct Foreign Subsidiaries (together with undated stock powers signed in blank) to the Collateral Agent and (iiB) execute a pledge agreement in substantially the form of the Pledge Agreement and otherwise in a form acceptable to the Collateral Agent, (iv) if such Person is a Domestic Subsidiary and owns or leases any real property in the United States of America, execute any and all necessary mortgages, deeds of trust, deeds to secure debt, collateral assignments of leaseholds or other appropriate real estate collateral documentation in a form acceptable to the Collateral Agent and (v) deliver such other documentation as the Administrative Collateral Agent may reasonably request in connection with the foregoing, including, without limitation, information regarding the appropriate UCC-1 financing statements, real property owned by estate title insurance policies, environmental reports and landlord waivers, and (c) cause such Person, Person to deliver certified resolutions and other organizational and authorizing documents of such Person and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above); it being understood that all of the documentation, all agreements, instruments, certificates and opinions to be delivered pursuant to (a), (b) and (c) above shall be in form, content and scope reasonably satisfactory to the Administrative Collateral Agent. It is understood and agreed that Notwithstanding anything in the event any Subsidiary provides a Guaranty hereunder, it may also guaranty Indebtedness under the Other Term Loan Agreements, the Revolving Credit Agreement, and the Indenture. (b) From time to time the Borrowers may request that the Administrative Agent, on behalf of the Lenders, accept one or more Limited Partner Guaranties from unit holders of Borrowers, in substantially the form of Exhibit 7.12(b), as further inducement this Section 7.13 to the Lenders for providing contrary, no Credit Party shall be required to (x) take any action which would violate any Requirement of Law or (y) xxxxx x Xxxx on any asset that is subject to a Permitted Lien if the Loans hereunder, and promptly upon receipt granting of such request and Lien would violate the applicable Limited Partner Guaranty agreement creating or evidencing such Permitted Lien, so long as such agreement was not entered into with the Administrative Agent shall execute and deliver such Limited Partner Guaranty, as shall reasonably be requested, to reflect acceptance intent of delivery avoiding the requirements of such Limited Partner Guaranty on behalf of the Lenders. No Limited Partner Guaranty shall affect the obligations of the Borrowers hereunderthis Section 7.13.

Additional Credit Parties. Promptly after the formation or acquisition of any Subsidiary of the Borrower not listed on Schedule 8.01, the Borrower shall execute and deliver, or cause to be executed and delivered by the appropriate Subsidiary of the Borrower, in form and substance satisfactory to the Agent: (a) At any time If such Subsidiary is a Foreign Subsidiary and if the capital stock of such Subsidiary is held by the Borrower or a Subsidiary (other than a Foreign Subsidiary), a Pledge Agreement with respect to the Pledged Stock, if any, of the Borrowers that (1) is not a Credit Party becomes the owner (or ground lessee under an Eligible Ground Lease) of Property that the Borrowers determine to treat as an Unencumbered Property, Unencumbered Eligible Land or Unencumbered Construction-in-Process and (2) is not an Eligible such Subsidiary, in substantially the Borrowers shall notify the Administrative Agent and promptly thereafter (but in any event within 30 days after such event) such Subsidiary shall: same form as Exhibit G hereto, accompanied by (i) execute a Guaranty in substantially the form of Exhibit 7.12(a) all stock certificates representing such capital stock and (ii) deliver stock powers for those shares duly executed in blank; (b) A Guaranty Agreement from any such other documentation Subsidiary (except any Foreign Subsidiary), in substantially the same form as Exhibit D hereto; (c) An amendment to the Administrative Agent may reasonably request Assignment of Intercompany Loans adding such Subsidiary as an assignor and containing an acknowledgment by such Subsidiary of the Assignment of Intercompany Loans, in the form of the acknowledgment attached to Exhibit F-1 hereto; and (d) Related documents of the types described in Sections 7.01(e), (f) and (g) (which opinions need not be favorable as to the matters set forth in Sections 8.03 and 8.05), in the case of a Foreign Subsidiary whose shares will constitute Pledged Stock, and Sections 7.01(i), (j), (k) and (p). Notwithstanding anything herein to the contrary, in the event Borrower creates a Bankruptcy-Remote Subsidiary in connection with a Permitted Asset Securitization Transaction, Borrower shall not be required to execute and deliver, or cause to be executed and delivered, any of the above documents in connection with the foregoing, including, without limitation, information regarding the real property owned by such Person, certified resolutions and other organizational and authorizing documents formation of such Person and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above), all in form, content and scope reasonably satisfactory to the Administrative Agent. It is understood and agreed that in the event any Subsidiary provides a Guaranty hereunder, it may also guaranty Indebtedness under the Other Term Loan Agreements, the Revolving Credit Agreement, and the IndentureSubsidiary. (b) From time to time the Borrowers may request that the Administrative Agent, on behalf of the Lenders, accept one or more Limited Partner Guaranties from unit holders of Borrowers, in substantially the form of Exhibit 7.12(b), as further inducement to the Lenders for providing the Loans hereunder, and promptly upon receipt of such request and the applicable Limited Partner Guaranty the Administrative Agent shall execute and deliver such Limited Partner Guaranty, as shall reasonably be requested, to reflect acceptance of delivery of such Limited Partner Guaranty on behalf of the Lenders. No Limited Partner Guaranty shall affect the obligations of the Borrowers hereunder.

Additional Credit Parties. (a) At the time any time Person becomes a Subsidiary of the Borrowers that (1) is not a Credit Party becomes the owner (or ground lessee under an Eligible Ground Lease) of Property that the Borrowers determine to treat as an Unencumbered Property, Unencumbered Eligible Land or Unencumbered Construction-in-Process and (2) is not an Eligible SubsidiaryParty, the Borrowers Borrower shall so notify the Administrative Agent and promptly thereafter (but in any event within 30 days after the date thereof) shall cause such eventPerson to (a) such Subsidiary shall: (i) if it is a Domestic Subsidiary, execute a Guaranty Joinder Agreement in substantially the same form as Exhibit 7.12, (b) cause all of the Capital Stock of such Person (if it is a Domestic Subsidiary) or 65% of the Capital Stock of such Person (if it is a Material First Tier Foreign Subsidiary) to be delivered to the Collateral Agent (together with undated stock powers signed in blank) and pledged to the Collateral Agent pursuant to an appropriate pledge agreement in substantially the form of Exhibit 7.12(athe Pledge Agreements (or a joinder to the appropriate existing Pledge Agreement) and otherwise in a form reasonably acceptable to the Collateral Agent, (iic) if such Person is a Domestic Subsidiary, pledge all of its assets to the Collateral Agent pursuant to a security agreement in substantially the form of the Security Agreement (or a joinder to the existing Security Agreement) and otherwise in a form reasonably acceptable to the Collateral Agent, (d) if such Person is a Domestic Subsidiary and has any Subsidiaries, (A) deliver all of the Capital Stock of such Domestic Subsidiaries owned by it and 65% of the stock of the Material First Tier Foreign Subsidiaries owned by it (together with undated stock powers signed in blank) to the Collateral Agent and (B) execute a pledge agreement in substantially the form of the Pledge Agreements (or a joinder to the appropriate existing Pledge Agreement) and otherwise in a form acceptable to the Collateral Agent, (e) if such Person is a Domestic Subsidiary and owns or leases any real property, execute any and all necessary mortgages, deeds of trust, deeds to secure debt or other appropriate real estate collateral documentation in a form acceptable to the Collateral Agent (or, if reasonably requested by the Collateral Agent, cause to be delivered in a commercially reasonable manner a landlord waiver or estoppel letter with respect thereto in a form acceptable to the Collateral Agent), (f) deliver such other documentation as the Administrative Collateral Agent may reasonably request in connection with the foregoing, including, without limitation, information regarding the appropriate UCC-1 financing statements, real property owned by such Personestate title insurance policies, surveys, environmental reports, valuations, flood certificates, zoning certificates, certified resolutions and other organizational and authorizing documents of such Person and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above), all in form, content and scope reasonably satisfactory to the Administrative Agent. It is understood Collateral Agent and agreed that in the event any Subsidiary provides a Guaranty hereunder, it may also guaranty Indebtedness under the Other Term Loan Agreements, the Revolving Credit Agreement, and the Indenture. (bg) From time provide to time the Borrowers may request that the Administrative Agent, on behalf of the Lenders, accept one or more Limited Partner Guaranties from unit holders of Borrowers, in substantially the form of Exhibit 7.12(b), as further inducement to the Lenders for providing the Loans hereunder, and promptly upon receipt of such request and the applicable Limited Partner Guaranty the Administrative Agent (i) a new Schedule 6.15 which shall execute reflect the information regarding such new Subsidiary required by Section 6.15, and deliver such Limited Partner Guaranty(ii) if applicable, as a new Schedule 2(a) to the appropriate Pledge Agreement which shall reasonably be requested, to reflect acceptance the pledge of delivery the Capital Stock of such Limited Partner Guaranty on behalf of the Lenders. No Limited Partner Guaranty shall affect the obligations of the Borrowers hereundernew Subsidiary.

Additional Credit Parties. If any Person becomes a Subsidiary of any Credit Party or upon the formation of any Preferred Stock Subsidiary or if at any time any Non-Guarantor Subsidiary could become a Credit Party without violating the terms of any material contract, agreement or document to which it is a party, the Principal Borrower shall (a) At any time if such Person is a Domestic Subsidiary of the Borrowers that (1) is not a Credit Party becomes the owner (or ground lessee under an Eligible Ground Lease) of Property that the Borrowers determine to treat as an Unencumbered Property, Unencumbered Eligible Land or Unencumbered Construction-in-Process and (2) is not an Eligible a Preferred Stock Subsidiary, cause such Person to execute a Joinder Agreement in substantially the Borrowers shall notify same form as Exhibit 7.12 on or before the deadline for delivery of the next Quarterly Stock Repurchase/Joinder Statement, (b) provide the Administrative Agent with notice thereof on a quarterly basis by delivering a Quarterly Stock Repurchase/Joinder Statement and promptly thereafter (but other documentation as required in any event within 30 days after such event) such Subsidiary shall: (i) execute a Guaranty in substantially the form of Exhibit 7.12(a) Section 7.1(l), and (iic) cause such Person to deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, information regarding the real property owned by such Person, certified resolutions and other organizational and authorizing documents of such Person and Person, 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), all in form, content and scope reasonably satisfactory to the Administrative Agent. It is understood If a Non-Guarantor Subsidiary executes and agreed that in delivers a Joinder Agreement it shall no longer be deemed a Non-Guarantor Subsidiary under this Credit Agreement. Notwithstanding the event any Subsidiary provides a Guaranty hereunder, it may also guaranty Indebtedness under the Other Term Loan Agreementsforegoing, the Revolving Credit Agreement, Parties shall be permitted to not cause a Subsidiary to execute a Joinder Agreement as provided above if either (i) such Subsidiary holds no assets; or (ii) (A) such Subsidiary holds total assets with a value of less than $500,000 and (B) the Indenture. (b) From time to time the Borrowers may request that the Administrative Agent, on behalf sum of the Lenders, accept one or more Limited Partner Guaranties from unit holders values of Borrowers, in substantially the form total assets held by the Subsidiaries already excluded as Guarantors pursuant to subclause (A) plus the value of Exhibit 7.12(b), as further inducement to the Lenders for providing the Loans hereunder, and promptly upon receipt of such request and total assets held by the applicable Limited Partner Guaranty the Administrative Agent shall execute and deliver such Limited Partner Guaranty, as shall reasonably be requested, to reflect acceptance of delivery of such Limited Partner Guaranty on behalf of the Lenders. No Limited Partner Guaranty shall affect the obligations of the Borrowers hereunderSubsidiary is less than $5,000,000.

