Common use of Additional Loan Parties Clause in Contracts

Additional Loan Parties. Upon (i) any Loan Party creating or acquiring any Subsidiary that is a wholly-owned Restricted Subsidiary (other than an Immaterial Subsidiary, a FSHCO or a Foreign Subsidiary) after the Closing Date, (ii) any Subsidiary that is a Restricted Subsidiary of a Loan Party ceasing to be an Immaterial Subsidiary, ceasing to be a FSHCO or ceasing to be a Foreign Subsidiary, or (iii) any Subsidiary that is an Unrestricted Subsidiary becoming a wholly-owned Restricted Subsidiary (other than an Immaterial Subsidiary, a FSHCO or a Foreign Subsidiary) pursuant to Section 6.11, such Loan Party shall, to the extent that it does not violate any Gaming Law or, if necessary, has received the approval of the applicable Gaming Authority, (A) cause each such Restricted Subsidiary (other than an Immaterial Subsidiary, a FSHCO or a Foreign Subsidiary) to promptly (but in any event within 90 days after the later of such event described in clause (i); (ii) or (iii) above or receipt of such approval (or such longer period of time as Administrative Agent may agree to in its reasonable discretion or as required to obtain any necessary Gaming Approval)), execute and deliver a Guaranty and all such other documents and certificates as Administrative Agent may reasonably request in order to have such Restricted Subsidiary become a Guarantor and (B) deliver to the Administrative Agent all legal opinions reasonably requested by the 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 that, notwithstanding anything in this Section 6.08 to the contrary, any Immaterial Subsidiary that is a guarantor of any Material Indebtedness of the Borrower or the Restricted Subsidiaries shall be required to be a Guarantor until such time as its guaranty of such Material Indebtedness is released (at which time it shall be released by the Administrative Agent from the Guaranty on the request of the Borrower without further action by the Creditor Parties). To the extent approvals of any Gaming Authorities for any actions required by this Section are required by applicable Gaming Laws, the Borrower and/or applicable Loan Party shall, at their own expense, use commercially reasonable efforts to promptly (as reasonably determined by the Borrower in good faith) apply for and to pursue such approvals.

Additional Loan Parties. Upon (i) any Loan Party creating or acquiring any In accordance with the terms of this Section 6.12, cause each Wholly Owned Unrestricted Subsidiary that is a wholly-owned Restricted Subsidiary of the Parent (other than an Immaterial Subsidiary, a FSHCO or a Foreign Subsidiarythe Borrower) after the Closing Date, (ii) any Subsidiary that is a Restricted Subsidiary of a Loan Party ceasing to be an Immaterial Subsidiary, ceasing to be a FSHCO or ceasing to be a Foreign SubsidiaryGuarantor hereunder, or (iii) any Subsidiary that is an other than each Wholly Owned Unrestricted Subsidiary becoming a wholly-owned Restricted Subsidiary (that, when taken together with all other than an Immaterial Subsidiary, a FSHCO or a Foreign Subsidiary) pursuant to Section 6.11, such Loan Party shall, to the extent that it does not violate any Gaming Law or, if necessary, has received the approval Wholly Owned Unrestricted Subsidiaries of the applicable Gaming AuthorityParent that are not Guarantors, (A) cause each such Restricted Subsidiary (other than an Immaterial is not a Significant Subsidiary, a FSHCO or a Foreign Subsidiary) to promptly (but . Promptly and in any event within 90 days 10 Business Days following the date the Loan Parties become aware that one or more Wholly Owned Unrestricted Subsidiaries which are not Guarantors constitute a Significant Subsidiary (and in no event later than 10 Business Days after the later of such event described in clause date the Loan Parties deliver a schedule as required by Section 6.02(b) demonstrating that one or more Wholly Owned Unrestricted Subsidiaries which are not Guarantors constitute a Significant Subsidiary), the Loan Parties shall (i); ) cause one or more Wholly Owned Unrestricted Subsidiaries that are not already a Loan Party to execute a joinder agreement to the Guaranty in form and substance reasonably satisfactory to the Administrative Agent such that the Wholly Owned Unrestricted Subsidiaries of the Parent which continue to not be Guarantors do not constitute a Significant Subsidiary, (ii) or (iii) above or receipt of such approval (or such longer period of time as Administrative Agent may agree to in its reasonable discretion or as required to obtain any necessary Gaming Approval)), execute and deliver a Guaranty and all such other documents and certificates as Administrative Agent may reasonably request in order to have such Restricted Subsidiary become a Guarantor and (B) deliver to the Administrative Agent all legal opinions reasonably requested by the items referenced in clauses (iv), (v) and (vi) of subsection (a) of Article IV with respect to each such Person and (iii) provide the Administrative Agent relating to with the matters described above covering matters similar to those covered U.S. taxpayer identification for each such Person (or the equivalent thereof, in the opinions delivered on event any such Person is not organized under the Closing Date with respect to such Guarantor; provided that, notwithstanding anything in this Section 6.08 to laws of the contraryUnited States, any Immaterial Subsidiary that is a guarantor of any Material Indebtedness of the Borrower State thereof or the Restricted Subsidiaries shall be required to be a Guarantor until such time as its guaranty District of such Material Indebtedness is released (at which time it shall be released by the Administrative Agent from the Guaranty on the request of the Borrower without further action by the Creditor PartiesColumbia). To the extent approvals of any Gaming Authorities for any actions required by this Section are required by applicable Gaming Laws, the Borrower and/or applicable Loan Party shall, at their own expense, use commercially reasonable efforts to promptly (as reasonably determined by the Borrower in good faith) apply for and to pursue such approvals.

Additional Loan Parties. Upon Notify the Agent at the time that any Person becomes a domestic Subsidiary, and promptly thereafter (and in any event within fifteen (15) Business Days or such longer period as may be agreed to by the GSO Entities in its reasonable discretion), cause any such Person (a) which does not qualify as a Non-Guarantor Subsidiary to (i) any become a Loan Party creating by executing and delivering to the Agent a Joinder to this Agreement or acquiring a Joinder to the Facility Guaranty or such other documents as the GSO Entities shall deem appropriate for such purpose, (ii) gxxxx x Xxxx to the Agent on such Person’s Intellectual Property and other assets of the same type that constitute Collateral (other than for the avoidance of doubt, Real Estate and other Excluded Property) to secure the Obligations, and (iii) deliver to the Agent documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a) and opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)), and (b) if any Subsidiary that is a wholly-owned Restricted Subsidiary Equity Interests or Indebtedness of such Person (other than an Immaterial Excluded Subsidiary) are owned by or on behalf of any Loan Party, to pledge such Equity Interests and promissory notes evidencing such Indebtedness (except that, if such Subsidiary is a CFC, the Equity Interests of such Subsidiary to be pledged shall be limited to 65% of the outstanding voting Equity Interests of such Subsidiary and 100% of the non-voting Equity Interests of such Subsidiary, a FSHCO or a Foreign Subsidiary) after the Closing Datein each case in form, (ii) any Subsidiary that is a Restricted Subsidiary of a Loan Party ceasing to be an Immaterial Subsidiary, ceasing to be a FSHCO or ceasing to be a Foreign Subsidiary, or (iii) any Subsidiary that is an Unrestricted Subsidiary becoming a wholly-owned Restricted Subsidiary (other than an Immaterial Subsidiary, a FSHCO or a Foreign Subsidiary) pursuant to Section 6.11, such Loan Party shall, content and scope reasonably satisfactory to the extent GSO Entities (it being understood that it does not violate in no event shall the Borrower be required to take any Gaming Law or, if necessary, has received the approval action outside of the applicable Gaming Authority, (A) cause each such Restricted Subsidiary (other than an Immaterial Subsidiary, a FSHCO or a Foreign Subsidiary) to promptly (but in any event within 90 days after the later of such event described in clause (i); (ii) or (iii) above or receipt of such approval (or such longer period of time as Administrative Agent may agree to in its reasonable discretion or as required to obtain any necessary Gaming Approval)), execute and deliver a Guaranty and all such other documents and certificates as Administrative Agent may reasonably request United States in order to have such Restricted create or perfect any security interest in any Equity Interests of a foreign Subsidiary become and no foreign law security or pledge agreements, deeds, filings or searches will be required). In no event shall compliance with this Section 6.11 waive or be deemed a Guarantor and (B) deliver waiver or Consent to any transaction giving rise to the Administrative Agent all legal opinions reasonably requested need to comply with this Section 6.11 if such transaction was not otherwise expressly permitted by the Administrative Agent relating this Agreement or constitute or be deemed to the matters described above covering matters similar to those covered in the opinions delivered on the Closing Date constitute, with respect to such Guarantor; provided thatany Subsidiary, notwithstanding anything in this Section 6.08 to the contrary, any Immaterial Subsidiary that is a guarantor of any Material Indebtedness of the Borrower or the Restricted Subsidiaries shall be required to be a Guarantor until such time as its guaranty an approval of such Material Indebtedness is released (at which time it shall be released by the Administrative Agent from the Guaranty on the request of the Borrower without further action by the Creditor Parties). To the extent approvals of any Gaming Authorities for any actions required by this Section are required by applicable Gaming Laws, the Borrower and/or applicable Loan Party shall, at their own expense, use commercially reasonable efforts to promptly (Person as reasonably determined by the Borrower in good faith) apply for and to pursue such approvalsa Borrower.

Additional Loan Parties. Upon (i) Notify the Administrative Agent promptly after any Loan Party creating or acquiring any Subsidiary that is Person becomes a wholly-owned Restricted Subsidiary (other than an Immaterial any Excluded Subsidiary but including any Unrestricted Subsidiary being reclassified as a Restricted Subsidiary, any Subsidiary ceasing to be an Excluded Subsidiary and any acquisition pursuant to a FSHCO Division)) of the Parent, and promptly thereafter (and in any event within thirty (30) Business Days, which time period may be extended at the Administrative Agent’s discretion), (a)(i) cause any such Person to become a Borrower or Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement to this Agreement or a Foreign Subsidiary) after counterpart of the Closing DateFacility Guaranty or such other document as the Administrative Agent shall deem reasonably appropriate for such purpose, (ii) any Subsidiary that is a Restricted Subsidiary subject to the requirements of a Loan Party ceasing Section 6.14(b), xxxxx x Xxxx to be an Immaterial Subsidiarythe Collateral Agent on such Person’s assets on the same types of assets which constitute Collateral under the Security Documents to secure the Obligations, ceasing to be a FSHCO or ceasing to be a Foreign Subsidiary, or (iii) any Subsidiary that is an Unrestricted Subsidiary becoming a wholly-owned Restricted Subsidiary (other than an Immaterial Subsidiary, a FSHCO or a Foreign Subsidiary) pursuant to Section 6.11, such Loan Party shall, to the extent that it does not violate any Gaming Law or, if necessary, has received the approval of the applicable Gaming Authority, (A) cause each such Restricted Subsidiary (other than an Immaterial Subsidiary, a FSHCO or a Foreign Subsidiary) to promptly (but in any event within 90 days after the later of such event described in clause (i); (ii) or (iii) above or receipt of such approval (or such longer period of time as Administrative Agent may agree to in its reasonable discretion or as required to obtain any necessary Gaming Approval)), execute and deliver a Guaranty and all such other documents and certificates as Administrative Agent may reasonably request in order to have such Restricted Subsidiary become a Guarantor and (B) deliver to the Administrative Agent documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a) and if requested by the Administrative Agent, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)) and (iv) the Lead Borrower shall deliver to the Administrative Agent all legal opinions documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act and the Beneficial Ownership Regulation reasonably requested by the Lenders, and (b) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any Loan Party, pledge such Equity Interests and promissory notes evidencing such Indebtedness, in each case in form, content and scope reasonably satisfactory to the Administrative Agent. In addition, for purposes of compliance with Section 6.01, any direct or indirect parent entity of the Parent may become a guarantor by executing and delivering to the Administrative Agent relating a guarantee agreement in a form satisfactory to the matters described above covering matters similar Administrative Agent which shall be executed by the Lead Borrower and such parent; provided that such parent entity shall not otherwise be deemed to those covered in be a “Borrower”, “Guarantor” or “Loan Party” for any purpose under this Agreement. In no event shall compliance with this Section 6.11 waive or be deemed a waiver or consent to any transaction giving rise to the opinions delivered on the Closing Date need to comply with this Section 6.11 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Guarantor; provided that, notwithstanding anything in this Section 6.08 to Person as a Borrower or Guarantor or permit the contrary, any Immaterial Subsidiary that is a guarantor inclusion of any Material Indebtedness acquired assets in the computation of the Borrower or the Restricted Subsidiaries shall be required to be a Guarantor until such time as its guaranty of such Material Indebtedness is released Borrowing Base (at which time it shall be released by the Administrative Agent from the Guaranty on the request of the Borrower without further action by the Creditor Partiesother than cash). To the extent approvals of any Gaming Authorities for any actions required by this Section are required by applicable Gaming Laws, the Borrower and/or applicable Loan Party shall, at their own expense, use commercially reasonable efforts to promptly (as reasonably determined by the Borrower in good faith) apply for and to pursue such approvals.