Additional Credit Parties. (a) At any time a Subsidiary of the Borrowers that (1) is not a Credit Party becomes the owner (or ground lessee under an Eligible Ground Lease) of Property that the Borrowers determine to treat as an Unencumbered Property, Unencumbered Eligible Land or Unencumbered Construction-in-Process and (2) is not an Eligible Subsidiary, the Borrowers shall notify the Administrative Agent and promptly thereafter (but in any event within 30 days after such event) such Subsidiary shall: (ia) execute a Guaranty in substantially the form of Exhibit 7.12(a) 7.12 and (iib) deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, information regarding the real property owned by such Person, certified resolutions and other organizational and authorizing documents of such Person and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above), all in form, content and scope reasonably satisfactory to the Administrative Agent. It is understood and agreed that in the event any Subsidiary provides a Guaranty hereunder, it may also guaranty Indebtedness under the Other Term Loan Agreements, the Revolving Credit Agreement, the Private Placement Notes and the Indenture. (b) From time to time the Borrowers may request that the Administrative Agent, on behalf of the Lenders, accept one or more Limited Partner Guaranties indemnities or guarantees from unit holders of Borrowers, in substantially the form of Exhibit 7.12(b), Borrowers as further inducement to the Lenders Lender for providing the Loans hereunder, and promptly upon receipt of such request and the applicable Limited Partner Guaranty the Administrative Agent shall execute and deliver such Limited Partner Guaranty, documents or instruments as shall reasonably be requested, requested and be reasonably acceptable to the Administrative Agent to reflect acceptance of delivery of such Limited Partner Guaranty indemnities or guarantees on behalf of the Lenders. No Limited Partner Guaranty such indemnities or guaranties shall affect the obligations of the Borrowers hereunder.

Additional Credit Parties. (a) At the time any time Person becomes a Subsidiary of the Borrowers that (1) is not a Credit Party becomes the owner (or ground lessee under an Eligible Ground Lease) of Property that the Borrowers determine to treat as an Unencumbered Property, Unencumbered Eligible Land or Unencumbered Construction-in-Process and (2) is not an Eligible SubsidiaryParty, the Borrowers shall so notify the Administrative Agent Lenders and promptly thereafter (but in any event within 30 days after the date thereof) shall cause such event) such Subsidiary shall: Person to (i) if it is a Domestic Subsidiary, execute a Guaranty Joinder Agreement, (ii) cause all of the Capital Stock of such Person (if it is a Domestic Subsidiary) or 65% of the Capital Stock of such Person (if it is a Material First Tier Foreign Subsidiary) to be delivered to the Collateral Agent (together with undated stock powers signed in blank) and pledged to the Collateral Agent pursuant to an appropriate pledge agreement (or a joinder to the existing Security Agreement) and otherwise in a form reasonably acceptable to the Collateral Agent, (iii) if such Person is a Domestic Subsidiary, pledge all of its assets to the Collateral Agent pursuant to a security agreement in substantially the form of Exhibit 7.12(athe Security Agreement (or a joinder to the existing Security Agreement) and otherwise in a form reasonably acceptable to the Collateral Agent, (iiiv) if such Person is a Domestic Subsidiary and has any Subsidiaries, (A) deliver all of the Capital Stock of such Domestic Subsidiaries owned by it and 65% of the stock of the Material First Tier Foreign Subsidiaries owned by it (together with undated stock powers signed in blank) to the Collateral Agent and (B) execute a pledge agreement (or a joinder to the existing Security Agreement) and otherwise in a form acceptable to the Collateral Agent, (v) if such Person is a Domestic Subsidiary and owns or leases any real property, execute any and all necessary mortgages, deeds of trust, deeds to secure debt or other appropriate real estate collateral documentation in a form acceptable to the Collateral Agent (or, if reasonably requested by the Collateral Agent, cause to be delivered in a commercially reasonable manner a landlord waiver or estoppel letter with respect thereto in a form acceptable to the Collateral Agent), (vi) deliver such other documentation as the Administrative Collateral Agent may reasonably request in connection with the foregoing, including, without limitation, information regarding the appropriate UCC-1 financing statements, real property owned by such Personestate title insurance policies, surveys, environmental reports, valuations, flood certificates, zoning certificates, certified resolutions and other organizational and authorizing documents of such Person and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above), all in form, content and scope reasonably satisfactory to the Administrative Agent. It is understood Collateral Agent and agreed that in the event any Subsidiary provides a Guaranty hereunder, it may also guaranty Indebtedness under the Other Term Loan Agreements, the Revolving Credit Agreement, and the Indenture. (bvii) From time to time the Borrowers may request that the Administrative Agent, on behalf of the Lenders, accept one or more Limited Partner Guaranties from unit holders of Borrowers, in substantially the form of Exhibit 7.12(b), as further inducement provide to the Lenders for providing (x) a new Schedule 5.01(m) which shall reflect the Loans hereunderinformation regarding such new Subsidiary required by Section 5.01(m), and promptly upon receipt (y) if applicable, a new Schedule to the Security Agreement which shall reflect the pledge of the Capital Stock of such request and the applicable Limited Partner Guaranty the Administrative Agent shall execute and deliver such Limited Partner Guaranty, as shall reasonably be requested, to reflect acceptance of delivery of such Limited Partner Guaranty on behalf of the Lenders. No Limited Partner Guaranty shall affect the obligations of the Borrowers hereundernew Subsidiary.

Additional Credit Parties. (a) At As soon as practicable and in any time event within thirty (30) days after any Person becomes a Subsidiary of the Borrowers that (1) is not a Credit Party becomes the owner (or ground lessee under an Eligible Ground Lease) of Property that the Borrowers determine to treat as an Unencumbered Property, Unencumbered Eligible Land or Unencumbered Construction-in-Process and (2) is not an Eligible Material Subsidiary, the Borrowers shall notify provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and shall (i) if such Person is a Domestic Subsidiary of a Credit Party, cause such Person to execute a Joinder Agreement in substantially the same form as Schedule 7.12, (ii) cause one hundred percent (100%) (if such Person is a Domestic Subsidiary of a Credit Party and is not an Unrestricted Subsidiary) or sixty-five percent (65%) (if such Person is a direct Foreign Subsidiary of a Credit Party) of the Capital Stock of such Person to be delivered to the Administrative Agent (together with undated stock powers signed in blank (unless, with respect to a Foreign Subsidiary, such stock powers are deemed unnecessary by the Administrative Agent in its reasonable discretion under the law of the jurisdiction of incorporation of such Person)) and pledged to the Administrative Agent pursuant to an appropriate pledge agreement(s) in form acceptable to the Administrative Agent and promptly thereafter (but in any event within 30 days after cause such event) such Subsidiary shall: (i) execute a Guaranty in substantially the form of Exhibit 7.12(a) and (ii) Person to deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, information regarding the real property owned by such Person, appropriate certified resolutions and other organizational and authorizing documents of such Person Person, and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above), all in form, content and scope reasonably satisfactory to the Administrative Agent. It is understood and agreed that in the event any Subsidiary provides a Guaranty hereunder, it may also guaranty Indebtedness under the Other Term Loan Agreements, the Revolving Credit Agreement, and the Indenture. (b) From time to time As soon as practicable and in any event within thirty (30) days after any date on which any Domestic Subsidiary that does not individually constitute a Material Subsidiary (a “Non-Material Domestic Subsidiary”), constitutes, in the aggregate with all other Non-Material Domestic Subsidiaries, more than fifteen percent (15%) of the consolidated assets of Speedway Motorsports and its consolidated Subsidiaries as of the end of the immediately preceding fiscal quarter or generates, in the aggregate with all other Non-Material Domestic Subsidiaries, more than fifteen percent (15%) of the Consolidated EBITDA of Speedway Motorsports and its consolidated Subsidiaries for the period of four consecutive fiscal quarters ending as of the end of the immediately preceding fiscal quarter (the “Threshold Requirement”), the Borrowers may request shall provide the Administrative Agent with written notice thereof and cause such Domestic Subsidiary to provide an executed Joinder Agreement, together with the related deliveries set forth in clause (a)(ii) above, such that immediately after such joinder, the remaining Non-Material Domestic Subsidiaries shall not exceed the Threshold Requirement. (c) Notwithstanding anything to the contrary contained herein, the Borrowers will promptly provide, or cause to be provided, to the Administrative Agent, on behalf an executed Joinder Agreement, together with the related deliveries set forth in clause (a)(ii) above, from any Subsidiary or Affiliate of Speedway Motorsports that gives a guaranty in respect of Funded Debt (including without limitation any Additional Subordinated Debt, the Lenders2009 Senior Notes, accept one or more Limited Partner Guaranties from unit holders of Borrowersthe 2011 Senior Notes, in substantially the form of Exhibit 7.12(bany Additional Subordinated Debt and any Additional Senior Debt), as further inducement to the Lenders for providing the Loans hereunder, and promptly upon receipt of such request and the applicable Limited Partner Guaranty the Administrative Agent shall execute and deliver such Limited Partner Guaranty, as shall reasonably be requested, to reflect acceptance of delivery of such Limited Partner Guaranty on behalf of the Lenders. No Limited Partner Guaranty shall affect the obligations of the Borrowers hereunder.

Additional Credit Parties. (a) At In the event that, subsequent to the Closing Date, any time Person becomes a Domestic Subsidiary of any Borrower, whether pursuant to an acquisition or otherwise, (x) the Borrower Representative shall promptly notify the Administrative Agent and the Lenders of the creation or acquisition of such Domestic Subsidiary and (y) the Borrowers that shall cause such Person (1i) is not to become a party to a Guaranty Agreement as a new Guarantor, (ii) to xxxxx x xxxx in all of its personal property by joining the appropriate Security Agreement or executing a new Security Agreement and filing such UCC-1 financing statements or similar instruments required by the Administrative Agent, (iii) if such Domestic Subsidiary owns Stock in another Person, to become a party to the appropriate Pledge Agreement, and (iv) to provide all relevant documentation with respect thereto and to take such other actions as such Domestic Subsidiary would have provided and taken pursuant to Section 6.01 if such Domestic Subsidiary had been a Credit Party on the Closing Date. In addition, such Borrower shall, or shall cause its Subsidiary owning such Person, to pledge all of the stock of such Person to the Administrative Agent as security for the Obligations pursuant to a pledge agreement in form and substance satisfactory to the Administrative Agent and the Lenders, and to deliver the original stock certificates evidencing such shares to the Administrative Agent, together with appropriate stock powers executed in blank. Each Borrower agrees that, following the delivery of any Collateral Documents required to be executed and delivered by this Section 8.09(a), the Administrative Agent shall have a valid and enforceable first priority Lien on the respective Collateral covered thereby, free and clear of all Liens other than Permitted Liens. All actions to be taken pursuant to this Section 8.09(a) shall be at the expense of the Domestic Borrower or the applicable Credit Party, shall be taken to the reasonable satisfaction of the Administrative Agent, and shall be taken within thirty (30) days following the date such Person becomes a Credit Party, whether pursuant to an acquisition or otherwise. (b) In the owner event that, subsequent to the Closing Date, any Person becomes a Material Foreign Subsidiary of any Borrower, whether pursuant to an acquisition or otherwise, (x) the Borrower Representative shall promptly notify the Administrative Agent and the Lenders of the creation or acquisition of such Material Foreign Subsidiary and, at the request of the Administrative Agent (y) the Borrowers shall, subject to compliance with applicable laws, cause such Person (i) to execute a Guaranty Agreement as a new Guarantor, (ii) to xxxxx x xxxx in all of its personal property by executing a Security Agreement or other appropriate security instrument and filing financing statements or similar instruments required by the Administrative Agent, (iii) if such Foreign Subsidiary owns Stock in another Person, to execute a Pledge Agreement, and (iv) to provide all relevant documentation with respect thereto and to take such other actions as such Material Foreign Subsidiary would have provided and taken pursuant to Section 6.01 if such Material Foreign Subsidiary had been a Credit Party on the Closing Date. In addition, Borrowers shall, or shall cause its Subsidiary owning such Person, to pledge all of the stock of such Person to the Administrative Agent as security for the Obligations or Sterling Obligations, as the case may be, pursuant to a pledge agreement in form and substance satisfactory to the Administrative Agent and the Lenders, and to deliver the original stock certificates evidencing such shares to the Administrative Agent, together with appropriate stock powers executed in blank. Each Borrower agrees that, following the delivery of any Collateral Documents required to be executed and delivered by this Section 8.09(b), the Administrative Agent shall have a valid and enforceable first priority Lien on the respective Collateral covered thereby, free and clear of all Liens other than Permitted Liens. All actions to be taken pursuant to this Section 8.09(b) shall be at the expense of the Domestic Borrower or the applicable Credit Party, shall be taken to the reasonable satisfaction of the Administrative Agent, and shall be taken within thirty (30) days following the date such Person becomes a Credit Party, whether pursuant to an acquisition or otherwise. (c) The Borrowers (other than the Sterling Borrower) shall use all reasonable endeavors to procure that: (i) the Sterling Borrower completes the Whitewash Procedure, executes the Sterling Borrower Guaranty and the UK Security Amendment Agreement as soon as reasonably and legally practicable and in any event no later than December 31, 2001; provided, however, if the Sterling Borrower does not complete the Whitewash Procedure prior to December 31, 2001 the Applicable Base Rate Margin and the Applicable LIBOR Margin shall be increased by 0.50% per annum until such time as the Whitewash Procedure is completed (the "Whitewash Interest Increase"); and (ii) each member of the Sterling Borrower Group (other than Dormant Subsidiaries) and any other member of the Sterling Borrower Group which is or becomes a Material Foreign Subsidiary after the date hereof, delists where necessary, converts to a private company, completes the Whitewash Procedures and executes a UK Subsidiary Guaranty Accession Agreement and a UK Security Accession Agreement as soon as reasonably and legally practicable and in any event no later than December 31, 2001 (or ground lessee under in the case of any subsequent Material Foreign Subsidiary within the later of December 31, 2001 or two months of its becoming a Material Foreign Subsidiary); provided, however, if each member of the Sterling Borrower Group (other than Dormant Subsidiaries) and any other member of the Sterling Borrower Group which is or becomes a Material Foreign Subsidiary after the date hereof does not complete the Whitewash Procedure prior to December 31, 2001 the Applicable Base Rate Margin and the Applicable LIBOR Margin shall be increased by the Whitewash Interest Increase until such time as the Whitewash Procedure is completed (or in the case of any subsequent Material Foreign Subsidiary within the later of December 31, 2001 or two months of its becoming a Material Foreign Subsidiary). (d) For purposes of this Section 8.09, if any UK Subsidiary that is a Dormant Subsidiary as of the Closing Date becomes an Eligible Ground Lease) of Property that the Borrowers determine to treat as an Unencumbered Property, Unencumbered Eligible Land or Unencumbered Construction-in-Process and (2) is not an Eligible Active Subsidiary, the Borrowers shall notify the Administrative Agent and promptly thereafter (but in any event within 30 days after such event) such Subsidiary shall: (i) execute a Guaranty in substantially the form of Exhibit 7.12(a) and (ii) deliver such other documentation shall cause to be taken all actions as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, information regarding the real property owned by such Person, certified resolutions and other organizational and authorizing documents of such Person and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above), all in form, content and scope reasonably satisfactory to the Administrative Agent. It is understood and agreed that in the event any Subsidiary provides a Guaranty hereunder, it may also guaranty Indebtedness under the Other Term Loan Agreements, the Revolving Credit Agreement, and the Indenture. (b) From time to time the Borrowers may request that the Administrative Agent, on behalf of the Lenders, accept one or more Limited Partner Guaranties from unit holders of Borrowers, in substantially the form of Exhibit 7.12(b), as further inducement to the Lenders for providing the Loans hereunder, and promptly upon receipt of such request and the applicable Limited Partner Guaranty the Administrative Agent shall execute and deliver such Limited Partner Guaranty, as shall reasonably would be requested, to reflect acceptance of delivery of such Limited Partner Guaranty on behalf of the Lenders. No Limited Partner Guaranty shall affect the obligations required of the Borrowers hereunder.and their Subsidiaries under subsections 8.09(a), 8.09(b) and 8.09

Additional Credit Parties. (a) At any time a Subsidiary MSG may designate additional US Subsidiaries to be US Borrowers under the US Credit Agreement, and Ravenstock may designate additional Foreign Subsidiaries organized under the laws of the United Kingdom to be additional UK Borrowers under the UK Credit Agreement, and thereby include the assets of such Subsidiaries in calculation of the Applicable Borrowing Base, subject to all the terms thereof; provided that there shall be no more than three (13) is not US Borrowers or UK Borrowers at any time. Such designation shall only become effective at such time as (i) the designated Subsidiary shall have executed and delivered to the Administrative Agent, with sufficient copies for each Applicable Lender, a Credit Party becomes Joinder Agreement (as amended to be valid and binding under the owner laws of England and Wales in the case of an additional UK Borrower) and shall have granted to the Applicable Security Agent first priority and fully perfected Liens on its assets, (ii) the Applicable Security Agent shall have received a first priority pledge of or ground lessee under an Eligible Ground Lease) charge over the Capital Stock of Property that the Borrowers determine to treat as an Unencumbered Property, Unencumbered Eligible Land or Unencumbered Construction-in-Process and (2) is not an Eligible such Subsidiary, (iii) the Borrowers Administrative Agent shall notify have received such opinions of counsel, corporate documents and other documents and instruments as the Administrative Agent or the Applicable Security Agent may reasonably request, in each case in form and substance satisfactory to the Administrative Agent and promptly thereafter the Applicable Security Agent; and (but iv) if the additional Subsidiary was acquired or created in connection with any acquisition and the aggregate purchase price in connection with such an acquisition is in excess of $5,000,000 (or if the Rental Fleet Assets owned by such additional Borrower that may be included in any event within 30 days after such event) such Subsidiary shall: (i) execute calculation of the US Borrowing Base or the UK Borrowing Base have a Guaranty value in substantially the form excess of Exhibit 7.12(a) and (ii) deliver such other documentation as $5,000,000), the Administrative Agent may reasonably request in connection with shall have received a satisfactory “desktop appraisal” of the foregoing, including, without limitation, information regarding the real property Rental Fleet Assets owned by such Person, certified resolutions and other organizational and authorizing documents additional Borrower. Upon the satisfaction of such Person and favorable opinions of counsel to such Person (which shall cover, among other thingsconditions, the legality, validity, binding effect and enforceability applicable Subsidiary shall become a US Borrower or UK Borrower for all purposes of the documentation referred to above), all in form, content and scope reasonably satisfactory to the Administrative Agent. It is understood and agreed that in the event any Subsidiary provides a Guaranty hereunder, it may also guaranty Indebtedness under the Other Term Loan Agreements, the Revolving Credit Agreement, and the IndentureDocuments. (b) From time If after the Closing Date either any Non-Guarantor Subsidiary or Mobile Storage Group (Texas), L.P. acquires assets with a fair market value of $100,000 or more, or any Borrower or any of its Subsidiaries forms or acquires a Subsidiary (in a Permitted Acquisition, including any merger, amalgamation or consolidation in connection therewith) which has assets with a fair market value of $100,000 or more, then unless such Subsidiary has become a Borrower pursuant to time Section 7.32(a), the Borrowers may request that the Administrative Agent, on behalf of the Lenders, accept one or more Limited Partner Guaranties from unit holders of Borrowers, shall promptly (and in substantially the form of Exhibit 7.12(b), as further inducement any event within 5 Applicable Business Days) cause such Subsidiary to the Lenders for providing the Loans hereunder, become a Subsidiary Guarantor by executing and promptly upon receipt of such request and the applicable Limited Partner Guaranty delivering to the Administrative Agent shall execute and deliver such Limited Partner Guarantythe UK Agent, as shall reasonably be requestedapplicable, with sufficient copies for each Lender, a Guaranty or a supplement or joinder to reflect acceptance of delivery of such Limited Partner a Subsidiary Guaranty on behalf of to guarantee the Lenders. No Limited Partner Guaranty shall affect the obligations Obligations of the Borrowers hereunder(in the case of a US Subsidiary) or the UK Borrower (in the case of a Foreign Subsidiary), and grant to the Applicable Security Agent, as applicable, first priority and fully perfected Liens on its assets and the Capital Stock of such Subsidiary (limited in the case of Capital Stock of a Foreign Subsidiary to the extent set forth in the Pledge Agreement) to secure its Obligations, with such opinions of counsel (including without limitation, such opinions of counsel as may be requested in connection with Mobile Storage Group (Texas), L.P. acquiring assets with a fair market value in excess of $100,000), corporate documents and other documents and instruments as the Applicable Security Agent may reasonably request, in each case in form and substance satisfactory to the Applicable Security Agent. Notwithstanding the foregoing, Liens on any assets constituting Real Estate shall be subject to the provisions of Section 7.33.

Additional Credit Parties. (a) At The Company may at any time a Subsidiary of time, upon not less than 10 Business Days’ notice from the Borrowers that Company to the Lender (1or such shorter period as may be agreed by the Lender in its sole discretion) is not designate any Approved LC Account Party (an “Applicant Credit Party”) as a Credit Party becomes hereunder by delivering to the owner (or ground lessee under an Eligible Ground Lease) of Property that the Borrowers determine to treat as an Unencumbered Property, Unencumbered Eligible Land or Unencumbered Construction-in-Process Lender a duly executed notice and (2) is not an Eligible Subsidiary, the Borrowers shall notify the Administrative Agent and promptly thereafter (but in any event within 30 days after such event) such Subsidiary shall: (i) execute a Guaranty agreement in substantially the form of Exhibit 7.12(a) C (a “Credit Party Request and (ii) deliver Assumption Agreement”). The parties hereto acknowledge and agree that prior to any Applicant Credit Party becoming entitled to utilize the letter of credit facilities provided for herein the Lender shall have received such other supporting resolutions, incumbency certificates, opinions of counsel, required consents, approvals, documentation as the Administrative Agent may reasonably request in connection with the foregoingand information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, information regarding the real property owned by such PersonPatriot Act and the Beneficial Ownership Regulation, certified resolutions and other organizational and authorizing documents of such Person and favorable opinions of counsel to such Person (which shall coveror information, 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 AgentLender, as may be required in its reasonable discretion. It is understood and agreed If the Lender determines that in the event any Subsidiary provides an Applicant Credit Party shall be entitled to become a Guaranty Credit Party hereunder, it may also guaranty Indebtedness under the Other Term Loan Agreementsthen promptly following receipt of all such requested resolutions, incumbency certificates, opinions of counsel, required consents, approvals and other documents or information, the Revolving Credit Agreement, and the Indenture. (b) From time to time the Borrowers may request that the Administrative Agent, on behalf of the Lenders, accept one or more Limited Partner Guaranties from unit holders of Borrowers, Lender shall promptly send a notice in substantially the form of Exhibit 7.12(b), as further inducement D (a “Credit Party Notice”) to the Lenders Company specifying the effective date upon which the Applicant Credit Party shall constitute a Credit Party for providing purposes hereof, whereupon the Loans hereunder, and promptly upon receipt Lender shall issue Letters of such request and the applicable Limited Partner Guaranty the Administrative Agent shall execute and deliver such Limited Partner Guaranty, as shall reasonably be requested, to reflect acceptance of delivery of such Limited Partner Guaranty Credit on behalf of such Credit Party hereunder, on the Lendersterms and conditions set forth herein, and such Applicant Credit Party shall be a Credit Party for all purposes of this Agreement; provided that no Letter of Credit Application may be submitted by or on behalf of such Credit Party until the date two Business Days after such effective date. No Limited Partner Guaranty Notwithstanding anything to the contrary contained in the foregoing, in no event shall affect the obligations Lender be required to make Credit Extensions to an entity that becomes a Credit Party, or to permit Letters of Credit to be issued on behalf of an entity that becomes a Credit Party, that is organized in a jurisdiction that Lender is prohibited from lending into by law, rule, regulation or commercially reasonable internal policy. (b) Each Approved LC Account Party that is or becomes a Credit Party pursuant to this Section 2.10 hereby irrevocably appoints the Company as its agent for all purposes relevant to this Agreement and each of the Borrowers hereunderother Facility Documents, including (i) the giving and receipt of notices, the making of any payments required hereunder and (ii) the execution and delivery of all documents, instruments and certificates contemplated herein and all modifications hereto. Any acknowledgment, consent, direction, certification or other action which might otherwise be valid or effective only if given or taken by all Credit Parties, or by each Credit Party acting singly, shall be valid and effective if given or taken only by the Company, whether or not any such other Credit Party joins therein. Any notice, demand, consent, acknowledgement, direction, certification or other communication delivered to the Company in accordance with the terms of this Agreement shall be deemed to have been delivered to each Credit Party. (c) The Company may from time to time, upon not less than 15 Business Days’ notice from the Company to the Lender (or such shorter period as may be agreed by the Lender in its sole discretion), terminate a Credit Party’s status as such, provided that there are no outstanding Letters of Credit issued on behalf of such Credit Party, Unreimbursed Amounts outstanding on behalf of such Credit Party, or other amounts payable by such Credit Party on account of any Letters of Credit issued for its account, as of the effective date of such termination.