Additional Loan Parties. Upon (i) any If for purposes of complying with the terms hereof, the Borrower notifies the Administrative Agent and the Lenders that it intends to cause a non-Loan Party creating or acquiring any Subsidiary that is to become a wholly-owned Restricted Loan Party, such Subsidiary (other than an Immaterial Subsidiary, a FSHCO or a Foreign Subsidiary) after the Closing Date, (ii) any Subsidiary that is a Restricted Subsidiary of shall become a Loan Party ceasing to be an Immaterial Subsidiary, ceasing to be a FSHCO or ceasing to be a Foreign Subsidiary, or (iii) any Subsidiary that is an Unrestricted Subsidiary becoming a wholly-owned Restricted Subsidiary (other than an Immaterial Subsidiary, a FSHCO or a Foreign Subsidiary) pursuant to Section 6.11, such Loan Party shall, to the extent that it does not violate any Gaming Law or, if necessary, has received the approval of the applicable Gaming Authority, (A) cause each such Restricted Subsidiary (other than an Immaterial Subsidiary, a FSHCO or a Foreign Subsidiary) to promptly (but in any event within 90 days after the later of such event described in clause (i); (ii) or (iii) above or receipt of such approval (or such longer period of time as Administrative Agent may agree to in its reasonable discretion or as required to obtain any necessary Gaming Approval)), execute by executing and deliver a Guaranty and all such other documents and certificates as Administrative Agent may reasonably request in order to have such Restricted Subsidiary become a Guarantor and (B) deliver delivering to the Administrative Agent a joinder to this Agreement and each Collateral Document, such joinder to be in form and substance reasonably satisfactory to the Administrative Agent, accompanied by (i) all legal opinions reasonably requested by other applicable Loan Documents related thereto and in connection therewith, and (ii) certified copies of certificates or articles of incorporation or organization, by-laws, membership operating agreements, and other organizational documents, appropriate authorizing resolutions of the board of directors of such Subsidiary, and if the Administrative Agent relating to the matters described above covering matters similar shall so reasonably request, opinions of counsel comparable to those covered in the opinions delivered on the Closing Date with respect pursuant to such GuarantorSection 3.1(c); provided that, notwithstanding anything in this Section 6.08 to the contrarycontrary in the Loan Documents, in no event shall any Immaterial Excluded Subsidiary be required to become a Loan Party; provided, further, that the Sterling Target and its Subsidiaries that are not Excluded Subsidiaries shall not be required to become Guarantors under the Loan Documents prior to the date that is 90 days (or such later time as agreed by Administrative Agent) after the closing of the Sterling Acquisition; and that in the event there is a newly formed or acquired Subsidiary that is a guarantor of any Material Indebtedness of not an Excluded Subsidiary, the Borrower or the Restricted Subsidiaries shall be required cause such Subsidiary to be join as a Guarantor until pursuant to the documentation required above within 90 days (or such time longer period as its guaranty of such Material Indebtedness is released (at which time it shall be released agreed by the Administrative Agent from Agent) after the Guaranty on the request of the Borrower without further action by the Creditor Parties). To the extent approvals of any Gaming Authorities for any actions required by this Section are required by applicable Gaming Laws, the Borrower and/or applicable Loan Party shall, at their own expense, use commercially reasonable efforts to promptly (as reasonably determined by the Borrower in good faith) apply for and to pursue such approvalsacquisition or formation thereof.

Additional Loan Parties. Upon (i) any Loan Party creating or acquiring any Subsidiary that is a wholly-owned Restricted Subsidiary (other than an Immaterial Subsidiary, a FSHCO or a Foreign Excluded Subsidiary) after the Closing DateDate (including, without limitation, upon the formation of any Subsidiary that is a Delaware Divided LLC), (ii) any Subsidiary that is a Restricted Subsidiary of a Loan Party ceasing to be an Immaterial Subsidiary, ceasing to be a FSHCO or ceasing to be a Foreign Excluded Subsidiary, or (iii) any Subsidiary that is an Unrestricted Subsidiary becoming a wholly-owned Restricted Subsidiary (other than an Immaterial Subsidiary, a FSHCO or a Foreign Excluded Subsidiary) pursuant to Section 6.116.10, such Loan Party shall, to the extent that it does not violate any Gaming Law or, if necessary, has received is approved by the approval of the applicable Gaming Authority, (A) cause each such Subsidiary that is a Restricted Subsidiary (other than an Immaterial Subsidiary, a FSHCO or a Foreign Excluded Subsidiary) to promptly (but in any event within 90 180 days after the later of such event described in clause (i); , (ii) or (iii) above or receipt of such approval (or such longer period of time as Administrative Agent may agree to in its reasonable discretion or as required to obtain any necessary Gaming Approval)), execute and deliver a Guaranty and all such other documents and certificates as Administrative Agent may reasonably request in order to have such Restricted Subsidiary become a Guarantor and Guarantor, (B) deliver to the Administrative Agent all legal opinions reasonably requested by an opinion of Milbank LLP, counsel to the Loan Parties, and of local counsel to the Loan Parties in each jurisdiction in which the Loan Parties are formed, addressed to the Administrative Agent and each Lender relating to the matters described above covering matters similar to those covered in the opinions delivered on the Closing Date and those covered in the collateral-related opinions delivered on the First Amendment Effective Date with respect to such Guarantor; provided that, notwithstanding anything in this Section 6.08 to the contrary, any Immaterial Excluded Subsidiary that is a guarantor of any Material Indebtedness of the Borrower Borrowers or the Restricted Subsidiaries shall only be required to be a Guarantor until such time as its guaranty of such Material Indebtedness is released (at which time it shall be released by the Administrative Agent from the Guaranty on the request of the Borrower Company without further action by the Creditor Parties). To the extent approvals of any Gaming Authorities for any actions required by this Section are required by applicable Gaming Laws, the Borrower Company and/or applicable Loan Party shall, at their own expense, use commercially reasonable efforts to promptly (as reasonably determined by the Borrower in good faith) apply for and to thereafter pursue such approvals.

Additional Loan Parties. Upon (i) Promptly notify the Agent at the time that any Loan Party creating Person becomes a Subsidiary or acquiring any Person that is an Unrestricted Subsidiary becomes a Restricted Subsidiary, and cause any such Person that is a wholly-owned Domestic Subsidiary of the Lead Borrower that is a Restricted Subsidiary (other than an Immaterial a Domestic Subsidiary that is a Subsidiary of a Foreign Subsidiary or a Domestic 9656966v810314033v12 Subsidiary that owns (directly or indirectly) no material assets other than debt or Equity Interests in one or more Foreign Subsidiaries) to (a) promptly thereafter (and in any event within fifteen (15) Business Days of such Person becoming a Subsidiary or a Restricted Subsidiary, as the case may be, or such later date as the Agent may agree), (i) become a FSHCO Loan Party (including, if acceptable to the Agent, an additional borrower) by executing and delivering to the Agent a Joinder Agreement or a Foreign Subsidiary) after such other documents as the Closing DateAgent shall reasonably deem appropriate for such purpose, (ii) grant x Xxxx xx xxe Agent on such Person’s assets of the same type that constitute Collateral to secure the Obligations and take such actions as may be required under the Security Documents to perfect such Lien, and (iii) deliver to the Agent documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a); and (b) if reasonably requested by the Agent, deliver customary opinions of counsel to such Person in connection with the foregoing clause (a) in form, content and scope reasonably satisfactory to the Agent; provided that, for the avoidance of doubt, notwithstanding anything to the contrary herein or in any other Loan Document, in no event shall any Subsidiary that is not a Restricted Domestic Subsidiary of a Loan Party ceasing to be an Immaterial Subsidiary, ceasing to be a FSHCO or ceasing to be a Foreign Subsidiary, or (iii) any Subsidiary that is an Unrestricted Subsidiary becoming a wholly-owned Restricted Subsidiary (other than an Immaterial Subsidiary, a FSHCO or a Foreign Subsidiary) pursuant to Section 6.11, such Loan Party shall, to the extent that it does not violate any Gaming Law or, if necessary, has received the approval of the applicable Gaming Authority, (A) cause each such Restricted Subsidiary (other than an Immaterial Subsidiary, a FSHCO or a Foreign Subsidiary) to promptly (but in any event within 90 days after the later of such event described in clause (i); (ii) or (iii) above or receipt of such approval (or such longer period of time as Administrative Agent may agree to in its reasonable discretion or as required to obtain any necessary Gaming Approval)), execute and deliver a Guaranty and all such other documents and certificates as Administrative Agent may reasonably request in order to have such Restricted Subsidiary become a Guarantor and (B) deliver to the Administrative Agent all legal opinions reasonably requested by the 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 that, notwithstanding anything in this Section 6.08 to the contrary, any Immaterial Subsidiary that is a guarantor of any Material Indebtedness of the Borrower or the Restricted Subsidiaries shall be required to guarantee or provide Collateral to secure any Obligations. In no event shall compliance with this Section 6.11 waive or be deemed a Guarantor waiver or consent to any transaction giving rise to the need to comply with this Section 6.11 if such transaction was not otherwise expressly permitted by this Agreement or permit the inclusion of any acquired assets in the computation of the Borrowing Base until such time as the Agent has conducted its guaranty of such Material Indebtedness is released (at which time it shall be released by the Administrative Agent from the Guaranty on the request of the Borrower without further action by the Creditor Parties). To the extent approvals of any Gaming Authorities for any actions required by this Section are required by applicable Gaming Laws, the Borrower and/or applicable Loan Party shall, at their own expense, use commercially reasonable efforts to promptly (as reasonably determined by the Borrower in good faith) apply for and to pursue such approvalsdiligence with respect thereto.

Additional Loan Parties. Upon (i) Notify the Administrative Agent promptly after any Loan Party creating or acquiring any Subsidiary that is Person becomes a wholly-owned Restricted Subsidiary (other than an Immaterial Wholly Owned Subsidiary, a FSHCO or a Foreign Subsidiary) after the Closing Date, and promptly thereafter (ii) any Subsidiary that is a Restricted Subsidiary of a Loan Party ceasing to be an Immaterial Subsidiary, ceasing to be a FSHCO or ceasing to be a Foreign Subsidiary, or (iii) any Subsidiary that is an Unrestricted Subsidiary becoming a wholly-owned Restricted Subsidiary (other than an Immaterial Subsidiary, a FSHCO or a Foreign Subsidiary) pursuant to Section 6.11, such Loan Party shall, to the extent that it does not violate any Gaming Law or, if necessary, has received the approval of the applicable Gaming Authority, (A) cause each such Restricted Subsidiary (other than an Immaterial Subsidiary, a FSHCO or a Foreign Subsidiary) to promptly (but and in any event within 90 thirty (30) days after the later of such event described in clause (i); (ii) or (iii) above or receipt of such approval (or such longer period of time as may be agreed to by the Administrative Agent may agree to 119 in its reasonable discretion discretion)) (a) cause any such Person that is a Domestic Subsidiary to (i) (A) become a Borrower, if such Person is a Domestic Subsidiary that owns assets of the type included in the Borrowing Base or as required (B) become a Guarantor, if such Person is a Domestic Subsidiary that does not own assets of the type included in the Domestic Borrowing Base, by executing and delivering to obtain any necessary Gaming Approval)), execute and deliver the Administrative Agent a Guaranty and all Joinder Agreement or such other documents and certificates document as the Administrative Agent may reasonably request in order shall deem appropriate for such purpose, (ii) xxxxx x Xxxx to have the Collateral Agent on such Restricted Subsidiary become a Guarantor Person’s assets to secure the Obligations, and (Biii) deliver to the Administrative Agent all legal documents of the types referred to in Sections 4.01(a)(iii), 4.01(a)(iv), 4.01(a)(xv) and 4.01(a)(xvi) and customary opinions reasonably requested by of counsel to such Person as to such matters concerning such Person and the Loan Documents as the Administrative Agent relating may reasonably request, and (b) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any Loan Party, cause such Loan Party to pledge such Equity Interests and promissory notes evidencing such Indebtedness (if any) (except that, if such Subsidiary is a CFC, the Equity Interests of such Subsidiary to be pledged may be limited to 65% of the outstanding voting Equity Interests of such Subsidiary and 100% of the non-voting Equity Interests of such Subsidiary and such time period may be extended based on local law or practice), in each case in form, content and scope reasonably satisfactory to the matters described above covering matters similar to those covered in Administrative Agent. For the opinions delivered on the Closing Date with respect to such Guarantor; provided thatavoidance of doubt, notwithstanding anything in this Section 6.08 to the contraryno assets of a CFC, any Immaterial and no Equity Interests of a Subsidiary that is a guarantor of any Material Indebtedness of the Borrower or the Restricted Subsidiaries CFC, shall be required to be pledged under this Section 6.12. In no event shall compliance with this Section 6.12 waive or be deemed a Guarantor until waiver or Consent to any transaction giving rise to the need to comply with this Section 6.12 if such time as its guaranty transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Material Indebtedness is released (at which time it shall be released by Person as a Borrower or permit the Administrative Agent from inclusion of any acquired assets in the Guaranty on the request computation of the Borrower without further action by the Creditor Parties). To the extent approvals of any Gaming Authorities for any actions required by this Section are required by applicable Gaming Laws, the Borrower and/or applicable Loan Party shall, at their own expense, use commercially reasonable efforts to promptly (as reasonably determined by the Borrower in good faith) apply for and to pursue such approvalsBorrowing Base.