Additional Credit Parties. (a) At any time a Subsidiary of the Borrowers that (1) is not a Credit Party becomes the owner (or ground lessee under an Eligible Ground Lease) of Property that the Borrowers determine to treat As soon as an Unencumbered Property, Unencumbered Eligible Land or Unencumbered Construction-in-Process practicable and (2) is not an Eligible Subsidiary, the Borrowers shall notify the Administrative Agent and promptly thereafter (but in any event within 30 days after any Person (other than Bradson Corporation which is a Borrower to this Agreement as of the Closing Date and any other Target that becomes a Borrower pursuant to Section 7.26(b)) becomes a Subsidiary of any Credit Party, the Borrowers shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing all of the assets of such event) such Subsidiary shall: Person and shall (i) if such Person is a Domestic Subsidiary of a Credit Party, cause such Person to execute a Guaranty Joinder Agreement in substantially the same form of as Exhibit 7.12(a) and G-1, (ii) cause 100% (or, if less, the full amount owned by the applicable Credit Party) if such Person is a Domestic Subsidiary of a Credit Party or 66% (or, if less, the full amount owned by the applicable Credit Party) if such Person is a direct Foreign Subsidiary of a Credit Party of the Capital Stock of such Person to be delivered to the Administrative Agent (together with undated stock powers signed in blank (unless, with respect to a Foreign Subsidiary, such stock powers are deemed unnecessary by the Administrative Agent in its reasonable discretion under the law of the jurisdiction of incorporation of such Person)) and pledged to the Administrative Agent pursuant to an appropriate pledge agreement(s) in form acceptable to the Administrative Agent and cause such Person to deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, information regarding the real property owned by such Personappropriate UCC-1 financing statements, landlord’s waivers, certified resolutions and other organizational and authorizing documents of such Person Person, and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above), all in form, content and scope reasonably satisfactory to the Administrative Agent. It is understood and agreed that in the event any Subsidiary provides a Guaranty hereunder, it may also guaranty Indebtedness under the Other Term Loan Agreements, the Revolving Credit Agreement, and the Indenture. (b) From time Subject to time the written approval by the Required Lenders, upon any Target becoming a Subsidiary of any Credit Party, the Borrowers shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and shall (a) cause such Person to execute a Joinder Agreement in substantially the same form as Exhibit G-2, (b) cause 100% of the Capital Stock of such Person to be delivered to the Administrative Agent (together with undated stock powers signed in blank) and pledged to the Administrative Agent pursuant to an appropriate pledge agreement(s) in form acceptable to the Administrative Agent and cause such Person to deliver such other documentation as the Administrative Agent may reasonably request that in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, landlord’s waivers, certified resolutions and other organizational and authorizing documents of such Person, and favorable opinions of counsel to such Person all in form, content and scope reasonably satisfactory to the Administrative Agent, on behalf of the Lenders, accept one or more Limited Partner Guaranties from unit holders of Borrowers, in substantially the form of Exhibit 7.12(b), as further inducement to the Lenders for providing the Loans hereunder, and promptly upon receipt of such request and the applicable Limited Partner Guaranty the Administrative Agent shall execute and deliver such Limited Partner Guaranty, as shall reasonably be requested, to reflect acceptance of delivery of such Limited Partner Guaranty on behalf of the Lenders. No Limited Partner Guaranty shall affect the obligations of the Borrowers hereunder.

Additional Credit Parties. (a) At In the event that, subsequent to the Closing Date, any time Person becomes a Domestic Subsidiary of any Borrower, whether pursuant to an acquisition or otherwise, (x) the Borrower Representative shall promptly notify the Administrative Agent and the Lenders of the creation or acquisition of such Domestic Subsidiary and (y) the Borrowers that shall cause such Person (1i) is not to become a party to a Guaranty Agreement as a new Guarantor, (ii) to grant a lien in all of its personal property by joining the approprxxxx Xxxxxxxy Agreement or executing a new Security Agreement and filing such UCC-1 financing statements or similar instruments required by the Administrative Agent, (iii) if such Domestic Subsidiary owns Stock in another Person, to become a party to the appropriate Pledge Agreement, and (iv) to provide all relevant documentation with respect thereto and to take such other actions as such Domestic Subsidiary would have provided and taken pursuant to Section 6.01 if such Domestic Subsidiary had been a Credit Party on the Closing Date. In addition, such Borrower shall, or shall cause its Subsidiary owning such Person, to pledge all of the stock of such Person to the Administrative Agent as security for the Obligations pursuant to a pledge agreement in form and substance satisfactory to the Administrative Agent and the Lenders, and to deliver the original stock certificates evidencing such shares to the Administrative Agent, together with appropriate stock powers executed in blank. Each Borrower agrees that, following the delivery of any Collateral Documents required to be executed and delivered by this Section 8.09(a), the Administrative Agent shall have a valid and enforceable first priority Lien on the respective Collateral covered thereby, free and clear of all Liens other than Permitted Liens. All actions to be taken pursuant to this Section 8.09(a) shall be at the expense of the Domestic Borrower or the applicable Credit Party, shall be taken to the reasonable satisfaction of the Administrative Agent, and shall be taken within thirty (30) days following the date such Person becomes a Credit Party, whether pursuant to an acquisition or otherwise. (b) In the owner event that, subsequent to the Closing Date, any Person becomes a Material Foregin Subsidiary of any Borrower, whether pursuant to an acquisition or otherwise, (x) the Borrower Representative shall promptly notify the Administrative Agent and the Lenders of the creation or acquisition of such Material Foreign Subsidiary and, at the request of the Administrative Agent (y) the Borrowers shall cause such Person (i) to execute a Guaranty Agreement as a new Guarantor, (ii) to grant a lien in all of its personal property by executing a Securitx Xxxxxxxxx or other appropriate security instrument and filing financing statements or similar instruments required by the Administrative Agent, (iii) if such Foreign Subsidiary owns Stock in another Person, to execute a Pledge Agreement, and (iv) to provide all relevant documentation with respect thereto and to take such other actions as such Material Foreign Subsidiary would have provided and taken pursuant to Section 6.01 if such Material Foreign Subsidiary had been a Credit Party on the Closing Date. In addition, Borrowers shall, or shall cause its Subsidiary owning such Person, to pledge all of the stock of such Person to the Administrative Agent as security for the Obligations or Sterling Obligations, as the case may be, pursuant to a pledge agreement in form and substance satisfactory to the Administrative Agent and the Lenders, and to deliver the original stock certificates evidencing such shares to the Administrative Agent, together with appropriate stock powers executed in blank. Each Borrower agrees that, following the delivery of any Collateral Documents required to be executed and delivered by this Section 8.09(b), the Administrative Agent shall have a valid and enforceable first priority Lien on the respective Collateral covered thereby, free and clear of all Liens other than Permitted Liens. All actions to be taken pursuant to this Section 8.09(b) shall be at the expense of the Domestic Borrower or the applicable Credit Party, shall be taken to the reasonable satisfaction of the Administrative Agent, and shall be taken within thirty (30) days following the date such Person becomes a Credit Party, whether pursuant to an acquisition or otherwise. (c) The Borrowers (other than the Sterling Borrower) shall use all reasonable endeavors to procure that: (i) the Sterling Borrower delists, converts to a private limited company, completes the Whitewash Procedure, executes the Sterling Borrower Guaranty and the UK Security Amendment Agreement as soon as reasonably and legally practicable and in any event within five months of the Unconditional Date; and (ii) each member of the Sterling Borrower Group (other than dormant companies) and any other member of the Sterling Borrower Group which is or becomes a Material Foreign Subsidiary after the date hereof, delists where necessary, converts to a private company, completes the Whitewash Procedures and executes a UK Subsidiary Guaranty Accession Agreement and a UK Security Accession Agreement as soon as reasonably and legally practicable and in any event within five months of the Unconditional Date (or ground lessee under in the case of any subsequent Material Foreign Subsidiary within the later of five months from the Unconditional Date or two months of it becoming a Material Foreign Subsidiary). (d) For purposes of this Section 8.09, if any UK Subsidiary that is a Dormant Subsidiary as of the Closing Date becomes an Eligible Ground Lease) of Property that the Borrowers determine to treat as an Unencumbered Property, Unencumbered Eligible Land or Unencumbered Construction-in-Process and (2) is not an Eligible Active Subsidiary, the Borrowers shall notify the Administrative Agent and promptly thereafter (but in any event within 30 days after such event) such Subsidiary shall: (i) execute a Guaranty in substantially the form of Exhibit 7.12(a) and (ii) deliver such other documentation shall cause to be taken all actions as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, information regarding the real property owned by such Person, certified resolutions and other organizational and authorizing documents of such Person and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above), all in form, content and scope reasonably satisfactory to the Administrative Agent. It is understood and agreed that in the event any Subsidiary provides a Guaranty hereunder, it may also guaranty Indebtedness under the Other Term Loan Agreements, the Revolving Credit Agreement, and the Indenture. (b) From time to time the Borrowers may request that the Administrative Agent, on behalf of the Lenders, accept one or more Limited Partner Guaranties from unit holders of Borrowers, in substantially the form of Exhibit 7.12(b), as further inducement to the Lenders for providing the Loans hereunder, and promptly upon receipt of such request and the applicable Limited Partner Guaranty the Administrative Agent shall execute and deliver such Limited Partner Guaranty, as shall reasonably would be requested, to reflect acceptance of delivery of such Limited Partner Guaranty on behalf of the Lenders. No Limited Partner Guaranty shall affect the obligations required of the Borrowers hereunder.and their Subsidiaries under subsections 8.09(a), 8.09(b) and 8.09

Additional Credit Parties. (a) At Upon any time a Company creating or acquiring any Subsidiary after the Effective Date, such Company shall, assuming it does not violate any Gaming Law or, if necessary, assuming it obtains the approval of the Borrowers that (1) is not a Credit Party becomes the owner (or ground lessee under an Eligible Ground Lease) of Property that the Borrowers determine to treat as an Unencumbered PropertyGaming Authority, Unencumbered Eligible Land or Unencumbered Construction-in-Process and (2) is not an Eligible Subsidiary, the Borrowers shall notify the Administrative Agent and promptly thereafter (but in any event within 30 days after such event) such Subsidiary shall: (i) cause each such Subsidiary that is a Wholly Owned Subsidiary to execute and deliver all such agreements, guarantees, documents and certificates (including a Guaranty in substantially Joinder Agreement and any amendments to the form of Exhibit 7.12(aCredit Documents) as the Agents or the Majority Lenders may reasonably request and (ii) deliver do such other documentation acts and things as the Administrative Agent Agents or the Majority Lenders may reasonably request in connection with order to have such Subsidiary become a Guarantor, (ii) promptly, (I) execute and deliver to Agents such amendments to the foregoingSecurity Documents as the Agents deem necessary or advisable in order to grant to Collateral Agent, includingfor the benefit of the Creditors, without limitation, information regarding a perfected first priority security interest in the real property Equity Interests and debt securities of such new Subsidiary which are owned by any Company and required to be pledged pursuant to the Security Agreement, (II) deliver to Collateral Agent the certificates representing such PersonEquity Interests and debt securities, certified resolutions and other organizational and authorizing documents together with (A) in the case of such Person Equity Interests, undated stock powers endorsed in blank, and favorable opinions (B) in the case of counsel such debt securities, endorsed in blank, in each case executed and delivered by a Responsible Officer of Borrower or such Subsidiary, as the case may be, (III) cause such new Subsidiary to take such actions necessary or advisable (including executing and delivering a Joinder Agreement) to grant to Collateral Agent for the benefit of the Creditors a perfected first priority security interest in the collateral described in the Security Agreement with respect to such Person new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Agreement or by law or as may be reasonably requested by the Agents, and (IV) deliver to the Agents all legal opinions reasonably requested relating to the matters described above, which opinions shall coverbe in form and substance, among other thingsand from counsel, 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. It is understood and agreed that in the event any Subsidiary provides a Guaranty hereunder, it may also guaranty Indebtedness under the Other Term Loan Agreements, the Revolving Credit Agreement, and the IndentureAgents. (b) From time to time the Borrowers may request that the Administrative Agent, on behalf of the Lenders, accept one or more Limited Partner Guaranties from unit holders of Borrowers, in substantially the form of Exhibit 7.12(b), as further inducement to the Lenders for providing the Loans hereunder, and promptly upon receipt of such request and the applicable Limited Partner Guaranty the Administrative Agent shall execute and deliver such Limited Partner Guaranty, as shall reasonably be requested, to reflect acceptance of delivery of such Limited Partner Guaranty on behalf of the Lenders. No Limited Partner Guaranty shall affect the obligations of the Borrowers hereunder.

Additional Credit Parties. (a) At any time a Subsidiary of the Borrowers that (1) is not a Credit Party becomes the owner (or ground lessee under an Eligible Ground Lease) of Property that the Borrowers determine to treat As soon as an Unencumbered Property, Unencumbered Eligible Land or Unencumbered Construction-in-Process practicable and (2) is not an Eligible Subsidiary, the Borrowers shall notify the Administrative Agent and promptly thereafter (but in any event within 30 days after any Person (whether newly formed, acquired or otherwise) becomes a Material Subsidiary that is a Restricted Subsidiary of any Credit Party the Borrower shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing all of the assets of such eventPerson and shall (a) if such Person is a wholly-owned Domestic Subsidiary shall: (i) of a Credit Party, cause such Person to execute a Guaranty Joinder Agreement in substantially the same form as Schedule 5.13 (subject to exceptions regarding real property and ownership interests as collateral as set forth. herein in the case of a Subsidiary of the Acquired Company), (b) cause 100% (if such Person is a Domestic Subsidiary of a Credit Party other than a Subsidiary of the Acquired Company) or, unless otherwise agreed by the Administrative Agent, 65% (if such Person is a First Tier Foreign Subsidiary of a Credit Party that is also a Material Subsidiary) of the Capital Stock of such Person owned by a Credit Party to be delivered to the Administrative Agent (together with undated stock powers signed in blank (unless, with respect to a First Tier Foreign Subsidiary, such stock powers are deemed unnecessary by the Administrative Agent in its reasonable discretion under the law of the jurisdiction of incorporation of such Person)) and pledged to the Administrative Agent pursuant to an appropriate pledge agreement(s) in substantially the form of Exhibit 7.12(athe Pledge Agreement or joinder to the Pledge Agreement and otherwise in form acceptable to the Administrative Agent, (c) if such Person is a Restricted Subsidiary, cause such Person to grant a security interest in its material real property (excluding real property owned by a Subsidiary of the Acquired Company) and the personal property Collateral of such Person pursuant to appropriate mortgages and/or security agreements in substantially the form of the Security Agreement or a joinder to the Security Agreement, subject to no other Liens other than Permitted Liens [NOTE: PURSUANT TO THE TERMS OF THE FIFTH AMENDMENT, ONLY RESTRICTED SUBSIDIARIES WHICH ARE DOMESTIC SUBSIDIARIES WILL BE REQUIRED TO JOIN THE SECURITY AGREEMENT AND PLEDGE A SECURITY INTEREST IN THEIR ASSETS], and (iid) deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, information regarding the real property owned by such Personappropriate UCC-1 financing statements, certified resolutions and other organizational and authorizing documents of such Person and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above), all in form, content above and scope reasonably satisfactory to the perfection of the Administrative Agent. It is understood and agreed that in the event any Subsidiary provides a Guaranty hereunder, it may also guaranty Indebtedness under the Other Term Loan Agreements, the Revolving Credit Agreement, and the Indenture's liens thereunder). (b) From time to time the Borrowers may request that the Administrative Agent, on behalf of the Lenders, accept one or more Limited Partner Guaranties from unit holders of Borrowers, in substantially the form of Exhibit 7.12(b), as further inducement to the Lenders for providing the Loans hereunder, and promptly upon receipt of such request and the applicable Limited Partner Guaranty the Administrative Agent shall execute and deliver such Limited Partner Guaranty, as shall reasonably be requested, to reflect acceptance of delivery of such Limited Partner Guaranty on behalf of the Lenders. No Limited Partner Guaranty shall affect the obligations of the Borrowers hereunder.

Additional Credit Parties. (a) At the time any time Person becomes a Subsidiary of the Borrowers that (1) is not a Credit Party becomes the owner (or ground lessee under an Eligible Ground Lease) of Property that the Borrowers determine to treat as an Unencumbered Property, Unencumbered Eligible Land or Unencumbered Construction-in-Process and (2) is not an Eligible SubsidiaryParty, the Borrowers shall so notify the Administrative Agent Agents and promptly thereafter (but in any event within 30 days after the date thereof or within such eventlonger period of time as agreed to by an Administrative Agent): (a) if such Person is a Subsidiary shall: (other than a Receivables Subsidiary) domiciled in the United States, shall cause such Person to become a Total Facility Guarantor by (i) execute executing a Guaranty Joinder Agreement in substantially the same form as Exhibit 8.13, (ii) causing all of the Capital Stock of such Person owned by a Credit Party to be delivered to the Collateral Agent (together with undated stock powers signed in blank) and pledged to the Collateral Agent to secure its parent's guaranty of the Guaranteed Obligations pursuant to an appropriate pledge agreement in substantially the form of Exhibit 7.12(athe U.S. Pledge Agreement (or a modification to the existing U.S. Pledge Agreement) and otherwise in a form reasonably acceptable to the Collateral Agent, (iii) pledging all of its personal property assets located in the United States to the Collateral Agent to secure its guaranty of the Guaranteed Obligations pursuant to an appropriate security agreement in substantially the form of the U.S. Security Agreement (or a joinder to the existing U.S. Security Agreement) and otherwise in a form reasonably acceptable to the Collateral Agent, (iv) if such Person has any Subsidiaries domiciled in the United States or any Material Foreign Subsidiaries, (A) delivering (x) 100% of the Capital Stock of such Subsidiaries domiciled in the United States owned by it and (y) 65% of the Capital Stock of such Material Foreign Subsidiaries owned by it (in each case together with undated stock powers signed in blank) to the Collateral Agent and (B) executing an appropriate pledge agreement in substantially the form of the U.S. Pledge Agreement (or a joinder to the existing U.S. Pledge Agreement) and otherwise in a form acceptable to the Collateral Agent, in each of cases (A) and (B) to secure its guaranty of the Guaranteed Obligations, and (v) if such Person leases any real property, using its commercially reasonable efforts to cause to be delivered a landlord waiver or estoppel letter with respect thereto in a form acceptable to the Collateral Agent; (b) if such Person is a Subsidiary (other than a Receivables Subsidiary) domiciled in Canada, shall cause such Person to become a Canadian Facility Guarantor by (i) executing a Joinder Agreement in substantially the same form as Exhibit 8.13, (ii) causing all of the Capital Stock of such Person owned by a Credit Party to be delivered to the Collateral Agent (together with undated stock powers signed in blank) and pledged to the Collateral Agent to secure its parent's guaranty of the Guaranteed Obligations pursuant to an appropriate pledge agreement in substantially the form of the Canadian Pledge Agreement (or a modification to the existing Canadian Pledge Agreement) and otherwise in a form reasonably acceptable to the Collateral Agent, (iii) pledging all of its personal property assets located in Canada to the Collateral Agent to secure its guaranty of the Guaranteed Obligations pursuant to an appropriate security agreement in substantially the form of the Canadian Security Agreement (or a joinder to the existing Canadian Security Agreement) and otherwise in a form reasonably acceptable to the Collateral Agent, (iv) if such Person has any Subsidiaries domiciled in the United States or Canada or any Material Foreign Subsidiaries, (A) delivering all of the Capital Stock of such Subsidiaries owned by it (together with undated stock powers signed in blank) to the Collateral Agent and (B) executing an appropriate pledge agreement in substantially the form of the Canadian Pledge Agreement (or a joinder to the existing Canadian Pledge Agreement) and otherwise in a form acceptable to the Collateral Agent, in each of cases (A) and (B) to secure its guaranty of the Guaranteed Obligations, and (v) if such Person leases any real property, using its commercially reasonable efforts to cause to be delivered a landlord waiver or estoppel letter with respect thereto in a form acceptable to the Collateral Agent; provided, however, that if such Person is prohibited by applicable Canadian federal or provincial corporate law from becoming a Canadian Facility Guarantor (as evidenced by an opinion of Canadian counsel to the Credit Parties delivered to the Administrative Agents), then this Section 8.13(b) shall not require such Person to become a Canadian Facility Guarantor so long as such prohibition continues in effect, and if the extent to which such Person is permitted to guaranty the Canadian Credit Party Obligations is limited by applicable Canadian federal or provincial corporate law (as evidenced by an opinion of Canadian counsel to the Credit Parties delivered to the Administrative Agents), such Person shall, so long as such limitation continues in effect, be required under this Section 8.13(b) to guaranty such obligations only to the extent thereby permitted; and (c) if such Person is (i)(A) a Receivables Subsidiary domiciled in the United States and owned directly by one or more U.S. Credit Parties, (B) a Receivables Subsidiary domiciled in Canada and owned directly by one or more Canadian Credit Parties or (C) a Material Foreign Subsidiary owned directly by one or more Canadian Credit Parties, cause 100% of the Capital Stock of such Person to be pledged to the Collateral Agent and (ii) a Material Foreign Subsidiary owned directly by one or more U.S. Credit Parties, cause 65% of the Capital Stock of such Person to be pledged to the Collateral Agent, in each case in a manner reasonably acceptable to the Collateral Agent and to the extent that no materially adverse tax consequences would result therefrom. In each case, the Borrowers shall (A) deliver such other documentation as the Administrative Collateral Agent may reasonably request in connection with the foregoing, including, without limitation, information regarding the real property owned by such Personappropriate UCC-1 financing statements, landlord's waivers, certified resolutions and other organizational and authorizing documents of such Person and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to aboveabove and the attachment, perfection and validity of any Liens created thereby), all in form, content and scope reasonably satisfactory to the Collateral Agent and (B) provide to the U.S. Administrative Agent. It is understood and agreed that in Agent (i) a new Schedule 7.15 which shall reflect the event any information regarding such new Subsidiary provides a Guaranty hereunder, it may also guaranty Indebtedness under the Other Term Loan Agreements, the Revolving Credit Agreementrequired by Section 7.15, and (ii) if applicable, a new Schedule 2(a) to the Indenture. (b) From time to time appropriate Pledge Agreement which shall reflect the Borrowers may request that the Administrative Agent, on behalf pledge of the Lenders, accept one or more Limited Partner Guaranties from unit holders of Borrowers, in substantially the form of Exhibit 7.12(b), as further inducement to the Lenders for providing the Loans hereunder, and promptly upon receipt Capital Stock of such request and the applicable Limited Partner Guaranty the Administrative Agent shall execute and deliver such Limited Partner Guaranty, as shall reasonably be requested, to reflect acceptance of delivery of such Limited Partner Guaranty on behalf of the Lenders. No Limited Partner Guaranty shall affect the obligations of the Borrowers hereundernew Subsidiary.