Additional Loan Parties. Upon (i) Promptly notify the Agent at the time that any Loan Party creating Person becomes a Subsidiary or acquiring any Person that is an Unrestricted Subsidiary becomes a Restricted Subsidiary, and cause any such Person that is a wholly-owned Restricted Domestic Subsidiary (other than an Immaterial Subsidiary, of the Domestic Borrower or that is a FSHCO or a Foreign Subsidiary) after wholly-owned UK Subsidiary of the Closing Date, (ii) any Subsidiary UK Borrower in each case that is a Restricted Subsidiary to (a) promptly thereafter (and in any event within fifteen (15) days of such Person becoming a Subsidiary or a Restricted Subsidiary, as the case may be, or such later date as the Agent may agree), (i) become a Loan Party ceasing (including, if acceptable to the Agent, an additional borrower) by executing and delivering to the Agent a Joinder Agreement or such other documents as the Agent shall reasonably deem appropriate for such purpose, (ii) xxxxx x Xxxx to the Agent on such Person’s assets of the same type that constitute Collateral (of Domestic Loan Parties of UK Loan Parties, as applicable) to secure the applicable portion of the Obligations (excluding any Material Real Estate) and take such actions as may be an Immaterial Subsidiaryrequired under the Security Documents to perfect such Lien, ceasing to be a FSHCO or ceasing to be a Foreign Subsidiary, or and (iii) deliver to the Agent documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a); (b) in the case of Domestic Subsidiaries, promptly thereafter (and in any event within ninety (90) days of such Person becoming a Subsidiary or a Restricted Subsidiary, as the case may be, or such later date as the Agent may agree) xxxxx x Xxxx on the Agent on such Person’s Material Real Estate to secure the Obligations and take such actions as may be required under the Security Documents to perfect such Lien; and (c) if reasonably requested by the Agent, deliver customary opinions of counsel to such Person in connection with the foregoing clauses (a) and (b) in each case in form, content and scope reasonably satisfactory to the Agent; provided that, for the avoidance of doubt, in no event shall any Subsidiary that is an Unrestricted not a Domestic Subsidiary becoming a wholly-owned Restricted Subsidiary (other than an Immaterial Subsidiary, a FSHCO or a Foreign Subsidiary) pursuant to Section 6.11, such Loan Party shall, to the extent that it does not violate any Gaming Law or, if necessary, has received the approval of the applicable Gaming Authority, (A) cause each such Restricted Subsidiary (other than an Immaterial Subsidiary, a FSHCO or a Foreign Subsidiary) to promptly (but in any event within 90 days after the later of such event described in clause (i); (ii) or (iii) above or receipt of such approval (or such longer period of time as Administrative Agent may agree to in its reasonable discretion or as required to obtain any necessary Gaming Approval)), execute and deliver a Guaranty and all such other documents and certificates as Administrative Agent may reasonably request in order to have such Restricted Subsidiary become a Guarantor and (B) deliver to the Administrative Agent all legal opinions reasonably requested by the 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 that, notwithstanding anything in this Section 6.08 to the contrary, any Immaterial Subsidiary that is a guarantor of any Material Indebtedness of the Borrower or the Restricted Subsidiaries shall be required to guarantee or provide Collateral to secure any Obligations other than the UK Liabilities. In no event shall compliance with this Section 6.11 waive or be deemed a Guarantor waiver or consent to any transaction giving rise to the need to comply with this Section 6.11 if such transaction was not otherwise expressly permitted by this Agreement or permit the inclusion of any acquired assets in the computation of the Combined Borrowing Base until such time as the Agent has conducted its guaranty of such Material Indebtedness is released (at which time it shall be released by the Administrative Agent from the Guaranty on the request of the Borrower without further action by the Creditor Parties). To the extent approvals of any Gaming Authorities for any actions required by this Section are required by applicable Gaming Laws, the Borrower and/or applicable Loan Party shall, at their own expense, use commercially reasonable efforts to promptly (as reasonably determined by the Borrower in good faith) apply for and to pursue such approvalsdiligence with respect thereto.

Additional Loan Parties. Upon (i) any Loan Party creating or acquiring any Subsidiary that is a wholly-owned Restricted Subsidiary (other than an Immaterial Subsidiary, a FSHCO or a Foreign Excluded Subsidiary) after the Closing DateDate (including, without limitation, upon the formation of any Subsidiary that is a Delaware Divided LLC), (ii) any Subsidiary that is a Restricted Subsidiary of a Loan Party ceasing to be an Immaterial Subsidiary, ceasing to be a FSHCO or ceasing to be a Foreign Excluded Subsidiary, or (iii) any Subsidiary that is an Unrestricted Subsidiary becoming a wholly-owned Restricted Subsidiary (other than an Immaterial Subsidiary, a FSHCO or a Foreign Excluded Subsidiary) pursuant to Section 6.116.10, such Loan Party shall, to the extent that it does not violate any Gaming Law or, if necessary, has received is approved by the approval of the applicable Gaming Authority, (A) cause each such Subsidiary that is a Restricted Subsidiary (other than an Immaterial Subsidiary, a FSHCO or a Foreign Excluded Subsidiary) to promptly (but in any event within 90 180 days after the later of such event described in clause (i); , (ii) or (iii) above or receipt of such approval (or such longer period of time as Administrative Agent may agree to in its reasonable discretion or as required to obtain any necessary Gaming Approval)), execute and deliver a Guaranty and all such other documents and certificates as Administrative Agent may reasonably request in order to 107 have such Restricted Subsidiary become a Guarantor and and, (B) deliver to the Administrative Agent all legal opinions reasonably requested by an opinion of Milbank LLP, counsel to the Loan Parties, and of local counsel to the Loan Parties in each jurisdiction in which the Loan Parties are formed, addressed to the Administrative Agent and each Lender relating to the matters described above covering matters similar to those covered in the opinions delivered on the Closing Date and those covered in the collateral-related opinions delivered on the First Amendment Effective Date with respect to such Guarantor; provided that, notwithstanding anything in this Section 6.08 to the contrary, any Immaterial Excluded Subsidiary that is a guarantor of any Material Indebtedness of the Borrower Borrowers or the Restricted Subsidiaries shall only be required to be a Guarantor until such time as its guaranty of such Material Indebtedness is released (at which time it shall be released by the Administrative Agent from the Guaranty on the request of the Borrower Company without further action by the Creditor Parties). To the extent approvals of any Gaming Authorities for any actions required by this Section are required by applicable Gaming Laws, the Borrower Company and/or applicable Loan Party shall, at their own expense, use commercially reasonable efforts to promptly (as reasonably determined by the Borrower in good faith) apply for and to thereafter pursue such approvals.

Additional Loan Parties. Upon (ia) Notify the Agent at the time that any Person becomes a Wholly-Owned Subsidiary of any Loan Party creating Party, and promptly thereafter (and in any event within thirty (30) days or acquiring such longer period as the Agent may agree), cause any Subsidiary that such Person which is a wholly-owned Restricted Domestic Subsidiary (other than an Immaterial any Excluded Subsidiary) to (x) become a Loan Party by executing and delivering to the Agent a Joinder to this Agreement or a Joinder to the Facility Guaranty or such other documents as the Agent shall deem reasonably appropriate for such purpose, (y) xxxxx x Xxxx to the Agent on such Person’s assets of the same type that constitute Collateral to secure the Obligations to the extent required by the Security Documents, and (z) deliver to the Agent documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a) and customary opinions of counsel to such Person (which shall cover, among other things, authority, legality, validity, binding effect and enforceability of the Loan Documents described in this clause (a), non-contravention and creation and perfection of the Liens on the assets described in this clause (a) in favor of the Agent), and (ii) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any Loan Party, to pledge such Equity Interests and promissory notes evidencing such Indebtedness (except that, notwithstanding the foregoing, if any Subsidiary is a FSHCO Foreign Subsidiary or a Foreign Subsidiary Holding Company, the Equity Interests of such Subsidiary to be pledged shall be limited to 65% of the outstanding voting Equity Interests of such Subsidiary and 100% of the non-voting Equity Interests of such Subsidiary), in each case in form, content and scope reasonably satisfactory to the Agent. For the avoidance of doubt and notwithstanding anything herein or in any Security Document to the contrary, none of the assets of any Foreign or any Foreign Subsidiary Holding Company (including any Equity Interests held by a Foreign Subsidiary) after the Closing Date, (ii) any Subsidiary that is a Restricted Subsidiary of a Loan Party ceasing to be an Immaterial Subsidiary, ceasing to be a FSHCO or ceasing to be a Foreign Subsidiary, or (iii) any Subsidiary that is an Unrestricted Subsidiary becoming a wholly-owned Restricted Subsidiary (other than an Immaterial Subsidiary, a FSHCO or a Foreign Subsidiary) pursuant to Section 6.11, such Loan Party shall, to the extent that it does not violate any Gaming Law or, if necessary, has received the approval of the applicable Gaming Authority, (A) cause each such Restricted Subsidiary (other than an Immaterial Subsidiary, a FSHCO or a Foreign Subsidiary) to promptly (but in any event within 90 days after the later of such event described in clause (i); (ii) or (iii) above or receipt of such approval (or such longer period of time as Administrative Agent may agree to in its reasonable discretion or as required to obtain any necessary Gaming Approval)), execute and deliver a Guaranty and all such other documents and certificates as Administrative Agent may reasonably request in order to have such Restricted Subsidiary become a Guarantor and (B) deliver to the Administrative Agent all legal opinions reasonably requested by the 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 that, notwithstanding anything in this Section 6.08 to the contrary, any Immaterial Subsidiary that is a guarantor of any Material Indebtedness of the Borrower or the Restricted Subsidiaries shall be required to be a Guarantor until such time as its guaranty of such Material Indebtedness is released (at which time it shall be released by the Administrative Agent from the Guaranty on the request of the Borrower without further action by the Creditor Parties). To the extent approvals of pledged hereunder or under any Gaming Authorities for any actions required by this Section are required by applicable Gaming Laws, the Borrower and/or applicable Loan Party shall, at their own expense, use commercially reasonable efforts to promptly (as reasonably determined by the Borrower in good faith) apply for and to pursue such approvalsSecurity Document.

Additional Loan Parties. Upon Excluding for purposes hereof INS Insurance, Inc. and Xxxxxxxxx Receivables Corporation (but only so long as Xxxxxxxxx Receivables Corporation is a Receivables Financing SPC), each of which shall not be a Guarantor hereunder, where Domestic Subsidiaries of the Borrower or the Parent which are not Loan Parties hereunder (the “Non-Guarantor Subsidiaries”) shall at any time (a) guarantee any Private Placement Debt or (b) constitute more than either (i) any Loan Party creating twenty percent (20%), in the aggregate, of Consolidated Total Assets, or acquiring any Subsidiary that is a wholly-owned Restricted Subsidiary (other than an Immaterial Subsidiary, a FSHCO or a Foreign Subsidiary) after the Closing Date, (ii) any Subsidiary that is a Restricted Subsidiary twenty percent (20%), in the aggregate, of a Loan Party ceasing to be an Immaterial Subsidiary, ceasing to be a FSHCO or ceasing to be a Foreign Subsidiary, or (iii) any Subsidiary that is an Unrestricted Subsidiary becoming a wholly-owned Restricted Subsidiary (other than an Immaterial Subsidiary, a FSHCO or a Foreign Subsidiary) pursuant to Section 6.11, such Loan Party shall, to the extent that it does not violate any Gaming Law or, if necessary, has received the approval of the applicable Gaming AuthorityConsolidated Net Income, (A) cause each such Restricted Subsidiary (other than an Immaterial Subsidiarycollectively, a FSHCO or a Foreign Subsidiary) to promptly (but in any event within 90 days after the later of such event described in clause (i“Threshold Requirement”); (ii) or (iii) above or receipt of such approval (or such longer period of time as , the Borrower and/or the Parent shall so notify the Administrative Agent may agree and shall cause one or more Domestic Subsidiaries to in its reasonable discretion or as required to obtain any necessary Gaming Approval)), execute become a “Guarantor” hereunder by (x) executing a Joinder Agreement and deliver a Guaranty and all (y) delivering such other documents and certificates documentation as the Administrative Agent may reasonably request in order connection with the foregoing, including, without limitation, certified resolutions and other organizational and authorizing documents of such Person and favorable opinions of counsel to have such Restricted Subsidiary become a Guarantor Person (which shall cover, among other things, the legality, validity, binding effect and (B) deliver enforceability of the documentation referred to above), all in form, content and scope reasonably satisfactory to the Administrative Agent all legal opinions reasonably requested by such that immediately after the Administrative Agent relating to joinder of such Domestic Subsidiaries as Guarantors hereunder, the matters described above covering matters similar to those covered in remaining Non-Guarantor Subsidiaries shall not, either individually or as a group, exceed the opinions delivered on Threshold Requirement. The Borrower and the Closing Date with respect to such Guarantor; provided that, notwithstanding anything in this Section 6.08 to Parent may require the contrary, release of any Immaterial Domestic Subsidiary that is a guarantor of any Material Indebtedness of the Borrower or the Restricted Guarantor provided that (1) after giving effect to such release, all Non-Guarantor Subsidiaries shall be required not, either individually or as a group, exceed the Threshold Requirement, and (2) before and after giving effect to be a Guarantor until such time as its guaranty of such Material Indebtedness is released (at which time it shall be released by release, no Default exists. The Lenders authorize the Administrative Agent to release any Domestic Subsidiary that is a Guarantor pursuant to the terms of the immediately preceding sentence, and the Administrative Agent may conclusively rely on a certificate from the Guaranty on Borrower certifying that the request conditions for such release are satisfied. The Borrower and the Parent represent to the Lenders that no notification is required under this Section 5.11 as of the Borrower without further action by the Creditor Parties)date hereof. To the extent approvals of any Gaming Authorities for any actions required by this Section are required by applicable Gaming Laws, the Borrower and/or applicable Loan Party shall, at their own expense, use commercially reasonable efforts to promptly (as reasonably determined by the Borrower in good faith) apply for and to pursue such approvals.68