Additional Credit Parties. At the direction of Borrower by written notice to Administrative Agent that Borrower has elected in its sole discretion to subject any direct Wholly Owned Subsidiary of the Borrower or any other Credit Party to this Section 9.11 (any such Wholly Owned Subsidiary, an “Additional Credit Party”), (a) At Borrower shall cause such Additional Credit Party to, assuming and to the extent that it does not violate any time a Subsidiary Gaming Law or assuming and to the extent it obtains the approval of the Borrowers that Gaming Authority to the extent such approval is required by applicable Gaming Laws execute and deliver all such agreements, guarantees, documents and certificates (1including Joinder Agreements, any amendments to the Credit Documents, lien searches and a Perfection Certificate) is not a Credit Party becomes the owner (or ground lessee under an Eligible Ground Lease) of Property that the Borrowers determine to treat as an Unencumbered Property, Unencumbered Eligible Land or Unencumbered Construction-in-Process and (2) is not an Eligible Subsidiary, the Borrowers shall notify the Administrative Agent and promptly thereafter (but in any event within 30 days after such event) such Subsidiary shall: (i) execute a Guaranty in substantially the form of Exhibit 7.12(a) and (ii) deliver such other documentation as the Administrative Agent may reasonably request in connection with order to have such Additional Credit Party become a Guarantor and (b) the foregoingapplicable Credit Party shall (i) execute and deliver to Collateral Agent such amendments to or additional Security Documents and take all actions required thereunder as Collateral Agent deems necessary or advisable in order to grant to Collateral Agent for the benefit of the Secured Parties, including, without limitation, information regarding a perfected security interest in the real property Equity Interests of such Additional Credit Party which are owned by such PersonCredit Party, certified resolutions and other organizational and authorizing documents (ii) deliver to Collateral Agent the certificates (if any) representing such Equity Interests together with in the case of such Person Equity Interests, undated stock powers endorsed in blank, and favorable (iii) cause to be delivered to Collateral Agent all legal opinions of counsel reasonably requested by Collateral Agent with respect to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above), all in form, content and scope reasonably satisfactory Additional Credit Party relating to the Administrative Agentmatters described above covering matters similar to those covered in the opinions delivered on the Closing Date. It Notwithstanding the foregoing in this Section 9.11 to the contrary, it is understood and agreed that no Lien(s) and/or Guarantee of the applicable Additional Credit Party shall be granted or delivered as provided in the event paragraph above in this Section 9.11 as a result of such Lien(s) and/or Guarantee being prohibited by (i) the applicable Gaming Authorities, any Subsidiary provides a Guaranty hereunderother applicable Governmental Authorities or applicable Law; provided, it may also guaranty Indebtedness under however, that Borrower has used its commercially reasonable efforts to obtain such approvals for such Lien(s) and/or Guarantee or (ii) any Contractual Obligation (except to the Other Term Loan Agreements, extent superseded by the Revolving Credit Agreement, and the Indenture. (b) From time to time the Borrowers may request that the Administrative Agent, on behalf applicable provisions of the Lenders, accept one or more Limited Partner Guaranties from unit holders of Borrowers, in substantially the form of Exhibit 7.12(bUCC), as further inducement to the Lenders for providing the Loans hereunder, and promptly upon receipt of such request and the applicable Limited Partner Guaranty the Administrative Agent shall execute and deliver such Limited Partner Guaranty, as shall reasonably be requested, to reflect acceptance of delivery of such Limited Partner Guaranty on behalf of the Lenders. No Limited Partner Guaranty shall affect the obligations of the Borrowers hereunder.

Additional Credit Parties. (a) At any time a Subsidiary of the Borrowers that (1) is not a Credit Party becomes the owner (or ground lessee under an Eligible Ground Lease) of Property that the Borrowers determine to treat As soon as an Unencumbered Property, Unencumbered Eligible Land or Unencumbered Construction-in-Process practicable and (2) is not an Eligible Subsidiary, the Borrowers shall notify the Administrative Agent and promptly thereafter (but in any event within 30 days after any Person becomes a Material Subsidiary, the Borrowers shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing all of the assets of such event) such Subsidiary shall: Person and shall (i) if such Person is a Domestic Subsidiary of a Credit Party, cause such Person to execute a Guaranty Joinder Agreement in substantially the same form of Exhibit 7.12(a) and as Schedule 7.12, (ii) cause 100% (if such Person is a Domestic Subsidiary of a Credit Party and is not an Unrestricted Subsidiary) or 65% (if such Person is a direct Foreign Subsidiary of a Credit Party) of the Capital Stock of such Person to be delivered to the Administrative Agent (together with undated stock powers signed in blank (unless, with respect to a Foreign Subsidiary, such stock powers are deemed unnecessary by the Administrative Agent in its reasonable discretion under the law of the jurisdiction of incorporation of such Person)) and pledged to the Administrative Agent pursuant to an appropriate pledge agreement(s) in form acceptable to the Administrative Agent and cause such Person to deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, information regarding the real property owned by such Person, appropriate certified resolutions and other organizational and authorizing documents of such Person Person, and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above), all in form, content and scope reasonably satisfactory to the Administrative Agent. It is understood and agreed that in the event any Subsidiary provides a Guaranty hereunder, it may also guaranty Indebtedness under the Other Term Loan Agreements, the Revolving Credit Agreement, and the Indenture. (b) From time to time As soon as practicable and in any event within 30 days after any date on which any Domestic Subsidiary that does not individually constitute a Material Subsidiary (a “Non-Material Domestic Subsidiary”), constitutes, in the aggregate with all other Non-Material Domestic Subsidiaries, more than 15% of the consolidated assets of Speedway Motorsports and its consolidated Subsidiaries as of the end of the immediately preceding fiscal quarter or generates, in the aggregate with all other Non-Material Domestic Subsidiaries, more than 15% of the Consolidated EBITDA of Speedway Motorsports and its consolidated Subsidiaries for the period of four consecutive fiscal quarters ending as of the end of the immediately preceding fiscal quarter (the “Threshold Requirement”), the Borrowers may request shall provide the Administrative Agent with written notice thereof and cause such Domestic Subsidiary to provide an executed Joinder Agreement, together with the related deliveries set forth in clause (a)(ii) above, such that immediately after such joinder, the remaining Non-Material Domestic Subsidiaries shall not exceed the Threshold Requirement. (c) Notwithstanding anything to the contrary contained herein, the Borrowers will promptly provide, or cause to be provided, to the Administrative Agent, on behalf an executed Joinder Agreement, together with the related deliveries set forth in clause (a)(ii) above, from any Subsidiary or Affiliate of Speedway Motorsports that gives a guaranty in respect of the Lenders, accept one or more Limited Partner Guaranties from unit holders of Borrowers, in substantially the form of Exhibit 7.12(b), as further inducement to the Lenders for providing the Loans hereunder, and promptly upon receipt of such request and the applicable Limited Partner Guaranty the Administrative Agent shall execute and deliver such Limited Partner Guaranty, as shall reasonably be requested, to reflect acceptance of delivery of such Limited Partner Guaranty on behalf of the Lenders. No Limited Partner Guaranty shall affect the obligations of the Borrowers hereunderSenior Subordinated Notes.

Additional Credit Parties. (a) At the time any time Person becomes a Subsidiary of the Borrowers that (1) is not a Credit Party becomes the owner (or ground lessee under an Eligible Ground Lease) of Property that the Borrowers determine to treat as an Unencumbered Property, Unencumbered Eligible Land or Unencumbered Construction-in-Process and (2) is not an Eligible SubsidiaryParty, the Borrowers Borrower shall so notify the Administrative Agent and promptly thereafter (but in any event within 30 45 days after the date thereof) shall (a) cause such eventPerson (if it is a Domestic Subsidiary) such Subsidiary shall: to execute a Joinder Agreement in substantially the same form as Exhibit 7.13, (b) unless a Release of Collateral Event has occurred and the Borrower has exercised its rights under Section 11.17, (i) execute cause all of the Capital Stock of such Person (if such Person is a Guaranty Domestic Subsidiary) or 65% of the Capital Stock of such Person (if such Person is a Foreign Subsidiary owned by a Credit Party) to be delivered to the Collateral Agent (together with undated stock powers signed in blank) and pledged to the Collateral Agent pursuant to an appropriate pledge agreement in substantially the form of Exhibit 7.12(athe Pledge Agreement and otherwise in a form acceptable to the Collateral Agent, (ii) if such Person is a Domestic Subsidiary, pledge all of its assets to the Lenders pursuant to a security agreement in substantially the form of the Security Agreement and otherwise in a form acceptable to the Collateral Agent, (iii) if such Person is a Domestic Subsidiary and has any Subsidiaries, (A) deliver all of the Capital Stock of such Domestic Subsidiaries and 65% of the Capital Stock of such direct Foreign Subsidiaries (together with undated stock powers signed in blank) to the Collateral Agent and (B) execute a pledge agreement in substantially the form of the Pledge Agreement and otherwise in a form acceptable to the Collateral Agent, (iv) if such Person is a Domestic Subsidiary and owns or leases any real property in the United States of America, execute any and all necessary mortgages, deeds of trust, deeds to secure debt, collateral assignments of leaseholds or other appropriate real estate collateral documentation in a form substantially similar to the Mortgages with appropriate covenants as necessary (provided that if a leased property is solely for use as a sales office or showroom it shall not be required to be mortgaged) and (iiv) deliver such other documentation as the Administrative Collateral Agent may reasonably request in connection with the foregoingforegoing (to the extent any such documentation was required to be delivered to the Collateral Agent pursuant to Section 5.1 on or before the Initial Funding Date), including, without limitation, information regarding the appropriate UCC-1 financing statements, real property owned by estate title insurance policies, environmental reports and landlord waivers, and (c) cause such Person, Person to deliver certified resolutions and other organizational and authorizing documents of such Person and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above); it being understood that all of the documentation, all agreements, instruments, certificates and opinions to be delivered pursuant to (a), (b) and (c) above shall be in form, content and scope reasonably satisfactory to the Administrative Collateral Agent. It is understood and agreed that Notwithstanding anything in the event any Subsidiary provides a Guaranty hereunder, it may also guaranty Indebtedness under the Other Term Loan Agreements, the Revolving Credit Agreement, and the Indenture. (b) From time to time the Borrowers may request that the Administrative Agent, on behalf of the Lenders, accept one or more Limited Partner Guaranties from unit holders of Borrowers, in substantially the form of Exhibit 7.12(b), as further inducement this Section 7.13 to the Lenders for providing contrary, no Credit Party shall be required to (x) take any action which would violate any Requirement of Law or (y) xxxxx x Xxxx on any asset that is subject to a Permitted Lien if the Loans hereunder, and promptly upon receipt granting of such request and Lien would violate the applicable Limited Partner Guaranty agreement creating or evidencing such Permitted Lien, so long as such agreement was not entered into with the Administrative Agent shall execute and deliver such Limited Partner Guaranty, as shall reasonably be requested, to reflect acceptance intent of delivery avoiding the requirements of such Limited Partner Guaranty on behalf of the Lenders. No Limited Partner Guaranty shall affect the obligations of the Borrowers hereunderthis Section 7.13.