Additional Loan Parties. Upon In the event that: (ia) any Loan Party creating holding company acquires Voting Stock of Triton Holdco or acquiring any Borrower through a transaction that does not constitute a Change of Control, or (b) any Restricted Subsidiary that is a wholly-owned Restricted Subsidiary (other than an Immaterial Subsidiary, a FSHCO or a Foreign Subsidiary) after the Closing Date, (ii) any Subsidiary that is a Restricted Subsidiary of a Loan Party ceasing to be an Immaterial Subsidiary, ceasing to be a FSHCO or ceasing to be a Foreign Material Subsidiary, or (iiic) any the Lead Borrower desires to include in the calculation of the Unencumbered Assets Coverage Ratio Eligible Assets owned by a Subsidiary that is an Unrestricted not a Guarantor, then (x) in the case of clause (a) or (b) above, such holding company or Material Subsidiary becoming shall be joined as a wholly-owned Restricted Subsidiary Guarantor within fifteen (other than an Immaterial 15) Business Days of such acquisition of Voting Stock or, with respect to a Material Subsidiary, a FSHCO or a Foreign Subsidiary) the date of delivery of financial statements pursuant to Section 6.11, such Loan Party shall, to the extent 10.1 showing that it does not violate any Gaming Law or, if necessary, has received the approval of the applicable Gaming Authority, (A) cause each such Restricted Subsidiary (other than an Immaterial is a Material Subsidiary, a FSHCO or a Foreign Subsidiary) to promptly (but ; provided that in no event shall any event within 90 days after the later of such event described in clause (i); (ii) or (iii) above or receipt of such approval (or such longer period of time as Administrative Agent may agree to in its reasonable discretion or as required to obtain any necessary Gaming Approval)), execute and deliver a Guaranty and all such other documents and certificates as Administrative Agent may reasonably request in order to have such Restricted ABS Subsidiary become a Guarantor and or (By) deliver in the case of clause (c) above, the Lead Borrower shall, prior to the date that Eligible Assets owned by such Subsidiary are included in the calculation of the Unencumbered Assets Coverage Ratio, join as a Guarantor such Subsidiary that was not previously a Guarantor. Such joinder shall be effectuated by the Lead Borrower delivering to the Administrative Agent all a joinder to this Agreement, legal opinions opinion and evidence of corporate authority to become a Guarantor (and, if reasonably requested by the Administrative Agent Agent, any other customary documents relating thereto), each in form and substance reasonably acceptable to the matters described above covering matters similar to those covered in the opinions delivered on the Closing Date with respect to such Guarantor; provided that, notwithstanding anything in this Section 6.08 to the contrary, any Immaterial Subsidiary that is a guarantor of any Material Indebtedness of the Borrower or the Restricted Subsidiaries shall be required to be a Guarantor until such time as its guaranty of such Material Indebtedness is released (at which time it shall be released by the Administrative Agent from the Guaranty on the request of the Borrower without further action by the Creditor Parties). To the extent approvals of any Gaming Authorities for any actions required by this Section are required by applicable Gaming Laws, the Borrower and/or applicable Loan Party shall, at their own expense, use commercially reasonable efforts to promptly (as reasonably determined by the Borrower in good faith) apply for and to pursue such approvalsAgent.

Additional Loan Parties. Upon (i) any Loan Party creating or acquiring any Subsidiary that is a wholly-owned Restricted Subsidiary (other than an Immaterial Subsidiary, a FSHCO or a Foreign ForeignExcluded Subsidiary) after the Closing Date, (ii) any Subsidiary that is a Restricted Subsidiary of a Loan Party ceasing to be an Immaterial ImmaterialExcluded Subsidiary, ceasing to be a FSHCO or ceasing to be a Foreign (including any such Restricted Subsidiary that has become a wholly-owned Restricted Subsidiary unless such Restricted Subsidiary is otherwise an Excluded Subsidiary), or (iii) any Subsidiary that is an Unrestricted Subsidiary becoming a wholly-owned Restricted Subsidiary (other than an Immaterial ImmaterialExcluded Subsidiary, a FSHCO or a Foreign Subsidiary) pursuant to Section 6.11, such Loan Party shall, to the extent that it does not violate any Gaming Law or, if necessary, has received the approval of the applicable Gaming Authority, (A) cause each such Restricted Subsidiary (other than an Immaterial ImmaterialExcluded Subsidiary, a FSHCO or a Foreign Subsidiary) to promptly (but in any event within 90 180 days after the later of such event described in clause (i); , (ii) or (iii) above or receipt of such approval (or such longer period of time as Administrative Agent may agree to in its reasonable discretion or as required to obtain any necessary Gaming Approval)), execute and deliver a Guaranty and all such other documents and certificates as Administrative Agent may reasonably request in order to have such Restricted Subsidiary become a Guarantor and (B) deliver to the Administrative Agent all legal opinions reasonably requested by the 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 that, notwithstanding anything in this Section 6.08 Agreement to the contrary, (i) any Immaterial Subsidiary that is a guarantor of any Material Indebtedness of the Borrower or the Restricted Subsidiaries shall be required to be a Guarantor until such time as its guaranty of such Material Indebtedness is released (at which time it shall be released by the Administrative Agent from the Guaranty on the request of the Borrower without further action by the Creditor Parties) and (ii) any Restricted Subsidiary acquired after the Closing Date that is prohibited by any agreement, instrument or other undertaking to which such Restricted Subsidiary is a party, or by which it or any of its property or assets is bound, from guaranteeing the Obligations shall not be required to be a Guarantor for so long as such prohibition exists (provided that any such agreement, instrument or other undertaking existed at the time of such acquisition or investment and was not entered into in connection with or in anticipation of such acquisition or investment). To the extent approvals of any Gaming Authorities for any actions required by this Section are required by applicable Gaming Laws, the Borrower and/or applicable Loan Party shall, at their own expense, use commercially reasonable efforts to promptly (as reasonably determined by the Borrower in good faith) apply for and to pursue such approvals.

Additional Loan Parties. Upon (i) Notify the Agent at the time that any Loan Party creating or acquiring any Person becomes a Domestic Subsidiary that is a wholly-owned Restricted the Borrower in its sole discretion elects to cause such Subsidiary (other than an Immaterial Subsidiary, a FSHCO or a Foreign Subsidiary) after the Closing Date, (ii) any Subsidiary that is a Restricted Subsidiary of to become a Loan Party ceasing or if the Borrower in its sole discretion elects to be an Immaterial Subsidiarycause any of its other Subsidiaries that is not a Loan party to become a Loan Party (it being acknowledged by the Credit Parties that the Borrower is not obligated to cause any such Subsidiary to become a Loan Party). If the Borrower elects to cause any such Subsidiary to become a Loan Party, ceasing cause such Person (a) to be become a FSHCO or ceasing Loan Party by executing and delivering to be the Agent a Foreign SubsidiaryJoinder Agreement, or (b) to xxxxx x Xxxx to secure the Obligations to the Agent on such Person’s assets of the same types of assets which constitute Collateral under the Security Documents (subject to the limitations contained therein), and (c) to deliver to the Agent documents of the types referred to in clauses (iii) any Subsidiary that is an Unrestricted Subsidiary becoming a wholly-owned Restricted Subsidiary and (other than an Immaterial Subsidiary, a FSHCO or a Foreign Subsidiaryiv) pursuant to of Section 6.11, such Loan Party shall, to the extent that it does not violate any Gaming Law or4.01(a) and, if necessary, has received the approval of the applicable Gaming Authority, (A) cause each such Restricted Subsidiary (other than an Immaterial Subsidiary, a FSHCO or a Foreign Subsidiary) to promptly (but in any event within 90 days after the later of such event described in clause (i); (ii) or (iii) above or receipt of such approval (or such longer period of time as Administrative Agent may agree to in its reasonable discretion or as required to obtain any necessary Gaming Approval)), execute and deliver a Guaranty and all such other documents and certificates as Administrative Agent may reasonably request in order to have such Restricted Subsidiary become a Guarantor and (B) deliver to the Administrative Agent all legal opinions reasonably requested by the Administrative Agent relating Agent, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above). Notwithstanding anything to the matters described above covering matters similar contrary contained herein or in any other Loan Document, Agent shall not accept delivery of any joinder to those covered in the opinions delivered on the Closing Date any Loan Document with respect to any Subsidiary of any Loan Party that is not a Loan Party, if such Guarantor; provided that, notwithstanding anything in this Section 6.08 to the contrary, any Immaterial Subsidiary that is qualifies as a guarantor “legal entity customer” under the Beneficial Ownership Regulation unless such Subsidiary has delivered a Beneficial Ownership Certification in relation to such Subsidiary and Agent has completed its Patriot Act searches, OFAC/PEP searches and customary individual background checks for such Subsidiary, the results of any Material Indebtedness of the Borrower or the Restricted Subsidiaries which shall be required satisfactory to be a Guarantor until such time as its guaranty of such Material Indebtedness is released (at which time it shall be released by the Administrative Agent from the Guaranty on the request of the Borrower without further action by the Creditor Parties). To the extent approvals of any Gaming Authorities for any actions required by this Section are required by applicable Gaming Laws, the Borrower and/or applicable Loan Party shall, at their own expense, use commercially reasonable efforts to promptly (as reasonably determined by the Borrower in good faith) apply for and to pursue such approvalsall Lenders.

Additional Loan Parties. Upon Notify the Agent at the time that any Person becomes a domestic Subsidiary, and promptly thereafter (and in any event within fifteen (15) Business Days or such longer period as may be agreed to by the GSO Entities in its reasonable discretion), cause any such Person (a) which does not qualify as a Non-Guarantor Subsidiary to (i) any become a Loan Party creating by executing and delivering to the Agent a Joinder to this Agreement or acquiring a Joinder to the Facility Guaranty or such other documents as the GSO Entities shall deem appropriate for such purpose, (ii) gxxxx x Xxxx to the Agent on such Person’s Intellectual Property and other assets of the same type that constitute Collateral (other than for the avoidance of doubt, Real Estate and other Excluded Property) to secure the Obligations, and (iii) deliver to the Agent documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a) and opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)), and (b) if any Subsidiary that is a wholly-owned Restricted Subsidiary Equity Interests or Indebtedness of such Person (other than an Immaterial Excluded Subsidiary or any Subsidiary acquired in connection with the Identified Transaction) are owned by or on behalf of any Loan Party, to pledge such Equity Interests and promissory notes evidencing such Indebtedness (except that, if such Subsidiary is a CFC, the Equity Interests of such Subsidiary to be pledged shall be limited to 65% of the outstanding voting Equity Interests of such Subsidiary and 100% of the non-voting Equity Interests of such Subsidiary, a FSHCO or a Foreign Subsidiary) after the Closing Datein each case in form, (ii) any Subsidiary that is a Restricted Subsidiary of a Loan Party ceasing to be an Immaterial Subsidiary, ceasing to be a FSHCO or ceasing to be a Foreign Subsidiary, or (iii) any Subsidiary that is an Unrestricted Subsidiary becoming a wholly-owned Restricted Subsidiary (other than an Immaterial Subsidiary, a FSHCO or a Foreign Subsidiary) pursuant to Section 6.11, such Loan Party shall, content and scope reasonably satisfactory to the extent GSO Entities (it being understood that it does not violate in no event shall the Borrower be required to take any Gaming Law or, if necessary, has received the approval action outside of the applicable Gaming Authority, (A) cause each such Restricted Subsidiary (other than an Immaterial Subsidiary, a FSHCO or a Foreign Subsidiary) to promptly (but in any event within 90 days after the later of such event described in clause (i); (ii) or (iii) above or receipt of such approval (or such longer period of time as Administrative Agent may agree to in its reasonable discretion or as required to obtain any necessary Gaming Approval)), execute and deliver a Guaranty and all such other documents and certificates as Administrative Agent may reasonably request United States in order to have such Restricted create or perfect any security interest in any Equity Interests of a foreign Subsidiary become and no foreign law security or pledge agreements, deeds, filings or searches will be required). In no event shall compliance with this Section 6.11 waive or be deemed a Guarantor and (B) deliver waiver or Consent to any transaction giving rise to the Administrative Agent all legal opinions reasonably requested need to comply with this Section 6.11 if such transaction was not otherwise expressly permitted by the Administrative Agent relating this Agreement or constitute or be deemed to the matters described above covering matters similar to those covered in the opinions delivered on the Closing Date constitute, with respect to such Guarantor; provided thatany Subsidiary, notwithstanding anything in this Section 6.08 to the contrary, any Immaterial Subsidiary that is a guarantor of any Material Indebtedness of the Borrower or the Restricted Subsidiaries shall be required to be a Guarantor until such time as its guaranty an approval of such Material Indebtedness is released (at which time it shall be released by the Administrative Agent from the Guaranty on the request of the Borrower without further action by the Creditor Parties). To the extent approvals of any Gaming Authorities for any actions required by this Section are required by applicable Gaming Laws, the Borrower and/or applicable Loan Party shall, at their own expense, use commercially reasonable efforts to promptly (Person as reasonably determined by the Borrower in good faith) apply for and to pursue such approvalsa Borrower.