Additional Credit Parties. Upon (ai) At any time Credit Party creating or acquiring any Subsidiary that is a Wholly Owned Restricted Subsidiary (other than any Excluded Subsidiary) after the Closing Date, (ii) any Wholly Owned Restricted Subsidiary of the Borrowers that (1) is not a Credit Party becomes the owner ceasing to be an Excluded Subsidiary (including, without limitation, an Immaterial Subsidiary being designated pursuant to Section 9.13 as an Excluded Immaterial Subsidiary) or ground lessee under (iii) any Revocation that results in an Eligible Ground LeaseUnrestricted Subsidiary becoming a Wholly Owned Restricted Subsidiary (other than any Excluded Subsidiary) of Property a Credit Party (such Wholly Owned Restricted Subsidiary referenced in clause (i), (ii) or (iii) above, an “Additional Credit Party”), such Credit Party shall, assuming and to the extent that it does not violate any Gaming Law or assuming and to the Borrowers determine extent it obtains the approval of the Gaming Authority to treat as an Unencumbered Propertythe extent such approval is required by applicable Gaming Laws (which Borrower hereby agrees to use commercially reasonable efforts to obtain), Unencumbered Eligible Land or Unencumbered Construction-in-Process and (2A) is not an Eligible Subsidiary, the Borrowers shall notify the Administrative Agent and cause each such Wholly Owned Restricted Subsidiary to promptly thereafter (but in any event within 30 45 days (or 95 days, in the event of any Discharge of any Indebtedness in connection with the acquisition of any such Subsidiary) after the later of such event) such Subsidiary shall: event described in clause (i) execute a Guaranty in substantially the form of Exhibit 7.12(a) and ), (ii) or (iii) above or receipt of such approval (or such longer period of time as Administrative Agent may agree to in its sole discretion), execute and deliver all such other documentation agreements, guarantees, documents and certificates (including Joinder Agreements, any amendments to the Credit Documents, lien searches and a Perfection Certificate) as the Administrative Agent may reasonably request in connection order to have such Wholly Owned Restricted Subsidiary become a Guarantor and (B)(I) execute and deliver to Collateral Agent such amendments to or additional Security Documents as Collateral Agent deems necessary or advisable in order to grant to Collateral Agent for the benefit of the Secured Parties, a perfected security interest in the Equity Interests of such Additional Credit Party which are owned by any Credit Party and required to be pledged pursuant to the Security Agreement, (II) deliver to Collateral Agent the certificates (if any) representing such Equity Interests together with in the case of such Equity Interests, undated stock powers endorsed in blank, (III) cause such Additional Credit Party to take such actions necessary or advisable (including executing and delivering a Joinder Agreement) to grant to Collateral Agent for the benefit of the Secured Parties, a perfected security interest in the collateral described in (subject to any requirements set forth in the Security Agreement with respect to limitations on grant of security interests in certain types of assets or Pledged Collateral and limitations or exclusions from the requirement to perfect Liens on such Pledged Collateral and excluding acts with respect to perfection of security interests and Liens not required under, or excluded from the requirements under, the Security Agreement) the Security Agreement and all other Property (limited, in the case of any first-tier Foreign Subsidiary or CFC Holdco, to 65% of the voting Equity Interests and 100% of the non-voting Equity Interests of such Foreign Subsidiary or CFC Holdco) of such Additional Credit Party in accordance with the foregoingprovisions of Section 9.08 hereof with respect to such Additional Credit Party, or as necessary under applicable law or as may be reasonably requested by Collateral Agent, and (IV) deliver to Collateral Agent all legal opinions reasonably requested by Collateral Agent with respect to such Additional Credit Party relating to the matters described above covering matters similar to those covered in the opinions delivered on the Closing Date; provided, however, that Borrower shall use its commercially reasonable efforts to obtain such approvals for any Mortgage(s) and Lien(s) (including pledge of the Equity Interests of such Subsidiary) to be granted by such Additional Credit Party and for the Guarantee of such Additional Credit Party as soon as reasonably practicable; provided, further, that, solely with respect of the Xxxx Las Vegas Entities (including the Xxxx Las Vegas Pledge), the requirements of subclause (B) above shall be subject to the limitations in any then outstanding Xxxx Las Vegas Notes (provided, however, that (i) with respect to the Xxxx Las Vegas Entities, the Borrower shall comply with the requirements of subclause (B) above to the maximum extent permitted by any then outstanding Xxxx Las Vegas Notes, including, without limitation, information regarding Section 4.09 of the real property owned by such Personindenture governing the Xxxx Las Vegas 2023 Notes and (ii) in connection with the Borrower’s compliance with clause (i) of this proviso, certified resolutions (x) the Borrower and the Administrative Agent shall amend or otherwise modify, without the consent of any other organizational and authorizing documents of such Person and favorable opinions of counsel to such Person (which shall cover, among other thingsparty, the legality, validity, binding effect Security Documents to the extent necessary to effectuate such compliance) and enforceability of (y) the documentation referred to above), all Administrative Agent shall enter into such intercreditor agreements (in form, content and scope forms reasonably satisfactory to the Administrative Adminsitrative Agent. It is understood and agreed that in ) with respect to the event any Subsidiary provides a Guaranty hereunder, it may also guaranty Indebtedness under Xxxx Las Vegas Pledge with the Other Term Loan Agreements, the Revolving Credit Agreement, and the Indenture. (b) From time to time the Borrowers may request that the Administrative Agent, on behalf holders of the Lenders, accept one or more Limited Partner Guaranties from unit holders of Borrowers, in substantially the form of Exhibit 7.12(b), as further inducement Xxxx Las Vegas Notes to the Lenders for providing the Loans hereunder, and promptly upon receipt of extent necessary to effectuate such request and the applicable Limited Partner Guaranty the Administrative Agent shall execute and deliver such Limited Partner Guaranty, as shall reasonably be requested, to reflect acceptance of delivery of such Limited Partner Guaranty on behalf complaince. All of the Lenders. No Limited Partner Guaranty foregoing actions shall affect be at the obligations sole cost and expense of the Borrowers hereunderCredit Parties.

Additional Credit Parties. (a) At As soon as practicable and in any time event within thirty (30) days after any Person becomes a Subsidiary of the Borrowers that (1) is not a Credit Party becomes the owner (or ground lessee under an Eligible Ground Lease) of Property that the Borrowers determine to treat as an Unencumbered Property, Unencumbered Eligible Land or Unencumbered Construction-in-Process and (2) is not an Eligible Material Subsidiary, the Borrowers shall notify provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and shall (i) if such Person is a Domestic Subsidiary of a Credit Party, cause such Person to execute a Joinder Agreement in substantially the same form as Schedule 7.12, (ii) cause (A) one hundred percent (100%) of the issued and outstanding Capital Stock of each Domestic Subsidiary (that is not an Unrestricted Subsidiary) directly owned by a Credit Party and (b) sixty-five percent (65%) of the issued and outstanding Capital Stock entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and one hundred percent (100%) of the issued and outstanding Capital Stock not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) of each Foreign Subsidiary directly owned by a Credit Party, to be delivered to the Administrative Agent (together with undated stock powers signed in blank (unless, with respect to a Foreign Subsidiary, such stock powers are deemed unnecessary by the Administrative Agent in its reasonable discretion under the law of the jurisdiction of incorporation of such Person)) and pledged to the Administrative Agent pursuant to an appropriate pledge agreement(s) in form acceptable to the Administrative Agent and promptly thereafter (but in any event within 30 days after cause such event) such Subsidiary shall: (i) execute a Guaranty in substantially the form of Exhibit 7.12(a) and (ii) Person to deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, information regarding the real property owned by such Person, appropriate certified resolutions and other organizational and authorizing documents of such Person Person, and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above), all in form, content and scope reasonably satisfactory to the Administrative Agent. It is understood and agreed that in the event any Subsidiary provides a Guaranty hereunder, it may also guaranty Indebtedness under the Other Term Loan Agreements, the Revolving Credit Agreement, and the Indenture. (b) From time to time As soon as practicable and in any event within thirty (30) days after any date on which any Domestic Subsidiary that does not individually constitute a Material Subsidiary (a “Non-Material Domestic Subsidiary”), constitutes, in the aggregate with all other Non-Material Domestic Subsidiaries, more than fifteen percent (15%) of the consolidated assets of Speedway Motorsports and its consolidated Subsidiaries as of the end of the immediately preceding fiscal quarter or generates, in the aggregate with all other Non-Material Domestic Subsidiaries, more than fifteen percent (15%) of the Consolidated EBITDA of Speedway Motorsports and its consolidated Subsidiaries for the period of four consecutive fiscal quarters ending as of the end of the immediately preceding fiscal quarter (the “Threshold Requirement”), the Borrowers may request shall provide the Administrative Agent with written notice thereof and cause such Domestic Subsidiary to provide an executed Joinder Agreement, together with the related deliveries set forth in clause (a)(ii) above, such that immediately after such joinder, the remaining Non-Material Domestic Subsidiaries shall not exceed the Threshold Requirement. (c) Notwithstanding anything to the contrary contained herein, the Borrowers will promptly provide, or cause to be provided, to the Administrative Agent, on behalf an executed Joinder Agreement, together with the related deliveries set forth in clause (a)(ii) above, from any Subsidiary or Affiliate of Speedway Motorsports that gives a guaranty in respect of Funded Indebtedness (including without limitation the Lenders2011 Senior Notes, accept one or more Limited Partner Guaranties from unit holders of Borrowers, in substantially the form of Exhibit 7.12(bany Additional Subordinated Debt and any Additional Senior Debt), as further inducement to the Lenders for providing the Loans hereunder, and promptly upon receipt of such request and the applicable Limited Partner Guaranty the Administrative Agent shall execute and deliver such Limited Partner Guaranty, as shall reasonably be requested, to reflect acceptance of delivery of such Limited Partner Guaranty on behalf of the Lenders. No Limited Partner Guaranty shall affect the obligations of the Borrowers hereunder.

Additional Credit Parties. (a) At any time a Subsidiary of the Borrowers that (1) is not a Credit Party becomes the owner (or ground lessee under an Eligible Ground Lease) of Property that the Borrowers determine to treat As soon as an Unencumbered Property, Unencumbered Eligible Land or Unencumbered Construction-in-Process practicable and (2) is not an Eligible Subsidiary, the Borrowers shall notify the Administrative Agent and promptly thereafter (but in any event within 30 thirty (30) days after any Person becomes a direct or indirect Subsidiary of any Credit Party, the Borrower shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing all of the assets of such eventPerson and shall (a) if such Person is a Domestic Subsidiary shall: (i) of a Credit Party, cause such Person to execute a Guaranty Joinder Agreement, (b) if such Person is a Subsidiary of a Credit Party (except if such Person is a Foreign Subsidiary which is not a direct Foreign Subsidiary of any Credit Party), cause 100% (or 65% if such Person is a direct Foreign Subsidiary of a Credit Party for so long as the pledge of any greater percentage would have adverse tax consequences to the Credit Parties) of the Capital Stock of such Person to be delivered to the Administrative Agent, together with undated stock powers signed in substantially blank (unless, with respect to a direct Foreign Subsidiary, such stock powers are deemed unnecessary by the form Administrative Agent in its reasonable discretion under the law of Exhibit 7.12(athe jurisdiction of incorporation of such Person), and to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent pursuant to the Collateral Documents, subject only to Permitted Liens, (c) if such Person owns or leases any real property located in the United States of America or, to the extent deemed to be material by the Administrative Agent or the Required Lenders in its or their sole reasonable discretion, located elsewhere, cause such Person to deliver to the Administrative Agent with respect to such real property (as required pursuant to Section 6.12) (other than immaterial leased properties) documents, instruments and other items of the types required to be delivered pursuant to Section 6.12, all in form, content and scope satisfactory to the Administrative Agent, and (iid) cause such Person to deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, includingincluding appropriate UCC-1 financing statements, without limitationenvironmental reports, information regarding the real property owned by such Personlandlord's waivers, certified resolutions and other organizational and authorizing documents of such Person and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to aboveabove and the perfection of the Administrative Agent's liens thereunder), all in form, content and scope reasonably satisfactory to the Administrative Agent. It is understood and agreed that in the event any Subsidiary provides a Guaranty hereunder, it may also guaranty Indebtedness under the Other Term Loan Agreements, the Revolving Credit Agreement, and the Indenture. (b) From time to time the Borrowers may request that the Administrative Agent, on behalf of the Lenders, accept one or more Limited Partner Guaranties from unit holders of Borrowers, in substantially the form of Exhibit 7.12(b), as further inducement to the Lenders for providing the Loans hereunder, and promptly upon receipt of such request and the applicable Limited Partner Guaranty the Administrative Agent shall execute and deliver such Limited Partner Guaranty, as shall reasonably be requested, to reflect acceptance of delivery of such Limited Partner Guaranty on behalf of the Lenders. No Limited Partner Guaranty shall affect the obligations of the Borrowers hereunder.