Additional Loan Parties. Upon (i) any Loan Party creating or acquiring any Subsidiary that is a wholly-owned Restricted Subsidiary (other than an Immaterial Subsidiary, a FSHCO or a Foreign Excluded Subsidiary) after the Closing DateDate (including, without limitation, upon the formation of any Subsidiary that is a Delaware Divided LLC), (ii) any Subsidiary that is a Restricted Subsidiary of a Loan Party ceasing to be an Immaterial Subsidiary, ceasing to be a FSHCO or ceasing to be a Foreign Excluded Subsidiary, or (iii) any Subsidiary that is an Unrestricted Subsidiary becoming a wholly-owned Restricted Subsidiary (other than an Immaterial Subsidiary, a FSHCO or a Foreign Excluded Subsidiary) pursuant to Section 6.116.10, such Loan Party shall, to the extent that it does not violate any Gaming Law or, if necessary, has received is approved by the approval of the applicable Gaming Authority, (A) cause each such Subsidiary that is a Restricted Subsidiary (other than an Immaterial Subsidiary, a FSHCO or a Foreign Excluded Subsidiary) to promptly (but in any event within 90 180 days after the later of such event described in clause (i); , (ii) or (iii) above or receipt of such approval (or such longer period of time as Administrative Agent may agree to in its reasonable discretion or as required to obtain any necessary Gaming Approval)), execute and deliver a Guaranty and all such other documents and certificates as Administrative Agent may reasonably request in order to have such Restricted Subsidiary become a Guarantor and (B) deliver to the Administrative Agent all legal opinions reasonably requested by the 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 that, notwithstanding anything in this Section 6.08 to the contrary, any Immaterial Excluded Subsidiary that is a guarantor of any Material Indebtedness of the Borrower Borrowers or the Restricted Subsidiaries shall only be required to be a Guarantor until such time as its guaranty of such Material Indebtedness is released (at which time it shall be released by the Administrative Agent from the Guaranty on the request of the Borrower Company without further action by the Creditor Parties). To the extent approvals of any Gaming Authorities for any actions required by this Section are required by applicable Gaming Laws, the Borrower Company and/or applicable Loan Party shall, at their own expense, use commercially reasonable efforts to promptly (as reasonably determined by the Borrower in good faith) apply for and to thereafter pursue such approvals.

Additional Loan Parties. Upon Notify the Agent at the time that any Person becomes a Domestic Subsidiary thatIf (i) any the Borrower, in its sole discretion elects to cause such Subsidiary to become a Loan Party creating or acquiring if the Borrower in its sole discretion, elects to cause any of its other SubsidiariesSubsidiary that is not a Loan partyParty to become a Loan Party (it being acknowledged by the Credit Parties that the Borrower is not obligated to cause any such Subsidiary that is not a wholly-owned Restricted Subsidiary (other than an Immaterial Subsidiary, Loan Party to become a FSHCO Loan Party). If except as otherwise provided herein) or a Foreign Subsidiary) after the Closing Date, (ii) the Borrower electsis required by the terms of this Agreement to cause any such Subsidiary that is a Restricted Subsidiary of not a Loan Party ceasing to be an Immaterial Subsidiarybecome a Loan Party, ceasing cause such Person (a) to be become a FSHCO or ceasing Loan Party by executing and delivering to be the Agent a Foreign SubsidiaryJoinder Agreement, or (b) to xxxxx x Xxxx to secure the Obligations to the Agent on such Person’s assets of the same types of assets which constitute Collateral under the Security Documents (subject to the limitations contained therein), and (c) to deliver to the Agent documents of the types referred to in clauses (iii) any Subsidiary that is an Unrestricted Subsidiary becoming a wholly-owned Restricted Subsidiary and (other than an Immaterial Subsidiary, a FSHCO or a Foreign Subsidiaryiv) pursuant to of Section 6.11, such Loan Party shall, to the extent that it does not violate any Gaming Law or4.01(a) and, if necessary, has received the approval of the applicable Gaming Authority, (A) cause each such Restricted Subsidiary (other than an Immaterial Subsidiary, a FSHCO or a Foreign Subsidiary) to promptly (but in any event within 90 days after the later of such event described in clause (i); (ii) or (iii) above or receipt of such approval (or such longer period of time as Administrative Agent may agree to in its reasonable discretion or as required to obtain any necessary Gaming Approval)), execute and deliver a Guaranty and all such other documents and certificates as Administrative Agent may reasonably request in order to have such Restricted Subsidiary become a Guarantor and (B) deliver to the Administrative Agent all legal opinions reasonably requested by the Administrative Agent relating Agent, favorablecustomary opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above). Notwithstanding anything to the matters described above covering matters similar contrary contained herein or in any other Loan Document, Agent shall not accept delivery of any joinder to those covered in the opinions delivered on the Closing Date any Loan Document with respect to any Subsidiary of any Loan Party that is not a Loan Party, if such Guarantor; provided that, notwithstanding anything in this Section 6.08 to the contrary, any Immaterial Subsidiary that is qualifies as a guarantor “legal entity customer” under the Beneficial Ownership Regulation, unless such Subsidiary has delivered a Beneficial Ownership Certification in relation to such Subsidiary and Agent has completed its Patriot Act searches, OFAC/PEP searches and customary individual background checks for such Subsidiary, the results of any Material Indebtedness of the Borrower or the Restricted Subsidiaries which shall be required satisfactory to be a Guarantor until such time as its guaranty of such Material Indebtedness is released (at which time it shall be released by the Administrative Agent from the Guaranty on the request of the Borrower without further action by the Creditor Parties). To the extent approvals of any Gaming Authorities for any actions required by this Section are required by applicable Gaming Laws, the Borrower and/or applicable Loan Party shall, at their own expense, use commercially reasonable efforts to promptly (as reasonably determined by the Borrower in good faith) apply for and to pursue such approvalsall Lenders.

Additional Loan Parties. Upon (a) (i) Notify the Agent at the time that any Person becomes a Wholly-Owned Subsidiary of any Loan Party creating Party, and promptly thereafter (and in any event within sixty (60) days or acquiring such longer period as the Agent may agree), cause any Subsidiary that such Person which is a wholly-owned Restricted Domestic Subsidiary (other than an Immaterial any Excluded Subsidiary) to (x) become a Loan Party by executing and delivering to the Agent a Joinder to this Agreement or a Joinder to the Facility Guaranty or such other documents as the Agent shall deem reasonably appropriate for such purpose, (y) xxxxx x Xxxx to the Agent on such Person’s assets of the same type that constitute Collateral to secure the Obligations to the extent required by the Security Documents, and (z) deliver to the Agent documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a) and, if reasonably requested by the Agent, customary opinions of counsel to such Person, and (ii) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any Loan Party, to pledge such Equity Interests and promissory notes evidencing such Indebtedness (except that, notwithstanding the foregoing, if any Subsidiary is a FSHCO Foreign Subsidiary or a Foreign Subsidiary Holding Company, the Equity Interests of such Subsidiary to be pledged shall be limited to 65% of the outstanding voting Equity Interests of such Subsidiary and 100% of the non-voting Equity Interests of such Subsidiary), in each case in form, content and scope reasonably satisfactory to the Agent. For the avoidance of doubt and notwithstanding anything herein or in any Security Document to the contrary, none of the assets of any Foreign Subsidiary or any Foreign Subsidiary Holding Company (including any Equity Interests held by a Foreign Subsidiary) after the Closing Date, (ii) any Subsidiary that is a Restricted Subsidiary of a Loan Party ceasing to be an Immaterial Subsidiary, ceasing to be a FSHCO or ceasing to be a Foreign Subsidiary, or (iii) any Subsidiary that is an Unrestricted Subsidiary becoming a wholly-owned Restricted Subsidiary (other than an Immaterial Subsidiary, a FSHCO or a Foreign Subsidiary) pursuant to Section 6.11, such Loan Party shall, to the extent that it does not violate any Gaming Law or, if necessary, has received the approval of the applicable Gaming Authority, (A) cause each such Restricted Subsidiary (other than an Immaterial Subsidiary, a FSHCO or a Foreign Subsidiary) to promptly (but in any event within 90 days after the later of such event described in clause (i); (ii) or (iii) above or receipt of such approval (or such longer period of time as Administrative Agent may agree to in its reasonable discretion or as required to obtain any necessary Gaming Approval)), execute and deliver a Guaranty and all such other documents and certificates as Administrative Agent may reasonably request in order to have such Restricted Subsidiary become a Guarantor and (B) deliver to the Administrative Agent all legal opinions reasonably requested by the 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 that, notwithstanding anything in this Section 6.08 to the contrary, any Immaterial Subsidiary that is a guarantor of any Material Indebtedness of the Borrower or the Restricted Subsidiaries shall be required to be pledged hereunder or under any Security Document. (b) In no event shall compliance with this Section 6.11 waive or be deemed a Guarantor until waiver or Consent to any transaction giving rise to the need to comply with this Section 6.11 if such time as its guaranty transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Material Indebtedness Person as a Borrower or Guarantor or permit the inclusion of any acquired assets or assets of such Subsidiary in the computation of the Borrowing Base. (c) Notwithstanding anything to the contrary contained herein, if the Agent reasonably determines that the cost of obtaining any pledge or security interest otherwise required pursuant to this Section 6.11 is released (at which time it excessive in relation to the benefit thereof, then no such pledge or security interest shall be released by the Administrative Agent from the Guaranty on the request of the Borrower without further action by the Creditor Parties)required hereunder. To the extent approvals of any Gaming Authorities for any actions required by this Section are required by applicable Gaming Laws, the Borrower and/or applicable Loan Party shall, at their own expense, use commercially reasonable efforts to promptly (as reasonably determined by the Borrower in good faith) apply for and to pursue such approvals.6.12

Additional Loan Parties. Upon (i) any Loan Party creating or acquiring any Subsidiary that is a wholly-owned Restricted Subsidiary (other than an Immaterial Subsidiary, a FSHCO or a Foreign Subsidiary) after the Closing Date, (ii) any Subsidiary that is a Restricted Subsidiary of a Loan Party ceasing to be an Immaterial Subsidiary, ceasing to be a FSHCO or ceasing to be a Foreign Subsidiary, or (iii) any Subsidiary that is an Unrestricted Subsidiary becoming a wholly-owned Restricted Subsidiary (other than an Immaterial Subsidiary, a FSHCO or a Foreign Subsidiary) pursuant to Section 6.11, such Loan Party shall, to the extent that it does not violate any Gaming Law or, if necessary, has received the approval of the applicable Gaming Authority, (A) cause each such Restricted Subsidiary (other than an Immaterial Subsidiary, a FSHCO or a Foreign Subsidiary) to promptly (but in any event within 90 180 days after the later of such event described in clause (i); , (ii) or (iii) above or receipt of such approval (or such longer period of time as Administrative Agent may agree to in its reasonable discretion or as required to obtain any necessary Gaming Approval)), execute and deliver a Guaranty and all such other documents and certificates as Administrative Agent may reasonably request in order to have such Restricted Subsidiary become a Guarantor and (B) deliver to the Administrative Agent all legal opinions reasonably requested by the 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 that, notwithstanding anything in this Section 6.08 to the contrary, any Immaterial Subsidiary that is a guarantor of any Material Indebtedness of the Borrower or the Restricted Subsidiaries shall be required to be a Guarantor until such time as its guaranty of such Material Indebtedness is released (at which time it shall be released by the Administrative Agent from the Guaranty on the request of the Borrower without further action by the Creditor Parties). To the extent approvals of any Gaming Authorities for any actions required by this Section are required by applicable Gaming Laws, the Borrower and/or applicable Loan Party shall, at their own expense, use commercially reasonable efforts to promptly (as reasonably determined by the Borrower in good faith) apply for and to pursue such approvals.