Additional Credit Parties. (a) At As soon as practicable and in any time event within thirty (30) days after any Person becomes a Subsidiary of the Borrowers that (1) is not a Credit Party becomes the owner (or ground lessee under an Eligible Ground Lease) of Property that the Borrowers determine to treat as an Unencumbered Property, Unencumbered Eligible Land or Unencumbered Construction-in-Process and (2) is not an Eligible Material Subsidiary, the Borrowers shall notify provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and shall (i) if such Person is a Domestic Subsidiary of a Credit Party, cause such Person to execute a Joinder Agreement in substantially the same form as Schedule 7.12, (ii) cause (A) one hundred percent (100%) of the issued and outstanding Capital Stock of each Domestic Subsidiary (that is not an Excluded Subsidiary) directly owned by a Credit Party and (B) sixty- five percent (65%) of the issued and outstanding Voting Stock and one hundred percent (100%) of the issued and outstanding Capital Stock not constituting Voting Stock of each Foreign Subsidiary directly owned by a Credit Party, to be delivered to the Administrative Agent (together with undated stock powers signed in blank (unless, with respect to a Foreign Subsidiary, such stock powers are deemed unnecessary by the Administrative Agent in its reasonable discretion under the law of the jurisdiction of incorporation of such Person)) and pledged to the Administrative Agent pursuant to an appropriate pledge agreement(s) in form acceptable to the Administrative Agent and promptly thereafter (but in any event within 30 days after cause such event) such Subsidiary shall: (i) execute a Guaranty in substantially the form of Exhibit 7.12(a) and (ii) Person to deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, information regarding the real property owned by such Person, appropriate certified resolutions and other organizational and authorizing documents of such Person Person, and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above), all in form, content and scope reasonably satisfactory to the Administrative Agent. It is understood and agreed that in the event any Subsidiary provides a Guaranty hereunder, it may also guaranty Indebtedness under the Other Term Loan Agreements, the Revolving Credit Agreement, and the Indenture. (b) From time to time As soon as practicable and in any event within thirty (30) days after any date on which any Domestic Subsidiary that does not individually constitute a Material Subsidiary (a “Non-Material Domestic Subsidiary”), constitutes, in the aggregate with all other Non-Material Domestic Subsidiaries, more than fifteen percent (15%) of the consolidated assets of Holdings and its consolidated Subsidiaries as of the end of the immediately preceding fiscal quarter or generates, in the aggregate with all other Non-Material Domestic Subsidiaries, more than fifteen percent (15%) of the Consolidated EBITDA of Holdings and its consolidated Subsidiaries for the period of four (4) consecutive fiscal quarters ending as of the end of the immediately preceding fiscal quarter (the “Threshold Requirement”), the Borrowers may request shall provide the Administrative Agent with written notice thereof and cause such Domestic Subsidiary to provide an executed Joinder Agreement, together with the related deliveries set forth in clause (a)(ii) above, such that immediately after such joinder, the remaining Non-Material Domestic Subsidiaries shall not exceed the Threshold Requirement. (c) Notwithstanding anything to the contrary contained herein, the Borrowers will promptly provide, or cause to be provided, to the Administrative Agent, on behalf an executed Joinder Agreement, together with the related deliveries set forth in clause (a)(ii) above, from any Subsidiary or Affiliate of Holdings that gives a guaranty or otherwise becomes an obligor in respect of Funded Indebtedness (including without limitation the Lenders2015 Senior Notes, accept one or more Limited Partner Guaranties from unit holders of Borrowers, in substantially the form of Exhibit 7.12(bany Permitted Pari Passu Indebtedness and any Permitted Junior Indebtedness), as further inducement to the Lenders for providing the Loans hereunder, and promptly upon receipt of such request and the applicable Limited Partner Guaranty the Administrative Agent shall execute and deliver such Limited Partner Guaranty, as shall reasonably be requested, to reflect acceptance of delivery of such Limited Partner Guaranty on behalf of the Lenders. No Limited Partner Guaranty shall affect the obligations of the Borrowers hereunder.

Additional Credit Parties. As soon as practicable and in any event ------------------------- within thirty (30) days after any Person becomes a direct or indirect Subsidiary of any Credit Party, the Borrower shall provide the Agent with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and shall (a) At any time if such Person is a Domestic Subsidiary of a Credit Party, cause such Person to execute a Joinder Agreement, (b) if such Person is a Subsidiary of the Borrowers that a Credit Party (1) except if such Person is a Foreign Subsidiary which is not a direct Foreign Subsidiary of any Credit Party), cause 100% (or 65% if such Person is a direct Foreign Subsidiary of a Credit Party becomes for so long as the owner (or ground lessee under an Eligible Ground Leasepledge of any greater percentage would have adverse tax consequences to the Credit Parties) of Property that the Borrowers determine Capital Stock of such Person to treat as an Unencumbered Propertybe delivered to the Agent, Unencumbered Eligible Land together with undated stock powers signed in blank (unless, with respect to a direct Foreign Subsidiary, such stock powers are deemed unnecessary by the Agent in its reasonable discretion under the law of the jurisdiction of incorporation of such Person), and to be subject at all times to a first priority, perfected Lien in favor of the Agent pursuant to the Collateral Documents, subject only to Permitted Liens, (c) if such Person owns or Unencumbered Construction-in-Process leases any real property located in the United States of America or, to the extent deemed to be material by the Agent or the Required Lenders in its or their sole reasonable discretion, located elsewhere, cause such Person to deliver to the Agent with respect to such real property (other than immaterial leased properties) documents, instruments and other items of the types required to be delivered pursuant to Section 6.12(b), all in form, content and scope satisfactory to the Agent, and (2d) is not an Eligible Subsidiary, the Borrowers shall notify the Administrative Agent and promptly thereafter (but in any event within 30 days after cause such event) such Subsidiary shall: (i) execute a Guaranty in substantially the form of Exhibit 7.12(a) and (ii) Person to deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, includingincluding appropriate UCC-1 financing statements, without limitationenvironmental reports, information regarding the real property owned by such Personlandlord's waivers, certified resolutions and other organizational and authorizing documents of such Person and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to aboveabove and the perfection of the Agent's liens thereunder), all in form, content and scope reasonably satisfactory to the Administrative Agent. It is understood and agreed that in the event any Subsidiary provides a Guaranty hereunder, it may also guaranty Indebtedness under the Other Term Loan Agreements, the Revolving Credit Agreement, and the Indenture. (b) From time to time the Borrowers may request that the Administrative Agent, on behalf of the Lenders, accept one or more Limited Partner Guaranties from unit holders of Borrowers, in substantially the form of Exhibit 7.12(b), as further inducement to the Lenders for providing the Loans hereunder, and promptly upon receipt of such request and the applicable Limited Partner Guaranty the Administrative Agent shall execute and deliver such Limited Partner Guaranty, as shall reasonably be requested, to reflect acceptance of delivery of such Limited Partner Guaranty on behalf of the Lenders. No Limited Partner Guaranty shall affect the obligations of the Borrowers hereunder.

Additional Credit Parties. (a) At Subject to Section 9.11(c), upon (i) any time Credit Party creating or acquiring any Subsidiary that is a Restricted Subsidiary (other than any Excluded Subsidiary) after the Closing Date, (ii) any Restricted Subsidiary of the Borrowers that (1) is not a Credit Party becomes the owner ceasing to be an Excluded Subsidiary or (or ground lessee under iii) any Revocation that results in an Eligible Ground LeaseUnrestricted Subsidiary becoming a Restricted Subsidiary (other than any Excluded Subsidiary) of Property a Credit Party (such Restricted Subsidiary referenced in clause (i), (ii) or (iii) above, an “Additional Credit Party”), such Credit Party shall, assuming and to the extent that it does not violate any Gaming/Racing Law or assuming and to the Borrowers determine extent it obtains the approval of the Gaming/Racing Authority to treat as an Unencumbered Propertythe extent such approval is required by applicable Gaming/Racing Laws (which Borrower hereby agrees to use commercially reasonable efforts to obtain), Unencumbered Eligible Land or Unencumbered Construction-in-Process and (2A) is not an Eligible Subsidiary, the Borrowers shall notify the Administrative Agent and cause each such Restricted Subsidiary to promptly thereafter (but in any event within 30 60 days (or 95 days, in the event of any Discharge of any Indebtedness in connection with the acquisition of any such Subsidiary) after the determination of any such event) such Subsidiary shall: event described in clause (i) execute a Guaranty in substantially the form of Exhibit 7.12(a) and ), (ii) or (iii) above or receipt of such approval (or such longer period of time as Administrative Agent may agree to in its sole discretion), execute and deliver all such other documentation agreements, guarantees, documents and certificates (including Joinder Agreements, any amendments to the Credit Documents and a Perfection Certificate) as the Administrative Agent may reasonably request in connection order to have such Restricted Subsidiary become a Guarantor and (B) promptly (I) execute and deliver to Collateral Agent such amendments to or additional Security Documents as Collateral Agent reasonably deems necessary or advisable in order to grant to Collateral Agent for the benefit of the Secured Parties, a perfected security interest in the Equity Interests of such new Restricted Subsidiary which are owned by any Credit Party (other than Excluded Property), (II) deliver to Collateral Agent the certificates (if any) representing such Equity Interests together with in the case of such Equity Interests, undated stock powers endorsed in blank, (III) cause such new Restricted Subsidiary to take such actions reasonably necessary or advisable (including executing and delivering a Joinder Agreement or new or additional Security Documents) to grant to Collateral Agent for the benefit of the Secured Parties, a perfected security interest in the collateral described in (subject to any requirements set forth herein and in the Security Documents with respect to limitations on grant of security interests in certain types of assets or Collateral and limitations or exclusions from the requirement to perfect Liens on such Collateral and excluding acts with respect to perfection of security interests and Liens not required under, or excluded from the requirements under, this Agreement and the Security Documents) the Security Documents and all other Property of such Restricted Subsidiary (other than Excluded Property) in accordance with the foregoingprovisions of Section 9.08 hereof with respect to such new Restricted Subsidiary, includingor by Law or as may be reasonably requested by Collateral Agent, without limitationand (IV) deliver to Collateral Agent all legal opinions reasonably requested by Administrative Agent relating to the matters described above covering matters similar to those covered in the opinions delivered on the Closing Date with respect to such Guarantor; provided, information regarding however, (i) that, in the real property owned case of approvals of Gaming/Racing Authorities, Borrower shall use its commercially reasonable efforts to obtain such approvals for any Mortgage(s), Ship Mortgage(s) and Lien(s) (including pledge of the Equity Interests of such Subsidiary) to be granted by such Person, certified resolutions Restricted Subsidiary and other organizational and authorizing documents for the Guarantee of such Person Restricted Subsidiary as soon as reasonably practicable and favorable opinions (ii) any Mortgages or Ship Mortgages required to be delivered pursuant to this Section 9.11 shall be delivered within ninety (90) days (or such later date as Administrative Agent may agree to in its sole discretion) after the later of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability acquisition thereof or receipt of applicable approvals. All of the documentation referred to above), all foregoing actions shall be at the sole cost and expense of the Credit Parties. (b) Notwithstanding the foregoing in form, content and scope reasonably satisfactory this Section 9.11 to the Administrative Agent. It contrary, it is understood and agreed that no Lien(s), Mortgage(s), Ship Mortgage(s) and/or Guarantee of the applicable Additional Credit Party shall be required to be granted or delivered at such time as provided in the event paragraph above in this Section 9.11 as a result of such Lien(s), Mortgage(s), Ship Mortgage(s) and/or Guarantee being prohibited by the applicable Gaming/Racing Authorities, any Subsidiary provides a Guaranty hereunderother applicable Governmental Authorities or applicable Law; provided, it may also guaranty Indebtedness under however, that, in the Other Term Loan Agreementscase of approvals of Gaming/Racing Authorities, the Revolving Credit Agreement, Borrower and the Indentureapplicable Subsidiaries shall use commercially reasonable efforts to obtain such approvals for such Lien(s) (including a pledge of the Equity Interests of such Subsidiary), Mortgage(s), Ship Mortgage(s) and/or Guarantee as soon as reasonably practicable. (bc) From time Notwithstanding anything to time the Borrowers may request that the Administrative Agentcontrary in this Agreement or any other Credit Document, on behalf of the Lenders, accept one or more Limited Partner Guaranties from unit holders of BorrowersBorrower may, in substantially its sole discretion, cause any Restricted Subsidiary that is not required to become a Guarantor to become an Additional Credit Party and a Guarantor in accordance with the form of Exhibit 7.12(b), as further inducement to the Lenders for providing the Loans hereunder, provisions in Section 9.11(a) and promptly upon receipt of such request and the applicable Limited Partner Guaranty the Administrative Agent shall execute and deliver such Limited Partner Guaranty, as shall reasonably be requested, to reflect acceptance of delivery of such Limited Partner Guaranty on behalf of the Lenders. No Limited Partner Guaranty shall affect the obligations of the Borrowers hereunderSection 9.11(b) above.