Additional Loan Parties. Upon (i) any Loan Party creating or acquiring any Subsidiary that is a wholly-owned Restricted Subsidiary (other than an Immaterial Subsidiary, a FSHCO or a Foreign Excluded Subsidiary) after the Closing DateDate (including, without limitation, upon the formation of any Subsidiary that is a Delaware Divided LLC), (ii) any Subsidiary that is a Restricted Subsidiary of a Loan Party ceasing to be an Immaterial Subsidiary, ceasing to be a FSHCO or ceasing to be a Foreign Excluded Subsidiary, or (iii) any Subsidiary that is an Unrestricted Subsidiary becoming a wholly-owned Restricted Subsidiary (other than an Immaterial Subsidiary, a FSHCO or a Foreign Excluded Subsidiary) pursuant to Section 6.116.10, such Loan Party shall, to the extent that it does not violate any Gaming Law or, if necessary, has received is approved by the approval of the applicable Gaming Authority, (A) cause each such Subsidiary that is a Restricted Subsidiary (other than an Immaterial Subsidiary, a FSHCO or a Foreign Excluded Subsidiary) to promptly (but in any event within 90 180 days after the later of such event described in clause (i); , (ii) or (iii) above or receipt of such approval (or such longer period of time as Administrative Agent may agree to in its reasonable discretion or as required to obtain any necessary Gaming Approval)), execute and deliver a Guaranty and all such other documents and certificates as Administrative Agent may reasonably request in order to have such Restricted Subsidiary become a Guarantor and and, (B) deliver to the Administrative Agent all legal opinions reasonably requested by an opinion of Milbank LLP, counsel to the Loan Parties, and of local counsel to the Loan Parties in each jurisdiction in which the Loan Parties are formed, addressed to the Administrative Agent and each Lender relating to the matters described above covering matters similar to those covered in the opinions delivered on the Closing Date and those covered in the collateral-related opinions delivered on the First Amendment Effective Date with respect to such Guarantor; provided that, notwithstanding anything in this Section 6.08 to the contrary, any Immaterial Excluded Subsidiary that is a guarantor of any Material Indebtedness of the Borrower Borrowers or the Restricted Subsidiaries shall only be required to be a Guarantor until such time as its guaranty of such Material Indebtedness is released (at which time it shall be released by the Administrative Agent from the Guaranty on the request of the Borrower Company without further action by the Creditor Parties). To the extent approvals of any Gaming Authorities for any actions required by this Section are required by applicable Gaming Laws, the Borrower Company and/or applicable Loan Party shall, at their own expense, use commercially reasonable efforts to promptly (as reasonably determined by the Borrower in good faith) apply for and to thereafter pursue such approvals.

Additional Loan Parties. Upon (i) Notify the Administrative Agent promptly after any Loan Party creating or acquiring any Subsidiary that is Person becomes a wholly-owned Restricted Subsidiary (other than an Immaterial any Excluded Subsidiary but including any Unrestricted Subsidiary being reclassified as a Restricted Subsidiary) of the Parent, and promptly thereafter (and in any event within fifteen (15) Business Days) if requested by the Administrative Agent, (i) cause any such Person to become a FSHCO Borrower or Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement to this Agreement or a Foreign Subsidiary) after counterpart of the Closing DateFacility Guaranty or such other document as the Administrative Agent shall deem reasonably appropriate for such purpose, (ii) any Subsidiary that is a Restricted Subsidiary subject to the requirements of a Loan Party ceasing Section 6.14(b), xxxxx x Xxxx to be an Immaterial Subsidiarythe Collateral Agent on such Person’s assets on the same types of assets which constitute Collateral under the Security Documents to secure the Obligations, ceasing to be a FSHCO or ceasing to be a Foreign Subsidiary, or and (iii) any Subsidiary that is an Unrestricted Subsidiary becoming a wholly-owned Restricted Subsidiary (other than an Immaterial Subsidiary, a FSHCO or a Foreign Subsidiary) pursuant to Section 6.11, such Loan Party shall, to the extent that it does not violate any Gaming Law or, if necessary, has received the approval of the applicable Gaming Authority, (A) cause each such Restricted Subsidiary (other than an Immaterial Subsidiary, a FSHCO or a Foreign Subsidiary) to promptly (but in any event within 90 days after the later of such event described in clause (i); (ii) or (iii) above or receipt of such approval (or such longer period of time as Administrative Agent may agree to in its reasonable discretion or as required to obtain any necessary Gaming Approval)), execute and deliver a Guaranty and all such other documents and certificates as Administrative Agent may reasonably request in order to have such Restricted Subsidiary become a Guarantor and (B) deliver to the Administrative Agent all legal opinions reasonably documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a) and if requested by the Administrative Agent relating Agent, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)), and (b) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any Loan Party, to pledge such Equity Interests and promissory notes evidencing such Indebtedness, in each case in form, content and scope reasonably satisfactory to the matters described above covering matters similar Administrative Agent. In addition, for purposes of compliance with Section 6.01, any direct or indirect parent entity of the Parent may become a guarantor by executing and delivering to those covered the Administrative Agent a guarantee agreement in a form satisfactory to the opinions delivered on Administrative Agent which shall be executed by the Closing Date Lead Borrower and such parent; provided that such parent entity shall not otherwise be deemed to be a “Borrower”, “Guarantor” or “Loan Party” for any purpose under this Xxxxxxxxx.Xx no event shall compliance with this Section 6.11 waive or be deemed a waiver or consent to any transaction giving rise to the need to comply with this Section 6.11 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Guarantor; provided that, notwithstanding anything in this Section 6.08 to Person as a Borrower or Guarantor or permit the contrary, any Immaterial Subsidiary that is a guarantor inclusion of any Material Indebtedness acquired assets in the computation of the Borrower or the Restricted Subsidiaries shall be required to be a Guarantor until such time as its guaranty of such Material Indebtedness is released (at which time it shall be released by the Administrative Agent from the Guaranty on the request of the Borrower without further action by the Creditor Parties). To the extent approvals of any Gaming Authorities for any actions required by this Section are required by applicable Gaming Laws, the Borrower and/or applicable Loan Party shall, at their own expense, use commercially reasonable efforts to promptly (as reasonably determined by the Borrower in good faith) apply for and to pursue such approvalsBorrowing Base.

Additional Loan Parties. Upon (i) Promptly notify the Agent at the time that any Loan Party creating Person becomes a Subsidiary or acquiring any Person that is an Unrestricted Subsidiary becomes a Restricted Subsidiary, and cause any such Person that is a wholly-owned Domestic Subsidiary of the Lead Borrower that is a Restricted Subsidiary (other than an Immaterial a Domestic Subsidiary that is a Subsidiary of a Foreign Subsidiary or a Domestic Subsidiary that owns (directly or indirectly) no material assets other than debt or Equity Interests in one or more Foreign Subsidiaries) to (a) promptly thereafter (and in any event within fifteen (15) Business Days of such Person becoming a Subsidiary or a Restricted Subsidiary, as the case may be, or such later date as the Agent may agree), (i) become a FSHCO Loan Party (including, if acceptable to the Agent, an additional borrower) by executing and delivering to the Agent a Joinder Agreement or a Foreign Subsidiary) after such other documents as the Closing DateAgent shall reasonably deem appropriate for such purpose, (ii) gxxxx x Xxxx to the Agent on such Person’s assets of the same type that constitute Collateral to secure the Obligations and take such actions as may be required under the Security Documents to perfect such Lien, and (iii) deliver to the Agent documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a); and (b) if reasonably requested by the Agent, deliver customary opinions of counsel to such Person in connection with the foregoing clause (a) in form, content and scope reasonably satisfactory to the Agent; provided that, for the avoidance of doubt, notwithstanding anything to the contrary herein or in any other Loan Document, in no event shall any Subsidiary that is not a Restricted Domestic Subsidiary of a Loan Party ceasing to be an Immaterial Subsidiary, ceasing to be a FSHCO or ceasing to be a Foreign Subsidiary, or (iii) any Subsidiary that is an Unrestricted Subsidiary becoming a wholly-owned Restricted Subsidiary (other than an Immaterial Subsidiary, a FSHCO or a Foreign Subsidiary) pursuant to Section 6.11, such Loan Party shall, to the extent that it does not violate any Gaming Law or, if necessary, has received the approval of the applicable Gaming Authority, (A) cause each such Restricted Subsidiary (other than an Immaterial Subsidiary, a FSHCO or a Foreign Subsidiary) to promptly (but in any event within 90 days after the later of such event described in clause (i); (ii) or (iii) above or receipt of such approval (or such longer period of time as Administrative Agent may agree to in its reasonable discretion or as required to obtain any necessary Gaming Approval)), execute and deliver a Guaranty and all such other documents and certificates as Administrative Agent may reasonably request in order to have such Restricted Subsidiary become a Guarantor and (B) deliver to the Administrative Agent all legal opinions reasonably requested by the 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 that, notwithstanding anything in this Section 6.08 to the contrary, any Immaterial Subsidiary that is a guarantor of any Material Indebtedness of the Borrower or the Restricted Subsidiaries shall be required to guarantee or provide Collateral to secure any Obligations. In no event shall compliance with this Section 6.11 waive or be deemed a Guarantor waiver or consent to any transaction giving rise to the need to comply with this Section 6.11 if such transaction was not otherwise expressly permitted by this Agreement or permit the inclusion of any acquired assets in the computation of the Borrowing Base until such time as the Agent has conducted its guaranty of such Material Indebtedness is released (at which time it shall be released by the Administrative Agent from the Guaranty on the request of the Borrower without further action by the Creditor Parties). To the extent approvals of any Gaming Authorities for any actions required by this Section are required by applicable Gaming Laws, the Borrower and/or applicable Loan Party shall, at their own expense, use commercially reasonable efforts to promptly (as reasonably determined by the Borrower in good faith) apply for and to pursue such approvalsdiligence with respect thereto.

Additional Loan Parties. Upon Additional U.S. Loan Parties. Subject to Applicable Law and any exceptions set forth in the U.S. Security Agreement, each U.S. Loan Party shall cause (i) any Loan Party creating or acquiring any Subsidiary that is a wholly-owned Restricted Subsidiary each of its Domestic Subsidiaries (other than an Immaterial Subsidiary, a FSHCO or a Foreign any Excluded Subsidiary) formed or acquired after the Closing Date, date of this Agreement in accordance with the terms of this Agreement and (ii) any Domestic Subsidiary that was an Excluded Subsidiary but has ceased to be an Excluded Subsidiary, to become a U.S. Loan Party as promptly thereafter as reasonably practicable by executing a Joinder Agreement in substantially the form set forth as Exhibit D hereto (the “Joinder Agreement”). Upon execution and delivery thereof, each such Person (i) shall automatically become, at the election of the Borrower Agent, either a U.S. Borrower (in the case of any Domestic Subsidiary that is a Restricted Subsidiary and is a beneficial owner of assets included in the U.S. Borrowing Base) or a U.S. Loan Guarantor hereunder, as the case may be, and thereupon shall have all of the respective rights, benefits, duties, and obligations in such capacity under the Loan Documents, and (ii) will simultaneously therewith or as soon as practicable thereafter grant Liens to the Agent, for the benefit of the Agent and the U.S. Lenders in any property (subject to the limitations with respect to Equity Interests set forth in paragraph (bc) of this Section 5.11, the limitations with respect to real property set forth in paragraph (f) of this Section 5.11, Applicable Law and any other limitations set forth in the U.S. Security Agreement, and excluding property with respect to which the Agent and the Borrower Agent have reasonably determined that the cost of granting Liens on such property is excessive in relation to the value of the security to be afforded by such property) of such U.S. Loan Party ceasing to which constitutes U.S. Collateral, on such terms as may be an Immaterial Subsidiary, ceasing to be a FSHCO or ceasing to be a Foreign Subsidiary, or (iii) any Subsidiary that is an Unrestricted Subsidiary becoming a wholly-owned Restricted Subsidiary (other than an Immaterial Subsidiary, a FSHCO or a Foreign Subsidiary) required pursuant to Section 6.11, the terms of the Collateral Documents and in such Loan Party shall, priority as may be required pursuant to the extent that it does not violate any Gaming Law or, if necessary, has received terms of the ABL Intercreditor Agreement. Subject to the approval of the applicable Gaming AuthorityAgent and the Co-Collateral Agent, each Domestic Subsidiary that executes a Joinder Agreement pursuant to which such U.S. Loan Party agrees to be bound as a U.S. Borrower hereunder shall permit the completion of a field examination and appraisal (Aat the U.S. Borrowers’ cost) cause each such Restricted Subsidiary (other than an Immaterial Subsidiary, a FSHCO or a Foreign Subsidiary) to promptly (but in any event within 90 days after the later of such event described in clause (i); (ii) or (iii) above or receipt of such approval (or such longer period of time as Administrative Agent may agree to in its reasonable discretion or as required to obtain any necessary Gaming Approval)), execute and deliver a Guaranty and all such other documents and certificates as Administrative Agent may reasonably request in order to have such Restricted Subsidiary become a Guarantor and (B) deliver with results satisfactory to the Administrative Agent all legal opinions reasonably requested by and the 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 that, notwithstanding anything in this Section 6.08 to the contrary, any Immaterial Subsidiary that is a guarantor of any Material Indebtedness of the Borrower or the Restricted Subsidiaries shall be required to be a Guarantor until such time as its guaranty of such Material Indebtedness is released (at which time it shall be released by the Administrative Agent from the Guaranty on the request of the Borrower without further action by the Creditor Parties). To the extent approvals of any Gaming Authorities for any actions required by this Section are required by applicable Gaming Laws, the Borrower and/or applicable Loan Party shall, at their own expense, use commercially reasonable efforts to promptly (as reasonably determined by the Borrower in good faith) apply for and to pursue such approvalsCo-Collateral Agent.

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

Additional Loan Parties. Upon Notify the Agent at the time that any Person becomes a Subsidiary, and promptly thereafter (iand in any event within thirty (30) days or such later date as the Agent may agree), cause any Loan Party creating or acquiring any Subsidiary such Person that is a wholly-owned Restricted domestic Subsidiary (other than an Immaterial Subsidiary, a FSHCO or a Foreign Subsidiary) after the Closing Date, (ii) any Subsidiary that is a Restricted Subsidiary of a Loan Party ceasing to be an Immaterial Subsidiary, ceasing to be a FSHCO or ceasing to be a Foreign Subsidiary, or (iii) any wholly-owned domestic Subsidiary that is an Unrestricted Immaterial Subsidiary becoming or that is owned by a CFC or that is a Foreign Subsidiary Holding Company), or cause any wholly-owned Restricted domestic Subsidiary (other than any such Subsidiary that is owned by a CFC or that is a Foreign Subsidiary Holding Company) previously designated as an Immaterial Subsidiary that thereafter becomes a Material Subsidiary, to (a) become a FSHCO or a Foreign Subsidiary) pursuant to Section 6.11, such Loan Party shall, by executing and delivering to the extent that it does not violate any Gaming Law or, if necessary, has received the approval of the applicable Gaming Authority, (A) cause each such Restricted Subsidiary (other than an Immaterial Subsidiary, Agent a FSHCO Joinder Agreement or a Foreign Subsidiary) to promptly (but in any event within 90 days after the later of such event described in clause (i); (ii) or (iii) above or receipt of such approval (or such longer period of time as Administrative Agent may agree to in its reasonable discretion or as required to obtain any necessary Gaming Approval)), execute and deliver a Guaranty and all such other documents and certificates as Administrative the Agent may reasonably request in order shall deem appropriate for such purpose, (b) xxxxx x Xxxx to have the Agent on such Restricted Subsidiary become a Guarantor Person’s assets of the same type that constitute Collateral to secure the Obligations, and (Bc) deliver to the Administrative Agent all legal opinions reasonably documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a) and, if requested by the Administrative Agent relating Agent, customary favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)), in each case in form, content and scope reasonably satisfactory to the matters described above covering matters similar to those covered in the opinions delivered on the Closing Date with respect to such GuarantorAgent; provided that, notwithstanding anything if any such wholly-owned domestic Subsidiary owns assets of the type which would be included in the Borrowing Base, such Subsidiary shall join the Loan Documents as a Borrower thereunder. In no event shall compliance with this Section 6.08 6.11 waive or be deemed a waiver or consent to any transaction giving rise to the contraryneed to comply with this Section 6.11 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Immaterial Subsidiary that is Subsidiary, an approval of such Person as a guarantor Borrower or permit the inclusion of any Material Indebtedness acquired assets in the computation of the Borrower or the Restricted Subsidiaries shall be required to be a Guarantor until such time as its guaranty of such Material Indebtedness is released (at which time it shall be released by the Administrative Agent from the Guaranty on the request of the Borrower without further action by the Creditor Parties). To the extent approvals of any Gaming Authorities for any actions required by this Section are required by applicable Gaming Laws, the Borrower and/or applicable Loan Party shall, at their own expense, use commercially reasonable efforts to promptly (as reasonably determined by the Borrower in good faith) apply for and to pursue such approvalsBorrowing Base.

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

Additional Loan Parties. Upon Notify the Agent at the time that any Person becomes a domestic Subsidiary, and promptly thereafter (and in any event within fifteen (15) Business Days or such longer period as may be agreed to by the KKR Representative in its reasonable discretion), cause any such Person (a) which does not qualify as a Non-Guarantor Subsidiary to (i) any become a Loan Party creating by executing and delivering to the Agent a joinder to this Agreement or acquiring a joinder to the Facility Guaranty or such other documents as the KKR Representative shall deem appropriate for such purpose, (ii) gxxxx x Xxxx to the Agent on such Person’s Intellectual Property and other assets of the same type that constitute Collateral (other than for the avoidance of doubt, Real Estate and other Excluded Property) to secure the Obligations, and (iii) deliver to the Agent documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a) and opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)), and (b) if any Subsidiary that is a wholly-owned Restricted Subsidiary Equity Interests or Indebtedness of such Person (other than an Immaterial Excluded Subsidiary) are owned by or on behalf of any Loan Party, to pledge such Equity Interests and promissory notes evidencing such Indebtedness (except that, if such Subsidiary is a CFC, the Equity Interests of such Subsidiary to be pledged shall be limited to 65% of the outstanding voting Equity Interests of such Subsidiary and 100% of the non-voting Equity Interests of such Subsidiary, a FSHCO or a Foreign Subsidiary) after the Closing Datein each case in form, (ii) any Subsidiary that is a Restricted Subsidiary of a Loan Party ceasing to be an Immaterial Subsidiary, ceasing to be a FSHCO or ceasing to be a Foreign Subsidiary, or (iii) any Subsidiary that is an Unrestricted Subsidiary becoming a wholly-owned Restricted Subsidiary (other than an Immaterial Subsidiary, a FSHCO or a Foreign Subsidiary) pursuant to Section 6.11, such Loan Party shall, content and scope reasonably satisfactory to the extent KKR Representative (it being understood that it does not violate in no event shall the Borrower be required to take any Gaming Law or, if necessary, has received the approval action outside of the applicable Gaming Authority, (A) cause each such Restricted Subsidiary (other than an Immaterial Subsidiary, a FSHCO or a Foreign Subsidiary) to promptly (but in any event within 90 days after the later of such event described in clause (i); (ii) or (iii) above or receipt of such approval (or such longer period of time as Administrative Agent may agree to in its reasonable discretion or as required to obtain any necessary Gaming Approval)), execute and deliver a Guaranty and all such other documents and certificates as Administrative Agent may reasonably request United States in order to have such Restricted create or perfect any security interest in any Equity Interests of a foreign Subsidiary become and no foreign Law security or pledge agreements, deeds, filings or searches will be required)). In no event shall compliance with this Section 6.11 waive or be deemed a Guarantor and (B) deliver waiver or Consent to any transaction giving rise to the Administrative Agent all legal opinions reasonably requested need to comply with this Section 6.11 if such transaction was not otherwise expressly permitted by the Administrative Agent relating this Agreement or constitute or be deemed to the matters described above covering matters similar to those covered in the opinions delivered on the Closing Date constitute, with respect to such Guarantor; provided thatany Subsidiary, notwithstanding anything in this Section 6.08 to the contrary, any Immaterial Subsidiary that is a guarantor of any Material Indebtedness of the Borrower or the Restricted Subsidiaries shall be required to be a Guarantor until such time as its guaranty an approval of such Material Indebtedness is released (at which time it shall be released by the Administrative Agent from the Guaranty on the request of the Borrower without further action by the Creditor Parties). To the extent approvals of any Gaming Authorities for any actions required by this Section are required by applicable Gaming Laws, the Borrower and/or applicable Loan Party shall, at their own expense, use commercially reasonable efforts to promptly (Person as reasonably determined by the Borrower in good faith) apply for and to pursue such approvalsa Borrower.

Additional Loan Parties. Upon Notify the Administrative Agent at the time that any Person becomes a Subsidiary, and promptly thereafter (and in any event (y) within fifteen (15) days for any Subsidiary other than an Immaterial Subsidiary and (z) with respect to any Immaterial Subsidiary, not later than the next date on which the financial statements referred to in Sections 6.01(a) and 6.01(b) are required to be delivered), cause any such Person (a) which is not a CFC, to (i) any become a Loan Party creating by executing and delivering to the Administrative Agent a Joinder Agreement or acquiring any such other document as the Administrative Agent shall reasonably request for such purpose, (ii) xxxxx x Xxxx to the Collateral Agent on such Person’s assets to secure the Obligations, and (iii) deliver to the Administrative Agent documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a) and, if requested by the Administrative Agent in connection with a Subsidiary that is a wholly-owned Restricted Subsidiary (other than an Immaterial Subsidiary, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in this clause (a)), and (b) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any Loan Party, to pledge such Equity Interests and promissory notes evidencing such Indebtedness (except that, if such Subsidiary is a FSHCO CFC, the Equity Interests of such Subsidiary to be pledged may be limited to 65% of the outstanding voting Equity Interests of such Subsidiary and 100% of the non-voting Equity Interests of such Subsidiary and such time period may be extended based on local law or a Foreign Subsidiary) after practice), in each case in form, content and scope reasonably satisfactory to Administrative Agent (it being understood that, if requested by the Closing DateAdministrative Agent, (ii) Lead Borrower shall promptly deliver customary favorable legal opinions in respect of any Subsidiary that is a Restricted was an Immaterial Subsidiary of a Loan Party ceasing that ceases to be an Immaterial Subsidiary, ceasing to be a FSHCO or ceasing to be a Foreign Subsidiary, or (iii) any Subsidiary that is an Unrestricted Subsidiary becoming a wholly-owned Restricted Subsidiary (other than an Immaterial Subsidiary, a FSHCO or a Foreign Subsidiary) pursuant to Section 6.11, such Loan Party shall, to the extent that it does not violate previously delivered hereunder). In no event shall compliance with this Section 6.12 waive or be deemed a waiver or Consent to any Gaming Law or, if necessary, has received the approval of the applicable Gaming Authority, (A) cause each such Restricted Subsidiary (other than an Immaterial Subsidiary, a FSHCO or a Foreign Subsidiary) to promptly (but in any event within 90 days after the later of such event described in clause (i); (ii) or (iii) above or receipt of such approval (or such longer period of time as Administrative Agent may agree to in its reasonable discretion or as required to obtain any necessary Gaming Approval)), execute and deliver a Guaranty and all such other documents and certificates as Administrative Agent may reasonably request in order to have such Restricted Subsidiary become a Guarantor and (B) deliver transaction giving rise to the Administrative Agent all legal opinions reasonably requested by the Administrative Agent relating need to the matters described above covering matters similar to those covered in the opinions delivered on the Closing Date comply with respect to such Guarantor; provided that, notwithstanding anything in this Section 6.08 to the contrary, any Immaterial Subsidiary that is a guarantor of any Material Indebtedness of the Borrower or the Restricted Subsidiaries shall be required to be a Guarantor until such time as its guaranty of such Material Indebtedness is released (at which time it shall be released by the Administrative Agent from the Guaranty on the request of the Borrower without further action by the Creditor Parties). To the extent approvals of any Gaming Authorities for any actions required by this Section are required by applicable Gaming Laws, the Borrower and/or applicable Loan Party shall, at their own expense, use commercially reasonable efforts to promptly (as reasonably determined by the Borrower in good faith) apply for and to pursue such approvals.Section

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

Additional Loan Parties. Upon (i) any Loan Party creating or acquiring any Subsidiary that is a wholly-owned Restricted Subsidiary (other than an Immaterial Subsidiary, a FSHCO or a Foreign Excluded Subsidiary) after the Closing Date, (ii) any Subsidiary that is a Restricted Subsidiary of a Loan Party ceasing to be an Immaterial Excluded Subsidiary (including any such Restricted Subsidiary that has become a wholly-owned Restricted Subsidiary unless such Restricted Subsidiary is otherwise an Excluded Subsidiary, ceasing to be a FSHCO or ceasing to be a Foreign Subsidiary), or (iii) any Subsidiary that is an Unrestricted Subsidiary becoming a wholly-owned Restricted Subsidiary (other than an Immaterial Subsidiary, a FSHCO or a Foreign Excluded Subsidiary) pursuant to Section 6.11, such Loan Party shall, to the extent that it does not violate any Gaming Law or, if necessary, has received the approval of the applicable Gaming Authority, (A) cause each such Restricted Subsidiary (other than an Immaterial Subsidiary, a FSHCO or a Foreign Excluded Subsidiary) to promptly (but in any event within 90 180 days after the later of such event described in clause (i); , (ii) or (iii) above or receipt of such approval (or such longer period of time as Administrative Agent may agree to in its reasonable discretion or as required to obtain any necessary Gaming Approval)), execute and deliver a Guaranty and all such other documents and certificates as Administrative Agent may reasonably request in order to have such Restricted Subsidiary become a Guarantor and (B) deliver to the Administrative Agent all legal opinions reasonably requested by the 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 that, notwithstanding anything in this Section 6.08 Agreement to the contrary, any Immaterial Subsidiary that is a guarantor of any Material Indebtedness of the Borrower or the Restricted Subsidiaries shall be required to be a Guarantor until such time as its guaranty of such Material Indebtedness is released (at which time it shall be released by the Administrative Agent from the Guaranty on the request of the Borrower without further action by the Creditor Parties). To the extent approvals of any Gaming Authorities for any actions required by this Section are required by applicable Gaming Laws, the Borrower and/or applicable Loan Party shall, at their own expense, use commercially reasonable efforts to promptly (as reasonably determined by the Borrower in good faith) apply for and to pursue such approvals.

Additional Loan Parties. Upon Notify the Agent at the time that any Person (ix) any Loan Party creating or acquiring any Subsidiary that is becomes a wholly-owned Restricted Subsidiary (other than any Excluded Subsidiary) or, (y) that is an Immaterial Subsidiary, a FSHCO or a Foreign Subsidiary (and that is not otherwise an Excluded Subsidiary) after is designated by the Closing Date, (ii) any Subsidiary that is a Restricted Subsidiary Lead Borrower’s board of directors to become a Loan Party ceasing to be an for purposes of maintaining compliance with the thresholds set forth in the definition of “Immaterial Subsidiary, ceasing to be a FSHCO or ceasing to be a Foreign Subsidiary, ” or (iiiz) any Subsidiary that is an Unrestricted Subsidiary becoming is designated by the Lead Borrower’s board of directors to become a wholly-owned Restricted Subsidiary (other than and that is not otherwise an Immaterial Excluded Subsidiary, a FSHCO or a Foreign Subsidiary) pursuant to Section 6.11, such Loan Party shall, to the extent that it does not violate any Gaming Law or, if necessary, has received the approval of the applicable Gaming Authority, and in each case promptly thereafter (A) cause each such Restricted Subsidiary (other than an Immaterial Subsidiary, a FSHCO or a Foreign Subsidiary) to promptly (but and in any event within 90 days after the later of such event described in clause thirty (i); (ii30) or (iiidays) above or receipt of such approval (or such longer period of time as Administrative the Agent may agree agree, cause any such Person (a) which is not an Excluded Subsidiary, to in its reasonable discretion (i) become a Loan Party by executing and delivering to the Agent a Joinder to this Agreement or as required a Joinder to obtain any necessary Gaming Approval)), execute and deliver a the Facility Guaranty and all or such other documents and certificates as Administrative the Agent may shall deem reasonably request in order necessary for such purpose, (ii) xxxxx x Xxxx to have the Agent on such Restricted Subsidiary become a Guarantor Person’s assets of the same type that constitute Collateral to secure the Obligations, and (Biii) deliver to the Administrative Agent all legal documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a) and reasonably acceptable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)), and (b) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any Loan Party, to pledge such Equity Interests and promissory notes evidencing such Indebtedness, in each case in form, content and scope reasonably requested by the Administrative Agent relating satisfactory to the matters Agent; provided, that a pledge of the Equity Interests of a CFC or CFC Holdco by a Person described above covering matters similar in clauses (x) or, (y) or (z) of this Section 6.12 shall be limited to those covered in 65% of the opinions delivered outstanding voting Equity Interests, and 100% of the non-voting Equity Interests of such CFC or CFC Holdco, and such time period may be extended based on local law or practice). In no event shall compliance with this Section 6.12 waive or be deemed a waiver or Consent to any transaction giving rise to the Closing Date need to comply with this Section 6.12 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Restricted Subsidiary, an approval of such Guarantor; provided thatPerson as a Borrower or permit the inclusion of any acquired assets in the computation of theany of the Domestic Borrowing Base, notwithstanding anything Dutch Borrowing Base or UK Borrowing Base. The Agent shall not accept delivery of any joinder to any Loan Document with respect to any Subsidiary of any Loan Party that is not a Loan Party, if such Subsidiary qualifies as a “legal entity customer” under the Beneficial Ownership Regulation unless such Subsidiary has delivered a Beneficial Ownership Certification in this Section 6.08 relation to such Subsidiary and Agent has completed its Patriot Act searches, OFAC/PEP searches and customary individual background checks for such Subsidiary, the results of which shall be satisfactory to Agent, and, with respect to the contrary, joinder to any Immaterial Subsidiary that is a guarantor Loan Document of any Material Indebtedness of the Borrower or the Restricted Subsidiaries shall be required to be Person as a Guarantor until such time as its guaranty of such Material Indebtedness is released (at which time it shall be released by the Administrative Agent from the Guaranty on the request of the Borrower without further action by the Creditor Parties). To the extent approvals of any Gaming Authorities for any actions required by this Section are required by applicable Gaming Lawsborrower, the Borrower and/or applicable Loan Party shall, at their own expense, Required Lenderseach affected Lender. The Agent shall use commercially reasonable efforts to promptly (notify the Lenders of the joinder to any Loan Document of any Person as reasonably determined by the Borrower in good faith) apply for and to pursue such approvalsa guarantor.

Additional Loan Parties. Upon Notify the Agent at the time that any Person becomes a Subsidiary, and promptly thereafter (and in any event within fifteen (15) days or such longer period as may be agreed to by the Administrative Agent in its reasonable discretion), cause any such Person (a) which is not a CFC or any domestic Subsidiary substantially all of the assets of which constitute equity and/or indebtedness of direct or indirect foreign Subsidiaries or intercompany accounts or an Excluded Subsidiary to (i) any become a Loan Party creating by executing and delivering to the Agent a Joinder to this Agreement or acquiring a Joinder to the Facility Guaranty or such other documents as the Agent shall deem appropriate for such purpose, (ii) xxxxx x Xxxx to the Agent on such Person’s Intellectual Property and other assets of the same type that constitute Collateral (other than for the avoidance of doubt, Real Estate) to secure the Obligations, and (iii) deliver to the Agent documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a) and opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)), and (b) if any Subsidiary that is a wholly-owned Restricted Subsidiary Equity Interests or Indebtedness of such Person (other than an Immaterial Excluded Subsidiary) are owned by or on behalf of any Loan Party, to pledge such Equity Interests and promissory notes evidencing such Indebtedness (except that, if such Subsidiary is a CFC, the Equity Interests of such Subsidiary to be pledged shall be limited to 65% of the outstanding voting Equity Interests of such Subsidiary and 100% of the non-voting Equity Interests of such Subsidiary, a FSHCO or a Foreign Subsidiary) after the Closing Datein each case in form, (ii) any Subsidiary that is a Restricted Subsidiary of a Loan Party ceasing to be an Immaterial Subsidiary, ceasing to be a FSHCO or ceasing to be a Foreign Subsidiary, or (iii) any Subsidiary that is an Unrestricted Subsidiary becoming a wholly-owned Restricted Subsidiary (other than an Immaterial Subsidiary, a FSHCO or a Foreign Subsidiary) pursuant to Section 6.11, such Loan Party shall, content and scope reasonably satisfactory to the extent that it does not violate Agent. In no event shall compliance with this Section 6.11 waive or be deemed a waiver or Consent to any Gaming Law or, if necessary, has received the approval of the applicable Gaming Authority, (A) cause each such Restricted Subsidiary (other than an Immaterial Subsidiary, a FSHCO or a Foreign Subsidiary) to promptly (but in any event within 90 days after the later of such event described in clause (i); (ii) or (iii) above or receipt of such approval (or such longer period of time as Administrative Agent may agree to in its reasonable discretion or as required to obtain any necessary Gaming Approval)), execute and deliver a Guaranty and all such other documents and certificates as Administrative Agent may reasonably request in order to have such Restricted Subsidiary become a Guarantor and (B) deliver transaction giving rise to the Administrative Agent all legal opinions reasonably requested need to comply with this Section 6.11 if such transaction was not otherwise expressly permitted by the Administrative Agent relating this Agreement or constitute or be deemed to the matters described above covering matters similar to those covered in the opinions delivered on the Closing Date constitute, with respect to such Guarantor; provided thatany Subsidiary, notwithstanding anything in this Section 6.08 to the contrary, any Immaterial Subsidiary that is a guarantor of any Material Indebtedness of the Borrower or the Restricted Subsidiaries shall be required to be a Guarantor until such time as its guaranty an approval of such Material Indebtedness is released (at which time it shall be released by the Administrative Agent from the Guaranty on the request of the Borrower without further action by the Creditor Parties). To the extent approvals of any Gaming Authorities for any actions required by this Section are required by applicable Gaming Laws, the Borrower and/or applicable Loan Party shall, at their own expense, use commercially reasonable efforts to promptly (Person as reasonably determined by the Borrower in good faith) apply for and to pursue such approvalsa Borrower.

Additional Loan Parties. Upon Notify the Administrative Agent at the time that any Person becomes a Subsidiary, unless such Person is an Immaterial Subsidiary or a Save-A-Lot Subsidiary (i) it being understood that if any Loan Party creating or acquiring any Save-A-Lot Subsidiary that is remains a whollySubsidiary of the Lead Borrower upon the termination of the Spin Period, such Save-owned Restricted A-Lot Subsidiary shall be subject to the requirements of this Section 6.12 as though such Person had become a Subsidiary (other than a Save-A-Lot Subsidiary) upon the termination of the Spin Period), whether such Person shall be an Immaterial Excluded Subsidiary (and if so, pursuant to which clause or clauses of the definition thereof), and promptly thereafter (and in any event within thirty (30) days, unless a longer period is acceptable to the Administrative Agent, in its sole discretion), cause any such Person (a) which is not an Excluded Subsidiary, to (i) become a FSHCO Loan Party by executing and delivering to the Administrative Agent a Joinder Agreement and if such Person is not a Borrower, a counterpart of the Facility Guaranty or a Foreign Subsidiary) after such other document as the Closing DateAdministrative Agent shall deem appropriate for such purpose, (ii) any Subsidiary that is a Restricted Subsidiary xxxxx x Xxxx to the Administrative Agent on such Person’s assets of a Loan Party ceasing the types constituting Collateral to be an Immaterial Subsidiarysecure the Obligations, ceasing to be a FSHCO or ceasing to be a Foreign Subsidiary, or and (iii) any Subsidiary that is an Unrestricted Subsidiary becoming a wholly-owned Restricted Subsidiary (other than an Immaterial Subsidiary, a FSHCO or a Foreign Subsidiary) pursuant to Section 6.11, such Loan Party shall, to the extent that it does not violate any Gaming Law or, if necessary, has received the approval of the applicable Gaming Authority, (A) cause each such Restricted Subsidiary (other than an Immaterial Subsidiary, a FSHCO or a Foreign Subsidiary) to promptly (but in any event within 90 days after the later of such event described in clause (i); (ii) or (iii) above or receipt of such approval (or such longer period of time as Administrative Agent may agree to in its reasonable discretion or as required to obtain any necessary Gaming Approval)), execute and deliver a Guaranty and all such other documents and certificates as Administrative Agent may reasonably request in order to have such Restricted Subsidiary become a Guarantor and (B) deliver to the Administrative Agent all legal documents of the types referred to in clauses (iii) and (iv) of Section 4.01(b) and upon Administrative Agent’s reasonable request, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in this clause (a)), and (b) if any Indebtedness of such Person is owned by or on behalf of any Loan Party, to pledge such Indebtedness and promissory notes evidencing such Indebtedness to the extent any such Indebtedness is in an amount in excess of $10,000,000, in each case in form, content and scope reasonably requested by satisfactory to the Administrative Agent relating Agent. In no event shall compliance with this Section 6.12 waive or be deemed a waiver or consent to any transaction giving rise to the matters described above covering matters similar need to those covered in the opinions delivered on the Closing Date comply with this Section 6.12 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Guarantor; provided that, notwithstanding anything in this Section 6.08 to Person as a Borrower or permit the contrary, any Immaterial Subsidiary that is a guarantor inclusion of any Material Indebtedness acquired assets in the computation of the Borrower or the Restricted Subsidiaries shall be required to be a Guarantor until such time as its guaranty of such Material Indebtedness is released (at which time it shall be released by the Administrative Agent from the Guaranty on the request of the Borrower without further action by the Creditor Parties). To the extent approvals of any Gaming Authorities for any actions required by this Section are required by applicable Gaming Laws, the Borrower and/or applicable Loan Party shall, at their own expense, use commercially reasonable efforts to promptly (as reasonably determined by the Borrower in good faith) apply for and to pursue such approvalsBorrowing Base.

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